乐天堂fun88(中国区)官方网站 Corporation Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

DISCONTINUED OPERATIONS AND BUSINESS DISPOSITIONS

DISCONTINUED OPERATIONS AND BUSINESS DISPOSITIONS

12 Months Ended

Dec. 31, 2017

DISCONTINUED OPERATIONS AND BUSINESS DISPOSITIONS

听

DISCONTINUED OPERATIONS AND BUSINESS DISPOSITIONS

3.听听DISCONTINUED OPERATIONS AND BUSINESS DISPOSITIONS

Separation of P&A Business

In August 2017, we separated the P&A Business and conducted an IPO of ordinary shares of Venator, formerly a wholly-owned subsidiary of 乐天堂fun88(中国区)官方网站, and have presented the former P&A Business as discontinued operations in the accompanying financial statements. Additionally, in December 2017, we completed a secondary offering of Venator ordinary shares. 听As of December 31, 2017, 乐天堂fun88(中国区)官方网站 retained approximately 55% ownership in Venator. 听On January 3, 2018, the underwriters purchased an additional 1,948,955 Venator ordinary shares pursuant to their over-allotment option, which reduced 乐天堂fun88(中国区)官方网站鈥檚 ownership interest in Venator to approximately 53%. 听We intend to monetize our retained ownership in Venator at prevailing market conditions and expect to implement multiple follow-on capital market or block transactions to permit the orderly distribution of our retained shares.

In August 2017, we entered into a separation agreement, a transition services agreement (鈥淭SA鈥�) and a registration rights agreement with Venator to effect the Separation and provide a framework for a short term set of transition services as well as a tax matters agreement and an employee matters agreement. Pursuant to the TSA, we will, for a limited time following the Separation, provide Venator with certain services and functions that the parties have historically shared, including administrative, payroll, human resources, data processing, environmental, health and safety, financial audit support, financial transaction support, marketing support, information technology systems and various other corporate and support services. We may also provide Venator with additional services that Venator and 乐天堂fun88(中国区)官方网站 may identify from time to time in the future. In general, the services began following the Separation and cover a period not expected to exceed 24 months; however, Venator may terminate individual services provided by us under the TSA early, as it becomes able to operate its business without such services.

The following table summarizes the major classes of assets and liabilities constituting assets and liabilities held for sale:

听	听	听	听	听	听	听
听	听	December听31,听		听	December听31,听
听	听	2017		听听听听	2016
Carrying amounts of major classes of assets held for sale:	听	听	听	听	听	听
Accounts receivable	听	$	380	听	$	234
Inventories	听	听	454	听	听	426
Other current assets	听	听	318	听	听	117
Total current assets(1)	听	听	听	听	听	777
Property, plant and equipment, net	听	听	1,424	听	听	1,178
Deferred income taxes	听	听	158	听	听	143
Other noncurrent assets	听	听	146	听	听	142
Total noncurrent assets(1)	听	听	听	听	听	1,463
Total assets held for sale	听	$	2,880	听	$	2,240
Carrying amounts of major classes of liabilities in held for sale:	听	听	听	听	听	听
Accounts payable	听	$	385	听	$	297
Accrued liabilities	听	听	236	听	听	145
Other current liabilities	听	听	25	听	听	25
Total current liabilities(1)	听	听	听	听	听	467
Deferred income taxes	听	听	听鈥�	听	听	56
Long term debt	听	听	746	听	听	听鈥�
Other noncurrent liabilities	听	听	300	听	听	337
Total noncurrent liabilities(1)	听	听	听	听	听	393
Total liabilities held for sale	听	$	1,692	听	$	860

(1)听听听The assets and liabilities held for sale are classified as current as of December 31, 2017 because it is probable that the sale of our remaining ownership interest in Venator ordinary shares will occur and proceeds will be collected within one year.

The following table summarizes major classes of line items constituting pretax and after-tax income of discontinued operations.

乐天堂fun88(中国区)官方网站 Corporation

听

听	听	听	听	听	听	听	听	听	听
听	Year ended December听31,听								听
听	2017		听听听听	2016		听	2015		听
Major classes of line items constituting pretax income (loss) of discontinued operations:	听	听	听	听	听	听	听	听	听
Trade sales, services and fees, net	$	2,234	听	$	2,168	听	$	2,193	听
Cost of goods sold	听	1,840	听	听	2,012	听	听	2,077	听
Selling, general and administrative	听	187	听	听	174	听	听	214	听
Restructuring, impairment and plant closing costs	听	56	听	听	36	听	听	220	听
Business separation expenses	听	40	听	听	18	听	听	听鈥�	听
Interest expense (income)	听	19	听	听	(1)	听	听	听鈥�	听
Other operating income, net	听	(134)	听	听	(38)	听	听	(1)	听
Other loss (income), net	听	听1	听	听	(1)	听	听	听1	听
Income (loss) from discontinued operations before income taxes	听	225	听	听	(32)	听	听	(318)	听
Income tax (expense) benefit	听	(67)	听	听	24	听	听	16	听
Income (loss) from discontinued operations, net of tax	听	158	听	听	(8)	听	听	(302)	听
Net income attributable to noncontrolling interests	听	(10)	听	听	(10)	听	听	(7)	听
Net income (loss) attributable to discontinued operations	$	148	听	$	(18)	听	$	(309)	听

听

乐天堂fun88(中国区)官方网站 International

听

听	听	听	听	听	听	听	听	听	听
听	Year ended December听31,听								听
听	2017		听听听听	2016		听	2015		听
Major classes of line items constituting pretax income (loss) of discontinued operations:	听	听	听	听	听	听	听	听	听
Trade sales, services and fees, net	$	2,234	听	$	2,168	听	听	2,193	听
Cost of goods sold	听	1,843	听	听	2,017	听	听	2,082	听
Selling, general and administrative	听	187	听	听	174	听	听	214	听
Restructuring, impairment and plant closing costs	听	56	听	听	36	听	听	220	听
Business separation expenses	听	40	听	听	18	听	听	听鈥�	听
Interest expense	听	19	听	听	(1)	听	听	听鈥�	听
Other operating income, net	听	(134)	听	听	(38)	听	听	(1)	听
Other loss (income), net	听	听1	听	听	(1)	听	听	听1	听
Income (loss) from discontinued operations before income taxes	听	222	听	听	(37)	听	听	(323)	听
Income tax (expense) benefit	听	(67)	听	听	24	听	听	16	听
Income (loss) from discontinued operations, net of tax	听	155	听	听	(13)	听	听	(307)	听
Net income attributable to noncontrolling interests	听	(10)	听	听	(10)	听	听	(7)	听
Net income (loss) attributable to discontinued operations	$	145	听	$	(23)	听	$	(314)	听

听

Sale of European Surfactants Manufacturing Facilities

On December 30, 2016, our Performance Products segment completed the sale of its European surfactants business to Innospec Inc. for $199 million in cash plus our retention of trade receivables and payables for an enterprise value of $225 million. Under the terms of the transaction, Innospec acquired our manufacturing facilities located in Saint-Mihiel, France; Castiglione delle Stiviere, Italy; and Barcelona, Spain. We remain committed to our global surfactants business, including in the U.S. and Australia, where our differentiated surfactants businesses are backward integrated into essential feedstocks. Upon closing the transaction, we entered into supply and long-term tolling arrangements with Innospec in order to continue marketing certain core products strategic to our global agrochemicals, lubes and certain other businesses. In connection with this sale, we recognized a pre-tax gain in the fourth quarter of 2016 of $98 million which was reflected in other operating income, net on the consolidated statements of operations. This business is not presented as discontinued operations as it was not considered a strategic shift in our operations.