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In addition, insurance related to these types of risks may not be available now or, if available, may not be available in the future at commercially reasonable rates.
−Removed: Our business and operations have been, and may in the future be, adversely affected by epidemics, pandemics, outbreaks of disease and other adverse public health developments, including COVID-19.
+Added: Our business and operations have been, and may in the future be, adversely affected by epidemics, pandemics, outbreaks of disease and other adverse public health developments, including coronaviruses.
Epidemics, pandemics, outbreaks of novel diseases and other adverse public health developments in countries and states where we operate may arise at any time.
−Removed: Such developments, including the COVID-19 pandemic, have had, and in the future may have, an adverse effect on our business, financial condition and results of operations.
+Added: Such developments, including coronaviruses, have had, and in the future may have, an adverse effect on our business, financial condition and results of operations.
These effects include a potentially negative impact on the availability of our key personnel, labor shortages and increased turnover, temporary closures of our facilities or facilities of our business partners, customers, suppliers, third-party service providers or other vendors, and interruption of domestic and global supply chains, distribution channels and liquidity and capital or financial markets.
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Precautionary measures that we may take in the future intended to limit the impact of any epidemic, pandemic, disease outbreak or other public health development, may result in additional costs.
−Removed: In addition, such epidemics, pandemics, disease outbreaks or other public health developments may adversely affect economies and financial markets throughout the world, such as the effect that COVID-19 has had on world economies and financial markets, which may affect our ability to obtain additional financing for our businesses and demand for our products and services.
−Removed: The extent to which COVID-19 or other pandemics will impact our business and our financial results in the future will depend on future developments, which are highly uncertain and cannot be predicted.
−Removed: Such developments may include ongoing spread of the virus, disease severity, outbreak duration, extent of any reoccurrence of the COVID-19 or any evolutions or mutations of the virus, and availability, administration and effectiveness of vaccines and development of therapeutic treatments that can restore consumer and business economic confidence.
+Added: In addition, such epidemics, pandemics, disease outbreaks or other public health developments may adversely affect economies and financial markets throughout the world, which may affect our ability to obtain additional financing for our businesses and demand for our products and services.
+Added: The extent to which pandemics will impact our business and our financial results in the future will depend on future developments, which are highly uncertain and cannot be predicted.
+Added: Such developments may include the ongoing spread of viruses, disease severity, outbreak duration, extent of any reoccurrence of coronaviruses or any evolutions or mutations of viruses, and the availability, administration and effectiveness of vaccines and the development of therapeutic treatments that can restore consumer and business economic confidence.
Business Operations
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We serve global markets and operate in certain countries with political and economic instability, including the Middle East, Northern Africa, Asia-Pacific, Eastern Europe and South American regions.
−Removed: Our international operations are subject to numerous international business risks including, but not limited to, geopolitical and economic conditions, military actions and war, risk of expropriation, import and export restrictions, trade wars, exchange controls, national and regional labor strikes, high or unexpected taxes, government royalties and restrictions on repatriation of earnings or proceeds from liquidated assets of overseas subsidiaries.
+Added: Our international operations are subject to numerous international business risks including, but not limited to, geopolitical and economic conditions, military actions and war, risk of expropriation, import and export restrictions, trade wars, tariffs, exchange controls, national and regional labor strikes, high or unexpected taxes, government royalties and restrictions on repatriation of earnings or proceeds from liquidated assets of overseas subsidiaries.
Any of these could have a material adverse impact on our results of operations, financial position and cash flows.
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Furthermore, a significant or protracted information technology system failure may result in a material adverse effect on our results of operations, financial position and cash flows.
+Added: Our ability to monitor and manage our business performance is dependent upon the effectiveness of our information technology systems.
+Added: We use a variety of information technology systems to operate and manage our businesses, including a number of enterprise resource planning (“ERP”) systems.
+Added: We are currently in the process of developing and implementing a new, company-wide, information system platform.
+Added: The new platform provider is well established in the market.
+Added: The implementation is a phased, risk-managed, site deployment following a multistage user acceptance program with the existing platforms providing a fallback position.
+Added: We have implemented the new platform for a number of our sites across EMEA and ASPAC in the third quarter of 2024.
+Added: In connection with this implementation, the Company has updated, and continues to update, its internal controls over financial reporting, as necessary, to accommodate modifications to its business processes and accounting procedures.
+Added: The successful implementation of the project plan, through to completion, involves significant cost to the business, involving external implementation partners and the dedication of internal employee resources.
+Added: Any problems we encounter may lead to increased costs, delayed completion, business interruption and lower than expected benefits from the new system in the short to medium term.
+Added: Furthermore, the potential for problems with any of our integrated and stand-alone information technology systems, including communication technologies, could negatively impact our customers, suppliers and employees.
+Added: As a result, there could be a consequential adverse impact on our results of operations and financial condition.
Decline in our AvGas business.
−Removed: The sales of our AvGas product line for use in aviation fuel are recorded within our Fuel Specialties business.
+Added: The sales of our AvGas product line for use in aviation gasoline are recorded within our Fuel Specialties business.
The piston aviation industry has been, and is currently, researching a safe replacement fuel to replace leaded fuel.
−Removed: Federal Aviation Administration (“FAA”) program (Piston Aviation Fuels Initiative) has been established to identify a replacement fuel, and candidate fuels are at an early pre-screening stage.
+Added: Federal Aviation Administration (“FAA”) program (Piston Aviation Fuels Initiative) has been established to identify a replacement fuel, and candidate fuels are undergoing testing.
In 2022, the FAA created a new team named Eliminate Aviation Gasoline Lead Emissions (“EAGLE”).
This is a government-industry partnership that also encompasses fuel producers and distributors, airport operators, communities that support general aviation airports, and environmental experts.
−Removed: The most significant announcement impacting the Company is the stated aim of EAGLE to eliminate lead emissions from general aviation by the end of 2030.
−Removed: There are also regulatory projects underway for the E.U., which are considering the phase out of leaded fuel for the aviation industry earlier than the FAA timetable.
+Added: The most significant announcement impacting the Company is the stated aim of EAGLE to eliminate lead emissions from general aviation in the U.S.
+Added: by the end of 2030.
+Added: There are also regulatory actions underway for the
+Added: E.U., which are proposing a ban on the production of leaded fuel for the aviation industry earlier than the FAA timetable, unless an authorization under E.U.
+Added: REACH is granted to the fuel producer.
While we expect that at some point in the future a replacement fuel will be identified, trialed and supplied to the industry, there is no currently available alternative.
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From time to time, we have entered into hedging arrangements for certain utilities and raw materials, but do not typically enter into hedging arrangements for all raw materials, chemicals or energy costs.
−Removed: If the costs of raw
−Removed: materials, chemicals or energy increase, and we are not able to pass on these cost increases to our customers, then profit margins and cash flows from operating activities would be adversely impacted.
+Added: If the costs of raw materials, chemicals or energy increase, and we are not able to pass on these cost increases to our customers, then profit margins and cash flows from operating activities would be adversely impacted.
If raw material costs increase significantly, then our need for working capital could increase.
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Violations of any of these laws or regulations, which are often complex in their application, may result in criminal or civil penalties that could have a material adverse effect on our results of operations, financial position and cash flows.
−Removed: defined benefit pension plan could adversely impact our financial condition, results of operations and cash flows.
−Removed: Movements in the underlying plan asset value and Projected Benefit Obligation (“PBO”) of our U.K.
−Removed: defined benefit pension plan (“UK Plan”) are dependent on our assumptions in respect of the discount rate, annual member mortality rates, future return on assets and future inflation.
−Removed: A change in any one of these assumptions could impact the plan asset value, PBO and pension credit recognized in the income statement.
−Removed: 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.
−Removed: Such an arrangement is commonly termed as a “buy-in”.
−Removed: The benefit obligation was not transferred to the insurer, and the Company remains responsible for paying pension benefits.
−Removed: 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.
−Removed: 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
−Removed: the security to the UK Plan and its members.
−Removed: 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.
−Removed: However, should an unexpected issue arise, there could be consequences which adversely impact our results of operations, financial position and cash flows.
We may have additional tax liabilities.
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Although the U.S.
−Removed: has not yet enacted legislation implementing Pillar Two Rules, other countries where Innospec does business, including the U.K., have enacted legislation implementing Pillar Two Rules which are effective from January 1, 2024.
−Removed: We are continuing to evaluate the Pillar Two Rules and their potential impact on future periods, though we do not expect the Pillar Two Rules to have a material impact on the Company’s effective tax rate.
+Added: has not enacted legislation implementing Pillar Two Rules, other countries where Innospec does business, including the U.K., have enacted legislation implementing Pillar Two Rules, which came into effect from January 1, 2024.
+Added: We have evaluated the Pillar Two Rules and their impact on the current and future periods, and we have determined that the Pillar Two Rules do not have a material impact on the Company’s effective tax rate in the current period, and we do not expect the rules to have a material impact on the Company’s effective tax rate in future periods.
Our products are subject to extensive government scrutiny and regulation.
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We are also subject to ongoing reviews of our products, manufacturing processes and facilities by government authorities, and must also produce product data and comply with detailed regulatory requirements.
−Removed: In order to obtain regulatory approval of certain new products we must, among other things, demonstrate that the product is appropriate and effective for its intended uses, that the product has been appropriately tested for safety and that we are capable of manufacturing the product in accordance with applicable regulations.
+Added: In order to obtain regulatory approval of certain new products we must, among other things, demonstrate that the product is appropriate and effective for its intended uses, that the product has been appropriately
+Added: tested for safety and that we are capable of manufacturing the product in accordance with applicable regulations.
This approval process can be costly, time consuming, and subject to unanticipated and significant delays.
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and other jurisdictions in which we operate may result in new or additional requirements, additional charges to fund energy efficiency activities, fees or restrictions on certain activities.
−Removed: Compliance with these initiatives may also result in additional costs to us, including, among other things, increased production costs, additional taxes, reduced emission allowances or additional restrictions on production or operations.
+Added: Compliance with these initiatives may also result in
+Added: additional costs to us, including, among other things, increased production costs, additional taxes, reduced emission allowances or additional restrictions on production or operations.
Any climate change regulations enacted in the future could also negatively impact our ability to compete with companies situated in areas not subject to such limitations.
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dollar have fluctuated in recent years and may continue to do so.
−Removed: We cannot accurately predict future exchange rate variability among
−Removed: these currencies or relative to the U.S.
+Added: We cannot accurately predict future exchange rate variability among these currencies or relative to the U.S.
While we take steps to manage currency exchange rate exposure, including entering into hedging transactions, we cannot eliminate all exposure to future exchange rate variability.
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Section 22 of the Securities Act of 1933 (“Securities Act”) creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
−Removed: Our stockholders will not be deemed by operation of our choice of forum provision to have waived our compliance with the federal securities laws and the
−Removed: regulations promulgated thereunder.
+Added: Our stockholders will not be deemed by operation of our choice of forum provision to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.
The selection of legal jurisdiction for litigation claims may impact the outcome of legal proceedings which could in turn impact our results of operations, financial position and cash flows.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.