Note 3—Business disposition — Waste Control Specialists LLC:

Pursuant to an agreement we entered into in December 2017, on January 26, 2018 we completed the sale of our Waste Management Segment to JFL-WCS Partners, LLC ("JFL Partners"), an entity sponsored by certain investment affiliates of J.F. Lehman & Company, for consideration consisting of the assumption of all of WCS' third-party indebtedness and other liabilities. Our Waste Management Segment, which operated in the low-level radioactive, hazardous, toxic and other waste disposal industry historically struggled to generate sufficient recurring disposal volumes to generate positive operating results or cash flows. We believe the sale will enable us to focus more effort on continuing to develop our remaining segments which we believe have greater opportunity for higher returns than our Waste Management segment.

In accordance with GAAP, the Waste Management Segment has been classified as discontinued operations in our Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Income for all periods presented. Also in accordance with GAAP, we have not reclassified our Condensed Consolidated Statement of Cash Flows to reflect the Waste Management Segment as discontinued operations. We recognized a pre-tax gain of approximately $58 million primarily in the first quarter of 2018 on the transaction ($38.6 million, or $.11 per diluted share, net of tax) because the carrying value of the liabilities of the business assumed by the purchaser exceeded the carrying value of the assets sold at the time of the sale in large part due to the previously-reported long-lived asset impairment of $170.6 million recognized in the second quarter of 2017, as discussed in the 2017 Annual Report. The net assets of the disposed Waste Management Segment at the time we completed the sale on January 26, 2018 were not materially different as compared to December 31, 2017. The income tax benefit associated with discontinued operations recognized in the second quarter of 2018 relates principally to a change in the amount of the deferred income tax asset valuation allowance recognized during 2018 allocated to discontinued operations under the intra-period guidance of ASC 740 associated with the business interest expense deduction limitation discussed in Note 13. Selected financial data for the operations of the disposed Waste Management Segment for periods prior to completing the sale is presented below. Current assets at December 31, 2017 consist principally of trade accounts receivable.

	December 31, 2017
	(In millions)
ASSETS
Current assets	$	11.2
Restricted cash		27.2
Property and equipment, net		6.0
Other noncurrent assets		7.6
Total noncurrent assets		40.8
Total assets	$	52.0

LIABILITIES
Current portion of long-term debt	$	3.0
Payable to Contran		36.1
Other current liabilities		8.2
Total current liabilities		47.3

Long-term debt		65.0
Deferred income taxes		(43.8	)
Accrued noncurrent closure and post closure costs		31.7
Total noncurrent liabilities		52.9
Total liabilities	$	100.2

	Three months ended June 30,						Six months ended June 30,
	2017			2018			2017			2018⁽¹⁾
	(In millions)
Net sales	$	20.5		$	—		$	42.0		$	4.6

Operating loss⁽²⁾	$	(171.6	)	$	—			(171.0	)		(.4	)
Termination fee		4.0			—			4.0			—
Other expense, net		(5.8	)		—			(7.7	)		—
Interest expense, net		(1.2	)		—			(2.4	)		(.3	)
Loss before taxes		(174.6	)		—			(177.1	)		(.7	)
Income tax benefit		(66.4	)		—			(67.2	)		(.1	)
Net loss		(108.2	)		—			(109.9	)		(.6	)

Pre-tax gain on disposal		—			—			—			58.4
Income tax expense (benefit)		—			(.4	)		—			19.8
After-tax gain on disposal		—			.4			—			38.6

Total	$	(108.2	)	$	.4		$	(109.9	)	$	38.0

Net cash provided by operating activities							$	8.8		$	2.3

Net cash used in investing activities							$	(2.6	)	$	(.1	)

(1)

Includes results of the Waste Management Segment though January 26, 2018, the date of the sale.

(2)

Operating results in the second quarter and first six months of 2017 includes a $170.6 million long-lived asset impairment.

In connection with the January 2018 sale, JFL Partners did not assume WCS’ trade payable owed to Contran, which consisted primarily of intercorporate service fees charged to WCS by Contran which WCS did not pay to Contran for several years. Immediately prior to the closing of the sale of WCS, Contran transferred its associated receivable of $36.3 million from WCS to Valhi, in return for a deemed $36.3 million borrowing by Valhi under its revolving credit facility with Contran, see Note 8. Valhi subsequently contributed such receivable from WCS to WCS’s equity, and the trade payable obligation of WCS was deemed paid in full.