Edgar Filing: TITANIUM METALS CORP

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. 3)

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(Name of Registrant as Specified In Its Charter)
TITANIUM METALS CORPORATION

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[LOGO]

TITANIUM METALS CORPORATION
1999 Broadway, Suite 4300
Denver, Colorado 80202

April 8, 2005

Dear Stockholder:

You are cordially invited to attend the 2005 Annual Meeting of Stockholders of
Titanium Metals Corporation, which will be held on Monday, May 23, 2005, at 1:00
p.m. (local time), at the offices of Valhi, Inc. located at Three Lincoln
Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas. In addition to matters to
be acted on at the Annual Meeting, which are described in detail in the attached
Notice of Annual Meeting of Stockholders and Proxy Statement, we will update you
on the Company. I hope that you will be able to attend.

Whether or not you plan to attend the annual meeting, please complete, date,
sign and return the enclosed proxy card or voting instruction form in the
accompanying envelope so that your shares are represented and voted in
accordance with your wishes. Your vote, whether given by proxy or in person at
the Annual Meeting, will be held in confidence by the Inspector of Election for
the Annual Meeting in accordance with the Company's By-laws.

Sincerely,

J. Landis Martin
Chairman of the Board,
President and Chief Executive Officer

TITANIUM METALS CORPORATION
1999 Broadway, Suite 4300
Denver, Colorado 80202

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 23, 2005

To the Stockholders of Titanium Metals Corporation:

NOTICE IS HEREBY GIVEN that the 2005 Annual Meeting of Stockholders of Titanium
Metals Corporation, a Delaware corporation, will be held on Monday, May 23,
2005, at 1:00 p.m. (local time), at the offices of Valhi, Inc. located at Three
Lincoln Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas, for the following
purposes:

(1) To elect eight directors to serve until the 2006 Annual Meeting of
Stockholders and until their successors are duly elected and
qualified;

(2) To consider and vote on the Titanium Metals Corporation 2005 Profit
Sharing Plan; and

(3) To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.

The Board of Directors of the Company set the close of business on March 28,
2005 as the Record Date for the Annual Meeting. Only holders of the Company's
common stock, $.01 par value per share, at the close of business on the Record
Date, are entitled to notice of, and to vote at, the Annual Meeting. The stock
transfer books of the Company will not be closed following the Record Date. A
complete list of stockholders entitled to vote at the Annual Meeting will be
available for examination during normal business hours by any common stockholder
of the Company, for purposes related to the Annual Meeting, for a period of ten
days prior to the Annual Meeting, at the Company's corporate offices located at
1999 Broadway, Suite 4300, Denver, Colorado.

You are cordially invited to attend the Annual Meeting. Whether or not you plan
to attend the Annual Meeting in person, please complete, date and sign the
accompanying proxy card or voting instruction form and return it promptly in the
enclosed envelope to ensure that your shares are represented and voted in
accordance with your wishes. You may revoke your proxy by following the
procedures set forth in the accompanying Proxy Statement. If you choose, you may
still vote in person at the Annual Meeting even though you previously submitted
your proxy.

In accordance with the Company's By-laws, your vote, whether given by proxy or
in person at the Annual Meeting, will be held in confidence by the Inspector of
Election for the Annual Meeting.

By order of the Board of Directors,

Joan H. Prusse
Vice President, General Counsel and Secretary

Denver, Colorado
April 8, 2005

TITANIUM METALS CORPORATION
1999 Broadway, Suite 4300
Denver, Colorado 80202
---------------------

PROXY STATEMENT
---------------------

GENERAL INFORMATION

This Proxy Statement and the accompanying proxy card or voting instruction form
are being furnished in connection with the solicitation of proxies by and on
behalf of the Board of Directors (referred to herein as the "Board of
Directors") of Titanium Metals Corporation, a Delaware corporation (referred to
herein as "TIMET" or the "Company"), for use at the 2005 Annual Meeting of
Stockholders of the Company to be held Monday, May 23, 2005, at 1:00 p.m. (local
time), at the offices of Valhi, Inc. located at Three Lincoln Centre, 5430 LBJ
Freeway, Suite 1700, Dallas, Texas, and at any adjournment or postponement
thereof (referred to herein as the "Annual Meeting"). This Proxy Statement and
the accompanying proxy card or voting instruction form will first be mailed to
the holders of TIMET's common stock, $.01 par value per share (referred to
herein as "TIMET Common Stock"), on or about April 13, 2005.

PURPOSE OF THE ANNUAL MEETING

Common stockholders of the Company represented at the Annual Meeting will
consider and vote upon (i) the election of eight directors to serve until the
2006 Annual Meeting of Stockholders of the Company and until their successors
are duly elected and qualified, (ii) approval of the Titanium Metals Corporation
2005 Profit Sharing Plan (the "Profit Sharing Plan") and (iii) such other
business as may properly come before the Annual Meeting.

VOTING RIGHTS AND QUORUM

The presence, in person or by proxy, of the holders of a majority of the shares
of TIMET Common Stock entitled to vote at the Annual Meeting is necessary to
constitute a quorum for the conduct of business at the Annual Meeting. Under
applicable rules of the New York Stock Exchange (referred to herein as the
"NYSE") and Securities and Exchange Commission (referred to herein as the
"SEC"), brokers or other nominees holding shares of record on behalf of a client
who is the actual beneficial owner of such shares are authorized to vote on
certain routine matters without receiving instructions from the beneficial owner
of the shares. If a broker/nominee who is entitled to vote on a routine matter
does not vote such shares, such shares are referred to herein as "broker/nominee
non-votes." Shares of TIMET Common Stock that are voted to abstain from any
business coming before the Annual Meeting and broker/nominee non-votes will be
counted as being in attendance at the Annual Meeting for purposes of determining
whether a quorum is present.

At the Annual Meeting, directors of the Company will be elected by the
affirmative vote of a plurality of the outstanding shares of TIMET Common Stock
present (in person or by proxy) and entitled to vote. The accompanying proxy
card or voting instruction form provides space for a stockholder to withhold
authority to vote for any or all nominees for the Board of Directors. Neither
shares as to which authority to vote on the election of directors has been
withheld nor broker/nominee non-votes will be counted as affirmative votes to
elect nominees for the Board of Directors. However, since director nominees need
only receive the vote of a plurality of the shares represented (in person or by
proxy) at the Annual Meeting and entitled to vote, a vote withheld from a
particular nominee will not affect the election of such nominee.

American Stock Transfer and Trust Company (referred to herein as "AST"), the
transfer agent and registrar for TIMET Common Stock, has been appointed by the
Board of Directors to receive proxies and ballots, ascertain the number of
shares represented, tabulate the vote and serve as Inspector of Election at the
Annual Meeting. All proxies and ballots delivered to AST will be kept
confidential by AST in accordance with the Company's By-laws.

Approval of the Profit Sharing Plan will require the affirmative vote of a
majority of the shares of TIMET Common Stock present (in person or by proxy) at
the Annual Meeting and entitled to vote. Except as otherwise required by the
Company's Amended and Restated Certificate of Incorporation, any other matter
that may be submitted to a stockholder vote will also require the affirmative
vote of a majority of the shares present (in person or by proxy) at the Annual
Meeting and entitled to vote. Shares of TIMET Common Stock that are voted to
abstain from any business coming before the Annual Meeting and broker/nominee
non-votes will not be counted as votes for or against the Profit Sharing Plan or
any other matter that may properly come before the Annual Meeting.

The record date set by the Board of Directors for the determination of
stockholders entitled to notice of, and to vote at, the Annual Meeting was the
close of business on March 28, 2005 (referred to herein as the "Record Date").
Only holders of shares of TIMET Common Stock at the close of business on the
Record Date are entitled to vote at the Annual Meeting. As of the Record Date,
there were 15,988,350 shares of TIMET Common Stock issued and outstanding, each
of which will be entitled to one vote on each matter that comes before the
Annual Meeting. See "Interests of Certain Persons" below.

On August 5, 2004, the stockholders of TIMET approved a five-for-one stock split
of the TIMET Common Stock effected in the form of a stock dividend. Each
stockholder of record on August 19, 2004 received four additional shares of
TIMET Common Stock for each share held on August 19, 2004. The stock dividend
was paid, finalizing the stock split, on August 27, 2004. All of the share
numbers for TIMET Common Stock in this Proxy Statement reflect this five-for-one
split, even if the date as to which such share number speaks to was prior to the
effective date of the stock split.

Prior to February 7, 2003, Tremont Corporation (referred to herein as "Tremont
Corporation") held approximately 39.7% of the shares of TIMET Common Stock
outstanding. On February 7, 2003, Valhi, Inc. (referred to herein as "Valhi")
completed a merger with Tremont Corporation whereby, in a series of
transactions, Tremont Corporation was merged into Tremont LLC (referred to
herein as "Tremont LLC"), a wholly owned subsidiary of Valhi. For ease of
reference, this series of transactions is called the Tremont Merger throughout
this Proxy Statement.

INTERESTS OF CERTAIN PERSONS

Our principal stockholders and some of the TIMET's directors and officers have
interests in the Company that are different from, or in addition to, or that
might conflict with, the interests of other holders of TIMET's securities.

J. Landis Martin, Christian Leonhard, Robert E. Musgraves, Joan H. Prusse and
Bruce P. Inglis are eligible to receive compensation under the Profit Sharing
Plan included in Proposal II.

AS OF THE RECORD DATE, VALHI, TREMONT LLC, AND THE COMBINED MASTER RETIREMENT
TRUST (REFERRED TO HEREIN AS THE "CMRT"), A TRUST ESTABLISHED BY VALHI TO PERMIT
THE COLLECTIVE INVESTMENT BY MASTER TRUSTS THAT MAINTAIN THE ASSETS OF CERTAIN
EMPLOYEE BENEFIT PLANS ADOPTED BY VALHI AND RELATED

COMPANIES, HELD, IN THE AGGREGATE, APPROXIMATELY 53.7% OF THE OUTSTANDING SHARES
OF TIMET COMMON STOCK ENTITLED TO VOTE AT THE ANNUAL MEETING, AND J. LANDIS
MARTIN, TIMET'S CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER, AND PERSONS
RELATED TO MR. MARTIN HELD, IN THE AGGREGATE, APPROXIMATELY 3.3% OF THE
OUTSTANDING SHARES OF TIMET COMMON STOCK ENTITLED TO VOTE AT THE ANNUAL MEETING.
VALHI, TREMONT LLC AND RELATED ENTITIES, AND MR. MARTIN AND RELATED PERSONS,
HAVE INDICATED THAT THEY INTEND TO HAVE SUCH SHARES REPRESENTED AT THE ANNUAL
MEETING AND TO VOTE SUCH SHARES "FOR" THE ELECTION OF ALL OF THE NOMINEES FOR
DIRECTOR SET FORTH IN THIS PROXY STATEMENT AND FOR APPROVAL OF THE PROFIT
SHARING PLAN. THEREFORE, IF ALL OF SUCH SHARES ARE VOTED AS INDICATED, ALL OF
THE DIRECTOR NOMINEES WILL BE ELECTED AND THE PROFIT SHARING PLAN WILL BE
APPROVED.

PROXY SOLICITATION

This proxy solicitation is being made by and on behalf of the Board of Directors
of the Company. The Company will pay all expenses of this proxy solicitation,
including charges for preparing, printing, assembling and distributing all
materials delivered to stockholders. In addition to solicitation by mail,
directors, officers and regular employees of the Company may solicit proxies by
telephone or personal contact for which such persons will receive no additional
compensation. Upon request, the Company will reimburse banking institutions,
brokerage firms, custodians, trustees, nominees and fiduciaries for their
reasonable out-of-pocket expenses incurred in distributing proxy materials and
voting instructions to the beneficial owners of TIMET Common Stock held of
record by such entities.

All shares of TIMET Common Stock represented by properly executed proxies will,
unless such proxies have previously been revoked, be voted in accordance with
the instructions indicated in such proxies. If no instructions are indicated,
such shares will be voted (a) "FOR" the election of each of the eight nominees
set forth below as directors, (b) "FOR" approval of the Profit Sharing Plan and
(c) to the extent allowed by applicable laws, in the discretion of the proxy
holders on any other matter that may properly come before the Annual Meeting.
Each holder of record of TIMET Common Stock giving the proxy enclosed with this
Proxy Statement may revoke it at any time, prior to the voting thereof at the
Annual Meeting, by (i) delivering to AST a written revocation of the proxy, (ii)
delivering to AST a duly executed proxy bearing a later date or (iii) voting in
person at the Annual Meeting. Attendance by a stockholder at the Annual Meeting
will not in itself constitute the revocation of a proxy previously given.

PROPOSAL I
ELECTION OF DIRECTORS

The By-laws of the Company currently provide that the Board of Directors shall
consist of a minimum of three and a maximum of seventeen persons, as determined
from time to time by the Board of Directors in its discretion. The number of
directors is currently set at eight. The eight directors elected at the Annual
Meeting will hold office until the 2006 Annual Meeting of Stockholders of the
Company and until their successors are duly elected and qualified.

All of the nominees are currently directors of TIMET whose terms will expire at
the Annual Meeting and who were nominated to stand for re-election to the Board
by the unanimous vote of the full Board of Directors. All nominees have agreed
to serve if elected. If any nominee is not available for election at the Annual
Meeting, the proxy will be voted for an alternate nominee to be selected by the
Board of Directors, unless the stockholder executing such proxy withholds
authority to vote for the election of directors. The

Board of Directors believes that all of its present nominees will be available
for election at the Annual Meeting and will serve if elected.

The Board of Directors recommends a vote "FOR" each of the nominees identified
below.

Nominees for Director
The following information has been provided by each respective nominee for
election to the Board of Directors.

Norman N. Green, 70, has been a director of TIMET since 2002. In 1997, Mr. Green
became an original director and one of the principal investors in Sage Telecom,
a private, full service local and long distance telecommunications company
operating in eleven states. From 1956 to 1995, Mr. Green was Chairman and sole
owner of Stewart, Green Properties Ltd., which owned a group of private
companies specializing in the development and management of major shopping
centers in Canada and the U.S., owning and operating approximately 5 million
square feet of commercial real estate. From 1979 until 1990, Mr. Green was a
co-owner of a National Hockey League franchise, the Calgary Flames. From 1990
until 1996, Mr. Green was the sole owner of the Minnesota North Stars which
became the Dallas Stars. He continues to serve as a consultant to the Dallas
Stars organization and currently is a partner in the Austin Ice Bats Hockey
Team. Teams owned by Mr. Green went to the Stanley Cup Finals several times
during Mr. Green's tenure and won the Stanley Cup Championships in 1989 and
1999. Mr. Green was a member of the National Hockey League Board of Governors
from 1979 to 1996, serving on all of its strategic committees. He is a member of
the executive committee of the board for the Edwin L. Cox School of Business at
Southern Methodist University and has been active in philanthropic and community
service activities for over 30 years. Mr. Green is a member of TIMET's
Management Development and Compensation Committee (referred to herein as the
"Compensation Committee") and its Pension and Employee Benefits Committee
(referred to herein as the "Pension Committee").

Gary C. Hutchison, M.D., 70, has been a director of TIMET since 2003. Since
1968, Dr. Hutchison has practiced neurological surgery at Presbyterian Hospital
in Dallas. Dr. Hutchison is a graduate of the University of Texas Southwestern
Medical School in Dallas. He interned at the University of Oklahoma and received
his neurosurgical residency training at the University of Texas Southwestern
Medical School and Parkland Memorial Hospital, as well as the National Hospital
for Nervous Disease in London, England. Dr. Hutchison has been board certified
by the American Board of Neurological Surgery since 1969. Dr. Hutchison has
served on various health and medical boards and committees and is currently a
member of the Board of Trustees of Texas Health Resources, Inc., Chairman of the
Strategic Planning and Development Committee of Texas Health Resources, Inc.,
member of the Governance and Nominating Committee of Texas Health Resources,
Inc., Vice Chairman of the Board of Trustees Presbyterian Hospital of Dallas and
Associate Clinical Professor of Neurosurgery at the University of Texas Health
Science Center in Dallas. Dr. Hutchison serves as Chair of TIMET's Compensation
Committee and a member of its Audit Committee.

J. Landis Martin, 59, has been Chairman of the Board of TIMET since 1987 and
Chief Executive Officer of TIMET since 1995. Mr. Martin served as Chairman of
the Board of Tremont Corporation from 1990, as Chief Executive Officer and a
director of Tremont Corporation from 1988 and as President of Tremont
Corporation from 1987 (except for a period in 1990), each until the Tremont
Merger in 2003. Until 2003, Mr. Martin served as President and Chief Executive
Officer (from 1987) and as a director (from 1986) of NL Industries, Inc.
(referred to herein as "NL"), then a manufacturer of titanium dioxide pigments.
NL may be deemed to be an affiliate of TIMET. Mr. Martin is also a director of
Halliburton Company, Apartment Investment and Management Company and Roundy's,
Inc., and a director and non-executive chairman of Crown Castle International
Corporation.

Albert W. Niemi, Jr., Ph.D., 62, has been a director of TIMET since 2001. Dr.
Niemi is Dean of the Edwin L. Cox School of Business at Southern Methodist
University, where he also holds the Tolleson Chair in Business Leadership.
Before joining SMU, Dr. Niemi served as Dean of the Terry College of Business at
the University of Georgia from 1982 to 1996. Dr. Niemi graduated cum laude from
Stonehill College with an A.B. in economics and earned an M.A. and Ph.D. in
economics from the University of Connecticut. Dr. Niemi is a member of the
Business Accreditation Committee of the American Assembly of Collegiate Schools
of Business and has chaired or served as a member on the accreditation review
teams to more than 20 universities. Dr. Niemi recently completed a term on the
Board of Governors of the American Association of University Administrators and
the board of Beta Gamma Sigma. Dr. Niemi also serves on the board of directors
of Bank of Texas and of Sanders Morris Harris Group, Inc., and on the Advisory
Board of TXU Dallas. Dr. Niemi is Chair of TIMET's Audit Committee and a member
of its Compensation Committee and its Pension Committee.

Glenn R. Simmons, 77, has been a director of TIMET since 1999. Mr. Simmons is
Chairman of the Board of Keystone Consolidated Industries, Inc. (referred to
herein as "Keystone"), a steel fabricated wire products, industrial wire and
carbon steel rod company (Keystone filed a petition under Chapter 11 of the U.S.
Bankruptcy Code in 2004), and CompX International Inc. (referred to herein as
"CompX"), a manufacturer of ergonomic computer support systems, precision ball
bearing slides and security products. CompX is a majority-owned, indirect
subsidiary of NL. Since 1987, Mr. Simmons has been Vice Chairman of the Board of
Valhi, a diversified holding company, engaged in the manufacture of titanium
dioxide pigments (through its majority interest in Kronos Worldwide, Inc.
(referred to herein as "Kronos")), component products (through its interests in
NL and CompX), and titanium metals products (through its interest in TIMET) and
is also engaged in waste management, and Vice Chairman of Contran Corporation
(referred to herein as "Contran"), also a diversified holding company and parent
company of Valhi. Mr. Simmons has been an executive officer and/or director of
various companies related to Valhi and Contran since 1969. Mr. Simmons is also a
director of NL and Kronos, and served as a director of Tremont Corporation until
the Tremont Merger in 2003. Keystone, Valhi, Tremont LLC, Kronos and CompX may
be deemed to be affiliates of TIMET. See notes (3) and (5) to the table under
the heading "Security Ownership of TIMET" below. Mr. Simmons is Chair of TIMET's
Pension Committee. Mr. Simmons is a brother of Harold C. Simmons.

Harold C. Simmons, 73, has served as Vice Chairman of the Board and a director
of TIMET since 2004. Mr. Simmons has been Chairman of the Board of Valhi and
Contran since prior to 2000. Mr. Simmons is also Chairman of the Board and Chief
Executive Officer of NL and Kronos. Mr. Simmons has been an executive officer or
director of various companies related to Valhi and Contran since 1961. Mr.
Simmons is a brother of Glenn R. Simmons. See note (3) to the table under the
heading "Security Ownership of TIMET" below.

Steven L. Watson, 54, has been a director of TIMET since 2000. Mr. Watson has
been President and a director of Valhi and Contran since 1998 and has served as
an executive officer and/or director of Valhi, Contran and various companies
related to Valhi and Contran since 1980. Mr. Watson also serves on the board of
directors of NL, CompX, Kronos and Keystone and served as a director of Tremont
Corporation until the Tremont Merger in 2003. See notes (3) and (4) to the table
under the heading "Security Ownership of TIMET" below.

Paul J. Zucconi, 64, has been a director of TIMET since 2002. In 2001, Mr.
Zucconi retired after 33 years at KPMG LLP where he was most recently an audit
partner. Mr. Zucconi is a member of the American Institute of Certified Public
Accountants ("AICPA") and is involved in developing the professional development
courses for the AICPA. Mr. Zucconi also serves on the board of directors and
audit

committee of each of Torchmark Corporation, a major life and health insurance
company, and Affirmative Insurance Holdings, Inc., a provider of non-standard
automobile insurance, and serves on the board of directors of the National
Kidney Foundation of North Texas, Inc. Mr. Zucconi is a member of TIMET's Audit
Committee.

For information concerning certain transactions to which certain director
nominees are parties and other matters, see "Certain Relationships and
Transactions" below.

Board Meetings
The Board of Directors held five meetings in 2004. Each of the directors
participated in at least 75% of the total number of such meetings and of the
committee meetings (for committees on which they served) held during their
period of service in 2004. The Board of Directors does not have a formal policy
regarding Board members' attendance at the Company's annual meetings. All of
TIMET's then-serving Board members attended the 2004 Annual Meeting of
Stockholders either in person or by conference telephone.

Board Committees
The Board of Directors has established the following standing committees:

Audit Committee. The responsibilities and authority of the Audit Committee
include, among other things, providing oversight with respect to the integrity
of the Company's financial statements, the Company's compliance with legal and
regulatory requirements, the independent accountant's qualifications and
independence and the performance of the Company's internal audit function;
retaining the Company's independent accountant, overseeing the external audit
function and approving all fees relating to the Company's independent
accountant; reviewing with the independent accountant the scope and results of
the annual auditing engagement and the system of internal accounting controls,
establishing procedures for the handling of complaints concerning accounting,
internal accounting and audit matters, including procedures for the
confidential, anonymous submission of complaints by employees; reviewing the
Company's Annual Report on Form 10-K, including annual financial statements;
reviewing and discussing with management the Company's interim financial
statements and earnings releases; and directing and supervising special audit
inquiries. The Company's Board of Directors has adopted a written charter for
the Audit Committee, a copy of which was attached as Appendix A to the 2004
Proxy Statement of the Company. The current members of the Audit Committee are
Dr. Niemi (Chair), Dr. Hutchison and Mr. Zucconi. Mr. Zucconi is the Audit
Committee "financial expert" as such term is defined in Item 401(b) of
Regulation S-K. The Company believes that each of the members of the Audit
Committee is independent in accordance with the rules of the SEC, the NYSE and
any other applicable regulations. The Company does not limit the number of audit
committees of publicly registered companies upon which the Audit Committee
members may serve; however, none of the members of TIMET's Audit Committee
serves on the audit committees of more than three publicly registered companies.
The Audit Committee held 11 meetings in 2004. See "Audit Committee Report" and
"Independent Public Accountant Matters" below.

Management Development and Compensation Committee. The principal
responsibilities and authority of the Compensation Committee are to review and
approve certain matters involving employee compensation (including executives),
including making recommendations to the Board of Directors regarding certain
compensation matters involving the Chief Executive Officer, to review and
approve grants of stock options, stock appreciation rights and awards of
restricted stock under the 1996 Long Term Performance Incentive Plan of Titanium
Metals Corporation adopted by the Company and approved by the Company's
stockholders (referred to herein as the "TIMET Stock Incentive Plan"), to review
and recommend adoption of or revision to compensation plans and employee benefit
programs except as otherwise delegated by the Board of Directors, to review and
recommend compensation policies and practices and to prepare such compensation
committee disclosures as may be required, to review and recommend any executive

employment contract, and to provide counsel on key personnel selection,
organization strategies and such other matters as the Board of Directors may
from time to time direct. The current members of the Compensation Committee are
Dr. Hutchison (Chair), Dr. Niemi and Mr. Green. The Company believes that each
of the members of the Compensation Committee is independent in accordance with
the rules of the NYSE and any other applicable regulations. The Compensation
Committee held one meeting and took action by written consent one time in 2004.

Nominations Committee. From January 1, 2004 to March 2004, the Company had no
standing Nominations Committee and the entire Board of Directors performed the
duties of the Nominations Committee in that time period. On March 24, 2004, the
Board of Directors re-established the Nominations Committee to comply with
then-applicable NYSE corporate governance standards. The Nominations Committee
was comprised of Dr. Hutchison (Chair) and Mr. Green, and operated pursuant to a
written charter. During this time, the Nominations Committee held no meetings
and took action by written consent one time. In October 2004, the Company
determined that it was a "controlled company" under NYSE rules, and the Board of
Directors deemed it appropriate to have no standing Nominations Committee. The
entire Board of Directors has performed the duties formerly performed by the
Nominations Committee since that time, but not pursuant to a written charter.
The Board of Directors makes determinations as to the size and composition of
the Board of Directors, criteria for director nominations, director candidates,
the term of office for directors, and adoption of corporate governance
principles, evaluates the Company's management and such other related matters as
the Board of Directors may determine from time to time. The Board of Directors
does not have a formal process for identifying and evaluating nominees for
directors. The Board of Directors will consider recommendations by stockholders
of the Company with respect to the election of directors if such recommendations
are submitted in writing to the Secretary of the Company and received not later
than December 31 of the year prior to the next annual meeting of stockholders.
While the Board of Directors does not have any specific policy regarding the
consideration of director candidates recommended by stockholders, the Board of
Directors would evaluate nominees recommended by stockholders of the Company in
the same manner by which it evaluates potential nominees recommended by other
means. The Board of Directors has not adopted any formal policy regarding
minimal qualifications of recommended nominees, but takes into account such
criteria as it deems necessary and appropriate from time to time.

In the event that dividends on the Company's Series A Preferred Stock are in
arrears for 12 quarterly periods, the holders of a majority of the shares of the
Series A Preferred Stock may elect an additional director to the Board of
Directors. As of the Record Date, Harold C. Simmons may be deemed to
beneficially own 1,614,700 shares of Series A Preferred Stock, or 41.3% of the
shares of Series A Preferred Stock outstanding, comprised of 1,600,000 shares of
Series A Preferred Stock owned by his spouse and 14,700 shares of Series A
Preferred Stock owned by Valhi. Mr. Simmons disclaims beneficial ownership of
the shares of Series A Preferred Stock held by his spouse and Valhi. With an
additional 8.7% of the shares of Series A Preferred Stock, Mr. Simmons would be
able to control the voting rights of the holders of the Series A Preferred Stock
with respect to the election of the additional director.

Pension and Employee Benefits Committee. The Pension Committee is established to
oversee the administration of the Company's pension and employee benefit plans
other than the TIMET Stock Incentive Plan. The Pension Committee is currently
composed of Mr. Glenn Simmons (Chair), Mr. Green and Dr. Niemi. The Pension
Committee held no meetings and took action by written consent two times during
2004.

Members of the standing committees will be appointed at the next meeting of the
Board of Directors following the Annual Meeting. The Board of Directors has
previously established, and from time to time may establish, other committees to
assist it in the discharge of its responsibilities. The Company has posted

the charters for each of its committees on its website at www.timet.com.
Stockholders of the Company may send communications to the Board of Directors by
mailing such communications to: Titanium Metals Corporation, 1999 Broadway,
Suite 4300, Denver, CO 80202, Attention: Board of Directors. The Company's
management will forward all stockholder communications requiring the attention
of the Board of Directors to the Board members or the relevant Board committee
members.

Compensation of Directors
Under the compensation plan for non-employee directors adopted by the Company
and approved by the Company's stockholders (referred to herein as the "Director
Compensation Plan"), directors of the Company who are not employees of the
Company (eligible directors) receive an annual cash retainer of $20,000, paid in
quarterly installments, plus an annual cash retainer of $2,000, paid in
quarterly installments, for each committee on which a member serves. Effective
October 1, 2004, the annual cash retainer payable to eligible directors who are
members of the Audit Committee was increased to $5,000. Also effective October
1, 2004, the Audit Committee "financial expert" receives an additional, annual
cash retainer of $5,000. Eligible directors also receive an annual stock
retainer ranging between 500 shares (if the closing price of TIMET Common Stock
on the date of the grant is above $20 per share) and 2,000 shares (if the
closing price is less than $5 per share). In addition, eligible directors
receive an attendance fee of $1,000 per day for meeting attendance. Directors
are also reimbursed for reasonable expenses incurred in attending Board of
Directors' and committee meetings.

Corporate Governance
Since the passage of the Sarbanes-Oxley Act of 2002 and the adoption of new
corporate governance standards by the NYSE, TIMET has developed and continues to
evaluate new policies and procedures regarding corporate governance. TIMET's
policies and practices reflect governance initiatives that are compliant with
the corporate governance requirements of the NYSE and the SEC. TIMET has adopted
a Code of Business Conduct and Ethics which is applicable to, among others, its
principal executive officer, principal financial officer and principal
accounting officer or controller. The Investor Information -- Corporate
Governance section of TIMET's website at www.timet.com includes TIMET's
Corporate Governance Policies, Code of Business Conduct and Ethics applicable to
all of TIMET's officers and employees, including those officers identified
above, and charters for the committees of the Board of Directors.

Based upon the ownership of Harold C. Simmons, Tremont LLC, Valhi and the CMRT
described in this Proxy Statement, the Board of Directors has determined that
the Company is a "controlled company" as such term is defined by the rules of
the NYSE, and, therefore, the Company may choose not to comply with certain
rules of the NYSE as follows:

o A requirement that the Board of Directors have a majority of
independent directors;
o A requirement that the Company have a standing nominations/corporate
governance committee comprised entirely of independent directors
operating pursuant to a written charter addressing certain issues
specified in the NYSE rules; and
o A requirement that the Company have a standing compensation committee
comprised entirely of independent directors operating pursuant to a
written charter addressing certain issues specified in the NYSE rules.

The Company has chosen not to have a majority of independent directors and
currently has four directors who it believes meet the criteria for independence
under NYSE rules as described below. The Company has also chosen not to have a
standing nominations/corporate governance committee, and the entire Board of
Directors performs the duties that could be performed by a nominations/corporate
governance committee. The Company has currently chosen to comply with the NYSE
rules that pertain to compensation committees, but may in the future choose to
avail itself of the permitted

exemption from these rules. The Company's Compensation Committee is currently
comprised entirely of directors whom the Company believes meet the independence
criteria of the NYSE, and the Compensation Committee operates according to a
written charter that the Company believes complies with the NYSE rules. See
"Nominees for Director," "Independence Criteria," "Board Committees" and
"Certain Relationships and Transactions" herein for more information.

Independence Criteria
Under rules of the NYSE, no director will be deemed to be independent unless the
Board of Directors affirmatively determines that the director has no material
relationship with TIMET, directly or as an officer, equity holder or partner of
an organization that has a relationship with the Company. The Board of Directors
applies the rules of the NYSE and other applicable laws and regulations in
making its independence determination. The Board of Directors considers all
commercial, banking, consulting, legal, accounting, charitable or other business
relationships that a director has with the Company. As a result of its annual
review, the Board of Directors believes that Norman N. Green, Dr. Gary C.
Hutchison, Dr. Albert W. Niemi, Jr. and Paul J. Zucconi are independent
directors because none of these directors has any material relationship with the
Company of the type described in the NYSE rules or any other applicable
regulations.

EXECUTIVE OFFICERS

Set forth below is certain information relating to the current executive
officers of the Company. Biographical information with respect to J. Landis
Martin and Harold C. Simmons is set forth under "Election of Directors" above.
See also "Certain Relationships and Transactions" below.

Name Age Position(s)

J. Landis Martin 59 Chairman of the Board, President and Chief Executive Officer

Harold C. Simmons 73 Vice Chairman of the Board

Christian Leonhard 59 Chief Operating Officer - Europe

Robert E. Musgraves 50 Chief Operating Officer - North America

Joan H. Prusse 49 Vice President, General Counsel and Secretary

Bruce P. Inglis 51 Vice President - Finance, Corporate Controller and Treasurer

Christian Leonhard has served as Chief Operating Officer - Europe since 2002.
Mr. Leonhard served as Executive Vice President - Operations of TIMET from 2000
to 2002. Mr. Leonhard joined TIMET in 1988 as General Manager of TIMET France.
He was promoted to President of TIMET Savoie S.A. (referred to herein as "TIMET
Savoie") in 1996 and President of European Operations in 1997.

Robert E. Musgraves has served as Chief Operating Officer - North America since
2002. Mr. Musgraves served as Executive Vice President of TIMET from 2000 to
2002 and as General Counsel from 1990 to 2002. Mr. Musgraves was Vice President
from 1990 to 2000 and Secretary of TIMET from 1991 to 2000. Mr. Musgraves also
served as General Counsel and Secretary of Tremont Corporation from 1993 and as
Vice President of Tremont Corporation from 1994 until the Tremont Merger in
2003.

Joan H. Prusse has served as General Counsel since 2002, and as Vice President
and Secretary since 2000. Prior to that, she served as Assistant General Counsel
and Assistant Secretary since joining TIMET in 1997. Ms. Prusse also served as
Assistant General Counsel and Assistant Secretary of Tremont Corporation from
1997 until the Tremont Merger in 2003.

Bruce P. Inglis has served as Vice President - Finance and Corporate Controller
since 2003 and Treasurer since 2004. Mr. Inglis served as TIMET's European
Finance Director from 1997 and Managing Director of TIMET UK Limited from 2000,
each until 2001. After leaving TIMET in 2001 and before returning to TIMET in
2003, Mr. Inglis was the U.K. Finance Director (from 2001) and Group Finance
Director (from 2002) of Apollo Metals Limited, a supplier of specialty metals
and supply chain integration services to the aerospace industry located in
Birmingham, England.

SECURITY OWNERSHIP

Ownership of TIMET Common Stock
The following table and accompanying notes set forth, as of the Record Date, the
beneficial ownership, as defined by the regulations of the SEC, of TIMET Common
Stock held by (i) each person or group of persons known to TIMET to beneficially
own more than 5% of the outstanding shares of any class of TIMET's securities
(including TIMET Common Stock), (ii) each director or nominee for director of
TIMET, (iii) each executive officer of TIMET listed in the Summary Compensation
Table below who is not a director or nominee for director of TIMET and (iv) all
executive officers and directors and nominees for director of TIMET as a group.
See notes (3), (4) and (5) following the table immediately below for information
concerning individuals and entities that may be deemed to indirectly
beneficially own those shares of TIMET Common Stock directly beneficially owned
by Tremont LLC, the CMRT, Valhi and Annette Simmons, the spouse of Harold C.
Simmons. All information has been taken from or is based upon ownership filings
made by such persons with the SEC or upon information provided by such persons
to TIMET.

Ownership of TIMET Common Stock
TIMET Common Stock
------------------------------------
Amount and Nature
of
Beneficial Percent of
Name of Beneficial OwneR Ownership (1) Class (2)
-------------------------------- ------------------- -------------

Greater than 5% Stockholders
Harold C. Simmons (3) 11,279,076 60.4%
Steven L. Watson (3) (4) 8,630,160 53.9%
Glenn R. Simmons (3)(5) 8,619,910 53.8%
Royce & Associates, LLC (6) 1,028,145 6.4%
J. Landis Martin (7) 913,416 5.6%

Other Directors and Nominees
Norman N. Green (8) 32,500 ---
Dr. Gary C. Hutchison 2,500 ---
Dr. Albert W. Niemi, Jr. (9) 11,000 ---
Paul J. Zucconi (10) 8,000 ---

Other Executive Officers
Christian Leonhard (11) 24,000 ---
Robert E. Musgraves (12) 58,475 ---
Joan H. Prusse (13) 7,250 ---
Bruce P. Inglis (14) 2,500 ---

All Directors and Nominees and Executive Officers of the
Company as a group (12 persons) 12,368,967 64.7%
(3)(4)(5)(7)(8)(9)(10)(11)(12)(13)(14)(15)
------------

(1) All beneficial ownership is sole and direct unless otherwise noted.

(2) No percent of class is shown for holdings of less than 1%. For purposes of
calculating individual and group percentages, the number of shares treated
as outstanding for each individual includes stock options exercisable by
such individual (or all individuals included in the group) within 60 days
of the Record Date and shares each individual may acquire by conversion of
convertible securities.

(3) The ownership of TIMET Common Stock shown for Harold C. Simmons consists of
the following:

Number of Percent of
Name of Beneficial Owner Shares Class
------------------------ ------ -----
Tremont LLC 6,309,250 39.5%
Annette C. Simmons 2,666,666 14.3%
The Combined Master Retirement Trust 1,922,460 12.0%
Valhi, Inc. 380,700 2.4%
-------
11,279,076 60.4%

Annette C. Simmons (the spouse of Harold C. Simmons) and Valhi directly
hold 1,600,000 and 14,700 shares of the Company's Series A Preferred Stock,
respectively, which are convertible into 2,666,666 and 24,500 shares,
respectively, of TIMET Common Stock. Mr. Simmons may be deemed to share
indirect beneficial ownership of the shares of Series A Preferred Stock
that Ms. Simmons and Valhi directly hold. Mr. Simmons disclaims all such
beneficial ownership. The percentage ownership of TIMET Common Stock shown
for Mr. Simmons assumes the full conversion of only the shares of Series A
Preferred Stock held by Ms. Simmons and Valhi. The percentage ownership of
Ms. Simmons assumes the full conversion of only the shares of Series A
Preferred Stock held by Ms. Simmons. The percentage ownership of TIMET
Common Stock shown for Valhi assumes the full conversion of only the shares
of Series A Preferred Stock held by Valhi. The shares of Series A Preferred
Stock are not entitled to vote on matters submitted to the holders of TIMET
Common Stock prior to the conversion of shares of Series A Preferred Stock
into shares of TIMET Common Stock.

Valhi is the direct holder of 100% of the outstanding membership interests
of Tremont LLC. Valhi Group, Inc. (referred to herein as "VGI"), National
City Lines, Inc. (referred to herein as "National"), Contran, the Harold
Simmons Foundation, Inc. (referred to herein as the "Foundation"), the
Contran Deferred Compensation Trust No. 2 (referred to herein as the "CDCT
No. 2") and the CMRT are the direct holders of 77.6%, 9.1%, 3.7%, 0.9%,
0.4% and 0.1%, respectively, of the outstanding shares of Valhi's common
stock. National, NOA, Inc. (referred to herein as "NOA") and Dixie Holding
Company (referred to herein as "Dixie Holding") are the direct holders of
approximately 73.3%, 11.4% and 15.3%, respectively, of the outstanding
common stock of VGI. Contran and NOA are the direct holders of
approximately 85.7% and 14.3%, respectively, of the outstanding common
stock of National. Contran and Southwest Louisiana Land Company, Inc.
(referred to herein as "Southwest") are the direct holders of approximately
49.9% and 50.1%, respectively, of the outstanding common stock of NOA.
Dixie Rice Agricultural Corporation, Inc. (referred to herein as "Dixie
Rice") is the direct holder of 100% of the outstanding common stock of
Dixie Holding. Contran is the holder of 100% of the outstanding common
stock of Dixie Rice and approximately 88.9% of the outstanding common stock
of Southwest.

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 (referred to herein as the "Trusts"), of which Mr. Simmons is
the sole trustee, or is held by Mr. Simmons or persons or other entities
related to Mr. Simmons. As sole trustee of each of the Trusts, Mr. Simmons
has the power to vote and direct the disposition of the shares of Contran
stock held by each of the Trusts. Mr. Simmons, however, disclaims
beneficial ownership of any shares of Contran stock that the Trusts hold.

The CMRT directly holds approximately 12.0% of the outstanding shares of
TIMET Common Stock and 0.1% of the outstanding shares of Valhi's common
stock. Valhi established the CMRT as a trust to permit the collective
investment by master trusts that maintain the assets of certain employee
benefit plans adopted by Valhi and related companies, including TIMET.
Harold C. Simmons is the sole trustee of the CMRT and a member of the trust
investment committee for the CMRT. Valhi's board of directors selects the
trustee and members of the trust investment committee for the CMRT. Harold
C. Simmons, Glenn R. Simmons and Steven L. Watson are each members of
Valhi's board of directors and participants in one or more of the employee
benefit plans that invest through the CMRT. Each such person, however,
disclaims beneficial ownership of any shares the CMRT holds, except to the
extent, if any, of his individual, vested beneficial interest in the assets
the CMRT holds.

The Foundation directly holds approximately 0.9% of the outstanding shares
of Valhi's common stock. The Foundation is a tax-exempt foundation
organized for charitable purposes. Harold C. Simmons is the Chairman of the
Board of the Foundation and may be deemed to control the Foundation. Steven
L. Watson is Vice President, Secretary and a director of the Foundation.
Messrs. Simmons and Watson, however, disclaim beneficial ownership of any
shares of Valhi's common stock held by the Foundation.

The CDCT No. 2 directly holds approximately 0.4% of the outstanding shares
of Valhi's common stock. U.S. Bank National Association serves as the
trustee of the CDCT No. 2. Contran established the CDCT No. 2 as an
irrevocable "rabbi trust" to assist Contran in meeting certain deferred
compensation obligations that it owes to Harold C. Simmons. If the CDCT No.
2 assets are insufficient to satisfy such obligations, Contran is obligated
to satisfy the balance of such obligations as they come due. Pursuant to
the terms of the CDCT No. 2, Contran (i) retains the power to vote the
shares of Valhi's common stock held directly by the CDCT No. 2, (ii)
retains dispositive power over such shares and (iii) may be deemed the
indirect beneficial owner of such shares. Mr. Simmons, however, disclaims
beneficial ownership of the shares owned, directly or indirectly, by the
CDCT No. 2, except to the extent of his interest as a beneficiary of the
CDCT No. 2.

Valhi and a wholly owned subsidiary of TIMET are the direct holders of
83.1% and 0.5%, respectively, of the outstanding shares of common stock of
NL. NL and a subsidiary of NL directly own 3,522,967 shares and 1,186,200
shares, respectively, of Valhi's common stock. Pursuant to Delaware law,
Valhi treats the shares of Valhi's common stock that NL and the subsidiary
of NL own as treasury stock for voting purposes and for the purposes of
this note such shares are not deemed outstanding.

Annette C. Simmons is the spouse of Harold C. Simmons and the direct owner
of 1,600,000 shares of the Company's Series A Preferred Stock, 69,475
shares of NL's common stock and 43,400 shares of Valhi's common stock. Mr.
Simmons may be deemed to share indirect beneficial ownership of such
shares. Mr. Simmons disclaims all such beneficial ownership.

A trust, of which Harold C. Simmons and Annette C. Simmons are trustees and
the beneficiaries are the grandchildren of Ms. Simmons, is the direct
holder of 40,000 shares of Valhi's common stock. Mr. Simmons, as co-trustee
of this trust, has the power to vote and direct the disposition of the
shares of Valhi's common stock the trust holds. Mr. Simmons and his spouse
each disclaims beneficial ownership of any shares of Valhi's common stock
that this trust holds.

By virtue of the offices held, the stock ownership and his services as
trustee, all as described above, (a) Harold C. Simmons may be deemed to
control the entities described above and (b) Mr. Simmons and certain of
such entities may be deemed to possess indirect beneficial ownership of any
shares directly held by certain of such other entities. Mr. Simmons
disclaims beneficial ownership of the shares beneficially owned, directly
or indirectly, by any of such entities, except to the extent otherwise
expressly indicated in this note.

Glenn R. Simmons and Steven L. Watson are directors and/or officers of
Tremont LLC, NL, Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice,
Southwest and Contran. Each of such persons disclaims beneficial ownership
of any shares that any of such entities hold, whether directly or
indirectly.

The business address of Tremont LLC, Valhi, VGI, National, NOA, Dixie
Holding, Contran, the

CMRT, the Foundation and Harold C. Simmons and his spouse is Three Lincoln
Centre, 5430 LBJ Freeway, Suite 1700, Dallas, Texas 75240-2697. The
business address of Dixie Rice is 600 Pasquiere Street, Gueydan, Louisiana
70542. The business address of Southwest is 402 Canal Street, Houma,
Louisiana 70360.

(4) The shares of TIMET Common Stock shown as beneficially owned by Steven L.
Watson include (i) 7,500 shares that Mr. Watson may acquire upon the
exercise of stock options within 60 days of the Record Date under the
Director Compensation Plan, (ii) 6,309,250 shares directly held by Tremont
LLC, (iii) 380,700 shares directly held by Valhi (which figure includes
24,500 shares that represent the conversion of the 14,700 shares of Series
A Preferred Stock directly held by Valhi) and (iv) 1,922,460 shares of
TIMET Common Stock directly held by the CMRT. Mr. Watson disclaims
beneficial ownership of the shares of TIMET Common Stock and Series A
Preferred Stock directly held by Tremont LLC, Valhi and the CMRT.

(5) The shares of TIMET Common Stock shown as beneficially owned by Glenn R.
Simmons include (i) 5,000 shares that Mr. Simmons may acquire upon the
exercise of stock options within 60 days of the Record Date under the
Director Compensation Plan, (ii) 6,309,250 shares directly held by Tremont
LLC, (iii) 380,700 shares directly held by Valhi (which figure includes
24,500 shares that represent the conversion of the 14,700 shares of Series
A Preferred Stock directly held by Valhi) and (iv) 1,922,460 shares of
TIMET Common Stock directly held by the CMRT. Mr. Simmons disclaims
beneficial ownership of the shares of TIMET Common Stock and Series A
Preferred Stock directly held by Tremont LLC, Valhi and the CMRT.

(6) As reported in Amendment No. 1 to the Statement on Schedule 13G filed with
the SEC dated February 3, 2005. The address of Royce & Associates, LLC is
1414 Avenue of the Americas, New York, NY 10019.

(7) The shares of TIMET Common Stock shown as beneficially owned by J. Landis
Martin include (i) 206,500 shares that Mr. Martin may acquire upon the
exercise of stock options within 60 days of the Record Date under the TIMET
Stock Incentive Plan and (ii) 14,700 shares held by members of Mr. Martin's
immediate family, beneficial ownership of which is disclaimed by Mr.
Martin. Mr. Martin is also the direct holder of 103,000 shares of Series A
Preferred Stock. See "Ownership of Series A Preferred Stock" below. Such
shares of Series A Preferred Stock are convertible into 171,666 shares of
TIMET Common Stock, which amount is included in the TIMET Common Stock
ownership number shown for Mr. Martin.

(8) The shares of TIMET Common Stock shown as beneficially owned by Norman N.
Green include 2,500 shares that Mr. Green may acquire by the exercise of
stock options within 60 days of the Record Date under the Director
Compensation Plan.

(9) The shares of TIMET Common Stock shown as beneficially owned by Albert W.
Niemi, Jr. include 5,000 shares that Dr. Niemi may acquire upon the
exercise of stock options within 60 days of the Record Date under the
Director Compensation Plan.

(10) The shares of TIMET Common Stock shown as beneficially owned by Paul J.
Zucconi include 2,500 shares that Mr. Zucconi may acquire upon the exercise
of stock options within 60 days of the Record Date under the Director
Compensation Plan.

(11) The shares of TIMET Common Stock shown as beneficially owned by Christian
Leonhard include 13,400 shares that Mr. Leonhard may acquire upon the
exercise of stock options within 60 days of the Record Date under the TIMET
Stock Incentive Plan.

(12) The shares of TIMET Common Stock shown as beneficially owned by Robert E.
Musgraves include (i) 33,300 shares that Mr. Musgraves may acquire upon the
exercise of stock options within 60 days of the Record Date under the TIMET
Stock Incentive Plan and (ii) 100 shares held by members of Mr. Musgraves'
immediate family, beneficial ownership of which is disclaimed by Mr.
Musgraves.

(13) The shares of TIMET Common Stock shown as beneficially owned by Joan H.
Prusse include 3,500 shares that Ms. Prusse may acquire upon the exercise
of stock options within 60 days of the Record Date under the TIMET Stock
Incentive Plan.

(14) The shares of TIMET Common Stock shown as beneficially owned by Bruce P.
Inglis are held by Mr. Inglis and his wife as joint tenants.

(15) The shares of TIMET Common Stock shown as beneficially owned by "All
Directors and Nominees and Executive Officers as a group" include (i)
279,200 shares that members of this group may acquire by the exercise of
stock options within 60 days of the Record Date under the TIMET Stock
Incentive Plan or the TIMET Director Compensation Plan and (ii) 2,862,832
shares that members of this group have the right to acquire upon the
conversion of shares of Series A Preferred Stock. Under the TIMET Stock
Incentive Plan a grantee may not exercise out-of-the-money stock options.
However, the shares reflected in the table above include all vested and
outstanding stock options without regard to whether or not any such options
are in-the-money.

TIMET understands that Tremont LLC, Valhi and related persons or entities may
consider acquiring or disposing of shares of TIMET Common Stock, shares of
Series A Preferred Stock or the TIMET Trust Securities (referred to herein as
"BUCS" and described in "Ownership of BUCS" below) through open-market or
privately negotiated transactions, depending upon future developments,
including, but not limited to, the availability and alternative uses of funds,
the performance of TIMET Common Stock, the Series A Preferred Stock or BUCS in
the market, an assessment of the business of and prospects for TIMET, financial
and stock market conditions and other factors. TIMET may similarly consider such
acquisitions of shares of TIMET Common Stock, Series A Preferred Stock or BUCS
and acquisition or disposition of securities issued by related or unrelated
parties. TIMET does not, and understands that Tremont LLC also does not,
presently intend to engage in any transaction or series of transactions that
would result in TIMET Common Stock becoming eligible for termination of
registration under the Securities Exchange Act of 1934, as amended (referred to
herein as the "Exchange Act") or ceasing to be traded on a national securities
exchange.

Ownership of BUCS
The TIMET Capital Trust I (referred to herein as the "Capital Trust") is a
statutory business trust formed under the laws of the State of Delaware, all of
whose common securities are owned by TIMET. The BUCS represent undivided
beneficial interests in the Capital Trust. The Capital Trust exists for the sole
purpose of issuing the BUCS and investing in an equivalent amount of 6.625%
Convertible Junior Subordinated Debentures due 2026 (referred to herein as the
"Subordinated Debentures") of TIMET. In August 2004, the Company completed an
exchange offer pursuant to which the Company offered to exchange all of the
4,024,830 outstanding BUCS issued by the Capital Trust for shares of Series A
Preferred Stock at the exchange rate of one share of Series A Preferred Stock
for each BUCS. After the exchange offer of the Series A Preferred Stock for the
BUCS, 115,717 BUCS remain outstanding. These BUCS are convertible,

at the option of the holder thereof, into an aggregate of approximately 77,472
shares of TIMET Common Stock at a conversion rate of 0.6695 share of TIMET
Common Stock for each BUCS. TIMET has, in effect, fully and unconditionally
guaranteed repayment of all amounts due on the BUCS.

The BUCS were issued pursuant to an offering exempt from registration under the
Securities Act of 1933, as amended (referred to herein as the "Securities Act").
Pursuant to an agreement with the original purchasers of the BUCS, TIMET has
filed a registration statement under the Securities Act to register, among other
things, the BUCS, the Subordinated Debentures, the TIMET Common Stock issuable
upon the conversion of the BUCS, and certain other shares of TIMET Common Stock
that are held by, or may be acquired by, Tremont LLC. The BUCS are a publicly
traded security under the ticker symbol "TMCXP.PK." No director, nominee for
director or executive officer of TIMET is known to hold any BUCS.

Ownership of Series A Preferred Stock
Based upon the 3,909,103 BUCS tendered and accepted for exchange as of the close
of the Company's exchange offer on August 31, 2004, the Company issued 3,909,103
shares of Series A Preferred Stock in exchange for the tendered BUCS. The Series
A Preferred Stock is convertible, at the option of the holder thereof, into an
aggregate of approximately 6,515,171 shares of TIMET Common Stock at a
conversion rate of one and two-thirds shares of TIMET Common Stock for each
share of Series A Preferred Stock. The Series A Preferred Stock was issued in a
registered offering, and is a publicly traded security under the ticker symbol
"TIELP.PK." Other than as set forth under notes (3), (4), (5) and (7), to the
table under the heading "Ownership of TIMET Common Stock" above, no director,
nominee for director or executive officer of TIMET is known to hold any shares
of Series A Preferred Stock.

Ownership of Valhi Common Stock
By virtue of the share ownership described above, for purposes of the SEC's
regulations, Valhi may be deemed to be the parent of TIMET. The following table
and accompanying notes set forth the beneficial ownership, as of the Record
Date, of Valhi's common stock ($.01 par value per share) held by (i) each
director or nominee for director of TIMET, (ii) each executive officer listed in
the Summary Compensation Table who is not a director or nominee for director of
TIMET and (iii) all executive officers and all directors and nominees for
director of TIMET as a group. All information has been taken from or is based
upon, ownership filings made by such persons with the SEC or upon information
provided by such persons to TIMET.

Ownership of Valhi Common Stock
Valhi Common Stock
---------------------------------------------
Amount and Nature
of Percent of
Name of Beneficial Owner Beneficial Ownership (1) Class (2)
------------------------ ------------------------------ --------------

Directors and Nominees
Harold C. Simmons (3) 109,740,846 91.8%
Steven L. Watson (4) 109,771,309 91.8%
Glenn R. Simmons (5) 108,628,110 90.9%
J. Landis Martin 100 ---
Norman N. Green -0- ---
Dr. Gary C. Hutchison -0- ---
Dr. Albert W. Niemi, Jr. -0- ---
Paul J. Zucconi -0- ---

Other Executive Officers
Christian Leonhard -0- ---
Robert E. Musgraves -0- ---
Joan H. Prusse -0-
Bruce P. Inglis -0- ---

All Directors and Nominees and Executive Officers
of the Company as a group (12 persons) (3)(4)(5)
109,873,056 91.8%
-------------

(1) All beneficial ownership is sole and direct unless otherwise noted.

(3) The ownership of Valhi's common stock shown for Harold C. Simmons consists
of the following:

Percent of
Name of Beneficial Owner Number of Shares Class
------------------------ --------- ------ -----

Harold C. Simmons 3,383 ---
Valhi Group, Inc. 92,739,554 77.6%
National City Lines, Inc. 10,891,009 9.1%
Contran Corporation 4,424,900 3.7%
The Harold Simmons Foundation, Inc. 1,044,200 ---
The Contran Deferred Compensation Trust No. 2 439,400 ---
The Combined Master Retirement Trust 115,000 ---
Annette C. Simmons 43,400 ---
Annette Simmons Grandchildren's Trust 40,000 ---
------
109,740,846 91.8%

For information concerning individuals and entities that may be deemed to
indirectly beneficially own those shares of Valhi common stock directly
held by VGI, National, Contran, the Foundation, the CDCT No. 2 and the
CMRT, see note (3) to the table under heading "Ownership of TIMET Common
Stock" above.

Mr. Simmons disclaims beneficial ownership of all of these shares except
for those shares directly held by him.

(4) The shares of Valhi's common stock shown as beneficially owned by Steven L.
Watson include (i) 100,000 shares that Mr. Watson may acquire upon the
exercise of stock options within 60 days of the Record Date under stock
option plans adopted by Valhi, (ii) 2,035 shares held in an individual
retirement account for Mr. Watson and (iii) 92,739,554 shares directly held
by VGI, 10,891,009 shares directly held by National, 4,424,900 shares held
by Contran, 1,044,200 shares directly held by the Foundation, 439,400
shares directly held by the CDCT No. 2 and 115,000 shares directly held by
the CMRT. Mr. Watson disclaims beneficial ownership of the shares of Valhi
common stock directly held by VGI, National, Contran, the Foundation, the
CDCT No. 2 and the CMRT.

(5) The shares of Valhi's common stock shown as beneficially owned by Glenn R.
Simmons include (i) 2,383 shares held in an individual retirement account
for Mr. Simmons, (ii) 800 shares held in an individual retirement account
for Mr. Simmons' spouse and (iii) 92,739,554 shares directly held by VGI,
10,891,009 shares directly held by National, 4,424,900 shares directly held
by Contran, 439,400 shares directly held by the CDCT No. 2 and 115,000
shares directly held by the CMRT. Mr. Simmons disclaims beneficial
ownership of the shares of Valhi common stock held in his spouse's
retirement account and the shares of Valhi common stock directly held by
VGI, National, Contran, the CDCT No. 2 and the CMRT.

EXECUTIVE COMPENSATION

Summary of Cash and Certain Other Compensation of Executive Officers
The following table and accompanying notes set forth certain information
regarding the compensation earned, paid or accrued by TIMET to (i) TIMET's Chief
Executive Officer and (ii) TIMET's other executive officers serving as executive
officers at the end of the last completed fiscal year, in each case for services
rendered during each of the fiscal years 2002, 2003 and 2004 (regardless of the
year in which actually paid).

SUMMARY COMPENSATION TABLE (1)(2)

Annual Compensation

Other Annual
Compensation All Other
Name and Principal Position Year Salary ($)(3) Bonus ($) Compensation ($) (5)
--------------------------- ---- ------------- ------ ---- --------------------
($)(4)

Executive Officers
J. Landis Martin 2004 308,654 430,000 -0- 32,974
Chairman of the Board,
President and Chief Executive
Officer

2003 250,000 -0- -0- 20,905
2002 500,000 -0- 131(6) 19,491

Harold C. Simmons 2004 1,007,000(7) -0- -0- -0-
Vice Chairman of the Board
2003 n/a n/a n/a n/a
2002 n/a n/a n/a n/a

Christian Leonhard (8) 2004 301,087 266,910 -0- 25,153(9)
Chief Operating Officer -
Europe
2003 250,446 -0- -0- 77,115(9)
2002 250,000 30,000 -0- 42,948(9)

Robert E. Musgraves (8) 2004 230,865 205,000 -0- 24,482
Chief Operating Officer -
North America
2003 225,000 -0- 15,488
80,000(10)
2002 250,000 110,000 -0- 15,521

Joan H. Prusse (8) 2004 200,000 82,000 -0- 16,859
Vice President, General
Counsel and Secretary
2003 194,014 -0- 7,488
25,000(11)
2002 159,320 -0- 8,680
33,728(11)

Bruce P. Inglis 2004 195,000 79,950 -0- 22,822(9)
Vice President - Finance,
Corporate Controller and
Treasurer
2003 127,500 -0- -0- 60,832(9)
2002 n/a n/a n/a 59,945(9)

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

(1) Columns required by the regulations of the SEC that would contain no
entries have been omitted.

(2) J. Landis Martin and Robert E. Musgraves also served as executive officers
of Tremont Corporation for a portion of 2003 prior to the Tremont Merger
and during 2002. Joan H. Prusse also served as an officer of Tremont
Corporation in 2002, in 2003 prior to the Tremont Merger and has continued
to provide services to Tremont LLC since the Tremont Merger pursuant to
intercorporate services agreements. The amounts shown as salary and bonus
for Mr. Martin, Mr. Musgraves and Ms. Prusse represent the full amount paid
by TIMET for services rendered by such

persons on behalf of both TIMET and Tremont Corporation during 2004, 2003 and
2002. Pursuant to an intercorporate services agreement, Tremont Corporation was
obligated to reimburse TIMET for a portion of the TIMET salary and regular bonus
of each of Mr. Martin, Mr. Musgraves and Ms. Prusse (approximately 10% in 2002
and a prorated portion of 10% for 2003 for service prior to the Tremont Merger
for each of Mr. Martin and Mr. Musgraves and approximately 20% in 2004, 2003 and
2002 for Ms. Prusse), and a proportionate share of applicable estimated fringe
benefits and overhead expense for each, as follows:

Year Martin Musgraves Prusse
---- ------ --------- ------
2004 -0- -0- $49,600
2003 $7,500 $9,150 $48,115
2002 $60,000 $33,600 $39,511

(3) Effective January 1, 2003, Mr. Martin, Mr. Leonhard and Mr. Musgraves
voluntarily reduced their salaries (from $500,000 to $250,000 for Mr.
Martin and from $250,000 to $225,000 for Mr. Leonhard and Mr. Musgraves).
Following his relocation to Europe in July 2003, Mr. Leonhard was paid in
euros at a rate of (euro)236,250 per year. In February 2004, the
Compensation Committee voted to restore these salaries to their
pre-reduction levels after the Company had reported positive quarterly net
income for two consecutive quarters commencing in 2004. Accordingly, the
salaries of Mr. Martin, Mr. Leonhard and Mr. Musgraves were restored to
$500,000, (euro)262,500 and $250,000, respectively, effective October 1,
2004 after the Company had reported positive quarterly net income for the
second and third quarters of 2004. The amount included as salary for Mr.
Leonhard that was paid in euros was converted to dollars for purposes of
this table at an exchange rate of (euro)1 = $1.17 for 2003 (the average
exchange rate for the period of 2003 during which Mr. Leonhard was paid in
euros) and at an exchange rate of (euro)1 = $1.24 for 2004 (the average
exchange rate for 2004).

(4) Under TIMET's variable incentive compensation plan (referred to herein as
the "Employee Cash Incentive Plan"), Mr. Leonhard, Mr. Musgraves, Ms.
Prusse and Mr. Inglis are entitled to receive annual awards based upon
TIMET's financial performance and the assessed performance of the
individual. In 2004, Mr. Leonhard, Mr. Musgraves, Ms. Prusse and Mr. Inglis
received awards under the Employee Cash Incentive Plan of $234,360,
$180,000, $62,000 and $60,450, respectively, for service in 2004 and
special bonus awards of $32,550, $25,000, $20,000 and $19,500,
respectively, under a special one-time incentive program tied to achieving
a significant improvement over annual operating plan income in 2004 that
affected approximately 125 senior level employees who were subject to a
salary freeze during 2003-2004. In 2003, Mr. Leonhard and Mr. Musgraves
were each eligible to receive individual performance awards under the
Employee Cash Incentive Plan. However, each elected to forego such award
because of the existence of the salary freeze applicable to senior-level
salaried employees and the unavailability of incentive compensation for
such employees. For 2002, Mr. Leonhard and Mr. Musgraves were each awarded
$30,000 under the individual performance portion of the Employee Cash
Incentive Plan but chose to defer payment of such award (without interest).
Under SEC rules, these earned amounts are required to be shown in the
"Bonus" column for 2002 even though not actually paid. The Board of
Directors has approved payment of the 2002 bonuses in 2005.

In lieu of participating in the Employee Cash Incentive Program, Mr. Martin
participates in TIMET's Senior Executive Cash Incentive Plan (referred to
herein as the "Senior Executive Cash Incentive Plan") which provides for
payments based solely upon TIMET's financial performance. No payments were
made under this plan to Mr. Martin during 2002 or 2003. Mr. Martin received
an award of $380,000 for 2004 service under this plan based upon the
Company's return on equity

of 15.2%. Mr. Martin also received a special bonus award of $50,000 for
2004 service under the special 2004 incentive program discussed above.

(5) Except as otherwise indicated in note (8) below, "All Other Compensation"
amounts represent (i) matching contributions made or accrued by TIMET
pursuant to the savings feature of TIMET's Retirement Savings Plan
(suspended from April 2003 to April 2004), (ii) retirement contributions
made or accrued by TIMET pursuant to the Retirement Savings Plan, (iii)
life insurance premiums paid by TIMET and (iv) long-term disability
insurance premiums paid by TIMET, as follows:

Year Martin Leonhard Musgraves Prusse Inglis

Savings Match 2004 9,540 -0- 9,540 9,307 9,075
($) 2003 462 -0- 462 372 -0-
2002 2,468 -0- 2,000 1,593 n/a

Retirement 2004 15,741 -0- 8,542 6,000 5,850
Contribution 2003 12,750 -0- 8,325 5,820 3,825
($) 2002 10,200 -0- 7,400 5,791 n/a

Life 2004 -0- 5,644 1,299 940 2,382
Insurance ($) 2003 -0- 2,124 1,600 684 1,238
2002 -0- 1,620 1,599 684 n/a

Long-Term 2004 7,693 -0- 5,101 612 612
Disability 2003 7,693 4,733 5,101 612 459
Insurance ($) 2002 6,923 -0- 4,522 612 n/a

Under the terms of the TIMET universal life insurance plan, Mr. Musgraves,
Mr. Inglis and Ms. Prusse are entitled to the cash surrender value of their
individual policies. As of the Record Date, the cash surrender value was
$5,515 under Mr. Musgraves' policy. Mr. Inglis and Ms. Prusse have yet to
accrue any cash surrender value under their respective policies. Mr.
Leonhard's policy has no cash surrender value.

(6) The amounts shown as "Other Annual Compensation" for Mr. Martin in 2002
represents $131 of above market interest paid on a special bonus awarded to
Mr. Martin in 2001 and paid in 2001 and 2002 for his efforts in achieving a
favorable settlement of certain significant litigation.

(7) For all of 2004, Harold C. Simmons was an employee of Contran. Mr. Simmons
became Vice Chairman of the Board of the Company effective August 31, 2004
and provides executive officer services to the Company pursuant to the
intercorporate services agreement between Contran, Tremont LLC and the
Company effective January 1, 2004 (referred to herein as the "Contran
ISA"). The amount shown in the "Salary" column for 2004 consists of
$1,000,000 in fees the Company paid to Contran pursuant to the Contran ISA
related to the services Mr. Simmons rendered to the Company in 2004 and
$7,000 in fees the Company paid to Mr. Simmons for his services as a
director in 2004.

(8) In 2000, Mr. Musgraves and Mr. Leonhard each received an award of 20,000
shares of restricted TIMET Common Stock, and Ms. Prusse received an award
of 3,750 shares of restricted TIMET Common Stock. The restrictions lapsed
as to 20% of such shares on each of the first five anniversaries of such
grant date. Any shares as to which restrictions have not lapsed are subject
to forfeiture in the event of the termination of the individual's
employment with TIMET (for reasons other than death, disability or
retirement). Holders of restricted stock are entitled to vote and

receive dividends with respect to such shares prior to the date
restrictions lapse thereon. As of December 31, 2004, Mr. Musgraves held
4,000 shares of restricted TIMET Common Stock, and Ms. Prusse held 750
shares of restricted TIMET Common Stock (valued at $96,560 and $18,105,
respectively, at the $24.14 per share closing price of TIMET Common Stock
on such date). In connection with his relocation to Europe in 2003, Mr.
Leonhard's remaining unvested grant of restricted stock was cancelled and
replaced with a grant of "phantom" restricted stock on identical terms
except payable in cash rather than shares of TIMET Common Stock. The value
of Mr. Leonhard's remaining, unvested phantom stock award was $96,560 as of
December 31, 2004.

(9) The amounts shown as "All Other Compensation" for Mr. Leonhard include
$19,509 in 2004, $70,258 in 2003 and $41,328 in 2002 paid to or on behalf
of Mr. Leonhard in connection with his foreign assignments (including
housing and car allowance, tax equalization payments, relocation costs and
income taxes with respect to certain of such payments). The amounts shown
as "All Other Compensation" for Mr. Inglis include $4,903 in 2004 and
$55,310 in 2003 paid to or on behalf of Mr. Inglis for relocation costs and
tax return preparation services and $59,945 paid to or on behalf of Mr.
Inglis in 2002 for salary continuance, housing allowance, life insurance
premiums and tax return preparation services in connection with his
departure from TIMET UK Limited in 2001.

(10) In 2001, the TIMET Board of Directors awarded Mr. Musgraves a bonus in
recognition of his special efforts in achieving a favorable settlement of
certain significant litigation on behalf of the Company. A portion of this
amount was paid in 2001 at the time of the award. The balance would be
earned and payable in two equal installments in 2002 and 2003, subject to
Mr. Musgraves' continued employment with TIMET. One such installment of
$80,000 was earned and paid in May 2002 (reflected in the "Bonus" column
for 2002), and the other installment was earned in May 2003. However, Mr.
Musgraves elected to defer payment of the final installment of $80,000
(without interest) owing to the Company's financial circumstances at that
time. Under SEC rules, this earned amount is required to be shown in the
"Bonus" column for 2003 even though not paid at that time. The Company paid
the final installment of $80,000 in the fourth quarter of 2004.

(11) Ms. Prusse was also awarded a bonus in 2001 pertaining to the settlement of
the same significant litigation on terms similar to those described for Mr.
Musgraves' award in note (10). The amounts shown in the "Bonus" column for
Ms. Prusse for 2002 and 2003 reflect the second and third installments of
her 2001 bonus award, which installments of $25,000 each were earned and
paid subject to her continued employment with TIMET in 2002 and 2003.

Stock Option/SAR Grants in Last Fiscal Year
No stock options or stock appreciation rights (referred to herein as "SARs")
were granted under the TIMET Stock Incentive Plan in 2004.

Stock Option Exercises and Holdings
The following table and accompanying notes provide information, with respect to
the executive officers of TIMET listed in the "Summary Compensation Table"
above, concerning the exercise of TIMET stock options during the last fiscal
year and the value of unexercised TIMET stock options held as of December 31,
2004. No SARs have been granted under the TIMET Stock Incentive Plan.

Aggregated Option Exercises in 2004 and 12/31/04 Option Values

Number of Securities Value of Unexercised
Underlying In-the-Money
Unexercised Options Options at
at 12/31/04 (#) 12/31/04 ($)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable
---- -------------- ------------ ------------- --------------

J. Landis Martin -0- -0- 250,000/25,000 $1,038,100/$173,500
Harold C. Simmons -0- -0- -0-/-0- -0-/-0-
Christian Leonhard -0- -0- 13,400/-0- $33,480/-0-
Robert E. Musgraves -0- -0- 33,300/-0- $83,700/-0-
Joan H. Prusse -0- -0- 3,500/-0- $16,400/-0-
Bruce P. Inglis -0- -0- -0- -0-/-0-

Severance Arrangements and Employment Agreements
In 1999, the Company adopted a policy that remains applicable to Mr. Martin, Mr.
Leonhard and Mr. Musgraves, providing that the following payments will be made
to each such individual in the event his employment is terminated by TIMET
without cause (as defined in the policy) or such individual terminates his
employment with TIMET for good reason (as defined in the policy): (i) one times
such individual's annual TIMET base salary paid in the form of salary
continuation, (ii) prorated bonus for the year of termination and (iii) certain
other benefits.

Mr. Leonhard may be eligible for benefits under a statutory French indemnity
program, pursuant to which he would receive (at his option and in lieu of any
benefits under the foregoing executive severance policy) a severance payment
equal to one year's salary payable by TIMET Savoie (in addition to any
unemployment benefits he might be entitled to receive under the French
governmental program).

Mr. Leonhard is party to an Amendment to Employment Contract executed as of
November 25, 2003 and amended effective January 1, 2005 with TIMET and its
affiliate TIMET Savoie. Under this Contract Mr. Leonhard is seconded or assigned
by TIMET Savoie to TIMET in the capacity of Director of European Operations and
performs duties commensurate with that position. This Contract provided that Mr.
Leonhard's annual gross salary was payable at a rate of (euro)236,250 (which was
increased by the Compensation Committee to (euro)262,500 per year effective
October 1, 2004 after the Company had reported positive quarterly net income for
the second and third quarters of 2004) and provides for certain other benefits
customary for executives of his position. Effective January 1, 2005, this annual
gross salary rate was increased to (euro)315,000.

Equity Compensation Plan Information
The following table provides information, as of December 31, 2004, with respect
to compensation plans and arrangements under which equity securities of TIMET
are authorized for issuance. All of TIMET's current equity compensation plans
have been approved by TIMET's common stockholders.

Column (A) Column (B) Column (C
-------------- ------------- ---------------
Number of securities
remaining available for
Number of Securities to Weighted-average future issuance under
be issued upon exercise exercise price of equity compensation plans
of outstanding options, outstanding options, (excluding securities
warrants, and rights warrants and rights reflected in Column (A))
-------------------- ------------------- -----------------------
Plan Category

Equity compensation plans
approved by security
holders 534,040 $35.84 923,700

Equity compensation plans
not approved by security
holders - - - - - - - - -

Total 534,040 $35.84 923,700

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The information contained in this report shall not be deemed "soliciting
material" or "filed" with the SEC, or subject to the liabilities of Section 18
of the Exchange Act, except to the extent the Company specifically requests that
the material be treated as soliciting material or specifically incorporates this
report by reference into a document filed under the Securities Act or the
Exchange Act.

The Compensation Committee of the Company's Board of Directors presents the
following report on executive compensation.

The Compensation Committee is composed of directors who are neither officers nor
employees of the Company, its subsidiaries or affiliates and who are not
eligible to participate in any of the employee benefit plans administered by it.
The Compensation Committee reviews and recommends compensation policies and is
responsible for approving all compensation paid directly by the Company to the
Company's executive officers other than compensation matters involving the Chief
Executive Officer (the "CEO"). Any action regarding compensation matters
involving the CEO is reviewed and approved by the Board after recommendation by
the Compensation Committee.

Compensation Program Objectives
The Compensation Committee believes that the Company's primary goal is to
increase stockholder value, as measured by dividends paid on, and appreciation
in the value of, the Company's equity securities. It is the Compensation
Committee's policy that compensation programs be designed to attract, retain,
motivate and reward employees, including executive officers, who can lead the
Company in accomplishing this goal. It is also the Compensation Committee's
policy that compensation programs tie a large component of cash compensation to
the Company's financial results, creating a performance-oriented environment
that rewards employees for achieving pre-set financial performance levels and
increasing stockholder value, thereby contributing to the long-term success of
the Company.

During 2004, the Company's compensation program with respect to its executive
officers, including the CEO, consisted of two primary components: base salary
and variable compensation based upon Company and, in certain cases, individual
performance.

Base Salaries of Executive Officers other than Chief Executive Officer
The Compensation Committee, in consultation with the CEO, reviews base salaries
for the executive officers other than the CEO generally no more frequently than
annually. The CEO's recommendation and the Compensation Committee's actions
regarding base salaries are generally based primarily upon a subjective
evaluation of past and potential future individual performance and
contributions, changes in individual responsibilities, and alternative
opportunities that might be available to the executives in question, as well as
compensation data from companies employing executives in positions similar to
those whose salaries were being reviewed, as well as market conditions for
executives in general with similar skills, background and performance, both
inside and outside of the metals industry (including companies contained in the
peer group index plotted on the Performance Graph following this report), and
other companies with similar financial and business characteristics as the
Company or where the executive in question has similar responsibilities. Based
upon the condition of the business and the outlook at that time, Mr. Leonhard
and Mr. Musgraves, the Company's two Chief Operating Officers, voluntarily
agreed to reduce their salaries from $250,000 to $225,000 beginning in 2003. Mr.
Leonhard's annual compensation rate was modified from $225,000 to (euro)236,250
upon his return to Europe in mid-2003. The salaries of Mr. Leonhard and Mr.
Musgraves were restored to (euro)262,500 and $250,000, respectively, effective
October 1, 2004 after the Company had reported positive quarterly net income for
the second and third quarters of 2004. The base salaries of Ms. Prusse and Mr.
Inglis were frozen during 2003-2004 based upon conditions

of the business and outlook at that time.

The amount shown in the "Salary" column in the Summary Compensation Table for
Mr. Simmons includes both amounts paid to him by the Company for his services as
a director and an allocated portion of the total fee paid by TIMET to Contran
under the Contran ISA for provision of services to TIMET. In 2004, the Contran
ISA was approved by the independent members of TIMET's Board of Directors.

Base Salary of Chief Executive Officer
Based upon the condition of the business and the outlook at that time, Mr.
Martin voluntarily reduced his salary from $500,000 to $250,000 beginning in
2003. Mr. Martin's salary was restored to $500,000 effective October 1, 2004
after the Company had reported positive quarterly net income for the second and
third quarters of 2004.

Cash Incentive Plans
Awards under TIMET's Employee Cash Incentive Plan represent a significant
portion of the potential annual cash compensation to employees of TIMET and
consist of a combination of awards based on the financial performance of TIMET
and, in some cases, on individual performance. All of the Company's executive
officers, other than Mr. Simmons and Mr. Martin, were eligible to receive
benefits under the Employee Cash Incentive Plan for 2004.

The component of the awards that is based on the financial performance of TIMET
depends upon TIMET's achieving certain pre-set return on equity (ROE) goals,
which the Company believes should increase stockholder value over time if they
are met. Performance levels are tied to the Company's corporate-wide ROE as
follows:

Performance
ROE Level
--------------------------------
less than 3% --
3%-6% A
6%-12% B
12%-24% C
over 24% D

In 2004, the Company achieved a return on equity of 15.2%, as calculated under
the Employee Cash Incentive Plan, resulting in a "C" level Company-performance
based payout.

Mr. Leonhard, Mr. Musgraves, Ms. Prusse and Mr. Inglis received awards under the
Employee Cash Incentive Plan of $234,360, $180,000, $62,000 and $60,450,
respectively, for service in 2004 and special bonus awards of $32,550, $25,000,
$20,000 and $19,500, respectively, under a special one-time incentive program
tied to achieving a significant improvement over annual operating plan income in
2004 that affected approximately 125 senior level employees who were subject to
a salary freeze during 2003-2004 (reflected in the Summary Compensation Table).

In 1996, the Board established the Senior Executive Cash Incentive Plan, which
was approved by the Company's stockholders in 1997. The Board subsequently
amended this plan in 2004. This plan was applicable only to Mr. Martin in 2004.
The Senior Executive Cash Incentive Plan provided for payments based solely upon
Company performance ranging between 0% for corporate returns on equity of less
than 3% up to 150% of base salary for corporate returns on equity of 30% or
greater. Mr. Martin received an award of $380,000 for 2004 under this plan based
upon the Company's return on equity of 15.2%. Mr. Martin also received a special
bonus award of $50,000 for 2004 under the special 2004 incentive program
discussed above.

Mr. Simmons is not eligible for awards under any of the Company's Cash Incentive
Plans, the special one-time incentive program or the Profit Sharing Plan. Apart
from the foregoing plans, the Compensation Committee or the Board may from time
to time award such other bonuses as the Compensation Committee or Board deems
appropriate from time to time under its general authority or under a separate
discretionary plan.

Profit Sharing Plan
In 2004, the Board replaced both the Employee Cash Incentive Plan and the Senior
Executive Cash Incentive Plan with a new Profit Sharing Plan that is applicable
to certain of the Company's employees, including Messrs. Martin, Leonhard,
Musgraves and Inglis and Ms. Prusse. Potential awards under the Profit Sharing
Plan are a function of both individual performance ratings and Company
performance, which is based on TIMET's achievement of certain pre-set operating
income targets. The new Profit Sharing Plan became effective January 1, 2005.
However, the Board agreed that for transition purposes, if the Company meets its
forecasted operating income target for 2005, eligible employees would receive
awards for 2005 service under the higher paying of the Profit Sharing Plan on
the one hand, or the Employee Cash Incentive Plan or Senior Executive Cash
Incentive Plan on the other hand, as the case may be.

Long-Term Incentive Compensation
The Compensation Committee recognizes the value of long-term incentive
compensation that provides a benefit over an extended period of time. The
Compensation Committee has, from time to time, used the TIMET Stock Incentive
Plan to provide long-term incentives in the form of grants of stock options and
restricted stock to executive officers who are also employees. No grants of
stock options or restricted stock were made in 2004. In the future, the
Compensation Committee may also consider using long-term cash incentives tied to
performance or other criteria.

Tax Code Limitation on Executive Compensation Deductions
In 1993, Congress amended the Internal Revenue Code to impose a $1 million
deduction limit on compensation paid to the CEO and the four other most highly
compensated executive officers of public companies, subject to certain
transition rules and exceptions for compensation received pursuant to
non-discretionary performance-based plans approved by such company's
stockholders. The Company's stockholders previously approved both the TIMET
Stock Incentive Plan and the Senior Executive Cash Incentive Plan in 1997. The
Compensation Committee understands that payments made pursuant to the TIMET
Stock Incentive Plan qualify for exemption from the deductibility limit as
"performance-based compensation," but payments made under the Senior Executive
Cash Incentive Plan would not at the present time because of the lack of current
stockholder approval (the plan must be re-approved by the stockholders at least
every five years). The Profit Sharing Plan is being submitted to stockholders
for their approval in this Proxy Statement. (See Proposal II- Profit Sharing
Plan.) The Compensation Committee does not currently believe that any other
existing compensation plan of the Company could give rise to a deductibility
limitation at current executive compensation levels. The Compensation Committee
intends to periodically review the compensation plans of the Company to
determine whether further action in respect of this limitation is warranted.

The foregoing report on executive compensation has been furnished by the
Company's Management Development and Compensation Committee of the Board of
Directors.

Management Development and Compensation Committee
Dr. Gary C. Hutchison, Chairman
Norman N. Green
Dr. Albert W. Niemi, Jr.

PERFORMANCE GRAPH

Set forth below is a line graph comparing, for the period December 31, 1999
through December 31, 2004, the cumulative total stockholder return on TIMET
Common Stock against the cumulative total return of (a) the S&P Composite 500
Stock Index and (b) a self-selected peer group, comprised solely of RTI
International Metals, Inc. (NYSE: RTI), the principal U.S. competitor of TIMET
in the titanium metals industry for which meaningful stockholder return
information is available. The graph shows the value at December 31 of each year,
assuming an original investment of $100 in each and reinvestment of cash
dividends and other distributions to stockholders.

Comparison of Cumulative Return among Titanium Metals Corporation,
S&P Composite 500 Stock Index and Self-Selected Peer Group

[GRAPH]

The information contained in the performance graph shall not be deemed
"soliciting material" or "filed" with the SEC, or subject to the liabilities of
Section 18 of the Exchange Act, except to the extent the Company specifically
requests that the material be treated as soliciting material or specifically
incorporates this performance graph by reference into a document filed under the
Securities Act or the Exchange Act.

AUDIT COMMITTEE REPORT

The Audit Committee of the Company's Board of Directors is comprised of three
directors and operates under a written charter adopted by TIMET's Board. All
members of the Audit Committee meet the independence standards established by
the Board, the NYSE and the Sarbanes-Oxley Act of 2002. The Board adopted
revisions to the Audit Committee's charter in February 2004. The revised Audit
Committee charter was included as Appendix A to the Company's 2004 Proxy
Statement and is posted in the Investor Information -- Corporate Governance
section of TIMET's website at www.timet.com.

TIMET's management is responsible for preparing TIMET's consolidated financial
statements in accordance with accounting principles generally accepted in the
United States of America ("GAAP"), establishing and maintaining internal control
over financial reporting (as defined in the Exchange Act Rule 13a-15(f)) and
evaluating the effectiveness of such internal control over financial reporting.
TIMET's independent accountant is responsible for auditing TIMET's consolidated
financial statements in accordance with the standards of the Public Company
Accounting Oversight Board (United States) (referred to herein as "PCAOB") and
for expressing an opinion on the conformity of TIMET's financial statements with
GAAP. The independent accountant is also responsible for auditing TIMET's
internal control over financial reporting in accordance with such standards and
for expressing an opinion on (i) management's assessment of the effectiveness of
its internal control over financial reporting and (ii) the effectiveness of its
internal control over financial reporting. The Audit Committee assists TIMET's
Board in fulfilling its responsibility to oversee management's implementation of
TIMET's financial reporting process. In its oversight role, the Audit Committee
reviewed and discussed the audited financial statements with management and with
PricewaterhouseCoopers LLP ("PwC"), TIMET's independent accountant for 2004.

We have met privately with PwC and discussed any issues raised by PwC, including
the matters required to be discussed by Statement of Auditing Standards No. 61,
Communication With Audit Committee, as modified or supplemented. PwC has
provided to the Audit Committee written disclosures and the letter required by
Independence Standards Board No. 1, Independence Discussions with Audit
Committees, as modified or supplemented, and the Audit Committee discussed with
PwC that firm's independence. The Audit Committee also concluded that PwC's
provision of non-audit services to TIMET and its subsidiaries is compatible with
PwC's independence.

Based upon the foregoing considerations, the Audit Committee recommended to
TIMET's Board that the audited financial statements be included in TIMET's
Annual Report on Form 10-K for 2004.

The foregoing report is submitted by members of the Audit Committee of the Board
of Directors.

Audit Committee
Dr. Albert W. Niemi, Jr., Chairman
Dr. Gary C. Hutchison
Paul J. Zucconi

INDEPENDENT PUBLIC ACCOUNTANT MATTERS

Independent Accountant
PwC served as TIMET's independent accountant for the year ended December 31,
2004 and is expected to be appointed to review TIMET's quarterly unaudited
consolidated financial statements to be included in its Quarterly Reports on
Form 10-Q for the first three quarters of 2005, to audit TIMET's annual
consolidated financial statements for the year ending December 31, 2005 and to
audit TIMET's internal control over financial reporting in accordance with such
standards and for expressing an opinion on (i) management's assessment of the
effectiveness of its internal control over financial reporting and (ii) the
effectiveness of its internal control over financial reporting. Representatives
of PwC are expected to attend the Annual Meeting. They will have the opportunity
to make a statement if they desire to do so and will be available to respond to
appropriate questions.

Audit Committee Pre-Approval Procedures
The Audit Committee has adopted policies and procedures for pre-approving all
work performed by the Company's independent accountant. The Audit Committee
requires specific pre-approval prior to the engagement of the independent
accountant for the following audit and audit-related services:

o Annual audits of the Company's consolidated financial statements,
attestation services associated with TIMET's system of internal
control over financial reporting and other services associated with
TIMET's Annual Report on Form 10-K;
o Quarterly review procedures associated with the Company's unaudited
interim consolidated financial statements and other services
associated with the Company's Quarterly Reports on Form 10-Q;
o Services associated with registration statements filed by TIMET with
the SEC, including responding to SEC comment letters and providing
comfort letters;
o Statutory audits or annual audits of the annual financial statements
of subsidiaries of the Company;
o Quarterly review procedures of the interim financial statements of
subsidiaries of TIMET;
o Services associated with potential business acquisitions/dispositions
involving the Company;
o Any other services provided to TIMET not specifically described above
or otherwise pre-approved by the Audit Committee; and
o Any material changes in terms, conditions or fees with respect to the
foregoing resulting from changes in audit scope, TIMET structure or
other applicable matters.

The Audit Committee must also pre-approve any of the specific types of services
included within the following categories of audit, audit-related, tax and
international corporate governance services:

o Audit Services:

o Consultations with TIMET's management as to the accounting and/or
disclosure treatment of transactions or events and/or the actual
or potential impact of final or proposed rules, standards or
interpretations of the SEC, the Financial Accounting Standards
Board (referred to herein as "FASB"), the PCAOB or other
applicable U.S. or international regulatory or standard-setting
bodies; and
o Assistance with responding to SEC comment letters received by
TIMET other than in connection with any registration statement
filed with the SEC.

o Audit-Related Services:

o Consultations with the Company's management as to the accounting
and/or disclosure treatment of transactions or events and/or the
actual or potential impact of final or proposed rules, standards
or interpretations of the SEC, FASB, PCAOB or other applicable
U.S. or international regulatory or standard-setting bodies;

o Financial statement audits of employee benefit plans of TIMET or
its subsidiaries;
o Agreed-upon or expanded audit procedures related to the Company's
accounting records required to respond to or comply with
financial, accounting, legal, regulatory or contractual reporting
requirements; and
o Internal control reviews and assistance with internal control
reporting requirements of TIMET (to the extent permitted by
applicable rule or regulation).

o Tax Services:

o Consultations with the Company's management as to the tax
treatment of transactions or events and/or the actual or
potential tax impact of final or proposed laws, rules and
regulations in U.S. (federal, state and local) and international
jurisdictions;
o Consultations with the Company's management related to compliance
with existing or proposed tax laws, rules and regulations in U.S.
(federal, state and local) and international jurisdictions;
o Assistance in the preparation of and review of TIMET's U.S.
(federal, state and local) and international income, franchise
and other tax returns;
o Assistance with tax inquiries, audits and appeals of TIMET before
the U.S. Internal Revenue Service and similar state, local and
international agencies;
o Consultations with TIMET's management regarding domestic and
international statutory, regulatory or administrative tax
developments;
o Transfer pricing and cost segregation studies of the Company; and
o Expatriate tax assistance and compliance for TIMET and its
employees.

o Other Services:

o Assistance with corporate governance matters (including preparation of
board minutes and resolutions) and assistance with the preparation and
filing of documents (such as paperwork to register new companies or to
de-register existing companies) involving the Company with non-U.S.
governmental and regulatory agencies; provided, however, that the
non-U.S. jurisdiction in which such services are provided does not
require that the individual providing such service be licensed,
admitted or otherwise qualified to practice law.

The Audit Committee reviews service proposals for proposed work to be performed
by the independent accountant and, if acceptable to the Audit Committee, would
pre-approve those services for a specified fee limit or range. For any general
categories of services for which the Audit Committee may determine to
pre-approve a specific fee amount or range in the absence of a specific proposal
for services, an officer of TIMET is required to report the Company's incurring
or payment of such fees to the full Audit Committee at the first meeting of the
Audit Committee held subsequent to the engagement of the independent accountant
to provide any of those services.

The Audit Committee requires the use of engagement letters prior to the
engagement of TIMET's independent accountant for many of the foregoing services.
The Audit Committee also prohibits the use of the independent accountant for the
non-audit related services described under the terms of the SEC's rules on
accountant independence.

Fees Paid to PricewaterhouseCoopers LLP
The following table shows the approximate aggregate fees PwC has billed or is
expected to bill to TIMET and its subsidiaries for services rendered for 2003
and 2004.

Type of Fees 2003 2004
------------------------------------- ---- ----

Audit Fees (1)............................ $552,000 $2,169,700
Audit-Related Fees (2).................... 24,600 31,100
Tax Fees (3).............................. 44,300 47,900
All Other Fees (4)........................ -0- -0-
--------- ---

Total..................................... $620,900 $2,248,700
======== ==========
--------------------

(1) This category may include fees for the following services:

(a) audits of TIMET's consolidated year-end financial statements for each
year and audit of internal control over financial reporting for 2004;

(b) reviews of the unaudited quarterly financial statements appearing in
TIMET's Forms 10-Q for each of the first three quarters of each year;

(d) normally provided statutory or regulatory filings or engagements for
each year; and

(e) the estimated out-of-pocket costs PwC incurs in providing all of such
services for which TIMET reimburses PwC.

(2) This category may include fees for assurance and services reasonably
related to the audit or review of TIMET's financial statements for each
year. These services may include accounting consultations, attest services
concerning financial accounting and reporting standards, audits of employee
benefit plans and advice concerning management's assessment of the
effectiveness of internal control over financial reporting and the
effectiveness of internal control over financial reporting. All of the
services shown in the table above were pre-approved by the Audit Committee.

(3) This category may include fees for tax compliance, tax advice and tax
planning services. Of the services shown in the table above, approximately
20% were not pre-approved by the Audit Committee.

(4) The Company incurred no other fees from PwC in the last two fiscal years
for services not described in other categories.

PROPOSAL II
PROFIT SHARING PLAN

General
The Board of Directors believes that cash incentive compensation that is based
upon the Company's financial results is important both in order to attract and
retain high quality employees and also to provide incentives to such employees
to maximize the Company's financial performance and thereby increase stockholder
value. Consequently, in December 2004, the Compensation Committee recommended
and the Board authorized the 2005 Titanium Metals Corporation Profit Sharing
Plan (the "Profit Sharing Plan") to apply to all full-time employees who meet
the Profit Sharing Plan's eligibility requirements effective January 1, 2005.

In order that payments to certain highly compensated employees under the Profit
Sharing Plan qualify as "performance-based compensation" under the Internal
Revenue Code (referred to herein as the "Tax Code"), among other criteria, the
Profit Sharing Plan must be approved by stockholders of the Company at least
once every five years. The effect of such approval is solely that annual
aggregate compensation amounts paid to eligible plan participants in excess of
$1 million would qualify for tax deductibility by the Company as compensation
expense. Consequently, the Profit Sharing Plan is being presented to
stockholders for their consideration at the Annual Meeting.

The following summary of the Profit Sharing Plan is qualified in its entirety by
reference to the full text of the plan, a copy of which (excluding Schedules) is
attached to this Proxy Statement as Appendix A.

Summary Description of Plan
The individuals eligible to participate in the Profit Sharing Plan will be all
regular employees who are employed by the Company or any of its subsidiaries,
who are designated by the "Relevant Authority" (the person or group having
responsibility and authority over compensation matters for certain persons) as
being eligible and who meet the other eligibility requirements in Section IV of
the plan. Leased employees, independent contractors, agents, consultants, and
other persons having a similar arrangement with the Company are not eligible
employees under the plan. Except in the case of an eligible employee's death,
disability, retirement, active military leave during the year or otherwise as
required by law or contract, in order to be eligible to receive an award under
the plan, an eligible employee must be employed by the Company (i) on the last
day of the plan year for which the award is earned and (ii) on the date of
actual payment of the award in the calendar year following the plan year.
Currently, five executive officers (the five named executive officers listed in
the Summary Compensation Table above not including Mr. Simmons) and
approximately 1,250 employees who are not executive officers are eligible to
participate in the Profit Sharing Plan. Directors of the Company who are not
also employees are not eligible to participate in the Profit Sharing Plan.

Cash awards under the Profit Sharing Plan are based upon the Company's operating
income in a given year and on the performance rating of an individual employee
during the year. The Compensation Committee will recommend to the Board, and the
Board will approve, a minimum operating income level and maximum operating
income level for each plan year, which are generally expected to be the dollar
equivalent of 4% and 18%, respectively, of projected revenue in the Company's
annual operating plan for the plan year, but are subject to adjustment at the
Board's discretion. The minimum operating income level and maximum operating
income level will be announced to the employees as soon as practical after
approval.

In addition, each eligible employee will be assigned a minimum payout percentage
and maximum payout percentage based upon the employee's salary grade level and
individual performance rating. The minimum

payout percentage and maximum payout percentage for any given individual (or
group) may be modified by the officers or directors of the Company authorized by
the plan to make the modifications for that individual at any time and from time
to time; provided, however, that any change to the minimum payout percentage or
maximum payout percentage applicable to any highly-compensated employee must be
made no later than the ninetieth (90th) day of the given plan year. The Board
shall have no discretion to establish a performance goal that would result in an
award to any highly-compensated employee that is more than the award that would
have been earned by the highly compensated employee for the plan year based upon
the operating income targets and performance payout percentages that are in
effect as of the ninetieth (90th) day of the given plan year.

Awards are then calculated based upon actual operating income of the plan year
and individual performance rating as follows:

Actual Operating Income in Plan Year Award (as percentage of Eligible Earnings)
------------------------------------ ------------------------------------------
Less than minimum operating income level No award

Equal to or greater than minimum operating income Fully pro-rated percentage (rounded to the nearest
level but less than maximum operating income level 1/10th of a percent) between employee's minimum payout
percentage and maximum payout percentage based upon
(i) the Company's actual operating income
performance between minimum operating income level and
maximum operating income level and (ii) each employee's
individual performance rating

Equal to or greater than maximum operating income Based upon each employee's (i) maximum payout
level percentage and (ii) individual performance rating

For 2005 only, to transition from the Company's former incentive compensation
plans to the new Profit Sharing Plan, the Board of Directors has agreed that if
the Company meets the 2005 operating income target levels approved by the Board
of Directors in the Company's annual operating plan, eligible employees would
receive awards for 2005 service under the higher paying of the Profit Sharing
Plan or the Company's former incentive compensation plans.

The Compensation Committee (or such other committee as is designated by the
Board from time to time which consists of two or more independent members who
meet the requirements of Section 162(m) of the Tax Code) shall be responsible
for administration of the Profit Sharing Plan. Except as may otherwise be
required by Section 162(m) of the Tax Code as in effect from time to time, the
Compensation Committee, acting in its sole discretion and without the need for
any notice, at any time and from time to time, may modify or amend the Profit
Sharing Plan or suspend or terminate such plan in its entirety, except any
amendment that changes the material terms of the performance goals (or as
otherwise required by Section 162(m) of the Tax Code) will be subject to further
approval of the Company's stockholders.

Estimate of New Plan Benefits
Because amounts to be paid under the Profit Sharing Plan are not determinable at
this time, the table below provides an estimate of the amounts that would have
been received in 2004 if the plan had then been in effect by each of the
following: (i) each of the named executive officers listed in the Summary
Compensation Table, (ii) all current executive officers, as a group and (iii)
all employees including all current officers who are not executive officers, as
a group. In providing these estimates, the Company has made assumptions
regarding the minimum operating income level and maximum operating income level
that would have been established by the Board of Directors for 2004 and
regarding individual performance levels that would have been assessed.

2005 Titanium Metals Corporation Profit Sharing Plan (1)

Name and Position Dollar Value (2)
J. Landis Martin, Chairman of the Board, $404,200
President and Chief Executive Officer

Harold C. Simmons, Vice Chairman of the Board n/a (3)

Christian Leonhard, Chief Operating Officer - $186,600
Europe

Robert E. Musgraves, Chief Operating Officer - $130,700
North America

Joan H. Prusse, Vice President, General $66,700
Counsel and Secretary

Bruce P. Inglis, Vice President - Finance, $65,000
Corporate Controller and Treasurer

All current executive officers $853,200

All other employees including non-executive $7,100,000
officers

(1) Columns required by the regulations of the SEC that would contain no
entries have been omitted.

(2) The amounts that would have been paid in euros are converted to dollars at
an exchange rate of (euro)1 = $1.36, and amounts that would have been paid
in British pounds sterling are converted to dollars at an exchange rate of
(pound)1 = $1.91.

(3) Harold C. Simmons is not an eligible employee under the Profit Sharing
Plan and, therefore, not entitled to any award under the plan.

The affirmative vote of a majority of the shares of TIMET Common Stock present
(in person or by proxy) and entitled to vote at the meeting is necessary to
constitute approval of the Profit Sharing Plan by the stockholders. Persons and
entities related to Harold C. Simmons and J. Landis Martin have expressed their
intent to vote the shares of TIMET Common Stock that they hold, representing
approximately 57.1% of the shares of TIMET Common Stock issued and outstanding
and entitled to vote at the Annual Meeting, in favor of the Profit Sharing Plan.
Therefore, if all of such shares are voted as indicated, the Profit Sharing Plan
will be approved. The Board of Directors recommends a vote FOR the Profit
Sharing Plan.

CERTAIN RELATIONSHIPS AND TRANSACTIONS

Relationships with Related Parties
As set forth under the headings "Interests of Certain Persons" and "Security
Ownership of TIMET" above, TIMET may be deemed to be controlled by Harold C.
Simmons. Other entities that may be deemed to be controlled by or related to Mr.
Simmons including, without limitation, CompX, Contran, Dixie Holding, Dixie
Rice, Keystone, Kronos, National, NL, NOA, Southwest, Tremont LLC, Valhi and
VGI, sometimes engage in (a) intercorporate transactions with related companies
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 that resulted in the
acquisition by one related party of a publicly held, minority equity interest in
another related party. TIMET considers, reviews and evaluates, and understands
that Contran, Valhi, Keystone, NL, Kronos, CompX, Tremont LLC and related
entities also consider, review and evaluate, such transactions. Depending upon
the business, tax and other objectives then relevant, it is possible that TIMET
might be a party to one or more of such transactions in the future. It is the
policy of TIMET to engage in transactions with related parties on terms that
are, in the opinion of TIMET, no less favorable to TIMET than could be obtained
from unrelated parties.

The individuals listed below served during 2004 as officers or directors on
behalf TIMET and one or more entities that may be deemed to be an affiliate of
TIMET:

Name TIMET Position(s) Affiliated Position(s)
---- ----------------- ----------------------
Robert D. Graham Vice President and Vice President, General Counsel and Secretary of NL and
Assistant Secretary Kronos; Vice President, Assistant Secretary and Associate
General Counsel of CompX; Vice President and Assistant
Secretary of Valhi; Vice President of Contran and Tremont LLC

A. Andrew R. Louis Assistant Secretary Secretary and Associate General Counsel of
Contran, Valhi, Tremont LLC and CompX; Assistant
Secretary and Associate General Counsel of NL and
Kronos

Andrew B. Nace Assistant Secretary Assistant Secretary and Associate General Counsel of
Contran, Valhi, NL, Kronos, CompX and Tremont LLC

Bob D. O'Brien Vice President Vice President and Chief Financial Officer of Contran and
Valhi; Vice President and Treasurer of Tremont LLC

Joan H. Prusse Vice President, General Vice President of Tremont LLC
Counsel and Secretary

Harold C. Simmons Vice Chairman of the Director, Chairman of the Board and Chief Executive Officer
Board and director of NL and Kronos; director and Chairman of the Board of
Contran, Valhi and Tremont LLC

Glenn R. Simmons Director Director and Chairman of the Board of CompX; director and
Vice Chairman of the Board of Contran, Valhi and Tremont
LLC; director of NL and Kronos

Gregory M. Swalwell Vice President Vice President - Finance and Chief Financial Officer of NL
and Kronos; Vice President and Controller of Contran, Valhi
and Tremont LLC

Steven L. Watson Director Director, President and Chief Executive Officer of Valhi;
director and President of Contran and Tremont;
director and Vice Chairman of the Board of Kronos;
director of NL and CompX

John St. Wrba Vice President and Vice President and Treasurer of Contran, Valhi, NL and Kronos
Assistant Treasurer

TIMET understands that all such persons are expected to continue to serve in
such capacities in 2005. Such individuals divide their time among the companies
for which they serve as officers. Such management interrelationships and
intercorporate relationships may lead to possible conflicts of interest. These
possible conflicts of interest may arise from the duties of loyalty owed by
persons acting as corporate fiduciaries to

two or more companies under circumstances in which such companies may have
conflicts of interest. Prior to the Tremont Merger in 2003, certain directors
and officers of TIMET also served as directors and officers of Tremont
Corporation.

Although no specific procedures are in place that govern the treatment of
transactions among TIMET, Contran, Valhi, CompX, Keystone, Kronos, Tremont LLC
and NL, the board of directors of each of these companies (with the exception of
Contran and Tremont LLC, which are not public companies) includes one or more
independent directors. Additionally, under applicable principles of law, in the
absence of stockholder ratification or approval by directors who may be deemed
disinterested, transactions involving contracts among companies under common
control must be fair to all companies involved. Furthermore, directors and
officers owe fiduciary duties of good faith and fair dealing to stockholders of
all the companies for which they serve.

Contractual Relationships
Intercorporate Services Agreements
Under the terms of various intercorporate services agreements (referred to
herein as "ISAs") that TIMET has historically entered into with various related
parties, employees of one company provide certain management, tax planning,
financial, risk management, environmental, administrative, facility or other
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 of such persons and the
cost of facilities, equipment or supplies provided. These ISAs are regularly
reviewed and approved by the independent directors of the companies that are
parties to the agreements.

The Contran ISA covers the provision of services by Contran to TIMET and the
provision of services by TIMET to Tremont LLC and NL. Under the Contran ISA,
TIMET paid Contran approximately $1.3 million for the Contran services to TIMET,
and TIMET received a combined $0.1 million from Tremont LLC and NL in 2004. The
Contran ISA has been extended through 2005 on substantially the same terms, and
TIMET expects to pay Contran $1.5 million and receive a combined $0.1 million
from Tremont LLC and NL under the Contran ISA in 2005. See note (7) to the
Summary Compensation Table for information related to the compensation of Harold
C. Simmons for services performed for the Company in 2004.

Investments in Affiliated Entities
During the first nine months of 2004, TIMET, through a wholly-owned subsidiary,
purchased 2,212,820 shares of CompX Class A common shares, representing
approximately 14.6% of the total number of shares of all classes of CompX common
stock outstanding as of the Record Date. The purchases were made in a series of
open market or privately negotiated transactions with unaffiliated parties at an
aggregate cost of $32.0 million. At September 30, 2004, NL held an additional
68.4% of CompX. Effective on October 1, 2004, TIMET and NL contributed 100% of
their respective holdings on that date of all classes of CompX common stock to
CompX Group Inc. (referred to herein as "CGI") in return for a 17.6% and 82.4%
ownership interest in CGI, respectively, and CGI became the holder of the 83.0%
of CompX that the Company and NL had previously held in the aggregate. The CompX
shares are the sole assets of CGI. TIMET's shares of CGI are redeemable at the
option of TIMET based upon the market value of the underlying CompX stock held
by CGI. During the fourth quarter of 2004, the Company's wholly-owned subsidiary
purchased an additional 336,700 shares of CompX, and, as of December 31, 2004,
the Company held (directly and through its investment in CGI) approximately
16.8% of the total number of shares of all classes of CompX common stock
outstanding. None of the shares purchased subsequent to September 30, 2004 have
been, nor are expected to be, contributed to CGI. Harold C. Simmons owns 40,700
shares of CompX Class A common stock, and Mr. Simmons' spouse owns 20,000 shares
of CompX Class A common stock. Glenn R. Simmons is Chairman of the Board of
CompX and Steven L. Watson serves on CompX's board of directors.

As of the Record Date, TIMET, through a wholly owned subsidiary, has acquired
222,100 shares of the common stock of NL at an aggregate cost of approximately
$2.5 million. Such shares represent less than 1% of the shares of NL common
stock outstanding. Valhi is the direct holder of 40,305,931 (83.1%) of the
outstanding shares of common stock of NL. Harold C. Simmons is Chairman of the
Board and Chief Executive Officer of NL, and Glenn R. Simmons and Steven L.
Watson are directors of NL.

As of the Record Date, TIMET, through a wholly owned subsidiary, owned 3,985
shares of the common stock of Kronos, which it received as a dividends that were
paid by NL on the NL common stock. Such shares of Kronos common stock represent
less than 1% of the outstanding shares of Kronos' common stock. Valhi and NL are
the direct holders of 27,619,634 (56.4%) and 17,816,761 (36.4%), respectively,
of the outstanding shares of common stock of Kronos. Harold C. Simmons is
Chairman of the Board and Chief Executive Officer of Kronos, Steven L. Watson is
Vice Chairman of the Board and Glenn R. Simmons is a director of Kronos.

Utility Services
In connection with the operations of TIMET's Henderson, Nevada facility, TIMET
purchases certain utility services from Basic Management, Inc. and its
subsidiaries (referred to collectively herein as "BMI") pursuant to various
agreements. A wholly owned subsidiary of Tremont LLC owns approximately 32% of
the outstanding equity securities of BMI (representing 26% of the voting
securities of BMI). During 2004, fees for such utility services provided by BMI
to TIMET were approximately $2.6 million.

Sale and Lease-back of Real Property
In 2004, TIMET sold certain property located adjacent to its Henderson, Nevada
plant site to BMI for $12 million in cash, BMI's assumption of the liability for
certain environmental issues associated with the property and other
consideration. TIMET has leased back a portion of the property for use of
certain settling ponds located on the property until the Company completes
construction of a wastewater treatment facility on its Henderson plant site.

Titanium Dioxide Purchases
From time to time, TIMET purchases titanium dioxide from Kronos. Such purchases
are made at prevailing market prices for titanium dioxide and on an individual
purchase order basis. During 2004, TIMET's purchases of titanium dioxide from
Kronos were at a cost of approximately $132,028.

Environmental Service Agreement
In 2004, TIMET entered into an environmental services agreement with Waste
Control Specialists, LLC (referred to herein as "WCS"). A wholly owned
subsidiary of Valhi owns 100% of the membership interests in WCS. Under the
environmental services agreement, WCS will provide transportation and disposal
services for soil and sludge removed from portions of TIMET's Henderson, Nevada
facility. Payments under the agreement are based upon the amount in tons of soil
and sludge removed, which is difficult to estimate at this time. In 2004, fees
for WCS services were approximately $258,400. TIMET currently expects to pay WCS
between approximately $915,000 and $1,170,000 for services to be performed under
this agreement, which are expected to be completed in 2005.

Shareholders' Agreement
In 1996, prior to TIMET's initial public offering, TIMET, Tremont Corporation,
IMI, Plc and two of its affiliates, IMI Kynoch Ltd. and IMI Americas Inc. who
were the stockholders of TIMET at that time, entered into a shareholders'
agreement (referred to herein as the "Shareholders' Agreement"). Only TIMET and
Tremont LLC, as successor to Tremont Corporation, remain parties to the
Shareholders' Agreement. This agreement provides, among other things, that so
long as Tremont LLC continues to hold

at least 10% of the outstanding shares of TIMET Common Stock, TIMET will not,
without the approval of Tremont LLC, cause or permit the dissolution or
liquidation of itself or any of its subsidiaries or the filing by itself of a
petition in bankruptcy, or the commencement by TIMET of any other proceeding
seeking relief from its creditors. TIMET also agreed to provide certain periodic
information about TIMET and its subsidiaries to Tremont LLC, which right is
subject to confidentiality restrictions.

Registration Rights
Under the Shareholders' Agreement, Tremont LLC (as successor to Tremont
Corporation and the only remaining shareholder party) is entitled to certain
rights with respect to the registration under the Securities Act of the shares
of TIMET Common Stock that Tremont LLC holds. The Shareholders' Agreement
generally provides, subject to certain limitations, that (i) Tremont LLC has two
rights, only one of which can be on Form S-1, to require TIMET to register under
the Securities Act an amount of not less than $25 million of registrable
securities, and (ii) if TIMET proposes to register any securities under the
Securities Act (other than a registration on Form S-4 or Form S-8, or any
successor or similar form), whether or not pursuant to registration rights
granted to other holders of its securities and whether or not for sale for its
own account, Tremont LLC has the right to require TIMET to include in such
registration the registrable securities held by Tremont LLC or its permitted
transferees so long as Tremont LLC holds in excess of 5% of the outstanding
shares of TIMET Common Stock (or to sell the entire balance of any such
registrable securities even though less than 5%). TIMET is obligated to pay all
registration expenses in connection with a registration under the Shareholders'
Agreement. Under certain circumstances, the number of shares included in such a
registration may be limited. TIMET has agreed to indemnify the holders of any
registrable securities to be covered by a registration statement pursuant to the
Shareholders' Agreement, as well as the holders' directors and officers and any
underwriters and selling agents, against certain liabilities, including
liabilities under the Securities Act.

Insurance Matters
TIMET participates in a combined risk management program with Contran and
certain of its subsidiaries and affiliates. Pursuant to the program, Contran and
certain of its subsidiaries and affiliates, including TIMET, purchase certain of
their insurance policies as a group, with the costs of the jointly owned
policies being apportioned among the participating companies. Tall Pines
Insurance Company ("Tall Pines") (including a predecessor company, Valmont
Insurance Company) and EWI RE, Inc. ("EWI") provide for or broker these
insurance policies. Tall Pines is a wholly owned subsidiary of Valhi, and EWI is
a wholly owned subsidiary of NL. A son-in-law of Harold C. Simmons serves as
EWI's chairman of the board and chief executive officer and is compensated as an
employee of EWI. Consistent with insurance industry practices, Tall Pines and
EWI receive commissions from insurance and reinsurance underwriters for the
policies that they provide or broker.

During 2004, TIMET and its subsidiaries paid premiums of approximately $2.3
million for policies Tall Pines provided or EWI brokered. This amount
principally included payments for reinsurance and insurance premiums paid to
unrelated third parties, but also included commissions paid to Tall Pines and
EWI. TIMET expects that these relationships with Tall Pines and EWI will
continue in 2005.

With respect to certain of such jointly owned insurance 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, CompX, Keystone, Kronos, NL, Valhi and TIMET, entered into a loss
sharing agreement in 2003, under which any uninsured loss is shared by those
entities who have submitted claims under the relevant policy.

TIMET Executive Stock Ownership Loan Plan
Under TIMET's Executive Stock Ownership Loan Plan, approved by the TIMET Board
of Directors in 1998 and the TIMET stockholders in 2000, TIMET's executive
officers were entitled to borrow funds to purchase TIMET Common Stock or to pay
taxes payable with respect to vesting shares of TIMET restricted stock. Each
executive could borrow up to 50% of his or her base salary per calendar year and
200% of such base salary in the aggregate. Interest accrues at a rate equal to
.0625% per annum above TIMET's effective borrowing rate at the time of the loan,
subject to annual adjustment, and is payable quarterly. The effective interest
rate in 2004 was 3.2825%. Principal was repayable in five equal annual
installments commencing on the sixth anniversary of the loan. Repayment of the
loans was secured by the stock purchased with the loan proceeds or the stock for
which loan proceeds were used to pay taxes. The loans were "full recourse" to
the executive personally, except that in the case of a sale of all of the
collateral by TIMET upon an event of default or upon the termination of the
executive's employment, whether for cause or otherwise, the borrower's personal
liability for repayment of the loan was limited to 70% of the principal amount
remaining after sale and application of the proceeds from the sale of the stock.
TIMET terminated this program effective July 30, 2002, subject to continuing
only those loans outstanding at that time in accordance with their then-current
terms. The following table identifies the executive officers of TIMET who are
identified in the Summary Compensation Table above and who were indebted to
TIMET under this program during 2004, which debt was re-paid on December 2,
2004:

Maximum Principal Amount Principal Outstanding as of
Name Outstanding during 2004 ($) December 2, 2004($)
---- -------------------------- -------------------
Robert E. Musgraves 87,461 -0-

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires TIMET's executive officers,
directors, and persons who own beneficially more than 10% of a registered class
of TIMET's equity securities to file reports of ownership and changes in
ownership with the SEC and TIMET. Based solely on a review of copies of the
Section 16(a) reports furnished to TIMET and written representations by certain
reporting persons, TIMET believes that all of TIMET's executive officers,
directors and greater than 10% beneficial owners filed on a timely basis all
reports required during and with respect to the fiscal year ended December 31,
2004, except that, (i) Dr. Gary C. Hutchison filed a Form 4 on June 29, 2004
that reported one sale of TIMET Common Stock on March 24, 2004 and (ii) Harold
C. Simmons filed a Form 4 on January 10, 2005 that reported a series of
twenty-seven transactions by his spouse in TIMET Common Stock occurring from
February 14, 2003 to February 27, 2004.

STOCKHOLDER PROPOSALS FOR 2006 ANNUAL MEETING

Stockholders may submit proposals on matters appropriate for stockholder action
at TIMET's annual stockholder meetings, consistent with rules adopted by the
SEC. Such proposals must be received by TIMET no later than December 4, 2005 to
be considered for inclusion in the proxy statement and form of proxy relating to
the 2006 Annual Meeting of Stockholders. Any such proposals should be addressed
to: Corporate Secretary, Titanium Metals Corporation, 1999 Broadway, Suite 4300,
Denver, Colorado 80202.

OTHER MATTERS

The Board of Directors knows of no other business to be presented for
consideration at the Annual Meeting. If any other matters properly come before
the Annual Meeting, the persons designated as agents in the enclosed proxy card
or voting instruction form will vote on such matters in accordance with their
best judgment.

2004 ANNUAL REPORT ON FORM 10-K; HOUSEHOLDING

TIMET's 2004 Annual Report on Form 10-K, as filed with the SEC on March 16,
2005, is included as a part of TIMET's 2004 Annual Report which is included with
this mailing. Additional copies of such documents are available to stockholders
without charge upon request by telephone (303-296-5600) or in writing (Investor
Relations Department, Titanium Metals Corporation, 1999 Broadway, Suite 4300,
Denver, Colorado 80202).

The SEC has adopted rules that permit companies and intermediaries such as
brokers to satisfy the delivery requirements for proxy statements with respect
to two or more security holders sharing the same address by delivering a single
proxy statement addressed to those security holders. This process, which is
commonly referred to as "householding," potentially means extra convenience for
stockholders and cost savings for companies.

This year, a number of brokers with account holders who are TIMET stockholders
will be "householding" TIMET's proxy materials. A single proxy statement will be
delivered to multiple stockholders sharing an address unless contrary
instructions have been received from the affected stockholders. Once you have
received notice from your broker or from TIMET that either will be
"householding" communications to your address, "householding" will continue
until you are notified otherwise or until you revoke your consent. If at any
time, you no longer wish to participate in "householding" and would prefer to
receive a separate proxy statement, or if you currently receive multiple copies
of the proxy statement at your address and would like to request "householding"
of Company communications, please notify your broker if your shares are not held
directly in your name. If you own your shares directly rather than through a
brokerage account, you should direct your written request to the Corporate
Secretary, Titanium Metals Corporation, 1999 Broadway, Suite 4300, Denver,
Colorado 80202 or contact the Corporate Secretary by phone at 303-296-5600 or by
fax at 303-291-2990.

TITANIUM METALS CORPORATION

Denver, Colorado
April 8, 2005

APPENDIX A

2005 TITANIUM METALS CORPORATION
PROFIT SHARING PLAN
(Amended and Restated as of April 6, 2005)

I. PURPOSE

The purpose of the 2005 Titanium Metals Corporation Profit Sharing Plan is to
attract and retain high quality employees and executives and to provide
incentives to such employees and executives to maximize the annual financial
performance of Titanium Metals Corporation and its related entities and thereby
increase shareholder value. The 2005 Titanium Metals Corporation Profit Sharing
Plan is intended to qualify for the exception to the deduction limit under
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
for qualified "performance-based compensation."

II. EFFECTIVE DATE OF PLAN

The effective date of the Plan (as defined below) shall be January 1, 2005.

III. DEFINITIONS

(a) "Annual Operating Plan" shall mean the annual business operating plan of
the Company approved by the Board of Directors for a given fiscal year.

(b) "Board" shall mean the Board of Directors of the Company.

(c) "Compensation Committee" shall mean the committee comprised of two or more
directors of the Company which shall have the authority to administer the
Plan. No member of the Compensation Committee shall be a current employee
of the Company, a former employee who is currently receiving compensation
from the Company for prior services (other than benefits under a
tax-qualified retirement plan), a current or former officer of the Company,
or shall receive or have received remuneration from the Company within the
meaning of Treas. Reg. ss.1.162-27(e)(3), either directly or indirectly, in
any capacity other than as a director.

(d) "Company" shall mean Titanium Metals Corporation including its
subsidiaries.

(e) "Disability" shall mean disability by bodily injury or disease, either
occupational or nonoccupational in cause, permanently preventing, on the
basis of medical evidence satisfactory to the Company, the Eligible
Employee from engaging in any occupation or employment with the Company.

(f) "Eligible Earnings" shall mean the aggregate base earnings (as defined by
local pay practices or any applicable contract) actually paid to an
Eligible Employee with respect to a given Plan Year; provided, however,
that any amount of base earnings that a Eligible Employee would have
received in a given Plan Year but for a voluntary reduction in base
earnings (not related to reduced work hours) shall be included in the
determination of Eligible Earnings for such year.

(g) "Eligible Employee" shall mean all regular employees who are employed by
the Company, who are designated by the Relevant Authority as being eligible
and who meet the Plan's other

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eligibility requirements in Section IV of the Plan. Leased employees,
independent contractors, agents, consultants, and other persons having a
similar arrangement with the Company shall not be Eligible Employees.

(h) "Highly-Compensated Employee" shall mean an Eligible Employee whose
aggregate annual compensation could exceed the maximum limit for
deductibility established under Section 162(m) of the Internal Revenue
Code.

(i) "Maximum Operating Income Level" shall mean the Operating Income level
established from time to time by the Board in a Plan Year above which no
additional Performance-Based Compensation Awards shall be payable.

(j) "Maximum Payout Percentage" shall mean the maximum percentage of Eligible
Earnings of an Eligible Employee set from time to time by the Relevant
Authority that will result in a Performance-Based Compensation Award
pursuant to Section V of the Plan.

(k) "Minimum Operating Income Level" shall mean the minimum Operating Income
level established from time to time by the Board which must be achieved by
the Company in a Plan Year before any Performance-Based Compensation Awards
are payable under the Plan.

(l) "Minimum Payout Percentage" shall mean the minimum percentage of Eligible
Earnings of an Eligible Employee set from time to time by the Relevant
Authority that will result in a Performance-Based Compensation Award
pursuant to Section V of the Plan.

(m) "Operating Income" shall mean the Company's publicly reported, consolidated
operating income, determined in accordance with generally accepted
accounting principles.

(n) "Performance-Based Compensation Award" shall mean the cash award as
determined by the application of Section V of the Plan.

(o) "Plan" shall mean the 2005 Titanium Metals Corporation Profit Sharing
Plan, as amended and restated from time to time.

(p) "Plan Year" shall mean the 12 consecutive month period coinciding with the
Company's fiscal year.

(q) "Relevant Authority" shall mean any of the following, as appropriate: for
compensation matters pertaining to the Company's Chief Executive Officer,
the Relevant Authority shall be the members of the Board who constitute
"outside" directors under Section 162(m) of the Internal Revenue Code; for
compensation matters pertaining to the Company's Chief Operating Officers,
the Relevant Authority shall be the Compensation Committee; for
compensation matters pertaining to all other employees of the company, the
Relevant Authority shall be the Company's Chief Executive Officer.

(r) "Retirement" shall mean the voluntary termination of employment (other than
relating to death or Disability) of an Eligible Employee with a minimum of
twenty-five (25) years of service to the Company.

A-2

IV. ELIGIBILITY

Except in the case of an Eligible Employee's death, Disability, Retirement,
active military leave during the Plan Year or otherwise as required by law or
contract, in order to be eligible to receive a Performance-Based Compensation
Award under the Plan, an Eligible Employee must be employed by the Company (i)
on the last day of the Plan Year and (ii) on the date of actual payment of the
Performance-Based Compensation Award in the calendar year following the Plan
Year. Performance-Based Compensation Awards will be payable annually in a single
cash payment, which will be made, at the discretion of the Company's management
with regard to timing but generally no later than March 15 of the year following
a Plan Year (subject to completion of the company's audit for a given Plan Year
and the certification required by Section VI below). However, in the event an
Eligible Employee is not employed on the last day of the Plan Year or on the
date of actual payment of the Performance-Based Compensation Award in the
calendar year following the Plan Year because of such Eligible Employee's death,
Disability, Retirement or active military leave, any payment of a
Performance-Based Compensation Award made in accordance with Section V shall be
paid to the Eligible Employee's estate or to the Eligible Employee at the time
the other Performance-Based Compensation Awards are paid to other Eligible
Employees under the Plan.

V. Setting of Performance Goals and Calculation of Performance-Based
Compensation Awards

(a) Performance-Based Compensation Awards shall be based upon a
combination of the Company's Operating Income and an Eligible
Employee's individual performance rating during each Plan Year. No
Performance-Based Compensation Awards shall be payable if the
Company's Operating Income is less than the Minimum Operating Income
Level. Performance-Based Compensation Awards shall be payable solely
in accordance with the schedules determined and published from time to
time by the Relevant Authority. Provided, however, that no
Performance-Based Compensation Award for any Eligible Employee shall
exceed $3,000,000 for a Plan Year.

(b) The Compensation Committee will recommend to the Board, and the Board
will approve, the Minimum Operating Income Level and Maximum Operating
Income Level for the Plan Year which are generally expected to be the
dollar equivalent of 4% and 18%, respectively, of projected revenue in
the Annual Operating Plan for the Plan Year, but are subject to
adjustment at the Board's discretion. The Minimum Operating Income
Level and Maximum Operating Income Level will be announced to the
Eligible Employees as soon as practical after approval.

(c) Each Eligible Employee will be assigned a Minimum Payout Percentage
and Maximum Payout Percentage based upon such employee's salary grade
level and individual performance rating. Schedule A attached hereto
and incorporated herein by reference contains the Payout Percentages
for all Eligible Employees that shall be effective as of January 1,
2005. The Minimum Payout Percentage or Maximum Payout Percentage for
any given individual (or group) may be modified by the Relevant
Authority at any time and from time to time; provided, however, that
any change to the Minimum Payout Percentage or Maximum Payout
Percentage applicable to any Highly-Compensated Employee must be made
no later than the ninetieth (90th) day of the given Plan Year.

(d) The Board shall have no discretion to establish a performance goal
that would result in a Performance-Based Compensation Award to any
Highly-Compensated Employee that is more than the Performance-Based
Compensation Award that would have been earned by such
Highly-Compensated Employee for such Plan Year based upon the Schedule
A in effect as of the ninetieth (90th) day of the given Plan Year.

A-3

(e) Performance-Based Compensation Awards shall be calculated as follows:

Actual Operating Income in Plan Year Award (as percentage of Eligible Earnings)

Less than Minimum Operating Income Level No award

Equal to or greater than Minimum Operating Fully pro-rated percentage (rounded to the
Income Level but less than Maximum Operating nearest 1/10th of a percent) between Eligible
Income Level Employee's Minimum Payout Percentage
and Maximum Payout Percentage based Operating Income
performance between Minimum Operating Income
Level and Maximum Operating Income
Level and (ii) each Eligible Employee's
individual performance rating

Equal to or greater than Maximum Operating Income Based upon each Eligible Employee's (i) Maximum
Level Payout Percentage and (ii) individual
performance rating

An example illustrating the calculation of Performance-Based Compensation Awards
is included at Schedule B attached hereto.

VI. Certification by Compensation Committee

Notwithstanding any other provision of the Plan to the contrary, no
Performance-Based Compensation Award may be paid to an Eligible Employee under
the Plan until the Compensation Committee certifies in writing that the Company
has achieved an Operating Income at least equal to the Minimum Operating Income
Level set in accordance with Section V(b) above, and that all of the other
conditions under the Plan for payment of the award have been met. For the
purposes of this Section, the approved minutes of the Compensation Committee
meeting in which the certification is made shall be treated as a written
certification.

VII. Administration

(a) The Plan shall be administered by the Compensation Committee. The
Compensation Committee shall have full authority to construe,
interpret and administer the Plan consistent with the Compensation
Committee's Charter in effect from time to time and with the
limitations set forth in this Plan document. For such administrative
purposes, the Compensation Committee shall act by the unanimous
consent of all of its members. If any administrative matter under the
Plan would constitute or involve action affecting the award to be made
to a Highly-Compensated Employee, such matter shall be administered by
members of the Board who constitute "outside" directors under Section
162(m) of the Internal Revenue Code.

(b) The Compensation Committee shall have the authority to amend the Plan
at any time without notice, provided that any amendment which changes
the material terms (as defined by applicable law or regulation) of the
performance goals applicable to any Highly-Compensated

A-4

Employee shall be subject to the approval of the Company's shareholders.
The Relevant Authority may revise the terms of the performance goals set
forth in Schedule A which must be met before Performance-Based Compensation
Awards may be paid under the Plan; provided, however, that revised
performance goals applicable to any Highly-Compensated Employee must be
approved by the stockholders of the Company before such amendment is
effective. The material terms of a performance goal shall be approved by
stockholders if, in a separate vote, a majority of the shares present (in
person or by proxy) and entitled to vote on the issue are cast in favor of
approval. The Compensation Committee shall have the authority to suspend or
terminate the Plan at any time without notice.

VIII. MISCELLANEOUS

(a) The Plan is not a contract of employment. No term of the Plan shall be
construed to restrict the right of the Company to terminate or change
the terms of any Eligible Employee's employment with the Company at
any time or to confer on any Eligible Employee the right to continue
in the employ of the Company for any period of time or to continue any
Eligible Employee's present or any other rate of compensation. No
Eligible Employee shall have any right to future participation in the
Plan.

(b) No right or interest of any Eligible Employee in the Plan shall be
assignable or transferable or be subject to any lien, directly, by
operation of law, or otherwise, including by execution, levy,
garnishment, attachment, pledge, or bankruptcy.

(c) The Company shall have the right to deduct from all payments under the
Plan any foreign, federal, state or local taxes required by law to be
withheld with respect to any such payments.

(d) This instrument contains the entire understanding between the Company
and the Eligible Employees participating in the Plan relating to the
Plan, and supersedes any prior agreement between the parties, whether
written or oral. Neither this Plan nor any provision of the Plan may
be waived, modified, amended, changed, discharged or terminated
without action by the Compensation Committee or the Board, as
appropriate.

(e) This Plan shall be construed in accordance with, and shall be governed
by the internal laws of the State of Colorado without regard to the
conflict of laws provisions thereof.

(f) To the extent that any one or more of the provisions of the Plan shall
be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions shall not in
any way be affected or impaired.

(g) The section headings are for convenience only and shall not be used in
interpreting or construing the Plan.

A-5

[LOGO]

TITANIUM METALS CORPORATION
1999 Broadway, Suite 4300
Denver, Colorado 80202

PROXY

TITANIUM METALS CORPORATION
1999 Broadway, Suite 4300
Denver, Colorado 80202

Proxy for Annual Meeting of Stockholders
May 23, 2005

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Joan H. Prusse and Matthew O'Leary, and
each of them, proxy and attorney-in-fact for the undersigned, with full
power of substitution, to vote on behalf of the undersigned at the 2005
Annual Meeting of Stockholders (the "Annual Meeting") of Titanium Metals
Corporation, a Delaware corporation ("TIMET"), to be held at the offices of
Valhi, Inc. located at Three Lincoln Centre, 5430 LBJ Freeway, Suite 1700,
Dallas, Texas on Monday, May 23, 2005, at 1:00 p.m. (local time), and at
any adjournment or postponement of said Annual Meeting, all of the shares
of Common Stock ($.01 par value) of TIMET standing in the name of the
undersigned or which the undersigned may be entitled to vote on the matters
described on the reverse side of this card.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
TITANIUM METALS CORPORATION. PLEASE COMPLETE, SIGN, DATE AND MAIL THIS
PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.

(Continued and to be signed on the reverse side)

ANNUAL MEETING OF STOCKHOLDERS OF
TITANIUM METALS CORPORATION
May 23, 2005

Please date, sign and mail your proxy card in the envelope provided as
soon as possible.

Please detach along perforated line and mail in the envelope provided.

The Board of Directors recommends a vote "FOR" the election of each of the
director nominees listed in Item 1 and "FOR" proposal 2. Please sign, date and
return promptly in the enclosed envelope. Please mark your vote in blue or black
ink as shown here [X]

1. Election of Eight Directors Nominees:

[ ] For All Nominees o Norman N. Green
o Dr. Gary C. Hutchison
[ ] Withhold Authority o J. Landis Martin
For All Nominees o Dr. Albert W. Niemi, Jr.
o Glenn R. Simmons
[ ] For All Except o Harold C. Simmons
(See instructions below) o Steven L. Watson
o Paul J. Zucconi

INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"For All Except" and fill in the circle next to each nominee you
wish to withhold, as shown here: ?

2. Approval of the Titanium Metals Corporation 2005 Profit Sharing Plan.

[ ] FOR [ ] AGAINST [ ] ABSTAIN
-------

3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting and any adjournment or
postponement thereof.

This proxy, if properly executed, will be voted in the manner directed herein.
If no direction is made, this proxy will be voted "FOR" all nominees listed in
Item 1 above and "FOR" approval of the proposal set forth in Item 2.

The undersigned hereby revokes all proxies heretofore given by the undersigned
to vote at such meeting and any adjournment or postponement thereof.

Check this box if you consent to delivery of all future corporate
communications, including proxy statements and annual reports to stockholders,
electronically through TIMET's Internet Website. ?

To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that changes
to the registered name(s) on the account may not be submitted via this method. ?

Signature of Stockholder _______________ Date: ______
Signature of Stockholder ________________ Date: _______

Note: Please sign exactly as your name or names appear on this proxy.
When shares are held jointly, each holder should sign. When
signing as executor, administrator, attorney, trustee or
guardian, please give full title as such. If the signer is a
corporation, please show full corporate name and sign authorized
officer's name, giving full title as such. If signer is a
partnership, please show full partnership name and sign
authorized person's name and title.