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Valhi Stockholder's Equity
12 Months Ended
Dec. 31, 2017
Stockholders Equity Note [Abstract]  
Valhi Stockholders' Equity

Note 16—Valhi stockholders’ equity:

 

 

 

Shares of common stock

 

 

 

Issued

 

 

Treasury

 

 

Outstanding

 

 

 

(In millions)

 

Balance at December 31, 2015, 2016 and 2017

 

 

355.3

 

 

 

(13.2

)

 

 

342.0

 

Valhi common stock. We issued a nominal number of shares of Valhi common stock during 2015, 2016 and 2017, associated with annual stock awards to members of our board of directors.

Valhi share repurchases and cancellations. Prior to 2015, 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 2015, 2016 or 2017.

Treasury stock. The treasury stock we reported for financial reporting purposes at December 31, 2015, 2016 and 2017 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, 2016 and 2017. At December 31, 2016 and 2017 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, 2017, we have not declared any dividends on the Series A Preferred Stock since its issuance prior to 2015.

Valhi long-term incentive compensation plan. Prior to 2015, our board of directors adopted a plan that provides for the award of stock to our board of directors, and up to a maximum of 200,000 shares could be awarded. Under the plan, we awarded 10,500 shares in 2015, 16,000 shares in 2016 and 12,000 shares in 2017, and at December 31, 2017 138,500 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, 2017, Kronos, NL and CompX had 155,500, 154,000 and 166,000 shares of their respective common stock available for future award under respective plans.

 

Accumulated other comprehensive income (loss). Accumulated other comprehensive income (loss) attributable to Valhi stockholders comprises changes in equity as presented in the table below.  

 

 

Years ended December 31,

 

 

 

2015

 

 

2016

 

 

2017

 

 

 

(In millions)

 

Accumulated other comprehensive income (loss) (net of tax and noncontrolling interest):

 

 

 

 

 

 

 

 

 

 

 

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

$

1.6

 

 

$

1.6

 

 

$

1.7

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain arising during the year

 

 

— 

 

 

 

.1

 

 

 

— 

 

Balance at end of year

 

$

1.6

 

 

$

1.7

 

 

$

1.7

 

Interest rate swap:

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

$

— 

 

 

$

(1.3

)

 

$

(1.2

)

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized losses during the year

 

 

(1.7

)

 

 

(1.2

)

 

 

(1.2

)

Less reclassification adjustments for amounts included in interest expense

 

 

.4

 

 

 

1.3

 

 

 

2.4

 

Balance at end of year

 

$

(1.3

)

 

$

(1.2

)

 

$

— 

 

Currency translation:

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

$

(22.6

)

 

$

(78.1

)

 

$

(88.5

)

Other comprehensive gain (loss) arising during the year

 

 

(55.5

)

 

 

(10.4

)

 

 

34.4

 

Balance at end of year

 

$

(78.1

)

 

$

(88.5

)

 

$

(54.1

)

Defined benefit pension plans:

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

$

(132.0

)

 

$

(123.0

)

 

$

(137.0

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of prior service cost and net (gains) losses included in net periodic pension cost

 

 

6.7

 

 

 

5.7

 

 

 

6.4

 

Net actuarial gain (loss) arising during the year

 

 

2.3

 

 

 

(19.7

)

 

 

1.6

 

Balance at end of year

 

$

(123.0

)

 

$

(137.0

)

 

$

(129.0

)

OPEB plans:

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

$

4.4

 

 

$

3.8

 

 

$

3.1

 

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of prior service credit and net losses included in net periodic OPEB cost

 

 

(1.0

)

 

 

(1.0

)

 

 

(.8

)

Net actuarial gain arising during the year

 

 

.4

 

 

 

.3

 

 

 

.1

 

Balance at end of year

 

$

3.8

 

 

$

3.1

 

 

$

2.4

 

Total accumulated other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

$

(148.6

)

 

$

(197.0

)

 

$

(221.9

)

Other comprehensive  income (loss)

 

 

(48.4

)

 

 

(24.9

)

 

 

42.9

 

Balance at end of year

 

$

(197.0

)

 

$

(221.9

)

 

$

(179.0

)

See Note 11 for amounts related to our defined benefit pension plans and OPEB plans and Note 19 for a discussion of our interest rate swap contract.