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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 - For the fiscal year ended December 31, 2004
Commission file number 1-5467
VALHI, INC.
- ------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 87-0110150
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697
- ------------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 233-1700
--------------------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ------------------------
Common stock New York Stock Exchange
($.01 par value per share) Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes X No
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act). Yes X No
The aggregate market value of the 10.4 million shares of voting stock held by
nonaffiliates of Valhi, Inc. as of June 30, 2004 (the last business day of the
Registrant's most recently-completed second fiscal quarter) approximated $118.4
million.
As of February 28, 2005, 119,485,878 shares of the Registrant's common stock
were outstanding.
Documents incorporated by reference
The information required by Part III is incorporated by reference from the
Registrant's definitive proxy statement to be filed with the Commission pursuant
to Regulation 14A not later than 120 days after the end of the fiscal year
covered by this report.
Explanatory Note Regarding Amendment No. 2
On December 23, 2005, the Registrant filed with the SEC Amendment No. 1 on its
Annual Report on Form 10-K/A to amend its Annual Report on Form 10-K for the
year ended December 31, 2004 (the "Original Form 10-K/A"). Such Original Form
10-K/A did not include the consent called for by Exhibit 23.2. Such consent is
being filed herewith as part of Amendment No. 2 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 2004 (the "Revised" Form
10-K/A").
This Revised Form 10-K/A only presents Item 15(c) of the Original Form 10-K/A
and the omitted Exhibit 23.2. No other Item or information in the Original Form
10-K/A, other than providing the consent called for by Exhibit 23.2, is amended
hereby, and no other Item or information has been updated to reflect events
occurring after the filing of the Original Form 10-K/A, or to modify or update
disclosures affected by subsequent events. In addition, pursuant to the rules of
the SEC, Exhibits 31.1 and 31.2 have been updated to contain currently-dated
certifications of the Registrant's Chief Executive Officer and Chief Financial
Officer.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(c) Exhibits
Included as exhibits are the items listed in the Exhibit Index. The
Company has retained a signed original of any of these exhibits that
contain signatures, and the Company will provide such exhibit to the
Commission or its staff upon request. Valhi will furnish a copy of any
of the exhibits listed below upon request and payment of $4.00 per
exhibit to cover the costs to Valhi of furnishing the exhibits. Valhi
will also furnish, without charge, a copy of its Code of Business
Conduct and Ethics, its Audit Committee Charter and its Corporate
Governance Guidelines, each as adopted by the Company's board of
directors, upon request. Such requests should be directed to the
attention of Valhi's Corporate Secretary at Valhi's corporate offices
located at 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240. Pursuant
to Item 601(b)(4)(iii) of Regulation S-K, any instrument defining the
rights of holders of long-term debt issues and other agreements
related to indebtedness which do not exceed 10% of consolidated total
assets as of December 31, 2004 will be furnished to the Commission
upon request.
Item No. Exhibit Item
3.1 Restated Articles of Incorporation of the Registrant - incorporated by
reference to Appendix A to the definitive Prospectus/Joint Proxy
Statement of The Amalgamated Sugar Company and LLC Corporation (File
No. 1-5467) dated February 10, 1987.
3.2 By-Laws of the Registrant as amended - incorporated by reference to
Exhibit 3.1 of the Registrant's Quarterly Report on Form 10-Q (File
No. 1-5467) for the quarter ended June 30, 2002.
4.1 Indenture dated June 28, 2002 between Kronos International, Inc. and
The Bank of New York, as Trustee, governing Kronos International's
8.875% Senior Secured Notes due 2009 - incorporated by reference to
Exhibit 4.1 to NL Industries, Inc.'s Quarterly Report on Form 10-Q
(File No. 1-640) for the quarter ended June 30, 2002.
9.1 Shareholders' Agreement dated February 15, 1996 among TIMET, Tremont,
IMI plc, IMI Kynoch Ltd. and IMI Americas, Inc. - incorporated by
reference to Exhibit 2.2 to Tremont's Current Report on Form 8-K (File
No. 1-10126) dated March 1, 1996.
9.2 Amendment to the Shareholders' Agreement dated March 29, 1996 among
TIMET, Tremont, IMI plc, IMI Kynosh Ltd. and IMI Americas, Inc. -
incorporated by reference to Exhibit 10.30 to Tremont's Annual Report
on Form 10-K (File No. 1-10126) for the year ended December 31, 1995.
10.1 Intercorporate Services Agreement between the Registrant and Contran
Corporation effective as of January 1, 2004 - incorporated by
reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 2004.
10.2 Intercorporate Services Agreement between Contran Corporation and NL
effective as of January 1, 2004 - incorporated by reference to Exhibit
10.1 to NL's Quarterly Report on Form 10-Q (File No. 1-640) for the
quarter ended March 31, 2004.
Item No. Exhibit Item
10.3 Intercorporate Services Agreement between Contran Corporation, Tremont
LLC and TIMET effective as of January 1, 2004 - incorporated by
reference to Exhibit 10.14 to TIMET's Annual Report on Form 10-K (File
No. 0-28538) for the year ended December 31, 2003.
10.4 Intercompany Services Agreement between Contran Corporation and CompX
effective January 1, 2004 - incorporated by reference to Exhibit 10.2
to CompX's Annual Report on Form 10-K (File No. 1-13905) for the year
ended December 31, 2003.
10.5 Intercorporate Services Agreement between Contran Corporation and
Kronos Worldwide, Inc. effective January 1, 2004 - incorporated by
reference to Exhibit No. 10.1 to Kronos' Quarterly Report on Form 10-Q
(File No. 1-31763) for the quarter ended March 31, 2004.
10.6 Revolving Loan Note dated May 4, 2001 with Harold C. Simmons Family
Trust No. 2 and EMS Financial, Inc. - incorporated by reference to
Exhibit 10.1 to NL's Quarterly Report on Form 10-Q (File No. 1-640)
for the quarter ended September 30, 2001.
10.7 Security Agreement dated May 4, 2001 by and between Harold C. Simmons
Family Trust No. 2 and EMS Financial, Inc. - incorporated by reference
to Exhibit 10.2 to NL's Quarterly Report on Form 10-Q (File No. 1-640)
for the quarter ended September 30, 2001.
10.8* Valhi, Inc. 1987 Stock Option - Stock Appreciation Rights Plan, as
amended - incorporated by reference to Exhibit 10.4 to the
Registrant's Annual Report on Form 10-K (File No. 1-5467) for the year
ended December 31, 1994.
10.9* Valhi, Inc. 1997 Long-Term Incentive Plan - incorporated by reference
to Exhibit 10.12 to the Registrant's Annual Report on Form 10-K (File
No. 1-5467) for the year ended December 31, 1996.
10.10* CompX International Inc. 1997 Long-Term Incentive Plan - incorporated
by reference to Exhibit 10.2 to CompX's Registration Statement on Form
S-1 (File No. 333-42643).
10.11* NL Industries, Inc. 1998 Long-Term Incentive Plan - incorporated by
reference to Appendix A to NL's Proxy Statement on Schedule 14A (File
No. 1-640) for the annual meeting of shareholders held on May 9, 1998.
10.12* Kronos Worldwide, Inc. 2003 Long-Term Incentive Plan - incorporated by
reference to Exhibit 10.4 to Kronos' Registration Statement on Form 10
(File No. 001-31763).
10.13 Agreement Regarding Shared Insurance dated as of October 30, 2003 by
and between CompX International Inc., Contran Corporation, Keystone
Consolidated Industries, Inc., Kronos Worldwide, Inc., NL Industries,
Inc., Titanium Metals Corporation and Valhi, Inc. - incorporated by
reference to Exhibit 10.32 to Kronos' Annual Report on Form 10-K (File
No. 1-31763) for the year ended December 31, 2003.
10.14 Formation Agreement of The Amalgamated Sugar Company LLC dated January
3, 1997 (to be effective December 31, 1996) between Snake River Sugar
Company and The Amalgamated Sugar Company - incorporated by reference
to Exhibit 10.19 to the Registrant's Annual Report on Form 10-K (File
No. 1-5467) for the year ended December 31, 1996.
Item No. Exhibit Item
10.15 Master Agreement Regarding Amendments to The Amalgamated Sugar Company
Documents dated October 19, 2000 - incorporated by reference to
Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q (File
No. 1-5467) for the quarter ended September 30, 2000.
10.16 Company Agreement of The Amalgamated Sugar Company LLC dated January
3, 1997 (to be effective December 31, 1996) - incorporated by
reference to Exhibit 10.20 to the Registrant's Annual Report on Form
10-K (File No. 1-5467) for the year ended December 31, 1996.
10.17 First Amendment to the Company Agreement of The Amalgamated Sugar
Company LLC dated May 14, 1997 - incorporated by reference to Exhibit
10.1 to the Registrant's Quarterly Report on Form 10-Q (File No.
1-5467) for the quarter ended June 30, 1997.
10.18 Second Amendment to the Company Agreement of The Amalgamated Sugar
Company LLC dated November 30, 1998 - incorporated by reference to
Exhibit 10.24 to the Registrant's Annual Report on Form 10-K (File No.
1-5467) for the year ended December 31, 1998.
10.19 Third Amendment to the Company Agreement of The Amalgamated Sugar
Company LLC dated October 19, 2000 - incorporated by reference to
Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q (File
No. 1-5467) for the quarter ended September 30, 2000.
10.20 Subordinated Promissory Note in the principal amount of $37.5 million
between Valhi, Inc. and Snake River Sugar Company, and the related
Pledge Agreement, both dated January 3, 1997 - incorporated by
reference to Exhibit 10.21 to the Registrant's Annual Report on Form
10-K (File No. 1-5467) for the year ended December 31, 1996.
10.21 Limited Recourse Promissory Note in the principal amount of $212.5
million between Valhi, Inc. and Snake River Sugar Company, and the
related Limited Recourse Pledge Agreement, both dated January 3, 1997
- incorporated by reference to Exhibit 10.22 to the Registrant's
Annual Report on Form 10-K (File No. 1-5467) for the year ended
December 31, 1996.
10.22 Subordinated Loan Agreement between Snake River Sugar Company and
Valhi, Inc., as amended and restated effective May 14, 1997 -
incorporated by reference to Exhibit 10.9 to the Registrant's
Quarterly Report on Form 10-Q (File No. 1-5467) for the quarter ended
June 30, 1997.
10.23 Second Amendment to the Subordinated Loan Agreement between Snake
River Sugar Company and Valhi, Inc. dated November 30, 1998 -
incorporated by reference to Exhibit 10.28 to the Registrant's Annual
Report on Form 10-K (File No. 1-5467) for the year ended December 31,
1998.
10.24 Third Amendment to the Subordinated Loan Agreement between Snake River
Sugar Company and Valhi, Inc. dated October 19, 2000 - incorporated by
reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form
10-Q (File No. 1-5467) for the quarter ended September 30, 2000.
10.25 Fourth Amendment to the Subordinated Loan Agreement between Snake
River Sugar Company and Valhi, Inc. dated March 31, 2003 -
incorporated by reference to Exhibit No. 10.1 to the Registrant's
Quarterly Report on Form 10-Q (file No. 1-5467) for the quarter ended
March 31, 2003.
Item No. Exhibit Item
10.26 Contingent Subordinate Pledge Agreement between Snake River Sugar
Company and Valhi, Inc., as acknowledged by First Security Bank
National Association as Collateral Agent, dated October 19, 2000 -
incorporated by reference to Exhibit 10.4 to the Registrant's
Quarterly Report on Form 10-Q (File No. 1-5467) for the quarter ended
September 30, 2000.
10.27 Contingent Subordinate Security Agreement between Snake River Sugar
Company and Valhi, Inc., as acknowledged by First Security Bank
National Association as Collateral Agent, dated October 19, 2000 -
incorporated by reference to Exhibit 10.5 to the Registrant's
Quarterly Report on Form 10-Q (File No. 1-5467) for the quarter ended
September 30, 2000.
10.28 Contingent Subordinate Collateral Agency and Paying Agency Agreement
among Valhi, Inc., Snake River Sugar Company and First Security Bank
National Association dated October 19, 2000 - incorporated by
reference to Exhibit 10.6 to the Registrant's Quarterly Report on Form
10-Q (File No. 1-5467) for the quarter ended September 30, 2000.
10.29 Deposit Trust Agreement related to the Amalgamated Collateral Trust
among ASC Holdings, Inc. and Wilmington Trust Company dated May 14,
1997 - incorporated by reference to Exhibit 10.2 to the Registrant's
Quarterly Report on Form 10-Q (File No. 1-5467) for the quarter ended
June 30, 1997.
10.30 Pledge Agreement between the Amalgamated Collateral Trust and Snake
River Sugar Company dated May 14, 1997 - incorporated by reference to
Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q (File
No. 1-5467) for the quarter ended June 30, 1997.
10.31 Guarantee by the Amalgamated Collateral Trust in favor of Snake River
Sugar Company dated May 14, 1997 - incorporated by reference to
Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q (File
No. 1-5467) for the quarter ended June 30, 1997.
10.32 Amended and Restated Pledge Agreement between ASC Holdings, Inc. and
Snake River Sugar Company dated May 14, 1997 - incorporated by
reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form
10-Q (File No. 1-5467) for the quarter ended June 30, 1997.
10.33 Collateral Deposit Agreement among Snake River Sugar Company, Valhi,
Inc. and First Security Bank, National Association dated May 14, 1997
- incorporated by reference to Exhibit 10.6 to the Registrant's
Quarterly Report on Form 10-Q (File No. 1-5467) for the quarter ended
June 30, 1997.
10.34 Voting Rights and Forbearance Agreement among the Amalgamated
Collateral Trust, ASC Holdings, Inc. and First Security Bank, National
Association dated May 14, 1997 - incorporated by reference to Exhibit
10.7 to the Registrant's Quarterly Report on Form 10-Q (File No.
1-5467) for the quarter ended June 30, 1997.
10.35 First Amendment to the Voting Rights and Forbearance Agreement among
the Amalgamated Collateral Trust, ASC Holdings, Inc. and First
Security Bank National Association dated October 19, 2000 -
incorporated by reference to Exhibit 10.9 to the Registrant's
Quarterly Report on Form 10-Q (File No. 1-5467) for the quarter ended
September 30, 2000.
Item No. Exhibit Item
10.36 Voting Rights and Collateral Deposit Agreement among Snake River Sugar
Company, Valhi, Inc., and First Security Bank, National Association
dated May 14, 1997 - incorporated by reference to Exhibit 10.8 to the
Registrant's Quarterly Report on Form 10-Q (File No. 1-5467) for the
quarter ended June 30, 1997.
10.37 Subordination Agreement between Valhi, Inc. and Snake River Sugar
Company dated May 14, 1997 - incorporated by reference to Exhibit
10.10 to the Registrant's Quarterly Report on Form 10-Q (File No.
1-5467) for the quarter ended June 30, 1997.
10.38 First Amendment to the Subordination Agreement between Valhi, Inc. and
Snake River Sugar Company dated October 19, 2000 - incorporated by
reference to Exhibit 10.7 to the Registrant's Quarterly Report on Form
10-Q (File No. 1-5467) for the quarter ended September 30, 2000.
10.39 Form of Option Agreement among Snake River Sugar Company, Valhi, Inc.
and the holders of Snake River Sugar Company's 10.9% Senior Notes Due
2009 dated May 14, 1997 - incorporated by reference to Exhibit 10.11
to the Registrant's Quarterly Report on Form 10-Q (File No. 1-5467)
for the quarter ended June 30, 1997.
10.40 First Amendment to Option Agreements among Snake River Sugar Company,
Valhi Inc., and the holders of Snake River's 10.9% Senior Notes Due
2009 dated October 19, 2000 - incorporated by reference to Exhibit
10.8 to the Registrant's Quarterly Report on Form 10-Q (File No.
1-5467) for the quarter ended September 30, 2000.
10.41 Formation Agreement dated as of October 18, 1993 among Tioxide
Americas Inc., Kronos Louisiana, Inc. and Louisiana Pigment Company,
L.P. - incorporated by reference to Exhibit 10.2 of NL's Quarterly
Report on Form 10-Q (File No. 1-640) for the quarter ended September
30, 1993.
10.42 Joint Venture Agreement dated as of October 18, 1993 between Tioxide
Americas Inc. and Kronos Louisiana, Inc. - incorporated by reference
to Exhibit 10.3 of NL's Quarterly Report on Form 10-Q (File No. 1-640)
for the quarter ended September 30, 1993.
10.43 Kronos Offtake Agreement dated as of October 18, 1993 by and between
Kronos Louisiana, Inc. and Louisiana Pigment Company, L.P. -
incorporated by reference to Exhibit 10.4 of NL's Quarterly Report on
Form 10-Q (File No. 1-640) for the quarter ended September 30, 1993.
10.44 Amendment No. 1 to Kronos Offtake Agreement dated as of December 20,
1995 between Kronos Louisiana, Inc. and Louisiana Pigment Company,
L.P. - incorporated by reference to Exhibit 10.22 of NL's Annual
Report on Form 10-K (File No. 1-640) for the year ended December 31
1995.
10.45 Master Technology and Exchange Agreement dated as of October 18, 1993
among Kronos, Inc., Kronos Louisiana, Inc., Kronos International,
Inc., Tioxide Group Limited and Tioxide Group Services Limited -
incorporated by reference to Exhibit 10.8 of NL's Quarterly Report on
Form 10-Q (File No. 1-640) for the quarter ended September 30, 1993.
Item No. Exhibit Item
10.46 Allocation Agreement dated as of October 18, 1993 between Tioxide
Americas Inc., ICI American Holdings, Inc., Kronos, Inc. and Kronos
Louisiana, Inc. - incorporated by reference to Exhibit 10.10 to NL's
Quarterly Report on Form 10-Q (File No. 1-640) for the quarter ended
September 30, 1993.
10.47 Lease Contract dated June 21, 1952, between Farbenfabrieken Bayer
Aktiengesellschaft and Titangesellschaft mit beschrankter Haftung
(German language version and English translation thereof) -
incorporated by reference to Exhibit 10.14 of NL's Annual Report on
Form 10-K (File No. 1-640) for the year ended December 31, 1985.
10.48 Contract on Supplies and Services among Bayer AG, Kronos Titan GmbH
and Kronos International, Inc. dated June 30, 1995 (English
translation from German language document) - incorporated by reference
to Exhibit 10.1 of NL's Quarterly Report on Form 10-Q (File No. 1-640)
for the quarter ended September 30, 1995.
10.49 Amendment dated August 11, 2003 to the Contract on Supplies and
Services among Bayer AG, Kronos Titan-GmbH & Co. OHG and Kronos
International (English translation of German language document) -
incorporated by reference to Exhibit No. 10.32 to the Kronos
Worldwide, Inc. Registration Statement on Form 10 (File No.
001-31763).
10.50 Form of Lease Agreement, dated November 12, 2004, between The
Prudential Assurance Company Limited and TIMET UK Ltd. related to the
premises known as TIMET Number 2 Plant, The Hub, Birmingham, England -
incorporated by reference to Exhibit 10.1 to TIMET's Current Report on
Form 8-K (File No. 1 -10126) filed with the SEC on November 17, 2004.
10.51** Richards Bay Slag Sales Agreement dated May 1, 1995 between Richards
Bay Iron and Titanium (Proprietary) Limited and Kronos, Inc.-
incorporated by reference to Exhibit 10.17 to NL's Annual Report on
Form 10-K (File No. 1-640) for the year ended December 31, 1995.
10.52** Amendment to Richards Bay Slag Sales Agreement dated May 1, 1999,
between Richards Bay Iron and Titanium (Proprietary) Limited and
Kronos, Inc. - incorporated by reference to Exhibit 10.4 to NL's
Annual Report on Form 10-K (File No. 1-640) for the year ended
December 31, 1999.
10.53** Amendment to Richards Bay Slag Sales Agreement dated June 1, 2001
between Richards Bay Iron and Titanium (Proprietary) Limited and
Kronos, Inc.- incorporated by reference to Exhibit No. 10.5 to NL's
Annual Report on Form 10-K (File No. 1-640) for the year ended
December 31, 2001.
10.54** Amendment to Richards Bay Slag Sales Agreement dated December 20, 2002
between Richards Bay Iron and Titanium (Proprietary) Limited and
Kronos, Inc.- incorporated by reference to Exhibit No. 10.7 to NL's
Annual Report on Form 10-K (File No. 1-640) for the year ended
December 31, 2002.
10.55** Amendment to Richards Bay Slag Sales Agreement dated October 31, 2003
between Richards Bay Iron and Titanium (Proprietary) Limited and
Kronos, Inc. - incorporated by reference to Exhibit No. 10.17 to
Kronos' Annual Report on Form 10-K (File No. 1-31763) for the year
ended December 31, 2003.
Item No. Exhibit Item
10.56 Agreement between Sachtleben Chemie GmbH and Kronos Titan GmbH
effective as of December 30, 1988 - Incorporated by reference to
Exhibit No. 10.1 to Kronos International Inc.'s Quarterly Report on
Form 10-Q (File No. 333-100047) for the quarter ended September 30,
2002.
10.57 Supplementary Agreement dated as of May 3, 1996 to the Agreement
effective as of December 30, 1986 between Sachtleben Chemie GmbH and
Kronos Titan GmbH - incorporated by reference to Exhibit No. 10.2 to
Kronos International Inc.'s Quarterly Report on Form 10-Q (File No.
333-100047) for the quarter ended September 30, 2002.
10.58 Second Supplementary Agreement dated as of January 8, 2002 to the
Agreement effective as of December 30, 1986 between Sachtleben Chemie
GmbH and Kronos Titan GmbH - incorporated by reference to Exhibit No.
10.3 to Kronos International Inc.'s Quarterly Report on Form 10-Q
(File No. 333-100047) for the quarter ended September 30, 2002.
10.59 Purchase and Sale Agreement (for titanium products) between The Boeing
Company, acting through its division, Boeing Commercial Airplanes, and
Titanium Metals Corporation (as amended and restated effective April
19, 2001) - incorporated by reference to Exhibit No. 10.2 to Titanium
Metals Corporation's Quarterly Report on Form 10-Q (File No. 0-28538)
for the quarter ended June 30, 2002.
10.60 Purchase and Sale Agreement between Rolls Royce plc and Titanium
Metals Corporation dated December 22, 1998 - incorporated by reference
to Exhibit No. 10.3 to Titanium Metals Corporation's Quarterly Report
on Form 10-Q (File No. 0-28538) for the quarter ended June 30, 2002.
10.61** First Amendment to Purchase and Sale Agreement between Rolls-Royce plc
and TIMET - incorporated by reference to Exhibit No. 10.1 to TIMET's
Quarterly Report on Form 10-Q (File No. 0-28538) for the quarter ended
June 30, 2004.
10.62** Second Amendment to Purchase and Sale Agreement between Rolls-Royce
plc and TIMET - incorporated by reference to Exhibit No. 10.2 to
TIMET's Quarterly Report on Form 10-Q (File No. 0-28538) for the
quarter ended June 30, 2004.
10.63** Termination Agreement by and between Wyman-Gordon Company and Titanium
Metals Corporation effective as of September 28, 2003 - incorporated
by reference to Exhibit No. 10.3 to TIMET's Quarterly Report on Form
10-Q (File No. 0-28538) for the quarter ended June 30, 2004.
10.64 Insurance Sharing Agreement, effective January 1, 1990, by and between
NL, Tall Pines Insurance Company, Ltd. and Baroid Corporation -
incorporated by reference to Exhibit 10.20 to NL's Annual Report on
Form 10-K (File No. 1-640) for the year ended December 31, 1991.
10.65 Indemnification Agreement between Baroid, Tremont and NL Insurance,
Ltd. dated September 26, 1990 - incorporated by reference to Exhibit
10.35 to Baroid's Registration Statement on Form 10 (No. 1-10624)
filed with the Commission on August 31, 1990.
Item No. Exhibit Item
10.66 Administrative Settlement for Interim Remedial Measures, Site
Investigation and Feasibility Study dated July 7, 2000 between the
Arkansas Department of Environmental Quality, Halliburton Energy
Services, Inc., M I, LLC and TRE Management Company - incorporated by
reference to Exhibit 10.1 to Tremont Corporation's Quarterly Report on
Form 10-Q (File No. 1-10126) for the quarter ended June 30, 2002.
10.67 Settlement Agreement and Release of Claims dated April 19, 2001
between Titanium Metals Corporation and the Boeing Company -
incorporated by reference to Exhibit 10.1 to TIMET's Quarterly Report
on Form 10-Q (File No. 0-28538) for the quarter ended March 31, 2001.
21.1*** Subsidiaries of the Registrant.
23.1*** Consent of PricewaterhouseCoopers LLP with respect to Valhi's
consolidated financial statements
23.2**** Consent of PricewaterhouseCoopers LLP with respect to TIMET's
consolidated financial statements
31.1**** Certification
31.2**** Certification
32.1*** Certification
99.1*** Consolidated financial statements of Titanium Metals Corporation -
incorporated by reference to TIMET's Annual Report on Form 10-K (File
No. 0-28538) for the year ended December 31, 2004.
* Management contract, compensatory plan or agreement.
** Portions of the exhibit have been omitted pursuant to a request for
confidential treatment.
*** Previously filed.
**** Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
VALHI, INC.
(Registrant)
By: /s/ Steven L. Watson
- ----------------------------------
Steven L. Watson, January 11, 2006
(President and Chief Executive Officer)
/s/ Bobby D. O'Brien
- ------------------------------------
Bobby D. O'Brien, January 11, 2006
(Vice President and Chief Financial Officer,
Principal Financial Officer)
/s/ Gregory M. Swalwell
- ------------------------------------
Gregory M. Swalwell, January 11, 2006
(Vice President and Controller, Principal Accounting Officer)
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in Valhi, Inc.'s (i)
Registration Statement on Form S-8 (Nos. 33-53633, 33-48146, 33-41507 and
33-21758) and related Prospectus pertaining to the Valhi, Inc. 1987 Incentive
Stock Option - Stock Appreciation Rights Plan and (ii) Registration Statement on
Form S-8 (No. 333-48391) and related Prospectus pertaining to the Valhi, Inc.
1997 Long-Term Incentive Plan, of our report dated March 16, 2005 relating to
the consolidated financial statements, management's assessment of the
effectiveness of internal control over financial reporting and the effectiveness
of internal control over financial reporting, of Titanium Metals Corporation,
which appears in Titanium Metals Corporation's Annual Report on Form 10-K for
the year ended December 31, 2004, which is incorporated by reference in this
Annual Report on Form 10-K/A of Valhi, Inc.
PricewaterhouseCoopers LLP
Denver, Colorado
January 11, 2006
Exhibit 31.1
I, Steven L. Watson, the President and Chief Executive Officer of Valhi, Inc.,
certify that:
1) I have reviewed this annual report on Form 10-K/A of Valhi, Inc.;
2) Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3) The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and we have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
4) The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: January 11, 2006
/s/ Steven L. Watson
Steven L. Watson
President and Chief Executive Officer
Exhibit 31.2
I, Bobby D. O'Brien, the Vice President, Chief Financial Officer and Treasurer
of Valhi, Inc., certify that:
1) I have reviewed this annual report on Form 10-K/A of Valhi, Inc.;
2) Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3) The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and we have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in
which this report is being prepared;
b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
4) The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
control over financial reporting.
Date: January 11, 2006
/s/ Bobby D. O'Brien
Bobby D. O'Brien
Vice President, Chief Financial Officer and Treasurer