QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by ~~check mark~~checkmark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer,” smaller reporting company, ~~(as defined~~” and “emerging growth company” in Rule 12b-2 of the ~~Securities Exchange Act of 1934). Large accelerated filer~~ ☐ ~~Accelerated filer~~ ☐ ~~Non-accelerated filer~~ ☒ ~~Smaller reporting company~~ ☐Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer (don’t check if smaller reporting company)	☒	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Number of shares of the Registrant’s common stock outstanding on August ~~4, 2017: 339,170,949~~3, 2018: 339,185,449

Items 2, 3, 4 and 5 of Part II are omitted because there is no information to report.

	December 31, 2016		June 30, 2017		December 31, 2017		June 30, 2018
			(unaudited)				(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	159.8	$	220.4	$	435.7	$	554.5
Restricted cash equivalents		12.5		11.8		16.1		14.4
Marketable securities		4.4		.8		3.0		1.6
Accounts and other receivables, net		272.2		366.5		365.8		411.6
Land held for development						16.5		15.1
Inventories, net		360.6		359.1		398.4		429.4
Land held for development		10.9		16.7
Other current assets		17.0		13.0		15.5		16.6
Current assets of discontinued operations						11.2		—
Total current assets		837.4		988.3		1,262.2		1,443.2
Other assets:
Marketable securities		253.5		257.2		255.7		256.8
Investment in TiO₂ manufacturing joint venture, Louisiana Pigment Company, L.P. (“LPC”)		78.9		70.5
Investment in TiO₂ manufacturing joint venture						86.5		80.3
Goodwill		379.7		379.7		379.7		379.7
Deferred income taxes		1.2		124.7		119.8		98.6
Other noncurrent assets		238.0		196.9
Other assets						174.1		175.5
Noncurrent assets of discontinued operations						40.8		—
Total other assets		951.3		1,029.0		1,056.6		990.9
Property and equipment:
Land		45.4		47.6		47.0		46.6
Buildings		237.5		250.1		261.6		253.7
Treatment, storage and disposal facility		159.6		—
Equipment		1,070.6		1,084.2		1,150.8		1,155.7
Mining properties		35.1		32.1		35.0		31.8
Construction in progress		41.8		52.7		58.3		37.9
		1,590.0		1,466.7		1,552.7		1,525.7
Less accumulated depreciation		935.5		911.9		964.0		958.9
Net property and equipment		654.5		554.8		588.7		566.8
Total assets	$	2,443.2	$	2,572.1	$	2,907.5	$	3,000.9

	December 31, 2016			June 30, 2017			December 31, 2017			June 30, 2018
				(unaudited)						(unaudited)
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	7.8		$	7.6		$	1.6		$	1.6
Accounts payable and accrued liabilities		281.2			301.0
Accounts payable and accrual liabilities								257.1			337.1
Income taxes		5.1			11.5			25.1			44.9
Current liabilities of discontinued operations								47.3			—
Total current liabilities		294.1			320.1			331.1			383.6
Noncurrent liabilities:
Long-term debt		957.2			985.0			1,041.5			1,061.7
Deferred income taxes		275.0			243.3			183.2			157.6
Payable to affiliates								70.1			64.0
Accrued pension costs		240.2			258.5			266.4			257.5
Accrued environmental remediation and related costs		107.3			110.1			110.7			101.3
Accrued postretirement benefits costs		11.1			11.1			11.3			10.7
Other liabilities		113.9			120.2			73.6			94.1
Noncurrent liabilities of discontinued operations								52.9			—
Total noncurrent liabilities		1,704.7			1,728.2			1,809.7			1,746.9
Equity:
Valhi stockholders’ equity:
Preferred stock		667.3			667.3			667.3			667.3
Common stock		3.6			3.6			3.6			3.6
Additional paid-in capital		—			—			—			—
Retained deficit		(198.5	)		(190.3	)
Retained earnings (deficit)								(17.9	)		72.6
Accumulated other comprehensive loss		(221.9	)		(204.9	)		(179.0	)		(185.2	)
Treasury stock		(49.6	)		(49.6	)
Treasury stock, at cost								(49.6	)		(49.6	)
Total Valhi stockholders’ equity		200.9			226.1			424.4			508.7

Noncontrolling interest in subsidiaries		243.5			297.7			342.3			361.7
Total equity		444.4			523.8			766.7			870.4
Total liabilities and equity	$	2,443.2		$	2,572.1		$	2,907.5		$	3,000.9

	Three months ended June 30,						Six months ended June 30,						Three months ended June 30,						Six months ended June 30,
	2016			2017			2016			2017			2017				2018			2017			2018
		(unaudited)												(unaudited)
Revenues and other income:
Net sales	$	398.6		$	502.2		$	752.1		$	929.1		$	481.8		$		510.2	$		887.1		$	976.2
Other income, net		10.7			7.7			22.1			15.3			3.8				19.3			11.4			39.7
Total revenues and other income		409.3			509.9			774.2			944.4			485.6				529.5			898.5			1,015.9
Costs and expenses:
Cost of sales		336.4			358.4			647.9			666.4			338.0				326.2	��		626.7			606.9
Selling, general and administrative		64.6			77.2			127.8			148.3			66.1				79.5			129.6			159.7
Contract related intangible asset impairment		—			—			5.1			—
Long-lived asset impairment		—			170.6			—			170.6
Litigation settlement expense, net														—				62.0			—			62.0
Other components of net periodic pension and OPEB expense														4.3				3.8			8.4			7.5
Interest		15.8			16.0			31.5			31.6			14.7				16.0			29.2			31.4
Total costs and expenses		416.8			622.2			812.3			1,016.9			423.1				487.5			793.9			867.5
Loss before income taxes		(7.5	)		(112.3	)		(38.1	)		(72.5	)
Income from continuing operations before income taxes														62.5				42.0			104.6			148.4
Income tax expense (benefit)		.2			(167.4	)		(8.4	)		(149.4	)		(100.8	)			22.0			(82.2	)		58.2
Net income (loss)		(7.7	)		55.1			(29.7	)		76.9
Noncontrolling interest in net income (loss) of subsidiaries		.8			46.3			(1.7	)		55.4
Net income (loss) attributable to Valhi stockholders	$	(8.5	)	$	8.8		$	(28.0	)	$	21.5
Amounts attributable to Valhi stockholders:
Basic and diluted net income (loss) per share	$	(.02	)	$	.03		$	(.08	)	$	.06
Net income from continuing operations														163.3				20.0			186.8			90.2
Income (loss) from discontinued operations														(108.2	)			.4			(109.9	)		38.0
Net income														55.1				20.4			76.9			128.2
Noncontrolling interest in net income of subsidiaries														46.3				8.7			55.4			27.2
Net income attributable to Valhi stockholders													$	8.8		$		11.7	$		21.5		$	101.0

Amount attributable to Valhi stockholders:
Income from continuing operations													$	117.0		$		11.3	$		131.4			63.0
Income (loss) from discontinued operations														(108.2	)			.4			(109.9	)		38.0
Net income attributable to Valhi stockholders													$	8.8				11.7	$		21.5		$	101.0

Basic and diluted net income per share:
Income from continuing operations													$	.35		$		.03	$		.38		$	.18
Income (loss) from discontinued operations														(.32	)			—			(.32	)		.11
Net income attributable to Valhi stockholders													$	.03		$		.03	$		.06		$	.29

Cash dividends per share	$	.02		$	.02		$	.04		$	.04		$	.02		$		.02	$		.04		$	.04

Basic and diluted weighted average shares outstanding		342.0			342.0			342.0			342.0			342.0				342.0			342.0			342.0

	Three months ended June 30,						Six months ended June 30,
	2017			2018			2017			2018
	(unaudited)
Net income	$	55.1		$	20.4		$	76.9		$	128.2
Other comprehensive income (loss), net of tax:
Currency translation		12.6			(22.9	)		20.1			(13.1	)
Marketable securities		(.5	)		—			(.8	)		(.1	)
Interest rate swap		(.4	)		—			.1			—
Defined benefit pension plans		.8			2.5			3.6			5.1
Other postretirement benefit plans		(.2	)		(.2	)		(.4	)		(.5	)
Total other comprehensive income (loss), net		12.3			(20.6	)		22.6			(8.6	)
Comprehensive income (loss)		67.4			(.2	)		99.5			119.6
Comprehensive income attributable to noncontrolling interest		49.2			3.2			61.0			24.9
Comprehensive income (loss) attributable to Valhi stockholders	$	18.2		$	(3.4	)	$	38.5		$	94.7

	Six months ended June 30,
	2017			2018
	(unaudited)
Cash flows from operating activities:
Net income	$	76.9		$	128.2
Depreciation and amortization		33.2			28.9
Benefit plan expense greater than cash funding		4.6			3.4
Deferred income taxes		(183.9	)		37.2
Gain on sale of WCS		—			(58.4	)
Gain on land sales		—			(12.5	)
Distributions from Ti0₂ manufacturing joint venture, net		8.4			4.8
Long-lived asset impairment		170.6			—
Other, net		1.5			6.6
Change in assets and liabilities:
Accounts and other receivables, net		(77.8	)		(64.5	)
Inventories, net		22.6			(41.7	)
Land held for development, net		3.1			(1.2	)
Accounts payable and accrued liabilities		8.8			62.7
Accounts with affiliates		.3			25.4
Income taxes		5.8			20.1
Other, net		14.6			20.7
Net cash provided by operating activities		88.7			159.7
Cash flows from investing activities:
Capital expenditures		(30.5	)		(27.6	)
Cash, cash equivalents and restricted cash and cash equivalents of discontinued operations at time of sale		—			(28.9	)
Capitalized permit costs		(2.2	)		—
Proceeds from sale of land		—			19.5
Purchases of marketable securities		(5.6	)		(3.7	)
Disposals of marketable securities		5.5			3.9
Other, net		—			.1
Net cash used in investing activities		(32.8	)		(36.7	)
Cash flows from financing activities:
Indebtedness:
Borrowings		175.7			—
Principal payments		(148.9	)		(3.7	)
Deferred financing costs paid		(.2	)		—
Valhi cash dividends paid		(13.6	)		(13.6	)
Distributions to noncontrolling interest in subsidiaries		(7.0	)		(7.9	)
Net cash provided by (used in) financing activities		6.0			(25.2	)
Cash, cash equivalents and restricted cash and cash equivalents - net change from:
Operating, investing and financing activities		61.9			97.8
Effect of exchange rates on cash		8.6			(9.3	)
Balance at beginning of period		196.5			489.4
Balance at end of period	$	267.0		$	577.9
Supplemental disclosures:
Cash paid for:
Interest, net of capitalized interest	$	30.0		$	31.0
Income taxes, net		26.3			5.9
Noncash investing activities:
Change in accruals for capital expenditures		4.0			1.0
Noncash financing activities:
Trade payable to affiliate converted to indebtedness		—			36.3
Indebtedness borrowings paid directly to lender to settle refinanced indebtedness		9.3			—
Indebtedness principal payments paid directly by lender		(8.4	)		—
Indebtedness borrowings paid directly to lender for debt issuance costs		(.9	)		—

Three months
ended June 30,

Six months
ended June 30,

2016

2017

2016

2017

(unaudited)

Net income (loss)
$
(7.7
)

$
55.1

$
(29.7
)

$
76.9

Other comprehensive income (loss), net of tax:

Currency translation

(4.1
)

12.6

7.8

20.1

Marketable securities

.8

(.5
)

.5

(.8
)
Interest rate swap

(.7
)

(.4
)

(3.0
)

.1

Defined benefit pension plans

2.6

.8

5.2

3.6

Other postretirement benefit plans

(.3
)

(.2
)

(.6
)

(.4
)
Total other comprehensive income (loss), net

(1.7
)

12.3

9.9

22.6

Comprehensive income (loss)

(9.4
)

67.4

(19.8
)

99.5

Comprehensive income attributable to noncontrolling interest

.9

49.2

1.4

61.0

Comprehensive income (loss) attributable to Valhi stockholders
$
(10.3
)

$
18.2

$
(21.2
)

$
38.5

	Valhi Stockholders’ Equity
	Preferred stock		Common stock		Additional paid-in capital			Retained earnings (deficit)			Accumulated other comprehensive loss			Treasury stock			Non- controlling interest			Total equity
Balance at December 31, 2017	$	667.3	$	3.6	$	−−		$	(17.9	)	$	(179.0	)	$	(49.6	)	$	342.3		$	766.7
Change in accounting principle – ASU 2014-09		−−		−−		−−			2.7			−−			−−			2.3			5.0
Balance at January 1, 2018, as adjusted		667.3		3.6		−−			(15.2	)		(179.0	)		(49.6	)		344.6			771.7

Net income		−−		−−		−−			101.0			−−			−−			27.2			128.2
Other comprehensive loss, net		−−		−−		−−			−−			(6.2	)		−−			(2.4	)		(8.6	)
Cash dividends		−−		−−		(.4	)		(13.2	)					−−			(7.9	)		(21.5	)
Other, net		−−		−−		.4			−−			−−			−−			.2			.6
Balance at June 30, 2018	$	667.3	$	3.6	$	−−		$	72.6		$	(185.2	)	$	(49.6	)	$	361.7		$	870.4

Six months ended
June 30,

2016

2017

(unaudited)

Cash flows from operating activities:

Net income (loss)
$
(29.7
)

$
76.9

Depreciation and amortization

34.5

33.2

Benefit plan expense greater than cash funding

1.2

4.6

Deferred income taxes

(17.0
)

(183.9
)
Distributions from Ti0₂ manufacturing joint venture, net

6.6

8.4

Contract related intangible asset impairment

5.1

—

Long-lived asset impairment

—

170.6

Other, net

(.4
)

1.5

Change in assets and liabilities:

Accounts and other receivables, net

(53.0
)

(77.8
)
Inventories, net

58.8

22.6

Land held for development, net

(.6
)

3.1

Accounts payable and accrued liabilities

(11.9
)

8.8

Accounts with affiliates

(.5
)

.3

Income taxes

(5.4
)

5.8

Other, net

3.6

14.6

Net cash provided by (used in) operating activities

(8.7
)

88.7

Cash flows from investing activities:

Capital expenditures

(26.6
)

(30.5
)
Capitalized permit costs

(1.1
)

(2.2
)
Purchases of marketable securities

(4.4
)

(5.6
)
Disposals of marketable securities

3.3

5.5

Other, net

(.1
)

—

Net cash used in investing activities

(28.9
)

(32.8
)
Cash flows from financing activities:

Indebtedness:

Borrowings

149.2

175.7

Principal payments

(101.5
)

(148.9
)
Deferred financing costs paid

—

(.2
)
Valhi cash dividends paid

(13.6
)

(13.6
)
Distributions to noncontrolling interest in subsidiaries

(7.0
)

(7.0
)
Net cash provided by financing activities

27.1

6.0

Cash, cash equivalents and restricted cash and cash equivalents - net change from:

Operating, investing and financing activities

(10.5
)

61.9

Effect of exchange rate on cash

.3

8.6

Balance at beginning of period

229.1

196.5

Balance at end of period
$
218.9

$
267.0

Supplemental disclosures:

Cash paid for:

Interest, net of capitalized interest
$
29.9

$
30.0

Income taxes, net

8.5

26.3

Noncash investing activities:

Change in accruals for capital expenditures

4.5

4.0

Noncash financing activities:

Indebtedness borrowings paid directly to lender to settle refinanced indebtedness

—

9.3

Indebtedness principal payments paid directly by lender

—

(8.4
)
Indebtedness borrowings paid directly to lender for debt issuance costs

—

(.9
)

Valhi Stockholders’ Equity

Preferred
stock


Common
stock


Additional
paid-in
capital


Retained deficit

Accumulated
other
comprehensive
loss

Treasury
stock

Non-
controlling
interest

Total
equity

Balance at December 31, 2016
$
667.3


$
3.6


$
—


$
(198.5
)

$
(221.9
)

$
(49.6
)

$
243.5


$
444.4

Net income

—



—



—



21.5

—


—


55.4

76.9

Other comprehensive income, net

—



—



—



—


17.0

—


5.6


22.6

Cash dividends

—



—



(.2
)


(13.3
)

—


—


(7.0
)

(20.5
)
Other, net

—



—



.2



—

—


—


.2

.4

Balance at June 30, 2017
$
667.3


$
3.6


$
—


$
(190.3
)

$
(204.9
)

$
(49.6
)

$
297.7


$
523.8

Organization— We are majority owned by a wholly-owned subsidiary of Contran Corporation (“Contran”), which owns approximately ~~93%~~92% of our outstanding common stock at June 30, ~~2017.~~2018. All of Contran's outstanding voting stock is held by a family trust established for the benefit of Lisa K. Simmons and Serena Simmons Connelly and their children, for which Ms. Simmons and Ms. Connelly are co-trustees, or is held directly by Ms. Simmons and Ms. Connelly or entities related to them. Consequently, Ms. Simmons and Ms. Connelly may be deemed to control Contran and us.

Basis of Presentation—Consolidated in this Quarterly Report are the results of our majority-owned and wholly-owned subsidiaries, including NL Industries, Inc., Kronos Worldwide, Inc., CompX International Inc., ~~Waste Control Specialists LLC (“WCS”),~~ Tremont LLC, Basic Management, Inc. (“BMI”) and The LandWell Company (“LandWell”). Kronos (NYSE: KRO), NL (NYSE: NL), and CompX (NYSE ~~MKT:~~American: CIX) each file periodic reports with the Securities and Exchange Commission (“SEC”). In January 2018, we sold Waste Control Specialists LLC (“WCS”). See Note 3.

The unaudited Condensed Consolidated Financial Statements contained in this Quarterly Report have been prepared on the same basis as the audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017 that we filed with the SEC on March ~~13, 2017~~15, 2018 (the ~~“2016~~“2017 Annual Report”). In our opinion, we have made all necessary adjustments (which include only normal recurring adjustments, other than the ~~long-lived asset impairment charge~~gain on the sale of WCS recognized in the ~~second~~first quarter of ~~2017~~2018 as discussed in Note ~~3, and the reversal of the deferred income tax asset valuation allowance recognized in the second quarter of 2017, as discussed in Note 13)~~3), in order to state fairly, in all material respects, our consolidated financial position, results of operations and cash flows as of the dates and for the periods presented. We have condensed the Consolidated Balance Sheet at December 31, ~~2016~~2017 contained in this Quarterly Report as compared to our audited Consolidated Financial Statements at that date, and we have omitted certain information and footnote disclosures (including those related to the Consolidated Balance Sheet at December 31, ~~2016)~~2017) normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Our results of operations for the interim periods ended June 30, ~~2017~~2018 may not be indicative of our operating results for the full year. The Condensed Consolidated Financial Statements contained in this Quarterly Report should be read in conjunction with our ~~2016~~2017 Consolidated Financial Statements contained in our ~~2016~~2017 Annual Report.

Unless otherwise indicated, references in this report to “we,” “us” or “our” refer to Valhi, ~~Inc~~Inc. and its subsidiaries (NYSE: VHI), taken as a whole.

Our control of Kronos includes 50% we hold directly and 30% held directly by NL. We own 83% of NL. Our control of CompX is through NL. We own 63% of BMI. Our control of LandWell includes the 27% we hold directly and 50% held by BMI.

	Three months ended June 30,						Six months ended June 30,						Three months ended June 30,						Six months ended June 30,
	2016			2017			2016			2017			2017			2018			2017			2018
	(unaudited)												(unaudited)
	(In millions)												(In millions)
Net sales:
Chemicals	$	356.0		$	441.4		$	674.5		$	811.2		$	441.4		$	471.8		$	811.2		$	902.2
Component products		27.1			30.1			54.2			60.0			30.1			32.4			60.0			60.8
Waste management		11.1			20.5			16.3			42.0
Real estate management and development		4.4			10.2			7.1			15.9			10.3			6.0			15.9			13.2
Total net sales	$	398.6		$	502.2		$	752.1		$	929.1		$	481.8		$	510.2		$	887.1		$	976.2
Cost of sales:
Chemicals	$	301.0		$	312.1		$	579.5		$	578.9		$	309.6		$	300.5		$	573.8		$	556.6
Component products		18.6			20.5			37.5			40.8			20.5			21.2			40.8			40.1
Waste management		13.6			17.9			25.3			34.6
Real estate management and development		3.2			7.9			5.6			12.1			7.9			4.5			12.1			10.2
Total cost of sales	$	336.4		$	358.4		$	647.9		$	666.4		$	338.0		$	326.2		$	626.7		$	606.9
Gross margin:
Chemicals	$	55.0		$	129.3		$	95.0		$	232.3		$	131.8		$	171.3		$	237.4		$	345.6
Component products		8.5			9.6			16.7			19.2			9.6			11.2			19.2			20.7
Waste management		(2.5	)		2.6			(9.0	)		7.4
Real estate management and development		1.2			2.3			1.5			3.8			2.4			1.5			3.8			3.0
Total gross margin	$	62.2		$	143.8		$	104.2		$	262.7		$	143.8		$	184.0		$	260.4		$	369.3
Operating income (loss):
Operating income:
Chemicals	$	12.7		$	73.0		$	15.7		$	128.0		$	77.2		$	123.6		$	136.3		$	234.2
Component products		3.7			4.6			7.1			9.1			4.6			6.0			9.1			10.4
Waste management		(7.1	)		(171.6	)		(17.9	)		(171.0	)
Real estate management and development		.5			1.2			(5.4	)		1.8			1.3			.4			1.8			4.2
Total operating income (loss)		9.8			(92.8	)		(.5	)		(32.1	)
Total operating income														83.1			130.0			147.2			248.8
General corporate items:
Securities earnings		6.9			7.2			13.7			14.2			7.1			8.5			14.1			16.8
Insurance recoveries		.2			—			.3			.1			—			.2			.1			.4
Termination fee		—			4.0			—			4.0
Gain on land sales														—			—			—			12.5
Other components of net periodic pension and OPEB expense														(4.3	)		(3.8	)		(8.4	)		(7.5	)
Litigation settlement expense														—			(62.0	)		—			(62.0	)
General expenses, net		(8.6	)		(14.7	)		(20.1	)		(27.1	)		(8.7	)		(14.9	)		(19.2	)		(29.2	)
Interest expense		(15.8	)		(16.0	)		(31.5	)		(31.6	)		(14.7	)		(16.0	)		(29.2	)		(31.4	)
Loss before income taxes	$	(7.5	)	$	(112.3	)	$	(38.1	)	$	(72.5	)
Income from continuing operations before income taxes													$	62.5		$	42.0		$	104.6		$	148.4

Segment results we report may differ from amounts separately reported by our various subsidiaries due to purchase accounting adjustments and related amortization or differences in the way we define operating income. Intersegment sales are not material. Our Real Estate Management and Development Segment’s operating loss in the first six months of 2016 includes a $5.1 million contract related intangible asset impairment loss which is included in the determination of its operating income, see Note 7. Our Chemicals Segment’s operating income in the second quarter and first six months of 2016 includes $1.4 million and $3.4 million, respectively, in business interruption insurance proceeds which is included in the determination of its operating income, see Note 12. Our Waste Management Segment’s results in the second quarter and first six months of 2017 includes a $170.6 million long-lived asset impairment which is included in the determination of its operating income, see Note 3.

Note 3—~~Long-lived asset impairment~~ Business disposition — Waste Control Specialists LLC:

~~As previously reported, in November 2015~~Pursuant to an agreement we entered into ~~an agreement with Rockwell Holdco, Inc. ("Rockwell"), for~~in December 2017, on January 26, 2018 we completed the sale of ~~WCS~~our Waste Management Segment to ~~Rockwell. The agreement, as amended, was~~JFL-WCS Partners, LLC ("JFL Partners"), an entity sponsored by certain investment affiliates of J.F. Lehman & Company, for ~~$270 million in cash plus~~consideration consisting of the assumption of all of ~~WCS’~~WCS' third-party indebtedness ~~incurred~~and other liabilities. Our Waste Management Segment, which operated in the low-level radioactive, hazardous, toxic and other waste disposal industry historically struggled to generate sufficient recurring disposal volumes to generate positive operating results or cash flows. We believe the sale will enable us to focus more effort on continuing to develop our remaining segments which we believe have greater opportunity for higher returns than our Waste Management segment.

In accordance with GAAP, the Waste Management Segment has been classified as discontinued operations in our Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Income for all periods presented. Also in accordance with GAAP, we have not reclassified our Condensed Consolidated Statement of Cash Flows to reflect the Waste Management Segment as discontinued operations. We recognized a pre-tax gain of approximately $58 million primarily in the first quarter of 2018 on the transaction ($38.6 million, or $.11 per diluted share, net of tax) because the carrying value of the liabilities of the business assumed by the purchaser exceeded the carrying value of the assets sold at the time of the sale in large part due to the previously-reported long-lived asset impairment of $170.6 million recognized in the second quarter of 2017, as discussed in the 2017 Annual Report. The net assets of the disposed Waste Management Segment at the time we completed the sale on January 26, 2018 were not materially different as compared to December 31, 2017. The income tax benefit associated with discontinued operations recognized in the second quarter of 2018 relates principally to a change in the amount of the deferred income tax asset valuation allowance recognized during 2018 allocated to discontinued operations under the intra-period guidance of ASC 740 associated with the business interest expense deduction limitation discussed in Note 13. Selected financial data for the operations of the disposed Waste Management Segment for periods prior to completing the sale is presented below. Current assets at December 31, 2017 consist principally of trade accounts receivable.

	Three months ended June 30,						Six months ended June 30,
	2017			2018			2017			2018⁽¹⁾
	(In millions)
Net sales	$	20.5		$	—		$	42.0		$	4.6

Operating loss⁽²⁾	$	(171.6	)	$	—			(171.0	)		(.4	)
Termination fee		4.0			—			4.0			—
Other expense, net		(5.8	)		—			(7.7	)		—
Interest expense, net		(1.2	)		—			(2.4	)		(.3	)
Loss before taxes		(174.6	)		—			(177.1	)		(.7	)
Income tax benefit		(66.4	)		—			(67.2	)		(.1	)
Net loss		(108.2	)		—			(109.9	)		(.6	)

Pre-tax gain on disposal		—			—			—			58.4
Income tax expense (benefit)		—			(.4	)		—			19.8
After-tax gain on disposal		—			.4			—			38.6

Total	$	(108.2	)	$	.4		$	(109.9	)	$	38.0

Net cash provided by operating activities							$	8.8		$	2.3

Net cash used in investing activities							$	(2.6	)	$	(.1	)

(1)

Includes results of the Waste Management Segment though January 26, 2018, the date of the sale.

(2)

Operating results in the second quarter and first six months of 2017 includes a $170.6 million long-lived asset impairment.

In connection with the January 2018 sale, JFL Partners did not assume WCS’ trade payable owed to Contran, which consisted primarily of intercorporate service fees charged to WCS by Contran which WCS did not pay to Contran for several years. Immediately prior to the date of the agreement. Additionally, Rockwell and its affiliates would have assumed all financial assurance obligations related to the WCS business. Rockwell is the parent company of EnergySolutions, Inc. Completion of the sale

~~was subject to certain customary~~ closing conditions, including the receipt of U.S. anti-trust approval. The U.S. Department of Justice (“DOJ”) did not give the parties anti-trust clearance, and on November 16, 2016, the DOJ filed an anti-trust action in the U.S. federal district court for the District of Delaware styled ~~United States of America vs. Energy Solutions, Inc.,et al~~ (Case No. 1:16-cv-01056-UNA), seeking an injunction to enjoin completion of the sale of WCS. Trial was held in late April and early May 2017. On June 21, 2017, the court issued an order enjoining the sale of WCS. While we disagreed with the court’s decision, the parties determined that they would not appeal the decision to the Third Circuit Court of Appeals, and on June 22, 2017, we provided written notice to Rockwell terminating the purchase agreement for the sale of WCS to Rockwell effective June 22, 2017.

As part of the terms of the fourth amendment to the purchase agreement, in the event of termination of the purchase agreement for any reason (including termination of the purchase agreement if completion of the sale of WCS, ~~is enjoined on anti-trust grounds), we would be entitled~~Contran transferred its associated receivable of $36.3 million from WCS to ~~receive~~Valhi, in return for a ~~termination fee from Rockwell. Such termination fee (net of applicable expenses) aggregated $4~~deemed $36.3 million ~~was received in June 2017 and is recognized as other non-operating income in the second quarter of 2017;~~borrowing by Valhi under its revolving credit facility with Contran, see Note ~~12.~~

~~The Court’s decision~~8. Valhi subsequently contributed such receivable from WCS to WCS’s equity, and ~~resulting termination~~the trade payable obligation of the purchase agreement with Rockwell constitute triggering events under ASC 360-10-35-21, requiring WCS’ long-lived assets to be tested for recoverability. Given the challenges facing WCS’ disposal operations we have concluded that the long-lived assets associated with WCS’ operations are impaired at June 30, 2017. Accordingly, we have recognized an aggregate $170.6 million impairment charge as of June 30, 2017, to reduce the carrying value of WCS’ long-lived assets recognized for financial reporting purposes to their estimated fair value. Such $170.6 million impairment charge relates to the following long-lived assets of WCS: net property and equipment - $127.5 million; waste disposal site operating permits, net - $42.0 million; and other assets - $1.1 million. With respect to the operating permits, we concluded such long-lived assets were fully impaired, as these permits are specific to WCS’ land and facilityWCS was deemed paid in Andrews County and have no salvage value as there is no alternative use for permits. Similarly, with respect to the net property and equipment, we concluded such long-lived assets were fully impaired except to the extent certain items of property and equipment had an alternate use outside of WCS’ operations; for those items of property and equipment, they were written down to estimated salvage value, primarily using dealer or auction-site quotes (Level 3 inputs) as the basis for salvage value. The salvage value for such items of property and equipment aggregated $5.7 million at June 30, 2017. full.

Our marketable securities consist of marketable equity and debt securities. Prior to 2018, any unrealized gains or losses on equity securities were recognized through other comprehensive income, net of deferred income taxes. Beginning on January 1, 2018 with the adoption of Accounting Standards Update (“ASU”) 2016-01, our marketable equity securities will continue to be carried at fair value as noted above, but any unrealized gains or losses on the securities are now recognized as a component of other income included in the securities transactions, net on our Condensed Consolidated Statements of Income. See Note 19.

All of our marketable securities are accounted for as available-for-sale, which ~~are carried at fair value, with any unrealized gains or losses recognized through accumulated other comprehensive income. Our marketable securities~~ are carried at fair value using quoted market prices, primarily Level 1 inputs as defined by ASC Topic 820, Fair Value Measurements and Disclosures, except for our investment in The Amalgamated Sugar Company LLC (“Amalgamated”). Our investment in Amalgamated is measured using significant unobservable inputs, which are Level 3 inputs. Please refer to Note 6 in our ~~2016~~2017 Annual Report for a complete description of the valuation methodology for our investment in Amalgamated. There have been no changes to the carrying value of this investment during the periods presented. See Note ~~17.~~18. Our other marketable securities, which consist of marketable equity and debt securities, are not material.

On May 30, 2018, we entered into an agreement with Snake River Sugar Company, an Oregon agricultural cooperative corporation that controls Amalgamated ("Snake River"), in which we agreed to sell our interest in Amalgamated for consideration consisting of $12.5 million in cash and the deemed payment in full of our $250 million in loans we owe Snake River (see Note 8). Closing of the sale is scheduled for August 31, 2018, or such other date as shall be agreed to by us and Snake River. Snake River's obligation to complete the closing of the sale is contingent on Snake River obtaining all required consents of the secured lenders of Snake River and Amalgamated and Snake River has agreed to work diligently and use commercially reasonable efforts to obtain such

consents. Such consents have not yet been received, and accordingly there is no assurance that such sale will be completed and as such we have continued to classify our investment in Amalgamated as a noncurrent asset (and our $250 million in loans we owe Snake River as a noncurrent liability) at June 30, 2018.

~~See Note 3 for~~Land contract receivables classified as a ~~discussion of waste disposal site operating permits.~~

~~Upon acquiring a controlling interest in~~noncurrent asset relate to our Real Estate Management and Development ~~Segment~~Segment. Such receivables relate to certain fees we collect from builders when the builder sells a home to a customer, as discussed in ~~December 2013, we recognized~~Note 19.

As disclosed in Note 18 to our 2017 Annual Report under an ~~indefinite-lived customer relationship intangible asset~~Owner Participation Agreement (“OPA”) entered into by LandWell with the Redevelopment Agency of ~~$5.1~~the City of Henderson, Nevada, if LandWell develops certain real property for commercial and residential purposes in a master planned community in Henderson, Nevada, the cost of certain public infrastructure may be reimbursed to us through tax increment. The maximum reimbursement under the OPA is $209 million, ~~for long-term contracts related~~and is subject to, ~~water delivery services~~among other things, completing construction of approved qualifying public infrastructure, transferring title of such infrastructure to the City of Henderson, ~~Nevada~~receiving approval from the Redevelopment Agency of the funds expended to be eligible for tax increment reimbursement and ~~various other users~~the existence of a sufficient property tax valuation base and property tax rates in order to generate tax increment reimbursement funds. We are entitled to receive 75% of the tax increment generated by the master planned community through 2036, subject to the qualifications and limitations indicated above. Public infrastructure costs previously incurred for which the Redevelopment Agency had provided its approval for tax increment reimbursement but we had not yet received such reimbursement through tax increment receipts aggregated $3.1 million at December 31, 2017. Such amount is evidenced by a ~~water system owned~~promissory note issued to LandWell by ~~BMI. Aggregate revenues associated with water delivered under~~ the City of ~~Henderson contract have historically represented approximately 70%~~Henderson.

Prior to 2018, due to the significant uncertainty of the ~~Segment’s aggregate water delivery revenues. These contracts generally span many years~~timing and ~~feature automatic renewing provisions. The initial City~~amount of Henderson water delivery contract extended for a period of 25 years, and contained an automatic renewal provision. In January 2016, the water delivery contract with the City of Henderson was amended. As partany of such ~~amendment, required minimum volumes were reduced, pricing was lowered,~~potential tax increment reimbursements, we recognized any such tax increment reimbursements only when received. However, due to growth in the ~~automatic renewal provision of the contract was eliminated,~~master planned community and the ~~contract term now runs through June 2040. The amendment~~increase in tax increment funds to ~~the City of Henderson water delivery contract represents an event or change in circumstance~~ which ~~triggered the need to perform a quantitative impairment analysis with respect to the intangible asset~~we are entitled, we determined in the first quarter of ~~2016, in accordance with~~2018 we expected the ~~guidance in ASC 350-30-35. Accordingly, as a result of a quantitative impairment analysis performed~~tax increment reimbursements to be collected in the ~~first quarter of 2016 we concluded that~~future would at least be sufficient to support recognizing the ~~$5.1~~$3.1 million ~~contract related intangible asset primarily related to~~note payable issued by the City of Henderson ~~water delivery contract has been fully impaired as a result of~~to us. The note payable bears interest at 6% annually and the ~~amended contract (with its reduced minimum volumes and lower pricing), and we recognized an aggregate $5.1 million contract related intangible asset impairment loss~~note expires in ~~the first quarter of 2016.~~2036. Any unpaid balances in 2036 are forfeited. See Note 13.

	December 31, 2016		June 30, 2017		December 31, 2017		June 30, 2018
	(In millions)				(In millions)
Valhi:
Snake River Sugar Company	$	250.0	$	250.0	$	250.0	$	250.0
Contran credit facility		278.9		282.7		284.3		320.6
Total Valhi debt		528.9		532.7		534.3		570.6
Subsidiary debt:
Kronos:
Term loan		335.9		334.9
North American revolving credit facility		—		16.3
WCS:
Financing capital lease		64.0		63.1
Senior Secured Notes						471.1		458.6
Tremont:
Promissory note payable		14.5		14.5		13.1		10.9
BMI:
Bank note payable – Meadows Bank		8.4		—
Bank loan – Western Alliance Bank		—		18.7		18.8		18.0
LandWell:
Note payable to the City of Henderson		2.9		2.7		2.5		2.3
Other		10.4		9.7		3.3		2.9
Total subsidiary debt		436.1		459.9		508.8		492.7
Total debt		965.0		992.6		1,043.1		1,063.3
Less current maturities		7.8		7.6		1.6		1.6
Total long-term debt	$	957.2	$	985.0	$	1,041.5	$	1,061.7

Valhi – Snake River Sugar Company – In connection with the proposed sale of our ownership interest in Amalgamated, our outstanding debt obligations to Snake River Sugar Company due in 2027 would be deemed to be paid in full upon completion of such sale. See Note 6. As discussed above, completion of such sale is contingent on Snake River obtaining all required consents of the secured lenders of Snake River and Amalgamated to the closing of the sale and such consents have not yet been received, and accordingly there is no assurance that such sale will be completed. We have continued to classify our $250 million in loans we owe Snake River as a noncurrent liability at June 30, 2018.

Contran credit facility – ~~During~~In connection with the ~~first six months~~sale of ~~2017, we borrowed~~WCS discussed in Note 3, immediately prior to the closing of the sale, Contran transferred its associated receivable of $36.3 million from WCS to Valhi, in return for a ~~net $3.8~~deemed $36.3 million borrowing by Valhi under ~~our Contran~~its revolving credit ~~facility.~~facility with Contran. The average interest rate on the existing balance as of and for the six months ended June 30, ~~2017~~2018 was ~~5.25%~~6.0% and ~~4.88%~~5.62%, respectively. At June 30, ~~2017,~~2018, the equivalent of ~~$42.3~~$39.4 million was available for borrowing under this facility.

Kronos – ~~Term loan –~~Senior Secured Notes - At June 30, 2018, the carrying value of Kronos’ 3.75% Senior Secured Notes due September 15, 2025 (€400 million aggregate principal amount outstanding) is stated net of unamortized debt issuance costs of $6.8 million.

North American and European revolving credit facilities– During the first six months of ~~2017,~~2018, Kronos ~~made its required quarterly principal payment of $1.8 million. The average interest rate on the term loan~~had no borrowings as of and for the six months ended June 30, 2017 was 4.3% and 4.1%, respectively. The carrying value of the term loan at June 30, 2017 is stated net of unamortized original issue discount of $.7 million and debt issuance costs of $3.0 million. See Note 17 for a discussion of the interest rate swap we entered into in 2015 pursuant to our interest rate risk strategy.

~~North American revolving credit facility~~ ~~– In January 2017, Kronos extended the maturity date of~~or repayments under its North American revolving credit facility to the earlier of (i) January 30, 2022 or (ii) 90 days prior to the maturity date of our existing term loan indebtedness (or 90 days prior to the maturity date of any indebtedness incurred in a permitted refinancing of such existing term loan indebtedness). Based on the February 2020 maturity date of our existing term loan, the maturity date of the North American revolving credit facility is currently November 2019.

~~During the first six months of 2017, Kronos borrowed a net $16.3 million under~~and its ~~North American~~European revolving credit facility. ~~The average interest rate on outstanding borrowings as of and for the six months ended June 30, 2017 was 5.0~~% ~~and 4.8~~%~~, respectively.~~ At June 30, ~~2017,~~2018, approximately ~~$91.4~~$118.1 million was available for additional borrowing under ~~this revolving~~the North American Revolving credit facility.

~~European revolving credit facility~~ – Kronos’ European revolving credit facility requires the maintenance of certain financial ratios, and one of such requirements is based on the ratio of net debt to last twelve months earnings before income tax, interest, depreciation and amortization expense (EBITDA) of the borrowers. Based upon the borrowers’ last twelve months EBITDA as of June 30, ~~2017~~2018 and the net debt to EBITDA financial test, the full ~~€120.0~~€90.0 million of the credit facility ($~~137.1~~104.7 million) is available for borrowing availability at ~~June 30, 2017.We expect to extend the maturity date of this facility on or prior to its maturity date in September 2017.~~such date.

~~Other~~Tremont – Promissory note payable – In ~~February 2017, a wholly-owned subsidiary~~January 2018, and following Tremont’s sale of ~~BMI entered into a $20.5~~certain land held for investment, discussed in Note 13, Tremont prepaid (without penalty) $2.2 million ~~loan agreement with Western Alliance Bank. The proceeds were used to refinance~~principal amount on the ~~$8.5 million outstanding bank~~ note payable to Meadows Bank and to finance improvements to BMI’s water delivery system. The agreement requires semi-annual payments of principal and interest on June 1 and December 1 aggregating $1.9 million annually beginning on June 1, 2017 through the maturity date in June 2032 (except during 2017

which calls for prorated aggregate principal and interest payments of $1.6 million). The agreement bears interest at 5.34% and is collateralized by certain real property, including the water delivery system, and revenue streamsas required under the ~~City of Henderson water contract. Debt issuance costs were approximately $1.0 million, and the carrying value~~terms of the ~~banknote payable at June 30, 2017 is stated net of such unamortized debt issuance costs.~~ note agreement.

Restrictions and other – Certain of the credit facilities with unrelated, third-party lenders described above require the respective borrowers to maintain minimum levels of equity, require the maintenance of certain financial ratios, limit dividends and additional indebtedness and contain other provisions and restrictive covenants customary in lending transactions of this type. We are in compliance with all of our debt covenants at June 30, ~~2017.~~2018.

	December 31, 2017		June 30, 2018
	(In millions)
Accounts payable:
Kronos	$	107.9	$	120.6
CompX		2.3		3.0
BMI and LandWell		3.7		2.8
NL		1.8		.7
Other		.4		.4
Payable to affiliates:
Contran – taxes		—		2.7
LPC – trade items		16.2		12.5
Litigation settlement		—		60.0
Employee benefits		36.3		28.0
Deferred income		28.3		22.8
Accrued sales discounts and rebates		14.3		19.2
Environmental remediation and related costs		6.8		19.6
Interest		5.5		5.4
Other		33.6		39.4
Total	$	257.1	$	337.1

Chemicals and Component Products Segments - Our sales involve single performance obligations to ship our products pursuant to customer purchase orders. In some cases, the purchase order is supported by an underlying master sales agreement, but our purchase order acceptance generally evidences the contract with our customer by specifying the key terms of product and quantity ordered, price and delivery and payment terms. Effective January 1, 2018 with the adoption of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), see Note 19, we record revenue when we satisfy our performance obligations to our customers by transferring control of our products to them, which generally occurs at point of shipment or upon delivery. Such transfer of control is also evidenced by transfer of legal title and other risks and rewards of ownership (giving the customer the ability to direct the use of, and obtain substantially all of the benefits of, the product), and our customers becoming obligated to pay us and such payment being probable of occurring. In certain arrangements we provide shipping and handling activities after the transfer of control to our customer (e.g. when control transfers prior to delivery). In such arrangements shipping and handling are considered fulfillment activities, and accordingly, such costs are accrued when the related revenue is recognized.

Revenue is recorded in an amount that reflects the net consideration we expect to receive in exchange for our products. Prices for our products are based on terms specified in published list prices and purchase orders, which generally do not include financing components, noncash consideration or consideration paid to our customers. As our standard payment terms are less than one year, we have elected the practical expedient under ASC 606 and we have not assessed whether a contract has a significant financing

component. We state sales net of price, early payment and distributor discounts as well as volume rebates (collectively, variable consideration). Variable consideration, to the extent present, is recognized as the amount to which we are most-likely to be entitled, using all information (historical, current and forecasted) that is reasonably available to us, and only to the extent that a significant reversal in the amount of the cumulative revenue recognized is not probable of occurring in a future period. Differences, if any, between estimates of the amount of variable consideration to which we will be entitled and the actual amount of such variable consideration have not been material in the past. We report any tax assessed by a governmental authority that we collect from our customers that is both imposed on and concurrent with our revenue-producing activities (such as sales, use, value added and excise taxes) on a net basis (meaning we do not recognize these taxes either in our revenues or in our costs and expenses).

Frequently, we receive orders for products to be delivered over dates that may extend across reporting periods. We invoice for each delivery upon shipment and recognize revenue for each distinct shipment when all sales recognition criteria for that shipment have been satisfied. As scheduled delivery dates for these orders are within a one year period, under the optional exemption provided by ASC 606, we do not disclose sales allocated to future shipments of partially completed contracts.

Real Estate Management and Development Segment – Our sales involve providing utility services, among other things, to an industrial park located in Henderson, Nevada and we are responsible for the delivery of water to the city of Henderson and various other users through a water distribution system we own. These sales involve single performance obligations and we record revenue when we satisfy our performance obligations to our customers generally after the service is performed and our customers become obligated to pay us and such payment being probable of occurring. Revenue is recorded in an amount that reflects the net consideration we expect to receive in exchange for our services. Prices for our products are based on contracted rates and do not include financing components, noncash consideration or consideration paid to our customers. As our standard payment terms are less than one year, we have elected the practical expedient under ASC 606 and we have not assessed whether a contract has a significant financing component.

Our revenues also are related to efforts to develop certain real estate in Henderson, Nevada, including approximately 2,100 acres zoned for residential/planned community purposes and approximately 400 acres zoned for commercial and light industrial use. Contracts for land sales are negotiated on an individual basis, involve single performance obligations, and generally require us to complete property development and improvements after title passes to the buyer and we have received all or a substantial portion of the selling price. We recognize land sales revenue associated with the residential/planned community over time using cost based input methods. Land sales associated with the residential/planned community have variable consideration components which are based on a percentage of the builder’s ultimate selling price of residential housing unit to their customer (generally 3.5% of such sales price). The amount we recognize when a parcel is sold to a home builder is the amount to which we are most-likely to be entitled, using all information (historical, current and forecasted) that is reasonably available to us, and only to the extent that a significant reversal in the amount of the cumulative revenue recognized is not probable of occurring in a future period. By recognizing revenue over time using cost based input methods, revenues (including variable consideration) and profits are recognized in the same proportion of our progress towards completion of our contractual obligations, with our progress measured by costs incurred as a percentage of total costs estimated to be incurred relative to the parcels sold. Estimates of total costs expected to be incurred require significant management judgment, and the amount of revenue and profits that have been recognized to date are subject to revisions throughout the development period. The impact on the amount of revenue recognized resulting from any future change in the estimate of total costs estimated to be incurred would be accounted for prospectively in accordance with GAAP. We also receive variable consideration of 1% tied to the builders ultimate selling price to their customers which is intended to recover our expenses for marketing the entire residential/planned community. Because we control and direct the marketing campaign we recognize both the revenues and expenses on a gross basis. We record estimated deferred revenue on the amount to which we are most-likely to be entitled and deferred revenue is recognized into revenue as the housing units are sold.

Disaggregation of sales–The following table disaggregates the net sales of our Chemicals Segment by place of manufacture (point of origin) and the location of the customer (point of destination), which are the categories that depict how the nature, amount timing and uncertainty of revenue and cash flows are affected by economic factors (as required by ASC 606).

	Three months ended June 30,						Six months ended June 30,
	2017			2018			2017			2018
	(In millions)
Net sales – point of origin::
Germany	$	231.9		$	257.7		$	415.5		$	492.2
United States		208.6			208.9			414.3			405.7
Canada		79.9			82.2			157.8			153.8
Belgium		72.0			68.9			130.1			138.6
Norway		51.3			56.5			98.6			109.6
Eliminations		(202.3	)		(202.4	)		(405.1	)		(397.7	)
Total	$	441.4		$	471.8		$	811.2		$	902.2

Net sales – point of destination:
Europe	$	226.6		$	238.5		$	406.3		$	472.4
North America		138.1			143.6			262.1			270.6
Other		76.7			89.7			142.8			159.2
Total	$	441.4		$	471.8		$	811.2		$	902.2

The following table disaggregates the net sales of our Component Products and Real Estate Management and Development Segments by major product line.

	Three months ended June 30,				Six months ended June 30,
	2017		2018		2017		2018
	(In millions)
Component Products:
Net sales:
Security products	$	26.1	$	27.2	$	52.1	$	51.3
Marine components		4.0		5.2		7.9		9.5
Total	$	30.1	$	32.4		60.0		60.8
Real Estate Management and Development:
Net sales:
Land sales	$	8.4	$	3.8		12.1		9.6
Water delivery		1.4		1.9		2.7		2.8
Utility and other		.5		.3		1.1		.8
Total	$	10.3	$	6.0	$	15.9	$	13.2

~~Defined benefit plans –~~ The components of our net periodic defined benefit pension cost are presented in the table below.

The components of our net periodic other postretirement benefit cost are presented in the table below.

~~Contributions –~~Upon the adoption of ASU 2017-07, Compensation— Retirement Benefits (Topic 715) Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, our net periodic defined benefit pension cost and other postretirement benefit cost, other than the service cost component, is presented as a separate line item (“Other components of net periodic pension and OPEB expense”) in our Condensed Consolidated Statements of Income for all periods presented. See Note 19. We expect to contribute the equivalent of ~~$16.0~~approximately $19.8 million and ~~$1.1~~$1.0 million, respectively, to all of our defined benefit pension plans and other postretirement benefit plans during ~~2017.~~2018.

Insurance recoveries reflect, in part, amounts NL received from certain of its former insurance carriers and relate to the recovery of prior lead pigment and asbestos litigation defense costs incurred by NL. See Note ~~16.~~17.

Infrastructure reimbursement costs relate principally to tax increment reimbursements of our Real Estate Management and Development Segment discussed in Note 7.

In the first quarter of 2018 we sold two parcels of land not used in our operating activities. We sold the first parcel for net proceeds of $18.9 million, and recognized ~~$3.4 million (including $1.4~~a pre-tax gain on the sale of $11.9 million. We were required under our debt agreement with NERT to use a portion of the net proceeds received for the property to pay down our note balance and accordingly we made $2.2 million in ~~the second quarter~~principal payments on our debt, see Note 8. In addition NL sold excess property with a nominal book value for proceeds of 2016) in income related to cash Kronos received in the first six months of 2016 from settlement of a business interruption insurance claim arising in 2014. No additional material amounts are expected to be received with respect to such insurance claim.

	Three months ended June 30,						Six months ended June 30,						Three months ended June 30,						Six months ended June 30,
	2016			2017			2016			2017			2017			2018			2017			2018
	(In millions)												(In millions)
Expected tax benefit, at U.S. federal statutory income tax rate of 35%	$	(2.6	)	$	(39.3	)	$	(13.3	)	$	(25.4	)
Expected tax expense, at U.S. federal statutory income tax rate of 35% in 2017 and 21% in 2018													$	21.9		$	8.8		$	36.6		$	31.2
Incremental net tax on earnings and losses of non-U.S., U.S. and non-tax group companies		.3			37.1			2.7			48.3			37.1			4.9			48.3			9.0
Non-U.S. tax rates		(.6	)		(2.3	)		(.4	)		(4.7	)		(2.3	)		7.9			(4.7	)		14.9
Valuation allowance		2.9			(157.6	)		2.9			(162.6	)		(157.6	)		1.7			(162.6	)		2.0
Adjustment to the reserve for uncertain tax positions, net		.4			.6			.6			1.1			.6			.3			1.1			1.9
Canada – Germany APA														—			—			—			(1.4	)
Nondeductible expenses		.5			.3			.6			.8			.3			.3			.7			.7
Domestic production activities deduction		(.5	)		(1.5	)		(.8	)		(2.1	)		(1.5	)		—			(2.1	)		—
U.S. state income taxes		(.1	)		(4.7	)		(.5	)		(4.7	)
Other, net		(.1	)		—			(.2	)		(.1	)
U.S. state income taxes and other, net														.7			(1.9	)		.6			(.1	)
Income tax expense (benefit)	$	.2		$	(167.4	)	$	(8.4	)	$	(149.4	)	$	(100.8	)	$	22.0		$	(82.2	)	$	58.2

Comprehensive provision for income taxes (benefit) allocable to:
Income tax expense (benefit)	$	.2		$	(167.4	)	$	(8.4	)	$	(149.4	)
Income from continuing operations													$	(100.8	)	$	22.0		$	(82.2	)	$	58.2
Discontinued operations														(66.4	)		(.4	)		(67.2	)		19.8
Retained earnings – change in accounting principle														—			—			—			1.1
Other comprehensive income (loss):
Marketable securities		.4			(.3	)		.2			(.5	)
Currency translation		(1.0	)		16.4			1.8			18.1			16.3			(3.3	)		18.1			(1.9	)
Interest rate swap		(.6	)		(.3	)		(2.7	)		.1
Pension plans		.9			2.2			1.7			3.1			2.2			1.5			3.1			3.0
OPEB plans		(.2	)		(.1	)		(.4	)		(.2	)		(.1	)		(.1	)		(.2	)		(.2	)
Marketable securities														(.4	)		—			(.5	)		—
Interest rate swap														(.3	)		—			.1			—
Total	$	(.3	)	$	(149.5	)	$	(7.8	)	$	(128.8	)	$	(149.5	)	$	19.7		$	(128.8	)	$	80.0

The amount shown in the above table of our income tax rate reconciliation for non-U.S. tax rates represents the result determined by multiplying the pre-tax earnings or losses of each of our non-U.S. subsidiaries by the difference between the applicable statutory income tax rate for each non-U.S. jurisdiction and the U.S. federal statutory tax rate of 35%. in 2017 and 21% in 2018. The amount shown on such table for incremental net tax (benefit) on earnings and losses on non-U.S. and non-tax group companies includes, as applicable, (i) current income taxes (including withholding taxes, if applicable), if any, associated with any current-year earnings of our Chemicals Segment’s non-U.S. subsidiaries to the extent such current-year earnings were distributed to us in the current year, (ii) deferred income taxes (or deferred income tax ~~benefit)~~benefits) associated with the current-year change in the aggregate amount of undistributed earnings of our Chemicals Segment’s Canadian subsidiary ~~which~~and, beginning in 2018, the post-1986 undistributed earnings ~~are not~~of our Chemicals Segment’s European subsidiaries (such post-1986 undistributed earnings were subject to a permanent reinvestment plan in an amount representing the current-year change in the aggregate current income tax that would be generated (including withholding taxes, if applicable) when such aggregate undistributed earnings are distributed to us, (iii)until December 31, 2017), (ii) current U.S. income taxes (or current income tax benefit), including U.S. personal holding company tax, as applicable, attributable to current-year income (losses) of one of Kronos’ non-U.S. subsidiaries, which subsidiary is treated as a dual resident for U.S. income tax purposes, to the extent the current-year income (losses) of such subsidiary is subject to U.S. income tax under the U.S. dual-resident provisions of the Internal Revenue Code, (iv) deferred income taxes associated with our direct investment in Kronos ~~(beginning in the second quarter of 2015)~~ and (v) current and deferred income taxes associated with distributions and earnings from our investment in LandWell and BMI.

~~Kronos~~Our Chemicals Segment has substantial net operating loss (NOL) carryforwards in Germany (the equivalent of ~~$638~~$652 million for German corporate purposes and ~~$71~~$.5 million for German trade tax purposes at December 31, ~~2016)~~2017) and in Belgium (the equivalent of ~~$93~~$50 million for Belgian corporate tax purposes at December 31, ~~2016)~~2017), all of which have an indefinite carryforward period. As a result, we have net deferred income tax assets with respect to these two jurisdictions, primarily related to these NOL carryforwards. The German corporate tax is similar to the U.S. federal income tax, and the German trade tax is similar to the U.S. state income tax. ~~Prior to~~As discussed in the 2017 Annual Report, commencing June 30, 2015, ~~and using all available evidence,~~ we had concluded no deferred income tax asset valuation allowance was required to be recognized with respect to these net deferred income tax assets under the more-likely-than-not recognition criteria, primarily because (i) the carryforwards have an indefinite carryforward period, (ii) we utilized a portion of such carryforwards during the most recent three-year period, and (iii) we expected to utilize the remainder of the carryforwards over the long term. We had also previously indicated that facts and circumstances could change, which might in the future result in the recognition of a valuation allowance against some or all of such deferred income tax assets. However, as of June 30, 2015, and given our operating results during the second quarter of 2015 and our expectations at that time for our operating results for the remainder of 2015, we did not have sufficient positive evidence to overcome the significant negative evidence of having cumulative losses in the most recent twelve consecutive quarters in both our German and Belgian jurisdictions at June 30, 2015 (even considering that the carryforward period of our German and Belgian NOL carryforwards is indefinite, one piece of positive evidence). Accordingly, at June 30, 2015, we

concluded that we were required to recognize a non-cash deferred income tax asset valuation allowance under the more-likely-than-not recognition criteria with respect to our Chemicals Segment’s German and Belgian net deferred income tax assets at such date. We recognized an additional non-cash deferred income tax asset valuation allowance during the second half of 2015 due to losses recognized by our German and Belgian operations during such period. During 2016, we recognized an aggregate $2.2 million non-cash tax benefit as the result of a net decrease in such deferred income tax valuation allowance, as the impact of utilizing a portion of our German NOLs during such period more than offset the impact of additional losses recognized by our Belgian operations during such period. Such valuation allowance aggregated approximately $173 million at December 31, 2016 ($153 million with respect to Germany and $20 million with respect to Belgium). During the first six months of 2017, weKronos recognized an aggregate non-cash deferred income tax benefit of $12.7 million as a result of a net decrease in such deferred income tax asset valuation allowance, due to utilizing a portion of both the German and Belgian ~~NOLs~~NOL during ~~such~~the period, including $7.7 million in the second quarter of 2017. AtAs also discussed in the 2017 Annual Report, at June 30, 2017, we concluded we ~~now have~~had sufficient positive evidence under the more-likely-than-not recognition criteria to support reversal of the entire valuation allowance related to our Chemicals Segment’s German and Belgian operations. As discussed below, a large portion of the remaining valuation allowance is reversed as of June 30, 2017, but a portion of the remaining valuation allowance will be reversed during the second half of 2017. Such sufficient positive evidence at June 30, 2017 includes, among other things, the existence of cumulative profits in the most recent twelve consecutive quarters (Germany) or profitability in recent quarters during which such profitability was trending upward throughout such period (Belgium), the ability to demonstrate future profitability in Germany and Belgium for a sustainable period, and the indefinite carryforward period for the German and Belgian NOLs. Accordingly, our income tax benefit in the second quarter of 2017 includes an aggregate non-cash income tax benefit of $149.9 million related to such reversal at June 30, 2017 ($141.9 million related to Germany, and $8.0 million related to Belgium). Such second quarter 2017 income tax benefit associated with reversal of the German and Belgian valuation allowance excludes the non-cash income tax benefit of $7.7 million, also recognized in the second quarter, as discussed above. In addition to the above amounts, our deferred income tax asset valuation allowance increased by $9.5 million during the first six months of 2017 as a result of changes in currency exchange rates, which was recognized as part of other comprehensive income (loss).

million related to Germany and $8.0 million related to Belgium) relates to our change in judgment at that date regarding the realizability of the related deferred income tax asset as it relates to future years (i.e., 2018 and after). A change in judgment regarding the realizability of deferred tax assets as it relates to the current year is considered in determining the estimated annual effective tax rate for the ~~year. Accordingly,~~year and is recognized throughout the year, including interim periods subsequent to the date of the change in judgment. Accordingly, our income tax benefit in calendar 2017 includes an aggregate ~~$173~~non-cash deferred income tax benefit of $186.7 million related to the reversal of the German and Belgian valuation allowance, comprised of $12.7 million recognized in the first half of 2017 (noted above) related to the utilization of a portion of both the German and Belgian NOLs during such period, $149.9 million related to the portion of the valuation allowance reversed as of June 30, 2017 and $24.1 million recognized in the second half of 2017 related to the utilization of a portion of both the German and Belgian NOLs during such period. Our deferred income tax asset valuation allowance ~~recognized at December 31, 2016, approximately $163~~increased $13.7 million ~~has been reversed through June 30,~~in 2017 and the remaining $20 million (which relates to the expected level of profitability of our German and Belgian operations in calendar 2017) will be reversed during the third and fourth quarters of 2017 (such aggregate reversal amount includes the $9.5 million increase to our deferred income tax asset valuation allowance as a result of changes in currency exchange rates, which increase was recognized as part of other comprehensive income (loss).

As discussed in the 2017 Annual Report, on December 22, 2017, the 2017 Tax Act was enacted into law. This new tax legislation, among other changes, (i) reduced the U.S. Federal corporate income tax rate from 35% to 21% effective January 1, 2018; (ii) implemented a territorial tax system and imposed a one-time repatriation tax (“Transition Tax”) on the deemed repatriation of the post-1986 undistributed earnings of non-U.S. subsidiaries accumulated up through December 31, 2017, regardless of whether such earnings are repatriated; (iii) eliminated U.S. tax on future non-U.S. earnings (subject to certain exceptions); (iv) eliminated the domestic production activities deduction beginning in 2018; (v) eliminated the net operating loss carryback and provides for an indefinite carryforward period subject to an 80% annual usage limitation; (vi) allows for the expensing of certain capital expenditures; (vii) imposed a tax on global intangible low-tax income (“GILTI”) beginning in 2018; (viii) imposed a base erosion anti-abuse tax (“BEAT”) beginning in 2018; and (ix) amended the rules limiting the deduction for business interest expense beginning in 2018. Following the enactment of the 2017 Tax Act, the Securities and Exchange Commission issued Staff Accounting Bulletin (“SAB”) 118 to provide guidance on the accounting and reporting impacts of the 2017 Tax Act. SAB 118 states that companies should account for changes related to the 2017 Tax Act in the period of enactment if all information is available and the accounting can be completed. In situations where companies do not have enough information to complete the accounting in the period of enactment, a company must either 1) record an estimated provisional amount if the impact of the change can be reasonably estimated; or 2) continue to apply the accounting guidance that was in effect immediately prior to the 2017 Tax Act if the impact of the change cannot be reasonably estimated. If estimated provisional amounts are recorded, SAB 118 provides a measurement period of no longer than one year during which companies should adjust those amounts as additional information becomes available in the reporting period within the measurement period in which such adjustment is determined.

Under GAAP, we are required to revalue our net deferred tax liability associated with our U.S. net deductible temporary differences in the period in which the new tax legislation is enacted based on deferred tax balances as of the enactment date, to reflect the effect of such reduction in the corporate income tax rate. Our temporary differences as of December 31, 2017 were not materially different from our temporary differences as of the enactment date, accordingly revaluation of our net taxable temporary differences was based on our net deferred tax as of December 31, 2017. Such revaluation resulted in a provisional non-cash deferred income tax benefit of $77.1 million recognized as of December 31, 2017 in continuing operations, reducing our net deferred income tax liability. The amounts recorded as of December 31, 2017 as a result of the 2017 Tax Act represent estimates based on information currently available. We have not made any additional measurement-period adjustments to the provisional amounts recorded for this item during the first six months of 2018 because we are still waiting on additional guidance that may impact the income tax effects of the new legislation recognized at December 31, 2017. We will complete our accounting for this item within the prescribed measurement period ending December 22, 2018, pursuant to the guidance under SAB 118, and if we determine an adjustment to the provisional amount recognized at December 31, 2017 is required, we will recognize such adjustment in the reporting period within the SAB 118 measurement period in which such adjustment is determined.

Prior to the enactment of the 2017 Tax Act, the undistributed earnings of our European subsidiaries were deemed to be permanently reinvested (we had not made a similar determination with respect to the undistributed earnings of our Canadian subsidiary). Pursuant to the Transition Tax provisions imposing a one-time repatriation tax on post-1986 undistributed earnings, we recognized a provisional current income tax expense of $76.2 million in the fourth quarter of 2017. The amounts recorded as of December 31, 2017 as a result of the 2017 Tax Act represent estimates based on information currently available. We elected to pay such tax over an eight year period beginning in 2018, including approximately $6.1 million which was paid in April 2018 (for the 2017 tax year) and $3.1 million which was paid in June 2018 (for the 2018 tax year). Of the remaining $67.0 million, $64.0 million is recorded as a noncurrent payable to affiliate (income taxes payable to Contran) classified as a noncurrent liability in our Condensed Consolidated Balance Sheet, and $3.0 million is included with our current payable to affiliate (income taxes payable to Contran) classified as a current liability. Such remaining amounts will be paid in quarterly increments over the remainder of the eight year period. We have not made any measurement-period adjustments to the provisional amounts recorded for this item during the first six months of 2018 because no new information became available during the period that required an adjustment. We are continuing to gather information and await further guidance, primarily from the state jurisdictions in which we operate, and given the complexities of these new rules and the long time period over which information about our subsidiaries is needed, further guidance is necessary in order to determine the amount of the Transition Tax, which may impact the amount of the Transition Tax recognized in the fourth

quarter of 2017. We will complete our accounting for this item within the prescribed measurement period ending December 22, 2018, pursuant to the guidance under SAB 118, and if we determine an adjustment to the provisional amount recognized at December 31, 2017 is required, we will recognize such adjustment in the reporting period within the SAB 118 measurement period in which such adjustment is determined.

Prior to the enactment of the 2017 Tax Act the undistributed earnings of our European subsidiaries were deemed to be permanently reinvested (we had not made a similar determination with respect to the undistributed earnings of our Canadian subsidiary). As a result of the implementation of a territorial tax system under the 2017 Tax Act, effective January 1, 2018, and the Transition Tax which in effect taxes the post-1986 undistributed earnings of our non-U.S. subsidiaries accumulated up through December 31, 2017, we determined effective December 31, 2017 that all of the post-1986 undistributed earnings of our European subsidiaries are not permanently reinvested. Accordingly, in the fourth quarter of 2017 we recognized an aggregate provisional non-cash deferred income tax expense of $5.3 million based on our reasonable estimates of the U.S. state and non-U.S. income tax and withholding tax liability attributable to all of such previously-considered permanently reinvested undistributed earnings through December 31, 2017. The amounts recorded as of December 31, 2017 as a result of the 2017 Tax Act represent estimates based on information currently available. We have not made any measurement-period adjustments to the provisional amounts recorded at December 31, 2017 for this item during the first six months of 2018. However, we recorded a provisional non-cash deferred income tax expense of $2.3 million for the estimated U.S. state and non-U.S. income tax and withholding tax liability attributable to the 2018 undistributed earnings of our non-U.S. subsidiaries in the first six months of 2018, including withholding taxes related to the undistributed earnings of our Canadian subsidiary. We are continuing our review of certain other provisions under the 2017 Tax Act and waiting on further guidance primarily from the state jurisdictions in which we operate that may impact our determination of the aggregate temporary differences attributable to our investments in our non-U.S. subsidiaries. We will complete our accounting for this item within the prescribed measurement period ending December 22, 2018, pursuant to the guidance under SAB 118, and if we determine an adjustment to the provisional amount recognized at December 31, 2017 and June 30, 2018 are required, we will recognize such adjustment in the reporting period within the SAB 118 measurement period in which such adjustment is determined.

Under U.S. GAAP, as it relates to the new GILTI tax rules, we are allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factoring such amounts into the measurement of our deferred taxes (the “deferred method”). Our selection of an accounting policy related to the GILTI tax provisions will depend, in part, on analyzing our global income to determine whether we expect to have future U.S. inclusions in taxable income related to GILTI and, if so, what the impact is expected to be. While our future global operations depend on a number of different factors, we do expect to have future U.S. inclusions in taxable income related to GILTI. As such, we performed an analysis of GILTI’s impact on our provision and determined the impact is not material. Because the impact is not material to our tax provision, we have not recorded any adjustments related to potential GILTI tax in our financial statements in the first six months of 2018. Further, we have not made a policy decision regarding whether to record deferred taxes on GILTI or record GILTI tax as a current-period expense when incurred. We will complete our policy election for this item within the prescribed measurement period ending December 22, 2018, pursuant to the guidance under SAB 118 and if we determine such policy election impacts our provision, we will recognize an adjustment in the reporting period within the SAB 118 measurement period in which such adjustment is determined. Similarly, we have evaluated the tax impact of BEAT on our tax provision in the first six months of 2018 and determined that the tax law has no material impact on our tax provision as we have historically not entered into international payments between related parties that are unrelated to cost of goods sold.

The 2017 Tax ~~authorities~~Act amended the rules limiting the deduction for business interest expense beginning in 2018. The limitation applies to all taxpayers and our annual deduction for business interest expense is limited to the sum of our business interest income and 30% of our adjusted taxable income as defined under the 2017 Tax Act. Any business interest expense not allowed as a deduction as a result of the limitation may be carryforward indefinitely and is treated as interest paid in the carryforward year subject to the respective year’s limitation. We have determined that our interest expense for 2018 is limited under these provisions, in part because of the loss we recognized on the sale of WCS for income tax purposes. We have concluded that we are ~~examining certain~~required to recognize a non-cash deferred income tax asset valuation allowance under the more-likely-than-not recognition criteria with respect to a portion of our deferred tax asset attributable to the nondeductible amount of business interest expense carryforward. Consequently, our provision for income taxes in the first six months of 2018 includes a non-cash deferred income tax expense of $7.1 million for the amount of such deferred income tax asset that we have determined does not meet the more-likely-than-not recognition criteria. In accordance with the ASC 740 guidance regarding intra-period allocation of income taxes, $5.1 million of such non-cash deferred income tax expense is classified as part of the income taxes associated with the pre-tax gain we recognized for financial reporting purposes on the sale of WCS which is classified as part of discontinued operations as discussed in Note 3, and the remaining $2.0 million is classified as part of our provision for income taxes attributable to continuing operations. Our estimate of the amount of such non-cash deferred income tax asset valuation allowance we are required to recognize, and the allocation of such valuation allowance between continuing and discontinued operations under the intra-period guidance of ASC 740, can change during the year due to, among other things, changes in our estimate of the amount of business interest expense, business interest income and adjusted taxable income for the current year.

We recognize deferred income taxes with respect to the excess of the financial reporting carrying amount over the income tax basis of our direct investment in Kronos common stock because the exemption under GAAP to avoid such recognition of deferred income taxes is not available to us. At December 31, 2017, we had recognized a deferred income tax liability with respect to our direct investment in Kronos of $157.6 million. There is a maximum amount (or cap) of such deferred income taxes we are required to recognize with respect to our direct investment in Kronos. The maximum amount of such deferred income tax liability we would be required to have recognized (the cap) is $173.0 million. During the first six months of 2018, we recognized a non-cash deferred income tax expense with respect to our direct investment in Kronos of $7.5 million for the increase in the deferred income taxes required to be recognized with respect to the excess of the financial reporting carrying amount over the income tax basis of our direct investment in Kronos common stock, to the extent such increase related to our equity in Kronos’ net income during such period. We recognized a similar non-cash deferred income tax expense of $39.5 million in the first six months of 2017. A portion of the net change with respect to the excess of the financial reporting carrying amount over the income tax basis of our direct investment in Kronos common stock during such periods related to our equity in Kronos’ other comprehensive income (loss) items, and the amounts shown in the table above for income tax expense (benefit) allocated to other comprehensive income (loss) items includes amounts related to our equity in Kronos’ other comprehensive income (loss) items. Due to uncertainties and complexities of the new legislation, we are still evaluating the impact of the one-time deemed repatriation of the post-1986 undistributed earnings of our non-U.S. subsidiaries up through December 31, 2017 as it relates to the income tax basis of our direct investment in Kronos. Our deferred income tax liability with respect to our direct investment in Kronos and the deferred income taxes recognized at December 31, 2017 and June 30, 2018 represents our reasonable estimate and, in accordance with the guidance in SAB 118, such amounts are provisional and subject to adjustment as we obtain additional information and complete our analysis of the impact of the new legislation as it relates to the income tax basis of our direct investment in Kronos. We made no adjustments to the provisional amounts recorded at December 31, 2017 as it relates to the income tax basis of our direct investment in Kronos at such date in the first six months of 2018. We will complete our accounting for these items within the prescribed measurement period ending December 22, 2018, pursuant to the guidance under SAB 118 and if such estimates change, we will recognize an adjustment in the reporting period within the measurement period in which such adjustment is determined.

None of our U.S. and non-U.S. tax returns and have or may propose tax deficiencies, including penalties and interest. Because of the inherent uncertainties involved in settlement initiatives and court and tax proceedings, we cannot guarantee that these matters will be resolved in our favor, and therefore our potential exposure, if any, is also uncertain. We believe we have adequate accruals for additional taxes and related interest expense which could ultimately result from tax examinations. We believe the ultimate disposition of tax examinations should not have a material adverse effect on our consolidated financial position, results of operations or liquidity.are currently under examination. As a result of ~~ongoing~~prior audits in certain jurisdictions, which are now settled, in 2008 Kronos filed Advance Pricing Agreement Requests with the tax authorities in the U.S., Canada and Germany. These requests have been under review with the respective tax authorities since 2008 and prior to 2016, it was uncertain whether an agreement would be reached between the tax authorities and whether weKronos would agree to execute and finalize such agreements. During ~~2016, Contran, as~~ the ~~ultimate parent~~third quarter of ~~our U.S. Consolidated income tax group, executed and finalized an Advance Pricing Agreement with the U.S. Internal Revenue Service and our~~2017, Kronos’ Canadian subsidiary executed and finalized an Advance Pricing Agreement with the Competent Authority for Canada ~~(collectively, the “U.S.-Canada~~(the “Canada-Germany APA”) effective for tax years 2005 - ~~2015. Pursuant to~~2017. During the ~~terms~~first quarter of 2018, Kronos’ German subsidiary executed and finalized the U.S.-Canada APA, the U.S. and Canadian tax authorities agreed to certain prior year changes to taxable income of Kronos’ U.S. and Canadian subsidiaries. As a result of such agreed-upon changes, Kronos’ Canadian subsidiary incurred a cash income tax payment of approximately CAD $3 million (USD $2.3 million) related ~~to the U.S.-Canada APA, but such payment was fully offset by previously provided accruals. We currently expect the~~ Advance Pricing Agreement ~~between Canada and~~with the Competent Authority for Germany ~~(collectively,~~(the “Germany-Canada APA”) effective for tax years 2005 - 2017. In the “Canada-Germany APA”) to be executed and finalized within the next twelve months. We believe we have adequate accruals to cover any cash income tax payment which might result from the finalization of the Canada-Germany APA, and accordingly we do not expect the execution of such APA to have a material adverse effect on our consolidated financial position, results of operations or liquidity.

amount over the income tax basis of our direct investment in Kronos common stock continued to be above such cap. However, at June 30, 2015, the deferred income taxes associated with the excess of the financial reporting carrying amount over the income tax basis of our direct investment in Kronos common stock was, for the first time since the fourth quarter of 2010, below such cap, in large part due to the net loss reported by Kronos in the second quarter of 2015. During the second, third and fourth quarters of 2015,2018, we recognized ~~an aggregate $29.3~~a net $1.4 million non-cash income tax benefit for the reduction in the deferred income taxes required to be recognized with respect to the excess of the financial reporting carrying amount over the income tax basis of our direct investment in Kronos common stock, to the extent such reduction related to ~~our equity in~~an APA tax settlement payment between Kronos’ net loss in 2015. We recognized a non-cash income tax expense of $6.5 million in 2016 (including $3.4 million in the first six months of 2016) for the increase in the deferred income taxes required to be recognized with respect to the excess of the financial reporting carrying amount over the income tax basis of our direct investment in Kronos common stock, to the extent such reduction related to our equity in Kronos’ net income (loss) in such periods. Our provision for income taxes in the first six months of 2017 includes a non-cash income tax expense of $39.5 million for the increase in the deferred income taxes required to be recognized with respect to the excess of the financial reporting carrying amount over the income tax basis of our direct investment in Kronos common stock, to the extent such reduction related to our equity in Kronos’ net income in such period. Such amount is included in the above table of our income tax rate reconciliation for incremental net tax on earningsGerman and losses on non-U.S. and non-tax group companies (in addition to the other items included in such line item in the rate reconciliation, as indicated above). A portion of such increase (decrease) with respect to the excess of the financial reporting carrying amount over the income tax basis of our direct investment in Kronos common stock during 2015, 2016 and 2017 related to our equity in Kronos’ other comprehensive income (loss) items, and the amounts shown in the above table for income tax expense (benefit) allocated to other comprehensive income (loss) includes amounts related to our equity in Kronos’ other comprehensive income (loss) items.

We believe we have adequate accruals for additional taxes and related interest expense which could ultimately result from tax examinations. We believe the ultimate disposition of tax examinations should not have a material adverse effect on our consolidated financial position, results of operations or liquidity. We currently estimate that our unrecognized tax benefits will decrease by approximately ~~$15.0~~$1.8 million during the next twelve months primarily due to certain adjustments to our prior year returns and the expiration of certain statutes of ~~limitations~~.limitations.

Changes in accumulated other comprehensive income (loss) attributable to Valhi stockholders for the three and six months ended June 30, ~~2016~~2017 and ~~2017~~2018 are presented in the table below.

	Three months ended June 30,						Six months ended June 30,						Three months ended June 30,						Six months ended June 30,
	2016			2017			2016			2017			2017			2018			2017			2018
	(In millions)												(In millions)
Accumulated other comprehensive income (loss), net of tax and noncontrolling interest:
Marketable securities:
Balance at beginning of period	$	1.6		$	1.7		$	1.6		$	1.7		$	1.7		$	1.6		$	1.7		$	1.7
Other comprehensive income– unrealized gains arising during the period		.1			—			.1			—
Other comprehensive loss – unrealized losses arising during the period														—			—			—			(.1	)
Balance at end of period	$	1.7		$	1.7		$	1.7		$	1.7		$	1.7		$	1.6		$	1.7		$	1.6
Interest rate swap:
Balance at beginning of period	$	(3.0	)	$	(.8	)	$	(1.3	)	$	(1.2	)	$	(.8	)	$	—		$	(1.2	)	$	—
Other comprehensive income (loss):
Unrealized losses arising during the year		(.8	)		(.5	)		(2.8	)		(.5	)		(.5	)		—			(.5	)		—
Less reclassification adjustment for amounts included in interest expense		.3			.2			.6			.6			.2			—			.6			—
Balance at end of period	$	(3.5	)	$	(1.1	)	$	(3.5	)	$	(1.1	)	$	(1.1	)	$	—		$	(1.1	)	$	—
Currency translation adjustment:
Balance at beginning of period	$	(69.4	)	$	(83.1	)	$	(78.1	)	$	(88.5	)	$	(83.1	)	$	(46.9	)	$	(88.5	)	$	(54.1	)
Other comprehensive income (loss)		(3.0	)		9.3			5.7			14.7			9.3			(16.7	)		14.7			(9.5	)
Balance at end of period	$	(72.4	)	$	(73.8	)	$	(72.4	)	$	(73.8	)	$	(73.8	)	$	(63.6	)	$	(73.8	)	$	(63.6	)
Defined benefit pension plans:
Balance at beginning of period	$	(121.1	)	$	(135.0	)	$	(123.0	)	$	(137.0	)	$	(135.0	)	$	(127.1	)	$	(137.0	)	$	(129.0	)
Other comprehensive income— amortization of prior service cost and net losses included in net periodic pension cost		1.8			.6			3.7			2.6			.6			1.9			2.6			3.8
Balance at end of period	$	(119.3	)	$	(134.4	)	$	(119.3	)	$	(134.4	)	$	(134.4	)	$	(125.2	)	$	(134.4	)	$	(125.2	)
OPEB plans:
Balance at beginning of period	$	3.5		$	2.9		$	3.8		$	3.1		$	2.9		$	2.2		$	3.1		$	2.4
Other comprehensive loss – amortization of prior service credit		(.2	)		(.2	)		(.5	)		(.4	)		(.2	)		(.2	)		(.4	)		(.4	)
Balance at end of period	$	3.3		$	2.7		$	3.3		$	2.7		$	2.7		$	2.0		$	2.7		$	2.0
Total accumulated other comprehensive income (loss):
Balance at beginning of period	$	(188.4	)	$	(214.3	)	$	(197.0	)	$	(221.9	)	$	(214.3	)	$	(170.2	)	$	(221.9	)	$	(179.0	)
Other comprehensive income (loss)		(1.8	)		9.4			6.8			17.0			9.4			(15.0	)		17.0			(6.2	)
Balance at end of period	$	(190.2	)	$	(204.9	)	$	(190.2	)	$	(204.9	)	$	(204.9	)	$	(185.2	)	$	(204.9	)	$	(185.2	)

See Note 1112 for amounts related to our defined benefit pension plans and OPEB ~~plans and Note 17 for a discussion of our interest rate swap contract.~~plans.

NL’s former operations included the manufacture of lead pigments for use in paint and lead-based paint. NL, other former manufacturers of lead pigments for use in paint and lead-based paint (together, the “former pigment manufacturers”), and the Lead Industries Association ~~(“LIA”)~~(LIA), which discontinued business operations in 2002, have been named as defendants in various legal proceedings seeking damages for personal injury, property damage and governmental expenditures allegedly caused by the use of lead-based paints. Certain of these actions have been filed by or on behalf of states, counties, cities or their public housing authorities and school districts, and certain others have been asserted as class actions. These lawsuits seek recovery under a variety of theories, including public and private nuisance, negligent product design, negligent failure to warn, strict liability, breach of warranty, conspiracy/concert of action, aiding and abetting, enterprise liability, market share or risk contribution liability, intentional tort, fraud and misrepresentation, violations of state consumer protection statutes, supplier negligence and similar claims.

The plaintiffs in these actions generally seek to impose on the defendants responsibility for lead paint abatement and health concerns associated with the use of lead-based paints, including damages for personal injury, contribution and/or indemnification for medical expenses, medical monitoring expenses and costs for educational programs. To the extent the plaintiffs seek compensatory or punitive damages in these actions, such damages are generally unspecified. In some cases, the damages are unspecified pursuant to the requirements of applicable state law. A number of cases are inactive or have been dismissed or withdrawn. Most of the remaining cases are in various pre-trial stages. Some are on appeal following dismissal or summary judgment rulings or a trial verdict in favor of either the defendants or the plaintiffs.

~~NL believes~~We believe that these actions are without merit, and ~~NL intends~~we intend to continue to deny all allegations of wrongdoing and liability and to defend against all actions vigorously. ~~NL does~~Other than with respect to the Santa Clara case discussed below, we do not believe it is probable that ~~it has~~we have incurred any liability with respect to all of the lead pigment litigation cases to which ~~NL is~~we are a party, and with respect to all such lead pigment litigation cases to which we are a party, other than with respect to the Santa Clara case discussed below, we believe liability to us that may result, if any, in this regard cannot be reasonably estimated, because:

NL has never settled any of the market share, intentional tort, fraud, nuisance, supplier negligence, breach of warranty, conspiracy, misrepresentation, aiding and abetting, enterprise liability, or statutory cases (subject to the final outcome of the Santa Clara case discussed below),

no final, non-appealable adverse verdicts have ever been entered against NL (subject to the final outcome of the Santa Clara case discussed below), and

NL has never ultimately been found liable with respect to any such litigation matters, including over 100 cases over a twenty-year period for which ~~NL was~~we were previously a party and for which ~~NL has~~we have been dismissed without any finding of liability.

Accordingly, ~~neither~~other than with respect to the Santa Clara case discussed below, we ~~nor NL~~ have not accrued any amounts for any of the pending lead pigment and lead-based paint litigation cases filed by or on behalf of states, counties, cities or their public housing authorities and school districts, or those asserted as class ~~actions. In addition,~~actions and we have determined that liability to us which may result, if any, cannot be reasonably estimated at this time because there is no prior history of a loss of this nature on which an estimate could be made and there is no substantive information available upon which an estimate could be based.

In one of these lead pigment cases, in April 2000 NL was served with a complaint in County of Santa Clara v. Atlantic Richfield Company, et ~~al.~~ al~~(Superior~~, (Superior Court of the State of California, County of Santa Clara, Case No. 1-00-CV-788657) brought by a number of California government entities against ~~the~~ former lead pigment manufacturers, the LIA and certain paint manufacturers. The County of Santa Clara sought to recover compensatory damages for funds the plaintiffs ~~have~~had expended or would in the future expend for medical treatment, educational expenses, abatement or other costs due to exposure to, or potential exposure to, lead paint, disgorgement of profit, and punitive damages. In July 2003, the trial judge granted defendants’ motion to dismiss all remaining claims. Plaintiffs appealed and the intermediate appellate court reinstated public nuisance, negligence, strict liability, and fraud claims in March 2006. A fourth amended complaint was filed in March 2011 on behalf of The People of California by the County Attorneys of Alameda, Ventura, Solano, San Mateo, Los Angeles and Santa Clara, and the City Attorneys of San Francisco, San Diego and Oakland. That complaint alleged that the presence of lead paint created a public nuisance in each of the prosecuting jurisdictions and sought its abatement. In July and August 2013, the case was tried. In January 2014, the ~~Judge~~judge issued a judgment finding NL, The Sherwin Williams Company and ConAgra Grocery Products Company jointly and severally liable for the abatement of lead paint in pre-1980 homes, and ordered the defendants to pay an aggregate $1.15 billion to the people of the State of California to fund such abatement. The trial court’s judgment also found that to the extent any abatement funds remained unspent after four years, such funds were to be returned to the defendants. In February 2014, NL filed a motion for a new trial, and in March 2014 the trial court denied

the motion. Subsequently in March 2014, weNL filed a notice of appeal with the Sixth District Court of Appeal for the State of ~~California and~~California. On November 14, 2017, the ~~appeal is proceeding with the appellate court. The California~~ Sixth District Court of Appeal issued its opinion, upholding the trial court’s judgment, except that it reversed the portion of the judgment requiring abatement of homes built between 1951 and 1980 which significantly reduced the number of homes subject to the abatement order. In addition, the appellate court ordered the case be remanded to the trial court to recalculate the amount of the abatement fund, to limit it to the amount necessary to cover the cost of investigating and remediating pre-1951 homes, and to hold an evidentiary hearing to appoint a suitable receiver. In addition, the appellate court found that NL and the other defendants had the right to seek recovery from liable parties that contributed to a hazardous condition at a particular property. Subsequently, we and the other defendants filed a Petition with the California Supreme Court seeking its review of a number of issues. On February 14, 2018, the California Supreme Court denied such petition. In July 2018, NL and the other defendants filed appeals with the U.S. Supreme Court, seeking its review of two federal issues in the trial court’s original judgment. Review by the U.S. Supreme Court is discretionary, and there can be no assurance that the U.S. Supreme Court would agree to hear any such appeal, or if they would agree to hear any such appeal, that the U.S. Supreme Court would rule in favor of us and the other defendants.

Under such remand ordered by the appellate court, the trial court would among other things, (i) recalculate the amount of the abatement fund, excluding remediation of homes built between 1951 and 1980, (ii) hold an evidentiary hearing to appoint a suitable receiver for the abatement fund and (iii) enter an order setting forth its rulings on these issues. NL believes any party will have a right to appeal any of these new decisions to be made by the trial court from the remand of the case. Several uncertainties exist with respect to the new decisions to be made by the trial court from the remand of the case, including the following:

The appellate court has remanded the case back to the trial court to recalculate the total amount of the abatement, limiting the abatement to pre-1951 homes. In this regard, NL and the other defendants have filed a brief with the trial court proposing a recalculated maximum abatement fund amount of no more than $409 million and plaintiffs have filed a brief proposing an abatement fund amount of $730 million, and the trial court has scheduled a case-management hearing regarding the recalculated abatement fund amount for August 17, 2018;

The appellate court upheld NL’s and the other defendants’ right to seek contribution from other liable parties (e.g. property owners who have violated the applicable housing code) on ~~August 24, 2017~~a house-by-house basis. The method by which the ~~oral argument~~trial court would undertake to determine such house-by-house responsibility, and the outcome of such a house-by-house determination, is not presently known;

Participation in any abatement program by each homeowner is voluntary, and each homeowner would need to consent to allowing someone to come into the ~~appeal~~home to undertake any inspection and abatement, as well as consent to the nature, timing and extent of any abatement. The original trial court’s judgment unrealistically assumed 100% participation by the affected homeowners. Actual participation rates are likely to be less than 100% (the ultimate extent of participation is not presently known);

The remedy ordered by the trial court is an abatement fund. The trial court ordered that any funds unspent after four years are to be returned to the defendants (this provision of the ~~lower~~trial court’s original judgment was not overturned by the appellate court). As noted above, the actual number of homes which would participate in any abatement, and the nature, timing and extent of any such abatement, is not presently known; and

NL and the other two defendants are jointly and severally liable for the abatement, and we do not believe any individual defendant would be 100% responsible for the cost of any abatement.

In May 2018, NL and the plaintiffs entered into a settlement agreement pursuant to which, as supplemented, the plaintiffs would be paid an aggregate of $80 million, in return for which we would be dismissed from the case with prejudice and all pending and future claims, causes of action, cross-complaints, actions or proceedings against us and our affiliates for indemnity, contribution, reimbursement or declaratory relief in respect to the case would be barred, discharged and enjoined as a matter of applicable law. Of such $80 million, $65 million would be paid by NL and $15 million would be provided by one of NL’s former insurance carriers that has previously placed such amount on deposit with the trial court ~~decision.~~in satisfaction of potential liability such former carrier might have with respect to the case under certain insurance policies we had with such former carrier. Of such $65 million which would be paid by us, $45 million would be paid upon the trial court’s approval of the terms of the settlement, and the remaining $20 million would be paid in five annual installments beginning four years from such approval ($6 million for the first installment, $5 million for the second installment and $3 million for each of the third, fourth and fifth installments). The settlement agreement is subject to a number of conditions including the trial court’s approval of the terms of the settlement (which trial court approval includes a determination that such settlement agreement meets the standards for a “good faith” settlement under applicable California law). The other defendants have filed motions with the trial court objecting to the terms of the settlement. NL believes ~~that this judgment is inconsistent with~~the settlement agreement satisfies the standards for a “good faith” settlement under applicable California ~~law and is unsupported by the evidence, and we will defend vigorously against all claims.~~

The Santa Clara case is unusual in that this is the second time that an adverse verdict in the lead pigment litigation has been entered against NL (the first adverse verdict against NLus was ultimately overturned on appeal). WeGiven the appellate court’s November 2017 ruling, and the denial of an appeal by the California Supreme Court, we have concluded that the likelihood of a loss in this case has ~~not~~ reached a standard of “probable” as contemplated by ASC ~~450, given (i) the substantive, substantial and meritorious grounds on which the adverse verdict in the Santa Clara case will be appealed, (ii) the uniqueness~~450. With all of the ~~Santa Clara verdict (i.e. no final, non-appealable verdicts have ever been rendered against NL, or any~~uncertainties that exist with respect to the new decisions to be made by the trial court from the remand of the ~~other former lead pigment manufacturers, based on~~case, as noted above, we had previously concluded that the ~~public nuisance theory~~amount of liability or otherwise), and (iii) the rejection of the public nuisance theory of liability as it relates to lead pigment matters in many other jurisdictions (no jurisdiction in which a plaintiff has asserted a public nuisance theory of liability has ever successfully been upheld). In addition, liability that may result, if any, cannot

such loss could not be reasonably estimated (nor could a range of loss be reasonably estimated). However, the terms of the settlement agreement entered into by NL and the plaintiffs in May 2018, as ~~NL continues~~supplemented, provides evidence that the amount of the loss to us can now be reasonably estimated. For financial reporting purposes, we discounted the five payments aggregating $20 million to be paid in installments to their estimated net present value, using a discount rate of 3.0% per annum. Such net present value is $17 million. Accordingly, in the second quarter of 2018 we recognized a net $62 million pre-tax charge with respect to this matter ($45 million for the amount to be paid by us upon the trial court’s approval of the terms of the settlement and $17 million for the net present value of the five payments aggregating $20 million to be paid by us in installments beginning four years from such approval), representing the net amount we would pay in full settlement of our liability under the terms of the proposed settlement agreement. For purposes of our condensed consolidated balance sheet, we have ~~no basis on which an estimate of liability could be made, as discussed above. However, as with any legal proceeding, there is no assurance~~presented the aggregate $45 million that ~~any appeal~~ would be ~~successful, and it is reasonably possible, based on~~paid to the ~~outcome~~plaintiffs upon the trial court’s approval of the ~~appeals process,~~terms of the settlement and the $15 million that ~~NL may~~would be paid to the plaintiffs from the amount placed on deposit with the trial court by one of NL’s former insurance carriers as a current liability, $17 million for the net present value of the five payments aggregating $20 million to be paid by us in installments beginning four years from such approval as a noncurrent liability and the ~~future incur some liability resulting in~~$15 million portion of such aggregate $80 million undiscounted amount which would be funded from the ~~recognition~~amount placed on deposit with the trial court by one of our former insurance carriers as a ~~loss contingency accrual that could have a material adverse impact on our results of operations, financial position~~current insurance recovery receivable. See Notes 4, 9 and ~~liquidity.~~10.

New cases may continue to be filed against NL. We cannot assure you that we will not incur liability in the future in respect of any of the pending or possible litigation in view of the inherent uncertainties involved in court and jury rulings. In the future, if new information regarding such matters becomes available to us (such as a final, non-appealable adverse verdict against us or otherwise ultimately being found liable with respect to such matters), at that time we would consider such information in evaluating any remaining cases then-pending against us as to whether it might then have become probable we have incurred liability with respect to these matters, and whether such liability, if any, could have become reasonably estimable. The resolution of any of these cases could result in the recognition of a loss contingency accrual that could have a material adverse impact on our net income for the interim or annual period during which such liability is recognized and a material adverse impact on our consolidated financial condition and liquidity.

Our operations are governed by various environmental laws and regulations. Certain of our businesses are and have been engaged in the handling, manufacture or use of substances or compounds that may be considered toxic or hazardous within the meaning of applicable environmental laws and regulations. As with other companies engaged in similar businesses, certain of our past and current operations and products have the potential to cause environmental or other damage. We have implemented and continue to implement various policies and programs in an effort to minimize these risks. Our policy is to maintain compliance with applicable environmental laws and regulations at all of our plants and to strive to improve environmental performance. From time to time, we may be subject to environmental regulatory enforcement under U.S. and non-U.S. statutes, the resolution of which typically involves the establishment of compliance programs. It is possible that future developments, such as stricter requirements of environmental laws and enforcement policies, could adversely affect our production, handling, use, storage, transportation, sale or disposal of such substances. We believe that all of our facilities are in substantial compliance with applicable environmental laws.

Certain properties and facilities used in NL’s former operations, including divested primary and secondary lead smelters and former mining locations, are the subject of civil litigation, administrative proceedings or investigations arising under federal and state environmental laws and common law. Additionally, in connection with past operating practices, we are currently involved as a defendant, potentially responsible party (“PRP”) or both, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act (“CERCLA”), and similar state laws in various governmental and private actions associated with waste disposal sites, mining locations, and facilities that we or our predecessors, our subsidiaries or their predecessors currently or previously owned, operated or used, certain of which are on the United States Environmental Protection Agency’s (“EPA”) Superfund National Priorities List or similar state lists. These proceedings seek cleanup costs, damages for personal injury or property damage and/or damages for injury to natural resources. Certain of these proceedings involve claims for substantial amounts. Although we may be jointly and severally liable for these costs, in most cases we are only one of a number of PRPs who may also be jointly and severally liable, and among whom costs may be shared or allocated. In addition, we are occasionally named as a party in a number of personal injury lawsuits filed in various jurisdictions alleging claims related to environmental conditions alleged to have resulted from our operations.

Obligations associated with environmental remediation and related matters are difficult to assess and estimate for numerous reasons including the:

complexity and differing interpretations of governmental regulations,

number of PRPs and their ability or willingness to fund such allocation of costs,

financial capabilities of the PRPs and the allocation of costs among them,

•

~~number~~solvency of ~~years of investigatory, remedial and monitoring activity required,~~other PRPs,

multiplicity of possible solutions,

number of years of investigatory, remedial and monitoring activity required,

uncertainty over the extent, if any, to which our former operations might have contributed to the conditions allegedly giving rise to such personal injury, property damage, natural resource and related claims, and

number of years between former operations and notice of claims and lack of information and documents about the former operations.

In addition, the imposition of more stringent standards or requirements under environmental laws or regulations, new developments or changes regarding site cleanup costs or the allocation of costs among PRPs, solvency of other PRPs, the results of future testing and analysis undertaken with respect to certain sites or a determination that we are potentially responsible for the release of hazardous substances at other sites, could cause our expenditures to exceed our current estimates. We cannot assure you that actual costs will not exceed accrued amounts or the upper end of the range for sites for which estimates have been made, and we cannot assure you that costs will not be incurred for sites where no estimates presently can be made. Further, additional environmental and related matters may arise in the future. If we were to incur any future liability, this could have a material adverse effect on our consolidated financial statements, results of operations and liquidity.

We record liabilities related to environmental remediation and related matters (including costs associated with damages for personal injury or property damage and/or damages for injury to natural resources) when estimated future expenditures are probable and reasonably estimable. We adjust such accruals as further information becomes available to us or as circumstances change. Unless the amounts and timing of such estimated future expenditures are fixed and reasonably determinable, we generally do not discount estimated future expenditures to their present value due to the uncertainty of the timing of the payout. We recognize recoveries of costs from other parties, if any, as assets when their receipt is deemed probable. At December 31, ~~2016~~2017 we had not recognized any material receivables and at June 30, ~~2017,~~2018, we have recognized $15.0 million of receivables for recoveries ~~were not significant.~~related to the California case discussed above.

We do not know and cannot estimate the exact time frame over which we will make payments for our accrued environmental and related costs. The timing of payments depends upon a number of factors, including but not limited to the timing of the actual remediation process; which in turn depends on factors outside of our control. At each balance sheet date, we estimate the amount of our accrued environmental and related costs which we expect to pay within the next twelve months, and we classify this estimate as a current liability. We classify the remaining accrued environmental costs as a noncurrent liability.

The table below presents a summary of the activity in our accrued environmental costs during the first six months of ~~2017 are presented below.~~2018.

NL – On a quarterly basis, NL evaluates the potential range of its liability for environmental remediation and related costs at sites where it has been named as a PRP or defendant. At June 30, ~~2017,~~2018, NL had accrued approximately ~~$119~~$115 million related to approximately 4138 sites associated with remediation and related matters that it believes are at the present time and/or in their current phase reasonably estimable. The upper end of the range of reasonably possible costs to NL for remediation and related matters for which we believe it is possible to estimate costs is approximately ~~$161~~$145 million, including the amount currently accrued.

NL believes that it is not reasonably possible to estimate the range of costs for certain sites. At June 30, ~~2017,~~2018, there were approximately 5 sites for which NL is not currently able to estimate a range of costs. For these sites, generally the investigation is in the early stages, and NL is unable to determine whether or not NL actually had any association with the site, the nature of its responsibility, if any, for the contamination at the site and the extent of contamination at and cost to remediate the site. The timing and

availability of information on these sites is dependent on events outside of our control, such as when the party alleging liability provides information to us. At certain of these previously inactive sites, NL has received general and special notices of liability from the EPA and/or state agencies alleging that NL, sometimes with other PRPs, are liable for past and future costs of remediating

environmental contamination allegedly caused by former operations. These notifications may assert that NL, along with any other alleged PRPs, are liable for past and/or future clean-up costs. As further information becomes available to us for any of these sites which would allow us to estimate a range of costs, we would at that time adjust our accruals. Any such adjustment could result in the recognition of an accrual that would have a material effect on our consolidated financial statements, results of operations and liquidity.

~~WCS –~~ Effective December 2015, WCS entered an Agreed Order with the TCEQ with regard to the disposition of certain U.S. Department of Energy (“DOE”) waste currently stored at the WCS facility. WCS entered into the Agreed Order as the licensee of the storage facility, and DOE entered into a similar order with the TCEQ as the owner of the waste. WCS asserts that the alleged violations set forth in the orders are due to the acts and omissions of DOE and its contractor. WCS expects to work with TCEQ and DOE to develop a compliance plan regarding the stored waste. While the cost of the compliance plan is not currently estimable, the amount of such compliance costs could be material. On October 21, 2015 the U.S. Nuclear Regulatory Commission (“NRC”) Office of Investigations commenced an investigation of WCS’s handling of the DOE waste described above. WCS cooperated fully, and the matter was concluded with no formal demands or claims by the NRC. WCS believes the DOE or its contractor is required to reimburse WCS for its cost to comply with the Agreed Order and the NRC investigationunder the terms of the storage contract and pursuant to law, and as such we believe the cost of compliance with the Agreed Order and the NRC investigation should not have a material effect on our consolidated financial condition, results of operations or liquidity. DOE has generally paid for the costs to comply. On April 28, 2016 WCS filed with the DOE an administrative claim under the Federal Tort Claims Act related to this matter.

Other – We have also accrued approximately $5.9 million at June 30, ~~2017~~2018 for other environmental cleanup matters.

We are involved in certain legal proceedings with a number of our former insurance carriers regarding the nature and extent of the carriers’ obligations to us under insurance policies with respect to certain lead pigment and asbestos lawsuits. The issue of whether insurance coverage for defense costs or indemnity or both will be found to exist for our lead pigment and asbestos litigation depends upon a variety of factors and we cannot assure you that such insurance coverage will be available.

We have agreements with certain of our former insurance carriers pursuant to which the carriers reimburse us for a portion of our future lead pigment litigation defense costs, and one such carrier reimburses us for a portion of our future asbestos litigation defense costs. We are not able to determine how much we will ultimately recover from these carriers for defense costs incurred by us because of certain issues that arise regarding which defense costs qualify for reimbursement. While we continue to seek additional insurance recoveries, we do not know if we will be successful in obtaining reimbursement for either defense costs or indemnity. Accordingly, we recognize insurance recoveries in income only when receipt of the recovery is probable and we are able to reasonably estimate the amount of the recovery.

For additional discussion of certain litigation involving NL and certain of its former insurance carriers, please refer to our ~~2016~~2017 Annual Report.

NL—– NL has been named as a defendant in various lawsuits in several jurisdictions, alleging personal injuries as a result of occupational exposure primarily to products manufactured by our former operations containing asbestos, silica and/or mixed dust. In addition, some plaintiffs allege exposure to asbestos from working in various facilities previously owned and/or operated by NL. There are ~~101~~110 of these types of cases pending, involving a total of approximately ~~586~~583 plaintiffs. In addition, the claims of approximately ~~8,687~~8,676 plaintiffs have been administratively dismissed or placed on the inactive docket in Ohio courts. We do not expect these claims will be re-opened unless the plaintiffs meet the courts’ medical criteria for asbestos-related claims. We have not accrued any amounts for this litigation because of the uncertainty of liability and inability to reasonably estimate the liability, if any. To date, we have not been adjudicated liable in any of these matters. Based on information available to us, including:

facts concerning historical operations,

the rate of new claims,

the number of claims from which we have been dismissed, and

our prior experience in the defense of these matters,

We believe that the range of reasonably possible outcomes of these matters will be consistent with our historical costs (which are not material). Furthermore, we do not expect any reasonably possible outcome would involve amounts material to our consolidated financial position, results of operations or liquidity. We have sought and will continue to vigorously seek, dismissal and/or a finding of no liability from each claim. In addition, from time to time, we have received notices regarding asbestos or silica claims purporting to

be brought against former subsidiaries, including notices provided to insurers with which we have entered into settlements extinguishing certain insurance policies. These insurers may seek indemnification from us.

Kronos— In March 2013, Kronos was served with the complaint, Los Gatos Mercantile, Inc. d/b/a Los Gatos Ace Hardware, et al v. E.I. Du Pont de Nemours and Company, et al. (United States District Court, for the Northern District of California, Case No. 3:13-cv-01180-SI). The defendants include ~~Kronos,~~us, E.I. Du Pont de Nemours & Company, Huntsman International LLC and Millennium Inorganic Chemicals, Inc. As amended by plaintiffs’ third amended complaint (Harrison, Jan, et al v. E.I. Du Pont de Nemours and Company, et al), plaintiffs seek to represent a class consisting of indirect purchasers of titanium dioxide in the states of Arizona, Arkansas, California, the District of Columbia, Florida, Iowa, Kansas, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, New Hampshire, New Mexico, New York, North Carolina, Oregon and Tennessee that indirectly purchased titanium dioxide from one or more of the defendants on or after March 1, 2002. The complaint alleges that the defendants conspired

and combined to fix, raise, maintain, and stabilize the price at which titanium dioxide was sold in the United States and engaged in other anticompetitive conduct. ~~The case is now proceeding~~In December 2017, the Court preliminarily approved a settlement agreement with the class plaintiffs. In January 2018, without admitting any fault or wrongdoing, Kronos paid an immaterial amount in full settlement of this matter. We expect final approval of the settlement in the ~~trial court. We believe the action is without merit, will deny all allegations~~second half of wrongdoing and liability and intend to defend against the action vigorously. Based on our quarterly status evaluation of this case, we have determined that it is not reasonably possible that a loss that is material has been incurred in this case.2018.

In September 2016, Kronos was served with the complaint, Home Depot U.S.A., Inc. v. E.I. ~~Dupont~~DuPont Nemours and Company, et al. (United States District Court, for the Northern District of California, Case No. 3:16-cv-04865). The defendants include ~~Kronos,~~us, E.I. Du Pont de Nemours & Company, Huntsman International LLC and Millennium Inorganic Chemicals, Inc. The plaintiff alleges that it indirectly purchased titanium dioxide from one or more of the defendants on or after March 1, 2002. The complaint alleges that the defendants conspired and combined to fix, raise, maintain, and stabilize the price at which titanium dioxide was sold in the United States and engaged in other anticompetitive conduct. ~~The case is now proceeding~~In June 2018, without admitting any fault or wrongdoing Kronos entered into a settlement agreement with the plaintiff and paid an immaterial amount in the trial court. We believe the action is without merit, will deny all allegations of wrongdoing and liability and intend to defend against the action vigorously. Based on our quarterly status evaluationfull settlement of this ~~case, we have determined that it is not reasonably possible that a loss has been incurred in this case.~~

~~For a description of the anti-trust action filed by the United States Department of Justice with respect to the sales of WCS, see Note 3.~~matter.

Other—In addition to the litigation described above, we and our affiliates are involved in various other environmental, contractual, product liability, patent (or intellectual property), employment and other claims and disputes incidental to our present and former businesses. In certain cases, we have insurance coverage for these items, although we do not expect any additional material insurance coverage for our environmental claims.

We currently believe that the disposition of all of these various other claims and disputes (including asbestos-related claims), individually or in the aggregate, should not have a material adverse effect on our consolidated financial position, results of operations or liquidity beyond the accruals already provided.

The following table summarizes the valuation of our marketable securities, financial instruments and other items recorded on a fair value basis as of:

	Fair Value Measurements											Fair Value Measurements
	Total			Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Total		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(In millions)											(In millions)
Asset (liability)
December 31, 2016:
Asset											Asset
December 31, 2017:											December 31, 2017:
Marketable securities:											Marketable securities:
Current	$	4.4		$	—	$	4.4		$	—	Current	$	3.0	$	—	$	3.0	$	—
Noncurrent		253.5			.6		2.9			250.0	Noncurrent		255.7		1.3		4.4		250.0
Interest rate swap		(3.1	)		—		(3.1	)		—
June 30, 2017:
June 30, 2018:											June 30, 2018:
Marketable securities:											Marketable securities:
Current	$	.8		$	—	$	.8		$	—	Current	$	1.6	$	—	$	1.6	$	—
Noncurrent		257.2			2.5		4.7			250.0	Noncurrent		256.8		3.8		3.0		250.0
Interest rate swap		(2.8	)		—		(2.8	)		—

See Note 6 for information on how we determine fair value of our noncurrent marketable securities.

Certain of our sales generated by Chemicals Segment’s non-U.S. operations are denominated in U.S. dollars. Our Chemicals Segment periodically uses currency forward contracts to manage a very nominal portion of currency exchange rate risk associated with trade receivables denominated in a currency other than the holder’s functional currency or similar exchange rate risk associated with future sales. Derivatives that we use are primarily currency forward contracts and interest rate swaps. We have not entered into these contracts for trading or speculative purposes in the past, nor do we currently anticipate entering into such contracts for trading or speculative purposes in the future. Derivatives used to hedge forecasted transactions and specific cash flows associated with financial assets and liabilities denominated in currencies other than the U.S. dollar and which meet the criteria for hedge accounting are designated as cash flow hedges. Consequently, the effective portion of gains and losses is deferred as a component of accumulated other comprehensive income (loss) and is recognized in earnings at the time the hedged item affects earnings. Contracts that do not meet the criteria for hedge accounting are marked-to-market at each balance sheet date with any resulting gain or loss recognized in income currently as part of net currency ~~transactions gains and losses.~~transactions. The fair value of the currency forward contracts is determined using Level 1 inputs based on the currency spot forward rates quoted by banks or currency dealers.

~~At December 31, 2016~~ During 2017 and ~~June 30, 2017,~~the first six months of 2018, Kronos had no currency forward contracts outstanding. ~~We did not use hedge accounting for any of our contracts to the extent we held such contracts in 2016.~~

Interest rate swap contract - ~~As part of our interest rate risk management strategy, in August 2015 Kronos entered into~~See the 2017 Annual Report for a pay-fixed/receive-variable interest rate swap contract with Wells Fargo Bank, N.A. to minimize its exposure to volatility in LIBOR as it relates to Kronos' forecasted outstanding variable-rate indebtedness. Under this interest rate swap, Kronos will pay a fixed rate of 2.016% per annum, payable quarterly, and receive a variable rate of three-month LIBOR (subject to a 1.00% floor), also payable quarterly, in each case based on the notional amount of the swap then outstanding. The effective date of the swap contract was September 30, 2015. The notional amount of the swap started at $344.75 million and declines by $875,000 each quarter beginning December 31, 2015, with a final maturity of the swap contract in February 2020. ~~The notional amount of the swap as of June 30, 2017 was $338.6 million.~~ This swap contract has been designated as a cash flow hedge and qualified as an effective hedge at inception under ASC Topic 815. The effective portion of changes in fair value on this interest rate swap is recorded as a component of other comprehensive income (loss), net of deferred income taxes and noncontrolling interest. Commencing in the fourth quarter of 2015, as interest expense accrues on LIBOR-based variable rate debt, we classify the amount we pay under the pay-fixed leg of the swap and the amount we receive under the receive-variable leg of the swap as part of interest expense, with the net effect that the amount of interest expense we recognize on our LIBOR-based variable rate debt each quarter, as it relates to the notional amount of the swap outstanding each quarter, will be based on a fixed rate of 2.016% per annum in lieu of the level of LIBOR prevailing during the quarter. The amount of hedge ineffectiveness, if any, related to the swap will be recorded in earnings (also as part of interest expense). Since the inception of the swap through June 30, 2017, there have been no gains or losses recognized in earnings representing hedge ineffectiveness with respect to the interest rate swap.

During the first six months of June 30, 2017, the pretax amount recognized in other comprehensive income (loss) related to the interest rate swap contract was a $1.4 million gain. During the same period, $1.6 million was reclassified from accumulated other comprehensive income (loss) into earnings (interest expense). During the next twelve months the amount of the June 30, 2017 accumulated other comprehensive income (loss) balance that is expected to be reclassified to interest expense is $2.4 million pre-tax.

~~The fair value~~discussion of the interest rate swap ~~contract at June 30, 2017~~Kronos had entered into in August 2015, and which was ~~a $2.8 million liability including $2.0 million recognized as part of accounts payable and accrued liabilities and $.8 million recognized as part of other noncurrent liabilities~~voluntarily terminated in our Condensed Consolidated Balance Sheet. See Notes 9 and 10. The fair value of the interest rate swap was estimated by a third party using inputs that are observable or that can be corroborated by observable market data such as interest rate yield curves, and therefore, is classified within Level 2 of the valuation hierarchy.September 2017.

The following table presents the financial instruments that are not carried at fair value but which require fair value disclosure:

	December 31, 2016				June 30, 2017				December 31, 2017				June 30, 2018
	Carrying amount		Fair value		Carrying amount		Fair value		Carrying amount		Fair value		Carrying amount		Fair value
	(In millions)								(In millions)
Cash, cash equivalents and restricted cash equivalents	$	191.0	$	191.0	$	267.0	$	267.0	$	461.7	$	461.7	$	577.9	$	577.9
Deferred payment obligation		9.0		9.0		9.2		9.2		9.3		9.3		9.4		9.4
Long-term debt (excluding capitalized leases):
Kronos term loan		335.9		334.6		334.9		340.3
Kronos Senior Notes										471.1		495.1		458.6		449.3
Snake River Sugar Company fixed rate loans		250.0		250.0		250.0		250.0		250.0		250.0		250.0		250.0
WCS fixed rate debt		64.0		64.0		63.1		63.1
Valhi credit facility with Contran		278.9		278.9		282.7		282.7		284.3		284.3		320.6		320.6
Kronos North American credit facility		—		—		16.3		16.3
Tremont promissory note payable		14.5		14.5		14.5		14.5		13.1		13.1		10.9		10.9
BMI bank note payable		8.4		8.5		—		—		18.8		19.7		18.0		18.9
BMI loan agreement		—		—		18.7		19.7
LandWell note payable to the City of Henderson		2.9		2.9		2.7		2.7		2.5		2.5		2.3		2.3

At ~~December 31, 2016 and~~ June 30, ~~2017,~~2018, the estimated market price of Kronos’ ~~term loan~~Senior Notes was ~~$983~~€965 per ~~$1,000~~€1,000 principal ~~amount and $1,005 per $1,000 principal amount, respectively.~~amount. The fair value of Kronos’ ~~term loan~~Senior Notes was based on quoted market prices; however, these quoted market prices represent Level 2 inputs because the markets in which the term loan trades were not active. The fair value of our fixed-rate nonrecourse loans from Snake River Sugar Company is based upon the $250 million redemption price of our investment in Amalgamated, which collateralizes the nonrecourse loans (this is a Level 3 input). The fair value of variable interest rate debt and other fixed-rate debt, which represents Level 2 inputs, is deemed to approximate carrying values. See Note 8. Due to their near-term maturities, the carrying amounts of accounts receivable and accounts payable are considered equivalent to fair value. See Notes 4 and 9.

Note ~~18—~~19—Recent accounting ~~pronouncements not yet adopted:~~pronouncements:

~~In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)~~Adopted

On January 1, 2018, we adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This standard replaces existing revenue recognition guidance, which in many cases was tailored for specific industries, with a uniform accounting standard applicable to all industries and transactions. The new standard, as amended, is currently effective for us beginning with the first quarter of 2018. Entities may elect to adopt ASU No. 2014-09 retrospectively for all periods for all contracts ~~and transactions~~ which ~~occurred during the period (with a few exceptions for practical expediency) or retrospectively with a cumulative effect recognized~~were not completed as of the date of adoption. ASU No. 2014-09 is a fundamental rewriting of existing GAAP with respect to revenue recognition, and we are still evaluating the effect the Standard will have on our Condensed Consolidated Financial Statements. We currently expect to adopt the standard in the first quarter ofJanuary 1, 2018 using the modified retrospective ~~approach~~method. Prior to ~~adoption. Generally~~adoption of this standard, we recorded sales ~~within~~of our Chemicals and Component Products Segments ~~involve single~~when our products were shipped and title and other risks and rewards of ownership had passed to our customer, which was generally at the time of shipment (although in some instances shipping terms were FOB destination point, for which we did not recognize revenue until the product was received by our customer). Following adoption of this standard, we will record sales of our Chemicals and Component Products Segments when we satisfy our performance ~~obligations~~obligation to ~~ship goods pursuant~~our customers by transferring control of our products to ~~customer purchase orders without further underlying contracts,~~them, which we have determined is at the same point in time as when we would have recognized revenue prior to adoption of this new standard. Accordingly, the adoption of Topic 606 as of January 1, 2018 did not have a material impact on our consolidated financial statements as it relates to sales of our Chemicals and ~~as such~~Component Products Segments, and we ~~expect~~believe adoption of this standard will have a minimal effect on our revenues ~~from these segments.~~ of our Chemicals and Component Products Segments on an ongoing basis. See Note 11.

Revenues from our ~~Waste Management and~~ Real Estate Management and Development ~~Segments~~Segment are generally under long-term ~~contract~~contracts. We collect certain fees from builders when the builder sells a home to a customer which we previously recognized when received and now

beginning on January 1, 2018 we recognize these fees as revenue at the time we sell the parcels to the builder versus our previous practice which did not recognize revenue until the homes were sold. Accordingly, upon adoption of ASU 2014-09, such fees we collect from builders when the builder sells a home to a customer are now estimated at the time we sell a parcel to a builder, and such fees are part of the revenue we recognize over time using cost based input methods for our retail land sales in the ~~process~~case of ~~evaluating~~ the ~~impact~~home participation fee or over the time the homes in the parcel are sold in the case of the marketing fee. Under the transition requirements for adopting this ASU, we recognized the cumulative amount of such revenue that we would have recognized through December 31, 2017, had we recognized such builder fees under this new accounting method ($6.1 million, or $2.7 million, net of applicable income taxes and noncontrolling interest), as a direct increase in our retained earnings as of January 1, 2018. A portion of such builder fees are expected to be collected more than twelve months from the balance sheet date, and such amounts are classified as a noncurrent asset (Land contract receivables), see Note 7. In addition to recognizing such $6.1 million receivable, we recognized a contract asset of $8.8 million and an offsetting liability for deferred revenue of $8.8 million upon the adoption of this ASU for the estimated amount of such builder fees which we expect to receive from future home sales by the builders, which builder fees are not yet recognizable as revenue (and a portion of such contract asset is also classified as a noncurrent receivable along with an equal amount of noncurrent deferred revenue). Had we recognized revenue in 2018 on the ~~revenues of these two segments. We are~~same basis we did in 2017, our land sales revenue would have been lower by $.1 million and higher by $.2 million in the ~~process~~second quarter and first six months of ~~evaluating the additional disclosure requirements across all segments.~~2018, respectively.

InOn January ~~2016, the FASB issued~~1, 2018, we adopted ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which addresses certain aspects related to the recognition, measurement, presentation and disclosure of financial instruments. The ASU requires equity investments (except for those accounted for under the equity method of accounting or those that result in the consolidation of the investee) to generally be measured at fair value with changes in fair value recognized in net ~~income.~~income (previously, changes in fair value of such securities were recognized in other comprehensive income). The amendment also requires a number of other changes, including among others: simplifying the impairment assessment for equity instruments without readily determinable fair values; eliminating the requirement for public business entities to disclose methods and assumptions used to determine fair value for financial instruments measured at amortized cost; requiring an exit price notion when measuring the fair value of financial instruments for disclosure purposes; and requiring separate presentation of financial assets and liabilities by measurement category and form of asset. ~~The changes indicated above will be effective for us beginning in~~We adopted the ~~first quarter of 2018, with prospective application required, and early adoption is not permitted.~~new standard prospectively. The most significant aspect of adopting this ASU ~~will be~~is the requirement to recognize changes in fair value of our available-for-sale marketable equity securities in net ~~income (currently changes in fair value of such securities are recognized in other comprehensive income).~~

~~In February 2016, the FASB issued ASU 2016-02,~~ ~~Leases (Topic 842)~~, which is a comprehensive rewriting of the lease accounting guidance which aims to increase comparability and transparency with regard to lease transactions. The primary change will be the recognition of lease assets for the right-of–use of the underlying asset and lease liabilities for the obligation to make payments by lessees on the balance sheet for leases currently classified as operating leases. The ASU also requires increased qualitative disclosure about leases in addition to quantitative disclosures currently required. Companies are required to use a modified retrospective approach to adoption with a practical expedient which will allow companies to continue to account for existing leases under the prior guidance unless a lease is modified, other than the requirement to recognize the right-of-use asset and lease liability for all operating leases. The changes indicated above will be effective for us beginning in the first quarter of 2019, with early adoption permitted. We are currently in the process of assessing all of our current leases across all of our segments. We have not yet evaluated the effect this ASU will have on our Condensed Consolidated Financial Statements, but given the material amount of our future minimum payments under non-cancellable operating leases atincome. At December 31, ~~2016 discussed in Note 18 to~~2017, our ~~2016 Annual Report, we expect to recognize a material right-of-use lease asset and lease liability upon adoption~~portfolio of ~~the ASU.~~

~~In January 2017, the FASB issued ASU 2017-04,~~ ~~Intangibles~~— ~~Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment, which aims to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Previously, Step~~ 2 measured a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Instead, under the new ASU, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and a goodwill impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. In no circumstances would the loss recognized exceed the total amount of goodwill allocated to that reporting unit. The changes indicated above will be effective for us beginning in 2020 (our annual impairment tests are completed in the third quarter), with prospective application required, and early adoption is permitted. We domarketable equity securities was not believe the application of ASU 2017-04 will have a material effect on our Condensed Consolidated Financial Statements and we plan to early adopt this ASU beginning with our current year goodwill impairment tests.

In March 2017, the FASB issued ASU 2017-07, Compensation— Retirement Benefits (Topic 715) Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires that the service cost component of net periodic defined benefit pension and OPEB cost be reported in the same line item as other compensation costs for applicable employees incurred during the period. Other components of such net benefit cost are required to be presented in the income statement separately from the service cost component, and below income from operations (if such a subtotal is presented). These other net benefit cost components must be disclosed either on the face of the financial statements or in the notes to the financial statements. In addition only the service cost component is eligible for capitalization in assets where applicable (inventory or internally constructed fixed assets for example). ~~The~~We adopted the amendments in ASU 2017-06 ~~are effective for us~~ beginning ~~with~~ in the first quarter of 2018, ~~early adoption as of the beginning of an annual period is permitted,~~with retrospective presentation ~~is required for~~in our Condensed Consolidated Statements of Income. We began applying ASU 2017-07 prospectively beginning on January 1, 2018 as it relates to the ~~income statement presentation of the service cost component and other components of net benefit cost, and prospective application is required for the~~ capitalization ~~in assets~~ of the service cost component of net benefit ~~cost.~~cost into assets (primarily inventory). We ~~expect~~are availing ourselves of the practical expedient that permits us to ~~adopt this ASU in the first quarter of 2018. We currently include a substantial portion~~use amounts we previously disclosed as components of our net periodic defined benefit pension and OPEB cost for periods prior to the adoption of this ASU as the estimation basis for applying the retrospective presentation requirements. As a result we have reclassified $2.6 million and $1.7 million previously classified as part of ~~compensation expense~~cost of sales and selling, general and administrative expenses, respectively, for the second quarter 2017 and $5.2 million and $3.2 million for the first six months of 2017, to “Other components of net periodic pension and OPEB cost” in our Condensed Consolidated Statement of Income. See Note 12.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which is ~~capitalized into inventory,~~a comprehensive rewriting of the lease accounting guidance which aims to increase comparability and ~~we do not present~~transparency with regard to lease transactions. The primary change will be the recognition of lease assets for the right-of-use of the underlying asset and lease liabilities for the obligation to make payments by lessees on the balance sheet for leases currently classified as operating leases. The ASU also requires increased qualitative disclosure about leases in addition to quantitative disclosures currently required. Companies are currently required to use a ~~subtotal~~modified retrospective approach to adoption with a practical expedient which will allow companies to continue to account for ~~income from operations. A substantial portion~~existing leases under the prior guidance unless a lease is modified, other than the requirement to recognize the right-of-use asset and lease liability for all operating leases. The changes indicated above will be effective for us beginning in the first quarter of 2019, with early adoption permitted. We expect to adopt ASU 2016-02 beginning in the first quarter of 2019. We are in the process of assessing all of our ~~net periodic OPEB cost is~~current leases. We have not ~~capitalized into assets, and~~yet evaluated the ~~service cost component of~~effect this ASU will have on our ~~net periodic OPEB cost is not material. Accordingly, adoption of this standard will change~~Consolidated Financial Statements, but given the

material amount of our ~~aggregate compensation cost capitalized~~future minimum payments under non-cancellable operating leases at December 31, 2017 discussed in ~~inventory, mostly as it relates~~Note 18 to our ~~defined benefit pension plans. As disclosed in Note 11 to our 2016~~2017 Annual Report, we expect to recognize a material right-of-use lease asset and lease liability upon adoption of the ~~service cost~~ASU. This ASU permits companies to elect certain practical expedients upon adoption, and at adoption we expect to elect such practical expedients related to, among other things, lease classification (in which existing leases classified as operating leases under current GAAP would be classified as an operating lease under the new ASU, and existing leases classified as a capital lease under current GAAP would be classified as a finance lease under the new ASU), nonlease components (in which nonlease components associated with a lease and paid by us to the lessor, such as property taxes, insurance and maintenance, would be treated as a lease component ~~represented approximately $9.9 million~~and considered part of ~~our total net periodic defined benefit pension costs~~minimum lease rent payments), and short-term leases (in which leases with an original term of ~~$22.9 million~~12 months or less would be excluded from the recognition requirements of the new ASU). In addition, in ~~2016.~~July 2018 FASB issued ASU 2018-11, Leases (Topic 842), which amends the transition guidance in ASU 2016-02 to provide for an additional transition method, under which a company would recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, and prior period financial statements would not be restated. We expect to elect this new transition method upon adoption.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We are primarily a holding company. We operate through our wholly-owned and ~~our~~ majority-owned subsidiaries, including NL Industries, Inc., Kronos Worldwide, Inc., CompX International Inc., ~~Waste Control Specialists LLC (“WCS”),~~ Tremont LLC, Basic Management, Inc. (“BMI”) and ~~The~~the LandWell Company (“LandWell”). Kronos (NYSE: KRO), NL (NYSE: NL), and CompX (NYSE ~~MKT:~~American: CIX) each file periodic reports with the ~~Securities~~SEC.

On January 26, 2018 we completed the sale of our Waste Management Segment to JFL-WCS Partners, LLC ("JFL Partners"), an entity sponsored by certain investment affiliates of J.F. Lehman & Company, for consideration consisting of the assumption of all of WCS' third-party indebtedness and ~~Exchange Commission (“SEC”).~~other liabilities, accordingly the results of operations of our Waste Management Segment is reflected as discontinued operations in our Consolidated Statements of Operations for all periods presented. We recognized a pre-tax gain of approximately $58 million on the transaction in the first quarter of 2018 because the carrying value of the liabilities of the business assumed by the purchaser exceeded the carrying value of the assets sold at the time of sale in large part due to a long-lived asset impairment of $170.6 million recognized with respect to the Waste Management Segment in the second quarter of 2017. Such pre-tax gain is classified as part of discontinued operations. Our Waste Management Segment, which operated in the low-level radioactive, hazardous, toxic and other waste disposal industry historically struggled to generate sufficient recurring disposal volumes to generate positive operating results or cash flows. We believe the sale will enable us to focus more effort on continuing to develop our remaining segments which we believe have greater opportunity for higher returns. See Note 3 to our Condensed Consolidated Financial Statements.

•

Chemicals—Our chemicals segment is operated through our majority control of Kronos. Kronos is a leading global producer and marketer of value-added titanium dioxide pigments (“TiO₂”). TiO₂ is used to impart whiteness, brightness, opacity and durability to a wide variety of products, including paints, plastics, paper, fibers and ceramics. Additionally, TiO₂is a critical component of everyday applications, such as coatings, plastics and paper, as well as many specialty products such as inks, foods and cosmetics.

Component ~~Products—~~ Products—We operate in the component products industry through our majority control of CompX. CompX is a leading manufacturer of security products used in the recreational transportation, postal, office and institutional furniture, cabinetry, tool storage, healthcare and a variety of other industries. CompX is also a leading manufacturer of stainless steel exhaust systems, gauges, throttle controls and trim tabs for the recreational marine ~~and other non-marine industries.~~

Real Estate Management and Development—We operate in real estate management and development through our majority control of BMI and LandWell. BMI provides utility services to certain industrial and municipal customers and owns real property in Henderson, Nevada. LandWell is engaged in efforts to develop certain land holdings for commercial, industrial and residential purposes in Henderson, Nevada.

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Statements in this Quarterly Report that are not historical facts are forward-looking in nature and represent management’s beliefs and assumptions based on currently available information. In some cases, you can identify forward-looking statements by the use of words such as “believes,” “intends,” “may,” “should,” “could,” “anticipates,” “expects” or comparable terminology, or by discussions of strategies or trends. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we do not know if these expectations will be correct. Such statements by their nature involve substantial risks and uncertainties that could significantly impact expected results. Actual future results could differ materially from those predicted. The factors that could cause actual future results to differ materially from those described herein are the risks and uncertainties discussed in this Quarterly Report and those described from time to time in our other filings with the SEC include, but are not limited to, the following:

Future supply and demand for our products;

The extent of the dependence of certain of our businesses on certain market sectors;

•

The cyclicality of certain of our businesses (such as Kronos’ TiO₂ operations);

Customer and producer inventory levels;

•

Unexpected or earlier-than-expected industry capacity expansion (such as the TiO₂ industry);

Changes in raw material and other operating costs (such as ore, zinc, brass, aluminum, steel and energy costs) and our ability to pass those costs on to our customers or offset them with reductions in other operating costs;

Changes in the availability of raw materials (such as ore);

•

General global economic and political conditions (such as changes in the level of gross domestic product in various regions of the world and the impact of such changes on demand for, among other things, TiO₂and component products);

Competitive products and prices and substitute products, including increased competition from low-cost manufacturing sources (such as China);

Possible disruption of our business or increases in the cost of doing business resulting from terrorist activities or global conflicts;

Customer and competitor strategies;

Potential difficulties in integrating future acquisitions;

Potential difficulties in upgrading or implementing new accounting and manufacturing software systems (such as the Chemicals Segment’s new enterprise resource planning system);

Potential consolidation of our competitors;

Potential consolidation of our customers;

The impact of pricing and production decisions;

Competitive technology positions;

The introduction of trade barriers;

The ability of our subsidiaries to pay us dividends;

The impact of current or future government regulations (including employee healthcare benefit related regulations);

Uncertainties associated with new product development and the development of new product features;

Fluctuations in currency exchange rates (such as changes in the exchange rate between the U.S. dollar and each of the euro, the Norwegian krone and the Canadian dollar) or possible disruptions to our business resulting from potential instability resulting from uncertainties associated with the euro or other currencies;

Operating interruptions (including, but not limited to, labor disputes, leaks, natural disasters, fires, explosions, unscheduled or unplanned downtime, transportation interruptions and ~~cyber attacks)~~cyber-attacks);

Decisions to sell operating assets other than in the ordinary course of business;

The timing and amounts of insurance recoveries;

Our ability to renew, amend, refinance or establish credit facilities;

Our ability to maintain sufficient liquidity;

The ultimate outcome of income tax audits, tax settlement initiatives or other tax ~~matters;~~matters, including future tax reform;

Our ultimate ability to utilize income tax attributes, the benefits of which may or may not presently have been recognized under the more-likely-than-not recognition criteria;

Environmental matters (such as those requiring compliance with emission and discharge standards for existing and new facilities, or new developments regarding environmental remediation at sites related to our former operations);

Government laws and regulations and possible changes therein (such as changes in government regulations which might impose various obligations on former manufacturers of lead pigment and lead-based paint, including NL, with respect to asserted health concerns associated with the use of such products);

The ultimate resolution of pending litigation (such as NL’s lead pigment litigation, environmental and other litigation and Kronos’ class action litigation);

Our ability to comply with covenants contained in our revolving bank credit facilities;

Our ability to complete and comply with the conditions of our licenses and permits;

•

~~The impact of our inability to complete the previously reported sale of WCS;~~Changes in real estate values and construction costs in Henderson, Nevada;

Water levels in Lake Mead; and

Possible future litigation.

Should one or more of these risks materialize (or the consequences of such development worsen), or should the underlying assumptions prove incorrect, actual results could differ materially from those currently forecasted or expected. We disclaim any intention or obligation to update or revise any forward-looking statement whether as a result of changes in information, future events or otherwise.

In an effort to provide investors with additional information regarding our results of operations as determined by accounting principles generally accepted in the United States of America (“GAAP”), we have disclosed certain non-GAAP information, which we believe provides useful information to investors:

Quarter Ended June 30, ~~2017~~2018 Compared to the Quarter Ended June 30, ~~2016—~~2017 —

~~Net~~We reported net income from continuing operations attributable to Valhi stockholders ~~was $8.8~~of $11.3 million or $.03 per diluted share in the second quarter of ~~2017~~2018 compared to ~~net loss attributable to Valhi stockholders of $8.5~~$117.0 million or ~~$.02~~$.35 per diluted share in the second quarter of ~~2016.~~2017. As discussed more fully ~~discussed~~ below, our net income from continuing operations attributable to Valhi stockholders ~~increased~~decreased from ~~2016~~2017 to ~~2017~~2018 primarily due to the net effects of:

higher operating income from our Chemicals Segment in 2018 compared to 2017;

a pre-tax litigation settlement expense of $62.0 million recognized in the second quarter of 2018;

a non-cash deferred income tax benefit of $157.6 million in 2017 as a result of a decrease in our deferred income tax asset valuation allowance related to our Chemicals Segment’s German and Belgian operations; and

~~a $4 million termination fee in 2017~~higher litigation fees and related ~~to the termination of the agreement to sell our Waste Management Segment; and~~

Our diluted net income from continuing operations per share in 2018 includes a charge of $.12 per share related to the litigation settlement expense recognized in the second quarter. Our diluted net income from continuing operations per share in 2017 ~~includes:~~

Six Months Ended June 30, ~~2017~~2018 Compared to the Six Months Ended June 30, ~~2016~~2017 —

~~Net~~We reported net income from continuing operations attributable to Valhi stockholders ~~was $21.5~~of $63.0 million or ~~$.06~~$.18 per diluted share in the first six months of ~~2017~~2018 compared to ~~a net loss attributable to Valhi stockholders of $28.0~~$131.4 million or ~~$.08~~$.38 per diluted share in the first six months of ~~2016.~~2017. As discussed more fully ~~discussed~~ below, our net income from continuing operations attributable to Valhi stockholders ~~increased~~decreased from ~~2016~~2017 to ~~2017 primarily due to the net effects of:~~

~~Our diluted income per share in 2016 includes a charge of $.01 per diluted share related to the contract related intangible asset impairment.~~

~~We currently expect to report higher net income attributable to Valhi stockholders for 2017 as compared to 2016~~2018 primarily due to the net effects of:

higher operating income from our Chemicals Segment in ~~2017 as~~2018 compared to an operating loss in 2016, principally as a result of expected higher average selling prices in 2017 as compared to 2016 and to a lesser extent from the favorable effects of anticipated higher production volumes in 2017;

a pre-tax litigation settlement expense of $62.0 million recognized in the second quarter of 2018;

recognition of a gain on sale of land of $12.5 million in 2018;

a non-cash deferred income tax benefit of $162.6 million in 2017 as a result of a decrease in our deferred income tax asset valuation allowance related to our Chemicals Segment’s German and Belgian operations; and

higher litigation fees and environmental and related expenses in 2018.

a gain of $.03 per share related to the ~~impairment~~sale of land not used in our operations; and

a charge of $.12 per share related to the litigation settlement expense recognized in the second quarter.

Our diluted net income from continuing operations per share in 2017 includes a non-cash deferred income tax benefit of $.28 per share as a result of the ~~long-lived assets~~net decrease in our deferred income tax asset valuation allowances associated with our German and Belgian operations.

We currently expect to report higher consolidated operating income for 2018 as compared to 2017 primarily due to the net effects of:

higher operating income from our Chemicals Segment in 2018, principally as a result of ~~our Waste Management Segment~~expected higher average selling prices in 2018 as compared to 2017; and

higher ~~general~~operating income from our Real Estate Management and ~~administrative expenses~~Development Segment in 2018 as we anticipate increased land development activities.

However, we currently expect to report lower net income from continuing operations attributable to Valhi stockholders for 2018 as compared to 2017, primarily because the favorable impact of higher expected operating income in 2018 would be more than offset by the favorable impact of the aggregate net income tax benefit we recognized in 2017 ~~related to~~(mostly in the ~~now terminated agreement to sell our Waste Management Segment.~~second, third and fourth quarters of 2017, as discussed in the 2017 Annual Report) and the litigation settlement expense recognized in the second quarter of 2018.

We consider TiO₂ to be a “quality of life” product, with demand affected by gross domestic product, or GDP, and overall economic conditions in our markets located in various regions of the world. Over the long-term, we expect demand for TiO₂ will grow by 2% to 3% per year, consistent with our expectations for the long-term growth in GDP. However, even if we and our competitors maintain consistent shares of the worldwide market, demand for TiO₂ in any interim or annual period may not change in the same proportion as the change in GDP, in part due to relative changes in the TiO₂ inventory levels of our customers. We believe that our customers’ inventory levels are influenced in part by their expectations for future changes in market TiO₂ selling prices as well as their expectations for future availability of product. Although certain of our TiO₂grades are considered specialty pigments, the majority of our grades and substantially all of our production are considered commodity pigment products, with price and availability being the most significant competitive factors along with quality and customer service.

•

our TiO₂ sales and production volumes,

•

TiO₂ selling prices,

~~- 32 -~~manufacturing costs, particularly raw materials such as third-party feedstock ore, maintenance and energy-related expenses, and

•

~~manufacturing costs, particularly raw materials such as third-party feedstock ore, maintenance and energy-related expenses, and~~

currency exchange rates (particularly the exchange rate for the U.S. dollar relative to the euro, the Norwegian krone and the Canadian dollar).

Our Chemicals Segment’s key performance indicators are our TiO₂ average selling prices, our level of TiO₂ sales and production volumes, and the cost of our third-party feedstock ore. TiO₂selling prices generally follow industry trends and prices will increase or decrease generally as a result of competitive market pressures.

- 37 -

Three months ended
June 30,

Six months ended
June 30,

2016

2017

% Change

2016

2017

% Change

(Dollars in millions)

Net sales
$
356.0

$
441.4

24
%

$
674.5

$
811.2

20
%
Cost of sales

301.0

312.1

4

579.5

578.9

—

Gross margin
$
55.0

$
129.3

135

$
95.0

$
232.3

145

Operating income (loss)
$
12.7

$
73.0

477

$
15.7

$
128.0

716

Percent of net sales:

Cost of sales

85
%

71
%

86
%

71
%

Gross margin

15

29

14

29

Operating income (loss)

4

17

2

16

Ti0₂ operating statistics:

Sales volumes*

149

157

6
%

287

300

5
%
Production volumes*

131

141

8

262

286

9

Percent change in net sales:

Ti0₂ product pricing

20
%

19
%
Ti0₂ sales volumes

6

5

Ti0₂ product mix

—

(2
)
Changes in currency exchange rates

(2
)

(2
)
Total

24
%

20
%

*	~~Thousands of metric tons~~

	Three months ended June 30,									Six months ended June 30,
	2017			2018			% Change			2017			2018		% Change

Net sales	$	441.4		$	471.8			7	%	$	811.2		$	902.2		11	%
Cost of sales		309.6			300.5			(3	)		573.8			556.6		(3	)
Gross margin	$	131.8		$	171.3			30		$	237.4		$	345.6		46
Operating income	$	77.2		$	123.6			60		$	136.3		$	234.2		72
Percent of net sales:
Cost of sales		70	%		64	%					71	%		62
Gross margin		30			36						29			38
Operating income		18			26						17			26
TiO₂ operating statistics:
Sales volumes*		157			137			(12	)%		300			262		(13	)%
Production volumes*		141			136			(4	)		286			269		(6	)
Percent change in net sales:
TiO₂ product pricing								20	%							23	%
TiO₂ sales volumes								(12	)							(13	)
TiO₂ product mix								(6	)							(5	)
Changes in currency exchange rates								5								6
Total								7	%							11	%

~~Current~~ *Thousands of metric tons

Industry ~~Conditions~~ conditions and 2018 overview – Due to the successful implementation of previously-announced price increases, average selling prices ~~began to rise in the second quarter of 2016~~rose throughout 2017 and ~~have continued to rise through~~ the first half of ~~2017.~~2018. Our Chemicals Segment’s average TiO₂ selling prices inat the ~~second quarter~~end of 2017 were ~~20%~~27% higher ~~as compared to~~than at the ~~second quarter~~end of ~~2016, and our~~2016. Our Chemicals Segment’s average selling prices at the end of the second quarter of ~~2017~~2018 were 8%4% higher than at the end of 2017, with most of such increase occurring in the first ~~quarter of 2017, and were 12% higher than at the end of 2016, with higher~~quarter. Higher prices in ~~all major markets. Kronos experienced higher sales volumes in~~ the European, North American and export markets were partially offset by lower prices in Latin America (attributable to changes in customer mix). Our Chemicals Segment’s experienced lower sales volumes in all major markets in the first half of ~~2017~~2018 as compared to the record sales volumes achieved in the same period of ~~2016, partially offset by lower volumes in the Latin American market.~~2017.

~~Kronos~~Our Chemicals Segment’s operated its production facilities at overall average capacity utilization rates of ~~100% in the first six months of 2017 compared to approximately~~ 96% in the first six months of ~~2016.~~2018 compared to full practical capacity utilization rates in the first six months of 2017. The table below lists our comparative quarterly capacity utilization rates.

	Production Capacity Utilization Rates		Production Capacity Utilization Rates
	2016	2017	2017	2018
First quarter	97%	100%	100%	95%
Second quarter	95%	100%	100%	97%

~~Throughout 2016, we experienced moderation~~Due to a moderate rise in the cost of ~~TiO~~₂third-party feedstock ore we procured ~~from third parties. Our cost of sales per metric ton of TiO~~₂ ~~sold declined throughout 2016~~in 2017 and ~~into~~ the first ~~six months~~half of ~~2017 primarily due to the moderation in the cost of TiO~~₂~~feedstock ore in 2016. Consequently,~~2018, our Chemicals Segment’s cost of sales per metric ton of TiO₂ sold in the first six months of ~~2017~~2018 was ~~lower than our cost of sales per metric ton of TiO~~₂ ~~sold in~~higher as compared to the first six months of ~~2016~~2017 (excluding the effect of changes in currency exchange rates).

Net sales – Our Chemicals Segment’s net sales in the second quarter of ~~2017~~2018 increased ~~24%~~7%, or ~~$85.3~~$30.4 million, compared to the second quarter of ~~2016~~2017 primarily due to the ~~favorable effects~~net effect of a 20% increase in average TiO₂ selling prices (which increased net sales by approximately ~~$71~~$88 million) and a ~~6% increase~~12% decrease in sales volumes (which ~~increased~~decreased net sales by approximately ~~$21~~$53 million). TiO₂ selling prices will increase or decrease generally as a result of competitive market pressures, changes in the relative level of supply and demand as well as changes in raw material and other manufacturing costs.

Our Chemicals Segment’s sales volumes ~~increased 6%~~decreased 12% in the second quarter of ~~2017~~2018 as compared to the record second quarter sales volumes of ~~2016~~2017 primarily due to lower sales in the European and export markets reflecting the effects of product availability issues during the quarter as well as reduced customer shipments as customer inventory levels returned to more normal levels especially in European and export markets, partially offset by higher sales in the North American ~~and European markets, partially offset by lower sales in the Latin American~~ market. ~~Our sales volumes in the second quarter of 2017 set a new overall record for a second quarter.~~ In addition to the impact of changes in average TiO₂ selling prices and sales volumes, we estimate that changes in currency exchange rates (primarily the euro) ~~decreased~~increased our Chemicals Segment’s net sales by approximately $8$22 million as compared to the second quarter of ~~2016.~~2017.

Our Chemicals Segment’s net sales in the first six months of ~~2017~~2018 increased ~~20%~~11%, or ~~$136.7~~$91.0 million, compared to the first six months of ~~2016~~2017 primarily due to the ~~favorable effects~~net effect of a ~~19%~~23% increase in average TiO₂ selling prices (which increased net sales by

approximately ~~$128~~$187 million) and a ~~5% increase~~13% decrease in sales volumes (which ~~increased~~decreased net sales by approximately ~~$34~~$105 million). TiO₂ selling prices will increase or decrease generally as a result of competitive market pressures, changes in the relative level of supply and demand as well as changes in raw material and other manufacturing costs.

Our Chemicals Segment’s sales volumes ~~increased 5%~~decreased 13% in the first six months of ~~2017~~2018 as compared to the record first six months of ~~2016~~2017 primarily due to ~~higher sales in the North American and export markets, partially offset by~~ lower sales in all major markets resulting from a controlled ramp-up in January 2018 as we brought the ~~Latin American market. Our sales~~second phase of our new global enterprise resource planning system online, and inventory management to assure adequate supply to our customers during the spring and summer necessitated by the lower production volumes in the first ~~half~~three months of ~~2017 set a new overall record for a first-six-month period.~~the year (as discussed below), as well as the impact of product availability and customer inventory level changes in the second quarter discussed above. In addition to the impact of changes in average TiO₂ selling prices and sales volumes, we estimate that changes in currency exchange rates ~~decreased~~increased our Chemicals Segment’s net sales by approximately ~~$15~~$53 million as compared to the first six months of ~~2016.~~2017.

Cost of Sales and Gross Margin – —Our Chemicals Segment’s cost of sales ~~increased 4%~~decreased 3% in the second quarter of ~~2017~~2018 compared to the second quarter of ~~2016~~2017 due to the net ~~impact~~effect of a ~~6% increase~~12% decrease in sales volumes, ~~efficiencies related to an 8% increase~~a 4% decrease in TiO₂ production volumes, ~~lower~~higher raw materials and other production costs of approximately $1$23 million (primarily caused by higher third-party feedstock ore costs) and currency fluctuations (primarily the euro). The decrease in TiO₂ production volumes in the second quarter of 2018 compared to the production volumes in the second quarter of 2017 was primarily due to the timing of scheduled maintenance at certain facilities in 2018. Our Chemicals Segment’s cost of sales as a percentage of net sales decreased to ~~71%~~64% in the second quarter of ~~2017~~2018 compared to ~~85%~~70% in the same period of ~~2016 primarily due to~~2017 as the favorable impact of higher average selling prices more than offset the unfavorable effects related to lower production volumes and ~~to a lesser extent lower~~higher raw materials and other production costs, as discussed above.

Our Chemicals Segment’s gross margin as a percentage of net sales increased to 36% in the second quarter of 2018 compared to 30% in the second quarter of 2017. As discussed and ~~efficiencies related~~quantified above, our Chemicals Segment’s gross margin increased primarily due to the net effect of higher average selling prices, lower sales and production ~~volumes.~~volumes and higher raw materials and other production costs.

Our Chemicals Segment’s cost of sales ~~was flat~~decreased 3% in the first six months of ~~2017~~2018 compared to the same period in ~~2016~~2017 primarily due to the net impact of a ~~5% increase~~13% decrease in sales volumes, ~~efficiencies related to a 9% increase~~6% decrease in TiO₂production volumes, ~~lower~~higher raw materials and other production costs of approximately ~~$14~~$35 million (primarily caused by higher third-party feedstock ore costs) and currency fluctuations (primarily the euro). The decrease in TiO₂ production volumes in the first six months of 2018 compared to the production volumes in the first six months of 2017 was primarily due to the timing of scheduled maintenance at certain facilities in 2018 as well as the implementation of a productivity-enhancing improvement project at our Chemicals Segment’s Belgian facility in the first quarter of 2018. Our Chemicals Segment’s cost of sales as a percentage of net sales decreased to ~~71%~~62% in the first six months of ~~2017~~2018 compared to ~~86%~~71% in the same period of ~~2016 due to~~2017 as the favorable impact of higher average selling prices more than offset the unfavorable effects related to lower production volumes and higher raw materials and other production costs, ~~and efficiencies related to higher production volumes.~~as discussed above.

Gross ~~Margin and Operating Income~~ ~~– Our Chemicals Segment’s operating income increased by 477% compared to the second quarter of 2016. Our Chemicals Segment’s operating income~~margin as a percentage of net sales increased to 17% in the second quarter of 2017 from 4% in the same period of 2016. This increase was driven by the increase in gross margin percentage, which increased to 29% for the second quarter of 2017 compared to 15% for the second quarter of 2016. As discussed and quantified above, our Chemicals Segment’s gross margin percentage increased primarily due to the effects of higher average selling prices, higher sales and production volumes and lower raw materials and other production costs. We estimate that changes in currency exchange rates decreased income from operations by approximately $5 million in the second quarter of 2017 as compared to the same period in 2016, as discussed below. In addition operating income in the second quarter of 2016 includes an insurance settlement gain of $1.4 million related to a 2014 business interruption claim.

~~Our Chemicals Segment’s operating income increased by 716%~~38% in the first six months of ~~2017~~2018 compared to ~~the first six months of 2016. Our Chemicals Segment’s operating income as a percentage of net sales increased to 16%~~29% in the first six months of 2017 from 2% in the same period of 2016. This increase was driven by the increase in gross margin, which increased to 29% for the first six months of 2017 compared to 14% for the first six months of 2016.2017. As discussed and quantified above, our gross margin increased primarily due to the ~~effects~~net effect of higher average selling prices, ~~higher~~lower sales and production volumes and ~~lower~~higher raw materials and other production costs.

Operating Income—Our Chemicals Segment’s operating income increased 60% in the second quarter of 2018 compared to the second quarter of 2017, and operating income as a percentage of net sales increased to 26% in 2018 from 18% in 2017. This increase was driven by the increase in gross margin, discussed above. We estimate that changes in currency exchange rates ~~decreased~~increased our Chemicals Segment’s operating income ~~from operations~~ by approximately ~~$13~~$18 million in the second quarter of 2018 as compared to the same period in 2017, as discussed below. Our Chemicals Segment’s operating income was also effected by increased higher general and administrative costs related to the implementation of a new accounting and manufacturing software system and higher sales support.

Our Chemicals Segment’s operating income increased 72% in the first six months of 2018 compared to the first six months of 2017, and operating income as a percentage of net sales increased to 26% in 2018 from 17% in 2017. This increase was driven by the increase in gross margin, discussed above. We estimate that changes in currency exchange rates increased our Chemicals Segment’s operating income by approximately $19 million in the first six months of ~~2017~~2018 as compared to the same period in ~~2016. In addition~~2017, as discussed below. Our Chemicals Segment’s operating income ~~in the second quarter of 2016 includes an insurance settlement gain of $3.4 million~~was also effected by increased higher general and administrative costs related to the implementation of a ~~2014 business interruption claim.~~new accounting and manufacturing software system and higher sales support.

Our Chemicals Segment’s operating income is net of amortization of purchase accounting adjustments made in conjunction with our acquisitions of interests in NL and Kronos. As a result, we recognize additional depreciation expense above the amounts Kronos reports separately, substantially all of which is included within cost of sales. We recognized additional depreciation expense of ~~$1.1~~$1.0 million ~~and $1.0~~ in the first six months of ~~2016~~2017 and ~~2017, respectively,~~$1.2 million in the same period of 2018, which reduced our reported Chemicals Segment’s operating income as compared to amounts reported by Kronos.

Currency Exchange Rates—–Our Chemicals Segment has substantial operations and assets located outside the United States (primarily in Germany, Belgium, Norway and Canada). The majority of our Chemicals Segment’s sales from non-U.S. operations are denominated in currencies other than the U.S. dollar, principally the euro, other major European currencies and the Canadian dollar. A portion of our

sales generated from our non-U.S. operations is denominated in the U.S. dollar (and consequently our non-U.S. operations will generally hold U.S. dollars from time to time). Certain raw materials used worldwide, primarily titanium-containing feedstocks, are purchased primarily in U.S. dollars, while labor and other production ~~and administrative~~ costs are ~~incurred~~purchased primarily in local currencies. Consequently, the translated U.S. dollar value of our non-U.S. sales and operating results are subject to currency exchange rate fluctuations which may favorably or unfavorably impact reported earnings and may affect the comparability of period-to-period operating results. In addition to the impact of the translation of sales and expenses over time, our non-U.S. operations also generate currency transaction gains and losses which primarily relate to (i) the difference between the currency exchange rates in effect when non-local currency sales or operating costs (primarily U.S. dollar denominated) are initially accrued and when such amounts are settled with the non-local currency, (ii) changes in currency exchange rates during time periods when our non-U.S. operations are holding non-local currency (primarily U.S. dollars), and (iii) relative changes in the aggregate fair value of currency forward contracts held from time to time. As discussed in Note 1718 to our Condensed Consolidated Financial Statements, we periodically use currency forward contracts to manage a portion of our currency exchange risk, and relative changes in the aggregate fair value of any currency forward contracts we hold from time to time serves in part to mitigate the currency transaction gains or losses we would otherwise recognize from the first two items described above.

Overall, we estimate that fluctuations in currency exchange rates had the following effects on the reported amounts of our ~~Chemicals Segment’s~~ sales and ~~operating~~ income from operations for the periods indicated.

The $8$22 million ~~reduction~~increase in net sales (translation ~~loss)~~gain) was caused primarily by a ~~strengthening~~weakening of the U.S. dollar relative to the euro, as our euro-denominated sales were translated into ~~fewer~~more U.S. dollars in ~~2017~~2018 as compared to ~~2016.~~2017. The ~~strengthening~~weakening of the U.S. dollar relative to the Canadian dollar and the Norwegian krone in ~~2017~~2018 did not have a significant effect on the reported amount of our Chemicals Segment’s net sales, as a substantial portion of the sales generated by our Chemicals Segment’s Canadian and Norwegian operations are denominated in the U.S. dollar.

The $5$18 million ~~decrease~~increase in operating income ~~from operations~~ was comprised of the following:

Approximately $6$14 million from net currency transaction ~~losses~~gains primarily caused by relative changes in currency exchange rates at each applicable balance sheet date between the U.S. dollar and the euro, Canadian dollar and the Norwegian krone, which causes increases or decreases, as applicable, in U.S. dollar-denominated receivables and payables and U.S. dollar currency held by our Chemicals Segment’s non-U.S. operations, and

Approximately $1$4 million from net currency translation gains primarily caused by a ~~strengthening~~weakening of the U.S. dollar relative to the euro as the positive effects of the weaker U.S. dollar on euro-denominated sales more than offset the unfavorable effects of euro-denominated operating costs being translated into more U.S. dollars in 2018 as compared to 2017, partially offset by the weakening of the U.S. dollar relative to the Canadian dollar, as its local currency-denominated operating costs were translated into ~~fewer~~more U.S. dollars in ~~2017~~2018 as compared to 2016, and such translation, as it related to the U.S. dollar relative to the euro, had a negative effect on income from operations in 2017 as compared to 2016, as the negative impact of the stronger U.S. dollar on euro-denominated sales more than offset the favorable effect of euro-denominated operating costs being translated into fewer U.S. dollars in 2017 compared to 2016.2017.

The ~~$15~~$53 million ~~reduction~~increase in net sales (translation ~~loss)~~gain) was caused primarily by a ~~strengthening~~weakening of the U.S. dollar relative to the euro, as our Chemicals Segment’s euro-denominated sales were translated into ~~fewer~~more U.S. dollars in ~~2017~~2018 as compared to ~~2016.~~2017. The ~~strengthening~~weakening of the U.S. dollar relative to the Canadian dollar and the Norwegian krone in ~~2017~~2018 did not have a significant effect on the reported amount of

our Chemicals Segment’s net sales, as a substantial portion of the sales generated by our Chemicals Segment’s Canadian and Norwegian operations are denominated in the U.S. dollar.

The ~~$13~~$19 million ~~net decrease~~increase in operating income ~~from operations~~was comprised of the following:

Approximately $8$9 million from net currency transaction ~~losses~~gains primarily caused ~~primarily~~ by relative changes in currency exchange rates at each applicable balance sheet date between the U.S. dollar and the euro, Canadian dollar and the Norwegian krone, which causes increases or decreases, as applicable, in U.S. dollar-denominated receivables and payables and U.S. dollar currency held by our Chemicals Segment’s non-U.S. operations, and

Approximately $5$10 million offrom net currency translation ~~losses~~gains primarily caused ~~primarily~~ by a ~~strengthening~~weakening of the U.S. dollar relative to the euro as ~~such translation had a negative effect on income from operations in 2017 as compared to 2016, as~~ the ~~negative impact~~positive effects of the ~~stronger~~weaker U.S. dollar on euro-denominated sales more than offset the ~~favorable effect~~unfavorable effects of euro-denominated operating costs being translated into ~~fewer~~more U.S. dollars in ~~2017~~2018 as compared to ~~2016, along with~~2017, partially offset by the ~~effects of a slight strengthening~~weakening of the U.S. dollar relative to the Canadian dollar, ~~and the Norwegian krone~~as its local currency-denominated operating costs were translated into more U.S. dollars in ~~2017~~2018 as compared to ~~2016.~~2017.

~~Outlook –~~ Outlook—~~During the first half of 2017 our Chemicals Segment operated its production facilities at 100% of practical capacity.~~ We expect our Chemicals Segment’s production volumes in 2018 to be slightly ~~higher in 2017~~lower as compared to ~~2016, as our~~the record 2017 production ~~rates in 2017 will be positively impacted by the implementation of certain productivity-enhancing improvement projects at certain facilities.~~volumes. Assuming current global economic conditions ~~do not deteriorate,~~continue and based on anticipated production levels, we expect our ~~2017~~Chemicals Segment’s 2018 sales volumes to be ~~comparable~~somewhat lower as compared to ~~2016~~record 2017 sales volumes. However, the percentage decrease in our sales volumes in the first six months of 2018 is not indicative of our expectation for full year sales volumes as we believe customer inventory level changes are short term and will not continue past the third quarter of 2018, and worldwide demand remains solid. We will continue to monitor current and anticipated near-term customer demand levels and align our production and inventories accordingly. ~~We believe it is reasonably likely we will set a new record for production volumes in 2017 (our Chemicals Segment’s prior record was 550,000 metric tons in 2011).~~

~~We experienced moderation in the cost of TiO~~₂ ~~feedstock ore procured from third parties in 2016. However, the~~The cost of third-party feedstock ore we ~~procured~~purchased in the first half of ~~2017~~2018 was ~~comparable to slightly~~ higher as compared to the ~~first half~~fourth quarter of ~~2016,~~2017, and such higher cost feedstock ore ~~is expected to be~~was reflected in our results of operations beginning in the ~~third~~second quarter of ~~2017.~~2018. We expect our Chemicals Segment’s cost of sales per metric ton of TiO₂ sold ~~for the full year of 2017~~in 2018 will be ~~slightly~~moderately higher than our per-metric ton cost in ~~2016.~~2017 primarily due to higher third-party feedstock ore costs.

WeOur Chemicals Segment’s started ~~2017~~2018 with average ~~TiO~~₂selling prices ~~11%~~27% higher than the beginning of ~~2016,~~2017, and average selling prices increased by an additional ~~12%~~4% in the first six months of ~~2017.~~2018 (most of which occurred in the first quarter). Industry data indicates that overall TiO₂ inventory held by producers ~~declined significantly during 2016. In addition, we believe most customers hold very low inventories of TiO~~₂ ~~with many operating on a just-in-time basis. With the strong sales volumes experienced~~stood at adequate-to-low levels in the ~~first half~~second quarter of ~~2017, we~~2018. We continue to see evidence of ~~strengthening~~solid demand for our TiO₂ products ~~in certain of our primary markets. We and our major competitors have announced~~across nearly all segments, which could lead to some additional selling price increases ~~which~~during the remainder of 2018 (although the magnitude of selling price increases we ~~began implementing~~would achieve for all of 2018 would not be expected to be comparable to the magnitude of selling price increases we achieved during 2017).

Overall, we expect our Chemicals Segment’s sales in ~~the second quarter of 2016, as contracts have allowed. The extent to which we~~2018 will be ~~able~~higher as compared to ~~achieve any additional price increases in the near term will depend on market conditions.~~

~~Overall,~~2017, principally as a result of expected higher average selling prices, and we expect our Chemicals Segment’s operating income in ~~2017~~2018 will be higher as compared to ~~2016,~~2017, principally as a result of expected higher average selling prices in ~~2017~~2018 as compared to ~~2016 and to a lesser extent from the favorable effects of anticipated~~2017, partially offset by higher production volumes in 2017. In addition, and as discussed above, we recognized a non-cash tax benefit of $162.6 million in the first six months of 2017 (including $157.6 million in the second quarter of 2017) related to our deferred income tax asset valuation allowance associated with our Chemicals Segment’s German and Belgian operations, and we expect the remaining valuation allowance of $20 million will be reversed during the third and fourth quarters of 2017.raw material costs (principally feedstock ore).

Due to the constraints of high capital costs and extended lead time associated with adding significant new TiO₂ production capacity, especially for premium grades of TiO₂ products produced from the chloride process, we believe increased and sustained profit margins will be necessary to financially justify major expansions of western producers’ TiO₂ production capacity required to meet expected future growth in demand. ~~As a result~~Any such major expansion of ~~relative customer inventory levels during the recent past and the resulting adverse effect on global TiO~~₂ ~~pricing, some industry projects to increase~~ TiO₂ production capacity, if announced, would take a number of years before such production would become available to meet future growth in demand. Certain Chinese producers have ~~been cancelled~~recently announced expansion plans, but the extent to which such expansion plans will be implemented, or ~~deferred indefinitely,~~if implemented the resulting additional capacity and ~~announcements have been made regarding~~ the ~~closure of certain facilities. Given the lead time required for production capacity expansions, a shortage of TiO~~₂ ~~could occur if economic conditions improve and global demand levels for TiO~~₂ ~~increase sufficiently.~~timing thereof is uncertain.

Our expectations for our future operating results are based upon a number of factors beyond our control, including worldwide growth of gross domestic product, competition in the marketplace, continued operation of competitors, unexpected or earlier-than-expected capacity additions or reductions and technological advances. If actual developments differ from our expectations, our results of operations could be unfavorably affected.

Our Component Products Segment’s product offerings consist of a significantly large number of products that have a wide variation in selling price and manufacturing cost, which results in certain practical limitations on our ability to quantify the impact of changes in individual product sales quantities and selling prices on our net sales, cost of sales and gross margin. In addition, small variations in period-to-period net sales, cost of sales and gross margin can result from changes in the relative mix of our products sold. The key performance indicator for our Component Products Segment is operating income margins.

	Three months ended June 30,									Six months ended June 30,									Three months ended June 30,									Six months ended June 30,
	2016			2017			% Change			2016			2017			% Change			2017			2018			% Change			2017			2018			% Change

Net sales	$	27.1		$	30.1			11	%	$	54.2		$	60.0			11	%	$	30.1		$	32.4			8	%	$	60.0		$	60.8			1	%
Cost of sales		18.6			20.5			10			37.5			40.8			9			20.5			21.2			3			40.8			40.1			(2	)
Gross margin	$	8.5		$	9.6			12		$	16.7		$	19.2			15		$	9.6		$	11.2			18		$	19.2		$	20.7			8
Operating income	$	3.7		$	4.6			24		$	7.1		$	9.1			29		$	4.6		$	6.0			30		$	9.1		$	10.4			13
Percent of net sales:
Cost of sales		69	%		68	%					69	%		68	%					68	%		65	%					68	%		66	%
Gross margin		31			32						31			32						32			35						32			34
Operating income		14			15						13			15						15			18						15			17

Net Sales –— Our Component Products Segment’s net sales increased ~~$2.9~~$2.3 million in the second quarter of 2018 compared to the same period in 2017 due to higher sales of security products across the majority of our markets and ~~$5.8~~continued strong growth in sales of marine components to various marine and industrial markets. Our Component Products Segment’s net sales increased $0.8 million in the first six months of ~~2017~~2018 compared to the ~~respective periods~~same period in 2017 due to the higher marine components sales volumes from generally improved demand for products sold to various marine markets, including original equipment manufacturers of ~~2016,~~recreational towboats and larger center-console boats, as well as increased sales to government and industrial customers, partially offset by lower security products net sales primarily due to approximately ~~$3.2~~$0.9 million ~~and $6.3 million for the second quarter and six month periods, respectively, in higher~~lower sales ~~volumes~~ to existing government security customers ~~partially offset by decreases of approximately $0.9~~and $0.4 million ~~and $1.7 million for the second quarter and six month periods, respectively, in~~lower sales to a customer serving the recreational transportation market. Relative changes in selling prices did not have a material impact on net sales comparisons.

~~Cost~~Costs of Sales and Gross Margin ~~and Operating Income –~~ — Our Component Products Segment’s cost of ~~goods sold and resulting gross profit~~sales as a percentage of sales in the second quarter of 2017 was comparable to the same period in 2016. Cost of goods sold as a percentage of sales for the first six months of 2017 was approximately 1% less than 2016. As a result, gross profit increased over the same period. The higher gross profit percentage for the most recent six month period is primarily due to manufacturing efficiencies facilitated by the higher production volumes of security products. Gross margin dollars increased for both the quarter and year-to-date periods due to higher sales of security products. As a percentage of net sales, operating income for the second quarter and first six months of 2018 was approximately 3% and 2% less than the same periods in 2017, respectively. As a result, gross margin increased over the same period. The higher gross margin percentage for both comparative periods is the result of favorable changes in customer and product mix in security products and improved manufacturing efficiencies facilitated by increased production volumes and cost reductions in each of our business segments. Gross margin for the second quarter increased over the prior year due to the aforementioned factors as well as higher sales for both reporting units. Gross margin for the first six months of 2018 increased over 2017 due primarily to lower fixed costs at security products and higher sales and improved manufacturing efficiencies for marine components.

Operating Income — Our Component Products Segment’s operating income as a percentage of net sales for the second quarter and first six months of 2018 increased compared to the same periods of ~~2016~~2017 and was primarily impacted by the factors impacting cost of goods sold, ~~and~~ gross margin and operating costs discussed above.

~~Outlook –~~Outlook— Our Component ~~Product~~Products Segment’s sales for the first half of ~~2017~~2018 reflect continued strong demand for our Component Products Segment’s products, ~~particularly high-security applications~~allowing us to eclipse sales achieved for ~~our~~the first half of 2017 despite lower sales to existing government security customers ~~partially offset by~~and lower ~~security product~~ sales to ~~the transportation market, where~~ a significant customer ofserving the ~~segment continues to experience weakened~~recreational transportation market in 2018. Based upon anticipated sales ~~volumes. While we expect government security sales to moderate~~ in ~~the second half of 2017 and anticipate continued softness in transportation sales, full year sales of~~other security products ~~for 2017 should meet or exceed 2016 levels. Similarly,~~markets and continued growth in marine component sales, where we ~~expect 2017 sales of marine products to meet or exceed 2016, as our growing marine components reporting unit continues~~continue to benefit from innovation and diversification in our Component Products Segment’s product offerings to the recreational boat ~~market. As~~markets, we expect our Component Products Segment’s sales for full year 2018 to meet or exceed 2017 sales. We monitor changes in ~~prior periods, we will continue to monitor general~~ economic conditions and sales order rates and will respond to fluctuations in customer demand through continuous evaluation of staffing levels and consistent execution of our lean manufacturing and cost improvement initiatives. Additionally, we continue to seek opportunities to gain market share in markets we currently serve, to expand into new markets and to develop new product features in order to mitigate the impact of changes in demand as well as broaden our Component Products Segment’s sales base.

As previously reported, in November 2015 we entered into an agreement with Rockwell Holdco, Inc. ("Rockwell"), for the sale of WCS to Rockwell. The agreement, as amended, was for $270 million in cash plus the assumption of all of WCS’ third-party indebtedness incurred prior to the date of the agreement. Additionally, Rockwell and its affiliates would have assumed all financial assurance obligations related to the WCS business. Rockwell is the parent company of EnergySolutions, Inc. Completion of the sale was subject to certain customary closing conditions, including the receipt of U.S. anti-trust approval. The U.S. Department of Justice (“DOJ”) did not give the parties antitrust clearance, and on November 16, 2016, the DOJ filed an anti-trust action in the U.S. federal district court for the District of Delaware styled ~~United States of America vs. Energy Solutions, Inc., et al~~ ~~(Case No. 1:16-cv-01056-~~

UNA), seeking an injunction to enjoin completion of the sale of WCS. Trial was held in late April and early May 2017. On June 21, 2017, the court issued an order enjoining the sale of WCS. While we disagreed with the court’s decision, the parties determined that they would not appeal the decision to the Third Circuit Court of Appeals, and on June 22, 2017, we provided written notice to Rockwell terminating the purchase agreement for the sale of WCS to Rockwell effective June 22, 2017.

Our Waste Management Segment had limited operations in its early years of existence, as it sought regulatory approval for several licenses it needed for full scale operations. WCS began byproduct disposal operations in 2009, Compact low-level radioactive waste (LLRW) disposal operations in 2012, and Federal LLRW disposal operations in mid-2013. We were awarded a national disposal contract for our Federal LLRW disposal facility in April 2013. The contract is for a period of five years and up to $300 million; however, tasks awarded under the contract to date have been for smaller dollar-value waste streams. We have received waste for disposal since mid-2013 for the Federal LLRW disposal facility, but it may be difficult for us to generate positive operating results until we begin routinely receiving larger Federal LLRW streams for disposal. In addition we are dependent on large commercial projects in order to receive sufficient disposal volumes to operate the Compact LLRW disposal facility at full capacity. Large projects, both federal and commercial, are infrequent and are subject to a competitive bidding process and delays in the expected time line for waste disposal to be completed. While we are the only commercial facility licensed to take Class A, B and C LLRW and Mixed LLRW (LLRW mixed with hazardous waste), other facilities can accept Class A waste including facilities that in some circumstances mix waste in such a way that some Class B and Class C waste may meet the Class A disposal requirements at these facilities. In addition, certain large commercial generators choose to store waste onsite rather than dispose of such waste and there are generally no legal or regulatory obligations requiring disposal of such wastes.

Given the historical results of operations associated with our Waste Management Segment, as previously disclosed in our filings with the Commission, termination of the purchase agreement with Rockwell constitutes a triggering event under ASC 360-10-35-21, requiring the Waste Management Segment’s long-lived assets to be tested for recoverability under the ASC 360-10 framework. Given the Waste Management Segment’s historical operating results, and the challenges facing WCS’ disposal operations as noted above, upon the termination of the purchase agreement with Rockwell, we have concluded that the long-lived assets associated with WCS’ operations are impaired at June 30, 2017. Accordingly, we have recognized an aggregate $170.6 million impairment charge during the quarter ended June 30, 2017, to reduce the carrying value of WCS’ long-lived assets recognized for financial reporting purposes to their estimated fair value. See Note 3 to our Condensed Consolidated Financial Statements.

~~General~~—We have operated our Waste Management Segment’s waste management facility on a relatively limited basis while we navigated the regulatory licensing and permitting requirements for the disposal of byproduct waste material and a broad range of LLRW and mixed LLRW. In 2008, the TCEQ issued us a license for the disposal of byproduct material. Byproduct material includes uranium or thorium mill tailings as well as equipment, pipe and other materials used to handle and process the mill tailings. We began byproduct disposal operations at our site in Andrews County, Texas in 2009. Also in 2009, the TCEQ issued a near-surface LLRW disposal license to us. Construction of the Compact and Federal LLRW sites began in January 2011. The Compact LLRW site was fully certified, operational and received its first waste for disposal in 2012. The Federal LLRW site was fully certified and operational in 2012 and received its first waste for disposal in mid-2013.

~~Net Sales and Operating Loss~~— The Waste Management Segment’s net sales increased $9.4 million and $25.7 million in the second quarter and first six months of 2017, respectively compared to the same periods of 2016. The increase in net sales was led by an increase in disposal volumes. In both the second quarter and first six months of 2017 there was an increase in the lower margin low activity waste disposal related to two projects (both of which are expected to continue for another six to nine months). In the first quarter of 2017 we completed a back-log disposal campaign for a waste consolidator that contributed $4.0 million to revenue for the first six months of 2017 (which is not expected to recur). Also contributing to the increase in sales in 2017 was an increase in transportation related revenue as we seek to increase our logistical capabilities to better manage customer disposal shipments; however, increases in transportation revenue also add to our cost of sales as we generally pass through actual logistics costs plus a service fee to our customers. As a result, increases in transportation revenue of $4.8 million and $9.9 million in the second quarter and first six months of 2017, respectively, compared to the same periods in 2016 are offset by increases in cost of sales over the same

periods. Higher disposal volumes in the second quarter and first six months of 2017 resulted in higher coverage of fixed costs as compared to the same periods of 2016. As a result, our Waste Management Segment’s operating loss before the long-lived asset impairment improved in both periods to a loss of $1.0 million in the second quarter of 2017 compared to $7.1 million in the same period of 2016 and to a loss of $.4 million in the first six months of 2017 compared to a loss of $17.9 million in the same period of 2016.

~~Outlook~~— With both of the Compact LLRW disposal facility and the Federal LLRW disposal facility certified and operational, we provide “one-stop shopping” for treatment, storage and disposal of hazardous, toxic, LLRW and radioactive byproduct material. WCS has the broadest range of capabilities of any commercial enterprise in the U.S. for the storage, treatment and permanent disposal of these materials, which may give WCS a competitive advantage in the industry. We are also exploring opportunities to obtain certain types of new business (including disposal and storage of certain other types of waste) that, if obtained, could increase our Waste Management Segment’s sales and decrease our Waste Management Segment’s operating loss. Our ability to increase our Waste Management Segment’s sales volumes through these waste streams, particularly as it relates to the Compact and Federal LLRW disposal facilities, together with improved operating efficiencies through cost reductions and increased capacity utilization, are important factors in improving our Waste Management operating results and cash flows but cannot be assured. With the receipt of our license amendments and our dedicated shipping containers in service, we believe we are positioned to take full advantage of our disposal facilities going forward for any federal or commercial waste which we would be successful in obtaining. We have increased our logistical handling capabilities in order to more fully serve our customers and better facilitate their disposal shipments going forward. Given the challenges facing our disposal operations, as noted above, we do not know if WCS will be able to achieve sufficient recurring disposal volumes to generate positive operating results or cash flows.

We have in the past considered and evaluated various strategic alternatives with respect to our Waste Management Segment. We are actively pursuing other third parties in an attempt to dispose of the Waste Management Segment’s business. Notwithstanding the long-lived asset impairment charge we were required to recognize for financial reporting purposes at June 30, 2017, we believe it is possible a third party would find our Waste Management Segment’s business (including the existing disposal facilities and associated licenses and permits) to be an attractive acquisition opportunity for such third party, particularly to the extent such third party had existing operations, or current or future business plans, that were related to, or complementary with, the existing or possible future operations, licenses and permits of our Waste Management Segment. However, there can be no assurance that any such third party would be identified, or if identified ultimately enter into a definitive agreement for the acquisition of the Waste Management Segment, or if such an agreement is entered into what the terms and conditions of such agreement would contain, or if any such agreement is reached any such third party would close on such acquisition. If we are not successful in identifying such third party and entering into and closing such a transaction, we would continue to consider and evaluate other alternatives with respect to our Waste Management Segment, including alternatives aimed at minimizing or ultimately discontinuing any continued financial support of the Waste Management Segment.

~~General —~~General—Our Real Estate Management and Development Segment consists of BMI and LandWell. BMI ~~which~~provides utility services, among other things, ~~provides utility services~~ to an industrial park located in Henderson, Nevada, and is responsible for the delivery of water to the city of Henderson and various other users through a water distribution system owned by BMI. LandWell is actively engaged in efforts to develop certain real estate in Henderson, Nevada including approximately 2,100 acres zoned for residential/planned community purposes and approximately 400 acres zoned for commercial and light industrial use.

In December 2013 and through the second quarter of ~~2017,~~2018, LandWell has closed or entered into escrow on approximately ~~410~~520 acres of the residential/planned community and approximately 5065 acres zoned for commercial and light industrial use at contracted prices that support the estimated fair value assigned to the land held for development that was acquired with consideration of development costs expected to be incurred after the acquisition date. See Note 3 to our Consolidated Financial Statements.use. Contracts for land sales are negotiated on an individual basis and sales terms and prices will vary based on such factors as location (including location within a planned community), expected development work, and individual buyer needs. Although land may be under contract, we do not recognize revenue until we have satisfied the criteria for revenue recognition set forth in ASC Topic ~~976.~~606. In some

instances, we will receive cash proceeds at the time the contract closes and record deferred revenue for some or all of the cash amount received, with such deferred revenue being recognized in subsequent periods. Because land held for development was initially recognized at estimated fair value at the acquisition date as required by ASC Topic 805, we do not expect to recognize significant operating income on land sales for the land currently under contract. We expect the development work to continue for 10 to 15 years on the rest of the land held for development, especially the remainder of the residential/planned community.

Net Sales and Operating ~~Income (Loss) —~~ Income—A substantial portion of the net sales from our Real Estate Management and Development ~~segment~~Segment in the second quarter and first six months of ~~2016~~2017 and ~~2017~~2018 consisted of revenues from land sales. We recognized ~~$8.3~~$3.8 million and ~~$11.9~~$9.6 million in revenues on land sales during the second quarter and first six months of ~~2017,~~2018, respectively, compared to ~~$2.2~~$8.4 million and ~~$3.2~~$12.1 million in the same periods of ~~2016.~~2017. As noted above we recognize revenue in our residential/planned community over time using cost based input methods (previously known as percentage completion method) and a large majority of the revenue we recognized in 2017 and 2018 was under this method of revenue recognition. The contracts on these sales (both within the planned community and otherwise) include approximately ~~400~~470 acres of the residential planned community and certain other acreage which closed in December ~~2013~~2015 and through the ~~six months~~second quarter of ~~2017.~~2018. Cost of sales related to land sales revenues was ~~$6.6~~$3.1 million and ~~$9.3~~$7.4 million in the second quarter and first six months of ~~2017,~~2018, respectively, compared to ~~$1.8~~$6.6 million and ~~$2.9~~$9.3 million in the same periods of ~~2016. We have several residential builders actively building new homes~~2017. Land sales revenues were lower in our community from land sale contracts which have closed over the past several quarters. As noted above, our income recognition under the percentage-of-completion method is largely driven on actual development costs incurred each period towards the entire project phase. We currently expect the levelboth periods of ~~our infrastructure development activity during 2017 to be more heavily weighted towards the first nine months of 2017~~2018 as compared to 2017 primarily due to lower infrastructure development spending in 2018. Land infrastructure development spending declined in 2018 as we balanced development requirements with home builder outputs during the ~~fourth~~periods. Operating income in the first six months of 2018 also includes $3.1 million of income in the first quarter ~~of 2017, and relatively more weighted towards the second and third quarters of 2017 as compared~~related to the ~~first quarter. Consequently,~~recognition of tax increment reimbursement note receivables which we ~~currently expect the level of~~now believe we can recognize, as discussed in Note 7 to our land sale revenue recognized with respect to parcels previously sold and closed to be more weighted towards the first nine months of 2017 as compared to the fourth quarter of 2017, and relatively more evenly weighted in the third quarter of 2017 as compared to the second quarter. Also, additional parcels within the residential planned community are currently expected to be sold and closed during 2017, but most of such additional parcels are currently not expected to close until the fourth quarter of 2017 (and revenue on such additional parcels would not begin to be recognized under the percentage-of-completion method until the sale of each parcel has closed).Condensed Consolidated Financial Statements.

The remainder of net sales and cost of sales related to this segment primarily relates to water delivery fees and expenses. We deliver water to several customers under long-term contracts. In this regard in January 2016 we amended our water delivery contract with the City of Henderson, Nevada. As a result we recognized a contract related intangible asset impairment of $5.1 million in the first quarter of 2016 ($2.1 million, or $.01 per diluted share, net of income tax benefit and noncontrolling interest), see Note 7 to our Condensed Consolidated Financial Statements.

~~Outlook —~~ Outlook—We are actively pursuing opportunities to maximize cash proceeds from the sale of our land held for development. In the near term, we are focused on developing and selling land we manage, primarily to residential builders, for the approximately 2,100 acres zoned for residential/planned community in Henderson, Nevada. We expect the development work for the first phase of the residential/planned community to continue over the next several years, including those parcels currently under contract for which the development work is expected to be completed in ~~2018.~~2019. We do not expect to recognize significant amounts of operating income related to these sales for the parcels currently under contract because our basis in the land value is the December 2013 acquisition date fair value; however, we do expect to generate cash proceeds from these sales in excess of our acquisition costs, which proceeds are expected to be used, in part, to fund ongoing development work for the remainder of these properties. Beginning in the fourth quarter of 2017 we began sales of parcels that have a lower book value than the parcels previously sold, as a result we would expect to recognize more land sales related operating income in 2018 than in 2017. In addition we expect land development spending to accelerate in the second half of 2018 as home builder output at the end of the second quarter of 2018 more closely tracked to our development efforts. As noted above land sales revenue is largely driven by the amount of land development spending.

General Corporate Items, Interest Expense, Income Taxes and Noncontrolling Interest—~~2017~~2018 Compared to ~~2016~~2017

~~Interest and Dividend Income –~~ Securities Earnings—A significant portion of our interest and dividend income in both 2017 and ~~2016~~2018 relates to the distributions we received from The Amalgamated Sugar Company LLC. We recognized dividend income from the LLC of $6.3 million and $12.7 million in each of the second quarter and first six months of 2018 and 2017, ~~and 2016,~~ respectively. See Note 6 to our Condensed Consolidated Financial Statements.

Gain on Land Sales—In the first quarter of 2018 we sold two parcels of land not used in our operating activities. See Note 13 to our Condensed Consolidated Financial Statements.

Insurance Recoveries – —Insurance recoveries relate to amounts NL received from certain of its former insurance carriers, and relate principally to the recovery of prior lead pigment and asbestos litigation defense costs incurred by NL. We have agreements ~~NL has~~ with ~~certain~~four former insurance carriers pursuant to which the carriers reimburse ~~NL for a portion of its past lead pigment and asbestos litigation defense costs. Insurance recoveries include amounts NL received from these insurance carriers.~~

~~The agreements with certain of NL’s insurance carriers also include reimbursement~~us for a portion of our future lead pigment litigation defense costs, and one such carrier reimburses us for a portion of our future asbestos litigation defense costs. We are not able to determine how much NLwe will ultimately recover from these carriers for defense costs incurred by NLus because of certain issues that arise regarding which defense costs qualify for reimbursement. ~~Accordingly, these~~While we continue to seek additional insurance recoveries ~~are~~for lead pigment and asbestos litigation matters, we do not know the extent to which we will be successful in obtaining additional reimbursement for either defense costs or indemnity. Any additional insurance recoveries would be recognized when the receipt is probable and the amount is determinable. Substantially all of the insurance recoveries recognized in 2017 and 2018 relate to reimbursement of ongoing litigation defense costs. See Note ~~16 to our Condensed Consolidated Financial Statements.~~

~~Termination fee –~~ ~~We received a $4.0 million termination fee in the second quarter of 2017 related to the termination of the agreement to sell our Waste Management Segment, see Note 3~~17 to our Condensed Consolidated Financial Statements.

Litigation settlement expense –We recognized a pre-tax $62.0 million litigation settlement expense charge in the second quarter of 2018 related to the lead pigment litigation in California, see Note 17 to our Condensed Consolidated Financial Statements.

Other components of net periodic pension and OPEB expense –We recognized other components of net periodic pension and OPEB expense of $3.8 million and $7.5 million in the second quarter and first six months of 2018 compared to $4.3 million and $8.4 million in the same periods of 2017. The expense declined in both periods primarily due to pension costs as a result of actuarial amortizations and expected returns on plan assets.

Other General Corporate ~~Expenses and Other~~ Items ~~Net –~~ — Corporate expenses were ~~75%~~69% higher in the second quarter of ~~2017~~2018 and ~~35%~~52% higher in the first six months of ~~2017~~2018 compared to the same periods ~~of 2016, primarily~~in 2017. Corporate expenses increased in both periods due to ~~transaction~~higher administrative, litigation fees and related costs, and environmental remediation and related costs in 2018 compared to ~~the now terminated agreement to sell our Waste Management Segment.~~2017. Included in corporate ~~expenses~~expense are:

litigation and related costs at NL of ~~$1.3~~$2.1 million in the second quarter of ~~2017~~2018 compared to ~~$.8~~$1.3 million in second quarter of ~~2016~~2017 and $4.0 million in the first six months of 2018 compared to $1.8 million in the first six months of ~~2017 compared to $1.6 million in the first six months of 2016;~~2017; and

environmental remediation and related costs of ~~$.1~~$.2 million in the second quarter of ~~2017~~2018 compared to ~~$.2~~$.1 million in second quarter of ~~2016~~2017 and $4.5 million in the first six months of 2018 compared to $3.2 million in the first six months of ~~2017 compared to $3.1 million in the first six months of 2016.~~2017.

Overall, we currently expect that our net general corporate expenses in 2018 will be higher than in 2017 primarily due to higher expected litigation, environmental remediation and related costs and higher administrative expenses.

The level of our litigation and related ~~costs~~expenses varies from period to period depending upon, among other things, the number of cases in which we are currently involved, the nature of such cases and the current stage of such cases (e.g. discovery, pre-trial motions, trial or appeal, if applicable). See Note 1617 to our Condensed Consolidated Financial Statements. If our current expectations regarding the number of cases in which we expect to be involved during ~~2017,~~2018, or the nature of such cases, were to change our corporate expenses could be higher than we currently estimate.

Obligations ~~associated with~~for environmental remediation and related ~~matters~~costs are difficult to assess and estimate, and it is possible that actual costs for environmental remediation and related costs will exceed accrued amounts or that costs will be incurred in the future for sites in which we cannot currently estimate ~~our~~the liability. If these events ~~were to~~ occur in ~~the remainder of 2017,~~2018, our corporate ~~expenses would~~expense could be higher than we currently estimate. In addition, we adjust our accruals for environmental remediation and related ~~matters~~costs as further information becomes available to us or as circumstances change. ~~Further~~Such further information or changed circumstances could result in an increase or reduction in our accrued environmental remediation and related costs. See Note 1617 to our Condensed Consolidated Financial Statements.

Overall, we currently expect that our net general corporate expenses in 2017 will be higher than in 2016, as the transaction costs associated with the now terminated agreement to sell our Waste Management Segment will more than offset lower expected environmental remediation and related costs in 2017.

Interest Expense – — Interest expense increased ~~slightly~~ to $16.0 million in the second quarter of ~~2017~~2018 from ~~$15.8~~$14.7 million in the second quarter of ~~2016~~2017 and to ~~$31.6~~$31.4 million in the first six months of ~~2017~~2018 from ~~$31.5~~$29.2 million in the same period of ~~2016~~2017 primarily due to the net effects of higher average debt ~~balances outstanding~~levels in 2018 and higher average interest rates ~~during 2017 compared to the same periods of 2016.~~ on variable-rate indebtedness.

We ~~currently~~ expect ~~our~~ interest expense ~~for all of 2017~~ will be ~~somewhat~~ higher in 2018 as compared to ~~2016,~~2017 due to higher ~~overall~~ average debt levels and higher average interest rates on ~~outstanding borrowings.~~variable-rate indebtedness.

Provision for Income ~~Tax Expense~~Taxes (Benefit) ~~– Our~~—We recognized income tax ~~rate varies as~~expense of $22.0 million in the ~~contribution~~second quarter of ~~income from our business units change. We had~~2018 compared to an income tax benefit of ~~$167.4~~$100.8 million in the second quarter of 2017 ~~compared to~~and income tax expense of ~~$.2 million in the second quarter of 2016 and an income tax benefit of $149.4~~$58.2 million in the first six months of ~~2017~~2018 compared ~~$8.4~~to an income tax benefit of $82.2 million in the first six months of ~~2016.~~ 2017. The difference is primarily due to the effect of the reversal of our deferred income tax asset valuation allowance associated with our Chemicals Segment’s German and Belgian operations in ~~2017, as discussed below. For interim financial reporting purposes,~~2017. Our earnings are subject to income tax in various U.S. and non-U.S. jurisdictions, and effective in 2018 the income tax rates applicable to our pre-tax earnings (losses) of our non-U.S. operations are generally higher than the income tax rates applicable to our U.S. operations. Excluding the effect of any increase or decrease in our deferred income tax asset valuation allowance or changes in our reserve for uncertain tax positions, we ~~apply an~~would generally expect our overall effective tax rate ~~methodology in determining our provision for income taxes. Generally, we expect~~to be higher than the ~~effective~~U.S. federal statutory tax rate ~~associated with~~of 21% primarily because of our ~~non-US~~non-U.S. operations. Prior to 2018, the income tax rates applicable to our pre-tax earnings ~~to be~~(losses) of our non-U.S. operations were generally lower than ~~our~~the U.S. federal statutory tax rate of 35%. See Note 14 to our Condensed Consolidated Financial Statements for a tabular reconciliation of our statutory income tax provision to our actual tax provision.

Our Chemicals Segment has substantial net operating loss ~~(NOL)~~(“NOL”) carryforwards in Germany (the equivalent of ~~$638~~$652 million for German corporate purposes and ~~$71~~$.5 million for German trade tax purposes at December 31, ~~2016)~~2017) and in Belgium (the equivalent of ~~$93~~$50 million for Belgian corporate tax purposes at December 31, ~~2016)~~2017), all of which have an indefinite carryforward period. As a result, we have net deferred income tax assets with respect to these two jurisdictions, primarily related to these NOL carryforwards. The German corporate tax is similar to the U.S. federal income tax, and the German trade tax is similar to the U.S. state income tax. ~~Prior to~~As discussed in the 2017 Annual Report, commencing June 30, 2015, and using all available evidence, we had concluded no deferred income tax asset valuation allowance was required to be recognized with respect to these net deferred income tax assets under the more-likely-than-not recognition criteria, primarily because (i) the carryforwards have an indefinite carryforward period, (ii) we utilized a portion of such carryforwards during the most recent three-year period, and (iii) we expected to utilize the remainder of the carryforwards over the long term. We had also previously indicated that facts and circumstances could change, which might in the future result in the recognition of a valuation allowance against some or all of such deferred income tax assets. However, as of June 30, 2015, and given our operating results during the second quarter of 2015 and our expectations at that time for our operating results for the remainder of 2015, which had been driven in large part by the trend in our average TiO₂ selling prices over such periods as well as the $21.1 million pre-tax charge recognized in the second quarter of 2015 in connection with the implementation of certain workforce reductions, we did not have sufficient positive evidence to overcome the significant negative evidence of having cumulative losses in the most recent twelve consecutive quarters in both our German and Belgian jurisdictions at June 30, 2015 (even considering that the carryforward period of

~~our German and Belgian NOL carryforwards is indefinite, one piece of positive evidence). Accordingly, at June 30, 2015, we~~Chemicals Segment concluded that we were required to recognize a non-cash deferred income tax asset valuation allowance under the more-likely-than-not recognition criteria with respect to our Chemicals Segment’s German and Belgian net deferred income tax assets at such date. We recognized an additional non-cash deferred income tax asset valuation allowance during the second half of 2015 due to losses recognized by our German and Belgian operations during such period. During 2016, we recognized an aggregate $2.2 million non-cash tax benefit as the result of a net decrease in such deferred income tax valuation allowance, as the impact of utilizing a portion of our German NOLs during such period more than offset the impact of additional losses recognized by our Belgian operations during such period. Such valuation allowance aggregated approximately $173 million at December 31, 2016 ($153 million with respect to Germany and $20 million with respect to Belgium). During the first six months of 2017, we recognized an aggregate non-cash deferred income tax benefit of $12.7 million as a result of a net decrease in such deferred income tax asset valuation allowance, due to utilizing a portion of both the German and Belgian ~~NOLs~~NOL during ~~such~~the period, including $7.7 million in the second quarter of 2017. ~~We continue to believe we will ultimately realize the full benefit of these German and Belgian NOL carryforwards, in part because of their indefinite carryforward period.~~ As previously disclosed, our ability to reverse all or a portion of either the German or Belgian valuation allowance is dependent on the presence of sufficient positive evidence, such as the existence of cumulative profitsalso discussed in the most recent twelve consecutive quarters or profitability in recent quarters during which such profitability was trending upward throughout such period, and the ability to demonstrate future profitability for a sustainable period. As noted below, we determined such conditions were satisfied at June 30, 2017.

~~Although our Belgian operations were profitable in the first quarter of~~ 2017 and we utilized a portion of the Belgian NOLs during such period, our Belgian operations continued to have cumulative losses in the most recent twelve quarters at March 31, 2017. Although the results of our German operations had improved during 2016 and the first quarter of 2017, indicating a change in the negative trend in earnings that existed at December 31, 2015, and we utilized a portion of our German NOLs during 2016 and the first quarter of 2017, and we had cumulative income with respect to our German operations for the most recent twelve consecutive quarters at March 31, 2017, the sustainability of such positive trend in earnings had not yet been demonstrated at such date. As previously disclosed, while neither our business as a whole nor any of our principal product groups is seasonal to any significant extent, TiO₂ sales are generally higher in the second and third quarters of the year, due in part to the increase in paint production in the spring to meet demand during the spring and summer painting seasons. While we have some insight into the overall demand expected to be generated by a particular year’s paint season and TiO₂~~pricing at the end of the first quarter (the start of the paint season), we have much greater insight and certainty regarding overall demand and TiO~~₂pricing for a particular year’s paint season by the end of the second quarter of the year, in part because some factors, such as weather, can have an impact on both overall demand and pricing each year. Accordingly, at March 31, 2017 we did not have sufficient positive evidence to support a sustainable profit trend and consequently, we did not have sufficient positive evidence under the more-likely-than-not recognition criteria to support reversal of the entire valuation allowance related to our German or Belgian operations at such date. During the second quarter of 2017, our German and Belgian operations continued to be profitable, and both reported levels of profitability higher as compared to the first quarter of 2017. As discussed above, our consolidated results of operations in general, and our German and Belgian operations in particular, were favorably impacted during the quarter by, among other things, continued higher average TiO₂ selling prices and higher sales volumes. Our German operations had cumulative income for the most recent twelve consecutive quarters at June 30, 2017. While our Belgian operations had cumulative losses in the most recent twelve consecutive quarters at June 30, 2017, such operations generated income in both the first and second quarters of 2017, with higher income in the second quarter as compared to the first quarter, the amount of cumulative losses of our Belgian operations for the most recent twelve consecutive quarters was lower as of June 30, 2017 as compared to both March 31, 2017 and December 31, 2016 and we expect to have cumulative profits in the third and fourth quarters. Our production facilities have been operating at near practical capacity utilization rates in the first six months of 2017. In addition, consistent with our expectation regarding our consolidated results of operations for the remainder of 2017 (as discussed below under the “Outlook” subsection), we currently believe it is likely our German and Belgian operations will continue to report improved operating results in 2017 as compared to 2016. Accordingly,Annual Report, at June 30, 2017, we concluded we ~~now have~~had sufficient positive evidence under the more-likely-than-not recognition criteria to support reversal of the entire valuation allowance related to our German and Belgian operations. As discussed below, a large portion of the remaining valuation allowance is reversed as of June 30, 2017, but a portion of the remaining valuation allowance will be reversed during the second half of 2017. Such sufficient positive evidence includes, among other things, the existence of cumulative profits in the most recent twelve consecutive quarters (Germany) or profitability in recent quarters during which such profitability was trending upward throughout such period (Belgium), the ability to demonstrate future profitability in Germany and Belgium for a sustainable period (as supported by, among other things, recent trends in profitability, driven in large part by increases in TiO₂ selling prices, and continued strong demand indicating that such profitability trends will continue in the future), and the indefinite carryforward period for the German and Belgian NOLs. Accordingly, our income tax benefit in the second quarter of 2017 includes an aggregate non-cash income tax benefit of $149.9 million related to such reversal at June 30, 2017 ($141.9 million related to Germany, and $8.0 million related to Belgium). Such second quarter 2017 income tax benefit associated with reversal of the German and Belgian valuation allowance excludes the non-cash income tax benefit of $7.7 million also recognized in the second quarter, as discussed above. In addition to the above amounts, our deferred income tax asset valuation allowance increased by $9.5 million during the first six months of 2017 as a result of changes in currency exchange rates, which was recognized as part of other comprehensive income (loss).

In accordance with the ASC 740-270 guidance regarding accounting for income taxes at interim dates, the amount of the valuation allowance reversed at June 30, 2017 ($149.9 ~~million)~~million, of which $141.9 million related to Germany and $8.0 million related to Belgium) relates to our change in judgment at that date regarding the realizability of the related deferred income tax asset as it relates to future years (i.e. 2018 and after). A change in judgment regarding the realizability of deferred tax assets as it relates to the current year is considered in determining the estimated annual effective tax rate for the ~~year. Accordingly,~~year and is recognized throughout the year, including interim periods subsequent to the date of the change in judgment. Accordingly, our income tax benefit in calendar 2017 includes an aggregate ~~$173~~non-cash deferred income tax benefit of $186.7 million related to the reversal of the German and Belgian valuation allowance, comprised of $12.7 million recognized in the first half of 2017 (noted above) related to the utilization of a portion of both the German and Belgian NOLs during such period, $149.9 million related to the portion of the valuation allowance reversed as of June 30, 2017 and $24.1 million recognized in the second half of 2017 related to the utilization of a portion of both the German and Belgian NOLs during such period. Our deferred income tax asset valuation allowance ~~recognized at December 31, 2016, approximately $163~~increased $13.7 million ~~has been reversed through June 30,~~in 2017 and the remaining $20 million (which relates to the expected level of profitability of our German and Belgian operations in calendar 2017) will be reversed during the third and fourth quarters of 2017 (such aggregate reversal amount includes the $9.5 million increase to our deferred income tax asset valuation allowance as a result of changes in currency exchange rates, which increase was recognized as part of other comprehensive income (loss)).

~~We recognize~~As discussed in the 2017 Annual Report, on December 22, 2017, the 2017 Tax Act was enacted into law. This new tax legislation, among other changes, (i) reduced the U.S. Federal corporate income tax rate from 35% to 21% effective January 1, 2018; (ii) implemented a territorial tax system and imposed a one-time repatriation tax (“Transition Tax”) on the deemed repatriation of the post-1986 undistributed earnings of non-U.S. subsidiaries accumulated up through December 31, 2017, regardless of whether such earnings are repatriated; (iii) eliminated U.S. tax on future non-U.S. earnings (subject to certain exceptions); (iv) eliminated the domestic production activities deduction beginning in 2018; (v) eliminated the net operating loss carryback and provides for an indefinite carryforward period subject to an 80% annual usage limitation; (vi) allows for the expensing of certain capital expenditures; (vii) imposed a tax on global intangible low-tax income (“GILTI”) beginning in 2018; (viii) imposed a base erosion anti-abuse tax (“BEAT”) beginning in 2018; and (ix) amended the rules limiting the deduction for business interest expense beginning in 2018. Following the enactment of the 2017 Tax Act, the Securities and Exchange Commission issued Staff Accounting Bulletin (“SAB”) 118 to provide guidance on the accounting and reporting impacts of the 2017 Tax Act. SAB 118 states that companies should account for changes related to the 2017 Tax Act in the period of enactment if all information is available and the accounting can be completed. In situations where companies do not have enough information to complete the accounting in the period of enactment, a company must either 1) record an estimated provisional amount if the impact of the change can be reasonably estimated; or 2) continue to apply the accounting guidance that was in effect immediately prior to the 2017 Tax Act if the impact of the change cannot be reasonably estimated. If estimated provisional amounts are recorded, SAB 118 provides a measurement period of no longer than one year during which companies should adjust those amounts as additional information becomes available in the reporting period within the measurement period in which such adjustment is determined.

the effect of such reduction in the corporate income tax rate. Our temporary differences as of December 31, 2017 were not materially different from our temporary differences as of the enactment date, accordingly revaluation of our net taxable temporary differences was based on our net deferred tax as of December 31, 2017. Such revaluation resulted in a provisional non-cash deferred income ~~taxes~~tax benefit of $77.1 million recognized as of December 31, 2017 in continuing operations, reducing our net deferred income tax liability. The amounts recorded as of December 31, 2017 as a result of the 2017 Tax Act represent estimates based on information currently available. We have not made any additional measurement-period adjustments to the provisional amounts recorded for this item during the first six months of 2018 because we are still waiting on additional guidance that may impact the income tax effects of the new legislation recognized at December 31, 2017. We will complete our accounting for this item within the prescribed measurement period ending December 22, 2018, pursuant to the guidance under SAB 118, and if we determine an adjustment to the provisional amount recognized at December 31, 2017 is required, we will recognize such adjustment in the reporting period within the SAB 118 measurement period in which such adjustment is determined.

Prior to the enactment of the 2017 Tax Act, the undistributed earnings of our Chemicals Segment European subsidiaries were deemed to be permanently reinvested (we had not made a similar determination with respect to the ~~excess~~undistributed earnings of our Chemicals Segment Canadian subsidiary). Pursuant to the ~~financial reporting carrying amount over the~~Transition Tax provisions imposing a one-time repatriation tax on post-1986 undistributed earnings, we recognized a provisional current income tax ~~basis~~expense of our direct investment in Kronos common stock because the exemption under GAAP to avoid such recognition of deferred income taxes is not available to us. There is a maximum amount (or cap) of such deferred income taxes we are required to recognize with respect to our direct investment in Kronos, and we previously reached such maximum amount$76.2 million in the fourth quarter of ~~2010. Since that time and through March~~2017. The amounts recorded as of December 31, ~~2015, we were not required to recognize any additional deferred income taxes with respect to our direct investment in Kronos because the deferred income taxes associated with the excess~~2017 as a result of the ~~financial reporting carrying~~2017 Tax Act represent estimates based on information currently available. We elected to pay such tax over an eight year period beginning in 2018, including approximately $6.1 million which was paid in April 2018 (for the 2017 tax year) and $3.1 million which was paid in June 2018 (for the 2018 tax year). Of the remaining $67.0 million, $64.0 million is recorded as a noncurrent payable to affiliate (income taxes payable to Contran) classified as a noncurrent liability in our Condensed Consolidated Balance Sheet and $3.0 million is included with our current payable to affiliate (income taxes payable to Contran) classified as a current liability. Such remaining amount will be paid in quarterly increments over the ~~income tax basis of our direct investment in Kronos common stock continued to be above such cap. However, at June 30, 2015, the deferred income taxes associated with the excess~~remainder of the ~~financial reporting carrying amount over~~eight year period. We have not made any measurement-period adjustments to the ~~income tax basis of our direct investment in Kronos common stock was,~~provisional amounts recorded for this item during the first six months of 2018 because no new information became available during the period that required an adjustment. We are continuing to gather information and await further guidance, primarily from the state jurisdictions in which we operate, and given the complexities of these new rules and the long time ~~since~~period over which information about our subsidiaries is needed, further guidance is necessary in order to determine the amount of the Transition Tax, which may impact the Transition Tax recognized in the fourth quarter of ~~2010, below~~2017. We will complete our accounting for this item within the prescribed measurement period ending December 22, 2018, pursuant to the guidance under SAB 118, and if we determine an adjustment to the provisional amount recognized at December 31, 2017 is required, we will recognize such ~~cap,~~adjustment in the reporting period within the SAB 118 measurement period in which such adjustment is determined.

Prior to the enactment of the 2017 Tax Act the undistributed earnings of our Chemicals Segment European subsidiaries were deemed to be permanently reinvested (we had not made a similar determination with respect to the undistributed earnings of our Chemicals Segment Canadian subsidiary). As a result of the implementation of a territorial tax system under the 2017 Tax Act, effective January 1, 2018, and the Transition Tax which in effect taxes the post-1986 undistributed earnings of our non-U.S. subsidiaries accumulated up through December 31, 2017, we determined effective December 31, 2017 that all of the post-1986 undistributed earnings of our European subsidiaries are not permanently reinvested. Accordingly, in the fourth quarter of 2017 we recognized an aggregate provisional non-cash deferred income tax expense of $5.3 million based on our reasonable estimates of the U.S. state and non-U.S. income tax and withholding tax liability attributable to all of such previously-considered permanently reinvested undistributed earnings through December 31, 2017. The amounts recorded as of December 31, 2017 as a result of the 2017 Tax Act represent estimates based on information currently available. We have not made any measurement-period adjustments to the provisional amounts recorded at December 31, 2017 for this item during the first six months of 2018. However, we recorded a provisional non-cash deferred income tax expense of $2.3 million for the estimated U.S. state and non-U.S. income tax and withholding tax liability attributable to the 2018 undistributed earnings of our non-U.S. subsidiaries in the first six months of 2018, including withholding taxes related to the undistriburted earnings of Kronos’ Canadian subsidiary. We are continuing our review of certain other provisions under the 2017 Tax Act and waiting on further guidance primarily from the state jurisdictions in which we operate that may impact our determination of the aggregate temporary differences attributable to our investments in our non-U.S. subsidiaries. We will complete our accounting for this item within the prescribed measurement period ending December 22, 2018, pursuant to the guidance under SAB 118, and if we determine an adjustment to the provisional amount recognized at December 31, 2017 and June 30, 2018 are required, we will recognize such adjustment in the reporting period within the SAB 118 measurement period in which such adjustment is determined.

the impact is not material to our tax provision, we have not recorded any adjustments related to potential GILTI tax in our financial statements in the first six months of 2018. Further, we have not made a policy decision regarding whether to record deferred taxes on GILTI or record GILTI tax as a current-period expense when incurred. We will complete our policy election for this item within the prescribed measurement period ending December 22, 2018, pursuant to the guidance under SAB 118 and if we determine such policy election impacts our provision, we will recognize an adjustment in the reporting period within the SAB 118 measurement period in which such adjustment is determined. Similarly, we have evaluated the tax impact of BEAT on our tax provision in the first six months of 2018 and determined that the tax law has no material impact on our tax provision as we have historically not entered into international payments between related parties that are unrelated to cost of goods sold.

Discontinued Operations—On January 26, 2018, we completed the sale of the Waste Management Segment to JFL-WCS Partners, LLC, an entity sponsored by certain investment affiliates of J.F. Lehman & Company, for consideration consisting of the assumption of all of the Waste Management Segment's third-party indebtedness and other liabilities. We recognized a pre-tax gain of approximately $58 million on the transaction in the first quarter of 2018 because the carrying value of the liabilities of the business assumed by the purchaser exceeded the carrying value of the assets sold in large part due to the ~~net loss reported by Kronos~~long-lived asset impairment of $170.6 million recognized in the second quarter of 2015. During the second, third and fourth quarters of 2015, we recognized an aggregate $29.3 million non-cash income tax benefit for the reduction in the deferred income taxes required to be recognized2017 with respect to ~~the excess~~our Waste Management Segment. Such pre-tax gain is classified as part of the financial reporting carrying amount over the income tax basis of our direct investment in Kronos common stock, to the extent such reduction related to our equity in Kronos’ net loss in 2015. We recognized a non-cash income tax expense of $6.5 million in 2016 (including $3.4 million in the first six months of 2016) for the increase in the deferred income taxes required to be recognized with respect to the excess of the financial reporting carrying amount over the income tax basis of our direct investment in Kronos common stock, to the extent such reduction related to our equity in Kronos’ net income (loss) in such periods. Our provision for income taxes in the first six months of 2017 includes a non-cash income tax expense of $39.5 million for the increase in the deferred income taxes required to be recognized with respect to the excess of the financial reporting carrying amount over the income tax basis of our direct investment in Kronos common stock, to the extent such reduction related to our equity in Kronos’ net income in such period. Such amount is included in the table of our income tax rate reconciliation for incremental net tax on earnings and losses on non-U.S. and non-tax group companies indiscontinued operations. See Note 133 to our Consolidated Financial Statements (in addition to the other items included in such line item in the rate reconciliation, as indicated in Note 13). A portion of such increase (decrease) with respect to the excess of the financial reporting carrying amount over the income tax basis of our direct investment in Kronos common stock during 2015, 2016 and 2017 related to our equity in Kronos’ other comprehensive income (loss) items, and the amounts shown in the table in Note 13 for income tax expense (benefit) allocated to other comprehensive income (loss) includes amounts related to our equity in Kronos’ other comprehensive income (loss) items. At June 30, 2017, we are now $13.7 million below the cap, and expect to recognize additional ~~non-cash income tax expense related to this item during the second half of 2017 but we expect to reach the cap during this period.~~

~~See Note 13 to our Condensed Consolidated Financial Statements for more information about our 2017 income tax items and a tabular reconciliation of our statutory tax expense to our actual tax expense.~~information.

Noncontrolling Interest in Net Income (Loss) of Subsidiaries – —Noncontrolling interest in ~~net income was $46.3 million in the second quarter~~operations of subsidiaries decreased from 2017 ~~and $55.4 million in the first six months of 2017, respectively, compared~~ to ~~noncontrolling interest in net loss of $1.7 million and noncontrolling interest in net income of $.8 million in the second quarter and first six months of 2016, respectively. The change is~~2018 primarily due to decreased earnings at ~~Kronos due to improved operations and the non-cash deferred income tax benefit recognized in the second quarter of 2017 as noted above.~~Kronos.

Trends in cash flows from operating activities (excluding the impact of significant asset dispositions and relative changes in assets and liabilities) are generally similar to trends in our operating income. In addition to the impact of the operating, investing and financing cash flows discussed below, changes in the amount of cash, cash equivalents and restricted cash we report from period to period can be impacted by changes in currency exchange rates, since a portion of our cash, cash equivalents and restricted cash is held by our non-U.S. subsidiaries.

~~We generally report a net use of cash~~Cash flows from operating activities increased to $159.7 million in the first six months of ~~each year due to seasonal changes in the level of our working capital. Cash provided by operating activities was~~2018 from $88.7 million in the first six months of ~~2017 compared~~2017. This $71.0 million increase in cash provided by operations was primarily due to ~~cash used in~~the net effect of the following items:

consolidated operating ~~activities~~income of ~~$8.7~~$248.8 million in the first six months of ~~2016. This $97.4~~2018, an improvement of $101.6 million ~~increase in the amount~~compared to an operating income of ~~net cash provided was primarily due to the net effects of the following:~~

~~excluding the non-cash long-lived asset impairment charge of $170.6~~$147.2 million in the first six months of 2017 related to our Waste Management Segment, and the non-cash contract-related intangible asset impairment charge of $5.1 million in the first six months of 2016 related to our Real Estate Management and Development Segment, a $133.9 million improvement in operating income in 2017 compared to the first six months of 2016, primarily due to higher earnings in our Chemicals Segment;2017;

lower net cash paid for income taxes in 2018 of $20.4 million resulting from timing of tax payments;

•

lower net distributions from our TiO₂ manufacturing joint venture in 2018 of $3.6 million, primarily due to the timing of the joint venture’s working capital; and

a ~~$27.4~~$19.3 million ~~increase~~decrease in the amount of net cash used in relative changes in receivables, inventories, payables and accrued liabilities in ~~2017;~~the first six months of 2018.

~~higher cash paid for taxes of $17.8 million due to our improved earnings and~~

•

~~higher net distributions from our TiO~~₂~~manufacturing joint venture in 2017 of $1.8 million, primarily due to the timing of the joint venture’s working capital needs.~~

Changes in working capital were affected by accounts receivable and inventory changes as shown below:

Kronos’ average days sales outstanding (“DSO”) increased ~~slightly~~ from December 31, ~~2016~~2017 to June 30, ~~2017,~~2018, primarily as a result of relative changes in the timing of collections.

Kronos’ average days sales in inventory (“DSI”) ~~decreased~~, increased from December 31, ~~2016~~2017 to June 30, ~~2017~~2018 principally due to higher ~~sales volumes in the second quarter of 2017 compared to the fourth quarter of 2016 while production volumes were comparable.~~inventory volumes.

CompX’s average DSO increased ~~slightly~~ from December 31, ~~2016~~2017 to June 30, ~~2017.~~2018. Generally, we expect ~~CompX’s~~our average days sales outstanding to increase from December to June as the result of a seasonal increase in sales during the second quarter as compared to the fourth quarter. Overall, our June 30, ~~2017~~2018 days sales outstanding compared to December 31, ~~2016~~2017 is in line with our expectations.

CompX’s average DSI decreased from December 31, ~~2016~~2017 to June 30, ~~2017~~2018 primarily as a result of the seasonal increase in sales during the second quarter ~~2017~~2018 as compared to the fourth quarter of ~~2016.~~2017.

- 47 -

For comparative purposes, we have also provided comparable prior period numbers below.

December 31,
2015

June 30,
2016

December 31,
2016

June 30,

2017

December 31,
2017

June 30,

2018

Kronos:

Days sales outstanding

~~66 days~~

65 days

68 days

~~Days sales in inventory~~

8063 days

5570 days

Days sales in inventory

71 days

52 days

62 days

68 days

CompX:

Days sales outstanding

~~31 days~~

~~42 days~~

36 days

37 days

38 days

39 days

Days sales in inventory

7679 days

6968 days

79 days

6871 days

~~- 44 -~~

We do not have complete access to the cash flows of our majority-owned subsidiaries, due in part to limitations contained in certain credit agreements of our subsidiaries and because we do not own 100% of these subsidiaries. A detail of our consolidated cash flows from operating activities is presented in the table below. Intercompany dividends have been eliminated.

	Six months ended June 30,						Six months ended June 30,
	2016			2017			2017			2018
	(In millions)						(In millions)
Cash provided by (used in) operating activities:
Valhi exclusive of its subsidiaries	$	7.5		$	(2.2	)	$	(2.2	)	$	27.8
Kronos		16.6			101.5			101.5			169.7
NL exclusive of its subsidiaries		6.1			6.4			6.4			7.2
CompX		1.9			4.3			4.3			6.1
BMI		1.2			1.3			1.3			.1
LandWell		(3.7	)		(.9	)		(.9	)		(3.5	)
WCS		(7.9	)		8.8			8.8			2.3
Tremont exclusive of its subsidiaries		(1.5	)		(1.2	)		(1.2	)		4.6
Eliminations		(28.9	)		(29.3	)		(29.3	)		(54.6	)
Total	$	(8.7	)	$	88.7		$	88.7		$	159.7

Investing Activities –

We spent ~~$30.5~~$27.6 million in capital expenditures during the first six months of ~~2017~~2018 including:

$~~26.6~~24.8 million in our Chemicals Segment;

$~~1.6~~1.4 million in our Component Products Segment;

$~~.3 million in our Waste Management Segment; and~~

~~$2.0~~1.3 million in our Real Estate Management and Development ~~Segment.~~Segment; and

~~Our~~$.1 million in our former Waste Management Segment ~~also had $2.2~~prior to its sale.

We received cash proceeds from the sale of land not used in our operations of $19.5 million ~~in expenditures for capitalized permit costs~~ in the first ~~six months~~quarter of ~~2017. In addition, during the first six months of 2017 we had net purchases of $.1 million of marketable securities.~~2018.

Financing Activities—

During the six months ended June 30, ~~2017,~~2018, we:

~~borrowed a net $3.8 million on Valhi’s credit facility with Contran;~~

~~borrowed a net $16.3~~repaid $2.2 million under ~~Kronos’ North American revolving credit facility ($160.8 million of gross borrowings and $144.5 million of gross repayments);~~

~~borrowed $20.5 million under BMI’s new bank loan ($19.5 million carrying amount, net of debt issuance costs) and used the proceeds to repay BMI’s $8.5 million outstanding bank credit facility;~~Tremont’s promissory note payable; and

paid quarterly dividends to Valhi stockholders aggregating $.04 per share ($13.6 million).

The declaration and payment of future dividends, and the amount thereof, is discretionary and is dependent upon these and other factors deemed relevant by our Board of Directors. The amount and timing of past dividends is not necessarily indicative of the amount or timing of any future dividends which might be paid. There are currently no contractual restrictions on the amount of dividends which we may pay. Distributions to noncontrolling interest in subsidiaries in the first six months of ~~2017~~2018 are comprised of CompX dividends paid to shareholders other than NL and Kronos dividends paid to shareholders other than us and NL.

- 48 -

Outstanding Debt Obligations

At June 30, ~~2017,~~2018, our consolidated indebtedness attributable to continuing operations was comprised of:

Valhi’s $250 million loan from Snake River Sugar Company due in 2027;

Valhi’s ~~$282.7~~$320.6 million outstanding on its ~~$325~~$360 million credit facility with Contran which is due no earlier than December 31, ~~2018;~~

~~- 45 -~~

•

~~$338.6 million aggregate borrowing under Kronos’ term loan ($334.9 million carrying amount, net of unamortized original issue discount and debt issuance costs) due through February 2020;~~

~~WCS’ financing capital lease with Andrews County, Texas ($63.1 million carrying amount) which has an effective interest rate of 7.0% and is due in monthly installments through August 2035;~~2019;

~~$16.3~~€400 million aggregate outstanding on ~~Kronos’ North American revolving credit facility;~~our new KII 3.75% Senior Secured Notes ($458.6 million carrying amount, net of unamortized debt issuance costs) due in September 2025;

Tremont’s promissory note payable ($~~14.5~~10.9 million outstanding) due in December 2023;

$~~19.7~~18.9 million on BMI’s bank loan ($~~18.7~~18.0 million carrying amount, net of unamortized debt issuance costs), due through June 2032;

$~~2.7~~2.3 million on LandWell’s note payable to the City of Henderson due in October 2020; and

approximately ~~$9.7~~$2.9 million of other indebtedness, primarily capital lease obligations.

Certain of our credit facilities require the respective borrowers to maintain a number of covenants and restrictions which, among other things, restrict our ability to incur additional debt, incur liens, pay dividends or merge or consolidate with, or sell or transfer substantially all of our assets to, another entity, and contain other provisions and restrictive covenants customary in lending transactions of this type. Certain of our credit agreements contain provisions which could result in the acceleration of indebtedness prior to their stated maturity for reasons other than defaults for failure to comply with typical financial or payment covenants. For example, certain credit agreements allow the lender to accelerate the maturity of the indebtedness upon a change of control (as defined in the agreement) of the borrower. In addition, certain credit agreements could result in the acceleration of all or a portion of the indebtedness following a sale of assets outside the ordinary course of business. Kronos’ North American and European revolvers contain a number of covenants and restrictions which, among other things, restrict its ability to incur additional debt, incur liens, pay dividends or merge or consolidate with, or sell or transfer substantially all of its assets to, another entity, and contains other provisions and restrictive covenants customary in lending transactions of this ~~type~~.type. Kronos’ European revolving credit facility also requires the maintenance of certain financial ratios, and one of such requirements is based on the ratio of net debt to the last twelve months EBITDA of the borrowers. The terms of all of our debt instruments (including revolving lines of credit for which we have no outstanding borrowings at June 30, ~~2017)~~2018) are discussed in Note 89 to our ~~Consolidated Financial Statements included in our 2016~~2017 Annual Report. We are in compliance with all of our debt covenants at June 30, ~~2017.~~2018. We believe that we will be able to continue to comply with the financial covenants contained in our credit facilities through their ~~maturity.~~maturity; however, if future operating results differ materially from our expectations we may be unable to maintain compliance.

Future Cash Requirements

Liquidity –

Our primary source of liquidity on an ongoing basis is our cash flows from operating activities and borrowings under various lines of credit and notes. We generally use these amounts to (i) fund capital expenditures, (ii) repay short-term indebtedness incurred primarily for working capital purposes and (iii) provide for the payment of dividends (including dividends paid to us by our subsidiaries) or treasury stock purchases. From time-to-time we will incur indebtedness, generally to (i) fund short-term working capital needs, (ii) refinance existing indebtedness, (iii) make investments in marketable and other securities (including the acquisition of securities issued by our subsidiaries and affiliates) or (iv) fund major capital expenditures or the acquisition of other assets outside the ordinary course of business. Occasionally we sell assets outside the ordinary course of business, and we generally use the proceeds to (i) repay existing indebtedness (including indebtedness which may have been collateralized by the assets sold), (ii) make investments in marketable and other securities, (iii) fund major capital expenditures or the acquisition of other assets outside the ordinary course of business or (iv) pay dividends.

We routinely compare our liquidity requirements and alternative uses of capital against the estimated future cash flows we expect to receive from our subsidiaries, and the estimated sales value of those units. As a result of this process, we have in the past sought, and may in the future seek, to raise additional capital, refinance or restructure indebtedness, repurchase indebtedness in the market or otherwise, modify our dividend policies, consider the sale of our interests in our subsidiaries, affiliates, business units, marketable securities or other assets, or take a combination of these and other steps, to increase liquidity, reduce indebtedness and fund future activities. Such activities have in the past and may in the future involve related companies. From time to time, we and our subsidiaries may enter into intercompany loans as a cash management tool. Such notes are structured as revolving demand notes and pay and receive interest on terms we believe are generally more favorable than current debt and investment market rates. The companies that borrow under these notes have sufficient ~~borrowing capacity~~liquidity to repay the ~~notes at any time upon demand.~~notes. All of these notes and related interest expense and income are eliminated in our Condensed Consolidated Financial Statements.

- 49 -

We periodically evaluate acquisitions of interests in or combinations with companies (including our affiliates) that may or may not be engaged in businesses related to our current businesses. We intend to consider such acquisition activities in the future and, in connection with this activity, may consider issuing additional equity securities and increasing indebtedness. From time to time, we also evaluate the restructuring of ownership interests among our respective subsidiaries and related companies.

~~- 46 -~~

We believe we will be able to comply with the financial covenants contained in our credit facilities through their maturities; however, if future operating results differ materially from our expectations we may be unable to maintain compliance. Based upon our expectations of our operating performance, and the anticipated demands on our cash resources, we expect to have sufficient liquidity to meet our ~~short term obligations~~short-term (defined as the twelve-month period ending June 30, ~~2017)~~2019) and ~~our~~ long-term obligations (defined as the five-year period ending ~~March 31, 2022, our time period for long-term budgeting)~~June 30, 2023). ~~In this regard, see the discussion above in~~ ~~“Outstanding Debt Obligations.”~~ If actual developments differ from our expectations, our liquidity could be adversely affected.

At June 30, ~~2017,~~2018, we had credit available under existing facilities of ~~approximately $270.8~~$262.2 million, which was comprised of:

•

$104.7 ⁽¹⁾ million under Kronos’ European revolving credit facility;

$~~91.4~~118.1 million under Kronos’ North American revolving credit facility; and

•

$~~137.1~~39.4^{(1) (2)} million under ~~Kronos’ European revolving~~Valhi’s Contran credit ~~facility; and~~facility.

•(1)

~~$42.3~~⁽²⁾ ~~million under Valhi’s revolving credit facility with Contran.~~

⁽¹⁾

Based on Kronos’ EBITDA over the last twelve months ending June 30, ~~2017,~~2018, the full ~~€120.0~~€90.0 million amount ~~of the credit facility ($137.1 million)~~ is available for borrowing at ~~June 30, 2017.~~such date

⁽²⁾

Amounts available under this facility are at the sole discretion of Contran.

~~We could borrow all of the amounts noted above without violating any covenants of the credit facilities.~~

At June 30, ~~2017,~~2018, we had an aggregate of ~~$275.1~~$586.3 million of restricted and unrestricted cash, cash equivalents and marketable securities, including ~~$115.1 million~~$173.5 held by our non-U.S. subsidiaries.Following implementation of a territorial tax system under the 2017 Tax Act, repatriation of any cash and cash equivalents held by our non-U.S. subsidiaries would not be expected to result in any material income tax liability as a result of such repatriation. A detail by entity is presented in the table below.

	Total		Amount held outside U.S.		Total		Amount held outside U.S.
	(In millions)				(In millions)
Kronos	$	115.4	$	115.1	$	433.3	$	173.4
CompX		22.5		—		33.7		—
NL exclusive of its subsidiaries		72.0		—		82.0		.1
WCS		24.8		—
Tremont exclusive of its subsidiaries						8.5		—
LandWell		14.0		—		13.0		—
BMI		17.2		—		15.7		—
Tremont exclusive of its subsidiaries		8.9		—
Valhi exclusive of its subsidiaries		.3		—		.1		—
Total restricted and unrestricted cash, cash equivalents and marketable securities	$	275.1	$	115.1	$	586.3	$	173.5

We currently expect our aggregate capital expenditures for ~~2017~~2018 will be approximately ~~$84~~$79 million as follows:

$6567 million by our Chemicals Segment, including approximately ~~$14~~$26 million in the area of environmental compliance, protection and improvement;

$34 million by our Component Products Segment;

$118 million by our Real Estate Management and Development Segment.

~~The WCS amount includes~~Our Waste Management Segment spent approximately $2$.1 million in capitalized ~~operating permit costs (already incurred), see Note 3~~expenditures in 2018 prior to the ~~Condensed Consolidated Financial Statements.~~sale in January. In addition LandWell expects to spend approximately ~~$22~~$15 million on land development costs during ~~2017~~2018 (which are included in the determination of cash provided by operating activities).

Capital spending for ~~2017~~2018 is expected to be funded primarily through cash generated from operations and borrowing under existing credit facilities. Planned capital expenditures in ~~2017~~2018 at Kronos and CompX will primarily be to maintain and improve the cost-effectiveness of our facilities. ~~A significant portion (approximately $13 million) of Kronos’ planned capital expenditures in 2017 relates to the implementation of a new accounting and manufacturing system.~~ In addition, Kronos’ capital expenditures in the area of environmental compliance, protection and improvement include expenditures which are primarily focused on increased operating efficiency but also result in improved environmental protection, such as lower emissions from our manufacturing plants.

We, Kronos and CompX have programs to repurchase common stock from time to time as market conditions permit. These stock repurchase programs do not include specific price targets or timetables and may be suspended at any time. Depending on market conditions, these programs may be terminated prior to completion. Cash on hand will be used to acquire the shares and repurchased shares will be added to treasury shares and cancelled.

At June 30, ~~2017~~2018 Valhi had approximately 4.0 million shares of our common stock available to repurchase under the authorizations made by our board of directors.

Kronos’ board of directors authorized the repurchase of up to 2.0 million shares of its common stock in open market transactions, including block purchases, or in privately-negotiated transactions at unspecified prices and over an unspecified period of time. Kronos may repurchase its common stock from time to time as market conditions permit. At June 30, ~~2017~~2018 approximately 1.95 million shares are available for repurchase.

CompX’s board of directors authorized the repurchase of its Class A common stock in open market transactions, including block purchases, or in privately-negotiated transactions at unspecified prices and over an unspecified period of time. At June 30, ~~2017~~2018 approximately 678,000 shares were available for purchase under these authorizations.

Because our operations are conducted primarily through subsidiaries and affiliates, our long-term ability to meet parent company level corporate obligations is largely dependent on the receipt of dividends or other distributions from our subsidiaries and affiliates. If Kronos ~~pays its~~paid a regular dividend of $.15 per share in each quarter of 2017 for which we received $34.8 million. In the first quarter of 2018 Kronos announced it was increasing its regular dividend to $.17 per share. If Kronos were to pay its $.17 per share in each quarter of 2018 based on the 58.0 million shares we held of Kronos common stock at June 30, ~~2017,~~2018, we would receive aggregate annual regular dividends from Kronos of ~~$34.8~~$39.4 million. ~~We did~~NL has not ~~receive any dividends from NL during 2016~~paid a dividend since prior to 2015 and we do not know if we will receive any cash dividends from NL during ~~2017. We did not receive any distributions from WCS during 2016, and we do not expect to receive any distributions from WCS during 2017.~~2018. BMI and LandWell do pay cash dividends from time to time, but the timing and amount of such dividends are uncertain. In this regard, we received aggregate dividends from BMI and LandWell of ~~$12.4~~$5.8 million in ~~2016.~~2017. We do not know if we will receive additional distributions from BMI and LandWell during ~~2017.~~2018. All of our ownership interest in CompX is held through our ownership in ~~NL,~~NL; as such we do not receive any dividends from CompX. Instead any dividend paid by CompX is paid to NL.

~~Certain of our~~Our subsidiaries have various credit agreements with unrelated third-party lenders which contain customary limitations on the payment of dividends, typically a percentage of net income or cash flow; however, these restrictions in the past have not significantly impacted their ability to pay dividends.

We have in the past, and may in the future, purchase the securities of our subsidiaries and affiliates or third parties in market or privately-negotiated transactions. We base our purchase decision on a variety of factors, including an analysis of the optimal use of our capital, taking into account the market value of the securities and the relative value of expected returns on alternative investments. In connection with these activities, we may consider issuing additional equity securities or increasing our indebtedness. We may also evaluate the restructuring of ownership interests of our businesses among our subsidiaries and related companies.

We generally do not guarantee any indebtedness or other obligations of our subsidiaries or affiliates. Our subsidiaries are not required to pay us dividends. If one or more of our subsidiaries were unable to maintain its current level of dividends, either due to restrictions contained in a credit agreement or to satisfy its liabilities or otherwise, our ability to service our liabilities or to pay dividends on our common stock could be adversely impacted. If this were to occur, we might consider reducing or eliminating our dividends or selling interests in subsidiaries or other assets. If we were required to liquidate assets to generate funds to satisfy our liabilities, we might be required to sell at what we believe would be less than what we believe is the long-term value of such assets.

Prior to its sale in January 2018, WCS’ primary source of liquidity ~~currently consists~~consisted of intercompany borrowings from one of our wholly-owned subsidiaries under the terms of a revolving credit facility. We ~~eliminate~~eliminated these intercompany borrowings in our Condensed Consolidated Financial Statements. WCS has borrowed substantial amounts from us over the years. ~~Prior~~Effective with the sale in January 2018, the outstanding balance under this facility of $35.7 million was contributed to ~~2015, we contributed these amounts to WCS’ capital. WCS had net repayments of $1.3 million during~~equity and the ~~first six months of 2017 to our subsidiary and at June 30, 2017 the balance~~intercompany note was $40.4 million. WCS could borrow an additional $44.6 million under its current intercompany facility with such subsidiary at June 30, 2017. It is probable WCS will borrow additional amounts from our subsidiary during 2017 under the terms of the revolving credit facility.terminated.

OnIn November ~~14,~~ 2016 we entered into a ~~$50~~$50 million revolving credit facility with a subsidiary of NL ~~collateralized~~ secured with approximately 35.2 million shares of the common stock of Kronos Worldwide, Inc. held by NL’s ~~subsidiary.~~subsidiary as collateral. Outstanding borrowings

under the credit facility bear interest at the prime rate plus 1.875% per annum, payable quarterly, with all amounts due on December 31, 2023. The maximum principal amount which may be outstanding from time-to-time under the credit facility is limited to 50% of

the amount of the most recent closing price of the Kronos stock. The credit facility contains a number of covenants and restrictions which, among other things, restrict NL’s subsidiary’s ability to incur additional debt, incur liens, and merge or consolidated with, or sell or transfer substantially all of NL’s subsidiary’s assets to, another entity, and require NL’s subsidiary to maintain a minimum specified level of consolidated net worth. Upon an event of default (as defined in the credit facility), Valhi will be entitled to terminate its commitment to make further loans to NL’s subsidiary, declare the outstanding loans (with interest) immediately due and payable, and exercise its rights with respect to the collateral under the Loan Documents. Such collateral rights include, upon certain insolvency events with respect to NL’s subsidiary or NL, the right to purchase all of the Kronos common stock at a purchase price equal to the aggregate market value, less amounts owing to Valhi under the Loan Documents, and up to 50% of such purchase price may be paid by Valhi in the form of an unsecured promissory note bearing interest at the prime rate plus 2.75% per annum, payable quarterly, with all amounts due no later than five years from the date of purchase, with the remainder of such purchase price payable in cash at the date of purchase. We also eliminate any such intercompany borrowings in our Condensed Consolidated Financial Statements. During 2016 NL’s subsidiary borrowed $.5 million under this facility, no additional amounts have been borrowed, and ~~had no borrowings or repayments during the first six months of 2017. NL could borrow an additional $49.5~~$.5 million is outstanding under this ~~credit~~ facility at June 30, ~~2017.~~2018.

We have an unsecured revolving demand promissory note with Kronos which, as amended, ~~in August 2016,~~ provides for borrowings from Kronos of up to $60 million. We also eliminate any such intercompany borrowings in our Condensed Consolidated Financial Statements. ~~We had no borrowings from Kronos during 2016 and the first six months of 2017 under this~~The facility, ~~which~~ as amended, is due on demand, but in any event no earlier than December 31, 2019. We had gross borrowings of $2.6 million and gross repayments of $16.2 million during the first six months of 2018, and no amount was outstanding under this facility at June 30, 2018. We could borrow an additional $60 million under our current intercompany facility with Kronos at June 30, 2018. Kronos’ obligation to loan us money under this note is at Kronos’ discretion.

We also have an unsecured revolving demand promissory note with CompX which, as amended, provides for borrowings from CompX of up to $40 million. We also eliminate these intercompany borrowings in our Condensed Consolidated Financial Statements. ~~Such~~The facility, as amended, is due on demand, but in any event no earlier than December 31, ~~2018. During~~2019. We had gross borrowings of $25.3 million and gross repayments of $25.9 million during the first six months of ~~2017 we have had gross borrowings~~2018, and a total outstanding balance of ~~$39.3~~$37.6 million ~~and gross repayments of $27.2 million, and~~ at June 30, ~~2017 an aggregate of $39.5 million was outstanding under the facility.~~2018. We could borrow an additional ~~$.5~~$2.4 million under our current intercompany facility with CompX at June 30, ~~2017.~~2018. CompX’s obligation to loan us money under this note is at CompX’s discretion.

The terms of The Amalgamated Sugar Company LLC Company Agreement provide for an annual “base level” of cash dividend distributions (sometimes referred to as distributable cash) by the LLC of $26.7 million, from which we are entitled to a 95% preferential share. Distributions from the LLC are dependent, in part, upon the operations of the LLC. We record dividend distributions from the LLC as income when they are declared by the LLC, which is generally the same month in which we receive the distributions, although distributions may in certain cases be paid on the first business day of the following month. To the extent the LLC’s distributable cash is below this base level in any given year, we are entitled to an additional 95% preferential share of any future annual LLC distributable cash in excess of the base level until such shortfall is recovered. Based on the LLC’s current projections for 2017, we expect distributions received from the LLC in ~~2017~~2018 will exceed our debt service requirements under our $250 million loans from Snake River Sugar Company by approximately $1.8 million.

We may, at our option, require the LLC to redeem our interest in the LLC and the LLC has the right to redeem our interest in the LLC beginning in 2027. The redemption price is generally $250 million plus the amount of certain undistributed income allocable to us, if any. In the event we require the LLC to redeem our interest in the LLC, Snake River has the right to accelerate the maturity of and call our $250 million aggregate loans from Snake River. Redemption of our interest in the LLC would result in us reporting income related to the disposition of our LLC interest for income tax purposes, although we would not be expected to report a gain in earnings for financial reporting purposes at the time our LLC interest is redeemed. However, because of Snake River’s ability to call our $250 million loans from Snake River upon redemption of our interest in the LLC, the net cash proceeds (after repayment of the debt) generated by the redemption of our interest in the LLC could be less than the income taxes that we would be required to pay as a result of the disposition.

On May 30, 2018, we entered into an agreement with the LLC in which we agreed to sell our interest in Amalgamated for consideration consisting of $12.5 million in cash and the deemed payment in full of our $250 million in loans we owe Snake River. Closing of the sale is scheduled for August 31, 2018 and is contingent on Snake River obtaining all required consents of the secured lenders of Snake River and Amalgamated, see Notes 6 and 8 to our Condensed Consolidated Financial Statements.

We do not have any off-balance sheet financing agreements other than the operating leases discussed in our ~~2016~~2017 Annual Report.

There have been no material changes in our contractual obligations since we filed our ~~2016~~2017 Annual Report and we refer you to that report for a complete description of these commitments.

We are subject to certain commitments and contingencies, as more fully described in Notes 14 and 18 to our ~~2016~~2017 Annual Report, or in Notes 1314 and 1617 to our Condensed Consolidated Financial Statements and in Part II, Item 1 of this Quarterly Report, including:

certain income tax ~~examinations which are underway~~contingencies in various U.S. and non-U.S. jurisdictions;

certain environmental remediation matters involving NL, ~~Tremont, BMI, LandWell~~ and ~~Valhi;~~BMI;

certain litigation related to NL’s former involvement in the manufacture of lead pigment and lead-based paint; and

certain other litigation to which we are a party.

In addition to such legal proceedings various legislation and administrative regulations have, from time to time, been proposed that seek to (i) impose various obligations on present and former manufacturers of lead pigment and lead-based paint (including NL) with respect to asserted health concerns associated with the use of such products and (ii) effectively overturn court decisions in which NL and other pigment manufacturers have been successful. Examples of such proposed legislation include bills which would permit civil liability for damages on the basis of market share, rather than requiring plaintiffs to prove that the defendant’s product caused the alleged damage, and bills which would revive actions barred by the statute of limitations. While no legislation or regulations have been enacted to date that are expected to have a material adverse effect on our consolidated financial position, results of operations or liquidity, enactment of such legislation could have such an effect.

There have been no changes in the first six months of ~~2017~~2018 with respect to our critical accounting policies presented in Management’s Discussion and Analysis of Financial Condition and Results of Operation in our ~~2016~~2017 Annual Report.

We are exposed to market risk, including currency exchange rates, interest rates and security prices, and raw material prices. There have been no material changes in these market risks since we filed our ~~2016~~2017 Annual Report, and refer you to Part I, Item 7A.—“Quantitative and Qualitative Disclosure About Market Risk” in our ~~2016~~2017 Annual Report. See also Note 1718 to our Condensed Consolidated Financial Statements.

We have substantial operations located outside the United States for which the functional currency is not the U.S. dollar. As a result, our assets and liabilities, results of operations and cash flows will fluctuate based upon changes in currency exchange rates.

We periodically use currency forward contracts to manage a nominal portion of currency exchange rate market risk associated with trade receivables, or similar exchange rate risk associated with future sales, denominated in a currency other than the holder’s functional currency. These contracts generally relate to our Chemicals Segment’s operations. We have not entered into these contracts for trading or speculative purposes in the past, nor do we currently anticipate entering into such contracts for trading or speculative purposes in the future. Some of the currency forward contracts we enter into meet the criteria for hedge accounting under GAAP and are designated as cash flow hedges. For these currency forward contracts, gains and losses representing the effective portion of our hedges are deferred as a component of accumulated other comprehensive income, and are subsequently recognized in earnings at the time the hedged item affects earnings. For the currency forward contracts we enter into which do not meet the criteria for hedge accounting, we mark-to-market the estimated fair value of such contracts at each balance sheet date, with any resulting gain or loss recognized in income currently as part of net currency transactions.

We maintain disclosure controls and procedures which, as defined in Exchange Act Rule 13a-15(e), means controls and other procedures that are designed to ensure that information required to be disclosed in the reports we file or submit to the SEC under the Securities Exchange Act of 1934, as amended (the “Act”), is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in the reports we file or submit to the SEC under the Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions to be made regarding required disclosure. Each of Robert D. Graham, our Vice Chairman of the Board, President and Chief Executive Officer, and Gregory M. Swalwell, our Executive Vice President, Chief Financial Officer and Chief Accounting Officer, have evaluated the design and effectiveness of our disclosure controls and procedures as of June 30, ~~2017.~~2018. Based upon their evaluation, these executive officers have concluded that our disclosure controls and procedures were effective as of the date of such evaluation.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting which, as defined by Exchange Act Rule 13a-15(f) means a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by the board of directors, management and other personnel, 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, and includes those policies and procedures that:

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 Consolidated Financial Statements.

As permitted by the SEC, our assessment of internal control over financial reporting excludes (i) internal control over financial reporting of equity method investees and (ii) internal control over the preparation of any financial statement schedules which would be required by Article 12 of Regulation S-X. However, our assessment of internal control over financial reporting with respect to equity method investees did include controls over the recording of amounts related to our investment that are recorded in the consolidated financial statements, including controls over the selection of accounting methods for our investments, the recognition of equity method earnings and losses and the determination, valuation and recording of our investment account balances.

In January ~~2017,~~2018, our Chemicals Segment implemented a new enterprise resource planning system covering ~~certain finance processes (principally general ledger, accounts receivable~~sales, procurement, manufacturing and ~~accounts payable).~~plant maintenance. We believe we have maintained appropriate internal control over financial reporting during such implementation period. There has been no other change to our internal control over financial reporting during the quarter ended June 30, ~~2017~~2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Implementation of the remaining portion of such enterprise resource planning system covering sales, procurement, manufacturing and plant maintenance is not expected to occur until January 2018 at the earliest.

Refer to Note 1617 to our Condensed Consolidated Financial Statements and ~~Note 18 to~~ our ~~Consolidated Financial Statements included in our 2016~~2017 Annual Report for ~~a description~~descriptions of certain legal proceedings.

~~United States v. NL Industries, Inc.~~ (United States District Court, Western District of New York, Case No. 17-cv-124). In July 2017, the District Court entered the Consent Decree and NL paid the settlement amount to the United States.

~~In August 2017, we were served in~~ ~~Refined Metals Corporation v. NL Industries, Inc.~~, (United States District Court for the Southern District of Indiana, Case 1:17-cv-2565). This is a CERCLA and state law contribution action brought by the current owner of a former secondary lead smelting facility located in Beech Grove, Indiana. We intend to deny liability and will defend vigorously against all claims.

For a discussion of the risk factors related to our businesses, please refer to Part I, Item 1A, “Risk Factors,” in our ~~2016~~2017 Annual report. There have been no material changes to such risk factors during the first six months of ~~2017.~~2018.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Delaware		87-0110150
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

5430 LBJ Freeway, Suite 1700, Dallas, Texas		~~75240-2697~~75240-2620
(Address of principal executive offices)		(Zip Code)

			Page number

Part I.	FINANCIAL INFORMATION

	Item 1.	Financial Statements

		Condensed Consolidated Balance Sheets – December 31, ~~2016~~2017 and June 30, ~~2017~~2018 (unaudited)		3

		Condensed Consolidated Statements of ~~Operations~~Income (unaudited) – Three and six months ended June 30, ~~2016~~2017 and ~~2017~~2018		5

		Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) – Three and six months ended June 30, ~~2016~~2017 and ~~2017~~2018		6

		Condensed Consolidated Statements of Cash Flows (unaudited) – Six months ended June 30, ~~2016~~2017 and ~~2017~~2018		7

		Condensed Consolidated Statement of Equity (unaudited) – Six months ended June 30, ~~2017~~2018		8

		Notes to Condensed Consolidated Financial Statements (unaudited)		9

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2934

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		5154

	Item 4.	Controls and Procedures		5154

Part II.	OTHER INFORMATION

	Item 1.	Legal Proceedings		5356

	Item 1A.	Risk Factors		5356

	Item 6.	Exhibits		5457

Item No.		Exhibit Index

31.1		Certification

31.2		Certification

32.1		Certification

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

			VALHI, INC.
			(Registrant)





Date		August 8, ~~2017~~2018	/s/ Gregory M. Swalwell
			Gregory M. Swalwell (Executive Vice President, Chief Financial Officer and Chief Accounting Officer)

Date	~~Date~~	August 8, ~~2017~~2018	/s/ Amy Allbach Samford
			Amy Allbach Samford (Vice President and Controller)

Business segment	Entity	% controlled at June 30, ~~2017~~2018
Chemicals	Kronos	80	%
Component products	CompX	87	%
~~Waste management~~	~~WCS~~	~~100~~	%
Real estate management and development	BMI and LandWell	63% - 77	%

	Market value		Cost basis		Unrealized losses, net			Market value		Cost basis		Unrealized losses, net
	(In millions)							(In millions)
December 31, 2016:
December 31, 2017:
Current assets	$	4.4	$	4.4	$	—		$	3.0		3.0		—
Noncurrent assets:
The Amalgamated Sugar Company LLC	$	250.0	$	250.0	$	—		$	250.0		250.0		—
Other		3.5		3.7		(.2	)		5.7		5.9		(.2	)
Total	$	253.5	$	253.7	$	(.2	)	$	255.7		255.9		(.2	)
June 30, 2017:
June 30, 2018:
Current assets	$	.8	$	.8	$	—		$	1.6		1.6		—
Noncurrent assets:
The Amalgamated Sugar Company LLC	$	250.0	$	250.0	$	—		$	250.0	$	250.0	$	—
Other		7.2		7.4		(.2	)		6.8		7.1		(.3	)
Total	$	257.2	$	257.4	$	(.2	)	$	256.8	$	257.1	$	(.3	)

	Six months ended June 30,					Six months ended June 30,
	2016			2017		2017		2018
	(In millions)					(In millions)
Noncontrolling interest in net income (loss) of subsidiaries:
Kronos Worldwide	$	(.5	)	$	45.6	$	45.6	$	29.0
NL Industries		(.2	)		8.4		8.4		(4.8	)
CompX International		.6			.9		.9		1.1
BMI		(1.3	)		.2		.2		.7
LandWell		(.3	)		.3		.3		1.2
Total	$	(1.7	)	$	55.4	$	55.4	$	27.2

	Amount			Amount
	(In millions)			(In millions)
Balance at the beginning of the year	$	122.6		$	117.5
Additions charged to expense, net		3.2			4.5
Payments, net		(1.0	)		(1.1	)
Currency and other		.1
Balance at the end of period	$	124.9		$	120.9
Amounts recognized in our Condensed Consolidated Balance Sheet at the end of the period:
Current liabilities	$	14.8		$	19.6
Noncurrent liabilities		110.1			101.3
Total	$	124.9		$	120.9

Impact of changes in currency exchange rates three months ended June 30, 2017 vs June 30, 2016

Impact of changes in currency exchange rates three months ended June 30, 2018 vs June 30, 2017																Impact of changes in currency exchange rates three months ended June 30, 2018 vs June 30, 2017

	Transaction gains/losses recognized								Translation gain/loss – impact of rate changes				Total currency impact 2017 vs 2016			Transaction gains/(losses) recognized							Translation gains – impact of rate changes		Total currency impact 2018 vs 2017
	2016		2017			Change						2017					2018			Change			Translation gains – impact of rate changes		Total currency impact 2018 vs 2017
	(In millions)															(In millions)
Impact on:									Translation gain/loss – impact of rate changes				Total currency impact 2017 vs 2016
Net sales	$	-	$	-		$	-		$	(8	)		$	(8	)	$	—		$	—	$	—	$	22	$	22
Income from operations		2		(4	)		(6	)		1				(5	)
Operating income																	(4	)		10		14		4		18