EX-99 2 f4nl101214kro.htm ADDITIONAL INFORMATION
f4nl101214kro.txt



Exhibit 99 Additional Information





     Valhi, Inc. ("Valhi"), Harold C. Simmons, Annette C. Simmons, TIMET Finance

Management Company ("TFMC") and Kronos Worldwide, Inc. ("Kronos") are the direct

holders of approximately 83.0%, 2.1%, 0.6%, 0.5% and less than 0.1%,respectively,

of the outstanding shares of common stock of the issuer, NL Industries, Inc.

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



     Valhi, NL, Harold C. Simmons, TFMC, Annette C. Simmons and Contran

Corporation ("Contran") are the direct holders of approximately 50.0%, 30.4%,

0.4%, 0.1%, 0.1% and less than 0.1%, respectively, of the outstanding shares of

common stock of Kronos.



     Valhi Holding Company ("VHC"), Annette C. Simmons, The Combined Master

Retirement Trust (the "CMRT"), Harold C. Simmons, Kronos, NL, Valhi, Contran,

the Harold Simmons Foundation, Inc. (the "Foundation") and The Annette Simmons

Grandchildren's Trust (the "Grandchildren's Trust") are the holders of

approximately 24.9%, 12.1%, 8.6%, 3.1%, 1.4% 0.8%, 0.5%, 0.4%, less than 0.1%

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

TIMET. NL's percentage ownership of TIMET common stock includes 0.3% directly

held by a subsidiary of NL.



     VHC, TFMC, the Foundation, the Contran Amended and Restated Deferred

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

CMRT, the Grandchildren's Trust and Contran are the direct holders of 92.3%,

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

respectively, of the common stock of Valhi.  Dixie Rice Agricultural

Corporation, Inc. ("Dixie Rice") is the direct holder of 100% the outstanding

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

stock of Dixie Rice.



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

trusts established for the benefit of certain children and grandchildren of

Harold C. Simmons (the "Trusts"), of which Mr. Simmons is the sole trustee,

or is held by Mr. Simmons or persons or entities related to Mr. Simmons.  As

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

disposition of the shares of Contran stock held by the Trusts.  Mr. Simmons,

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

the Trusts hold.



     The Foundation directly holds less than 0.1% of the outstanding shares of

TIMET common stock and 0.9% of the outstanding shares of Valhi common stock.

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

Harold C. Simmons is the chairman of the board and chief executive officer of

the Foundation and may be deemed to control the Foundation.



     The CMRT directly holds approximately 8.6% of the outstanding shares of

TIMET common stock and 0.1% of the outstanding shares of Valhi common stock.

Contran sponsors the CMRT to permit the collective investment by master trusts

that maintain the assets of certain employee benefit plans Contran and related

companies adopt.  Harold C. Simmons is the sole trustee of the CMRT and a

member of the trust investment committee for the CMRT. Contran's board of

directors selects the trustee and members of the trust investment committee for

the CMRT. Mr. Simmons is a participant in one or more of the employee benefit

plans that invest through the CMRT.  He disclaims beneficial ownership of any

shares held by the CMRT, except to the extent of his individual vested

beneficial interest, if any, in the assets held by the CMRT.



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

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

trustee of the CDCT.  Contran established the CDCT as an irrevocable "rabbi

trust" to assist Contran in meeting certain deferred compensation obligations

that it owes to Harold C. Simmons.  If the CDCT assets are insufficient to

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

obligations as they come due.  Pursuant to the terms of the CDCT, Contran (i)

retains the power to vote the shares of the issuer's common stock held

directly by the CDCT, (ii) retains dispositive power over such shares and

(iii) may be deemed the indirect beneficial owner of such shares.



     Harold C. Simmons is the chairman of the board and chief executive

officer of NL and the chairman of the board of each of Kronos, TIMET, Valhi,

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

executive officer of NL.



     By virtue of the holding of the offices, the stock ownership and his

service as trustee, all as described above, (a) Mr. 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 shares of

NL common stock that Valhi, Kronos and TFMC hold directly. However, Mr. Simmons

disclaims beneficial ownership of the shares of NL common stock beneficially

owned, directly or indirectly, by any of such entities.



     NL and a subsidiary of NL directly own 3,604,790 shares and 1,186,200

shares, respectively, of Valhi common stock.  Kronos directly owns 62,340 shares

of Valhi common stock.  As already discussed, Valhi is the direct holder of

83.0% of the outstanding shares of NL common stock and 50% of the outstanding

shares of Kronos common stock.  Pursuant to Delaware law, Valhi treats the

shares of Valhi common stock that NL, its subsidiary and Kronos own directly as

treasury stock for voting purposes and for the purposes of this statement are

not deemed outstanding.



     Annette C. Simmons, Harold C. Simmons' spouse, is the direct owner of

54,856 shares of Kronos common stock, 292,225 shares of NL common stock,

21,825,875 shares of TIMET common stock and 219,796 shares of Valhi common

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

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

his spouse holds directly.



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

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

stock and 343,183 shares of Valhi common stock.



     The Grandchildren's Trust of which Harold C. Simmons and his spouse are co-

trustees and the beneficiaries are the grandchildren of his spouse, is the

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

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

and direct the disposition of the shares the trust holds. Mr. Simmons disclaims

beneficial ownership of any shares that this trust holds.