Stockholders' Equity

12 Months Ended

Sep. 30, 2023

Equity [Abstract]

Stockholders' Equity

STOCKHOLDERS' EQUITY

Modified “Dutch auction” tender offer

During May 2023, Valvoline commenced the Tender Offer to repurchase up to $1.0 billion in value of shares of its common stock. Upon completion of the Tender Offer during June 2023, the Company accepted 27.0 million shares at $38.00 per share, for an aggregate purchase price of $1.024 billion, excluding fees and related expenses. Included within the 27.0 million shares were 0.6 million shares that the Company elected to repurchase pursuant to its right to repurchase up to an additional 2% of its outstanding shares of common stock. Valvoline incurred $16.4 million in fees and expenses associated with the Tender Offer, which included $10.2 million for excise taxes on share repurchases in accordance with the IRA. These costs were recognized within Retained earnings during the year ended September 30, 2023 as costs to repurchase the Company’s common stock. Shares repurchased were retired and returned to the status of authorized, unissued shares.

The Tender Offer was made pursuant to the authorization from Valvoline’s Board of Directors (the “Board”) for the Company to repurchase up to $1.6 billion of its common stock announced on November 15, 2022 (the “2022 Share Repurchase Authorization”). The Tender Offer utilized a substantial portion of the 2022 Share Repurchase Authorization and in combination with other share repurchases made throughout the fiscal year, leaves $211.5 million of authorization remaining as of September 30, 2023.

Accumulated other comprehensive income (loss)

Changes in Accumulated other comprehensive income (loss) by component for fiscal years 2023 and 2022 were as follows: 

(In millions)	Unamortized benefit plan credits		Currency translation adjustments		Changes in fair value of cash flow hedges		Total
Balance as of September 30, 2021	$	16.8	$	(10.1)	$	0.8	$	7.5
Other comprehensive (loss) income before reclassification	—		(40.0)		15.4		(24.6)
(Gain) loss reclassified out of accumulated other comprehensive income	(2.2)		—		1.4		(0.8)
Tax benefit (expense)	0.5		0.4		(4.3)		(3.4)
Balance as of September 30, 2022	15.1		(49.7)		13.3		(21.3)
Other comprehensive (loss) income before reclassification	—		13.1		(22.8)		(9.7)
(Gain) loss reclassified out of accumulated other comprehensive income	(2.2)		30.7		12.7		41.2
Tax benefit (expense)	0.5		(0.1)		2.6		3.0
Balance as of September 30, 2023	$	13.4	$	(6.0)	$	5.8	$	13.2

Amounts reclassified from Accumulated other comprehensive income (loss) follow for the years ended September 30:

(in millions)	2023		2022		2021
Amortization of pension and other postretirement plan prior service credits (a)	$	(2.1)	$	(2.2)	$	(11.8)
Business disposal (b)	30.6		—		—
Loss (gain) on cash flow hedges (c)	12.7		1.4		(0.7)
Tax effect of reclassifications	3.0		(3.4)		2.1
Total amounts reclassified, net of tax	$	44.2	$	(4.2)	$	(10.4)

(a)Amortization of unrecognized prior service credits included in net periodic benefit income for pension and other postretirement plans was reported in Net pension and other postretirement plan (income) expense within the Consolidated Statements of Comprehensive Income. The Company releases the income tax effects from Accumulated other comprehensive income as benefit plan credits are amortized into earnings.

(b)Represents the realization of currency translation losses and unamortized pension prior service credits of $30.7 million and $0.1 million, respectively, recognized within Income from discontinued operations, net of tax within the Consolidated Statement of Comprehensive Income in connection with the sale of the Global Products business.

(c)Represents the realization of gains from cash flow hedges reported in Net interest and other financing expense within the Consolidated Statements of Comprehensive Income.