Defined contribution and defined benefit retirement plans

12 Months Ended

Dec. 31, 2024

Defined contribution and defined benefit retirement plans

Defined contribution and defined benefit retirement plans

Note 11 – Defined contribution and defined benefit retirement plans:

Defined contribution plans. Certain of our subsidiaries maintain various defined contribution pension plans for our employees worldwide. Defined contribution plan expense approximated $8.0 million in 2022, $8.2 million in 2023 and $7.7 million in 2024.

Defined benefit plans. Kronos and NL sponsor various defined benefit pension plans worldwide. The benefits under our defined benefit plans are based upon years of service and employee compensation. Our funding policy is to contribute annually the minimum amount required under ERISA (or equivalent foreign) regulations plus additional amounts as we deem appropriate. We recognize an asset or liability for the over or under funded status of each of our individual defined benefit pension plans on our Consolidated Balance Sheets. Changes in the funded status of these plans are recognized either in net income, to the extent they are reflected in periodic benefit cost, or through other comprehensive income (loss).

As a result of the LPC acquisition in July 2024 (see Note 3), Kronos acquired the LPC defined benefit pension plan, which had a net pension asset of $10.6 million on the Acquisition Date. Prior to the LPC acquisition, LPC’s defined benefit pension plan had been frozen for all employees with benefits based on years of service and employee compensation. Effective December 31, 2024, the LPC defined benefit pension plan was merged into NL’s U.S. defined benefit pension plan.

We previously maintained a defined benefit pension plan in the United Kingdom (U.K.) related to a former disposed U.K. business unit. In accordance with applicable U.K. pension regulations, we entered into an agreement in March 2021 for the bulk annuity purchase, or “buy-in”, with a specialist insurer of defined benefit pension plans. Following the buy-in, individual policies replaced the bulk annuity policy in a “buy-out” which was completed as of May 1, 2023. The buy-out was completed with existing plan funds. At the completion of the buy-out, the assets and liabilities of the U.K. pension plan were removed from our Consolidated Financial Statements and a non-cash pension plan termination loss of $6.2 million was recognized in the second quarter of 2023.

We expect to contribute the equivalent of approximately $16 million to all of our defined benefit pension plans during 2025. Benefit payments to plan participants out of plan assets are expected to be the equivalent of:

Years ending December 31,	Amount
	(In millions)
2025	$	29.9
2026		30.5
2027		32.5
2028		37.4
2029		36.0
Next 5 years		175.9

The funded status of our U.S. defined benefit pension plans, including the acquired LPC plan, is presented in the table below.

	Years ended December 31,
	2023		2024
	(In millions)
Change in projected benefit obligations ("PBO"):
Balance at beginning of the year	$	43.4	$	42.7
Interest cost		2.2		2.7
Actuarial (gains) losses		1.2		(3.1)
Benefits paid		(4.1)		(4.6)
Acquisition		—		27.5
Balance at end of the year	$	42.7	$	65.2
Change in plan assets:
Fair value at beginning of the year	$	39.1	$	40.3
Actual return on plan assets		3.7		.4
Employer contributions		1.6		1.5
Benefits paid		(4.1)		(4.6)
Acquisition		—		38.1
Fair value at end of the year	$	40.3	$	75.7
Funded status	$	(2.4)	$	10.5
Amounts recognized in the Consolidated Balance Sheets:
Noncurrent pension asset	$	—	$	10.7
Accrued pension costs:
Current		—		(.1)
Noncurrent		(2.4)		(.1)
Total		(2.4)		10.5
Accumulated other comprehensive loss - actuarial losses		30.3		28.5
Total	$	27.9	$	39.0
Accumulated benefit obligations ("ABO")	$	42.7	$	65.2

The total net overfunded status of our U.S. defined benefit pension plans increased from a total net underfunded balance of $2.4 million at December 31, 2023 to a total net overfunded balance of $10.5 million at December 31, 2024 due to the consolidation of the LPC pension plan which, as noted above, is an overfunded plan. Absent the LPC plan, the decrease in our PBO exceeded the decrease in our plan assets during 2024. The decrease in our PBO in 2024 was primarily attributable to higher actuarial gains due primarily to the increase in the discount rate.

The components of our net periodic defined benefit pension cost for U.S. plans are presented in the table below. The amounts shown below for the amortization of recognized actuarial losses for 2022, 2023 and 2024 were recognized as components of our accumulated other comprehensive income (loss) at December 31, 2021, 2022 and 2023, respectively, net of deferred income taxes and noncontrolling interest.

	Years ended December 31,
	2022		2023		2024
	(In millions)
Net periodic pension cost for U.S. plans:
Interest cost	$	1.4	$	2.2	$	2.7
Expected return on plan assets		(2.0)		(1.9)		(3.2)
Recognized net actuarial losses		1.9		2.0		1.9
Total	$	1.3	$	2.3	$	1.4

Information concerning our U.S. defined benefit pension plans (for which the ABO of all of the plans exceeds the fair value of plan assets as of the indicated date) is presented in the table below.

	December 31,
	2023		2024
	(In millions)
Plans for which the ABO exceeds plan assets:
Projected benefit obligations	$	42.7	$	.1
Accumulated benefit obligations		42.7		.1
Fair value of plan assets		40.3		—

The discount rate assumptions used in determining the actuarial present value of the benefit obligation for our U.S. defined benefit pension plans as of December 31, 2023 and 2024 are 5.0% and 5.5%, respectively. The impact of assumed increases in future compensation levels does not have an effect on the benefit obligation as the plans are frozen with regards to compensation.

The weighted-average rate assumptions used in determining the net periodic pension cost for our U.S. defined benefit pension plans for 2022, 2023 and 2024 are presented in the table below. The impact of assumed increases in future compensation levels does not have an effect on the periodic pension cost as the plans are frozen with regards to compensation.

	Years ended December 31,
	2022	2023	2024
Discount rate	2.6%	5.3%	5.0%
Long-term return on plan assets	4.0%	5.0%	5.0%

Variances from actuarially assumed rates will result in increases or decreases in accumulated pension obligations, pension expense and funding requirements in future periods.

The funded status of our non-U.S. defined benefit pension plans is presented in the table below.

	Years ended December 31,
	2023		2024
	(In millions)
Change in PBO:
Balance at beginning of the year	$	508.6	$	563.7
Service cost		6.3		6.6
Interest cost		19.8		18.9
Participants’ contributions		1.8		1.8
Actuarial (gains) losses		44.3		(16.2)
Settlements		(8.6)		(1.9)
Change in currency exchange rates		14.1		(36.8)
Benefits paid		(22.6)		(22.8)
Balance at end of the year	$	563.7	$	513.3
Change in plan assets:
Fair value at beginning of the year	$	390.5	$	422.6
Actual return on plan assets		37.4		20.0
Employer contributions		14.7		14.9
Participants' contributions		1.8		1.8
Settlements		(8.6)		(1.9)
Change in currency exchange rates		9.4		(29.7)
Benefits paid		(22.6)		(22.8)
Fair value at end of the year	$	422.6	$	404.9
Funded status	$	(141.1)	$	(108.4)
Amounts recognized in the Consolidated Balance Sheets:
Noncurrent pension asset	$	8.1	$	9.1
Noncurrent accrued pension costs		(149.2)		(117.5)
Total		(141.1)		(108.4)
Accumulated other comprehensive loss:
Actuarial losses		106.8		88.8
Prior service cost		.3		.3
Total		107.1		89.1
Total	$	(34.0)	$	(19.3)
ABO	$	549.8	$	499.7

The total net underfunded status of our non-U.S. defined benefit pension plans decreased from $141.1 million at December 31, 2023 to $108.4 million at December 31, 2024 due to the change in our PBO during 2024 exceeding the change in plan assets during 2024. The decrease in our PBO in 2024 was primarily attributable to higher actuarial gains due primarily to the increase in discount rates in Germany from year end 2023 and favorable currency fluctuations, primarily from the strengthening of the U.S. dollar relative to the euro. The decrease in our plan assets in 2024 was primarily attributable to unfavorable currency fluctuations (primarily from the strengthening of the U.S. dollar relative to the euro) offsetting positive plan asset returns and employer contributions in 2024.

The components of our net periodic pension benefit cost for our non-U.S. plans are presented in the table below. The amounts shown below for the amortization of prior service cost and recognized net actuarial losses for 2022, 2023 and 2024 were recognized as components of our accumulated other comprehensive income (loss) at December 31, 2021, 2022 and 2023, respectively, net of deferred income taxes and noncontrolling interest.

	Years ended December 31,
	2022		2023		2024
	(In millions)
Net periodic pension cost for non-U.S. plans:
Service cost	$	11.3	$	6.3	$	6.6
Interest cost		10.6		19.8		18.9
Expected return on plan assets		(11.1)		(18.3)		(19.9)
Recognized net actuarial losses		12.8		1.8		1.9
Amortization of prior service cost		.1		—		.1
Settlements		.4		6.5		.4
Total	$	24.1	$	16.1	$	8.0

Information concerning certain of our non-U.S. defined benefit pension plans (for which the ABO exceeds the fair value of plan assets as of the indicated date) is presented in the table below.

	December 31,
	2023		2024
	(In millions)
Plans for which the ABO exceeds plan assets:
Projected benefit obligations	$	463.1	$	397.1
Accumulated benefit obligations		452.9		387.1
Fair value of plan assets		313.8		279.5

The key actuarial assumptions used to determine our non-U.S. benefit obligations as of December 31, 2023 and 2024 are as follows:

	December 31,
	2023	2024
Discount rate	3.4%	3.6%
Increase in future compensation levels	2.7%	2.8%

A summary of our key actuarial assumptions used to determine non-U.S. net periodic benefit cost for 2022, 2023 and 2024 are as follows:

	Years ended December 31,
	2022	2023	2024
Discount rate	1.5%	3.9%	3.4%
Increase in future compensation levels	2.6%	2.7%	2.7%
Long-term return on plan assets	2.5%	4.6%	4.9%

Variances from actuarially assumed rates will result in increases or decreases in accumulated pension obligations, pension expense and funding requirements in future periods.

The amounts shown for all of our periodic defined benefit plans for actuarial losses and prior service cost at December 31, 2023 and 2024 have not been recognized as components of our periodic defined benefit pension cost as of those dates. These amounts will be recognized as components of our periodic defined benefit cost in future years. These amounts, net of deferred income taxes and noncontrolling interest, are recognized in our accumulated other comprehensive income (loss) at December 31, 2023 and 2024. We expect approximately $3.2 million and $.1 million of the unrecognized actuarial losses and prior service cost, respectively, will be recognized as components of our periodic defined benefit pension cost in 2025. The table below details the changes in other comprehensive income (loss) during 2022, 2023 and 2024.

		Years ended December 31,
		2022		2023		2024
	(In millions)
Changes in plan assets and benefit obligations recognized in   other comprehensive income (loss):
Net actuarial gains (losses)		$	134.1	$	(25.5)	$	16.0
Amortization of unrecognized:
Net actuarial losses			14.7		3.8		3.7
Prior service cost			.1		—		.1
Settlements			.4		6.5		.4
Total		$	149.3	$	(15.2)	$	20.2

In determining the expected long-term rate of return on plan asset assumptions, we consider the long-term asset mix (e.g., equity vs. fixed income) for the assets for each of our plans and the expected long-term rates of return for such asset components. In addition, we receive third-party advice about appropriate long-term rates of return. Such assumed asset mixes are summarized below:

● In Germany, the composition of our plan assets is established to satisfy the requirements of the German insurance commissioner. Our German pension plan assets represent an investment in a large collective investment fund established and maintained by Bayer AG in which several pension plans, including our German pension plans and Bayer’s pension plans, have invested. Our plan assets represent a very nominal portion of the total collective investment fund maintained by Bayer. These plan assets are a Level 3 in the fair value hierarchy because there is not an active market that approximates the value of our investment in the Bayer investment fund. We estimate the fair value of the Bayer plan assets based on periodic reports we receive from the managers of the Bayer fund and using a model we developed with assistance from our third-party actuary that uses estimated asset allocations and correlates such allocation to similar asset mixes in fund indexes quoted on an active market. We periodically evaluate the results of our valuation model against actual returns in the Bayer fund and adjust the model as needed. The Bayer fund periodic reports are subject to audit by the German pension regulator.

● In Canada, we currently have a plan asset target allocation of up to 10% to equity securities and 90 –100% to fixed income securities. We expect the long-term rate of return for such investments to approximate the applicable equity or fixed income index. The Canadian assets are Level 1 inputs because they are traded in active markets.

● In Norway, we currently have a plan asset target allocation of 18% to equity securities, 63% to fixed income securities, 14% to real estate and the remainder primarily to other investments and liquid investments such as money markets. The expected long-term rate of return for such investments is approximately 7%, 5%, 7% and 8%, respectively. The majority of Norwegian plan assets are Level 1 inputs because they are traded in active markets; however, approximately 15% of our Norwegian plan assets are invested in real estate and other investments not actively traded and are therefore a Level 3 input.

● In the U.S. we currently have a plan asset target allocation of 17% to equity securities, 80% to fixed income securities and the remainder is allocated to other strategies. The expected long-term rate of return for our equity securities and fixed income securities is approximately 7% and 5%, respectively (before plan administrative expenses). Approximately 51% of our U.S. plan assets are invested in funds that are valued at net asset value (“NAV”) and not subject to classification in the fair value hierarchy. As noted above, the LPC defined benefit pension plan was merged into the existing NL U.S. defined benefit pension plan effective December 31, 2024. In preparation for merging the U.S. pension plans, pension assets held by the LPC defined benefit pension plan were converted to cash resulting in an overall higher allocation to cash at December 31, 2024. In January 2025, our plan assets were rebalanced to align with the asset target allocation noted above.

● We also have plan assets in Belgium. The Belgian plan assets are invested in certain individualized fixed income insurance contracts for the benefit of each plan participant as required by the local regulators and are therefore a Level 3 input.

We regularly review our actual asset allocation for each plan, and will periodically rebalance the investments in each plan to more accurately reflect the targeted allocation and/or maximize the overall long-term return when considered appropriate.

The composition of our pension plan assets by asset category and fair value level at December 31, 2023 and 2024 is shown in the tables below.

	Fair Value Measurements at December 31, 2023
			Quoted		Significant
			Prices in		Other		Significant
			Active		Observable		Unobservable		Assets
			Markets		Inputs		Inputs		measured
	Total		(Level 1)		(Level 2)		(Level 3)		at NAV
	(In millions)
Germany	$	269.4	$	—	$	—	$	269.4	$	—
Canada:
Non local currency equities		2.7		2.7		—		—		—
Local currency fixed income		86.2		86.2		—		—		—
Cash and other		1.1		1.1		—		—		—
Norway:
Local currency equities		2.4		2.4		—		—		—
Non local currency equities		7.2		7.2		—		—		—
Local currency fixed income		23.9		4.4		19.5		—		—
Non local currency fixed income		4.2		4.2		—		—		—
Real estate		6.6		—		—		6.6		—
Cash and other		3.0		2.8		—		.2		—
U.S.:
Equities		11.3		—		—		—		11.3
Fixed income		27.1		—		—		—		27.1
Cash and other		1.9		.7		—		—		1.2
Other		15.9		—		—		15.9		—
Total	$	462.9	$	111.7	$	19.5	$	292.1	$	39.6

	Fair Value Measurements at December 31, 2024
			Quoted		Significant
			Prices in		Other		Significant
			Active		Observable		Unobservable		Assets
			Markets		Inputs		Inputs		measured
	Total		(Level 1)		(Level 2)		(Level 3)		at NAV
	(In millions)
Germany	$	264.6	$	—	$	—	$	264.6	$	—
Canada:
Local currency equities		2.8		2.8		—		—		—
Local currency fixed income		78.1		78.1		—		—		—
Cash and other		.5		.5		—		—		—
Norway:
Local currency equities		2.0		2.0		—		—		—
Non local currency equities		6.9		6.9		—		—		—
Local currency fixed income		21.1		3.7		17.4		—		—
Non local currency fixed income		4.2		4.2		—		—		—
Real estate		6.2		—		—		6.2		—
Cash and other		3.6		3.4		—		.2		—
U.S.:
Equities		6.7		—		—		.1		6.6
Fixed income		30.8		—		—		—		30.8
Cash and other		38.2		37.0		—		—		1.2
Other		14.9		—		—		14.9		—
Total	$	480.6	$	138.6	$	17.4	$	286.0	$	38.6

A rollforward of the change in fair value of Level 3 assets follows.

	Years ended December 31,
	2023		2024
	(In millions)
Fair value at beginning of year	$	264.8	$	292.1
Gain on assets held at end of year		11.1		12.8
Gain (loss) on assets sold during the year		14.4		(.7)
Assets purchased		1.7		1.5
Assets sold		(9.3)		(2.3)
Currency exchange rate fluctuations		9.4		(17.4)
Fair value at end of year	$	292.1	$	286.0