Valvoline Reports Strong Fourth-Quarter and Fiscal Year 2020 Results; Provides Fiscal 2021 Outlook

LEXINGTON, Ky., Oct. 28, 2020 /PRNewswire/ --

Fourth-quarter summary

    --  Reported net income of $122 million increased $95 million and earnings
        per diluted share (EPS) of $0.66 increased $0.52
    --  Adjusted diluted EPS grew 15% to $0.46
    --  Adjusted EBITDA of $150 million, up 16%
    --  Sales grew 4% to $652 million, while lubricant volume declined slightly
        to 46.2 million gallons
    --  Valvoline Instant Oil Change (VIOC) system-wide same-store sales (SSS)
        grew 8.3%
    --  Cash and cash equivalents on hand of $760 million and total available
        liquidity of just over $1.3 billion as of Sept. 30, 2020

Full-year highlights

    --  Reported net income of $317 million increased $109 million and EPS of
        $1.69 increased $0.59
    --  Adjusted diluted EPS grew 6% to $1.48
    --  Adjusted EBITDA of $510 million, up 7%
    --  Sales declined 2% to $2.35 billion, while lubricant volume declined 6%
        to 168.0 million gallons
    --  VIOC system-wide SSS grew 2.3%, the 14(th) consecutive year of SSS
        growth

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, 2020. All comparisons in this press release are made to the same prior-year period unless otherwise noted.

"During the pandemic, our focus has remained on the health and safety of our employees, customers and business partners," said CEO Sam Mitchell. "Our strong performance in Q4 continues to demonstrate the durability of our business and the tremendous efforts of the entire Valvoline team, who have adapted to these unprecedented times to continue delivering superior customer service.

"We saw strong sequential and year-over-year improvements in profitability in Quick Lubes and Core North America and exceptional sequential profitability improvement in International in Q4. Our results this quarter significantly exceeded our expectations and demonstrate the true resiliency and competitive advantages of our business model. Quick Lubes' system-wide same-store sales grew 8.3% in Q4, returning to pre-COVID-19 growth rates as share gains continue. Core North America generated near-record quarterly profitability driven by ongoing performance in the retail channel and benefits from lower raw material costs. An increased contribution from key markets and improved margins drove the strong sequential growth in International profitability.

"Looking forward to fiscal 2021, we expect to generate low double-digit growth in adjusted EBITDA. Our confidence in this continued growth is driven by our diversified business model that is expected to generate approximately half of its adjusted EBITDA from our quick lubes segment."

Fourth-Quarter Results

Reported fourth-quarter 2020 net income and EPS were $122 million and $0.66, respectively. These results included a net $37 million ($0.20 per diluted share) of after-tax income primarily related to pension and other post-employment benefit (OPEB) income including mark-to-market remeasurement impacts. Reported fourth-quarter 2019 net income and EPS were $27 million and $0.14, respectively. These results included a net $48 million ($0.26 per diluted share) of after-tax expense primarily related to mark-to-market pension and OPEB remeasurement impacts.

Fourth-quarter 2020 adjusted net income and adjusted EPS were $85 million and $0.46, respectively, compared to adjusted net income of $75 million and adjusted EPS of $0.40 in the prior-year period. Adjusted EBITDA in the quarter was $150 million, a 16% increase compared to the prior-year period. (See Tables 7 and 8 for reconciliations of adjusted earnings.)

Operating Segment Results

Quick Lubes

    --  Total sales growth of 14% to $254 million; SSS grew 8.3% system-wide,
        8.9% for company-owned stores and 7.9% for franchised stores
    --  Operating income increased $7 million or 15% to $55 million; EBITDA
        increased $9 million or 16% to $67 million
    --  Quick Lubes ended the quarter with 1,462 total company-owned and
        franchised stores, a net increase of 30 during the period, and
        contributing to an increase of 77 versus the prior year

The Quick Lubes segment ended the fiscal year with a strong quarter, reflecting a rapid recovery from the significant COVID-19 impacts experienced in Q3. System-wide SSS growth of 8.3% versus the prior-year period was driven by contributions from both average ticket and transactions. Premium mix, pricing and an increase in revenue from non-oil-change services led to improvement in average ticket. Transactions benefited from ongoing share gains driven by new customer acquisition and strong in-store execution of the Company's safety-focused, stay-in-your-car service model. This is particularly impressive as it is estimated that miles driven declined in the high-single digit range during the quarter.

Segment sales and EBITDA in the quarter grew 14% and 16%, respectively, year-over-year. Higher sales coupled with a 130-basis point improvement in gross margins drove the growth in EBITDA. SSS performance and the addition of 77 net new stores to the system, a 6% increase versus the prior year, contributed to top-line growth. The year-over-year increase in stores includes 36 newly built company locations, which is consistent with expectations given at the beginning of the fiscal year. This includes 22 stores that opened in Q4, accelerating the pace of unit growth as the Company progresses toward its long-range target of 50 newly built company stores per year.

With the recent announcements of three acquisitions, the Company continues to make progress on its acquisition strategy as part of its ongoing growth investments in the Quick Lubes segment. Two of the acquisitions closed earlier in October, adding 14 new company-owned stores and converting 21 franchise locations. The third acquisition, which will add 12 new company-owned stores, is expected to close on Oct. 30.

Core North America

    --  Operating income increased $15 million to $58 million; adjusted EBITDA
        increased $14 million or 29% to $62 million
    --  Sales and lubricant volume each declined 3% to $252 million and 23.1
        million gallons, respectively
    --  Branded premium mix increased 530 basis points to 58.9%

Gross margin rates improved 830 basis points driven by continued benefits from channel and product mix, favorable price-cost lag and from the Company's operating expense reduction program, leading to the significant growth in segment profitability versus the prior-year period.

Solid progress continues in the retail channel, benefiting from strong promotional performance. Total retail channel volume in the quarter increased in the low single-digits range versus the prior-year period. Full-year retail channel volume performance was flat, a significant accomplishment given the COVID-19 related volume challenges in Q3 and demonstrating progress from the actions implemented to address recent challenging DIY market dynamics. Installer channel volume in the quarter saw significant sequential improvement from Q3, but still declined in the high single-digit range year-over-year, reflecting a slower recovery from the impacts of COVID-19. The Company recently renewed a number of key national installer accounts, continuing these important, long-term customer relationships.

International

    --  Sales declined 1% to $146 million; lubricant volume declined 2% to 14.8
        million gallons
    --  Lubricant volume from unconsolidated joint ventures increased 1% to 9.7
        million gallons
    --  Operating income of $23 million decreased $1 million; adjusted operating
        income increased $3 million and adjusted EBITDA increased $2 million to
        $25 million

The International segment volume and profit improved sequentially versus Q3 across all regions. Versus the prior-year period, the volume decline for the quarter was in Latin America and EMEA, where recovery is lagging primarily due to extended COVID-19 impacts. Partially offsetting this decline was solid volume growth in the Asia-Pacific region, including China and Australia. Volume in unconsolidated joint ventures grew modestly driven by strong growth in China partially offset by weakness in India, where the effects of COVID-19 continue to be more severe.

Favorable geographic mix, improved margins and an increased profit contribution from unconsolidated joint ventures more than offset lower volumes, leading to a 9% increase in adjusted EBITDA.

Balance Sheet and Cash Flow

    --  Total debt of approximately $2.0 billion and net debt of approximately
        $1.2 billion
    --  Full-year cash flow from operations of $372 million; free cash flow of
        $221 million
    --  Total liquidity of just over $1.3 billion, including cash and cash
        equivalents on hand of $760 million and borrowing capacity of
        approximately $550 million
    --  Effective tax rate of 35.1% and 29.7% for the quarter and full-year,
        respectively, impacted by discrete tax items; adjusted effective tax
        rate of 24.1% and 24.9% for the quarter and full-year, respectively
    --  Total net pension and OPEB obligations of $328 million as of Sept. 30,
        with a total funded status of 86% (93% for U.S. qualified plans)

Higher earnings were the primary driver of the year-over-year increase in free cash flow, offsetting higher capital investments in new company stores and the China plant as well as higher cash taxes.

Fiscal 2020 Review and 2021 Outlook

Fiscal 2020 Review

    --  Total sales declined 2% to $2.35 billion; gross margin improved 280
        basis points to 36.7% and adjusted gross margin increased 240 basis
        points to 36.5%
    --  Adjusted EBITDA grew 7% to $510 million, reflecting a rapid recovery
        from the significant impacts of COVID-19
    --  System-wide SSS growth of 2.3%, reflecting the 14th consecutive year of
        increases
    --  Added 77 net new stores, a 6% increase, including 36 newly opened
        company-owned stores
    --  Free cash flow of $221 million, a modest year-over-year increase
        reflecting disciplined cash management and higher earnings
    --  Returned $144 million to shareholders via dividends and share
        repurchases

"The non-cyclical, essential nature of our preventative-maintenance business model helped drive exceptional results for the year," Mitchell said. "We grew adjusted EBITDA by 7% -- surpassing $500 million for the first time. We recorded our 14(th) year of positive same-store sales growth, and we continued to add stores, growing the system by 6 percent. We also took decisive actions to enhance our liquidity and strengthen the balance sheet.

"The resiliency of our business is reflected in the dedication of our people and their unwavering commitment to safely provide exceptional service to our customers throughout the COVID-19 global pandemic. Their outstanding efforts have led us to exit the year stronger than we started and positioned us well for future success."

Fiscal 2021 Outlook

The guidance provided in this press release is based on current data and expectations, and could be significantly impacted by future external events related to COVID-19, such as additional state, regional or country lockdown measures or significant changes in driving trends.

The outlook for fiscal 2021 includes the following:

    --  Quick Lubes -- substantial top- and bottom-line growth with recovery
        from COVID-19 impacts and strong operational performance
    --  Core North America -- modest top-line growth with stable retail channel
        performance; high-single digit profitability decline driven by
        year-over-year price-cost lag impacts
    --  International -- significant top-line growth with continued recovery
        from COVID-19 impacts; EBITDA growth moderated by channel development
        and brand building initiatives
    --  Capital Investments -- new company store growth and acquisitions drive
        modestly higher capital expenditures

Mitchell continued, "We are entering fiscal 2021 with positive momentum. Fiscal 2020 has demonstrated the durability of our business model and resiliency of our team. We remain focused on our long-term strategic shift to a more service-centered business and expect to deliver on our commitments. With more than half our adjusted EBITDA expected to come from Quick Lubes, I am confident that 2021 will be another strong year for Valvoline."

Information regarding the company's outlook for fiscal 2021 is provided in the table below:


                                                         2021 Outlook



                   Operating Segments



       Sales growth                                         14 - 16%


        New Quick Lube store additions
         (includes company-owned,
         franchise and acquisitions)          
          140 - 160


        Quick Lubes system-wide same-
         store sales growth                                  12 - 14%


             Normalized(1) same-store sales
              growth                                           6 - 8%



       Adjusted EBITDA                     
         $560 - $580 million


                   Corporate Items


        Adjusted effective tax rate                          25 - 26%



       Diluted adjusted EPS                    
           $1.57 - $1.67



       Capital expenditures                
         $160 - $170 million



       Free cash flow                      
         $200 - $220 million

    ---

(1 )Same-store sales growth excluding estimated COVID-19 impacts in March - May 2020 period; based on average two-year same-store sales growth between fiscal 2020 and 2021 outlook.

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 2021 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 2021 but would not impact non-GAAP adjusted results.

Conference Call Webcast

Valvoline will host a live audio webcast of its fiscal fourth quarter 2020 conference call at 9 a.m. ET on Thursday, October 29, 2020. 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.

Basis of Presentation

Certain prior year amounts have been reclassified to conform to current year presentation. In addition, the Company adopted the new lease accounting standard, effective at the beginning of fiscal 2020, using the optional approach to transition. Under this method, financial information related to periods prior to adoption were not adjusted and are presented as originally reported under the previous leasing standard. The effects of adopting the new lease standard were recognized as a cumulative net of tax adjustment that decreased opening retained deficit by approximately $1 million. The most significant impact of adoption was the recognition of incremental lease assets and liabilities of $219 million and $214 million, respectively. The Company expects the impact of adoption to be immaterial to its statements of consolidated income and cash flows on an ongoing basis.

Key Business Measures

Valvoline tracks its operating performance and manages its business using certain key measures, including system-wide, company-owned and franchised store counts and same-store sales; Express Care store counts; lubricant volumes sold by unconsolidated joint ventures and total lubricant volumes sold; and percentage of premium lubricants sold. Management believes these measures are useful to evaluating and understanding Valvoline's operating performance and should be considered as supplements to, not substitutes for, Valvoline's sales and operating income, as determined in accordance with U.S. GAAP.

Sales in the Quick Lubes reportable segment are influenced by the number of service center stores and the business performance of those stores. Stores are considered open upon acquisition or opening for business. Temporary store closings remain in the respective store counts with only permanent store closures reflected in the activity and end of period store counts. SSS is defined as sales by U.S. Quick Lubes service center stores (company-owned, franchised and the combination of these for system-wide SSS), with new stores excluded from the metric until the completion of their first full fiscal year in operation as this period is generally required for new store sales levels to begin to normalize. Differences in SSS are calculated to determine the percentage change between comparative periods. Beginning in fiscal 2021, SSS will be calculated as sales by Quick Lubes service center stores (company-owned, franchised and the combination of these for system-wide SSS), with new stores, including franchised conversions, excluded from the metric until the completion of their first full fiscal year in operation as this period is generally required for new store sales levels to begin to normalize. Quick Lubes revenue is limited to sales at company-owned stores, sales of lubricants and other products to independent franchisees and Express Care operators and royalties and other fees from franchised stores. Although Valvoline does not recognize store-level sales from franchised or Express Care stores as revenue in its Statements of Consolidated Income, management believes system-wide and franchised SSS comparisons and store counts, in addition to Express Care store counts, are useful to assess the operating performance of the Quick Lubes reportable segment and the operating performance of an average Quick Lubes store.

Lubricant volumes sold by unconsolidated joint ventures are used to measure the operating performance of the International operating segment. Valvoline does not record lubricant sales from unconsolidated joint ventures as International reportable segment revenue. International revenue is limited to sales by Valvoline's consolidated affiliates. Although Valvoline does not record sales by unconsolidated joint ventures as revenue in its Statements of Consolidated Income, management believes lubricant volumes including and sold by unconsolidated joint ventures is useful to assess the operating performance of its investments in joint ventures.

Management also evaluates lubricant volumes sold in gallons by each of its reportable segments and premium lubricant percentage, defined as premium lubricant gallons sold as a percentage of U.S. branded lubricant volumes for the Quick Lubes and Core North America segments and as a percentage of total segment lubricant volume for the International segment. Premium lubricant products generally provide a higher contribution to segment profitability and the percentage of premium volumes is useful to evaluating and understanding Valvoline's operating performance.

Use of Non-GAAP Measures

To aid in the understanding of Valvoline's ongoing business performance, certain items within this press release are presented on an adjusted basis. These non-GAAP measures, presented on both a consolidated and operating segment basis, which are not defined within U.S. GAAP and do not purport to be alternatives to net or operating 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 press 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);
    --  Adjusted operating income, which management defines as operating income
        adjusted for certain key items impacting comparability as noted in the
        definition of Adjusted EBITDA above;
    --  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 debt extinguishment and modification
        costs that are not reflective of the Company's ongoing operational
        performance or liquidity; 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 and operating 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 and operating 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 supplemental view 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 and operating income and Adjusted EPS are not necessarily comparable with similar information for other comparable companies. EBITDA, Adjusted EBITDA, free cash flow, Adjusted net and operating 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 and operating income and Adjusted EPS only as supplements. In evaluating EBITDA, Adjusted EBITDA, free cash flow, Adjusted net and operating 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 and operating income and Adjusted EPS. Valvoline's presentation of EBITDA, Adjusted EBITDA, free cash flow, Adjusted net and operating 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 nearly 1,500 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 press release, other than statements of historical fact, including estimates, projections and statements related to Valvoline's business plans and operating results, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Valvoline has identified some of these forward-looking statements with words such as "anticipates," "believes," "expects," "estimates," "is likely," "predicts," "projects," "forecasts," "may," "will," "should" and "intends" and the negative of these words or other comparable terminology. These forward-looking statements are based on Valvoline's current expectations, estimates, projections and assumptions as of the date such statements are made and are subject to risks and uncertainties that may cause results to differ materially from those expressed or implied in the forward-looking statements. Additional information regarding these risks and uncertainties are described in the Company's filings with the Securities and Exchange Commission (the "SEC"), including in the "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures about Market Risk" sections of Valvoline's most recently filed periodic reports on Forms 10-K and 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
+1 (859) 357-2798
scornett@valvoline.com

Michele Gaither Sparks
Sr. Director, Corporate Communications
+1 (859) 230-8079
michele.sparks@valvoline.com



     Valvoline Inc. and Consolidated Subsidiaries                                                                        Table 1



     
                STATEMENTS OF CONSOLIDATED INCOME



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




                                               
              Three months ended             
           Year ended


                                                  
              September 30               
           September 30



                                                 2020                        2019          2020                     2019




     Sales                                              $
              652                         $
              629         $
            2,353  $
       2,390


      Cost of sales                               394                               412                           1,490             1,580



                   GROSS PROFIT                   258                               217                             863               810


      Selling, general and
       administrative
       expenses                                   123                               115                             442               449


      Net legacy and
       separation-related
       (income) expenses                         (30)                                                            (30)                3


      Equity and other
       income, net                               (11)                             (11)                           (34)             (40)



                   OPERATING INCOME               176                               113                             485               398


      Net pension and
       other
       postretirement plan
       (income) expenses                         (32)                               67                            (59)               60


      Net interest and
       other financing
       expenses                                    20                                18                              93                73



                   INCOME BEFORE INCOME
                    TAXES                         188                                28                             451               265


      Income tax expense                           66                                 1                             134                57



                   NET INCOME                            $
              122                          $
              27           $
            317    $
       208







                   NET EARNINGS PER SHARE


               BASIC                                    $
              0.66                        $
              0.14          $
            1.70   $
       1.10



               DILUTED                                  $
              0.66                        $
              0.14          $
            1.69   $
       1.10






     
                WEIGHTED AVERAGE COMMON SHARES OUTSTANDING


               BASIC                              186                               189                             187               189


               DILUTED                            186                               189                             188               189


      Valvoline Inc. and Consolidated
       Subsidiaries                                                                          Table 2


                   CONDENSED CONSOLIDATED BALANCE SHEETS


      (In millions -preliminary and
       unaudited)


                                                                         September 30          September 30


                                                                                 2020                   2019




     
                ASSETS


                            Current assets


                            Cash and cash
                             equivalents                        $
       760                                       $
       159


                            Receivables,
                             net                          433                            401


                            Inventories,
                             net                          199                            194


                            Prepaid
                             expenses and
                             other current
                             assets                        46                             43



                            Total current
                             assets                     1,438                            797




                            Noncurrent assets


                            Property,
                             plant and
                             equipment,
                             net                          613                            498


                            Operating lease assets                                261


                            Goodwill and
                             intangibles,
                             net                          529                            504


                            Equity method
                             investments                   44                             34


                            Deferred
                             income taxes                  34                            123


                            Other
                             noncurrent
                             assets                       132                            108



                            Total noncurrent
                             assets                     1,613                          1,267




                            Total assets                      $
       3,051                                     $
       2,064





                   LIABILITIES AND STOCKHOLDERS' DEFICIT


                            Current
                             liabilities


                            Current
                             portion of
                             long-term
                             debt                
              $                                                  $
       15


                            Trade and
                             other
                             payables                     189                            171


                            Accrued
                             expenses and
                             other
                             liabilities                  255                            237



                            Total current
                             liabilities                  444                            423




                            Noncurrent
                             liabilities


                            Long-term
                             debt                       1,962                          1,327


                            Employee
                             benefit
                             obligations                  317                            387


                            Operating
                             lease
                             liabilities                  231


                            Other
                             noncurrent
                             liabilities                  173                            185



                            Total noncurrent
                             liabilities                2,683                          1,899




                            Stockholders'
                             deficit                     (76)                         (258)




                            Total liabilities
                             and stockholders'
                             deficit                          $
       3,051                                     $
       2,064


     Valvoline Inc. and Consolidated Subsidiaries                                                                                                 Table 3


                  STATEMENTS OF CONSOLIDATED CASH FLOWS


     (In millions -preliminary and unaudited)


                                                                                                                 
           Year ended


                                                                                                                 
           September 30


                                                                                                               2020                    2019



                  CASH FLOWS FROM OPERATING ACTIVITIES


                                                                 Net income                             $
     317                                  $
              208


                                                                Adjustments to
                                                                  reconcile net
                                                                  income to cash
                                                                  flows from
                                                                  operating
                                                                  activities


                                                              
      Loss on extinguishment of debt                  19


                                                              
      Depreciation and amortization                   66                                      61


                                                              
      Deferred income taxes                           92                                      23


                                                                 Equity income from unconsolidated
                                                                  affiliates, net of distributions              (7)                                    (3)


                                                              
      Pension contributions                         (11)                                   (10)


                                                                 (Gain) loss on pension and other
                                                                  postretirement plan remeasurements           (22)                                     69


                                                                 Stock-based compensation expense                12                                       9


                                                              
      Other, net                                       2                                     (2)


                                                                 Change in operating
                                                                  assets and
                                                                  liabilities                      (96)                     (30)



     Total cash provided by operating activities                                  372                                325




                  CASH FLOWS FROM INVESTING ACTIVITIES


                                                                 Additions to
                                                                  property, plant and
                                                                  equipment                       (151)                    (108)


                                                                 Notes receivable,
                                                                  net of repayments                (31)                      (2)


                                                                 Acquisitions of
                                                                  businesses                       (40)                     (78)


     Total cash used in investing activities                                    (222)                             (188)




                  CASH FLOWS FROM FINANCING ACTIVITIES


                                                                 Proceeds from
                                                                  borrowings                      1,558                       752


                                                                 Payments of debt
                                                                  issuance costs and
                                                                  discounts                        (16)                      (2)


                                                                 Repayments on
                                                                  borrowings                      (929)                    (734)


                                                                 Premium paid to
                                                                  extinguish debt                  (15)


                                                                 Repurchases of
                                                                  common stock                     (60)


                                                                 Cash dividends paid               (84)                     (80)


                                                                 Other financing
                                                                  activities                        (4)                      (7)



     Total cash provided by (used in) financing
      activities                                                                  450                               (71)


                                                                Effect of currency
                                                                  exchange rate
                                                                  changes on cash,
                                                                  cash equivalents,
                                                                  and restricted cash                 2                       (3)



                  INCREASE IN CASH, CASH EQUIVALENTS, AND
                   RESTRICTED CASH                                                602                                 63


     Cash, cash equivalents, and restricted cash
      -beginning of year                                                          159                                 96



                  CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
                   -END OF YEAR                                                         $
              761                             $
          159



     Valvoline Inc. and Consolidated Subsidiaries                                                                                           Table 4



     
                FINANCIAL INFORMATION BY OPERATING SEGMENT



     (In millions - preliminary and unaudited)


                                                                                                                                                                                                                                 
              Three months ended September 30



                                                                                                                                                                                                                                               2020                                                                                          2019


                                                                                         Sales                                             Operating                                       Depreciation                                             EBITDA                  Sales          Operating
                                                                                                                                             income                                                                                                                                      income (loss)              Depreciation                  EBITDA
                                                                                                                                                                                  and                                                                                                                       and
                                                                                                                                                                             amortization                                                                                                              amortization

                                                                                                                                                                                                                                                                                                                                                     ---


     Quick Lubes                                                                                $
              254                                                                                            $
              55                                                        $
     12                                               $
      67                 $
           222     $
      48   $
     10  $
      58


      Core North America                                                                   252                                                                 58                                                                                          4                          62                                         259                      43               5        48



     International                                                                        146                                                                 23                                                                                          2                          25                                         148                      24               3        27



                    Total operating segments                                               652                                                                136                                                                                         18                         154                                         629                     115              18       133



     Unallocated and other (a)                                                                                                                 40                                                                                                                 72                                                        (2)                                 (69)



                    Total results                                                          652                                                                176                                                                                         18                         226                                         629                     113              18        64




     Key items:


      Net pension and other postretirement
       plan (income) expenses                                                                                                                                                                                                                                   (32)                                                                                             67


      Net legacy and separation-related
       income                                                                                                                                 (30)                                                                                                              (30)


      Compensated absences benefits change                                                                                                    (11)                                                                                                              (11)


      Business interruption recovery                                                                                                           (2)                                                                                                               (2)


      Acquisition and divestiture-related
       income (b)                                                                                                                                                                                                                                                                                                          (4)                                  (4)


      Restructuring and related (income)
       expenses                                                                                                                                (1)                                                                                                               (1)                                                         2                                     2



                   Adjusted results                                                              $
              652                                                                                           $
              132                                                        $
     18                                              $
      150                 $
           629    $
      111   $
     18 $
      129






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



     (b) Acquisition and divestiture-related income is included within International operating segment operating income.




                                                                                                                                                                                                                                                                                                                                  
         Table 4 (continued)




                                                                                                                                                                                                                     
              Year ended September 30



                                                                                                                                                                                                                                2020                                                                                                            2019


                                                                        Sales                                               Operating                                       Depreciation                                             EBITDA                           Sales          Operating
                                                                                                                              income                                                                                                                                               income (loss)              Depreciation                                 EBITDA
                                                                                                                                                                   and                                                                                                                                and
                                                                                                                                                              amortization                                                                                                                       amortization

                                                                                                                                                                                                                                                                                                                                                              ---


     Quick Lubes                                                                 $
              883                                                                                           $
              169                                                                 $
     43                                              $
       212                                 $
          822    $
     178   $
     36 $
     214


      Core North America                                                  945                                                                  202                                                                                         16                                  218                                         994                                    152               18      170



     International                                                       525                                                                   73                                                                                          7                                   80                                         574                                     85                7       92



                    Total operating segments                            2,353                                                                  444                                                                                         66                                  510                                       2,390                                    415               61      476



     Unallocated and other (a)                                                                                                  41                                                                                                                100                                                                (17)                                                 (77)



                    Total results                                       2,353                                                                  485                                                                                         66                                  610                                       2,390                                    398               61      399




     Key items:


      Net pension and other postretirement
       plan (income) expenses                                                                                                                                                                                                                    (59)                                                                                                                      60


      Net legacy and separation-related
       (income) expenses                                                                                                       (30)                                                                                                              (30)                                                                  3                                                     3


      Compensated absences benefits change                                                                                     (11)                                                                                                              (11)


      Business interruption (recovery)
       expenses (b)                                                                                                             (2)                                                                                                               (2)                                                                  6                                                     6


      Acquisition and divestiture-related
       costs (income) (c)                                                                                                         2                                                                                                                  2                                                                 (4)                                                  (4)


      Restructuring and related expenses                                                                                                                                                                                                                                                                              14                                                    14



                   Adjusted results                                             $
              2,353                                                                                           $
              444                                                                 $
     66                                              $
       510                               $
          2,390    $
     417   $
     61 $
     478






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



     (b) Business interruption expenses incurred during fiscal 2019 associated with Valvoline's Deer Park, Texas facility are included within total operating segments operating income. Refer to Table 8 for details of the expenses incurred by operating segment.



     (c) Acquisition and divestiture-related costs (income) are included within Unallocated and other in fiscal 2020 and within International operating segment operating income in fiscal 2019.



     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



                                                        2020                    2019              2020       2019




     
                QUICK LUBES


      
              Lubricant sales (gallons)                 8.3                          7.4                   28.9         28.1


                 Premium lubricants (percent of U.S.      68.9                         66.1                   67.6         65.0
                  branded volumes)
                                                             %                           %                     %           %


                 Gross profit as a percent of sales       40.4                         39.1                   37.9         39.1
                  (a) (d)
                                                             %                           %                     %           %


                 Same-store sales growth - Company-        8.9                          9.5                    2.6          9.7
                  owned (b)
                                                             %                           %                     %           %


                 Same-store sales growth -                 7.9                         10.4                    2.1         10.4
                  Franchised (b) (c)
                                                             %                           %                     %           %


                 Same-store sales growth - Combined        8.3                         10.0                    2.3         10.1
                  (b) (c)
                                                             %                           %                     %           %


                   CORE NORTH AMERICA


      
              Lubricant sales (gallons)                23.1                         23.9                   84.4         92.1


                 Premium lubricants (percent of U.S.      58.9                         53.6                   58.0         52.6
                  branded volumes)
                                                             %                           %                     %           %


                 Gross profit as a percent of sales       41.8                         33.5                   38.9         33.0
                  (a) (d)
                                                             %                           %                     %           %



     
                INTERNATIONAL


                 Lubricant sales (gallons) (e)            14.8                         15.1                   54.7         58.2


                 Lubricant sales (gallons), including
                  unconsolidated joint ventures (f)       24.5                         24.7                   91.7         99.0


                 Premium lubricants (percent of           25.3                         27.1                   25.9         28.2
                  lubricant volumes)
                                                             %                           %                     %           %


                 Gross profit as a percent of sales       31.3                         28.9                   29.7         28.1
                  (a) (d)
                                                             %                           %                     %           %

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




               (b)               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.




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




               (d)               Pre-tax
                                  adjustments
                                  associated
                                  with business
                                  interruption
                                  expenses
                                  incurred
                                  during the
                                  three months
                                  and year ended
                                  September 30,
                                  2019 were
                                  recorded in
                                  Cost of sales
                                  within each
                                  operating
                                  segment.
                                  Reported gross
                                  profit as a
                                  percent of
                                  sales 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 33.7%
                                  and 33.4%,
                                  respectively,
                                  for Core North
                                  America; and
                                  29.0% and
                                  28.4%,
                                  respectively,
                                  for
                                  International.




               (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
                                                                                                     2020           2020                              2020             2020         2019





                                                     Beginning of
                                                      period                                 548                      536                                    524                     519   501


                                                   
     Opened                                   22                        5                                      7                       2    12


                                                   
     Acquired                                  2                        2                                      1                       7     6


                                                     Net conversions between
                                                      company-owned and franchised            12                        5                                      4                     (4)


                                                     End of period                           584                      548                                    536                     524   519





                                                                                                           
      
             Franchised


                                                                                                 Fourth         Third                           Second           First      Fourth
                                                                                                   Quarter       Quarter                          Quarter         Quarter     Quarter
                                                                                                     2020           2020                              2020             2020         2019





                                                     Beginning of
                                                      period                                 884                      883                                    883                     866   851


                                                   
     Opened                                    7                        8                                      8                      13    15


                                                     Net conversions between
                                                      company-owned and franchised          (12)                     (5)                                   (4)                      4


                                                   
     Closed                                  (1)                     (2)                                   (4)



                                                     End of period
                                                      (a)                                    878                      884                                    883                     883   866





                                                     Total stores                          1,462                    1,432                                  1,419                   1,407 1,385





                                                                                                             
           
                Express Care


                                                                                                 Fourth         Third                           Second           First      Fourth
                                                                                                   Quarter       Quarter                          Quarter         Quarter     Quarter
                                                                                                     2020           2020                              2020             2020         2019





                                                     Number of
                                                      locations at
                                                      end of period
                                                      (a)                                    296                      304                                    301                     307   307

               (a) Included in the store counts
                at the end of the second, third
                and fourth quarters of fiscal
                2020 were certain service
                center stores temporarily
                closed at the discretion of the
                respective independent
                operators due to the impacts of
                COVID-19. As of September 30,
                2020, 1 franchised service
                center store was temporarily
                closed, 5 franchised service
                center stores were temporarily
                closed as of June 30, 2020, and
                26 franchised and 12 Express
                Care service center stores were
                temporarily closed as of March
                31, 2020.



     Valvoline Inc. and Consolidated Subsidiaries                                                                                                     Table 7



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



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




                                                                                                         
          Three months ended                   
            Year ended


                                                                                                            
          September 30                     
            September 30


                                                                                                           2020                       2019                 2020                    2019





                   Reported net income                              $
              122                                    $
              27                                    $
      317            $
            208



                                                                              Adjustments:


                                                                 Net pension and other postretirement
                                                                  plan (income) expenses                   (32)                                 67                               (59)            60


                                                                 Net legacy and separation-related
                                                                  (income) expenses                        (30)                                                                 (30)             3


                                                                 Compensated absences benefits change
                                                                  (a) (b)                                  (11)                                                                 (11)


                                                                 Debt extinguishment and modification
                                                                  costs                                                                                                           19


                                                                 Business interruption (recovery)
                                                                  expenses (a) (c)                          (2)                                                                  (2)             6


                                                                 Acquisition and divestiture-related
                                                                  (income) costs (b) (c)                                                       (4)                                 2            (4)


                                                                 Restructuring and related (income)
                                                                  expenses (b)                              (1)                                  2                                               14



                                                                 Total adjustments,
                                                                  pre-tax                (76)                                   65                            (81)                      79


                                                                 Income tax expense (benefit) of
                                                                  adjustments                                41                                (17)                                42           (22)


                                                      
              Income tax adjustments (d)                 (2)                                                                                (2)



                                                                 Total adjustments,
                                                                  after tax              (37)                                   48                            (39)                      55



                   Adjusted net income                               $
              85                                    $
              75                                    $
      278            $
            263





      Reported diluted earnings per share                          $
              0.66                                  $
              0.14                                   $
      1.69           $
            1.10


      Adjusted diluted earnings per share                          $
              0.46                                  $
              0.40                                   $
      1.48           $
            1.39




      Weighted average diluted common shares
       outstanding                                           186                                      189                                  188                                189

               (a)               Business
                                  interruption
                                  expenses
                                  incurred in
                                  fiscal 2019
                                  and $5
                                  million of
                                  the
                                  compensated
                                  absences
                                  benefits
                                  change
                                  adjustment in
                                  fiscal 2020
                                  were included
                                  in Cost of
                                  sales within
                                  the
                                  Statements of
                                  Consolidated
                                  Income.
                                  Reported and
                                  adjusted
                                  consolidated
                                  gross profit
                                  as a percent
                                  of sales were
                                  39.6% and
                                  38.8%,
                                  respectively,
                                  for the three
                                  months ended
                                  September 30,
                                  2020; 36.7%
                                  and 36.5%,
                                  respectively,
                                  for the year
                                  ended
                                  September 30,
                                  2020; and
                                  33.9% and
                                  34.1%,
                                  respectively,
                                  for the year
                                  ended
                                  September 30,
                                  2019.




               (b)               Pre-tax
                                  adjustments
                                  of $6 million
                                  associated
                                  with the
                                  compensated
                                  absences
                                  benefits
                                  change, in
                                  addition to
                                  $1 million of
                                  acquisition-
                                  related costs
                                  and
                                  restructuring
                                  and related
                                  activity 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,
                                  2020 were
                                  $130 million
                                  and $447
                                  million,
                                  respectively,
                                  and $113
                                  million and
                                  $435 million
                                  for the three
                                  months and
                                  year ended
                                  September 30,
                                  2019,
                                  respectively.




               (c)               Business
                                  interruption
                                  recovery and
                                  certain
                                  acquisition
                                  and
                                  divestiture-
                                  related
                                  adjustments
                                  were recorded
                                  in Equity and
                                  other income,
                                  net, as
                                  reported
                                  within the
                                  Statements of
                                  Consolidated
                                  Income.
                                  Adjusted
                                  Equity and
                                  other income,
                                  net, was $9
                                  million and
                                  $33 million
                                  for the three
                                  months and
                                  year ended
                                  September 30,
                                  2020,
                                  respectively,
                                  and $7
                                  million and
                                  $36 million
                                  for the three
                                  months and
                                  year ended
                                  September 30,
                                  2019,
                                  respectively.




               (d)               Income tax
                                  adjustments
                                  primarily
                                  relate to the
                                  discrete
                                  impacts
                                  associated
                                  with tax
                                  legislation
                                  changes in
                                  the U.S. and
                                  India in
                                  fiscal 2020
                                  and in
                                  Kentucky in
                                  fiscal 2019.



       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



                                                              2020                        2019             2020                           2019




       Adjusted EBITDA - Valvoline

    ---


       Net income                                                   $
              122                              $
              27                         $
        317        $
        208



       Add:



       Income tax expense                                      66                                1                                       134                    57


        Net interest and other financing
         expenses                                               20                               18                                        93                    73



       Depreciation and amortization                           18                               18                                        66                    61




       EBITDA                                                 226                               64                                       610                   399



       Key items: (a)


        Net pension and other postretirement
         plan (income) expenses                               (32)                              67                                      (59)                   60


        Net legacy and separation-related
         (income) expenses                                    (30)                                                                     (30)                    3


        Compensated absences benefits change                  (11)                                                                     (11)


        Business interruption (recovery)
         expenses                                              (2)                                                                      (2)                    6


        Acquisition and divestiture-related
         (income) costs                                                                        (4)                                        2                   (4)


        Restructuring and related (income)
         expenses                                              (1)                               2                                                             14




       Adjusted EBITDA                                              $
              150                             $
              129                         $
        510        $
        478






       Adjusted EBITDA - Quick Lubes

    ---


       Operating income                                              $
              55                              $
              48                         $
        169        $
        178



       Key item: (a)


        Business interruption expenses




       Adjusted operating income                               55                               48                                       169                   178



       Add:



       Depreciation and amortization                           12                               10                                        43                    36




       Adjusted EBITDA                                               $
              67                              $
              58                         $
        212        $
        214





        Adjusted EBITDA -Core North America

    ---


       Operating income                                              $
              58                              $
              43                         $
        202        $
        152



       Key item: (a)


        Business interruption expenses                                                                                                                         4




       Adjusted operating income                               58                               43                                       202                   156



       Add:



       Depreciation and amortization                            4                                5                                        16                    18




       Adjusted EBITDA                                               $
              62                              $
              48                         $
        218        $
        174













                                                                                                         
              Table 8 (continued)




                                                            
              Three months ended              
             Year ended


                                                               
              September 30                
             September 30



                                                              2020                        2019             2020                           2019



        Adjusted EBITDA -International

    ---


       Operating income                                              $
              23                              $
              24                          $
        73         $
        85



       Key items: (a)


        Business interruption expenses                                                                                                                         2


        Acquisition and divestiture-related
         income                                                                                (4)                                                           (4)




       Adjusted operating income                               23                          20               73                             83



       Add:



       Depreciation and amortization                            2                                3                                         7                     7




       Adjusted EBITDA                                               $
              25                              $
              23                          $
        80         $
        90





        Adjusted EBITDA -Unallocated and other

    ---


       Operating income (loss)                                       $
              40                             $
              (2)                         $
        41       $
        (17)



       Add:



       Depreciation and amortization


        Net pension and other postretirement
         plan income (expenses)                                 32                             (67)                                       59                  (60)




       EBITDA                                                  72                             (69)                                      100                  (77)



       Key items: (a)


        Net pension and other postretirement
         plan (income) expenses                               (32)                              67                                      (59)                   60


        Net legacy and separation-related
         (income) expenses                                    (30)                                                                     (30)                    3


        Compensated absences benefits change                  (11)                                                                     (11)


        Business interruption (recovery)
         expenses                                              (2)                                                                      (2)


        Acquisition and divestiture-related
         costs                                                                                                                            2


        Restructuring and related (income)
         expenses                                              (1)                               2                                                             14




       Adjusted EBITDA                                              $
              (4)                
           $                                  
           $            
     $


               (a) Key items were recorded in
                operating segment results and
                Unallocated and other. The
                tables above reconcile
                consolidated reported net income
                to EBITDA and adjusted EBITDA,
                as well as operating segment
                reported operating income to
                adjusted operating income and
                adjusted EBITDA. Refer to Table
                4 for the reconciliation of
                operating income to EBITDA for
                each operating segment. The
                tables above also reconcile
                operating income (loss) for
                Unallocated and other and
                relevant other items reported
                below operating income (loss) 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)                                                       2020                             2019

    ---

        Total cash flows provided by
         operating activities                                                         $
        372                              $
     325



       Adjustments:


                                                Additions to property, plant and
                                                 equipment                                (151)                        (108)



       Free cash flow                                                                $
        221                              $
     217





                                                                                                         Fiscal year



       Free cash flow (a)                                                                               2021 Outlook



        Total cash flows provided by
         operating activities                                                                      
          $370 - $380



       Adjustments:


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




       Free cash flow                                                                             
          $200 - $220

               (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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