Related Party Transactions | RELATED PARTY TRANSACTIONS Financial assets Ashland is party to an agreement to sell certain Valvoline customer accounts receivable in the form of drafts or bills of exchange to a financial institution. Each draft constitutes an order to pay for obligations of the customer to Ashland arising from the sale of goods to the customer. The intention of the arrangement is to decrease the time accounts receivable is outstanding and increase cash flows as Ashland in turn remits payment to Valvoline. At March 31, 2017, there were no accounts receivable sold to the financial institution. At September 30, 2016, the amount of accounts receivable sold by Ashland to the financial institution was $29 million . Derivative instruments Until the IPO, Valvoline participated in Ashland’s centralized derivative programs that engage in certain hedging activities, which Ashland used to manage its exposure to fluctuations in foreign currencies. Gains and losses related to a hedge were either recognized in Ashland’s income immediately, to offset the gain or loss on the hedged item, or deferred and recorded in the equity section of Ashland’s balance sheet as a component of accumulated other comprehensive loss and subsequently recognized in Ashland’s income when the underlying hedged item was recognized in earnings. As a result, gains or losses on hedges during the three and six months ended March 31, 2016 were not material and are reflected in Valvoline’s Condensed Consolidated Statements of Comprehensive Income through allocation from Ashland in Selling, general and administrative expense. Valvoline began its own hedging program in late September 2016 to manage exposure to fluctuations in foreign currency with an outstanding notional contract value of $30 million as of March 31, 2017. All derivative instruments are recognized as either assets or liabilities on the Condensed Consolidated Balance Sheets and are measured at fair value. As of March 31, 2017 and September 30, 2016, these balances were not material. Changes in the fair value of all derivatives are recognized immediately in income unless the derivative qualifies as a hedge of future cash flows or a hedge of a net investment in a foreign operation. Gains and losses related to a hedge are either recognized in income immediately to offset the gain or loss on the hedged item, or deferred and recorded in the stockholders’ equity section of the Condensed Consolidated Balance Sheets as a component of accumulated other comprehensive income and subsequently recognized in the Condensed Consolidated Statements of Comprehensive Income when the hedged item affects net income. The ineffective portion of the change in fair value of a hedge is recognized in income immediately. Gains and losses recognized during the three six months ended March 31, 2017 were not material and were recorded in Selling, general and administrative expense in the Condensed Consolidated Statements of Comprehensive Income. Stock incentive plans Valvoline has historically participated in Ashland’s stock incentive plans for key employees and directors, primarily in the form of stock appreciation rights (“SARs”), restricted stock, performance shares and other non-vested stock awards. Equity-based compensation expense has been either directly reported by or allocated to Valvoline based on the awards and terms previously granted to Ashland’s employees. Stock-based compensation expense recorded by Valvoline during the three months ended March 31, 2017 and 2016 were $2 million and $2 million , respectively. Stock-based compensation expense recorded by Valvoline during the six months ended March 31, 2017 and 2016 were $ 3 million and $ 5 million , respectively. For the three and six months ended March 31, 2017 and 2016, these costs were primarily included within the Selling, general and administrative caption of the Condensed Consolidated Statements of Comprehensive Income. Compensation expense for stock incentive plans is generally based on the grant-date fair value over the appropriate vesting period. Ashland utilizes several industry-accepted valuation models to determine the fair value. Until the Separation occurs, Valvoline will continue to participate in Ashland’s equity-based compensation plans and record equity-based compensation expense based on the historical allocation of cost. Upon Separation, Ashland intends to convert these equity-based awards to Valvoline-based awards. Related party receivables and payables At March 31, 2017, Valvoline had receivables from Parent of $10 million recorded in other current assets on the Condensed Consolidated Balance Sheets. Also, at March 31, 2017, Valvoline had payables to Parent of $9 million , which was included in Accrued expenses and other liabilities in the Condensed Consolidated Balance Sheets, and $79 million , which was recorded in other long-term liabilities in the Condensed Consolidated Balance Sheets. The current liability relates primarily to current obligations owed to Ashland for transition services and other miscellaneous billings. The receivable and long-term liability primarily relate to net obligations under the Tax Matters Agreement. During the six months ended March 31, 2017, Valvoline paid Ashland approximately $60 million primarily related to interim tax-sharing payments, net amounts due for transition services and other miscellaneous billings. In addition, during the six months ended March 31, 2017, Ashland paid Valvoline $23 million related to customer payments on certain Valvoline receivables that were collected by Ashland prior to September 30, 2016, which was remitted to Valvoline in fiscal 2017. At September 30, 2016, Valvoline had receivables from Parent of $30 million recorded in other current assets on the Condensed Consolidated Balance Sheets. Also, at September 30, 2016, Valvoline had recorded obligations to Parent of $73 million , of which $2 million is in accrued expenses and other liabilities in the Condensed Consolidated Balance Sheets and $71 million was recorded in other noncurrent liabilities in the Condensed Consolidated Balance Sheets. The long-term liability related primarily to the obligations under the Tax Matters Agreement. Corporate allocations Prior to the completion of the IPO, Valvoline utilized centralized functions of Ashland to support its operations, and in return, Ashland allocated certain of its expenses to Valvoline. Such expenses represent costs related, but not limited to, treasury, legal, accounting, insurance, information technology, payroll administration, human resources, incentive plans and other services. These costs, together with an allocation of Ashland overhead costs, are included within the Selling, general and administrative caption of the Condensed Consolidated Statements of Comprehensive Income. Where it was possible to specifically attribute such expenses to activities of Valvoline, amounts have been charged or credited directly to Valvoline without allocation or apportionment. Allocation of all other such expenses was based on a reasonable reflection of the utilization of service provided or benefits received by Valvoline during the periods presented on a consistent basis, such as headcount, square footage, tangible assets or sales. Valvoline’s management supports the methods used in allocating expenses and believes these methods to be reasonable estimates. There were no general corporate expenses allocated to Valvoline during the three or six months ended March 31, 2017 while there were $20 million and $41 million allocated during the three and six months ended March 31, 2016, respectively. The following table summarizes the centralized and administrative support costs of Ashland that were allocated to Valvoline for the three and six months ended March 31, 2016. Three months ended March 31 Six months ended March 31 (In millions) 2016 2016 Information technology $ 5 $ 10 Financial and accounting 3 6 Building services 3 6 Legal and environmental 1 3 Human resources 1 2 Shared services — 1 Other general and administrative 7 13 Total $ 20 $ 41 |