SecProbe.io

June 26 , 2017

Mail Stop 4631

Via E -mail
Mary E. Meixelsperger
Chief Financial Officer
Valvoline, Inc.
100 Valvoline  Way
Lexington, KY 40509

Re: Valvoline, Inc.
 Form 10-K for Fiscal Year Ended  September 30, 2016
Filed  December 19, 2016
Response Letter Dated June 7, 2017
File No. 1-37884

Dear  Ms. Meixelsperger :

We have reviewed your response  and have the following comment s.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to  your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

 Form 10 -K for Fiscal Year Ended September 30, 2016

Financial Statements, page F -1

Note 2 - Signifi cant Accounting Policies, page F -8

Earnings per Share, page F -12

1. We note the following regarding your response to prior comment 1 from our letter dated
May 22, 2017:

 ASC 260 -10-55-17 indicates that in a reorganization , EPS computations shall be
based on an analysis of the particular transaction and the provisions of the
Subtopic.

Mary E. Meixelsperger
Valvoline, Inc.
June 26, 2017
Page 2

 The referenced Subtopic provides guidance on the restatement of EPS data for
certain transactions, including stock splits.   In this regard,  we note your belief that
the transactions are t he equivalent of a stock split.  H owever, based on the
definition of a stock split, as set forth in ASC 505 -20-20, it does not appear
appropriate to view the 34.5 million shares issued in your IPO as a stock split
given they were issued for consideration; and

 We note your belief that creating the entire Valvoline capital structure at the time
of the IPO and using the proceeds to repay indebtedness issued by Valvoline prior
to the IPO at the direction of Ashla nd Global is economically the same as if
Ashland Global had caused Valvoline to issue 205 million shares to Ashland
Global that were in turn sold to the investor group.   However, we note that as a
result of their transactions, Valvoline issued third -party debt and incurred interest
expense.

Based on the above, it appears that the 34.5 million shares issued in your IPO should be
accounted for in accordance with ASC 260 -10-45-10 and weighted for the portion of the
period that they were outstanding.   Please a dvise.

    We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Tracie Mariner , Staff Acc ountant , at (202) 551 -3744 , or Jeanne Baker,
Assistant Chief Accountant, at (202) 551 -3691  if you have questions regarding comments on the
financial s tatements and related matters. You may contact  me at (2 02) 551-3355  with any other
questions.

Sincerely,

 /s/ Terence O ’Brien

 Terence O’Brien
Branch Chief
Office of Manufacturing and
Construction