What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-03-06 compared with 2023-03-08 · 79 added, 71 removed, 474 unchanged (24% of the section changed)

34 unchanged sentences

● Changes in the availability of raw material (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 Kronos’ TiO 2 and our products or impair our ability to operate our facilities (including changes in the level of gross domestic product in

various regions of the world, natural disasters, terrorist acts, global conflicts and public health crises such as COVID-19);

● Operating interruptions (including, but not limited to, labor disputes, leaks, natural disasters, fires, explosions, unscheduled or unplanned downtime, transportation interruptions, cyber-attacks and public health crises such as COVID-19);

● Operating interruptions (including, but not limited to, labor disputes, leaks, natural disasters, fires, explosions, unscheduled or unplanned downtime, transportation interruptions, certain regional and world events or economic conditions and public health crises);

● Technology related disruptions (including, but not limited to, cyber-attacks;

software implementation, upgrades, or improvements;

technology processing failures;

or other events) related to our technology infrastructure that could impact our ability to continue operations, or at key vendors which could impact our supply chain, or at key customers which could impact their operations and cause them to curtail or pause orders;

● Competitive products and substitute products;

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

● Government laws and regulations and possible changes therein (such as changes in government regulations which might impose various obligations on former manufacturers of lead pigment and lead-based paint, including us, with respect to asserted health concerns associated with the use of such products), including new environmental health and safety or other regulations (such as those seeking to limit or classify TiO 2 or its use);

● Government laws and regulations and possible changes therein (such as changes in government regulations which might impose various obligations on former manufacturers of lead pigment and lead-based paint, including us, with respect to asserted health concerns associated with the use of such products), including new environmental, health, safety, sustainability or other regulations (such as those seeking to limit or classify TiO 2 or its use);

● The ultimate resolution of pending litigation (such as our lead pigment and environmental matters);

● Possible future litigation.

● Pending or possible future litigation or other actions.

Should one or more of these risks materialize or if the consequences of such a development worsen, or should the underlying assumptions prove incorrect, actual results could differ materially from those currently forecasted or expected.

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Kronos has production facilities in Europe and North America.

Sales of its core TiO 2 pigments represented about 92% of Kronos’ net sales in 2022, with sales of other products that are complementary to Kronos’ TiO 2 business comprising the remainder.

Sales of its core TiO 2 pigments represented approximately 90% of Kronos’ net sales in 2023, with sales of other products that are complementary to Kronos’ TiO 2 business comprising the remainder.

COMPONENT PRODUCTS - COMPX INTERNATIONAL INC.

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CompX’s Security Products business has one manufacturing facility in Mauldin, South Carolina and one in Grayslake, Illinois which is shared with its Marine Components business.

CompX believes it is a North American market leader in the manufacture and sale of cabinet locks and other locking mechanisms.

CompX believes it is a North

American market leader in the manufacture and sale of cabinet locks and other locking mechanisms.

These products include:

● disc tumbler locks which provide moderate security and generally represent the lowest cost lock CompX produces;

● pin tumbler locking mechanisms which are more costly to produce and are used in applications requiring higher levels of security, including KeSet ® and System 64 ® (which each allow the user to change the keying on a single lock 64 times without removing the lock from its enclosure), TuBar ® and Turbine ™ ;

● pin tumbler locks which are more costly to produce and are used in applications requiring higher levels of security, including KeSet ® and System 64 ® (which each allow the user to change the keying on a single lock 64 times without removing the lock from its enclosure), TuBar ® and Turbine ™ ;

● CompX’s innovative CompX eLock ® and StealthLock ® electronic locks which provide stand-alone or networked security and audit trail capability for drug storage and other valuables through the use of a proximity card, magnetic stripe, radio frequency or other keypad credential.

A substantial portion of CompX’s Security Products’ sales consist of products with specialized adaptations to an individual customer’s specifications, some of which are listed above.

CompX also has a standardized product line suitable

for many customers, which is offered through a North American distribution network to locksmith and smaller original equipment manufacturer distributors via its STOCK LOCKS ® distribution program.

CompX also has a standardized product line suitable for many customers, which is offered through a North American distribution network to locksmith and smaller original equipment manufacturer (OEM) distributors via its STOCK LOCKS ® distribution program.

CompX’s Marine Components business manufactures and distributes wake enhancement systems, stainless steel exhaust components, gauges, throttle controls, trim tabs and related hardware and accessories primarily for ski/wakeboard boats (tow boats) and performance boats.

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Total material costs, including purchased components, represented approximately 48% of our cost of sales in 2023.

CompX occasionally enters into short-term commodity-related raw material supply arrangements to mitigate the impact of future price increases in commodity-related raw materials, including zinc, brass and stainless steel.

These arrangements generally provide for stated unit prices based upon specified purchase volumes, which help CompX to stabilize its commodity-related raw material costs to a certain extent.

At other times CompX may make spot market buys of larger quantities of raw materials to take advantage of favorable pricing or volume-based discounts.

Prices for the primary commodity-related raw materials used in the manufacture of CompX’s locking mechanisms, primarily zinc and brass, generally increased throughout 2021 and the first half of 2022.

Prices began to stabilize in the latter half of 2022, although at elevated levels.

The prices for stainless steel, the primary raw material used for the manufacture of marine

exhaust headers and pipes and wake enhancement systems, experienced significant volatility during 2021 and 2022.

Based on current economic conditions, CompX expects the prices for zinc, brass, stainless steel and other manufacturing materials in 2023 to be relatively stable, although at the elevated levels it experienced in the second half of 2022.

After increasing in 2021 and the first half of 2022, prices for the primary commodity-related raw materials used in the manufacture of CompX’s locking mechanisms, primarily zinc and brass, generally began to stabilize in the latter half of 2022 and into 2023 and generally began soften in the latter half of 2023.

The prices for stainless steel, the primary raw material used for the manufacture of marine exhaust headers and pipes and wake enhancement systems, experienced significant volatility during 2021 and 2022, but were more stable in 2023.

Although raw commodity costs declined during 2023 from elevated levels experienced in 2021 and 2022, in most cases materials CompX purchases also include processing and conversion costs such as alloying, extension and rolling which continue to be elevated due to costs of labor, transportation and energy.

Based on current economic conditions, CompX expects the prices for zinc, brass, aluminum, stainless steel and other manufacturing materials in 2024 to be relatively stable.

When purchased on the spot market, each of these raw materials may be subject to sudden and unanticipated price increases.

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In the event CompX is unable to offset raw material cost increases with other cost reductions, it may be difficult to recover those cost increases through increased product selling prices or raw material surcharges due to the competitive nature of the markets served by its products.

Consequently, overall operating margins can be affected by commodity-related raw material cost pressures.

Consequently, overall operating margins can be negatively affected by commodity-related raw material cost pressures.

Commodity market prices are cyclical, reflecting overall economic trends, specific developments in consuming industries and speculative investor activities.

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These products are packaged and merchandised for easy availability and handling by distributors and end users.

CompX sells to a diverse customer base with only two customers representing 10% or more of its sales in 2022 (United States Postal Service representing 14% and Malibu Boats, LLC representing 12%).

CompX sells to a diverse customer base with only one customer representing 10% or more of its sales in 2023 (United States Postal Service representing 24% of which 11% related to a pilot project).

CompX’s largest ten customers accounted for approximately 52% of its sales in 2023.

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CompX operates three low-emission manufacturing facilities and CompX’s production processes requiring waste-water discharge are consolidated at its Mauldin, South Carolina facility.

This facility has received a ReWa Gold Award from Renewable Water Resources, an organization which sets regulatory and water policies for the Mauldin facility’s geographic region, for multiple years for its exemplary performance.

This facility has received a ReWa Compliance Excellence Award from Renewable Water Resources, an organization which sets regulatory and water policies for the Mauldin facility’s geographic region, for multiple years for its exemplary performance.

In addition, CompX operates extensive scrap metal recycling programs to reduce landfill waste.

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TiO 2 is the largest commercially used whitening pigment because it has a high refractive rating, giving it more hiding power than any other commercially produced white pigment.

In addition, TiO 2 has excellent resistance to interaction with other chemicals, good thermal stability and resistance to ultraviolet degradation.

In addition, TiO 2 has excellent resistance to interaction

with other chemicals, good thermal stability and resistance to ultraviolet degradation.

Although there are other white pigments on the market, Kronos believes there are no effective substitutes for TiO 2 because no other white pigment has the physical properties for achieving comparable opacity and brightness or can be incorporated in as cost-effective a manner.

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Per capita consumption of TiO 2 in Western Europe and North America far exceeds that in other areas of the world, and these regions are expected to continue to be the largest consumers of TiO 2 on a per capita basis for the foreseeable future.

Kronos believes that Western Europe and North America currently each account for approximately 16% of global TiO 2 consumption.

Kronos believes Western Europe and North America currently account for approximately 14% and 15% of global TiO 2 consumption, respectively.

Markets for TiO 2 are generally increasing in China, the Asia Pacific region, South America and Eastern Europe and Kronos believes these are significant markets which will continue to grow as economies in these regions develop and quality-of-life products, including TiO 2 , experience greater demand.

Products and end-use markets - Kronos, including its predecessors, has produced and marketed TiO 2 in North America and Europe, its primary markets, for over 100 years.

Kronos believes it is the largest TiO 2 producer in Europe with 45% of its 2022 sales volumes attributable to markets in Europe.

Kronos believes it is the largest chloride process TiO 2 producer in Europe with 44% of its 2023 sales volumes attributable to markets in Europe.

The table below shows Kronos’ estimated market share for its significant markets, Europe and North America, for the last three years.

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Kronos believes it is the leading seller of TiO 2 in several countries, including Germany.

Overall, Kronos is one of the top five producers of TiO 2 in the world, with an estimated 7% share of worldwide TiO 2 sales volume in 2022.

Overall, Kronos is one of the top five producers of TiO 2 in the world.

Kronos offers its customers a broad portfolio of products that include over 50 different TiO 2 pigment grades under the KRONOS ® trademark, which provide a variety of performance properties to meet customers’ specific requirements.

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TiO 2 for coatings – Kronos’ TiO 2 is used to provide opacity, durability, tinting strength and brightness in industrial coatings, as well as coatings for commercial and residential interiors and exteriors, automobiles, aircraft, machines, appliances, traffic paint and other special purpose coatings.

The amount of TiO 2 used in coatings varies widely depending on the opacity, color and quality desired.

The amount of TiO 2 used in coatings varies widely depending

on the opacity, color and quality desired.

In general, the higher the opacity requirement of the coating, the greater the TiO 2 content.

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TiO 2 for paper – Kronos’ TiO 2 is used in the production of several types of paper, including laminate (decorative) paper, filled paper and coated paper to provide whiteness, brightness, opacity and color stability.

Although Kronos sells its TiO 2 to all segments of the paper end-use market, its primary focus is on the TiO 2 grades used in paper laminates, where several layers of paper are laminated together using melamine resin under high temperature and pressure.

Although Kronos sells its TiO 2 to all segments of the paper end-use market, its primary focus is on the TiO 2 grades used in coated board and paper laminates, where several layers of paper are laminated together using melamine resin under high temperature and pressure.

The top layer of paper contains TiO 2 and plastic resin and is the layer that is printed with decorative patterns.

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Ilmenite is a raw material used directly as a feedstock by some sulfate-process TiO 2 plants.

Kronos supplies ilmenite to its sulfate plants in Europe.

Kronos also sells ilmenite ore to third parties, some of whom are its competitors.

Kronos also sells an ilmenite-based specialty product to the oil and gas industry.

The mine has estimated ilmenite reserves that are expected to last at least 50 years.

Along with supplying ilmenite ore to its sulfate plants in Europe, Kronos also sells ilmenite ore to third parties, some of whom are its competitors.

The mine has estimated ilmenite reserves that it expects, based on internal estimates, to last approximately 50 years.

● Kronos manufactures and sells iron-based chemicals, which are co-products and processed co-products of sulfate and chloride process TiO 2 pigment production.

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The chloride process produces an intermediate base pigment with a wide range of properties.

The chloride process produces a product with a blueish undertone and is the preferred form to produce TiO2 pigments for use in coatings and plastics, the two largest end-use markets.

● Sulfate process – The sulfate process is a batch process in which sulfuric acid is used to extract the TiO 2 from ilmenite or titanium slag.

After separation from the impurities in the ore (mainly iron), the TiO 2 is precipitated and calcined to form an intermediate base pigment ready for sale or can be upgraded through finishing treatments.

The sulfate process produces a warmer undertone and is preferred for use in selected paper products, ceramics, rubber tires, man-made fibers, food products, pharmaceuticals and cosmetics, some of which generate higher profit margins.

Kronos produced 545,000, 492,000, and 401,000 metric tons of TiO 2 in 2021, 2022 and 2023, respectively.

Kronos’ production volumes include its share of the output produced by its TiO 2 manufacturing joint venture discussed below.

Kronos’ average production capacity utilization rates were approximately 92% in 2020, full practical capacity in 2021 and 89% in 2022.

Kronos’ production rates in 2020 were impacted by the COVID-19 pandemic (primarily in the third quarter).

In the fourth quarter of 2022 Kronos adjusted production levels to correspond with reduced customer demand in its European and export markets resulting from challenging economic conditions and geopolitical uncertainties.

Kronos’ average production capacity utilization rates were approximately full practical capacity in 2021, 89% in 2022 and 72% in 2023.

Beginning in the fourth quarter of 2022 and continuing throughout 2023, Kronos adjusted production levels to correspond with reduced customer demand resulting from challenging economic conditions and geopolitical uncertainties.

Kronos operates facilities throughout North America and Europe, including the only sulfate process plant in North America and four TiO 2 plants in Europe (one in each of Leverkusen, Germany;

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In North America, Kronos has a TiO 2 plant in Varennes, Quebec, Canada and, through the manufacturing joint venture described below, a 50% interest in a TiO 2 plant near Lake Charles, Louisiana.

As part of Kronos’ long-term strategy to increase chloride process production, Kronos phased-out sulfate production at its Leverkusen facility during 2020.

Kronos’ chloride process production and remaining sulfate production capacity has increased by approximately 5% over the past ten years due to debottlenecking programs with only moderate

capital expenditures.

Kronos operated its facilities at reduced capacities in the fourth quarter of 2022 and into 2023.

Based on current assumptions about market performance and demand, Kronos expects to operate its TiO 2 plants at 80% to 90% capacity in the first half of 2023 and near full practical capacity levels by the second half of 2023.

Kronos’ chloride process production and remaining sulfate production capacity has increased by approximately 5% over the past ten years due to debottlenecking programs with only moderate capital expenditures.

Kronos operated its facilities at reduced capacities in the fourth quarter of 2022 and through 2023.

The following table presents the division of Kronos’ expected 2024 manufacturing capacity by plant location and type of manufacturing process:

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TiO 2 production, chloride process

(1) The Leverkusen facility is located within an extensive manufacturing complex owned by Bayer AG.

Kronos owns the Leverkusen facility, which represents about one-third of Kronos’ current TiO 2 production capacity, but Kronos leases the land under the facility from Bayer under a long-term agreement which expires in 2050.

Lease payments are periodically negotiated with Bayer for periods of at least two years at a time.

A majority-owned subsidiary of Bayer provides some raw materials including chlorine, auxiliary and operating materials, utilities and services necessary to operate the Leverkusen facility under separate supplies and services agreements.

(1) The Leverkusen facility is located within a more extensive manufacturing complex.

Kronos owns its Leverkusen facility, which represents about one-third of Kronos’ current TiO 2 production capacity, but Kronos leases the land under the facility under a long-term agreement which expires in 2050.

Lease payments are periodically negotiated for periods of at least two years at a time.

A third-party operator of the manufacturing complex provides some raw materials including chlorine, auxiliary and operating materials, utilities and services necessary to operate the Leverkusen facility under separate supplies and services agreements.

(2) The Fredrikstad facility is located on public land and is leased until 2063.

(3) Kronos operates the facility near Lake Charles through a joint venture with Venator Investments LLC (Venator Investments), a wholly-owned subsidiary of Venator Group, of which Venator Materials PLC (Venator) owns 100% and the amount indicated in the table above represents the share of TiO 2 produced by the joint venture to which it is entitled.

(3) Kronos operates the facility near Lake Charles, Louisiana through a joint venture with Venator Investments LLC (Venator Investments), a wholly-owned subsidiary of Venator Group, of which Venator Materials PLC (Venator) owns 100% and the amount indicated in the table above represents the share of TiO 2 produced by the joint venture to which it is entitled.

The joint venture owns the land and facility.

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Renewal terms upon negotiations

In the past Kronos has been, and expects it will continue to be, successful in obtaining short-term and long-term extensions to these and other existing supply contracts prior to their expiration.

Kronos expects the raw materials purchased under these contracts, and contracts that it may enter into, will meet its chloride process feedstock requirements over the next several years.

Contracts may be terminated with a 12-month written notice (generally for multi-year agreement terms) or based on certain defaults by either party or failure to agree on pricing as noted in the agreements.

In the past Kronos has been, and expects it will continue to be, successful in obtaining short-term and long-term extensions to these and other existing supply contracts.

Kronos expects the raw materials purchased under these contracts, and contracts it may enter into, will meet its chloride process feedstock requirements over the next several years.

Multi-year contracts generally may be terminated with a 12-month written notice or based on certain defaults by either party or failure to agree on pricing as noted in the agreements.

The primary raw materials used in sulfate process TiO 2 are titanium-containing feedstock, primarily ilmenite or purchased sulfate grade slag, and sulfuric acid.

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Purchased slag

Purchased ilmenite ore

Sales and marketing - Kronos’ marketing strategy is aimed at developing and maintaining strong relationships with new and existing customers.

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However, TiO 2 sales are generally higher in the second and third quarters of the year, due in part to the increase in coatings production in the spring to meet demand during the spring and summer painting seasons.

With certain exceptions, such as during the third quarter of 2020 as a result of the COVID-19 pandemic, and during the fourth quarter of 2022 as a result of reduced customer demand and unprecedently high energy costs, Kronos has historically operated its production facilities at near full capacity rates throughout the entire year, which among other things helps to minimize its per-unit production costs.

As a result, Kronos normally builds inventories during the first and fourth quarters of each year in order to maximize its product availability during the higher demand periods normally experienced in the second and third quarters.

Kronos normally builds inventories during the first and fourth quarters of each year in order to maximize its product availability during the higher demand periods normally experienced in the second and third quarters.

Competition - The TiO 2 industry is highly competitive.

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Price and availability are the most significant competitive factors along with quality and customer service for the majority of its product grades.

Increasingly, Kronos is focused on providing pigments that are differentiated to meet specific customer requests and specialty grades that are differentiated from its competitors’ products.

Increasingly, Kronos is focused on providing pigments that are differentiated to meet specific customer

requests and specialty grades that are differentiated from its competitors’ products.

During 2023, Kronos had an estimated 6% share of worldwide TiO 2 sales volume, and based on sales volume Kronos believes it is the leading seller of TiO 2 in several countries, including Germany.

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previously announced it plans to add an additional 200,000 tons of chloride capacity which we expect will be added incrementally over the next several years.

In addition, several of Kronos’ competitors have recently closed or announced plans to close facilities or otherwise reduce capacity, including Chemours which closed its Taiwan facility with an estimated 160,000 tons of chloride process capacity in 2023 and Venator which announced plans in 2024 to close its Duisburg, Germany facility with an estimated 50,000 tons of sulphate process capacity.

The TiO 2 industry is characterized by high barriers to entry consisting of high capital costs, proprietary technology and significant lead times required to construct new facilities or to expand existing capacity.

Therefore, over the past ten years, Kronos and its competitors increased industry capacity through debottlenecking projects, although this increase only partly compensated for the shut-down of various TiO 2 plants throughout the world.

Therefore, over the past ten years, Kronos and its competitors increased industry capacity through debottlenecking projects;

however, this increase only partly compensated for the shut-down of various TiO 2 plants throughout the world.

Although overall industry demand is expected to increase in 2024, other than through debottlenecking projects and the LB Group Co.

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Kronos continually seeks to improve the quality of its grades and has been successful in developing new grades for existing and new applications to meet the needs of its customers and increase product life cycles.

Since the beginning of 2017, Kronos has added nine new grades for pigments and other applications.

Since the beginning of 2019, Kronos has added seven new grades for pigments and other applications.

Patents, trademarks, trade secrets and other intellectual property rights - Kronos has a comprehensive intellectual property protection strategy that includes obtaining, maintaining and enforcing its patents, primarily in the United States, Canada and Europe.

Kronos also protects its trademark and trade secret rights and has entered into license agreements with third parties concerning various intellectual property matters.

Kronos also registers, maintains, and protects its trademark rights.

Kronos maintains the secrecy of its trade secret rights and protects them by means of security protocols and confidentiality agreements.

In some instances, Kronos has entered into license agreements with third parties concerning various intellectual property matters.

Kronos has also from time to time been involved in disputes over intellectual property.

Patents – Kronos has obtained patents and has numerous patent applications pending that cover its products and the technology used in the manufacture of its products.

Patents - Kronos has obtained patents and has numerous patent applications pending that cover certain aspects of its products and the technology used in the manufacture of its products.

Kronos’ patent strategy is important to it and its continuing business activities.

In addition to maintaining its patent portfolio, Kronos seeks patent protection for its technical developments, principally in the United States, Canada and Europe.

patents are generally in effect for 20 years from the date of filing.

patents are generally in effect from the time that they issue as patents and then extend for 20 years from the date of filing.

patent portfolio includes patents having remaining terms ranging from one year to 18 years.

Trademarks and trade secrets – Kronos trademarks, including KRONOS ® , are covered by issued and/or pending registrations, including in Canada and the United States.

Trademarks - Kronos trademarks, including KRONOS ® , are covered by issued and/or pending registrations, including in Canada and the United States.

Kronos protects the trademarks it uses in connection with the products it manufactures and sells and has developed goodwill in connection with its long-term use of its trademarks.

Kronos conducts research activities in secret and it protects the confidentiality of its trade secrets through reasonable measures, including confidentiality agreements and security procedures, including data security.

Trade secrets - Kronos conducts research activities in secret and it protects the confidentiality of its trade secrets through reasonable measures, including confidentiality agreements and security procedures, including data security.

Kronos relies upon unpatented proprietary knowledge and continuing technological innovation and other trade secrets to develop and maintain its competitive position.

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During 2021, Kronos was notified by government authorities in Norway that the classification of a dam at its mine facilities was changed to the highest level for Norwegian classification of dam structures.

As a result, its mine operations are subject to a higher degree of oversight and regulation than existed prior to this change in classification, and Kronos has increased its capital expenditures to adapt to the higher classification standards.

As a result, its mine operations are subject to a higher degree of oversight and regulation than existed prior to this change in classification.

In 2023, Kronos completed capital projects for improvements to the dam and related areas necessary to meet the new classification standards.

Kronos has a history of identifying new ways to reduce consumption and waste by converting byproducts to co-products through its KRONOS ecochem® products.

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Because TiO 2 production requires significant energy input, Kronos is focused on energy efficiency at all production locations.

Three of its five production facilities maintain certifications to the ISO 50001:2018 Energy Management standard and all locations have local energy teams in place.

Four of its five production facilities maintain certifications to the ISO 50001:2018 Energy Management standard and all locations have local energy teams in place.

These teams are responsible for maintaining ISO 50001:2018 certifications (where applicable), performing regular reviews of local energy consumption, making recommendations regarding capital projects that reduce energy consumption and associated Greenhouse Gas (GHG) emissions or enhance efficiency.

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On November 23, 2022 the Court of Justice of the European Union annulled the classification of TiO 2 as a suspected carcinogen in its entirety.

That decision is currently under appeal.

Kronos’ capital expenditures related to ongoing environmental compliance, protection and improvement programs, including capital expenditures which are primarily focused on increasing operating efficiency but also result in improved environmental protection such as lower emissions from its manufacturing facilities, were $11.2 million in 2023 and are currently expected to be approximately $28 million in 2024.

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All manufacturing facilities have detailed, site-specific emergency response procedures Kronos and CompX believe adequately address regulatory compliance, vulnerability to potential hazards, emergency response and action plans, employee training, alarms and warning systems and crisis communication.

At a corporate level, Kronos and CompX engage in periodic reviews of their cybersecurity programs, including cybersecurity risk and threats.

Cybersecurity programs are built on operations and compliance foundations.

Operations focus on continuous detection, prevention, measurement, analysis and response to cybersecurity alerts and incidents and on emerging threats.

Compliance establishes oversight of our cybersecurity programs by creating risk-based controls to protect the integrity, confidentiality, accessibility and availability of company data stored, processed, or transferred.

We periodically update our board of directors on cyber-related risks and cybersecurity programs.

In an effort to align our non-employee directors’ financial interests with those of our stockholders, our Board established share ownership guidelines for our non-management directors.

government and various non-U.S.

governmental agencies of countries in which Kronos operates have adopted or are contemplating regulatory changes relating to certain ESG topics, such as the Corporate Social Responsibility

Directive adopted by the European Union on November 28, 2022 (EU CSRD).

European jurisdictions in which Kronos operates have not yet adopted local legislation to implement the EU CSRD.

Kronos is evaluating and will continue to evaluate the applicability of the EU CSRD as regulatory guidance is issued and as the European countries in which it operates adopt implementing legislation and it will establish a compliance program to address any applicable requirements.

In an effort to align our non-employee directors’ financial interests with those of our stockholders, our board of directors established share ownership guidelines for our non-management directors.

Kronos has taken steps to integrate ESG considerations into operating decisions with other critical business factors.

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Kronos and CompX provide competitive compensation and benefits to their employees, some of which for Kronos are offered under collective bargaining agreements.

In addition to salaries, these programs, which vary by country/region, can include annual bonuses, a defined benefit pension plan (for Kronos), a defined contribution plan

with employer matching opportunities, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, family care resources, employee assistance programs, and tuition assistance.

In addition to salaries, these programs, which vary by country/region, can include annual bonuses, a defined benefit pension plan (for Kronos), a defined contribution plan with employer matching, a profit sharing plan, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, family care resources, employee assistance programs, and tuition assistance.

As of December 31, 2023, CompX employed 555 people, all in the United States.

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Kronos and CompX are committed to maintaining a strong safety culture where all workers meet or exceed required industry performance standards and continuously seek to improve occupational and process safety performance.

Kronos and CompX conduct their businesses in ways that provide all personnel with a safe and healthy work environment and have established safety and environmental programs and goals to achieve such results.

Kronos and CompX expect their manufacturing facilities to produce products safely and in compliance with local regulations, policies, standards and practices intended to protect the environment and people and have established global policies designed to promote such compliance.

Kronos and CompX require employees to comply with such requirements.

and have established global policies designed to promote compliance.

Kronos and CompX require their employees to comply with such requirements.

Kronos and CompX provide their workers with the tools and training necessary to make the appropriate decisions to prevent accidents and injuries.

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CompX defines lost time incidents as work-related accidents where a worker sustains an injury that results in time away from work.

CompX had lost time incidents of nil in 2020, one in 2021, and three in 2022.

CompX had one lost time incident in 2021, three in 2022 and one in 2023.

Kronos monitors conditions that could lead to a safety incident and keep track of injuries through reporting systems in accordance with laws in the jurisdictions in which it operates.

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This internal safety metric may not be directly comparable to a recordable incident rate calculated under U.S.

Kronos’ global total frequency rate was 1.61 in 2020 (1.54 of the aggregate represents employees only), 1.08 in 2021(0.90 of the aggregate represents employees only) and 1.01 in 2022 (0.86 of the aggregate represents employees only).

Kronos’ global total frequency rate was 1.08 in 2021 (0.90 was the frequency rate for employees only), 1.01 in 2022 (0.86 was the frequency rate for employees only) and 0.95 in 2023 (0.74 was the frequency rate for employees only).

Diversity and inclusion - We recognize that everyone deserves respect and equal treatment.

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We and other entities that may be affiliated with Contran routinely evaluate acquisitions of interests in, or combinations with, companies, including related companies that provide strategic opportunities and synergies or that we perceive to be undervalued in the marketplace.

These companies may or may not be engaged in businesses related to our current businesses.

These companies may or may not be engaged in businesses related to our

current businesses.

In some instances, we have actively managed the businesses acquired with a focus on maximizing return-on-investment through cost reductions, capital expenditures, improved operating efficiencies, selective marketing to address market niches, disposition of marginal operations, use of leverage and redeployment of capital to more productive assets.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business