Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.93M
2: EX-10.08 Form of Stock Appreciation Right Award Agreement HTML 52K
3: EX-10.11 Form of Restricted Stock Unit Award Agreement HTML 50K
4: EX-21 List of Subsidiaries HTML 40K
5: EX-22 List of Guarantor Subsidiaries. HTML 34K
6: EX-23.1 Consent of Ernst & Young LLP. HTML 36K
7: EX-24 Power of Attorney HTML 35K
8: EX-31.1 Certification of Samuel J. Mitchell HTML 38K
9: EX-31.2 Certification of Mary E. Meixelsperger HTML 38K
10: EX-32 Certification of Samuel J. Mitchell and Mary E. HTML 34K
Meixelsperger
17: R1 Cover Page HTML 96K
18: R2 Consolidated Statements of Comprehensive Income HTML 115K
19: R3 Consolidated Balance Sheets HTML 134K
20: R4 Consolidated Balance Sheets (Parenthetical) HTML 47K
21: R5 Consolidated Statements of Stockholders' Deficit HTML 84K
22: R6 Consolidated Statements of Stockholders' Deficit HTML 34K
(Parenthetical)
23: R7 Consolidated Statements of Cash Flows HTML 123K
24: R8 Description of Business and Basis of Presentation HTML 36K
25: R9 Significant Accounting Policies HTML 108K
26: R10 Lease Commitments HTML 151K
27: R11 Fair Value Measurements HTML 82K
28: R12 Acquisitions and Divestitures HTML 67K
29: R13 Equity Method Investments HTML 72K
30: R14 Goodwill and Other Intangibles HTML 83K
31: R15 Restructuring Activities HTML 44K
32: R16 Debt HTML 73K
33: R17 Income Taxes HTML 136K
34: R18 Employee Benefit Plans HTML 274K
35: R19 Litigation, Claims and Contingencies HTML 35K
36: R20 Earnings Per Share HTML 48K
37: R21 Stockholders' Deficit HTML 71K
38: R22 Reportable Segment Information HTML 153K
39: R23 Supplemental Financial Information HTML 84K
40: R24 Subsequent Events HTML 36K
41: R25 Schedule II - Valuation and Qualifying Accounts HTML 77K
42: R26 Significant Accounting Policies (Policies) HTML 171K
43: R27 Significant Accounting Policies (Tables) HTML 41K
44: R28 Lease Commitments (Tables) HTML 125K
45: R29 Fair Value Measurements (Tables) HTML 74K
46: R30 Acquisitions and Divestitures (Tables) HTML 61K
47: R31 Equity Method Investments (Tables) HTML 71K
48: R32 Goodwill and Other Intangibles (Tables) HTML 87K
49: R33 Restructuring Activities (Tables) HTML 42K
50: R34 Debt (Tables) HTML 60K
51: R35 Income Taxes (Tables) HTML 163K
52: R36 Employee Benefit Plans (Tables) HTML 276K
53: R37 Stock-Based Compensation Plans (Tables) HTML 115K
54: R38 Earnings Per Share (Tables) HTML 48K
55: R39 Stockholders' Deficit (Tables) HTML 73K
56: R40 Reportable Segment Information (Tables) HTML 170K
57: R41 Supplemental Financial Information (Tables) HTML 88K
58: R42 Quarterly Financial Information (Unaudited) HTML 82K
(Tables)
59: R43 Significant Accounting Policies - Narrative HTML 100K
(Details)
60: R44 Lease Commitments - Schedule of Lease Balances on HTML 50K
the Balance Sheet (Details)
61: R45 Lease Commitments - Schedule of Lease Costs HTML 47K
(Details)
62: R46 Lease Commitments - Schedule of Other Information HTML 43K
Related to Leases (Details)
63: R47 Lease Commitments - Schedule of Future Lease HTML 79K
Payments for Operating and Finance Leases After
Adoption (Details)
64: R48 Lease Commitments - Future Minimum Rental Payments HTML 71K
Before Adoption (Details)
65: R49 Lease Commitments - Schedule of Weighted Average HTML 41K
Remaining Lease Term and Interest Rates (Details)
66: R50 Fair Value Measurements - Schedule of Assets and HTML 63K
Liabilities at Fair Value (Details)
67: R51 Fair Value Measurements - Narrative (Details) HTML 40K
68: R52 Fair Value Measurements - Fair Value of Debt HTML 56K
(Details)
69: R53 Acquisitions and Divestitures - Narrative HTML 61K
(Details)
70: R54 Acquisitions and Divestitures - Schedule of HTML 73K
Aggregate Cash Consideration and Total Assets
Acquired and Liabilities Assumed (Details)
71: R55 Equity Method Investments - Narrative (Details) HTML 42K
72: R56 Equity Method Investments - Summarized Financial HTML 97K
Information (Details)
73: R57 Goodwill and Other Intangibles - Summary of HTML 54K
Goodwill (Details)
74: R58 Goodwill and Other Intangibles - Schedule of HTML 50K
Finite-Lived Intangible Assets (Details)
75: R59 Goodwill and Other Intangibles - Actual and HTML 46K
Estimated Amortization Expense (Details)
76: R60 Restructuring Activities - Narrative (Details) HTML 35K
77: R61 Restructuring Activities - Schedule of HTML 44K
Restructuring Activity (Details)
78: R62 Debt - Schedule of Long Term Debt (Details) HTML 77K
79: R63 Debt - Narrative (Details) HTML 179K
80: R64 Debt Debt - Schedule of Maturities of Long-Term HTML 48K
Debt (Details)
81: R65 Income Taxes - Schedule of Income Tax Expense HTML 65K
(Details)
82: R66 Income Taxes - Components of Income Before Income HTML 85K
Taxes and Reconciliation of Statutory Federal
Income Tax (Details)
83: R67 Income Taxes - Narrative (Details) HTML 54K
84: R68 Income Taxes - Schedule of Deferred Tax Assets and HTML 84K
Liabilities (Details)
85: R69 Income Taxes - Schedule of Gross Unrecognized Tax HTML 46K
Benefits (Details)
86: R70 Employee Benefit Plans - Narrative (Details) HTML 75K
87: R71 Employee Benefit Plans - Pension and Other HTML 89K
Postretirement Benefit Costs (Details)
88: R72 Employee Benefit Plans - Schedule of Amortization HTML 46K
of Prior Service Cost (Credit) Recognized in AOCI
(Details)
89: R73 Employee Benefit Plans - Schedule of Change in HTML 126K
Benefit Obligations (Details)
90: R74 Employee Benefit Plans - Schedule of Pension Plans HTML 45K
with a Benefit Obligation in Excess of Plan Assets
(Details)
91: R75 Employee Benefit Plans - Schedule of Fair Values HTML 103K
of Plan Assets by Investment Category (Details)
92: R76 Employee Benefit Plans - Schedule of Level 3 HTML 44K
Investments (Details)
93: R77 Employee Benefit Plans - Schedule of Investments HTML 63K
Measured at Fair Value Using NAV Per Share
(Details)
94: R78 Employee Benefit Plans - Schedule of HTML 55K
Weighted-Average Asset Allocations (Details)
95: R79 Employee Benefit Plans - Schedule of Future HTML 68K
Benefit Payments (Details)
96: R80 Stock-Based Compensation Plans - Narrative HTML 75K
(Details)
97: R81 Stock-Based Compensation Plans - Schedule of HTML 48K
Stock-based Compensation Expense (Details)
98: R82 Stock-Based Compensation Plans - Schedule of SARs HTML 75K
Activity (Details)
99: R83 Stock-Based Compensation Plans - Summary of Fair HTML 55K
Value Assumptions Used for Share Based Awards
(Details)
100: R84 Stock-Based Compensation Plans - Schedule of HTML 57K
Nonvested Stock Award Activity (Details)
101: R85 Stock-Based Compensation Plans - Schedule of HTML 70K
Performance Award Activity (Details)
102: R86 Earnings Per Share (Details) HTML 66K
103: R87 Stockholders' Deficit - Other Comprehensive Income HTML 57K
(Loss) (Details)
104: R88 Stockholders' Deficit - Schedule of HTML 66K
Reclassifications From Accumulated Other
Comprehensive Income (Details)
105: R89 Reportable Segment Information - Narrative HTML 38K
(Details)
106: R90 Reportable Segment Information - Financial HTML 69K
Information by Segment (Details)
107: R91 Reportable Segment Information - Sales by Product HTML 67K
Category (Details)
108: R92 Reportable Segment Information - Sales by HTML 84K
Geography as a Percentage of Consolidated Sales
(Details)
109: R93 Reportable Segment Information - Disaggregation of HTML 106K
Revenue (Details)
110: R94 Reportable Segment Information - Sales and HTML 49K
Property, Plant and Equipment by Geographical Area
(Details)
111: R95 Supplemental Financial Information (Details) HTML 69K
112: R96 Supplemental Financial Information - Transactions HTML 40K
with Ashland (Details)
113: R97 Supplemental Financial Information (Details) HTML 44K
114: R98 Supplemental Financial Information (Details) HTML 57K
115: R99 Quarterly Financial Information (Unaudited) HTML 101K
(Details)
116: R100 Subsequent Events (Details) HTML 54K
117: R101 Schedule II - Valuation and Qualifying Accounts HTML 55K
(Details)
119: XML IDEA XML File -- Filing Summary XML 221K
16: XML XBRL Instance -- vvv-20200930_htm XML 4.95M
118: EXCEL IDEA Workbook of Financial Reports XLSX 175K
12: EX-101.CAL XBRL Calculations -- vvv-20200930_cal XML 363K
13: EX-101.DEF XBRL Definitions -- vvv-20200930_def XML 1.43M
14: EX-101.LAB XBRL Labels -- vvv-20200930_lab XML 3.02M
15: EX-101.PRE XBRL Presentations -- vvv-20200930_pre XML 2.00M
11: EX-101.SCH XBRL Schema -- vvv-20200930 XSD 254K
120: JSON XBRL Instance as JSON Data -- MetaLinks 677± 1.02M
121: ZIP XBRL Zipped Folder -- 0001674910-20-000221-xbrl Zip 663K
‘EX-10.08’ — Form of Stock Appreciation Right Award Agreement
Valvoline Inc. (“Valvoline”) hereby grants to the above-named Participant (the “Participant”) Stock Appreciation Rights (“SARs” and this “Award”) pursuant to the 2016 Valvoline Inc. Incentive Plan (the “Plan”) and this agreement (this “Agreement”), in order to provide the Participant with an additional incentive to continue his or her services to Valvoline and its Subsidiaries
and to continue to work for the best interests of Valvoline and its Subsidiaries. Each SAR represents the contingent right (as set forth herein) of the Participant to receive a number of shares of Common Stock (rounded to the nearest whole share) with a Fair Market Value equal to the product of (1) the excess of the Fair Market Value per share of Common Stock over the exercise price per SAR set forth above, multiplied by (2) the number of shares of Common Stock covered by the SAR (or the portion thereof which is so exercised), to be delivered within 30 days following such exercise. For purposes of this Award, Fair Market Value shall be determined in accordance with the Plan as of the date the SAR is exercised. To the extent vested, this Award may be exercised as provided in the Plan, in whole or in part, until the Expiration Date or such earlier date that the Award terminates
as provided herein or pursuant to the Plan. In the event any vested SARs remain outstanding and exercisable as of the Expiration Date and the Fair Market Value per share of Common Stock exceeds the exercise price of the SAR as set forth herein, the outstanding vested SARs shall be deemed to have been exercised on the Expiration Date.
Valvoline confirms this Award to the Participant, as a matter of separate agreement and not in lieu of salary or any other compensation for services, of the number of SARs set forth above, subject to and upon all the terms, provisions and conditions contained herein and in the Plan, including but not limited to the forfeiture provisions of Section 16(H) of the Plan. Capitalized terms used but not defined in this Agreement shall have the meanings given such terms in the Plan.
Following acceptance of
this Award by the Participant, as provided for hereunder, the applicable number of SARs set forth above will become vested and exercisable on the applicable vesting date set forth above (the applicable “Vesting Date”); provided that, except as otherwise provided in Section 12 of the Plan in the event of a Change in Control or as otherwise determined by the Compensation Committee, in the event of the Participant’s termination of employment for any reason other than death, Disability or Qualifying Termination prior to a Vesting Date, all SARs
Personal and Confidential
1
which
have not vested prior to such termination of employment will be forfeited, and any SARs which have vested prior to such termination and have not been exercised will remain exercisable to the extent set forth in Section 10(E) of the Plan. Notwithstanding the foregoing, the Compensation Committee may, in its sole discretion, provide for accelerated vesting and exercisability of the Award or any portion thereof at any time and for any reason; provided that the SARs may not be exercised after the expiration date set forth above.
In the event the Participant’s employment is terminated due to death, Disability or a Qualifying Termination, a pro-rata portion of the SARs (determined by multiplying the number of SARs outstanding as of the date of termination by a fraction, the numerator of which is the number of days elapsed from the Grant Date to the date of
such termination and the denominator of which is the total number of days from the Grant Date to the final Vesting Date, as set forth in the Vesting Schedule) shall become vested as of the date of such termination and any remaining SARs shall be forfeited. Any SARs which become vested upon termination due to death, Disability or a Qualifying Termination shall be exercisable to the extent set forth in Section 10(E) of the Plan.
The Award shall be governed by Section 12 of the Plan in the event of a Change in Control; provided that, without limiting Section 12(A)(3) of the Plan, the Award will not be considered to be assumed, continued, converted or replaced by the surviving or resulting entity in connection with a Change in Control unless, in each case as determined by the Compensation Committee in its sole discretion prior to such Change in Control, (1)
the number and kind of shares or other securities underlying the Award, and the exercise price applicable thereto, are adjusted to prevent dilution of the Participant’s rights hereunder and to preserve the intrinsic value and material terms and conditions of the Award as in effect prior to the Change in Control, and (2) immediately following the Change in Control the Award relates to shares of stock in the surviving or resulting entity which are publicly traded and listed on a national securities exchange.
The SARs and the Participant’s rights under this Agreement may not be sold, assigned, transferred, pledged or otherwise encumbered.
Nothing contained in this Agreement or in the Plan shall confer upon the Participant any right to continue in the employment of, or remain in the service of, Valvoline or any of its Subsidiaries.
Information
about the Participant and the Participant’s participation in the Plan may be collected, recorded and held, used and disclosed by and among Valvoline, its Subsidiaries and any third-party Plan administrators as necessary for the purpose of managing and administering the Plan. The Participant understands that such processing of this information may need to be carried out by Valvoline, its affiliates and Subsidiaries and by third party administrators whether such persons are located within the Participant’s country or elsewhere, including the United States of America. By accepting this Award, the Participant consents to the processing of information relating to the Participant and the Participant’s participation in the Plan in any one or more of the ways referred to above.
The
Participant consents and agrees to electronic delivery of any documents that Valvoline may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the Plan. The Participant understands that, unless earlier revoked by the Participant by giving written notice to Valvoline at 100 Valvoline Way, Lexington, KY40509, Attention: Stock
Personal and Confidential
2
Plan
Administrator, this consent shall be effective for the duration of the Award. The Participant also understands that the Participant shall have the right at any time to request that Valvoline deliver written copies of any and all materials referred to above at no charge.
In consideration of this Award, the Participant agrees that, during the Participant’s employment and the twenty-four (24) month period following the Participant’s termination of employment for any reason, without the prior written consent of Valvoline, the Participant will not:
(i)engage directly or indirectly in any manner or capacity as principal, agent, partner, officer, director, employee or otherwise in any business or activity competitive with the business conducted by Valvoline or any of its Subsidiaries;
or
(ii)perform any act or engage in any activity that is detrimental to the best interests of Valvoline or any of its Subsidiaries, including, without limitation:
(a)solicit or encourage any existing or former employee, director, contractor, consultant, customer or supplier of Valvoline or any of its Subsidiaries to terminate his, her or its relationship with Valvoline or any of its Subsidiaries for any reason; or
(b)disclose
proprietary or confidential information of Valvoline or any of its Subsidiaries to third parties or use any such proprietary or confidential information for the benefit of anyone other than Valvoline and its Subsidiaries (clauses (i) and (ii), the “Participant Covenants”);
provided, however, that clause (ii) above shall not be breached in the event that the Participant discloses proprietary or confidential information to the Securities and Exchange Commission, to the extent necessary to report suspected or actual violations of U.S. securities laws, or the Participant’s disclosure of proprietary or confidential
information is protected under the whistleblower provisions of any applicable law or regulation. Furthermore, Participant is advised that if Participant discloses proprietary or confidential information of Valvoline that constitutes a trade secret to which the U.S. Defend Trade Secrets Act (18 USC Section 1833(b)) applies, then Participant shall not be held criminally or civilly liable under any federal or state trade secret law, or considered to be in violation of the terms of this Agreement, where Participant’s disclosure is made solely for the purpose of reporting or investigating a suspected violation of law and in confidence to a federal, state, or local government official, whether directly or indirectly, or to an attorney; or where Participant’s disclosure is made in a complaint or other document filed in a lawsuit or other proceeding against Valvoline and such filing is made under seal. The Participant understands that if he or she makes a disclosure of proprietary
or confidential information that is covered above, he or she is not required to inform Valvoline, in advance or otherwise, that such disclosure(s) has been made. Nothing in this Agreement shall prohibit the Participant from maintaining the confidentiality of a claim with a governmental agency that is responsible for enforcing a law, or cooperating, participating or assisting in any governmental or regulatory entity investigation or proceeding.
Notwithstanding any other provision of the Plan or this Agreement to the contrary, but subject to any applicable laws to the contrary, the Participant agrees that in the event the Participant fails to comply or otherwise breaches any of the Participant Covenants either during the Participant’s employment or within twenty-four (24) months following the Participant’s termination of employment for any reason, Valvoline may: (i) cancel this Award; (ii) eliminate
or reduce the
Personal and Confidential
3
amount of any compensation, benefit, or payment otherwise payable by Valvoline or any of its Subsidiaries
(either directly or under any employee benefit or compensation plan, agreement, or arrangement, except to the extent such compensation, benefit or payment constitutes deferred compensation under Section 409A of the Internal Revenue Code (“Section 409A”) and such elimination or reduction would trigger a tax or penalty under Section 409A) to or on behalf of the Participant in an amount up to the total amount paid or payable to the Participant under this Agreement; and/or (iii) require the Participant to pay Valvoline an amount up to the total amount paid to the Participant under this Agreement, in each case together with the amount of Valvoline’s court costs, attorney fees, and other costs and expenses incurred in connection therewith. For purposes of this paragraph, the total amount paid under this Agreement shall be determined based on the closing stock price of Common Stock on the date or dates any shares of Common Stock
are delivered in accordance with this Agreement, as determined by the Compensation Committee.
This Award of Stock Appreciation Rights is subject to the Participant’s on-line acceptance of the terms and conditions of this Agreement through the Fidelity website.
By accepting the terms and conditions of this Agreement, the Participant acknowledges receipt of a copy of the Plan, Prospectus, and Valvoline’s most recent Annual Report and Proxy Statement (the “Prospectus Information”). The Participant represents that he or she is familiar with the terms and provisions of the Prospectus Information and hereby accepts this Award on the terms and conditions set forth herein
and in the Plan, and acknowledges that he or she had the opportunity to obtain independent legal advice at his or her expense prior to accepting this Award.
IN WITNESS WHEREOF, Valvoline has caused this instrument to be executed and delivered effective as of the day and year first above written.
