vvv-20250630

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 June 30, 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 August 1, 2025, there were 127,114,824 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			8

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			17

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			29

ITEM 4. CONTROLS AND PROCEDURES			29

ITEM 5. OTHER INFORMATION			31

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS			32

ITEM 1A. RISK FACTORS			32

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			32

ITEM 6. EXHIBITS			32

SIGNATURE			33

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Valvoline Inc. and Consolidated Subsidiaries

Condensed Consolidated Statements of Comprehensive Income


	Three months ended June 30				Nine months ended June 30
(In millions, except per share amounts - unaudited)	2025		2024		2025		2024
Net revenues	$	439.0	$	421.4	$	1,256.5	$	1,183.5
Cost of sales	261.4		253.9		775.5		735.0
Gross profit	177.6		167.5		481.0		448.5

Selling, general and administrative expenses	85.5		77.2		254.6		224.0
Net legacy and separation-related expenses	0.4		0.1		1.6		0.2
Other income, net	(3.0)		(3.2)		(80.6)		(8.3)
Operating income	94.7		93.4		305.4		232.6
Net pension and other postretirement plan (income) expenses	(0.9)		3.4		(2.7)		10.4
Net interest and other financing expenses	18.6		24.8		53.0		53.9
Income before income taxes	77.0		65.2		255.1		168.3
Income tax expense	20.0		17.0		65.9		42.9
Income from continuing operations	57.0		48.2		189.2		125.4
Loss from discontinued operations, net of tax	(0.5)		(2.3)		(3.5)		(6.2)
Net income	$	56.5	$	45.9	$	185.7	$	119.2

Net earnings per share
Basic earnings (loss) per share
Continuing operations	$	0.45	$	0.37	$	1.48	$	0.96
Discontinued operations	(0.01)		(0.02)		(0.03)		(0.05)
Basic earnings per share	$	0.44	$	0.35	$	1.45	$	0.91

Diluted earnings (loss) per share
Continuing operations	$	0.44	$	0.37	$	1.47	$	0.96
Discontinued operations	—		(0.02)		(0.03)		(0.05)
Diluted earnings per share	$	0.44	$	0.35	$	1.44	$	0.91

Weighted average common shares outstanding
Basic	127.6		129.4		128.0		130.3
Diluted	128.2		130.2		128.7		131.2

Comprehensive income
Net income	$	56.5	$	45.9	$	185.7	$	119.2
Other comprehensive income (loss), net of tax
Currency translation adjustments	6.2		(1.2)		(0.4)		2.9
Amortization of pension and other postretirement plan prior service credits	(0.5)		(0.4)		(1.3)		(1.3)
Unrealized loss on cash flow hedges	—		(1.5)		—		(4.8)
Other comprehensive income (loss)	5.7		(3.1)		(1.7)		(3.2)
Comprehensive income	$	62.2	$	42.8	$	184.0	$	116.0

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)	June 30 2025		September 30 2024
Assets
Current assets
Cash and cash equivalents	$	68.3	$	68.3
Receivables, net	89.8		86.4
Inventories, net	41.3		39.7
Prepaid expenses and other current assets	39.6		61.0


Total current assets	239.0		255.4
Noncurrent assets
Property, plant and equipment, net	1,050.5		958.7
Operating lease assets	329.3		298.6
Goodwill and intangibles, net	713.1		705.6

Other noncurrent assets	229.7		220.4

Total noncurrent assets	2,322.6		2,183.3
Total assets	$	2,561.6	$	2,438.7

Liabilities and Stockholders’ Equity
Current liabilities

Current portion of long-term debt	$	23.8	$	23.8
Trade and other payables	100.8		117.4
Accrued expenses and other liabilities	202.9		212.7

Total current liabilities	327.5		353.9
Noncurrent liabilities
Long-term debt	1,055.9		1,070.0
Employee benefit obligations	170.4		176.2
Operating lease liabilities	312.2		279.7

Other noncurrent liabilities	382.0		373.3

Total noncurrent liabilities	1,920.5		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 June 30, 2025 and September 30, 2024, respectively	1.3		1.3
Paid-in capital	55.5		51.2
Retained earnings	248.6		123.2


Accumulated other comprehensive income	8.2		9.9
Stockholders' equity	313.6		185.6
Total liabilities and stockholders’ equity	$	2,561.6	$	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


	Nine months ended June 30
(In millions - unaudited)	2025		2024
Cash flows from operating activities
Net income	$	185.7	$	119.2
Adjustments to reconcile net income to cash flows from operating activities:
Loss from discontinued operations	3.5		6.2
(Gain) loss on extinguishment of debt	—		5.1
Gain on sale of operations	(71.6)		—
Depreciation and amortization	86.6		77.1







Stock-based compensation expense	7.4		9.4
Other, net	1.5		1.6
Change in operating assets and liabilities
Receivables	(0.7)		(14.5)
Inventories	(3.8)		(8.0)
Payables and accrued liabilities	(28.4)		(7.6)
Other assets and liabilities	(0.2)		(18.5)
Operating cash flows from continuing operations	180.0		170.0
Operating cash flows from discontinued operations	(4.7)		(6.2)
Total cash provided by operating activities	175.3		163.8
Cash flows from investing activities
Additions to property, plant and equipment	(160.3)		(153.0)
Acquisitions of businesses	(32.1)		(27.9)

Proceeds from sale of operations, net of cash disposed	121.0		(3.7)
Notes receivable, net of repayments of $11.7 in 2025 and $7.5 in 2024	(5.6)		(2.0)

Proceeds from investments	6.0		350.0
Other investing activities, net	(0.9)		(2.0)
Investing cash flows from continuing operations	(71.9)		161.4
Investing cash flows from discontinued operations	—		—
Total cash (used in) provided by investing activities	(71.9)		161.4
Cash flows from financing activities
Proceeds from borrowings	85.0		200.0

Repayments on borrowings	(97.8)		(642.8)

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


Other financing activities, net	(14.0)		(17.4)
Financing cash flows from continuing operations	(103.6)		(672.4)
Financing cash flows from discontinued operations	—		—
Total cash used in financing activities	(103.6)		(672.4)
Effect of currency exchange rate changes on cash, cash equivalents and restricted cash	(0.2)		0.1
Decrease in cash, cash equivalents and restricted cash	(0.4)		(347.1)
Cash, cash equivalents and restricted cash - beginning of period	68.7		413.1
Cash, cash equivalents and restricted cash - end of period	$	68.3	$	66.0

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


	Nine months ended June 30, 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
Net income	—	—		—		56.5		—		56.5

Stock-based compensation, net of issuances	—	—		2.7		—		—		2.7

Other comprehensive income, net of tax	—	—		—		—		5.7		5.7
Balance at June 30, 2025	127.1	$	1.3	$	55.5	$	248.6	$	8.2	$	313.6

SEC Form 10-Q filed by Valvoline Inc.