VALVOLINE INC
For the period ended Sep 30, 2024. Filed Nov 22, 2024.
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FY2024 · Filed Nov 22, 2024
VVV$35.73-0.9%Stored close · as of Nov 10, 2026
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this Report
(1) Financial statements
The consolidated financial statements of Valvoline filed as part of this Annual Report on Form 10-K are included in Item 8 of Part II.
Separate financial statements of unconsolidated affiliates are omitted because none of these companies constitute significant subsidiaries using the 20% tests when considered individually.
(2) Financial statement schedules
Financial Statement Schedule II - Valuation and Qualifying Accounts included within this Item 15 in this Annual Report on Form 10-K. All other schedules are not required under the related instructions or are not applicable.
(3) Exhibits
Refer to Item 15(b) included in this Annual Report on Form 10-K.
(b) Documents required by Item 601 of Regulation S-K
| 3.1 | - | Amended and Restated Articles of Incorporation of Valvoline Inc. (incorporated by reference to Exhibit 3.1 to Valvoline's Annual Report on Form 10-K (File No. 001-37884) filed on November 17, 2017). |
| 3.2 | - | Amended and Restated By-laws of Valvoline Inc. (incorporated by reference to Exhibit 3.2 to Valvoline's Annual Report on Form 10-K (File No. 001-37884) filed on December 19, 2016). |
| 4.1 | - | Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to Valvoline’s Registration Statement on Form S-1 (File No. 333-211720) filed on September 12, 2016). |
| 4.2 | - | Indenture, dated as of January 4, 2021, among Valvoline Inc. the guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Valvoline's Current Report on Form 8-K (File No. 001-37884) filed on January 4, 2021. |
| 4.3 | - | Description of Securities (incorporated by reference to Exhibit 4.5 to Valvoline’s Annual Report on 10-K (File No. 001-37884) filed on November 19, 2021). |
The following Exhibits 10.1 through 10.20 are contracts, compensatory plans or arrangements, or management contracts required to be filed as exhibits pursuant to Items 601(b)(10)(ii)(A) and 601(b)(10)(iii)(A) and (B) of Regulations S-K.
| 10.1 | - | Valvoline Inc. 2016 Deferred Compensation Plan for Employees (incorporated by reference to Exhibit 10.1 to Valvoline's Annual Report on Form 10-K (File No. 001-37884) filed on December 19, 2016). |
| 10.2 | - | Valvoline Inc. 2016 Deferred Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.6 to Valvoline's Annual Report on Form 10-K (File No. 001-37884) filed on December 19, 2016). |
| 10.3 | - | 2016 Valvoline Inc. Incentive Plan, as Amended (incorporated by reference to Exhibit 10.1 to Valvoline's Current Report on Form 8-K (File No. 001-37884) filed on February 5, 2019. |
| 10.4 | - | Valvoline Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to Valvoline’s Current Report on Form 8-K (File No. 001-37884) filed on February 5, 2018). |
| 10.5 | - | Form of (Outside Directors) Restricted Stock Award Agreement pursuant to the 2016 Valvoline Inc. Incentive Plan (incorporated by reference to Exhibit 10.3 to Valvoline's Annual Report on Form 10-K (File No. 001-37884) filed on December 19, 2016). |
| 10.6 | - | Form of Performance Stock Unit Award Agreement pursuant to the 2016 Valvoline Inc. Incentive Plan (incorporated by reference to Exhibit 10.5 to Valvoline's Current Report on Form 8-K (File No. 001-37884) filed on May 15, 2017). |
| 10.7 | - | Form of Stock Appreciation Right Award Agreement pursuant to the 2016 Valvoline Inc. Incentive Plan (incorporated by reference to Exhibit 10.6 to Valvoline's Current Report on Form 8-K (File No. 001-37884) filed on May 15, 2017). |
| 10.8 | - | Form of Stock Appreciation Right Award Agreement pursuant to the 2016 Valvoline Inc. Incentive Plan, as Amended, for awards granted after fiscal 2020 (incorporated by reference to Exhibit 10.8 to Valvoline's Annual Report on Form 10-K (File No. 001-37884) filed on November 24, 2020). |
| 10.9 | - | Form of Restricted Stock Unit Agreement pursuant to the 2016 Valvoline Inc. Incentive Plan, as Amended, for awards granted after fiscal 2020 (incorporated by reference to Exhibit 10.11 to Valvoline's Annual Report on Form 10-K (File No. 001-37884) filed on November 24, 2020). |
| 10.10 | - | Form of Outside Director Restricted Stock Unit Award Agreement pursuant to the 2016 Valvoline Inc. Incentive Plan (incorporated by reference to Exhibit 10.1 to Valvoline’s Quarterly Report on Form 10-Q (File No. 001-37884) filed on February 9, 2022). |
| 10.11 | - | Valvoline Inc. Nonqualified Defined Contribution Plan (incorporated by reference to Exhibit 10.4 to Valvoline's Annual Report on Form 10-K (File No. 001-37884) filed on December 19, 2016). |
| 10.12 | - | Ashland Inc. Nonqualified Excess Benefit Pension Plan (incorporated by reference to Exhibit 10.12 to Valvoline's Annual Report on Form 10-K (File No. 001-37884) filed on November 17, 2017). |
| 10.13 | - | Amendment to Ashland Inc. Nonqualified Excess Benefit Pension Plan, effective as of September 1, 2016 (incorporated by reference to Exhibit 10.7 to Valvoline's Annual Report on Form 10-K (File No. 001-37884) filed on December 19, 2016). |
| 10.14 | - | Amendment to Ashland Inc. Nonqualified Excess Benefit Pension Plan, effective as of September 30, 2016 (incorporated by reference to Exhibit 10.9 to Valvoline's Annual Report on Form 10-K (File No. 001-37884) filed on December 19, 2016). |
| 10.15 | - | Ashland Inc. Supplemental Early Retirement Plan for Certain Employees (“Ashland SERP”) (incorporated by reference to Exhibit 10.15 to Valvoline's Annual Report on Form 10-K (File No. 001-37884) filed on November 17, 2017). |
| 10.16 | - | Amendment to Ashland SERP, effective as of January 1, 2015 (incorporated by reference to Exhibit 10.16 to Valvoline's Annual Report on Form 10-K (File No. 001-37884) filed on November 17, 2017). |
| 10.17 | - | Amendment to Ashland SERP, effective as of September 1, 2016 (incorporated by reference to Exhibit 10.17 to Valvoline's Annual Report on Form 10-K (File No. 001-37884) filed on November 17, 2017). |
| 10.18 | - | Amendment to Ashland SERP, effective as of September 30, 2016 (incorporated by reference to Exhibit 10.8 to Valvoline's Annual Report on Form 10-K (File No. 001-37884) filed on December 19, 2016). |
| 10.19* | - | Valvoline Change in Control Severance Plan, as amended and restated, effective September 19, 2024. |
| 10.20 | - | Valvoline Severance Pay Plan, as amended and restated, effective January 1, 2022 (incorporated by reference to Exhibit 10.4 to Valvoline's Quarterly Report on Form 10-Q (File No. 001-37884) filed on February 9, 2022). |
| 10.21 | - | Amendment and Restatement Agreement, dated as of December 12, 2022, among Valvoline Inc. (“Valvoline”), certain subsidiaries of Valvoline party thereto, The Bank of Nova Scotia, as Administrative Agent, swing line lender and an L/C issuer, and the lenders party thereto (including Exhibit A – Amended and Restated Credit Agreement, among Valvoline, The Bank of Nova Scotia, as Administrative Agent, swing line lender and an L/C issuer, and the lenders party thereto) (incorporated by reference to Exhibit 10.1 to Valvoline Current Report on Form 8-K (File No. 001-37884) filed on December 13, 2022. |
| 10.22 | - | Separation Agreement, dated as of September 22, 2016, by and between Ashland Inc. and Valvoline Inc. (incorporated by reference to Exhibit 10.15 to Valvoline's Annual Report on Form 10-K (File No. 001-37884) filed on December 19, 2016). |
| 10.23 | - | Tax Matters Agreement, dated as of September 22, 2016, by and between Ashland Inc. and Valvoline Inc. (incorporated by reference to Exhibit 10.18 to Valvoline's Annual Report on Form 10-K (File No. 001-37884) filed on December 19, 2016). |
| 10.24 | - | Amendment to Tax Matters Agreement, dated as of January 13, 2023, between Ashland Inc. and Valvoline Inc. (incorporated by reference to Exhibit 10.1 to Valvoline’s Current Report on Form 8-K (File No. 001-37884) filed on January 20, 2023). |
| 10.25 | - | Employee Matters Agreement, dated as of September 22, 2016, by and between Ashland Inc. and Valvoline Inc. (incorporated by reference to Exhibit 10.19 to Valvoline's Annual Report on Form 10-K (File No. 001-37884) filed on December 19, 2016). |
| 10.26 | - | Amended and Restated Equity Purchase Agreement (“Equity Purchase Agreement”), dated as of March 1, 2023, among Valvoline Inc., Gateway Velocity Holding Corp., and, solely for the purposes set forth therein, Aramco Overseas Company B.V. (incorporated by reference to Exhibit 10.1 to Valvoline Current Report on Form 8-K (File No. 001-37884) filed on March 1, 2023). |
| 10.27 | - | Supply Agreement by and between VGP Holdings LLC, Valvoline Inc. and Valvoline LLC, effective as of March 1, 2023 (incorporated by reference to Exhibit 10.1 to Valvoline’s Quarterly Report on Form 10-Q (File No. 001-37884) filed on May 10, 2023). |
| 10.28 | - | Trademark Co-Existence Agreement by and between, on the one hand, Valvoline LLC, Valvoline Licensing and Intellectual Property LLC, and Valvoline Inc. and, on the other hand, VGP Holdings LLC and VGP IPCo LLC, dated as of March 1, 2023 (incorporated by reference to Exhibit 10.2 to Valvoline’s Quarterly Report on Form 10-Q (File No. 001-37884) filed on May 10, 2023). |
| 10.29 | - | Letter Agreement to Equity Purchase Agreement, dated as of September 25, 2023, by and among Valvoline Inc., Aramco Valvoline Global Holding Corp., and Aramco Overseas B.V. (incorporated by reference to Exhibit 10.31 to Valvoline's Annual Report on Form 10-K (File No. 001-37884) filed on November 20, 2023). |
| 19* | - | Securities Laws and Insider Trading Policy. |
| 21* | - | List of Subsidiaries. |
| 23.1* | - | Consent of Ernst & Young LLP. |
| 24* | - | Power of Attorney. |
| 31.1* | - | Certification of Lori A. Flees, Chief Executive Officer of Valvoline, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | - | Certification of Mary E. Meixelsperger, Chief Financial Officer of Valvoline, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32** | - | Certification of Lori A. Flees, Chief Executive Officer of Valvoline, and Mary E. Meixelsperger, Chief Financial Officer of Valvoline, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1 | - | Valvoline Inc. Executive Compensation Recovery (Clawback) Policy (incorporated by reference to Exhibit 97.1 to Valvoline’s Annual Report on Form 10-K (File No. 001-37884) filed on November 20, 2023). |
| 101.INS | - | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | - | XBRL Taxonomy Extension Schema Document. |
| 101.CAL | - | XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | - | XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | - | XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | - | XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | - | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
- Filed herewith.
** Furnished herewith.
SM Service mark, Valvoline Inc. or its subsidiaries, registered in various countries.
™ Trademark, Valvoline Inc. or its subsidiaries, registered in various countries.
† Trademark owned by a third party.
Upon written or oral request, a copy of the above exhibits will be furnished at cost.
| VALVOLINE INC. | |||||
|---|---|---|---|---|---|
| SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | |||||
| For the years ended September 30, 2024, 2023 and 2022 | |||||
| (In millions) | |||||
| (A) · (B) · (C) · (D) · (E) | |||||
| Additions | |||||
| Description | Balance at beginning of period | Charged to expenses | Charged to other accounts | Deductions | Balance at end of period |
| Current allowance for credit losses | |||||
| Year ended September 30, 2024 | $0.6 | $0.6 | $0.1 | $— | $1.3 |
| Year ended September 30, 2023 | $4.6 | $(0.6) | $(3.4)(a) | $— | $0.6 |
| Year ended September 30, 2022 | $0.3 | $4.5 | $(0.2) | $— | $4.6 |
| Allowances for loan losses | |||||
| Year ended September 30, 2024 | $2.4 | $— | $0.2 | $— | $2.6 |
| Year ended September 30, 2023 | $2.2 | $— | $0.2 | $— | $2.4 |
| Year ended September 30, 2022 | $2.1 | $— | $0.1 | $— | $2.2 |
| Inventory excess and obsolete reserves | |||||
| Year ended September 30, 2024 | $1.1 | $0.2 | $— | $— | $1.3 |
| Year ended September 30, 2023 | $2.0 | $(0.3) | $(0.6)(a) | $— | $1.1 |
| Year ended September 30, 2022 | $0.8 | $1.2 | $— | $— | $2.0 |
| Deferred tax asset valuation allowance | |||||
| Year ended September 30, 2024 | $3.0 | $(2.0) | $— | $— | $1.0 |
| Year ended September 30, 2023 | $33.3 | $(30.3) | $— | $— | $3.0 |
| Year ended September 30, 2022 | $31.8 | $1.5 | $— | $— | $33.3 |
(a) Includes currency translation and balances reclassified to held for sale within the Consolidated Balance Sheet.
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