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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
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Item 7.01 |
Regulation FD Disclosure.
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Item 9.01 |
Financial Statements and Exhibits.
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(d)
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Exhibits
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Item No.
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Exhibit Index
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99.1*
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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*
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Filed herewith
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KRONOS WORLDWIDE, INC.
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(Registrant)
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Date: March 10, 2021
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By:
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/s/ James W. Brown
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James W. Brown,
Executive Vice President and Chief Financial Officer
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Kronos Worldwide, Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, TX 75240-2620
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Contact: Janet Keckeisen
Vice President, Corporate
Strategy and Investor Relations
(972) 233-1700
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News Release
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•
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Future supply and demand for our products
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•
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The extent of the dependence of certain of our businesses on certain market sectors
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•
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The cyclicality of our business
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•
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Customer and producer inventory levels
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•
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Unexpected or earlier-than-expected industry capacity expansion
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•
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Changes in raw material and other operating costs (such as energy and ore costs)
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•
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Changes in the availability of raw materials (such as ore)
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•
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General global economic and political conditions that harm the worldwide economy, disrupt our supply chain, increase material 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, natural disasters, terrorist acts, global
conflicts and public health crises such as COVID-19)
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•
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Competitive products and substitute products
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•
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Customer and competitor strategies
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•
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Potential consolidation of our competitors
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•
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Potential consolidation of our customers
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•
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The impact of pricing and production decisions
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•
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Competitive technology positions
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•
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Potential difficulties in upgrading or implementing accounting and manufacturing software systems
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•
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The introduction of trade barriers or trade disputes
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•
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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
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•
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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)
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•
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Our ability to renew or refinance credit facilities
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•
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Our ability to maintain sufficient liquidity
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•
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The ultimate outcome of income tax audits, tax settlement initiatives or other tax matters, including future tax reform
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•
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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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•
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Environmental matters (such as those requiring compliance with emission and discharge standards for existing and new facilities)
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•
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Government laws and regulations and possible changes therein including new environmental health and safety regulations (such as those seeking to
limit or classify TiO2 or its use)
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•
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Possible future litigation.
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•
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The Company discloses segment profit, which is used by the Company’s management to assess the performance of the Company’s
TiO2 operations. The Company believes disclosure of segment profit provides useful information to investors because it allows investors to analyze the performance of the Company’s TiO2 operations in the same way
that the Company’s management assesses performance. The Company defines segment profit as income before income taxes, interest expense and certain general corporate items. Corporate items excluded from the determination of segment profit
include corporate expense and interest income not attributable to the Company’s TiO2 operations; and
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•
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The Company discloses EBITDA, which is also used by the Company’s management to assess the performance of the Company’s TiO2 operations.
The Company believes disclosure of EBITDA provides useful information to investors because it allows investors to analyze the performance of the Company’s TiO2 operations in the same way that the Company’s management assesses
performance. The Company defines EBITDA as net income before interest expense, income taxes and depreciation and amortization expense.
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Three months ended
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Year ended
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|||||||||||||||
December 31,
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December 31,
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|||||||||||||||
2019
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2020
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2019
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2020
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|||||||||||||
(unaudited)
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||||||||||||||||
Net sales
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$
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372.7
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$
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414.9
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$
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1,731.1
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$
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1,638.8
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||||||||
Cost of sales
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293.0
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328.2
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1,344.9
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1,287.6
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||||||||||||
Gross margin
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79.7
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86.7
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386.2
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351.2
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||||||||||||
Selling, general and administrative expense
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55.7
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56.8
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228.2
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218.6
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||||||||||||
Other operating income (expense):
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Currency transactions, net
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(3.6
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)
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(7.2
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)
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2.0
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(4.0
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)
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|||||||||
Other income, net
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.3
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.7
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.9
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1.4
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||||||||||||
Corporate expense
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(3.5
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)
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(3.0
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)
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(15.1
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)
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(13.8
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)
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Income from operations
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17.2
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20.4
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145.8
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116.2
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Other income (expense):
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Trade interest income
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.4
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-
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1.4
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.3
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Other interest and dividend income
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1.1
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.3
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5.3
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1.5
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||||||||||||
Insurance settlement gain
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2.6
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-
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2.6
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1.5
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||||||||||||
Marketable equity securities
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-
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.2
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(.1
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)
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(1.1
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)
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Other components of net periodic pension
and OPEB cost
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(3.8
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)
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(5.0
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)
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(15.2
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)
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(19.4
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)
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Interest expense
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(4.6
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)
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(4.9
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)
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(18.7
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)
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(19.0
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)
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Income before income taxes
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12.9
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11.0
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121.1
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80.0
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Income tax expense
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3.5
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.8
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34.0
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16.1
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Net income
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$
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9.4
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$
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10.2
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$
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87.1
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$
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63.9
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Net income per basic and diluted share
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$
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.08
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$
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.09
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$
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.75
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$
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.55
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Weighted average shares used in the
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||||||||||||||||
calculation of net income per share
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115.7
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115.5
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115.8
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115.6
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TiO2 data - metric tons in thousands:
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Sales volumes
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121
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135
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566
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531
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Production volumes
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140
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130
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546
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517
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Three months ended
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Year ended
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|||||||||||||||
December 31,
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December 31,
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|||||||||||||||
2019
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2020
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2019
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2020
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|||||||||||||
Income from operations
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$
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17.2
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$
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20.4
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$
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145.8
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$
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116.2
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||||||||
Adjustments:
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Trade interest income
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.4
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-
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1.4
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.3
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Corporate expense
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3.5
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3.0
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15.1
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13.8
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Segment profit
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$
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21.1
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$
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23.4
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$
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162.3
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$
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130.3
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Three months ended
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Year ended
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|||||||||||||||
December 31,
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December 31,
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|||||||||||||||
2019
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2020
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2019
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2020
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|||||||||||||
Net income
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$
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9.4
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$
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10.2
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$
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87.1
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$
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63.9
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Adjustments:
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Depreciation expense
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13.8
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14.8
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48.1
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58.1
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Interest expense
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4.6
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4.9
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18.7
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19.0
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Income tax expense
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3.5
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.8
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34.0
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16.1
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EBITDA
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$
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31.3
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$
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30.7
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$
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187.9
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$
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157.1
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Three months ended
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Year ended
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||||||||||
December 31,
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December 31,
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||||||||||
2020 vs. 2019
|
2020 vs. 2019
|
||||||||||
Percentage change in net sales:
|
|||||||||||
TiO2 product pricing
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(3
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)%
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(2
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)%
|
|||||||
TiO2 sales volumes
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12
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(6
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)
|
||||||||
TiO2 product mix/other
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(2
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)
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2
|
||||||||
Changes in currency exchange rates
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4
|
1
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|||||||||
Total
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11
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% |
(5
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)%
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