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What changed in VALHI INC /DE/'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of VALHI INC /DE/'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.

+500 added−518 removedSource: 10-K (2026-03-10) vs 10-K (2025-03-06)

Top changes in VALHI INC /DE/'s 2025 10-K

500 paragraphs added · 518 removed · 399 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

117 edited+12 added−13 removed107 unchanged
Biggest changeThese products include: ● wake enhancement devices, trim tabs, steering wheels, and billet aluminum accessories; ● original equipment and aftermarket stainless steel exhaust headers, exhaust pipes, mufflers and other exhaust components; ● high performance gauges such as GPS speedometers and tachometers; ● mechanical and electronic controls and throttles; ● dash panels, LED indicators, and wire harnesses; and ● grab handles, pin cleats and other accessories. ​ - 14 - ‌ ​ CompX operated three principal operating facilities at December 31, 2024 as shown below. ​ ​ ​ ​ ​ ​ ​ ​ ​ Reporting ​ ​ ​ Size Facility Name Unit Location (square feet) Owned Facilities : National (1) SP Mauldin, SC 198,000 Grayslake (1) SP/MC Grayslake, IL 133,000 Custom (1) MC Neenah, WI 95,000 SP – Security Products MC – Marine Components (1) ISO-9001 registered facilities Raw materials CompX’s primary raw materials are: ● Security Products - zinc and brass (for the manufacture of locking mechanisms). ● Marine Components - stainless steel (for the manufacture of exhaust headers and pipes and wake enhancement systems), aluminum (for the manufacture of throttles and trim tabs) and other components.
Biggest changeCompX operated three principal operating facilities at December 31, 2025 as shown below. ​ ​ ​ ​ ​ ​ ​ ​ ​ Reporting ​ ​ ​ Size Facility Name ​ ​ ​ Unit ​ ​ ​ Location ​ ​ ​ (square feet) Owned Facilities : ​ ​ ​ National (1) SP Mauldin, SC 198,000 Grayslake (1) SP/MC Grayslake, IL 133,000 Custom (1) MC Neenah, WI 95,000 SP – Security Products MC – Marine Components (1) ISO-9001 registered facilities Raw materials CompX’s primary raw materials are: ● Security Products - zinc and brass (for the manufacture of locking mechanisms). ● Marine Components - stainless steel (for the manufacture of exhaust headers and pipes and wake enhancement systems), aluminum (for the manufacture of throttles and trim tabs) and other components.
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 – Kronos produces 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 – Kronos produces TiO 2 pigments that improve the optical and physical properties of plastics, including whiteness and opacity.
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.
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, Africa, India and South Africa.
We believe LandWell’s residential/planned community is unique within the greater Las Vegas area due to its location and planned amenities which include 490 acres of community and neighborhood parks and open space interconnected with major regional trails and parks. LandWell markets its residential/planned community to builders who target first-time to middle market home buyers to maximize sales.
We believe LandWell’s residential/planned community is unique within the greater Las Vegas area due to its location and amenities which include 490 acres of community and neighborhood parks and open space interconnected with major regional trails and parks. LandWell markets its residential/planned community to builders who target first-time to middle market home buyers to maximize sales.
(“BMI”) and The LandWell Company (“LandWell”); ● 2015 – The first homes in our Cadence planned community were completed by third-party builders and sold to the public; ● 2020 – In December LandWell completed the first bulk sale of land within the Cadence planned community; ● 2022 – In July Basic Water Company (BWC) ceased water delivery due to a decline in water levels at Lake Mead in Nevada and in September BWC filed for bankruptcy protection; ● 2023 – In November, upon the Bankruptcy Court’s approval of BWC’s plan of reorganization, BWC sold substantially all of its assets.
(“BMI”) and The LandWell Company (“LandWell”); ● 2015 – The first homes in our Cadence planned community were completed by third-party builders and sold to the public; ● 2020 – In December LandWell completed the first bulk sale of land within the Cadence planned community; ● 2022 – In July Basic Water Company (“BWC”) ceased water delivery due to a decline in water levels at Lake Mead in Nevada and in September BWC filed for bankruptcy protection; ● 2023 – In November, upon the Bankruptcy Court’s approval of BWC’s plan of reorganization, BWC sold substantially all of its assets.
CompX operates three manufacturing facilities and CompX’s production processes requiring waste-water discharge are consolidated at its Mauldin, South Carolina facility. This facility has received a ReWa Compliance Excellence Award multiple years for its exemplary performance from Renewable Water Resources, an organization which - 16 - ‌ ​ sets regulatory and water policies for the Mauldin facility’s geographic region.
CompX operates three manufacturing facilities and CompX’s production processes requiring waste-water discharge are consolidated at its Mauldin, South Carolina facility. This facility has received a ReWa Compliance Excellence Award multiple years for its exemplary performance from Renewable Water Resources, an organization which sets regulatory and water policies for the Mauldin facility’s geographic region.
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, Kronos’ facilities may be subject to environmental regulatory enforcement under local or national laws. Typically, Kronos updates its 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, Kronos’ facilities may be subject to environmental regulatory enforcement under local or national laws. Typically, Kronos updates its compliance programs to resolve these matters.
Commodity market prices are cyclical, reflecting overall economic trends, specific developments in consuming industries and speculative investor activities. ​ - 15 - ‌ ​ Patents and trademarks CompX holds a number of patents relating to its component products, certain of which it believes to be important to it and its continuing business activity.
Commodity market prices are cyclical, reflecting overall economic trends, specific developments in consuming industries and speculative investor activities. Patents and trademarks CompX holds a number of patents relating to its component products, certain of which it believes to be important to it and its continuing business activity.
In other instances, we have disposed of our interest in a company prior to gaining control. We intend to consider such activities in the future and may, in connection with such activities, consider issuing additional equity securities and increasing our indebtedness. Website and Available Information – Our fiscal year ends December 31.
In other instances, we have disposed of our interest in a company prior to gaining control. We intend to consider such activities in the future and may, in connection with such activities, consider issuing additional equity securities and increasing our indebtedness. - 19 - ‌ ​ Website and Available Information – Our fiscal year ends December 31.
CompX’s security products reporting unit competes against a number of domestic and foreign manufacturers. CompX’s marine components reporting unit competes with small domestic manufacturers and is minimally affected by foreign competitors. Regulatory and environmental matters CompX has a history of incorporating environmental management and compliance in its operations and decision making.
CompX’s security products reporting unit competes against a number of domestic and foreign manufacturers. CompX’s marine components reporting unit competes with small domestic manufacturers and is minimally affected by foreign competitors. - 15 - ‌ ​ Regulatory and environmental matters CompX has a history of incorporating environmental management and compliance in its operations and decision making.
Simmons and the Family Trust routinely evaluate acquisitions of interests in, or combinations with, companies, including related companies, that provide strategic opportunities and synergies or that we perceive to be undervalued in the marketplace. These companies - 20 - ‌ ​ may or may not be engaged in businesses related to our current businesses.
Simmons and the Family Trust routinely evaluate acquisitions of interests in, or combinations with, companies, including related companies, that provide strategic opportunities and synergies or that we perceive to be undervalued in the marketplace. These companies may or may not be engaged in businesses related to our current businesses.
CompX continuously seeks to diversify into new - 13 - ‌ ​ markets and identify new applications and features for its products, which it believes provides a greater potential for higher rates of earnings growth as well as diversification of risk. Manufacturing, operations and products Security Products .
CompX continuously seeks to diversify into new markets and identify new applications and features for its products, which it believes provides a greater potential for higher rates of earnings growth as well as diversification of risk. Manufacturing, operations and products Security Products .
KRONOS ® purified anatase grades meet the applicable requirements of the CTFA (Cosmetics, Toiletries and Fragrances Association), USP (United States Pharmacopoeia), BP (British Pharmacopoeia) and the FDA (United States Food and Drug Administration). - 6 - ‌ ​ Kronos’ TiO 2 business is enhanced by the following three complementary businesses, which comprised approximately 10% of our Chemicals Segment’s net sales in 2024: ● Kronos owns and operates an ilmenite mine in Norway pursuant to a governmental concession with an unlimited term.
KRONOS ® purified anatase grades meet the applicable requirements of the CTFA (Cosmetics, Toiletries and Fragrances Association), USP (United States Pharmacopoeia), BP (British Pharmacopoeia) and the FDA (United States Food and Drug Administration). - 6 - ‌ ​ Kronos’ TiO 2 business is enhanced by the following three complementary businesses, which comprised approximately 10% of our Chemicals Segment’s net sales in 2025: ● Kronos owns and operates an ilmenite mine in Norway pursuant to a governmental concession with an unlimited term.
We are the successor company of the 1987 merger of LLC Corporation and another entity controlled by Contran Corporation. One of Contran’s wholly-owned subsidiaries held approximately 91% of Valhi’s outstanding common stock at December 31, 2024. As discussed in Note 1 to our Consolidated Financial Statements, Lisa K. Simmons and a trust established for the benefit of Ms.
We are the successor company of the 1987 merger of LLC Corporation and another entity controlled by Contran Corporation. One of Contran’s wholly-owned subsidiaries held approximately 91% of Valhi’s outstanding common stock at December 31, 2025. As discussed in Note 1 to our Consolidated Financial Statements, Lisa K. Simmons and a trust established for the benefit of Ms.
We are committed to maintaining a strong safety culture where all workers meet or exceed required industry performance standards, and we continuously seek to improve occupational and process safety performance.
We are committed to maintaining a strong safety culture where all workers meet or exceed required industry performance standards, and we continuously seek to improve occupational and process safety - 18 - ‌ ​ performance.
It is possible that future developments, such as stricter requirements in environmental laws and enforcement policies, could adversely affect Kronos’ operations, including production, handling, use, storage, transportation, sale or disposal of hazardous or toxic substances or require Kronos 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 Kronos’ operations, including production, handling, use, storage, transportation, sale or disposition of hazardous or toxic substances or require Kronos to make capital and other expenditures to comply, and could adversely affect our consolidated financial position and results of operations or liquidity.
Kronos also registers, maintains and protects its trademark rights. Kronos maintains the secrecy of its trade secret rights and protects them by means of security protocols and confidentiality agreements. In some instances, Kronos has entered into license agreements with third parties concerning various intellectual property matters. Kronos has also from time to time been involved in disputes over intellectual property.
Kronos maintains the secrecy of its trade secret rights and protects them by means of security protocols and confidentiality agreements. In some instances, Kronos has entered into license agreements with third parties concerning various intellectual property matters. Kronos has also from time to time been involved in disputes over intellectual property.
Kronos’ marketing staff closely coordinates with its sales force and technical specialists to ensure the needs of its customers are met, and to help develop and commercialize new grades where appropriate. Kronos sells a majority of its products through its direct sales force operating in Europe and North America.
Kronos’ marketing staff closely coordinates with its sales force and technical specialists to ensure the needs of its customers are met, and to help develop and commercialize new grades where appropriate. Kronos sells a majority of its products through its direct sales force operating in Europe, North America and other markets.
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.
Kronos owns its Leverkusen facility, which represents approximately 29% of its current TiO 2 production capacity, but Kronos leases 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.
Kronos owns its Leverkusen facility, which represents approximately 28% of its current TiO 2 production capacity, but Kronos leases 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.
Price and availability are the most significant competitive factors along with quality and customer service for the majority of Kronos’ product grades. Increasingly, Kronos is focused on providing pigments that are differentiated to meet specific customer requests and specialty grades that are differentiated from its competitors’ products.
Price and availability are the most significant competitive factors along with quality and customer service for the majority of Kronos’ product grades. Increasingly, Kronos is focused on providing pigments that are differentiated to meet specific customer requirements and specialty grades that are differentiated from its competitors’ products.
CompX’s marine components reporting unit has a facility in Neenah, Wisconsin and a facility in Grayslake, Illinois which is shared with its security products reporting unit. CompX’s specialty marine component products are high precision components designed to operate within tight tolerances in the highly demanding marine environment.
CompX’s marine components reporting unit has a facility - 13 - ‌ ​ in Neenah, Wisconsin and a facility in Grayslake, Illinois which is shared with its security products reporting unit. CompX’s specialty marine components products are high precision components designed to operate within tight tolerances in the highly demanding marine environment.
Kronos 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 Kronos’ business, results of operations, financial position or liquidity.
Kronos 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 Kronos’ 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.
Kronos’ U.S. patent portfolio includes patents having remaining terms ranging from one year to 19 years. Trademarks – Kronos’ trademarks, including KRONOS ® , are covered by issued and/or pending registrations, including in Canada and the United States.
Kronos’ U.S. patent portfolio includes patents having remaining terms ranging from one year to 18 years. Trademarks – Kronos’ trademarks, including KRONOS ® , are covered by issued and/or pending registrations, including in Canada and the United States.
Kronos produces 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.
Kronos markets 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.
Contracts for land sales are negotiated on an individual basis, and sales terms and prices will vary based on such factors - 17 - ‌ ​ as location (including location within a planned community), expected development work and individual buyer needs.
Contracts for land sales are negotiated on an individual basis, and sales terms and prices will vary based on such factors as location (including location within a planned community), expected development work - 16 - ‌ ​ and individual buyer needs.
The factors that could cause actual future results to differ materially from those described herein are the risks and uncertainties discussed in this Annual Report and those described from time to time in our other filings with the SEC and include, but are not limited to, the following: ● Future supply and demand for our products; ● Our ability to realize expected cost savings from strategic and operational initiatives; ● Our ability to integrate acquisitions, including Louisiana Pigment Company, L.P., into Kronos’ operations and realize expected synergies and innovations; ● The extent of the dependence of certain of our businesses on certain market sectors; ● The cyclicality of certain of our businesses (such as Kronos’ titanium dioxide (“TiO 2 ”) operations); ● Customer and producer inventory levels; ● Unexpected or earlier-than-expected industry capacity expansion (such as the TiO 2 industry); ● Changes in raw material and other operating costs (such as ore, zinc, brass, aluminum, steel and energy costs) or the implementation of tariffs on imported raw materials; ● Changes in the availability of raw materials (such as ore); ● General global economic and political conditions that harm the worldwide economy, disrupt our supply chain, increase material and energy costs, reduce demand or perceived demand for TiO 2, component products and land held for development or impair our ability to operate our facilities (including changes in the level of gross domestic product in various regions of the world, tariffs, natural disasters, terrorist acts, global conflicts and public health crises); ● Operating interruptions (including, but not limited to, labor disputes, leaks, natural disasters, fires, explosions, unscheduled or unplanned downtime, transportation interruptions, certain regional and world events or economic conditions and public health crises); ● Technology related disruptions (including, but not limited to, cyber-attacks; software implementation, upgrades or improvements; technology processing failures; or other events) related to our technology infrastructure that could impact our ability to continue operations, or at key vendors which could impact our supply chain, or at key customers which could impact their operations and cause them to curtail or pause orders; ● Competitive products and substitute products; - 2 - ‌ ​ ● Competition from Chinese suppliers with less stringent regulatory and environmental compliance requirements; ● Customer and competitor strategies; ● Potential difficulties in upgrading or implementing accounting and manufacturing software systems; ● Potential consolidation of our competitors; ● Potential consolidation of our customers; ● The impact of pricing and production decisions; ● Competitive technology positions; ● Our ability to protect or defend intellectual property rights; ● The introduction of new, or changes in existing, tariffs, trade barriers or trade disputes (including tariffs imposed by the U.S. federal government on imports from Canada, where Kronos has a manufacturing facility); ● The ability of our subsidiaries to pay us dividends; ● Uncertainties associated with new product development and the development of new product features; ● Fluctuations in currency exchange rates (such as changes in the exchange rate between the U.S. dollar and each of the euro, the Norwegian krone and the Canadian dollar and between the euro and the Norwegian krone) or possible disruptions to our business resulting from uncertainties associated with the euro or other currencies; ● Decisions to sell operating assets other than in the ordinary course of business; ● The timing and amounts of insurance recoveries; ● Our ability to renew or refinance credit facilities or other debt instruments in the future ; ● Changes in interest rates; ● Our ability to maintain sufficient liquidity; ● The ultimate outcome of income tax audits, tax settlement initiatives or other tax matters, including future tax reform; ● Our ability to utilize income tax attributes, the benefits of which may or may not have been recognized under the more-likely-than-not recognition criteria; ● Environmental matters (such as those requiring compliance with emission and discharge standards for existing and new facilities, or new developments regarding environmental remediation or decommissioning obligations at sites related to our former operations); ● Government laws and regulations and possible changes therein (such as changes in government regulations which might impose various obligations on former manufacturers of lead pigment and lead-based paint, including NL, with respect to asserted health concerns associated with the use of such products) including new environmental, sustainability, health and safety or other regulations (such as those seeking to limit or classify TiO 2 or its use); ● The ultimate resolution of pending litigation (such as NL’s lead pigment and environmental matters); ● Our ability to comply with covenants contained in our revolving bank credit facilities; ● Our ability to complete and comply with the conditions of our licenses and permits; ● Changes in real estate values and construction costs in Henderson, Nevada; and - 3 - ‌ ​ ● Pending or possible future litigation (such as litigation related to CompX’s use of certain permitted chemicals in its productions process) or other actions.
The factors that could cause actual future results to differ materially from those described herein are the risks and uncertainties discussed in this Annual Report and those described from time to time in our other filings with the SEC and include, but are not limited to, the following: ● Future supply and demand for our products; ● Our ability to realize expected cost savings from strategic and operational initiatives; ● Our ability to integrate acquisitions into Kronos’ operations and realize expected synergies and innovations; ● The extent of the dependence of certain of our businesses on certain market sectors; ● The cyclicality of certain of our businesses (such as Kronos’ titanium dioxide (“TiO 2 ”) operations); ● Customer and producer inventory levels; ● Unexpected or earlier-than-expected industry capacity expansion (such as the TiO 2 industry); ● Changes in raw material and other operating costs (such as ore, zinc, brass, aluminum, steel and energy costs) or the implementation of tariffs on imported raw materials; ● Changes in the availability of raw materials (such as ore); ● General global economic and political conditions that harm the worldwide economy, disrupt our supply chain, increase material and energy costs, reduce demand or perceived demand for TiO 2, component products and land held for development or impair our ability to operate our facilities (including changes in the level of gross domestic product in various regions of the world, tariffs, natural disasters, terrorist acts, global conflicts and public health crises); ● Operating interruptions (including, but not limited to, labor disputes, leaks, natural disasters, fires, explosions, unscheduled or unplanned downtime, transportation interruptions, certain regional and world events or economic conditions and public health crises); ● Technology related disruptions (including, but not limited to, cyber-attacks; software implementation, upgrades or improvements; technology processing failures; or other events) related to our technology infrastructure (including manufacturing and accounting systems) that could impact our ability to continue operations, or at key vendors which could impact our supply chain, or at key customers which could impact their operations and cause them to curtail or pause orders; ● Competitive products and substitute products; ● Competition from Chinese suppliers with less stringent regulatory and environmental compliance requirements; ● Customer and competitor strategies; ● Potential consolidation of our competitors; - 2 - ‌ ​ ● Potential consolidation of our customers; ● Our ability to retain key customers; ● The impact of pricing and production decisions; ● Competitive technology positions; ● Our ability to protect or defend intellectual property rights; ● The introduction of new, or changes in existing, tariffs, trade barriers or trade disputes; ● The ability of our subsidiaries to pay us dividends; ● Uncertainties associated with new product development and the development of new product features; ● Fluctuations in currency exchange rates (such as changes in the exchange rate between the U.S. dollar and each of the euro, the Norwegian krone and the Canadian dollar and between the euro and the Norwegian krone) or possible disruptions to our business resulting from uncertainties associated with the euro or other currencies; ● Decisions to sell operating assets other than in the ordinary course of business; ● The timing and amounts of insurance recoveries; ● Our ability to renew or refinance credit facilities or other debt instruments in the future ; ● Changes in interest rates; ● Our ability to maintain sufficient liquidity; ● The ultimate outcome of income tax audits, tax settlement initiatives or other tax matters, including future tax reform; ● Our ability to utilize income tax attributes, the benefits of which may or may not have been recognized under the more-likely-than-not recognition criteria; ● Environmental matters (such as those requiring compliance with emission and discharge standards for existing and new facilities, or new developments regarding environmental remediation or decommissioning obligations at sites related to our former operations); ● Government laws and regulations and possible changes therein (such as changes in government regulations which might impose various obligations on former manufacturers of lead pigment and lead-based paint, including NL, with respect to asserted health concerns associated with the use of such products) including new environmental, sustainability, health and safety or other regulations (such as those seeking to limit or classify TiO 2 or its use); ● The ultimate resolution of pending litigation (such as NL’s lead pigment and environmental matters); ● Our ability to comply with covenants contained in our revolving bank credit facilities; ● Our ability to complete and comply with the conditions of our licenses and permits; ● Changes in construction costs in Henderson, Nevada; and ● Pending or possible future litigation (such as litigation related to CompX’s use of certain permitted chemicals in its productions process) or other actions.
CompX is also a leading manufacturer of wake enhancement systems, stainless steel exhaust systems, gauges, throttle controls, trim tabs and related hardware and accessories for the recreational marine industry. ​ Real Estate Management and Development Basic Management, Inc. and The LandWell Company We operate in real estate management and development through our majority control of BMI and LandWell.
CompX is also a leading manufacturer of wake enhancement systems, stainless steel exhaust systems, gauges, throttle controls, trim tabs and related hardware and accessories for the recreational marine and other industries. ​ Real Estate Management and Development Basic Management, Inc. and The LandWell Company ​ We operate in real estate management and development through our majority control of BMI and LandWell.
Kronos’ major customers include domestic and international paint, plastics, decorative laminate and paper manufacturers. Kronos ships TiO 2 to its customers in either a dry or slurry form via rail, truck and/or ocean carrier. Sales of Kronos’ core - 5 - ‌ ​ TiO 2 pigments represented approximately 90% of our Chemicals Segment’s net sales in 2024.
Kronos’ major customers include domestic and international paint, plastics, decorative laminate and paper manufacturers. Kronos ships TiO 2 to its customers in either a dry or slurry form via rail, truck and/or ocean carrier. Sales of Kronos’ core TiO 2 pigments represented approximately 90% of our Chemicals Segment’s net sales in 2025.
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.
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 Kronos’ employees.
These environmental laws govern, among other - 11 - ‌ ​ 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 Kronos’ employees.
This focus includes continuously reviewing and optimizing its customer and product portfolios. Kronos also works directly with its customers to monitor the success of its products in their end-use applications, evaluates the need for improvements in its product and process technology and identifies opportunities to develop new product solutions for its customers.
This focus includes continuously reviewing and optimizing its customer and product portfolios. - 9 - ‌ ​ Kronos also works directly with its customers to monitor the performance of its products in their end-use applications, evaluates the need for improvements in its product and process technology and identifies opportunities to develop new product solutions for its customers.
Kronos competes primarily on the basis of price, product quality, technical service 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.
Kronos competes 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.
As one of the few vertically-integrated producers of sulfate process TiO 2 , Kronos operates a rock ilmenite mine in Norway, which provided all of the feedstock for its European sulfate process TiO 2 plants in 2024. Kronos expects ilmenite production from its mine to meet its sulfate process feedstock requirements for the foreseeable future.
As one of the few vertically-integrated producers of sulfate process TiO 2 , Kronos operates a rock ilmenite mine in Norway, which provided all of the feedstock for its sulfate process TiO 2 plants in 2025. Kronos expects ilmenite production from its mine to meet its sulfate process feedstock requirements for the foreseeable future.
Kronos strives to maintain good relationships with all its employees, including the unions and workers’ councils representing those employees. In Europe, Kronos’ 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 Kronos’ worldwide workforce is organized under collective bargaining agreements.
Kronos strives to maintain good relationships with all its employees, including the unions and workers’ councils representing those employees. In Europe, Kronos’ 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 Kronos’ worldwide workforce is organized under collective bargaining agreements.
Kronos expects the raw materials purchased under this contract, and contracts that it may enter into, to meet its sulfate process feedstock requirements over the next several years. Many of Kronos’ raw material contracts contain fixed quantities it is required to purchase, or specify a range of quantities within which it is required to purchase.
Kronos expects the raw materials purchased under these contracts, and other contracts that it may enter into, to meet its sulfate process feedstock requirements over the next several years. Many of Kronos’ raw material contracts contain fixed quantities it is required to purchase, or specify a range of quantities within which it is required to purchase.
See Note 3 to our Consolidated Financial Statements. Operations – Kronos produced 492,000, 401,000 and 535,000 metric tons of TiO 2 in 2022, 2023 and 2024, respectively. Kronos’ production volumes for 2022, 2023 and 2024 through the Acquisition Date include its share of the output produced by its TiO 2 manufacturing joint venture.
See Note 3 to our Consolidated Financial Statements. Operations – Kronos produced 401,000, 535,000 and 480,000 metric tons of TiO 2 in 2023, 2024 and 2025, respectively. Kronos’ production volumes for 2023 and 2024 through the Acquisition Date include its share of the output produced by its TiO 2 manufacturing joint venture.
The table below shows Kronos’ estimated market share for its 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 Kronos is the leading seller of TiO 2 in several countries, including Germany.
The table below shows Kronos’ estimated market share for its 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 Kronos is the leading seller of TiO 2 in several countries, including Germany.
AND THE LANDWELL COMPANY Business overview Our Real Estate Management and Development Segment consists of our majority owned subsidiaries, BMI and LandWell. BMI and LandWell own real property in Henderson, Nevada. LandWell is actively engaged in efforts to develop certain real estate in Henderson, Nevada including approximately 2,100 acres zoned for residential/planned community purposes.
AND THE LANDWELL COMPANY Business overview Our Real Estate Management and Development Segment consists of our majority owned subsidiaries, BMI and LandWell. BMI and LandWell own real property in Henderson, Nevada. LandWell is actively engaged in developing certain real estate in Henderson, Nevada including approximately 2,100 acres zoned for residential/planned community purposes.
Products and end-use markets Including its predecessors, Kronos has produced and marketed TiO 2 in North America and Europe, its primary markets, for over 100 years. We believe Kronos is the largest chloride process TiO 2 producer in Europe with 44% of its 2024 sales volumes attributable to markets in Europe.
Products and end-use markets Including its predecessors, Kronos has produced and marketed TiO 2 in North America and Europe, its primary markets, for over 100 years. We believe Kronos is the largest TiO 2 producer and chloride process TiO 2 producer in Europe with 45% of its 2025 sales volumes attributable to markets in Europe.
Overall, Kronos is one of the top five producers of TiO 2 in the world. Kronos offers its 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, Kronos is one of the top four producers of TiO 2 in the world. Kronos offers its 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.
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.
CompX defines lost time incidents as work-related accidents where a worker sustains an injury that results in time away from work. CompX had three lost time incidents in 2022, one in each of 2023 and 2024. OTHER NL Industries, Inc. – At December 31, 2024, NL owned approximately 87% of CompX and approximately 31% of Kronos.
CompX defines lost time incidents as work-related accidents where a worker sustains an injury that results in time away from work. CompX had one lost time incident in each of 2023 and 2024 and two in 2025. OTHER NL Industries, Inc. – At December 31, 2025, NL owned approximately 87% of CompX and approximately 31% of Kronos.
During 2024, Kronos had an estimated 7% share of worldwide TiO 2 sales volume, and based on sales volume, we believe Kronos is the leading seller of TiO 2 in several countries, including Germany. Kronos’ 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.
During 2025, Kronos had an estimated 7% share of worldwide TiO 2 sales volume, and based on sales volume, we believe Kronos is the leading seller of TiO 2 in several countries, including Germany. Kronos’ principal competitors are The Chemours Company, Tronox Holdings PLC and LB Group Co. Ltd. The top four TiO 2 producers (i.e.
Kronos’ 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 its manufacturing facilities, were $17 million in 2024 and are currently expected to be approximately $24 million in 2025.
Kronos’ 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 its manufacturing facilities, were $26 million in 2025 and are currently expected to be approximately $30 million in 2026.
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.
Kronos purchases feedstock for its 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 In the past Kronos has been, and it expects that it will continue to be, successful in obtaining short-term and long-term extensions to these and other existing supply contracts.
Kronos purchases feedstock for its 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 Kronos has been, and it expects that it will continue to be, successful in obtaining short-term and long-term extensions to these and other existing supply contracts.
Marine Components . CompX’s marine components reporting unit manufactures and distributes wake enhancement systems, stainless steel exhaust components, gauges, throttle controls, trim tabs and related hardware and accessories primarily for ski/wakeboard boats (towboats) and performance boats.
Marine Components . CompX’s marine components reporting unit manufactures and distributes wake enhancement systems, stainless steel exhaust components, gauges, throttle controls, trim tabs and related hardware and accessories primarily for ski/wakeboard boats (towboats) and performance boats. CompX’s marine components reporting unit also manufactures and distributes to the industrial market.
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 – Kronos produces 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 – Kronos produces TiO 2 in a rutile form.
Kronos’ 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). CompX uses lost time incidents as a key measure of worker safety.
Kronos’ 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). CompX uses lost time incidents as a key measure of worker safety.
Our Component Products Segment sells to a diverse customer base with only one customer representing 10% or more of our Component Products Segment’s sales in 2024 (United States Postal Service – 21%). Our Component Products Segment’s largest ten customers accounted for approximately 47% of its sales in 2024. Competition The markets in which CompX participates are highly competitive.
Our Component Products Segment sells to a diverse customer base with only one customer representing 10% or more of its consolidated net sales in 2025 (United States Postal Service – 26%). Our Component Products Segment’s largest ten customers accounted for approximately 52% of its consolidated net sales in 2025. Competition The markets in which CompX participates are highly competitive.
These raw materials are purchased from several suppliers, are readily available from numerous sources and accounted for approximately 13% of our Component Products Segment’s total cost of sales for 2024. Total material costs, including purchased components, represented approximately 46% of our Component Products Segment’s cost of sales in 2024.
These raw materials are purchased from several suppliers, are readily available from numerous sources and accounted for approximately 14% of our Component Products Segment’s total cost of sales for 2025. Total material costs, including purchased components, represented approximately 43% of our Component Products Segment’s cost of sales in 2025.
Since the beginning of 2020, Kronos has added six new grades for pigments and other applications. - 11 - ‌ ​ Patents, trademarks, trade secrets and other intellectual property rights Kronos has a comprehensive intellectual property protection strategy that includes obtaining, maintaining and enforcing its patents, primarily in the United States, Canada and Europe.
Since the beginning of 2020, Kronos has added eight new grades for pigments and other applications. Patents, trademarks, trade secrets and other intellectual property rights Kronos has a comprehensive intellectual property protection strategy that includes obtaining, maintaining and enforcing its patents, primarily in the United States, Canada and Europe. Kronos also registers, maintains and protects its trademark rights.
LPC – Prior to July 16, 2024, Kronos Louisiana, Inc., one of Kronos’ 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 Kronos’ 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. On July 16, 2024, Kronos acquired the 50% interest in LPC held by Venator.
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 Kronos’ production capacity is manufactured using a chloride process which is a continuous process that uses chlorine to extract rutile TiO 2 .
In most cases, commodity raw materials CompX purchases include processing and conversion costs, such as alloying, extrusion and rolling, which remain elevated due to costs of labor, transportation, and energy. Processing and conversion costs are not expected to decrease and may negate the benefit of softening commodity prices on CompX’s purchases.
In most cases, commodity raw materials CompX purchases include processing and conversion costs, such as alloying, extrusion and rolling, which remain elevated due to costs of labor, transportation, and energy. Processing and conversion costs are not expected to decrease.
Subsequent to the Acquisition Date, Kronos’ 2024 production volumes include 100% of the production volumes from the LPC facility. Kronos’ average production capacity utilization rates were approximately 89% in 2022, 72% in 2023 and 96% in 2024.
Subsequent to the Acquisition Date, Kronos’ 2024 and 2025 production volumes include 100% of the production volumes from the Kronos Louisiana facility. Kronos’ average production capacity utilization rates were approximately 72% in 2023, 96% in 2024 and 77% in 2025.
Kronos’ manufacturing facilities are strategically located adjacent to sources of water, which it uses 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.
Kronos also actively manages potential water-related risks, including flooding and water shortages. Kronos’ manufacturing facilities are strategically located adjacent to sources of water, which it uses 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.
Sales and marketing Kronos’ marketing strategy is aimed at developing and maintaining strong relationships with new and existing customers. Because TiO 2 represents a significant input cost for its customers, the purchasing decisions are often made by Kronos’ customers’ senior management. Kronos works to maintain close relationships with the key decision makers through in-depth and frequent contact.
Because TiO 2 represents a significant input cost for its customers, the purchasing decisions are often made by Kronos’ customers’ senior management. Kronos works to maintain close relationships with the key decision makers through in-depth and frequent contact.
The U.S. government and various non-U.S. governmental agencies of countries in which Kronos operates 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 Kronos operates 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”).
Patents generally have a term of 20 years, and CompX’s patents have remaining terms ranging from one year to 16 years at December 31, 2024.
Patents generally have a term of 20 years, and CompX’s patents have remaining terms ranging from less than one year to 15 years at December 31, 2025.
We operate in the component products industry through our majority control of CompX. CompX is a leading manufacturer of security products used in the postal, recreational transportation, office and institutional furniture, cabinetry, tool storage, healthcare applications and a variety of other industries.
CompX is a leading manufacturer of security products used in the postal, recreational transportation, office and institutional furniture, cabinetry, tool storage, healthcare applications and a variety of other industries.
The following table presents the division of Kronos’ 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.
The following table presents the division of Kronos’ 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 TiO2 production, chloride process, slurry facility 24 — ​ Total ​ ​ 83 % 17 % (1) The Leverkusen facility is located within a more extensive manufacturing complex.
Kronos and its four principal competitors) account for approximately 51% of the world’s production capacity.
Kronos and its three principal competitors) account for approximately 42% of the world’s production capacity.
In addition, BMI, prior to BWC’s bankruptcy filing and deconsolidation on September 10, 2022, delivered water to the City of Henderson and various other users through a water delivery system owned and operated by BWC, and prior to the sale of BPC on December 1, 2023, provided certain utility services to an industrial park located in Henderson, Nevada.
In addition, prior to 2023, BMI delivered water to the City of Henderson and various other users through a water delivery system owned and operated by BWC, and prior to the sale of BPC on December 1, 2023, provided certain utility services to an industrial park located in Henderson, Nevada. Substantially all BWC’s assets were sold in November 2023.
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 Kronos’ 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 Kronos’ principal North American competitor.
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.
Chlorine is available from a number of suppliers, while petroleum coke is available from a limited number of suppliers. 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.
These individuals have the responsibility for improving Kronos’ chloride and sulfate production processes, improving product quality and strengthening its competitive position by developing new products and applications. Kronos’ expenditures for these activities were approximately $15 million in 2022, $18 million in 2023 and $14 million in 2024. Kronos expects to spend approximately $15 million on research and development in 2025.
These individuals have the responsibility for improving Kronos’ chloride and sulfate production processes, reducing production costs, improving product quality and strengthening its competitive position by developing new products and applications. Kronos’ expenditures for these activities were approximately $18 million in 2023, $14 million in 2024 and $16 million in 2025.
During 2024 we had sales to three customers that exceeded 10% of our Real Estate Management and Development Segment’s net sales (Lennar Homes – 23%, Richmond American Homes – 16% and American Homes for Rent – 14%) related to land sales. Competition There are multiple new construction residential communities in the greater Las Vegas, Nevada area.
During 2025 we had recognized revenue on land sales to three customers that exceeded 10% of our Real Estate Management and Development Segment’s net sales (DR Horton – 34%, Richmond American Homes – 12% and Lennar Homes – 12%) related to land sales. Competition There are multiple new construction residential communities in the greater Las Vegas, Nevada area.
Kronos continually seeks to improve the quality of its grades and has been successful at developing new grades for existing and new applications to meet the needs of its customers and increase product life cycles.
Kronos expects to spend approximately $13 million on research and development in 2026. Kronos continually seeks to improve the quality of its grades and has been successful at developing new grades for existing and new applications to meet the needs of its customers and increase product life cycles.
In addition, in 2024 Kronos closed its 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.
Sales LandWell began marketing land for sale in the residential/planned community in December 2013 and at December 31, 2024 approximately 20 saleable acres remain. In addition, LandWell has been actively marketing and selling land zoned for commercial and light industrial use and at December 31, 2024 approximately 15 saleable acres remain.
In addition, LandWell has been actively marketing and selling land zoned for commercial and light industrial use and, at December 31, 2025, approximately 8 saleable acres remain adjacent to the residential/planned community.
The following tables show Kronos’ approximate TiO 2 sales volume by geographic region and end-use for the year ended December 31, 2024: ​ ​ ​ ​ Sales volume percentages by geographic region ​ Sales volume percentages 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 Kronos’ products include the following: TiO 2 for coatings – Kronos’ 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.
Kronos and its agents and distributors primarily sell its products in three major end-use markets: coatings, plastics and paper as well as into the market for white packaging inks. - 5 - ‌ ​ The following tables show Kronos’ approximate TiO 2 sales volume by geographic region and end-use for the year ended December 31, 2025: ​ ​ ​ Sales volume percentages by geographic region ​ Sales volume percentages 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 Kronos’ products include the following: TiO 2 for coatings – Kronos’ 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 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 the sulfate process, although the chloride process requires a higher-skilled labor force and uninterrupted power.
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.
Kronos voluntarily developed these internal metrics and benchmarks, which Kronos uses to identify progress and opportunities for improvement. These metrics are not intended to be directly comparable to similar metrics utilized by other companies to track ESG performance, as the standards, methodologies and assumptions used to determine these metrics vary by company and jurisdiction.
These metrics are not intended to be directly comparable to similar metrics utilized by other companies to track ESG performance, as the standards, methodologies and assumptions used to determine these metrics vary by company and jurisdiction.
When possible, CompX seeks to mitigate the impact of fluctuations in these raw material costs on its margins through improvements in production efficiencies or other operating cost reductions.
When purchased on the spot market, each of these raw materials may be subject to sudden and unanticipated price increases. When possible, CompX seeks to mitigate the impact of fluctuations in these raw material costs on its margins through improvements in production efficiencies or other operating cost reductions.
Kronos, along with its distributors - 4 - ‌ ​ and agents, sells and provides technical services for its products to approximately 3,000 customers in 100 countries with the majority of sales in Europe, North America and the Asia Pacific region.
Kronos, along with its distributors and agents, sells and provides technical services for its products to approximately 3,000 customers in 100 countries with the majority of sales in Europe, North America and the Asia Pacific region. We believe Kronos has developed considerable expertise and efficiency in the manufacture, sale, shipment and service of its products in domestic and international markets.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe occurrence of any of these factors could result in reduced earnings or operating losses. ● Competitors may be able to drive down prices for our Component Products Segment’s products beyond its ability to adjust costs because their costs are lower than our Component Products Segment’s, especially products sourced from Asia. ● Competitors’ financial, technological and other resources may be greater than our Component Products Segment’s resources, which may enable them to more effectively withstand changes in market conditions. ● Competitors may be able to respond more quickly than our Component Products Segment can to new or emerging technologies and changes in customer requirements. ● Consolidation of our Component Products Segment’s competitors or its customers in any of the markets in which it competes may result in reduced demand for its products. ● A reduction of our Component Products Segment’s market share with one or more of its key customers, or a reduction in one or more of its key customers’ market share for their end-use products, may reduce demand for its products. ● New competitors could emerge by modifying their existing production facilities to manufacture products that compete with our Component Products Segment’s products. ● Our Component Products Segment may not be able to sustain a cost structure that enables it to be competitive. ● Customers may no longer value our Component Products Segment’s product design, quality or durability over the lower cost products of its competitors. - 22 - ‌ ​ Our development of innovative features for current products is critical to sustaining and growing our Component Product Segment’s sales.
Biggest changeThe occurrence of any of these factors could result in reduced earnings or operating losses. ● Competitors may be able to drive down prices for our Component Products Segment’s products beyond its ability to adjust costs because their costs are lower than our Component Products Segment’s, especially products sourced from Asia. ● Competitors’ financial, technological and other resources may be greater than our Component Products Segment’s resources, which may enable them to more effectively withstand changes in market conditions. ● Competitors may be able to respond more quickly than our Component Products Segment can to new or emerging technologies and changes in customer requirements. ● Consolidation of our Component Products Segment’s competitors or its customers in any of the markets in which it competes may result in reduced demand for its products. ● New competitors could emerge by modifying their existing production facilities to manufacture products that compete with our Component Products Segment’s products. ● Our Component Products Segment may not be able to sustain a cost structure that enables it to be competitive. ● Customers may no longer value our Component Products Segment’s product design, quality or durability over the lower cost products of its competitors.
Our Chemicals Segment’s ability to further increase capacity without additional investment in greenfield - 21 - ‌ ​ or brownfield capacity may be limited and as a result, our Chemicals Segment’s profitability may become even more dependent upon the selling prices of its products. ​ The TiO 2 industry is concentrated and highly competitive and our Chemical Segment faces price pressures in the markets in which it operates, which may result in reduced earnings or operating losses.
Our Chemicals Segment’s ability to further increase capacity without additional investment in greenfield or brownfield capacity may be limited and as a result, our Chemicals Segment’s profitability may become even more dependent upon the selling prices of its products. ​ The TiO 2 industry is concentrated and highly competitive and our Chemical Segment faces price pressures in the markets in which it operates, which may result in reduced earnings or operating losses.
Tariffs could make its products more expensive which would reduce demand or require our Chemicals Segment to absorb the increased costs reducing its 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 our Chemicals Segment operates; ● 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 Chemicals Segment’s effective tax rate may fluctuate based on the variability of geographic earnings and statutory rates.
Tariffs could make its products more expensive which would reduce demand or require our Chemicals Segment to absorb the increased costs reducing its 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 our Chemicals Segment operates; ● 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 Chemicals Segment’s effective tax rate may fluctuate based on the variability of geographic earnings and statutory rates.
If actual costs were significantly above our estimates, revenue, profits and liquidity in our Real Estate Management and Development Segment may be significantly and negatively affected. ​ Financial Risk Factors Our assets consist primarily of investments in our operating subsidiaries, and we are dependent upon distributions from our subsidiaries to service our liabilities.
If actual costs were significantly above our estimates, revenue, profits and liquidity in our Real Estate Management and Development Segment may be significantly and negatively affected. ​ - 23 - ‌ ​ Financial Risk Factors Our assets consist primarily of investments in our operating subsidiaries, and we are dependent upon distributions from our subsidiaries to service our liabilities.
If our subsidiaries were to become unable to make sufficient - 24 - ‌ ​ cash dividends or other distributions to us, our ability to service our liabilities and to pay dividends on our common stock could be adversely affected. In addition, a significant portion of our assets consist of ownership interests in our subsidiaries.
If our subsidiaries were to become unable to make sufficient cash dividends or other distributions to us, our ability to service our liabilities and to pay dividends on our common stock could be adversely affected. In addition, a significant portion of our assets consist of ownership interests in our subsidiaries.
These measures may also increase our Chemicals Segment’s costs of Canadian - 28 - ‌ ​ feedstock imported into the U.S. and could adversely impact its gross margins or require our Chemicals Segment to raise prices thereby making its products less competitive.
These measures may also increase our Chemicals Segment’s costs of Canadian feedstock imported into the U.S. and could adversely impact its gross margins or require our Chemicals Segment to raise prices thereby making its products less competitive.
The introduction of new product features requires the coordination of the design, manufacturing and marketing of the new product features with current and potential customers. The ability to coordinate these activities with current and potential customers may be affected by factors beyond our Component Products Segment’s control.
The introduction of new product features requires the coordination of the design, manufacturing and marketing of the new product features with current and potential customers. The ability - 21 - ‌ ​ to coordinate these activities with current and potential customers may be affected by factors beyond our Component Products Segment’s control.
If such increased costs of production were to materialize, we may - 27 - ‌ ​ be unable to pass price increases on to our customers to compensate for increased production costs, which may decrease our liquidity, operating income and results of operations.
If such increased costs of production were to materialize, we may be unable to pass price increases on to our customers to compensate for increased production costs, which may decrease our liquidity, operating income and results of operations.
Our Chemicals Segment experienced increases in feedstock costs in 2023 and 2024, for example, which affected its margins. Our Chemicals Segment has also experienced higher operating costs such as energy costs.
For example, our Chemicals Segment experienced increases in feedstock costs in 2023 and 2024, which negatively affected its margins. Our Chemicals Segment has also experienced higher operating costs such as energy costs.
In 2024, approximately 90% of our Chemicals Segment’s sales were attributable to sales of TiO 2 . TiO 2 is used in many “quality of life” products for which demand historically has been linked to global, regional, and local gross domestic product and discretionary spending, which can be negatively impacted by regional and world events or economic conditions.
In 2025, approximately 90% of our Chemicals Segment’s sales were attributable to sales of TiO 2 . TiO 2 is used in many “quality of life” products for which demand historically has been linked to global, regional, and local gross domestic product and discretionary spending, which can be negatively impacted by regional and world events or economic conditions.
Our Chemicals Segment has significant international operations which, along with its 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 it manufactures a significant portion of the TiO 2 it sells in North America.
Our Chemicals Segment has significant international operations which, along with its 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 it manufactures a significant portion of the TiO 2 it sells in North America.
Our Chemicals Segment faces significant competition from international and regional competitors, including TiO 2 producers in China, who have significant sulfate production process capacity.
Our Chemicals Segment faces significant competition from international and regional competitors, including increasing competition from TiO 2 producers in China, who have - 20 - ‌ ​ significant sulfate production process capacity.
General Risk Factors Operating as a global business presents risks associated with global and regional economic, political and regulatory environments. Our Chemicals Segment manufactures and distributes its products globally. Our Chemicals Segment’s revenue from non-U.S. markets accounted for approximately 68%, 66%, and 66% of its 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. Our Chemicals Segment manufactures and distributes its products globally. Our Chemicals Segment’s revenue from non-U.S. markets accounted for approximately 66%, 66% and 64% of its revenue for the years ended December 31, 2023, 2024 and 2025, respectively.
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 our Chemicals Segment serves.
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 our Chemicals Segment serves.
The global market in which our Chemicals Segment operates 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 our Chemicals Segment operates 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.
As our Chemicals Segment currently manufactures a significant portion of its North American TiO 2 in Canada, if sustained for an extended period of time, the 25% tariff on our Chemicals Segment’s imports into the U.S. from Canada, without exclusion, will make its products manufactured in Canada and sold into the U.S. more expensive.
As our Chemicals Segment currently manufactures a significant portion of its North American TiO 2 in Canada, if sustained for an extended period of time, a tariff on our Chemicals Segment’s imports into the U.S. from Canada would make its products manufactured in Canada and sold into the U.S. more expensive.
With or without such difficulties, the integration of the LPC facility into Kronos’ operations may divert significant management time and attention from its other operations.
With or without such difficulties, the integration of the Kronos Louisiana facility into Kronos’ operations may divert significant management time and attention from its other operations.
If Kronos fails to successfully integrate LPC into its 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 Kronos fails to successfully integrate the Kronos Louisiana facility into its operations, if the acquisition does not provide expected synergies or sales increases, or if Kronos Louisiana has unexpected legal, regulatory, or financial liabilities, Kronos’ business, financial condition, results of operations and prospects could be adversely affected.
A substantial portion of the revenues and assets associated with our Real Estate Management and Development Segment relates to certain land under development in Henderson, Nevada, including approximately 2,100 acres zoned for residential/planned community purposes. A substantial majority of the land in the residential/planned community was sold prior to 2024.
A substantial portion of the revenues and assets associated with our Real Estate Management and Development Segment relates to certain land under development in Henderson, Nevada, including approximately 2,100 acres zoned for residential/planned community purposes. All of the remaining land in the residential/planned community was sold in 2025.
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. Our Chemicals Segment is 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 $794 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 $213 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 - 26 - ‌ ​ 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.
We have a significant amount of debt, primarily related to Kronos’ 9.50% Senior Secured Notes due 2029, Kronos’ 3.75% Senior Secured Notes due 2025, Kronos’ term loan from Contran, Kronos’ borrowings on its global revolving credit facility (the “Global Revolver”), our loan from Contran Corporation and the LandWell bank note.
We have a significant amount of debt, primarily related to Kronos’ 9.50% Senior Secured Notes due 2029, Kronos’ term loan from Contran, Kronos’ borrowings on its global revolving credit facility (the “Global Revolver”), our loan from Contran Corporation and the LandWell bank note. As of December 31, 2025, our total consolidated debt was approximately $592 million.
We generally recognize revenue from these land sales over time using cost-based inputs because we receive substantially all cash payment at the time of sale but significant development obligations still exist. We currently estimate development obligations are approximately $78 million and will take approximately two to three years to complete.
We generally recognize revenue from these land sales over time using cost-based inputs because we receive substantially all cash payment at the time of sale but significant development obligations still exist for post-closing obligation activities and several community-wide large projects. We currently estimate development obligations are approximately $54 million and will take approximately one to two years to complete.
If Kronos experiences unforeseen technological, operational or other difficulties in managing the integration of LPC as its wholly-owned subsidiary, Kronos may not be able to implement the process innovations at the facility that it expects. In addition, Kronos may not be able to achieve the synergies or improve efficiency and product quality that it expects.
If Kronos experiences unforeseen technological, operational or other difficulties in integrating the Kronos Louisiana facility into its operations, Kronos may not be able to implement the process innovations at the facility that it expects. In addition, Kronos may not be able to achieve the anticipated synergies or improvements in efficiency and product quality that it expects.
In addition, some of our Chemicals Segment’s competitors’ financial, technological and other resources may be greater than its resources and such competitors may be better able to withstand changes in market conditions. Our Chemicals Segment’s competitors may be able to respond more quickly than it can to new or emerging technologies and changes in customer requirements.
In addition, some of our Chemicals Segment’s competitors’ financial, technological and other resources may be greater than its resources and such competitors may be better able to withstand extended periods of reduced demand or other changes in market conditions.
Certain components used in our Component Products Segment’s products are manufactured by foreign suppliers located in China and elsewhere. Global economic and political conditions, including natural disasters, terrorist acts, transportation disruptions, global conflict and public health crises such as pandemics, could prevent our Component Products Segment’s vendors from being able to supply these components.
Global economic and political conditions, including natural disasters, terrorist acts, transportation disruptions, global conflicts or trade wars and public health crises such as pandemics, could prevent our Component Products Segment’s vendors from being able to supply these components.
In the event that any such third-party prevails against us on such claims, there could be an adverse effect on our financial condition and results of operations.
Similarly, third parties may assert claims against us and our customers and distributors alleging our products infringe upon third-party intellectual property rights. In the event that any such third-party prevails against us on such claims, there could be an adverse effect on our financial condition and results of operations.
Although we own and have applied for numerous patents and trademarks throughout the world, we may have to engage in judicial enforcement in order to protect our patent rights and other proprietary rights. - 26 - ‌ ​ Our patents and other intellectual property rights may be challenged, invalidated, circumvented, rendered unenforceable or otherwise compromised.
However, we may be unable to obtain protection for our intellectual property in key jurisdictions. Although we own and have applied for numerous patents and trademarks throughout the world, we may have to engage in judicial enforcement in order to protect our patent rights and other proprietary rights.
The majority (but not all) of our sales from our Chemicals Segment’s operations outside the United States are denominated in - 25 - ‌ ​ currencies other than the United States dollar, primarily the euro, other major European currencies and the Canadian dollar.
For example, during 2024 and 2025 approximately 44% and 45% of our Chemicals Segment’s sales volumes, respectively, were sold into European markets. The majority (but not all) of our sales from our Chemicals Segment’s operations outside the United States are denominated in currencies other than the United States dollar, primarily the euro, other major European currencies and the Canadian dollar.
Our Component Products Segment focuses its efforts on the middle and high-end segment of the market where it feels that it can compete due to the importance of product design, quality and durability to the customer. However, our Component Products Segment’s ability to effectively compete is impacted by a number of factors.
Many of the markets our Component Products Segment serves are highly competitive, with a number of competitors offering similar products. Our Component Products Segment focuses its efforts on the middle and high-end segment of the market where it feels that it can compete due to the importance of product design, quality and durability to the customer.
In addition, our ability to borrow funds under certain of our revolving credit facilities in the future, in some instances, will depend in part on these subsidiaries’ ability to maintain specified financial ratios and satisfy certain financial covenants contained in the applicable credit agreement.
In addition, our ability to borrow funds under certain of our revolving credit facilities in the future, in some instances, will depend in part on these subsidiaries’ ability to maintain specified financial ratios and satisfy certain financial covenants contained in the applicable credit agreement. - 24 - ‌ ​ Our businesses may not generate cash flows from operating activities sufficient to enable us to pay our debts when they become due and to fund our other liquidity needs.
We may not be able to refinance any of our debt in a timely manner on favorable terms, if at all, in the current credit markets. Any inability to generate sufficient cash flows or to refinance our debt on favorable terms could have a material adverse effect on our financial condition.
As a result, we may need to refinance all or a portion of our debt before maturity, as we have done in the past. We may not be able to refinance any of our debt in a timely manner on favorable terms, if at all, in the current credit markets.
Many of the markets in which our Component Products Segment operates are mature and highly competitive resulting in pricing pressure and the need to continuously reduce costs. Many of the markets our Component Products Segment serves are highly competitive, with a number of competitors offering similar products.
The occurrence of any of these events could result in reduced earnings or operating losses. Many of the markets in which our Component Products Segment operates are mature and highly competitive resulting in pricing pressure and the need to continuously reduce costs.
Our Component Products Segment occasionally enters into short-term raw material supply arrangements to mitigate the impact of future increases in commodity-related - 23 - ‌ ​ raw material costs and ensure supply. Materials purchased outside of these arrangements are sometimes subject to unanticipated and sudden price increases.
Stainless steel and aluminum are the major raw materials used in the manufacture of marine components. These raw materials are purchased from several suppliers and are generally readily available from numerous sources. Our Component Products Segment occasionally enters into short-term raw material supply arrangements to mitigate the impact of future increases in commodity-related raw material costs and ensure supply.
Historically, our Component Products Segment’s ability to provide value-added custom engineered products that address requirements of technology and space utilization has been a key element of its success. Our Component Products Segment spends a significant amount of time and effort to refine, improve and adapt its existing products for new customers and applications.
Our development of innovative features for current products is critical to sustaining and growing our Component Product Segment’s sales. Historically, our Component Products Segment’s ability to provide value-added custom engineered products that address requirements of technology and space utilization has been a key element of its success.
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.
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. - 25 - ‌ ​ If some or all of our intellectual property were to be declared invalid, held to be unenforceable or copied by competitors or some or all of our confidential information become known to competitors, or if our competitors were to develop similar or superior intellectual property or technology, our ability to compete could be adversely impacted.
Should our Component Products Segment’s vendors not be able to meet their supply obligations or should it be otherwise unable to obtain necessary raw materials or components, it may incur higher supply costs or may be required to reduce production levels, either of which may decrease our liquidity or negatively impact our financial condition or results of operations as our Component Products Segment may be unable to offset the higher costs with increases in its selling prices or reductions in other operating costs.
Should our Component Products Segment’s vendors not be able to meet their supply obligations or should it be otherwise unable to obtain necessary raw materials or components, it may incur higher supply costs or may be required to reduce or suspend production.
Further, consolidation of our Chemicals Segment’s competitors or customers may result in reduced demand for its products or make it more difficult for it to compete with its competitors. The occurrence of any of these events could result in reduced earnings or operating losses.
Our Chemicals Segment’s competitors may be able to respond more quickly than it can to new or emerging technologies and changes in customer requirements. Further, consolidation of our Chemicals Segment’s competitors or customers may result in reduced demand for its products or make it more difficult for it to compete with its competitors.
These agreements require it to purchase certain minimum quantities or services with minimum purchase commitments aggregating approximately $67 million at December 31, 2024. Our Chemicals Segment’s commitments under these contracts could adversely affect our financial results if it significantly reduces its production and is unable to modify the contractual commitments.
In addition, our Chemicals Segment has other long-term supply and service contracts that provide for various raw materials and services which may require it to purchase certain minimum quantities. Our Chemicals Segment’s obligations under these contracts could adversely affect our financial results if it significantly reduces its production and is unable to modify the contractual commitments.
A failure to protect, defend or enforce our intellectual property could have an adverse effect on our financial condition and results of operations. Similarly, third parties may assert claims against us and our customers and distributors alleging our products infringe upon third-party intellectual property rights.
Our patents and other intellectual property rights may be challenged, invalidated, circumvented, rendered unenforceable or otherwise compromised. A failure to protect, defend or enforce our intellectual property could have an adverse effect on our financial condition and results of operations.
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.
Kronos’ recent acquisition of the remaining 50% interest in LPC may not generate benefits we anticipate and may otherwise affect our business and prospects. Kronos recently completed the LPC acquisition in which it purchased the 50% ownership interest in LPC it did not previously own.
In July 2024 Kronos completed the LPC acquisition in which it purchased the 50% ownership interest in LPC it did not previously own, and Kronos subsequently merged LPC into Kronos’ wholly-owned subsidiary, Kronos Louisiana.
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 2023 and 2024 approximately 44% of our Chemicals Segment’s sales volumes were sold into European markets.
Any inability to generate sufficient cash flows or to refinance our debt on favorable terms could have a material adverse effect on our financial condition. 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.
Removed
Our Chemicals Segment’s current agreements require it to purchase certain minimum quantities of feedstock with minimum purchase commitments aggregating approximately $542 million beginning in 2025 and extending through 2026. In addition, our Chemicals Segment has 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
Stainless steel and aluminum are the major raw materials used in the manufacture of marine components. These raw materials are purchased from several suppliers and are generally readily available from numerous sources.
Added
However, our Component Products Segment’s ability to effectively compete is impacted by a number of factors.
Removed
As of December 31, 2024, our total consolidated debt was approximately $563 million.
Added
Our Component Products Segment spends a significant amount of time and effort to refine, improve and adapt its existing products for new customers and applications.
Removed
Our businesses may not generate cash flows from operating activities sufficient to enable us to pay our debts when they become due and to fund our other liquidity needs. As a result, we may need to refinance all or a portion of our debt before maturity, as we have done in the past.
Added
Our Chemicals Segment’s feedstock agreements have minimum purchase requirements, targeted purchases, or require it to purchase certain minimum percentage-based quantities of feedstock based upon its annual purchasing requirements. We estimate aggregate purchases under these feedstock agreements will be between approximately $375 million and $450 million in 2026.
Removed
If some or all of our intellectual property were to be declared invalid, held to be unenforceable or copied by competitors or some or all of our confidential information become known to competitors, or if our competitors were to develop similar or superior intellectual property or technology, our ability to compete could be adversely impacted.
Added
Materials purchased outside of these arrangements are sometimes subject to unanticipated and sudden price increases. Certain components used in our Component Products Segment’s products are manufactured by foreign suppliers located in China and elsewhere.
Removed
However, we may be unable to obtain protection for our intellectual property in key jurisdictions.
Added
In addition, the imposition of new tariffs or increases in existing tariffs by the U.S. government on imports from China, Mexico or other countries from which our Component Products Segment imports raw materials and other components could increase its supply costs.
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
Increases in our Component Products Segment’s supply costs may decrease its liquidity or negatively impact its financial condition or results of operations as our Component Products Segment may be unable to offset the higher costs with increases in its selling prices or reductions in other operating costs. - 22 - ‌ ​ Dependence on our Component Product Segment’s significant customers could adversely affect their business and results of operations.
Added
For the year ended December 31, 2025, our Component Products Segment’s largest ten customers accounted for approximately 52% of its consolidated net sales, with a single customer accounting for 26% of its consolidated net sales.
Added
Because our Component Products Segment’s customers’ purchases are made through purchase orders rather than long-term contracts or minimum purchase commitments, order levels can fluctuate significantly from period to period based on customer needs. In addition, significant customers may negotiate more favorable pricing or terms, which may pressure our Component Products Segment’s operating margins.
Added
If any of our Component Products Segment’s significant customers reduces their purchases, loses market share for its end-use products, experiences financial difficulty, changes suppliers, or otherwise alters its relationship with our Component Products Segment, demand for its products could decline.
Added
Any such reduction in sales could potentially have a material adverse effect on our Component Products Segment’s revenues and results of operations. Kronos’ acquisition of the remaining 50% interest in LPC may not generate benefits we anticipate and may otherwise affect our business and prospects.
Added
Tariff mitigation strategies, such as those our Chemicals Segment undertook in the first quarter of 2025 which included building and positioning inventory from its 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 - 27 - ‌ ​ these tariffs.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe, Kronos and CompX 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.
Biggest changeWhile we have not experienced any major breaches, we actively monitor and mitigate cyber threats, including phishing attempts, malware and targeted attacks. To date all such incidents have been minor, isolated and promptly contained.
Our corporate cybersecurity program is led by our chief information officer (“CIO”), who is responsible for developing and executing our overall information security - 29 - ‌ ​ strategy, policy, security engineering, operations and cyber threat detection and response. Our corporate information systems are owned and operated by Contran and provided to us through the ISA.
Our corporate 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 corporate information systems are owned and operated by Contran and provided to us through the ISA.
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. The operational component focuses on continuous detection, prevention, measurement, analysis, and response to cybersecurity alerts and incidents and on emerging 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 programs are built on both operational and compliance foundations. The operational component focuses on continuous monitoring, detection, prevention, measurement, analysis, and response to cybersecurity threats and incidents, including emerging risks.
Both our CIO and the CompX director of IT have extensive information technology and program management experience and lead teams that have many years of experience with each organization. Cybersecurity risks at each company are also reviewed and tested annually through third-party assessments and internal and external information technology audits.
Both our CIO and the CompX director of IT have extensive information technology and program management experience and lead teams with significant tenure and familiarity with each organization. Cybersecurity risks at each company are also reviewed and tested annually through third-party assessments and internal and external information technology audits.
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. Our cybersecurity program is fully integrated into our enterprise-wide risk management framework. Kronos and CompX each have their own cybersecurity programs.
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. - 28 - ‌ ​ Kronos and CompX each have their own cybersecurity programs.
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.
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, our CIDAC and the board, as appropriate.
Thus far all such incidents have been minor, isolated and promptly contained. For more information about the cybersecurity risks we face, see the risk factor entitled “Technology failures or cybersecurity breaches could have a material adverse effect on our operations.” in Item 1A- “Risk Factors.”
For more information about the cybersecurity risks we face, see the risk factor entitled “Technology failures or cybersecurity breaches could have a material adverse effect on our operations.” in Item 1A- “Risk Factors.” - 29 - ‌ ​
The IT teams are 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.
Information security events and incidents are evaluated, ranked by severity and prioritized for response and remediation. The IT teams are 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.
Third parties also play a role in our cybersecurity. We, Kronos and CompX 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, Kronos and CompX 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, such as through penetration testing and security audits; these evaluations include testing both the design and operational effectiveness of our security controls.
Our full board retains oversight of cybersecurity because of its importance to us and visibility with our customers.
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.
Our, Kronos’ and CompX’s information technology teams review cybersecurity risks at least annually, integrating findings into strategic risk assessments. We, Kronos and CompX 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.
We, Kronos and CompX 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.
All employees are required to complete cybersecurity training at least once 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, Kronos and CompX each have a Cybersecurity Incident Disclosure and Controls Committee (“CIDAC”) which is central to the response and evaluation of cybersecurity incidents.
All company employees are required to complete cybersecurity training at least once 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.
Our CIDAC is comprised of our CIO and other senior executives including our chief executive officer, chief financial officer and general counsel. Security events and data incidents are evaluated, ranked by severity and prioritized for response and remediation.
We, Kronos and CompX each have a Cybersecurity Incident Disclosure and Controls Committee (“CIDAC”) which is central to the response and evaluation of cybersecurity incidents. Our CIDAC is comprised of our CIO and other senior executives including our chief executive officer, chief financial officer and general counsel.
Added
Our, Kronos’ and CompX’s information technology teams review cybersecurity risks at least annually, integrating findings into strategic risk assessments and applicable corrective action plans.
Added
We also conduct post-incident reviews to identify lessons learned and implement continuous improvements. We, Kronos and CompX face multiple cybersecurity risks. To date, such risks have not materially affected us, including our business strategy, results of operations or financial condition.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES We along with our subsidiaries, Kronos, CompX and NL lease office space through Contran for our principal executive offices in Dallas, Texas. Our BMI and LandWell subsidiaries’ principal offices are in an owned building in - 30 - ‌ ​ Henderson, Nevada.
Biggest changeITEM 2. PROPERTIES We along with our subsidiaries, Kronos, CompX and NL lease office space through Contran for our principal executive offices in Dallas, Texas. Our BMI and LandWell subsidiaries’ principal offices are in an owned building in Henderson, Nevada.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest change(United States District Court for the District of New Jersey, Civil Action No. 3:13-cv-03493-MAS-TJB) against the current owner, Old Bridge Township, several federal and state entities and a number of private companies. - 33 - ‌ ​ On February 10, 2025, the United States District Court for the District of New Jersey entered an order approving a consent decree relating to the RBS Site in Middlesex County, New Jersey.
Biggest changeIn June 2013, NL filed a contribution suit under CERCLA and the New Jersey Spill Act titled NL Industries, Inc. v. Old Bridge Township, et al . (United States District Court for the District of New Jersey, Civil Action No. 3:13-cv-03493-MAS-TJB) against the current owner, Old Bridge Township, several federal and state entities and a number of private companies.
NL has denied liability and will defend vigorously against all claims. Other Litigation NL – NL has been named as a defendant in various lawsuits in several jurisdictions, alleging personal injuries as a result of occupational exposure primarily to products manufactured by our former operations containing asbestos, silica and/or mixed dust.
NL has denied liability and will continue to defend vigorously against all claims. Other Litigation NL – NL has been named as a defendant in various lawsuits in several jurisdictions, alleging personal injuries as a result of occupational exposure primarily to products manufactured by our former operations containing asbestos, silica and/or mixed dust.
In addition, from time to time, NL has received notices regarding asbestos or silica claims purporting to be brought against former subsidiaries, including notices provided - 35 - ‌ ​ to insurers with which it has entered into settlements extinguishing certain insurance policies. These insurers may seek indemnification from NL.
In addition, from time to time, NL has received notices regarding asbestos or silica claims purporting to be brought against former subsidiaries, including notices provided to insurers with which it has entered into settlements extinguishing certain insurance policies. These insurers may seek indemnification from NL.
Actual costs could exceed accrued amounts or the upper end of the range for sites for which estimates have been - 32 - ‌ ​ made, and costs may be incurred for sites where no estimates presently can be made. Further, additional environmental and related matters may arise in the future.
Actual costs could exceed accrued amounts or the upper end of the range for sites for which estimates have been made, and costs may be incurred for sites where no estimates presently can be made. Further, additional environmental and related matters may arise in the future.
(United States District Court for the Eastern District of New York, Case No. 1:24-cv-06993). This complaint asserts claims under CERCLA and New York law against NL and a number of other private parties, federal and state agencies, and agencies of - 34 - ‌ ​ the City of New York.
(United States District Court for the Eastern District of New York, Case No. 1:24-cv-06993). This complaint asserts claims under CERCLA and New York law against NL and a number of other private parties, federal and state agencies, and agencies of the City of New York.
The issue of whether insurance coverage for defense costs or indemnity or both will be found to exist for NL’s lead pigment and asbestos litigation depends upon a variety of factors and we cannot assure you that such insurance coverage will be available.
The issue of whether insurance coverage for defense costs or indemnity or both will be found to exist for NL’s - 34 - ‌ ​ lead pigment and asbestos litigation depends upon a variety of factors and we cannot assure you that such insurance coverage will be available.
The plaintiffs instead assert claims under common law theories of negligence, nuisance, trespass, failure to warn, and unfair trade practices. CompX intends to deny liability and will defend vigorously against all claims. - 36 - ‌ ​
The plaintiffs instead assert claims under common law theories of negligence, nuisance, trespass, failure to warn, and unfair trade practices. CompX intends to deny liability and will defend vigorously against all claims.
The consent decree is a global settlement of all such claims relating to the RBS Site and resolves a lawsuit captioned United States of America, et al. v. NL Industries, Inc., et al.
The consent decree is a global settlement of all such claims - 32 - ‌ ​ relating to the RBS Site and resolves a lawsuit captioned United States of America, et al. v. NL Industries, Inc., et al.
We recognized aggregate income of approximately $31.4 million in 2024 related to the adjustment of NL’s environmental accrual related to this matter and the recording of a $9.6 million receivable for the funds received in the first quarter of 2025 from the other private companies participating in the settlement.
We recognized aggregate income of approximately $31.4 million in 2024 related to the adjustment of NL’s environmental accrual related to this matter and the recording of a $9.6 million receivable for the funds which NL received in the first quarter of 2025 from the other private companies participating in the settlement.
Under the terms of the global settlement agreement, each defendant must pay an aggregate $101.7 million to the plaintiffs as follows: $25.0 million within sixty days of the court’s approval of the settlement and dismissal of the case, and the remaining $76.7 million in six annual installments beginning on the first anniversary of the initial payment ($12.0 million for the first five installments and $16.7 million for the sixth installment).
Under the terms of the global settlement agreement, each defendant paid an aggregate $101.7 million to the plaintiffs as follows: $25.0 million within sixty days of the court’s approval of the settlement and dismissal of the case, and the remaining $76.7 million in six annual installments beginning on the first anniversary of the initial payment ($12.0 million for the first five installments and $16.7 million for the sixth installment).
NL believes that it is not reasonably possible to estimate the range of costs for certain sites. At December 31, 2024, there were approximately five sites for which NL is not currently able to reasonably estimate a range of costs.
NL believes that it is not reasonably possible to estimate the range of costs for certain sites. At December 31, 2025, there were approximately five sites for which NL is not currently able to reasonably estimate a range of costs.
The global settlement agreement provides that an aggregate $305 million will be paid collectively by the three co-defendants in full satisfaction of all claims resulting in a dismissal of the case with prejudice and the resolution of (i) all pending and future claims by the plaintiffs in the case, and (ii) all potential claims for contribution or indemnity between NL and its co-defendants in respect to the case.
The global settlement agreement provided that an aggregate $305 million would be paid collectively by the three co-defendants in full satisfaction of all claims resulting in a dismissal of the case with prejudice and the resolution of (i) all pending and future claims by the plaintiffs in the case, and (ii) all potential claims for contribution or indemnity between NL and its co-defendants in respect to the case.
In addition, some plaintiffs allege exposure to asbestos from working in various facilities previously owned and/or operated by NL. There are 115 of these types of cases pending, involving a total of approximately 589 plaintiffs. In addition, the claims of approximately 8,715 plaintiffs have been administratively dismissed or placed on the inactive docket in Ohio state courts.
In addition, some plaintiffs allege exposure to asbestos from working in various facilities previously owned and/or operated by NL. There are 120 of these types of cases pending, involving a total of approximately 598 plaintiffs. In addition, the claims of approximately 8,715 plaintiffs have been administratively dismissed or placed on the inactive docket in Ohio state courts.
Any such adjustment could result in the recognition of an accrual that would have a material effect on our consolidated financial statements, results of operations and liquidity. We have also accrued approximately $6 million at December 31, 2024 for other environmental cleanup matters which represents our best estimate of the liability.
Any such adjustment could result in the recognition of an accrual that would have a material effect on our consolidated financial statements, results of operations and liquidity. We have also accrued approximately $4 million at December 31, 2025 for other environmental cleanup matters which represents our best estimate of the liability.
At December 31, 2024, NL had accrued approximately $69 million related to approximately 30 sites associated with remediation and related matters that NL believes are at the present time and/or in their current phase reasonably estimable.
At December 31, 2025, NL had accrued approximately $13 million related to approximately 27 sites associated with remediation and related matters NL believes are at the present time and/or in their current phase reasonably estimable.
New cases may continue to be filed against NL. We do not know if NL will incur liability in the future in respect of any of the pending or possible litigation in view of the inherent uncertainties involved in court and jury rulings.
We do not know if NL will incur liability in the future in respect of any of the pending or possible litigation in view of the inherent uncertainties involved in court and jury rulings.
In 2023, the trial court granted partial summary judgment for NL based on the statute of limitations and the plaintiff appealed that decision to the Court of Appeals for the Tenth Circuit. In January 2025, the Court of Appeals reversed the trial court’s grant of partial summary judgment and returned the matter to the trial court.
In 2023, the trial court granted partial summary judgment - 33 - ‌ ​ for NL based on the statute of limitations and the plaintiff appealed that decision to the Court of Appeals for the Tenth Circuit.
In August 2009, NL was served with a complaint in Raritan Baykeeper, Inc. d/b/a NY/NJ Baykeeper et al. v. NL Industries, Inc. et al. (United States District Court, District of New Jersey, Case No. 3:09-cv-04117).
The satisfaction of NL’s obligations under the consent decree fully concludes this matter. In August 2009, NL was served with a complaint in Raritan Baykeeper, Inc. d/b/a NY/NJ Baykeeper et al. v. NL Industries, Inc. et al. (United States District Court, District of New Jersey, Case No. 3:09-cv-04117).
This complaint by a California state agency asserts claims under CERCLA, a state environmental statute, and the common law relating to lead contamination allegedly connected to a secondary lead smelter located in Vernon, California.
NL Industries, Inc. , (United States District Court for the Central District of California, Case 2:20-cv-11293). This complaint by a California state agency asserts claims under CERCLA, a state environmental statute, and the common law relating to lead contamination allegedly connected to a secondary lead smelter located in Vernon, California.
Several of the former lead paint manufacturer defendants later filed a third-party complaint against NL, seeking - 31 - ‌ ​ contribution for any damages they may ultimately have to pay to the plaintiff. NL believes it has substantial defenses to these claims under Wisconsin law and intends to defend itself vigorously.
Several of the former lead paint manufacturer defendants later filed a third-party complaint against NL, seeking contribution for any damages they may ultimately have to pay to the plaintiff.
We do not know and cannot estimate the exact time frame over which we will make payments for our accrued environmental and related costs. The timing of payments depends upon a number of factors, including but not limited to the timing of the actual remediation process; which in turn depends on factors outside of our control.
The timing of payments depends upon a number of factors, including but not limited to the timing of the actual remediation process; which in turn depends on factors outside of our control.
NL continues to deny liability and will defend vigorously against all claims. In December 2020, NL and several other defendants were sued in California Department of Toxic Substances v. NL Industries, Inc. , (United States District Court for the Central District of California, Case 2:20-cv-11293).
In January 2025, the Court of Appeals reversed the trial court’s grant of partial summary judgment and returned the matter to the trial court. NL continues to deny liability and will defend vigorously against all claims. In December 2020, NL and several other defendants were sued in California Department of Toxic Substances v.
Unless the amounts and timing of such estimated future expenditures are fixed and reasonably determinable, we generally do not discount estimated future expenditures to their present value due to the uncertainty of the timing of the payout. We recognize recoveries of costs from other parties, if any, as assets when their receipt is deemed probable.
We adjust such accruals as further information becomes available to us or as circumstances change. Unless the amounts and timing of such estimated future expenditures are fixed and reasonably determinable, we generally do not discount estimated future expenditures to their present value due to the uncertainty of the timing of the payout.
NL’s sixth installment due in September 2025 will be made with funds already on deposit at the court, which is included in current restricted cash on our Consolidated Balance Sheets, that are committed to the settlement, including all accrued interest at the date of payment, with any remaining balance to be paid by NL (and any amounts on deposit in excess of the final payment would be returned to NL).
NL’s sixth installment, which was paid in October 2025, was funded with amounts that were already on deposit at the court and, previously included in current restricted cash on our Consolidated Balance Sheets, as those amounts, together with all accrued interest at the date of payment.
Excluding the $56.1 million environmental remediation settlement payment made in the first quarter of 2025 (as discussed below), the upper end of the range of reasonably possible costs to NL for remediation and related matters for which NL believes it is possible to estimate costs is approximately $38 million, including amounts currently accrued.
The upper end of the range of reasonably possible costs to us for remediation and related matters for which NL believes it is possible to estimate costs is approximately $26 million, including amounts currently accrued. These accruals have not been discounted to present value.
We recognized an aggregate accretion expense of $.9 million, $.7 million and $.5 million in 2022, 2023 and 2024, respectively. In January 2024, NL was served with a third-party complaint in a matter titled Arrioena Beal v. Hattie Mitchell, et al. (Circuit Court of Milwaukee County, Wisconsin, Case No. 21-cv-3276).
In January 2024, NL was served with a third-party complaint in a matter titled Arrioena Beal v. Hattie Mitchell, et al. (Circuit Court of Milwaukee County, Wisconsin, Case No. 21-cv-3276). The plaintiff in this case sued her former landlords and several former manufacturers of lead paint for injuries allegedly attributable to lead paint, but did not sue NL.
For financial reporting purposes, using a discount rate of 1.9% per annum, we discounted the aggregate $101.7 million settlement to the estimated net present value of $96.3 million. NL made the initial $25.0 million payment in September 2019 and five annual installment payments of $12.0 million beginning in September 2020 and each September thereafter through 2024.
For financial reporting purposes, NL used a discount rate of 1.9% per annum to discount the aggregate $101.7 million settlement to the estimated net present value of $96.3 million. NL recognized an aggregate accretion expense of $.7 million, $.5 million and $.2 million in 2023, 2024 and 2025, respectively.
If we were to incur any future liability, this could have a material adverse effect on our Consolidated Financial Statements, results of operations and liquidity.
If we were to incur any future liability, this could have a material adverse effect on our Consolidated Financial Statements, results of operations and liquidity. - 31 - ‌ ​ We record liabilities related to environmental remediation and related matters (including costs associated with damages for personal injury or property damage and/or damages for injury to natural resources) when estimated future expenditures are probable and reasonably estimable.
Removed
Pursuant to the settlement agreement, NL had placed an additional $9.0 million into an escrow account which was previously included in noncurrent restricted cash on our Consolidated Balance Sheets. Following NL’s fifth $12.0 million installment made in September 2024, these funds became available for use and were reclassified as cash equivalents on our Consolidated Balance Sheet.
Added
Per the terms of the settlement, any amounts on deposit in excess of the final payment were to be returned to NL and, in October 2025, NL received accrued interest of approximately $1.6 million from such restricted cash.
Removed
The plaintiff in this case sued her former landlords and several former manufacturers of lead paint for injuries allegedly attributable to lead paint, but did not sue NL.
Added
NL believes it has substantial defenses to these claims under Wisconsin law and intends to defend itself vigorously. - 30 - ‌ ​ New cases may continue to be filed against NL.
Removed
We record liabilities related to environmental remediation and related matters (including costs associated with damages for personal injury or property damage and/or damages for injury to natural resources) when estimated future expenditures are probable and reasonably estimable. We adjust such accruals as further information becomes available to us or as circumstances change.
Added
We recognize recoveries of costs from other parties, if any, as assets when their receipt is deemed probable. We do not know and cannot estimate the exact time frame over which we will make payments for our accrued environmental and related costs.
Removed
In June 2013, NL filed a contribution suit under CERCLA and the New Jersey Spill Act titled NL Industries, Inc. v. Old Bridge Township, et al .
Added
In February 2025, the United States District Court for the District of New Jersey entered an order approving a consent decree relating to the RBS Site in Middlesex County, New Jersey.
Removed
NL has denied liability and will continue to defend vigorously against all claims. In May 2024, NL was served in Philip Palmeri v. NL Industries, Inc. (Supreme Court of Niagara County, New York, Case No. E183238).
Removed
In this lawsuit, the plaintiff asserts that radioactive material allegedly originating at a former NL facility in Niagara Falls, New York, caused the wrongful death of plaintiff’s spouse and diminished the value of plaintiff’s residential property located in Lewiston, New York. The complaint alleges that NL is liable under theories of strict liability, negligence, private nuisance and trespass.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+1 added−1 removed1 unchanged
Biggest changeThe graph shows the value at December 31 of each year assuming an original investment of $100 at December 31, 2019, and assumes the reinvestment of our regular quarterly dividends in shares of our stock. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2019 2020 2021 2022 2023 2024 Valhi common stock ​ $ 100 ​ $ 70 ​ $ 135 ​ $ 104 ​ $ 74 ​ $ 115 S&P 500 Index ​ 100 ​ 118 ​ 152 ​ 125 ​ 158 ​ 197 S&P 500 Industrial Conglomerates ​ 100 ​ 110 ​ 116 ​ 106 ​ 132 ​ 182 ​ 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, as amended, 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. - 38 - ‌ ​ Equity Compensation Plan Information – We have an equity compensation plan, which was approved by our stockholders, pursuant to which an aggregate of 100,000 shares of our common stock can be awarded to non-employee members of our board of directors.
Biggest changeThe graph shows the value at December 31 of each year assuming an original investment of $100 at December 31, 2020, and assumes the reinvestment of our regular quarterly dividends in shares of our stock. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2020 ​ ​ ​ 2021 ​ ​ ​ 2022 ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 Valhi common stock ​ $ 100 ​ $ 192 ​ $ 148 ​ $ 105 ​ $ 164 ​ $ 86 S&P 500 Index ​ 100 ​ 129 ​ 105 ​ 133 ​ 166 ​ 196 S&P 500 Industrial Conglomerates ​ 100 ​ 105 ​ 96 ​ 120 ​ 165 ​ 172 ​ 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, as amended, 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.
The aggregate number of shares authorized for repurchase is 833,333, and we have approximately 334,000 shares available for repurchase at December 31, 2024. We may purchase the stock from time to time as market conditions permit. The stock repurchase program does not include specific price targets or timetables and may be suspended at any time.
The aggregate number of shares authorized for repurchase is 833,333, and we have approximately 334,000 shares available for repurchase at December 31, 2025. We may purchase the stock from time to time as market conditions permit. The stock repurchase program does not include specific price targets or timetables and may be suspended at any time.
Performance Graph – Set forth below is a line graph comparing the yearly change in our cumulative total stockholder return on our common stock against the cumulative total return of the S&P 500 Composite Stock Price Index and the S&P 500 Industrial Conglomerates Index for the period from December 31, 2019 through December 31, 2024.
Performance Graph – Set forth below is a line graph comparing the yearly change in our cumulative total stockholder return on our common stock against the cumulative total return of the S&P 500 Composite Stock Price Index and the S&P 500 Industrial Conglomerates Index for the period from December 31, 2020 through December 31, 2025.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock and Dividends – Our common stock is listed and traded on the New York Stock Exchange (symbol: VHI). As of March 3, 2025, there were approximately 715 holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock and Dividends – Our common stock is listed and traded on the New York Stock Exchange (symbol: VHI). As of March 2, 2026, there were approximately 685 holders of record of our common stock.
Treasury Stock Purchases – In March 2005 and November 2006, our board of directors authorized the repurchase of shares of our common stock in open market transactions, including block purchases, or in privately negotiated transactions, which may include transactions with our affiliates.
See Note 16 to our Consolidated Financial Statements. - 36 - ‌ ​ Treasury Stock Purchases – In March 2005 and November 2006, our board of directors authorized the repurchase of shares of our common stock in open market transactions, including block purchases, or in privately negotiated transactions, which may include transactions with our affiliates.
Removed
At December 31, 2024, an aggregate of 78,300 shares were available for future award under this plan. See Note 16 to our Consolidated Financial Statements.
Added
Equity Compensation Plan Information – We have an equity compensation plan, which was approved by our stockholders, pursuant to which an aggregate of 100,000 shares of our common stock can be awarded to non-employee members of our board of directors. At December 31, 2025, an aggregate of 70,800 shares were available for future award under this plan.

Item 7. Management's Discussion & Analysis

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

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Biggest changeOur diluted net income per share in 2024 includes: ● income of $1.18 per share due to the recognition of a non-cash gain resulting from the remeasurement of the Chemicals Segment’s investment in the TiO 2 manufacturing joint venture recognized in the third quarter; ● aggregate income of $.72 per share related to the settlement of a liability for an environmental remediation site recognized in the fourth quarter; ● income of $.55 per share related to tax increment infrastructure reimbursements recognized in the third and fourth quarters; ● a loss of $.38 per share due to the recognition of a non-cash deferred income tax expense related to final tax regulations on the treatment of certain currency translation gains and losses related to our Chemicals Segment in the fourth quarter; and ● a loss of $.19 per share due to the recognition of a non-cash deferred income tax expense related to the recognition of a deferred income tax asset valuation allowance related to our Chemicals Segment’s Belgian net deferred tax assets in the fourth quarter.
Biggest changeOur net income attributable to Valhi stockholders decreased from 2024 to 2025 primarily due to the net effects of: ● an operating loss from our Chemicals Segment of $24.5 million in 2025 compared to operating income of $138.5 million in 2024; ● a non-cash gain of $64.5 million resulting from the remeasurement of the Chemicals Segment’s investment in the TiO 2 manufacturing joint venture in 2024; ● aggregate income of $31.4 million in 2024 related to the settlement of a liability for an environmental remediation site; ● a non-cash settlement loss of $28.7 million on the termination and buy-out of our pension plan in the United States in 2025; ● a non-cash deferred income tax expense of $19.3 million to reduce the Chemicals Segment’s net German deferred tax asset as a result of the German tax rate reduction in 2025; ● aggregate charges of $10.3 million related to restructuring costs associated with workforce reductions in our Chemicals Segment in 2025; ● a non-cash deferred income tax expense of $8.5 million related to the recognition of a valuation allowance on our Chemicals Segment’s German interest deduction limitation deferred tax asset recognized in the fourth quarter; ● a non-cash gain of $4.6 million resulting from the remeasurement of the Chemicals Segment’s acquisition earn-out liability in 2025; and ● income from tax increment infrastructure reimbursement of $34.2 million in 2025 compared to $30.3 million in 2024. ​ Our diluted net loss per share in 2025 includes: ● income of $.62 per share related to tax increment infrastructure reimbursements recognized in the second and third quarters; ● a loss of $.62 per share due to the termination and buy-out of our pension plan in the United States in the fourth quarter; ● a loss of $.45 per share related to the recognition of a non-cash deferred income tax expense to reduce the Chemicals Segment’s net German deferred tax asset as a result of the German tax rate reduction in the third quarter; ● a loss $.18 per share related to restructuring costs related to our Chemicals Segment’s workforce reductions in the fourth quarter; ● a loss of $.20 per share related to the recognition of a non-cash deferred income tax expense related to the recognition of a valuation allowance on our Chemicals Segment’s German net deferred tax asset in the fourth quarter; and ● income of $.08 per share due to the recognition of a non-cash gain resulting from the remeasurement of the Chemicals Segment’s acquisition earn-out liability in the third quarter. ​ - 38 - ‌ ​ Our diluted net income per share in 2024 includes: ● income of $1.18 per share due to the recognition of a non-cash gain resulting from the remeasurement of the Chemicals Segment’s investment in the TiO 2 manufacturing joint venture recognized in the third quarter; ● aggregate income of $.72 per share related to the settlement of a liability for an environmental remediation site recognized in the fourth quarter; ● income of $.55 per share related to tax increment infrastructure reimbursements recognized in the third and fourth quarters; ● a loss of $.38 per share due to the recognition of a non-cash deferred income tax expense related to final tax regulations on the treatment of certain currency translation gains and losses related to our Chemicals Segment in the fourth quarter; and ● a loss of $.19 per share due to the recognition of a non-cash deferred income tax expense related to the recognition of a valuation allowance on our Chemicals Segment’s Belgian net deferred tax assets in the fourth quarter.
Commitments and Contingencies We are subject to certain commitments and contingencies, as more fully described in the Notes to our Consolidated Financial Statements and in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, including: ● certain income contingencies in various U.S. and non-U.S. jurisdictions; ● certain environmental remediation matters involving NL and BMI; ● certain litigation related to NL’s former involvement in the manufacture of lead pigment and lead-based paint; and ● certain other litigation to which we are a party.
Commitments and Contingencies We are subject to certain commitments and contingencies, as more fully described in the Notes to our Consolidated Financial Statements and in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, including: ● certain income contingencies in various U.S. and non-U.S. jurisdictions; ● certain environmental remediation matters involving NL and BMI; ● certain litigation related to NL’s former involvement in the manufacture of lead pigment and lead-based paint; and - 64 - ‌ ​ ● certain other litigation to which we are a party.
The credit facility - 67 - ‌ ​ contains a number of covenants and restrictions which, among other things, restrict NL’s subsidiary’s ability to incur additional debt, incur liens, and merge or consolidate with, or sell or transfer substantially all of NL’s subsidiary’s assets to, another entity, and require NL’s subsidiary to maintain a minimum specified level of consolidated net worth.
The credit facility contains a number of covenants and restrictions which, among other things, restrict NL’s subsidiary’s ability to incur additional debt, incur liens, and merge or consolidate with, or sell or transfer substantially all of NL’s subsidiary’s assets to, another entity, and require NL’s subsidiary to maintain a minimum specified level of consolidated net worth.
If an entity believes it is more-likely-than-not the fair value of a reporting unit is greater than its carrying value, including goodwill, the quantitative impairment test can be bypassed. Alternatively, an entity has an unconditional option to bypass the qualitative assessment and proceed directly to performing the quantitative impairment test.
If an - 53 - ‌ ​ entity believes it is more-likely-than-not the fair value of a reporting unit is greater than its carrying value, including goodwill, the quantitative impairment test can be bypassed. Alternatively, an entity has an unconditional option to bypass the qualitative assessment and proceed directly to performing the quantitative impairment test.
Although certain of our Chemicals Segment’s TiO 2 grades are considered specialty pigments, the majority of its grades and substantially all of its 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 Chemicals Segment’s TiO 2 grades are considered specialty pigments, the majority of its grades and substantially all of its 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.
Our assets consist primarily of investments in operating subsidiaries, and our ability to service our obligations, including the Kronos’ Senior Secured Notes and the Contran Term Loan, depends in part upon the distribution of earnings - 64 - ‌ ​ of our subsidiaries, whether in the form of dividends, advances or payments on account of intercompany obligations or otherwise.
Our assets consist primarily of investments in operating subsidiaries, and our ability to service our obligations, including the Kronos’ Senior Secured Notes and the Contran Term Loan, depends in part upon the distribution of earnings of our subsidiaries, whether in the form of dividends, advances or payments on account of intercompany obligations or otherwise.
Land sales revenue in 2024 decreased compared to 2023 due to the decreased pace of - 51 - ‌ ​ development activity for previously sold parcels within the residential/planned community, primarily due to delays in receiving city permits and delays in environmental related approvals.
Land sales revenue in 2024 decreased compared to 2023 due to the decreased pace of development activity for previously sold parcels within the residential/planned community, primarily due to delays in receiving city permits and delays in environmental related approvals.
Certain raw materials used in all our Chemicals Segment’s production facilities, primarily - 45 - ‌ ​ titanium-containing feedstocks, are purchased primarily in U.S. dollars, while labor and other production and administrative costs are incurred primarily in local currencies.
Certain raw materials used in all our Chemicals Segment’s production facilities, primarily titanium-containing feedstocks, are purchased primarily in U.S. dollars, while labor and other production and administrative costs are incurred primarily in local currencies.
Operating costs and expenses - 49 - ‌ ​ consist primarily of sales and administrative-related personnel costs, sales commissions and advertising expenses directly related to product sales and administrative costs relating to business unit and corporate management activities, as well as gains and losses on sales of property and equipment.
Operating costs and expenses consist primarily of sales and administrative-related personnel costs, sales commissions and advertising expenses directly related to product sales and administrative costs relating to business unit and corporate management activities, as well as gains and losses on sales of property and equipment.
The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at - 55 - ‌ ​ the date of the financial statements and the reported amount of revenues and expenses during the reported period.
The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period.
The - 53 - ‌ ​ remaining portion of these shares of our common stock, which are attributable to the noncontrolling interest of Kronos and NL, are reflected in our Consolidated Balance Sheets at fair value.
The remaining portion of these shares of our common stock, which are attributable to the noncontrolling interest of Kronos and NL, are reflected in our Consolidated Balance Sheets at fair value.
This is because we maintain defined - 57 - ‌ ​ benefit pension plans in several different countries in Europe and North America and the interest rate environment differs from country to country.
This is because we maintain defined benefit pension plans in several different countries in Europe and North America and the interest rate environment differs from country to country.
Net Sales – Our Chemicals Segment’s net sales in 2024 increased 13%, or $220.6 million, compared to 2023 primarily due to the effects of a 20% increase in sales volumes due to improved overall demand across all major markets (which increased net sales by approximately $333 million) partially offset by a 5% decrease in average TiO 2 selling prices (which decreased net sales by approximately $83 million).
Our Chemicals Segment’s net sales in 2024 increased 13%, or $220.6 million, compared to 2023 primarily due to the effects of a 20% increase in sales volumes resulting from improved overall demand across all major markets (which increased net sales by approximately $333 million) partially offset by a 5% decrease in average TiO 2 selling prices (which decreased net sales by approximately $83 million).
Our Component Products Segment has in the past experienced global and domestic supply chain challenges, and any future impacts on its operations will depend on, among other things, any future disruption in its operations or its suppliers’ operations, the effect of tariffs, and the impact of economic conditions and geopolitical events on demand for its products or its customers’ and suppliers’ operations, all of which remain uncertain and cannot be predicted.
Our Component Products Segment has experienced global and domestic supply chain challenges in the past, and any future impacts on its operations will depend on, among other things, any future disruption in its operations or its suppliers’ operations, the effect of tariffs, and the impact of economic conditions, consumer confidence and geopolitical events on demand for its products or its customers’ and suppliers’ operations, all of which remain uncertain and cannot be predicted.
Our Chemicals Segment’s 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 its 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 Chemicals Segment’s 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 its sulfate process line in Canada. Sales and production volumes resulting from the LPC acquisition did not materially impact comparisons to the prior year.
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 Kronos and NL Plans: ​ ​ ​ ​ ​ ​ ​ 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 Kronos and NL Plans: ​ ​ ​ ​ ​ ​ ​ 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.
If these events occur in 2025, our corporate expense could be higher than we currently estimate. In addition, we adjust our accruals for environmental remediation and related costs as further information becomes available to us or as circumstances change. Such further information or changed circumstances could result in an increase or reduction in our accrued environmental remediation and related costs.
If these events occur in 2026, our corporate expense could be higher than we currently estimate. In addition, we adjust our accruals for environmental remediation and related costs as further information becomes available to us or as circumstances change. Such further information or changed circumstances could result in an increase or reduction in our accrued environmental remediation and related costs.
In 2025, our Component Products Segment will continue to monitor current and anticipated near-term customer demand levels to ensure its production capabilities and inventories are aligned accordingly. Our Component Products Segment’s expectations for its operations and the markets it serves are based on a number of factors outside its control.
Our Component Products Segment will continue to monitor current and anticipated near-term customer demand levels to ensure its production capabilities and inventories are aligned accordingly. Our Component Products Segment’s expectations for its operations and the markets it serves are based on a number of factors outside its control.
Foreign Operations We have substantial operations located outside the United States, principally our Chemicals Segment’s operations in Europe and Canada. The functional currency of these operations is the local currency. As a result, the reported amount of our assets and liabilities related to these foreign operations will fluctuate based upon changes in currency exchange rates.
Foreign Operations As discussed above, we have substantial operations located outside the United States, principally our Chemicals Segment’s operations in Europe and Canada. The functional currency of these operations is the local currency. As a result, the reported amount of our assets and liabilities related to these foreign operations will fluctuate based upon changes in currency exchange rates.
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 million during 2025.
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 million during 2026.
Operating Income – As a percentage of net sales, our Component Products Segment’s operating income decreased in 2024 compared to 2023 and increased in 2023 compared to 2022. Operating income margins were primarily impacted by the factors affecting net sales, cost of sales and gross margin, discussed above.
Operating Income – As a percentage of net sales, our Component Products Segment’s operating income increased in 2025 compared to 2024 and decreased in 2024 compared to 2023. Operating income margins were primarily impacted by the factors affecting net sales, cost of sales and gross margin, discussed above.
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. Critical Accounting Policies and Estimates Our significant accounting policies are more fully described in Note 1 to our Consolidated Financial Statements.
Because these large projects relate to the entirety of the residential/planned community, the costs associated with these large projects are not part of the cost-based inputs used to recognize revenue, and therefore, this spending will not correlate to revenue recognition.
Because these large infrastructure projects relate to the entirety of the residential/planned community, the associated costs are not part of the cost-based inputs used to recognize revenue, and therefore, this spending will not correlate to revenue recognition.
At December 31, 2024, CompX had approximately .5 million shares of its Class A common stock available for repurchase under the authorization described in Note 3 to our Consolidated Financial Statements.
At December 31, 2025, CompX had approximately .5 million shares of its Class A common stock available for repurchase under the authorization described in Note 3 to our Consolidated Financial Statements.
However, this spending is expected to be eligible for tax increment reimbursement under our Owner Participation Agreement (“OPA”) with the City of Henderson, and delays or curtailments in eligible infrastructure development activities will also delay LandWell’s ability to submit completed costs to the City for approval of additional OPA note receivables. The maximum reimbursement under the OPA is $209 million.
However, this spending is expected to be eligible for tax increment reimbursement under our Owner Participation Agreement (“OPA”) with the City of Henderson, and delays or curtailments in eligible infrastructure development activities will also delay LandWell’s ability to submit completed costs to the City for approval of additional OPA note receivables.
If our current expectations regarding the number of cases in which we expect to be involved during 2025, or the nature of such cases were to change, our corporate expenses could be higher than we currently estimate.
If our current expectations regarding the number of cases in which we expect to be involved during 2026, or the nature of such cases were to change, our corporate expenses could be higher than we currently estimate.
CompX is also a leading manufacturer of wake enhancements systems, stainless steel exhaust systems, gauges, throttle controls, trim tabs and related hardware and accessories for the recreational marine industry. ● Real Estate Management and Development – We operate in real estate management and development through our majority control of BMI and LandWell.
CompX is also a leading manufacturer of wake enhancements systems, stainless steel exhaust systems, gauges, throttle controls, trim tabs and related hardware and accessories for the recreational marine and other industries. ● Real Estate Management and Development – We operate in real estate management and development through our majority control of BMI and LandWell.
Cost of Sales and Gross Margin – Cost of sales increased $27.4 million, or 2%, in 2024 compared to 2023 due to the net effects of a 20% increase in sales volumes, a 33% increase in production rates resulting in reduced unabsorbed - 44 - ‌ ​ fixed production costs, and lower production costs of approximately $115 million (primarily energy and raw materials).
Cost of sales increased $27.4 million, or 2%, in 2024 compared to 2023 due to the net effects of a 20% increase in sales volumes, a 33% increase in production rates resulting in reduced unabsorbed fixed production costs, and lower production costs of approximately $115 million (primarily energy and raw materials).
Planned capital expenditures in 2025 at Kronos and CompX will primarily be to maintain and improve existing facilities and, as it relates to CompX, to meet expected customer demand and maintain technology infrastructure.
Planned capital expenditures in 2026 at Kronos and CompX will primarily be to maintain and improve existing facilities and, as it relates to CompX, to meet expected customer demand and maintain technology infrastructure.
See Note 18 to our Consolidated Financial Statements. ​ - 60 - ‌ ​ LIQUIDITY AND CAPITAL RESOURCES Consolidated Cash Flows Operating Activities – Trends in cash flows as a result of our operating income (excluding the impact of significant asset dispositions and relative changes in assets and liabilities) are generally similar to trends in our earnings.
See Note 18 to our Consolidated Financial Statements. ​ - 57 - ‌ ​ 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.
As noted in our discussion of our Real Estate Management and Development segment above, we have sold the majority of the land in our residential/planned community, and in accordance with our development agreement with the City of Henderson and our contractual obligations with builders, we expect to complete our land development obligations over the next two to three years.
As noted in our discussion of our Real Estate Management and Development segment above, we have sold all of the land in our residential/planned community, and in accordance with our development agreement with the City of Henderson and our contractual obligations with builders, we expect to complete our land development obligations over the next two years.
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 million at that date and our defined benefit pension expense would be expected to increase by a nominal amount 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 million at that date and our defined benefit pension expense would be expected to increase by a nominal amount during 2026.
The terms of all of our debt instruments are discussed in Note 9 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 9 to our Consolidated Financial Statements. We are in compliance with all of our debt covenants at December 31, 2025.
See Note 11 to our Consolidated Financial Statements for additional discussion of actuarial assumptions used in determining defined benefit pension assets, liabilities and expenses. 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 $9 million in 2025.
See Note 11 to our Consolidated Financial Statements for additional discussion of actuarial assumptions used in determining defined benefit pension assets, liabilities and expenses. 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.
At December 31, 2024, we had approximately .3 million shares of our common stock available for repurchase under the authorizations described in Note 16 to our Consolidated Financial Statements. - 66 - ‌ ​ At December 31, 2024, Kronos had approximately 1.0 million shares of its common stock available for repurchase under the authorization described in Note 3 to our Consolidated Financial Statements.
At December 31, 2025, we had approximately .3 million shares of our common stock available for repurchase under the authorizations described in Note 16 to our Consolidated Financial Statements. At December 31, 2025, Kronos had approximately 1.0 million shares of its common stock available for repurchase under the authorization described in Note 3 to our Consolidated Financial Statements.
Our diluted net loss per share in 2023 includes: ● income of $.46 per share related to tax increment infrastructure reimbursements recognized in the third and fourth quarters; ● a loss of $.13 per share due to the termination of our U.K. pension plan recognized in the second quarter; ● a loss of $.10 per share related to workforce reductions by our Chemicals Segment recognized in the fourth quarter; ● a loss of $.06 per share related to the write-off of certain costs resulting from a capital project termination recognized in the fourth quarter; and ● a gain of $.05 per share related to a business interruption insurance claim arising from Hurricane Laura in 2020 at our Chemicals Segment recognized in the first, second and third quarters.
In addition to the 2024 items noted above, our diluted net loss per share in 2023 includes: ● income of $.46 per share related to tax increment infrastructure reimbursements recognized in the third and fourth quarters; ● a loss of $.13 per share due to the termination of our U.K. pension plan recognized in the second quarter; ● a loss of $.10 per share related to workforce reductions by our Chemicals Segment recognized in the fourth quarter; ● a loss of $.06 per share related to the write-off of certain costs resulting from a capital project termination recognized in the fourth quarter; and - 39 - ‌ ​ ● a gain of $.05 per share related to a business interruption insurance claim arising from Hurricane Laura in 2020 at our Chemicals Segment recognized in the first, second and third quarters.
Other General Corporate Items – Corporate expenses of $4.3 million in 2024 decreased compared to corporate expenses of $35.2 million in 2023 primarily due to income of $31.4 million recognized in the fourth quarter of 2024 as a result of the settlement of a liability for an environmental remediation site, including income of $9.6 million received from private companies participating in the settlement.
Corporate expenses of $4.3 million in 2024 decreased compared to corporate expenses of $35.2 million in 2023 primarily due to income of $31.4 million recognized in the fourth quarter of 2024 as a result of the settlement of a liability - 51 - ‌ ​ for an environmental remediation site, including income of $9.6 million received from private companies participating in the settlement.
In comparison, we expect to be required to contribute approximately $16 million to such plans during 2025. As noted above, defined benefit pension expense and the amounts recognized as accrued pension costs are based upon the actuarial assumptions discussed above. We believe all of the actuarial assumptions used are reasonable and appropriate.
In comparison, we expect to be required to contribute approximately $17 million to such plans during 2026. As noted above, defined benefit pension expense and the amounts recognized as accrued pension costs are based upon the actuarial assumptions discussed above. We believe all of the actuarial assumptions used are reasonable and appropriate.
During 2024: ● Kronos paid $156.8 million, net of cash acquired, for the remaining TiO 2 manufacturing joint venture interest in LPC; see Note 3 to our Consolidated Financial Statements; - 62 - ‌ ​ ● we had net proceeds of $54.3 million related to marketable securities; and ● we had net proceeds from the sale of land not used in our operations of $5.6 million.
During 2024: ● Kronos paid $156.8 million, net of cash acquired, for the remaining TiO 2 manufacturing joint venture interest in LPC; see Note 3 to our Consolidated Financial Statements; ● we had net proceeds of $54.3 million related to marketable securities; and ● we had net proceeds from the sale of land not used in our operations of $5.6 million. - 59 - ‌ ​ During 2023: ● we had net proceeds of $19.3 million of marketable securities; and ● we had net proceeds from the sale of land not used in our operations of $1.8 million.
See Note 14 to our Consolidated Financial Statements for more information about our 2024 income tax items, including a tabular reconciliation of our statutory tax expense to our actual tax expense. Noncontrolling Interest in Net Income of Subsidiaries – Noncontrolling interest in operations of subsidiaries increased in 2024 compared to 2023 primarily due to increased operating income at Kronos.
See Note 14 to our Consolidated Financial Statements for more information about our 2025 income tax items, including a tabular reconciliation of our statutory tax expense to our actual tax expense. Noncontrolling Interest in Net Income of Subsidiaries – Noncontrolling interest in operations of subsidiaries decreased in 2025 compared to 2024 primarily due to decreased operating income at Kronos.
Based upon our expectations of our operating performance, and the anticipated demands on our cash resources, we expect to have sufficient liquidity to meet our short-term (defined as the twelve-month period ending December 31, 2025) and long-term obligations (defined as the five-year period ending December 31, 2029).
Based upon our expectations of our operating performance, and the anticipated demands on our cash resources, we expect to have sufficient liquidity to meet our short-term (defined as the twelve-month period ending December 31, 2026) and long-term obligations (defined as the five-year period ending December 31, 2030).
We recognized consolidated defined benefit pension plan expense of $25.4 million in 2022, $18.4 million in 2023 and $9.4 million in 2024. The amount of funding requirements for these defined benefit pension plans is generally based upon applicable regulations (such as ERISA in the U.S.) and will generally differ from pension expense for financial reporting purposes.
We recognized consolidated defined benefit pension plan expense of $18.4 million in 2023, $9.4 million in 2024 and $38.7 million in 2025. The amount of funding requirements for these defined benefit pension plans is generally based upon applicable regulations (such as ERISA in the U.S.) and will generally differ from pension expense for financial reporting purposes.
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.
In addition, LandWell expects to spend approximately $53 million on land development costs during 2025, including approximately $51 million contractually committed at December 31, 2024. Land development costs are included in the determination of cash provided by operating activities. Capital spending for 2025 is expected to be funded through cash generated from operations or borrowing under our existing credit facilities.
In addition, LandWell expects to spend approximately $39 million on land development costs during 2026, including approximately $3 million contractually committed at December 31, 2025. Land development costs are included in the determination of cash provided by operating activities. Capital spending for 2026 is expected to be funded through cash generated from operations or borrowing under our existing credit facilities.
The $1.9 million gain in 2024, the $1.7 million loss in 2023 and the $1.6 million loss in 2022 recognized in our Consolidated Financial Statements represent the unrealized gain (loss) in respect of these shares during such periods attributable to the noncontrolling interest of Kronos and NL.
The $2.7 million loss in 2025, $1.9 million gain in 2024 and the $1.7 million loss in 2023 recognized in our Consolidated Financial Statements represent the unrealized gain (loss) in respect of these shares during such periods attributable to the noncontrolling interest of Kronos and NL.
Future impacts on our Chemicals Segment’s operations will depend on, among other things, future energy costs, the effect newly enacted tariffs have on jurisdictions in which our Chemicals Segment or its customers and suppliers operate, its success in implementing mitigation strategies, and the impact economic conditions and geopolitical events have on its operations or its customers’ and suppliers’ operations, all of which remain uncertain and cannot be predicted.
Future impacts on our Chemicals Segment’s operations will depend on, among other things, future energy costs, the effect newly enacted tariffs in jurisdictions where it or its customers and suppliers operate, its success in implementing mitigation strategies, and the impact economic conditions, consumer confidence, and geopolitical events on its operations or its customers’ and suppliers’ operations, all of which remain uncertain and cannot be predicted.
In accordance with the applicable accounting standards for goodwill, we do not amortize goodwill. We perform a goodwill impairment test annually in the third quarter of each year.
In accordance with the applicable accounting standards for goodwill, we do not amortize goodwill. We perform a goodwill impairment test annually in the third quarter of each year by reporting unit.
If these events occur in 2025, our corporate expense could be higher than we currently estimate.
If these events occur in 2026, our corporate expense could be higher than we currently estimate.
Fluctuations in currency exchange rates had the following effects on our Chemicals Segment’s sales and operating income (loss) 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 Operating income (loss) ​ 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 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 Chemicals Segment’s sales and operating income (loss) 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 Operating income (loss) ​ 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 euro-denominated sales were translated into more U.S. dollars in 2025 as compared to 2024.
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 the reported amount of net sales, as a substantial portion of the sales generated by our Chemicals Segment’s Canadian and Norwegian operations are denominated in the U.S. dollar.
The strengthening of the U.S. dollar relative to the Canadian dollar and the weakening of the U.S. dollar relative to the Norwegian krone in 2025 did not have a significant effect on the reported amount of net sales, as a substantial portion of the sales generated by our Chemicals Segment’s Canadian and Norwegian operations is denominated in the U.S. dollar.
Our - 68 - ‌ ​ obligations related to the long-term supply contracts for the purchase of TiO 2 feedstock are more fully described in Note 18 to our Consolidated Financial Statements and above in “Business – Chemicals Segment – Kronos Worldwide, Inc. – Raw Materials.” CompX has purchase obligations of $19.8 million ($19.3 million payable in 2025 and $.5 million payable in 2026/2027) which consist of open purchase orders and contractual obligations, primarily commitments to purchase raw materials and for capital projects in process at December 31, 2024.
Our obligations related to the long-term supply contracts for the purchase of TiO 2 feedstock are more fully described in Note 18 to our Consolidated Financial Statements and above in “Business – Chemicals Segment – Kronos Worldwide, Inc. – Raw Materials.” CompX has purchase obligations of $13.9 million ($13.4 million payable in 2026 and $.5 million payable in 2027/2028) which consist of open purchase orders and contractual obligations, primarily commitments to purchase raw materials and for capital projects in process at December 31, 2025.
BMI and LandWell own real property in Henderson, Nevada. LandWell is actively engaged in efforts to develop certain real estate in Henderson, Nevada including approximately 2,100 acres zoned for residential/planned community purposes.
BMI and LandWell own real property in Henderson, Nevada. LandWell is actively engaged in developing certain real estate in Henderson, Nevada including approximately 2,100 acres zoned for residential/planned community purposes.
For comparative purposes, we have also provided comparable prior year numbers below. ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, December 31, ​ ​ 2022 ​ 2023 ​ 2024 Kronos: ​ ​ ​ ​ ​ ​ Days sales outstanding 64 days 66 days 62 days Days sales in inventory 103 days 65 days 82 days CompX: Days sales outstanding 41 days 36 days 33 days Days sales in inventory 99 days 95 days 94 days We do not have complete access to the cash flows of our majority-owned subsidiaries, due in part to limitations contained in certain credit agreements of our subsidiaries and because we do not own 100% of these subsidiaries.
For comparative purposes, we have also provided comparable prior year numbers below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ December 31, ​ ​ ​ December 31, ​ ​ 2023 ​ 2024 ​ 2025 Kronos: ​ ​ ​ ​ ​ ​ Days sales outstanding 66 days 62 days 61 days Days sales in inventory 65 days 82 days 57 days CompX: ​ ​ ​ Days sales outstanding 36 days 33 days 33 days Days sales in inventory 95 days 94 days 108 days We do not have complete access to the cash flows of our majority-owned subsidiaries, due in part to limitations contained in certain credit agreements of our subsidiaries and because we do not own 100% of these subsidiaries.
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 Chemicals Segment’s 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 Chemicals Segment’s 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.
BMI and LandWell pay cash dividends from time to time, but the timing and amount of such dividends are uncertain. In this regard, we received aggregate dividends from BMI and LandWell of $16.6 million in 2022, $17.6 million in 2023 and $4.0 million in 2024.
BMI and LandWell pay cash dividends from time to time, but the timing and amount of such dividends are uncertain. In this regard, we received aggregate dividends from BMI and LandWell of $17.6 million in 2023, $4.0 million in 2024 and $19.5 million in 2025.
As a result, our Component Products Segment’s cost of sales as a percentage of net sales increased over the same period. Our Component Products Segment’s gross margin as a percentage of net sales decreased in 2024 compared to 2023 primarily due to the factors affecting cost of sales and decreased coverage of fixed costs due to lower sales.
Our Component Products Segment’s gross margin as a percentage of net sales decreased in 2024 compared to 2023 primarily due to the factors affecting cost of sales and decreased coverage of fixed costs due to lower sales.
Included in operating income was income related to the tax increment reimbursement note receivables of $30.3 million and $25.2 million in 2024 and 2023, respectively. See Note 7 to our Consolidated Financial Statements. Substantially all the net sales from our Real Estate Management and Development segment in 2023 and 2022 consisted of revenues from land sales.
Operating income also included income related to tax increment reimbursement note receivables of $34.2 million in 2025 and $30.3 million in 2024. See Note 7 to our Consolidated Financial Statements. Substantially all the net sales from our Real Estate Management and Development segment in 2024 and 2023 consisted of revenues from land sales.
(1) Amounts available under this facility are at the sole discretion of Contran. At December 31, 2024, we had an aggregate of $386.2 million of restricted and unrestricted cash, cash equivalents and marketable securities attributable to operations.
(1) Amounts available under this facility are at the sole discretion of Contran. At December 31, 2025, we had an aggregate of $237.7 million of restricted and unrestricted cash, cash equivalents and marketable securities attributable to operations.
In February 2025 the NL board of directors approved a quarterly dividend of $.09 per share. If NL were to pay its $.09 per share dividend in each quarter of 2025 based on the 40.4 million shares we held of NL common stock at December 31, 2024, during 2025 we would receive aggregate quarterly dividends from NL of $14.5 million.
In February 2026 the NL board of directors approved a quarterly dividend of $.10 per share. If NL were to pay its $.10 per share dividend in each quarter of 2026 based on the 40.4 million shares we held of NL common stock at December 31, 2025, during 2026 we would receive aggregate quarterly dividends from NL of $16.2 million.
If Kronos were to pay its $.05 per share dividend in each quarter of 2025 based on the 58.0 million shares we held of Kronos common stock at December 31, 2024, during 2025 we would receive aggregate regular dividends from Kronos of $11.6 million.
In February 2026 the Kronos board of directors approved a quarterly dividend of $.05 per share. If Kronos were to pay its $.05 per share dividend in each quarter of 2026 based on the 58.0 million shares we held of Kronos common stock at December 31, 2025, during 2026 we would receive aggregate regular dividends from Kronos of $11.6 million.
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, 2024 was approximately $278 million. Effective July 17, 2024, Kronos completed an amendment to its Global Revolver (the “Second Amendment”).
Availability under Kronos’ 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, Kronos completed an amendment to its Global Revolver (the “Fourth Amendment”).
BMI also provided certain utility services to an industrial park located in Henderson, Nevada prior to the sale of BPC on December 1, 2023. With the approval of BWC’s plan of reorganization by the bankruptcy court, substantially all of BWC’s assets were sold in November 2023.
BWC filed for bankruptcy in 2022 and following approval of its plan of reorganization by the bankruptcy court, substantially all of BWC’s assets were sold in November 2023. BMI also provided certain utility services to an industrial park located in Henderson, Nevada prior to the sale of BPC on December 1, 2023.
Noncontrolling interest in operations of subsidiaries decreased from 2022 to 2023 primarily due to lower operating income at Kronos. See Note 15 to our Consolidated Financial Statements. Related Party Transactions – We are a party to certain transactions with related parties. See Note 17 to our Consolidated Financial Statements.
Noncontrolling interest in operations of subsidiaries increased in 2024 compared to 2023 primarily due to increased operating income at Kronos. See Note 15 to our Consolidated Financial Statements. Related Party Transactions – We are a party to certain transactions with related parties. See Note 17 to our Consolidated Financial Statements.
The decrease in 2024 compared to 2023 is primarily due to a higher expected return on plan assets, lower discount rates impacting interest costs and a non-recurring $6.2 million in settlement costs related to the termination and buy-out of our U.K. pension plan in the second quarter of 2023.
The decrease in 2024 compared to 2023 is primarily due to a higher expected return on plan assets, lower discount rates impacting interest costs and a $6.2 million settlement loss related to the termination and buy-out of our U.K. pension plan in the second quarter of 2023. See Note 11 to our Consolidated Financial Statements.
In most cases, commodity raw materials our Component Products Segment purchases include processing and conversion costs, such as alloying, extrusion and rolling, which remain elevated due to costs of labor, transportation and energy. Processing and conversion costs are not expected to decrease and may negate the benefit of softening commodity prices on our Component Products Segment’s purchases.
In most cases, commodity raw materials our Component Products Segment purchases include processing and conversion costs, such as alloying, extrusion and rolling, which remain elevated due to costs of labor, transportation and energy. Processing and conversion costs are not expected to decrease.
We had gross borrowings of $27.9 million and gross repayments of $30.5 million with CompX for a total outstanding balance of $10.6 million at December 31, 2023. We had gross borrowings of $25.0 million and gross repayments of $26.3 million with CompX for a total outstanding balance of $9.3 million at December 31, 2024.
We had gross borrowings of $25.0 million and gross repayments of $26.3 million with CompX for a total outstanding balance of $9.3 million at December 31, 2024.
See Note 18 to our Consolidated Financial Statements. Interest Expense – Interest expense increased $21.6 million in 2024 compared to 2023 primarily due to higher interest rates on Kronos’ new debt issued in February and July of 2024 and higher average debt balances as a result of the LPC acquisition.
Interest expense increased $21.6 million in 2024 compared to 2023 primarily due to higher interest rates on Kronos’ debt issued in February and July of 2024 and higher average debt balances as a result of the LPC acquisition.
If actual developments differ from our expectations, our results of operations could be unfavorably affected. ​ Segment Operating Results – 2024 Compared to 2023 and 2023 Compared to 2022 Chemicals – We consider TiO 2 to be a “quality of life” product, with demand affected by gross domestic product, or GDP, and overall economic conditions in our markets located in various regions of the world.
Segment Operating Results – 2025 Compared to 2024 and 2024 Compared to 2023 Chemicals – We consider TiO 2 to be a “quality of life” product, with demand affected by gross domestic product, or GDP, and overall economic conditions in our markets located in various regions of the world.
Real Estate Management and Development – ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2022 2023 2024 ​ ​ (In millions) Net sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ Land sales ​ $ 120.9 ​ $ 92.6 ​ $ 71.5 Utility and other ​ 1.2 ​ 1.3 ​ .3 Water delivery ​ 3.6 ​ — ​ — Total net sales ​ 125.7 ​ 93.9 ​ 71.8 Cost of sales ​ 74.1 ​ 61.7 ​ 45.6 Gross margin ​ $ 51.6 ​ $ 32.2 ​ $ 26.2 Operating income ​ $ 39.4 ​ $ 49.9 ​ $ 55.2 ​ General – Our Real Estate Management and Development Segment consists of BMI and LandWell.
Real Estate Management and Development – ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ (In millions) Net sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ Land sales ​ $ 92.6 ​ $ 71.5 ​ $ 59.3 Utility and other ​ 1.3 ​ .3 ​ — Total net sales ​ 93.9 ​ 71.8 ​ 59.3 Cost of sales ​ 61.7 ​ 45.6 ​ 23.1 Gross margin ​ $ 32.2 ​ $ 26.2 ​ $ 36.2 Operating income ​ $ 49.9 ​ $ 55.2 ​ $ 65.2 General – Our Real Estate Management and Development Segment consists of BMI and LandWell.
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. ​ - 46 - ‌ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 Operating income (loss) ​ 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 euro-denominated sales were translated into more U.S. dollars in 2023 as compared to 2022.
Additionally, combined with 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 Operating income (loss) ​ 1 ​ 2 ​ 1 ​ 9 ​ 10 - 44 - ‌ ​ 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 euro-denominated sales were translated into more U.S. dollars in 2024 as compared to 2023.
Based on current economic conditions, our Component Products Segment expects the prices for zinc, brass, aluminum, stainless steel and other manufacturing materials in 2025 to be relatively stable, although governmental actions such as tariffs may impact markets.
Based on current economic conditions, our Component Products Segment expects the prices for zinc, brass, aluminum, stainless steel and other manufacturing materials in 2026 to be more volatile compared to 2025. In addition to supply and demand, governmental actions such as tariffs may impact markets.
The assumed long-term rates of return on plan assets used for purposes of determining net period pension cost for 2022, 2023 and 2024 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 2023 2024 Kronos and NL plans: ​ ​ ​ ​ ​ ​ ​ 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. - 58 - ‌ ​ We follow ASC Topic 820, Fair Value Measurements and Disclosures , in determining the fair value of plan assets within our defined benefit pension plans.
The assumed long-term rates of return on plan assets used for purposes of determining net period pension cost for 2023, 2024 and 2025 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 Kronos and NL plans: ​ ​ ​ ​ ​ ​ ​ 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.
The key performance indicator for our Component Products Segment is operating income margins. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ % Change ​ 2022 2023 2024 2022-23 2023-24 ​ ​ (Dollars in millions) ​ ​ ​ ​ ​ Net sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Security products ​ $ 114.5 ​ $ 121.2 ​ $ 115.2 6 % ​ (5) % Marine components ​ 52.1 ​ 40.1 ​ 30.7 (23) ​ ​ (23) ​ Total net sales ​ 166.6 ​ 161.3 ​ 145.9 (3) ​ ​ (10) ​ Cost of sales ​ 117.8 ​ 112.1 ​ 104.6 (5) ​ ​ (7) ​ Gross margin ​ $ 48.8 ​ $ 49.2 ​ $ 41.3 1 ​ ​ (16) ​ Operating income ​ $ 25.4 ​ $ 25.4 ​ $ 17.0 — ​ ​ (33) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent of net sales: ​ ​ ​ ​ Cost of sales ​ 71 % 70 % 72 % ​ Gross margin ​ 29 ​ 31 ​ 28 ​ ​ Operating income ​ 15 ​ 16 ​ 12 ​ ​ - 48 - ‌ ​ Net Sales – Our Component Products Segment’s net sales decreased $15.4 million in 2024 compared to 2023 primarily due to lower marine components sales to the towboat market and lower security products sales to the government security market.
The key performance indicator for our Component Products Segment is operating income margins. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ % Change ​ ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2023-24 ​ ​ ​ 2024-25 ​ ​ (Dollars in millions) ​ ​ ​ ​ ​ Net sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Security products ​ $ 121.2 ​ $ 115.2 ​ $ 120.7 (5) % ​ 5 % Marine components ​ 40.1 ​ 30.7 ​ 37.6 (23) ​ ​ 22 ​ Total net sales ​ 161.3 ​ 145.9 ​ 158.3 (10) ​ ​ 8 ​ Cost of sales ​ 112.1 ​ 104.6 ​ 110.1 (7) ​ ​ 5 ​ Gross margin ​ $ 49.2 ​ $ 41.3 ​ $ 48.2 (16) ​ ​ 16 ​ Operating income ​ $ 25.4 ​ $ 17.0 ​ $ 22.6 (33) ​ ​ 33 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percent of net sales: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales ​ 70 % 72 % 70 % ​ ​ ​ Gross margin ​ 31 ​ 28 ​ 30 ​ ​ ​ ​ Operating income ​ 16 ​ 12 ​ 14 ​ ​ ​ ​ Net Sales – Our Component Products Segment’s net sales increased $12.4 million in 2025 compared to 2024 primarily due to higher security products components sales to the government security market and higher marine components sales to various markets including the towboat, government and industrial market.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 – We reported a net loss attributable to Valhi stockholders of $9.9 million or $.35 per diluted share in 2023 compared to net income of $87.2 million or $3.06 per diluted share in 2022.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 – We reported net income attributable to Valhi stockholders of $108.0 million or $3.79 per diluted share in 2024 compared to a net loss of $9.9 million or $.35 per diluted share in 2023.
Other Components of Net Periodic Pension and OPEB Expense – We recognized other components of net periodic pension and OPEB expense of $2.6 million in 2024, $11.8 million in 2023 and $13.9 million in 2022.
Other Components of Net Periodic Pension and OPEB Expense – We recognized other components of net periodic pension and OPEB expense of $32.7 million in 2025, $2.6 million in 2024 and $11.8 million in 2023.
Goodwill – Our net goodwill totaled $382.3 million at December 31, 2024 primarily resulting from our various step acquisitions of Kronos and NL (which occurred before the implementation of the current accounting standards related to noncontrolling interest) and to a lesser extent CompX’s purchase of various businesses and Kronos’ purchase of the remaining 50% interest in LPC in 2024.
Goodwill – Our net goodwill related to our Chemicals Segment totaled $355.2 million at December 31, 2025 primarily resulting from our various step acquisitions of Kronos and NL (which occurred before the implementation of the current accounting standards related to noncontrolling interest) and Kronos’ purchase of the remaining 50% interest in LPC in 2024.
Cost of Sales and Gross Margin – Our Component Products Segment’s cost of sales decreased in 2024 compared to 2023 primarily due to the effects of lower sales at both security products and marine components partially offset by higher production costs across both reporting units.
Our Component Products Segment’s cost of sales decreased in 2024 compared to 2023 primarily due to the effects of lower sales at both security products and marine components partially offset by higher production costs across both reporting units. As a result, our Component Products Segment’s cost of sales as a percentage of net sales increased over the same period.
At December 31, 2024, approximately 65%, 14%, 7% and 11% 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, Norway, respectively. We use several different discount rate assumptions in determining our consolidated defined benefit pension plan obligation and expense.
We also eliminate any such intercompany borrowings in our Consolidated Financial Statements. There is $.5 million outstanding under this facility at December 31, 2024. ​ We had an unsecured revolving demand promissory note with Kronos which, as amended, provided for borrowings from Kronos of up to $25 million. We had no borrowings with Kronos in 2022, 2023 and 2024.
We also eliminate any such intercompany borrowings in our Consolidated Financial Statements. There is $.5 million outstanding under this facility at December 31, 2025. We have an unsecured revolving demand promissory note with CompX which, as amended, provides for borrowings from CompX of up to $25 million. We eliminate these intercompany borrowings in our Consolidated Financial Statements.
BMI previously, through wholly-owned subsidiaries, also was responsible for the delivery of water to the City of Henderson and various other users through September 2022, and provided utility services to certain industrial customers prior to December 2023. ​ - 39 - ‌ ​ Operations Overview Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 – We reported net income attributable to Valhi stockholders of $108.0 million or $3.79 per diluted share in 2024 compared to a net loss of $9.9 million or $.35 per diluted share in 2023.
Prior to 2023, BMI was responsible for the delivery of water to the City of Henderson and various other users and provided utility services to certain industrial customers. ​ - 37 - ‌ ​ Operations Overview Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 – We reported a net loss attributable to Valhi stockholders of $57.6 million or $2.02 per diluted share in 2025 compared to net income of $108.0 million or $3.79 per diluted share in 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

15 edited+2 added−1 removed9 unchanged
Biggest changeSee Note 9 to our Consolidated Financial Statements. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Indebtedness Amount Year end ​ ​ ​ Carrying ​ Fair ​ interest ​ Maturity ​ ​ value ​ value ​ rate ​ date ​ ​ (In millions) ​ ​ ​ ​ Fixed-rate indebtedness: ​ ​ ​ ​ ​ ​ Kronos fixed-rate 9.50% Senior Secured Notes due 2029 ​ $ 365.4 ​ $ 403.4 ​ 9.50% ​ 2029 Kronos fixed-rate 3.75% Senior Secured Notes due 2025 ​ ​ 78.3 ​ ​ 77.9 ​ 3.75% ​ 2025 LandWell bank note payable ​ 11.4 ​ 11.4 4.76% 2036 Total fixed-rate indebtedness ​ $ 455.1 ​ $ 492.7 8.39% ​ ​ ​ Variable-rate indebtedness - Kronos 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 9 and 19 to our Consolidated Financial Statements. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Indebtedness Amount ​ ​ ​ Year end ​ ​ ​ ​ ​ ​ Carrying ​ Fair ​ interest ​ Maturity ​ ​ value ​ value ​ rate ​ date ​ ​ (In millions) ​ ​ ​ ​ Fixed-rate indebtedness: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Kronos fixed-rate 9.50% Senior Secured Notes due 2029 ​ $ 503.7 ​ $ 469.9 ​ 9.50% ​ 2029 LandWell bank note payable ​ 10.7 ​ 10.7 4.76% 2036 Total fixed-rate indebtedness ​ $ 514.4 ​ $ 480.6 9.40% ​ 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.
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.
Earnings are primarily affected by fluctuations in the value - 65 - ‌ ​ 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.
See Notes 1 and 19 to our Consolidated Financial Statements for a discussion of the assumptions we used to estimate the fair value of the financial instruments to which we are a party at December 31, 2023 and 2024. Raw Materials – Our Chemicals Segment is exposed to market risk from changes in commodity prices relating to our raw materials.
See Notes 1 and 19 to our Consolidated Financial Statements for a discussion of the assumptions we used to estimate the fair value of the financial instruments to which we are a party at December 31, 2024 and 2025. Raw Materials – Our Chemicals Segment is exposed to market risk from changes in commodity prices relating to our raw materials.
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 material contracts contain fixed quantities we are required to purchase, or specify a range of quantities within which we are required to purchase.
The following table presents principal amounts and weighted average interest rates for our aggregate outstanding indebtedness at December 31, 2024.
The following table presents principal amounts and weighted average interest rates for our aggregate outstanding indebtedness at December 31, 2025.
In addition, at December 31, 2024, Kronos has a $53.7 million subordinated, unsecured term loan payable to a related party, Contran, due September 2029, and Valhi has $44.6 million outstanding on an unsecured revolving credit facility with Contran.
In addition, at December 31, 2025, Kronos has a $53.7 million subordinated, unsecured term loan payable to a related party, Contran, due September 2029, and Valhi has $23.6 million outstanding on an unsecured revolving credit facility with Contran.
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.
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.
At December 31, 2024, our aggregate indebtedness was comprised primarily of Kronos’ fixed-rate, euro-denominated KII 9.50% 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. The Kronos Global Revolver is a variable-rate instrument.
At December 31, 2025, our aggregate indebtedness was comprised primarily of Kronos’ fixed-rate, euro-denominated KII 9.50% Senior Secured Notes due 2029. The fixed-rate debt instruments minimize earnings volatility that would result from changes in interest rates. The Kronos Global Revolver is a variable-rate instrument, and Kronos had no borrowings outstanding at December 31, 2025.
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 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), and (iii) relative changes in the aggregate fair value of currency forward contracts held from time to time.
Information shown below for Kronos’ 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 Kronos’ 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 Kronos’ 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 Kronos’ 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 Kronos’ euro-denominated KII 9.5% Senior Secured Notes due 2029 (exclusive of unamortized bond premium and debt issuance costs).
The above discussion and estimated sensitivity analysis amounts include forward-looking statements of market risk which assume hypothetical changes in market prices. 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. - 70 - ‌ ​
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.
Consequently, the translated U.S. dollar value of our non-U.S. sales and operating results are subject to currency exchange rate fluctuations which may favorably or unfavorably impact reported earnings.
Certain raw materials used worldwide, primarily titanium-containing feedstocks, are purchased primarily in U.S. dollars, while labor and other production and administrative costs are purchased primarily in local currencies. Consequently, the translated U.S. dollar value of our non-U.S. sales and operating results are subject to currency exchange rate fluctuations which may favorably or unfavorably impact reported earnings.
Contrary to the above assumptions, changes in interest rates rarely result in simultaneous comparable shifts along the yield curve. Accordingly, the amounts we present above are not necessarily an accurate reflection of the potential losses we would incur assuming the hypothetical changes in market prices were actually to occur.
Accordingly, the amounts we present above are not necessarily an accurate reflection of the potential losses we would incur assuming the hypothetical changes in market prices were actually to occur. - 66 - ‌ ​ The above discussion and estimated sensitivity analysis amounts include forward-looking statements of market risk which assume hypothetical changes in market prices.
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 Kronos’ 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 19 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 Kronos’ Senior Secured Notes due 2029, as such indebtedness is denominated in euros.
Removed
Certain raw materials used worldwide, primarily titanium-containing feedstocks, are purchased primarily in U.S. dollars, while labor and other production and administrative costs are purchased primarily in local - 69 - ‌ ​ currencies.
Added
However, we may enter into such contracts in the future to manage our currency exchange rate risk. In the first quarter of 2025, Kronos entered into a currency forward contract in order to manage currency exchange rate risk associated with the maturity in September 2025 of its €75 million 3.75% Senior Secured Notes due 2025.
Added
Contrary to the above assumptions, changes in interest rates rarely result in simultaneous comparable shifts along the yield curve.

Other VHI 10-K year-over-year comparisons