EX-99 2 f4vhi101201kro.htm ADDITIONAL INFORMATION
f4vhi101029tfmc.txt



Exhibit 99

Additional Information



     Valhi Holding Company ("VHC"), TIMET Finance Management Company ("TFMC"),

the Harold Simmons Foundation, Inc. (the "Foundation"), the Contran Amended and

Restated Deferred Compensation Trust (the "CDCT"), Harold C. Simmons, Annette C.

Simmons, the Combined Master Retirement Trust (the "CMRT"), The Annette Simmons

Grandchildren's Trust (the "Grandchildren's Trust"), Contran Corporation

("Contran") and Kronos Worldwide, Inc. ("Kronos") are the direct holders of

92.3%, 1.3%, 0.9%, 0.3%, 0.3%, 0.2%, 0.1%, less than 0.1%, less than 0.1% and

less than 0.1%, respectively, of the common stock of the issuer, Valhi, Inc.

("Valhi").



 Valhi, NL Industries, Inc. ("NL"), Harold C. Simmons, TFMC, Annette C.

Simmons and Contran are the direct holders of approximately 50.0%, 30.4%, 0.4%,

0.1%, 0.1% and less than 0.1%, respectively, of the outstanding common stock of

Kronos.  NL is the holder of 100% of the outstanding common stock of TFMC.



 Titanium Metals Corporation ("TIMET") is the sole stockholder of

TFMC.  VHC, Annette C. Simmons, the CMRT, Harold C. Simmons, NL, Valhi, Contran,

Kronos, the Foundation and the Grandchildren's Trust are the holders of 24.9%,

12.1%, 8.6%, 3.1%, 0.8%, 0.5%, 0.4%, 0.2%, less than 0.1% and less than 0.1% of

the outstanding shares of common stock of TIMET.  NL's percentage ownership of

TIMET common stock includes 0.3% directly held by a subsidiary of NL.



 Valhi, Harold C. Simmons, Annette C. Simmons and TFMC are the direct

holders of 83.0%, 2.1%, 0.6% and 0.5%, respectively, of the outstanding shares

of common stock of NL.



 Dixie Rice Agricultural Corporation, Inc. ("Dixie Rice") is the direct

holder of 100% of the outstanding shares of common stock of VHC.  Contran is the

holder of 100% of the outstanding shares of common stock of Dixie Rice.



     Substantially all of Contran's outstanding voting stock is held by trusts

established for the benefit of certain children and grandchildren of Harold C.

Simmons (the "Trusts"), of which Mr. Simmons is the sole trustee, or is held by

Mr. Simmons or persons or other entities related to Mr. Simmons. As sole trustee

of each of the Trusts, Mr. Simmons has the power to vote and direct the

disposition of the shares of Contran stock held by each of the Trusts.  Mr.

Simmons, however, disclaims beneficial ownership of any shares of Contran stock

that the Trusts hold.



     The Foundation directly holds approximately 0.9% of the outstanding shares

of Valhi common stock and less than 0.1% of the outstanding shares of TIMET

common stock. The Foundation is a tax-exempt foundation organized for charitable

purposes.  Harold C. Simmons is the chairman of the board of the Foundation and

may be deemed to control the Foundation.



     The CMRT directly holds approximately 0.1% of the outstanding shares of

Valhi common stock and 8.6% of the outstanding shares of TIMET common stock.

Contran sponsors the CMRT as a trust to permit the collective investment by

master trusts that maintain the assets of certain employee benefit plans Contran

and related companies adopt.  Mr. Simmons is the sole trustee of the CMRT and a

member of the trust investment committee for the CMRT.  Mr. Simmons is a

participant in one or more of the employee benefit plans that invest through the

CMRT.



     The CDCT directly holds approximately 0.3% of the outstanding shares of

Valhi common stock.  U.S. Bank National Association serves as the trustee of the

CDCT.  Contran established the CDCT as an irrevocable "rabbi trust" to assist

Contran in meeting certain deferred compensation obligations that it owes to

Harold C. Simmons.  If the CDCT assets are insufficient to satisfy such

obligations, Contran is obligated to satisfy the balance of such obligations as

they come due.  Pursuant to the terms of the CDCT, Contran (i) retains the power

to vote the shares of the issuer's common stock held directly by the CDCT, (ii)

retains dispositive power over such shares and (iii) may be deemed the indirect

beneficial owner of such shares.



     Mr. Harold C. Simmons is chairman of the board of Kronos, Valhi, TIMET,

VHC, Dixie Rice and Contran, and chairman of the board and chief executive

officer of NL.



     By virtue of the offices held, the stock ownership and his services as

trustee, all as described above, (a) Mr. Simmons may be deemed to control

certain of such entities and (b) Mr. Simmons and certain of such entities may be

deemed to possess indirect beneficial ownership of, and a pecuniary interest in,

shares of common stock directly held by certain of such other entities. However,

Mr. Simmons disclaims such beneficial ownership of, and such pecuniary interest

in, such shares beneficially owned, directly or indirectly, by any of such

entities, except to the extent of his vested beneficial interest, if any, in the

shares the CDCT and the CMRT hold directly.



     The reporting person understands that NL and a subsidiary of NL directly

own 3,604,790 shares and 1,186,200 shares, respectively, of Valhi common stock

as of the date of this statement. As already stated, Valhi is the direct holder

of approximately 83.0% of the outstanding shares of common stock of NL. As a

result of Valhi's direct and indirect ownership of NL and its subsidiary, the

reporting person further understands that, pursuant to Delaware law, Valhi

treats the shares of Valhi common stock that NL and its subsidiary own as

treasury stock for voting purposes. For the purposes of this statement, such

shares of Valhi common stock that NL and its subsidiary hold directly are not

deemed outstanding.



     Annette  C. Simmons is the wife of Harold C. Simmons and is the direct

owner of 54,856 shares of Kronos common stock, 21,825,875 shares of TIMET common

stock, 292,225 shares of NL common stock and 219,796 shares of Valhi common

stock. Mr. Simmons may be deemed to share indirect beneficial ownership of such

shares.  Mr. Simmons disclaims beneficial ownership of all securities that his

wife holds directly.



     Mr. Harold C. Simmons is the direct owner of 258,720 shares of Kronos

common stock, 5,628,787 shares of TIMET common stock, 1,007,145 shares of NL

common stock and 343,183 shares of Valhi common stock.



     The Grandchildren's Trust, of which Harold C. Simmons and his wife are

trustees and the beneficiaries are the grandchildren of his wife, is the direct

holder of 31,800 shares of Valhi common stock and 15,432 shares of TIMET common

stock. Mr. Simmons, as co-trustee of this trust, has the power to vote and

direct the disposition of the shares of Valhi common stock the trust holds. Mr.

Simmons disclaims beneficial ownership of any shares of Valhi common stock that

this trust holds.