Greetings and welcome to the NewMarket Corporation Third Quarter 2012 Financial Results Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. (Operator instructions) As a reminder, this conference is being recorded. It is now my pleasure to introduce your host David Fiorenza. Thank you, sir. You may begin.

Good morning. Thank you. Thanks for joining us to discuss our third quarter performance. With me today is Teddy Gottwald. I have a few planned comments, after which Teddy has a few about the special dividend and then after that we will be happy to take your questions. As a reminder, some of the comments we'll make today are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We believe we based our statements on reasonable expectations and assumptions within the bounds of what we know about our business and operations. However, we offer no assurance that actual results will not differ materially from our expectations due to uncertainties and factors that are difficult to predict and beyond our control. A full discussion of these factors can be found in our 2011 10-K. We plan to file our 10-Q today. It will contain more details on the operations of our company. Please take the time to review it. Last night we posted three releases, the earnings report and [two one] dividend action. I hope you have had a chance to review this. Net income for the third quarter was $64.7 million or $4.83 a share, compared to $71.4 million or $5.22 a share last year. Year-to-date, net income was $186 million or $13.91 a share, compared to $173 million or $12.54 a share for last year. You may recall that last year we had the benefit of a legal settlement that was recorded in the third quarter. Additionally we had various other items that are all detailed in the front page of last night’s earnings release. Excluding these special items from all periods, earnings for the third quarter was $65.8 million or $4.91 a share, which is a 19% increase over earnings for the third…

Sure. Thank you. Good morning. As you know the NewMarket board yesterday approved a special dividend of $25 a share, payable to shareholders on November 27. We will use excess cash in our bank revolver to fund the $335 million special dividend. This will raise our debt to EBITDA ratio by a modest amount. Over the past five years, we have discussed with you our strategy to grow our petroleum additives business, to look for acquisitions in the petroleum additives market, and then use share repurchases and dividends to improve shareholder value. Over this past five-year period, we have made two successful, but small petroleum additives acquisitions. We have spent over $330 million to buy back about 4 million of our shares or about 23% of the shares we had outstanding in 2006. And we have raised our dividend six fold to its current level of $0.75 per quarter. Also during this period, we have reinvested nearly $500 million in our businesses to support our customers and grow our business. We have maintained a healthy and conservative balance sheet throughout this period. Today we still see plenty of room to grow in our core petroleum additives business. We expect our future volumes to grow somewhat faster than the industry rate of 1% to 2% per year, and are planning to call for increased investment in the business to support our customers worldwide and to capture growth. We are generating a significant amount of cash in excess of our internal growth needs even with stepped up capital spending over the next several years. We continue to focus our acquisition strategy on the petroleum additives market, and since there are limited opportunities here, we have told you we are going to be patient, find the right acquisitions and not buy a business we know nothing about. Maintaining a modest amount of leverage is an important way for us to maximize shareholder value. This [provides] an immediate return for shareholders in a low tax rate, efficient environment. After this dividend is paid, we will still have a conservative balance sheet with plenty of capacity to continue to pursue acquisitions, use some or all of the $250 million authorized by the board for share repurchases, and provide a healthy regular dividend. We are optimistic about our future, and we will continue to use all means at our disposal to increase shareholder value. David.

Thank you, Teddy. Christine, we would like to go ahead and open the lines for any questions.

Thank you. (Operator instructions) Our first question comes from the line of Ivan Marcuse with KeyBanc Capital Markets. Please proceed with your question.

Hi guys. Great quarter. KeyBanc Capital Markets: Hi guys. Great quarter.

Thank you.

Quick question, you said that you expect volumes for your business or at least on a shipment level to be flat for the year, but I think in the first quarter I think shipments were down one, second quarter down about eight, seven or eight, then flat this quarter, does that imply volume should be up in the third quarter even though the market is contracting, is that how to think about it? KeyBanc Capital Markets: Quick question, you said that you expect volumes for your business or at least on a shipment level to be flat for the year, but I think in the first quarter I think shipments were down one, second quarter down about eight, seven or eight, then flat this quarter, does that imply volume should be up in the third quarter even though the market is contracting, is that how to think about it?

Yes. Hi, this is David. Yes, you said third, but fourth…

Fourth quarter. KeyBanc Capital Markets: Fourth quarter.

We expect fourth-quarter will be better than last year’s fourth quarter, and that will net out to a flattish year, yes.

Got you, and then with the leverage you bring on the balance sheet would you expect interest expense for next year to go up to or at least on a quarterly basis? KeyBanc Capital Markets: Got you, and then with the leverage you bring on the balance sheet would you expect interest expense for next year to go up to or at least on a quarterly basis?

Well, if you borrow the whole $335 million and repay about 2% on the revolver that would be the arithmetic.

Got you. And then with material cost for the quarter – looking at the third quarter, what is the – would the basket help, down with the basket on a year-over-year basis? KeyBanc Capital Markets: Got you. And then with material cost for the quarter – looking at the third quarter, what is the – would the basket help, down with the basket on a year-over-year basis?

On a year-over-year basis, it was down just about a couple of -- a point or so. It was -- I would call it flattish given the mix and so forth. It wasn’t either way much of anything, small decline.

Got you. And then going forward to debt, so since it is going to be on your revolver I guess you can pay it down faster as often as you wanted to do, is that kind of – sort of outside of acquisitions and investing in your business is that going to be a priority to pay down the debt going forward over the next year or two versus a share buyback or dividend or how would you rate that? KeyBanc Capital Markets: Got you. And then going forward to debt, so since it is going to be on your revolver I guess you can pay it down faster as often as you wanted to do, is that kind of – sort of outside of acquisitions and investing in your business is that going to be a priority to pay down the debt going forward over the next year or two versus a share buyback or dividend or how would you rate that?

You know, I have been as Teddy said in his comment, we are winding up after this is done, which is still with very low leverage. So there is not any pressure in our net to take every dollar we earn and pay down the revolver. So we are going to look at all of those choices just like we always have, and take the ones we think that gives the best return to our shareholders.

Great. And then your tax rate, with your business in China growing a little bit, it looks like would you expect your tax rate to sort of tick down over time due to sort of the mix being less US or how do you look at… KeyBanc Capital Markets: Great. And then your tax rate, with your business in China growing a little bit, it looks like would you expect your tax rate to sort of tick down over time due to sort of the mix being less US or how do you look at…

I don’t know what number you have right now, but if you think of 32 or 33 this year, over time we had some plans in place that would trail those down. So your observation is correct.

Got you. I will jump back in the queue. Thank you. KeyBanc Capital Markets: Got you. I will jump back in the queue. Thank you.

[Thank you.]

Our next question comes from the line of Kevin Hocevar with Northcoast Research. Please proceed with your question.

Hi, good morning guys. Northcoast Research: Hi, good morning guys.

Good morning.

Good morning.

How would you say the volumes were compared to the industry, because a lot of what we are seeing is that volumes were down across a lot of the industries. So, just wondering if you think you outperformed the industry, did you gain market share during the quarter, just wanted to get your thoughts on that? Northcoast Research: How would you say the volumes were compared to the industry, because a lot of what we are seeing is that volumes were down across a lot of the industries. So, just wondering if you think you outperformed the industry, did you gain market share during the quarter, just wanted to get your thoughts on that?

Kevin, looking at it over the course of this year as opposed to the quarter, I would say that I think we’re doing better than the market. Our view on the overall market this year is that it is – it has contracted in the kind of mid single-digit percentage range. We don’t feel that is sustainable. We think that it is a blip in the 1% to 2% growth pattern that we expect to continue to see over a longer period of time.

Okay. And in terms of the geographic breakout of the volumes, you know, could you kind of give a sense for what performed well geographically and what underperformed? Northcoast Research: Okay. And in terms of the geographic breakout of the volumes, you know, could you kind of give a sense for what performed well geographically and what underperformed?

I would characterize what we have seen is a widespread change. It is not any one region. I think certainly North America and parts of Europe have seen the decline and we would characterize Asia as being disappointing and not seeing the growth that we had expected, less growth in the region. So it is widespread.

Okay, and then finally, it looked like you got to more price in the quarter than [raw] might have been down a little bit, price was up, so do you think the timing of that, do you think you might have to give some price back in the fourth quarter, or do you expect that to be fairly sticky? Northcoast Research: Okay, and then finally, it looked like you got to more price in the quarter than [raw] might have been down a little bit, price was up, so do you think the timing of that, do you think you might have to give some price back in the fourth quarter, or do you expect that to be fairly sticky?

Yes, that is a very good question. Our outlook for raw materials in the fourth quarter are flattish with the third quarter. So we would just have to take that as it comes with respect to that question.

Okay. Thank you very much guys. Northcoast Research: Okay. Thank you very much guys.

You are welcome.

Our next question comes from the line of Eugene Fedotoff with Longbow Research. Please proceed with your question. Eugene Fedotoff – Longbow Research: Good morning guys. Congratulations on a good quarter.

Thanks. Eugene Fedotoff – Longbow Research: Just couple of follow-ups, I guess as far as softness that you mentioned, where do you see that as far as geography, are you seeing weaker demand in Asia, Europe, or North America?

No. We are seeing it widespread and probably the easiest thing to see is like industrial activity in the world, which is reported on all the time, and when that goes down then the need for the lubricants, and the need for additives for lubricants and that goes down also. But the slowdown really should be characterized as widespread as opposed to any one spot. Eugene Fedotoff – Longbow Research: Okay. So the growth in volumes year-over-year for the fourth quarter, you still expect volumes to be sequentially flat or down, right?

That is correct. That is correct. Eugene Fedotoff – Longbow Research: Okay, and just a follow up on raw material cost, you also mentioned that you expect flattish raw material environment in the fourth quarter compared to third quarter, what are your expectations year-over-year, it seems like raw material costs or at least base oil costs could one, increased significantly towards the end of the year last year, or maybe earlier this year, so you are expecting those downs to get better on a year-over-year basis?

You are asking me about fourth-quarter to fourth quarter? Eugene Fedotoff – Longbow Research: Right.

You know, I apologize. I don’t know the answer to that. I tend to focus on third quarter to fourth quarter. Eugene Fedotoff – Longbow Research: Got you. All right. Thank you.

You are welcome.

(Operator instructions) Our next question is a follow up question from Ivan Marcuse with KeyBanc Capital Markets. Please proceed with your question. Ivan Marcuse – KeyBanc Capital Markets: Hi, thanks for taking my follow up. A couple of quick questions, first, what was sort of the strategy behind doing a special dividend versus the buyback, how do you view that and why that decision?

Ivan, as we mentioned we constantly evaluate all methods or all uses of cash and leverage, and we certainly weigh them against each other and also look over a period of time. We are as we have said we have $250 million authorization outstanding today. And it is my view that we will use that going forward. It is good through the end of 2014 that David mentioned. We will certainly look at using and doing some share buybacks as we go forward. The special dividend does not limit our ability to do buybacks. I may not be answering your question directly, but it is sort of all of the above as we look at it. Ivan Marcuse – KeyBanc Capital Markets: Got it. And then in the first quarter, you had – it was a blockbuster quarter and then you basically said don’t take that quarter and multiply it by 4. But essentially it looks like so far the first nine months were more or less on that track. And then with volumes being up in the fourth quarter, you know pricing, the price cost probably remaining relatively stable, why wouldn’t you have another great quarter?

Going back to your first question, when we said that in the first quarter we really believed it, but as life turned out we are happy we were wrong.

And we were wondering who was going to ask us that question.

Yes, other than the normal variation that the fourth quarter typically brings the fundamentals of the business will continue to be good in the fourth quarter. Ivan Marcuse – KeyBanc Capital Markets: Right. So the only difference between fourth quarter and third quarter is there is a little bit of a seasonal tick down?

That is an accurate statement. Ivan Marcuse – KeyBanc Capital Markets: And raw materials, you are looking for on a sequential basis to stay flat?

That is our planning, yes. Ivan Marcuse – KeyBanc Capital Markets: And there – should there be any change in pricing, like is there a lag or anything else going through there?

You know, I can’t think of anything that would pop out on that question. Ivan Marcuse – KeyBanc Capital Markets: Great. And then last question, is there – a competitor of yours is certainly looking I guess to vertically integrate as an opportunity to grow in the business, so is a competitor, in a few items, would that ever be an option for you, not necessarily what that competitor is doing, but can you sort of – I know you are already vertically integrated in some areas, but you know, is that an opportunity for you on the acquisition front, or you just stick pretty much to buying technologies even though they are sort of small and few and far between?

We will certainly consider any opportunity that makes sense for us, and that would include make versus buy decisions on a number of key raw materials. So yes, we would consider vertical integration, but we are really focused on acquisitions that can help expand our technology, give us access to more markets and help us grow the business. Ivan Marcuse – KeyBanc Capital Markets: Right, but vertically integrated I am thinking about it right it is not outside your wheelhouse, it is something you know how to do, and it would be something that you would consider in the future if there was an opportunity?

Yes, that is correct. And like Teddy said, it really comes down to a make versus buy decision a lot of times. Ivan Marcuse – KeyBanc Capital Markets: Great. Well, great quarter. Thanks again.

Thank you.

Thank you.

(Operator instructions) Thank you. Our next question comes from the line of Tom Leritz with Kennedy Capital Management. Please proceed with your question. Tom Leritz – Kennedy Capital Management: Just a question on the capital allocation, you know, when I look at the business over the last several years you guys have really done a good job of increasing returns to a higher plateau, way above your cost of capital, just wanted to think about that, I mean you give the cash back to the shareholders, and you know we don’t earn a good return on it, it would seem to me that you know you need to have a lot more opportunity to grow the asset base either inorganically or organically, could you just talk about that thought process, you know, you have got these higher returns, why not make acquisitions more aggressively, or try to grow the business more aggressively rather than give the cash back to us?

Sure. Happy to comment on that. First of all, as I mentioned we do see sort of it is all of the above. We have talked with you previously about capacity expansion in Asia, and Singapore in particular. We do have significant plans for more reinvestment in the business over the next five years as compared with the previous five years. Our model of approaching the market is a customer (inaudible) model. It is a model of creating value for our customers, working specifically with customers to provide markets or provide products for their markets that help them grow their business, and lower their cost. We are not a company that takes a shotgun approach to grow. We take a measured approach to it, and we see a lot of opportunities in our marketplace, but we are taking a measured systematic approach to achieving that growth. Tom Leritz – Kennedy Capital Management: Okay, thanks.

Mr. Fiorenza we have no further questions at this time. I would now like to turn the floor back over to you.

Well, thanks to everyone for joining in and we will talk to you end of the next quarter. Have a good day.