10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 2016

Commission file number 1-31763

KRONOS WORLDWIDE, INC.

(Exact name of Registrant as specified in its charter)

DELAWARE	76-0294959
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

5430 LBJ Freeway, Suite 1700

Dallas, Texas 75240-2697

(Address of principal executive offices)

Registrant’s telephone number, including area code: (972) 233-1700

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).    Large accelerated filer  ¨    Accelerated filer  x    Non-accelerated filer  ¨    Smaller reporting company  ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

Number of shares of the Registrant’s common stock outstanding on April 29, 2016: 115,880,598.

KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

INDEX

		Page number
Part I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets -    December 31, 2015; March 31, 2016 (unaudited)	3
	Condensed Consolidated Statements of Operations (unaudited) -    Three months ended March 31, 2015 and 2016	5
	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) -    Three months ended March 31, 2015 and 2016	6
	Condensed Consolidated Statement of Stockholders’ Equity (unaudited) -    Three months ended March 31, 2016	7
	Condensed Consolidated Statements of Cash Flows (unaudited) -    Three months ended March 31, 2015 and 2016	8
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3.	Quantitative and Qualitative Disclosure About Market Risk		27
Item 4.	Controls and Procedures		27
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings		29
Item 1A.	Risk Factors		29
Item 6.	Exhibits	29
Items 2, 3, 4 and 5 of Part II are omitted because there is no information to report.

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KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

	December 31,		March 31,
	2015		2016
			(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	92.5	$	55.5
Restricted cash		1.8		1.3
Accounts and other receivables		220.8		252.9
Inventories, net		387.2		377.5
Prepaid expenses and other		8.5		8.0
Total current assets		710.8		695.2
Other assets:
Investment in TiO2 manufacturing joint venture		82.9		83.7
Marketable securities		2.4		2.1
Deferred income taxes		14.0		15.8
Other		3.1		3.1
Total other assets		102.4		104.7
Property and equipment:
Land		37.8		38.7
Buildings		197.4		202.7
Equipment		941.6		969.0
Mining properties		102.6		111.1
Construction in progress		29.2		33.6
		1,308.6		1,355.1
Less accumulated depreciation and amortization		879.1		913.8
Net property and equipment		429.5		441.3
Total assets	$	1,242.7	$	1,241.2

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KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

(In millions)

	December 31,			March 31,
	2015			2016
				(unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt	$	3.8		$	3.7
Accounts payable and accrued liabilities		192.2			182.1
Income taxes		5.7			3.1
Total current liabilities		201.7			188.9
Noncurrent liabilities:
Long-term debt		337.2			346.1
Deferred income taxes		8.1			8.3
Accrued pension cost		202.7			206.7
Accrued postretirement benefits cost		6.7			7.0
Other		24.4			29.4
Total noncurrent liabilities		579.1			597.5
Stockholders' equity:
Common stock		1.2			1.2
Additional paid-in capital		1,398.7			1,398.7
Retained deficit		(526.0	)		(547.2	)
Accumulated other comprehensive loss		(412.0	)		(397.9	)
Total stockholders' equity		461.9			454.8
Total liabilities and stockholders' equity	$	1,242.7		$	1,241.2

Commitments and contingencies (Notes 8 and 12)

See accompanying notes to Condensed Consolidated Financial Statements.  

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KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

	Three months ended
	March 31,
	2015			2016
	(unaudited)
Net sales	$	365.1		$	318.4
Cost of sales		287.7			278.0
Gross margin		77.4			40.4
Selling, general and administrative expense		43.4			41.1
Other operating income (expense):
Currency transaction gains, net		1.6			2.3
Other operating expense, net		(3.4	)		(1.9	)
Income (loss) from operations		32.2			(.3	)
Other income (expense):
Interest and dividend income		.2			.2
Interest expense		(4.6	)		(5.1	)
Income (loss) before income taxes		27.8			(5.2	)
Income tax expense (benefit)		9.4			(1.4	)
Net income (loss)	$	18.4		$	(3.8	)
Net income (loss) per basic and diluted share	$	.16		$	(.03	)
Cash dividends per share	$	.15		$	.15
Weighted average shares used in the calculation of net income (loss)    per share		115.9			115.9

See accompanying notes to Condensed Consolidated Financial Statements.  

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KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions)

	Three months ended
	March 31,
	2015			2016
	(unaudited)
Net income (loss)	$	18.4		$	(3.8	)
Other comprehensive income (loss), net of tax:
Currency translation		(65.6	)		14.4
Marketable securities		(.5	)		(.2	)
Defined benefit pension plans		2.6			2.8
Other postretirement benefit plans		(.1	)		(.1	)
Interest rate swap		-			(2.8	)
Total other comprehensive income (loss), net		(63.6	)		14.1
Comprehensive income (loss)	$	(45.2	)	$	10.3

See accompanying notes to Condensed Consolidated Financial Statements.

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KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

Three months ended March 31, 2016

(In millions)

								Accumulated
			Additional		Retained			other
	Common		paid-in		earnings			comprehensive
	stock		capital		(deficit)			loss			Total
	(unaudited)
Balance at December 31, 2015	$	1.2	$	1,398.7	$	(526.0	)	$	(412.0	)	$	461.9
Net loss		-		-		(3.8	)		-			(3.8	)
Other comprehensive income, net of tax		-		-		-			14.1			14.1
Dividends paid		-		-		(17.4	)		-			(17.4	)
Balance at March 31, 2016	$	1.2	$	1,398.7	$	(547.2	)	$	(397.9	)	$	454.8

See accompanying notes to Condensed Consolidated Financial Statements.

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KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

	Three months ended
	March 31,
	2015			2016
	(unaudited)
Cash flows from operating activities:
Net income (loss)	$	18.4		$	(3.8	)
Depreciation and amortization		11.0			10.2
Deferred income taxes		2.3			(.2	)
Benefit plan expense greater than cash funding		-			2.0
Distributions from (contributions to) TiO2 manufacturing joint venture, net		11.2			(.8	)
Other, net		3.3			(1.6	)
Change in assets and liabilities:
Accounts and other receivables		(40.3	)		(16.5	)
Inventories		(8.3	)		19.5
Prepaid expenses		(.3	)		.8
Accounts payable and accrued liabilities		(18.6	)		(3.9	)
Income taxes		(2.1	)		(3.2	)
Accounts with affiliates		13.3			(17.9	)
Other, net		.1			.1
Net cash used in operating activities		(10.0	)		(15.3	)
Cash flows from investing activities:
Capital expenditures		(11.7	)		(14.3	)
Change in restricted cash, net		.7			.6
Net cash used in investing activities		(11.0	)		(13.7	)
Cash flows from financing activities:
Indebtedness:
Borrowings		1.3			9.2
Principal payments		(.9	)		(1.0	)
Dividends paid		(17.4	)		(17.4	)
Net cash used in financing activities		(17.0	)		(9.2	)
Cash and cash equivalents - net change from:
Operating, investing and financing activities	$	(38.0	)	$	(38.2	)
Currency translation		(8.3	)		1.2
Balance at beginning of period		167.7			92.5
Balance at end of period	$	121.4		$	55.5
Supplemental disclosures -
Cash paid for:
Interest, net of amount capitalized	$	4.4		$	4.6
Income taxes		6.9			2.7
Accrual for capital expenditures		2.0			2.6

See accompanying notes to Condensed Consolidated Financial Statements.

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KRONOS WORLDWIDE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(unaudited)

Note 1 - Organization and basis of presentation:

Organization-At March 31, 2016, Valhi, Inc. (NYSE: VHI) held approximately 50% of our outstanding common stock and NL Industries, Inc. (NYSE: NL) held approximately 30% of our common stock, Valhi owned approximately 83% of NL’s outstanding common stock and a wholly-owned subsidiary of Contran Corporation held approximately 93% of Valhi’s outstanding common stock.  All of Contran’s outstanding voting stock is held by a family trust established for the benefit of Lisa K. Simmons and Serena Simmons Connelly and their children, for which Ms. Simmons and Ms. Connelly are co-trustees, or is held directly by Ms. Simmons and Ms. Connelly or entities related to them.  Consequently, Ms. Simmons and Ms. Connelly may be deemed to control Contran, Valhi, NL 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, 2015 that we filed with the Securities and Exchange Commission (SEC) on March 10, 2016 (2015 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, 2015 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, 2015) 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 period ended March 31, 2016 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 2015 Consolidated Financial Statements contained in our 2015 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 - Accounts and other receivables:

	December31,			March 31,
	2015			2016
	(In millions)
Trade receivables	$	194.8		$	213.7
Receivable from affiliates:
Louisiana Pigment Company, L.P.		-			10.1
Income taxes, net - Valhi		-			.6
Other		2.5			2.5
Recoverable VAT and other receivables		17.8			19.6
Refundable income taxes		6.8			7.5
Allowance for doubtful accounts		(1.1	)		(1.1	)
Total	$	220.8		$	252.9

Note 3 - Inventories, net:

	December31,		March 31,
	2015		2016
	(In millions)
Raw materials	$	75.9	$	76.3
Work in process		21.1		22.6
Finished products		232.4		219.5
Supplies		57.8		59.1
Total	$	387.2	$	377.5

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Note 4 - Marketable securities:

Our marketable securities consist of investments in the publicly-traded shares of related parties: Valhi, NL and CompX International Inc. NL owns the majority of CompX’s outstanding common stock.  All of our marketable securities are accounted for as available-for-sale securities, which 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.  See Note 13.  Because we have classified all of our marketable securities as available-for-sale, any unrealized gains or losses on the securities are recognized through other comprehensive income, net of deferred income taxes.

	Fairvalue
	measurement	Market		Cost		Unrealized
Marketable security	level	value		basis		loss
		(In millions)
December 31, 2015
Valhi common stock	1	$	2.3	$	3.2		(.9	)
NL and CompX common stocks	1		.1		.1		-
Total		$	2.4	$	3.3		(.9	)
March 31, 2016
Valhi common stock	1	$	2.0	$	3.2	$	(1.2	)
NL and CompX common stocks	1		.1		.1		-
Total		$	2.1	$	3.3	$	(1.2	)

At December 31, 2015 and March 31, 2016, we held approximately 1.7 million shares of Valhi’s common stock.  We also held a nominal number of shares of CompX and NL common stocks.  At December 31, 2015 and March 31, 2016, the quoted per share market price of Valhi’s common stock was $1.34 and $1.18, respectively.

With respect to our investment in Valhi stock, our cost basis has exceeded its market value since November 2015, but we consider such decline in market price to be temporary at March 31, 2016.  As of April 19, 2016, the aggregate market value of our investment in Valhi stock exceeded our cost basis.

The Valhi, CompX and NL common stocks we own are subject to the restrictions on resale pursuant to certain provisions of 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 5 - Other noncurrent assets:

	December31,		March 31,
	2015		2016
	(In millions)
Deferred financing costs, net	$	1.0	$	.9
Pension asset	$	.4	$	.4
Other		1.7		1.8
Total	$	3.1	$	3.1

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Note 6 - Accounts payable and accrued liabilities:

	December31,		March 31,
	2015		2016
	(In millions)
Accounts payable	$	96.1	$	93.4
Accrued sales discounts and rebates		18.9		13.5
Employee benefits		14.2		15.7
Accrued workforce reduction costs		5.3		4.8
Interest rate swap contract		3.3	3.4
Accrued interest		.2		.1
Payable to affiliates:
Louisiana Pigment Company, L.P.		19.4		14.5
Income taxes, net - Valhi		.1		-
Other		34.7		36.7
Total	$	192.2	$	182.1

During the first three months of 2016, we made an aggregate of $.6 million in payments with respect to workforce reduction costs accrued as of December 31, 2015.  See Note 13 for a discussion of the interest rate swap contract.

Note 7 - Long-term debt:

	December 31,		March 31,
	2015		2016
	(In millions)
Term loan	$	338.0	$	337.5
Revolving North American credit facility		-		9.2
Other		3.0		3.1
Total debt		341.0		349.8
Less current maturities		3.8		3.7
Total long-term debt	$	337.2	$	346.1

Term loan - During the first three months of 2016, we made our required quarterly principal payment of $.9 million.  The average interest rate on the term loan borrowings as of and for the quarter ended March 31, 2016 was 4.0%.  The carrying value of the term loan at March 31, 2016 is stated net of unamortized original issue discount of $1.1 million and debt issuance costs of $4.4 million.

See Note 13 for a discussion of the interest rate swap we entered into in 2015 pursuant to our interest rate risk management strategy.  

Revolving North American credit facility - During the first three months of 2016, we borrowed $9.2 million under our North American revolving credit facility.  The average interest rate on outstanding borrowings as of and for the quarter ended March 31, 2016 was 4.25%.  At March 31, 2016 we had approximately $79.1 million available for additional borrowing under this revolving facility.

Revolving European credit facility - Our European revolving credit facility requires the maintenance of certain financial ratios, and one of such requirements is based on the ratio of net debt to last twelve months earnings before income tax, interest, depreciation and amortization expense (EBITDA) of the borrowers.  Based upon the borrowers’ last twelve months EBITDA as of March 31, 2016 and the net debt to EBITDA financial test, our borrowing availability at March 31, 2016 is approximately 6% of the credit facility, or €6.7 million ($7.5 million).

Other - We are in compliance with all of our debt covenants at March 31, 2016.

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Note 8 - Income taxes:

	Three months ended
	March 31,
	2015			2016
	(In millions)
Expected tax expense (benefit), at U.S. federal statutory    income tax rate of 35%	$	9.7		$	(1.8	)
Non-U.S. tax rates		(1.1	)		.2
Incremental net tax expense on earnings and losses    of non-U.S. companies		.4			.2
U.S. state income tax and other, net		.4			-
Provision (benefit) for income taxes	$	9.4		$	(1.4	)
Comprehensive provision for income taxes allocable to:
Net income (loss)	$	9.4		$	(1.4	)
Other comprehensive income (loss):
Currency translation		(16.3	)		-
Marketable securities		(.1	)		(.1	)
Pension plans		1.2			.1
Interest rate swap		-			(1.6	)
Total	$	(5.8	)	$	(3.0	)

The amount shown in the above table of our income tax rate reconciliation for non-U.S. tax rates represents the result determined by multiplying the pre-tax earnings or losses of each of our non-U.S. subsidiaries by the difference between the applicable statutory income tax rate for each non-U.S. jurisdiction and the U.S. federal statutory tax rate of 35%.  The amount shown on such table for incremental net tax (benefit) on earnings and losses on non-U.S. companies includes, as applicable, (i) current income taxes (including withholding taxes, if applicable), if any, associated with any current-year earnings of our non-U.S. subsidiaries to the extent such current-year earnings were distributed to us in the current year, (ii) deferred income taxes (or deferred income tax benefit) associated with the current-year change in the aggregate amount of undistributed earnings of our Canadian subsidiary, which earnings are not subject to a permanent reinvestment plan, in an amount representing the current-year change in the aggregate current income tax that would be generated (including withholding taxes, if applicable) when such aggregate undistributed earnings are distributed to us, and (iii) current U.S. income taxes (or current income tax benefit), including U.S. personal holding company tax, as applicable, attributable to current-year income (losses) of one of our non-U.S. subsidiaries, which subsidiary is treated as a dual resident for U.S. income tax purposes, to the extent the current-year income (losses) of such subsidiary is subject to U.S. income tax under the U.S. dual-resident provisions of the Internal Revenue Code.

Tax authorities are examining certain of our U.S. and non-U.S. tax returns and have or may propose tax deficiencies, including penalties and interest.  Because of the inherent uncertainties involved in settlement initiatives and court and tax proceedings, we cannot guarantee that these matters will be resolved in our favor, and therefore our potential exposure, if any, is also uncertain.  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.  We currently estimate that our unrecognized tax benefits will not change materially during the next twelve months.

Note 9 - Employee benefit plans:

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

	Three months ended
	March 31,
	2015			2016
	(In millions)
Service cost	$	2.9		$	2.5
Interest cost		4.0			3.8
Expected return on plan assets		(4.6	)		(3.8	)
Amortization of prior service cost		.2			.2
Recognized actuarial losses		3.5			2.8
Total	$	6.0		$	5.5

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Postretirement benefits - The components of net periodic postretirement benefits other than pension (OPEB) cost are presented in the table below.

	Three months ended
	March 31,
	2015			2016
	(In millions)
Interest cost	$	.1		$	.1
Amortization of prior service credit		(.2	)		(.2	)
Recognized actuarial loss		.1			-
Total	$	-		$	(.1	)

 Contributions - We expect our 2016 contributions for our pension and other postretirement plans to be approximately $16 million.

Note 10 - Other noncurrent liabilities:

	December 31,		March 31,
	2015		2016
	(In millions)
Reserve for uncertain tax positions	$	11.8	$	12.3
Employee benefits		7.5		7.6
Interest rate swap contract		.2		4.6
Insurance claims and expenses		.2		.2
Other		4.7		4.7
Total	$	24.4	$	29.4

See Note 13 for a discussion of the interest rate swap contract.

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Note 11 - Accumulated other comprehensive loss:

Changes in accumulated other comprehensive loss are presented in the table below.  See Note 4 for further discussion of our marketable securities, Note 9 for discussion of our defined benefit pension plans and OPEB plans, and Note 13 for discussion of our interest rate swap contract.

	Three months ended
	March 31,
	2015			2016
	(In millions)
Accumulated other comprehensive loss, net of tax:
Currency translation:
Balance at beginning of period	$	(159.8	)	$	(252.0	)
Other comprehensive income (loss)		(65.6	)		14.4
Balance at end of period	$	(225.4	)	$	(237.6	)
Marketable securities:
Balance at beginning of period	$	(2.9	)	$	(.6	)
Other comprehensive income - unrealized losses    arising during the year		(.5	)		(.2	)
Balance at end of period	$	(3.4	)	$	(.8	)
Defined benefit pension plans:
Balance at beginning of period	$	(175.4	)	$	(159.2	)
Other comprehensive income - amortization of    prior service cost and net losses included in    net periodic pension cost		2.6			2.8
Balance at end of period	$	(172.8	)	$	(156.4	)
OPEB plans:
Balance at beginning of period	$	2.3		$	2.1
Other comprehensive loss - amortization    of prior service credit and net losses    included in net periodic OPEB cost		(.1	)		(.1	)
Balance at end of period	$	2.2		$	2.0
Interest rate swap:
Balance at beginning of period	$	-		$	(2.3	)
Other comprehensive loss:
Unrealized losses arising during the year		-			(3.4	)
Less reclassification adjustment for amounts    included in interest expense		-			.6
Balance at end of period	$	-		$	(5.1	)
Total accumulated other comprehensive loss:
Balance at beginning of period	$	(335.8	)	$	(412.0	)
Other comprehensive income (loss)		(63.6	)		14.1
Balance at end of period	$	(399.4	)	$	(397.9	)

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Note 12 - 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 amount for the outstanding Los Gatos matter discussed below, as it is not reasonably possible we have incurred a loss that would be material to our consolidated financial condition, results of operations or liquidity.

In March 2013, we were served with the complaint, Los Gatos Mercantile, Inc. d/b/a Los Gatos Ace Hardware, et al v. E.I. Du Pont de Nemours and Company, et al. (United States District Court, for the Northern District of California, Case No. 3:13-cv-01180-SI).  The defendants include us, E.I. Du Pont de Nemours & Company, Huntsman International LLC and Millennium Inorganic Chemicals, Inc. As amended by plaintiffs’ second amended complaint, plaintiffs seek to represent a class consisting of indirect purchasers of titanium dioxide in the states of Arizona, Arkansas, California, the District of Columbia, Florida, Kansas, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, New Hampshire, New Mexico, New York, North Carolina, Oregon, South Carolina, Tennessee and Wisconsin that indirectly purchased titanium dioxide from one or more of the defendants on or after March 1, 2002.  The complaint alleges that the defendants conspired and combined to fix, raise, maintain, and stabilize the price at which titanium dioxide was sold in the United States and engaged in other anticompetitive conduct.  The case is now proceeding in the trial court.  We believe the action is without merit, will deny all allegations of wrongdoing and liability and intend to defend against the action vigorously.  Based on our quarterly status evaluation of this case, we have determined that it is not reasonably possible that a loss has been incurred in this case.

In April 2016, we were dismissed with prejudice from the previously-reported case, The Valspar Corporation, et al v. Huntsman International, LLC and Kronos Worldwide, Inc., (United States District Court for the Southern  District of Texas, Case No. 4:14-cv-01130), without our admitting any fault or wrongdoing.  The resolution of this matter did not have a material effect on our consolidated financial condition, results of operations or liquidity.

Note 13 - Financial instruments:

The following table summarizes the valuation of our financial instruments recorded on a fair value basis as of December 31, 2015 and March 31, 2016:

	Fair Value Measurements
				Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)
										Significant unobservable inputs (Level 3)
	Total
				(In millions)
Asset (liability)
December 31, 2015
Currency forward contracts	$	(1.2	)	$	(1.2	)	$	-		$	-
Interest rate swap contract		(3.5	)		-			(3.5	)		-
Noncurrent marketable securities (See Note 4)		2.4			2.4			-			-
March 31, 2016
Currency forward contracts	$	(.1	)	$	(.1	)	$	-		$	-
Interest rate swap contract		(8.0	)		-			(8.0	)
Noncurrent marketable securities (See Note 4)		2.1			2.1			-			-

 Our earnings and cash flows are subject to fluctuations due to changes in currency exchange rates and interest rates. Our risk management policy allows for the use of derivative financial instruments to prudently manage exposure to foreign currency exchange rates and interest rates.  Derivatives that we use are primarily currency forward contracts and interest rate swaps.  We have not entered into these contracts for trading or speculative purposes in the past, nor do we currently anticipate entering into such contracts for trading or speculative purposes in the future.

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Currency forward contracts - Certain of our sales generated by our non-U.S. operations are denominated in U.S. dollars.  We periodically use currency forward contracts to manage a very nominal portion of currency exchange rate risk associated with trade receivables denominated in a currency other than the holder’s functional currency or similar exchange rate risk associated with future sales.  Derivatives used to hedge forecasted transactions and specific cash flows associated with financial assets and liabilities denominated in currencies other than the U.S. dollar and which meet the criteria for hedge accounting are designated as cash flow hedges.  Consequently, the effective portion of gains and losses is deferred as a component of accumulated other comprehensive income and is recognized in earnings at the time the hedged item affects earnings.  Contracts that do not meet the criteria for hedge accounting are marked-to-market at each balance sheet date with any resulting gain or loss recognized in income currently as part of net currency transaction gains and losses.  The fair value of the currency forward contracts is determined using Level 1 inputs based on the currency spot forward rates quoted by banks or currency dealers.

At March 31, 2016, we had currency forward contracts to exchange:

· an aggregate €14.6 million for an equivalent value of Norwegian kroner at exchange rates ranging from krone 9.41 to krone 9.47 per euro.  These contracts with DnB Nor Bank ASA mature at a rate of €1.6 million per month from April 2016 through December 2016;

· an aggregate $19.4 million for an equivalent value of Norwegian kroner at exchange rates ranging from krone 8.31 to krone 8.33 per U.S. dollar.  These contracts with DnB Nor Bank ASA mature at a rate of $2.2 million per month from April 2016 to December 2016; and

· an aggregate of $24.7 million for an equivalent value of Canadian dollars at an exchange rate of Cdn. $1.29 per U.S. dollar.  These contracts with Wells Fargo Bank, N.A. mature from April 2016 through December 2016 at a rate of $3.1 million per month from April through July and $2.5 million per month from August through December.

The estimated fair value of such currency forward contracts at March 31, 2016 was a $.1 million net liability, of which $.1 million is recognized as part of accounts and other receivables and $.2 million is recognized as part of accounts payable and accrued liabilities in our Condensed Consolidated Balance Sheet.  We also recognized a corresponding $.1 million currency transaction loss in our Condensed Consolidated Statement of Operations during the quarter ended March 31, 2016.  We are not currently using hedge accounting for our outstanding currency forward contracts at March 31, 2016 and we did not use hedge accounting for any of such contracts we previously held in 2015.  Accordingly, changes in the aggregate fair value of currency forward contracts we hold are recognized as a currency transaction gain or loss.

Interest rate swap contract - As part of our interest rate risk management strategy, in August 2015 we entered into a pay- fixed/receive-variable interest rate swap contract with Wells Fargo Bank, N.A. to minimize our exposure to volatility in LIBOR as it relates to our forecasted outstanding variable-rate indebtedness.  Under this interest rate swap, we will pay a fixed rate of 2.016% per annum, payable quarterly, and receive a variable rate of three-month LIBOR (subject to a 1.00% floor), also payable quarterly, in each case based on the notional amount of the swap then outstanding.  The effective date of the swap contract was September 30, 2015.  The notional amount of the swap started at $344.75 million and declines by $875,000 each quarter beginning December 31, 2015, with a final maturity of the swap contract in February 2020.  The notional amount of the swap as of March 31, 2016 was $343.0 million.  This swap contract has been designated as a cash flow hedge and qualified as an effective hedge at inception under ASC Topic 815.  The effective portion of changes in fair value on this interest rate swap is recorded as a component of other comprehensive income, net of deferred income taxes.  Commencing in the fourth quarter of 2015, as interest expense accrues on LIBOR-based variable rate debt, we classify the amount we pay under the pay-fixed leg of the swap and the amount we receive under the receive-variable leg of the swap as part of interest expense, with the net effect that the amount of interest expense we recognize on our LIBOR-based variable rate debt each quarter, as it relates to the notional amount of the swap outstanding each quarter, to be based on a fixed rate of 2.016% per annum in lieu of the level of LIBOR prevailing during the quarter.  The amount of hedge ineffectiveness, if any, related to the swap will be recorded in earnings (also as part of interest expense).  Since the inception of the swap through March 31, 2016, there have been no gains or losses recognized in earnings representing hedge ineffectiveness with respect to the interest rate swap.

During the quarter ended March 31, 2016, the pretax amount recognized in other comprehensive income (loss) related to the interest rate swap contract was a $4.5 million loss.  During the same period, $.9 million was reclassified from accumulated other comprehensive loss into earnings (interest expense).  During the next twelve months, the amount of the March 31, 2016 accumulated other comprehensive loss balance that is expected to be reclassified to interest expense is $3.5 million pre-tax.

The fair value of the interest rate swap contract at March 31, 2016 was a liability of $8.0 million and is reflected in the Condensed Consolidated Balance Sheet as part of accounts payable and accrued liabilities ($3.4 million) and other noncurrent liabilities ($4.6 million).  See Notes 6 and 10.  The fair value of the interest rate swap was estimated by a third party using inputs that are observable or that can be corroborated by observable market data such as interest rate yield curves, and therefore, is classified within Level 2 of the valuation hierarchy.

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The following table presents the financial instruments that are not carried at fair value but which require fair value disclosure as of December 31, 2015 and March 31, 2016.

	December 31, 2015				March 31, 2016
	Carrying amount		Fair value		Carrying amount		Fair value
	(In millions)
Cash, cash equivalents and restricted cash	$	94.3	$	94.3	$	56.8	$	56.8
Long-term debt:
Variable rate:
Term loan		338.0		309.5		337.5		304.8
North American credit facility		-		-		9.2		9.2
Common stockholders' equity		461.9		653.6		454.8		662.8

At March 31, 2016, the estimated market price of our term loan was $888.75 per $1,000 principal amount.  The fair value of our term loan is based on quoted market prices; however, these quoted market prices represented Level 2 inputs because the markets in which the term loan trades were not active.  The fair value of our common stockholders’ equity is based upon quoted market prices at each balance sheet date, which represent Level 1 inputs.  Due to their near-term maturities, the carrying amounts of accounts receivable, accounts payable and the revolving credit facility are considered equivalent to fair value.  See Notes 2, 6 and 7.

Note 14 - Other operating income (expense), net:

Other operating expense, net in the first three months of 2016 includes income of $2.0 million related to cash received in the quarter from settlement of a business interruption insurance claim arising in 2014.  We collected an additional $1.4 million related to this claim in April 2016, which will be recognized as other operating income in the second quarter of 2016.  No additional material amounts are expected to be received with respect to such insurance claim.

Note 15 - Recent accounting pronouncements not yet adopted:

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606).  This standard replaces existing revenue recognition guidance, which in many cases was tailored for specific industries, with a uniform accounting standard applicable to all industries and transactions.  The new standard, as amended, is currently effective for us beginning with the first quarter of 2018.  Entities may elect to adopt ASU No. 2014-09 retrospectively for all periods for all contracts and transactions which occurred during the period (with a few exceptions for practical expediency) or retrospectively with a cumulative effect recognized as of the date of adoption.  ASU No. 2014-09 is a fundamental rewriting of existing GAAP with respect to revenue recognition, and we are still evaluating the effect the Standard will have on our Consolidated Financial Statements.  We currently expect to adopt the standard in the first quarter of 2018. In addition, we have not yet determined the method we will use to adopt the Standard.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10):  Recognition and Measurement of Financial Assets and Financial Liabilities, which addresses certain aspects related to the recognition, measurement, presentation and disclosure of financial instruments.  The ASU requires equity investments (except for those accounted for under the equity method of accounting or those that result in the consolidation of the investee) to generally be measured at fair value with changes in fair value recognized in net income.  The amendment also requires a number of other changes, including among others:  simplifying the impairment assessment for equity instruments without readily determinable fair values; eliminating the requirement for public business entities to disclose methods and assumptions used to determine fair value for financial instruments measured at amortized cost; requiring an exit price notion when measuring the fair value of financial instruments for disclosure purposes; and requiring separate presentation of financial assets and liabilities by measurement category and form of asset.  The changes indicated above will be effective for us beginning in the first quarter of 2018, with prospective application required, and early adoption is not permitted.  The most significant aspect of adopting this ASU will be the requirement to recognize changes in fair value of our available-for-sale marketable equity securities in net income (currently changes in fair value of such securities are recognized in other comprehensive income).

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which is a comprehensive rewriting of the lease accounting guidance which aims to increase comparability and transparency with regard to lease transactions.  The primary change will be the recognition of lease assets for the right-of-use of the underlying asset and lease liabilities for the obligation to make payments by lessees on the balance sheet for leases currently classified as operating leases.  The ASU also requires increased qualitative disclosure about leases in addition to quantitative disclosures currently required.  Companies are required to use a modified retrospective approach to adoption with a practical expedient which will allow companies to continue to account for existing leases

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under the prior guidance unless a lease is modified, other than the requirement to recognize the right-of-use asset and lease liability for all operating leases.  The changes indicated above will be effective for us beginning in the first quarter of 2019, with early adoption permitted.  We have not yet evaluated the effect this ASU will have on our Consolidated Financial Statements, but given the material amount of our future minimum payments under non-cancellable operating leases at March 31, 2016, we expect to recognize a material right-of-use lease asset and lease liability upon adoption of the ASU.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  

RESULTS OF OPERATIONS

Business overview

We are a leading global producer and marketer of value-added titanium dioxide pigments (TiO₂). TiO₂ is used for a variety of manufacturing applications, including paints, plastics, paper and other industrial and specialty products.  For the three months ended March 31, 2016, approximately one-half of our sales volumes were sold into European markets.  Our production facilities are located throughout Europe and North America.

We consider TiO₂ to be a “quality of life” product, with demand affected by gross domestic product, or GDP, and overall economic conditions in our markets located in various regions of the world.  Over the long-term, we expect demand for TiO₂ will grow by 2% to 3% per year, consistent with our expectations for the long-term growth in GDP.  However, even if we and our competitors maintain consistent shares of the worldwide market, demand for TiO₂ in any interim or annual period may not change in the same proportion as the change in global GDP, in part due to relative changes in the TiO₂ inventory levels of our customers.  We believe that our customers’ inventory levels are influenced in part by their expectations for future changes in TiO₂ market selling prices as well as their expectations for future availability of product.  Although certain of our TiO₂ grades are considered specialty pigments, the majority of our grades and substantially all of our production are considered commodity pigment products, with price and availability being the most significant competitive factors along with quality and customer service.

The factors having the most impact on our reported operating results are:

· our TiO₂ sales and production volumes,

· TiO₂ selling prices,

· manufacturing costs, particularly raw materials such as third-party feedstock ore, maintenance and energy-related expenses, and

· currency exchange rates (particularly the exchange rate for the U.S. dollar relative to the euro, Norwegian krone and the Canadian dollar).

Our key performance indicators are our TiO₂ average selling prices, our level of TiO₂ sales and production volumes and the cost of our third-party feedstock ore.  TiO₂ selling prices generally follow industry trends and prices will increase or decrease generally as a result of competitive market pressures.

Executive summary

We reported a net loss of $3.8 million, or $.03 per share, in the first quarter of 2016 as compared to net income of $18.4 million, or $.16 per share, in the first quarter of 2015.  We had a net loss in the first quarter of 2016 compared to net income in the first quarter of 2015 primarily due to a loss from operations in 2016 resulting from the unfavorable effects of lower average selling prices, partially offset by higher sales and production volumes, lower raw material and other production costs (including cost savings resulting from workforce reductions implemented in 2015 reflected in both cost of sales and other operating expenses), and the recognition of an insurance settlement gain from a 2014 business interruption claim.

Our results in the first quarter of 2016 include a pre-tax insurance settlement gain of $2.0 million ($1.5 million, or $.01 per share, net of income tax expense).

Forward-looking information

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended.  Statements in this Quarterly Report on Form 10-Q that are not historical facts are forward-looking in nature and represent management’s beliefs and assumptions based on currently available information.  Statements in this report including, but not limited to, statements found in Item 2 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” are forward-looking statements that represent our management’s beliefs and assumptions based on currently available information.  In some cases you can identify forward-looking statements by the use of words such as “believes,” “intends,” “may,” “should,” “could,” “anticipates,” “expects” or comparable terminology, or by discussions of strategies or trends.  Although we believe the expectations reflected in forward-looking statements are reasonable, we do not know if these expectations will be correct.  Such statements by their nature involve substantial risks and uncertainties that could significantly impact expected results.  Actual future results could differ materially from those predicted.  The factors that could cause our actual future results to differ materially from those described herein

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are the risks and uncertainties discussed in this Quarterly Report and those described from time to time in our other filings with the SEC including, 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

· 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.  We disclaim any intention or obligation to update or revise any forward-looking statement whether as a result of changes in information, future events or otherwise.

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Results of operations

Current industry conditions

Due to competitive pressures, our average selling prices decreased throughout 2015 and, to a much lesser extent, into the first quarter of 2016.   Our average selling prices at the end of the first quarter of 2016 were 1% lower than at the end of 2015, with lower prices in certain European and North American markets, partially offset by higher prices in certain export markets, which are historically more volatile from period to period due to the variability of product grade and customer mix.  We experienced higher sales volumes in European and export markets in the first quarter of 2016 as compared to the first quarter of 2015, while demand in North American markets remained stable over the same period.

We operated our production facilities at overall average capacity utilization rates of 97% in the first quarter of 2016 compared to approximately 93% in the first quarter of 2015.  Our production rates in the first quarter of 2015 were impacted by the implementation of certain productivity-enhancing improvement projects at certain facilities, as well as necessary improvements to ensure continued compliance with our permit regulations, which resulted in longer-than-normal maintenance shutdowns in some instances.

We continued to experience moderation in the cost of TiO₂ feedstock ore procured from third parties in 2015 which continued into the first quarter of 2016.  Given the time lag between when third-party feedstock ore is procured and when the TiO₂ product produced with such ore is sold and recognized in our cost of sales, our cost of sales per metric ton of TiO₂ sold declined throughout 2015 and into the first quarter of 2016.  Consequently, our cost of sales per metric ton of TiO₂ sold in the first quarter of 2016 was lower than our cost of sales per metric ton of TiO₂ sold in the first quarter of 2015 (excluding the effect of changes in currency exchange rates).

Quarter ended March 31, 2016 compared to the quarter ended March 31, 2015

	Three months ended March 31,
	2015				2016
		(Dollars in millions)
Net sales	$	365.1	100	%	$	318.4			100	%
Cost of sales		287.7	79			278.0			87
Gross margin		77.4	21			40.4			13
Other operating income and expense, net		45.2	12			40.7			13
Income (loss) from operations	$	32.2	9	%	$	(.3	)		-	%
								% Change
TiO2 operating statistics:
Sales volumes*		131				138			5	%
Production volumes*		125				131			5	%
Percentage change in net sales:
TiO2 product pricing									(14	)%
TiO2 sales volumes									5
Product mix/other									(1	)
Changes in currency exchange rates									(3	)
Total									(13	)%

* Thousands of metric tons

Net sales - Net sales in the first quarter of 2016 decreased 13%, or $46.7 million, compared to the first quarter of 2015 primarily due to the net effect of a 14% decrease in average TiO₂ selling prices (which decreased net sales by approximately $51 million) and a 5% increase in sales volumes (which increased net sales by approximately $18 million).  TiO₂ selling prices will increase or decrease generally as a result of competitive market pressures, changes in the relative level of supply and demand as well as changes in raw material and other manufacturing costs.

Our sales volumes increased 5% in the first quarter of 2016 as compared to the first quarter of 2015 primarily due to higher sales in certain European and export markets.  Our sales volumes in the first quarter of 2016 set a new record for a first quarter.  We estimate that changes in currency exchange rates (primarily the euro) decreased our net sales by approximately $11 million as compared to the first quarter of 2015.

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Cost of sales - Cost of sales decreased $9.7 million or 3% in the first quarter of 2016 compared to the first quarter of 2015 due to the net impact of lower raw materials and other production costs of approximately $6 million (primarily caused by lower third-party feedstock ore costs), approximately $2.0 million in savings resulting from workforce reductions implemented in 2015, a 5% increase in sales volumes, a 5% increase in TiO₂ production volumes and currency fluctuations (primarily the euro).  Our cost of sales as a percentage of net sales increased to 87% in the first quarter of 2016 compared to 79% in the same period of 2015, as the unfavorable impact of lower average selling prices more than offset the favorable effects of lower raw material and other production costs and efficiencies related to higher production volumes, as discussed above.

Other operating income and expense, net - Other operating income and expense in the first quarter of 2016 includes an insurance settlement gain of $2.0 million related to a 2014 business interruption claim.  Other operating expenses in the first quarter of 2016 also include approximately $2.5 million in savings from workforce reductions implemented in 2015.

Gross margin and income (loss) from operations - Income from operations decreased by $32.5 million compared to the first quarter of 2015.  Income (loss) from operations as a percentage of net sales decreased to nil in the first quarter of 2016 from 9% in the same period of 2015.  This decrease was driven by the decline in gross margin percentage, which decreased to 13% for the first quarter of 2016 compared to 21% for the first quarter of 2015, partially offset by the positive effect of approximately $2.5 million in savings from 2015 workforce reductions classified as part of other operating expense.  As discussed and quantified above, our gross margin percentage decreased primarily due to the net effect of lower selling prices, lower raw material and other production costs, and higher sales and production volumes.  We estimate that changes in currency exchange rates increased income from operations by approximately $7 million in the first quarter of 2016 as compared to the same period in 2015, as discussed below.

Other non-operating income (expense) - Interest expense increased $.5 million, or 11%, in the first quarter of 2016 compared to the first quarter of 2015.  We currently expect our interest expense for all of 2016 will be comparable to 2015.  See Note 7 to our Condensed Consolidated Financial Statements.

Income tax expense (benefit) - We recognized an income tax benefit of $1.4 million in the first quarter of 2016 compared to income tax expense of $9.4 million in the first quarter of 2015.  This difference is primarily due to our decreased earnings in 2016.  Our earnings are subject to income tax in various U.S. and non-U.S. jurisdictions, and the income tax rates applicable to our pre-tax earnings (losses) of our non-U.S. operations is generally lower than the income tax rates applicable to our U.S. operations.  Our effective income tax rate was lower in the first quarter of 2016 as compared to the first quarter of 2015 primarily due to a decrease in 2016 in our incremental taxes associated with the change in the amount of undistributed earnings of our Canadian subsidiary, which earnings are not subject to a permanent reinvestment plan.  See Note 8 to our Condensed Consolidated Financial Statements for a tabular reconciliation of our statutory income tax provision to our actual tax provision.

We have substantial net operating loss (NOL) carryforwards in Germany (the equivalent of $683 million for German corporate purposes and $96 million for German trade tax purposes, respectively, at December 31, 2015) and in Belgium (the equivalent of $86 million for Belgian corporate tax purposes at December 31, 2015), all of which have an indefinite carryforward period.  As a result, we have net deferred income tax assets with respect to these two jurisdictions, primarily related to these NOL carryforwards.  The German corporate tax is similar to the U.S. federal income tax, and the German trade tax is similar to the U.S. state income tax.  Prior to June 30, 2015, and using all available evidence, we had concluded no deferred income tax asset valuation allowance was required to be recognized with respect to these net deferred income tax assets under the more-likely-than-not recognition criteria, primarily because (i) the carryforwards have an indefinite carryforward period, (ii) we utilized a portion of such carryforwards during the most recent three-year period, and (iii) we expected to utilize the remainder of the carryforwards over the long term.  We had also previously indicated that facts and circumstances could change, which might in the future result in the recognition of a valuation allowance against some or all of such deferred income tax assets.  However, as of June 30, 2015, and given our operating results during the second quarter of 2015 and our expectations at that time for our operating results for the remainder of 2015, which had been driven in large part by the trend in our average TiO₂ selling prices over such periods as well as the $21.1 million pre-tax charge recognized in the second quarter of 2015 in connection with the implementation of certain workforce reductions, we did not have sufficient positive evidence to overcome the significant negative evidence of having cumulative losses in the most recent twelve consecutive quarters in both our German and Belgian jurisdictions at June 30, 2015 (even considering that the carryforward period of our German and Belgian NOL carryforwards is indefinite, one piece of positive evidence).  Accordingly, at June 30, 2015, we concluded that we were required to recognize a non-cash deferred income tax asset valuation allowance under the more-likely-than-not recognition criteria with respect to our German and Belgian net deferred income tax assets at such date.  We recognized an additional non-cash deferred income tax asset valuation allowance during the second half of 2015 due to losses recognized by our German and Belgian operations during such period.  Such valuation allowance aggregated $168.9 million at December 31, 2015. Our deferred income tax asset valuation allowance did not change materially during the first quarter of 2016.  We continue to believe we will ultimately realize the full benefit of these German and Belgian NOL carryforwards, in part because of their indefinite carryforward period.  However, our ability to reverse all or a portion of such valuation allowance in the future is dependent on the presence of sufficient positive evidence, such as the existence of cumulative profits in the most recent twelve consecutive quarters,

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and the ability to demonstrate future profitability for a sustainable period.  Until such time as we are able to reverse the valuation allowance in full, to the extent we generate additional losses in Germany or Belgium in the intervening periods, our effective income tax rate would be impacted by the existence of such valuation allowance, because such losses would effectively be recognized without any associated net income tax benefit, as such losses would result in a further increase in the deferred income tax asset valuation allowance.  Alternatively, until such time as we are able to reverse the valuation allowance in full, to the extent we generate income in Germany or Belgium in the intervening periods, our effective income tax rate would also be impacted by the existence of such valuation allowance, because such income may be recognized without any associated net income tax expense, subject to certain NOL usage limitations, as we would reverse a portion of the valuation allowance to offset the income tax expense attributable to such income.  In addition, any change in tax law related to the indefinite carryforward period of these NOLs could adversely impact our ability to reverse the valuation allowance in full.Consistent with our expectation regarding our consolidated results of operations in the remainder of 2016 (as discussed below under the “Outlook” subsection), we currently believe it is likely our German and Belgian operations will report improved operating results in 2016 as compared to 2015 and a portion of the valuation allowance may be reversed in 2016.  However we currently do not expect that our German and Belgian operating results would improve to such an extent in 2016 that reversal of the valuation allowance in full would be supported by the presence of sufficient positive evidence.  

Effects of Currency Exchange Rates

We have substantial operations and assets located outside the United States (primarily in Germany, Belgium, Norway and Canada).  The majority of our sales from non-U.S. operations are denominated in currencies other than the U.S. dollar, principally the euro, other major European currencies and the Canadian dollar.  A portion of our sales generated from our non-U.S. operations is denominated in the U.S. dollar (and consequently our non-U.S. operations will generally hold U.S. dollars from time to time).  Certain raw materials used worldwide, primarily titanium-containing feedstocks, are purchased in U.S. dollars, while labor and other production and administrative costs are incurred primarily in local currencies.  Consequently, the translated U.S. dollar value of our non-U.S. sales and operating results are subject to currency exchange rate fluctuations which may favorably or unfavorably impact reported earnings and may affect the comparability of period-to-period operating results.  In addition to the impact of the translation of sales and expenses over time, our non-U.S. operations also generate currency transaction gains and losses which primarily relate to (i) the difference between the currency exchange rates in effect when non-local currency sales or operating costs (primarily U.S. dollar denominated) are initially accrued and when such amounts are settled with the non-local currency, (ii) changes in currency exchange rates during time periods when our non-U.S. operations are holding non-local currency (primarily U.S. dollars), and (iii)  relative changes in the aggregate fair value of currency forward contracts held from time to time.  As discussed in Note 13 to our Condensed Consolidated Financial Statements, we periodically use currency forward contracts to manage a portion of our currency exchange risk, and relative changes in the aggregate fair value of any currency forward contracts we hold from time to time serves in part to mitigate the currency transaction gains or losses we would otherwise recognize from the first two items described above.

Overall, we estimate that fluctuations in currency exchange rates had the following effects on the reported amounts of our sales and income from operations for the periods indicated.

Impact of changes in currency exchange rates three months ended March 31, 2016 vs March 31, 2015
	Transaction gains/losses recognized						Translation gain/loss – impact of rate changes			Total currency impact 2016 vs 2015
	2015		2016		Change
	(In millions)
Impact on:
Net sales	$	-	$	-	$	-	$	(11	)	$	(11	)
Income from operations		2		2		-		7			7

The $11 million reduction in net sales (translation loss) was caused primarily by a strengthening of the U.S. dollar relative to the euro, as our euro-denominated sales were translated into fewer U.S. dollars in 2016 as compared to 2015.  The strengthening of the U.S. dollar relative to the Canadian dollar and the Norwegian krone in 2016 did not have a significant effect on the reported amount of our net sales, as a substantial portion of the sales generated by our Canadian and Norwegian operations are denominated in the U.S. dollar.

The $7 million net increase in income from operations resulted from an equal amount of net currency translation gains caused primarily by a strengthening of the U.S. dollar relative to the Canadian dollar and the Norwegian krone, as their local currency-denominated operating costs were translated into fewer U.S. dollars in 2016 as compared to 2015, (and such translation, as it related to the U.S. dollar relative to the euro, had a negative effect on income from operations in 2016 as compared to 2015, as the negative impact of the stronger U.S. dollar on euro-denominated sales more than offset the favorable effect of euro-denominated operating costs being translated into fewer U.S. dollars in 2016 as compared to 2015).

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Outlook

During the first quarter of 2016 we operated our production facilities at 97% of practical capacity.  We expect our production volumes to be higher in 2016 as compared to 2015, as our production rates in 2015 were impacted by the implementation of certain productivity-enhancing improvement projects at certain facilities, as well as necessary improvements to ensure continued compliance with our permit regulations, which resulted in longer-than-normal maintenance shutdowns in some instances.   Assuming economic conditions do not deteriorate in the various regions of the world, we expect our sales volumes to be higher in 2016 as compared to 2015.  We will continue to monitor current and anticipated near-term customer demand levels and align our production and inventories accordingly.

We continued to experience moderation in the cost of TiO₂ feedstock ore procured from third parties in 2015 continuing into 2016.  Given the time lag between when third-party feedstock ore is procured and when the TiO₂ product produced with such ore is sold and recognized in our cost of sales, our cost of sales per metric ton of TiO₂ sold in the first quarter of 2016 was lower than our cost of sales per metric ton of TiO₂ sold in the first quarter of 2015 (excluding the effect of changes in currency exchange rates).  We expect our cost of sales per metric ton of TiO₂ sold for the remainder of 2016 will be lower than our per-metric ton cost in the comparable periods of 2015, due in part to the favorable effect of the workforce reductions and other cost reduction initiatives we implemented beginning in the second quarter of 2015 as well as some expected additional modest improvement in the cost of feedstock ore.

We started 2016 with selling prices 17% lower than the beginning of 2015, and prices declined by an additional 1% in the first quarter of 2016.  Industry data indicates that overall TiO₂ inventory held by producers declined significantly during 2015.  In addition, we believe most customers hold very low inventories of TiO₂ with many operating on a just-in-time basis.  With the strong sales volumes experienced in the first quarter of 2016, we continue to see evidence of strengthening demand for our TiO₂ products in certain of our primary markets.  We and our major competitors have announced price increases, which are expected to be implemented in the first half of 2016, or as contracts allow.  The extent to which we will be able to achieve any price increases in the near term will depend on market conditions.  

We initiated a restructuring plan in 2015 designed to improve our long-term cost structure.  As part of such plan, we implemented certain voluntary and involuntary workforce reductions during 2015 at certain of our facilities impacting approximately 160 individuals.  Such workforce reductions we implemented are expected to result in approximately $19 million of annual cost savings.  The workforce reductions we implemented in 2015 are not expected to negatively impact our ability to operate our production facilities at their practical capacity rates.  In addition to the workforce reductions implemented in 2015, we are also in the process of implementing other cost reduction initiatives throughout the organization, including the implementation of continued process productivity improvements.

Overall, we expect income from operations in 2016 will be higher as compared to 2015 as a result of:

· the favorable effects of anticipated higher sales and production volumes in 2016,

· the favorable effect of lower-cost feedstock ore, and

· the expected cost savings from workforce reductions and other cost reduction initiatives throughout the organization.

Due to the constraints of high capital costs and extended lead time associated with adding significant new TiO₂ production capacity, especially for premium grades of TiO₂ products produced from the chloride process, we believe increased and sustained profit margins will be necessary to financially justify major expansions of TiO₂ production capacity required to meet expected future growth in demand.  As a result of relative customer inventory levels during recent periods and the resulting adverse effect on global TiO₂ pricing, some industry projects to increase TiO₂ production capacity have been cancelled or deferred indefinitely, and announcements have been made regarding the closure of certain facilities.  Given the lead time required for production capacity expansions, a shortage of TiO₂ products could occur if economic conditions improve and global demand levels for TiO₂ increase sufficiently.

Our expectations for our future operating results are based upon a number of factors beyond our control, including worldwide growth of gross domestic product, competition in the marketplace, continued operation of competitors, unexpected or earlier-than-expected capacity additions or reductions and technological advances.  If actual developments differ from our expectations, our results of operations could be unfavorably affected.

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Liquidity and Capital Resources

Consolidated cash flows

Operating activities

Trends in cash flows as a result of our operating activities (excluding the impact of significant asset dispositions and relative changes in assets and liabilities) are generally similar to trends in our earnings.  In addition to the impact of the operating, investing and financing cash flows discussed below, changes in the amount of cash and cash equivalents we report from period to period can be impacted by changes in currency exchange rates, since a portion of our cash and cash equivalents is held by our non-U.S. subsidiaries.  For example, during the first three months of 2016, relative changes in currency exchange rates resulted in a $1.2 million increase in the reported amount of our cash and cash equivalents from December 31, 2015 to March 31, 2016 as compared to an $8.3 million decrease from December 31, 2014 to March 31, 2015.

We generally report a net use of cash from operating activities in the first three months of each year due to seasonal changes in the level of our working capital.  Cash used in operating activities was $15.3 million in the first three months of 2016 compared to $10.0 million in the first three months of 2015.  This $5.3 million increase in the amount of cash used was primarily due to the net effects of the following:

· lower income from operations in 2016 of $32.5 million,

· a lower amount of net cash used associated with relative changes in our inventories, receivables, payables and accruals in 2016 of $35.9 million as compared to 2015,

· lower net cash paid for income taxes in 2016 of $4.2 million primarily due to our decreased profitability, and

· lower net distributions from our TiO₂ manufacturing joint venture in 2016 of $12.0 million, primarily due to the timing of the joint venture’s working capital needs.

Changes in working capital were affected by accounts receivable and inventory changes.  As shown below:

· Our average days sales outstanding, or DSO, was consistent from December 31, 2015 to March 31, 2016, as higher sales volumes were offset by the effect of lower sales prices in the first quarter of 2016 as compared to the fourth quarter of 2015, and

· Our average days sales in inventory, or DSI, decreased from December 31, 2015 to March 31, 2016 principally due to lower inventory volumes and lower inventory raw material costs.

For comparative purposes, we have also provided comparable prior year numbers below.

	December 31, 2014	March 31, 2015	December 31, 2015	March 31, 2016
DSO	61 days	67 days	66 days	66 days
DSI	76 days	71 days	80 days	71 days

Investing activities

Our capital expenditures of $11.7 million and $14.3 million in the three months ended March 31, 2015 and 2016, respectively, were primarily to maintain and improve the cost effectiveness of our manufacturing facilities.  In addition, approximately $2 million of our 2016 capital expenditure to date relates to the implementation of a new accounting and manufacturing system.  

Financing activities

During the three months ended March 31, 2016, we:

· paid quarterly dividends to stockholders aggregating $.15 per share ($17.4 million),

· borrowed $9.2 million on our revolving North American credit facility, and

· repaid $.9 million on our term loan.

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Outstanding debt obligations

At March 31, 2016, our consolidated debt comprised:

· $343.0 million aggregate borrowing under our term loan ($337.5 million carrying amount, net of unamortized original issue discount and debt issuance costs) due in February 2020,

· $9.2 million outstanding on our revolving North American credit facility, and

· approximately $3.1 million of other indebtedness.

Our North American and European revolvers and our term loan contain a number of covenants and restrictions which, among other things, restrict our ability to incur additional debt, incur liens, pay dividends or merge or consolidate with, or sell or transfer substantially all of our assets to, another entity, and contains other provisions and restrictive covenants customary in lending transactions of this type.  Certain of our credit agreements contain provisions which could result in the acceleration of indebtedness prior to their stated maturity for reasons other than defaults for failure to comply with typical financial or payment covenants.  For example, certain credit agreements allow the lender to accelerate the maturity of the indebtedness upon a change of control (as defined in the agreement) of the borrower.  In addition, certain credit agreements could result in the acceleration of all or a portion of the indebtedness following a sale of assets outside the ordinary course of business.Our European revolving credit facility also requires the maintenance of certain financial ratios, and one of such requirements is based on the ratio of net debt to the last twelve months EBITDA of the borrowers.  The terms of all of our debt instruments are discussed in Note 9 to our Consolidated Financial Statements included in our 2015 Annual Report.  We are in compliance with all of our debt covenants at March 31, 2016.  We believe that we will be able to continue to comply with the financial covenants contained in our credit facilities through their maturity.

Our assets consist primarily of investments in operating subsidiaries, and our ability to service parent-level obligations, including our term loan, depends in part upon the distribution of earnings of our subsidiaries, whether in the form of dividends, advances or payments on account of intercompany obligations or otherwise.  The term loan is collateralized by, among other things, a first priority lien on (i) 100% of the common stock of certain of our U.S. wholly-owned subsidiaries, (ii) 65% of the common stock or other ownership interest of our Canadian subsidiary (Kronos Canada, Inc.) and certain first-tier European subsidiaries (Kronos Titan GmbH and Kronos Denmark ApS) and (iii) a $395.7 million unsecured promissory note issued by our wholly-owned subsidiary, Kronos International, Inc. (KII).  The term loan is also collateralized by a second priority lien on our U.S. assets which collateralize our North American revolving credit facility.  Our North American revolving credit facility is collateralized by, among other things, a first priority lien on the borrower’s trade receivables and inventories.  Our European revolving credit facility is collateralized by, among other things, the accounts receivable and inventories of the borrowers plus a limited pledge of all the other assets of the Belgian borrower.

Future cash requirements

Liquidity

Our primary source of liquidity on an ongoing basis is cash flows from operating activities which is generally used to (i) fund working capital expenditures, (ii) repay any short-term indebtedness incurred for working capital purposes and (iii) provide for the payment of dividends.  From time-to-time we will incur indebtedness, generally to (i) fund short-term working capital needs, (ii) refinance existing indebtedness or (iii) fund major capital expenditures or the acquisition of other assets outside the ordinary course of business.  We will also from time-to-time sell assets outside the ordinary course of business and use the proceeds to (i) repay existing indebtedness, (ii) make investments in marketable and other securities, (iii) fund major capital expenditures or the acquisition of other assets outside the ordinary course of business or (iv) pay dividends.

The TiO₂ industry is cyclical, and changes in industry economic conditions significantly impact earnings and operating cash flows.  Changes in TiO₂ pricing, production volumes and customer demand, among other things, could significantly affect our liquidity.

We routinely evaluate our liquidity requirements, alternative uses of capital, capital needs and availability of resources in view of, among other things, our dividend policy, our debt service and capital expenditure requirements and estimated future operating cash flows.  As a result of this process, we have in the past and may in the future seek to reduce, refinance, repurchase or restructure indebtedness, raise additional capital, repurchase shares of our common stock, modify our dividend policy, restructure ownership interests, sell interests in our subsidiaries or other assets, or take a combination of these steps or other steps to manage our liquidity and capital resources.  Such activities have in the past and may in the future involve related companies.  In the normal course of our business, we may investigate, evaluate, discuss and engage in acquisition, joint venture, strategic relationship and other business combination opportunities in the TiO₂ industry.  In the event of any future acquisition or joint venture opportunity, we may consider using then-available liquidity, issuing our equity securities or incurring additional indebtedness.

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At March 31, 2016, we had aggregate cash, cash equivalents and restricted cash on hand of $56.8 million, of which $55.4 million was held by non-U.S. subsidiaries.  At March 31, 2016, we had approximately $79.1 million available for additional borrowing under our North American revolving credit facility.  Based on the terms of our European credit facility (including the net debt to EBITDA financial test discussed above), and the borrowers’ EBITDA over the last three months ending March 31, 2016, our borrowing availability at March 31, 2016 under this facility is approximately 6% of the credit facility, or €6.7 million ($7.5 million).  We could borrow all available amounts under each of our credit facilities without violating our existing debt covenants.  Based upon our expectation for the TiO₂ industry and anticipated demands on cash resources, we expect to have sufficient liquidity to meet our short term obligations (defined as the twelve-month period ending March 31, 2017) and our long-term obligations (defined as the five-year period ending March 31, 2021, our time period for long-term budgeting).  If actual developments differ from our expectations, our liquidity could be adversely affected.

Capital expenditures

We currently estimate that we will invest approximately $63 million in capital expenditures primarily to maintain and improve our existing facilities during 2016, including the $14.3 million we have spent through March 31, 2016. A portion of planned capital expenditures in 2016 relates to the implementation of a new accounting and manufacturing system.

Stock repurchase program

At March 31, 2016, we have 1,951,000 shares available for repurchase under a stock repurchase program authorized by our board of directors.

Off-balance sheet financing

We do not have any off-balance sheet financing agreements other than the operating leases discussed in our 2015 Annual Report.

Commitments and contingencies

See Notes 8 and 12 to the Condensed Consolidated Financial Statements for a description of certain income tax examinations currently underway and legal proceedings.

Recent accounting pronouncements

See Note 15 to our Condensed Consolidated Financial Statements.

Critical accounting policies

For a discussion of our critical accounting policies, refer to Part I, Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2015 Annual Report.  There have been no changes in our critical accounting policies during the first three months of 2016.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

General

We are exposed to market risk, including currency exchange rates, interest rates and security prices, and raw material prices.  There have been no material changes in these market risks since we filed our 2015 Annual Report, and refer you to Part I, Item 7A. - “Quantitative and Qualitative Disclosure About Market Risk” in our 2015 Annual Report.  See also Note 13 to our Condensed Consolidated Financial Statements.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

We maintain disclosure controls and procedures which, as defined in Exchange Act Rule 13a-15(e), means controls and other procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit to the SEC under the Securities Exchange Act of 1934, as amended (the Act), is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures

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designed to ensure that information we are required to disclose in the reports we file or submit to the SEC under the Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions to be made regarding required disclosure.  Each of Bobby D. O’Brien, our Vice Chairman of the Board, President and Chief Executive Officer and Gregory M. Swalwell, our Executive Vice President and Chief Financial Officer, have evaluated the design and effectiveness of our disclosure controls and procedures as of March 31, 2016.  Based upon their evaluation, these executive officers have concluded that our disclosure controls and procedures are effective as of the date of such evaluation.

Internal control over financial reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting which, as defined by Exchange Act Rule 13a-15(f) means a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

· Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets,

· Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

· Provide reasonable assurance regarding prevention or timely detection of an unauthorized acquisition, use or disposition of our assets that could have a material effect on our Condensed Consolidated Financial Statements.

As permitted by the SEC, our assessment of internal control over financial reporting excludes (i) internal control over financial reporting of our equity method investees and (ii) internal control over the preparation of any financial statement schedules which would be required by Article 12 of Regulation S-X.  However, our assessment of internal control over financial reporting with respect to our equity method investees did include our controls over the recording of amounts related to our investment that are recorded in our Condensed Consolidated Financial Statements, including controls over the selection of accounting methods for our investments, the recognition of equity method earnings and losses and the determination, valuation and recording of our investment account balances.

Changes in internal control over financial reporting

There has been no change to our internal control over financial reporting during the quarter ended March 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Part II. OTHER INFORMATION

Item 1. Legal Proceedings

Refer to Note 12 of the Condensed Consolidated Financial Statements and our 2015 Annual Report for descriptions of certain legal proceedings.

Item 1A. Risk Factors

For a discussion of other risk factors related to our businesses, refer to Part I, Item 1A, “Risk Factors,” in our 2015 Annual report.  There have been no material changes to such risk factors during the three months ended March 31, 2016.

Item 6. Exhibits

31.1	Certification
31.2	Certification
32.1	Certification
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

- 29 -

SIGNATURES

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 thereunto duly authorized.

	Kronos Worldwide, Inc.
	(Registrant)
Date:  May 6, 2016	/s/ Gregory M. Swalwell
	Gregory M. Swalwell
	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date:  May 6, 2016	/s/ Tim C. Hafer
	Tim C. Hafer
	Vice President and Controller (Principal Accounting Officer)

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Bobby D. O’Brien, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Kronos Worldwide, Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2016

/s/ Bobby D. O’Brien

Bobby D. O’Brien

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Gregory M. Swalwell, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Kronos Worldwide, Inc.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5) The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2016

/s/ Gregory M. Swalwell

Gregory M. Swalwell

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Kronos Worldwide, Inc. (the Company) on Form 10-Q for the quarter ended March 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Bobby D. O’Brien, Chief Executive Officer of the Company, and I, Gregory M. Swalwell, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Bobby D. O’Brien

Bobby D. O’Brien

Chief Executive Officer

 /s/ Gregory M. Swalwell 

Gregory M. Swalwell

Chief Financial Officer

May 6, 2016

Note: The certification the registrant furnishes in this exhibit 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 Securities and Exchange Commission shall not incorporate this exhibit by reference, except as otherwise expressly stated in such filing.

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	Apr. 29, 2016
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q1
Trading Symbol	KRO
Entity Registrant Name	KRONOS WORLDWIDE INC
Entity Central Index Key	0001257640
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		115,880,598

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Millions	Mar. 31, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 55.5	$ 92.5
Restricted cash	1.3	1.8
Accounts and other receivables	252.9	220.8
Inventories, net	377.5	387.2
Prepaid expenses and other	8.0	8.5
Total current assets	695.2	710.8
Other assets:
Investment in TiO2 manufacturing joint venture	83.7	82.9
Marketable securities	2.1	2.4
Deferred income taxes	15.8	14.0
Other	3.1	3.1
Total other assets	104.7	102.4
Property and equipment:
Land	38.7	37.8
Buildings	202.7	197.4
Equipment	969.0	941.6
Mining properties	111.1	102.6
Construction in progress	33.6	29.2
Gross property and equipment	1,355.1	1,308.6
Less accumulated depreciation and amortization	913.8	879.1
Net property and equipment	441.3	429.5
Total assets	1,241.2	1,242.7
Current liabilities:
Current maturities of long-term debt	3.7	3.8
Accounts payable and accrued liabilities	182.1	192.2
Income taxes	3.1	5.7
Total current liabilities	188.9	201.7
Noncurrent liabilities:
Long-term debt	346.1	337.2
Deferred income taxes	8.3	8.1
Accrued pension cost	206.7	202.7
Accrued postretirement benefits cost	7.0	6.7
Other	29.4	24.4
Total noncurrent liabilities	597.5	579.1
Stockholders' equity:
Common stock	1.2	1.2
Additional paid-in capital	1,398.7	1,398.7
Retained deficit	(547.2)	(526.0)
Accumulated other comprehensive loss	(397.9)	(412.0)
Total stockholders' equity	454.8	461.9
Total liabilities and stockholders' equity	$ 1,241.2	$ 1,242.7
Commitments and contingencies (Notes 8 and 12)

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Income Statement [Abstract]
Net sales	$ 318.4	$ 365.1
Cost of sales	278.0	287.7
Gross margin	40.4	77.4
Selling, general and administrative expense	41.1	43.4
Other operating income (expense):
Currency transaction gains, net	2.3	1.6
Other operating expense, net	(1.9)	(3.4)
Income (loss) from operations	(0.3)	32.2
Other income (expense):
Interest and dividend income	0.2	0.2
Interest expense	(5.1)	(4.6)
Income (loss) before income taxes	(5.2)	27.8
Income tax expense (benefit)	(1.4)	9.4
Net income (loss)	$ (3.8)	$ 18.4
Net income (loss) per basic and diluted share	$ (0.03)	$ 0.16
Cash dividends per share	$ 0.15	$ 0.15
Weighted average shares used in the calculation of net income (loss) per share	115.9	115.9

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Net income (loss)	$ (3.8)	$ 18.4
Other comprehensive income (loss), net of tax:
Currency translation	14.4	(65.6)
Marketable securities	(0.2)	(0.5)
Interest rate swap	(2.8)
Total other comprehensive income (loss), net	14.1	(63.6)
Comprehensive income (loss)	10.3	(45.2)
Defined Benefit Pension Plans
Other comprehensive income (loss), net of tax:
Defined benefit plans	2.8	2.6
OPEB
Other comprehensive income (loss), net of tax:
Defined benefit plans	$ (0.1)	$ (0.1)

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CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (unaudited) - 3 months ended Mar. 31, 2016 - USD ($) $ in Millions	Total	Common stock	Additional paid-in capital	Retained earnings (deficit)	Accumulated other comprehensive loss
Beginning Balance at Dec. 31, 2015	$ 461.9	$ 1.2	$ 1,398.7	$ (526.0)	$ (412.0)
Net loss	(3.8)			(3.8)
Other comprehensive income, net of tax	14.1				14.1
Dividends paid	(17.4)			(17.4)
Ending Balance at Mar. 31, 2016	$ 454.8	$ 1.2	$ 1,398.7	$ (547.2)	$ (397.9)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash flows from operating activities:
Net income (loss)	$ (3.8)	$ 18.4
Depreciation and amortization	10.2	11.0
Deferred income taxes	(0.2)	2.3
Benefit plan expense greater than cash funding	2.0
Distributions from (contributions to) TiO2 manufacturing joint venture, net	(0.8)	11.2
Other, net	(1.6)	3.3
Change in assets and liabilities:
Accounts and other receivables	(16.5)	(40.3)
Inventories	19.5	(8.3)
Prepaid expenses	0.8	(0.3)
Accounts payable and accrued liabilities	(3.9)	(18.6)
Income taxes	(3.2)	(2.1)
Accounts with affiliates	(17.9)	13.3
Other, net	0.1	0.1
Net cash used in operating activities	(15.3)	(10.0)
Cash flows from investing activities:
Capital expenditures	(14.3)	(11.7)
Change in restricted cash, net	0.6	0.7
Net cash used in investing activities	(13.7)	(11.0)
Indebtedness:
Borrowings	9.2	1.3
Principal payments	(1.0)	(0.9)
Dividends paid	(17.4)	(17.4)
Net cash used in financing activities	(9.2)	(17.0)
Cash and cash equivalents - net change from:
Operating, investing and financing activities	(38.2)	(38.0)
Currency translation	1.2	(8.3)
Balance at beginning of period	92.5	167.7
Balance at end of period	55.5	121.4
Supplemental disclosures – Cash paid for:
Interest, net of amount capitalized	4.6	4.4
Income taxes	2.7	6.9
Accrual for capital expenditures	$ 2.6	$ 2.0

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Organization and Basis of Presentation

3 Months Ended

Mar. 31, 2016

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Organization and Basis of Presentation

Note 1 - Organization and basis of presentation:

Organization-At March 31, 2016, Valhi, Inc. (NYSE: VHI) held approximately 50% of our outstanding common stock and NL Industries, Inc. (NYSE: NL) held approximately 30% of our common stock, Valhi owned approximately 83% of NL’s outstanding common stock and a wholly-owned subsidiary of Contran Corporation held approximately 93% of Valhi’s outstanding common stock.  All of Contran’s outstanding voting stock is held by a family trust established for the benefit of Lisa K. Simmons and Serena Simmons Connelly and their children, for which Ms. Simmons and Ms. Connelly are co-trustees, or is held directly by Ms. Simmons and Ms. Connelly or entities related to them.  Consequently, Ms. Simmons and Ms. Connelly may be deemed to control Contran, Valhi, NL 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, 2015 that we filed with the Securities and Exchange Commission (SEC) on March 10, 2016 (2015 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, 2015 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, 2015) 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 period ended March 31, 2016 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 2015 Consolidated Financial Statements contained in our 2015 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.

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Accounts and Other Receivables

3 Months Ended

Mar. 31, 2016

Receivables [Abstract]

Accounts and Other Receivables

Note 2 - Accounts and other receivables:

	December31,			March 31,
	2015			2016
	(In millions)
Trade receivables	$	194.8		$	213.7
Receivable from affiliates:
Louisiana Pigment Company, L.P.		-			10.1
Income taxes, net - Valhi		-			.6
Other		2.5			2.5
Recoverable VAT and other receivables		17.8			19.6
Refundable income taxes		6.8			7.5
Allowance for doubtful accounts		(1.1	)		(1.1	)
Total	$	220.8		$	252.9

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Inventories, Net

3 Months Ended

Mar. 31, 2016

Inventory Disclosure [Abstract]

Inventories, Net

Note 3 - Inventories, net:

	December31,		March 31,
	2015		2016
	(In millions)
Raw materials	$	75.9	$	76.3
Work in process		21.1		22.6
Finished products		232.4		219.5
Supplies		57.8		59.1
Total	$	387.2	$	377.5

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Marketable Securities

3 Months Ended

Mar. 31, 2016

Investments Debt And Equity Securities [Abstract]

Marketable Securities

Note 4 - Marketable securities:

Our marketable securities consist of investments in the publicly-traded shares of related parties: Valhi, NL and CompX International Inc. NL owns the majority of CompX’s outstanding common stock.  All of our marketable securities are accounted for as available-for-sale securities, which 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.  See Note 13.  Because we have classified all of our marketable securities as available-for-sale, any unrealized gains or losses on the securities are recognized through other comprehensive income, net of deferred income taxes.

	Fairvalue
	measurement	Market		Cost		Unrealized
Marketable security	level	value		basis		loss
		(In millions)
December 31, 2015
Valhi common stock	1	$	2.3	$	3.2		(.9	)
NL and CompX common stocks	1		.1		.1		-
Total		$	2.4	$	3.3		(.9	)
March 31, 2016
Valhi common stock	1	$	2.0	$	3.2	$	(1.2	)
NL and CompX common stocks	1		.1		.1		-
Total		$	2.1	$	3.3	$	(1.2	)

At December 31, 2015 and March 31, 2016, we held approximately 1.7 million shares of Valhi’s common stock.  We also held a nominal number of shares of CompX and NL common stocks.  At December 31, 2015 and March 31, 2016, the quoted per share market price of Valhi’s common stock was $1.34 and $1.18, respectively.

With respect to our investment in Valhi stock, our cost basis has exceeded its market value since November 2015, but we consider such decline in market price to be temporary at March 31, 2016.  As of April 19, 2016, the aggregate market value of our investment in Valhi stock exceeded our cost basis.

The Valhi, CompX and NL common stocks we own are subject to the restrictions on resale pursuant to certain provisions of 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.

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Other Noncurrent Assets

3 Months Ended

Mar. 31, 2016

Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]

Other Noncurrent Assets

Note 5 - Other noncurrent assets:

	December31,		March 31,
	2015		2016
	(In millions)
Deferred financing costs, net	$	1.0	$	.9
Pension asset	$	.4	$	.4
Other		1.7		1.8
Total	$	3.1	$	3.1

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Accounts Payable and Accrued Liabilities

3 Months Ended

Mar. 31, 2016

Payables And Accruals [Abstract]

Accounts Payable and Accrued Liabilities

Note 6 - Accounts payable and accrued liabilities:

	December31,		March 31,
	2015		2016
	(In millions)
Accounts payable	$	96.1	$	93.4
Accrued sales discounts and rebates		18.9		13.5
Employee benefits		14.2		15.7
Accrued workforce reduction costs		5.3		4.8
Interest rate swap contract		3.3	3.4
Accrued interest		.2		.1
Payable to affiliates:
Louisiana Pigment Company, L.P.		19.4		14.5
Income taxes, net - Valhi		.1		-
Other		34.7		36.7
Total	$	192.2	$	182.1

During the first three months of 2016, we made an aggregate of $.6 million in payments with respect to workforce reduction costs accrued as of December 31, 2015.  See Note 13 for a discussion of the interest rate swap contract.

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Long-Term debt

3 Months Ended

Mar. 31, 2016

Debt Disclosure [Abstract]

Long-Term Debt

Note 7 - Long-term debt:

	December 31,		March 31,
	2015		2016
	(In millions)
Term loan	$	338.0	$	337.5
Revolving North American credit facility		-		9.2
Other		3.0		3.1
Total debt		341.0		349.8
Less current maturities		3.8		3.7
Total long-term debt	$	337.2	$	346.1

Term loan - During the first three months of 2016, we made our required quarterly principal payment of $.9 million.  The average interest rate on the term loan borrowings as of and for the quarter ended March 31, 2016 was 4.0%.  The carrying value of the term loan at March 31, 2016 is stated net of unamortized original issue discount of $1.1 million and debt issuance costs of $4.4 million.

See Note 13 for a discussion of the interest rate swap we entered into in 2015 pursuant to our interest rate risk management strategy.  

Revolving North American credit facility - During the first three months of 2016, we borrowed $9.2 million under our North American revolving credit facility.  The average interest rate on outstanding borrowings as of and for the quarter ended March 31, 2016 was 4.25%.  At March 31, 2016 we had approximately $79.1 million available for additional borrowing under this revolving facility.

Revolving European credit facility - Our European revolving credit facility requires the maintenance of certain financial ratios, and one of such requirements is based on the ratio of net debt to last twelve months earnings before income tax, interest, depreciation and amortization expense (EBITDA) of the borrowers.  Based upon the borrowers’ last twelve months EBITDA as of March 31, 2016 and the net debt to EBITDA financial test, our borrowing availability at March 31, 2016 is approximately 6% of the credit facility, or €6.7 million ($7.5 million).

Other - We are in compliance with all of our debt covenants at March 31, 2016.

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Income Taxes

3 Months Ended

Mar. 31, 2016

Income Tax Disclosure [Abstract]

Income Taxes

Note 8 - Income taxes:

	Three months ended
	March 31,
	2015			2016
	(In millions)
Expected tax expense (benefit), at U.S. federal statutory    income tax rate of 35%	$	9.7		$	(1.8	)
Non-U.S. tax rates		(1.1	)		.2
Incremental net tax expense on earnings and losses    of non-U.S. companies		.4			.2
U.S. state income tax and other, net		.4			-
Provision (benefit) for income taxes	$	9.4		$	(1.4	)
Comprehensive provision for income taxes allocable to:
Net income (loss)	$	9.4		$	(1.4	)
Other comprehensive income (loss):
Currency translation		(16.3	)		-
Marketable securities		(.1	)		(.1	)
Pension plans		1.2			.1
Interest rate swap		-			(1.6	)
Total	$	(5.8	)	$	(3.0	)

The amount shown in the above table of our income tax rate reconciliation for non-U.S. tax rates represents the result determined by multiplying the pre-tax earnings or losses of each of our non-U.S. subsidiaries by the difference between the applicable statutory income tax rate for each non-U.S. jurisdiction and the U.S. federal statutory tax rate of 35%.  The amount shown on such table for incremental net tax (benefit) on earnings and losses on non-U.S. companies includes, as applicable, (i) current income taxes (including withholding taxes, if applicable), if any, associated with any current-year earnings of our non-U.S. subsidiaries to the extent such current-year earnings were distributed to us in the current year, (ii) deferred income taxes (or deferred income tax benefit) associated with the current-year change in the aggregate amount of undistributed earnings of our Canadian subsidiary, which earnings are not subject to a permanent reinvestment plan, in an amount representing the current-year change in the aggregate current income tax that would be generated (including withholding taxes, if applicable) when such aggregate undistributed earnings are distributed to us, and (iii) current U.S. income taxes (or current income tax benefit), including U.S. personal holding company tax, as applicable, attributable to current-year income (losses) of one of our non-U.S. subsidiaries, which subsidiary is treated as a dual resident for U.S. income tax purposes, to the extent the current-year income (losses) of such subsidiary is subject to U.S. income tax under the U.S. dual-resident provisions of the Internal Revenue Code.

Tax authorities are examining certain of our U.S. and non-U.S. tax returns and have or may propose tax deficiencies, including penalties and interest.  Because of the inherent uncertainties involved in settlement initiatives and court and tax proceedings, we cannot guarantee that these matters will be resolved in our favor, and therefore our potential exposure, if any, is also uncertain.  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.  We currently estimate that our unrecognized tax benefits will not change materially during the next twelve months.

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Employee Benefit Plans

3 Months Ended

Mar. 31, 2016

Compensation And Retirement Disclosure [Abstract]

Employee Benefit Plans

Note 9 - Employee benefit plans:

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

	Three months ended
	March 31,
	2015			2016
	(In millions)
Service cost	$	2.9		$	2.5
Interest cost		4.0			3.8
Expected return on plan assets		(4.6	)		(3.8	)
Amortization of prior service cost		.2			.2
Recognized actuarial losses		3.5			2.8
Total	$	6.0		$	5.5

Postretirement benefits - The components of net periodic postretirement benefits other than pension (OPEB) cost are presented in the table below.

	Three months ended
	March 31,
	2015			2016
	(In millions)
Interest cost	$	.1		$	.1
Amortization of prior service credit		(.2	)		(.2	)
Recognized actuarial loss		.1			-
Total	$	-		$	(.1	)

 Contributions - We expect our 2016 contributions for our pension and other postretirement plans to be approximately $16 million.

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Other Noncurrent Liabilities

3 Months Ended

Mar. 31, 2016

Other Liabilities Disclosure [Abstract]

Other Noncurrent Liabilities

Note 10 - Other noncurrent liabilities:

	December 31,		March 31,
	2015		2016
	(In millions)
Reserve for uncertain tax positions	$	11.8	$	12.3
Employee benefits		7.5		7.6
Interest rate swap contract		.2		4.6
Insurance claims and expenses		.2		.2
Other		4.7		4.7
Total	$	24.4	$	29.4

See Note 13 for a discussion of the interest rate swap contract.

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Accumulated Other Comprehensive Loss

3 Months Ended

Mar. 31, 2016

Equity [Abstract]

Accumulated Other Comprehensive Loss

Note 11 - Accumulated other comprehensive loss:

Changes in accumulated other comprehensive loss are presented in the table below.  See Note 4 for further discussion of our marketable securities, Note 9 for discussion of our defined benefit pension plans and OPEB plans, and Note 13 for discussion of our interest rate swap contract.

	Three months ended
	March 31,
	2015			2016
	(In millions)
Accumulated other comprehensive loss, net of tax:
Currency translation:
Balance at beginning of period	$	(159.8	)	$	(252.0	)
Other comprehensive income (loss)		(65.6	)		14.4
Balance at end of period	$	(225.4	)	$	(237.6	)
Marketable securities:
Balance at beginning of period	$	(2.9	)	$	(.6	)
Other comprehensive income - unrealized losses    arising during the year		(.5	)		(.2	)
Balance at end of period	$	(3.4	)	$	(.8	)
Defined benefit pension plans:
Balance at beginning of period	$	(175.4	)	$	(159.2	)
Other comprehensive income - amortization of    prior service cost and net losses included in    net periodic pension cost		2.6			2.8
Balance at end of period	$	(172.8	)	$	(156.4	)
OPEB plans:
Balance at beginning of period	$	2.3		$	2.1
Other comprehensive loss - amortization    of prior service credit and net losses    included in net periodic OPEB cost		(.1	)		(.1	)
Balance at end of period	$	2.2		$	2.0
Interest rate swap:
Balance at beginning of period	$	-		$	(2.3	)
Other comprehensive loss:
Unrealized losses arising during the year		-			(3.4	)
Less reclassification adjustment for amounts    included in interest expense		-			.6
Balance at end of period	$	-		$	(5.1	)
Total accumulated other comprehensive loss:
Balance at beginning of period	$	(335.8	)	$	(412.0	)
Other comprehensive income (loss)		(63.6	)		14.1
Balance at end of period	$	(399.4	)	$	(397.9	)

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2016

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 12 - 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 amount for the outstanding Los Gatos matter discussed below, as it is not reasonably possible we have incurred a loss that would be material to our consolidated financial condition, results of operations or liquidity.

In March 2013, we were served with the complaint, Los Gatos Mercantile, Inc. d/b/a Los Gatos Ace Hardware, et al v. E.I. Du Pont de Nemours and Company, et al. (United States District Court, for the Northern District of California, Case No. 3:13-cv-01180-SI).  The defendants include us, E.I. Du Pont de Nemours & Company, Huntsman International LLC and Millennium Inorganic Chemicals, Inc. As amended by plaintiffs’ second amended complaint, plaintiffs seek to represent a class consisting of indirect purchasers of titanium dioxide in the states of Arizona, Arkansas, California, the District of Columbia, Florida, Kansas, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska, New Hampshire, New Mexico, New York, North Carolina, Oregon, South Carolina, Tennessee and Wisconsin that indirectly purchased titanium dioxide from one or more of the defendants on or after March 1, 2002.  The complaint alleges that the defendants conspired and combined to fix, raise, maintain, and stabilize the price at which titanium dioxide was sold in the United States and engaged in other anticompetitive conduct.  The case is now proceeding in the trial court.  We believe the action is without merit, will deny all allegations of wrongdoing and liability and intend to defend against the action vigorously.  Based on our quarterly status evaluation of this case, we have determined that it is not reasonably possible that a loss has been incurred in this case.

In April 2016, we were dismissed with prejudice from the previously-reported case, The Valspar Corporation, et al v. Huntsman International, LLC and Kronos Worldwide, Inc., (United States District Court for the Southern  District of Texas, Case No. 4:14-cv-01130), without our admitting any fault or wrongdoing.  The resolution of this matter did not have a material effect on our consolidated financial condition, results of operations or liquidity.

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Financial Instruments

3 Months Ended

Mar. 31, 2016

Fair Value Disclosures [Abstract]

Financial Instruments

Note 13 - Financial instruments:

The following table summarizes the valuation of our financial instruments recorded on a fair value basis as of December 31, 2015 and March 31, 2016:

	Fair Value Measurements
				Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)
										Significant unobservable inputs (Level 3)
	Total
				(In millions)
Asset (liability)
December 31, 2015
Currency forward contracts	$	(1.2	)	$	(1.2	)	$	-		$	-
Interest rate swap contract		(3.5	)		-			(3.5	)		-
Noncurrent marketable securities (See Note 4)		2.4			2.4			-			-
March 31, 2016
Currency forward contracts	$	(.1	)	$	(.1	)	$	-		$	-
Interest rate swap contract		(8.0	)		-			(8.0	)
Noncurrent marketable securities (See Note 4)		2.1			2.1			-			-

 Our earnings and cash flows are subject to fluctuations due to changes in currency exchange rates and interest rates. Our risk management policy allows for the use of derivative financial instruments to prudently manage exposure to foreign currency exchange rates and interest rates.  Derivatives that we use are primarily currency forward contracts and interest rate swaps.  We have not entered into these contracts for trading or speculative purposes in the past, nor do we currently anticipate entering into such contracts for trading or speculative purposes in the future.

Currency forward contracts - Certain of our sales generated by our non-U.S. operations are denominated in U.S. dollars.  We periodically use currency forward contracts to manage a very nominal portion of currency exchange rate risk associated with trade receivables denominated in a currency other than the holder’s functional currency or similar exchange rate risk associated with future sales.  Derivatives used to hedge forecasted transactions and specific cash flows associated with financial assets and liabilities denominated in currencies other than the U.S. dollar and which meet the criteria for hedge accounting are designated as cash flow hedges.  Consequently, the effective portion of gains and losses is deferred as a component of accumulated other comprehensive income and is recognized in earnings at the time the hedged item affects earnings.  Contracts that do not meet the criteria for hedge accounting are marked-to-market at each balance sheet date with any resulting gain or loss recognized in income currently as part of net currency transaction gains and losses.  The fair value of the currency forward contracts is determined using Level 1 inputs based on the currency spot forward rates quoted by banks or currency dealers.

At March 31, 2016, we had currency forward contracts to exchange:

· an aggregate €14.6 million for an equivalent value of Norwegian kroner at exchange rates ranging from krone 9.41 to krone 9.47 per euro.  These contracts with DnB Nor Bank ASA mature at a rate of €1.6 million per month from April 2016 through December 2016;

· an aggregate $19.4 million for an equivalent value of Norwegian kroner at exchange rates ranging from krone 8.31 to krone 8.33 per U.S. dollar.  These contracts with DnB Nor Bank ASA mature at a rate of $2.2 million per month from April 2016 to December 2016; and

· an aggregate of $24.7 million for an equivalent value of Canadian dollars at an exchange rate of Cdn. $1.29 per U.S. dollar.  These contracts with Wells Fargo Bank, N.A. mature from April 2016 through December 2016 at a rate of $3.1 million per month from April through July and $2.5 million per month from August through December.

The estimated fair value of such currency forward contracts at March 31, 2016 was a $.1 million net liability, of which $.1 million is recognized as part of accounts and other receivables and $.2 million is recognized as part of accounts payable and accrued liabilities in our Condensed Consolidated Balance Sheet.  We also recognized a corresponding $.1 million currency transaction loss in our Condensed Consolidated Statement of Operations during the quarter ended March 31, 2016.  We are not currently using hedge accounting for our outstanding currency forward contracts at March 31, 2016 and we did not use hedge accounting for any of such contracts we previously held in 2015.  Accordingly, changes in the aggregate fair value of currency forward contracts we hold are recognized as a currency transaction gain or loss.

Interest rate swap contract - As part of our interest rate risk management strategy, in August 2015 we entered into a pay- fixed/receive-variable interest rate swap contract with Wells Fargo Bank, N.A. to minimize our exposure to volatility in LIBOR as it relates to our forecasted outstanding variable-rate indebtedness.  Under this interest rate swap, we will pay a fixed rate of 2.016% per annum, payable quarterly, and receive a variable rate of three-month LIBOR (subject to a 1.00% floor), also payable quarterly, in each case based on the notional amount of the swap then outstanding.  The effective date of the swap contract was September 30, 2015.  The notional amount of the swap started at $344.75 million and declines by $875,000 each quarter beginning December 31, 2015, with a final maturity of the swap contract in February 2020.  The notional amount of the swap as of March 31, 2016 was $343.0 million.  This swap contract has been designated as a cash flow hedge and qualified as an effective hedge at inception under ASC Topic 815.  The effective portion of changes in fair value on this interest rate swap is recorded as a component of other comprehensive income, net of deferred income taxes.  Commencing in the fourth quarter of 2015, as interest expense accrues on LIBOR-based variable rate debt, we classify the amount we pay under the pay-fixed leg of the swap and the amount we receive under the receive-variable leg of the swap as part of interest expense, with the net effect that the amount of interest expense we recognize on our LIBOR-based variable rate debt each quarter, as it relates to the notional amount of the swap outstanding each quarter, to be based on a fixed rate of 2.016% per annum in lieu of the level of LIBOR prevailing during the quarter.  The amount of hedge ineffectiveness, if any, related to the swap will be recorded in earnings (also as part of interest expense).  Since the inception of the swap through March 31, 2016, there have been no gains or losses recognized in earnings representing hedge ineffectiveness with respect to the interest rate swap.

During the quarter ended March 31, 2016, the pretax amount recognized in other comprehensive income (loss) related to the interest rate swap contract was a $4.5 million loss.  During the same period, $.9 million was reclassified from accumulated other comprehensive loss into earnings (interest expense).  During the next twelve months, the amount of the March 31, 2016 accumulated other comprehensive loss balance that is expected to be reclassified to interest expense is $3.5 million pre-tax.

The fair value of the interest rate swap contract at March 31, 2016 was a liability of $8.0 million and is reflected in the Condensed Consolidated Balance Sheet as part of accounts payable and accrued liabilities ($3.4 million) and other noncurrent liabilities ($4.6 million).  See Notes 6 and 10.  The fair value of the interest rate swap was estimated by a third party using inputs that are observable or that can be corroborated by observable market data such as interest rate yield curves, and therefore, is classified within Level 2 of the valuation hierarchy.

The following table presents the financial instruments that are not carried at fair value but which require fair value disclosure as of December 31, 2015 and March 31, 2016.

	December 31, 2015				March 31, 2016
	Carrying amount		Fair value		Carrying amount		Fair value
	(In millions)
Cash, cash equivalents and restricted cash	$	94.3	$	94.3	$	56.8	$	56.8
Long-term debt:
Variable rate:
Term loan		338.0		309.5		337.5		304.8
North American credit facility		-		-		9.2		9.2
Common stockholders' equity		461.9		653.6		454.8		662.8

At March 31, 2016, the estimated market price of our term loan was $888.75 per $1,000 principal amount.  The fair value of our term loan is based on quoted market prices; however, these quoted market prices represented Level 2 inputs because the markets in which the term loan trades were not active.  The fair value of our common stockholders’ equity is based upon quoted market prices at each balance sheet date, which represent Level 1 inputs.  Due to their near-term maturities, the carrying amounts of accounts receivable, accounts payable and the revolving credit facility are considered equivalent to fair value.  See Notes 2, 6 and 7.

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Other Operating Income (Expense), Net

3 Months Ended

Mar. 31, 2016

Other Operating Income Expense [Abstract]

Other Operating Income (Expense), Net

Note 14 - Other operating income (expense), net:

Other operating expense, net in the first three months of 2016 includes income of $2.0 million related to cash received in the quarter from settlement of a business interruption insurance claim arising in 2014.  We collected an additional $1.4 million related to this claim in April 2016, which will be recognized as other operating income in the second quarter of 2016.  No additional material amounts are expected to be received with respect to such insurance claim.

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Recent Accounting Pronouncements Not Yet Adopted

3 Months Ended

Mar. 31, 2016

New Accounting Pronouncements And Changes In Accounting Principles [Abstract]

Recent Accounting Pronouncements not yet Adopted

Note 15 - Recent accounting pronouncements not yet adopted:

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606).  This standard replaces existing revenue recognition guidance, which in many cases was tailored for specific industries, with a uniform accounting standard applicable to all industries and transactions.  The new standard, as amended, is currently effective for us beginning with the first quarter of 2018.  Entities may elect to adopt ASU No. 2014-09 retrospectively for all periods for all contracts and transactions which occurred during the period (with a few exceptions for practical expediency) or retrospectively with a cumulative effect recognized as of the date of adoption.  ASU No. 2014-09 is a fundamental rewriting of existing GAAP with respect to revenue recognition, and we are still evaluating the effect the Standard will have on our Consolidated Financial Statements.  We currently expect to adopt the standard in the first quarter of 2018.  In addition, we have not yet determined the method we will use to adopt the Standard.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10):  Recognition and Measurement of Financial Assets and Financial Liabilities, which addresses certain aspects related to the recognition, measurement, presentation and disclosure of financial instruments.  The ASU requires equity investments (except for those accounted for under the equity method of accounting or those that result in the consolidation of the investee) to generally be measured at fair value with changes in fair value recognized in net income.  The amendment also requires a number of other changes, including among others:  simplifying the impairment assessment for equity instruments without readily determinable fair values; eliminating the requirement for public business entities to disclose methods and assumptions used to determine fair value for financial instruments measured at amortized cost; requiring an exit price notion when measuring the fair value of financial instruments for disclosure purposes; and requiring separate presentation of financial assets and liabilities by measurement category and form of asset.  The changes indicated above will be effective for us beginning in the first quarter of 2018, with prospective application required, and early adoption is not permitted.  The most significant aspect of adopting this ASU will be the requirement to recognize changes in fair value of our available-for-sale marketable equity securities in net income (currently changes in fair value of such securities are recognized in other comprehensive income).

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which is a comprehensive rewriting of the lease accounting guidance which aims to increase comparability and transparency with regard to lease transactions.  The primary change will be the recognition of lease assets for the right-of-use of the underlying asset and lease liabilities for the obligation to make payments by lessees on the balance sheet for leases currently classified as operating leases.  The ASU also requires increased qualitative disclosure about leases in addition to quantitative disclosures currently required.  Companies are required to use a modified retrospective approach to adoption with a practical expedient which will allow companies to continue to account for existing leases under the prior guidance unless a lease is modified, other than the requirement to recognize the right-of-use asset and lease liability for all operating leases.  The changes indicated above will be effective for us beginning in the first quarter of 2019, with early adoption permitted.  We have not yet evaluated the effect this ASU will have on our Consolidated Financial Statements, but given the material amount of our future minimum payments under non-cancellable operating leases at March 31, 2016, we expect to recognize a material right-of-use lease asset and lease liability upon adoption of the ASU.

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Organization and Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2016

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Organization

Organization-At March 31, 2016, Valhi, Inc. (NYSE: VHI) held approximately 50% of our outstanding common stock and NL Industries, Inc. (NYSE: NL) held approximately 30% of our common stock, Valhi owned approximately 83% of NL’s outstanding common stock and a wholly-owned subsidiary of Contran Corporation held approximately 93% of Valhi’s outstanding common stock.  All of Contran’s outstanding voting stock is held by a family trust established for the benefit of Lisa K. Simmons and Serena Simmons Connelly and their children, for which Ms. Simmons and Ms. Connelly are co-trustees, or is held directly by Ms. Simmons and Ms. Connelly or entities related to them.  Consequently, Ms. Simmons and Ms. Connelly may be deemed to control Contran, Valhi, NL and us.

Basis of Presentation

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, 2015 that we filed with the Securities and Exchange Commission (SEC) on March 10, 2016 (2015 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, 2015 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, 2015) 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 period ended March 31, 2016 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 2015 Consolidated Financial Statements contained in our 2015 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.

Derivatives

We periodically use currency forward contracts to manage a very nominal portion of currency exchange rate risk associated with trade receivables denominated in a currency other than the holder’s functional currency or similar exchange rate risk associated with future sales.  Derivatives used to hedge forecasted transactions and specific cash flows associated with financial assets and liabilities denominated in currencies other than the U.S. dollar and which meet the criteria for hedge accounting are designated as cash flow hedges.  Consequently, the effective portion of gains and losses is deferred as a component of accumulated other comprehensive income and is recognized in earnings at the time the hedged item affects earnings.  Contracts that do not meet the criteria for hedge accounting are marked-to-market at each balance sheet date with any resulting gain or loss recognized in income currently as part of net currency transaction gains and losses.

New Accounting Pronouncements, Policy

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606).  This standard replaces existing revenue recognition guidance, which in many cases was tailored for specific industries, with a uniform accounting standard applicable to all industries and transactions.  The new standard, as amended, is currently effective for us beginning with the first quarter of 2018.  Entities may elect to adopt ASU No. 2014-09 retrospectively for all periods for all contracts and transactions which occurred during the period (with a few exceptions for practical expediency) or retrospectively with a cumulative effect recognized as of the date of adoption.  ASU No. 2014-09 is a fundamental rewriting of existing GAAP with respect to revenue recognition, and we are still evaluating the effect the Standard will have on our Consolidated Financial Statements.  We currently expect to adopt the standard in the first quarter of 2018.  In addition, we have not yet determined the method we will use to adopt the Standard.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10):  Recognition and Measurement of Financial Assets and Financial Liabilities, which addresses certain aspects related to the recognition, measurement, presentation and disclosure of financial instruments.  The ASU requires equity investments (except for those accounted for under the equity method of accounting or those that result in the consolidation of the investee) to generally be measured at fair value with changes in fair value recognized in net income.  The amendment also requires a number of other changes, including among others:  simplifying the impairment assessment for equity instruments without readily determinable fair values; eliminating the requirement for public business entities to disclose methods and assumptions used to determine fair value for financial instruments measured at amortized cost; requiring an exit price notion when measuring the fair value of financial instruments for disclosure purposes; and requiring separate presentation of financial assets and liabilities by measurement category and form of asset.  The changes indicated above will be effective for us beginning in the first quarter of 2018, with prospective application required, and early adoption is not permitted.  The most significant aspect of adopting this ASU will be the requirement to recognize changes in fair value of our available-for-sale marketable equity securities in net income (currently changes in fair value of such securities are recognized in other comprehensive income).

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which is a comprehensive rewriting of the lease accounting guidance which aims to increase comparability and transparency with regard to lease transactions.  The primary change will be the recognition of lease assets for the right-of-use of the underlying asset and lease liabilities for the obligation to make payments by lessees on the balance sheet for leases currently classified as operating leases.  The ASU also requires increased qualitative disclosure about leases in addition to quantitative disclosures currently required.  Companies are required to use a modified retrospective approach to adoption with a practical expedient which will allow companies to continue to account for existing leases under the prior guidance unless a lease is modified, other than the requirement to recognize the right-of-use asset and lease liability for all operating leases.  The changes indicated above will be effective for us beginning in the first quarter of 2019, with early adoption permitted.  We have not yet evaluated the effect this ASU will have on our Consolidated Financial Statements, but given the material amount of our future minimum payments under non-cancellable operating leases at March 31, 2016, we expect to recognize a material right-of-use lease asset and lease liability upon adoption of the ASU.

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Accounts and Other Receivables (Tables)

3 Months Ended

Mar. 31, 2016

Receivables [Abstract]

Accounts and Other Receivables

	December31,			March 31,
	2015			2016
	(In millions)
Trade receivables	$	194.8		$	213.7
Receivable from affiliates:
Louisiana Pigment Company, L.P.		-			10.1
Income taxes, net - Valhi		-			.6
Other		2.5			2.5
Recoverable VAT and other receivables		17.8			19.6
Refundable income taxes		6.8			7.5
Allowance for doubtful accounts		(1.1	)		(1.1	)
Total	$	220.8		$	252.9

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Inventories, Net (Tables)

3 Months Ended

Mar. 31, 2016

Inventory Disclosure [Abstract]

Schedule of Inventories, Net

	December31,		March 31,
	2015		2016
	(In millions)
Raw materials	$	75.9	$	76.3
Work in process		21.1		22.6
Finished products		232.4		219.5
Supplies		57.8		59.1
Total	$	387.2	$	377.5

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Marketable Securities (Tables)

3 Months Ended

Mar. 31, 2016

Investments Debt And Equity Securities [Abstract]

Marketable Securities

	Fairvalue
	measurement	Market		Cost		Unrealized
Marketable security	level	value		basis		loss
		(In millions)
December 31, 2015
Valhi common stock	1	$	2.3	$	3.2		(.9	)
NL and CompX common stocks	1		.1		.1		-
Total		$	2.4	$	3.3		(.9	)
March 31, 2016
Valhi common stock	1	$	2.0	$	3.2	$	(1.2	)
NL and CompX common stocks	1		.1		.1		-
Total		$	2.1	$	3.3	$	(1.2	)

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Other Noncurrent Assets (Tables)

3 Months Ended

Mar. 31, 2016

Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]

Schedule of Other Noncurrent Assets

	December31,		March 31,
	2015		2016
	(In millions)
Deferred financing costs, net	$	1.0	$	.9
Pension asset	$	.4	$	.4
Other		1.7		1.8
Total	$	3.1	$	3.1

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Accounts Payable and Accrued Liabilities (Tables)

3 Months Ended

Mar. 31, 2016

Payables And Accruals [Abstract]

Components of Accounts Payable and Accrued Liabilities

	December31,		March 31,
	2015		2016
	(In millions)
Accounts payable	$	96.1	$	93.4
Accrued sales discounts and rebates		18.9		13.5
Employee benefits		14.2		15.7
Accrued workforce reduction costs		5.3		4.8
Interest rate swap contract		3.3	3.4
Accrued interest		.2		.1
Payable to affiliates:
Louisiana Pigment Company, L.P.		19.4		14.5
Income taxes, net - Valhi		.1		-
Other		34.7		36.7
Total	$	192.2	$	182.1

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Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2016

Debt Disclosure [Abstract]

Components of Long Term Debt

	December 31,		March 31,
	2015		2016
	(In millions)
Term loan	$	338.0	$	337.5
Revolving North American credit facility		-		9.2
Other		3.0		3.1
Total debt		341.0		349.8
Less current maturities		3.8		3.7
Total long-term debt	$	337.2	$	346.1

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Income Taxes (Tables)

3 Months Ended

Mar. 31, 2016

Income Tax Disclosure [Abstract]

Components of Income Taxes and Comprehensive Provision for Income Taxes Allocation

	Three months ended
	March 31,
	2015			2016
	(In millions)
Expected tax expense (benefit), at U.S. federal statutory    income tax rate of 35%	$	9.7		$	(1.8	)
Non-U.S. tax rates		(1.1	)		.2
Incremental net tax expense on earnings and losses    of non-U.S. companies		.4			.2
U.S. state income tax and other, net		.4			-
Provision (benefit) for income taxes	$	9.4		$	(1.4	)
Comprehensive provision for income taxes allocable to:
Net income (loss)	$	9.4		$	(1.4	)
Other comprehensive income (loss):
Currency translation		(16.3	)		-
Marketable securities		(.1	)		(.1	)
Pension plans		1.2			.1
Interest rate swap		-			(1.6	)
Total	$	(5.8	)	$	(3.0	)

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Employee Benefit Plans (Tables)

3 Months Ended

Mar. 31, 2016

Defined Benefit Pension Plans

Defined Benefit Plan Disclosure [Line Items]

Components of Net Periodic Benefit Cost

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

	Three months ended
	March 31,
	2015			2016
	(In millions)
Service cost	$	2.9		$	2.5
Interest cost		4.0			3.8
Expected return on plan assets		(4.6	)		(3.8	)
Amortization of prior service cost		.2			.2
Recognized actuarial losses		3.5			2.8
Total	$	6.0		$	5.5

OPEB

Defined Benefit Plan Disclosure [Line Items]

Components of Net Periodic Benefit Cost

Postretirement benefits - The components of net periodic postretirement benefits other than pension (OPEB) cost are presented in the table below.

	Three months ended
	March 31,
	2015			2016
	(In millions)
Interest cost	$	.1		$	.1
Amortization of prior service credit		(.2	)		(.2	)
Recognized actuarial loss		.1			-
Total	$	-		$	(.1	)

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Other Noncurrent Liabilities (Tables)

3 Months Ended

Mar. 31, 2016

Other Liabilities Disclosure [Abstract]

Components of Other Noncurrent Liabilities

	December 31,		March 31,
	2015		2016
	(In millions)
Reserve for uncertain tax positions	$	11.8	$	12.3
Employee benefits		7.5		7.6
Interest rate swap contract		.2		4.6
Insurance claims and expenses		.2		.2
Other		4.7		4.7
Total	$	24.4	$	29.4

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Accumulated Other Comprehensive Loss (Tables)

3 Months Ended

Mar. 31, 2016

Equity [Abstract]

Schedule of Changes in Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss are presented in the table below.  See Note 4 for further discussion of our marketable securities, Note 9 for discussion of our defined benefit pension plans and OPEB plans, and Note 13 for discussion of our interest rate swap contract.

	Three months ended
	March 31,
	2015			2016
	(In millions)
Accumulated other comprehensive loss, net of tax:
Currency translation:
Balance at beginning of period	$	(159.8	)	$	(252.0	)
Other comprehensive income (loss)		(65.6	)		14.4
Balance at end of period	$	(225.4	)	$	(237.6	)
Marketable securities:
Balance at beginning of period	$	(2.9	)	$	(.6	)
Other comprehensive income - unrealized losses    arising during the year		(.5	)		(.2	)
Balance at end of period	$	(3.4	)	$	(.8	)
Defined benefit pension plans:
Balance at beginning of period	$	(175.4	)	$	(159.2	)
Other comprehensive income - amortization of    prior service cost and net losses included in    net periodic pension cost		2.6			2.8
Balance at end of period	$	(172.8	)	$	(156.4	)
OPEB plans:
Balance at beginning of period	$	2.3		$	2.1
Other comprehensive loss - amortization    of prior service credit and net losses    included in net periodic OPEB cost		(.1	)		(.1	)
Balance at end of period	$	2.2		$	2.0
Interest rate swap:
Balance at beginning of period	$	-		$	(2.3	)
Other comprehensive loss:
Unrealized losses arising during the year		-			(3.4	)
Less reclassification adjustment for amounts    included in interest expense		-			.6
Balance at end of period	$	-		$	(5.1	)
Total accumulated other comprehensive loss:
Balance at beginning of period	$	(335.8	)	$	(412.0	)
Other comprehensive income (loss)		(63.6	)		14.1
Balance at end of period	$	(399.4	)	$	(397.9	)

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Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2016

Fair Value Disclosures [Abstract]

Valuation of Financial Instruments Recorded on Fair Value Basis

The following table summarizes the valuation of our financial instruments recorded on a fair value basis as of December 31, 2015 and March 31, 2016:

	Fair Value Measurements
				Quoted prices in active markets (Level 1)			Significant other observable inputs (Level 2)
										Significant unobservable inputs (Level 3)
	Total
				(In millions)
Asset (liability)
December 31, 2015
Currency forward contracts	$	(1.2	)	$	(1.2	)	$	-		$	-
Interest rate swap contract		(3.5	)		-			(3.5	)		-
Noncurrent marketable securities (See Note 4)		2.4			2.4			-			-
March 31, 2016
Currency forward contracts	$	(.1	)	$	(.1	)	$	-		$	-
Interest rate swap contract		(8.0	)		-			(8.0	)
Noncurrent marketable securities (See Note 4)		2.1			2.1			-			-

Financial Instruments not Carried at Fair Value but which Require Fair Value Disclosure

The following table presents the financial instruments that are not carried at fair value but which require fair value disclosure as of December 31, 2015 and March 31, 2016.

	December 31, 2015				March 31, 2016
	Carrying amount		Fair value		Carrying amount		Fair value
	(In millions)
Cash, cash equivalents and restricted cash	$	94.3	$	94.3	$	56.8	$	56.8
Long-term debt:
Variable rate:
Term loan		338.0		309.5		337.5		304.8
North American credit facility		-		-		9.2		9.2
Common stockholders' equity		461.9		653.6		454.8		662.8

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Organization and Basis of Presentation - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2016
Valhi Inc
Organization And Basis Of Presentation [Line Items]
Ownership percentage in subsidiary	50.00%
Ownership percentage in company	83.00%
NL Industries Inc.
Organization And Basis Of Presentation [Line Items]
Ownership percentage	30.00%
Contran
Organization And Basis Of Presentation [Line Items]
Ownership percentage of parent company held by related party	93.00%

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Accounts and Other Receivables - Accounts and Other Receivables (Detail) - USD ($) $ in Millions	Mar. 31, 2016	Dec. 31, 2015
Accounts Notes And Loans Receivable [Line Items]
Allowance for doubtful accounts	$ (1.1)	$ (1.1)
Total	252.9	220.8
Trade receivables
Accounts Notes And Loans Receivable [Line Items]
Accounts and other receivables	213.7	194.8
Other
Accounts Notes And Loans Receivable [Line Items]
Receivable from affiliates	2.5	2.5
Recoverable VAT and other receivables
Accounts Notes And Loans Receivable [Line Items]
Accounts and other receivables	19.6	17.8
Refundable income taxes
Accounts Notes And Loans Receivable [Line Items]
Refundable income taxes	7.5	$ 6.8
Louisiana Pigment Company, L.P.
Accounts Notes And Loans Receivable [Line Items]
Receivable from affiliates	10.1
Valhi | Income taxes, net
Accounts Notes And Loans Receivable [Line Items]
Receivable from affiliates	$ 0.6

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Inventories, Net - Schedule of Inventories, Net (Detail) - USD ($) $ in Millions	Mar. 31, 2016	Dec. 31, 2015
Inventory Disclosure [Abstract]
Raw materials	$ 76.3	$ 75.9
Work in process	22.6	21.1
Finished products	219.5	232.4
Supplies	59.1	57.8
Total	$ 377.5	$ 387.2

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Marketable Securities - Classification of Marketable Securities (Detail) - USD ($) $ in Millions	Mar. 31, 2016	Dec. 31, 2015
Schedule Of Available For Sale Securities [Line Items]
Market value	$ 2.1	$ 2.4
Cost basis	3.3	3.3
Unrealized loss	(1.2)	(0.9)
Level 1 | Common stock | Valhi
Schedule Of Available For Sale Securities [Line Items]
Market value	2.0	2.3
Cost basis	3.2	3.2
Unrealized loss	(1.2)	(0.9)
Level 1 | Common stock | NL And CompX
Schedule Of Available For Sale Securities [Line Items]
Market value	0.1	0.1
Cost basis	$ 0.1	$ 0.1

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Marketable Securities - Additional Information (Detail) - Valhi Inc - Common stock - $ / shares shares in Millions	Mar. 31, 2016	Dec. 31, 2015
Schedule Of Available For Sale Securities [Line Items]
Investments in publicly-traded shares	1.7	1.7
Quoted market price of per share	$ 1.18	$ 1.34

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Other Noncurrent Assets - Schedule of Other Noncurrent Assets (Detail) - USD ($) $ in Millions	Mar. 31, 2016	Dec. 31, 2015
Disclosure Other Non Current Assets Schedule Of Other Non Current Assets [Abstract]
Deferred financing costs, net	$ 0.9	$ 1.0
Pension asset	0.4	0.4
Other	1.8	1.7
Total	$ 3.1	$ 3.1

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Accounts Payable and Accrued Liabilities - Components of Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Millions	Mar. 31, 2016	Dec. 31, 2015
Accounts Payable And Accrued Liabilities [Line Items]
Accounts payable	$ 93.4	$ 96.1
Accrued sales discounts and rebates	13.5	18.9
Employee benefits	15.7	14.2
Accrued workforce reduction costs	4.8	5.3
Interest rate swap contract	3.4	3.3
Accrued interest	0.1	0.2
Payable to affiliates:
Other	36.7	34.7
Total	182.1	192.2
Louisiana Pigment Company, L.P.
Payable to affiliates:
Payable to affiliates	$ 14.5	19.4
Valhi
Payable to affiliates:
Payable to affiliates		$ 0.1

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Accounts Payable and Accrued Liabilities - Additional Information (Detail) $ in Millions	3 Months Ended
	Mar. 31, 2016 USD ($)
Workforce Reduction
Accounts Payable And Accrued Liabilities [Line Items]
Workforce reduction costs paid	$ 0.6

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Long-Term Debt - Components of Long-Term Debt (Detail) - USD ($) $ in Millions	Mar. 31, 2016	Dec. 31, 2015
Debt Disclosure [Abstract]
Term loan	$ 337.5	$ 338.0
Revolving North American credit facility	9.2
Other	3.1	3.0
Total debt	349.8	341.0
Less current maturities	3.7	3.8
Long-term debt	$ 346.1	$ 337.2

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Long-Term Debt - Term Loan - Additional Information (Detail) - Term Loan $ in Millions	3 Months Ended
	Mar. 31, 2016 USD ($)
Debt Instrument [Line Items]
Quarterly principal payment	$ 0.9
Percentage of average interest rate, at period end	4.00%
Unamortized discount	$ 1.1
Debt issuance cost	$ 4.4

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Long-Term Debt - Revolving Credit Facilities - Additional Information (Detail) € in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2016 USD ($)	Mar. 31, 2015 USD ($)	Mar. 31, 2016 EUR (€)
Line Of Credit Facility [Line Items]
Borrowings	$ 9.2	$ 1.3
Revolving North American Credit Facility
Line Of Credit Facility [Line Items]
Borrowings	$ 9.2
Average interest rate at period end	4.25%		4.25%
Average interest rate during period	4.25%
Amount available for additional borrowing	$ 79.1
Revolving European Credit Facility
Line Of Credit Facility [Line Items]
Amount available for borrowing	$ 7.5		€ 6.7
Percentage of borrowings available under credit facility	6.00%		6.00%

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Income Taxes - Components of Income Taxes and Comprehensive Provision for Income Taxes Allocation (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Schedule Of Income Tax [Line Items]
Expected tax expense (benefit), at U.S. federal statutory income tax rate of 35%	$ (1.8)	$ 9.7
Non-U.S. tax rates	0.2	(1.1)
Incremental net tax expense on earnings and losses of non-U.S. companies	0.2	0.4
U.S. state income tax and other, net		0.4
Provision (benefit) for income taxes	(1.4)	9.4
Comprehensive provision for income taxes allocable to net income (loss)	(1.4)	9.4
Other comprehensive income (loss):
Currency translation		(16.3)
Marketable securities	(0.1)	(0.1)
Interest rate swap	(1.6)
Total	(3.0)	(5.8)
Defined Benefit Pension Plans
Other comprehensive income (loss):
Benefit plans	$ 0.1	$ 1.2

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Income Taxes - Components of Income Taxes and Comprehensive Provision for Income Taxes Allocation (Parenthetical) (Detail)	3 Months Ended
	Mar. 31, 2016
Income Tax Disclosure [Abstract]
U.S. Federal statutory income tax rate	35.00%

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Income Taxes - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2016
Income Tax Disclosure [Abstract]
U.S. Federal statutory income tax rate	35.00%

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Employee Benefit Plans - Components of Net Periodic Benefit Cost (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Defined Benefit Pension Plans
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 2.5	$ 2.9
Interest cost	3.8	4.0
Expected return on plan assets	(3.8)	(4.6)
Amortization of prior service cost	0.2	0.2
Recognized actuarial losses	2.8	3.5
Total	5.5	6.0
OPEB
Defined Benefit Plan Disclosure [Line Items]
Interest cost	0.1	0.1
Amortization of prior service cost	(0.2)	(0.2)
Recognized actuarial losses		$ 0.1
Total	$ (0.1)

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Employee Benefit Plans - Additional Information (Detail) $ in Millions	3 Months Ended
	Mar. 31, 2016 USD ($)
Compensation And Retirement Disclosure [Abstract]
Expected contributions for pension plans in 2016	$ 16

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Other Noncurrent Liabilities - Components of Other Noncurrent Liabilities (Detail) - USD ($) $ in Millions	Mar. 31, 2016	Dec. 31, 2015
Other Liabilities Noncurrent [Abstract]
Reserve for uncertain tax positions	$ 12.3	$ 11.8
Employee benefits	7.6	7.5
Interest rate swap contract	4.6	0.2
Insurance claims and expenses	0.2	0.2
Other	4.7	4.7
Total	$ 29.4	$ 24.4

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Accumulated Other Comprehensive Loss - Schedule of Changes in Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Accumulated Other Comprehensive Income Loss [Line Items]
Currency translation, Balance at beginning of period	$ (252.0)	$ (159.8)
Currency translation, Other comprehensive income (loss)	14.4	(65.6)
Currency translation, Balance at end of period	(237.6)	(225.4)
Marketable securities, Balance at beginning of period	(0.6)	(2.9)
Marketable securities, Other comprehensive income - unrealized losses arising during the year	(0.2)	(0.5)
Marketable securities, Balance at end of period	(0.8)	(3.4)
Balance at beginning of period	(2.3)
Unrealized losses arising during the year	(3.4)
Less reclassification adjustment for amounts included in interest expense	0.6
Balance at end of period	(5.1)
Balance at beginning of period	(412.0)	(335.8)
Other comprehensive income (loss)	14.1	(63.6)
Balance at end of period	(397.9)	(399.4)
Defined Benefit Pension Plans
Accumulated Other Comprehensive Income Loss [Line Items]
Balance at beginning of period	(159.2)	(175.4)
Other comprehensive income - amortization of prior service cost (credit) and net losses included in net periodic pension cost	2.8	2.6
Balance at end of period	(156.4)	(172.8)
OPEB Plans
Accumulated Other Comprehensive Income Loss [Line Items]
Balance at beginning of period	2.1	2.3
Other comprehensive income - amortization of prior service cost (credit) and net losses included in net periodic pension cost	(0.1)	(0.1)
Balance at end of period	$ 2.0	$ 2.2

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Financial Instruments - Valuation of Financial Instruments Recorded on Fair Value Basis (Detail) - USD ($) $ in Millions	Mar. 31, 2016	Dec. 31, 2015
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Noncurrent marketable securities	$ 2.1	$ 2.4
Fair Value Measurements Recurring
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Currency forward contracts	(0.1)	(1.2)
Interest rate swap contract	(8.0)	(3.5)
Noncurrent marketable securities	2.1	2.4
Fair Value Measurements Recurring | Level 1
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Currency forward contracts	(0.1)	(1.2)
Noncurrent marketable securities	2.1	2.4
Fair Value Measurements Recurring | Level 2
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Interest rate swap contract	$ (8.0)	$ (3.5)

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Financial Instruments - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2016 USD ($) NOK / € NOK / $ CAD / $	Mar. 31, 2016 EUR (€) NOK / € NOK / $ CAD / $	Dec. 31, 2015 USD ($)
Derivative [Line Items]
Currency transaction loss	$ 100,000
Pretax loss amount recognized in other comprehensive income (loss) related to interest rate swap contract	4,500,000
Reclassified from accumulated other comprehensive loss in to earnings (interest expense)	(900,000)
Pre-tax amount of accumulated other comprehensive loss expected to be reclassified to interest expense during next twelve months	(3,500,000)
Fair value of interest rate swap contract	8,000,000
Term Loan
Derivative [Line Items]
Debt instrument base principal amount	1,000
Debt instrument estimated market price per $1000 principal amount	888.75
Accounts and Other Receivables
Derivative [Line Items]
Estimated fair value of currency forward contracts recognized as part of accounts and other receivables	100,000
Accounts Payables and Accrued Liabilities
Derivative [Line Items]
Estimated fair value of currency forward contracts recognized as part of accounts payable and accrued liabilities	200,000
Fair value of interest rate swap contract	3,400,000
Other Noncurrent Liabilities
Derivative [Line Items]
Fair value of interest rate swap contract	4,600,000
Currency Forward Contracts
Derivative [Line Items]
Estimated fair value of currency forward contracts net liability	100,000
Interest Rate Swap
Derivative [Line Items]
Gain loss recognized in earnings on hedge ineffectiveness	0
Interest Rate Swap | London Interbank Offered Rate (LIBOR)
Derivative [Line Items]
Derivative instrument, notional amount	$ 343,000,000		$ 344,750,000
Derivative, type of instrument	pay-fixed/receive-variable interest rate swap
Interest rate swap, type of interest rate	fixed
Interest rate swap, fixed rate	2.016%	2.016%
Interest rate swap, floor rate	1.00%	1.00%
Interest rate swap, effective date	Sep. 30, 2015
Interest rate swap, notional amount decline each quarter	$ 875,000
Interest rate swap, notional amount decline commencing date	Dec. 31, 2015
Interest rate swap, final maturity date	Feb. 29, 2020
DnB Nor Bank ASA | April 2016 through December 2016
Derivative [Line Items]
Derivative instrument, notional amount | €		€ 14,600,000
Foreign currency contracts maturing value | €		€ 1,600,000
DnB Nor Bank ASA | April 2016 to December 2016
Derivative [Line Items]
Derivative instrument, notional amount	$ 19,400,000
Foreign currency contracts maturing value	2,200,000
Wells Fargo Bank, N.A. | April 2016 through December 2016
Derivative [Line Items]
Derivative instrument, notional amount	24,700,000
Wells Fargo Bank, N.A. | April 2016 through July 2016
Derivative [Line Items]
Foreign currency contracts maturing value	3,100,000
Wells Fargo Bank, N.A. | August 2016 through December 2016
Derivative [Line Items]
Foreign currency contracts maturing value	$ 2,500,000
Euros | DnB Nor Bank ASA | April 2016 through December 2016 | Minimum
Derivative [Line Items]
Forward currency contracts, exchange rate | NOK / €	9.41	9.41
Euros | DnB Nor Bank ASA | April 2016 through December 2016 | Maximum
Derivative [Line Items]
Forward currency contracts, exchange rate | NOK / €	9.47	9.47
US Dollar | DnB Nor Bank ASA | April 2016 to December 2016 | Minimum
Derivative [Line Items]
Forward currency contracts, exchange rate | NOK / $	8.31	8.31
US Dollar | DnB Nor Bank ASA | April 2016 to December 2016 | Maximum
Derivative [Line Items]
Forward currency contracts, exchange rate | NOK / $	8.33	8.33
US Dollar | Wells Fargo Bank, N.A. | April 2016 through December 2016
Derivative [Line Items]
Forward currency contracts, exchange rate | CAD / $	1.29	1.29

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Financial Instruments - Financial Instruments not Carried at Fair Value but which Require Fair Value Disclosure (Detail) - USD ($) $ in Millions	Mar. 31, 2016	Dec. 31, 2015
Fair Value Disclosures [Abstract]
Cash, cash equivalents and restricted cash, Carrying amount	$ 56.8	$ 94.3
Variable rate, Term loan, Carrying amount	337.5	338.0
Variable rate, North American credit facility, Carrying amount	9.2
Common stockholders' equity, Carrying amount	454.8	461.9
Cash, cash equivalents and restricted cash, Fair value	56.8	94.3
Variable, Term loan, Fair value	304.8	309.5
Variable, North American credit facility, Fair value	9.2
Common stockholders' equity, Fair value	$ 662.8	$ 653.6

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Other Operating Income (Expense), Net - Additional Information (Detail) - USD ($)	1 Months Ended	3 Months Ended
	Apr. 30, 2016	Mar. 31, 2016
Other Operating Income And Expense [Line Items]
Insurance settlements receivable		$ 0
Subsequent Event
Other Operating Income And Expense [Line Items]
Income received from settlement of business interruption insurance claim	$ 1,400,000
Other Operating Income (Expense), Net
Other Operating Income And Expense [Line Items]
Income received from settlement of business interruption insurance claim		$ 2,000,000