5 unchanged sentences
Our Chemicals Segment’s sales and profitability are largely dependent on the TiO 2 industry.
−Removed: In 2022, 92% of our Chemicals Segment’s sales were attributable to sales of TiO 2 .
+Added: In 2023, approximately 90% of our Chemicals Segment’s sales were attributable to sales of TiO 2 .
TiO 2 is used in many “quality of life” products for which demand historically has been linked to global, regional, and local gross domestic product and discretionary spending, which can be negatively impacted by regional and world events or economic conditions.
10 unchanged sentences
Competition is based on a number of factors, such as price, product quality and service.
−Removed: Some of our Chemicals Segment’s competitors may be able to drive down prices for its products if their costs are lower than our Chemicals Segment’s costs.
+Added: Our Chemicals Segment faces significant competition from international and regional competitors, including TiO 2 producers in China, who have significant sulfate production process capacity.
+Added: Chinese producers have also continued to develop chloride process technology, and the risk of substitution of our Chemicals Segment’s products with products made by Chinese producers could increase if Chinese producers increase the use of chloride process technology and improve the quality of their sulfate and chloride products.
+Added: Some of our Chemicals Segment’s competitors may be able to drive down prices for our Chemicals Segment’s products if their costs are lower than our Chemicals Segment’s costs, including its competitors with vertically integrated sources of raw materials for the chloride process who may have a competitive advantage during periods of high or rising raw material costs or who operate in regions with less stringent regulatory requirements.
In addition, some of our Chemicals Segment’s competitors’ financial, technological and other resources may be greater than its resources and such competitors may be better able to withstand changes in market conditions.
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● New competitors could emerge by modifying their existing production facilities to manufacture products that compete with our Component Products Segment’s products.
−Removed: ● Our Component Products Segment may not be able to sustain a cost structure that enables us to be competitive.
+Added: ● Our Component Products Segment may not be able to sustain a cost structure that enables it to be competitive.
● Customers may no longer value our Component Products Segment’s product design, quality or durability over the lower cost products of its competitors.
2 unchanged sentences
Our Component Products Segment spends a significant amount of time and effort to refine, improve and adapt its existing products for new customers and applications.
−Removed: Since expenditures for these types of activities are not considered research and development expense under accounting principles generally accepted in the United States of America (“GAAP”), the amount of our Component
−Removed: Products Segment’s research and development expenditures, which is not significant, is not indicative of the overall effort involved in the development of new product features.
+Added: Since expenditures for these types of activities are not considered research and development expense under accounting principles generally accepted in the United States of America (GAAP), the amount of our Component Products Segment’s research and development expenditures, which is not significant, is not indicative of the overall effort involved in the development of new product features.
The introduction of new product features requires the coordination of the design, manufacturing and marketing of the new product features with current and potential customers.
1 unchanged sentence
While our Component Products Segment will continue to emphasize the introduction of innovative new product features that target customer-specific opportunities, we do not know if any new product features our Component Products Segment introduces will achieve the same degree of success that it has achieved with its existing products.
−Removed: Introduction of new product features typically requires increases in production volume on a timely basis while maintaining product quality.
−Removed: Manufacturers often encounter difficulties in increasing production volumes, including delays, quality control problems and shortages of qualified personnel or raw materials.
−Removed: As our Component Products Segment attempts to introduce new product features in the future, we do not know if it will be able to increase production volumes without encountering these or other problems, which might negatively impact our financial condition or results of operations.
+Added: At times our Component Products Segment works with new and existing customers on specific product innovations.
+Added: Sometimes it has a cost sharing arrangement for development efforts, although our Component Products Segment may also fully bear the development costs.
+Added: If a customer were to ultimately reject or abandon custom product innovation efforts, our Component Products Segment may not be able to recover its development costs.
Higher costs or limited availability of our raw materials may reduce our earnings and decrease our liquidity.
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If our Chemicals Segment or its worldwide vendors are unable to meet their planned or contractual obligations and our Chemicals Segment is unable to obtain necessary raw materials, it could incur higher costs for raw materials or may be required to reduce production levels.
−Removed: Our Chemicals Segment experienced increases in feedstock costs in 2021 and 2022, and we expect feedstock costs to continue to increase in 2023.
−Removed: Our Chemicals Segment may also experience higher operating costs such as energy costs, which could affect its profitability.
−Removed: Our Chemicals Segment may not always be able to increase its selling prices to offset the impact of any higher costs or reduced production levels, which could reduce earnings and decrease liquidity.
−Removed: Our Chemicals Segment has supply contracts that provide for its TiO 2 feedstock requirements that currently expire in 2023, and one contract that extends through 2026.
−Removed: While our Chemicals Segment believes it will be able to renew these contracts, we do not know if our Chemicals Segment will be successful in renewing them or in obtaining long-term extensions to them prior to expiration.
−Removed: Our Chemicals Segment’s current agreements (including those entered into through February 2023) require it to purchase certain minimum quantities of feedstock with minimum purchase commitments aggregating approximately $1.0 billion beginning in 2023 and extending through 2026.
+Added: Our Chemicals Segment experienced increases in feedstock costs in 2022 and 2023, for example, which affected its margins.
+Added: Our Chemicals Segment has also experienced higher operating costs such as energy costs.
+Added: Future variations in the cost of energy, which primarily reflect market prices for oil and natural gas, and for raw materials may significantly affect its operating results and decrease liquidity as our Chemicals Segment may not always be able to increase its selling prices to offset the impact of any higher costs or reduced production levels.
+Added: Our Chemicals Segment has supply contracts that provide for its TiO 2 feedstock requirements.
+Added: While our Chemicals Segment believes it will be able to renew these contracts, as necessary, we do not know if our Chemicals Segment will be successful in renewing them or in obtaining long-term extensions to them prior to expiration.
+Added: Our Chemicals Segment’s current agreements require it to purchase certain minimum quantities of feedstock with minimum purchase commitments aggregating approximately $583 million beginning in 2024 and extending through 2026.
In addition, our Chemicals Segment has other long-term supply and service contracts that provide for various raw materials and services.
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These raw materials are purchased from several suppliers and are generally readily available from numerous sources.
−Removed: Our Component Products Segment occasionally enters into short-term raw material supply arrangements to mitigate the impact of future increases in commodity-related raw material costs and ensure supply.
+Added: Our Component Products Segment occasionally enters into short-term raw material supply arrangements to mitigate the impact of future increases in commodity-related
+Added: raw material costs and ensure supply.
Materials purchased outside of these arrangements are sometimes subject to unanticipated and sudden price increases.
Certain components used in our Component Products Segment’s products are manufactured by foreign suppliers located in China and elsewhere.
−Removed: Global economic and political conditions, including natural disasters, terrorist acts, global conflict, and public health crises such as COVID-19, could prevent our Component Products Segment’s vendors from being able to supply these components.
−Removed: Should our Component Products Segment’s vendors not be able to meet their
−Removed: supply obligations or should it be otherwise unable to obtain necessary raw materials or components, it may incur higher supply costs or may be required to reduce production levels, either of which may decrease our liquidity or negatively impact our financial condition or results of operations as our Component Products Segment may be unable to offset the higher costs with increases in its selling prices or reductions in other operating costs.
+Added: Global economic and political conditions, including natural disasters, terrorist acts, transportation disruptions, global conflict and public health crises such as pandemics, could prevent our Component Products Segment’s vendors from being able to supply these components.
+Added: Should our Component Products Segment’s vendors not be able to meet their supply obligations or should it be otherwise unable to obtain necessary raw materials or components, it may incur higher supply costs or may be required to reduce production levels, either of which may decrease our liquidity or negatively impact our financial condition or results of operations as our Component Products Segment may be unable to offset the higher costs with increases in its selling prices or reductions in other operating costs.
Our Real Estate Management and Development Segment has significant development obligations related to a residential/planned community in Henderson, Nevada.
3 unchanged sentences
We generally recognize revenue from these land sales over time using cost-based inputs because we receive substantially all cash payment at the time of sale but significant development obligations still exist.
−Removed: We currently estimate development obligations are $140 million and will take approximately three to five years to complete.
+Added: We currently estimate development obligations are approximately $107 million and will take approximately three to four years to complete.
Our estimates of our development obligations include certain assumptions about future labor and construction costs.
10 unchanged sentences
Our leverage may impair our financial condition or limit our ability to operate our businesses.
−Removed: We have a significant amount of debt, primarily related to Kronos’ Senior Notes, our loan from Contran Corporation, and the LandWell bank note.
−Removed: As of December 31, 2022, our total consolidated debt was approximately $560 million.
+Added: We have a significant amount of debt, primarily related to Kronos’ Senior Secured Notes issued in September 2017 and February 2024, Kronos’ and our loans from Contran Corporation and the LandWell bank note.
+Added: As of December
+Added: 31, 2023, our total consolidated debt was approximately $547 million.
Our level of debt could have important consequences to our stockholders and creditors, including:
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● placing us at a competitive disadvantage relative to other less leveraged competitors.
−Removed: Indebtedness outstanding under our loan from Contran and Kronos’ global revolving credit facility accrues interest at variable rates.
−Removed: To the extent market interest rates rise, the cost of our debt could increase, adversely affecting financial condition, results of operations and cash flows.
+Added: Indebtedness outstanding under our loan from Contran and Kronos’ global revolving credit facility (Global Revolver) accrues interest at variable rates.
+Added: To the extent market interest rates rise, the cost of our debt could increase, even if the amount borrowed remains the same, adversely affecting financial condition, results of operations and cash flows.
In addition to our indebtedness, we are party to various lease and other agreements (including feedstock purchase contracts and other long-term supply and service contracts as discussed above) pursuant to which, along with our indebtedness, we are committed to pay approximately $632 million in 2024.
3 unchanged sentences
Our businesses may not generate cash flows from operating activities sufficient to enable us to pay our debts when they become due and to fund our other liquidity needs.
−Removed: As a result, we may need to refinance all or a portion of our debt before maturity.
+Added: As a result, we may need to refinance all or a portion of our debt before maturity, as we have done in the past.
We may not be able to refinance any of our debt in a timely manner on favorable terms, if at all, in the current credit markets.
2 unchanged sentences
We operate our businesses in several different countries and sell our products worldwide.
−Removed: For example, during 2022, 45% of our Chemicals Segment’s sales volumes were sold into European markets.
+Added: For example, during 2022 and 2023 approximately 45% and 44%, respectively, of our Chemicals Segment’s sales volumes were sold into European markets.
The majority (but not all) of our sales from our Chemicals Segment’s operations outside the United States are denominated in currencies other than the United States dollar, primarily the euro, other major European currencies and the Canadian dollar.
17 unchanged sentences
From time to time, new environmental, health and safety regulations are passed or proposed in the countries in which we operate or sell our products, seeking to regulate our operations or to restrict, limit or classify TiO 2 , or its use.
−Removed: Increased regulatory scrutiny could affect consumer perception of TiO 2 or limit the marketability and demand for TiO 2 or products containing TiO 2 and increase our manufacturing and regulatory compliance obligations and costs.
+Added: Increased regulatory scrutiny could affect consumer perception of TiO 2 or limit the marketability and demand for TiO 2 or products containing TiO 2 or increase our manufacturing and regulatory compliance obligations and costs.
Increased compliance obligations and costs or restrictions on operations, raw materials and certain TiO 2 applications could negatively impact our future financial results through increased costs of production, or reduced sales which may decrease our liquidity, operating income and results of operations.
−Removed: If our intellectual property were to be declared invalid, or copied by or become known to competitors, or if our competitors were to develop similar or superior intellectual property or technology, our ability to compete could be adversely impacted.
−Removed: Protection of our intellectual property rights, including patents, trade secrets, confidential information, trademarks and tradenames, is important to our businesses and our competitive positions.
−Removed: We endeavor to protect our intellectual property rights in key jurisdictions in which our products are produced or used and in jurisdictions into which our products are imported.
+Added: If some or all of our intellectual property were to be declared invalid, held to be unenforceable or copied by competitors or some or all of our confidential information become known to competitors, or if our competitors were to develop similar or superior intellectual property or technology, our ability to compete could be adversely impacted.
+Added: Protection of our intellectual property rights, including patents, copyrights, trade secrets, confidential information, trademarks and tradenames, is important to our businesses and our competitive positions.
+Added: We endeavor to protect our intellectual property rights in key jurisdictions in which our products are produced, sold or used and in jurisdictions into which our products are imported.
However, we may be unable to obtain protection for our intellectual property in key jurisdictions.
−Removed: Although we own and have applied for numerous patents and trademarks throughout the world, we may have to rely on judicial enforcement of our patents and other proprietary rights.
−Removed: Our patents and other intellectual property rights may be challenged, invalidated, circumvented and rendered unenforceable or otherwise compromised.
+Added: Although we own and have applied for numerous patents and trademarks throughout the world, we may have to engage in judicial enforcement in order to protect our patent rights and other proprietary rights.
+Added: Our patents and other intellectual property rights may be challenged, invalidated, circumvented, rendered unenforceable or otherwise compromised.
A failure to protect, defend or enforce our intellectual property could have an adverse effect on our financial condition and results of operations.
Similarly, third parties may assert claims against us and our customers and distributors alleging our products infringe upon third-party intellectual property rights.
+Added: In the event that any such third-party prevails against us on such claims, there could be an adverse effect on our financial condition and results of operations.
Although it is the practice of our Chemicals Segment to enter into confidentiality agreements with its employees and third parties to protect its proprietary expertise and other trade secrets, these agreements may not provide sufficient protection for its trade secrets or proprietary know-how, or adequate remedies for breaches of such agreements may not be available in the event of an unauthorized use or disclosure of such trade secrets and know-how.
Our Chemicals Segment also may not be able to readily detect breaches of such agreements.
−Removed: The failure of our Chemicals Segment’s patents or confidentiality agreements to protect its proprietary technology, know-how or trade secrets could result in a material loss of its competitive position, which could lead to significantly lower revenues, reduced profit margins or loss of market share.
+Added: The failure of our Chemicals Segment’s confidentiality agreements to protect its proprietary technology, know-how or trade secrets could result in a material loss of its competitive position, which could lead to significantly lower revenues, reduced profit margins or loss of market share.
Our Component Products Segment relies on patent, trademark and trade secret laws in the United States and similar laws in other countries to establish and maintain our intellectual property rights in our technology and designs.
Despite these measures, any of our intellectual property rights could be challenged, invalidated, circumvented or misappropriated.
−Removed: Others may independently discover our trade secrets and proprietary information, and in such cases our Component Products Segment could not assert any trade secret rights against such parties.
+Added: Third parties may independently discover our trade secrets and proprietary information, and in such cases our Component Products Segment could not assert any trade secret rights against such parties.
Further, we do not know if any of our Component Products Segment’s pending trademark or patent applications will be approved.
6 unchanged sentences
If we cannot or do not license the infringed technology on reasonable pricing terms or at all, or substitute similar technology from another source, our business could be adversely impacted.
−Removed: If we must take legal action to protect, defend or enforce our intellectual property rights, any suits or proceedings could result in significant costs and diversion of resources and management’s attention, and we may not prevail in any such suits or proceedings.
−Removed: A failure to protect, defend or enforce our intellectual property rights could have an adverse effect on our financial condition and results of operations.
+Added: If we must take legal action to protect, defend or enforce our intellectual property rights, any suits or proceedings could result in significant costs, including attorney’s fees and diversion of resources and management’s attention, and we may not prevail in any such suits or proceedings.
Global climate change laws and regulations could negatively impact our financial results or limit our ability to operate our businesses.
1 unchanged sentence
government and various non-U.S.
−Removed: governmental agencies of countries in which we operate have determined the consumption of energy derived from fossil fuels is a major contributor to climate change and have introduced or are contemplating regulatory changes in response to the potential impact of climate change, including laws and regulations requiring enhanced reporting (such as the Corporate Social Responsibility Directive adopted by the European Union on November 28, 2022) as well as legislation regarding carbon emission costs, GHG emissions and renewable energy targets.
+Added: governmental agencies of countries in which we operate have determined the consumption of energy derived from fossil fuels is a major contributor to climate change and have adopted or are contemplating regulatory changes in response to the potential impact of climate change, including laws and regulations requiring enhanced reporting (such as the Corporate Social Responsibility Directive adopted by the European Union on November 28, 2022) as well as legislation regarding carbon emission costs, GHG emissions and renewable energy targets.
International treaties or agreements may also result in increasing regulation of GHG emissions, including emissions permits and/or energy taxes or the introduction of carbon emissions trading mechanisms.
To date, the existing GHG laws and regulations in effect in the various countries in which we operate have not had a material adverse effect on our financial results.
−Removed: Until the timing, scope and extent of any new or future regulation becomes known, we cannot predict the effect on our business, results of operations or financial condition.
+Added: Until the timing, scope and extent of any new or future regulation become known, we cannot predict the effect on our business, results of operations or financial condition.
However, if further GHG laws and regulations were to be enacted in one or more countries, it could negatively impact our future results of operations through increased costs of production, particularly as it relates to our energy requirements or our need to obtain emissions permits.
3 unchanged sentences
Operating as a global business presents risks associated with global and regional economic, political and regulatory environments.
−Removed: We have significant international operations which, along with our customers and suppliers, could be substantially affected by a number of risks arising from operating a multi-national business, including trade barriers, tariffs, economic sanctions, exchange controls, global and regional economic downturns, natural disasters, terrorism, armed conflict (such as the current conflict between Russia and Ukraine), health crises (such as COVID-19) and political conditions.
+Added: We have significant international operations which, along with our customers and suppliers, could be substantially affected by a number of risks arising from operating a multi-national business, including trade barriers, tariffs, economic sanctions, exchange controls, global and regional economic downturns, terrorism, armed conflict (such as the current conflicts between Russia and Ukraine and Israel and Hamas), natural disasters, pandemics or other health crises and political conditions.
We may encounter difficulties enforcing agreements or other legal rights and the effective tax rate may fluctuate based on the variability of geographic earnings and statutory tax rates.
2 unchanged sentences
Technology failures or cybersecurity breaches could have a material adverse effect on our operations.
−Removed: Our businesses rely on integrated information technology systems to manage, process and analyze data, including to facilitate the manufacture and distribution of products to and from our plants, receive, process and ship orders, manage the billing of and collections from customers and manage payments to vendors.
−Removed: Although we have systems and procedures
−Removed: in place to protect our information technology systems, there can be no assurance that such systems and procedures will be sufficiently effective.
+Added: Our businesses rely on integrated information technology systems to manage, process and analyze data, including to facilitate the manufacture and distribution of products to and from our facilities, receive, process and ship orders, manage the billing of and collections from customers and manage payments to vendors.
+Added: Although we have systems and procedures in place to protect our information technology systems, there can be no assurance that such systems and procedures will be sufficiently effective.
Therefore, any of our information technology systems may be susceptible to outages, disruptions or destruction from power outages, telecommunications failures, employee error, cybersecurity breaches or attacks and other similar events.
9 unchanged sentences
Any such events could have a material adverse effect on our costs or results of operations.
−Removed: UNRESOLVED STAFF COMMENTS
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.