SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 12, 2026

Lori Flees
President and Chief Executive Officer
Valvoline Inc.
100 Valvoline Way, Ste. 100
Lexington, KY 40509

 Re: Valvoline Inc.
 Form 10-K for the Fiscal Year ended September 30, 2025
 Filed November 21, 2025
 File No. 001-37884
Dear Lori Flees:

 We have reviewed your filing 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, 2025
Management's Discussion and Analysis
Recent Developments, page 31

1. We note that you provide various disclosures regarding your plans to
acquire Breeze
 Autocare in the annual report and that updates were disclosed in the
Form 8-K that you
 filed on December 1, 2025, and in the Form 10-Q that you filed on
February 4, 2026,
 indicating the transaction was completed in exchange for $638.7 million.

 Please explain to us how you evaluated the significance of this
transaction and the
 requirements in Item 9.01 of Form 8-K, in determining that you would not
file an
 amendment to the Form 8-K within the allotted period of time to include
historical
 financial statements of the entity and pro forma financial statements
illustrating the
 effects of the transaction, based on the guidance in Rule 3-05 and
Article 11 of
 Regulation S-X. Please include the numerical analyses that you performed
for each
 aspect of the significance test requirements along with your reply.
 March 12, 2026
Page 2

2. We understand from the disclosures on page 10 of your recent interim
report that in
 conjunction with your acquisition of Breeze Autocare, you immediately
sold 45 of the
 207 stores acquired pursuant to a Federal Trade Commission Decision and
Order. You
 state that the fair value was $90 million including an allocation of
goodwill, although the
 sale generated a $57.9 million pre-tax loss, indicating sale proceeds of
$32.1 million.

 Given the disparity between these amounts and considering the timeframe,
tell us how
 you determined that the fair value was not the amount that you agreed to
receive in
 exchange. Please also describe your approach in establishing reporting
units and
 allocating the purchase price and goodwill among them, to include
details of how stores
 to be retained and the stores to be sold were considered in this
process.

 Provide us the numerical analyses utilized in your allocations and any
additional
 information necessary to understand the underlying basis and rationale,
also clarifying
 how the methods appropriately reflect the requirements in FASB ASC
350-20-40-1
 through 5, and 9, to the extent applicable, in your view.

 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 Joseph Klinko at 202-551-3824 or Karl Hiller at
202-551-3686 if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>