1 Page 1 of 16 Pages SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Transition Period from to For Quarter Ended June 30, 1995 Commission File Number 1-5112 ETHYL CORPORATION (Exact name of registrant as specified in its charter) VIRGINIA 54-0118820 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 330 SOUTH FOURTH STREET P. O. BOX 2189 RICHMOND, VIRGINIA 23217 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code - (804) 788-5000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes X No Number of shares of common stock, $1 par value, outstanding as of July 31, 1995: 118,434,401. 2 ETHYL CORPORATION I N D E X Page Number PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements Consolidated Balance Sheets - June 30, 1995 and December 31, 1994 3 - 4 Consolidated Statements of Income - Three Months and Six Months Ended June 30, 1995 and 1994 5 Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 1995 and 1994 6 Notes to Financial Statements 7 - 8 ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition 9 - 14 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings 15 ITEM 6. Exhibits and Reports on Form 8-K 15 SIGNATURES 16 2 3 PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements ETHYL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) June 30 1995 December 31 ASSETS (unaudited) 1994 ----------- ----------- Current assets: Cash and cash equivalents $ 39,113 $ 31,166 Accounts receivable, less allowance for doubtful accounts (1995 - $2,428; 1994 - $2,395) 182,879 229,477 Inventories: Finished goods 145,867 118,731 Work-in-process 12,955 9,959 Raw materials 17,746 10,842 Stores, supplies and other 6,789 5,531 ----------- ----------- 183,357 145,063 Deferred income taxes and prepaid expenses 20,595 25,744 ----------- ----------- Total current assets 425,944 431,450 ----------- ----------- Property, plant and equipment, at cost 698,182 684,379 Less accumulated depreciation and amortization (266,344) (250,012) ----------- ----------- Net property, plant and equipment 431,838 434,367 ----------- ----------- Other assets and deferred charges 148,392 144,856 Goodwill and other intangibles - net of amortization 18,632 19,742 ----------- ----------- Total assets $ 1,024,806 $ 1,030,415 =========== =========== <FN> See accompanying notes to financial statements. 3 4 ETHYL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars In Thousands) June 30 1995 December 31 LIABILITIES AND SHAREHOLDERS' EQUITY (unaudited) 1994 --------- ---------- Current liabilities: Accounts payable $ 70,329 $ 77,223 Accrued expenses 55,680 73,118 Cash dividends payable 14,804 14,807 Income taxes payable 23,400 17,652 --------- ---------- Total current liabilities 164,213 182,800 --------- ---------- Long-term debt 332,869 349,766 Other noncurrent liabilities 83,102 78,902 Deferred income taxes 39,023 28,010 Shareholders' equity: Common stock ($1 par value) Issued - 118,434,401 in 1995 and 1994 118,434 118,434 Additional paid-in capital 2,706 2,706 Foreign currency translation adjustments 7,518 (2,253) Retained earnings 276,941 272,050 --------- ---------- 405,599 390,937 --------- ---------- Total liabilities and shareholders' equity $ 1,024,806 $ 1,030,415 ========= ========== <FN> See accompanying notes to financial statements. 4 5 ETHYL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (In Thousands Except Per Share Amounts) (Unaudited) Three Months Ended Six Months Ended June 30 June 30 ------------------- ------------------ 1995 1994 1995 1994 -------- -------- -------- -------- Net sales $ 224,530 $ 276,083 $ 458,821 $ 665,165 Cost of goods sold 153,931 168,320 306,043 441,861 -------- -------- -------- -------- Gross profit 70,599 107,763 152,778 223,304 Selling, general and administrative expenses 23,746 36,643 47,146 85,719 Research, development and testing expenses 19,226 17,993 38,505 43,472 -------- -------- -------- -------- Operating profit 27,627 53,127 67,127 94,113 Interest and financing expenses 7,753 4,744 14,017 12,766 Other expense (income), net 152 12 (248) (78) -------- -------- -------- -------- Income before income taxes 19,722 48,371 53,358 81,425 Income taxes 6,716 17,993 18,859 30,783 -------- -------- -------- -------- Net Income 13,006 30,378 34,499 50,642 Preferred stock dividends - (3) - (6) -------- -------- -------- -------- Net income applicable to common stock $ 13,006 $ 30,375 $ 34,499 $ 50,636 ======== ======== ======== ======== Earnings per share $ .11 $ .26 $ .29 $ .43 ======== ======== ======== ======== Shares used to compute earnings per share 118,443 118,454 118,441 118,458 ======== ======== ======== ======== Cash dividends per share of common stock $ .125 $ .125 $ .25 $ .275 ======== ======== ======== ======== <FN> See accompanying notes to financial statements. 5 6 ETHYL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars In Thousands) (Unaudited) Six Months Ended June 30 -------------------- 1995 1994 -------------------- Cash and cash equivalents at beginning of year $ 31,166 $ 48,201 -------- -------- Cash flows from operating activities: Net income 34,499 50,642 Adjustments to reconcile net income to cash flows from operating activities: Depreciation and amortization 23,625 33,084 Working capital decrease (increase) 14,427 (29,570) Other, net 2,969 (393) -------- -------- Cash provided from operating activities 75,520 53,763 -------- -------- Cash flows from investing activities: Capital expenditures (23,052) (106,827) Other, net 1,896 (586) -------- -------- Cash used in investing activities (21,156) (107,413) -------- -------- Cash flows from financing activities: Additional long-term debt - 77,900 Repayment of long-term debt (17,000) - Cash dividends paid (29,613) (32,269) Cash and cash equivalents of Albemarle spun off as a dividend on February 28, 1994 - (29,332) Other, net 196 261 -------- -------- Cash (used in) provided from financing activities (46,417) 16,560 -------- -------- Increase (decrease) in cash and cash equivalents 7,947 (37,090) -------- -------- Cash and cash equivalents at end of period $ 39,113 $ 11,111 ======== ======== <FN> See accompanying notes to financial statements. 6 7 ETHYL CORPORATION AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS (In Thousands Except Per-Share Amounts) (Unaudited) 1. In the opinion of management, the accompanying consolidated financial statements of Ethyl Corporation and Subsidiaries (the "Company") contain all adjustments necessary to present fairly, in all material respects, the Company's consolidated financial position as of June 30, 1995, the consolidated results of operations for the three and six-month periods ended June 30, 1995 and 1994 and the consolidated cash flows for the six-month periods ended June 30, 1995 and 1994. All adjustments are of a normal, recurring nature. Certain reclassifications have been made to prior year information to conform to the current presentation. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the December 31, 1994, Annual Report. The December 31, 1994, consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles. The results of operations for the six-month period ended June 30, 1995, are not necessarily indicative of the results to be expected for the full year. 2. At the close of business on February 28, 1994, the Company completed the distribution to its common shareholders of all of the outstanding shares of its wholly owned subsidiary, Albemarle Corporation ("Albemarle"), a Virginia corporation. Following the distribution, Albemarle owned, directly or indirectly, the olefins and derivatives, bromine chemicals and specialty chemical businesses formerly owned directly or indirectly by the Company. The distribution was made in the form of a tax-free spin-off to shareholders of record at the close of business on February 28, 1994. One share of Albemarle common stock was distributed to Ethyl common shareholders for every two shares of Ethyl common stock held. The operating results and cash flows of the predecessor businesses to what is now Albemarle are included in the Consolidated Statement of Income and the Condensed Consolidated Statement of Cash Flows for the first two months in 1994. The following non-cash supplemental information is provided regarding the accounts of Albemarle spun off as a stock dividend, which aggregated $404,100 (including cash and cash equivalents of $29,332) on February 28, 1994: Working capital, net of cash and cash equivalents $174,847 Net property, plant and equipment 663,505 Other assets and deferred charges 49,480 Goodwill and other intangibles 33,132 Long-term debt (384,924) Other non-current liabilities (40,996) Deferred income taxes (120,276) ------- Non-cash portion of businesses spun off $374,768 ======= 3. Long-term debt consists of the following: June 30 December 31 1995 1994 --------- ----------- Variable-rate bank loans (average effective interest rates were 6.6% for the six-month period ended June 30, 1995 and 4.5% for the year 1994) $100,000 $117,000 9.8% Notes due 1998 200,000 200,000 8.6% to 8.86% Medium-Term Notes due through 2001 33,750 33,750 ------- ------- Total long-term debt 333,750 350,750 Less unamortized discount (881) (984) ------- ------- Net long-term debt $332,869 $349,766 ======= ======= 7 8 ETHYL CORPORATION AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS (In Thousands Except Per-Share Amounts) (Unaudited) 4. The Company is providing the following pro forma information to enable the reader to obtain a meaningful understanding of the Company's results of operations. The pro forma statement of income presented is for informational purposes only to illustrate the estimated effects of the distribution of Albemarle as if it had occurred on January 1, 1994. Statements of Income (In thousands except earnings per share) Six Months Ended June 30 ------------------------------------- 1994 ------------------------------------- Historical Adjustments(i) Pro Forma ------------------------------------- Net sales $ 665,165 $ (155,064) $ 510,101 Cost of goods sold 441,861 (119,086) 322,775 ------- -------- ------- Gross profit 223,304 (35,978) 187,326 Selling, general and administrative expense 85,719 (14,471) 71,248 Research, development and testing expense 43,472 (8,662) 34,810 ------- -------- ------- Operating profit 94,113 (12,845) 81,268 Interest and financing expenses 12,766 (2,873)(ii) 9,893 Other (income) expense, net (78) 543 465 ------- -------- ------- Income before income taxes 81,425 (10,515) 70,910 Income taxes 30,783 (4,239)(iii) 26,544 ------- -------- ------- Net Income $ 50,642 $ (6,276) $ 44,366 ======= ======== ======= Earnings per share (iv) $ .43 $ .38 ======= ======= <FN> Introduction to Notes: Notes (i), (ii) and (iii) reflect a summary of the adjustments in the pro forma statement of income. Notes: (i) To eliminate the historical income and expenses of Albemarle for the period presented. (ii) To eliminate interest expense (net of capitalized interest) that would have been incurred by Albemarle on debt transferred to Albemarle. (iii) To record the estimated income tax for the pro forma adjustments. (iv) Historical and pro forma earnings per share are computed after deducting applicable stock dividends using the weighted-average number of shares of common stock and common stock equivalents outstanding for the period presented. 8 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION The following is management's discussion and analysis of certain significant factors affecting the Company's results of operations during the periods included in the accompanying consolidated statements of income and changes in the Company's financial condition since year-end 1994. At the close of business on February 28, 1994, the Company completed the tax-free spin-off of its wholly owned subsidiary, Albemarle Corporation (Albemarle). Consequently, Albemarle's results of operations are included in the Consolidated Statements of Income and the Condensed Consolidated Statements of Cash Flows for only the first two months of 1994. Due to the significance of the spin-off of Albemarle, a pro forma statement of income is provided for the six-month period ended June 30, 1994, in Note 4 of the Notes to Financial Statements for informational purposes to illustrate the estimated effects of the distribution of Albemarle stock assuming the distribution had occurred as of January 1, 1994, which includes interest charges resulting from an assumed debt structure. In the following review, in addition to the consolidated information discussed for six months 1995 versus 1994, pro forma comparisons are provided to illustrate the Company's 1994 results excluding the Albemarle businesses spun off. The pro forma information presented is not necessarily indicative of the future results of operations of the Company or what the results of operations would have been had Albemarle operated as a separate, independent company during the period presented. On September 15, 1994, Ethyl sold its pharmaceutical subsidiary, Whitby, Inc., placing Ethyl solely in the petroleum additives business. During the second quarter 1995, to more effectively respond to current market opportunities, the Company aligned its operations into two strategic business units--Petroleum Additives and Refinery Chemicals. Petroleum Additives includes lubricant additives and certain fuel additives, while Refinery Chemicals includes antiknocks and certain other refinery fuel additives. Second Quarter 1995 Compared with Second Quarter 1994 Total net sales for the second quarter of 1995 amounted to $224.5 million, down $51.6 million from $276.1 million in 1994. The reduction in aggregate net sales reflected the absence of revenues from the pharmaceuticals business in 1995 versus $16.2 million included in the 1994 quarter while the $35.4 million reduction in petroleum additives business sales reflected the effect of lower shipments ($52.5 million) partly offset by the beneficial impact from higher selling prices ($17.1 million). The decreased shipments primarily reflected the forecasted lower shipments of lead antiknocks compared to the unusually high levels in the second quarter 1994, resulting from normal fluctuations in order and shipping patterns, as well as lower shipments of lubricant additives and other fuel additives. These decreases were slightly offset by the higher revenues from other refinery fuel additives, which reflected both higher shipments and higher selling prices. 9 10 Cost of goods sold in 1995 decreased $14.4 million from the 1994 period. The decline in cost of goods sold occurred due to the absence of pharmaceuticals costs in 1995 versus $6.2 million in the 1994 quarter, as well as $8.2 million lower cost of goods sold from the petroleum additives business. The lower petroleum additives business cost of goods sold reflects the combined impact of lower shipments in 1995 ($29.2 million) largely offset by higher costs ($21.0 million), including expected capacity utilization costs reflecting the second quarter 1995 shutdown of operations at a contract manufacturing site, expected costs associated with starting up the recently completed facilities at Houston, Texas, Sauget, Illinois, and Natchez, Mississippi, and costs associated with the strike at Feluy, Belgium in April 1995, higher per unit raw material costs and an unfavorable foreign exchange effect. Gross profit margin decreased to 31.4% in the 1995 quarter from 39.0% in the 1994 quarter, representing the net result of a 19% decrease in net sales and a nine percent decrease in cost of goods sold. Both the unusually low margin in 1995 and the unusually high margin in 1994 reflect the fluctuating level of antiknock shipments included in the product mix during these quarters. Selling, general and administrative expenses, combined with research, development and testing expenses, amounted to $43.0 million in the second quarter 1995, down $11.6 million from $54.6 million in the second quarter of 1994. The decrease primarily represents the absence of pharmaceuticals expenses in 1995 versus $10.5 million expenses in the 1994 period as well as $1.1 million lower petroleum additives business expenses. The lower 1995 petroleum additives business expenses primarily reflected the nonrecurrence of charges in 1994 related to closing certain research facilities as well as organization expenses, partly offset by a $1.2 million increase in research, development and testing expenses due to increased HiTEC 3000 performance additive (MMT) approval activities and higher outside testing cost. As a percentage of net sales, selling, general and administrative expenses, including research, development and testing expenses, decreased to 19.1% during the 1995 quarter from 19.8% during the 1994 quarter. Excluding the impact of the pharmaceutical business that was sold in September 1994, the expenses would have represented 17.0% of net sales in the 1994 quarter. Operating profit in the 1995 quarter decreased to $27.6 million, down $25.5 million from $53.1 million in the 1994 quarter. Approximately $23.4 million of the decrease resulted from the effect of lower shipments, including significantly lower antiknock shipments due to normal fluctuations in order and shipping patterns and somewhat lower lubricant additives shipments. Interest and financing expense in 1995 increased 63% to $7.8 million from $4.7 million in the 1994 period. The increase in interest expense was due to about $2.9 million lower interest cost capitalized in 1995 than in 1994, as well as a $0.9 million increase due to higher average interest rates, partially reduced by the effect of lower average debt outstanding. Other expense, net, increased to $152 thousand in second quarter 1995 from $12 thousand in 1994 with no significant items included in either period. 10 11 Income Taxes Income taxes in second quarter 1995 decreased 63% from second quarter 1994, primarily due to a 59% decrease in pretax income, and also reflecting a lower effective rate (34.1% in the 1995 quarter versus 37.2% in the 1994 quarter). The lower 1995 effective tax rate was primarily due to the benefit from a redetermination of prior year research and development tax credits resulting from a change in Federal tax regulations as well as the inclusion in 1994 of non-deductible goodwill amortization associated with the pharmaceuticals business sold in September 1994. Six Months 1995 Compared with Six Months 1994 Total net sales for the six months of 1995 amounted to $458.8 million, down $206.4 million from $665.2 million in 1994. The reduction in aggregate net sales primarily reflected the absence of Albemarle net sales in the 1995 period versus the inclusion of two months of Albemarle net sales of $155.1 million in the 1994 period. Net sales for the first six months of 1995 of $458.8 million decreased $51.3 million (10%) from pro forma net sales in the first six months of 1994 of $510.1 million. The decrease primarily reflected the absence of pharmaceutical sales ($34.7 million included in 1994) as well as $16.6 million lower petroleum additives business sales. The lower petroleum additives business sales reflect lower shipments ($47.9 million) that were largely offset by the impact of higher selling prices ($31.3 million). The decrease in shipments primarily reflected lower lead antiknocks shipments, resulting from expected fluctuations in order and shipping patterns compared to the 1994 period, as well as lower shipments of lubricant additives and other fuel additives. These decreases were slightly offset by higher revenues from other refinery fuel additives, reflecting both higher shipments and higher selling prices. Cost of goods sold in six months 1995 decreased $135.8 million from the 1994 period. The decline in consolidated cost of goods sold occurred primarily due to the absence of Albemarle costs in 1995 versus the inclusion of two months of Albemarle cost of goods sold of $119.1 million in the 1994 period. Cost of goods sold of $306.0 million for six months 1995 was down about $16.7 million (5%) from six months 1994 pro forma cost of goods sold of $322.8 million. The decrease reflects the absence of pharmaceuticals cost of sales in 1995 versus about $12.4 million in the 1994 period as well as $4.3 million lower petroleum additives business cost of goods sold. The lower petroleum additives business cost of goods sold is due to lower shipments ($27.8 million), largely offset by higher costs ($23.4 million) including expected capacity utilization costs reflecting the second quarter 1995 shutdown of operations at a contract manufacturing site, expected costs associated with starting up the recently completed facilities at several plants (about $4.8 million in 1995 versus $1.0 million in 1994), costs associated with the strike at Feluy, higher per unit raw material costs and an unfavorable foreign exchange effect. 11 12 Gross profit margin decreased to 33.3% in the 1995 period from 36.7% on a pro forma basis in the 1994 period, resulting from the net effect of a 10% decrease in net sales and a five percent decrease in cost of goods sold. Selling, general and administrative expenses, combined with research, development and testing expenses, amounted to $85.7 million in the first six months of 1995 versus $129.2 million in the first six months of 1994. The reduction in consolidated expenses occurred primarily because of the absence of Albemarle expenses in 1995 versus the inclusion of two months of Albemarle expenses of $23.1 million in the 1994 period. Selling, general and administrative expenses of $85.7 million in the 1995 period were down $20.4 million (19%) from six month 1994 pro forma selling, general and administrative expenses of $106.1 million. The decrease represents the absence of expenses from Whitby, Inc. in 1995 versus $21.9 million expenses in the 1994 period, slightly offset by a $1.5 million increase in petroleum additives business expenses primarily due to a $3.7 million increase in research, development and testing expenses primarily related to MMT approval activities and higher outside testing cost partially offset by the nonrecurring 1994 charges related to closing certain research facilities and certain organization expenses. As a percentage of net sales, selling, general and administrative expenses, including research, development and testing expenses, decreased to 18.7% during the six months 1995 from 20.8% on a pro forma basis for the six months 1994 (17.7% excluding the effects of the pharmaceuticals business). Operating profit in 1995 decreased 29% from the 1994 period, which included two months' operating profit of Albemarle ($12.8 million) during the first quarter 1994. Operating profit in the first six months of 1995 decreased 17% to $67.1 million from pro forma operating profit of $81.3 million in the 1994 quarter. Most of the decrease (approximately $20.1 million) resulted from lower shipments, primarily of lead antiknocks (reflecting expected fluctuations in order and shipping patterns) and lubricant additives, and somewhat lower profit margins, as well as lower operating profit from other fuel additives and the absence of pharmaceuticals profit in 1995 versus approximately $0.4 million in the 1994 period. These decreases were slightly offset by higher profit from other refinery fuel additives. In spite of quarterly variances in order and shipping patterns, operating profits from the lead antiknock business in 1995 are expected to be about even with 1994 while overall year-to-year growth is expected in other petroleum additives operating profits due to cost improvements and stronger lubricant additives earnings. Consolidated interest and financing expenses in 1995 increased 10% to $14.0 million from the 1994 period. This increase more than offset the absence of interest for Albemarle debt in 1995 versus the inclusion of $2.9 million interest on Albemarle debt for two months 1994. Interest and financing expenses for six months 1995 of $14.0 million increased 42% in the first six months of 1995 from pro forma interest and financing 12 13 expenses of $9.9 million in the 1994 period, primarily reflecting increases of about $3.2 million due to a lower amount of interest cost capitalized in 1995 than in 1994 and about $1.3 million due to a higher average interest rate in 1995 slightly offset by the effect of lower average debt outstanding. Other income, net, increased to $248 thousand in 1995 from $78 thousand in 1994, which included $543 thousand of income associated with Albemarle. Other income, net, in 1995 increased $713 thousand from pro forma other expense, net, of $465 thousand in 1994. The increase resulted from higher interest income on amounts invested in short-term securities during the 1995 period. Income Taxes Income taxes for the six months 1995 decreased 39% compared to six months 1994, primarily due to a 34% decrease in pretax income in 1995. Some of the decrease reflected the absence of Albemarle pretax income and income taxes in the 1995 period versus two months pretax income and income taxes included in the 1994 period. Income taxes for the six months 1995 decreased 29% from pro forma income taxes for six months 1994, primarily due to a 25% decrease in pretax income, and also reflecting a lower effective income tax rate (35.3% in the 1995 period versus 37.4% in the 1994 period). The lower 1995 effective tax rate was due to the benefit from a redetermination of prior year research and development tax credits resulting from a change in federal tax regulations, and the inclusion in 1994 of non-deductible goodwill associated with the pharmaceuticals business sold in September 1994. Financial Condition and Liquidity Cash and cash equivalents at June 30, 1995, were about $39.1 million which represents an increase of about $7.9 million from $31.2 million at year-end 1994. The increase primarily reflects reduced capital spending in 1995, partly offset by repayment of $17.0 million of long-term debt. Cash flows were more than sufficient to cover operating activities in the six months of 1995. Cash flows from operating activities of $75.5 million were sufficient to cover capital expenditures of $23.1 million, cash dividends to shareholders of $29.6 million, $17.0 million in repayment of long-term debt and contribute to an increase of approximately $7.9 million in cash and cash equivalents. Management anticipates that cash provided from operations in the future will be sufficient to cover the Company's operating expenses and projected capital expenditures, service debt obligations, including reducing long-term debt from the amount outstanding at June 30, 1995, and make dividend payments to shareholders. The non-current portion of the Company's long-term debt amounted to $332.9 million at June 30, 1995, compared to $349.8 million at the end of 1994. The long-term debt to total capitalization ratio was 45.1% on June 30, 1995, versus 47.2% at December 31, 1994. 13 14 The Company's capital expenditures in 1995 are expected to be significantly less than in 1994 as a result of the completion or substantial completion in 1994 of major capital construction projects, which have since been completed. The capital spending will be financed primarily from operations. The amount and timing of repayment of borrowings will depend on the Company's specific cash requirements. Recent Developments On July 27, the Board of Directors approved the proposed September 15, 1995, redemption of the Company's $200 million 9.8% Notes. The redemption will be financed under the Company's existing credit lines. 14 15 PART II - Other Informaiton ITEM 1. Legal Proceedings On July 11, 1995, the Administrator of the United States Environmental Protection Agency (EPA) granted the Company's application for a fuel additive waiver under section 211(f)(4) of the Clean Air Act to permit the sale of HiTEC 3000 performance additive (MMT) for use in unleaded gasoline in the United States. The EPA was ordered to grant this waiver by the U.S. Court of Appeals for the District of Columbia Circuit in a ruling issued on April 14, 1995. EPA continues to challenge the use of MMT in U.S. unleaded gasoline unless the additive is "registered" or until a decision favorable to the Company is reached in a lawsuit by the Company challenging the EPA's determination that the Company must complete additional manganese health testing before it can obtain a "registration" under the Clean Air Act. Based on the long history of use of MMT in leaded and unleaded gasoline in the U.S., the Company maintains that MMT is currently registered. Oral arguments in that lawsuit are scheduled for September 11, 1995, and a decision is expected before the end of the year. ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits - none (b) No reports on Form 8-K have been filed during the quarter for which this report is filed. 15 16 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ETHYL CORPORATION (Registrant) Date: August 8, 1995 By: s/ Charles B. Walker Vice Chairman of the Board, Chief Financial Officer and Treasurer (Principal Financial Officer) Date: August 8, 1995 By: s/ Wayne C. Drinkwater, Controller (Principal Accounting Officer) 16