VALVOLINE INC. - d18rn0p25nwr6d.cloudfront.net

1 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONW ashington, 20549 FORM 8-K CURRENT REPORTP ursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 7, 2017 VALVOLINE INC.(Exact name of registrant as specified in its charter) Kentucky001-3788430-0939371(State or other jurisdictionof incorporation)(CommissionFile Number)( EmployerIdentification No.) 100 VALVOLINE WayLexington, KY 40509(Address of Principal Executive Offices) (859) 357-7777(Registrant s telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

2 Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR ) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR (b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR (c))Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( of this chapter) or Rule 12b-2 of theSecurities Exchange Act of 1934 ( of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.

3 Item FD Disclosure. On September 7, 2017, beginning at 8:50 ET, Chief Executive Officer Sam Mitchell, Chief Financial Officer Mary Meixelsperger and Quick Lubes President Tony Puckettof VALVOLINE Inc. ( VALVOLINE ) are scheduled to give a presentation of VALVOLINE s business, including a deeper review of its VALVOLINE instant Oil change ( VIOC ) retail growthstrategy, at Goldman Sachs 24 th Annual Retailing Conference in New York City. The presentation slides, including Regulation G reconciliations, are being furnished as Exhibit this Current Report on Form 8-K. A live audio webcast of the presentation is scheduled to begin at 8:50 ET and can be accessed at , where areplay of the webcast will also be available.

4 The information contained in this report is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act ) nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the Securities Act ), except as shall be expressly setforth by specific reference in such filing. Statements contained in the exhibit to this report by VALVOLINE or management that state the expectations or predictions of the future are forward-looking statements intended to becovered by the safe harbor provisions of the Securities Act and the Exchange Act. It is important to note that VALVOLINE s actual results could differ materially from those projected insuch forward-looking statements.

5 Factors that could affect those results include those mentioned in the documents that VALVOLINE has filed with the Securities and ExchangeCommission (the Commission ). VALVOLINE undertakes no duty or obligation to publicly update or revise the information contained in this report, although VALVOLINE may do so from time to time as managementbelieves is warranted. Any such updating may be made through the filing of other reports or documents with the Commission through press releases or through other public disclosure. Item .Other Events. On September 7, 2017, VALVOLINE issued a news release announcing that it has entered into a definitive agreement to acquire the business assets related to 56 quick-lube stores fromHenley Bluewater LLC.

6 VALVOLINE also announced that it has signed eight new development agreements with seven of its largest VIOC franchisees for the addition of more than 160stores by 2023. A copy of the news release is attached as Exhibit to this Current Report on Form 8-K and incorporated herein by reference. Item Statements and Exhibits. (d)Exhibits. slides, published by VALVOLINE , dated September 7, Release dated September 7, 2017. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto dulyauthorized.

7 VALVOLINE INC. Dated: September 7, 2017By:/s/ Julie M. O Daniel Julie M. O Daniel Senior Vice President, General Counsel & Corporate Secretary EXHIBIT slides, published by VALVOLINE , dated September 7, Release dated September 7, 2017. VALVOLINE 's Quick Lube Growth Strategy Goldman SachsRetailing Conference Presentation New York September 2017 Forward-Looking Statements This presentation containsforward-looking statements within the meaning of Section 27 Aof the Securities Act of 1933, as amended, and Section 21 Eof the Securities Exchange Act of 1934, as amended. Allstatements, other than statements of historical facts,contained in the presentation, including statementsregarding our industry, position, goals, strategy, futureoperations, future financial position, future revenues,estimated costs, prospects, margins, profitability, capitalexpenditures, liquidity, capital resources, dividends, plansand objectives of management are forward-looking has identified some of these forward-lookingstatements with words such as "anticipates," "believes,""expects," "estimates," "is likely," "predicts," "projects,""forecasts," "may," "will.

8 " "should" and "intends" and thenegative of these words or other comparable terminology. Inaddition, VALVOLINE (TM) may, from time to time, makeforward-looking statements in its annual report, quarterlyreports and other filings with the Securities and ExchangeCommission ("SEC"), news releases and other written and oralcommunications. These forward-looking statements are basedon VALVOLINE 's current expectations and assumptionsregarding, as of the date such statements are made, VALVOLINE 's future financial condition and operatingperformance, strategic and competitive advantages,leadership and future opportunities, as well as the economyand other future events or circumstances.

9 VALVOLINE 'sexpectations and assumptions include, without limitation,internal forecasts and analyses of current and future marketconditions and trends, management plans and strategies,operating efficiencies and economic conditions (such asprices, supply and demand, cost of raw materials, and theability to recover raw-material cost increases through priceincreases), and risks and uncertainties associated with thefollowing: demand for VALVOLINE 's products and services;sales growth in emerging markets; the prices and margins ofValvoline's products and services; the strength ofValvoline's reputation and brand; VALVOLINE 's ability todevelop and successfully market new products and implementits digital platforms; VALVOLINE 's ability to retain itslargest customers; potential product liability claims;achievement of the expected benefits of VALVOLINE 'sseparation from Ashland (the "Separation"); VALVOLINE 'ssubstantial indebtedness (including the possibility thatsuch indebtedness and related restrictive covenants mayadversely affect VALVOLINE 's future cash flows, results ofoperations, financial condition and VALVOLINE 's ability torepay debt) and other liabilities; operating as astand-alone public company; VALVOLINE 's relationship withAshland.

10 Failure, caused by VALVOLINE , of the StockDistribution to Ashland shareholders to qualify for tax-freetreatment, which may result in significant tax liabilitiesto Ashland for which VALVOLINE may be required to indemnifyAshland; and the impact of acquisitions and/or divestituresValvoline has made or may make (including the possibilitythat VALVOLINE may not realize the anticipated benefits fromsuch transactions or difficulties with integration). Theseforward-looking statements are subject to a number of knownand unknown risks, uncertainties and assumptions, including,without limitation, risks and uncertainties affectingValvoline that are described in Item 1A Risk Factors inValvoline's quarterly report for the quarter ended June 30,2017 and in its most recent Form 10-K (including in Item 1 ARisk Factors and "Use of estimates, risks and uncertainties"in Note 2 of Notes to Consolidated Financial Statements)