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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Kentucky
(State or other jurisdiction of incorporation or organization)
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30-0939371
(I.R.S. Employer Identification No.)
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Large Accelerated Filer
þ
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Accelerated Filer
o
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Non-Accelerated Filer
o
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Smaller Reporting Company
o
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(Do not check if a smaller reporting company)
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Emerging Growth Company
o
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Page
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PART I – FINANCIAL INFORMATION
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For the three months ended December 31, 2017 and 2016
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As of December 31, 2017 and September 30, 2017
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For the three months ended December 31, 2017 and 2016
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PART II – OTHER INFORMATION
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Three months ended December 31
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||||||
(In millions except per share data - unaudited)
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2017
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|
2016
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||||
Sales
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$
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545
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$
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489
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Cost of sales
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350
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304
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Gross profit
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195
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185
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||||
Selling, general and administrative expenses
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114
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95
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Separation costs
|
2
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|
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6
|
|
||
Equity and other income
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(9
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)
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(10
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)
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||
Operating income
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88
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|
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94
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Net pension and other postretirement plan non-service income and remeasurement adjustments
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(10
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)
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(26
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)
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Net interest and other financing expense
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14
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10
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Income before income taxes
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84
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110
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Income tax expense
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94
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38
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Net (loss) income
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$
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(10
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)
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$
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72
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NET (LOSS) INCOME PER SHARE
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Basic
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$
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(0.05
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)
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$
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0.35
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Diluted
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$
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(0.05
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)
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$
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0.35
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||||
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
|
|
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Basic
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202
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205
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Diluted
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202
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205
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DIVIDENDS PAID PER COMMON SHARE
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$
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0.07
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$
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0.05
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COMPREHENSIVE (LOSS) INCOME
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||||
Net (loss) income
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$
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(10
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)
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$
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72
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Other comprehensive income (loss), net of tax
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||||
Unrealized translation gain (loss)
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1
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(9
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)
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||
Pension and other postretirement obligation adjustment
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(2
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)
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(2
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)
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||
Other comprehensive loss
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(1
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)
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(11
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)
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Comprehensive (loss) income
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$
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(11
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)
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$
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61
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|
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(In millions except per share amounts - unaudited)
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December 31
2017 |
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September 30
2017 |
||||
Assets
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Current assets
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|
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||||
Cash and cash equivalents
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$
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115
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$
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201
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Accounts receivable, net
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418
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385
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Inventories, net
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170
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175
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Other current assets
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32
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29
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Total current assets
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735
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790
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Noncurrent assets
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|
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Property, plant and equipment, net
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384
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391
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Goodwill and intangibles, net
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393
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335
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Equity method investments
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33
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30
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Deferred income taxes
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196
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281
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Other noncurrent assets
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86
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88
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Total noncurrent assets
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1,092
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1,125
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Total assets
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$
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1,827
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$
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1,915
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Liabilities and Stockholders’ Deficit
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Current liabilities
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Short-term debt
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$
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—
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$
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75
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Current portion of long-term debt
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19
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15
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Trade and other payables
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141
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192
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Accrued expenses and other liabilities
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208
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196
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Total current liabilities
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368
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478
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Noncurrent liabilities
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Long-term debt
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1,147
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1,034
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Employee benefit obligations
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331
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342
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Other noncurrent liabilities
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175
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178
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Total noncurrent liabilities
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1,653
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1,554
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Commitments and contingencies
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Stockholders
’
deficit
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||||
Preferred stock, no par value, 40 shares authorized; no shares issued and outstanding
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—
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—
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Common stock, par value $0.01 per share, 400 shares authorized; 201 and 203 shares issued and outstanding at December 31, 2017 and September 30, 2017
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2
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2
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Paid-in capital
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—
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5
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Retained deficit
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(238
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)
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(167
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)
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Accumulated other comprehensive income
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42
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43
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Total stockholders’ deficit
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(194
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)
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|
(117
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)
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Total liabilities and stockholders
’
deficit
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$
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1,827
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$
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1,915
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Three months ended
December 31 |
||||||
(In millions - unaudited)
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2017
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|
2016
|
||||
Cash flows from operating activities
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|
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||||
Net (loss) income
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$
|
(10
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)
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$
|
72
|
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Adjustments to reconcile net income (loss) to cash flows from operating activities
|
|
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|
||||
Depreciation and amortization
|
11
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|
9
|
|
||
Debt issuance cost and discount amortization
|
1
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|
1
|
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||
Deferred income taxes
|
85
|
|
|
—
|
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||
Equity income from affiliates
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(5
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)
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(4
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)
|
||
Distributions from equity affiliates
|
3
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|
|
—
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||
Pension contributions
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(3
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)
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(3
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)
|
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Gain on pension and other postretirement plan remeasurements
|
—
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|
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(8
|
)
|
||
Stock-based compensation expense
|
4
|
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|
1
|
|
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Change in assets and liabilities
(a)
|
|
|
|
||||
Accounts receivable
|
(34
|
)
|
|
10
|
|
||
Inventories
|
7
|
|
|
(2
|
)
|
||
Payables and accrued liabilities
|
(40
|
)
|
|
23
|
|
||
Other assets and liabilities
|
1
|
|
|
(11
|
)
|
||
Total cash provided by operating activities
|
20
|
|
|
88
|
|
||
Cash flows from investing activities
|
|
|
|
||||
Additions to property, plant and equipment
|
(14
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)
|
|
(9
|
)
|
||
Acquisitions, net of cash acquired
|
(60
|
)
|
|
—
|
|
||
Other investing activities, net
|
—
|
|
|
(1
|
)
|
||
Total cash used in investing activities
|
(74
|
)
|
|
(10
|
)
|
||
Cash flows from financing activities
|
|
|
|
||||
Net transfers to Ashland
|
—
|
|
|
(2
|
)
|
||
Proceeds from borrowings, net of issuance costs
|
44
|
|
|
75
|
|
||
Repayments on borrowings
|
(4
|
)
|
|
(79
|
)
|
||
Repurchase of common stock
|
(37
|
)
|
|
—
|
|
||
Purchase of additional ownership in subsidiary
|
(15
|
)
|
|
—
|
|
||
Cash dividends paid
|
(15
|
)
|
|
(10
|
)
|
||
Other financing activities
|
(4
|
)
|
|
—
|
|
||
Total cash used in financing activities
|
(31
|
)
|
|
(16
|
)
|
||
Effect of currency exchange rate changes on cash and cash equivalents
|
(1
|
)
|
|
2
|
|
||
(Decrease) increase in cash and cash equivalents
|
(86
|
)
|
|
64
|
|
||
Cash and cash equivalents - beginning of period
|
201
|
|
|
172
|
|
||
Cash and cash equivalents - end of period
|
$
|
115
|
|
|
$
|
236
|
|
|
|
|
|
•
|
In July 2015, the Financial Accounting Standards Board (“FASB”) issued accounting guidance to simplify the subsequent measurement of certain inventories by replacing the current lower of cost or market test with a lower of cost or net realizable value test. The guidance applies only to inventories for which cost is determined by methods other than last-in, first out (“LIFO”) and retail inventory methods. Valvoline adopted this guidance prospectively on October 1, 2017. Valvoline utilizes LIFO to value approximately
70%
of its gross inventory and there were no material differences in the Company's previous valuation methodology for its remaining inventory using lower of cost or market to lower of cost or net realizable value.
|
•
|
In March 2017, the FASB issued accounting guidance that changed how employers who sponsor defined benefit pension and/or postretirement benefit plans present the net periodic benefit cost in the Condensed Consolidated Statements of Comprehensive Income. This guidance requires employers to present the service cost component of net periodic benefit cost in the same caption as other employee compensation costs from services rendered during the period. All other components of the net periodic benefit cost are presented separately outside of the operating income caption. Valvoline retrospectively adopted this guidance on October 1, 2017. Accordingly,
Net pension and other postretirement plan non-service income and remeasurement adjustments
has been reclassified to non-operating income for all periods presented within the Condensed Consolidated Statements of Comprehensive Income, which reduced previously reported operating income by
$26 million
for the three months ended December 31, 2016.
|
|
December 31, 2017
|
|
September 30, 2017
|
||||||||||||
|
|
|
Quoted prices in active markets for identical assets
|
|
|
|
Quoted prices in active markets for identical assets
|
||||||||
(In millions)
|
Fair Value
|
|
Level 1
|
|
Fair Value
|
|
Level 1
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
(a)
|
$
|
24
|
|
|
$
|
24
|
|
|
$
|
46
|
|
|
$
|
46
|
|
Foreign currency derivatives
(b)
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||
Non-qualified trust funds
(c)
|
30
|
|
|
30
|
|
|
30
|
|
|
30
|
|
||||
Total assets at fair value
|
$
|
55
|
|
|
$
|
55
|
|
|
$
|
77
|
|
|
$
|
77
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign currency derivatives
(d)
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Total liabilities at fair value
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
(b)
|
Included in
Other current assets
in the Condensed Consolidated Balance Sheets.
|
(c)
|
As of December 31, 2017,
$2 million
of this balance is included in
Other current assets
, with the remainder included in
Other noncurrent assets
in the Condensed Consolidated Balance Sheets. As of September 30, 2017, this balance is included in
Other noncurrent assets
in the Condensed Consolidated Balance Sheets.
|
(d)
|
Included in
Accrued expense and other liabilities
in the Condensed Consolidated Balance Sheets.
|
|
December 31, 2017
|
|
September 30, 2017
|
||||||||||||||||||||
(In millions)
|
Fair value
|
|
Carrying value
|
|
Unamortized discount and issuance costs
|
|
Fair value
|
|
Carrying value
|
|
Unamortized discount and issuance costs
|
||||||||||||
2024 Notes
|
$
|
399
|
|
|
$
|
370
|
|
|
$
|
5
|
|
|
$
|
401
|
|
|
$
|
370
|
|
|
$
|
5
|
|
2025 Notes
|
404
|
|
|
395
|
|
|
5
|
|
|
408
|
|
|
394
|
|
|
6
|
|
||||||
Total
|
$
|
803
|
|
|
$
|
765
|
|
|
$
|
10
|
|
|
$
|
809
|
|
|
$
|
764
|
|
|
$
|
11
|
|
(In millions)
|
December 31
2017 |
|
September 30
2017 |
||||
Trade and other accounts receivable
|
$
|
424
|
|
|
$
|
390
|
|
Less: Allowance for doubtful accounts
|
(6
|
)
|
|
(5
|
)
|
||
|
$
|
418
|
|
|
$
|
385
|
|
(In millions)
|
December 31
2017 |
|
September 30
2017 |
||||
Finished products
|
$
|
178
|
|
|
$
|
180
|
|
Raw materials, supplies and work in process
|
28
|
|
|
31
|
|
||
LIFO reserves
|
(33
|
)
|
|
(33
|
)
|
||
Obsolete inventory reserves
|
(3
|
)
|
|
(3
|
)
|
||
|
$
|
170
|
|
|
$
|
175
|
|
(In millions)
|
Core North America
|
|
Quick Lubes
|
|
International
|
|
Total
|
||||||||
September 30, 2017
|
$
|
89
|
|
|
$
|
201
|
|
|
$
|
40
|
|
|
$
|
330
|
|
Acquisitions
(a)
|
—
|
|
|
30
|
|
|
—
|
|
|
30
|
|
||||
December 31, 2017
|
$
|
89
|
|
|
$
|
231
|
|
|
$
|
40
|
|
|
$
|
360
|
|
|
|
|
|
|
|
|
|
(In millions)
|
December 31
2017
|
|
September 30 2017
|
|||||
2025 Notes
|
$
|
400
|
|
|
$
|
400
|
|
|
2024 Notes
|
375
|
|
|
375
|
|
|||
Term Loans
|
281
|
|
|
285
|
|
|||
Trade Receivables Facility
|
120
|
|
|
75
|
|
|||
Revolver
|
—
|
|
|
—
|
|
|||
Other
(a)
|
(10
|
)
|
|
(11
|
)
|
|||
Total debt
|
$
|
1,166
|
|
|
$
|
1,124
|
|
|
Short-term debt
|
—
|
|
|
75
|
|
|||
Current portion of long-term debt
|
19
|
|
|
15
|
|
|||
Long-term debt
|
$
|
1,147
|
|
|
$
|
1,034
|
|
|
|
|
|
|
•
|
The remeasurement of net deferred tax assets at the lower enacted corporate tax rate resulted in a net
$67 million
increase in income tax expense;
|
•
|
The deemed repatriation tax on unremitted non-U.S. earnings and profits resulted in a
$4 million
increase in income tax expense; and
|
•
|
The remeasurement of net indemnity liabilities associated with the Tax Matters Agreement increased pre-tax expense by
$7 million
and generated a
$3 million
tax benefit primarily related to the higher expected utilization of tax attributes payable to Ashland.
|
|
|
Three months ended
|
||||||
|
|
December 31
|
||||||
(In millions except per share data)
|
|
2017
|
|
2016
|
||||
Numerator
|
|
|
|
|
||||
Net (loss) income
|
|
$
|
(10
|
)
|
|
$
|
72
|
|
Denominator
|
|
|
|
|
||||
Weighted average shares used to compute basic EPS
|
|
202
|
|
|
205
|
|
||
Effect of dilutive securities
(a)
|
|
—
|
|
|
—
|
|
||
Weighted average shares used to compute diluted EPS
|
|
202
|
|
|
205
|
|
||
|
|
|
|
|
||||
(Loss) earnings per share
|
|
|
|
|
||||
Basic
|
|
$
|
(0.05
|
)
|
|
$
|
0.35
|
|
Diluted
|
|
$
|
(0.05
|
)
|
|
$
|
0.35
|
|
|
|
|
|
|
(In millions)
|
|
|||
Balance as of September 30, 2017
|
$
|
(117
|
)
|
|
|
|
|
||
|
Net loss
|
(10
|
)
|
|
|
Repurchases of common stock
(a)
|
(39
|
)
|
|
|
Stock-based compensation plans
|
2
|
|
|
|
Dividends paid, $0.0745 per common share
|
(15
|
)
|
|
|
Purchase of remaining ownership interest in subsidiary
(b)
|
(14
|
)
|
|
|
Accumulated other comprehensive income, net of tax:
|
|
||
|
Unrealized currency translation gain
|
1
|
|
|
|
Amortization of pension and other postretirement prior service credits in income
(c)
|
(2
|
)
|
|
|
|
|
||
Balance as of December 31, 2017
|
$
|
(194
|
)
|
|
|
|
|
(a)
|
During the three months ended December 31, 2017, the Company repurchased approximately
2 million
shares of its common stock for
$39 million
. Upon repurchase, shares are retired.
|
(b)
|
Refer to Note 3 for details regarding the Company's purchase of the remaining ownership interest in a controlled and consolidated subsidiary during the three months ended December 31, 2017.
|
(c)
|
Amortization of unrecognized prior service credits is included in net periodic benefit income within
Net pension and other postretirement plan non-service income and remeasurement adjustments
in the Condensed Consolidated Statements of Comprehensive Income.
|
•
|
Core North America
- sells Valvoline and other branded products and solutions in the United States and Canada to heavy-duty customers and retailers for consumers to perform their own automotive and engine maintenance, as well as to installer customers who use Valvoline products to service vehicles.
|
•
|
Quick Lubes
- services the passenger car and light truck quick lube market through: Company-owned and franchised Valvoline Instant Oil Change (“VIOC”) retail quick lube service stores; and its Express Care stores for independent operators to purchase Valvoline motor oil and other products and display Valvoline branded signage.
|
•
|
International
- sells Valvoline and other branded products in approximately
140
countries outside of the United States and Canada for the maintenance of consumer and commercial vehicles and equipment.
|
(In millions)
|
Three months ended December 31
|
||||||
2017
|
|
2016
|
|||||
Sales
|
|
|
|
||||
Core North America
|
$
|
251
|
|
|
$
|
237
|
|
Quick Lubes
|
154
|
|
|
127
|
|
||
International
|
140
|
|
|
125
|
|
||
Consolidated sales
|
$
|
545
|
|
|
$
|
489
|
|
|
|
|
|
||||
Operating income (loss)
|
|
|
|
||||
Core North America
|
$
|
43
|
|
|
$
|
51
|
|
Quick Lubes
|
35
|
|
|
29
|
|
||
International
|
19
|
|
|
20
|
|
||
Total operating segments
|
$
|
97
|
|
|
$
|
100
|
|
Unallocated and other
(a)
|
(9
|
)
|
|
(6
|
)
|
||
Consolidated operating income
|
$
|
88
|
|
|
$
|
94
|
|
|
|
|
|
(a)
|
Unallocated and other includes
$7 million
of expense in the three months ended December 31, 2017 related to adjustments associated with Ashland tax indemnities driven by tax reform legislation, as well as separation costs of
$2 million
and
$6 million
for the
three
months ending
December 31, 2017
and 2016, respectively.
|
•
|
growing and strengthening Valvoline’s quick lube network through organic store expansion, opportunistic, high-quality acquisitions in both core and new markets within the Valvoline Instant Oil Change (“VIOC”) system and strong sales efforts to partner with new Express Care operators, in addition to continued same-store sales growth and profitability within Valvoline’s existing VIOC system stores by attracting new customers and increasing customer satisfaction, customer loyalty and average transaction size;
|
•
|
accelerating international growth across key markets where demand for premium lubricants is growing, such as China, India and select countries in Latin America, by building strong distribution channels in under-served
|
•
|
leveraging innovation, both in terms of product development, packaging, marketing and the implementation of Valvoline’s new digital infrastructure, to strengthen market share and profitability.
|
•
|
First quarter results were driven by strong sales led by same-store sales growth in VIOC, growth in premium product mix across all reportable segments and continued volume gains in international markets. The Company also continues to be focused on margin expansion and cost management to drive profitability improvements. Valvoline's gross profit as a percentage of sales (i.e., gross margin) was 35.8% and declined due to increased raw material, new packaging and supply chain costs in the current quarter.
|
•
|
Tax reform legislation was enacted in the first fiscal quarter of 2018 and although Valvoline expects to ultimately benefit from the legislation, expenses were recorded during the first quarter, including pre-tax expense of $7 million and income tax expense of $68 million primarily related to the reduction in the federal statutory tax rate. Refer to the “Tax-Related Commitments” section in this Management's Discussion and Analysis of Financial Condition and Results of Operations below as well as Note 8 of the Notes to Condensed Consolidated Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q for additional information.
|
•
|
Valvoline acquired 56 company-owned stores within the Quick Lubes reportable segment in connection with the acquisition of business assets from Henley Bluewater LLC. Refer to Note 3 of the Notes to Condensed Consolidated Financial Statements in Item 1 of Part I in this Quarterly Report on Form 10-Q for additional information.
|
•
|
Valvoline extended the maturity date by three years and increased the maximum funding capacity of the trade receivables securitization facility to $175 million and borrowed an additional $45 million during the quarter. Refer to Note 7 and the Financial Position, Liquidity and Capital Resources section below for more details.
|
•
|
Earnings before interest, taxes, depreciation and amortization (“EBITDA”), which management defines as net income/loss, plus income tax expense/benefit, net interest and other financing expenses, and depreciation and amortization;
|
•
|
Adjusted EBITDA, which management defines as EBITDA adjusted for key items, as further described below, and net pension and other postretirement plan non-service income and remeasurement adjustments; and
|
•
|
Free cash flow, which management defines as operating cash flows less capital expenditures and certain other adjustments as applicable.
|
•
|
Key items - Key items consist of income or expenses associated with certain unusual, infrequent or non-operational income or expenses not directly attributable to the underlying business, which management believes impacts the comparability of operational results between periods. Key items may consist of adjustments related to: the impairment of an equity investment; legacy businesses, including the separation from Ashland and associated impacts of related indemnities; significant acquisitions or dispositions, restructuring-related matters, and other matters that are non-operational or unusual in nature. Key items are considered by management to be outside the comparable operational performance of the business and are also often related to legacy matters or market-driven events that are not directly related to the underlying business and do not have an immediate, corresponding impact on the Company's ongoing performance. Details with respect to the composition of key items recognized during the respective periods presented herein are set forth below in the “EBITDA and Adjusted EBITDA” section of “Results of Operations” that follows.
|
•
|
Net pension and other postretirement plan non-service income and remeasurement adjustments - Net pension and other postretirement plan non-service income and remeasurement adjustments include several elements impacted by changes in plan assets and obligations that are primarily driven by changes in the debt and equity markets, as well as those that are predominantly legacy in nature and related to prior service to the Company from employees (e.g., retirees, former employees, current employees with frozen benefits). These elements include (i) interest cost, (ii) expected return on plan assets, (iii) actuarial gains/losses, and (iv) amortization of prior service cost. Significant factors that can contribute to changes in these elements include changes in discount rates used to remeasure pension and other postretirement obligations on an annual basis or upon a qualifying remeasurement, differences between actual and expected returns on plan assets, and other changes in actuarial assumptions, such as the life expectancy of plan participants. Accordingly, management considers that these elements are more reflective of changes in current conditions in global financial markets (in particular, interest rates) and are outside the operational performance of the business and are also primarily legacy amounts that are not directly related to the underlying business and do not have an immediate, corresponding impact on the compensation and benefits provided to eligible employees for current service. Adjusted EBITDA will continue to include pension and other postretirement service costs related to current employee service as well as the costs of other benefits provided to employees for current service.
|
|
|
Three months ended
|
||||||||||
|
|
December 31
|
||||||||||
|
|
2017
|
|
2016
|
||||||||
(In millions)
|
|
|
|
% of Sales
|
|
|
|
% of Sales
|
||||
Sales
|
|
$
|
545
|
|
|
100.0%
|
|
$
|
489
|
|
|
100.0%
|
Gross profit
|
|
$
|
195
|
|
|
35.8%
|
|
$
|
185
|
|
|
37.8%
|
Net operating expenses
|
|
$
|
107
|
|
|
19.6%
|
|
$
|
91
|
|
|
18.6%
|
Operating income
|
|
$
|
88
|
|
|
16.1%
|
|
$
|
94
|
|
|
19.2%
|
Net (loss) income
|
|
$
|
(10
|
)
|
|
(1.8)%
|
|
$
|
72
|
|
|
14.7%
|
(In millions)
|
|
Year over year change - Quarter
|
||
Pricing
|
|
$
|
20
|
|
Volume
|
|
10
|
|
|
Product mix
|
|
6
|
|
|
Currency exchange
|
|
7
|
|
|
Acquisitions
|
|
13
|
|
|
Change in sales
|
|
$
|
56
|
|
(In millions)
|
|
Year over year change - Quarter
|
||
Volume and product mix
|
|
$
|
7
|
|
Acquisitions
|
|
3
|
|
|
Currency exchange
|
|
2
|
|
|
Price and cost
|
|
(2
|
)
|
|
Change in gross profit
|
|
$
|
10
|
|
|
|
Three months ended
|
||||||||||||
|
|
December 31
|
||||||||||||
|
|
2017
|
|
2016
|
||||||||||
(In millions)
|
|
|
|
% of Sales
|
|
|
|
% of Sales
|
||||||
Selling, general and administrative expenses
|
|
$
|
114
|
|
|
20.9
|
%
|
|
$
|
95
|
|
|
19.4
|
%
|
Separation costs
|
|
2
|
|
|
0.4
|
%
|
|
6
|
|
|
1.2
|
%
|
||
Equity and other income
|
|
(9
|
)
|
|
(1.7
|
)%
|
|
(10
|
)
|
|
(2.0
|
)%
|
||
Net operating expenses
|
|
$
|
107
|
|
|
19.6
|
%
|
|
$
|
91
|
|
|
18.6
|
%
|
|
|
|
|
|
||||
|
|
Three months ended December 31
|
||||||
(In millions)
|
|
2017
|
|
2016
|
||||
Net (loss) income
|
|
$
|
(10
|
)
|
|
$
|
72
|
|
Income tax expense
|
|
94
|
|
|
38
|
|
||
Net interest and other financing expense
|
|
14
|
|
|
10
|
|
||
Depreciation and amortization
|
|
11
|
|
|
9
|
|
||
EBITDA
|
|
109
|
|
|
129
|
|
||
Separation costs
|
|
2
|
|
|
6
|
|
||
Adjustment associated with Ashland tax indemnity
|
|
7
|
|
|
—
|
|
||
Non-service pension and other postretirement plan net periodic income
(a)
|
|
(10
|
)
|
|
(18
|
)
|
||
Gain on pension and other postretirement plan remeasurements
|
|
—
|
|
|
(8
|
)
|
||
Adjusted EBITDA
|
|
$
|
108
|
|
|
$
|
109
|
|
|
|
|
|
|
•
|
Core North America
- sells Valvoline and other branded products and solutions in the United States and Canada to heavy-duty customers and retailers for consumers to perform their own automotive and engine maintenance, as well as to installer customers who use Valvoline products to service vehicles.
|
•
|
Quick Lubes
- services the passenger car and light truck quick lube market through: Company-owned and franchised VIOC retail quick lube service stores; and its Express Care stores for independent operators to purchase Valvoline motor oil and other products and display Valvoline branded signage.
|
•
|
International
- sells Valvoline and other branded products in approximately 140 countries outside of the United States and Canada for the maintenance of consumer and commercial vehicles and equipment.
|
|
|
Three months ended December 31
|
||||||
(In millions)
|
|
2017
|
|
2016
|
||||
Sales
|
|
|
|
|
||||
Core North America
|
|
$
|
251
|
|
|
$
|
237
|
|
Quick Lubes
|
|
154
|
|
|
127
|
|
||
International
|
|
140
|
|
|
125
|
|
||
|
|
$
|
545
|
|
|
$
|
489
|
|
Operating income (loss)
|
|
|
|
|
||||
Core North America
|
|
$
|
43
|
|
|
$
|
51
|
|
Quick Lubes
|
|
35
|
|
|
29
|
|
||
International
|
|
19
|
|
|
20
|
|
||
Total operating segments
|
|
97
|
|
|
100
|
|
||
Unallocated and other
|
|
(9
|
)
|
|
(6
|
)
|
||
|
|
$
|
88
|
|
|
$
|
94
|
|
Depreciation and amortization
|
|
|
|
|
||||
Core North America
|
|
$
|
4
|
|
|
$
|
3
|
|
Quick Lubes
|
|
6
|
|
|
5
|
|
||
International
|
|
1
|
|
|
1
|
|
||
|
|
$
|
11
|
|
|
$
|
9
|
|
Operating information
|
|
|
|
|
||||
Core North America
|
|
|
|
|
||||
Lubricant sales gallons
|
|
23.8
|
|
|
24.1
|
|
||
Premium lubricants (percent of U.S. branded volumes)
|
|
47.8
|
%
|
|
43.8
|
%
|
||
Gross profit as a percent of sales
(a)
|
|
37.7
|
%
|
|
40.9
|
%
|
||
Quick Lubes
|
|
|
|
|
||||
Lubricant sales gallons
|
|
5.7
|
|
|
5.3
|
|
||
Premium lubricants (percent of U.S. branded volumes)
|
|
61.5
|
%
|
|
58.6
|
%
|
||
Gross profit as a percent of sales
(a)
|
|
40.4
|
%
|
|
40.1
|
%
|
||
International
|
|
|
|
|
||||
Lubricant sales gallons
(b)
|
|
14.3
|
|
|
13.7
|
|
||
Lubricant sales gallons, including unconsolidated joint ventures
|
|
25.1
|
|
|
23.0
|
|
||
Premium lubricants (percent of lubricant volumes)
|
|
27.7
|
%
|
|
27.4
|
%
|
||
Gross profit as a percent of sales
(a)
|
|
28.2
|
%
|
|
30.7
|
%
|
||
|
|
|
|
|
|
|
Three months ended December 31
|
||||||
(In millions)
|
|
2017
|
|
2016
|
||||
Operating income
|
|
$
|
43
|
|
|
$
|
51
|
|
Depreciation and amortization
|
|
4
|
|
|
3
|
|
||
EBITDA
|
|
$
|
47
|
|
|
$
|
54
|
|
|
|
|
Company-owned
|
|||||||||||||
|
|
|
First Quarter 2018
|
|
Fourth Quarter 2017
|
|
Third Quarter 2017
|
|
Second Quarter 2017
|
|
First Quarter 2017
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Beginning of period
|
384
|
|
|
383
|
|
|
374
|
|
|
347
|
|
|
342
|
|
|
|
|
Opened
|
2
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
|
Acquired
|
—
|
|
|
1
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
|
Conversions between company-owned and franchise
|
56
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
5
|
|
|
|
Closed
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
End of period
|
442
|
|
|
384
|
|
|
383
|
|
|
374
|
|
|
347
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Franchise
|
||||||||||||||
|
|
|
First Quarter 2018
|
|
Fourth Quarter 2017
|
|
Third Quarter 2017
|
|
Second Quarter 2017
|
|
First Quarter 2017
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Beginning of period
|
743
|
|
|
730
|
|
|
734
|
|
|
729
|
|
|
726
|
|
|
|
|
Opened
|
11
|
|
|
15
|
|
|
6
|
|
|
7
|
|
|
10
|
|
|
|
Acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Conversions between company-owned and franchise
|
(56
|
)
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(5
|
)
|
|
|
Closed
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
End of period
|
697
|
|
|
743
|
|
|
730
|
|
|
734
|
|
|
729
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Total VIOC Stores
|
1,139
|
|
|
1,127
|
|
|
1,113
|
|
|
1,108
|
|
|
1,076
|
|
|
|
Three months ended December 31
|
||||
|
|
2017
|
|
2016
|
||
Same-Store Sales Growth** - Company-owned
|
|
8.2
|
%
|
|
9.5
|
%
|
Same-Store Sales Growth** - Franchisee*
|
|
7.7
|
%
|
|
8.9
|
%
|
Same-Store Sales Growth** - Combined*
|
|
7.9
|
%
|
|
9.0
|
%
|
|
|
|
|
|
|
|
Three months ended December 31
|
||||||
(In millions)
|
|
2017
|
|
2016
|
||||
Operating income
|
|
$
|
35
|
|
|
$
|
29
|
|
Depreciation and amortization
|
|
6
|
|
|
5
|
|
||
EBITDA
|
|
$
|
41
|
|
|
$
|
34
|
|
|
|
Three months ended December 31
|
||||||
(In millions)
|
|
2017
|
|
2016
|
||||
Operating income
|
|
$
|
19
|
|
|
$
|
20
|
|
Depreciation and amortization
|
|
1
|
|
|
1
|
|
||
EBITDA
|
|
$
|
20
|
|
|
$
|
21
|
|
|
|
|
|
|
|
|
Three months ended December 31
|
||||||
(In millions)
|
|
2017
|
|
2016
|
||||
Separation costs
|
|
$
|
(2
|
)
|
|
$
|
(6
|
)
|
Adjustments associated with Ashland tax indemnity
|
|
(7
|
)
|
|
—
|
|
||
Operating loss
|
|
$
|
(9
|
)
|
|
$
|
(6
|
)
|
|
|
|
|
|
|
Three months ended December 31
|
||||||
|
|||||||
(In millions)
|
2017
|
|
2016
|
||||
Cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
20
|
|
|
$
|
88
|
|
Investing activities
|
(74
|
)
|
|
(10
|
)
|
||
Financing activities
|
(31
|
)
|
|
(16
|
)
|
||
Effect of currency exchange rate changes on cash and cash equivalents
|
(1
|
)
|
|
2
|
|
||
(Decrease) increase in cash and cash equivalents
|
$
|
(86
|
)
|
|
$
|
64
|
|
|
|
Three months ended December 31
|
||||||
(In millions)
|
|
2017
|
|
2016
|
||||
Cash flows provided by operating activities
|
|
$
|
20
|
|
|
$
|
88
|
|
Additions to property, plant and equipment
|
|
(14
|
)
|
|
(9
|
)
|
||
Free cash flow
|
|
$
|
6
|
|
|
$
|
79
|
|
|
December 31
|
|
September 30
|
||||
(In millions)
|
2017
|
|
2017
|
||||
Short-term debt
|
$
|
—
|
|
|
$
|
75
|
|
Long-term debt (including current portion and debt issuance cost discounts)
(a)
|
1,166
|
|
|
1,049
|
|
||
Total debt
|
$
|
1,166
|
|
|
$
|
1,124
|
|
|
|
|
|
(a)
|
Amount includes $2 million of debt acquired through acquisitions and is net of $12 million and $13 million of debt issuance cost discounts as of December 31 and September 30, 2017, respectively, which are direct reductions from the carrying amount of debt.
|
•
|
The remeasurement of net deferred tax assets at the lower enacted corporate tax rate resulted in a net $67 million increase in income tax expense;
|
•
|
The deemed repatriation tax on unremitted non-U.S. earnings and profits resulted in a $4 million increase in income tax expense; and
|
•
|
The remeasurement of net indemnity liabilities associated with the Tax Matters Agreement increased pre-tax expense by $7 million and generated a $3 million tax benefit related to the higher expected utilization of tax attributes payable to Ashland.
|
•
|
Given the effective date of the rate reduction in the Act, the Company's statutory federal corporate tax rate for fiscal 2018 will be a blended rate of 24.5%, with the federal statutory rate of 21% beginning in fiscal 2019. Inclusive of the reduction of the annual estimated effective tax rate and combined with income tax expense recorded in the three months ended December 31, 2017 related to the enactment of the Act, the Company currently anticipates an estimated consolidated effective tax rate between 44% and 45% for fiscal 2018. The reduced federal tax rate is expected to result in overall lower income tax expense in fiscal 2019, and the Company currently expects that its consolidated effective tax rate for fiscal 2019 will be between 25% and 26%. Such estimates are based on management’s current assumptions with respect to, among other things, the Company’s earnings, state income tax levels and tax deductions.
|
•
|
The Act implements a new territorial tax system and imposes a one-time U.S. tax on the deemed repatriation of certain accumulated non-U.S. earnings and profits. The Company currently expects to settle the related gross liability of approximately $22 million through utilization of foreign tax credits of $18 million, resulting in a net impact of $4 million which was recorded as income tax expense in the three months ended December 31, 2017. As a result of certain opportunities to repatriate with estimated lower tax consequences, the Company now intends to repatriate up to approximately $45 million of previously undistributed non-U.S. earnings in the foreseeable future.
|
•
|
The Act expands the limitation on the deduction of certain executive compensation. This expansion is subject to transition rules that provide grandfather relief. The Company has currently estimated that these deduction limitations will primarily be effective in future periods.
|
•
|
The Act repeals the deduction for domestic manufacturing production activities. With Valvoline’s domestic manufacturing footprint, the repeal will have an unfavorable impact beginning in fiscal 2019.
|
•
|
The Act includes a new incentive for U.S. companies to produce goods and services domestically and sell them abroad, which the Company expects will have a favorable impact on Valvoline beginning in fiscal 2019.
|
•
|
The Act provides for an election of 100 percent tax depreciation on certain property expenditures through 2022. The depreciation percentage will be phased down beginning in 2023 through 2026, when the prior depreciation rules will return. The Company expects to benefit from this provision related to the timing of deductions for investments.
|
•
|
Given the Company's present financial profile, management expects to fully deduct interest expense under the present and future limitation rules under the Act.
|
•
|
The Company generally expects taxable state income will increase as a result of deduction limitations associated with the Act. However, the impact is not currently reasonably estimable as most U.S. state tax jurisdictions have not responded to the specific effects of the Act.
|
•
|
Declared a quarterly cash dividend of
$0.0745
per share on Valvoline common stock that is payable on March 15, 2018 to shareholders of record on March 1, 2018; and
|
•
|
Authorized the Company to repurchase up to $300 million of its common stock through September 30, 2020, which amount is in addition to the 2017 Share Repurchase Authorization.
|
Fiscal Period
|
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid per Share, including Commission
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(2)
|
|
Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (in millions)
(2)
|
||||||
October 1, 2017 to
October 31, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
100
|
|
November 1, 2017 to November 30, 2017
|
|
747,265
|
|
|
$
|
24.04
|
|
|
737,629
|
|
|
$
|
82
|
|
December 1, 2017 to
December 31, 2017
|
|
875,728
|
|
|
$
|
24.58
|
|
|
875,728
|
|
|
$
|
61
|
|
Total
|
|
1,622,993
|
|
|
|
|
|
1,613,357
|
|
|
|
|
10.1*
|
|
|
|
31.1*
|
|
|
|
31.2*
|
|
|
|
32*
|
|
|
|
101
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Consolidated Statements of Comprehensive Income for the three months ended December 31, 2017 and 2016, (ii) the Condensed Consolidated Balance Sheets at December 31, 2017 and September 30, 2017, (iii) the Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2017 and 2016, and (iv) the Notes to Condensed Consolidated Financial Statements.
|
|
VALVOLINE INC.
|
|
|
(Registrant)
|
|
|
|
|
February 8, 2018
|
By:
|
/s/ Mary E. Meixelsperger
|
|
|
Mary E. Meixelsperger
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
VALVOLINE LLC
|
|
|
|
|
|
|
|
|
By:
|
/s/ Lynn P. Freeman
|
|
Name:
|
Lynn P. Freeman
|
|
Title:
|
Vice President and Assistant Treasurer
|
LEX CAPITAL LLC
|
|
|
|
|
|
|
|
|
By:
|
/s/ Lynn P. Freeman
|
|
Name:
|
Lynn P. Freeman
|
|
Title:
|
President
|
VALVOLINE INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Lynn P. Freeman
|
|
Name:
|
Lynn P. Freeman
|
|
Title:
|
Assistant Treasurer
|
PNC BANK , NATIONAL ASSOCIATION,
|
||
as the Agent, as a Managing Agent and as a Committed Investor for the PNC Investor Group
|
||
|
|
|
By:
|
/s/ Eric Bruno
|
|
Name:
|
Eric Bruno
|
|
Title:
|
Senior Vice President
|
PNC BANK, NATIONAL ASSOCIATION,
|
||
as a Letter of Credit Issuer
|
||
|
|
|
By:
|
/s/ Eric Bruno
|
|
Name:
|
Eric Bruno
|
|
Title:
|
Senior Vice President
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as a Managing Agent and Administrator for the MUFG Investor Group
|
|||
|
|
|
|
By:
|
/s/ Eric Williams
|
||
Name:
|
Eric Williams
|
||
Title:
|
Managing Director
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as a Committed Investor for the MUFG Investor Group
|
||
LTD.
, as a Committed Investor for the MUFG Investor Group
|
||
|
|
|
By:
|
/s/ Eric Williams
|
|
Name:
|
Eric Williams
|
|
Title:
|
Managing Director
|
GOTHAM FUNDING CORPORATION
,
|
||
as a Conduit Investor and an Uncommitted Investor for the MUFG Investor Group
|
||
|
|
|
By:
|
/s/ David V. DeAngelis
|
|
Name:
|
David V. DeAngelis
|
|
Title:
|
Vice President
|
|
|
Group
|
Concentration Limit Percentage
|
Group A Obligor
|
20.0%
|
Group B Obligor
|
10.0%
|
Group C Obligor
|
6.67%
|
Group D Obligor
|
if such Group D Obligor is the Largest Group D Obligor, 7.0%, otherwise,
5.0%
|
PNC BANK , NATIONAL ASSOCIATION,
|
||
as the Agent, as a Managing Agent and as a Committed Investor for the PNC Investor Group
|
||
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
PNC BANK, NATIONAL ASSOCIATION,
|
||
as a Letter of Credit Issuer
|
||
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ,
|
||
LTD.
,
NEW YORK BRANCH
as a Managing
|
||
Agent and Administrator for the MUFG Investor
|
||
Group
|
||
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ,
|
||
LTD.
, as a Committed Investor for the MUFG
|
||
Investor Group
|
||
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
Obligor
|
Payment Terms
|
Advance Auto Parts, Inc.
|
Within
(a) Prior to January 1, 2018, within
100
|
|
days of the original billing date
and (b) on and
|
|
after January 1, 2018, within 110 days of the original billing date
|
|
|
AutoZone, Inc.
|
Within 120 days of the original billing date
|
|
|
Genuine Parts Company d/b/a NAPA
|
Within 195 days of the original billing date
|
|
|
Ozark Purchasing LLC
|
Within 360 days of the original billing date
|
1.
|
SPV hereby requests that [___________], as Letter of Credit Issuer, [issue][amend] a Letter of Credit as follows:
|
For issuances
:
|
|
Proposed Issuance Date:
|
|
Stated Amount:
|
$
|
Expiry Date:
|
|
Beneficiary Name and Address:
|
|
|
VALVOLINE LLC,
|
||
as Master Servicer
|
||
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
PNC BANK, NATIONAL ASSOCIATION,
|
||
as the Agent and as a Managing Agent
|
||
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD,
NEW YORK BRANCH
|
|||
as a Managing Agent
|
|||
|
|
|
|
By:
|
|
|
|
Name:
|
|
||
Title:
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Valvoline Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Samuel J. Mitchell, Jr.
|
|
Samuel J. Mitchell Jr.
|
|
Chief Executive Officer and Director
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Valvoline Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Mary E. Meixelsperger
|
|
Mary E. Meixelsperger
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Samuel J. Mitchell, Jr.
|
|
Samuel J. Mitchell, Jr.
Chief Executive Officer and Director
February 8, 2018
|
|
|
|
|
|
/s/ Mary E. Meixelsperger
|
|
Mary E. Meixelsperger
Chief Financial Officer
February 8, 2018
|
|