Filed Pursuant to Rule 424(b)(3)
                          Registration No. 333-134810

PROSPECTUS

                           [OBJECT OMITTED]IC OMITTED]

                           KRONOS INTERNATIONAL, INC.
                                Offer to Exchange
                                 All Outstanding
                      6 1/2% Senior Secured Notes due 2013
                   euro 400,000,000 Aggregate Principal Amount
                                       for
                    New 6 1/2% Senior Secured Notes due 2013
                   euro 400,000,000 Aggregate Principal Amount


     We are  offering to exchange an  aggregate  principal  amount of up to euro
400,000,000  of our new 6 1/2% Senior  Secured Notes due 2013 (the "new notes"),
which have been  registered  under the Securities Act of 1933, for a like amount
of our old 6 1/2% Senior Secured Notes due 2013 (the "old notes").


o    The  exchange  offer  expires at 12:00  midnight,  New York City  time,  on
     July 24, 2006, unless we extend it.

o    The terms of the new notes to be issued are substantially  identical to the
     terms of the old notes,  except for transfer  restrictions and registration
     rights relating to the old notes.

o    No established  trading market for the new notes currently  exists. We will
     apply to have the new notes admitted to the Official List of the Luxembourg
     Stock Exchange and for trading on the Euro MTF, the  alternative  market of
     the Luxembourg Stock Exchange.

o    You may withdraw  tenders of old notes at any time prior to the  expiration
     of the exchange offer.

o    We will not receive any proceeds from the exchange offer.

     See "Risk  Factors"  beginning on page 9 for a  discussion  of risk factors
that you should  consider  before  deciding to  exchange  your old notes for new
notes.


     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.


                            The date of this prospectus is June 26, 2006.





                                TABLE OF CONTENTS

                                                                          Page
Notice to Non-U.S. Investors................................................ii
Prospectus Summary..........................................................1
Risk Factors................................................................9
The Exchange Offer..........................................................16
Use of Proceeds.............................................................26
Capitalization..............................................................26
Selected Financial and Other Data...........................................27
Management's Discussion and Analysis of Financial
  Condition and Results of Operations.......................................28
Business....................................................................46
Management..................................................................52
Certain Relationships and Related Transactions..............................56
Description of the New Notes................................................58
Registration Rights.........................................................77
Book-Entry; Delivery and Form...............................................78
Material Tax Considerations.................................................81
Plan of Distribution........................................................88
Where You Can Find More Information.........................................89
General Listing Information.................................................89
Legal Matters...............................................................89
Experts.....................................................................90
Index of Financial Statements...............................................F-1


     This prospectus  incorporates  important business and financial information
about us that is not  included in or  delivered  with this  prospectus.  We will
provide you without  charge,  on your  request,  a copy of any document  that is
incorporated  by reference  into this  prospectus,  other than exhibits to those
documents  that  are not  specifically  incorporated  by  reference  into  those
documents, by writing Kronos International,  Inc., 5430 LBJ Freeway, Suite 1700,
Dallas, Texas 75240-2697, Attention: Robert D. Graham, Vice President. To ensure
timely  delivery,  please make your  request as soon a  practicable  and, in any
event,  no later than five business days prior to the expiration of the exchange
offer.

     You should rely only on the  information  provided in this  prospectus.  We
have not authorized  anyone to provide you with any different  information.  The
information in this prospectus is current only as of the date on the cover,  and
our business or financial condition and other information in this prospectus may
change after that date.

     We accept  responsibility for the information contained in this prospectus.
To the best of our knowledge,  the  information we give in this prospectus is in
accordance with the facts and contains no omissions  likely to affect the import
of the Luxembourg Stock Exchange listing particulars.


                                       i

                          NOTICE TO NON-U.S. INVESTORS

     This  prospectus  does not  constitute an offer to sell or an invitation to
subscribe for or purchase any of the new notes in any jurisdiction in which such
offer or invitation is not authorized or to any person to whom it is unlawful to
make such an offer or invitation.  The  distribution of this prospectus and this
exchange offer may be restricted by law in certain  jurisdictions.  Persons into
whose possession this prospectus  comes are required to inform  themselves about
and to observe any such  restrictions.  Each  prospective  purchaser  of the new
notes must  comply  with all  applicable  laws and  regulations  in force in any
jurisdiction  in which it purchases,  offers or sells the new notes or possesses
or distributes this  prospectus.  In addition,  each prospective  purchaser must
obtain any consent,  approval or permission  required  under the  regulations in
force  in any  jurisdiction  to which it is  subject  or in which it  purchases,
offers or sells the new notes.  We have no  responsibility  for  obtaining  such
consent, approval or permission.

Austria

     The new notes may only be offered in the Republic of Austria in  compliance
with the provisions of the Austrian Capital Market Act  (Kapitalmarktgesetz) and
other laws applicable in the Republic of Austria governing the offer and sale of
the new notes in the Republic of Austria.  The new notes are not  registered  or
otherwise  authorized  for public offer either under the Capital Market Act. The
new notes must not be, and are not being,  offered or advertised  publicly or by
public promotion,  and no offering or marketing  materials relating to the offer
under the Capital Markets Act (whether  presently or in the future).  Therefore,
this prospectus is only provided and personally addressed to a limited number of
qualified  investors  (in the  meaning  of sec 1 para 1 no.  5a of the  Austrian
Capital Markets Act) in Austria and is strictly for their private use. The offer
is only  being  made to those  recipients  and does not  constitute  an offer or
advertisement to the public.

France

     In France,  the new notes may not be directly or indirectly offered or sold
to the public, and offers and sales of the new notes will only be made in France
to providers of investment  services  relating to portfolio  management  for the
account of third  parties  and/or to  qualified  investors  acting for their own
account,  in accordance with Articles  L.411-1,  L.411-2 and D.411-1 of the Code
Monetaire et Financier.  Accordingly,  this prospectus has not been submitted to
the  Autorite des Marches  Financiers.  Neither  this  prospectus  nor any other
offering  material may be distributed  to the public or used in connection  with
any offer for  subscription  or sale of the new notes to the public in France or
offered to any  investors  other than those (if any) to whom offers and sales of
the new notes in France may be made as described  above and no prospectus  shall
be prepared  and  submitted  for  approval  (visa) to the  Autorite  des Marches
Financiers.

     Les titres ne peuvent etre offerts ni vendus  directement ou  indirectement
au public en France et l'offre ou la vente des  titres ne pourra  etre  proposee
qu'a des  personnes  fournissant  le  service  d'investissement  de  gestion  de
portefeuille pour compte de tiers et/ou a des investisseurs  qualifies  agissant
pour compte propre conformement aux Articles L.411-1, L.411-2 et D.411-1 du Code
Monetaire et Financier. Par consequent, ce prospectus n'a pas ete soumis au visa
de  l'Autorite  des Marches  Financiers  et aucun  prospectus ne sera prepare ou
soumis au visa de l'Autorite des Marches  Financiers.  Ni ce prospectus ni aucun
autre document  promotionnel ne pourront etre communiques en France au public ou
utilise  en  relation  avec  l'offre de  souscription  ou la vente ou l'offre de
titres  au  public  ou a toute  personne  autre  que les  investisseurs  (le cas
echeant) decrits ci-dessus auxquels les titres peuvent etre offerts et vendus en
France.

Germany

     The new notes may be offered and sold in Germany  only in  compliance  with
the German Securities Prospectus Act  (Wertpapierprospektgesetz) as amended, the
Commission  Regulation  (EC) No 809/2004  of April 29,  2004 as amended,  or any
other laws  applicable  in Germany  governing  the issue,  offering  and sale of
securities.  The prospectus  has not been approved  under the German  Securities
Prospectus  Act  (Wertpapierprospektgesetz)  or  the  Directive  2003/71/EC  and
accordingly the new notes may not be offered publicly in Germany.

                                       ii

Ireland

     Insofar as the Republic of Ireland is concerned,  this  prospectus  and the
information  contained  herein  is  confidential  and has been  prepared  and is
intended for use on a confidential basis solely by those persons in the Republic
of Ireland to whom it is sent. It may not be reproduced, redistributed or passed
on to any other  person in the  Republic of Ireland or  published in whole or in
part,  for any  purpose.  The new notes will be  offered  only to persons in the
context of their  trades,  professions  or  occupations,  within the  meaning of
Article 2 of Directive 89/298/EEC, and whose ordinary business is to buy or sell
shares or debentures  whether as principal or agent  ("Professional  Investors")
and, in  particular,  there will not be any offer or invitation to the public or
any  section  of the  public to sell or any  solicitation  of any offer from the
public or any section of the public to purchase  the new notes nor will any form
of application for the new notes be distributed in the Republic of Ireland other
than to Professional Investors. Accordingly, this prospectus and the information
contained herein does not constitute an invitation to the public in the Republic
of Ireland or any section thereof to purchase any shares or other  securities in
any company  and,  accordingly,  is not a  prospectus  within the meaning of the
Irish  Companies  Act  1963  (as  amended)  or the  Irish  European  Communities
(Transferable Securities and Stock Exchange) Regulations 1992.

Italy

     No action has been or will be taken  which  could  allow an offering of the
new notes to the public in the Republic of Italy. Accordingly, the new notes may
not be offered or sold  directly or  indirectly  in the  Republic of Italy,  and
neither this  prospectus nor any other offering  circular,  prospectus,  form of
application,   advertisement,  other  offering  material  or  other  information
relating to the issuer or the new notes may be issued,  distributed or published
in the  Republic  of Italy,  except  under  circumstances  that  will  result in
compliance with all applicable  laws,  orders,  rules and  regulations.  The new
notes  cannot be offered or sold to any natural  persons  nor to entities  other
than professional investors either on the primary or on the secondary market.

Luxembourg

     The new notes may not be offered  or sold to the public in the Grand  Duchy
of Luxembourg, directly or indirectly, and neither this prospectus nor any other
circular,  prospectus, form of application,  advertisement or other material may
be  distributed,  or otherwise  made  available in or from, or published in, the
Grand  Duchy of  Luxembourg  except  for the sole  purpose of the  admission  to
trading and listing of the new notes on the Luxembourg Stock Exchange and except
in  circumstances  which do not  constitute a public offer of  securities to the
public.

The Netherlands

     The new notes (including rights  representing an interest in a Global Note)
may  be  not be  offered  or  sold  to  individuals  or  legal  entities  in The
Netherlands  other than to  professional  market  parties  within the meaning of
article 1a paragraph 3 of the Exemption Regulation to the Dutch Securities Trade
Supervision  Act (Wet  toezicht  effectenverkeer  1995)  unless one of the other
exemptions from or exceptions to the  prohibition  contained in article 3 of the
Dutch Securities Trade Supervision Act is applicable.

Spain

     This prospectus is neither approved by nor registered in the administrative
registries of the Comision  Nacional del Mercado del Valores  ("CMNV").  The new
notes  may not be  offered  or sold in  Spain  except  in  accordance  with  the
requirements of the Spanish Securities Market Law (Ley 24/1988, de 28 Julio, del
Mercado de Valores) as amended and restated, and further subsequent legislation.

Switzerland

     The new  notes  may be  offered  in  Switzerland  on the basis of a private
placement and not as a public offering.  The new notes will neither be listed on
the SWX Swiss Exchange nor are they subject to Swiss Law. This  prospectus  does
not constitute a prospectus within the meaning of Art. 1156 of the Swiss Federal
Code of  Obligations  or Arts.  32 et seq. of the Listing Rules of the SWX Swiss
Exchange,  and does not comply with the Directive for Notes of Foreign Borrowers
of the Swiss  Bankers  Association.  We will not apply for a listing  of the new
notes on any Swiss  stock  exchange  or other  Swiss  regulated  market and this
prospectus  may not comply  with the  information  required  under the  relevant
listing rules.  The new notes have not and will not be registered with the Swiss
Federal  Banking  Commission  or any  other  Swiss  authority  for any  purpose,
whatsoever.

                                      iii

United Kingdom

     The prospectus has not been approved by an authorized  person in the United
Kingdom.  The new notes may not be offered  or sold other than to persons  whose
ordinary activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their  businesses or who
it is reasonable to expect will acquire,  hold, manage or dispose of investments
(as principal or agent) for the purposes of their  businesses where the issue of
the new notes would otherwise  constitute a  contravention  of Section 19 of the
Financial  Services  and Markets Act 2000 (the  "FSMA") by us. In  addition,  no
person may communicate or cause to be communicated  any invitation or inducement
to engage in investment  activity (within the meaning of Section 21 of the FSMA)
received by it in connection  with the issue or sale of the new notes other than
in circumstances in which Section 21(1) of the FSMA does not apply to us.


                                       iv


                               PROSPECTUS SUMMARY

     In  this   prospectus,   "KII,"  "we,"  "us"  and  "our"  refer  to  Kronos
International,  Inc. and its consolidated subsidiaries except where we expressly
state that we are only referring to Kronos  International,  Inc. As used in this
prospectus,  "new notes" means our new 6 1/2% Senior Secured Notes due 2013 that
are being offered in this exchange offer and "old notes" means our outstanding 6
1/2%  Senior  Secured  Notes  due 2013 that we  issued  in April  2006.  In this
prospectus,  "notes"  means the new notes and the old notes,  collectively.  The
following  summary contains basic  information  about us, the new notes and this
exchange offer. It likely does not contain all the information that is important
to you. For a more complete  understanding of us, the exchange offer and the new
notes,  we encourage  you to read this  prospectus in its entirety and the other
documents we have referred you to.

                                   The Company

     We are a wholly-owned subsidiary of Kronos Worldwide,  Inc. ("Kronos").  We
conduct  Kronos'  European   value-added   titanium  dioxide  pigments  ("TiO2")
operations.

     Titanium  dioxide  pigments  are  inorganic   chemical  products  used  for
imparting  whiteness,  brightness  and  opacity to a diverse  range of  customer
applications and end-use markets, including coatings,  plastics, paper and other
industrial  and  consumer  "quality-of-life"  products.  TiO2  is  considered  a
"quality-of-life"  product  with demand  affected by gross  domestic  product in
various  regions of the world.  TiO2,  the largest  commercially  used whitening
pigment  by  volume,  derives  its  value  from  its  whitening  properties  and
opacifying ability (commonly referred to as hiding power). As a result of TiO2's
high  refractive  index rating,  it can provide more hiding power than any other
commercially  produced white pigment. In addition,  TiO2 demonstrates  excellent
resistance  to  chemical  attack,  good  thermal  stability  and  resistance  to
ultraviolet  degradation.  TiO2 is supplied to  customers  in either a powder or
slurry form.

     Per capita  consumption of TiO2 in the United States and Western Europe far
exceeds  that in other areas of the world,  and these  regions  are  expected to
continue  to be the  largest  consumers  of TiO2.  Significant  regions for TiO2
consumption  could  emerge  in  Eastern  Europe,  the Far  East or  China as the
economies in these regions develop to the point that  quality-of-life  products,
including TiO2, experience greater demand.

     We currently  produce over 40 different TiO2 grades,  sold under the Kronos
trademark,  which provide a variety of performance properties to meet customers'
specific  requirements.  Our major customers  include domestic and international
paint, plastics and paper manufacturers.

     Along with our  distributors  and  agents,  we sell and  provide  technical
services for our products to over 3,000 customers in over 100 countries with the
majority of sales in Europe. TiO2 is distributed by rail and truck in either dry
or  slurry  form  and by  ocean  carrier  in  dry  form.  Kronos,  KII  and  our
predecessors  have  produced and marketed  TiO2 in North  America and Europe for
over 80 years.  We believe that we have  developed  considerable  expertise  and
efficiency in the manufacture, sale, shipment and service of our products.

     Sales of TiO2  represented  about 87% of our total sales in 2005.  Sales of
other products, complementary to our TiO2 business, comprise the following:

     o    We own an ilmenite  mine in Norway and operate the mine  pursuant to a
          governmental  concession  with an  unlimited  term.  Ilmenite is a raw
          material  used  directly as a feedstock by some  sulfate-process  TiO2
          plants, including all of our European sulfate-process plants. The mine
          has  estimated  reserves  that are expected to last at least 50 years.
          Ilmenite sales to third parties  represented  approximately  6% of our
          consolidated net sales in 2005.

     o    We manufacture  and sell iron-based  chemicals,  which are by-products
          and  processed  by-products  of the TiO2 pigment  production  process.
          These  co-product  chemicals are marketed through our Ecochem division
          and are used  primarily  as  treatment  and  conditioning  agents  for
          industrial  effluents  and  municipal  wastewater  as  well  as in the
          manufacture of ore pigments,  cement and agricultural products.  Sales
          of iron-based chemical products were about 6% of sales in 2005.

     o    We manufacture and sell certain titanium chemical  products  (titanium
          oxychloride and titanyl sulfate),  which are side-stream products from
          the  production  of TiO2.  Titanium  oxychloride  is used in specialty
          applications in the formulation of pearlescent pigments, production of
          electroceramic   capacitors  for  cell  phones  and  other  electronic
          devices.  Titanyl  sulfate  products are used primarily in pearlescent
          pigments. Sales of these products were about 1% of sales in 2005.

                                      -1-

                            Holding Company Structure

     Our assets consist primarily of investments in our operating  subsidiaries.
A majority of our cash flows are  generated by our operating  subsidiaries,  and
our ability to service  indebtedness,  including our ability to pay the interest
on and principal of the notes,  depends upon cash dividends and distributions or
other  transfers  we  receive  from  our  subsidiaries.  None  of our  operating
subsidiaries have guaranteed the repayment of the notes. See "Risk Factors - The
notes  are  secured  only by the  pledge  of 65% of the  stock or  other  equity
interests  of  certain  of  our  first-tier  subsidiaries,  and  assets  of  our
subsidiaries will first be applied to repay  indebtedness and liabilities of our
subsidiaries and may not be sufficient to repay the new notes" and "Risk Factors
- If our  subsidiaries do not make sufficient  distributions to us, then we will
not be able to make payments on our debt, including the new notes."

                                      -2-


     The following  chart  illustrates  our corporate  structure as of March 31,
2006. Ownership is 100% unless otherwise indicated.

                           [OBJECT OMITTED]IC OMITTED]

                                      -3-

                               The Exchange Offer

     In the exchange  offer,  we are offering to exchange your old notes for new
notes,  which are  identical in all material  respects to the old notes,  except
that:

o    the new notes  will be  registered  under the  Securities  Act of 1933,  as
     amended (the "Securities Act");

o    the new notes  will not  contain  transfer  restrictions  and  registration
     rights that relate to the old notes; and

o    the new notes  will not  contain  provisions  relating  to the  payment  of
     additional  interest  to be made to the  holders  of the  old  notes  under
     circumstances related to the timing of the exchange offer.

     The summary below describes the principal terms of the exchange offer.  The
"Exchange Offer" section of this prospectus contains a more detailed description
of the exchange offer.


                                                              
Old Notes....................................................    On April 11, 2006, we completed a private
                                                                 offering of euro 400,000,000 aggregate principal
                                                                 amount of 6 1/2% Senior Secured Notes due 2013,
                                                                 which we refer to in this prospectus as the old
                                                                 notes.  We used the net proceeds from the
                                                                 issuance of the old notes, plus approximately
                                                                 $2.1 million of cash on hand, to repay
                                                                 euro 375,000,000 aggregate principal amount of our
                                                                 8 7/8% Senior Secured Notes due 2009 at the stated
                                                                 redemption price of 104.437%, plus accrued and
                                                                 unpaid interest.
Registration Rights Agreement................................    Simultaneously with the sale of the old notes,
                                                                 we entered into a registration rights agreement,
                                                                 which provides for the exchange offer.  The
                                                                 exchange offer satisfies your rights under the
                                                                 registration rights agreement.  After the
                                                                 exchange offer is over, you will not be entitled
                                                                 to any exchange or registration rights with
                                                                 respect to your old notes, except under limited
                                                                 circumstances.
The Exchange Offer...........................................    We are offering to exchange the old notes for up
                                                                 to euro 400,000,000 aggregate principal amount of
                                                                 6 1/2% Senior Secured Notes due 2013 that have been
                                                                 registered under the Securities Act, which we
                                                                 refer to in this prospectus as the new notes.
                                                                 You may exchange old notes only in integral
                                                                 multiples of euro 1,000 principal amount.
Expiration of the Exchange Offer.............................    The exchange offer will expire at 12:00,
                                                                 midnight, New York City time, on
                                                                 July 24, 2006, or a later date and
                                                                 time to which we may extend it.

                                      -4-

Withdrawal...................................................    You may withdraw your tender of old notes
                                                                 pursuant to the exchange offer at any time
                                                                 before the expiration of the exchange offer.  We
                                                                 will return any old notes not accepted for
                                                                 exchange for any reason without expense to you
                                                                 promptly after the expiration or termination of
                                                                 the exchange offer.
Conditions to the Exchange Offer.............................    The exchange offer is subject to customary
                                                                 conditions, which we may waive.  Please read
                                                                 "The Exchange Offer-Conditions to the Exchange
                                                                 Offer" for more information regarding the
                                                                 conditions to the exchange offer.
Acceptance of Old Notes and Delivery of New Notes............    We will accept and exchange any and all old
                                                                 notes that are validly tendered in the exchange
                                                                 offer and not withdrawn before the exchange
                                                                 offer expires.  The new notes will be delivered
                                                                 promptly following the exchange offer.
Resale of New Notes..........................................    We believe that the new notes issued pursuant to
                                                                 the exchange offer in exchange for old notes may
                                                                 be offered for resale, resold and otherwise
                                                                 transferred by you without compliance with the
                                                                 registration and prospectus delivery provisions
                                                                 of the Securities Act if:

                                                                 o........you are not our "affiliate" within the
                                                                          meaning of Rule 405 under the
                                                                          Securities Act;

                                                                 o        you are acquiring the new notes in the
                                                                          ordinary course of your business; and

                                                                 o        you have not engaged in, do not intend
                                                                          to engage in, and have no arrangement
                                                                          or understanding with any person to
                                                                          participate in, a distribution of the
                                                                          new notes.

                                                                 If you are an affiliate of ours, or are engaging
                                                                 in or intend to engage in, or have any
                                                                 arrangement or understanding with any person to
                                                                 participate in, a distribution of the new notes,
                                                                 then:

                                                                 o        you will not be permitted to tender old
                                                                          notes in the exchange offer; and

                                                                 o        you must comply with the registration
                                                                          and prospectus delivery requirements of
                                                                          the Securities Act in connection with
                                                                          any resale of the old notes.

                                                                 Each participating broker-dealer that receives
                                                                 new notes for its own account under the exchange
                                                                 offer in exchange for old notes that were
                                                                 acquired by the broker-dealer as a result of
                                                                 market-making or other trading activity must
                                                                 acknowledge that it will deliver a prospectus in
                                                                 connection with any resale of the new notes.
                                                                 See "Plan of Distribution."

                                      -5-

Consequences of Failing to Exchange...........................   If you are a holder of old notes and you do not
                                                                 tender your old notes in the exchange offer,
                                                                 then you will continue to hold your old notes
                                                                 and will be entitled to all the rights and will
                                                                 be subject to all the limitations applicable to
                                                                 the old notes in the indenture.  All untendered
                                                                 old notes will remain subject to the
                                                                 restrictions on transfer provided for in the old
                                                                 notes and in the indenture.  Generally,
                                                                 untendered old notes will remain restricted
                                                                 securities and may not be offered or sold,
                                                                 unless registered under the Securities Act,
                                                                 except pursuant to an exemption from, or in a
                                                                 transaction not subject to, the Securities Act
                                                                 and applicable state securities laws.  Other
                                                                 than in connection with the exchange offer, we
                                                                 do not currently anticipate that we will
                                                                 register the old notes under the Securities
                                                                 Act.  The trading market for old notes could be
                                                                 adversely affected if some but not all of the
                                                                 old notes are tendered and accepted in the
                                                                 exchange offer.
Tax Considerations...........................................    The exchange of old notes for new notes in the
                                                                 exchange offer will not be a taxable event for
                                                                 U.S. federal income tax purposes.  See "Material
                                                                 Tax Considerations" for a more detailed
                                                                 description of the tax consequences of the
                                                                 exchange.
Use of Proceeds..............................................    We will not receive any cash proceeds from the
                                                                 issuance of new notes pursuant to the exchange
                                                                 offer.
Exchange Agent...............................................    The Bank of New York is the exchange agent for
                                                                 the exchange offer.  The address and telephone
                                                                 number of the exchange agent are set forth under
                                                                 "The Exchange Offer-Exchange Agent; Paying Agent
                                                                 in Luxembourg."


                                      -6-


                                  The New Notes

     The new  notes  will  evidence  the same  debt as the old notes and will be
governed  by the same  indenture  under  which the old notes  were  issued.  The
summary below describes the principal terms of the new notes.  The  "Description
of  the  New  Notes"  section  of  this  prospectus  contains  a  more  detailed
description of the terms and conditions of the new notes.



                                          
Issuer.....................................  Kronos International, Inc.
Securities Offered.........................  euro 400,000,000 principal amount of 6 1/2% Senior Secured Notes due 2013.
Maturity...................................  April 15, 2013.
Interest Rate..............................  6 1/2% per year (calculated using a 360-day year).
Interest Payment Dates.....................  April 15 and October 15.
Ranking....................................  The new notes will rank equally in right of payment with the old notes
                                             and with all of our senior debt and senior in right of payment to all
                                             of our subordinated debt.  The new notes will be structurally
                                             subordinated to the debt and liabilities of our subsidiaries.  As of
                                             March 31, 2006, we had outstanding approximately $67 million of debt
                                             and other liabilities that rank equally in right of payment with the
                                             new notes, $383 million of debt and other liabilities that rank senior
                                             to the new notes and no debt and other liabilities that rank junior to
                                             the new notes.  Such debt and other liabilities that rank senior to the
                                             new notes represent debt and other liabilities of our subsidiaries,
                                             while the debt and other liabilities that rank equally in right of
                                             payment with the new notes represent KII's debt and other liabilities,
                                             other than the euro 375,000,000 aggregate principal amount of our 8 7/8%
                                             Senior Secured Notes due 2009 that we redeemed in April 2006 using the
                                             proceeds from the issuance of the old notes.  Also as of March 31,
                                             2006, our subsidiaries could borrow approximately $97 million under
                                             credit facilities, all of which, if borrowed would rank senior to the
                                             notes.  See "Capitalization."
Security...................................  The new notes will be secured by pledges in favor of the trustee for
                                             the new notes or a collateral agent on behalf of the holders of 65% of
                                             the stock or other equity interests of certain of our first-tier
                                             subsidiaries as indicated on the organizational chart on page 3.  This
                                             is the same collateral that secures the old notes.
Sinking Fund...............................  None.
Optional Redemption........................  We cannot redeem the new notes until October 15, 2009.  On that date
                                             and thereafter we may redeem some or all of the new notes at the
                                             redemption prices listed in the "Description of the New Notes" section
                                             under the heading "Optional Redemption," plus accrued interest.
Optional Redemption After Public Equity
Offerings.....................................At.any.time (which may be more than once) on or before April 15, 2009,
                                              we can choose to redeem up to 35% of the outstanding notes with money
                                              that we or Kronos raise in one or more public equity offerings, as
                                              long as:

                                              o........we pay 106.500% of the face amount of the notes, plus
                                                   interest;

                                              o        we redeem the notes within 90 days of completing the public
                                                   equity offering; and

                                              o        at least 65% of the aggregate principal amount of notes
                                                   originally issued remains outstanding afterwards.

                                      -7-

Change of Control Offer....................  If we undergo a change of control, we must give holders of the notes
                                             the opportunity to sell us their notes at 101% of their face amount,
                                             plus accrued interest.  See "Description of the New Notes - Repurchase
                                             at the Option of Holders upon Change of Control.  Should any such
                                             change of control occur, it is possible that we would not have
                                             sufficient funds at the time of a change of control to finance the
                                             required repurchase of notes.  See "Risk Factors - We may not have the
                                             ability to raise the funds necessary to finance the change of control
                                             offer required by the indenture."
Asset Sale Proceeds........................  If we or our subsidiaries engage in asset sales, we generally must
                                             either invest the net cash proceeds from such sales in our business
                                             within a period of time, prepay senior debt or make an offer to
                                             purchase a principal amount of the notes equal to the excess net cash
                                             proceeds.  The purchase price of the new notes will be 100% of their
                                             principal amount, plus accrued interest.  See "Description of the New
                                             Notes - Certain Covenants - Limitation on Asset Sales."
Restrictive Covenants......................  The indenture governing the new notes contains covenants limiting our
                                             (and most or all of our subsidiaries') ability to:

                                             o........incur additional debt or enter into sale and leaseback
                                                  transactions;

                                             o        pay dividends or distributions on our capital stock or
                                                  repurchase our capital stock;

                                             o        issue stock of subsidiaries;

                                             o        make certain investments;

                                             o        create liens on our assets to secure debt;

                                             o        enter into transactions with affiliates;

                                             o        merge or consolidate with another company; and

                                             o        transfer and sell assets.

                                             These covenants are subject to a number of important limitations and
                                             exceptions.
Market for the New Notes...................  We will apply to have the new notes admitted to the Official List of
                                             the Luxembourg Stock Exchange and for trading on the Euro MTF, the
                                             alternative market of the Luxembourg Stock Exchange, upon the
                                             completion of the exchange offer.  We cannot provide any assurance as
                                             to the liquidity of any market for the new notes.
Risk Factors...............................  Investing in the new notes involves substantial risks.  See "Risk
                                             Factors" for a description of certain of the risks you should consider
                                             before investing in the new notes.



                                      -8-


                                  RISK FACTORS

     Before you  decide to  exchange  your old notes for new  notes,  you should
carefully  consider the following  factors in addition to the other  information
contained in this  prospectus.  Each of the risks described in this section with
respect to the new notes is equally applicable to the old notes.

                       Risks Related to the Exchange Offer

You may have difficulty selling the old notes that you do not exchange.

     If you do not  exchange  your old notes for the new notes  offered  in this
exchange offer, then you will continue to be subject to transfer restrictions of
your old notes.  Those  transfer  restrictions  are  described in the  indenture
governing the new notes and in the legend  contained on the old notes, and arose
because  we  originally  issued  the old notes  under  exemptions  from,  and in
transactions  not subject to, the  registration  requirements  of the Securities
Act.

     In  general,  you may  offer  or  sell  your  old  notes  only if they  are
registered  under the Securities Act and applicable state securities laws, or if
they are offered and sold under an exemption from those requirements.  We do not
intend to register the old notes under the Securities Act.

     If a large  number of old notes are  exchanged  for new notes issued in the
exchange offer,  then it may be more difficult for you to sell your  unexchanged
old notes.  In addition,  if you do not exchange  your old notes in the exchange
offer,  then you will no longer be entitled to have those notes registered under
the Securities Act.

     See "The Exchange  Offer-Consequences of Failing to Exchange Old Notes" for
a discussion of the possible consequences of failing to exchange your old notes.

                           Risks Related to the Notes

The  indenture  governing the notes allows us to incur  additional  debt ranking
equal to the notes and make certain restricted payments.

     Subject  to  specified  limitations,  the  indenture  permits  us  and  our
subsidiaries  to incur  additional  debt,  including  secured  debt  that may be
secured by the  collateral on a pari passu basis.  In addition,  as of March 31,
2006, our subsidiaries  have unused borrowing  availability of approximately $97
million under our subsidiaries'  credit facility,  subject to certain tests, all
of which  borrowings  would be  structurally  senior to the notes and secured by
substantially  all of the  current  assets of our  subsidiaries.  If new debt is
added to our and our subsidiaries'  current debt levels,  then the related risks
that we and they now face could intensify.

     The indenture allows us to make certain  restricted  payments.  As of March
31, 2006,  approximately  $101 million was available to make such payments.  See
"Description of Notes-Certain Covenants-Restricted Payments."

     The notes  will be  secured  only by  pledges  of 65% of the stock or other
equity  interests of certain of our first-tier  subsidiaries,  and assets of our
subsidiaries will first be applied to repay  indebtedness and liabilities of our
subsidiaries and may not be sufficient to repay the notes.

     The notes  will be  secured  only by  pledges  of 65% of the stock or other
equity  interests of certain of our first-tier  subsidiaries as indicated on the
organization  chart on page 3. Each of the stock pledges  securing the notes has
been made in favor of the  trustee or a  collateral  agent  appointed  under the
indenture  governing  the notes  and is  governed  by the local law of  Denmark,
France, Germany and England, as applicable,  the jurisdictions where our pledged
subsidiaries  are formed.  As a result,  the  validity of those  pledges and the
ability of the trustee or a collateral  agent, as applicable,  or noteholders to
realize any benefits  associated  with the pledged  shares may be limited  under
applicable  local law as any action to enforce the stock  pledges  must be taken
under  the laws of the  applicable  jurisdiction  and such  laws may  differ  in
significant  respects  from the laws of the  United  States.  The  rights of the

                                      -9-

trustee or a collateral  agent,  as applicable,  or the noteholders to foreclose
upon and sell the pledged  shares upon the occurrence of a default is subject to
limitations  under applicable local insolvency laws if an insolvency  proceeding
were commenced by or against us or our  subsidiaries.  Any delay or inability to
realize any benefit associated with the security interest in any jurisdiction or
the  application  of local  insolvency  laws that are  contrary to  noteholders'
interests could have a material adverse effect on the security  interest we have
granted in our subsidiaries and could result in an inability to realize the full
value of the share  pledges.  The security  interest in 65% of the shares in our
United Kingdom  subsidiary is through an equitable  charge.  A subsequent  legal
mortgage  over such  shares  would rank in  priority  to this  equitable  charge
(unless the chargee under such subsequent legal mortgage acted in bad faith).

     In addition to the  foregoing,  the old notes are and the new notes will be
effectively  subordinated  in right of  payment to all of the  indebtedness  and
other  liabilities  of our  subsidiaries,  which,  as of March  31,  2006,  were
approximately $383 million. Furthermore, our debt under our subsidiaries' credit
facility is secured by liens on  substantially  all of the current assets of our
subsidiaries. The new notes will not, and the old notes do not, have the benefit
of this collateral, nor any other assets of our subsidiaries. Accordingly, if an
event of default occurs under our  subsidiaries'  credit  facility,  the lenders
under our subsidiaries' credit facility will have a right to such assets and may
foreclose upon the collateral.  In that case, such assets would first be used to
repay in full amounts  outstanding under our  subsidiaries'  credit facility and
may not be available  to repay the notes.  In the event of an  insolvency  event
affecting  any of our  subsidiaries,  local  insolvency  law  would be likely to
apply. In general, such local insolvency law affords significant  protection for
senior  secured  creditors,  and,  in the  event of an  insolvency  event,  such
creditors may take actions that would  materially and adversely affect the value
of our ongoing business and the equity value of such subsidiaries. The remaining
value, if any, of our assets may not be sufficient to repay the notes.

     Covenant  restrictions  under our  subsidiaries'  credit  facility  and the
indenture may limit our ability to operate our business.

     Our  subsidiaries'  credit  facility and the indenture  governing the notes
contain, among other things,  covenants that may restrict our ability to finance
future  operations or capital needs or to engage in other  business  activities.
Our  subsidiaries'  credit  facility  and the  indenture  restrict,  among other
things, our ability and the ability of our restricted subsidiaries to:

o    borrow money, pay dividends or make distributions;

o    purchase or redeem stock;

o    make investments and extend credit;

o    engage in transactions with affiliates;

o    engage in sale-leaseback transactions;

o    freely distribute the proceeds from certain asset sales;

o    effect a  consolidation  or merger or sell,  transfer,  lease or  otherwise
     dispose of all or substantially all of our assets; and

o    create liens on our assets.

     In addition,  our subsidiaries' credit facility requires these subsidiaries
to maintain specified  financial ratios and satisfy certain financial  condition
tests,  which may  require  that  action be taken to reduce  debt or to act in a
manner contrary to our business objectives. Events beyond our control, including
changes in general business and economic  conditions,  may affect our ability to
meet those financial ratios and financial  condition tests. We cannot assure you
that we will meet those tests or that the lenders will waive any failure to meet
those tests. A breach of any of these  covenants would result in a default under
our  subsidiaries'  credit  facility and any  resulting  acceleration  under the
credit  facility  may result in a default  under the  indenture.  If an event of
default under our subsidiaries'  credit facility occurs, the lenders could elect
to declare all amounts outstanding  thereunder,  together with accrued interest,

                                      -10-

to be immediately due and payable. Such action by the lenders could result in an
effort to  restructure  such  indebtedness  or engage in asset sales in order to
generate cash proceeds to satisfy such indebtedness. Any such debt restructuring
may not be in our best interests or the best interests of the holders of the new
notes. If we attempt an asset sale, whether on our own initiative or as a result
of pressure from holders of our  indebtedness,  we may not be able to complete a
sale on terms  acceptable  to us. Any  default  under our  indebtedness,  or the
perception that we may go into default,  could also adversely affect the trading
value of the new notes.

If our  subsidiaries do not make sufficient  distributions to us, we will not be
able to make payments on our debt, including the notes.

     Our assets consist primarily of investments in our operating  subsidiaries.
A majority of our cash flows are  generated by our operating  subsidiaries,  and
our ability to service  indebtedness,  including our ability to pay the interest
on and principal of the notes,  depends upon cash dividends and distributions or
other transfers from our  subsidiaries.  In addition,  any payment of dividends,
distributions,  loans or advances by our  subsidiaries to us could be subject to
restrictions  on or taxation of  dividends  or  repatriation  of earnings  under
applicable  local law,  monetary  transfer  restrictions  and  foreign  currency
exchange regulations in the jurisdictions in which our subsidiaries operate, and
any  restrictions  imposed by the  current and future  debt  instruments  of our
subsidiaries.  Payments  our  subsidiaries  make to us are  contingent  upon our
subsidiaries' earnings.

     Our  subsidiaries  are separate and distinct  legal  entities  that have no
obligation,  contingent  or  otherwise,  to pay any amounts due  pursuant to the
notes or to make any funds  available  therefor,  whether by  dividends,  loans,
distributions  or other  payments,  and do not guarantee the payment of interest
on, or principal  of, the notes.  Any right we have to receive any assets of any
of  our  subsidiaries  upon  the  liquidation  or  reorganization  of  any  such
subsidiary,  and the  consequent  right of holders of notes to realize  proceeds
from the sale of such assets, will be effectively  subordinated to the claims of
that  subsidiary's  creditors,  including  trade  creditors  and holders of debt
issued by the subsidiary.

No public market exists for the new notes,  and any market for the new notes may
be illiquid.

     Application  has been made to admit the old notes to the  Official  List of
the Luxembourg  Stock Exchange and for trading on the Euro MTF, the  alternative
market of the Luxembourg  Stock Exchange.  Application will be made to admit the
new notes to the Official List of the Luxembourg  Stock Exchange and for trading
on the Euro MTF, the alternative  market of the Luxembourg  Stock Exchange.  The
initial  purchaser  of the old notes has  informed  us that it intends to make a
market in the notes.  However,  the initial purchaser is not obligated to do so,
and may cease market-making activities at any time. Accordingly,  we cannot give
any assurance as to:

o    the likelihood that an active market for the new notes will develop;

o    the liquidity of any such market;

o    the ability of holders to sell their new notes; or

o    the prices that holders may obtain for their new notes upon any sale.

     In addition,  the liquidity of the trading market for the new notes and the
market price quoted for the new notes will depend on many factors, including our
operating results,  the market for similar  securities,  currency exchange rates
and interest rates.  Historically,  the market for non-investment grade debt has
been  subject to  disruptions  that have caused  substantial  volatility  in the
prices of  securities  similar to the new notes.  We cannot  guarantee  that the
market for the new notes will not be subject to similar  disruptions or that any
such  disruptions  will not have an adverse effect on the value or marketability
of the new notes.


                                      -11-

We may not have the ability to raise the funds  necessary  to finance the change
of control offer required by the indenture.

     Upon a change  of  control,  we are  required  to offer to  repurchase  all
outstanding  notes at 101% of the face amount  thereof,  plus accrued and unpaid
interest,  if any,  to the date of  repurchase.  A failure to make such an offer
would  constitute an event of default under the  indenture.  The source of funds
for any such purchase of notes will be our available cash or cash generated from
our subsidiaries'  operations or other sources,  including  borrowing,  sales of
assets or sales of equity.  We cannot assure you that  sufficient  funds will be
available at the time of any change of control to make any required  repurchases
of notes  tendered.  If the holders of the notes exercise their right to require
us to repurchase all of the notes upon a change of control, the financial effect
of this  repurchase  could  cause a default  under our other  debt,  even if the
change of control itself would not cause a default.  Accordingly, it is possible
that we will not have  sufficient  funds at the time of the change of control to
finance the required repurchase of notes. See "Description of the Notes - Change
of Control" for additional information.

You may not be able to determine when a change of control has occurred.

     Under the indenture, within 60 days following the date on which a change of
control  occurs,  we are  required  to send you and the  trustee a notice of the
offer to repurchase your notes. In some cases,  such as, for example,  a sale of
substantially all of our assets,  you may not be able to determine when a change
of control  giving rise to your right to have us repurchase  notes has occurred,
which may  adversely  affect  your  ability to  enforce  this  provision  of the
indenture.

The terms of the  exchange  notes  may not  protect  you if we  undergo a highly
leveraged transaction.

     We may undergo a highly-leveraged  transaction, such as a recapitalization,
reorganization, restructuring, merger or similar transaction. Such a transaction
may not be included in the  definition  of change of control in the indenture or
otherwise  restricted  by the  terms of the  indenture.  In such an  event,  the
indenture  will not  afford  you  protection  from any  adverse  aspects of such
transaction.

                          Risks Related to Our Business

Demand for,  and prices of,  certain of our products  are  cyclical,  and we may
experience  prolonged  depressed market  conditions for our products,  which may
result in reduced earnings or operating losses.

     Approximately 87% of our revenues is attributable to sales of TiO2. Pricing
within the global TiO2 industry  over the long term is cyclical,  and changes in
industry economic conditions,  especially in Western industrialized nations, can
significantly  impact our earnings and operating cash flows.  This may result in
reduced earnings or operating losses.

     Historically,  the  markets  for  the  TiO2  we  produce  have  experienced
alternating periods of increasing and decreasing demand. Relative changes in the
selling prices for our products is one of the main factors that affect the level
of our  profitability.  In periods of increasing  demand, our selling prices and
profit margins  generally will tend to increase,  while in periods of decreasing
demand our selling prices and profit margins generally tend to decrease. Selling
prices (in billing  currencies) for TiO2 were generally:  increasing  during the
first quarter of 2003, flat during the second quarter of 2003, decreasing during
the last half of 2003 and the first  quarter  of 2004,  flat  during  the second
quarter of 2004,  increasing  during the last half of 2004 and the first half of
2005 and decreasing during the second half of 2005.

     Our overall average TiO2 selling prices in billing currencies:

o    were nominally higher in 2003 as compared to 2002;

o    were 3% lower in 2004 as compared to 2003;

o    were 5% higher in 2005 as compared to 2004; and

                                      -12-

o    were 1%  higher  in the  first  quarter  of 2006 as  compared  to the first
     quarter of 2005.

     Future  growth in demand for TiO2 may not be  sufficient  to alleviate  any
future  conditions of excess industry  capacity,  and such conditions may not be
sustained or may be further aggravated by anticipated or unanticipated  capacity
additions  or other  events.  The  demand  for TiO2  during a given year is also
subject to annual seasonal fluctuations.  TiO2 sales are generally higher in the
first  half of the year than in the  second  half of the year due in part to the
increase  in paint  production  in the  spring  to meet the  spring  and  summer
painting season demand.

As a global  business,  we are  exposed  to local  business  risks in  different
countries, which could result in operating losses.

     We conduct all of our  businesses in several  jurisdictions  outside of the
United States and are subject to risks normally  associated  with  international
operations,  which include trade barriers,  tariffs, exchange controls, national
and regional labor strikes,  social and political risks, general economic risks,
seizures, nationalizations, compliance with a variety of foreign laws, including
tax laws, and the difficulty in enforcing agreements and collecting  receivables
through foreign legal systems.  For example,  we have  substantial net operating
loss  carryforwards in Germany,  and any change in German tax law that adversely
impacts our ability to fully utilize such  carryforwards  could adversely affect
us.

We may incur losses from fluctuations in currency exchange rates.

     We operate  our  businesses  in several  different  countries  and sell our
products  worldwide.  Therefore,  we are exposed to risks  related to the prices
that we receive for our products and the need to convert  currencies that we may
receive for some of our products into the currencies required to pay some of our
debt, or into  currencies in which we may purchase  certain raw materials or pay
for certain  services,  all of which could result in future losses  depending on
fluctuations in foreign currency exchange rates.

We sell several of our products in mature and highly-competitive  industries and
face price  pressures  in the markets in which we  operate,  which may result in
reduced earnings or operating losses.

     The global markets in which we operate our business are highly-competitive.
Competition is based on a number of factors,  such as price, product quality and
service.  Some of our  competitors  may be able to  drive  down  prices  for our
products because their costs are lower than our costs. In addition,  some of our
competitors'  financial,  technological  and other resources may be greater than
our resources,  and such competitors may be better able to withstand  changes in
market  conditions.  Our competitors may be able to respond more quickly than we
can to new or  emerging  technologies  and  changes  in  customer  requirements.
Further,  consolidation  of our  competitors  or customers may result in reduced
demand for our products. In addition,  new competitors could emerge by modifying
their existing  production  facilities so they could  manufacture  products that
compete with our products. The occurrence of any of these events could result in
reduced earnings or operating losses.

Higher  costs or limited  availability  of our raw  materials  may  decrease our
liquidity.

     The number of sources for, and  availability  of,  certain raw materials is
specific to the particular  geographical  region in which a facility is located.
For  example,  titanium-containing  feedstocks  suitable  for  use in  our  TiO2
facilities are available  from a limited  number of suppliers  around the world.
Political and economic  instability  in the countries from which we purchase our
raw material  supplies could  adversely  affect their  availability.  Should our
vendors  not be able to meet  their  contractual  obligations  or  should  we be
otherwise  unable to obtain  necessary raw materials,  we may incur higher costs
for raw  materials  or may be required to reduce  production  levels,  either of
which may decrease our liquidity as we may be unable to offset such higher costs
with increased selling prices for our products.


                                      -13-

We are subject to many  environmental and safety regulations with respect to our
operating facilities that may result in unanticipated costs or liabilities.

     Our  facilities  are  subject to  extensive  laws,  regulations,  rules and
ordinances  relating  to the  protection  of the  environment,  including  those
governing the  discharge of pollutants in the air and water and the  generation,
management and disposal of hazardous  substances and wastes or other  materials.
We may incur substantial costs,  including fines, damages and criminal penalties
or civil sanctions, or experience  interruptions in our operations for actual or
alleged violations or compliance  requirements arising under environmental laws.
Our operations could result in violations under  environmental  laws,  including
spills or other releases of hazardous substances to the environment. Some of our
operating facilities are in densely populated urban areas or in industrial areas
adjacent to other operating facilities. In the event of an accidental release or
catastrophic  incident,  we could incur material costs as a result of addressing
such an event and in implementing measures to prevent such incidents.  Given the
nature  of  our  business,  violations  of  environmental  laws  may  result  in
restrictions   imposed  on  our  operating   activities  or  substantial  fines,
penalties, damages or other costs, including as a result of private litigation.

     Our  production  facilities  have  been  used  for a  number  of  years  to
manufacture products or conduct mining operations. We may incur additional costs
related  to  compliance  with  environmental  laws  applicable  to our  historic
operations  and  these  facilities.   In  addition,  we  may  incur  significant
expenditures  to comply  with  existing  or  future  environmental  laws.  Costs
relating  to  environmental  matters  will be  subject  to  evolving  regulatory
requirements  and will depend on the timing of  promulgation  and enforcement of
specific  standards that impose  requirements  on our  operations.  Costs beyond
those   currently   anticipated  may  be  required  under  existing  and  future
environmental laws.

If our  patents  are  declared  invalid  or our trade  secrets  become  known to
competitors, our ability to compete may be adversely affected.

     Protection of our proprietary  processes and other  technology is important
to our competitive position.  Consequently,  we rely on judicial enforcement for
protection  of our  patents,  and our  patents may be  challenged,  invalidated,
circumvented  or rendered  unenforceable.  Furthermore,  if any  pending  patent
application  filed by us does not result in an issued patent,  or if patents are
issued  to us but such  patents  do not  provide  meaningful  protection  of our
intellectual  property,  then the use of any such  intellectual  property by our
competitors  could  result  in  decreasing  our cash  flows.  Additionally,  our
competitors  or other third parties may obtain patents that restrict or preclude
our ability to lawfully  produce or sell our products in a  competitive  manner,
which could have the same effects.

     We also rely on certain  unpatented  proprietary  know-how  and  continuing
technological  innovation  and other trade  secrets to develop and  maintain our
competitive position.  Although it is our practice to enter into confidentiality
agreements to protect our intellectual  property,  because these confidentiality
agreements  may  be  breached,   such  agreements  may  not  provide  sufficient
protection for our trade secrets or proprietary  know-how,  or adequate remedies
may not be available in the event of an  unauthorized  use or disclosure of such
trade secrets and know-how.  In addition,  others could obtain knowledge of such
trade secrets through independent development or other access by legal means.

Loss of key  personnel  or our  ability  to attract  and  retain  new  qualified
personnel  could hurt our businesses and inhibit our ability to operate and grow
successfully.

     Our  success in the  highly-competitive  markets  in which we operate  will
continue  to  depend to a  significant  extent  on the  leadership  teams of our
businesses and other key management personnel.  We generally do not have binding
employment agreements with any of these managers.  This increases the risks that
we may not be able to retain our current management  personnel and we may not be
able to recruit  qualified  individuals to join our management  team,  including
recruiting  qualified  individuals to replace any of our current  personnel that
may leave in the future.

                                      -14-


Our relationships with our union employees could deteriorate.

     At March 31, 2006, we employed approximately 1,950 persons worldwide in our
various  businesses.  A  significant  number of our  employees  are  subject  to
collective bargaining or similar  arrangements.  We may not be able to negotiate
labor  agreements with respect to these  employees on  satisfactory  terms or at
all.  If our  employees  were to  engage  in a strike,  work  stoppage  or other
slowdown,  we could  experience a significant  disruption  of our  operations or
higher ongoing labor costs.

Our leverage may impair our financial  condition or limit our ability to operate
our businesses.

     We currently  have a significant  amount of debt. As of March 31, 2006, our
total  consolidated  debt was approximately  $460 million,  substantially all of
which related to the euro 375,000,000  aggregate  principal amount of our 8 7/8%
Senior  Secured Notes due 2009 that we redeemed in April 2006 using the proceeds
from the issuance of the old notes ($481 million on an as-adjusted basis, giving
effect to the issuance of the old notes and the  application of the net proceeds
from such issuance to redeem the euro 375,000,000  aggregate principal amount of
our 8 7/8%  Senior  Secured  Notes  due  2009).  Our  level of debt  could  have
important consequences to our stockholders and creditors, including:

o    making it more difficult for us to satisfy our obligations  with respect to
     our liabilities;

o    increasing  our  vulnerability  to adverse  general  economic  and industry
     conditions;

o    requiring  a  portion  of our cash  flow  from  operations  be used for the
     payment of interest on our debt,  therefore reducing our ability to use our
     cash flow to fund working capital,  capital expenditures,  dividends on our
     common stock, acquisitions and general corporate requirements;

o    limiting our ability to obtain additional  financing to fund future working
     capital,   capital   expenditures,   acquisitions  and  general   corporate
     requirements;

o    limiting our  flexibility  in planning for, or reacting to,  changes in our
     business and the industry in which we operate; and

o    placing us at a competitive  disadvantage  relative to other less leveraged
     competitors.

     In addition to our  indebtedness,  we are party to various  lease and other
agreements  pursuant to which, along with our indebtedness,  we are committed to
pay  approximately  $71.3  million in 2006.  Our ability to make payments on and
refinance our debt,  and to fund planned  capital  expenditures,  depends on our
future ability to generate cash flow. To some extent, this is subject to general
economic, financial, competitive, legislative, regulatory and other factors that
are beyond our  control.  In  addition,  our  ability to borrow  funds under our
subsidiaries'  credit  facilities in the future will in some instances depend in
part on these  subsidiaries'  ability to maintain specified financial ratios and
satisfy  certain  financial   covenants   contained  in  the  applicable  credit
agreement.  Our business may not generate cash flows from  operating  activities
sufficient  to enable us to pay our debts  when they  become due and to fund our
other liquidity needs. As a result, we may need to refinance all or a portion of
our debt before  maturity.  We may not be able to  refinance  any of our debt on
favorable  terms, if at all. Any inability to generate  sufficient cash flows or
to refinance our debt on favorable terms could have a material adverse effect on
our financial condition.


                                      -15-

                               THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

     When we  issued  the old  notes  on  April  11,  2006,  we  entered  into a
registration  rights  agreement  with the initial  purchaser of the old notes. A
copy  of the  registration  rights  agreement  is  filed  as an  exhibit  to the
registration   statement  of  which  this  prospectus  is  a  part.   Under  the
registration rights agreement, we agreed to:

o    file and cause to become effective a registration statement with respect to
     an offer to exchange the old notes for new notes that have been  registered
     under the Securities Act; or

o    file and cause to become  effective  a shelf  registration  statement  with
     respect to the resale of the old notes.

     If we complete the exchange offer within 300 days after the issuance of the
old notes, then we will satisfy those requirements under the registration rights
agreements.  If we do not  complete  the  exchange  offer within 300 days of the
issuance  of the old  notes  and a shelf  registration  statement  has not  been
declared  effective,  then we will be required to pay additional interest to the
holders of the old notes.

Terms of the Exchange Offer

     As of the date of this prospectus,  euro 400.0 million aggregate  principal
amount of the old notes are  outstanding.  This prospectus and the  accompanying
letter of transmittal  together  constitute the exchange offer.  This prospectus
and the letter of transmittal  are being sent to all  registered  holders of old
notes. There will be no fixed record date for determining  registered holders of
old notes entitled to participate in the exchange offer.

     Upon the terms and subject to the conditions  set forth in this  prospectus
and in the letter of  transmittal,  we will  accept for  exchange  any old notes
properly  tendered and not withdrawn before expiration of the exchange offer. We
will issue euro 1,000  principal  amount of new notes in exchange  for each euro
1,000 principal amount of old notes surrendered under the exchange offer.

     Old notes may be tendered  only in integral  multiples  of euro 1,000.  The
exchange offer is not conditioned upon any minimum aggregate principal amount of
old notes being tendered for exchange.

     The form and terms of the new notes will be substantially  identical to the
form and terms of the old notes, except that the new notes:

o    will be registered under the Securities Act;

o    will not contain transfer  restrictions and registration rights that relate
     to the old notes; and

o    will not contain provisions  relating to the payment of additional interest
     to be made to the holders of the old notes under  circumstances  related to
     the timing of the exchange offer.

     The new notes will  evidence the same debt as the old notes.  The new notes
will be issued  under and entitled to the  benefits of the same  indenture  that
authorized  the issuance of the old notes.  For a description  of the indenture,
see "Description of the New Notes."

     In connection with the exchange offer, holders of the old notes do not have
any appraisal or dissenters'  rights under  applicable law or the Indenture.  We
intend  to  conduct  the  exchange  offer  in  accordance  with  the  applicable
requirements  of the  Securities  Act, the  Securities  Exchange Act of 1934, as
amended (the  "Exchange  Act"),  and the rules and  regulations  of the SEC. The
exchange  offer is not being made to, nor will we accept  tenders  for  exchange
from,  holders of old notes in any  jurisdiction  in which the exchange offer or
the acceptance of it would not be in compliance  with the securities or blue sky
laws, or other applicable laws, of the jurisdiction.

                                      -16-

     Holders who tender old notes in the exchange  offer will not be required to
pay brokerage  commissions or fees or, subject to the instructions in the letter
of  transmittal,  transfer  taxes with respect to the exchange of old notes.  We
will pay all charges and expenses,  other than applicable taxes described below,
in connection  with the exchange offer. It is important that you read "-Fees and
Expenses" for more details  regarding fees and expenses incurred in the exchange
offer.

     We expressly reserve the right, in our sole discretion:

o    to extend the expiration date;

o    to delay accepting any old notes due to an extension of the exchange offer;

o    if any of the conditions set forth below under "-Conditions to the Exchange
     Offer" have not been  satisfied,  to terminate  the exchange  offer and not
     accept any notes for exchange; and

o    to amend the exchange offer in any manner.

     Any  delay  in  acceptance  of any old  notes  due to an  extension  of the
exchange  offer will be  consistent  with Rule  14e-1(c)  promulgated  under the
Exchange Act.

     In the event of a material  change in the  exchange  offer,  including  the
waiver of a material  condition,  we will extend the offer  period  necessary so
that at least five business days remain in the exchange offer  following  notice
of the material change.

     We will  give  written  notice  of any  extension,  delay,  non-acceptance,
termination or amendment as promptly as practicable by public announcement, and,
in the case of an extension, no later than 9:00 a.m., New York City time, on the
next business day after the previously-scheduled expiration date.

     During an extension,  all old notes previously tendered will remain subject
to the exchange  offer and may be accepted for exchange by us. Any old notes not
accepted for exchange for any reason will be returned without cost to the holder
that tendered them promptly  after the expiration or termination of the exchange
offer.

Expiration of the Exchange Offer

     The exchange offer will expire at 12:00,  midnight,  New York City time, on
July 24,  2006. We can extend the exchange offer in our sole discretion, in
which case the term  "expiration  date"  shall mean the latest  date and time to
which we extend the exchange offer.

Conditions to the Exchange Offer

     Despite any other term of the  exchange  offer,  we will not be required to
accept for exchange  any old notes or to issue new notes in the exchange  offer.
We may  terminate  or amend the  exchange  offer as provided in this  prospectus
before the expiration date if in our reasonable judgment:

o    the exchange offer, or the making of any exchange by a holder of old notes,
     would violate applicable law or any applicable  interpretation of the staff
     of the SEC;

o    any action or proceeding has been  instituted or threatened in any court or
     by any  governmental  agency with respect to the exchange  offer that would
     reasonably  be expected to impair our ability to proceed  with the exchange
     offer,  or a material  adverse  development  has  occurred in any  existing
     action or proceeding that relates to us; and

o    the registration  statement of which this prospectus is a part has not been
     declared, or will not continue to be, effective.

                                      -17-

     We will not be  obligated to accept for exchange any old notes that are not
validly tendered in accordance with the exchange offer.

     These  conditions  are  solely  for  our  benefit  and we may  assert  them
regardless  of the  circumstances  that may give  rise to them or waive  them in
whole or in part at any time or at various times in our sole discretion.  We may
waive the  preceding  conditions in whole or in part at any time or from time to
time in our sole  discretion.  If we do so, the exchange  offer will remain open
for at least three  business  days  following the waiver of any of the preceding
conditions. If we fail at any time to exercise any of the foregoing rights, this
failure will not constitute a waiver of that right. Each of these rights will be
deemed an ongoing right that we may assert at any time or at various times.

     We will not accept for exchange any old notes tendered,  and will not issue
new  notes  in  exchange  for any old  notes,  if at that  time a stop  order is
threatened or in effect with respect to the registration statement of which this
prospectus  is a part or the  qualification  of the  indenture  under  the Trust
Indenture Act of 1939.

Procedures for Tendering

     We have  forwarded  to  you,  along  with  this  prospectus,  a  letter  of
transmittal  relating to this exchange offer. Because all the old notes are held
in  book-entry  accounts  maintained  by the exchange  agent at  Euroclear  Bank
S.A./N.V.,  as operator of the Euroclear  System  ("Euroclear"),  or Clearstream
Banking, Societe Anonyme, Luxembourg ("Clearstream"), a holder need not submit a
letter of  transmittal  if the holder  tenders old notes in accordance  with the
procedures  mandated by Euroclear or Clearstream,  as the case may be. To tender
old  notes  without   submitting  a  letter  of   transmittal,   the  electronic
instructions  sent to Euroclear or Clearstream  and  transmitted to the exchange
agent must contain your  acknowledgment  of receipt of, and your agreement to be
bound by and to make all of the  representations  contained  in,  the  letter of
transmittal.  In all other  cases,  a letter  of  transmittal  must be  manually
executed and delivered as described in this prospectus.

     To tender in the exchange  offer,  a holder must comply with the procedures
of Euroclear or Clearstream, as applicable, and either:

o    complete,  sign and date the letter of  transmittal,  or a facsimile of the
     letter of  transmittal;  have the  signature  on the letter of  transmittal
     guaranteed if the letter is transmittal so requires; and deliver the letter
     of  transmittal  or facsimile to the exchange  agent or the paying agent in
     Luxembourg prior to 12:00,  midnight, New York City time, on the expiration
     date; or

o    in lieu of  delivering  a letter  of  transmittal,  instruct  Euroclear  or
     Clearstream,  as the case may be, to  transmit  on behalf of the  holder an
     agent's  message to the  exchange  agent,  which  agent's  message  must be
     received  by the  exchange  agent prior to 12:00,  midnight,  New York City
     time, on the expiration date.

         In addition, either:

o    the  exchange  agent or the paying  agent in  Luxembourg  must  receive the
     certificates for the old notes along with the letter of transmittal; or

o    the exchange agent or the paying agent in Luxembourg  must receive,  before
     the expiration date, timely  confirmation of the book-entry transfer of the
     old notes being tendered into the exchange  agent's account at Euroclear or
     Clearstream  according to the procedure  for  book-entry  described  below,
     along with the letter of transmittal or an agent's message.

     The term "agent's  message"  means a message,  transmitted  by Euroclear or
Clearstream and received by the exchange  agent,  which states that Euroclear or
Clearstream has received an express  acknowledgment from a participant tendering
old notes that the  participant has received and agrees to be bound by the terms
of the letter of transmittal, and that we may enforce that agreement against the
participant.

                                      -18-

     To be  tendered  effectively,  the  exchange  agent or the paying  agent in
Luxembourg  must receive any physical  delivery of the letter of transmittal and
other required  documents at the address set forth below under "-Exchange Agent;
Paying Agent in  Luxembourg"  before the  expiration of the exchange  offer.  To
receive  confirmation  of valid tender of old notes, a holder should contact the
exchange  agent or the paying agent in  Luxembourg at the  applicable  telephone
number listed under "-Exchange Agent; Paying Agent in Luxembourg."

     The  tender by a holder  that is not  withdrawn  before  expiration  of the
exchange  offer will  constitute  an  agreement  between  that holder and us, in
accordance  with the  terms  and  subject  to the  conditions  set forth in this
prospectus  and in the letter of  transmittal.  Only a registered  holder of old
notes may tender the old notes in the exchange offer.  If a holder  completing a
letter  of  transmittal  tenders  less  than all of the old  notes  held by that
holder,  then that  tendering  holder should fill in the  applicable  box of the
letter of  transmittal.  The amount of old notes delivered to the exchange agent
or the paying agent in Luxembourg  will be deemed to have been  tendered  unless
otherwise indicated.

     If old notes, the letter of transmittal or any other required documents are
physically  delivered to the exchange  agent or the paying agent in  Luxembourg,
the method of delivery is at the holder's  election  and risk.  Rather than mail
these  items,  we  recommend  that  holders use an  overnight  or  hand-delivery
service.  In all cases,  holders should allow sufficient time to assure delivery
to the exchange agent or the paying agent in Luxembourg before expiration of the
exchange  offer.  Holders should not send the letter of transmittal or old notes
to us. Holders may request their respective brokers, dealers,  commercial banks,
trust companies or other nominees to effect the above transactions for them.

     Any  beneficial  owner  whose  old notes  are  registered  in the name of a
broker,  dealer,  commercial bank, trust company or other nominee and who wishes
to tender  should  contact the  registered  holder  promptly  and instruct it to
tender on the owner's  behalf.  If the beneficial  owner wishes to tender on its
own  behalf,  then it must,  prior to  completing  and  executing  the letter of
transmittal and delivering its old notes, either:

o    make appropriate arrangements to register ownership of the old notes in the
     owner's name; or

o    obtain a  properly-completed  bond power from the registered  holder of old
     notes.

     The transfer of registered ownership may take considerable time and may not
be completed prior to the expiration date.

     If the applicable  letter of transmittal is signed by the record  holder(s)
of the old notes  tendered,  then the signature must correspond with the name(s)
written  on the  face of the old note  without  alteration,  enlargement  or any
change  whatsoever.  If the  applicable  letter  of  transmittal  is signed by a
participant in Euroclear or Clearstream,  as applicable, then the signature must
correspond with the name as it appears on the security  position  listing as the
holder of the old notes.

     Except as set forth  below,  a signature  on a letter of  transmittal  or a
notice of withdrawal must be guaranteed by an eligible guarantor institution.

     Eligible guarantor institutions include banks, brokers, dealers,  municipal
securities dealers, municipal securities brokers, government securities dealers,
government  securities brokers,  credit unions,  national securities  exchanges,
registered securities associations,  clearing agencies and savings associations.
The signature need not be guaranteed by an eligible guarantor institution if the
old notes are tendered:

o    by a registered  holder of old notes who has not completed the box entitled
     "Special Registration  Instructions" or "Special Delivery  Instructions" on
     the letter of transmittal; or

o    for the account of an eligible institution.

     If the  letter  of  transmittal  is  signed  by a  person  other  than  the
registered  holder of any old  notes,  then the old notes  must be  endorsed  or
accompanied by a properly-completed bond power. The bond power must be signed by

                                      -19-

the registered  holder as the registered  holder's name appears on the old notes
and an eligible institution must guarantee the signature on the bond power.

     If the letter of  transmittal or any old notes or bond powers are signed by
trustees, executors, administrators,  guardians, attorneys-in-fact,  officers of
corporations or others acting in a fiduciary or  representative  capacity,  then
these persons should so indicate when signing. Unless we waive this requirement,
they  should also  submit  evidence  satisfactory  to us of their  authority  to
deliver the letter of transmittal.

     We will determine in our sole  discretion all questions as to the validity,
form,  eligibility,  including  time of receipt,  acceptance  and  withdrawal of
tendered old notes. Our determination will be final and binding.  We reserve the
absolute  right to reject any old notes not  properly  tendered or any old notes
the acceptance of which would,  in the opinion of our counsel,  be unlawful.  We
also reserve the right to waive any defects,  irregularities  or  conditions  of
tender  as to  particular  old  notes.  Our  interpretation  of  the  terms  and
conditions of the exchange  offer,  including the  instructions in the letter of
transmittal,  will be final and binding on all parties.  If we waive a condition
with respect to any particular holder, we will waive it for all holders.

     Unless waived, holders of old notes must cure any defects or irregularities
in  connection  with  tenders of old notes  within  the time that we  determine.
Although we intend to notify holders of defects or  irregularities  with respect
to tenders of old notes,  neither we, the  exchange  agent,  the paying agent in
Luxembourg  nor any other  person will incur any  liability  for failure to give
notification.  Tenders of old notes will not be deemed made until those  defects
or  irregularities  have been cured or  waived.  Any old notes  received  by the
exchange agent or the paying agent in Luxembourg that are not properly  tendered
and as to which the defects or irregularities have not been cured or waived will
be returned by the exchange agent or the paying agent in Luxembourg without cost
to the tendering holder, unless otherwise provided in the letter of transmittal,
as soon as practicable following the expiration date.

     By signing the letter of transmittal,  or causing Euroclear or Clearstream,
as  applicable,  to  transmit an agent's  message to the  exchange  agent,  each
tendering holder of old notes will represent to us that, among other things:

o    any new notes that the holder  receives  will be acquired  in the  ordinary
     course of its business;

o    the holder has no arrangement or understanding with any person or entity to
     participate in the distribution of the new notes;

o    if the holder is not a  broker-dealer,  that it is not  engaged in and does
     not intend to engage in the distribution of the new notes;

o    if the holder is a  broker-dealer  that will  receive new notes for its own
     account  in  exchange  for old  notes  that  were  acquired  as a result of
     market-making activities or other trading activities,  that it will deliver
     a prospectus,  as required by law, in  connection  with any resale of those
     new notes (see "Plan of Distribution"); and

o    the holder is not our "affiliate," as defined in Rule 405 of the Securities
     Act.

     If any holder or any such other person is our "affiliate," or is engaged in
or intends to engage in or has an arrangement or  understanding  with any person
to participate in a distribution of the new notes to be acquired in the exchange
offer, then that holder or any such other person:

o    may not rely on the applicable interpretations of the staff of the SEC;

o    is not  entitled  and will not be  permitted  to  tender  old  notes in the
     exchange  offer;  and must  comply  with the  registration  and  prospectus
     delivery  requirements  of the Securities Act in connection with any resale
     transaction.

                                      -20-


     Each  broker-dealer who acquired its old notes as a result of market-making
activities or other trading activities and thereafter  receives new notes issued
for its own account in the exchange offer, must acknowledge that it will deliver
a  prospectus  in  connection  with any  resale of such new notes  issued in the
exchange offer. The letter of transmittal states that by so acknowledging and by
delivering a prospectus,  a broker-dealer will not be deemed to admit that it is
an  "underwriter"  within  the  meaning  of the  Securities  Act.  See  "Plan of
Distribution"  for a  discussion  of the  exchange  and  resale  obligations  of
broker-dealers in connection with the exchange offer.

Acceptance of Old Notes for Exchange; Delivery of New Notes

     Upon satisfaction or waiver of all of the conditions to the exchange offer,
we will accept,  promptly  after the  expiration  date,  all old notes  properly
tendered and will issue the new notes  registered  under the Securities Act. For
purposes of the exchange  offer,  we shall be deemed to have  accepted  properly
tendered  old notes for exchange  when,  as and if we have given oral or written
notice to the exchange agent, with written confirmation of any oral notice to be
given  promptly  thereafter.  See  "-Conditions  to the  Exchange  Offer"  for a
discussion of the  conditions  that must be satisfied  before we are required to
accept any old notes for exchange.

     For each old note accepted for exchange, the holder will receive a new note
registered  under the Securities Act having a principal  amount equal to, and in
the denomination of, that of the surrendered old note.  Accordingly,  registered
holders of new notes on the relevant record date for the first interest  payment
date  following the  consummation  of the exchange  offer will receive  interest
accruing  from the most  recent date to which  interest  has been paid or, if no
interest  has been paid on the old notes,  from the date of  issuance of the old
notes.  Old notes that we accept for exchange will cease to accrue interest from
and after the date of consummation of the exchange offer. Under the registration
rights agreement,  we may be required to make additional  payments of additional
interest  to the holders of the old notes  under  circumstances  relating to the
timing of exchange offer.

     In all cases,  we will issue new notes for old notes that we have  accepted
for  exchange  under the  exchange  offer only after the  exchange  agent or the
paying agent in Luxembourg has timely received:

o    the certificates  representing the old notes, or a timely confirmation from
     Euroclear or Clearstream  of book-entry  transfer of the old notes into the
     exchange agent's account;

o    a  properly-completed  and duly executed letter of  transmittal,  or in the
     case of a book-entry tender, a properly transmitted agent's message; and

o    all other required documents.

Book-Entry Transfer

     The  exchange  agent has advised us that it will  establish an account with
respect to the old notes at Euroclear and  Clearstream  as  book-entry  transfer
facilities,  for purposes of the exchange  offer within two business  days after
the date of this prospectus.  Any financial institution that is a participant in
the book-entry  transfer  facility's system may make book-entry  delivery of old
notes by causing the book-entry transfer facility to transfer the old notes into
the exchange  agent's  account at the facility in accordance with the facility's
procedures for transfer. However, although delivery of old notes may be effected
through  book-entry  transfer  at  the  facility,   a   properly-completed   and
duly-executed  letter  of  transmittal  or an  agent's  message,  and any  other
required  documents,  must  nonetheless be transmitted  to, and received by, the
exchange  agent or the paying agent in Luxembourg at the address set forth below
under "-Exchange Agent;  Paying Agent in Luxembourg"  prior to 12:00,  midnight,
New York City time, on the expiration date.

Withdrawal of Tenders

     Except as otherwise  provided in this prospectus,  holders of old notes may
withdraw their tenders at any time before expiration of the exchange offer.

                                      -21-

     For a withdrawal to be effective,  the exchange agent must receive a notice
of withdrawal transmitted by Euroclear or Clearstream on behalf of the holder in
accordance with the standard  operating  procedures of Euroclear or Clearstream,
or a  written  notice  of  withdrawal,  which  may  be  by  telegram,  facsimile
transmission or letter, at one of the addresses set forth below under "-Exchange
Agent; Paying Agent in Luxembourg."

     Any notice of withdrawal must:

o    specify the name of the person who tendered the old notes to be withdrawn;

o    identify the old notes to be withdrawn,  including the principal  amount of
     the old notes to be withdrawn; and

o    where certificates for old notes have been transmitted, specify the name in
     which  the  old  notes  were  registered,  if  different  from  that of the
     withdrawing holder.

     If certificates  for old notes have been delivered or otherwise  identified
to the exchange agent,  then,  prior to the release of those  certificates,  the
withdrawing holder must also submit:

o    the serial numbers of the particular certificates to be withdrawn; and

o    a signed notice of  withdrawal  with  signatures  guaranteed by an eligible
     institution, unless the withdrawing holder is an eligible institution.

     If old notes have been tendered  pursuant to the  procedures for book-entry
transfer  described  above,  any notice of withdrawal  must specify the name and
number of the account at Euroclear or Clearstream, as applicable, to be credited
with the  withdrawn old notes and  otherwise  comply with the  procedures of the
facility.

     We will determine all questions as to the validity,  form and  eligibility,
including time of receipt, of notices of withdrawal, and our determination shall
be final and binding on all parties. We will deem any old notes so withdrawn not
to have been validly  tendered for exchange for purposes of the exchange  offer.
We will return any old notes that have been  tendered  for exchange but that are
not exchanged for any reason to their holder without cost to the holder. You may
retender  properly  withdrawn  old  notes  by  following  one of the  procedures
described  under  "-Procedures  for  Tendering"  above at any time on or  before
expiration of the exchange offer.

Exchange Agent; Paying Agent in Luxembourg

     The Bank of New York has been  appointed as exchange agent for the exchange
offer, and The Bank of New York  (Luxembourg)  S.A. has been appointed as paying
agent in Luxembourg for the exchange offer.  All executed letters of transmittal
should  be  delivered  to  either  our  exchange  agent or our  paying  agent in
Luxembourg  at the  applicable  address  set  forth  below.  You  should  direct
questions and requests for  assistance,  requests for additional  copies of this
prospectus or of the letter of  transmittal  to the exchange agent or the paying
agent in Luxembourg addressed as follows:

                                      -22-

                               The Exchange Agent:

             By Registered Mail, Hand Delivery or Overnight Courier:

                              The Bank of New York
                               Lower Ground Floor
                                30 Cannon Street
                                     London
                                    EC4M 6XH
                                Attn: Julie Levy

                             For Information, Call:
                            011 44 (207) 964-6513 or
                              011 44 (207) 964-7235

                           By Facsimile Transmission:
                        (for Eligible Institutions Only)
                            011 44 (207) 964-6369 or
                              011 44 (207) 964-7294

                              Confirm by Telephone:
                              011 44 (207) 964-7235

                         The Paying Agent in Luxembourg:

             By Registered Mail, Hand Delivery or Overnight Courier:

                     The Bank of New York (Luxembourg) S.A.
                          Aerogolf Center, 1A Hoehenhof
                              L-1736 Senningerberg
                                   Luxembourg
                                Attn: Petra Ries

                             For Information, Call:
                             011 44 (0) 20 7964 7662

                           By Facsimile Transmission:
                        (for Eligible Institutions Only)
                             011 44 (0) 20 7964 6399

                              Confirm by Telephone:
                             011 44 (0) 20 7964 7662

     Delivery  of the letter of  transmittal  to an address  other than as shown
above or  transmission  of the letter of transmittal via facsimile other than as
set  forth  above  does  not  constitute  a  valid  delivery  of the  letter  of
transmittal.

     The rules of the Luxembourg  Stock Exchange  require us to appoint a paying
agent in  Luxembourg  and to permit the  paying  agent in  Luxembourg  to accept
tender of executed  letters of transmittal  and other required  documents and to
perform certain other activities in connection with the exchange offer. However,
all activities  described in this prospectus and in the letter of transmittal to
be performed by either the exchange  agent or the paying agent in  Luxembourg in
connection with the exchange offer will be coordinated by the exchange agent.

Fees and Expenses

     We have not retained any  dealer-manager  in  connection  with the exchange
offer and will not make any  payments  to  broker-dealers  or others  soliciting
acceptances  of the exchange  offer.  We will,  however,  pay the exchange agent
reasonable  and customary fees for its services and reimburse it for its related
reasonable out-of-pocket expenses.

     We will  pay the  cash  expenses  to be  incurred  in  connection  with the
exchange offer, including the following:

                                      -23-

o    SEC registration fees;

o    fees and expenses of the exchange agent and trustee;

o    our accounting and legal fees; and

o    our printing and mailing costs.

Transfer Taxes

     We will pay all transfer taxes,  if any,  applicable to the exchange of old
notes under the exchange offer. A tendering holder of old notes,  however,  will
be required to pay any transfer taxes,  whether imposed on the registered holder
or any other person, if:

o    certificates  representing old notes for principal  amounts not tendered or
     accepted for  exchange  are to be delivered  to, or are to be issued in the
     name of, any person other than the registered holder of old notes tendered;

o    new notes are to be  delivered  to,  or issued in the name of,  any  person
     other than the registered holder of the old notes;

o    tendered old notes are  registered in the name of any person other than the
     person signing the letter of transmittal; or

o    a transfer  tax is imposed  for any reason  other than the  exchange of old
     notes under the exchange offer.

     If satisfactory evidence of payment of transfer taxes is not submitted with
the letter of transmittal,  then the amount of any transfer taxes will be billed
to the tendering holder.

Accounting Treatment

     We will record the new notes in our accounting records at the same carrying
value as the old notes, which is the aggregate principal amount, as reflected in
our accounting  records on the date of exchange,  plus any unamortized  discount
related to the issuance of the old notes. Accordingly, we will not recognize any
gain or loss for accounting  purposes in connection with the exchange offer. The
expenses of the exchange offer will be amortized over the term of the new notes.

Resale of New Notes

     Based on interpretations of the staff of the SEC, as set forth in no-action
letters to third  parties,  we believe  that new notes issued under the exchange
offer in exchange for old notes may be offered for resale,  resold and otherwise
transferred  by any old note  holder  without  further  registration  under  the
Securities  Act  and  without  delivery  of  a  prospectus  that  satisfies  the
requirements of Section 10 of the Securities Act if:

o    the holder is not our "affiliate"  within the meaning of Rule 405 under the
     Securities Act;

o    the new notes are acquired in the ordinary course of the holder's business;
     and

o    the holder  does not intend to  participate  in a  distribution  of the new
     notes.

     Any holder who exchanges old notes in the exchange offer with the intention
of  participating  in any manner in a distribution  of the new notes must comply
with the registration and prospectus delivery requirements of the Securities Act
in connection with a secondary resale transaction.

                                      -24-

     This  prospectus  may be used  for an  offer  to  resell,  resale  or other
retransfer of new notes. With regard to broker-dealers, only broker-dealers that
acquired the old notes as a result of market-making  activities or other trading
activities  may  participate  in the exchange  offer.  Each  broker-dealer  that
receives new notes for its own account in exchange for old notes,  where the old
notes were acquired by the broker-dealer as a result of market-making activities
or other trading activities,  must acknowledge that it will deliver a prospectus
in  connection  with  any  resale  of  the  new  notes.  Please  read  "Plan  of
Distribution" for more details regarding the transfer of new notes.

Consequences of Failing to Exchange Old Notes

     Holders  who  desire to tender  their old notes in  exchange  for new notes
registered  under the  Securities  Act should  allow  sufficient  time to ensure
timely  delivery.  Neither we nor the  exchange  agent is under any duty to give
notification  of defects or  irregularities  with  respect to the tenders of old
notes for exchange.

     Old notes that are not  tendered or are  tendered  but not  accepted  will,
following the consummation of the exchange offer,  continue to be subject to the
provisions in the indenture regarding the transfer and exchange of the old notes
and the  existing  restrictions  on transfer  set forth in the legend on the old
notes and in the offering  memorandum  dated April 5, 2006,  relating to the old
notes. Except in limited circumstances with respect to specific types of holders
of old notes, we will have no further obligation to provide for the registration
under the  Securities  Act of such old notes.  In  general,  old  notes,  unless
registered  under the Securities Act, may not be offered or sold except pursuant
to an exemption from, or in a transaction not subject to, the Securities Act and
applicable  state  securities  laws. We do not anticipate  that we will take any
action to register the  untendered  old notes under the  Securities Act or under
any state securities laws.

     Upon completion of the exchange offer, holders of the old notes will not be
entitled  to any  further  registration  rights  under the  registration  rights
agreement, except under limited circumstances.

     Old  notes  that  are not  exchanged  in the  exchange  offer  will  remain
outstanding  and continue to accrue  interest and will be entitled to the rights
and benefits  their holders have under the  indenture  relating to the old notes
and the new  notes.  Holders  of the new  notes and any old  notes  that  remain
outstanding  after  consummation  of the exchange  offer will vote together as a
single  class for  purposes  of  determining  whether  holders of the  requisite
percentage of the class have taken certain  actions or exercised  certain rights
under the indenture.

                                      -25-


                                 USE OF PROCEEDS

     We will not receive any cash  proceeds  from the  issuance of the new notes
under  the  exchange  offer.  In  consideration  for  issuing  the new  notes as
contemplated by this prospectus, we will receive the old notes in like principal
amount,  the terms of which are  identical in all  material  respects to the new
notes.  The old notes  surrendered in exchange for the new notes will be retired
and canceled and cannot be reissued.  Accordingly, the issuance of the new notes
will not result in any increase or decrease in our indebtedness.

                                 CAPITALIZATION

     The following table sets forth our unaudited  historical  consolidated cash
and  cash  equivalents  and  capitalization  as of  March  31,  2006,  and on an
as-adjusted  basis after giving effect to the issuance of the old notes in April
2006 and the  application  of the net proceeds  from such issuance to redeem the
euro 375,000,000  aggregate  principal amount of our 8 7/8% Senior Secured Notes
due 2009. The  information  set forth below should be read in  conjunction  with
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" and our audited  Consolidated  Financial  Statements and the related
notes included elsewhere in this prospectus. Euro amounts have been presented in
U.S.  dollars at an  exchange  rate of euro 1.00 to $1.20,  based on the closing
spot rate on March 31, 2006 reported by Bloomberg.


                                                                                    March 31, 2006
                                                                                      (unaudited)
                                                                            -------------------------------
                                                                              Historical       As adjusted
                                                                            -------------     -------------
                                                                                     (In millions)
                                                                                         
Cash, cash equivalents and restricted cash equivalents...................    $     56.7        $     54.6
                                                                             ==========        ==========
Debt:
  Senior secured notes due 2013..........................................    $      -          $    476.7
  Senior secured notes due 2009..........................................         455.6               -
  Revolving credit facilities of subsidiaries............................           -                 -
  Other..................................................................           4.6               4.6
                                                                             ----------        ----------
     Total debt..........................................................         460.2             481.3
Stockholder's equity.....................................................         199.7             185.5
                                                                             ----------        ----------
     Total capitalization................................................    $    659.9        $    666.8
                                                                             ==========        ==========


     The as adjusted  amounts  shown above  include the effects of the following
adjustments:

o    The issuance of the old notes (euro 400,000,000 aggregate principal amount)
     at their issue price of 99.306% of their principal amount;

o    The redemption of the euro 375,000,000  aggregate principal amount of our 8
     7/8%  Senior  Secured  Notes due  2009,  using  the net  proceeds  from the
     issuance  of the old notes and  approximately  $2.1  million of our cash on
     hand; and

o    Recognition of a net $21.3 million  pre-tax charge ($14.2  million,  net of
     income tax benefit at the applicable  German  effective  income tax rate of
     33.2%)  related to the early  extinguishment  of our 8 7/8% Senior  Secured
     Notes due 2009,  consisting  of the call  premium on such notes and the net
     write-off of the deferred financing costs and existing  unamortized premium
     related to such notes.

                                      -26-


                        SELECTED FINANCIAL AND OTHER DATA

     The  statement of  operations  data for the years ended  December 31, 2003,
2004 and 2005, and the balance sheet data as of December 31, 2004 and 2005, have
been  derived  from  our  audited  Consolidated  Financial  Statements  included
elsewhere in this  prospectus.  The statement of  operations  data for the years
ended  December 31, 2001 and 2002, and the balance sheet data as of December 31,
2001, 2002 and 2003, have been derived from our audited  Consolidated  Financial
Statements not separately presented herein. The statement of operations data for
the three months ended March 31, 2005 and 2006, and the balance sheet data as of
March 31,  2006,  have been derived from our  unaudited  Consolidated  Financial
Statements  included elsewhere in this prospectus.  The balance sheet data as of
March  31,  2005 has been  derived  from our  unaudited  Consolidated  Financial
Statements not separately  presented  herein.  In our opinion,  all adjustments,
consisting only of normal recurring  adjustments,  necessary to state fairly the
consolidated  financial position,  results of operations and cash flows for such
interim  periods  have been made.  The  results of  operations  for the  interim
periods are not necessarily  indicative of the operating results for a full year
or of future  operations.  The selected financial and other data below should be
read in  conjunction  with  "Management's  Discussion  and Analysis of Financial
Condition and Results of Operations" and our Consolidated  Financial  Statements
and related notes included elsewhere in this prospectus.



                                                                                                          Three months ended
                                                                   Year ended December 31,                     March 31,
                                                        ------------------------------------------------ --------------------
                                                         2001      2002       2003      2004      2005       2005      2006
                                                         ----      ----       ----      ----      ----       ----      ----
                                                                   (in millions, except per share data and ratios)
                                                                                                              (unaudited)
STATEMENT OF OPERATIONS DATA:
                                                                                               
   Net sales......................................    $  554.6  $  579.7   $  715.9  $   808.0 $   850.9  $   209.5 $   208.6
   Net income.....................................       113.7      52.3       81.8      326.0      59.8       18.2      13.1
BALANCE SHEET DATA (at period end):
   Total assets...................................       532.5     611.3      750.5      985.2     955.3      974.6     976.4
   Long-term debt including current maturities....       482.9     325.9      356.7      533.2     453.8      506.3     460.2
   Redeemable preferred stock and profit
     participation certificates...................       617.4        -          -          -         -          -         -
   Stockholders' equity (deficit).................      (777.5)     76.8      111.6      206.5     181.8      227.1     199.7
STATEMENTS OF CASH FLOW DATA:
   Net cash provided (used) by:
     Operating activities.........................    $   76.0  $   68.2   $  104.8  $   142.3 $    92.7  $     3.4 $    (5.0)
     Investing activities.........................       (28.5)    (29.7)     (31.7)     (34.2)    (35.8)      (4.3)     (3.3)
     Financing activities.........................       (52.8)    (57.5)     (54.9)    (129.9)     (8.5)        -         -
TiO2 OPERATING STATISTICS (unaudited):
   Sales volume*..................................       265       297        310        336       326         77        83
   Production volume*.............................       269       293        320        328       335         81        86
   Production rate as a percentage of capacity....        87%       93%      Full       Full      Full       Full      Full
OTHER FINANCIAL DATA (unaudited):
   Ratio of earnings to combined fixed charges and
     preferred dividends (1)......................         1.8       1.5        3.3        2.7       3.6        3.4       2.9
   Ratio of earnings to fixed charges (2).........         4.2       2.7        3.3        2.7       3.6        3.4       2.9
_______________



*    Metric tons in thousands

(1)  Fixed charges  represents,  as  applicable,  the sum of (i) total  interest
     expense and (ii) the  interest  component of rent  expense  (calculated  as
     one-third of rent expense).  Earnings represents, as applicable, the sum of
     (i) fixed  charges,  (ii) income before income taxes and minority  interest
     and (iii) amortization of capitalized interest.

(2)  Combined fixed charges and preferred dividends  represents,  as applicable,
     the sum of (i) total interest  expense,  (ii) preferred stock dividends and
     accretion and (iii) the interest  component of rent expense  (calculated as
     one-third of rent expense).  Earnings represents, as applicable, the sum of
     (i) combined  fixed  charges,  (ii) income before income taxes and minority
     interest and (iii) amortization of capitalized interest.

                                      -27-

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Critical Accounting Policies and Estimates

     The  accompanying   "Management's  Discussion  and  Analysis  of  Financial
Condition and Results of Operations" are based upon our  Consolidated  Financial
Statements,  which have been prepared in accordance with  accounting  principles
generally accepted in the United States of America ("GAAP").  The preparation of
these  financial  statements  requires us to make  estimates and judgments  that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent assets and liabilities at the date of the financial  statements,  and
the reported amount of revenues and expenses during the reported  period.  On an
on-going basis, we evaluate our estimates, including those related to bad debts,
inventory  reserves,  impairments of  investments  in marketable  securities and
long-lived   assets   (including   property  and  equipment),   pension  benefit
obligations  and the  underlying  actuarial  assumptions  related  thereto,  the
realization of deferred income tax assets and accruals for,  litigation,  income
tax and other contingencies.  We base our estimates on historical experience and
on  various  other   assumptions   we  believe  to  be   reasonable   under  the
circumstances,  the results of which form the basis for making  judgments  about
the  reported  amounts of assets,  liabilities,  revenues and  expenses.  Actual
results may differ from previously-estimated amounts under different assumptions
or conditions.

     The following  critical  accounting  policies  affect our more  significant
judgments and estimates used in the  preparation of our  Consolidated  Financial
Statements:

o    We maintain allowances for doubtful accounts for estimated losses resulting
     from the  inability of our  customers to make  required  payments and other
     factors.  We take into consideration the current financial condition of our
     customers,  the age of the  outstanding  balance and the  current  economic
     environment when assessing the adequacy of the allowance.  If the financial
     condition of our customers were to deteriorate,  resulting in an impairment
     of their ability to make payments,  additional  allowances may be required.
     During  2003,  2004 and  2005,  the net  amount  written  off  against  the
     allowance  for  doubtful  accounts  as a  percentage  of the balance of the
     allowance for doubtful accounts as of the beginning of the year ranged from
     15% to 24%.

o    We provide reserves for estimated obsolescence or unmarketable  inventories
     equal to the difference between the cost of inventory and the estimated net
     realizable value using assumptions about future demand for our products and
     market  conditions.  If actual market  conditions  are less  favorable than
     those  projected  by  management,  additional  inventory  reserves  may  be
     required.  We also provide reserves for tools and supplies  inventory based
     generally on both historical and expected future usage requirements.

o    We recognize an impairment  charge  associated with our long-lived  assets,
     including  property and  equipment,  whenever we determine that recovery of
     such  long-lived  asset  is not  probable.  Such  determination  is made in
     accordance  with  the  applicable  GAAP  requirements  associated  with the
     long-lived  asset, and is based upon, among other things,  estimates of the
     amount of future net cash flows to be generated by the long-lived asset and
     estimates of the current fair value of the asset.  Adverse  changes in such
     estimates  of future net cash flows or estimates of fair value could result
     in an  inability  to recover the carrying  value of the  long-lived  asset,
     thereby  possibly  requiring an  impairment  charge to be recognized in the
     future.  We do not assess our property and equipment for impairment  unless
     certain impairment indicators, as defined, are present. During 2005 and the
     first quarter of 2006, no such impairment indicators were present.

o    We maintain various defined benefit pension plans.  The amounts  recognized
     as defined benefit pension  expenses,  and the reported  amounts of prepaid
     and accrued  pension costs,  are  actuarially  determined  based on several
     assumptions,  including  discount rates,  expected rates of returns on plan
     assets  and  expected  health  care  trend  rates.   Variances  from  these
     actuarially  assumed  rates  will  result in  increases  or  decreases,  as
     applicable,  in the recognized  pension  obligations,  pension expenses and
     funding  requirements.  These  assumptions  are more fully  described below
     under "-Assumptions on defined benefit pension plans."

                                      -28-

o    We record a valuation allowance to reduce our deferred income tax assets to
     the amount that is believed to be realized under the "more-likely-than-not"
     recognition  criteria.  While we have considered  future taxable income and
     ongoing prudent and feasible tax planning  strategies in assessing the need
     for a valuation allowance,  it is possible that in the future we may change
     our  estimate  of the amount of the  deferred  income tax assets that would
     "more-likely-than-not"   be  realized  in  the  future,   resulting  in  an
     adjustment to the deferred income tax asset valuation  allowance that would
     either  increase or  decrease,  as  applicable,  reported net income in the
     period such change in estimate was made. For example,  we have  substantial
     net operating loss carryforwards in Germany (the equivalent of $597 million
     for German corporate purposes and $93 million for German trade tax purposes
     at March 31, 2006). During 2004, we concluded that the more-likely-than-not
     recognition  criteria  had been met with  respect to the income tax benefit
     associated with our net operating loss  carryforwards in Germany.  Prior to
     the complete  utilization  of such  carryforwards,  it is possible  that we
     might conclude in the future that the benefit of such  carryforwards  would
     no longer meet the  "more-likely-than-not"  recognition  criteria, at which
     point we would be required to recognize a valuation  allowance  against the
     then-remaining tax benefit associated with the carryforwards.

     In addition,  we make an evaluation at the end of each reporting  period as
     to whether or not some or all of the undistributed  earnings of our foreign
     subsidiaries are permanently  reinvested (as that term is defined in GAAP).
     While we may have  concluded  in the past that  some of such  undistributed
     earnings are permanently reinvested,  facts and circumstances can change in
     the future,  and it is possible  that a change in facts and  circumstances,
     such as a change in the  expectation  regarding  the  capital  needs of our
     foreign subsidiaries, could result in a conclusion that some or all of such
     undistributed  earnings are no longer  permanently  reinvested.  In such an
     event, we would be required to recognize a deferred income tax liability in
     an  amount  equal  to  the  estimated   incremental  U.S.  income  tax  and
     withholding   tax  liability  that  would  be  generated  if  all  of  such
     previously-considered  permanently  reinvested  undistributed earnings were
     distributed to the U.S.

o    We record  accruals  for  legal,  income tax and other  contingencies  when
     estimated  future  expenditures  associated  with  such  contingencies  and
     commitments become probable,  and the amounts can be reasonably  estimated.
     However,  new information may become available,  or circumstances  (such as
     applicable  laws and  regulations)  may  change,  thereby  resulting  in an
     increase or decrease in the amount  required to be accrued for such matters
     (and  therefore a decrease or increase in reported net income in the period
     of such change).

     Income  from  operations  is  impacted  by  certain  of  these  significant
judgments and estimates,  such as allowance for doubtful accounts,  reserves for
obsolete or  unmarketable  inventories,  impairment of equity method  investees,
goodwill and other  long-lived  assets,  defined  benefit pension plans and loss
accruals.  In addition,  other income  (expense) is impacted by the  significant
judgments and estimates for deferred income tax asset  valuation  allowances and
loss accruals.

Executive Summary

     We  reported  net  income of $13.1  million  in the first  quarter  of 2006
compared  to net  income  of $18.2  million  in the  first  quarter  of 2005 and
reported net income of $59.8 million in 2005 compared $326.0 million in 2004 and
$81.8  million  in  2003.  Our net  income  increased  from  2003 to 2004 as the
unfavorable  effect of lower income from operations and higher interest  expense
in 2004 was more than offset by the  favorable  effect of a non-cash  income tax
benefit in 2004.  Our net income  decreased  from 2004 to 2005 as the  favorable
effect of higher income from  operations and lower interest  expense in 2005 was
more than  offset by the  favorable  effect of the  non-cash  income tax benefit
recognized in 2004.

     Net income in 2005  includes (i) a third  quarter net  non-cash  income tax
charge of $9.8  million  for  recent  developments  with  respect  to income tax
audits,  primarily in Germany and Belgium and (ii) a second  quarter  securities
transaction  gain of $3.5 million related to the sale of our passive interest in
a Norwegian  smelting  operation.  Net income in 2004 includes a second  quarter
income tax  benefit  related to the  reversal of our  deferred  income tax asset
valuation allowance in Germany of $277.3 million. Net income in 2003 includes an
income tax benefit  relating to the refund of prior year German  income taxes of
$24.6 million.  Each of these items is more fully  discussed below and/or in the
notes  to the  Consolidated  Financial  Statements  included  elsewhere  in this
prospectus.

     We currently  expect income from  operations will be lower in 2006 compared
to 2005, as the favorable  effect of anticipated  modest  improvements  in sales
volumes and average TiO2  selling  prices are expected to be more than offset by
the effect of higher  production  costs,  particularly  raw  material and energy
costs.

                                      -29-

     Relative  changes in our TiO2 sales and  operating  income  during the past
three  years  are  primarily  due to (i)  relative  changes  in TiO2  sales  and
production  volumes,  (ii) relative  changes in TiO2 average  selling prices and
(iii) relative changes in foreign currency exchange rates.

     Selling prices (in billing  currencies)  for TiO2,  our principal  product,
were  generally:  increasing  during the first quarter of 2003,  flat during the
second quarter of 2003,  decreasing during the second half of 2003 and the first
half of 2004,  increasing during the second half of 2004 and first half of 2005,
decreasing  during the last half of 2005 and increasing during the first quarter
of 2006.  Changes in our selling prices are largely driven by relative  industry
demand and supply conditions and other economic factors.

Results of Operations


                                                                            Three months ended
                                                                                 March 31,
                                                                           ---------------------          %
                                                                            2005           2006         Change
                                                                            ----           ----        --------
                                                                     (In millions, except percentages and volumes)

                                                                                  
Net sales                                                                 $  209.5      $  208.6          **
Cost of sales                                                                147.1         155.6         + 6%
                                                                          --------      --------
Gross margin                                                                  62.4          53.0        - 15%

Selling, general and administrative expenses                                 (28.1)        (27.7)        - 1%
Currency transaction gains, net                                                 .8          (1.2)
Royalty income                                                                 1.5           2.2
Other operating expense (net)                                                   -            (.4)
                                                                          --------      --------
Income from operations                                                    $   36.6      $   25.9        - 29%
                                                                          ========      ========

TiO2 operating statistics:

  Percent changes in average selling prices:
     Using actual foreign currency exchange rates                                                       - 7%
     Impact of changes in foreign currency exchange rates                                               + 8%
                                                                                                        ----
  In billing currencies                                                                                 + 1%
                                                                                                        ====

Sales volumes*                                                                77            83           + 8%
Production volumes*                                                           81            86           + 6%
Production rate as a percent of capacity                                    Full          Full
____________________________



*        Thousands of metric tons

**       Less than 1% decrease


                                      -30-



                                                       Years ended December 31,                  % Change
                                                 ---------------------------------       ------------------------
                                                  2003         2004          2005         2003-04       2004-05
                                                  ----         ----          ----         -------       -------
                                             (In millions, except selling price data)

                                                                                              
 Net sales                                    $   715.9    $   808.0     $   850.9          +13%           + 5%
 Cost of sales                                    516.9        609.6         613.2          +18%           + 1%
                                              ---------    ---------     ---------

 Gross margin                                     199.0        198.4         237.7           **            +20%
 Selling, general and administrative expense      (87.0)      (104.1)       (110.2)         +20%           + 6%
 Currency transaction gains (losses), net          (3.7)        (2.2)          4.1
 Royalty income                                     6.1          6.0           6.8
 Other operating income (expense), net                -          (.5)          (.9)
                                              ---------    ---------     ---------

 Income from operations                       $   114.4    $    97.6     $   137.5          -15%           +41%
                                              =========    =========     =========

 TiO2 operating statistics:

 Percent change in average selling prices:
     Using actual  foreign  currency  exchange
       rates                                                                                + 4%           + 7%
     Impact of  changes  in  foreign  currency
       exchange rates                                                                       - 7%           - 2%
                                                                                            ----           ----

     In billing currencies                                                                  - 3%           + 5%
                                                                                            ====           ====

 Sales volumes*                                    310          336           326           + 8%           - 3%
 Production volumes*                               320          328           335           + 3%           + 2%
 Production rate as percent of capacity           Full          Full          Full
____________________________


*        Thousands of metric tons

**       less than 1%

 Three Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2005

     Our sales  decreased  $900,000  (less than 1%) in the first quarter of 2006
compared to the first  quarter of 2005 due to the net effects of higher  average
TiO2 selling prices (in billing currencies), higher TiO2 selling volumes and the
unfavorable  effect of fluctuations in foreign  currency  exchange rates,  which
decreased  sales by  approximately  $16  million,  as further  discussed  below.
Excluding the effect of fluctuations in the value of the U.S. dollar relative to
other currencies,  our average TiO2 selling prices in billing  currencies in the
first  quarter of 2006 were 1% higher as compared to the first  quarter of 2005.
When  translated  from billing  currencies to U.S.  dollars using actual foreign
currency  exchange rates prevailing during the respective  periods,  our average
TiO2 selling  prices in the first  quarter of 2006  decreased 7% compared to the
first quarter of 2005. See " - Effects of Foreign Currency Exchange Rates" below
for a discussion of the impact of relative changes in currency exchange rates on
our operations.

     Our TiO2 sales volumes in the first  quarter of 2006  increased 8% compared
to the first  quarter of 2005,  due  primarily to higher sales  volumes in North
America.  Demand for TiO2 has remained  strong in the first quarter of 2006, and
while we believe that the strong demand is largely  attributable  to the end-use
demand of our  customers,  it is possible that some portion of the strong demand
resulted from customers  increasing their inventory levels of TiO2 in advance of
implementation  of announced or  anticipated  price  increases.  Our income from
operations comparisons were also favorably impacted by higher production levels,
which  increased 6% in the first  quarter of 2006 as compared to the same period
in 2005.  Our operating  rates were near full capacity in both periods,  and our
production  and sales  volumes in the first quarter of 2006 were new records for
us for a first quarter.

                                      -31-

     Our cost of sales  increased $8.5 million (6%) in the first quarter of 2006
compared to the first quarter of 2005 largely due to higher sales volumes.  As a
result of lower  average TiO2  selling  prices  using  actual  foreign  currency
exchange  rates as well as the  unfavorable  effect of higher raw  material  and
other operating costs (including energy),  our cost of sales, as a percentage of
net sales,  increased  from 70% in the first quarter of 2005 to 75% in the first
quarter of 2006.

     Our gross  margins for the first  quarter of 2006  decreased  $9.4  million
(15%)  from  the  first   quarter  of  2005  due  to  the  net  effects  of  the
aforementioned  decrease  in sales and  increase in cost of sales as well as the
unfavorable  effect of relative changes in foreign  currency  exchange rates, as
discussed below.

     Selling, general and administrative expenses decreased $423,000 (1%) in the
first  quarter of 2006 as compared  to the  corresponding  period in 2005.  This
decrease is largely attributable to the impact of translating foreign currencies
(primarily the euro) into U.S. dollars.

     Overall,  the net impact of  currency  exchange  rate  fluctuations  on our
operating income comparisons resulted in a net $3 million decrease in our income
from operations in the first quarter of 2006 as compared to the first quarter of
2005. See " - Effects of Foreign Currency Exchange Rates" below for a discussion
of the impact of relative changes in currency exchange rates on our operations.

     Year ended December 31, 2005 compared to year ended December 31, 2004

     Our sales  increased  $42.9  million  (5%) in 2005 as  compared to 2004 due
primarily to the net effects of higher average TiO2 selling  prices,  lower TiO2
sales  volumes and the  favorable  effect of  fluctuations  in foreign  currency
exchange rates,  which increased sales by  approximately  $13 million as further
discussed  below.  Excluding the effect of fluctuations in the value of the U.S.
dollar relative to other currencies,  our average TiO2 selling prices in billing
currencies  were 5% higher in 2005 as compared  to 2004.  When  translated  from
billing  currencies  into U.S.  dollars using actual foreign  currency  exchange
rates prevailing during the respective periods,  our average TiO2 selling prices
in 2005  increased 7% as compared to 2004.  See " - Effects of Foreign  Currency
Exchange  Rates"  below for a  discussion  of the impact of relative  changes in
currency exchange rates on our operations.

     Our TiO2 sales  volumes in 2005  decreased 3% compared to 2004 with volumes
lower in all regions of the world. Approximately  three-fourths of our 2005 TiO2
sales volumes were  attributable to markets in Europe,  with 10% attributable to
North America and the balance to export markets.  Overall  worldwide  demand for
TiO2  in  2005 is  estimated  to have  declined  by  approximately  5% from  the
exceptionally  strong demand levels in 2004. We attribute the decline in overall
sales and our own sales to slower overall  economic growth in 2005 and inventory
destocking by our customers.  Our operating  income  comparisons  were favorably
impacted by higher  production  levels,  which increased 2%. Our operating rates
were near full capacity in both periods,  and our production volumes in 2005 set
a new record for us,  which was the fourth  consecutive  year record  production
volumes were achieved.

     Our cost of sales  increased  $3.6 million (1%) in 2005 compared to 2004 as
the  effect  of lower  sales  volumes  was  offset by higher  raw  material  and
maintenance  costs.  However,  our cost of sales,  as a percentage of net sales,
decreased from 75% in 2004 to 72% in 2005 due primarily to the effects of higher
average selling prices which more than offset higher costs.

     Our gross  margins  increased  $39.3 million (20%) from 2004 to 2005 due to
the net effects of the aforementioned  changes in sales and cost of sales during
such periods.

     As a percentage of net sales, selling,  general and administrative expenses
were relatively consistent at 13% for both 2004 and 2005.

     Our  income  from  operations  increased  $39.9  million  (41%)  in 2005 as
compared to 2004, as the effect of higher average TiO2 selling prices and higher
production  volumes more than offset the impact of lower sales  volumes,  higher
raw material and maintenance costs. See " - Effects of Foreign Currency Exchange
Rates"  below for a  discussion  of the impact of  relative  changes in currency
exchange rates on our operations.

                                      -32-

     Year Ended December 31, 2004 Compared to Year Ended December 31, 2003

     Our sales  increased  $92.1  million  (13%) in 2004 as  compared to 2003 as
higher  sales  volumes  and the  favorable  effect of  fluctuations  in  foreign
currency  exchange rates,  which increased sales by approximately $56 million as
further  discussed  below,  more than  offset the impact of lower  average  TiO2
selling  prices.  Excluding the effect of  fluctuations in the value of the U.S.
dollar relative to other currencies,  our average TiO2 selling prices in billing
currencies  were 3% lower in 2004 as  compared  to 2003.  When  translated  from
billing  currencies  into U.S.  dollars using actual foreign  currency  exchange
rates prevailing during the respective periods,  our average TiO2 selling prices
in 2004  increased 4% as compared to 2003.  See " - Effects of foreign  currency
exchange  rates"  below for a  discussion  of the impact of relative  changes in
currency exchange rates on our operations.

     Our TiO2 sales volumes in 2004 increased 8% compared to 2003, due to higher
sales volumes in Europe and export markets. By volume,  approximately 77% of our
2004 TiO2 sales were attributable to markets in Europe, with 14% attributable to
export  markets and the balance to North  America.  Demand for TiO2 has remained
strong  throughout  2004, and while we believe that the strong demand is largely
attributable  to the end-use demand of our  customers,  it is possible that some
portion of the strong demand resulted from customers  increasing their inventory
levels of TiO2 in advance of  implementation  of announced or anticipated  price
increases.  Our operating  income  comparisons  were also favorably  impacted by
higher production levels, which increased 3%. Our operating rates were near full
capacity in both periods, and our sales and production volumes in 2004 were both
new records for us, setting new volume records for us for the third  consecutive
year.

     Our cost of sales  increased  $92.7  million (18%) in 2004 compared to 2003
due to higher raw material and maintenance costs as well as higher sales volumes
and related effects of translating  foreign currencies into the U.S. dollar. Our
cost of sales,  as a percentage of net sales,  increased from 72% in 2003 to 75%
in 2004 due primarily to the effects of lower average  selling prices and higher
costs.

     Our gross  margins  decreased  $.6 million (less than 1%) from 2003 to 2004
due to the net effects of the aforementioned  changes in sales and cost of sales
during such periods.

     As a percentage of net sales, selling,  general and administrative expenses
were relatively  consistent from 2003 to 2004, increasing marginally from 12% to
13%, and  increasing  proportionately  with the increased  sales and  production
volume.

     Our  income  from  operations  decreased  $16.8  million  (15%)  in 2004 as
compared to 2003, as the effect of lower average TiO2 selling  prices and higher
raw material and  maintenance  costs more than offset the impact of higher sales
and production volumes. See also " - Effects of Foreign Currency Exchange Rates"
below for a discussion  of the impact of relative  changes in currency  exchange
rates on our operations.

     Effects of Foreign Currency Exchange Rates

     Our sales are denominated in various currencies, including the U.S. dollar,
the euro and other major European  currencies.  The disclosure of the percentage
change in our average TiO2 selling prices in billing  currencies (which excludes
the effects of  fluctuations  in the value of the U.S.  dollar relative to other
currencies) is considered a "non-GAAP"  financial measure under SEC regulations.
The disclosure of the percentage change in our average TiO2 selling prices using
actual foreign currency exchange rates prevailing during the respective  periods
is  considered  the most  directly  comparable  financial  measure  presented in
accordance with GAAP ("GAAP  measure").  We disclose  percentage  changes in our
average TiO2 prices in billing  currencies  because we believe  this  disclosure
provides  useful  information to investors to allow them to analyze such changes
without  the  impact  of  changes  in  foreign  currency  exchange  rates.  This
facilitates  period-to-period  comparisons  of the  relative  changes in average
selling prices in the actual various  billing  currencies.  Generally,  when the
U.S.  dollar  either  strengthens  or  weakens  against  other  currencies,  the
percentage change in average selling prices in billing currencies will be higher

                                      -33-

or  lower,  respectively,  than the  percentage  changes  would be using  actual
exchange rates prevailing during the respective periods.  The difference between
the 4% and 7% increases in our average TiO2 selling prices during 2004 and 2005,
respectively,  and 7% decrease in our average  TiO2  selling  prices  during the
first  quarter of 2006,  each as compared to the  respective  prior period using
actual foreign currency exchange rates prevailing during the respective  periods
(the GAAP  measure),  and the 3% decrease  and 5% and 1% increase in our average
TiO2 selling prices in billing  currencies  (the non-GAAP  measure)  during each
period is due to the net effect of changes in foreign  currency  exchange rates.
The above table presents in a tabular  format (i) the  percentage  change in our
average  TiO2  selling  prices  using actual  foreign  currency  exchange  rates
prevailing during the respective periods (the GAAP measure), (ii) the percentage
change in our average TiO2 selling  prices in billing  currencies  (the non-GAAP
measure)  and (iii) the  percentage  change due to  changes in foreign  currency
exchange  rates (or the  reconciling  item between the non-GAAP  measure and the
GAAP measure).

     Our  operations  and  assets  are  located  outside  of the  United  States
(primarily in Germany,  Belgium and Norway).  A significant  amount of our sales
generated from our operations are denominated in currencies  other than the U.S.
dollar,  principally the euro and other major European currencies.  A portion of
our sales  generated  from our operations  are  denominated in the U.S.  dollar.
Certain raw materials,  primarily titanium-containing  feedstocks, are purchased
in U.S.  dollars,  while  labor  and  other  production  costs  are  denominated
primarily in local currencies. Consequently, the translated U.S. dollar value of
our foreign  sales and operating  results are subject to currency  exchange rate
fluctuations  which may favorably or adversely impact reported  earnings and may
affect  the  comparability  of  period-to-period   operating  results.  Overall,
fluctuations  in the  value of the U.S.  dollar  relative  to other  currencies,
primarily  the euro,  decreased  TiO2  sales by a net $16  million  in the first
quarter of 2006 compared to the first quarter of 2005, increased TiO2 sales by a
net $13 million in 2005 as compared  to 2004 and  increased  TiO2 sales by a net
$56 million in 2004 as compared to 2003.  Fluctuations  in the value of the U.S.
dollar   relative   to  other   currencies   similarly   impacted   our  foreign
currency-denominated  operating  expenses.  Our  operating  costs  that  are not
denominated in the U.S. dollar,  when translated into U.S. dollars,  were higher
in the first  quarter of 2006 and in 2005 and 2004  compared to the same periods
in prior  periods.  Overall,  currency  exchange rate  fluctuations  resulted in
approximately  a net $3 million  decrease in our income from  operations  in the
first quarter of 2006 as compared to the first quarter of 2005 and resulted in a
net $10 million increase in our operating income in 2005 as compared to 2004 and
resulted in a net increase in our operating  income in 2004 of  approximately $9
million as compared to 2003.

     Outlook

     Our efforts to  debottleneck  our  production  facilities to meet long-term
demand continue to prove successful. Our debottlenecking efforts included, among
other things,  the addition of finishing capacity in the German chloride process
facility and equipment  upgrades and enhancements in several  locations to allow
for reduced  downtime for maintenance  activities.  Our production  capacity has
increased by  approximately  25% over the past ten years due to  debottlenecking
programs,  with only  moderate  capital  expenditures.  We  believe  our  annual
attainable  production  capacity for 2006 is approximately  345,000 metric tons,
with some  additional  capacity  expected to be  available  in 2007  through our
continued debottlenecking efforts.

     We expect our income from  operations  in 2006 will continue to be somewhat
lower than  2005.  Our  expectations  as to our and the TiO2  industry's  future
prospects  are based upon a number of  factors  beyond  our  control,  including
worldwide  growth of gross domestic  product,  competition  in the  marketplace,
unexpected  or  earlier  than  expected  capacity  additions  and  technological
advances.  If actual developments  differ from our expectations,  our results of
operations could be unfavorably affected.

                                      -34-

     Other Income (Expense)

     The following table sets forth certain  information  regarding other income
and expense items.


                                                       Years ended December 31,                  % Change
                                                 ---------------------------------       ------------------------
                                                  2003         2004          2005           2005          2006
                                                  ----         ----          ----           ----          ----
                                                                       (In millions)

                                                                                             
Interest income from affiliates                $     -       $    2.8      $   18.9           4.9           4.4
Trade interest income                                .7           1.1           1.0            .1            .5
Securities transaction gain                          -             -            5.4            -             -
Interest expense to affiliates                      (.1)           -             -             -             -
Interest expense                                  (32.5)        (36.7)        (43.9)        (11.6)        (10.3)
                                               --------      --------      --------       -------       -------

                                               $  (31.9)     $  (32.8)     $  (18.6)      $  (6.6)      $  (5.4)
                                               ========      ========      ========       =======       =======



     Interest income from affiliates  decreased $490,000 in the first quarter of
2006 as compared to the first quarter of 2005 due primarily to relative  changes
in foreign  currency  exchange rates.  Interest income  fluctuates in part based
upon the amount of funds invested and yields thereon.  Aggregate interest income
increased  $16.0  million in 2005  compared to 2004 due primarily to interest on
our notes receivable from Kronos entered into during the fourth quarter of 2004.
Aggregate  interest  income  increased  $3.2  million in 2004  compared  to 2003
primarily  due to interest on our notes  receivable  from  Kronos  entered  into
during the fourth quarter of 2004. We expect  interest income will be comparable
in 2006 as compared to 2005 as the notes  receivable from Kronos are expected to
be outstanding during the full year.

     Securities  transaction  gain in 2005  relates  to the sale of our  passive
interest in a Norwegian smelting  operation,  which had a nominal carrying value
for financial reporting purposes,  for aggregate  consideration of approximately
$5.4 million  consisting of cash of $3.5 million and  inventory  with a value of
$1.9  million.  See Note 9 to the  Consolidated  Financial  Statements  included
elsewhere in this prospectus.

     We have a  significant  amount  of  indebtedness  denominated  in the euro,
including our euro 375 million 8 7/8% Senior  Secured  Notes.  Accordingly,  the
reported amount of interest  expense will vary depending on relative  changes in
foreign currency  exchange rates.  Interest expense in the first quarter of 2006
was $10.3  million,  a decrease of $1.3 million from the first  quarter of 2005.
The decrease was due primarily to relative changes in foreign currency  exchange
rates,  which  increased the U.S. dollar  equivalent of interest  expense on our
euro 375 million 8 7/8% Senior Secured Notes outstanding  during both periods by
approximately $1.1 million in the first quarter of 2006 as compared to the first
quarter of 2005.  Interest expense in 2005 was higher than 2004 due primarily to
higher  levels of  outstanding  indebtedness  resulting  from the issuance of an
additional  euro 90 million  principal  amount of 8 7/8% Senior Secured Notes in
November 2004. In addition, the increase in interest expense was due to relative
changes in foreign  currency  exchange  rates,  which  increased the U.S. dollar
equivalent  of interest  expense on the euro 285  million 8 7/8% Senior  Secured
Notes outstanding  during all of 2003, 2004 and 2005 by approximately $3 million
in 2004 as compared to 2003 and by  approximately $1 million in 2005 as compared
to 2004.

     In May 2006, we redeemed all of our 8 7/8% Senior Secured Notes at 104.437%
of their aggregate  principal amount of euro 375 million (an aggregate of $470.2
million  at March 31,  2006  exchange  rates).  Funds for such  redemption  were
provided by our issuance of an aggregate of euro 400 million principal amount of
the 6 1/2%  Senior  Secured  Notes due April  2013,  issued on April 11, 2006 at
99.306% of their principal  amount. We expect to recognize a $21 million pre-tax
charge in the second quarter related to the early  extinguishment  of the 8 7/8%
Senior  Secured  Notes,  consisting of the call premium on the notes and the net
write-off of deferred financing costs and existing  unamortized  premium related
to such notes. Such $21 million pre-tax charge will be recognized as a component
of our interest  expense.  See Note 5 to the Consolidated  Financial  Statements
included elsewhere in this prospectus.

                                      -35-

     Assuming interest rates and foreign currency exchange rates do not increase
significantly  from current  levels,  and ignoring the impact of the $21 million
charge related to the  redemption of our 8 7/8% Senior  Secured Notes,  interest
expense in the remainder of 2006 is expected to be less than the same periods of
2005 due primarily to the effect of the  redemption of the 8 7/8% Senior Secured
Notes and the issuance of the old notes,  which carries a lower yield than the 8
7/8% Senior Secured Notes.

     At  March  31,  2006,   approximately   $460.2   million  of   consolidated
indebtedness,  principally  our Senior  Secured  Notes,  bears interest at fixed
interest  rates  averaging  8.9%  (December  31,  2005 - $453.8  with a weighted
average  interest  rate of  8.9%;  December  31,  2004 - $519.4  million  with a
weighted average interest rate of 8.9%;  December 31, 2003 - $356 million with a
weighted  average fixed interest rate of 8.9%).  The weighted  average  interest
rate on $14 million of outstanding variable rate borrowings at December 31, 2004
was 3.9%  (2003  and 2005 - none  outstanding).  See Note 6 to the  Consolidated
Financial Statements included elsewhere in this prospectus.

     As noted above,  we have a certain  amount of  indebtedness  denominated in
currencies  other  than the  U.S.  dollar.  See  "Quantitative  and  Qualitative
Disclosures About Market Risk."

     Provision  for Income  Taxes.  The  principal  reasons  for the  difference
between our effective income tax rates and the U.S. federal statutory income tax
rates are explained in Note 10 to the Consolidated Financial Statements included
elsewhere in this  prospectus.  Income tax rates vary by  jurisdiction  (country
and/or  state),  and  relative  changes  in the  geographic  mix of our  pre-tax
earnings can result in fluctuations in the effective income tax rate.

     Our income tax expense in 2005 includes the net non-cash effects of (i) the
aggregate  favorable  effects  of recent  developments  with  respect to certain
non-U.S.  income tax audits of Kronos,  principally in Belgium,  of $7.7 million
and (ii) the  unfavorable  effect with respect to the loss of certain income tax
attributes of Kronos in Germany of $17.5 million.

     At March 31, 2006, we had the equivalent of $597 million and $93 million of
income tax loss  carryforwards  for  German  corporate  and trade tax  purposes,
respectively.  At December 31, 2005,  we had the  equivalent of $593 million and
$104 million of income tax loss carryforwards for German corporate and trade tax
purposes,  respectively,  all of which have no  expiration  date.  As more fully
described in Note 10 to the Consolidated Financial Statements included elsewhere
in this  prospectus,  we had  previously  provided a  deferred  income tax asset
valuation  allowance against  substantially all of these tax loss  carryforwards
and other deductible temporary differences in Germany because we did not believe
they met the  "more-likely-than-not"  recognition criteria. During the first six
months of 2004, we reduced our deferred income tax asset valuation  allowance by
approximately $8.7 million, primarily as a result of utilization of these German
net operating loss  carryforwards,  the benefit of which had not previously been
recognized.  At June 30, 2004,  after  considering  all available  evidence,  we
concluded  that  these  German  tax  loss  carryforwards  and  other  deductible
temporary differences now met the  "more-likely-than-not"  recognition criteria.
Under applicable GAAP related to accounting for income taxes at interim periods,
a change in  estimate  at an  interim  period  resulting  in a  decrease  in the
valuation  allowance is segregated into two  components,  the portion related to
the remaining interim periods of the current year and the portion related to all
future years.  The portion of the valuation  allowance  reversal  related to the
former is recognized over the remaining interim periods of the current year, and
the portion of the  valuation  allowance  related to the latter is recognized at
the time the change in estimate is made.  Accordingly,  as of June 30, 2004,  we
reversed  $268.6  million of the  valuation  allowance  (the portion  related to
future  years),  and we reversed the remaining  $3.4 million during the last six
months of 2004. Because the benefit of such net operating loss carryforwards and
other deductible temporary  differences in Germany has now been recognized,  our
effective  income tax rate in 2005 is  expected  to be higher than what it would
have  otherwise  been,  although  our  future  cash  income tax rate will not be
affected  by the  reversal of the  valuation  allowance.  Prior to the  complete
utilization of such carryforwards,  it is possible that we might conclude in the
future  that  the  benefit  of such  carryforwards  would  no  longer  meet  the
more-likely-than-not  recognition  criteria, at which point we would be required
to  recognize  a valuation  allowance  against  the  then-remaining  tax benefit
associated with the carryforwards.

                                      -36-

     In  January  2004,  the  German  federal  government  enacted  new  tax law
amendments  that limit the annual  utilization of income tax loss  carryforwards
effective  January  1, 2004 to 60% of  taxable  income  after  the first  euro 1
million of taxable  income.  The new law will have a  significant  effect on our
cash tax  payments  in  Germany  going  forward,  the  extent  of which  will be
dependent upon the level of taxable income earned in Germany.

     During 2003, we reduced our deferred income tax asset  valuation  allowance
by an  aggregate  of  approximately  $6.7  million,  primarily  as a  result  of
utilization  of certain  income tax  attributes  for which the  benefit  had not
previously been  recognized.  In addition,  we recognized a $38.0 million income
tax benefit related to the net refund of certain prior year German income taxes.

     In October  2004,  the American  Jobs Creation Act of 2004 was enacted into
law.  The new law  contains  several  provisions  that could  impact  us.  These
provisions  provide  for,  among other  things,  a special  deduction  from U.S.
taxable  income  equal to a  stipulated  percentage  of  qualified  income  from
domestic production activities (as defined) beginning in 2005, and a special 85%
dividends  received  deduction for certain  dividends  received from  controlled
foreign  corporations.  Both of these  provisions  are  complex  and  subject to
numerous limitations.  In the third quarter of 2005, we determined that we would
not benefit from the special dividends  received  deduction.  See Note 10 to the
Consolidated Financial Statements included elsewhere in this prospectus.

     Accounting  Principles Newly Adopted in 2003, 2004, 2005 and 2006. See Note
15  to  the  Consolidated   Financial  Statements  included  elsewhere  in  this
prospectus.

     Defined Benefit Pension Plans. We maintain  various defined benefit pension
plans in Europe. See Note 11 to the Consolidated  Financial  Statements included
elsewhere in this prospectus.

     We  account  for our  defined  benefit  pension  plans  using  SFAS No. 87,
"Employer's Accounting for Pensions." Under SFAS No. 87, defined benefit pension
plan expense and prepaid and accrued pension costs are each recognized  based on
certain  actuarial  assumptions,  principally  the assumed  discount  rate,  the
assumed  long-term  rate of return on plan  assets and the  assumed  increase in
future compensation  levels. We recognized  consolidated defined benefit pension
plan expense of $5.8 million in 2003, $10.4 million in 2004 and $11.5 million in
2005. The amount of funding requirements for these defined benefit pension plans
is generally based upon applicable  regulations (such as ERISA in the U.S.), and
will  generally  differ from pension  expense  recognized  under SFAS No. 87 for
financial  reporting  purposes.  We made aggregate  contributions  to all of our
plans of $10.2 million in 2003, $11.7 million in 2004 and $13.3 million in 2005.

     The  discount  rates we utilize for  determining  defined  benefit  pension
expense and the related pension  obligations are based on current interest rates
earned on long-term  bonds that receive one of the two highest  ratings given by
recognized  rating agencies in the applicable  country where the defined benefit
pension  benefits  are  being  paid.  In  addition,   we  receive  advice  about
appropriate discount rates from our third-party actuaries, who may in some cases
utilize  their own market  indices.  The discount  rates are adjusted as of each
valuation date (September 30th) to reflect  then-current  interest rates on such
long-term bonds. Such discount rates are used to determine the actuarial present
value of the  pension  obligations  as of December  31st of that year,  and such
discount  rates are also used to  determine  the  interest  component of defined
benefit pension expense for the following year.

     At December 31, 2005,  approximately  79% and 17% of the projected  benefit
obligation related our plans in Germany and Norway, respectively. We use several
different  discount rate  assumptions in determining  our  consolidated  defined
benefit pension plan obligations and expense because we maintain defined benefit
pension  plans in several  different  countries in Europe and the interest  rate
environment differs from country to country.

     We used the following discount rates for our defined benefit pension plans:


                                                        Discount rates used for:
                   ----------------------------------------------------------------------------------------------------
                             Obligations at                     Obligations at                   Obligations at
                         December 31, 2003 and              December 31, 2004 and              December 31, 2005 and
                             expense in  2004                  expense in 2005                   expense in 2006
                   -----------------------------------  --------------------------------  -----------------------------

                                                                                               
  Germany                        5.3%                                 5.0%                              4.0%
  Norway                         5.5%                                 5.9%                              4.5%


                                      -37-

     The  assumed  long-term  rate of  return  on  plan  assets  represents  the
estimated  average rate of earnings  expected to be earned on the funds invested
or to be  invested  in the plans'  assets.  The funds are  provided  to fund the
benefit  payments  inherent in the  projected  benefit  obligations.  Unlike the
discount rate, which is adjusted each year based on changes in current long-term
interest  rates,  the assumed  long-term  rate of return on plan assets will not
necessarily  change based upon the actual,  short-term  performance  of the plan
assets in any given year.  Defined  benefit  pension  expense each year is based
upon the assumed  long-term  rate of return on plan assets for each plan and the
actual  fair  value  of the  plan  assets  as of  the  beginning  of  the  year.
Differences  between the expected return on plan assets for a given year and the
actual return are deferred and amortized  over future  periods based either upon
the expected average remaining service life of the active plan participants (for
plans for which  benefits  are still being  earned by active  employees)  or the
average  remaining life expectancy of the inactive  participants  (for plans for
which benefits are not still being earned by active employees).

     At December 31, 2005,  approximately 69% and 26% of the plan assets related
to our plans in Germany  and  Norway,  respectively.  We use  several  different
long-term  rates  of  return  on  plan  asset  assumptions  in  determining  our
consolidated  defined benefit  pension plan expense because we maintain  defined
benefit pension plans in several different  countries in Europe, the plan assets
in different  countries are invested in a different mix of  investments  and the
long-term  rates of return for  different  investments  differ  from  country to
country.

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

o    In Germany,  the  composition  of our plan assets is established to satisfy
     the  requirements of the German  insurance  commissioner.  The current plan
     asset  allocation at December 31, 2005 was 23% to equity  managers,  48% to
     fixed  income  managers  and 29% to real estate  (2004 - 23%,  48% and 29%,
     respectively).

o    In Norway,  we  currently  have a plan asset  target  allocation  of 14% to
     equity managers,  64% to fixed income managers and the remainder  primarily
     to cash and liquid  investments.  The expected long-term rate of return for
     such  investments is approximately  8%, 4.5% to 6% and 2.5%,  respectively.
     The plan asset  allocation at December 31, 2005 was 16% to equity managers,
     62% to fixed income managers and the remainder primarily to cash and liquid
     investments (2004 - 16%, 64% and nil, respectively).

o    We regularly  review our actual asset  allocation for each of our plans and
     will periodically rebalance the investments in each plan to more accurately
     reflect the targeted allocation when considered appropriate.

     Our assumed  long-term  rates of return on plan  assets for 2003,  2004 and
2005 were as follows:


                                   2003                 2004                   2005
                                   ----                 ----                   ----

                                                                      
  Germany                          6.5%                 6.0%                   5.5%
  Norway                           6.0%                 6.0%                   5.5%


     We currently  expect to utilize the same  long-term  rate of return on plan
asset  assumptions  in 2006 as we used in 2005 for purposes of  determining  the
2006 defined benefit pension plan expense.

     To the extent that a plan's particular  pension benefit formula  calculates
the pension benefit in whole or in part based upon future  compensation  levels,
the projected benefit  obligations and the pension expense will be based in part
upon expected increases in future compensation  levels. For all of our plans for
which the  benefit  formula is so  calculated,  we  generally  base the  assumed
expected increase in future compensation levels upon average long-term inflation
rates for the applicable country.

                                      -38-

     In  addition  to the  actuarial  assumptions  discussed  above,  because we
maintain  our defined  benefit  pension  plans  outside the U.S.,  the amount of
recognized defined benefit pension expense and the amount of prepaid and accrued
pension costs will vary based upon relative changes in foreign currency exchange
rates.

     As  discussed  above,  assumed  discount  rates  and rate of return on plan
assets are  re-evaluated  annually.  A reduction  in the assumed  discount  rate
generally  results in an actuarial loss, as the  actuarially-determined  present
value of  estimated  future  benefit  payments  will  increase.  Conversely,  an
increase in the assumed discount rate generally results in an actuarial gain. In
addition,  an actual return on plan assets for a given year that is greater than
the assumed return on plan assets results in an actuarial gain,  while an actual
return  on plan  assets  that is less  than the  assumed  return  results  in an
actuarial  loss.  Other actual  outcomes that differ from previous  assumptions,
such as  individuals  living longer or shorter than assumed in mortality  tables
which are also used to determine  the  actuarially-determined  present  value of
estimated future benefit payments, changes in such mortality table themselves or
plan amendments,  will also result in actuarial losses or gains. Under GAAP, all
of such actuarial gains and losses are not recognized in earnings currently, but
instead  are  deferred  and  amortized  into income in the future as part of net
periodic defined benefit pension cost. However, any actuarial gains generated in
future periods would reduce the negative  amortization  effect of any cumulative
unrecognized  actuarial  losses,  while any actuarial losses generated in future
periods  would  reduce  the  favorable  amortization  effect  of any  cumulative
unrecognized actuarial gains.

     During  2005,  all of our defined  benefit  pension  plans  generated a net
actuarial loss of $84.4 million. This actuarial loss resulted primarily from the
general  overall  reduction  in  the  assumed  discount  rates  as  well  as the
unfavorable  effect of using updated  mortality tables (which generally  reflect
individuals living longer than prior mortality tables used), partially offset by
an actual return on plan assets in excess of the assumed return.

     While  actuarial gains and losses are deferred and amortized into income in
future periods,  as discussed above, GAAP also requires that a minimum amount of
accrued pension cost be recognized in a statement of financial  position for any
plans for which the accumulated  benefit  obligation is less than the fair value
of plan  assets.  To the extent GAAP  accounting  would  otherwise  result in an
accrued pension cost balance for such plans that was less than the excess of the
aggregate  accumulated  benefit  obligation  over the value of the related  plan
assets,  GAAP then requires that such excess be recognized as a component of the
consolidated  accrued pension cost,  with the offset to such additional  accrued
pension  cost  (commonly  referred  to as  an  "additional  minimum  liability")
recognized (i) first as an intangible asset up to specified amounts (referred to
as  unrecognized  net pension  obligations"  in our balance  sheet and then (ii)
second as part of accumulated other comprehensive income (loss). At December 31,
2005,  and primarily as a result of the aggregate  $84.4 million  actuarial loss
generated during 2005 as discussed  above, the amount of the additional  minimum
liability required to be recognized by us increased by approximately $81 million
at  December  31,  2005 as  compared  to  December  31,  2004.  As a result,  we
recognized  aggregate  accrued  pension cost (current and  noncurrent) of $136.1
million at December 31, 2005 as compared to $57.0 million at December 31, 2004.

     Based  on  the  actuarial  assumptions  described  above  and  our  current
expectation  for what actual  average  foreign  currency  exchange rates will be
during 2006, we expect our defined benefit pension expense will  approximate $17
million  in 2006.  In  comparison,  we expect to  contribute  approximately  $12
million to our plans during 2006.

     As noted above,  defined benefit pension expense and the amounts recognized
as prepaid and accrued  pension costs are based upon the  actuarial  assumptions
discussed above. We believe all of the actuarial assumptions used are reasonable
and appropriate.  If we had lowered the assumed discount rate by 25 basis points
for all of our plans as of December 31, 2005,  our aggregate  projected  benefit
obligations would have increased by approximately $12.7 million, and our defined
benefit  pension  expense  would be expected to increase by  approximately  $1.6
million  during 2006.  Similarly,  if we lowered the assumed  long-term  rate of
return on plan  assets by 25 basis  points  for all of our  plans,  our  defined
benefit  pension expense would have increased by  approximately  $500,000 during
2006.

Foreign Operations

     Our operations  are located in Europe where the functional  currency is not
the U.S. dollar. As a result, the reported amount of our assets and liabilities,
and therefore our consolidated net assets,  will fluctuate based upon changes in
currency  exchange  rates.  At December 31, 2005, we had  substantial net assets
denominated in the euro, Norwegian kroner and United Kingdom pound sterling.

                                      -39-

Liquidity and Capital Resources

     Consolidated Cash Flows

     Our  consolidated  cash flows for each of the past three  years and for the
three months ended March 31, 2005 and 2006 are presented below:


                                                                                   Three months ended
                                                         Year ended December 31,        March 31,
                                                        ------------------------- --------------------
                                                         2003      2004      2005       2005      2006
                                                         ----      ----      ----       ----      ----
                                                                               (In millions)

                                                                                  
Operating activities                                   $ 104.8   $ 142.2    $  92.7    $  3.4    $  (5.0)
Investing activities                                     (31.7)    (34.2)     (35.8)     (4.3)      (3.3)
Financing activities                                     (54.9)   (129.9)      (8.5)       -          -
                                                       -------   -------    -------    ------    -------

Net cash provided (used) by operating,
    investing and financing activities                 $  18.2   $ (21.9)   $  48.4    $  (.9)   $  (8.3)
                                                       =======   =======    =======    ======    =======


     Summary.  Our primary  source of liquidity on an ongoing  basis is our cash
flows from  operating  activities,  which is generally  used to (i) fund capital
expenditures,  (ii) repay any  short-term  indebtedness  incurred  primarily for
working  capital  purposes and (iii)  provide for the payment of  dividends.  In
addition,  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. Also, we will from time-to-time sell assets outside
the ordinary course of business, the proceeds of which are generally used to (i)
repay  existing  indebtedness   (including  indebtedness  which  may  have  been
collateralized  by the assets sold),  (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.

     Operating  Activities.  The TiO2  industry  is  cyclical,  and  changes  in
economic  conditions within the industry  significantly  impact our earnings and
operating cash flows. Cash flow from operations is considered the primary source
of our  liquidity.  Changes in TiO2  pricing,  production  volume  and  customer
demand, among other things, could significantly affect our liquidity.  Trends in
cash flows from operating activities  (excluding the impact of significant asset
dispositions  and  relative  changes in assets and  liabilities)  are  generally
similar  to trends in our  earnings.  However,  certain  items  included  in the
determination  of net  income are  non-cash,  and  therefore  such items have no
impact on cash flows from operating  activities.  Non-cash items included in the
determination  of net income  include  depreciation  and  amortization  expense,
deferred income taxes and non-cash interest  expense.  Non-cash interest expense
consists of amortization of deferred financing costs.

     Certain other items included in the determination of net income may have an
impact on cash flows from operating activities,  but the impact of such items on
cash  flows from  operating  activities  will  differ  from their  impact on net
income. For example, the amount of periodic defined benefit pension plan expense
depends upon a number of factors,  including certain actuarial assumptions,  and
changes in such  actuarial  assumptions  will result in a change in the reported
expense. In addition, the amount of such periodic expense generally differs from
the outflows of cash required to be currently paid for such benefits.

     Relative changes in assets and liabilities generally result from the timing
of production,  sales, purchases and income tax payments.  Such relative changes
can  significantly  impact the  comparability  of cash flow from operations from
period to period,  as the income  statement  impact of such items may occur in a
different period from when the underlying cash transaction  occurs. For example,
raw  materials  may be  purchased  in one  period,  but the payment for such raw
materials may occur in a subsequent period. Similarly,  inventory may be sold in
one period,  but the cash collection of the receivable may occur in a subsequent
period.

                                      -40-

     Our  average  days  sales  outstanding  ("DSO")  increased  from 52 days at
December 31, 2005 to 64 days at March 31, 2006,  due to the timing of collection
on the higher accounts receivable balance at the end of March. At March 31, 2006
and December 31, 2005, the average number of days in inventory  ("DII") remained
consistent at 105 days.  Our DSO decreased  from 58 days at December 31, 2004 to
52 days at December 31, 2005, due to the timing of collections.  At December 31,
2005, the DII increased to 105 days from 99 days at December 31, 2004 due to the
effects of higher production volume and lower sales volume.

     Cash  flows  used in  operating  activities  increased  from  $3.4  million
provided  by  operating  activities  in the first  three  months of 2005 to $5.0
million of cash used in operating  activities in the first three months of 2006.
This  $8.4  million  increase  in cash  used  in  operating  activities  was due
primarily to the net effects of (i) lower net income of $5.1 million, (ii) lower
deferred income taxes of $3.4 million and (iii) a higher amount of net cash used
from relative changes in the Company's  inventories,  receivables,  payables and
accruals of $2.8  million in the first  three  months of 2006 as compared to the
first three months of 2005. Relative changes in accounts receivable are affected
by, among other things,  the timing of sales and the collection of the resulting
receivables.  Relative  changes in inventories and accounts  payable and accrued
liabilities  are  affected by,  among other  things,  the timing of raw material
purchases and the payment for such purchases and the relative difference between
production volumes and sales volumes.

     Cash flows provided from operating activities decreased from $142.2 million
in 2004 to $92.7 million in 2005. This $49.5 million  decrease was due primarily
to the net  effect of (i)  lower net  income  of  $266.2  million,  (ii)  higher
deferred  income  taxes of  $304.8  million,  (iii) a lower  amount  of net cash
provided from changes in our inventories,  receivables,  payables,  accruals and
accounts  with  affiliates of $60.3 million and (iv) higher cash paid for income
taxes of $43.8  million,  due  primarily  to  refunds  of income  taxes of $23.8
million received in 2004.

     Cash flows provided from operating activities increased from $104.8 million
in 2003 to $142.2 million in 2004. This $37.4 million increase was due primarily
to the net  effect of (i) higher  net  income of $244.2  million,  (ii) a larger
deferred income tax benefit of $312.7  million,  (iii) higher  depreciation  and
amortization expense of $4.1 million,  (iv) a higher amount of net cash provided
from changes in our inventories,  receivables,  payables,  accruals and accounts
with  affiliates  of $34.8 million and (v) higher cash received for income taxes
of $12.3  million,  which  included  refunds  of income  taxes of $11.5  million
received in 2003 and $23.8 million of refunds of income taxes received in 2004.

     Investing Cash Flows. Our capital  expenditures  were $4.8 million and $3.7
million in the first three months of 2005 and 2006, respectively.

     Our  capital  expenditures  were $31.5  million,  $33.7  million  and $39.5
million  in  2003,  2004 and  2005,  respectively.  In  addition,  we  purchased
additional shares of our  majority-owned  French subsidiary for $575,000 in 2004
and we received $3.5 million in 2005 from the sale of our passive  interest in a
Norwegian smelting operation.

     Our capital  expenditures  during the past three years include an aggregate
of approximately $14 million ($4 million in 2005) for our ongoing  environmental
protection and compliance programs.  Our estimated 2006 capital expenditures are
$37 million and include  approximately  $6 million in the area of  environmental
protection and compliance.

     Financing  Cash Flows.  During 2005,  we (i) repaid euro 10 million  ($12.9
million when repaid)  under our  three-year  euro 80 million  secured  revolving
credit  facility  (the  "European  Credit   Facility")  and  (ii)  entered  into
additional  capital  lease  agreements  for  certain  mining  equipment  for the
equivalent of approximately $4.4 million.

     During 2004, (i) we issued an additional euro 90 million  principal  amount
of our Senior  Secured  Notes at 107% of par  (equivalent  to $130  million when
issued)  and (ii) our  operating  subsidiaries  in  Germany,  Belgium and Norway
borrowed  an  aggregate  of euro 90 million  ($112  million  when  borrowed)  of
borrowings  under the European Credit  Facility,  of which euro 80 million ($100
million) were  subsequently  repaid.  See Note 6 to the  Consolidated  Financial
Statements included elsewhere in this prospectus.

                                      -41-

     In the fourth  quarter of 2004,  we  transferred  an  aggregate  euro 163.1
million ($209.5 million) to Kronos in return for two promissory notes.  Interest
on both notes is payable to us on a quarterly  basis at an annual rate of 9.25%.
Due to the  long-term  investment  nature  of  these  notes,  settlement  of the
intercompany notes receivable is not contemplated within the foreseeable future.
We currently  expect that settlement of the principal amount of these notes will
occur through a capital  transaction (i.e., a non-cash dividend to Kronos in the
form of a distribution  of such notes to Kronos).  Therefore,  we have presented
these notes as a separate  component of our stockholder's  equity. See Note 8 to
the Consolidated Financial Statements.

     In March 2003, our operating  subsidiaries  in Germany,  Belgium and Norway
borrowed euro 15 million ($16.1 million when  borrowed),  in April 2003,  repaid
NOK 80 million  ($11.0  million when  repaid) and in the third  quarter of 2003,
repaid euro 30.0 million ($33.9  million when repaid) under the European  Credit
Facility.

     We are amortizing deferred financing costs of $2.0 million paid in 2004 for
the 8 7/8% Senior Secured Notes and the European  Credit Facility over the lives
of the respective agreements. The balance is included in other noncurrent assets
as of December 31, 2005.

     Cash  dividends  paid during 2003 and 2004 totaled  $25.0 million and $60.0
million,  respectively.  (No dividends were paid in 2005).  The  declaration and
payment of future dividends is  discretionary,  and the amount,  if any, will be
dependent  upon our  results of  operations,  financial  condition,  contractual
restrictions and other factors deemed relevant by our board of directors.

     Provisions  contained in certain of our credit  agreements  could result in
the  acceleration of the applicable  indebtedness  prior to its stated maturity.
For  example,  certain  credit  agreements  allow the lender to  accelerate  the
maturity  of the  indebtedness  upon a change of  control  (as  defined)  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 assets consist primarily of investments in our operating  subsidiaries,
and our ability to service our parent level  obligations,  including  the notes,
depends in large part upon the  distribution  of earnings  of our  subsidiaries,
whether  in  the  form  of  dividends,   advances  or  payments  on  account  of
intercompany obligation,  or otherwise. None of our subsidiaries have guaranteed
the notes,  although we have pledged 65% of the common stock or other  ownership
interest of certain of our first-tier  operating  subsidiaries  as collateral of
the notes.

     Off-balance  Sheet  Financing.   Other  than  operating  lease  commitments
disclosed in Note 13 to the Consolidated Financial Statements included elsewhere
in this prospectus, we are not party to any material off-balance sheet financing
arrangements.

     Cash,  Cash  Equivalents,  Restricted  Cash and Restricted  Marketable Debt
Securities  and  Borrowing   Availability.   At  March  31,  2006,  we  and  our
subsidiaries had (i) current cash and cash equivalents aggregating $55.8 million
(ii)  current  restricted  cash  equivalents  of $951,000  and (iii)  noncurrent
restricted  marketable debt  securities of $2.6 million.  At March 31, 2006, our
outstanding  debt was  comprised  of (i)  $455.6  million  related to the 8 7/8%
Senior Secured Notes and (ii) approximately $4.6 million of other  indebtedness,
principally related to capital lease obligations at our Norwegian operations.

     Based upon our expectations  for the TiO2 industry and anticipated  demands
on our  cash  resources  as  discussed  herein,  we  expect  to have  sufficient
short-term  (defined  as the  twelve-month  period  ending  March 31,  2007) and
long-term  (defined as the five-year  period ending  December 31, 2010, the time
period for which we  generally  do  long-term  budgeting)  liquidity to meet our
obligations  including  operations,  capital  expenditures,   debt  service  and
dividends.  To the extent that actual developments differ from our expectations,
our liquidity could be adversely affected.

     Legal   Proceedings  and  Environmental   Matters.   See  Note  13  to  the
Consolidated  Financial  Statements  included  elsewhere in this  prospectus for
certain legal proceedings and environmental matters with respect to KII.

                                      -42-

     Foreign Operations.  As discussed above, our operations are located outside
the United States for which the functional currency is not the U.S. dollar. As a
result,  the  reported  amount of our  assets  and  liabilities  related  to our
operations, and therefore our consolidated net assets, will fluctuate based upon
changes in currency  exchange  rates.  At March 31, 2006, we had substantial net
assets  denominated  in the euro,  Norwegian  kroner  and United  Kingdom  pound
sterling.

     Other. We  periodically  evaluate our liquidity  requirements,  alternative
uses of capital,  capital needs and  availability of resources in view of, among
other  things,  our  dividend  policy,  debt  service  and  capital  expenditure
requirements  and estimated  future  operating  cash flows.  As a result of this
process,  we in the past have  sought,  and in the future  may seek,  to reduce,
refinance,  repurchase or restructure  indebtedness;  raise additional  capital;
issue  additional  securities;   restructure  ownership  interests;  modify  our
dividend  policy;  sell  interests in  subsidiaries  or other assets;  or take a
combination  of such steps or other  steps to manage our  liquidity  and capital
resources. In the normal course of our business, we may review opportunities for
the acquisition,  divestiture,  joint venture or other business  combinations in
the chemicals or other  industries,  as well as the  acquisition of interests in
related  companies.  In the  event of any  such  acquisition  or  joint  venture
transaction,  we may consider using available cash, issuing equity securities or
increasing our indebtedness to the extent permitted by the agreements  governing
our existing debt. See Note 6 to the Consolidated  Financial Statements included
elsewhere in this prospectus.

     Non-GAAP  Financial  Measures.  In an  effort  to  provide  investors  with
additional  information  regarding  our results as  determined  by GAAP, we have
disclosed  certain  non-GAAP   information  which  we  believe  provides  useful
information  to  financial  statement  users.  As discussed  above,  we disclose
percentage  changes in our  average  TiO2  prices in billing  currencies,  which
excludes the effects of foreign  currency  translation.  Such  disclosure of the
percentage  change in our average TiO2 selling  price in billing  currencies  is
considered a "non-GAAP"  financial  measure  under  regulations  of the SEC. The
disclosure  of the  percentage  change in our average TiO2 selling  prices using
actual foreign currency exchange rates prevailing during the respective  periods
is considered the most directly  comparable GAAP measure. We disclose percentage
changes in our average TiO2 prices in billing currencies because we believe such
disclosure  provides  useful  information to financial  statement users to allow
them to analyze such changes  without the impact of changes in foreign  currency
exchange  rates,  thereby  facilitating   period-to-period  comparisons  of  the
relative  changes  in  average  selling  prices in the  actual  various  billing
currencies.  Generally,  when the U.S.  dollar  either  strengthens  or  weakens
against other  currencies,  the percentage  change in average  selling prices in
billing currencies will be higher or lower,  respectively,  than such percentage
changes using actual exchange rates prevailing during the respective periods.

Summary of Debt and Other Contractual Commitments

     As  more  fully  described  in  the  Notes  to the  Consolidated  Financial
Statements  included  elsewhere  in this  prospectus,  we are a party to various
debt, lease and other agreements which contractually and unconditionally  commit
us to pay certain amounts in the future.  See Notes 6 and 12 to the Consolidated
Financial Statements included elsewhere in this prospectus.  The following table
summarizes   such   contractual   commitments  of  ours  and  our   consolidated
subsidiaries as of December 31, 2005 by the type and date of payment.

                                      -43-



                                                                      Payment due date
                                           ----------------------------------------------------------------------
                                                                                          2011 and
        Contractual commitment              2006         2007/2008       2009/2010          after        Total
-----------------------------------        -------      ----------      ----------       ----------     -------

                                                                        (In millions)

                                                                                         
Third-party indebtedness                 $    1.0        $    1.7        $   451.1       $     -        $   453.8

Interest payments on third-party
 indebtedness                                39.1            77.8             38.8              -           155.7

Operating leases                              3.3             4.6              2.7            21.0           31.6

Fixed asset acquisitions                      6.1              -                -               -             6.1

Estimated tax obligations                    21.8              -                -               -            21.8
                                         --------         -------         ---------       --------      ---------

                                         $   71.3         $  84.1         $   492.6       $   21.0      $   669.0
                                         ========         =======         =========       ========      =========


     The timing and amount  shown for our  commitments  related to  indebtedness
(principal  and interest),  operating  leases and fixed asset  acquisitions  are
based upon the contractual  payment amount and the contractual  payment date for
such commitments.  With respect to revolving credit facilities, the amount shown
for  indebtedness  is based upon the actual amount  outstanding  at December 31,
2005,  and the  amount  shown for  interest  for any  outstanding  variable-rate
indebtedness  is based upon the December 31, 2005 interest rate and assumes that
such variable-rate  indebtedness  remains  outstanding until the maturity of the
facility. The amount shown for income taxes is the consolidated amount of income
taxes  payable at December 31, 2005,  which is assumed to be paid during 2006. A
significant  portion of the amount shown for indebtedness  relates to our 8 7/8%
Senior Secured Notes ($449.3 million at December 31, 2005). Such indebtedness is
denominated in euros.  The 8 7/8% Senior Secured Notes were  refinanced in April
2006 with the 6 1/2% Senior  Secured Notes Due in 2013.  See  "Quantitative  and
Qualitative  Disclosures  About  Market  Risk"  and  Note 6 to the  Consolidated
Financial Statements included elsewhere in this prospectus.

     The above table does not reflect any amounts  that we might pay to fund our
defined  benefit  pension  plans,  as the timing  and amount of any such  future
fundings  are  unknown  and  dependent  on,  among  other  things,   the  future
performance of defined  benefit pension plan assets,  interest rate  assumptions
and actual future retiree medical costs.  Such defined benefit pension plans are
discussed  above in greater  detail.  The above  table also does not reflect any
amounts that we might pay related to our asset  retirement  obligations,  as the
terms and amounts of such future  fundings are  unknown.  See Notes 11 and 15 to
the Consolidated Financial Statements included elsewhere in this prospectus.

Quantitative and Qualitative Disclosures About Market Risk

     General.  We are  exposed to market risk from  changes in foreign  currency
exchange rates,  interest rates and equity security prices. In the past, we have
periodically  entered into currency  forward  contracts,  interest rate swaps or
other  types of  contracts  in order to manage a portion  of our  interest  rate
market  risk.  Otherwise,  we do not  generally  enter  into  forward  or option
contracts to manage such market risks, nor do we enter into any such contract or
other type of derivative instrument for trading or speculative  purposes.  Other
than  as  described  below,  we were  not a party  to any  material  forward  or
derivative option contract related to foreign exchange rates,  interest rates or
equity  security prices at December 31, 2004 and 2005. See Notes 1 and 14 to the
Consolidated Financial Statements included elsewhere in this prospectus.

     Interest  Rates.  We are  exposed to market  risk from  changes in interest
rates,  primarily  related  to  indebtedness.  At  December  31,  2004 and 2005,
substantially  all of our  aggregate  indebtedness  was  comprised of fixed-rate
instruments.  The large  percentage of  fixed-rate  debt  instruments  minimizes
earnings  volatility  that would  result  from  changes in interest  rates.  The
following table presents  principal  amounts and weighted average interest rates
for our aggregate outstanding indebtedness at December 31, 2005. At December 31,
2004 and 2005, all outstanding fixed-rate indebtedness was denominated in euros,

                                      -44-

and  the  outstanding  variable  rate  borrowings  at  December  31,  2004  were
denominated  in  euros.  Information  shown  below  for  such  foreign  currency
denominated  indebtedness is presented in our U.S. dollar equivalent at December
31, 2005 using exchange rates of 1.18 U.S. dollars per euro.  Certain  Norwegian
kroner  denominated  capital  leases  totaling  $4.5  million  in 2005 have been
excluded from the table below.



                                                     Amount
                                             -----------------------
                                             Carrying           Fair       Interest       Maturity
                  Indebtedness                 value           value         rate           date
                ---------------              --------         ------       --------      ----------
                                                    (In millions)

Fixed-rate indebtedness -
  euro-denominated
                                                                                
   Senior Secured Notes                     $ 449.3          $ 463.6         8.9%           2009
                                            =======          =======


     At December 31, 2004,  euro-denominated fixed rate indebtedness  aggregated
$519.2 million (fair value - $549.1  million) with a  weighted-average  interest
rate of 8.9%.  Variable rate indebtedness at December 31, 2004 was $13.6 million
with a weighted average interest rate of 3.9%.

     Foreign Currency Exchange Rates. We are exposed to market risk arising from
changes in foreign  currency  exchange  rates as a result of  manufacturing  and
selling our products worldwide.  Earnings are primarily affected by fluctuations
in the value of the U.S. dollar  relative to the euro, the Norwegian  kroner and
the United Kingdom pound sterling.

     As described  above,  at December 31, 2005, we had the equivalent of $449.3
million of outstanding  euro-denominated  indebtedness (2004 - the equivalent of
$532.8 million of euro-denominated indebtedness).  The potential increase in the
U.S.  dollar  equivalent of the principal  amount  outstanding  resulting from a
hypothetical  10%  adverse  change  in  exchange  rates  at such  date  would be
approximately $44.4 million at December 31, 2005 (2004 - $52.4 million).

     Other. We believe that there may be a certain amount of  incompleteness  in
the sensitivity  analysis presented above. For example,  the hypothetical effect
of changes in exchange  rates  discussed  above ignores the potential  effect on
other variables  which affect our results of operations and cash flows,  such as
demand  for our  products,  sales  volumes  and  selling  prices  and  operating
expenses.  Accordingly,  the  amounts  presented  above are not  necessarily  an
accurate  reflection  of the  potential  losses  we  would  incur  assuming  the
hypothetical changes in exchange rates were actually to occur.

     The above  discussion and estimated  sensitivity  analysis  amounts include
forward-looking  statements of market risk which assume hypothetical  changes in
currency  exchange  rates.  Actual future market  conditions  will likely differ
materially from such assumptions.  Accordingly,  such forward-looking statements
should not be  considered to be  projections  by us of future  events,  gains or
losses.

                                      -45-

                                    BUSINESS

     Kronos  International,  Inc.  was  incorporated  in the State of  Delaware,
U.S.A. on December 22, 1988, and is registered in the Commercial Register of the
Federal  Republic of Germany.  Our principal place of business is in Leverkusen,
Germany. We are a wholly-owned subsidiary of Kronos. We conduct Kronos' European
value-added TiO2 operations.

     At March 31, 2006, (i) Valhi,  Inc. and a wholly-owned  subsidiary of Valhi
held  approximately  59% of Kronos'  common stock and NL held  approximately  an
additional 36% of Kronos'  common stock,  (ii) Valhi held  approximately  83% of
NL's outstanding common stock and (iii) Contran Corporation and its subsidiaries
held approximately 92% of Valhi's outstanding common stock. 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 of which Mr. Simmons
is sole trustee,  or is held by Mr. Simmons or persons or other entities related
to Mr. Simmons.  Consequently, Mr. Simmons may be deemed to control each of such
companies.

Industry

     Titanium  dioxide  pigments  are  inorganic   chemical  products  used  for
imparting  whiteness,  brightness  and  opacity to a diverse  range of  customer
applications and end-use markets, including coatings,  plastics, paper and other
industrial  and  consumer  "quality-of-life"  products.  TiO2  is  considered  a
"quality-of-life"  product  with demand  affected by gross  domestic  product in
various  regions of the world.  TiO2,  the largest  commercially-used  whitening
pigment  by  volume,  derives  its  value  from  its  whitening  properties  and
opacifying ability (commonly referred to as hiding power). As a result of TiO2's
high  refractive  index rating,  it can provide more hiding power than any other
commercially  produced white pigment. In addition,  TiO2 demonstrates  excellent
resistance  to  chemical  attack,  good  thermal  stability  and  resistance  to
ultraviolet  degradation.  TiO2 is supplied to  customers  in either a powder or
slurry form.

     Per capita  consumption of TiO2 in the United States and Western Europe far
exceeds  that in other areas of the world,  and these  regions  are  expected to
continue  to be the  largest  consumers  of TiO2.  Significant  regions for TiO2
consumption  could  emerge  in  Eastern  Europe,  the Far  East or  China as the
economies in these regions develop to the point that  quality-of-life  products,
including TiO2, experience greater demand.  Geographic  information is contained
in Note 2 to the Consolidated  Financial  Statements  included elsewhere in this
prospectus.

Products and Operations

     TiO2 is produced in two  crystalline  forms:  rutile and anatase.  Both the
chloride and sulfate production processes (discussed below) produce rutile TiO2.
Chloride process rutile is preferred for the majority of customer  applications.
From a technical  standpoint,  chloride process rutile has a bluer undertone and
higher  durability  than  sulfate  process  rutile TiO2.  Although  many end-use
applications  can use either form of TiO2,  chloride  process rutile TiO2 is the
preferred  form  for use in  coatings  and  plastics,  the two  largest  end-use
markets.  Anatase TiO2,  which is produced  only through the sulfate  production
process,  represents a much smaller  percentage of annual global TiO2 production
and is preferred for use in selected paper, ceramics, rubber tires, and man-made
fibers, food and cosmetics.

     We believe that there are no  effective  substitutes  for TiO2.  Extenders,
such as kaolin clays, calcium carbonate and polymeric opacifiers,  are used in a
number of  end-used  markets as white  pigments,  however  the  opacity in these
products is not able to duplicate the performance  characteristics  of TiO2, and
we believe these products are unlikely to replace TiO2.

     We currently  produce over 40 different TiO2 grades,  sold under the Kronos
trademark,  which provide a variety of performance properties to meet customers'
specific  requirements.  Our major customers  include domestic and international
paint, plastics and paper manufacturers.

     Along with our  distributors  and  agents,  we sell and  provide  technical
services for our products to over 3,000  customers in over 100  countries,  with
the majority of sales in Europe. TiO2 is distributed by rail and truck in either

                                      -46-

dry or  slurry  form and by  ocean  carrier  in dry  form.  Kronos,  KII and our
predecessors  have  produced and marketed  TiO2 in North  America and Europe for
over  80  years.  We  believe  we  have  developed  considerable  expertise  and
efficiency in the manufacture, sale, shipment and service of our products.

     Sales of TiO2  represented  about 87% of our total sales in 2005.  Sales of
other products, complementary to our TiO2 business, comprise the following:

o    We own an  ilmenite  mine in Norway  and  operate  the mine  pursuant  to a
     governmental  concession with an unlimited term. Ilmenite is a raw material
     used directly as a feedstock by some sulfate-process TiO2 plants, including
     all of our European sulfate-process plants. The mine has estimated reserves
     that  are  expected  to  last  at  least  50  years.   Ilmenite   sales  to
     third-parties represented approximately 6% of our consolidated net sales in
     2005.

o    We manufacture  and sell  iron-based  chemicals,  which are by-products and
     processed  by-products  of  the  TiO2  pigment  production  process.  These
     co-product  chemicals are marketed  through our Ecochem  division,  and are
     used  primarily  as  treatment  and  conditioning   agents  for  industrial
     effluents and municipal  wastewater  as well as in the  manufacture  of ore
     pigments,  cement and agricultural  products.  Sales of iron-based chemical
     products were about 6% of sales in 2005.

o    We  manufacture  and sell  certain  titanium  chemical  products  (titanium
     oxychloride and titanyl sulfate),  which are side-stream  products from the
     production of TiO2. Titanium oxychloride is used in specialty  applications
     in the formulation of pearlescent  pigments,  production of  electroceramic
     capacitors for cell phones and other  electronic  devices.  Titanyl sulfate
     products  are  used  primarily  in  pearlescent  pigments.  Sales  of these
     products were about 1% of sales in 2005.

Manufacturing Process and Raw Materials

     We  manufacture  TiO2  using  both the  chloride  process  and the  sulfate
process.  Approximately 65% of our current  production  capacity is based on the
chloride process. The chloride process is a continuous process in which chlorine
is used to  extract  rutile  TiO2.  The  chloride  process  typically  has lower
manufacturing  costs than the sulfate process due to higher yield and production
of less waste and lower energy requirements and labor costs. Because much of the
chlorine is recycled and feedstock  bearing a higher  titanium  content is used,
the chloride process  produces less waste than the sulfate process.  The sulfate
process is a batch  chemical  process that uses  sulfuric  acid to extract TiO2.
Sulfate  technology  can  produce  either  anatase  or rutile  pigment.  Once an
intermediate  TiO2  pigment has been  produced by either the chloride or sulfate
process,   it  is   "finished"   into   products   with   specific   performance
characteristics   for  particular  end-use   applications   through  proprietary
processes  involving  various chemical surface  treatments and intensive milling
and micronizing.  Due to environmental factors and customer considerations,  the
proportion of TiO2 industry sales represented by  chloride-process  pigments has
increased  relative to  sulfate-process  pigments and in 2005,  chloride-process
production facilities represented approximately 64% of industry capacity.

     We produced a company record 335,000 metric tons of TiO2 in 2005,  compared
to 328,000  metric tons  produced in 2004 and 320,000  metric tons in 2003.  Our
average production  capacity  utilization rate was near full capacity in each of
2003, 2004 and 2005. The amount we produced in 2004 and 2005 was higher than the
respective  prior  year due in part to  debottlenecking  activities,  with  only
moderate  capital  expenditures.  We believe that our current annual  attainable
production  capacity for 2006 is  approximately  345,000 metric tons,  with some
slight  additional   capacity  available  in  2007  through  Kronos'  continuing
debottlenecking efforts.

     The primary raw materials used in the TiO2 chloride  production process are
titanium-containing   feedstock,  chlorine  and  coke.  Chlorine  and  coke  are
available from a number of suppliers. Titanium-containing feedstock suitable for
use in the chloride process is available from a limited but increasing number of
suppliers  around the world,  principally  in Australia,  South Africa,  Canada,
India and the United States. We purchased  approximately  260,000 metric tons of
chloride feedstock in 2005, of which the vast majority was slag.

                                      -47-

     In 2005, we purchased chloride process grade slag through Kronos (US), Inc.
("KUS"),  another  wholly-owned  subsidiary of Kronos,  from a subsidiary of Rio
Tinto plc UK - Richards  Bay Iron and  Titanium  Limited  South  Africa  under a
long-term supply contract that expires at the end of 2007. Natural rutile ore is
purchased primarily from Iluka Resources,  Limited (Australia) under a long-term
supply  contract  that  expires at the end of 2009.  We and KUS do not expect to
encounter   difficulties  obtaining  long-term  extensions  to  existing  supply
contracts  prior to the  expiration of the  contracts.  Raw materials  purchased
under these  contracts and extensions  thereof are expected to meet our chloride
feedstock requirements over the next several years.

     The primary raw materials used in the TiO2 sulfate  production  process are
titanium-containing  feedstock derived primarily from rock and sand ilmenite and
sulfuric  acid.   Sulfuric  acid  is  available  from  a  number  of  suppliers.
Titanium-containing  feedstock  suitable  for  use in  the  sulfate  process  is
available from a limited number of suppliers  around the world.  Currently,  the
principal  active sources are located in Norway,  Canada,  Australia,  India and
South   Africa.   As  one  of  the  few   vertically-integrated   producers   of
sulfate-process  pigments,  we own and operate a rock  ilmenite  mine in Norway,
which  provided all of our feedstock for our  sulfate-process  pigment plants in
2005. We produced approximately 816,000 metric tons of ilmenite in 2005 of which
approximately 317,000 metric tons were used internally,  with the remainder sold
to third parties.

     The number of sources of, and  availability  of,  certain raw  materials is
specific to the particular  geographic region in which a facility is located. As
noted above,  through KUS we purchase  titanium-bearing  ore from two  different
suppliers in different  countries under multiple-year  contracts.  Political and
economic  instability  in  certain  countries  from  which we  purchase  our raw
material  supplies could  adversely  affect the  availability of such feedstock.
Should our vendors not be able to meet their  contractual  obligations or should
we be otherwise  unable to obtain  necessary raw materials,  we may incur higher
costs for raw materials or may be required to reduce  production  levels,  which
may have a  material  adverse  effect on our  consolidated  financial  position,
results of operations or liquidity.

   The following table summarizes our raw materials procured or mined in 2005:


                                                              Quantities of Raw Materials Procured or Mined
Production Process/Raw Material                                       (In thousands of metric tons)
----------------------------------------------------          ------------------------------------------------

Chloride process plants - purchased slag or natural
                                                                                  
   rutile ore                                                                        259

Sulfate process plants:
   Mined raw ilmenite ore mined internally                                           317




Competition

     The TiO2 industry is highly competitive.  We compete primarily on the basis
of price,  product quality and technical  service,  and the availability of high
performance  pigment  grades.   Although  certain  TiO2  grades  are  considered
specialty  pigments,  the  majority of our grades and  substantially  all of our
production are considered commodity pigments with price generally being the most
significant  competitive factor. We believe we are the leading seller of TiO2 in
Germany and are among the  leading  marketers  in the  Benelux and  Scandinavian
markets. We had an estimated 8% of worldwide TiO2 sales volume in 2005. Overall,
we are Europe's second largest producer of TiO2.

     Our (along  with  KUS's and  Kronos  Canada  Inc.'s,  another  wholly-owned
subsidiary of Kronos),  principal competitors are E.I. du Pont de Nemours & Co.;
Millennium Chemicals, Inc.; Tronox Incorporated; Huntsman International Holdings
LLC;  and  Ishihara  Sangyo  Kaisha,  Ltd.  Our five  largest  competitors  have
estimated  individual shares of TiO2 production  capacity ranging from 4% to 24%
and an estimated aggregate 70% share of worldwide TiO2 production volume.

     Worldwide capacity additions in the TiO2 market resulting from construction
of greenfield plants require  significant  capital  expenditures and substantial
lead time (typically three to five years in our experience). We are not aware of

                                      -48-

any greenfield  plant under  construction  in the United  States,  Europe or any
other part of the world.  A competitor  has  announced  its intention to build a
greenfield  facility in China, and it is not clear when  construction will begin
and we do not  believe  that it is likely that any  product  would be  available
until 2010, at the earliest.

     During 2004,  certain  competitors  either  idled or shut down  facilities.
However,  we expect  industry  capacity will increase as we and our  competitors
continue to  debottleneck  existing  facilities.  We expect the  average  annual
increase in industry  capacity from announced  debottlenecking  projects will be
less than the  average  annual  demand  growth for TiO2 during the next three to
five years.  However,  future increases in the TiO2 industry production capacity
and  future  average  annual  demand  growth  rates  for  TiO2  may not meet our
expectations.   If  actual  developments  differ  from  our  expectations,   our
performance could be unfavorably affected.

Research and Development

     Our expenditures for research and development and certain technical support
programs  were  approximately  $7  million  in 2003,  $8  million in 2004 and $9
million in 2005. Research and development  activities are conducted  principally
at our Leverkusen,  Germany  facility.  Research and development  activities are
directed  primarily  toward  improving both the chloride and sulfate  production
processes,  improving product quality and strengthening our competitive position
by developing new pigment applications.

     We  continually  seek to improve the  quality of our grades,  and have been
successful at developing  new grades for existing and new  applications  to meet
the needs of customers and increase product life cycle. Since 1999, thirteen new
grades  have  been  added for  plastics,  coatings,  fiber  and  paper  laminate
applications.

Patents and Trademarks

     We believe that our patents held for products and production  processes are
important to our continuing business  activities.  We seek patent protection for
our technical developments, principally in the United States, Canada and Europe,
and from time to time enter into licensing  arrangements with third parties. Our
existing patents generally have a term of 20 years from the date of filing,  and
have  remaining  terms  ranging  from one to 19 years.  We seek to  protect  our
intellectual property rights, including our patent rights, and from time to time
we are engaged in disputes  relating to the protection  and use of  intellectual
property relating to our products.

     Our major trademarks,  including  Kronos,  are protected by registration in
the United States and elsewhere  with respect to those  products we  manufacture
and  sell.  We also  rely on  unpatented  proprietary  know-how  and  continuing
technological  innovation  and other trade  secrets to develop and  maintain our
competitive  position.  Our chloride  production process is an important part of
our  technology,  and our business could be harmed if we should fail to maintain
confidentiality of our trade secrets used in this process.

Foreign Operations

     Our chemical  businesses  have  operated in the European  markets since the
1920s.  Our  current  production  capacity  is  located  in Europe  with our net
property and equipment  aggregating  approximately  $348.8  million at March 31,
2006.  Our  operations  include  production  facilities in Germany,  Belgium and
Norway and sales and distribution facilities in England, France, Denmark and the
Netherlands.  Approximately  $690 million of our 2005 consolidated sales were to
European  customers,  and approximately  $161 million were to customers in areas
other than Europe,  including approximately $52 million of sales to customers in
the U.S. through our affiliates.  Foreign operations are subject to, among other
things, currency exchange rate fluctuations,  and our results of operations have
in the past been both  favorably and  unfavorably  affected by  fluctuations  in
currency  exchange rates.  Effects of fluctuations in currency exchange rates on
our results of operations are discussed  above in  "Management's  Discussion and
Analysis of Financial Condition and Results of Operations."

     Political and economic  uncertainties  in certain of the countries in which
we operate may expose us to risk of loss.  We do not believe  there is currently
any  likelihood  of material  loss through  political  or economic  instability,
seizure,  nationalization or similar event. We cannot predict,  however, whether

                                      -49-

events  of  this  type  in the  future  could  have  a  material  effect  on our
operations.  Our  manufacturing  and  mining  operations  are  also  subject  to
extensive and diverse environmental  regulation in each of the foreign countries
in which they operate. See "-Regulatory and Environmental Matters."

Customer Base and Annual Seasonality

     We  believe  that  neither  our  aggregate  sales  nor  those of any of our
principal  product groups are  concentrated in or materially  dependent upon any
single  customer or small  group of  customers.  Our  largest  ten TiO2  pigment
customers, excluding sales to Kronos and affiliates, accounted for approximately
20% of sales in 2005.  Neither  our  business  as a whole nor that of any of our
principal product groups is seasonal to any significant  extent.  Due in part to
the  increase  in paint  production  in the spring to meet the spring and summer
painting season demand, TiO2 sales are generally higher in the first half of the
year than in the second half of the year.

Employees

     As of March 31,  2006,  we employed  approximately  1,950  persons.  Hourly
employees in European  production  facilities  are  represented  by a variety of
labor unions,  with labor agreements having various  expiration dates. Our union
employees  are  covered  by  master  collective  bargaining  agreements  in  the
chemicals  industry  that are  renewed  annually.  We  believe  that  our  labor
relations are good.

Regulatory and Environmental Matters

     Our operations are governed by various  environmental laws and regulations.
Certain  of  our  businesses  are,  or  have  been,  engaged  in  the  handling,
manufacture  or use of substances or compounds  that may be considered  toxic or
hazardous  within the meaning of  applicable  environmental  laws. As with other
companies  engaged  in  similar  businesses,  certain  of our past  and  current
operations  and  products  have the  potential to cause  environmental  or other
damage.  We have  implemented  and  continue to implement  various  policies and
programs  in an  effort to  minimize  these  risks.  Our  policy is to  maintain
compliance  with  applicable  environmental  laws  and  regulations  at all  our
facilities  and to  strive  to  improve  our  environmental  performance.  It is
possible that future developments such as stricter requirements in environmental
laws and enforcement policies thereunder, could adversely affect our production,
handling,  use,  storage,  transportation,  sale or disposal of such substances.
This could impact our consolidated financial position,  results of operations or
liquidity.

     While the laws  regulating  operations of  industrial  facilities in Europe
vary from country to country,  a common regulatory  framework is provided by the
European Union (the "EU").  Germany and Belgium are members of the EU and follow
its  initiatives.   Norway,  although  not  a  member,  generally  patterns  its
environmental  regulatory actions after the EU. We believe that we have obtained
all  required  permits and are in  substantial  compliance  with  applicable  EU
requirements.

     We recycle weak sulfuric acid either  through  contracts with third parties
or using our own  facilities at our sulfate plant  facilities in Leverkusan  and
Nordenham, Germany. At our Fredrikstad,  Norway plant, we ship our spent acid to
a third-party location where it is treated and disposed. We have a contract with
a third party to treat certain  sulfate-process  effluents at our German sulfate
plants.  With  regard to the  German  plants,  either  party may  terminate  the
contract  after  giving  three or four years  advance  notice,  depending on the
contract.

     We are also involved in various other environmental,  contractual,  product
liability and other claims and disputes incidental to our business.

     From  time  to  time,  our  facilities  may  be  subject  to  environmental
regulatory  enforcement  under  various  non-U.S.  statutes.  Resolution of such
matters   typically   involves  the   establishment   of  compliance   programs.
Occasionally,  resolution  may result in the payment of  penalties,  but to date
such penalties have not involved amounts having a material adverse effect on our
consolidated financial position,  results of operations or liquidity. We believe
that  all  of  our  plants  are  in  substantial   compliance   with  applicable
environmental laws.

     Our capital  expenditures related to our ongoing  environmental  protection
and  improvement  programs  in  2005  were  approximately  $4  million,  and are
currently expected to be approximately $6 million in 2006.

                                      -50-

Properties

     During 2005, we operated four TiO2 plants (one in Leverkusen,  Germany; one
in Nordenham,  Germany;  one in Langerbrugge,  Belgium;  and one in Fredrikstad,
Norway).  TiO2 is produced  using the  chloride  process at the  Leverkusen  and
Langerbrugge  facilities  and is  manufactured  using  the  sulfate  process  in
Nordenham,  Leverkusen  and  Fredrikstad.  Our  co-products  are produced at our
Norwegian and Belgian  facilities and our titanium chemicals are produced at our
Belgian facility.

     We own all of our principal  production  facilities described above, except
for the land under the  Leverkusen  and  Fredrikstad  facilities.  The Norwegian
plant is  located on public  land and is leased  until  2013,  with an option to
extend the lease for an additional  50 years.  Our  principal  German  operating
subsidiary  leases  the land  under  its  Leverkusen  TiO2  production  facility
pursuant to a lease with Bayer AG that expires in 2050. The Leverkusen  facility
itself,  which  we own  and  which  represents  about  50% of our  current  TiO2
production capacity, is located within Bayer's extensive  manufacturing complex.
Rent for the land lease associated with our Leverkusen  facility is periodically
established by agreement with Bayer for periods of at least two years at a time.
Under a  separate  supplies  and  services  agreement  expiring  in 2011,  Bayer
provides  some  raw  materials,  including  chlorine,  auxiliary  and  operating
materials  and  utilities  and  services  necessary  to operate  the  Leverkusen
facility.

     We have under lease various corporate and administrative offices located in
Leverkusen,  Germany and Brussels,  Belgium and various sales offices located in
France, the Netherlands, Denmark and the United Kingdom.

     We believe the means of transportation access to our facilities,  which are
generally maintained by the applicable local governmental unit, are adequate for
our purposes.

Legal Matters

     We are involved in various  environmental,  contractual,  product liability
and other  claims and  disputes  incidental  to our  business.  The  information
contained in Note 13 to the Consolidated Financial Statements included elsewhere
in this prospectus is incorporated herein by reference.

                                      -51-

                                   MANAGEMENT

     The table below sets forth  information  about our  directors and executive
officers as of June 1, 2006.


                 Name                     Age             Principal Positions and Directorship
------------------------------------     -----   ----------------------------------------------------
                                        
Harold C. Simmons...................       75    Chairman of the Board and Chief Executive Officer
Dr. Ulfert Fiand....................       57    President, Manufacturing and Technology and Director
Dr. Henry Basson....................       64    President, Sales and Marketing and a Director
Volker Roth.........................       61    Vice President, Controller and Director
Andrew Kasprowiak...................       59    Vice President, Treasurer and Director
Robert D. Graham....................       50    Vice President and Assistant Secretary
Tim C. Hafer........................       44    Vice President and Assistant Controller
John A. St. Wrba....................       49    Vice President and Assistant Treasurer
Gregory M. Swalwell.................       49    Vice President, Finance and Chief Financial Officer
Kelly D. Luttmer....................       42    Vice President, Tax Director




     Harold C.  Simmons  has served as our  chairman of the board since 2004 and
chief  executive  officer since 2003. He has served as chairman of the board and
chief  executive  officer of Kronos since 2003.  Mr. Simmons has served as chief
executive  officer of NL since 2003 and  chairman of the board of NL since prior
to 2001.  He also has  served  as  chairman  of the  board  of  Titanium  Metals
Corporation ("TIMET") since November 2005, chief executive officer of TIMET from
November  2005 to January 2006 and vice chairman of the board of TIMET from 2004
to November 2005.  Mr. Simmons has been chairman of the board of Valhi,  Inc., a
parent  company of NL, and Contran  since prior to 2001 and was chief  executive
officer of Valhi from prior to 2001 to 2002.  Mr.  Simmons has been an executive
officer or director  of various  companies  related to Valhi and  Contran  since
1961.

     Dr.  Ulfert  Fiand  has  served  as  our  president  of  manufacturing  and
technology  and one of our  directors  since 2001 and has  served as  president,
manufacturing  and  technology  of Kronos since 2004.  He  previously  served as
senior vice  president,  manufacturing  and technology of Kronos since 2003. Dr.
Fiand joined us in 1988, and  previously  served as group leader and director of
chloride process  technology,  director of process technology and vice president
of production & process technology.  Dr. Fiand also serves as company manager of
Kronos Titan GmbH.

     Dr. Henry Basson has served as our president of sales and marketing and one
of our  directors  since 1997.  From 1992 to 1997,  Dr.  Basson was president of
Rheox  Europe,  a  former  subsidiary  of NL.  Prior to 1992,  Dr.  Basson  held
positions in sales, marketing and general management at Rohm and Haas Company.

     Volker Roth has served as our vice  president and controller and one of our
directors   since   1992.   Mr.   Roth  also   serves  as  company   manager  of
Unterstutzungskasse  Kronos  Titan GmbH,  Kronos  Titan GmbH and Kronos  Chemie,
GmbH, subsidiaries of Kronos.

     Andrew  Kasprowiak  joined us and our  affiliates in 1986 and has served as
our vice  president,  treasurer and director since 1998.  Prior to this time, he
served in various  positions with our affiliates,  including general manager and
European treasurer of Kronos World Services NV/SA.

     Robert D. Graham has served as our vice  president and assistant  secretary
since 2004. He has served as vice  president,  general  counsel and secretary of
Kronos since 2003,  vice  president,  general  counsel and secretary of NL since
2003 and as vice  president of Valhi and Contran since 2002.  From 1997 to 2002,
Mr. Graham served as an executive  officer,  and most recently as executive vice
president  and  general   counsel,   of  Software   Spectrum,   Inc.,  a  global
business-to-business software services provider that is currently a wholly-owned
subsidiary of Level 3 Communications, Inc., but from 1991 to 2002 was a publicly
traded corporation.  From 1985 to 1997, Mr. Graham was a partner in the law firm
of Locke Purnell Rain Harrell (A  Professional  Corporation),  a predecessor  to
Locke Liddell and Sapp LLP.

                                      -52-

     Tim C.  Hafer has served as our vice  president  and  assistant  controller
since June 2006 and vice  president  and  controller  of NL and Kronos since May
2006. He served as director - finance  control of NL and Kronos from 2003 to May
2006. From prior 2001 to 2003, he served as an assistant controller of Valhi and
Contran.

     John A. St. Wrba has served as our vice  president and assistant  treasurer
since 2004. He has served has served as vice  president of Kronos since 2004 and
treasurer  since 2003.  He has also served as vice  president  and  treasurer of
Valhi since 2005,  Contran since 2004 and NL since 2003.  He was NL's  assistant
treasurer from 2002 to 2003. He served as NL's assistant treasurer from prior to
1998 until 2000.  From 2000 until 2002,  he was  assistant  treasurer  of Kaiser
Aluminum & Chemical  Corporation,  a leading  producer  of  fabricated  aluminum
products.

     Gregory  M.  Swalwell  has  served as our  chief  financial  officer  since
February  2004 and vice  president,  finance  since 2003. He has served as chief
financial officer of Kronos and NL since 2004, vice president, finance of Kronos
and NL since 2003 and vice  president and  controller of Valhi and Contran since
prior to 2001.  Mr.  Swalwell has served in  accounting  positions  with various
companies related to Valhi and Contran since 1988.

     Kelly D.  Luttmer  has served as our vice  president,  tax  director  since
October 2004 and tax director  since 2003.  She has served as vice  president of
Kronos, CompX,  Contran,  Valhi and NL since 2004, tax director of Kronos and NL
since 2003 and tax  director of Valhi and Contran  since 1998.  Ms.  Luttmer has
served in tax accounting  positions with various  companies related to Valhi and
Contran since 1989.

Compensation of Directors

     During  2005,  no fees were paid to any director for service as a director.
Directors are reimbursed for reasonable  expenses incurred in attending board of
directors and committee meetings.

Summary of Cash and Certain Other Compensation of Executive Officers

     The summary compensation table below provides information concerning annual
and  long-term  compensation  paid or  accrued  by us and our  subsidiaries  for
services  rendered to us and our subsidiaries  during 2005, 2004 and 2003 by our
chief  executive  officer and four of our other  executive  officers  with total
salary and bonus, or charge to us or our subsidiaries pursuant to intercorporate
services agreements, in excess of $100,000 in 2005.

                                      -53-

                         SUMMARY COMPENSATION TABLE (1)


                                                                          Annual Compensation (2)
                        Name and                                 ------------------------------------------
                   Principal Position                 Year            Salary                   Bonus
-------------------------------------------------     ----       -----------------        -----------------

                                                                              
Harold C. Simmons (3)                                 2005       $       -0-              $      -0-
Chairman of the Board and Chief Executive Officer     2004               -0-                     -0-
                                                      2003               -0-                     -0-

Dr. Ulfert Fiand                                      2005           243,817 (4)             163,840 (4)(5)
President, Manufacturing and Technology               2004           209,664 (4)             153,044 (4)(5)
                                                      2003           173,786 (4)             121,650 (4)(5)

James W. Brown (3)(6)                                 2005           129,300 (3)                 -0- (3)
Vice President and Assistant Controller               2004           151,400 (3)                 -0-

John A. St. Wrba (3)                                  2005           120,100 (3)                 -0- (3)
Vice President and Assistant Treasurer                2004            27,700 (3)                 -0-

Kelly D. Luttmer                                      2005           102,300 (3)                 -0- (3)
Vice President, Tax Director                          2004            82,500 (3)                 -0-

-------------------

(1)  For the  periods  presented  for each  named  executive  officer,  no stock
     options or shares of restricted stock were granted to them nor payouts made
     to them pursuant to long-term  incentive plans. In addition for the periods
     presented,  none of the named executive  officers received any compensation
     from us that would be reportable under the all other  compensation  column.
     Therefore, the columns for such compensation have been omitted.

(2)  Other than Dr. Fiand,  no named  executive  officer  received  other annual
     compensation  from us or our  subsidiaries.  For  each of the  three  years
     presented, Dr. Fiand received an annual car allowance that is less than the
     amount required to be reported pursuant to SEC rules. Therefore, the column
     for other annual compensation has been omitted.

(3)  Ms.  Luttmer  and Messrs.  Simmons,  Brown and St.  Wrba are  employees  of
     Contran.  The amount shown in the summary  compensation table as salary for
     Ms.  Luttmer and Messrs.  Brown and St. Wrba  represents the portion of the
     fees we paid  pursuant  to an  intercorporate  services  agreement  between
     Kronos and Contran with respect to the  services  such officer  rendered to
     us. Each of Ms.  Luttmer  and Messrs.  Brown and St. Wrba became one of our
     executive officers in 2004.

(4)  Dr. Fiand receives his cash  compensation in euros. We report these amounts
     in the summary compensation table above in U.S. dollars based on an average
     exchange  rate for each of 2005,  2004 and 2003 of  $1.25356,  $1.2347  and
     $1.1212 per euro 1.00, respectively.

(5)  Represents amounts we paid pursuant to our share-in-performance plan.

(6)  Mr.  Brown  served as our vice  president  and  assistant  controller  from
     February  2004 to May 2006.  Mr.  Brown also served as vice  president  and
     controller of NL and Kronos from 2003 to May 2006.  In May 2006,  Mr. Brown
     was appointed vice president,  corporate finance for TIMET and concurrently
     ceased to serve as an effective officer of us, Kronos or NL.

                                      -54-

No Grants of Stock Options or Stock Appreciation Rights

     We did not grant any stock options or stock appreciation rights ("SARs") to
the  named  executive  officers  during  2005,  nor  did  any of our  parent  or
subsidiary companies.

Stock Option Exercises and Holdings

     The following table provides  information with respect to each of the named
executive  officers  concerning the aggregate amount the named executive officer
realized in 2005 upon the exercise of stock  options for NL common stock and the
value of unexercised stock options for common stock of our parent companies held
as of December 31, 2005.  Other than stock options  exercisable for NL and Valhi
common stock indicated below, no named executive  officer  exercised or held any
stock  options  exercisable  for common stock of any of our parent or subsidiary
companies. Neither we nor any or our parent or subsidiary companies have granted
any SARs. Neither Messrs.  Brown nor St. Wrba hold any stock options exercisable
for the common stock of any of our parent or subsidiary companies.

                  AGGREGATE STOCK OPTION EXERCISES IN 2005 AND
                         DECEMBER 31, 2005 OPTION VALUES




                                                                Number of Shares
                                Shares                              Underlying               Value of Unexercised
                               Acquired                         Unexercised Options at         In-the-Money Options
                                  on           Value          December 31, 2005 (#)        at December 31, 2005 (1)
                               Exercise        Value       ---------------------------   ---------------------------
            Name                 (#)         Realized      Exercisable   Unexercisable   Exercisable   Unexercisable
--------------------------    ----------     --------      -----------   -------------   -----------   -------------

Harold C. Simmons
                                                                                          
   NL Stock Options.......      2,000       $  30,795 (2)     4,000             -0-       $  22,214      $       -0-

Dr. Ulfert Fiand
   NL Stock Options.......      5,800          63,243 (2)        -0-         1,200               -0-          3,126

Kelly D. Luttmer
   Valhi Stock Options....         -0-             -0-       66,600             -0-         511,892              -0-

----------------------



(1)  The aggregate amount is based on the difference  between the exercise price
     of the  individual  stock options and the closing sales price of $18.50 per
     share for Valhi  common  stock and $14.09 per share for NL common  stock on
     December 31, 2005.

(2)  The amount realized is based on the difference  between average of the high
     and low sales price per share of the  underlying  NL common stock issued on
     the day of exercise and the exercise price per share.

Pension Plan

     Dr.   Fiand  is  eligible   to  receive  his  pension   through  the  Bayer
Pensionskasse  and the  Supplemental  Pension  Promise.  All of our employees in
Germany  (including  wage earners) who have  contributed  for five years and are
less than 55 years of age are covered by the Bayer Pensionskasse.  Each employee
contributes 2% of eligible  earnings  excluding bonus, up to the social security
contribution  ceiling  (currently  euro  62,400)  and  the  Bayer  Pensionskasse
provides a benefit of 44% of such employee's  accumulated  contributions (with a
minimum benefit of approximately  euro 13 per month).  The Supplemental  Pension
Promise also covers all of our employees in Germany who have completed ten years
of service. In Germany,  Kronos accrues 11.25% of participants'  eligible annual
earnings excluding bonus in excess of the social security  contribution ceiling,
up to a maximum of euro 109,200.  The  Supplemental  Pension Promise provides an
annual  retirement  benefit of 20% of all accruals made by us. Benefits for both
plans are payable upon  retirement  and the  attainment of ages specified in the
plans.  No amounts  were paid or  distributed  under these plans to Dr. Fiand in
2005. As of December 31, 2005, the estimated accrued annual benefit payable upon
normal retirement at normal retirement age for Dr. Fiand is euro 29,190.

                                      -55-

Compensation Committee Interlocks and Insider Participation

     Compensation  for the named  executive  officers  is set by the  management
development and compensation committee of the board of directors of Kronos. None
of the named  executive  officers or any other of our current or former officers
or employees served on this committee during 2005.

                                      -56-

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     We may be deemed to be controlled by Harold C. Simmons.  Corporations  that
may be deemed to be  controlled  by or  affiliated  with Mr.  Simmons  sometimes
engage in (a)  intercorporate  transactions  such as guarantees,  management and
expense  sharing   arrangements,   shared  fee  arrangements,   joint  ventures,
partnerships,  loans,  options,  advances of funds on open  account,  and sales,
leases and exchanges of assets,  including securities issued by both related and
unrelated parties and (b) common investment and acquisition strategies, business
combinations,  reorganizations,  recapitalizations,  securities repurchases, and
purchases and sales (and other  acquisitions and  dispositions) of subsidiaries,
divisions or other business units, which transactions have involved both related
and  unrelated  parties and have  included  transactions  which  resulted in the
acquisition by one related party of a publicly held minority  equity interest in
another  related party.  While no  transactions  of the type described above are
planned  or  proposed  with  respect  to us  other  than  as  set  forth  in the
Consolidated  Financial  Statements  included  elsewhere in this prospectus,  we
continuously  consider,  review and evaluate,  and understands  that Contran and
related entities consider, review and evaluate such transactions. Depending upon
the business,  tax and other  objectives  then relevant,  it is possible that we
might be a party to one or more such transactions in the future.

     It is our policy to engage in  transactions  with related parties on terms,
in our opinion,  no less  favorable to us than could be obtained from  unrelated
parties.

     Under the terms of  various  intercorporate  services  agreements  ("ISAs")
entered into between us and various  related  parties,  employees of one company
will provide  certain  management,  tax planning,  financial and  administrative
services  to the other  company  on a fee  basis.  Such  charges  are based upon
estimates of the time  devoted by the  employees of the provider of the services
to the affairs of the recipient and the compensation and associated  expenses of
such persons.  Because of the large number of companies affiliated with Contran,
Kronos and NL, we believe  that we benefit  from cost  savings and  economies of
scale gained by not having  certain  management,  financial  and  administrative
staffs duplicated at each entity,  thus allowing certain  individuals to provide
services to multiple companies but only be compensated by one entity.  These ISA
agreements are reviewed and approved by the applicable  independent directors of
the companies that are parties to the agreements.  The net ISA fee charged to us
was $1.5 million in 2003, $2.8 million in 2004 and $2.9 million in 2005.

     Sales of TiO2 to Kronos (US), Inc. ("KUS") and Kronos Canada,  Inc. ("KC"),
each of which is an affiliate,  aggregated  $68.7 million in 2003, $50.8 million
in 2004, $63.6 million in 2005 and $23.4 million in the first quarter of 2006.

     KUS purchases the rutile and slag  feedstock  used as a raw material in all
of our chloride process TiO2 facilities. We purchase such feedstock from KUS for
use in our  facilities  for an  amount  equal to the  amount  paid by KUS to the
third-party  supplier plus a 2.5%  administrative  fee. Such feedstock purchases
were $93.3 million in 2003,  $106.2 million in 2004,  $120.1 million in 2005 and
$18.9 million in the first quarter of 2006.

     Purchases  of TiO2 from KUS and KC  aggregated  approximately  $600,000  in
2003,  $4.2 million in 2004,  $600,000 in 2005 and $295,000 in the first quarter
of 2006.

     Royalty  income  received  from KC for use of certain  of our  intellectual
property  was $6.1 million in 2003,  $6.0 million in 2004,  $6.8 million in 2005
and $2.1 million in the first quarter of 2006.

     Tall Pines Insurance Company and EWI Re, Inc. provide for or broker certain
insurance  policies for Contran and certain of its  subsidiaries and affiliates,
including us. Tall Pines is a  wholly-owned  subsidiary  of Valhi,  and EWI is a
wholly-owned subsidiary of NL. Consistent with insurance industry practice, Tall
Pines and EWI receive  commissions  from insurance and reinsurance  underwriters
and/or assess fees for the policies  that they provide or broker.  The aggregate
premiums  we paid to Tall Pines  (including  amounts  paid to Valmont  Insurance
Company,  another  subsidiary  of Valhi that was merged into Tall Pines in 2004)
and EWI were $5.2 million in 2003,  $5.3  million in 2004,  $5.5 million in 2005
and $400,000 in the first quarter of 2006.  These amounts  principally  included
payments for insurance and reinsurance  paid to third parties,  but also include
commissions  paid to Tall Pines and EWI. Tall Pines  purchases  reinsurance  for
substantially all of the risk it underwriters.

                                      -57-

     Contran and  certain of its  subsidiaries  and  affiliates,  including  us,
purchase certain of their insurance  policies as a group,  with the costs of the
jointly-owned policies being apportioned among the participating companies. With
respect to certain of such policies,  it is possible that unusually large losses
incurred by one or more  insureds  during a given policy  period could leave the
other  participating  companies  without adequate coverage under that policy for
the  balance of the  policy  period.  As a result,  Contran  and  certain of its
subsidiaries and its affiliates,  including us, have entered into a loss sharing
agreement  under which any uninsured  loss is shared by those  entities who have
submitted claims under the relevant policy.  We believe the benefits in the form
of reduced premiums and broader coverage  associated with the group coverage for
such  policies  justifies the risk  associated  with the potential for uninsured
loss.

     Net amounts between us and KUS were generally  related to product sales and
raw material purchases.  Net amounts between us and KC were generally related to
product sales and royalties. See Note 8 to the Consolidated Financial Statements
included  elsewhere in this  prospectus for discussion of notes  receivable from
affiliates.

     Current  receivables  from and payables to affiliates are summarized in the
table below.


                                                        December 31,
                                                  ----------------------
                                                    2004          2005           March 31, 2006
                                                  --------      --------         --------------
                                                                (In thousands)

Current receivables from affiliates:
                                                                         
  KC                                             $   2,516     $    1,948         $    2,679
  KUS                                                  -             -                 1,538
  Other                                                  1              4               -
                                                 ---------     ----------         ----------

                                                 $   2,517     $    1,952         $    4,217
                                                 =========     ==========         ==========

Current payables to affiliates:
   KUS                                           $  11,033     $   14,882         $     -
   Kronos                                              -             -                    84
   NL                                                    9           -                  -
                                                 ---------     ----------         ----------

                                                 $  11,042     $   14,882         $       84
                                                 =========     ==========         ==========



     Interest  income on all loans to related  parties was less than  $50,000 in
2003, $2.8 million in 2004,  $18.9 million in 2005 and $4.5 million in the first
quarter of 2006.  Interest  expense on all loans from  related  parties was less
than $100,000 in 2003 and nil in 2004, 2005 and the first quarter of 2006.

                                      -58-


                          DESCRIPTION OF THE NEW NOTES

     We issued the old notes,  and will issue the new notes,  under an indenture
with The Bank of New  York,  as  trustee.  The  following  is a  summary  of the
material provisions of the indenture.  It does not include all of the provisions
of the  indenture.  We urge you to read the  indenture  because it defines  your
rights.  The terms of the new notes  include  those stated in the  indenture and
those made part of the  indenture  by reference  to the Trust  Indenture  Act of
1939, as amended.  We have filed the indenture as an exhibit to the registration
statement of which this  prospectus is a part, and incorporate by reference that
exhibit into this prospectus.  You can find  definitions of certain  capitalized
terms used in this description under "- Certain Definitions."

     The new notes will be our senior  obligations,  ranking equally in right of
payment with the old notes and all our other senior indebtedness.  The new notes
will be secured by a senior lien on 65% of the  capital  stock of each of Kronos
Limited (United  Kingdom),  Societe  Industrielle Du Titane,  S.A., Kronos Titan
GmbH and Kronos  Denmark ApS, each of which is one of our  first-tier  operating
subsidiaries, which is the same collateral that secures the old notes.

     We will issue the new notes in  fully-registered  form in  denominations of
euro 50,000 and integral euro 1,000  increments in excess  thereof.  The trustee
will  initially  act as paying agent and  registrar  for the new notes.  The new
notes may be presented for  registration or transfer and exchange at the offices
of the registrar. We may change any paying agent and registrar without notice to
holders of the notes.  We will pay principal and any premium on the new notes at
the trustee's corporate office in New York. At our option,  interest may be paid
at the  trustee's  corporate  trust office or by check mailed to the  registered
address of holders.  So long as the new notes are admitted to the Official  List
of the Luxembourg  Stock  Exchange,  we will maintain a special agent or, as the
case may be, a paying  and  transfer  agent in  Luxembourg.  Any old notes  that
remain outstanding after the completion of the exchange offer, together with the
new notes issued in  connection  with the exchange  offer,  will be treated as a
single class of securities under the indenture.

Principal, Maturity and Interest

     An aggregate  principal  amount of up to euro 400 million of new notes will
be issued in the  exchange  offer.  The new notes will mature on April 13, 2013.
Additional notes may be issued from time to time, subject to the limitations set
forth under "- Certain  Covenants  -  Limitation  on  Incurrence  of  Additional
Indebtedness."  Interest  on the new notes will accrue at the rate of 6 1/2% per
annum and will be payable  semiannually  in cash on each April 15 and October 15
to the persons who are registered  holders at the close of business on the April
1 and October 1 immediately  preceding  the  applicable  interest  payment date.
Interest  on the new  notes  will  accrue  from  the most  recent  date to which
interest has been paid or, if no interest has been paid,  from and including the
date of issuance.

     The new notes will not be entitled to the benefit of any mandatory  sinking
fund.

Redemption

     Optional  Redemption.  Except  as  described  below,  the new notes are not
redeemable before October 15, 2009. Thereafter, we may redeem all or some of the
notes at our option upon not less than 30 nor more than 60 days  notice,  at the
following  redemption  prices  (expressed as percentages of the principal amount
thereof)  if  redeemed  during the  twelve-month  period (or, in the case of the
period commencing on October 15, 2012,  six-month period)  commencing on October
15 of the year set forth below:

         Year                                                       Percentage
         ----                                                      ------------
         2009..................................................     103.250%
         2010..................................................     102.167%
         2011..................................................     101.083%
         2012 and thereafter...................................     100.000%

     In addition, we must pay accrued and unpaid interest on the notes redeemed.

                                      -59-

     Optional  Redemption upon Public Equity Offerings.  At any time on or prior
to April 15,  2009,  we have the option to use the net cash  proceeds of certain
public equity offerings to redeem up to 35% of the principal amount of the notes
at a redemption  price of 106.500% of the principal  amount thereof plus accrued
and unpaid interest thereon, if any, to the date of redemption; provided that:

o    at least  65% of the  principal  amount of the  notes  remains  outstanding
     immediately after any such redemption; and

o    we make such redemption not more than 90 days after the consummation of any
     such public equity offering.

     This right applies to  underwritten  public  offering of Qualified  Capital
Stock of KII or Kronos;  provided  that,  in the event of an offering by Kronos,
Kronos contributes to our equity capital the portion of the net cash proceeds of
such  offering  necessary to pay the  aggregate  redemption  price (plus accrued
interest to the date of redemption) of the notes to be redeemed.

     Optional  Redemption  upon a Change of Control.  At any time on or prior to
October 15,  2009,  we have the option to redeem all,  but not less than all, of
the notes upon the occurrence of any of the following events,  which we refer to
in this prospectus as a "Change of Control":

o    any sale, lease,  exchange or other transfer of all or substantially all of
     our assets to any person  other than the  persons  specified  as  permitted
     holders in the indenture;

o    the  approval  by  our  stockholders  of  any  plan  or  proposal  for  our
     liquidation or dissolution;

o    any person,  other than the persons  specified as permitted  holders in the
     indenture,  becoming the owner of shares  representing more than 50% of the
     aggregate  ordinary voting power  represented by our issued and outstanding
     capital stock; or

o    the  replacement  of a majority of our board of  directors  over a two-year
     period from the  directors  who  constituted  our board of directors at the
     beginning of such period,  unless such  replacement  has been approved by a
     vote of at least a majority of the board of directors  then still in office
     who either  were  members of the board at the  beginning  of such period or
     whose  election  as a member of the board was  previously  so  approved  or
     approved by the persons  specified as permitted holders in the indenture so
     long as these  permitted  holders then  beneficially  own a majority of our
     capital stock.

     The  redemption  price will be equal to the  principal  amount of the notes
plus a premium  as  specified  in the  indenture  plus any  accrued  but  unpaid
interest to the date of  redemption.  Another  person may pay the purchase price
and perform our obligations with respect to a redemption.  We will send a notice
of a  redemption  to each holder not less than 30 nor more than 60 days prior to
the date of  redemption  and in no event will this  notice be sent more than 180
days after the occurrence of a Change of Control.  We may give this notice prior
to the occurrence of the related Change of Control, and any redemption, purchase
or notice may, at our discretion,  be subject to the satisfaction of one or more
conditions precedent, including but not limited to the occurrence of the related
Change of Control.

Selection and Notice of Redemption

     If we choose to redeem less than all of the notes,  the trustee will select
the notes for redemption either:

o    in compliance with the  requirements of the principal  national  securities
     exchange, if any, on which the notes are listed; or

o    on a pro rata basis, by lot or by such method as the trustee deems fair and
     appropriate.

                                      -60-

     No notes of a  principal  amount of euro 1,000 or less will be  redeemed in
part;  provided  that no notes will be  redeemed in part if the  resulting  note
would have a denomination that is less than euro 50,000. If a partial redemption
is made with the proceeds of a public equity  offering,  the trustee will select
the  notes  only on a pro  rata  basis or on as  nearly  a pro rata  basis as is
practicable (subject to the procedures of Euroclear and Clearstream).  Notice of
redemption  will be  mailed  at least 30 but not more  than 60 days  before  the
redemption  date to each  holder  of  notes  to be  redeemed  at its  registered
address. In the event notes are to be redeemed, we will also publish a notice of
redemption in accordance with the procedures described under "- Notices." On and
after the  redemption  date,  interest will cease to accrue on notes or portions
thereof called for redemption as long as we have deposited with the paying agent
funds in satisfaction of the applicable redemption price.

Holding Company Structure

     Our assets consist primarily of investments in our operating  subsidiaries.
A majority of our cash flows are  generated by our operating  subsidiaries,  and
our ability to service  indebtedness,  including our ability to pay the interest
on and principal of the notes,  depends upon the distribution of the earnings we
receive from our  subsidiaries,  whether in the form of  dividends,  partnership
distributions,  advances or payments on account of intercompany obligations,  to
service its debt obligations. In addition, the claims of noteholders are subject
to the prior payment of all  liabilities  and to any preferred stock interest of
our subsidiaries.  There can be no assurance that, after providing for all prior
claims,  there would be sufficient assets available from us and our subsidiaries
to  satisfy  the  claims of the  holders  of notes.  See "Risk  Factors - If our
subsidiaries  do not make  sufficient  distributions  to us, then we will not be
able to make payments on our debt,  including the new notes" and "Risk Factors -
The notes are  secured  only by the  pledge of 65% of the stock or other  equity
interests  of  certain  of  our  first-tier  subsidiaries,  and  assets  of  our
subsidiaries will first be applied to repay  indebtedness and liabilities of our
subsidiaries and may not be sufficient to repay the new notes."

     In addition,  the new notes will be  structurally  subordinated in right of
payment to all of the  indebtedness and other  liabilities of our  subsidiaries,
which, as of March 31, 2006, were approximately $383 million.  Furthermore,  the
indebtedness  of certain of our  subsidiaries  under their  credit  agreement is
secured by liens on substantially all current assets of such  subsidiaries.  The
new notes will not have the benefit of this collateral,  nor any other assets of
our  subsidiaries.  Accordingly,  if  an  event  of  default  occurs  under  our
subsidiaries' credit agreement, the lenders under the credit agreement will have
a right to such assets and may foreclose  upon their  collateral.  In that case,
such assets would first be used to repay in full amounts  outstanding  under the
credit  agreement and may not be available to repay the new notes.  In the event
of a bankruptcy  event affecting any of our  subsidiaries,  local bankruptcy law
would be likely  to  apply.  In  general,  such  local  bankruptcy  law  affords
significant  protection  for  senior  secured  creditors  and  there  can  be no
assurances that, in the event of bankruptcy  events affecting our  subsidiaries,
senior secured  creditors could take actions that would materially and adversely
affect  the  value  of  our  ongoing  business  and  the  equity  value  of  our
subsidiaries.  The remaining  value, if any, of our assets may not be sufficient
to repay the new notes.

Security

     The new notes  will be  secured  only by the  pledge of 65% of the  capital
stock of certain of our  first-tier  operating  subsidiaries  identified  on the
organizational  chart on page 3, which is the same  collateral  that secures the
old notes. Each of the pledges securing the new notes will be in favor of either
the trustee or a collateral  agent  appointed  under the  indenture  and will be
governed  by the  local  law of  the  jurisdiction  where  each  of our  pledged
subsidiaries are formed;  those jurisdictions are Denmark,  France,  Germany and
the United Kingdom. As a result, the validity of those pledges,  and the ability
of the trustee or a collateral  agent,  as  applicable,  or the  noteholders  to
realize any benefit  associated  with the pledged  shares,  may be limited under
applicable  local law as any action to enforce the stock  pledges  must be taken
under  the laws of the  applicable  jurisdiction  and such  laws may  differ  in
significant respects from the laws of the United States. Furthermore, the rights
of the trustee or a collateral  agent,  as  applicable,  or the  noteholders  to
foreclose upon and sell the pledged shares upon the occurrence of a default will
be subject to limitations under applicable local bankruptcy laws if a bankruptcy
proceeding were commenced against us or our subsidiaries. Any delay or inability
to realize  any  benefit  associated  with the lien in any  jurisdiction  or the
application  of local  bankruptcy  laws that are  contrary  to the  noteholders'
interests  could have a material  adverse  effect on the lien we have granted on
certain of our  first-tier  subsidiaries  and could  result in an  inability  to
realize the full value of the share pledges  entered into in connection with the
issuance of the notes.

                                      -61-

Change of Control

     Upon the occurrence of a Change of Control,  each  noteholder will have the
right to require  that we  purchase  all or any part (equal to euro 50,000 or an
integral  multiple of euro 1,000 in excess thereof) such holder's notes pursuant
to the offer  described  below, at a purchase price in cash equal to 101% of the
principal amount thereof plus accrued interest to the date of purchase.

     Within  60 days  following  the date  upon  which  the  Change  of  Control
occurred, we must send a notice to each noteholder,  with a copy to the trustee,
which notice will govern the terms of the offer. Such notice shall state,  among
other things, the purchase date, which must be no earlier than 30 days nor later
than 45 days from the date such notice is mailed,  other than as may be required
by law.  In the event of a Change of Control,  we will also  publish a notice of
the offer to purchase  in  accordance  with the  procedures  described  under "-
Notices."  Holders  electing  to  have a note  purchased  will  be  required  to
surrender the note, with the form entitled  "Option of Holder to Elect Purchase"
on the  reverse  of the note  completed,  to the  paying  agent  at the  address
specified in the notice prior to the close of business on the third business day
prior to the purchase date specified in the notice.

     We will not be  required  to make an offer  upon a Change of  Control  if a
third  party  makes  an offer in the  manner,  at the  times  and  otherwise  in
compliance  with the  requirements  set forth in the indenture  applicable to an
offer we make and purchases all notes validly  tendered and not withdrawn  under
such offer.

     If an offer is made,  there can be no assurance that we will have available
funds  sufficient  to pay the  purchase  price for all the notes  that  might be
delivered by holders  seeking to accept the offer.  In the event we are required
to purchase outstanding notes pursuant to an offer, we expect that we would seek
third-party  financing to the extent we do not have available  funds to meet our
purchase obligations.  However,  there can be no assurance that we would be able
to obtain such financing.

     Neither  our board of  directors  nor the  trustee  may waive the  covenant
relating  to  a  holder's  right  to  redemption   upon  a  Change  of  Control.
Restrictions  in the  indenture  described  in  this  prospectus  on our and our
restricted  subsidiaries'  ability to incur  additional  indebtedness,  to grant
liens on our or its  property,  to make  restricted  payments  and to make asset
sales may also make more  difficult  or  discourage  a takeover  of us,  whether
favored or opposed by our management.  Consummation  of any such  transaction in
certain  circumstances  may require  redemption or repurchase of the notes,  and
there can be no assurance  that we or the acquiring  party will have  sufficient
financial  resources to effect such redemption or repurchase.  Such restrictions
and  the   restrictions  on   transactions   with  affiliates  may,  in  certain
circumstances,  make more difficult or discourage any leveraged  buyout of us or
any of our  subsidiaries  by management.  While such  restrictions  cover a wide
variety  of  arrangements   which  have   traditionally   been  used  to  effect
highly-leveraged   transactions,   the  indenture  may  not  afford  noteholders
protection in all circumstances  from the adverse aspects of a  highly-leveraged
transaction, reorganization, restructuring, merger or similar transaction.

     We will comply with the  requirements  of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such laws
and  regulations  are applicable in connection  with the repurchase of notes. To
the extent that the  provisions of any securities  laws or regulations  conflict
with the "Change of Control"  provisions of the  indenture,  we will comply with
the applicable  securities  laws and  regulations and will not be deemed to have
breached  our  obligations  under the  "Change  of  Control"  provisions  of the
indenture by virtue thereof.

Certain Covenants

     The  following  summarizes  the material  financial  and other  restrictive
covenants contained in the indenture:

     Limitation on Incurrence of Additional Indebtedness.  We agreed to not, and
to not permit  any of our  subsidiaries  that are  restricted  subsidiaries  for
purposes of the indenture  (which we refer to in this  prospectus as "restricted
subsidiaries") to, incur any indebtedness other than the permitted  indebtedness
described below. However, if no default or event of default is continuing at the
time of or as a consequence of our incurring any such indebtedness, we or any of
our  restricted  subsidiaries  that is, or becomes  bound by the  indenture as a
guarantor  (which we refer to in this  prospectus as a  "guarantor"),  may incur
indebtedness,  and any restricted  subsidiary that is not or will not, upon such
incurrence,  become a guarantor may incur Acquired Indebtedness, in each case if
on the date of the incurrence of such  indebtedness,  after giving effect to the
incurrence thereof, our Consolidated Fixed Charge Coverage Ratio is greater than
2.5 to 1.0.

                                      -62-

     Neither we nor any guarantor may incur any  indebtedness  that is expressly
subordinated to any senior  indebtedness of us or any such guarantor unless such
indebtedness  is also expressly  subordinated  on the same basis to the notes or
any guarantees.

     Under  the  indenture,  in  addition  to the  indebtedness  we may incur as
described  above, we may incur the following  permitted  indebtedness  (which we
refer to in this prospectus as "permitted indebtedness"):

o    indebtedness under the notes in an aggregate principal amount not to exceed
     euro 400 million and guarantees in respect thereof;

o    indebtedness  incurred pursuant to our subsidiaries' credit agreement in an
     aggregate  principal  amount at any time  outstanding not to exceed euro 80
     million less the amount of any  principal  payments  made under such credit
     agreement with certain net cash proceeds of any Asset Sale;

o    other of our and our restricted  subsidiaries'  indebtedness outstanding on
     April 11, 2006, the date of issuance of the notes;

o    certain obligations under interest swap agreements;

o    certain indebtedness under any commodity futures contract, commodity option
     or other similar agreement  designed to protect us against  fluctuations in
     the price of commodities  actually at that time used in the ordinary course
     of our business or any foreign exchange  contract,  currency swap agreement
     or other similar agreement  designed to protect us against  fluctuations in
     currency values;

o    subject  to the  proviso  set  forth in the  indenture,  indebtedness  of a
     restricted  subsidiary to us or a restricted subsidiary for so long as such
     indebtedness is held by us or restricted  subsidiary,  in each case subject
     to no lien held by a person  other than us or a  restricted  subsidiary  or
     lenders in respect of our subsidiaries' credit agreement or other permitted
     indebtedness;

o    subject to a proviso set forth in the  indenture,  indebtedness  of us to a
     restricted  subsidiary  for so  long  as  such  indebtedness  is  held by a
     restricted subsidiary, in each case subject to no lien other than a lien of
     the  lenders in  respect of our  subsidiaries'  credit  agreement  or other
     permitted indebtedness of such restricted subsidiary;

o    indebtedness  arising  from  the  honoring  by a bank  or  other  financial
     institution of a check, draft or similar instrument  inadvertently  (except
     in the case of daylight overdrafts) drawn against insufficient funds in the
     ordinary course of business if such indebtedness is extinguished within two
     business days of incurrence;

o    indebtedness  in respect of bid,  payment or  performance  bonds,  bankers'
     acceptances,  workers' compensation claims, surety or appeal bonds, payment
     obligations in connection with self-insurance or similar  obligations,  and
     bank overdrafts  (and letters of credit in respect  thereof) and commercial
     letters of credit, in all such cases in the ordinary course of business;

o    subject  to  the  limitations  contained  in  the  indenture,  indebtedness
     incurred to  refinance,  extend,  renew,  refund,  repay,  prepay,  redeem,
     defease  or  retire  any  indebtedness   existing  on  April  11,  2006  or
     subsequently incurred in accordance with the terms of the indenture;

o    additional  indebtedness  of us in an  aggregate  principal  amount  not to
     exceed $20 million at any one time outstanding;

                                      -63-

o    additional  indebtedness  of  one or  more  restricted  subsidiaries  in an
     aggregate  principal  amount  not to  exceed  $20  million  at any one time
     outstanding,  which  amount  may,  but need not, be incurred in whole or in
     part under the credit agreement;

o    indebtedness  consisting  of  guarantees,  indemnities  or  obligations  in
     respect of customary  purchase  price  adjustments  in connection  with the
     acquisition or disposition of assets; and

o    indebtedness  represented by capitalized lease obligations and indebtedness
     incurred  to  finance  the   purchase   price  or  cost  of   installation,
     construction or improvement of property or equipment, in each case incurred
     in the  ordinary  course of  business  not to exceed $15 million at any one
     time outstanding.

     If we incur indebtedness in compliance with the terms of the indenture that
we could incur under more than one category  described  above,  we will,  in our
sole discretion, classify (or later reclassify) such item of indebtedness in any
manner that  complies  with the  indenture.  Accrual of  interest,  accretion or
amortization  of  original  issue  discount,  the  payment  of  interest  on any
indebtedness  in the form of additional  indebtedness  with the same terms,  the
payment of dividends on  Disqualified  Capital  Stock in the form of  additional
shares of the same  class of  Disqualified  Capital  Stock,  and  changes in the
amount  outstanding due solely to fluctuations in currency  exchange rates, will
not be deemed to be an incurrence of indebtedness or an issuance of Disqualified
Capital Stock for purposes of the terms of the indenture governing incurrence of
indebtedness.

     Limitation on Restricted  Payments.  Subject to the exceptions set forth in
the  indenture,  we  agreed  to  not,  and to not  cause  or  permit  any of our
restricted subsidiaries to, make the following restricted payments:

o    declare or pay any dividend or make any distribution,  other than dividends
     or distributions payable in Qualified Capital Stock, on our capital stock;

o    acquire or retire for value any capital  stock or any  warrants,  rights or
     options to purchase or acquire shares of capital stock;

o    make any principal payment on, or acquire or retire for value, prior to any
     scheduled final  maturity,  scheduled  repayment or scheduled  sinking fund
     payment, any indebtedness that is subordinate or junior in right of payment
     to the notes; or

o    make any investment other than specified  investments permitted pursuant to
     the indenture;

     if at the time of such  restricted  payment  or  immediately  after  giving
     effect to such restricted payment,

o    a default or an event of default will occur and be continuing; or

o    we are not able to incur at least $1.00 of additional  indebtedness  (other
     than  permitted   indebtedness)  in  compliance  with  the  "Limitation  on
     Incurrence of Additional Indebtedness" covenant described above, so long as
     the Consolidated  Fixed Charge Coverage Ratio,  after giving effect to such
     restricted payment, is greater than 3.0 to 1.0; or

o    the  aggregate  amount  of  restricted  payments  (including  the  proposed
     restricted  payment)  made  subsequent  to June 28, 2002  exceeds,  without
     duplication, the sum of the following:

     (a)  75%  of our  cumulative  Consolidated  Net  Income  (or if  cumulative
          Consolidated  Net Income is a loss,  minus  100% of such loss)  earned
          subsequent to June 28, 2002 and on or prior to the date the restricted
          payment occurs,  treating such period as a single  accounting  period;
          provided  that  for  purposes  of  the  provision  described  in  this
          paragraph  (a),  the  aggregate  provision or benefit for income taxes
          used to calculate  Consolidated  Net Income for any period after April
          11, 2006 in  accordance  with GAAP will be replaced  with income taxes
          paid (or received) in cash; plus

                                      -64-

     (b)  100% of the  aggregate  net cash  proceeds we receive  from any person
          other  than  a  restricted  subsidiary  from  the  issuance  and  sale
          subsequent to June 28, 2002 and on or prior to the date the restricted
          payment  occurs of Qualified  Capital  Stock or  warrants,  options or
          other rights to acquire  Qualified  Capital  Stock (but  excluding any
          debt security that is convertible into, or exchangeable for, Qualified
          Capital Stock); plus

     (c)  100% of the aggregate net cash proceeds of any equity  contribution we
          receive from a holder of our capital stock (excluding,  in the case of
          the  paragraph  immediately  above  and this  paragraph,  any net cash
          proceeds  from a public  offering  of  equity  of KII or Kronos to the
          extent used to redeem the notes in compliance  with the provisions set
          forth under  "Redemption  - Optional  Redemption  upon  Public  Equity
          Offerings"); plus

     (d)  without duplication, the sum of:

          (i)  the  aggregate  amount  returned  in cash on or with  respect  to
               Investments (other than Permitted Investments) made subsequent to
               June  28,  2002  whether  through  interest  payments,  principal
               payments, dividends or other distributions or payments;

          (ii) the net cash  proceeds we or any of our  restricted  subsidiaries
               receive from the disposition of all or any portion of Investments
               (other than Permitted  Investments)  made  subsequent to June 28,
               2002 other than to a restricted subsidiary; and

          (iii) subject  to  a  proviso  set  forth  in  the   indenture,   upon
               redesignation  of  an  unrestricted  subsidiary  as a  restricted
               subsidiary, the fair market value of such subsidiary; plus

          (iv) $25 million.

     The  provisions  summarized  above  do not  prohibit  a number  of  events,
including the following:

o    the payment of any dividend within 60 days after the date of declaration of
     such  dividend if the  dividend  would have been  permitted  on the date of
     declaration;

o    the  acquisition or redemption of any shares of our capital  stock,  either
     (i) solely in exchange for shares of our  Qualified  Capital  Stock or (ii)
     through the application of net proceeds of a substantially  concurrent sale
     for cash (other than to a restricted subsidiary) of shares of our Qualified
     Capital Stock;

o    the  acquisition or redemption of any  indebtedness  that is subordinate or
     junior in right of payment to the notes  either (i) solely in exchange  for
     shares of our Qualified  Capital Stock or (ii) through the  application  of
     net proceeds of (a) a substantially concurrent sale for cash (other than to
     a restricted  subsidiary)  of shares of our Qualified  Capital or (b) if no
     default  or  event  of  default  shall  have  occurred  and be  continuing,
     specified  indebtedness  incurred  in  connection  with  a  refinancing  of
     existing  indebtedness or incurred in accordance with certain provisions of
     the "Limitation on Incurrence of Additional Indebtedness" covenant; and

o    so long as no default or event of default has occurred  and is  continuing,
     repurchases  by us of our common  stock (or options or warrants to purchase
     our common  stock) from our or our  subsidiaries'  directors,  officers and
     employees or their authorized  representatives upon the death,  disability,
     retirement or  termination  of employment of such  directors,  officers and
     employees,  in an aggregate amount not to exceed $3 million in any calendar
     year.

     Limitation on Asset Sales.  The  indenture  also provides that we will not,
and will not permit any of our restricted  subsidiaries to, consummate any Asset
Sales unless:

                                      -65-

o    we receive  consideration  at least equal to the fair  market  value of the
     assets sold, as determined in good faith by our board of directors;

o    at least 75% of the consideration we received from the Asset Sale is in the
     form of cash or cash  equivalents and is received at the time of such Asset
     Sale; and

o    upon the  consummation  of the Asset Sale,  we apply the net cash  proceeds
     within 365 days of receipt thereof either:

     o    to prepay any secured senior indebtedness and, in the case of any such
          senior  indebtedness  under any revolving  credit  facility,  effect a
          permanent  reduction in the  availability  under such revolving credit
          facility; and/or

     o    to acquire or make an investment in properties and assets that replace
          the  properties  and assets  that were the  subject of such sale or in
          properties  and assets that we will use in our business  (which assets
          we refer to in this prospectus as "replacement assets").

     On the 366th day after an Asset  Sale or any  earlier  date as our board of
directors  determines  not to apply the net cash  proceeds of such Asset Sale as
set forth above,  the net cash  proceeds that have not been applied as set forth
above will be applied to make an offer to purchase from all noteholders on a pro
rata basis, that amount of notes equal to such unapplied amount at a price equal
to 100% of the principal  amount of the notes to be purchased,  plus accrued and
any unpaid interest thereon to the date of purchase. We may, however, consummate
an Asset Sale without  complying  with this  requirement  if at least 80% of the
consideration for such Asset Sale consists of replacement  assets and such Asset
Sale is for fair  market  value.  Any  consideration  that  does not  constitute
replacement  assets  will be  subject to the  provisions  set forth in the first
sentence  of this  paragraph.  We may defer such an offer until the total of the
unapplied  net cash  proceeds is equal to or in excess of $20 million  resulting
from one or more Asset Sales.

     In the event of the transfer of substantially  all (but not all) of our and
our restricted subsidiaries' property and assets as an entirety to a person in a
transaction permitted under "- Merger,  Consolidation and Sale of Assets," which
transaction does not constitute a Change of Control,  the successor  corporation
will be deemed to have sold our  properties  and assets not so  transferred  for
purposes of this covenant,  and must comply with the provisions of this covenant
with respect to such deemed sale as if it were an Asset Sale.  In addition,  the
fair market value of such properties and assets deemed to be sold will be deemed
to be net cash proceeds for purposes of this covenant.

     Each  offer  will  be  mailed  to the  record  holders,  with a copy to the
trustee,  and will comply with the procedures  set forth in the indenture.  Upon
receiving this notice,  noteholders  may elect to tender their notes in whole or
in part in integral  multiples of euro 1,000 (provided that no note of less than
euro 50,000 may remain  outstanding  thereunder)  in exchange  for cash.  To the
extent  noteholders  properly  tender  notes in an  amount  exceeding  the offer
amount,  notes of tendering holders will be purchased on a pro rata basis (based
on amounts  tendered).  The offer will  remain  open for a period of 20 business
days or such longer period as may be required by law.

     We will comply with the  requirements  of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such laws
and  regulations  are  applicable  in  connection  with the  repurchase of notes
pursuant to an offer.  To the extent that the provisions of any securities  laws
or regulations  conflict with the "Asset Sale"  provisions of the indenture,  we
will comply with the applicable  securities laws and regulations and will not be
deemed to have breached our obligations under the "Asset Sale" provisions of the
indenture by virtue thereof.

     After the  consummation  of any offer, we may use any amount not applied to
any such  purchase  for any purpose  permitted  by the other  provisions  of the
indenture.

     To the extent that any or all of the net cash proceeds  related to an Asset
Sale of a restricted subsidiary are prohibited or delayed by applicable law from
being  repatriated  (in the form of  dividends,  loans or  otherwise) to us, the
portion of such net cash proceeds so affected will not be required to be applied

                                      -66-

at the time provided  above,  but may be retained by the  applicable  restricted
subsidiary  so long,  but only so long, as such  applicable  law will not permit
repatriation  to us,  and we have  agreed  to cause  the  applicable  restricted
subsidiary promptly to take all actions required by the applicable law to permit
such  repatriation.  After  such  repatriation  of any  such  affected  net cash
proceeds is permitted  under such  applicable  law, such  repatriation  shall be
immediately effected and such repatriated net cash proceeds will be applied in a
manner as described in this covenant.

     Limitation on Dividend and Other Payment Restrictions  Affecting Restricted
Subsidiaries.  Except as permitted under the indenture,  we may not, and may not
cause or permit any of our restricted  subsidiaries to create or otherwise cause
or permit to exist or become  effective any  encumbrance  or  restriction on the
ability of any restricted subsidiary to:

o    pay  dividends or make any other  distributions  on or in respect of our or
     our restricted subsidiaries' capital stock;

o    make loans or advances or to pay any  indebtedness or other obligation owed
     to us or any other restricted subsidiary; or

o    transfer  any of its  property  or  assets  to us or any  other  restricted
     subsidiary,

     Limitation on Preferred Stock of Restricted Subsidiaries. We may not permit
any of our restricted subsidiaries to issue any preferred stock other than to us
or to one of our  wholly-owned  restricted  subsidiaries,  or permit  any person
other than us or one of our wholly-owned subsidiaries to own any preferred stock
of any of our restricted subsidiaries.

     Limitation on Liens.  Except as permitted under the indenture,  we may not,
and may not cause or permit any of our restricted subsidiaries to create, incur,
assume or permit or suffer to exist any liens of any kind against or upon any of
our or  our  restricted  subsidiaries'  property  or  assets,  or  any  proceeds
therefrom,  or assign or otherwise convey any right to receive income or profits
therefrom, unless:

o    in the case of liens securing indebtedness that is expressly subordinate or
     junior in right of payment to the notes, the notes are secured by a lien of
     such property, assets or proceeds that is senior in priority to such liens;
     and

o    in all other cases, the notes are equally and ratably secured.

     Merger,  Consolidation and Sale of Assets.  The indenture  provides that we
may not consolidate or merge with or into any person, or sell, assign, transfer,
lease,  convey or  otherwise  dispose of (or cause or permit any our  restricted
subsidiaries to sell, assign,  transfer,  lease, convey or otherwise dispose of)
all or substantially all of our assets,  determined on a consolidated  basis for
us and our restricted subsidiaries, unless:

o    either:

     o    we are the surviving corporation; or

     o    the person formed by such consolidation or into which we are merged or
          the acquiror is a corporation organized and validly existing under the
          laws of the  United  States,  any state  thereof  or the  District  of
          Columbia and expressly assumes, by supplemental  indenture in form and
          substance  satisfactory to the trustee the due and punctual payment of
          the  principal  of, and  premium,  if any,  and interest on all of the
          notes  and  our  performance  of  every  covenant  of the  notes,  the
          indenture  and the  registration  rights  agreement to be performed or
          observed;

o    immediately  after giving  effect to such  transaction  and the  assumption
     contemplated  above, we or such surviving entity, as the case may be, has a
     consolidated  net worth equal to or greater than our consolidated net worth
     immediately  prior to such transaction and will in general be able to incur
     at least $1.00 of additional  indebtedness pursuant to the "- Limitation on

                                      -67-

     Incurrence of Additional  Indebtedness" covenant described above so long as
     the Consolidated  Fixed Charge Coverage Ratio is greater than 2.5 to 1.0;

o    immediately  before and immediately after giving effect to such transaction
     and the assumption  contemplated  above, no default or event of default has
     occurred or is continuing; and

o    we or the  surviving  entity has  delivered  to the  trustee  an  officers'
     certificate and an opinion of counsel,  each stating that such  transaction
     and,  if a  supplemental  indenture  is required  in  connection  with such
     transaction,  such  supplemental  indenture,  comply  with  the  applicable
     provisions  of the  indenture  and that  all  conditions  precedent  in the
     indenture relating to such transaction have been satisfied.

     For purposes of the foregoing,  the transfer of all or substantially all of
the  properties  or assets of one or more  restricted  subsidiaries  the capital
stock  of which  constitutes  all or  substantially  all of our  properties  and
assets,  will be deemed to be the  transfer of all or  substantially  all of our
properties and assets.

     The indenture provides that upon any  consolidation,  combination or merger
or any transfer of all or substantially all of our assets in accordance with the
foregoing, in which we are not the continuing corporation,  the successor person
formed  by such  consolidation  or into  which we are  merged  or to which  such
conveyance,  lease or transfer is made shall succeed to, and be substituted for,
and may exercise all of our rights and powers, under the indenture and the notes
with the same effect as if such surviving entity had been named as such.

     The indenture  also provides that each  restricted  subsidiary  that in the
future executes a supplemental indenture in which such guarantor, other than any
guarantor  whose guarantee is to be released in accordance with the terms of the
guarantee and the indenture in connection  with any  transaction  complying with
the  provisions  of "- Limitation on Asset Sales," may not, and we may not cause
or permit any  guarantor to,  consolidate  with or merge with or into any person
other than us or any other guarantor unless, in general,  conditions  similar to
those  described  above  with  respect  to a merger  or other  transaction  that
involves us are satisfied.

     Limitations on Transactions with Affiliates.  Except as permitted under the
indenture, we may not, and may not permit any of our restricted subsidiaries to,
enter into or permit to exist any  transaction  with, or for the benefit of, any
of our affiliates,  other than  transactions on terms that are no less favorable
than those that might reasonably have been obtained in a comparable  transaction
at such time on an arm's-length basis from a person that is not our affiliate.

     All transactions with an affiliate  involving  aggregate  payments or other
property  with a fair market  value in excess of $2 million  must be approved by
our or such restricted  subsidiary's board of directors. If we or any restricted
subsidiary  enters  into a  transaction  with  an  affiliate  that  involves  an
aggregate  fair market value of more than $12.5 million,  we or such  restricted
subsidiary,  as the case may be, must, prior to the consummation thereof, obtain
a favorable  opinion as to the fairness of such transaction or series of related
transactions to us or the relevant  restricted  subsidiary,  as the case may be,
from a financial point of view, from an independent  financial  advisor and file
the same with the trustee.

     Limitation of Guarantees by Restricted Subsidiaries. Except as set forth in
the indenture,  our restricted subsidiaries may not, by way of the pledge of any
intercompany note or otherwise,  assume, guarantee or in any other manner become
liable  with  respect  to  any  of  our  or  another   restricted   subsidiary's
indebtedness, unless, in any such case:

o    such restricted  subsidiary executes and delivers a supplemental  indenture
     to the  indenture,  providing a  guarantee  of payment of the notes by such
     restricted subsidiary; and

o    if such  assumption,  guarantee  or  other  liability  of  such  restricted
     subsidiary  is  provided  in  respect  of  indebtedness  that is  expressly
     subordinated  to the notes (or a guarantee of the notes),  the guarantee or
     other instrument provided by such restricted  subsidiary in respect of such
     subordinated  indebtedness  is  subordinated  to the guarantee  pursuant to
     subordination  provisions no less favorable to the  noteholders  than those
     contained in such other indebtedness.

                                      -68-

     Any  such  guarantee  by a  restricted  subsidiary  of the  notes  will  be
automatically and unconditionally  released and discharged,  without any further
action required on the part of the trustee or any noteholder, upon:

o    the   unconditional   release  of  such  restricted   subsidiary  from  its
     assumption,  guarantee or other liability in respect of the indebtedness in
     connection with which such guarantee was executed and delivered pursuant to
     the preceding paragraph; or

o    subject to the provisions of the indenture,  any sale or other  disposition
     to any person  which is not a restricted  subsidiary  of all of the capital
     stock in, or all or  substantially  all of the assets of,  such  restricted
     subsidiary.

     Provision of  Security.  Except as set forth in the  indenture,  we may not
form, acquire or maintain any direct restricted subsidiary, unless, concurrently
with the formation,  acquisition or maintenance of such  subsidiary,  we execute
and  deliver,  or cause to be  executed  and  delivered,  to the trustee for the
benefit of the noteholders, a pledge agreement, in form and substance reasonably
satisfactory to the trustee,  pursuant to which not less than 65% of the capital
stock of such  subsidiary  is  pledged  to the  trustee  for the  benefit of the
noteholders and we, concurrently  therewith,  execute and deliver all documents,
instruments and agreements in form and substance reasonably  satisfactory to the
trustee reasonably necessary in the opinion of the trustee to grant and maintain
at all times a fully-perfected senior lien on the collateral pledged pursuant to
such pledge agreement.

     Conduct of  Business.  Pursuant  to the  indenture,  we and our  restricted
subsidiaries may not engage in any businesses which are not the same, similar or
reasonably related to, or ancillary or complementary to, the businesses in which
we and our restricted  subsidiaries  were engaged on April 11, 2006, the date of
issuance of the notes.

     Reports to Holders. The indenture provides that, whether or not required by
the rules and regulations of the SEC, so long as any notes are  outstanding,  we
will furnish the noteholders (or make publicly available through the SEC's EDGAR
database), all quarterly and annual financial information that would be required
to be  contained  in a filing  with  the SEC on  Forms  10-Q and 10-K if we were
required to file such forms and all current reports that would be required to be
filed with the SEC on Form 8-K if we were required to file such reports, in each
case within the time periods specified in the SEC's rules and regulations.

     In addition,  whether or not required by the rules and  regulations  of the
SEC, we will file a copy of all such  information  and reports  with the SEC for
public  availability  within the time  periods  specified in the SEC's rules and
regulations  (unless  the SEC will  not  accept  such a  filing)  and make  such
information  available to securities  analysts and  prospective  investors  upon
request.  So long as the new notes are listed on the Luxembourg  Stock Exchange,
copies of such reports shall be available at the specified  office of the paying
agent and transfer agent in Luxembourg. In addition, we have agreed that, for so
long as any notes remain outstanding,  we will furnish to the noteholders and to
securities  analysts  and  prospective   investors,   upon  their  request,  the
information  required  to be  delivered  pursuant to Rule  144A(d)(4)  under the
Securities Act.

     Release of Security Upon  Satisfaction of Conditions.  We have the right to
obtain a  release  of the  liens on items  of  collateral  subject  to a sale or
disposition in accordance with the indenture,  and the trustee will release such
collateral from these liens and reconvey this collateral to us immediately prior
to such  sale or  disposition  upon  delivery  to the  trustee  of an  officers'
certificate in the form specified in the indenture and any  documentation by the
Trust Indenture Act.

Events of Default

     The following  events are "events of default"  under the  indenture,  and a
"default"  will  occur  under  the  indenture  upon an  event or  condition  the
occurrence  of which is,  or with the  lapse of time or the  giving of notice or
both would be, an event of default:

o    the  failure to pay  interest  on any notes when the same  becomes  due and
     payable and the default continues for a period of 30 days;

                                      -69-

o    the failure to pay the principal on any notes when such  principal  becomes
     due and payable, at maturity,  upon redemption or otherwise  (including the
     failure to make a payment to purchase notes tendered pursuant to the offers
     described  above  under  "Change  of  Control"  and  "Certain  Covenants  -
     Limitation on Asset Sales");

o    a  default  in the  observance  or  performance  of any other  covenant  or
     agreement  contained in the indenture which default  continues for a period
     of 45 days after we receive  written  notice  specifying  the default  (and
     demanding that such default be remedied) from the trustee or the holders of
     at least 25% of the outstanding  principal  amount of the notes,  except in
     the case of a default with respect to the "Merger,  Consolidation  and Sale
     of Assets"  covenant,  which will  constitute an Event of Default with such
     notice requirement but without such passage of time requirement;

o    the failure to pay at final maturity (giving effect to any applicable grace
     periods and any extensions  thereof) the principal  amount of any of our or
     our restricted subsidiaries' indebtedness, or the acceleration of the final
     stated  maturity  of  any  such  indebtedness,  which  acceleration  is not
     rescinded,  annulled or  otherwise  cured  within 20 days of our receipt of
     notice of any such acceleration,  if the aggregate principal amount of such
     indebtedness,  together  with  the  principal  amount  of  any  other  such
     indebtedness  in default for failure to pay principal at final  maturity or
     which has been  accelerated  (in each case with respect to which the 20-day
     period described above has elapsed),  aggregates $20 million or more at any
     time;

o    a repudiation by us of any of our obligations  under any document (which we
     refer  to in  this  prospectus  as a  "collateral  document")  creating  or
     evidencing  a security  interest in favor of the trustee for the benefit of
     the noteholders in any of the property described above under "Security," or
     the  unenforceability  of any such collateral  document  against us if such
     unenforceability  reasonably  would be  expected  to result  in a  material
     adverse  effect  on the  liens  we  granted  pursuant  to  such  collateral
     documents;

o    certain  events  of  bankruptcy  affecting  us or any  of  our  significant
     subsidiaries; or

o    any  judgment  in an  aggregate  amount in excess of $20  million  has been
     rendered  against  us or  any  of  our  restricted  subsidiaries  and  such
     judgments remain  undischarged,  unpaid or unstayed for a period of 60 days
     after such judgment or judgments become final and non-appealable.

     If an event of default  (other  than an event of default  specified  in the
last  paragraph of the definition of event of default with respect to us) occurs
and is  continuing,  the  trustee or the  holders  of at least 25% in  principal
amount of outstanding notes may declare the principal of and accrued interest on
all the notes to be due and  payable by notice in writing to us and the  trustee
specifying  the  respective  event  of  default  and  that  it is a  "notice  of
acceleration," and the same shall become immediately due and payable.

     If an event of default specified in the last paragraph of the definition of
event of default  with respect to us occurs and is  continuing,  then all unpaid
principal of, and premium, if any, and accrued and unpaid interest on all of the
outstanding  notes will become and be  immediately  due and payable  without any
declaration  or other  act on the part of the  trustee  or any  noteholder.  The
indenture  provides that, at any time after a declaration of  acceleration  with
respect to the notes as described in the preceding  paragraph,  the holders of a
majority  in  principal  amount  of  the  notes  may  rescind  and  cancel  such
declaration and its  consequences  if the conditions  specified in the indenture
are satisfied.

     The  holders of a majority in  principal  amount of the notes may waive any
existing default or event of default under the indenture,  and its consequences,
except a default in the payment of the principal of or interest on any notes.

     Holders of the notes may not enforce the  indenture  or the notes except as
provided in the  indenture  and under the Trust  Indenture  Act.  Subject to the
provisions of the indenture  relating to the duties of the trustee,  the trustee
is under no  obligation  to  exercise  any of its  rights  or  powers  under the
indenture at the request,  order or direction of any of the noteholders,  unless

                                      -70-

such noteholders have offered to the trustee  reasonable  indemnity.  Subject to
all provisions of the indenture and applicable law, the holders of a majority in
aggregate  principal  amount  of the then  outstanding  notes  have the right to
direct the time,  method and place of conducting  any  proceeding for any remedy
available  to the  trustee or  exercising  any trust or power  conferred  on the
trustee.

     Under the indenture, we are required to provide an officers' certificate to
the trustee promptly upon any such officer obtaining knowledge of any default or
event of default that has occurred and, if applicable,  describe such default or
event of default and the status  thereof.  Such  officers must also provide this
certification at least annually whether or not they know of any default or event
of default.

Legal Defeasance and Covenant Defeasance

     We may, at our option and at any time,  elect to have our  obligations  and
the  obligations of the guarantors  discharged  with respect to the  outstanding
notes, which we refer to in this prospectus as a "legal  defeasance." Such legal
defeasance  means that we will be deemed to have paid and  discharged the entire
indebtedness represented by the outstanding notes, except for:

o    the rights of noteholders  to receive  payments in respect of the principal
     of, premium, if any, and interest on the notes when such payments are due;

o    our  obligations  with respect to the notes  concerning  issuing  temporary
     notes,  registration of notes, mutilated,  destroyed,  lost or stolen notes
     and the maintenance of an office or agency for payments;

o    the rights,  powers,  trust,  duties and  immunities of the trustee and our
     obligations in connection therewith; and

o    the legal defeasance provisions of the indenture.

     In  addition,  we may,  at our  option  and at any time,  elect to have our
obligations released with respect to certain covenants that are described in the
indenture and thereafter any omission to comply with such  obligations  will not
constitute  an event of default with respect to the notes,  which we refer to in
this  prospectus as a "covenant  defeasance." If a covenant  defeasance  occurs,
certain   events   (not   including   non-payment,   bankruptcy,   receivership,
reorganization  and insolvency  events) described under "Events of Default" will
no longer constitute an event of default with respect to the notes.

     In order to exercise either a legal defeasance or a covenant defeasance, we
must satisfy all of the conditions relating thereto in the indenture.

Satisfaction and Discharge

     The  indenture  will be discharged  and will cease to be of further  effect
(except as to surviving  rights or  registration  of transfer or exchange of the
notes, as expressly  provided for in the indenture) as to all outstanding  notes
when:

o    either:

     o    in general, all the notes previously  authenticated and delivered have
          been delivered to the trustee for cancellation; or

     o    all notes not  previously  delivered  to the trustee for  cancellation
          have  become due and  payable  and we have  irrevocably  deposited  or
          caused to be deposited with the trustee funds in an amount  sufficient
          to  pay  and  discharge  the  entire  indebtedness  on the  notes  not
          previously  delivered to the trustee for  cancellation,  for principal
          of, premium,  if any, and interest on the notes to the date of deposit
          together with irrevocable

                                      -71-

          instructions  from us directing the trustee to apply such funds to the
          payment thereof at maturity or redemption, as the case may be;

     o    we have paid all other sums payable under the indenture by us; and

     o    we have  delivered  to the  trustee an  officers'  certificate  and an
          opinion of counsel  stating that all  conditions  precedent  under the
          indenture  relating to the satisfaction and discharge of the indenture
          have been complied with. Modification of the Indenture

     From  time  to  time,  we and  the  trustee,  without  the  consent  of the
noteholders,  may amend the  indenture or the  collateral  documents for certain
specified purposes, including curing ambiguities, defects or inconsistencies, so
long as such change does not, in the opinion of the  trustee,  adversely  affect
the rights of any of the noteholders in any material respect. In formulating its
opinion on such  matters,  the trustee will be entitled to rely on such evidence
as it deems appropriate,  including, without limitation, solely on an opinion of
counsel.  Other  modifications  and  amendments  of the  indenture or collateral
documents may be made with the consent of the holders of a majority in principal
amount of the then  outstanding  notes issued under the indenture,  except that,
without the consent of each holder affected thereby, no amendment may:

o    reduce the amount of notes whose holders must consent to an amendment;

o    reduce  the rate of or change or have the effect of  changing  the time for
     payment of interest, including defaulted interest, on any notes;

o    reduce the  principal of or change or have the effect of changing the fixed
     maturity of any notes, or change the date on which any notes may be subject
     to redemption or reduce the redemption price therefor;

o    make any notes payable in money other than that stated in the notes;

o    make any change in provisions of the indenture protecting the right of each
     holder to receive  payment of  principal of and interest on such note on or
     after the due date  thereof or to bring suit to enforce  such  payment,  or
     permitting  holders of a  majority  in  principal  amount of notes to waive
     defaults or events of default;

o    after our obligation to purchase notes arises thereunder,  amend, change or
     modify in any material  respect our  obligation to make and  consummate the
     offers  described above under "Change of Control" and "Certain  Covenants -
     Limitation on Asset Sales" or, after such Change of Control has occurred or
     such  Asset Sale has been  consummated,  modify  any of the  provisions  or
     definitions with respect thereto; or

o    modify or change any provision of the indenture or the related  definitions
     affecting the ranking of the indebtedness evidenced by the notes.

Governing Law

     The  indenture  provides  that it and the notes  will be  governed  by, and
construed in accordance with, the laws of the State of New York.

The Trustee

     The indenture  provides that,  except during the continuance of an event of
default, the trustee will perform only such duties as are specifically set forth
in the indenture.  During the existence of an event of default, the trustee will

                                      -72-

exercise such rights and powers vested in it by the indenture,  and use the same
degree of care and skill in its exercise as a prudent  person would  exercise or
use under the circumstances in the conduct of his own affairs.

     The indenture and the provisions of the Trust Indenture Act contain certain
limitations on the rights of the trustee,  should it become a creditor of us, to
obtain  payments  of claims in certain  cases or to realize on certain  property
received in respect of any such claim as security or  otherwise.  Subject to the
Trust  Indenture  Act,  the  trustee  will  be  permitted  to  engage  in  other
transactions.  However,  if the trustee  acquires  any  conflicting  interest as
described in the Trust Indenture Act, it must eliminate such conflict or resign.

Notices

     All notices  required under the indenture will be deemed to have been given
by:

o    the  mailing by  first-class  mail,  postage  prepaid,  of such  notices to
     holders  of the notes at their  registered  addresses  as  recorded  in the
     register; and

o    so  long  as the  new  notes  are  admitted  to the  Official  List  of the
     Luxembourg Stock Exchange and it is required by the rules of the Luxembourg
     Stock Exchange,  publication of such notice to the holders of the new notes
     in English in a leading newspaper having general  circulation in Luxembourg
     (which is expected to be the Luxemburger  Wort) or, if such  publication is
     not practicable, in one other leading English language daily newspaper with
     general  circulation  in Europe,  such  newspaper  being  published on each
     business day in morning  editions,  whether or not it shall be published on
     Saturday, Sunday or holiday editions.

Certain Definitions

     Set forth  below is a summary of certain of the  defined  terms used in the
indenture.  Please refer to the  indenture  for the full  definition of all such
terms,  as  well  as any  other  terms  used in this  prospectus  for  which  no
definition is provided.

     "Acquired  Indebtedness"  means  indebtedness  of a  person  or  any of its
subsidiaries existing at the time such person becomes a restricted subsidiary or
at the time it merges or  consolidates  with or into us or any of our restricted
subsidiaries  or assumed in connection  with the acquisition of assets from such
person and in each case not incurred by such person in  connection  with,  or in
anticipation or contemplation  of, such person becoming a restricted  subsidiary
or such  acquisition,  merger or  consolidation,  except for  indebtedness  of a
person or any of its subsidiaries that is repaid at the time such person becomes
a restricted  subsidiary  or at the time it merges with or into us or any of our
restricted   subsidiaries   other  than  from  our  and  our  other   restricted
subsidiaries' assets.

     "Asset  Acquisition"  means  (1)  an  Investment  by us or  any  restricted
subsidiary  in any other  person  pursuant to which such person  shall  become a
restricted subsidiary or of any restricted  subsidiary,  or shall be merged with
or into us or any  restricted  subsidiary,  or (2) the  acquisition by us or any
restricted  subsidiary  of the  assets of any  person  other  than a  restricted
subsidiary that constitute all or substantially all of the assets of such person
or  comprise  any  division  or line of  business  of such  person  or any other
properties  or  assets  of such  person  other  than in the  ordinary  course of
business.

     "Asset  Sale"  means any direct or  indirect  sale,  issuance,  conveyance,
transfer, lease (other than operating leases entered into in the ordinary course
of  business),  assignment  or  other  transfer  for  value  by us or any of our
restricted  subsidiaries  (including any sale and leaseback  transaction) to any
person other than us or  restricted  subsidiary  wholly-owned  by us of: (1) any
capital stock of any restricted subsidiary;  or (2) any other property or assets
of us or any  restricted  subsidiary  other  than  in  the  ordinary  course  of
business;  provided,  however,  that asset sales or other dispositions shall not
include the following:

o    a  transaction  or  series  of  related  transactions  for  which we or our
     restricted  subsidiaries  receive  aggregate  consideration of less than $2
     million;

                                      -73-

o    the  sale,  lease,  conveyance,  disposition  or other  transfer  of all or
     substantially   all  of  our  assets  of  as   permitted   under   "Merger,
     Consolidation and Sale of Assets";

o    sales or grants of licenses to use the patents, trade secrets, know-how and
     other intellectual property of us or any of our restricted  subsidiaries to
     the  extent  that  any such  license  does  not  prohibit  us or any of our
     restricted  subsidiaries from using any material  technologies  licensed or
     require us or any of our restricted subsidiaries to pay fees (other than de
     minimis fees) for use of any material technologies;

o    the sale or discount, in each case without recourse, of accounts receivable
     arising in the ordinary course of business, but only in connection with the
     compromise or collection thereof;

o    disposals or replacements of obsolete,  surplus or unused  equipment in the
     ordinary course of business;

o    any  restricted  payment not  prohibited by the  "Limitation  on Restricted
     Payments" covenant or that constitutes a Permitted Investment; and

o    affiliate transactions permitted under the indenture.

     "Consolidated  EBITDA" means for any period, the sum (without  duplication)
of the  following,  all as  determined  on a  consolidated  basis for us and our
restricted subsidiaries in accordance with GAAP:

o    Consolidated Net Income; and

o    to the extent Consolidated Net Income has been reduced thereby:

     o    all of our and  our  restricted  subsidiaries'  income  taxes  paid or
          accrued in accordance with GAAP for such period;

     o    Consolidated Interest Expense; and

     o    Consolidated Non-cash Charges;

     "Consolidated   Fixed  Charge  Coverage  Ratio"  means  the  ratio  of  our
Consolidated  EBITDA  during the four full fiscal  quarters  ending prior to the
date of the  transaction  giving rise to the need to calculate the  Consolidated
Fixed Charge  Coverage Ratio for which  financial  statements are available (the
"Transaction  Date") to our  Consolidated  Fixed  Charges for such  four-quarter
period. In addition to and without limitation of the foregoing,  for purposes of
this definition, "Consolidated EBITDA" and "Consolidated Fixed Charges" shall be
calculated  after  giving  effect  on a pro forma  basis for the  period of such
calculation to:

o    the  incurrence  or  repayment  of  any  indebtedness  of us or  any of our
     restricted  subsidiaries  (and the  application  of the  proceeds  thereof)
     giving  rise to the need to make such  calculation  and any  incurrence  or
     repayment  of other  indebtedness  (and  the  application  of the  proceeds
     thereof),  other than the  incurrence or repayment of  indebtedness  in the
     ordinary  course of  business  for  working  capital  purposes  pursuant to
     working capital facilities, occurring during such four-quarter period or at
     any time subsequent to the last day of such  four-quarter  period and on or
     prior to the Transaction  Date, as if such incurrence or repayment,  as the
     case may be (and the application of the proceeds thereof),  occurred on the
     first day of such four-quarter period; and

o    any asset sales (other than disposals or replacements of obsolete or unused
     equipment in the ordinary  course of  business)  or other  dispositions  or
     Asset Acquisitions,  including,  without limitation,  any Asset Acquisition
     giving rise to the need to make such  calculation as a result of our or one
     of  our  restricted  subsidiaries  (including  any  person  who  becomes  a
     restricted  subsidiary  as a result  of the Asset  Acquisition)  incurring,
     assuming or  otherwise  being  liable for  Acquired  Indebtedness  and also
     including any Consolidated EBITDA (including any pro forma expense and cost
     reductions  calculated on a basis  consistent with Regulation S-X under the

                                      -74-

     Exchange Act) attributable to the assets which are the subject of the Asset
     Acquisition  or asset sale or other  disposition  during such  four-quarter
     period) occurring during such four-quarter period or at any time subsequent
     to the  last  day of  such  four-quarter  period  and  on or  prior  to the
     Transaction  Date,  as if such  asset  sale or other  disposition  or Asset
     Acquisition (including the incurrence, assumption or liability for any such
     Acquired  Indebtedness)  occurred  on the  first  day of such  four-quarter
     period. If we or any of our restricted  subsidiaries directly or indirectly
     guarantees  indebtedness  of a third person,  the preceding  sentence shall
     give effect to the incurrence of such  guaranteed  indebtedness as if we or
     any restricted  subsidiary had directly  incurred or otherwise assumed such
     guaranteed indebtedness.

     Furthermore,  in calculating  "Consolidated  Fixed Charges" for purposes of
determining the denominator (but not the numerator) of the  "Consolidated  Fixed
Charge Coverage Ratio":

o    interest on outstanding  indebtedness  determined on a fluctuating basis as
     of the  Transaction  Date  and  which  will  continue  to be so  determined
     thereafter  shall be deemed to have accrued at a fixed rate per annum equal
     to the rate of interest on such  indebtedness  in effect on the Transaction
     Date; and

o    notwithstanding the above paragraph, interest on indebtedness determined on
     a fluctuating  basis,  to the extent such interest is covered by agreements
     relating to interest  swap  arrangements,  shall be deemed to accrue at the
     rate per annum  resulting  after  giving  effect to the  operation  of such
     agreements.

"Consolidated Fixed Charges" means, with respect to any period, the sum, without
     duplication, of:

o    Consolidated Interest Expense; plus

o    the product of (x) the amount of all dividend payments on any series of our
     preferred  stock of (other than dividends paid in Qualified  Capital Stock)
     paid,  accrued or scheduled to be paid or accrued  during such period times
     (y) a fraction,  the numerator of which is one and the denominator of which
     is one minus our then current  effective  consolidated  federal,  state and
     local income tax rate, expressed as a decimal.

     "Consolidated  Interest Expense" means, for any period, the sum of, without
duplication:

o    our and our restricted  subsidiaries' aggregate of the interest expense for
     such period  determined on a  consolidated  basis in accordance  with GAAP,
     including without limitation:

     o    any  amortization  of debt discount and  amortization  or write-off of
          deferred financing costs;

     o    the  net  cash  costs  under  agreements  relating  to  interest  swap
          arrangements; all capitalized interest; and

     o    the interest portion of any deferred payment obligation; and

o    the interest  component of  capitalized  lease  obligations  paid,  accrued
     and/or  scheduled to be paid or accrued during such period as determined on
     a consolidated basis in accordance with GAAP.

     "Consolidated  Net Income"  means,  for any period,  our and our restricted
subsidiaries'  aggregate net income (or loss) for such period on a  consolidated
basis, determined in accordance with GAAP, excluding the following:

o    after-tax  gains  from  Asset  Sales  (without  regard  to the  $2  million
     limitation set forth in the definition thereof) or abandonments or reserves
     relating thereto;

o    after-tax items classified as extraordinary gains in accordance with GAAP;

                                      -75-

o    net after-tax  expenses we incur to redeem our 8 7/8% Senior  Secured Notes
     due 2009,  including  but not  limited to the full  redemption  premium and
     write-off of any deferred  financing  costs or unamortized  premium related
     thereto,  in each case to the extent  included  in the  calculation  of net
     income;

o    net income acquired in a "pooling of interests"  transaction  accrued prior
     to  becoming a  restricted  subsidiary  or prior to the date of a merger or
     consolidation;

o    the net income (but not loss) of any  restricted  subsidiary  to the extent
     that  the  declaration  of  dividends  or  similar  distributions  by  that
     restricted subsidiary of that income is restricted by a contract, operation
     of law or otherwise;  provided,  however, that if the restricted subsidiary
     is able  despite any such  restriction  to  distribute  income or otherwise
     transfer cash to us by way of an intercompany loan or otherwise,  then such
     income  or cash,  to the  extent  of such  ability,  will  not be  excluded
     pursuant to this provision;

o    our net income, other than a restricted subsidiary, except to the extent of
     cash dividends or  distributions  paid to us or to one of our  wholly-owned
     restricted subsidiaries by us;

o    income or loss attributable to discontinued operations (including,  without
     limitation,  operations  disposed of during such period whether or not such
     operations were classified as discontinued);  provided,  however, that such
     income or loss shall be included in Consolidated Net Income for the purpose
     of  calculating  our  Consolidated  Net Income for certain  purposes of the
     "Limitation on Restricted Payments" covenant;

o    in the case of a successor by consolidation or merger or as a transferee of
     our  assets,  any  earnings  of the  successor  corporation  prior  to such
     consolidation, merger or transfer of assets;

o    non-cash  charges  relating  to  compensation  expense in  connection  with
     benefits  provided  under  employee  stock option plans,  restricted  stock
     option plans and other employee stock  purchase or stock  incentive  plans;
     and

o    income or loss  attributable  solely to fluctuations in currency values and
     related tax effects,  in either case related to notes and accounts  payable
     existing prior to or as of April 11, 2006 and payable to our affiliates.

     "Consolidated  Net  Worth"  means the  consolidated  stockholders'  equity,
determined  on a  consolidated  basis in  accordance  with GAAP,  less  (without
duplication) amounts attributable to Disqualified Capital Stock.

     "Consolidated  Non-cash  Charges"  means,  for  any  period,  our  and  our
restricted subsidiaries' aggregate depreciation, amortization and other non-cash
expenses reducing our and our restricted  subsidiaries'  Consolidated Net Income
for such period,  determined on a  consolidated  basis in accordance  with GAAP,
excluding any such charges  constituting  an  extraordinary  item or loss or any
such charge  which  requires an accrual of or a reserve for cash charges for any
future period.

     "Disqualified Capital Stock" means that portion of any capital stock which,
by its terms (or by the terms of any security  into which it is  convertible  or
for  which it is  exchangeable,  in  either  case at the  option  of the  holder
thereof),  or upon the  happening  of any event (other than an event which would
constitute a Change of Control), matures or is mandatorily redeemable,  pursuant
to a sinking fund  obligation or otherwise,  or is redeemable at the sole option
of the holder thereof (except,  in each case, upon the occurrence of a Change of
Control) on or prior to the final maturity date of the notes.

     "fair market value" means, with respect to any asset or property, the price
which could be negotiated in an arm's-length, free market transaction, for cash,
between a willing seller and a willing and able buyer,  neither of whom is under
undue  pressure or  compulsion  to complete the  transaction.  Fair market value
shall be  determined  by our board of directors  acting  reasonably  and in good
faith.

                                      -76-

     "Investment" means any direct or indirect loan or other extension of credit
(including,  without  limitation,  a guarantee) or capital  contribution  to (by
means of any  transfer  of cash or other  property  to others or any payment for
property or  services  for the  account or use of  others),  or any  purchase or
acquisition of any capital stock, bonds,  notes,  debentures or other securities
or evidences of Indebtedness. "Investment" shall exclude (i) extensions of trade
credit by us and our restricted subsidiaries on commercially reasonable terms in
accordance with our normal trade practices, provided that nothing in this clause
shall prevent us or any restricted  subsidiary from providing such concessionary
trade terms as management deems reasonable in the circumstances;  and (ii) loans
or extensions of credit to an affiliate that are otherwise  permitted  under the
indenture. If we or any restricted subsidiary sells or otherwise disposes of any
common stock of any direct or indirect  restricted  subsidiary such that,  after
giving  effect to any such sale or  disposition,  we no longer own,  directly or
indirectly,  at least 50% of the  outstanding  common  stock of such  restricted
subsidiary, we will be deemed to have made an Investment on the date of any such
sale or  disposition  equal to the fair market value of the common stock of such
restricted subsidiary not sold or disposed of.

     "Permitted Investments" means, without duplication:

     o    Investments by us or any of restricted subsidiaries in any person that
          is or will  become  immediately  after such  Investment  a  restricted
          subsidiary or that will merge or  consolidate  into us or a restricted
          subsidiary;

     o    Investments in us by any restricted subsidiary;

     o    Investments in cash and cash equivalents;

     o    loans and advances to our and our restricted  subsidiaries'  employees
          and officers in the ordinary course of business for bona fide business
          purposes;

     o    agreements designed to protect us against fluctuations in the price of
          commodities, agreements designed to protect us against fluctuations in
          currency  values and  interest  swap  agreements  entered  into in the
          ordinary  course of our business and otherwise in compliance  with the
          indenture;

     o    additional  Investments  not to  exceed  $20  million  at any one time
          outstanding;

     o    Investments  existing  April 11,  2006,  the date of  issuance  of the
          notes;

     o    Investments  resulting  from  settlements  or  compromises of accounts
          receivable  or trade  payables  in the  ordinary  course of  business,
          Investments  in  securities of trade  creditors or customers  received
          pursuant to any plan of reorganization or similar arrangement upon the
          bankruptcy or  insolvency  of such trade  creditors or customers or in
          good  faith  settlements  of  delinquent  obligations  of  such  trade
          creditors or customers;

     o    Investments made as a result of consideration  received or investments
          deemed made in connection  with an Asset Sale made in compliance  with
          the "Limitation on Asset Sales" covenant;

     o    Investments  represented  by guarantees  that are otherwise  permitted
          under the indenture;

     o    Investments the payment for which is our Qualified Capital Stock; and

     o    Investments  consisting  of  loans  to  one  or  more  of  our  or our
          subsidiaries'  officers,  directors or other  employees in  connection
          with such officers', directors' or employees' acquisition of shares of
          our or our  affiliates'  capital  stock,  pursuant to the  exercise of
          stock options or in connection with other equity-based compensation.

     "Qualified  Capital Stock" means any capital stock that is not Disqualified
Capital Stock.

                                      -77-

                               REGISTRATION RIGHTS

     We and the initial purchaser  entered into a registration  rights agreement
on April 11, 2006 pursuant to which we agreed that we will, at our expense,  for
the benefit of the holders of the old notes, (i) within 120 days after April 11,
2006 (the "Filing Date"),  file an exchange offer  registration  statement on an
appropriate registration form with respect to a registered offer to exchange the
old notes for new notes, which new notes will have terms substantially identical
in all  material  respects to the old notes  (except that the new notes will not
contain terms with respect to transfer restrictions) and (ii) cause the exchange
offer  registration  statement to be declared effective under the Securities Act
within 270 days after  April 11,  2006.  Upon the  exchange  offer  registration
statement being declared effective,  we will offer the new notes in exchange for
surrender of the old notes.  We will keep the  exchange  offer open for not less
than 30 days (or longer if required by applicable  law) after the date notice of
the  exchange  offer is mailed to the holders of the old notes.  For each of the
old notes  surrendered  to us pursuant  to the  exchange  offer,  the holder who
surrendered  such old note will  receive a new note  having a  principal  amount
equal to that of the surrendered old note. Interest on each new note will accrue
(A) from the later of (i) the last interest  payment date on which  interest was
paid on the old note surrendered in exchange  therefor,  or (ii) if the old note
is surrendered for exchange on a date in a period which includes the record date
for an interest  payment date to occur on or after the date of such exchange and
as to which  interest will be paid,  the date of such interest  payment date, or
(B) if no interest has been paid on such old note, from April 11, 2006.

     If  (i)  because  of  any  change  in  law  or  in   currently   prevailing
interpretations  of the  Staff of the SEC,  we are not  permitted  to  effect an
exchange offer,  (ii) the exchange offer is not  consummated  within 300 days of
April  11,  2006  or  (iii)  in  certain   circumstances,   certain  holders  of
unregistered  new  notes  so  request,  or (iv) in the case of any  holder  that
participates  in the exchange  offer,  such holder does not receive new notes on
the date of the exchange  that may be sold without  restriction  under state and
federal  securities  laws (other than due solely to the status of such holder as
our affiliate  within the meaning of the Securities  Act), then in each case, we
will (x) promptly  deliver to the holders and the Trustee written notice thereof
and (y) at our  sole  expense,  (a) as  promptly  as  practicable,  file a shelf
registration  statement  covering  resales  of the  notes,  and (b) use our best
efforts to keep effective the shelf registration statement until the earliest of
two years after April 11, 2006,  such time as all of the  applicable  notes have
been sold thereunder.  We will, in the event that a shelf registration statement
is filed,  provide to each holder copies of the prospectus that is a part of the
shelf   registration   statement,   notify  each  such  holder  when  the  shelf
registration statement for the notes has become effective and take certain other
actions as are  required  to permit  unrestricted  resales  of the old notes.  A
holder that sells notes  pursuant to the shelf  registration  statement  will be
required to be named as a selling security holder in the related  prospectus and
to deliver a prospectus to  purchasers,  will be subject to certain of the civil
liability  provisions under the Securities Act in connection with such sales and
will be bound by the provisions of the  registration  rights  agreement that are
applicable  to such a  holder  (including  certain  indemnification  rights  and
obligations).

     If we fail to meet the targets listed above, then additional  interest will
become payable in respect of the old notes as follows:

(i)  if (A) neither the  exchange  offer  registration  statement  nor the shelf
     registration  statement is filed with the SEC on or prior to 120 days after
     April 11,  2006 or (B)  notwithstanding  that we have  consummated  or will
     consummate an exchange offer, we are required to file a shelf  registration
     statement and such shelf registration statement is not filed on or prior to
     the date required by the registration rights agreement,  then commencing on
     the day after either such required  filing date,  additional  interest will
     accrue  on the  principal  amount of the notes at a rate of 0.25% per annum
     for the first 90 days  immediately  following  each such filing date,  such
     additional interest rate increasing by an additional 0.25% per annum at the
     beginning of each subsequent 90-day period; or

(ii) if (A)  neither  the  exchange  offer  registration  statement  nor a shelf
     registration  statement is declared effective by the SEC on or prior to 270
     days after April 11, 2006 or (B)  notwithstanding  that we have consummated
     or will  consummate  an  exchange  offer,  we are  required to file a shelf
     registration  statement  and  such  shelf  registration  statement  is  not
     declared  effective  by the SEC on or  prior to the  date  required  by the
     registration  rights  agreement,  then,  commencing on the day after either
     such  required  effective  date,  additional  interest  will  accrue on the
     principal amount of the notes at a rate of 0.25% per annum for the first 90

                                      -78-

     days  immediately  following  such  date,  such  additional  interest  rate
     increasing  by an  additional  0.25%  per  annum at the  beginning  of each
     subsequent 90-day period; or

(iii) if (A) we have not exchanged new notes for all old notes validly  tendered
     in accordance with the terms of the exchange offer on or prior to the 300th
     day  after  April 11,  2006 or (B) if  applicable,  the shelf  registration
     statement has been declared effective and such shelf registration statement
     ceases to be effective at any time prior to the second anniversary of April
     11,  2006  (other  than after such time as all notes have been  disposed of
     thereunder),  then additional  interest will accrue on the principal amount
     of the notes at a rate of 0.25% per annum for the first 90 days  commencing
     on (x) the 300th day after April 11, 2006, in the case of (A) above, or (y)
     the day such shelf  registration  statement ceases to be effective,  in the
     case  of  (B)  above,  such  additional  interest  rate  increasing  by  an
     additional  0.25%  per annum at the  beginning  of each  subsequent  90-day
     period;

     provided,  however,  that the additional interest rate on the old notes may
not accrue under more than one of the  foregoing  clauses (i) - (iii) at any one
time and at no time shall the aggregate amount of additional  interest  accruing
exceed in the aggregate 0.75% per annum;  provided,  further,  that (1) upon the
filing of the exchange  offer  registration  statement  or a shelf  registration
statement (in the case of clause (i) above),  (2) upon the  effectiveness of the
exchange offer registration  statement or a shelf registration statement (in the
case of clause (ii)  above),  or (3) upon the  exchange of new notes for all old
notes  tendered  (in  the  case  of  clause  (iii)  (A)  above),   or  upon  the
effectiveness  of the shelf  registration  statement  that had  ceased to remain
effective  (in the case of clause (iii) (B) above),  additional  interest on the
old notes as a result of such clause (or the relevant subclause thereof), as the
case may be, will cease to accrue.

     Any amounts of  additional  interest  due  pursuant to clause (i),  (ii) or
(iii) above will be payable in cash on the same original  interest payment dates
as the notes.

                          BOOK-ENTRY; DELIVERY AND FORM

     The new  notes to be  issued  in this  exchange  offer  will be  issued  in
registered,  global form in minimum  denominations  of euro 50,000 and  integral
euro 1,000  increments in excess  thereof.  The new notes will be represented by
one or more global notes in fully  registered form without  interest coupons and
will be deposited with The Bank of New York, London Branch, as common depositary
for Euroclear and Clearstream (the "Common  Depositary"),  and registered in the
name of a nominee of the Common  Depositary.  The notes will not be eligible for
clearance through The Depository Trust Company.

     All  holders of new notes who  exchanged  their old notes in this  exchange
offer will hold their  interests  through the global note  regardless of whether
they purchased their interests  pursuant to Rule 144A or Regulation S. Except in
the limited circumstances described below, owners of beneficial interests in the
global note will not be entitled to receive  physical  delivery of  certificated
notes.  Transfers of beneficial  interests in the global note will be subject to
the  applicable  rules and  procedures  of Euroclear and  Clearstream  and their
respective  direct or  indirect  participants,  which rules and  procedures  may
change from time to time.

Global Note

     The  operations  and  procedures  of Euroclear and  Clearstream  are solely
within the  control of the  respective  settlement  systems  and are  subject to
changes by them from time to time.  We urge  investors  to contact the system or
their participants directly to discuss these matters.

     Upon the issuance of the global note, the Common Depositary will credit, on
its internal system, the respective principal amount of the beneficial interests
represented by such global notes to the accounts of Euroclear or Clearstream, as
the case may be. Euroclear or Clearstream,  as the case may be, will credit,  on
its  internal  systems,  the  respective  principal  amounts  of the  individual
beneficial  interests  in such global  notes to the accounts of persons who have
accounts  with  Euroclear  or  Clearstream,  as the  case may be.  Ownership  of
beneficial  interests  in the global  note will be limited  to  participants  or
persons who hold interests through participants in Euroclear or Clearstream,  as
the case may be.  Ownership of  beneficial  interests in the global note will be
shown on, and the  transfer of that  ownership  will be effected  only  through,

                                      -79-

records  maintained  by Euroclear or  Clearstream,  as the case may be, or their
nominees  (with  respect  to  interests  of  participants)  and the  records  of
participants (with respect to interests of persons other than participants).

     As long as the Common Depositary,  or its nominee, is the registered holder
of a global note,  the Common  Depositary or such  nominee,  as the case may be,
will be  considered  the sole owner and holder of the new notes  represented  by
such global note for all purposes under the indenture and the notes.  Unless (1)
Euroclear or Clearstream  notifies us that it is unwilling or unable to continue
as a clearing agency, (2) the Common Depositary notifies us that it is unwilling
or unable to continue as Common  Depositary and a successor Common Depositary is
not appointed within 120 days of such notice or (3) in the case of any new note,
an event of default has  occurred and is  continuing  with respect to such note,
owners of beneficial interests in a global note will not be entitled to have any
portions of such global note  registered in their names,  will not receive or be
entitled to receive physical delivery of notes in certificated form and will not
be considered the owners or holders of the global note (or any notes represented
thereby) under the indenture or the new notes. In addition,  no beneficial owner
of an interest in a global note will be able to transfer that interest except in
accordance with Euroclear's and Clearstream's applicable procedures (in addition
to those under the indenture referred to herein).

     Investors may hold their interests in the global note through  Euroclear or
Clearstream,  if they are  participants in such systems,  or indirectly  through
organizations  that are participants in such systems.  Clearstream and Euroclear
will hold interests in the global note on behalf of their  participants  through
customers'  securities  accounts in their  respective  names on the books of the
Common  Depositary.  All  interests  in the  global  note may be  subject to the
procedures and requirements of Euroclear and Clearstream.

     Payments of the  principal  of and interest on the global note will be made
to the order of the Common  Depositary  or its nominee as the  registered  owner
thereof.  Neither  KII,  the  Trustee,  the Common  Depositary  nor any of their
respective  agents will have any  responsibility  or liability for any aspect of
the  records  relating to or payments  made on account of  beneficial  ownership
interests in the global note or for  maintaining,  supervising  or reviewing any
records relating to such beneficial ownership interests.

     We expect that the Common Depositary, in its capacity as paying agent, upon
receipt of any  payment or  principal  or  interest  in respect of a global note
representing any new notes held by it or its nominee,  will  immediately  credit
the accounts of Euroclear or Clearstream, as the case may be, which in turn will
immediately credit accounts of participants in Euroclear or Clearstream,  as the
case  may be,  with  payments  in  amounts  proportionate  to  their  respective
beneficial  interests in the  principal  amount of such global note for such new
notes as shown on the records of Euroclear or  Clearstream,  as the case may be.
We also expect that payments by participants  to owners of beneficial  interests
in such global note held through such  participants will be governed by standing
instructions  and customary  practices,  as is now the case with securities held
for the accounts of customers registered in "street name." Such payments will be
the responsibility of such participants.

     Because  Euroclear  and  Clearstream  can  act  only  on  behalf  of  their
respective participants,  who in turn act on behalf of indirect participants and
certain banks, the ability of a holder of a beneficial interest in a global note
to pledge such  interest to persons or entities that do not  participate  in the
Euroclear or Clearstream  systems,  or otherwise take actions in respect of such
interest,  may be  limited  by the  lack of a  definitive  certificate  for such
interest.  The laws of some countries and some U.S.  states require that certain
persons take physical delivery of securities in certificated form. Consequently,
the ability to transfer  beneficial  interests  in a global note to such persons
may be limited.

     Transfers of interests in a global note between  participants  in Euroclear
and  Clearstream  will be effected in the ordinary way in accordance  with their
respective rules and operating procedures.

     Euroclear  and  Clearstream  have advised us that they will take any action
permitted to be taken by a holder of notes  (including the presentation of notes
for  exchange  as  described  below)  only  at the  direction  of  one  or  more
participants to whose account with Euroclear or Clearstream, as the case may be,
interests  in a global note are  credited and only in respect of such portion of
the  aggregate  principal  amount of the notes as to which such  participant  or
participants has or have given such direction.  However, if there is an event of
default under the notes, Euroclear and Clearstream reserve the right to exchange
the global note for legended notes in certificated  form, and to distribute such
notes to their respective participants.

     Euroclear  and  Clearstream  have  advised  us as  follows:  Euroclear  and
Clearstream  each hold  securities for their account  holders and facilitate the
clearance and  settlement of securities  transactions  by electronic  book-entry
transfer between their respective account holders,  thereby eliminating the need
for physical  movements of  certificates  and any risk from lack of simultaneous
transfers of securities.


                                      -80-

     Euroclear  and  Clearstream   each  provide  various   services   including
safekeeping,  administration, clearance and settlement of internationally traded
securities and securities lending and borrowing.  Euroclear and Clearstream each
also  deal  with  domestic  securities  markets  in  several  countries  through
established  depository and custodial  relationships.  The respective systems of
Euroclear and Clearstream  have  established an electronic  bridge between their
two systems across which their respective account holders may settle trades with
each other.

     Account holders in both Euroclear and Clearstream are world-wide  financial
institutions  including  underwriters,  securities  brokers and  dealers,  trust
companies  and clearing  corporations.  Indirect  access of both  Euroclear  and
Clearstream is available to other  institutions that clear through or maintain a
custodial relationship with an account holder of either system.

     An account holder's overall contractual  relations with either Euroclear or
Clearstream  are governed by the  respective  rules and operation  procedures of
Euroclear or Clearstream and any applicable laws. Both Euroclear and Clearstream
act under such rules and operating procedures only on behalf of their respective
account  holders,  and have no record of or  relationship  with persons  holding
through their respective account holders.

     Although   Euroclear  and  Clearstream   currently   follow  the  foregoing
procedures  to   facilitate   transfers  of  interests  in  global  notes  among
participants  of Euroclear and  Clearstream,  they are under no obligation to do
so, and such procedures may be discontinued or modified at any time.  Neither we
nor the Trustee will have any responsibility for the performance by Euroclear or
Clearstream or their respective  participants or indirect  participants of their
respective   obligations   under  the  rules  and  procedures   governing  their
operations.

Redemption of Global Notes

     In the  event  any  global  note,  or any  portion  thereof,  is  redeemed,
Euroclear and/or Clearstream,  as applicable will distribute the amount received
by it in respect of the global note so  redeemed  to the  holders of  book-entry
interests  in such global note from the amount  received by it in respect of the
redemption of such global note. The redemption  price payable in connection with
the redemption of such book-entry interests will be equal to the amount received
by Euroclear or Clearstream, as applicable, in connection with the redemption of
such global note (or any portion  thereof).  We understand  that under  existing
practices of Euroclear and Clearstream, if fewer than all of the notes are to be
redeemed at any time,  Euroclear and  Clearstream  will credit their  respective
participants'  accounts on a  proportionate  basis (with  adjustments to prevent
fractions)  or by lot or on such other basis as they deem fair and  appropriate;
provided,  however,  that no  book-entry  interest  of  less  than  euro  50,000
principal amount at maturity, or less, may be redeemed in part.

Certificated Notes

     If any  depositary  is at any time  unwilling  or unable to  continue  as a
depositary  for the  notes  for the  reasons  set  forth  above,  we will  issue
certificates  for such notes in definitive,  fully  registered,  non-global form
without interest coupons in exchange for the global note. Certificates for notes
delivered in exchange for any global note or beneficial  interests  therein will
be registered in the names, and issued in any approved denominations,  requested
by Euroclear,  Clearstream or the Common  Depositary  (in accordance  with their
customary  procedures).  Upon transfer or partial  redemption  of any note,  new
certificates may be obtained from the Transfer Agent in Luxembourg.

     Notwithstanding  any statement herein, we and the trustee reserve the right
to impose such transfer,  certification,  exchange or other requirements, and to
require such restrictive  legends on certificates  evidencing notes, as they may

                                      -81-

determine are necessary to ensure  compliance  with the  securities  laws of the
United  States  and the  states  therein  and any  other  applicable  laws or as
Euroclear or Clearstream may require.

Same-Day Settlement and Payment

     The indenture requires that payments in respect of the notes represented by
a global note,  including  principal,  premium,  if any, interest and liquidated
damages, if any, be made by wire transfer of immediately  available funds to the
accounts  specified  by the  global  note  holder.  With  respect  to  notes  in
certificated  form,  we will make all payments of  principal,  premium,  if any,
interest  and  liquidated  damages,  if any,  by wire  transfer  of  immediately
available funds to the accounts  specified by the holders thereof or, if no such
account  is  specified,  by  mailing  a check to each such  holder's  registered
address. Certificated notes may be surrendered for payment at the offices of the
Trustee  or, so long as the  notes  are  admitted  to the  Official  List of the
Luxembourg  Stock Exchange,  the Paying Agent in Luxembourg on the maturity date
of the notes. We expect that secondary  trading in any  certificated  notes will
also be settled in immediately available funds.

                           MATERIAL TAX CONSIDERATIONS

United States Tax Considerations

     The  following  discussion  in this  section  entitled  "United  States Tax
Considerations"  is the opinion of our counsel,  Locke  Liddell & Sapp LLP, with
respect  to  the  material  United  States  federal  income  tax  considerations
generally  applicable to a U.S.  Person who exchanges old notes for new notes in
the exchange  offer.  This  opinion is based upon the  Internal  Revenue Code of
1986, as amended (the  "Code"),  Treasury  regulations,  rulings of the Internal
Revenue  Service  (the "IRS") and  judicial  decisions  in existence on the date
hereof,  all of which  are  subject  to  change.  Any such  change  could  apply
retroactively  and could affect adversely the tax consequences  described below.
No advance tax ruling has been sought or obtained from the IRS regarding the tax
consequences of the transactions  described herein and there can be no assurance
that the IRS will not challenge one or more of the tax consequences described in
this prospectus.  This discussion does not purport to be a complete  analysis of
all potential tax considerations related to the notes.

     For purposes of this discussion, a U.S. Person is:

     o    an individual who is a citizen of the United States or who is resident
          in the United States for United States federal income tax purposes;

     o    a  corporation  (including  any entity  treated as a  corporation  for
          United States federal income tax  purposes),  that is organized  under
          the laws of the  United  States or any state  thereof  (including  the
          District of Columbia);

     o    an estate  the income of which is  subject  to United  States  federal
          income taxation regardless of its source; or

     o    a trust  that is  subject  to the  supervision  of a court  within the
          United  States  and is subject  to the  control of one or more  United
          States  persons as described in Section  7701(a)(30)  of the Code,  or
          that  has  a  valid  election  in  effect  under  applicable  Treasury
          regulations to be treated as a United States person.

     For purposes of this discussion, a U.S. Holder is a beneficial owner of the
notes who or which is a U.S. Person and a Non-U.S.  Holder is a beneficial owner
of the notes other than a U.S. Holder or a partnership.

     This   discussion   does  not  address  all  United   States   federal  tax
considerations,  such as estate and gift tax consequences to U.S. Holders,  that
may be  relevant  to a Holder  in light of its  particular  circumstances.  This
discussion  does not  address the federal  income tax  consequences  that may be
relevant to certain Holders that may be subject to special treatment (including,
without  limitation,  Holders  subject to the  alternative  minimum tax,  banks,
insurance companies,  tax-exempt  organizations,  financial institutions,  small
business  investment  companies,  partnerships or other  pass-through  entities,
dealers in securities or currencies,  broker-dealers,  persons who hold notes as

                                      -82-

part of a straddle, hedging,  constructive sale, or conversion transaction,  and
U.S. Holders whose  functional  currency is not the U.S.  dollar).  Furthermore,
this discussion does not address any aspects of state,  local or other taxation.
This  discussion is limited to those Holders who purchased  notes in the initial
offering at the initial  offering  price and who hold notes as "capital  assets"
within  the  meaning of Section  1221 of the Code.  In the case of any  Non-U.S.
Holder  who  is an  individual,  the  following  discussion  assumes  that  this
individual  was not a former  United  States  citizen,  and was not  formerly  a
resident of the United States for United States federal income tax purposes.

     If a  partnership  (including  for this  purpose  any  entity  treated as a
partnership for United States federal income tax purposes) is a beneficial owner
of the notes,  the  treatment  of a partner in the  partnership  will  generally
depend  upon  the  status  of  the  partner  and  upon  the  activities  of  the
partnership.  A Holder  of notes  that is a  partnership  and  partners  in such
partnership  should  consult their tax advisors  about the United States federal
income tax consequences of holding and disposing of the notes.

     This  discussion  is not intended to be, and should not be construed to be,
legal,  business or tax advice to any  particular  Holder.  Holders are urged to
consult  their tax  advisors  regarding  the United  States  federal  income tax
consequences  of  exchanging,  holding and disposing of the notes as well as any
tax consequences that may arise under the laws of any foreign,  state,  local or
other taxing jurisdictions.

     Exchange of Notes

     The  exchange  of old notes for new notes in the  exchange  offer  will not
constitute a taxable event. As a result:

o    no Holder will recognize taxable gain or loss as a result of exchanging old
     notes for new notes pursuant to the exchange offer;

o    each  Holder's  holding  period of the new notes will  include  the holding
     period of the old notes exchanged;

o    each  Holder's  adjusted tax basis of the new notes will be the same as the
     adjusted  tax  basis of the old notes  exchanged  immediately  before  such
     exchange; and

o    each Holder who elected to accrue de minimis  original  issue  discount and
     all stated  interest into income on a constant yield basis will continue to
     do so.

     Consequences to U.S. Holders

     Stated  Interest.  Stated  interest  on the notes will be taxable to a U.S.
Holder as  ordinary  income at the time the  interest  accrues or is received in
accordance with the U.S. Holder's method of accounting for United States federal
income tax purposes.

     We intend  to take the  position  for  United  States  federal  income  tax
purposes  that any  redemption  premium paid upon a change in control  should be
taxable  to a U.S.  Holder as  ordinary  income  when  received  or  accrued  in
accordance  with the U.S.  Holder's  method of accounting for federal income tax
purposes.  This position is based in part on our  determination  that, as of the
date of  issuance of the new notes,  the  possibility  that any such  additional
payment will actually be made is a "remote" or "incidental"  contingency  within
the meaning of applicable Treasury regulations.  Accordingly,  we will not treat
the new notes as "contingent  payment debt  instruments." Our determination that
the  possibility  is a remote or incidental  contingency is binding on each U.S.
Holder,  unless the U.S. Holder explicitly  discloses to the IRS, on its federal
income tax return for the year during which the note is acquired,  that the U.S.
Holder is taking a different position. Regardless of our position, however, this
matter is not free from doubt,  and the IRS may assert that the possibility that
such an  additional  payment will actually be made is not a remote or incidental
contingency. If such an assertion by the IRS is successful, you could be subject
to tax  consequences  that differ  materially and adversely from those described
below. The remainder of this discussion assumes that the contingent payment debt
rules will not apply to the new notes.


                                      -83-

     The  interest on the new notes will be paid in euros  rather than in United
States  dollars.  In  general,  a U.S.  Holder  that  uses  the cash  method  of
accounting  will be required to include in income the United States dollar value
of the  amount of  interest  income  received,  whether  or not the  payment  is
received in United States dollars or converted into United States  dollars.  The
United States  dollar value of the amount of interest  received is the amount of
foreign  currency  interest  paid,  translated  at the spot  rate on the date of
receipt.  The U.S.  Holder will not have  exchange  gain or loss on the interest
payment, but may have exchange gain or loss when the U.S. Holder disposes of any
foreign currency received.

     A U.S.  Holder  that uses the accrual  method of  accounting  is  generally
required to include in income the United States dollar value of interest accrued
during the accrual period.  Accrual basis U.S.  Holders may determine the amount
of income  recognized with respect to such interest in accordance with either of
two methods.  Under the first method,  the U.S. dollar value of accrued interest
is  translated  at the average rate for the interest  accrual  period (or,  with
respect to an accrual period that spans two taxable years,  the average rate for
the partial period within the taxable year). For this purpose,  the average rate
is the simple  average of spot rates of exchange  for each  business day of such
period or other  average  exchange  rate for the period  reasonably  derived and
consistently  applied by the U.S. Holder. Under the second method, a U.S. Holder
can elect to  accrue  interest  at the spot rate on the last day of an  interest
accrual  period (in the case of a partial  accrual  period,  the last day of the
taxable year) or, if the last day of an interest  accrual  period is within five
business days of the receipt or payment, the spot rate on the date of receipt or
payment.  Any such election will apply to all debt  instruments held by the U.S.
Holder at the beginning of the first taxable year to which the election  applies
and thereafter acquired,  and may not be revoked without the consent of the IRS.
An accrual basis U.S. Holder will recognize exchange gain or loss on the receipt
of a foreign currency  interest payment if the exchange rate on the date payment
is received  differs from the rate  applicable  to the previous  accrual of that
interest  income.  The  foreign  currency  gain or loss  of a U.S.  Holder  will
generally be treated as United States sourced ordinary income or loss.

     Original Issue Discount.  If the stated  redemption  price at maturity of a
note exceeds its "issue price," the excess is treated as original issue discount
("OID")  that is taxable to the holder as  ordinary  income on a current  basis.
However, if the amount of this excess is less than a specified de minimis amount
(generally  0.25% of the product of the stated  redemption price at maturity and
the number of complete years to maturity from the date of issue) the OID will be
treated  as zero.  The issue  price of the notes is the price  paid by the first
buyer of such notes.

     The  stated  redemption  price of the notes is not  expected  to exceed the
issue price by more than the specified de minimis  amount.  Accordingly,  any de
minimis OID on the notes will not be taxable to a U.S. Holder as ordinary income
on a current  basis  (unless the U.S.  Holder makes an  affirmative  election to
accrue  such de minimis  OID and all stated  interest  into income on a constant
yield basis).  The remainder of this  discussion  assumes that there will not be
OID on the notes.

     Disposition of Notes. In the case of a sale or other disposition (including
a  retirement,  but  excluding  the  exchange)  of a note,  a U.S.  Holder  will
recognize  gain or loss  equal to the  difference,  if any,  between  the amount
received (other than any amount representing accrued but unpaid stated interest,
which is taxable as ordinary income) and the U.S. Holder's adjusted tax basis in
the note at the time of  sale.  A U.S.  Holder's  adjusted  tax  basis in a note
generally  will  equal  the  U.S.  Holder's  cost of the note in  United  States
dollars.  Except as described  below with respect to currency  exchange  gain or
loss, gain or loss recognized by a U.S. Holder on a sale or other disposition of
a note  generally  will  constitute  capital  gain or  loss.  Capital  gains  of
non-corporate  taxpayers  from the sale or other  disposition of a note held for
more than one year are  eligible  for  reduced  rates of United  States  federal
income  taxation.  The  deductibility  of a capital loss realized on the sale or
other disposition of a note may be subject to limitations.

     With respect to the sale or other disposition (including a retirement,  but
excluding the exchange) of a note  denominated in euros,  the amount realized in
euros will be  considered  to be (1) first,  the  payment of accrued  but unpaid
interest (on which  exchange gain or loss will be recognized as described in the
section  entitled  "Stated  Interest"  above),  and (2)  second,  a  payment  of
principal.  For purposes of determining gain or loss (as discussed  above),  the
amount  realized  in  euros  will be  translated  on the  date of sale or  other
disposition.  Additionally, exchange gain or loss will be separately computed in
euros on the amount of  principal to the extent that the rate of exchange on the
date of sale or other disposition  differs from the rate of exchange on the date
the note was acquired.  Exchange  gain or loss computed on accrued  interest and

                                      -84-

principal will be recognized,  however, only to the extent of total gain or loss
realized on the transaction.

     In the case of a note  denominated  in  euros,  the cost of the note to the
U.S.  Holder will be the United  States  dollar value of the  purchase  price in
euros  translated at the spot rate for the date of purchase.  The  conversion of
United  States  dollars  into euros and the  immediate  use of that  currency to
purchase a note  generally  will not result in a taxable gain or loss for a U.S.
Holder.

     Disposition  of  Euros.  A U.S.  Holder  will have a tax basis in any euros
received as interest on a note, or received on the sale or other  disposition of
a note,  equal to the United  States  dollar  value of such euros on the date of
receipt.  Any  gain  or  loss  realized  by a U.S.  Holder  on a sale  or  other
disposition of such euros will be ordinary income or loss.

     Backup  Withholding  and Information  Reporting.  We, our paying agent or a
broker may be required to provide the IRS with  certain  information,  including
the name,  address  and  taxpayer  identification  number of U.S.  Holders,  the
aggregate  amount of principal  and  interest  (and  premium,  if any) and sales
proceeds  paid to that Holder  during the calendar  year,  and the amount of tax
withheld,  if any.  This  obligation,  however,  does not apply with  respect to
certain U.S. Holders including corporations, tax-exempt organizations, qualified
pension and profit  sharing trusts and individual  retirement  accounts.  In the
event that a U.S. Holder subject to the reporting  requirements  described above
fails to  supply  its  correct  taxpayer  identification  number  in the  manner
required  by  applicable  law or is  notified  by the IRS that it has  failed to
properly  report  payments of interest and dividends,  we, our paying agent or a
broker may be required to "backup"  withhold tax  (currently  at a rate equal to
28%) on each payment of interest and principal  (and premium,  if any) and sales
proceeds on or with respect to the notes.

     Backup withholding is not an additional tax; any amounts so withheld may be
credited against the United States federal income tax liability of the Holder or
refunded  if the  amounts  withheld  exceed such  liability,  provided  that the
required information is timely furnished to the IRS.

     Consequences to Non-U.S. Holders

     Interest  Income.  Interest  earned on a note by a Non-U.S.  Holder will be
considered  "portfolio  interest,"  and will not be  subject  to  United  States
federal income tax or withholding, if:

o    the certification  requirements described generally below are satisfied and
     the Non-U.S.  Holder is not (i) a "controlled foreign  corporation" that is
     related to us as described in Section 881(c)(3)(C) of the Code, (ii) a bank
     receiving  the  interest  on a loan  made  in the  ordinary  course  of its
     business,  or (iii) a person who owns,  directly  or under the  attribution
     rules  of  Section  871(h)(3)(C)  of the  Code,  10% or more  of the  total
     combined voting power of all our stock;

o    the interest is not  effectively  connected  with the conduct of a trade or
     business within the United States by the Non-U.S. Holder; and

o    we do not have  actual  knowledge  or reason  to know  that the  beneficial
     Holder is a U.S. Person and we can reliably  associate the interest payment
     with the certification documents provided to us.

     The  certification  requirements  will  be  satisfied  if  either  (i)  the
beneficial owner of the note timely  certifies to us or our paying agent,  under
penalties of perjury, that such owner is a Non-U.S. Holder and provides its name
and address, or (ii) a custodian,  broker, nominee, or other intermediary acting
as  an  agent  for  the  beneficial   owner  (such  as  a  securities   clearing
organization,   bank  or  other  financial  institution  that  holds  customers'
securities in the ordinary course of its trade or business) that holds the notes
in such capacity timely certifies to us or our paying agent,  under penalties of
perjury,  that such statement has been received from the beneficial owner of the
notes by such intermediary,  or by any other financial  institution between such
intermediary and the beneficial owner, and furnishes to us or our paying agent a
copy  thereof.  The  foregoing  certification  may  be  provided  on a  properly
completed IRS Form W-8BEN or W-8IMY, as applicable, or any successor forms, duly
executed  under  penalties  of  perjury.   With  respect  to  the  certification
requirement  for notes that are held by an entity that is classified  for United

                                      -85-

States  federal  income tax purposes as a foreign  partnership,  the  applicable
Treasury  Regulations  provide that, unless the foreign  partnership has entered
into a  withholding  agreement  with the IRS,  the foreign  partnership  will be
required,  in addition to providing an  intermediary  Form W-8IMY,  to attach an
appropriate certification by each partner.

     Any payments to a Non-U.S.  Holder of interest  that do not qualify for the
"portfolio interest" exemption,  and that are not effectively connected with the
conduct of a trade or business within the United States by the Non-U.S.  Holder,
will be subject to United States federal income tax and withholding at a rate of
30% (or at a lower rate under an applicable tax treaty).

     Disposition of Notes. Any gain recognized by a Non-U.S. Holder on a sale or
other disposition (including a retirement, but excluding the exchange) of a note
will not be subject to United States  federal  income tax or  withholding if (i)
the gain is not  effectively  connected  with the conduct of a trade or business
within  the  United  States by the  Non-U.S.  Holder,  and (ii) in the case of a
Non-U.S.  Holder who is an  individual,  such  individual  is not present in the
United  States  for 183  days or more in the  taxable  year of the sale or other
disposition,  or the individual  does not have a "tax home" in the United States
and the gain is not  attributable  to an office or other fixed place of business
maintained in the United States by the individual.

     Effectively  Connected Income.  Any interest earned on a note, and any gain
realized on a sale or other disposition  (including a retirement,  but excluding
the exchange) of a note,  that is  effectively  connected  with the conduct of a
trade or business within the United States by a Non-U.S.  Holder will be subject
to  United  States  federal  income  tax at  regular  graduated  rates as if the
Non-U.S.  Holder were a U.S. Holder.  In addition,  if the Non-U.S.  Holder is a
corporation, the Non-U.S. Holder may also be subject to a 30% branch profits tax
(unless  reduced or  eliminated  by an  applicable  treaty)  imposed on any such
effectively  connected  earnings and profits.  However,  such income will not be
subject to United States federal income tax  withholding if the Non-U.S.  Holder
furnishes a properly completed IRS Form W-8ECI to us or our paying agent.

     Estate Tax Consequences. Any note that is owned by an individual who is not
a citizen or resident (as specially defined for United States federal estate tax
purposes) of the United States at the date of death will not be included in such
individual's  estate for United States federal  estate tax purposes,  unless the
individual owns, directly or indirectly,  10% or more of the voting power of all
our stock, or, at the time of such  individual's  death,  payments in respect of
the notes  would  have  been  effectively  connected  with the  conduct  by such
individual of a trade or business in the United States.

     Backup  Withholding and Information  Reporting.  We must report annually to
the IRS and to each Non-U.S. Holder any interest on the notes that is subject to
withholding or that is exempt from U.S. withholding tax pursuant to a tax treaty
or the "portfolio interest"  exemption.  Copies of these information returns may
also be made available under the provisions of a specific treaty or agreement to
the tax authorities of the country in which the Non-U.S. Holder resides.

     In the case of payments of interest on the notes,  backup  withholding  and
information  reporting  will  not  apply  if the  Non-U.S.  Holder  has made the
requisite  certification,  described in the section entitled  "Interest  Income"
above or otherwise  establishes  an exemption,  provided that neither we nor our
paying agent has actual knowledge that (i) the holder is a U.S. Holder,  or (ii)
the conditions of any other exemption are not, in fact, satisfied.

     The payment of the proceeds on the disposition  (including a redemption) of
a note to or through the U.S.  office of a broker  generally  will be subject to
information  reporting and potential backup  withholding  unless a holder either
certifies its status as a Non-U.S. Holder under penalties of perjury on IRS Form
W-8BEN (or a suitable  substitute  form) and meets certain  other  conditions or
otherwise  establishes  an exemption.  If the foreign office of a foreign broker
(as  defined  in  applicable  Treasury  regulations)  pays the  proceeds  of the
disposition of a note to the seller thereof,  backup withholding and information
reporting generally will not apply.  Information reporting requirements (but not
backup  withholding)  will apply,  however,  to a payment of the proceeds of the
disposition  of a note by (1) a foreign  office of a custodian,  nominee,  other
agent or broker that is a U.S. Person, (2) a foreign custodian,  nominee,  other
agent or broker that derives 50% or more of its gross income for certain periods
from the  conduct of a trade or  business  in the United  States,  (3) a foreign
custodian,  nominee,  other  agent  or  broker  that  is  a  controlled  foreign
corporation  for United  States  federal  income tax  purposes  or (4) a foreign

                                      -86-

partnership  if at any time during its tax year one or more of its  partners are
U.S. Persons who, in the aggregate,  hold more than 50% of the income or capital
interest of the  partnership  or if, at any time during its  taxable  year,  the
partnership  is engaged in the conduct of a trade or business  within the United
States,  unless  the  custodian,   nominee,   other  agent,  broker  or  foreign
partnership  has  documentary  evidence in its records  that the holder is not a
U.S.  Person  and  certain  other  conditions  are met or the  holder  otherwise
establishes an exemption.

     Backup withholding is not an additional tax; any amounts so withheld may be
credited against the United States federal income tax liability of the holder or
refunded  if the  amounts  withheld  exceed such  liability,  provided  that the
required information is timely furnished to the IRS.

Luxembourg Tax Considerations

     The following  discussion  is a summary of some of the material  Luxembourg
income tax consequences  relevant to the acquisition,  ownership and disposition
of the notes offered by this  prospectus  for a  non-resident  Holder of a note.
This summary is based on Luxembourg laws, regulations, rulings and decisions now
in effect, all of which are subject to change.

     This  summary is of a general  nature  only and is not  intended to be, and
should not be construed to be, legal,  business or tax advice to any  particular
Holder.  Prospective investors are urged to consult their tax advisors regarding
the Luxembourg  income tax consequences of exchanging,  holding and disposing of
the notes as well as any tax  consequences  that may arise under the laws of any
foreign, state, local or other taxing jurisdictions.

         Withholding Tax

     Under the  existing  laws of  Luxembourg  and except as provided for by the
Luxembourg laws of June 21, 2005  implementing  the EU Savings Tax Directive (as
defined below) and the law of December 23, 2005 which  implemented a withholding
tax  that  applies  to  Luxembourg  resident   individuals  only,  there  is  no
withholding tax on the payment of interest on, or reimbursement of principal of,
the notes or on payments made to non-residents of Luxembourg.

     Under the Luxembourg laws of June 21, 2005  implementing the EU Savings Tax
Directive  (Directive  of the Council of the European  Union of June 3, 2003 and
certain  related  agreements  with  the  Netherlands  Antilles,  Aruba,  Jersey,
Guernsey,  Isle of Man, Montserrat and the British Virgin Islands),  payments of
interest or similar  income made or ascribed by a paying  agent  established  in
Luxembourg to or for the immediate  benefit of an individual or certain residual
entities as defined by the law, who, as a result of an identification  procedure
implemented by the paying agent, are identified as residents or are deemed to be
residents of an EU Member State (other than Luxembourg) or of the abovementioned
territories with which related agreements have been concluded, generally will be
subject to a withholding  tax.  However,  the relevant  beneficiary  will not be
subject to withholding if it has adequately instructed the relevant paying agent
to provide  details of the payments of interest or similar  income to the fiscal
authorities  of his or her  country  of  residence  or deemed  residence  or has
provided  a tax  certificate  from his or her  fiscal  authority  in the  format
required by law to that paying agent. Where withholding tax is applied,  it will
be levied at a rate of 15% during the first  three-year  period starting July 1,
2005, at a rate of 20% for the subsequent three-year period and at a rate of 35%
thereafter.

     When used in the preceding paragraph "interest" and "paying agent" have the
meaning given thereto in the Luxembourg  laws of June 21, 2005.  "Interest" will
include accrued or capitalized  interest at the sale, repayment or redemption of
the notes. "Paying Agent" is defined broadly for this purpose and in the context
of the notes means any economic  operator  established  in  Luxembourg  who pays
interest on the notes to or ascribes the payment of such  interest to or for the
immediate benefit of the beneficial  owner,  whether the operator is, or acts on
behalf of, the  relevant  issuer or is  instructed  by the  beneficial  owner to
collect such payment of interest.

     Pursuant  to the law of  December  23,  2005,  interest  on notes paid by a
Luxembourg  paying agent to an individual holder who is a resident of Luxembourg
will be subject to a withholding  tax of 10% which will operate a full discharge
of income tax due on such interest.

                                      -87-

German Tax Considerations

     The  following  is a summary  of some of the  material  German  income  tax
consequences relevant to the acquisition, ownership and disposition of notes for
a resident and  non-resident  Holder of a note.  This summary is based on German
laws, regulations, rulings and decisions now in effect, all of which are subject
to change.

     Under German tax law, the new notes should be treated as identical with the
old notes so that the exchange should not be a taxable  transaction under German
tax law, and the cost basis of the old notes should carry over to the new notes.
However, prospective investors are urged to consult their tax advisors regarding
the German income tax  consequences of exchanging,  holding and disposing of the
notes as well as any tax  consequences  that  may  arise  under  the laws of any
foreign, state, local or other taxing jurisdictions.

Tax Residents

     Payments of interest on the notes,  including interest having accrued up to
the sale of a note and credited separately  ("Accrued  Interest") to persons who
are tax residents of Germany (i.e.,  persons whose  residence,  habitual  abode,
statutory  seat or place of  effective  management  and  control  is  located in
Germany) are subject to German  income tax (plus a solidarity  surcharge of 5.5%
thereon (Solidaritaetszurschlag)). Such interest is also subject to trade tax if
the notes form part of the property of a German trade or business.

     Any OID in excess of certain  threshold amounts is taxed as interest income
in the year the note is sold or redeemed, provided the note can be classified as
a financial innovation  (Finanzinnovation),  including, among other things, zero
coupon notes or discounted notes.  However, if the note is part of property of a
trade or business in Germany, the OID amount must be taken into account pro rata
as  interest  income  over the term of the note and may also be subject to trade
tax. Because the stated  redemption price of the notes is not expected to exceed
the issue price by more than a de minimis amount, no portion of the OID, if any,
on the notes will be taxable to a German Holder as interest  income on a current
or amortized basis. The remainder of this discussion assumes that there will not
be OID on the notes.

     Capital  gains  from the  disposal  of notes by  German-resident  corporate
Holders  of notes will be subject  to  corporate  income tax (plus a  solidarity
surcharge at a rate of 5.5% thereon) and trade tax.

     If the notes are held in a custodial account that the holder maintains with
a German  branch of a German  or  non-German  financial  or  financial  services
institution (the "Disbursing Agent"), a 30% withholding tax on interest payments
(Zinsabschlagsteuer),  plus a 5.5%  solidarity  surcharge  on such tax,  will be
levied, resulting in a total tax charge of 31.65% of the gross interest payment.
Withholding tax is also imposed on Accrued Interest.

     In computing the tax to be withheld,  the Disbursing  Agent may deduct from
the basis of the  withholding  tax any Accrued  Interest paid by the holder of a
note to the Disbursing  Agent during the same calendar year. No withholding  tax
will be deducted if the holder of the note has submitted to the Disbursing Agent
a certificate of non-assessment  (Nichtveranlagungsbescheinigung)  issued by the
relevant local tax office.

     Withholding  tax and the  solidarity  surcharge  thereon  are  credited  as
prepayments against the German income tax and the solidarity surcharge liability
of the  German  resident.  Amounts  overwithheld  will  entitle  the holder to a
refund, based on an assessment to tax.

     Nonresidents

     Interest,  including Accrued Interest,  and capital gains with respect to a
note held by a German nonresident are not subject to German taxation, unless:

(1)  the note forms part of the business property of a permanent  establishment,
     including a permanent representative, or a fixed base maintained in Germany
     by the Holder; or

                                      -88-

(2)  the interest income  otherwise  constitutes  German-source  income (such as
     income  from the  letting  and  leasing  of  certain  property  located  in
     Germany).

     In situations  (1) and (2), a tax regime  similar to that  explained  above
under "Tax Residents"  applies.  Capital gains from the disposition of the Notes
are, however, only taxable in situation (1).

     Nonresidents of Germany are, in general, exempt from German withholding tax
on interest and the solidarity surcharge thereon. However, where the interest is
subject to German taxation as set forth in the preceding paragraph and the notes
are held in a custodial  account with a  disbursing  agent,  withholding  tax is
levied as explained above under "Tax Residents."

     Other Taxes

     No stamp, issue, registration or similar taxes or duties will be payable in
Germany in  connection  with the  issuance,  delivery or execution of the notes.
Currently, a net assets tax is not levied in Germany.

                              PLAN OF DISTRIBUTION

     If you are a  broker-dealer  and hold old notes for your own  account  as a
result of market-making  activities or other trading  activities and you receive
new notes in exchange  for old notes in the  exchange  offer,  then you may be a
statutory underwriter and must acknowledge that you will deliver a prospectus in
connection  with any resale of these new notes.  This  prospectus,  as it may be
amended or  supplemented  from time to time, may be used by a  broker-dealer  in
connection  with  resales of new notes  received in exchange for old notes where
such old notes were  acquired as a result of  market-making  activities or other
trading activities. We acknowledge and, unless you are a broker-dealer, you must
acknowledge that you are not engaged in, do not intend to engage in, and have no
arrangement or understanding with any person to participate in a distribution of
new  notes.  For a period of 120 days  after the  consummation  of the  exchange
offer, we will make this prospectus,  as amended and  supplements,  available to
any broker-dealer for use in connection with any such resale.

     We  will  not  receive  any  proceeds   from  any  sale  of  new  notes  by
broker-dealers.  New notes  received  by  broker-dealers  for their own  account
pursuant  to the  exchange  offer  may be sold  from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the  writing of options on the new notes or a  combination  of those  methods of
resale,  at market prices prevailing at the time of resale, at prices related to
such prevailing market prices or negotiated  prices. Any such resale may be made
directly  to  purchasers  or to or through  brokers or dealers  who may  receive
compensation   in  the  form  of  commissions  or  concessions   from  any  such
broker-dealer  or the purchasers of any such new notes. Any  broker-dealer  that
resells new notes that were  received by it for its own account  pursuant to the
exchange offer and any broker or dealer that  participates  in a distribution of
these new notes may be deemed to be an  "underwriter"  within the meaning of the
Securities  Act,  and  any  profit  on any  such  resale  of new  notes  and any
commissions  or  concessions  received  by any such  persons may be deemed to be
underwriting  compensation  under the Securities  Act. The letter of transmittal
states  that,  by  acknowledging  that  it  will  deliver  and by  delivering  a
prospectus,  a  broker-dealer  will  not  be  deemed  to  admit  that  it  is an
"underwriter" within the meaning of the Securities Act.

     For a period of 120 days after the  consummation  of the exchange offer, we
will promptly send  additional  copies of this  prospectus  and any amendment or
supplement to this prospectus to any broker-dealer  that requests such documents
in the letter of transmittal.  We will promptly send  additional  copies of this
prospectus   and  any  amendment  or  supplement  to  this   prospectus  to  any
broker-dealer that requests those documents in the letter of transmittal.

     We  have  agreed  to pay  all  expenses  incident  to the  exchange  offer,
including  the  expenses  of one counsel for the holders of the notes other than
commissions or concessions of any  broker-dealers and will indemnify the holders
of the new notes,  including any  broker-dealers,  against various  liabilities,
including  liabilities under the Securities Act. We note, however,  that, in the
opinion of the SEC,  indemnification  against  liabilities arising under federal
securities laws is against public policy and may be unenforceable.

                                      -89-

                       WHERE YOU CAN FIND MORE INFORMATION

     We are subject to the  informational  requirements  of the Exchange Act. In
accordance  with  the  Exchange  Act,  we file  periodic  reports,  registration
statements  and  other  information  with  the  SEC.  You may  read and copy our
reports,  registration  statements and other information we file with the SEC at
the public  reference  facilities  maintained by the SEC at 100 F Street,  N.E.,
Washington,  D.C.  20549.  Please  call  the  SEC  at  1-800-SEC-0330  for  more
information  on the public  reference  rooms.  In  addition,  reports  and other
filings are available to the public on the SEC's web site at www.sec.gov.

     If for any reason we are not subject to the reporting  requirements  of the
Exchange  Act in the  future,  we will  still be  required  under the  indenture
governing  the notes to furnish the holders of the notes with certain  financial
and  reporting   information.   See   "Description  of  the  New   Notes-Certain
Covenants-Reports  to Holders" for a description of the information  that we are
required to provide.

     We do not maintain a website on the Internet.  However,  Kronos maintains a
website on the Internet  with the address of  www.kronostio2.com.  Copies of our
Annual  Report on Form 10-K for the year ended  December  31, 2005 and copies of
our  Quarterly  Reports  on Form  10-Q for 2004,  2005 and 2006 and any  Current
Reports on Form 8-K for 2004, 2005 and 2006, and any amendments thereto,  are or
will be available free of charge at such website as soon as reasonably practical
after they are filed with the SEC.  Information  contained on Kronos' website is
not part of this prospectus.

                           GENERAL LISTING INFORMATION

     We will apply to have the new notes  admitted to the  Official  List of the
Luxembourg  Stock  Exchange  and for  trading on the Euro MTF,  the  alternative
market of the Luxembourg  Stock Exchange,  in accordance with its rules once the
exchange offer has been completed. Prior to the listing, a legal notice relating
to the issuance of the new notes and our  certificate of  incorporation  will be
deposited with the Chief Registrar of the District Court of Luxembourg (Greffier
en Chef du Tribunal d'Arrondissement de et a Luxembourg),  where these documents
are available for inspection and where copies of these documents may be obtained
free of charge on request.

     As long as the notes are  admitted to the Official  List of the  Luxembourg
Stock Exchange and the rules of the Luxembourg Stock Exchange so require, copies
of our  certificate  of  incorporation  and the indenture  and the  registration
rights agreement relating to the new notes may be inspected, and our most recent
audited  annual  Consolidated   Financial  Statements  and  unaudited  quarterly
Consolidated  Financial Statements may be obtained,  on any business day free of
charge, at the office of the paying agent in Luxembourg.

     Our board of directors  approved the issuance of the new notes on March 31,
2006.

     Except as disclosed in this prospectus, we are not involved in, or have any
knowledge  of  a  threat  of,  any  litigation,   administrative  proceeding  or
arbitration which, in our judgment,  is or may be material in the context of the
issuance of the notes.

     Except as disclosed in this prospectus,  there has been no material adverse
change in our consolidated  financial  position and no significant change in our
financial and trading position since March 31, 2006.

     We are a Delaware  corporation.  The date of our  incorporation is December
22,  1988.  Our  principal  office is located at 5430 LBJ  Freeway,  Suite 1700,
Dallas, Texas 75240.

                                  LEGAL MATTERS

     Certain  legal  matters  with  regard  to the  validity  of the new  notes,
including the  enforceability  of our obligations  under the new notes,  will be
passed upon for us by Locke Liddell & Sapp LLP, Dallas, Texas.

                                      -90-

                                     EXPERTS

     The Consolidated Financial Statements of Kronos International, Inc. and its
subsidiaries as of December 31, 2004 and 2005 and for each of the three years in
the period ended  December  31, 2005  included in this  prospectus  have been so
included  in  reliance  on  the  reports  of   PricewaterhouseCoopers   LLP,  an
independent  registered  public  accounting firm, given on the authority of said
firm as experts in auditing and accounting.

     The  Consolidated  Financial  Statements  of  Kronos  Titan  GmbH  and  its
subsidiary  as of December  31, 2004 and 2005 and for each of the three years in
the period ended  December  31, 2005  included in this  prospectus  have been so
included in reliance on the report of PricewaterhouseCoopers LLP, an independent
registered  public  accounting  firm,  given on the  authority  of said  firm as
experts in auditing and accounting.

     The  Consolidated  Financial  Statements  of  Kronos  Denmark  ApS  and its
subsidiaries as of December 31, 2004 and 2005 and for each of the three years in
the period ended  December  31, 2005  included in this  prospectus  have been so
included in reliance on the report of PricewaterhouseCoopers LLP, an independent
registered  public  accounting  firm,  given on the  authority  of said  firm as
experts in auditing and accounting.

                                      -91-



                           KRONOS INTERNATIONAL, INC.

                          Index of Financial Statements


Financial Statements                                                       Page

  Report of Independent Registered Public Accounting Firm                   F-2

  Consolidated Balance Sheets - December 31, 2004 and 2005;
   March 31, 2006 (unaudited)                                               F-3

  Consolidated Statements of Income -
   Years ended December 31, 2003, 2004 and 2005;
    Three months ended March 31, 2005 and 2006 (unaudited)                  F-5

  Consolidated Statements of Comprehensive Income (Loss) -
   Years ended December 31, 2003, 2004 and 2005;
    Three months ended March 31, 2005 and 2006 (unaudited)                  F-6

  Consolidated Statements of Stockholder's Equity -
   Years ended December 31, 2003, 2004 and 2005;
    Three months ended March 31, 2006 (unaudited)                           F-7

  Consolidated Statements of Cash Flows -
   Years ended December 31, 2003, 2004 and 2005;
    Three months ended March 31, 2005 and 2006 (unaudited)                  F-8

  Notes to Consolidated Financial Statements                                F-10



Other Financial Statements filed pursuant to Rule 3-16
 of Regulation S-X


  Financial Statements of Kronos Titan GmbH                                 FA-1

  Financial Statements of Kronos Denmark ApS                                FB-1




                                      F-1





             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Stockholder and Board of Directors of Kronos International, Inc.:

     In  our  opinion,  the  consolidated  financial  statements  listed  in the
accompanying  index  present  fairly,  in all material  respects,  the financial
position of Kronos International, Inc. and Subsidiaries at December 31, 2004 and
2005,  and the results of their  operations and their cash flows for each of the
three years in the period ended December 31, 2005 in conformity  with accounting
principles  generally accepted in the United States of America.  These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.  We conducted our audits of these  statements in accordance with the
standards of the Public  Company  Accounting  Oversight  Board (United  States).
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.






PricewaterhouseCoopers LLP





Dallas, Texas
March 28, 2006

                                      F-2


                   KRONOS INTERNATIONAL, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                        (In thousands, except share data)



                                                                 December 31,                  March 31,
                                                           -------------------------          -----------
                ASSETS                                      2004               2005              2006
                                                            ----               ----              ----
                                                                                              (unaudited)
 Current assets:
                                                                                      
   Cash and cash equivalents                             $ 17,505           $ 63,284           $ 55,751
   Restricted cash                                          1,529              1,355                951
   Accounts and other receivables, net                    130,729            120,182            148,642
   Receivables from affiliates                              2,517              1,952              4,217
   Refundable income taxes                                  2,586              1,053                864
   Inventories                                            170,261            185,348            182,782
   Prepaid expenses                                         3,141              2,680              4,594
   Deferred income taxes                                     -                  -                    52
                                                         --------           --------           --------

       Total current assets                               328,268            375,854            397,853
                                                         --------           --------           --------

 Other assets:
    Deferred financing costs, net                          10,404              7,722              7,261
    Restricted marketable debt securities                   2,877              2,572              2,635
    Unrecognized net pension obligation                     7,524              6,108              6,229
    Deferred income taxes                                 238,284            213,275            212,513
    Other                                                   1,591                960              1,123
                                                         --------           --------           --------

       Total other assets                                 260,680            230,637            229,761
                                                         --------           --------           --------

 Property and equipment:
   Land                                                    34,164             30,288             30,760
   Buildings                                              153,442            138,925            142,797
   Equipment                                              724,904            644,271            660,184
   Mining properties                                       71,980             68,163             68,950
   Construction in progress                                13,560             12,112              5,988
                                                         --------           --------           --------

                                                          998,050            893,759            908,679
   Less accumulated depreciation and amortization         601,815            544,984            559,854
                                                         --------           --------           --------

       Net property and equipment                         396,235            348,775            348,825
                                                         --------           --------           --------

                                                         $985,183           $955,266           $976,439
                                                         ========           ========           ========






          See accompanying notes to consolidated financial statements.

                                      F-3


                   KRONOS INTERNATIONAL, INC. AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                        (In thousands, except share data)


                                                                 December 31,                  March 31,
                                                           -------------------------          -----------
    LIABILITIES AND STOCKHOLDER'S EQUITY                    2004              2005               2006
                                                            ----              ----               ----
                                                                                              (unaudited)
 Current liabilities:
                                                                                     
   Current maturities of long-term debt                $   13,792         $      958          $      959
   Accounts payable and accrued liabilities               126,949            118,285             127,797
   Payable to affiliates                                   11,042             14,882                  84
   Income taxes                                            17,080             21,799              24,137
   Deferred income taxes                                    2,722              4,136                 679
                                                       ----------         ----------          ----------

       Total current liabilities                          171,585            160,060             153,656
                                                       ----------         ----------          ----------

 Noncurrent liabilities:
   Long-term debt                                         519,403            452,865             459,245
   Deferred income taxes                                   22,358             19,265              22,048
   Accrued pension cost                                    48,441            125,766             124,639
   Other                                                   16,840             15,434              17,027
                                                       ----------         ----------          ----------

       Total noncurrent liabilities                       607,042            613,330             622,959
                                                       ----------         ----------          ----------

 Minority interest                                             76                 75                  78
                                                       ----------         ----------          ----------

 Stockholder's equity:
   Common stock, $100 par value; 100,000 shares
    authorized; 2,968 shares issued                           297                297                 297
   Additional paid-in capital                           1,944,185          1,944,185           1,944,185
   Retained deficit                                    (1,399,118)        (1,339,332)         (1,326,184)
   Notes receivable from affiliate                       (209,526)          (209,526)           (209,526)
   Accumulated other comprehensive loss:
     Currency translation                                 (99,764)          (130,178)           (125,381)
     Pension liabilities                                  (29,594)           (83,645)            (83,645)
                                                       ----------         ----------          ----------

       Total stockholder's equity                         206,480            181,801             199,746
                                                       ----------         ----------          ----------

                                                       $  985,183         $  955,266          $  976,439
                                                       ==========         ==========          ==========


Commitments and contingencies (Notes 10 and 13)

          See accompanying notes to consolidated financial statements.

                                      F-4

                   KRONOS INTERNATIONAL, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

                                 (In thousands)



                                                                                                         Three months ended
                                                              Years ended December 31,                         March 31,
                                                     -----------------------------------------         ------------------------
                                                       2003            2004             2005            2005              2006
                                                       ----            ----             ----            ----              ----
                                                                                                             (unaudited)

                                                                                                         
Net sales                                            $715,906        $807,970         $850,873        $209,536          $208,636
Cost of sales                                         516,864         609,559          613,178         147,166           155,589

    Gross margin                                      199,042         198,411          237,695          62,370            53,047

Selling, general and administrative expense            86,965         104,110          110,185          28,084            27,661
Other operating income (expense):
  Currency transaction gains (losses), net             (3,721)         (2,243)           4,090             770            (1,207)
  Disposition of property and equipment                  (394)           (895)          (1,395)            (34)             (433)
  Royalty income                                        6,122           6,034            6,827           1,502             2,153
  Other income                                            489             426              576              36                 9
  Other expense                                          (130)            (72)             (86)           -                 -
                                                     --------        --------         --------        --------          --------

    Income from operations                            114,443          97,551          137,522          36,560            25,908

Other income (expense):
  Interest income from affiliates                          30           2,767           18,943           4,941             4,451
  Trade interest income                                   700           1,147              951              74               460
  Securities transaction gain                            -               -               5,439            -                 -
  Interest expense to affiliates                          (81)             (4)            -               -                 -
  Other interest expense                              (32,529)        (36,688)         (43,950)        (11,611)          (10,303)
                                                     --------        --------         --------        --------          --------

    Income before income taxes and minority
         interest                                      82,563          64,773          118,905          29,964            20,516

Provision (benefit) for income taxes                      730        (261,260)          59,107          11,722             7,366

Minority interest                                          72              53               12               4                 2
                                                     --------        --------         --------        --------          --------

    Net income                                       $ 81,761        $325,980         $ 59,786        $ 18,238          $ 13,148
                                                     ========        ========         ========        ========          ========


          See accompanying notes to consolidated financial statements.
                                      F-5

                   KRONOS INTERNATIONAL, INC. AND SUBSIDIARIES

             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

                                 (In thousands)




                                                                                                         Three months ended
                                                              Years ended December 31,                         March 31,
                                                     -----------------------------------------         ------------------------
                                                       2003            2004             2005            2005              2006
                                                       ----            ----             ----            ----              ----
                                                                                                             (unaudited)

                                                                                                       
Net income                                           $  81,761       $ 325,980        $  59,786       $  18,238       $  13,148
                                                     ---------       ---------        ---------       ---------       ---------

Other comprehensive (loss) income, net of tax:

  Minimum pension liabilities adjustment               (27,647)          4,803          (54,051)           -               -

  Currency translation adjustment                        5,600          33,661          (30,414)          2,378           4,797
                                                     ---------       ---------        ---------       ---------       ---------

      Total other comprehensive income (loss)          (22,047)         38,464          (84,465)          2,378           4,797
                                                     ---------       ---------        ---------       ---------       ---------

          Comprehensive income (loss)                $  59,714       $ 364,444        $ (24,679)      $  20,616       $  17,945
                                                     =========       =========        =========       =========       =========





          See accompanying notes to consolidated financial statements.

                                      F-6



                   KRONOS INTERNATIONAL, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

                  Years ended December 31, 2003, 2004 and 2005

                and three months ended March 31, 2006 (unaudited)

                                 (In thousands)


                                                                                               Accumulated other
                                                                                                 comprehensive
                                                                                Notes            income (loss)            Total
                                                 Additional      Retained     receivable   -------------------------      common
                                     Common        paid-in       earnings        from        Currency      Pension     stockholder's
                                      stock        capital       (deficit)    affiliates   translation   liabilities      equity
                                    ---------   ------------   ------------  ------------  -----------   -----------  -------------

                                                                                                   
Balance at December 31, 2002         $ 297       $1,944,185    $(1,721,859)   $    -      $ (139,025)    $ (6,750)      $   76,848

Net income                              -              -            81,761         -            -            -              81,761
Other comprehensive income (loss),
  net of tax                            -              -              -            -           5,600      (27,647)         (22,047)
Cash dividends                          -              -           (25,000)        -            -            -             (25,000)
                                     -----       ----------    -----------    ---------    ---------     --------       ----------

Balance at December 31, 2003           297        1,944,185     (1,665,098)        -        (133,425)     (34,397)         111,562

Net income                              -              -           325,980         -            -            -             325,980
Other comprehensive income (loss),
  net of tax                            -              -              -            -          33,661        4,803           38,464
Change in notes receivable
  from affiliates                       -              -              -        (209,526)        -            -            (209,526)
Cash dividends                          -              -           (60,000)        -            -            -             (60,000)
                                     -----       ----------    -----------    ---------    ---------     --------       ----------

Balance at December 31, 2004           297        1,944,185     (1,399,118)    (209,526)     (99,764)     (29,594)         206,480

Net income                              -              -            59,786         -            -            -              59,786
Other comprehensive loss,
  net of tax                            -              -              -            -         (30,414)     (54,051)         (84,465)
                                     -----       ----------    -----------    ---------    ---------     --------       ----------

Balance at December 31, 2005           297        1,944,185     (1,339,332)    (209,526)    (130,178)     (83,645)         181,801

Unaudited:                              -              -            13,148         -            -            -              13,148
  Net income
  Other comprehensive loss,
    net of tax                          -              -              -            -           4,797         -               4,797
                                     -----       ----------    -----------    ---------    ---------     --------       ----------

  Balance at March 31, 2006          $ 297       $1,944,185    $(1,326,184)   $(209,526)   $(125,381)    $(83,645)      $  199,746
                                     =====       ==========    ===========    =========    =========     ========       ==========

          See accompanying notes to consolidated financial statements.

                                      F-7


                   KRONOS INTERNATIONAL, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In thousands)


                                                                                                         Three months ended
                                                              Years ended December 31,                         March 31,
                                                     -----------------------------------------         ------------------------
                                                       2003            2004             2005            2005              2006
                                                       ----            ----             ----            ----              ----
                                                                                                             (unaudited)
Cash flows from operating activities:
                                                                                                       
  Net income                                         $  81,761       $ 325,980        $  59,786       $  18,238       $  13,148
  Depreciation and amortization                         33,634          37,726           36,504           9,488           8,788
  Noncash interest expense                               1,944           2,044            2,566             696             576
  Deferred income taxes                                 38,690        (273,985)          30,815           5,435           1,993
  Minority interest                                         72              53               12               4               2
  Net loss from disposition of property
   and equipment                                           394             895            1,395              34             433
  Securities transaction gain                                -               -           (5,439)              -               -
  Defined benefit pension plan expense
   greater (less) than cash funding                     (3,805)           (800)          (2,335)           (997)           (672)
  Other, net                                               250             987           (1,839)            (52)           (259)
  Change in assets and liabilities:
    Accounts and other receivables                       1,104          (6,227)          (9,641)        (29,733)        (27,931)
    Inventories                                            232          11,582          (38,938)        (13,624)          5,148
    Prepaid expenses                                     1,345            (233)            (228)         (1,650)         (1,885)
    Accounts payable and accrued liabilities             5,495          27,922           10,781          14,953          10,328
    Income taxes                                       (37,231)         25,557            7,917           3,034           2,085
    Accounts with affiliates                           (14,424)         (6,103)           4,674           2,031         (16,690)
    Other noncurrent assets                             (3,779)          1,981             (690)             81            (149)
    Other noncurrent liabilities                          (894)         (5,124)          (2,636)         (4,575)             33
                                                     ---------       ---------        ---------       ---------       ---------

    Net cash provided (used) by operating
     activities                                        104,788         142,255           92,704           3,363          (5,052)
                                                     ---------       ---------        ---------       ---------       ---------

Cash flows from investing activities:
  Capital expenditures                                 (31,518)        (33,679)         (39,522)         (4,800)         (3,696)
  Purchase of interest in subsidiary                      -               (575)            -
  Proceeds from disposal of interest
     in Norwegian smelting operation                      -               -               3,542            -               -
  Change in restricted cash equivalents
     and restricted marketable debt
       securities, net                                    (554)            (70)             129             529             411
    Proceeds from disposition of property
      and equipment                                        383              99               37            -               -
    Other, net                                            -               -                -                 21              29
                                                     ---------       ---------        ---------       ---------       ---------

        Net cash used by investing activities          (31,689)        (34,225)         (35,814)         (4,250)         (3,256)
                                                     ---------       ---------        ---------       ---------       ---------


                                      F-8





                   KRONOS INTERNATIONAL, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                 (In thousands)



                                                                                                         Three months ended
                                                              Years ended December 31,                         March 31,
                                                     -----------------------------------------         ------------------------
                                                       2003            2004             2005            2005              2006
                                                       ----            ----             ----            ----              ----
                                                                                                             (unaudited)
Cash flows from financing activities:
  Indebtedness:
                                                                                                       
    Borrowings                                       $  16,106       $ 241,648        $   4,620          $    -       $    -
    Principal payments                                 (46,006)       (100,073)         (13,159)            (41)            (39)
    Deferred financing fees                                  -          (1,989)            -               -               -
  Loans to affiliates                                        -        (209,524)            -               -               -
  Dividends paid                                       (25,000)        (60,000)            -               -               -
  Distributions to minority interests                      (14)           -                -               -               -
                                                     ---------       ---------        ---------       ---------       ---------

          Net cash used by financing activities        (54,914)       (129,938)          (8,539)            (41)            (39)
                                                     ---------       ---------        ---------       ---------       ---------

Cash and cash equivalents - net change from:
  Operating, investing and financing activities         18,185         (21,908)          48,351            (928)         (8,347)
  Currency translation                                   3,913           2,292           (2,572)           (477)            814

   Balance at beginning of year                         15,023          37,121           17,505          17,505          63,284
                                                     ---------       ---------        ---------       ---------       ---------

   Balance at end of year                            $  37,121       $  17,505        $  63,284       $  16,100       $  55,751
                                                     =========       =========        =========       =========       =========

Supplemental disclosures - cash paid
 (received) for:
   Interest                                          $  28,147         $ 33,425       $  40,912       $     171       $      66
   Income taxes                                        (11,480)         (23,776)         20,033           3,242           3,181

      Inventories received as partial
        consideration for disposal of interest in
         Norwegian smelting
         operations                                  $   -             $   -          $   1,897           $   -       $    -



          See accompanying notes to consolidated financial statements.
                                      F-9

                   KRONOS INTERNATIONAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Summary of significant accounting policies:

     Organization and basis of presentation.  Kronos International, Inc. ("KII")
is incorporated in the state of Delaware, U.S.A., with its seat of management in
Leverkusen,  Germany. KII or the Company is a wholly-owned  subsidiary of Kronos
Worldwide,  Inc.  ("Kronos")  (NYSE:KRO).  At December 31, 2005, (i) Valhi, Inc.
(NYSE:VHI) held  approximately  57% of Kronos'  outstanding  common stock and NL
Industries,  Inc. (NYSE:NL) held an additional 36% of Kronos' common stock, (ii)
Valhi owned approximately 83% of NL's outstanding common stock and (iii) Contran
Corporation and its subsidiaries held  approximately 92% of Valhi's  outstanding
common  stock.  At March 31,  2006 (i) Valhi held  approximately  59% of Kronos'
outstanding  common stock and NL  Industries,  Inc.  held an  additional  35% of
Kronos' common stock,  (ii) Valhi owned  approximately  83% of NL's  outstanding
common  stock  and  (iii)  Contran   Corporation  and  its   subsidiaries   held
approximately  92% of Valhi's  outstanding  common stock.  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, of which Mr. Simmons
is sole trustee,  or is held by Mr. Simmons or persons or other entities related
to Mr. Simmons.  Consequently, Mr. Simmons may be deemed to control each of such
companies.

     Management's   estimates.   The  preparation  of  financial  statements  in
conformity with accounting principles generally accepted in the United States of
America  ("GAAP")  requires  management to make estimates and  assumptions  that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent assets and liabilities at the date of the financial  statements,  and
the reported amount of revenues and expenses during the reporting period. Actual
results  may  differ  significantly  from  previously-estimated   amounts  under
different assumptions or conditions.

     Principles of consolidation.  The consolidated financial statements include
the accounts of KII and its wholly-owned and  majority-owned  subsidiaries.  All
material  intercompany  accounts and  balances  have been  eliminated.  Minority
interest  relates to the Company's  majority-owned  subsidiary in France,  which
conducts the Company's  marketing and sales  activities in that country.  During
2004, the Company increased its ownership interest by approximately 5% to 99% in
such  subsidiary  by acquiring  shares  previously  held by certain of its other
stockholders for an aggregate of $575,000.

     Unaudited  interim  information.  Information  included in the consolidated
financial statements and related notes to the consolidated  financial statements
as of March 31, 2006 and for the three  month  interim  periods  ended March 31,
2005 and 2006 is  unaudited.  In the  opinion of  management,  all  adjustments,
consisting only of normal recurring  adjustments,  necessary to state fairly the
consolidated  financial position,  results of operations and cash flows for such
interim  periods  have been made.  The  results of  operations  for the  interim
periods are not necessarily  indicative of the operating results for a full year
or of future  operations.  Certain  information  normally  included in financial
statements  prepared in accordance  with GAAP has been  condensed or omitted for
such interim periods.

     Translation of foreign  currencies.  Assets and liabilities of subsidiaries
whose  functional  currency  is other  than the U.S.  dollar are  translated  at
year-end  rates of exchange and revenues and expenses are  translated at average
exchange rates prevailing during the year. Resulting translation adjustments are
accumulated in stockholder's  equity as part of accumulated other  comprehensive
income  (loss),  net of related  deferred  income taxes and  minority  interest.
Currency transaction gains and losses are recognized in income currently.

     Derivatives  and hedging  activities.  Derivatives are recognized as either
assets or  liabilities  and measured at fair value in  accordance  with SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities," as amended.
The  accounting  for  changes  in fair  value of  derivatives  depends  upon the
intended use of the  derivative,  and such changes are recognized  either in net
income  or  other   comprehensive   income.   As  permitted  by  the  transition
requirements  of SFAS No. 133, the Company has  exempted  from the scope of SFAS
No. 133 all host contracts  containing embedded  derivatives that were issued or
acquired prior to January 1, 1999.

                                      F-10

     Cash and cash  equivalents.  Cash  equivalents  include bank  deposits with
original maturities of three months or less.

     Restricted   marketable  debt   securities.   Restricted   marketable  debt
securities  are  primarily  invested in corporate  debt  securities  and include
amounts restricted in accordance with applicable Norwegian law regarding certain
requirements  of the Company's  Norwegian  defined  benefit  pension plans ($2.9
million and $2.6  million at  December  31,  2004 and 2005,  respectively).  The
restricted  marketable  debt  securities  are  generally  classified as either a
current or noncurrent  asset  depending upon the maturity date of each such debt
security and are carried at market which approximates cost.

     Accounts  receivable.  The  Company  provides  an  allowance  for  doubtful
accounts  for  known  and  estimated  potential  losses  arising  from  sales to
customers based on a periodic review of these accounts.

     Property and equipment and depreciation.  Property and equipment are stated
at cost.  The Company has a  governmental  concession  with an unlimited term to
operate an ilmenite mine in Norway.  Mining properties  consist of buildings and
equipment used in the Company's Norwegian ilmenite mining operations.  While the
Company owns the land and ilmenite reserves  associated with the mine, such land
and reserves  were  acquired  for nominal  value and the Company has no material
asset  recognized for the land and reserves  related to such mining  operations.
Depreciation  of  property  and  equipment  for  financial   reporting  purposes
(including  mining  properties)  is computed  principally  by the  straight-line
method over the  estimated  useful  lives of ten to 40 years for  buildings  and
three to 20 years for equipment.  Accelerated  depreciation methods are used for
income tax  purposes,  as permitted.  Upon sale or  retirement of an asset,  the
related cost and accumulated  depreciation are removed from the accounts and any
gain or loss is recognized in income currently.

     Expenditures  for  maintenance,  repairs and minor  renewals are  expensed;
expenditures  for major  improvements  are  capitalized.  The  Company  performs
planned major  maintenance  activities  during the year.  Repair and maintenance
costs  estimated to be incurred in  connection  with planned  major  maintenance
activities  are  accrued in advance and are  included in cost of sales.  Accrued
repair  and  maintenance  costs,  included  in  other  current  liabilities  and
consisting  primarily  of  materials  and  supplies,  was $3.9  million and $3.4
million at December 31, 2004 and 2005, respectively.

     Interest costs related to major long-term capital projects and renewals are
capitalized as a component of  construction  costs.  Interest costs  capitalized
were not significant in 2003, 2004 or 2005.

     When  events or  changes  in  circumstances  indicate  that  assets  may be
impaired,  an evaluation is performed to determine if an impairment exists. Such
events or changes in circumstances  include, among other things, (i) significant
current  and prior  periods or current  and  projected  periods  with  operating

                                      F-11

losses,  (ii) a significant  decrease in the market value of an asset or (iii) a
significant  change  in the  extent  or  manner  in which an asset is used.  All
relevant  factors  are  considered.  The test for  impairment  is  performed  by
comparing the estimated  future  undiscounted  cash flows (exclusive of interest
expense)  associated  with  the  asset  to the  asset's  net  carrying  value to
determine  if a  write-down  to market  value or  discounted  cash flow value is
required.   The  Company  assesses  impairment  of  property  and  equipment  in
accordance  with SFAS No. 144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived Assets."

     Long-term debt.  Long-term debt is stated net of any  unamortized  original
issue  premium or discount.  Amortization  of deferred  financing  costs and any
premium or discount  associated with the issuance of indebtedness,  all included
in interest  expense,  is computed by the  interest  method over the term of the
applicable issue.

     Employee  benefit  plans.  Accounting  and funding  policies for retirement
plans are described in Note 11.

     Income  taxes.  Prior to  December  2003,  KII,  Kronos and its  qualifying
subsidiaries  were members of NL's  consolidated  U.S.  federal income tax group
(the "NL Tax Group").  As a member of the NL Tax Group,  the Company was a party
to a tax sharing agreement (the "NL Tax Agreement"). The NL Tax Group, including
KII, is included in the  consolidated  U.S.  federal tax return of Contran  (the
"Contran Tax Group").  As a member of the Contran Tax Group,  NL is a party to a
separate tax sharing  agreement (the "Contran Tax  Agreement").  The Contran Tax
Agreement  provides  that NL and its  qualifying  subsidiaries,  including  KII,
compute provisions for U.S. income taxes on a  separate-company  basis using the
tax elections made by Contran.  Pursuant to the Kronos Tax Sharing Agreement and
using the tax  elections  made by  Contran,  KII made  payments  to or  received
payments  from Kronos in amounts it would have paid to or received from the U.S.
Internal Revenue Service had it not been a member of NL's consolidated tax group
but instead was a separate  taxpayer.  Refunds are limited to amounts previously
paid under the NL Tax Sharing Agreement.

     Effective  December  2003,  following  NL's  distribution  of  48.8% of the
outstanding  shares of Kronos  common stock to NL  stockholders,  Kronos and its
qualifying  subsidiaries,  including  KII,  ceased  being  members of the NL Tax
Group,  but remained as members of the Contran Tax Group.  Kronos entered into a
new tax sharing  agreement with Valhi and Contran,  which contains similar terms
to the NL Tax  Agreement.  As a member of the Contran Tax Group,  KII is jointly
and  severally  liable for the federal  income tax  liability of Contran and the
other  companies  included in the Contran Tax Group for all periods in which the
Company  is  included  in the  Contran  Tax Group.  See Note 10.  Kronos and its
consolidating  subsidiaries,  including  KII,  are also  included  in  Contran's
consolidated  unitary  state  income  tax  returns in  certain  qualifying  U.S.
jurisdictions.  The  terms of the  Contran  Tax  Agreement  also  apply to state
provisions  in these  jurisdictions.  The Company made no payments to Kronos for
income taxes in 2003, 2004 or 2005.

     Deferred  income tax assets and liabilities are recognized for the expected
future tax  consequences  of  temporary  differences  between the income tax and
financial  reporting  carrying  amounts  of assets  and  liabilities,  including
investments in the Company's  subsidiaries and affiliates who are not members of
the Contran Tax Group and undistributed  earnings of foreign  subsidiaries which
are not deemed to be permanently  reinvested.  Earnings of foreign  subsidiaries
deemed to be permanently reinvested aggregated $527 million at December 31, 2004
and $707  million  at  December  31,  2005.  Determination  of the amount of the
unrecognized  deferred  income tax  liability  related to such  earnings  is not

                                      F-12

practicable  due to the  complexities  associated  with  the  U.S.  taxation  on
earnings  of  foreign   subsidiaries   repatriated   to  the  U.S.  The  Company
periodically   evaluates   its  deferred  tax  assets  in  the  various   taxing
jurisdictions in which it operates and adjusts any related  valuation  allowance
based on the estimate of the amount of such deferred tax assets that the Company
believes does not meet the "more-likely-than-not" recognition criteria.

     Net sales. Sales are recorded when products are shipped and title and other
risks and rewards of ownership have passed to the customer, or when services are
performed.  Shipping terms of products shipped are generally FOB shipping point,
although in some instances  shipping terms are FOB destination  point (for which
sales are not recognized until the product is received by the customer). Amounts
charged to customers for shipping and handling are included in net sales.  Sales
are stated net of price,  early  payment and  distributor  discounts  and volume
rebates.

     Inventories and cost of sales.  Inventories are stated at the lower of cost
(principally   average  cost)  or  market,  net  of  allowance  for  slow-moving
inventories  ($7.3  million  and $6.5  million at  December  31,  2004 and 2005,
respectively).  Amounts are removed from  inventories  at average cost.  Cost of
sales includes costs for materials, packing and finishing, utilities, salary and
benefits, maintenance and depreciation.

     Selling, general and administrative expenses;  shipping and handling costs.
Selling, general and administrative expenses include costs related to marketing,
sales, distribution,  shipping and handling, research and development, legal and
administrative functions such as accounting,  treasury and finance, and includes
costs for salaries and benefits, travel and entertainment, promotional materials
and  professional  fees.  Shipping and  handling  costs are included in selling,
general and administrative  expense and were $43 million in 2003, $49 million in
2004 and $52 million in 2005.  Advertising  costs are  expensed as incurred  and
were $1  million  in each of 2003,  2004 and  2005.  Research,  development  and
certain sales technical  support costs are expensed as incurred and approximated
$7 million in 2003, $8 million in 2004 and $9 million in 2005.

     Stock  options.  The  Company  has not issued any stock  options.  However,
certain  employees of the Company have been granted options by NL to purchase NL
common stock. The Company has elected the disclosure  alternative  prescribed by
SFAS No. 123,  "Accounting for  Stock-Based  Compensation,"  as amended,  and to
account for its stock-based  employee  compensation  related to stock options in
accordance with Accounting Principles Board Opinion ("APBO") No. 25, "Accounting
for Stock Issued to  Employees,"  and its various  interpretations.  The Company
adopted SFAS No. 123R "Share-Based Payment," as of January 1, 2006, see Note 15.

Note 2 - Geographic information:

     The Company's  operations  are  associated  with the production and sale of
TiO2.  Titanium  dioxide pigments are used to impart  whiteness,  brightness and
opacity to a wide variety of products, including paints, plastics, paper, fibers
and ceramics. All of the Company's net assets are located in Europe.

     For  geographic  information,  net  sales  are  attributed  to the place of
manufacture  (point  of  origin)  and the  location  of the  customer  (point of
destination); property and equipment are attributed to their physical location.

                                      F-13



                                                                                            Three months ended
                                                 Years ended December 31,                         March 31,
                                        -----------------------------------------         ------------------------
                                          2003            2004             2005            2005              2006
                                          ----            ----             ----            ----              ----
                                                                                                (unaudited)
                                                                (In thousands)
  Geographic areas

Net sales - point of origin:
                                                                                          
    Germany                          $  510,105       $  576,138       $  613,081      $  149,920        $  153,266
    Belgium                             150,728          186,445          186,951          46,189            43,825
    Norway                              131,457          144,492          160,529          40,911            36,801
    Eliminations                        (76,384)         (99,105)        (109,688)        (27,484)          (25,256)
                                     ----------       ----------       ----------      ----------        ----------

                                     $  715,906       $  807,970       $  850,873      $  209,536        $  208,636
                                     ==========       ==========       ==========      ==========        ==========

Net sales - point of
  destination:

    Europe                           $  567,630      $  666,271        $  689,516     $  177,580         $  163,276
    North America                        58,293          42,015            51,922          8,061             18,998
    Other                                89,983          99,684           109,435         23,895             26,362
                                     ----------       ----------       ----------      ----------        ----------

                                     $  715,906      $  807,970        $  850,873     $  209,536         $  208,636
                                     ==========       ==========       ==========      ==========        ==========



                                                                 December 31,                  March 31,
                                                           -------------------------          -----------
                                                            2004               2005              2006
                                                            ----               ----              ----
                                                                                              (unaudited)
                                                                          (In thousands)
Identifiable assets -
  net property and equipment:
                                                                                      
      Germany                                            $269,922           $235,932           $236,631
      Belgium                                              68,314             57,943             57,472
      Norway                                               57,808             54,759             54,495
      Other                                                   191                141                227
                                                         --------           --------           --------

                                                         $396,235           $348,775           $348,825
                                                         ========           ========           ========


Note 3 - Accounts and other receivables, net:


                                                                 December 31,                  March 31,
                                                           -------------------------          -----------
                                                            2004               2005              2006
                                                            ----               ----              ----
                                                                                              (unaudited)
                                                                          (In thousands)

                                                                                      
Trade receivables                                        $120,969           $110,268           $135,459
Insurance claims                                               32                 26                 29
Recoverable VAT and other receivables                      11,388             11,317             14,535
Allowance for doubtful accounts                            (1,660)            (1,429)            (1,381)
                                                         --------           --------           --------

                                                         $130,729           $120,182           $148,642
                                                         ========           ========           ========

                                      F-14
Note 4 - Inventories


                                                                 December 31,                  March 31,
                                                           -------------------------          -----------
                                                            2004               2005              2006
                                                            ----               ----              ----
                                                                                              (unaudited)
                                                                          (In thousands)

                                                                                      
Raw materials                                            $ 34,303           $ 42,807           $ 30,006
Work in process                                            13,044             13,654             15,873
Finished products                                          90,083             98,004            102,976
Supplies                                                   32,831             30,883             33,927
                                                         --------           --------           --------

                                                         $170,261           $185,348           $182,782
                                                         ========           ========           ========


Note 5 - Accounts payable and accrued liabilities:


                                                                 December 31,                  March 31,
                                                           -------------------------          -----------
                                                            2004               2005              2006
                                                            ----               ----              ----
                                                                                              (unaudited)
                                                                          (In thousands)


                                                                                      
Accounts payable                                         $ 67,463           $ 63,382           $ 61,301
Employee benefits                                          27,863             27,147             26,221
Interest                                                      152                117             10,123
Other                                                      31,471             27,639             30,152
                                                         --------           --------           --------

                                                         $126,949           $118,285           $127,797
                                                         ========           ========           ========


Note 6 - Long-term debt:


                                                                 December 31,                  March 31,
                                                           -------------------------          -----------
                                                            2004               2005              2006
                                                            ----               ----              ----
                                                                                              (unaudited)
                                                                          (In thousands)

Long-term debt:
                                                                                      
  8.875% Senior Secured Notes                            $519,225           $449,298           $455,609
  Bank credit facility                                     13,622                  -                  -
  Other                                                       348              4,525              4,595
                                                         --------           --------           --------

                                                          533,195            453,823            460,204
  Less current maturities                                  13,792                958                959
                                                         --------           --------           --------

                                                         $519,403           $452,865           $459,245
                                                         ========           ========           ========


     In June 2002,  KII issued at par value euro 285  million  principal  amount
($280 million when issued) of its 8.875% Senior  Secured Notes due 2009,  and in
November 2004 KII issued at 107% of par an additional euro 90 million  principal
amount ($130 million when issued) of the KII Senior Secured Notes (collectively,
the  "Notes").  The Notes are  collateralized  by a pledge of 65% of the  common
stock or other  ownership  interests  of certain of KII's  first-tier  operating
subsidiaries.  Such operating subsidiaries are Kronos Titan GmbH, Kronos Denmark
ApS,  Kronos  Limited and Societe  Industrielle  Du Titane,  S.A.  The Notes are
issued  pursuant  to an  indenture  which  contains  a number of  covenants  and
restrictions  which,  among other  things,  restricts the ability of KII and its
subsidiaries to incur debt,  incur liens,  pay dividends or merge or consolidate
with, or sell or transfer all or  substantially  all of their assets to, another
entity. The Notes are redeemable,  at KII's option, at redemption prices ranging

                                      F-15

from 104.437% of the principal  amount,  declining to 100% on or after  December
30, 2008.  In the event of a change of control of KII, as defined,  KII would be
required to make an offer to purchase its Notes at 101% of the principal amount.
KII would also be required  to make an offer to purchase a specified  portion of
its  Notes at par  value in the event  KII  generates  a  certain  amount of net
proceeds from the sale of assets  outside the ordinary  course of business,  and
such net  proceeds  are not  otherwise  used  for  specified  purposes  within a
specified time period.  At December 31, 2005, KII was in compliance with all the
covenants, and the quoted market price of the Notes was approximately euro 1,045
per euro 1,000  principal  amount  (2004 - euro  1,075 per euro 1,000  principal
amount).  At December 31, 2005,  the carrying  amount of the Notes includes euro
4.8 million ($5.7 million) of unamortized  premium  associated with the November
2004 issuance (2004 - euro 6.2 million, or $8.4 million).

     KII's operating subsidiaries in Germany,  Belgium and Norway (collectively,
the "Borrowers")  have a euro 80 million secured  revolving bank credit facility
that  matures  in June 2008  ("European  Credit  Facility").  Borrowings  may be
denominated in euros,  Norwegian kroners or U.S.  dollars,  and bear interest at
the applicable interbank market rate plus 1.125%. The facility also provides for
the  issuance  of letters of credit up to euro 5 million.  The  European  Credit
Facility is  collateralized  by the accounts  receivable and  inventories of the
borrowers,  plus a  limited  pledge of all of the  other  assets of the  Belgian
borrower.  The European Credit Facility contains certain  restrictive  covenants
which, among other things, restricts the ability of the borrowers to incur debt,
incur liens, pay dividends or merge or consolidate with, or sell or transfer all
or  substantially  all of their assets to,  another  entity.  In  addition,  the
European  Credit  Facility  contains  customary  cross-default  provisions  with
respect  to  other  debt  and  obligations  of  Borrowers,  KII  and  its  other
subsidiaries.  At December  31,  2005,  no amounts  were  outstanding  under the
European  Credit  Facility and the equivalent of $92.3 million was available for
additional borrowing by the subsidiaries.

     Under  the  cross-default  provisions  of  the  Notes,  the  Notes  may  be
accelerated  prior to their stated maturity if KII or any of KII's  subsidiaries
default under any other  indebtedness  in excess of $20 million due to a failure
to pay such  other  indebtedness  at its due date  (including  any due date that
arises  prior to the stated  maturity as a result of a default  under such other
indebtedness).  Under  the  cross-default  provisions  of  the  European  Credit
Facility,  any outstanding  borrowings under the European Credit Facility may be
accelerated prior to their stated maturity if the Borrowers or KII default under
any other  indebtedness in excess of euro 5 million due to a failure to pay such
other  indebtedness at its due date (including any due date that arises prior to
the stated maturity as a result of a default under such other indebtedness). The
European Credit Facility contains provisions that allow the lender to accelerate
the maturity of the applicable  facility in the event of a change of control, as
defined, of the applicable borrower.  In the event the cross-default  provisions
of either the Notes or the European Credit Facility become applicable,  and such
indebtedness  is  accelerated,  the  Company  would be  required  to repay  such
indebtedness prior to their stated maturity.

     In April 2006,  the Company  called all of its 8.875% Senior  Secured Notes
for redemption on May 11, 2006 at 104.437% of their aggregate  principal  amount
of euro 375 million (an  aggregate of $470.2  million at March 31, 2006 exchange
rates).  Funds for such redemption were provided by the Company's issuance of an
aggregate of euro 400 million  principal amount of new 6.5% Senior Secured Notes
due April 2013,  issued on April 11, 2006 at 99.306% of their principal  amount.
The new Senior Secured Notes were issued  pursuant to an indenture that contains
covenants, restrictions and collateral substantially identical to the covenants,
restrictions  and  collateral of the 8.875% Senior  Secured  Notes.  The Company
expects to recognize a $21 million  pre-tax charge in the second quarter related
to the early  extinguishment  of the 8.875% Senior Secured Notes,  consisting of
the call premium on such Notes and the net write-off of deferred financing costs
and existing unamortized premium related to such Notes.

                                      F-16

     Aggregate  maturities  of long-term  debt at December 31, 2005 are shown in
the table below.


 Years ending December 31,                                        Amount
---------------------------                                   --------------
                                                              (In thousands)

                                                             
   2006                                                         $    958
   2007                                                              861
   2008                                                              872
   2009                                                          450,200
   2010                                                              932
   2011 and thereafter                                              -
                                                                --------

                                                                $453,823
                                                                ========


     Restrictions.  Certain of the credit facilities described above require the
respective   borrower  to  maintain  minimum  levels  of  equity,   require  the
maintenance  of  certain  financial  ratios,   limit  dividends  and  additional
indebtedness and contain other provisions and restrictive covenants customary in
lending  transactions  of this type. At December 31, 2005,  the  restricted  net
assets of consolidated subsidiaries approximated $90 million.

Note 7 - Other noncurrent liabilities:


                                                                 December 31,                  March 31,
                                                           -------------------------          -----------
                                                            2004               2005              2006
                                                            ----               ----              ----
                                                                                              (unaudited)
                                                                          (In thousands)

                                                                                      
Insurance claims and expenses                            $  1,505           $  1,255           $  5,960
Employee benefits                                           5,107              4,735              1,585
Asset retirement obligations                                  958                934                968
Other                                                       9,270              8,510              8,514
                                                         --------           --------           --------

                                                         $ 16,840           $ 15,434           $ 17,027
                                                         ========           ========           ========


     The asset retirement obligations are discussed in Note 15.

Note 8 - Common stock and notes receivable from affiliates:

     NL common stock  options held by employees of the Company.  At December 31,
2005,  employees of the company held  options to purchase  approximately  68,000
shares of NL common stock,  which are  exercisable at various dates through 2010
(approximately 33,000) at exercise prices ranging from $2.66 to $9.34 per share,
and  exercisable  at various  dates  through 2011  (approximately  35,000) at an
exercise price of $11.49 per share. Such options generally vest over five years,
and vesting  ceases at the date the  employee  separates  from  service from the
Company (including  retirement).  No options were granted in 2003, 2004, 2005 or
first quarter 2006. See Notes 1 and 15.

     Common stock dividends.  KII paid $25.0 million in cash dividends to Kronos
during 2003, $60.0 million during 2004 and nil in 2005.

     Notes receivable from affiliates - contra equity.  In the fourth quarter of
2004, KII loaned an aggregate euro 163.1 million  ($209.5  million) to Kronos in
return for two promissory  notes.  Interest on both notes is payable to KII on a
quarterly basis at an annual rate of 9.25%, such interest was and is expected to
be paid  quarterly  to the Company by Kronos.  The notes  mature on December 31,

                                      F-17

2010,  with all principal due at that date. The notes are unsecured,  contain no
financial covenants and provide for default only upon Kronos' failure to pay any
amount  when  due  (subject  to a  short  grace  period).  Due to the  long-term
investment  nature of these notes,  settlement of the  principal  balance of the
notes is not contemplated  within the foreseeable  future. The Company currently
expects that settlement of the principal  amount of the notes will occur through
a  capital  transaction  (i.e.  a  non-cash  dividend  to  Kronos in the form of
distributing  such  notes  receivable  to  Kronos).  Accordingly,   these  notes
receivable  have  been  classified  as a  separate  component  of the  Company's
stockholder's  equity in accordance  with GAAP.  Interest  income on such notes,
which is expected to be paid  quarterly,  is  recognized  in income when earned.
Rather than make a distribution  to Kronos in the form of a cash  dividend,  the
Company  loaned the euro 163.1 million to Kronos  pursuant to the two promissory
notes.  Until such time as the notes are  settled  (which,  as noted  above,  is
expected  to be  through  a  capital  transaction  in  the  form  of a  non-cash
dividend),  the  Company  benefits  from  the  interest  income  earned  on  the
promissory notes.

     Cash flows  related to principal  amounts on such loans made to  affiliates
included  in  contra  equity  are  reflected  in  financing  activities  in  the
accompanying Consolidated Statements of Cash Flows.

Note 9 - Securities transaction gain:

     A securities  transaction gain in 2005,  classified as nonoperating income,
relates to the sale of the Company's  passive  interest in a Norwegian  smelting
operation,  which had a nominal carrying value for financial reporting purposes,
for aggregate  consideration of approximately $5.4 million consisting of cash of
$3.5 million and inventory with a value of $1.9 million.

                                      F-18
Note 10 - Income taxes:


                                                                                                    Three months ended
                                                              Years ended December 31,                   March 31,
                                                          --------------------------------         --------------------
                                                           2003        2004          2005           2005          2006
                                                           ----        ----          ----           ----          ----
                                                                                                (unaudited)
                                                                                 (In millions)
 Pre-tax income (loss):
                                                                                                 
   Germany                                                $ 45.8     $  30.2       $  64.3        $  16.9       $   9.9
   Other non-U.S.                                           36.8        34.6          54.6           13.1          10.6
                                                          ------     -------       -------        -------       -------

                                                          $ 82.6     $  64.8       $ 118.9        $  30.0       $  20.5
                                                          ======     =======       =======        =======       =======

 Expected tax expense (benefit), at U.S.
  federal statutory income tax rate of 35%                $ 28.9     $  22.7       $  41.6        $  10.5       $   7.2
 Non-U.S. tax rates                                          (.9)         .3            .5             .2           (.3)
 Loss of German tax attribute                               -             -           17.5
 Nondeductible expenses                                      2.7         4.2           4.6            1.0           1.2
 Change in deferred income tax valuation allowance,                                     -                            -
    net                                                     (6.7)     (280.7)                          -
 Tax contingency reserve adjustment, net                    13.4        (4.6)         (7.7)            -             -
 Adjustment of prior year income taxes, net                (38.0)       (2.6)          2.1             -            (.9)
 Other, net                                                  1.3         (.6)           .5             -             .2
                                                          ------     -------       -------        -------       -------

                                                          $   .7     $(261.3)      $  59.1        $  11.7       $   7.4
                                                          ======     =======       =======        =======       =======
 Components of income tax expense (benefit):
   Currently payable (refundable):
     Germany                                              $(56.9)    $   (.2)      $  10.8        $   2.1       $   1.2
     Other non - U.S.                                       18.9        12.9          17.5            4.2           4.2
                                                          ------     -------       -------        -------       -------

                                                           (38.0)       12.7          28.3            6.3           5.4
                                                          ------     -------       -------        -------       -------
   Deferred income taxes (benefit):
     Germany                                                44.4      (270.5)         31.2            5.6           3.0
     Other non - U.S.                                       (5.7)       (3.5)          (.4)           (.2)         (1.0)
                                                          ------     -------       -------        -------       -------

                                                            38.7      (274.0)         30.8            5.4           2.0
                                                          ------     -------       -------        -------       -------

                                                          $   .7     $(261.3)      $  59.1        $  11.7       $   7.4
                                                          ======     =======       =======        =======       =======
 Comprehensive provision for
  income taxes (benefit) allocable to:
   Net income                                             $   .7     $(261.3)      $  59.1        $  11.7       $   7.4
   Other comprehensive income -
     pension liabilities                                    (9.5)       (8.1)        (32.4)            -             -
                                                          ------     -------       -------        -------       -------

                                                          $ (8.8)    $(269.4)      $  26.7        $  11.7       $   7.4
                                                          ======     =======       =======        =======       =======


     The  components  of the net deferred tax liability at December 31, 2004 and
2005, and changes in the deferred income tax valuation allowance during the past
three years, are summarized in the following tables.

                                      F-19


                                                                                 December 31,
                                                             ---------------------------------------------------
                                                                       2004                        2005
                                                             -----------------------     -----------------------
                                                             Assets      Liabilities     Assets      Liabilities
                                                             ------      -----------     ------      -----------
                                                                                (In millions)
 Tax effect of temporary differences
  related to:
                                                                                           
   Inventories                                              $  1.5        $  (4.4)       $  1.6        $ (4.5)
   Property and equipment                                     37.8          (22.9)         25.5         (20.5)
   Accrued (prepaid) pension cost                             19.4          (40.4)         51.9         (35.6)
   Other accrued liabilities and
     deductible differences                                   46.1             -           25.6            -
   Other taxable differences                                    -           (43.5)           -          (28.6)
     Investment in subsidiaries/affiliates
      not in tax group                                         1.9             -             -             -
 Tax loss and tax credit carryforwards                       217.8             -          174.5            -
                                                            ------        -------        ------        ------
   Adjusted gross deferred tax assets
     (liabilities)                                           324.5         (111.2)        279.1         (89.2)
 Netting of items by tax jurisdiction                        (86.2)          86.2         (65.8)         65.8
                                                            ------        -------        ------        ------

                                                             238.3          (25.0)        213.3         (23.4)
 Less net current deferred tax                                                              -
  asset (liability)                                             -            (2.7)                       (4.1)
                                                            ------        -------        ------        ------

     Net noncurrent deferred tax asset
      (liability)                                           $238.3        $ (22.3)       $213.3        $(19.3)
                                                            ======        =======        ======        ======




                                                                        Years ended December 31,
                                                                    --------------------------------
                                                                    2003          2004          2005
                                                                    ----          ----          ----
                                                                             (In millions)

Increase (decrease) in valuation allowance:
  Recognition of certain deductible tax
   attributes for which the benefit had not
   previously been recognized under the
                                                                                      
   "more-likely-than-not" recognition criteria                    $ (6.7)       $(280.7)       $   -
  Foreign currency translation                                      28.2           (3.0)           -
  Offset to the change in gross deferred
   income tax assets due principally to
   redeterminations of certain tax attributes
   and implementation of certain tax
   planning strategies                                             (12.5)         121.0            -
                                                                  ------        -------        -------

                                                                  $  9.0        $(162.7)       $   -
                                                                  ======        =======        =======


     Certain of the Company's  non-U.S.  tax returns are being  examined and tax
authorities have or may propose tax deficiencies,  including  non-income related
items and interest. For example:

o    The Company received a preliminary tax assessment  related to 1993 from the
     Belgian tax  authorities  proposing  tax  deficiencies,  including  related
     interest,  of  approximately  euro 6 million ($7  million at  December  31,
     2005). The Company filed a protest to this assessment,  and believes that a
     significant  portion of the assessment  was without merit.  The Belgian tax
     authorities have filed a lien on the fixed assets of the Company's  Belgian
     TiO2 operations in connection with this assessment.  In April 2003,  Kronos
     received a notification from the Belgian tax authorities of their intent to
     assess a tax deficiency  related to 1999 that,  including  interest,  would
     have aggregated approximately euro 9 million ($11 million).  Kronos filed a
     written  response to the assessment,  and in September 2005 the Belgian tax
     authorities withdrew the assessment.

                                      F-20

o    The Norwegian tax authorities  have notified the Company of their intent to
     assess tax  deficiencies  of  approximately  kroner 12 million ($2 million)
     relating to the years 1998 through  2000.  The Company has objected to this
     proposed assessment.

     During the third  quarter of 2005,  the  Company  reached an  agreement  in
principle  with the  German  tax  authorities  regarding  such tax  authorities'
objection to the value assigned to certain intellectual  property rights held by
the Company's operating subsidiary in Germany. Under the agreement in principle,
the value assigned to such intellectual  property for German income tax purposes
will be reduced  retroactively,  resulting  in a reduction  in the amount of the
Company's  net  operating  loss  carryforward  in  Germany  as well as a  future
reduction  in  the  amount  of   amortization   expense   attributable  to  such
intellectual  property.  As a result,  the Company  recognized  a $17.5  million
non-cash  deferred  income tax expense in the third  quarter of 2005  related to
such agreement.  The $7.7 million tax contingency  adjustment income tax benefit
in the year ended  December 31, 2005 relates  primarily to the withdrawal of the
Belgium tax authorities' assessment related to 1999, as discussed above.

     No  assurance  can be given that these tax matters  will be resolved in the
Company's  favor in view of the inherent  uncertainties  involved in  settlement
initiatives  and court and tax  proceedings.  The Company  believes  that it has
provided  adequate  accruals for additional  taxes and related  interest expense
which may  ultimately  result from all such  examinations  and believes that the
ultimate  disposition of such  examinations  should not have a material  adverse
effect  on  its  consolidated  financial  position,  results  of  operations  or
liquidity.

     At December 31, 2003, the Company had a significant amount of net operating
loss  carryforwards  for German  corporate and trade tax purposes,  all of which
have no expiration date. These net operating loss  carryforwards  were generated
by KII principally  during the 1990's when KII had a significantly  higher level
of  outstanding  indebtedness  than  is  currently  outstanding.  For  financial
reporting   purposes,   however,   the  benefit  of  such  net  operating   loss
carryforwards had not previously been recognized  because Kronos did not believe
they met the  "more-likely-than-not"  recognition criteria,  and accordingly the
Company  had a deferred  income tax asset  valuation  allowance  offsetting  the
benefit of such net operating  loss  carryforwards  and the Company's  other tax
attributes in Germany.  At the end of the second  quarter of 2004,  and based on
all  available  evidence,  the  Company  concluded  that the  benefit of the net
operating  loss  carryforwards  and  other  German  tax  attributes  now met the
"more-likely-than-not"  recognition criteria,  and that reversal of the deferred
income tax asset valuation  allowance related to Germany was appropriate.  Given
the magnitude of the German net operating loss  carryforwards  and the fact that
current  provisions of German law limit the annual  utilization of net operating
loss  carryforwards  to 60% of taxable  income after the first euro 1 million of
taxable  income,  KII believes it will take several  years to fully  utilize the
benefit  of such  loss  carryforwards.  However,  given  that  the  Company  had
generated positive taxable income in Germany in recent years,  combined with the
fact that the net operating  loss  carryforwards  have no expiration  date,  the
Company concluded,  among other reasons,  that it was now appropriate to reverse
all of the valuation  allowance related to the net operating loss  carryforwards
because  the  benefit  of  such  operating  loss   carryforwards  now  meet  the
"more-likely-than-not"  recognition  criteria.  Of the $280.7 million  valuation
allowance  related to Germany which was reversed  during 2004, and in accordance
with the  applicable  GAAP  related to  accounting  for income  taxes at interim
periods,  (i) $8.7 million was reversed during the first six months of 2004 that
related   primarily  to  the  utilization  of  the  German  net  operating  loss
carryforwards  during such period,  (ii) $268.6  million was reversed as of June
30, 2004 and (iii) $3.4 million was reversed during the last six months of 2004.

                                      F-21

     In the first quarter of 2003, KII was notified by the German Federal Fiscal
Court that the Court had ruled in KII's favor concerning a claim for refund suit
in which KII sought  refunds of prior taxes paid during the periods 1990 through
1997. KII and KII's German  operating  subsidiary  were required to file amended
tax returns with the German tax  authorities to receive  refunds for such years,
and all of such amended  returns were filed  during 2003.  Such amended  returns
reflected an aggregate  net refund of taxes and related  interest to KII and its
German  operating  subsidiary  of euro 26.9  million  ($32.1  million),  and the
Company  recognized  the  benefit of these net  refunds  in its 2003  results of
operations.  For the year ended December 31, 2004, the Company  recognized a net
refund of euro 2.5 million ($3.1  million)  related to  additional  net interest
which has accrued on the outstanding  refund amount. In 2004, KII and its German
operating  subsidiary  had  received  net  refunds of euro 35.6  million  ($44.7
million when  received).  All refunds  relating to the periods 1990 to 1997 were
received by December 31,  2004.  In addition to the refunds for the 1990 to 1997
periods,  the court  ruling also  resulted in a refund of 1999 income  taxes and
interest, and the Company recognized euro 21.5 million ($24.6 million) in 2003.

     At December 31,  2005,  the net  operating  loss  carryforwards  for German
corporate and trade tax purposes  aggregated  the equivalent of $593 million and
$104 million, respectively, all of which have no expiration date.

     In October  2004,  the American  Jobs Creation Act of 2004 was enacted into
law.  The new law  provided for a special 85%  deduction  for certain  dividends
received from a controlled foreign  corporation in 2005. In the third quarter of
2005, the Company  completed its evaluation of this new provision and determined
that it would not benefit from such special dividends received deduction.

Note 11 - Employee benefit plans:

     The Company maintains various defined benefit pension plans.  Employees are
covered  by plans in their  respective  countries.  Variances  from  actuarially
assumed  rates will result in  increases or  decreases  in  accumulated  pension
obligations, pension expense and funding requirements in future periods. In 2002
the Company  amended its defined  benefit  pension plans for KEU, TAS and TIA to
exclude the  admission  of new  employees to the plans.  New  employees at these
locations are eligible to participate in Company-sponsored  defined contribution
plans.  The  Company's   expense  related  to  the   Company-sponsored   defined
contribution  plans was not material in 2004 or 2005. At December 31, 2005,  the
Company  currently  expects to contribute  the equivalent of  approximately  $12
million to all of its defined benefit pension plans during 2006.

     The funded status of the  Company's  defined  benefit  pension  plans,  the
components of net periodic defined benefit pension cost related to the Company's
consolidated  business  segments and charged to  continuing  operations  and the
rates used in determining the actuarial present value of benefit obligations are
presented in the tables  below.  The Company uses a September  30th  measurement
date for their defined benefit pension plans.

                                      F-22



                                                           Years ended December 31,
                                                         ---------------------------
                                                           2004              2005
                                                           ----              ----
                                                               (In thousands)
 Change in projected benefit obligations ("PBO"):
                                                                    
   Benefit obligations at beginning of the year          $ 272,204        $ 307,582
   Service cost                                              5,398            5,885
   Interest cost                                            14,132           14,038
   Participant contributions                                 1,362            1,469
   Actuarial losses                                          3,134           84,365
   Change in foreign currency exchange rates                26,588          (43,954)
   Benefits paid                                           (15,236)         (16,808)
                                                         ---------        ---------

       Benefit obligations at end of the year            $ 307,582        $ 352,577
                                                         =========        =========

 Change in plan assets:
   Fair value of plan assets at beginning of the year    $ 167,302        $ 196,573
   Actual return on plan assets                             14,175            7,132
   Employer contributions                                   11,726           13,323
   Participant contributions                                 1,362            1,469
   Change in foreign currency exchange rates                17,244          (24,793)
   Benefits paid                                           (15,236)         (16,808)
                                                         ---------        ---------

       Fair value of plan assets at end of year          $ 196,573        $ 176,896
                                                         =========        =========

 Funded status at end of the year:
   Plan assets less than PBO                             $(111,009)       $(175,681)
   Unrecognized actuarial losses                           107,581          175,482
   Unrecognized prior service cost                           6,829            5,550
   Unrecognized net transition obligations                     952              749
                                                         ---------        ---------

                                                         $   4,353        $   6,100
                                                         =========        =========

 Amounts recognized in the balance sheet:
   Unrecognized net pension obligations                  $   7,524        $   6,108
   Accrued pension costs:
     Current                                                (8,587)         (10,314)
     Noncurrent                                            (48,441)        (125,766)
   Accumulated other comprehensive loss                     53,857          136,072
                                                         ---------        ---------

                                                         $   4,353        $   6,100
                                                         =========        =========





                                                                                            Three months ended
                                                 Years ended December 31,                         March 31,
                                        -----------------------------------------         ------------------------
                                          2003            2004             2005            2005              2006
                                          ----            ----             ----            ----              ----
                                                                                                (unaudited)
                                                                          (In thousands)
 Net periodic pension cost:
                                                                                         
   Service cost benefits                $  4,060        $  5,398         $ 5,885         $ 1,616        $ 1,317
   Interest cost on PBO                   12,378          14,132          14,038           3,692          3,592
   Expected return on plan assets        (12,264)        (12,318)        (12,051)         (3,204)        (2,661)
   Amortization of prior service cost        255             463             482             126             81
   Amortization of net transition
      obligations                            527             368             107              81             58
   Recognized actuarial losses               827           2,335           3,035             794          1,838
                                        --------        --------        --------        --------       --------

                                        $  5,783        $ 10,378        $ 11,496        $  3,105       $  4,225
                                        ========        ========        ========        ========       ========


     In  determining  the  expected  long-term  rate of  return  on  plan  asset
assumptions,  the Company  considers  the long-term  asset mix (e.g.  equity vs.
fixed  income) for the assets for each of its plans and the  expected  long-term
rates of return for such asset  components.  In addition,  the Company  receives
advice  about   appropriate   long-term  rates  of  return  from  the  Company's
third-party actuaries. Such assumed asset mixes are summarized below:

                                      F-23

o    In Germany,  the composition of the Company's plan assets is established to
     satisfy the  requirements of the German  insurance  commissioner.  The plan
     asset  allocation at December 31, 2005 was 23% to equity  managers,  48% to
     fixed  income  managers  and 29% to real estate  (2004 - 23%,  48% and 29%,
     respectively).
o    In Norway,  the Company currently has a plan asset target allocation of 14%
     to  equity  managers,  64% to  fixed  income  managers  and  the  remainder
     primarily to liquid  investments  and cash. The expected  long-term rate of
     return for such  investments is  approximately  8% and 4.5% to 6% and 2.5%,
     respectively.  The plan asset  allocation  at December  31, 2005 was 16% to
     equity  managers,  62% to fixed income managers and the remainder  invested
     primarily  to  cash  and  liquid  investments  (2004 - 16%,  64%  and  20%,
     respectively).

     The Company  regularly  reviews its actual asset allocation for each of its
plans,  and will  periodically  rebalance the  investments  in each plan to more
accurately reflect the targeted allocation when considered appropriate.

     The  weighted-average  rate  assumptions  used in determining the actuarial
present  value of  benefit  obligations  as of  December  31,  2004 and 2005 are
presented in the table below. Such weighted-average  rates were determined using
the projected benefit obligations at each date.


                                                                December 31,
                                                          ------------------------
                   Rate                                   2004                2005
                   ----                                   ----                ----

                                                                        
Discount rate                                             5.0%                4.1%
Increase in future compensation levels                    2.8%                2.8%


     The weighted-average  rate assumptions used in determining the net periodic
pension  cost for 2003,  2004 and 2005 are  presented  in the table  below.  The
weighted-average  discount  rate and the  weighted-average  increase  in  future
compensation  levels were determined using the projected benefit  obligations as
of the beginning of each year, and the weighted-average long-term return on plan
assets was determined using the fair value of plan assets as of the beginning of
each year.


                                                                         December 31,
                                                         ----------------------------------------
                   Rate                                  2003               2004             2005
                   ----                                  ----               ----             ----

                                                                                    
Discount rate                                            5.8%               5.3%             5.0%
Increase in future compensation levels                   2.6%               2.8%             2.8%
Long-term return on plan assets                          6.9%               6.4%             6.0%


     At December 31, 2005, the  accumulated  benefit  obligation  related to the
Company's  defined  benefit  pension plans  aggregated $316 million (2004 - $257
million).  At December 31, 2004 and 2005, all of the Company's  defined  benefit
pension plans have  accumulated  benefit  obligations in excess of fair value of
plan assets.

     The Company  expects future  benefits paid from all defined benefit pension
plans to be as follows:


                                                             Amount
Years ending December 31,                                (In thousands)
                                                         --------------

                                                     
    2006                                                   $ 17,287
    2007                                                     16,277
    2008                                                     18,033
    2009                                                     16,764
    2010                                                     16,937
    2011 to 2012                                             90,812


                                      F-24

Note 12 - Related party transactions:

     The Company may be deemed to be controlled  by Harold C. Simmons.  See Note
1.  Corporations  that may be deemed to be controlled by or affiliated  with Mr.
Simmons sometimes engage in (a) intercorporate  transactions such as guarantees,
management and expense  sharing  arrangements,  shared fee  arrangements,  joint
ventures,  partnerships,  loans, options, advances of funds on open account, and
sales,  leases and  exchanges  of assets,  including  securities  issued by both
related  and  unrelated  parties  and  (b)  common  investment  and  acquisition
strategies,   business   combinations,    reorganizations,    recapitalizations,
securities  repurchases,  and  purchases and sales (and other  acquisitions  and
dispositions)  of  subsidiaries,   divisions  or  other  business  units,  which
transactions  have involved both related and unrelated parties and have included
transactions  which  resulted  in the  acquisition  by one  related  party  of a
publicly-held  minority  equity  interest  in another  related  party.  While no
transactions of the type described above are planned or proposed with respect to
the Company other than as set forth in these financial  statements,  the Company
continuously considers,  reviews and evaluates, and understands that Contran and
related entities consider, review and evaluate such transactions. Depending upon
the business,  tax and other  objectives then relevant,  it is possible that the
Company might be a party to one or more such transactions in the future.

     Under the terms of  various  intercorporate  services  agreements  ("ISAs")
entered into between the Company and various related parties, including Contran,
employees  of  one  company  will  provide  certain  management,  tax  planning,
financial and administrative  services to the other company on a fee basis. Such
charges are based upon  estimates  of the time  devoted by the  employees of the
provider of the services to the affairs of the recipient,  and the  compensation
and  associated  expenses  of such  persons.  Because  of the  large  number  of
companies  affiliated  with  Contran,  Kronos and NL, the  Company  believes  it
benefits from cost savings and  economies of scale gained by not having  certain
management,  financial and administrative staffs duplicated at each entity, thus
allowing certain  individuals to provide services to multiple companies but only
be compensated by one entity.  These ISA agreements are reviewed and approved by
the  applicable  independent  directors of the companies that are parties to the
agreements.  The net ISA fee  charged to the  Company  and  included in selling,
general and  administrative  expense was $1.5  million in 2003,  $2.8 million in
2004 and $2.9 million in 2005.

     Sales of TiO2 to Kronos (US), Inc. ("KUS") and Kronos Canada,  Inc. ("KC"),
affiliates of the Company,  aggregated  $68.7 million in 2003,  $50.8 million in
2004 and $63.6 million in 2005.

     KUS purchases the rutile and slag  feedstock  used as a raw material in all
of the Company's  chloride process TiO2 facilities.  The Company  purchases such
feedstock  from KUS for use in its  facilities for an amount equal to the amount
paid by KUS to the  third-party  supplier plus a 2.5%  administrative  fee. Such
feedstock  purchases  were  $93.3  million in 2003,  $106.2  million in 2004 and
$120.1 million in 2005.

     Purchases of TiO2 from KUS were $100,000 in 2003,  $3.5 million in 2004 and
nil in 2005.  Purchases of TiO2 from KC were $500,000 in 2003,  $700,000 in 2004
and $600,000 in 2005.

     Royalty  income  received  from  KC for  use of  certain  of the  Company's
intellectual  property was $6.1  million in 2003,  $6.0 million in 2004 and $6.8
million in 2005.

     Tall  Pines  Insurance  Company,  and EWI RE,  Inc.  provide  for or broker
certain  insurance  policies  for Contran and  certain of its  subsidiaries  and
affiliates, including the Company. Tall Pines is wholly-owned by a subsidiary of
Valhi,  and EWI is a wholly-owned  subsidiary of NL.  Consistent  with insurance
industry  practices,  Tall Pines and EWI receive  commissions from insurance and

                                      F-25

reinsurance  underwriters  and/or assess fees for the policies that they provide
or broker.  The aggregate premiums paid to Tall Pines (including amounts paid to
Valmont Insurance Company, another subsidiary of Valhi that was merged into Tall
Pines in 2004) and EWI by the Company and its joint venture were $5.2 million in
2003, $5.3 million in 2004 and $5.5 million in 2005.  These amounts  principally
included payments for insurance and reinsurance  premiums paid to third parties,
but also included  commissions  paid to Tall Pines and EWI. Tall Pines purchases
reinsurance  for  substantially  all of the risks it  underwrites.  The  Company
expects that these relationships with Tall Pines and EWI will continue in 2006.

     Contran and  certain of its  subsidiaries  and  affiliates,  including  the
Company, purchase certain of their insurance policies as a group, with the costs
of  the  jointly-owned   policies  being  apportioned  among  the  participating
companies.  With  respect to  certain  of such  policies,  it is  possible  that
unusually  large losses  incurred by one or more insureds  during a given policy
period could leave the other  participating  companies without adequate coverage
under that policy for the balance of the policy period. As a result, Contran and
certain of its  subsidiaries  and its  affiliates,  including the Company,  have
entered into a loss sharing  agreement  under which any uninsured loss is shared
by those  entities who have  submitted  claims under the  relevant  policy.  The
Company  believes  the  benefits  in the form of reduced  premiums  and  broader
coverage associated with the group coverage for such policies justifies the risk
associated with the potential for uninsured loss.

     Net amounts  between the Company and KUS were generally  related to product
sales and raw material  purchases.  Net amounts  between the Company and KC were
generally  related to product sales and royalties.  See Note 8 for discussion of
notes receivable from affiliates.

     Current  receivables  from and payables to affiliates are summarized in the
table below.


                                                                 December 31,                  March 31,
                                                           -------------------------          -----------
                                                            2004               2005              2006
                                                            ----               ----              ----
                                                                                              (unaudited)
                                                                          (In thousands)
 Current receivables from affiliates:
                                                                                      
   KC                                                    $  2,516           $  1,948           $  2,679
   KUS                                                       -                  -                 1,538
   Other                                                        1                  4               -
                                                         --------           --------           --------

                                                         $  2,517           $  1,952           $  4,217
                                                         ========           ========           ========

 Current payables to affiliates:
    KUS                                                  $ 11,033           $ 14,882           $   -
    Kronos                                                   -                  -                    84
    NL                                                          9               -                  -
                                                         --------           --------           --------

                                                         $ 11,042           $ 14,882           $     84
                                                         ========           ========           ========


     Interest  income on all loans to related  parties was less than  $50,000 in
2003,  $2.8 million in 2004 and $18.9 million in 2005.  Interest  expense on all
loans from  related  parties  was less than  $100,000 in 2003 and nil in each of
2004 and 2005.

Note 13 - Commitments and contingencies:

     Environmental  matters.  The Company's  operations  are governed by various
environmental laws and regulations.  Certain of the Company's businesses are, or
have been engaged in the handling, manufacture or use of substances or compounds
that may be  considered  toxic or  hazardous  within the  meaning of  applicable
environmental  laws.  As with other  companies  engaged  in similar  businesses,

                                      F-26

certain  past and  current  operations  and  products  of the  Company  have the
potential to cause  environmental  or other damage.  The Company has implemented
and  continues  to  implement  various  policies  and  programs  in an effort to
minimize  these  risks.  The  Company's  policy is to maintain  compliance  with
applicable  environmental  laws and  regulations  at all its  facilities  and to
strive to improve its environmental performance.  From time to time, the Company
may be subject to environmental  regulatory  enforcement under various statutes,
resolution of which typically involves the establishment of compliance programs.
It is  possible  that future  developments,  such as  stricter  requirements  of
environmental laws and enforcement policies  thereunder,  could adversely affect
the  Company's  production,  handling,  use,  storage,  transportation,  sale or
disposal  of  such  substances.  The  Company  believes  all its  plants  are in
substantial compliance with applicable environmental laws.

     Litigation  matters.  The Company's  Belgian  subsidiary and certain of its
employees  are the  subject of civil and  criminal  proceedings  relating  to an
accident that resulted in two  fatalities at the Company's  Belgian  facility in
2000. In May 2004,  the court ruled and,  among other things,  imposed a fine of
euro  200,000  against the Company and fines  aggregating  less than euro 40,000
against various Company employees. The Company and the individual employees have
appealed the ruling.

     In  addition  to the  litigation  described  above,  the  Company  and  its
affiliates  are also  involved  in  various  other  environmental,  contractual,
product  liability,  patent (or  intellectual  property),  employment  and other
claims and disputes incidental to its present and former businesses.

     The Company currently  believes the disposition of all claims and disputes,
individually or in the aggregate,  should not have a material  adverse effect on
its consolidated financial condition, results of operations or liquidity.

     Concentrations of credit risk. Sales of TiO2 accounted for about 90% of net
sales during each of the past three years.  The remaining  sales result from the
mining and sale of ilmenite  ore (a raw  material  used in the  sulfate  pigment
production process),  and the manufacture and sale of iron-based water treatment
chemicals (derived from co-products of the TiO2 production  processes).  TiO2 is
generally  sold to the paint,  plastics and paper  industries.  Such markets are
generally  considered   "quality-of-life"  markets  whose  demand  for  TiO2  is
influenced  by  the  relative  economic  well-being  of the  various  geographic
regions.  TiO2 is  sold to over  3,000  customers,  with  the top ten  customers
approximating  20%,  21%, and 20%  respectively  of net sales in 2003,  2004 and
2005.  Approximately 73% of the Company's TiO2 sales by volume were to Europe in
2003,  approximately  77% were to Europe in 2004 and  approximately  76% were to
Europe in 2005.  Approximately 13% of sales by volume were attributable to North
America in 2003, 9% attributable  to North America in 2004 and 10%  attributable
to North America in 2005.

     Long-term  contracts.  KUS has long-term  supply contracts that provide for
certain of its affiliates', including the Company's, TiO2 feedstock requirements
through 2010. The agreements  require KUS to purchase certain minimum quantities
of feedstock with minimum annual purchase commitments aggregating  approximately
$681 million at December 31, 2005. The  agreements  require that the Company and
certain of its affiliates purchase chloride feedstock underlying these long-term
supply contracts from KUS.

     Operating  leases.  The Company's  principal  German  operating  subsidiary
leases the land under its  Leverkusen  TiO2  production  facility  pursuant to a
lease with Bayer AG that expires in 2050. The Leverkusen facility itself,  which
is owned by the  Company  and which  represents  approximately  one-half  of the

                                      F-27

Company's current TiO2 production capacity,  is located within Bayer's extensive
manufacturing  complex.  Rent for the land lease  associated with the Leverkusen
facility is  periodically  established by agreement with Bayer for periods of at
least two years at a time. The lease agreement provides for no formula, index or
other  mechanism to determine  changes in the rent for such land lease;  rather,
any change in the rent is subject solely to periodic  negotiation  between Bayer
and the Company. Any change in the rent based on such negotiations is recognized
as part of lease  expense  starting  from the time such change is agreed upon by
both  parties,  as any such  change in the rent is deemed  "contingent  rentals"
under GAAP. Under a separate supplies and services  agreement  expiring in 2011,
the lessor  provides  some raw  materials,  including  chlorine,  auxiliary  and
operating materials,  utilities and services necessary to operate the Leverkusen
facility.

     The  Company  also  leases  various  other  manufacturing   facilities  and
equipment.  Some of the leases  contain  purchase  and/or  various  term renewal
options at fair market and fair rental values,  respectively.  In most cases the
Company  expects  that,  in the normal  course of business,  such leases will be
renewed or replaced by other leases. Net rent expense approximated $9 million in
2003 and $8 million  in each of 2004 and 2005.  At  December  31,  2005,  future
minimum  payments  under  noncancellable  operating  leases having an initial or
remaining term of more than one year were as follows:


                                                             Amount
Years ending December 31,                                (In thousands)
                                                         --------------

                                                         
   2006                                                     $ 3,328
   2007                                                       2,411
   2008                                                       2,150
   2009                                                       1,562
   2010                                                       1,126
   2011 and thereafter                                       21,029
                                                            -------

                                                            $31,606
                                                            =======


     Approximately  $20.1 million of the $31.6 million  aggregate future minimum
rental  commitments  at December  31, 2005 relates to the  Company's  Leverkusen
facility lease discussed  above. The minimum  commitment  amounts for such lease
included in the table above for each year  through  the 2050  expiration  of the
lease are based upon the current  annual rental rate as of December 31, 2005. As
discussed above, any change in the rent is based solely on negotiations  between
Bayer and the  Company,  and any such  change in the rent is deemed  "contingent
rentals"  under GAAP which is excluded from the future  minimum  lease  payments
disclosed above.

     Income taxes.  Contran and Valhi have agreed to a policy  providing for the
allocation  of tax  liabilities  and tax  payments as described in Note 1. Under
applicable  law, the  Company,  as well as every other member of the Contran Tax
Group,  are each jointly and severally  liable for the aggregate  federal income
tax  liability  of Contran and the other  companies  included in the Contran Tax
Group for all periods in which the Company is included in the Contran Tax Group.
Contran has agreed,  however,  to indemnify  the Company for any  liability  for
income taxes of the Contran Tax Group in excess of the  Company's  tax liability
previously  computed  and paid by Valhi in  accordance  with the tax  allocation
policy.

Note 14 - Financial instruments:

     Summarized below is the estimated fair value and related net carrying value
of the Company's financial instruments.

                                      F-28



                                                                    December 31,               December 31,
                                                                       2004                       2005
                                                             ----------------------      ----------------------
                                                              Carrying       Fair         Carrying       Fair
                                                               amount        value         amount        value
                                                             ---------     --------      ----------     -------
                                                                                (In millions)
Cash, cash equivalents, restricted cash and current and
                                                                                            
   noncurrent restricted marketable debt securities           $ 21.9       $  21.9       $ 67.2         $ 67.2

Long-term debt:
  Fixed rate with market quotes -
    8.875% Senior Secured Notes                               $519.2       $ 549.1       $449.3        $ 463.6
  Variable rate debt                                            13.6          13.6           -              -



     Fair  value  of  the  Company's  noncurrent   restricted   marketable  debt
securities  and 8.875% Senior  Secured Notes are based upon quoted market prices
at each balance sheet date.

Note 15 - Accounting principles newly adopted in 2003, 2004 and 2006:

     Asset retirement obligations. The Company adopted SFAS No. 143, "Accounting
for Asset  Retirement  Obligations," on January 1, 2003. Under SFAS No. 143, the
fair value of a liability for an asset retirement  obligation  covered under the
scope of SFAS No.  143 is  recognized  in the period in which the  liability  is
incurred,  with an  offsetting  increase in the  carrying  amount of the related
long-lived  asset.  Over time,  the  liability  would be accreted to its present
value,  and the  capitalized  cost is  depreciated  over the useful  life of the
related asset.  Upon  settlement of the liability,  an entity either settles the
obligation for its recorded amount or incurs a gain or loss upon settlement.

     Under the transition provisions of SFAS No. 143, at the date of adoption on
January 1, 2003 the Company  recognized (i) an asset retirement cost capitalized
as an increase to the carrying value of its property, plant and equipment,  (ii)
accumulated  depreciation on such capitalized cost and (iii) a liability for the
asset retirement  obligation.  Amounts resulting from the initial application of
SFAS No. 143 are measured using information,  assumptions and interest rates all
as of January 1, 2003.  The amount  recognized as the asset  retirement  cost is
measured as of the date the asset retirement obligation was incurred. Cumulative
accretion on the asset retirement  obligation,  and accumulated  depreciation on
the asset  retirement  cost, is recognized for the time period from the date the
asset  retirement  cost  and  liability  would  have  been  recognized  had  the
provisions  of SFAS  No.  143 been in  effect  at the  date  the  liability  was
incurred,  through January 1, 2003. The difference,  if any, between the amounts
to be recognized as described above and any associated amounts recognized in the
Company's  balance  sheet as of December 31, 2002 is  recognized as a cumulative
effect of a change in  accounting  principles  as of the date of  adoption.  The
effect of  adopting  SFAS No.  143 as of January  1, 2003 was not  material,  as
summarized  in  the  table  below,  and  is  not  separately  recognized  in the
accompanying Statement of Income.


                                                                            Amount
                                                                        (in millions)
                                                                        -------------

Increase in carrying value of net property, plant and equipment:
                                                                         
  Cost                                                                      $ .4
  Accumulated depreciation                                                   (.1)
Decrease in carrying value of previously-accrued closure and
 post-closure activities                                                      .3
Asset retirement obligation recognized                                       (.6)
                                                                            ----
  Net impact                                                                $ -
                                                                            ====


                                      F-29

     The  change  in the  asset  retirement  obligations  from  January  1, 2003
($600,000)  to December 31, 2003  ($800,000),  to December 31, 2004 ($1 million)
and to December 31, 2005  ($900,000) is primarily  due to accretion  expense and
the effects of currency translation.  Accretion expense,  which is reported as a
component of cost of goods sold in the  accompanying  Consolidated  Statement of
Operations, approximated $100,000 for each of the years ended December 31, 2003,
2004 and 2005.

     Estimates of the ultimate cost to be incurred to settle the Company's asset
retirement obligations require a number of assumptions, are inherently difficult
to develop  and the  ultimate  outcome  may differ from  current  estimates.  As
additional  information  becomes  available,  cost estimates will be adjusted as
necessary.  It  is  possible  that  technological,   regulatory  or  enforcement
developments,  the results of studies or other  factors  could  necessitate  the
recording of additional liabilities.

     Costs associated with exit or disposal activities. The Company adopted SFAS
No. 146, "Accounting for Costs Associated with Exit or Disposal  Activities," on
January 1, 2003 for exit or disposal activities initiated on or after that date.
Under SFAS No. 146, costs associated with exit activities,  as defined, that are
covered by the scope of SFAS No. 146 will be recognized  and measured  initially
at fair value, generally in the period in which the liability is incurred. Costs
covered by the scope of SFAS No. 146 include  termination  benefits  provided to
employees,  costs to consolidate facilities or relocate employees,  and costs to
terminate contracts (other than a capital lease).  Under prior GAAP, a liability
for such an exit cost is recognized  at the date an exit plan is adopted,  which
may or may not be the date at which the liability has been incurred.  The effect
of adopting  SFAS No. 146 as of January 1, 2003 was not  material as the Company
was not involved in any exit or disposal  activities covered by the scope of the
new standard as of such date.

     Variable  interest  entities.  The Company complied with the  consolidation
requirements of FASB Interpretation ("FIN") No. 46R,  "Consolidation of Variable
Interest Entities, an interpretation of ARB No. 51," as amended, as of March 31,
2004.  The Company  does not have any  involvement  with any  variable  interest
entity (as that term is defined in FIN No. 46R)  covered by the scope of FIN No.
46R that would require the Company to consolidate  such entity under FIN No. 46R
which had not  already  been  consolidated  under  prior  applicable  GAAP,  and
therefore the impact to the Company of adopting the  consolidation  requirements
of FIN No. 46R was not material.

     Inventory  costs.  The Company adopted SFAS No. 151,  "Inventory  Costs, an
amendment of ARB No. 43,  Chapter 4," as of January 1, 2006 for inventory  costs
incurred on or after such date.  SFAS No. 151 requires  that the  allocation  of
fixed production  overhead costs to inventory shall be based on normal capacity.
Normal capacity is not defined as a fixed amount; rather, normal capacity refers
to a range of production levels expected to be achieved over a number of periods
under normal  circumstances,  taking into account the loss of capacity resulting
from planned  maintenance  shutdowns.  The amount of fixed overhead allocated to
each unit of  production  is not  increased  as a  consequence  of idle plant or
production levels below the low end of normal capacity, but instead a portion of
fixed  overhead  costs is  charged to expense  as  incurred.  Alternatively,  in
periods of production above the high end of normal capacity, the amount of fixed
overhead  costs  allocated  to each  unit of  production  is  decreased  so that
inventories  are not measured above cost.  SFAS No. 151 also clarifies  existing
GAAP to require that abnormal freight and wasted materials  (spoilage) are to be
expensed as incurred.  The  Company's  production  cost  accounting  had already
complied with the  requirements of SFAS No. 151, and therefore  adoption of SFAS
No. 151 did not have a material effect on its consolidated financial statements.

                                      F-30

     Stock  options.  As permitted by regulations of the Securities and Exchange
Commission  ("SEC") the Company  adopted SFAS No.  123R,  as of January 1, 2006.
SFAS No. 123R,  among other things,  eliminates the alternative in existing GAAP
to use the  intrinsic  value  method  of  accounting  for  stock-based  employee
compensation  under APBO No.  25.  The  Company  is now  generally  required  to
recognize  the cost of employee  services  received in exchange  for an award of
equity  instruments  based on the grant-date  fair value of the award,  with the
cost  recognized over the period during which an employee is required to provide
services in exchange for the award (generally, the vesting period of the award).
No compensation cost will be recognized in the aggregate for equity  instruments
for which the employee does not render the requisite service (generally,  if the
instrument is forfeited before it has vested). The grant-date fair value will be
estimated using option-pricing  models (e.g.  Black-Scholes or a lattice model).
Under the  transition  alternatives  permitted  under SFAS No. 123R, the Company
will apply the new  standard  to all new awards  granted on or after  January 1,
2006, and to all awards existing as of December 31, 2005 which are  subsequently
modified,  repurchased  or cancelled  (referred  to as the modified  prospective
method in SFAS No.  123R).  Additionally,  as of January 1,  2006,  the  Company
recognizes compensation cost for the portion of any non-vested award existing as
of December 31, 2005 over the remaining  vesting  period.  Because the number of
non-vested  awards as of December 31, 2005 with respect to options granted by NL
to employees of the Company was not  material,  the effect of adopting  SFAS No.
123R in so far as it relates to existing stock options,  did not have a material
effect on the Company's consolidated financial statements. Should the Company or
its subsidiaries and affiliates,  however,  either grant a significant number of
options to employees  of the Company or modify,  repurchase  or cancel  existing
options  in the  future,  the  effect on the  Company's  consolidated  financial
statements could be material.

     Under the requirements of SFAS 123R, the cash income tax benefit  resulting
from the  exercise  of stock  options  in excess of the  cumulative  income  tax
benefit  related  to such  options  previously  recognized  for  GAAP  financial
reporting purposes in the Company's  consolidated  statements of income, if any,
is  reflected  as a cash  inflow  from  financing  activities  in the  Company's
consolidated  statements  of cash  flows,  and the  Company's  cash  flows  from
operating activities reflects the effect of cash paid for income taxes exclusive
of such cash  income  tax  benefit.  The  aggregate  amount of such  income  tax
benefits  recognized as a component of cash flows from financing  activities was
nil in the first quarter of 2006.

     SFAS No. 123R also  requires  certain  expanded  disclosures  regarding the
Company's  stock options,  and such expanded  disclosures  have been provided in
Note 8.

     Certain  employees  of the  Company  have  been  granted  options  by NL to
purchase NL common stock.  Prior to January 1, 2006,  the Company  accounted for
stock-based  employee  compensation  in  accordance  with APBO No.  25,  and its
various  interpretations.  Under APBO No. 25, no compensation  cost is generally
recognized  for fixed stock options in which the exercise  price is greater than
or equal to the market price on the grant date. Prior to 2005, and following the
cash  settlement  of  certain  stock  options  held by  employees  of NL and the
Company,  the  Company  commenced  accounting  for its stock  options  using the
variable accounting method of APBO No. 25 because the Company could not overcome
the  presumption  that it would not similarly  cash settle the  remaining  stock
options.  Under the  variable  accounting  method,  the  intrinsic  value of all
unexercised  stock options  (including  stock options with an exercise  price at
least equal to the market  price on the date of grant) is accrued as an expense,
with subsequent increases (decreases) in the Company's market price resulting in
the recognition of additional compensation expense (income).  Following adoption
of SFAS No. 123R effective January 1, 2006, the Company will continue to account
for NL's remaining stock options in a manner similar to the variable  accounting
method of APBO No. 25, as required by the guidance of SFAS No. 123R.

                                      F-31

     Aggregate  compensation  expense  related  to  NL  stock  options  held  by
employees  of the Company was  $300,000  in 2003 and $1.0  million in 2004,  and
compensation  income was $600,000 in 2005.  Aggregate  compensation  expense was
approximately  $100,000 in the first quarter of 2005 and aggregate  compensation
income was approximately $200,000 in the first quarter of 2006. The total income
tax benefit  related to such  compensation  cost  recognized  by the Company was
approximately  $100,000 in 2003 and  $400,000 in 2004,  and the total income tax
provision  related  to  the  compensation   income  was  $200,000  in  2005.  No
compensation  cost was capitalized as part of assets (inventory or fixed assets)
during 2003,  2004, 2005 and 2006. If the Company and its  subsidiaries had each
elected  to  account  for their  respective  stock-based  employee  compensation
related to stock options in  accordance  with the fair  value-based  recognition
provisions  of SFAS No. 123,  for all awards  granted  subsequent  to January 1,
1995, the effect on the Company's  results of operations in 2003, 2004, 2005 and
2006 would not have been material.

Note 16 -      Quarterly results of operations (unaudited):


                                                               Quarter ended
                                          --------------------------------------------------------
                                           March 31         June 30       Sept. 30        Dec. 31
                                           --------         -------       --------        -------
                                                                  (In millions)

 Year ended December 31, 2004
                                                                              
   Net sales                               $  192.2         $ 208.1        $ 203.4        $ 204.3
   Gross margin                            $   49.6         $  51.8        $  47.3        $  49.7
   Net income                              $   13.2         $ 290.5        $   9.1        $  13.2

 Year ended December 31, 2005
   Net sales                               $  209.5         $ 227.6        $ 206.0        $ 207.8
   Gross margin                            $   62.4         $  70.5        $  55.2        $  49.6
   Net income                              $   18.2         $  28.5        $   6.4        $   6.7

 Year ending December 31, 2006
   Net sales                               $  208.6
   Gross margin                            $   53.0
   Net income                              $   13.1


                                      F-32


                        KRONOS TITAN GMBH AND SUBSIDIARY

                   Index of Consolidated Financial Statements


Financial Statements                                                      Pages

Report of Independent Registered Public Accounting Firm                    FA-2

Consolidated Balance Sheets - December 31, 2004 and 2005;
 March 31, 2006 (unaudited)                                                FA-3

Consolidated Statements of Income - Years ended
 December 31, 2003, 2004 and 2005;
  Three months ended March 31, 2005 and 2006 (unaudited)                   FA-5

Consolidated Statements of Comprehensive Income (Loss) -
 Years ended December 31, 2003, 2004 and 2005;
  Three months ended March 31, 2005 and 2006 (unaudited)                   FA-6

Consolidated Statements of Partners' Capital/Owners'
 Equity - Years ended December 31, 2003, 2004 and 2005;
  Three months ended March 31, 2006 (unaudited)                            FA-7

Consolidated Statements of Cash Flows - Years ended
 December 31, 2003, 2004 and 2005;
  Three months ended March 31, 2005 and 2006 (unaudited)                   FA-8

Notes to Consolidated Financial Statements                                 FA-10





                                      FA-1





             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Owner of Kronos Titan GmbH:

     In our  opinion,  the  accompanying  consolidated  balance  sheets  and the
related  consolidated   statements  of  income,   comprehensive  income  (loss),
partners'  capital/owners' equity and cash flows present fairly, in all material
respects, the financial position of Kronos Titan GmbH and Subsidiary at December
31, 2004 and 2005, and the results of their  operations and their cash flows for
each of the three years in the period ended December 31, 2005 in conformity with
accounting principles generally accepted in the United States of America.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.  We conducted our audits of these  statements in accordance with the
standards of the Public  Company  Accounting  Oversight  Board (United  States).
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.





PricewaterhouseCoopers LLP




Dallas, Texas
March 28, 2006


                                      FA-2



                        KRONOS TITAN GMBH AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)



                                                                 December 31,                 March 31,
                                                           ------------------------         -----------
                ASSETS                                      2004              2005             2006
                                                            ----              ----             ----
                                                                                            (unaudited)
Current assets:
                                                                                    
  Cash and cash equivalents                              $  6,444          $ 50,765          $ 45,458
  Accounts and notes receivable, net                       76,732            73,059           101,097
  Receivable from affiliates                               32,355            43,021            33,074
  Refundable income taxes                                      59            14,695            14,035
  Inventories                                             101,850           113,677           113,353
  Prepaid expenses                                          2,078             1,629             3,035
                                                         --------          --------          --------

    Total current assets                                  219,518           296,846           310,052
                                                         --------          --------          --------

Other assets:
  Note receivable from Kronos Titan A/S                     5,449                 -                 -
  Unrecognized net pension obligations                      3,672             3,000             3,045
  Deferred income taxes                                    18,077            47,044            43,020
  Other                                                     1,201               808               853
                                                         --------          --------          --------

    Total other assets                                     28,399            50,852            46,918
                                                         --------          --------          --------

Property and equipment:
  Land                                                     14,929            13,460            13,661
  Buildings                                               111,349           101,151           104,304
  Machinery and equipment                                 496,428           434,895           446,896
  Construction in progress                                 10,022             9,853             3,444
                                                         --------          --------          --------

                                                          632,728           559,359           568,305
                                                         --------          --------          --------

  Less accumulated depreciation and depletion             373,938           332,840           340,892
                                                         --------          --------          --------

    Net property and equipment                            258,790           226,519           227,413
                                                         --------          --------          --------

                                                         $506,707          $574,217          $584,383
                                                         ========          ========          ========






                                       FA-3

                        KRONOS TITAN GMBH AND SUBSIDIARY

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                 (In thousands)



                                                                  December 31,                 March 31,
                                                           ------------------------         -----------
LIABILITIES AND OWNERS' EQUITY                              2004              2005             2006
                                                            ----              ----             ----
                                                                                            (unaudited)
Current liabilities:
                                                                                   
  Accounts payable and accrued liabilities               $  76,952        $  71,987         $  73,878
  Payables to affiliates                                    35,260           75,447            72,543
  Deferred income taxes                                      1,912            3,508             1,010
                                                         ---------        ---------         ---------

    Total current liabilities                              114,124          150,942           147,431
                                                         ---------        ---------         ---------

Noncurrent liabilities:
  Note payable to affiliate                                 12,941           11,239            11,407
  Accrued pension cost                                      45,015          120,872           120,679
  Other                                                     12,193           13,047            13,380
                                                         ---------        ---------         ---------

    Total noncurrent liabilities                            70,149          145,158           145,466
                                                         ---------        ---------         ---------

Owners' equity:
  Subscribed capital                                        12,496           12,496            12,496
  Paid in capital                                          227,037          227,037           227,037
  Retained earnings (deficit)                               (9,685)          42,548            50,712
  Accumulated other comprehensive income (loss):
    Currency translation                                   111,996           68,897            74,102
    Pension liabilities                                    (19,410)         (72,861)          (72,861)
                                                         ---------        ---------         ---------

      Total owners' equity                                 322,434          278,117           291,486
                                                         ---------        ---------         ---------

                                                         $ 506,707        $ 574,217         $ 584,383
                                                         =========        =========         =========


Commitments and contingencies (Notes 6, 9 and 12)



           See accompanying notes to consolidated financial statements.



                                      FA-4


                        KRONOS TITAN GMBH AND SUBSIDIARY

                        CONSOLIDATED STATEMENTS OF INCOME

                                 (In thousands)



                                                                                                         Three months ended
                                                              Years ended December 31,                         March 31,
                                                     -----------------------------------------         ------------------------
                                                       2003            2004             2005            2005              2006
                                                       ----            ----             ----            ----              ----
                                                                                                             (unaudited)

                                                                                                         
Net sales                                            $487,337        $552,216         $584,219        $142,774          $145,819
Cost of sales                                         379,187         451,888          462,558         110,460           119,744
                                                     --------        --------         --------        --------          --------

    Gross margin                                      108,150         100,328          121,661          32,314            26,075

Selling, general and administrative expense            42,925          47,824           50,140          12,751            12,962
Other operating income (expense):
  Currency transaction gains (losses), net             (3,519)         (2,533)           3,906             854              (908)
  Disposition of property and equipment                  (390)           (293)          (1,080)            (40)             (452)
                                                     --------        --------         --------        --------          --------

    Income from operations                             61,316          49,678           74,347          20,377            11,753

Other income (expense):
  Trade interest income                                   447             949              733              49               410
  Interest and other income from affiliates             3,918           8,813           13,224           3,380             1,495
  Interest and other expense to affiliates               (442)           (304)            (791)           (150)              (80)
  Interest expense                                       (368)           (651)            (595)            (60)              (61)
                                                     --------        --------         --------        --------          --------

    Income before income taxes                         64,871          58,485           86,918          23,596            13,517

Income tax provision (benefit)                       (205,670)         17,507           34,685           9,283             5,353
                                                     --------        --------         --------        --------          --------

    Net income                                       $270,541        $ 40,978         $ 52,233        $ 14,313          $  8,164
                                                     ========        ========         ========        ========          ========


           See accompanying notes to consolidated financial statements.

                                       FA-5

                        KRONOS TITAN GMBH AND SUBSIDIARY

             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

                                 (In thousands)



                                                                                                         Three months ended
                                                              Years ended December 31,                         March 31,
                                                     -----------------------------------------         ------------------------
                                                       2003            2004             2005            2005              2006
                                                       ----            ----             ----            ----              ----
                                                                                                             (unaudited)

                                                                                                         
Net income                                           $270,541        $ 40,978         $ 52,233        $ 14,313          $  8,164
                                                     --------        --------         --------        --------          --------

Other comprehensive income (loss), net of tax:
   Minimum pension liabilities adjustment             (17,946)          4,400          (53,451)           -                 -
   Currency translation adjustment                     37,674          36,472          (43,099)        (13,747)            5,205
                                                     --------        --------         --------        --------          --------

     Total other comprehensive income                  19,728          40,872          (96,550)        (13,747)            5,205
                                                     --------        --------         --------        --------          --------

Comprehensive income (loss)                          $290,269        $ 81,850         $(44,317)       $    566          $ 13,369
                                                     ========        ========         ========        ========          ========



           See accompanying notes to consolidated financial statements.

                                      FA-6

                        KRONOS TITAN GMBH AND SUBSIDIARY

          CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL / OWNERS' EQUITY

                  Years ended December 31, 2003, 2004 and 2005

                and three months ended March 31, 2006 (unaudited)

                                 (In thousands)


                                                                                                  Accumulated other
                                                                                                    comprehensive
                                                                Owners' Equity                      income (loss)
                                                Partners'  ---------------------   Retained   ---------------------------
                                                 capital   Subscribed    Paid-in   earnings     Currency       Pension
                                                (deficit)    capital     capital  (deficit)   translation    liabilities    Total
                                               ----------  ----------   --------  ----------  -----------    -----------   -------

                                                                                                      
Balance at December 31, 2002                   $ 118,589    $   -       $   -      $   -        $ 37,850     $  (5,864)    $150,575

Net income                                       270,541        -           -          -            -             -         270,541
Other comprehensive income (loss), net of tax       -           -           -          -          37,674       (17,946)      19,728
Partnership conversion                          (389,130)     12,496     376,634       -            -             -            -
                                               ---------    --------    --------   --------     --------     ---------     --------

Balance at December 31, 2003                        -         12,496     376,634       -          75,524       (23,810)     440,844

Net income                                          -           -           -        40,978         -             -          40,978
Dividends declared                                  -           -           -       (50,663)        -             -         (50,663)
Other comprehensive income, net of tax              -           -           -          -          36,472         4,400       40,872
Noncash capital transaction                         -           -       (149,597)      -            -             -        (149,597)
                                               ---------    --------    --------   --------     --------     ---------     --------

Balance at December 31, 2004                        -         12,496     227,037     (9,685)     111,996       (19,410)     322,434

Net income                                          -           -           -        52,233         -            -           52,233
Other comprehensive income, net of tax              -           -           -          -         (43,099)      (53,451)     (96,550)
                                               ---------    --------    --------   --------     --------     ---------     --------

Balance at December 31, 2005                        -         12,496     227,037     42,548       68,897       (72,861)     278,117

Unaudited:
  Net income                                        -           -           -         8,164         -             -           8,164
  Other comprehensive income, net of tax            -           -           -          -           5,205          -           5,205
                                               ---------    --------    --------   --------     --------     ---------     --------

  Balance at March 31, 2006                    $    -       $ 12,496    $227,037   $ 50,712     $ 74,102     $ (72,861)    $291,486
                                               =========    ========    ========   ========     ========     =========     ========


           See accompanying notes to consolidated financial statements.

                                      FA-7

                        KRONOS TITAN GMBH AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)


                                                                                                         Three months ended
                                                              Years ended December 31,                         March 31,
                                                     -----------------------------------------         ------------------------
                                                       2003            2004             2005            2005              2006
                                                       ----            ----             ----            ----              ----
                                                                                                             (unaudited)

Cash flows from operating activities:
                                                                                                     
  Net income                                        $ 270,541       $  40,978        $  52,233       $  14,313      $   8,164
  Depreciation, depletion and amortization             20,452          23,583           20,980           5,535          4,916
  Noncash interest expense                                140             200              141              46             22
  Deferred income taxes                               (39,770)          6,178            9,427             631          1,455
  Net loss from disposition of property
    and equipment                                         390             293            1,080              40            451
  Pension, net                                         (5,021)         (4,540)          (3,328)           (833)          (475)
  Other, net                                               12             167              155              44           (120)
  Change in assets and liabilities:
    Accounts and notes receivable                       1,827          (3,205)          (9,294)        (27,793)       (26,908)
    Inventories                                         1,830           5,837          (26,334)        (11,163)         2,039
    Prepaid expenses                                    1,107             559             (144)         (1,727)        (1,386)
    Accounts payable and accrued liabilities            2,637          13,683            5,412           5,057          1,379
    Income taxes                                     (130,136)        126,599          (13,859)            (16)           880
    Accounts with affiliates                          (85,431)        (82,855)          29,420          21,895          6,617
    Other noncurrent assets                               481            (146)             109             112            (55)
    Other noncurrent liabilities                         (555)         (5,334)            (713)         (2,724)             8
                                                    ---------       ---------        ---------        --------      ---------

      Net cash provided (used) by  operating
             activities                                38,504         121,997           65,285           3,417         (3,013)
                                                    ---------       ---------        ---------        --------      ---------

Cash flows from investing activities:
  Capital expenditures                                (18,715)        (20,396)         (22,896)         (3,260)        (2,937)
  Proceeds from disposition of property
    and equipment                                           4            -                -               -              -
                                                    ---------       ---------        ---------        --------      ---------

      Net cash used by investing activities           (18,711)        (20,396)         (22,896)         (3,260)        (2,937)
                                                    ---------       ---------        ---------        --------      ---------








                                      FA-8

                        KRONOS TITAN GMBH AND SUBSIDIARY

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                 (In thousands)


                                                                                                         Three months ended
                                                              Years ended December 31,                         March 31,
                                                     -----------------------------------------         ------------------------
                                                       2003            2004             2005            2005              2006
                                                       ----            ----             ----            ----              ----

Cash flows from financing activities:
  Indebtedness:
                                                                                                      
    Borrowings                                      $    -          $  49,984        $    -          $    -          $    -
    Principal payments                                   -            (49,984)            -               -               -
  Loans from affiliates:
    Loans                                                -             11,597            4,860            -               -
    Repayments                                           -            (88,656)            -               -               -
  Cash distributions                                     -            (50,663)            -               -               -
                                                    ---------       ---------        ---------       ---------       ---------

    Net cash provided (used) by
     financing activities                                -           (127,722)           4,860            -               -

Cash and cash equivalents - net change from:
    Operating, investing and financing
     activities                                        19,793         (26,121)          47,249             157          (5,950)
    Currency translation                                3,241           1,706           (2,928)           (156)            643
  Balance at beginning of year                          7,825          30,859            6,444           6,444          50,765
                                                    ---------       ---------        ---------       ---------       ---------

  Balance at end of year                            $  30,859       $   6,444        $  50,765       $   6,445       $  45,458
                                                    =========       =========        =========       =========       =========

Supplemental disclosures:
  Cash paid (received) for:
    Interest                                        $     674       $     626        $     516       $      14       $    -
    Income taxes                                         (166)       (132,629)           6,517            -              1,192



          See accompanying notes to consolidated financial statements.

                                       FA-9


                        KRONOS TITAN GMBH AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Organization and basis of presentation:

     Kronos  Titan  GmbH  ("TG")  is  a   wholly-owned   subsidiary   of  Kronos
International,  Inc.  ("KII").  KII  is  a  wholly-owned  subsidiary  of  Kronos
Worldwide,  Inc.  (NYSE:KRO)  ("Kronos").  At December 31, 2005, (i) Valhi, Inc.
(NYSE:  VHI) held  approximately  57% of Kronos' common stock and NL Industries,
Inc.  (NYSE:  NL) held an  additional  36% of the  outstanding  common  stock of
Kronos,  (ii) Valhi owned 83% of NL's outstanding common stock and (iii) Contran
Corporation and its subsidiaries held  approximately 92% of Valhi's  outstanding
common  stock.  At March 31,  2006 (i) Valhi held  approximately  59% of Kronos'
outstanding  common stock and NL  Industries,  Inc.  held an  additional  35% of
Kronos' common stock,  (ii) Valhi owned  approximately  83% of NL's  outstanding
common  stock  and  (iii)  Contran   Corporation  and  its   subsidiaries   held
approximately  92% of Valhi's  outstanding  common stock.  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, of which Mr. Simmons
is sole trustee,  or is held by Mr. Simmons or persons or other entities related
to Mr. Simmons.  Consequently, Mr. Simmons may be deemed to control each of such
companies.

     The accompanying  consolidated  financial  statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America  ("GAAP"),  with the U.S.  dollar  as the  reporting  currency.  TG also
prepares financial statements on other bases, as required in Germany.

     Effective December 31, 2003, Kronos Titan GmbH & Co. OHG was converted from
a partnership into a limited liability company under German law, and was renamed
TG.  The  conversion   resulted  in  a  reclassification  of  partner's  capital
aggregating  $389 million at the date of conversion into other capital  accounts
(subscribed  capital and  paid-in  capital)  and had no material  effect on TG's
consolidated  financial  statements,  other than with respect to deferred income
taxes. In 2004, the Company forgave a $150 million  receivable from KII which is
reflected as a noncash  capital  transaction  in the  accompanying  Consolidated
Statement of Partners' Capital/Owners' Equity.

     TG is not a registrant  with the U.S.  Securities  and Exchange  Commission
("SEC")  and  therefore  is  not  subject  to  the  SEC's   periodic   reporting
requirements, except as may be required by Rule 3-16 of Regulation S-X.

Note 2 - Summary of significant accounting policies:

     Management's   estimates.   The  preparation  of  financial  statements  in
conformity with GAAP requires  management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent assets and liabilities at the date of the financial  statements,  and
the reported amount of revenues and expenses during the reporting period. Actual
results may differ from previously-estimated amounts under different assumptions
or conditions.

     Principles of consolidation.  The consolidated financial statements include
the  accounts  of  TG  and  its  wholly-owned  subsidiary   (collectively,   the
"Company").   All  material   intercompany   accounts  and  balances  have  been
eliminated.  The Company has no involvement  with any variable  interest  entity
covered by the scope of FASB Interpretation  ("FIN") No. 46R,  "Consolidation of
Variable Interest  Entities,  an interpretation of ARB No. 51," as amended as of
March 31, 2004.

     Unaudited  interim  information.  Information  included in the consolidated
financial statements and related notes to the consolidated  financial statements

                                      FA-10

as of March 31, 2006 and for the three  month  interim  periods  ended March 31,
2005 and 2006 is  unaudited.  In the  opinion of  management,  all  adjustments,
consisting only of normal recurring  adjustments,  necessary to state fairly the
consolidated  financial position,  results of operations and cash flows for such
interim  periods  have been made.  The  results of  operations  for the  interim
periods are not necessarily  indicative of the operating results for a full year
or of future  operations.  Certain  information  normally  included in financial
statements  prepared in accordance  with GAAP has been  condensed or omitted for
such interim periods.

     Translation of foreign  currencies.  The functional currency of the Company
is the euro.  Assets and  liabilities  of the  Company  are  translated  to U.S.
dollars at year-end  rates of exchange and revenues and expenses are  translated
at  weighted  average  exchange  rates  prevailing  during  the year.  Resulting
translation  adjustments are included in other comprehensive  income (loss), net
of related income taxes, if applicable.  Currency  transaction  gains and losses
are recognized in income currently.

     Derivatives and hedging activities.  Derivative  instruments are recognized
as either assets or  liabilities  and measured at fair value in accordance  with
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as
amended.  The  accounting  for changes in fair value of derivatives is dependent
upon the intended use of the derivative,  and such changes are recognized either
in net income or other  comprehensive  income.  As permitted  by the  transition
requirements of SFAS No. 133, as amended, the Company exempted from the scope of
SFAS No.  133 all host  contracts  containing  embedded  derivatives  which were
issued or acquired prior to January 1, 1999.

     Cash  equivalents.  Cash  equivalents  include bank  deposits with original
maturities of three months or less.

     Accounts  receivable.  The  Company  provides  an  allowance  for  doubtful
accounts  for  known  and  estimated  potential  losses  arising  from  sales to
customers based on a periodic review of the accounts.

     Property and equipment and depreciation.  Property and equipment are stated
at cost. Depreciation of property and equipment for financial reporting purposes
is computed  principally by the  straight-line  method over the estimated useful
lives of ten to 40 years for  buildings  and  three to 20 years  for  equipment.
Accelerated depreciation methods are used for income tax purposes, as permitted.
Upon  sale  or  retirement  of  an  asset,  the  related  cost  and  accumulated
depreciation are removed from the accounts and any gain or loss is recognized in
income currently.

     Expenditures  for  maintenance,  repairs and minor  renewals are  expensed;
expenditures  for major  improvements  are  capitalized.  The  Company  performs
planned major  maintenance  activities  during the year.  Repair and maintenance
costs  estimated to be incurred in  connection  with planned  major  maintenance
activities  are  accrued in advance and are  included in cost of sales.  Accrued
repair  and  maintenance  costs,  included  in  other  current  liabilities  and
consisting  primarily  of  materials  and  supplies,  was $3.2  million and $2.2
million at December 31, 2004 and 2005, respectively.

     Interest costs related to major long-term capital projects and renewals are
capitalized as a component of  construction  costs.  Interest costs  capitalized
were not significant in 2003, 2004 or 2005.

     When  events or  changes  in  circumstances  indicate  that  assets  may be
impaired,  an evaluation is performed to determine if an impairment exists. Such
events or changes in circumstances  include, among other things, (i) significant
current  and prior  periods or current  and  projected  periods  with  operating
losses,  (ii) a significant  decrease in the market value of an asset or (iii) a
significant  change  in the  extent  or  manner  in which an asset is used.  All
relevant  factors  are  considered.  The test for  impairment  is  performed  by

                                      FA-11

comparing the estimated  future  undiscounted  cash flows (exclusive of interest
expense)  associated  with  the  asset  to the  asset's  net  carrying  value to
determine  if a  write-down  to market  value or  discounted  cash flow value is
required.  The Company assesses  impairment of other long-lived  assets (such as
property and equipment and mining  properties) in accordance  with SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets."

     Long-term debt.  Long-term debt is stated net of any  unamortized  original
issue premium or discount. Amortization of deferred financing costs, included in
interest  expense,  is  computed  by the  interest  method  over the term of the
applicable issue.

     Employee  benefit  plans.  Accounting  and funding  policies for retirement
plans are described in Note 8.

     Income  taxes.  As a  partnership  under German law during 2003, TG was not
subject to  corporate  income  taxes,  but was  subject to trade  income  taxes.
Deferred  trade  income tax  assets  and  liabilities  were  recognized  for the
expected  future tax  consequences  of temporary  differences  between the trade
income tax and financial  reporting  carrying amounts of assets and liabilities.
Effective  December 31, 2003,  the Company was converted from a partnership to a
limited  liability  company.  Subsequent to that date, the Company is subject to
the German  corporation  tax,  with a  statutory  rate of 25%,  in  addition  to
solidarity-surcharge of 5.5% of corporate income tax and trade income taxes. The
Company  periodically  evaluates  its deferred tax assets in the various  taxing
jurisdictions in which it operates and adjusts any related  valuation  allowance
based on the estimate of the amount of such deferred tax assets that the Company
believes does not meet the "more-likely-than-not" recognition criteria. See Note
9.

     Net sales. Sales are recorded when products are shipped and title and other
risks and rewards of ownership have passed to the customer, or when services are
performed.  Shipping terms of products shipped are generally FOB shipping point.
Amounts  charged to  customers  for  shipping  and  handling are included in net
sales.  Sales are stated net of price,  early payment and distributor  discounts
and volume rebates.

     Inventories and cost of sales.  Inventories are stated at the lower of cost
(principally  average  cost)  or  market,  net  of  allowance  for  obsolete  or
slow-moving  inventories.  Amounts are removed from inventories at average cost.
Cost of sales includes costs for materials, packaging and finishing,  utilities,
salary and benefits, maintenance and depreciation.

     Selling, general and administrative expenses;  shipping and handling costs.
Selling, general and administrative expenses include costs related to marketing,
sales, distribution,  shipping and handling, research and development, legal and
administrative functions, such as accounting, treasury and finance, and includes
costs for salary and benefits,  travel and entertainment,  promotional materials
and  professional  fees.  Shipping and  handling  costs are included in selling,
general and administrative expense and were $19.8 million in 2003, $22.3 million
in 2004 and $23.1  million in 2005.  Advertising  costs are expensed as incurred
and were approximately $300,000 in each of 2003, 2004 and 2005.

     Stock  options.  The  Company  has not issued any stock  options.  However,
certain  employees of the Company have been granted options by NL to purchase NL
common stock. The Company has elected the disclosure  alternative  prescribed by
SFAS No. 123,  "Accounting for  Stock-Based  Compensation,"  as amended,  and to
account for its stock-based  employee  compensation  related to stock options in
accordance with Accounting Principles Board Opinion ("APBO") No. 25, "Accounting
for Stock Issued to  Employees,"  and its various  interpretations.  The Company
adopted SFAS No. 123R "Share-Based Payment," as of January 1, 2006, see Note 14.

                                       FA-12

Note 3 - Accounts and notes receivable, net:


                                                                 December 31,                  March 31,
                                                           -------------------------          -----------
                                                            2004               2005              2006
                                                            ----               ----              ----
                                                                                              (unaudited)
                                                                          (In thousands)

                                                                                      
Trade receivables                                        $ 71,914           $ 69,019           $ 89,080
Recoverable VAT and other receivables                       6,058              5,189             13,106
Allowance for doubtful accounts                            (1,240)            (1,149)            (1,089)
                                                         --------           --------           --------

                                                         $ 76,732           $ 73,059           $101,097
                                                         ========           ========           ========


Note 4 - Inventories:


                                                                 December 31,                  March 31,
                                                           -------------------------          -----------
                                                            2004               2005              2006
                                                            ----               ----              ----
                                                                                              (unaudited)
                                                                          (In thousands)

                                                                                      
Raw materials                                            $ 20,379           $ 21,386           $ 15,918
Work in process                                            10,173             11,884             13,727
Finished products                                          55,349             65,242             66,752
Supplies                                                   15,949             15,165             16,956
                                                         --------           --------           --------

                                                         $101,850           $113,677           $113,353
                                                         ========           ========           ========


Note 5 - Accounts payable and accrued liabilities:


                                                                 December 31,                  March 31,
                                                           -------------------------          -----------
                                                            2004               2005              2006
                                                            ----               ----              ----
                                                                                              (unaudited)
                                                                          (In thousands)

Accounts payable                                         $ 39,732           $ 39,206           $ 37,529
Accrued liabilities:
                                                                                        
  Employee benefits                                        15,957             16,632             17,475
  Waste acid recovery                                       9,598              9,149              8,418
  Other                                                    11,665              7,000             10,456
                                                         --------           --------           --------

                                                         $ 76,952           $ 71,987           $ 73,878
                                                         ========           ========           ========


Note 6 - Long-term debt:

     The Company and certain of KII's subsidiaries in Belgium and Norway (Kronos
Europe S.A./N.V.-"KEU", Kronos Titan A/S - "TAS" and Titania A/S - "TIA," Kronos
Norge A/S, the parent company of TAS and TIA, and Kronos Denmark ApS, the parent
company of Kronos Norge and KEU), referred to as the "Borrowers", have a euro 80
million secured revolving credit facility that matures in June 2008.  Borrowings
may be denominated in euros, Norwegian kroner or U.S. dollars, and bear interest
at the applicable  interbank market rate plus 1.125%. The facility also provides
for the issuance of letters of credit up to euro 5 million.  The credit facility
is collateralized  by the accounts  receivable and inventories of the borrowers,
plus a limited  pledge of all of the other assets of the Belgian  borrower.  The
credit  facility  contains  certain  restrictive  covenants  which,  among other
things,  restrict the ability of the borrowers to incur debt,  incur liens,  pay
dividends or merge or consolidate with, or sell or transfer all or substantially
all of their  assets to,  another  entity.  In  addition,  the  credit  facility
contains  customary  cross-default  provisions  with  respect  to other debt and
obligations of Borrowers, KII and its other subsidiaries.  At December 31, 2005,
no  amounts  were  outstanding  under  the  European  Credit  Facility  and  the
equivalent  of $92.3  million was  available  for  additional  borrowing  by the
Borrowers.  The Company, KEU and Kronos Denmark are unconditionally  jointly and
severally  liable  for any and  all  outstanding  borrowings  under  the  credit
facility. TAS, TIA and Kronos Norge A/S are jointly and severally liable for any
and all outstanding borrowings under the credit facility to the extent permitted
by Norwegian law.

                                      FA-13

     In June 2002,  KII issued at par value euro 285  million  principal  amount
($280  million when issued) of its 8.875%  Senior  Secured Notes due 2009 and in
November 2004 KII issued at 107% of par an additional euro 90 million  principal
amount ($130 million when issued) of the KII senior secured notes  (collectively
the  "Notes").  The Notes are  collateralized  by a pledge of 65% of the  common
stock or other  ownership  interests  of certain of KII's  first-tier  operating
subsidiaries.  Such operating subsidiaries are the Company,  Kronos Denmark ApS,
Kronos  Limited and Societe  Industrielle  Du Titane,  S.A. The Notes are issued
pursuant to an indenture  which contains a number of covenants and  restrictions
which, among other things, restricts the ability of KII and its subsidiaries, to
incur debt,  incur liens, or merge or consolidate  with, or sell or transfer all
or  substantially  all of  their  assets  to,  another  entity.  The  Notes  are
redeemable,  at KII's option,  at redemption prices ranging from 104.437% of the
principal amount,  declining to 100% on or after December 30, 2008. In the event
of a change of control of KII,  as  defined,  KII would be  required  to make an
offer to purchase its Notes at 101% of the principal  amount.  KII would also be
required to make an offer to  purchase a  specified  portion of its Notes at par
value in the event KII generates a certain  amount of net proceeds from the sale
of assets outside the ordinary course of business, and such net proceeds are not
otherwise used for specified purposes within a specified time period.

     Under  the  cross-default  provisions  of  the  Notes,  the  Notes  may  be
accelerated  prior to their stated maturity if KII or any of KII's  subsidiaries
default under any other  indebtedness  in excess of $20 million due to a failure
to pay such  other  indebtedness  at its due date  (including  any due date that
arises  prior to the stated  maturity as a result of a default  under such other
indebtedness).  Under the cross-default  provisions of the Credit Facility,  any
outstanding  borrowings  under the Credit  Facility may be accelerated  prior to
their  stated  maturity  if  the  Borrowers  or  KII  default  under  any  other
indebtedness  in  excess of euro 5 million  due to a failure  to pay such  other
indebtedness  at its due date  (including  any due date that arises prior to the
stated  maturity as a result of a default  under such other  indebtedness).  The
Credit  Facility  contains  provisions  that allow the lender to accelerate  the
maturity of the Credit Facility in the event of a change of control, as defined,
of  the  applicable  borrower.  In  the  event  any of  these  cross-default  or
change-of-control   provisions  become  applicable,  and  such  indebtedness  is
accelerated,  KII would be  required to repay such  indebtedness  prior to their
stated maturity.

     In April  2006,  KII  called  all of its 8.875%  Senior  Secured  Notes for
redemption on May 11, 2006 at 104.437% of their  aggregate  principal  amount of
euro 375  million (an  aggregate  of $470.2  million at March 31, 2006  exchange
rates).  Funds  for  such  redemption  were  provided  by KII's  issuance  of an
aggregate of euro 400 million  principal amount of new 6.5% Senior Secured Notes
due April 2013,  issued on April 11, 2006 at 99.306% of their principal  amount.
The new Senior Secured Notes were issued  pursuant to an indenture that contains
covenants, restrictions and collateral substantially identical to the covenants,
restrictions and collateral of the 8.875% Senior Secured Notes.

                                      FA-14

Note 7 - Other noncurrent liabilities:


                                                                 December 31,                  March 31,
                                                           -------------------------          -----------
                                                            2004               2005              2006
                                                            ----               ----              ----
                                                                                              (unaudited)
                                                                          (In thousands)

                                                                                      
Employee benefits                                        $  4,111           $  3,842           $  3,850
Insurance claims expense                                    1,362              1,124              1,421
Other                                                       6,720              8,081              8,109
                                                         --------           --------           --------

                                                         $ 12,193           $ 13,047           $ 13,380
                                                         ========           ========           ========


Note 8 - Employee benefit plans:

     The Company  maintains a defined  benefit  pension  plan and certain  other
benefits  covering  substantially  all  employees.  Variances  from  actuarially
assumed  rates will result in  increases or  decreases  in  accumulated  pension
obligations,  pension expense and funding  requirements  in future  periods.  At
December  31,  2005,  the  Company  expects  to  contribute  the  equivalent  of
approximately $11 million to its defined benefit pension plans during 2006.

     Certain actuarial assumptions used in measuring the defined benefit pension
assets,  liabilities  and  expenses  are  presented  below.  The Company  uses a
September 30th measurement date for their defined benefit pension plans.

     The  weighted-average  rate  assumptions  used in determining the actuarial
present  value of  benefit  obligations  as of  December  31,  2004 and 2005 are
presented in the table below. Such weighted-average  rates were determined using
the projected benefit obligations at each date.


                                                                December 31,
                                                          ------------------------
                   Rate                                   2004                2005
                   ----                                   ----                ----

                                                                         
Discount rate                                             5.0%                 4.0%
Increase in future compensation levels                    2.8%                 2.8%


     The weighted-average  rate assumptions used in determining the net periodic
pension  cost for 2003,  2004 and 2005 are  presented  in the table  below.  The
weighted-average  discount  rate and the  weighted-average  increase  in  future
compensation  levels were determined using the projected benefit  obligations at
the beginning of each year, and the  weighted-average  long-term  return on plan
assets was  determined  using the fair value of plan assets at the  beginning of
each year.


                                                                         December 31,
                                                         ----------------------------------------
                   Rate                                  2003               2004             2005
                   ----                                  ----               ----             ----

                                                                                    
   Discount rate                                         5.3%               5.3%             5.0%
   Increase in future compensation levels                2.8%               2.8%             2.8%
   Long-term return on plan assets                       6.5%               6.5%             6.0%


     Plan assets are comprised  primarily of investments in corporate equity and
debt  securities,   short-term  investments,  mutual  funds  and  group  annuity
contracts.

     The  components of the net periodic  defined  benefit  pension cost are set
forth below.

                                      FA-15



                                                                                                         Three months ended
                                                              Years ended December 31,                         March 31,
                                                     ----------------------------------------         ------------------------
                                                       2003            2004            2005            2005              2006
                                                       ----            ----            ----            ----              ----
                                                                                                             (unaudited)
                                                                                   (In thousands)
Net periodic pension cost:
                                                                                                       
  Service cost benefits                              $ 2,621         $ 3,289          $3,742         $   998          $   754
  Interest cost on projected benefit
   obligation ("PBO")                                  9,354          10,558          10,540           2,787            2,800
  Expected return on plan assets                      (8,831)         (9,448)         (8,841)         (2,338)          (1,916)
  Amortization of prior service cost                    -                196             200              53               48
  Amortization of net transition obligation              251              69            -               -                -
  Recognized actuarial losses                             20             782           1,644             435            1,479
                                                     -------         -------         -------         -------          -------

                                                     $ 3,415         $ 5,446         $ 7,285         $ 1,935          $ 3,165
                                                     =======         =======         =======         =======          =======


     The funded  status of the  Company's  defined  benefit  pension plan is set
forth below.

                                      FA-16


                                                                   December 31,
                                                             ----------------------
                                                             2004              2005
                                                             ----              ----
                                                                 (In thousands)
Change in projected benefit obligations ("PBO"):
                                                                    
  Benefit obligations at beginning of year               $  205,440       $  232,308
  Service cost                                                3,289            3,742
  Interest cost                                              10,558           10,540
  Participant contributions                                   1,206            1,316
  Actuarial losses                                            4,968           81,199
  Benefits paid                                             (12,442)         (35,385)
  Change in currency exchange rates                          19,289          (13,780)
                                                         ----------       ----------

    Benefit obligations at end of year                   $  232,308       $  279,940
                                                         ----------       ----------

Change in fair value of plan assets:
  Fair value of plan assets at beginning of year         $  116,275       $  136,919
  Actual return on plan assets                               10,026            4,596
  Employer contributions                                     10,432           11,182
  Participant contributions                                   1,206            1,316
  Change in currency exchange rates                          11,422          (18,204)
  Benefits paid                                             (12,442)         (13,780)
                                                         ----------       ----------

      Fair value of plan assets at end of year           $  136,919       $  122,029
                                                         ----------       ----------

Funded status at year end:
  Plan assets less than PBO                              $  (95,389)      $ (157,911)
  Unrecognized actuarial loss                                79,381          147,873
  Unrecognized prior service cost                             3,672            3,000
                                                         ----------       ----------

                                                         $  (12,336)      $   (7,038)
                                                         ==========       ==========

Amounts recognized in the balance sheet:
  Unrecognized net pension obligations                   $    3,672       $    3,000
  Accrued pension cost:
    Current                                                  (8,587)        (120,872)
    Noncurrent                                              (45,015)          (9,858)
  Accumulated other comprehensive loss                       37,594          120,692
                                                         ----------       ----------

                                                         $  (12,336)      $   (7,038)
                                                         ==========       ==========


     SFAS  No.  87,  "Employers'  Accounting  for  Pensions"  requires  that  an
additional pension liability be recognized when the unfunded accumulated pension
benefit  obligation   exceeds  the  unfunded  accrued  pension  liability.   The
accumulated benefit obligation of the Company's defined benefit pension plan was
$255.4  million at December  31, 2005 (2004 - $193.6  million).  Variances  from
actuarially assumed rates will change the actuarial valuation of accrued pension
liabilities, pension expense and funding requirements in future periods.

     In  determining  the  expected  long-term  rate of  return  on  plan  asset
assumptions,  the Company  considers  the long-term  asset mix (e.g.  equity vs.
fixed  income) for the assets for each of its plans and the  expected  long-term
rates of return for such asset  components.  In addition,  the Company  receives
advice  about   appropriate   long-term  rates  of  return  from  the  Company's
third-party  actuaries.   The  composition  of  the  Company's  plan  assets  is
established to satisfy the  requirements of the German  insurance  commissioner.
The plan asset allocation at December 31, 2005 was 23% to equity  managers,  48%
to  fixed  income  managers  and 29% to real  estate  (2004 - 23%,  48% and 29%,
respectively).  The Company  regularly  reviews its actual asset  allocation for
each of its plans, and will periodically  rebalance the investments in each plan
to more accurately reflect the targeted allocation when considered appropriate.

                                      FA-17

     The Company  expects  total  defined  benefit  pension  plan  expense to be
approximately $12 million in 2006. The Company expects future benefits paid from
all defined benefit pension plans to be as follows:

                                                             Amount
Years ending December 31,                                (In thousands)
                                                         --------------

    2006                                                    $13,274
    2007                                                     13,392
    2008                                                     13,510
    2009                                                     13,628
    2010                                                     13,746
    2011 to 2015                                             69,319

Note 9 - Income taxes:

     The components of (i) the difference between the provision for income taxes
attributable  to pretax income and the amounts that would be expected  using the
German statutory corporation tax rate of 25% in 2003 and 26.4% in 2004 and 2005,
(ii) the  provision for income taxes and (iii) the  comprehensive  tax provision
are presented below.


                                                                                                         Three months ended
                                                              Years ended December 31,                         March 31,
                                                     ----------------------------------------         ------------------------
                                                       2003            2004            2005            2005              2006
                                                       ----            ----            ----            ----              ----
                                                                                                             (unaudited)
                                                                                   (In thousands)

                                                                                                      
Pretax income                                       $  64,871       $  58,485       $  86,918       $  23,596        $  13,517
                                                    =========       =========       =========       =========        =========

Expected tax expense                                $  16,218       $  15,440       $  22,946       $   6,229        $   3,568
Trade income tax                                       11,365           7,773          11,212           3,044            1,742
German tax refund                                    (123,033)         (2,508)           -               -                -
Change in deferred income tax valuation
   allowance, net                                        -             (3,146)           -               -                -
Tax contingency reserve adjustment                       -               -              1,387            -                  20
Organschaft adjustment                                (94,079)           -               -               -                -
No corporation tax provision due to partnership
    structure                                         (16,218)           -               -               -                -
Other, net                                                 77             (52)           (860)             10               23
                                                    ---------       ---------       ---------       ---------        ---------

    Income tax expense (benefit)                    $(205,670)      $  17,507       $  34,685       $   9,283        $   5,353
                                                    =========       =========       =========       =========        =========

Provision for income taxes:
  Current income tax expense (benefit)              $(165,900)      $  11,329       $  25,258       $   8,652        $   3,898
  Deferred income tax expense (benefit)               (39,770)          6,178           9,427             631            1,455
                                                    ---------       ---------       ---------       ---------        ---------

                                                    $(205,670)      $  17,507       $  34,685      $    9,283        $   5,353
                                                    =========       =========       =========       =========        =========

Comprehensive provision (benefit) for income
 taxes allocable to:
  Pretax income                                     $(205,670)      $  17,507       $  34,685       $   9,283        $   5,353
  Other comprehensive loss - pension
   liabilities                                         (5,331)         (8,081)        (32,649)           -                -
                                                    ---------       ---------       ---------       ---------        ---------

                                                    $(211,001)      $   9,426       $   2,036       $   9,283        $   5,353
                                                    =========       =========       =========       =========        =========



                                       FA-18

     The components of the net deferred tax liability are summarized below.


                                                                                December 31,
                                                             ---------------------------------------------------
                                                                     2004                         2005
                                                             -----------------------     -----------------------
                                                             Assets      Liabilities     Assets      Liabilities
                                                             ------      -----------     ------      -----------
                                                                               (In thousands)
Tax effect of temporary differences
 relating to:
                                                                                           
  Inventories                                               $  -         $ (1,816)      $  -           $ (2,375)
  Property and equipment                                     38,327          -           26,362            -
  Accrued (prepaid) pension cost                             14,770       (27,598)       47,420         (24,398)
  Other taxable differences                                    -           (7,518)         -             (3,473)
Tax loss and tax credit carryforwards                          -             -             -               -
                                                            -------      --------       -------        --------

  Gross deferred tax assets (liabilities)                    53,097       (36,932)       73,782         (30,246)

Reclassification, principally netting
  by tax jurisdiction                                       (35,020)       35,020       (26,738)         26,738
                                                            -------      --------       -------        --------

  Net total deferred tax liabilities                         18,077        (1,912)       47,044          (3,508)
  Net current deferred tax liabilities                         -           (1,912)         -             (3,508)
                                                            -------      --------       -------        --------

  Net noncurrent deferred tax liabilities                   $18,077      $   -          $47,044        $   -
                                                            =======      ========       =======        ========


     The Company's has no deferred income tax valuation allowance as of December
31, 2004 and 2005.

     During  2003,  the  Company's  legal  form  was  as  a  partnership.  As  a
partnership,  the Company  was not  subject to  corporation  tax,  although  the
Company was subject to trade  income  tax.  Effective  December  31,  2003,  the
Company was converted to a limited liability company and was also subject to the
German corporation tax in years following 2003. As a result of the conversion of
the Company from a partnership,  the Company  recognized net deferred income tax
assets  of  approximately  $52  million  related  to  the  expected  future  tax
consequences  of  temporary  differences  between the  corporate  income tax and
financial reporting carrying amounts of its assets and liabilities.

     In the first  quarter  of 2003,  the  Company  was  notified  by the German
Federal  Fiscal Court (the  "Court")  that the Court had ruled in the  Company's
favor  concerning a claim for refund suit in which the Company sought refunds of
prior taxes paid during the periods 1990 through 1997.  The Company was required
to file amended tax returns with the German tax  authorities in order to receive
its refunds for such years,  and all of such  amended  returns were filed during
2003.  Such amended returns  reflected an aggregate  refund of taxes and related
interest to the Company of euro 103.2 million  ($123.0  million) and the Company
recognized  the benefit for these net funds in its 2003  results of  operations.
For the year ended  December 31, 2004,  the Company  recognized a refund of euro
4.0 million ($5.3 million)  related to additional net interest which has accrued
on the outstanding  refund amount.  In 2004, TG had received net refunds of euro
107.2 million  ($135.4  million when  received).  All refunds  relating from the
periods  1990 to 1997 were  received by December  31,  2004.  In addition to the
refunds for the 1990 to 1997 periods, the court ruling also resulted in a refund
of 1999 income taxes and  interest,  and the Company  received euro 21.5 million
($24.6 million) in 2003.

     Pursuant  to  the  Company's  conversion  to a  limited  liability  company
effective  December  31,  2003,  the Company is  included  in KII's  Organschaft
effective January 1, 2004.

     No  assurance  can be given that these tax matters  will be resolved in the
Company's  favor in view of the inherent  uncertainties  involved in  settlement
initiatives  and court and tax  proceedings.  The Company  believes  that it has
provided  adequate  accruals for additional  taxes and related  interest expense
which may  ultimately  result from all such  examinations  and believes that the
ultimate  disposition of such  examinations  should not have a material  adverse
effect  on  its  consolidated  financial  position,  results  of  operations  or
liquidity.

                                      FA-19

Note 10 - Related party transactions:

     The Company may be deemed to be controlled  by Harold C. Simmons.  See Note
1.  Corporations  that may be deemed to be controlled by or affiliated  with Mr.
Simmons sometimes engage in (a) intercorporate  transactions such as guarantees,
management  and  expense  sharing  arrangements,  shared fee  arrangements,  tax
sharing agreements,  joint ventures,  partnerships,  loans, options, advances of
funds on open  account,  and sales,  leases and  exchanges of assets,  including
securities  issued  by  both  related  and  unrelated  parties  and  (b)  common
investment and acquisition strategies,  business combinations,  reorganizations,
recapitalizations,  securities  repurchases,  and purchases and sales (and other
acquisitions  and  dispositions)  of  subsidiaries,  divisions or other business
units,  which  transactions have involved both related and unrelated parties and
have included  transactions  which  resulted in the  acquisition  by one related
party of a publicly  held minority  equity  interest in another  related  party.
While no  transactions  of the type described above are planned or proposed with
respect to the Company  other than as set forth in these  financial  statements,
the Company from time to time considers, reviews and evaluates such transactions
and  understands  that Contran,  Valhi,  NL,  Kronos,  KII and related  entities
consider,  review and evaluate, such transactions.  Depending upon the business,
tax  and  other  objectives  then  relevant,  and  restrictions  under  the  KII
indenture,  the Credit  Facility and other  agreements,  it is possible that the
Company might be a party to one or more such transactions in the future.

     The  Company  is a party to  services  and cost  sharing  agreements  among
several affiliates of the Company whereby Kronos,  KII, KEU and other affiliates
provide certain management,  financial, insurance and administrative services to
the Company on a fee basis. The Company's expense was approximately $7.1 million
in 2003, $7.8 million in 2004 and $7.9 million in 2005 related to these services
and costs.

     The Company  charges  affiliates  for  certain  management,  financial  and
administrative  services costs, which totaled  approximately $4.3 million,  $4.4
million and $4.8 million in 2003, 2004 and 2005, respectively.  These charges to
affiliates  were  reflected  primarily  as a reduction  of selling,  general and
administrative expense.

     Tall Pines Insurance Company and EWI RE, Inc. ("EWI") provide for or broker
certain  insurance  policies  for Contran and  certain of its  subsidiaries  and
affiliates, including KII, Kronos and the Company. Tall Pines is wholly owned by
a subsidiary of Valhi,  and EWI is a wholly-owned  subsidiary of NL.  Consistent
with insurance industry  practices,  Tall Pines and EWI receive commissions from
insurance and reinsurance  underwriters and/or assess fees for the policies that
they provide or broker.  The aggregated  premiums paid to Tall Pines  (including
amounts paid to Valmont Insurance Company,  another subsidiary of Valhi that was
merged into Tall Pines in 2004) and EWI by the Company were $4.1  million,  $4.0
million and $3.5 million in 2003,  2004 and 2005,  respectively.  These  amounts
principally included payments for insurance,  but also included commissions paid
to Tall Pines and EWI. Tall Pines purchases reinsurance for substantially all of
the risks it underwrites. The Company expects that these relationships with Tall
Pines and EWI will continue in 2006.

     Contran and  certain of its  subsidiaries  and  affiliates,  including  the
Company, purchase certain of their insurance policies as a group, with the costs
of  the  jointly-owned   policies  being  apportioned  among  the  participating
companies.  With  respect to  certain  of such  policies,  it is  possible  that
unusually  large losses  incurred by one or more insureds  during a given policy

                                      FA-20

period could leave the other  participating  companies without adequate coverage
under that policy for the balance of the policy period. As a result, Contran and
certain of its subsidiaries and its affiliates,  including Kronos,  have entered
into a loss sharing  agreement under which any uninsured loss is shared by those
entities  who have  submitted  claims  under the  relevant  policy.  The Company
believes  the  benefits in the form of reduced  premiums  and  broader  coverage
associated  with  the  group  coverage  for  such  policies  justifies  the risk
associated with the potential for uninsured loss.

     The Company purchases from and sells to its affiliates a significant amount
of titanium dioxide pigments  ("TiO2").  Intercompany  sales to (purchases from)
affiliates of TiO2 are summarized in the following table.


                                                                    Years ended December 31,
                                                           ------------------------------------------
                                                              2003             2004            2005
                                                              ----             ----            ----
                                                                         (In thousands)

   Sales to:
                                                                                
     Kronos (US), Inc. ("KUS")                             $ 37,550         $ 21,448        $ 25,977
     Societe Industrielle du Titane, S.A. ("SIT")            32,969           39,091          40,116
     KEU                                                     22,417           23,872          26,943
     Kronos Limited ("KUK")                                  22,151           18,677          21,162
     Kronos Canada, Inc. ("KC")                               5,026            5,414           8,623
     Other affiliates                                        16,368           24,936          31,178
                                                           --------         --------        --------

                                                           $136,481         $133,438        $153,999
                                                           ========         ========        ========

   Purchases from:
     KEU                                                   $ 33,061         $ 42,836        $ 43,914
     TAS                                                      5,722           10,796          11,296
     KC                                                        -                 271              41
                                                           --------         --------        --------

                                                           $ 38,783         $ 53,903        $ 55,251
                                                           ========         ========        ========


     KUS purchases the rutile and slag  feedstock  used as a raw material in the
Company's  chloride process TiO2 facility.  The Company purchases such feedstock
from KUS for use in its  facility  for an amount equal to the amount paid by KUS
to the  third-party  supplier plus a 2.5%  administrative  fee.  Such  feedstock
purchases were $56.2 million in 2003, $66.7 million in 2004 and $72.3 million in
2005.

     The Company sells water treatment  chemicals  (derived from  co-products of
the TiO2 production  processes) to KII. Such water treatment chemical sales were
$12.8 million in 2003, $16.1 million in 2004 and $18.8 million in 2005.

     The  Company  purchases   ilmenite  (sulfate   feedstock)  from  TIA  on  a
year-to-year  basis. Such feedstock  purchases were $15.5 million in 2003, $17.4
million in 2004 and $21.4 million in 2005.

     At  January  1,  2002,  the  Company  is  party to an  accounts  receivable
factoring  agreement with certain European affiliates of the Company pursuant to
which  these  affiliates  factored  their  export  accounts  receivable  without
recourse to the  Company for a fee of 0.85%.  Upon  non-recourse  transfer  from
these  affiliates,  the Company  assumes  all risk  pertaining  to the  factored
receivables,  including,  but not  limited to,  exchange  control  risks,  risks
pertaining to the  bankruptcy of a customer and risks related to late  payments.
Export  receivables  purchased  by  the  Company  during  2003,  2004  and  2005
aggregated $101 million, $120 million and $124 million, respectively.

     Net  amounts   currently   receivable  from  (payable  to)  affiliates  are
summarized in the following table.

                                       FA-21



                                                                 December 31,                  March 31,
                                                           -------------------------          -----------
                                                            2004               2005              2006
                                                            ----               ----              ----
                                                                                              (unaudited)
                                                                          (In thousands)

Receivable from:
                                                                                      
  KUK                                                    $    862           $   -              $   -
  SIT                                                       1,632               -                   678
  KEU                                                           -              9,068              2,367
  Kronos B.V.                                               2,055               -                  -
  KII                                                      25,032             32,833             22,670
  KC                                                        1,496                227                515
  Other affiliates                                          1,278                893              6,844
                                                         --------           --------           --------

                                                         $ 32,355           $ 43,021           $ 33,074
                                                         ========           ========           ========

Current payable to:
  KII - income taxes                                     $ 14,386           $ 30,173           $ 32,444
  KUS                                                       5,390              9,553               -
  TIA                                                       8,817             25,090             31,057
  Kronos B.V.                                                   -              8,596              5,991
  KEU                                                       4,456               -                  -
  TAS                                                       2,139                521               -
  Other affiliates                                             72              1,514              3,051
                                                         --------           --------           --------

                                                         $ 35,260           $ 75,447           $ 72,543
                                                         ========           ========           ========

Noncurrent receivable from TAS                           $  5,449           $   -              $   -
                                                         ========           ========           ========

Noncurrent payables to KDK                               $ 12,941           $ 11,239           $ 11,407
                                                         ========           ========           ========


     Such amounts  receivable from affiliates were generally  related to product
sales (including water treatment  chemical sales to KII) and services  rendered.
Amounts  payable to  affiliates,  net were  related  primarily  to raw  material
purchases, accounts receivable factoring and services received.

     The  Company  borrowed  euro 9.5  million  from KDK in October  2004 ($11.2
million at December 31, 2005). This note bears an interest rate of 2.675% and is
due on March 31, 2006, with an option to renew.

     The Company loaned TAS euro 4 million ($5.4 million) during 2004. This note
receivable bore interest at 3.1% and was repaid in 2005.

     Included in other affiliate  income and other  affiliate  expense was other
affiliate interest income/expense, factoring fees and service fees.

Note 11 - NL common stock options held by employees of the Company:

     At December  31,  2005,  employees  of the Company held options to purchase
approximately  9,000 shares of NL common stock, which are exercisable at various
dates through 2010 (approximately  4,000) at an exercise of $5.63 per share, and
exercisable at various dates through 2011  (approximately  5,000) at an exercise
price of $11.49 per share.  No options were granted during 2003,  2004,  2005 or
first quarter 2006. See Notes 2 and 14.

Note 12 - Commitments and contingencies:

     Operating leases. The Company leases, pursuant to operating leases, various
manufacturing  facilities  and equipment.  Most of the leases  contain  purchase
and/or  various  term  renewal  options at fair market and fair  rental  values,
respectively.  In most cases  management  expects  that, in the normal course of
business, leases will be renewed or replaced by other leases.

                                       FA-22

     The Company leases the land under its Leverkusen TiO2  production  facility
pursuant to a lease with Bayer AG that expires in 2050. The Leverkusen  facility
itself,  which  is owned  by the  Company  and  which  represents  approximately
two-thirds of the Company's current TiO2 production capacity,  is located within
the lessor's extensive manufacturing complex. Rent for the land lease associated
with the Leverkusen facility is periodically established by agreement with Bayer
for periods of at least two years at a time. The lease agreement provides for no
formula, index or other mechanism to determine changes in the rent for such land
lease;  rather, any change in the rent is subject solely to periodic negotiation
between Bayer and the Company. Any change in the rent based on such negotiations
is  recognized  as part of lease  expense  starting from the time such change is
agreed  upon  by  both  parties,  as any  such  change  in the  rent  is  deemed
"contingent  rentals"  under  GAAP.  Under  a  separate  supplies  and  services
agreement  expiring in 2011, the lessor  provides some raw materials,  including
chlorine, auxiliary and operating materials, utilities and services necessary to
operate the Leverkusen facility.

     Net rent  expense  aggregated  $5 million in 2003 and $4 million in each of
2004 and 2005. At December 31, 2005,  minimum rental commitments under the terms
of noncancellable operating leases were as follows:


                                                             Amount
Years ending December 31,                                (In thousands)
-------------------------                                --------------
                                                      
    2006                                                    $ 2,248
    2007                                                      1,522
    2008                                                      1,370
    2009                                                      1,294
    2010                                                      1,034
    2011 and thereafter                                      20,931

                                                            $28,399


     Approximately  $20.1 million of the $28.4 million  aggregate future minimum
rental  commitments  at December  31, 2005 relates to the  Company's  Leverkusen
facility lease discussed  above. The minimum  commitment  amounts for such lease
included in the table above for each year  through  the 2050  expiration  of the
lease are based upon the current  annual rental rate as of December 31, 2005. As
discussed above, any change in the rent is based solely on negotiations  between
Bayer and the  Company,  and any such  change in the rent is deemed  "contingent
rentals"  under GAAP which is excluded from the future  minimum  lease  payments
disclosed above.

     Purchase  commitments.  KUS has long-term supply contracts that provide for
certain affiliates'  chloride feedstock  requirements  through 2010. The Company
purchases  chloride  feedstock  underlying these long-term supply contracts from
KUS.  The  agreements  require KUS to purchase  certain  minimum  quantities  of
feedstock  with minimum  purchase  commitments  aggregating  approximately  $618
million at December 31, 2005.

     Environmental,  product  liability and  litigation  matters.  The Company's
operations are governed by various  environmental laws and regulations.  Certain
of the  Company's  operations  are  and  have  been  engaged  in  the  handling,
manufacture  or use of substances or compounds  that may be considered  toxic or
hazardous  within the meaning of  applicable  environmental  laws. As with other
companies engaged in similar businesses, certain past and current operations and
products of the  Company  have the  potential  to cause  environmental  or other
damage.  The Company has implemented and continues to implement various policies
and programs in an effort to minimize  these risks.  The Company's  policy is to
maintain compliance with applicable environmental laws and regulations at all of
its facilities  and to strive to improve its  environmental  performance.  It is
possible   that  future   developments,   such  as  stricter   requirements   of
environmental laws and enforcement policies  thereunder,  could adversely affect
the  Company's  production,  handling,  use,  storage,  transportation,  sale or
disposal  of such  substances.  The  Company  believes  all of its plants are in
substantial compliance with applicable environmental laws.

                                       FA-23

     Concentrations of credit risk. Sales of TiO2 accounted for more than 97% of
net sales during each of 2003,  2004 and 2005.  The remaining  sales result from
the manufacture and sale of iron-based water treatment  chemicals  (derived from
co-products  of the TiO2  production  processes).  TiO2 is generally sold to the
paint,  plastics  and  paper,  as well as  fibers,  rubber,  ceramics,  inks and
cosmetics  markets.  Such  markets are  generally  considered  "quality-of-life"
markets whose demand for TiO2 is influenced by the relative economic  well-being
of the various geographic  regions.  TiO2 is sold to over 1,000 customers,  with
the top ten external  customers  approximating  20% of net sales in 2003, 22% of
net  sales  in 2004  and 21% of net  sales  in  2005.  Approximately  74% of the
Company's  TiO2  sales by volume  were to Europe in 2003 and 78% in each of 2004
and 2005.  Approximately 11% in 2003 and 7% in each of 2004 and 2005 of sales by
volume were to North America.

Note 13 - Financial instruments:

     Summarized below is the estimated fair value and related net carrying value
of the Company's financial instruments.


                                                                    December 31,               December 31,
                                                                       2004                       2005
                                                             ----------------------      ----------------------
                                                              Carrying       Fair         Carrying       Fair
                                                               amount        value         amount        value
                                                             ---------     --------      ----------     -------
                                                                                (In millions)

                                                                                             
Cash and cash equivalents                                      $ 6.4        $ 6.4          $ 50.8        $ 50.8

Note payable to affiliate                                       12.9         12.9            11.2          11.2


     The Company periodically uses interest rate swaps, currency swaps and other
types of  contracts  to manage  interest  rate and  foreign  exchange  risk with
respect to  financial  assets or  liabilities.  The Company has not entered into
these  contracts for trading or  speculative  purposes in the past,  nor does it
currently  anticipate doing so in the future. The Company was not a party to any
such contracts during 2003, 2004 and 2005.

     Other than as described  above, the Company was not a party to any material
derivative financial  instruments during 2003, 2004 or 2005. There was no impact
on the Company's financial statements from adopting SFAS No. 133.

Note 14- Accounting principles newly adopted in 2003, 2004 and 2006:

     Costs associated with exit or disposal activities. The Company adopted SFAS
No. 146, "Accounting for Costs Associated with Exit or Disposal  Activities," on
January 1, 2003 for exit or disposal activities initiated on or after that date.
Under SFAS No. 146, costs associated with exit activities,  as defined, that are
covered by the scope of SFAS No. 146 will be recognized  and measured  initially
at fair value, generally in the period in which the liability is incurred. Costs
covered by the scope of SFAS No. 146 include  termination  benefits  provided to
employees,  costs to consolidate facilities or relocate employees,  and costs to
terminate contracts (other than a capital lease).  Under prior GAAP, a liability
for such an exit cost is recognized  at the date an exit plan is adopted,  which
may or may not be the date at which the liability has been incurred.  The effect
of adopting  SFAS No. 146 as of January 1, 2003 was not  material as the Company
was not involved in any exit or disposal  activities covered by the scope of the
new standard as of such date.

     Variable  interest  entities.  The Company complied with the  consolidation
requirements of FASB Interpretation ("FIN") No. 46R,  "Consolidation of Variable

                                       FA-24

Interest Entities,  an interpretation of ARB No. 51," as amended as of March 31,
2004.  The Company  does not have any  involvement  with any  variable  interest
entity (as that term is defined in FIN No. 46R)  covered by the scope of FIN No.
46R that would require the Company to consolidate such entity under FIN No. 46R,
which had not  already  been  consolidated  under  prior  applicable  GAAP,  and
therefore the impact to the Company of adopting the  consolidation  requirements
of FIN No. 46R was not material.

     Inventory  costs.  The Company adopted SFAS No. 151,  "Inventory  Costs, an
amendment of ARB No. 43,  Chapter 4," as of January 1, 2006 for inventory  costs
incurred on or after such date.  SFAS No. 151 requires  that the  allocation  of
fixed production  overhead costs to inventory shall be based on normal capacity.
Normal capacity is not defined as a fixed amount; rather, normal capacity refers
to a range of production levels expected to be achieved over a number of periods
under normal  circumstances,  taking into account the loss of capacity resulting
from planned  maintenance  shutdowns.  The amount of fixed overhead allocated to
each unit of  production  is not  increased  as a  consequence  of idle plant or
production levels below the low end of normal capacity, but instead a portion of
fixed  overhead  costs are  charged to expense as  incurred.  Alternatively,  in
periods of production above the high end of normal capacity, the amount of fixed
overhead  costs  allocated  to each  unit of  production  is  decreased  so that
inventories  are not measured above cost.  SFAS No. 151 also clarifies  existing
GAAP to require that abnormal freight and wasted materials  (spoilage) are to be
expensed as incurred.  The  Company's  production  cost  accounting  had already
complies with the  requirements of SFAS No. 151, and therefore  adoption of SFAS
No. 151 did not have a material effect on its consolidated financial statements.

     Stock  options.  As permitted by regulations of the Securities and Exchange
Commission  ("SEC") the Company  adopted SFAS No.  123R,  as of January 1, 2006.
SFAS No. 123R,  among other things,  eliminates the alternative in existing GAAP
to use the  intrinsic  value  method  of  accounting  for  stock-based  employee
compensation  under APBO No.  25.  The  Company  is now  generally  required  to
recognize  the cost of employee  services  received in exchange  for an award of
equity  instruments  based on the grant-date  fair value of the award,  with the
cost  recognized over the period during which an employee is required to provide
services in exchange for the award (generally, the vesting period of the award).
No compensation cost will be recognized in the aggregate for equity  instruments
for which the employee does not render the requisite service (generally,  if the
instrument is forfeited before it has vested). The grant-date fair value will be
estimated using option-pricing  models (e.g.  Black-Scholes or a lattice model).
Under the  transition  alternatives  permitted  under SFAS No. 123R, the Company
will apply the new  standard  to all new awards  granted on or after  January 1,
2006, and to all awards existing as of December 31, 2005 which are  subsequently
modified,  repurchased  or cancelled  (referred  to as the modified  prospective
method in SFAS No.  123R).  Additionally,  as of January 1,  2006,  the  Company
recognizes compensation cost for the portion of any non-vested award existing as
of December 31, 2005 over the remaining  vesting  period.  Because the number of
non-vested  awards as of December 31, 2005 with respect to options granted by NL
to employees of the Company was not  material,  the effect of adopting  SFAS No.
123R in so far as it relates to existing stock options,  did not have a material
effect on the Company's consolidated financial statements. Should the Company or
its subsidiaries and affiliates,  however,  either grant a significant number of
options to employees  of the Company or modify,  repurchase  or cancel  existing
options  in the  future,  the  effect on the  Company's  consolidated  financial
statements could be material.

     Under the requirements of SFAS 123R, the cash income tax benefit  resulting
from the  exercise  of stock  options  in excess of the  cumulative  income  tax
benefit  related  to such  options  previously  recognized  for  GAAP  financial
reporting purposes in the Company's  consolidated  statements of income, if any,
is  reflected  as a cash  inflow  from  financing  activities  in the  Company's
consolidated  statements  of cash  flows,  and the  Company's  cash  flows  from

                                       FA-25

operating activities reflects the effect of cash paid for income taxes exclusive
of such cash  income  tax  benefit.  The  aggregate  amount of such  income  tax
benefits  recognized as a component of cash flows from financing  activities was
nil in the first quarter of 2006.

     SFAS No. 123R also  requires  certain  expanded  disclosures  regarding the
Company's  stock options,  and such expanded  disclosures  have been provided in
Note 11.

     Certain  employees  of the  Company  have  been  granted  options  by NL to
purchase NL common stock.  Prior to January 1, 2006,  the Company  accounted for
stock-based  employee  compensation  in  accordance  with APBO No.  25,  and its
various  interpretations.  Under APBO No. 25, no compensation  cost is generally
recognized  for fixed stock options in which the exercise  price is greater than
or equal to the market price on the grant date. Prior to 2005, and following the
cash  settlement  of  certain  stock  options  held by  employees  of NL and the
Company,  the  Company  commenced  accounting  for its stock  options  using the
variable accounting method of APBO No. 25 because the Company could not overcome
the  presumption  that it would not similarly  cash settle the  remaining  stock
options.  Under the  variable  accounting  method,  the  intrinsic  value of all
unexercised  stock options  (including  stock options with an exercise  price at
least equal to the market  price on the date of grant) is accrued as an expense,
with subsequent increases (decreases) in the Company's market price resulting in
the recognition of additional compensation expense (income).  Following adoption
of SFAS No. 123R effective January 1, 2006, the Company will continue to account
for NL's remaining stock options in a manner similar to the variable  accounting
method of APBO No. 25, as required by the guidance of SFAS No. 123R.

     Aggregate  compensation  expense  related  to  NL  stock  options  held  by
employees  of the  Company  was  $12,000  in  2003  and  $167,000  in  2004  and
compensation  income was  $74,000 in 2005.  Aggregate  compensation  expense was
approximately  $6,000 in the first  quarter of 2005 and  aggregate  compensation
income was approximately  $26,000 in the first quarter of 2006. The total income
tax benefit  related to such  compensation  cost  recognized  by the Company was
approximately  $4,000  in 2003 and  $66,000  in 2004 and the  total  income  tax
provision   related  to  the  compensation   income  was  $29,000  in  2005.  No
compensation  cost was capitalized as part of assets (inventory or fixed assets)
during 2003,  2004, 2005 and 2006. If the Company and its  subsidiaries had each
elected  to  account  for their  respective  stock-based  employee  compensation
related to stock options in  accordance  with the fair  value-based  recognition
provisions  of SFAS No. 123,  for all awards  granted  subsequent  to January 1,
1995, the effect on the Company's  results of operations in 2003, 2004, 2005 and
2006 would not have been material.


                                       FA-26

                       KRONOS DENMARK APS AND SUBSIDIARIES

                   Index of Consolidated Financial Statements


Financial Statements
Pages

Report of Independent Registered Public Accounting Firm                    FB-2

Consolidated Balance Sheets - December 31, 2004 and 2005;
  March 31, 2006 (unaudited)                                               FB-3

Consolidated Statements of Income - Years ended
  December 31, 2003, 2004 and 2005;
   Three months ended March 31, 2005 and 2006 (unaudited)                  FB-5

Consolidated Statements of Comprehensive Income -
  Years ended December 31, 2003, 2004 and 2005;
   Three months ended March 31, 2005 and 2006 (unaudited)                  FB-6

Consolidated Statements of Stockholder's Equity - Years ended
  December 31, 2003, 2004 and 2005;
   Three months ended March 31, 2006 (unaudited)                           FB-7

Consolidated Statements of Cash Flows - Years ended
  December 31, 2003, 2004 and 2005;
   Three months ended March 31, 2005 and 2006 (unaudited)                  FB-8

Notes to Consolidated Financial Statements                                 FB-10





                                       FB-1





             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the Board of Directors and Stockholder of Kronos Denmark ApS:

     In our  opinion,  the  accompanying  consolidated  balance  sheets  and the
related consolidated statements of income,  comprehensive income,  stockholder's
equity and cash flows present fairly,  in all material  respects,  the financial
position of Kronos Denmark ApS and  Subsidiaries  at December 31, 2004 and 2005,
and the results of their  operations  and their cash flows for each of the three
years in the period  ended  December  31,  2005 in  conformity  with  accounting
principles  generally accepted in the United States of America.  These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.  We conducted our audits of these  statements in accordance with the
standards of the Public  Company  Accounting  Oversight  Board (United  States).
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.





PricewaterhouseCoopers LLP




Dallas, Texas
March 28, 2006


                                        FB-2


                       KRONOS DENMARK APS AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                        (In thousands, except share data)





                                                                 December 31,                March 31,
                                                         --------------------------        -----------
                ASSETS                                     2004             2005              2006
                                                           ----             ----              ----
                                                                                           (unaudited)
Current assets:
                                                                                    
    Cash and cash equivalents                            $  3,566          $  1,042          $  1,423
    Restricted cash                                         1,529             1,355               951
    Accounts and notes receivable, net                     18,422            17,319            20,819
    Receivable from affiliates                             16,029            27,493            32,960
    Refundable income taxes                                 1,542               205              -
    Inventories                                            65,282            69,506            67,727
    Prepaid expenses                                          908               900             1,070
    Deferred income taxes                                    -                 -                   50
                                                         --------          --------          --------

        Total current assets                              107,278           117,820           125,000
                                                         --------          --------          --------


Other assets:
    Note receivable from affiliate                         12,941            11,239            11,406
    Other                                                   7,013             6,153             6,258
                                                         --------          --------          --------

        Total other assets                                 19,954            17,392            17,664
                                                         --------          --------          --------

Property and equipment:
    Land                                                   19,236            16,829            17,099
    Buildings                                              41,196            36,995            37,703
    Machinery and equipment                               190,748           176,849           180,535
    Mining properties                                      72,384            68,163            68,545
    Construction in progress                                3,443             1,964             2,428
                                                         --------          --------          --------

                                                          327,007           300,800           306,310

    Less accumulated depreciation and amortization        200,873           188,090           194,335
                                                         --------          --------          --------

        Net property and equipment                        126,134           112,710           111,975
                                                         --------          --------          --------

                                                         $253,366          $247,922          $254,639
                                                         ========          ========          ========







                                       FB-3

                       KRONOS DENMARK APS AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                        (In thousands, except share data)



                                                                  December 31,                March 31,
                                                           -------------------------         -----------
    LIABILITIES AND STOCKHOLDER'S EQUITY                    2004              2005              2006
                                                            ----              ----              ----


Current liabilities:
                                                                                    
    Current maturities of long-term debt                 $ 13,792          $    958          $    959
    Accounts payable and accrued liabilities               38,776            38,406            36,551
    Payable to affiliates                                  10,142             9,058             3,309
    Income taxes                                            6,427             6,564             9,190
    Deferred income taxes                                   2,363             2,194              -
                                                         --------          --------          --------

        Total current liabilities                          71,500            57,180            50,009
                                                         --------          --------          --------

Noncurrent liabilities:
    Long-term debt                                            178             3,567             3,636
    Note payable to affiliate                               5,449              -                 -
    Deferred income taxes                                  22,358            19,266            22,046
    Accrued pension costs                                   2,493             4,129             3,271
    Other                                                   3,484             1,362             2,580
                                                         --------          --------          --------

        Total noncurrent liabilities                       33,962            28,324            31,533
                                                         --------          --------          --------

Stockholder's equity:
      Common stock - 100 Danish kroner par value;
        10,000 shares authorized; 10,000
        shares issued and outstanding                         136               136               136
      Additional paid-in capital                          216,996           216,996           216,996
      Accumulated deficit                                 (69,643)          (34,216)          (27,067)
      Accumulated other comprehensive loss:
        Currency translation adjustment                     9,686           (10,584)           (7,054)
        Minimum pension liability                          (9,271)           (9,914)           (9,914)
                                                         --------          --------          --------

             Total stockholder's equity                   147,904           162,418           173,097
                                                         --------          --------          --------

                                                         $253,366          $247,922          $254,639
                                                         ========          ========          ========

Commitments and contingencies (Notes 7, 10 and 13)


          See accompanying notes to consolidated financial statements.

                                       FB-4





                       KRONOS DENMARK APS AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

                                 (In thousands)


                                                                                                         Three months ended
                                                              Years ended December 31,                         March 31,
                                                     -----------------------------------------         ------------------------
                                                       2003            2004             2005            2005              2006
                                                       ----            ----             ----            ----              ----
                                                                                                             (unaudited)

                                                                                                       
Net sales                                            $ 292,611       $ 345,962        $ 364,865       $  91,440       $  84,970
Cost of sales                                          234,881         284,902          291,075          71,263          67,849
                                                     ---------       ---------        ---------       ---------       ---------

    Gross margin                                        57,730          61,060           73,790          20,177          17,121

Selling, general and administrative expense             19,596          23,874           24,868           6,383           5,854
Other operating income (expense):
  Currency transaction gains (losses), net                 355             980              173            (123)           (229)
  Disposition of property and equipment                     37            (596)            (220)              1               8
  Other, net                                               350             286              489              37               9
                                                     ---------       ---------        ---------       ---------       ---------

    Income from operations                              38,876          37,856           49,364          13,709          11,055

Other income (expense):
  Trade interest income                                    163              73               88              16              12
  Securities transaction gain                             -               -               5,439            -               -
  Other income from affiliates                             198             202              387              80              80
  Interest and other expense to affiliates              (2,608)         (2,943)          (2,572)           (646)           (581)
  Interest expense                                      (2,309)         (1,529)          (1,142)           (397)           (179)
                                                     ---------       ---------        ---------       ---------       ---------

    Income before income taxes                          34,320          33,659           51,564          12,762          10,387

Provision for income taxes                               7,428           9,843           16,137           4,084           3,238
                                                     ---------       ---------        ---------       ---------       ---------

   Net income                                        $  26,892       $  23,816        $  35,427       $   8,678       $   7,149
                                                     =========       =========        =========       =========       =========


          See accompanying notes to consolidated financial statements.


                                       FB-5



                       KRONOS DENMARK APS AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                                 (In thousands)


                                                                                                         Three months ended
                                                              Years ended December 31,                         March 31,
                                                     -----------------------------------------         ------------------------
                                                       2003            2004             2005            2005              2006
                                                       ----            ----             ----            ----              ----
                                                                                                             (unaudited)

                                                                                                       
Net income                                           $  26,892       $  23,816        $  35,427       $   8,678       $   7,149
                                                     ---------       ---------        ---------       ---------       ---------

Other comprehensive income (loss), net of tax:
      Currency translation adjustment                   10,998          13,890          (20,270)         (8,013)          3,530
      Minimum pension liability                        (10,459)          1,188             (643)           -               -
                                                     ---------       ---------        ---------       ---------       ---------

      Total other comprehensive income                     539          15,078          (20,913)         (8,013)          3,530
                                                     ---------       ---------        ---------       ---------       ---------

Comprehensive income                                 $  27,431       $  38,894        $  14,514       $     665       $  10,679
                                                     =========       =========        =========       =========       =========


          See accompanying notes to consolidated financial statements.

                                        FB-6

                       KRONOS DENMARK APS AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

                  Years ended December 31, 2003, 2004 and 2005;

                and three months ended March 31, 2006 (unaudited)

                                 (In thousands)



                                                                                          Accumulated other
                                                                                    comprehensive income (loss)
                                                                                    ---------------------------
                                                      Additional                      Currency        Minimum
                                          Common       paid-in       Accumulated     translation       pension
                                           stock        capital        deficit        adjustment      liability        Total
                                         --------    -----------    -------------   -------------    -----------     --------

                                                                                                  
Balance at December 31, 2002             $    136     $ 216,996       $(120,351)      $ (15,202)      $    -        $  81,579

Net income                                    -            -             26,892            -               -           26,892
Other comprehensive income (loss),
  net of tax                                  -            -               -             10,998         (10,459)          539
                                         --------     ---------       ---------       ---------       ---------     ---------

Balance at December 31, 2003                  136       216,996         (93,459)         (4,204)        (10,459)      109,010

Net income                                    -            -             23,816            -               -           23,816
Other comprehensive income, net of tax        -            -               -             13,890           1,188        15,078
                                         --------     ---------       ---------       ---------       ---------     ---------

Balance at December 31, 2004                  136       216,996         (69,643)          9,686          (9,271)      147,904

Net income                                    -            -             35,427            -               -           35,427
Other comprehensive income, net of tax        -            -               -            (20,270)           (643)      (20,913)
                                         --------     ---------       ---------       ---------       ---------     ---------

Balance at December 31, 2005                  136       216,996         (34,216)        (10,584)         (9,914)      162,418

Unaudited:
   Net income                                 -            -              7,149            -               -            7,149
  Other comprehensive income, net of
   tax                                        -            -               -              3,530                         3,530
                                         --------     ---------       ---------       ---------       ---------     ---------

Balance at March 31, 2006                $    136     $ 216,996       $ (27,067)      $  (7,054)      $  (9,914)    $ 173,097
                                         ========     =========       =========       =========       =========     =========


          See accompanying notes to consolidated financial statements.

                                       FB-7


                       KRONOS DENMARK APS AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (In thousands)


                                                                                                         Three months ended
                                                              Years ended December 31,                         March 31,
                                                     -----------------------------------------         ------------------------
                                                       2003            2004             2005            2005              2006
                                                       ----            ----             ----            ----              ----
                                                                                                             (unaudited)

Cash flows from operating activities:
                                                                                                         
  Net income                                         $  26,892        $  23,816        $  35,427        $   8,678       $   7,149
  Depreciation and amortization                         11,446           12,041           13,379            3,394           3,381
  Noncash interest expense                                 332              358              302               97              40
  Deferred income taxes                                 (5,405)          (2,983)            (265)            (235)             56
  Securities transaction gain                             -                -              (5,439)            -               -
  Net loss (gain) from disposition of property and                                           220                               (8)
      equipment                                            (37)             596                                (1)
  Pension, net                                           2,278            4,372            1,469              (52)           (591)
  Other, net                                              -                -                -                -                386
  Change in assets and liabilities:
    Accounts and notes receivable                          437             (967)          (1,727)          (2,844)         (3,127)
    Inventories                                         (2,250)           6,500          (12,685)          (2,188)          2,545
    Prepaid expenses                                       143               17             (104)             186            (148)
    Accounts payable and accrued liabilities             4,107            3,130            5,324             (193)         (1,284)
    Income taxes                                        (2,902)            (453)           2,379            2,654           2,636
    Accounts with affiliates                            10,403          (37,220)         (13,683)          (8,756)        (10,549)
    Other noncurrent assets                             (4,181)           2,257             (552)               5               3
    Other noncurrent liabilities                           547           (1,420)          (1,936)          (1,888)             (5)
                                                     ---------        ---------        ---------        ---------       ---------

      Net cash provided (used) by
       operating activities                             41,810           10,044           22,109           (1,143)            484
                                                     ---------        ---------        ---------        ---------       ---------

Cash flows from investing activities:
  Capital expenditures                                 (10,274)         (11,725)         (15,044)          (1,224)           (479)
  Loans to affiliates                                     -             (11,597)            -                 (23)           -
  Proceeds from disposal of interest in
       Norwegian smelting operation                       -                -               3,542             -               -
  Change in restricted cash equivalents
       and restricted marketable debt
       securities, net                                    (554)             (70)             129              529             411
  Proceeds from disposition of property
    and equipment                                          350              100               29               14               8
                                                     ---------        ---------        ---------        ---------       ---------

        Net cash used by investing activities          (10,478)         (23,292)         (11,344)            (704)            (60)
                                                     ---------        ---------        ---------        ---------       ---------





                                       FB-8

                       KRONOS DENMARK APS AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                                 (In thousands)



                                                                                                         Three months ended
                                                              Years ended December 31,                         March 31,
                                                     -----------------------------------------         ------------------------
                                                       2003            2004             2005            2005              2006
                                                       ----            ----             ----            ----              ----
                                                                                                             (unaudited)
Cash flows from financing activities:
  Indebtedness:
                                                                                                         
    Borrowings                                       $  16,106        $  62,140        $   4,620        $    -          $    -
    Principal payments                                 (46,006)         (50,089)         (13,159)             (41)            (39)
  Loans from affiliates - repayments                      -                -              (4,648)             (14)           -
                                                     ---------        ---------        ---------        ---------       ---------

Net cash provided (used) by financing activities       (29,900)          12,051          (13,187)             (55)            (39)
                                                     ---------        ---------        ---------        ---------       ---------

Cash and cash equivalents:
  Net change during the year from:
    Operating, investing and financing
     activities                                          1,432           (1,197)          (2,422)          (1,902)            385
    Currency translation                                   336               82             (102)             (20)             (4)
  Balance at beginning of  period                        2,913            4,681            3,566            3,566           1,042
                                                     ---------        ---------        ---------        ---------       ---------

  Balance at end of period                           $   4,681        $   3,566        $   1,042        $   1,644       $   1,423
                                                     =========        =========        =========        =========       =========

Supplemental disclosures:
  Cash paid for:
    Interest                                         $   4,638        $   4,198        $     446        $     157       $      66
    Income taxes                                        11,525           13,331           13,885            1,640             531

Inventories received as partial consideration for
    disposal of interest in Norwegian
     smelting operation                              $    -           $    -           $   1,897        $    -          $    -


          See accompanying notes to consolidated financial statements.

                                       FB-9


                       KRONOS DENMARK APS AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Organization and basis of presentation:

     Kronos Denmark ApS ("KDK") was  incorporated in Denmark in October 1999 and
is a wholly-owned  subsidiary of Kronos  International,  Inc. ("KII").  KII is a
wholly-owned  subsidiary of Kronos Worldwide,  Inc. (NYSE:KRO).  At December 31,
2005, (i) Valhi, Inc (NYSE: VHI) owned approximately 57% of Kronos' common stock
and NL Industries,  Inc.  (NYSE:  NL) held an additional 36% of the  outstanding
common stock of Kronos,  (ii) Valhi owned 83% of NL's  outstanding  common stock
and (iii) Contran  Corporation and its subsidiaries  held  approximately  92% of
Valhi's outstanding common stock. At March 31, 2006 (i) Valhi held approximately
59% of  Kronos'  outstanding  common  stock  and NL  Industries,  Inc.  held  an
additional 35% of Kronos' common stock,  (ii) Valhi owned  approximately  83% of
NL's outstanding common stock and (iii) Contran Corporation and its subsidiaries
held approximately 92% of Valhi's outstanding common stock. 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 of which Mr. Simmons
is sole trustee,  or is held by Mr. Simmons or persons or other entities related
to Mr. Simmons.  Consequently, Mr. Simmons may be deemed to control each of such
companies.

     The accompanying  consolidated  financial  statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America  ("GAAP") with the U.S.  dollar as the reporting  currency.  KDK and its
subsidiaries  also prepare  financial  statements on other bases, as required in
countries in which such entities are resident.

     KDK's current  operations are conducted  primarily  through its Belgian and
Norwegian  subsidiaries  with a  titanium  dioxide  pigments  ("TiO2")  plant in
Belgium and a TiO2 plant and ilmenite ore mining  operation in Norway.  KDK also
operates TiO2 sales and distribution facilities in Denmark and the Netherlands.

     KDK is not a registrant  with the U.S.  Securities and Exchange  Commission
("SEC") and is not subject to the SEC's periodic reporting requirements,  except
as may be required by Rule 3-16 of Regulation S-X.

Note 2 - Summary of significant accounting policies:

     Management's   estimates.   The  preparation  of  financial  statements  in
conformity with accounting principles generally accepted in the United States of
America  ("GAAP")  requires  management to make estimates and  assumptions  that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent assets and liabilities at the date of the financial  statements,  and
the reported amount of revenues and expenses during the reporting period. Actual
results may differ from previously-estimated amounts under different assumptions
or conditions.

     Principles of consolidation.  The consolidated financial statements include
the  accounts  of KDK  and  its  wholly-owned  subsidiaries  (collectively,  the
"Company").   All  material   intercompany   accounts  and  balances  have  been
eliminated.

     Unaudited  interim  information.  Information  included in the consolidated
financial statements and related notes to the consolidated  financial statements
as of March 31, 2006 and for the three  month  interim  periods  ended March 31,
2005 and 2006 is  unaudited.  In the  opinion of  management,  all  adjustments,
consisting only of normal recurring  adjustments,  necessary to state fairly the
consolidated  financial position,  results of operations and cash flows for such
interim  periods  have been made.  The  results of  operations  for the  interim

                                       FB-10

periods are not necessarily  indicative of the operating results for a full year
or of future  operations.  Certain  information  normally  included in financial
statements  prepared in accordance  with GAAP has been  condensed or omitted for
such interim periods.

     Translation of foreign currencies. The functional currencies of the Company
include  the  Danish  kroner,  the euro and the  Norwegian  kroner.  Assets  and
liabilities of  subsidiaries  whose  functional  currency is other than the U.S.
dollar are  translated  at year-end  rates of exchange and revenues and expenses
are translated at average exchange rates prevailing  during the year.  Resulting
translation  adjustments  are  accumulated  in  stockholder's  equity as part of
accumulated other  comprehensive  income,  net of related deferred income taxes.
Currency transaction gains and losses are recognized in income currently.

     Derivatives  and hedging  activities.  Derivatives are recognized as either
assets or  liabilities  and measured at fair value in  accordance  with SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities," as amended.
The  accounting  for  changes  in fair  value of  derivatives  depends  upon the
intended use of the  derivative,  and such changes are recognized  either in net
income  or  other   comprehensive   income.   As  permitted  by  the  transition
requirements  of SFAS No.  133, as amended,  the Company has  exempted  from the
scope of SFAS No. 133 all host contracts  containing  embedded  derivatives that
were issued or acquired prior to January 1, 1999.

     Cash and cash  equivalents.  Cash  equivalents  include bank  deposits with
original maturities of three months or less.

     Restricted   marketable  debt   securities.   Restricted   marketable  debt
securities  are  primarily  invested in corporate  debt  securities  and include
amounts restricted in accordance with applicable Norwegian law regarding certain
requirements  of the Company's  Norwegian  defined  benefit  pension plans ($2.9
million and $2.6  million at  December  31,  2004 and 2005,  respectively).  The
restricted  marketable  debt  securities  are  generally  classified as either a
current or noncurrent  asset  depending upon the maturity date of each such debt
security and are carried at market, which approximates cost.

     Accounts  receivable.  The  Company  provides  an  allowance  for  doubtful
accounts  for  known  and  estimated  potential  losses  arising  from  sales to
customers based on a periodic review of these accounts.

     Property and equipment and depreciation.  Property and equipment are stated
at cost.  The Company has a  governmental  concession  with an unlimited term to
operate an ilmenite mine in Norway.  Mining properties  consist of buildings and
equipment used in the Company's Norwegian ilmenite mining operations.  While the
Company owns the land and ilmenite reserves  associated with the mine, such land
and reserves  were  acquired  for nominal  value and the Company has no material
asset  recognized for the land and reserves  related to such mining  operations.
Depreciation  of  property  and  equipment  for  financial   reporting  purposes
(including  mining  properties)  is computed  principally  by the  straight-line
method over the  estimated  useful  lives of ten to 40 years for  buildings  and
three to 20 years for equipment.  Accelerated  depreciation methods are used for
income tax  purposes,  as permitted.  Upon sale or  retirement of an asset,  the
related cost and accumulated  depreciation are removed from the accounts and any
gain or loss is recognized in income currently.

     Expenditures  for  maintenance,  repairs and minor  renewals are  expensed;
expenditures  for major  improvements  are  capitalized.  The  Company  performs
planned major  maintenance  activities  during the year.  Repair and maintenance
costs  estimated to be incurred in  connection  with planned  major  maintenance
activities  are  accrued in advance and are  included in cost of sales.  Accrued
repair  and  maintenance  costs,  included  in  other  current  liabilities  and
consisting primarily of materials and supplies, was $600,000 and $1.2 million at
December 31, 2004 and 2005, respectively.

                                       FB-11

     Interest costs related to major long-term capital projects and renewals are
capitalized as a component of  construction  costs.  Interest costs  capitalized
were  not  significant  in  2003,  2004 or  2005.

     When  events or  changes  in  circumstances  indicate  that  assets  may be
impaired,  an evaluation is performed to determine if an impairment exists. Such
events or changes in circumstances  include, among other things, (i) significant
current  and prior  periods or current  and  projected  periods  with  operating
losses,  (ii) a significant  decrease in the market value of an asset or (iii) a
significant  change  in the  extent  or  manner  in which an asset is used.  All
relevant  factors  are  considered.  The test for  impairment  is  performed  by
comparing the estimated  future  undiscounted  cash flows (exclusive of interest
expense)  associated  with  the  asset  to the  asset's  net  carrying  value to
determine  if a  write-down  to market  value or  discounted  cash flow value is
required.  The Company assesses  impairment of other long-lived  assets (such as
property and equipment and mining  properties) in accordance  with SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets."

     Long-term debt.  Long-term debt is stated net of any  unamortized  original
issue premium or discount. Amortization of deferred financing costs, included in
interest  expense,  is  computed  by the  interest  method  over the term of the
applicable issue.

     Employee  benefit  plans.  Accounting  and funding  policies for retirement
plans are described in Note 9.

     Income taxes. Deferred income tax assets and liabilities are recognized for
the expected future tax consequences of temporary differences between the income
tax  and  financial  reporting  carrying  amounts  of  assets  and  liabilities,
including  investments in the Company's  subsidiaries and affiliates who are not
members  of  the  Contran  Tax  Group  and  undistributed  earnings  of  foreign
subsidiaries  which are not deemed to be  permanently  reinvested.  The  Company
periodically   evaluates   its  deferred  tax  assets  in  the  various   taxing
jurisdictions in which it operates and adjusts any related  valuation  allowance
based on the estimate of the amount of such deferred tax assets that the Company
believes does not meet the "more-likely-than-not" recognition criteria.

     Net sales. Sales are recorded when products are shipped and title and other
risks and rewards of ownership have passed to the customer, or when services are
performed.  Shipping terms of products shipped are generally FOB shipping point;
although in some instances  shipping terms are FOB destination  point (for which
sales are not recognized until the product is received by the customer). Amounts
charged to customers for shipping and handling are included in net sales.  Sales
are stated net of price,  early  payment and  distributor  discounts  and volume
rebates.

     Inventories and cost of sales.  Inventories are stated at the lower of cost
(principally   average  cost)  or  market,  net  of  allowance  for  slow-moving
inventories. Amounts are removed from inventories at average cost. Cost of sales
includes costs for materials,  packaging and  finishing,  utilities,  salary and
benefits, maintenance and depreciation.

     Selling, general and administrative expenses;  shipping and handling costs.
Selling, general and administrative expenses include costs related to marketing,
sales, distribution,  shipping and handling, research and development, legal and
administrative functions, such as accounting, treasury and finance, and includes
costs for salaries and benefits, travel and entertainment, promotional materials
and  professional  fees.  Shipping and  handling  costs are included in selling,
general and administrative expense and were $11.2 million in 2003, $13.1 million
in 2004 and $13.2  million in 2005.  Advertising  costs are expensed as incurred
and were  approximately  $100,000  in each of 2003,  2004  and  2005.  Research,
development and certain sales  technical  support costs are expensed as incurred
and approximated $300,000 in 2003, $200,000 in 2004 and $300,000 in 2005.

                                       FB-12

     Stock  options.  The  Company  has not issued any stock  options.  However,
certain  employees of the Company have been granted options by NL to purchase NL
common stock. The Company has elected the disclosure  alternative  prescribed by
SFAS No. 123,  "Accounting for  Stock-Based  Compensation,"  as amended,  and to
account for its stock-based  employee  compensation  related to stock options in
accordance with Accounting Principles Board Opinion ("APBO") No. 25, "Accounting
for Stock Issued to  Employees,"  and its various  interpretations.  The Company
adopted SFAS No. 123R "Share-Based Payment," as of January 1, 2006, see Note 15.

Note 3 - Accounts and notes receivable, net:


                                                                 December 31,                  March 31,
                                                        ---------------------------          -----------
                                                          2004               2005                2006
                                                          ----               ----                ----
                                                                                             (unaudited)
                                                                       (In thousands)

                                                                                      
Trade receivables                                       $ 15,487          $ 13,992             $ 17,686
Recoverable VAT and other receivables                      2,960             3,349                3,156
Allowance for doubtful accounts                              (25)              (22)                 (23)
                                                        --------          --------             --------

                                                        $ 18,422          $ 17,319             $ 20,819
                                                        ========          ========             ========


Note 4 - Inventories:


                                                                 December 31,                  March 31,
                                                        ---------------------------          -----------
                                                          2004               2005                2006
                                                          ----               ----                ----
                                                                                             (unaudited)
                                                                       (In thousands)

                                                                                      
Raw materials                                           $ 13,804          $ 21,359             $ 14,033
Work in process                                            2,871             1,771                2,146
Finished products                                         31,725            30,659               34,577
Supplies                                                  16,882            15,717               16,971
                                                        --------          --------             --------

                                                        $ 65,282          $ 69,506             $ 67,727
                                                        ========          ========             ========


Note 5 - Other noncurrent assets:


                                                                 December 31,                  March 31,
                                                        ---------------------------          -----------
                                                          2004               2005                2006
                                                          ----               ----                ----
                                                                                             (unaudited)
                                                                       (In thousands)

                                                                                      
Unrecognized net pension obligations                    $  3,852          $  3,108             $  3,184
Restricted marketable debt securities                      2,877             2,572                2,635
Deferred financing costs, net                                198               400                  367
Other                                                         86                73                   72
                                                        --------          --------             --------

                                                        $  7,013          $  6,153             $  6,258
                                                        ========          ========             ========


                                       FB-13


Note 6 - Accounts payable and accrued liabilities:


                                                                 December 31,                  March 31,
                                                        ---------------------------          -----------
                                                          2004               2005                2006
                                                          ----               ----                ----
                                                                                             (unaudited)
                                                                       (In thousands)

                                                                                      
Accounts payable                                        $ 21,695          $ 20,048             $ 18,766
                                                        --------          --------             --------
Accrued liabilities:
  Employee benefits                                       10,462             9,664                7,702
  Other                                                    6,619             8,694               10,083
                                                        --------          --------             --------

                                                          17,081            18,358               17,785
                                                        --------          --------             --------

                                                        $ 38,776          $ 38,406             $ 36,551
                                                        ========          ========             ========


Note 7 - Notes payable and long-term debt:


                                                                 December 31,                  March 31,
                                                        ---------------------------          -----------
                                                          2004               2005                2006
                                                          ----               ----                ----
                                                                                             (unaudited)
                                                                       (In thousands)

                                                                                      
Long-term debt:                                         $ 13,622          $   -                $   -
  Bank credit facility                                       348             4,525                4,595
                                                        --------          --------             --------
  Other
                                                          13,970             4,525                4,595
Less current maturities                                   13,792               958                  959
                                                        --------          --------             --------

                                                        $    178          $  3,567             $  3,636
                                                        ========          ========             ========


     The Company and certain of KII's subsidiaries in Belgium and Norway (Kronos
Europe S.A./N.V.-"KEU", Kronos Titan A/S - "TAS" and Titania A/S - "TIA," Kronos
Norge A/S,  the  parent  company of TAS and TIA,  and Kronos  Titan GmbH  "TG"),
referred to as the "Borrowers",  have a euro 80 million secured revolving credit
facility  that matures in June 2008.  Borrowings  may be  denominated  in euros,
Norwegian kroner or U.S. dollars,  and bear interest at the applicable interbank
market rate plus 1.125%.  The facility also provides for the issuance of letters
of credit up to euro 5 million.  The Credit  Facility is  collateralized  by the
accounts  receivable and inventories of the borrowers,  plus a limited pledge of
all of the other assets of the Belgian  borrower.  The credit facility  contains
certain restrictive covenants which, among other things, restrict the ability of
the borrowers to incur debt,  incur liens, pay dividends or merge or consolidate
with, or sell or transfer all or  substantially  all of their assets to, another
entity.  In  addition,  the Credit  Facility  contains  customary  cross-default
provisions with respect to other debt and obligations of Borrowers,  KII and its
other subsidiaries.  At December 31, 2005, no amounts were outstanding under the
European  Credit  Facility and the equivalent of $92.3 million was available for
additional   borrowing  by  the   Borrowers.   The  Company,   KEU  and  TG  are
unconditionally  jointly  and  severally  liable  for any  and  all  outstanding
borrowings under the credit facility.  TAS, TIA and Kronos Norge A/S are jointly
and severally  liable for any and all  outstanding  borrowings  under the credit
facility to the extent permitted by Norwegian law.

     Deferred  financing  costs of $1.4  million for the Credit  Facility  ($1.0
million paid by the Company,  with the  remaining $.4 million paid by the German
operating  subsidiary)  are being amortized over the life of the Credit Facility
and are included in other noncurrent assets as of December 31, 2005.

     In June 2002,  KII issued at par value euro 285  million  principal  amount
($280 million when issued) of its 8.875% Senior  Secured Notes due 2009,  and in
November 2004 KII issued at 107% of par an additional euro 90 million  principal
amount ($130 million when issued) of the KII Senior Secured Notes  (collectively

                                       FB-14

the  "Notes").  The Notes are  collateralized  by a pledge of 65% of the  common
stock or other  ownership  interests  of certain of KII's  first-tier  operating
subsidiaries.  Such operating  subsidiaries are the Company,  Kronos Titan GmbH,
Kronos  Limited and Societe  Industrielle  Du Titane,  S.A. The Notes are issued
pursuant to an indenture  which contains a number of covenants and  restrictions
which, among other things,  restricts the ability of KII and its subsidiaries to
incur debt, incur liens, pay dividends or merge or consolidate  with, or sell or
transfer all or substantially all of their assets to, another entity.  The Notes
are redeemable,  at KII's option,  at redemption prices ranging from 104.437% of
the principal  amount,  declining to 100% on or after  December 30, 2008. In the
event of a change of control of KII, as  defined,  KII would be required to make
an offer to purchase its Notes at 101% of the principal  amount.  KII would also
be required to make an offer to purchase a specified portion of its Notes at par
value in the event KII generates a certain  amount of net proceeds from the sale
of assets outside the ordinary course of business, and such net proceeds are not
otherwise used for specified purposes within a specified time period.

     Under  the  cross-default  provisions  of  the  Notes,  the  Notes  may  be
accelerated  prior to their stated maturity if KII or any of KII's  subsidiaries
default under any other  indebtedness  in excess of $20 million due to a failure
to pay such  other  indebtedness  at its due date  (including  any due date that
arises  prior to the stated  maturity as a result of a default  under such other
indebtedness).  Under the cross-default  provisions of the Credit Facility,  any
outstanding  borrowings  under the Credit  Facility may be accelerated  prior to
their  stated  maturity  if  the  Borrowers  or  KII  default  under  any  other
indebtedness  in  excess of euro 5 million  due to a failure  to pay such  other
indebtedness  at its due date  (including  any due date that arises prior to the
stated  maturity as a result of a default  under such other  indebtedness).  The
Credit  Facility  contains  provisions  that allow the lender to accelerate  the
maturity of the Credit Facility in the event of a change of control, as defined,
of  the  applicable  borrower.  In  the  event  any of  these  cross-default  or
change-of-control   provisions  become  applicable,  and  such  indebtedness  is
accelerated,  KII would be  required to repay such  indebtedness  prior to their
stated maturity.

     In April  2006,  KII  called  all of its 8.875%  Senior  Secured  Notes for
redemption on May 11, 2006 at 104.437% of their  aggregate  principal  amount of
euro 375  million (an  aggregate  of $470.2  million at March 31, 2006  exchange
rates).  Funds  for  such  redemption  were  provided  by KII's  issuance  of an
aggregate of euro 400 million  principal amount of new 6.5% Senior Secured Notes
due April 2013,  issued on April 11, 2006 at 99.306% of their principal  amount.
The new Senior Secured Notes were issued  pursuant to an indenture that contains
covenants, restrictions and collateral substantially identical to the covenants,
restrictions and collateral of the 8.875% Senior Secured Notes.

     Other long-term debt relates  primarily to certain capital lease agreements
which expire at various dates through 2011.

     The aggregate  maturities of long-term  debt at December 31, 2005 are shown
in the table below.


                                                             Amount
Years ending December 31,                                (In thousands)
-------------------------                                --------------

                                                       
    2006                                                     $  958
    2007                                                        861
    2008                                                        872
    2009                                                        902
    2010                                                        932
                                                             ------

                                                             $4,525
                                                             ======


                                       FB-15

Note 8 - Securities transaction gain:

     A securities  transaction gain in 2005,  classified as nonoperating income,
relates to the sale of the Company's  passive  interest in a Norwegian  smelting
operation,  which had a nominal carrying value for financial reporting purposes,
for aggregate  consideration of approximately $5.4 million consisting of cash of
$3.5 million and inventory with a value of $1.9 million.

Note 9 - Employee benefit plans:

     The Company maintains various defined benefit pension plans.  Personnel are
covered  by plans in their  respective  countries.  Variances  from  actuarially
assumed  rates will result in  increases or  decreases  in  accumulated  pension
obligations, pension expense and funding requirements in future periods. In 2002
the Company  amended its defined  benefit  pension plans for KEU, TAS and TIA to
exclude the  admission  of new  employees to the plans.  New  employees at these
locations are eligible to participate in Company-sponsored  defined contribution
plans.  The  Company's   expense  related  to  the   Company-sponsored   defined
contribution  plans was not material in 2004 or 2005. At December 31, 2005,  the
Company  expects to contribute the equivalent of  approximately  $1.6 million to
its defined benefit pension plans during 2006.

     Certain actuarial assumptions used in measuring the defined benefit pension
assets,  liabilities  and  expenses  are  presented  below.  The Company  uses a
September 30th measurement date for their defined benefit pension plans.

     The  weighted-average  rate  assumptions  used in determining the actuarial
present  value of  benefit  obligations  as of  December  31,  2004 and 2005 are
presented in the table below. Such weighted-average  rates were determined using
the projected benefit obligations at each date.


                                                                December 31,
                                                          ------------------------
                   Rate                                   2004                2005
                   ----                                   ----                ----

                                                                        
Discount rate                                             5.0%                4.4%
Increase in future compensation levels                    3.0%                3.0%


     The weighted-average  rate assumptions used in determining the net periodic
pension  cost for 2003,  2004 and 2005 are  presented  in the table  below.  The
weighted-average  discount  rate and the  weighted-average  increase  in  future
compensation  levels were determined using the projected benefit  obligations as
of the beginning of each year, and the weighted-average long-term return on plan
assets was determined using the fair value of plan assets as of the beginning of
each year.



                                                                         December 31,
                                                         ----------------------------------------
                   Rate                                  2003               2004             2005
                   ----                                  ----               ----             ----

                                                                                    
Discount rate                                            5.9%               5.5%             5.0%
Increase in future compensation levels                   3.0%               3.0%             3.0%
Long-term return on plan assets                          7.0%               6.0%             6.0%


                                       FB-16

     Plan assets are comprised  primarily of investments in corporate equity and
debt  securities,   short-term  investments,  mutual  funds  and  group  annuity
contracts.

     The  components of the net periodic  defined  benefit  pension cost are set
forth below.



                                                                                                         Three months ended
                                                              Years ended December 31,                         March 31,
                                                     -----------------------------------------         ------------------------
                                                       2003            2004             2005            2005              2006
                                                       ----            ----             ----            ----              ----
                                                                                                             (unaudited)
                                                                                           (In thousands)
Net periodic pension cost:
                                                                                                      
  Service cost benefits                             $   1,430       $   2,096        $   2,133       $     615       $     560
  Interest cost on projected benefit                                                     3,345                             757
   obligation ("PBO")                                   2,907           3,436                              865
  Expected return on plan assets                       (3,335)         (2,815)          (3,142)           (835)           (718)
  Amortization of prior service cost                      255             267              282              73              33
  Amortization of net transition obligation               296             321              129              87              63
  Recognized actuarial losses                             732           1,428            1,276             329             326
                                                    ---------       ---------        ---------       ---------       ---------

                                                    $   2,285       $   4,733        $   4,023       $   1,134       $   1,021
                                                    =========       =========        =========       =========       =========


     The funded status of the  Company's  defined  benefit  pension plans is set
forth below.

                                       FB-17



                                                                    December 31,
                                                             ----------------------
                                                             2004              2005
                                                             ----              ----
                                                                 (In thousands)

Change in projected benefit obligations ("PBO"):
                                                                    
  Benefit obligations at beginning of year               $   64,161       $   72,361
  Service cost                                                2,096            2,133
  Interest cost                                               3,436            3,345
  Participant contributions                                     152              149
  Actuarial gains (losses)                                   (1,891)           2,933
  Change in currency exchange rates                           7,081           (8,259)
  Benefits paid                                              (2,674)          (2,886)
                                                         ----------       ----------

      Benefit obligations at end of year                 $   72,361       $   69,776
                                                         ----------       ----------

Change in fair value of plan assets:
  Fair value of plan assets at beginning of year         $   49,540       $   57,754
  Actual return on plan assets                                3,881            2,203
  Employer contributions                                      1,170            1,977
  Participant contributions                                     152              149
  Change in currency exchange rates                           5,685           (6,375)
  Benefits paid                                              (2,674)          (2,886)
                                                         ----------       ----------

      Fair value of plan assets at end of year           $   57,754       $   52,822
                                                         ----------       ----------

Funded status at year end:
  Plan assets less than PBO                              $  (14,607)      $  (16,954)
  Unrecognized actuarial loss                                26,344           26,024
  Unrecognized prior service cost                             3,157            2,550
  Unrecognized net transition obligation                        999              770
                                                         ----------       ----------

                                                         $   15,893       $   12,390
                                                         ==========       ==========

Amounts recognized in the balance sheet:

  Accrued pension cost:
    Current                                              $     -          $     (456)
    Non current                                              (2,469)          (4,129)
  Unrecognized net pension obligations                        3,852            3,108
  Accumulated other comprehensive loss                       14,510           13,867
                                                         ----------       ----------

                                                         $   15,893       $   12,390
                                                         ==========       ==========


     SFAS  No.  87,  "Employers'  Accounting  for  Pensions"  requires  that  an
additional pension liability be recognized when the unfunded accumulated pension
benefit  obligation  exceeds the unfunded accrued pension  liability.  Variances
from  actuarially  assumed rates will change the actuarial  valuation of accrued
pension liabilities, pension expense and funding requirements in future periods.
The  accumulated  benefit  obligation of the Company's  defined  benefit pension
plans was $58.0 million at December 31, 2005 (2004 - $60.8 million).

     In  determining  the  expected  long-term  rate of  return  on  plan  asset
assumptions,  the Company  considers  the long-term  asset mix (e.g.  equity vs.
fixed  income) for the assets for each of its plans and the  expected  long-term
rates of return for such asset  components.  In addition,  the Company  receives
advice  about   appropriate   long-term  rates  of  return  from  the  Company's
third-party actuaries.  The Company currently has a plan asset target allocation
of 14% to  equity  managers,  64% to fixed  income  managers  and the  remainder
primarily to cash and liquid investments.  The expected long-term rate of return

                                       FB-18

for such investments is approximately 8%, 4.5% to 6% and 2.5%, respectively. The
plan asset  allocation at December 31, 2005 was 16% to equity  managers,  62% to
fixed  income  managers and the  remainder  invested  primarily  cash and liquid
investments  (2004 - 16%,  64% and 20%,  respectively).  The  Company  regularly
reviews its actual asset allocation for each of its plans, and will periodically
rebalance the investments in each plan to more  accurately  reflect the targeted
allocation when considered appropriate.

     The Company  expects future benefits paid from its defined benefit plans to
be as follows:

                                                             Amount
Years ending December 31,                                (In thousands)
-------------------------                                --------------

    2006                                                    $ 3,921
    2007                                                      2,790
    2008                                                      4,425
    2009                                                      3,036
    2010                                                      3,087
    2011 to 2015                                             20,926

Note 10 - Income taxes:

     The components of (i) income from continuing operations before income taxes
("pretax  income"),  (ii) the difference  between the provision for income taxes
attributable  to pretax income and the amounts that would be expected  using the
Danish  statutory income tax rate of 30% in 2003 and 2004 and 28% in 2005, (iii)
the  provision  for income taxes and (iv) the  comprehensive  tax  provision are
presented below.

                                       FB-19



                                                                                                         Three months ended
                                                              Years ended December 31,                         March 31,
                                                     -----------------------------------------         ------------------------
                                                       2003            2004             2005            2005              2006
                                                       ----            ----             ----            ----              ----
                                                                                                             (unaudited)
                                                                                           (In thousands)
Pretax income (loss):
                                                                                                        
  Denmark                                            $   170         $  (101)         $   526          $   280         $   129
  Non-Denmark                                         34,150          33,760           51,038           12,482          10,258
                                                     -------         -------          -------          -------         -------

                                                     $34,320         $33,659          $51,564          $12,762         $10,387
                                                     =======         =======          =======          =======         =======

Expected tax expense                                 $10,296         $10,099          $14,438          $ 3,829         $ 2,908
Non-Denmark tax rates                                    428             527            1,360              173             308
Non deductible expenses                                 -               -                 281             -               -
Tax contingency reserve adjustment                    (5,100)           (125)            (653)            -                 23
Refund of prior year taxes                              -               (595)             (45)            -               -
Tax on partnership income                              1,245            (358)            -                -               -
Other, net                                               559             295              756               82              (1)
                                                     -------         -------          -------          -------         -------

        Income tax expense                           $ 7,428         $ 9,843          $16,137          $ 4,084         $ 3,238
                                                     =======         =======          =======          =======         =======

Provision for income taxes:
  Current income tax expense:
    Denmark                                          $    63         $     2          $   224          $    86         $    34
    Non-Denmark                                       12,770          12,824           16,178            4,233           3,148
                                                     -------         -------          -------          -------         -------

                                                      12,833          12,826           16,402            4,319           3,182
                                                     -------         -------          -------          -------         -------

  Deferred income tax expense (benefit):
    Denmark                                           (5,104)           (139)            (644)              (1)              3
    Non-Denmark                                         (301)         (2,844)             379             (234)             53
                                                     -------         -------          -------          -------         -------

                                                      (5,405)         (2,983)            (265)            (235)             56
                                                     -------         -------          -------          -------         -------

                                                     $ 7,428         $ 9,843          $16,137          $ 4,084         $ 3,238
                                                     =======         =======          =======          =======         =======

Comprehensive provision for income
  taxes allocable to:
  Pretax income                                      $ 7,428         $ 9,843          $16,137          $ 4,084         $ 3,238
  Other comprehensive loss -
   pension  liabilities                               (4,068)              5              180             -               -
                                                     -------         -------          -------          -------         -------

                                                     $ 3,360         $ 9,848          $16,317          $ 4,084         $ 3,238
                                                     =======         =======          =======          =======         =======


                                       FB-20


     The components of the net deferred tax liability are summarized below.


                                                                                December 31,
                                                             ---------------------------------------------------
                                                                     2004                         2005
                                                             -----------------------     -----------------------
                                                             Assets      Liabilities     Assets      Liabilities
                                                             ------      -----------     ------      -----------
                                                                               (In thousands)

Tax effect of temporary differences relating to:
                                                                                             
  Inventories                                                $   61        $ (2,546)         $   72      $ (2,067)
  Property and equipment                                        181         (20,214)           -          (18,199)
  Accrued (prepaid) pension cost                              4,063          (4,624)          3,883        (3,659)
  Accrued liabilities and other deductible differences          199            -              1,420          -
  Other taxable differences                                    -             (3,746)           -           (2,910)
    Incremental tax and rate differences on equity in
      earnings of non-tax group companies                     1,905            -               -             -
                                                             ------        --------          ------      --------

    Gross deferred tax assets (liabilities)                   6,409         (31,130)          5,375       (26,835)

Reclassification, principally netting by tax
   jurisdiction                                              (6,409)          6,409          (5,375)        5,375
                                                             ------        --------          ------      --------

    Net total deferred tax assets (liabilities)                -            (24,721)           -          (21,460)
    Net current deferred tax assets (liabilities)              -             (2,363)           -           (2,194)
                                                             ------        --------          ------      --------

    Net noncurrent deferred tax liabilities                  $ -           $(22,358)         $ -         $(19,266)
                                                             ======        ========          ======      ========


     Changes in the  Company's  deferred  income  tax  valuation  allowance  are
summarized below:


                                                                                             December 31,
                                                                                ---------------------------------
                                                                                   2003         2004         2005
                                                                                   ----         ----         ----
                                                                                           (In thousands)

                                                                                                   
    Balance at beginning of year                                                  $ 658        $ 683        $ -
    Increase in certain deductible temporary differences which the Company
        believes do not meet the "more-likely-than-not" recognition criteria         -           -            -
    Foreign currency translation                                                     25          -            -
      Offset to the change in gross deferred income tax assets due principally
        to redeterminations of certain tax attributes and implementation of
        certain planning strategies                                                  -          (683)         -
                                                                                  -----        -----        -----

    Balance at end of year                                                        $ 683        $ -          $ -
                                                                                  =====        =====        =====


     Certain of the Company's  U.S. and non-U.S.  tax returns are being examined
and tax authorities have or may propose tax  deficiencies,  including  penalties
and interest. For example:

o    The Company received a preliminary tax assessment  related to 1993 from the
     Belgian tax  authorities  proposing  tax  deficiencies,  including  related
     interest,  of  approximately  euro 6 million ($7  million at  December  31,
     2005). The Company filed a protest to this assessment,  and believes that a
     significant  portion of the assessment  was without merit.  The Belgian tax
     authorities have filed a lien on the fixed assets of The Company's  Belgian
     TiO2  operations in connection  with this  assessment.  In April 2003,  the
     Company  received a notification  from the Belgian tax authorities of their
     intent to assess a tax deficiency related to 1999 that, including interest,
     would have  aggregated  approximately  euro 9 million  ($11  million).  The
     Company filed a written  response to the assessment,  and in September 2005
     the Belgian tax authorities withdrew the assessment.

                                       FB-21

o    The Norwegian tax authorities  have notified the Company of their intent to
     assess tax  deficiencies  of  approximately  kroner 12 million ($2 million)
     relating to the years 1998 through  2000.  The Company has objected to this
     proposed assessment.

     No  assurance  can be given that these tax matters  will be resolved in the
Company's  favor in view of the inherent  uncertainties  involved in  settlement
initiatives  and court and tax  proceedings.  The Company  believes  that it has
provided  adequate  accruals for additional  taxes and related  interest expense
which may  ultimately  result from all such  examinations  and believes that the
ultimate  disposition of such  examinations  should not have a material  adverse
effect  on  its  consolidated  financial  position,  results  of  operations  or
liquidity.

Note 11 - Related party transactions:

     The Company may be deemed to be controlled  by Harold C. Simmons.  See Note
1.  Corporations  that may be deemed to be controlled by or affiliated  with Mr.
Simmons sometimes engage in (a) intercorporate  transactions such as guarantees,
management  and  expense  sharing  arrangements,  shared fee  arrangements,  tax
sharing agreements,  joint ventures,  partnerships,  loans, options, advances of
funds on open  account,  and sales,  leases and  exchanges of assets,  including
securities  issued  by  both  related  and  unrelated  parties  and  (b)  common
investment and acquisition strategies,  business combinations,  reorganizations,
recapitalizations,  securities  repurchases,  and purchases and sales (and other
acquisitions  and  dispositions)  of  subsidiaries,  divisions or other business
units,  which  transactions have involved both related and unrelated parties and
have included  transactions  which  resulted in the  acquisition  by one related
party of a publicly  held minority  equity  interest in another  related  party.
While no  transactions  of the type described above are planned or proposed with
respect to the Company  other than as set forth in these  financial  statements,
the Company from time to time considers, reviews and evaluates such transactions
and  understands  that Contran,  Valhi,  NL,  Kronos,  KII and related  entities
consider,  review and evaluate such  transactions.  Depending upon the business,
tax and other objectives then relevant, it is possible that the Company might be
a party to one or more such transactions in the future.

     The  Company  is a party to  services  and cost  sharing  agreements  among
several  affiliates  of the Company  whereby  Kronos,  KII and other  affiliates
provide certain management,  financial, insurance and administrative services to
the Company on a fee basis. The Company's expense was approximately $1.9 million
in 2003, $2.1 million in 2004 and $2.5 million in 2005 related to these services
and costs.

     Tall Pines Insurance Company and EWI RE, Inc. provide for or broker certain
insurance  policies for Contran and certain of its  subsidiaries and affiliates,
including the Company.  Tall Pines is wholly-owned by a subsidiary of Valhi, and
EWI is a  wholly-owned  subsidiary of NL.  Consistent  with  insurance  industry
practices, Tall Pines and EWI receive commissions from insurance and reinsurance
underwriters  and/or  assess fees for the policies  that they provide or broker.
The  aggregate  premiums paid to Tall Pines  (including  amounts paid to Valmont
Insurance  Company,  another subsidiary of Valhi that was merged into Tall Pines
in 2004) and EWI by the Company were $900,000 in 2003,  $1.1 million in 2004 and
$2.0 million in 2005. These amounts principally  included payments for insurance
and reinsurance  premiums paid to third parties,  but also included  commissions
paid to Tall Pines and EWI. Tall Pines purchases  reinsurance for  substantially

                                       FB-22

all of the risks it underwrites.  The Company  expects that these  relationships
with Tall Pines and EWI will continue in 2006.

     Contran and  certain of its  subsidiaries  and  affiliates,  including  the
Company, purchase certain of their insurance policies as a group, with the costs
of  the  jointly-owned   policies  being  apportioned  among  the  participating
companies.  With  respect to  certain  of such  policies,  it is  possible  that
unusually  large losses  incurred by one or more insureds  during a given policy
period could leave the other  participating  companies without adequate coverage
under that policy for the balance of the policy period. As a result, Contran and
certain of its subsidiaries and its affiliates,  including NL, have entered into
a loss  sharing  agreement  under  which any  uninsured  loss is shared by those
entities  who have  submitted  claims  under the  relevant  policy.  The Company
believes  the  benefits in the form of reduced  premiums  and  broader  coverage
associated  with  the  group  coverage  for  such  policies  justifies  the risk
associated with the potential for uninsured loss.

     Intercompany sales to (purchases from) affiliates of TiO2 are summarized in
the following table.



                                                                    Years ended December 31,
                                                           ------------------------------------------
                                                              2003             2004            2005
                                                              ----             ----            ----
                                                                         (In thousands)

Sales to:
                                                                                    
  TG                                                        $ 38,783         $ 53,631        $ 55,210
  Kronos Limited ("KUK")                                      18,856           25,285          20,408
  Kronos (US), Inc. ("KUS")                                   18,792           19,180          25,445
  Societe Industrielle du Titane, S.A. ("SIT")                 8,138            8,868           9,054
  Kronos Canada, Inc. ("KC")                                   4,308            2,596           3,009
                                                            --------         --------        --------

                                                            $ 88,877         $109,560        $113,126
                                                            ========         ========        ========

Purchases from:
  TG                                                        $ 38,785         $ 48,808        $ 58,121
  KUS                                                            101            3,489            -
  KC                                                             223               22             103
                                                            --------         --------        --------

                                                            $ 39,109         $ 52,319        $ 58,224
                                                            ========         ========        ========


     Sales of ilmenite to TG were $15.5  million in 2003,  $17.4 million in 2004
and $21.4 million in 2005.

     KUS purchases the rutile and slag  feedstock  used as a raw material in all
of the Company's  chloride process TiO2 facilities.  The Company  purchases such
feedstock  from KUS for use in its  facilities for an amount equal to the amount
paid by KUS to the  third-party  supplier plus a 2.5%  administrative  fee. Such
feedstock  purchases were $39.5 million in 2003, $40.5 million in 2004 and $47.8
million in 2005.

     Royalties  paid to KII for use of  certain of KII's  intellectual  property
totaled $10.4 million in 2003,  $12.5 million in 2004 and $12.4 million in 2005,
and was included as a component of cost of sales.

     During 2003, 2004 and 2005, the Company was party to an accounts receivable
factoring  agreement  (the  "Factoring  Agreement")  with  one  or  more  of its
affiliates  whereby the Company factored its export accounts  receivable without
recourse  for a fee of 0.85% for the  Company's  export  receivables  related to
Kronos Europe S.A./N.V.  ("KEU") and 1.2% for export receivables  related to its
Norwegian  operating  subsidiaries,  Kronos  Titan A/S  ("TAS")  and Titania A/S
("TIA").  Upon non-recourse transfer from the Company, the affiliate assumed all

                                       FB-23

risk  pertaining  to the factored  receivables,  including,  but not limited to,
exchange  control  risks,  risks  pertaining to the bankruptcy of a customer and
risks related to late payments.  Export receivables sold by the Company pursuant
to the Factoring Agreement during 2003, 2004 and 2005 aggregated $101.4 million,
and $119.9 million and $124.5 million, respectively.

     Net  amounts   currently   receivable  from  (payable  to)  affiliates  are
summarized in the following table.


                                                                 December 31,               March 31,
                                                        ---------------------------       -----------
                                                          2004               2005             2006
                                                          ----               ----             ----
                                                                                          (unaudited)
                                                                       (In thousands)
Receivable from:
                                                                                 
  SIT                                                  $     814         $     864        $     886
  KUK                                                      1,766             1,638            1,694
  TG                                                      13,342            24,967           30,079
  Other                                                      107                24              301
                                                       ---------         ---------        ---------

                                                       $  16,029         $  27,493        $  32,960
                                                       =========         =========        =========

Noncurrent receivable from TG                          $  12,941         $  11,239        $  11,406
                                                       =========         =========        =========

Payable to:
  KII                                                  $   4,266         $   3,740        $   3,008
  KUS                                                      5,486             5,317              301
  KC                                                         390              -
                                                       ---------         ---------        ---------

                                                       $  10,142         $   9,057        $   3,309
                                                       =========         =========        =========

Noncurrent payable to TG                               $   5,449         $    -           $    -
                                                       =========         =========        =========


     Net amounts  between the Company,  KUS, TG, SIT, KUK and KC were  generally
related to  product  purchases  and  sales.  Net  amounts  with TG also  include
accounts receivable factoring fees.

     Note 12 - NL common stock options held by employees of the Company:

     At December  31,  2005,  employees  of the Company held options to purchase
approximately  23,000 shares of NL common stock, of which 13,000 are exercisable
at various dates  through 2010 at an exercise  price ranging from $2.66 to $5.63
per share and  10,000  are  exercisable  at  various  dates  through  2011 at an
exercise price of $11.49 per share.  No options were granted during 2003,  2004,
2005 or first quarter 2006. See Note 2 and 15.

Note 13 - Commitments and contingencies:

     Operating leases. The Company leases, pursuant to operating leases, various
manufacturing and office space and transportation  equipment. Most of the leases
contain  purchase  and/or  various term renewal  options at fair market and fair
rental  values,  respectively.  In most cases  management  expects  that, in the
normal course of business, leases will be renewed or replaced by other leases.

     Net rent expense  aggregated $3 million in each of 2003,  2004 and 2005. At
December 31, 2005,  minimum rental commitments under the terms of noncancellable
operating leases were as follows:

                                       FB-24



                                                                   Equipment
                                                                --------------
                                                                (in thousands)
Years ending December 31,
--------------------------
                                                             
    2006                                                           $  603
    2007                                                              520
    2008                                                              516
    2009                                                              253
    2010                                                               92
    2011 and thereafter                                                99
                                                                   ------

                                                                   $2,083
                                                                   ======


     Long-term  contracts.  KUS has long-term  supply contracts that provide for
certain of its affiliates',  including KDK's,  chloride  feedstock  requirements
through  2010.  The  Company  and certain of its  affiliates  purchase  chloride
feedstock  underlying  these long-term supply contracts from KUS. The agreements
require KUS to purchase  certain  minimum  quantities of feedstock  with minimum
purchase  commitments  aggregating  approximately  $681  million at December 31,
2005.

     Environmental  matters.  The Company's  operations  are governed by various
environmental laws and regulations.  Certain of the Company's businesses are, or
have been engaged in the handling, manufacture or use of substances or compounds
that may be  considered  toxic or  hazardous  within the  meaning of  applicable
environmental  laws and regulations.  As with other companies engaged in similar
businesses, certain past and current operations and products of the Company have
the  potential  to  cause   environmental  or  other  damage.  The  Company  has
implemented  and  continues  to  implement  various  policies and programs in an
effort to minimize these risks. The Company's  policy is to maintain  compliance
with applicable  environmental laws and regulations at all its facilities and to
strive to improve its environmental performance.  From time to time, the Company
may be subject to environmental  regulatory  enforcement under various statutes,
resolution of which typically involves the establishment of compliance programs.
It is  possible  that future  developments,  such as  stricter  requirements  of
environmental laws and enforcement policies  thereunder,  could adversely affect
the  Company's  production,  handling,  use,  storage,  transportation,  sale or
disposal  of such  substances.  The  Company  believes  all of its plants are in
substantial compliance with applicable environmental laws.

     Litigation  matters.  The Company's  Belgian  subsidiary and certain of its
employees  are the  subject of civil and  criminal  proceedings  relating  to an
accident that resulted in two  fatalities at the Company's  Belgian  facility in
2000. In May 2004,  the court ruled and,  among other things,  imposed a fine of
euro  200,000  against the Company and fines  aggregating  less than euro 40,000
against various Company employees. The Company and the individual employees have
appealed the ruling.

     In  addition  to the  litigation  described  above,  the  Company  and  its
affiliates  are also  involved  in  various  other  environmental,  contractual,
product  liability,  patent (or  intellectual  property),  employment  and other
claims and disputes incidental to its present and former businesses.

     The Company currently  believes the disposition of all claims and disputes,
individually or in the aggregate,  should not have a material  adverse effect on
its consolidated financial condition, results of operations or liquidity.

     Concentrations  of credit risk.  Sales of TiO2 accounted for  approximately
78%,  79% and 78% of net sales  during 2003,  2004 and 2005,  respectively.  The
remaining  sales result from the mining and sale of ilmenite ore (a raw material
used in the sulfate pigment production  process) and the manufacture and sale of
certain  titanium  chemical  products  (derived  from  co-products  of the  TiO2

                                       FB-25

production  process).  TiO2 is generally  sold to the paint,  plastics and paper
industries.  Such markets are  generally  considered  "quality-of-life"  markets
whose demand for TiO2 is influenced by the relative  economic  well-being of the
various geographic regions.  TiO2 is sold to over 1,000 customers,  with the top
ten external customers  approximating 26% of net sales in 2003, 24% of net sales
in 2004 and 17% of net sales in 2005.  Approximately  80% of the Company's  TiO2
sales by volume were to Europe in each of 2003, 2004 and 2005. Approximately 10%
of sales by volume were to North America in each of 2003, 2004 and 2005.

Note 14 - Financial instruments:

     Summarized below is the estimated fair value and related net carrying value
of the Company's financial instruments.


                                                                    December 31,               December 31,
                                                                       2004                       2005
                                                             ----------------------      ----------------------
                                                              Carrying       Fair         Carrying       Fair
                                                               amount        value         amount        value
                                                             ---------     --------      ----------     -------
                                                                                (In millions)

Cash, cash equivalents, restricted cash
    equivalents and noncurrent restricted
                                                                                            
    marketable debt securities                                $   8.0       $   8.0       $    5.0      $   5.0

Notes payable and long-term debt -
 variable rate debt                                           $  13.6       $  13.6       $     -       $    -


     The Company held no derivative  financial  instruments during 2003, 2004 or
2005.

Note 15 - Accounting principles recently adopted in 2003, 2004 and 2006:

     Asset retirement obligations. The Company adopted SFAS No. 143, "Accounting
for Asset  Retirement  Obligations,"  effective  January 1, 2003. Under SFAS No.
143, the fair value of a liability for an asset  retirement  obligation  covered
under the scope of SFAS No. 143 would be  recognized  in the period in which the
liability is incurred, with an offsetting increase in the carrying amount of the
related  long-lived  asset.  Over time,  the liability  would be accreted to its
present value,  and the  capitalized  cost would be depreciated  over the useful
life of the related asset.  Upon  settlement of the  liability,  an entity would
either  settle the  obligation  for its recorded  amount or incur a gain or loss
upon settlement.

     Under the transition provisions of SFAS No. 143, at the date of adoption on
January 1,  2003,  the  Company  will  recognize  (i) an asset  retirement  cost
capitalized  as an increase to the  carrying  value of its  property,  plant and
equipment,  (ii)  accumulated  depreciation on such capitalized cost and (iii) a
liability  for the  asset  retirement  obligation.  Amounts  resulting  from the
initial application of SFAS No. 143 are measured using information,  assumptions
and interest rates all as of January 1, 2003. The amount recognized as the asset
retirement cost is measured as of the date the asset  retirement  obligation was
incurred.   Cumulative  accretion  on  the  asset  retirement  obligation,   and
accumulated  depreciation  on the asset  retirement  cost, is recognized for the
time period from the date the asset  retirement  cost and  liability  would have
been  recognized  had the  provisions of SFAS No. 143 been in effect at the date
the liability was incurred,  through  January 1, 2003. The  difference,  if any,
between the  amounts to be  recognized  as  described  above and any  associated
amounts  recognized  in the  Company's  balance sheet as of December 31, 2002 is
recognized as a cumulative effect of a change in accounting  principle as of the
date of adoption.  The effect of adopting SFAS No. 143 as of January 1, 2003 was
not material,  as summarized in the table below and is not separately recognized
in the accompanying Statement of Income.

                                       FB-26



                                                                        Amount
                                                                     ------------
                                                                     (in millions)

Increase in carrying value of net property,
  plant and equipment:
                                                                      
    Cost                                                                 $ .4
    Accumulated depreciation                                              (.1)
Decrease in liabilities previously accrued for
  closure and post closure activities
                                                                           .3
Asset retirement obligation recognized                                    (.6)
                                                                         ----

        Net impact                                                       $ -
                                                                         ====


     The  change  in the  asset  retirement  obligations  from  January  1, 2003
($600,000)  to December 31, 2003  ($800,000),  to December 31, 2004 ($1 million)
and to December 31, 2005  ($900,000) is primarily  due to accretion  expense and
the effects of currency translation.  Accretion expense,  which is reported as a
component  of cost of  sales  in the  accompanying  Consolidated  Statements  of
Income,  approximated  $100,000  for each of the years ended  December 31, 2003,
2004 and 2005.

     Estimates of the ultimate cost to be incurred to settle the Company's asset
retirement obligations require a number of assumptions, are inherently difficult
to develop  and the  ultimate  outcome  may differ from  current  estimates.  As
additional  information  becomes  available,  cost estimates will be adjusted as
necessary.  It  is  possible  that  technological,   regulatory  or  enforcement
developments,  the results of studies or other  factors  could  necessitate  the
recording of additional liabilities.

     Costs associated with exit or disposal activities. The Company adopted SFAS
No. 146, "Accounting for Costs Associated with Exit or Disposal  Activities," on
January 1, 2003 for exit or disposal activities initiated on or after that date.
Under SFAS No. 146, costs associated with exit activities,  as defined, that are
covered by the scope of SFAS No. 146 will be recognized  and measured  initially
at fair value, generally in the period in which the liability is incurred. Costs
covered by the scope of SFAS No. 146 include  termination  benefits  provided to
employees,  costs to consolidate facilities or relocate employees,  and costs to
terminate contracts (other than a capital lease).  Under prior GAAP, a liability
for such an exit cost is recognized  at the date an exit plan is adopted,  which
may or may not be the date at which the liability has been incurred.  The effect
of adopting  SFAS No. 146 as of January 1, 2003 was not  material as the Company
was not involved in any exit or disposal  activities covered by the scope of the
new standard as of such date.

     Variable  interest  entities.  The Company complied with the  consolidation
requirements of FASB Interpretation ("FIN") No. 46R,  "Consolidation of Variable
Interest Entities,  an interpretation of ARB No. 51," as amended as of March 31,
2004.  The Company  does not have any  involvement  with any  variable  interest
entity (as that term is defined in FIN No. 46R)  covered by the scope of FIN No.
46R that would require the Company to consolidate such entity under FIN No. 46R,
which had not  already  been  consolidated  under  prior  applicable  GAAP,  and
therefore the impact to the Company of adopting the  consolidation  requirements
of FIN No. 46R was not material.

     Inventory  costs.  The Company adopted SFAS No. 151,  "Inventory  Costs, an
amendment of ARB No. 43,  Chapter 4," as of January 1, 2006 for inventory  costs
incurred on or after such date.  SFAS No. 151 requires  that the  allocation  of
fixed production  overhead costs to inventory shall be based on normal capacity.
Normal capacity is not defined as a fixed amount; rather, normal capacity refers
to a range of production levels expected to be achieved over a number of periods

                                       FB-27

under normal  circumstances,  taking into account the loss of capacity resulting
from planned  maintenance  shutdowns.  The amount of fixed overhead allocated to
each unit of  production  is not  increased  as a  consequence  of idle plant or
production levels below the low end of normal capacity, but instead a portion of
fixed  overhead  costs are  charged to expense as  incurred.  Alternatively,  in
periods of production above the high end of normal capacity, the amount of fixed
overhead  costs  allocated  to each  unit of  production  is  decreased  so that
inventories  are not measured above cost.  SFAS No. 151 also clarifies  existing
GAAP to require that abnormal freight and wasted materials  (spoilage) are to be
expensed as incurred.  The  Company's  production  cost  accounting  had already
complies with the  requirements of SFAS No. 151, and therefore  adoption of SFAS
No. 151 did not have a material effect on its consolidated financial statements.

     Stock  options.  As permitted by regulations of the Securities and Exchange
Commission  ("SEC") the Company  adopted SFAS No.  123R,  as of January 1, 2006.
SFAS No. 123R,  among other things,  eliminates the alternative in existing GAAP
to use the  intrinsic  value  method  of  accounting  for  stock-based  employee
compensation  under APBO No.  25.  The  Company  is now  generally  required  to
recognize  the cost of employee  services  received in exchange  for an award of
equity  instruments  based on the grant-date  fair value of the award,  with the
cost  recognized over the period during which an employee is required to provide
services in exchange for the award (generally, the vesting period of the award).
No compensation cost will be recognized in the aggregate for equity  instruments
for which the employee does not render the requisite service (generally,  if the
instrument is forfeited before it has vested). The grant-date fair value will be
estimated using option-pricing  models (e.g.  Black-Scholes or a lattice model).
Under the  transition  alternatives  permitted  under SFAS No. 123R, the Company
will apply the new  standard  to all new awards  granted on or after  January 1,
2006, and to all awards existing as of December 31, 2005 which are  subsequently
modified,  repurchased  or cancelled  (referred  to as the modified  prospective
method in SFAS No.  123R).  Additionally,  as of January 1,  2006,  the  Company
recognizes compensation cost for the portion of any non-vested award existing as
of December 31, 2005 over the remaining  vesting  period.  Because the number of
non-vested  awards as of December 31, 2005 with respect to options granted by NL
to employees of the Company was not  material,  the effect of adopting  SFAS No.
123R in so far as it relates to existing stock options,  did not have a material
effect on the Company's consolidated financial statements. Should the Company or
its subsidiaries and affiliates,  however,  either grant a significant number of
options to employees  of the Company or modify,  repurchase  or cancel  existing
options  in the  future,  the  effect on the  Company's  consolidated  financial
statements could be material.

     Under the requirements of SFAS 123R, the cash income tax benefit  resulting
from the  exercise  of stock  options  in excess of the  cumulative  income  tax
benefit  related  to such  options  previously  recognized  for  GAAP  financial
reporting purposes in the Company's  consolidated  statements of income, if any,
is  reflected  as a cash  inflow  from  financing  activities  in the  Company's
consolidated  statements  of cash  flows,  and the  Company's  cash  flows  from
operating activities reflects the effect of cash paid for income taxes exclusive
of such cash  income  tax  benefit.  The  aggregate  amount of such  income  tax
benefits  recognized as a component of cash flows from financing  activities was
nil in the first quarter of 2006.

     SFAS No. 123R also  requires  certain  expanded  disclosures  regarding the
Company's  stock options,  and such expanded  disclosures  have been provided in
Note 12.

     Certain  employees  of the  Company  have  been  granted  options  by NL to
purchase NL common stock.  Prior to January 1, 2006,  the Company  accounted for
stock-based  employee  compensation  in  accordance  with APBO No.  25,  and its
various  interpretations.  Under APBO No. 25, no compensation  cost is generally
recognized  for fixed stock options in which the exercise  price is greater than

                                       FB-28

or equal to the market price on the grant date. Prior to 2005, and following the
cash  settlement  of  certain  stock  options  held by  employees  of NL and the
Company,  the  Company  commenced  accounting  for its stock  options  using the
variable accounting method of APBO No. 25 because the Company could not overcome
the  presumption  that it would not similarly  cash settle the  remaining  stock
options.  Under the  variable  accounting  method,  the  intrinsic  value of all
unexercised  stock options  (including  stock options with an exercise  price at
least equal to the market  price on the date of grant) is accrued as an expense,
with subsequent increases (decreases) in the Company's market price resulting in
the recognition of additional compensation expense (income).  Following adoption
of SFAS No. 123R effective January 1, 2006, the Company will continue to account
for NL's remaining stock options in a manner similar to the variable  accounting
method of APBO No. 25, as required by the guidance of SFAS No. 123R.

     Compensation  cost recognized by the Company in accordance with APBO No. 25
and the amount  charged  to the  Company by NL for stock  option  exercises  was
$117,000 in 2003 and $319,000 in 2004, and  compensation  income was $185,000 in
2005.  Aggregate  compensation  expense  related  to NL  stock  options  held by
employees of the Company was approximately  $23,000 in the first quarter of 2005
and aggregate compensation income was approximately $71,000 in the first quarter
of 2006.  The  total  income  tax  benefit  related  to such  compensation  cost
recognized by the Company was approximately $41,000 in 2003 and $96,000 in 2004,
and the total  income  tax  provision  related  to the  compensation  income was
$52,000  in  2005.  No  compensation  cost  was  capitalized  as part of  assets
(inventory or fixed assets) during 2003, 2004, 2005 and 2006. If the Company and
its subsidiaries  had each elected to account for their  respective  stock-based
employee  compensation  related  to stock  options in  accordance  with the fair
value-based  recognition  provisions  of SFAS No.  123,  for all awards  granted
subsequent to January 1, 1995, the effect on the Company's results of operations
in 2003, 2004, 2005 and 2006 would not have been material.

                                       FB-29