VALVOLINE INC, 10-K filed on 11/21/2018
Annual Report
v3.10.0.1
Document Entity Information - USD ($)
$ in Billions
12 Months Ended
Sep. 30, 2018
Nov. 16, 2018
Mar. 31, 2018
Document and Entity Information [Abstract]      
Entity Registrant Name VALVOLINE INC    
Entity Central Index Key 0001674910    
Document Type 10-K    
Document Period End Date Sep. 30, 2018    
Amendment Flag false    
Current Fiscal Year End Date --09-30    
Entity Filer Category Large Accelerated Filer    
Entity Common Stock, Shares Outstanding   188,163,312  
Document Fiscal Year Focus 2018    
Document Fiscal Period Focus FY    
Smaller Reporting Company false    
Emerging Growth Company false    
Entity Current Reporting Status Yes    
Entity Voluntary Filers No    
Entity Well Known Seasoned Issuer Yes    
Entity Shell Company false    
Public Float     $ 4.4
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Consolidated Statements of Comprehensive Income - USD ($)
shares in Millions, $ in Millions
12 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Net Income (Loss) Attributable to Parent [Abstract]      
Sales $ 2,285 $ 2,084 $ 1,929
Cost of sales 1,479 1,308 1,181
Gross profit 806 776 748
Selling, general and administrative expenses 430 396 365
Legacy and separation-related expenses, net 14 11 6
Equity and other income, net (33) (25) (19)
Operating income 395 394 396
Net pension and other postretirement plan income 0 (138) (35)
Net interest and other financing expenses 63 42 9
Net loss on acquisition 0 0 1
Income before income taxes 332 490 421
Income tax expense 166 186 148
Net income $ 166 $ 304 $ 273
NET INCOME PER SHARE      
Net income per share, basic (usd per share) $ 0.84 $ 1.49 $ 1.60
Net income per share, diluted (usd per share) $ 0.84 $ 1.49 $ 1.60
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING      
Weighted average common shares outstanding, basic (in shares) 197 204 170
Weighted average common shares outstanding, diluted (in shares) 197 204 170
Dividends paid per common share (usd per share) $ 0.298 $ 0.196 $ 0.00
COMPREHENSIVE INCOME      
Net income $ 166 $ 304 $ 273
Other comprehensive (loss) income, net of tax      
Currency translation adjustments (10) 7 8
Amortization of pension and other postretirement plan prior service credit (9) (8) (1)
Other comprehensive (loss) income (19) (1) 7
Comprehensive income $ 147 $ 303 $ 280
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Consolidated Balance Sheets - USD ($)
$ in Millions
Sep. 30, 2018
Sep. 30, 2017
Current assets    
Cash and cash equivalents $ 96 $ 201
Accounts receivable, net 409 385
Inventories, net 176 175
Prepaid expenses and other current assets 44 29
Total current assets 725 790
Noncurrent assets    
Property, plant and equipment, net 420 391
Goodwill and intangibles, net 448 335
Equity method investments 31 30
Deferred income taxes 138 281
Other noncurrent assets 92 88
Total noncurrent assets 1,129 1,125
Total assets 1,854 1,915
Current liabilities    
Short-term debt 0 75
Current portion of long-term debt 30 15
Trade and other payables 178 192
Accrued expenses and other liabilities 203 196
Total current liabilities 411 478
Noncurrent liabilities    
Long-term debt 1,292 1,034
Employee benefit obligations 333 342
Other noncurrent liabilities 176 178
Total noncurrent liabilities 1,801 1,554
Commitments and contingencies
Stockholders’ deficit    
Preferred stock, no par value, 40 shares authorized; no shares issued and outstanding 0 0
Common stock, par value $0.01 per share, 400 shares authorized, 188 and 203 shares issued and outstanding at September 30, 2018 and 2017, respectively 2 2
Paid-in capital 7 5
Retained deficit (399) (167)
Accumulated other comprehensive income 32 43
Total stockholders’ deficit (358) (117)
Total liabilities and stockholders’ deficit $ 1,854 $ 1,915
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Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2018
Sep. 30, 2017
Statement of Financial Position [Abstract]    
Preferred stock authorized (in shares) 40,000,000 40,000,000
Preferred stock issued (in shares) 0 0
Preferred stock outstanding (in shares) 0 0
Common stock, par value (usd per share) $ 0.01 $ 0.01
Common stock authorized (in shares) 400,000,000 400,000,000
Common stock issued (in shares) 188,000,000 203,000,000
Common stock outstanding (in shares) 188,000,000 203,000,000
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Consolidated Statements of Stockholders' Deficit - USD ($)
shares in Millions
Total
Common stock
Paid-in capital
Retained deficit
Accumulated other comprehensive (loss) income
Ashland’s net investment
Common stock outstanding, beginning balance (in shares) at Sep. 30, 2015   0        
Balance at beginning of period at Sep. 30, 2015 $ 617,000,000 $ 0 $ 0 $ 0 $ (61,000,000) $ 678,000,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 273,000,000         273,000,000
Net transfers to Ashland (1,500,000,000)         (1,500,000,000)
Contribution of net liabilities from Ashland (439,000,000)       51,000,000 (490,000,000)
Issuance of common stock to Ashland and in connection with initial public offering, net of offering costs (in shares)   205        
Issuance of common stock to Ashland and in connection with initial public offering, net of offering costs 712,000,000 $ 2,000,000 710,000,000      
Dividends paid $ 0          
Repurchase of common stock (in shares) 0          
Repurchase of common stock $ 0          
Currency translation adjustments 8,000,000       8,000,000  
Amortization of pension and other postretirement prior service credits in income (1,000,000)       (1,000,000)  
Common stock outstanding, ending balance (in shares) at Sep. 30, 2016   205        
Balance at end of period at Sep. 30, 2016 (330,000,000) $ 2,000,000 710,000,000 0 (3,000,000) (1,039,000,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 304,000,000     304,000,000    
Contribution of net liabilities from Ashland (10,000,000)     (55,000,000) 47,000,000 (2,000,000)
Net transfers from Ashland 5,000,000         5,000,000
Distribution of Ashland’s net investment     (710,000,000) (326,000,000)   1,036,000,000
Dividends paid (40,000,000)     (40,000,000)    
Stock-based compensation $ 5,000,000   5,000,000      
Repurchase of common stock (in shares) (2) (2)        
Repurchase of common stock $ (50,000,000)     (50,000,000)    
Currency translation adjustments 7,000,000       7,000,000  
Amortization of pension and other postretirement prior service credits in income $ (8,000,000)       (8,000,000)  
Common stock outstanding, ending balance (in shares) at Sep. 30, 2017 203 203        
Balance at end of period at Sep. 30, 2017 $ (117,000,000) $ 2,000,000 5,000,000 (167,000,000) 43,000,000 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net income 166,000,000     166,000,000    
Dividends paid (58,000,000)     (58,000,000)    
Stock-based compensation $ 9,000,000   9,000,000      
Repurchase of common stock (in shares) (15) (15)        
Repurchase of common stock $ (325,000,000)     (325,000,000)    
Purchase of remaining ownership interest in subsidiary (14,000,000)   (7,000,000) (7,000,000)    
Reclassification of income tax effects of U.S. tax reform       (8,000,000) 8,000,000  
Currency translation adjustments (10,000,000)       (10,000,000)  
Amortization of pension and other postretirement prior service credits in income $ (9,000,000)       (9,000,000)  
Common stock outstanding, ending balance (in shares) at Sep. 30, 2018 188 188        
Balance at end of period at Sep. 30, 2018 $ (358,000,000) $ 2,000,000 $ 7,000,000 $ (399,000,000) $ 32,000,000 $ 0
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Consolidated Statements of Stockholders' Deficit (Parenthetical) - $ / shares
12 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Statement of Stockholders' Equity [Abstract]      
Dividends paid per common share (usd per share) $ 0.298 $ 0.196 $ 0.00
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Consolidated Statements of Cash Flows - USD ($)
$ in Millions
12 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Cash flows from operating activities      
Net income $ 166 $ 304 $ 273
Adjustments to reconcile to cash flows from operations      
Depreciation and amortization 54 42 38
Debt issuance cost and discount amortization 3 3 4
Deferred income taxes 145 117 13
Equity income from unconsolidated affiliates, net of distributions (4) (4) 4
Pension contributions (16) (412) (2)
Loss (gain) on pension and other postretirement plan remeasurements 38 (68) (42)
Stock-based compensation expense 12 9 0
Other, net 1 0 1
Change in assets and liabilities      
Accounts receivable [1] (38) (22) (17)
Inventories [1] (4) (35) (4)
Payables and accrued liabilities [1] (2) 0 5
Other assets and liabilities [1] (35) (64) 38
Total cash provided by (used in) operating activities 320 (130) 311
Cash flows from investing activities      
Additions to property, plant and equipment (93) (68) (66)
Acquisitions, net of cash acquired (125) (68) (83)
Other investing activities, net 5 1 1
Total cash used in investing activities (213) (135) (148)
Cash flows from financing activities      
Net transfers from (to) Ashland 0 5 (1,504)
Cash contributions from Ashland 0 0 60
Proceeds from initial public offering, net of offering costs of $40 0 0 719
Proceeds from borrowings, net of issuance costs 304 470 1,372
Repayments on borrowings (108) (90) (637)
Repurchases of common stock (325) (50) 0
Purchase of additional ownership in subsidiary (15) 0 0
Cash dividends paid (58) (40) 0
Other financing activities (7) 0 0
Total cash (used in) provided by financing activities (209) 295 10
Effect of currency exchange rate changes on cash and cash equivalents (3) (1) (1)
(Decrease) increase in cash and cash equivalents (105) 29 172
Cash and cash equivalents - beginning of year 201 172 0
Cash and cash equivalents - end of year 96 201 172
Supplemental disclosures      
Interest paid 53 35 0
Income taxes paid $ 26 $ 26 $ 17
[1] Excludes changes resulting from operations acquired or sold.
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Consolidated Statements of Cash Flows (Parenthetical)
$ in Millions
12 Months Ended
Sep. 30, 2016
USD ($)
Statement of Cash Flows [Abstract]  
Offering costs incurred in initial public offering $ 40
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Description of Business and Basis of Presentation
12 Months Ended
Sep. 30, 2018
Accounting Policies [Abstract]  
Description of Business and Basis of Presentation
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Description of business

Valvoline Inc. (“Valvoline” or the “Company”) is a worldwide marketer and supplier of engine and automotive maintenance products and services. Valvoline is one of the most recognized and respected premium consumer brands in the global automotive lubricant industry, known for its high quality products and superior levels of service. Established in 1866, Valvoline’s heritage spans more than 150 years, during which it has developed powerful name recognition across multiple product and service channels.

Valvoline was incorporated in May 2016 as a subsidiary of Ashland Global Holdings Inc. (which together with its predecessors and consolidated subsidiaries is referred to herein as “Ashland”). Prior to this time, Valvoline operated as an unincorporated commercial unit of Ashland. Following a series of restructuring steps prior to the initial public offering (the “IPO”) of Valvoline common stock, the Valvoline business was transferred from Ashland to Valvoline such that the Valvoline business included substantially all of the historical Valvoline business reported by Ashland, as well as certain other legacy Ashland assets and liabilities transferred to Valvoline from Ashland (the “Contribution”). In connection with the IPO on September 28, 2016, 34.5 million shares of Valvoline common stock were sold to investors and Ashland retained 170 million shares representing 83% of the total outstanding shares of Valvoline common stock.

On May 12, 2017, Ashland distributed all of its remaining interest in Valvoline to Ashland stockholders (the “Distribution”) through a pro rata dividend on shares of Ashland common stock outstanding at the close of business on the record date of May 5, 2017, which marked the completion of Valvoline’s separation from Ashland. Effective upon the Distribution, Ashland no longer owned any shares of Valvoline common stock, and Valvoline was no longer a controlled and consolidated subsidiary of Ashland.

Basis of presentation and consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and U.S. Securities and Exchange Commission (“SEC”) regulations. The financial statements are presented on a consolidated basis for all periods presented and include the accounts of the Company and its majority-owned and controlled subsidiaries. All intercompany transactions and balances within Valvoline have been eliminated in consolidation. Certain prior period amounts have been reclassified in the accompanying consolidated financial statements and notes thereto to conform to the current period presentation.

The Contribution of the Valvoline business by Ashland to Valvoline was treated as a reorganization of entities under common Ashland control. As a result, Valvoline retrospectively presented the consolidated financial statements of Valvoline and its subsidiaries for periods presented prior to the completion of the Contribution, which were prepared on a stand-alone basis and derived from Ashland’s consolidated financial statements and accounting records using the historical results of operations, and assets and liabilities attributed to Valvoline’s operations, as well as allocations of expenses from Ashland. The consolidated financial statements for periods presented subsequent to the completion of the Contribution reflect the transfer of various assets and liabilities from Ashland on a carryover basis (historical cost) and the consolidated operations of Valvoline and its majority-owned subsidiaries as a separate, stand-alone entity.

All transactions and balances between Valvoline and Ashland have been reported in the consolidated financial statements. For periods prior to the IPO, these transactions were considered to be effectively settled for cash at the time the transactions were recorded. These transactions and net cash transfers to and from Ashland’s centralized cash management system are reflected as a component of Ashland’s net investment in the Consolidated Statements of Stockholders’ Deficit and as a financing activity within the accompanying Consolidated Statements of Cash Flows. Ashland’s net investment represents the cumulative net investment by Ashland in Valvoline through the IPO, including net income through the completion of the IPO and net cash transfers to and from Ashland through Distribution. Valvoline’s retained earnings from the IPO through September 30, 2016 were not material and accordingly, were not separately presented in the Consolidated Statements of Stockholders’ Deficit. Concurrent with the Distribution, Ashland’s net investment in Valvoline was reduced to zero with a corresponding adjustment to Paid-in capital and Retained deficit.

Prior to the completion of the IPO, Valvoline utilized centralized functions of Ashland to support its operations, and in return, Ashland allocated certain of its expenses to Valvoline. These costs, together with an allocation of Ashland overhead costs, are included within Selling, general and administrative expenses in the Consolidated Statements of Comprehensive Income for the year ended September 30, 2016 and are disclosed in more detail in Note 18. Upon completion of the IPO, Valvoline assumed responsibility for the costs of these functions.
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Significant Accounting Policies
12 Months Ended
Sep. 30, 2018
Accounting Policies [Abstract]  
Significant Accounting Policies
SIGNIFICANT ACCOUNTING POLICIES

Valvoline’s significant accounting policies, which conform to U.S. GAAP and are applied on a consistent basis in all years presented, except when otherwise disclosed, are described below.

Use of estimates, risks and uncertainties

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosures of contingent matters. Significant items that are subject to such estimates and assumptions include, but are not limited to, long-lived assets (including intangible assets and goodwill), customer incentives, employee benefit obligations and income taxes. 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.

Cash and cash equivalents

All short-term, highly liquid investments having original maturities of three months or less are considered to be cash equivalents.

Accounts receivable and allowance for doubtful accounts

Valvoline records an allowance for doubtful accounts as a best estimate of the amount of probable credit losses for accounts receivable. Valvoline estimates the allowance for doubtful accounts based on a variety of factors, including the length of time receivables are past due, the financial health of its customers, macroeconomic conditions, past transaction history with the customer and changes in customer payment terms. If the financial condition of its customers deteriorates or other circumstances occur that result in an impairment of customers’ ability to make payments, the Company records additional allowances as needed. The Company writes off uncollectible accounts receivable against the allowance for doubtful accounts when collection efforts have been exhausted and/or any legal action taken by the Company has concluded.

Inventories

Inventories are primarily carried at the lower of cost or net realizable value using the weighted average cost method. In addition, certain lubricants are valued at the lower of cost or market using the last-in, first-out (“LIFO”) method to provide matching of revenues with current costs. Cost includes materials, labor and manufacturing overhead related to the purchase and production of inventories. The Company regularly reviews inventory quantities on hand and the estimated utility of inventory. Excess and obsolete reserves are established when inventory is estimated to not be usable based on forecasted usage, product demand and life cycle, as well as utility.

Property, plant and equipment

Property, plant and equipment is recorded at cost and is depreciated using the straight-line method over the estimated useful lives of the assets. Buildings are depreciated principally over 5 to 25 years and machinery and equipment principally over 5 to 30 years. Property, plant and equipment is relieved of the cost and related accumulated depreciation when assets are disposed of or otherwise retired. Gains or losses on the dispositions of property, plant and equipment are included in the Consolidated Statements of Comprehensive Income and generally reported in Equity and other income, net. Property, plant and equipment carrying values are evaluated for recoverability when impairment indicators are present and are conducted at the lowest identifiable level of cash flows. Such indicators could include, among other factors, operating losses, unused capacity, market value declines and technological obsolescence. Recorded values of asset groups of property, plant and equipment that are not expected to be recovered through undiscounted future net cash flows are written down to current fair value, which generally is determined from estimated discounted future net cash flows (assets held for use) or net realizable value (assets held for sale).

Business combinations
 
The financial results of the businesses that Valvoline has acquired are included in the Company’s consolidated financial results from the respective dates of the acquisitions. The Company allocates the purchase consideration to the identifiable assets acquired and liabilities assumed in the business combination based on their acquisition-date fair values. The excess of the purchase consideration over the amounts assigned to the identifiable assets and liabilities is recognized as goodwill. Factors giving rise to goodwill generally include synergies that are anticipated as a result of the business combination, including access to new customers and markets. The fair values of identifiable intangible assets acquired in business combinations are generally determined using an income approach, requiring financial forecasts and estimates as well as market participant assumptions.

Goodwill and other intangible assets

Valvoline tests goodwill for impairment annually as of July 1 or when events and circumstances indicate an impairment may have occurred. This annual assessment consists of Valvoline determining each reporting unit’s current fair value compared to its current carrying value. Valvoline’s reporting units are Core North America, Quick Lubes, and International.
In evaluating goodwill for impairment, Valvoline has the option to first perform a qualitative assessment to determine whether further impairment testing is necessary or to perform a quantitative assessment by comparing the fair value of a reporting unit to its carrying amount, including goodwill. Under the qualitative assessment, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. Qualitative factors include macroeconomic conditions, industry and market conditions, cost factors, and overall financial performance, among others.
If under the quantitative assessment, the fair value of a reporting unit is less than its carrying amount, then the amount of the impairment loss, if any, must be measured under step two of the impairment analysis. In step two of the analysis, an impairment loss will be recorded equal to the excess of the carrying value of the reporting unit’s goodwill over its implied fair value. Fair values of the reporting units are estimated using a weighted methodology considering the output from both the income and market approaches. The income approach incorporates the use of a discounted cash flow (“DCF”) analysis. A number of significant assumptions and estimates are involved in the application of the DCF model to forecast operating cash flows, including markets and market shares, sales volumes and prices, costs to produce, tax rates, capital spending, discount rate, weighted average cost of capital, terminal values and working capital changes. Several of these assumptions vary among reporting units. The cash flow forecasts are generally based on approved strategic operating plans. The market approach is performed using the Guideline Public Companies method which is based on earnings multiple data. The Company also performs a reconciliation between market capitalization and the estimate of the aggregate fair value of the reporting units, including consideration of a control premium.
Valvoline elected to perform a qualitative assessment during fiscal 2018 and determined that it is not more likely than not that the fair values of Valvoline’s reporting units are less than carrying amounts.

Acquired finite-lived intangible assets principally consist of certain trademarks and trade names, reacquired franchise rights and customer relationships. Intangible assets acquired in an asset acquisition are carried at cost, less accumulated amortization. For intangible assets acquired in a business combination, the estimated fair values of the assets acquired are used to establish the carrying value, which is determined generally using an income approach, and the Company employs assumptions developed using the perspective of a market participant. These intangible assets are amortized on a straight-line basis over their estimated useful lives. Valvoline reviews finite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable and any not expected to be recovered through undiscounted future net cash flows and assets are written down to current fair value.

Equity method investments

Investments in companies, including joint ventures, where Valvoline has the ability to exert significant influence, but not control, over operating and financial policies of the investee are accounted for using the equity method of accounting. Judgment regarding the level of influence over each investment includes considering key factors such as the Company’s ownership interest, representation on the board of directors, and participation in policy-making decisions. The Company’s proportionate share of the net income or loss of these companies is included within Equity and other income, net in the Consolidated Statements of Comprehensive Income.

The Company evaluates equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. Factors considered by the Company when reviewing an equity method investment for impairment include the length of time and extent to which the fair value of the equity method investment has been less than cost, the investee’s financial condition and near-term prospects, and the intent and ability to hold the investment for a period of time sufficient to allow for anticipated recovery. An impairment that is other-than-temporary is recognized in the period identified.

Pension and other postretirement benefit plans
Valvoline sponsors defined benefit pension and other postretirement plans in the U.S and in certain countries outside the U.S. The majority of these plans were transferred to and assumed by the Company in the Contribution of certain of Ashland’s pension and other postretirement benefit obligations and plan assets in late fiscal 2016. Following the Contribution, Valvoline accounts for these obligations as single-employer plans for which Valvoline recognizes the net liabilities and the full amount of any costs or gains. Valvoline also has certain international single-employer pension plans for which the net liabilities and associated costs have been recognized in each period presented herein.

Valvoline recognizes the funded status of each applicable plan on the Consolidated Balance Sheets whereby each underfunded plan is recognized as a liability. The funded status is measured as the difference between the fair value of plan assets and the benefit obligation. Changes in the fair value of plan assets and net actuarial gains or losses are recognized upon remeasurement, which is at least annually as of September 30, the measurement date, and whenever a remeasurement is triggered. The remaining components of pension and other postretirement benefits income are recorded ratably on a quarterly basis. The fair value of plan assets represents the current market value of assets held by irrevocable trust funds for the sole benefit of participants, and the benefit obligation is the actuarial present value of the benefits expected to be paid based on estimates. These valuations reflect the terms of the plans and use participant-specific information such as compensation, age and years of service, as well as certain key assumptions that require significant judgment, including, but not limited to, estimates of discount rates, expected return on plan assets, rate of compensation increases, interest rates and mortality rates. Actuarial gains and losses may be related to actual results that differ from assumptions as well as changes in assumptions, which may occur each year.

Due to the freeze of U.S. pension benefits effective September 30, 2016, continuing service costs are limited to certain international pension plans, and are reported in the same caption of the Consolidated Statements of Comprehensive Income as the related employee payroll expenses. All components of net periodic benefit income other than service cost are recognized below operating income within Net pension and other postretirement plan income in the Consolidated Statements of Comprehensive Income.

Prior to the Contribution in fiscal 2016, Valvoline employees were eligible to participate in pension and other postretirement benefit plans sponsored by Ashland in many of the countries where the Company did business. Valvoline accounted for its participation in Ashland-sponsored pension and other postretirement benefit plans as a participation in a multiemployer plan and recognized its allocated portion of net periodic benefit cost based on Valvoline-specific plan participants.

Commitments and contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Legal costs such as outside counsel fees and expenses are charged to expense in the period incurred and are recorded in Selling, general and administrative expenses in the Consolidated Statements of Comprehensive Income. 
Revenue recognition

Sales generally are recognized when persuasive evidence of an arrangement exists, products are delivered or services are rendered, the sales price is fixed or determinable and collectability is reasonably assured. Valvoline reports all sales net of tax assessed by qualifying governmental authorities. Certain shipping and handling costs paid by the customer are recorded in sales, while those costs paid by Valvoline are recorded in cost of sales. Shipping and handling costs recorded in sales were $10 million in fiscal 2018 and $16 million in both fiscal 2017 and 2016.

Sales rebates and discounts, consisting primarily of promotional rebates and customer pricing discounts, are offered through various programs to customers. Sales are recorded net of these rebates and discounts totaling $357 million, $360 million, and $388 million in the Consolidated Statements of Comprehensive Income for the years ended September 30, 2018, 2017, and 2016, respectively. Provisions for sales rebates and discounts are established and recognized as incurred, generally at the time of the sale, or over the term of the sales contract. Valvoline bases its estimates on historical rates of customer discounts and rebates as well as the specific identification of discounts and rebates expected to be realized. Allowances related to these customer incentive programs are adjusted based on actual experience and adjustments are recorded to earnings in the period changes are known and reasonably estimable. Reserves for these customer programs and incentives were $57 million and $54 million as of September 30, 2018 and 2017, respectively, and are recorded within Accrued expenses and other liabilities in the Consolidated Balance Sheets.

Franchise revenue included within sales was $29 million, $28 million, and $25 million during fiscal 2018, 2017, and 2016, respectively. Franchise revenue generally consists of initial franchise fees and royalties. Initial franchise fees are recognized when all material obligations have been substantially performed and the store has opened for business. Franchise royalties are based upon a percentage of monthly sales of the franchisees and are recognized as such sales occur.

Expense recognition

Cost of sales include material and production costs, as well as the costs of inbound and outbound freight, purchasing and receiving, inspection, warehousing, internal transfers and all other distribution network costs. Selling, general and administrative expenses are expensed as incurred and include sales and marketing costs, research and development costs, advertising, customer support, and administrative costs, including allocated corporate charges from Ashland in the periods prior to the IPO. Advertising costs ($63 million in fiscal 2018, $61 million in fiscal 2017 and $58 million in fiscal 2016) and research and development costs ($14 million in fiscal 2018 and $13 million in both fiscal 2017 and 2016) are expensed as incurred.

Stock-based compensation

Stock-based compensation expense is recognized within Selling, general and administrative expense in the Consolidated Statements of Comprehensive Income and is principally based on the grant date fair value of new or modified awards over the requisite vesting period. The Company’s outstanding stock-based compensation awards are primarily classified as equity, with certain liability-classified awards based on award terms and conditions. Valvoline accounts for forfeitures when they occur.

Income taxes

Income tax expense is provided based on income before income taxes. Deferred income taxes represent benefits and expenses that will be used to reduce or increase corporate taxes expected to be paid as well as differences between the tax bases and carrying amounts of assets and liabilities that will result in taxable or deductible amounts in future years. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in years in which those temporary differences are expected to be recovered or settled. As changes in tax laws or rates occur, deferred tax assets and liabilities are adjusted in the period changes are enacted through income tax expense. Valvoline records valuation allowances related to its deferred income tax assets when it is more likely than not that some portion or all of the deferred income tax assets will not be realized.

For the periods prior to the Distribution, Valvoline’s operating results are included in Ashland’s consolidated U.S., state, and certain international subsidiaries’ income tax returns. For these periods, the income tax provision in these Consolidated Statements of Comprehensive Income was calculated on a separate return basis as if Valvoline was operating on a stand-alone basis and filed separate tax returns in the jurisdictions in which it operated.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being sustained upon examination by authorities. Interest and penalties related to unrecognized tax benefits are recognized as part of the provision for income taxes and are accrued beginning in the period that such interest and penalties would be applicable under relevant tax law and until such time that the related tax benefits are recognized. Interest and penalties were not material to any of the periods presented herein.

Derivatives
Valvoline’s derivative instruments consist of currency exchange contracts, which are accounted for as either assets or liabilities in the Consolidated Balance Sheets at fair value and the resulting gains or losses are recognized as adjustments to earnings. Valvoline does not currently have any derivative instruments that are designated and qualify as hedging instruments. The Company classifies its cash flows for these transactions as investing activities in the Consolidated Statements of Cash Flows.

Fair value measurements

Fair value is defined as an exit price, representing an amount that would be received to sell an asset or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance prioritizes the inputs used to measure fair value into the three-tier fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). An instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the instrument’s fair value measurement. Certain investments which measure fair value using the net asset value (“NAV”) per share practical expedient are not classified within the fair value hierarchy and are separately disclosed.

Valvoline measures its financial assets and financial liabilities at fair value based on one or more of the following three valuation techniques:

Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities
Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost)
Income approach: Techniques to convert future amounts to a single present amount based upon market expectations (including present value techniques, option pricing and excess earnings models)

The Company generally uses a market approach, when practicable, in valuing financial instruments. In certain instances, when observable market data is lacking, the Company uses valuation techniques consistent with the income approach whereby future cash flows are converted to a single discounted amount. The Company uses multiple sources of pricing as well as trading and other market data in its process of reporting fair values. The fair values of accounts receivables and accounts payable approximate their carrying values due to the relatively short-term nature of the instruments.

The methods described above may produce a fair value that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement.

Currency translation

Operations outside the United States are measured primarily using the local currency as the functional currency. Upon consolidation, the results of operations of the subsidiaries and affiliates whose functional currency is other than the U.S. dollar are translated into U.S. dollars at the average exchange rates for the year while assets and liabilities are translated at year-end exchange rates. Adjustments to translate assets and liabilities into U.S. dollars are recorded in the stockholders’ equity section of the Consolidated Balance Sheets as a component of Accumulated other comprehensive income and are included in net earnings only upon sale or substantial liquidation of the underlying non-U.S. subsidiary or affiliated company.

Earnings per share

Basic earnings per share (“EPS”) is calculated by dividing net income by the weighted-average number of common shares outstanding during the reported period. Diluted EPS is calculated similar to basic EPS, except that the weighted-average number of shares outstanding includes the number of shares that would have been outstanding had potentially dilutive common shares been issued. Potentially dilutive securities include stock appreciation rights and nonvested share-based awards. Nonvested market and performance-based share awards are included in the weighted-average diluted shares outstanding each period if established market or performance criteria have been met at the end of the respective periods.

Recent accounting pronouncements

The following standards relevant to Valvoline were either issued or adopted in the current year, or are expected to have a meaningful impact on Valvoline in future periods.

Recently adopted

During fiscal 2018, Valvoline adopted the following:

In July 2015, the Financial Accounting Standards Board (“FASB”) issued accounting guidance to simplify the subsequent measurement of certain inventories by replacing the lower of cost or market test with a lower of cost or net realizable value test. The guidance applies only to inventories for which cost is determined by methods other than LIFO and retail inventory methods. Valvoline adopted this guidance prospectively on October 1, 2017. Valvoline utilizes LIFO to value a significant portion of its inventory. The impact of adoption was not material to the Company’s consolidated financial statements.

In March 2017, the FASB issued accounting guidance that changed how employers who sponsor defined benefit pension and/or postretirement benefit plans present the net periodic benefit cost in the Consolidated Statements of Comprehensive Income. This guidance requires employers to present the service cost component of net periodic benefit cost in the same caption as other employee compensation costs for services rendered during the period. All other components of the net periodic benefit cost are presented separately outside of the operating income caption. Valvoline retrospectively adopted this guidance on October 1, 2017. Accordingly, Net pension and other postretirement plan income has been reclassified to non-operating income for all periods presented within the Consolidated Statements of Comprehensive Income, which reduced previously reported operating income by $138 million and $35 million for the years ended September 30, 2017 and 2016, respectively.

In February 2018, the FASB issued accounting guidance that allows companies to reclassify stranded tax effects resulting from the reduction of the U.S. statutory corporate tax rate enacted in U.S. tax reform legislation in December 2017. The Company adopted this guidance in the fourth quarter of fiscal 2018, which resulted in a reclassification of $8 million of stranded tax effects related to the deferred taxes for unamortized benefit plan credits that increased both Accumulated other comprehensive income and Retained deficit within the Consolidated Balance Sheet and Consolidated Statement of Stockholders’ Deficit. The adoption of this guidance did not have an impact on the Company’s results of operations or cash flows.

In March 2018, the FASB issued accounting guidance that codified SEC staff views on the income tax accounting implications of U.S. tax reform legislation enacted in December 2017. The guidance clarifies the timing of the measurement period, changes in subsequent reporting periods and reporting requirements as a result of the legislation. As further discussed in Note 12, the Company recorded provisional impacts of the legislation in fiscal 2018 and will recognize any changes to these provisional estimates up to one year from the enactment date of the legislation.

In August 2018, the FASB issued accounting guidance that modifies the disclosure requirements with respect to fair value measurements. Among the changes, entities will no longer be required to disclose the amount of and reasons for transfers between Levels 1 and 2 of the fair value hierarchy, but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. Valvoline early adopted this guidance, which does not have an impact on the Company’s consolidated financial statements, but revises disclosures as reflected in Notes 3 and 13 herein.

In August 2018, the FASB issued accounting guidance that modifies the disclosure requirements with respect to defined benefit pension and other postretirement plans. This guidance removes disclosures that no longer are considered cost beneficial, clarifies the specific requirements of disclosures, and adds certain disclosure requirements. Valvoline early adopted this guidance, which does not have an impact on the Company’s consolidated financial statements, but revises disclosures as reflected in Note 13 herein.

Issued but not yet adopted

In May 2014, the FASB issued accounting guidance outlining a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers, which supersedes most current revenue recognition guidance. This guidance introduces a five-step model for revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards under current guidance. The Company has substantially completed its assessment of the accounting required under the new revenue recognition guidance and will adopt the new guidance in the first quarter of fiscal 2019. The Company’s revenue is primarily generated from the sale and service delivery of engine and automotive maintenance products to customers, which is not accounted for under industry-specific guidance. Valvoline’s performance obligations generally consist of a single delivery element whereby revenue is recognized at the point in time when ownership, risks and rewards transfer. Revenue transactions recorded under the new guidance are expected to be substantially consistent with the treatment under existing guidance.

The Company will adopt the new revenue recognition guidance using the modified retrospective method, which recognizes the cumulative effect of the changes in retained deficit at adoption, but will not retrospectively apply the new guidance to prior periods. The Company expects to adjust retained deficit at adoption primarily related to the timing of certain sales made to distributors for approximately $15 million to $20 million on a pre-tax basis. In addition, the Company expects immaterial impacts to reclassify certain activities in the Consolidated Statements of Comprehensive Income on an ongoing basis following adoption.

The Company will expand footnote disclosures under the new revenue guidance beginning in the first quarter of fiscal 2019, including disaggregation of revenue, pro forma impacts of changes to the financial statements in the initial year of adoption, and qualitative disclosures related to the nature and terms of its sales, timing of the transfer of control and judgments used in the application of the five-step model. The Company has also implemented appropriate changes to business processes to support recognition and disclosure under the new guidance.

In August 2018, the FASB issued new accounting guidance related to fees paid by a customer in a cloud computing arrangement, which aligns the accounting for implementation costs incurred in a cloud computing arrangement that is a service arrangement with the existing capitalization guidance for implementation costs incurred to develop or obtain internal-use software. Valvoline will early adopt this guidance on a prospective basis on October 1, 2018, and as a result, certain relevant costs related to these arrangements may be capitalized. The adoption of this guidance is not expected to have a material impact on the Company's financial condition, results of operations or cash flows.

In February 2016, the FASB issued new accounting guidance related to lease transactions. The primary objective of this guidance is to increase transparency and comparability among organizations by requiring lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by leases and to disclose key information about leasing arrangements. This new guidance is effective for the Company in the first quarter of fiscal 2020 using a modified retrospective approach. The Company has begun planning its assessment and implementation process, including a process to identify all forms of its leases globally, as well as analyzing the practical expedients and evaluating the specific impacts on its consolidated financial statements. While the Company’s evaluation of this guidance is in the early stages, adoption is expected to have a material impact on the Consolidated Balance Sheets as the majority of the Company’s operating leases are expected to be recognized as right of use assets and associated lease liabilities. The Company also anticipates expanded footnote disclosures related to its leases under the new guidance.

The FASB issued other accounting guidance during the period that is not currently applicable or expected to have a material impact on Valvoline’s financial statements, and therefore, is not described above.
v3.10.0.1
Fair Value Measurements
12 Months Ended
Sep. 30, 2018
Fair Value Disclosures [Abstract]  
Fair Value Measurements
FAIR VALUE MEASUREMENTS

Valvoline uses applicable guidance for defining fair value, the initial recording and periodic remeasurement of certain assets and liabilities measured at fair value, and related disclosures for instruments measured at fair value. Fair value accounting guidance establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. An instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the instrument’s fair value measurement. Valvoline measures assets and liabilities using inputs from the following three levels of fair value hierarchy:

Level 1 - Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3 - Unobservable inputs for the asset or liability for which there is little, if any, market activity at the measurement date. Unobservable inputs reflect Valvoline’s own assumptions about what market participants would use to price the asset or liability. The inputs are developed based on the best information available in the circumstances, which may include Valvoline’s own financial data, such as internally developed pricing models, DCF methodologies, as well as instruments for which the fair value determination requires significant management judgment.

The following table sets forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis by level within the fair value hierarchy as of September 30:
(In millions)
 
Fair Value Hierarchy
 
2018
 
2017
Cash and cash equivalents
 
 
 
 
 
 
Money market funds
 
Level 1
 
$
5

 
$
11

Time deposits
 
Level 2
 
22

 
35

Prepaid expenses and other current assets
 
 
 
 
 
 
Currency derivatives
 
Level 2
 
1

 
1

Other noncurrent assets
 
 
 
 
 
 
Non-qualified trust funds
 
Level 1
 
25

 
30

Total assets at fair value
 
 
 
$
53

 
$
77

 
 
 
 
 
 
 
Accrued expenses and other liabilities
 
 
 
 
 
 
Currency derivatives
 
Level 2
 
$
1

 
$
1

Total liabilities at fair value
 
 
 
$
1

 
$
1


Money market funds
Money market funds trade in an active market and are valued using quoted market prices, which are Level 1 inputs.
Time deposits
Time deposits are balances held with financial institutions that have maturities of three months or less. Time deposits are held at face value plus accrued interest, which approximates fair value, and are categorized as Level 2.
Currency derivatives

The Company uses derivatives not designated as hedging instruments consisting of forward contracts to hedge non-U.S. currency denominated balance sheet exposures and exchange one currency for another for a fixed rate on a future date of twelve months or less. The Company had outstanding contracts with notional values of $74 million and $47 million as of September 30, 2018 and 2017, respectively. The fair value of these outstanding contracts are recorded as assets and liabilities on a gross basis measured using readily observable market inputs to estimate the fair value for similar derivative instruments and are classified as Level 2. Valvoline has entered into master netting arrangements to mitigate losses in the event of nonperformance by counterparties that allow settlement on a net basis, the effect of which was not material to the recorded assets and liabilities as of September 30, 2018 or 2017.

Gains and losses on these instruments are recognized in Selling, general and administrative expenses in the Consolidated Statements of Comprehensive Income as exchange rates change the fair value of these instruments and upon settlement to offset the remeasurement gain or loss on the related foreign currency-denominated exposures in the same period. Gains and losses recognized related to these instruments were not material in any period presented herein.
Non-qualified trust funds
The Company maintains a non-qualified trust to fund benefit payments for certain of its U.S. non-qualified pension plans. This fund is classified as Level 1 as it primarily consists of highly liquid fixed income U.S. government bonds that trade with sufficient frequency and volume to enable pricing information to be obtained on an ongoing basis. Gains and losses related to these investments are immediately recognized within Selling, general and administrative expenses in the Consolidated Statements of Comprehensive Income and were not material in any period presented herein.
Long-term debt
The Company’s outstanding fixed rate senior notes consist of 5.500% senior unsecured notes due 2024 with an aggregate principal amount of $375 million issued in July 2016 (the “2024 Notes”) and 4.375% senior unsecured notes due 2025 with an aggregate principal amount of $400 million issued in August 2017 (the “2025 Notes” and together with the 2024 Notes, the “Senior Notes”).
The fair values of the Senior Notes shown in the table below are based on recent trading values, which are considered Level 2 inputs within the fair value hierarchy. Long-term debt is included in the Consolidated Balance Sheets at carrying value, rather than fair value, and is therefore excluded from the fair value table above. Carrying values shown in the following table are net of unamortized discounts and issuance costs.
 
 
September 30, 2018
 
September 30, 2017
(In millions)
 
Fair value
 
Carrying value
 
Unamortized discount and issuance costs
 
Fair value
 
Carrying value
 
Unamortized discount and issuance costs
2024 Notes
 
$
376

 
$
370

 
$
(5
)
 
$
401

 
$
370

 
$
(5
)
2025 Notes
 
376

 
395

 
(5
)
 
408

 
394

 
(6
)
Total
 
$
752

 
$
765

 
$
(10
)
 
$
809

 
$
764

 
$
(11
)


Refer to Note 10 for details of other debt instruments that have variable interest rates, and accordingly, their carrying amounts approximate fair value.
Pension plan assets
Pension plan assets are measured at fair value at least annually on September 30. Refer to Note 13 for disclosures regarding the fair value of plan assets, including classification within the fair value hierarchy.
v3.10.0.1
Acquisitions and Divestitures
12 Months Ended
Sep. 30, 2018
Business Combinations [Abstract]  
Acquisitions and Divestitures
ACQUISITIONS AND DIVESTITURES

Quick Lubes store acquisitions

During fiscal 2018, Valvoline acquired 136 service center stores for an aggregate purchase price of $125 million. These acquisitions included 73 franchise service center stores, 60 former franchise service center stores, and 3 service center stores acquired in single and multi-store transactions. During fiscal 2017, the Company acquired 43 service center stores for an aggregate purchase price of $72 million, of which $4 million was paid in fiscal 2016. These acquisitions included 14 former franchise service center stores and 29 service center stores acquired in single and multi-store transactions. During fiscal 2016, 104 service center stores were acquired for an aggregate purchase price of $79 million. These acquisitions included 42 franchise service center stores, 9 former franchise service center stores and 53 service center stores acquired in single and multi-store transactions.

The Company’s acquisitions are accounted for such that the assets acquired and liabilities assumed are recognized at their acquisition date fair values, with any excess of the consideration transferred over the estimated fair values of the identifiable net assets acquired recorded as goodwill. Unless otherwise noted, goodwill is generally expected to be deductible for income tax purposes and is primarily attributed to the operational synergies and potential growth expected to result in economic benefits in the respective markets of the acquisitions.

A summary follows of the aggregate cash consideration paid and the total assets acquired and liabilities assumed for the years ended September 30:
(In millions)
 
2018
 
2017
 
2016
Inventories
 
$
2

 
$
1

 
$
1

Other current assets
 
1

 

 
1

Property, plant and equipment
 
2

 
2

 
9

Goodwill (a)
 
58

 
60

 
94

Intangible assets
 
 
 
 
 
 
Trademarks and trade names (b)
 
27

 
1

 
1

Reacquired franchise rights (a) (c)
 
26

 
6

 

Customer relationships (d)
 
9

 
2

 

Other
 

 

 
1

Other noncurrent assets
 

 

 
3

Trade and other payables
 

 

 
(11
)
Debt
 

 

 
(11
)
Other noncurrent liabilities
 

 

 
(9
)
Net assets acquired
 
$
125

 
$
72

 
$
79

 
 
 
 
 
 
 
(a)
Approximately $83 million of the goodwill recognized in fiscal 2016 was not deductible for income tax purposes. In addition, during fiscal 2018, the purchase price allocation for the acquisition of certain former franchise service center stores during fiscal 2017 was adjusted to reduce goodwill and increase reacquired franchise rights by $6 million.
(b)
Weighted average amortization period of 19 years.
(c)
Prior to the acquisition of former franchise service center stores, Valvoline licensed the right to operate franchised quick lube service centers, including use of the Company’s trademarks and trade name. In connection with these acquisitions, Valvoline reacquired those rights and recognized separate definite-lived reacquired franchise rights intangible assets, which are being amortized on a straight-line basis over the weighted average remaining term of approximately 8 years. The effective settlement of these arrangements resulted in no settlement gain or loss as the contractual terms were at market.
(d)
Weighted average amortization period of 13 years.

The fair values above are preliminary for up to one year from the date of acquisition as they are subject to measurement period adjustments as new information is obtained about facts and circumstances that existed as of the acquisition date. The Company does not expect any material changes to the preliminary purchase price allocations summarized above for acquisitions completed during the last twelve months.

The incremental results of operations of the acquired stores, which were not material to the Company’s consolidated results, have been included in the consolidated financial statements from the date of each acquisition, and accordingly, pro forma disclosure of financial information has not been presented.

Below are further details on the significant acquisitions completed in each period presented in the consolidated financial statements herein.

Fiscal 2018 acquisitions

Henley Bluewater

On October 2, 2017, the Company acquired the business assets of 56 former franchise service center stores from Henley Bluewater LLC for $60 million. These stores build on the infrastructure and talent base of the existing Company-owned operations in northern Ohio and add Company-owned locations in Michigan. Of the $60 million, approximately $36 million was allocated to goodwill with the remainder primarily allocated to reacquired franchise rights intangible assets, which are being amortized on a straight-line basis over the weighted average remaining term of approximately seven years.

Great Canadian Oil Change

On July 13, 2018, Valvoline acquired the business assets of 73 franchise service center stores from Great Canadian Oil Change Ltd. for $53 million. This acquisition expands Valvoline’s Quick Lubes footprint outside of the United States and increases the Quick Lubes system to more than 1,200 company-owned and franchised locations in North America. Of the $53 million, approximately $16 million was allocated to goodwill with $27 million allocated to trade names, $9 million to customer relationships, and the remainder allocated to working capital. The finite-lived intangible assets are being amortized on a straight-line basis over 20 years and 15 years for trade names and customer relationships, respectively.

Fiscal 2017 acquisitions

Time-It Lube

On January 31, 2017, Valvoline acquired the business assets of 28 service center stores from Time-It Lube LLC and Time-It Lube of Texas, LP (collectively, “Time-It Lube”) for $49 million, of which approximately $45 million was allocated to goodwill, and the remainder was allocated to working capital, trade names and customer relationships. This acquisition expanded the presence of Quick Lubes into east Texas and marked its entry into Louisiana.
Fiscal 2016 acquisitions
Oil Can Henry’s
On February 1, 2016, the business assets of 42 franchise service center stores and 47 service center stores were acquired from OCH International, Inc. (“Oil Can Henry’s”) for $62 million. This acquisition complemented the existing Quick Lubes service center store base and expanded its profile within several northwest U.S. markets. Of the $62 million purchase price, $82 million was allocated to goodwill, $11 million to the assumption of debt, and the remainder was allocated to net working capital, property, plant and equipment, trade names, and other noncurrent assets and liabilities.
Remaining ownership interest in subsidiary

Valvoline historically owned a 70% controlling interest and consolidated the financial results of its subsidiary in Thailand. In December 2017, Valvoline purchased the remaining 30% interest for total consideration of approximately $16 million, making it a wholly-owned subsidiary of the Company. This interest was not material to the current or prior period financial statements for presentation and disclosure as a noncontrolling interest, which was eliminated as a result of this purchase through an adjustment to Paid-in capital and Retained deficit.

Dispositions

During fiscal 2018, Valvoline completed the liquidation of its Brazilian subsidiary within the International reportable segment and sold two service center stores to a franchisee within the Quick Lubes reportable segment. These transactions resulted in a net gain of $2 million, which was recognized in Equity and other income, net in the Consolidated Statements of Comprehensive Income during the year ended September 30, 2018.
v3.10.0.1
Equity Method Investments
12 Months Ended
Sep. 30, 2018
Equity Method Investments and Joint Ventures [Abstract]  
Equity Method Investments
EQUITY METHOD INVESTMENTS

Valvoline has a strategic relationship with Cummins, Inc. (“Cummins”), a leading supplier of engines and related component products, which includes co-branding products for heavy duty consumers and a 50% interest in joint ventures in India, China, and Argentina. Valvoline also has joint ventures with other partners in Latin America. Valvoline’s investments in these unconsolidated affiliates were $31 million and $30 million as of September 30, 2018 and 2017, respectively.

Valvoline’s stockholders’ deficit included $30 million and $28 million of undistributed earnings from affiliates accounted for under the equity method as of September 30, 2018 and 2017, respectively. Summarized financial information for Valvoline’s equity method investments follows as of and for the years ended September 30:

(In millions)
 
2018
 
2017
Financial position
 
 
 
 
Current assets
 
$
116

 
$
105

Current liabilities
 
(76
)
 
(69
)
Working capital
 
40

 
36

Noncurrent assets
 
23

 
25

Noncurrent liabilities
 
(1
)
 
(1
)
Stockholders’ equity
 
$
62

 
$
60



(In millions)
 
2018
 
2017
 
2016
Results of operations
 
 
 
 
 
 
Sales
 
$
313

 
$
289

 
$
255

Income from operations
 
$
62

 
$
53

 
$
46

Net income
 
$
27

 
$
25

 
$
23


The Company’s transactions with affiliate companies accounted for under the equity method were as follows for the years ended September 30:

(In millions)
 
2018
 
2017
 
2016
Equity income (a)
 
$
14

 
$
12

 
$
12

Distributions received
 
$
10

 
$
8

 
$
16

Royalty income (a)
 
$
8

 
$
7

 
$
4

Sales to
 
$
12

12

$
12


$
10

Purchases from
 
$
2

 
$

 
$

 
 
 
 
 
 
 
(a)
Equity and royalty income are recognized in Equity and other income, net in the Consolidated Statements of Comprehensive Income.

Valvoline has outstanding receivable balances with affiliates accounted for under the equity method of $6 million and $3 million as of September 30, 2018 and 2017, respectively, included in Accounts receivable, net within the Consolidated Balance Sheets.
v3.10.0.1
Accounts Receivable
12 Months Ended
Sep. 30, 2018
Receivables [Abstract]  
Accounts Receivable
ACCOUNTS RECEIVABLE

The following summarizes Valvoline’s accounts receivable in the Consolidated Balance Sheets as of September 30:
(In millions)
 
2018
 
2017
Trade
 
$
390

 
$
362

Other
 
26

 
28

Accounts receivable, gross
 
416

 
390

Allowance for doubtful accounts
 
(7
)
 
(5
)
Total accounts receivable, net
 
$
409

 
$
385



Valvoline is party to an agreement to sell certain trade accounts receivable in the form of drafts or bills of exchange to a financial institution. Each draft constitutes an order to pay Valvoline for obligations of the customer arising from the sale of goods. The intention of the arrangement is to decrease the time accounts receivable is outstanding and increase cash flows. During the year ended September 30, 2018, Valvoline sold $129 million of accounts receivable to the financial institution.
Prior to the Distribution, Ashland was party to the agreement to sell certain Valvoline trade accounts receivable and remitted payment to Valvoline upon sale. During fiscal 2017 and prior to the Distribution, $40 million of Valvoline accounts receivable were sold to the financial institution and proceeds were remitted to Valvoline. Once Valvoline became party to the arrangement following the Distribution and through the remainder of the year ended September 30, 2017, $50 million of accounts receivable were sold to the financial institution, for a total of $90 million in fiscal 2017.
v3.10.0.1
Inventories
12 Months Ended
Sep. 30, 2018
Inventory Disclosure [Abstract]  
Inventories
INVENTORIES

Inventories are primarily carried at the lower of cost or net realizable value using the weighted average cost method. In addition, certain lubricants with a replacement cost of $89 million at September 30, 2018 and $83 million at September 30, 2017 are valued at the lower of cost or market using the LIFO method. 

The following summarizes Valvoline’s inventories in the Consolidated Balance Sheets as of September 30:

(In millions)
 
2018
 
2017
Finished products
 
$
189

 
$
180

Raw materials, supplies and work in process
 
30

 
31

Reserve for LIFO cost valuation
 
(40
)
 
(33
)
Excess and obsolete inventory reserves
 
(3
)
 
(3
)
Total inventories, net
 
$
176

 
$
175

v3.10.0.1
Property, Plant and Equipment
12 Months Ended
Sep. 30, 2018
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment
PROPERTY, PLANT AND EQUIPMENT

The following table summarizes the various components of property, plant and equipment within the Consolidated Balance Sheets as of September 30:

(In millions)
 
2018
 
2017
Land
 
$
51

 
$
51

Buildings (a)
 
292

 
286

Machinery and equipment
 
442

 
442

Construction in progress
 
62

 
44

Total property, plant and equipment
 
847

 
823

Accumulated depreciation (b)
 
(427
)
 
(432
)
Net property, plant and equipment
 
$
420

 
$
391

 
 
 
 
 
(a)
Includes $22 million and $28 million of assets under capitalized leases as of September 30, 2018 and September 30, 2017 respectively.
(b)
Includes $4 million and $4 million for assets under capitalized leases as of September 30, 2018 and September 30, 2017, respectively.

Non-cash accruals included in total property, plant and equipment totaled $13 million and $39 million for the years ended September 30, 2018 and 2017, respectively.

The following summarizes property, plant and equipment charges included within the Consolidated Statements of Comprehensive Income.

(In millions)
 
2018
 
2017
 
2016
Depreciation (includes capital leases)
 
$
49

 
$
42

 
$
38

v3.10.0.1
Goodwill and Other Intangibles
12 Months Ended
Sep. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangibles
GOODWILL AND OTHER INTANGIBLES

Goodwill
The following summarizes the changes in the carrying amount of goodwill for each reportable segment and in total during fiscal 2018 and 2017:

(In millions)
 
Core North America
 
Quick Lubes
 
International
 
Total
Balance at September 30, 2016
 
$
89

 
$
135

 
$
40

 
$
264

Acquisitions (a)
 

 
66

 

 
66

Balance at September 30, 2017
 
89

 
201

 
40

 
330

Acquisitions (b)
 

 
52

 

 
52

Dispositions (c)
 

 
(1
)
 

 
(1
)
Balance at September 30, 2018
 
$
89

 
$
252

 
$
40

 
$
381

 
 
 
 
 
 
 
 
 
(a)
Activity associated with the acquisition of Time-It Lube and 15 additional service center stores. Refer to Note 4 for details regarding the acquisitions.
(b)
Activity associated with the acquisitions of Great Canadian Oil Change, Henley Bluewater, seven additional service center stores, and adjustments related to prior year acquisitions. Refer to Note 4 for further details.
(c)
Activity associated with the derecognition of goodwill as a result of the sale and disposition of two quick lube service center stores. Refer to Note 4 for details regarding the disposition.

Other intangible assets

Valvoline’s purchased intangible assets were specifically identified when acquired, have finite lives, and are reported in Goodwill and intangibles, net on the Consolidated Balance Sheets. The following summarizes the gross carrying amounts and accumulated amortization of the Company’s intangible assets as of September 30:

(In millions)
 
2018
 
2017
 
Gross carrying amount
 
Accumulated amortization
 
Net carrying amount
 
Gross carrying amount
 
Accumulated amortization
 
Net carrying amount
Definite-lived intangible assets
 
 
 
 
 
 
 
 
 
 
 
 
Trademarks and trade names
 
$
29

 
$
(2
)
 
$
27

 
$
2

 
$
(1
)
 
$
1

Reacquired franchise rights
 
32

 
(4
)
 
28

 

 

 

Customer relationships
 
14

 
(3
)
 
11

 
5

 
(2
)
 
3

Other intangible assets
 
1

 

 
1

 
1

 

 
1

Total definite-lived intangible assets
 
$
76

 
$
(9
)
 
$
67

 
$
8

 
$
(3
)
 
$
5



The table that follows summarizes amortization expense (actual and estimated) for intangible assets, assuming no additional amortizable intangible assets, for the years ended September 30:

 
 
Actual
 
Estimated
(In millions)
 
2018
 
2019
 
2020
 
2021
 
2022
 
2023
Amortization expense
 
$
6

 
$
7

 
$
7

 
$
7

 
$
6

 
$
6

v3.10.0.1
Debt
12 Months Ended
Sep. 30, 2018
Debt Disclosure [Abstract]  
Debt
DEBT

The following table summarizes Valvoline’s short-term borrowings and long-term debt as of September 30:
(In millions)
 
2018
 
2017
2025 Notes
 
$
400

 
$
400

2024 Notes
 
375

 
$
375

Term Loans
 
270

 
285

Revolver
 
147

 

Trade Receivables Facility
 
140

 
75

Other (a)
 
(10
)
 
(11
)
Total debt
 
$
1,322

 
$
1,124

Short-term debt
 

 
75

Current portion of long-term debt
 
30

 
15

Long-term debt
 
$
1,292

 
$
1,034

 
 
 
 
 
(a)
As of September 30, 2018, other includes $11 million of debt issuance costs and discounts and $1 million of debt primarily acquired through acquisitions. As of September 30, 2017, other included $13 million of debt issuance costs and discounts and $2 million of debt acquired through acquisitions.
Senior Notes
During August 2017, Valvoline completed the issuance of 4.375% senior unsecured notes due 2025 with an aggregate principal amount of $400 million. The net proceeds from the offering of the 2025 Notes were $394 million (after deducting initial purchasers’ discounts and debt issuance costs), which were used to make a voluntary contribution to the Company’s qualified U.S. pension plan.
During July 2016, Valvoline completed the issuance of 5.500% senior unsecured notes due 2024 with an aggregate principal amount of $375 million. The net proceeds from the offering of the 2024 Notes were $370 million (after deducting initial purchasers’ discounts and debt issuance costs), which were transferred to Valvoline’s former parent, Ashland.

The Senior Notes are subject to customary events of default for similar debt securities, which if triggered may accelerate the payment of principal, premium, if any, and accrued but unpaid interest on the notes. Such events of default include non-payment of principal and interest, non-performance of covenants and obligations, default on other material debt, and bankruptcy or insolvency. If a change of control repurchase event occurs, Valvoline, may be required to offer to purchase the Senior Notes from the holders thereof. The Senior Notes are not otherwise required to be repaid prior to maturity, although they may be redeemed at the option of Valvoline at any time prior to their maturity in the manner specified in the governing indentures. The Senior Notes are guaranteed by each of Valvoline’s subsidiaries that guarantee obligations under the existing senior credit facility described below.

Valvoline completed registered exchange offers for the Senior Notes in December 2017, for which no additional proceeds were received.

Senior Credit Agreement

The 2016 Senior Credit Agreement provides for an aggregate principal amount of $1,325 million in senior secured credit facilities (“2016 Credit Facilities”), comprised of (i) a five-year $875 million term loan facility (“Term Loans”), and (ii) a five-year $450 million revolving credit facility (including a $100 million letter of credit sublimit) (“Revolver”). As of September 30, 2018 and 2017, the Term Loans had outstanding principal balances of $270 million and $285 million, respectively. As of September 30, 2018, there was $147 million outstanding under the Revolver, and there was no amount outstanding as of September 30, 2017. During the year ended September 30, 2018, Valvoline borrowed $204 million and made payments of $57 million on the Revolver. As of September 30, 2018, the total borrowing capacity remaining under the Revolver was $293 million due to a reduction of $10 million for letters of credit outstanding.

The outstanding principal balance of the Term Loans is required to be repaid in quarterly installments of approximately $8 million for each of fiscal 2019 and 2020, $15 million for fiscal 2021, with the balance due at maturity. At Valvoline’s option, amounts outstanding under the 2016 Senior Credit Agreement bear interest at either LIBOR or an alternate base rate, in each case plus the applicable interest rate margin. The interest rate fluctuates between LIBOR plus 1.500% per annum and LIBOR plus 2.500% per annum (or between the alternate base rate plus 0.500% per annum and the alternate base rate plus 1.500% annum), based upon Valvoline’s corporate credit ratings or the consolidated first lien net leverage ratio (as defined in the 2016 Senior Credit Agreement).

The 2016 Credit Facilities are guaranteed by Valvoline’s existing and future subsidiaries (other than certain immaterial subsidiaries, joint ventures, special purpose financing subsidiaries, regulated subsidiaries, non-U.S. subsidiaries and certain other subsidiaries), and are secured by a first-priority security interest in substantially all the personal property assets and certain real property assets of Valvoline and the guarantors, including all or a portion of the equity interests of certain of Valvoline’s domestic subsidiaries and first-tier non-U.S. subsidiaries. The 2016 Credit Facilities may be prepaid at any time without premium.

The 2016 Senior Credit Agreement contains usual and customary representations and warranties and usual and customary affirmative and negative covenants, including limitations on liens, additional indebtedness, investments, restricted payments, asset sales, mergers, affiliate transactions and other customary limitations, as well as financial covenants (including maintenance of a maximum consolidated net leverage ratio and a minimum consolidated interest coverage ratio). As of the end of any fiscal quarter, the maximum consolidated net leverage ratio and minimum consolidated interest coverage ratio permitted under the 2016 Senior Credit Agreement are 4.5 and 3.0, respectively. As of September 30, 2018, Valvoline was in compliance with all covenants under the 2016 Senior Credit Agreement.

Trade Receivables Facility

On November 29 2016, Valvoline entered into a $125 million, one-year revolving trade receivables securitization facility (“Trade Receivables Facility”) with certain financial institutions. On November 20, 2017, the Company amended the Trade Receivables Facility to extend the maturity date to November 19, 2020 and increase the maximum funding under the facility to $175 million based on the availability of eligible receivables and other customary factors and conditions.

Under the Trade Receivables Facility, Valvoline sells and/or transfers a majority of its U.S. trade receivables to a wholly-owned, bankruptcy-remote subsidiary as they are originated, and advances by the lenders to that subsidiary (in the form of cash or letters of credit) are secured by those trade receivables. The assets of this financing subsidiary are restricted as collateral for the payment of its obligations under the Trade Receivables Facility, and its assets and credit are not available to satisfy the debts and obligations owed to the creditors of the Company. The Company includes the assets, liabilities and results of operations of this financing subsidiary in its consolidated financial statements.

During the first fiscal quarter of 2017, Valvoline borrowed $75 million under the Trade Receivables Facility and used the net proceeds to repay an equal amount of the Term Loans. During the year ended September 30, 2018, Valvoline made payments of $36 million and borrowed $101 million under the Trade Receivables Facility, using the proceeds to supplement the Company’s daily cash needs.

The Company accounts for the Trade Receivables Facility as secured borrowings. Based upon the maturity dates in place in each respective period, as of September 30, 2018, the $140 million balance outstanding was classified as Long-term debt and the $75 million balance at September 30, 2017 was classified as Short-term debt in the Consolidated Balance Sheets. Based on the availability of eligible receivables, the total borrowing capacity remaining under the Trade Receivables Facility as of September 30, 2018 was approximately $35 million. The financing subsidiary owned $275 million and $247 million of outstanding accounts receivable as of September 30, 2018 and 2017, respectively, and these amounts are included in Accounts receivable, net in the Company’s Consolidated Balance Sheets.

The financing subsidiary pays customary fees to the lenders, and advances by a lender under the Trade Receivables Facility accrue interest for which the weighted average interest rates were 2.8% and 1.8% for the years ended September 30, 2018 and 2017, respectively. The Trade Receivables Facility contains various customary affirmative and negative covenants and default and termination provisions, which provide for acceleration of amounts owed under the Trade Receivables Facility in circumstances including, but not limited to, the failure to pay interest or other amounts when due, defaults on certain other indebtedness, certain insolvency events, and breach of representation.

Long-term debt maturities

The future maturities of debt outstanding as of September 30, 2018, excluding debt issuance costs and discounts, are as follows:
(In millions)
 
 
Years ending September 30
  
 
2019
  
$
30

2020
  
30

2021
  
497

2022
  

2023
  

Thereafter
  
776

Total
  
$
1,333

v3.10.0.1
Lease Commitments
12 Months Ended
Sep. 30, 2018
Leases [Abstract]  
Lease Commitments
LEASE COMMITMENTS

Valvoline conducts certain of its sales, support, manufacturing and distribution operations using leased facilities, and also operates certain equipment and vehicles under leases, the initial lease terms of which vary in length. Many of the leases contain renewal options and escalation clauses that are not material to the consolidated financial statements. Capitalized and financing lease obligations are primarily included in Other noncurrent liabilities with related assets in Property, plant and equipment, net within the Consolidated Balance Sheets. Future minimum lease payments for noncancelable operating and capital leases and financing obligations as of September 30, 2018 for the following fiscal years ended September 30 are:

(In millions)
 
Operating leases (a)
 
Capital leases and financing obligations
2019
 
$
28

 
$
6

2020
 
23

 
6

2021
 
21

 
6

2022
 
18

 
6

2023
 
16

 
6

Thereafter
 
64

 
50

Total future minimum lease payments
 
$
170

 
80

Imputed interest
 
 
 
(33
)
Present value of minimum lease payments
 
 
 
$
47

 
 
 
 
 
(a) Minimum payments have not been reduced by minimum sublease rental income of approximately $4 million due under future noncancelable subleases.

The composition of net rent expense for all operating leases, including leases of property and equipment, was as follows for the years ended September 30:

(In millions)
 
2018
 
2017
 
2016
Minimum rentals
 
$
25

 
$
18

 
$
15

Contingent rentals
 
2

 
2

 
2

Sublease rental income
 
(2
)
 
(1
)
 
(1
)
Net rent expense
 
$
25

 
$
19

 
$
16

v3.10.0.1
Income Taxes
12 Months Ended
Sep. 30, 2018
Income Tax Disclosure [Abstract]  
Income Taxes
INCOME TAXES

The following table presents pre-tax income and the principal components of the reconciliation between the effective tax rate and the U.S. federal statutory income tax rate in effect for the years ended September 30:
(In millions)
 
2018
 
2017
 
2016
Income before income taxes
 
 
 
 
 
 
United States
 
$
282

 
$
433

 
$
382

Non-U.S.
 
50

 
57

 
39

Total income before income taxes
 
$
332

 
$
490

 
$
421

 
 
 
 
 
 
 
U.S. statutory tax rate
 
24.5
%
 
35.0
%
 
35.0
%
Income taxes computed at U.S. statutory tax rate
 
$
81

 
$
171

 
$
147

Increase (decrease) in amount computed resulting from:
 
 
 
 
 
 
Unrecognized tax benefits
 

 
2

 
3

State taxes, net of federal benefit
 
14

 
17

 
16

International rate differential
 

 
(7
)
 
(5
)
Permanent items
 
(3
)
 
(8
)
 
(11
)
Remeasurement of net deferred taxes
 
73

 

 

Deemed repatriation
 
4

 

 

Tax Matters Agreement activity
 
(2
)
 
10

 

Other
 
(1
)
 
1

 
(2
)
Income tax expense
 
$
166

 
$
186

 
$
148

Effective tax rate
 
50.0
%
 
38.0
%
 
35.2
%

Tax reform legislation

On December 22, 2017, the President of the United States signed into law tax reform legislation (the “Act”), which generally became effective January 1, 2018. The Act includes a number of provisions, including lowering the federal corporate income tax rate from a maximum of 35% to 21% and changing or limiting certain tax deductions. While the Company expects this rate reduction will ultimately benefit Valvoline, the Act also includes provisions that are expected to offset some of the benefit of the rate reduction, including the repeal of the deduction for domestic production activities and the expansion of the limitation on the deduction of certain executive compensation. In addition, the Act alters the landscape of taxation of non-U.S. operations and provides immediate deductions for certain new investments, among other provisions.

Based on the effective date of the rate reduction in the Act, the Company’s federal corporate statutory income tax rate was a blended rate of 24.5% for fiscal 2018, declining to 21% for fiscal 2019 and beyond.

During the year ended September 30, 2018, enactment of the Act resulted in the following provisional impacts:

The remeasurement of net deferred tax assets resulted in a net $67 million increase in income tax expense primarily related to the lower enacted corporate tax rate;
Income tax expense increased by $4 million related to the deemed repatriation tax on undistributed non-U.S. earnings and profits and $2 million for withholding taxes due to the Company’s change in indefinite reinvestment assertion regarding its undistributed earnings; and
The remeasurement of net indemnity liabilities associated with the Tax Matters Agreement increased pre-tax expense by $7 million and generated a $3 million tax benefit primarily related to the reduced federal benefit of state tax deductions, which drove increases in the higher expected utilization of tax attributes payable to Ashland.

The estimated impacts of the Act recorded during the year ended September 30, 2018 are provisional, and management will continue to assess the impact and record adjustments through the income tax provision up to one year from the enactment date as amounts are known and reasonably estimable. Accordingly, the impact of the Act may differ from the Company’s provisional estimates due to and among other factors, information currently not available, changes in interpretations and the issuance of additional guidance, as well as changes in assumptions the Company has currently made, including actions the Company may take in future periods as a result of the Act.

The Company also reclassified $8 million from accumulated other comprehensive income to retained deficit related to the stranded tax effects resulting from the change in the federal corporate tax rate during fiscal 2018 as further detailed in Notes 2 and 17.

Many states have enacted state specific tax reform and legislation in response to the Act. In general, these impacts are not material to the Company’s financial statements. Valvoline is incorporated in Kentucky, which enacted income tax reform on April 13, 2018. The provisions of Kentucky tax reform generally become effective in fiscal 2019 and include a number of provisions, notably lowering the corporate income tax rate from a maximum of 6% to 5%. While the Company expects these changes will ultimately benefit Valvoline, during the year ended September 30, 2018, the enactment of Kentucky tax reform resulted in the following impacts:

The remeasurement of net deferred tax assets at the lower enacted Kentucky corporate tax rate resulted in a net $4 million increase in income tax expense; and
The remeasurement of the net indemnity liabilities associated with the Tax Matters Agreement increased pre-tax income by $4 million and generated $4 million of income tax expense primarily related to the lower expected utilization of tax attributes payable to Ashland.

The Company will continue to monitor enacted state legislation and make relevant updates to estimates when warranted.

Components of income tax expense

Income tax expense consisted of the following for the years ended September 30:
(In millions)
 
2018
 
2017
 
2016
Current
 
 
 
 
 
 
Federal (a)
 
$
(2
)
 
$
47

 
$
99

State
 
6

 
8

 
24

Non-U.S.
 
17

 
14

 
12

 
 
21

 
69

 
135

Deferred
 
 
 
 
 
 
Federal
 
136

 
106

 
14

State
 
9

 
12

 
2

Non-U.S.
 

 
(1
)
 
(3
)
 
 
145

 
117

 
13

Income tax expense
 
$
166

 
$
186

 
$
148

 
 
 
 
 
 
 
(a)
Benefit from favorable settlement with tax authorities in fiscal 2018.

Deferred income taxes are provided for income and expense items recognized in different years for tax and financial reporting purposes.




Deferred taxes

A summary of the deferred tax assets and liabilities included in the Consolidated Balance Sheets follows as of September 30:
(In millions)
 
2018
 
2017
Deferred tax assets
 
 
 
 
Federal net operating loss carryforwards
 
$

 
$
96

Non-U.S. net operating loss carryforwards (a)
 
2

 
1

State net operating loss carryforwards (b)
 
19

 
28

Employee benefit obligations
 
86

 
132

Compensation accruals
 
21

 
29

Credit carryforwards (c)
 
36

 
13

Other
 
9

 
13

Valuation allowances (d)
 
(7
)
 
(8
)
Net deferred tax assets
 
166

 
304

Deferred tax liabilities
 
 
 
 
Goodwill and other intangibles
 
3

 
3

Property, plant and equipment
 
23

 
17

Undistributed earnings
 
2

 
3

Total deferred tax liabilities
 
28

 
23

Total net deferred tax assets
 
$
138

 
$
281

 
 
 
 
 
(a)
Gross non-U.S. net operating loss carryforwards of $7 million expire in fiscal years 2020 to 2033, with $5 million that has no expiration.
(b)
Apportioned gross net operating loss carryforwards of $481 million expire in fiscal years 2019 through 2037.
(c)
Credit carryforwards consist primarily of non-U.S. tax credits that generally expire in the fiscal years 2025 through 2037.
(d)
Valuation allowances primarily relate to certain state and non-U.S. net operating loss carryforwards and certain other deferred tax assets that are not expected to be realized or realizable.

As a result of the Act and Kentucky tax reform, the Company revalued its net deferred tax assets, which resulted in a reduction in the value of approximately $71 million primarily related to the reduction in the federal and Kentucky corporate income tax rates that was recorded as additional deferred income tax expense in the Company’s Consolidated Statements of Comprehensive Income for the year ended September 30, 2018 as noted above.

Undistributed earnings

The Act implements a new territorial tax system that imposes a one-time transition tax, or deemed repatriation, on undistributed earnings of certain non-U.S. subsidiaries that is based in part on the amount of these earnings held in cash and other specified assets. The mandatory deemed repatriation resulted in a $23 million gross liability, but allows for the realization of $19 million of previously unrecognized foreign tax credits related to taxes previously paid in relevant local jurisdictions. The net result was $4 million of income tax expense which was recognized during the year ended September 30, 2018.

Prior to the Act, the Company had not provided for U.S. income taxes on undistributed earnings and other outside basis differences of its non-U.S. subsidiaries as it was the Company’s intention for these tax basis differences to remain indefinitely reinvested based on access to sufficient liquidity within the United States, as well as plans for use and investment outside of the United States. As these tax basis differences were subject to the deemed repatriation tax, the Company reevaluated its assertion and no longer intends to indefinitely reinvest the Company’s non-U.S. current and undistributed earnings. As a result, Valvoline recorded $2 million for estimated incremental withholding taxes during fiscal 2018 and began to account for certain of its non-U.S. subsidiaries as being immediately subject to tax, while certain other outside basis differences restricted by regulations, operational or investing needs for non-U.S. subsidiaries remain indefinitely reinvested. If these earnings were to be repatriated in the future, the Company may be subject to additional income and withholding taxes, which are not practicable to estimate.

Tax Matters Agreement

The Tax Matters Agreement was entered into on September 22, 2016 between Ashland and Valvoline (the “Tax Matters Agreement”) and generally provides that Valvoline is required to indemnify Ashland for the following items:

Taxes of Valvoline for all taxable periods that begin on or after the day after the date of the Distribution;
Taxes of Valvoline for the period between the IPO and Distribution that are not attributable to Ashland Group Returns (as defined below);
Taxes for the pre-IPO period that arise on audit or examination and are directly attributable to the Valvoline business;
Certain U.S. federal, state or local taxes for the pre-IPO period of Ashland and/or its subsidiaries for that period that arise on audit or examination and are directly attributable to neither the Valvoline business nor the Ashland chemicals business;
Certain tax attributes inherited from Ashland as the result of the Contribution from Ashland; and
Transaction Taxes (as defined below) that are allocated to Valvoline under the Tax Matters Agreement.

For taxable periods that begin on or after the day after the date of Distribution, Valvoline has not been included in Ashland’s consolidated U.S. and state income tax returns, nor in income tax returns of certain Ashland international subsidiaries (collectively, the “Ashland Group Returns”). Following the Distribution, Valvoline files tax returns that include only Valvoline and/or its subsidiaries, as appropriate, and accordingly, Valvoline is not required to make tax sharing payments to Ashland for these taxable periods. Valvoline has joint and several liability with Ashland to the U.S. Internal Revenue Service (“IRS”) for the consolidated U.S. federal income taxes of the Ashland consolidated group for the taxable periods in which Valvoline was part of the Ashland Group Returns. Valvoline will have joint control with Ashland, over any audit or examination related to taxes for which Valvoline is required to indemnify Ashland.

For the periods prior to the Distribution, Valvoline was included in the Ashland Group Returns. Under the Tax Matters Agreement, Ashland generally made all necessary tax payments to the relevant tax authorities with respect to Ashland Group Returns, and Valvoline made tax sharing payments to Ashland, inclusive of tax attributes utilized. The amount of the tax sharing payments were generally determined as if Valvoline and each of its relevant subsidiaries included in the Ashland Group Returns filed their own consolidated, combined or separate tax returns for the period from the IPO to the Distribution that include only Valvoline and/or its relevant subsidiaries, as the case may be. During fiscal 2017, Valvoline made $48 million in net tax-sharing payments to Ashland for the period prior to the Distribution.

During fiscal 2018, Valvoline recognized $8 million of pre-tax expense in Legacy and separation-related expenses, net within the Consolidated Statements of Comprehensive Income for the estimated adjustments in net amounts due to Ashland primarily as a result of Ashland’s lower than expected utilization of Valvoline tax attributes in Ashland Group Returns, tax reform legislation that reduced statutory rates, as well as the settlement of fiscal 2012 and 2013 federal examinations that resulted in increases in Valvoline’s expected utilization of tax attributes. Valvoline recognized an income tax benefit of $5 million during fiscal 2018 related to these changes. In fiscal 2017, Valvoline recognized a $16 million pre-tax benefit in Legacy and separation-related expenses, net for a reduction in amounts due to Ashland under the Tax Matters Agreement as a result of Ashland’s estimated utilization of Valvoline tax attributes in the Ashland Group Returns. This pre-tax benefit was offset by income tax expense of $16 million.

Total liabilities related to obligations owed to Ashland under the Tax Matters Agreement are primarily recorded in Other noncurrent liabilities in the Consolidated Balance Sheets and were $66 million and $62 million as of September 30, 2018 and 2017, respectively.
The Tax Matters Agreement also provides that Valvoline indemnify Ashland for any taxes (and reasonable expenses) resulting from the failure of the Distribution to qualify for non-recognition of gain and loss or certain reorganization transactions related to the Contribution or the Distribution to qualify for their intended tax treatment (“Transaction Taxes”), where the taxes result from (1) breaches of covenants (including covenants containing the restrictions described below that are designed to preserve the tax-free nature of the Distribution), (2) the application of certain provisions of U.S. federal income tax law to the Distribution with respect to acquisitions of Valvoline’s common stock, or (3) any other actions that Valvoline knows or reasonably should expect would give rise to such taxes. The Tax Matters Agreement also requires Valvoline to indemnify Ashland for a portion of certain other Transaction Taxes allocated to Valvoline based on Valvoline’s market capitalization relative to the market capitalization of Ashland.

The Tax Matters Agreement imposes certain restrictions on Valvoline and its subsidiaries (including restrictions on share issuances or repurchases, business combinations, sales of assets and similar transactions) that are designed to preserve the tax-free nature of the Distribution. These restrictions apply for the two-year period following the Distribution. Valvoline may be able to engage in an otherwise restricted action if Valvoline obtains an appropriate opinion from counsel or ruling from the IRS.

Unrecognized tax benefits

The aggregate changes in the balance of gross unrecognized tax benefits were as follows for the years ended September 30:

(In millions)
 
2018
 
2017
 
2016
Gross unrecognized tax benefits as of October 1
 
$
10

 
$
8

 
$
5

Increases related to tax positions from prior years
 
2

 

 
2

Increases related to tax positions taken during the current year
 
1

 
2

 
1

Settlements with tax authorities
 
(2
)
 

 

Lapses of statutes of limitation
 
(1
)
 

 

Gross unrecognized tax benefits as of September 30 (a)
 
$
10

 
$
10

 
$
8

 
 
 
 
 
 
 
(a)
As of September 30, 2018 and 2017, the Company had accruals of $1 million for interest and penalties related to unrecognized tax benefits.

Unrecognized tax benefits of $10 million as of September 30, 2018 and 2017 would favorably impact the effective income tax rate if recognized. 
Together with Ashland, the Company resolved IRS examinations in fiscal 2018 for the 2012 and 2013 tax years, and accordingly, U.S. federal tax years remain open from fiscal 2014 forward. With certain exceptions, years beginning on or after fiscal 2006 remain open to examination by certain U.S. state and non-U.S. taxing authorities.

Because Valvoline is routinely under examination by various taxing authorities, it is reasonably possible that the amount of unrecognized tax benefits will change during the next twelve months. An estimate of the amount or range of such change cannot be made at this time. However, the Company does not expect the change, if any, to have a material effect on the Company’s consolidated financial statements within the next twelve months. Given the indemnification of Ashland and the years remaining open to examination, the majority of the Company’s liability for unrecognized tax benefits as of September 30, 2018 and 2017 is included in the Tax Matters Agreement obligation to Ashland summarized above within Other noncurrent liabilities in the Consolidated Balance Sheets.
v3.10.0.1
Employee Benefit Plans
12 Months Ended
Sep. 30, 2018
Retirement Benefits [Abstract]  
Employee Benefit Plans
EMPLOYEE BENEFIT PLANS

Pension and other postretirement plans

The majority of U.S. pension plans have been closed to new participants since January 1, 2011 and effective September 30, 2016, the accrual of pension benefits for participants were frozen. In addition, most international pension plans are closed to new participants while those that remain open relate to areas where local laws require plans to operate within the applicable country.

Valvoline also sponsors healthcare and life insurance plans for certain qualifying retired or disabled employees. These other postretirement benefit plans were amended to reduce retiree life and medical benefits effective October 1, 2016 and January 1, 2017, respectively. These plans have limited the annual per capita costs to an amount equivalent to base year per capita costs, plus annual increases of up to 1.5% per year for costs incurred. As a result, health care cost trend rates do not have a significant impact on the Company’s future obligations for these plans. The assumed pre-65 health care cost trend rate as of September 30, 2018 was 7.5% and continues to be reduced to 4.5% in 2037 and thereafter.

Components of net periodic benefit income

The following table summarizes the components of pension and other postretirement plans net periodic benefit income and the assumptions used in this determination for the years ended September 30:
(In millions)
 
Pension benefits
 
Other postretirement benefits
 
2018
 
2017
 
2016
 
2018
 
2017
 
2016
Net periodic benefit income
 
 
 
 
 
 
 
 
 
 
 
 
Service cost
 
$
2

 
$
2

 
$
3

 
$

 
$

 
$

Interest cost
 
75

 
86

 
11

 
2

 
1

 

Expected return on plan assets
 
(103
)
 
(145
)
 
(17
)
 

 

 

Amortization of prior service credit (a)
 

 

 

 
(12
)
 
(12
)
 
(1
)
Actuarial loss (gain)
 
38

 
(63
)
 
(42
)
 

 
(5
)
 

Pre-separation allocation from Ashland (b)
 

 

 
21

 

 

 

Net periodic benefit costs (income)
 
$
12

 
$
(120
)
 
$
(24
)
 
$
(10
)
 
$
(16
)
 
$
(1
)
Weighted-average plan assumptions (c)
 
 
 
 
 
 
 
 
 
 
 
 
Discount rate for service cost (d)
 
2.94
%
 
2.15
%
 
4.10
%
 
4.05
%
 
2.95
%
 
4.25
%
Discount rate for interest cost (d)
 
3.23
%
 
2.84
%
 
3.23
%
 
3.11
%
 
2.64
%
 
2.92
%
Rate of compensation increase
 
3.05
%
 
2.99
%
 
3.23
%
 

 

 

Expected long-term rate of return on plan assets
 
5.17
%
 
6.56
%
 
6.77
%
 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
Other postretirement plan amendments noted above resulted in negative plan amendments that are amortized within this caption during all periods presented.
(b)
The pre-Contribution allocation from Ashland in fiscal 2016 until the transfer of plans to Valvoline at September 1, 2016 consist of service cost of $7 million, non-service income of $10 million, and actuarial losses of $24 million.
(c)
The plan assumptions are a blended weighted-average rate for Valvoline’s U.S. and non-U.S. plans. The 2016 assumptions reflect a combination of a full year of Valvoline stand-alone plans and one month for the plans transferred to Valvoline on September 1, 2016. The U.S. pension plans represented approximately 97% of the total pension projected benefit obligation as of September 30, 2018. Other postretirement benefit plans consist of U.S. and Canada, with the U.S. plan representing approximately 75% of the total other postretirement projected benefit obligation as of September 30, 2018. Non-U.S. plans use assumptions generally consistent with those of U.S. plans.    
(d)
Weighted-average discount rates reflect the adoption of the full yield curve approach in fiscal 2016.                    

The following table summarizes the amortization of prior service credit recognized in accumulated other comprehensive loss:

 
 
Pension benefits
 
Other postretirement benefits
(In millions)
 
2018
 
2017
 
2018
 
2017
Amortization of prior service credit recognized in accumulated other comprehensive income
 
$

 
$

 
$
12

 
$
12

Net periodic benefit costs (income)
 
12

 
(120
)
 
(10
)
 
(16
)
Total amount recognized in net periodic benefit cost (income) and accumulated other comprehensive income
 
$
12

 
$
(120
)
 
$
2

 
$
(4
)


Obligations and funded status

The following table summarizes the changes in benefit obligations and the fair value of plan assets, as well as key assumptions used to determine the benefit obligations, and the amounts recognized in the Consolidated Balance Sheets as of September 30, 2018 and 2017 for the Company’s pension and other postretirement benefit plans:
(In millions)
 
Pension benefits
 
Other postretirement benefits
 
2018
 
2017
 
2018
 
2017
Change in benefit obligations
 
 
 
 
 
 
 
 
Benefit obligations as of October 1
 
$
2,381

 
$
3,138

 
$
57

 
$
73

Service cost
 
2

 
2

 

 

Interest cost
 
75

 
86

 
2

 
1

Participant contributions
 

 

 

 
3

Benefits paid
 
(146
)
 
(210
)
 
(7
)
 
(16
)
Actuarial gain
 
(95
)
 
(60
)
 

 
(5
)
Currency exchange rate changes
 
(3
)
 
4

 
(1
)
 
1

Transfers in
 
9

 
6

 

 

Settlements
 
(136
)
 
(585
)
 

 

Benefit obligations as of September 30
 
$
2,087

 
$
2,381

 
$
51

 
$
57

Change in plan assets
 
 
 
 
 
 
 
 
Fair value of plan assets as of October 1
 
$
2,081

 
$
2,307

 
$

 
$

Actual return on plan assets
 
(30
)
 
148

 

 

Employer contributions
 
16

 
412

 
7

 
13

Participant contributions
 

 

 

 
3

Benefits paid
 
(146
)
 
(210
)
 
(7
)
 
(16
)
Currency exchange rate changes
 
(3
)
 
3

 

 

Settlements
 
(136
)
 
(585
)
 

 

Transfers in
 
10

 
6

 

 

Fair value of plan assets as of September 30
 
$
1,792

 
$
2,081

 
$

 
$

 
 
 
 
 
 
 
 
 
Unfunded status of the plans as of September 30
 
$
295

 
$
300

 
$
51

 
$
57

 
 
 
 
 
 
 
 
 
Amounts recognized in the Consolidated Balance Sheets
 
 
 
 
 
 
Current benefit liabilities
 
$
10

 
$
11

 
$
6

 
$
8

Noncurrent benefit liabilities
 
285

 
289

 
45

 
49

Net amount recognized
 
$
295

 
$
300

 
$
51

 
$
57

 
 
 
 
 
 
 
 
 
Amounts recognized in accumulated other comprehensive income (loss)
 
 
 
 
Prior service cost (credit)
 
$
2

 
$
2

 
$
(56
)
 
$
(68
)
 
 
 
 
 
 
 
 
 
Weighted-average plan assumptions
 
 
 
 
 
 
 
 
Discount rate
 
4.28
%
 
3.76
%
 
4.08
%
 
3.48
%
Rate of compensation increase
 
3.10
%
 
3.13
%
 

 



Valvoline recognizes the change in the fair value of plan assets and net actuarial gains and losses annually in the fourth quarter of each fiscal year and whenever a plan is determined to qualify for a remeasurement. Such gains and losses are reported within Net pension and other postretirement plan income in the Consolidated Statements of Comprehensive Income and were a loss of $38 million and a gain of $68 million for the years ended September 30, 2018 and 2017, respectively.

The fiscal 2018 loss was primarily attributed to lower than expected return on plan assets, which was partially offset by the benefit obligation actuarial gain for increases in discount rates and reduced mortality improvements. The fiscal 2017 gain was primarily attributed to the higher than expected return on assets and the benefit obligation actuarial gain for increases in discount rates and reduced mortality improvements. The fiscal 2017 gain also included the effect of the other postretirement benefit plan amendment to reduce retiree medical benefits that resulted in a remeasurement gain of $8 million during the first fiscal quarter of 2017.
Pension settlement program
During 2018, Valvoline offered the option of receiving a lump sum payment to certain participants with vested qualified U.S. pension plan retirement benefits in lieu of receiving monthly annuity payments. Approximately 2,600 participants elected to receive the settlement, and lump sum payments were made from plan assets to these participants in September 2018 for approximately $134 million. The benefit obligation settled approximated payments to plan participants and did not generate a material settlement adjustment during fiscal 2018.
Pension annuity program
On August 29, 2017, Valvoline used pension assets to purchase a non-participating annuity contract from an insurer that will pay and administer future pension benefits for approximately 6,000 participants within the qualified U.S. pension plan. Valvoline transferred approximately $585 million of the outstanding pension benefit obligation in exchange for pension trust assets that approximated the liability.
The annuity purchase transaction did not generate a material settlement adjustment during fiscal 2017. The insurer unconditionally and irrevocably guaranteed the full payment of benefits to plan participants associated with the annuity purchase and benefit payments are in the same form that was in effect under the plan. The insurer also assumed all investment risk associated with the pension assets that were delivered as annuity contract premiums.
Accumulated benefit obligation
The accumulated benefit obligation for all pension plans was $2.1 billion as of September 30, 2018 and $2.4 billion as of September 30, 2017. Information for pension plans with a benefit obligation in excess of the fair value of plan assets follows for the Company’s plans as of September 30:

(In millions)
 
2018
 
2017
 
Benefit obligation
 
Plan assets
 
Benefit obligation
 
Plan assets
Plans with projected benefit obligation in excess of plan assets
 
$
2,045

 
$
1,749

 
$
2,381

 
$
2,081

Plans with accumulated benefit obligation in excess of plan assets
 
$
2,034

 
$
1,741

 
$
2,368

 
$
2,072



Plan assets

The following table summarizes the various investment categories that the pension plan assets are invested in and the applicable fair value hierarchy as described in Note 3 that the financial instruments are classified within these investment categories as of September 30, 2018:

 
 
Total fair value
 
Quoted prices in active markets for identical assets
 
Significant other observable inputs
 
Significant unobservable inputs
 
Assets measured at NAV
(In millions)
 
 
Level 1
 
Level 2
 
Level 3
 
Cash and cash equivalents
 
$
100

 
$
100

 
$

 
$

 
$

U.S. government securities and futures (a)
 
74

 
(3
)
 
77

 

 

Other government securities
 
92

 
1

 
91

 

 

Corporate debt instruments
 
1,056

 
661

 
395

 

 

Insurance contracts
 
4

 

 

 
4

 

Private equity and hedge funds
 
60

 

 

 

 
60

Common collective trusts
 
406

 

 

 

 
406

Total assets at fair value
 
$
1,792

 
$
759

 
$
563

 
$
4

 
$
466

 
 
 
 
 
 
 
 
 
 
 
(a)
Level 1 investments are in a liability position as of September 30, 2018 and represent exchange-traded futures contracts that are used to manage the interest rate risk in the plan asset portfolio.

The following table summarizes the various investment categories that the pension plan assets are invested in and the applicable fair value hierarchy that the financial instruments are classified within these investment categories as of September 30, 2017:

 
 
Total fair value
 
Quoted prices in active markets for identical assets
 
Significant other observable inputs
 
Significant unobservable inputs
 
Assets measured at NAV
(In millions)
 
 
Level 1
 
Level 2
 
Level 3
 
Cash and cash equivalents
 
$
13

 
$
13

 
$

 
$

 
$

U.S. government securities and futures
 
339

 
207

 
132

 

 

Other government securities
 
86

 

 
86

 

 

Corporate debt instruments
 
1,197

 
934

 
263

 

 

International equity
 
16

 

 
16

 

 

Private equity and hedge funds
 
414

 

 

 

 
414

Other investments
 
16

 

 

 
16

 

Total assets at fair value
 
$
2,081

 
$
1,154

 
$
497

 
$
16

 
$
414



Cash and cash equivalents

The carrying value of cash and cash equivalents approximates fair value.

Government securities

Government securities that trade in an active market are valued using quoted market prices, which are Level 1 inputs. Other government securities are valued based on Level 2 inputs, which include yields available on comparable securities of issuers with similar credit ratings. Treasury futures are used to manage interest rate risk and are valued at the closing price reported on the exchange market for exchange-traded futures, which is a Level 1 input.
 
Corporate debt instruments

Corporate debt instruments that trade in an active market are valued using quoted market prices, which are Level 1 inputs. Other corporate debt instruments are valued based on Level 2 inputs, which includes quoted market prices in inactive markets and observable market quotations for similar bonds.

Insurance contracts

Insurance contracts are arrangements with insurance companies that guarantee the payment of the pension entitlements and are valued based on Level 3 inputs, which are neither quoted prices nor observable inputs for pricing. Insurance contracts are valued at cash surrender value, which approximates fair value.

International equity

International equity includes investments in equity securities generally traded in inactive markets, which include Level 2 inputs.

Private equity and hedge funds

Private equity and hedge funds primarily represent alternative investments not traded on an active market which are valued at the NAV per share determined by the manager of the fund based on the fair value of the underlying net assets owned by the fund divided by the number of shares or units outstanding. 

Common collective trusts

Common collective trusts are comprised of a diversified portfolio of investments across various asset classes, including U.S. and international equities, fixed-income securities, commodities and currencies. The collective trust funds are valued using a NAV provided by the manager of each fund, which is based on the underlying net assets owned by the fund, divided by the number of shares outstanding. 

The following table provides a reconciliation of the beginning and ending balances for Level 3 plan assets:

(In millions)
 
Total Level 3 assets
Balance at September 30, 2016
 
$
23

Actual return on assets held at end of year
 
(7
)
Balance at September 30, 2017
 
$
16

Purchases
 
3

Sales
 
(8
)
Actual return on assets held at end of year
 
1

Actual return on assets sold during year
 
(8
)
Balance at September 30, 2018
 
$
4



Level 3 assets that were liquidated during fiscal 2018 and represented real estate investments that were valued using DCF and unobservable inputs, including future rentals, expenses and residual values from a market participant view of the highest and best use of the real estate.

The following table summarizes investments for which fair value is measured using the NAV per share practical expedient as of September 30, 2018:

(In millions)
Fair value
 
Unfunded commitments
 
Redemption frequency (if currently eligible)
 
Redemption notice period
Long/short hedge funds
$
38

 
$

 
None (a)
 
None (a)
Relative value hedge funds
11

 

 
None (b)
 
None (b)
Multi-strategy hedge funds
2

 

 
None (b)
 
None (b)
Event driven hedge funds
1

 

 
None (b)
 
None (b)
Common collective trusts
386

 

 
Daily
 
Up to 3 days
 
12

 
 
 
Monthly
 
5 days
 
8

 

 
N/A (c)
 
N/A (c)
Private equity
8

 
6

 
None (d)
 
None (d)
 
$
466

 
$
6

 
 
 
 
 
 
 
 
 
 
 
 
(a)
These hedge funds are in the process of liquidation and approximately 88% will be liquidated over the next year.
(b)
These hedge funds are in the process of liquidation and the timing of such is unknown.
(c)
These assets are held in Australia and are investments in funds that include a diversified portfolio across various asset classes. The time period for redemption of these assets is not determinable.
(d)
These private equity instruments are estimated to be liquidated over the next 1 to 5 years.

Investments and strategy

In developing an investment strategy for its defined benefit plans, Valvoline considered the following factors:  the nature of the plans’ liabilities, the allocation of liabilities between active, deferred and retired plan participants, the funded status of the plans, the applicable investment horizon, the respective size of the plans and historical and expected investment returns. Valvoline’s U.S. pension plan assets are managed by outside investment managers, which are monitored against investment return benchmarks and Valvoline’s established investment strategy. Investment managers are selected based on an analysis of, among other things, their investment process, historical investment results, frequency of management turnover, cost structure and assets under management. Assets are periodically reallocated between investment managers to maintain an appropriate asset mix and diversification of investments and to optimize returns.

The current target asset allocation for the U.S. plan is 75% fixed securities and 25% equity-based securities. Fixed income securities primarily include long duration high grade corporate debt obligations. Equity-based securities include both traditional equities as well as a mix of non-traditional assets such as hedge and commingled funds and private equity. Investment managers may employ a limited use of futures or other derivatives to manage risk within the portfolio through efficient exposure to markets.

Valvoline’s investment strategy and management practices relative to plan assets of non-U.S. plans generally are consistent with those for U.S. plans, except in those countries where the investment of plan assets is dictated by applicable regulations. The weighted-average asset allocations for Valvoline’s U.S. and non-U.S. plans by asset category follow as of September 30:

 
 
Target
 
2018
 
2017
Plan assets allocation
 
 
 
 
 
 
Equity securities
 
15-25%
 
23
%
 
20
%
Debt securities
 
65-85%
 
76
%
 
78
%
Other
 
0-20%
 
1
%
 
2
%
Total
 
 
 
100
%
 
100
%


The basis for determining the expected long-term rate of return is a combination of future return assumptions for the various asset classes in Valvoline’s investment portfolio based on active management, historical analysis of previous returns, market indices, and a projection of inflation, net of plan expenses.

Funding and benefit payments

Valvoline contributed $16 million and $412 million to its pension plans during fiscal 2018 and 2017, respectively. The 2017 contributions include $394 million of discretionary contributions made to the U.S. qualified pension plan funded by the proceeds received from the 2025 Notes described in Note 10. Valvoline does not plan to contribute to the U.S. qualified pension plan in fiscal 2019, but expects to contribute approximately $13 million to its U.S. non-qualified and non-U.S. pension plans.

The following benefit payments, which reflect future service expectations, are projected to be paid in each of the next five years and five years thereafter in aggregate:

(In millions)
 
Pension benefits
 
Other postretirement benefits
2019
 
$
142

 
$
6

2020
 
142

 
5

2021
 
143

 
4

2022
 
142

 
4

2023
 
141

 
3

Thereafter
 
695

 
15

Total
 
$
1,405

 
$
37



Other plans

Defined contribution and other defined benefit plans

Valvoline’s savings plan provides matching contributions subject to a maximum percentage. Expense associated with this plan was $14 million in both fiscal 2018 and 2017. In fiscal 2016, qualifying Valvoline employees were eligible to participate in Ashland’s savings plan, and Valvoline’s allocated expense was $11 million.

Valvoline also sponsors various other benefit plans, some of which are required by local laws within the certain countries. Total current and noncurrent liabilities associated with these plans were $1 million and $3 million, respectively, as of September 30, 2018, and $1 million and $4 million, respectively, as of September 30, 2017.

Multiemployer pension plans

Valvoline participates in two multiemployer pension plans that provide pension benefits to certain union-represented employees under the terms of collective bargaining agreements. Valvoline assumed responsibility for contributions to these plans in connection with the separation from Ashland. Contributions to these plans were not material for fiscal 2018, 2017 or 2016.

In April 2018, Valvoline received a demand for payment of a partial withdrawal liability assessment of approximately $30 million related to the sale of a business by Ashland in fiscal 2011 and the associated reduction in contributions and the number of employees covered by one of the multiemployer pension plans. The Company is vigorously contesting the assessment and the calculation method utilized in its determination and received information in October 2018 indicating the multiemployer plan may accept approximately $10 million to settle this liability. The Company is evaluating the potential settlement options and submitted a formal arbitration request on October 31, 2018. The Company’s current best estimate of cost associated with this assessment is not material to the consolidated financial statements as of and for the periods ended September 30, 2018.
v3.10.0.1
Litigation, Claims and Contingencies
12 Months Ended
Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]  
Litigation, Claims and Contingencies
LITIGATION, CLAIMS AND CONTINGENCIES

From time to time, Valvoline is party to lawsuits, claims and other legal proceedings that arise in the ordinary course of business. The Company establishes liabilities for the outcome of such matters where losses are determined to be probable and reasonably estimable. Where appropriate, the Company has recorded liabilities with respect to these matters, which were immaterial for the periods presented as reflected in the consolidated financial statements herein. There are certain claims and legal proceedings pending where loss is not determined to be probable or reasonably estimable, and therefore, accruals have not been made. In addition, Valvoline discloses matters for which management believes a material loss is at least reasonably possible.

In all instances, management has assessed each matter based on current information available and made a judgment concerning its potential outcome, giving due consideration to the amount and nature of the claim and the probability of success. As disclosed herein, the Company believes it has established adequate accruals for liabilities that are probable and reasonably estimable.

Although the ultimate resolution of these matters cannot be predicted with certainty and there can be no assurances that the actual amounts required to satisfy liabilities from these matters will not exceed the amounts reflected in the consolidated financial statements, based on information available at this time, it is the opinion of management that such pending claims or proceedings will not have a material adverse effect on its consolidated financial statements.
v3.10.0.1
Stock-Based Compensation Plans
12 Months Ended
Sep. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock-Based Compensation Plans
STOCK-BASED COMPENSATION PLANS

Valvoline has approved incentive plans that authorize 11 million shares to be issued, with approximately 7 million remaining available for issuance as of September 30, 2018. The Valvoline incentive plans authorize the grant of stock options, stock appreciation rights (“SARs”), restricted stock, performance shares and other nonvested stock awards. The Company’s principal stock incentive plan, the 2016 Valvoline Inc. Incentive Plan, uses a fungible share pool in which all awards other than stock options and SARs reduce the plan’s authorized shares on a 4.5-to-1 ratio. The Compensation Committee of the Board of Directors administers the Valvoline incentive plans and has the authority to determine the individuals to whom awards will be made, the amount of those awards and other terms and conditions of the awards.

Prior to the Distribution, share-based awards for key Valvoline employees and directors were principally settled in Ashland common stock and granted through participation in Ashland’s stock incentive plans. In periods preceding the Distribution, stock-based compensation expense was allocated to Valvoline based on the awards and terms previously granted.

In connection with the Distribution on May 12, 2017, outstanding Ashland share-based awards held by Valvoline employees and directors were converted to equivalent share-based awards of Valvoline based on an exchange ratio of Ashland’s fair market value prior to the Distribution in relation to Valvoline’s fair market value post-Distribution. This conversion modified the number of awards outstanding, as well as certain terms and conditions of the original grants relative to performance and market measures. The conversion was treated as a modification for accounting purposes, and accordingly, Valvoline estimated its pre- and post-modification fair value, which resulted in an increase in the incremental fair value of the awards that was not material and is being expensed ratably over the remaining vesting period for each award.

The following is a summary of stock-based compensation expense recognized by the Company during the years ended September 30:

(In millions)
 
2018
 
2017 (b)
Stock appreciation rights
 
$
2

 
$
3

Nonvested stock awards
 
9

 
5

Performance awards
 
1

 
2

Total stock-based compensation expense, pre-tax (a)
 
12

 
10

Tax benefit
 
(3
)
 
(4
)
Total stock-based compensation expense, net of tax
 
$
9

 
$
6

 
 
 
 
 

(a)
Includes approximately $1 million in each period presented related to certain awards that are cash-settled and liability-classified; therefore, fair value is remeasured at the end of each reporting period until settlement.
(b)
Stock-based compensation expense in fiscal 2017 includes $4 million that was allocated from Ashland prior to Distribution.

Stock Appreciation Rights

SARs were granted to certain Valvoline employees to provide award holders with the ability to profit from the appreciation in value of a set number of shares of common stock over a period of time by exercising their award and receiving the sum of the increase in shares. SARs were granted at a price equal to the fair market value of the stock on the date of grant and typically vest and become exercisable over a period of one to three years. Unexercised SARs lapse ten years after the grant date.

The following table summarizes the activity relative to SARs for the year ended September 30, 2018:
 
 
Number of shares
(in thousands)
 
Weighted average exercise price per share
 
Weighted average remaining term
(in years)
 
Aggregate intrinsic value (in millions)
SARs outstanding as of September 30, 2017
 
1,824

 
$
17.48

 
7.1 years
 
$
11

Granted
 
228

 
$
23.08

 
 
 
 
Exercised
 
(205
)
 
$
13.64

 
 
 
$
2

Forfeited
 
(49
)
 
$
20.50

 
 
 
 
SARs outstanding as of September 30, 2018
 
1,798

 
$
18.54

 
6.7 years
 
$
6

SARs exercisable as of September 30, 2018
 
1,207

 
$
17.14

 
5.8 years
 
$
5



As of September 30, 2018, there was $1 million of total unrecognized compensation cost related to SARs, which is expected to be recognized over a weighted average period of 1.7 years.

Stock-based compensation expense for SARs was computed using the Black-Scholes option-pricing model to estimate the grant date fair value of new or modified awards with the following key assumptions:
 
 
2018
 
2017
Weighted average grant date fair value per share
 
$
5.56

 
$
7.44

Assumptions (weighted average)
 
 
 
 
Risk-free interest rate (a)
 
2.2
%
 
1.7
%
Expected dividend yield
 
0.9
%
 
0.9
%
Expected volatility (b)
 
23.3
%
 
22.8
%
Expected term (in years) (c)
 
5.88

 
7.45

 
 
 
 
 
(a)
Based on the U.S. Treasury yield curve in effect at the time of grant or modification for the expected term of the award. The range of risk-free interest rates used for SARs converted at Distribution in fiscal 2017 was 1.1% to 1.9%.
(b)
Due to the lack of historical data for Valvoline, expected volatility is based on the average of peer companies’ historical daily equity volatilities with look-back periods commensurate with the expected term. The range of expected volatility used for SARs converted at Distribution in fiscal 2017 was 21.5% to 24.4%.
(c)
Due to the lack of historical data for Valvoline, the expected term is based on the mid-point between the vesting date and the end of the contractual term.

Nonvested stock awards

Nonvested stock awards in the form of Restricted Stock Awards (“RSAs”) and Restricted Stock Units (“RSUs”) were granted to certain Valvoline employees and directors. These awards were granted at a price equal to the fair market value of the underlying common stock on the grant date, generally vest over a one to three-year period, and are subject to forfeiture upon termination of service before the vesting period ends. These awards were primarily granted as RSUs that settle in shares upon vesting, while RSAs result in share issuance at grant, which entitle award holders to voting rights that are restricted until vesting. Dividends on nonvested stock awards granted are in the form of additional units or shares of nonvested stock awards, which are subject to vesting and forfeiture provisions.

The following table summarizes nonvested share activity for the year ended September 30, 2018:

 
 
Number of shares
(in thousands)
 
Weighted average grant date fair value per share
Unvested shares as of September 30, 2017
 
1,275

 
$
22.71

Granted
 
359

 
$
23.17

Vested
 
(254
)
 
$
22.73

Forfeited
 
(102
)
 
$
22.66

Unvested shares as of September 30, 2018
 
1,278

 
$
23.07



The total grant date fair value of shares vested was $6 million and less than $1 million for the years ended September 30, 2018 and 2017, respectively. The weighted average grant date fair value per share for new and modified nonvested stock awards in fiscal 2017 was $22.82. As of September 30, 2018, there was $9 million of total unrecognized compensation costs related to nonvested stock awards, which is expected to be recognized over a weighted average period of 2.6 years. The aggregate intrinsic value of nonvested stock awards as of September 30, 2018 is $27 million.

Performance awards
Performance shares/units were awarded to certain key Valvoline employees that are tied to overall financial performance relative to the financial performance of selected industry peer groups and/or internal targets. Awards are granted annually, with each award typically covering a three-year performance and vesting period. Each performance share/unit is convertible to one share of common stock, and the actual number of shares issuable upon vesting is determined based upon actual performance compared to market and financial performance targets. Nonvested performance shares/units generally do not entitle employees to vote or to receive any dividends thereon.

The following table summarizes performance award activity for the year ended September 30, 2018:
 
 
Number of shares
(in thousands)
 
Weighted average grant date fair value per share
Unvested shares as of September 30, 2017
 
182

 
$
23.20

Granted
 
164

 
$
23.82

Forfeited
 
(19
)
 
$
17.93

Unvested shares as of September 30, 2018
 
327

 
$
22.64



As of September 30, 2018, there was $1 million of unrecognized compensation costs related to nonvested performance share awards, which is expected to be recognized over a weighted average period of approximately 1.8 years. The aggregate intrinsic value of the nonvested stock awards as of September 30, 2018 is $7 million. The weighted average grant date fair value per share for performance shares/units awards modified in fiscal 2017 was $18.44.

With regard to the performance conditions, the fair value of new or modified awards is equal to the grant date fair market value of Valvoline’s common stock, and compensation cost is recognized over the requisite service period when it is probable that the performance condition will be satisfied. For market conditions, compensation cost is recognized regardless of whether the conditions are satisfied and based on the grant date fair value of new or modified awards using a Monte Carlo simulation valuation model using the following key assumptions:
 
 
2018
 
2017
Assumptions (weighted average)
 
 
 
 
Risk-free interest rates (a)
 
1.7
%
 
1.2
%
Expected dividend yield
 
1.0
%
 
1.0
%
Expected volatility (b)
 
24.2
%
 
21.0
%
Expected term (in years)
 
3.0

 
1.9

 
 
 
 
 
(a)
Based on the U.S. Treasury yield curve in effect at the time of grant or modification for the expected term of the award. The range of risk-free interest rates used for performance awards was 1.6% to 1.8% in fiscal 2018 and 0.9% to 1.5% in fiscal 2017 for awards converted at Distribution.
(b)
Due to the lack of historical data for Valvoline, expected volatility is based on the average of peer companies’ historical volatilities with look-back periods commensurate with the expected term. The range of expected volatility used for performance awards converted at Distribution in fiscal 2017 was 18.9% to 22.4%.
v3.10.0.1
Earnings Per Share
12 Months Ended
Sep. 30, 2018
Earnings Per Share [Abstract]  
Earnings Per Share
EARNINGS PER SHARE

The following is the summary of basic and diluted EPS for the years ended September 30:

(In millions except per share data)
 
2018
 
2017
 
2016
Numerator
 
 
 
 
 
 
Net income
 
$
166

 
$
304

 
$
273

Denominator
 
 
 
 
 
 
Weighted average shares common shares outstanding (a)
 
197

 
204

 
170

Effect of potentially dilutive securities (b)
 

 

 

Weighted average diluted shares outstanding
 
197

 
204

 
170

 
 
 
 
 
 
 
Earnings per share
 
 
 
 
 
 
Basic
 
$
0.84

 
$
1.49

 
$
1.60

Diluted
 
$
0.84

 
$
1.49

 
$
1.60

 
 
 
 
 
 
 
(a)
The weighted average common shares outstanding for the year ended September 30, 2016 is based on the 170 million shares issued to Ashland in the Contribution.
(b)
During the year ended September 30, 2017, share-based awards that were previously denominated in Ashland common stock were converted to Valvoline common stock at the Distribution. As presented in the table, there was not a significant dilutive impact in the years ended September 30, 2018 and 2017 from potential common shares.

v3.10.0.1
Stockholders' Deficit
12 Months Ended
Sep. 30, 2018
Equity [Abstract]  
Stockholders' Deficit
STOCKHOLDERS’ DEFICIT

Stockholder dividends

Since the first fiscal quarter of 2017, the Company has issued a quarterly cash dividend. The Company’s dividend activity was as follows during the years ended September 30:
(In millions except per share amounts)
 
2018
 
2017
 
2016
Cash outlay
 
$
58

 
$
40

 
$

Dividend per share
 
$
0.298

 
$
0.196

 
$


Share repurchases

During fiscal 2017, Valvoline’s Board of Directors authorized the repurchase of $150 million of the Company’s common stock for which the shares were repurchased during fiscal 2017 and 2018. In January 2018, the Board authorized the repurchase of up to $300 million of the Company’s common stock through September 30, 2020. As of September 30, 2018, the remaining amount available for repurchase was $75 million. Upon repurchase, shares were retired and recorded as a reduction in Common stock for par value with the price paid in excess of par value recorded as an increase in Retained deficit. The following table summarizes the Company’s share repurchase activity during the years ended September 30:

(In millions)
 
2018
 
2017
 
2016
Total cost
 
$
325

 
$
50

 
$

Shares repurchased
 
15

 
2

 



Accumulated other comprehensive income

Changes in accumulated other comprehensive income by component for the years ended September 30, 2017 and 2018 were as follows:
 
(In millions)
 
Unamortized benefit plan credits
 
Currency translation adjustments
 
Total
Balance as of September 30, 2016
 
$
52

 
$
(55
)
 
$
(3
)
Fiscal 2017 activity, net of tax
 
(8
)
 
54

 
46

Balance as of September 30, 2017
 
44

 
(1
)
 
43

Fiscal 2018 activity, net of tax
 
(1
)
 
(10
)
 
(11
)
Balance as of September 30, 2018
 
$
43

 
$
(11
)
 
$
32



Amounts reclassified from accumulated other comprehensive income for the years ended September 30 were as follows:
(in millions)
 
2018
 
2017
Amortization of pension and other postretirement plan prior service credit (a)
 
$
(12
)
 
$
(12
)
Loss on liquidation of subsidiary (b)
 
1

 

Tax effect of reclassifications
 
2

 
4

Net of tax
 
(9
)
 
(8
)
Reclassification of income tax effects of U.S. tax reform (c)
 
8

 

Total amounts reclassified, net of tax
 
$
(1
)
 
$
(8
)
 
 
 
 
 
(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 within the Consolidated Statements of Comprehensive Income.
(b)
Represents the realization of cumulative translation adjustments in Equity and other income, net within the Consolidated Statements of Comprehensive Income as a result of the liquidation of the Company’s Brazilian subsidiary.
(c)
Represents the reclassification of stranded income tax effects of U.S. tax reform to Retained deficit in the Consolidated Balance Sheet.

The Company generally releases the income tax effects from accumulated other comprehensive income as benefit plan credits are amortized into earnings.

Separation from Ashland

On May 12, 2017, Ashland completed the Distribution of all 170 million shares of Valvoline common stock as a pro rata dividend on shares of Ashland common stock outstanding at the close of business on the record date of May 5, 2017. Based on the shares of Ashland common stock outstanding on the record date, each share of Ashland common stock received 2.745338 shares of Valvoline common stock in the Distribution. Concurrent with the Distribution, Ashland’s net investment in Valvoline was reduced to zero with a corresponding adjustment to Paid-in capital and Retained deficit. Refer to Note 1 for additional information regarding the separation from Ashland.
v3.10.0.1
Related Party Transactions
12 Months Ended
Sep. 30, 2018
Related Party Transactions [Abstract]  
Related Party Transactions
RELATED PARTY TRANSACTIONS

Ashland Transactions

Separation from Ashland

Immediately prior to the Distribution, Ashland owned 170 million shares of Valvoline common stock, which represented approximately 83% of the outstanding shares of Valvoline common stock. Effective upon the Distribution, Ashland no longer held any shares of Valvoline common stock. Refer to Note 1 for further information on the separation from Ashland. Also refer to Note 15 for information regarding the conversion of share-based awards from Ashland to Valvoline at Distribution.

Related party payables

Valvoline had total net obligations due to Ashland of $79 million and $74 million as of September 30, 2018 and 2017, respectively, which were primarily recorded in Other noncurrent liabilities in the Consolidated Balance Sheets. These liabilities generally relate to net obligations due to Ashland under the Tax Matters Agreement as well as reimbursements payable to Ashland for certain other contractual obligations, including those that are intended to transfer to Valvoline as part of the Distribution and those related to transition services. Refer to Note 12 for additional details regarding the Tax Matters Agreement and related obligations.

Transition Services Agreements

Valvoline also entered into a Transition Services Agreement (“TSA”) and Reverse Transition Services Agreement (“RTSA”) as well as certain other arrangements in connection with the separation from Ashland, which provide for certain continued corporate support services provided by Valvoline and Ashland to one another following the IPO. In connection with the IPO, Valvoline began to set up its own corporate functions, and pursuant to the TSA, Ashland provided various corporate support services for Valvoline, including certain accounting, human resources, information technology, office and building, risk, security, tax and treasury services. Pursuant to the RTSA, Valvoline provided Ashland with various corporate support services, including certain human resources, information technology, office and building, security and tax services, as well as certain regulatory compliance services required during the period in which Valvoline remained a majority-owned subsidiary of Ashland. In general, these agreements began following the completion of the IPO and cover a period not expected to exceed 24 months. The charges associated with these services were not material during the years ended September 30, 2018, 2017 and 2016, and the costs are consistent with expenses that Ashland had historically allocated or Valvoline incurred with respect to such services, plus a mark-up of five percent.

Corporate allocations

Prior to the completion of the IPO in fiscal 2016, Valvoline utilized centralized functions of Ashland to support its operations, and in return, Ashland allocated certain of its expenses to Valvoline. Such expenses represent costs related, but not limited to, treasury, legal, accounting, insurance, information technology, payroll administration, human resources, incentive plans and other services. These costs, together with an allocation of Ashland overhead costs, were $79 million for the year ended September 30, 2016 and were included within Selling, general and administrative expenses in the Consolidated Statements of Comprehensive Income. Where it was possible to specifically attribute such expenses to activities of Valvoline, amounts were charged or credited directly to Valvoline without allocation or apportionment. Allocation of all other such expenses was based on a reasonable reflection of the utilization of service provided or benefits received by Valvoline during the periods presented on a consistent basis, such as headcount, square footage, tangible assets or sales. Valvoline’s management considers the methods used in allocating expenses to be reasonable estimates. Upon completion of the IPO, Valvoline assumed responsibility for the costs of these functions as noted above.

The following table summarizes the centralized and administrative support costs that were allocated to Valvoline from Ashland for the year ended September 30, 2016:
(In millions)
 
Information technology
$
20

Financial and accounting
12

Building services
11

Legal and environmental
6

Human resources
5

Shared services
2

Stock-based compensation
11

Other general and administrative
12

Total
$
79



Cash management and treasury

For periods prior to the IPO in fiscal 2016, Valvoline participated in Ashland’s centralized treasury and cash management processes. Accordingly, the cash and cash equivalents were held by Ashland at the corporate level and were not attributed to Valvoline. Transactions in periods prior to the IPO were considered to be effectively settled for cash at the time the transactions were recorded. These transactions and net cash transfers to and from Ashland’s centralized cash management system are reflected as a component of Ashland’s net investment on the Consolidated Statement of Stockholders’ Deficit and as a financing activity within the accompanying Consolidated Statements of Cash Flows. In the Consolidated Statement of Stockholders’ Deficit, Ashland’s net investment represents the cumulative net investment by Ashland in Valvoline through the IPO, including net cash transfers to and from Ashland through the Distribution.

All significant transactions between Valvoline and Ashland have been included in the consolidated financial statements. In the periods preceding the IPO and Distribution, Valvoline also participated in certain of Ashland’s treasury activities related to accounts receivable factoring. Refer to Note 6 for additional information.
v3.10.0.1
Reportable Segment Information
12 Months Ended
Sep. 30, 2018
Segment Reporting [Abstract]  
Reportable Segment Information
REPORTABLE SEGMENT INFORMATION

Valvoline manages and reports within the following three segments: 

Core North America - sells engine and automotive maintenance products in the United States and Canada to retailers, installers and heavy-duty customers to service vehicles and equipment.
Quick Lubes - services the passenger car and light truck quick lube market in the United States and Canada through company-owned and independent franchised retail quick lube service center stores, as well as Express Care stores where independent operators service vehicles with Valvoline products.
International - sells engine and automotive maintenance products in approximately 140 countries outside of the United States and Canada for the maintenance of consumer and commercial vehicles and equipment.

These 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 assessing segment performance and in allocating the Company’s resources. Sales and operating income are the primary U.S. GAAP measures evaluated in assessing each reportable segment’s financial performance. Intersegment sales are not material, and assets are not allocated and included in the assessment of segment performance; consequently, these items are not disclosed by segment herein.

To maintain operating focus on business performance, certain corporate and non-operational items, including adjustments related to legacy businesses that no longer are attributed to Valvoline, are excluded from the segment operating results utilized by the chief operating decision maker in evaluating segment performance and are separately delineated within Unallocated and other to reconcile to total reported Operating income as shown in the table below.

Valvoline did not have a single customer that represented 10% of consolidated net sales in fiscal 2016, 2017 or 2018.

Reportable segment results

The following table presents sales, operating income, and depreciation and amortization by reportable segment for the years ended September 30:
(In millions)
 
2018
 
2017
 
2016
Sales
 
 
 
 
 
 
Core North America
 
$
1,035

 
$
1,004

 
$
979

Quick Lubes
 
660

 
541

 
457

International
 
590

 
539

 
493

Consolidated sales
 
$
2,285

 
$
2,084

 
$
1,929

 
 
 
 
 
 
 
Operating income
 
 
 
 
 
 
Core North America
 
$
172

 
$
199

 
$
212

Quick Lubes
 
153

 
130

 
117

International (a)
 
84

 
76

 
74

Total operating segments
 
409

 
405

 
403

Unallocated and other (b)
 
(14
)
 
(11
)
 
(7
)
Consolidated operating income
 
$
395

 
$
394

 
$
396

 
 
 
 
 
 
 
Depreciation and amortization
 
 
 
 
 
 
Core North America
 
$
18

 
$
15

 
$
16

Quick Lubes
 
30

 
22

 
17

International
 
6

 
5

 
5

Consolidated depreciation and amortization
 
$
54

 
$
42

 
$
38

 
 
 
 
 
 
 
(a)
Equity income is included in operating income and is recognized within the International reportable segment. Equity income was $14 million, $12 million and $12 million in fiscal 2018, 2017 and 2016, respectively. Refer to Note 5 for additional details regarding the Company’s equity method investments.
(b)
Unallocated and other includes Legacy and separation-related expenses, net.

The following table summarizes sales by category for each reportable segment for the years ended September 30:

 
 
Sales by category
 
 
Core North America
 
Quick Lubes
 
International
 
 
2018
2017
2016
 
2018
2017
2016
 
2018
2017
2016
Lubricants
 
85
%
86
%
87
%
 
85
%
84
%
83
%
 
89
%
89
%
89
%
Antifreeze
 
8
%
7
%
7
%
 
1
%
1
%
1
%
 
5
%
6
%
3
%
Filters
 
3
%
3
%
2
%
 
8
%
8
%
8
%
 
3
%
1
%
1
%
Chemicals and other
 
4
%
4
%
4
%
 
2
%
2
%
2
%
 
3
%
4
%
7
%
Franchise
 



 
4
%
5
%
6
%
 



Total
 
100
%
100
%
100
%
 
100
%
100
%
100
%
 
100
%
100
%
100
%


Entity-wide disclosures

Sales and net property, plant and equipment are attributed to the geographic area or country to which product is delivered and the assets physically reside, respectively. The following table presents sales and net property, plant and equipment by geographic area for Valvoline for the years ended September 30:
 
 
Sales from external customers
 
Property, plant and equipment, net
(In millions)
 
2018
 
2017
 
2016
 
2018
 
2017
United States
 
$
1,652

 
$
1,504

 
$
1,397

 
$
384

 
$
352

International
 
633

 
580

 
532

 
36

 
39

Total
 
$
2,285

 
$
2,084

 
$
1,929

 
$
420

 
$
391


Sales by geography expressed as a percentage of total consolidated sales were as follows:
 
 
For the years ended September 30
Sales by geography
 
2018
 
2017
 
2016
North America (a)
 
74
%
 
74
%
 
75
%
EMEA (Europe, Middle East and Africa)
 
8
%
 
7
%
 
7
%
Asia Pacific
 
13
%
 
14
%
 
14
%
Latin America
 
5
%
 
5
%
 
4
%
Total
 
100
%
 
100
%
 
100
%
 
 
 
 
 
 
 
(a)
Valvoline includes the United States and Canada in its North American region.
v3.10.0.1
Quarterly Financial Information (Unaudited)
12 Months Ended
Sep. 30, 2018
Quarterly Financial Information Disclosure [Abstract]  
Quarterly Financial Information (Unaudited)
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
The following table presents quarterly financial information and per share data:
 
 
First Quarter
 
Second Quarter
 
Third Quarter
 
Fourth Quarter
(In millions except per share amounts)
 
2018
 
2017
 
2018
 
2017
 
2018
 
2017
 
2018
 
2017
Sales
 
$
545
 
 
$
489
 
 
$
569
 
 
$
514
 
 
$
577
 
 
$
534
 
 
$
594
 
 
$
547
 
Gross profit
 
$
195
 
 
$
185
 
 
$
207
 
 
$
198
 
 
$
201
 
 
$
197
 
 
$
203
 
 
$
196
 
Operating income (a)
 
$
88
 
 
$
94
 
 
$
100
 
 
$
100
 
 
$
102
 
 
$
87
 
 
$
105
 
 
$
113
 
Income before income taxes (a) (b)
 
$
84
 
 
$
110
 
 
$
94
 
 
$
109
 
 
$
97
 
 
$
94
 
 
$
57
 
 
$
177
 
Net (loss) income (c)
 
$
(10
)
 
$
72
 
 
$
67
 
 
$
71
 
 
$
64
 
 
$
56
 
 
$
45
 
 
$
105
 
Net (loss) income per common share (d)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
$
(0.05
)
 
$
0.35
 
 
$
0.33
 
 
$
0.35
 
 
$
0.33
 
 
$
0.27
 
 
$
0.23
 
 
$
0.52
 
Diluted
 
$
(0.05
)
 
$
0.35
 
 
$
0.33
 
 
$
0.35
 
 
$
0.33
 
 
$
0.27
 
 
$
0.23
 
 
$
0.52
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

(a)
Operating and pre-tax income included Legacy and separation-related expenses, net of $6 million in the first fiscal quarter of 2017, $6 million in the second fiscal quarter of 2017, $13 million in the third fiscal quarter of 2017, $14 million of income in the fourth fiscal quarter of 2017, $9 million in the first fiscal quarter of 2018, $8 million in the second fiscal quarter of 2018, and $3 million of income in the third fiscal quarter of 2018.
(b)
Pre-tax income included pension and other postretirement benefit plan remeasurement gains of $8 million and $60 million in the first quarter of fiscal 2017 and the fourth quarter of fiscal 2017, respectively. Pre-tax income in the fourth quarter of fiscal 2018 includes pre-tax pension other postretirement plan remeasurement losses of $38 million.
(c)
Net (loss) income for fiscal 2018 includes additional income tax expense related to U.S. and Kentucky tax reform enacted during the year of $71 million in the first quarter of fiscal 2018, $2 million in the second fiscal quarter of 2018, $3 million in the third fiscal quarter of 2018, and $2 million in the fourth fiscal quarter of 2018.
(d)
Net (loss) income per share in each quarter is computed using the weighted average number of shares outstanding during that quarter while net income per share for the full year is computed using the weighted average number of shares outstanding during the year. Thus, the sum of the four quarters’ net (loss) income per share will not necessarily equal the full-year net income per share.
v3.10.0.1
Guarantor Financial Information
12 Months Ended
Sep. 30, 2018
Condensed Financial Information Disclosure [Abstract]  
Guarantor Financial Information
GUARANTOR FINANCIAL INFORMATION

The Senior Notes are general unsecured senior obligations of Valvoline Inc. and are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by the combined “Guarantor Subsidiaries.” Other subsidiaries (the “Non-Guarantor Subsidiaries”) largely represent the international operations of the Company, which do not guarantee the Senior Notes. Under the terms of the indentures, Valvoline Inc. and the Guarantor Subsidiaries each fully and unconditionally, jointly and severally, guarantee the payment of interest, principal and premium, if any, on each of the notes included in the Senior Notes. Refer to Note 10 for additional information.

The Guarantor Subsidiaries are subject to release in certain circumstances, including (i) the sale of all of the capital stock of the subsidiary, (ii) the designation of the subsidiary as an “Unrestricted Subsidiary” under the indenture governing the Senior Notes; or (iii) the release of the subsidiary as a guarantor from the Company’s 2016 Senior Credit Agreement described further in Note 10.

In connection with the registered exchange offers for the Senior Notes completed in December 2017, the Company is required to comply with Rule 3-10 of SEC Regulation S-X (“Rule 3-10”), and has therefore included the accompanying condensed consolidating financial statements in accordance with Rule 3-10(f) of SEC Regulation S-X.

The following tables should be read in conjunction with the consolidated financial statements herein and present, on a consolidating basis, the condensed statements of comprehensive income; condensed balance sheets; and condensed statements of cash flows for the parent issuer of these Senior Notes, the Guarantor Subsidiaries on a combined basis, the Non-Guarantor Subsidiaries on a combined basis and the eliminations necessary to arrive at the Company’s consolidated results. The principal elimination entries relate to investments in subsidiaries and intercompany balances and transactions. The Company has accounted for its investments in its subsidiaries under the equity method.

In connection with the restructuring steps that occurred immediately prior to Valvoline's IPO as described in Note 1, certain subsidiaries were created and contributed to Valvoline which formed a new organizational structure to affect the separation from Ashland, which was completed in May 2017. Activity for the parent issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries has been presented herein to reflect the guarantee structure in place at September 30, 2018 for all periods presented based upon the historical activity that occurred within Valvoline's legal structure that existed in each respective period presented.

Condensed Consolidating Statements of Comprehensive Income
 
 
 
 
 
 
For the year ended September 30, 2018
 
 
 
 
 
 
 
 
(In millions)
 
Valvoline Inc.
(Parent Issuer)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Sales
 
$

 
$
1,782

 
$
558

 
$
(55
)
 
$
2,285

Cost of sales
 

 
1,132

 
402

 
(55
)
 
1,479

Gross profit
 

 
650

 
156

 

 
806

 
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 
11

 
327

 
92

 

 
430

Legacy and separation-related expenses, net
 
8

 
6

 

 

 
14

Equity and other (income) expenses, net
 

 
(50
)
 
17

 

 
(33
)
Operating (loss) income
 
(19
)
 
367

 
47

 

 
395

Net pension and other postretirement plan expense (income)
 

 
1

 
(1
)
 

 

Net interest and other financing expenses
 
53

 
6

 
4

 

 
63

(Loss) income before income taxes
 
(72
)
 
360

 
44

 

 
332

Income tax expense
 
14

 
140

 
12

 

 
166

Equity in net income of subsidiaries
 
(252
)
 
(32
)
 

 
284

 

Net income
 
$
166

 
$
252

 
$
32

 
$
(284
)
 
$
166

 
 
 
 
 
 
 
 
 
 
 
Total comprehensive income
 
$
147

 
$
234

 
$
25

 
$
(259
)
 
$
147


Condensed Consolidating Statements of Comprehensive Income
 
 
 
 
 
 
For the year ended September 30, 2017
 
 
 
 
 
 
 
 
(In millions)
 
Valvoline Inc.
(Parent Issuer)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Sales
 
$

 
$
1,618

 
$
523

 
$
(57
)
 
$
2,084

Cost of sales
 

 
986

 
379

 
(57
)
 
1,308

Gross profit
 

 
632

 
144

 

 
776

 
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 
9

 
296

 
91

 

 
396

Legacy and separation-related expenses, net
 
(15
)
 
26

 

 

 
11

Equity and other (income) expenses, net
 

 
(37
)
 
12

 

 
(25
)
Operating income
 
6

 
347

 
41

 

 
394

Net pension and other postretirement plan income
 

 
(134
)
 
(4
)
 

 
(138
)
Net interest and other financing expenses
 
36

 
4

 
2

 

 
42

(Loss) income before income taxes
 
(30
)
 
477

 
43

 

 
490

Income tax (benefit) expense
 
(3
)
 
178

 
11

 

 
186

Equity in net income of subsidiaries
 
(331
)
 
(32
)
 

 
363

 

Net income
 
$
304

 
$
331

 
$
32

 
$
(363
)
 
$
304

 
 
 
 
 
 
 
 
 
 
 
Total comprehensive income
 
$
303

 
$
330

 
$
43

 
$
(373
)
 
$
303


Condensed Consolidating Statements of Comprehensive Income
 
 
 
 
 
 
For the year ended September 30, 2016
 
 
 
 
 
 
 
 
(In millions)
 
Valvoline Inc.
(Parent Issuer)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Sales
 
$

 
$
1,500

 
$
476

 
$
(47
)
 
$
1,929

Cost of sales
 

 
895

 
333

 
(47
)
 
1,181

Gross profit
 

 
605

 
143

 

 
748

 
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 

 
285

 
80

 

 
365

Legacy and separation-related expenses, net
 

 
6

 

 

 
6

Equity and other (income) expenses, net
 

 
(21
)
 
2

 

 
(19
)
Operating income
 

 
335

 
61

 

 
396

Net pension and other postretirement plan (income) expense
 

 
(43
)
 
8

 

 
(35
)
Net interest and other financing expenses
 
9

 

 

 

 
9

Net loss on acquisition
 

 
1

 

 

 
1

(Loss) income before income taxes
 
(9
)
 
377

 
53

 

 
421

Income tax (benefit) expense
 
(4
)
 
143

 
9

 

 
148

Equity in net income of subsidiaries
 
(278
)
 
(44
)
 

 
322

 

Net income
 
$
273

 
$
278

 
$
44

 
$
(322
)
 
$
273

 
 
 
 
 
 
 
 
 
 
 
Total comprehensive income
 
$
280

 
$
285

 
$
53

 
$
(338
)
 
$
280

Condensed Consolidating Balance Sheets
 
 
 
 
 
 
 
 
As of September 30, 2018
 
 
 
 
 
 
 
 
(In millions)
 
Valvoline Inc.
(Parent Issuer)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$

 
$
20

 
$
76

 
$

 
$
96

Accounts receivable, net
 

 
48

 
480

 
(119
)
 
409

Inventories, net
 

 
95

 
81

 

 
176

Prepaid expenses and other current assets
 
1

 
38

 
5

 

 
44

Total current assets
 
1

 
201

 
642

 
(119
)
 
725

Noncurrent assets
 
 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
 

 
384

 
36

 

 
420

Goodwill and intangibles, net
 

 
396

 
52

 

 
448

Equity method investments
 

 
31

 

 

 
31

Investment in subsidiaries
 
801

 
509

 

 
(1,310
)
 

Deferred income taxes
 
62

 
63

 
13

 

 
138

Other noncurrent assets
 
2

 
85

 
5

 

 
92

Total noncurrent assets
 
865

 
1,468

 
106

 
(1,310
)
 
1,129

Total assets
 
$
866

 
$
1,669

 
$
748

 
$
(1,429
)
 
$
1,854

 
 
 
 
 
 
 
 
 
 
 
Liabilities and Stockholders’ Deficit
 
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
 
Current portion of long-term debt
 
$
30

 
$

 
$

 
$

 
$
30

Trade and other payables
 
3

 
241

 
53

 
(119
)
 
178

Accrued expenses and other liabilities
 
7

 
168

 
28

 

 
203

Total current liabilities
 
40

 
409

 
81

 
(119
)
 
411

Noncurrent liabilities
 
 
 
 
 
 
 
 
 
 
Long-term debt
 
1,151

 
1

 
140

 

 
1,292

Employee benefit obligations
 

 
317

 
16

 

 
333

Other noncurrent liabilities
 
33

 
141

 
2

 

 
176

Total noncurrent liabilities
 
1,184

 
459

 
158

 

 
1,801

Commitments and contingencies
 

 

 

 

 

Stockholders’ (deficit) equity
 
(358
)
 
801

 
509

 
(1,310
)
 
(358
)
Total liabilities and stockholders’ deficit/equity
 
$
866

 
$
1,669

 
$
748

 
$
(1,429
)
 
$
1,854


Condensed Consolidating Balance Sheets
 
 
 
 
 
 
 
 
As of September 30, 2017
 
 
 
 
 
 
 
 
(In millions)
 
Valvoline Inc.
(Parent Issuer)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$

 
$
99

 
$
102

 
$

 
$
201

Accounts receivable, net
 

 
57

 
389

 
(61
)
 
385

Inventories, net
 

 
94

 
81

 

 
175

Prepaid expenses and other current assets
 

 
25

 
4

 

 
29

Total current assets
 

 
275

 
576

 
(61
)
 
790

Noncurrent assets
 
 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
 

 
353

 
38

 

 
391

Goodwill and intangibles, net
 

 
333

 
2

 

 
335

Equity method investments
 

 
30

 

 

 
30

Investment in subsidiaries
 
606

 
447

 

 
(1,053
)
 

Deferred income taxes
 
145

 
122

 
14

 

 
281

Other noncurrent assets
 
314

 
80

 
6

 
(312
)
 
88

Total noncurrent assets
 
1,065

 
1,365

 
60

 
(1,365
)
 
1,125

Total assets
 
$
1,065

 
$
1,640

 
$
636

 
$
(1,426
)
 
$
1,915

 
 
 
 
 
 
 
 
 
 
 
Liabilities and Stockholders’ Deficit
 
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
 
Short-term debt
 
$

 
$

 
$
75

 
$

 
$
75

Current portion of long-term debt
 
15

 

 

 

 
15

Trade and other payables
 
2

 
198

 
53

 
(61
)
 
192

Accrued expenses and other liabilities
 
103

 
60

 
33

 

 
196

Total current liabilities
 
120

 
258

 
161

 
(61
)
 
478

Noncurrent liabilities
 
 
 
 
 
 
 
 
 
 
Long-term debt
 
1,032

 
2

 

 

 
1,034

Employee benefit obligations
 

 
321

 
21

 

 
342

Other noncurrent liabilities
 
30

 
453

 
7

 
(312
)
 
178

Total noncurrent liabilities
 
1,062

 
776

 
28

 
(312
)
 
1,554

Commitments and contingencies
 

 

 

 

 

Stockholders’ (deficit) equity
 
(117
)
 
606

 
447

 
(1,053
)
 
(117
)
Total liabilities and stockholders’ deficit/equity
 
$
1,065

 
$
1,640

 
$
636

 
$
(1,426
)
 
$
1,915



Condensed Consolidating Statements of Cash Flows
 
 
 
 
 
 
For the year ended September 30, 2018
 
 
 
 
 
 
 
 
(In millions)
 
Valvoline Inc.
(Parent Issuer)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Cash flows (used in) provided by operating activities
 
$
(57
)
 
$
390

 
$
(13
)
 
$

 
$
320

Cash flows from investing activities
 
 
 
 
 
 
 
 
 
 
Additions to property, plant and equipment
 

 
(88
)
 
(5
)
 

 
(93
)
Acquisitions, net of cash required
 

 
(72
)
 
(53
)
 

 
(125
)
Other investing activities, net
 

 
5

 

 

 
5

Return of advance from subsidiary
 
312

 

 

 
(312
)
 

Cash flows provided by (used in) investing activities
 
312

 
(155
)
 
(58
)
 
(312
)
 
(213
)
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
 
Proceeds from borrowings, net of issuance costs
 
203

 

 
101

 

 
304

Repayments on borrowings
 
(72
)
 

 
(36
)
 

 
(108
)
Repurchases of common stock
 
(325
)
 

 

 

 
(325
)
Purchase of additional ownership in subsidiary
 

 

 
(15
)
 

 
(15
)
Cash dividends paid
 
(58
)
 

 

 

 
(58
)
Other financing activities
 
(3
)
 
(2
)
 
(2
)
 

 
(7
)
Other intercompany activity, net
 

 
(312
)
 

 
312

 

Cash flows (used in) provided by financing activities
 
(255
)
 
(314
)
 
48

 
312

 
(209
)
Effect of currency exchange rate changes on cash and cash equivalents
 

 

 
(3
)
 

 
(3
)
Decrease in cash and cash equivalents
 

 
(79
)
 
(26
)
 

 
(105
)
Cash and cash equivalents - beginning of year
 

 
99

 
102

 

 
201

Cash and cash equivalents - end of year
 
$

 
$
20

 
$
76

 
$

 
$
96


Condensed Consolidating Statements of Cash Flows
 
 
 
 
 
 
For the year ended September 30, 2017
 
 
 
 
 
 
 
 
(In millions)
 
Valvoline Inc.
(Parent Issuer)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Cash flows provided by (used in) operating activities
 
$
97

 
$
(180
)
 
$
(47
)
 
$

 
$
(130
)
Cash flows from investing activities
 
 
 
 
 
 
 
 
 
 
Additions to property, plant and equipment
 

 
(64
)
 
(4
)
 

 
(68
)
Acquisitions, net of cash required
 

 
(68
)
 

 

 
(68
)
Other investing activities, net
 

 
1

 

 

 
1

Advance to subsidiary
 
(312
)
 

 

 
312

 

Cash flows used in investing activities
 
(312
)
 
(131
)
 
(4
)
 
312

 
(135
)
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
 
Net transfers from Ashland
 
5

 

 

 

 
5

Proceeds from borrowings, net of issuance costs
 
395

 

 
75

 

 
470

Repayments on borrowings
 
(90
)
 

 

 

 
(90
)
Repurchases of common stock
 
(50
)
 

 

 

 
(50
)
Cash dividends paid
 
(40
)
 

 

 

 
(40
)
Other intercompany activity, net
 
(5
)
 
317

 

 
(312
)
 

Cash flows provided by financing activities
 
215

 
317

 
75

 
(312
)
 
295

Effect of currency exchange rate changes on cash and cash equivalents
 

 

 
(1
)
 

 
(1
)
Increase in cash and cash equivalents
 

 
6

 
23

 

 
29

Cash and cash equivalents - beginning of year
 

 
93

 
79

 

 
172

Cash and cash equivalents - end of year
 
$

 
$
99

 
$
102

 
$

 
$
201


Condensed Consolidating Statements of Cash Flows
 
 
 
 
 
 
For the year ended September 30, 2016
 
 
 
 
 
 
 
 
(In millions)
 
Valvoline Inc.
(Parent Issuer)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Cash flows (used in) provided by operating activities
 
$
(35
)
 
$
307

 
$
39

 
$

 
$
311

Cash flows from investing activities
 
 
 
 
 
 
 
 
 
 
Additions to property, plant and equipment
 

 
(60
)
 
(6
)
 

 
(66
)
Acquisitions, net of cash required
 

 
(83
)
 

 

 
(83
)
Other investing activities, net
 

 
1

 

 

 
1

Cash flows used in investing activities
 

 
(142
)
 
(6
)
 

 
(148
)
Cash flows from financing activities
 

 

 

 

 

Net transfers to Ashland
 
(1,504
)
 

 

 

 
(1,504
)
Cash contributions from Ashland
 
60

 

 

 

 
60

Proceeds from initial public offering, net of offering costs
 
719

 

 

 

 
719

Proceeds from borrowings, net of issuance costs
 
1,372

 

 

 

 
1,372

Repayments on borrowings
 
(637
)
 

 

 

 
(637
)
Other intercompany activity, net
 
25

 
(72
)
 
47

 

 

Cash flows provided by (used in) financing activities
 
35

 
(72
)
 
47

 

 
10

Effect of currency exchange rate changes on cash and cash equivalents
 

 

 
(1
)
 

 
(1
)
Increase in cash and cash equivalents
 

 
93

 
79

 

 
172

Cash and cash equivalents - beginning of year
 

 

 

 

 

Cash and cash equivalents - end of year
 
$

 
$
93

 
$
79

 
$

 
$
172

v3.10.0.1
Subsequent Events
12 Months Ended
Sep. 30, 2018
Subsequent Events [Abstract]  
Subsequent Events
SUBSEQUENT EVENTS

Quick Lubes acquisitions

Valvoline acquired 35 service center stores for an aggregate purchase price of approximately $30 million from October 1 through November 19, 2018, which continues the expansion of the Company’s existing Quick Lubes network. These acquisitions included 31 franchise service center stores in Ontario, Canada acquired from Oil Changers Inc. and four former franchise service center stores acquired in single and multi-store transactions.

Dividend declared

On November 19, 2018, the Company’s Board of Directors approved a quarterly cash dividend of $0.106 per share of common stock. The dividend is payable December 17, 2018 to shareholders of record on November 30, 2018.
v3.10.0.1
Schedule II - Valuation and Qualifying Accounts
12 Months Ended
Sep. 30, 2018
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]  
Schedule II - Valuation and Qualifying Accounts
VALVOLINE INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the years ended September 30, 2018, 2017 and 2016
(In millions)
(A)
(B)
 
(C)
 
(D)
 
(E)
 
 
 
Additions
 
 
 
 
Description
Balance at beginning of period
 
Charged to expenses
Charged to other accounts
 
Deductions
 
Balance at end of period
Allowance for doubtful accounts
 
 
 
 
 
 
 
 
Year ended September 30, 2018
$
5

 
$
2

$
1

 
$
(1
)
 
$
7

Year ended September 30, 2017
$
5

 
$
1

$

 
$
(1
)
 
$
5

Year ended September 30, 2016
$
4

 
$
1

$

 
$

 
$
5

Inventory excess and obsolete reserves
 
 
 
 
 
 
 
 
Year ended September 30, 2018
$
3

 
$

$

 
$

 
$
3

Year ended September 30, 2017
$
2

 
$
1

$

 
$

 
$
3

Year ended September 30, 2016
$
2

 
$

$

 
$

 
$
2

Deferred tax asset valuation allowance
 
 
 
 
 
 
 
 
Year ended September 30, 2018
$
8

 
$

$

 
$
(1
)
 
$
7

Year ended September 30, 2017
$
12

 
$

$

 
$
(4
)
 
$
8

Year ended September 30, 2016
$
7

 
$

$
5

 
$

 
$
12

v3.10.0.1
Significant Accounting Policies (Policies)
12 Months Ended
Sep. 30, 2018
Accounting Policies [Abstract]  
Basis of presentation and consolidation
Basis of presentation and consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and U.S. Securities and Exchange Commission (“SEC”) regulations. The financial statements are presented on a consolidated basis for all periods presented and include the accounts of the Company and its majority-owned and controlled subsidiaries. All intercompany transactions and balances within Valvoline have been eliminated in consolidation. Certain prior period amounts have been reclassified in the accompanying consolidated financial statements and notes thereto to conform to the current period presentation.

The Contribution of the Valvoline business by Ashland to Valvoline was treated as a reorganization of entities under common Ashland control. As a result, Valvoline retrospectively presented the consolidated financial statements of Valvoline and its subsidiaries for periods presented prior to the completion of the Contribution, which were prepared on a stand-alone basis and derived from Ashland’s consolidated financial statements and accounting records using the historical results of operations, and assets and liabilities attributed to Valvoline’s operations, as well as allocations of expenses from Ashland. The consolidated financial statements for periods presented subsequent to the completion of the Contribution reflect the transfer of various assets and liabilities from Ashland on a carryover basis (historical cost) and the consolidated operations of Valvoline and its majority-owned subsidiaries as a separate, stand-alone entity.

All transactions and balances between Valvoline and Ashland have been reported in the consolidated financial statements. For periods prior to the IPO, these transactions were considered to be effectively settled for cash at the time the transactions were recorded. These transactions and net cash transfers to and from Ashland’s centralized cash management system are reflected as a component of Ashland’s net investment in the Consolidated Statements of Stockholders’ Deficit and as a financing activity within the accompanying Consolidated Statements of Cash Flows. Ashland’s net investment represents the cumulative net investment by Ashland in Valvoline through the IPO, including net income through the completion of the IPO and net cash transfers to and from Ashland through Distribution. Valvoline’s retained earnings from the IPO through September 30, 2016 were not material and accordingly, were not separately presented in the Consolidated Statements of Stockholders’ Deficit. Concurrent with the Distribution, Ashland’s net investment in Valvoline was reduced to zero with a corresponding adjustment to Paid-in capital and Retained deficit.

Prior to the completion of the IPO, Valvoline utilized centralized functions of Ashland to support its operations, and in return, Ashland allocated certain of its expenses to Valvoline. These costs, together with an allocation of Ashland overhead costs, are included within Selling, general and administrative expenses in the Consolidated Statements of Comprehensive Income for the year ended September 30, 2016 and are disclosed in more detail in Note 18. Upon completion of the IPO, Valvoline assumed responsibility for the costs of these functions.

Use of estimates, risks and uncertainties
Use of estimates, risks and uncertainties

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosures of contingent matters. Significant items that are subject to such estimates and assumptions include, but are not limited to, long-lived assets (including intangible assets and goodwill), customer incentives, employee benefit obligations and income taxes. 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.
Cash and cash equivalents
Cash and cash equivalents

All short-term, highly liquid investments having original maturities of three months or less are considered to be cash equivalents.
Accounts receivable and allowance for doubtful accounts
Accounts receivable and allowance for doubtful accounts

Valvoline records an allowance for doubtful accounts as a best estimate of the amount of probable credit losses for accounts receivable. Valvoline estimates the allowance for doubtful accounts based on a variety of factors, including the length of time receivables are past due, the financial health of its customers, macroeconomic conditions, past transaction history with the customer and changes in customer payment terms. If the financial condition of its customers deteriorates or other circumstances occur that result in an impairment of customers’ ability to make payments, the Company records additional allowances as needed. The Company writes off uncollectible accounts receivable against the allowance for doubtful accounts when collection efforts have been exhausted and/or any legal action taken by the Company has concluded.
Inventories
Inventories

Inventories are primarily carried at the lower of cost or net realizable value using the weighted average cost method. In addition, certain lubricants are valued at the lower of cost or market using the last-in, first-out (“LIFO”) method to provide matching of revenues with current costs. Cost includes materials, labor and manufacturing overhead related to the purchase and production of inventories. The Company regularly reviews inventory quantities on hand and the estimated utility of inventory. Excess and obsolete reserves are established when inventory is estimated to not be usable based on forecasted usage, product demand and life cycle, as well as utility.

Property, plant and equipment
Property, plant and equipment

Property, plant and equipment is recorded at cost and is depreciated using the straight-line method over the estimated useful lives of the assets. Buildings are depreciated principally over 5 to 25 years and machinery and equipment principally over 5 to 30 years. Property, plant and equipment is relieved of the cost and related accumulated depreciation when assets are disposed of or otherwise retired. Gains or losses on the dispositions of property, plant and equipment are included in the Consolidated Statements of Comprehensive Income and generally reported in Equity and other income, net. Property, plant and equipment carrying values are evaluated for recoverability when impairment indicators are present and are conducted at the lowest identifiable level of cash flows. Such indicators could include, among other factors, operating losses, unused capacity, market value declines and technological obsolescence. Recorded values of asset groups of property, plant and equipment that are not expected to be recovered through undiscounted future net cash flows are written down to current fair value, which generally is determined from estimated discounted future net cash flows (assets held for use) or net realizable value (assets held for sale).
Business combinations
Business combinations
 
The financial results of the businesses that Valvoline has acquired are included in the Company’s consolidated financial results from the respective dates of the acquisitions. The Company allocates the purchase consideration to the identifiable assets acquired and liabilities assumed in the business combination based on their acquisition-date fair values. The excess of the purchase consideration over the amounts assigned to the identifiable assets and liabilities is recognized as goodwill. Factors giving rise to goodwill generally include synergies that are anticipated as a result of the business combination, including access to new customers and markets. The fair values of identifiable intangible assets acquired in business combinations are generally determined using an income approach, requiring financial forecasts and estimates as well as market participant assumptions.

Goodwill and other intangible assets
Goodwill and other intangible assets

Valvoline tests goodwill for impairment annually as of July 1 or when events and circumstances indicate an impairment may have occurred. This annual assessment consists of Valvoline determining each reporting unit’s current fair value compared to its current carrying value. Valvoline’s reporting units are Core North America, Quick Lubes, and International.
In evaluating goodwill for impairment, Valvoline has the option to first perform a qualitative assessment to determine whether further impairment testing is necessary or to perform a quantitative assessment by comparing the fair value of a reporting unit to its carrying amount, including goodwill. Under the qualitative assessment, an entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying amount. Qualitative factors include macroeconomic conditions, industry and market conditions, cost factors, and overall financial performance, among others.
If under the quantitative assessment, the fair value of a reporting unit is less than its carrying amount, then the amount of the impairment loss, if any, must be measured under step two of the impairment analysis. In step two of the analysis, an impairment loss will be recorded equal to the excess of the carrying value of the reporting unit’s goodwill over its implied fair value. Fair values of the reporting units are estimated using a weighted methodology considering the output from both the income and market approaches. The income approach incorporates the use of a discounted cash flow (“DCF”) analysis. A number of significant assumptions and estimates are involved in the application of the DCF model to forecast operating cash flows, including markets and market shares, sales volumes and prices, costs to produce, tax rates, capital spending, discount rate, weighted average cost of capital, terminal values and working capital changes. Several of these assumptions vary among reporting units. The cash flow forecasts are generally based on approved strategic operating plans. The market approach is performed using the Guideline Public Companies method which is based on earnings multiple data. The Company also performs a reconciliation between market capitalization and the estimate of the aggregate fair value of the reporting units, including consideration of a control premium.
Valvoline elected to perform a qualitative assessment during fiscal 2018 and determined that it is not more likely than not that the fair values of Valvoline’s reporting units are less than carrying amounts.

Acquired finite-lived intangible assets principally consist of certain trademarks and trade names, reacquired franchise rights and customer relationships. Intangible assets acquired in an asset acquisition are carried at cost, less accumulated amortization. For intangible assets acquired in a business combination, the estimated fair values of the assets acquired are used to establish the carrying value, which is determined generally using an income approach, and the Company employs assumptions developed using the perspective of a market participant. These intangible assets are amortized on a straight-line basis over their estimated useful lives. Valvoline reviews finite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable and any not expected to be recovered through undiscounted future net cash flows and assets are written down to current fair value.
Equity method investments
Equity method investments

Investments in companies, including joint ventures, where Valvoline has the ability to exert significant influence, but not control, over operating and financial policies of the investee are accounted for using the equity method of accounting. Judgment regarding the level of influence over each investment includes considering key factors such as the Company’s ownership interest, representation on the board of directors, and participation in policy-making decisions. The Company’s proportionate share of the net income or loss of these companies is included within Equity and other income, net in the Consolidated Statements of Comprehensive Income.

The Company evaluates equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. Factors considered by the Company when reviewing an equity method investment for impairment include the length of time and extent to which the fair value of the equity method investment has been less than cost, the investee’s financial condition and near-term prospects, and the intent and ability to hold the investment for a period of time sufficient to allow for anticipated recovery. An impairment that is other-than-temporary is recognized in the period identified.
Pension and other postretirement benefit plans
Pension and other postretirement benefit plans
Valvoline sponsors defined benefit pension and other postretirement plans in the U.S and in certain countries outside the U.S. The majority of these plans were transferred to and assumed by the Company in the Contribution of certain of Ashland’s pension and other postretirement benefit obligations and plan assets in late fiscal 2016. Following the Contribution, Valvoline accounts for these obligations as single-employer plans for which Valvoline recognizes the net liabilities and the full amount of any costs or gains. Valvoline also has certain international single-employer pension plans for which the net liabilities and associated costs have been recognized in each period presented herein.

Valvoline recognizes the funded status of each applicable plan on the Consolidated Balance Sheets whereby each underfunded plan is recognized as a liability. The funded status is measured as the difference between the fair value of plan assets and the benefit obligation. Changes in the fair value of plan assets and net actuarial gains or losses are recognized upon remeasurement, which is at least annually as of September 30, the measurement date, and whenever a remeasurement is triggered. The remaining components of pension and other postretirement benefits income are recorded ratably on a quarterly basis. The fair value of plan assets represents the current market value of assets held by irrevocable trust funds for the sole benefit of participants, and the benefit obligation is the actuarial present value of the benefits expected to be paid based on estimates. These valuations reflect the terms of the plans and use participant-specific information such as compensation, age and years of service, as well as certain key assumptions that require significant judgment, including, but not limited to, estimates of discount rates, expected return on plan assets, rate of compensation increases, interest rates and mortality rates. Actuarial gains and losses may be related to actual results that differ from assumptions as well as changes in assumptions, which may occur each year.

Due to the freeze of U.S. pension benefits effective September 30, 2016, continuing service costs are limited to certain international pension plans, and are reported in the same caption of the Consolidated Statements of Comprehensive Income as the related employee payroll expenses. All components of net periodic benefit income other than service cost are recognized below operating income within Net pension and other postretirement plan income in the Consolidated Statements of Comprehensive Income.

Prior to the Contribution in fiscal 2016, Valvoline employees were eligible to participate in pension and other postretirement benefit plans sponsored by Ashland in many of the countries where the Company did business. Valvoline accounted for its participation in Ashland-sponsored pension and other postretirement benefit plans as a participation in a multiemployer plan and recognized its allocated portion of net periodic benefit cost based on Valvoline-specific plan participants.
Commitments and contingencies
Commitments and contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Legal costs such as outside counsel fees and expenses are charged to expense in the period incurred and are recorded in Selling, general and administrative expenses in the Consolidated Statements of Comprehensive Income. 
Revenue recognition
Revenue recognition

Sales generally are recognized when persuasive evidence of an arrangement exists, products are delivered or services are rendered, the sales price is fixed or determinable and collectability is reasonably assured. Valvoline reports all sales net of tax assessed by qualifying governmental authorities. Certain shipping and handling costs paid by the customer are recorded in sales, while those costs paid by Valvoline are recorded in cost of sales. Shipping and handling costs recorded in sales were $10 million in fiscal 2018 and $16 million in both fiscal 2017 and 2016.

Sales rebates and discounts, consisting primarily of promotional rebates and customer pricing discounts, are offered through various programs to customers. Sales are recorded net of these rebates and discounts totaling $357 million, $360 million, and $388 million in the Consolidated Statements of Comprehensive Income for the years ended September 30, 2018, 2017, and 2016, respectively. Provisions for sales rebates and discounts are established and recognized as incurred, generally at the time of the sale, or over the term of the sales contract. Valvoline bases its estimates on historical rates of customer discounts and rebates as well as the specific identification of discounts and rebates expected to be realized. Allowances related to these customer incentive programs are adjusted based on actual experience and adjustments are recorded to earnings in the period changes are known and reasonably estimable. Reserves for these customer programs and incentives were $57 million and $54 million as of September 30, 2018 and 2017, respectively, and are recorded within Accrued expenses and other liabilities in the Consolidated Balance Sheets.

Franchise revenue included within sales was $29 million, $28 million, and $25 million during fiscal 2018, 2017, and 2016, respectively. Franchise revenue generally consists of initial franchise fees and royalties. Initial franchise fees are recognized when all material obligations have been substantially performed and the store has opened for business. Franchise royalties are based upon a percentage of monthly sales of the franchisees and are recognized as such sales occur.
Cost of sales
Cost of sales include material and production costs, as well as the costs of inbound and outbound freight, purchasing and receiving, inspection, warehousing, internal transfers and all other distribution network costs.
Selling, general and administrative expenses
Selling, general and administrative expenses are expensed as incurred and include sales and marketing costs, research and development costs, advertising, customer support, and administrative costs, including allocated corporate charges from Ashland in the periods prior to the IPO.
Advertising costs
Advertising costs ($63 million in fiscal 2018, $61 million in fiscal 2017 and $58 million in fiscal 2016) and research and development costs ($14 million in fiscal 2018 and $13 million in both fiscal 2017 and 2016) are expensed as incurred.
Research and development costs
research and development costs ($14 million in fiscal 2018 and $13 million in both fiscal 2017 and 2016) are expensed as incurred.

Stock-based compensation
Stock-based compensation

Stock-based compensation expense is recognized within Selling, general and administrative expense in the Consolidated Statements of Comprehensive Income and is principally based on the grant date fair value of new or modified awards over the requisite vesting period. The Company’s outstanding stock-based compensation awards are primarily classified as equity, with certain liability-classified awards based on award terms and conditions. Valvoline accounts for forfeitures when they occur.
Income taxes
Income taxes

Income tax expense is provided based on income before income taxes. Deferred income taxes represent benefits and expenses that will be used to reduce or increase corporate taxes expected to be paid as well as differences between the tax bases and carrying amounts of assets and liabilities that will result in taxable or deductible amounts in future years. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in years in which those temporary differences are expected to be recovered or settled. As changes in tax laws or rates occur, deferred tax assets and liabilities are adjusted in the period changes are enacted through income tax expense. Valvoline records valuation allowances related to its deferred income tax assets when it is more likely than not that some portion or all of the deferred income tax assets will not be realized.

For the periods prior to the Distribution, Valvoline’s operating results are included in Ashland’s consolidated U.S., state, and certain international subsidiaries’ income tax returns. For these periods, the income tax provision in these Consolidated Statements of Comprehensive Income was calculated on a separate return basis as if Valvoline was operating on a stand-alone basis and filed separate tax returns in the jurisdictions in which it operated.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being sustained upon examination by authorities. Interest and penalties related to unrecognized tax benefits are recognized as part of the provision for income taxes and are accrued beginning in the period that such interest and penalties would be applicable under relevant tax law and until such time that the related tax benefits are recognized. Interest and penalties were not material to any of the periods presented herein.
Derivatives
Derivatives
Valvoline’s derivative instruments consist of currency exchange contracts, which are accounted for as either assets or liabilities in the Consolidated Balance Sheets at fair value and the resulting gains or losses are recognized as adjustments to earnings. Valvoline does not currently have any derivative instruments that are designated and qualify as hedging instruments. The Company classifies its cash flows for these transactions as investing activities in the Consolidated Statements of Cash Flows.
Fair value measurements
Fair value measurements

Fair value is defined as an exit price, representing an amount that would be received to sell an asset or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the guidance prioritizes the inputs used to measure fair value into the three-tier fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). An instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the instrument’s fair value measurement. Certain investments which measure fair value using the net asset value (“NAV”) per share practical expedient are not classified within the fair value hierarchy and are separately disclosed.

Valvoline measures its financial assets and financial liabilities at fair value based on one or more of the following three valuation techniques:

Market approach: Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities
Cost approach: Amount that would be required to replace the service capacity of an asset (replacement cost)
Income approach: Techniques to convert future amounts to a single present amount based upon market expectations (including present value techniques, option pricing and excess earnings models)

The Company generally uses a market approach, when practicable, in valuing financial instruments. In certain instances, when observable market data is lacking, the Company uses valuation techniques consistent with the income approach whereby future cash flows are converted to a single discounted amount. The Company uses multiple sources of pricing as well as trading and other market data in its process of reporting fair values. The fair values of accounts receivables and accounts payable approximate their carrying values due to the relatively short-term nature of the instruments.

The methods described above may produce a fair value that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement.
Valvoline uses applicable guidance for defining fair value, the initial recording and periodic remeasurement of certain assets and liabilities measured at fair value, and related disclosures for instruments measured at fair value. Fair value accounting guidance establishes a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. An instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the instrument’s fair value measurement. Valvoline measures assets and liabilities using inputs from the following three levels of fair value hierarchy:

Level 1 - Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3 - Unobservable inputs for the asset or liability for which there is little, if any, market activity at the measurement date. Unobservable inputs reflect Valvoline’s own assumptions about what market participants would use to price the asset or liability. The inputs are developed based on the best information available in the circumstances, which may include Valvoline’s own financial data, such as internally developed pricing models, DCF methodologies, as well as instruments for which the fair value determination requires significant management judgment.

Currency translation
Currency translation

Operations outside the United States are measured primarily using the local currency as the functional currency. Upon consolidation, the results of operations of the subsidiaries and affiliates whose functional currency is other than the U.S. dollar are translated into U.S. dollars at the average exchange rates for the year while assets and liabilities are translated at year-end exchange rates. Adjustments to translate assets and liabilities into U.S. dollars are recorded in the stockholders’ equity section of the Consolidated Balance Sheets as a component of Accumulated other comprehensive income and are included in net earnings only upon sale or substantial liquidation of the underlying non-U.S. subsidiary or affiliated company.
Earnings per share
Earnings per share

Basic earnings per share (“EPS”) is calculated by dividing net income by the weighted-average number of common shares outstanding during the reported period. Diluted EPS is calculated similar to basic EPS, except that the weighted-average number of shares outstanding includes the number of shares that would have been outstanding had potentially dilutive common shares been issued. Potentially dilutive securities include stock appreciation rights and nonvested share-based awards. Nonvested market and performance-based share awards are included in the weighted-average diluted shares outstanding each period if established market or performance criteria have been met at the end of the respective periods.
Recent accounting pronouncements
Recent accounting pronouncements

The following standards relevant to Valvoline were either issued or adopted in the current year, or are expected to have a meaningful impact on Valvoline in future periods.

Recently adopted

During fiscal 2018, Valvoline adopted the following:

In July 2015, the Financial Accounting Standards Board (“FASB”) issued accounting guidance to simplify the subsequent measurement of certain inventories by replacing the lower of cost or market test with a lower of cost or net realizable value test. The guidance applies only to inventories for which cost is determined by methods other than LIFO and retail inventory methods. Valvoline adopted this guidance prospectively on October 1, 2017. Valvoline utilizes LIFO to value a significant portion of its inventory. The impact of adoption was not material to the Company’s consolidated financial statements.

In March 2017, the FASB issued accounting guidance that changed how employers who sponsor defined benefit pension and/or postretirement benefit plans present the net periodic benefit cost in the Consolidated Statements of Comprehensive Income. This guidance requires employers to present the service cost component of net periodic benefit cost in the same caption as other employee compensation costs for services rendered during the period. All other components of the net periodic benefit cost are presented separately outside of the operating income caption. Valvoline retrospectively adopted this guidance on October 1, 2017. Accordingly, Net pension and other postretirement plan income has been reclassified to non-operating income for all periods presented within the Consolidated Statements of Comprehensive Income, which reduced previously reported operating income by $138 million and $35 million for the years ended September 30, 2017 and 2016, respectively.

In February 2018, the FASB issued accounting guidance that allows companies to reclassify stranded tax effects resulting from the reduction of the U.S. statutory corporate tax rate enacted in U.S. tax reform legislation in December 2017. The Company adopted this guidance in the fourth quarter of fiscal 2018, which resulted in a reclassification of $8 million of stranded tax effects related to the deferred taxes for unamortized benefit plan credits that increased both Accumulated other comprehensive income and Retained deficit within the Consolidated Balance Sheet and Consolidated Statement of Stockholders’ Deficit. The adoption of this guidance did not have an impact on the Company’s results of operations or cash flows.

In March 2018, the FASB issued accounting guidance that codified SEC staff views on the income tax accounting implications of U.S. tax reform legislation enacted in December 2017. The guidance clarifies the timing of the measurement period, changes in subsequent reporting periods and reporting requirements as a result of the legislation. As further discussed in Note 12, the Company recorded provisional impacts of the legislation in fiscal 2018 and will recognize any changes to these provisional estimates up to one year from the enactment date of the legislation.

In August 2018, the FASB issued accounting guidance that modifies the disclosure requirements with respect to fair value measurements. Among the changes, entities will no longer be required to disclose the amount of and reasons for transfers between Levels 1 and 2 of the fair value hierarchy, but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. Valvoline early adopted this guidance, which does not have an impact on the Company’s consolidated financial statements, but revises disclosures as reflected in Notes 3 and 13 herein.

In August 2018, the FASB issued accounting guidance that modifies the disclosure requirements with respect to defined benefit pension and other postretirement plans. This guidance removes disclosures that no longer are considered cost beneficial, clarifies the specific requirements of disclosures, and adds certain disclosure requirements. Valvoline early adopted this guidance, which does not have an impact on the Company’s consolidated financial statements, but revises disclosures as reflected in Note 13 herein.

Issued but not yet adopted

In May 2014, the FASB issued accounting guidance outlining a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers, which supersedes most current revenue recognition guidance. This guidance introduces a five-step model for revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards under current guidance. The Company has substantially completed its assessment of the accounting required under the new revenue recognition guidance and will adopt the new guidance in the first quarter of fiscal 2019. The Company’s revenue is primarily generated from the sale and service delivery of engine and automotive maintenance products to customers, which is not accounted for under industry-specific guidance. Valvoline’s performance obligations generally consist of a single delivery element whereby revenue is recognized at the point in time when ownership, risks and rewards transfer. Revenue transactions recorded under the new guidance are expected to be substantially consistent with the treatment under existing guidance.

The Company will adopt the new revenue recognition guidance using the modified retrospective method, which recognizes the cumulative effect of the changes in retained deficit at adoption, but will not retrospectively apply the new guidance to prior periods. The Company expects to adjust retained deficit at adoption primarily related to the timing of certain sales made to distributors for approximately $15 million to $20 million on a pre-tax basis. In addition, the Company expects immaterial impacts to reclassify certain activities in the Consolidated Statements of Comprehensive Income on an ongoing basis following adoption.

The Company will expand footnote disclosures under the new revenue guidance beginning in the first quarter of fiscal 2019, including disaggregation of revenue, pro forma impacts of changes to the financial statements in the initial year of adoption, and qualitative disclosures related to the nature and terms of its sales, timing of the transfer of control and judgments used in the application of the five-step model. The Company has also implemented appropriate changes to business processes to support recognition and disclosure under the new guidance.

In August 2018, the FASB issued new accounting guidance related to fees paid by a customer in a cloud computing arrangement, which aligns the accounting for implementation costs incurred in a cloud computing arrangement that is a service arrangement with the existing capitalization guidance for implementation costs incurred to develop or obtain internal-use software. Valvoline will early adopt this guidance on a prospective basis on October 1, 2018, and as a result, certain relevant costs related to these arrangements may be capitalized. The adoption of this guidance is not expected to have a material impact on the Company's financial condition, results of operations or cash flows.

In February 2016, the FASB issued new accounting guidance related to lease transactions. The primary objective of this guidance is to increase transparency and comparability among organizations by requiring lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by leases and to disclose key information about leasing arrangements. This new guidance is effective for the Company in the first quarter of fiscal 2020 using a modified retrospective approach. The Company has begun planning its assessment and implementation process, including a process to identify all forms of its leases globally, as well as analyzing the practical expedients and evaluating the specific impacts on its consolidated financial statements. While the Company’s evaluation of this guidance is in the early stages, adoption is expected to have a material impact on the Consolidated Balance Sheets as the majority of the Company’s operating leases are expected to be recognized as right of use assets and associated lease liabilities. The Company also anticipates expanded footnote disclosures related to its leases under the new guidance.

The FASB issued other accounting guidance during the period that is not currently applicable or expected to have a material impact on Valvoline’s financial statements, and therefore, is not described above.
v3.10.0.1
Fair Value Measurements (Tables)
12 Months Ended
Sep. 30, 2018
Fair Value Disclosures [Abstract]  
Schedule of Assets and Liabilities at Fair Value
The following table sets forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis by level within the fair value hierarchy as of September 30:
(In millions)
 
Fair Value Hierarchy
 
2018
 
2017
Cash and cash equivalents
 
 
 
 
 
 
Money market funds
 
Level 1
 
$
5

 
$
11

Time deposits
 
Level 2
 
22

 
35

Prepaid expenses and other current assets
 
 
 
 
 
 
Currency derivatives
 
Level 2
 
1

 
1

Other noncurrent assets
 
 
 
 
 
 
Non-qualified trust funds
 
Level 1
 
25

 
30

Total assets at fair value
 
 
 
$
53

 
$
77

 
 
 
 
 
 
 
Accrued expenses and other liabilities
 
 
 
 
 
 
Currency derivatives
 
Level 2
 
$
1

 
$
1

Total liabilities at fair value
 
 
 
$
1

 
$
1

Summary of Fair Value of Debt
Carrying values shown in the following table are net of unamortized discounts and issuance costs.
 
 
September 30, 2018
 
September 30, 2017
(In millions)
 
Fair value
 
Carrying value
 
Unamortized discount and issuance costs
 
Fair value
 
Carrying value
 
Unamortized discount and issuance costs
2024 Notes
 
$
376

 
$
370

 
$
(5
)
 
$
401

 
$
370

 
$
(5
)
2025 Notes
 
376

 
395

 
(5
)
 
408

 
394

 
(6
)
Total
 
$
752

 
$
765

 
$
(10
)
 
$
809

 
$
764

 
$
(11
)
v3.10.0.1
Acquisitions and Divestitures (Tables)
12 Months Ended
Sep. 30, 2018
Business Combinations [Abstract]  
Schedule of Aggregate Cash Consideration and Total Assets Acquired and Liabilities Assumed
A summary follows of the aggregate cash consideration paid and the total assets acquired and liabilities assumed for the years ended September 30:
(In millions)
 
2018
 
2017
 
2016
Inventories
 
$
2

 
$
1

 
$
1

Other current assets
 
1

 

 
1

Property, plant and equipment
 
2

 
2

 
9

Goodwill (a)
 
58

 
60

 
94

Intangible assets
 
 
 
 
 
 
Trademarks and trade names (b)
 
27

 
1

 
1

Reacquired franchise rights (a) (c)
 
26

 
6

 

Customer relationships (d)
 
9

 
2

 

Other
 

 

 
1

Other noncurrent assets
 

 

 
3

Trade and other payables
 

 

 
(11
)
Debt
 

 

 
(11
)
Other noncurrent liabilities
 

 

 
(9
)
Net assets acquired
 
$
125

 
$
72

 
$
79

 
 
 
 
 
 
 
(a)
Approximately $83 million of the goodwill recognized in fiscal 2016 was not deductible for income tax purposes. In addition, during fiscal 2018, the purchase price allocation for the acquisition of certain former franchise service center stores during fiscal 2017 was adjusted to reduce goodwill and increase reacquired franchise rights by $6 million.
(b)
Weighted average amortization period of 19 years.
(c)
Prior to the acquisition of former franchise service center stores, Valvoline licensed the right to operate franchised quick lube service centers, including use of the Company’s trademarks and trade name. In connection with these acquisitions, Valvoline reacquired those rights and recognized separate definite-lived reacquired franchise rights intangible assets, which are being amortized on a straight-line basis over the weighted average remaining term of approximately 8 years. The effective settlement of these arrangements resulted in no settlement gain or loss as the contractual terms were at market.
(d)
Weighted average amortization period of 13 years.
v3.10.0.1
Equity Method Investments (Tables)
12 Months Ended
Sep. 30, 2018
Equity Method Investments and Joint Ventures [Abstract]  
Summarized Financial Information
Summarized financial information for Valvoline’s equity method investments follows as of and for the years ended September 30:

(In millions)
 
2018
 
2017
Financial position
 
 
 
 
Current assets
 
$
116

 
$
105

Current liabilities
 
(76
)
 
(69
)
Working capital
 
40

 
36

Noncurrent assets
 
23

 
25

Noncurrent liabilities
 
(1
)
 
(1
)
Stockholders’ equity
 
$
62

 
$
60



(In millions)
 
2018
 
2017
 
2016
Results of operations
 
 
 
 
 
 
Sales
 
$
313

 
$
289

 
$
255

Income from operations
 
$
62

 
$
53

 
$
46

Net income
 
$
27

 
$
25

 
$
23


The Company’s transactions with affiliate companies accounted for under the equity method were as follows for the years ended September 30:

(In millions)
 
2018
 
2017
 
2016
Equity income (a)
 
$
14

 
$
12

 
$
12

Distributions received
 
$
10

 
$
8

 
$
16

Royalty income (a)
 
$
8

 
$
7

 
$
4

Sales to
 
$
12

12

$
12


$
10

Purchases from
 
$
2

 
$

 
$

 
 
 
 
 
 
 
(a)
Equity and royalty income are recognized in Equity and other income, net in the Consolidated Statements of Comprehensive Income.

v3.10.0.1
Accounts Receivable (Tables)
12 Months Ended
Sep. 30, 2018
Receivables [Abstract]  
Summary of Accounts Receivable
The following summarizes Valvoline’s accounts receivable in the Consolidated Balance Sheets as of September 30:
(In millions)
 
2018
 
2017
Trade
 
$
390

 
$
362

Other
 
26

 
28

Accounts receivable, gross
 
416

 
390

Allowance for doubtful accounts
 
(7
)
 
(5
)
Total accounts receivable, net
 
$
409

 
$
385

v3.10.0.1
Inventories (Tables)
12 Months Ended
Sep. 30, 2018
Inventory Disclosure [Abstract]  
Inventories
The following summarizes Valvoline’s inventories in the Consolidated Balance Sheets as of September 30:

(In millions)
 
2018
 
2017
Finished products
 
$
189

 
$
180

Raw materials, supplies and work in process
 
30

 
31

Reserve for LIFO cost valuation
 
(40
)
 
(33
)
Excess and obsolete inventory reserves
 
(3
)
 
(3
)
Total inventories, net
 
$
176

 
$
175

v3.10.0.1
Property, Plant and Equipment (Tables)
12 Months Ended
Sep. 30, 2018
Property, Plant and Equipment [Abstract]  
Summary of Property, Plant and Equipment
The following table summarizes the various components of property, plant and equipment within the Consolidated Balance Sheets as of September 30:

(In millions)
 
2018
 
2017
Land
 
$
51

 
$
51

Buildings (a)
 
292

 
286

Machinery and equipment
 
442

 
442

Construction in progress
 
62

 
44

Total property, plant and equipment
 
847

 
823

Accumulated depreciation (b)
 
(427
)
 
(432
)
Net property, plant and equipment
 
$
420

 
$
391

 
 
 
 
 
(a)
Includes $22 million and $28 million of assets under capitalized leases as of September 30, 2018 and September 30, 2017 respectively.
(b)
Includes $4 million and $4 million for assets under capitalized leases as of September 30, 2018 and September 30, 2017, respectively.
The following summarizes property, plant and equipment charges included within the Consolidated Statements of Comprehensive Income.

(In millions)
 
2018
 
2017
 
2016
Depreciation (includes capital leases)
 
$
49

 
$
42

 
$
38

v3.10.0.1
Goodwill and Other Intangibles (Tables)
12 Months Ended
Sep. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]  
Summary of Goodwill by Segment
The following summarizes the changes in the carrying amount of goodwill for each reportable segment and in total during fiscal 2018 and 2017:

(In millions)
 
Core North America
 
Quick Lubes
 
International
 
Total
Balance at September 30, 2016
 
$
89

 
$
135

 
$
40

 
$
264

Acquisitions (a)
 

 
66

 

 
66

Balance at September 30, 2017
 
89

 
201

 
40

 
330

Acquisitions (b)
 

 
52

 

 
52

Dispositions (c)
 

 
(1
)
 

 
(1
)
Balance at September 30, 2018
 
$
89

 
$
252

 
$
40

 
$
381

 
 
 
 
 
 
 
 
 
(a)
Activity associated with the acquisition of Time-It Lube and 15 additional service center stores. Refer to Note 4 for details regarding the acquisitions.
(b)
Activity associated with the acquisitions of Great Canadian Oil Change, Henley Bluewater, seven additional service center stores, and adjustments related to prior year acquisitions. Refer to Note 4 for further details.
(c)
Activity associated with the derecognition of goodwill as a result of the sale and disposition of two quick lube service center stores. Refer to Note 4 for details regarding the disposition.
Summary of Finite-Lived Intangible Assets
The following summarizes the gross carrying amounts and accumulated amortization of the Company’s intangible assets as of September 30:

(In millions)
 
2018
 
2017
 
Gross carrying amount
 
Accumulated amortization
 
Net carrying amount
 
Gross carrying amount
 
Accumulated amortization
 
Net carrying amount
Definite-lived intangible assets
 
 
 
 
 
 
 
 
 
 
 
 
Trademarks and trade names
 
$
29

 
$
(2
)
 
$
27

 
$
2

 
$
(1
)
 
$
1

Reacquired franchise rights
 
32

 
(4
)
 
28

 

 

 

Customer relationships
 
14

 
(3
)
 
11

 
5

 
(2
)
 
3

Other intangible assets
 
1

 

 
1

 
1

 

 
1

Total definite-lived intangible assets
 
$
76

 
$
(9
)
 
$
67

 
$
8

 
$
(3
)
 
$
5

Schedule of Actual and Estimated Amortization Expense
The table that follows summarizes amortization expense (actual and estimated) for intangible assets, assuming no additional amortizable intangible assets, for the years ended September 30:

 
 
Actual
 
Estimated
(In millions)
 
2018
 
2019
 
2020
 
2021
 
2022
 
2023
Amortization expense
 
$
6

 
$
7

 
$
7

 
$
7

 
$
6

 
$
6

v3.10.0.1
Debt (Tables)
12 Months Ended
Sep. 30, 2018
Debt Disclosure [Abstract]  
Schedule of Long-term Debt
The following table summarizes Valvoline’s short-term borrowings and long-term debt as of September 30:
(In millions)
 
2018
 
2017
2025 Notes
 
$
400

 
$
400

2024 Notes
 
375

 
$
375

Term Loans
 
270

 
285

Revolver
 
147

 

Trade Receivables Facility
 
140

 
75

Other (a)
 
(10
)
 
(11
)
Total debt
 
$
1,322

 
$
1,124

Short-term debt
 

 
75

Current portion of long-term debt
 
30

 
15

Long-term debt
 
$
1,292

 
$
1,034

 
 
 
 
 
(a)
As of September 30, 2018, other includes $11 million of debt issuance costs and discounts and $1 million of debt primarily acquired through acquisitions. As of September 30, 2017, other included $13 million of debt issuance costs and discounts and $2 million of debt acquired through acquisitions.
Schedule of Maturities of Long-term Debt
The future maturities of debt outstanding as of September 30, 2018, excluding debt issuance costs and discounts, are as follows:
(In millions)
 
 
Years ending September 30
  
 
2019
  
$
30

2020
  
30

2021
  
497

2022
  

2023
  

Thereafter
  
776

Total
  
$
1,333

v3.10.0.1
Lease Commitments (Tables)
12 Months Ended
Sep. 30, 2018
Leases [Abstract]  
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]
Future minimum lease payments for noncancelable operating and capital leases and financing obligations as of September 30, 2018 for the following fiscal years ended September 30 are:

(In millions)
 
Operating leases (a)
 
Capital leases and financing obligations
2019
 
$
28

 
$
6

2020
 
23

 
6

2021
 
21

 
6

2022
 
18

 
6

2023
 
16

 
6

Thereafter
 
64

 
50

Total future minimum lease payments
 
$
170

 
80

Imputed interest
 
 
 
(33
)
Present value of minimum lease payments
 
 
 
$
47

 
 
 
 
 
(a) Minimum payments have not been reduced by minimum sublease rental income of approximately $4 million due under future noncancelable subleases.
Schedule of Future Minimum Lease Payments for Operating, Capital and Other Financing Obligations
Future minimum lease payments for noncancelable operating and capital leases and financing obligations as of September 30, 2018 for the following fiscal years ended September 30 are:

(In millions)
 
Operating leases (a)
 
Capital leases and financing obligations
2019
 
$
28

 
$
6

2020
 
23

 
6

2021
 
21

 
6

2022
 
18

 
6

2023
 
16

 
6

Thereafter
 
64

 
50

Total future minimum lease payments
 
$
170

 
80

Imputed interest
 
 
 
(33
)
Present value of minimum lease payments
 
 
 
$
47

 
 
 
 
 
(a) Minimum payments have not been reduced by minimum sublease rental income of approximately $4 million due under future noncancelable subleases.
Schedule of Rent Expense
The composition of net rent expense for all operating leases, including leases of property and equipment, was as follows for the years ended September 30:

(In millions)
 
2018
 
2017
 
2016
Minimum rentals
 
$
25

 
$
18

 
$
15

Contingent rentals
 
2

 
2

 
2

Sublease rental income
 
(2
)
 
(1
)
 
(1
)
Net rent expense
 
$
25

 
$
19

 
$
16

v3.10.0.1
Income Taxes (Tables)
12 Months Ended
Sep. 30, 2018
Income Tax Disclosure [Abstract]  
Schedule of Components of Income Tax Expense (Benefit)
Income tax expense consisted of the following for the years ended September 30:
(In millions)
 
2018
 
2017
 
2016
Current
 
 
 
 
 
 
Federal (a)
 
$
(2
)
 
$
47

 
$
99

State
 
6

 
8

 
24

Non-U.S.
 
17

 
14

 
12

 
 
21

 
69

 
135

Deferred
 
 
 
 
 
 
Federal
 
136

 
106

 
14

State
 
9

 
12

 
2

Non-U.S.
 

 
(1
)
 
(3
)
 
 
145

 
117

 
13

Income tax expense
 
$
166

 
$
186

 
$
148

 
 
 
 
 
 
 
(a)
Benefit from favorable settlement with tax authorities in fiscal 2018.
Schedule and Reconciliation of the Statutory Federal Income Tax
The following table presents pre-tax income and the principal components of the reconciliation between the effective tax rate and the U.S. federal statutory income tax rate in effect for the years ended September 30:
(In millions)
 
2018
 
2017
 
2016
Income before income taxes
 
 
 
 
 
 
United States
 
$
282

 
$
433

 
$
382

Non-U.S.
 
50

 
57

 
39

Total income before income taxes
 
$
332

 
$
490

 
$
421

 
 
 
 
 
 
 
U.S. statutory tax rate
 
24.5
%
 
35.0
%
 
35.0
%
Income taxes computed at U.S. statutory tax rate
 
$
81

 
$
171

 
$
147

Increase (decrease) in amount computed resulting from:
 
 
 
 
 
 
Unrecognized tax benefits
 

 
2

 
3

State taxes, net of federal benefit
 
14

 
17

 
16

International rate differential
 

 
(7
)
 
(5
)
Permanent items
 
(3
)
 
(8
)
 
(11
)
Remeasurement of net deferred taxes
 
73

 

 

Deemed repatriation
 
4

 

 

Tax Matters Agreement activity
 
(2
)
 
10

 

Other
 
(1
)
 
1

 
(2
)
Income tax expense
 
$
166

 
$
186

 
$
148

Effective tax rate
 
50.0
%
 
38.0
%
 
35.2
%

Components of Income Before Income Taxes
The following table presents pre-tax income and the principal components of the reconciliation between the effective tax rate and the U.S. federal statutory income tax rate in effect for the years ended September 30:
(In millions)
 
2018
 
2017
 
2016
Income before income taxes
 
 
 
 
 
 
United States
 
$
282

 
$
433

 
$
382

Non-U.S.
 
50

 
57

 
39

Total income before income taxes
 
$
332

 
$
490

 
$
421

 
 
 
 
 
 
 
U.S. statutory tax rate
 
24.5
%
 
35.0
%
 
35.0
%
Income taxes computed at U.S. statutory tax rate
 
$
81

 
$
171

 
$
147

Increase (decrease) in amount computed resulting from:
 
 
 
 
 
 
Unrecognized tax benefits
 

 
2

 
3

State taxes, net of federal benefit
 
14

 
17

 
16

International rate differential
 

 
(7
)
 
(5
)
Permanent items
 
(3
)
 
(8
)
 
(11
)
Remeasurement of net deferred taxes
 
73

 

 

Deemed repatriation
 
4

 

 

Tax Matters Agreement activity
 
(2
)
 
10

 

Other
 
(1
)
 
1

 
(2
)
Income tax expense
 
$
166

 
$
186

 
$
148

Effective tax rate
 
50.0
%
 
38.0
%
 
35.2
%

Schedule of Deferred Tax Assets and Liabilities
A summary of the deferred tax assets and liabilities included in the Consolidated Balance Sheets follows as of September 30:
(In millions)
 
2018
 
2017
Deferred tax assets
 
 
 
 
Federal net operating loss carryforwards
 
$

 
$
96

Non-U.S. net operating loss carryforwards (a)
 
2

 
1

State net operating loss carryforwards (b)
 
19

 
28

Employee benefit obligations
 
86

 
132

Compensation accruals
 
21

 
29

Credit carryforwards (c)
 
36

 
13

Other
 
9

 
13

Valuation allowances (d)
 
(7
)
 
(8
)
Net deferred tax assets
 
166

 
304

Deferred tax liabilities
 
 
 
 
Goodwill and other intangibles
 
3

 
3

Property, plant and equipment
 
23

 
17

Undistributed earnings
 
2

 
3

Total deferred tax liabilities
 
28

 
23

Total net deferred tax assets
 
$
138

 
$
281

 
 
 
 
 
(a)
Gross non-U.S. net operating loss carryforwards of $7 million expire in fiscal years 2020 to 2033, with $5 million that has no expiration.
(b)
Apportioned gross net operating loss carryforwards of $481 million expire in fiscal years 2019 through 2037.
(c)
Credit carryforwards consist primarily of non-U.S. tax credits that generally expire in the fiscal years 2025 through 2037.
(d)
Valuation allowances primarily relate to certain state and non-U.S. net operating loss carryforwards and certain other deferred tax assets that are not expected to be realized or realizable.
Schedule of Gross Unrecognized Tax Benefits
The aggregate changes in the balance of gross unrecognized tax benefits were as follows for the years ended September 30:

(In millions)
 
2018
 
2017
 
2016
Gross unrecognized tax benefits as of October 1
 
$
10

 
$
8

 
$
5

Increases related to tax positions from prior years
 
2

 

 
2

Increases related to tax positions taken during the current year
 
1

 
2

 
1

Settlements with tax authorities
 
(2
)
 

 

Lapses of statutes of limitation
 
(1
)
 

 

Gross unrecognized tax benefits as of September 30 (a)
 
$
10

 
$
10

 
$
8

 
 
 
 
 
 
 
(a)
As of September 30, 2018 and 2017, the Company had accruals of $1 million for interest and penalties related to unrecognized tax benefits.
v3.10.0.1
Employee Benefit Plans (Tables)
12 Months Ended
Sep. 30, 2018
Retirement Benefits [Abstract]  
Summary of the Components of Benefit Costs (Income)
The following table summarizes the components of pension and other postretirement plans net periodic benefit income and the assumptions used in this determination for the years ended September 30:
(In millions)
 
Pension benefits
 
Other postretirement benefits
 
2018
 
2017
 
2016
 
2018
 
2017
 
2016
Net periodic benefit income
 
 
 
 
 
 
 
 
 
 
 
 
Service cost
 
$
2

 
$
2

 
$
3

 
$

 
$

 
$

Interest cost
 
75

 
86

 
11

 
2

 
1

 

Expected return on plan assets
 
(103
)
 
(145
)
 
(17
)
 

 

 

Amortization of prior service credit (a)
 

 

 

 
(12
)
 
(12
)
 
(1
)
Actuarial loss (gain)
 
38

 
(63
)
 
(42
)
 

 
(5
)
 

Pre-separation allocation from Ashland (b)
 

 

 
21

 

 

 

Net periodic benefit costs (income)
 
$
12

 
$
(120
)
 
$
(24
)
 
$
(10
)
 
$
(16
)
 
$
(1
)
Weighted-average plan assumptions (c)
 
 
 
 
 
 
 
 
 
 
 
 
Discount rate for service cost (d)
 
2.94
%
 
2.15
%
 
4.10
%
 
4.05
%
 
2.95
%
 
4.25
%
Discount rate for interest cost (d)
 
3.23
%
 
2.84
%
 
3.23
%
 
3.11
%
 
2.64
%
 
2.92
%
Rate of compensation increase
 
3.05
%
 
2.99
%
 
3.23
%
 

 

 

Expected long-term rate of return on plan assets
 
5.17
%
 
6.56
%
 
6.77
%
 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
Other postretirement plan amendments noted above resulted in negative plan amendments that are amortized within this caption during all periods presented.
(b)
The pre-Contribution allocation from Ashland in fiscal 2016 until the transfer of plans to Valvoline at September 1, 2016 consist of service cost of $7 million, non-service income of $10 million, and actuarial losses of $24 million.
(c)
The plan assumptions are a blended weighted-average rate for Valvoline’s U.S. and non-U.S. plans. The 2016 assumptions reflect a combination of a full year of Valvoline stand-alone plans and one month for the plans transferred to Valvoline on September 1, 2016. The U.S. pension plans represented approximately 97% of the total pension projected benefit obligation as of September 30, 2018. Other postretirement benefit plans consist of U.S. and Canada, with the U.S. plan representing approximately 75% of the total other postretirement projected benefit obligation as of September 30, 2018. Non-U.S. plans use assumptions generally consistent with those of U.S. plans.    
(d)
Weighted-average discount rates reflect the adoption of the full yield curve approach in fiscal 2016.                    

Schedule of Amortization of Prior Service Cost (Credit) Recognized in AOCI
The following table summarizes the amortization of prior service credit recognized in accumulated other comprehensive loss:

 
 
Pension benefits
 
Other postretirement benefits
(In millions)
 
2018
 
2017
 
2018
 
2017
Amortization of prior service credit recognized in accumulated other comprehensive income
 
$

 
$

 
$
12

 
$
12

Net periodic benefit costs (income)
 
12

 
(120
)
 
(10
)
 
(16
)
Total amount recognized in net periodic benefit cost (income) and accumulated other comprehensive income
 
$
12

 
$
(120
)
 
$
2

 
$
(4
)
Schedule of Changes in Projected Benefit Obligations
The following table summarizes the changes in benefit obligations and the fair value of plan assets, as well as key assumptions used to determine the benefit obligations, and the amounts recognized in the Consolidated Balance Sheets as of September 30, 2018 and 2017 for the Company’s pension and other postretirement benefit plans:
(In millions)
 
Pension benefits
 
Other postretirement benefits
 
2018
 
2017
 
2018
 
2017
Change in benefit obligations
 
 
 
 
 
 
 
 
Benefit obligations as of October 1
 
$
2,381

 
$
3,138

 
$
57

 
$
73

Service cost
 
2

 
2

 

 

Interest cost
 
75

 
86

 
2

 
1

Participant contributions
 

 

 

 
3

Benefits paid
 
(146
)
 
(210
)
 
(7
)
 
(16
)
Actuarial gain
 
(95
)
 
(60
)
 

 
(5
)
Currency exchange rate changes
 
(3
)
 
4

 
(1
)
 
1

Transfers in
 
9

 
6

 

 

Settlements
 
(136
)
 
(585
)
 

 

Benefit obligations as of September 30
 
$
2,087

 
$
2,381

 
$
51

 
$
57

Change in plan assets
 
 
 
 
 
 
 
 
Fair value of plan assets as of October 1
 
$
2,081

 
$
2,307

 
$

 
$

Actual return on plan assets
 
(30
)
 
148

 

 

Employer contributions
 
16

 
412

 
7

 
13

Participant contributions
 

 

 

 
3

Benefits paid
 
(146
)
 
(210
)
 
(7
)
 
(16
)
Currency exchange rate changes
 
(3
)
 
3

 

 

Settlements
 
(136
)
 
(585
)
 

 

Transfers in
 
10

 
6

 

 

Fair value of plan assets as of September 30
 
$
1,792

 
$
2,081

 
$

 
$

 
 
 
 
 
 
 
 
 
Unfunded status of the plans as of September 30
 
$
295

 
$
300

 
$
51

 
$
57

 
 
 
 
 
 
 
 
 
Amounts recognized in the Consolidated Balance Sheets
 
 
 
 
 
 
Current benefit liabilities
 
$
10

 
$
11

 
$
6

 
$
8

Noncurrent benefit liabilities
 
285

 
289

 
45

 
49

Net amount recognized
 
$
295

 
$
300

 
$
51

 
$
57

 
 
 
 
 
 
 
 
 
Amounts recognized in accumulated other comprehensive income (loss)
 
 
 
 
Prior service cost (credit)
 
$
2

 
$
2

 
$
(56
)
 
$
(68
)
 
 
 
 
 
 
 
 
 
Weighted-average plan assumptions
 
 
 
 
 
 
 
 
Discount rate
 
4.28
%
 
3.76
%
 
4.08
%
 
3.48
%
Rate of compensation increase
 
3.10
%
 
3.13
%
 

 

Schedule of Pension Plans with a Benefit Obligation in Excess of Plan Assets
Information for pension plans with a benefit obligation in excess of the fair value of plan assets follows for the Company’s plans as of September 30:

(In millions)
 
2018
 
2017
 
Benefit obligation
 
Plan assets
 
Benefit obligation
 
Plan assets
Plans with projected benefit obligation in excess of plan assets
 
$
2,045

 
$
1,749

 
$
2,381

 
$
2,081

Plans with accumulated benefit obligation in excess of plan assets
 
$
2,034

 
$
1,741

 
$
2,368

 
$
2,072

Schedule of Weighted-Average Asset Allocations And Plan Asset Allocations
The weighted-average asset allocations for Valvoline’s U.S. and non-U.S. plans by asset category follow as of September 30:

 
 
Target
 
2018
 
2017
Plan assets allocation
 
 
 
 
 
 
Equity securities
 
15-25%
 
23
%
 
20
%
Debt securities
 
65-85%
 
76
%
 
78
%
Other
 
0-20%
 
1
%
 
2
%
Total
 
 
 
100
%
 
100
%
The following table summarizes the various investment categories that the pension plan assets are invested in and the applicable fair value hierarchy as described in Note 3 that the financial instruments are classified within these investment categories as of September 30, 2018:

 
 
Total fair value
 
Quoted prices in active markets for identical assets
 
Significant other observable inputs
 
Significant unobservable inputs
 
Assets measured at NAV
(In millions)
 
 
Level 1
 
Level 2
 
Level 3
 
Cash and cash equivalents
 
$
100

 
$
100

 
$

 
$

 
$

U.S. government securities and futures (a)
 
74

 
(3
)
 
77

 

 

Other government securities
 
92

 
1

 
91

 

 

Corporate debt instruments
 
1,056

 
661

 
395

 

 

Insurance contracts
 
4

 

 

 
4

 

Private equity and hedge funds
 
60

 

 

 

 
60

Common collective trusts
 
406

 

 

 

 
406

Total assets at fair value
 
$
1,792

 
$
759

 
$
563

 
$
4

 
$
466

 
 
 
 
 
 
 
 
 
 
 
(a)
Level 1 investments are in a liability position as of September 30, 2018 and represent exchange-traded futures contracts that are used to manage the interest rate risk in the plan asset portfolio.

The following table summarizes the various investment categories that the pension plan assets are invested in and the applicable fair value hierarchy that the financial instruments are classified within these investment categories as of September 30, 2017:

 
 
Total fair value
 
Quoted prices in active markets for identical assets
 
Significant other observable inputs
 
Significant unobservable inputs
 
Assets measured at NAV
(In millions)
 
 
Level 1
 
Level 2
 
Level 3
 
Cash and cash equivalents
 
$
13

 
$
13

 
$

 
$

 
$

U.S. government securities and futures
 
339

 
207

 
132

 

 

Other government securities
 
86

 

 
86

 

 

Corporate debt instruments
 
1,197

 
934

 
263

 

 

International equity
 
16

 

 
16

 

 

Private equity and hedge funds
 
414

 

 

 

 
414

Other investments
 
16

 

 

 
16

 

Total assets at fair value
 
$
2,081

 
$
1,154

 
$
497

 
$
16

 
$
414

Schedule of Reconciliation of Level 3 Assets
The following table provides a reconciliation of the beginning and ending balances for Level 3 plan assets:

(In millions)
 
Total Level 3 assets
Balance at September 30, 2016
 
$
23

Actual return on assets held at end of year
 
(7
)
Balance at September 30, 2017
 
$
16

Purchases
 
3

Sales
 
(8
)
Actual return on assets held at end of year
 
1

Actual return on assets sold during year
 
(8
)
Balance at September 30, 2018
 
$
4

Schedule of Investments Measured at Fair Value Using NAV Per Share
The following table summarizes investments for which fair value is measured using the NAV per share practical expedient as of September 30, 2018:

(In millions)
Fair value
 
Unfunded commitments
 
Redemption frequency (if currently eligible)
 
Redemption notice period
Long/short hedge funds
$
38

 
$

 
None (a)
 
None (a)
Relative value hedge funds
11

 

 
None (b)
 
None (b)
Multi-strategy hedge funds
2

 

 
None (b)
 
None (b)
Event driven hedge funds
1

 

 
None (b)
 
None (b)
Common collective trusts
386

 

 
Daily
 
Up to 3 days
 
12

 
 
 
Monthly
 
5 days
 
8

 

 
N/A (c)
 
N/A (c)
Private equity
8

 
6

 
None (d)
 
None (d)
 
$
466

 
$
6

 
 
 
 
 
 
 
 
 
 
 
 
(a)
These hedge funds are in the process of liquidation and approximately 88% will be liquidated over the next year.
(b)
These hedge funds are in the process of liquidation and the timing of such is unknown.
(c)
These assets are held in Australia and are investments in funds that include a diversified portfolio across various asset classes. The time period for redemption of these assets is not determinable.
(d)
These private equity instruments are estimated to be liquidated over the next 1 to 5 years.
Schedule of Expected Benefit Payments
The following benefit payments, which reflect future service expectations, are projected to be paid in each of the next five years and five years thereafter in aggregate:

(In millions)
 
Pension benefits
 
Other postretirement benefits
2019
 
$
142

 
$
6

2020
 
142

 
5

2021
 
143

 
4

2022
 
142

 
4

2023
 
141

 
3

Thereafter
 
695

 
15

Total
 
$
1,405

 
$
37

v3.10.0.1
Stock-Based Compensation Plans (Tables)
12 Months Ended
Sep. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Schedule of Stock-based Compensation Expense
The following is a summary of stock-based compensation expense recognized by the Company during the years ended September 30:

(In millions)
 
2018
 
2017 (b)
Stock appreciation rights
 
$
2

 
$
3

Nonvested stock awards
 
9

 
5

Performance awards
 
1

 
2

Total stock-based compensation expense, pre-tax (a)
 
12

 
10

Tax benefit
 
(3
)
 
(4
)
Total stock-based compensation expense, net of tax
 
$
9

 
$
6

 
 
 
 
 

(a)
Includes approximately $1 million in each period presented related to certain awards that are cash-settled and liability-classified; therefore, fair value is remeasured at the end of each reporting period until settlement.
(b)
Stock-based compensation expense in fiscal 2017 includes $4 million that was allocated from Ashland prior to Distribution.
Summary of Stock Appreciation Rights Activity
The following table summarizes the activity relative to SARs for the year ended September 30, 2018:
 
 
Number of shares
(in thousands)
 
Weighted average exercise price per share
 
Weighted average remaining term
(in years)
 
Aggregate intrinsic value (in millions)
SARs outstanding as of September 30, 2017
 
1,824

 
$
17.48

 
7.1 years
 
$
11

Granted
 
228

 
$
23.08

 
 
 
 
Exercised
 
(205
)
 
$
13.64

 
 
 
$
2

Forfeited
 
(49
)
 
$
20.50

 
 
 
 
SARs outstanding as of September 30, 2018
 
1,798

 
$
18.54

 
6.7 years
 
$
6

SARs exercisable as of September 30, 2018
 
1,207

 
$
17.14

 
5.8 years
 
$
5

Summary of Fair Value Assumptions Utilized in Determining Value of Awards
Stock-based compensation expense for SARs was computed using the Black-Scholes option-pricing model to estimate the grant date fair value of new or modified awards with the following key assumptions:
 
 
2018
 
2017
Weighted average grant date fair value per share
 
$
5.56

 
$
7.44

Assumptions (weighted average)
 
 
 
 
Risk-free interest rate (a)
 
2.2
%
 
1.7
%
Expected dividend yield
 
0.9
%
 
0.9
%
Expected volatility (b)
 
23.3
%
 
22.8
%
Expected term (in years) (c)
 
5.88

 
7.45

 
 
 
 
 
(a)
Based on the U.S. Treasury yield curve in effect at the time of grant or modification for the expected term of the award. The range of risk-free interest rates used for SARs converted at Distribution in fiscal 2017 was 1.1% to 1.9%.
(b)
Due to the lack of historical data for Valvoline, expected volatility is based on the average of peer companies’ historical daily equity volatilities with look-back periods commensurate with the expected term. The range of expected volatility used for SARs converted at Distribution in fiscal 2017 was 21.5% to 24.4%.
(c)
Due to the lack of historical data for Valvoline, the expected term is based on the mid-point between the vesting date and the end of the contractual term.
Summary of Nonvested Stock Award Activity
The following table summarizes nonvested share activity for the year ended September 30, 2018:

 
 
Number of shares
(in thousands)
 
Weighted average grant date fair value per share
Unvested shares as of September 30, 2017
 
1,275

 
$
22.71

Granted
 
359

 
$
23.17

Vested
 
(254
)
 
$
22.73

Forfeited
 
(102
)
 
$
22.66

Unvested shares as of September 30, 2018
 
1,278

 
$
23.07

Summary of Performance Share Activity
The following table summarizes performance award activity for the year ended September 30, 2018:
 
 
Number of shares
(in thousands)
 
Weighted average grant date fair value per share
Unvested shares as of September 30, 2017
 
182

 
$
23.20

Granted
 
164

 
$
23.82

Forfeited
 
(19
)
 
$
17.93

Unvested shares as of September 30, 2018
 
327

 
$
22.64

Summary of Fair Value Assumptions Utilized in Monte Carlo Model to Determine Value of Awards
For market conditions, compensation cost is recognized regardless of whether the conditions are satisfied and based on the grant date fair value of new or modified awards using a Monte Carlo simulation valuation model using the following key assumptions:
 
 
2018
 
2017
Assumptions (weighted average)
 
 
 
 
Risk-free interest rates (a)
 
1.7
%
 
1.2
%
Expected dividend yield
 
1.0
%
 
1.0
%
Expected volatility (b)
 
24.2
%
 
21.0
%
Expected term (in years)
 
3.0

 
1.9

 
 
 
 
 
(a)
Based on the U.S. Treasury yield curve in effect at the time of grant or modification for the expected term of the award. The range of risk-free interest rates used for performance awards was 1.6% to 1.8% in fiscal 2018 and 0.9% to 1.5% in fiscal 2017 for awards converted at Distribution.
(b)
Due to the lack of historical data for Valvoline, expected volatility is based on the average of peer companies’ historical volatilities with look-back periods commensurate with the expected term. The range of expected volatility used for performance awards converted at Distribution in fiscal 2017 was 18.9% to 22.4%.
v3.10.0.1
Earnings Per Share (Tables)
12 Months Ended
Sep. 30, 2018
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
The following is the summary of basic and diluted EPS for the years ended September 30:

(In millions except per share data)
 
2018
 
2017
 
2016
Numerator
 
 
 
 
 
 
Net income
 
$
166

 
$
304

 
$
273

Denominator
 
 
 
 
 
 
Weighted average shares common shares outstanding (a)
 
197

 
204

 
170

Effect of potentially dilutive securities (b)
 

 

 

Weighted average diluted shares outstanding
 
197

 
204

 
170

 
 
 
 
 
 
 
Earnings per share
 
 
 
 
 
 
Basic
 
$
0.84

 
$
1.49

 
$
1.60

Diluted
 
$
0.84

 
$
1.49

 
$
1.60

 
 
 
 
 
 
 
(a)
The weighted average common shares outstanding for the year ended September 30, 2016 is based on the 170 million shares issued to Ashland in the Contribution.
(b)
During the year ended September 30, 2017, share-based awards that were previously denominated in Ashland common stock were converted to Valvoline common stock at the Distribution. As presented in the table, there was not a significant dilutive impact in the years ended September 30, 2018 and 2017 from potential common shares.

v3.10.0.1
Stockholders' Deficit (Tables)
12 Months Ended
Sep. 30, 2018
Equity [Abstract]  
Schedule of Dividend Activity
The Company’s dividend activity was as follows during the years ended September 30:
(In millions except per share amounts)
 
2018
 
2017
 
2016
Cash outlay
 
$
58

 
$
40

 
$

Dividend per share
 
$
0.298

 
$
0.196

 
$


Schedule of Share Repurchases
The following table summarizes the Company’s share repurchase activity during the years ended September 30:

(In millions)
 
2018
 
2017
 
2016
Total cost
 
$
325

 
$
50

 
$

Shares repurchased
 
15

 
2

 

Components of Other Comprehensive Income
Changes in accumulated other comprehensive income by component for the years ended September 30, 2017 and 2018 were as follows:
 
(In millions)
 
Unamortized benefit plan credits
 
Currency translation adjustments
 
Total
Balance as of September 30, 2016
 
$
52

 
$
(55
)
 
$
(3
)
Fiscal 2017 activity, net of tax
 
(8
)
 
54

 
46

Balance as of September 30, 2017
 
44

 
(1
)
 
43

Fiscal 2018 activity, net of tax
 
(1
)
 
(10
)
 
(11
)
Balance as of September 30, 2018
 
$
43

 
$
(11
)
 
$
32

Schedule of Amounts Reclassified from Accumulated Other Comprehensive Income
Amounts reclassified from accumulated other comprehensive income for the years ended September 30 were as follows:
(in millions)
 
2018
 
2017
Amortization of pension and other postretirement plan prior service credit (a)
 
$
(12
)
 
$
(12
)
Loss on liquidation of subsidiary (b)
 
1

 

Tax effect of reclassifications
 
2

 
4

Net of tax
 
(9
)
 
(8
)
Reclassification of income tax effects of U.S. tax reform (c)
 
8

 

Total amounts reclassified, net of tax
 
$
(1
)
 
$
(8
)
 
 
 
 
 
(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 within the Consolidated Statements of Comprehensive Income.
(b)
Represents the realization of cumulative translation adjustments in Equity and other income, net within the Consolidated Statements of Comprehensive Income as a result of the liquidation of the Company’s Brazilian subsidiary.
(c)
Represents the reclassification of stranded income tax effects of U.S. tax reform to Retained deficit in the Consolidated Balance Sheet.
v3.10.0.1
Related Party Transactions (Tables)
12 Months Ended
Sep. 30, 2018
Related Party Transactions [Abstract]  
Summary of Allocated Centralized and Administrative Support Costs
The following table summarizes the centralized and administrative support costs that were allocated to Valvoline from Ashland for the year ended September 30, 2016:
(In millions)
 
Information technology
$
20

Financial and accounting
12

Building services
11

Legal and environmental
6

Human resources
5

Shared services
2

Stock-based compensation
11

Other general and administrative
12

Total
$
79

v3.10.0.1
Reportable Segment Information (Tables)
12 Months Ended
Sep. 30, 2018
Segment Reporting [Abstract]  
Reportable Segment Information
The following table presents sales, operating income, and depreciation and amortization by reportable segment for the years ended September 30:
(In millions)
 
2018
 
2017
 
2016
Sales
 
 
 
 
 
 
Core North America
 
$
1,035

 
$
1,004

 
$
979

Quick Lubes
 
660

 
541

 
457

International
 
590

 
539

 
493

Consolidated sales
 
$
2,285

 
$
2,084

 
$
1,929

 
 
 
 
 
 
 
Operating income
 
 
 
 
 
 
Core North America
 
$
172

 
$
199

 
$
212

Quick Lubes
 
153

 
130

 
117

International (a)
 
84

 
76

 
74

Total operating segments
 
409

 
405

 
403

Unallocated and other (b)
 
(14
)
 
(11
)
 
(7
)
Consolidated operating income
 
$
395

 
$
394

 
$
396

 
 
 
 
 
 
 
Depreciation and amortization
 
 
 
 
 
 
Core North America
 
$
18

 
$
15

 
$
16

Quick Lubes
 
30

 
22

 
17

International
 
6

 
5

 
5

Consolidated depreciation and amortization
 
$
54

 
$
42

 
$
38

 
 
 
 
 
 
 
(a)
Equity income is included in operating income and is recognized within the International reportable segment. Equity income was $14 million, $12 million and $12 million in fiscal 2018, 2017 and 2016, respectively. Refer to Note 5 for additional details regarding the Company’s equity method investments.
(b)
Unallocated and other includes Legacy and separation-related expenses, net.
Sales by Product Category
The following table summarizes sales by category for each reportable segment for the years ended September 30:

 
 
Sales by category
 
 
Core North America
 
Quick Lubes
 
International
 
 
2018
2017
2016
 
2018
2017
2016
 
2018
2017
2016
Lubricants
 
85
%
86
%
87
%
 
85
%
84
%
83
%
 
89
%
89
%
89
%
Antifreeze
 
8
%
7
%
7
%
 
1
%
1
%
1
%
 
5
%
6
%
3
%
Filters
 
3
%
3
%
2
%
 
8
%
8
%
8
%
 
3
%
1
%
1
%
Chemicals and other
 
4
%
4
%
4
%
 
2
%
2
%
2
%
 
3
%
4
%
7
%
Franchise
 



 
4
%
5
%
6
%
 



Total
 
100
%
100
%
100
%
 
100
%
100
%
100
%
 
100
%
100
%
100
%
Entity-Wide Disclosures
The following table presents sales and net property, plant and equipment by geographic area for Valvoline for the years ended September 30:
 
 
Sales from external customers
 
Property, plant and equipment, net
(In millions)
 
2018
 
2017
 
2016
 
2018
 
2017
United States
 
$
1,652

 
$
1,504

 
$
1,397

 
$
384

 
$
352

International
 
633

 
580

 
532

 
36

 
39

Total
 
$
2,285

 
$
2,084

 
$
1,929

 
$
420

 
$
391


Sales by geography expressed as a percentage of total consolidated sales were as follows:
 
 
For the years ended September 30
Sales by geography
 
2018
 
2017
 
2016
North America (a)
 
74
%
 
74
%
 
75
%
EMEA (Europe, Middle East and Africa)
 
8
%
 
7
%
 
7
%
Asia Pacific
 
13
%
 
14
%
 
14
%
Latin America
 
5
%
 
5
%
 
4
%
Total
 
100
%
 
100
%
 
100
%
 
 
 
 
 
 
 
(a)
Valvoline includes the United States and Canada in its North American region.

v3.10.0.1
Quarterly Financial Information (Unaudited) (Tables)
12 Months Ended
Sep. 30, 2018
Quarterly Financial Information Disclosure [Abstract]  
Quarterly Financial Information
The following table presents quarterly financial information and per share data:
 
 
First Quarter
 
Second Quarter
 
Third Quarter
 
Fourth Quarter
(In millions except per share amounts)
 
2018
 
2017
 
2018
 
2017
 
2018
 
2017
 
2018
 
2017
Sales
 
$
545
 
 
$
489
 
 
$
569
 
 
$
514
 
 
$
577
 
 
$
534
 
 
$
594
 
 
$
547
 
Gross profit
 
$
195
 
 
$
185
 
 
$
207
 
 
$
198
 
 
$
201
 
 
$
197
 
 
$
203
 
 
$
196
 
Operating income (a)
 
$
88
 
 
$
94
 
 
$
100
 
 
$
100
 
 
$
102
 
 
$
87
 
 
$
105
 
 
$
113
 
Income before income taxes (a) (b)
 
$
84
 
 
$
110
 
 
$
94
 
 
$
109
 
 
$
97
 
 
$
94
 
 
$
57
 
 
$
177
 
Net (loss) income (c)
 
$
(10
)
 
$
72
 
 
$
67
 
 
$
71
 
 
$
64
 
 
$
56
 
 
$
45
 
 
$
105
 
Net (loss) income per common share (d)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
$
(0.05
)
 
$
0.35
 
 
$
0.33
 
 
$
0.35
 
 
$
0.33
 
 
$
0.27
 
 
$
0.23
 
 
$
0.52
 
Diluted
 
$
(0.05
)
 
$
0.35
 
 
$
0.33
 
 
$
0.35
 
 
$
0.33
 
 
$
0.27
 
 
$
0.23
 
 
$
0.52
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

(a)
Operating and pre-tax income included Legacy and separation-related expenses, net of $6 million in the first fiscal quarter of 2017, $6 million in the second fiscal quarter of 2017, $13 million in the third fiscal quarter of 2017, $14 million of income in the fourth fiscal quarter of 2017, $9 million in the first fiscal quarter of 2018, $8 million in the second fiscal quarter of 2018, and $3 million of income in the third fiscal quarter of 2018.
(b)
Pre-tax income included pension and other postretirement benefit plan remeasurement gains of $8 million and $60 million in the first quarter of fiscal 2017 and the fourth quarter of fiscal 2017, respectively. Pre-tax income in the fourth quarter of fiscal 2018 includes pre-tax pension other postretirement plan remeasurement losses of $38 million.
(c)
Net (loss) income for fiscal 2018 includes additional income tax expense related to U.S. and Kentucky tax reform enacted during the year of $71 million in the first quarter of fiscal 2018, $2 million in the second fiscal quarter of 2018, $3 million in the third fiscal quarter of 2018, and $2 million in the fourth fiscal quarter of 2018.
(d)
Net (loss) income per share in each quarter is computed using the weighted average number of shares outstanding during that quarter while net income per share for the full year is computed using the weighted average number of shares outstanding during the year. Thus, the sum of the four quarters’ net (loss) income per share will not necessarily equal the full-year net income per share.
v3.10.0.1
Guarantor Financial Information (Tables)
12 Months Ended
Sep. 30, 2018
Condensed Financial Information Disclosure [Abstract]  
Condensed Consolidating Statements of Comprehensive Income
Activity for the parent issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries has been presented herein to reflect the guarantee structure in place at September 30, 2018 for all periods presented based upon the historical activity that occurred within Valvoline's legal structure that existed in each respective period presented.

Condensed Consolidating Statements of Comprehensive Income
 
 
 
 
 
 
For the year ended September 30, 2018
 
 
 
 
 
 
 
 
(In millions)
 
Valvoline Inc.
(Parent Issuer)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Sales
 
$

 
$
1,782

 
$
558

 
$
(55
)
 
$
2,285

Cost of sales
 

 
1,132

 
402

 
(55
)
 
1,479

Gross profit
 

 
650

 
156

 

 
806

 
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 
11

 
327

 
92

 

 
430

Legacy and separation-related expenses, net
 
8

 
6

 

 

 
14

Equity and other (income) expenses, net
 

 
(50
)
 
17

 

 
(33
)
Operating (loss) income
 
(19
)
 
367

 
47

 

 
395

Net pension and other postretirement plan expense (income)
 

 
1

 
(1
)
 

 

Net interest and other financing expenses
 
53

 
6

 
4

 

 
63

(Loss) income before income taxes
 
(72
)
 
360

 
44

 

 
332

Income tax expense
 
14

 
140

 
12

 

 
166

Equity in net income of subsidiaries
 
(252
)
 
(32
)
 

 
284

 

Net income
 
$
166

 
$
252

 
$
32

 
$
(284
)
 
$
166

 
 
 
 
 
 
 
 
 
 
 
Total comprehensive income
 
$
147

 
$
234

 
$
25

 
$
(259
)
 
$
147


Condensed Consolidating Statements of Comprehensive Income
 
 
 
 
 
 
For the year ended September 30, 2017
 
 
 
 
 
 
 
 
(In millions)
 
Valvoline Inc.
(Parent Issuer)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Sales
 
$

 
$
1,618

 
$
523

 
$
(57
)
 
$
2,084

Cost of sales
 

 
986

 
379

 
(57
)
 
1,308

Gross profit
 

 
632

 
144

 

 
776

 
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 
9

 
296

 
91

 

 
396

Legacy and separation-related expenses, net
 
(15
)
 
26

 

 

 
11

Equity and other (income) expenses, net
 

 
(37
)
 
12

 

 
(25
)
Operating income
 
6

 
347

 
41

 

 
394

Net pension and other postretirement plan income
 

 
(134
)
 
(4
)
 

 
(138
)
Net interest and other financing expenses
 
36

 
4

 
2

 

 
42

(Loss) income before income taxes
 
(30
)
 
477

 
43

 

 
490

Income tax (benefit) expense
 
(3
)
 
178

 
11

 

 
186

Equity in net income of subsidiaries
 
(331
)
 
(32
)
 

 
363

 

Net income
 
$
304

 
$
331

 
$
32

 
$
(363
)
 
$
304

 
 
 
 
 
 
 
 
 
 
 
Total comprehensive income
 
$
303

 
$
330

 
$
43

 
$
(373
)
 
$
303


Condensed Consolidating Statements of Comprehensive Income
 
 
 
 
 
 
For the year ended September 30, 2016
 
 
 
 
 
 
 
 
(In millions)
 
Valvoline Inc.
(Parent Issuer)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Sales
 
$

 
$
1,500

 
$
476

 
$
(47
)
 
$
1,929

Cost of sales
 

 
895

 
333

 
(47
)
 
1,181

Gross profit
 

 
605

 
143

 

 
748

 
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 

 
285

 
80

 

 
365

Legacy and separation-related expenses, net
 

 
6

 

 

 
6

Equity and other (income) expenses, net
 

 
(21
)
 
2

 

 
(19
)
Operating income
 

 
335

 
61

 

 
396

Net pension and other postretirement plan (income) expense
 

 
(43
)
 
8

 

 
(35
)
Net interest and other financing expenses
 
9

 

 

 

 
9

Net loss on acquisition
 

 
1

 

 

 
1

(Loss) income before income taxes
 
(9
)
 
377

 
53

 

 
421

Income tax (benefit) expense
 
(4
)
 
143

 
9

 

 
148

Equity in net income of subsidiaries
 
(278
)
 
(44
)
 

 
322

 

Net income
 
$
273

 
$
278

 
$
44

 
$
(322
)
 
$
273

 
 
 
 
 
 
 
 
 
 
 
Total comprehensive income
 
$
280

 
$
285

 
$
53

 
$
(338
)
 
$
280

Condensed Consolidating Balance Sheets
 
 
 
 
 
 
 
 
As of September 30, 2018
 
 
 
 
 
 
 
 
(In millions)
 
Valvoline Inc.
(Parent Issuer)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$

 
$
20

 
$
76

 
$

 
$
96

Accounts receivable, net
 

 
48

 
480

 
(119
)
 
409

Inventories, net
 

 
95

 
81

 

 
176

Prepaid expenses and other current assets
 
1

 
38

 
5

 

 
44

Total current assets
 
1

 
201

 
642

 
(119
)
 
725

Noncurrent assets
 
 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
 

 
384

 
36

 

 
420

Goodwill and intangibles, net
 

 
396

 
52

 

 
448

Equity method investments
 

 
31

 

 

 
31

Investment in subsidiaries
 
801

 
509

 

 
(1,310
)
 

Deferred income taxes
 
62

 
63

 
13

 

 
138

Other noncurrent assets
 
2

 
85

 
5

 

 
92

Total noncurrent assets
 
865

 
1,468

 
106

 
(1,310
)
 
1,129

Total assets
 
$
866

 
$
1,669

 
$
748

 
$
(1,429
)
 
$
1,854

 
 
 
 
 
 
 
 
 
 
 
Liabilities and Stockholders’ Deficit
 
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
 
Current portion of long-term debt
 
$
30

 
$

 
$

 
$

 
$
30

Trade and other payables
 
3

 
241

 
53

 
(119
)
 
178

Accrued expenses and other liabilities
 
7

 
168

 
28

 

 
203

Total current liabilities
 
40

 
409

 
81

 
(119
)
 
411

Noncurrent liabilities
 
 
 
 
 
 
 
 
 
 
Long-term debt
 
1,151

 
1

 
140

 

 
1,292

Employee benefit obligations
 

 
317

 
16

 

 
333

Other noncurrent liabilities
 
33

 
141

 
2

 

 
176

Total noncurrent liabilities
 
1,184

 
459

 
158

 

 
1,801

Commitments and contingencies
 

 

 

 

 

Stockholders’ (deficit) equity
 
(358
)
 
801

 
509

 
(1,310
)
 
(358
)
Total liabilities and stockholders’ deficit/equity
 
$
866

 
$
1,669

 
$
748

 
$
(1,429
)
 
$
1,854


Condensed Consolidating Income Statement
Activity for the parent issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries has been presented herein to reflect the guarantee structure in place at September 30, 2018 for all periods presented based upon the historical activity that occurred within Valvoline's legal structure that existed in each respective period presented.

Condensed Consolidating Statements of Comprehensive Income
 
 
 
 
 
 
For the year ended September 30, 2018
 
 
 
 
 
 
 
 
(In millions)
 
Valvoline Inc.
(Parent Issuer)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Sales
 
$

 
$
1,782

 
$
558

 
$
(55
)
 
$
2,285

Cost of sales
 

 
1,132

 
402

 
(55
)
 
1,479

Gross profit
 

 
650

 
156

 

 
806

 
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 
11

 
327

 
92

 

 
430

Legacy and separation-related expenses, net
 
8

 
6

 

 

 
14

Equity and other (income) expenses, net
 

 
(50
)
 
17

 

 
(33
)
Operating (loss) income
 
(19
)
 
367

 
47

 

 
395

Net pension and other postretirement plan expense (income)
 

 
1

 
(1
)
 

 

Net interest and other financing expenses
 
53

 
6

 
4

 

 
63

(Loss) income before income taxes
 
(72
)
 
360

 
44

 

 
332

Income tax expense
 
14

 
140

 
12

 

 
166

Equity in net income of subsidiaries
 
(252
)
 
(32
)
 

 
284

 

Net income
 
$
166

 
$
252

 
$
32

 
$
(284
)
 
$
166

 
 
 
 
 
 
 
 
 
 
 
Total comprehensive income
 
$
147

 
$
234

 
$
25

 
$
(259
)
 
$
147


Condensed Consolidating Statements of Comprehensive Income
 
 
 
 
 
 
For the year ended September 30, 2017
 
 
 
 
 
 
 
 
(In millions)
 
Valvoline Inc.
(Parent Issuer)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Sales
 
$

 
$
1,618

 
$
523

 
$
(57
)
 
$
2,084

Cost of sales
 

 
986

 
379

 
(57
)
 
1,308

Gross profit
 

 
632

 
144

 

 
776

 
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 
9

 
296

 
91

 

 
396

Legacy and separation-related expenses, net
 
(15
)
 
26

 

 

 
11

Equity and other (income) expenses, net
 

 
(37
)
 
12

 

 
(25
)
Operating income
 
6

 
347

 
41

 

 
394

Net pension and other postretirement plan income
 

 
(134
)
 
(4
)
 

 
(138
)
Net interest and other financing expenses
 
36

 
4

 
2

 

 
42

(Loss) income before income taxes
 
(30
)
 
477

 
43

 

 
490

Income tax (benefit) expense
 
(3
)
 
178

 
11

 

 
186

Equity in net income of subsidiaries
 
(331
)
 
(32
)
 

 
363

 

Net income
 
$
304

 
$
331

 
$
32

 
$
(363
)
 
$
304

 
 
 
 
 
 
 
 
 
 
 
Total comprehensive income
 
$
303

 
$
330

 
$
43

 
$
(373
)
 
$
303


Condensed Consolidating Statements of Comprehensive Income
 
 
 
 
 
 
For the year ended September 30, 2016
 
 
 
 
 
 
 
 
(In millions)
 
Valvoline Inc.
(Parent Issuer)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Sales
 
$

 
$
1,500

 
$
476

 
$
(47
)
 
$
1,929

Cost of sales
 

 
895

 
333

 
(47
)
 
1,181

Gross profit
 

 
605

 
143

 

 
748

 
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 

 
285

 
80

 

 
365

Legacy and separation-related expenses, net
 

 
6

 

 

 
6

Equity and other (income) expenses, net
 

 
(21
)
 
2

 

 
(19
)
Operating income
 

 
335

 
61

 

 
396

Net pension and other postretirement plan (income) expense
 

 
(43
)
 
8

 

 
(35
)
Net interest and other financing expenses
 
9

 

 

 

 
9

Net loss on acquisition
 

 
1

 

 

 
1

(Loss) income before income taxes
 
(9
)
 
377

 
53

 

 
421

Income tax (benefit) expense
 
(4
)
 
143

 
9

 

 
148

Equity in net income of subsidiaries
 
(278
)
 
(44
)
 

 
322

 

Net income
 
$
273

 
$
278

 
$
44

 
$
(322
)
 
$
273

 
 
 
 
 
 
 
 
 
 
 
Total comprehensive income
 
$
280

 
$
285

 
$
53

 
$
(338
)
 
$
280

Condensed Consolidating Balance Sheets
 
 
 
 
 
 
 
 
As of September 30, 2018
 
 
 
 
 
 
 
 
(In millions)
 
Valvoline Inc.
(Parent Issuer)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$

 
$
20

 
$
76

 
$

 
$
96

Accounts receivable, net
 

 
48

 
480

 
(119
)
 
409

Inventories, net
 

 
95

 
81

 

 
176

Prepaid expenses and other current assets
 
1

 
38

 
5

 

 
44

Total current assets
 
1

 
201

 
642

 
(119
)
 
725

Noncurrent assets
 
 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
 

 
384

 
36

 

 
420

Goodwill and intangibles, net
 

 
396

 
52

 

 
448

Equity method investments
 

 
31

 

 

 
31

Investment in subsidiaries
 
801

 
509

 

 
(1,310
)
 

Deferred income taxes
 
62

 
63

 
13

 

 
138

Other noncurrent assets
 
2

 
85

 
5

 

 
92

Total noncurrent assets
 
865

 
1,468

 
106

 
(1,310
)
 
1,129

Total assets
 
$
866

 
$
1,669

 
$
748

 
$
(1,429
)
 
$
1,854

 
 
 
 
 
 
 
 
 
 
 
Liabilities and Stockholders’ Deficit
 
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
 
Current portion of long-term debt
 
$
30

 
$

 
$

 
$

 
$
30

Trade and other payables
 
3

 
241

 
53

 
(119
)
 
178

Accrued expenses and other liabilities
 
7

 
168

 
28

 

 
203

Total current liabilities
 
40

 
409

 
81

 
(119
)
 
411

Noncurrent liabilities
 
 
 
 
 
 
 
 
 
 
Long-term debt
 
1,151

 
1

 
140

 

 
1,292

Employee benefit obligations
 

 
317

 
16

 

 
333

Other noncurrent liabilities
 
33

 
141

 
2

 

 
176

Total noncurrent liabilities
 
1,184

 
459

 
158

 

 
1,801

Commitments and contingencies
 

 

 

 

 

Stockholders’ (deficit) equity
 
(358
)
 
801

 
509

 
(1,310
)
 
(358
)
Total liabilities and stockholders’ deficit/equity
 
$
866

 
$
1,669

 
$
748

 
$
(1,429
)
 
$
1,854


Condensed Consolidating Balance Sheets
Condensed Consolidating Balance Sheets
 
 
 
 
 
 
 
 
As of September 30, 2018
 
 
 
 
 
 
 
 
(In millions)
 
Valvoline Inc.
(Parent Issuer)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$

 
$
20

 
$
76

 
$

 
$
96

Accounts receivable, net
 

 
48

 
480

 
(119
)
 
409

Inventories, net
 

 
95

 
81

 

 
176

Prepaid expenses and other current assets
 
1

 
38

 
5

 

 
44

Total current assets
 
1

 
201

 
642

 
(119
)
 
725

Noncurrent assets
 
 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
 

 
384

 
36

 

 
420

Goodwill and intangibles, net
 

 
396

 
52

 

 
448

Equity method investments
 

 
31

 

 

 
31

Investment in subsidiaries
 
801

 
509

 

 
(1,310
)
 

Deferred income taxes
 
62

 
63

 
13

 

 
138

Other noncurrent assets
 
2

 
85

 
5

 

 
92

Total noncurrent assets
 
865

 
1,468

 
106

 
(1,310
)
 
1,129

Total assets
 
$
866

 
$
1,669

 
$
748

 
$
(1,429
)
 
$
1,854

 
 
 
 
 
 
 
 
 
 
 
Liabilities and Stockholders’ Deficit
 
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
 
Current portion of long-term debt
 
$
30

 
$

 
$

 
$

 
$
30

Trade and other payables
 
3

 
241

 
53

 
(119
)
 
178

Accrued expenses and other liabilities
 
7

 
168

 
28

 

 
203

Total current liabilities
 
40

 
409

 
81

 
(119
)
 
411

Noncurrent liabilities
 
 
 
 
 
 
 
 
 
 
Long-term debt
 
1,151

 
1

 
140

 

 
1,292

Employee benefit obligations
 

 
317

 
16

 

 
333

Other noncurrent liabilities
 
33

 
141

 
2

 

 
176

Total noncurrent liabilities
 
1,184

 
459

 
158

 

 
1,801

Commitments and contingencies
 

 

 

 

 

Stockholders’ (deficit) equity
 
(358
)
 
801

 
509

 
(1,310
)
 
(358
)
Total liabilities and stockholders’ deficit/equity
 
$
866

 
$
1,669

 
$
748

 
$
(1,429
)
 
$
1,854


Condensed Consolidating Balance Sheets
 
 
 
 
 
 
 
 
As of September 30, 2017
 
 
 
 
 
 
 
 
(In millions)
 
Valvoline Inc.
(Parent Issuer)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$

 
$
99

 
$
102

 
$

 
$
201

Accounts receivable, net
 

 
57

 
389

 
(61
)
 
385

Inventories, net
 

 
94

 
81

 

 
175

Prepaid expenses and other current assets
 

 
25

 
4

 

 
29

Total current assets
 

 
275

 
576

 
(61
)
 
790

Noncurrent assets
 
 
 
 
 
 
 
 
 
 
Property, plant and equipment, net
 

 
353

 
38

 

 
391

Goodwill and intangibles, net
 

 
333

 
2

 

 
335

Equity method investments
 

 
30

 

 

 
30

Investment in subsidiaries
 
606

 
447

 

 
(1,053
)
 

Deferred income taxes
 
145

 
122

 
14

 

 
281

Other noncurrent assets
 
314

 
80

 
6

 
(312
)
 
88

Total noncurrent assets
 
1,065

 
1,365

 
60

 
(1,365
)
 
1,125

Total assets
 
$
1,065

 
$
1,640

 
$
636

 
$
(1,426
)
 
$
1,915

 
 
 
 
 
 
 
 
 
 
 
Liabilities and Stockholders’ Deficit
 
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
 
Short-term debt
 
$

 
$

 
$
75

 
$

 
$
75

Current portion of long-term debt
 
15

 

 

 

 
15

Trade and other payables
 
2

 
198

 
53

 
(61
)
 
192

Accrued expenses and other liabilities
 
103

 
60

 
33

 

 
196

Total current liabilities
 
120

 
258

 
161

 
(61
)
 
478

Noncurrent liabilities
 
 
 
 
 
 
 
 
 
 
Long-term debt
 
1,032

 
2

 

 

 
1,034

Employee benefit obligations
 

 
321

 
21

 

 
342

Other noncurrent liabilities
 
30

 
453

 
7

 
(312
)
 
178

Total noncurrent liabilities
 
1,062

 
776

 
28

 
(312
)
 
1,554

Commitments and contingencies
 

 

 

 

 

Stockholders’ (deficit) equity
 
(117
)
 
606

 
447

 
(1,053
)
 
(117
)
Total liabilities and stockholders’ deficit/equity
 
$
1,065

 
$
1,640

 
$
636

 
$
(1,426
)
 
$
1,915

Condensed Consolidating Statements of Cash Flows
Condensed Consolidating Statements of Cash Flows
 
 
 
 
 
 
For the year ended September 30, 2018
 
 
 
 
 
 
 
 
(In millions)
 
Valvoline Inc.
(Parent Issuer)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Cash flows (used in) provided by operating activities
 
$
(57
)
 
$
390

 
$
(13
)
 
$

 
$
320

Cash flows from investing activities
 
 
 
 
 
 
 
 
 
 
Additions to property, plant and equipment
 

 
(88
)
 
(5
)
 

 
(93
)
Acquisitions, net of cash required
 

 
(72
)
 
(53
)
 

 
(125
)
Other investing activities, net
 

 
5

 

 

 
5

Return of advance from subsidiary
 
312

 

 

 
(312
)
 

Cash flows provided by (used in) investing activities
 
312

 
(155
)
 
(58
)
 
(312
)
 
(213
)
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
 
Proceeds from borrowings, net of issuance costs
 
203

 

 
101

 

 
304

Repayments on borrowings
 
(72
)
 

 
(36
)
 

 
(108
)
Repurchases of common stock
 
(325
)
 

 

 

 
(325
)
Purchase of additional ownership in subsidiary
 

 

 
(15
)
 

 
(15
)
Cash dividends paid
 
(58
)
 

 

 

 
(58
)
Other financing activities
 
(3
)
 
(2
)
 
(2
)
 

 
(7
)
Other intercompany activity, net
 

 
(312
)
 

 
312

 

Cash flows (used in) provided by financing activities
 
(255
)
 
(314
)
 
48

 
312

 
(209
)
Effect of currency exchange rate changes on cash and cash equivalents
 

 

 
(3
)
 

 
(3
)
Decrease in cash and cash equivalents
 

 
(79
)
 
(26
)
 

 
(105
)
Cash and cash equivalents - beginning of year
 

 
99

 
102

 

 
201

Cash and cash equivalents - end of year
 
$

 
$
20

 
$
76

 
$

 
$
96


Condensed Consolidating Statements of Cash Flows
 
 
 
 
 
 
For the year ended September 30, 2017
 
 
 
 
 
 
 
 
(In millions)
 
Valvoline Inc.
(Parent Issuer)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Cash flows provided by (used in) operating activities
 
$
97

 
$
(180
)
 
$
(47
)
 
$

 
$
(130
)
Cash flows from investing activities
 
 
 
 
 
 
 
 
 
 
Additions to property, plant and equipment
 

 
(64
)
 
(4
)
 

 
(68
)
Acquisitions, net of cash required
 

 
(68
)
 

 

 
(68
)
Other investing activities, net
 

 
1

 

 

 
1

Advance to subsidiary
 
(312
)
 

 

 
312

 

Cash flows used in investing activities
 
(312
)
 
(131
)
 
(4
)
 
312

 
(135
)
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
 
Net transfers from Ashland
 
5

 

 

 

 
5

Proceeds from borrowings, net of issuance costs
 
395

 

 
75

 

 
470

Repayments on borrowings
 
(90
)
 

 

 

 
(90
)
Repurchases of common stock
 
(50
)
 

 

 

 
(50
)
Cash dividends paid
 
(40
)
 

 

 

 
(40
)
Other intercompany activity, net
 
(5
)
 
317

 

 
(312
)
 

Cash flows provided by financing activities
 
215

 
317

 
75

 
(312
)
 
295

Effect of currency exchange rate changes on cash and cash equivalents
 

 

 
(1
)
 

 
(1
)
Increase in cash and cash equivalents
 

 
6

 
23

 

 
29

Cash and cash equivalents - beginning of year
 

 
93

 
79

 

 
172

Cash and cash equivalents - end of year
 
$

 
$
99

 
$
102

 
$

 
$
201


Condensed Consolidating Statements of Cash Flows
 
 
 
 
 
 
For the year ended September 30, 2016
 
 
 
 
 
 
 
 
(In millions)
 
Valvoline Inc.
(Parent Issuer)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
Cash flows (used in) provided by operating activities
 
$
(35
)
 
$
307

 
$
39

 
$

 
$
311

Cash flows from investing activities
 
 
 
 
 
 
 
 
 
 
Additions to property, plant and equipment
 

 
(60
)
 
(6
)
 

 
(66
)
Acquisitions, net of cash required
 

 
(83
)
 

 

 
(83
)
Other investing activities, net
 

 
1

 

 

 
1

Cash flows used in investing activities
 

 
(142
)
 
(6
)
 

 
(148
)
Cash flows from financing activities
 

 

 

 

 

Net transfers to Ashland
 
(1,504
)
 

 

 

 
(1,504
)
Cash contributions from Ashland
 
60

 

 

 

 
60

Proceeds from initial public offering, net of offering costs
 
719

 

 

 

 
719

Proceeds from borrowings, net of issuance costs
 
1,372

 

 

 

 
1,372

Repayments on borrowings
 
(637
)
 

 

 

 
(637
)
Other intercompany activity, net
 
25

 
(72
)
 
47

 

 

Cash flows provided by (used in) financing activities
 
35

 
(72
)
 
47

 

 
10

Effect of currency exchange rate changes on cash and cash equivalents
 

 

 
(1
)
 

 
(1
)
Increase in cash and cash equivalents
 

 
93

 
79

 

 
172

Cash and cash equivalents - beginning of year
 

 

 

 

 

Cash and cash equivalents - end of year
 
$

 
$
93

 
$
79

 
$

 
$
172




v3.10.0.1
Description of Business and Basis of Presentation (Details) - USD ($)
shares in Millions
Sep. 28, 2016
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
Related Party Transaction [Line Items]          
Common stock outstanding (in shares)   188.0 203.0    
Stockholders’ (deficit) equity   $ (358,000,000) $ (117,000,000) $ (330,000,000) $ 617,000,000
Ashland’s net investment          
Related Party Transaction [Line Items]          
Stockholders’ (deficit) equity   $ 0 $ 0 $ (1,039,000,000) $ 678,000,000
IPO          
Related Party Transaction [Line Items]          
Shares issued in connection with IPO (shares) 34.5        
Majority Shareholder          
Related Party Transaction [Line Items]          
Ashland ownership percentage 83.00%        
Ashland | Majority Shareholder          
Related Party Transaction [Line Items]          
Common stock outstanding (in shares) 170.0        
v3.10.0.1
Significant Accounting Policies - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Dec. 31, 2018
Property, Plant and Equipment [Line Items]                        
Shipping and handling costs recorded in sales                 $ 10 $ 16 $ 16  
Sales rebates and discounts                 357 360 388  
Reserves for customer programs and incentives $ 57       $ 54       57 54    
Revenues 594 $ 577 $ 569 $ 545 547 $ 534 $ 514 $ 489 2,285 2,084 1,929  
Advertising costs                 63 61 58  
Research and development costs                 14 13 13  
Reduction of operating income as a result of adopting new accounting guidance (105) $ (102) $ (100) $ (88) (113) $ (87) $ (100) $ (94) (395) (394) (396)  
Reduction in retained earnings from adoption of new accounting guidance 399       $ 167       399 167    
Accounting Standards Update 2017-07                        
Property, Plant and Equipment [Line Items]                        
Reduction of operating income as a result of adopting new accounting guidance                   138 35  
Accounting Standards Update 2018-02                        
Property, Plant and Equipment [Line Items]                        
Reduction in retained earnings from adoption of new accounting guidance $ 8               8      
Franchise                        
Property, Plant and Equipment [Line Items]                        
Revenues                 $ 29 $ 28 $ 25  
Minimum | Buildings                        
Property, Plant and Equipment [Line Items]                        
Estimated useful life of property, plant and equipment                 P5Y      
Minimum | Machinery and equipment                        
Property, Plant and Equipment [Line Items]                        
Estimated useful life of property, plant and equipment                 P5Y      
Maximum | Buildings                        
Property, Plant and Equipment [Line Items]                        
Estimated useful life of property, plant and equipment                 P25Y      
Maximum | Machinery and equipment                        
Property, Plant and Equipment [Line Items]                        
Estimated useful life of property, plant and equipment                 P30Y      
Difference between Revenue Guidance in Effect before and after Topic 606 | Minimum | Accounting Standards Update 2014-09 | Scenario, Forecast                        
Property, Plant and Equipment [Line Items]                        
Reduction in retained earnings from adoption of new accounting guidance                       $ 15
Difference between Revenue Guidance in Effect before and after Topic 606 | Maximum | Accounting Standards Update 2014-09 | Scenario, Forecast                        
Property, Plant and Equipment [Line Items]                        
Reduction in retained earnings from adoption of new accounting guidance                       $ 20
v3.10.0.1
Fair Value Measurements - Schedule of Assets and Liabilities at Fair Value (Details) - Recurring - USD ($)
$ in Millions
Sep. 30, 2018
Sep. 30, 2017
Other noncurrent assets    
Total assets at fair value $ 53 $ 77
Accrued expenses and other liabilities    
Total liabilities at fair value 1 1
Level 1    
Other noncurrent assets    
Non-qualified trust funds 25 30
Level 2    
Prepaid expenses and other current assets    
Currency derivatives 1 1
Accrued expenses and other liabilities    
Currency derivatives 1 1
Money market funds | Level 1    
Cash and cash equivalents    
Cash and cash equivalents 5 11
Time deposits | Level 2    
Cash and cash equivalents    
Cash and cash equivalents $ 22 $ 35
v3.10.0.1
Fair Value Measurements - Narrative (Details) - USD ($)
12 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Aug. 31, 2017
Jul. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Length of time to be considered time deposit 3 months      
Expiration period 12 months      
Senior Notes | 2024 Notes        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Interest rate of debt       5.50%
Aggregate principal amount       $ 375,000,000
Senior Notes | 2025 Notes        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Interest rate of debt     4.375%  
Aggregate principal amount     $ 400,000,000  
Foreign Exchange Contract | Not Designated as Hedging Instrument        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Outstanding derivative contracts notional value $ 74,000,000 $ 47,000,000    
v3.10.0.1
Fair Value Measurements - Fair Value of Debt (Details) - USD ($)
$ in Millions
Sep. 30, 2018
Sep. 30, 2017
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Unamortized discount and issuance costs $ 11 $ 13
Level 2 | Fair value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term debt fair value 752 809
Level 2 | Fair value | Senior Notes | 2024 Notes    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term debt fair value 376 401
Level 2 | Fair value | Senior Notes | 2025 Notes    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term debt fair value 376 408
Level 2 | Carrying value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term debt fair value 765 764
Unamortized discount and issuance costs (10) (11)
Level 2 | Carrying value | Senior Notes | 2024 Notes    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term debt fair value 370 370
Unamortized discount and issuance costs (5) (5)
Level 2 | Carrying value | Senior Notes | 2025 Notes    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term debt fair value 395 394
Unamortized discount and issuance costs $ (5) $ (6)
v3.10.0.1
Acquisitions and Divestitures - Narrative (Details)
$ in Millions
1 Months Ended 12 Months Ended
Jul. 13, 2018
USD ($)
company-owned_and_franchised_locations
franchise_service_center_stores
Oct. 02, 2017
USD ($)
franchise
Jan. 31, 2017
USD ($)
service_center_store
Feb. 01, 2016
USD ($)
service_center_store
franchise_service_center_stores
Dec. 31, 2017
USD ($)
Sep. 30, 2018
USD ($)
service_center_store
franchise_service_center_stores
Sep. 30, 2017
USD ($)
service_center_store
franchise_service_center_stores
Sep. 30, 2016
USD ($)
service_center_store
franchise_service_center_stores
Nov. 30, 2017
Business Acquisition [Line Items]                  
Number of service center stores | service_center_store           136 43 104  
Purchase price           $ 125 $ 72 $ 79  
Number of franchise service center stores acquired | franchise_service_center_stores           73 14 42  
Number of former franchise service center stores acquired | franchise_service_center_stores           60   9  
Number of service center stores acquired in single and multi-store transactions | service_center_store           3 29 53  
Payments for business acquisition               $ 4  
Goodwill           $ 381 $ 330 264  
Quick Lubes                  
Business Acquisition [Line Items]                  
Number of service center stores | service_center_store           7 15    
Goodwill           $ 252 $ 201 $ 135  
Quick Lubes | Disposal Group, Disposed of by Sale, Not Discontinued Operations                  
Business Acquisition [Line Items]                  
Number of service center stores sold to franchisee | service_center_store           2      
Gain on sale           $ 2      
THAILAND                  
Business Acquisition [Line Items]                  
Equity method ownership percentage                 70.00%
Additional ownership percentage of joint venture, purchased         30.00%        
Consideration paid to acquire additional interest in subsidiary         $ 16        
Customer relationships                  
Business Acquisition [Line Items]                  
Weighted average useful life           13 years      
Henley Bluewater, LLC                  
Business Acquisition [Line Items]                  
Purchase price   $ 60              
Number of former franchise service center stores acquired | franchise   56              
Goodwill   $ 36              
Weighted average useful life           7 years      
Great Canadian Oil Change                  
Business Acquisition [Line Items]                  
Purchase price $ 53                
Number of franchise service center stores acquired | franchise_service_center_stores 73                
Goodwill $ 16                
Number of company-owned and franchised locations in North America | company-owned_and_franchised_locations 1,200                
Great Canadian Oil Change | Trade Names                  
Business Acquisition [Line Items]                  
Weighted average useful life           20 years      
Increase in intangible assets as a result of adjustment $ 27                
Great Canadian Oil Change | Customer relationships                  
Business Acquisition [Line Items]                  
Weighted average useful life           15 years      
Increase in intangible assets as a result of adjustment $ 9                
Time-It Lube                  
Business Acquisition [Line Items]                  
Number of service center stores | service_center_store     28            
Purchase price     $ 49            
Goodwill     $ 45            
Oil Can Henry's International, Inc.                  
Business Acquisition [Line Items]                  
Number of service center stores | service_center_store       47          
Purchase price       $ 62          
Number of franchise service center stores acquired | franchise_service_center_stores       42          
Goodwill       $ 82          
Assumption of debt in business acquisition       $ 11          
v3.10.0.1
Acquisitions and Divestitures - Schedule of Aggregate Cash Consideration and Total Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Millions
12 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Business Acquisition [Line Items]      
Inventories $ 2 $ 1 $ 1
Other current assets 1 0 1
Property, plant and equipment 2 2 9
Goodwill 58 60 94
Other noncurrent assets 0 0 3
Trade and other payables 0 0 (11)
Debt 0 0 (11)
Other noncurrent liabilities 0 0 (9)
Net assets acquired 125 72 79
Goodwill not expected to be deductible for tax purposes     83
Trademarks and trade names      
Business Acquisition [Line Items]      
Intangible assets $ 27 1 1
Weighted average useful life 19 years    
Reacquired franchise rights      
Business Acquisition [Line Items]      
Intangible assets $ 26 6 0
Purchase accounting adjustment, increase in finite lived intangible assets   6  
Weighted average useful life 8 years    
Customer relationships      
Business Acquisition [Line Items]      
Intangible assets $ 9 2 0
Weighted average useful life 13 years    
Other intangible assets      
Business Acquisition [Line Items]      
Intangible assets $ 0 $ 0 $ 1
v3.10.0.1
Equity Method Investments - Narrative (Details) - USD ($)
$ in Millions
Sep. 30, 2018
Sep. 30, 2017
Schedule of Equity Method Investments [Line Items]    
Equity method investments $ 31 $ 30
Undistributed earnings from affiliates 30 28
Outstanding receivable balances with affiliates $ 6 $ 3
Corporate Joint Venture | Cummins    
Schedule of Equity Method Investments [Line Items]    
Interest in joint ventures (in percent) 50.00%  
v3.10.0.1
Equity Method Investments - Summarized Financial Information (Details) - USD ($)
$ in Millions
12 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Financial position      
Current assets $ 116 $ 105  
Current liabilities (76) (69)  
Working capital 40 36  
Noncurrent assets 23 25  
Noncurrent liabilities (1) (1)  
Stockholders’ equity 62 60  
Results of operations      
Sales 313 289 $ 255
Income from operations 62 53 46
Net income 27 25 23
Amounts recorded by Valvoline      
Equity income 14 12 12
Distributions received 10 8 16
Royalty income 8 7 4
Sales to 12 12 10
Purchases from $ 2 $ 0 $ 0
v3.10.0.1
Accounts Receivable - Summary (Details) - USD ($)
$ in Millions
Sep. 30, 2018
Sep. 30, 2017
Receivables [Abstract]    
Trade $ 390 $ 362
Other 26 28
Accounts receivable, gross 416 390
Allowance for doubtful accounts (7) (5)
Total accounts receivable, net $ 409 $ 385
v3.10.0.1
Accounts Receivable - Narrative (Details) - USD ($)
$ in Millions
Sep. 30, 2018
Sep. 30, 2017
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts receivable sold to financial institutions $ 129 $ 50
Ashland    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Accounts receivable sold to financial institutions   40
Aggregate accounts receivable sold by Ashland to financial institutions   $ 90
v3.10.0.1
Inventories (Details) - USD ($)
$ in Millions
Sep. 30, 2018
Sep. 30, 2017
Inventory, Net [Abstract]    
Finished products $ 189 $ 180
Raw materials, supplies and work in process 30 31
Reserve for LIFO cost valuation (40) (33)
Excess and obsolete inventory reserves (3) (3)
Inventories 176 175
Lubricants    
Inventory [Line Items]    
Replacement cost $ 89 $ 83
v3.10.0.1
Property, Plant and Equipment - Summary of Property, Plant and Equipment (Details) - USD ($)
$ in Millions
12 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Property, Plant and Equipment [Line Items]      
Total property, plant and equipment $ 847 $ 823  
Accumulated depreciation (427) (432)  
Net property, plant and equipment 420 391  
Non-cash accruals 13 39  
Depreciation (includes capital leases) 49 42 $ 38
Land      
Property, Plant and Equipment [Line Items]      
Total property, plant and equipment 51 51  
Buildings      
Property, Plant and Equipment [Line Items]      
Total property, plant and equipment 292 286  
Machinery and equipment      
Property, Plant and Equipment [Line Items]      
Total property, plant and equipment 442 442  
Construction in progress      
Property, Plant and Equipment [Line Items]      
Total property, plant and equipment 62 44  
Assets Held under Capital Leases      
Property, Plant and Equipment [Line Items]      
Total property, plant and equipment 22 28  
Accumulated depreciation $ (4) $ (4)  
v3.10.0.1
Goodwill and Other Intangibles - Summary of Goodwill (Details)
$ in Millions
12 Months Ended
Sep. 30, 2018
USD ($)
service_center_store
Sep. 30, 2017
USD ($)
service_center_store
Sep. 30, 2016
USD ($)
service_center_store
Goodwill [Line Items]      
Number of service center stores | service_center_store 136 43 104
Goodwill [Roll Forward]      
Goodwill, beginning balance $ 330 $ 264  
Acquisitions 52 66  
Dispositions (1)    
Goodwill, ending balance 381 330 $ 264
Core North America      
Goodwill [Roll Forward]      
Goodwill, beginning balance 89 89  
Acquisitions 0 0  
Dispositions 0    
Goodwill, ending balance $ 89 $ 89 89
Quick Lubes      
Goodwill [Line Items]      
Number of service center stores | service_center_store 7 15  
Goodwill [Roll Forward]      
Goodwill, beginning balance $ 201 $ 135  
Acquisitions 52 66  
Dispositions (1)    
Goodwill, ending balance $ 252 201 135
Quick Lubes | Disposal Group, Disposed of by Sale, Not Discontinued Operations      
Goodwill [Line Items]      
Number of quick lube service center stores sold | service_center_store 2    
International      
Goodwill [Roll Forward]      
Goodwill, beginning balance $ 40 40  
Acquisitions 0 0  
Dispositions 0    
Goodwill, ending balance $ 40 $ 40 $ 40
v3.10.0.1
Goodwill and Other Intangibles - Schedule of Finite-Lived Intangible Assets (Details) - USD ($)
$ in Millions
Sep. 30, 2018
Sep. 30, 2017
Finite-Lived Intangible Assets [Line Items]    
Gross carrying amount $ 76 $ 8
Accumulated amortization (9) (3)
Net carrying amount 67 5
Trademarks and trade names    
Finite-Lived Intangible Assets [Line Items]    
Gross carrying amount 29 2
Accumulated amortization (2) (1)
Net carrying amount 27 1
Reacquired franchise rights    
Finite-Lived Intangible Assets [Line Items]    
Gross carrying amount 32 0
Accumulated amortization (4) 0
Net carrying amount 28 0
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross carrying amount 14 5
Accumulated amortization (3) (2)
Net carrying amount 11 3
Other intangible assets    
Finite-Lived Intangible Assets [Line Items]    
Gross carrying amount 1 1
Accumulated amortization 0 0
Net carrying amount $ 1 $ 1
v3.10.0.1
Goodwill and Other Intangibles - Actual and Estimated Amortization Expense (Details)
$ in Millions
12 Months Ended
Sep. 30, 2018
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
Amortization expense $ 6
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]  
2019 7
2020 7
2021 7
2022 6
2023 $ 6
v3.10.0.1
Debt - Schedule of Long Term Debt (Details) - USD ($)
$ in Millions
Sep. 30, 2018
Sep. 30, 2017
Debt Instrument [Line Items]    
Debt gross $ 1,333  
Short-term debt 0 $ 75
Other (10) (11)
Total debt 1,322 1,124
Current portion of long-term debt 30 15
Long-term debt 1,292 1,034
Debt issuance cost discounts 11 13
Debt acquired through acquisitions 1 2
2025 Notes | Senior Notes    
Debt Instrument [Line Items]    
Debt gross 400 400
2024 Notes | Senior Notes    
Debt Instrument [Line Items]    
Debt gross $ 375 375
Trade Receivables Facility | Line of Credit | Secured Debt    
Debt Instrument [Line Items]    
Short-term debt   $ 75
v3.10.0.1
Debt - Narrative (Details)
1 Months Ended 3 Months Ended 12 Months Ended
Dec. 31, 2017
USD ($)
Aug. 31, 2017
USD ($)
Jul. 31, 2016
USD ($)
Dec. 31, 2016
USD ($)
Sep. 30, 2018
USD ($)
Sep. 30, 2017
USD ($)
Sep. 30, 2016
USD ($)
Aug. 02, 2018
USD ($)
Nov. 20, 2017
USD ($)
Nov. 30, 2016
USD ($)
Debt Instrument [Line Items]                    
Proceeds from borrowings, net of issuance costs         $ 304,000,000 $ 470,000,000 $ 1,372,000,000      
Amount outstanding         1,333,000,000          
Quarterly installments due in fiscal 2019         30,000,000          
Quarterly installments due in fiscal 2020         30,000,000          
Quarterly installments due in fiscal 2021         497,000,000          
Repayments on borrowings         108,000,000 90,000,000 $ 637,000,000      
Outstanding balance of short-term debt         0 75,000,000        
Revolver                    
Debt Instrument [Line Items]                    
Borrowings from revolving facility         204,000,000          
Repayments towards revolving facility         57,000,000          
Remaining borrowing capacity         293,000,000          
Letter of Credit                    
Debt Instrument [Line Items]                    
Letters of credit outstanding               $ 10,000,000    
IPO                    
Debt Instrument [Line Items]                    
Proceeds from initial public offering used to repay outstanding debt $ 0                  
Line of Credit | Revolver                    
Debt Instrument [Line Items]                    
Outstanding amount under revolver         147,000,000 0        
2025 Notes | Senior Notes                    
Debt Instrument [Line Items]                    
Interest rate of debt   4.375%                
Aggregate principal amount   $ 400,000,000                
Proceeds from borrowings, net of issuance costs   $ 394,000,000                
Amount outstanding         400,000,000 400,000,000        
2024 Notes | Senior Notes                    
Debt Instrument [Line Items]                    
Interest rate of debt     5.50%              
Aggregate principal amount     $ 375,000,000              
Proceeds from borrowings, net of issuance costs     $ 370,000,000              
Amount outstanding         375,000,000 375,000,000        
2016 Credit Facilities                    
Debt Instrument [Line Items]                    
Principal amount of line of credit         $ 1,325,000,000          
Maximum consolidated leverage ratio         4.5          
Minimum consolidated interest coverage ratio         3.0          
2016 Credit Facilities | Minimum | London Interbank Offered Rate (LIBOR)                    
Debt Instrument [Line Items]                    
Debt instrument, basis spread on variable rate         1.50%          
2016 Credit Facilities | Minimum | Base Rate                    
Debt Instrument [Line Items]                    
Debt instrument, basis spread on variable rate         0.50%          
2016 Credit Facilities | Maximum | London Interbank Offered Rate (LIBOR)                    
Debt Instrument [Line Items]                    
Debt instrument, basis spread on variable rate         2.50%          
2016 Credit Facilities | Maximum | Base Rate                    
Debt Instrument [Line Items]                    
Debt instrument, basis spread on variable rate         1.50%          
2016 Credit Facilities | Line of Credit | Revolver                    
Debt Instrument [Line Items]                    
Principal amount of line of credit         $ 450,000,000          
Term of debt         5 years          
2016 Credit Facilities | Line of Credit | Letter of Credit                    
Debt Instrument [Line Items]                    
Principal amount of line of credit         $ 100,000,000          
Term Loans | Line of Credit | Secured Debt                    
Debt Instrument [Line Items]                    
Principal amount of line of credit         $ 875,000,000          
Term of debt         5 years          
Amount outstanding         $ 270,000,000 285,000,000        
Quarterly installments due in fiscal 2019         8,000,000          
Quarterly installments due in fiscal 2020         8,000,000          
Quarterly installments due in fiscal 2021         $ 15,000,000          
Trade Receivables Facility | Secured Debt                    
Debt Instrument [Line Items]                    
Principal amount of line of credit                 $ 175,000,000 $ 125,000,000
Term of debt         1 year          
Trade Receivables Facility | Line of Credit | Secured Debt                    
Debt Instrument [Line Items]                    
Proceeds from borrowings, net of issuance costs       $ 75,000,000            
Outstanding balance of short-term debt           75,000,000        
Trade Receivables Facility | Line of Credit | Secured Debt                    
Debt Instrument [Line Items]                    
Proceeds from borrowings, net of issuance costs         $ 101,000,000          
Outstanding amount under revolver         140,000,000          
Repayments on borrowings         36,000,000          
Outstanding balance of short-term debt           $ 75,000,000        
Remaining borrowing capacity         $ 35,000,000          
Weighted-average interest rate         2.80% 1.80%        
Trade Receivables Facility | Line of Credit | Secured Debt | Financing Subsidiary                    
Debt Instrument [Line Items]                    
Accounts receivable pledged as collateral         $ 275,000,000 $ 247,000,000        
v3.10.0.1
Debt Debt - Schedule of Maturities of Long-Term Debt (Details)
$ in Millions
Sep. 30, 2018
USD ($)
Debt Disclosure [Abstract]  
2019 $ 30
2020 30
2021 497
2022 0
2023 0
Thereafter 776
Total $ 1,333
v3.10.0.1
Lease Commitments - Future Minimum Rental Payments (Details)
$ in Millions
Sep. 30, 2018
USD ($)
Operating leases  
2019 $ 28
2020 23
2021 21
2022 18
2023 16
Thereafter 64
Total future minimum lease payments 170
Capital leases and financing obligations  
2018 6
2019 6
2020 6
2021 6
2022 6
Thereafter 50
Total future minimum lease payments 80
Imputed interest (33)
Present value of minimum lease payments 47
Minimum sublease rentals due under noncancelable subleases $ 4
v3.10.0.1
Lease Commitments - Rental Expense Under Operating Leases (Details) - USD ($)
$ in Millions
12 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Leases [Abstract]      
Minimum rentals $ 25 $ 18 $ 15
Contingent rentals 2 2 2
Sublease rental income (2) (1) (1)
Rental expense under operating leases $ 25 $ 19 $ 16
v3.10.0.1
Income Taxes - Components of Income Before Income Taxes and Reconciliation of Statutory Federal Income Tax (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Income before income taxes                      
United States                 $ 282 $ 433 $ 382
Non-U.S.                 50 57 39
Income before income taxes $ 57 $ 97 $ 94 $ 84 $ 177 $ 94 $ 109 $ 110 $ 332 $ 490 $ 421
U.S. statutory tax rate                 24.50% 35.00% 35.00%
Income taxes computed at U.S. statutory tax rate                 $ 81 $ 171 $ 147
Increase (decrease) in amount computed resulting from:                      
Unrecognized tax benefits                 0 2 3
State taxes, net of federal benefit                 14 17 16
International rate differential                 0 (7) (5)
Permanent items                 (3) (8) (11)
Remeasurement of net deferred taxes                 73 0 0
Deemed repatriation                 4 0 0
Tax Matters Agreement activity                 (2) 10 0
Other                 (1) 1 (2)
Income tax expense $ 2 $ 3 $ 2 $ 71         $ 166 $ 186 $ 148
Effective tax rate                 50.00% 38.00% 35.20%
v3.10.0.1
Income Taxes - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2017
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Income Tax Contingency [Line Items]              
Federal corporate statutory income tax blended rate         24.50% 35.00% 35.00%
Increase in income tax resulting from U.S. tax reform legislation         $ 71    
Repatriation tax on unremitted non-U.S. earnings         4    
Estimated incremental withholding taxes $ 2       2 $ 3  
Income tax expense (benefit) 2 $ 3 $ 2 $ 71 166 186 $ 148
Gross liability resulting from mandatory deemed repatriation 23       23    
Previously unrecognized foreign tax credits         19    
Amount of unrecognized tax benefit, if recognized, would affect the tax rate 10       10 10  
KENTUCKY              
Income Tax Contingency [Line Items]              
Income tax expense (benefit)         4    
Ashland | Tax Matters Agreement | Affiliated Entity              
Income Tax Contingency [Line Items]              
Increase (decrease) in due to affiliates recognized in selling, general and administrative expense         7 (16)  
Tax benefit primarily related to higher expected utilization of tax attributes payable         3    
Income tax expense (benefit)         (5) 16  
Net tax-sharing payments           48  
Due to (from) related party $ (66)       (66) $ (62)  
Ashland | Tax Matters Agreement | Affiliated Entity | Legacy And Separation-Related Expenses, Net              
Income Tax Contingency [Line Items]              
Increase (decrease) in due to affiliates recognized in selling, general and administrative expense         8    
Ashland | Tax Matters Agreement | Affiliated Entity | KENTUCKY              
Income Tax Contingency [Line Items]              
Increase (decrease) in due to affiliates recognized in selling, general and administrative expense         4    
Income tax expense (benefit)         4    
Domestic Tax Authority              
Income Tax Contingency [Line Items]              
Increase in income tax resulting from U.S. tax reform legislation         67    
Accumulated other comprehensive (loss) income              
Income Tax Contingency [Line Items]              
Reclassification of income tax effects of U.S. tax reform         $ 8    
v3.10.0.1
Income Taxes - Schedule of Income Tax Expense (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2017
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Current              
Federal         $ (2) $ 47 $ 99
State         6 8 24
Non-U.S.         17 14 12
Current income tax expense         21 69 135
Deferred              
Federal         136 106 14
State         9 12 2
Non-U.S.         0 (1) (3)
Deferred income tax expense         145 117 13
Income tax expense $ 2 $ 3 $ 2 $ 71 $ 166 $ 186 $ 148
v3.10.0.1
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Millions
Sep. 30, 2018
Sep. 30, 2017
Deferred tax assets    
Federal net operating loss carryforwards $ 0 $ 96
Non-U.S. net operating loss carryforwards 2 1
State net operating loss carryforwards 19 28
Employee benefit obligations 86 132
Compensation accruals 21 29
Credit carryforwards 36 13
Other 9 13
Valuation allowances (7) (8)
Net deferred tax assets 166 304
Deferred tax liabilities    
Goodwill and other intangibles 3 3
Property, plant and equipment 23 17
Undistributed earnings 2 3
Total deferred tax liabilities 28 23
Total net deferred tax assets 138 $ 281
Foreign Tax Authority    
Operating Loss Carryforwards [Line Items]    
Operating loss carryforwards 5  
Expiration Years 2020 Through 2033 | Foreign Tax Authority    
Operating Loss Carryforwards [Line Items]    
Operating loss carryforwards 7  
Expiration Years 2019 Through 2037 | State and Local Jurisdiction    
Operating Loss Carryforwards [Line Items]    
Operating loss carryforwards $ 481  
v3.10.0.1
Income Taxes - Schedule of Gross Unrecognized Tax Benefits (Details) - USD ($)
$ in Millions
12 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]      
Unrecognized tax benefits, beginning of period $ 10 $ 8 $ 5
Increases related to tax positions from prior years 2 0 2
Increases related to tax positions taken during the current year 1 2 1
Settlements with tax authorities (2) 0 0
Lapses of statutes of limitation (1) 0 0
Unrecognized tax benefits, end of period 10 10 $ 8
Accrual for tax interest and penalties $ 1 $ 1  
v3.10.0.1
Employee Benefit Plans - Narrative (Details)
1 Months Ended 3 Months Ended 12 Months Ended
Aug. 29, 2017
USD ($)
participant
Sep. 30, 2018
USD ($)
multiemployer_plan
participant
Dec. 31, 2016
USD ($)
Sep. 30, 2018
USD ($)
multiemployer_plan
Sep. 30, 2017
USD ($)
Sep. 30, 2016
USD ($)
Oct. 31, 2018
USD ($)
Apr. 30, 2018
USD ($)
Defined Benefit Plan Disclosure [Line Items]                
Remeasurement gain (loss)     $ 8,000,000 $ (38,000,000) $ 68,000,000 $ 42,000,000    
Contribution plan expense       $ 14,000,000 14,000,000 11,000,000    
Number of multiemployer plans | multiemployer_plan   2   2        
Estimated partial withdrawal liability               $ 30,000,000
Subsequent Event                
Defined Benefit Plan Disclosure [Line Items]                
Potential settlement amount             $ 10,000,000  
Domestic Plan | Fixed securities                
Defined Benefit Plan Disclosure [Line Items]                
Target asset allocations   75.00%   75.00%        
Domestic Plan | Equity securities                
Defined Benefit Plan Disclosure [Line Items]                
Target asset allocations   25.00%   25.00%        
Pension benefits                
Defined Benefit Plan Disclosure [Line Items]                
Remeasurement gain (loss)       $ 95,000,000 60,000,000      
Accumulated benefit obligations   $ 2,087,000,000   2,087,000,000 2,381,000,000 3,138,000,000    
Employer contributions       16,000,000 412,000,000      
Pension benefits | Qualified Plan                
Defined Benefit Plan Disclosure [Line Items]                
Number of participants electing to receive lump sum payment settlement | participant   2,600            
Lump sum payments   $ 134,000,000            
Number of participants | participant 6,000              
Outstanding benefit obligation transfered in exchange for pension trust assets $ 585,000,000              
Pension benefits | UNITED STATES | Qualified Plan                
Defined Benefit Plan Disclosure [Line Items]                
Employer contributions         394,000,000      
Expected future contribution   0   0        
Pension benefits | UNITED STATES | Nonqualified Plan                
Defined Benefit Plan Disclosure [Line Items]                
Expected future contribution   $ 13,000,000   $ 13,000,000        
Other postretirement benefits                
Defined Benefit Plan Disclosure [Line Items]                
Annual base year per capita costs, basis spread, up to       1.50%        
Assumed pre-65 health care cost trend rate   7.50%   7.50%        
Ultimate pre-65 health care cost trend rate   4.50%   4.50%        
Remeasurement gain (loss)       $ 0 5,000,000      
Accumulated benefit obligations   $ 51,000,000   51,000,000 57,000,000 $ 73,000,000    
Employer contributions       7,000,000 13,000,000      
Other various benefit plans                
Defined Benefit Plan Disclosure [Line Items]                
Current postemployment benefits liability   1,000,000   1,000,000 1,000,000      
Noncurrent postemployment benefits liability   $ 3,000,000   $ 3,000,000 $ 4,000,000      
v3.10.0.1
Employee Benefit Plans - Pension and Other Postretirement Benefit Costs (Details) - USD ($)
$ in Millions
12 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Ashland      
Weighted-average plan assumptions      
Non-service income     $ 10
Ashland | Ashland      
Net periodic benefit income      
Service cost     7
Actuarial loss (gain)     24
Pension benefits      
Net periodic benefit income      
Service cost $ 2 $ 2 3
Interest cost 75 86 11
Expected return on plan assets (103) (145) (17)
Amortization of prior service credit 0 0 0
Actuarial loss (gain) 38 (63) (42)
Pre-separation allocation from Ashland 0 0 21
Net periodic benefit (income) costs $ 12 $ (120) $ (24)
Weighted-average plan assumptions      
Discount rate for service cost 2.94% 2.15% 4.10%
Discount rate for interest cost 3.23% 2.84% 3.23%
Rate of compensation increase 3.05% 2.99% 3.23%
Expected long-term rate of return on plan assets 5.17% 6.56% 6.77%
Pension benefits | UNITED STATES | Geographic Concentration Risk | Net Periodic Benefit Obligation      
Weighted-average plan assumptions      
Concentration risk 97.00%    
Other postretirement benefits      
Net periodic benefit income      
Service cost $ 0 $ 0 $ 0
Interest cost 2 1 0
Expected return on plan assets 0 0 0
Amortization of prior service credit (12) (12) (1)
Actuarial loss (gain) 0 (5) 0
Pre-separation allocation from Ashland 0 0 0
Net periodic benefit (income) costs $ (10) $ (16) $ (1)
Weighted-average plan assumptions      
Discount rate for service cost 4.05% 2.95% 4.25%
Discount rate for interest cost 3.11% 2.64% 2.92%
Rate of compensation increase 0.00% 0.00% 0.00%
Expected long-term rate of return on plan assets 0.00% 0.00% 0.00%
Other postretirement benefits | UNITED STATES | Geographic Concentration Risk | Net Periodic Benefit Obligation      
Weighted-average plan assumptions      
Concentration risk 75.00%    
v3.10.0.1
Employee Benefit Plans - Schedule of Amortization of Prior Service Cost (Credit) Recognized in AOCI (Details) - USD ($)
$ in Millions
12 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Pension benefits      
Defined Benefit Plan Disclosure [Line Items]      
Amortization of prior service credit recognized in accumulated other comprehensive income $ 0 $ 0  
Net periodic benefit costs (income) 12 (120) $ (24)
Total amount recognized in net periodic benefit cost (income) and accumulated other comprehensive income 12 (120)  
Other postretirement benefits      
Defined Benefit Plan Disclosure [Line Items]      
Amortization of prior service credit recognized in accumulated other comprehensive income 12 12  
Net periodic benefit costs (income) (10) (16) $ (1)
Total amount recognized in net periodic benefit cost (income) and accumulated other comprehensive income $ 2 $ (4)  
v3.10.0.1
Employee Benefit Plans - Schedule of Change in Benefit Obligations (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Dec. 31, 2016
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Change in benefit obligations        
Actuarial gain $ (8) $ 38 $ (68) $ (42)
Amounts recognized in the Consolidated Balance Sheets        
Noncurrent benefit liabilities   333 342  
Pension benefits        
Change in benefit obligations        
Benefit obligations at beginning of period 3,138 2,381 3,138  
Service cost   2 2 3
Interest cost   75 86 11
Participant contributions   0 0  
Benefits paid   (146) (210)  
Actuarial gain   (95) (60)  
Currency exchange rate changes   (3) 4  
Transfers in   9 6  
Settlements   (136) (585)  
Benefit obligations at end of period   2,087 2,381 3,138
Change in plan assets        
Fair value of plan assets at beginning of period 2,307 2,081 2,307  
Actual return on plan assets   (30) 148  
Employer contributions   16 412  
Participant contributions   0 0  
Benefits paid   (146) (210)  
Currency exchange rate changes   (3) 3  
Settlements   (136) (585)  
Transfers in   10 6  
Fair value of plan assets at end of period   1,792 2,081 2,307
Unfunded status of the plans as of September 30   295 300  
Amounts recognized in the Consolidated Balance Sheets        
Current benefit liabilities   10 11  
Noncurrent benefit liabilities   285 289  
Net amount recognized   295 300  
Amounts recognized in accumulated other comprehensive income (loss)        
Prior service cost (credit)   $ 2 $ 2  
Weighted-average plan assumptions        
Discount rate   4.28% 3.76%  
Rate of compensation increase   3.10% 3.13%  
Other postretirement benefits        
Change in benefit obligations        
Benefit obligations at beginning of period 73 $ 57 $ 73  
Service cost   0 0 0
Interest cost   2 1 0
Participant contributions   0 3  
Benefits paid   (7) (16)  
Actuarial gain   0 (5)  
Currency exchange rate changes   (1) 1  
Transfers in   0 0  
Settlements   0 0  
Benefit obligations at end of period   51 57 73
Change in plan assets        
Fair value of plan assets at beginning of period $ 0 0 0  
Actual return on plan assets   0 0  
Employer contributions   7 13  
Participant contributions   0 3  
Benefits paid   (7) (16)  
Currency exchange rate changes   0 0  
Settlements   0 0  
Transfers in   0 0  
Fair value of plan assets at end of period   0 0 $ 0
Unfunded status of the plans as of September 30   51 57  
Amounts recognized in the Consolidated Balance Sheets        
Current benefit liabilities   6 8  
Noncurrent benefit liabilities   45 49  
Net amount recognized   51 57  
Amounts recognized in accumulated other comprehensive income (loss)        
Prior service cost (credit)   $ (56) $ (68)  
Weighted-average plan assumptions        
Discount rate   4.08% 3.48%  
Rate of compensation increase   0.00% 0.00%  
v3.10.0.1
Employee Benefit Plans - Schedule of Pension Plans with a Benefit Obligation in Excess of Plan Assets (Details) - USD ($)
$ in Millions
Sep. 30, 2018
Sep. 30, 2017
Plans with projected benefit obligation in excess of plan assets    
Plans with projected benefit obligation in excess of plan assets, benefit obligation $ 2,045 $ 2,381
Plans with projected benefit obligation in excess of plan assets, plan assets 1,749 2,081
Plans with accumulated benefit obligation in excess of plan assets    
Plans with accumulated benefit obligation in excess of plan assets, benefit obligation 2,034 2,368
Plans with accumulated benefit obligation in excess of plan assets, plan assets $ 1,741 $ 2,072
v3.10.0.1
Employee Benefit Plans - Schedule of Fair Values of Plan Assets by Investment Category (Details) - Pension benefits - USD ($)
$ in Millions
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets $ 1,792 $ 2,081 $ 2,307
Level 1      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 759 1,154  
Level 2      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 563 497  
Level 3      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 4 16 $ 23
Assets measured at NAV      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 466 414  
Cash and cash equivalents      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 100 13  
Cash and cash equivalents | Level 1      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 100 13  
Cash and cash equivalents | Level 2      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Cash and cash equivalents | Level 3      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Cash and cash equivalents | Assets measured at NAV      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
U.S. government securities and futures      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 74 339  
U.S. government securities and futures | Level 1      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets (3) 207  
U.S. government securities and futures | Level 2      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 77 132  
U.S. government securities and futures | Level 3      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
U.S. government securities and futures | Assets measured at NAV      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Other government securities      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 92 86  
Other government securities | Level 1      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 1 0  
Other government securities | Level 2      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 91 86  
Other government securities | Level 3      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Other government securities | Assets measured at NAV      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Corporate debt instruments      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 1,056 1,197  
Corporate debt instruments | Level 1      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 661 934  
Corporate debt instruments | Level 2      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 395 263  
Corporate debt instruments | Level 3      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Corporate debt instruments | Assets measured at NAV      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Insurance contracts      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 4    
Insurance contracts | Level 1      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0    
Insurance contracts | Level 2      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0    
Insurance contracts | Level 3      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 4    
Insurance contracts | Assets measured at NAV      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0    
International equity      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets   16  
International equity | Level 1      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets   0  
International equity | Level 2      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets   16  
International equity | Level 3      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets   0  
International equity | Assets measured at NAV      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets   0  
Private equity and hedge funds      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 60 414  
Private equity and hedge funds | Level 1      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Private equity and hedge funds | Level 2      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Private equity and hedge funds | Level 3      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Private equity and hedge funds | Assets measured at NAV      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 60 414  
Common collective trusts      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 406    
Common collective trusts | Level 1      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0    
Common collective trusts | Level 2      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0    
Common collective trusts | Level 3      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0    
Common collective trusts | Assets measured at NAV      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets $ 406    
Other investments      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets   16  
Other investments | Level 1      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets   0  
Other investments | Level 2      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets   0  
Other investments | Level 3      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets   16  
Other investments | Assets measured at NAV      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets   $ 0  
v3.10.0.1
Employee Benefit Plans - Schedule of Level 3 Investments (Details) - Pension benefits - USD ($)
$ in Millions
12 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward]    
Fair value of plan assets at beginning of period $ 2,081 $ 2,307
Actual return on assets held at end of year (30) 148
Fair value of plan assets at end of period 1,792 2,081
Level 3    
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation [Roll Forward]    
Fair value of plan assets at beginning of period 16 23
Actual return on assets held at end of year   (7)
Purchases 3  
Sales (8)  
Actual return on assets held at end of year 1  
Actual return on assets sold during year (8)  
Fair value of plan assets at end of period $ 4 $ 16
v3.10.0.1
Employee Benefit Plans - Schedule of Investments Measured at Fair Value Using NAV Per Share (Details)
$ in Millions
12 Months Ended
Sep. 30, 2018
USD ($)
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]  
Fair value $ 466
Unfunded commitments $ 6
Percentage of hedge funds to be liquidated over the next year 88.00%
Minimum  
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]  
Period in which private equity investments are estimated to be liquidated 1 year
Maximum  
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]  
Period in which private equity investments are estimated to be liquidated 5 years
Long/short hedge funds  
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]  
Fair value $ 38
Unfunded commitments 0
Relative value hedge funds  
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]  
Fair value 11
Unfunded commitments 0
Multi-strategy hedge funds  
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]  
Fair value 2
Unfunded commitments 0
Event driven hedge funds  
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]  
Fair value 1
Unfunded commitments 0
Common collective trusts, daily redemption  
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]  
Fair value 386
Unfunded commitments $ 0
Redemption notice period 3 days
Common collective trusts, monthly redemption  
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]  
Fair value $ 12
Redemption notice period 5 days
Common collective trusts  
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]  
Fair value $ 8
Private equity  
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]  
Fair value 8
Unfunded commitments $ 6
v3.10.0.1
Employee Benefit Plans - Schedule of Weighted-Average Asset Allocations (Details)
Sep. 30, 2018
Sep. 30, 2017
Defined Benefit Plan Disclosure [Line Items]    
Weighted average asset allocation (as a percent) 100.00% 100.00%
Equity securities    
Defined Benefit Plan Disclosure [Line Items]    
Weighted average asset allocation (as a percent) 23.00% 20.00%
Debt securities    
Defined Benefit Plan Disclosure [Line Items]    
Weighted average asset allocation (as a percent) 76.00% 78.00%
Other    
Defined Benefit Plan Disclosure [Line Items]    
Weighted average asset allocation (as a percent) 1.00% 2.00%
Minimum | Equity securities    
Defined Benefit Plan Disclosure [Line Items]    
Target asset allocations 15.00%  
Minimum | Debt securities    
Defined Benefit Plan Disclosure [Line Items]    
Target asset allocations 65.00%  
Minimum | Other    
Defined Benefit Plan Disclosure [Line Items]    
Target asset allocations 0.00%  
Maximum | Equity securities    
Defined Benefit Plan Disclosure [Line Items]    
Target asset allocations 25.00%  
Maximum | Debt securities    
Defined Benefit Plan Disclosure [Line Items]    
Target asset allocations 85.00%  
Maximum | Other    
Defined Benefit Plan Disclosure [Line Items]    
Target asset allocations 20.00%  
v3.10.0.1
Employee Benefit Plans - Schedule of Future Benefit Payments (Details)
$ in Millions
Sep. 30, 2018
USD ($)
Pension benefits  
Defined Benefit Plan Disclosure [Line Items]  
2019 $ 142
2020 142
2021 143
2022 142
2023 141
Thereafter 695
Total 1,405
Other postretirement benefits  
Defined Benefit Plan Disclosure [Line Items]  
2019 6
2020 5
2021 4
2022 4
2023 3
Thereafter 15
Total $ 37
v3.10.0.1
Stock-Based Compensation Plans - Narrative (Details)
$ / shares in Units, $ in Millions
12 Months Ended
Sep. 30, 2018
USD ($)
$ / shares
shares
Sep. 30, 2017
USD ($)
$ / shares
Stock appreciation rights    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Unexercised SARs lapsing period 10 years  
Unrecognized compensation costs $ 1  
Unrecognized compensation costs weighted average period related to nonvested awards 1 year 7 months 25 days  
Stock appreciation rights | Minimum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Award vesting period 1 year  
Stock appreciation rights | Maximum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Award vesting period 3 years  
Nonvested stock awards    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Unrecognized compensation costs $ 9  
Unrecognized compensation costs weighted average period related to nonvested awards 2 years 6 months 20 days  
Grant date fair values of shares vested $ 6 $ 1
Aggregate intrinsic value $ 27  
Granted, weighted average grant date fair value (in usd per share) | $ / shares $ 23.17 $ 22.82
Nonvested stock awards | Minimum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Award vesting period 1 year  
Nonvested stock awards | Maximum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Award vesting period 3 years  
Performance awards    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Award vesting period 3 years  
Unrecognized compensation costs $ 1  
Unrecognized compensation costs weighted average period related to nonvested awards 1 year 9 months  
Aggregate intrinsic value $ 7  
Granted, weighted average grant date fair value (in usd per share) | $ / shares $ 23.82 $ 18.44
Valvoline Inc. Incentive Plan    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Number of shares authorized under the plan (in shares) | shares 11,000,000  
Number of shares remaining under the plan (in shares) | shares 7,000,000  
Reduction of authorized shares, conversion ratio 4.5  
v3.10.0.1
Stock-Based Compensation Plans - Schedule of Stock-based Compensation Expense (Details) - USD ($)
$ in Millions
12 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total stock-based compensation expense, pre-tax $ 12 $ 10
Tax benefit (3) (4)
Total stock-based compensation expense, net of tax 9 6
Cash Settled - Liability Classified    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total stock-based compensation expense, pre-tax 1 1
Stock appreciation rights    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total stock-based compensation expense, pre-tax 2 3
Nonvested stock awards    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total stock-based compensation expense, pre-tax 9 5
Performance awards    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total stock-based compensation expense, pre-tax $ 1 2
Affiliated Entity    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Total stock-based compensation expense, pre-tax   $ 4
v3.10.0.1
Stock-Based Compensation Plans - Summary of Fair Value Assumptions Used for Share Based Awards (Details) - $ / shares
12 Months Ended
May 12, 2017
Sep. 30, 2018
Sep. 30, 2017
Stock appreciation rights      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Weighted average fair value per share (USD per share)   $ 5.56 $ 7.44
Risk-free interest rate   2.20% 1.70%
Expected dividend yield   0.90% 0.90%
Expected volatility   23.30% 22.80%
Expected term   5 years 10 months 17 days 7 years 5 months 12 days
Minimum risk free interest rate 1.10%    
Maximum risk free interest rate 1.90%    
Minimum expected volatility rate 21.50%    
Maximum expected volatility rate 24.40%    
Performance awards      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Risk-free interest rate   1.70% 1.20%
Expected dividend yield   1.00% 1.00%
Expected volatility   24.20% 21.00%
Expected term   3 years 1 year 10 months 25 days
Minimum risk free interest rate   1.60% 0.90%
Maximum risk free interest rate   1.80% 1.50%
Minimum expected volatility rate     18.90%
Maximum expected volatility rate     22.40%
v3.10.0.1
Stock-Based Compensation Plans - Schedule of SARs Activity (Details) - Stock appreciation rights - USD ($)
$ / shares in Units, shares in Thousands, $ in Millions
12 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]    
SARs outstanding at beginning of period (in shares) 1,824  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross 228  
Exercised (in shares) (205)  
Forfeited (in shares) (49)  
SARs outstanding at end of period (in shares) 1,798 1,824
SARs exercisable at end of period (in shares) 1,207  
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]    
SARs outstanding at beginning of period, weighted average exercise price per share (USD per share) $ 17.48  
Granted, weighted average exercise price per share (USD per share) 23.08  
Exercised, weighted average exercise price per share (USD per share) 13.64  
Forfeited, weighted average exercise price per share (USD per share) 20.50  
SARs outstanding at end of period, weighted average exercise price per share (USD per share) 18.54 $ 17.48
SARs exercisable at end of period, weighted average exercise price per share (USD per share) $ 17.14  
Outstanding, weighted average remaining term 6 years 8 months 12 days 7 years 1 month 6 days
Exercisable, weighted average remaining term 5 years 9 months 18 days  
Outstanding, aggregate intrinsic value $ 6 $ 11
Exercised, aggregate intrinsic value 2  
Exercisable, aggregate intrinsic value $ 5  
v3.10.0.1
Stock-Based Compensation Plans - Schedule of Nonvested Stock Award Activity (Details) - Nonvested stock awards - $ / shares
shares in Thousands
12 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]    
Unvested shares, beginning balance (in shares) 1,275  
Granted (in shares) 359  
Vested (in shares) (254)  
Forfeitures (in shares) (102)  
Unvested shares, ending balance (in shares) 1,278 1,275
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value    
Unvested shares beginning balance, weighted average grant date fair value (usd per share) $ 22.71  
Granted, weighted average grant date fair value (in usd per share) 23.17 $ 22.82
Vested, weighted average grant date fair value (in usd per share) 22.73  
Forfeitures, weighted average grant date fair value (in usd per share) 22.66  
Unvested shares ending balance, weighted average grant date fair value (usd per share) $ 23.07 $ 22.71
v3.10.0.1
Stock-Based Compensation Plans - Schedule of Performance Award Activity (Details) - Performance awards - $ / shares
shares in Thousands
12 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]    
Unvested shares, beginning balance (in shares) 182  
Granted (in shares) 164  
Forfeited (in shares) (19)  
Unvested shares, ending balance (in shares) 327 182
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value    
Unvested shares beginning balance, weighted average grant date fair value (usd per share) $ 23.20  
Granted, weighted average grant date fair value (in usd per share) 23.82 $ 18.44
Forfeited, weighted average grant date fair value (in usd per share) 17.93  
Unvested shares ending balance, weighted average grant date fair value (usd per share) $ 22.64 $ 23.20
v3.10.0.1
Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended 12 Months Ended
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Numerator                      
Net income $ 45 $ 64 $ 67 $ (10) $ 105 $ 56 $ 71 $ 72 $ 166 $ 304 $ 273
Denominator                      
Weighted-average shares used to compute basic EPS (in shares)                 197 204 170
Effect of dilutive securities (in shares)                 0 0 0
Weighted-average shares used to compute diluted EPS (in shares)                 197 204 170
Earnings per share                      
Earnings per share, basic (usd per share) $ 0.23 $ 0.33 $ 0.33 $ (0.05) $ 0.52 $ 0.27 $ 0.35 $ 0.35 $ 0.84 $ 1.49 $ 1.60
Earnings per share, diluted (usd per share) $ 0.23 $ 0.33 $ 0.33 $ (0.05) $ 0.52 $ 0.27 $ 0.35 $ 0.35 $ 0.84 $ 1.49 $ 1.60
Ashland | Majority Shareholder                      
Denominator                      
Weighted-average shares used to compute diluted EPS (in shares)                     170
v3.10.0.1
Stockholders' Deficit - Schedule of Dividend Activity (Details) - USD ($)
$ / shares in Units, $ in Millions
12 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Equity [Abstract]      
Cash outlay $ 58 $ 40 $ 0
Dividend per share (usd per share) $ 0.298 $ 0.196 $ 0
v3.10.0.1
Stockholders' Deficit - Schedule of Share Repurchases (Details) - USD ($)
shares in Millions, $ in Millions
12 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Equity [Abstract]      
Total cost $ 325 $ 50 $ 0
Shares repurchased (in shares) 15 2 0
v3.10.0.1
Stockholders' Deficit - Narrative (Details)
shares in Millions
12 Months Ended
May 12, 2017
shares
Sep. 30, 2018
USD ($)
shares
Sep. 30, 2017
shares
Sep. 30, 2016
shares
Jan. 31, 2018
USD ($)
Apr. 24, 2017
USD ($)
Class of Stock [Line Items]            
Distribution of shares of common stock on a pro rata dividend on shares of Ashland Common stock outstanding (in shares) | shares   197 204 170    
Affiliated Entity            
Class of Stock [Line Items]            
Number of shares issued per share of Ashland common stock owned 2.745338          
Ashland | Affiliated Entity            
Class of Stock [Line Items]            
Distribution of shares of common stock on a pro rata dividend on shares of Ashland Common stock outstanding (in shares) | shares 170     170    
Common stock            
Class of Stock [Line Items]            
Authorized shares for repurchase | $         $ 300,000,000 $ 150,000,000
Remaining authorized repurchase amount | $   $ 75,000,000        
v3.10.0.1
Stockholders' Deficit - Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Millions
12 Months Ended
Sep. 30, 2018
Sep. 30, 2017
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Balance at beginning of period $ (117) $ (330)
Fiscal year activity (11) 46
Balance at end of period (358) (117)
Unamortized benefit plan credits    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Balance at beginning of period 44 52
Fiscal year activity (1) (8)
Balance at end of period 43 44
Currency translation adjustments    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Balance at beginning of period (1) (55)
Fiscal year activity (10) 54
Balance at end of period (11) (1)
Total    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Balance at beginning of period 43 (3)
Balance at end of period $ 32 $ 43
v3.10.0.1
Stockholders' Deficit - Schedule of Reclassifications From Accumulated Other Comprehensive Income (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Accumulated Other Comprehensive Income (Loss) [Line Items]                      
Amortization of pension and other postretirement plan prior service credit $ 38       $ (60)     $ (8) $ 0 $ (138) $ (35)
Loss on liquidation of subsidiary                 (33) (25) (19)
Income tax expense (benefit) 2 $ 3 $ 2 $ 71         166 186 148
Net of tax 45 $ 64 $ 67 $ (10) 105 $ 56 $ 71 $ 72 166 304 $ 273
Reclassification of income tax effects of U.S. tax reform (399)       (167)       (399) (167)  
Total amounts reclassified, net of tax                 (11) 46  
Reclassification out of Accumulated Other Comprehensive Income                      
Accumulated Other Comprehensive Income (Loss) [Line Items]                      
Amortization of pension and other postretirement plan prior service credit                 (12) (12)  
Loss on liquidation of subsidiary                 1 0  
Income tax expense (benefit)                 2 4  
Net of tax                 (9) (8)  
Reclassification of income tax effects of U.S. tax reform $ 8       $ 0       8 0  
Total amounts reclassified, net of tax                 $ (1) $ (8)  
v3.10.0.1
Related Party Transactions - Narrative (Details) - USD ($)
shares in Millions, $ in Millions
12 Months Ended
Sep. 30, 2018
Sep. 30, 2016
Sep. 30, 2017
Sep. 28, 2016
Related Party Transaction [Line Items]        
Number of shares owned by investor (in shares) 188   203  
Period covered by related party agreeemnt 24 months      
Mark-up on services rendered under related party agreement 5.00%      
General corporate expenses   $ 79    
Majority Shareholder        
Related Party Transaction [Line Items]        
Ashland ownership percentage       83.00%
Affiliated Entity        
Related Party Transaction [Line Items]        
General corporate expenses   $ 79    
Affiliated Entity | Tax Matters Agreement | Other Long-Term Liabilities        
Related Party Transaction [Line Items]        
Due to (from) related party $ 79   $ 74  
Ashland | Majority Shareholder        
Related Party Transaction [Line Items]        
Number of shares owned by investor (in shares)       170
Ashland | Affiliated Entity | Tax Matters Agreement        
Related Party Transaction [Line Items]        
Due to (from) related party $ 66   $ 62  
v3.10.0.1
Related Party Transactions - Ashland Costs Allocated (Details)
$ in Millions
12 Months Ended
Sep. 30, 2016
USD ($)
Related Party Transaction [Line Items]  
Centralized and administrative support costs $ 79
Affiliated Entity  
Related Party Transaction [Line Items]  
Centralized and administrative support costs 79
Affiliated Entity | Information technology  
Related Party Transaction [Line Items]  
Centralized and administrative support costs 20
Affiliated Entity | Financial and accounting  
Related Party Transaction [Line Items]  
Centralized and administrative support costs 12
Affiliated Entity | Building services  
Related Party Transaction [Line Items]  
Centralized and administrative support costs 11
Affiliated Entity | Legal and environmental  
Related Party Transaction [Line Items]  
Centralized and administrative support costs 6
Affiliated Entity | Human resources  
Related Party Transaction [Line Items]  
Centralized and administrative support costs 5
Affiliated Entity | Shared services  
Related Party Transaction [Line Items]  
Centralized and administrative support costs 2
Affiliated Entity | Stock-based compensation  
Related Party Transaction [Line Items]  
Centralized and administrative support costs 11
Affiliated Entity | Other general and administrative  
Related Party Transaction [Line Items]  
Centralized and administrative support costs $ 12
v3.10.0.1
Reportable Segment Information - Narrative (Details)
12 Months Ended
Sep. 30, 2018
segment
Sep. 30, 2017
country
Segment Reporting Information [Line Items]    
Number of reportable segments | segment 3  
International    
Segment Reporting Information [Line Items]    
Number of countries where our products are sold | country   140
v3.10.0.1
Reportable Segment Information - Financial Information by Segment (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Segment Reporting Information [Line Items]                      
Sales $ 594 $ 577 $ 569 $ 545 $ 547 $ 534 $ 514 $ 489 $ 2,285 $ 2,084 $ 1,929
Operating income $ 105 $ 102 $ 100 $ 88 $ 113 $ 87 $ 100 $ 94 395 394 396
Depreciation and amortization                 54 42 38
Equity income                 14 12 12
Operating Segments                      
Segment Reporting Information [Line Items]                      
Operating income                 409 405 403
Operating Segments | Core North America                      
Segment Reporting Information [Line Items]                      
Sales                 1,035 1,004 979
Operating income                 172 199 212
Depreciation and amortization                 18 15 16
Operating Segments | Quick Lubes                      
Segment Reporting Information [Line Items]                      
Sales                 660 541 457
Operating income                 153 130 117
Depreciation and amortization                 30 22 17
Operating Segments | International                      
Segment Reporting Information [Line Items]                      
Sales                 590 539 493
Operating income                 84 76 74
Depreciation and amortization                 6 5 5
Unallocated and Other                      
Segment Reporting Information [Line Items]                      
Operating income                 $ (14) $ (11) $ (7)
v3.10.0.1
Reportable Segment Information - Sales by Product (Details) - Sales Revenue, Net - Product Concentration Risk
12 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Core North America      
Revenue from External Customer [Line Items]      
Concentration risk 100.00% 100.00% 100.00%
Quick Lubes      
Revenue from External Customer [Line Items]      
Concentration risk 100.00% 100.00% 100.00%
International      
Revenue from External Customer [Line Items]      
Concentration risk 100.00% 100.00% 100.00%
Lubricants | Core North America      
Revenue from External Customer [Line Items]      
Concentration risk 85.00% 86.00% 87.00%
Lubricants | Quick Lubes      
Revenue from External Customer [Line Items]      
Concentration risk 85.00% 84.00% 83.00%
Lubricants | International      
Revenue from External Customer [Line Items]      
Concentration risk 89.00% 89.00% 89.00%
Antifreeze | Core North America      
Revenue from External Customer [Line Items]      
Concentration risk 8.00% 7.00% 7.00%
Antifreeze | Quick Lubes      
Revenue from External Customer [Line Items]      
Concentration risk 1.00% 1.00% 1.00%
Antifreeze | International      
Revenue from External Customer [Line Items]      
Concentration risk 5.00% 6.00% 3.00%
Filters | Core North America      
Revenue from External Customer [Line Items]      
Concentration risk 3.00% 3.00% 2.00%
Filters | Quick Lubes      
Revenue from External Customer [Line Items]      
Concentration risk 8.00% 8.00% 8.00%
Filters | International      
Revenue from External Customer [Line Items]      
Concentration risk 3.00% 1.00% 1.00%
Chemicals and other | Core North America      
Revenue from External Customer [Line Items]      
Concentration risk 4.00% 4.00% 4.00%
Chemicals and other | Quick Lubes      
Revenue from External Customer [Line Items]      
Concentration risk 2.00% 2.00% 2.00%
Chemicals and other | International      
Revenue from External Customer [Line Items]      
Concentration risk 3.00% 4.00% 7.00%
Franchise | Core North America      
Revenue from External Customer [Line Items]      
Concentration risk 0.00% 0.00% 0.00%
Franchise | Quick Lubes      
Revenue from External Customer [Line Items]      
Concentration risk 4.00% 5.00% 6.00%
Franchise | International      
Revenue from External Customer [Line Items]      
Concentration risk 0.00% 0.00% 0.00%
v3.10.0.1
Reportable Segment Information - Sales and Property, Plant and Equipment by Geographical Area (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Segment Reporting Information [Line Items]                      
Sales $ 594 $ 577 $ 569 $ 545 $ 547 $ 534 $ 514 $ 489 $ 2,285 $ 2,084 $ 1,929
Property, plant and equipment - net 420       391       420 391  
UNITED STATES                      
Segment Reporting Information [Line Items]                      
Sales                 1,652 1,504 1,397
Property, plant and equipment - net 384       352       384 352  
International                      
Segment Reporting Information [Line Items]                      
Sales                 633 580 $ 532
Property, plant and equipment - net $ 36       $ 39       $ 36 $ 39  
v3.10.0.1
Reportable Segment Information - Sales by Geography as a Percentage of Consolidated Sales (Details) - Geographic Concentration Risk - Sales Revenue, Net
12 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Segment Reporting Information [Line Items]      
Concentration risk 100.00% 100.00% 100.00%
North America      
Segment Reporting Information [Line Items]      
Concentration risk 74.00% 74.00% 75.00%
EMEA (Europe, Middle East and Africa)      
Segment Reporting Information [Line Items]      
Concentration risk 8.00% 7.00% 7.00%
Asia Pacific      
Segment Reporting Information [Line Items]      
Concentration risk 13.00% 14.00% 14.00%
Latin America      
Segment Reporting Information [Line Items]      
Concentration risk 5.00% 5.00% 4.00%
v3.10.0.1
Quarterly Financial Information (Unaudited) (Details) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended 12 Months Ended
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Quarterly Financial Information [Line Items]                      
Sales $ 594 $ 577 $ 569 $ 545 $ 547 $ 534 $ 514 $ 489 $ 2,285 $ 2,084 $ 1,929
Gross profit 203 201 207 195 196 197 198 185 806 776 748
Operating income (loss) 105 102 100 88 113 87 100 94 395 394 396
Income before income taxes 57 97 94 84 177 94 109 110 332 490 421
Net income $ 45 $ 64 $ 67 $ (10) $ 105 $ 56 $ 71 $ 72 $ 166 $ 304 $ 273
Net (loss) income per common share, basic (usd per share) $ 0.23 $ 0.33 $ 0.33 $ (0.05) $ 0.52 $ 0.27 $ 0.35 $ 0.35 $ 0.84 $ 1.49 $ 1.60
Net (loss) income per common share, diluted (usd per share) $ 0.23 $ 0.33 $ 0.33 $ (0.05) $ 0.52 $ 0.27 $ 0.35 $ 0.35 $ 0.84 $ 1.49 $ 1.60
Pension and other postretirement benefit plan remeasurement gains (losses) $ (38)       $ 60     $ 8 $ 0 $ 138 $ 35
Income tax expense $ 2 $ 3 $ 2 $ 71         $ 166 $ 186 $ 148
Legacy And Separation-Related Expenses, Net                      
Quarterly Financial Information [Line Items]                      
Operating income (loss)   $ 3 $ (8) $ (9) $ (14) $ (13) $ (6) $ (6)      
v3.10.0.1
Guarantor Financial Information - Condensed Consolidating Statements of Comprehensive Income (Details) - USD ($)
$ in Millions
3 Months Ended 12 Months Ended
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2016
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Net Income (Loss) Attributable to Parent [Abstract]                      
Sales $ 594 $ 577 $ 569 $ 545 $ 547 $ 534 $ 514 $ 489 $ 2,285 $ 2,084 $ 1,929
Cost of sales                 1,479 1,308 1,181
Gross profit 203 201 207 195 196 197 198 185 806 776 748
Selling, general and administrative expenses                 430 396 365
Legacy and separation-related expenses, net                 14 11 6
Equity and other income, net                 (33) (25) (19)
Operating income 105 102 100 88 113 87 100 94 395 394 396
Net pension and other postretirement plan expense (income)                 0 (138) (35)
Net interest and other financing expenses                 63 42 9
Net loss on acquisition                 0 0 1
Income before income taxes                 332 490 421
Income tax expense 2 3 2 71         166 186 148
Equity in net income of subsidiaries                 0 0 0
Net income $ 45 $ 64 $ 67 $ (10) $ 105 $ 56 $ 71 $ 72 166 304 273
Total comprehensive income                 147 303 280
Eliminations                      
Net Income (Loss) Attributable to Parent [Abstract]                      
Sales                 (55) (57) (47)
Cost of sales                 (55) (57) (47)
Gross profit                 0 0 0
Selling, general and administrative expenses                 0 0 0
Legacy and separation-related expenses, net                 0 0 0
Equity and other income, net                 0 0 0
Operating income                 0 0 0
Net pension and other postretirement plan expense (income)                 0 0 0
Net interest and other financing expenses                 0 0 0
Net loss on acquisition                     0
Income before income taxes                 0 0 0
Income tax expense                 0 0 0
Equity in net income of subsidiaries                 284 363 322
Net income                 (284) (363) (322)
Total comprehensive income                 (259) (373) (338)
Valvoline Inc. (Parent Issuer) | Reportable Legal Entities                      
Net Income (Loss) Attributable to Parent [Abstract]                      
Sales                 0 0 0
Cost of sales                 0 0 0
Gross profit                 0 0 0
Selling, general and administrative expenses                 11 9 0
Legacy and separation-related expenses, net                 8 (15) 0
Equity and other income, net                 0 0 0
Operating income                 (19) 6 0
Net pension and other postretirement plan expense (income)                 0 0 0
Net interest and other financing expenses                 53 36 9
Net loss on acquisition                     0
Income before income taxes                 (72) (30) (9)
Income tax expense                 14 (3) (4)
Equity in net income of subsidiaries                 (252) (331) (278)
Net income                 166 304 273
Total comprehensive income                 147 303 280
Guarantor Subsidiaries | Reportable Legal Entities                      
Net Income (Loss) Attributable to Parent [Abstract]                      
Sales                 1,782 1,618 1,500
Cost of sales                 1,132 986 895
Gross profit                 650 632 605
Selling, general and administrative expenses                 327 296 285
Legacy and separation-related expenses, net                 6 26 6
Equity and other income, net                 (50) (37) (21)
Operating income                 367 347 335
Net pension and other postretirement plan expense (income)                 1 (134) (43)
Net interest and other financing expenses                 6 4 0
Net loss on acquisition                     1
Income before income taxes                 360 477 377
Income tax expense                 140 178 143
Equity in net income of subsidiaries                 (32) (32) (44)
Net income                 252 331 278
Total comprehensive income                 234 330 285
Non-Guarantor Subsidiaries | Reportable Legal Entities                      
Net Income (Loss) Attributable to Parent [Abstract]                      
Sales                 558 523 476
Cost of sales                 402 379 333
Gross profit                 156 144 143
Selling, general and administrative expenses                 92 91 80
Legacy and separation-related expenses, net                 0 0 0
Equity and other income, net                 17 12 2
Operating income                 47 41 61
Net pension and other postretirement plan expense (income)                 (1) (4) 8
Net interest and other financing expenses                 4 2 0
Net loss on acquisition                     0
Income before income taxes                 44 43 53
Income tax expense                 12 11 9
Equity in net income of subsidiaries                 0 0 0
Net income                 32 32 44
Total comprehensive income                 $ 25 $ 43 $ 53
v3.10.0.1
Guarantor Financial Information - Condensed Consolidating Balance Sheets (Details) - USD ($)
$ in Millions
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Sep. 30, 2015
Current assets        
Cash and cash equivalents $ 96 $ 201 $ 172 $ 0
Accounts receivable, net 409 385    
Inventories, net 176 175    
Prepaid expenses and other current assets 44 29    
Total current assets 725 790    
Noncurrent assets        
Property, plant and equipment, net 420 391    
Goodwill and intangibles, net 448 335    
Equity method investments 31 30    
Investment in subsidiaries 0 0    
Deferred income taxes 138 281    
Other noncurrent assets 92 88    
Total noncurrent assets 1,129 1,125    
Total assets 1,854 1,915    
Current liabilities        
Short-term debt 0 75    
Current portion of long-term debt 30 15    
Trade and other payables 178 192    
Accrued expenses and other liabilities 203 196    
Total current liabilities 411 478    
Noncurrent liabilities        
Long-term debt 1,292 1,034    
Employee benefit obligations 333 342    
Other noncurrent liabilities 176 178    
Total noncurrent liabilities 1,801 1,554    
Commitments and contingencies    
Stockholders’ (deficit) equity (358) (117) (330) 617
Total liabilities and stockholders’ deficit 1,854 1,915    
Eliminations        
Current assets        
Cash and cash equivalents 0 0 0 0
Accounts receivable, net (119) (61)    
Inventories, net 0 0    
Prepaid expenses and other current assets 0 0    
Total current assets (119) (61)    
Noncurrent assets        
Property, plant and equipment, net 0 0    
Goodwill and intangibles, net 0 0    
Equity method investments 0 0    
Investment in subsidiaries (1,310) (1,053)    
Deferred income taxes 0 0    
Other noncurrent assets 0 (312)    
Total noncurrent assets (1,310) (1,365)    
Total assets (1,429) (1,426)    
Current liabilities        
Short-term debt   0    
Current portion of long-term debt 0 0    
Trade and other payables (119) (61)    
Accrued expenses and other liabilities 0 0    
Total current liabilities (119) (61)    
Noncurrent liabilities        
Long-term debt 0 0    
Employee benefit obligations 0 0    
Other noncurrent liabilities 0 (312)    
Total noncurrent liabilities 0 (312)    
Commitments and contingencies    
Stockholders’ (deficit) equity (1,310) (1,053)    
Total liabilities and stockholders’ deficit (1,429) (1,426)    
Valvoline Inc. (Parent Issuer) | Reportable Legal Entities        
Current assets        
Cash and cash equivalents 0 0 0 0
Accounts receivable, net 0 0    
Inventories, net 0 0    
Prepaid expenses and other current assets 1 0    
Total current assets 1 0    
Noncurrent assets        
Property, plant and equipment, net 0 0    
Goodwill and intangibles, net 0 0    
Equity method investments 0 0    
Investment in subsidiaries 801 606    
Deferred income taxes 62 145    
Other noncurrent assets 2 314    
Total noncurrent assets 865 1,065    
Total assets 866 1,065    
Current liabilities        
Short-term debt   0    
Current portion of long-term debt 30 15    
Trade and other payables 3 2    
Accrued expenses and other liabilities 7 103    
Total current liabilities 40 120    
Noncurrent liabilities        
Long-term debt 1,151 1,032    
Employee benefit obligations 0 0    
Other noncurrent liabilities 33 30    
Total noncurrent liabilities 1,184 1,062    
Commitments and contingencies    
Stockholders’ (deficit) equity (358) (117)    
Total liabilities and stockholders’ deficit 866 1,065    
Guarantor Subsidiaries | Reportable Legal Entities        
Current assets        
Cash and cash equivalents 20 99 93 0
Accounts receivable, net 48 57    
Inventories, net 95 94    
Prepaid expenses and other current assets 38 25    
Total current assets 201 275    
Noncurrent assets        
Property, plant and equipment, net 384 353    
Goodwill and intangibles, net 396 333    
Equity method investments 31 30    
Investment in subsidiaries 509 447    
Deferred income taxes 63 122    
Other noncurrent assets 85 80    
Total noncurrent assets 1,468 1,365    
Total assets 1,669 1,640    
Current liabilities        
Short-term debt   0    
Current portion of long-term debt 0 0    
Trade and other payables 241 198    
Accrued expenses and other liabilities 168 60    
Total current liabilities 409 258    
Noncurrent liabilities        
Long-term debt 1 2    
Employee benefit obligations 317 321    
Other noncurrent liabilities 141 453    
Total noncurrent liabilities 459 776    
Commitments and contingencies    
Stockholders’ (deficit) equity 801 606    
Total liabilities and stockholders’ deficit 1,669 1,640    
Non-Guarantor Subsidiaries | Reportable Legal Entities        
Current assets        
Cash and cash equivalents 76 102 $ 79 $ 0
Accounts receivable, net 480 389    
Inventories, net 81 81    
Prepaid expenses and other current assets 5 4    
Total current assets 642 576    
Noncurrent assets        
Property, plant and equipment, net 36 38    
Goodwill and intangibles, net 52 2    
Equity method investments 0 0    
Investment in subsidiaries 0 0    
Deferred income taxes 13 14    
Other noncurrent assets 5 6    
Total noncurrent assets 106 60    
Total assets 748 636    
Current liabilities        
Short-term debt   75    
Current portion of long-term debt 0 0    
Trade and other payables 53 53    
Accrued expenses and other liabilities 28 33    
Total current liabilities 81 161    
Noncurrent liabilities        
Long-term debt 140 0    
Employee benefit obligations 16 21    
Other noncurrent liabilities 2 7    
Total noncurrent liabilities 158 28    
Commitments and contingencies    
Stockholders’ (deficit) equity 509 447    
Total liabilities and stockholders’ deficit $ 748 $ 636    
v3.10.0.1
Guarantor Financial Information - Condensed Consolidating Statements of Cash Flows (Details) - USD ($)
$ in Millions
12 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Condensed Cash Flow Statements, Captions [Line Items]      
Cash flows (used in) provided by operating activities $ 320 $ (130) $ 311
Cash flows from investing activities      
Additions to property, plant and equipment (93) (68) (66)
Acquisitions, net of cash acquired (125) (68) (83)
Other investing activities, net 5 1 1
Return of advance from subsidiary 0 0  
Total cash used in investing activities (213) (135) (148)
Cash flows from financing activities      
Net transfers from (to) Ashland 0 5 (1,504)
Cash contributions from Ashland 0 0 60
Proceeds from initial public offering, net of offering costs of $40 0 0 719
Proceeds from borrowings, net of issuance costs 304 470 1,372
Repayments on borrowings (108) (90) (637)
Repurchases of common stock (325) (50) 0
Purchase of additional ownership in subsidiary (15)    
Cash dividends paid (58) (40) 0
Other financing activities (7) 0 0
Other intercompany activity, net 0 0 0
Total cash (used in) provided by financing activities (209) 295 10
Effect of currency exchange rate changes on cash and cash equivalents (3) (1) (1)
(Decrease) increase in cash and cash equivalents (105) 29 172
Cash and cash equivalents - beginning of year 201 172 0
Cash and cash equivalents - end of year 96 201 172
Reportable Legal Entities | Valvoline Inc. (Parent Issuer)      
Condensed Cash Flow Statements, Captions [Line Items]      
Cash flows (used in) provided by operating activities (57) 97 (35)
Cash flows from investing activities      
Additions to property, plant and equipment 0 0 0
Acquisitions, net of cash acquired 0 0 0
Other investing activities, net 0 0 0
Return of advance from subsidiary 312 (312)  
Total cash used in investing activities 312 (312) 0
Cash flows from financing activities      
Net transfers from (to) Ashland   5 (1,504)
Cash contributions from Ashland     60
Proceeds from initial public offering, net of offering costs of $40     719
Proceeds from borrowings, net of issuance costs 203 395 1,372
Repayments on borrowings (72) (90) (637)
Repurchases of common stock (325) (50)  
Purchase of additional ownership in subsidiary 0    
Cash dividends paid (58) (40)  
Other financing activities (3)    
Other intercompany activity, net 0 (5) 25
Total cash (used in) provided by financing activities (255) 215 35
Effect of currency exchange rate changes on cash and cash equivalents 0 0 0
(Decrease) increase in cash and cash equivalents 0 0 0
Cash and cash equivalents - beginning of year 0 0 0
Cash and cash equivalents - end of year 0 0 0
Reportable Legal Entities | Guarantor Subsidiaries      
Condensed Cash Flow Statements, Captions [Line Items]      
Cash flows (used in) provided by operating activities 390 (180) 307
Cash flows from investing activities      
Additions to property, plant and equipment (88) (64) (60)
Acquisitions, net of cash acquired (72) (68) (83)
Other investing activities, net 5 1 1
Return of advance from subsidiary 0 0  
Total cash used in investing activities (155) (131) (142)
Cash flows from financing activities      
Net transfers from (to) Ashland   0 0
Cash contributions from Ashland     0
Proceeds from initial public offering, net of offering costs of $40     0
Proceeds from borrowings, net of issuance costs 0 0 0
Repayments on borrowings 0 0 0
Repurchases of common stock 0 0  
Purchase of additional ownership in subsidiary 0    
Cash dividends paid 0 0  
Other financing activities (2)    
Other intercompany activity, net (312) 317 (72)
Total cash (used in) provided by financing activities (314) 317 (72)
Effect of currency exchange rate changes on cash and cash equivalents 0 0 0
(Decrease) increase in cash and cash equivalents (79) 6 93
Cash and cash equivalents - beginning of year 99 93 0
Cash and cash equivalents - end of year 20 99 93
Reportable Legal Entities | Non-Guarantor Subsidiaries      
Condensed Cash Flow Statements, Captions [Line Items]      
Cash flows (used in) provided by operating activities (13) (47) 39
Cash flows from investing activities      
Additions to property, plant and equipment (5) (4) (6)
Acquisitions, net of cash acquired (53) 0 0
Other investing activities, net 0 0 0
Return of advance from subsidiary 0 0  
Total cash used in investing activities (58) (4) (6)
Cash flows from financing activities      
Net transfers from (to) Ashland   0 0
Cash contributions from Ashland     0
Proceeds from initial public offering, net of offering costs of $40     0
Proceeds from borrowings, net of issuance costs 101 75 0
Repayments on borrowings (36) 0 0
Repurchases of common stock 0 0  
Purchase of additional ownership in subsidiary (15)    
Cash dividends paid 0 0  
Other financing activities (2)    
Other intercompany activity, net 0 0 47
Total cash (used in) provided by financing activities 48 75 47
Effect of currency exchange rate changes on cash and cash equivalents (3) (1) (1)
(Decrease) increase in cash and cash equivalents (26) 23 79
Cash and cash equivalents - beginning of year 102 79 0
Cash and cash equivalents - end of year 76 102 79
Eliminations      
Condensed Cash Flow Statements, Captions [Line Items]      
Cash flows (used in) provided by operating activities 0 0 0
Cash flows from investing activities      
Additions to property, plant and equipment 0 0 0
Acquisitions, net of cash acquired 0 0 0
Other investing activities, net 0 0 0
Return of advance from subsidiary (312) 312  
Total cash used in investing activities (312) 312 0
Cash flows from financing activities      
Net transfers from (to) Ashland   0 0
Cash contributions from Ashland     0
Proceeds from initial public offering, net of offering costs of $40     0
Proceeds from borrowings, net of issuance costs 0 0 0
Repayments on borrowings 0 0 0
Repurchases of common stock 0 0  
Purchase of additional ownership in subsidiary 0    
Cash dividends paid 0 0  
Other financing activities 0    
Other intercompany activity, net 312 (312) 0
Total cash (used in) provided by financing activities 312 (312) 0
Effect of currency exchange rate changes on cash and cash equivalents 0 0 0
(Decrease) increase in cash and cash equivalents 0 0 0
Cash and cash equivalents - beginning of year 0 0 0
Cash and cash equivalents - end of year $ 0 $ 0 $ 0
v3.10.0.1
Subsequent Events (Details)
$ / shares in Units, $ in Millions
2 Months Ended 12 Months Ended
Nov. 19, 2018
$ / shares
Nov. 19, 2018
USD ($)
franchise_service_center_stores
franchise_center_stores
Sep. 30, 2018
USD ($)
franchise_service_center_stores
$ / shares
Sep. 30, 2017
USD ($)
franchise_service_center_stores
$ / shares
Sep. 30, 2016
USD ($)
franchise_service_center_stores
$ / shares
Subsequent Event [Line Items]          
Purchase price | $     $ 125 $ 72 $ 79
Number of franchise service center stores acquired     73 14 42
Number of former franchise service center stores acquired     60   9
Dividend per common share (usd per share) | $ / shares     $ 0.298 $ 0.196 $ 0
Subsequent Event          
Subsequent Event [Line Items]          
Dividend per common share (usd per share) | $ / shares $ 0.106        
Subsequent Event | Oil Changers, Inc.          
Subsequent Event [Line Items]          
Aggregate number of service center stores acquired   35      
Purchase price | $   $ 30      
Number of franchise service center stores acquired   31      
Number of former franchise service center stores acquired | franchise_center_stores   4      
v3.10.0.1
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($)
$ in Millions
12 Months Ended
Sep. 30, 2018
Sep. 30, 2017
Sep. 30, 2016
Allowance for doubtful accounts      
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance at beginning of period $ 5 $ 5 $ 4
Charged to expenses 2 1 1
Charged to other accounts 1 0 0
Deductions (1) (1) 0
Balance at end of period 7 5 5
Inventory excess and obsolete reserves      
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance at beginning of period 3 2 2
Charged to expenses 0 1 0
Charged to other accounts 0 0 0
Deductions 0 0 0
Balance at end of period 3 3 2
Deferred tax asset valuation allowance      
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance at beginning of period 8 12 7
Charged to expenses 0 0 0
Charged to other accounts 0 0 5
Deductions (1) (4) 0
Balance at end of period $ 7 $ 8 $ 12