Kronos Worldwide Inc 10-Q for FY2026 Q1
Kronos Worldwide Inc (KRO)
About this 10-Q
Kronos Worldwide Inc filed this 10-Q on May 6, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $509.8M
- up 4.1% from $489.8M a year earlier
- Net loss
- $4.8M
- compared with net income of $18.1M a year earlier
- Diluted EPS
- -$0.04
- compared with $0.16 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
OR
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
| ||
(State or other jurisdiction of | | (IRS Employer |
(Address of principal executive offices)
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | ☒ | |
Non-accelerated filer | ☐ | Smaller reporting company | |
Emerging growth company | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
Number of shares of the registrant’s common stock, $.01 par value per share, outstanding on May 1, 2026:
KRONOS WORLDWIDE, INC. AND SUBSIDIARIES
INDEX
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| | Page | |
|---|---|---|---|---|---|
Part I. | | FINANCIAL INFORMATION | |
| |
Item 1. | | Financial Statements | |
| |
| | Condensed Consolidated Balance Sheets - | | 3 | |
| | | 5 | ||
| | | 6 | ||
| | | 7 | ||
| | | 8 | ||
| | Notes to Condensed Consolidated Financial Statements (unaudited) | | 9 | |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 16 | ||
| | 25 | |||
| | 25 | |||
| | | |||
| | 25 | |||
| | 26 | |||
Items 2, 3, 4 and 5 of Part II are omitted because there is no information to report. | |
| |||
2
KRONOS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
ASSETS | | December 31, | | March 31, | ||
| | 2025 | | 2026 | ||
| | | | | (unaudited) | |
Current assets: |
| | |
| | |
Cash and cash equivalents | | $ | | | $ | |
Restricted cash | |
| | |
| |
Accounts and other receivables, net | |
| | |
| |
Inventories, net | |
| | |
| |
Prepaid expenses and other | |
| | |
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| | | | | | |
Total current assets | |
| | |
| |
| | | | | | |
Other assets: | |
| | |
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Restricted cash | |
| | |
| |
Marketable securities | |
| | |
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Operating lease right-of-use assets | |
| | |
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Deferred income taxes | |
| | |
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Goodwill | | | | | | |
Other | |
| | |
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| | | | | | |
Total other assets | |
| | |
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| | | | | | |
Property and equipment: | |
| | |
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Land | |
| | |
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Buildings | |
| | |
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Equipment | |
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Mining properties | |
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Construction in progress | |
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Less accumulated depreciation and amortization | |
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| | | | | | |
Net property and equipment | |
| | |
| |
| | | | | | |
Total assets | | $ | | | $ | |
3
KRONOS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(In millions)
LIABILITIES AND STOCKHOLDERS’ EQUITY | | December 31, | | March 31, | ||
| | 2025 | | 2026 | ||
| | | | | (unaudited) | |
Current liabilities: |
| | |
| | |
Accounts payable and accrued liabilities | | $ | | | $ | |
Income taxes | |
| | |
| |
| | | | | | |
Total current liabilities | |
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| |
| | | | | | |
Noncurrent liabilities: | |
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Long-term debt | |
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Accrued pension costs | |
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Operating lease liabilities | |
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Deferred income taxes | |
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Other | |
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| | | | | | |
Total noncurrent liabilities | |
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| | | | | | |
Stockholders’ equity: | |
| | |
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Common stock | |
| | |
| |
Additional paid-in capital | |
| | |
| |
Retained deficit | |
| ( | |
| ( |
Accumulated other comprehensive loss | |
| ( | |
| ( |
| | | | | | |
Total stockholders’ equity | |
| | |
| |
| | | | | | |
Total liabilities and stockholders’ equity | | $ | | | $ | |
Commitments and contingencies (Notes 11 and 13)
See accompanying notes to Condensed Consolidated Financial Statements.
4
KRONOS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
| | Three months ended | ||||
| | March 31, | ||||
| | 2025 | | 2026 | ||
| | (unaudited) | ||||
Net sales | | $ | | | $ | |
Cost of sales | |
| | |
| |
| | | | | | |
Gross margin | |
| | |
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| | | | | | |
Selling, general and administrative expense | |
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Other operating expense: | |
| | |
| |
Currency transactions, net | |
| ( | |
| ( |
Other operating expense, net | | | ( | | | ( |
| | | | | | |
Income from operations | |
| | |
| |
| | | | | | |
Other income (expense): | |
| | |
| |
Interest and dividend income | |
| | |
| |
Marketable equity securities | |
| ( | |
| |
Other components of net periodic pension and OPEB cost | |
| ( | |
| ( |
Interest expense | |
| ( | |
| ( |
| | | | | | |
Income (loss) before income taxes | |
| | |
| ( |
| | | | | | |
Income tax expense | |
| | |
| |
| | | | | | |
Net income (loss) | | $ | | | $ | ( |
| | | | | | |
Net income (loss) per basic and diluted share | | $ | | | $ | ( |
| | | | | | |
Weighted average shares used in the calculation of | |
| | |
| |
See accompanying notes to Condensed Consolidated Financial Statements.
5
KRONOS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)
| | Three months ended | ||||
| | March 31, | ||||
| | 2025 | | 2026 | ||
| | (unaudited) | ||||
Net income (loss) | | $ | | | $ | ( |
| | | | | | |
Other comprehensive income, net of tax: | |
| | |
| |
Currency translation | |
| | |
| |
Defined benefit pension plans | |
| | |
| |
| | | | | | |
Total other comprehensive income, net | |
| | |
| |
| | | | | | |
Comprehensive income (loss) | | $ | | | $ | ( |
See accompanying notes to Condensed Consolidated Financial Statements.
6
KRONOS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions)
| | Three months ended March 31, 2025 and 2026 (unaudited) | |||||||||||||
| | | | | | | | | | | Accumulated | | | | |
| | | | | Additional | | | | | other | | | | ||
| | Common | | paid-in | | Retained | | comprehensive | | | | ||||
| | stock | | capital | | deficit | | loss | | Total | |||||
Balance at December 31, 2024 | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
Net income | |
| - | |
| - | |
| | |
| - | |
| |
Other comprehensive income, net of tax | |
| - | |
| - | |
| - | |
| | |
| |
Dividends paid - $ | |
| - | |
| - | |
| ( | |
| - | |
| ( |
Balance at March 31, 2025 | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
| | | | | | | | | | | | | | | |
Balance at December 31, 2025 | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
Net loss | |
| - | |
| - | |
| ( | |
| - | |
| ( |
Other comprehensive income, net of tax | |
| - | |
| - | |
| - | |
| | |
| |
Dividends paid - $ | |
| - | |
| - | |
| ( | |
| - | |
| ( |
Balance at March 31, 2026 | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
See accompanying notes to Condensed Consolidated Financial Statements.
7
KRONOS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
| | Three months ended | ||||
| | March 31, | ||||
| | 2025 | | 2026 | ||
| | (unaudited) | ||||
Cash flows from operating activities: |
| | |
| | |
Net income (loss) | | $ | | | $ | ( |
Depreciation | |
| | |
| |
Amortization of operating lease right-of-use assets | |
| | |
| |
Deferred income taxes | |
| | |
| |
Benefit plan expense (less) greater than cash funding | |
| ( | |
| |
Marketable equity securities | |
| | |
| ( |
Other, net | |
| ( | |
| ( |
Change in assets and liabilities: | |
| | |
| |
Accounts and other receivables, net | |
| ( | |
| ( |
Inventories, net | |
| ( | |
| |
Prepaid expenses | |
| | |
| |
Accounts payable and accrued liabilities | |
| ( | |
| ( |
Income taxes | |
| | |
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Accounts with affiliates | |
| | |
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Other, net | | | | | | ( |
| | | | | | |
Net cash used in operating activities | |
| ( | |
| ( |
| | | | | | |
Cash flows from investing activities - capital expenditures | | | ( | |
| ( |
| | | | | | |
Cash flows from financing activities: | |
| | |
| |
Revolving credit facility: | |
| | |
| |
Borrowings | |
| | | | |
Payments | | | ( | | | ( |
Dividends paid | | | ( | | | ( |
| | | | | | |
Net cash provided by financing activities | |
| | |
| |
| | | | | | |
Cash, cash equivalents and restricted cash - net change from: |
| | |
| | |
Operating, investing and financing activities | | | ( | | | ( |
Effect of currency exchange rate changes on cash | |
| | |
| ( |
Balance at beginning of period | |
| | |
| |
| | | | | | |
Balance at end of period | | $ | | | $ | |
| | | | | | |
Supplemental disclosures: | |
| | |
| |
Cash paid for: | |
| | |
| |
Interest, net of amount capitalized | | $ | | | $ | |
Income taxes | |
| | |
| |
Accrual for capital expenditures | |
| | |
| |
See accompanying notes to Condensed Consolidated Financial Statements.
8
KRONOS WORLDWIDE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026
(unaudited)
Note 1 - Organization and basis of presentation:
Organization - At March 31, 2026 Valhi, Inc. (NYSE: VHI) held approximately
Basis of presentation - The unaudited Condensed Consolidated Financial Statements contained in this Quarterly Report have been prepared on the same basis as the audited Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025 that we filed with the Securities and Exchange Commission (“SEC”) on March 9, 2026 (“2025 Annual Report”). In our opinion, we have made all necessary adjustments (which include only normal recurring adjustments), in order to state fairly, in all material respects, our consolidated financial position, results of operations and cash flows as of the dates and for the periods presented. We have condensed the Consolidated Balance Sheet at December 31, 2025 contained in this Quarterly Report as compared to our audited Consolidated Financial Statements at that date, and we have omitted certain information and footnote disclosures (including those related to the Consolidated Balance Sheet at December 31, 2025) normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Our results of operations for the interim period ended March 31, 2026 may not be indicative of our operating results for the full year. The Condensed Consolidated Financial Statements contained in this Quarterly Report should be read in conjunction with our 2025 Consolidated Financial Statements contained in our 2025 Annual Report.
Unless otherwise indicated, references in this report to “we,” “us” or “our” refer to Kronos Worldwide, Inc. and its subsidiaries (NYSE: KRO) taken as a whole.
Note 2 - TiO2 segment information:
Our chief operating decision maker (“CODM”) evaluates the TiO2 segment’s operating performance based on net income (loss) and segment profit (a non-GAAP measure), which we define as net income (loss) before income tax expense and certain general corporate items. These general corporate items include corporate expense and the components of other income (expense) except for trade interest income. Differences between
9
| | Three months ended | ||||
| | March 31, | ||||
| | 2025 | | 2026 | ||
| | (In millions) | ||||
Net sales | | $ | | | $ | |
| |
| | |
| |
Segment profit | | $ | | | $ | |
Corporate expenses | | | ( | | | ( |
Corporate interest and dividend income | |
| | |
| |
Marketable equity securities | |
| ( | |
| |
Other components of net periodic pension and OPEB cost | | | ( | | | ( |
Interest expense | | | ( | | | ( |
Income tax expense | | | ( | | | ( |
Net income (loss) | | $ | | | $ | ( |
Note 3 - Accounts and other receivables, net:
| | December 31, | | March 31, | ||
| | 2025 | | 2026 | ||
| | (In millions) | ||||
Trade receivables | | $ | | | $ | |
Recoverable VAT and other receivables | |
| | |
| |
Receivables from affiliates | | | | | | |
Income taxes receivable from Valhi | | | | | | |
Other | | | | | | |
Refundable income taxes | |
| | |
| |
Allowance for doubtful accounts | |
| ( | |
| ( |
Total | | $ | | | $ | |
Note 4 - Inventories, net:
| | December 31, | | March 31, | ||
| | 2025 | | 2026 | ||
| | (In millions) | ||||
Raw materials | | $ | | | $ | |
Work in process | |
| | |
| |
Finished products | |
| | |
| |
Supplies | |
| | |
| |
Total | | $ | | | $ | |
Note 5 - Marketable securities:
Our marketable securities consist of investments in the publicly-traded shares of our related party, Valhi. Our marketable securities are accounted for as available-for-sale securities, which are carried at fair value using quoted market prices in active markets for each marketable security and represent a Level 1 input within the fair value hierarchy. Unrealized gains or losses on equity securities are recognized in other income (expense) - marketable equity securities on our Condensed Consolidated Statements of Operations.
10
| | Fair value | | | | | | | | | |
| | measurement | | Market | | Cost | | Unrealized | |||
Marketable security | | level | | value | | basis | | loss | |||
| | |
| (In millions) | |||||||
December 31, 2025: |
| |
| | |
| | |
| | |
Valhi common stock |
| 1 | | $ | | | $ | | | $ | ( |
| | | | | | | | | | | |
March 31, 2026: | | | |
| | |
| | |
| |
Valhi common stock |
| 1 | | $ | | | $ | | | $ | ( |
At December 31, 2025 and March 31, 2026, we held approximately
The Valhi common stock we own is subject to the restrictions on resale pursuant to certain provisions of the SEC Rule 144. In addition, as a majority-owned subsidiary of Valhi we cannot vote our shares of Valhi common stock under Delaware General Corporation Law, but we do receive dividends from Valhi on these shares when declared and paid.
Note 6 - Long-term debt:
| | December 31, | | March 31, | ||
| | 2025 | | 2026 | ||
| | (In millions) | ||||
Kronos International, Inc. | | $ | | | $ | |
Subordinated, Unsecured Term Loan from Contran | |
| | |
| |
Revolving credit facility | | | - | | | |
Total debt | |
| | |
| |
Less current maturities | |
| - | |
| - |
Total long-term debt | | $ | | | $ | |
Revolving credit facility (the “Global Revolver”) - During the first three months of 2026, we borrowed $
Other - We are in compliance with all of our debt covenants at March 31, 2026.
Note 7 - Accounts payable and accrued liabilities:
| | December 31, | | March 31, | ||
| | 2025 | | 2026 | ||
| | (In millions) | ||||
Accounts payable | | $ | | | $ | |
Accrued sales discounts and rebates | |
| | |
| |
Employee benefits | |
| | |
| |
Payables to affiliates: | | | | | | |
Contran | | | | | | |
Accrued severance costs | | | | | | |
|
| | |
| | |
Other | |
| | |
| |
Total | | $ | | | $ | |
See Note 15 for additional information related to accrued severance costs.
11
Note 8 - Other noncurrent liabilities:
| | December 31, | | March 31, | ||
| | 2025 | | 2026 | ||
| | (In millions) | ||||
Asset retirement obligations | | $ | | | $ | |
Accrued postretirement benefits | | | | | | |
Employee benefits | |
| | |
| |
Other | |
| | |
| |
Total | | $ | | | $ | |
Note 9 - Revenue recognition:
The following table disaggregates our net sales by place of manufacture (point of origin) and to the location of the customer (point of destination), which are the categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
| | Three months ended | ||||
| | March 31, | ||||
| | 2025 | | 2026 | ||
| | (In millions) | ||||
Net sales - point of origin: | | | | | | |
United States | | $ | | | $ | |
Germany | |
| | |
| |
Canada | |
| | |
| |
Norway | |
| | |
| |
Belgium | |
| | |
| |
Eliminations | |
| ( | |
| ( |
Total | | $ | | | $ | |
| | | | | | |
Net sales - point of destination: | |
| | |
| |
Europe | | $ | | | $ | |
North America | |
| | |
| |
Other | |
| | |
| |
Total | | $ | | | $ | |
Note 10 - Employee benefit plans:
The components of net periodic defined benefit pension cost are presented in the table below.
| Three months ended | |||||
| | March 31, | ||||
| | 2025 | | 2026 | ||
| | (In millions) | ||||
Net periodic pension cost (income): |
| | |
| | |
Service cost | | $ | | | $ | |
Interest cost | |
| | |
| |
Expected return on plan assets | |
| ( | |
| ( |
Recognized actuarial losses | |
| | |
| |
Total | | $ | | | $ | |
We expect our 2026 contributions for our pension plans to be approximately $
12
Note 11 - Income taxes:
The provision for income taxes and the difference between such provision for income taxes and the amount that would be expected using the U.S. federal statutory income tax rate of
| | Three months ended | ||||
| | March 31, | ||||
| | 2025 | | 2026 | ||
| | (In millions) | ||||
U.S. federal statutory tax rate | | $ | | | $ | ( |
Foreign tax effects: | |
| | |
| |
Germany | |
| | |
| |
Belgium: | | | | | | |
Changes in valuation allowances | | | | | | |
Other foreign jurisdictions | | | | | | |
Effect of cross-border tax laws: | | | | | | |
Net controlled-foreign-corporation tested income | | | | | | |
Incremental tax benefit on losses of subsidiary | | | ( | | | ( |
Changes in valuation allowances | | | | | | - |
Changes in unrecognized tax benefits | | | | | | |
Income tax expense | | $ | | | $ | |
The amount shown in the preceding table of our income tax rate reconciliation for incremental tax benefit on losses of subsidiary represents current and deferred U.S. income tax benefits attributable to one of our non-U.S. subsidiaries which is treated as a dual resident for U.S. income tax purposes.
On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the United States. It did not have a material impact on our consolidated financial statements.
Tax authorities are examining certain of our U.S. and non-U.S. tax returns and may propose tax deficiencies, including penalties and interest. In March 2026, we received notices of assessment from the German tax authorities for tax years 2019 through 2021. We disagree with the assessments and have filed notice of appeal. However, due to the uncertainty of the appeal and the complexity of the appeal process, during the first quarter of 2026 we recorded net income tax expense of $
We believe we have adequate accruals for additional taxes and related interest expense which could ultimately result from tax examinations. We believe the ultimate disposition of tax examinations should not have a material adverse effect on our consolidated financial position, results of operations or liquidity.
13
Note 12 - Stockholders’ equity:
Changes in accumulated other comprehensive loss are presented in the table below. See Note 10 for discussion of our defined benefit pension plans.
| | Three months ended | ||||
| | March 31, | ||||
| | 2025 | | 2026 | ||
| | (In millions) | ||||
Accumulated other comprehensive loss, net of tax: |
| | |
| | |
Currency translation: |
| | |
| | |
Balance at beginning of period | | $ | ( | | $ | ( |
Other comprehensive income | |
| | |
| |
Balance at end of period | | $ | ( | | $ | ( |
| | | | | | |
Defined benefit pension plans: | |
| | |
| |
Balance at beginning of period | | $ | ( | | $ | ( |
Other comprehensive income - amortization | |
| | |
| |
Balance at end of period | | $ | ( | | $ | ( |
| | | | | | |
OPEB plans: | |
| | |
| |
Balance at beginning and end of period | | $ | | | $ | |
| | | | | | |
Total accumulated other comprehensive loss: | |
| | |
| |
Balance at beginning of period | | $ | ( | | $ | ( |
Other comprehensive income | |
| | |
| |
Balance at end of period | | $ | ( | | $ | ( |
Note 13 - Commitments and contingencies:
We are involved in various environmental, contractual, product liability, patent (or intellectual property), employment and other claims and disputes incidental to our business. At least quarterly our management discusses and evaluates the status of any pending litigation to which we are a party. The factors considered in such evaluation include, among other things, the nature of such pending cases, the status of such pending cases, the advice of legal counsel and our experience in similar cases (if any). Based on such evaluation, we make a determination as to whether we believe (i) it is probable a loss has been incurred, and if so if the amount of such loss (or a range of loss) is reasonably estimable, or (ii) it is reasonably possible but not probable a loss has been incurred, and if so if the amount of such loss (or a range of loss) is reasonably estimable, or (iii) the probability a loss has been incurred is remote. We have not accrued any amounts for litigation matters because it is not reasonably possible, we have incurred a loss that would be material to our consolidated financial statements, results of operations or liquidity.
14
Note 14 - Financial instruments:
See Note 5 for information on how we determine fair value of our marketable securities.
The following table presents the financial instruments that are not carried at fair value but which require fair value disclosure:
| December 31, 2025 | | March 31, 2026 | ||||||||
| Carrying | | Fair | | Carrying | | Fair | ||||
| amount | | value | | amount | | value | ||||
| (In millions) | ||||||||||
Cash, cash equivalents and restricted cash | $ | | | $ | | | $ | | | $ | |
Long-term debt: |
| | |
| | |
| | |
| |
Fixed rate | | | | | | | | | | | |
Revolving credit facility | | - | | | - | | | | | | |
At December 31, 2025 and March 31, 2026, the estimated market price of our
Note 15 – Restructuring costs:
In the fourth quarter of 2025, we initiated a restructuring plan through workforce reductions which is supporting an improved current and longer-term cost structure. These workforce reductions impacted approximately
A summary of the activity in our accrued restructuring costs for the first three months of 2026 is shown in the table below:
| | |
| Amount | |
| (in millions) | |
| | |
Accrued workforce reduction costs at December 31, 2025 | $ | |
Workforce reduction costs accrued | | - |
Workforce reduction costs paid | | ( |
Currency translation adjustments, net | | ( |
Current liability at March 31, 2026 | $ | |
Note 16 - Recent accounting pronouncements:
In November 2024, the FASB issued ASU No. 2024-03, Reporting Comprehensive Income - Expense Disaggregation Disclosures. The ASU requires additional information about specific expense categories in the notes to financial statements for both interim and annual reporting periods. The ASU is effective for us beginning with our 2027 Annual Report, and for interim reporting, in the first quarter of 2028, with early adoption permitted. We are in the process of evaluating the additional disclosure requirements.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Business overview
We are a leading global producer and marketer of value-added titanium dioxide pigments (“TiO2”). TiO2 is used for a variety of manufacturing applications, including paints, plastics, paper and other industrial and specialty products. For the three months ended March 31, 2026, approximately 40% of our sales volumes were sold into European markets. Our production facilities are located in Europe and North America.
We consider TiO2 to be a “quality of life” product, with demand affected by gross domestic product, or GDP, and overall economic conditions in our markets located in various regions of the world. Over the long-term, we expect demand for TiO2 will grow by 2% to 3% per year, consistent with our expectations for the long-term growth in GDP. However, even if we and our competitors maintain consistent shares of the worldwide market, demand for TiO2 in any interim or annual period may not change in the same proportion as the change in GDP, in part due to relative changes in the TiO2 inventory levels of our customers. We believe our customers’ inventory levels are influenced in part by their expectation for future changes in TiO2 selling prices as well as their expectation for future availability of product. Although certain of our TiO2 grades are considered specialty pigments, the majority of our grades and substantially all of our production are considered commodity pigment products with price and availability being the most significant competitive factors along with product quality and customer and technical support services.
The factors having the most impact on our reported operating results are:
| ● | TiO2 selling prices, |
| ● | TiO2 sales and production volumes, |
| ● | Manufacturing costs, particularly raw materials such as third-party feedstock, maintenance and energy-related expenses, and |
| ● | Currency exchange rates (particularly the exchange rate for the U.S. dollar relative to the euro, the Norwegian krone and the Canadian dollar and the euro relative to the Norwegian krone). |
Our key performance indicators are our TiO2 average selling prices, our level of TiO2 sales and production volumes and the cost of titanium-containing feedstock purchased from third parties. TiO2 selling prices generally follow industry trends, and selling prices will increase or decrease generally as a result of competitive market pressures.
Executive summary
We reported a net loss of $4.8 million, or $.04 per share, in the first quarter of 2026 compared to net income of $18.1 million, or $.16 per share, in the first quarter of 2025. Net income decreased in the first quarter of 2026 compared to the prior year period primarily due to lower income from operations as a result of lower average TiO2 selling prices and lower production volumes, partially offset by higher sales volumes and lower production costs driven primarily by cost reduction initiatives implemented in the fourth quarter of 2025 to structurally realign our operations, as well as lower raw material and energy costs. Comparability of our results was also impacted by the effects of changes in currency exchange rates.
Our net loss for the three months ended March 31, 2026 includes an income tax expense of $2.0 million ($.02 per share) to recognize an uncertain tax position related to a German tax audit.
Forward-looking information
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Statements in this Quarterly Report on Form 10-Q that are not historical facts are forward-looking in nature and represent management’s beliefs and assumptions based on currently available information. In some cases you can identify forward-looking statements by the use of words such as “believes,” “intends,” “may,” “should,” “could,” “anticipates,” “expects” or comparable terminology, or by discussions of strategies or trends. Although we believe the expectations reflected in such forward-looking statements are reasonable, we do not know if these expectations will be correct. Such statements by their nature involve substantial risks and uncertainties that could significantly impact expected results. Actual future results could differ materially from those predicted. The factors that could cause our actual future results to differ materially from those described herein are the risks and uncertainties discussed
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in this Quarterly 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 our operations and realize expected synergies and innovations; |
| ● | The extent of the dependence of certain of our businesses on certain market sectors; |
| ● | The cyclicality of our business; |
| ● | Customer and producer inventory levels; |
| ● | Unexpected or earlier-than-expected industry capacity expansion; |
| ● | Changes in raw material and other operating costs (such as energy and ore costs); |
| ● | 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 or reduce demand or perceived demand for our TiO2 products 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; |
| ● | Potential consolidation of our customers; |
| ● | The impact of pricing and production decisions; |
| ● | Competitive technology positions; |
| ● | The introduction of new, or changes in existing tariffs, trade barriers or trade disputes; |
| ● | 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; |
| ● | Our ability to renew or refinance credit facilities or other debt instruments in the future; |
| ● | Changes in interest rates; |
| ● | Our ability to comply with covenants contained in our revolving bank credit facility; |
| ● | 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; |
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| ● | Environmental matters (such as those requiring compliance with emission and discharge standards for existing and new facilities); |
| ● | Government laws and regulations and possible changes therein including new environmental, sustainability, health and safety, or other regulations (such as those seeking to limit or classify TiO2 or its use); and |
| ● | Pending or possible future litigation or other actions. |
Should one or more of these risks materialize (or the consequences of such a development worsen), or should the underlying assumptions prove incorrect, actual results could differ materially from those forecasted or expected. We disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of changes in information, future events or otherwise.
Results of operations
Current industry conditions
We started 2026 with average TiO2 selling prices lower than at the beginning of 2025; however, our average TiO2 selling prices increased 2% during the first quarter of 2026. Our average TiO2 selling prices in the first quarter of 2026 were 6% lower than average TiO2 selling prices during the first quarter of 2025. Overall, our sales volumes increased in the first quarter of 2026 compared to the same period in 2025 due to higher overall sales volumes in the North American, Latin American and export markets partially offset by lower sales volumes in our European market.
During the fourth quarter of 2025, we implemented cost reduction initiatives, including workforce reductions and other measures, to permanently improve our cost structure and enable more efficient operation of our facilities at lower production rates for extended periods. As a result, beginning in the first quarter of 2026, our normal production capacity range has been adjusted to reflect our production capabilities under this new cost structure.
Excluding the effect of changes in currency exchange rates, our cost of sales per metric ton of TiO2 sold in the first quarter of 2026 was lower as compared to the first quarter of 2025 due to decreases in per metric ton production costs driven primarily by the cost reduction initiatives discussed above, as well as lower raw material and energy costs.
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Quarter ended March 31, 2026 compared to the quarter ended March 31, 2025
| | | Three months ended March 31, | | |||||||
| | | 2025 | | 2026 |
| |||||
| | | (Dollars in millions) |
| |||||||
Net sales | | $ | 489.8 | | 100 | % | $ | 509.8 | | 100 | % |
Cost of sales |
| | 383.0 |
| 78 | |
| 426.5 |
| 84 | |
Gross margin |
| | 106.8 |
| 22 | |
| 83.3 |
| 16 | |
Selling, general and administrative expense |
| | 61.6 |
| 13 | |
| 63.6 |
| 12 | |
Other operating expense: |
| | |
| | |
| |
| | |
Currency transactions, net |
| | (4.3) |
| 1 | |
| (5.4) |
| 1 | |
Other operating expense, net |
| | (2.5) |
| - | |
| (1.7) |
| - | |
Income from operations |
| | 38.4 |
| 8 | | | 12.6 |
| 3 | |
Corporate expense and trade interest income, net | | | 3.2 | | 1 | | | 2.5 | | - | |
Segment profit (1) | | $ | 41.6 | | 9 | % | $ | 15.1 | | 3 | % |
| | | | | | | | | | | |
|
| | | | | | | | | % Change | |
TiO2 operating statistics: |
| | |
| | |
| |
| | |
Sales volumes* |
| | 136 |
| | |
| 142 | | 4 | % |
Production volumes* |
| | 143 |
| | |
| 128 | | (10) | % |
Percentage change in net sales: |
| | |
| | |
| |
| | |
TiO2 sales volumes |
| | | | | |
| |
| 4 | % |
TiO2 product pricing |
| | |
| | |
| |
| (6) | |
TiO2 product mix/other |
| | |
| | |
| |
| - | |
Changes in currency exchange rates |
| | |
| | |
| |
| 6 | |
Total |
| | | | | |
| |
| 4 | % |
* | Thousands of metric tons |
(1) We use segment profit to assess the performance of our TiO2 operations. Segment profit is defined as net income (loss) before income tax expense and certain general corporate items. The general corporate items include corporate expense and the components of other income (expense) except for trade interest income.
Net sales - Net sales in the first quarter of 2026 increased 4%, or $20.0 million, compared to the first quarter of 2025 primarily due to the effects of a 4% increase in sales volumes (which increased net sales by approximately $20 million) and the favorable impact of changes in currency exchange rates (primarily the euro) which we estimate increased our net sales by approximately $30 million. These increases were partially offset by a 6% decrease in average TiO2 selling prices (which decreased net sales by approximately $30 million). TiO2 selling prices will increase or decrease generally as a result of competitive market pressures, changes in the relative level of supply and demand as well as changes in raw material and other manufacturing costs.
Our sales volumes increased 4% in the first quarter of 2026 as compared to the first quarter of 2025 primarily due to higher sales volumes in our North American, Latin American and export markets partially offset by lower sales volumes in our European market. The incremental market share gains we achieved in our European market during the second half of 2025, primarily as a result of competitor plant closures, continued into the first quarter of 2026. However, gains were not sufficient to offset the underlying decline in overall European demand.
Cost of sales and gross margin - Cost of sales increased by $43.5 million, or 11%, in the first quarter of 2026 compared to the first quarter of 2025 due to the effects of a 4% increase in sales volumes and the unfavorable impact from changes in currency exchange rates, partially offset by lower production costs driven primarily by the cost reduction initiatives as well as lower raw material and energy costs. In addition, unabsorbed fixed costs were not material in the first quarter of 2026 compared to $10 million of unabsorbed fixed costs in the first quarter of 2025.
Our cost of sales as a percentage of net sales increased to 84% in the first quarter of 2026 compared to 78% in the same period of 2025, as the unfavorable impact of lower average TiO2 selling prices more than offset the favorable effects of lower production costs.
Gross margin as a percentage of net sales decreased to 16% in the first quarter of 2026 compared to 22% in the first quarter of 2025. As discussed and quantified above, our gross margin as a percentage of net sales decreased primarily due to the net effects of higher sales volumes, lower average TiO2 selling prices, lower production costs and changes in currency exchange rates.
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Selling, general and administrative expense - Selling, general and administrative expense increased $2.0 million, or 3%, in the first quarter of 2026 compared to the first quarter of 2025 as the negative impact of currency exchange rates exceeded the benefits of lower costs during the quarter. Excluding the effects of currency exchange rates, we realized lower selling, general and administrative expenses as a result of (i) realization of cost savings as a result of the fourth quarter of 2025 restructuring, (ii) lower warehousing costs due to lower average finished products inventory volumes and (iii) non-recurring distribution costs incurred in the first quarter of 2025 associated with tariff mitigation strategies. Selling, general and administrative expense as a percentage of net sales decreased to 12% in the first quarter of 2026 compared to 13% in the first quarter of 2025 due to the effects of higher sales.
Segment profit - Segment profit decreased by $26.5 million to $15.1 million in the first quarter of 2026 compared to $41.6 million in the first quarter of 2025, primarily as a result of the factors impacting gross margin discussed above. We estimate that changes in currency exchange rates decreased segment profit by approximately $6 million in the first quarter of 2026 compared to the same period in 2025, as discussed in the effects of currency exchange rates section below.
Other non-operating income (expense) - Interest expense in the first quarter of 2026 increased by $2.7 million compared to the first quarter of 2025 primarily due to higher average debt balances and higher interest rates. See Note 6 to our Condensed Consolidated Financial Statements. We recognized an unrealized gain of $.3 million in the first quarter of 2026 related to the change in marketable equity securities compared to an unrealized loss of $1.0 million in the same period of 2025.
Income tax expense - We recognized income tax expense of $2.8 million in the first quarter of 2026 compared to income tax expense of $7.6 million in the first quarter of 2025. The decrease is primarily due to lower earnings in the first quarter of 2026 and the jurisdictional mix of such earnings somewhat offset by a net uncertain tax position of $2.0 million recognized in the first quarter of 2026. Our earnings and losses are subject to income tax in various U.S. and non-U.S. jurisdictions, and the income tax rates applicable to the pre-tax earnings (losses) of our non-U.S. operations are generally higher than the income tax rates applicable to our U.S. operations. We would generally expect our overall effective tax rate, excluding the effect of any increase or decrease in our deferred income tax asset valuation allowance, changes in our reserve for uncertain tax positions, or tax rate changes to be higher than the U.S. federal statutory tax rate of 21% primarily because of our sizeable non-U.S. operations. See Note 11 to our Condensed Consolidated Financial Statements.
Effects of currency exchange rates
We have substantial operations and assets located outside the United States (primarily in Germany, Belgium, Norway and Canada). The majority of our sales from non-U.S. operations are denominated in currencies other than the U.S. dollar, principally the euro, other major European currencies and the Canadian dollar. A portion of our sales generated from our non-U.S. operations is denominated in the U.S. dollar (and consequently our non-U.S. operations will generally hold U.S. dollars from time to time). Certain raw materials used in all our 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. Consequently, the translated U.S. dollar value of our non-U.S. sales and operating results are subject to currency exchange rate fluctuations which may favorably or unfavorably impact reported earnings and may affect the comparability of period-to-period operating results. In addition to the impact of the translation of sales and expenses over time, our non-U.S. operations also generate currency transaction gains and losses which primarily relate to (i) the difference between the currency exchange rates in effect when non-local currency sales or operating costs (primarily U.S. dollar denominated) are initially accrued and when such amounts are settled with the non-local currency, (ii) changes in currency exchange rates during time periods when our non-U.S. operations are holding non-local currency (primarily U.S. dollars), and (iii) relative changes in the aggregate fair value of currency forward contracts held from time to time. We periodically use currency forward contracts to manage a portion of our currency exchange risk, and relative changes in the aggregate fair value of any currency forward contracts we hold from time to time serves in part to mitigate the currency transaction gains or losses we would recognize from the first two items described above.
Fluctuations in currency exchange rates had the following effects on our sales and income from operations for the periods indicated.
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Impact of changes in currency exchange rates | |||||||||||||||
Three months ended March 31, 2026 vs March 31, 2025 | |||||||||||||||
| | | | | | | | | | | Translation | | Total | ||
| | | | | | | | | | | Gains/(losses) - | | currency | ||
|
| Transaction losses recognized | | impact of | | impact | |||||||||
| | 2025 | | 2026 | | Change | | rate changes | | 2026 vs 2025 | |||||
|
| | (In millions) | ||||||||||||
Impact on: |
| | |
| | |
| | |
| | |
| | |
Net sales | | $ | - | | $ | - | | $ | - | | $ | 30 | | $ | 30 |
Income from operations | |
| (4) | | | (5) | |
| (1) | |
| (5) | |
| (6) |
The $30 million increase in net sales (translation gains) was caused primarily by a weakening of the U.S. dollar relative to the euro, as our euro-denominated sales were translated into more U.S. dollars in 2026 as compared to 2025. The weakening of the U.S. dollar relative to the Canadian dollar and the Norwegian krone in 2026 did not have a significant effect on our net sales, as a substantial portion of the sales generated by our Canadian and Norwegian operations is denominated in the U.S. dollar.
The $6 million decrease in income from operations was comprised of the following:
| ● | Higher net currency transaction losses of approximately $1 million primarily caused by relative changes in currency exchange rates at each applicable balance sheet date between the U.S. dollar and the euro, Canadian dollar and the Norwegian krone, and between the euro and the Norwegian krone, which causes increases or decreases, as applicable, in U.S. dollar-denominated receivables and payables and U.S. dollar currency held by our non-U.S. operations, and in Norwegian krone denominated receivables and payables held by our non-U.S. operations. In the first quarter of 2025, we entered into a currency forward contract to purchase €25 million at an exchange rate of €1.05 per U.S. dollar. We recognized a $.9 million currency transaction gain which was included in our Condensed Consolidated Statement of Operations for the three months ended March 31, 2025, and |
| ● | Approximately $5 million from net currency translation losses primarily caused by a weakening of the U.S. dollar relative to the Canadian dollar, Norwegian krone and euro, as local currency-denominated operating costs were translated into more U.S dollars in 2026 as compared to 2025. The net translation gains from the favorable effects of the weaker U.S dollar on euro-denominated sales more than offset the negative effects on euro-denominated operating costs being translated into more U.S. dollars in 2026 as compared to 2025. |
Outlook
During the first quarter of 2026, sales volumes improved compared to the same period in 2025, primarily driven by higher sales volumes in our North American, Latin American, and export markets. While we gained market share in Europe as a result of competitor capacity reductions in 2025, these gains were not sufficient to offset further weakening end-market demand in the region. Although customers remain reluctant to build inventory, order lead times have increased, which provides us with greater flexibility in near- and intermediate-term production planning. Our order backlog at the beginning of 2026 was generally higher than the comparable prior-year period and has continued to show positive trends entering the second quarter. However, overall demand remains below historical levels, and the timing and sustainability of a broader market recovery remain uncertain. We implemented price increases during the first quarter of 2026; however, selling prices remain below 2025 levels, and additional price increases will be required to improve our operating margins.
During the fourth quarter of 2025, we implemented cost reduction initiatives, including workforce reductions and other measures, to permanently improve our cost structure and enable more efficient operation of our facilities at lower production rates for extended periods. We operated our facilities slightly below normal capacity during the first quarter of 2026. Our operating model balances improved cost efficiency with flexibility to respond to changes in demand. During the first quarter of 2026, we sold through higher cost inventory produced in the fourth quarter of 2025 and expect gross margin to improve as we realize the benefit of lower cost inventory produced during 2026.
Industry supply conditions tightened during the first quarter of 2026 due to the recent geopolitical conflict in the Middle East and related supply chain disruptions, including sulfuric acid pricing pressures, and higher energy costs, particularly in Europe. As a result, we are beginning to experience higher shipping and production costs driven primarily by increased energy, utility and raw material costs, especially in Europe. These cost pressures are expected to persist as long as uncertainty related to the conflict in the Middle East and broader global conditions continue. In response to rising costs, we implemented surcharges in most major markets and announced
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price increases effective in the second quarter of 2026. We expect TiO₂ selling prices to continue to rise during 2026, which would help mitigate increases in distribution, raw material, energy, and other production costs, although margins will remain below historical levels.
We are focused on improving operating margins through pricing actions, disciplined cost management, and continued execution of our operating cost structural realignment initiatives. We are also continuing to pursue targeted market share opportunities in regions and markets impacted by competitor curtailments, closures, logistical disruptions, or trade measures such as tariffs or duties that have reduced the competitiveness of low-cost imports. These actions are intended to support improved operating performance while maintaining flexibility in the event of continued demand volatility.
Liquidity and capital resources remain sufficient to support our operations and planned capital investments. While we typically experience significant seasonal cash usage in the first quarter, we expect cash on hand to improve over the remainder of the year. We will continue to actively manage working capital, including inventories and receivables, to bolster operating cash flows and maintain financial flexibility. We believe our revolver availability, combined with the absence of near-term debt maturities and improved operating cash flows, will provide adequate liquidity for expected working capital needs and capital allocation requirements.
Our expectations for the TiO2 industry and our operations are based on a number of factors outside our control. Our operations are affected by global and regional economic, political and regulatory factors, and we have experienced global market disruptions. Future impacts on our operations will depend on, among other things, future energy costs, the effect of newly enacted tariffs in jurisdictions where we or our customers and suppliers operate, our success in implementing mitigation strategies, and the impact of economic conditions, consumer confidence, and geopolitical events on our operations or our customers’ and suppliers’ operations, all of which remain uncertain and cannot be predicted.
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. In addition to the impact of the operating, investing and financing cash flows discussed below, changes in the amount of cash, cash equivalents and restricted cash we report from period to period can be impacted by changes in currency exchange rates, since a portion of our cash, cash equivalents and restricted cash is held by our non-U.S. subsidiaries.
Cash used in operating activities was $51.3 million in the first three months of 2026 compared to cash used of $102.4 million in the first three months of 2025. This $51.1 million decrease in the amount of cash used in operating activities was primarily due to the net effect of the following:
| ● | lower amount of net cash used associated with relative changes in our inventories, receivables, payables and accruals in 2026 of $70.6 million, |
| ● | lower income from operations in 2026 of $25.8 million, and |
| ● | higher cash paid for interest in 2026 of $6.5 million primarily due to increased debt levels and higher average interest rates relative to the comparable period in 2025 and the timing of interest payments. |
Changes in working capital were affected by accounts receivable and inventory changes. As shown below:
| ● | Our average days sales outstanding, or DSO, increased from December 31, 2025 to March 31, 2026 primarily due to the relative changes in the timing of sales and collections, and |
| ● | Our average days sales in inventory, or DSI, decreased from December 31, 2025 to March 31, 2026 primarily due to lower inventory volumes as sales volumes exceeded production volumes during the first quarter of 2026. |
| | December 31, 2024 | | March 31, 2025 | | December 31, 2025 | | March 31, 2026 |
DSO | | 62 days | | 65 days | | 61 days | | 65 days |
DSI | | 82 days | | 86 days | | 57 days | | 47 days |
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Investing activities
Our capital expenditures of $10.2 million and $12.0 million in the first three months of 2026 and 2025, respectively, were primarily to maintain and improve the cost effectiveness of our manufacturing facilities.
Financing activities
During the first three months of 2026 and 2025, we paid dividends of $.05 per share to stockholders aggregating $5.8 million each period.
During the first three months of 2026 and 2025, we had net borrowings of $58.9 million and $32.9 million, respectively, on our revolving credit facility.
Outstanding debt obligations
At March 31, 2026, our consolidated debt comprised:
| ● | €426.174 million aggregate outstanding on our 9.50% Senior Secured Notes due March 2029 ($490.9 million carrying amount, net of unamortized premium and unamortized debt issuance costs), |
| ● | $53.7 million outstanding on our subordinated, unsecured term loan from Contran, with an interest rate of 9.54%, due September 2029 (the “Contran Term Loan”), and |
| ● | $58.1 million outstanding on our revolving credit facility (the “Global Revolver”). |
Availability under the Global Revolver is subject to a borrowing base calculation, as defined in the agreement. The borrowing base calculated for the period ended March 31, 2026 was approximately $287 million.
Our Senior Secured Notes, the Contran Term Loan and our Global Revolver contain a number of covenants and restrictions which, among other things, restrict our ability to incur or guarantee additional debt, incur liens, pay dividends or make other restricted payments, or merge or consolidate with, or sell or transfer substantially all of our assets to, another entity, and contain other provisions and restrictive covenants customary in lending transactions of these types. Our credit agreements contain provisions which could result in the acceleration of indebtedness prior to their stated maturity for reasons other than defaults for failure to comply with typical financial or payment covenants. For example, the credit agreements allow the lender to accelerate the maturity of the indebtedness upon a change of control (as defined in the agreement) of the borrower. In addition, the credit agreements could result in the acceleration of all or a portion of the indebtedness following a sale of assets outside the ordinary course of business. The terms of all of our debt instruments are discussed in Note 8 to our Consolidated Financial Statements included in our 2025 Annual Report. We are in compliance with all of our debt covenants at March 31, 2026. We believe we will be able to continue to comply with the financial covenants contained in our credit facility through its maturity; however, if future operating results differ materially from our expectations we may be unable to maintain compliance.
Our assets consist primarily of investments in operating subsidiaries, and our ability to service our obligations, including the 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. Our Senior Secured Notes are collateralized by, among other things, a first priority lien on (i) 100% of the common stock or other ownership interests of each existing and future direct domestic subsidiary of KII and the guarantors, and (ii) 65% of the voting common stock or other ownership interests and 100% of the non-voting common stock or other ownership interests of each non-U.S. subsidiary that is directly owned by KII or any guarantor. Our Global Revolver is collateralized by, among other things, a first priority lien on the borrower’s trade receivables and inventories. See Note 6 to our Condensed Consolidated Financial Statements.
Future cash requirements
Liquidity
Our primary source of liquidity on an ongoing basis is cash flows from operating activities which is generally used to (i) fund capital expenditures, (ii) repay any short-term indebtedness incurred for working capital purposes, (iii) provide for the payment of dividends and (iv) fund purchases of shares of our common stock under our stock repurchase program. From time-to-time we will incur indebtedness, generally to (i) fund short-term working capital needs, (ii) refinance existing indebtedness or (iii) fund major capital expenditures or the acquisition of other assets outside the ordinary course of business. We will also from time-to-time sell assets outside the ordinary course of business and use the proceeds to (i) repay existing indebtedness, (ii) make investments in marketable and other
23
securities, (iii) fund major capital expenditures or the acquisition of other assets outside the ordinary course of business or (iv) pay dividends.
The TiO2 industry is cyclical, and changes in industry economic conditions significantly impact earnings and operating cash flows. Changes in TiO2 pricing, production volumes and customer demand, among other things, could significantly affect our liquidity.
We routinely evaluate our liquidity requirements, alternative uses of capital, capital needs and availability of resources in view of, among other things, our dividend policy, our debt service, our capital expenditure requirements and estimated future operating cash flows. As a result of this process, we have in the past and may in the future seek to reduce, refinance, repurchase or restructure indebtedness, raise additional capital, repurchase shares of our common stock, modify our dividend policy, restructure ownership interests, sell interests in our subsidiaries or other assets, or take a combination of these steps or other steps to manage our liquidity and capital resources. Such activities have in the past and may in the future involve related companies. We may also from time to time engage in preliminary discussions with existing or potential investors regarding the timing or terms of any such refinancing or other potential transaction. In the normal course of our business, we may investigate, evaluate, discuss and engage in acquisition, joint venture, strategic relationship and other business combination opportunities in the TiO2 industry. In the event of any future acquisition or joint venture opportunity, we may consider using then-available liquidity, issuing our equity securities or incurring additional indebtedness.
At March 31, 2026, we had aggregate cash, cash equivalents and restricted cash on hand of $33.6 million, of which $23.7 million was held by non-U.S. subsidiaries. Following implementation of a territorial tax system under the 2017 Tax Act, repatriation of any cash and cash equivalents held by our non-U.S. subsidiaries would not be expected to result in any material income tax liability as a result of such repatriation. Based upon our expectations of our operating performance and the anticipated demands on our cash resources, we expect to have sufficient liquidity to meet our short-term obligations (defined as the twelve-month period ending March 31, 2027) and our long-term obligations (defined as the five-year period ending March 31, 2031, our time period for long-term budgeting). Our Global Revolver matures in July 2029, and at March 31, 2026, we had total availability for borrowing of approximately $287 million less any amounts outstanding under this facility. The borrowing base is calculated at least quarterly, and the amount available for borrowing may change based on applicable period end balances. See Note 6 to our Condensed Consolidated Financial Statements.
Capital expenditures
We intend to invest approximately $60 million in capital expenditures primarily to maintain and improve our existing facilities during 2026, including $10.2 million in expenditures through March 31, 2026. It is possible we will delay planned capital projects based on market conditions including but not limited to expected demand and the general availability of materials, equipment and supplies necessary to complete such projects.
Stock repurchase program
At March 31, 2026, we have 1,017,518 shares available for repurchase under a stock repurchase program authorized by our board of directors.
Commitments and contingencies
See Notes 11 and 13 to our Condensed Consolidated Financial Statements for a description of certain income tax contingencies and certain legal proceedings.
Recent accounting pronouncements
See Note 16 to our Condensed Consolidated Financial Statements.
Critical accounting policies
For a discussion of our critical accounting policies, refer to Part I, Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Annual Report. There have been no changes in our critical accounting policies during the first three months of 2026.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
General
We are exposed to market risk, including currency exchange rates, interest rates, equity security and raw material prices. There have been no material changes in these market risks since we filed our 2025 Annual Report. See also Part I, Item 7A. - “Quantitative and Qualitative Disclosure About Market Risk” in our 2025 Annual Report and Note 14 to our Condensed Consolidated Financial Statements.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
We maintain disclosure controls and procedures which, as defined in Exchange Act Rule 13a-15(e), means controls and other procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit to the SEC under the Securities Exchange Act of 1934, as amended (the “Act”), is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in the reports we file or submit to the SEC under the Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions to be made regarding required disclosure. Each of Brian W. Christian, our President and Chief Executive Officer and Bradley E. Troutman, our Senior Vice President and Chief Financial Officer, has evaluated the design and effectiveness of our disclosure controls and procedures as of March 31, 2026. Based upon their evaluation, these executive officers have concluded that our disclosure controls and procedures are effective as of the date of such evaluation.
Internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting which, as defined by Exchange Act Rule 13a-15(f) means a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
| ● | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets, |
| ● | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and |
| ● | Provide reasonable assurance regarding prevention or timely detection of an unauthorized acquisition, use or disposition of our assets that could have a material effect on our Condensed Consolidated Financial Statements. |
Changes in internal control over financial reporting
There has been no change to our internal control over financial reporting during the quarter ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Part II. OTHER INFORMATION
Item 1A. Risk Factors
For a discussion of the risk factors related to our businesses, refer to Part I, Item 1A, “Risk Factors,” in our 2025 Annual Report.
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Item 6.Exhibits
10.1* | | |
| | |
31.1 | | |
| | |
31.2 | | |
| | |
32.1 | | |
| | |
101.INS | | Inline XBRL Instance - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| | |
101.SCH | | Inline XBRL Taxonomy Extension Schema |
| | |
101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase |
| | |
101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase |
| | |
101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase |
| | |
101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase |
| | |
104 | | Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
_______________
* Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Kronos Worldwide, Inc. |
| (Registrant) |
| |
| |
| |
Date: May 6, 2026 | /s/ Bradley E. Troutman |
| Bradley E. Troutman |
| (Senior Vice President and Chief Financial Officer) |
| |
Date: May 6, 2026 | /s/ Bryan S. Bell |
| Bryan S. Bell (Vice President and Controller, Global Finance) |
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Exhibit 10.1
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
This document is a composite conformed copy of the Restated and Amended Richards Bay Chloride Slag Sales Agreement by and between Richards Bay Titanium (Proprietary) Limited (acting through its sales agent) and Kronos (US), Inc. effective January 1, 2016, as amended through Amendment dated February 13, 2026 (and effective January 1, 2026) between Richards Bay Titanium (Proprietary) Limited (acting through its sales agent Rio Tinto Iron and Titanium Canada Inc.) and Kronos (US), Inc.
RICHARDS BAY CHLORIDE SLAG SALES AGREEMENT
THIS RESTATED AND AMENDED AGREEMENT is made as of January 21, 2016 but effective January 1, 2016 by and between RICHARDS BAY TITANIUM (PROPRIETARY) LIMITED, a South African Corporation with offices at Richards Bay, KwaZulu Natal, South Africa (hereafter "RBT") (acting through its sales agent RIO TINTO IRON & TITANIUM LIMITED a corporation with offices at 6 St. James's Square, London, SW1Y 4AD, United Kingdom (hereinafter "RIT")) and KRONOS (US), INC., a Delaware corporation with offices at Three Lincoln Centre, 5430 LBJ Freeway, Dallas, Texas 75240, U.S.A. (hereafter "Buyer") (herein the "Agreement").
WITNESSETH
WHEREAS:
| A. | RBT is a significant producer of titanium bearing slag and Buyer is a significant consumer of titanium bearing slag of the type produced by RBT; |
| B. | RIT is the exclusive sales and marketing agent for RBT; |
| C. | The parties are desirous of entering into a new Richards Bay Chloride Slag Sales Agreement (i) where the manufacture and purchase of a [***] of product is established for the mutual benefit of enhancing predictability of the operations of each of the parties and (ii) that remains in effect through the peaks and troughs of the TiO2 and feedstock market cycles, and establishes a pricing mechanism that [***] of Buyer's chloride slag requirements; and |
| D. | The parties entered into a Richards Bay Slag Sales Agreement dated November 17, 2011 (the "Previous Agreement") and that such agreement and all subsequent amendments are hereby terminated and superseded by this Agreement effective January 1, 2016. |
NOW, THEREFORE, for and in consideration of the covenants and conditions herein contained, the parties hereto agree as follows:
ARTICLE I. SCOPE
RBT agrees to sell and deliver, and Buyer agrees to buy and take delivery of chloride grade titanium bearing slag, produced by RBT at Richards Bay, South Africa (hereinafter called "Product"), in the quantities and at the times hereinafter specified.
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ARTICLE II. DEFINITIONS
Unless otherwise indicated, a "ton" is a metric ton of one thousand kilograms dry weight, a "month," a "quarter" and a "year" are a calendar month, a calendar quarter and a calendar year, respectively, "dollars," "cents" and the dollar and cent signs ("$" and "0") refer to lawful money of the United States of America, "Official Samples" has the meaning given to it in Article XI, all percentages are based on dry weights.
ARTICLE III. TERM
| A. | This Agreement shall be for a term ending on December 31, 2028 (the “Initial Term”). Thereafter the Agreement shall automatically be extended for two-year periods (each a “Renewal Term”), unless and until terminated in writing by either Party as of the expiration of the Initial Term or any subsequent Renewal Term by either Party providing written notice of such termination not less than twelve (12) months prior to the expiration of the Initial Term or any subsequent Renewal Term. |
| B. | Notice of Termination |
| 1. | In the event that either Party shall become bankrupt, insolvent, commit any act of bankruptcy or insolvency, or compromise with its creditors, then the other Party shall have the option, without notice or demand, to terminate this Agreement or, at its option, to require specific performance and demand damages hereunder to the extent such performance does not occur. The preceding rights are without prejudice to any other rights and remedies as are available to the Parties hereunder or otherwise under the law. |
| 2. | 2.In the event of termination of this Agreement in accordance with the terms herein, Articles XII, XVIII and XXII shall survive termination, and each Party shall retain any accrued rights and remedies, including any rights and remedies it has or may have against the other Party in respect of any past breach of this Agreement. |
ARTICLE IV. QUANTITY
During the 2026 calendar year, Seller agrees to sell and deliver, and Buyer agrees to buy and take delivery of a minimum of [***] of Buyer’s purchase requirements for Product, in the quantities and at the times specified by Buyer in accordance with the terms of this Agreement.
During the 2027 calendar year and subsequent calendar years, Seller agrees to sell and deliver, and Buyer agrees to buy and take delivery [***] for titanium feedstock used in its chloride processes, in the quantities and at the times specified by Buyer [***]. Seller agrees to make an additional [***] Product available to Buyer and Buyer agrees to purchase said additional quantity of Product provided prices are mutually agreed by the parties. [***].
For the calendar year 2026 and subsequent calendar years, by November 1 of each calendar year, Buyer shall provide RBT with a written non-binding annual forecast of its Product needs for Product to be delivered in the following calendar year (the “Annual Forecasted Quantity”).
During the term of this Agreement, by the 1st day of the month immediately prior to the upcoming calendar quarter, Buyer shall provide RBT with a written [***] forecast of its minimum Product needs for Product to be delivered [***].
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During the term of this Agreement, by the 1st day of the month immediately prior to the upcoming month, Buyer shall provide RBT with a written non-binding updated annual forecast of its Product needs for Product to be delivered during the current calendar year.
For the 2026 calendar year, the Annual Forecasted Quantity of Product is [***].
If Buyer desires to purchase quantities of product in excess of the Annual Forecasted Quantity, RBT shall use reasonable best efforts to ensure such quantities are available for delivery to Buyer.
Any mutually agreed shipping schedule for the purpose of scheduling deliveries of Product shall be non-binding and revisions to the shipping schedule may, with reasonable notice, be requested by either Party. Under such circumstances, the Parties shall use commercially reasonable efforts to assist each other with any reasonable requests for revisions to the shipping schedule and negotiate in good faith to address the requested changes.
ARTICLE V. PRICE
| A. | Feedstock Pricing |
| 1. | For the 2026 calendar year, the purchase price (the “Purchase Price”) for Product shall be as follows: |
[***]
| 2. | Commencing July 1, 2026, the Purchase Price [***] shall be calculated in accordance with Annex 1, [***]. |
| B. | Price Adjustment for TiO2 Content. The Purchase Price established under this Article V.A is for Product containing [***]% titanium dioxide (“TiO2”) content. If the TiO2 content of Product exceeds [***]%, the Purchase Price shall be [***] of the Purchase Price for each increment of [***]% or part thereof by which the TiO2 content exceeds [***]%. If the TiO2 content of Product is less than [***]%, the Purchase Price shall be [***] of the Purchase Price for each decrement of [***]% or part thereof by which the TiO2 content is less than [***]% but greater than [***]%. |
| C. | Price Adjustment for Product Sizing |
| 1. | In the event the sizing of the Product shipments exceeds the specifications set forth below, the Purchase Price shall be adjusted [***]: |
[***]
| 2. | Price adjustments pursuant to sizing shall be made on an individual shipment. |
ARTICLE VI. SHIPMENTS
| A. | Shipments shall be as ordered by and pursuant to the instructions of Buyer as the same shall be agreed to by RBT. Buyer shall obtain any import licenses or other documents that may be required to import Product into the country of destination. RBT shall obtain any export license or other documents that may be required to export product from South Africa. |
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| B. | RBT and Buyer shall agree on a shipping schedule whereby deliveries are spread more or less evenly throughout the year on a quarterly basis. Buyer shall arrange for and furnish a bulk cargo vessel (herein called "Buyer's Vessel") for each shipment. Notwithstanding the agreed shipping schedule, Buyer must request STEM (as defined in Article VI.D. below) for a specific tonnage from RBT and RBT must confirm STEM in respect of each shipment at least forty-five (45) days prior to the arrival of Buyer's Vessel in Richards Bay. |
Buyer shall provide RBT with a notice of arrival of each of Buyer's Vessels at least two (2) weeks prior to its estimated time of arrival at Richards Bay.
| C. | In the event RBT has given STEM to Buyer and if Product is not available for loading at the stockpile area provided by S.A. Port Operations on the date for which STEM has been given and if demurrage or dead freight is incurred as a result of such non-availability, RBT shall pay Buyer demurrage and/or dead freight at the rate specified or determined between Buyer and the shipping company under the Charter Party. In arranging for any Buyer's Vessel, Buyer will use its best efforts to have the terms of the Charter Party permit RBT, in the case of a shortfall of Product at the Richards Bay dock, to elect between having Buyer's Vessel: |
| a) | wait for arrival of Product at docks and thereby incur demurrage up to the expiration of time stipulated or determined under the charter party (and incur dead freight if a shortfall is not cured eventually); or |
| b) | load a portion of a shipment of Product and thereby incur dead freight. |
In order to facilitate RBT's decision, Buyer shall promptly advise RBT, on request, of the applicable demurrage or dead freight rates.
| D. | The word "STEM", as used in this Article VI shall mean the confirmation of availability of sufficient Product for a particular shipment, at Richards Bay Harbour, on a given date or period to be stated when stem is requested and given. |
| E. | In no event shall RBT be liable for any losses, cost or damages in excess of such demurrage or dead freight rates except as provided for in Article XVI hereof or in the event of non-availability of product as defined in this Article VI. |
ARTICLE VII. TITLE AND RISK OF LOSS
Except for Product shipped to the Warehouse or the Silos, for which title and risk of loss shall pass in accordance with Schedule 1, title to and risk of loss in Product shall pass to Buyer upon passing the ship's rail of Buyer's Vessel at the loading dock at the Port of Richards Bay, South Africa. Once the title to and risk of loss in Product has passed to Buyer, RBT shall not be responsible for any losses or damages of any kind and howsoever arising in connection with Product or otherwise, except as expressly provided in this Agreement.
ARTICLE VIII. PAYMENT
[Effective through December 31, 2026]
A. PAYMENT FOR PRODUCT SHIPPED TO THE WAREHOUSE (CONSIGNMENT).
The following payment terms shall apply to all Product shipped to the Warehouse (as defined in the Consignment Stock Terms attached hereto as Schedule 1 (the “Consignment Terms”)):
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| 1. | Regular Invoicing and Payments for Product shipped to the Warehouse. Upon shipment of Product to the Warehouse, RBT shall supply the following documents: |
| a. | Surveyor's certificate of mass (weight certificate); |
| b. | Full set of clean onboard ocean bills of lading covering the shipment by the cargo vessel in question, designating "Richards Bay Titanium (Proprietary) Limited" as shipper and Buyer as consignee or any other affiliated company designated by Buyer as consignee; and |
| c. | Such other documents and papers as may be required to clear Product for shipment from South Africa to the port of destination. |
The above-mentioned documents shall be couriered to Buyer or such affiliated company as Buyer shall have designated in accordance with Article XIX. RBT shall accept payment from Buyer or any of Buyer's affiliated companies, but Buyer shall be primarily and separately liable for all sums due under this Agreement.
| 2. | On receipt of Buyer’s declaration Product withdrawn from the Warehouse on the first working day after the end of the month, RBT shall issue a commercial invoice covering the volume of Product withdrawn during the month, based on the assumption that the TiO2 content of the Product is [***], with the invoice date being the first day of the month. |
| 3. | Unless otherwise agreed, payment for the Product shall be made by Buyer or a Related Entity in U.S. dollars by telegraphic transfer to RBT, to such the account identified in clause B.1. below within [***] of date of Seller’s invoice in respect of the Buyer’s usage declaration. Seller shall make its best efforts to complete the analysis of the Official Sample of a shipment prior to arrival of such shipment at the Consignment Stock Area (as defined in the Consignment Terms). Adjustments for TiO2 content of Product sold under the consignment arrangement as defined in the Agreement, shall occur on a first in first out basis and be included in Seller’s commercial invoice. |
| 4. | RBT shall accept payment from Buyer or any of Buyer’s Related Entity, but Buyer shall remain primarily and separately liable for all sums due under this Agreement that are not paid by such Related Entities. |
B. | PAYMENT FOR PRODUCT SHIPPED TO LOCATIONS OTHER THAN THE WAREHOUSE. |
The following payment terms shall apply to all Product shipped to locations other than the Warehouse:
| 1. | Regular Payments. Unless otherwise agreed, payment in U.S. dollars shall be made by Buyer by telegraphic transfer to RBT's account #[***], naming Richard Bay Titanium as beneficiary, or such other account as RBT shall notify Buyer, within [***] of the Bill of Lading date. RBT shall supply the following documents: |
| a. | RBT's commercial invoice covering the shipment, based on the assumption that the Ti02 content of Product is [***]%; |
| b. | Surveyor's certificate of mass (weight certificate); |
| c. | Full set of clean onboard ocean bills of lading covering the shipment by the cargo vessel in question, designating "Richards |
5
| Bay Titanium (Proprietary) Limited" as shipper and Buyer as consignee or any other affiliated company designated by Buyer as consignee; and |
| d. | Such other documents and papers as may be required to clear Product for shipment from South Africa to the port of destination. |
The above mentioned documents shall be couriered to Buyer or such affiliated company as Buyer shall have designated in accordance with Article XIX. RBT shall accept payment from Buyer or any of Buyer's affiliated companies, but Buyer shall be primarily and separately liable for all sums due under this Agreement.
| 2. | Final Invoice and Payment. Any price adjustment which may be necessary as a result of the outcome of RBT's analysis of the Official Sample shall be embodied in a final invoice that will be forwarded to Buyer along with the certificate of analysis signed by RBT within [***] of completion of loading. In the event of a debit to Buyer, the final invoice shall be presented, and payment by Buyer shall be effected, in the same manner as detailed in Article VIII.B.1. above. In the event of a credit to Buyer, RBT shall remit the relevant amount to Buyer by telegraphic transfer within [***] of the date of the final invoice. |
C. | Other Invoices and Payments. Payment of other amounts due hereunder, such as the fees referred to in Articles XI.B.2 and XI.C.5 shall be made by Buyer to RBT within [***] of Buyer's receipt of an invoice for such amounts. |
[Effective commencing January 1, 2027]
A. PAYMENT FOR PRODUCT SHIPPED TO THE (i) WAREHOUSE OR (ii) SILOS (CONSIGNMENT).
The following payment terms shall apply to all Product shipped to the (i) Warehouse or (ii) Silos (as defined in the Consignment Stock Terms attached hereto as Schedule 1 (the “Consignment Terms”)):
| 1. | Regular Invoicing and Payments for Product shipped to the (i) Warehouse or (ii) Silos. Upon shipment of Product to the (i) Warehouse or (ii) Silos, RBT shall supply the following documents: |
| a. | Surveyor's certificate of mass (weight certificate); |
| b. | Full set of clean onboard ocean bills of lading covering the shipment by the cargo vessel in question, designating "Richards Bay Titanium (Proprietary) Limited" as shipper and Buyer as consignee or any other affiliated company designated by Buyer as consignee; and |
| c. | Such other documents and papers as may be required to clear Product for shipment from South Africa to the port of destination. |
The above-mentioned documents shall be couriered to Buyer or such affiliated company as Buyer shall have designated in accordance with Article XIX. RBT shall accept payment from Buyer or any of Buyer's affiliated companies, but Buyer shall be primarily and separately liable for all sums due under this Agreement.
| 2. | On receipt of Buyer’s declaration Product withdrawn from the (i) Warehouse or (ii) Silos on the first working day after the end of the month, RBT shall issue a commercial invoice covering the volume of Product withdrawn during the month, |
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| based on the assumption that the TiO2 content of the Product is [***], with the invoice date being the first day of the month. |
| 3. | Unless otherwise agreed, payment for the Product shall be made by Buyer or a Related Entity in U.S. dollars by telegraphic transfer to RBT, to such the account identified in clause B.1. below within [***] of date of Seller’s invoice in respect of the Buyer’s usage declaration. Seller shall make its best efforts to complete the analysis of the Official Sample of a shipment prior to arrival of such shipment at the Consignment Stock Area (as defined in the Consignment Terms). Adjustments for TiO2 content of Product sold under the consignment arrangement as defined in the Agreement, shall occur on a first in first out basis and be included in Seller’s commercial invoice. |
| 4. | RBT shall accept payment from Buyer or any of Buyer’s Related Entity, but Buyer shall remain primarily and separately liable for all sums due under this Agreement that are not paid by such Related Entities. |
B. | PAYMENT FOR PRODUCT SHIPPED TO LOCATIONS OTHER THAN THE (i) WAREHOUSE OR (ii) SILOS. |
The following payment terms shall apply to all Product shipped to locations other than the (i) Warehouse or (ii) Silos:
| 1. | Regular Payments. Unless otherwise agreed, payment in U.S. dollars shall be made by Buyer by telegraphic transfer to RBT's account #[***], naming Richard Bay Titanium as beneficiary, or such other account as RBT shall notify Buyer, within [***] of the Bill of Lading date. RBT shall supply the following documents: |
| a. | RBT's commercial invoice covering the shipment, based on the assumption that the Ti02 content of Product is [***]%; |
| b. | Surveyor's certificate of mass (weight certificate); |
| c. | Full set of clean onboard ocean bills of lading covering the shipment by the cargo vessel in question, designating "Richards Bay Titanium (Proprietary) Limited" as shipper and Buyer as consignee or any other affiliated company designated by Buyer as consignee; and |
| d. | Such other documents and papers as may be required to clear Product for shipment from South Africa to the port of destination. |
The above mentioned documents shall be couriered to Buyer or such affiliated company as Buyer shall have designated in accordance with Article XIX. RBT shall accept payment from Buyer or any of Buyer's affiliated companies, but Buyer shall be primarily and separately liable for all sums due under this Agreement.
| 2. | Final Invoice and Payment. Any price adjustment which may be necessary as a result of the outcome of RBT's analysis of the Official Sample shall be embodied in a final invoice that will be forwarded to Buyer along with the certificate of analysis signed by RBT within [***] of completion of loading. In the event of a debit to Buyer, the final invoice shall be presented, and payment by Buyer shall be effected, in the same manner as detailed in Article VIII.B.1. above. In the event of a credit to Buyer, RBT shall remit the relevant amount to Buyer by telegraphic transfer within [***] of the date of the final invoice. |
C. | Other Invoices and Payments. Payment of other amounts due hereunder, such as |
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the fees referred to in Articles XI.B.2 and XI.C.5 shall be made by Buyer to RBT within [***] of Buyer's receipt of an invoice for such amounts.
ARTICLE IX. SPECIFICATIONS
| A. | The Product shall contain at least [***]%, but typically [***]% equivalent TiO2 by weight, determined as set forth in Article XI hereof. |
B.The Product shall meet the following specifications:
[***]
C.The product shall meet the following typical sizing specifications:
[***]
| D. | The specifications set out in Article IX.A., IX.B. and IX.C. shall be referred to in this Agreement as the "Specifications". |
ARTICLE X. WARRANTY
| A. | RBT warrants that Product sold and delivered hereunder shall conform to the Specifications set forth in Article IX, hereof. |
| B. | In the event that any Product sold and delivered hereunder does not conform to said Specifications and in the event the parties are unable to agree on an equitable adjustment, RBT shall, at its cost and expense, including freight, insurance and handling costs, remove or otherwise dispose of such nonconforming Product from Buyer's location and replace it with an equivalent quantity of Product at Buyer's plant which meets the Specifications within [***]. RBT's obligation to remove or dispose of and replace nonconforming Product shall not be applicable in the event Buyer fails to give notice to RBT of such nonconforming Product as provided for in Article XI. Buyer may terminate the Agreement should RBT fail to deliver conforming Product within [***]. |
The warranty and remedy expressed in this Article X is the sole and exclusive warranty made by RBT with respect to the Product to be delivered under this Agreement. RBT makes no other warranty, express, implied (including any warranty of merchantability or fitness for a particular purpose), statutory or otherwise.
| C. | RBT shall not be responsible for any damage, direct, indirect, consequential or incidental relating directly or indirectly to the use, sale and/or resale of any Product. RBT's sole obligation in the event of delivery of nonconforming Product shall be that set forth in this Article X. Buyer agrees to indemnify and hold RBT harmless from and against any claims, losses, damages, costs, expenses or liability of whatsoever nature from third parties arising out of or in connection with such use, sale and/or resale of any Product. |
ARTICLE XI. INSPECTION, WEIGHING, SAMPLING AND ANALYSIS
| A. | Inspection and Weighing. Inspection of Buyer's Vessels' holds for cleanliness and protection and determination of weight of Product loaded aboard Buyer's Vessel, by draft survey, will be made by Capt. G.A. Chettles & Assoc., a registered independent surveyor, or such other inspector acceptable to RBT and Buyer. The cost of such surveys shall be borne equally by RBT and Buyer and shall be included in RBT's commercial invoice referred to in Article VIII.A.1. Such surveyor shall be entitled to reject any vessel |
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| not found to be suitable for loading of Product, provided such surveyor sends to Buyer, by facsimile, the reasons for such rejection and his certification that the Buyer's Vessel as presented would not adequately protect the Product from contamination. Such rejection shall be for Buyer's account. Such surveyor shall determine the weight of Product loaded aboard Buyer's Vessel. The Product weight so determined, which includes moisture, shall, on the basis of the analyses of the Official Samples then be adjusted for the moisture content. The resulting dry weight shall be the basis on which Product is invoiced for payment. |
| B. | Sampling. Each shipment of Product delivered to Buyer's Vessel at Richards Bay shall be sampled by an independent testing company, Bureau Veritas or such other independent testing laboratory acceptable to both parties. Such independent laboratory shall take and distribute representative samples (hereinafter called "Official Samples") from each shipment in accordance With the "Sampling and Sample Preparation Procedure", set forth in Exhibit "A," Procedure "SAM 78," attached hereto and made a part hereof. |
The fees for services of such independent testing laboratory shall be paid for equally by RBT and Buyer and shall be included in RBT's commercial invoice referred to in Article VIII.
| 1. | Methods of Analysis. All analyses shall be made by the methods outlined in Exhibit "B" Procedure "SAM 004", Exhibit "C" Procedure "SAM 124", Exhibit "D" Procedure "SAM 051", Exhibit "E" Procedure "SAM 079" and Exhibit "F' Procedure "SAM 008" which are attached hereto and made a part hereof, or by such other methods as RBT shall consider appropriate provided that the results obtained from such other methods are consistent with the results which would be obtained by using the methods outlined in the above-mentioned exhibits. |
| 2. | Analysis by RBT. RBT shall analyze the Official Samples and the results of such analysis for each shipment shall be provided to Buyer not later than thirty (30) days following the date of such shipment. |
| 3. | Analysis by Buyer. Buyer may, but shall not be obligated to, analyze the Official Samples. Unless Buyer notifies RBT within [***] of receipt of an Official Sample that Buyer's analysis indicates that Product fails to meet Specifications or that the TiO2 content is more than [***] different from RBT's analysis, the results of RBT's analysis shall be final and conclusive. |
| 4. | Umpire Procedure. Should Buyer's analysis of the Official Sample indicate that Product does not meet Specifications or that the TiO2 content of Product is more than [***] different from RBT's analysis, Buyer may so advise RBT and RBT shall request the independent testing laboratory referred to above to forward for analysis its retained Official Sample to such umpire analyst (being an independent testing laboratory) as shall be agreed to from time to time by the parties. The parties hereby agree at this time for this purpose that Inspectorate Griffith Limited, 2 Perry Road, Witham, Essex, CM8 3TU, U.K. shall be the initial umpire analyst. The umpire shall analyze the Official Sample in accordance with the methods outlined in the Exhibits referred to in Article XI.C. |
| 5. | Settlement. The umpire's analysis as to TiO2 content and that of Buyer or RBT, whichever is in closer agreement, shall be averaged as the basis for final |
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| settlement; provided that if the umpire's analysis lies exactly halfway between Buyer's and RBT's analyses, the umpire's analysis shall be the basis for final settlement. |
If such final basis for settlement results in a price adjustment in accordance with the procedure described in Article V of this Agreement, RBT shall issue a credit or debit invoice as the case may be. If an umpire's analysis is required on any Specification other than Ti02, the umpire's analysis and that of Buyer or RBT, whichever is in closer agreement, shall be averaged as the basis for final settlement; provided that if the umpire's analysis lies exactly halfway between the Buyer's and RBT's analyses, the umpire's analysis shall be the basis for final settlement. If such analysis determines that Product does not meet each of such Specifications, the parties shall proceed as described in Article IX.B. of this Agreement. The cost of an umpire's analysis shall be paid by the party whose analysis varies most from the umpire's analysis unless such variations are equal and then the cost shall be borne equally by the parties.
D. | Revision of Sampling and Analytical Procedures. The procedures set forth in the Exhibits referred to in this article are believed to be the most satisfactory ones now available. However, better procedures may become available. Each of said Exhibits may be revised from time to time, without formal amendment to this Agreement; provided that each such revision shall require the written approval of Buyer and RBT. |
ARTICLE XII. ARBITRATION
Any dispute between the parties hereto arising out of or in any way connected with this Agreement, its negotiation, performance, breach, existence or validity shall, unless settled by mutual agreement or conciliation and failing settlement thereunder, be referred for final and binding arbitration, in London, England, under the Rules of Conciliation and Arbitration of the International Chamber of Commerce. The arbitration shall be presided over by three arbitrators of which RBT shall appoint one and Buyer shall appoint another, and the two appointed arbitrators shall appoint the Chairman of the arbitral tribunal within thirty (30) days following their appointment by the parties hereto, failing which the Chairman shall be appointed by the International Court of Arbitration of the International Chamber of Commerce. The language of the arbitration and all documents submitted therein shall be in English.
ARTICLE XIII. TAXES AND DUTIES
All South African taxes and duties now or hereafter imposed during the term of this Agreement shall be for the sole account of RBT. All taxes and duties now or hereafter imposed on the import of the Product during the term of this Agreement shall be for the sole account of Buyer.
ARTICLE XIV. PATENTS
| A. | RBT agrees to protect and hold Buyer harmless against any and all claims that Product in the state or form as sold under this Agreement infringes or allegedly infringes any Product claims of any South African or United States patent owned by third parties. RBT will, at its own cost and expense, defend any and all suits which may be brought against Buyer on account of said infringement of such patent or patents, and RBT shall pay any and all fees, costs and damages awarded in said suits; provided, however, that the total liability for damages under this Article XIV shall in no event exceed the aggregate sales price of Product sold to Buyer during the year in which such infringement commenced. |
| B. | RBT's obligations pursuant to Article XIV shall be conditional upon Buyer giving prompt |
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| notice to RBT of any claims by third parties of any such alleged infringement and of all information available to Buyer in respect of such alleged infringement or claim. |
ARTICLE XV. FORCE MA.IEURE
In the event of any contingency which is beyond the reasonable control of RBT or Buyer including, but not limited to (i) any strike, lockout, industrial dispute, difference with workmen, accident, fire, explosion. earthquake, flood, mobilization, war (whether declared or undeclared), act of any belligerent in any such war, civil commotion, political demonstration or disturbance, riot, rebellion, revolution or blockage, (ii) any requirement, regulation, restriction, intervention, or other act of any Government, whether legal or otherwise, (iii) any inability to secure or delay in securing export licenses or import licenses, cargo space or other transportation facilities necessary for the shipment or receipt of Product or fuel or other supplies or material including but not limited to water, ilmenite ore or electric power necessary for the operation of the mines and plants where Product is produced or consumed, (iv) any delay in or interruption to transportation by rail, water or otherwise, (v) any damage to or destruction of such mines or plants or any breakdown of plants or machinery of RBT or Buyer, or (vi) any other contingency which is beyond the reasonable control of RBT or Buyer, whether or not of the nature or character hereinbefore specifically enumerated, but excluding market conditions of any nature, which event delays or interferes with the performance of this Agreement or the consumption of Product, in spite of the affected parties' bona fide efforts to mitigate such event, then such event shall be considered sufficient justification for delay in making shipment or delivery or taking delivery or performance hereunder (other than the payment of money), in whole or in part, until such event ceases to exist, and this Agreement shall be deemed suspended for so long as such event delays or interferes with the performance hereof, provided that prompt notice (normally within one week of the occurrence of the event) of the commencement and end of any such event is given by the party affected to the other party. Any delay or interference which affects RBT' s supply of Product to customers shall entitle RBT to allocate equitably any available Product among customers in its discretion. During the pendency of any Force Majeure declared by RBT, Buyer [***] for such year shall be adjusted accordingly.
Anything to the contrary hereinabove notwithstanding, if such event occurs, the obligation of RBT to sell and deliver and of Buyer to buy and to take delivery of Product with respect to any year shall terminate unless otherwise agreed between the parties at the end of the year as to quantities of Product which have not been loaded aboard Buyer's Vessel at Richards Bay, by the end of the year due to such event. Nothing contained in this Article shall require Buyer to pay for, or RBT to make up or compensate for, any Product not delivered due to application of this Article. Either party may terminate the Agreement if such event continues for more than one hundred and eighty (180) days.
ARTICLE XVI. DEFAULT & LIMITS OF LIABILITY
For purposes of Article XVI, a "default" shall mean any failure by either party to make any payment when due or to perform any obligation under or pursuant to this Agreement for any reason other than an event of Force Majeure as defined in Article XV.
No default shall be deemed to have occurred unless the party in default shall have first been given written notice of such default and shall have failed to cure such default within thirty (30) days in the event of a failure to pay and in all other events, within sixty (60) days after receipt of such written notice.
In the event of a default arising from a breach of Buyer's duty to pay for Product delivered or for the total quantity of Product to be purchased in any particular year, RBT shall have the right to seek damages for all loss or damage actually sustained as a direct result of the default. In addition, RBT shall have the right (subject to Buyer's right to cure its default pursuant to this
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Article) to terminate this Agreement forthwith by providing notice to such effect to Buyer. Notwithstanding anything contained herein to the contrary, in no event shall Buyer be liable for consequential, indirect or special damages as a result of a default for failure to pay under this Agreement.
In the event of any default by RBT arising from a failure to deliver Product pursuant to this Agreement, RBT (subject to RBT's rights to cure its default pursuant to this Article) shall compensate Buyer for all loss or damage actually sustained as a direct result of the failure to deliver but excluding indirect, consequential, punitive or contingent damages of the default Buyer may suffer therewith including, but not limited to, loss of revenue or profits as a result of Buyer's inability to operate, or shutdown of its operations, loss of use of equipment, or cost of substitute equipment, claims of third parties, and the like.
ARTICLE XVII. WAIVER OF DEFAULT
Any failure by either party to give notice in writing to the other party of any breach or default in any terms or conditions of this Agreement shall not constitute a waiver thereof, nor shall any delay by either party in enforcing any of its rights hereunder be deemed a waiver of such rights nor shall a waiver by either party of any defaults of the other party be deemed a waiver of any other or subsequent defaults.
ARTICLE XVIII. CONFIDENTIALITY
This Agreement and information obtained by one party from the other by virtue of this Agreement, shall remain confidential and shall not be disclosed to any third party without the prior written consent of the other party, unless such information is publicly available, or previously known to the recipient or is required to be disclosed by law.
ARTICLE XIX. NOTICES
Any notice to be given to any party under the terms of this Agreement shall be deemed to have been delivered by courier service or transmitted by telefax and subsequently confirmed by prepaid registered mail to the respective addresses or telefax numbers given below:
TO RBT: | c/o Rio Tinto Iron and Titanium Ltd. |
St James’s Square
London, SW1Y 4AD
United Kingdom
Telefax: (44) 20 7781 1819
Attention: General Manager Sales & Marketing, Ti02 Products
TO BUYER: | Kronos (US) Inc. |
c/o KRONOS INTERNATIONAL, Inc.
Peschstrasse 5
D-51373 Leverkusen
Germany
Telefax: (49) 214 401 526
Attention: Vice President Purchasing
or to such other address as the addressee shall have previously furnished in writing to the addressor. All notices shall be deemed to have been received on the day of delivery, if delivered by courier service or on the day of transmission, if sent by telefax, during normal business hours (9.00am to 5.00pm) of the recipient, failing which, such notice shall be deemed to have been received on the next business day.
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ARTICLE XX. ASSIGNMENT
Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be reasonably withheld or delayed. The preceding sentence shall not apply to assignments made to parents, subsidiaries, or related corporations, partnerships or other entities of the parties hereto, providing that the party executing this Agreement shall remain primarily responsible for performance of its obligations hereunder unless such is waived in writing by the other party. Buyer may also assign its rights or obligations under this Agreement without prior written consent of RBT to an unrelated financially capable purchaser of all or essentially of Buyer's TiO2 pigment business, provided that the assignee agrees to assume all of Buyer's duties and obligations hereunder and Buyer agrees to and shall remain secondarily responsible for performance of its obligations hereunder unless such is waived in writing by RBT.
Seller’s Obligation to Assign. Notwithstanding the foregoing, in the event Seller sells, transfers, or disposes of all or substantially all of the assets or operations related to the production or supply of the Product (a “Business Transfer”), Seller shall cause the transferee or acquirer of such assets or operations to assume all of Seller’s rights and obligations under this Agreement in a writing reasonably satisfactory to Buyer. Failure by Seller to secure such assumption shall constitute a material breach of this Agreement.
Buyer’s Termination Right upon Seller Change of Control. In the event of (i) any assignment by Seller, (ii) a Business Transfer, or (iii) a Change of Control of Seller (defined as the acquisition of more than 50% of the voting equity or control of the board of directors of Seller by a third party), Buyer shall have the right, but not the obligation, to terminate this Agreement upon 180-days’ prior written notice to Seller or its successor, where such written notice shall be provided not later than 180 days following receipt of written notice of such transaction from Seller. Seller shall provide Buyer with at least 60 days’ prior written notice of any such proposed transaction to allow Buyer to evaluate its options.
Notwithstanding anything to the contrary herein, Seller may assign its right to receive payment of monies due or to become due under this Agreement solely in connection with a factoring, securitization, or receivables financing transaction, provided that:
| 1. | No Delegation of Obligations: Such assignment shall apply only to the right to payment and shall not assign, delegate, novate, or transfer any of Seller’s performance obligations or other rights under this Agreement. Seller shall remain fully liable for the performance of all obligations under this Agreement. |
| 2. | Preservation of Buyer’s Rights: Any such assignment shall be subject to all of Buyer’s rights under this Agreement, including but not limited to rights of set-off, deduction, recoupment, and defenses against payment for non-conforming goods or services. |
| 3. | No Increased Burden: The assignment shall not result in any additional cost, expense, or administrative burden to Buyer. |
| 4. | Discharge of Liability: Buyer’s payment to the assignee (upon receipt of proper written notice directing such payment) shall fully discharge Buyer’s payment obligation to Seller for the applicable amount. |
| 5. | Notice Requirements: Seller must provide Buyer with at least thirty (30) days’ prior written notice of any such assignment, which notice must clearly specify payment instructions. |
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ARTICLE XXI. ENTIRE AGREEMENT, AMENDMENT, MODIFICATION
This Agreement states the entire understanding between the parties hereto with respect to the subject matter hereof, and there are no agreements or understandings, oral or written, expressed or implied with reference to the subject matter hereof that are not merged herein or superseded hereby. This Agreement may not be changed, modified or supplemented in any manner orally or otherwise except by an instrument in writing signed by a duly authorized representative of each of the parties hereto. The parties recognize that, for administrative purposes, documents such as purchase orders, acknowledgements, invoices and similar documents may be used during the term of this Agreement. In no event shall any term or condition contained in any such administrative documents be interpreted as amending or modifying the terms of this Agreement whether such administrative documents are signed or not.
ARTICLE XXII. GOVERNING LAW
This agreement shall be governed by and construed under the laws of England and Wales, in all respects, including construction, validity and performance to the exclusion of the United Nations Convention on International Sale of Goods and excluding any choice of law rules that would apply the law of any other jurisdiction.
ARTICLE XXIII. COMPLIANCE
A. Business Standards. RBT must comply at all times with the Rio Tinto Business Standards. The Buyer must comply at all times with its own policies, standards and corporate governance guidelines, including the documents found in the Corporate Governance section of the Buyer’s website at https://www.kronosww.com/ethics/.
A. Sanctions. Each Party represents and warrants that neither it nor any of its Related Entities nor any of their directors, employees, agents or representatives:
| (i) | is or will become a Restricted Party; |
| (ii) | will resell or deliver the Product, directly or indirectly, to a Restricted Party; |
| (iii) | will tranship or transit the Product through a country/territory that is the target of country-wide sanctions (currently including Cuba, Iran, North Korea, Syria and Crimea region of Ukraine and subject to change of the Sanctions; |
| (iv) | will make payment to or receive payment from, directly or indirectly, any Restricted Party in connection with the Product or transportation thereof which may cause either Party to breach any Sanctions or to be exposed to adverse action under any Sanctions (whether under secondary sanctions or otherwise); or |
| (v) | otherwise will transact with any Restricted Party, directly or indirectly, or in violation of the Sanctions in connection with the purchase or sale of the Product. |
Each Party must comply with all applicable Sanctions.
The Buyer further represents and warrants that the Product will not be transported on a vessel or by other carrier owned, operated, flagged or chartered by any Restricted Party. The Seller shall have the right to reject any transaction in which the Buyer proposes to or in fact sells, resells, or delivers the Product to or for a Restricted Party, directly or indirectly. Each Party shall have the right to reject any transaction in which any
14
Restricted Party will otherwise provide services in support of, or benefit from, this Agreement, directly or indirectly. The breaching Party shall be liable to the other Party for any costs, expenses, damages or delays as a result of the non-breaching Party exercising its right to reject a transaction under this Article XXIII.
C. No Corrupt Practices.
(a) Each Party represents and warrants to the other Party, in relation to this Agreement, that neither it nor any of its personnel or Related Entities has directly or indirectly offered or given, or will offer or give, anything of value to any Person (whether government official or otherwise):
| (i) | to reward or induce the improper performance of any function or activity relating to this Agreement or the transactions contemplated hereby, including where it is known or believed that the acceptance of the offer or thing of value would itself be improper; |
| (ii) | to influence any official or public conduct or function to obtain or retain business or a business advantage relating to this Agreement or the transactions contemplated hereby; and / or |
| (iii) | where it is known or ought reasonably to have been known that the thing of value (or part thereof) would in turn be offered, promised or given to any other Person in any of the circumstances described above. |
| (b) | Each Party must ensure that neither it nor any of its personnel or Related Entities directly or indirectly accept any payment or gift or other advantage that contravenes any applicable Anti-Corruption Legislation in relation to this Agreement, and represents and warrants that the funds used to purchase the Product do not originate from the proceeds of criminal activities. |
| (c) | A Party will advise the other Party in the event it or any of its personnel or Related Entities are subject to a formal investigation, proceeding, conviction or written notice relating to the circumstances described in Article XXIII.C.(a) or (b) above, to the extent legally permissible. |
| (d) | A Party shall indemnify the other Party against any loss or claim arising as a result of any breach by the such Party of this Article XXIII. |
ARTICLE XXIV. DEFINITIONS
“Anti-Corruption Legislation” means the legislation of any applicable jurisdiction which regulates anti-bribery, the prohibition of corrupt practices and other related matters.
“Person” means any natural person, corporate or unincorporated body (whether or not having separate legal personality), individual, corporation, partnership, limited liability company or similar entity.
“Related Entity” means an entity which controls, is controlled by or under common control with, whether directly or indirectly, a Party; “control” for the purposes of this clause includes holding 50% or more voting rights, having the right to appoint or remove a majority of members of the board of directors (or an equivalent decision-making body) or otherwise control the composition of or voting at the meeting of the board of directors (or an equivalent decision-making body); “entity” for the purposes of this clause includes any corporation, incorporated or unincorporated joint venture, association or trust.
“Restricted Party” means any person or entity that is the target of Sanctions, including (a) any person, entity or vessel identified in any list of designated persons maintained
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by the U.S. Treasury Department’s Office of Foreign Assets Control or other U.S. or non-U.S. government entity under its Sanctions; (b) any person or entity resident or organised in any country or territory that is the target of comprehensive Sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine and subject to change in the Sanctions); or (c) any person 50% or more owned (individually or in the aggregate) or controlled by a Restricted Party or someone acting on behalf of a Restricted Party.
“Rio Tinto Business Standards” means the policies that govern the expected corporate conduct of the Rio Tinto Group and which includes the documents entitled The Way We Work and the Business Integrity Standard which are the Policies & Standards page on the www.riotinto.com website at https://www.riotinto.com/sustainability/policies.
“Rio Tinto Group” means Rio Tinto Limited (ABN 96 004 458 404), Rio Tinto plc (UK company no. 719885) and their respective Related Entities.
[Signatures Omitted.]
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Exhibit 31.1
CERTIFICATION
I, Brian W. Christian, certify that:
1) | I have reviewed this quarterly report on Form 10-Q of Kronos Worldwide, Inc.; |
2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4) | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5) | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 6, 2026
/s/ Brian W. Christian |
Brian W. Christian |
Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
I, Bradley E. Troutman, certify that:
| 1) | I have reviewed this quarterly report on Form 10-Q of Kronos Worldwide, Inc.; |
| 2) | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3) | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4) | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5) | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 6, 2026
/s/ Bradley E. Troutman |
Bradley E. Troutman |
Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Kronos Worldwide, Inc. (the Company) on Form 10-Q for the quarter ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Brian W. Christian, Chief Executive Officer of the Company, and I, Bradley E. Troutman, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Brian W. Christian |
Brian W. Christian |
Chief Executive Officer |
|
|
|
/s/ Bradley E. Troutman |
Bradley E. Troutman |
Chief Financial Officer |
May 6, 2026
Note: The certification the registrant furnishes in this exhibit is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Registration Statements or other documents filed with the Securities and Exchange Commission shall not incorporate this exhibit by reference, except as otherwise expressly stated in such filing.