INNOSPEC INC. 10-K

Item 8 Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Innospec Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Innospec Inc. and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. 45 Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. As described in Management’s Report on Internal Control over Financial Reporting, management has excluded QGP Química Geral S.A. (“QGP”) from its assessment of internal control over financial reporting as of December 31, 2023, because it was acquired by the Company in a purchase business combination during 2023. We have also excluded QGP from our audit of internal control over financial reporting. QGP is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent less than 2% and less than 1% respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 46 Plant Closure Provisions As described in Notes 2 and 13 to the consolidated financial statements, at December 31, 2023, the Company has recognized plant closure provisions of $61.6 million, the majority of which relates to asset retirement obligations. The Company recognizes asset retirement obligations when there is an obligation based on a legal requirement, including those arising from Company promises, and the costs can be reasonably estimated. The Company must comply with environmental legislation in the countries in which it operates or has operated in and annually reassesses the program of work required. This includes estimating the credit-adjusted risk free rate and the timing and cost of performing the remediation work. Management receives input from specialists to develop these estimates and assumptions utilizing the latest information available together with experience of recent costs. The principal considerations for our determination that performing procedures relating to the plant closure provisions is a critical audit matter are: (i) the significant judgment made by management when developing the estimate; (ii) a high degree of auditor judgment and subjectivity in applying procedures relating to the recognition and measurement of the asset retirement obligations; (iii) the audit effort involved the use of professionals with specialized skill and knowledge; and (iv) the significant audit effort in evaluating the significant assumptions related to: the program of work required; and the timing and cost of performing the remediation work. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the recognition and measurement of the plant closure provisions. These procedures also included, among others: (i) testing management’s process to recognize and measure the estimate; (ii) evaluating the appropriateness of the valuation method; (iii) testing the data used in the calculation of the estimate; (iv) evaluating the reasonableness of significant assumptions including the assessment of the program of work required; the timing and cost of performing the remediation work; and the credit-adjusted risk-free rate; and (v) evaluating the scope, competency, and objectivity of management’s specialists based on the work they were engaged to perform. Professionals with specialized skill and knowledge were used to assist in evaluating management’s method and the reasonableness of the significant assumptions in respect of the program of the work required and the timing and cost of performing the remediation work. /s/ PricewaterhouseCoopers LLP Manchester, United Kingdom February 14, 2024. We have served as the Company’s auditor since 2019. 47 CONSOLIDATED STATEMENTS OF INCOME ( in millions, except share and per share data ) Years ended December 31, 2023 2022 2021 Net sales $ 1,948.8 $ 1,963.7 $ 1,483.4 Cost of goods sold ( 1,357.7 ) ( 1,377.0 ) ( 1,048.5 ) Gross profit 591.1 586.7 434.9 Operating expenses: Selling, general and administrative ( 387.8 ) ( 360.7 ) ( 267.2 ) Research and development ( 41.7 ) ( 38.7 ) ( 37.4 ) Profit on disposal — — 1.8 Total operating expenses ( 429.5 ) ( 399.4 ) ( 302.8 ) Operating income 161.6 187.3 132.1 Other income/(expense), net 10.5 ( 1.6 ) 3.8 Interest income/(expense), net 2.3 ( 1.1 ) ( 1.5 ) Income before income tax expense 174.4 184.6 134.4 Income tax expense ( 35.3 ) ( 51.6 ) ( 41.3 ) Net income $ 139.1 $ 133.0 $ 93.1 Earnings per share: Basic $ 5.60 $ 5.37 $ 3.78 Diluted $ 5.56 $ 5.32 $ 3.75 Weighted average shares outstanding (in thousands): Basic 24,851 24,787 24,647 Diluted 25,022 24,982 24,854 The accompanying notes are an integral part of these statements. 48 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ( in millions ) Total comprehensive income for the years ended December 31 2023 2022 2021 Net income $ 139.1 $ 133.0 $ 93.1 Changes in cumulative translation adjustment (1) 18.3 ( 34.7 ) ( 22.2 ) Amortization of prior service cost/(credit) 0.5 0.5 0.3 Amortization of actuarial net losses/(gains) ( 2.1 ) 0.5 2.6 Actuarial net gains/(losses) arising during the year ( 23.4 ) ( 93.9 ) 37.2 Other comprehensive income, before tax 132.4 5.4 111.0 Income tax income/(expense) related to other comprehensive income 3.8 29.3 ( 7.5 ) Total comprehensive income $ 136.2 $ 34.7 $ 103.5 (1) Amounts are before tax of $( 2.4 ) million in 2023, $ 5.5 million in 2022 and $ 2.0 million in 2021. The accompanying notes are an integral part of these statements. 49 CONSOLIDATED BALANCE SHEETS ( in millions, except share and per share data ) At December 31 2023 2022 Assets Current assets: Cash and cash equivalents $ 203.7 $ 147.1 Trade and other accounts receivable (less allowances of $ 10.3 million and $ 7.7 million, respectively) 359.8 334.6 Inventories (less allowances of $ 28.1 million and $ 27.1 million, respectively): Finished goods 215.7 259.3 Raw materials 84.4 113.8 Total inventories 300.1 373.1 Prepaid expenses 18.7 14.1 Prepaid income taxes 2.8 3.3 Other current assets 0.6 0.4 Total current assets 885.7 872.6 Net property, plant and equipment 268.3 220.9 Operating leases right-of-use assets 45.1 45.3 Goodwill 399.3 358.8 Other intangible assets 57.3 45.0 Deferred tax assets 10.4 5.9 Pension asset 35.1 48.1 Other non-current assets 6.2 7.1 Total assets $ 1,707.4 $ 1,603.7 Liabilities and Equity Current liabilities: Accounts payable $ 163.6 $ 165.3 Accrued liabilities 185.9 202.9 Current portion of operating lease liabilities 13.6 13.9 Current portion of plant closure provisions 4.6 5.3 Current portion of accrued income taxes 2.6 18.4 Current portion of unrecognized tax benefits 1.2 — Total current liabilities 371.5 405.8 Operating lease liabilities, net of current portion 31.6 31.4 Plant closure provisions, net of current portion 57.0 51.9 Accrued income taxes, net of current portion 11.6 21.0 Unrecognized tax benefits, net of current portion 13.6 13.4 Deferred tax liabilities 33.5 26.2 Pension liabilities and post-employment benefits 13.3 12.2 Acquisition-related contingent deferred consideration 23.4 — Other non-current liabilities 2.3 1.4 Total liabilities 557.8 563.3 Equity: Common stock, $ 0.01 par value, authorized 40,000,000 shares, issued 29,554,500 shares 0.3 0.3 Additional paid-in capital 361.0 354.1 Treasury stock ( 4,686,511 and 4,788,966 shares at cost, respectively) ( 94.3 ) ( 95.4 ) Retained earnings 1,028.2 924.2 Accumulated other comprehensive loss ( 148.1 ) ( 145.2 ) Total Innospec stockholders’ equity 1,147.1 1,038.0 Non-controlling interest 2.5 2.4 Total equity 1,149.6 1,040.4 Total liabilities and equity $ 1,707.4 $ 1,603.7 The accompanying notes are an integral part of these statements. 50 CONSOLIDATED STATEMENTS OF CASH FLOWS ( in millions ) Years ended December 31, 2023 2022 2021 Cash Flows from Operating Activities Net income $ 139.1 $ 133.0 $ 93.1 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 39.3 40.1 42.7 Deferred taxes 3.6 ( 5.5 ) 6.4 Profit on disposal — — ( 1.8 ) Non-cash income of defined benefit pension plans ( 3.3 ) ( 2.5 ) ( 3.5 ) Stock option compensation 8.0 6.7 4.4 Changes in assets and liabilities, net of effects of acquired and divested companies: Trade and other accounts receivable ( 12.6 ) ( 55.5 ) ( 70.3 ) Inventories 83.0 ( 98.5 ) ( 62.0 ) Prepaid expenses ( 4.2 ) 4.6 ( 3.5 ) Accounts payable and accrued liabilities ( 26.9 ) 54.2 90.2 Plant closure provisions 4.0 1.1 ( 1.4 ) Accrued income taxes ( 25.9 ) 9.4 ( 3.2 ) Unrecognized tax benefits 1.4 ( 2.9 ) 0.3 Other assets and liabilities 1.8 ( 2.5 ) 1.8 Net cash provided by operating activities 207.3 81.7 93.2 Cash Flows from Investing Activities Capital expenditures ( 62.1 ) ( 39.6 ) ( 39.1 ) Proceeds on disposal of property, plant and equipment 0.1 0.2 2.9 Business combinations, net of cash acquired ( 34.7 ) — — Internally developed software ( 15.1 ) ( 2.7 ) — Net cash used in investing activities ( 111.8 ) ( 42.1 ) ( 36.2 ) Cash Flows from Financing Activities Non-controlling interest — 1.8 0.1 Proceeds from revolving credit facility — — — Repayments of revolving credit facility — — — Repayment of term loan ( 2.3 ) — — Repayment of finance leases — ( 0.1 ) ( 0.6 ) Refinancing costs ( 1.4 ) — — Dividend paid ( 35.1 ) ( 31.7 ) ( 28.8 ) Issue of treasury stock 0.9 2.2 10.1 Repurchase of common stock ( 1.1 ) ( 5.9 ) ( 0.8 ) Net cash used in financing activities ( 39.0 ) ( 33.7 ) ( 20.0 ) Effect of foreign currency exchange rate changes on cash 0.1 ( 0.6 ) ( 0.5 ) Net change in cash and cash equivalents 56.6 5.3 36.5 Cash and cash equivalents at beginning of year 147.1 141.8 105.3 Cash and cash equivalents at end of year $ 203.7 $ 147.1 $ 141.8 The accompanying notes are an integral part of these statements. 51 CONSOLIDATED STATEMENTS OF EQUITY ( in millions ) Common Stock Additional Paid-In Capital Treasury Stock Retained Earnings Accumulated Other Comprehensive Loss Non- controlling Interest Total Equity Balance at December 31, 2020 $ 0.3 $ 336.1 $ ( 93.3 ) $ 758.6 $ ( 57.3 ) $ 0.5 $ 944.9 Net income 93.1 93.1 Dividend paid ($ 1.16 per share) ( 28.8 ) ( 28.8 ) Changes in cumulative translation adjustment, net of tax ( 20.2 ) ( 20.2 ) Share of net income 0.1 0.1 Treasury stock re-issued 6.2 3.5 9.7 Treasury stock repurchased ( 0.8 ) ( 0.8 ) Stock option compensation 4.4 4.4 Amortization of prior service credit, net of tax 0.2 0.2 Amortization of actuarial net losses, net of tax 2.2 2.2 Actuarial net gains during the year, net of tax 28.2 28.2 Balance at December 31, 2021 $ 0.3 $ 346.7 $ ( 90.6 ) $ 822.9 $ ( 46.9 ) $ 0.6 $ 1,033.0 Net income 133.0 133.0 Dividend paid ($ 1.28 per share) ( 31.7 ) ( 31.7 ) Changes in cumulative translation adjustment, net of tax ( 29.2 ) ( 29.2 ) Non-controlling interest investment 1.8 1.8 Treasury stock re-issued 0.7 1.0 1.7 Treasury stock repurchased ( 5.8 ) ( 5.8 ) Stock option compensation 6.7 6.7 Amortization of prior service cost, net of tax 0.4 0.4 Amortization of actuarial net losses, net of tax 0.4 0.4 Actuarial net losses during the year, net of tax ( 69.9 ) ( 69.9 ) Balance at December 31 2022 $ 0.3 $ 354.1 $ ( 95.4 ) $ 924.2 $ ( 145.2 ) $ 2.4 $ 1,040.4 Net income 139.1 139.1 Dividend paid ($ 1.41 per share) ( 35.1 ) ( 35.1 ) Changes in cumulative translation adjustment, net of tax 15.9 15.9 Share of net income 0.1 0.1 Treasury stock re-issued ( 1.1 ) 2.2 1.1 Treasury stock repurchased ( 1.1 ) ( 1.1 ) Stock option compensation 8.0 8.0 Amortization of prior service cost, net of tax 0.4 0.4 Amortization of actuarial net gains, net of tax ( 1.7 ) ( 1.7 ) Actuarial net losses arising during the year, net of tax ( 17.5 ) ( 17.5 ) Balance at December 31 2023 $ 0.3 $ 361.0 $ ( 94.3 ) $ 1,028.2 $ ( 148.1 ) $ 2.5 $ 1,149.6 The accompanying notes are an integral part of these statements. 52 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1. Nature of Operations Innospec develops, manufactures, blends, markets and supplies a wide range of specialty chemicals to markets in the Americas, Europe, the Middle East, Africa and Asia-Pacific. Our Performance Chemicals business creates innovative technology-based solutions for our customers in the personal care, home care, agrochemical, construction, mining and other industrial markets. Our Fuel Specialties business specializes in manufacturing and supplying fuel additives that improve fuel efficiency, boost engine performance and reduce harmful emissions. Our Oilfield Services business supplies drilling, completion and production chemicals which make exploration and production more effective, cost-efficient and environmentally friendly. Note 2. Accounting Policies Basis of preparation: The consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America on a going concern basis and include all subsidiaries of the Company where the Company has a controlling financial interest. All intercompany accounts and balances have been eliminated upon consolidation. In accordance with GAAP in the United States of America, the results of operations of an acquired or disposed business are included or excluded from the consolidated financial statements from the date of acquisition or disposal. Use of estimates: The preparation of the consolidated financial statements, in accordance with GAAP in the United States of America, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Revenue recognition: Our revenues are primarily derived from the manufacture and sale of specialty chemicals. We recognize revenue when control of the product is transferred to our customer and for an amount that reflects the consideration we expect to collect from the customer. Control is generally transferred to the customer when title transfers (which may include physical possession by the customer), we have a right to payment from the customer, the customer has accepted the product, and the customer has assumed the risks and rewards of ownership. We have supplier managed inventory arrangements with some of our customers to facilitate on-demand product availability. In some cases, the inventory resides at a customer site, although title has not transferred, we are not entitled to payment, and we have not invoiced for the product. We have evaluated the contract terms under these arrangements and have determined that control transfers when the customer uses the product, at which time revenue is recognized. Our contracts generally include one performance obligation, which is providing specialty chemicals. The performance obligation is satisfied at a point in time when products are shipped, delivered, or consumed by the customer, depending on the underlying contracts. While some of our customers have payment terms beyond 30 days, we do not provide extended payment terms of a year or more, nor do our contracts include a financing component. Some of our contracts include variable consideration in the form of rebates. We record rebates at the point of sale as a reduction in sales when we can reasonably estimate the amount of the rebate. The estimates are based on our best judgment at the time of sale, which includes anticipated as well as historical performance. 53 Taxes assessed by a governmental authority which are concurrent with sales to our customers, including sales, use, value-added, and revenue-related excise taxes, are collected by us from the customer and are not included in net sales, but are reflected in accrued liabilities until remitted to the appropriate governmental authority. When we are responsible for shipping and handling costs after title has transferred, we account for those as fulfilment costs and include them in cost of goods sold. Components of net sales: All amounts billed to customers relating to shipping and handling are classified as net sales. Shipping and handling costs incurred by the Company are classified as cost of goods sold. Components of cost of goods sold: Cost of goods sold is comprised of raw material costs including inbound freight, duty and non-recoverable taxes, inbound handling costs associated with the receipt of raw materials, packaging materials, manufacturing costs including labor costs, maintenance and utility costs, plant and engineering overheads, amortization expense for certain other intangible assets, warehousing and outbound shipping costs and handling costs. Inventory losses and provisions and the costs of customer claims are also recognized in the cost of goods line item. Components of selling, general and administrative expenses: Selling expenses comprise the costs of the direct sales force, and the sales management and customer service departments required to support them. It also comprises commission charges, the costs of sales conferences and trade shows, the cost of advertising and promotions, amortization expense for certain other intangible assets, and the cost of bad and doubtful debts. General and administrative expenses comprise the cost of support functions including accounting, human resources, information technology and the cost of group functions including corporate management, finance, tax, treasury, investor relations and legal departments. Provision of management’s best estimate of legal and settlement costs for litigation in which the Company is involved is accounted for in the administrative expense line item. Research and development expenses: Research, development and testing costs are expensed to the income statement as incurred. Earnings per share: Basic earnings per share is based on the weighted average number of common shares outstanding during the period. Diluted earnings per share includes the effect of options that are dilutive and outstanding during the period. Foreign currencies: The Company’s policy is that foreign exchange differences arising on the translation of the balance sheets of entities that have functional currencies other than the U.S. dollar are taken to a separate equity reserve, the cumulative translation adjustment. In entities where the U.S. dollar is the functional currency no gains or losses on translation occur, and gains or losses on monetary assets relating to currencies other than the U.S. dollar are taken to the income statement in other income/(expense), net. Gains and losses on intercompany foreign currency loans which are long-term in nature, which the Company does not intend to settle in the foreseeable future, are also recorded in accumulated other comprehensive loss. Other foreign exchange gains or losses are also included in other income, net in the income statement. Share-based compensation plans: The Company accounts for employee stock options and stock equivalent units under the fair value method. Stock options are fair valued at the grant date and the fair value is recognized straight-line over the vesting period of the option. Stock equivalent units are fair valued at each balance sheet date and the fair value is spread over the remaining vesting period of the unit. Business combinations: The acquisition method of accounting requires that we recognize the assets acquired and liabilities assumed at their acquisition date fair values. Goodwill is measured as the excess 54 of consideration transferred over the acquisition date net fair values of the assets acquired and the liabilities assumed. The determination of the fair values of certain assets and liabilities are usually based on significant estimates provided by management, such as forecast revenue or profit. In determining the fair value of intangible assets, an income approach is generally used and may incorporate the use of a discounted cash flow method. In applying the discounted cash flow method, the estimated future cash flows and residual values for each intangible asset are discounted to a present value using a discount rate appropriate to the business being acquired. These cash flow projections are based on management’s estimates of economic and market conditions including revenue growth rates, operating margins, capital expenditures and working capital requirements. Cash equivalents: Investment securities with maturities of three months or less when purchased are considered to be cash equivalents. Trade and other accounts receivable: The Company records trade and other accounts receivable at net realizable value and maintains allowances for customers not making required payments. The Company determines the adequacy of allowances by periodically evaluating each customer receivable considering our customer’s financial condition, credit history and current economic conditions. The Company is exposed to credit losses primarily through sales of products. The Company’s expected loss allowance methodology for trade and other accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers’ receivables. Due to the short-term nature of such receivables, the estimate of accounts receivable amounts that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers. Additionally, a further allowance is included to account for the Company’s historic track record of credit losses, for balances which are not aged sufficiently to be considered under the aging based approach. Inventories: Inventories are stated at the lower of cost (FIFO method) or market value. Cost includes materials, labor and an appropriate proportion of plant overheads. The Company accrues volume discounts where it is probable that the required volume will be attained and the amount can be reasonably estimated. The discounts are recorded as a reduction in the cost of materials based on projected purchases over the period of the agreement. Inventories are adjusted for estimated obsolescence and written down to market value based on estimates of future demand and market conditions. Property, plant and equipment: Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is provided over the estimated useful lives of the assets using the straight-line method and is allocated between cost of goods sold and operating expenses. The cost of additions and improvements are capitalized. Maintenance and repairs are charged to expenses as incurred. When assets are sold or retired the associated cost and accumulated depreciation are removed from the consolidated financial statements and any related gain or loss is included in earnings. The estimated useful lives of the major classes of depreciable assets are as follows: Buildings 7 to 25 years Equipment 3 to 10 years Goodwill: Goodwill is deemed to have an indefinite life and is subject to at least annual impairment assessments at the reporting unit level. The Company considers that its reporting units are consistent with its reportable segments. The components in each segment (including products, markets and competitors) 55 have similar economic characteristics and the segments, therefore, reflect the lowest level at which operations and cash flows can be sufficiently distinguished, operationally and for financial reporting purposes, from the rest of the Company. Initially we perform a qualitative assessment to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reportable segment is less than the carrying amount prior to performing a quantitative goodwill impairment test. The annual measurement date for impairment assessment of the goodwill relating to the Performance Chemicals, Fuel Specialties and Oilfield Services segments is December 31 each year. Factors utilized in the qualitative assessment process include macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and Company specific events. If a quantitative test is required, we assess the fair value based on projected post-tax cash flows discounted at the Company’s weighted average cost of capital. These fair value techniques require management judgment and estimates including revenue growth rates, projected operating margins, changes in working capital and discount rates. We would develop these assumptions by considering recent financial performance and industry growth estimates. O ther intangible assets: Other intangible assets are deemed to have finite lives and are amortized using the straight-line method over their estimated useful lives. The Company capitalizes software development costs as intangible assets, including licenses, subsequent to the establishment of technological feasibility. These assets are tested for potential impairment when events occur or circumstances change, which suggest an impairment may have occurred. In order to facilitate testing for potential impairment the Company groups together assets at the lowest possible level for which cash flow information is available. Undiscounted future cash flows expected to result from the asset groups are compared with the carrying value of the assets and, if such cash flows are lower, an impairment loss may be recognized. The amount of the impairment loss is the difference between the fair value and the carrying value of the assets. Fair values are determined using post-tax cash flows discounted at the Company’s weighted average cost of capital. If events occur or circumstances change it may cause a reduction in the periods over which the assets are amortized or result in a non-cash impairment of their carrying value. A reduction in the amortization periods would have no impact on cash flows. The estimated useful lives of the major classes of assets are as follows: Technology 10 to 17 years Customer lists 10 to 15 years Brand names 5 to 10 years Product rights 9 to 10 years Internally developed software 3 to 10 years Marketing related 11 years Leases: We determine if an arrangement is a lease at inception. The present value of the future lease payments for operating leases is included in operating lease right-of-use (“ROU”) assets, and operating lease liabilities (current and non-current) on our consolidated balance sheet at the reporting date. The carrying value of assets under finance leases is included in property, plant and equipment and finance lease liabilities (current and non-current) on our consolidated balance sheet at the reporting date. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future lease payments over the remaining lease term. Very few of our leases have renewal options or early 56 termination break clauses, but where they do, we have assessed the term of the lease based on any options being exercised only if they are reasonably certain. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at point of recognition in determining the present value of future payments. The operating lease ROU asset excludes lease incentives and initial direct costs incurred. Lease expense for lease payments is recognized on a straight-line basis over the lease term unless payments are variable per the agreement. We do not separate related non-lease components from lease components. Where we have lease payments linked to an index or inflationary rate, this rate has been used to value the asset and liability at the inception of the lease. If the payments are not linked to a specific index or inflationary rate, but can vary during the term of the agreement, they have been included at their actual value for each future period. In some circumstances the future expected payments may be dependent on other factors, for example production volumes, in which case we have used the minimum future expected payments to value the asset. We do not recognize a ROU asset or operating lease liability for short-term leases (with a length of one year or less), and any associated cost is recognized, as incurred, through the income statement. Deferred finance costs: The costs relating to debt financing are capitalized and amortized using the effective interest method over the expected life of the debt financing facility. The amortization charge is included in interest expense in the income statement. Impairment of long-lived assets: The Company reviews the carrying value of its long-lived assets, including buildings and equipment, whenever changes in circumstances suggest that the carrying values may be impaired. In order to facilitate this test, the Company groups together assets at the lowest possible level for which cash flow information is available. Undiscounted future cash flows expected to result from the asset groups are compared with the carrying value of the asset groups and if they are lower an impairment loss may be recognized. The amount of the impairment loss is the difference between the fair value and the carrying value of the asset groups. Fair values are determined using post-tax cash flows discounted at the Company’s weighted average cost of capital. Derivative instruments: From time to time, the Company uses various derivative instruments including forward currency contracts, options, interest rate swaps and commodity swaps to manage certain exposures. These instruments are entered into under the Company’s corporate risk management policy to minimize exposure and are not for speculative trading purposes. The Company recognizes all derivatives as either current or non-current assets or liabilities in the consolidated balance sheet and measures those instruments at fair value. Changes in the fair value of derivatives that are not designated as hedges, or do not meet the requirements for hedge accounting, are recognized in earnings. Derivatives which are designated as hedges are tested for effectiveness on a quarterly basis and marked to market. The ineffective portion of the derivative’s change in value is recognized in earnings. The effective portion is recognized in other comprehensive income until the hedged item is recognized in earnings. Plant closure provisions: This includes both environmental compliance and remediation costs. Environmental compliance costs include ongoing maintenance, monitoring and similar costs and extend to environmental liabilities that result from other-than-normal operation of long-lived assets, for example pollution. Remediation costs relate to asset retirement obligations at our current and former manufacturing sites following retirement of the long-lived assets, linked to their normal operation. We recognize environmental remediation liabilities when they are probable and the costs can be reasonably estimated, and asset retirement obligations when there is an obligation based on a legal requirement, including those 57 arising from a Company promise, and the costs can be reasonably estimated. The vast majority of our plant closure provision relates to our Ellesmere Port site in the United Kingdom. The Company must comply with environmental legislation in the countries in which it operates or has operated in and annually reassesses the program of work required. This includes estimating the credit-adjusted risk-free rate and the timing and cost of performing the remediation work. Management receives input from specialists to develop these estimates and assumptions utilizing the latest information available together with experience of recent costs. While we believe our assumptions for the liabilities are reasonable, they are subjective estimates and it is possible that variations in any of the assumptions will result in materially different calculations to the liabilities we have reported. Costs of future obligations are discounted to their present values using the Company’s credit-adjusted risk-free rate. Pension plans and other post-employment benefits: The Company recognizes the funded status of defined benefit post-retirement plans on the consolidated balance sheets and changes in the funded status in comprehensive income. The measurement date of the plan’s funded status is the same as the Company’s fiscal year-end. The service costs are recognized as employees render the services necessary to earn the post-employment benefits. Prior service costs and credits and actuarial gains and losses are amortized over the average remaining life expectancy of the inactive participants using the corridor method. The insurance contracts are adjusted each reporting period to reflect the estimated fair value of the premium that would be paid for such contracts at that time. In May 2022, the Trustees of the United Kingdom defined benefit pension plan (“UK Plan”) entered into an agreement with Legal and General Assurance Society Limited to acquire an insurance policy that operates as an investment asset, with the intent of matching the remaining uninsured part of the UK Plan’s future cash outflow arising from the accrued pension liabilities of members. Such an arrangement is commonly termed as a “buy-in”. The benefit obligation was not transferred to the insurer, and the Company remains responsible for paying pension benefits. The initial value of the asset associated with this contract was equal to the premium paid to secure the contract and is adjusted each reporting period to reflect the estimated fair value of the premium that would be paid for such a contract at that time. The buy-in reduces the UK Plan’s value at risk in relation to key risks associated with improved longevity, inflation and interest rate movements while improving the security to the UK Plan and its members. The Company consequently benefits from the buy-in as it reduces the UK Plan’s potential reliance on the Company for future cash funding requirements. Movements in the Projected Benefit Obligation (“PBO”) are dependent on our assumptions in respect of the discount rate, annual member mortality rates, future return on assets and future inflation. Income taxes: The Company provides for income taxes by recognizing deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the relevant tax bases of the assets and liabilities. The Company then evaluates the need for a valuation allowance to reduce deferred tax assets to the amount more likely than not to be realized. The effect on deferred taxes of a change in tax rates is recognized in the period that includes the enactment date. The Company recognizes the tax benefit from a tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company recognizes accrued interest and penalties associated with unrecognized tax benefits as part of income taxes in our consolidated statements of income . 58 Note 3. Segment Reporting and Geographical Area Data The Performance Chemicals, Fuel Specialties and Oilfield Services segments operate in markets where we actively seek growth opportunities although their ultimate customers are different. Our Performance Chemicals segment provides effective technology-based solutions for our customers’ processes or products focused in the personal care, home care, agrochemical, construction, mining and other industrial markets. Our Fuel Specialties segment develops, manufactures, blends, markets and supplies a range of specialty chemicals products used as additives to a wide range of fuels. Our Oilfield Services segment develops and markets chemical solutions for fracturing, drilling, stimulation and completion operations, products for oil and gas production and transport which aid flow assurance and maintain asset integrity. In 2023, the Company had a significant customer in the Oilfield Services segment which accounted for $ 265.2 million ( 13.6 %) of our net group sales (2022 - $ 222.2 million and 11.3 %). The Company evaluates the performance of its segments based on operating income. The following table analyzes sales and other financial information by the Company’s reportable segments: (in millions) 2023 2022 2021 Net Sales: Personal Care $ 352.7 $ 393.3 $ 296.1 Home Care 86.8 94.2 93.0 Other 122.1 152.2 136.2 Performance Chemicals 561.6 639.7 525.3 Refinery and Performance 540.6 552.6 445.3 Other 155.3 177.6 173.0 Fuel Specialties 695.9 730.2 618.3 Oilfield Services 691.3 593.8 339.8 $ 1,948.8 $ 1,963.7 $ 1,483.4 Operating income/(expense): Performance Chemicals $ 54.5 $ 95.3 $ 70.9 Fuel Specialties 109.7 121.7 104.6 Oilfield Services 78.6 41.7 10.4 Corporate costs ( 81.2 ) ( 71.4 ) ( 55.6 ) Profit on disposal — — 1.8 Total operating income $ 161.6 $ 187.3 $ 132.1 Identifiable assets at year-end: Performance Chemicals $ 580.1 $ 610.4 $ 469.5 Fuel Specialties 529.2 500.6 571.3 Oilfield Services 310.8 297.8 230.8 Corporate 287.3 194.9 299.3 $ 1,707.4 $ 1,603.7 $ 1,570.9 59 The Company includes within the corporate costs line item the costs of: • managing the group as a company with securities listed on the NASDAQ and registered with the SEC; • the CEO’s office, group finance, group human resources, group legal and compliance counsel, and investor relations; • running the corporate offices in the U.S. and Europe; • the corporate development function since they do not relate to the current trading activities of our other reporting segments; and • the corporate share of the information technology, product technology, safety, health, environment, accounting and human resources departments. The following tables analyze sales and other financial information by location: (in millions) 2023 2022 2021 Net sales by source: United States & North America $ 1,272.8 $ 1,244.9 $ 821.6 Europe 958.9 1,049.4 927.5 Rest of World 51.0 67.7 66.4 Sales between areas ( 333.9 ) ( 398.3 ) ( 332.1 ) $ 1,948.8 $ 1,963.7 $ 1,483.4 Income before income taxes: United States & North America $ 107.8 $ 109.1 $ 54.6 Europe 81.7 68.4 72.5 Rest of World ( 15.1 ) 7.1 7.3 $ 174.4 $ 184.6 $ 134.4 Long-lived assets at year-end: United States & North America $ 156.4 $ 147.0 $ 137.3 Europe 193.9 163.0 167.4 Rest of World 17.3 0.2 0.2 $ 367.6 $ 310.2 $ 304.9 Identifiable assets at year-end: United States & North America $ 630.2 $ 570.9 $ 464.9 Europe 605.9 626.3 698.4 Rest of World 72.0 47.7 43.3 Goodwill 399.3 358.8 364.3 $ 1,707.4 $ 1,603.7 $ 1,570.9 Sales by geographical area are reported by source, being where the transactions originated. Intercompany sales are priced using an appropriate pricing methodology and are eliminated in the consolidated financial statements. Identifiable assets are those directly associated with the operations of the geographical area. Goodwill has not been allocated by geographical location on the grounds that it would be impracticable to do so. 60 Note 4. Earnings per Share Basic earnings per share is based on the weighted average number of common shares outstanding during the period. Diluted earnings per share includes the effect of options that are dilutive and outstanding during the period. Per share amounts are computed as follows: 2023 2022 2021 Numerator (in millions): Net income available to common stockholders $ 139.1 $ 133.0 $ 93.1 Denominator (in thousands): Weighted average common shares outstanding 24,851 24,787 24,647 Dilutive effect of stock options and awards 171 195 207 Denominator for diluted earnings per share 25,022 24,982 24,854 Net income per share, basic: $ 5.60 $ 5.37 $ 3.78 Net income per share, diluted: $ 5.56 $ 5.32 $ 3.75 In 2023, 2022 and 2021 the average number of anti-dilutive options excluded from the calculation of diluted earnings per share were 20,334 , 79,145 and 18,378 respectively. Note 5. Acquisition of QGP Química Geral On December 8, 2023, the Company acquired QGP Química Geral (“QGP”). The Company purchased the business for a total consideration of $ 58.0 million, net of cash acquired, and subject to working capital adjustments. A portion of the consideration is deferred and payable in cash by December 7, 2026, and contingent on the financial performance of QGP for the 12 months ended June 30, 2026. The fair value of this deferred, contingent consideration at December 31, 2023 is $ 23.4 million. This deferred, contingent consideration will be updated at each balance sheet date based on latest available information. We acquired the business to further strengthen our Performance Chemicals segment and add a manufacturing base in South America to compliment all of our end markets. The revenue and earnings for QGP included in the consolidated income statement of the Company since the acquisition date, are immaterial to the group's results and financial position, due to the proximity of the acquisition to the reporting date. The following table summarizes the calculations of the total purchase price and the estimated allocation of the purchase price to the provisional assets acquired and liabilities assumed for the business: (in millions) QGP Goodwill $ 37.4 Other intangible assets 7.3 Deferred tax on other intangible assets ( 2.5 ) Net property, plant and equipment 9.6 Other net assets acquired 6.2 Purchase price, net of cash acquired $ 58.0 The measurement periods for the valuation of assets acquired and liabilities assumed ends as soon as information on the facts and circumstances that existed as of the acquisition dates becomes available but 61 does not exceed twelve months. We have reviewed the acquired intangibles associated with the acquisition and concluded that the main identifiable asset is in relation to customer lists. Based on current information available to management, we do not expect there to be any other material intangible assets other than goodwill. We have engaged a third-party to assess the fair value of the intangible assets and acquired fixed assets. This assessment has not been finalized due to the proximity of the acquisition to the filing date. Accordingly, a provisional amount based on previous acquisitions and management’s best current estimate has been included for customer lists with the remaining purchase price above the book value of fixed assets and other net assets acquired being allocated to goodwill at this stage. We have provisionally estimated the expected useful life of the other intangible assets to be 10 years. We have not completed our alignment of accounting policies or fair value review on the other net assets acquired at this stage, but any potential adjustments would not have a material impact on the reported figures. QGP, and the associated goodwill, are included within our Performance Chemicals segment for management and reporting purposes. There is currently no goodwill amortizable for tax purposes. Supplemental unaudited pro forma information For illustrative purposes only pro forma information of the enlarged group is provided below but is not necessarily indicative of what the financial position or results of operations would have been had the QGP acquisition been completed as part of the Company from January 1, 2021. In addition, the unaudited pro forma financial information is not indicative of, nor does it purport to project, the future financial position of operating results of the enlarged group. (in millions, except per share data) 2023 2022 2021 Net sales $ 2,001.7 $ 2,017.9 $ 1,527.9 Net income $ 145.1 $ 140.7 $ 98.2 Earnings per share – basic $ 5.84 $ 5.68 $ 3.99 – diluted $ 5.80 $ 5.63 $ 3.95 Adjustments to the unaudited pro forma financial information includes amortization in respect of the acquired other intangible assets, and the acquisition-related costs incurred in respect of the transaction. Note 6. Property, Plant and Equipment Property, plant and equipment consists of the following: (in millions) 2023 2022 Land $ 22.8 $ 20.6 Buildings 81.9 68.7 Equipment 418.1 377.5 Work in progress 69.5 45.7 Total gross cost 592.3 512.5 Less accumulated depreciation and impairment ( 324.0 ) ( 291.6 ) Total net book value $ 268.3 $ 220.9 Of the total net book value of equipment at December 31, 2023, $ 0.0 million are in respect of assets held under finance leases (2022 – $ 0.0 million). 62 Depreciation charges were $ 27.9 million, $ 25.7 million and $ 26.3 million in 2023, 2022 and 2021, respectively. Note 7. Leases We have operating and finance leases for toll manufacturing facilities, warehouse storage, land, buildings, plant and equipment. Our leases have remaining lease terms of up to 22 years , some of which include options to terminate the leases within 1 year . The components of lease expense were as follows: (in millions) Twelve Months Ended December 31 Twelve Months Ended December 31 Twelve Months Ended December 31 2023 2022 2021 Finance lease cost: Amortization of right-of-use assets $ — $ — $ 0.5 Interest on lease liabilities — — — Total finance lease cost — — 0.5 Operating lease cost 17.9 15.6 13.8 Short-term lease cost 8.1 7.2 3.8 Variable lease cost — 0.3 0.3 Total lease cost $ 26.0 $ 23.1 $ 18.4 Supplemental cash flow information related to leases is as follows: (in millions) Twelve Months Ended December 31 Twelve Months Ended December 31 Twelve Months Ended December 31 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 26.1 $ 23.1 $ 18.1 Operating cash flows from finance leases — 0.1 0.5 Right-of-use assets obtained in exchange for new lease obligations: Operating leases $ 7.8 $ 14.9 $ 5.2 63 Supplemental balance sheet information related to leases is as follows: (in millions except lease term and discount rate) December 31, 2023 December 31, 2022 Operating leases: Operating lease right-of-use assets $ 45.1 $ 45.3 Current portion of operating lease liabilities $ 13.6 $ 13.9 Operating lease liabilities, net of current portion 31.6 31.4 Total operating lease liabilities $ 45.2 $ 45.3 Weighted average remaining lease term: Operating leases 6.2 years 5.5 years Weighted average discount rate: Operating leases 3.5 % 2.6 % Maturities of lease liabilities were as follows as at December 31, 2023: (in millions) Operating Leases Within one year $ 14.0 Year two 10.0 Year three 7.3 Year four 3.3 Year five 3.0 Thereafter 12.6 Total lease payments 50.2 Less imputed interest ( 5.0 ) Total $ 45.2 As of December 31, 2023, additional operating and finance leases that have not yet commenced are $ 5.8 million. Future lease payment for all non-cancellable operating and finance leases as of December 31, 2022 were as follows: (in millions) Operating Leases Within one year $ 14.3 Year two 8.9 Year three 6.4 Year four 5.2 Year five 1.5 Thereafter 13.5 Total lease payments 49.8 Less imputed interest ( 4.5 ) Total $ 45.3 As of December 31, 2022, additional operating and finance leases that have not yet commenced are $ 2.7 million. 64 Note 8. Goodwill The following table analyzes goodwill movement for 2023 and 2022. (in millions) Performance Chemicals Fuel Specialties Oilfield Services Total At December 31, 2021 Gross cost $ 111.9 $ 207.6 $ 44.8 $ 364.3 Accumulated impairment losses — — — — Net book amount $ 111.9 $ 207.6 $ 44.8 $ 364.3 Exchange effect ( 5.4 ) ( 0.1 ) — ( 5.5 ) At December 31, 2022 Gross cost $ 106.5 $ 207.5 $ 44.8 $ 358.8 Accumulated impairment losses — — — — Net book amount $ 106.5 $ 207.5 $ 44.8 $ 358.8 Additions 37.4 — — 37.4 Exchange effect 3.0 0.1 — 3.1 At December 31, 2023 Gross cost $ 146.9 $ 207.6 $ 44.8 $ 399.3 Accumulated impairment losses — — — — Net book amount $ 146.9 $ 207.6 $ 44.8 $ 399.3 The Company’s reporting units, the level at which goodwill is tested for impairment, are consistent with the reportable segments: Performance Chemicals, Fuel Specialties and Oilfield Services. On December 8, 2023, the Company acquired QGP. This resulted in additional goodwill of $ 37.4 million recognized within our Performance Chemicals segment. See Note 5 of the Notes to the Consolidated Financial Statements for further details. The components in each segment (including products, markets and competitors) have similar economic characteristics and the segments, therefore, reflect the lowest level at which operations and cash flows can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the Company. The Company assesses goodwill for impairment on at least an annual basis, initially based on a qualitative assessment to determine whether it is more likely than not that the fair value of a segment is less than the carrying amount. If a potential impairment is identified, then an impairment test is performed. The Company performed its annual impairment assessment in respect of goodwill as at December 31, 2023, 2022 and 2021. Our impairment assessment concluded that there had been no impairment of goodwill in respect of those reporting units. We believe that where appropriate the assumptions used in our impairment assessments are reasonable, but that they are judgmental, and variations in any of the assumptions may result in materially different calculations of any potential impairment charges. 65 Note 9. Other Intangible Assets The following table analyzes other intangible assets movement for 2023 and 2022. (in millions) 2023 2022 Gross cost at January 1 $ 291.1 $ 295.2 Additions 22.4 2.7 Written down in the year — ( 4.1 ) Exchange effect 1.6 ( 2.7 ) Gross cost at December 31 315.1 291.1 Accumulated amortization at January 1 ( 246.1 ) ( 237.7 ) Amortization expense ( 10.6 ) ( 14.0 ) Written down in the year — 4.1 Exchange effect ( 1.1 ) 1.5 Accumulated amortization at December 31 ( 257.8 ) ( 246.1 ) Net book amount at December 31 $ 57.3 $ 45.0 Amortization expense The amortization expense was $ 10.6 million, $ 14.0 million and $ 16.0 million in 2023, 2022 and 2021, respectively. Excluding the impact of foreign exchange translation on the balance sheet, $ 2.3 million, $ 2.3 million and $ 2.3 million of amortization, respectively, was recognized in cost of goods sold, and the remainder was recognized in selling, general and administrative expenses. In 2023, we capitalized $ 15.1 million (2022 - $ 2.7 million) in relation to our internally developed software for a new Enterprise Resource Planning (“ERP”) system covering our EMEA and ASPAC regions. The expenses capitalized include the acquisition costs for the software as well as the external and internal costs of the development. The additional completion costs are currently expected to be approximately $ 8.9 million. A timescale and plan for the further implementation of the new ERP system into our other regions has not yet been fully determined at this time. In 2023, we capitalized $ 7.3 million in relation to the acquisition of QGP. See Note 5 of the Notes to the Consolidated Financial Statements for further details. Other intangible assets at December 31, 2023 were: (in millions) Gross carrying amount Accumulated amortization Product rights $ 34.0 $ ( 34.0 ) Brand names 8.9 ( 8.4 ) Technology 55.1 ( 42.3 ) Customer relationships 131.6 ( 105.4 ) Internally developed software 60.5 ( 42.7 ) Other 25.0 ( 25.0 ) $ 315.1 $ ( 257.8 ) 66 Other intangible assets at December 31, 2022 were: (in millions) Gross carrying amount Accumulated amortization Product rights $ 34.0 $ ( 34.0 ) Brand names 8.9 ( 7.8 ) Technology 55.1 ( 40.0 ) Customer relationships 122.9 ( 96.9 ) Internally developed software 45.2 ( 42.4 ) Other 25.0 ( 25.0 ) $ 291.1 $ ( 246.1 ) Future amortization expense is estimated to be as follows for the next five years: (in millions) 2024 $ 11.8 2025 $ 10.2 2026 $ 10.0 2027 $ 6.5 2028 $ 6.1 Note 10. Pension and Post-Employment Benefits United Kingdom plan The Company maintains a defined benefit pension plan covering certain current and former employees in the United Kingdom (the “UK Plan”). The UK Plan is closed to future service accrual and has a large number of deferred and current pensioners. The Projected Benefit Obligation (“PBO”) is based on final salary and years of credited service reduced by social security benefits according to a plan formula. Normal retirement age is 65 but provisions are made for early retirement. In May 2022, the Trustees of the UK Plan entered into an agreement with Legal and General Assurance Society Limited to acquire an insurance policy that operates as an investment asset, with the intent of matching the remaining uninsured part of the UK Plan’s future cash outflow arising from the accrued pension liabilities of members. Such an arrangement is commonly termed as a “buy-in”. The benefit obligation was not transferred to the insurer, and the Company remains responsible for paying pension benefits. The initial value of the asset associated with this contract was equal to the premium paid to secure the contract and is adjusted each reporting period to reflect the estimated fair value of the premium that would be paid for such a contract at that time. The buy-in reduces the UK Plan’s value at risk in relation to key risks associated with improved longevity, inflation and interest rate movements while improving the security to the UK Plan and its members. The Company consequently benefits from the buy-in as it reduces the UK Plan’s potential reliance on the Company for future cash funding requirements. In 2023, the Company contributed $ 0.0 million (2022 – $ 0.0 million) in cash to the UK Plan in accordance with an agreement with the trustees. For the year ending December 31, 2024, there are no plans to make cash contributions to the UK Plan. 67 The service cost shown in the table below has been recognized in selling, general and administrative expenses within corporate costs and the other items recognized within other income, net. (in millions) 2023 2022 2021 Service cost $ 3.4 $ 2.2 $ 1.6 Interest cost on PBO 19.6 10.1 7.6 Expected return on plan assets ( 25.2 ) ( 16.0 ) ( 15.5 ) Amortization of prior service cost/(credit) 0.5 0.5 0.3 Amortization of actuarial net losses ( 1.6 ) — 1.6 Settlement event — — ( 0.3 ) Net periodic benefit $ ( 3.3 ) $ ( 3.2 ) $ ( 4.7 ) Plan assumptions at December 31, (%): 2023 2022 2021 Discount rate 4.59 4.91 1.84 Inflation rate 2.70 2.85 3.55 Rate of return on plan assets – overall on bid-value 4.25 4.00 2.30 Plan asset allocation by category (%): 2023 2022 2021 Debt securities and insurance contracts 96 96 82 Equity securities and real estate — — 5 Cash 4 4 13 100 100 100 Following the buy-in, the UK Plan does not need to follow an investment strategy. The discount rate used represents the annualized yield based on a cash flow matched methodology with reference to an AA corporate bond spot curve and having regard to the duration of the UK Plan’s liabilities. The inflation rate is derived using a similar cash flow matched methodology as used for the discount rate but having regard to the difference between yields on fixed interest and index linked United Kingdom government gilts. A 0.25 % change in the discount rate assumption would change the PBO at December 31, 2023 by approximately $ 10.8 million and the net pension credit for 2023 would change by approximately $ 0.6 million. A 0.25 % change in the level of price inflation assumption would change the PBO at December 31, 2023 by approximately $ 6.9 million and the net pension credit for 2023 by approximately $ 0.3 million. 68 Movements in PBO and fair value of UK Plan assets are as follows: (in millions) 2023 2022 Change in PBO: Opening balance $ 404.0 $ 679.1 Interest cost 19.6 10.1 Service cost 3.5 2.2 Benefits paid ( 35.6 ) ( 45.6 ) Plan amendments — 0.4 Actuarial losses/(gains) 10.1 ( 174.2 ) Exchange effect 22.5 ( 68.0 ) Closing balance $ 424.1 $ 404.0 Fair value of plan assets: Opening balance $ 452.1 $ 838.9 Benefits paid ( 35.6 ) ( 45.6 ) Actual return on assets 17.9 ( 258.7 ) Exchange effect 24.8 ( 82.5 ) Closing balance $ 459.2 $ 452.1 Net pension asset $ 35.1 $ 48.1 Due to the UK Plan being closed to future accrual the PBO is equal to the Accumulated Benefit Obligation. The UK Plan holds approximately 1 % (December 31, 2022 – 1 %) of the UK Plan’s assets in debt securities issued by non-U.S. governments and government agencies. No more than 5 % of the UK Plan’s assets were invested in any one individual company’s investment funds. Debt securities In the prior year, fixed income securities are valued based on quotations received from independent pricing services or from dealers who make markets in such securities and are classified as Level 1. Corporate debt securities are classified as Level 2 in line with the industry standard. Equity backed securities In the prior year, common and preferred stock for which market prices are readily available at the measurement date are valued at the last reported sale price or official closing price on the primary market or exchange on which they are actively traded. Other financial derivatives are classified as Level 2 and certain investments that are measured at fair value using the net asset value per share (or its equivalent) have not been categorized with a hierarchy. Other asset backed securities The Company has invested in insurance contracts, known as buy-in contracts. The value of the insurance contracts are based on significant unobservable inputs including plan participant medical data, in addition to observable inputs which include expected return on assets and estimated value premium. Therefore, we have classified the contracts as Level 3 investments. Fair value estimates are provided by external parties and are subsequently reviewed and approved by management. 69 The fair values of pension assets by level of input were as follows: (in millions) Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total At December 31, 2023 Debt securities: Debt securities issued by non-U.S. governments and government agencies $ 4.7 $ 4.7 Corporate debt securities — Equity backed securities: Other financial derivatives — Other asset backed securities: Insurance contracts 438.7 438.7 Real estate — Total assets at fair value 4.7 — 438.7 443.4 Cash 15.8 15.8 Total plan assets $ 20.5 $ — $ 438.7 $ 459.2 At December 31, 2022 Debt securities: Debt securities issued by non-U.S. governments and government agencies $ 4.3 $ 4.3 Corporate debt securities — Equity backed securities: Other financial derivatives — Other asset backed securities: Insurance contracts 431.8 431.8 Real estate — Total assets at fair value 4.3 — 431.8 436.1 Cash 16.0 16.0 Total plan assets $ 20.3 $ — $ 431.8 $ 452.1 (1) Certain investments that are measured at fair value using the net asset value per share (or its equivalent) have not been categorized in the fair value table with a hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial position. 70 The reconciliation of the fair value of the UK Plan assets measured using significant unobservable inputs was as follows: (in millions) Other Assets Balance at December 31, 2021 $ 162.2 Realized/unrealized gains/(losses): Relating to assets still held at the reporting date ( 206.6 ) Purchases, issuances and settlements 502.8 Exchange effect ( 26.6 ) Balance at December 31, 2022 $ 431.8 Realized/unrealized gains/(losses): Relating to assets still held at the reporting date 16.9 Purchases, issuances and settlements ( 33.7 ) Exchange effect 23.7 Balance at December 31, 2023 $ 438.7 The projected net periodic benefit for the year ending December 31, 2024 is as follows: (in millions) Service cost $ 3.3 Interest cost on PBO 18.5 Expected return on plan assets ( 25.7 ) Amortization of prior service credit 0.5 Amortization of actuarial net losses — Net periodic benefit $ ( 3.4 ) The following benefit payments are expected to be made: (in millions) 2024 $ 34.9 2025 $ 34.8 2026 $ 34.3 2027 $ 34.0 2028 $ 33.5 2029-2033 $ 161.6 German plan The Company also maintains an unfunded defined benefit pension plan covering certain current and former employees in Germany (the “German plan”), which is reported within our Fuel Specialties segment. The German plan is closed to new entrants and has no assets. 71 The service cost shown in the table below has been recognized in selling, general and administrative expenses within corporate costs and the other items recognized within other income, net. (in millions) 2023 2022 2021 Service cost $ 0.1 $ 0.1 $ 0.1 Interest cost on PBO 0.3 0.1 0.1 Amortization of actuarial net loss/(gain) ( 0.5 ) 0.5 1.0 Net periodic cost/(benefit) $ ( 0.1 ) $ 0.7 $ 1.2 Plan assumptions at December 31, (%): Discount rate 3.70 3.70 0.90 Inflation rate 2.25 2.25 2.00 Rate of increase in compensation levels 2.75 2.75 2.75 Movements in PBO of the German plan are as follows: (in millions) 2023 2022 Change in PBO: Opening balance $ 8.2 $ 13.2 Service cost 0.1 0.1 Interest cost 0.3 0.1 Benefits paid ( 0.3 ) ( 0.3 ) Actuarial losses/(gains) 0.6 ( 4.0 ) Exchange effect 0.2 ( 0.9 ) Closing balance $ 9.1 $ 8.2 Other plans As at December 31, 2023, we have post-employment obligations in our Performance Chemicals European businesses with a liability of $ 4.2 million (December 31, 2022 – $ 4.1 million). For the year ended December 31, 2023, we have recognized an actuarial gain of $ 0.3 million in other comprehensive loss in relation to the Performance Chemicals pension in France (December 31, 2022 – $ 0.3 million). Company contributions to defined contribution schemes during 2023 were $ 12.9 million (2022 – $ 11.0 million), across all of our reporting segments. 72 Note 11. Income Taxes A roll-forward of unrecognized tax benefits and associated accrued interest and penalties is as follows: (in millions) Unrecognized Tax Benefits Interest and Penalties Total Opening balance at January 1, 2021 $ 13.6 $ 2.4 $ 16.0 Reductions for tax positions of prior periods ( 1.3 ) — ( 1.3 ) Additions for tax positions of prior periods 0.9 0.7 1.6 Closing balance at December 31, 2021 13.2 3.1 16.3 Current — — — Non-current $ 13.2 $ 3.1 $ 16.3 Opening balance at January 1, 2022 $ 13.2 $ 3.1 $ 16.3 Reductions for tax positions of prior periods ( 3.1 ) — ( 3.1 ) Additions for tax positions of prior periods 0.1 0.1 0.2 Closing balance at December 31, 2022 10.2 3.2 13.4 Current — — — Non-current $ 10.2 $ 3.2 $ 13.4 Opening balance at January 1, 2023 $ 10.2 $ 3.2 $ 13.4 Reductions for tax positions of prior periods — — — Additions for tax positions of prior periods 0.3 1.1 1.4 Closing balance at December 31, 2023 10.5 4.3 14.8 Current ( 1.0 ) ( 0.2 ) ( 1.2 ) Non-current $ 9.5 $ 4.1 $ 13.6 All of the $ 14.8 million of unrecognized tax benefits would impact our effective tax rate if recognized. In 2021 a non-U.S. subsidiary, Innospec Limited, entered into a review by the U.K. tax authorities under the U.K.’s Profit Diversion Compliance Facility (“PDCF”) in relation to the period 2017 to 2020 inclusive. The Company has determined that additional tax and interest totaling $ 1.2 million may arise as a result of the ongoing review. During 2023 the Company recorded an additional interest accrual of $ 0.1 million and a $ 0.1 million increase due to foreign exchange movements. The Company believes that it is reasonably possible that there will be a decrease of $ 1.2 million unrecognized tax benefits within the coming year in relation to this item resulting from effective settlement of the outstanding tax positions with the U.K. tax authorities. A non-U.S. subsidiary, Innospec Performance Chemicals Italia Srl, is subject to an ongoing tax audit in relation to the period 2011 to 2014 inclusive. The Company has determined that additional tax, interest and penalties totaling $ 3.4 million may arise as a consequence of the tax audit. This includes additional interest accrued of $ 0.1 million and $ 0.1 million for foreign exchange movements recorded during 2023. As any additional tax arising as a consequence of the tax audit would be reimbursed by the previous owner under the terms of the sale and purchase agreement, an indemnification asset of the same amount is recorded in the financial statements to reflect this arrangement. In 2018 the Company recorded an unrecognized tax benefit in relation to a potential adjustment that could arise as a consequence of the Tax Cuts and Jobs Act of 2017 (“Tax Act”), but for which retrospective adjustment to the filed 2017 U.S. federal income tax returns was not permissible. The Company has 73 determined that additional tax, interest and penalties totaling $ 10.2 million may arise in relation to this item. This includes an increase in the unrecognized tax benefit of $ 0.1 million and additional interest accrued of $ 0.9 million recorded during 2023. The Company believes that it is reasonably possible that there will be a decrease of $ 10.2 million unrecognized tax benefits within the coming year in relation to this item due to a lapse of the statute of limitations. As of December 31, 2023, the Company and its U.S. subsidiaries remain open to examination by the IRS for certain elements of 2017 year and for years 2020 onwards under the statute of limitations. The Company’s subsidiaries in foreign tax jurisdictions are open to examination including Brazil (2019 onwards), Germany (2019 onwards), and the U.K. (2017 onwards). The sources of income before income taxes were as follows: (in millions) 2023 2022 2021 Domestic $ 95.2 $ 106.3 $ 53.2 Foreign 79.2 78.3 81.2 $ 174.4 $ 184.6 $ 134.4 The components of income tax expense are summarized as follows: (in millions) 2023 2022 2021 Current: Federal $ 12.4 $ 27.0 $ 12.4 State and local 0.2 6.5 2.6 Foreign 18.6 23.1 19.4 31.2 56.6 34.4 Deferred: Federal 5.2 ( 3.7 ) ( 1.9 ) State and local 0.3 ( 0.7 ) ( 0.3 ) Foreign ( 1.4 ) ( 0.6 ) 9.1 4.1 ( 5.0 ) 6.9 $ 35.3 $ 51.6 $ 41.3 Cash payments for income taxes were $ 54.3 million, $ 50.0 million and $ 36.8 million during 2023, 2022 and 2021, respectively. 74 The effective tax rate varies from the U.S. federal statutory rate because of the factors indicated below: (in percent) 2023 2022 2021 Statutory rate 21.0 % 21.0 % 21.0 % Foreign income inclusions 2.1 3.3 1.7 Foreign tax rate differential 0.9 0.9 1.0 Tax charge/(credit) from previous years ( 2.6 ) 0.2 0.6 Net charge/(credit) from unrecognized tax benefits 0.7 ( 1.4 ) 0.4 Foreign currency transactions ( 1.4 ) 3.5 0.1 Tax on unremitted earnings 1.4 0.3 0.1 Change in U.K. statutory tax rate — — 5.4 State and local taxes 1.0 2.2 1.3 U.S. incentive for foreign derived intangible income ( 2.8 ) ( 2.7 ) ( 1.5 ) Innovation incentives ( 1.3 ) ( 0.8 ) ( 1.1 ) Non-deductible officer compensation 1.0 1.4 0.2 Tax on closure of legacy operations — — 1.6 Other items and adjustments, net 0.2 0.1 ( 0.1 ) 20.2 % 28.0 % 30.7 % Foreign income inclusions arise each year from certain types of income earned overseas being taxable under U.S. tax regulations. Foreign tax credits can fully or partially offset these incremental U.S. taxes from foreign income inclusions. The utilization of foreign tax credits varies year on year as this is dependent on a number of variable factors which are difficult to predict and may prevent offset. The effective tax rate is negatively impacted by the net impact of foreign inclusions post foreign tax credit usage in 2023. As a consequence of the Company having operations outside of the U.S., it is also exposed to foreign currency fluctuations. These have had a positive impact on the effective tax rate in 2023. As in the prior year, the level of foreign-derived intangible income benefit that the Company is entitled to has had a positive impact on the effective tax rate. There was also a benefit arising from adjustments to the tax charge for previous years, primarily arising from return to provision adjustments in relation to the federal and state tax returns filed in the U.S. during 2023. Other items do not have a significant impact on the effective tax rate in either 2023 or 2022. 75 Details of deferred tax assets and liabilities are analyzed as follows: (in millions) 2023 2022 Deferred tax assets: Stock compensation $ 3.7 $ 3.7 Net operating loss carry forwards 9.2 10.9 Other intangible assets 8.7 10.5 Accretion expense 3.2 3.2 Restructuring provision 1.6 1.7 Employee related liabilities 7.3 8.1 Foreign tax credits 1.7 0.8 Operating lease liabilities 12.6 11.8 Inventory provisions 6.5 6.6 Research and experimental expenditure 5.3 2.7 Other 5.3 4.8 Subtotal 65.1 64.8 Less valuation allowance ( 0.1 ) ( 0.7 ) Total net deferred tax assets $ 65.0 $ 64.1 Deferred tax liabilities: Property, plant and equipment $ ( 24.8 ) $ ( 22.5 ) Intangible assets including goodwill ( 31.2 ) ( 30.3 ) Pension asset ( 7.6 ) ( 10.9 ) Customer relationships ( 5.1 ) ( 3.4 ) Unremitted overseas earnings ( 4.4 ) ( 1.9 ) Right-of-use assets ( 12.5 ) ( 11.8 ) Other ( 2.5 ) ( 3.6 ) Total deferred tax liabilities $ ( 88.1 ) $ ( 84.4 ) Net deferred tax liability $ ( 23.1 ) $ ( 20.3 ) Deferred tax assets $ 10.4 $ 5.9 Deferred tax liabilities ( 33.5 ) ( 26.2 ) $ ( 23.1 ) $ ( 20.3 ) The Company assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. Available evidence considered in determining the use of deferred tax assets includes, but is not limited to, cumulative losses arising in recent accounting periods, the Company’s estimate of future taxable income and any applicable tax-planning strategies. Based on such evidence, if it is more likely than not that some portion or all of such deferred tax assets will not be realized, a valuation allowance is recorded to reduce the Company’s deferred tax assets. On the basis of this evaluation, as of December 31, 2023, a valuation allowance of $ 0.1 million has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carry forward period are reduced or increased or if other evidence becomes available. As of December 31, 2023, the Company has approximately $ 0.3 million of tax-effected state net operating loss carryforwards, net of federal benefit. Some of these loss carryforwards will begin to expire in 2036 if not utilized, while other can be carried forward indefinitely. The Company utilized all remaining federal 76 net operating loss carryforwards during 2023. The Company also has approximately $ 8.9 million of tax-effected foreign net operating loss carryforwards, net of valuation allowance, across five of the Company’s foreign subsidiaries, which can also be carried forward indefinitely. Note 12. Long-Term Debt As at December 31, 2023 and 2022, the Company has no t drawn down on its revolving credit facility. On May 31, 2023, Innospec Inc. and certain subsidiaries of the Company (together with the Company, the “Borrowers”) entered into a Multicurrency Revolving Facility Agreement with various lenders (the “Agreement”) which replaces the Company’s credit facility agreement dated September 26, 2019 . The Agreement provides for a $ 250,000,000 four-year multicurrency revolving loan facility available to the Borrowers (the “Facility”). The Agreement also contains an accordion feature whereby the Company may elect to increase the total available borrowings by an aggregate amount of up to $ 125,000,000 . The termination date of the Facility is May 30, 2027 , but the Company has an option to request an extension of the Facility for a further year. As a consequence, the Company has capitalized $ 1.4 million of costs relating to the new Agreement which are to be amortized over the period to May 30, 2027 . In addition, the Company has written-off $ 0.6 million of capitalized costs relating to the previous agreement. The deferred finance costs of $ 1.2 million (December 31, 2022 – $ 0.6 million) related to the arrangement of the credit facility, are included within other current and non-current assets at the balance sheet dates. (in millions) 2023 2022 Gross cost at January 1 $ 1.8 $ 1.8 Written off ( 1.8 ) — Capitalized in the year 1.4 — 1.4 1.8 Accumulated amortization at January 1 $ ( 1.2 ) $ ( 0.8 ) Written off 1.4 — Amortization in the year ( 0.4 ) ( 0.4 ) $ ( 0.2 ) $ ( 1.2 ) Net book value at December 31 $ 1.2 $ 0.6 Amortization expense was $ 0.4 million, $ 0.4 million and $ 0.3 million in 2023, 2022 and 2021, respectively. The charge is included in interest expense, see Note 2 of the Notes to the Consolidated Financial Statements. The obligations of the Company under the credit facility are secured obligations and guaranteed by certain subsidiaries of the Company. Amounts available under the revolving facility may be borrowed in U.S. dollars, Euros, British pounds and other freely convertible currencies. The Company’s credit facility contains restrictive clauses which may constrain our activities and limit our operational and financial flexibility. The facility obliges the lenders to comply with a request for utilization of finance unless there is an event of default outstanding. Events of default are defined in the credit facility and include a material adverse change to our assets, operations or financial condition. The facility contains a number of restrictions that limit our ability, among other things, and subject to certain limited exceptions, to incur additional indebtedness, pledge our assets as security, guarantee obligations of third parties, make investments, undergo a merger or consolidation, dispose of assets, or materially change our line of business. 77 In addition, the credit facility contains terms which, if breached, would result in it becoming repayable on demand. It requires, among other matters, compliance with the following financial covenant ratios measured on a quarterly basis: (1) the ratio of net debt to EBITDA shall not be greater than 3.5:1 and (2) the ratio of EBITDA to net interest shall not be less than 4.0:1. Management has determined that the Company has not breached these covenants throughout the period to December 31, 2023 and does not expect to breach these covenants for the next 12 months. The weighted average rate of interest on borrowings was 0.00 % at December 31, 2023 and 0.00 % at December 31, 2022. Payments of interest on long-term debt were $ 0.0 million, $ 0.0 million and $ 0.0 million in 2023, 2022 and 2021, respectively. The net cash outflows in respect of refinancing costs were $ 1.4 million, $ 0.0 million and $ 0.0 million in 2023, 2022 and 2021, respectively. Note 13. Plant Closure Provisions The Company has continuing plans to remediate manufacturing facilities at sites around the world as and when those operations are expected to cease or we are required to decommission the sites according to local laws and regulations. The liability for estimated plant closure costs includes costs for environmental remediation liabilities and asset retirement obligations. The principal site giving rise to asset retirement obligations is the manufacturing site at Ellesmere Port in the United Kingdom. There are also asset retirement obligations and environmental remediation liabilities on a much smaller scale in respect of other manufacturing sites. Movements in the provisions are summarized as follows: (in millions) 2023 2022 2021 Total at January 1 $ 57.2 $ 56.5 $ 58.5 Charge for the period 8.9 5.3 3.9 Utilized in the period ( 4.9 ) ( 4.2 ) ( 5.3 ) Exchange effect 0.4 ( 0.4 ) ( 0.6 ) Total at December 31 61.6 57.2 56.5 Due within one year ( 4.6 ) ( 5.3 ) ( 5.2 ) Due after one year $ 57.0 $ 51.9 $ 51.3 Amounts due within one year refer to provisions where expenditure is expected to arise within one year of the balance sheet date. The charge for the period in 2023 represents the accretion expense recognized of $ 3.7 million and a further $ 5.2 million primarily in respect of changes in the expected cost and scope of future remediation activities. The charges for plant closure provisions are recognized in cost of goods sold for our reporting segments and within selling, general and administrative expenses for Corporate costs. We recognize environmental remediation liabilities when they are probable and the costs can be reasonably estimated, and asset retirement obligations when there is an obligation based on a legal requirement, including those arising from a Company promise, and the costs can be reasonably estimated. The Company has to anticipate the program of work required and the associated future expected costs, and comply with environmental legislation in the countries in which it operates or has operated in. 78 Expenditure utilizing plant closure provisions was $ 4.9 million, $ 4.2 million and $ 5.3 million in 2023, 2022 and 2021, respectively. Note 14. Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes a mid-market pricing convention for valuing the majority of its assets and liabilities measured and reported at fair value. The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Company primarily applies the market approach for recurring fair value measurements and endeavors to utilize the best available information. Accordingly, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The Company is able to classify fair value balances based on the observability of those inputs. The Company gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy Levels. In 2023, the Company evaluated the fair value hierarchy levels assigned to its assets and liabilities, and concluded that there should be no transfers into or out of Levels 1, 2 and 3. The following table presents the carrying amount and fair values of the Company’s assets and liabilities measured on a recurring basis: December 31, 2023 December 31, 2022 (in millions) Carrying Amount Fair Value Carrying Amount Fair Value Assets Derivatives (Level 1 measurement): Other current and non-current assets: Emissions Trading Scheme credits $ 4.8 $ 4.8 $ 2.7 $ 2.7 Liabilities Derivatives (Level 1 measurement): Other current liabilities: Foreign currency forward exchange contracts 1.0 1.0 0.5 0.5 Non-financial liabilities (Level 3 measurement): Acquisition-related contingent consideration 23.4 23.4 — — The following methods and assumptions were used to estimate the fair values: Emissions Trading Scheme credits: The fair value is determined by the open market pricing at the end of the reporting period. Derivatives: The fair value of derivatives relating to foreign currency forward exchange contracts and interest rate swaps are derived from current settlement prices and comparable contracts using current 79 assumptions. Foreign currency forward exchange contracts primarily relate to contracts entered into to hedge future known transactions or hedge balance sheet net cash positions. The movements in the carrying amounts and fair values of these contracts are largely due to changes in exchange rates against the U.S. dollar. Acquisition-related contingent consideration: Contingent consideration payable in cash is discounted to its fair value at each balance sheet date. Where contingent consideration is dependent upon pre-determined financial targets, an estimate of the fair value of the likely consideration payable is made at each balance sheet date. The contingent consideration payable at December 31, 2023 has been calculated based on the latest forecast. Note 15. Derivative Instruments and Risk Management The Company has limited involvement with derivative instruments and does not trade them. The Company does use derivatives to manage certain interest rate, foreign currency exchange rate, raw material cost exposures and greenhouse gases emission allowances, as the need arises. The Company previously entered into interest rate swap contracts to reduce interest rate risk on its core debt. As at December 31, 2023 and 2022, there were no interest rate swaps in place. Interest rate swaps were previously in place to hedge interest rate risk on the term loan for a notional value that matched the repayment profile of the term loan. The Company enters into various foreign currency forward exchange contracts to minimize currency exchange rate exposure from expected future cash flows. As at December 31, 2023, foreign currency forward exchange contracts with a notional value of $ 156.5 million were in place (December 31, 2022 $ 161.1 million), with maturity dates of up to one year from the date of inception. These foreign currency forward exchange contracts have not been designated as hedging instruments, and their impact on the income statement for 2023 was a loss of $ 4.0 million (2022 – gain $ 0.7 million). As at December 31, 2023 and 2022, the Company did not hold any raw material derivatives. The Company participates in the new United Kingdom Emissions Trading Scheme (“UK ETS”) which was launched on January 1, 2021. Emissions trading schemes work on the ‘cap and trade’ principle, where a cap is set on the total amount of certain greenhouse gases that can be emitted by sectors covered by the scheme. This limits the total amount of carbon that can be emitted. Within this cap, participants receive free allowances and/or buy emission allowances at auction or on the secondary market which they can trade with other participants as needed. As at December 31, 2023, the Company held UK ETS credits of $ 4.8 million (December 31, 2022 – $ 2.7 million). The Company sells a range of specialty chemicals to major oil refiners and chemical companies throughout the world. Credit limits, ongoing credit evaluation and account monitoring procedures are intended to minimize bad debt risk. Collateral is not generally required. Note 16. Commitments and Contingencies Environmental remediation liabilities and asset retirement obligations Commitments in respect of environmental remediation liabilities and asset retirement obligations are disclosed in Note 13 of the Notes to the Consolidated Financial Statements. 80 Capital commitments The estimated additional cost to complete work in progress at December 31, 2023 is $ 33.7 million (2022 – $ 37.7 million). Internally developed software The estimated additional cost to complete work in progress at December 31, 2023 is $ 8.9 million (2022 – $ 25.0 million). Contingencies Legal matters We are involved from time to time in claims and legal proceedings that result from, and are incidental to, the conduct of our business including business and commercial litigation, employee and product liability claims. As previously reported in the first quarter of 2023, we have lodged a civil and criminal legal claim and insurance claim related to a misappropriation of inventory in Brazil and as a consequence we have written-off $ 7.4 million of our inventory to cost of goods sold in our financial statements. In the second quarter of 2023, we have incurred additional charges of $ 8.0 million as we exited the Brazilian trading relationship associated with the inventory misappropriation. The costs incurred in the second quarter include $ 5.0 million to cost of goods sold and $ 3.0 million to selling, general and administration costs. A corresponding asset for the potential legal or insurance recoveries has not been recorded for the resulting financial losses arising from this matter. In addition, unrelated to the Brazil matter, in the unlikely event there are an unexpectedly large number of individual claims or proceedings with an adverse resolution, this could in the aggregate have a material adverse effect on the results of operations for a particular year or quarter. Guarantees The Company and certain of the Company’s consolidated subsidiaries are contingently liable for certain obligations of affiliated companies primarily in the form of guarantees of debt and performance under contracts entered into as a normal business practice. This includes guarantees of non-U.S. excise taxes and customs duties. As at December 31, 2023, such guarantees which are not recognized as liabilities in the consolidated financial statements amounted to $ 6.2 million (December 31, 2022 – $ 7.0 million). The remaining terms of the fixed maturity guarantees vary from approximately 1 month to 9 years, with some further guarantees having no fixed expiry date. Under the terms of the guarantee arrangements, generally the Company would be required to perform should the affiliated company fail to fulfill its obligations under the arrangements. In some cases, the guarantee arrangements have recourse provisions that would enable the Company to recover any payments made under the terms of the guarantees from securities held of the guaranteed parties’ assets. The Company and its affiliates have numerous long-term sales and purchase commitments in their various business activities, which are expected to be fulfilled with no adverse consequences material to the Company. 81 Note 17. Stockholders’ Equity Common Stock Treasury Stock (number of shares in thousands) 2023 2022 2021 2023 2022 2021 At January 1 29,554.5 29,554.5 29,554.5 4,789 4,781 4,959 Exercise of options — — — ( 113 ) ( 55 ) ( 185 ) Stock purchases — — — 11 63 7 At December 31 29,554.5 29,554.5 29,554.5 4,687 4,789 4,781 At December 31, 2023, the Company had authorized common stock of 40,000,000 shares (2022 - 40,000,000 ). Note 18. Share-Based Compensation Plans Stock option plans The Company has two stock option plans, the Omnibus Long-Term Incentive Plan and the ShareSave Plan 2008 under which it currently grants awards. The stock options have vesting periods ranging from 2 to 5 years and in all cases stock options granted expire within 10 years of the date of grant. All grants are at the sole discretion of the Compensation Committee of the Board of Directors. Grants may be priced at market value or at a premium or discount. The aggregate number of shares of common stock reserved for issuance which can be granted under the plans is 2,550,000 . The fair value of stock options is measured on the grant date using either the Black-Scholes model, or in cases where performance criteria are dependent upon external factors such as the Company’s stock price, using a Monte Carlo model. The Company’s policy is to issue shares from treasury stock to holders of stock options who exercise those options, but if sufficient treasury stock is not available, the Company will issue previously unissued shares of stock to holders of stock options who exercise options. Stock equivalent units The Company awards Stock Equivalent Units (“SEUs”) from time to time as a long-term performance incentive. SEUs are cash settled equity instruments conditional on certain performance criteria and the fair value is linked to the Innospec Inc. share price. SEUs have vesting periods ranging from six months to 5 years and in all cases SEUs granted expire within 10 years of the date of grant. Grants may be priced at market value or at a premium or discount. There is no limit to the number of SEUs that can be granted. As at December 31, 2023 the liability for SEUs of $ 23.2 million is included in accrued liabilities in the consolidated balance sheet, where they will remain until they are cash settled. The fair value of SEUs is re-measured at each balance sheet reporting date using either the Black-Scholes model, or in cases where performance criteria are dependent upon external factors such as the Company’s stock price, using a Monte Carlo model. Compensation cost The compensation cost recorded for stock options was $ 8.0 million, $ 6.7 million and $ 4.4 million for 2023, 2022 and 2021, respectively. The compensation cost for stock options is based on the grant-date fair value and spread evenly over the vesting period. 82 The compensation cost recorded for SEUs was $ 13.5 million, $ 24.2 million and $ 3.1 million for 2023, 2022 and 2021, respectively. The compensation cost for SEUs is spread over the life of the award subject to a revaluation to the fair value at each quarter end. The revaluation may result in a charge or a credit to the income statement in each quarter dependent upon our share price movements and other performance criteria. Forfeits are accounted for as an adjustment to the charge in the period in which the forfeits occur. Transactions in the period The fair value of each stock option or SEU granted in the year was estimated on the date of grant using the Black-Scholes option-pricing model and where appropriate the Monte Carlo simulation model. These models utilized the following weighted average assumptions to determine the grant-date fair values of the share-based compensation granted in the year: 2023 2022 2021 Dividend yield 1.16 % 1.27 % 1.17 % Expected life 4 years 5 years 5 years Volatility 39.7 % 39.8 % 40.2 % Risk free interest rate 4.47 % 2.90 % 0.45 % The dividend yield was based on our recent history of dividend payouts. The expected life was determined based upon historical exercise experience. The volatility was determined based upon the historical daily stock price volatilities. The risk free interest rate was based on the U.S. Federal Reserve 3 year interest rate at the grant dates, which approximates to the expected term of the options. The following tables summarizes the transactions of the Company’s share-based compensation plans for the year ended December 31, 2023. Number of shares Weighted Average Grant-Date Fair Value Nonvested at December 31, 2022 757,040 $ 69.0 Granted 159,322 $ 94.4 Vested ( 210,702 ) $ 66.6 Forfeited ( 52,769 ) $ 76.1 Nonvested at December 31, 2023 652,891 $ 75.2 Number of shares Weighted Average Exercise price Weighted-Average Remaining Contractual Term (years) Outstanding at December 31, 2022 864,518 $ 20.1 Granted 159,322 $ 9.8 Exercised ( 267,297 ) $ 4.2 Forfeited ( 54,767 ) $ 7.9 Outstanding at December 31, 2023 701,776 $ 24.8 3.3 Exercisable at December 31, 2023 48,885 $ 29.2 4.3 83 Other disclosures As at December 31, 2023, there was $ 21.3 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of 1.7 years. The total intrinsic value of share-based compensation plans outstanding at December 31, 2023 was $ 69.1 million. The total intrinsic value of share-based compensation plans exercisable at December 31, 2023 was $ 4.6 million. The total intrinsic value of share-based compensation plans exercised, was approximately $ 27.9 million in 2023 and $ 18.1 million in 2022. The total cash paid for SEUs exercised was approximately $ 16.8 million in 2023 and $ 15.0 million in 2022. The total fair value of share-based compensation that vested was $ 14.0 million in 2023 and $ 13.0 million in 2022. The weighted-average grant-date fair value of share-based compensation plans granted during 2023, 2022, and 2021 was $ 94.4 , $ 60.2 , and $ 84.8 , respectively. The Company recorded a current tax charge of $ 0.3 million in 2023, a current tax charge of $ 0.7 million in 2022 and a current tax benefit of $ 1.3 million in 2021, in relation to stock option compensation. This amount is inclusive of excess tax benefits. Note 19. Reclassifications out of Accumulated Other Comprehensive Loss Reclassifications out of accumulated other comprehensive loss (“AOCL”) for 2023 were: (in millions) Details about AOCL Components Amount Reclassified from AOCL Affected Line Item in the Statement where Net Income is Presented Defined benefit pension plan items: Amortization of prior service cost $ 0.5 See (1) below Amortization of actuarial net losses ( 2.1 ) See (1) below ( 1.6 ) Total before tax 0.3 Income tax expense Total reclassifications $ ( 1.3 ) Net of tax (1) These items are included in the computation of net periodic pension cost. See Note 10 of the Notes to the Consolidated Financial Statements for additional information. 84 Changes in AOCL for 2023, net of tax, were: (in millions) Defined Benefit Pension Plan Items Cumulative Translation Adjustments Total Balance at December 31, 2022 $ ( 58.4 ) $ ( 86.8 ) $ ( 145.2 ) Other comprehensive income/(losses) before reclassifications — 15.9 15.9 Amounts reclassified from AOCL ( 1.3 ) — ( 1.3 ) Actuarial net gains/(losses) arising during the year ( 17.5 ) — ( 17.5 ) Net current period other comprehensive income/(losses) ( 18.8 ) 15.9 ( 2.9 ) Balance at December 31, 2023 $ ( 77.2 ) $ ( 70.9 ) $ ( 148.1 ) Reclassifications out of AOCL for 2022 were: (in millions) Details about AOCL Components Amount Reclassified from AOCL Affected Line Item in the Statement where Net Income is Presented Defined benefit pension plan items: Amortization of prior service cost $ 0.5 See (1) below Amortization of actuarial net losses 0.5 See (1) below 1.0 Total before tax ( 0.2 ) Income tax expense Total reclassifications $ 0.8 Net of tax (1) These items are included in the computation of net periodic pension cost. See Note 10 of the Notes to the Consolidated Financial Statements for additional information. Changes in AOCL for 2022, net of tax, were: (in millions) Defined Benefit Pension Plan Items Cumulative Translation Adjustments Total Balance at December 31, 2021 $ 10.7 $ ( 57.6 ) $ ( 46.9 ) Other comprehensive income/(losses) before reclassifications — ( 29.2 ) ( 29.2 ) Amounts reclassified from AOCL 0.8 — 0.8 Actuarial net gains arising during the year ( 69.9 ) — ( 69.9 ) Net current period other comprehensive income/(losses) ( 69.1 ) ( 29.2 ) ( 98.3 ) Balance at December 31, 2022 $ ( 58.4 ) $ ( 86.8 ) $ ( 145.2 ) 85 Note 20. Recently Issued Accounting Pronouncements In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). This guidance establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing guidance. Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation. They must also further disaggregate income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024, although early adoption is permitted. The Company intends to adopt the new standard on January 1, 2025. We are currently evaluating the impact of adopting this new accounting guidance on our consolidated financial statements, including accounting policies, processes and systems, but we do not expect the adoption of this ASU will have a material impact on the Company’s disclosures. In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This guidance is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We do not currently expect the adoption of this ASU will have a material impact on the Company’s disclosures. Note 21. Related Party Transactions Mr. Patrick S. Williams has been an executive director of the Company since April 2009 and has been a non-executive director of AdvanSix, a chemicals manufacturer, since February 2020. In 2023, the Company purchased product from AdvanSix for $ 0.4 million (2022 – $ 0.5 million; 2021 - $ 0.4 million). As at December 31, 2023, the Company owed $ 0.0 million to AdvanSix (December 31, 2022 – $ 0.0 million). Mr. Robert I. Paller has been a non-executive director of the Company since November 1, 2009. The Company has retained and continues to retain Smith, Gambrell & Russell, LLP (“SGR”), a law firm with which Mr. Paller holds a position. In 2023, the Company incurred fees payable to SGR of $ 0.3 million, (2022 - $ 0.3 million; 2021 - $ 0.1 million). As at December 31, 2023, the Company owed $ 0.0 million to SGR (December 31, 2022 – $ 0.0 million). Mr. David F. Landless has been a non-executive director of the Company since January 1, 2016 and is a non-executive director of Ausurus Group Limited which owns European Metal Recycling Limited (“EMR”). The Company has sold scrap metal to EMR in 2023 for a value of $ 0.1 million (2022 - $ 0.1 million; 2021 – $ 0.6 million). A tendering process is operated periodically to select the best buyer for the sale of scrap metal by the Company. As at December 31, 2023, EMR owed $ 0.0 million (December 31, 2022 – $ 0.0 million). 86 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.