SECURITIES AND EXCHANGE COMMISSION 	Washington, D.C. 20549 	FORM 10-Q 	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF 	THE SECURITIES EXCHANGE ACT OF 1934 	For the quarterly period ended July 31, 1996 		Commission file number 1-12854 	McWhorter Technologies, Inc. 	(Exact name of registrant as specified in its charter) 	 Delaware 36-3919940 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 400 East Cottage Place Carpentersville, Illinois 60110 (Address of principal executive offices, including zip code) 847-428-2657 	(Registrant's telephone number, including area code) 	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 outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 10,466,940 shares as of July 31, 1996. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS 	The accompanying interim financial statements of McWhorter Technologies, Inc. (the "Company" or "McWhorter") do not include all disclosures normally provided in annual financial statements. These financial statements, which should be read in conjunction with the financial statements contained in McWhorter's Annual Report on Form 10-K for the fiscal year ended October 31, 1995, are unaudited but include all adjustments that McWhorter's management considers necessary for a fair presentation. These adjustments consist of normal recurring accruals. Interim results are not necessarily indicative of the results for the year. All references to years are to fiscal years ended October 31 unless otherwise stated. STATEMENTS OF INCOME (Dollars in thousands, except per share amounts) Quarter Ended Nine Months Ended July 31, July 31, 1996 1995 1996 1995 Net sales $87,144 $82,974 $229,301 $229,403 Costs and expenses: Cost of sales 73,148 71,705 193,918 198,094 Research 2,078 1,667 5,750 5,191 	Selling, general and administrative 4,150 3,346 12,072 10,979 	Other expense (income), net 19 (6) 39 84 Income from operations 7,749 6,262 17,522 15,055 Interest expense, net 418 597 1,262 1,765 Income before income taxes 7,331 5,665 16,260 13,290 Income tax expense 2,971 2,371 6,585 5,383 Net income $ 4,360 $ 3,294 $ 9,675 $ 7,907 Net income per share (Note 1) $ .42 $ .30 $ .92 $ .73 See Notes to Financial Statements BALANCE SHEETS (Dollars in thousands, except per share amounts) July 31, October 31, 1996 1995 Assets Current assets: Cash $ 473 $ 1,904 Accounts and notes receivable 46,884 41,223 Inventories (Note 2) 22,020 12,020 Other current assets 4,260 5,237 73,637 60,384 Property, plant and equipment 105,321 100,751 Less accumulated depreciation 31,233 24,653 Net property, plant and equipment 74,088 76,098 Other assets 1,680 1,645 $149,405 $138,127 Liabilities & Shareholders' Equity Current liabilities: Short-term debt $ 6,351 $ 12,582 Trade accounts payable 25,357 16,066 Accrued liabilities 12,156 9,808 43,864 38,456 Long-term debt, less current portion 17,155 19,182 Deferred income taxes 10,750 6,670 Accrued environmental liabilities 1,980 2,295 Shareholders' equity: Common stock (par value $.01 per share; authorized 30,000,000 	shares; issued and outstanding 10,466,940 shares at July 31, 1996 and 10,847,064 at October 31, 1995) 110 110 Additional paid-in capital 10,803 10,895 Retained earnings 73,404 63,729 	Restricted stock awards	 (1,463) (1,463) 	Treasury stock, at cost (498,607 shares at July 31, 1996 and 	117,000 shares at October 31, 1995) (7,198) (1,747) 75,656 71,524 $149,405 $138,127 See Notes to Financial Statements STATEMENTS OF CASH FLOWS (Dollars in thousands) Nine Months Ended July 31, 1996 1995 Operating Activities Net income $ 9,675 $ 7,907 Adjustments to reconcile net income to net cash provided by operating activities: 		Depreciation and amortization	 6,692 5,780 		Deferred income taxes 4,080 3,057 		Other, net (277) 19 		Changes in working capital: 			Accounts and notes receivable (5,661) (3,380) 			Inventories (10,000) (2,135) 			Trade accounts payable & accrued liabilities 11,661 (504) 			Other current assets 977 (1,002) Net cash provided by operating activities 17,147 9,742 Investing Activities Capital expenditures (4,779) (4,257) Other, net 24 Net cash used by investing activities (4,755) (4,257) Financing Activities Decrease in debt, net (8,258) (4,727) Purchase of treasury stock (5,667) Proceeds from exercise of stock options 102 Net cash used by financing activities (13,823) (4,727) (Decrease) increase in cash (1,431) 758 Cash at beginning of period 1,904 1,376 Cash at end of period $ 473 $ 2,134 See Notes to Financial Statements STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY Dollars in thousands, except share amounts Additional Restricted Common Stock Paid-In Retained Stock Treasury Shares Amt Capital Earnings Awards Stock Balance 10/31/95 10,847,064 $110 $10,895 $63,729 $(1,463) $(1,747) 	Net income 9,675 	Issuance of common 	 stock	for restricted stock awards 1,483 22 	Exercise of stock options 14,693 (114) 216 	Purchase of treasury stock (396,300) (5,667) Balance 07/31/96 10,466,940 $110 $10,803 $73,404 $(1,463) $(7,198) See Notes to Financial Statements NOTES TO FINANCIAL STATEMENTS 1.		Net income per share amounts were computed on the basis of the weighted average number of common and common equivalent shares outstanding. Such weighted average shares used in the computations were 10,430,434 and 10,879,988 for the quarters ended July 31, 1996 and 1995, respectively, and 10,486,971 and 10,878,296 for the nine months ended July 31, 1996 and 1995, respectively. 2.	The major classes of inventories consist of the following: Dollars in thousands July 31, October 31, 1996 1995 Manufactured products $13,908 $ 6,565 Raw materials, supplies and work-in-process 8,112 5,455 $22,020 $12,020 		 ITEM 2.		MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION General The following discussion of the results of operations and financial condition of McWhorter should be read in conjunction with the financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1995. Results of Operations Net sales increased 5 percent in the third quarter to $87,144,000 compared to $82,974,000 in the same period of 1995. For the nine months, net sales were $229,301,000 versus $229,403,000 for the comparable period a year ago. The increase in net sales in the third quarter was primarily due to an 11 percent volume increase, which included volume increases across businesses. These increases were partially offset by a 5 percent price decrease from the third quarter of 1995 when prices were higher due to higher raw material costs. Industrial and architectural market conditions both improved over the prior year third quarter. Net sales for the nine months were virtually equal with levels for the same period a year ago. A slight volume increase was offset by a slight price decrease for the comparable nine month periods. The Company's gross profit margin for the third quarter of 1996 was 16.1 percent compared to 13.6 percent in last year's third quarter. For the nine months, the gross profit margin was 15.4 percent versus 13.6 percent for the comparable period a year ago. The higher margins in the third quarter and for the nine months were primarily the result of lower raw material costs and cost reductions achieved through a number of internal process improvements implemented throughout 1995. Operating expenses (research, selling, general and administrative) for the third quarter were 7.1 percent of sales compared to 6.0 percent in the prior year third quarter. For the nine months, operating expenses were 7.8 percent of sales compared to 7.0 percent for the same period a year ago. Higher expenses versus last year were primarily the result of additional headcount in the current year and the impact of expenses associated with incentive plans tied to the Company's performance. Operating expenses as a percent of sales were comparable with the prior year, excluding the impact of expenses associated with incentive plans. Net interest expense decreased $179,000, or 30 percent, and $503,000, or 28 percent, for the third quarter and first nine months of 1996, respectively, compared to the same periods in 1995. These comparisons reflect a reduction in total debt of approximately $10 million from July 31, 1995, and lower interest rates. The effective tax rate for the first nine months of 1996 and 1995 was 40.5 percent. Net income for the third quarter was $4,360,000, or $.42 per share, a per- share increase of 40 percent over last year's third quarter net income of $3,294,000, or $.30 per share. For the nine months, net income was $9,675,000, or $.92 per share, a per-share increase of 26 percent over last year's nine months net income of $7,907,000, or $.73 per share. The Company's share repurchase program had a favorable impact of 2 cents per share in the third quarter and 3 cents per share for the nine months of 1996. Financial Condition In the first nine months of 1996 cash generated by operations was $17,147,000. The Company's current ratio was 1.7 at July 31, 1996. Investing activities used cash of $4,755,000 in the first nine months of 1996. Capital expenditures of $4,779,000 were primarily for producitivity improve- ments. Capital spending for fiscal year 1996 is currently anticipated to be approximately $7,000,000. Financing activities used cash of $13,823,000 in the first nine months of 1996. Debt as a percentage of invested capital was 23.7 percent at July 31, 1996, significantly lower than the 30.8 percent at October 31, 1995. Total debt decreased $8,258,000 to $23,506,000 at July 31, 1996 from $31,764,000 at October 31, 1995. In the first nine months of 1996 the Company repurchased 396,300 shares at a total cost of $5,667,000. This included the completion of the Company's repurchase of 500,000 shares under its previous authorization. The total cost of the 500,000 shares repurchased was $7,194,750 at an average cost per share including commissions of $14.39. In February 1996, the Company announced that its Board of Directors passed a resolution authorizing the repurchase by the Company of up to an aggregate of 500,000 additional shares of its common stock over a twelve-month period, of which 13,300 shares have been repurchased to date. The Company has a $60,000,000 unsecured revolving credit facility that terminates on February 10, 1999, unless otherwise extended. At July 31, 1996, $47,000,000 was available under this facility. The credit facility and internally generated funds are expected to be adequate to finance McWhorter's capital expenditures and other operating requirements. With respect to environmental liabilities, management reviews each individual site, taking into consideration the numerous factors that influence the costs that will likely be incurred. Reserves are adjusted as additional information becomes available to better estimate the total remediation costs at individual sites. While uncertainties exist with respect to the amounts and timing of McWhorter's ultimate environmental liabilities, management believes that such liabilities, individually and in the aggregate, will not have a material adverse effect on the Company's financial condition or results of operations. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 	 	(a) Exhibits: 			 10.16.1	 Amendment to Indemnification Agreement dated May 17, 1995 between McWhorter Technologies, Inc. and John R. Stevenson 			 			10.17.1	 Amendment to Indemnification Agreement dated May 17, 1995 between McWhorter Technologies, Inc. and Jeffrey M. Nodland 			 			10.18.1	 Amendment to Indemnification Agreement dated May 17, 1995 between McWhorter Technologies, Inc. and Michelle L. Collins 			10.19.1	 Amendment to Indemnification Agreement dated May 17, 1995 between McWhorter Technologies, Inc. and Edward M. Giles 		10.20.1	 Amendment to Indemnification Agreement dated May 17, 1995 between McWhorter Technologies, Inc. and D. George Harris 			10.21.1	 Amendment to Indemnification Agreement dated May 17, 1995 between McWhorter Technologies, Inc. and Heinn F. Tomfohrde III 			10.23.1	 Amendment to Indemnification Agreement dated December 13, 1995 between McWhorter Technologies,Inc. and John G. Johnson, Jr. 			11.1	 Statement regarding computation of net income per share 	 	 		27	 Financial Data Schedules (b) No reports on Form 8-K were filed during the third quarter of 1996.	 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. 	McWhorter Technologies, Inc. 	 /s/ Louise M. Tonozzi-Frederick 	Louise M. Tonozzi- Frederick 	Vice President & Chief Financial Officer Date: September 6, 1996 EXHIBIT 10.16.1 - AMENDMENT TO INDEMNIFICATION AGREEMENT This amendment agreement is made as of this 21st day of August 1996 between McWhorter Technologies, Inc., a Delaware corporation ( Corporation ) and John R. Stevenson ( Director ). WHEREAS, Corporation and Director are parties to an Indemnification Agreement dated as of May 17, 1995 (the Indemnification Agreement ). WHEREAS, pursuant to the Indemnification Agreement the Corporation represents that it has in force and effect certain policies of Directors and Officers Liability Insurance ( D&O Insurance ). AND WHEREAS, the Corporation desires to alter its D&O Insurance coverage. NOW, THEREFORE, the parties hereto agree as follows: 1. Paragraph 2(a) of the Indemnification Agreement is hereby amended to read in its entirety as follows: 		a)	Corporation represents that it presently has in force and effect policies of D&O Insurance with insurance companies and in amounts as follows (the Insurance Policies ): 			Federal Insurance Company - Policy No. [8141-46-37] providing directors and officers liability coverages with limits of [$15] million per loss and per policy period and fiduciary liability coverage of [$5] million per loss and per policy period. 2. All other terms and provisions of the Indemnification Agreement shall remain in full force and effect and shall, to the extent applicable, govern the terms of this amendment agreement. IN WITNESS WHEREOF, the parties hereto executed this amendment agreement as of the day and the year first above written. 						McWHORTER TECHNOLOGIES, INC. 						By /s/ Jeffrey M. Nodland 						 Jeffrey M. Nodland 		 Executive Vice President and Chief Operating Officer 					DIRECTOR 						 /s/ John R. Stevenson 		 John R. Stevenson EXHIBIT 10.17.1	- AMENDMENT TO INDEMNIFICATION AGREEMENT This amendment agreement is made as of this 21st day of August 1996 between McWhorter Technologies, Inc., a Delaware corporation ( Corporation ) and Jeffrey M. Nodland ( Director ). WHEREAS, Corporation and Director are parties to an Indemnification Agreement dated as of May 17, 1995 (the Indemnification Agreement ). WHEREAS, pursuant to the Indemnification Agreement the Corporation represents that it has in force and effect certain policies of Directors and Officers Liability Insurance ( D&O Insurance ). AND WHEREAS, the Corporation desires to alter its D&O Insurance coverage. NOW, THEREFORE, the parties hereto agree as follows: 1. Paragraph 2(a) of the Indemnification Agreement is hereby amended to read in its entirety as follows: 		a)	Corporation represents that it presently has in force and effect policies of D&O Insurance with insurance companies and in amounts as follows (the Insurance Policies ): 			Federal Insurance Company - Policy No. [8141-46-37] providing directors and officers liability coverages with limits of [$15] million per loss and per policy period and fiduciary liability coverage of [$5] million per loss and per policy period. 2. All other terms and provisions of the Indemnification Agreement shall remain in full force and effect and shall, to the extent applicable, govern the terms of this amendment agreement. IN WITNESS WHEREOF, the parties hereto executed this amendment agreement as of the day and the year first above written. 						McWHORTER TECHNOLOGIES, INC. 						By /s/ John R. Stevenson 							John R. Stevenson 							President and Chief Executive Officer 						DIRECTOR 						 /s/ Jeffrey M. Nodland 							Jeffrey M. Nodland EXHIBIT 10.18.1 - AMENDMENT TO INDEMNIFICATION AGREEMENT This amendment agreement is made as of this 21st day of August 1996 between McWhorter Technologies, Inc., a Delaware corporation ( Corporation ) and Michelle L. Collins ( Director ). WHEREAS, Corporation and Director are parties to an Indemnification Agreement dated as of May 17, 1995 (the Indemnification Agreement ). WHEREAS, pursuant to the Indemnification Agreement the Corporation represents that it has in force and effect certain policies of Directors and Officers Liability Insurance ( D&O Insurance ). AND WHEREAS, the Corporation desires to alter its D&O Insurance coverage. NOW, THEREFORE, the parties hereto agree as follows: 1. Paragraph 2(a) of the Indemnification Agreement is hereby amended to read in its entirety as follows: 		a)	Corporation represents that it presently has in force and effect policies of D&O Insurance with insurance companies and in amounts as follows (the Insurance Policies ): 			Federal Insurance Company - Policy No. [8141-46-37] providing directors and officers liability coverages with limits of [$15] million per loss and per policy period and fiduciary liability coverage of [$5] million per loss and per policy period. 2. All other terms and provisions of the Indemnification Agreement shall remain in full force and effect and shall, to the extent applicable, govern the terms of this amendment agreement. IN WITNESS WHEREOF, the parties hereto executed this amendment agreement as of the day and the year first above written. 						McWHORTER TECHNOLOGIES, INC. 					By /s/ John R. Stevenson 						 John R. Stevenson 							President and Chief Executive Officer 						DIRECTOR 						 /s/ Michelle L. Collins 							Michelle L. Collins EXHIBIT 10.19.1 - AMENDMENT TO INDEMNIFICATION AGREEMENT This amendment agreement is made as of this 21st day of August 1996 between McWhorter Technologies, Inc., a Delaware corporation ( Corporation ) and Edward M. Giles ( Director ). WHEREAS, Corporation and Director are parties to an Indemnification Agreement dated as of May 17, 1995 (the Indemnification Agreement ). WHEREAS, pursuant to the Indemnification Agreement the Corporation represents that it has in force and effect certain policies of Directors and Officers Liability Insurance ( D&O Insurance ). AND WHEREAS, the Corporation desires to alter its D&O Insurance coverage. NOW, THEREFORE, the parties hereto agree as follows: 1. Paragraph 2(a) of the Indemnification Agreement is hereby amended to read in its entirety as follows: 		a)	Corporation represents that it presently has in force and effect policies of D&O Insurance with insurance companies and in amounts as follows (the Insurance Policies ): 			Federal Insurance Company - Policy No. [8141-46-37] providing directors and officers liability coverages with limits of [$15] million per loss and per policy period and fiduciary liability coverage of [$5] million per loss and per policy period. 2. 	All other terms and provisions of the Indemnification Agreement shall remain in full force and effect and shall, to the extent applicable, govern the terms of this amendment agreement. IN WITNESS WHEREOF, the parties hereto executed this amendment agreement as of the day and the year first above written. 						McWHORTER TECHNOLOGIES, INC. 						By /s/ John R. Stevenson 						 John R. Stevenson 							President and Chief Executive Officer 						DIRECTOR 						 /s/ Edward M. Giles 							Edward M. Giles EXHIBIT 10.20.1 - AMENDMENT TO INDEMNIFICATION AGREEMENT This amendment agreement is made as of this 21st day of August 1996 between McWhorter Technologies, Inc., a Delaware corporation ( Corporation ) and D. George Harris ( Director ). WHEREAS, Corporation and Director are parties to an Indemnification Agreement dated as of May 17, 1995 (the Indemnification Agreement ). WHEREAS, pursuant to the Indemnification Agreement the Corporation represents that it has in force and effect certain policies of Directors and Officers Liability Insurance ( D&O Insurance ). AND WHEREAS, the Corporation desires to alter its D&O Insurance coverage. NOW, THEREFORE, the parties hereto agree as follows: 1. Paragraph 2(a) of the Indemnification Agreement is hereby amended to read in its entirety as follows: 		a)	Corporation represents that it presently has in force and effect policies of D&O Insurance with insurance companies and in amounts as follows (the Insurance Policies ): 			Federal Insurance Company - Policy No. [8141-46-37] providing directors and officers liability coverages with limits of [$15] million per loss and per policy period and fiduciary liability coverage of [$5] million per loss and per policy period. 2. All other terms and provisions of the Indemnification Agreement shall remain in full force and effect and shall, to the extent applicable, govern the terms of this amendment agreement. IN WITNESS WHEREOF, the parties hereto executed this amendment agreement as of the day and the year first above written. 						McWHORTER TECHNOLOGIES, INC. 						By /s/ John R. Stevenson 						 John R. Stevenson 							President and Chief Executive Officer 						DIRECTOR 						 /s/ D. George Harris 							D. George Harris EXHIBIT 10.21.1 - AMENDMENT TO INDEMNIFICATION AGREEMENT This amendment agreement is made as of this 21st day of August 1996 between McWhorter Technologies, Inc., a Delaware corporation ( Corporation ) and Heinn F. Tomfohrde III ( Director ). WHEREAS, Corporation and Director are parties to an Indemnification Agreement dated as of May 17, 1995 (the Indemnification Agreement ). WHEREAS, pursuant to the Indemnification Agreement the Corporation represents that it has in force and effect certain policies of Directors and Officers Liability Insurance ( D&O Insurance ). AND WHEREAS, the Corporation desires to alter its D&O Insurance coverage. NOW, THEREFORE, the parties hereto agree as follows: 1. Paragraph 2(a) of the Indemnification Agreement is hereby amended to read in its entirety as follows: 		a)	Corporation represents that it presently has in force and effect policies of D&O Insurance with insurance companies and in amounts as follows (the Insurance Policies ): 			Federal Insurance Company - Policy No. [8141-46-37] providing directors and officers liability coverages with limits of [$15] million per loss and per policy period and fiduciary liability coverage of [$5] million per loss and per policy period. 2. All other terms and provisions of the Indemnification Agreement shall remain in full force and effect and shall, to the extent applicable, govern the terms of this amendment agreement. IN WITNESS WHEREOF, the parties hereto executed this amendment agreement as of the day and the year first above written. 						McWHORTER TECHNOLOGIES, INC. 			By /s/ John R. Stevenson 						 John R. Stevenson 							President and Chief Executive Officer 						DIRECTOR 	 					 /s/ Heinn F. Tomfohrde III 							Heinn F. Tomfohrde III EXHIBIT 10.23.1 - AMENDMENT TO INDEMNIFICATION AGREEMENT This amendment agreement is made as of this 21st day of August 1996 between McWhorter Technologies, Inc., a Delaware corporation ( Corporation ) and John G. Johnson, Jr. ( Director ). WHEREAS, Corporation and Director are parties to an Indemnification Agreement dated as of December 13, 1995 (the Indemnification Agreement ). WHEREAS, pursuant to the Indemnification Agreement the Corporation represents that it has in force and effect certain policies of Directors and Officers Liability Insurance ( D&O Insurance ). AND WHEREAS, the Corporation desires to alter its D&O Insurance coverage. NOW, THEREFORE, the parties hereto agree as follows: 1. Paragraph 2(a) of the Indemnification Agreement is hereby amended to read in its entirety as follows: 		a)	Corporation represents that it presently has in force and effect policies of D&O Insurance with insurance companies and in amounts as follows (the Insurance Policies ): 			Federal Insurance Company - Policy No. [8141-46-37] providing directors and officers liability coverages with limits of [$15] million per loss and per policy period and fiduciary liability coverage of [$5] million per loss and per policy period. 2. All other terms and provisions of the Indemnification Agreement shall remain in full force and effect and shall, to the extent applicable, govern the terms of this amendment agreement. IN WITNESS WHEREOF, the parties hereto executed this amendment agreement as of the day and the year first above written. 						McWHORTER TECHNOLOGIES, INC. 						By /s/ John R. Stevenson 						 John R. Stevenson 							President and Chief Executive Officer 						DIRECTOR 						 /s/ John G. Johnson, Jr. 							John G. Johnson, Jr. EXHIBIT 11.1 - Statement regarding computation of net income per share Quarter Ended Nine Months Ended July 31, July 31, 1996 1995 1996 1995 Primary Average common shares outstanding 10,480,240 10,952,018 10,558,794 10,895,309 Less: Shares of restricted stock 	 awards issued, not yet vested (94,354) (82,308) (94,354) (27,737) Net effect of dilutive stock options--based on the treasury stock method using average market price 44,548 10,278 22,531 10,724 Total 10,430,434 10,879,988 10,486,971 10,878,296 Net income $4,360,000 $3,294,000 $9,675,000 $7,907,000 Net income per share $ .42 $ .30 $ .92 $ .73 Fully Diluted Average common shares outstanding 10,480,240 10,952,018 10,558,794 10,895,309 Net effect of dilutive stock options--based on the treasury stock method using ending market price, if higher than average market price 44,548 10,822 22,159 10,724 Total 10,524,788 10,962,840 10,580,953 10,906,033 Net income $4,360,000 $3,294,000 $9,675,000 $7,907,000 Net income per share $ .41 $ .30 $ .91 $ .73