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Valhi Stockholder's Equity
12 Months Ended
Dec. 31, 2018
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, 2016, 2017 and 2018

 

 

355.3

 

 

 

(13.2

)

 

 

342.0

 

Valhi common stock. We issued a nominal number of shares of Valhi common stock during 2016, 2017 and 2018, associated with annual stock awards to members of our board of directors.

Valhi share repurchases and cancellations. Prior to 2016, 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 2016, 2017 or 2018.

Treasury stock. At December 31, 2017 and 2018, NL and Kronos held approximately 14.4 million and 1.7 million shares of our common stock, respectively. The treasury stock we reported for financial reporting purposes at December 31, 2017 and 2018 represents our proportional interest in these shares of our common stock held by NL and Kronos, at NL’s and Kronos’ historical cost basis. The remaining portion of these shares of our common stock, which are attributable to the noncontrolling interest of N and Kronos, are reflected in our consolidated balance sheet at fair value and are classified as part of other noncurrent assets. 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. Prior to 2018, any unrealized gains or losses on the shares of our common stock attributable to the noncontrolling interest of Kronos and NL were recognized through other comprehensive income or loss, net of deferred income taxes, attributable to such noncontrolling interests.  Beginning on January 1, 2018 with the adoption of ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10):  Recognition of Financial Assets and Financial Liabilities, Kronos and NL recognize unrealized gains or losses in the determination of each of their respective net income or losses.  Under the principles of consolidation we eliminate any gains or losses associated with our common stock to the extent of our proportional ownership interest in each subsidiary.  The $12.2 million loss recognized in our Consolidated Statement of Operations in 2018 represents the unrealized loss in respect of these shares during 2018 attributable to the noncontrolling interest of Kronos and NL.  See Note 2.

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, 2018, we have not declared any dividends on the Series A Preferred Stock since its issuance prior to 2016.

Valhi long-term incentive compensation plan. Prior to 2016, 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 16,000 shares in 2016, 12,000 shares in 2017 and 14,500 shares in 2018, and at December 31, 2018, 124,000 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, 2018, Kronos, NL and CompX had 149,900, 141,400 and 156,550 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,

 

 

 

2016

 

 

2017

 

 

2018

 

 

 

(In millions)

 

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

 

 

 

 

 

 

 

 

 

 

 

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

$

1.6

 

 

$

1.7

 

 

$

1.7

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain arising during the year

 

 

.1

 

 

 

— 

 

 

 

—  

 

Balance at end of year

 

$

1.7

 

 

$

1.7

 

 

$

1.7

 

Interest rate swap:

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

$

(1.3

)

 

$

(1.2

)

 

$

— 

 

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized losses during the year

 

 

(1.2

)

 

 

(1.2

)

 

 

— 

 

Less reclassification adjustments for amounts included in interest expense

 

 

1.3

 

 

 

2.4

 

 

 

— 

 

Balance at end of year

 

$

(1.2

)

 

$

— 

 

 

$

— 

 

Currency translation:

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

$

(78.1

)

 

$

(88.5

)

 

$

(54.1

)

Other comprehensive gain (loss) arising during the year

 

 

(10.4

)

 

 

34.4

 

 

 

(21.5

)

Balance at end of year

 

$

(88.5

)

 

$

(54.1

)

 

$

(75.6

)

Defined benefit pension plans:

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

$

(123.0

)

 

$

(137.0

)

 

$

(129.0

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

5.7

 

 

 

6.4

 

 

 

7.6

 

Net actuarial gain (loss) arising during the year

 

 

(19.7

)

 

 

1.6

 

 

 

(12.6

)

Balance at end of year

 

$

(137.0

)

 

$

(129.0

)

 

$

(134.0

)

OPEB plans:

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

$

3.8

 

 

$

3.1

 

 

$

2.4

 

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

(1.0

)

 

 

(.8

)

 

 

(.8

)

Net actuarial gain arising during the year

 

 

.3

 

 

 

.1

 

 

 

.1

 

Balance at end of year

 

$

3.1

 

 

$

2.4

 

 

$

1.7

 

Total accumulated other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

$

(197.0

)

 

$

(221.9

)

 

$

(179.0

)

Other comprehensive  income (loss)

 

 

(24.9

)

 

 

42.9

 

 

 

(27.2

)

Balance at end of year

 

$

(221.9

)

 

$

(179.0

)

 

$

(206.2

)

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.