SEC Comment Letter 0000000000-25-003230 to VALVOLINE INC (VVV)
VALVOLINE INC
Date: March 26, 2025 · CIK: 0001674910 · Accession: 0000000000-25-003230
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-37884
Letter
Re: Valvoline, Inc. Form 10-K for the Fiscal Year Ended September 30, 2024 Filed November 22, 2024 File No. 001-37884 Dear Mary Meixelsperger:
March 26, 2025
Mary Meixelsperger Chief Financial Officer Valvoline, Inc. 100 Valvoline Way Suite 100 Lexington, KY 40509
We have limited our review of your filing to the financial statements and related disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2024 Management's Discussion and Analysis Use of Non-GAAP Measures, page 33
1. In describing your non-GAAP measure discretionary free cash flow, you state that it is subject to certain limitations, including that it does not reflect adjustments for certain non-discretionary cash flows, such as mandatory debt repayments. Please explain how your labelling of this measure as discretionary is consistent with this description and provide your consideration of Question 102.07 of the Compliance & Disclosure Interpretations on Non-GAAP Financial Measures in naming this measure. 2. You state that discretionary free cash flow includes maintenance capital expenditure, defined as routine uses of cash that are necessary to maintain the Company s operations. Please further clarify how you differentiate maintenance and growth capital expenditures, providing details about the types of costs that you include in each category. March 26, 2025 Page 2
In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Brian McAllister at 202-551-3341 or Craig Arakawa at 202-551-3650 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Energy &
Transportation
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<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> March 26, 2025 Mary Meixelsperger Chief Financial Officer Valvoline, Inc. 100 Valvoline Way Suite 100 Lexington, KY 40509 Re: Valvoline, Inc. Form 10-K for the Fiscal Year Ended September 30, 2024 Filed November 22, 2024 File No. 001-37884 Dear Mary Meixelsperger: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for the Fiscal Year Ended September 30, 2024 Management's Discussion and Analysis Use of Non-GAAP Measures, page 33 1. In describing your non-GAAP measure discretionary free cash flow, you state that it is subject to certain limitations, including that it does not reflect adjustments for certain non-discretionary cash flows, such as mandatory debt repayments. Please explain how your labelling of this measure as discretionary is consistent with this description and provide your consideration of Question 102.07 of the Compliance & Disclosure Interpretations on Non-GAAP Financial Measures in naming this measure. 2. You state that discretionary free cash flow includes maintenance capital expenditure, defined as routine uses of cash that are necessary to maintain the Company s operations. Please further clarify how you differentiate maintenance and growth capital expenditures, providing details about the types of costs that you include in each category. March 26, 2025 Page 2 In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Brian McAllister at 202-551-3341 or Craig Arakawa at 202-551-3650 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation </TEXT> </DOCUMENT>