2022 Annual Report
The Next Chapter
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Valvoline is governed by a nine-member board of directors, eight of whom are independent directors under New York Stock Exchange (NYSE) guidelines. The board operates the following committees, all of which consist entirely of outside directors: Audit; Compensation; and Governance
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Richard J. Freeland 2, 3
Chairman of the Board; Retired President and
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Gerald W. Evans Jr. 2, 3
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Carol H. Kruse 2, 3
Former Senior Vice President and Chief
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Committees
- Audit
- Governance and Nominating
- Compensation a. Committee Chair
Forward-Looking Statements:
Certain statements in this Annual Report, other than statements of historical fact, including estimates, projections and statements related to our business plans and operating results, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act
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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 our current expectations, estimates, projections and assumptions as of the date such statements are made and are
Stephen E. Macadam 2, 3
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Vada O. Manager 1, 2a, 3
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Manager Global Consulting Holdings LLC;
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Samuel J. Mitchell, Jr.
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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 our Form 10-K, which has been included in this Annual Report and is available on our website
DWKWWSLQYHVWRUVYDOYROLQHFRPVHFƓOLQJV and on the SEC's website at http://www.sec. gov. We assume 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.
Non-GAAP Measures:
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Jennifer L. Slater 2, 3
Vice President and General Manager, Global
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Charles M. Sonsteby 1a, 2, 3
Retired Vice Chairman,
The Michaels Companies
Mary J. Twinem 1, 2, 3a
Retired Executive Vice President and Chief
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accepted accounting principles in the U.S. (U.S. GAAP), and should not be construed as an alternative to the reported results determined in accordance with U.S. GAAP. Management believes including this non-GAAP information assists investors in understanding the ongoing operating performance of Valvoline's business
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Form 10-K, which has been enclosed with this Annual Report.
Dear Fellow Stakeholders:
Fiscal year 2022 was a transformative year for Valvoline with the successful conclusion of our separation review and the announced sale of our Global Products business for $2.65B. This transaction marks the completion of Valvoline's transformation into a pure-play automotive retail service business with best-in-class service, operations,
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With the success of our service delivery model, our former Retail Services segment has grown to a point where it can thrive as an independent business. The sale of our former Global Products segment will position both businesses with the opportunity to focus on their own investment attributes, strategic priorities, and growth and SURƓWGULYHUV
The new Valvoline is a high-growth,high-margin business, making it a top-tier consumer services growth stock and investment opportunity. We will have both the capital structure and capital allocation strategy that enables targeted investments to capture opportunities in an evolving car parc. Our retail services business is poised to ZLQZLWKDFOHDUVWUDWHJDQGWDOHQWHGWHDPOHGERXUQHZ3UHVLGHQW/RUL)OHHVZKREULQJVVLJQLƓFDQWUHWDLO knowledge into the position.
This year marks 16 consecutive years of system-widesame-store sales growth in our retail business. With such a strong foundation, we are focusing on three key strategies:
- Driving full potential in our core business. We continue to invest in our people, processes, and technology
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The result is consistent growth in ticket and market share (vehicles served per day), both driven by increases in - QRQRLOFKDQJHUHYHQXHDQGWKHVKLIWWRVQWKHWLFVDVZHOODVPDUJLQH[SDQVLRQ
- Accelerating our network growth. We anticipate growing our network footprint from more than 1,700 retail
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- Preparing for the future. :HZLOOFRQWLQXHWRH[SDQGLQWRQHZVHUYLFHVWRPHHWWKHQHHGVRIDQHYROYLQJ
- FDUSDUF7KLVVXPPHUZHH[SDQGHGRXU(9VHUYLFHSLORWLQWRWZRQHZPDUNHWV:KLOH(9SHQHWUDWLRQRIWKH car parc is currently around 1% nationally, Valvoline is focused on enhancing its leading preventive automotive maintenance service to customers regardless of their vehicle type.
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I want to thank our global Valvoline team, both in our Global Products and Retail Services businesses, for their hard work, tenacity and winning approach this past year. Both businesses delivered strong growth against a challenging macro-economic backdrop, in addition to focusing on our corporate strategic actions. At Valvoline, we say it all starts with our people and once again, they have delivered above and beyond this past year.
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Sincerely,
Samuel J. Mitchell, Jr. &KLHI([HFXWLYH2IƓFHU
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
- ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2022
OR
- 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.
Kentucky | 30-0939371 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
100 Valvoline Way,
Lexington, Kentucky 40509
Telephone Number (859) 357-7777
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered |
Common stock, par value $0.01 per share | VVV | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None | ||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | Yes ☑ No ☐ | |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. | Yes ☐ No ☑ |
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 ☑ No ☐
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 ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
The aggregate market value of voting common stock held by non-affiliates at March 31, 2022 was approximately $5.6 billion. At November 18, 2022, there were 174,620,302 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement for its 2023 Annual Meeting of Shareholders (the "Proxy Statement") are incorporated by reference into Part III of this Annual Report on Form 10-K and will be filed within 120 days of the registrant's fiscal year end.
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Valvoline Inc. published this content on 13 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 December 2022 14:22:03 UTC.