26.

Consolidating Financial Information

The 7.125% senior notes (senior notes) due 2016 are guaranteed by certain of our subsidiaries (Guarantor Subsidiaries) on a joint and several unsecured senior basis. The senior notes include a provision which allows for a Guarantor Subsidiary to be released of any obligation under the subsidiary guarantee under certain conditions. Those conditions include the sale or other disposition of all or substantially all of the Guarantor Subsidiary's assets. The Guarantor Subsidiaries include all of our existing and future 100% owned domestic restricted subsidiaries. The Guarantor Subsidiaries and the subsidiaries that do not guarantee the senior notes (the Non-Guarantor Subsidiaries) are 100% owned by NewMarket Corporation (the Parent Company). The Guarantor Subsidiaries consist of the following:


Ethyl Corporation		Afton Chemical Corporation
Ethyl Asia Pacific LLC		Afton Chemical Asia Pacific LLC
Ethyl Canada Holdings, Inc.		Afton Chemical Canada Holdings, Inc.
Ethyl Export Corporation		Afton Chemical Japan Holdings, Inc.
Ethyl Interamerica Corporation		Afton Chemical Additives Corporation
Ethyl Ventures, Inc.		NewMarket Services Corporation
Interamerica Terminals Corporation		The Edwin Cooper Corporation
Afton Chemical Intangibles LLC		Old Town LLC
NewMarket Investment Company		NewMarket Development Corporation
Foundry Park I, LLC		Foundry Park II, LLC
Gamble's Hill, LLC		Gamble's Hill Lab, LLC
Gamble's Hill Landing, LLC		Gamble's Hill Third Street, LLC
Gamble's Hill Tredegar, LLC

We conduct all of our business through and derive essentially all of our income from our subsidiaries. Therefore, our ability to make payments on the senior notes or other obligations is dependent on the earnings and the distribution of funds from our subsidiaries. There are no restrictions on the ability of any of our domestic subsidiaries to transfer funds to the Parent Company.

The following sets forth the Consolidating Statements of Income for the years ended December 31, 2011, December 31, 2010, and December 31, 2009; Consolidating Balance Sheets as of December 31, 2011 and December 31, 2010; and Condensed Consolidating Statements of Cash Flows for the years ended December 31, 2011, December 31, 2010, and December 31, 2009 for the Parent Company, the Guarantor Subsidiaries and Non-Guarantor Subsidiaries. The financial information is based on our understanding of the SEC's interpretation and application of Rule 3-10 of the SEC Regulation S-X.

The financial information may not necessarily be indicative of results of operations or financial position had the Guarantor Subsidiaries or Non-Guarantor Subsidiaries operated as independent entities. The Parent Company accounts for investments in these subsidiaries using the equity method.

During 2011, we made an adjustment to the presentation of previously reported amounts for intercompany activity on the Condensed Consolidating Statements of Cash Flows. This adjustment did not have an impact on the reported consolidated financial statements for the years ended December 31, 2011, December 31, 2010, or December 31, 2009.

NewMarket Corporation and Subsidiaries

Consolidating Statements of Income

Year Ended December 31, 2011


	Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Revenue:
Net sales—product	$	0		$	842,294	$	1,295,833		$	0		$	2,138,127
Rental revenue		0			11,431		0			0			11,431

		0			853,725		1,295,833			0			2,149,558

Costs:
Cost of goods sold—product		0			460,240		1,125,905			0			1,586,145
Cost of rental		0			4,386		0			0			4,386

		0			464,626		1,125,905			0			1,590,531

Gross profit		0			389,099		169,928			0			559,027
Selling, general, and administrative expenses		6,159			108,970		36,473			0			151,602
Research, development, and testing expenses		0			77,569		27,927			0			105,496
Gain on legal settlement, net		0			38,656		0			0			38,656

Operating (loss) profit		(6,159	)		241,216		105,528			0			340,585
Interest and financing expenses, net		14,398			1,266		3,156			0			18,820
Other (expense) income, net		(18,558	)		1,885		(1,375	)		0			(18,048	)

(Loss) income before income taxes and equity income of subsidiaries		(39,115	)		241,835		100,997			0			303,717
Income tax (benefit) expense		(15,400	)		83,348		28,862			0			96,810
Equity income of subsidiaries		230,622			0		0			(230,622	)		0

Net income	$	206,907		$	158,487	$	72,135		$	(230,622	)	$	206,907

NewMarket Corporation and Subsidiaries

Consolidating Statements of Income

Year Ended December 31, 2010


	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Revenue:
Net sales—product	$	0		$	744,288		$	1,041,788	$	0		$	1,786,076
Rental revenue		0			11,316			0		0			11,316

		0			755,604			1,041,788		0			1,797,392

Costs:
Cost of goods sold—product		0			396,483			881,022		0			1,277,505
Cost of rental		0			4,428			0		0			4,428

		0			400,911			881,022		0			1,281,933

Gross profit		0			354,693			160,766		0			515,459
Selling, general, and administrative expenses		5,310			101,495			30,162		0			136,967
Research, development, and testing expenses		0			69,914			21,274		0			91,188

Operating (loss) profit		(5,310	)		183,284			109,330		0			287,304
Interest and financing expenses, net		12,871			2,032			2,358		0			17,261
Other (expense) income, net		(10,586	)		(93	)		632		0			(10,047	)

(Loss) income before income taxes and equity income of subsidiaries		(28,767	)		181,159			107,604		0			259,996
Income tax (benefit) expense		(11,635	)		62,580			31,926		0			82,871
Equity income of subsidiaries		194,257			0			0		(194,257	)		0

Net income	$	177,125		$	118,579		$	75,678	$	(194,257	)	$	177,125

NewMarket Corporation and Subsidiaries

Consolidating Statements of Income

Year Ended December 31, 2009


	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Revenue:
Net sales—product	$	0		$	845,285		$	684,837	$	0		$	1,530,122
Rental revenue		0			0			0		0			0

		0			845,285			684,837		0			1,530,122

Costs:
Cost of goods sold—product		0			455,484			611,378		0			1,066,862
Cost of rental		0			0			0		0			0

		0			455,484			611,378		0			1,066,862

Gross profit		0			389,801			73,459		0			463,260
Selling, general, and administrative expenses		4,886			95,978			14,036		0			114,900
Research, development, and testing expenses		0			67,356			18,716		0			86,072

Operating (loss) profit		(4,886	)		226,467			40,707		0			262,288
Interest and financing expenses (income), net		12,085			(550	)		181		0			11,716
Other (expense) income, net		(11,398	)		85			117		0			(11,196	)

(Loss) income before income taxes and equity income of subsidiaries		(28,369	)		227,102			40,643		0			239,376
Income tax (benefit) expense		(12,676	)		76,673			13,096		0			77,093
Equity income of subsidiaries		177,976			0			0		(177,976	)		0

Net income	$	162,283		$	150,429		$	27,547	$	(177,976	)	$	162,283

NewMarket Corporation and Subsidiaries

Consolidating Balance Sheets

December 31, 2011


	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	17		$	9,653		$	40,700		$	0		$	50,370
Trade and other accounts receivable, net		0			122,812			164,432			(8,912	)		278,332
Amounts due from affiliated companies		732,392			1,057,075			17,132			(1,806,599	)		0
Inventories		0			106,278			200,507			0			306,785
Deferred income taxes		2,790			3,836			635			0			7,261
Prepaid expenses and other current assets		8,629			25,967			2,387			0			36,983

Total current assets		743,828			1,325,621			425,793			(1,815,511	)		679,731

Amounts due from affiliated companies		0			110,444			0			(110,444	)		0
Property, plant and equipment, at cost		0			815,209			219,263			0			1,034,472
Less accumulated depreciation and amortization		0			558,177			123,329			0			681,506

Net property, plant, and equipment		0			257,032			95,934			0			352,966

Investment in consolidated subsidiaries		989,039			0			0			(989,039	)		0
Prepaid pension cost		0			0			11,494			0			11,494
Deferred income taxes		43,053			0			0			(7,248	)		35,805
Other assets and deferred charges		42,219			29,166			2,234			0			73,619
Intangibles (net of amortization) and goodwill		0			30,758			7,289			0			38,047

Total assets	$	1,818,139		$	1,753,021		$	542,744		$	(2,922,242	)	$	1,191,662


LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	$	11		$	61,778		$	41,428		$	0		$	103,217
Accrued expenses		8,093			50,827			19,626			0			78,546
Dividends payable		8,529			0			0			0			8,529
Book overdraft		0			1,680			0			0			1,680
Amounts due to affiliated companies		944,282			818,452			43,865			(1,806,599	)		0
Long-term debt, current portion		0			2,943			8,023			0			10,966
Income taxes payable		12,229			0			9,769			(8,912	)		13,086

Total current liabilities		973,144			935,680			122,711			(1,815,511	)		216,024

Long-term debt		172,000			60,601			0			0			232,601
Amounts due to affiliated companies		0			8,025			102,419			(110,444	)		0
Other noncurrent liabilities		123,402			51,663			25,627			(7,248	)		193,444

Total liabilities		1,268,546			1,055,969			250,757			(1,933,203	)		642,069

Shareholders' equity:
Common stock and paid in capital		64			388,282			71,322			(459,604	)		64
Accumulated other comprehensive loss		(98,732	)		(20,355	)		(34,554	)		54,909			(98,732	)
Retained earnings		648,261			329,125			255,219			(584,344	)		648,261

Total shareholders' equity		549,593			697,052			291,987			(989,039	)		549,593

Total liabilities and shareholders' equity	$	1,818,139		$	1,753,021		$	542,744		$	(2,922,242	)	$	1,191,662

NewMarket Corporation and Subsidiaries

Consolidating Balance Sheets

December 31, 2010


	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
ASSETS
Cash and cash equivalents	$	17		$	7,717		$	41,458		$	0		$	49,192
Short-term investments		300			0			0			0			300
Trade and other accounts receivable, net		4,264			102,158			152,269			(943	)		257,748
Amounts due from affiliated companies		0			135,736			35,974			(171,710	)		0
Inventories		0			95,383			177,832			0			273,215
Deferred income taxes		2,805			3,332			739			0			6,876
Prepaid expenses and other current assets		5,455			7,746			2,243			0			15,444

Total current assets		12,841			352,072			410,515			(172,653	)		602,775

Amounts due from affiliated companies		0			57,470			0			(57,470	)		0
Property, plant and equipment, at cost		0			787,721			200,459			0			988,180
Less accumulated depreciation and amortization		0			535,241			118,963			0			654,204

Net property, plant, and equipment		0			252,480			81,496			0			333,976

Investment in consolidated subsidiaries		765,787			0			0			(765,787	)		0
Prepaid pension cost		0			660			7,937			0			8,597
Deferred income taxes		33,142			0			0			(11,168	)		21,974
Other assets and deferred charges		28,157			19,052			1,684			0			48,893
Intangibles (net of amortization) and goodwill		0			36,795			9,731			0			46,526

Total assets	$	839,927		$	718,529		$	511,363		$	(1,007,078	)	$	1,062,741


LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	$	219		$	68,042		$	40,989		$	0		$	109,250
Accrued expenses		11,253			41,535			18,770			0			71,558
Dividends payable		5,304			0			0			0			5,304
Book overdraft		0			1,063			0			0			1,063
Amounts due to affiliated companies		88,850			0			82,860			(171,710	)		0
Long-term debt, current portion		0			2,875			1,494			0			4,369
Income taxes payable		0			0			15,786			(943	)		14,843

Total current liabilities		105,626			113,515			159,899			(172,653	)		206,387

Long-term debt		154,000			63,544			0			0			217,544
Amounts due to affiliated companies		0			0			57,470			(57,470	)		0
Other noncurrent liabilities		88,661			48,331			21,346			(11,168	)		147,170

Total liabilities		348,287			225,390			238,715			(241,291	)		571,101

Shareholders' equity:
Common stock and paid in capital		0			385,870			73,734			(459,604	)		0
Accumulated other comprehensive loss		(73,820	)		(14,159	)		(35,900	)		50,059			(73,820	)
Retained earnings		565,460			121,428			234,814			(356,242	)		565,460

Total shareholders' equity		491,640			493,139			272,648			(765,787	)		491,640

Total liabilities and shareholders' equity	$	839,927		$	718,529		$	511,363		$	(1,007,078	)	$	1,062,741

NewMarket Corporation and Subsidiaries

Condensed Consolidating Statements of Cash Flows

Year Ended December 31, 2011


	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Cash provided from (used in) operating activities	$	(16,646	)	$	148,723		$	52,521		$	0		$	184,598

Cash flows from investing activities
Capital expenditures		0			(25,190	)		(28,325	)		0			(53,515	)
Deposits for interest rate swap		(46,467	)		0			0			0			(46,467	)
Return of deposits for interest rate swap		33,600			0			0			0			33,600
Payments on settlement of interest rate swap		(5,148	)		0			0			0			(5,148	)
Receipts from settlement of interest rate swap		274			0			0			0			274
Proceeds from sale of short-term investment		300			0			0			0			300
Cash dividends from subsidiaries		2,520			30,228			0			(32,748	)		0

Cash provided from (used in) investing activities		(14,921	)		5,038			(28,325	)		(32,748	)		(70,956	)

Cash flows from financing activities
Net borrowings (repayments) under revolving credit agreement		18,000			0			0			0			18,000
Repayment on Foundry Park I mortgage loan		0			(2,731	)		0			0			(2,731	)
Net borrowings under lines of credit		0			0			6,529			0			6,529
Repurchases of common stock		(98,093	)		0			0			0			(98,093	)
Dividends paid		(32,588	)		(2,520	)		(30,228	)		32,748			(32,588	)
Debt issuance costs		(3,233	)		0			0			0			(3,233	)
Proceeds from exercise of stock options		70			0			0			0			70
Excess tax benefits from stock-based payment arrangements		1,102			0			0			0			1,102
Payments on the capital lease		0			(144	)		0			0			(144	)
Financing from affiliated companies		146,309			(146,309	)		0			0			0

Cash provided from (used in) financing activities		31,567			(151,704	)		(23,699	)		32,748			(111,088	)

Effect of foreign exchange on cash and cash equivalents		0			(121	)		(1,255	)		0			(1,376	)

Increase (decrease) in cash and cash equivalents		0			1,936			(758	)		0			1,178
Cash and cash equivalents at beginning of year		17			7,717			41,458			0			49,192

Cash and cash equivalents at end of year	$	17		$	9,653		$	40,700		$	0		$	50,370

NewMarket Corporation and Subsidiaries

Condensed Consolidating Statements of Cash Flows

Year Ended December 31, 2010


	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Cash provided from (used in) operating activities	$	52,328		$	96,995		$	14,724		$	0		$	164,047

Cash flows from investing activities
Capital expenditures		0			(20,804	)		(15,602	)		0			(36,406	)
Deposits for interest rate swap		(44,072	)		0			0			0			(44,072	)
Return of deposits for interest rate swap		36,180			0			0			0			36,180
Payments on settlement of interest rate swap		(2,574	)		0			0			0			(2,574	)
Receipts from settlement of interest rate swap		266			0			0			0			266
Acquisition of business (net of cash acquired of $1.8 million in 2010)		0			0			(41,300	)		0			(41,300	)
Cash dividends from subsidiaries		2,800			12,111			0			(14,911	)		0

Cash provided from (used in) investing activities		(7,400	)		(8,693	)		(56,902	)		(14,911	)		(87,906	)

Cash flows from financing activities
Net borrowings (repayments) under revolving credit agreement		4,000			0			0			0			4,000
Repayment on Foundry Park I mortgage loan		0			(2,125	)		0			0			(2,125	)
Net borrowings under lines of credit		0			0			1,494			0			1,494
Repayment of Foundry Park I construction loan		0			(99,102	)		0			0			(99,102	)
Borrowing under Foundry Park I mortgage loan		0			68,400			0			0			68,400
Repurchases of common stock		(121,517	)		0			0			0			(121,517	)
Dividends paid		(22,608	)		(2,800	)		(12,111	)		14,911			(22,608	)
Debt issuance costs		(2,468	)		(1,524	)		0			0			(3,992	)
Proceeds from exercise of stock options		91			0			0			0			91
Excess tax benefits from stock-based payment arrangements		0			711			0			0			711
Payments on the capital lease		0			(835	)		0			0			(835	)
Payment for financed intangible asset		0			(1,000	)		0			0			(1,000	)
Issuance of intercompany note payable		0			(43,807	)		43,807			0			0
Repayment of intercompany note payable		0			(950	)		950			0			0
Financing from affiliated companies		57,583			(57,583	)		0			0			0

Cash provided from (used in) financing activities		(84,919	)		(140,615	)		34,140			14,911			(176,483	)

Effect of foreign exchange on cash and cash equivalents		0			(2,173	)		(124	)		0			(2,297	)

Increase (decrease) in cash and cash equivalents		(39,991	)		(54,486	)		(8,162	)		0			(102,639	)
Cash and cash equivalents at beginning of year		40,008			62,203			49,620			0			151,831

Cash and cash equivalents at end of year	$	17		$	7,717		$	41,458		$	0		$	49,192

NewMarket Corporation and Subsidiaries

Condensed Consolidating Statements of Cash Flows

Year Ended December 31, 2009


	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Cash provided from (used in) operating activities	$	(86,987	)	$	256,789		$	55,873		$	0		$	225,675

Cash flows from investing activities
Capital expenditures		0			(70,211	)		(18,922	)		0			(89,133	)
Deposits for interest rate swap		(38,730	)		0			0			0			(38,730	)
Return of deposits for interest rate swap		23,460			0			0			0			23,460
Deposits for interest rate lock agreement		0			(5,000	)		0			0			(5,000	)
Return of deposits for interest rate lock agreement		0			15,500			0			0			15,500
Purchase of short-term investment		(300	)		0			0			0			(300	)
Foundry Park I deferred leasing costs		0			(1,500	)		0			0			(1,500	)
Cash dividends from subsidiaries		221,950			10,796			0			(232,746	)		0

Cash provided from (used in) investing activities		206,380			(50,415	)		(18,922	)		(232,746	)		(95,703	)

Cash flows from financing activities
Net borrowings (repayments) under revolving credit agreement		(41,900	)		0			0			0			(41,900	)
Draws on Foundry Park I construction loan		0			55,603			0			0			55,603
Dividends paid		(16,347	)		(221,950	)		(10,796	)		232,746			(16,347	)
Debt issuance costs		(465	)		0			0			0			(465	)
Proceeds from exercise of stock options		40			0			0			0			40
Payments on the capital lease		0			(784	)		0			0			(784	)
Payment for financed intangible asset		0			(1,000	)		0			0			(1,000	)
Issuance of intercompany note payable		0			(13,402	)		13,402			0			0
Repayment of intercompany note payable		0			13,236			(13,236	)		0			0
Financing from affiliated companies		(20,713	)		20,713			0			0			0

Cash provided from (used in) financing activities		(79,385	)		(147,584	)		(10,630	)		232,746			(4,853	)

Effect of foreign exchange on cash and cash equivalents		0			(995	)		5,946			0			4,951

Increase (decrease) in cash and cash equivalents		40,008			57,795			32,267			0			130,070
Cash and cash equivalents at beginning of year		0			4,408			17,353			0			21,761

Cash and cash equivalents at end of year	$	40,008		$	62,203		$	49,620		$	0		$	151,831