VALVOLINE INC. The following discussion should be read in conjunction with the consolidated financial statements and the accompanying Notes to Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K.
BUSINESS OVERVIEW AND PURPOSE
Valvoline Inc. is a global vehicle and engine care company that continuously powers the future of mobility through innovative services and products for electric, hybrid, and internal combustion powertrains. Valvoline has consistently led the way innovating and reinventing its services and products for changing technologies and customer needs throughout its 155-year history. Valvoline operates a fast-growing, best-in-class network of service center stores, which are well positioned to serve evolving vehicle maintenance needs with Valvoline's iconic products. In addition to its quick, easy, and trusted quick lube oil change services and the legendary Valvoline-branded passenger car motor oils, Valvoline provides a wide array of lubricants, chemicals, fluids, and other complementary products and services, including leading the world's supply of battery fluids to electric vehicle manufacturers, with each solution tailored to help extend vehicle and engine range and efficiency. Valvoline provides vehicle and engine care solutions to a range of customers, including end consumers, original equipment manufacturers ("OEM"), mass market and automotive parts retailers, small to large installers, vehicle fleets, and distributors, among others. Valvoline operates and franchises approximately 1,600 service center locations and is the second and third largest chain inthe United States ("U.S.") andCanada , respectively, by number of stores. With sales in more than 140 countries and territories, Valvoline's solutions are available for every engine and powertrain, including high-mileage and heavy-duty applications, and are offered at more than 80,000 locations worldwide. Valvoline's fiscal year ends onSeptember 30 of each year and Valvoline has two reportable segments: Retail Services and Global Products with certain corporate and non-operational items included in Corporate to reconcile to consolidated results. Refer to Item 1 included in Part I of this Annual Report on Form 10-K for a description of Valvoline's reportable segments.
RECENT DEVELOPMENTS
OnOctober 12, 2021 , Valvoline announced that it is accelerating its continued transformation by pursuing a separation of its two reportable segments, Retail Services and Global Products. Valvoline is evaluating the alternatives to accomplish the separation, and no timetable has currently been established for its completion. The separation is expected to provide both businesses with the opportunity to pursue their respective strategic priorities, allocate capital to drive success, and create significant and sustainable value for the Company's shareholders. 32
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FISCAL 2021 OVERVIEW
Fiscal 2021 was a remarkable year for growth and transformation at Valvoline.
The strategy to shift to a more services-driven business was strengthened as
Retail Services increased its contribution to total profitability. Key operating
highlights are presented below, each of which is discussed more fully in this
Annual Report on Form 10-K:
27% 32% 36%
Growth in sales Increase in net income Growth in diluted EPS
21.2% 9% 16%
Retail Services growth Retail Services growth Global Products
in system-wide SSS in system-wide units volume growth
$218 million
28% Returned to shareholders $404 million
Growth in adjusted EBITDA through dividends and share Cash flows from operations
repurchases
In addition to these results in fiscal 2021, the following key events occurred during the year:
•Completed the issuance of the 3.625% senior unsecured notes due 2031 (the "2031 Notes") with an aggregate principal amount of$535 million and used the net proceeds, together with$312 million in cash and cash equivalents on hand, to redeem its 4.375% senior unsecured notes due 2025 (the "2025 Notes") with an aggregate principal amount of$800 million and pay related expenses and fees.
•Realigned the Company's global operations into two reportable segments, accelerating the strategic shift to a services-driven business.
•Began production at the blending and packaging plant in
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--------------------------------------------------------------------------------Summarized below are Valvoline's trends in consolidated sales and net income over the last two fiscal years:
[[Image Removed: vvv-20210930_g3.jpg]]Retail Services
Retail Services marked its 15th consecutive year for system-wide
same-store-sales ("SSS") growth and added 132 net new stores to the system. The
table below highlights the exceptional growth in Retail Services over the last
two years:
Growth vs. Growth vs.
(In millions, except store count) Fiscal Year 2021 2020 2019
Segment sales $ 1,221 38 % 49 %
System-wide store sales $ 1,970 30 % 39 %
System-wide store count 1,594 9 % 15 %
Operating income $ 321 54 % 57 %
Adjusted EBITDA $ 382 55 % 60 %
Years ended September 30
2021 2020 2019
System-wide SSS growth 21.2 % 2.3 % 10.1 %
Global Products
Global Products continued to gain share in key international markets and
expanded distribution in North America , leveraging the strength of Valvoline's
brand and technology. Global Products has exhibited steady growth as shown in
below:
Growth vs. Growth vs.
(In millions) Fiscal Year 2021 2020 2019
Segment sales $ 1,760 20 % 12 %
Operating income $ 298 5 % 11 %
Adjusted EBITDA $ 327 6 % 10 %
Lubricant sales (gallons) 160.9 16 % 7 %
COVID-19 UPDATE
Valvoline has been able to substantially maintain its operations, demonstrating
growth and strong results while managing through the effects of the COVID-19
global pandemic. Management is unable to reasonably quantify the
34
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impact of COVID-19 on its current year results due to their breadth and
variability given the current stage and duration of the pandemic. During fiscal
2021, demand has been strong amid uneven global recoveries as miles driven and
volumes have improved from the depths of the pandemic restrictions in fiscal
2020. Volumes across the business are ahead of pre-COVID trends and though
certain of the cost benefits experienced in the prior year that were in part
believed to have been prolonged due to or as a result of the pandemic, have
inverted with supply chain challenges and overwhelming demand, in addition to a
tightening labor market, in fiscal 2021, Valvoline has and continues to focus on
these challenges in order to minimize impacts on the business and its results.
In the face of these pressures, Valvoline delivered exceptional results in
fiscal 2021 and will continue to focus on passing through price increases and
managing supply chain bottlenecks during the first half of fiscal 2022.
Valvoline's wholly-owned lubricant blending and packaging plants and retail
service center stores have remained operational during fiscal 2021, while
managing through the lingering effects of the pandemic. The Company's priority
remains the safe operation of its facilities to protect its employees, customers
and business partners. The drive-through, stay-in-your-car service experience
and masking requirements continue to minimize contact between store teams and
customers. Procedures in Valvoline's global plants and offices also continue to
promote social distancing and masking requirements. Valvoline has established a
return-to-office protocol for its corporate headquarters in Lexington, Kentucky ,
allowing employees that have been vaccinated to voluntarily return-to-office
beginning in July 2021 , with global offices following similar protocols.
Management is continually monitoring the circumstances surrounding the pandemic
and following government guidelines supported by COVID-19 trend data to make
decisions regarding the safe operation of its offices and facilities.
The COVID-19 pandemic has continued to evolve and its future impact on Valvoline
will depend on a number of factors, including and among others, the ultimate
duration and severity of the pandemic and the success of vaccinations, boosters,
and restrictive measures on containing the spread and resurgences of the virus.
While the Company cannot predict the duration or the scale of the COVID-19
pandemic, or the effect it may continue to have on Valvoline's business, results
of operations, or liquidity, management continuously monitors the situation, the
sufficiency of its responses, and makes adjustments as needed.
Results for Fiscal 2020 compared to Fiscal 2019
For comparisons of Valvoline's consolidated results of operations and cash flows for the fiscal years endedSeptember 30, 2020 toSeptember 30, 2019 , refer Item 7 of Part II of the Annual Report on Form 10-K for the fiscal year endedSeptember 30, 2020 , filed with theSEC onNovember 24, 2020 .
Use of Non-GAAP Measures
To aid in the understanding of Valvoline's ongoing business performance, certain items within this document are presented on an adjusted, non-GAAP basis. These non-GAAP measures, presented both on a consolidated and reportable segment basis, have limitations as analytical tools and should not be considered in isolation from, or as an alternative to, or more meaningful than, the financial statements presented in accordance withU.S. GAAP. The financial results presented in accordance withU.S. GAAP and reconciliations of non-GAAP measures included within this Annual Report on Form 10-K should be carefully evaluated.
The following are the non-GAAP measures management has included and how management defines them:
•EBITDA - defined as net income/loss, plus income tax expense/benefit, net interest and other financing expenses, and depreciation and amortization;
•Adjusted EBITDA - defined as EBITDA adjusted for certain unusual, infrequent or
non-operational activity not directly attributable to the underlying business,
which management believes impacts the comparability of operational results
between periods ("key items," as further described below);
•Segment adjusted EBITDA - defined as segment operating income adjusted for depreciation and amortization, in addition to key items impacting comparability;
•Free cash flow - defined as cash flows from operating activities less capital expenditures and certain other adjustments as applicable; and
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--------------------------------------------------------------------------------•Discretionary free cash flow - defined as cash flows from operating activities less maintenance capital expenditures and certain other adjustments as applicable.
These measures are not prepared in accordance withU.S. GAAP and management believes the use of non-GAAP measures on a consolidated and reportable segment basis provides a useful supplemental presentation of Valvoline's operating performance, enables comparison of financial trends and results between periods where certain items may vary independent of business performance, and allows for transparency with respect to key metrics used by management in operating the business and measuring performance. The non-GAAP information used by management may not be comparable to similar measures disclosed by other companies, because of differing methods used in calculating such measures. For a reconciliation of the most comparableU.S. GAAP measures to the non-GAAP measures, refer to the "Results of Operations" and "Financial Position, Liquidity and Capital Resources" sections below. Management believes EBITDA measures provide a meaningful supplemental presentation of Valvoline's operating performance due to the depreciable assets associated with the nature of the Company's operations and income tax and interest costs related to Valvoline's tax and capital structures, respectively. Adjusted EBITDA measures exclude the impact of key items, which consist of income or expenses associated with certain unusual, infrequent or non-operational activity not directly attributable to the underlying business that management believes impacts the comparability of operational results between periods. Adjusted EBITDA measures enable comparison of financial trends and results between periods where key items may vary independent of business performance. Key items are often related to legacy matters or market-driven events considered by management to be outside the comparable operational performance of the business. Key items may consist of adjustments related to: legacy businesses, including the separation from Valvoline's former parent company and associated impacts of related indemnities; significant acquisitions or divestitures; restructuring-related matters; and other matters that are non-operational or unusual in nature. Key items also include the following: •Net pension and other postretirement plan expense/income - includes several elements impacted by changes in plan assets and obligations that are primarily driven by changes in the debt and equity markets, as well as those that are predominantly legacy in nature and related to prior service to the Company from employees (e.g., retirees, former employees, and current employees with frozen benefits). These elements include (i) interest cost, (ii) expected return on plan assets, (iii) actuarial gains/losses, and (iv) amortization of prior service cost/credit. Significant factors that can contribute to changes in these elements include changes in discount rates used to remeasure pension and other postretirement obligations on an annual basis or upon a qualifying remeasurement, differences between actual and expected returns on plan assets, and other changes in actuarial assumptions, such as the life expectancy of plan participants. Accordingly, management considers that these elements are more reflective of changes in current conditions in global markets (in particular, interest rates), outside the operational performance of the business, and are also primarily legacy amounts that are not directly related to the underlying business and do not have an immediate, corresponding impact on the compensation and benefits provided to eligible employees for current service. Adjusted EBITDA includes the costs of benefits provided to employees for current service, including pension and other postretirement service costs. •Changes in the last-in, first out ("LIFO") inventory reserve - charges or credits recognized in Cost of sales to value certain lubricant inventories at the lower of cost or market using the LIFO method. During inflationary or deflationary pricing environments, the application of LIFO can result in variability of the cost of sales recognized each period as the most recent costs are matched against current sales, while preceding costs are retained in inventories. LIFO adjustments are determined based on published prices, which are difficult to predict and largely dependent on future events. The application of LIFO can impact comparability and enhance the lag period effects between changes in inventory costs and relating pricing adjustments.
Details with respect to the composition of key items recognized during the respective periods presented herein are set forth below in the "EBITDA and Adjusted EBITDA" section of "Results of Operations" that follows.
Management uses free cash flow and discretionary free cash flow as additional
non-GAAP metrics of cash flow generation. By including capital expenditures and
certain other adjustments, as applicable, management is able to provide an
indication of the ongoing cash being generated that is ultimately available for
both debt and equity
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--------------------------------------------------------------------------------holders as well as other investment opportunities. Free cash flow includes the impact of capital expenditures, providing a supplemental view of cash generation. Discretionary free cash flow includes the impact of maintenance capital expenditures, which are routine uses of cash that are necessary to maintain the Company's operations and provides a supplemental view of cash flow generation to maintain operations before discretionary investments in growth. Free cash flow and discretionary free cash flow have certain limitations, including that they do not reflect adjustments for certain non-discretionary cash flows, such as mandatory debt repayments.
Key Business Measures
Valvoline tracks its operating performance and manages its business using
certain key measures, including system-wide, company-operated and franchised
store counts and same-store sales ("SSS"); system-wide store sales; and
lubricant volumes sold. Management believes these measures are useful to
evaluating and understanding Valvoline's operating performance and should be
considered as supplements to, not substitutes for, Valvoline's sales and
operating income, as determined in accordance with U.S. GAAP.
Sales in the Retail Services reportable segment are influenced by the number of
service center stores and the business performance of those stores. Stores are
considered open upon acquisition or opening for business. Temporary store
closings remain in the respective store counts with only permanent store
closures reflected in the activity and end of period store counts. SSS is
defined as sales by U.S. Retail Services service center stores
(company-operated, franchised and the combination of these for system-wide SSS),
with new stores including franchised conversions, excluded from the metric until
the completion of their first full fiscal year in operation as this period is
generally required for new store sales levels to begin to normalize. Differences
in SSS are calculated to determine the percentage change between comparative
periods.
Retail Services sales are limited to sales at company-operated stores, sales of
lubricants and other products to independent franchisees and Express Care
operators, and royalties and other fees from franchised stores. Although
Valvoline does not recognize store-level sales from franchised stores as sales
in its Consolidated Statements of Comprehensive Income, management believes
system-wide and franchised SSS comparisons, store counts, and total system-wide
store sales are useful to assess market position relative to competitors and
overall store and segment operating performance.
Management believes lubricant volumes sold in gallons by its consolidated subsidiaries is a useful measure in evaluating and understanding the operating performance of the Global Products segment. Volumes sold in other units of measure, including liters, are converted to gallons utilizing standard conversions.
RESULTS OF OPERATIONS Consolidated review
The following summarizes the results of the Company's operations for the years
ended
2021 2020 Variance
(In millions) Amount % of Sales Amount % of Sales Amount % Change
Sales $ 2,981 100.0 % $ 2,353 100.0 % $ 628 26.7 %
Gross profit $ 980 32.9 % $ 863 36.7 % $ 117 13.6 %
Net operating expenses $ 452 15.2 % $ 378 16.1 % $ 74 19.6 %
Operating income $ 528 17.7 % $ 485 20.6 % $ 43 8.9 %
Net income $ 420 14.1 % $ 317 13.5 % $ 103 32.5 %
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Sales
The following reconciles the year-over-year changes in sales:
(In millions) 2021 Change Volume and mix$ 330 Price 187 Currency exchange 39 Acquisitions 72 Change in sales$ 628 Total sales increased from both segments delivering balanced contributions led by the substantial volume growth compared to the prior year COVID-19 lows, in addition to delivering robust expansion from the pre-pandemic period due to strong ongoing demand across the business whereby sales in each region improved over this period. Strong SSS, unit growth, and benefits from acquisitions completed during the past year drove increased sales from Retail Services. In addition, the pass through of raw material cost increases from across the business, currency exchange, and favorable mix from the shift to synthetics and branded products contributed further to the growth in sales during the year.
Gross profit
The following reconciles the year-over-year changes in gross profit:
(In millions) 2021 Change Volume and mix$ 170 Change in LIFO reserve (55) Price and cost (29) Currency exchange 12 Acquisitions 19 Change in gross profit$ 117 Gross profit improved driven by higher volumes in both reportable segments from the prior year unfavorable impacts of the COVID-19 pandemic, in addition to growth from the pre-pandemic period in fiscal 2019. These volume benefits combined with favorable mix due to the ongoing shift to synthetics and branded product sales, growth from acquisitions in Retail Services, and favorable currency exchange were partially offset by rising raw material costs that led to the negative impact of LIFO adjustments and lagged the pass through in pricing. The decline in gross profit margin compared to the prior year was primarily the result of significant raw material cost increases that began earlier in the year and drove significant price-cost lag and unfavorable LIFO adjustments, in addition to labor investments made in Retail Services, which more than offset mix benefits. The lingering effects of price-cost lag and supply-chain bottlenecks are expected to continue to adversely impact margins in the first half of the next fiscal year as the Company executes incremental pricing actions to drive cost recovery during fiscal 2022. 38 --------------------------------------------------------------------------------
Net operating expenses Details of the components of net operating expenses are summarized below for the years endedSeptember 30 : 2021 2020 Variance (In millions) Amount % of Sales Amount % of Sales Amount % Change Selling, general and administrative expenses$ 520 17.5 %$ 442 18.8 %$ 78 17.6 % Net legacy and separation-related income (24) (0.8) % (30) (1.3) % 6 (20.0) % Equity and other income, net (44) (1.5) % (34) (1.4) % (10) 29.4 % Net operating expenses$ 452 15.2 %$ 378 16.1 %$ 74 19.6 % The increase in selling, general and administrative expenses was primarily due to higher advertising expenses that were restricted in the prior year due to the severity of the COVID-19 pandemic, increased variable compensation driven by the Company's strong performance, in addition to investments made to support future growth, including acquisitions of service center stores in Retail Services and investments in information technology and sales, and to a lesser extent unfavorable currency exchange. These increases were partially offset by a decline in travel expenses that reflected a full year with significant restrictions in place during the COVID-19 pandemic. Net legacy and separation-related income was lower primarily as the current year adjustments of tax-related indemnity obligations related to the settlement of tax examinations resulted in lower reductions than the prior year adjustments for the change in utilization expectations of certain legacy tax attributes. The increase in equity and other income, net was primarily driven by increased equity and royalty income attributable to the improved performance of the Company's unconsolidated joint ventures, in addition to recoveries related to the settlement of a Retail Services legal matter, and an increase in international subsidies realized during the year.
Net pension and other postretirement plan income
Net pension and other postretirement plan income increased$67 million from the prior year primarily due to the gain on pension and other postretirement plan remeasurement of$72 million compared to a gain of$22 million in fiscal 2020. This increased gain was primarily attributed to higher interest rates in the current year remeasurement. In addition, lower interest cost recognized throughout the year drove higher recurring non-service income.
Net interest and other financing expenses
Net interest and other financing expense increased$18 million during fiscal 2021 compared to the prior year. The increase was driven by higher debt extinguishment costs of$17 million as the expenses associated with the current year redemption of the 2025 Notes exceeded those incurred in connection with the extinguishment of the 5.500% senior unsecured notes due 2024 with an aggregate principal amount of$375 million (the "2024 Notes") in the prior year.
Income tax expense
The following summarizes income tax expense and the effective tax rate during
the years ended
(In millions) 2021 2020 Income tax expense$ 123 $ 134
Effective tax rate percentage 22.7 % 29.7 %
Lower income tax expense from the prior year was principally driven by benefits associated with resolving tax examinations in the current year through settlement and statute lapses. This decrease in expense coupled with prior year income tax expense recognized to establish a$30 million valuation allowance on certain legacy tax attributes led to a lower effective tax rate in fiscal 2021. 39 --------------------------------------------------------------------------------
EBITDA and Adjusted EBITDA The following reconciles net income to EBITDA and Adjusted EBITDA for the years endedSeptember 30 : (In millions) 2021 2020 Net income$ 420 $ 317 Income tax expense 123 134 Net interest and other financing expenses 111 93 Depreciation and amortization 92 66 EBITDA 746 610
Net pension and other postretirement plan income (126) (59) Net legacy and separation-related income
(24) (30)
LIFO charge (credit) 41 (15)
Business interruption recovery (3) (2)
Compensated absences benefits change - (11)
Acquisition and divestiture-related costs - 2
Adjusted EBITDA (a) $ 634 $ 495
(a)Net pension and other postretirement plan income (expenses) includes
remeasurement gains and losses and recurring non-service pension and other
postretirement net periodic income, which consists of interest cost, expected
return on plan assets and amortization of prior service credit. Refer to Note 10
of the Notes to Consolidated Financial Statements included in Item 8 of Part II
of this Annual Report on Form 10-K for further details.
Adjusted EBITDA increased $139 million , or 28%, compared to the prior year.
Retail Services provided exceptional SSS growth due to increased transactions
and improved average ticket, in addition to benefits from recent acquisitions.
Global Products had strong volume growth and product demand across all regions,
in addition to increased contributions from its unconsolidated joint ventures
and favorable currency exchange. These benefits were partially offset by
increased operating expenses principally to support growth, and to a lesser
extent, unfavorable margin impacts primarily attributed to price-cost lag as raw
material costs were declining in the prior year and rose significantly during
the current year.
Reportable Segment Review
During the third quarter of fiscal 2021, the Company realigned its global operations to manage its business through the following two reportable segments:
•Retail Services - services the passenger car and light truck quick lube market inthe United States andCanada with a broad array of preventive maintenance services and capabilities performed through Valvoline's retail network of Company-operated, independent franchise, and Express Care stores that service vehicles with Valvoline products.
•Global Products - sells engine and automotive products in more than 140 countries and territories to mass market and automotive parts retailers, installers, and commercial customers, including original equipment manufacturers, to service light- and heavy-duty vehicles and equipment.
The Company's realignment supports its strategic initiatives to transition to a services-driven business and enhances the ability to leverage Valvoline's brand equity and product platforms across geographies. Valvoline's segments represent components of the Company for which separate financial information is available that is utilized on a regular basis by the chief operating decision maker in allocating resources and evaluating performance of the business. Adjusted EBITDA is the primary measure used in making these operating decisions, which Valvoline defines as segment operating income adjusted for depreciation and amortization and certain key items impacting comparability.
In connection with the realignment, the Company changed its allocation of certain indirect expenses for such costs to be recognized in each segment based on the estimated utilization of indirect resources. Costs to support
40
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corporate functions and certain non-operational and corporate activity that is
not directly attributable to a particular segment are not included in the
segment operating results regularly utilized by the chief operating decision
maker. This activity is separately delineated within Corporate to reconcile to
consolidated results.
Results of Valvoline's reportable segments are presented based on how operations
are managed internally, including how the results are reviewed by the chief
operating decision maker. The structure and practices are specific to Valvoline;
therefore, the financial results of its reportable segments are not necessarily
comparable with similar information for other comparable companies.
Prior period segment financial information presented herein has been recast on a
basis that is consistent with the realignment of Valvoline's global operations.
Refer to the disclosures below for comparisons of Valvoline's reportable segment
results for fiscal years 2021 to 2020 and 2020 to 2019 under the current basis
of reporting.
Retail Services
Management believes the number of company-operated and franchised service center
stores as provided in the following tables is useful to assess the operating
performance of the Retail Services reporting segment.
System-wide stores (a)
For the years ended September 30
2021 2020
Beginning of period 1,462 1,385
Opened 69 72
Acquired 69 12
Closed (6) (7)
End of period (b) 1,594 1,462
Number of stores at end of period
For the years ended September 30
2021 2020
Company-operated 719 584
Franchised (b) 875 878
(a) System-wide store count includes franchised service center stores. Valvoline's
franchisees are distinct independent legal entities and Valvoline does not
consolidate the results of operations of its franchisees.
(b) As of
count was temporarily closed at the discretion of the respective independent operator
due to the impacts of COVID-19.
The Retail Services system unit growth over the prior year was the result of 63 net openings and 69 acquired stores, which along with the conversion of 50 net stores within the system from franchised to company-operated, combined to add 132 net new company-operated and franchised stores in fiscal 2021. Organic growth was driven by 30 new company-operated service center store openings, with 39 new store openings from franchisee expansion in key markets.
The following summarizes the results of the Retail Services reportable segment
for the years ended
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Favorable (Unfavorable)
(In millions) 2021 2020 2019 2021 vs 2020 2020 vs 2019
Financial information
Retail Services segment sales $ 1,221 $ 883 $ 822 38% 7%
System-wide store sales (a) $ 1,970 $ 1,520 $ 1,419 30% 7%
Operating income (b) $ 321 $ 208 $ 205 54% 1%
Key items - - -
Depreciation and amortization 61 39 34 56% 15%
Adjusted EBITDA $ 382 $ 247 $ 239 55% 3%
Operating margin (c) 26.3 % 23.6 % 24.9 % 270 bps (130) bps
Adjusted EBITDA margin (c) 31.3 % 28.0 % 29.1 % 330 bps (110) bps
2021 2020 2019
Same-store sales growth
Company-operated (d) 19.6 % 2.6 % 9.6 %
Franchised (a) (d) 22.4 % 2.1 % 10.4 %
System-wide (a) (d) 21.2 % 2.3 % 10.1 %
(a)Measure includes Valvoline franchisees, which are independent legal entities
and Valvoline does not consolidate the results of operations of its franchisees.
(b)Valvoline does not generally allocate activity below operating income to its
operating segments; therefore, the table above reconciles operating income to
adjusted EBITDA.
(c)Operating margin is calculated as operating income divided by sales, and
adjusted EBITDA margin is calculated as adjusted EBITDA divided by sales.
(d)Beginning in fiscal 2021, Valvoline determines SSS growth as sales by U.S.
Retail Services service center stores, with new stores, including franchise
conversions, excluded from the metric until the completion of their first full
fiscal year in operation. Previously, SSS growth was determined as sales by U.S.
Retail Services service center stores, with stores new to the U.S. Retail
Services system excluded from the metric until completion of their first full
fiscal year in operation. Prior period measures have been revised to conform to
the current basis of presentation.
2021 compared to 2020
Retail Services sales increased 38% during fiscal 2021 and nearly 50% from pre-pandemic 2019 driven by SSS performance and unit additions. System-wide SSS grew 21.2% compared to the prior year driven by increased transactions and high single-digit growth in average ticket. Transactions benefited from customer base expansion in addition to recovery from the most significant restrictions and limited travel during the onset of the pandemic in the prior year. Average ticket increases were driven by pricing and mix improvements, including the shift to synthetics and higher non-oil change services. Year-over-year system-wide unit growth of 9% also contributed to volumes and sales through the addition of 132 net new stores. Operating income and adjusted EBITDA growth were primarily due to strong SSS performance, from an increase in transactions and higher average ticket from the ongoing shift to synthetics, in addition to unit growth primarily driven by acquisitions made during the year. This growth was partially offset by reinstated advertising spending that was restricted by the pandemic in the prior year, as well as incremental labor investments made during the year.
2020 compared to 2019
Fiscal 2020 sales increased over 2019 due to growth in system-wide SSS and average ticket, as well as 6% unit growth. These benefits were partially offset by the adverse effects on sales and volumes from limited travel in
42
--------------------------------------------------------------------------------response to the COVID-19 pandemic. Fiscal 2020 operating income and adjusted EBITDA increased over 2019 due to benefits of mix improvements and lower expenses due to controlled spending, partially offset by deleverage in labor costs earlier in the fiscal year as a result of the COVID-19 slow-down in volumes.
Global Products
The following tables summarizes the results of the Global Products reportable
segment for the years ended
Favorable (Unfavorable)
(In millions) 2021 2020 2019 2021 vs 2020 2020 vs 2019
Financial information
Sales by geographic region
North America (a) $ 1,052 $ 945 $ 994 11% (5)%
Europe, Middle East and Africa ("EMEA") 219 169 181 30% (7)%
Asia Pacific 358 273 285 31% (4)%
Latin America (a) 131 83 108 58% (23)%
Global Products segment sales $ 1,760 $ 1,470 $ 1,568 20% (6)%
Operating income (b) $ 298 $ 284 $ 269 5% 6%
Key items:
Acquisition-related gain - - (4)
Business interruption expenses - - 6
Depreciation and amortization 29 25 25 16% -%
Adjusted EBITDA $ 327 $ 309 $ 296 6% 4%
Operating margin (c) 16.9 % 19.3 % 17.2 % (240) bps 210 bps
Adjusted EBITDA margin (c) 18.6 % 21.0 % 18.9 % (240) bps 210 bps
Volume information
Lubricant sales (gallons) 160.9 139.1 150.3 16% (7)%
(a)Valvoline includes the United States and Canada in its North America region.
Mexico is included within the Latin America region.
(b)Valvoline does not generally allocate activity below operating income to its
operating segments; therefore, the table above reconciles operating income to
adjusted EBITDA.
(c)Operating margin is calculated as operating income divided by sales, and
adjusted EBITDA margin is calculated as adjusted EBITDA divided by sales.
2021 compared to 2020
Global Products sales increased in fiscal 2021 related to higher volumes across all regions, as the Company continued to gain share in key international markets through the enhancement of its supply chain capabilities and investments in brand marketing, as well as expanded distribution inNorth America . Sales growth exceeded volume growth, demonstrating pass-through pricing progress, which contributed to the increase in sales during the year in addition to favorable currency exchange benefits. Operating income and adjusted EBITDA increased in fiscal 2021 due to sales growth driven by higher volumes across all regions, product mix benefits, improved equity and royalty income, as well as currency exchange. These benefits were partially offset by price-cost lag in the second half of fiscal 2021 due to significant raw material cost increases and higher operating expenses to support market share growth. Valvoline is currently executing incremental pricing actions to drive cost recovery during fiscal 2022. 43 --------------------------------------------------------------------------------
2020 compared to 2019 Global Products sales decreased during fiscal 2020 primarily related to reduced volume due to the COVID-19 pandemic across all regions as well as unfavorable currency exchange that more than offset the benefits from the Eastern European acquisition completed in late fiscal 2019. Operating income and Adjusted EBITDA increased in fiscal 2020 driven by improved margins combined with expense reductions that offset the impact of lower volumes. These improvements were largely the result of favorable product and channel mix in addition to lower raw material costs and benefits from the operating expense reduction program.
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES
Overview
The Company closely manages its liquidity and capital resources. Valvoline's liquidity requirements depend on key variables, including the level of investment needed to support business strategies, the performance of the business, capital expenditures, borrowing arrangements, and working capital management. Capital expenditures, acquisitions, share repurchases, and dividend payments are components of the Company's cash flow and capital management strategy, which to a large extent, can be adjusted in response to economic and other changes in the business environment. The Company has a disciplined approach to capital allocation, which focuses on investing in key priorities that support Valvoline's business and growth strategies and returning capital to shareholders, while funding ongoing operations.
Cash flows
Valvoline's cash flows as reflected in the Consolidated Statements of Cash Flows
are summarized as follows for the years ended
(In millions) 2021 2020 Cash, cash equivalents, and restricted cash - beginning of period$ 761 $ 159 Cash provided by (used in): Operating activities 404 372 Investing activities (400) (222) Financing activities (536) 450
Effect of currency exchange rate changes on cash, cash equivalents, and restricted cash
2 2
(Decrease) increase in cash, cash equivalents, and restricted cash
(530) 602
Cash, cash equivalents, and restricted cash - end of
period $ 231 $ 761
Operating activities
The increase in cash flows provided by operating activities during fiscal 2021
compared to 2020 was primarily driven by higher cash earnings, partially offset
by higher income tax payments of $28 million and unfavorable changes in working
capital, which included the effects of factoring $15 million of receivables in
the current year compared to $59 million of receivables in the prior year.
Investing activities
The increase in cash flows used in investing activities for fiscal 2021 compared to 2020 was primarily due to increased investments in Retail Services growth through the expansion of its store network via acquisitions of service center stores. Valvoline invested approximately$365 million in Retail Services through the acquisition and opening of 120 and 30 company-operated service center stores, respectively, which compared to 35 and 36, respectively, in the prior year. These increased investments are expected to continue driving growth and 44 --------------------------------------------------------------------------------
transforming the business model and were partially offset by franchisee repayments of COVID-19 relief loans extended in the prior year, in addition to proceeds from the sale of service center stores to franchisees.
Valvoline is currently forecasting approximately$180 million to$200 million of capital expenditures for full year fiscal 2022, funded primarily from operating cash flows. Financing activities
The increase in cash flows used in financing activities for fiscal 2021 compared to 2020 was primarily due to:
•Returning$74 million more in cash to shareholders through increased share repurchases and dividends in the current year. These increases were due to share repurchase activity being resumed following the suspension in the prior year at the onset of the COVID-19 pandemic to preserve liquidity along with the 11% increase in the dividend rate in the current year. •Increasing net repayments on borrowings in the current year where the net proceeds from the$535 million 2031 Notes and cash and cash equivalents were used to redeem the$800 million 2025 Notes, and the prior year net proceeds primarily related to the issuance of the 4.250% senior unsecured notes due 2030 with an aggregate principal amount of$600 million (the "2030 Notes").
Free cash flow
The following table sets forth free cash flow and discretionary cash flow and
reconciles cash flows from operating activities to both measures. As previously
noted, free cash flow has certain limitations, including that it does not
reflect adjustments for certain non-discretionary cash flows, such as mandatory
debt repayments. Refer to "Use of Non-GAAP Measures" within this Item 7 for
additional information regarding this non-GAAP measure.
For the years ended September 30
(In millions) 2021 2020
Cash flows provided by operating activities $ 404 $ 372
Less: Maintenance capital expenditures (36) (30)
Discretionary free cash flow 368 342
Less: Growth capital expenditures (108) (121)
Free cash flow $ 260 $ 221
The increase in free cash flow over the prior year was driven by higher cash
flows provided by operating activities, in addition to modestly lower growth
capital expenditures due in part to supply-chain driven delays in new company
store openings. These increases were partially offset by higher maintenance
capital expenditure requirements during the year.
Valvoline is currently forecasting $260 million to $300 million of free cash
flow for full year fiscal 2022 primarily due to the Company's overall growth
opportunities, partially offset by an increase in expected capital expenditures
driven by new company store construction due to the supply chain challenges
during fiscal 2021.
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--------------------------------------------------------------------------------Debt
The following table summarizes Valvoline's debt as of
(In millions) 2021 2020 2031 Notes (a)$ 535 $ - 2030 Notes 600 0 600 2025 Notes (a) - 800 Term Loan 475 475 Trade Receivables Facility (b) 59 88 China Construction Facility 39 18
Debt issuance costs and discounts (14) (19) Total debt
1,694 1,962
Current portion of long-term debt 17 -
Long-term debt $ 1,677 $ 1,962
(a)Issued 3.625% senior notes in January 2021 with the net proceeds of $528
million , together with cash and cash equivalents on hand, used to fully redeem
the 2025 Notes, with a total aggregate redemption price of $840 million . The
combination of these transactions reduced Valvoline's gross leverage and cost of
capital and lowers ongoing interest expense.
(b)Amendment in fiscal 2021 to extend maturity to April 2024 and modify the
eligibility requirements for certain receivables, which increased the remaining
borrowing capacity. The amendment also reduced the minimum required borrowing to
the lesser of (i) 33% of the total facility limit or (ii) the borrowing base
from the availability of eligible receivables, in addition to permitting up to a
30 consecutive day annual exemption from this requirement. Other relevant terms
and conditions of the Trade Receivables Facility were substantially unchanged
under this amendment.
Inclusive of the interest rate swap agreements, approximately 87% of Valvoline's
outstanding borrowings as of September 30, 2021 had fixed rates, with the
remainder bearing variable interest rates. As of September 30, 2021 , Valvoline
was in compliance with all covenants of its debt obligations and had a combined
total of $586 million of remaining borrowing capacity under its Revolver and
Trade Receivables Facility. Credit facilities in place in China had
approximately $24 million of combined borrowing capacity remaining, $23 million
under the China Working Capital Facility and $1 million under the China
Construction Facility. Refer to Note 8 of the Notes to Consolidated Financial
Statements included in Item 8 of Part II of this Annual Report on Form 10-K for
additional details regarding the Company's debt instruments.
Material cash requirements
The Company's material cash requirements include the following contractual
obligations and commitments as of
Less than 1-3 3-5
(In millions) Total 1 year years years 5 years and more
Long-term debt $ 1,708 $ 17 $ 529 $ 27 $ 1,135
Interest payments (a) 445 56 105 90 194
Operating lease obligations 380 50 88 68 174
Finance lease obligations 257 18 36 37 166
Employee benefit obligations (b) 108 13 19 23 53
Total $ 2,898 $ 154 $ 777 $ 245 $ 1,722
(a)Includes interest expense on both variable and fixed rate debt assuming no
prepayments. Variable interest rates have been assumed to remain constant
through the end of the term at the rates that existed as of September 30, 2021 .
(b)Includes estimated funding of pension plans for fiscal 2022, as well as
projected benefit payments through fiscal 2031 for Valvoline's unfunded pension
plans. Excludes benefit payments from pension plan trust funds.
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--------------------------------------------------------------------------------Pension and other postretirement plan obligations
During fiscal 2021, the Company made cash and non-cash contributions of approximately$14 million to itsU.S. non-qualified and non-U.S. pension plans. Refer to Note 10 of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Annual Report on Form 10-K for additional information relating to the Company's pension and other postretirement plans.
Dividend payments and share repurchases
During the year endedSeptember 30, 2021 , the Company paid$91 million of cash dividends for$0.500 per common share and repurchased approximately 5 million shares of its common stock for$127 million . Approximately 4 million shares were repurchased for$100 million to complete theNovember 12, 2020 Board authorization with the remainder of share repurchases made pursuant to theMay 17, 2021 Board to repurchase up to$300 million of common stock throughSeptember 30, 2024 (the "2021 Share Repurchase Authorization"). OnNovember 11, 2021 , the Board approved a quarterly cash dividend of$0.125 per share of common stock. The dividend is payableDecember 15, 2021 to shareholders of record onNovember 29, 2021 . Additionally, the Company repurchased approximately 0.5 million shares for an aggregate amount of$16 million fromOctober 1, 2021 throughNovember 15, 2021 pursuant to the 2021 Share Repurchase Authorization. The Company has$257 million in aggregate share repurchase authority remaining under the 2021 Share Repurchase Authorization as ofNovember 15, 2021 . The dividend and share repurchase authorization is part of a broader capital allocation framework to deliver value to shareholders by first driving growth in the business, organically and through acquisitions, and then returning excess cash to shareholders through dividends and share repurchases. Future declarations of quarterly dividends are subject to approval by the Board and may be adjusted as business needs or market conditions change. The timing and amount of any share repurchases will be based on the level of Valvoline's liquidity, general business and market conditions and other factors, including alternative investment opportunities. Summary As ofSeptember 30, 2021 , cash and cash equivalents totaled$230 million , total debt was$1.7 billion , and total remaining borrowing capacity was$586 million . Valvoline's ability to generate positive cash flows from operations is dependent on general economic conditions, the competitive environment in the industry, and is subject to the business and other risk factors described in Item 1A of Part I of this Annual Report on Form 10-K. If the Company is unable to generate sufficient cash flows from operations, or otherwise comply with the terms of its credit facilities, Valvoline may be required to seek additional financing alternatives. Management believes that the Company has sufficient liquidity based on its current cash and cash equivalents position, cash generated from business operations, and existing financing in place, to meet its required pension and other postretirement plan contributions, debt servicing obligations, tax-related and other material cash and operating requirements for the next twelve months.
NEW ACCOUNTING PRONOUNCEMENTS
For a discussion and analysis of recently issued and adopted accounting pronouncements and the impact on Valvoline, refer to Note 2 of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Annual Report on Form 10-K.
CRITICAL ACCOUNTING ESTIMATES
The preparation of Valvoline's consolidated financial statements in conformity withU.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales and expenses, and the disclosures of contingent matters. Significant items that are subject to such estimates and assumptions include, but are not limited to, employee benefit obligations, business combinations, income taxes, and customer incentives. 47 --------------------------------------------------------------------------------
Although management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ significantly from the estimates under different assumptions or conditions. Valvoline's significant accounting policies are discussed in Note 2 of the Notes to Consolidated Financial Statements in Item 8 of Part II of this Annual Report on Form 10-K. The Company believes the accounting estimates listed below are the most critical to aid in fully understanding and evaluating the reported financial results, and require the most difficult, subjective, or complex judgments, resulting from the need to make estimates about the effects of matters that are inherently uncertain.
Employee benefit obligations
Effect if actual results differ
Description Judgments and uncertainties from assumptions
Valvoline sponsors defined benefit pension The Company's pension and other Though management considers
and other postretirement plans in the U.S postretirement benefit costs and current market conditions and
and in certain countries outside the U.S. obligations are dependent on other relevant factors in
As of September 30, 2021 , Valvoline's net actuarial valuations and various establishing these assumptions,
unfunded pension and other postretirement assumptions that attempt to the actuarial assumptions used
plan liabilities included in the anticipate future events and are may differ materially from
Consolidated Balance Sheet totaled $197 used in calculating the expense actual results due to changing
million, and the U.S. plans represented and liabilities relating to these market and economic conditions,
94% of this total obligation. Total plans. These assumptions include longer or shorter life spans of
pension and other postretirement net estimates and judgments the participants, and differences
periodic benefit income recognized in Company makes about discount between the actual and expected
fiscal 2021 was $123 million , inclusive of rates, expected long-term
return on plan assets. These
a
and mortality, among others. significant impact to the amount
Valvoline recognizes the change in the Significant assumptions the of pension or other
fair value of plan assets and the net Company must review and set postretirement benefits cost
actuarial gains and losses calculated annually and at each measurement recorded or that may be
using updated actuarial assumptions as of date related to its pension and recorded. Changes in assumptions
the measurement date, which for Valvoline other postretirement benefit or asset values may have a
is September 30 , and when a plan qualifies obligations are described further significant effect on the
for an interim remeasurement. below. measurement of expense or
income.
Refer to Note 10 of the Notes to Consolidated Financial Statements included in Item 8 for Part II of this Annual Report on Form 10-K for additional information regarding the Company's pension and other postretirement plans. Actuarial assumptions Significant assumptions the Company must review and set annually and at each measurement date related to its pension and other postretirement benefit obligations are: •Expected long-term return on plan assets - The expected long-term return on plan assets assumption reflects the long-term average rate of return plan assets are expected to earn. This assumption is determined considering each plan's asset allocation targets and overall expected performance, including evaluation of the most recent long-term historical returns, as applicable. The weighted-average long-term expected rate of return on assets assumption was 4.34% for fiscal 2021. In fiscal 2021, the global pension plan assets generated an actual weighted-average return of 6.39%, primarily driven by the market performance of the plan assets of theU.S. qualified pension plans based on the Company's investment strategy to hedge the movement in liabilities related to changes in discount rates with investments of a matched duration that provide offsetting returns aligned with changes in interest rates. The expected return on plan assets is designed to be a long-term assumption, and therefore, actual returns will be subject to year-to-year variances. TheU.S. qualified pension plans comprise the most significant portion of plan assets, and for fiscal 2022, the expected rate of return on assets assumption for theU.S. qualified pension plans will be 4.10%. The expected long-term return on plan assets assumption has no impact on the reported net liability or net actuarial gains or losses upon remeasurement, but does impact the recurring non-service net periodic income recognized ratably throughout the year. 48 --------------------------------------------------------------------------------
Valvoline's pension plans hold a variety of investments designed to diversify risk. Plan assets are invested in equity securities, government and agency securities, corporate debt, and other non-traditional assets such as hedge funds. The investment goal of the pension plans is to achieve an adequate net investment return to provide for future benefit payments to its participants. Target asset allocation percentages as ofSeptember 30, 2021 for theU.S. qualified pension plans were 83% fixed income and 17% equity investments. TheU.S. qualified pension plans are managed by professional investment managers that operate under investment management contracts that include specific investment guidelines, requiring among other actions, adequate diversification and prudent use of risk management practices such as portfolio constraints relating to established benchmarks. Valvoline's investment strategy and management practices relative to plan assets of non-U.S. plans generally are consistent except in those countries where investment of plan assets is dictated by applicable regulations. Holding all other assumptions constant, a hypothetical 1.00% change in the expected long-term return on plan assets assumption for theU.S. qualified pension plans would impact fiscal 2021 recurring non-service pension income by$19 million . •Discount rate - Reflects the rates at which benefits could effectively be settled and is based on current investment yields of high-quality corporate bonds. Consistent with historical practice, the Company uses an actuarially-developed full yield curve approach, the above mean yield curve, to match the timing of cash flows of expected future benefit payments from the plans by applying specific spot rates along the yield curve to determine the assumed discount rate. Valvoline's fiscal 2021 expense, excluding actuarial gains and losses, for bothU.S. and non-U.S. pension plans was determined using the spot discount rate as of the beginning of the fiscal year. The service cost and interest cost discount rates for fiscal 2021 pension expense were 1.55% and 1.91%, respectively, and 3.03% and 1.83%, respectively, for other postretirement expense. The weighted-average discount rate at the end of fiscal 2021 was 2.70% for the pension plans and 2.67% for the postretirement health and life plans.
The following table illustrates the estimated impact on hypothetical pension and
other postretirement expense that would have resulted from a one percentage
point change in discount rates in isolation of impacts on other significant
assumptions in the years ended
(In millions) 2021 2020
Increase (decrease) in pension and other postretirement plan expense - 1.00% decrease in discount rates:
Pension benefits Increase in benefit obligation$ 247 $ 263 Increased return on plan assets (a) (211)$ (218) Estimated hypothetical increase in expense 36 45 Other postretirement benefits Increase in benefit obligation 5 5 Total estimated hypothetical increase in expense $
41 $ 50
(a) The
obligation and investments. These plans represent 92% of Valvoline's total gross pension plan
obligation as of September 30, 2021 and 2020. This strategy hedges approximately 93% and 90%
of the movement in liabilities related to changes in discount
rates as of
and 2020, respectively. Therefore, when discount rates change, asset returns generally mirror
the impacts, minimizing the net impact to the consolidated financial statements. This
estimated impact does not include increased returns of other plan assets that may also
benefit from increased interest rates.
•Mortality - The mortality assumption for Valvoline's U.S. pension and other
postretirement plans is utilizes the Society of Actuaries PRI-2012 mortality
base tables and a mortality improvement scale that follows the 2021 Trustees
Report of the Social Security Administration Intermediate Alternative as
reflected in the MSS-2021 improvement scale. Valvoline's international plans
utilize mortality assumptions similar to the U.S. , whereby the assumptions are
generally based upon country-specific base mortality tables updated for the most
currently available improvement scales that have been published by reliable
authorities in each
49
--------------------------------------------------------------------------------jurisdiction. Valvoline believes the updated mortality improvement scales provide a reasonable assessment of current mortality trends and is an appropriate estimate of future mortality projections.
Other assumptions, including the rate of compensation increase and healthcare cost trend rate, do not have a significant impact on Valvoline's pension and other postretirement benefit plan costs and obligations based upon current plan provisions that have generally frozen benefits and limited costs.
Business combinations
Effect if actual results differ
Description Judgments and uncertainties from assumptions
Valvoline acquired 134 service center Purchase price allocations contain
If actual results are materially
stores during fiscal 2021 for an uncertainties because they require different than the assumptions
aggregate purchase price of $282 management to make significant used to determine fair value of
million. The Company allocates the estimates and assumptions and to the assets acquired and
purchase price of an acquired business apply judgment to estimate the fair liabilities assumed through a
to its identifiable assets acquired and value of assets acquired and business combination, or the
liabilities assumed at the acquisition liabilities assumed, particularly useful lives of the acquired
date based upon their estimated fair with respect to intangible assets. intangible assets, it is
values. The excess of the fair value of possible that adjustments to the
purchase consideration over the fair Management estimates the fair value carrying values of such assets
value of these assets acquired and of assets acquired and liabilities and liabilities will have a
liabilities assumed is recorded as assumed based on quoted market material impact on the Company's
goodwill or if the fair value of the prices, the carrying value of the financial position and results
assets acquired and liabilities assumed acquired assets and widely accepted of operations. Furthermore, if
exceed the purchase price consideration, valuation techniques, including actual results are not
a bargain purchase gain is recorded. discounted cash flows and market consistent with estimates or
multiple analyses. assumptions, the Company may be
Goodwill is tested at the reporting unit exposed to an impairment charge
level for impairment on an annual basis Critical estimates in valuing that could materially adversely
during the fourth fiscal quarter as of intangible assets include, but are impact its consolidated
July 1 or more frequently if certain not limited to, estimates about: financial position and results
events occur indicating that the expected future cash flows from of operations. carrying value of goodwill may be customers, including revenue and impaired. Valvoline's reporting units operating expenses; royalty and
There were no impairments to
are consistent with its reportable customer attrition rates; proprietary intangible assets recognized by
segments of Retail Services and Global technology obsolescence curve; the the Company during fiscal 2021,
Products, and had goodwill of $513 acquired company's brand awareness 2020, or 2019. During fiscal
million and $131 million , respectively, and market position; the market 2021, Valvoline performed a
as of September 30, 2021. awareness of the acquired company's quantitative impairment
branded technology solutions and assessment of goodwill and
Total other intangible assets were $131 services; assumptions about the determined that each reporting
million, net of $44 million of period of time the brands will unit had a fair value that
accumulated amortization as of September continue to be valuable; as well as exceeded its carrying value by
30, 2021. Other intangible assets are discount rates. The Company's at least 130% and more.
evaluated for impairment whenever events estimates of fair value are based Qualitative and quantitative
or changes in circumstances indicate the upon reasonable assumptions, but goodwill impairment assessments
carrying amount may not be recoverable. which are inherently uncertain and performed during fiscal 2020 and
Various factors are considered in unpredictable. Assumptions may be 2019, respectively, also
determining whether a trigger requiring incomplete or inaccurate, and indicated no impairments.
impairment assessment has occurred, such unanticipated events and
as, but not limited to, changes in the circumstances may occur.
expected use of the assets, changes in
technology or development of alternative
assets, changes in economic conditions,
changes in operating performance and
changes in expected future cash flows.
50
--------------------------------------------------------------------------------
Income taxes
Effect if actual results
Description Judgments and uncertainties differ from assumptions
Valvoline is subject to income Valuation allowances are established when If the Company is unable to
taxes in the United States and necessary on a jurisdictional basis to generate sufficient future
numerous international reduce deferred tax assets to the amounts taxable income, there is a
jurisdictions. Judgment in expected to be realized when it is more material change in the actual
forecasting taxable income using likely than not that some portion or all of effective tax rates, the time
historical and projected future a deferred tax asset will not be realized. period within which the
operating results is required in The determination as to whether a deferred underlying temporary
determining Valvoline's tax asset will be realized is based on the differences become taxable or
provision for income taxes and evaluation of positive and negative deductible, or if the tax laws
the related assets and evidence, which includes historical change unfavorably, then
liabilities. profitability, future market growth, future Valvoline could be required to
taxable income, the expected timing of the increase the valuation
The provision for income taxes reversals of existing temporary differences allowance against deferred tax
includes current income taxes as and tax planning strategies. The Company assets, resulting in an
well as deferred income taxes. assesses deferred taxes and the adequacy or increase in income tax expense
Under U.S. GAAP, deferred tax need for a valuation allowance on a and the effective tax rate.
assets and liabilities are quarterly basis.
determined based on differences Each change of income tax
between the financial reporting The Company is subject to ongoing tax expense of $5 million would
and tax basis of assets and examinations and assessments in various impact the fiscal 2021
liabilities and are measured jurisdictions. At any time, multiple tax effective tax rate by one
using enacted tax rates and laws years are subject to audit by the various percentage point.
that are expected to be in tax authorities and a number of years may
effect when the deferred assets elapse before a particular matter, for which
or liabilities are expected to a liability has been established, is audited
be settled or realized. The and fully resolved or clarified. In
effect of changes in tax rates evaluating the exposures associated with
on deferred taxes is recognized various tax filing positions, the Company
in the period in which such may record liabilities for such exposures.
changes are enacted. Valvoline generally adjusts its liabilities
for unrecognized tax benefits and related
indemnification obligations through earnings
in the period in which an uncertain tax
position is effectively settled, the statute
of limitations expires for the relevant
taxing authority to examine the tax
position, or when more information becomes
available. Although management believes that
the judgments and estimates discussed herein
are reasonable, actual results could differ,
and may materially increase or decrease the
effective tax rate, as well as impact the
Company's operating results.
51--------------------------------------------------------------------------------
Customer incentives
Effect if actual results differ
Description Judgments and uncertainties from assumptions
Valvoline records revenue for the Variable consideration is recorded as The cost of these programs
amount that reflects the a reduction of the transaction price recognized as a reduction of sales
consideration the Company is at the time of sale and is primarily totaled $402 million , $332 million
expected to be entitled to based on estimated utilizing the most likely and $346 million in the
when control of the promised good amount method that is expected to be Consolidated Statements of
or service is transferred to the earned as the Company is able to Comprehensive Income for the years
customer. The nature of Valvoline's estimate the anticipated discounts ended September 30, 2021, 2020 and
contracts with customers often give within a sufficiently narrow range of 2019, respectively.
rise to variable consideration that possible outcomes based on its
generally decrease the transaction extensive historical experience with A 10% change in the reserves for
price and consist primarily of certain customers, similar programs customer incentive programs as of
promotional rebates and customer and management's judgment with September 30, 2021 would have
pricing discounts based on respect to estimating customer affected net earnings by
achieving certain levels of sales participation and performance levels. approximately $7 million in fiscal
activity. Variable consideration is reassessed 2021.
at each reporting date and
adjustments are made, when necessary.
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