Valhi (VHI) 8-K Entry into a Material Definitive Agreement

		Exhibit 99.1
	Valhi, Inc. and Subsidiaries
Index to Unaudited Pro Forma Condensed Consolidated Financial Statements
			Page
Unaudited Pro Forma Condensed Consolidated Balance Sheet -
December 31, 2006			F-2
Notes to Unaudited Pro Forma Condensed Consolidated			F-3
Balance Sheet
Unaudited Pro Forma Condensed Consolidated Statement of Income -
Year ended December 31, 2006			F-4
Notes to Unaudited Pro Forma Condensed Consolidated Statement
of Income			F-5
These unaudited pro forma condensed consolidated financial statements should be
read in conjunction with our historical consolidated financial statements. These
unaudited pro forma condensed consolidated financial statements are not necessarily
indicative of our consolidated financial position or results of operations as they may
be in the future.
F - 1

		Valhi, Inc. and Subsidiaries
		Pro Forma Condensed Consolidated Balance Sheet
		December 31, 2006
		(In thousands)
		(Unaudited)
		Pro forma adjustments
	Historical	I	II	III	IV	V	Pro forma
Cash and equivalents	$189,153	$ -	$ -	$ -	$ -	$ -	$189,153
Other current assets	590,204	-	-	-	-	-	590,204
Investment in TIMET	264,302	(264,302)	10,470	55,924	-	-	66,394
Other assets	1,761,067	-	-	-	-	-	1,761,067
	$2,804,726	($264,302)	$10,470	$55,924	$ -	$ -	$2,606,818
Taxes payable to affiliate	$ -	$ -	$ -	$ -	$521,600	($521,600)	$0
Other current liabilities	253,262	-	-	-	-	-	253,262
Noncurrent deferred income taxes	479,161	(48,345)	-	-	20,200		451,016
Other noncurrent liabilities	1,081,828	-	-	-	-	-	1,081,828
Minority interest	123,696	-	-	-	-	-	123,696
Stockholders equity:
Preferred stock	-	-	-	-	-	521,600	521,600
Common stock at par value	1,189	-	-	-	-	-	1,189
Additional paid-in capital	107,444	-	-	-	-	-	107,444
Retained earnings	839,188	(221,982)	10,470	-	(522,227)	-	105,449
Accumulated other comprehensive
income (loss)	(43,100)	6,025	-	55,924	(19,573)	-	(724)
Treasury stock	(37,942)	-	-	-	-	-	(37,942)
Total stockholders' equity	866,779	(215,957)	10,470	55,924	(541,800)	521,600	697,016
	$2,804,726	($264,302)	$10,470	$55,924	$0	$0	$2,606,818
				F-2

		Valhi, Inc. and Subsidiaries
Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet
		(Unaudited)
Note 1 - Basis of presentation:
We have prepared the Unaudited Pro Forma Condensed Consolidated Balance Sheet
assumming the following transactions, more fully described elsewhere in this Current Report
on Form 8-K, had occurred on December 31, 2006:
*	Our distribution of shares of TIMET common stock to our
	stockholders in a pro-rata distribution.
*	Our issuance to Contran of 5,000 shares of Valhi 6% Series A
	Preferred Stock in exchange for the satisfaction of our income
	tax liability generated from the distribution of TIMET shares.
Note 2 - Pro forma adjustments:
I -	Reflect our distribution of shares of TIMET common stock
	to our stockholders in a pro-rata distribution. We will
	account for this distribution by reducing our equity for the
	carrying value of our shares of TIMET common stock, net
	of applicable deferred income taxes, that we distribute to
	our stockholders. We will also reverse the accumulated
	amount of other comprehensive income items we have
	recognized with respect to our investment in TIMET, net of
	applicable deferred income taxes.
II -	As discussed in our Annual Report on Form 10-K for the
	year ended December 31, 2006, NL Industries, Inc., one
	of our majority-owned subsidiaries, owns shares of our common
	stock. Under Delaware corporation law, NL receives dividends
	on these shares. Therefore, NL will receive a portion of the
	TIMET shares we will distribute to our stockholders. The
	TIMET shares we distribute to NL will initially be reflected in
	our Consolidated Balance Sheet at our carryover basis.
	This pro forma adjustment reinstates the carrying value of the TIMET
	shares that will be distributed to NL at our carryover basis.
	However, since we expect that following the distribution NL will only own
	approximately 1% of the total number of TIMET common
	shares outstanding, following the distribution we and NL will
	account for these TIMET shares as an available-for-sale
	marketable security carried at fair value. See pro forma adjustment III.
III -	Increase the carrying value of the TIMET shares that will be
	distributed to NL to their aggregate fair market value, based on the December
	31, 2006 quoted market price for TIMET common stock of $29.51
	per share.
IV -	Recognize the current income tax liability that will be generated from our
	distribution of the TIMET shares. At December 31, 2006, Valhi had a net operating
	loss carryforward for U.S. federal income tax purposes (approximately $20.2 million
	tax effected), and the amount of the current income tax liability that will be
	generated from the distribution will be reduced by the amount of such
	carryforward. The amount of the current income tax liability as presented herein
	is based on the December 31, 2006 quoted market price for TIMET common stock.
	The actual current income tax liability that will be generated will be based on the
	quoted market price of TIMET common stock on the actual date of distribution.
V -	Record the settlement of the current income tax liablity generated
	from the distribution of the shares of TIMET common stock through
	our issuance to Contran of 5,000 shares of Valhi 6% Series A preferred
	stock.
			F-3

	Valhi, Inc. and Subsidiaries
	Pro Forma Condensed Consolidated Statement of Income
	Year ended December 31, 2006
	(In thousands)
	(Unaudited)
				Pro forma adjustments
		Historical		I			II			Pro forma
Revenues and other income:
Net sales	$	1,481,363	$	-		$	-		$	1,481,363
Other, net		89,971		-			-			89,971
Equity in earnings of:
TIMET		101,157		(101,157	)		-			-
Other		3,751		-			-			3,751
Total revenues and other income		1,676,242		(101,157	)		-			1,575,085
Costs and expenses:
Cost of sales		1,139,439		-			-			1,139,439
Selling, general and administrative		229,417		-			-			229,417
Loss on prepayment of debt		22,311		-			-			22,311
Interest		67,607		-			-			67,607
Total costs and expenses		1,458,774		-			-			1,458,774
Income before income taxes		217,468		(101,157	)		-			116,311
Provision for income taxes		63,835		(35,405	)		-			28,430
Minority interest in after-tax earnings		11,951		-			-			11,951
Net income		141,682		(65,752	)		-			75,930
Preferred stock dividends		-		-			31,296			31,296
Net income available to
common stockholders	$	141,682		($65,752	)		($31,296	)	$	44,634
Weighted average shares of
common stock outstanding		116,110								116,110
Basic earnings per share	$	1.22							$	0.38
F-4

		Valhi, Inc. and Subsidiaries
Notes to Unaudited Pro Forma Condensed Consolidated Statement of Income
		(Unaudited)
Note 1 - Basis of presentation:
We have prepared the Unaudited Pro Forma Condensed Consolidated Statement of Income
assumming the following transactions, more fully described elsewhere in this Current Report
on Form 8-K, had occurred as of January 1, 2006:
*	Our distribution of shares of TIMET common stock to our
	stockholders in a pro-rata distribution.
*	Our issuance to Contran of 5,000 shares of Valhi 6% Series A
	Preferred Stock in exchange for the satisfaction of our income
	tax liability generated from the distribution of TIMET shares.
Note 2 - Pro forma adjustments:
I -	Reflect the elimimation of our equity in earnings of TIMET,
	net of applicable deferred income taxes.
II -	Reflect the cumulative dividends on the 5,000 shares of
	Valhi 6% Series A Preferred Stock assumed to be issued
	with an aggregate liquidation value of $521.6 million.
			F-5