UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Titanium Metals Corporation
SEC FILE NUMBER: 0-28538
CUSIP NUMBER: 888339108
[ X ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D
[ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 2005
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: Not applicable
PART I - REGISTRANT INFORMATION
Full Name of Registrant: Titanium Metals Corporation
Former Name if Applicable: Not Applicable
Address of Principal Executive Office: 5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed.
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q or subject distribution Report on Form
10-D, or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached, if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed period:
The Registrant has been unable to complete the preparation and review of its
Annual Report on Form 10-K for the year ended December 31, 2005 ("Annual
Report") within the required time period, without unreasonable effort or
expense, due to unanticipated delays in assembling all information and
completing all reviews required with respect to such Annual Report, primarily
because the Registrant is still in the process of completing its financial
statements and assessment of its internal control over financial reporting as of
December 31, 2005.
Based on the assessment of the Registrant's internal control over financial
reporting performed to date, the Registrant believes it is possible that it
would conclude that one or more material weaknesses may exist in its internal
control over financial reporting as of December 31, 2005, which would preclude
the Registrant from concluding that its internal control over financial
reporting was effective as of such date. In the event the Company ultimately
reaches such conclusion, the Company would also expect its independent
registered public accounting firm to issue an opinion that also concludes the
Company's internal control over financial reporting was not effective as of
December 31, 2005. The ultimate conclusions in this regard are subject to
completion of the Company's assessment that is currently in process. The
Registrant currently expects to be able to complete such assessment within the
time provided by this Form 12b-25, at which time the Registrant would file its
complete Annual Report, including management's report on internal control over
financial reporting.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Bruce P. Inglis, Vice President - Finance and Corporate Controller.
303-296-5600.
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
Registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [] No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
See the press release issued by the Registrant today and filed as Exhibit
99.1 to the Registrant's Current Report on Form 8-K dated March 16, 2006.
Titanium Metals Corporation has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: March 16, 2006 TITANIUM METALS CORPORATION
By: /s/ Bruce P. Inglis
Bruce P. Inglis
Vice President - Finance and
Corporate Controller