11-K 1 a12312022_vvvx11k.htm 11-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
____________
 
 
FORM 11-K
 
 ____________
  
(Mark One):
 
 ☑ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2022
 
OR

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

For the transition period from __________ to __________
  
Commission File Number 001-37884

  
 A.Full title of the plan and the address of the plan, if different from that of the issuer named below:
 
VALVOLINE 401(k) PLAN

 
 B.Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
 
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VALVOLINE INC.
100 Valvoline Way, Suite 100
Lexington, Kentucky 40509
 




Valvoline 401(k) Plan
TABLE OF CONTENTS


 
  Page
Report of Independent Registered Public Accounting Firm  
   
Financial Statements:  
   
Statements of Net Assets Available for Benefits  
Statement of Changes in Net Assets Available for Benefits  
Notes to Financial Statements  
   
Supplemental Schedule*  
   
Schedule H; Line 4i – Schedule of Assets (Held at End of Year)  
Signature
Exhibit Index
 
*Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Valvoline Retirement Committee
and Participants of the Valvoline 401(k) Plan

Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Valvoline 401(k) Plan (the Plan) as of December 31, 2022 and 2021 and the related statement of changes in net assets available for benefits for the year ended December 31, 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2022 and 2021, and the changes in net assets available for benefits of the Plan for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information contained in Schedule H, line 4i, - Schedule of Assets (Held at End of Year) as of December 31, 2022 has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
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We have served as the Plan’s auditor since 2017.
Lexington, Kentucky
June 28, 2023
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Valvoline 401(k) Plan
Statements of Net Assets Available for Benefits

December 31
20222021
Assets  
Investments, at fair value$255,901,511 $540,631,395 
Receivables:  
Participant contributions316,039 363,966 
Employer contributions286,129 320,554 
Notes receivable from participants 3,594,062 5,581,804 
Securities receivable93,726 202,509 
Total assets260,191,467 547,100,228 
Liabilities  
Securities payable47,178 203,441 
Total liabilities47,178 203,441 
Net assets available for benefits$260,144,289 $546,896,787 


The accompanying Notes to Financial Statements are an integral part of these Financial Statements.
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Valvoline 401(k) Plan
Statement of Changes in Net Assets Available for Benefits

Year ended
December 31, 2022
Additions to net assets attributed to: 
Contributions:
Participants$20,818,780 
Employer21,034,955 
Rollover3,149,209 
Total contributions45,002,944 
Interest and dividend income1,410,670 
Interest income on notes receivable from participants 263,060 
Total additions46,676,674 
  
Deductions from net assets attributed to:
Net depreciation in fair value of investments(88,916,074)
Benefits paid to participants(43,960,328)
Administrative expenses(890,438)
Total deductions(133,766,840)
  
Transfers to other benefit plans:
Transfers to Valvoline Global Operations 401(k) Plan(197,145,837)
Transfers to U.S. qualified pension plans(2,516,495)
Total transfers(199,662,332)
  
Decrease in net assets
(286,752,498)
Net assets available for benefits
Beginning of year546,896,787 
End of year$260,144,289 


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




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Valvoline 401(k) Plan
Notes to Financial Statements

NOTE 1 – DESCRIPTION OF THE PLAN
General

The Valvoline 401(k) Plan (the “Plan”) is a contributory, defined contribution plan established on January 1, 2017 available to substantially all U.S. employees of Valvoline LLC (“Valvoline” or the “Company”). Employees in designated eligible groups may immediately enroll in the Plan, regardless of the amount of Company service. The Plan is designed to qualify under sections 401(a), 401(k), and 401(m) of the Internal Revenue Code of 1986, as amended (“IRC”) and is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

Transfers to other benefit plans

Certain participants are given the option to transfer amounts from the Plan to the Company’s U.S. qualified pension plans once they meet retirement age. These transfers are presented in Transfers to U.S. qualified pension plans within the Statement of Changes in Net Assets Available for Benefits.

In July 2022, Valvoline entered into a definitive agreement to sell its Global Products business (“Global Products”). In anticipation of completing the sale, the Company established the Valvoline Global Operations 401(k) Plan for the benefit of Global Products employees that participated in Valvoline 401(k) Plan. In December 2022, applicable participant account balances and related assets with respect to these Global Products employees were transferred to and assumed by the Valvoline Global Operations 401(k) Plan, with the exception of investments in the Valvoline Common Stock Fund which remained in the Plan as of December 31, 2022. The transfers of participant account balances and related assets associated with Global Products employees that occurred during the year ended December 31, 2022 are presented in Transfers to Valvoline Global Operations 401(k) Plan within the Statement of Changes in Net Assets Available for Benefits.

Contributions and funding

All eligible employees of the Company may defer a portion of their eligible compensation by making contributions to the Plan. Participants may elect to contribute up to 65% of their eligible compensation, up to certain IRC limits. Annual contributions per participant for 2022 were limited to $20,500.

After meeting a one-year minimum service requirement, certain hourly employees are entitled to employer matching equal to 100% of their employee contributions, up to a maximum of five percent of eligible compensation. As soon as administratively feasible after their date of hire, all other participants receive employer matching equal to 100% of their employee contributions, up to a maximum of four percent of eligible compensation. In addition, Valvoline contributes another four percent of eligible compensation as a basic retirement contribution to certain eligible employees.

The Plan also allows eligible employees, aged 50 and older to elect to make additional catch-up contributions, subject to IRC limits. Catch-up contribution amounts are not eligible for employer matching contributions. The annual limit on catch-up contributions was $6,500 in 2022.

Participants may direct their contributions and employer contributions, which include employer matching and basic retirement contributions, among various investment options, including market index funds, collective trusts, a Company stock fund, money market funds, and self-directed brokerage accounts.

Vesting

Participants are immediately fully vested in employee and employer contributions plus actual earnings on these contributions, and upon termination of employment, participants are entitled to full distributions of these amounts.

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Participant accounts

Employee and employer contributions are credited to the participant’s account. Investment fund returns are allocated to participant accounts based on the participant’s account balance and the earnings or losses generated by the fund during the period it was owned by the participant. A participant is entitled to the participant’s account balance including allocated returns.

Employee Stock Ownership Plan

Under the terms of the Plan, the Valvoline Common Stock Fund is an employee stock ownership plan in accordance with IRC Section 4975(e)(7). Participants have the option to receive dividends on their shares of stock held in the Valvoline Common Stock Fund distributed in cash or reinvested within the Valvoline Common Stock Fund.

Notes receivable from participants

Participants may hold one loan effective January 1, 2018 and were permitted to hold up to two loans at any one time in periods prior to this date. Participants may borrow up to a maximum of $50,000 or 50% of their account balance, whichever is less, reduced by the difference between the highest outstanding loan balance during the twelve months prior to the loan origination and the actual balance on the date of the loan origination. Participant loans are collateralized by the balance in the participant’s account and bear a monthly fixed interest rate based on the prime rate in effect on the last business day of the month prior to loan origination plus 1%. Annual interest rates on notes receivable outstanding as of December 31, 2022 range from 4.25% to 9.25%. The term of the loans may be up to five years; however, participants may make early payments, and there are certain loans which were transferred into the Plan under the terms of other benefit plans that continue to be repaid according to the terms of those original loans.

A loan origination fee and annual maintenance fees are deducted from the participant’s account. Principal and interest are paid ratably over the term of the loan and are allocated to the investment funds elected for current contributions. The notes receivable balance represents the unpaid principal balance plus accrued but unpaid interest.

Withdrawals and payments of benefits

There are certain restrictions on a participant’s right to withdraw contributions and any returns thereon while actively employed by Valvoline based on the source and use of the funds and the participant’s age. Participants may withdraw their account balances upon reaching the age of 59½ or upon termination of employment. Upon termination of employment, a participant will receive a lump-sum distribution equal to the value of the participant's account if it is equal to or less than $1,000 (unless the participant chooses a direct rollover within 30 days). A terminated participant with an account value of more than $1,000 may elect to receive a direct rollover to another tax-qualified plan or individual retirement account, a lump-sum payment, periodic installment payments, or the participant may leave the benefits within the Plan until the participant reaches the Plan’s retirement age. Upon the death of a participant, the participant’s beneficiary shall be eligible to receive a distribution of the participant’s account.

Plan termination

The Company currently has no plans to terminate the Plan; however, the Company reserves the right to terminate the Plan at any time, subject to the provisions set forth in ERISA.  

Risks and uncertainties

The Plan provides for various investment options in securities. Investment securities are exposed to various risks, such as interest rate, market fluctuations and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect the values of investment securities, participant account balances, and the amounts reported in the financial statements.

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NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation

The financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). 

Use of estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Investment valuation and income recognition

The Plan’s investments are stated at fair value as disclosed in Note 3. Purchases and sales of securities are recorded on a trade-date basis. Interest is recorded on an accrual basis. Dividends are recorded on the ex-dividend date. The Plan presents net appreciation or depreciation in the fair value of investments within the Statement of Changes in Net Assets Available for Benefits, which consists of the realized and unrealized gains and losses on investments purchased, sold and held during the year.

Payment of benefits

Distributions of benefits are recorded when paid.

Rollover contributions

Participants may elect to rollover balances from other tax-qualified retirement plans into the Plan, which are included in the Rollover caption within contributions in the Statement of Changes in Net Assets Available for Benefits.

Administrative expenses

The costs and expenses of administering the Plan are shared by Valvoline and Plan participants, except loan origination and periodic account maintenance fees, which are paid by participants. Investment management fees are paid to the investment managers from their respective funds.

NOTE 3 – FAIR VALUE MEASUREMENTS
Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. As part of the framework for measuring fair value, the accounting guidance provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). An instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the instrument’s fair value measurement. The three levels within the fair value hierarchy are described as follows:

Level 1 – Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs, other than quoted prices included in Level 1, that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3 – Unobservable inputs for the asset or liability for which there is little, if any, market activity at the measurement date.

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The following table sets forth, by level within the fair value hierarchy, the Plan’s investments that are measured at fair value as of December 31:

20222021
Level 1TotalLevel 1Total
Valvoline Common Stock Fund:
Money market fund$660,481 $660,481 $840,179 $840,179 
Valvoline Inc. common stock70,324,019 70,324,019 85,969,932 85,969,932 
Self-directed brokerage accounts11,991,970 11,991,970 43,140,292 43,140,292 
Total assets in the fair value hierarchy82,976,470 82,976,470 129,950,403 129,950,403 
Collective trust funds (a)
— 172,925,041 — 410,680,992 
Investments, at fair value$82,976,470 $255,901,511 $129,950,403 $540,631,395 
(a)Collective trust funds that are measured at fair value using the net asset value (“NAV”) per share practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented as investments in the Statements of Net Assets Available for Benefits.

The following is a description of the valuation methodologies used for investments measured at fair value:

Valvoline Common Stock Fund

Certain assets of the Plan are invested in employer common stock through a unitized stock fund, which includes Valvoline Inc. common stock and investments in a money market fund for liquidity purposes. Valvoline Inc. common stock is valued based on the underlying shares held by the Plan at the closing quoted price from the active market in which the securities are traded. Money market funds trade in an active market and are valued using quoted market prices.

Self-directed brokerage accounts

Self-directed brokerage accounts allow participants to invest in a broad range of mutual funds and are valued using quoted market prices of the underlying investments in active markets. These accounts may also include uninvested cash recorded at carrying value, which approximates fair value.

Collective trust funds

Collective trust funds represent investments held in pooled funds that are valued based on the NAV provided by the funds as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund, less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. Participant transactions (purchases and sales) may occur daily. Were the Plan to initiate a full redemption of the collective trust funds, a twelve month notice period for $12,054,741 invested in the PIMCO Stable Value Fund would be required. There were no other significant redemption restrictions or unfunded commitments on these investments as of December 31, 2022.

NOTE 4 – TRANSACTIONS WITH PARTIES-IN-INTEREST
Related party transactions during the year included investments in Valvoline Inc. common stock and loans made to participants presented in Notes receivable from participants on the Statement of Net Assets Available for Benefits. The Plan held 2,153,875 and 2,305,442 shares of Valvoline Inc. common stock as of December 31, 2022 and 2021, respectively, which had a respective fair value of $70,324,019 and $85,969,932. During 2022, the Plan received cash dividends on Valvoline Inc. common stock of $1,118,579.

Certain investments of the Plan were held in investment funds managed by Fidelity Management Trust Company (“Fidelity”), who also acts as the trustee and recordkeeper of the Plan. Fees of $602,782 were paid by the Plan to Fidelity in 2022 for investment management.

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Certain investments of the Plan were held in investment funds managed by Aon Investments USA, Inc. ("Aon"), who acts as the investment advisor to the Plan. Fees of $287,656 were paid by the Plan to Aon for investment advice in 2022.

The Company also provides certain administrative and accounting services to the Plan for which it is not compensated.

None of these related party transactions are prohibited transactions as defined under ERISA.

NOTE 5 – RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of December 31:

20222021
Net assets available for benefits per financial statements$260,144,289 $546,896,787 
Less certain deemed distributions of participant loans(366,662)(429,038)
Net assets available for benefits per Form 5500$259,777,627 $546,467,749 

The following is a reconciliation of the net asset appreciation per the financial statements to the Form 5500 for the year ended December 31, 2022:

Decrease in net assets per the financial statements$(286,752,498)
Less certain deemed distributions of participant loans and related interest62,376 
Total decrease in net assets per Form 5500$(286,690,122)

NOTE 6 – TAX STATUS OF THE PLAN
The Plan received a favorable tax determination letter from the Internal Revenue Service ("IRS") dated August 1, 2018, which states that the Plan is qualified under IRC Section 401(a), and therefore, the related trust is exempt from federal income taxes. Although the Plan that the IRS reviewed in issuing its most recent determination letter was since amended, the Plan administrator believes that the Plan is designed and being operated in compliance with the applicable requirements of the IRC to maintain its qualified status. Accordingly, income taxes are not provided for in the accompanying financial statements.   

U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. Plan management has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2022, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits of the Plan for any tax periods in progress.

NOTE 7 – SUBSEQUENT EVENTS
Sale of Global Products

On January 1, 2023, the Valvoline Global Operations 401(k) Plan became active for employees of Global Products, and the Company completed its sale of the Global Products business on March 1, 2023. Effective upon completion of the sale, Global Products participants in the Plan that with investments in the Valvoline Common Stock Fund were considered terminated participants and had all withdrawal and benefit payment options available that are described in Note 1, including the option to retain the benefits within the Plan.


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Modified "Dutch auction" tender offer

On June 13, 2023, Valvoline completed a modified "Dutch auction" tender offer (the "Offer") to acquire issued and outstanding shares of the Company's common stock. Participants in the Plan holding an investment in the Valvoline Common Stock Fund were eligible to participate in the Offer by directing the Plan's trustee as to the number of shares and prices at which to tender such shares. Based on a final purchase price of $38.00 per share, the Plan's trustee did not tender any shares of the Company’s common stock held in the Valvoline Common Stock Fund.
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Valvoline 401(k) Plan
Employer Identification Number 30-0939371
Plan Number 002
Schedule H; Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2022
(a)(b)(c)(d) (e)
Identity of IssueDescription of InvestmentCost**Current Value
Common Stock:
*Valvoline Inc. Common StockCommon Stock Fund$70,324,019 
Self-Directed Brokerage Accounts:
*Fidelity BrokerageLink Self-Directed Brokerage Accounts11,991,970 
Collective Trust Funds:
*Aon Inflation Strategy Collective Investment Fund1,104,595 
*Aon Index Retirement IncomeCollective Investment Fund883,659 
*Aon Index 2015 Collective Investment Fund973,113 
*Aon Index 2020Collective Investment Fund6,393,453 
*Aon Index 2025Collective Investment Fund14,950,165 
*Aon Index 2030Collective Investment Fund16,666,413 
*Aon Index 2035Collective Investment Fund10,788,889 
*Aon Index 2040Collective Investment Fund13,363,869 
*Aon Index 2045Collective Investment Fund12,981,523 
*Aon Index 2050Collective Investment Fund14,079,045 
*Aon Index 2055Collective Investment Fund9,935,012 
*Aon Index 2060Collective Investment Fund255,219 
*Aon Growth StrategyCollective Investment Fund317,771 
*Aon Income StrategyCollective Investment Fund12,096,740 
PIMCO Stable Value FundCommon Collective Trust12,054,741 
SSgA Global Equity ex US Index FundCommon Collective Trust2,877,744 
SSgA Russell Small Mid Cap Index FundCommon Collective Trust11,154,006 
SSgA S&P 500 Index FundCommon Collective Trust29,018,954 
SSgA US Bond Index FundCommon Collective Trust3,030,130 
Total Common Collective and Investment Trusts172,925,041 
Money Market Funds:
*Fidelity Management Trust Company Institutional Cash Portfolio Money Market Fund660,481 
$255,901,511 
*Notes receivable from participants1-6 Years, interest 4.25% - 9.25%$— $3,594,062 
* Indicates parties-in-interest to the Plan
** Cost information is not required for participant-directed investments, and therefore, is not presented
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SIGNATURE

THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

VALVOLINE 401(k) PLAN
Date:June 28, 2023/s/ Eivind Kolemainen
Chair of the Valvoline Retirement Committee


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EXHIBIT INDEX



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