Forward-Looking Statements This presentation contains
forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. All
statements, other than statements of historical facts,
contained in the presentation, including statements
regarding our industry, position, goals, strategy, future
operations, future financial position, future revenues,
estimated costs, prospects, margins, profitability, capital
expenditures, liquidity, capital resources, dividends, plans
and objectives of management are forward-looking statements.
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. In
addition, Valvoline(TM) may, from time to time, make
forward-looking statements in its annual report, quarterly
reports and other filings with the Securities and Exchange
Commission ("SEC"), news releases and other written and oral
communications. These forward-looking statements are based
on Valvoline's current expectations and assumptions
regarding, as of the date such statements are made,
Valvoline's future financial condition and operating
performance, strategic and competitive advantages,
leadership and future opportunities, as well as the economy
and other future events or circumstances. Valvoline's
expectations and assumptions include, without limitation,
internal forecasts and analyses of current and future market
conditions and trends, management plans and strategies,
operating efficiencies and economic conditions (such as
prices, supply and demand, cost of raw materials, and the
ability to recover raw-material cost increases through price
increases), and risks and uncertainties associated with the
following: demand for Valvoline's products and services;
sales growth in emerging markets; the prices and margins of
Valvoline's products and services; the strength of
Valvoline's reputation and brand; Valvoline's ability to
develop and successfully market new products and implement
its digital platforms; Valvoline's ability to retain its
largest customers; potential product liability claims;
achievement of the expected benefits of Valvoline's
separation from Ashland (the "Separation"); Valvoline's
substantial indebtedness (including the possibility that
such indebtedness and related restrictive covenants may
adversely affect Valvoline's future cash flows, results of
operations, financial condition and Valvoline's ability to
repay debt) and other liabilities; operating as a
stand-alone public company; Valvoline's relationship with
Ashland; failure, caused by Valvoline, of the Stock
Distribution to Ashland shareholders to qualify for tax-free
treatment, which may result in significant tax liabilities
to Ashland for which Valvoline may be required to indemnify
Ashland; and the impact of acquisitions and/or divestitures
Valvoline has made or may make (including the possibility
that Valvoline may not realize the anticipated benefits from
such transactions or difficulties with integration). These
forward-looking statements are subject to a number of known
and unknown risks, uncertainties and assumptions, including,
without limitation, risks and uncertainties affecting
Valvoline that are described in Item 1A Risk Factors in
Valvoline's quarterly report for the quarter ended June 30,
2017 and in its most recent Form 10-K (including in Item 1A
Risk Factors and "Use of estimates, risks and uncertainties"
in Note 2 of Notes to Consolidated Financial Statements)
filed with the SEC, which is available on Valvoline's
website at http://investors.valvoline.com/sec-filings. In
light of these risks, uncertainties and assumptions, the
forward-looking events and circumstances discussed in this
presentation may not occur, and actual results could differ
materially and adversely from those anticipated or implied
in the forward-looking statements. You should not rely upon
forward-looking statements as predictions of future events.
Although Valvoline believes that the expectations reflected
in these forward-looking statements are reasonable,
Valvoline cannot guarantee future results, level of
activity, performance or achievements. In addition, neither
Valvoline nor any other person assumes responsibility for
the accuracy and completeness of any of these
forward-looking statements. In light of the significant
uncertainties in these forward-looking statements, you
should not regard these statements as a representation or
warranty by Valvoline or any other person that Valvoline
will achieve its objectives and plans in any specified time
frame, or at all. These forward- looking statements are as
of the date of this presentation. Except as required by law,
Valvoline assumes no obligation to update or revise these
forward-looking statements for any reason, even if new
information becomes available in the future. All
forward-looking statements attributable to Valvoline are
expressly qualified in their entirety by these cautionary
statements as well as others made in this presentation and
hereafter in Valvoline's other SEC filings and public
communications. You should evaluate all forward-looking
statements made by Valvoline in the context of these risks
and uncertainties. Regulation G: Non-GAAP Financial
Information The information presented herein regarding
certain financial measures that do not conform to generally
accepted accounting principles in the United States (U.S.
GAAP), including EBITDA, Adjusted EBITDA, EBITDA from
Operating Segments and Free Cash Flow, should not be
construed as an alternative to the reported results
determined in accordance with U.S. GAAP. Valvoline has
included this non-GAAP information to assist in
understanding the operating performance of Valvoline and its
reportable segments. The non-GAAP information provided may
not be consistent with the methodologies used by other
companies. Information regarding Valvoline's definition and
calculations of non-GAAP measures is included in Valvoline's
most recent Form 10-K filed with the SEC, which is available
on Valvoline's website at
http://investors.valvoline.com/sec-filings. Additionally, a
reconciliation of EBITDA and Adjusted EBITDA is included in
the Appendix herein. 2
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