vvv-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________

FORM 10-Q

(Mark one)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ___________

Commission file number 001-37884

VALVOLINE INC.

(Exact name of registrant as specified in its charter)


Kentucky			30-0939371
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

100 Valvoline Way, Suite 100

Lexington, Kentucky 40509

(Address of principal executive offices) (Zip Code)

Telephone Number (859) 357-7777

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

VVV

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☑	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No þ

At May 5, 2025, there were 127,111,680 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS


			Page
PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (Unaudited)

Condensed Consolidated Statements of Comprehensive Income			3

Condensed Consolidated Balance Sheets			4

Condensed Consolidated Statements of Cash Flows			5

Condensed Consolidated Statements of Stockholders' Equity			6

Notes to Condensed Consolidated Financial Statements			7

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			15

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			26

ITEM 4. CONTROLS AND PROCEDURES			26

ITEM 5. OTHER INFORMATION			28

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS			29

ITEM 1A. RISK FACTORS			29

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			29

ITEM 6. EXHIBITS			30

SIGNATURE			31

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Valvoline Inc. and Consolidated Subsidiaries

Condensed Consolidated Statements of Comprehensive Income


	Three months ended March 31				Six months ended March 31
(In millions, except per share amounts - unaudited)	2025		2024		2025		2024
Net revenues	$	403.2	$	388.7	$	817.5	$	762.1
Cost of sales	252.7		242.5		514.1		481.1
Gross profit	150.5		146.2		303.4		281.0

Selling, general and administrative expenses	86.3		72.3		169.1		146.8
Net legacy and separation-related expenses	0.8		—		1.2		0.1
Other income, net	(3.5)		(2.5)		(77.6)		(5.1)
Operating income	66.9		76.4		210.7		139.2
Net pension and other postretirement plan (income) expenses	(0.9)		3.6		(1.8)		7.0
Net interest and other financing expenses	16.9		15.5		34.4		29.1
Income before income taxes	50.9		57.3		178.1		103.1
Income tax expense	12.6		14.0		45.9		25.9
Income from continuing operations	38.3		43.3		132.2		77.2
Loss from discontinued operations, net of tax	(0.7)		(1.9)		(3.0)		(3.9)
Net income	$	37.6	$	41.4	$	129.2	$	73.3

Net earnings per share
Basic earnings (loss) per share
Continuing operations	$	0.30	$	0.33	$	1.03	$	0.59
Discontinued operations	(0.01)		(0.01)		(0.02)		(0.03)
Basic earnings per share	$	0.29	$	0.32	$	1.01	$	0.56

Diluted earnings (loss) per share
Continuing operations	$	0.30	$	0.33	$	1.02	$	0.59
Discontinued operations	(0.01)		(0.01)		(0.02)		(0.03)
Diluted earnings per share	$	0.29	$	0.32	$	1.00	$	0.56

Weighted average common shares outstanding
Basic	127.6		129.8		128.2		130.8
Diluted	128.2		130.7		128.9		131.7

Comprehensive income
Net income	$	37.6	$	41.4	$	129.2	$	73.3
Other comprehensive (loss) income, net of tax
Currency translation adjustments	(0.1)		(2.5)		(6.6)		4.1
Amortization of pension and other postretirement plan prior service credits	(0.4)		(0.4)		(0.8)		(0.9)
Unrealized loss on cash flow hedges	—		(1.4)		—		(3.3)
Other comprehensive loss	(0.5)		(4.3)		(7.4)		(0.1)
Comprehensive income	$	37.1	$	37.1	$	121.8	$	73.2

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these Condensed Consolidated Financial Statements.

Valvoline Inc. and Consolidated Subsidiaries

Condensed Consolidated Balance Sheets


(In millions, except per share amounts - unaudited)	March 31 2025		September 30 2024
Assets
Current assets
Cash and cash equivalents	$	61.9	$	68.3
Receivables, net	86.1		86.4
Inventories, net	41.5		39.7
Prepaid expenses and other current assets	40.5		61.0


Total current assets	230.0		255.4
Noncurrent assets
Property, plant and equipment, net	995.5		958.7
Operating lease assets	313.2		298.6
Goodwill and intangibles, net	690.8		705.6

Other noncurrent assets	223.1		220.4

Total noncurrent assets	2,222.6		2,183.3
Total assets	$	2,452.6	$	2,438.7

Liabilities and Stockholders’ Equity
Current liabilities

Current portion of long-term debt	$	23.8	$	23.8
Trade and other payables	102.5		117.4
Accrued expenses and other liabilities	189.3		212.7

Total current liabilities	315.6		353.9
Noncurrent liabilities
Long-term debt	1,051.9		1,070.0
Employee benefit obligations	171.5		176.2
Operating lease liabilities	295.2		279.7

Other noncurrent liabilities	369.7		373.3

Total noncurrent liabilities	1,888.3		1,899.2
Commitments and contingencies
Stockholders' equity
Preferred stock, no par value, 40.0 shares authorized; no shares issued and outstanding	—		—
Common stock, par value $0.01 per share, 400.0 shares authorized; 127.1 and 128.5 shares issued and outstanding at March 31, 2025 and September 30, 2024, respectively	1.3		1.3
Paid-in capital	52.8		51.2
Retained earnings	192.1		123.2


Accumulated other comprehensive income	2.5		9.9
Stockholders' equity	248.7		185.6
Total liabilities and stockholders’ equity	$	2,452.6	$	2,438.7

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these Condensed Consolidated Financial Statements.

Valvoline Inc. and Consolidated Subsidiaries

Condensed Consolidated Statements of Cash Flows


	Six months ended March 31
(In millions - unaudited)	2025		2024
Cash flows from operating activities
Net income	$	129.2	$	73.3
Adjustments to reconcile net income to cash flows from operating activities:
Loss from discontinued operations	3.0		3.9

Gain on sale of operations	(71.7)		—
Depreciation and amortization	56.4		50.2







Stock-based compensation expense	4.6		4.9
Other, net	1.0		1.4
Change in operating assets and liabilities
Receivables	(2.5)		(23.1)
Inventories	(4.0)		(4.7)
Payables and accrued liabilities	(22.6)		4.2
Other assets and liabilities	(0.2)		(18.0)
Operating cash flows from continuing operations	93.2		92.1
Operating cash flows from discontinued operations	(4.8)		(3.9)
Total cash provided by operating activities	88.4		88.2
Cash flows from investing activities
Additions to property, plant and equipment	(105.4)		(87.2)

Acquisitions of businesses	(9.6)		(21.3)

Proceeds from sale of operations, net of cash disposed	121.0		(3.7)

Proceeds from investments	6.0		350.0
Other investing activities, net	(1.7)		(7.2)
Investing cash flows from continuing operations	10.3		230.6
Investing cash flows from discontinued operations	—		—
Total cash provided by investing activities	10.3		230.6
Cash flows from financing activities
Proceeds from borrowings	75.0		—

Repayments on borrowings	(91.9)		(11.8)

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


Other financing activities, net	(10.7)		(13.6)
Financing cash flows from continuing operations	(104.4)		(237.6)
Financing cash flows from discontinued operations	—		—
Total cash used in financing activities	(104.4)		(237.6)
Effect of currency exchange rate changes on cash, cash equivalents and restricted cash	(0.7)		0.2
(Decrease) increase in cash, cash equivalents and restricted cash	(6.4)		81.4
Cash, cash equivalents and restricted cash - beginning of period	68.7		413.1
Cash, cash equivalents and restricted cash - end of period	$	62.3	$	494.5

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these Condensed Consolidated Financial Statements.

Valvoline Inc. and Consolidated Subsidiaries

Condensed Consolidated Statements of Stockholders' Equity


	Six months ended March 31, 2025
(In millions, except per share amounts - unaudited)	Common stock			Paid-in capital		Retained earnings		Accumulated other comprehensive income		Totals
	Shares	Amount
Balance at September 30, 2024	128.5	$	1.3	$	51.2	$	123.2	$	9.9	$	185.6
Net income	—	—		—		91.6		—		91.6

Stock-based compensation, net of issuances	0.1	—		(0.9)		—		—		(0.9)
Repurchases of common stock	(1.0)	—		—		(39.6)		—		(39.6)
Other comprehensive loss, net of tax	—	—		—		—		(6.9)		(6.9)
Balance at December 31, 2024	127.6	$	1.3	$	50.3	$	175.2	$	3.0	$	229.8
Net income	—	—		—		37.6		—		37.6

Stock-based compensation, net of issuances	0.1	—		2.5		—		—		2.5
Repurchases of common stock	(0.6)	—		—		(20.7)		—		(20.7)
Other comprehensive loss, net of tax	—	—		—		—		(0.5)		(0.5)
Balance at March 31, 2025	127.1	$	1.3	$	52.8	$	192.1	$	2.5	$	248.7



































	Six months ended March 31, 2024
(In millions, except per share amounts - unaudited)	Common stock			Paid-in capital		Retained earnings (deficit)		Accumulated other comprehensive income		Totals
	Shares	Amount
Balance at September 30, 2023	134.8	$	1.3	$	48.0	$	140.7	$	13.2	$	203.2
Net income	—	—		—		31.9		—		31.9

Stock-based compensation, net of issuances	0.2	—		(1.7)		—		—		(1.7)
Repurchases of common stock	(5.4)	—		—		(172.8)		—		(172.8)

Other comprehensive income, net of tax	—	—		—		—		4.2		4.2
Balance at December 31, 2023	129.6	$	1.3	$	46.3	$	(0.2)	$	17.4	$	64.8
Net income	—	—		—		41.4		—		41.4

Stock-based compensation, net of issuances	0.2	—		(1.0)		—		—		(1.0)
Repurchases of common stock	(1.0)	—		—		(40.8)		—		(40.8)
Other comprehensive loss, net of tax	—	—		—		—		(4.3)		(4.3)
Balance at March 31, 2024	128.8	$	1.3	$	45.3	$	0.4	$	13.1	$	60.1

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these Condensed Consolidated Financial Statements.


Index to Notes to Condensed Consolidated Financial Statements			Page

Note 1 - Basis of Presentation and Significant Accounting Policies			8
Note 2 - Fair Value Measurements			9
Note 3 - Dispositions			10
Note 4 - Debt			10
Note 5 - Income Taxes			10
Note 6 - Employee Benefit Plans			11
Note 7 - Litigation, Claims and Contingencies			11
Note 8 - Earnings Per Share			12
Note 9 - Supplemental Financial Information			12
Note 10 - Subsequent Events			13

Valvoline Inc. and Consolidated Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements have been prepared by Valvoline Inc. (“Valvoline” or the “Company”) in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and Securities and Exchange Commission regulations for interim financial reporting, which do not include all information and footnote disclosures normally included in annual financial statements. Therefore, these condensed consolidated financial statements should be read in conjunction with Valvoline’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024. Certain prior period amounts disclosed herein have been

reclassified to conform to the current presentation.

Use of estimates, risks and uncertainties

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosures of contingent matters. Although management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ significantly from the estimates under different assumptions or conditions.

Sale of Global Products business

On March 1, 2023, Valvoline completed the sale of its former Global Products reportable segment (“Global Products”) to Aramco Overseas Company B.V. (the “Transaction”). The operating results and cash flows associated with and directly attributed to the Global Products disposal group are reflected as discontinued operations within these condensed consolidated financial statements. Unless otherwise noted, disclosures within these remaining Notes to Condensed Consolidated Financial Statements relate solely to the Company's continuing operations.

Recent accounting pronouncements

The following accounting guidance relevant to Valvoline was either issued or adopted in the current fiscal year or is expected to have a meaningful impact on Valvoline in future periods upon adoption.

Issued but not yet adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued new guidance to enhance reportable segment disclosures. This guidance requires entities, including those with a single reportable segment, to disclose significant reportable segment expenses and other items regularly provided to the Chief Operating Decision Maker (“CODM”) that are included in a segment’s profit or loss measures. While the guidance enhances disclosures regarding the Company’s CODM and the information regularly provided to the CODM, including significant expenses, the adoption of this guidance will not impact the Company’s operating results, financial condition, or cash flows. The Company will adopt this guidance and applicable disclosures will be conformed retrospectively in the Annual Report on Form 10-K for the year ending September 30, 2025.

In December 2023, the FASB issued guidance which enhances income tax disclosure requirements to include additional disaggregation within the effective tax rate reconciliation and income taxes paid. This guidance will be effective for Valvoline beginning with its fiscal 2026 annual financial statements, with early adoption permitted. The guidance must be applied prospectively, while retrospective application is permitted. The Company is continuing to assess the new guidance which is expected to result in enhanced income tax disclosures but does not expect there will be any impact to its results of operations, cash flows, or financial condition.

In November 2024, the FASB issued new guidance which requires enhanced disclosure of specified categories of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented on the face of the income statement. This guidance will be effective for Valvoline beginning with its fiscal 2028 Form 10-K and interim periods beginning in fiscal 2029, with early adoption permitted, in addition to either prospective or retrospective application. The Company is currently evaluating the new guidance

to determine its adoption approach and the impact on the presentation and disclosure of its consolidated income statement and expenses. The Company anticipates its processes will be enhanced to address the disaggregation and disclosure requirements, though it does not expect adoption to impact its overall results from operations.

NOTE 2 - FAIR VALUE MEASUREMENTS

Recurring fair value measurements

The following tables set forth the Company’s financial assets and liabilities by level within the fair value hierarchy for those measured at fair value on a recurring basis:


	As of March 31, 2025
(In millions)	Total		Level 1		Level 2		Level 3		NAV (a)
Cash and cash equivalents
Money market funds	$	0.3	$	0.3	$	—	$	—	$	—
Time deposits	2.6		—		2.6		—		—




Other noncurrent assets
Non-qualified trust funds	3.6		—		—		—		3.6

Deferred compensation investments	16.9		16.9		—		—		—
Total assets at fair value	$	23.4	$	17.2	$	2.6	$	—	$	3.6




Other noncurrent liabilities
Deferred compensation obligations

SEC Form 10-Q filed by Valvoline Inc.