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What changed in KRONOS WORLDWIDE INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of KRONOS WORLDWIDE INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+291 added−288 removedSource: 10-K (2026-03-09) vs 10-K (2025-03-06)

Top changes in KRONOS WORLDWIDE INC's 2025 10-K

291 paragraphs added · 288 removed · 233 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

81 edited+6 added−5 removed66 unchanged
Biggest changeOur chloride process production and remaining sulfate production capacity has increased by approximately 5% over the past ten years due to debottlenecking programs with only moderate capital expenditures. 7 ​ The following table presents the division of our expected 2025 manufacturing capacity by plant location and type of manufacturing process: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % of capacity by TiO 2 ​ ​ ​ ​ manufacturing process ​ Facility Description Chloride ​ Sulfate Leverkusen, Germany (1) ​ TiO 2 production, chloride process, co-products ​ 29 % - % Nordenham, Germany ​ TiO 2 production, sulfate process, co-products ​ - ​ 10 Langerbrugge, Belgium TiO 2 production, chloride process, co-products, titanium chemicals products 15 - ​ Fredrikstad, Norway (2) TiO 2 production, sulfate process, co-products - 5 ​ Varennes, Canada (3) TiO 2 production, chloride process, slurry facility, titanium chemicals products 15 - ​ Lake Charles, LA, US (4) TiO 2 production, chloride process 26 - ​ Total ​ ​ 85 % 15 % (1) The Leverkusen facility is located within a more extensive manufacturing complex.
Biggest changeIn North America, we have a TiO 2 plant in Varennes, Quebec, Canada and a TiO 2 plant near Lake Charles, Louisiana. 7 ​ The following table presents the division of our expected 2026 manufacturing capacity by plant location and type of manufacturing process: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % of capacity by TiO 2 ​ ​ ​ ​ manufacturing process ​ Facility ​ ​ ​ Description ​ ​ ​ Chloride ​ Sulfate Leverkusen, Germany (1) ​ TiO 2 production, chloride process, co-products ​ 28 % - % Nordenham, Germany ​ TiO 2 production, sulfate process, co-products ​ - ​ 11 Langerbrugge, Belgium TiO 2 production, chloride process, co-products, titanium chemicals products 15 - ​ Fredrikstad, Norway (2) TiO 2 production, sulfate process, co-products - 6 ​ Varennes, Canada (3) TiO 2 production, chloride process, slurry facility, titanium chemicals products 16 - ​ Lake Charles, LA, US TiO 2 production, chloride process, slurry facility 24 - ​ Total ​ ​ 83 % 17 % (1) The Leverkusen facility is located within a more extensive manufacturing complex.
TiO 2 is considered a “quality-of-life” product. Demand for TiO 2 has generally been driven by worldwide gross domestic product and has generally increased with rising standards of living in various regions of the world. According to industry estimates, TiO 2 consumption has grown at a compound annual growth rate of approximately 3% since 2000.
TiO 2 is considered a “quality-of-life” product. Demand for TiO 2 has generally been driven by worldwide gross domestic product and has generally increased with rising standards of living in various regions of the world. According to industry estimates, TiO 2 consumption has grown at a compound annual growth rate of approximately 2-3% since 2000.
The amount of TiO 2 used in coatings varies widely depending on the opacity, color and quality desired. In general, the higher the opacity requirement of the coating, the greater the TiO 2 content. TiO 2 for plastics – We produce TiO 2 pigments that improve the optical and physical properties of plastics, including whiteness and opacity.
The amount of TiO 2 used in coatings varies widely depending on the opacity, color and quality desired. In general, the higher the opacity requirement and the quality of the coating, the greater the TiO 2 content. TiO 2 for plastics – We produce TiO 2 pigments that improve the optical and physical properties of plastics, including whiteness and opacity.
Other than through debottlenecking projects and the LB Group expansion mentioned above, we do not expect any significant efforts will be 10 ​ undertaken by us or our principal competitors to further increase capacity and we believe it is unlikely any new TiO 2 plants will be constructed in Europe or North America for the foreseeable future.
Other than through debottlenecking projects and the LB Group expansion mentioned above, we do not expect any significant efforts will be undertaken by us or our principal competitors to further increase capacity and we believe it is unlikely any new TiO 2 plants will be constructed in Europe or North America for the foreseeable future.
Germany and Belgium are members of the EU and follow its initiatives. Norway is not a member but generally patterns its environmental regulatory actions after those of the EU. From time to time, our facilities may be subject to environmental regulatory enforcement under local or national laws. Typically, we update our compliance programs to resolve these matters.
Germany and Belgium are members of the EU and follow its initiatives. Norway is not a member but generally adopts laws and patterns its environmental regulatory actions after those of the EU. From time to time, our facilities may be subject to environmental regulatory enforcement under local or national laws. Typically, we update our compliance programs to resolve these matters.
Paper laminates are used to replace materials such as wood and tile for such applications as counter tops, furniture and wallboard. 5 ​ TiO 2 is beneficial in these applications because it assists in preventing the material from fading or changing color after prolonged exposure to sunlight and other weathering agents.
Paper laminates are used to replace materials such as wood and tile for such applications as counter tops, furniture and wallboard. TiO 2 is beneficial in these applications because it assists in preventing the material from fading or changing color after prolonged exposure to sunlight and other weathering agents.
If actual developments differ from our expectations, the TiO 2 industry and our performance could be unfavorably affected. Research and development We employ scientists, chemists, process engineers and technicians who are engaged in research and development, process technology and quality assurance activities in Leverkusen, Germany.
If actual developments differ from our expectations, the TiO 2 industry and our performance could be unfavorably affected. 10 ​ Research and development We employ scientists, chemists, process engineers and technicians who are engaged in research and development, process technology and quality assurance activities in Leverkusen, Germany.
We also utilize sales agents and distributors who are authorized to sell our products in specific geographic areas. In Europe, our sales efforts are conducted primarily through our direct sales force and our sales agents. Our agents do not sell any 9 ​ TiO 2 products other than KRONOS ® branded products.
We also utilize sales agents and distributors who are authorized to sell our products in specific geographic areas. In Europe, our sales efforts are conducted primarily through our direct sales force and our sales agents. Our agents do not sell any TiO 2 products other than KRONOS ® branded products.
These environmental laws govern, among other things, the generation, storage, handling, use and transportation of hazardous materials; the emission and discharge of hazardous materials into the ground, air, or water; and the health and safety of our employees.
These environmental laws govern, among other things, the generation, storage, handling, use, disposition and transportation of hazardous materials; the emission and discharge of hazardous materials into the ground, air, or water; and the health and safety of our employees.
Our TiO 2 business is enhanced by the following three complementary businesses, which comprised approximately 10% of our net sales in 2024: ● We own and operate an ilmenite mine in Norway pursuant to a governmental concession with an unlimited term. Ilmenite is a raw material used directly as a feedstock by some sulfate-process TiO 2 plants.
Our TiO 2 business is enhanced by the following three complementary businesses, which comprised approximately 10% of our net sales in 2025: ● We own and operate an ilmenite mine in Norway pursuant to a governmental concession with an unlimited term. Ilmenite is a raw material used directly as a feedstock by some sulfate-process TiO 2 plants.
In an effort to align our non-employee directors’ financial interests with those of our stockholders, our board of directors established share ownership guidelines for our non-management directors. In addition, we have adopted an insider trading policy that applies to both employees and non-employee directors. We have taken steps to integrate ESG considerations into operating decisions with other critical business factors.
In an effort to align our non-employee directors’ financial interests with those of our stockholders, our board of directors established share ownership guidelines for our non-management directors. In addition, we have an insider trading policy that applies to both employees and non-employee directors. We have taken steps to integrate ESG considerations into operating decisions along with other critical business factors.
Environmental, Social and Governance (ESG) We seek to operate our businesses in line with sound ESG principles that include corporate governance, social responsibility, sustainability and cybersecurity.
Environmental, Social and Governance (“ESG”) We seek to operate our businesses in line with sound ESG principles that include corporate governance, social responsibility, sustainability and cybersecurity.
TiO 2 is the largest commercially used whitening pigment because it has a high refractive rating, giving it more hiding power than any other commercially produced white pigment. In addition, TiO 2 has excellent resistance to interaction with other chemicals, good thermal stability and resistance to ultraviolet degradation.
TiO 2 is the largest commercially used whitening pigment because it has a high refractive index, giving it more hiding power than any other commercially produced white pigment. In addition, TiO 2 has excellent resistance to interaction with other chemicals, good thermal stability and resistance to ultraviolet degradation.
Our major customers include domestic and international paint, plastics, decorative laminate and paper manufacturers. We ship TiO 2 to our customers in either a dry or slurry form via rail, truck and/or ocean carrier. Sales of our core TiO 2 pigments represented approximately 90% of our net sales in 2024.
Our major customers include domestic and international paint, plastics, decorative laminate and paper manufacturers. We ship TiO 2 to our customers in either a dry or slurry form via rail, truck and/or ocean carrier. Sales of our core TiO 2 pigments represented approximately 90% of our net sales in 2025.
This focus includes continuously reviewing and optimizing our customer and product portfolios. We also work directly with our customers to monitor the success of our products in their end-use applications, evaluate the need for improvements in our product and process technology and identify opportunities to develop new product solutions for our customers.
This focus includes continuously reviewing and optimizing our customer and product portfolios. We also work directly with our customers to monitor the performance of our products in their end-use applications, evaluate the need for improvements in our product and process technology and identify opportunities to develop new product solutions for our customers.
Our marketing staff closely coordinates with our sales force and technical specialists to ensure the needs of our customers are met, and to help develop and commercialize new grades where appropriate. We sell a majority of our products through our direct sales force operating in Europe and North America.
Our marketing staff closely coordinates with our sales force and technical specialists to ensure the needs of our customers are met, and to help develop and commercialize new grades where appropriate. We sell a majority of our products through our direct sales force operating in Europe, North America and other markets.
We own our Leverkusen facility, which represents approximately 29% of our current TiO 2 production capacity, but we lease the land under the facility under a long-term agreement which expires in 2050. Lease payments are periodically negotiated for periods of at least two years at a time.
We own our Leverkusen facility, which represents approximately 28% of our current TiO 2 production capacity, but we lease the land under the facility under a long-term agreement which expires in 2050. Lease payments are periodically negotiated for periods of at least two years at a time.
We are evaluating and will continue to evaluate the applicability of the EU CSRD as regulatory guidance is issued and as the European countries in which we operate adopt implementing legislation and we will establish a compliance program to address any applicable requirements.
We are evaluating and will continue to evaluate the applicability of the EU CSRD as amendments are adopted and regulatory guidance is issued and as the European countries in which we operate adopt implementing legislation, and we will establish a compliance program to address any applicable requirements.
We did not experience any work stoppages during 2024, although it is possible that there could be future work stoppages or other labor disruptions that could materially and adversely affect our business, results of operations, financial position, or liquidity.
We did not experience any work stoppages during 2025, although it is possible that there could be future work stoppages or other labor disruptions that could materially and adversely affect our business, results of operations, financial position, or liquidity.
We expect our manufacturing facilities to produce our products safely and in compliance with local regulations, policies, standards and practices intended to protect the environment and people and have established global policies designed to promote such compliance. We require our employees to comply with such requirements.
We expect our manufacturing facilities to produce our products safely and in compliance with applicable local regulations and company policies, standards and practices intended to protect the environment and people and have established global policies designed to promote such compliance. We require our employees to comply with such requirements.
At December 31, 2024, approximately 50% of our common stock was owned by Valhi, Inc. (NYSE: VHI) and approximately 31% was owned by a wholly-owned subsidiary of NL Industries, Inc. (NYSE: NL). Valhi also owns approximately 83% of NL Industries’ outstanding common stock. A wholly-owned subsidiary of Contran Corporation held approximately 91% of Valhi’s outstanding common stock.
At December 31, 2025, approximately 50% of our common stock was owned by Valhi, Inc. (NYSE: VHI) and approximately 31% was owned by a wholly-owned subsidiary of NL Industries, Inc. (NYSE: NL). Valhi also owns approximately 83% of NL Industries’ outstanding common stock. A wholly-owned subsidiary of Contran Corporation held approximately 91% of Valhi’s outstanding common stock.
Our U.S. patent portfolio includes patents having remaining terms ranging from one year to 19 years. Trademarks – Our trademarks, including KRONOS ® , are covered by issued and/or pending registrations, including in Canada and the United States.
Our U.S. patent portfolio includes patents having remaining terms ranging from one year to 18 years. Trademarks – Our trademarks, including KRONOS ® , are covered by issued and/or pending registrations, including in Canada and the United States.
We produce high-purity sulfate process anatase TiO 2 used to provide opacity, whiteness and brightness in a variety of cosmetic and personal care products, such as skin cream, lipstick, eye shadow and toothpaste.
We market high-purity sulfate process anatase TiO 2 used to provide opacity, whiteness and brightness in a variety of cosmetic and personal care products, such as skin cream, lipstick, eye shadow and toothpaste.
All costs and capital expenditures were shared equally with Venator, with the exception of feedstock (purchased natural rutile ore or chlorine slag) and packaging costs for the pigment grades produced. Our share of net costs was reported as cost of sales as the TiO 2 was sold. See Notes 5 and 14 to our Consolidated Financial Statements.
All costs and capital expenditures were shared equally with Venator, with the exception of feedstock (purchased natural rutile ore or chlorine slag) and packaging costs for the pigment grades produced. Our share of net costs was reported as cost of sales as the TiO 2 was sold. See Note 5 to our Consolidated Financial Statements.
The chloride process produces an intermediate base pigment with a wide range of 6 ​ properties.
The chloride process produces an intermediate base pigment with a wide range of properties.
LB Group previously announced it plans to add an additional 200,000 tons of chloride process capacity which we expect will be added incrementally over the next several years.
LB Group previously announced it plans to add an additional 200,000 tons of chloride process capacity, which we expect may be added incrementally over the next several years.
As one of the few vertically integrated producers of sulfate process TiO 2 , we operate a rock ilmenite mine in Norway, which provided all of the feedstock for our European sulfate process TiO 2 plants in 2024. We expect ilmenite production from our mine to meet our sulfate process feedstock requirements for the foreseeable future.
As one of the few vertically integrated producers of sulfate process TiO 2 , we operate a rock ilmenite mine in Norway, which provided all of the feedstock for our sulfate process TiO 2 plants in 2025. We expect ilmenite production from our mine to meet our sulfate process feedstock requirements for the foreseeable future.
We strive to maintain good relationships with all our employees, including the unions and workers’ councils representing those employees. In Europe, our union employees are covered by master collective bargaining agreements for the chemical industry that are generally renewed annually. At December 31, 2024, approximately 75% of our worldwide workforce is organized under collective bargaining agreements.
We strive to maintain good relationships with all our employees, including the unions and workers’ councils representing those employees. In Europe, our union employees are covered by master collective bargaining agreements for the chemical industry that are generally renewed annually. At December 31, 2025, approximately 76% of our worldwide workforce is organized under collective bargaining agreements.
We expect the raw materials purchased under this contract, and contracts that we may enter into, to meet our sulfate process feedstock requirements over the next several years. Many of our raw material contracts contain fixed quantities we are required to purchase or specify a range of quantities within which we are required to purchase.
We expect the raw materials purchased under these contracts, and other contracts that we may enter into, to meet our sulfate process feedstock requirements over the next several years. Many of our raw material contracts contain fixed quantities we are required to purchase or specify a range of quantities within which we are required to purchase.
Overall, we are one of the top five producers of TiO 2 in the world. We offer our customers a broad portfolio of products that include over 50 different TiO 2 pigment grades under the KRONOS ® trademark, which provide a variety of performance properties to meet customers’ specific requirements.
Overall, we are one of the top four producers of TiO 2 in the world. We offer our customers a broad portfolio of products that include over 30 different TiO 2 pigment grades under the KRONOS ® trademark, which provide a variety of performance properties to meet customers’ specific requirements.
See Note 5 to our Consolidated Financial Statements. Operations – We produced 492,000, 401,000 and 535,000 metric tons of TiO 2 in 2022, 2023 and 2024, respectively. Our production volumes for 2022, 2023 and 2024 through the Acquisition Date include our share of the output produced by our TiO 2 manufacturing joint venture.
See Note 5 to our Consolidated Financial Statements. Operations – We produced 401,000, 535,000 and 480,000 metric tons of TiO 2 in 2023, 2024 and 2025, respectively. Our production volumes for 2023 and 2024 through the Acquisition Date include our share of the output produced by our TiO 2 manufacturing joint venture.
The table below shows our estimated market share for our significant markets, Europe and North America, for the last three years. ​ ​ ​ ​ ​ ​ ​ ​ 2022 ​ 2023 ​ 2024 Europe ​ 14% ​ 12% ​ 14% North America ​ 17% ​ 16% ​ 17% We believe we are the leading seller of TiO 2 in several countries, including Germany.
The table below shows our estimated market share for our significant markets, Europe and North America, for the last three years. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2024 ​ 2025 Europe ​ 12% ​ 14% ​ 15% North America ​ 16% ​ 17% ​ 19% We believe we are the leading seller of TiO 2 in several countries, including Germany.
LPC – Prior to July 16, 2024, Kronos Louisiana, Inc., one of our subsidiaries, and Venator each owned a 50% interest in LPC, which was operated as a manufacturing joint venture. LPC owns and operates a chloride-process TiO 2 plant located near Lake Charles, Louisiana.
Joint Venture – Prior to July 16, 2024, one of our subsidiaries and Venator each owned a 50% interest in LPC, which was operated as a manufacturing joint venture. LPC owned and operated a chloride-process TiO 2 plant located near Lake Charles, Louisiana.
We believe Western Europe and North America each account for approximately 15% of global TiO 2 consumption, respectively.
We believe Western Europe and North America account for approximately 14% and 15% of global TiO 2 consumption, respectively.
Raw materials The primary raw materials used in chloride process TiO 2 are titanium-containing feedstock (purchased natural rutile ore or chlorine slag), chlorine and petroleum coke. Chlorine is available from a number of suppliers, while petroleum coke is available from a limited number of suppliers.
Raw materials The primary raw materials used in chloride process TiO 2 are titanium-containing feedstock (purchased natural rutile ore, chlorine slag, or other high-grade feedstocks), chlorine and petroleum coke. Chlorine is available from a number of suppliers, while petroleum coke is available from a limited number of suppliers.
These specialty chemicals are used in applications in the formulation of pearlescent pigments, production of electroceramic capacitors for cell phones and other electronic devices and natural gas pipe and other specialty applications. Manufacturing, operations and properties Manufacturing – We produce TiO 2 in two crystalline forms: rutile and anatase.
These specialty chemicals are used in applications in the formulation of pearlescent pigments, production of electroceramic capacitors for cell phones and other electronic devices and natural gas pipe and other specialty applications. Manufacturing, operations and properties Manufacturing – We produce TiO 2 in a rutile crystalline form.
As a result of the acquisition, for financial reporting purposes the assets acquired and liabilities assumed of LPC are included in our Consolidated Balance Sheet as of December 31, 2024, and the results of operations and cash flows of LPC are included in our Consolidated Statement of Operations and Cash Flows beginning as of the Acquisition Date.
As a result of the acquisition, for financial reporting purposes the assets acquired and liabilities assumed of LPC are included in our Consolidated Balance Sheets as of December 31, 2024 and December 31, 2025, and the results of operations and cash flows of LPC are included in our Consolidated Statements of Operations and Cash Flows beginning as of the Acquisition Date.
The following tables show our approximate TiO 2 sales volume by geographic region and end-use for the year ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ Sales volume percentages ​ Sales volume percentages by geographic region by end-use Europe 44% ​ Coatings ​ 60% North America ​ 40% ​ Plastics ​ 27% Asia Pacific 9% ​ Paper 9% Rest of World 7% ​ Other 4% ​ Some of the principal applications for our products include the following: TiO 2 for coatings – Our TiO 2 is used to provide opacity, durability, tinting strength and brightness in industrial coatings, as well as coatings for commercial and residential interiors and exteriors, automobiles, aircraft, machines, appliances, traffic paint and other special purpose coatings.
The following tables show our approximate TiO 2 sales volume by geographic region and end-use for the year ended December 31, 2025: ​ ​ ​ ​ ​ ​ ​ Sales volume percentages ​ Sales volume percentages by geographic region ​ ​ ​ by end-use Europe ​ ​ ​ 45% ​ Coatings ​ 59% North America ​ 40% ​ Plastics ​ 30% Asia Pacific 8% ​ Paper 8% Rest of World 7% ​ Other 3% ​ Some of the principal applications for our products include the following: TiO 2 for coatings – Our TiO 2 is used to provide opacity, durability, tinting strength and brightness in industrial coatings, as well as coatings for commercial and residential interiors and exteriors, automobiles, aircraft, machines, appliances, traffic paint and other special purpose coatings.
Titanium-containing feedstock suitable for use in the chloride process is available from a limited but increasing number of suppliers principally in Australia, South Africa, Sierra Leone, Canada and India.
Titanium-containing feedstock suitable for use in the chloride process is available from a limited but increasing number of suppliers principally in Australia, South Africa, Africa, the Middle East, Norway, Canada and India.
We purchase feedstock for our chloride process TiO 2 from the following primary suppliers for certain contractually specified volumes for delivery extending, in some cases, through 2026: ​ ​ ​ ​ ​ Supplier ​ Product ​ Renewal Terms Rio Tinto Iron and Titanium Ltd. ​ Chloride process grade slag ​ Auto-renews bi-annually Rio Tinto Iron and Titanium Ltd. ​ Upgraded slag ​ Auto-renews annually Sierra Rutile Limited ​ Rutile ore ​ Renewal terms upon negotiation Iluka Resources Limited ​ Rutile ore ​ Renewal terms upon negotiation 8 ​ In the past we have been, and we expect that we will continue to be, successful in obtaining short-term and long-term extensions to these and other existing supply contracts.
We purchase feedstock for our chloride process TiO 2 from the following primary suppliers for volumes for delivery extending, in some cases, through 2028: ​ ​ ​ ​ ​ Supplier ​ Product ​ Renewal Terms Rio Tinto Iron and Titanium Ltd. ​ Chloride process grade slag ​ Auto-renews every two years Rio Tinto Iron and Titanium Ltd. ​ Upgraded slag ​ Auto-renews every two years Iluka Resources Limited ​ Rutile ore ​ Renewal terms upon negotiation In the past we have been, and we expect that we will continue to be, successful in obtaining short-term and long-term extensions to these and other existing supply contracts.
Our global total frequency rate aggregating information about employees and contractors was 1.01 in 2022 (0.86 of the aggregate represents employees only), 0.95 in 2023 (0.74 of the aggregate represents employees only) and 0.70 in 2024 (0.80 of the aggregate represents employees only). Website and other available information Our fiscal year ends December 31.
Our global total frequency rate aggregating information about employees and contractors was 0.95 in 2023 (0.74 of the aggregate represents employees only), 0.70 in 2024 (0.80 of the aggregate represents employees only) and 0.57 in 2025 (0.64 of the aggregate represents employees only). Website and other available information Our fiscal year ends December 31.
Once an intermediate TiO 2 pigment has been produced by either the chloride or sulfate process, it is “finished” into products with specific performance characteristics for particular end-use applications through proprietary processes involving various chemical surface treatments and intensive micronizing (milling). ● Chloride process – The chloride process is a continuous process in which chlorine is used to extract rutile TiO 2 .
Once an intermediate TiO 2 pigment has been produced by either the chloride or sulfate process, it is “finished” into products with specific performance characteristics for particular end-use applications through proprietary processes involving various chemical surface treatments and intensive micronizing (milling). ● Chloride process – The substantial majority of our production capacity is manufactured using a chloride process which is a continuous process that uses chlorine to extract rutile TiO 2 .
We believe we are the largest chloride process TiO 2 producer in Europe with 44% of our 2024 sales volumes attributable to markets in Europe.
We believe we are the largest TiO 2 producer and chloride process TiO 2 producer in Europe with 45% of our 2025 sales volumes attributable to markets in Europe.
Although we sell our TiO 2 to all segments of the paper end-use market, our primary focus is on the TiO 2 grades used in coated board and paper laminates, where several layers of paper are laminated together using melamine resin under high temperature and pressure.
Although we sell our TiO 2 to all segments of the paper end-use market, our primary focus is on the TiO 2 grades used in coated board and paper laminates, where several layers of paper are laminated together using melamine resin under high temperature and pressure. 5 ​ The top layer of paper contains TiO 2 and plastic resin and is the layer that is printed with decorative patterns.
Our manufacturing facilities are strategically located adjacent to sources of water, which we use for process operations and for shipping and receiving raw materials and finished products. Water-critical processes are identified and ongoing efforts to minimize water use are incorporated into environmental planning.
We also actively manage potential water-related risks, including flooding and water shortages. Our manufacturing facilities are strategically located adjacent to sources of water, which we use for process operations and for shipping and receiving raw materials and finished products. Water-critical processes are identified and ongoing efforts to minimize water use are incorporated into environmental planning.
On July 16, 2024, we acquired the 50% interest in LPC held by Venator for consideration of $185 million less a working capital adjustment. Prior to the acquisition, we accounted for our interest in the joint venture by the equity method.
On July 16, 2024, we acquired the 50% interest in LPC held by Venator for consideration of $185 million less a working capital adjustment. In 2025, we merged LPC into our wholly-owned subsidiary Kronos Louisiana, Inc. Prior to the acquisition, we accounted for our interest in the joint venture by the equity method.
Subsequent to the Acquisition Date, our 2024 production volumes include 100% of the production volumes from the LPC facility. Our average production capacity utilization rates were approximately 89% in 2022, 72% in 2023 and 96% in 2024.
Subsequent to the Acquisition Date, our 2024 and 2025 production volumes include 100% of the production volumes from the Kronos Louisiana facility. Our average production capacity utilization rates were approximately 72% in 2023, 96% in 2024 and 77% in 2025.
The U.S. government and various non-U.S. governmental agencies of countries in which we operate have adopted or are contemplating regulatory changes relating to certain ESG topics, such as the Corporate Social Responsibility Directive adopted by the European Union on November 28, 2022 (EU CSRD).
Governmental agencies of countries in which we operate have adopted or are contemplating regulatory changes relating to certain ESG topics, such as the Corporate Social Responsibility Directive adopted by the European Union on November 28, 2022 (“EU CSRD”).
Sales and marketing Our marketing strategy is aimed at developing and maintaining strong relationships with new and existing customers. Because TiO 2 represents a significant input cost for our customers, the purchasing decisions are often made by our customers’ senior management. We work to maintain close relationships with the key decision makers through in-depth and frequent contact.
Because TiO 2 represents a significant input cost for our customers, the purchasing decisions are often made by our customers’ senior management. We work to maintain close relationships with the key decision makers through in-depth and frequent contact.
The following chart shows our estimate of worldwide production capacity in 2024: ​ ​ ​ Worldwide production capacity - 2024 LB Group 13% Chemours ​ 13% Tronox 12% Kronos 7% Venator 6% Other 49% ​ Chemours has approximately one-half of total North American TiO 2 production capacity and is our principal North American competitor.
The following chart shows our estimate of worldwide production capacity in 2025: ​ ​ ​ Worldwide production capacity - 2025 LB Group ​ ​ ​ 14% Chemours ​ 11% Tronox 11% Kronos 6% Other 58% ​ Chemours has approximately one-half of total North American TiO 2 production capacity and is our principal North American competitor.
We promote a respectful, diverse and inclusive workplace in which all individuals are treated with respect and dignity. 13 ​ As of December 31, 2024, we employed the following number of people: ​ ​ ​ Europe 1,813 Canada ​ 364 United States ​ 347 Total 2,524 ​ Certain employees at each of our production facilities are organized by labor unions.
We promote a respectful, diverse and inclusive workplace in which all individuals are treated with respect and dignity. 13 ​ As of December 31, 2025, we employed the following number of people (an approximate 10.5% decrease from 2024): ​ ​ ​ Europe ​ ​ ​ 1,650 Canada ​ 302 United States ​ 311 Total 2,263 ​ Certain employees at each of our production facilities are organized by labor unions.
Patents, trademarks, trade secrets and other intellectual property rights We have a comprehensive intellectual property protection strategy that includes obtaining, maintaining and enforcing our patents, primarily in the United States, Canada and Europe. We also register, maintain and protect our trademark rights.
Since the beginning of 2020, we have added eight new grades for pigments and other applications. Patents, trademarks, trade secrets and other intellectual property rights We have a comprehensive intellectual property protection strategy that includes obtaining, maintaining and enforcing our patents, primarily in the United States, Canada and Europe. We also register, maintain and protect our trademark rights.
These individuals have the responsibility for improving our chloride and sulfate production processes, improving product quality and strengthening our competitive position by developing new products and applications. Our expenditures for these activities were approximately $15 million in 2022, $18 million in 2023 and $14 million in 2024. We expect to spend approximately $15 million on research and development in 2025.
These individuals have the responsibility for improving our chloride and sulfate production processes, reducing production costs, improving product quality and strengthening our competitive position by developing new products and applications. Our expenditures for these activities were approximately $18 million in 2023, $14 million in 2024 and $16 million in 2025.
In addition, in 2024 we closed our sulfate production line in Varennes, Canada. The TiO 2 industry is characterized by high barriers to entry consisting of high capital costs, proprietary technology and significant lead times required to construct new facilities or to expand existing capacity.
The TiO 2 industry is characterized by high barriers to entry consisting of high capital costs, proprietary technology and significant lead times required to construct new facilities or to expand existing capacity.
It is possible that future developments, such as stricter requirements in environmental laws and enforcement policies, could adversely affect our operations, including production, 11 ​ handling, use, storage, transportation, sale or disposal of hazardous or toxic substances or require us to make capital and other expenditures to comply, and could adversely affect our consolidated financial position and results of operations or liquidity.
It is possible that future developments, such as stricter requirements in environmental laws and enforcement policies, could adversely affect our operations, including production, handling, use, storage, transportation, sale or disposition of hazardous or toxic substances or require us to make capital and other expenditures to comply, and could adversely affect our consolidated financial position and results of operations or liquidity. 11 ​ We have a history of identifying new ways to reduce consumption and waste by converting byproducts to co-products through our KRONOS ecochem® products.
Rutile TiO 2 is manufactured using both a chloride production process and a sulfate production process, whereas anatase TiO 2 is only produced using a sulfate production process. Manufacturers of many end-use applications can use either form, especially during periods of tight supply for TiO 2 .
Rutile TiO 2 is manufactured using both a chloride production process and a sulfate production process. Manufacturers of many end-use applications can use either form, especially during periods of tight supply for TiO 2 . The chloride process is the preferred form for use in coatings and plastics, the two largest end-use markets.
However, TiO 2 sales are generally higher in the second and third quarters of the year, due in part to the increase in coatings production in the spring to meet demand during the spring and summer painting seasons.
However, TiO 2 sales are generally higher in the second and third quarters of the year, due in part to the increase in coatings production in the spring in the northern hemisphere to meet demand during the spring and summer painting seasons. We generally build inventories to meet expected customer demand. Competition The TiO 2 industry is highly competitive.
The chloride process produces less waste than the sulfate process because much of the chlorine is recycled and feedstock bearing higher titanium content is used. The chloride process also has lower energy requirements and is less labor-intensive than the sulfate process, although the chloride process requires a higher-skilled labor force.
The chloride process produces less waste than the sulfate process because much of the chlorine is recycled, and it utilizes ore containing a higher TiO 2 content. The chloride process also has lower energy requirements and is less labor-intensive than 6 ​ the sulfate process, although the chloride process requires a higher-skilled labor force and uninterrupted power.
The primary raw materials used in sulfate process TiO 2 are titanium-containing feedstock, primarily ilmenite or purchased sulfate grade slag and sulfuric acid. Sulfuric acid is available from a number of suppliers. Titanium-containing feedstock suitable for use in the sulfate process is available from a limited number of suppliers principally in Norway, Canada, Australia, India and South Africa.
Sulfuric acid is available from a number of suppliers. Titanium-containing feedstock suitable for use in the sulfate process is available from a limited number of suppliers principally in Norway, Canada, Australia, Africa, India and South Africa.
We and our agents and distributors primarily sell our products in three major end-use markets: coatings, plastics and paper.
We and our agents and distributors primarily sell our products in three major end-use markets: coatings, plastics and paper as well as into the market for white packaging inks.
Beginning in the fourth quarter of 2022 and continuing throughout the first quarter of 2024, we adjusted production levels to correspond with reduced customer demand resulting from challenging economic conditions and geopolitical uncertainties. We increased production levels to align with higher overall customer demand in 2024. Properties – We operate facilities throughout North America and Europe.
Our production levels during 2023 and the second half of 2025 were reduced to align with lower customer demand resulting from challenging economic conditions and geopolitical uncertainties. In 2024, we increased production to meet higher overall customer demand. Properties – We operate facilities throughout North America and Europe.
We have four TiO 2 plants in Europe (one in each of Leverkusen, Germany; Nordenham, Germany; Langerbrugge, Belgium; and Fredrikstad, Norway). In North America, we have a TiO 2 plant in Varennes, Quebec, Canada and a TiO 2 plant near Lake Charles, Louisiana.
We have four TiO 2 plants in Europe (one in each of Leverkusen, Germany; Nordenham, Germany; Langerbrugge, Belgium; and Fredrikstad, Norway).
We continually seek to improve the quality of our grades and have been successful in developing new grades for existing and new applications to meet the needs of our customers and increase product life cycles. Since the beginning of 2020, we have added six new grades for pigments and other applications.
We expect to spend approximately $13 million on research and development in 2026. We continually seek to improve the quality of our grades and have been successful in developing new grades for existing and new applications to meet the needs of our customers and increase product life cycles.
Prior to the acquisition, we held a 50% joint venture interest in LPC through a wholly-owned subsidiary. LPC was operated as a manufacturing joint venture between us and Venator. Following the acquisition, LPC became a wholly-owned subsidiary of ours. See Note 5 to our Consolidated Financial Statements.
Prior to the acquisition, we held a 50% joint venture interest in LPC through a wholly-owned subsidiary. LPC was operated as a manufacturing joint venture between us and Venator. Following the acquisition, LPC became a wholly-owned subsidiary of ours. In 2025, we merged LPC into our wholly-owned subsidiary Kronos Louisiana, Inc. (the combined company is referred to as “Kronos Louisiana”).
In addition to our direct sales force and sales agents, many of our sales agents also act as distributors to service our customers in all regions. We offer customer and technical service to customers who purchase our products through distributors as well as to our larger customers serviced by our direct sales force.
In addition to our direct sales force and sales agents, many of our sales agents also act as distributors to service our customers in all regions.
The chloride process is the preferred form for use in coatings and plastics, the two largest end-use markets. Due to environmental factors and customer considerations, the proportion of TiO 2 industry sales represented by chloride process pigments has remained stable relative to sulfate process pigments, and in 2024, chloride process production facilities represented approximately 41% of industry capacity.
Due to environmental factors and customer considerations, the proportion of TiO 2 industry sales represented by chloride process pigments has remained stable relative to sulfate process pigments, and in 2025, chloride process production facilities represented approximately 39% of industry capacity. The sulfate process is preferred for use in selected paper products, ceramics, rubber tires, man-made fibers, pharmaceuticals and cosmetics.
On November 23, 2022 the Court of Justice of the European Union annulled the classification of TiO 2 as a suspected carcinogen in its entirety, which decision is currently under appeal. 12 ​ Our capital expenditures related to ongoing environmental compliance, protection and improvement programs, including capital expenditures which are primarily focused on increasing operating efficiency but also result in improved environmental protection such as lower emissions from our manufacturing facilities, were $17 million in 2024 and are currently expected to be approximately $24 million in 2025.
Our capital expenditures related to ongoing environmental compliance, protection and improvement programs, including capital expenditures which are primarily focused on increasing operating efficiency but also result in improved 12 ​ environmental protection such as lower emissions from our manufacturing facilities, were $26 million in 2025 and are currently expected to be approximately $30 million in 2026.
Four of our six production facilities maintain certifications to the ISO 50001:2018 Energy Management standard and all locations have local energy teams in place. These teams are responsible for maintaining ISO 50001:2018 certifications (where applicable), performing regular reviews of local energy consumption, making recommendations regarding capital projects that reduce energy consumption and associated Greenhouse Gas (GHG) emissions or enhance efficiency.
These teams are responsible for maintaining ISO 50001:2018 certifications (where applicable), performing regular reviews of local energy consumption, making recommendations regarding capital projects that reduce energy consumption and associated Greenhouse Gas (“GHG”) emissions or enhance efficiency. When possible, we look for opportunities to partner with local government authorities through grant opportunities to reduce energy consumption and associated GHG emissions.
We sell to a diverse customer base with only one customer representing 10% or more of our net sales in 2024 (Behr Process Corporation – 10%). Our largest ten customers accounted for approximately 39% of net sales in 2024. Neither our business as a whole nor any of our principal product groups is seasonal to any significant extent.
Our largest ten customers accounted for approximately 35% of net sales in 2025. Neither our business as a whole nor any of our principal product groups is seasonal to any significant extent.
However, several of our competitors have recently closed or announced plans to close facilities or otherwise reduce capacity, including Chemours which closed its Taiwan facility with an estimated 160,000 tons of chloride process capacity in 2023 and Venator which announced plans in 2024 to close its Duisburg, Germany facility with an estimated 50,000 tons of sulfate process capacity.
However, due to the current extended downturn in the industry as a whole, several of our competitors have recently closed facilities or announced plans to reduce capacity, including Chemours, which closed its Taiwan facility with an estimated 160,000 tons of chloride process capacity in 2023, and Tronox, which closed its 90,000 ton chloride capacity facility in the Netherlands in 2025 and announced its plans to permanently close its 46,000 ton sulfate facility in China in January 2026.
TiO 2 is a white inorganic pigment used in a wide range of products for its exceptional durability and its ability to impart whiteness, brightness and opacity. TiO 2 is a critical component of everyday applications, such as coatings, plastics and paper, as well as many specialty products such as inks, cosmetics and pharmaceuticals.
TiO 2 is a critical component of everyday applications, such as coatings, plastics and paper, as well as many specialty products such as inks, cosmetics and pharmaceuticals.
Our principal competitors are LB Group Co. Ltd., The Chemours Company, Tronox Holdings PLC and Venator Materials PLC. The top five TiO 2 producers (i.e., we and our four principal competitors) account for approximately 51% of the world’s production capacity.
The top four TiO 2 producers (i.e., we and our three principal competitors) account for approximately 42% of the world’s production capacity.
Since TiO 2 is not traded through a commodity market, its pricing is largely a product of negotiation between suppliers and their respective customers. Price and availability are the most significant competitive factors along with quality and customer service for the majority of our product grades.
We compete primarily on the basis of price, product quality, technical service, long-term stability and the availability of high-performance pigment grades. Since TiO 2 is not traded through a commodity market, its pricing is largely a product of negotiation between suppliers and their respective customers.
We expect the raw materials purchased under these contracts, and contracts we may enter into, will meet our chloride process feedstock requirements over the next several years. Multi-year contracts generally may be terminated with a 12-month written notice or based on certain defaults by either party or failure to agree on pricing as noted in the agreements.
Multi-year contracts generally may be terminated with a 12-month written notice or based on certain defaults by either party or failure to agree on pricing as noted in the agreements. 8 ​ The primary raw materials used in sulfate process TiO 2 are titanium-containing feedstock, primarily ilmenite or purchased sulfate grade slag and sulfuric acid.
In masterbatch, the TiO 2 is dispersed at high concentrations into a plastic resin and is then used by manufacturers of plastic containers, bottles, packaging and agricultural films.
In masterbatch, the TiO 2 is dispersed at high concentrations into a plastic resin and is then used by manufacturers of plastic containers, bottles, packaging and agricultural films. Our TiO 2 is also included in engineering materials like polycarbonate or acrylonitrile butadiene styrene (“ABS”) which is used in the automotive industry and for appliances, consumer electronics and other applications.
(3) In the third quarter of 2024, we closed our sulfate process line at our plant in Varennes, Canada. See Note 18 to our Consolidated Financial Statements. (4) Effective July 16, 2024, we acquired the 50% interest in LPC we did not already own. See Note 5 to our Consolidated Financial Statements.
(3) In the third quarter of 2024, we closed our sulfate process line at our plant in Varennes, Canada. See Note 17 to our Consolidated Financial Statements. We own the land underlying all of our principal production facilities unless otherwise indicated in the table above.
The following table summarizes our raw materials purchased or mined in 2024. ​ ​ ​ ​ Raw materials Production process/raw material procured or mined ​ ​ (In thousands ​ ​ of metric tons) Chloride process plants - ​ Purchased slag or rutile ore 464 Sulfate process plants: ​ Ilmenite ore mined and used internally 233 Purchased ilmenite ore (1) ​ 11 (1) Relates to our Canadian sulfate production line, which was closed in the third quarter of 2024.
The following table summarizes our raw materials purchased or mined in 2025. ​ ​ ​ ​ ​ ​ ​ Raw materials Production process/raw material ​ ​ ​ procured or mined ​ ​ (In thousands ​ ​ of metric tons) Chloride process plants - ​ ​ Purchased slag or rutile ore 458 Sulfate process plants: ​ Ilmenite ore mined and used internally 229 Sales and marketing Our marketing strategy is aimed at developing and maintaining strong relationships with new and existing customers.
Increasingly, we are focused on providing pigments that are differentiated to meet specific customer requests and specialty grades that are differentiated from our competitors’ products. During 2024, we had an estimated 7% share of worldwide TiO 2 sales volume, and based on sales volume, we believe we are the leading seller of TiO 2 in several countries, including Germany.
During 2025, we had an estimated 7% share of worldwide TiO 2 sales volume, and based on sales volume, we believe we are the leading seller of TiO 2 in several countries, including Germany. Our principal competitors are The Chemours Company, Tronox Holdings PLC and LB Group Co. Ltd.
We have a history of identifying new ways to reduce consumption and waste by converting byproducts to co-products through our KRONOS ecochem® products. We have a published Safety, Environment, Energy and Quality Policy which is translated into local languages and distributed to all our employees and shared publicly via our website.
We have a published Safety, Environment, Energy and Quality Policy which is translated into local languages and distributed to all our employees and shared publicly via our website. We have implemented rigorous procedures for incident reporting and investigation, including root cause analysis of environmental and safety incidents and near misses.
We own the land underlying all of our principal production facilities unless otherwise indicated in the table above. We also operate an ilmenite mine in Norway pursuant to a governmental concession with an unlimited term.
We also operate an ilmenite mine in Norway pursuant to a governmental concession with an unlimited term. In addition, we have corporate and administrative offices located in the U.S., Germany, Norway, Canada, Belgium and France.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition, many of our raw material contracts contain fixed quantities we are required to purchase. The number of sources for and availability of certain raw materials is specific to the particular geographical region in which our facilities are located.
Biggest changeThe number of sources for and availability of certain raw materials is specific to the particular geographical region in which our facilities are located. Titanium-containing feedstocks suitable for use in our TiO 2 facilities are available from a limited number of suppliers around the world.
The ultimate impact of any tariffs will depend on various factors, including the length of time tariffs are ultimately implemented and the amount, scope and nature of the tariffs. ​ 19 ​ Technology failures or cybersecurity breaches could have a material adverse effect on our operations.
The ultimate impact of any 19 ​ tariffs will depend on various factors, including the length of time tariffs are ultimately implemented and the amount, scope and nature of the tariffs. ​ Technology failures or cybersecurity breaches could have a material adverse effect on our operations.
Tariffs could make our products more expensive which would reduce demand or require us to absorb the increased costs reducing our operating margins; ● protectionist laws, policies, and business practices and nationalistic campaigns such as economic sanctions and exchange controls; ● U.S. relations with the governments of the other countries in which we operate; ● t errorism, armed conflict (such as the current conflicts between Russia and Ukraine and Israel and Hamas); ● natural disasters, pandemics or other health crises, climate change and other events beyond our control; ● difficulties enforcing agreements or other legal rights; and ● our effective tax rate may fluctuate based on the variability of geographic earnings and statutory rates.
Tariffs could make our products more expensive which would reduce demand or require us to absorb the increased costs reducing our operating margins; ● protectionist laws, policies, and business practices and nationalistic campaigns such as economic sanctions and exchange controls; ● U.S. relations with the governments of the other countries in which we operate; ● t errorism, armed conflict (such as the current conflicts between Russia and Ukraine); ● natural disasters, pandemics or other health crises, climate change and other events beyond our control; ● difficulties enforcing agreements or other legal rights; and ● our effective tax rate may fluctuate based on the variability of geographic earnings and statutory rates.
If we or our worldwide vendors are unable to meet our planned or contractual obligations and we are unable to obtain necessary raw materials, we could incur higher costs for raw materials or we may be required to reduce production levels. We experienced increases in feedstock costs in 2023 and 2024, for example, which affected our margins.
If we or our worldwide vendors are unable to meet our planned or contractual obligations and we are unable to obtain necessary raw materials, we could incur higher costs for raw materials or we may be required to reduce production levels. For example, we experienced increases in feedstock costs in 2023 and 2024, which negatively affected our margins.
Increased compliance obligations and costs or restrictions on operations, raw materials and certain TiO 2 applications 17 ​ could negatively impact our future financial results through increased costs of production, or reduced sales which may decrease our liquidity, operating income and results of operations.
Increased compliance obligations and costs or restrictions on operations, raw materials and certain TiO 2 applications could negatively impact our future financial results through increased costs of production, or reduced sales which may decrease our liquidity, operating income and results of operations.
Until the timing, scope and extent of any new or future regulation becomes known, we cannot predict the effect on our business, results of operations or financial condition.
Until the timing, scope and extent of any new or future regulation becomes known, we cannot predict the effect on our business, results of operations or financial 18 ​ condition.
We face significant competition from international and regional competitors, including TiO 2 producers in China, who have significant sulfate production process capacity.
We face significant competition from international and regional competitors, including increasing competition from TiO 2 producers in China, who have significant sulfate production process capacity.
Operational Risk Factors Demand for, and prices of, certain of our products are influenced by changing market conditions for our products, which may result in reduced earnings or in operating losses. Our sales and profitability are largely dependent on the TiO 2 industry. In 2024, approximately 90% of our sales were attributable to sales of TiO 2 .
Operational Risk Factors Demand for, and prices of, certain of our products are influenced by changing market conditions for our products, which may result in reduced earnings or in operating losses. Our sales and profitability are largely dependent on the TiO 2 industry. In 2025, approximately 90% of our sales were attributable to sales of TiO 2 .
We have significant international operations which, along with our customers and suppliers, could be substantially affected by a number of risks arising from operating a multi-national business, including: ● global or regional economic downturns; ● changes in tariffs, trade barriers, and regulatory requirements, such as the enactment of tariffs on goods imported into the U.S. including, but not limited to, the recently enacted tariff on goods imported from Canada where we manufacture a significant portion of the TiO 2 we sell in North America.
We have significant international operations which, along with our customers and suppliers, could be substantially affected by a number of risks arising from operating a multi-national business, including: ● global or regional economic downturn; ● changes in tariffs, trade barriers, and regulatory requirements, such as the enactment of tariffs on goods imported into the U.S. including, but not limited to, tariffs enacted on goods imported from Canada where we manufacture a significant portion of the TiO 2 we sell in North America.
Financial Risk Factors Our leverage may impair our financial condition or limit our ability to operate our businesses. We have a significant amount of debt, primarily related to our 9.50% Senior Secured Notes due 2029 and our 3.75% Senior Secured Notes due 2025, our term loan from Contran, and borrowings on our global revolving credit facility (the “Global Revolver”).
Financial Risk Factors Our leverage may impair our financial condition or limit our ability to operate our businesses. We have a significant amount of debt, primarily related to our 9.50% Senior Secured Notes due 2029, our term loan from Contran, and borrowings on our global revolving credit facility (the “Global Revolver”).
Chinese competition generally has lower operating costs due to less stringent regulatory and environmental compliance requirements and less expensive energy prices. China has dumped lower cost sulfate process TiO 2 into the markets we serve.
For example, Chinese competition generally has lower operating costs due to less stringent regulatory and environmental compliance requirements and less expensive energy prices. China has dumped lower cost sulfate process TiO 2 into markets we serve.
Our level of debt could have important consequences to our stockholders and creditors, including: ● making it more difficult for us to satisfy our obligations with respect to our liabilities; ● increasing our vulnerability to adverse general economic and industry conditions; ● requiring that a portion of our cash flows from operations be used for the payment of interest on our debt, which reduces our ability to use our cash flow to fund working capital, capital expenditures, dividends on our common stock, acquisitions or general corporate requirements; ● limiting the ability of our subsidiaries to pay dividends to us; ● limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or general corporate requirements; ● limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and ● placing us at a competitive disadvantage relative to other less leveraged competitors. 16 ​ Indebtedness outstanding under our Global Revolver accrues interest at variable rates.
Our level of debt could have important consequences to our stockholders and creditors, including: ● making it more difficult for us to satisfy our obligations with respect to our liabilities; ● increasing our vulnerability to adverse general economic and industry conditions; ● requiring that a portion of our cash flows from operations be used for the payment of interest on our debt, which reduces our ability to use our cash flow to fund working capital, capital expenditures, dividends on our common stock, acquisitions or general corporate requirements; 16 ​ ● limiting the ability of our subsidiaries to pay dividends to us or limiting our ability to pay dividends to our shareholders; ● limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or general corporate requirements; ● limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and ● placing us at a competitive disadvantage relative to other less leveraged competitors.
The global market in which we operate our business is concentrated, with the top five TiO 2 producers accounting for approximately 51% of the world’s production capacity and is highly competitive. Competition is based on a number of factors, such as price, product quality and service.
The global market in which we operate our business is concentrated, with the top four TiO 2 producers accounting for approximately 42% of the world’s production capacity, and is highly competitive. Competition is based on a number of factors, such as price, product quality and service.
In addition, some of our competitors’ financial, technological and other resources may be greater than our resources and such competitors may be better able to withstand changes in market conditions. Our competitors may be able to respond more quickly than we can to new or emerging technologies and changes in customer requirements.
In addition, some of our competitors’ financial, technological and other resources may be greater than our resources and such competitors may be better able to withstand extended periods of reduced demand or other changes in market conditions. Our competitors may be able to respond more quickly than we can to new or emerging technologies and changes in customer requirements.
If we fail to successfully integrate LPC into our operations, or if the LPC acquisition does not provide expected synergies or sales increases, or if LPC has unexpected legal, regulatory, or financial liabilities, our business, financial condition, results of operations and prospects could be adversely affected.
If we fail to successfully integrate the Kronos Louisiana facility into our operations, if the acquisition does not provide expected synergies or sales increases, or if Kronos Louisiana has unexpected legal, regulatory, or financial liabilities, our business, financial condition, results of operations and prospects could be adversely affected.
Changes in currency exchange rates and interest rates can adversely affect our net sales, profits and cash flows. We operate our businesses in several different countries and sell our products worldwide. For example, during both 2023 and 2024, approximately 44% of our sales volumes were sold into European markets.
Changes in currency exchange rates and interest rates can adversely affect our net sales, profits and cash flows. We operate our businesses in several different countries and sell our products worldwide. For example, during 2024 and 2025, approximately 44% and 45% of our sales volumes, respectively, were sold into European markets.
As we currently manufacture a significant portion of our North American TiO 2 in Canada, if sustained for an extended period of time, the 25% tariff on our imports into the U.S. from Canada, without exclusion, will make our products manufactured in Canada and sold into the U.S. more expensive.
As we currently manufacture a significant portion of our North American TiO 2 in Canada, if sustained for an extended period of time, a tariff on our imports into the U.S. from Canada would make our products manufactured in Canada and sold into the U.S. more expensive.
With or without such difficulties, the integration of the LPC facility into our operations may divert significant management time and attention from our other operations.
With or without such difficulties, the integration of the Kronos Louisiana facility into our operations may divert significant management time and attention from our other operations.
TiO 2 production requires significant energy input, and economic sanctions or supply disruptions resulting from armed conflict could lead to additional volatility in global energy prices and energy supply disruptions. These risks, individually or in the aggregate, could have an adverse effect on our results of operations and financial condition. We are experiencing increasing competition from China.
TiO 2 production requires significant energy input, and economic sanctions or supply disruptions resulting from armed conflict could lead to additional volatility in global energy prices and energy supply disruptions. These risks, individually or in the aggregate, could have an adverse effect on our results of operations and financial condition.
In addition to our indebtedness, we are party to various lease and other agreements (including feedstock purchase contracts and other long-term supply and service contracts, as discussed above) pursuant to which, along with our indebtedness, we are committed to pay approximately $701 million in 2025.
In addition to our indebtedness, we are party to various lease and other agreements (including feedstock purchase contracts with minimum commitments and other long-term supply and service contracts, as discussed above) pursuant to which, along with our indebtedness, we are committed to pay approximately $193 million in 2026.
The U.S. government and various non-U.S. governmental agencies of countries in which we operate have determined the consumption of energy derived from fossil fuels is a major contributor to climate change and have adopted or are contemplating regulatory changes in response to the potential impact of climate change, including laws and regulations requiring enhanced reporting (such as the Corporate Social Responsibility Directive adopted by the European Union on November 28, 2022) as well as legislation regarding carbon emission costs, GHG emissions and renewable energy targets.
Governmental agencies of countries in which we operate have determined, or may determine in the future, the consumption of energy derived from fossil fuels is a major contributor to climate change and have adopted or are contemplating regulatory changes in response to the potential impact of climate change, including laws and regulations requiring enhanced reporting (such as the Corporate Social Responsibility Directive adopted by the European Union on November 28, 2022) as well as legislation regulating carbon and other GHG emissions and the use of renewable energy.
To the extent market interest rates rise, the cost of our debt could increase, even if the amount borrowed remains the same, adversely affecting our financial condition, results of operations and cash flows.
Indebtedness outstanding under our Global Revolver accrues interest at variable rates. To the extent market interest rates rise, the cost of our debt could increase, even if the amount borrowed remains the same, adversely affecting our financial condition, results of operations and cash flows.
As of December 31, 2024, our total consolidated debt was approximately $507.4 million.
As of December 31, 2025, our total consolidated debt was approximately $557.4 million.
If we experience unforeseen technological, operational or other difficulties in managing the integration of LPC as our wholly-owned subsidiary, we may not be able to implement the process innovations at the facility that we expect. In addition, we may not be able to achieve the synergies or improve efficiency and product quality that we expect.
If we experience unforeseen technological, operational or other difficulties in integrating the Kronos Louisiana facility into our operations as our wholly-owned subsidiary, we may not be able to implement the process innovations at the facility that we expect. In addition, we may not be able to achieve the anticipated synergies or improvements in efficiency and product quality that we expect.
Our recent acquisition of the remaining 50% interest in LPC may not generate benefits we anticipate and may otherwise affect our business and prospects. We recently completed the LPC acquisition in which we purchased the 50% ownership interest in LPC we did not previously own.
Our acquisition of the remaining 50% interest in LPC may not generate benefits we anticipate and may otherwise affect our business and prospects. In July 2024 we completed the LPC acquisition in which we purchased the 50% ownership interest in LPC we did not previously own and we subsequently merged LPC into our wholly-owned subsidiary, Kronos Louisiana.
In addition, any adopted future laws and regulations focused on climate change and/or GHG emissions could negatively impact our ability (or that of our customers and suppliers) to compete with companies situated in areas not subject to such laws and regulations. 18 ​ General Risk Factors Operating as a global business presents risks associated with global and regional economic, political and regulatory environments.
In addition, any adopted future laws and regulations focused on climate change and/or GHG emissions could negatively impact our ability (or that of our customers and suppliers) to compete with companies situated in areas not subject to such laws and regulations.
Environmental, health and safety laws and regulations may result in increased regulatory scrutiny which could decrease demand for our products, increase our manufacturing and compliance costs or obligations and result in unanticipated losses which could negatively impact our financial results or limit our ability to operate our business.
In addition, litigation is very costly, and the costs associated with defending litigation matters could have a material adverse effect on our results of operations. 17 ​ Environmental, health and safety laws and regulations may result in increased regulatory scrutiny which could decrease demand for our products, increase our manufacturing and compliance costs or obligations and result in unanticipated losses which could negatively impact our financial results or limit our ability to operate our business.
We manufacture and distribute our products globally. Revenue from non-U.S. markets accounted for approximately 68%, 66%, and 66% of our revenue for the years ended December 31, 2022, 2023, and 2024, respectively.
General Risk Factors Operating as a global business presents risks associated with global and regional economic, political and regulatory environments. We manufacture and distribute our products globally. Revenue from non-U.S. markets accounted for approximately 66%, 66% and 64% of our revenue for the years ended December 31, 2023, 2024 and 2025, respectively.
Titanium-containing feedstocks suitable for use in our TiO 2 facilities are available from a limited number of suppliers around the world. Political and economic instability or increased regulations in the countries 15 ​ from which we purchase or mine our raw material supplies could adversely affect raw material availability.
Political and economic instability or increased regulations in the countries from which we purchase or mine our raw material supplies could adversely affect raw material availability.
Further, consolidation of our competitors or customers may result in reduced demand for our products or make it more difficult for us to compete with our competitors. The occurrence of any of these events could result in reduced earnings or operating losses. Higher costs or limited availability of our raw materials may reduce our earnings and decrease our liquidity.
Further, consolidation of our competitors or customers may result in reduced demand for our products or make it more difficult for us to compete with our competitors.
These agreements require us to purchase certain minimum quantities or services with minimum purchase commitments aggregating approximately $67 million at December 31, 2024. Our commitments under these contracts could adversely affect our financial results if we significantly reduce our production and we are unable to modify the contractual commitments.
In addition, we have other long-term supply and service contracts that provide for various raw materials and services, which may require us to purchase certain minimum quantities. Our obligations under these contracts could adversely affect our financial results if we significantly reduce our production and we are unable to modify the contractual commitments.
In some cases, the TiO 2 industry has been successful in getting anti-competitive duties enacted on Chinese imports such as the European duties enacted in 2024. ​ The U.S. federal government has recently implemented tariffs on certain foreign goods and may implement additional tariffs on foreign goods.
The U.S. federal government has recently implemented tariffs on certain foreign goods and may implement additional tariffs on foreign goods.
Any liability we might incur in the future could be material. In addition, litigation is very costly, and the costs associated with defending litigation matters could have a material adverse effect on our results of operations.
Any liability we might incur in the future could be material.
Removed
Our current agreements require us to purchase certain minimum quantities of feedstock with minimum purchase commitments aggregating approximately $542 million beginning in 2025 and extending through 2026. In addition, we have other long-term supply and service contracts that provide for various raw materials and services.
Added
In some cases, Western TiO 2 producers have been successful in obtaining anti-dumping duties on Chinese imports such as the duties recently enacted in the European Union, Brazil, Saudi Arabia, and other jurisdictions.
Removed
For example, on March 4, 2025, the U.S. government implemented a 25% tariff on all imports from Mexico and Canada into the U.S.
Added
The occurrence of any of these events could result in reduced earnings or operating losses. 15 ​ Higher costs or limited availability of our raw materials may reduce our earnings and decrease our liquidity. In addition, many of our raw material contracts contain fixed quantities we are required to purchase.
Added
Our current agreements have minimum purchase requirements, targeted purchases or require us to purchase certain minimum percentage-based quantities of feedstock based upon our annual purchasing requirements. We estimate aggregate purchases under these feedstock agreements will be between approximately $375 and $450 million in 2026.
Added
Tariff mitigation strategies, such as those we undertook in the first quarter of 2025 which included building and positioning inventory from our Canadian facility into the U.S., may result in increased shipping and warehousing costs. Future mitigation strategies may offer only temporary relief from the effect of these tariffs.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAs needed, we collaborate with external cybersecurity experts and legal advisors to help ensure a robust response strategy. Our board of directors oversees management’s processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives.
Biggest changeOur board of directors oversees management’s processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with our strategic objectives. Senior leadership, including our CIO, provides regular updates to the board of directors on our cybersecurity posture, emerging threats and our risk mitigation efforts.
Our CIO reports to our chief executive officer. We continually enhance our cyber defense strategy with the ultimate goal of preventing cybersecurity incidents to the extent feasible, while simultaneously bolstering our system resilience in an effort to minimize the business impact 20 ​ should an incident occur. Third parties also play a role in our cybersecurity.
Our CIO reports to our chief executive officer. 20 ​ We continually enhance our cyber defense strategy with the ultimate goal of preventing cybersecurity incidents to the extent feasible, while simultaneously bolstering our system resilience in an effort to minimize the business impact should an incident occur. Third parties also play a role in our cybersecurity posture.
ITEM 1C. CYBERSECURITY We recognize the importance of proactively assessing, identifying and managing material risks associated with cybersecurity threats. These risks include, among other things: operational disruptions, intellectual property theft, fraud, extortion, harm to employees or customers and violation of data privacy or security laws. Our cybersecurity programs are built on both operational and compliance foundations.
ITEM 1C. CYBERSECURITY We recognize the importance of proactively assessing, identifying and managing material risks associated with cybersecurity threats. These risks include, among other things: operational disruptions, intellectual property theft, fraud, extortion, harm to employees or customers and violations of data privacy or security laws. Our cybersecurity program is built on both operational and compliance foundations.
Our IT team is responsible for categorizing cybersecurity incidents, and those deemed high-risk or critical are escalated to the CIDAC for review and response coordination. Incidents are evaluated to determine materiality and for operational, financial and reputational impact. Our CIDAC performs simulations and tabletop exercises at a management level to evaluate our readiness and response to cybersecurity incidents.
Our IT team is responsible for categorizing cybersecurity incidents, and those deemed high-risk or critical are escalated to the CIDAC for strategic review and response coordination. Incidents are evaluated to determine regulatory requirements, materiality, and potential operational, financial and reputational impact.
Our CIDAC is comprised of our CIO and other senior executives including our chief financial officer, chief operating officer and general counsel. Security events and data incidents are evaluated, ranked by severity and prioritized for response and remediation.
We have a Cybersecurity Incident Disclosure and Controls Committee (“CIDAC”) which is central to our response and evaluation of cybersecurity incidents. Our CIDAC is comprised of our CIO and other senior executives including our chief financial officer, chief operating officer and general counsel. Information security events and incidents are evaluated, ranked by severity and prioritized for response and remediation.
Our full board retains oversight of cybersecurity because of its importance to us and visibility with our customers. ​ In the event of an incident, we follow a structured incident response playbook, which outlines clear and defined steps to be followed from incident detection to mitigation, recovery and notification, including notifying functional areas (such as legal and human resources), senior leadership and the board, as appropriate.
In the event of an incident, we follow a structured incident response playbook, which outlines clear and defined steps to be followed from incident detection to mitigation, recovery and notification, including notifying functional areas (such as legal and human resources), senior leadership and the board, as appropriate. We also conduct post-incident reviews to identify lessons learned and implement continuous improvements.
We engage reputable third-party security firms for consultation on industry best practices and regulatory standards and to conduct routine evaluations of our cybersecurity, such as through penetration testing and security audits; these evaluations include testing both the design and operational effectiveness of security controls.
We engage reputable third-party security firms to provide guidance on industry best practices and regulatory standards, to support proactive and reactive cybersecurity efforts, and to conduct periodic evaluations of our cybersecurity posture, including red team testing and security audits; these evaluations include testing both the design and operational effectiveness of our security controls.
While we have not experienced any major breaches, we actively monitor and mitigate cyber threats, including phishing attempts, malware, and targeted attacks. Thus far all such incidents have been minor, isolated and promptly contained.
We face a number of cybersecurity risks. To date, such risks have not materially affected us, including our business strategy, results of operations or financial condition. While we have not experienced any major breaches, we actively monitor and mitigate cyber threats, including phishing attempts, malware, and targeted attacks. Thus far all such incidents have been minor, isolated and promptly contained.
The operational component focuses on continuous detection, prevention, measurement, analysis and response to cybersecurity alerts and incidents, and on emerging threats. The compliance component establishes oversight of our cybersecurity programs by creating risk-based controls to protect the integrity, confidentiality, accessibility and availability of company data stored, processed or transferred.
The operational component focuses on continuous monitoring, detection, prevention, measurement, analysis and response to cybersecurity threats and incidents, including emerging risks. The compliance component provides oversight through risk-based controls designed to protect the confidentiality, integrity and availability of company data stored, processed or transmitted. Our cybersecurity program is fully integrated into our enterprise-wide risk management framework.
Our CIO has extensive information technology (IT) and program management experience and leads a team that has many years of experience with our organization. Our cybersecurity risks are also reviewed and tested annually through third party assessments and internal and external information technology audits. Our information technology team reviews cybersecurity risks at least annually, integrating findings into strategic risk assessments.
Our cybersecurity risks are also reviewed and tested annually through third party assessments and internal and external information technology audits. Our information technology team reviews cybersecurity risks at least annually, integrating findings into strategic risk assessments and applicable corrective action plans.
The board has delegated some of its primary risk oversight to board committees, including that our audit committee facilitates the board’s process of oversight of our overall risk management approach.
Our board of directors is apprised of cybersecurity incidents deemed to have significant business impact, even if they are not material to us. The board has delegated some of its primary risk oversight to board committees, including that our audit committee facilitates the board’s process of oversight of our overall risk management approach.
Our cybersecurity program is fully integrated into our enterprise-wide risk management framework. Our cybersecurity program is led by our chief information officer (CIO), who is responsible for developing and executing our overall information security strategy, policy, security engineering, operations and cyber threat detection and response.
Our cybersecurity program is led by our chief information officer (“CIO”), who is ultimately responsible for developing and executing our overall information security strategy, policies, security engineering, operations and cyber threat detection and response. Our CIO has extensive information technology (“IT”) and program management experience and leads a team with significant tenure and familiarity with our organization.
All employees are required to complete cybersecurity training at least twice a year and have access to more frequent cybersecurity training through periodic updates. Employees in certain roles also receive additional role-based, specialized cybersecurity training. We have a Cybersecurity Incident Disclosure and Controls Committee (CIDAC) which is central to our response and evaluation of cybersecurity incidents.
All company employees are required to complete cybersecurity training at least twice a year, have access to on-demand cybersecurity training through a web-based tool, and receive additional informational updates as necessary. Employees in certain roles also receive additional role-based, specialized cybersecurity training.
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Senior leadership, including our CIO and chief financial officer, provides regular updates to the board of directors on our cybersecurity posture, emerging threats and our risk mitigation efforts. Our board of directors is apprised of cybersecurity incidents deemed to have significant business impact, even if they are not material to us.
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Our CIDAC performs simulations and tabletop exercises at a management level to evaluate our readiness and response to cybersecurity incidents. As needed, we collaborate with external cybersecurity experts and legal advisors to help ensure a robust response strategy.
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We also conduct post-incident reviews to identify lessons learned and implement continuous improvements. We face a number of cybersecurity risks. To date, such risks have not materially affected us, including our business strategy, results of operations or financial condition.
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Our full board retains oversight of cybersecurity because of its importance to us and visibility with our customers. ​ We also maintain a documented incident response plan.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS We are involved in various environmental, contractual, intellectual property, product liability and other claims and disputes incidental to our business. Information required for this Item is incorporated by reference to Note 15 to our Consolidated Financial Statements.
Biggest changeITEM 3. LEGAL PROCEEDINGS We are involved in various environmental, contractual, intellectual property, product liability and other claims and disputes incidental to our business. Information required for this Item is incorporated by reference to Note 15 to our Consolidated Financial Statements. 21 ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe graph shows the value at December 31 of each year, assuming an original investment of $100 at December 31, 2019 and reinvestment of cash dividends and other distributions to stockholders. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2019 2020 2021 2022 2023 2024 Kronos Common Stock ​ $ 100 ​ $ 118 ​ $ 125 ​ $ 83 ​ $ 95 ​ $ 98 S&P 500 Composite Stock Index ​ ​ 100 ​ ​ 118 ​ ​ 152 ​ ​ 125 ​ ​ 158 ​ ​ 197 Peer Group ​ 100 ​ ​ 141 ​ ​ 210 ​ 168 ​ 179 ​ 111 The information contained in the performance graph shall not be deemed “soliciting material” or “filed” with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act, except to the extent we specifically request that the material be treated as soliciting material or specifically incorporate this performance graph by reference into a document filed under the Securities Act or the Securities Exchange Act.
Biggest changeThe graph shows the value at December 31 of each year, assuming an original investment of $100 at December 31, 2020 and reinvestment of cash dividends and other distributions to stockholders. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2020 ​ ​ ​ 2021 ​ ​ ​ 2022 ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 Kronos Common Stock ​ $ 100 ​ $ 106 ​ $ 70 ​ $ 81 ​ $ 83 ​ $ 39 S&P 500 Composite Stock Index ​ ​ 100 ​ ​ 129 ​ ​ 105 ​ ​ 133 ​ ​ 166 ​ ​ 196 Peer Group ​ 100 ​ ​ 149 ​ ​ 119 ​ 127 ​ 78 ​ 48 The information contained in the performance graph shall not be deemed “soliciting material” or “filed” with the SEC, or subject to the liabilities of Section 18 of the Securities Exchange Act, except to the extent we specifically request that the material be treated as soliciting material or specifically incorporate this performance graph by reference into a document filed under the Securities Act or the Securities Exchange Act.
We have 1,017,518 shares available for repurchase under the stock repurchase program at December 31, 2024 after repurchasing 313,814 shares in 2023 and none in 2024.
We have 1,017,518 shares available for repurchase under the stock repurchase program at December 31, 2025 after repurchasing 313,814 shares in 2023 and none in both 2024 and 2025.
Equity compensation plan information We have an equity compensation plan, which was approved by our stockholders, pursuant to which an aggregate of 200,000 shares of our common stock can be awarded to members of our board of directors. At December 31, 2024, 87,800 shares are available for awards under this plan. See Note 13 to our Consolidated Financial Statements.
Equity compensation plan information We have an equity compensation plan, which was approved by our stockholders, pursuant to which an aggregate of 200,000 shares of our common stock can be awarded to members of our board of directors. At December 31, 2025, 71,000 shares are available for awards under this plan. See Note 13 to our Consolidated Financial Statements.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed and traded on the New York Stock Exchange (symbol: KRO). As of February 28, 2025, there were approximately 1,500 holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed and traded on the New York Stock Exchange (symbol: KRO). As of February 27, 2026, there were approximately 1,400 holders of record of our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeOur net income in 2024 includes: ● a non-cash, pre-tax gain of $64.5 million ($50.9 million, or $.44 per share, net of income tax expense) resulting from the remeasurement of our investment in LPC recognized in the third quarter, ● a non-cash deferred income tax expense of $16.5 million ($.14 per share) related to final tax regulations on the treatment of certain currency translation gains and losses recognized in the fourth quarter, ● a non-cash deferred income tax expense of $8.2 million ($.07 per share) related to the recognition of a deferred income tax asset valuation allowance related to our Belgian net deferred tax assets recognized in the fourth quarter, and ● an aggregate charge of $1.5 million ($1.1 million, or $.01 per share, net of income tax benefit) related to a write-off of deferred financing costs.
Biggest changeOur net loss in 2025 includes: ● a non-cash deferred income tax expense of $19.3 million ($.17 per share) to reduce our net German deferred tax asset as a result of the rate reduction recognized in the third quarter, ● recognition in the fourth quarter, of $10.3 million ($7.6 million, or $.06 per share, net of income tax expense) related to restructuring costs associated with workforce reductions, ● recognition in the fourth quarter of $9.0 million ($7.1 million, or $.06 per share, net of income tax expense) settlement loss related to the termination and buy-out of our pension plan in the United States, ● a non-cash deferred income tax expense of $8.5 million ($.07 per share) related to the recognition of a valuation allowance on our German interest deduction limitation deferred tax asset recognized in the fourth quarter, and ● a non-cash, pre-tax gain of $4.6 million ($3.6 million, or $.03 per share, net of income tax expense) resulting from the remeasurement of our earn-out liability recognized in the third quarter, Our net income in 2024 includes: ● a non-cash, pre-tax gain of $64.5 million ($50.9 million, or $.44 per share, net of income tax expense) resulting from the remeasurement of our investment in LPC recognized in the third quarter, ● a non-cash deferred income tax expense of $16.5 million ($.14 per share) related to final tax regulations on the treatment of certain currency translation gains and losses recognized in the fourth quarter, ● a non-cash deferred income tax expense of $8.2 million ($.07 per share) related to the recognition of a deferred income tax asset valuation allowance related to our Belgian net deferred tax assets recognized in the fourth quarter, and ● an aggregate charge of $1.5 million ($1.1 million, or $.01 per share, net of income tax benefit) related to a write-off of deferred financing costs.
Our net loss in 2023 includes: ● an aggregate $2.5 million ($2.0 million, or $.02 per share, net of income tax expense) pre-tax insurance settlement gain related to a business interruption insurance claim arising from Hurricane Laura in 2020, recognized in the first, second and third quarters, ● recognition in the second quarter of a $1.3 million ($.9 million, or $.01 per share, net of income tax expense) settlement loss related to the termination and buy-out of our pension plan in the United Kingdom, ● recognition in the fourth quarter of a $3.8 million ($2.8 million, or $.02 per share, net of income tax expense) fixed asset impairment related to the write-off of certain costs resulting from a capital project termination , and ● recognition, primarily in the fourth quarter, of $5.8 million ($4.3 million, or $.04 per share, net of income tax expense) of restructuring costs related to workforce reductions.
Our net loss in 2023 includes: ● an aggregate $2.5 million ($2.0 million, or $.02 per share, net of income tax expense) pre-tax insurance settlement gain related to a business interruption insurance claim arising from Hurricane Laura in 2020, recognized in the first, second and third quarters, ● recognition in the second quarter of a $1.3 million ($.9 million, or $.01 per share, net of income tax expense) settlement loss related to the termination and buy-out of our pension plan in the United Kingdom, 25 ​ ● recognition in the fourth quarter of a $3.8 million ($2.8 million, or $.02 per share, net of income tax expense) fixed asset impairment related to the write-off of certain costs resulting from a capital project termination, and ● recognition, primarily in the fourth quarter, of $5.8 million ($4.3 million, or $.04 per share, net of income tax expense) of restructuring costs related to workforce reductions.
We will also from time-to-time sell assets outside the ordinary course of business and use the 39 ​ proceeds to (i) repay existing indebtedness, (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 will also from time-to-time sell assets outside the ordinary course of business and use the proceeds to (i) repay existing indebtedness, (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.
Although certain of our TiO 2 grades 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 product quality and customer and technical support services.
Although certain of our TiO 2 grades are considered specialty pigments, the majority of our grades and substantially all of our production are considered differentiated commodity pigment products with price and availability being the most significant competitive factors along with product quality and customer and technical support services.
For example, the 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, the 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.
For example, the credit 39 ​ 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, the 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.
Segment profit is defined as net income before income tax expense and certain general corporate items. The general corporate items include corporate expense and the components of other income (expense) except for trade interest income.
Segment profit (loss) is defined as net income (loss) before income tax expense and certain general corporate items. The general corporate items include corporate expense and the components of other income (expense) except for trade interest income.
We do not assess our property and equipment for impairment unless certain impairment indicators are present. We did not evaluate any long-lived assets for impairment during 2024 because no such impairment indicators were present. ● Defined benefit pension plans – We participate in or maintain various defined benefit pension plans in the U.S., Europe and Canada.
We do not assess our property and equipment for impairment unless certain impairment indicators are present. We did not evaluate any long-lived assets for impairment during 2025 because no such impairment indicators were present. ● Defined benefit pension plans – We participate in or maintain various defined benefit pension plans in the U.S., Europe and Canada.
We used the following discount rates for our defined benefit pension plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ Discount rates used for: ​ ​ Obligations ​ Obligations ​ Obligations ​ ​ at December 31, 2022 ​ at December 31, 2023 ​ at December 31, 2024 ​ ​ ​ and expense in 2023 ​ and expense in 2024 ​ and expense in 2025 ​ Germany ​ 3.7% ​ 3.2% ​ 3.4% ​ Canada 5.1% ​ 4.6% ​ 4.6% ​ Norway 3.6% ​ 3.6% ​ 4.3% ​ U.S. 5.3% ​ 5.0% ​ 5.5% ​ ​ The assumed long-term rate of return on plan assets represents the estimated average rate of earnings expected to be earned on the funds invested or to be invested in the plans’ assets provided to fund the benefit payments inherent in the projected benefit obligations.
We used the following discount rates for our defined benefit pension plans: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Discount rates used for: ​ ​ Obligations ​ Obligations ​ Obligations ​ ​ at December 31, 2023 ​ at December 31, 2024 ​ at December 31, 2025 ​ ​ ​ and expense in 2024 ​ and expense in 2025 ​ and expense in 2026 ​ Germany ​ 3.2% ​ 3.4% ​ 4.2% ​ Canada 4.6% ​ 4.6% ​ 4.7% ​ Norway 3.6% ​ 4.3% ​ 4.4% ​ U.S. 5.0% ​ 5.5% ​ - ​ ​ The assumed long-term rate of return on plan assets represents the estimated average rate of earnings expected to be earned on the funds invested or to be invested in the plans’ assets provided to fund the benefit payments inherent in the projected benefit obligations.
Similarly, if we lowered the assumed long-term rate of return on plan assets by 25 basis points for all of our plans, our defined benefit pension expense would be expected to increase by approximately $1.2 million during 2025. ● Income taxes – We operate globally and the calculation of our provision for income taxes and our deferred tax assets and liabilities involves the interpretation and application of complex tax laws and regulations in a multitude of jurisdictions across our global operations.
Similarly, if we lowered the assumed long-term rate of return on plan assets by 25 basis points for all of our plans, our defined benefit pension expense would be expected to increase by approximately $1.1 million during 2026. ● Income taxes – We operate globally and the calculation of our provision for income taxes and our deferred tax assets and liabilities involves the interpretation and application of complex tax laws and regulations in a multitude of jurisdictions across our global operations.
Our provision (benefit) for income taxes and deferred tax assets and liabilities reflects our best assessment of estimated current and 35 ​ future taxes to be paid, including the recognition and measurement of deferred tax assets and liabilities. We recognize deferred taxes for future tax effects of temporary differences between financial and income tax reporting.
Our provision (benefit) for income taxes and deferred tax assets and liabilities reflects our best assessment of estimated current and 36 ​ future taxes to be paid, including the recognition and measurement of deferred tax assets and liabilities. We recognize deferred taxes for future tax effects of temporary differences between financial and income tax reporting.
We regularly review our actual asset allocation for each of our U.S. and non-U.S. plans and 34 ​ will periodically rebalance the investments in each plan to more accurately reflect the targeted allocation when considered appropriate.
We regularly review our actual asset allocation for each of our non-U.S. plans and will 35 ​ periodically rebalance the investments in each plan to more accurately reflect the targeted allocation when considered appropriate.
Capital spending for 2025 is expected to be funded through cash on hand or borrowing under our existing credit facility. It is possible we will delay planned capital projects based on market conditions.
Capital spending for 2026 is expected to be funded through cash on hand or borrowing under our existing credit facility. It is possible we will delay planned capital projects based on market conditions.
We recognize the full funded status of our defined benefit pension plans as either an asset (for overfunded plans) or a liability (for underfunded 33 ​ plans) on our Consolidated Balance Sheets.
We recognize the full funded status of our defined benefit pension plans as either an asset (for overfunded plans) or a liability (for underfunded 34 ​ plans) on our Consolidated Balance Sheets.
Segment profit is defined as net income before income tax expense and certain general corporate items. These general corporate items include corporate expense and the components of other income (expense) except for trade interest income.
Segment profit (loss) is defined as net income (loss) before income tax expense and certain general corporate items. The general corporate items include corporate expense and the components of other income (expense) except for trade interest income.
The terms of all of our debt instruments are discussed in Note 8 to our Consolidated Financial Statements. We are in compliance with all of our debt covenants at December 31, 2024.
The terms of all of our debt instruments are discussed in Note 8 to our Consolidated Financial Statements. We are in compliance with all of our debt covenants at December 31, 2025.
However, if we had lowered the assumed discount rate by 25 basis points for all plans as of December 31, 2024, our aggregate projected benefit obligations would have increased by approximately $19.0 million at that date and our defined benefit pension expense would be expected to decrease by approximately $.1 million during 2025.
However, if we had lowered the assumed discount rate by 25 basis points for all plans as of December 31, 2025, our aggregate projected benefit obligations would have increased by approximately $17.0 million at that date and our defined benefit pension expense would be expected to decrease by approximately $.1 million during 2026.
Future impacts on our operations will depend on, among other things, future energy costs, the effect newly enacted tariffs have on jurisdictions in which we or our customers and suppliers operate, our success in implementing mitigation strategies, and the impact economic conditions and geopolitical events have on our operations or our customers’ and suppliers’ operations, all of which remain uncertain and cannot be predicted.
Future impacts on our operations will depend on, among other things, future energy costs, the effect newly enacted tariffs in jurisdictions where we or our customers and suppliers operate, our success in implementing mitigation strategies, and the impact economic conditions, consumer confidence, and geopolitical events on our operations or our customers’ and suppliers’ operations, all of which remain uncertain and cannot be predicted.
At December 31, 2024, we had substantial net assets denominated in the euro, Canadian dollar and Norwegian krone. Critical accounting policies and estimates Our significant accounting policies are more fully described in Note 1 to our Consolidated Financial Statements.
At December 31, 2025, we had substantial net assets denominated in the euro, Canadian dollar and Norwegian krone. 33 ​ Critical accounting policies and estimates Our significant accounting policies are more fully described in Note 1 to our Consolidated Financial Statements.
Based on the actuarial assumptions described above and our current expectation for what actual average currency exchange rates will be during 2025, we expect our defined benefit pension expense will approximate $8 million in 2025. In comparison, we expect to be required to contribute approximately $16 million to such plans during 2025.
Based on the actuarial assumptions described above and our current expectation for what actual average currency exchange rates will be during 2026, we expect our defined benefit pension expense will approximate $8 million in 2026. In comparison, we expect to be required to contribute approximately $17 million to such plans during 2026.
Based upon our expectation for the TiO 2 industry and anticipated demands on cash resources, we expect to have sufficient liquidity to meet our short-term obligations (defined as the twelve-month period ending December 31, 2025) and our long-term obligations (defined as the five-year period ending December 31, 2029, our time period for long-term budgeting).
Based upon our expectation for the TiO 2 industry and anticipated demands on cash resources, we expect to have sufficient liquidity to meet our short-term obligations (defined as the twelve-month period ending December 31, 2026) and our long-term obligations (defined as the five-year period ending December 31, 2030, our time period for long-term budgeting).
For example, during 2024, relative changes in currency exchange rates resulted in a $.1 million decrease in the reported amount of our cash, cash equivalents and restricted cash compared to a $1.0 million increase in 2023 and a $5.1 million decrease in 2022. Cash provided by operating activities was $72.5 million in 2024 compared to $5.5 million in 2023.
For example, during 2025, relative changes in currency exchange rates resulted in a $4.5 million increase in the reported amount of our cash, cash equivalents and restricted cash compared to a $.1 million decrease in 2024 and a $1.0 million increase in 2023. Cash provided by operating activities was $2.5 million in 2025 compared to $72.5 million in 2024.
We estimate approximately $24 million of our 2025 capital expenditures will be in environmental compliance, protection and improvement programs which are primarily focused on increasing operating efficiency but also result in improved environmental protection, such as lower emissions from our manufacturing plants.
We estimate approximately $30 million of our 2026 capital expenditures will be in environmental compliance, protection and improvement programs which are primarily focused on increasing operating efficiency but also result in improved environmental protection, such as lower emissions from our manufacturing plants.
Our assumed long-term rates of return on plan assets for 2022, 2023 and 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ 2022 2023 ​ 2024 Germany ​ 2.0% ​ 4.8% ​ 5.0% Canada ​ 3.8% ​ 4.4% ​ 4.9% Norway 3.0% ​ 4.8% ​ 4.8% U.S. 4.0% ​ 5.0% ​ 5.0% ​ Our long-term rate of return on plan asset assumptions in 2025 used for purposes of determining our 2025 defined benefit pension plan expense for Germany, Canada, Norway and the U.S. are 4.8%, 3.7%, 5.3% and 5.0%, respectively.
Our assumed long-term rates of return on plan assets for 2023, 2024 and 2025 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ 2025 Germany ​ 4.8% ​ 5.0% ​ 4.8% Canada ​ 4.4% ​ 4.9% ​ 3.7% Norway 4.8% ​ 4.8% ​ 5.3% U.S. 5.0% ​ 5.0% ​ 5.0% ​ Our long-term rate of return on plan asset assumptions in 2026 used for purposes of determining our 2026 defined benefit pension plan expense for Germany, Canada and Norway are 4.8%, 3.7% and 5.6%, respectively.
See Notes 7, 8, 14 and 15 to our Consolidated Financial Statements. ​ Recent accounting pronouncements See Note 19 to our Consolidated Financial Statements.
See Notes 7, 8, 14 and 15 to our Consolidated Financial Statements. ​ Recent accounting pronouncements See Note 18 to our Consolidated Financial Statements.
The funding requirements for these defined benefit pension plans are generally based upon applicable regulations (such as ERISA in the U.S.) and will generally differ from pension expense for financial reporting purposes. We made contributions to all of our plans which aggregated $15.3 million in 2022, $16.1 million in 2023 and $15.4 million in 2024.
The funding requirements for these defined benefit pension plans are generally based upon applicable regulations (such as ERISA in the U.S.) and will generally differ from pension expense for financial reporting purposes. We made contributions to our plans which aggregated $16.1 million in 2023, $15.4 million in 2024 and $15.9 million in 2025.
Until such time as we are able to reverse the valuation allowance in full, to the extent we generate additional losses in Belgium in the intervening periods, our effective income tax rate will be negatively impacted because any further losses will effectively be recognized without the net income tax benefit. See Note 12 to our Consolidated Financial Statements.
Until such time as we are able to reverse the valuation allowance in full, to the extent we generate additional losses in Belgium in the intervening periods, our effective income tax rate will be negatively impacted because any further losses will effectively be recognized without the net income tax benefit.
Cash, cash equivalents, restricted cash and marketable securities At December 31, 2024 we had: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Held by ​ ​ ​ U.S. ​ Non-U.S. ​ ​ ​ ​ ​ entities ​ entities ​ Total ​ ​ (In millions) Cash and cash equivalents $ 28.9 ​ $ 77.8 ​ $ 106.7 Current restricted cash 1.3 ​ 2.0 ​ 3.3 Noncurrent restricted cash - ​ 4.7 ​ 4.7 Noncurrent marketable securities 3.4 ​ - ​ 3.4 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.
Cash, cash equivalents, restricted cash and marketable securities At December 31, 2025 we had: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Held by ​ ​ ​ ​ ​ ​ ​ U.S. ​ Non-U.S. ​ ​ ​ ​ ​ entities ​ entities ​ Total ​ ​ (In millions) Cash and cash equivalents ​ $ 1.0 ​ $ 32.2 ​ $ 33.2 Current restricted cash ​ 1.4 ​ 2.4 ​ 3.8 Noncurrent restricted cash ​ - ​ 5.5 ​ 5.5 Noncurrent marketable securities ​ 1.8 ​ - ​ 1.8 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.
At December 31, 2024, approximately 58%, 18%, 10% and 11% of the plan assets related to our plans in Germany, Canada, Norway and the U.S., respectively. We use several different long-term rates of return on plan asset assumptions in determining our consolidated defined benefit pension plan expense.
At December 31, 2025, approximately 65%, 18% and 11% of the plan assets related to our plans in Germany, Canada and Norway, respectively. We use several different long-term rates of return on plan asset assumptions in determining our consolidated defined benefit pension plan expense.
We have discussed the development, selection and disclosure of our critical accounting estimates with the audit committee of our board of directors. ● Long-lived assets – The net book value of our property and equipment totaled $694.1 million at December 31, 2024.
We have discussed the development, selection and disclosure of our critical accounting estimates with the audit committee of our board of directors. ● Long-lived assets – The net book value of our property and equipment totaled $724.3 million at December 31, 2025.
See Note 5 to our Consolidated Financial Statements. 36 ​ LIQUIDITY AND CAPITAL RESOURCES Consolidated cash flows Operating activities Trends in cash flows as a result of our operating activities (excluding the impact of significant asset dispositions and relative changes in assets and liabilities) are generally similar to trends in our earnings.
LIQUIDITY AND CAPITAL RESOURCES Consolidated cash flows Operating activities Trends in cash flows as a result of our operating activities (excluding the impact of significant asset dispositions and relative changes in assets and liabilities) are generally similar to trends in our earnings.
The effect of the weakening of the U.S. dollar relative to the euro caused additional net translation gains as the positive effects of the weaker U.S. dollar on euro-denominated sales more than offset the unfavorable effects on euro-denominated operating costs being translated into more U.S. dollars in 2024 as compared to 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Impact of changes in currency exchange rates - 2023 vs. 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Translation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ gains ​ Total currency ​ Transaction gains recognized ​ impact of ​ impact ​ 2022 2023 Change rate changes 2023 vs. 2022 ​ (In millions) Impact on: ​ ​ ​ ​ ​ Net sales ​ $ - ​ $ - ​ $ - ​ $ 10 ​ $ 10 Income (loss) from operations ​ 12 ​ 1 ​ (11) ​ 27 ​ 16 ​ The $10 million increase in net sales (translation gains) was caused primarily by a weakening of the U.S. dollar relative to the euro, as our euro-denominated sales were translated into more U.S. dollars in 2023 as compared to 2022.
Additionally, the effect of the weakening of the U.S. dollar relative to the euro caused further net translation losses, as the positive effects of the weaker U.S. dollar on euro-denominated sales was more than offset by the unfavorable effects on euro-denominated operating costs being translated into more U.S. dollars in 2025 as compared to 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Impact of changes in currency exchange rates - 2024 vs. 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Translation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ gains ​ Total currency ​ Transaction gains recognized ​ impact of ​ impact ​ 2023 ​ ​ ​ 2024 Change rate changes 2024 vs. 2023 ​ (In millions) Impact on: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ - ​ $ - ​ $ - ​ $ 5 ​ $ 5 Income (loss) from operations ​ 1 ​ 2 ​ 1 ​ 9 ​ 10 ​ The $5 million increase in net sales (translation gains) was caused primarily by a weakening of the U.S. dollar relative to the euro, as our euro-denominated sales were translated into more U.S. dollars in 2024 as compared to 2023.
See Note 10 to our Consolidated Financial Statements. We recognized consolidated defined benefit pension plan expense of $24.1 million in 2022, $12.0 million in 2023 and $8.0 million in 2024.
See Note 10 to our Consolidated Financial Statements. We recognized consolidated defined benefit pension plan expense of $12.0 million in 2023, $8.0 million in 2024 and $17.7 million in 2025.
Our estimates of the fair values of assets acquired and liabilities assumed are based upon assumptions we believe are reasonable, and when appropriate, include assistance from independent third-party valuation advisors.
Our estimates of the fair values of assets acquired and liabilities assumed are based upon assumptions we believe are reasonable, and when appropriate, include assistance from independent third-party valuation advisors. See Note 5 to our Consolidated Financial Statements.
In February 2025, our board of directors declared a first quarter 2025 regular quarterly dividend of $.05 per share, payable March 20, 2025 to stockholders of record as of March 11, 2025.
In February 2026, our board of directors declared a first quarter 2026 regular quarterly dividend of $.05 per share, payable March 19, 2026 to stockholders of record as of March 10, 2026.
At December 31, 2024, approximately 68%, 14%, 7% and 7% of the projected benefit obligations related to our plans in Germany, Canada, Norway and the U.S., respectively. We use several different discount rate assumptions in determining our consolidated defined benefit pension plan obligation and expense.
At December 31, 2025, approximately 72%, 15% and 8% of the projected benefit obligations related to our plans in Germany, Canada and Norway, respectively. We use several different discount rate assumptions in determining our consolidated defined benefit pension plan obligation and expense.
As discussed and quantified above, our gross margin as a percentage of net sales increased primarily due to higher sales and production volumes as well as lower production costs, partially offset by lower average TiO 2 selling prices. 27 ​ Selling, general and administrative expense – Selling, general and administrative expense increased $14.4 million, or 7%, in 2024 compared to 2023.
Gross margin as a percentage of net sales increased to 19% in 2024 compared to 10% in 2023. As discussed and quantified above, our gross margin as a percentage of net sales increased primarily due to higher sales and production volumes as well as lower production costs, partially offset by lower average TiO 2 selling prices.
At December 31, 2024, we continue to conclude no valuation allowance is required to be recognized for our German DTAs although prior to the complete utilization of such carryforwards, if we were to generate additional losses in our German operations for an extended period of time, or if applicable laws were to change such that the carryforward periods were more limited, it is possible that we might conclude the benefit of such carryforwards would no longer meet the more-likely-than-not recognition criteria, at which point we would be required to recognize a valuation allowance against some or all of the then-remaining tax benefit associated with the carryforwards.
Although prior to the complete utilization of such carryforwards, if we were to generate additional losses in our German or U.S. operations for an extended period of time, or if applicable laws were to change such that the carryforward periods were more limited, it is possible that we might conclude the benefit of such carryforwards would no longer meet the more-likely-than-not recognition criteria, at which point we would be required to recognize a valuation allowance against some or all of the then-remaining tax benefit associated with the carryforwards. ● Acquisition of Joint Venture – During the third quarter of 2024, we acquired the 50% joint venture interest in LPC previously held by Venator.
During 2024, 44% of our sales volumes were sold into European markets. We believe we are the largest chloride process producer of TiO 2 in Europe with an estimated 14% share of European TiO 2 sales volumes in 2024. In addition, we estimate we have a 17% share of North American TiO 2 sales volumes in 2024.
During 2025, 45% of our sales volumes were sold into European markets. We believe we are the largest producer of TiO 2 in Europe with an estimated 15% share of European TiO 2 sales volumes in 2025. In addition, we estimate we have a 19% share of North American TiO 2 sales volumes in 2025.
Our cost of sales as a percentage of net sales decreased to 81% in 2024 compared to 90% in 2023 primarily due to the favorable effects of increased sales, lower production costs and higher production volumes resulting in increased coverage of fixed production costs.
Sales and production volumes resulting from the LPC acquisition did not materially impact comparisons to the prior year. 29 ​ Our cost of sales as a percentage of net sales decreased to 81% in 2024 compared to 90% in 2023 primarily due to the favorable effects of increased sales, lower production costs and higher production volumes resulting in increased coverage of fixed production costs.
In the third quarter we issued an additional €75 million principal amount of 9.50% Senior Secured Notes due 2029 (the Additional New Notes (as defined below) together with the Old Notes and the New Notes, the “Senior Secured Notes”). See Note 8 to our Consolidated Financial Statements.
In the third quarter we issued an additional €75 million principal amount of 9.50% Senior Secured Notes due 2029. See Note 8 to our Consolidated Financial Statements.
See Note 5 to our Consolidated Financial Statements. 24 ​ We reported net income of $86.2 million, or $.75 per share, in 2024 compared to a net loss of $49.1 million, or $.43 per share, in 2023.
We reported net income of $86.2 million, or $.75 per share, in 2024 compared to a net loss of $49.1 million, or $.43 per share, in 2023.
The difference is primarily due to lower earnings in 2023 and the jurisdictional mix of such earnings. Our earnings are subject to income tax in various U.S. and non-U.S. jurisdictions, and the income tax rates applicable to the pre-tax earnings (losses) of our non-U.S. operations are generally higher than the income tax rates applicable to our U.S. operations.
Our earnings are subject to income tax in various U.S. and non-U.S. jurisdictions, and the income tax rates applicable to the pre-tax earnings (losses) of our non-U.S. operations are generally higher than the income tax rates applicable to our U.S. operations.
See Note 12 to our Consolidated Financial Statements. 28 ​ Comparison of 2023 to 2022 Results of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2022 ​ 2023 ​ ​ (Dollars in millions) Net sales $ 1,930.2 100 % $ 1,666.5 100 % Cost of sales ​ ​ 1,539.1 ​ 80 1,501.6 90 ​ Gross margin ​ 391.1 20 ​ 164.9 10 ​ Selling, general and administrative expense ​ 231.3 12 ​ 211.2 13 ​ Other operating income (expense): ​ ​ ​ ​ ​ Currency transactions, net ​ 11.5 1 ​ 1.4 - ​ Other operating expense, net ​ ​ (11.7) ​ (1) ​ ​ (11.1) ​ - ​ Income (loss) from operations ​ ​ 159.6 ​ 8 ​ ​ (56.0) ​ (3) ​ Corporate expense and trade interest income, net ​ ​ 16.3 ​ 1 ​ ​ 16.2 ​ 1 ​ Segment profit (loss) (1) $ 175.9 9 % $ (39.8) (2) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % Change ​ TiO 2 operating statistics: ​ ​ ​ ​ Sales volumes* ​ 481 ​ ​ ​ 419 ​ (13) % Production volumes* ​ 492 ​ ​ ​ 401 ​ (19) % Percentage change in net sales: ​ ​ ​ ​ TiO 2 product pricing ​ ​ ​ ​ (13) % TiO 2 sales volumes ​ ​ ​ ​ (4) ​ TiO 2 product mix/other ​ ​ ​ ​ 2 ​ Changes in currency exchange rates ​ ​ ​ ​ 1 ​ Total ​ ​ ​ ​ (14) % * Thousands of metric tons (1) The Company uses segment profit (loss) to assess the performance of the Company’s TiO 2 operations.
See Note 12 to our Consolidated Financial Statements for a tabular reconciliation of our statutory income tax provision to our actual tax provision. 28 ​ Comparison of 2024 to 2023 Results of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ 2023 ​ 2024 ​ ​ (Dollars in millions) Net sales ​ ​ ​ $ 1,666.5 ​ ​ ​ 100 % $ 1,887.1 ​ ​ ​ 100 % Cost of sales ​ ​ 1,501.6 ​ 90 1,527.8 81 ​ Gross margin ​ 164.9 10 ​ 359.3 19 ​ Selling, general and administrative expense ​ 211.2 13 ​ 225.6 12 ​ Other operating income (expense): ​ ​ ​ ​ ​ ​ ​ Currency transactions, net ​ 1.4 - ​ 1.6 - ​ Other operating expense, net ​ ​ (11.1) ​ - ​ ​ (12.4) ​ - ​ Income (loss) from operations ​ ​ (56.0) ​ (3) ​ ​ 122.9 ​ 7 ​ Corporate expense and trade interest income, net ​ ​ 16.2 ​ 1 ​ ​ 18.1 ​ 1 ​ Segment profit (loss) (1) $ (39.8) (2) % $ 141.0 8 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % Change ​ TiO 2 operating statistics: ​ ​ ​ ​ ​ ​ ​ ​ Sales volumes* ​ 419 ​ ​ ​ 504 ​ 20 % Production volumes* ​ 401 ​ ​ ​ 535 ​ 33 % Percentage change in net sales: ​ ​ ​ ​ ​ ​ ​ ​ TiO 2 sales volumes ​ ​ ​ ​ ​ ​ 20 % TiO 2 product pricing ​ ​ ​ ​ ​ ​ (5) ​ TiO 2 product mix/other ​ ​ ​ ​ ​ ​ (2) ​ Changes in currency exchange rates ​ ​ ​ ​ ​ ​ - ​ Total ​ ​ ​ ​ ​ ​ 13 % * Thousands of metric tons (1) We use segment profit (loss) to assess the performance of our TiO 2 operations.
Stock repurchase program At December 31, 2024, we have 1,017,518 shares available for repurchase under a stock repurchase program authorized by our board of directors.
Stock repurchase program At December 31, 2025, we have 1,017,518 shares available for repurchase under a stock repurchase program authorized by our board of directors. See Note 13 to our Consolidated Financial Statements.
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).
The majority of our 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).
Cash provided by operating activities was $5.5 million in 2023 compared to $81.7 million in 2022.
Cash provided by operating activities was $72.5 million in 2024 compared to $5.5 million in 2023.
As discussed and quantified above, our gross margin as a percentage of net sales decreased primarily due to lower production and sales volumes, lower average TiO 2 selling prices, higher production costs and changes in currency exchange rates.
As discussed and quantified above, our gross margin as a percentage of net sales decreased primarily due to lower average TiO 2 selling prices and lower production volumes resulting in unfavorable fixed cost absorption.
This increase was primarily due to higher distribution costs related to higher overall sales volumes compared to 2023. Our selling, general and administrative expense in 2024 also includes $2.2 million of transaction costs incurred in connection with the LPC acquisition .
Our selling, general and administrative expense in 2024 also includes $2.2 million of transaction costs incurred in connection with the LPC acquisition. Selling, general and administrative expense also decreased due to lower costs related to workforce reductions in 2024 compared to 2023.
We recognized a gain of $2.5 million in 2023 related to cash received from the settlement of a business interruption insurance claim. See Note 17 to our Consolidated Financial Statements. We estimate that changes in currency exchange rates increased our segment profit by approximately $10 million in 2024 as compared to 2023, as further discussed below.
See Note 17 to our Consolidated Financial Statements. We estimate that changes in currency exchange rates increased our segment profit by approximately $10 million in 2024 as compared to 2023, as further discussed below.
See Note 13 to our Consolidated Financial Statements. 40 ​ Capital expenditures We intend to spend approximately $55 million on capital expenditures during 2025 (including approximately $9 million contractually committed at December 31, 2024), primarily to maintain and improve our existing facilities.
Capital expenditures We intend to spend approximately $60 million on capital expenditures during 2026 (including approximately $11 million contractually committed at December 31, 2025), primarily to maintain and improve our existing facilities.
(KII) 3.75% Senior Secured Notes due September 2025 (the “Old Notes”) for our newly issued €276.174 million 9.50% Senior Secured Notes due March 2029 (the “New Notes”) plus additional cash consideration of $52.6 million to certain eligible holders of the Old Notes and borrowed $53.7 million from Contran.
During 2024, we: ● paid dividends of $.48 per share to stockholders aggregating $55.2 million ($.19 in each of the first two quarters, $.05 and $.05 per share in the last two quarters of 2024, respectively), and ● exchanged €325 million of our KII 3.75% Senior Secured Notes due September 2025 (the “Old Notes”) for our newly issued €276.174 million 9.50% Senior Secured Notes due March 2029 (the “New Notes”) plus additional cash consideration of $52.6 million to certain eligible holders of the Old Notes and borrowed $53.7 million from Contran.
As shown below: ● Our average days sales outstanding, or DSO, decreased from December 31, 2023 to December 31, 2024, primarily due to relative changes in the timing of collections, and ● Our average days sales in inventory, or DSI, increased from December 31, 2023 to December 31, 2024, primarily due to production volumes exceeding sales volumes in 2024 compared to 2023 when our sales volumes exceeded our production volumes.
As shown below: ● Our average days sales outstanding, or DSO, at December 31, 2025 is comparable to December 31, 2024, and ● Our average days sales in inventory, or DSI, decreased from December 31, 2024 to December 31, 2025, primarily due to lower inventory volumes attributable to sales volumes exceeding production volumes in the fourth quarter of 2025 compared to the fourth quarter of 2024 where our production volumes exceeded our sales volumes.
Our cost of sales in 2024 include a charge of approximately $2 million related to workforce reductions and approximately $14 million in non-cash charges related to the closure of our sulfate process line in Canada discussed above. Sales and production volumes resulting from the LPC acquisition did not materially impact comparisons to the prior year.
Our cost of sales in 2024 include a charge of approximately $2 million related to workforce reductions and approximately $14 million in non-cash charges related to the closure of our sulfate process line in Canada.
Under defined benefit pension plan accounting, defined benefit pension plan expense, pension assets and accrued pension costs are each recognized based on certain actuarial assumptions. These assumptions are principally the assumed discount rate, the assumed long-term rate of return on plan assets, the fair value of plan assets and the assumed increase in future compensation levels.
These assumptions are principally the assumed discount rate, the assumed long-term rate of return on plan assets, the fair value of plan assets and the assumed increase in future compensation levels.
TiO 2 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 sales volumes decreased 13% in 2023 as compared to 2022 due to lower overall demand across all major markets noted above.
TiO 2 selling prices will increase or decrease generally as a result of competitive market pressures and changes in the relative level of supply and demand as well as changes in raw material and other manufacturing costs.
Outstanding debt obligations and borrowing availability At December 31, 2024, our consolidated debt comprised: ● €351.174 million aggregate outstanding on our KII 9.5% Senior Secured Notes due 2029 plus €5.1 million of unamortized premium ($365.4 million carrying amount, net of unamortized debt issuance costs), ● €75 million aggregate outstanding on our KII 3.75% Senior Secured Notes due 2025 ($78.3 million carrying amount), ● $53.7 million outstanding on our subordinated, unsecured term loan from Contran due September 2029 (the “Contran Term Loan”), and ● $10.0 million outstanding on our Global Revolver. 38 ​ Availability under the Global Revolver is subject to a borrowing base calculation, as defined in the agreement.
Outstanding debt obligations and borrowing availability At December 31, 2025, our consolidated debt comprised: ● €426.174 million aggregate outstanding on our KII 9.5% Senior Secured Notes due 2029 ($503.7 million carrying amount, net of unamortized premium and unamortized debt issuance costs), ● $53.7 million outstanding on our subordinated, unsecured term loan from Contran due September 2029 (the “Contran Term Loan”).
The borrowing base calculated as of December 31, 2024 was approximately $278 million. Effective July 17, 2024, we completed an amendment to our Global Revolver (the “Second Amendment”).
Availability under the Global Revolver is subject to a borrowing base calculation, as defined in the agreement. The borrowing base calculated as of December 31, 2025 was approximately $251 million. Effective July 17, 2025, we completed an amendment to our Global Revolver (the “Fourth Amendment”).
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 and (ii) changes in currency exchange rates during time periods when our non-U.S. operations are holding non-local currency (primarily U.S. dollars). 30 ​ Fluctuations in currency exchange rates had the following effects on our sales and income (loss) from operations for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Impact of changes in currency exchange rates - 2024 vs. 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Translation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ gains ​ Total currency ​ Transaction gains recognized ​ impact of ​ impact ​ 2023 2024 Change rate changes 2024 vs. 2023 ​ ​ (In millions) Impact on: ​ ​ ​ ​ ​ Net sales ​ $ - ​ $ - ​ $ - ​ $ 5 ​ $ 5 Income (loss) from operations ​ 1 ​ 2 ​ 1 ​ 9 ​ 10 ​ The $5 million increase in net sales (translation gains) was caused primarily by a weakening of the U.S. dollar relative to the euro, as our euro-denominated sales were translated into more U.S. dollars in 2024 as compared to 2023.
Fluctuations in currency exchange rates had the following effects on our sales and income (loss) from operations for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Impact of changes in currency exchange rates - 2025 vs. 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Translation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ gains ​ Total currency ​ Transaction gains recognized ​ impact of ​ impact ​ ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ Change ​ ​ ​ rate changes ​ ​ ​ 2025 vs. 2024 ​ ​ (In millions) Impact on: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ - ​ $ - ​ $ - ​ $ 24 ​ $ 24 Income (loss) from operations ​ 2 ​ 5 ​ 3 ​ 5 ​ 8 ​ The $24 million increase in net sales (translation gains) was caused primarily by a weakening of the U.S. dollar relative to the euro, as our euro-denominated sales were translated into more U.S. dollars in 2025 as compared to 2024.
In each case, the spread used to determine the rate was based upon comparable debt transactions at the time of the issuance of the applicable notes. See Note 8 to our Consolidated Financial Statements. ​ The Contran Term Loan is subordinated in right of payment to our Senior Secured Notes and our Global Revolver.
See Note 8 to our Consolidated Financial Statements. ​ The Contran Term Loan is subordinated in right of payment to our Senior Secured Notes and our Global Revolver.
Our net income in 2022 includes the recognition of a pre-tax insurance settlement gain of $2.7 million recognized in the third quarter ($2.2 million, or $.02 per share, net of income tax expense) related to a business interruption insurance claim arising from Hurricane Laura in 2020. 25 ​ Comparison of 2024 to 2023 Results of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ 2023 ​ 2024 ​ ​ ​ (Dollars in millions) Net sales $ 1,666.5 100 % $ 1,887.1 100 % Cost of sales 1,501.6 90 ​ 1,527.8 81 ​ Gross margin 164.9 10 ​ 359.3 19 ​ Selling, general and administrative expense 211.2 13 ​ 225.6 12 ​ Other operating income (expense): ​ ​ ​ ​ Currency transactions, net 1.4 - ​ 1.6 - ​ Other operating expense, net ​ ​ (11.1) ​ - ​ ​ (12.4) ​ - ​ Income (loss) from operations ​ ​ (56.0) ​ (3) ​ ​ 122.9 ​ 7 ​ Corporate expense and trade interest income, net 16.2 1 ​ 18.1 1 ​ Segment profit (loss) (1) $ (39.8) (2) % $ 141.0 8 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % Change ​ TiO 2 operating statistics: ​ ​ ​ Sales volumes* ​ ​ 419 ​ ​ ​ ​ 504 ​ 20 % Production volumes* ​ ​ 401 ​ ​ ​ ​ 535 ​ 33 % Percentage change in net sales: ​ ​ ​ ​ TiO 2 sales volumes ​ ​ ​ ​ 20 % TiO 2 product pricing ​ ​ ​ (5) ​ TiO 2 product mix/other ​ ​ ​ (2) ​ Changes in currency exchange rates ​ ​ ​ - ​ Total ​ ​ ​ ​ 13 % * Thousands of metric tons (1) The Company uses segment profit (loss) to assess the performance of the company’s TiO 2 operations.
Comparison of 2025 to 2024 Results of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ 2024 ​ 2025 ​ ​ ​ (Dollars in millions) Net sales ​ ​ ​ $ 1,887.1 ​ ​ ​ 100 % $ 1,859.4 ​ ​ ​ 100 % Cost of sales 1,527.8 81 ​ 1,646.4 89 ​ Gross margin 359.3 19 ​ 213.0 11 ​ Selling, general and administrative expense 225.6 12 ​ 245.2 13 ​ Other operating income (expense): ​ ​ ​ ​ ​ ​ Currency transactions, net 1.6 - ​ 5.4 - ​ Other operating expense, net ​ ​ (12.4) ​ - ​ ​ (9.7) ​ - ​ Income (loss) from operations ​ ​ 122.9 ​ 7 ​ ​ (36.5) ​ (2) ​ Corporate expense and trade interest income, net 18.1 1 ​ 14.3 1 ​ Segment profit (loss) (1) $ 141.0 8 % $ (22.2) (1) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ % Change ​ TiO 2 operating statistics: ​ ​ ​ ​ ​ ​ ​ Sales volumes* ​ ​ 504 ​ ​ ​ ​ 512 ​ 2 % Production volumes* ​ ​ 535 ​ ​ ​ ​ 480 ​ (10) % Percentage change in net sales: ​ ​ ​ ​ ​ ​ ​ TiO 2 sales volumes ​ ​ ​ ​ ​ ​ 2 % TiO 2 product pricing ​ ​ ​ ​ ​ (4) ​ TiO 2 product mix/other ​ ​ ​ ​ ​ - ​ Changes in currency exchange rates ​ ​ ​ ​ ​ 1 ​ Total ​ ​ ​ ​ ​ ​ (1) % * Thousands of metric tons (1) We use segment profit (loss) to assess the performance of our TiO 2 operations.
The strengthening of the U.S. dollar relative to the Canadian dollar and the Norwegian krone in 2023 did not have a significant effect on our net sales, as a substantial portion of the sales generated by our Canadian and Norwegian operations is denominated in the U.S. dollar. 31 ​ The $16 million decrease in loss from operations was comprised of the following: ● Lower net currency transaction gains of approximately $11 million 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, and between the euro 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 non-U.S. operations, and in Norwegian krone denominated receivables and payables held by our non-U.S. operations, and ● Approximately $27 million from net currency translation gains primarily caused by a strengthening of the U.S. dollar relative to the Canadian dollar and Norwegian krone, as local currency-denominated operating costs were translated into fewer U.S. dollars in 2023 as compared to 2022.
The $8 million decrease in loss from operations was comprised of the following: ● Higher net currency transaction gains of approximately $3 million 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, and between the euro 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 non-U.S. operations, and in Norwegian krone denominated receivables and payables held by our non-U.S. operations.
As a result of the increase in demand experienced in the fourth quarter of 2023 and the first quarter of 2024, along with more favorable production costs, we began increasing our production rates during the first quarter of 2024 and we operated at near practical capacity in the second, third and fourth quarters of 2024 resulting in 96% of practical capacity utilization in 2024. 26 ​ The following table shows our capacity utilization rates during 2023 and 2024. ​ ​ ​ ​ ​ ​ Production Capacity Utilization Rates ​ 2023 2024 First Quarter ​ 76% ​ 87% Second Quarter 64% ​ 99% Third Quarter 73% ​ 92% Fourth Quarter 75% ​ 97% Overall 72% ​ 96% Excluding the effect of changes in currency exchange rates, our cost of sales per metric ton of TiO 2 sold in 2024 was significantly lower as compared to 2023 primarily due to significant decreases in per metric ton production costs (primarily energy and raw materials).
The following table shows our capacity utilization rates during 2024 and 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ Production Capacity Utilization Rates ​ ​ ​ ​ 2024 ​ ​ ​ 2025 First Quarter ​ 87% ​ 93% Second Quarter 99% ​ 81% Third Quarter 92% ​ 80% Fourth Quarter 97% ​ 55% Overall 96% ​ 77% Excluding the effect of changes in currency exchange rates and unabsorbed fixed costs, our cost of sales per metric ton of TiO 2 sold in 2025 was lower as compared to 2024 primarily due to decreases in per metric ton production costs (primarily raw materials).
Net sales – Our net sales in 2023 decreased 14%, or $263.7 million, compared to 2022 primarily due to a 13% decrease in sales volumes (which decreased net sales by approximately $251 million) and a 4% decrease in average TiO 2 selling prices (which decreased net sales by approximately $77 million).
Net sales – Our net sales in 2025 decreased 1%, or $27.7 million, compared to 2024 primarily due to a 4% decrease in average TiO 2 selling prices (which decreased net sales by approximately $75 million) somewhat offset by a 2% increase in sales volumes (which increased net sales by approximately $38 million).
As a result of the process line closure, we recognized charges to cost of sales of approximately $2 million during 2024 related to workforce reductions. We also recognized approximately $14 million in non-cash charges primarily related to accelerated depreciation in the second and third quarters of 2024.
Our cost of sales in 2024 include a charge of approximately $2 million related to workforce reductions and approximately $14 million in non-cash charges related to the closure of our sulfate process line in Canada.
This $76.2 million decrease in the amount of cash provided was primarily due to the net effect of the following: ● lower income from operations in 2023 of $215.6 million, ● lower amount of net cash used associated with relative changes in our inventories, receivables, payables and accruals in 2023 of $109.5 million, ● lower cash paid for income taxes of $20.0 million primarily due to decreased earnings in 2023, and ● lower net contributions to our TiO 2 manufacturing joint venture in 2023 of $13.6 million.
This $70.0 million decrease in the amount of cash provided was primarily due to the net effect of the following: ● lower income from operations in 2025 of $159.4 million, 37 ​ ● lower amount of net cash used associated with relative changes in our inventories, receivables, payables and accruals in 2025 of $119.7 million, ● higher cash paid for taxes in 2025 of $10.4 million primarily due to timing of tax payments, ● higher cash paid for interest in 2025 of $9.2 million, and ● lower net contributions of $2.7 million to our TiO 2 manufacturing joint venture in 2025 as a result of obtaining control of LPC in July 2024.
In addition to the impact of sales volumes and average TiO 2 selling prices, we estimate that changes in currency exchange rates (primarily the euro) increased our net sales by approximately $10 million in 2023 as compared to 2022.
Additionally, we estimate that changes in currency exchange rates (primarily the euro) increased our net sales by approximately $24 million in 2025 as compared to 2024.
Segment profit (loss) – We had a segment loss of $39.8 million in 2023 compared to segment profit of $175.9 million in 2022 as a result of the factors impacting gross margin discussed above.
Segment profit (loss) – We had segment profit of $141.0 million in 2024 compared to a segment loss of $39.8 million in 2023 as a result of the factors impacting gross margin discussed above. We recognized a gain of $2.5 million in 2023 related to cash received from the settlement of a business interruption insurance claim.
We estimate changes in currency exchange rates decreased our segment loss by approximately $16 million in 2023 as compared to 2022, as discussed in the Effects of currency exchange rates section below. Other non-operating income (expense) – We recognized unrealized losses of $1.0 million in each of 2023 and 2022 on the change in value of our marketable equity securities.
We estimate that changes in currency exchange rates decreased our segment loss by approximately $8 million in 2025 as compared to 2024, as discussed in the effects of currency exchange rates section below. Other non-operating income (expense) – Interest expense in 2025 increased $10.1 million compared to 2024 primarily due to higher average debt balances and higher average interest rates.
We would generally expect our overall effective tax rate to be higher than the U.S. federal statutory rate of 21% primarily because of our sizeable non-U.S. operations. See Note 12 to our Consolidated Financial Statements for a tabular reconciliation of our statutory income tax provision to our actual tax provision.
We would generally expect our overall effective tax rate, excluding the effect of any increase or decrease in our deferred income tax asset valuation allowance or tax rate changes to be higher than the U.S. federal statutory tax rate of 21% primarily because of our sizeable non-U.S. operations.
Our operations are affected by global and regional economic, political and regulatory factors, and we have experienced global market disruptions. As noted above, energy costs in Europe, which spiked when Russia invaded Ukraine, remain above historical levels.
Our operations are affected by global and regional economic, political and regulatory factors, and we have experienced global market disruptions.
Selling, general and administrative expense – Selling, general and administrative expense decreased $20.1 million, or 9%, in 2023 compared to 2022 primarily due to lower distribution costs related to lower overall sales volumes during the year.
Selling, general and administrative expense – Selling, general and administrative expense increased $14.4 million, or 7%, in 2024 compared to 2023. This increase was primarily due to higher distribution costs related to higher overall sales volumes compared to 2023.
In response to the extended period of reduced demand in 2023, discussed above, we took measures to reduce our operating costs and improve our long-term cost structure such as the implementation of certain voluntary and involuntary workforce reductions during the second half of 2023 that primarily impacted our European operations.
In response to the extended period of reduced demand in 2025, discussed above, we have taken measures to further reduce our operating costs and improve our long-term cost structure. In the fourth quarter of 2025, we implemented certain voluntary and involuntary workforce reductions across our operating locations impacting both manufacturing and selling, general and administrative costs.
Executive summary As previously reported, effective the Acquisition Date of July 16, 2024, we acquired the 50% joint venture interest in LPC previously held by Venator. Prior to the acquisition, we held a 50% joint venture interest in LPC through a wholly-owned subsidiary. LPC was operated as a manufacturing joint venture between us and Venator.
Prior to the acquisition, we held a 50% joint venture interest in LPC through a wholly-owned subsidiary. LPC was operated as a manufacturing joint venture between us and Venator. Following the acquisition, LPC became a wholly-owned subsidiary of ours. In 2025, we merged LPC into our wholly-owned subsidiary Kronos Louisiana, Inc. (the combined company is referred to as “Kronos Louisiana”).
Selling, general and administrative expense also decreased due to lower costs related to workforce reductions in 2024 compared to 2023. Segment profit (loss) – We had segment profit of $141.0 million in 2024 compared to a segment loss of $39.8 million in 2023 as a result of the factors impacting gross margin discussed above.
Segment profit (loss) – Segment profit decreased by $163.2 million to a segment loss of $22.2 million in 2025 compared to segment profit of $141 million in 2024 as a result of the factors impacting gross margin discussed above.
The Additional New Notes are fungible with the New Notes, are treated as a single series with the New Notes, and have the same terms as the New Notes, other than their date of issuance and issue price. The proceeds from the Additional New Notes were used to pay down borrowings incurred under the Global Revolver.
The Additional Notes were issued at a premium of 105.0% of their principal amount, resulting in net proceeds of approximately $90 million after fees and estimated expenses. The Additional Notes are fungible with the Existing Notes, are treated as a single series and have the same terms as the Existing Notes, other than their date of issuance and issue price.
Our cost of sales as a percentage of net sales increased to 90% in 2023 compared to 80% in 2022 primarily due to the unfavorable effects of higher production costs (primarily raw materials) and unabsorbed fixed production costs due to lower production volumes. 29 ​ Gross margin as a percentage of net sales decreased to 10% in 2023 compared to 20% in 2022.
Our cost of sales as a percentage of net sales increased to 89% in 2025 compared to 81% in 2024 primarily due to the unfavorable fixed cost absorption and currency fluctuations, as discussed above. Gross margin as a percentage of net sales decreased to 11% in 2025 compared to 19% in 2024.
For comparative purposes, we have provided current and prior year numbers below. ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 December 31, 2023 December 31, 2024 DSO ​ 64 days ​ 66 days ​ 62 days DSI ​ 103 days ​ 65 days ​ 82 days 37 ​ Investing activities We paid $156.8 million, net of cash acquired, for the remaining TiO 2 manufacturing joint venture interest in LPC.
For comparative purposes, we have provided current and prior year numbers below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ December 31, 2024 ​ ​ ​ December 31, 2025 DSO ​ 66 days ​ 62 days ​ 61 days DSI ​ 65 days ​ 82 days ​ 57 days Investing activities Our capital expenditures were $42.9 million in 2025 compared to $29.5 million in 2024 and $47.4 million in 2023.
Selling, general and administrative expense as a percentage of net sales increased in 2023 compared to 2022 as a result of lower net sales and $5.8 million in charges related to workforce reductions noted above. See Note 18 to our Consolidated Financial Statements.
Selling, general and administrative expense as a percentage of net sales increased 1% in 2025 as compared to 2024 as a result of the factors described above.
Effects of currency exchange rates We have substantial operations and assets located outside the United States (primarily in Germany, Belgium, Norway and Canada). The majority of our 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.
See Note 12 to our Consolidated Financial Statements for a tabular reconciliation of our statutory income tax provision to our actual tax provision. ​ 30 ​ Effects of currency exchange rates We have substantial operations and assets located outside the United States (primarily in Germany, Belgium, Norway and Canada).
For example, at December 31, 2024, we have significant German corporate and trade net operating loss (NOL) carryforwards of $447.3 million (DTA of $70.8 million) and $40.1 million (DTA of $4.4 million), respectively; and Belgian corporate NOL carryforwards of $72.0 million (DTA of $18.0 million).
We periodically review our deferred tax assets (“DTA”) to determine if a valuation allowance is required. For example, at December 31, 2025, we have significant German corporate and trade net operating loss (“NOL”) carryforwards of $510.8 million (DTA of $57.2 million) and $46.3 million (DTA of $5.0 million).

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeSee Notes 8 and 14 to our Consolidated Financial Statements. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Indebtedness amount Year-end ​ ​ Carrying ​ Fair ​ interest ​ Maturity ​ ​ amount ​ value ​ rate ​ date ​ ​ (In millions) ​ ​ ​ ​ Fixed-rate indebtedness: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Kronos International, Inc. 9.50% Senior Secured ​ $ 365.4 ​ ​ 403.4 ​ 9.50 % 2029 Kronos International, Inc. 3.75% Senior Secured ​ ​ 78.3 ​ ​ 77.9 ​ 3.75 % 2025 Total fixed rate indebtedness ​ $ 443.7 ​ $ 481.3 ​ 8.49 % ​ Variable rate indebtedness: ​ ​ ​ ​ ​ ​ ​ ​ ​ Revolving credit facility ​ $ 10.0 ​ $ 10.0 ​ 6.25 % 2029 Currency exchange rates We are exposed to market risk arising from changes in currency exchange rates as a result of manufacturing and selling our products worldwide.
Biggest changeSee Notes 8 and 14 to our Consolidated Financial Statements. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Indebtedness amount ​ ​ ​ Year-end ​ ​ ​ ​ ​ ​ Carrying ​ Fair ​ interest ​ Maturity ​ ​ amount ​ value ​ rate ​ date ​ ​ (In millions) ​ ​ ​ ​ Fixed-rate indebtedness: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Kronos International, Inc. 9.50% Senior Secured ​ $ 503.7 ​ $ 469.9 ​ 9.50 % 2029 Currency exchange rates We are exposed to market risk arising from changes in currency exchange rates as a result of manufacturing and selling our products worldwide.
Actual future market conditions will likely differ materially from such assumptions. Accordingly, such forward-looking statements should not be considered to be projections by us of future events, gains or losses. 42 ​
Actual future market conditions will likely differ materially from such assumptions. Accordingly, such forward-looking statements should not be considered to be projections by us of future events, gains or losses.
Earnings are primarily affected by fluctuations in the value of the U.S. dollar relative to 41 ​ the euro, the Canadian dollar, the Norwegian krone and to a lesser extent the United Kingdom pound sterling and the value of the euro relative to the Norwegian krone.
Earnings are primarily affected by fluctuations in the value of the U.S. dollar relative to the euro, the Canadian dollar, the Norwegian krone and to a lesser extent the United Kingdom pound sterling and the value of the euro relative to the Norwegian krone.
In addition, at December 31, 2024, we have a $53.7 million subordinated, unsecured term loan payable to a related party, Contran, due September 2029.
In addition, at December 31, 2025, we have a $53.7 million subordinated, unsecured term loan payable to a related party, Contran, due September 2029.
As discussed in Item 1 we generally enter into long-term supply agreements for certain of our raw material requirements. Many of our raw material contracts contain fixed quantities we are required to purchase or specify a range of quantities within which we are required to purchase.
As discussed in Item 1 we generally enter into long-term supply agreements for certain of our raw material requirements. Some of our raw 42 ​ material contracts contain fixed quantities we are required to purchase or specify a range of quantities within which we are required to purchase.
The potential increase in the U.S. dollar equivalent of such indebtedness resulting from a hypothetical 10% adverse change in exchange rates at December 31, 2024 would be approximately $45 million. Raw materials We are exposed to market risk from changes in commodity prices relating to our raw materials.
The potential increase in the U.S. dollar equivalent of such indebtedness resulting from a hypothetical 10% adverse change in exchange rates at December 31, 2025 would be approximately $50 million. Raw materials We are exposed to market risk from changes in commodity prices relating to our raw materials.
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 and (ii) changes in currency exchange rates during time periods when our non-U.S. operations are holding non-local currency (primarily U.S. dollars).
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.
Information shown below for our euro-denominated 9.50% and 3.75% Senior Secured Notes due 2029 and 2025, respectively, is presented in its U.S. dollar equivalent at December 31, 2024 (net of unamortized debt issuance costs of $6.3 million, in addition to an unamortized bond premium of $5.3 million) using an exchange rate of U.S. $1.043 per euro.
Information shown below for our euro-denominated 9.50% Senior Secured Notes due 2029, is presented in its U.S. dollar equivalent at December 31, 2025 (net of unamortized debt issuance costs of $6.9 million, in addition to an unamortized bond premium of $9.0 million) using an exchange rate of U.S. $1.177 per euro.
At December 31, 2024, we had the equivalent of $365.4 million outstanding under our euro-denominated KII 9.5% Senior Secured Notes due 2029 (exclusive of unamortized bond premium and debt issuance costs) and $78.3 million outstanding under our euro-dominated KII 3.75% Senior Secured Notes due 2025 (exclusive of unamortized debt issuance costs).
At December 31, 2025, we had the equivalent of $503.7 million outstanding under our euro-denominated KII 9.5% Senior Secured Notes due 2029 (exclusive of unamortized bond premium and debt issuance costs).
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK General We are exposed to market risk from changes in interest rates, currency exchange rates, equity security and raw material prices.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK General We are exposed to market risk from changes in interest rates, currency exchange rates, equity security and raw material prices. Interest rates At December 31, 2025, our aggregate indebtedness was comprised primarily of our fixed-rate, euro-denominated KII 9.5% Senior Secured Notes due 2029.
Interest rates At December 31, 2024, our aggregate indebtedness was comprised primarily of our fixed-rate, euro-denominated KII 9.5% Senior Secured Notes due 2029 and KII 3.75% Senior Secured Notes due 2025. The fixed-rate debt instruments minimize earnings volatility that would result from changes in interest rates. Our Global Revolver is a variable-rate instrument.
The fixed-rate debt instruments minimize earnings volatility that would result from changes in interest rates. Our Global Revolver is a variable-rate instrument and we had no borrowings outstanding 41 ​ at December 31, 2025. The following table presents principal amounts and weighted average interest rates for our aggregate outstanding indebtedness at December 31, 2025.
However, we may enter into such contracts in the future to manage our currency exchange rate risk. We are not party to any currency forward contracts at December 31, 2024. Also, we are subject to currency exchange rate risk associated with our Senior Secured Notes due 2025 and 2029, as such indebtedness is denominated in euros.
The contract was settled in August 2025, resulting in an overall transaction gain of $2.8 million. See Note 16 to our Consolidated Financial Statements. At December 31, 2025, we had no currency forward contracts outstanding. Also, we are subject to currency exchange rate risk associated with our Senior Secured Notes due 2029, as such indebtedness is denominated in euros.
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The following table presents principal amounts and weighted average interest rates for our aggregate outstanding indebtedness at December 31, 2024.
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However, we may enter into such contracts in the future to manage our currency exchange rate risk. In the first quarter of 2025, we entered into a currency forward contract in order to manage currency exchange rate risk associated with the maturity in September 2025 of our €75 million 3.75% Senior Secured Notes due 2025.

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