UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
10-K
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X
Annual Report Pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934:
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For the fiscal year ended
December 31,
2007
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Commission
file number 1-31763
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KRONOS WORLDWIDE, INC.
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(Exact
name of Registrant as specified in its charter)
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DELAWARE
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76-0294959
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(State
or other jurisdiction of
incorporation
or organization)
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(IRS
Employer Identification No.)
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5430
LBJ Freeway, Suite 1700
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Dallas,
Texas 75240-2697
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(Address
of principal executive offices)
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Registrant's
telephone number, including area
code: (972) 233-1700
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name
of each exchange on
which
registered
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Common
stock
($.01
par value)
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New
York Stock Exchange
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Part
I
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Page
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Item
1.
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Business
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4
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Item
1A.
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Risk
Factors
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10
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Item
1B.
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Unresolved
Staff comments
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12
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Item
2.
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Properties
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12
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Item
3.
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Legal
Proceedings
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13
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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13
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Part
II
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||
Item
5.
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Market
for our Common Equity and Related Stockholder
Matters
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14
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Item
6.
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Selected
Financial Data
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16
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Item
7.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operation
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17
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Item
7A.
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Quantitative
and Qualitative Disclosures about Market Risk
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35
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Item
8.
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Financial
Statements and Supplementary Data
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37
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Item
9.
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Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosures
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37
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Item
9A.
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Controls
and Procedures
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37
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Item
9B.
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Other
Information
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39
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Part
III
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||
Item
10.
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Directors,
Executive Officers and Corporate Governance*
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39
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Item
11.
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Executive
Compensation*
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39
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Item
12.
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Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters*
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39
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Item
13.
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Certain
Relationships and Related Transactions and Director
Independence*
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39
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Item
14.
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Principal
Accounting Fees and Services*
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39
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Part
IV
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||
Item
15.
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Exhibits
and Financial Statement Schedules
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39
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Signatures
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* All
or a portion of the information required by this Item is included in this
Form 10-K through incorporation by reference to the Registrant’s Proxy
Statement for our May 15, 2008 Annual Meeting of
Stockholders.
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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 our businesses
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·
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Customer
inventory levels (such as the extent to which our customers may, from time
to time, accelerate purchases of TiO2 in
advance of anticipated price increases or defer purchases of TiO2 in
advance of anticipated price
decreases)
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·
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Changes
in raw material and other operating costs (such as energy
costs)
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·
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The
possibility of labor disruptions
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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 TiO2)
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·
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Competitive
products and substitute products
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·
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Customer
and competitor strategies
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·
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Potential
consolidation of our competitors
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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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Fluctuations
in currency exchange rates (such as changes in the exchange rate between
the U.S. dollar and each of the euro, the Norwegian kroner and the
Canadian dollar)
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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
and transportation interruptions)
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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 or refinance credit
facilities
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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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The
ultimate ability to utilize income tax attributes, the benefits of which
have been recognized under the more-likely-than-not recognition
criteria
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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)
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·
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Government
laws and regulations and possible changes
therein
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·
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The
ultimate resolution of pending
litigation
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·
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Possible
future litigation
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·
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We
own and operate an ilmenite mine in Norway pursuant to a governmental
concession with an unlimited term, and we are currently excavating a
second mine located near the first mine. Ilmenite is a raw
material used directly as a feedstock by some sulfate-process TiO2
plants, including all of our European sulfate-process
plants. We also sell ilmenite ore to third-parties, some of
whom are our competitors. The mines have estimated aggregate
reserves that are expected to last for at least another 60
years.
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·
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We
manufacture and sell iron-based chemicals, which are co-products and
processed co-products of the TiO2
pigment production process. These co-product chemicals are
marketed through our Ecochem division, and are used primarily as treatment
and conditioning agents for industrial effluents and municipal wastewater
as well as in the manufacture of iron pigments, cement and agricultural
products.
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·
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We
manufacture and sell titanium oxychloride and titanyl sulfate, which are
side-stream products from the production of TiO2. Titanium
oxychloride is used in specialty applications in the formulation of
pearlescent pigments, production of electroceramic capacitors for cell
phones and other electronic devices. Titanyl sulfate products
are used primarily in pearlescent
pigments.
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Production Process/Raw
Material
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Raw
Materials Procured or Mined
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(In
thousands of metric tons)
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Chloride
process plants:
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Purchased
slag or natural rutile ore
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470
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Sulfate
process plants:
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Raw
ilmenite ore mined & used internally
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311
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Purchased
slag
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25
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·
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making
it more difficult for us to satisfy our obligations with respect to our
liabilities;
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·
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increasing
our vulnerability to adverse general economic and industry
conditions;
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·
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requiring
that a portion of our cash flows from operations be used for the payment
of interest on our debt, which reduces our ability to use our cash flow to
fund working capital, capital expenditures, dividends on our common stock,
acquisitions or general corporate
requirements;
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·
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limiting
our ability to obtain additional financing to fund future working capital,
capital expenditures, acquisitions or general corporate
requirements;
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limiting
our flexibility in planning for, or reacting to, changes in our business
and the industry in which we operate;
and
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·
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placing
us at a competitive disadvantage relative to other less leveraged
competitors.
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ITEM
1B.
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UNRESOLVED
STAFF COMMENTS.
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None.
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ITEM
2.
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PROPERTIES
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Location
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Description
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Leverkusen,
Germany
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TiO2
production, Chloride and sulfate process
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Nordenham,
Germany
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TiO2
production, Sulfate process
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Langerbrugge,
Belgium
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TiO2
production, Chloride process
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Fredrikstad,
Norway
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TiO2
production, Sulfate process
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Varennes,
Quebec, Canada
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TiO2
production, Chloride and sulfate process, slurry
facility
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Lake
Charles, Louisiana (1)
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TiO2
production, Chloride process
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Lake
Charles, Louisiana
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Slurry
facility
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Hauge
i Dalane, Norway (2)
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Ilmenite
mine
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ITEM 5.
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MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
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High
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Low
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Cash
dividends
paid
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||||||||||
Year
ended December 31, 2006
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||||||||||||
First
Quarter
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$ | 32.40 | 28.41 | $ | .25 | |||||||
Second
Quarter
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31.95 | 27.60 | .25 | |||||||||
Third
Quarter
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30.70 | 27.52 | .25 | |||||||||
Fourth
Quarter
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40.53 | 28.20 | .25 | |||||||||
Year
ended December 31, 2007
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||||||||||||
First
Quarter
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37.08 | 30.67 | .25 | |||||||||
Second
Quarter
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37.07 | 25.25 | .25 | |||||||||
Third
Quarter
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28.97 | 18.35 | .25 | |||||||||
Fourth
Quarter
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21.79 | 15.50 | .25 | |||||||||
January
1, 2008 through February
29,
2008
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22.56 | 15.74 | - |
ITEM
6.
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SELECTED
FINANCIAL DATA
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Years ended December 31,
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||||||||||||||||||||
2003
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2004
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2005
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2006 (3)
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2007
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||||||||||||||||
(In
millions, except per share data and TiO2
operating statistics)
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||||||||||||||||||||
STATEMENTS
OF OPERATIONS DATA:
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||||||||||||||||||||
Net
sales
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$ | 1,008.2 | $ | 1,128.6 | $ | 1,196.7 | $ | 1,279.4 | $ | 1,310.3 | ||||||||||
Gross
margin
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270.3 | 261.2 | 327.5 | 310.5 | 251.4 | |||||||||||||||
Income
from operations
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133.9 | 113.8 | 176.0 | 143.2 | 84.9 | |||||||||||||||
Net
income (loss)
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88.5 | 314.1 | 71.5 | 82.0 | (66.7 | ) | ||||||||||||||
Net
income (loss) per share
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1.81 | 6.42 | 1.46 | 1.67 | (1.36 | ) | ||||||||||||||
Cash
dividends per share (1)
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.14 | 1.00 | 1.00 | 1.00 | 1.00 | |||||||||||||||
BALANCE
SHEET DATA (at year end):
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||||||||||||||||||||
Total
assets
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$ | 1,121.9 | $ | 1,353.3 | $ | 1,298.9 | $ | 1,421.5 | $ | 1,455.0 | ||||||||||
Notes
payable and long-term debt including current maturities
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556.7 | 533.2 | 465.3 | 536.2 | 606.2 | |||||||||||||||
Common
stockholders’ equity
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162.2 | 473.1 | 412.5 | 448.4 | 411.0 | |||||||||||||||
STATEMENTS
OF CASH FLOW DATA:
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||||||||||||||||||||
Net
cash provided (used) by:
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||||||||||||||||||||
Operating
activities
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$ | 107.7 | $ | 151.0 | $ | 97.8 | $ | 71.9 | $ | 90.0 | ||||||||||
Investing
activities
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(35.4 | ) | (39.8 | ) | (39.7 | ) | (50.9 | ) | (47.4 | ) | ||||||||||
Financing
activities
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(61.8 | ) | (108.8 | ) | (44.8 | ) | (35.0 | ) | (39.8 | ) | ||||||||||
TiO2 OPERATING
STATISTICS:
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||||||||||||||||||||
Sales
volume(2)
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462 | 500 | 478 | 511 | 519 | |||||||||||||||
Production
volume(2)
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476 | 484 | 492 | 516 | 512 | |||||||||||||||
Production
capacity at beginning of year(2)
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470 | 480 | 495 | 516 | 525 | |||||||||||||||
Production
rate as a percentage of capacity
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Full
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Full
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99 | % |
Full
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98 | % | |||||||||||||
__________________________________
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(1)
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Excludes
our December 2003 dividend to NL in the form of a $200 million long-term
note payable.
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(2)
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Metric
tons in thousands
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(3)
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We adopted Statement of
Financial Accounting Standards No. 158 effective December 31,
2006. See Note 10 and 17 to our Consolidated Financial
Statements.
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ITEM 7.
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MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
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·
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TiO2
selling prices,
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·
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Foreign
currency exchange rates (particularly the exchange rate for the U.S.
dollar relative to the euro and the Canadian
dollar),
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·
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TiO2
sales and production volumes, and
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·
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Manufacturing
costs, particularly maintenance and energy-related
expenses.
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·
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Long-lived
assets. We recognize an impairment charge associated
with our long-lived assets, including property and equipment, whenever we
determine that recovery of such long-lived asset is not
probable. Such determination is made in accordance with the
applicable GAAP requirements associated with the long-lived asset, and is
based upon, among other things, estimates of the amount of future net cash
flows to be generated by the long-lived asset and estimates of the current
fair value of the asset. Significant judgment is required in
estimating such cash flows. Adverse changes in such estimates
of future net cash flows or estimates of fair value could result in an
inability to recover the carrying value of the long-lived asset, thereby
possibly requiring an impairment charge to be recognized in the
future. We do not assess our property and equipment for
impairment unless certain impairment indicators, as defined, are
present.
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·
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Pension and OPEB
Plans. We maintain various defined benefit pension plans
and postretirement benefits other than pensions (“OPEB”). The
amounts recognized as defined benefit pension and OPEB expenses, and the
reported amounts of pension asset and accrued pension and OPEB costs, are
actuarially determined based on several assumptions, including discount
rates, expected rates of returns on plan assets and expected health care
trend rates. Variances from these actuarially assumed rates
will result in increases or decreases, as applicable, in the recognized
pension and OPEB obligations, pension and OPEB expenses and funding
requirements. These assumptions are more fully described below
under “Defined Benefit Pension Plans” and “OPEB
Plans.”
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·
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Income
taxes. Deferred taxes are recognized for future tax
effects of temporary differences between financial and income tax
reporting in accordance with the recognition criteria of SFAS No. 109,
Accounting for Income
Taxes. We record a valuation allowance to reduce our
deferred income tax assets to the amount that is believed to be realized
under the more-likely-than-not recognition criteria. While we
have considered future taxable income and ongoing prudent and feasible tax
planning strategies in assessing the need for a valuation allowance, it is
possible that in the future we may change our estimate of the amount of
the deferred income tax assets that would more-likely-than-not be realized
in the future, resulting in an adjustment to the deferred income tax asset
valuation allowance that would either increase or decrease, as applicable,
reported net income in the period such change in estimate was
made. For example, we have substantial net operating loss
carryforwards in Germany (the equivalent of $780 million for German
corporate purposes and $215 million for German trade tax purposes at
December 31, 2007). Prior to the complete utilization of such
carryforwards, it is possible that we might conclude the benefit of such
carryforwards would no longer meet the more-likely-than-not recognition
criteria, at which point we would be required to recognize a valuation
allowance against some or all of the then-remaining tax benefit associated
with the carryforwards.
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·
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Contingencies. We
record accruals for legal, and other contingencies when estimated future
expenditures associated with such contingencies and commitments become
probable and the amounts can be reasonably estimated. However,
new information may become available or circumstances (such as applicable
laws and regulations) may change, thereby resulting in an increase or
decrease in the amount required to be accrued for such matters (and
therefore a decrease or increase in reported net income in the period of
such change).
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Year
ended
December 31,
|
||||||||||||||||
2006
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2007
|
|||||||||||||||
(Dollars
in millions)
|
||||||||||||||||
Net
sales
|
$ | 1,279.4 | 100 | % | $ | 1,310.3 | 100 | % | ||||||||
Cost
of sales
|
968.9 | 76 | % | 1,058.9 | 81 | % | ||||||||||
Gross
margin
|
310.5 | 24 | % | 251.4 | 19 | % | ||||||||||
Other
operating income and expenses, net
|
167.3 | 13 | % | 166.5 | 13 | % | ||||||||||
Income
from operations
|
$ | 143.2 | 11 | % | $ | 84.9 | 6 | % | ||||||||
Percent
|
||||||||||||||||
Change
|
||||||||||||||||
Ti02
operating statistics:
|
||||||||||||||||
Sales
volumes*
|
511 | 519 | 1 | % | ||||||||||||
Production
volumes*
|
516 | 512 | (1 | )% | ||||||||||||
Percent
change in net sales:
|
||||||||||||||||
TiO2
product pricing
|
(4 | )% | ||||||||||||||
TiO2
sales volumes
|
1 | % | ||||||||||||||
TiO2
product mix
|
- | |||||||||||||||
Changes
in currency exchange rates
|
5 | % | ||||||||||||||
Total
|
2 | % |
·
|
a
non-cash charge of $90.8 million relating to a decrease in our net
deferred income tax asset in Germany resulting from the reduction in its
income tax rates;
|
·
|
a
non-cash charge of $8.7 million related to the adjustment of certain
German income tax attributes; and
|
·
|
a
non-cash income tax benefit of $2.0 million resulting from a net reduction
in our reserve for uncertain tax
positions.
|
·
|
an
income tax benefit of $21.7 million resulting from a favorable resolution
of certain income tax audits in Germany that resulted in an increase in
the amount of our German trade tax net operating loss
carryforward;
|
·
|
an
income tax benefit of $10.7 million resulting from the reduction in our
income tax contingency reserves related to favorable developments with
income tax audits in Belgium, Norway and
Germany;
|
·
|
an
income tax benefit of $1.4 million related to the favorable resolution of
certain income tax audit issues in Germany and Belgium;
and
|
·
|
a
$1.1 million benefit resulting from the enactment of a reduction in
Canadian income tax rates.
|
Years ended December 31,
|
||||||||||||||||
2005
|
2006
|
|||||||||||||||
(Dollars
in millions)
|
||||||||||||||||
Net
sales
|
$ | 1,196.7 | 100 | % | $ | 1,279.4 |
100
|
% | ||||||||
Cost
of sales
|
869.2 | 73 | % | 968.9 | 76 |
%
|
||||||||||
Gross
margin
|
327.5 | 27 | % | 310.5 | 24 | % | ||||||||||
Other
operating income and expenses, net
|
151.5 | 13 | % | 167.3 | 13 | % | ||||||||||
Income
from operations
|
$ | 176.0 | 14 | % | $ | 143.2 | 11 | % | ||||||||
Percent
|
||||||||||||||||
Change
|
||||||||||||||||
Ti02
operating statistics:
|
||||||||||||||||
Sales
volumes*
|
478 | 511 | 7 | % | ||||||||||||
Production
volumes*
|
492 | 516 | 5 | % | ||||||||||||
Percent
change in net sales:
|
||||||||||||||||
TiO2
product pricing
|
- | |||||||||||||||
TiO2
sales volumes
|
7 | % | ||||||||||||||
TiO2
product mix
|
- | |||||||||||||||
Changes
in currency exchange rates
|
- | |||||||||||||||
Total
|
7 | % |
·
|
an
income tax benefit of $21.7 million resulting from a favorable resolution
of certain income tax audits in Germany that resulted in an increase in
the amount of our German trade tax net operating loss
carryforward;
|
·
|
an
income tax benefit of $10.7 million resulting from the reduction in our
income tax contingency reserves related to favorable developments with
income tax audits in Belgium, Norway and
Germany;
|
·
|
an
income tax benefit of $1.4 million related to the favorable resolution of
certain income tax audit issues in Germany and Belgium;
and
|
·
|
a
$1.1 million benefit resulting from the enactment of a reduction in
Canadian income tax rates.
|
·
|
an
income tax benefit of $11.5 million for the aggregate effect of favorable
developments with respect to income tax audits in Belgium and Canada;
and
|
·
|
a
charge of $17.5 million for the unfavorable effect related to the loss of
certain of our German income tax
attributes.
|
Year
ended
December
31, 2006
vs. 2005
|
Year
ended
December
31, 2007
vs. 2006
|
|||||||
Increase
(decrease)
(In
millions)
|
||||||||
Impact
on:
|
||||||||
Net
sales
|
$ | 2 | $ | 65 | ||||
Income
from operations
|
(20 | ) | (4 | ) |
·
|
lower
income from operations in 2007 of $58.3
million;
|
·
|
higher
net cash provided by relative changes in our inventories, receivables,
payables and accruals of $31.4 million in 2007 as compared to 2006, due
primarily to relative changes in our inventory levels, as discussed
below;
|
·
|
payment
of the $20.9 million call premium in 2006 as a result of the prepayment of
our 8.875% Senior Secured Notes, which is required to be included in cash
flows from operating activities;
|
·
|
lower
cash paid for income taxes in 2007 of $20.8 million, in part due to the
net payment of $19.2 million in 2006 associated with the settlement of
prior year income tax audits;
|
·
|
higher
net contributions to our TiO2
joint venture in 2007 of $7.2 million due to related changes in their cash
flow;
|
·
|
higher
cash paid for interest in 2007 of $4.5 million, primarily as a result of
the effects of foreign currency exchange rates on the semiannual interest
payments on our 6.5% Senior Secured Notes;
and
|
·
|
higher
depreciation expense of $4.6 million in 2007, primarily as a result of the
effects of foreign currency exchange
rates.
|
·
|
lower
income from operations in 2006 of $32.8
million;
|
·
|
lower
net cash used from relative changes in our inventories, receivables,
payables and accruals of $27.7 million in 2006 as compared to 2005, due
primarily to relative changes in our inventory levels, as discussed
below;
|
·
|
payment
of the $20.9 million call premium in 2006 as a result of the prepayment of
our 8.875% Senior Secured Notes;
|
·
|
higher
cash paid for income taxes in 2006 of $14.3 million, in part due to the
net payment of $19.2 million in 2006 associated with the settlement of
prior year income tax audits; and
|
·
|
lower
cash paid for interest in 2006 of $7.4 million, primarily as a result of
the May 2006 redemption of our 8.875% Senior Secured Notes (on which we
paid interest semiannually in June and December) and the April 2006
issuance of our 6.5% Senior Secured Notes (on which we pay interest
semiannually in April and October).
|
·
|
made
net borrowings of $9 million under our U.S. credit
facility.
|
·
|
issued
euro 400 million principal amount of 6.5% Senior Secured Notes at 99.306%
of par ($498.5 million when
issued);
|
·
|
redeemed
our euro 375 million principal amount of 8.875% Senior Secured Notes
($470.5 million when redeemed) using the proceeds from the issuance of the
6.5% Notes;
|
·
|
made
net payments of $5.1 million under our U.S. credit facility;
and
|
·
|
borrowed
and repaid $4.4 million under our Canadian credit
facility.
|
·
|
repaid
euro 10 million ($12.9 million when repaid) under our European revolving
credit facility;
|
·
|
made
net borrowings of $11.5 million under our U.S. credit facility;
and
|
·
|
entered
into additional capital leases for certain mining equipment in Norway for
the equivalent of approximately $4.4
million.
|
·
|
euro
400 million principal amount of our 6.5% Senior Secured Notes ($585.5
million at December 31, 2007) due in
2013;
|
·
|
$15.4
million under our U.S. revolving credit facility, which matures in
September 2008; and
|
·
|
approximately
$5.3 million of other indebtedness.
|
Payment due date
|
||||||||||||||||||||
Contractual commitment
|
2008
|
2009/2010 | 2011/2012 |
2013
and
after
|
Total
|
|||||||||||||||
(In
millions)
|
||||||||||||||||||||
Indebtedness(1)
|
$ | 16.2 | $ | 2.1 | $ | 2.3 | $ | 585.6 | $ | 606.2 | ||||||||||
Interest
payments on indebtedness
|
39.4 | 77.0 | 76.7 | 12.8 | 205.9 | |||||||||||||||
Operating
leases
|
9.5 | 11.9 | 6.1 | 21.6 | 49.1 | |||||||||||||||
Fixed
asset acquisitions
|
32.0 | - | - | - | 32.0 | |||||||||||||||
Long-term
supply contracts for the purchase of TiO2 feedstock
|
208.0 | 404.0 | 100.0 | - | 712.0 | |||||||||||||||
Estimated
tax obligations
|
9.6 | - | - | - | 9.6 | |||||||||||||||
$ | 314.7 | $ | 495.0 | $ | 185.1 | $ | 620.0 | $ | 1,614.8 |
|
(1)
Primarily relates to Kronos International, Inc. Senior Secured
Notes. See Item 7A, “Quantitative and Qualitative Disclosures
about Market Risk” and Note 8 to our Consolidated Financial
Statements.
|
Discount
rates used for:
|
|||||
Obligations
at
December
31, 2005 and expense in 2006
|
Obligations
at
December
31, 2006 and expense in 2007
|
Obligations
at
December
31, 2007 and expense in 2008
|
|||
Germany
|
4.0%
|
4.5%
|
5.5%
|
||
Canada
|
5.0%
|
5.0%
|
5.3%
|
||
Norway
|
4.5%
|
4.8%
|
5.5%
|
||
U.S.
|
5.5%
|
5.8%
|
6.1%
|
·
|
In
Germany, the composition of our plan assets is established to satisfy the
requirements of the German insurance
commissioner.
|
·
|
In
Canada, we currently have a plan asset target allocation of 60% to equity
securities and 40% to fixed income securities, with an expected long-term
rate of return for such investments to average approximately 125 basis
points above the applicable equity or fixed income
index.
|
·
|
In
Norway, we currently have a plan asset target allocation of 14% to equity
securities, 64% to fixed income securities and the remainder primarily to
cash and liquid investments. The expected long-term rate of
return for such investments is approximately 8.5%, 5.0% and 4.5%,
respectively.
|
·
|
In
the U.S. all of the assets were invested in The Combined Master Retirement
Trust (“CMRT”), a collective investment trust sponsored by Contran to
permit the collective investment by certain master trusts which fund
certain employee benefits plans sponsored by Contran and certain of its
affiliates. Harold Simmons is the sole trustee of the
CMRT. The CMRT’s long-term investment objective is to provide a
rate of return exceeding a composite of broad market equity and fixed
income indices (including the S&P 500 and certain Russell indices)
utilizing both third-party investment managers as well as investments
directed by Mr. Simmons. During the 20-year history of the CMRT
through December 31, 2007, the average annual rate of return has been
approximately 14% (with an 11% return for
2007).
|
December 31, 2006
|
||||||||||||||||
CMRT
|
Germany
|
Canada
|
Norway
|
|||||||||||||
Equity
securities and limited
partnerships
|
97 | % | 23 | % | 66 | % | 13 | % | ||||||||
Fixed
income securities
|
2 | 48 | 32 | 64 | ||||||||||||
Real
estate
|
1 | 14 | - | - | ||||||||||||
Cash,
cash equivalents and other
|
- | 15 | 2 | 23 | ||||||||||||
Total
|
100 | % | 100 | % | 100 | % | 100 | % |
December 31, 2007
|
||||||||||||||||
CMRT
|
Germany
|
Canada
|
Norway
|
|||||||||||||
Equity
securities and limited
partnerships
|
98 | % | 28 | % | 60 | % | 18 | % | ||||||||
Fixed
income securities
|
- | 49 | 34 | 68 | ||||||||||||
Real
estate
|
2 | 12 | - | - | ||||||||||||
Cash,
cash equivalents and other
|
- | 11 | 6 | 14 | ||||||||||||
Total
|
100 | % | 100 | % | 100 | % | 100 | % |
2005
|
2006
|
2007
|
||||
Germany
|
5.5%
|
5.3%
|
5.8%
|
|||
Canada
|
7.0%
|
7.0%
|
6.8%
|
|||
Norway
|
5.5%
|
6.5%
|
5.5%
|
|||
U.S.
|
10.0%
|
10.0%
|
10.0%
|
25
basis
point increase
|
25
basis
point decrease
|
|||||||
(In
millions)
|
||||||||
Effect
on net OPEB cost during 2007
|
$ | - | $ | - | ||||
Effect
at December 31, 2007 on
postretirement
obligation
|
(.6 | ) | .6 |
1% Increase
|
1% Decrease
|
|||||||
(In
millions)
|
||||||||
Effect
on net OPEB cost during 2007
|
$ | (.2 | ) | $ | .2 | |||
Effect
at December 31, 2007 on
postretirement
obligation
|
(1.7 | ) | 1.4 |
Amount
|
|||||||||||||
Indebtedness
|
Carrying
value
|
Fair
value
|
Interest
rate
|
Maturity
date
|
|||||||||
(In
millions)
|
|||||||||||||
Fixed-rate
indebtedness - Euro-denominated:
|
|||||||||||||
Senior
Secured Notes
|
$ | 585.5 | $ | 507.7 |
6.5%
|
2013
|
|||||||
Variable
rate indebtedness - dollar-denominated:
|
|||||||||||||
U.S.
Credit Facility
|
$ | 15.4 | $ | 15.4 |
|
7.5%
|
|
2008
|
ITEM 9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
·
|
Pertain
to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of our
assets,
|
·
|
Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP, and that
receipts and expenditures are being made only in accordance with
authorizations of management and directors,
and
|
·
|
Provide
reasonable assurance regarding prevention or timely detection of an
unauthorized acquisition, use or disposition of assets that could have a
material effect on our Condensed Consolidated Financial
Statements.
|
(a)
and (c)
|
Financial
Statements and Schedule
|
2.1
|
Form
of Distribution Agreement between NL Industries, Inc. and Kronos
Worldwide, Inc. – incorporated by reference to Exhibit 2.1 of the
Registration Statement on Form 10 of the Registrant (File No.
001-31763).
|
3.1
|
First
Amended and Restated Certificate of Incorporation of Kronos Worldwide,
Inc. – incorporated by reference to Exhibit 3.1 of the Registration
statement on Form 10 of the Registrant (File No.
001-31763).
|
3.2
|
Amended
and Restated Bylaws of Kronos Worldwide, Inc. as of October 25, 2007 –
incorporated by reference to Exhibit 3.1 of the Registrant’s Current
Report on Form 8-K filed with the U.S. Securities and Exchange Commission
on October 31, 2007.
|
4.1
|
Indenture
governing the 6.5% Senior Secured Notes due 2013,
dated
|
as
of April 11, 2006, between Kronos International, Inc. and
The
|
|
Bank
of New York, as trustee (incorporated by reference to Exhibit 4.1 to the
Current Report on Form 8-K of Kronos International, Inc. (File No.
333-100047) that was filed with the U.S. Securities and Exchange
Commission on April 11, 2006).
|
4.2
|
Form
of certificate of Series A 6.5% Senior Secured Note due
2013 (incorporated by reference to Exhibit 4.2 to the
Current Report on Form 8-K of Kronos
International, Inc. (File No. 333-100047) that
was filed with the U.S. Securities and Exchange
Commission on April 11,
2006).
|
4.3
|
Form
of certificate of Series B 6.5% Senior Secured Note due
2013 (incorporated by reference to Exhibit 4.3 to the
Current Report on Form 8-K of Kronos International, Inc.
(File No. 333-100047) that was filed with the U.S.
Securities and Exchange Commission on April 11,
2006).
|
4.4
|
Purchase
Agreement dated April 5, 2006 between
Kronos International, Inc. and Deutsche Bank AG London
(incorporated by reference to
Exhibit 4.1 to the Current Report on Form
8-K of Kronos International, Inc.
(File No. 333-100047) that was filed with the
U.S. Securities and
Exchange Commission on April
11, 2006).
|
4.5
|
Registration
Rights Agreement dated as of April 11, 2006
between Kronos International, Inc. and Deutsche Bank AG
London (incorporated by reference to Exhibit
4.5 to the Current Report on Form 8-K of
Kronos International, Inc. (File No.
333-100047) that was filed with the
U.S. Securities and Exchange Commission on April 11,
2006)
|
4.6
|
Collateral
Agency Agreement, dated April 11, 2006, among The Bank of
New York, U.S. Bank, N.A. and Kronos International,
Inc. (incorporated by reference to Exhibit 4.6 to
the Current Report on Form 8-K of
Kronos International, Inc. (File No.
333-100047) that was filed with the
U.S. Securities and Exchange Commission on April 11,
2006).
|
4.7
|
Security
Over Shares Agreement, dated April 11, 2006, between Kronos International,
Inc. and The Bank of New York (incorporated by reference
to Exhibit 4.7 to the Current Report on Form 8-K
of Kronos International, Inc. (File
No. 333-100047) that was filed with the
U.S. Securities and Exchange Commission on April
11, 2006).
|
4.8
|
Pledge
of Shares (shares in Kronos Denmark ApS), dated April
11, 2006, between Kronos International, Inc. and U.S.
Bank, N.A. (incorporated by reference to
Exhibit 4.8 to the Current Report on Form 8-K
of Kronos International, Inc. (File No.
333-100047) that was filed with the
U.S. Securities and Exchange Commission on April 11,
2006).
|
4.9
|
Pledge
Agreement (shares in Societe Industrielle du Titane
S.A.), dated April 11, 2006, between Kronos
International, Inc. and U.S. Bank, N.A. (incorporated by
reference to Exhibit 4.9 to the Current Report on Form
8-K of Kronos International, Inc. (File No.
333-100047) that was filed with the U.S. Securities and Exchange
Commission on April 11, 2006)
|
4.10
|
Share
Pledge Agreement (shares in Kronos Titan GmbH), dated
April 11, 2006, between Kronos International, Inc. and
U.S. Bank, N.A. (incorporated by reference to
Exhibit 4.10 to the Current Report on Form 8-K of Kronos
International, Inc. (File No. 333-100047) that was filed
with the U.S. Securities and Exchange Commission on April 11,
2006).
|
10.1
|
Form
of Tax Agreement between Valhi, Inc. and Kronos Worldwide, Inc. –
incorporated by reference to Exhibit 10.1 of the Registration statement on
Form 10 of the Registrant (File No.
001-31763).
|
10.2
|
Intercorporate
Services Agreement by and between Contran Corporation and Kronos
Worldwide, Inc., effective as of January 1, 2004 – incorporated by
reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of the
Registrant (File No. 001-31763) for the quarter ended March 31,
2004.
|
10.3*
|
Form
of Kronos Worldwide, Inc. Long-Term Incentive Plan – incorporated by
reference to Exhibit 10.4 of the Registration statement on Form 10 of the
Registrant (File No. 001-31763).
|
10.4
|
Euro
80,000,000 Facility Agreement, dated June 25, 2002, among Kronos Titan
GmbH & Co. OHG, Kronos Europe S.A./N.V., Kronos Titan A/S and Titania
A/S, as borrowers, Kronos Titan GmbH & Co. OHG, Kronos Europe
S.A./N.V. and Kronos Norge AS, as guarantors, Kronos Denmark ApS, as
security provider, Deutsche Bank AG, as mandated lead arranger, Deutsche
Bank Luxembourg S.A., as agent and security agent, and KBC Bank NV, as
fronting bank, and the financial institutions listed in Schedule 1
thereto, as lenders - incorporated by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q of NL Industries, Inc. for the quarter ended
June 30, 2002.
|
10.5
|
First
Amendment Agreement, dated September 3, 2004, Relating to a Facility
Agreement dated June 25, 2002 among Kronos Titan GmbH, Kronos Europe
S.A./N.V., Kronos Titan AS and Titania A/S, as borrowers, Kronos Titan
GmbH, Kronos Europe S.A./N.V. and Kronos Norge AS, as guarantors, Kronos
Denmark ApS, as security provider, with Deutsche Bank Luxembourg S.A.,
acting as agent – incorporated by reference to Exhibit 10.1 of the Current
Report on Form 8-K of the Registrant dated November 17, 2004 (File No.
333-119639).
|
10.6
|
Second
Amendment Agreement Relating to a Facility Agreement dated June 25, 2002
executed as of June 14, 2005 by and among Deutsche Bank AG, as mandated
lead arranger, Deutsche Bank Luxembourg S.A. as agent, the participating
lenders, Kronos Titan GmbH, Kronos Europe S.A./N.V, Kronos Titan AS,
Kronos Norge AS, Titania AS and Kronos Denmark ApS – incorporated by
reference to Exhibit 10.1 of Kronos International, Inc.s’ Form 8-K dated
June 14, 2005. Certain schedules, exhibits, annexes and similar
attachments to this Exhibit 10.9 have not been filed; upon request, the
Reporting Persons will furnish supplementally to the Commission a copy of
any omitted exhibit, annex or
attachment.
|
10.7
|
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 to the Annual Report on Form 10-K of NL
Industries, Inc. for the year ended December 31,
1985.
|
10.8
|
Master
Technology Exchange Agreement, dated as of October 18, 1993, among Kronos
Worldwide, Inc. (f/k/a Kronos, Inc.), Kronos Louisiana, Inc., Kronos
International, Inc., Tioxide Group Limited and Tioxide Group Services
Limited - incorporated by reference to Exhibit 10.8 to the Quarterly
Report on Form 10-Q of NL Industries, Inc. for the quarter ended September
30, 1993.
|
10.9
|
Form
of Assignment and Assumption Agreement, dated as of January 1, 1999,
between Kronos Inc. (formerly known as Kronos (USA), Inc.) and Kronos
International, Inc. - incorporated by reference to Exhibit 10.9 to Kronos
International, Inc.'s Registration Statement on Form S-4 (File No.
333-100047).
|
10.10
|
Form
of Cross License Agreement, effective as of January 1, 1999, between
Kronos Inc. (formerly known as Kronos (USA), Inc.) and Kronos
International, Inc. - incorporated by reference to Exhibit to Kronos
International, Inc.'s Registration Statement on Form S-4 (File No.
333-100047).
|
10.11
|
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 to NL Industries, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended September 30,
1993.
|
10.12
|
Joint
Venture Agreement dated as of October 18, 1993 between Tioxide Americas
Inc. and Kronos Louisiana, Inc. - incorporated by reference to Exhibit
10.3 to NL Industries, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended September 30, 1993.
|
10.13
|
Kronos
Offtake Agreement dated as of October 18, 1993 between Kronos Louisiana,
Inc. and Louisiana Pigment Company, L.P. - incorporated by reference to
Exhibit 10.4 to NL Industries, Inc.'s Quarterly Report on Form 10-Q for
the quarter ended September 30,
1993.
|
10.14
|
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 to NL Industries, Inc.'s Annual Report on
Form 10-K for the year ended December 31,
1995.
|
10.15
|
Tioxide
Americas Offtake Agreement dated as of October 18, 1993 between Tioxide
Americas Inc. and Louisiana Pigment Company, L.P. - incorporated by
reference to Exhibit 10.5 to NL Industries, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended September 30,
1993.
|
10.16
|
Amendment
No. 1 to Tioxide Americas Offtake Agreement dated as of December 20, 1995
between Tioxide Americas Inc. and Louisiana Pigment Company, L.P. -
incorporated by reference to Exhibit 10.24 to NL Industries, Inc.'s Annual
Report on Form 10-K for the year ended December 31,
1995.
|
10.17
|
TCI/KCI
Output Purchase Agreement dated as of October 18, 1993 between Tioxide
Canada Inc. and Kronos Canada, Inc. - incorporated by reference to Exhibit
10.6 to NL Industries, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended September 30, 1993.
|
10.18
|
TAI/KLA
Output Purchase Agreement dated as of October 18, 1993 between Tioxide
Americas Inc. and Kronos Louisiana, Inc. - incorporated by reference to
Exhibit 10.7 to NL Industries, Inc.'s Quarterly Report on Form 10-Q for
the quarter ended September 30,
1993.
|
10.19
|
Parents'
Undertaking dated as of October 18, 1993 between ICI American Holdings
Inc. and Kronos Worldwide, Inc. (f/k/a Kronos, Inc.) - incorporated by
reference to Exhibit 10.9 to NL Industries, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended September 30,
1993.
|
10.20
|
Allocation
Agreement dated as of October 18, 1993 between Tioxide Americas Inc., ICI
American Holdings, Inc., Kronos Worldwide, Inc. (f/k/a Kronos, Inc.) and
Kronos Louisiana, Inc. - incorporated by reference to Exhibit 10.10 to NL
Industries, Inc.'s Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993.
|
10.21
|
Insurance
sharing agreement dated October 30, 2003 by and among CompX International
Inc., Contran Corporation, Keystone Consolidated Industries, Inc.,
Titanium Metals Corp., Valhi, Inc., NL Industries, Inc. and Kronos
Worldwide, Inc. – incorporated by reference to Exhibit 10.48 to NL
Industries, Inc.’s Annual Report on Form 10-K for the year ended December
31, 2003.
|
10.22*
|
Summary
of Consulting Arrangement beginning on August 1, 2003, as amended January
14, 2008 between Lawrence A. Wigdor and Kronos Worldwide, Inc. -
incorporated by reference to Item 1.01 to the Registrant’s Current Report
on Form 8-K filed with the U.S. Securities and Exchange commission on
January 18, 2008.
|
21.1
|
Subsidiaries.
|
23.1
|
Consent
of PricewaterhouseCoopers LLP.
|
31.1
|
Certification.
|
31.2
|
Certification.
|
32.1
|
Certification.
|
Kronos Worldwide, Inc.
|
(Registrant)
|
By:/s/ Harold C.
Simmons
|
Harold
C. Simmons
|
March
12, 2008
|
(Chairman
of the Board and Chief Executive
Officer)
|
/s/ Steven L.
Watson
|
|
Harold
C. Simmons, March 12, 2008
|
Steven
L. Watson, March 12, 2008
|
(Chairman
of the Board and Chief
|
(Director)
|
Executive
Officer)
|
|
/s/ George E.
Poston
|
/s/ Glenn R.
Simmons
|
George
E. Poston, March 12, 2008
|
Glenn
R. Simmons, March 12, 2008
|
(Director)
|
(Director)
|
/s/ C. H. Moore,
Jr.
|
/s/ Keith R.
Coogan
|
C.
H. Moore, Jr., March 12, 2008
|
Keith
R. Coogan, March 12, 2008
|
(Director)
|
(Director)
|
/s/ R. Gerald
Turner
|
/s/ Gregory M.
Swalwell
|
R.
Gerald Turner, March 12, 2008
|
Gregory
M. Swalwell, March 12, 2008
|
(Director)
|
(Vice
President, Chief Financial
Officer,
Principal Financial
Officer)
|
/s/ Tim C.
Hafer
|
|
Tim
C. Hafer, March 12, 2008
|
|
(Vice
President, Controller,
Principal
Accounting Officer)
|
Financial
Statements
|
Page
|
Report
of Independent Registered Public Accounting Firm
|
F-2
|
Consolidated
Balance Sheets - December 31, 2006 and 2007;
|
F-4
|
Consolidated
Statements of Operations -
|
|
Year
ended December 31, 2005, 2006 and 2007
|
F-6
|
Consolidated
Statements of Comprehensive Income (Loss) -
|
|
Year
ended December 31, 2005, 2006 and 2007
|
F-7
|
Consolidated
Statements of Stockholders' Equity -
|
|
Year
ended December 31, 2005, 2006 and 2007
|
F-8
|
Consolidated
Statements of Cash Flows -
|
|
Year
ended December 31, 2005, 2006 and 2007
|
F-9
|
Notes
to Consolidated Financial Statements
|
F-11
|
Financial
Statement Schedule
|
|
Schedule
I – Condensed Financial Information of Registrant
|
S-1
|
Schedules
II, III and IV are omitted because they are not applicable or the required
amounts are either not material or are presented in the Notes to the
Consolidated Financial Statements.
|
ASSETS
|
December 31,
|
|||||||
2006
|
2007
|
|||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 63.3 | $ | 72.2 | ||||
Restricted
cash
|
1.5 | 1.8 | ||||||
Accounts
and other receivables
|
203.6 | 224.4 | ||||||
Receivable
from affiliates
|
.2 | 2.9 | ||||||
Inventories
|
286.5 | 312.8 | ||||||
Prepaid
expenses
|
5.7 | 6.0 | ||||||
Deferred
income taxes
|
2.1 | 1.6 | ||||||
Total
current assets
|
562.9 | 621.7 | ||||||
Other
assets:
|
||||||||
Investment
in TiO2
manufacturing joint venture
|
113.6 | 118.5 | ||||||
Deferred
income taxes
|
264.4 | 168.8 | ||||||
Other
|
18.6 | 19.5 | ||||||
Total
other assets
|
396.6 | 306.8 | ||||||
Property
and equipment:
|
||||||||
Land
|
35.7 | 39.7 | ||||||
Buildings
|
203.2 | 232.6 | ||||||
Equipment
|
884.7 | 1,009.8 | ||||||
Mining
properties
|
82.1 | 89.7 | ||||||
Construction
in progress
|
17.9 | 45.6 | ||||||
1,223.6 | 1,417.4 | |||||||
Less
accumulated depreciation and amortization
|
761.6 | 890.9 | ||||||
Net
property and equipment
|
462.0 | 526.5 | ||||||
Total
assets
|
$ | 1,421.5 | $ | 1,455.0 |
LIABILITIES AND STOCKHOLDERS'
EQUITY
|
December 31,
|
|||||||
2006
|
2007
|
|||||||
Current
liabilities:
|
||||||||
Current
maturities of long-term debt
|
$ | .9 | $ | 16.2 | ||||
Accounts
payable and accrued liabilities
|
155.3 | 184.1 | ||||||
Payable
to affiliates
|
10.8 | 11.3 | ||||||
Income
taxes
|
10.3 | 9.6 | ||||||
Deferred
income taxes
|
2.2 | 3.3 | ||||||
Total
current liabilities
|
179.5 | 224.5 | ||||||
Noncurrent
liabilities:
|
||||||||
Long-term
debt
|
535.3 | 590.0 | ||||||
Deferred
income taxes
|
47.3 | 48.2 | ||||||
Accrued
pension cost
|
185.9 | 138.3 | ||||||
Accrued
postretirement benefits cost
|
9.8 | 11.6 | ||||||
Other
|
15.3 | 31.4 | ||||||
Total
noncurrent liabilities
|
793.6 | 819.5 | ||||||
Stockholders'
equity:
|
||||||||
Common
stock, $.01 par value; 60.0 shares authorized; 48.9 shares
issued
|
.5 | .5 | ||||||
Additional
paid-in capital
|
1,061.6 | 1,061.7 | ||||||
Retained
deficit
|
(406.3 | ) | (527.9 | ) | ||||
Accumulated
other comprehensive income (loss):
|
||||||||
Currency
translation
|
(81.3 | ) | (46.5 | ) | ||||
Defined
benefit pension plans
|
(126.2 | ) | (77.1 | ) | ||||
Postretirement
benefit (OPEB) plans
|
.1 | .3 | ||||||
Total
stockholders' equity
|
448.4 | 411.0 | ||||||
Total
liabilities and stockholders’ equity
|
$ | 1,421.5 | $ | 1,455.0 | ||||
Years ended December 31,
|
||||||||||||
2005
|
2006
|
2007
|
||||||||||
Net
sales
|
$ | 1,196.7 | $ | 1,279.4 | $ | 1,310.3 | ||||||
Cost
of sales
|
869.2 | 968.9 | 1,058.9 | |||||||||
Gross
margin
|
327.5 | 310.5 | 251.4 | |||||||||
Selling,
general and administrative expense
|
150.7 | 158.1 | 162.1 | |||||||||
Other
operating income (expense):
|
||||||||||||
Currency
transaction gains (losses), net
|
5.2 | (3.6 | ) | .2 | ||||||||
Disposition
of property and equipment
|
(1.5 | ) | (1.9 | ) | (.8 | ) | ||||||
Other
income
|
.6 | 2.2 | 1.4 | |||||||||
Corporate
expense
|
(5.0 | ) | (5.8 | ) | (5.1 | ) | ||||||
Other
expense
|
(.1 | ) | (.1 | ) | (.1 | ) | ||||||
Income
from operations
|
176.0 | 143.2 | 84.9 | |||||||||
Other
income (expense):
|
||||||||||||
Trade
interest income
|
1.2 | 2.3 | 2.2 | |||||||||
Other
interest income
|
1.0 | 1.3 | .3 | |||||||||
Securities
transaction gain
|
5.4 | - | - | |||||||||
Loss
on prepayment of debt
|
- | (22.3 | ) | - | ||||||||
Interest
expense
|
(44.7 | ) | (43.2 | ) | (39.4 | ) | ||||||
Income
before income taxes
|
138.9 | 81.3 | 48.0 | |||||||||
Provision
(benefit) for income taxes
|
67.4 | (.7 | ) | 114.7 | ||||||||
Net
income (loss)
|
$ | 71.5 | $ | 82.0 | $ | (66.7 | ) | |||||
Net
income (loss) per basic and diluted
share
|
$ | 1.46 | $ | 1.67 | $ | (1.36 | ) | |||||
Basic
and diluted weighted average shares used in the calculation of net income
(loss) per share
|
49.0 | 49.0 | 49.0 |
Years ended December 31,
|
||||||||||||
2005
|
2006
|
2007
|
||||||||||
Net
income (loss)
|
$ | 71.5 | $ | 82.0 | $ | (66.7 | ) | |||||
Other
comprehensive income (loss), net of tax:
|
||||||||||||
Currency
translation
|
(26.9 | ) | 33.1 | 34.8 | ||||||||
Pension
plans:
|
||||||||||||
Amortization
of prior service cost, net transition obligation and net losses included
in periodic pension cost
|
- | - | 6.2 | |||||||||
Net
actuarial gain arising during year
|
- | - | 41.2 | |||||||||
Minimum
pension liability change
|
(57.1 | ) | 7.1 | - | ||||||||
(57.1 | ) | 7.1 | 47.4 | |||||||||
OPEB
plans:
|
||||||||||||
Amortization
of prior service credit and net losses included in periodic OPEB
cost
|
- | - | .1 | |||||||||
Net
actuarial gain arising during year
|
- | - | .1 | |||||||||
- | - | .2 | ||||||||||
Total
other comprehensive income (loss)
|
(84.0 | ) | 40.2 | 82.4 | ||||||||
Comprehensive
income (loss)
|
$ | (12.5 | ) | $ | 122.2 | $ | 15.7 |
Accumulated
other
|
||||||||||||||||||||||||||||
comprehensive
|
||||||||||||||||||||||||||||
Additional
|
Retained
|
income (loss)
|
||||||||||||||||||||||||||
Common
|
paid-in
|
earnings
|
Currency
|
Pension
|
OPEB
|
|||||||||||||||||||||||
stock
|
capital
|
(deficit)
|
translation
|
plans
|
plans
|
Total
|
||||||||||||||||||||||
Balance
at December 31, 2004
|
$ | .5 | $ | 1,060.6 | $ | (461.8 | ) | $ | (87.5 | ) | $ | (38.7 | ) | $ | - | $ | 473.1 | |||||||||||
Net
income
|
- | - | 71.5 | - | - | - | 71.5 | |||||||||||||||||||||
Other
comprehensive loss, net of tax
|
- | - | - | (26.9 | ) | (57.1 | ) | - | (84.0 | ) | ||||||||||||||||||
Issuance
of common stock
|
- | .1 | - | - | - | - | .1 | |||||||||||||||||||||
Cash
dividends declared - $1.00 per share
|
- | - | (49.0 | ) | - | - | - | (49.0 | ) | |||||||||||||||||||
Other
|
- | .8 | - | - | - | - | .8 | |||||||||||||||||||||
Balance
at December 31, 2005
|
.5 | 1,061.5 | (439.3 | ) | (114.4 | ) | (95.8 | ) | - | 412.5 | ||||||||||||||||||
Net
income
|
- | - | 82.0 | - | - | - | 82.0 | |||||||||||||||||||||
Other
comprehensive income, net of tax
|
- | - | - | 33.1 | 7.1 | - | 40.2 | |||||||||||||||||||||
Issuance
of common stock
|
- | .1 | - | - | - | - | .1 | |||||||||||||||||||||
Cash
dividends declared - $1.00 per share
|
- | - | (49.0 | ) | - | - | - | (49.0 | ) | |||||||||||||||||||
Change
in accounting – asset and liability
recognition
provisions of SFAS No. 158
|
- | - | - | - | (37.5 | ) | .1 | (37.4 | ) | |||||||||||||||||||
Balance
at December 31, 2006
|
.5 | 1,061.6 | (406.3 | ) | (81.3 | ) | (126.2 | ) | .1 | 448.4 | ||||||||||||||||||
Net
loss
|
- | - | (66.7 | ) | - | - | - | (66.7 | ) | |||||||||||||||||||
Other
comprehensive income, net of tax
|
- | - | - | 34.8 | 47.4 | .2 | 82.4 | |||||||||||||||||||||
Issuance
of common stock
|
- | .1 | - | - | - | - | .1 | |||||||||||||||||||||
Cash
dividends declared - $1.00 per share
|
- | - | (49.0 | ) | - | - | - | (49.0 | ) | |||||||||||||||||||
Change
in accounting:
|
||||||||||||||||||||||||||||
FIN
48
|
- | - | (2.2 | ) | - | - | - | (2.2 | ) | |||||||||||||||||||
SFAS
No. 158 - measurement date provisions
|
- | - | (3.7 | ) | - | 1.7 | - | (2.0 | ) | |||||||||||||||||||
Balance
at December 31, 2007
|
$ | .5 | $ | 1,061.7 | $ | (527.9 | ) | $ | (46.5 | ) | $ | (77.1 | ) | $ | .3 | $ | 411.0 |
Years ended December 31,
|
||||||||||||
2005
|
2006
|
2007
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
income (loss)
|
$ | 71.5 | $ | 82.0 | $ | (66.7 | ) | |||||
Depreciation
and amortization
|
43.5 | 44.3 | 48.9 | |||||||||
Loss
on prepayment of debt
|
- | 22.3 | - | |||||||||
Call
premium paid
|
- | (20.9 | ) | - | ||||||||
Deferred
income taxes
|
26.8 | (28.2 | ) | 104.8 | ||||||||
Securities
transaction gain
|
(5.4 | ) | - | - | ||||||||
Benefit
plan expense greater (less) than cash funding:
|
||||||||||||
Defined
benefit pension plans
|
(5.3 | ) | (.9 | ) | 2.1 | |||||||
Other
postretirement benefit plans
|
(1.3 | ) | - | .4 | ||||||||
Distributions
from (to) TiO2
manufacturing joint venture, net
|
4.9 | 2.3 | (4.9 | ) | ||||||||
Other,
net
|
2.3 | 3.1 | 3.4 | |||||||||
Change
in assets and liabilities:
|
||||||||||||
Accounts
and other receivable
|
(13.9 | ) | 1.8 | 6.0 | ||||||||
Inventories
|
(47.9 | ) | (6.1 | ) | 5.7 | |||||||
Prepaid
expenses
|
(.2 | ) | (1.2 | ) | .6 | |||||||
Accounts
payable and accrued liabilities
|
13.4 | (5.8 | ) | 2.6 | ||||||||
Income
taxes
|
10.3 | (21.5 | ) | (8.5 | ) | |||||||
Accounts
with affiliates
|
1.2 | (1.0 | ) | (2.0 | ) | |||||||
Other
noncurrent assets
|
.5 | .2 | .2 | |||||||||
Other
noncurrent liabilities
|
(2.6 | ) | 1.5 | (2.6 | ) | |||||||
Net
cash provided by operating activities
|
97.8 | 71.9 | 90.0 | |||||||||
Cash
flows from investing activities:
|
||||||||||||
Capital
expenditures
|
(43.4 | ) | (50.9 | ) | (47.3 | ) | ||||||
Change
in restricted cash equivalents
|
.1 | - | (.1 | ) | ||||||||
Proceeds
from disposal of interest in Norwegian smelting operation
|
3.6 | - | - | |||||||||
Net
cash used by investing activities
|
(39.7 | ) | (50.9 | ) | (47.4 | ) |
Years ended December 31,
|
||||||||||||
2005
|
2006
|
2007
|
||||||||||
Cash
flows from financing activities:
|
||||||||||||
Indebtedness:
|
||||||||||||
Borrowings
|
$ | 51.9 | $ | 772.7 | $ | 330.9 | ||||||
Principal
payments
|
(49.0 | ) | (749.9 | ) | (321.7 | ) | ||||||
Deferred
financing fees
|
- | (8.8 | ) | - | ||||||||
Dividends
paid
|
(49.0 | ) | (49.0 | ) | (49.0 | ) | ||||||
Other,
net
|
1.3 | - | - | |||||||||
Net
cash used by financing activities
|
(44.8 | ) | (35.0 | ) | (39.8 | ) | ||||||
Cash
and cash equivalents - net change from:
|
||||||||||||
Operating,
investing and financing activities
|
13.3 | (14.0 | ) | 2.8 | ||||||||
Currency
translation
|
(2.1 | ) | 5.3 | 6.1 | ||||||||
11.2 | (8.7 | ) | 8.9 | |||||||||
Balance
at beginning of year
|
60.8 | 72.0 | 63.3 | |||||||||
Balance
at end of year
|
$ | 72.0 | $ | 63.3 | $ | 72.2 | ||||||
Supplemental
disclosures –
Cash
paid for:
|
||||||||||||
Interest
|
$ | 41.3 | $ | 33.9 | $ | 38.4 | ||||||
Income
taxes
|
30.0 | 44.3 | 23.5 | |||||||||
Accrual
for capital expenditures
|
- | - | 9.0 | |||||||||
Inventories
received as partial consideration for disposal of interest in Norwegian
smelting operation
|
$ | 1.9 | $ | - | $ | - |
Years ended December
31, __
|
||||||||||||
2005
|
2006
|
2007
|
||||||||||
(In
millions)
|
||||||||||||
Geographic
areas
|
||||||||||||
Net
sales – point of origin:
|
||||||||||||
Germany
|
$ | 613.1 | $ | 672.0 | $ | 700.6 | ||||||
United
States
|
495.5 | 527.7 | 515.8 | |||||||||
Belgium
|
186.9 | 192.8 | 209.7 | |||||||||
Canada
|
202.1 | 212.8 | 208.0 | |||||||||
Norway
|
160.5 | 173.5 | 184.3 | |||||||||
Eliminations
|
(461.4 | ) | (499.4 | ) | (508.1 | ) | ||||||
Total
|
$ | 1,196.7 | $ | 1,279.4 | $ | 1,310.3 | ||||||
Net
sales – point of destination:
|
||||||||||||
Europe
|
$ | 690.9 | $ | 730.6 | $ | 809.6 | ||||||
North
America
|
404.9 | 424.1 | 374.7 | |||||||||
Other
|
100.9 | 124.7 | 126.0 | |||||||||
Total
|
$ | 1,196.7 | $ | 1,279.4 | $ | 1,310.3 |
December 31,
|
||||||||
2006
|
2007
|
|||||||
(In
millions)
|
||||||||
Identifiable
assets -
|
||||||||
net
property and equipment:
|
||||||||
Germany
|
$ | 262.5 | $ | 291.0 | ||||
Belgium
|
64.0 | 70.5 | ||||||
Norway
|
68.8 | 89.0 | ||||||
Canada
|
63.7 | 72.5 | ||||||
Other
|
3.0 | 3.5 | ||||||
Total
|
$ | 462.0 | $ | 526.5 |
December 31,
|
||||||||
2006
|
2007
|
|||||||
(In
millions)
|
||||||||
Trade
receivables
|
$ | 183.0 | $ | 189.9 | ||||
Recoverable
VAT and other receivables
|
20.5 | 28.7 | ||||||
Refundable
income taxes
|
1.6 | 7.5 | ||||||
Allowance
for doubtful accounts
|
(1.5 | ) | (1.7 | ) | ||||
Total
|
$ | 203.6 | $ | 224.4 |
December 31,
|
||||||||
2006
|
2007
|
|||||||
(In
millions)
|
||||||||
Raw
materials
|
$ | 46.1 | $ | 66.2 | ||||
Work
in process
|
25.6 | 19.9 | ||||||
Finished
products
|
167.7 | 170.9 | ||||||
Supplies
|
47.1 | 55.8 | ||||||
Total
|
$ | 286.5 | $ | 312.8 |
December 31,
|
||||||||
2006
|
2007
|
|||||||
(In
millions)
|
||||||||
Deferred
financing costs, net
|
$ | 9.1 | $ | 8.3 | ||||
Pension
asset
|
5.6 | 7.2 | ||||||
Restricted
marketable debt securities
|
2.8 | 3.2 | ||||||
Other
|
1.1 | .8 | ||||||
Total
|
$ | 18.6 | $ | 19.5 |
_____December 31,_____
|
|||||||||
2006
|
2007
|
||||||||
(In
millions)
|
|||||||||
ASSETS
|
|||||||||
Current
assets
|
$ | 56.2 | $ | 68.3 | |||||
Property
and equipment, net
|
192.6 | 195.2 | |||||||
Total
assets
|
$ | 248.8 | $ | 263.5 | |||||
LIABILITIES
AND PARTNERS’ EQUITY
|
|||||||||
Other
liabilities, primarily current
|
$ | 18.8 | $ | 23.8 | |||||
Partners’
equity
|
230.0 | 239.7 | |||||||
Total
liabilities and partners’ equity
|
$ | 248.8 | $ | 263.5 |
Years ended December 31,
|
||||||||||||
2005
|
2006
|
2007
|
||||||||||
(In
millions)
|
||||||||||||
Revenues
and other income:
|
||||||||||||
Kronos
|
$ | 109.4 | $ | 124.2 | $ | 124.6 | ||||||
Tioxide
|
110.4 | 125.2 | 125.0 | |||||||||
Interest
|
.2 | .4 | .5 | |||||||||
220.0 | 249.8 | 250.1 | ||||||||||
Cost
and expenses:
|
||||||||||||
Cost
of sales
|
219.6 | 249.3 | 249.6 | |||||||||
General
and administrative
|
.4 | .5 | .5 | |||||||||
220.0 | 249.8 | 250.1 | ||||||||||
Net
income
|
$ | - | $ | - | $ | - |
December 31,
|
||||||||
2006
|
2007
|
|||||||
(In
millions)
|
||||||||
Accounts
payable
|
$ | 88.8 | $ | 105.7 | ||||
Employee
benefits
|
25.7 | 26.5 | ||||||
Accrued
sales discounts and rebates
|
8.5 | 15.2 | ||||||
Accrued
interest
|
7.5 | 8.2 | ||||||
Other
|
24.8 | 28.5 | ||||||
Total
|
$ | 155.3 | $ | 184.1 |
December 31,
|
||||||||
2006
|
2007
|
|||||||
(In
millions)
|
||||||||
Kronos
International, Inc. 6.5% Senior Secured Notes
|
$ | 525.0 | $ | 585.5 | ||||
Revolving
credit facility:
|
||||||||
Kronos
U.S. subsidiaries
|
6.5 | 15.4 | ||||||
Other
|
4.7 | 5.3 | ||||||
Total
debt
|
536.2 | 606.2 | ||||||
Less
current maturities
|
.9 | 16.2 | ||||||
Total
long-term debt
|
$ | 535.3 | $ | 590.0 |
Years ending December 31,
|
_____Amount____
|
|||
(In
millions)
|
||||
2008
|
$ | 16.2 | ||
2009
|
1.0 | |||
2010
|
1.1 | |||
2011
|
1.1 | |||
2012
|
1.2 | |||
2013
and thereafter
|
585.6 | |||
Total
|
$ | 606.2 |
Years ended December 31,
|
||||||||||||
2005
|
2006
|
2007
|
||||||||||
(In
millions)
|
||||||||||||
Pre-tax
income:
|
||||||||||||
U.S.
|
$ | 13.0 | $ | 9.4 | $ | .6 | ||||||
Non-U.S.
|
125.8 | 71.9 | 47.4 | |||||||||
Total
|
$ | 138.8 | $ | 81.3 | $ | 48.0 | ||||||
Expected
tax expense, at U.S. federal statutory income tax rate of
35%
|
$ | 48.6 | $ | 28.5 | $ | 16.8 | ||||||
Non-U.S.
tax rates
|
.3 | (1.6 | ) | .3 | ||||||||
German
tax attribute adjustment
|
17.5 | (21.7 | ) | 8.7 | ||||||||
Incremental
U.S. tax and rate differences on equity in earnings of non-tax group
companies
|
.2 | 2.3 | (1.7 | ) | ||||||||
Nondeductible
expenses
|
4.6 | 4.4 | 2.9 | |||||||||
U.S.
state income taxes, net
|
4.3 | 1.1 | (.5 | ) | ||||||||
Tax
contingency reserve adjustment, net
|
(11.5 | ) | (10.7 | ) | (2.0 | ) | ||||||
Foreign
tax rate changes
|
.9 | (1.1 | ) | 91.0 | ||||||||
Assessment
(refund) of prior year income taxes
|
2.3 | (1.4 | ) | (.9 | ) | |||||||
Other,
net
|
.2 | (.5 | ) | .1 | ||||||||
Provision
for income taxes (benefit)
|
$ | 67.4 | $ | (.7 | ) | $ | 114.7 |
Years ended December 31,
|
||||||||||||
2005
|
2006
|
2007
|
||||||||||
(In
millions)
|
||||||||||||
Components
of income tax expense (benefit):
|
||||||||||||
Currently
payable (refundable):
|
||||||||||||
U.S.
federal and state
|
$ | 8.2 | $ | 5.5 | $ | (1.2 | ) | |||||
Non-U.S.
|
32.4 | 22.0 | 10.9 | |||||||||
40.6 | 27.5 | 9.7 | ||||||||||
Deferred
income taxes (benefit):
|
||||||||||||
U.S.
federal and state
|
(1.0 | ) | .4 | (1.5 | ) | |||||||
Non-U.S.
|
27.8 | (28.6 | ) | 106.5 | ||||||||
26.8 | (28.2 | ) | 105.0 | |||||||||
Provision
for income taxes (benefit)
|
$ | 67.4 | $ | (.7 | ) | $ | 114.7 | |||||
Comprehensive
provision for income taxes allocable to:
|
||||||||||||
Net
income
|
$ | 67.4 | $ | (.7 | ) | $ | 114.7 | |||||
Other
comprehensive income -
|
||||||||||||
Pension
plans
|
(33.8 | ) | 7.1 | 28.5 | ||||||||
OPEB
|
- | - | .1 | |||||||||
Adoption
of SFAS No. 158:
|
||||||||||||
Pension
plans
|
- | (20.0 | ) | (1.2 | ) | |||||||
OPEB
|
- | .3 | - | |||||||||
Total
|
$ | 33.6 | $ | (13.3 | ) | $ | 142.1 |
December 31,
|
||||||||||||||||
2006
|
2007
|
|||||||||||||||
Assets
|
Liabilities
|
Assets
|
Liabilities
|
|||||||||||||
(In
millions)
|
||||||||||||||||
Tax
effect of temporary differences related to:
|
||||||||||||||||
Inventories
|
$ | 2.5 | $ | (2.4 | ) | $ | .6 | $ | (3.0 | ) | ||||||
Property
and equipment
|
19.4 | (55.9 | ) | .1 | (58.8 | ) | ||||||||||
Accrued
postretirement benefits other than pension (“OPEB”) costs
|
2.9 | - | 3.6 | - | ||||||||||||
Pension
asset
|
- | (37.6 | ) | - | (31.5 | ) | ||||||||||
Accrued
pension cost
|
68.5 | - | 37.4 | - | ||||||||||||
Other
accrued liabilities and deductible differences
|
25.5 | - | 23.5 | - | ||||||||||||
Other
taxable differences
|
- | (20.3 | ) | - | (5.2 | ) | ||||||||||
Tax
on unremitted earnings of non-U.S. subsidiaries
|
- | (4.9 | ) | - | (3.5 | ) | ||||||||||
Tax
loss and tax credit carryforwards
|
219.3 | - | 158.7 | - | ||||||||||||
Valuation
allowance
|
- | - | (3.0 | ) | - | |||||||||||
Adjusted
gross deferred tax assets (liabilities)
|
338.1 | (121.1 | ) | 220.9 | (102.0 | ) | ||||||||||
Netting
of items by tax jurisdiction
|
(71.6 | ) | 71.6 | (50.5 | ) | 50.5 | ||||||||||
266.5 | (49.5 | ) | 170.4 | (51.5 | ) | |||||||||||
Less
net current deferred tax asset (liability)
|
2.1 | (2.2 | ) | 1.6 | (3.3 | ) | ||||||||||
Net
noncurrent deferred tax asset (liability)
|
$ | 264.4 | $ | (47.3 | ) | $ | 168.8 | $ | (48.2 | ) |
Years ended December 31,
|
|||
2005
|
2006
|
2007
|
|
(In
millions)
|
|||
Increase
in valuation allowance:
|
|||
Offset
to the change in gross deferred income tax assets due to redeterminations
of certain tax attributes
|
$ -
|
$ -
|
$ 3.0
|
·
|
We
previously received a preliminary tax assessment related to 1993 from the
Belgian tax authorities proposing tax deficiencies, including related
interest, of approximately euro 6 million. The Belgian tax
authorities filed a lien on the fixed assets of our Belgian TiO2
operations in connection with their assessment. This lien did not
interfere with on-going operations at the facility. We filed a protest to
this assessment, and in July 2006 the Belgian tax authorities withdrew the
assessment. The lien was subsequently
released.
|
·
|
The
Norwegian tax authorities previously notified us of their intent to assess
tax deficiencies of approximately kroner 12 million relating to the years
1998 through 2000. We objected to this proposed assessment, and
in May 2006 the Norwegian tax authorities withdrew the
assessment.
|
Years ending December 31,
|
Amount
|
|||
(In
millions)
|
||||
2008
|
$ | 23.3 | ||
2009
|
22.2 | |||
2010
|
20.9 | |||
2011
|
21.9 | |||
2012
|
24.4 | |||
Next
5 years
|
123.6 |
Years ended December 31,
|
||||||||
2006
|
2007
|
|||||||
(In
millions)
|
||||||||
Change
in projected benefit obligations (“PBO”):
|
||||||||
Benefit
obligations at beginning of the year
|
$ | 429.6 | $ | 460.1 | ||||
Change
in measurement date,net
|
- | 7.1 | ||||||
Service
cost
|
7.6 | 7.9 | ||||||
Interest
cost
|
19.0 | 22.0 | ||||||
Participant
contributions
|
1.5 | 2.1 | ||||||
Plan
amendments
|
- | 4.4 | ||||||
Actuarial
gains
|
(16.1 | ) | (70.2 | ) | ||||
Change
in foreign currency exchange rates
|
39.2 | 52.8 | ||||||
Benefits
paid
|
(20.7 | ) | (30.7 | ) | ||||
Benefit
obligations at end of the year
|
$ | 460.1 | $ | 455.5 | ||||
Change
in plan assets:
|
||||||||
Fair
value of plan assets at beginning of the year
|
$ | 238.0 | $ | 279.8 | ||||
Change
in measurement date, net
|
- | (2.1 | ) | |||||
Actual
return on plan assets
|
14.3 | 12.6 | ||||||
Employer
contributions
|
26.8 | 27.1 | ||||||
Participant
contributions
|
1.5 | 2.1 | ||||||
Change
in foreign currency exchange rates
|
19.9 | 35.5 | ||||||
Benefits
paid
|
(20.7 | ) | (30.7 | ) | ||||
Fair
value of plan assets at end of year
|
$ | 279.8 | $ | 324.3 | ||||
Funded
status
|
$ | (180.4 | ) | $ | (131.2 | ) | ||
Amounts
recognized in the balance sheet:
|
||||||||
Pension
asset
|
$ | 5.6 | $ | 7.2 | ||||
Accrued
pension costs:
|
||||||||
Current
|
(.1 | ) | (.1 | ) | ||||
Noncurrent
|
(185.9 | ) | (138.3 | ) | ||||
Total
|
$ | (180.4 | ) | $ | (131.2 | ) | ||
Accumulated
other comprehensive loss:
|
||||||||
Actuarial
losses
|
$ | 188.5 | $ | 111.5 | ||||
Prior
service cost
|
7.4 | 6.6 | ||||||
Net
transition obligations
|
4.3 | 3.7 | ||||||
Total
|
$ | 200.2 | $ | 121.8 | ||||
Accumulated
benefit obligations (“ABO”)
|
$ | 400.3 | $ | 384.4 |
Year
Ended
|
||||
December 31, 2007
|
||||
(In
millions)
|
||||
Changes
in plan assets and benefit obligations
recognized
in other comprehensive income (loss):
|
||||
Current
year:
|
||||
Net
actuarial gain
|
$ | 70.4 | ||
Plan
amendment
|
(4.4 | ) | ||
Amortization
of unrecognized:
|
||||
Prior service cost
|
.7 | |||
Net transition obligations
|
.5 | |||
Net
actuarial losses
|
8.5 | |||
Change
in measurement date:
|
||||
Prior service cost
|
.2 | |||
Net transition obligations
|
.1 | |||
Net
actuarial losses
|
2.4 | |||
Total
|
$ | 78.4 |
Years ended December 31,
|
||||||||||||
2005
|
2006
|
2007
|
||||||||||
(In
millions)
|
||||||||||||
Net
periodic pension cost:
|
||||||||||||
Service
cost benefits
|
$ | 7.4 | $ | 7.6 | $ | 7.9 | ||||||
Interest
cost on PBO
|
17.7 | 19.0 | 22.0 | |||||||||
Expected
return on plan assets
|
(15.7 | ) | (15.9 | ) | (17.2 | ) | ||||||
Amortization
of prior service cost
|
.6 | .6 | .7 | |||||||||
Amortization
of net transition obligations
|
.4 | .4 | .5 | |||||||||
Recognized
actuarial losses
|
3.7 | 8.7 | 8.5 | |||||||||
Total
|
$ | 14.1 | $ | 20.4 | $ | 22.4 |
December 31,
|
||||||||
2006
|
2007
|
|||||||
(In
millions)
|
||||||||
PBO
at end of the year:
|
||||||||
U.S.
plans
|
$ | 14.3 | $ | 14.1 | ||||
Non-U.S.
plans
|
445.8 | 441.4 | ||||||
Total
|
$ | 460.1 | $ | 455.5 | ||||
Fair
value of plan assets at end of the year:
|
||||||||
U.S.
plans
|
$ | 19.1 | $ | 20.5 | ||||
Non-U.S.
plans
|
260.7 | 303.8 | ||||||
Total
|
$ | 279.8 | $ | 324.3 | ||||
Plans
for which the ABO exceeds plan assets (all non-U.S.
plans):
|
||||||||
PBO
|
$ | 445.8 | $ | 287.4 | ||||
ABO
|
361.7 | 240.6 | ||||||
Fair
value of plan assets
|
260.7 | 164.4 |
Rate
|
December 31,
|
|||||||
2006
|
2007
|
|||||||
Discount
rate
|
4.7 | % | 5.5 | % | ||||
Increase
in future compensation levels
|
3.0 | % | 3.0 | % |
Rate
|
Years ended December
31,
|
|||||||||||
2005
|
2006
|
2007
|
||||||||||
Discount
rate
|
5.2 | % | 4.3 | % | 4.7 | % | ||||||
Increase
in future compensation levels
|
2.8 | % | 2.8 | % | 3.0 | % | ||||||
Long-term
return on plan assets
|
6.4 | % | 6.1 | % | 6.2 | % |
·
|
In
Germany, the composition of our plan assets is established to satisfy the
requirements of the German insurance
commissioner.
|
·
|
In
Canada, we currently have a plan asset target allocation of 60% to equity
managers and 40% to fixed income managers. We expect the
long-term rate of return for such investments to average approximately 125
basis points above the applicable equity or fixed income
index.
|
·
|
In
Norway, we currently have a plan asset target allocation of 14% to equity
managers, 64% to fixed income managers and the remainder primarily to
liquid investments such as money markets. The expected
long-term rate of return for such investments is approximately
8.5%, 5.0% and 4.5%,
respectively.
|
·
|
In
the U.S., all of the assets were invested in The Combined Master
Retirement Trust (“CMRT”), a collective investment trust sponsored by
Contran to permit the collective investment by certain master trusts which
fund certain employee benefit plans sponsored by Contran and certain of
its affiliates.
|
December 31, 2006
|
||||||||||||||||
CMRT
|
Germany
|
Canada
|
Norway
|
|||||||||||||
Equity
securities and limited
partnerships
|
97 | % | 23 | % | 66 | % | 13 | % | ||||||||
Fixed
income securities
|
2 | 48 | 32 | 64 | ||||||||||||
Real
estate
|
1 | 14 | - | - | ||||||||||||
Cash,
cash equivalents and other
|
- | 15 | 2 | 23 | ||||||||||||
Total
|
100 | % | 100 | % | 100 | % | 100 | % |
December 31, 2007
|
||||||||||||||||
CMRT
|
Germany
|
Canada
|
Norway
|
|||||||||||||
Equity
securities and limited
partnerships
|
98 | % | 28 | % | 60 | % | 18 | % | ||||||||
Fixed
income securities
|
- | 49 | 34 | 68 | ||||||||||||
Real
estate
|
2 | 12 | - | - | ||||||||||||
Cash,
cash equivalents and other
|
- | 11 | 6 | 14 | ||||||||||||
Total
|
100 | % | 100 | % | 100 | % | 100 | % |
Years ending December 31,
|
Amount
|
|||
(In
millions)
|
||||
2008
|
$ | .8 | ||
2009
|
.7 | |||
2010
|
.7 | |||
2011
|
.7 | |||
2012
|
.6 | |||
Next
5 years
|
2.9 |
Years ended December 31,
|
||||||||
2006
|
2007
|
|||||||
(In
millions)
|
||||||||
Change
in accumulated OPEB obligations:
|
||||||||
Obligations
at beginning of the year
|
$ | 11.3 | $ | 10.8 | ||||
Service
cost
|
.3 | .3 | ||||||
Interest
cost
|
.6 | .7 | ||||||
Actuarial
gains
|
(.4 | ) | (.2 | ) | ||||
Plan
amendments
|
- | (.1 | ) | |||||
Change
in foreign currency exchange rates
|
- | 1.3 | ||||||
Benefits
paid from employer contributions
|
(1.0 | ) | (.4 | ) | ||||
Obligations
at end of the year
|
10.8 | 12.4 | ||||||
Fair
value of plan assets
|
- | - | ||||||
Funded
status
|
$ | (10.8 | ) | $ | (12.4 | ) | ||
Amounts
recognized in the balance sheet:
|
||||||||
Current
accrued pension costs
|
$ | (1.0 | ) | $ | (.8 | ) | ||
Noncurrent
accrued pension costs
|
(9.8 | ) | (11.6 | ) | ||||
Total
|
$ | (10.8 | ) | $ | (12.4 | ) | ||
Accumulated
other comprehensive income:
|
||||||||
Net
actuarial losses
|
$ | .6 | $ | .3 | ||||
Prior
service credit
|
(1.0 | ) | (.9 | ) | ||||
Total
|
$ | (.4 | ) | $ | (.6 | ) | ||
Year
Ended
|
||||
December 31, 2007
|
||||
(In
millions)
|
||||
Changes
in benefit obligations recognized in
other
comprehensive income:
|
||||
Current
year:
|
||||
Net
actuarial gain
|
$ | .2 | ||
Plan
amendment
|
.1 | |||
Amortization
of unrecognized:
|
||||
Prior service credit
|
(.2 | ) | ||
Net
actuarial losses
|
.1 | |||
Total
|
$ | .2 |
Years ended December 31,
|
||||||||||||
2005
|
2006
|
2007
|
||||||||||
(In
millions)
|
||||||||||||
Net
periodic OPEB cost (credit):
|
||||||||||||
Service
cost
|
$ | .2 | $ | .3 | $ | .3 | ||||||
Interest
cost
|
.5 | .6 | .7 | |||||||||
Amortization
of prior service credit
|
(.6 | ) | (.2 | ) | (.2 | ) | ||||||
Recognized
actuarial losses
|
.1 | .1 | .1 | |||||||||
Total
|
$ | .2 | $ | .8 | $ | .9 |
2006
|
2007
|
|||||||
Healthcare
inflation:
|
||||||||
Initial
rate
|
7.0 | % | 8.5 | % | ||||
Ultimate
rate
|
5.5 | % | 5.5 | % | ||||
Year
of ultimate rate achievement
|
2010
|
2014
|
||||||
Weighted
average discount rate
|
5.8 | % | 6.2 | % |
1% Increase
|
1% Decrease
|
|||||||
(In
millions)
|
||||||||
Effect
on net OPEB cost during 2007
|
$ | (.2 | ) | $ | .2 | |||
Effect
at December 31, 2007 on
postretirement
obligation
|
(1.7 | ) | 1.4 |
December
31,
2006
|
December
31,
2007
|
|||||||
(In
millions)
|
||||||||
Reserve
for uncertain tax positions
|
$ | - | $ | 14.9 | ||||
Employee
benefits
|
6.9 | 8.2 | ||||||
Insurance
claims and expenses
|
1.9 | 2.3 | ||||||
Other
|
6.5 | 6.0 | ||||||
Total
|
$ | 15.3 | $ | 31.4 |
December 31,
|
||||||||
2006
|
2007
|
|||||||
(In
millions)
|
||||||||
Current
receivables from affiliate:
|
||||||||
Income
taxes receivable from Valhi
|
$ | - | $ | 2.7 | ||||
Other
|
.2 | .2 | ||||||
Total
|
$ | .2 | $ | 2.9 | ||||
Current
payables to affiliates:
|
||||||||
LPC
|
$ | 10.3 | $ | 11.3 | ||||
Income
taxes payable to Valhi
|
.3 | - | ||||||
Other
|
.2 | - | ||||||
Total
|
$ | 10.8 | $ | 11.3 |
Years ending December
31,
|
Amount
|
|||
(In
millions)
|
||||
2008
|
$ | 9.5 | ||
2009
|
6.8 | |||
2010
|
5.1 | |||
2011
|
3.2 | |||
2012
|
2.9 | |||
2013
and thereafter
|
21.6 | |||
Total
|
$ | 49.1 |
Years ended December 31,
|
||||||||||||
2005
|
2006
|
2007
|
||||||||||
(In
millions)
|
||||||||||||
Business
interruption insurance proceeds
|
$ | - | $ | 1.8 | $ | - | ||||||
Other
income
|
.6 | .4 | 1.4 | |||||||||
Total
|
$ | .6 | $ | 2.2 | $ | 1.4 |
December
31,
|
December
31,
|
|||||||||||||||
2006
|
2007
|
|||||||||||||||
Carrying
Amount
|
Fair
Value
|
Carrying
Amount
|
Fair
Value
|
|||||||||||||
(In
millions)
|
||||||||||||||||
Cash,
cash equivalents, restricted cash and noncurrent restricted marketable
debt securities
|
$ | 67.6 | $ | 67.6 | $ | 77.2 | $ | 77.2 | ||||||||
Notes
payable and long-term debt:
|
||||||||||||||||
Fixed
rate with market quotes -
|
||||||||||||||||
6.5%
Senior Secured Notes
|
$ | 525.0 | $ | 512.5 | $ | 585.5 | $ | 507.7 | ||||||||
Revolving
credit facility
|
6.5 | 6.5 | 15.4 | 15.4 | ||||||||||||
Common
stockholders’ equity
|
448.4 | 1,593.9 | 411.0 | 854.3 |
Amount
|
||||
(In
millions)
|
||||
Unrecognized
tax benefits:
|
||||
Amount
at adoption of FIN 48
|
$ | 12.6 | ||
Tax
positions taken in prior periods:
|
||||
Gross
increases
|
- | |||
Gross
decreases
|
(1.9 | ) | ||
Tax
positions taken in current period:
|
||||
Gross
increases
|
2.2 | |||
Gross
decreases
|
- | |||
Settlements
with taxing authorities –
cash
paid
|
(.3 | ) | ||
Lapse
of applicable statute of limitations
|
(1.7 | ) | ||
Change
in foreign currency exchange rates
|
1.0 | |||
Amount
at December 31, 2007
|
$ | 11.9 |
Quarter ended
|
||||||||||||||||
March 31
|
June 30
|
September 30
|
December 31
|
|||||||||||||
(In
millions, except per share data)
|
||||||||||||||||
Year
ended December 31, 2006
|
||||||||||||||||
Net
sales
|
$ | 304.3 | $ | 345.1 | $ | 331.6 | $ | 298.4 | ||||||||
Gross
margin
|
75.8 | 80.9 | 76.4 | 77.4 | ||||||||||||
Net
income
|
15.7 | 12.8 | 12.2 | 41.3 | ||||||||||||
Basic
and diluted earnings per common share
|
$ | .32 | $ | .26 | $ | .25 | $ | .84 | ||||||||
Year
ended December 31, 2007
|
||||||||||||||||
Net
sales
|
$ | 314.0 | $ | 342.6 | $ | 343.3 | $ | 310.4 | ||||||||
Gross
margin
|
70.4 | 63.6 | 66.9 | 50.5 | ||||||||||||
Net
income (loss)
|
12.9 | - | (81.2 | ) | 1.6 | |||||||||||
Basic
and diluted earnings per common share
|
$ | .26 | $ | - | $ | (1.66 | ) | $ | .03 |
December 31,
|
||||||||
2006
|
2007
|
|||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | .1 | $ | - | ||||
Receivables
from subsidiary
|
5.3 | 13.9 | ||||||
Prepaid
expenses
|
.3 | .3 | ||||||
Total
current assets
|
5.7 | 14.2 | ||||||
Other
assets:
|
||||||||
Notes
receivable from subsidiary
|
5.9 | - | ||||||
Investment
in subsidiaries
|
657.5 | 668.6 | ||||||
Other
|
.3 | .5 | ||||||
Total
other assets
|
663.7 | 669.1 | ||||||
Total
assets
|
$ | 669.4 | $ | 683.3 | ||||
Current
liabilities:
|
||||||||
Accounts
payable and accrued liabilities
|
$ | .4 | $ | .1 | ||||
Payable
to affiliate and subsidiary
|
.3 | 28.7 | ||||||
Total
current liabilities
|
.7 | 28.8 | ||||||
Noncurrent
liabilities:
|
||||||||
Notes
payable to subsidiary
|
215.4 | 240.0 | ||||||
Deferred
income taxes
|
4.9 | 3.5 | ||||||
Total
noncurrent liabilities
|
220.3 | 243.5 | ||||||
Stockholders’
equity
|
448.4 | 411.0 | ||||||
Total
liabilities and stockholders’ equity
|
$ | 669.4 | $ | 683.3 |
Years ended December 31,
|
||||||||||||
2005
|
2006
|
2007
|
||||||||||
Revenues
and other income:
|
||||||||||||
Equity
in earnings (loss) of subsidiaries
|
$ | 77.9 | $ | 96.9 | $ | (57.4 | ) | |||||
Interest
income from affiliates
|
2.6 | .6 | .1 | |||||||||
Interest
and dividends
|
.1 | - | - | |||||||||
Other
income
|
1.8 | .8 | 5.6 | |||||||||
Total
revenues and other income
|
82.4 | 98.3 | (51.7 | ) | ||||||||
Costs
and expenses:
|
||||||||||||
General
and administrative
|
2.0 | 2.3 | 2.5 | |||||||||
Intercompany
interest and other
|
18.9 | 18.8 | 20.6 | |||||||||
Other
expense
|
- | .2 | - | |||||||||
Total
costs and expenses
|
20.9 | 21.3 | 23.1 | |||||||||
Income
(loss) before income taxes
|
61.5 | 77.0 | (74.8 | ) | ||||||||
Income
tax benefit
|
10.0 | 5.0 | 8.1 | |||||||||
Net
income (loss)
|
$ | 71.5 | $ | 82.0 | $ | (66.7 | ) | |||||
Years ended December 31,
|
||||||||||||
2005
|
2006
|
2007
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
income (loss)
|
$ | 71.5 | $ | 82.0 | $ | (66.7 | ) | |||||
Cash
distributions from subsidiaries
|
25.5 | 50.1 | 34.9 | |||||||||
Deferred
income taxes
|
(4.3 | ) | 1.9 | (2.1 | ) | |||||||
Equity
in earnings of subsidiaries
|
(77.9 | ) | (96.9 | ) | 57.4 | |||||||
Other,
net
|
(.2 | ) | .4 | (.6 | ) | |||||||
Net
change in assets and liabilities
|
(2.5 | ) | (5.0 | ) | 20.3 | |||||||
Net
cash provided by operating activities
|
12.1 | 32.5 | 43.2 | |||||||||
Cash
flows from investing activities:
|
||||||||||||
Loans
to affiliates
|
- | (32.7 | ) | - | ||||||||
Collections
of loans to affiliates
|
28.0 | 49.4 | 5.9 | |||||||||
Other,
net
|
- | (.3 | ) | (.2 | ) | |||||||
Net
cash provided by investing activities
|
28.0 | 16.4 | 5.7 | |||||||||
Cash
flows from financing activities:
|
||||||||||||
Dividends
paid
|
(49.0 | ) | (49.0 | ) | (49.0 | ) | ||||||
Capital
contributions
|
1.4 | - | - | |||||||||
Net
cash used by financing activities:
|
(47.6 | ) | (49.0 | ) | (49.0 | ) | ||||||
Net
change during the year from operating, investing and financing
activities
|
(7.5 | ) | (.1 | ) | (.1 | ) | ||||||
Balance
at beginning of year
|
7.7 | .2 | .1 | |||||||||
Balance
at end of year
|
$ | .2 | $ | .1 | $ | - | ||||||
December 31,
|
||||||||
2006
|
2007
|
|||||||
(In
millions)
|
||||||||
Current:
|
||||||||
Receivable
from:
|
||||||||
Kronos
Louisiana, Inc. (“KLA”)
|
$ | 1.8 | $ | 9.7 | ||||
Valhi
– income taxes
|
- | 2.7 | ||||||
KLA
– income taxes
|
3.5 | 1.5 | ||||||
Total
|
$ | 5.3 | $ | 13.9 | ||||
Payable
to:
|
||||||||
Kronos
(US), Inc. (“KUS”)
|
$ | - | $ | (28.7 | ) | |||
Valhi
– income taxes
|
(.3 | ) | - | |||||
Total
|
$ | (.3 | ) | $ | (28.7 | ) | ||
Noncurrent:
|
||||||||
Receivable
from KUS
|
$ | 5.9 | $ | - | ||||
Payable
to KII
|
$ | (215.4 | ) | $ | (240.0 | ) |
December 31,
|
||||||||
2006
|
2007
|
|||||||
(In
millions)
|
||||||||
Investment
in:
|
||||||||
KLA
|
$ | 148.4 | $ | 185.0 | ||||
KC
|
88.1 | 92.7 | ||||||
KII
|
421.0 | 390.9 | ||||||
Total
|
$ | 657.5 | $ | 668.6 |
2005
|
2006
|
2007
|
||||||||||
(In
millions)
|
||||||||||||
Equity
in earnings (loss) from continuing operations of
subsidiaries:
|
||||||||||||
KLA
|
$ | 19.7 | $ | 17.5 | $ | 12.1 | ||||||
KC
|
1.4 | 5.0 | (11.8 | ) | ||||||||
KII
|
56.8 | 74.4 | (57.7 | ) | ||||||||
Total
|
$ | 77.9 | $ | 96.9 | $ | (57.4 | ) |
1)
|
I
have reviewed this annual report on Form 10-K of Kronos Worldwide,
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)
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4)
|
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
|
5)
|
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.
|
|
|
1)
|
I
have reviewed this annual report on Form 10-K of Kronos Worldwide,
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)
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4)
|
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
|
5)
|
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.
|
|
|
(1)
|
The
Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934;
and
|
(2)
|
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|
SUBSIDIARIES
OF THE REGISTRANT
|
|||
NAME OF CORPORATION
|
Jurisdiction
of
incorporation
or organization
|
%
of Voting
Securities
Held at December 31,
2007(a)
|
|
Kronos
Canada, Inc.
|
Canada
|
100
|
|
Kronos
International, Inc.
|
Delaware
|
100
|
|
Kronos
Titan GmbH
|
Germany
|
100
|
|
Kronos
Chemie-GmbH
|
Germany
|
100
|
|
Société
Industrielle du Titane, S.A.
|
France
|
99
|
|
Kronos
Limited
|
United
Kingdom
|
100
|
|
Kronos
Denmark ApS
|
Denmark
|
100
|
|
Kronos
Europe S.A./N.V.
|
Belgium
|
100
|
|
Kronos
B.V.
|
Holland
|
100
|
|
Kronos
Norge A/S
|
Norway
|
100
|
|
Kronos
Titan A/S
|
Norway
|
100
|
|
Titania
A/S
|
Norway
|
100
|
|
The
Jossingfjord Manufacturing Company A/S
|
Norway
|
100
|
|
Kronos
Louisiana, Inc.
|
Delaware
|
100
|
|
Kronos
(US) Inc.
|
Delaware
|
100
|
|
Louisiana
Pigment Company, L.P.
|
Delaware
|
50
|
|
(a)Held
by the Registrant or the indicated subsidiary of the
Registrant
|