Valhi stockholder's equity

12 Months Ended

Dec. 31, 2012

Valhi stockholder's equity

Note 14—Valhi stockholder’s equity:

	Shares of common stock
	Issued		Treasury			Outstanding
	(In millions)
Balance at December 31, 2010		355.2		(12.2	)		343.0
Acquired during 2011		—		(1.0	)		(1.0	)
Balance at December 31, 2011 and 2012		355.2		(13.2	)		342.0

In May 2012, we amended our certificate of incorporation to increase the authorized number of shares of our common stock to 500 million. Subsequently in May 2012, we implemented a 3-for-1 split of our common stock in the form of a stock dividend. Other than the disclosure of the increase in the authorized number of shares of our common stock, we have adjusted all share and per-share disclosures for all periods presented in our Consolidated Financial Statements to give effect to the stock split, and we have adjusted our stockholders’ equity at December 31, 2009 to reflect the split by reclassifying $2.4 million from additional paid in capital to common stock representing $.01 per share value of each share of common stock issued as a result of the stock split.

We have issued a nominal number of shares of Valhi common stock during 2010, 2011 and 2012, principally associated with stock awards issued annually to members of our board of directors.

Valhi share repurchases and cancellations. Prior to 2010, our board of directors authorized the repurchase of up to 10.0 million shares of our common stock in open market transactions, including block purchases, or in privately negotiated transactions, which may include transactions with our affiliates or subsidiaries. We may purchase the stock from time to time as market conditions permit. The stock repurchase program does not include specific price targets or timetables and may be suspended at any time. Depending on market conditions, we may terminate the program prior to completion. We will use cash on hand to acquire the shares. Repurchased shares could be retired and cancelled or may be added to our treasury stock and used for employee benefit plans, future acquisitions or other corporate purposes. We did not make any such purchases under the plan in each of 2010, 2011 and 2012.

Treasury stock. The treasury stock we reported for financial reporting purposes at December 31, 2010, 2011 and 2012 represents our proportional interest in the shares of our common stock held by NL and Kronos. NL held approximately 14.4 million shares of our common stock at December 31, 2011 and 2012. Kronos held approximately 364,000 shares at December 31, 2010, which shares Kronos purchased in open market transactions during the fourth quarter of 2010 for an aggregate purchase price of $2.7 million. During 2011, Kronos purchased an additional 1.4 million shares in open market transactions for an aggregate purchase price of $12.6 million, and at December 31, 2011 and 2012 Kronos held an aggregate of 1.7 million shares of our common stock. Under Delaware Corporation Law, 100% (and not the proportionate interest) of a parent company’s shares held by a majority-owned subsidiary of the parent is considered to be treasury stock for voting purposes. As a result, our common shares outstanding for financial reporting purposes differ from those outstanding for legal purposes.

Preferred stock. Our outstanding preferred stock consists of 5,000 shares of our Series A Preferred Stock having a liquidation preference of $133,466.75 per share, or an aggregate liquidation preference of $667.3 million. The outstanding shares of Series A Preferred Stock are held by Contran and represent all of the shares of Series A Preferred Stock we are authorized to issue. The preferred stock has a par value of $.01 per share and pays a non-cumulative cash dividend at an annual rate of 6% of the aggregate liquidation preference only when authorized and declared by our board of directors. The shares of Series A Preferred Stock are non-convertible, and the shares do not carry any redemption or call features (either at our option or the option of the holder). A holder of the Series A shares does not have any voting rights, except in limited circumstances, and is not entitled to a preferential dividend right that is senior to our shares of common stock. Upon the liquidation, dissolution or winding up of our affairs, a holder of the Series A shares is entitled to be paid a liquidation preference of $133,466.75 per share, plus an amount (if any) equal to any declared but unpaid dividends, before any distribution of assets is made to holders of our common stock. Through December 31, 2012, we have not declared any dividends on the Series A Preferred Stock since its issuance prior to 2010.

Valhi long-term incentive compensation plan. Prior to 2012, we had an incentive stock option plan that provided for the discretionary grant of, among other things since its five-year extension, nonqualified stock options, restricted common stock, stock awards and stock appreciation rights. We had no outstanding stock options at December 31, 2010 or 2011 under this plan. In February 2012, our board of directors voted to replace the existing long-term incentive plan with a new plan that would provide for the award of stock to our board of directors, and up to a maximum of 200,000 shares could be awarded. The new plan was approved at our May 2012 shareholder meeting, at which time the prior long-term incentive compensation plan terminated. We awarded 6,000 shares under this new plan in 2012, and at December 31, 2012 194,000 shares are available for future award under this new plan.

Stock plans of subsidiaries. Kronos, NL and CompX each maintain plans which provide for the award of their common stock to their board of directors. At December 31, 2012, 200,000 shares of common stock were available for future grant under each of such plans.

Earnings per share. Basic earnings per share of common stock is based upon the weighted average number of our common shares actually outstanding during each period. Diluted earnings per share of common stock includes the impact of our outstanding dilutive stock options as well as the dilutive effect, if any, of diluted earnings per share reported by Kronos, NL or CompX. The dilutive effect of dilutive earnings per share for Kronos, NL and CompX in 2010, 2011 and 2012 was not significant. A reconciliation of the numerator used in the calculation of earnings per share is presented in the following table:

	Years ended December 31,
	2010			2011		2012
	(In millions)
Income from continuing operations attributable to Valhi stockholders	$	50.7		$	214.5	$	141.4
Equity adjustment		(2.1	)		—		—
Adjusted income from continuing operations attributable to Valhi stockholders	$	48.6		$	214.5	$	141.4

The $2.1 million equity adjustment attributable to Valhi stockholders in 2010 is discussed in Note 17.

Accumulated other comprehensive income (loss). Accumulated other comprehensive income attributable to Valhi stockholders comprises changes in equity as presented in the table below. Amounts in 2010 attributable to the Kronos common stock sale relate to the reclassification between accumulated other comprehensive income and additional paid-in capital following the reduction in our ownership interest in Kronos discussed in Note 3.

	Years ended December 31,
	2010			2011			2012
	(In millions)
Accumulated other comprehensive income (loss) (net of tax and noncontrolling interest):
Marketable securities:
Balance at beginning of year	$	9.0		$	14.6		$	6.4
Other comprehensive income (loss):
Unrealized gain (loss) arising during the year		5.6			(8.2	)		4.1
Less reclassification adjustments for amounts included in realized gain		—			—			(8.4	)
Balance at end of year	$	14.6		$	6.4		$	2.1
Currency translation:
Balance at beginning of year	$	50.3		$	59.2		$	37.5
Other comprehensive income (loss):
Arising during the year		(.1	)		(21.7	)		23.0
Less reclassification adjustments for amounts included in gain on disposal		—			—			(7.2	)
Kronos common stock sale		9.0			—			—
Balance at end of year	$	59.2		$	37.5		$	53.3
Defined benefit pension plans:
Balance at beginning of year	$	(66.1	)	$	(59.8	)	$	(72.6	)
Other comprehensive income (loss):
Amortization of prior service cost and net losses included in net periodic pension cost		4.2			4.0			6.1
Net actuarial loss arising during year		(6.5	)		(16.8	)		(35.0	)
Plan amendment		(2.0	)		—			—
Kronos common stock sale		10.6			—			—
Balance at end of year	$	(59.8	)	$	(72.6	)	$	(101.5	)
OPEB plans:
Balance at beginning of year	$	3.6		$	7.2		$	5.4
Other comprehensive loss:
Amortization of prior service credit and net losses included in net periodic OPEB cost		(.4	)		(.5	)		(1.0	)
Net actuarial loss arising during year		(1.3	)		(1.3	)		(.3	)
Plan amendment		5.1			—			—
Kronos common stock sale		.2			—			—
Balance at end of year	$	7.2		$	5.4		$	4.1
Total accumulated other comprehensive income (loss):
Balance at beginning of year	$	(3.2	)	$	21.2		$	(23.3	)
Other comprehensive income (loss)		4.6			(44.5	)		(18.7	)
Kronos common stock sale		19.8			—			—
Balance at end of year	$	21.2		$	(23.3	)	$	(42.0	)

The marketable securities reclassification adjustment in 2012, all of which was reclassified into income from continuing operations, consists principally of the securities transaction gain related to the sale of TIMET common stock discussed in Note 4. The foreign currency translation reclassification adjustment in 2012 relates to CompX’s disposition of its furniture components operations discussed in Note 3. See Note 11 for amounts related to our defined benefit pension plans and OPEB plans.