What changed in this filing

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Item 3. Legal Proceedings

2024-03-06 compared with 2023-03-08 · 42 added, 36 removed, 159 unchanged (33% of the section changed)

13 unchanged sentences

Some are on appeal following dismissal or summary judgment rulings or a trial verdict in favor of either the defendants or the plaintiffs.

We believe these actions are without merit, and we intend to continue to deny all allegations of wrongdoing and liability and to defend against all actions vigorously.

We do not believe it is probable we have incurred any liability with respect to pending lead pigment litigation cases to which we are a party, and with respect to all such lead pigment litigation cases to which we are a party, we believe liability to us that may result, if any, in this regard cannot be reasonably estimated, because:

We believe we have substantial defenses to these actions and we intend to continue to deny all allegations of wrongdoing and liability and to defend against all actions vigorously.

We do not believe it is probable we have incurred any liability with respect to pending lead pigment litigation cases to which we are a party, and with respect to all such lead

pigment litigation cases to which we are a party, we believe liability to us that may result, if any, in this regard cannot be reasonably estimated, because:

● we have never settled any of the market share, intentional tort, fraud, nuisance, supplier negligence, breach of warranty, conspiracy, misrepresentation, aiding and abetting, enterprise liability, or statutory cases (other than the Santa Clara case discussed below) ,

15 unchanged sentences

For financial reporting purposes, using a discount rate of 1.9% per annum, we discounted the aggregate $101.7 million settlement to the estimated net present value of $96.3 million.

We made the initial $25.0 million payment in September 2019 and the first, second and third annual installment payments of $12.0 million each in September 2020, 2021 and 2022.

We recognized an aggregate of $1.3 million, $1.1 million and $.9 million of accretion expense in 2020, 2021, and 2022 respectively.

In November 2018, NL was served with two complaints filed by county governments in Pennsylvania.

Each county alleges that NL and several other defendants created a public nuisance by selling and promoting lead-containing paints and pigments in the counties.

The plaintiffs seek abatement and declaratory relief.

We believe these lawsuits are inconsistent with Pennsylvania law and without merit, and we intend to defend ourselves vigorously.

In February 2022, the Pennsylvania Commonwealth Court entered orders staying all proceedings in the trial courts and granting defendants’ request for an interlocutory appeal of earlier trial court rulings allowing the cases to proceed.

The stay will remain in place until defendants’ appeals are resolved.

We made the initial $25.0 million payment in September 2019 and the first, second, third and fourth annual installment payments of $12.0 million each in September 2020, 2021, 2022, and 2023.

We recognized an aggregate accretion expense of $1.1 million, $.9 million and $.7 million in 2021, 2022, and 2023 respectively.

In January 2024, NL was served with a third-party complaint in a matter titled Arrioena Beal v.

Hattie Mitchell, et al.

(Circuit Court of Milwaukee County, Wisconsin, Case No.

The plaintiff in this case sued her former landlords and several former manufacturers of lead paint for injuries allegedly attributable to lead paint, but did not sue NL.

Several of the former lead paint manufacturer defendants later filed a third-party complaint against NL, seeking contribution for any damages they may ultimately have to pay to the plaintiff.

We believe we have substantial defenses to these claims under Wisconsin law and intend to defend ourselves vigorously.

New cases may continue to be filed against us.

We do not know if NL will incur liability in the future in respect of any of the pending or possible litigation in view of the inherent uncertainties involved in court and jury rulings.

In the future, if new information regarding such matters becomes available to us (such as a final, non-appealable adverse verdict against us or otherwise ultimately being found liable with respect to such matters), at that time we would consider such information in evaluating any remaining cases then-pending against us as to whether it might then have become probable we have incurred liability with respect to these matters, and whether such liability, if any, could have become reasonably estimable.

In the future, if new information regarding such matters becomes available to us (such as a final, non-appealable adverse verdict

against us or otherwise ultimately being found liable with respect to such matters), at that time we would consider such information in evaluating any remaining cases then-pending against us as to whether it might then have become probable we have incurred liability with respect to these matters, and whether such liability, if any, could have become reasonably estimable.

The resolution of any of these cases could result in the recognition of a loss contingency accrual that could have a material adverse impact on our net income for the interim or annual period during which such liability is recognized and a material adverse impact on our consolidated financial condition and liquidity.

3 unchanged sentences

These proceedings seek cleanup costs, damages for personal injury or property damage and/or damages for injury to natural resources.

Certain of these proceedings involve claims for

substantial amounts.

Certain of these proceedings involve claims for substantial amounts.

Although we may be jointly and severally liable for these costs, in most cases we are only one of a number of PRPs who may also be jointly and severally liable, and among whom costs may be shared or allocated.

14 unchanged sentences

We record liabilities related to environmental remediation and related matters (including costs associated with damages for personal injury or property damage and/or damages for injury to natural resources) when estimated future expenditures are probable and reasonably estimable.

We adjust such accruals as further information becomes available to us or as circumstances change.

We adjust such accruals as further information becomes available to

us or as circumstances change.

Unless the amounts and timing of such estimated future expenditures are fixed and reasonably determinable, we generally do not discount estimated future expenditures to their present value due to the uncertainty of the timing of the payout.

34 unchanged sentences

3:09-cv-04117).

This is a citizen’s suit filed by two local environmental groups pursuant to the Resource Conservation and Recovery Act and the Clean Water Act against NL, current owners, developers and state and local government entities.

This is a citizen’s suit filed by two local environmental groups pursuant to the Resource Conservation and Recovery Act and the Clean Water

Act against NL, current owners, developers and state and local government entities.

The complaint alleges that hazardous substances were and continue to be discharged from our former Sayreville, New Jersey property into the sediments of the adjacent Raritan River.

2 unchanged sentences

In June 2022, NL received a letter from the NJDEP informing NL that remediation of contaminated sites upriver of the former Sayreville site had progressed to the point that it was now appropriate for NL to resume investigating the sediments adjacent to the Sayreville site.

NL informed the NJDEP by letter that it would resume that investigation.

NL has been diligently conducting that investigation in compliance with NJDEP regulations.

The lawsuit remains pending.

NL continues to deny liability and will defend vigorously against all claims.

In June 2011, we were served in ASARCO LLC v.

In 2011, we were served in ASARCO LLC v.

NL Industries, Inc., et al.

(United States District Court, Western District of Missouri, Case No.

4:11-cv-00138-DGK).

The plaintiff brought this CERCLA contribution action against several defendants to recover a portion of the amount it paid in settlement with the U.S.

Government during its Chapter 11 bankruptcy in relation to the Tar Creek site, the Cherokee County Superfund Site in southeast Kansas, the Oronogo-Duenweg Lead Mining Belt Superfund Site in Jasper County, Missouri and the Newton County Mine Tailing Site in Newton County, Missouri.

We have denied liability and will defend vigorously against all of the claims.

In the second quarter of 2012, NL filed a motion to stay the case.

In the first quarter of 2013, NL’s motion was granted and the court entered an indefinite stay, which remains in place.

In September 2011, we were served in ASARCO LLC v.

4:11-cv-00138-DGK) and ASARCO LLC v.

NL Industries, Inc., et al.

1 unchanged sentence

4:11-cv-00864).

The plaintiff brought this CERCLA contribution action against several defendants to recover a portion of the amount it paid in settlement with the U.S.

Government during its Chapter 11 bankruptcy in relation to the Southeast Missouri Mining District.

We have denied liability and will defend vigorously against all of the claims.

In May 2015, the trial court on its own motion entered an indefinite stay of the litigation, which remains in place.

Both cases are CERCLA contribution actions brought against several defendants to recover a portion of the amount the plaintiff paid in settlement with the U.S.

Government during its Chapter 11 bankruptcy.

The court in each case entered indefinite stays of the litigation in 2013 and 2015, which remain in place.

In July 2012, we were served in EPEC Polymers, Inc., v.

9 unchanged sentences

NL believes that it has no liability at the site.

NL is currently in discussions with EPA regarding a de minimis settlement and is otherwise taking actions necessary to respond to the UAO.

If these discussions are unsuccessful, NL will continue to deny liability and will defend vigorously against all of the claims.

NL has been in discussions with EPA regarding a de minimis settlement and is otherwise taking actions necessary to respond to the UAO.

If these discussions are ultimately unsuccessful, NL will continue to deny liability and will defend vigorously against all of the claims.

In January 2020, we were sued in Atlantic Richfield, Co.

2 unchanged sentences

This is a CERCLA cost recovery action brought by a past owner and operator of certain mining properties located in Rico, Colorado.

We have denied liability and will defend vigorously against all claims.

In 2023, the trial court granted partial summary judgment for NL and the plaintiff appealed that decision to the Court of Appeals for the Tenth Circuit.

We continue to deny liability and will defend vigorously against all claims.

In December 2020, NL and several other defendants were sued in California Department of Toxic Substances v.

3 unchanged sentences

In October 2022, the trial court issued an order finding that NL and the other defendants are not liable under CERCLA for lead contamination in residential neighborhoods surrounding, but at a distance from, the former secondary lead smelter.

The case will continue with regard to the former smelter property and an adjacent industrial area.

In August 2023, the trial court issued orders finding that NL and several other defendants are jointly liable for contamination on areas where operations were previously conducted, but are not liable for contamination outside those former operating areas.

Neither the amount of damages owed, nor any party’s allocated share of such damages, has yet been determined.

We have denied liability and will continue to defend vigorously against all claims.

In December 2023, NL and several other defendants were sued in Sunset Commercial, LLC v.

Stauffer Management Co., et al.

(United States District Court for the District of Nevada, Case 2:23-cv-02081).

The complaint

asserts claims under CERCLA as well as claims for private nuisance, negligence, trespass, and strict liability.

The plaintiff asserts that hazardous substances located on its property are attributable to a large industrial facility in the area.

The plaintiff alleges NL is liable for once holding a lease on the industrial property and for its past partial ownership of another company.

NL intends to deny liability and will defend vigorously against all claims.

Other litigation

14 unchanged sentences

We have sought and will continue to vigorously seek, dismissal and/or a finding of no liability from each claim.

In addition, from time to time, we have received notices

regarding asbestos or silica claims purporting to be brought against former subsidiaries, including notices provided to insurers with which we have entered into settlements extinguishing certain insurance policies.

In addition, from time to time, we have received notices regarding asbestos or silica claims purporting to be brought against former subsidiaries, including notices provided to insurers with which we have entered into settlements extinguishing certain insurance policies.

These insurers may seek indemnification from us.

6 unchanged sentences

We have agreements with certain of our former insurance carriers pursuant to which the carriers reimburse us for a portion of our future lead pigment litigation defense costs, and one such carrier reimburses us for a portion of our future asbestos litigation defense costs.

We are not able to determine how much we will ultimately recover from these carriers for defense costs incurred by us because of certain issues that arise regarding which defense costs qualify for reimbursement.

We are not able to determine how much we will ultimately recover from these carriers for defense costs incurred by us because of certain issues that arise regarding which defense costs qualify for

reimbursement.

While we continue to seek additional insurance recoveries, we do not know if we will be successful in obtaining reimbursement for either defense costs or indemnity.

7 unchanged sentences

In December 2020, the trial court denied the insurers’ motion for summary judgment, finding that the arguments raised by the insurers did not bar NL from coverage under the relevant policies.

We continue to believe the insurers’ claims are without merit and we intend to defend NL’s rights and prosecute NL’s claims in this action vigorously.

We intend to defend NL’s rights and prosecute NL’s claims in this action vigorously.

We have settled insurance coverage claims concerning environmental claims with certain of our principal former insurance carriers.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings