Delaware
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1-5467
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87-0110150
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(State or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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5430 LBJ Freeway, Suite 1700, Dallas, Texas
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75240-2697
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(Address of principal executive offices)
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(Zip Code)
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(Former name or former address, if changed since last report.)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01 | Regulation FD Disclosure. |
Item 9.01 | Financial Statements and Exhibits. |
(d)
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Exhibits
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Item No.
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Exhibit Index
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99.1
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Press release dated May 8, 2015 issued by the registrant.
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Valhi, Inc.
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(Registrant)
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By: /s/ Gregory M. Swalwell
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Date: May 8, 2015
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Gregory M. Swalwell,
Executive Vice President and Controller
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Item No.
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Exhibit Index
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99.1
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Press release dated May 8, 2015 issued by the registrant.
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·
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Future supply and demand for our products;
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·
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The extent of the dependence of certain of our businesses on certain market sectors;
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·
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The cyclicality of certain of our businesses (such as Kronos' TiO2 operations);
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·
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Customer and producer inventory levels;
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·
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Unexpected or earlier-than-expected industry capacity expansion (such as the TiO2 industry);
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·
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Changes in raw material and other operating costs (such as energy, ore, zinc and brass costs) and our ability to pass those costs on to our customers or offset them with reductions in other operating costs;
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·
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Changes in the availability of raw materials (such as ore);
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·
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General global economic and political conditions (such as changes in the level of gross domestic product in various regions of the world and the impact of such changes on demand for, among other things, TiO2 and component products);
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·
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Competitive products and prices and substitute products, including increased competition from low-cost manufacturing sources (such as China);
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·
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Possible disruption of our business or increases in the cost of doing business resulting from terrorist activities or global conflicts;
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·
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Customer and competitor strategies;
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·
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Potential difficulties in integrating future acquisitions;
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·
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Potential difficulties in upgrading or implementing new manufacturing and accounting software systems;
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·
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Potential consolidation of our competitors;
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·
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Potential consolidation of our customers;
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·
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The impact of pricing and production decisions;
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·
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Competitive technology positions;
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·
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The introduction of trade barriers;
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·
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The ability of our subsidiaries to pay us dividends;
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·
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The impact of current or future government regulations (including employee healthcare benefit related regulations);
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·
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Uncertainties associated with new product development and the development of new product features;
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·
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Fluctuations in currency exchange rates (such as changes in the exchange rate between the U.S. dollar and each of the euro, the Norwegian krone and the Canadian dollar) or possible disruptions to our business resulting from potential instability resulting from uncertainties associated with the euro;
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·
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Operating interruptions (including, but not limited to, labor disputes, leaks, natural disasters, fires, explosions, unscheduled or unplanned downtime, transportation interruptions and cyber attacks);
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·
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Decisions to sell operating assets other than in the ordinary course of business;
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·
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The timing and amounts of insurance recoveries;
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·
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Our ability to renew, amend, refinance or establish credit facilities;
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·
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Our ability to maintain sufficient liquidity;
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·
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The ultimate outcome of income tax audits, tax settlement initiatives or other tax matters;
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·
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Our ultimate ability to utilize income tax attributes or changes in income tax rates related to such attributes, the benefits of which have been recognized under the more-likely-than-not recognition criteria (such as Kronos' ability to utilize its German net operating loss carryforwards);
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·
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Environmental matters (such as those requiring compliance with emission and discharge standards for existing and new facilities, or new developments regarding environmental remediation at sites related to our former operations);
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·
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Government laws and regulations and possible changes therein (such as changes in government regulations which might impose various obligations on former manufacturers of lead pigment and lead-based paint, including NL, with respect to asserted health concerns associated with the use of such products);
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The ultimate resolution of pending litigation (such as NL's lead pigment litigation, environmental and other litigation and Kronos' class action litigation);
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Our ability to comply with covenants contained in our revolving bank credit facilities;
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Our ability to complete and comply with the conditions of our licenses and permits;
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Our ability to successfully defend against any currently-pending or possible future challenge to WCS' operating licenses and permits;
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Changes in real estate values and construction costs in Henderson, Nevada;
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Water levels in Lake Mead; and
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·
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Possible future litigation.
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VALHI, INC. AND SUBSIDIARIES
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CONDENSED STATEMENTS OF INCOME
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(In millions, except earnings per share)
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Three months ended
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March 31,
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2014
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2015
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(unaudited)
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Net sales
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Chemicals
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$420.1
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$365.1
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Component products
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25.8
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27.9
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Waste management
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7.0
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15.0
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Real estate management and development
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9.5
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8.1
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Total net sales
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$462.4
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$416.1
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Operating income (loss)
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Chemicals
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$27.6
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$34.0
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Component products
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3.3
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3.7
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Waste management
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(8.5)
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(2.9)
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Real estate management and development
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0.4
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(0.2)
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Total operating income
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22.8
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34.6
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General corporate items:
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Securities earnings
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6.8
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6.7
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Insurance recoveries
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.8
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3.1
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General expenses, net
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(8.3)
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(8.2)
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Interest expense
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(13.7)
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(14.6)
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Income before income taxes
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8.4
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21.6
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Income tax expense
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3.8
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4.3
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Net income
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4.6
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17.3
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Noncontrolling interest in net income
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of subsidiaries
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3.8
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5.4
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Net income attributable to Valhi
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stockholders
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$0.8
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$11.9
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Basic and diluted net income per share:
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Net income per share attributable to Valhi
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stockholders
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$-
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$.04
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Basic and diluted weighted average shares
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outstanding
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$342.0
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$342.0
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VALHI, INC. AND SUBSIDIARIES
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IMPACT OF PERCENTAGE CHANGE IN CHEMICAL SEGMENT'S NET SALES
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Three months ended
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March 31,
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2015 vs. 2014
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(unaudited)
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Percentage change in TiO2 sales :
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TiO2 product pricing
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(11)
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%
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TiO2 sales volumes
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7
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TiO2 product mix
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(1)
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Changes in currency exchange rates
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(8)
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Total
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(13)
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%
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