SecProbe.io

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 April 21, 2025

Mary Meixelsperger
Chief Financial Officer
Valvoline, Inc.
100 Valvoline Way Suite 100
Lexington, KY 40509

 Re: Valvoline, Inc.
 Form 10-K for the Fiscal Year Ended September 30, 2024
 Filed November 22, 2024
 File No. 001-37884
Dear Mary Meixelsperger:

 We have completed our review of your filing. 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.

 Sincerely,

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

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 Document Valvoline 100 Valvoline Way Lexington, KY 40509 Tel: 859.357.3147 Mary E. Meixelsperger MMeixelsperger@valvoline.com Chief Financial Officer   Valvoline.com April 9, 2025 Via Edgar U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, DC 20549 Attn: Brian McAllister Craig Arakawa Re: Valvoline Inc. Form 10-K for the Fiscal Year Ended September 30, 2024 Filed November 22, 2024 File No. 001-37884 Dear Mr. McAllister and Mr. Arakawa: On behalf of Valvoline Inc. (the “ Company ” ), we respectfully submit this letter in response to the comments received from the staff (the “ Staff ” ) of the Securities and Exchange Commission (the “ Commission ” ) as set forth in the Staff’s letter addressed to Mary Meixelsperger dated March 26, 2025, with respect to the Company’s Form 10-K for the Fiscal Year Ended September 30, 2024 filed on November 22, 2024 (the “ Form 10-K ” ). For the Staff’s convenience, the Company has included the Staff’s comments below immediately followed by the Company’s responses. Form 10-K for the Fiscal Year Ended September 30, 2024 Management’s Discussion and Analysis Use of Non-GAAP Measures, page 33 1. In describing your non-GAAP measure discretionary free cash flow, you state that it is subject to certain limitations, including that it does not reflect adjustments for certain non-discretionary cash flows, such as mandatory debt repayments. Please explain how your labelling of this measure as “discretionary” is consistent with this description and provide your consideration of Question 102.07 of the Compliance & Disclosure Interpretations on Non-GAAP Financial Measures in naming this measure. Company Response The Company respectfully acknowledges the Staff’s comment and has reviewed its non-GAAP measure labeled “discretionary free cash flow.” In response to the Staff’s comment, the Company will revise the title of this non-GAAP measure from “discretionary free cash flow’” to “free cash flow excluding growth capital expenditures” within its future filings and other documents furnished to the Commission in order to not imply that the measure represents the residual cash flow available for discretionary expenditures. An example of the revised disclosure to address the foregoing, with changes marked against the filed Form 10-K, is attached hereto as Appendix I. 2. You state that discretionary free cash flow includes maintenance capital expenditure, defined as routine uses of cash that are necessary to maintain the Company’s operations. Please further clarify how you differentiate “maintenance” and “growth” capital expenditures, providing details about the types of costs that you include in each category. Company Response The Company respectfully acknowledges the Staff’s comment. As noted in the Staff’s comment, the Company segregates its capital expenditures into “growth” and “maintenance” based on the nature of the expenditure. The Company defines growth capital expenditures as those related to investments to expand its future business operations, including the opening or expansion of retail service center stores and service capabilities. Maintenance capital expenditures are those which are required to support and maintain the Company’s existing business operations, including its retail service center store network, portfolio of services and support functions. In response to the Staff’s comment, the Company will enhance its non-GAAP disclosures in future filings and other documents furnished to the Commission to provide further clarification as included herein regarding the differentiation between “growth” and “maintenance” capital expenditures. An example of the enhanced disclosure to address the foregoing, with changes marked against the filed Form 10-K, is attached hereto as Appendix II. Should you have any questions or comments concerning the Company’s responses, please contact me at 859-357-3147 (or by email at MMeixelsperger@valvoline.com) or Julie M. O’Daniel at 859-357-2591 (or by email at JMODaniel@valvoline.com). Sincerely, /s/ Mary E. Meixelsperger Mary E. Meixelsperger cc: Julie M. O’Daniel Ian C. Lofwall 2 Appendix I Continuing operations free cash flow The following table sets forth free cash flow and discretionary free cash flow excluding growth capital expenditures from continuing operations and reconcile s d to cash flows from operating activities to both measures . As previously noted, these free cash flow measures ha s ve certain limitations, including that they it do es not reflect adjustments for certain non-discretionary cash flows expenditures , such as mandatory debt repayments. Refer to “Use of Non-GAAP Measures” within this Item 7 for additional information regarding th i e s e non-GAAP measure s . (In millions) 2024 2023 Cash flows provided by operating activities $ 282.9  $ 353.0     Less: Maintenance capital expenditures (35.9) (29.5) Discretionary f F ree cash flow excluding growth capital expenditures 247.0  323.5     Less: Growth capital expenditures (188.5) (151.0) Free cash flow $ 58.5  $ 172.5  Appendix II Use of Non-GAAP Measures To aid in the understanding of Valvoline’s ongoing business performance, certain items within this document are presented on an adjusted, non-GAAP basis. These non-GAAP measures have limitations as analytical tools and should not be considered in isolation from, or as an alternative to, or more meaningful than, the financial statements presented in accordance with U.S. GAAP. The financial results presented in accordance with U.S. GAAP and reconciliations of non-GAAP measures included within this Annual Report on Form 10-K should be carefully evaluated. The following are the non-GAAP measures management has included and how management defines them: • EBITDA - net income/loss, plus income tax expense/benefit, net interest and other financing expenses, and depreciation and amortization; • Adjusted EBITDA - EBITDA adjusted for the impacts of certain unusual, infrequent or non-operational activity not directly attributable to the underlying business, which management believes impacts the comparability of operational results between periods ("key items," as further described below); • Adjusted EBITDA margin - adjusted EBITDA divided by adjusted net revenues; • Adjusted net revenues - reported net revenues adjusted for key items; • Free cash flow - cash flows from operating activities less total capital expenditures, comprised of growth and maintenance, further described below and certain other adjustments as applicable ; and • Discretionary f F ree cash flow excluding growth capital expenditures - cash flows from operating activities less maintenance capital expenditures and certain other adjustments as applicable . Non-GAAP measures include adjustments from results based on U.S. GAAP that management believes enables comparison of certain financial trends and results between periods and provides a useful supplemental presentation of Valvoline's operating performance that allows for transparency with respect to key metrics used by management in operating the business and measuring performance. The manner used to compute non-GAAP information used by management may differ from the methods used by other companies, and may not be comparable. For a reconciliation of the most comparable U.S. GAAP measures to the non-GAAP measures, refer to the “Results of Operations” and “Financial Position, Liquidity and Capital Resources” sections below. 3 Management believes EBITDA measures provide a meaningful supplemental presentation of Valvoline’s operating performance between periods on a comparable basis due to the depreciable assets associated with the nature of the Company’s operations as well as income tax and interest costs related to Valvoline’s tax and capital structures, respectively. Adjusted EBITDA measures enable comparison of financial trends and results between periods where certain items may not be reflective of the Company’s underlying and ongoing operations performance or vary independent of business performance. Management uses free cash flow and discretionary free cash flow excluding growth capital expenditures as additional non-GAAP metrics of cash flow generation. By including capital expenditures and certain other adjustments, as applicable , management is able to provide an indication of the ongoing cash being generated that is ultimately available for both debt and equity holders as well as other investment opportunities. Free cash flow includes the impact of capital expenditures, providing a supplemental view of cash generation. Discretionary f F ree cash flow excluding growth capital expenditures includes maintenance capital expenditures, which are routine uses of cash that are necessary to maintain the Company's existing business operations, including i ts retail service center store network, service portfolio, and support functions. Free cash flow excluding growth capital expenditures and provides a supplemental view of cash flow generation to maintain operations before discretionary investments in growth capital, which expand future business operations, including the opening or expansion of retail service center stores and service capabilities . Free cash flow and discretionary free cash flow excluding growth capital expenditures have certain limitations, including that they do not reflect adjustments for certain non-discretionary cash flows expenditures , such as mandatory debt repayments. 4

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<TEXT>
 March 26, 2025

Mary Meixelsperger
Chief Financial Officer
Valvoline, Inc.
100 Valvoline Way Suite 100
Lexington, KY 40509

 Re: Valvoline, Inc.
 Form 10-K for the Fiscal Year Ended September 30, 2024
 Filed November 22, 2024
 File No. 001-37884
Dear Mary Meixelsperger:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

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

Form 10-K for the Fiscal Year Ended September 30, 2024
Management's Discussion and Analysis
Use of Non-GAAP Measures, page 33

1. In describing your non-GAAP measure discretionary free cash flow, you
state that it is
 subject to certain limitations, including that it does not reflect
adjustments for certain
 non-discretionary cash flows, such as mandatory debt repayments. Please
explain
 how your labelling of this measure as discretionary is consistent
with this
 description and provide your consideration of Question 102.07 of the
Compliance
 & Disclosure Interpretations on Non-GAAP Financial Measures in naming
this
 measure.
2. You state that discretionary free cash flow includes maintenance capital
expenditure,
 defined as routine uses of cash that are necessary to maintain the
Company s
 operations. Please further clarify how you differentiate maintenance
 and growth
 capital expenditures, providing details about the types of costs that
you include in
 each category.
 March 26, 2025
Page 2

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

 Please contact Brian McAllister at 202-551-3341 or Craig Arakawa at
202-551-3650
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
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United States securities and exchange commission logo
April 6, 2021
Mary E. Meixelsperger
Chief Financial Officer
Valvoline Inc.
100 Valvoline Way
Lexington, Kentucky 40509
Re:Valvoline Inc.
Form 10-K for the Fiscal Year Ended September 30, 2020
Filed November 24, 2020
File No. 001-37884
Dear Ms. Meixelsperger:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Harald Halbhuber, Esq.

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Document

   Valvoline

   100 Valvoline Way

   Lexington, KY 40509

     Tel: (859) 357-2591

Julie M. O’Daniel     jmodaniel@valvoline.com

Senior Vice President, Chief Legal Officer

and Corporate Secretary    Valvoline.com

March 12, 2021

Via Edgar

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, NE

Washington, DC 20549

Attn: Ms. Loan Lauren Nguyen

 Ms. Irene Barberena-Meissner

RE: Valvoline Inc.

 Form 10-K for the Fiscal Year Ended September 30, 2020

 Filed November 24, 2020

 File No. 001-37884

Dear Ms. Nguyen and Ms. Barberena-Meissner:

On behalf of Valvoline Inc. (the “Company”), we respectfully submit this letter in response to the comment received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) as set forth in the Staff’s letter addressed to Mary E. Meixelsperger dated February 1, 2021, with respect to the Company’s Form 10-K for the fiscal year ended September 30, 2020 filed on November 24, 2020 (the “Form 10-K”).

For the Staff’s convenience, the Company has included the Staff’s comment below immediately followed by the Company’s response.

Form 10-K for the Fiscal Year Ended September 30, 2020

General

1. We note that the forum selection provision in your amended and restated articles of incorporation identifies Fayette County Circuit Court of the Commonwealth of Kentucky for certain actions, including any “derivative action;” provided, however, that, in the event that the Fayette County Circuit Court of the Commonwealth of Kentucky lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the Commonwealth of Kentucky. Please disclose whether this provision applies to actions arising under the

Securities Act or Exchange Act. If so, please also state that there is uncertainty as to whether a court would enforce such provision. If the provision applies to Securities Act claims, please also state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. In addition, please provide corresponding risk factor disclosure regarding the impact of your exclusive forum provision on stockholders, including that they may be subject to increased costs to bring a claim and that the provision could discourage claims or limit their ability to bring a claim in a judicial forum that they find favorable. Further, if this provision does not apply to actions arising under the Securities Act or Exchange Act, please tell us how you will inform stockholders in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act.

Company Response

The Company acknowledges the Staff’s comment and advises the Staff that the exclusive forum selection provision in Section 10.01 of the Company’s Amended and Restated Articles of Incorporation (the “Articles”) is not intended to apply to actions arising under the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Company will inform shareholders that the exclusive forum selection provision in Section 10.01 of the Articles does not apply to actions arising under the Securities Act or Exchange Act in the Company’s future filings by updating its “Description of Securities” exhibit pursuant to Item 601(b)(4) of Regulation S-K. In addition, the Company intends to add a risk factor in its Form 10-Q for the quarter ending March 31, 2021 stating that the exclusive forum selection provision in Section 10.01 of the Articles does not apply to actions arising under the Securities Act or Exchange Act and acknowledging that a forum selection provision could increase costs to bring a claim, limit shareholders’ ability to bring a claim in a judicial forum that they find favorable or discourage claims. Further, to the extent that the Company in the future amends its Articles to include a forum selection provision applicable to actions arising under the Securities Act or Exchange Act, or any other actions arising under state law, the Company will ensure that its filings with the SEC include the appropriate disclosures and risk factors.

Should you have any questions or comments concerning the Company’s response, please contact me at 859-357-2591 (or by email at JMODaniel@valvoline.com) or Ian C. Lofwall at 859-357-7278 (or by email at Ian.Lofwall@valvoline.com).

   Sincerely,

   /s/ Julie M. O’Daniel

   Julie M. O’Daniel

cc: Mary E. Meixelsperger

 Ian C. Lofwall

2

United States securities and exchange commission logo
February 1, 2021
Mary E. Meixelsperger
Chief Financial Officer
Valvoline Inc.
100 Valvoline Way
Lexington, Kentucky 40509
Re:Valvoline Inc.
Form 10-K for the Fiscal Year Ended September 30, 2020
Filed November 24, 2020
File No. 001-37884
Dear Ms. Meixelsperger:
            We have reviewed your filing and have the following comments.  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 business days by providing the requested
information or advise 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 the Fiscal Year Ended September 30, 2020
General
1.We note that the forum selection provision in your amended and restated articles of
incorporation identifies Fayette County Circuit Court of the Commonwealth of Kentucky
for certain actions, including any "derivative action;" provided, however, that, in the event
that the Fayette County Circuit Court of the Commonwealth of Kentucky lacks subject
matter jurisdiction over any such action or proceeding, the sole and exclusive forum for
such action or proceeding shall be another state or federal court located within the
Commonwealth of Kentucky.  Please disclose whether this provision applies to actions
arising under the Securities Act or Exchange Act.  If so, please also state that there is
uncertainty as to whether a court would enforce such provision.  If the provision applies to
Securities Act claims, please also state that investors cannot waive compliance with the
federal securities laws and the rules and regulations thereunder.  In that regard, we note
that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state

 FirstName LastNameMary E.  Meixelsperger
 Comapany NameValvoline Inc.
 February 1, 2021 Page 2
 FirstName LastName
Mary E.  Meixelsperger
Valvoline Inc.
February 1, 2021
Page 2
courts over all suits brought to enforce any duty or liability created by the Securities Act
or the rules and regulations thereunder,  In addition, please provide corresponding
risk factor disclosure regarding the impact of your exclusive forum provision on
stockholders, including that they may be subject to increased costs to bring a claim and
that the provision could discourage claims or limit their ability to bring a claim in a
judicial forum that they find favorable.  Further, if this provision does not apply to actions
arising under the Securities Act or Exchange Act, please tell us how you will inform
stockholders in future filings that the provision does not apply to any actions arising under
the Securities Act or Exchange Act.
            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 Wei Lu, Staff Accountant, at 202-551-3725 or Kimberly Calder,
Assistant Chief Accountant, at 202-551-3701 if you have questions regarding comments on the
financial statements and related matters.  Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Loan Lauren Nguyen, Legal Branch Chief, at 202-551-3642 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Harald Halbhuber, Esq.

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Valvoline

 100 Valvoline Way

Lexington, KY 40509

 Tel: 859 357-2591, Fax: 859 357-2626

 jmodaniel@valvoline.com

valvoline.com

 Julie M. O’Daniel

Senior Vice President, Chief Legal Officer

 and Corporate
Secretary

 July 13, 2020

VIA EDGAR

 Ms. Liz Packebusch

Attorney-Advisor

 U.S. Securities and Exchange Commission

Division of Corporate Finance

 100 F Street, NE

Washington, D.C. 20549-7010

Re:
 Valvoline Inc.

 Registration Statement on Form S-4 (File No. 333-238971)

 Dear Ms. Packebusch:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Valvoline Inc. and its subsidiary
guarantor co-registrants named in the above-referenced Registration Statement on Form S-4 (collectively, the “Company”) respectfully request that the
effective date of the Company’s Registration Statement on Form S-4 (File No. 333-238971) (the “Registration Statement”) be accelerated by the
Securities and Exchange Commission so that the Registration Statement will become effective at 4:00 p.m. Eastern Time on July 15, 2020 or as soon as practicable thereafter.

We request that we be notified of such effectiveness by a telephone call to Harald Halbhuber of Shearman & Sterling LLP at (212) 848-7150.

 [Signature Page Follows]

 Very truly yours,

VALVOLINE INC.

By:

 /s/ Julie M. O’Daniel

Name:

Julie M. O’Daniel

Title:

Senior Vice President, Chief Legal Officer and Corporate Secretary

 VALVOLINE BRANDED FINANCE, INC.

FUNDING CORP. I

By:

 /s/ Lynn P. Freeman

Name:

Lynn P. Freeman

Title:

President, Assistant Treasurer and Director of Valvoline Branded Finance, Inc. and Funding Corp. I

 VALVOLINE US LLC

 VALVOLINE LLC

 VALVOLINE LICENSING AND INTELLECTUAL PROPERTY LLC

 VALVOLINE
INTERNATIONAL HOLDINGS INC.

 VALVOLINE INTERNATIONAL, INC.

VIOC FUNDING, INC.

 OCH INTERNATIONAL, INC.

VALVOLINE INSTANT OIL CHANGE FRANCHISING, INC.

 RELOCATION
PROPERTIES MANAGEMENT LLC

 OCHI ADVERTISING FUND LLC

 OCHI
HOLDINGS LLC

 OCHI HOLDINGS II LLC

By:

 /s/ Jason L. Thompson

Name:

Jason L. Thompson

Title:

Vice President and Treasurer of Valvoline LLC, Valvoline US LLC, Valvoline Licensing and Intellectual Property LLC, Valvoline International Holdings Inc., Valvoline International, Inc., VIOC Funding, Inc., OCH International, Inc.,
Valvoline Instant Oil Change Franchising, Inc., Relocation Properties Management LLC, OCHI Advertising Fund LLC, OCHI Holdings LLC and OCHI Holdings II LLC

United States securities and exchange commission logo
June 11, 2020
Julie M. O'Daniel
Senior Vice President, Chief Legal Officer and Corporate Secretary
Valvoline, Inc.
100 Valvoline Way
Lexington, KY 40509
Re:Valvoline, Inc.
Registration Statement on Form S-4
Filed June 5, 2020
File No. 333-238971
Dear Ms. O'Daniel:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Liz Packebusch at (202) 551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Harald Halbhuber

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CORRESP

Julie M. O’Daniel

 Senior Vice President, Chief Legal
Officer

 and Corporate Secretary

 Valvoline

 100 Valvoline Way

Lexington, KY 40509

 Tel: 859
357-2591, Fax: 859 357-2626

 jmodaniel@valvoline.com

valvoline.com

 June 5, 2020

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
 Valvoline Inc.

Registration Statement on Form S-4

Filed with the Securities and Exchange Commission on the Date Hereof

Ladies and Gentlemen:

 Valvoline Inc., a
Kentucky corporation (the “Company”), filed a registration statement on Form S-4 on June 5, 2020 (the “Registration Statement”), with respect to the registration under the Securities
Act of 1933, as amended (the “Securities Act”), of $400,000,000 of the Company’s 4.375% Senior Notes due 2025 (the “Exchange Notes”), in connection with the offer by the Company to exchange (the “Exchange Offer”)
all of its outstanding 4.375% Senior Notes due 2025 that were issued on May 22, 2020 (the “Restricted Notes”) for an equivalent principal amount of the Exchange Notes. The Exchange Notes will constitute part of the same series as the
$400.0 million aggregate principal amount of 4.375% Senior Notes due 2025 that the Company issued on August 8, 2017 (the “Initial Notes”), substantially all of which have been exchanged for notes that have been registered under
the Securities Act. Once exchanged pursuant to this Exchange Offer, the Exchange Notes are expected to be fungible with and have the same CUSIP number as the Initial Notes that have previously been exchanged. All references to the Exchange Notes and
Restricted Notes include references to the related guarantees, as appropriate. The associated filing fee for the Registration Statement in the amount of $51,920.00 is on deposit with the Securities and Exchange Commission.

 The Company makes the following representations in connection with the Registration
Statement:

 1. The Company is registering the Exchange Offer in accordance with interpretations by the staff of the Securities and Exchange
Commission (the “Commission Staff”) enunciated in interpretive letters such as those addressed to Exxon Capital Holdings Corporation (available May 13, 1988) (the “Exxon Capital Letter”), Morgan
Stanley & Co. Incorporated (available June 5, 1991), Shearman & Sterling (available July 2, 1993) and Brown & Wood LLP (available February 7,
1997).

 2. The Company and its affiliates have not entered into any arrangement or understanding with any person to distribute the Exchange
Notes to be received in the Exchange Offer and to the best of the Company’s information and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business, and is not engaged in, does
not intend to engage in, and has no arrangement or understanding with any person to participate in, the distribution of the Exchange Notes to be received in the Exchange Offer. Each tendering holder will be required to represent the foregoing in the
letter of transmittal constituting part of the Exchange Offer (the “Letter of Transmittal”) (see paragraph 5 below).

 3. The
Company will make each person participating in the Exchange Offer aware, through the prospectus included in the Registration Statement (the “Prospectus”), that any person who uses the Exchange Offer to participate in a distribution of the
Exchange Notes (1) cannot rely on the position of the Commission Staff enunciated in the Exxon Capital Letter or similar letters and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in
connection with any resale of the Exchange Notes. See “The Exchange Offer—Resale of Exchange Notes” in the Prospectus. The Company acknowledges that such a secondary resale transaction should be covered by an effective registration
statement containing the selling security holder information required by Item 507 of Regulation S-K under the Securities Act.

4. The Company will make each person participating in the Exchange Offer aware, through the Prospectus, that any broker-dealer who acquired
Restricted Notes for its own account and as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for the Restricted Notes pursuant to the Exchange Offer, may be an “underwriter”
within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act, which may be the Prospectus, as supplemented and amended from time to time, in connection with any resale of the Exchange Notes.
See “Plan of Distribution” in the Prospectus.

 5. The Company will include in the Letter of Transmittal the following provisions
(see pages 4 and 5 of Exhibit 99.1 to the Registration Statement):

 “The undersigned specifically represent(s) to Valvoline that:

•

 it is not an affiliate of Valvoline within the meaning of Rule 405 of the Securities Act or, if it is such an
affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act, to the extent applicable;

•

 it is not participating, and it has no arrangement or understanding with any person to participate in a
distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act;

•

 if it is a broker-dealer, it has not entered into any arrangement or understanding with Valvoline or any of
Valvoline’s affiliates to distribute the Exchange Notes;

•

 it is acquiring the Exchange Notes in the ordinary course of its business; and

•

 it is not acting on behalf of any person or entity that could not truthfully make these representations.

 If the exchange offeree is a broker-dealer holding Restricted Notes acquired for its own
account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Restricted Notes
pursuant to the Exchange Offer.

 If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange
for Restricted Notes, it acknowledges and represents that (i) such outstanding Restricted Notes were acquired by it as a result of market-making activities or other trading activities and (ii) it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the
meaning of the Securities Act.”

 [Signature Page Follows]

Very truly yours,

Valvoline Inc.

By:

 /s/ Julie M. O’Daniel

Name: Julie M. O’Daniel

Title: Senior Vice President, Chief Legal Officer

          and Corporate Secretary

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CORRESP

 Julie M. O’Daniel

Senior Vice President, General Counsel

 and Corporate
Secretary

 Valvoline

 100 Valvoline Way

Lexington, KY 40509

 Tel: 859
357-2591, Fax: 859 357-2626

 jmodaniel@valvoline.com

valvoline.com

 November 21, 2017

VIA EDGAR

 Mr. Sergio Chinos

U.S. Securities and Exchange Commission

 Division of Corporate
Finance

 100 F Street, NE

 Washington, D.C. 20549-7010

Re:
Valvoline Inc.

 Registration Statement on Form S-4
(File No. 333-221652)

 Dear Mr. Chinos:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Valvoline Inc. and its subsidiary
guarantor co-registrants named in the above-referenced Registration Statement on Form S-4 (collectively, the “Company”) respectfully request that the
effective date of the Company’s Registration Statement on Form S-4 (File No. 333-221652) (the “Registration Statement”) be accelerated by the
Securities and Exchange Commission so that the Registration Statement will become effective at 2:00 p.m. Eastern Standard Time on November 24, 2017 or as soon as practicable thereafter.

We request that we be notified of such effectiveness by a telephone call to Ilir Mujalovic of Shearman & Sterling LLP at (212) 848-5313.

 [Signature Page Follows]

 Very truly yours,

VALVOLINE INC.

By:

/s/ Julie M.
O’Daniel

Name:

Julie M. O’Daniel

Title:

Senior Vice President, General Counsel and Corporate Secretary

 VALVOLINE US LLC

 VALVOLINE LLC

 VALVOLINE LICENSING AND INTELLECTUAL PROPERTY LLC

 VALVOLINE
BRANDED FINANCE, INC.

 VALVOLINE INTERNATIONAL HOLDINGS INC.

VALVOLINE INSTANT OIL CHANGE FRANCHISING, INC.

 RELOCATION
PROPERTIES MANAGEMENT LLC

 VIOC FUNDING, INC.

 VALVOLINE
INTERNATIONAL, INC.

 FUNDING CORP. I

 OCH INTERNATIONAL, INC.

 OCHI ADVERTISING FUND LLC

 OCHI HOLDINGS LLC

OCHI HOLDINGS II LLC

By:

/s/ Lynn P. Freeman

Name:

Lynn P. Freeman

Title:

Vice President and Assistant Treasurer of Valvoline US LLC,

Valvoline LLC, Valvoline Licensing and Intellectual Property LLC,

Valvoline International Holdings Inc., Valvoline Instant Oil Change

Franchising, Inc., Relocation Properties Management LLC, VIOC

Funding, Inc., Valvoline International, Inc., OCH International, Inc.,

OCHI Advertising Fund LLC, OCHI Holdings LLC and OCHI

Holdings II LLC; President and Assistant Treasurer of Valvoline

Branded Finance, Inc. and Funding Corp. I

Mail Stop 4631

November 21, 2017

Julie M. O’Daniel
Senior Vice President, General Counsel & Corporate Secretary
Valvoline Inc.
100 Valvoline Way
Lexington, KY 40509

Re: Valvoline Inc.
  Registration Statement on Form S-4
Filed  November 17, 2017
  File No.  333-221652

Dear Ms. O’Daniel :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Sergio Chinos, Staff Attorney,  at (202) 551 -7844  with any questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction

cc: Ilir Mujalovic, Esq.

July 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
File No. 1 -37884
 Dear Ms. Meixelsperger:

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action by the staff .
   Sincerely,

Terence O’Brien
Branch Chief
Office of Manufacturing and Construction

CORRESP
1
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		Document

 Valvoline Inc.

 100 Valvoline Way

 Lexington, KY 40509

July 25, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4631

100 F Street, N.E.

Washington, D.C. 20549

Attn:      Terence O’Brien

Accounting Branch Chief

Office of Manufacturing and Construction

Re:      Valvoline, Inc.

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

Filed December 19, 2016

File No. 1-37884

Dear Mr. O’Brien:

This letter sets forth the responses of Valvoline Inc. (the “Company”) to comments received from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission set forth in your letter of June 26, 2017 (the “Comment Letter”) with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016 (“Annual Report”). For the convenience of the Staff, the comment in the Comment Letter is reprinted in bold and is followed by the corresponding response of the Company.  Unless the context requires otherwise, references to “we,” “our,” “us,” “Valvoline,” or “the Company” in the responses below refer to Valvoline Inc. All references to “Ashland Global” refer to Ashland Global Holdings Inc. and its predecessors and references to “Ashland” refer to Ashland Inc., the predecessor of Ashland Global, unless otherwise specified. As further noted below, Valvoline was newly formed by Ashland Global in 2016 in contemplation of the transactions described herein and was a subsidiary of Ashland Global at September 30, 2016.

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

Financial Statements, page F-1

Note 2 - Significant 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.

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 the equivalent of a stock split. However, 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

Securities and Exchange Commission

Mr. Terence O’Brien

Page 2

•

 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 Ashland 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 advise.

In connection with the Company’s written communications and discussions with the Staff, the Company described that its position with respect to the inclusion of the 34.5 million shares issued in the IPO was based on the substance and unique facts and circumstances of its transactions and a desire to provide users of the Company’s financial statements with the most meaningful and relevant information.  The Company, however, understands and respects the Staff’s view that U.S. GAAP requires that the 170 million shares issued to Ashland as owner upon formation of the Valvoline legal entity should be used as the denominator in computing earnings per share (“EPS”) for the Valvoline carve-out business for all periods presented prior to the date of the IPO (September 28, 2016) and that the issuance of 34.5 million shares to new investors in connection with the IPO should be treated prospectively from the issuance date.

In considering the above, Valvoline has concluded that its presentation of EPS in its reported financial statements for periods prior to the IPO was incorrect.  Management has evaluated that error within the context of SEC Staff Accounting Bulletin No. 99, Materiality (“SAB 99”) and ASC 250, Accounting Changes and Error Corrections. Management has assessed, using both quantitative and qualitative factors, the impact of the error on the previously reported financial statements. Based on the analysis below, management has concluded that the error to the number of weighted average common shares outstanding and resulting impact on EPS would not be material to the consolidated financial statements taken as a whole for the years ended September 30, 2016, 2015 and 2014 and for the interim periods within the years ended September 30, 2016 and 2015. Outlined below is a summary of this materiality analysis that has been prepared by management.

Materiality Analysis

Staff Accounting Bulletin No. 99

The SEC’s Staff Accounting Bulletin No. 99, Materiality (“SAB 99”) states that a matter is material if there is a “substantial likelihood that a reasonable person would consider it important” in making an investment decision.  In addition, SAB 99 also states that “quantifying, in percentage terms, the magnitude of a misstatement is only the beginning of an analysis of materiality” and that the factual context in which the user of financial statements would view the financial statement item must also be evaluated.  There are situations in which a quantitatively large error could be considered immaterial upon consideration of qualitative factors and the total mix of information available to investors and there may also be situations where a quantitatively small error could be considered material.  Both the Staff and Financial Accounting Standards Board, in

Securities and Exchange Commission

Mr. Terence O’Brien

Page 3

their guidance and pronouncements, have consistently emphasized the need for the consideration of qualitative factors in an assessment of materiality. 1

In a situation where errors are quantitatively significant, the determination of materiality must consider both quantitative and qualitative factors as well as the total mix of information from the perspective of a reasonable investor in possession of all available information.  The standard in such a situation is the fundamental materiality test set forth by the U.S. Supreme Court of whether there is “a substantial likelihood that the … fact would have been viewed by the reasonable investor as having significantly altered the ‘total mix’ of information available” in addition to consideration of the qualitative factors set forth in SAB 99 and other Staff guidance.2

The following analysis considers both quantitative and qualitative factors in assessing materiality of the error in the calculation of EPS on Valvoline’s consolidated financial statements necessary in connection with using the alternative methodology.

Quantitative Assessment

Our quantitative review considered the impact of the error in calculating basic and diluted earnings per share and the weighted shares outstanding for the relevant periods, which is shown in the following tables:

 Year Ended September 30,

 2016

 2015

 2014

 2013

 2012

Net income - as reported

 $273

 $196

 $173

 $246

 $114

Shares outstanding - as previously reported

 204.5

 204.5

 204.5

 204.5

 204.5

Shares outstanding - as revised

 170.3

 170.0

 170.0

 170.0

 170.0

Earnings Per Share

Basic and Diluted - as previously reported

 $1.33

 $0.96

 $0.84

 $1.20

 $0.55

Basic and Diluted - as revised

 $1.60

 $1.15

 $1.02

 $1.45

 $0.67

              % Change

 20.3%

 19.8%

 21.4%

 20.8%

 21.8%

1 See SEC Staff Accounting Bulletin No. 99 Topic 1-M, Materiality; SEC Staff Accounting Bulletin No. 98 Topic 1-N, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements; ASC 250, Accounting Changes and Error Corrections; Financial Accounting Standards Board, Concepts Statement No. 2, Qualitative Characteristics of Accounting Information; Todd E. Hardiman, Associate Chief Accountant, Division of Corporation Finance, SEC, Speech by SEC Staff:  Remarks Before the 2006 AICPA National Conference and Current SEC and PCAOB Developments, December 12, 2006; Todd E. Hardiman, Associate Chief Accountant, Division of Corporation Finance, SEC, Speech by SEC Staff: Remarks before the 2007 AICPA National Conference and Current SEC and PCAOB Developments, December 11, 2007; Mark Mahar, Associate Chief Accountant, Office of the Chief Accountant, SEC, Speech by SEC Staff:  Remarks Before the 2008 AICPA National Conference on Current SEC and PCAOB Developments, December 8, 2008; Final Report of the Advisory Committee on Improvements to Financial Reporting (the “Final Report”) to the SEC, issued August 1, 2008.

2 TSC Industries v. Northway, Inc., 426 U.S. 438, 449 (1976)

Securities and Exchange Commission

Mr. Terence O’Brien

Page 4

 Three Months Ended December 31,

 2016

 2015

Net income - as reported

 $72

 $65

Shares outstanding - as previously reported

 204.5

 204.5

Shares outstanding - as revised

 204.5

 170.0

Earnings Per Share

Basic and Diluted - as previously reported

 $0.35

 $0.32

Basic and Diluted - as revised

 $0.35

 $0.38

              % Change

 —

 18.8%

 Six Months Ended

March 31,

 Three Months Ended March 31,

 2017

 2016

 2017

 2016

Net income - as reported

 $143

 $133

 $71

 $68

Shares outstanding - as previously reported

 204.5

 204.5

 204.5

 204.5

Shares outstanding - as revised

 204.5

 170.0

 204.5

 170.0

Basic and Diluted - as previously reported

 $0.70

 $0.65

 $0.35

 $0.33

Basic and Diluted - as revised

 $0.70

 $0.78

 $0.35

 $0.40

              % Change

 —

 20.0%

 —

 21.2%

While we recognize that the differences in the corrected shares outstanding and the EPS amounts appear, on their face, to be quantitatively significant relative to the reported shares outstanding and EPS amounts, we do not believe that these differences would be considered material to our shareholders and research analysts.  Further, we do not believe our lenders and bondholders rely on our EPS amounts. As noted above, reported net income was not impacted by the error.  In addition, no other measure reported on the face of the financial statements was impacted by the error.

Qualitative Analysis

Valvoline also analyzed the impact of the error from a qualitative perspective.  In doing so Valvoline considered both the overall qualitative criteria listed in SAB 99 and additional specific qualitative factors directly applicable to the impact of this error on its users of its financial statements.

With respect to the overall qualitative criteria listed in SAB 99, we concluded the following:

•

 the error had no impact on earnings per share computations in future periods or future filings;

•

 although the error related to an item capable of precise measurement, it was the result of a good faith difference in interpretation in an area that lacks authoritative guidance, after thoughtful consideration of available guidance by Valvoline and consultation with experts;

•

 the error did not change a loss to income or vice versa for any consolidated or segment results;

Securities and Exchange Commission

Mr. Terence O’Brien

Page 5

•

 the error did not have any impact on, nor mask a change in, our earnings trends in any historical period impacted and did not impact trends in EPS in any pre-IPO historical period;

•

 the error did not have any impact on compliance with any regulatory requirements;

•

 the error did not affect compliance with debt covenants or any other contractual requirements; and

•

 the error did not have the effect of increasing management’s compensation by satisfying any requirements for the award of any form of base or incentive compensation; the error did not involve the concealment of an unlawful transaction.

In addition, Valvoline considered the following specific qualitative factors:

•

 Valvoline disclosed its EPS calculation methodology and number of shares used to compute EPS for each period presented in the notes to its consolidated financial statements, including the footnotes to the Selected Financial Data provided in Item 6 of the Form 10-K.3 Moreover, the information related to the number of shares issued to Ashland and in the IPO was readily available in Valvoline’s financial statements and elsewhere in its periodic reports.  This information was also widely available outside of Valvoline’s SEC filings.  Users of Valvoline’s financial statements had sufficient access to all the relevant information necessary to both identify the differences in the EPS calculation methodology that Valvoline used and to recast the reported shares outstanding and EPS based on the correct methodology if they considered it important for their analysis.

•

 The error had no impact on Valvoline’s consolidated balance sheets at September 30, 2016 and 2015. Other than with respect to shares outstanding and EPS, the error had no impact on Valvoline’s consolidated statements of comprehensive income, stockholders’ equity or cash flows for each of the three years in the period ended September 30, 2016 and for any interim period.

•

 Although Valvoline’s historical presentation of EPS was erroneous, it did allow investors to easily compare EPS for pre- and post-IPO periods, which we believe is meaningful to the users of the Valvoline’s financial statements.  EPS based on the actual shares outstanding in the pre-IPO period is not a relevant comparable measure of Valvoline’s pre-IPO performance as ownership during these historical periods was held exclusively by Ashland.  In discussions with investors in connection with the IPO, Valvoline’s leadership learned that investors did not view EPS for pre-IPO periods as a meaningful measure; rather, IPO investors were more focused on understanding EPS on a normalized basis going forward and, more generally, their ability to compare Valvoline’s financial results, performance and trends between pre-IPO and post IPO periods.  Moreover, similar to Valvoline’s annual and quarterly reports post-IPO, the Registration Statement on Form S-1 filed in connection with the IPO included the description of the methodology, assumptions and number of shares used to compute EPS for each period presented. The number of shares used to calculate the pro forma earnings per share for each period presented in the Form S-1 was based on the number of shares Valvoline expected to be outstanding after giving effect to the IPO, and not only the 170 million shares issued to Ashland.  Following the IPO, Valvoline believes that, based on conversations with its investors and research analysts, users of its financial statements find EPS calculated on a comparable basis for all relevant periods to be a useful measure of Valvoline’s financial performance and trends across the pre-IPO and post-IPO periods.

•

 The meaningful financial measures to the users of Valvoline’s financial statements for the periods prior and subsequent to the IPO transaction include revenue, same store sales growth, operating income, EBITDA, cash flows from operating activities and free cash flows, which were not impacted by the error.  When comparing pre-IPO to current period performance, these measures were the ones highlighted by Valvoline’s management in its earnings releases and were the focus of the discussion on its earnings calls. Although EPS is discussed in the context of our

3 Disclosures may be found in Note 2 to the consolidated financial statements included in Valvoline’s Annual Report;

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

CORRESP
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		Document

 Valvoline Inc.

 100 Valvoline Way

 Lexington, KY 40509

June 7, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 4631

100 F Street, N.E.

Washington, D.C. 20549

Attn:      Terence O’Brien

Accounting Branch Chief

Office of Manufacturing and Construction

Re:      Valvoline, Inc.

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

Filed December 19, 2016

File No. 1-37884

Dear Mr. O’Brien:

This letter sets forth the responses of Valvoline Inc. (the “Company”) to comments received from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission set forth in your letter of May 22, 2017 (the “Comment Letter”) with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016 ("Annual Report"). For the convenience of the Staff, each comment in the Comment Letter is reprinted in bold and is followed by the corresponding response of the Company.  Unless the context requires otherwise, references to “we,” “our,” “us,” “Valvoline,” or “the Company” in the responses below refer to Valvoline Inc. All references to “Ashland Global” refer to Ashland Global Holdings Inc. and its predecessors and references to “Ashland” refer to Ashland Inc., the predecessor of Ashland Global, unless otherwise specified. As further noted below, Valvoline was newly formed by Ashland Global in 2016 in contemplation of the transactions described herein and was a subsidiary of Ashland Global at September 30, 2016.

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

Financial Statements, page F-1

Consolidated Statements of Comprehensive Income, page F-4

Earnings per Share, page F-12

1.

 With reference to ASC 260-10-45-10, please explain your basis for utilizing the September 30, 2016 number of shares outstanding as your weighted average common shares outstanding for all periods presented.  Ensure your response explains why you did not weight the 34.5 million IPO shares for the portion of the 2016 period that they were outstanding and exclude such shares in prior fiscal periods.

Please note that this comment also pertains to your earnings per share presentation in your Selected Financial Data where you indicate that per share amounts for periods prior to September 30, 2016 have been presented for comparability only.  Please also address this comment as it relates to your 2017 quarterly reports.

The Company acknowledges the Staff’s comment and respectfully submits that the guidance applicable to the presentation of earnings per share (“EPS”) contained in ASC 260-10-45-10 was considered relative to the requirement to

Securities and Exchange Commission

Mr. Terence O’Brien

Page 2

weight shares relating to the portion of time within a reporting period that common shares were outstanding. Additionally, we considered ASC 260-10-45-7, which requires EPS to be presented for all periods for which an income statement or summary of earnings is presented, as well as ASC 260-10-55-17, which specifies that in a reorganization, EPS computations shall be based on analysis of the particular transaction.

Given the facts of our particular transaction, the lack of authoritative guidance around the calculation of EPS for entities that previously did not exist, and diversity in practice, we concluded that the shares issued to both Ashland Global and other investors in connection with the Initial Public Offering (“IPO”) of Valvoline on September 28, 2016 should be viewed together given the simultaneous capitalization of Valvoline. Prior to the initial capitalization, Valvoline was an unincorporated commercial unit of Ashland and had no separate capital structure or shares outstanding. Concurrent with the initial capitalization, Ashland contributed the historical Valvoline business (as a segment of Ashland) to Valvoline. Instead of structuring the transaction in a manner in which Ashland Global issued all of Valvoline's initial shares to itself and then resold those shares to other investors, Valvoline issued a portion of the shares to other investors and utilized the proceeds to repay debt that was issued at the direction of Ashland prior to the IPO. In lieu of Ashland Global selling its shares in the IPO for proceeds, the proceeds of the Valvoline debt were remitted to Ashland Global prior to the IPO. Given the substance of the transaction, we concluded that the best EPS presentation was to present basic and diluted EPS to retroactively reflect the entire 205 million shares issued in connection with the initial capitalization, contribution and IPO of Valvoline. We further believe such presentation provides the most meaningful information to the users of our financial statements. We respectively acknowledge alternative views may exist, but believe our unique fact pattern supports our EPS presentation.

ASC 260 does not provide authoritative guidance on calculating EPS for entities that previously did not exist, and represent a carve-out of another entity, as is the case with Valvoline. Accordingly, we have fully disclosed how EPS was calculated for all periods presented. We believe our presentation of EPS is consistent with the authoritative literature referred to previously and ensures users of the financial statements can sufficiently evaluate the operations and performance of the Company over the pre- and post-IPO periods on a comparative basis. In this regard, it is important to note that Valvoline had no separately identifiable pool of capital for periods prior to the IPO as it was an unincorporated commercial unit of Ashland. We believe the presentation provided meets the objective of measuring the performance of Valvoline over the reporting periods in a way that gives useful information to the users of our financial statements and provides full transparency to the method of our EPS computations.

The conclusions we have made are a result of our analysis of the facts and circumstances surrounding our particular transaction. The key elements we considered in order to reach our conclusions were as follows:

•

 Prior to the creation of a holding company structure for Ashland and in contemplation of the IPO and subsequent spin-off of Valvoline (the "Reorganization"), Valvoline was an unincorporated commercial unit of Ashland, and thus, had no separate capital structure or shares outstanding. Ashland Global was the new holding company created in the Reorganization.

•

 Prior to the completion of the Reorganization, Ashland took steps to reorganize its assets and liabilities so that the Ashland businesses and the Valvoline business were held in separate subsidiaries of Ashland.

•

 Immediately preceding the closing of the Valvoline IPO on September 28, 2016, Ashland took steps to further reorganize its assets and liabilities so that the Ashland businesses were contributed to Ashland Global and the Valvoline business was contributed to a newly formed subsidiary, Valvoline Inc. (the "Contribution").

•

 Ashland Global caused Valvoline to complete an IPO on September 28, 2016, during which approximately 35 million shares (approximately 17% of its common stock) were issued to public investors, and simultaneously, 170 million shares were issued to Ashland Global.

•

 The proceeds of the IPO were used to repay indebtedness that was issued by Valvoline at the direction of Ashland prior to the IPO. In lieu of Ashland Global selling its shares in the IPO for proceeds, the proceeds of this indebtedness were transferred to Ashland Global prior to the IPO.

Securities and Exchange Commission

Mr. Terence O’Brien

Page 3

We considered whether a weighted average number of shares outstanding would be appropriate for computing EPS, with the issuance of shares to new investors in connection with the IPO treated prospectively from the issuance date. Based on the facts and circumstances, we concluded that treating the entire transaction as a reorganization and recapitalization was the most meaningful presentation. The entire Valvoline capital structure was created at the time of the IPO and the proceeds of the IPO were used to repay indebtedness issued by Valvoline prior to the IPO at the direction of Ashland Global. Economically, this had the same effect as if Ashland Global had caused Valvoline to issue 205 million shares to Ashland Global that were in turn sold to the investor group. Because the Reorganization, Contribution and IPO all took place simultaneously and in contemplation of each other, we believe the structure of the transaction is similar to a reorganization and exchange of equity interests akin to a change in the form of legal ownership to a new structure. Such transactions are the equivalent of a stock split, which requires retrospective treatment for EPS purposes. In this regard, the number of shares issued by Valvoline simply reflects a re-characterization of the capital account previously held by Ashland. For this reason, the total outstanding shares of 205 million was retrospectively applied to all periods presented within the financial statements included in Valvoline’s Annual Report. Subsequent to the Reorganization, Contribution and IPO, the Valvoline equity structure has not changed through March 31, 2017.

Disclosures have been made in the Company's Annual Report as well as in the fiscal 2017 Quarterly Reports on Form 10-Q regarding the retrospective presentation of the financial statements related to the reorganization of entities under common Ashland Global control and the assumptions and methodology have been consistently applied since the completion of our pro forma financial statements in our Registration Statement on Form S-1. The calculations of EPS for each respective period presented have also been disclosed in separate footnotes which detail the number of shares used to compute EPS in each reporting period. We will continue to include such disclosures in future filings. We will also enhance our disclosures in our future periodic reports to clarify our approach and rationale for the outstanding shares utilized in presenting EPS in the pre-IPO periods.

Consolidated Statements of Stockholders Equity, page F-6

2.

 In light of the restructuring steps and Separation activities, including your September 28, 2016 IPO with reference to the applicable authoritative literature, please explain why there is a $(1,039) million balance in your Parent Company Investment account as of September 30, 2016.  Please also address this comment as it relates to your 2017 quarterly reports.

The Valvoline IPO was the initial phase in a broader plan to separate Ashland into two independent, publicly traded companies. The second and final phase included the distribution of 170 million shares of Valvoline common stock held by Ashland Global to Ashland Global's shareholders through a pro rata dividend that took place in May 2017 ("Final Distribution").  The $(1,039) million balance in our Parent Company Investment account represented Ashland Global's cumulative net investment in Valvoline at September 30, 2016 and at each respective balance sheet date thereafter in our fiscal 2017 quarterly reports.  Subsequent to the IPO and prior to the Final Distribution, Valvoline remained a controlled and consolidated subsidiary of Ashland Global based on Ashland's 83% ownership of Valvoline. In reaching our presentation conclusion relative to the Parent Company Investment account, we considered section 7410 of the Division of Corporation Finance's Financial Reporting Manual ("FRM"), which states, "registrants that are components of larger entities should consider SAB Topic 1B when preparing financial statements. Also, retained earnings should not be separately reported by a non-corporate entity. The residual interest should be presented as a single component, such as parent's equity in division."

We considered whether the Parent Company Investment account should be reclassified into additional paid-in capital at the time of contribution of the Valvoline business and related issuance of common shares; however, absent specific accounting literature with regard to the required timing when such reclassification should occur, we considered it to be most appropriate to follow FRM 7410 and continue to present the Parent Company Investment account relative to Ashland Global's net investment until Final Distribution. We believe this presentation accurately reflected Ashland Global's continued controlling interest and provided users of our financial statements with incremental information

Securities and Exchange Commission

Mr. Terence O’Brien

Page 4

relative to the amount of equity attributable to Ashland Global and the amount attributable to other investors during the period which Ashland Global remained our controlling shareholder. As Final Distribution occurred on May 12, 2017 and each share of Ashland Global common stock received 2.745338 shares of Valvoline common stock, a reclassification between the Parent Company Investment account and additional paid-in capital will be presented in our Quarterly Report on Form 10-Q for the period ending June 30, 2017.

Please do not hesitate to contact me at (859) 357-3147 if there are any questions concerning the foregoing or if we can be of assistance in any way.

Sincerely,

/s/ Mary E. Meixelsperger

Mary E. Meixelsperger

Chief Financial Officer

cc:     Audit Committee of the Board of Directors

Ernst & Young LLP

Samuel J. Mitchell, Jr., Chief Executive Officer and Director

Ilir Mujalovic, Shearman & Sterling LLP

May 22, 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
File No. 1-37884

Dear  Ms. Meixelsperger :

We have reviewed your filing an d 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

Consolidated Statements of Comprehensive Inco me, page F -4

Earnings per Share, page F -12

1. With reference to ASC 260 -10-45-10, please explain your basis for utilizing the
September 30, 2016 number of shares outstanding as your weighted average common
shares outstanding for all periods presented.  Ensu re your response explains why you did
not weight the 34.5 million IPO shares for the portion of the 2016 period that they were
outstanding and exclude such shares in prior fiscal periods.

Mary E. Meixel sperger
Valvoline, Inc.
May 22, 2017
Page 2

 Please note that this comment also pertains to your earnings per share presentation in
your Selected Financial Data where you indicate that per share amounts for periods prior
to September 30, 2016 have been presented for comparability only.  Please also address
this comment as it relates to your 2017 quarterly reports.

Consolidated Statements of Stockholders Equity, page F -6

2. In light of the restructuring steps and Separation activities, including your September 28,
2016 IPO and with reference to the applicable authoritative literature, please explain why
there is a $(1,039) million balance in your Parent Company Investment account as of
September 30, 2016.  Please also address this comment as it relates to your 2017
quarterly reports.

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

You may contact Tracie Mariner , Staff Accountant , 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

CORRESP
1
filename1.htm

CORRESP

 September 20, 2016

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Valvoline Inc.

 Registration Statement on Form S-1 (SEC File No. 333-211720)

Ladies and Gentlemen:

 In connection with the above-referenced
Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Valvoline Inc. that the effective date of the Registration Statement be accelerated so that
it will be declared effective at 4:00 p.m., New York City time, on September 22, 2016, or as soon thereafter as practicable.

 Pursuant to Rule 460 under
the Act, please be advised that we have distributed approximately 4,500 copies of the Preliminary Prospectus dated September 12, 2016 (the “Preliminary Prospectus”) through the date hereof, to underwriters, dealers, institutions and
others.

 In connection with the Preliminary Prospectus distribution for the above-referenced issue, the prospective underwriters have confirmed that they
are complying with the 48-hour requirement in Rule 15c2-8(b) under the Securities Exchange Act of 1934, as amended.

Very truly yours,

 MERRILL LYNCH, PIERCE, FENNER & SMITH

   INCORPORATED

 CITIGROUP GLOBAL
MARKETS INC.

 MORGAN STANLEY & CO. LLC

 As
Representatives of the several underwriters

 [SIGNATURE PAGES FOLLOW]

MERRILL LYNCH, PIERCE, FENNER & SMITH

       INCORPORATED

By:

 /s/ Roger C. Matthews

Name:

Roger C. Matthews, Jr.

Title:

Managing Director

CITIGROUP GLOBAL MARKETS INC.

By:

 /s/ Waleed Martin

Name:

Waleed Martin

Title:

Vice President

MORGAN STANLEY & CO. LLC

By:

 /s/ Thilakshani Dias

Name:

Thilakshani Dias

Title:

Executive Director

 As representatives of the several underwriters.

[Signature Page to Acceleration Request Letter]

CORRESP
1
filename1.htm

CORRESP

 Valvoline Inc.

3499 Blazer Parkway

 Lexington, KY
40509

 (859) 357-7777

 Via EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-7010

Attn:
Mr. Craig Slivka

Mr. Terence O’Brien

Ms. Tracie Mariner

Mr. David Korvin

 September 20, 2016

Valvoline Inc.

Registration Statement on Form S-1

File No. 333-211720

 Dear
Mr. Slivka:

 Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), Valvoline Inc., a corporation organized and existing under the laws of the Commonwealth of Kentucky (the
“Company”), hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that the Registration Statement, as then amended, will become effective under the Securities Act by 4:00 p.m., New
York City time, on September 22, 2016, or as soon thereafter as practicable.

 In connection with this request, the Company
acknowledges that:

•

should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 * * *

 It would be appreciated if, as soon as the Registration Statement is declared effective, you
would so inform the Company’s counsel, Andrew J. Pitts of Cravath, Swaine & Moore LLP at (212) 474-1620, and then send written confirmation to the addressees listed on the cover of the Registration Statement.

Very truly yours,

Valvoline Inc.

      By:

 /s/ Julie M. O’Daniel

Julie M. O’Daniel

General Counsel and Secretary

CORRESP
1
filename1.htm

CORRESP

 September 6, 2016

Valvoline Inc.

Registration Statement on Form S-1

File No. 333-211720

 Dear Mr. Slivka:

This letter relates to the Registration Statement on Form S-1 (File No. 333-211720) (the “Registration Statement”) of
Valvoline Inc. (the “Company”). The Company hereby supplementally provides the following transaction size and price range information expected to be included in the Company’s preliminary prospectus (the “Preliminary
Prospectus”) forming part of the Registration Statement which relates to the Company’s proposed initial public offering (the “Offering”) for review by the staff of the Securities and Exchange Commission (the
“Staff”). The Company expects that the Preliminary Prospectus will include the following information:

•

an initial public offering price per share of the Company’s common stock (the “Shares”) of between $20.00 and $23.00 per Share,

•

an offering of 30,000,000 Shares (or 34,500,000 Shares if the underwriters’ option to purchase additional shares is exercised in full),

•

200,000,000 Shares to be outstanding following the Offering (or 204,500,000 Shares if the underwriters’ option to purchase additional shares is exercised in full) and

•

anticipated gross proceeds of $645,000,000 (net proceeds of $605,000,000), such proceeds to be used to repay indebtedness incurred in connection with the separation transactions described in the Preliminary Prospectus.

 To assist the Staff in its review, the Company is supplementally providing the Staff with Exhibit A to this letter
containing certain pages of the Registration Statement, revised to give effect to the information listed above. In response to the Staff’s comment contained in your letter dated September 2, 2016, relating to the Registration Statement,
the Company is also including representative revised disclosure regarding the shares that will be offered under the directed share program.

The Company also expects to include information regarding new directors, corporate governance policy and the registration rights agreement in
the Preliminary Prospectus, and is supplementally providing the Staff with Exhibit B to this letter containing certain pages of the Registration Statement revised to provide such updated disclosure.

 Finally, the Company intends to include certain artwork on the inside front and inside rear cover
pages to the Preliminary Prospectus, and the Company is supplementally providing the Staff with Exhibit C to this letter containing a copy of the proposed artwork.

The Company greatly appreciates the Staff’s willingness to accommodate the Company and respectfully requests that the Staff review
Exhibit A, Exhibit B and Exhibit C in advance of the filing of Amendment No. 4 to the Registration Statement (including the Preliminary Prospectus) and the commencement of the Company’s IPO marketing “road show”,
which is expected to occur on Monday, September 12, 2016.

 Please contact me at (859) 815-3333, Julie M. O’Daniel of Valvoline at (859) 357-7777
or Andrew J. Pitts of Cravath, Swaine & Moore LLP at (212) 474-1620 with any questions or comments you may have regarding this letter or the Registration Statement.

Very truly yours,

Ashland Inc.

 /s/ Peter J. Ganz

Peter J. Ganz

Senior Vice President, General Counsel and Secretary

 Craig Slivka

Special Counsel

 U.S. Securities
and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington,
D.C. 20549

 Encl.

 Copy w/encl. to:

Terence O’Brien

 Tracie Mariner

David Korvin

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington,
D.C. 20549

 Julie M. O’Daniel

 General
Counsel

 Valvoline Inc.

 3499
Blazer Parkway

 Lexington, KY 40509

 Andrew
J. Pitts

 Cravath, Swaine & Moore LLP

Worldwide Plaza

 825 Eighth
Avenue

 New York, NY 10019

 BY EDGAR; FEDEX

 Exhibit A

 As filed with the Securities and Exchange Commission on September 12, 2016

Registration No. 333-211720

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 Amendment
No. 4

 to

FORM S-1

REGISTRATION STATEMENT

UNDER

 THE
SECURITIES ACT OF 1933

Valvoline Inc.

 (Exact
name of registrant as specified in its Charter)

Kentucky

2992

30-0939371

 (State or other jurisdiction of

incorporation or organization)

 (Primary Standard Industrial

Classification Code Number)

 (I.R.S. Employer

Identification No.)

 3499 Blazer Parkway

Lexington, KY 40509

 (859)
357-7777

 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive
office)

Samuel J. Mitchell, Jr.

Chief Executive Officer

Valvoline Inc.

 3499 Blazer
Parkway

 Lexington, KY 40509

(859) 357-7777

 (Name,
address, including zip code, and telephone number, including area code, of agent for service)

 With a copy
to:

 Peter J. Ganz

Senior Vice President, General Counsel and Secretary

Ashland Inc.

 50 E.
RiverCenter Boulevard

 P.O. Box 391

Covington, KY 41012-0391

(859) 815-3333

 Julie M. O’Daniel

General Counsel

Valvoline Inc.

 3499
Blazer Parkway

 Lexington, KY 40509

(859) 357-7777

 Susan Webster

Thomas E. Dunn

 Andrew
J. Pitts

 Cravath, Swaine & Moore LLP

Worldwide Plaza

 825
Eighth Avenue

 New York, NY 10019

(212) 474-1000

 Jonathan M. DeSantis

Ilir Mujalovic

 Shearman
& Sterling LLP

 599 Lexington Avenue

New York, NY 10022

(212) 848-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration
statement.

 If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box.  ¨

 If this Form is
filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.  ¨

 If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one)

Large Accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

x  (Do not check if a smaller reporting company)

Smaller reporting company

¨

CALCULATION OF REGISTRATION FEE

 Title of Each Class of

Securities to be Registered

 Amount to be
Registered(1)

 Proposed Maximum
Offering Price Per
Share

 Proposed Maximum
Aggregate Offering
Price(2)

 Amount of
Registration Fee(3)

 Common stock, par value $0.01 per share

 34,500,000

 $23.00

 $793,500,000

 $79,905.45

(1)
Includes 4,500,000 shares of common stock which may be purchased pursuant to the underwriters’ overallotment option.

(2)
Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(a) under the Securities Act of 1933.

(3)
The registrant previously paid $10,070 of this amount in connection with its initial registration statement on May 31, 2016.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration
statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

 The Offering

 Issuer

Valvoline Inc.

 Common stock offered by us in this offering

30,000,000 shares (34,500,000 shares if the underwriters exercise their overallotment option in full)

 Common stock to be held by Ashland immediately after this offering

170,000,000 shares

 Common stock to be outstanding immediately after this offering

200,000,000 shares (204,500,000 shares if the underwriters exercise their overallotment option in full)

 Underwriters’ option

We have granted the underwriters an option for a period of 30 days after the date of this prospectus to purchase up to 4,500,000 additional shares of common stock solely to cover over allotments.

 Use of proceeds

We estimate that the net proceeds from this offering, after deducting the underwriting discount and estimated offering expenses payable by us, will be approximately $605.0 million (or approximately $697.0 million if the underwriters’
overallotment option is exercised in full), assuming that the shares of our common stock to be sold in this offering are sold at $21.50 per share, the midpoint of the price range set forth on the cover page of this prospectus. Immediately prior to
the closing of this offering, we expect to borrow approximately $875.0 million under our senior secured term loan and approximately $105.0 million under a new short-term loan facility and transfer the proceeds to Ashland. If we expect the net
proceeds from this offering to exceed $605.0 million, we may incur additional short-term indebtedness under the short-term loan facility and also transfer the net proceeds thereof to Ashland. We expect to use the net proceeds of this offering to
reduce our obligations under our senior secured term loan facility and the short-term loan facility so that, after giving effect to the application of the net proceeds of this offering, there is no more than approximately $375.0 million
outstanding under our senior secured term loan facility and no borrowings outstanding under the short-term facility. We would retain and expect to use for general corporate purposes any additional proceeds to us from the exercise by the
underwriters of their overallotment option. See “Use of Proceeds.”

Certain of the underwriters or their affiliates are lenders, or agents or managers for the lenders, under our senior secured term loan facility, and are expected to become lenders under our new short-term loan facility.
To the extent an underwriter or one of its affiliates is a lender under our senior secured term loan facility and/or the short term loan facility, they will receive a portion of the proceeds from this offering. See “—Conflicts of
interest”, “Use of Proceeds” and “Underwriting (Conflicts of Interest)”.

 In addition, certain of the underwriters or their affiliates are lenders, or agents or managers for the lenders, under
Ashland’s term loan facility (the “Ashland Term Loan”) and Ashland’s revolving credit facility (the

 8

“Ashland Revolver,” and together with the Ashland Term Loan, the “Ashland Credit Facilities”), as governed by Ashland’s credit agreement dated as of June 23, 2015, as
amended or otherwise modified from time to time. In particular, Bank of America, N.A., an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citibank, N.A., an affiliate of Citigroup Global Markets Inc., Deutsche Bank Trust Company
Americas, an affiliate of Deutsche Bank Securities Inc., Goldman Sachs Bank USA, an affiliate of Goldman, Sachs & Co., J.P. Morgan Chase Bank, N.A., an affiliate of J.P. Morgan Securities LLC, The Bank of Nova Scotia, an affiliate of Scotia
Capital (USA) Inc., Mizuho Bank, Ltd., an affiliate of Mizuho Securities USA Inc., PNC Capital Markets LLC and its affiliate, PNC Bank, National Association, and SunTrust Bank, an affiliate of SunTrust Robinson Humphrey, Inc., are lenders and agents
under the Ashland Credit Facilities and may receive proceeds as a result of repayment by Ashland of the Ashland Credit Facilities. Ashland has informed us that it currently expects to use any amounts from borrowings or other debt incurrences by us
prior to the closing of this offering that are transferred by us to Ashland to repay borrowings under the Ashland Credit Facilities. See “Underwriting (Conflicts of Interest).”

 Dividend policy

We expect to pay quarterly cash dividends to holders of our common stock beginning with the quarter ending December 31, 2016. The declaration and payment of dividends to holders of our common stock will be at the discretion of our board of
directors in accordance with applicable law after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs, cash flows, impact on our effective tax rate, indebtedness, legal
requirements and other factors that our board of directors deems relevant. In addition, the instruments governing our indebtedness may limit our ability to pay dividends.

 Risk factors

You should read the “Risk Factors” section of this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.

 Conflicts of interest

 As described in the “Use of Proceeds,” we expect to use a portion of the net proceeds from this offering to reduce our obligations under our
senior secured term loan facility and the short-term loan facility. Bank of America, N.A., an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citibank N.A., an affiliate of Citigroup Global Markets Inc., Morgan Stanley Bank,
N.A., an affiliate of Morgan Stanley & Co, LLC, Deutsche Bank AG New York Branch, an affiliate of Deutsche Bank Securities Inc., Goldman Sachs Bank USA, an affiliate of Goldman, Sachs & Co., J.P. Morgan Chase Bank, N.A., an affiliate of J.P.
Morgan Securities LLC, The Bank of Nova Scotia, an affiliate of Scotia Capital (USA) Inc., Mizuho Bank, Ltd., an affiliate of Mizuho Securities USA Inc., PNC Bank, National Association, an affiliate of PNC Capital Markets LLC and SunTrust Bank, an
affiliate of SunTrust Robinson Humphrey, Inc., are lenders and agents under our senior secured term loan facility. Because Bank

 9

of America, N.A., Citibank N.A., Morgan Stanley Bank, N.A., Deutsche Bank AG New York Branch, Goldman Sachs Bank USA, J.P. Morgan Chase Bank, N.A., The Bank of Nova Scotia and PNC Bank, National
Association are expected to receive 5% or more of the net proceeds of this offering, not including underwriting compensation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Morgan Stanley & Co, LLC,
Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Scotia Capital (USA) Inc. and PNC Capital Markets LLC as underwriters participating in this offering, are deemed to have a “conflict of interest” within
the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“Rule 5121”). Accordingly, this offering will be made in compliance with the applicable provisions of Rule 5121, which requires that a qualified independent
underwriter (“QIU”) participate in the preparation of this prospectus and perform the usual standards of due diligence with respect thereto. BTIG, LLC has agreed to act as the QIU for this offering. BTIG, LLC will not receive any
additional compensation for acting as the QIU. We have agreed to indemnify BTIG, LLC against certain liabilities incurred in connection with acting as a QIU, including liabilities under the Securities Act. In accordance with Rule 5121, none of
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Morgan Stanley & Co, LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC

Mail Stop 4631       September 2 , 201 6

Via E -mail
Peter Ganz
Senior Vice President, General Counsel and Secretary
Ashland Inc.
50 E. RiverCenter Boulevard
P.O. Box 391
Covington, KY  41012

Re: Valvoline  Inc.
Amendment No. 3 to Registration Statement on Form S -1
Filed August 23 , 2016
  File No. 333-2117 20

Dear Mr. Ganz :

We have reviewed your response letter and the above -referenced filing, and have the
following comment.

Share Eligible for Future Sale, page 173
Directed Share Program, page 173

1. We note your disclosure that shares under the directed share program will be offered to
“certain of our employees and certain other persons.”  Please revise your disclosure to
identify wi th more specificity the category of persons eligible to participate in the
program.  Additionally, please disclose whether these shares will be subject to the lock -
up period.

You may contact Tracie Mariner , Staff Accountant at 202 -551-3744  or Terence O’Br ien,
Accounting Branch Chief  at 202 -551-3355 if you have questions regarding comments on the
financial statements and related matters.  Please contact David Korvin, Staff Attorney  at 202 -
551-3236 or Craig Slivka, Special Counsel  at 202 -551-3729 with any ot her questions.

Sincerely,

 /S/ Craig S livka,  for

 Pamela Long
Assistant Director
Office of Manufacturing and
Construction

Peter Ganz
Ashland Inc.
September 2, 2016
Page 2

cc: Via E-mail
Andrew Pitts
Cravath, Swaine & Moore LLP

Mail Stop 4631       August 11, 201 6

Via E -mail
Peter Ganz
Senior Vice President, General Counsel and Secretary
Ashland Inc.
50 E. RiverCenter Boulevard
P.O. Box 391
Covington, KY  41012

Re: Valvoline  Inc.
Amendment No. 2 to Registration Statement on Form S -1
Filed July 29 , 2016
  File No. 333-2117 20

Dear Mr. Ganz :

We have reviewed your response letter and the above -referenced filing, and have the
following comments.

Management’s Discussion and Analysis, page 52
Financial Position, Liquidity, and Capital Resources, page 74

1. We note you entered into a senior secured term loan facility providing you up to $875.0
million of borrowings and a senior secured revolving credit  facility providing you up to
$450.0 million of borrowing capacity.  Further, we note you issued senior unsecured
notes in an aggregate principal amount of $375.0 million.  Please expand your disclosure
to include the terms, covenants, and other significan t provisions of these debt facilities.

Executive Compensation, page 107
Summary Compensation Table, page 132

2. We note your supplemental response to comment 3 in our letter dated July 20, 2016, but
remain unpersuaded that Valvoline does not need to pro vide executive compensation for
fiscal years 2013 and 2014.  Regulation S -K C&DI 217.03 does not appear to apply here
because it is for the specific situation where “officers of the subsidiary previously were
officers of the parent” and Mr. Mitchell is the  only Valvoline officer that was previously
an officer of Ashland.  Further, Regulation S -K C&DI 217.01 provides clarification of
the scope of Instruction 1 to Item 402(c) of Regulation S -K and applies here because
even though the assets Valvoline holds po st-separation will not be identical to the ones
held pre -separation, Valvoline will not be a new company consisting of several different
operating  segments of Ashland, nor will it have new management.  Please revise
accordingly.

Peter Ganz
Ashland Inc.
August 11, 201 6
Page 2

 You may contact Tracie  Mariner , Staff Accountant at 202 -551-3744  or Terence O’Brien ,
Accounting Branch Chief  at 202 -551-3355 if you have questions regarding comments on the
financial statements and related matters.  Please contact David Korvin, Staff Attorney  at 202 -
551-3236 or  Craig Slivka, Special Counsel  at 202 -551-3729 with any other questions.

Sincerely,

 /s/ Terence O ’Brien for

 Pamela Long
Assistant Director
Office of Manufacturing and
Construction

cc: Via E-mail
Andrew Pitts
Cravath, Swaine & Moore LLP

Mail Stop 4631       July 2 0, 201 6

Via E -mail
Peter Ganz
Senior Vice President, General Counsel and Secretary
Ashland Inc.
50 E. RiverCenter Boulevard
P.O. Box 391
Covington, KY  41012

Re: Valvoline  Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed July 12 , 2016
  File No. 333-2117 20

Dear Mr. Ganz :

We have reviewed your response letter and the above -referenced filing, and have the
following comments.

Use of Proceeds, page 35

1. Please note that once you have included completed pro forma information and related
disclosures we will need sufficient time to review such information and may have
additional comments based on your compliance with Article 11 of Regulati on S -X, as
well as the transparency of disclosure relating to your use of proceeds and pro forma
capitalization.

Management’s Discussion and Analysis, page 52
Results of Operations - Combined Review, page 57
Non-GAAP Performance Metrics, page 57

2. We have r ead your response to comment 12  in our letter dated June 27, 2016 .  Please
expand your disclosure to quantify the actual and expected returns on pension plan assets
you discuss on page 58 or to include a cross -reference to the page(s) where the
information  can be located.

Executive Compensation, page 107
Summary Compensation Table, page 132

3. We note your supplemental response to comment 14 of our letter dated June 27, 2016.
Given that Ashland is spinning off its Valvoline segment, and that your named exec utive
officers each providing services to Valvoline prior to the spin -off and will continue to

Peter Ganz
Ashland Inc.
July 2 0, 201 6
Page 2

 provide similar services after the spin -off, we continue to believe that you should provide
historical compensation disclosure for your named executive officers.   Please revise your
disclosure accordingly.

You may contact Tracie Mariner , Staff Accountant at 202 -551-3744 or Terence O’Brien ,
Accounting Branch Chief  at 202-551-3355 if you have questions regarding comments on the
financial statements and relate d matters.  Please contact David Korvin, Staff Attorney  at 202 -
551-3236 or Craig Slivka, Special Counsel  at 202 -551-3729 with any other questions.

Sincerely,

 /s/ Craig Slivka, for

 Pamela Long
Assistant Director
Office of Manufacturing and
Construction

cc: Via E-mail
Andrew Pitts
Cravath, Swaine & Moore LLP

Mail Stop 4631       June 27, 201 6

Via E -mail
Peter Ganz
Senior Vice President, General Counsel and Secretary
Ashland Inc.
50 E. RiverCenter Boulevard
P.O. Box 391
Covington, KY  41012

Re: Valvoline  Inc.
Registration Statement on Form S -1
Filed May 31, 2016
  File No. 333-2117 20

Dear Mr. Ganz :

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

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do no t believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. We note that you intend to provide significant additional information in an amendment to
your registration statement, including information regarding management, directors,
material indebtedness, and key terms of the various agreements you will enter into with
Ashland in connection with the separation. To the extent practicable, please include this
information and file your agreements with Ashland in your next amendment.

Prospectus Summary, page 1

2. Please identify those aspects of the offering and your c ompany that are most significant,
and highlight these points in plain, clear language.  The summary should not, and is not
required to repeat the detailed information in the prospectus.  The detailed description of

Peter Ganz
Ashland Inc.
June 27, 201 6
Page 2

 your business, competitive strengths, and  strategy is unnecessary since you repeat them
verbatim in the business section of the prospectus.

Risk Factors, page 19
Because of the concentration of our sales to a small number of retailers…, page 21

3. Please identify the customer described as “another  large national retailer” in your next
amendment.  Additionally, please disclose which retailers listed here accounted for more
than 10% of Core North America segment’s sales in 2015.

The competitive nature of our markets may delay…, page 23

4. We note that  you source lubricant additives from a limited number of suppliers.  Please
disclose the name of these suppliers in your next amendment.  Additionally, to the extent
any of these supply contracts represents a material contract pursuant to Item 601(b)(10)
of Regulation S -K, please file such contract as an exhibit to your registration statement.

Use of Proceeds, page 41

5. Please  tell us whether affiliates of your underwriters are lenders and/or agents of Ashland
debt that will be paid with pro ceeds of the offering.  If these relationships exist, please
disclose this here or provide a cross reference to this disclosure in the underwriting
section.

6. Please identify the indebtedness you intend to repay with the proceeds from the offering,
explain whether this indebtedness is currently reported on the balance sheet of Valvoline
and Ashland, and explain the accounting for the repayment.  You state, “any remaining
proceeds will be used for general corporate purposes.”  Please clarify whether remaining
proceeds will remain with Valvoline or whether there could be any additional dividends,
transfers or other payments to Ashland.  Reflect these potential transactions in the pro
forma financial statements and accompanying notes as appropriate, as well as i n the
discussion of capitalization on page 43 and discussion of proceeds on page 14 and
elsewhere.

Note B – Pension and other postretirement plans transferred to Valvoline, page 54

7. Please explain how you will calculate the amounts in pro forma adjustment   B and their
factual basis.  Also, please explain the reasons for any significant variances between the
calculated amounts and amounts presented in the carve out historical financial statements

8. Please clarify whether you are including a material curtailm ent gain in pro forma
adjustment B to the income statement for the year ended September 30, 2015.  If so,
please explain the basis for including a pro forma adjustment for a curtailment gain
arising from the freezing and elimination of certain benefits ann ounced in March 2016.

Peter Ganz
Ashland Inc.
June 27, 201 6
Page 3

 Please clarify if the curtailment gain is a nonrecurring credit recognized after September
30, 2015.  Refer to Rule 11 -01(b), paragraphs (5) and (6).

9. Please explain specifically how the freezing or elimination of certain benefits su pports
the reclassification of costs associated with pension and other postretirement plans from
cost of sales solely into selling, general and administrative expenses.

Note I – Legacy assets and liabilities, page 56

10. Please tell us the nature of any sign ificant legacy assets and liabilities that are expected to
be transferred from Ashland as a result of the separation.  Also, please explain why such
assets and liabilities were not included in the historical financial statements of Valvoline.

Management’s  Discussion and Analysis, page 57
Public Company Expenses, page 62

11. Please disclose an estimate of the additional costs you expect to incur as a result of being
a standalone company.

Results of Operations - Combined Review, page 62
Non-GAAP Performance Metrics, page 62

12. We note your disclosure of “Losses (gains) on pension and other postretirement plans
remeasurement” which are excluded in your reconciliation of net income to Adjusted
EBITDA.  Please expand your disclosure to quantify the amounts of actu al and expected
asset returns and the amount of net periodic pension cost that is included in the non -
GAAP measure.

Business, page 89
Intellectual Property, page 106

13. Please discuss the importance and duration of your patents.

Executive Compensation, p age 112

14. We note you have provided executive compensation for fiscal year 2015.  Please note
that you are also required to provide executive compensation for fiscal years 2013 and
2014.  For further guidance, please see Regulation S -K C&DIs 217.01 and 217. 03.

Long -Term Incentive Equity Compensation, page 121
2015-2017 LTIP Performance Units, page 122

15. Please specify how the “Performance Peer Group” is weighted between the S&P MidCap
400 and S&P 500 Materials Group.

Peter Ganz
Ashland Inc.
June 27, 201 6
Page 4

 Compensation Program of Valvoline Follow ing the Spin -off, page 130

16. Please discuss whether all stock appreciation rights, performance share awards, restricted
share awards, restricted stock units, common stock units and deferred stock units and
other incentive awards and deferrals covering share s of Ashland or Ashland Global
common stock, whether vested or not vested will remain valid and in full effect for
Valvoline officers and employees following the spin -off.  Describe any terms and
conditions of such agreements that would be relevant to the spin-off and resulting change
in legal employer of Valvoline officers and employees and the expected resulting impact.

Potential Payments upon Termination or Change in Control for Fiscal 2015, page 141

17. Please tell us whether the reorganization of Ashland, separation of Valvoline, or initial
public offering of Valvoline, Inc., or any of the related transactions or other currently
anticipated events are expected to result in payments under the change in control
agreements or other agreements.

Combin ed Statements of Operations and Comprehensive Income, page F -7

18. Please tell us how you consider ASC 360 -10-45-5 in excluding the loss on the sale of car
care product assets of $26.3 million from operating income.

Note K – Employee Benefit Plans, page F -27

19. Please tell us where the $46 million loss on the remeasurement of pension and other
retirement plans is reflected on the income statement for 2015.  If applicable, please
reconcile to the actuarial loss for 2015 of $2 million.

Notwithstanding our commen ts, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, decla re the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the co mpany from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Peter Ganz
Ashland Inc.
June 27, 201 6
Page 5

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Secu rities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested eff ective date of the
registration statement.

You may contact Tracie Mariner , Staff Accountant at 202 -551-3744 or Terence O’Brien ,
Accounting Branch Chief  at 202-551-3355 if you have questions regarding comments on the
financial statements and related m atters.  Please contact David Korvin, Staff Attorney  at 202 -
551-3236 or Craig Slivka, Special Counsel  at 202 -551-3729 with any other questions.

Sincerely,

 /s/ Craig S livka, for

 Pamela Long
Assistant Director
Office of Manufacturing and
Construction

cc: Via E-mail
Andr ew Pitts
Cravath, Swaine & Moore LLP