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KRONOS WORLDWIDE INC

For the period ended Jun 30, 2026. Filed Aug 5, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 5, 2026

KRO$8.09+8.4%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements (unaudited)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

Note 1 - Organization and basis of presentation:

Organization-** **At June 30, 2026 Valhi, Inc. (NYSE: VHI) held approximately 50% of our outstanding common stock and a wholly-owned subsidiary of NLI Holdings, Inc. (formerly NL Industries, Inc.) (NYSE: NL) held approximately 31% of our common stock. Valhi owned approximately 83% of NLI’s outstanding common stock and a wholly-owned subsidiary of Contran Corporation held approximately 91% of Valhi’s outstanding common stock. A majority of Contran’s outstanding voting stock is held directly by Lisa K. Simmons and by family stockholders (Thomas C. Connelly (the husband of Ms. Simmons’ late sister), a family-owned entity and various family trusts established for the benefit of Ms. Simmons, Mr. Connelly and their children) who are required to vote their shares of Contran voting stock in the same manner as Ms. Simmons. Such voting rights are personal to Ms. Simmons and last through April 22, 2030. The remainder of Contran’s outstanding voting stock is held by another trust (the “Family Trust”), which was established for the benefit of Ms. Simmons and her late sister and their children and for which a third-party financial institution serves as trustee. Consequently, at June 30, 2026, Ms. Simmons and the Family Trust may be deemed to control Contran, and therefore may be deemed to indirectly control the wholly-owned subsidiary of Contran, Valhi, NLI and us.

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 periods ended June 30, 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 - TiO 2 segment information:

Our chief operating decision maker (“CODM”) evaluates the TiO 2 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 which is not significant. Differences between segment profit and the amounts included in consolidated net income (loss) are shown in the table below. Substantially all depreciation expense is included in the calculation of segment profit.

​​​​​​​​​​​​​
​ · ​ · Three months ended · ​ · Six months ended
​ · ​ · June 30, · ​ · June 30,
​ · ​ ​ ​ · 2025 · ​ ​ ​ · 2026 · ​ · ​ · 2025 · ​ · ​ · 2026
​ · ​ · (In millions)
Net sales​$494.4​$558.1​$984.2​$1,067.9
​​​​​​​​​​​
Segment profit​$10.9​$41.0​$52.5​$56.1
Corporate expenses​​(3.3)​​(3.2)​​(6.3)​​(5.6)
Corporate interest and dividend income​.1​.1​​.3​​.2
Marketable equity securities​-​-​​(1.0)​​.3
Other components of net periodic pension and OPEB cost​​(.6)​​(.8)​​(1.1)​​(1.6)
Interest expense​​(12.8)​​(14.2)​​(24.4)​​(28.5)
Income tax expense​​(3.5)​​(7.7)​​(11.1)​​(10.5)
Net income (loss)​$(9.2)​$15.2​$8.9​$10.4
​​​​​​​​​​​​​
Depreciation expense​$15.1​$15.8​$29.0​$31.2

Note 3 - Accounts and other receivables, net:

​​​​​​​
​ · ​ · December 31, · ​ · June 30,
​ · ​ ​ ​ · 2025 · ​ ​ ​ · 2026
​ · ​ · (In millions)
Trade receivables​$270.7​$373.4
Recoverable VAT and other receivables​16.4​17.7
Receivables from affiliates​​​​​​
Income taxes receivable from Valhi​​2.7​​4.0
Other​​.7​​.7
Refundable income taxes​1.2​1.2
Allowance for doubtful accounts​(3.9)​(3.7)
Total​$287.8​$393.3

Note 4 - Inventories, net:

​ · ​ · ​ · ​ · ​ · ​ · ​
​​December 31,​June 30,
​​ ​ ​2025​ ​ ​2026
​ · ​ · (In millions)
Raw materials​$179.7​$144.5
Work in process​47.3​48.1
Finished products​267.9​176.8
Supplies​133.7​128.9
Total​$628.6​$498.3

Note 5 - Marketable securities:

Our marketable securities consist of investments in the publicly-traded shares of our related party, Valhi. Our marketable securities 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.

​​​​​​​​​​​​
​​ ​ ​Fair value​ ​ ​​​​ ​ ​​​​ ​ ​​​
​ · ​ · measurement · ​ · Market · ​ · Cost · ​ · Unrealized
Marketable security · ​ ​ ​ · level · ​ ​ ​ · value · ​ ​ ​ · basis · ​ ​ ​ · loss
​ · ​ · ​ · (In millions)
December 31, 2025: · ​ · ​ · ​ · ​ · ​ · ​ · ​
Valhi common stock1​$1.8​$3.2​$(1.4)
​​​​​​​​​​​​
June 30, 2026:​​​​​​​​
Valhi common stock1​$2.1​$3.2​$(1.1)

At December 31, 2025 and June 30, 2026, we held approximately 144,000 shares of Valhi’s common stock. At December 31, 2025 and June 30, 2026, the per share quoted market price of Valhi’s common stock was $12.05 and $14.67, respectively.

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, · ​ · June 30,
​ · ​ ​ ​ · 2025 · ​ ​ ​ · 2026
​ · ​ · (In millions)
Kronos International, Inc. 9.50% Senior Secured Notes due 2029​$503.7​$487.7
Subordinated, Unsecured Term Loan from Contran​53.7​53.7
Revolving credit facility​​-​​28.2
Total debt​557.4​569.6
Less current maturities​-​-
Total long-term debt​$557.4​$569.6

9.50%* Senior Secured Notes due 2029* - At June 30, 2026, the carrying value of the 9.50% Senior Secured Notes due 2029 (€426.174 million aggregate principal amount outstanding) is stated net of $8.0 million of unamortized premium and $5.7 million of unamortized debt issuance costs (at December 31, 2025 the amounts were $9.0 million and $6.9 million, respectively).

Revolving credit facility (the “Global Revolver”)- During the first six months of 2026, we borrowed $280.2 million and repaid $252.0 million under our $350 million Global Revolver. The average interest rate on outstanding borrowings under this facility for the six months ended June 30, 2026 was 4.9%. At June 30, 2026, $28.2 million was outstanding under the Global Revolver and the average interest rate on outstanding borrowings was 5.3%. At June 30, 2026 we had borrowing availability of approximately $261 million less any amounts outstanding under this facility.

Other - We are in compliance with all of our debt covenants at June 30, 2026.

Note 7 - Accounts payable and accrued liabilities:

​​​​​​​
​ · ​ · December 31, · ​ · June 30,
​ · ​ ​ ​ · 2025 · ​ ​ ​ · 2026
​ · ​ · (In millions)
Accounts payable​$224.0​$172.5
Accrued sales discounts and rebates​25.1​14.0
Employee benefits​26.0​26.3
Payables to affiliates:​​​​​​
Contran - trade items​​1.3​​1.6
Accrued severance costs​​8.8​​3.8
Operating lease liabilities​4.2​3.9
Other​65.0​60.1
Total​$354.4​$282.2

See Note 15 for additional information related to accrued severance costs.

Note 8 - Other noncurrent liabilities:

​​​​​​​
​ · ​ ​ ​ · December 31, · ​ · June 30,
​ · ​ ​ ​ · 2025 · ​ ​ ​ · 2026
​ · ​ · (In millions)
Asset retirement obligations​$14.7​$15.0
Accrued postretirement benefits​​5.7​​5.5
Uncertain tax positions​​-​​5.4
Employee benefits​4.6​4.3
Other​2.7​2.6
Total​$27.7​$32.8

See Note 11 for additional information related to the uncertain tax positions.

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 · ​ · Six months ended
​ · ​ · June 30, · ​ · June 30,
​ · ​ ​ ​ · 2025 · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​ ​ ​ · 2026
​​(In millions)
Net sales - point of origin:​​​​​​​​​​​​
United States​$275.7​$440.7​$598.1​$798.4
Germany​214.5​253.7​431.3​480.3
Canada​55.7​87.6​166.5​175.5
Belgium​65.6​70.3​131.3​134.5
Norway​72.8​62.8​143.3​128.9
Eliminations​(189.9)​(357.0)​(486.3)​(649.7)
Total​$494.4​$558.1​$984.2​$1,067.9
​​​​​​​​​​​​​
Net sales - point of destination:​​​​​​​​
Europe​$226.8​$285.5​$455.3​$528.6
North America​188.2​199.0​378.4​385.2
Other​79.4​73.6​150.5​154.1
Total​$494.4​$558.1​$984.2​$1,067.9

Note 10 - Employee benefit plans:

The components of net periodic defined benefit pension cost are presented in the table below.

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three months ended · ​ · Six months ended
​ · ​ · June 30, · ​ · June 30,
​​ ​ ​2025​ ​ ​2026​ ​ ​2025​ ​ ​2026
​​(In millions)
Net periodic pension cost (income):​​​​​​​​
Service cost​$1.5​$1.2​$2.9​$2.5
Interest cost​5.4​5.5​10.6​11.1
Expected return on plan assets​(5.6)​(5.3)​(10.8)​(10.6)
Recognized actuarial losses​.6​.5​1.0​.9
Total​$1.9​$1.9​$3.7​$3.9

We expect our 2026 contributions for our pension plans to be approximately $17 million.

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 21% are presented below.

​​​​​​​​​​​​​​
​ · ​ · Three months ended · ​ · Six months ended · ​
​ · ​ · June 30, · ​ · June 30, · ​
​ · ​ ​ ​ · 2025 · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​ ​ ​ · 2026 · ​ ​ ​
​ · ​ · (In millions) · ​
U.S. federal statutory tax rate​$(1.2)​$4.8​$4.2​$4.4​
Foreign tax effects:​​​​​​​​​
Germany:​​​​​​​​​
Nondeductible items​​.6​​.5​​1.1​​.5​
Other​​(.4)​​.9​​-​​1.0​
Belgium:​​​​​​​​​​​​​
Changes in valuation allowances​​2.7​​.4​​2.8​​.9​
Other​​(.3)​​(.1)​​(.3)​​(.1)​
Canada:​​​​​​​​​​​​​
Subnational income taxes​​.6​​.5​​1.1​​.5​
Other​​(.5)​​(.1)​​(.6)​​(.1)​
Other foreign jurisdictions​​.3​​.1​​.5​​.2​
Effect of cross-border tax laws:​​​​​​​​​​​​​
Net controlled-foreign-corporation tested income​​1.0​​.6​​1.6​​.7​
Incremental tax benefit on losses of subsidiary​​(2.2)​​(1.3)​​(3.8)​​(1.4)​
Other​​.1​​.1​​.2​​.1​
Changes in valuation allowances​​3.2​​1.1​​4.6​​1.1​
Changes in unrecognized tax benefits, net​​-​​.1​​(.1)​​2.6​
Other adjustments​​(.4)​​.1​​(.2)​​.1​
Income tax expense​$3.5​$7.7​$11.1​$10.5​
​​​​​​​​​​​​​​
Comprehensive provision for income taxes allocable to:​​​​​​​​​
Net income​$3.5​$7.7​$11.1​$10.5​
Other comprehensive income - pension plans​​.1​​.1​​.2​​.2​
Total​$3.6​$7.8​$11.3​$10.7​

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 $2.0 million to establish an uncertain tax position, net of amounts expected to be received from other taxing jurisdictions.

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.

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 · ​ · Six months ended
​ · ​ · June 30, · ​ · June 30,
​ · ​ ​ ​ · 2025 · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​ ​ ​ · 2026
​ · ​ · (In millions)
Accumulated other comprehensive loss, net of tax: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Currency translation: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Balance at beginning of period​$(282.7)​$(263.1)​$(300.0)​$(267.3)
Other comprehensive income (loss)​14.2​(4.2)​31.5​-
Balance at end of period​$(268.5)​$(267.3)​$(268.5)​$(267.3)
​​​​​​​​​​​​​
Defined benefit pension plans:​​​​​​​​
Balance at beginning of period​$(63.4)​$(28.7)​$(63.8)​$(29.0)
Other comprehensive income - amortization of prior service cost and net losses included in net periodic pension cost​.4​.3​.8​.6
Balance at end of period​$(63.0)​$(28.4)​$(63.0)​$(28.4)
​​​​​​​​​​​​​
OPEB plans:​​​​​​​​
Balance at beginning and end of period​$.3​$.7​$.3​$.7
​​​​​​​​​​​​​
Total accumulated other comprehensive loss:​​​​​​​​
Balance at beginning of period​$(345.8)​$(291.1)​$(363.5)​$(295.6)
Other comprehensive income (loss)​14.6​(3.9)​32.3​.6
Balance at end of period​$(331.2)​$(295.0)​$(331.2)​$(295.0)

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.

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 · ​ ​ ​ · June 30, 2026
​ · Carrying · ​ · Fair · ​ · Carrying · ​ · Fair
​ · amount · ​ · value · ​ · amount · ​ · value
​ · (In millions)
Cash, cash equivalents and restricted cash$42.5​$42.5​$34.5​$34.5
Long-term debt:​​​​​​​
Fixed rate 9.50% Senior Secured Notes due 2029​503.7​​469.9​​487.7​​478.8
Revolving credit facility​-​​-​​28.2​​28.2

At December 31, 2025 and June 30, 2026, the estimated market price of our 9.50% Senior Secured Notes due 2029 was €937 and €986 per €1,000 principal amount, respectively. The fair value of our Senior Secured Notes due 2029 was based on quoted market prices; however, these prices represented Level 2 inputs because the market in which the notes trade was not active. Due to the variable interest rate, the carrying amountof our revolving credit facility is deemed to approximate fair value. Due to their near-term maturities, the carrying amounts of accounts receivable and accounts payable are considered equivalent to fair value. See Notes 3 and 7.

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 226 positions with a substantial portion of such reductions accomplished through involuntary programs. A portion of the reductions was also accomplished through voluntary programs, for which eligible workforce reduction costs were recognized at the time both the employee and employer were irrevocably committed to the terms of the separation. During the fourth quarter of 2025, we recognized an aggregate $10.3 million charge related to these workforce reductions. Accrued severance costs remaining at June 30, 2026 are expected to be substantially paid in 2026 and are included in accounts payable and accrued liabilities on our Condensed Consolidated Balance Sheet, see Note 7. We do not expect to accrue any further material amounts for the workforce reductions.

A summary of the activity in our accrued restructuring costs for the first six months of 2026 is shown in the table below:

​​​
​​
​Amount
​ · (in millions)
​​​
Accrued workforce reduction costs at December 31, 2025$8.8
Workforce reduction costs accrued​-
Workforce reduction costs paid​(4.8)
Currency translation adjustments, net​(.2)
Current liability at June 30, 2026$3.8

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.

In May 2026, the FASB issued ASU No. 2026-02,Environmental Credits and Environmental Credit Obligations, which establishes guidance for the recognition, measurement, presentation, and disclosure of environmental credits and related compliance obligations. The standard is intended to improve consistency and comparability in accounting for environmental credit programs by providing a comprehensive accounting framework. The ASU is effective for us beginning in 2028, with early adoption permitted. We are in the process of evaluating the impact this standard will have on our Condensed Consolidated Financial Statements.

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