XML 91 R9.htm IDEA: XBRL DOCUMENT v3.19.3
Valvoline
12 Months Ended
Sep. 30, 2019
Equity [Abstract]  
Valvoline

NOTE B – VALVOLINE

Ashland Separation of Valvoline

On September 22, 2015, Ashland announced that the Board of Directors approved proceeding with a plan to separate Ashland into two independent, publicly traded companies comprising of the new Ashland (now known as Ashland Global Holdings Inc.) and Valvoline Inc. The initial step of the separation, the initial public offering (IPO) of Valvoline Inc., closed on September 28, 2016. As discussed further within the Final Separation section of this Note B, Ashland completed the distribution of its remaining shares in Valvoline Inc. on May 12, 2017.

After completing the IPO on September 28, 2016 and before the distribution of its remaining shares on May 12, 2017, Ashland owned 170 million shares of Valvoline Inc.’s common stock which represented approximately 83% of the total outstanding shares of Valvoline Inc.’s common stock. As a result, Ashland continued to consolidate Valvoline within the Consolidated Financial Statements up until the distribution of the remaining shares. The resulting outside stockholders’ interests in Valvoline Inc., which were approximately 17%, was presented separately as a noncontrolling interest within Ashland’s equity in the Consolidated Balance Sheets up until the distribution of the remaining shares. The amount of consolidated net income attributed to these previous minority holders is presented as a separate caption on the Statements of Consolidated Comprehensive Income (Loss) for 2017.

 

Final Separation

Ashland completed the distribution of its remaining 170 million shares of common stock of Valvoline Inc. 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 as of May 5, 2017, the record date for the distribution, each share of Ashland common stock received 2.745338 shares of Valvoline common stock in the distribution. The distribution was recorded at the carrying amount of Valvoline Inc.'s net assets which was a deficit of $187 million as of May 12, 2017, as follows:

 

 

 

May 12,

 

(In millions)

 

2017

 

ASSETS

 

 

 

 

Current assets

 

 

 

 

Cash

 

 

179

 

Accounts receivable, net

 

 

385

 

Inventories

 

 

153

 

Other current assets

 

 

24

 

Total current assets

 

 

741

 

Noncurrent assets

 

 

 

 

Net property, plant and equipment

 

 

357

 

Goodwill

 

 

329

 

Equity and other unconsolidated investments

 

 

31

 

Deferred income taxes

 

 

391

 

Other noncurrent assets

 

 

93

 

Total noncurrent assets

 

 

1,201

 

Total assets

 

$

1,942

 

LIABILITIES AND EQUITY

 

 

 

 

Current liabilities

 

 

 

 

Short-term debt

 

 

75

 

Current portion of long-term debt

 

 

16

 

Trade and other payables

 

 

353

 

Other current liabilities

 

 

34

 

Total current liabilities

 

 

478

 

Noncurrent liabilities

 

 

 

 

Long-term debt

 

 

662

 

Employee benefit obligations

 

 

826

 

Other long-term liabilities

 

 

163

 

Total noncurrent liabilities

 

 

1,651

 

Total liabilities

 

$

2,129

 

Net deficit

 

$

(187

)

 

A Tax Matters Agreement between Ashland and Valvoline Inc. governs the rights and obligations after the separation regarding certain income taxes and other taxes, including certain tax liabilities and benefits, attributes, returns and contests.

Discontinued Operations Assessment

Valvoline met the criteria to qualify as a discontinued operation and accordingly, its operating results and cash flows have been classified as discontinued operations within the Consolidated Financial Statements. See Note E for more information.

Costs of transaction

Ashland recognized separation costs of $10 million and $95 million during 2018 and 2017, respectively, which were primarily related to transaction, consulting and legal fees. During 2017, $13 million of the separation costs directly related to Valvoline were included within the discontinued operations caption of the Statements of Consolidated Comprehensive Income (Loss). Otherwise, separation costs are primarily recorded within the selling, general and administrative expense caption of the Statements of Consolidated Comprehensive Income (Loss).