UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.   20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of the earliest event reported)

May 8, 2017

Kronos Worldwide, Inc.

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code

(972) 233-1700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

Item 2.02

Results of Operations and Financial Condition.

Item 7.01

Regulation FD Disclosure.

The registrant hereby furnishes the information set forth in the press release issued on May 8, 2017, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information, including the exhibit, the registrant furnishes in this report is not deemed "filed" for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.  Registration statements or other documents filed with the U.S. Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.

Item 9.01

Financial Statements and Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INDEX TO EXHIBITS

KRONOS WORLDWIDE REPORTS FIRST QUARTER 2017 RESULTS

DALLAS, TEXAS…May 8, 2017… Kronos Worldwide, Inc. (NYSE:KRO) today reported net income of $36.8 million, or $.32 per share, in the first quarter of 2017 compared to a net loss of $3.8 million, or $.03 per share, in the first quarter of 2016.  We reported net income in the first quarter of 2017 as compared to a net loss in the 2016 period primarily due to higher income from operations in 2017 resulting from the favorable effects of higher average selling prices, higher sales and production volumes and lower raw materials and other production costs, as discussed below.

Net sales of $369.8 million in the first quarter of 2017 were $51.4 million, or 16%, higher than in the first quarter of 2016.  Net sales increased in the first quarter 2017 as compared to the same period in 2016 due to higher average TiO₂ selling prices and higher sales volumes.  The Company's average TiO₂ selling prices were 17% higher in the first quarter of 2017 as compared to the first quarter of 2016, and our average selling prices at the end of the first quarter of 2017 were 4% higher than at the end of 2016, with higher prices in all major markets.  TiO₂ sales volumes in the first quarter of 2017 were 3% higher as compared to the first quarter of 2016 due to higher sales in the North American and export markets, partially offset by lower sales in the European market.  Kronos' sales volumes in the first quarter of 2017 set a new overall record for a first quarter period.  Fluctuations in currency exchange rates (primarily the euro) also affected net sales comparisons, decreasing net sales by approximately $7 million in the first quarter 2017 as compared to the first quarter of 2016.  The table at the end of this press release shows how each of these items impacted the overall increase in sales.

The Company's TiO₂ segment profit (see description of non-GAAP information below) in the first quarter of 2017 was $56.5 million as compared to $3.8 million in the first quarter of 2016.  Segment profit increased in the first quarter of 2017 as compared to the first quarter of 2016 primarily due to higher average TiO₂ selling prices, higher sales and production volumes and lower raw materials and other production costs.  Kronos' TiO₂ production volumes were 10% higher in the first quarter of 2017 as compared to the first quarter of 2016.  We operated our production facilities at an overall average capacity utilization rate of 100% in the first quarter of 2017 compared to approximately 97% in the first quarter of 2016.  Fluctuations in currency exchange rates also affected segment profit comparisons, which decreased segment profit by approximately $8 million.

Other operating income, net in 2016 includes an insurance settlement gain of $2.0 million ($1.5 million, or $.01 per share, net of income tax expense) related to a 2014 business interruption claim.

The Company's income tax expense in 2017 includes a $5.0 million ($.04 per share) non-cash deferred income tax benefit as a result of a net decrease in our deferred income tax asset valuation allowance related to our German and Belgian operations.

The statements in this release relating to matters that are not historical facts are forward-looking statements that represent management's beliefs and assumptions based on currently available information.  Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it cannot give any assurances that these expectations will prove to be correct.  Such statements by their nature involve substantial risks and uncertainties that could significantly impact expected results, and actual future results could differ materially from those described in such forward-looking statements. While it is not possible to identify all factors, the Company continues to face many risks and uncertainties.  The factors that could cause actual future results to differ materially include, but are not limited to, the following:

·	Future supply and demand for our products

·	The extent of the dependence of certain of our businesses on certain market sectors

·	The cyclicality of our business

·	Customer and producer inventory levels

·	Unexpected or earlier-than-expected industry capacity expansion

·	Changes in raw material and other operating costs (such as energy and ore costs)

·	Changes in the availability of raw materials (such as ore)

·	General global economic and political conditions (such as changes in the level of gross domestic product in various regions of the world and the impact of such changes on demand for TiO2)

·	Competitive products and substitute products

·	Customer and competitor strategies

·	Potential consolidation of our competitors

·	Potential consolidation of our customers

·	The impact of pricing and production decisions

·	Competitive technology positions

·	Potential difficulties in upgrading or implementing new accounting and manufacturing software systems (such as our new enterprise resource planning system)

·	The introduction of trade barriers

·	Possible disruption of our business, or increases in our cost of doing business, resulting from terrorist activities or global conflicts

·

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), or possible disruptions to our business resulting from potential instability resulting from uncertainties associated with the euro or other currencies

·	Operating interruptions (including, but not limited to, labor disputes, leaks, natural disasters, fires, explosions, unscheduled or unplanned downtime, transportation interruptions and cyber-attacks)

·	Our ability to renew or refinance credit facilities

·	Our ability to maintain sufficient liquidity

·	The ultimate outcome of income tax audits, tax settlement initiatives or other tax matters

·	Our ability to utilize income tax attributes, the benefits of which may not have been recognized under the more-likely-than-not recognition criteria

·	Environmental matters (such as those requiring compliance with emission and discharge standards for existing and new facilities)

·	Government laws and regulations and possible changes therein

·	The ultimate resolution of pending litigation

·	Possible future litigation.

Should one or more of these risks materialize (or the consequences of such a development worsen), or should the underlying assumptions prove incorrect, actual results could differ materially from those forecasted or expected.  The Company disclaims any intention or obligation to update or revise any forward-looking statement whether as a result of changes in information, future events or otherwise.

In an effort to provide investors with additional information regarding the Company's results of operations as determined by accounting principles generally accepted in the United States of America (GAAP), the Company has disclosed certain non-GAAP information, which the Company believes provides useful information to investors:

·

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.

Kronos Worldwide, Inc. is a major international producer of titanium dioxide products.

KRONOS WORLDWIDE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 (In millions, except per share and metric ton data)

(Unaudited)

KRONOS WORLDWIDE, INC.

RECONCILIATION OF SEGMENT PROFIT TO

INCOME (LOSS) FROM OPERATIONS

 (In millions)

 (Unaudited)

IMPACT OF PERCENTAGE CHANGE IN SALES

 (Unaudited)