UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
FORM 10-K
x☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
ORFor the fiscal year ended December 31, 2022
OR
o☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-35370
Luxfer Holdings PLC
(Exact Name of Registrant as Specified in Its Charter)
England and Wales98-1024030
State or Other Jurisdiction of

 Incorporation or Organization
I.R.S. Employer Identification No.
Lumns Lane, Manchester, M27 8LN8989 North Port Washington Road, Suite 211,
Milwaukee, WI, 53217
(Address of principal executive officesoffices) (Zip code)
Registrant’s telephone number, including area code: +44 (0) 161-300-0700+1 414-269-2419
Securities registered pursuant to Section 12(b) of the Act:
Title of each classSymbolName of each exchange on which registered
Ordinary Shares, nominal value £0.50 eachLXFRNew York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes    o☐ No    x☒
Indicate by check mark if the registrant is not required to file reports pursuant to section 13 or 15(d) of the Act. Yes    o☐ No    x☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes    x☒ No    o☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes    x☒ No    o☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to the Form 10-K.   x☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See definition of "large accelerated filer", "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.:
Large accelerated filer     ☐    Accelerated filer          ☒        Emerging growth company    ☐
Large accelerated filero
Accelerated filerx
Non-accelerated filero
Smaller reporting companyo
Emerging growth company o
Non accelerated filer    ☐    Smaller reporting company     ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes   ☐ No   ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §.10D-1(b). Yes ☐ No ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes   o☐ No    x☒
The aggregate market value of ordinary shares held by non-affiliates of the Registrant was approximately $464,249,275$406,336,108 based on the last reported sale price of such securities as of June 29, 2018,26, 2022, the last business day of the Registrant’s most recently completed second quarter.


The number of shares outstanding of Registrant’s only class of ordinary stock on December 31, 2018,2022, was 27,000,498.26,934,973.


DOCUMENTS INCORPORATED BY REFERENCE
Parts of the Registrant's definitive proxy statement for its annual general meeting to be held on May 15, 2019,June 7, 2023, to be filed no later than 120 days after the end of the fiscal year covered by this annual report, are incorporated by reference in this Form 10-K in response to Part III, Items 10, 11, 12, 13 and 14.






TABLE OF CONTENTS
Page
PART IPage
PART IItem 1.Business
1
Item 1.1A.BusinessRisk Factors1
10

Item 1A.Risk Factors8
Item 1B.Unresolved Staff Comments23
24

Item 2.Properties23
24

Item 3.Legal Proceedings
24

Item 4.Mine Safety Disclosures
24

PART II
Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
25

Item 6.Selected Financial Data[Reserved]27
26

Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations28
27

Item 7A.Quantitative and Qualitative Disclosures About Market Risk46
43

Item 8.Financial Statements and Supplementary Data48
45

Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure98
89

Item 9A.Controls and Procedures98
89

Item 9B.Other Information98
89

PART IIIItem 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
91
PART III
Item 10.Directors, Executive Officers and Corporate Governance99
92

Item 11.Executive Compensation99
92

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters99
92

Item 13.Certain Relationships and Related Transactions, and Director Independence99
92

Item 14.Principal Accountant Fees and Services99
92

PART IV
Item 15.Exhibits and Financial Statement Schedules100
93

Item 16.Form 10-K Summary101
94

SignaturesSignatures102
95






PART I

Item 1.        Business


Background and business overview


Luxfer Holdings PLC ("Luxfer," "the Company," "we""we," "our") is a global producer of highly-engineered industrial company innovating niche applications in materials focusedengineering. Luxfer focuses on sustained value creation by using its broad array of technical knowhowknow-how and proprietary technologies to help create a safe, clean and energy-efficient world. Luxfer's high-performance materials, technologies. The company specializescomponents and high-pressure gas containment devices are used in the designdefense, first response and manufacture of high-performance products forhealthcare, transportation defense and emergency response, healthcare, and general industrial purposes. Luxfer customers include both end-users of its products and manufacturers that incorporate Luxfer products into finished goods.applications.
We focus primarily on innovationsproduct lines related to magnesium alloys, zirconium chemicals aluminum alloys and carbon composites. For example, we were the first to develop and patent a rare-earth-containing magnesium alloy (EZ33A) for use in high-temperature aerospace applications, including helicopter gearboxes; we were at the forefront of the commercial development of zirconia-rich mixed oxides for use in automotive catalysis; we were the first to manufacture a high-pressure gas cylinder out of a single piece of aluminum using cold-impact extrusion; and we developed and patented the superforming process and the first superplastic aluminum alloy (AA2004). We have a long history of innovation derived from our strong technical expertise, and we work closely with customers to apply innovative solutions to their most demanding product needs. Our proprietary technologies and technical expertise, coupled with strong customer service and global presence, provide competitive advantages and have established us as leaders in the global markets we serve. We believe that we have leading positions in key product areas, including magnesium alloys and powders for aerospace, alloys, photo-engraving plates,military, and commercial applications, zirconium chemicals for automotive catalytic converters and industrial catalysis, high-pressure aluminum and composite cylinders for self-contained breathing applicationsapparatus, as well as transport and storage of compressed natural gas ("CNG") and hydrogen, photo-engraving plates, and a wide variety of other uses.
We have a global presence, operating 1913 manufacturing plants in the U.S., the U.K., Canada France, the Czech Republic and China, one of which relates to discontinued operations, and we also have a joint venture in Japan. We employ approximately 1,6001,400 people, including temporary staff. We also have joint ventures in Japan and India.staff, of which fewer than 50 support our discontinued operations. In 2018,2022, our net sales from continuing operations were $487.9$423.4 million (2017: $441.3(2021: $374.1 million, 2016: $414.82020: $324.8 million), and our net income from continuing operations was $25.0$32.0 million (2017: $16.6(2021: $30.0 million, 2016: $17.82020: $20.8 million). In 2018, we manufactured and sold approximately 14,600 metric tons of our magnesium products, approximately 2,600 metric tons of our zirconium products (excluding water weight as sold as a solution) and approximately 1.8 million high-pressure gas cylinders.
The original Luxfer Group was formed in 1996 in connection with the management buy-in (the "Management Buy-in") of certain downstream assets of British Alcan. The Management Buy-in was financed by a syndicate of private equity investors. Largely through a leveraged reorganization in 1999, and finally a capital reorganization in 2007, these investors fully exited their original investments in the business.
In October 2012, Luxfer Holdings PLC successfully listed its shares (in the form of American Depositary Shares ("ADSs") evidenced by American Depositary Receipts or "ADRs") on the New York Stock Exchange. On December 11, 2017, we terminated the ADR facility and arranged for the exchange of outstanding ADSs for the underlying ordinary shares. The exchange allows Luxfer shareholders to directly own and publicly trade ordinary shares on the New York Stock Exchange under the symbol "LXFR."
On June 30, 2018, Luxfer Holdings PLC determined that the Company did not meet the criteria to continue as a Foreign Private Issuer, or "FPI." The result of which means, that as of January 1, 2019, the Company is now a Domestic Issuer, and will need to conform with the full listing rules of the New York Stock Exchange and be in full compliance with applicable SEC regulations.
On December 18, 2018, Luxfer Holdings PLC  announced the signing of an agreement under which Luxfer would acquire Neo Performance Materials ("Neo,") for US$612 million* in cash and stock.  We subsequently announced on March 10, 2019 that we had executed a termination agreement, under which we will make a payment to Neo of up to $3.5 million.
* Transaction value based on share price at close of business on December 14, 2018.







Luxfer operates in two business segments - Elektron and Gas Cylinders.
Elektron Segment
Our Elektron Segment focuses on specialty materials based primarily on magnesium and zirconium. In 2018, revenues2022, sales from our Elektron Segment represented approximately 51% (2017: 50%57% (2021: 52%, 2016: 46%2020: 56%) of our consolidated net sales. sales from continuing operations. Our top ten customers represented 36%40% of segment sales. No singular customer represented 10% or more of our Elektron Segment sales.
Key product lines include:
•
Advanced lightweight, corrosion-resistant and heat- and flame-resistant magnesium alloys including our bioresorbable SynerMag® alloy and our dissolvable SoluMag® alloy.
•Advanced lightweight, corrosion-resistant and heat- and flame-resistant magnesium alloys for use in aerospace, healthcare and oil and gas applications.
•Magnesium powders used in countermeasure flares that protect aircraft from heat-seeking missiles and also for heating pads for self-heating meals used by the military and emergency-relief agencies.
Magnesium, copper, and zinc photoengraving plates for graphic arts and luxury packaging.
•High-performance zirconium-based materials and oxides used as catalysts and in the manufacture of advanced ceramics, fiber-optic fuel cells, pharmaceuticals and many other performance products.
•Magnesium, copper, and zinc photo-engraving plates for graphic arts and luxury packaging.
Gas Cylinders Segment
Our Gas Cylinders Segment manufactures and markets specialized, productshighly-engineered cylinders using carbon composites and aluminum titanium and carbon composites.alloys. In 2018,2022, sales from our Gas Cylinders Segment represented approximately 49% (2017: 50%43% (2021: 48%, 2016: 54%2020: 44%) of our consolidated net sales. Our top ten customers represented 44%53.9% of segment sales. No customerTwo customers represented 10% or more12% of our Gas Cylinders Segment sales. No other singular customer represented greater than 10% of Gas Cylinders Segment sales.
Key product lines include:
•Carbon fiber composite cylinders for self-contained breathing apparatus (SCBA), used by firefighters and other emergency-responders. Our products are also used by scuba divers and personnel in potentially hazardous environments, such as mines.
Aluminum and composite cylinders used for containment of oxygen and other medical gases used by patients, healthcare facilities and laboratories.
•Carbon fiber composite cylinders for compressed natural gas (CNG) and hydrogen containment in alternative fuel (AF) vehicles.
Lightweight aluminum cylinders•Cylinders used for a variety of industrial applications such as fire extinguishers andthe containment of high-purity specialty gases.oxygen and other medical gases used by patients, healthcare facilities and laboratories.
Lightweight
1

Our U.S. aluminum gas cylinder business was sold in March 2021, our Superform U.K. business was sold in September 2021, and titanium panels superformed into highly complex shapes used mainlywe expect our Superform U.S. business to be sold within the next twelve months. As a result, only our Superform U.S. business remains on the balance sheet as held-for-sale at December 31, 2022. Results from the three operations were disclosed as discontinued in the transportation industry.income statement for the corresponding years' of ownership.

All information included within this section relates to continuing operations, unless otherwise stated.
Financial Information about Segments and Geographic Areas
See Note 1517 ("SegmentalSegment Information") to our consolidated financial statements for further information regarding our operating segments and our geographic areas.












Suppliers and raw materials
Update on global macro environment and related impact on supply chain disruption.
Demand from most end-markets we serve has continued to improve following the adverse impact of COVID-19 on volumes. This recovery in demand across the global macro environment following the onset of COVID-19 has resulted in supply chain challenges characterized by significant increases in cost of key inputs, including magnesium, aluminum, carbon fiber and energy, material and labor availability issues and transport cost increases. Additionally, during 2022 two critical suppliers for our Elektron Segment of magnesium and zirconium, respectively, had enforced force majeure, a standard clause in contracts to remove liability for unexpected and unavoidable catastrophes that interrupt the normal course of business and prevent participants from fulfilling contractual obligations. The force majeure for magnesium was declared in 2021 and remains in place, impacting our U.S. domestic procurement of this key material. The continuing conflict in Ukraine, which has resulted in punitive sanctions against the Russian Federation, has further exacerbated the availability and price of certain raw materials and energy supplies.
In response to these supply chain disruptions, we have secured alternative sources of supply for key material inputs affected by force majeure and have built additional raw material inventory throughout the year. Furthermore, in the majority of cases, we are able to pass through raw material inflation to our customers. Currently, we expect the impact of material availability and inflation, as well as energy cost inflation and labor and transport constraints to continue through 2023. We also expect to be able to source sufficient material to meet demand and in the majority of cases, we expect to be able to pass on cost increases to our customers. However, the outlook remains uncertain with both the size and timing of future cost increases difficult to predict.
Impact of conflict in Ukraine
The Russian invasion of Ukraine and ongoing military conflict which commenced on February 24, 2022, has resulted in displacement of the Ukrainian population and disruption to the Ukrainian economy. Wide ranging sanctions have been imposed on the Russian Federation by the international community, targeting individuals, banks, businesses, funds transfers and imports and exports and are expected to have a significant adverse impact on Russia's economy as well as on international businesses active in the region. Currently, we do not expect the impact on Luxfer from these developments to be significant. We hold no direct operations in the region, and our sales to Russia and Ukraine combined represent less than one percent of total revenue by destination. Furthermore, neither country is a critical supplier of our raw materials. While Russia is a major global exporter of magnesium, we are able to source the metal from various alternative locations, including China, Israel and Turkey. Historically, we also sourced magnesium domestically, however, due to the force majeure declared by U.S. Magnesium LLC, the only U.S. producer of magnesium, in 2021, we currently cannot source from the U.S.
Elektron Segment
Key raw materials used by our Elektron Segment are magnesium, zircon sand and rare earths.
The world demand for magnesium is around one million metric tons per year. China provides about 70%80% of the world supply. Western primary productionProduction outside of China, however, is however, significant, from North American suppliers,including, Dead Sea Magnesium in Israel, RIMA Industrial in Brazil, and two smelterssmaller producers in Turkey and Russia. We purchase approximately half40% of our magnesium needs from China. We usehistorically used only U.S.-sourced materials for our products sold to the U.S. military, for which U.S. and Canadian sourcing is mandatory. However, given the current force majeure declared by our U.S. supplier of magnesium, we are in the process of qualifying non-U.S.-sourced material for sale to the U.S. military.
We generally purchase raw materials from suppliers on a spot basis under standardpreviously contracted terms and conditions. In 2017, we entered into a three-year supply contract with Rio Tinto Alcan for a substantial portion of our aluminum requirements. In addition, weWe have long-term supply contracts in place with U.S. Magnesium for raw material purchases of magnesium ingot for both military and commercial applications. The military contract covers magnesium purchases through December 31, 2020,2023, whereas the commercial contract covers purchases through December
2

31, 2019.2023. However, given the current force majeure declared by U.S. Magnesium LLC, we do not know when or if we will be able to recommence the magnesium ingot purchases specified under this contract.
We purchase and process zircon sand, which is found in heavy-minerals sand, titanium dioxide and other products. Global production of zircon sand is estimated at approximately 1.61.5 million metric tons. We source premium-grade zircon sand from suppliers in South Africa, Senegal, Indonesia and Australia. We also purchase intermediate zirconium chemicals from suppliers in China; theChina. The level of these purchases is based on a number of factors, including required properties and relative market prices. During part of 2022, one of our suppliers of zircon sand had enforced force majeure.
There are 17 rare earth metals that are reasonably commoncommonly found in nature. Usually found mixed together with other mineral deposits, these rare earths haveexhibit magnetic and light-emitting properties that make them invaluable to high-technology manufacturers. As theyThese rare earth metals are used as ingredients in our zirconium chemical and magnesium alloy products, our use ofproducts. Our largest rare earths has expanded over the last few years. Our mainearth requirement is for cerium, which we use in automotive catalysis compounds because of its unique oxygen-storage capabilities.
Gas Cylinders Segment
The largest singleKey raw material purchased bymaterials used in the Gas Cylinders Segment is aluminum. In 2018, we purchased approximately 70% of our aluminum from Rio Tinto Alcan and its associated companies, and aluminum represented approximately 50% of the segment's raw material costs in the year.
The price of aluminum has been somewhat volatile and while we pass on most price movements to our customers, sometimes through contractual cost-sharing formulas, doing so can be more difficult or time consuming with our higher-value products. Consequently, we have historically hedged a portion of our exposure to fluctuations in aluminum pricing.
As a means of hedging against aluminum price increases, we use LME derivative contracts. During 2018, such contracts covered approximately 30% of our estimated primary aluminum needs for the year.
Another key material isinclude high-strength carbon fiber used in our composite products.and aluminum. Our main carbon fiber suppliers are Toray and Mitsubishi. In recent years, the carbon fiber shortages have occurred fromhas experienced periods of tight supply conditions due to increased demand for commercial aerospace, military and militaryclean energy applications. Over time, we have built relationships with our suppliers, providing them predictable requirements and fixed-price annual contracts that help to encourage successfulensure procurement of our required quotavolume of carbon fiber.

In 2022, we purchased approximately 40% of our aluminum from Rio Tinto Alcan and its associated companies. Aluminum represented approximately 35% of Gas Cylinders Segment's raw material costs in 2022. The price of aluminum, and carbon fiber, has been volatile in the past and has increased substantially in 2022. While we generally have passed through changes in input costs to our customers, some of our Gas Cylinders Segment contracts contain look-back provisions that result in a lag to our ability to adjust pricing for changes in input costs.

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Our end-markets
Key end-markets for Luxfer products fall into fourthree categories:
Transportation (31% of 20182022 sales): Many Luxfer products serve a growing need to improve and safeguard the environment in the field of transportation, including our (i) lightweight, high-pressure carbon composite cylinders that contain compressed natural gas and hydrogen; (ii) zirconium-based products that reduce automotive and other emissions; ourand (iii) lightweight magnesium alloys used in fuel-efficient aerospace and automotive designs; and our lightweight, high-pressure carbon composite alternative fuel cylinders that contain clean-burning compressed natural gas and hydrogen. We also superform single sheets of aluminum, magnesium or titanium to create complex, three-dimensional components used in automotive, aerospace and rail components.
designs.
Area of FocusProductEnd-market drivers
Alternative fuels
• Alternative fuelAF cylinders
and systems
 
 
• Bulk gas storage transportation cylinders and systems
• Clean energy initiatives
• "Clean air" initiativesAvailability and pricing of natural gas and hydrogen
• Increasing adoption of hydrogen as fuel source for public transport, particularly in Europe
 
• AbundanceGrowing availability of natural gas
• Favorable tax treatment
• Increasing CNG filling infrastructure
Environmental catalystscatalysis (cleaning of exhaust emissions)• Zirconium compounds with specific properties used in auto-catalysis washcoatsautomotive catalytic converters
• Emissions legislationLegislation and regulation generally
aimed at reducing emissions from internal combustion engines, including gasoline particulate filtration
• Cost effective for vehicle manufacturers as they reducePricing of zirconium compounds compared to the use of precious metals
• Increasing demand for gasoline-electric hybrid vehicles

Specialty / high-end automotiveCivil and military aerospace
•    Superformed complex body panels, doors and trunk assemblies and other high-strength components
• Magnesium extrusions
• Fuel efficiency for a given level of performance
• Increased flexibility for vehicle designers in terms of complex shapes and strength
• Strong demand for top-end cars from affluent customers, typically in emerging markets
Sensors, piezoelectrics and electro-ceramics•    Zirconium-based ceramic materials used in sensors of engine management systems
• Engine efficiency
• Control of exhaust gases
Rail transport•    Superformed train front-cab and internal components
• Government investment in public transport
• Fuel efficiency
• Safety requirements for moving from plastic to metal for internal components
Civil aerospace
•    Superform (wing leading edges, engine nacelle skins, winglets)
•    Elektron® aerospace alloys in cast, extruded, and sheet form
• GrowingGrowth in the global aircraft build rate
market
• Increasing costEmphasis on reducing the weight of aircraft components to increase fuel efficiency

• Increased vehicle design / sophistication

Helicopters•    Magnesium sand-casting alloys, superformed panels
• Lightweighting
• Fuel efficiency
Recycling•    Recycling service converting magnesium scrap into good die-casting ingot
• Marketing "whole-of-life" costing for vehicles
• Legislation requiring recycling at end of vehicle's life cycle

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Defense, and emergency response (26%First Response & Healthcare (32% of 20182022 sales): Luxfer offers severalmany products that address principal factors driving growth in this market, such as heightened societal expectations regarding protection ofhelp to protect people, equipment and property duringin hazardous conditions, conflicts and emergencies. OurThese products include magnesium powders used for countermeasure flares that defend aircraft against heat-seeking missile attack and formissiles, flameless ration heaters used in meals life-supportReady-to-Eat, cylinders used in SCBA equipment for firefighters and other emergency-serviceemergency service personnel, fire extinguisher cylinders, and chemical agent detection and decontamination products.
Other products include lightweight gas cylinders for containment of medical and laboratory gases, zirconium powders for pharmaceutical products, magnesium materials for lightweight orthopedic devices, specialized magnesium alloys for the automotive industry, and zirconium materials for biomedical applications and dental implants.
Area of FocusProductEnd-market drivers
Life-support breathing apparatus• Composite cylinders used in SCBAself-contained breathing apparatus ("SCBA")
• Increased awareness of importance of properly equipping firefighting services post 9/11
 
• Demand for lightweight products to upgrade from heavy all-metal cylinders
 
• Periodic upgrade of new U.S. National Institute for Occupational Safety and Health (NIOSH) standards and natural replacement cycles
 
• Asian and European fire services looking to adopt more modern SCBA equipment
Fire protectionMilitary countermeasure flares
• Cylinders (CO2 fire extinguishers)
• New commercial buildings
• Cylinder replacement during annual servicing
Countermeasures• Ultra-fine magnesium powders for flares used to protect aircraft from attack by heat-seeking missiles
• Use inMilitary combat and training
exercises
 
• Maintenance of countermeasures reserves (shelf-life restrictions)
Military vehiclesSupport of personnel in hazardous conditons• Elektron® magnesium alloys in cast rolled, and extruded forms• Maintaining high level of protection while reducing weight to improve maneuverability and fuel economy
Military personnel and emergency relief agencies
• Self-heating meals used by military personnel and emergency-relief agencies
 
• Chemical detection and chemical decontamination kits
• Ensuring protection and well-being for military personnel and victims of natural disasters
 
• Use inMilitary combat and training and in response to terrorist activities
Healthcare (7% of 2018 sales): Luxfer has a long history serving the healthcare end-market, and we see this as a major area for the introduction of new products and solutions. These include lightweight aluminum and composite cylinders for containment of medical and laboratory gases; zirconium powders for pharmaceutical products; magnesium materials for lightweight orthopedic devices; specialized magnesium alloys for cardiovascular stents and implants; and zirconium materials for biomedical applications and dental implants.
Medical gases
Area of FocusProductEnd-market drivers
Medical gases
• Portable aluminum and composite cylinders

• Portable oxygen concentrators
• Growing use of medical gases
• Shift to paramedics, who need portable,Demand for lightweight products
to upgrade from heavy all-metal cylinders
 
• Growing trend to provide oxygen therapy in the home and to keep patients mobile
• Increasingly aging population
• Increase in respiratory diseases
Medical equipment casingsOrthopedics•    Superformed panels (e.g., for MRI scanners)• Growing use of equipment using powerful magnets and consequent need for non-ferrous, hygienic casings
Pharmaceutical industry•    Magnesium powders as a catalyst for chemical synthesis (Grignard process)• Growth in pharmaceutical industry
Orthopedics• Magnesium sheets• Improved mobility through use of easy-to-wear, lightweight braces and trusses
SorbentsPharmaceuticals
• MELsorb® material being developed as active ingredientused in dialysis equipment and enterosorbents

• Growth in kidney problemsZirconium compounds as a base material for pharmaceutical applications
• New technologies to remove noxious elements from the body




5

General industrial (36%(37% of 20182022 sales): Our core technologies have enabled us to serve various otherindustrial markets and applications. OurThese products include zirconium-based compounds to purify drinking water and clean industrial exhausts; magnesium alloys shaped for use in various general engineering applications; and high-pressure gas cylinders used for high-purity specialty gases, beverage dispensing, scuba diving and performance racing. MetalOur metal foil-stamping and embossing dies are used primarily for luxury packaging, labels and greeting cards. Our high-quality magnesium, copper, brass and zinc plates are ideal for these and other graphic applications.
Area of FocusProductEnd-market drivers
Specialty gases•    Inert-interior aluminum cylinders for high-purity gases
• Semiconductor and electronics industries
• Pharmaceutical industry growth
• Specialized laboratory requirements
• Oil exploration
Leisure activities•    Cylinders for SCUBA diving, car and boat racing
• Leisure time
• Growth of middle class in emerging markets
General engineering
• Magnesium billets, sheets, coil, tooling plates
 
• Zirconium ceramic compounds for hard working components
• Economic growth
• Need for components to operate in more extreme environments for longer periods, such as underground or in the ocean
 Hydraulic fracturing or "fracking"
• Dissolvable SoluMag® magnesium alloy
• Onshore shaleoil and gas exploration linked to increasing energy demand


Paper• Bacote™ and Zirmel™, both formaldehyde-free insolubilizers that aid high-quality printing• Elimination of toxic chemicals
Graphic arts• Photo-engraving plates• Luxury packaging as part of marketing high-end products
Our competitive advantages
Focus on innovation and product development for growing specialized end-markets.We continue to produce a steady stream of new products, including those developed in close collaboration with our customers.
Strong technical expertise and know-how.Using our expertise in metallurgy and material science, we specialize in advanced materials, developing products and materials with superior performance to satisfy the most demanding requirements in the most extreme environments. Further, we benefit from the fact that a growinggrowth in the number of our patented products, are patented, including many of our alloys and compounds.
Diversified customer base with long-standing relationships.We put the customer at the heart of our strategy, and we have long-standing relationships with many of our customers, including global leaders in our key markets.
OurLaunch of the Luxfer Business Excellence Standard Toolkit. System. The "Luxfer B.E.S.T. Model," consistsLuxfer Business System serves as a tool to realize growth potential embedded in our business. The system places emphasis on serving the customer and profitable growth, consisting of the following key themes:
A common set of values that drives accountability, innovation, customer first, personal development, teamwork and integrity.•Commercial Excellence
Disciplined capital allocation with the aim of maximizing organic growth and the product portfolio value through value-enhancing acquisitions and divestitures.•Lean Operations
Balanced score-card used in an effort to continuously improve employee performance in an effort to help translate our vision into actionable individual goals and ensure that employee compensation is commensurate with individual performance.•Innovation
A published Customer Charter designed to enable us to retain and grow our customer base and capture additional market share.•Sustainability
A lean enterprise philosophy that helps drive operational process excellence in all functions including, sales, marketing, innovation, human resources, supply, manufacturing, information technology and finance.•People Excellence

•Strategy Deployment
Intellectual Property
Our patents, trademarks, trade secrets, copyrights and all our other intellectual property are important assets that afford protection to our business. Our success depends to a degree upon our ability to protect and preserve certain proprietary aspects of our technology and our brand. To ensure that objective, we control access to our proprietary technology. Our employees and consultants enter into confidentiality, non-disclosure and invention assignment agreements with us. We protect our rights to proprietary technology and confidential information in our business arrangements with third parties through confidentiality and other intellectual property and business agreements.
6

Seasonality
WeHistorically, we have shutdown periods at most of our manufacturing sites, during which we carry out maintenance work. Shutdowns typically last two weeks in the summer and one to two weeks around the year-end holidays, resulting in reduced levels of activity in the second half of the year compared to the first half. Third-quarterThird quarter and fourth-quarterfourth quarter sales and operating profit can be affected by our own manufacturing site shutdowns and by shutdowns byof various industrial customers. In particular, we have found that our fourth-quarter results are generally lower, since many customers reduce production activity from late November through December. We also operate in various geographic areas that are susceptible to bad weather during winter months, such as Calgary, Canada, and various U.S. eastern states. Bad weather can unexpectedly disrupt production and shipments from our manufacturing facilities, which can lead to reduced revenue and operating profits. We alsoprofit. Additionally, we manufacture products that are used in graphic arts and premium packaging, seasonal demand for which increases in the run up toahead of the year-end holidays.
Research and Development
Luxfer recognizes the importance of research in materials science and the need to develop innovative new products to meet future needs of customers and to continue providing growth opportunities for the business.grow sales and operating profit. Each year, we invest in the development of new products and processes directed towards transportation, defense and emergency response, healthcare and general industrialour end-markets. Direct expenditure on research and development amounted to $6.4 million in 2018 (2017: $7.8 million; 2016: $7.6 million). Our product development projects also include utilizing skills of our wider commercial technical sales staff, manufacturing engineers and general management, many of whom are highly qualified scientists and engineers. A large proportion of senior sales and management time is spent overseeing development of products and working with customers on integrating our products and solutions into their product designs.
To provide customers with improving products and services, we invest in new technology and research and employ some of the world's leading specialists in materials science and metallurgy. Our engineers and metallurgists collaborate closely with our customers to design, develop and manufacture our products. We also co-sponsor ongoing research programs at major universities in the U.S., Canada and Europe. Thanks to the ingenuity of our own research and development teams, Luxfer has developed a steady stream of new products, most recently including:
•
soluble magnesium alloys, branded SoluMag®, for down-well oil and gas applications;
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ultra-lightweight large composite cylinders, branded G-StorTM, for containment of CNG, hydrogen, helium and other gases;
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enabling technologies for AF systems, including high-pressure valves, branded G-FloTM, and pressure- release devices;
zirconium•Soluble magnesium alloys, branded SoluMag®, for down-well oil and gas applications;
•Ultra-lightweight large composite cylinders, branded G-StorTM, for containment of CNG, hydrogen, helium and other gases;
•AF systems solutions for buses, trucks and bulk gas transportation;
•Zirconium catalysts for large-scale industrial chemical applications;automotive end-use, including advances in gasoline particulate filtration used in hybrid vehicles;
•
L7X® higher-strength aluminum alloy and carbon composite gas cylinders;
•L7X® high-strength aluminum alloy and carbon composite gas cylinders;
•Luxfer ECLIPSE, a new carbon composite cylinders for firefighter self-contained breathing apparatus (SCBA); and
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bioresorbable magnesium alloys, branded SynerMag®; and
•Unitized Group Ration - Express (UGR-E) heater meals developed to deliver hot meals to multiple soldiers in a combat or training environment.
•
zirconium sorbents, branded MELsorb®, being developed for use as an active ingredient in kidney dialysis equipment.
We believe that our commitment to research and new product development, through dedicated resources and significant use of management's time, isforms the core of Luxfer's growth potential worldwide.potential. This commitment reflects our strategy of focusing on high-performance, value-added product linesproducts and markets andas well as leveraging our collaboration with universities. We invest in developing products for end-markets that we believe havehold long-term growth potential.

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Intellectual Property
We relyLuxfer relies on a combination of patents, trade secrets, copyrights, trademarks, and proprietary manufacturing processes and design rights, together with non-disclosure agreements and technical measures, to establish and protect proprietary rights in our products. Our Elektron Segment holds key patents related to protectionprotected applications, including numerous aerospace alloys and magnesium-gadolinium alloys, as well as patents related to environmental applications, including water-treatment products and our specialized G4 process used to manufacture zirconium-cerium oxides for emissions-control catalysts. The segmentElektron Segment also has patented technology for magnesium-based flameless heater pads used to heat meals and beverages. Key patents held by our Gas Cylinders Segment relate to aluminumcomposites and alloys for pressurized hollow bodies and superplastic-forming techniques.bodies. No individual patent or such intellectual property is considered material to either the Elektron or Gas Cylinders Segment.
In certain areas, we rely more heavily upon trade secrets and unpatented proprietary know-how than patent protection in order to establish and maintain our competitive advantage. We generally enter into non-disclosure and invention assignment agreements with our employees and subcontractors.subcontractors, as well as our customers and vendors.
Human Capital Management
The Company employed approximately 1,400 people as of December 31, 2022, fewer than 50 of whom support our discontinued operations. Of the approximately 1,350 employees associated with continuing operations, approximately 750 are employed in the United States and 600 are employed internationally.
Attracting and retaining talent remains a challenge in the post-COVID landscape. To succeed in today’s competitive labor market, Luxfer takes a proactive approach to human capital management by pursuing several priorities that we believe are critical in recruiting, retaining, motivating, and developing top talent. Such priorities include: (i) ensuring occupational health and safety; (ii) providing opportunities for professional growth and development; (iii) maintaining diverse and inclusive workplaces; and (iv) promoting financial, physical, and emotional well-being.
Our Board of Directors and Executive Leadership Team play a key role in setting our human capital management strategy and driving accountability for meaningful progress. Informed by data, our human capital management initiatives are supported by local leadership, with significant functional oversight by our local human resource teams. All Luxfer facilities collect data on employee retention, talent acquisition, training, and safety. Metrics are recorded quarterly on our internal scorecard and are reported to executive management regularly.
Occupational Health and Safety
Luxfer is committed to safeguarding the health and safety of our employees at work. We have well-defined health and safety policies and procedures that are reinforced by ongoing employee training. We conduct annual on-site audits to identify and manage environmental health and safety risks, as well as to evaluate compliance with regulatory requirements and Luxfer policy. All functional business units report metrics to assess health and safety performance, which are reviewed regularly by executive leadership and management. In fiscal year 2022, the Company had eight Lost Time Accidents and an Incident Frequency Rate of 1.59 with zero work-related fatalities.
Professional Growth and Development
Providing opportunities for professional growth and development is key to Luxfer’s retention strategy. Luxfer maintains talent and succession planning processes, including regular review by the Executive Leadership Team and reports to the Board of Directors. We operate leadership and management development programs, which provide a consistent approach to the development to the Company’s future leaders and managers. With a multi-faceted curriculum, these programs develop critical problem-solving, communication, management, and leadership skills. Luxfer also maintains training and development programs for employees at the workforce level, in addition to regular coaching and support from their supervisor and performance evaluations. To further support their career aspirations, employees can access Luxfer’s online learning platform which offers over 180,000 courses, videos, and books designed to strengthen critical business, leadership, productivity, and computer software skills.

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Diverse and Inclusive Workplaces
The professional conduct of our employees furthers the Company’s mission, promotes productivity, minimizes disputes, and enhances our reputation. As such, the Company is committed to creating and maintaining a diverse, global workforce that provides fair and equitable opportunities, thereby advancing Luxfer’s innovation culture and customer first values. With continued focus on diversity and equity, Luxfer’s diversity initiatives include, but are not limited to, practices and policies on recruitment and selection, including targeted sourcing of personnel from diverse backgrounds; compensation and benefits; professional development and training; advancement opportunities; and the ongoing development of a diverse and inclusive work environment. All Luxfer personnel are required to complete a variety of anti-harassment, non-discrimination, diversity, and unconscious bias trainings annually. Luxfer’s talent acquisition teams and hiring managers undergo additional training to ensure that a diverse slate of candidates is considered for all job openings. Further, Luxfer monitors the composition of its current workforce for diversity, age, and gender demographics. This data is used to enhance employment and recruitment practices and is continually improved to ensure that a diverse and talented workforce is maintained.
Financial, Physical, and Emotional Well-Being
Fair Wages and Competitive Benefits: Luxfer offers competitive base pay and, depending on position, variable incentive pay associated with both Company and individual performance. Full-time employees and, in some cases, part-time employees who have met the minimum hours of service requirement are eligible to participate in various retirement savings plans, such as the Company’s 401(k) defined contribution plan in the U.S. and various pension schemes available to U.K. employees. We also offer paid time off, group medical, dental, and vision plans, in addition to various life, disability and paid family and sick leave options, which vary by jurisdiction.
Employee Share Plans: Luxfer encourages participation in its U.S. Employee Stock Purchase Plan (ESPP) and U.K. Share Incentive Plan (SIP), which provide employees an opportunity to become Luxfer shareholders at a reduced price. Under the ESPP, U.S. employees can purchase Company stock at a 15% discount through payroll deductions. Under the SIP, U.K. employees can purchase company stock through payroll deductions and, in turn, the Company matches one free share per every two shares purchased.
Fitness and Wellness Programs: Luxfer is proud to offer several optional fitness and wellness programs and healthy living incentives to our employees. Our Employee Healthy Lifestyle Program is available to U.S. employees and offers partial reimbursement for certain gym and fitness center memberships, weight loss programs, and group exercise classes. U.S. employees are also eligible to participate in a smoking cessation program through which employees who complete a 90-day program are rewarded with lower insurance rates.
Emotional Well-Being: We support the social and emotional health of our employees by providing access to wellness clinics and funded mental health counseling services. As a part of Luxfer’s group medical insurance plan, U.S. employees have convenient access to live video visits with a board-certified doctors or licensed therapists. Luxfer also offers access to the Employee Assistance Program, which connects employees and their families with credentialed counselors, free of charge, to provide a variety of work-life services and resources for family matters, including legal assistance, financial budgeting, and more.
Available Information
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q , Current Reports on Form 8-K and 6-K and any exhibits or amendments to thesesuch are made available, free of charge, on our website at http://www.luxfer.com as soon as reasonably practicable after we electronically file such reports with, or furnish them to, the Securities and Exchange Commission ("SEC"). Information on our website is not incorporated by reference herein and is not made a part of this report.
Financial and other material information regarding the companyCompany is routinely posted and accessible on our website at http://www.luxfer.com/investors.


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Item 1A.    Risk Factors


The risks described below are not the only risks facing us. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations. See also "Information Regarding Forward-Looking Statements" for certain warnings regarding forward-looking information contained in this document.
Risks RelatingEconomic and Industry risks
Our results of operations may be negatively impacted by the ensuing effects of the coronavirus disease pandemic, as well as the subsequent adverse impact on availability of key inputs and associated cost inflation.
Activity in most of the end markets we serve improved throughout 2021 and continued to Our Operationsimprove in 2022 following the global COVID-19 outbreak. The sharp recovery in demand across the global macro environment has resulted in supply chain challenges characterized by significant increases in material cost inflation on key inputs (including magnesium, aluminum and carbon fiber), labor availability issues and energy and transport cost increases. Currently, our expectation is that the impact of material and energy cost inflation and labor and transport constraints will continue into 2023. While we aim to pass on cost increases to customers through increased price, there is no guarantee that we will be able to do so in all circumstances (see: We are exposed to fluctuations in the costs of the raw materials that are used to manufacture our products, and such fluctuations could lead us to incur unexpected costs and could affect our margins and / or working capital requirements), and failure to do so could have a material adverse impact on our results of operations, financial position and cash flows.
We depend on certain end-markets, including automotive, alternative fuels, self-contained breathing apparatus ("SCBA"), aerospace, and defense, healthcare, oil and gas and printing and paper. An economic downturn, or regulatory changes, in any of those end-markets, could reduce sales and profit margins on those end-markets.
We have significant exposures to certain end-markets, including some end-markets that are cyclical in nature or subject to high levels of regulatory control, including automotive, self-contained breathing apparatus ("SCBA"),SCBA, aerospace and defense and printing and paper.defense. Dependence of either of our segments on certain end-markets is even more pronounced.
To the extent that any of these cyclical end-markets are in decline, at a low point in their economic cycle, or subject to regulatory change, sales and margins on those sales may be adversely affected. It is possible that all or most of these end-markets could be in decline at the same time, such asi.e. during a recession.an economic downturn. Any significant reduction in sales could have a material adverse impact on our results of operations, financial position and cash flows.
Our global operations expose us to economic conditions, potential tax costs, political risks and specific regulations or restrictions in the countries in which we operate, which could have a material adverse impact on our results of operations, financial position and cash flows.
We derive our sales and earnings from operations in many countries and are subject to risks associated with doing business internationally. We have wholly-owned operations in the U.S., the U.K., Canada France, the Czech Republic,and China, and Australia;as well as a joint venture facilities in India and Japan; and an associate in Australia.Japan. Doing business in different countries has risks, including the potential for adverse changes in the local, social, political, financial or regulatory climate, difficulty in staffing and managing geographically diverse operations, and the costs of complying with a variety of laws and regulations. For example, the changeRussian invasion of Ukraine and ongoing military conflict which commenced on February 24, 2022, has resulted in massive displacement of the Ukrainian population and huge disruption to its economy. Wide ranging sanctions have been imposed on the Russian Federation by the international community, targeting individuals, banks, businesses, funds transfers and imports and exports and are expected to have a significant adverse impact on Russia's economy as well as on international businesses active in the political climateregion. The impact on Luxfer in 2022 was not significant as we have no direct operations in the U.S.region, and our sales to Russia and Ukraine combined typically represent less than one percent of total revenue by destination. Furthermore, neither country is a critical supplier of our raw material needs, and while Russia is a major global exporter of magnesium, we are able to source the metal from various alternative locations, including China, Israel, Turkey and the United States. However, this has caused macro-economic disruption which could make it more challenging adversely affect the Company and/or expensive to import products manufactured in Europe.our supply chain, business partners or customers.

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Due to the fact we have operations in many countries, we are also liable to pay taxes in many fiscal jurisdictions. Our tax burden depends on the interpretation of local tax regulations, bilateral or multilateral international tax treaties and the administrative doctrines in each jurisdiction. Changes in these tax regulations may increase our tax burden, or otherwise affect our accounting for taxes. For example, as a result ofin March 2021, the reductionU.K. government announced an increase in the statutory corporate incomerate of Corporation tax rate infrom the U.S. pursuantcurrent 19% to 25%, which will take effect from April 2023, and is expected to increase the future tax reform bill enactedburden on December 22, 2017, we recorded a reduction in the value ofearnings from our deferred tax assets in the U.S. of $4.0 million. Moreover, theU.K. operations.
The principal markets for our products are located in North America, Europe and Asia, and any financial difficulties experienced in these markets may have a material adverse impact on our businesses. For example, the maturity of some of our markets, particularlysuch as the U.S. medical oxygen cylinder market and the European fire extinguisher market,for photo-engraving plates, could require us to increase sales in developing regions, which may involve greater economic and political risks. We cannot provide any assurances that we will be able to expand sales in these regions. Any of these factors could have a material adverse impact on our results of operations, financial position and cash flows.
On June 23, 2016, the U.K. held a referendum in which voters approved an exit from the European Union (the "E.U."), commonly referred to as 'Brexit'. On March 29, 2017, the U.K. Government invoked Article 50 of the Treaty on the European Union, which is expected to result in the U.K. exiting the E.U. on March 29, 2019. The U.K. Government continues to negotiate the terms of the U.K.'s future relationship with the E.U., although there is still considerable uncertainty as to the outcome as the planned exit date approaches. It is possible that following agreement, the new relationship will result in greater restrictions on imports and exports between the U.K. and E.U. countries, as well as the U.S. and increased regulatory complexity. There is also the potential for disruption to the movement of raw materials and finished goods in the event that no agreement is reached by the planned exit date. These changes may adversely affect our operations and financial results. See also "—Changes in foreign exchange rates could reduce margins on our sales and reduce the reported revenue of our non-U.S. operations and have a material adverse effect on our results of operations."
We may not be able to consummate, finance or successfully integrate future acquisitions into our business, which could hinder our strategy or result in unanticipated expenses, losses or charges.
As part of our strategy, we have supplemented and may continue to supplement organic growth by acquiring companies or operations engaged in similar or complementary businesses. If the consummation of future acquisitions, together with integration of acquired companies and businesses excessively diverts management's attention from the operations of our existing businesses, operating results could suffer. Any acquisition made could be subject to a number of risks, including:
failing to discover liabilities of the acquired company or business for which we may be responsible as a successor owner or operator, including litigation or environmental costs and liabilities;
difficulties associated with the assimilation of operations and personnel of the acquired company or business, creating uncertainty for employees, customers and suppliers;
increased debt service requirements as a result of increased indebtedness to complete acquisitions;
the loss of key personnel in the acquired company or business;
a negative effect on our financial results resulting from an impairment of acquired intangible assets, the creation of provisions, or write downs; and / or
potential adverse effects on our stock price and dividend amount due to the issuance of additional stock.
We cannot ensure that every acquisition will ultimately provide the benefits originally anticipated, which could ultimately have a material adverse impact on our results of operations, financial position and cash flows.

Our operations rely on a number of large customers in certain areas of our business, and the loss of any of our major customers could negatively impact our results of operations.
If we fail to maintain our relationships with our major customers, or fail to replace lost customers, or if there is reduced demand from our customers or for products produced by our customers, such failures or reduced demand could materially reduce our sales. In addition, we could experience a reduction in sales if any of our customers fail to perform or default on any payment pursuant to our contracts with them. Long-term relationships with customers are especially important for suppliers of intermediate materials and components such as ourselves. We often work closely with customers to develop products that meet particular specifications as part of the design of a product intended for an end-user market. The bespoke nature of many of our products could make it difficult to replace lost customers. Our top 10 customers accounted for approximately 25%31% of our net sales in 2018.2022. Any significant reduction in sales or customercustomer payment default could have an adverse material impact on our results of operations, financial position and cash flows.

Competitive pressures could materially and adversely affect our sales and profit margins.
The markets for many of our products are now increasingly global and highly competitive, especially in terms of quality, price and service. Due to the highly competitive nature of some markets in which we operate, we may have difficulty raising prices to offset increases in the costs of raw materials. For example, the U.S. medical oxygen cylinder market has a number of dedicated producers with excess capacity, making it very difficult for us to raise customer prices to offset aluminum cost increases. In addition, rising aluminum costs could lead to the development of alternative products that use lower cost materials, which could become favored by end-market users and thereby lead to a decline in the demand for our products.
We also experience competition from developing countries where manufacturers may benefit from lower labor costs. We are also affected by Western-based competitors that have chosen to relocate production to Asia to take advantage of lower labor costs. Competitors with operations in these regions may be able to produce goods at a relatively lower cost, which may enable them to offer highly competitive selling prices.
Competition with respect to less-complex zirconium chemicals has been particularly intense, with Chinese suppliers providing low-cost feedstock to specialist competitors, making it especially difficult to compete in commodity products such as paper-making additives. Chinese magnesium also continues to be imported into Europe in large volumes, which may impact our competitive position in Europe regarding certain magnesium alloys. More generally, we may face potential competition from producers that manufacture products similar to our aluminum-based, magnesium-based and zirconium-based products using other materials, such as steel, plastics, composite materials or other metals, minerals and chemicals. Products manufactured by competitors using different materials might compete with our products in terms of price, weight, engineering characteristics, recyclability or other grounds.
We may also enter new markets in which there are established competitors. We expect to face new and significant challenges in our effort to enter into these highly competitive markets in which we did not have a presence historically. For example, in recent years, we have entered markets focused on the containment of compressed natural gas (CNG) and incurred startup costs along with strong competitive pressures from existing providers of similar cylinder technologies. Even if we are able to enter into these new markets initially, we may not be able to sustain the effort on a long-term basis or establish sufficient market share to achieve meaningful returns from our investment.
Other parts of our operations manufacture and sell products that satisfy customer specifications. Competitors may develop lower cost or better performing products, and customers may not be willing to pay a premium for advantages offered by our products.
In addition, governments may impose import and export restrictions, grant subsidies to local companies and implement tariffs and other trade protection regulations and measures that may give competitive advantages to certain of our competitors and adversely affect our business.
Any of these factors could have a material adverse impact on our results of operations, financial position and cash flows.
We depend upon our larger suppliers for a significant portion of our raw materials, and a loss of one of these suppliers, or a significant supply interruption could negatively impact our financial performance.
We rely, to varying degrees, on major suppliers for some of the principal raw materials of our engineered products, including aluminum, zirconium and carbon fiber.fiber. For example, in 2018,2022, we obtained approximately 70%42% of our aluminum the largest single raw material purchased by the Gas Cylinders Segment, from Rio Tinto Alcan and its associated companies. Moreover, demand for carbon fiber is increasing, which has led to occasional periods of short supply in recent years with a number of expanding applications competing for the same supply of this specialized raw material. Our largest suppliers of carbon fiber are Toray and Grafil, a subsidiary of Mitsubishi Chemical. For additional details of some of our major suppliers (see ITEM 1 - Suppliers and raw materials).
We generally purchase raw materials from suppliers on a spot basis under standard terms and conditions. In 2017, we enteredWe also enter into a three-year supply contractcontracts with Rio Tinto Alcan for a substantial portion of our aluminum requirements. In addition, we have supply contracts in place with U.S. Magnesium for raw material purchases of magnesium ingot for both military and commercial applications. TheIn 2021 U.S. magnesium entered force majeure and deliveries reduced up until late 2022, when they ceased completely, with an expectation that they would not recommence until the second half of 2023. We successfully secured and qualified magnesium from alternative sources to meet requirements for both military contract covers magnesium purchases through December 31, 2020, whereasand commercial applications for the commercial contract covers through December 31, 2019.remainder of 2023.
An interruption in the supply of essential raw materials used in our production processes or an increase in the costs of raw materials due to market shortages, supplier financial difficulties, government quotas or natural disturbances, could significantly affect our ability to provide competitively priced products to customers in a timely manner. For example, the significant increase in demand for materials and energy stemming from the post-COVID economic recovery and current conflict in Ukraine has resulted in significant constraints on availability of key inputs such as magnesium, aluminum and energy supplies with a consequent spike in prices. In the event of a significant interruption in the supply of any materials used in our production

processes, or a significant increase in their prices, (as we have experienced, for example, at different times with aluminum, magnesium and rare earths), we may have to purchase these materials from alternative sources, build additional inventory of raw materials, increase our prices, reduce our margins or possibly fail to fill customer orders by deadlines required in contracts, which could result in, among other things, contractual penalties. We can provide no assurance that we would be able to obtain replacement materials quickly on similar terms or at all. Failure to maintain relationships with key suppliers or to develop relationships with alternative suppliers could have a material adverse effect on our results of operations, financial position and cash flows.
In in the prior year we were faced with two critical suppliers of magnesium and zirconium respectively declaring force majeure, of which the former remains in place. We have been successful in securing alternative sources of supply for key material inputs affected by force majeure, although typically at an increased cost.
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We are exposed to fluctuations in the costs of the raw materials that are used to manufacture our products, and such fluctuations could lead us to incur unexpected costs and could affect our margins and / or working capital requirements.
The primary raw material we use to manufacture gas cylinders and superformed panels is aluminum supplied in billet and sheet form. The cost of aluminum is subject to both significant short-term price fluctuations and to longer-term cyclicality as a result of international supply and demand relationships. In 2018, the London Metal Exchange ("LME") three-month cost of aluminum reached a high of just above $2,500 per metric ton and a low of just below $1,800 per metric ton. The delivery premiums added by suppliers to the LME price also fluctuate, for example: the Midwest Aluminum Premium for physical supply of aluminum billet in the U.S. has historically averaged around $200 per metric ton, but in 2015 rose to a high of $535 per metric ton then fell to a low of $155 per metric ton. We have experienced significant volatility in other raw material costs in the last few years, such as primary magnesium, carbon fiber, zircon sand and rare earths. See ITEM 1.
Fluctuations in the costs of these raw materials could affect margins and working capital requirements in the businesses in which we use them, see ITEM 7.7A. We cannot always pass on cost increases or increase our prices to offset these cost increases immediately or at all, whether because of fixed-price agreements with customers, competitive pressures that restrict our ability to pass on cost increases or increase prices, or other factors. It can be particularly difficult to pass on cost increases or increase prices in product areas such as gas cylinders, where competitors offer similar products made from alternative materials, such as steel, if those materials are not subject to the same cost increases. Higher prices necessitated by large increases in raw material costs could make our current or future products unattractive compared to competing products made from alternative materials that have not been so affected by raw material cost increases, or compared to products produced by competitors who have not incurred such large increases in their raw material costs.
In addition, pricing of raw materials, such as aluminum, may be impacted by the level of tariffs imposed on imports. President Trump announced in March 2018 a 10% tariff on aluminum imported into the U.S. The Company uses a substantial amount of aluminum in its products, with imports into the U.S. primarily originating from Canada. While the tariffs were deemed to be a temporary measure pending the renegotiation of the North American Free Trade Agreement ("NAFTA"), its successor, the yet to be ratified United States-Mexico-Canada agreement ("USMCA") does not currently include provision to ensure tariff and quota free tradeIf, for aluminum. While the current level of tariff does not have a major adverse impact on our business, if the tariff were to escalate, then the price of affected imported materials could increase substantially and the price of U.S.-made aluminum could also increase substantially.
Ifexample, the cost of aluminum or carbon fiber were to rise, we may not be able pass those cost increases on to our customers or manage the exposure effectively through hedging instruments. CurrentlyFrom time to time we use derivative financial instruments to hedge our exposures to fluctuations in aluminum costs. Although it is our treasury policy to enter into these transactions only for hedging and not for speculative purposes, we are exposed to market risk and credit risk with respect to the use of these derivative financial instruments, see ITEM 7A. In addition, if we have hedged our metal position, a fall in the cost of aluminum might give rise to hedging margin calls to the detriment of our borrowing position.
In the past several years and during 2022, we have made additional purchases of large stocks of magnesium chemicalsalloys in an effort to delay the effect of potentially increased costs in the future. However, even though such purchases are not made for speculative purposes, there can be no assurance that costs will move as expected.
Moreover, these strategic purchases increase our working capital needs, thus reducing our liquidity and cash flow.
Accordingly, a substantial increase in raw material costs could have a material adverse effect on our results of operations, financial position and cash flows.




We are exposed to fluctuations in costs of utilities that are used in the manufacture of our products, and such fluctuations could lead us to incur unexpected costs and could affect our margins and results of operations.
Our utility costs, which constitute another major input cost of our total expenses and include costs related to electricity, natural gas and water, may be subject to significant variations. Increased taxation and other factors have contributed in the past to a significant increase in utility costs for us, particularly with respect to the price that we pay for our U.K. energy supplies.
Fluctuations in the costs of these utilities could affect margins in our businesses in which we use them. We cannot always pass on cost increases or increase our prices to offset cost increases immediately or at all, whether because of fixed-price agreements with customers, competitive pressures that restrict our ability to pass on cost increases or increase prices, or other factors. It can be particularly difficult to pass on cost increases or increase prices in product areas such as gas cylinders, where competitors offer similar products made from alternative materials, such as steel, if those materials are not subject to the same cost increases. As a result, a substantial increase in utility costs could have a material adverse effect on our results of operations, financial position and cash flows.
Changes in foreign exchange rates could reduce profit margins on our sales and reduce the reported sales of our non-U.S. operations and have a material adverse effect on our results of operations.
We conduct a large portion of our commercial transactions, purchases of raw materials and sales of goods in various countries and regions, including the U.S., the U.K., continental Europe, Australia and Asia. Our manufacturing operations based in the U.S., continental Europe and Asia usually purchase raw materials and sell goods denominated in their local currency, but our manufacturing operations in the U.K. often purchase raw materials and sell products in different currencies. Changes in the relative values of currencies can decrease the profits of our subsidiaries when they incur costs in currencies that are different from the currencies in which they generate all or part of their revenue. These transaction risks principally arise as a result of purchases of raw materials in U.S. dollars, coupled with sales of products to customers in euros. This impact is most pronounced in our exports to continental Europe from the U.K. In 2018,2022, our U.K. operations sold approximately €61€53 million of goods into the Eurozone.Eurozone. Our policy is to hedge a portion of our net exposure to fluctuations in exchange rates with forward foreign currency exchange contracts. Therefore, we are exposed to market risk and credit risk through the use of derivative financial instruments. Moreover, any failure of hedging policies could negatively impact our profits, and thus damage our ability to fund our operations and to service our indebtedness. Whilst exchange rates have been more stable in 2018 and 2017 than in 2016 (immediately following the E.U. referendum in the U.K.), until the termsExchange rate volatility continues to be experienced against a background of the COVID-19 pandemic and U.K.'s future relationship with the E.U. are known, further exchange rate political uncertainty, and continued volatility is to be expected.
In addition to subsidiaries and joint ventures in the U.S., we have operating subsidiaries located in the U.K., Canada, France, the Czech Republic, China Germany and Australia, as well as a joint venturesventure in Japan, and India, and an associate in Australia,each of whose revenue, costs, assets and liabilities are denominated in local currencies. As our consolidated financial statements are reported in U.S. dollars,dollars, we are exposed to fluctuations in those currencies when those amounts are translated to U.S. dollars for purposes of reporting our consolidated financial statements, which may cause declines in results of operations. The largest risk is from our operations in the U.K., which, in 20182022, generated an operating profit of $13.5$6.4 million and sales revenue of $169.0$176 million. FluctuationsFluctuations in exchange rates, particularly between the U.S. dollar and GBP sterling (which has been subject to significant fluctuations, as described above), can have a material effect on our consolidated income statement and consolidated balance sheet. In 2018,2022, movements in the average U.S. dollar exchange rate had a negative impact impact on net sales of $15.6 million. In 2021 movements in the average U.S. dollar exchange rate had a positive impact on revenuenet sales of $2.5 million, in 2017; movements in the average U.S. dollar exchange rate had a positive impact on revenue of $6.4$9.5 million. Changes in translation exchange rates decreased net assets by $6.4$13.2 million in 2018,2022, compared to a increasedecrease of $11.9$0.8 million in 2017.2021.
These foreign exchange risks could have a material adverse effect on our results of operations, financial position and cash flows. For additional information on these risks, and the historical impact on our results, see ITEM 7A.
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Our defined benefit pension plans historically have had funding deficits, (currently a surplus) and are exposed to market forces that could require us to make increased ongoing cash contributions in response to changes in market conditions, actuarial assumptions and investment decisions These market forces could expose us to significant short-term liabilities if a wind-up trigger occurred in relation to such plans, each of which could have a material adverse impact on our results of operations and financial position.
We have defined benefit pension arrangements in the U.K., and in the U.S. and France,, see ITEM 8, note 12.Note 14. Our largest defined benefit plan, the Luxfer Group Pension Plan, which closed to new members in 1998, remained open for accrual of future benefits based on career-average salary until April 5, 2016. However, following a consultation, it was agreed with the trusteesTrustees and plan members to close the Luxfer Group Pension Plan in the

U.K. to future accrual of benefits, effective from April 5, 2016. Moreover, for the purpose ofwhen increasing pensions in payment,pension benefit payments, it was agreed to use the CPI as the reference index, in place of the RPI where applicable. The Luxfer Group Pension Plan is funded according to the regulations in effect in the U.K. and, as of December 31, 2018,2022, and December 31, 2017,2021, had an accounting deficitsurplus of $31.8$27.0 million and $43.4$13.7 million, respectively. Luxfer Group LimitedThere is no guarantee that the principal employer undersurplus funding position will be maintained and adverse market movements could result in a reversion to a deficit funding position. According to the latest triennial actuarial valuation of the Luxfer Group Pension Plan as of April 5, 2021, the Luxfer Group Pension Plan had a deficit of £12.2 million on a plan-specific basis (reduced from £26.5 million at the previous valuation in April 2018). This valuation was carried out prior to a one-off deficit reduction contribution of £9.6 million made in December 2021. Should a wind-up trigger occur in relation to the Luxfer Group Pension Plan, the buy-out deficit of that plan will become due and otherpayable by the employers. The aggregate deficit of the Luxfer Group Pension Plan on a buy-out basis was estimated at £86 million as of April 5, 2021 (reduced from £145 million in April 2018). The Trustee has the power to wind-up the Luxfer Group Pension Plan if it determines that in the best interests of members, there is no reasonable purpose in continuing the Luxfer Group Pension Plan.
Following the actuarial valuation as of April 5, 2021, we agreed with the Trustee to make a one-off cash contribution in December 2021 of £9.6 million in addition to the £4.1 million annual payment agreed as a result of the previous valuation. While there is an expectation that no further contributions will be required until at least after the next valuation in 2024, there is no guarantee that this will be the case; and no contributions were made during 2022. The Trustee can request additional contributions, and the U.K. subsidiariesPensions Regulator ("TPR") has the power to order further funding in the current three-year window should increasingly stringent regulation require it (see Environmental and regulatory risks: The Pensions Regulator in the U.K. has the power in certain circumstances to issue contribution notices or financial support directions that, if issued, could result in significant liabilities arising for us). We remain legally responsible and committed to ensuring that the Luxfer Group Pension Plan has the funding required to meet its liabilities as they fall due. Future funding requirements will likely be reassessed and revised following the next triennial actuarial valuation in April 2024. Regulatory burdens have also participate underproved to be a significant risk, such as the plan. U.K.'s Pension Protection Fund Levy, which was £0.3 million in 2022.
Our other defined benefit plans are less significant than the Luxfer Group Pension Plan and, as of December 31, 2018,2022, and December 31, 2017,2021, had aggregate accounting deficits of $8.2$4.5 million and $11.9$1.9 million, respectively. The largest of these additional plans is the BA Holdings, Inc. Pension Plan in the U.S., which was closed to further benefit accruals in December 2005, and merged with the much smaller Luxfer Hourly Pension Plan, effective January 1, 2016. AccordingIn September 2021, we commenced an exercise that we expect to the actuarial valuationresult in a buyout of the Luxfer Group Pension Plan as of April 5, 2018, the Luxfer Group Pension Plan had a deficit of £26.5 million on a plan-specific basis. Should a wind-up trigger occurU.S. plan liability. An initial lump sum exercise took place in relation to the Luxfer Group Pension Plan, the buy-out deficit of that plan will become dueDecember 2022, with an annuity purchase and payable by the employers. The aggregate deficit of the Luxfer Group Pension Plan on a buy-out basis was estimated at £145 million as of April 5, 2018. The trustees have the power to wind-up the Luxfer Group Pension Plan if they consider thatfull buyout expected in the best interests of members there is no reasonable purpose in continuing the Luxfer Group Pension Plan.
As a result of the actuarial valuation as of April 5, 2018, we are required to continue to make ongoing cash contributions, over and above normal contributions required to meet the cost of future accrual, to the Luxfer Group Pension Plan. These additional payments are intended to reduce the funding deficit. We have agreed with the trustees to a schedule of annual payments of £4.1 million to reduce the deficit. These contributions are to apply until the deficit is eliminated (which is expected to occur by the end of 2022), but in practice the schedule will be reviewed and may be revised following the next triennial actuarial valuation in April 2021. Regulatory burdens have also proved to be a significant risk, such as the U.K.'s Pension Protection Fund Levy, which was £0.2 million in 2018.early 2023.
We are exposed to various risks related to our defined benefit plans, including the risk of loss of market value of the plan assets, the risk of actual investment returns being less than assumed rates of return, the trusteesTrustees of the Luxfer Group Pension Plan switching investment strategy (which does require consultation with the employer), and the risk of actual experience deviating from actuarial assumptions for such things as mortality of plan participants. In addition, fluctuations in interest rates cause changes in the annual cost and benefit obligations.obligations, and increasingly stringent regulation can further increase the financial burden. Any of these risks could have a material adverse impact on our results of operations, financial position and cash flows.


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Environmental and regulatory risks
The Pensions Regulator in the U.K. has the power in certain circumstances to issue contribution notices or financial support directions that, if issued, could result in significant liabilities arising for us.
The Pensions Regulator may issue a contribution notice to the employers that participate in the Luxfer Group Pension Plan, or any person who is connected with, or is an associate of, these employers where the Pensions Regulator is of the opinion that the relevant person has been a party to an act, or a deliberate failure to act, which had as its main purpose (or one of its main purposes) the avoidance of pension liabilities or where such act has a materially detrimental effect on the likelihood of payment of accrued benefits under the Luxfer Group Pension Plan being received. A person holding alone or together with his or her associates, directly or indirectly, one-third or more of our voting power, could be the subject of a contribution notice. The terms "associate" and "connected person," which are taken from the Insolvency Act 1986, are widely defined and could cover our significant shareholders and others deemed to be shadow directors. If the Pensions Regulator considers that a plan employer is "insufficiently resourced" or a "service company" (which terms have statutory definitions), it may impose a financial support direction requiring such plan's employer or any member of the Group, or any person associated or connected with an employer, to put in place financial support in relation to the Luxfer Group Pension Plan. Liabilities imposed under a contribution notice or financial support direction may be up to the difference between the value of the assets of the Luxfer Group Pension Plan and the cost of buying out the benefits of members and other beneficiaries of the Luxfer Group Pension Plan. The Pension Schemes Act 2021 further strengthened regulation in this area and includes new criminal and civil penalties for breaches in pensions law (including unlimited fines) and new notifiable events that apply to certain corporate transactions which have the potential to adversely affect the security of the pension plan and therefore increase the likelihood of a contribution notice. In practice, the risk of a contribution notice being imposed may restrict our ability to restructure or undertake certain corporate activities. Additional security may also need to be provided to the trusteesTrustee of the Luxfer Group Pension Plan before certain corporate activities can be undertaken (such as the payment of an unusual dividend), and any additional funding of the Luxfer Group Pension Plan may have a material adverse effect on our financial position and cash flows.

Our operations may prove harmful to the environment resulting in reputational damage and clean-up or other related costs.

We are exposed to substantial environmental costs and liabilities, including liabilities associated with divested assets and prior activities performed on sites before we acquired an interest in them. Our operations, including the production and delivery of our products, are subject to a broad range of continually changing environmental laws and regulations in each of the jurisdictions in which we operate. These laws and regulations increasingly impose more stringent environmental protection standards on us with respect to, among other things, air emissions, wastewater discharges, the use and handling of hazardous materials, noise levels, waste disposal practices, soil and groundwater contamination and environmental clean-up. Complying with these regulations involves significant and recurring costs.

We cannot predict our future environmental liabilities and cannot assure investors that our management is aware of every fact or circumstance regarding potential liabilities, or that the amounts provided and budgeted to address such liabilities will be adequate for all purposes. In addition, future developments, such as changes in regulations, laws or environmental conditions, may result in reputational damage or increase environmental costs and liabilities that could have a material adverse effect on our results of operations, financial position and cash flows.

The health and safety of our employees and the safe operation of our business is subject to various health and safety regulations in each of the jurisdictions in which we operate. These regulations impose various obligations on us, including the provision of safe working environments and employee training on health and safety matters. Complying with these regulations involves recurring costs.
Certain of our operations are highly regulated by different agencies that require products to comply with their rules and procedures and can subject our operations to penalties or adversely affect production.
Certain of our operations are in highly regulated industries that require us to maintain regulatory approvals and, from time to time, obtain new regulatory approvals from various countries. This can involve substantial time and expense. In turn, higher costs of compliance reduce our cash flows from operations. For example, manufacturers of gas cylinders throughout the world must comply with high local safety and health standards and obtain regulatory approvals in the markets in which they sell their products. Furthermore, military organizations require us to comply with applicable government regulations and specifications when providing products or services to them directly or as subcontractors. In addition, we are required to comply with U.S. and other export regulations with respect to certain products and materials. The E.U. has also passed legislation governing the registration, evaluation and authorization of chemicals, known as REACH, pursuant to which we are required to register
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chemicals and gain authorization for the use of certain substances. Following the U.K.’s withdrawal from the E.U. and the subsequent transition period, the E.U. REACH Regulation has been brought into U.K. law, and REACH, and related legislation, have therefore been replicated in the U.K. In the U.S., there is similar legislation under the Toxic Substance Control Act 1976 ("TSCA") which was substantially amended in 2016. Although we make reasonable efforts to obtain all licenses and certifications that are required by countries in which we operate, there is always a risk that we may be found not to comply with certain required procedures. This risk grows with increased complexity and variance in regulations across the globe. As regulatory schemes vary by country, we may also be subject to regulations of which we are not presently aware and could be subject to sanctions by a foreign government that could materially and adversely affect our operations in the relevant country.
Governments and their agencies have considerable discretion to determine whether regulations have been satisfied. They may also revoke or limit existing licenses and certifications or change the laws and regulations to which we are subject at any time. If our operations fail to obtain, experience delays in obtaining or lose a needed certification or approval, we may not be able to sell our products to our customers, expand into new geographic markets or expand into new product lines. In addition, new or more stringent regulations, if imposed, could result in us incurring significant costs in connection with compliance. Non-compliance with these regulations could result in administrative, civil, financial, criminal or other sanctions against us, which could have negative consequences on our business and financial position. Furthermore, if we begin to operate in new countries, we may need to obtain new licenses, certifications and approvals.
Our customers are also often subject to similar regulations and risks. We therefore face the risk that our customers may have the demand for their products reduced as a result of regulatory matters that fall outside our direct control. This would in turn reduce demand for our products and have a negative financial impact on our operating results.
Any of these factors could have a material adverse impact on our results of operations, financial position and cash flows.
We are subject to legislation and regulations to reduce carbon dioxide and other greenhouse gas emissions.
Although we are working to improve our energy efficiency, our manufacturing processes and the manufacturing processes of many of our suppliers and customers are still energy-intensive and use or generate, directly or indirectly, greenhouse gases ("GHGs"). In recent years, current regulatory programs impacting GHG emissions from large industrial plants and other sources include the E.U. Emissions Trading Scheme, the CRC Energy Efficiency Scheme in the U.K. and certain federal and state programs in the U.S., including GHG reporting and permitting rules issued by the U.S.E.P.A and the California Cap and Trade Program.
Moreover, in December 2015, 195 countries participating in the United Nations Framework Convention on Climate Change, at its 21st Conference of the Parties meeting held in Paris, adopted a new global agreement on the reduction of climate change (the "Paris Agreement"). The Paris Agreement set a goal of holding the increase in global average temperature to well below 2 degrees Celsius and pursuing efforts to limit the increase to 1.5 degrees Celsius, to be achieved by commitments by the participating countries to set emissions reduction targets, referred to as "nationally determined contributions." The Paris Agreement came into effect on November 4, 2016, after it was ratified the previous month, with implementation efforts beginning from 2018 with reassessment every five years.
In November 2021, 197 countries joined together at the 26th Conference "COP26" in Glasgow, U.K., resulting in the Glasgow Climate Pact, which contains all necessary guidelines for fully implementing the Paris Agreement. The package of decisions within the Pact consists of a range of agreed items, including strengthened efforts to build resilience to climate change, to curb greenhouse gas emissions and to provide the necessary finance for both. Nations collectively agreed to work to reduce the gap between existing emission reduction plans and what is required to reduce emissions, so that the rise in the global average temperature can be limited to 1.5 degrees Celsius.
Increased costs of compliance with climate change regulations and the potential impact on energy costs could have a material adverse effect on our results of operations, financial position and cash flows.

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Due to the nature and use of the products that we manufacture, we may in the future face large liability claims.
We are subject to litigation in the ordinary course of our business, which could be costly to us and which may arise in the future. We are exposed to possible claims for personal injury, death or property damage, which could result from a failure of a product manufactured by us or of a product integrating one of our products. For example, improperly manufactured gas cylinders could explode at high pressure, which can cause substantial personal and property damage. This risk may be increased through the use of new technologies, materials and innovations. We also supply many components into aerospace applications in which the potential for significant liability exposures necessitates additional insurance costs.
Many factors beyond our control could lead to liability claims, including:
•the failure of a product manufactured by a third party that incorporated components manufactured by us;
•the reliability and skills of persons using our products or the products of our customers; and
•the use by customers of materials or products that we produced for applications for which the material or product was not designed.
If we cannot successfully defend ourselves against claims, we may incur substantial liabilities. Even successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result in:
•decreased demand for our products;
•reputational injury;
•initiation of investigation by regulators;
•costs to defend related litigation;
•diversion of management time and resources;
•compensatory damages and fines;
•product recalls, withdrawals or labeling, marketing or promotional restrictions;
•loss of revenue;
•exhaustion of any available insurance and our capital resources; and
•a decline in our stock price.
We could be required to pay a material amount if a claim is made against us that is not covered by insurance or otherwise subject to indemnification or that exceeds the insurance coverage that we maintain. Moreover, we do not currently carry insurance to cover the expense of product recalls, and litigation involving significant product recalls or product liability could have a material adverse effect on our results of operations, financial position and cash flows.
We are exposed to risks related to cybersecurity threats and general information security incidents which may also expose us to liability under data protection laws, including the GDPR.
In the conduct of our business, we increasingly collect, use, transmit and store data on information technology systems. This data includes confidential information belonging to us, our customers and other business partners, as well as personally identifiable information of individuals, including our employees. Like other global companies, we have experienced, and expect to continue to be subject to, cybersecurity threats and incidents, ranging from employee error or misuse, individual attempts to gain unauthorized access to information technology systems, and to sophisticated and targeted measures known as advanced persistent threats, none of which have been material to the Company to date.
Although we devote significant resources to network security, data encryption and other measures to protect our information technology systems and data from unauthorized access or misuse, including those measures necessary to meet certain information security standards that may be required by our customers, there can be no assurance that these measures will be successful in preventing a cybersecurity or general information security incident. We also rely in part on the reliability of certain tested third parties' cybersecurity measures, including firewalls, virus solutions and backup solutions, and our business may be affected if these third-party resources are compromised.
Cybersecurity incidents may result in business disruption, the misappropriation, corruption or loss of confidential information (including personally identifiable information) and critical data (ours or that of third parties), reputational damage, litigation with third parties, regulatory fines, diminution in the value of our investment in research and development and data privacy issues and increased information security protection and remediation costs. As these cybersecurity threats, and government and regulatory oversight of associated risks,
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continue to evolve, we may be required to expend additional resources to remediate, enhance or expand upon the cybersecurity protection and security measures we currently maintain. For example, we are subject to the European Union’s General Data Protection Regulation ("GDPR"), which became enforceable from May 25, 2018, and, following the U.K.'s exit from the E.U. on January 31, 2020, our U.K. based businesses are subject to U.K.-GDPR, which enshrines equivalent requirements in U.K. law. The GDPR introduced a number of new obligations for subject companies, resulting in the need to continue dedicating financial resources and management time to GDPR compliance. Among other things, the GDPR places subject companies under obligations relating to the security of the personally identifiable information they process. While we have taken steps to ensure compliance with the GDPR, there can be no assurance that the measures we have taken will be successful in preventing an incident, including a cybersecurity incident or other data breach, which results in a breach of the GDPR. Fines for non-compliance with the GDPR may be levied up to a maximum of €20,000,000 or 4% of the subject company’s annual, group-wide turnover (whichever is higher). Individuals who have suffered damage as a result of a subject company’s non-compliance with the GDPR also have the right to seek compensation from such a company.
Future cybersecurity breaches, general information security incidents, further increases in data protection costs or failure to comply with relevant legal obligations regarding protection of data could therefore have a material adverse effect on our results of operations, financial position and cash flows.
We could incur future liability claims arising from previous businesses now closed or sold.
We have sold or closed a number of businesses over the years, but the products or services provided when the businesses were open and under our ownership could still result in potential liabilities, which could have a material adverse effect on our operations, financial position and cash flows.

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Risks associated to new and existing products
Our ability to remain profitable depends on our ability to protect and enforce our intellectual property, and any failure to protect and enforce such intellectual property could have a material adverse impact on our results of operations and financial position.
We cannot ensure that we will always have the ability to protect proprietary information and our intellectual property rights. We protect our intellectual property rights (within the U.S., Europe and other countries) through various means, including patents and trade secrets. Due to the difference in foreign trademark, patent and other laws concerning proprietary rights, our intellectual property rights may not receive the same degree of protection in other countries as they would in the U.S. or the U.K. The patents we own could be challenged, invalidated or circumvented by others and may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. Further, competitors may infringe our patents and the costs of protecting our patents could be significant. We cannot assure you that we will have adequate resources to enforce our patents. Our patents will only be protected for the duration of the patent. Some of our older key patents have expired, and others will expire over the next few years. As a result, our competitors may introduce products using the technology previously protected, and these products may have lower prices than our products, which may negatively affect our market share. To compete, we may need to reduce our prices for those products. Additionally, the expiry of certain of those patents has reduced, or will reduce, barriers to entry to possible competitors for certain products and end-markets. With respect to our unpatented proprietary technology, it is possible that others will independently develop the same or similar technology or obtain access to our unpatented technology. To protect our trade secrets and other proprietary information, we require employees, consultants, advisors and collaborators to enter into confidentiality agreements. Nevertheless, we cannot assure you that these agreements will provide meaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriation or disclosure of such trade secrets, know-how or other proprietary information. We rely on our trademarks, trade names and brand names to distinguish our products from the products of our competitors, and we have registered or applied to register many of these trademarks. Third parties may also oppose our trademark applications, or otherwise challenge our use of the trademarks. In the event that our trademarks are successfully challenged, we could be forced to rebrand our products, which could result in loss of brand recognition and could require us to devote resources to advertising and marketing new brands. Further, we cannot assure you that competitors will not infringe our trademarks or that we will have adequate resources to enforce our trademarks.
Any failure to maintain, protect and enforce our intellectual property or the expiry of patent protection could have a material adverse impact on our results of operations, financial position and cash flows.
Expiration or termination of our right to use certain intellectual property granted by third parties, the right of those third parties to grant the right to use the same intellectual property to our competitors, and the right of certain third parties to use certain intellectual property used as part of our business, could have a material adverse impact on our results of operations, financial position and cash flows.
We have negotiated, and may from time to time in the future negotiate, licenses with third parties with respect to third party proprietary technologies used in certain of our manufacturing processes and products. If any of these licenses expire or terminate, we will no longer retain the rights to use the relevant third party proprietary technologies in our manufacturing processes and products, which could have a material adverse effect on our results of operations, financial position and cash flows. Further, the rights granted to us might be non-exclusive, which could result in our competitors gaining access to the same intellectual property.
Some of our patents may cover inventions that were conceived or first reduced to practice under, or in connection with, government contracts or other government funding agreements or grants. With respect to inventions conceived or first reduced to practice under such government funding agreements, a government may retain a non-exclusive, irrevocable, royalty-free license to practice, or have practiced for or on behalf of the relevant country, the invention throughout the world. In addition, if we fail to comply with our reporting obligations, or to adequately exploit the developed intellectual property under these government funding agreements, the relevant country may obtain additional rights to the developed intellectual property, including the right to take title to any patents related to government funded inventions or to license the same to our competitors. Furthermore, our ability to exclusively license or assign the intellectual property developed under these government funding agreements to third parties may be limited or subject to the relevant government's approval or oversight. These limitations could have a significant impact on the commercial value of the developed intellectual property.
We often enter into research and development agreements with academic institutions whereby they generally retain certain rights to the developed intellectual property. The academic institutions generally retain rights over the technology for use in non-commercial academic and research fields, including in some cases the right to license the technology to third parties for use in those fields. It is difficult to monitor and enforce such non-commercial academic and research uses, and we cannot predict whether the third party licensees would comply

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with the use restrictions of these licenses. We could incur substantial expenses to enforce our rights against such licensees. In addition, even though the rights that academic institutions obtain are generally limited to the non-commercial academic and research fields, they may obtain rights to commercially exploit developed intellectual property in certain instances. Under research and development agreements with academic institutions, our rights to intellectual property developed thereunder are not always certain, but instead may be in the form of an option to obtain license rights to such intellectual property. If we fail to exercise our option rights in a timely way and / or we are unable to negotiate a license agreement, the academic institution may offer a license to the developed intellectual property to third parties for commercial purposes. Any such commercial exploitation could adversely affect our competitive position and have a material adverse effect on our business.
If third parties claim that intellectual property used by us infringes upon their intellectual property, our operating profits could be adversely affected.
We may, from time to time, be notified of claims that we are infringing upon patents, copyrights, or other intellectual property rights owned by third parties, and we cannot provide assurances that other companies will not in the future pursue such infringement claims against us or any third party proprietary technologies we have licensed. If we were found to infringe upon a patent or other intellectual property right, or if we failed to obtain or renew a license under a patent or other intellectual property right from a third party, or if a third party from whom we are licensing technologies was found to infringe upon a patent or other intellectual property rights of another third party, we may be required to pay damages, suspend the manufacture of certain products or re-engineer or rebrand our products, if feasible, or we may be unable to enter certain new product markets. Any such claims could also be expensive and time consuming to defend and could divert management's attention and resources. In addition, if we have omitted to enter into a valid non-disclosure or assignment agreement for any reason, we may not own the invention or our intellectual property and may not be adequately protected. Our competitive position could suffer as a result of any of these events and have a material adverse impact on our results of operations, financial position and cash flows.
Any failure of our research and development activity to improve our existing products and develop new products could cause us to lose market share.
Our products are highly technical in nature, and in order to maintain and improve our market position, we depend on successful research and development activity to continue to improve our existing products and develop new products. We cannot be certain that we will have sufficient research and development capability to respond to changes in the industries in which we operate. These changes could include changes in the technological environment in which we currently operate, increased demand for new products or the development of alternatives to our products. For example, the development of lighter weight steel alloys has made the use of steel in gas cylinders a more competitive alternative to aluminum than it had been previously. In addition, our superformed aluminum components compete with new high-performance composite materials developed for use in the aerospace industry. In our efforts to develop and market new products and enhancements to our existing products, we may fail to identify new product opportunities or timely bring new products to market. We may also experience delays in completing development of, enhancements to or new versions of our products, and product innovations may not achieve the market penetration or price stability necessary for profitability. In addition to benefiting from our research collaboration with universities, we spent $6.4$4.9 million, $7.8$3.9 million and $7.6$3.3 million in 2018, 20172022, 2021 and 20162020, respectively, on our own research and development activities. We expect to fund our future research and development expenditure requirements through operating cash flows and restricted levels of indebtedness, but if operating profit decreases, we may not be able to invest in research and development or continue to develop new products or enhancements.
Without the timely introduction of new products or enhancements to existing products, our products could become obsolete over time, in which case our results of operations, financial position and cash flows could be adversely affected.
SomeIncreased climate control regulation could negatively impact sales of our key operational equipment is relatively old and may require significant capital expenditures for repair or replacement.products.
We incur considerable expense on maintenance, including preventative maintenance and repairs. Higher levels of maintenance and repair costs could result from the need to maintain our older plants, property and equipment, and machinery breakdowns could resultAs previously mentioned, in interruptions to the business, causing lost production time and reduced output. Machinery breakdowns or equipment failures may hamper or cause delaysNovember 2021, 197 countries joined together at COP26 in Glasgow, U.K., resulting in the productionGlasgow Climate Pact (see Environmental and delivery ofRegulatory risks: We are subject to legislation and regulations to reduce carbon dioxide and other greenhouse gas emissions). Participants at COP26 made specific industrial commitments in order to contribute to overall climate goals. For example, the automotive sector will be required to ensure that all new car sales are to become net-zero by 2040 and in core markets by 2035. This will ultimately curtail demand for products linked to internal combustion engine vehicles, such as our customerszirconium automotive catalysis products.
While climate change regulation presents opportunities for Luxfer to develop new product lines and increase our operating costs, thus reducing cash flows from operations. In particular, the breakdownsales of some of our older equipment,climate-friendly products such as alternative fuel hydrogen cylinders and lightweight magnesium alloys, the large hot-rolling mill atimpact on our Madison, Illinois plant, could be difficult to repair and would be very costly should it need to be replaced. Any failure to deliver products to our customers in a timely manner could adversely affect our customer relationships and reputation. Any failure to implement required investments, due to the need to divert funds to repair existing

physical infrastructure, service debt obligations, unanticipated liquidity constraints or other factors, product portfolio could have a material adverse effect on our results of operations, financial position and cash flows.
Our operations may prove harmful to the environment resulting in reputational damage and clean-up or other related costs.
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Operational Risks
We are exposed to substantial environmental costs and liabilities, including liabilities associated with divested assets and prior activities performed on sites before we acquired an interest in them. Our operations, including the production and delivery of our products, are subject to a broad range of continually changing environmental laws and regulations in each of the jurisdictions in which we operate. These laws and regulations increasingly impose more stringent environmental protection standards on us with respect to, among other things, air emissions, wastewater discharges, the use and handling of hazardous materials, noise levels, waste disposal practices, soil and groundwater contamination and environmental clean-up. Complying with these regulations involves significant and recurring costs.
We cannot predict our future environmental liabilities and cannot assure investors that our management is aware of every fact or circumstance regarding potential liabilities, or that the amounts provided and budgeted to address such liabilities will be adequate for all purposes. In addition, future developments, such as changes in regulations, laws or environmental conditions, may result in reputational damage or increase environmental costs and liabilities that could have a material adverse effect on our results of operations, financial position and cash flows.
The health and safety of our employees and the safe operation of our business is subject to various health and safety regulations in each of the jurisdictions in which we operate. These regulations impose various obligations on us, including the provision of safe working environments and employee training on health and safety matters. Complying with these regulations involves recurring costs.
Certain of our operations are highly regulated by different agencies that require products to comply with their rules and procedures and can subject our operations to penalties or adversely affect production.
Certain of our operations are in highly regulated industries that require us to maintain regulatory approvals and, from time to time, obtain new regulatory approvals from various countries. This can involve substantial time and expense. In turn, higher costs of compliance reduce our cash flows from operations. For example, manufacturers of gas cylinders throughout the world must comply with high local safety and health standards and obtain regulatory approvals in the markets in which they sell their products. Furthermore, military organizations require us to comply with applicable government regulations and specifications when providing products or services to them directly or as subcontractors. In addition, we are required to comply with U.S. and other export regulations with respect to certain products and materials. The E.U. has also passed legislation governing the registration, evaluation and authorization of chemicals, known as REACH, pursuant to which we are required to register chemicals and gain authorization for the use of certain substances. In the U.S. there is similar legislation under the Toxic Substance Control Act 1976 ("TSCA") which was substantially amended in 2016. Although we make reasonable efforts to obtain all licenses and certifications that are required by countries in which we operate, there is always a risk that we may be found not to comply with certain required procedures. This risk grows with increased complexity and variance in regulations across the globe. As regulatory schemes vary by country, we may also be subject to regulations of which we are not presently aware and could be subject to sanctions by a foreign government that could materially and adversely affect our operations in the relevant country.
Governments and their agencies have considerable discretion to determine whether regulations have been satisfied. They may also revoke or limit existing licenses and certifications or change the laws and regulations to which we are subject at any time. If our operations fail to obtain, experience delays in obtaining or lose a needed certification or approval, we may not be able to sellconsummate, finance or successfully integrate future acquisitions into our products tobusiness, which could hinder our customers, expand into new geographic marketsstrategy or expand into new product lines. In addition, new or more stringent regulations, if imposed, could result in us incurring significant costsunanticipated expenses, losses or charges.
As part of our strategy, we have supplemented and may continue to supplement organic growth by acquiring companies or operations engaged in connectionsimilar or complementary businesses. If the consummation of future acquisitions, together with compliance. Non-compliance with these regulationsintegration of acquired companies and businesses, excessively diverts management's attention from the operations of our existing businesses, operating results could result in administrative, civil, financial, criminalsuffer. Any acquisition made could be subject to a number of risks, including:
•failing to discover liabilities of the acquired company or other sanctions against us,business for which could have negative consequences on our business and financial position. Furthermore, if we begin to operate in new countries, we may need to obtain new licenses, certificationsbe responsible as a successor owner or operator, including litigation or environmental costs and approvals.liabilities;
Our•difficulties associated with the assimilation of operations and personnel of the acquired company or business, creating uncertainty for employees, customers are also often subject to similar regulations and risks. We therefore face the risk that our customers may have the demand for their products reducedsuppliers;
•increased debt service requirements as a result of regulatory matters that fall outside our direct control. This wouldincreased indebtedness to complete acquisitions;
•the loss of key personnel in turn reduce demand for our products and have the acquired company or business;
•a negative financial impacteffect on our operating results.financial results resulting from an impairment of acquired intangible assets, the creation of provisions, or write downs; and / or
Any•potential adverse effects on our stock price and dividend amount due to the issuance of these factorsadditional stock.
We cannot ensure that every acquisition will ultimately provide the benefits originally anticipated, which could ultimately have a material adverse impact on our results of operations, financial position and cash flows.

We are subjectOur failure to legislation and regulations to reduce carbon dioxide and other greenhouse gas emissions.
Although we are working to improve our energy efficiency, our manufacturing processes and the manufacturing processes of many of our suppliers and customers are still energy-intensive and useperform under purchase or generate, directly or indirectly, greenhouse gases ("GHGs"). Political and scientific debates related to the effects of emissions of carbon dioxide and other greenhouse gases on the global climate are ongoing. In recent years, current regulatory programs impacting GHG emissions from large industrial plants and other sources include the E.U. Emissions Trading Scheme, the CRC Energy Efficiency Schemesale contracts could result in the U.K. and certain federal and state programs in the U.S., including GHG reporting and permitting rules issued by the U.S.E.P.A and the California Cap and Trade Program. Moreover, in December 2015, 195 countries participating in the United Nations Framework Convention on Climate Change, at its 21st Conferencepayment of the Parties meeting held in Paris, adoptedpenalties to customers or suppliers, which could have a new global agreement on the reduction of climate change (the "Paris Agreement"). The Paris Agreement sets a goal of holding the increase in global average temperature to well below 2 degrees Celsius and pursuing efforts to limit the increase to 1.5 degrees Celsius, to be achieved by commitments by the participating countries to set emissions reduction targets, referred to as "nationally determined contributions." The Paris Agreement came into effect on November 4, 2016, after it was ratified the previous month, with the intent that emissions reductions will occur beginning in 2020 or sooner. As it is implemented, the Paris Agreement is anticipated to result in more stringent requirements relating to greenhouse gas emissions. Due to the costs of compliance and the potentialnegative impact on our energy costs, these programsresults of operations, financial position or cash flows.
A failure to perform under purchase or sale contracts could result in the payment of penalties to suppliers and additional future legislation and regulations aimed at reducing GHG emissions/ or customers, which could have a negative impact on our results of operations, financial position or cash flows. Certain contracts with suppliers could obligate us to purchase a minimum product volume (clauses known as "take or pay"), and contracts with customers may impose firm commitments for the delivery of certain quantities of products within certain time periods. The risk of incurring liability under a take or pay supply contract would increase during an economic crisis, which in turn would increase the likelihood of a sharp drop in demand for our products, resulting in a potential material adverse effect on our results of operations, financial position and cash flows.
Due to the nature and use of the products that we manufacture, we may in the future face large liability claims.
We are subject to litigation in the ordinary course of our business, which could be costly to us and which may arise in the future. We are exposed to possible claims for personal injury, death or property damage, which could result from a failure of a product manufactured by us or of a product integrating one of our products. For example, improperly manufactured gas cylinders could explode at high pressure, which can cause substantial personal and property damage. This risk may be increased through the use of new technologies, materials and innovations. We also supply many components into aerospace applications in which the potential for significant liability exposures necessitates additional insurance costs.
Many factors beyond our control could lead to liability claims, including:
the failure of a product manufactured by a third party that incorporated components manufactured by us;
the reliability and skills of persons using our products or the products of our customers; and
the use by customers of materials or products that we produced for applications for which the material or product was not designed.
If we cannot successfully defend ourselves against claims, we may incur substantial liabilities. Even successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result in:
decreased demand for our products;
reputational injury;
initiation of investigation by regulators;
costs to defend related litigation;
diversion of management time and resources;
compensatory damages and fines;
product recalls, withdrawals or labeling, marketing or promotional restrictions;
loss of revenue;
exhaustion of any available insurance and our capital resources; and
a decline in our stock price.
We could be required to pay a material amount if a claim is made against us that is not covered by insurance or otherwise subject to indemnification or that exceeds the insurance coverage that we maintain. Moreover, we do not currently carry insurance to cover the expense of product recalls, and litigation involving significant product recalls or product liability could have a material adverse effect on our results of operations, financial position and cash flows.

Our businesses could suffer if we lose certain employees or cannot attract and retain qualified employees.
We rely upon a number of key executives and employees, particularly members of the Executive Leadership Team. If these and certain other employees ceased to work for us, we would lose valuable expertise and industry experience and could become less profitable. We do not carry "key-man"key person insurance covering the loss of any of our executives or employees.
In addition, future operating results depend in part upon our ability to attract and retain qualified engineering and technical personnel. As a result of intense competition for talent in the market, we cannot ensure that we will be able to continue to attract and retain such personnel. While our key employees are generally subject to non-competition agreements for a limited period of time following the end of their employment, if we were to lose the services of key executives or employees, it could adversely impact our ability to maintain our technological position, and / or have a material adverse effect on our results of operations, financial position and cash flows.

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We could suffer a material interruption in our operations as a result of unforeseen events or operating hazards.hazards, including severe weather events linked to climate change.
Our production facilities are located in a number of different locations around the world. Any of our facilities could suffer an interruption in production, either at separate times or at the same time, because of various and unavoidable occurrences, such asoccurrences. These include severe weather events that may become more frequent or extreme due to the effects of climate change (for example, hurricanes and floods), or other adverse events such as earthquakes, casualty events (for example, explosions, fires or material equipment breakdowns), acts of terrorism, pandemic disease, labor disruptions or other events (for example, required maintenance shutdowns). For example,instance, our operations in California are subject to risks related to earthquakes. Further disruption occurred during 2015 at our Riverside, California, facility when an electrical arc caused damage to electrical equipment which triggered a power outage at the facility. In addition, some of our products are highly flammable, and there is a risk of fire inherent in their production process. Such hazards could cause personal injury or death, serious damage to, or destruction of, property and equipment, suspension of operations, substantial damage to the environment and / or reputational harm. The risk is particularly high in the production and handling of ultra-fine magnesium powders, which are highly flammable and potentially explosive in certain situations.situations or if mishandled. Similar disruptions in the operations of our suppliers and / or customers could materially affect our business and operations. Although we carry certain levels of business interruption insurance, the coverage on certain catastrophic events or natural disasters, a failure of energy supplies and certain other events, is limited, and it is possible that the occurrence of such events may have a significant adverse impact on our results of operations, financial position and cash flows.
We are exposed to risks related to cybersecurity threats and general information security incidents which may also expose us to liability under data protection laws including the GDPR.
In the conduct of our business, we increasingly collect, use, transmit and store data on information technology systems. This data includes confidential information belonging to us, our customers and other business partners, as well as personally identifiable information of individuals, including our employees. Like other global companies, we have experienced, and expect to continue to be subject to, cybersecurity threats and incidents, ranging from employee error or misuse to individual attempts to gain unauthorized access to information technology systems, to sophisticated and targeted measures known as advanced persistent threats, none of which have been material to the Group to date.
Although we devote significant resources to network security, data encryption and other measures to protect our information technology systems and data from unauthorized access or misuse, including those measures necessary to meet certain information security standards that may be required by our customers, there can be no assurance that these measures will be successful in preventing a cybersecurity or general information security incident. We also rely in part on the reliability of certain tested third parties' cybersecurity measures, including firewalls, virus solutions and backup solutions, and our business may be affected if these third-party resources are compromised.
Cybersecurity incidents may result in business disruption, the misappropriation, corruption or loss of confidential information (including personally identifiable information) and critical data (ours or that of third parties), reputational damage, litigation with third parties, regulatory fines, diminution in the value of our investment in research and development and data privacy issues and increased information security protection and remediation costs. As these cybersecurity threats, and government and regulatory oversight of associated risks continue to evolve, we may be required to expend additional resources to remediate, enhance or expand upon the cybersecurity protection and security measures we currently maintain. For example, we are subject to the European Union’s General Data Protection Regulation ("GDPR"), which became enforceable from May 25, 2018. The GDPR introduced a number of new obligations for subject companies resulting in the need to continue dedicating financial resources and management time to GDPR compliance. Among other things, the GDPR places subject companies under obligations relating to the security of the personally identifiable information they

process; while we have taken steps to ensure compliance with the GDPR, there can be no assurance that the measures we have taken will be successful in preventing an incident, including a cybersecurity incident or other data breach, which results in a breach of the GDPR. Fines for non-compliance with the GDPR may be levied by supervisory authorities in the European Union up to a maximum of €20,000,000 or 4% of the subject company’s annual, group-wide turnover (whichever is higher). Individuals who have suffered damage as a result of a subject company’s non-compliance with the GDPR also have the right to seek compensation from such a company.
Future cybersecurity breaches, general information security incidents, further increases in data protection costs or failure to comply with relevant legal obligations regarding protection of data could therefore have a material adverse effect on our results of operations, financial position and cash flows.
Employee strikes and other labor-related disruptions may adversely affect our operations.
Several of our production facilities depend on employees who are members of various trade union organizations. Strikes by, or labor disputes with, our employees may adversely affect our ability to conduct business. For example, on November 26, 2018, we announced a consultation process which proposes to close our Luxfer Gas Cylinders production facility in Gerzat, France, in 2019. There is therefore an increased risk of disruption to operations as negotiations with the workforce progress.
We cannot assure you that there will not be any strike, lock-out or material labor dispute in the future. Work interruptions or stoppages could have a material adverse effect on our results of operations, financial position and cash flows.
We could incur future liability claims arising from previous businesses now closed or sold.
We have sold or closed a number of businesses over the years, but the products or services provided when the businesses were open and under our ownership could still result in potential liabilities which could have a material adverse effect on our operations, financial position and cash flows.
As a holding company, Luxfer Holdings PLC's main source of cash is distributions from our operating subsidiaries.
Our ultimate parent company, Luxfer Holdings PLC, conducts all of its operations through the subsidiaries of Luxfer Group.its subsidiaries. Accordingly, its main cash source is dividends from these subsidiaries. The ability of each subsidiary to make distributions depends on the funds that a subsidiary receives from its operations in excess of the funds necessary for its operations, obligations or other business plans. Since Luxfer Groupthe subsidiaries are wholly-owned, claims of Luxfer Holdings PLC will generally rank junior to all other obligations of the subsidiaries. If Luxfer GroupLuxfer's operating subsidiaries are unable to make distributions, Luxfer Group'sLuxfer's growth may slow, unless we are able to obtain additional debt or equity financing. In the event of a subsidiary's liquidation, there may not be assets sufficient for us to recoup our investment in the subsidiary.
Our failure to perform under purchase or sale contracts could result in the payment of penalties to customers or suppliers, which could have a negative impact on our results of operations, financial position or cash flows.
A failure to perform under purchase or sale contracts could result in the payment of penalties to suppliers and / or customers, which could have a negative impact on our results of operations, financial position or cash flows. Certain contracts with suppliers could also obligate us to purchase a minimum product volume (clauses known as "take or pay") or contracts with customers may impose firm commitments for the delivery of certain quantities of products within certain time periods. The risk of incurring liability under a take or pay supply contract would increase during an economic crisis, which in turn would increase the likelihood of a sharp drop in demand for our products, which could have a material adverse effect on our results of operations, financial position and cash flows.
We could be adversely affected by violations of the U.K. Bribery Act, the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws.
The U.K. Bribery Act, the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws generally prohibit companies and their intermediaries from making or receiving improper payments to, or from, government officials or, third parties, for the purpose of obtaining or retaining business. Failing to prevent bribery is also an offense under the U.K. Bribery Act. Our policies mandate compliance with these laws. Despite our compliance program, we cannot assure you that our internal control policies and procedures will always protect us from reckless, negligent or improper acts committed by our employees or agents. The costs of violations of these laws or allegations of such violations could have a material adverse effect on our results of operations, financial position and cash flows.


We have a significant amountlevel of indebtedness which mayhas reduced over time, but could adversely affect our cash flows and our ability to operate our business, remain in compliance with debt covenants, make payments on our indebtedness, pay dividends and respond to changes in our business or take certain actions.
As of December 31, 2018,2022, we had $75.0$50.0 million of indebtedness under our senior notes (the "Loan Notes") divided into two equal tranches of $25.0 million $25.0 million and $25.0 million due 2021,in 2023 and 2026, respectively. There was also a nil$31.9 million balance on the revolving credit facility ("RCF") and a bank overdraft of $3.5 million as of December 31, 2018.2022.
Our indebtedness could have important consequences. For example, it could make it more difficult for us to satisfy obligations with respect to indebtedness, and any failure to comply with the obligations of any of our debt instruments, including financial and other restrictive covenants, could result in an event of default under agreements governing our indebtedness. Further, our indebtedness could require us to dedicate a substantial portion of available cash flows to pay principal and interest on our outstanding debt, which would reduce the funds available for working capital, capital expenditures, dividends, acquisitions and other general corporate purposes. Our indebtedness could also limit our ability to operate our business, including the ability to engage in strategic transactions or implement business strategies. Factors related to our indebtedness could materially and adversely affect our business and our results of operations. Furthermore, our interest expense could increase if interest rates rise, because certain portions of our debt facilities bear interest at floating rates. If we do not have sufficient cash flows to service our debt, we may be required to refinance all or part of our existing debt, sell assets, incur further indebtedness or sell securities, none of which we can guarantee we will be able to do.

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In addition, the agreements that govern the terms of our indebtedness contain, and any future indebtedness would likely contain, a number of restrictive covenants imposing significant operating and financial restrictions on us, including restrictions that may limit our ability to engage in acts that may be in our long-term best interests, including:
•incurring or guaranteeing additional indebtedness;
•capital expenditures;
•paying dividends (including to fund cash interest payments at different entity levels) or making redemptions, repurchases or distributions with respect to ordinary shares or capital stock;
•creating or incurring certain security interests;
•making certain loans or investments;
•engaging in mergers, acquisitions, investment in joint ventures, amalgamations, asset sales and sale and leaseback transactions; and
•engaging in transactions with affiliates.
These restrictive covenants are subject to a number of qualifications and exceptions. The operating and financial restrictions and covenants in our existing debt agreements and any future financing agreements may adversely affect our ability to finance future operations or capital needs or to engage in other business activities.
We may be able to incur significant additional indebtedness in the future. Although the agreements governing our indebtedness contain restrictions on the incurrence of certain additional indebtedness, these restrictions are subject to a number of important qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial. If we incur new indebtedness, the related risks, including those described above, could intensify.
Any of these factors could have a material adverse impact on our results of operations, financial position and cash flows.



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Risks Related to Our Shares
Certain factors beyond our control may affect the market price of our ordinary shares.
Certain factors, some of which are beyond our control, may have a material effect on the market price of our ordinary shares, including:
fluctuations in our results of operations;
negative publicity;
changes in stock market analyst recommendations regarding our company, sectors in which we operate, the securities market generally and conditions in the financial markets;
regulatory developments affecting our industry;
announcements of studies and reports relating to our products or those of our competitors;
changes in economic performance or market valuations of our competitors;
actual or anticipated fluctuations in our quarterly results;
conditions in industries in which we operate;
announcements by us or our competitors of new products, acquisitions, strategic relations, joint ventures or capital commitments;
additions to or departures of our key executives and employees;
fluctuations of exchange rates;
release of transfer restrictions on our outstanding ordinary shares; and
sales or perceived sales of additional ordinary shares.
During recent years, securities markets in the U.S. and worldwide have experienced significant volatility in prices and trading volumes. This volatility could have a material effect on the market price of our ordinary shares, which could adversely impact our ability to access equity markets and have a material adverse impact on our results of operations, financial position and cash flows.General risks
Our ability to pay regular dividends on our ordinary shares is subject to the discretion of our Board of Directors and will depend on many factors, including our results of operations, cash requirements, financial position, contractual restrictions, applicable laws and other factors, and may be limited by our structure and statutory restrictions and restrictions imposed by the Revolving Credit Facility and the Loan Notes, as well as any future debt facilities.
We may declare cash dividends on our ordinary shares as described in ITEM 8. However, the payment of future dividends will be at the discretion of our Board of Directors. Any recommendation by our Board to pay dividends will depend on many factors, including our results of operations, cash requirements, financial position, contractual restrictions, applicable laws and other factors, including availability of future debt facilities. Under English law, any payment of dividends would be subject to the Companies Act 2006 of England and Wales (the "Companies Act"), which requires, among other things, that we can only pay dividends on ordinary shares out of profits available for distribution determined in accordance with the Companies Act. Additionally, any change in the level of our dividends or the suspension of the payment thereof could adversely affect the market price of our ordinary shares.
The transition from foreign private issuer to U.S. domestic issuer status from January 1, 2019, will require us to comply with the U.S. domestic reporting requirements under the Exchange Act and will result in significant additional compliance activity and likely increased costs and expenses.
Until January 1, 2019, we were a “foreign private issuer,” as such term is defined in Rule 405 of Regulation C, under the Securities Act and Rule 3b-4 under the Exchange Act. Therefore, we were not required to comply with all the periodic disclosure and current reporting requirements of the Exchange Act and related rules and regulations. In the annual determination on June 30, 2018, it was established that we no longer meet the criteria to remain a foreign private issuer and are therefore required to comply with U.S. domestic issuer requirements, which apply to us from January 1, 2019.
The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly more than costs we incurred as a foreign private issuer. We are now required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive in certain respects than the forms available to a foreign private issuer. We are required under current SEC rules to prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and to modify certain of our policies to comply with corporate governance practices associated with U.S. domestic issuers; these requirements will be additional to, and not in place of, those under

U.K. law to prepare consolidated financial statements under International Financial Reporting Standards as issued by the European Union ("IFRS") and comply with U.K. corporate governance laws. Such conversion and modifications incurred additional one-time costs on conversion, in addition to anticipated extra ongoing costs to meet reporting in both U.S. GAAP and IFRS, which will reduce our operating profit. In addition, we have lost our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers, such as the ones described above, and exemptions from requirements related to the preparation and solicitation of proxies (including compliance with full disclosure obligations regarding executive compensation in proxy statements and the requirements of holding a non-binding advisory vote on certain executive compensation matters, such as “say on pay” and “say on frequency”). Moreover, we are no longer exempt from certain of the provisions of U.S. securities laws, such as Regulation FD (which restricts the selective disclosure of material information), exemptions for filing beneficial ownership reports under Section 16(a) for officers, directors and 10% shareholders and the Section 16(b) short swing profit rules. In light of our expectations, we have prepared for the consequences of becoming a U.S. domestic issuer, including those described above, and we expect that the loss of foreign private issuer status will increase our future legal and financial compliance costs and will make some activities highly time-consuming and costly. The additional costs will have an adverse impact on our results of operations, financial position and cash flows.
In addition, the transition to being treated as a U.S. domestic issuer may make it more difficult and expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.
If we fail to establish or maintain an effective system of internal controls, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market price of our ordinary shares may, therefore, be adversely impacted.
We are subject to reporting obligations under U.S. securities laws. Our reporting obligations as a public company place a significant strain on our management, operational and financial resources and systems for the foreseeable future. Our management is required to report on the effectiveness of our internal control over financial reporting, as required annually by Section 404(a), and from January 1, 2019, quarterly by Section 302 of the Sarbanes-Oxley Act, for which we perform system and process evaluation and testing of our internal control over financial reporting.
Over time we may identify and correct deficiencies or weaknesses in our internal controls and, where and when appropriate, report on the identification and correction of these deficiencies or weaknesses. However, the internal control procedures can provide only reasonable, and not absolute, assurance that deficiencies or weaknesses are identified. Deficiencies or weaknesses that have not been identified by us could emerge, and the identification and correction of these deficiencies or weaknesses could have a material adverse impact on our results of operations. If our internal controlcontrols over financial reporting are not considered adequate, this may adversely affect our ability to report our financial results on a timely and accurate basis, which may result in a loss of public confidence or have an adverse effect on the market price of our ordinary shares, which could then adversely impact our ability to access equity markets and could have a material adverse impact on our results of operations, financial position and cash flows.
It may be difficult to effect service of U.S. process and enforce U.S. legal processprocesses against the directors of Luxfer.
Luxfer is a public limited company incorporated under the laws of England and Wales. A number of our directors and officers reside outside of the U.S., principally in the U.K. A substantial portion of our assets, and the assets of such persons, are located outside of the U.S. Therefore, it may not be possible to effect service of process within the U.S. upon Luxfer or these persons in order to enforce judgments of U.S. courts against Luxfer or these persons based on the civil liability provisions of the U.S. federal securities laws. There is doubt as to the enforceability in England and Wales, in original actions or in actions for enforcement of judgments of U.S. courts, of civil liabilities solely based on the U.S. federal securities laws.

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Item 1B.    Unresolved Staff Comments
None.


Item 2.        Properties
Our principal office is located in owned premises in Manchester, United Kingdom, and our managementexecutive office in the United States is located in leased premises in Milwaukee, Wisconsin.Wisconsin and we also have a corporate office located in owned premises in Manchester, United Kingdom. Our operations are conducted in facilities throughout the world. These facilities house manufacturing and distribution operations, as well as sales and distribution offices.
We carry out Elektron manufacturing operations at six plants in the United States and one plant in the United Kingdom.
We carry out Gas Cylinders manufacturing operations at two plants in the United States and single plants in each of the United Kingdom, Canada and the Czech Republic.
We carry out Gas Cylinders manufacturing operations at four plants in the United States, three plants in the United Kingdom and single plants in each of Canada, France and China. In addition, Gas Cylinders also has a sales and distribution office in both Australia and Italy.
We have a further plant in the United States which is classified as discontinued operations.
Our manufacturing plants comprise both owned and leased properties. We believe that our production facilities are suitable for their purpose and are adequate to support our businesses.
DivisionProperty / Plant
Principal products

manufactured
OwnershipApproximate area (square feet)
Elektron
Manchester, EnglandMagnesium alloys / zirconium chemicalsSplit Lease / Own561,264560,000 
Madison, ILMagnesium sheetLease803,795805,000 
Tamaqua, PAMagnesium powdersOwn64,30465,000 
Lakehurst, NJMagnesium powdersOwn78,92680,000 
Flemington, NJZirconium chemicalsOwn65,000
Hamilton, CanadaMagnesium powdersLease16,335
Litvinov, Czech RepublicMagnesium recyclingOwn62,140
Cincinnati, OHMagnesium heating padsLease150,000
Saxonburg, PAMagnesium powdersOwn68,00070,000 
Gas Cylinders
Nottingham, EnglandAluminumComposite and aluminum cylindersLease143,222145,000 
Gerzat, FranceCalgary, CanadaCylindersComposite cylindersOwnLease327,53565,000 
Calgary, CanadaPomona, CAComposite cylindersLease65,500175,000 
Worcester, EnglandAluminum panelsLease97,315
Kidderminster, EnglandAluminum panelsLease60,200
Riverside, CAComposite cylindersLease / Own125,738125,000 
Graham, NCShanghai, ChinaAluminumComposite cylindersOwnLease121,50915,000 
Discontinued operationsRiverside, CAAluminum panelsLease68,240
Shanghai, ChinaRiverside, CACylindersAluminum panelsLease15,38370,000 
Tulsa, OKCylindersLease20,200



Item 3.        Legal Proceedings
While weThe Company is a defendant in various lawsuits and is subject to various claims that arise in the normal course of business, the most significant of which are involved from time to timesummarized in claimsNote 19 (commitments and legal proceedings that result from, and are incidentalcontingencies) to the conductconsolidated financial statements in ITEM 8. In the opinion of our business including business and commercial litigation, employee and product liability claims, there are no material pending legal proceedings to whichmanagement, the Company or anylikelihood that the ultimate disposition of its subsidiaries is a party, or of which any of their property is subject. It is possible, however, that an adverse resolution of an unexpectedly large number of such individual claims or proceedings could in the aggregatethese matters will have a material adverse effect on results of operations for a particular year or quarter.impact is remote.


Item 4.        Mine Safety Disclosures
Not applicable.



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PART II


Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is listed on the New York Stock Exchange and is traded under the symbol "LXFR." As of December 31, 20182022, the companyCompany had 1819 shareholders of record.
Dividends
During the years ended December 31, 20182021 and 2017,2020, and in February 2022, the Company paid quarterly dividends of $0.125 per ordinary share whichshare. In the final three quarters of 2022, the Company paid quarterly dividends of $0.13 per ordinary. This equated to $13.4$14.2 million paid in 2022 and $13.3$13.6 million in 20182021 and 2017,2020 respectively. A further dividend of $3.6 million was declared and paid in the first quarter of 2023. The declaration and payment of any future dividends will be at the discretion of our Board of Directors and will depend upon our results of operations, cash requirements, financial position, contractual restrictions, restrictions imposed by our indebtedness, any future debt agreements or applicable laws and other factors that our Board of Directors may deem relevant. As with all dividends declared to date, we expect future dividends to be paid out of our earnings.
Any payment of dividends is also subject to the provisions of the U.K. Companies Act, according to which dividends may only be paid out of profits available for distribution determined by reference to financial statements prepared in accordance with the Companies Act and IFRS as adopted by the E.U.,International Accounting Standards Board, which differ in some respects from U.S. GAAP. In the event that dividends are paid in the future, holders of the ordinary shares will be entitled to receive payments in U.S. dollars in respect of dividends on the underlying ordinary shares in accordance with the deposit agreement. Furthermore, because we are a holding company, any dividend payments would depend on cash flows from our subsidiaries.
United Kingdom tax consequences for holders of common stock
The United Kingdom tax consequences discussed below do not reflect a complete analysis or listing of all the possible United Kingdom tax consequences that may be relevant to holders of our common stock. Furthermore,Moreover, the statements below only apply to holders of our common stock who are residentresidents for tax purposes outside of the United Kingdom.
Investors should consult their own tax advisers in respect of the tax consequences related to receipt, ownership, purchase or sale or other disposition of our common stock.
United Kingdom withholding tax
Under current law, the Company is not required to make any deduction or withholding for or on account of United Kingdom tax from dividends distributed on our common stock, irrespective of the tax residence or individual circumstances of the recipient shareholder.
United Kingdom income tax on dividends
A non-United Kingdom tax resident holder of our common stock will not be subject to United Kingdom income taxes on dividend income and similar distributions in respect of our shares, unless the shares are attributable to a permanent establishment or a fixed place of business maintained in the United Kingdom by such non-U.K.non-United Kingdom holder.
Stamp duty and stamp duty reserve tax ("SDRT")
While the ordinary shares are held within a depositarydepository trust company ("DTC"), provided that DTC satisfies various conditions specified in U.K. legislation, electronic book-entry transfers of such shares should not be subject to U.K. stamp duty, and agreements to transfer such shares should not be subject to U.K. stamp duty reserve tax (“SDRT”). The parties have obtained confirmation of this position by way of formal clearance by HMRC. Likewise, transfers of, or agreements to transfer, the ordinary shares from the DTC clearance service into another clearance service or into a depositarydepository receipt system should not, provided that the other clearance service or depositarydepository receipt system satisfies various conditions specified in U.K. legislation, be subject to U.K. stamp duty or SDRT.
In the event that the ordinary shares have left the DTC clearance service, otherwiseother than into another clearance service or depositarydepository receipt system, any subsequent transfer of, or agreement to transfer, such ordinary shares may, subject to any available exemption or relief, be subject to U.K. stamp duty or SDRT at a rate of 0.5% of the consideration for such transfer or agreement. Any such U.K. stamp duty or SDRT will generally be payable by the transferee and must be paid (and any relevant transfer document stamped by HMRC) before the transfer can be registered in the books of Luxfer Holdings PLC.

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In the event that ordinary shares which have left the DTC clearance service, otherwiseother than into another clearance service or depositarydepository receipt system, are subsequently transferred back into a clearance service or depositarydepository receipt system, such transfer, or agreement to transfer, may, subject to any available exemption or relief, be subject to U.K. stamp duty or SDRT at a rate of 1.5% of the consideration for such transfer (or, where there is no such consideration, 1.5% of the value of such ordinary shares). In practice, this liability for stamp duty or SDRT is in generalgenerally borne by the person depositing the relevant shares in the clearance service or depositarydepository receipt system.
Share performance graph
The following information under the caption "Share Performance Graph" in this ITEM 5 of this Annual Report on Form 10-K is not deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or subject to the liabilities of Section 18 of the Exchange Act and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent we specifically incorporate it by reference into such a filing.
The following graph sets forth the cumulative total shareholder return on our ordinary shares for the last five years, assuming thean investment of $100 on December 31, 2013,2017, and the reinvestment of all dividends since that date to December 31, 2018.2022. The graph also contains for comparison purposes the Russell 2000 Index, assuming the same investment level and reinvestment of dividends.
By virtue of our market capitalization and characteristics, we believe the Russell 2000 Index is an appropriate published industry index for comparison purposes.
chart-d43206962efd561c9e5.jpglxfr-20221231_g1.jpg
Purchase of Equity Securities
DuringIn 2022, the fourth quarter and entire fiscal yearCompany purchased 711,572 ordinary shares for a total cost of 2018 we made no purchases of our ordinary shares.$11.1 million.



Item 6.        Selected Financial and Other Data[Reserved]
The below selected financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2018, included within this document.Not applicable
The results of operations for any period are not necessarily indicative of the results to be expected for any future period. The consolidated financial statements, from which the historical financial information for the periods set forth below have been derived, were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The selected historical consolidated financial data set forth below should be read in conjunction with, and are qualified by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes thereto appearing elsewhere in this annual report on Form 10-K.
26
   Years ended December 31, 
 In millions except share and per-share data 2018 2017 2016 2015 2014 
 Consolidated statements of operations and comprehensive income data           
 Net sales $487.9
 $441.3
 $414.8
 $460.3
 $489.5
 
 Operating income 30.0
 21.9
 32.9
 15.0
 48.5
 
 Net income / (loss) 25.0
 16.6
 17.8
 (0.4) 37.3
 
 Per-share data           
 Earnings / (loss) per ordinary share           
      Basic 0.94
 0.63
 0.67
 (0.01) 1.39
 
      Diluted 0.90
 0.62
 0.67
 (0.01) 1.34
 
 Weighted average ordinary shares outstanding           
      Basic 26,708,469
 26,460,947
 26,443,662
 26,918,987
 26,889,330
 
      Diluted 27,692,262
 26,723,981
 26,654,638
 27,328,190
 27,735,793
 
 
Cash dividends declared and paid1
 $13.4
 $13.3
 $13.3
 $10.8
 $10.8
 
 
Cash dividends declared and unpaid1
 3.4
 3.4
 3.3
 3.4
 2.7
 
 Consolidated balance sheets data           
 Total assets $390.4
 $415.8
 $399.8
 $449.9
 $474.5
 
 Total long-term obligations 118.4
 157.3
 196.2
 197.2
 219.4
 
 Total shareholders' equity 184.3
 174.5
 150.4
 183.8
 190.2
 


1In 2018, 2017 and 2016 the Company paid quarterly dividends of $0.125 per ordinary share. In 2015 and 2014 the Company paid quarterly dividends of $0.10 per ordinary share.

Item 7.        Management's Discussion and Analysis of Financial Condition and Results of Operations
Information regarding forward-looking statements
This Annual Report on Form 10-K contains certain statements, statistics and projections that are, or may be, forward-looking. These forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors that could cause our actual results of operations, financial condition, liquidity, performance, prospects, opportunities, achievements or industry results, as well as those of the markets we serve or intend to serve, to differ materially from those expressed in, or suggested by, these forward-looking statements. The accuracy and completeness of all such statements, including, without limitation, statements regarding our future financial position, strategy, plans and objectives for the management of future operations, is not warranted or guaranteed. These statements typically contain words such as "believes," "intends," "expects," "anticipates," "estimates," "may," "will," "should" and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Although we believe that the expectations reflected in such statements are reasonable, no assurance can be given that such expectations will prove to be correct. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, factors identified in "Business," "Risk factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations," or elsewhere in this Annual Report, as well as:
•general economic conditions, or conditions affecting demand for the services offered by us in the markets in which we operate, both domestically and internationally, being less favorable than expected;
•worldwide economic and business conditions and conditions in the industries in which we operate;
•post-pandemic impact of COVID-19 and future pandemics;
•fluctuations in the cost and / or availability of raw materials, labor and utilities;energy, as well as the ability to pass on cost increases to customers;
•currency fluctuations and other financial risks;
•our ability to protect our intellectual property;
•the significant amount of indebtedness we have incurred and may incur, and the obligations to service such indebtedness and to comply with the covenants contained therein;
•relationships with our customers and suppliers;
•increased competition from other companies in the industries in which we operate;
•changing technology;
•our ability to execute and integrate new acquisitions;
•claims for personal injury, death or property damage arising from the use of products produced by us;
•the occurrence of accidents or other interruptions to our production processes;
•changes in our business strategy or development plans, and our expected level of capital expenditure;
•our ability to attract and retain qualified personnel;
•restrictions on the ability of Luxfer Holdings PLC to receive dividends or loans from certain of its subsidiaries;
•climate change regulations and the potential impact on energy costs;
•regulatory, environmental, legislative and judicial developments; and
•our intention to pay dividends.
Please read the sections "Business," "Risk factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations," of this Annual Report on Form 10-K for a more complete discussion of the factors that could affect our performance and the industries in which we operate, as well as those discussed in other documents we file or furnish with the SEC.

27

About Luxfer
Luxfer Holdings PLC ("Luxfer," "the Company," "we," "our") is a global manufacturer of highly-engineered industrial company innovating niche applications in materials whichengineering. Luxfer focuses on value creation by using its broad array of technical knowhowknow-how and proprietary technologies.technologies to help create a safe, clean and energy-efficient world. Luxfer's high-performance productsmaterials, components and high-pressure gas containment devices are used in defense, first response and emergency response, healthcare, transportation and general industrial settings. For more information, visit www.luxfer.com.applications.
Key trends and uncertainties regarding our existing business
Update on ongoing challenging global macro environment and related impact on supply chain disruption
Demand from most end-markets we serve has continued to improve following the adverse impact of COVID-19 on volumes, notably in 2020. This sharp recovery in demand across the global macro environment has resulted in supply chain challenges characterized by significant increases in material cost inflation on key inputs (including magnesium, aluminum and carbon fiber), labor availability issues and energy and transport cost increases. Additionally, during 2022, we were faced with two critical suppliers of magnesium and zirconium respectively declaring force majeure, of which the former remains in place. The continuing conflict in Ukraine which has resulted in punitive sanctions against the Russian Federation has further exacerbated the availability and price of certain raw materials and energy supplies. In response to the supply chain disruption, we have been successful in securing alternative sources of supply for key material inputs affected by force majeure. Furthermore, in the majority of cases, we are able to pass through inflation to our customers. Currently, our expectation is that the impact of material availability / inflation and energy cost inflation and labor and transport constraints will continue into 2023; that we will be able to source sufficient material to meet demand and that in the majority of cases we expect to be able to pass on cost increases. However the outlook remains highly uncertain with both the size and timing of future cost increases difficult to predict.
Impact of conflict in Ukraine
The Russian invasion of Ukraine and ongoing military conflict which commenced on February 24, 2022, has resulted in massive displacement of the Ukrainian population and huge disruption to its economy. Wide ranging sanctions have been imposed on the Russian Federation by the international community, targeting individuals, banks, businesses, funds transfers and imports and exports and are expected to have a significant adverse impact on Russia's economy as well as on international businesses active in the region. The impact on Luxfer is not expected to be significant as we have no direct operations in the region, and our sales to Russia and Ukraine combined typically represent less than one percent of total revenue by destination. Furthermore, neither country is a critical supplier of our raw material needs, and while Russia is a major global exporter of magnesium, we are able to source the metal from various alternative locations, including China, Israel, Turkey and the United States.

Operating objectives and trends
In 2023, we expect the following operating objectives and trends and uncertainties affected our financial performance in 2018, and will likelyto impact our results in the future:business:
We continued along our transformation journey•Continuing high activity on revenue growth initiatives with particular focus on increasing volumes;
•Actions to ensure continuity of supply of critical materials and initiated certain business restructuring initiatives aimed at reducing our fixed cost structure. We expect that these actions will contribute to further margin growth in 2019.services while safeguarding margins;
We saw growth and profit margin expansion in both the Elektron and Gas Cylinders Segments.
We have experienced material and other cost inflation. We strive for•Execution of productivity improvements and we implement increases in selling prices to mitigate this inflation.and pass through current cost pressure;
In 2019,•Further improvements in ESG standing through investment in new projects;
•Focus on recruiting, developing and maintaining talent, through our operating objectives and trends we expect to impact our business include the following:
We have converted from foreign private issuer status to domestic issuer status, which will require us to comply with the U.S. SEC domestic reporting regime from January 1, 2019.
Improvement of the Gas Cylinder Segment with project to consolidate the French operation into the U.K. and U.S to reduce fixed costs and safeguard competitiveness.
Focusing on developing global talent and implementingnew leadership development programs, while driving a high-performance culture.culture; and
Productivity acceleration•Continued emphasis on operating cash generation and growth recovery as we move towards a lean manufacturing process and focused and faster product innovation.maintaining strong working capital performance.


28

CONSOLIDATED RESULTS OF OPERATIONS
The consolidated results of operations from continuing operations of Luxfer were as follows:
Years ended December 31,% / point change
In millions2022202120202022 v 20212021 v 2020
Net sales$423.4 $374.1 $324.8 13.2 %15.2 %
Cost of sales(328.4)(278.1)(243.9)18.1 %14.0 %
Gross profit95.0 96.0 80.9 (1.0)%18.7 %
     % of net sales22.4 %25.7 %24.9 %(3.3)0.8 
Selling, general and administrative expenses(43.1)(47.3)(39.8)(8.9)%18.8 %
     % of net sales10.2 %12.6 %12.3 %(2.4)0.3 
Research and development(4.9)(3.9)(3.3)25.6 %18.2 %
     % of net sales1.2 %1.0 %1.0 %0.2 — 
Restructuring charges(1.9)(6.2)(8.9)(69.4)%(30.3)%
     % of net sales0.4 %1.7 %2.7 %(1.3)(1.0)
Acquisition and disposals costs(0.3)(1.5)— (80.0)%n/a
     % of net sales0.1 %0.4 %— %(0.3)0.4 
Other income— 0.2 — (100.0)%n/a
 % of net sales— %0.1 %— %(0.1)n/a
Other charges— (1.1)(0.4)(100.0)%175.0 %
     % of net sales— %0.3 %0.1 %(0.3)0.2 
Operating income44.8 36.2 28.5 23.8 %27.0 %
     % of net sales10.6 %9.7 %8.8 %0.9 0.9 
Net interest expense(3.9)(3.1)(5.0)25.8 %(38.0)%
     % of net sales0.9 %0.8 %1.5 %0.1 (0.7)
Defined benefit pension credit0.1 2.3 4.3 (95.7)%(46.5)%
     % of net sales— %0.6 %1.3 %(0.6)(0.7)
Income before income taxes and equity in net income of affiliates41.0 35.4 27.8 15.8 %27.3 %
     % of net sales9.7 %9.5 %8.6 %0.2 0.9 
Provision for income taxes(9.0)(5.4)(6.9)66.7 %(21.7)%
     Effective tax rate22.0 %15.3 %24.8 %6.7 (9.5)
Income before equity in net income of affiliates32.0 30.0 20.9 6.7 %43.5 %
     % of net sales7.6 %8.0 %6.4 %(0.4)1.6 
Equity in loss of unconsolidated affiliates (net of tax)— — (0.1)— %(100.0)%
     % of net sales— %— %— %— — 
Net income from continuing operations$32.0 $30.0 $20.8 6.7 %44.2 %
     % of net sales7.6 %8.0 %6.4 %(0.4)1.6 
29
   Years ended December 31, % / point change 
 In millions 2018 2017 2016 2018 v 2017 2017 v 2016 
 Net sales $487.9
 $441.3
 $414.8
 10.6 % 6.4 % 
 Cost of goods sold (365.8) (332.7) (320.2) 9.9 % 3.9 % 
 Gross profit 122.1
 108.6
 94.6
 12.4 % 14.8 % 
      % of net sales 25.0% 24.6% 22.8% 0.4
 1.8
 
 Selling, general and administrative expenses (60.8) (68.1) (56.2) (10.7)% 21.2 % 
      % of net sales 12.5% 15.4% 13.5% (2.9) 1.9
 
 Research and development (6.4) (7.8) (7.6) (17.9)% 2.6 % 
      % of net sales 1.3% 1.8% 1.8% (0.5) —
 
 Restructuring charges (13.4) (8.4) (0.4) 59.5 % 2,000.0 % 
      % of net sales 2.7% 1.9% 0.1% 0.8
 1.8
 
 Impairment charges (7.2) (3.7) —
 94.6 % n/a
 
      % of net sales 1.5% 0.8% —% 0.7
 0.8
 
 Acquisition related (costs) / credits (4.3) 1.3
 —
 n/a
 n/a
 
      % of net sales 0.9% 0.3% —% 0.6
 0.3
 
 Other general income —
 —
 2.5
 n/a
 n/a
 
      % of net sales —% —% 0.6% —
 (0.6) 
 Operating income 30.0
 21.9
 32.9
 37.0 % (33.4)% 
      % of net sales 6.1% 5.0% 7.9% 1.1
 (2.9) 
 Net interest expense (4.6) (6.3) (6.0) (27.0)% 5.0 % 
      % of net sales 0.9% 1.4% 1.4% (0.5) —
 
 Defined benefit pension credit / (expense) 4.7
 4.2
 (2.8) 11.9 % n/a
 
      % of net sales 1.0% 1.0% 0.7% —
 0.3
 
 Income before income taxes and equity in net income of affiliates 30.1
 19.8
 24.1
 52.0 % (17.8)% 
      % of net sales 6.2% 4.5% 5.8% 1.7
 (1.3) 
 Provision for income taxes (5.5) (3.3) (6.8) 66.7 % (51.5)% 
      Effective tax rate 18.3% 16.7% 28.2% 1.6
 (11.5) 
 Income before equity in net income of affiliates 24.6
 16.5
 17.3
 49.1 % (4.6)% 
      % of net sales 5.0% 3.7% 4.2% 1.3
 (0.5) 
 Equity in income of unconsolidated affiliates (net of tax) 0.4
 0.1
 0.5
 300.0 % (80.0)% 
      % of net sales 0.1% —% 0.1% 0.1
 (0.1) 
 Net income / (loss) $25.0
 $16.6
 $17.8
 50.6 % (6.7)% 
      % of net sales 5.1% 3.8% 4.3% 1.3
 (0.5) 






Net sales
The 10.6% increase inAdjusting for foreign exchange headwinds of $13.9 million, consolidated net sales have increased by 16.9% in 20182022 from 2017 were primarily2021. The passing through of material cost inflation, where not constrained by contract, accounted for approximately 75.0% of this increase. Furthermore, there was benefit in the result of:year from:
•
Continued growth of our proprietary SoluMag® alloy;
Recovery in•Increased sales of alternative fuel (AF) systemsmagnesium powders used in commercial and SCBA cylinders;military applications;
Improvements•Higher demand for composite cylinders used in aerospace and medical applications, although constrained by historical contractual prices;
•Increased sales of magnesium alloys, especially those used in the aerospace market;
•Higher demand for our Superform business;zirconium products, particularly in industrial applications; and
Increased revenues from zirconium-based automotive and industrial catalysis materials.

The 6.4% increase in consolidated•An additional contribution to net sales in 2017 from 2016 was primarilyLuxfer Gas Cylinders of $7.1 million due to the result of:
Increased disaster-relief shipments to hurricane affected areasacquisition of Structural Composites Industries LLP ("SCI") at the end of the United Statesfirst quarter 2021, which primarily impacted sales of cylinders used in aerospace and Caribbean;
•
Stronger sales of our proprietary SoluMag® alloy; and
Moderate growth in the military powders business.alternative fuels applications.
These increases were partially offset by:
Depressed•Unfavorable foreign exchange variances as highlighted above;
•Softening sales of our AF cylinders;flameless ration heaters ("FRH") due to lower levels of troop deployment and of Chemical detection kits due to supply chain constraints, and
Lower shipments•Reduced sales of CNG alternative fuel cylinders.
The 15.2% increase in consolidated net sales across most major product groups in 2021 from 2020 was primarily due to the acquisition of SCI, as well as the recovery in volumes adversely impacted by COVID-19 in the prior year. The most significant factors were:
•An additional contribution of $24.9 million due to the acquisition of SCI;
•Increased sales of SCBA cylinders;cylinders used by first responders and of cylinders used for gas calibration and other industrial applications;
Lower•Increased sales in Luxfer MEL Technologies of zirconium automotive catalysis products;
•Increased sales withinof military powders used in countermeasure flares;
•Increased sales of Luxfer Graphic Arts magnesium photo-engraving plates; and
•Favorable foreign exchange variances of $10.3 million or 3.2%.
These increases were partially offset by decreased sales of heater meals and chemical response kits in our SuperformLuxfer Magtech business.


Gross profit
The 0.43.3 percentage point decrease in gross profit as a percentage of sales in 2022 from 2021 was primarily the result of increased material and labor costs and other supply chain investments to overcome disruption, not fully covered by price increases, particularly in the Gas Cylinders Division.
The 0.8 percentage point increase in gross profit as a percentage of sales in 20182021 from 20172020 was primarily the result of:
Continued cost savings derivedof production efficiency linked to increased volumes as we recovered from our transformation plan; and
Favorable sales mix;
These increases werethe prior year impact of COVID-19. This was partially offset by:by the impact of material cost inflation not fully covered by price increases primarily in the fourth quarter.
Inflationary increases related to raw materials and labor costs; and
30
Increased distribution costs.


The 1.8 percentage point increase in gross profit as a percentage of sales in 2017 from 2016 was primarily the result of:
Selective increases in selling prices;
Favorable sales mix as a result of the decline in lower margin recycling sales; and
Cost savings resulting from our transformation plan.
These increases were partially offset by:
Inflationary increases related to raw materials and labor costs.

Selling, general and administrative expenses ("SG&A")
The 2.9 percentage point decrease in SG&A costs as a percentage of sales have decreased by 2.4 percentage points in 20182022 from 2017 was primarily2021, largely due to the resultimpact of continuedprice increases on revenue, as well as cost savings derivedreduction programs effected in the prior year. We also benefited from our transformation plan.foreign currency translation of $2.3 million.
The 1.9 percentage point increase in SG&A costs as a percentage of sales increased marginally by 0.3 percentage points in 20172021 from 2016 was primarily the result of one-off items in relation to settlement and other legal expenses incurred in relation to patent infringement litigation against a competitor; and costs incurred in relation to the conversion of the Company's ADR listing to a direct listing of ordinary shares on the New York Stock Exchange.2020.



Research and development costs
The 0.5 percentage point decrease in researchResearch and development costs as a percentage of sales has increased by 0.2 percentage points in 2018 from 2017 was primarily the result of:
Development projects being canceled2022 when compared to focus on those which we believe have more economic substance.2021, with actual expenditure increasing by 25.6%, reflecting increased investment in new products and future growth capability.
Research and development costs increasedas a percentage of sales were flat in line2021 when compared to 2020, with actual expenditure increasing by 18.2% as activity levels picked up as we recovered from the increase in sales in 2017 from 2016.COVID-19 economic downturn.
Increased expenditure on research and development to drive improved sales.


Restructuring charges
The $13.4$1.9 million restructuring charges in 2018 was the result of:2022 includes:
$10.0 million within the Gas Cylinders segment in relation to plant consolidation costs, including one-time employee benefits, asset write-downs and associated legal and professional fees;
$2.0 million of termination costs and a property impairment charge related to the rationalization of Elektron's Graphic Arts operations; and
$1.4 million related to a previously announced plant closure affecting Elektron's Magtech business unit.

The $8.4 million restructuring charges in 2017 was primarily the result of:
$4.5 million as part of a Company-wide effort to reduce headcount and streamline management;
$0.6 million following the decision to discontinue our Advanced Oxygen System (AOS) product line in the Gas Cylinders Segment;
$1.0 million following the announcement to exit our Luxfer Gas Cylinders HEI business; and
$1.7 million related to the rationalization of Elektron's Magtech operations.

Impairment charges
Impairment charges of $7.2 million in 2018 related primarily to a $1.3 million impairment of goodwill associated with our Superform business unit and $2.4 million in write-downs related to the step-up acquisition of our Luxfer Holdings, NA LLC joint venture, both held within the Gas Cylinders Segment. An additional $3.4 million impairment within our Elektron segment resulting form the transfer of our Czech business' assets and liabilities to held-for-sale.
Impairment charges of $3.7 million in 2017 related to an impairment of $2.2•A further $1.7 million in relation to the investmentclosure of Luxfer Gas Cylinders France; and
•$0.2 million relating to one-time employee termination benefits in the Elektron division in relation to the consolidation of production facilities in the Magnesium Powders operations.
The $6.2 million restructuring charges in 2021 includes:
•A further $5.0 million in relation to the closure of Luxfer Gas Cylinders France;
•$0.9 million of one-time employee termination costs in the Elektron division, largely in relation to the divestiture of our associate, Sub 161 Pty Limitedsmall Luxfer Magtech production facility in Ontario, Canada; and
•$0.3 million of miscellaneous restructuring project costs in the Gas Cylinders Segmentdivision.

Acquisition and disposals costs
Net costs of $0.3 million and $1.5 million of fixed asset write-downs across all businesses withinin 2022 and 2021 respectively, primarily relate to the Elektron segment.

Acquisition-related costs
Acquisition-related costs of $4.3 million in 2018 related to:
$3.7 million related to professional and legal fees in connection with the aborted2021 acquisition of Neo Performance Materials; andSCI.
$0.6
Other charges
The $1.1 million wasother charges incurred in relation2021 relates to the revaluationsettlement of deferred contingent consideration, arisinga class action lawsuit in the Gas Cylinders segment from the acquisitionan alleged historic violation of the legacy businesses of Luxfer Magtech Inc. which was acquired in 2014.California Labor Code, concerning a Human Resources administration matter.

Other general income
Other general income of $2.5 million in 2016 related to the profit on the sale of a property.





Net interest expense
The 27.0% reduction in netNet interest expense of $3.9 million in 20182022 increased from 2017 was$3.1 million in 2021 due to:
Reduction in average debt balance in 2018 resulted in lowerto a combination of increased interest costs due to:rates and higher drawings.
◦Repayment of $15.0 million loan when due, June 2018; and
◦$nil million balance on the revolving credit facility at the year-end following net repayment of $21.3 million during the year.
Net interest expense remained relatively flat as a percentage of sales$3.1 million in 20172021 decreased from 2016 as$5.0 million in 2020 largely due to the average debt balance remained fairly level.$25 million early repayment in December 2020 of the Loan Notes due in 2021.


Defined benefit pension credit / (expense)
The 11.9% increase in defined benefit pension credit of $0.1 million in 2018 from 2017 was primarily due to :
Updated mortality assumptions in2022, includes a credit on the U.K. and U.S., which lead to lower life expectancies; and
Weakeningplan of GBP sterling against$3.0 million, partially offset by the recognition of $2.9 million of unamortized losses on the U.S. dollar. Partially offset by
Increase in long-term U.K inflation expectations; and
Asset returns being lower than assumed.

The movement in the defined benefit pension expense to a credit in 2017 from 2016 was primarily due to:
Lump sum exercise and purchase of annuities in 2016 which resulted in a net settlement loss of $4.3 million;
The interest cost was lower in 2017 by $2.6 million, mainlyplan as a result of the decreasesettlement triggered by the lump sum exercise in 2022, ahead of the buyout of the U.S. pension plan which we expect to be completed in early 2023.
The defined benefit pension credit of $2.3 million has decreased by $2.0 million in 2021 from 2020. This was primarily due to the combined effect on the U.K. plan of lower projected asset returns and a higher post-2030 inflation projection in the U.K., partially offset by a fall in the discount rate.

31

Provision for income taxes
The 1.66.7 percentage point increase in the effective tax rate in 20182022 from 20172021 was primarily due to:
Deferred tax credit in 2017 reflectingto the impact in the prior year of U.S.the U.K. tax reform, partially offset by:
Deferredrate change enacted (from 19% to 25%) which increased the valuation of the U.K. related net deferred tax credit in 2018 in relationasset (largely related to the U.K. 'patent box' allowances.defined benefit pension plan).
The 11.59.5 percentage point decrease in the effective tax rate in 20172021 from 20162020 was primarily due to the impact of the above mentioned change in the U.K. tax rate. In addition, a net provisionaldeferred tax benefitcredit of $2.0$2.6 million has been recognized in 2017the income statement in respect of future tax relief available as a result of a special one-off pension contribution made to the enactment of U.S. tax reform legislation.U.K. plan in December 2021.

32


RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES
The following table of non-GAAP summary financial data presents a reconciliation of net income from continuing operations to adjusted net income for the periods presented, being the most comparable GAAP measure. Management believes that adjusted net income, adjusted earnings per share, adjusted EBITA and adjusted EBITDA are key performance indicators (KPIs)("KPIs") used by the investment community and that such presentation will enhance an investor’s understanding of the Company's operational results. In addition, Luxfer's CEO and other senior management use these KPIs, among others, to evaluate business performance. However, investors should not consider adjusted net income and adjusted earnings per share in isolation as an alternative to net income and earnings per share when evaluating Luxfer's operating performance or measuring Luxfer's profitability.
Years ended December 31,
In millions except per share data202220212020
Net income from continuing operations32.0 30.0 20.8 
Accounting charges relating to acquisitions and disposals of businesses:
     Amortization on acquired intangibles0.7 0.9 0.7 
     Acquisitions and disposals cost0.3 1.5 — 
Defined benefit pension credit(0.1)(2.3)(4.3)
Restructuring charges1.9 6.2 8.9 
Other charges— 1.1 0.4 
Share-based compensation charges2.5 2.8 2.8 
Other non-recurring tax items— (1.9)— 
Income tax on adjusted items0.1 (2.1)(0.4)
Adjusted net income from continuing operations37.4 36.2 28.9 
Adjusted earnings per ordinary share from continuing operations
Diluted earnings per ordinary share1.16 1.07 0.74 
Impact of adjusted items0.20 0.22 0.29 
Adjusted diluted earnings per ordinary share(1)
1.36 1.29 1.03 
  Years ended December 31, 
 In millions except per share data2018 2017 2016 
 Net income25.0
 16.6
 17.8
 
 Accounting charges / (credits) relating to acquisitions and disposals of businesses:      
      Unwind of discount on deferred consideration0.2
 0.2
 0.4
 
      Amortization on acquired intangibles1.2
 1.3
 1.0
 
      Acquisitions and disposals4.3
 (1.3) —
 
 Defined benefit pension (credit) / expense(4.7) (4.2) 2.8
 
 Restructuring charges13.4
 8.4
 0.4
 
 Impairment charges7.2
 3.7
 —
 
 
Other charges (1)
—
 5.8
 —
 
 Other general income—
 —
 (2.5) 
 Share-based compensation charges4.8
 2.2
 1.4
 
 Impact of U.S. tax reform—
 (2.0) —
 
 Other non-recurring tax items(2.9) —
 —
 
 Income tax thereon(1.7) (3.1) (0.8) 
 Adjusted net income46.8
 27.6
 20.5
 
        
 Adjusted earnings per ordinary share      
 Diluted earnings per ordinary share0.90
 0.62
 0.67
 
 Impact of adjusted items0.79
 0.41
 0.10
 
 
Adjusted diluted earnings per ordinary share(2)
1.69
 1.03
 0.77
 
(1) Other charges include costs incurred on: settlement and other legal expenses incurred in relation to patent infringement litigation against a competitor; and costs incurred in relation to the conversion of the Company's ADR listing to a direct listing of ordinary shares on the New York Stock Exchange, disclosed within selling, general and administrative expenses.
(2) For the purpose of calculating diluted earnings per share, the weighted average number of ordinary shares outstanding during the financial year has been adjusted for the dilutive effects of all potential ordinary shares and share options granted to employees.
Years ended December 31,
In millions except per share data202220212020
Adjusted net income from continuing operations37.4 36.2 28.9 
Add back:
     Other non-recurring tax items— 1.9 — 
     Income tax on adjusted items(0.1)2.1 0.4 
     Income tax expense9.0 5.4 6.9 
     Net finance costs3.9 3.1 5.0 
Adjusted EBITA from continuing operations50.2 48.7 41.2 
     Loss on disposal of property, plant and equipment— — 0.1 
     Depreciation12.9 14.7 12.6 
Adjusted EBITDA from continuing operations63.1 63.4 53.9 

33

  Years ended December 31, 
 In millions except per share data2018 2017 2016 
 Adjusted net income46.8
 27.6
 20.5
 
 Add back / (deduct):      
      Impact of U.S. tax reform—
 2.0
 —
 
      Other non-recurring tax items2.9
 —
 —
 
      Income tax thereon1.7
 3.1
 0.8
 
      Income tax expense5.5
 3.3
 6.8
 
      Net finance costs4.6
 6.3
 6.0
 
 Adjusted EBITA61.5
 42.3
 34.1
 
      Loss on disposal of PPE0.3
 —
 0.2
 
      Depreciation17.8
 17.0
 17.0
 
 Adjusted EBITDA79.6
 59.3
 51.3
 
The following table presents a reconciliation for the adjusted effective tax rate, which management believes is a KPI used by the investment community and that such presentation will enhance an investor's understanding of the Company's operational results.

Years ended December 31,
In millions202220212020
Adjusted net income from continuing operations$37.4 $36.2 $28.9 
Add back:
     Other non-recurring tax items— 1.9 — 
     Income tax on adjusted items(0.1)2.1 0.4 
     Provision for income taxes9.0 5.4 6.9 
Adjusted income from continuing operations before income taxes$46.3 $45.6 $36.2 
Adjusted provision for income taxes8.9 9.4 7.3 
Adjusted effective tax rate from continuing operations19.2 %20.6 %20.2 %


SEGMENT RESULTS OF OPERATIONS
The summary that follows provides a discussion of the results of operations of each of our two reportable segments (Gas Cylinders and Elektron). Both segments comprise various product offerings that serve multiple end markets.end-markets.
Adjusted EBITDA, which is our segment income metric, represents operating income adjusted for qualifying restructuring charges; impairment charges; legal expenses incurred from patent litigation with a competitor; profit on sale of redundant site; direct listing costs; acquisition-related charges, / credits; loss on disposal of property, plantother charges, acquisitions and equipment;disposals cost, depreciation and amortization; share basedamortization, and share-based compensation expense; and unwind of discount on deferred consideration.charges. A reconciliation to net income and taxes can be found in ITEM 8. note 15.8, Note 17.

GAS CYLINDERS
The results of operations from the Gas Cylinders segment are for continuing operations only.
The net sales and adjusted EBITDA for Gas Cylinders were as follows:
   Years ended December 31, % / point change 
 In millions 2018 2017 2016 2018 v 2017 2017 v 2016 
 Net sales $238.1
 $220.2
 $225.8
 8.1% (2.5)% 
 Adjusted EBITDA 23.4
 17.0
 18.3
 37.6% (7.1)% 
      % of net sales 9.8% 7.7% 8.1% 2.1
 (0.4) 
Years ended December 31,% / point change
In millions2022202120202022 v 20212021 v 2020
Net sales$183.7 $178.3 $141.9 3.0 %25.7 %
Adjusted EBITDA12.8 22.7 21.3 (43.6)%6.6 %
     % of net sales7.0 %12.7 %15.0 %(5.7)(2.3)
Net sales
The 8.1%3.0% increase in Gas Cylinders sales in 20182022 from 20172021 was primarily the result of:
Increasedof increased demand for composite cylinders used in aerospace, partially offset by $7.8 million of foreign exchange headwind and a reduction in CNG alternative fuel and SCBA cylinder sales. The segment has benefited from $7.1 million of sales due to the acquisition of SCI at the end of the first quarter in 2021, which has positively impacted sales of AF cylinders;cylinders in aerospace and alternative fuels.
IncreasedNet sales of SCBA cylinders;
Increased Superform tooling and formed component sales.

in Gas Cylinders have been impacted throughout the year by the fixed-price contracts in place across the segment.
The 2.5% decrease25.7% increase in Gas Cylinders sales in 20172021 from 20162020 was primarily the result of:
Depressedof the recovery of our markets following COVID-19 related disruption in the prior year, as well as the acquisition of SCI which generated $24.9 million of additional revenues. Revenues increased across all significant product lines except for medical oxygen cylinders, sales of AF cylinders;which had held up relatively well in the prior year.
Lower sales of SCBA cylinders;
34
Lower Superform tooling sales.

These decreases were partially offset by:
Increase in European medical composite cylinders;
Higher shipments of aluminum cylinders.
Adjusted EBITDA
The 2.1 percentage point increase in adjusted EBITDA for Gas Cylinders as a percentage of net sales in 2018 from 2017 was primarily the result of:
Improved product mix driven by higher sales of SCBA cylinders;
Improved margin on AF cylinder sales;
A one-time bad debt expense affecting an overseas customer in 2017.
These increases were partially offset by lower Superform gross margin on both tooling and component sales.

The 0.45.7 percentage point decrease in adjusted EBITDA for Gas Cylinders as a percentage of net sales in 20172022 from 20162021 is a result of the segment being impacted by timing of contractually constrained cost pass-through. Cost reduction effort activities more than offset adverse foreign exchange impact in the year.
The 2.3 percentage point decrease in adjusted EBITDA for Gas Cylinders as a percentage of net sales in 2021 from 2020 was primarily the result of:
Adverse sales mix onof losses suffered by the backnewly acquired SCI business from the end of declinethe first quarter, as well as material cost inflation in SCBA;
Decreaseexcess of price increases primarily in margin on Superform tooling sales;
A one-time bad debt expense affecting an overseas customer.

These decreases werethe fourth quarter. This was partially offset by pricing increases in excess of inflationary rises on material costs.productivity improvements as volumes recovered from the Covid-19 affected prior year.
Elektron
ELEKTRON
The net sales and adjusted EBITDA for Elektron were as follows:
Years ended December 31,% / point change
In millions2022202120202022 v 20212021 v 2020
Net sales$239.7 $195.8 $182.9 22.4 %7.1 %
Adjusted EBITDA50.3 40.7 32.6 23.6 %24.8 %
     % of net sales21.0 %20.8 %17.8 %0.2 3.0 
   Years ended December 31, % / point change 
 In millions 2018 2017 2016 2018 v 2017 2017 v 2016 
 Net sales $249.8
 $221.1
 $189.0
 13.0% 17.0% 
 Adjusted EBITDA 56.2
 42.3
 33.0
 32.9% 28.2% 
      % of net sales 22.5% 19.1% 17.5% 3.4
 1.6
 

Net sales
The 13.0%22.4% increase in Elektron sales in 20182022 from 20172021 was primarilyheavily impacted by the result of:passing through of material cost-inflation. Furthermore, there was benefit in the year from:
•
Continued growth in sales of our proprietary SoluMag® alloy;
•Increased sales of zirconium-based automotivemagnesium powders used in commercial and industrial catalysts;military applications;
Increased•Improved sales of high-performance magnesium alloys, used primarily in aerospace, and wrought magnesium alloyespecially those used in the manufactureaerospace market; and
•Higher demand for our zirconium products, particularly in industrial applications.
These increases were partially offset by a decrease in sales of performance automotive wheels;
Increased shipmentsFRHs and chemical kits supplied by Luxfer Magtech. Net sales were also adversely impacted by $6.1 million of magnesium-based defense and disaster-relief products.

foreign exchange.
The 17.0%7.1% increase in Elektron sales in 20172021 from 20162020 was primarily the result of:of the recovery from COVID-19 related disruption affecting the prior year, especially:
•
Increased sales of Flameless Ration Heaters (FRH),
•Increased sales of zirconium-based industrial catalysts;
•Increased sales of magnesium photo-engraving plates;
•Increased sales of military powders used in Meals, Ready-to-EatTM, (MRE);
•
Sales of our proprietary SoluMag® alloy;
Year-on-year increases in Graphic Artscountermeasure flares; and zirconium products.
•Increased sales of wrought magnesium alloys, especially those used in our transportation end markets.
This was partially offset by decreased revenues from Luxfer Magtech chemical detection kits and from heater meals.
Adjusted EBITDA
The 3.40.2 percentage point increase in adjusted EBITDA for Elektron as a percentage of net sales in 20182022 from 20172021 was primarily the result of:
•
Improved product mix, driven primarily by growth of SoluMag®;
Reduction in operational costsof the segment's ability to pass on the inflationary cost increases, as partwell as the benefit of our transformation plan;
These increases were partially offset by:
Reduced pricing on certain product lines to drive volume;
•
Higher distribution costs linked to growth of SoluMag®.

positive foreign exchange variances.
The 1.63.0 percentage point increase in adjusted EBITDA for Elektron as a percentage of net sales in 20172021 from 20162020 was primarily the result of:of productivity improvements as volumes recovered from the Covid-19 affected prior year, as well as favorable product sales mix.
Improvement in sales mix across the segment;
35
Reduction in raw material and utility costs;

These increases were partially offset by:
Adverse variances from price changes;
Increased employment costs.


LIQUIDITY AND CAPITAL RESOURCES
Our liquidity requirements arise primarily from obligations under our indebtedness, capital expenditures, acquisitions, the funding of working capital and the funding of hedging facilities to manage foreign exchange and commodity purchase price risks. We meet these requirements primarily through cash flows from operating activities, cash deposits and borrowings under the Revolving Credit Facility ("RCF") and accompanying ancillary hedging facilities and the Loan Notes due 2021, 2023 and 2026. Our principal liquidity needs are:
•funding acquisitions, including deferred contingent consideration payments;acquisitions;
•capital expenditure requirements;
•payment of shareholder dividends;
•servicing interest on the Loan Notes, which is payable at each quarter end, in addition to interest and / or commitment fees on the Senior Facilities Agreement;RCF;
•working capital requirements, particularly in the short term as we aim to achieve organic sales growth; and
•hedging facilities used to manage our foreign exchange and aluminum purchase price risks.
From time to time, we consider acquisitions or investments in other businesses that we believe would be appropriate additions to our business. For example, in 2017, we acquired the trade and assets of the Specialty Metals business of ESM Group Inc., including a manufacturing facility in Saxonburg, PA.
We believe that, in the long term, cash generated from our operations will be adequate to meet our anticipated requirements for working capital, capital expenditures and interest payments on our indebtedness. In the short term, we believe we have sufficient credit facilities to cover any variation in our cash flow generation. However, any major repayments of indebtedness will be dependent on our ability to raise alternative financing or to realize substantial returns from operational sales. Also, our ability to expand operations through sales development and capital expenditures could be constrained by the availability of liquidity, which, in turn, could impact the profitability of our operations.
We have been in compliance with the covenants under the Loan Notes and the Senior Facilities AgreementRCF throughout all of the quarterly measurement dates from and including September 30, 2011, to December 31, 2018.2022.
In October 2021, the Company completed a refinancing of its existing RCF, extending its tenure to October 2026, while providing increased flexibility to incur additional indebtedness outside of this agreement if required and reducing the covenant burden. In January 2023, the Company has increased the capacity of its existing RCF to $125.0 million, an increase of $25.0 million.
Luxfer conducts all of its operations through its subsidiaries, joint ventures and affiliates. Accordingly, Luxfer's main cash source is dividends from its subsidiaries. The ability of each subsidiary to make distributions depends on the funds that a subsidiary receives from its operations in excess of the funds necessary for its operations, obligations or other business plans. We have not historically experienced any material impediment to these distributions, and we do not expect any local legal or regulatory regimes to have any impact on our ability to meet our liquidity requirements in the future. In addition, since our subsidiaries are wholly-owned, our claims will generally rank junior to all other obligations of the subsidiaries. If our operating subsidiaries are unable to make distributions, our growth may slow, unless we are able to obtain additional debt or equity financing. In the event of a subsidiary's liquidation, there may not be assets sufficient for us to recoup our investment in the subsidiary.
Our ability to maintain or increase the generation of cash from our operations in the future will depend significantly on the competitiveness of and demand for our products, including our success in launching new products. Achieving such success is a key objective of our business strategy. Due to commercial, competitive and external economic factors, however, we cannot guarantee that we will generate sufficient cash flows from operations or that future working capital will be available in an amount sufficient to enable us to service our indebtedness or make necessary capital expenditures.



36

Cash Flows from Continuing Operations
Operating activities
Cash provided by operating activities was $63.2$15.8 million and $26.0 million in 2018.2022 and 2021 respectively, which includes approximately $10.0 million and $4.0 million of cash spent on restructuring activities in those years. It was primarily related to net income from operating activities, net of the following non-cash items: (i) depreciation and amortization; asset impairment charges,(ii) share-based compensation charges; (iii) pension contributionsadjustments and (iv) net changes to assets and liabilities. In 2022, the Company has increased its working capital balances, predominantly as a result of inventory build to try and reduce inflationary price rises. In 2021, the Company also made an additional, special one-off deficit reduction payment in the U.K. for $12.7 million.
Cash provided by operating activities was $38.8 million in 2017. It was primarily related to net income from operating activities, net of the following non-cash items: depreciation and amortization; asset impairment charges, pension contributions and net changes to assets and liabilities.
Investing activities
Net cash used byfor investing activities was $10.0$5.6 million in 2018,2022, compared to net cash used for investing activities of $16.0 million and $12.5$5.0 million in 2017 and 2016, respectively.2021. The following investing activities impacted our cash flow:
Capital expenditures
Capital expenditures in 2018, 2017 and 2016 were $13.92022 was $8.3 million $10.5compared to $9.1 million and $16.6 million, respectively.in 2021. 2021 included additional spend as we delayed some projects in the prior year in response to COVID-19. We anticipate capital expenditures for fiscal 20192023 to be approximately $20.0 million.around $15 million as we increase investment in order to grow the business.
AcquisitionsProceeds from sale of property, plant and equipment
During 2018, we completedIn May 2022, the acquisition of 100% of Luxfer Holdings NA LLC,Company sold a previously 49%-owned joint venture,held-for-sale building in exchangethe Elektron segment for $3.7 million. Consideration was paid in full upon sale.
Proceeds from sale of business
In March 2021, the forgivenessCompany sold its U.S. aluminum gas cylinder business for net cash proceeds of $20.2 million. In September 2021, the Company sold its Superform U.K. business for net consideration of $4.0 million, of which $3.0 million was received in 2021 and $1.0 million deferred until 2022. The deferred consideration, while still due to the Company, the payment has not yet been received so has been fully impaired in 2022.
In July 2020, the Company sold its 51% investment in Luxfer Uttam India Private Limited for net cash proceeds of $1.5 million. In September 2021, the Company received deferred consideration of $0.3 million for this sale.
Settlements from sale of business
In October 2022, the Company agreed a final settlement of $1.0 million to the purchasers of the joint venture partner's share onpreviously disposed aluminum gas cylinder business. The settlement was a loan from Luxfer Holdings PLC, (51%reduction to the original consideration paid.
Acquisitions, net of $4.0 million). Cash balances held bycash acquired
In March 2021, the acquired entity resulted in net cash inflow of $2.7 million recorded in investing activities.
During 2017, weCompany completed the acquisition of the trade and assets of the Specialty MetalsSCI business of ESM GroupWorthington Industries, Inc., based in Pomona, California, for an initial consideration of $4.3$19.3 million net of cash acquired. There was also $0.4 million of acquisition costs paid in respect to the transaction.consideration.

Financing activities
In 2018,2022, net cash used for financing activities was $51.9$2.0 million, (2017: $25.1(2021: $16.1 million). We made net repayments todrawdowns on our bankingborrowing facilities of $37.0$24.8 million (2017: $9.2(2021: net drawdowns of $6.4 million) and dividend payments of $13.4$14.2 million (2017: $13.3(2021: $13.6 million), equating to $0.125$0.515 per ordinary share.share (2021: $0.50 per ordinary share). In 2022, the Company spent $11.1 million repurchasing approximately 700,000 shares, (2021: $6.4 million repurchasing approximately 300,000 shares).
Loan Notes due 2018, 2023 and 2026
On May 13, 2011, our subsidiary, BA Holdings, Inc., entered into a note purchase agreement (the "Note Purchase Agreement") among us, our subsidiaries and the note purchasers, to issue $65 million aggregate principal amount of senior notes due 2018 in a U.S. private placement to an insurance company and related parties (the "Loan Notes due 2018"). The Loan Notes due 2018 bore interest at a rate of 6.19% per annum, and were due to mature on June 15, 2018.
On June 29, 2016, Luxfer agreed with the lender under the Loan Notes due 2018 to extend the maturity date of $50 million of the outstanding $65 million principal amount. The transaction was facilitated through the utilization of the Shelf Facility. The extension also includes a lower long-term fixed interest rate on the debt. The maturity date on $25 million was extended from June 2018 to June 2023 (the "Loan Notes due 2023") at a fixed interest rate of 4.88%; and the maturity date on $25 million was extended to June 2026 (the "Loan Notes due 2026") at a fixed interest rate of 4.94%. The revised loan documents also relaxed a number of provisions and covenants, including the removal of various restrictions on distributions, including dividends.
On June 14, 2018, our subsidiary, BA Holdings, Inc., repaid $15.0 million for the Loan Notes due 2018. This was facilitated through drawing down on the Senior Facilities Agreement.
The Note Purchase Agreement contains customary covenants and events of default, in each case with customary and appropriate grace periods and thresholds. In addition, the Note Purchase Agreement requires us to maintain compliance with a minimum interest coverage ratio and a leverage ratio. The interest coverage ratio measures our EBITDA (as defined in the Note Purchase Agreement) to Net Finance Charges (as defined in the Note Purchase Agreement). We are required to maintain an interest coverage ratio of 4.0:1. The leverage ratio measures our Total Net Debt (as defined in the Note Purchase Agreement) to Adjusted Acquisition EBITDA (as defined in the Note Purchase Agreement). We are required to maintain a leverage ratio of no more than 3.0:1. We have been in compliance with the covenants under the Note Purchase Agreement throughout all of the quarterly measurement dates from and including September 30, 2011, to December 31, 2018.2022.
37

The Loan Notes due 2018, 2023 and 2026 and the Note Purchase Agreement are governed by the law of the State of New York.

The Loan Notes due 2018, 2023 and 2026 are denominated in U.S. dollars, which creates a natural partial offset between the dollar-denominated net assets and earnings of our U.S. operations and the dollar-denominated debt and related interest expense of the notes. We have included the Note Purchase Agreement and a form of the Loan Notes due 2018, 2023 and 2026 as exhibits to this Annual Report and refer you to the exhibits for more information on the Note Purchase Agreement and the Loan Notes due 2018, 2023 and 2026.
Loan Notes due 2021 and Shelf Facility
On September 18, 2014, we entered into a note purchase and shelf facility agreement (the "Note Purchase and Private Shelf Agreement") among us, our subsidiaries and the note purchasers, to issue $25 million aggregate principal amount of senior notes due 2021 in a U.S. private placement to an insurance company and related parties (the "Loan Notes due 2021"). This arrangement also allows for a further $50 million of borrowing through an uncommitted three-year shelf facility with the insurance company (the "Shelf Facility"). The Loan Notes due 2021 bear interest at a rate of 3.67% per annum, payable quarterly, and continuing until the principal amount of the Loan Notes 2021 has become due and payable. The Loan Notes due 2021 mature on September 15, 2021.
The Note Purchase and Private Shelf Agreement contains the same customary covenants and events of default as for the Note Purchase Agreement. The Note Purchase and Private Shelf Agreement also requires us to maintain compliance with the same, interest and leverage ratios as for the Note Purchase Agreement. Amounts drawn under the Shelf Facility in June 2016 were used to facilitate an extension of the maturity of $50 million of the outstanding principal amount of the Loan Notes due 2018.
We have been in compliance with the covenants under the Note Purchase and Private Shelf Agreement throughout all of the quarterly measurement dates from and including September 30, 2014, to December 31, 2018.
The Loan Notes due 2021 and Shelf Facility and the Note Purchase and Private Shelf Agreement are governed by the law of the State of New York.
Senior Facilities Agreement
Overview.    On May 13, 2011, we entered intoA new Senior Facilities Agreement was signed in October 2021, for more information see ITEM 8 Note 11.
Structure.    At December 31, 2022 the Senior Facilities Agreement with Lloyds TSB Bank plc, Clydesdale Bank PLC and Bank of America, N.A. Lloyds TSB Bank plc and Clydesdale Bank PLC were Mandated Lead Arrangers under the Senior Facilities Agreement. This agreement has been subject to a series of amendments. The most significant of these amendments were dated March 25, 2014, when two new banks, Santander U.K. plc and National Westminster Bank plc (a subsidiary of The Royal Bank of Scotland plc), joined the banking syndicate and July 31, 2017, when two banks left the banking syndicate, Santander U.K. plc and Bank of America, N.A., and were replaced by two new banks, Citibank, N.A and HSBC Bank plc.
The following is a summary of the terms of the Senior Facilities Agreement, as amended, that we believe are the most important. We have included the Senior Facilities Agreement as an exhibit to this Annual Report and refer you to the exhibit for more information on the Senior Facilities Agreement.
Structure.    The current Senior Facilities Agreement provides $150provided $100 million of committed debt facilities in the form of a multi-currency (GBP sterling, U.S. dollars or euros) Revolving Credit FacilityRCF and an additional $50 million of uncommitted facilities through an accordion clause. In January 2023, we increased the RCF to $125 million and a subsequent reduction in the uncommitted facility to $25 million. The amended facilities mature July 31, 2022.in October 2026. As of December 31, 2018,2022, we had drawn down $nil$31.9 million under the Revolving Credit Facility (December 31, 2017: $21.32021: $10.8 million).
Availability.    The facility is used for loans and overdrafts. Amounts unutilized under the Revolving Credit FacilityRCF (or, if the case, under the revolving portion of the Accordion)accordion) are allocated to ancillary facilities available under the Senior Facilities Agreement in connection with overdraft facilities, bilateral loan facilities and letter of credit facilities. As of December 31, 2018,2022, we had drawn down $nil$1.8 million under the ancillary facilities (December 31, 2017: $21.32021: $2.2 million). We may use amounts drawn under the Revolving Credit FacilityRCF for our general corporate purposes and certain capital expenditures, as well as for the financing of permitted acquisitions and reorganizations. As of December 31, 2018, $150.02022, $68.1 million (net of $31.9 million drawn down) was available under the Revolving Credit Facility.RCF. The last daymonth in which we may draw funds from the Revolving Credit FacilityRCF is June 30, 2022.September 2026.
The Company hasalso had a separate (uncommitted) bonding facility for bank guarantees and documentary letters of creditguarantees; denominated in GBP sterling of £10.0totaling £0.5 million ($12.80.6 million), of which £1.2 and £0.1 million ($1.50.2 million) was drawn as ofutilized at December 31, 2018. The amount drawn on the bonding facility as of December 31, 2017, was £1.0 million ($1.4 million).2022.

Interest rates and fees.    Borrowings under the facility bear an interest rate equal to an applicable margin plus either EURIBOR, in the case of amounts drawn in euros, or LIBOR,SONIA (Sterling Overnight Index Average), in the case of amounts drawn in GBP sterling or U.S. dollars.
The applicable base margin for the Revolving Credit Facility is subject to adjustment each quarter end based on our leverage ratio, which is defined in the Senior Facilities Agreement as the ratio of the Total Net Debt to Adjusted Acquisition EBITDA (each as defined in the Senior Facilities Agreement) in respect of the rolling 12-month period ending on the last day of the relevant quarter.
The tables below sets out the range of ratios and the related margin percentage currently in effect.
LeverageLeverageMargin
(% per annum)
Greater than 3.0:2.5:12.902.75 
Less than or equal to 3.0:1, but greater than 2.5:12.50
Less than or equal to 2.5:1, but greater than 2.0:12.252.50 
Less than or equal to 2.0:1, but greater than 1.5:12.002.25 
Less than or equal to 1.5:1, but greater than 1.0:11.752.00 
Less than or equal to 1.0:11.501.75 
As of December 31, 2018,2022, we had drawn down $nil$31.9 million under the Revolving Credit FacilityRCF (December 31, 2017: $21.32021: $10.8 million). A commitment fee is levied each quarter against any unutilized element of the Revolving Credit Facility,RCF, excluding overdraft or ancillary facilities. This was calculated at 40% of the applicable margin in force before the July 2017 amendment, following which it is now calculated at 35% of the applicable margin in force. During 2018, this fee percentage ranged between 0.6 and 0.7%.
Guarantees and security.    The renegotiated Senior Facilities Agreement, agreed in November 2012, removed all U.K. and U.S. security debentures from the agreement together with the cancellation of all share pledges, with no change to this in the March 2014 and July 2017 amendments.
Repayment of principal.    Any amounts borrowed under the Revolving Credit Facility must be paid at the end of an interest period agreed between the borrower (and Luxfer Holdings PLC acting on its behalf) and the agent when the loan is made.
Change of control.In the event of a sale of all or substantially all of our business and / or assets, or if any person or group of persons acting in concert gains direct or indirect control (as defined in the Senior Facilities Agreement) of Luxfer Holdings PLC, we will be required to immediately repay all outstanding amounts under the Revolving Credit FacilityRCF (and, if the case, the Accordion)accordion) and the ancillary facilities under the Senior Facilities Agreement.
Certain covenants and undertakings.    The Senior Facilities Agreement contains a number of additional undertakings and covenants that, among other things, restrict, subject to certain exceptions, us and our subsidiaries' ability to:
engage in mergers, demergers, consolidations or deconstructions;
change the nature of our business;
make certain acquisitions;
participate in certain joint ventures;
grant liens or other security interests on our assets;
sell, lease, transfer or otherwise dispose of assets, including receivables;
enter into certain non-arm's-length transactions;
grant guarantees;
pay off certain existing indebtedness;
make investments, loans or grant credit;
repurchase our shares;
issue shares or other securities; and
redeem, repurchase, decease, retire or repay any of our share capital.


We are permitted to dispose of assets up to $25 million in aggregate until July 2022, without restriction as to the use of the proceeds under the Senior Facilities Agreement. Above this level, we would need to seek agreement from the majority of the lenders under the Senior Facilities Agreement. In addition, we may pay dividends, subject to certain limitations.
In addition, the Senior Facilities Agreement requires us to maintain compliance with an interest coverage ratio and a leverage ratio. The interest coverage ratio measures our EBITDA (as defined in the Senior Facilities Agreement) to Net Finance Charges (as defined in the Senior Facilities Agreement). We are required to maintain a minimum interest coverage ratio of 4.0:1. The leverage ratio measures our Total Net Debt (as defined in the Senior Facilities Agreement) to the Relevant Period Adjusted Acquisition EBITDA (as defined in the Senior Facilities Agreement). We are required to maintain a leverage ratio of no more than 3.0:1.
Any breach of a covenant in the Senior Facilities Agreement could result in a default under the Senior Facilities Agreement, in which case lenders could elect to declare all borrowed amounts immediately due and payable if the default is not remedied or waived within any applicable grace periods. Additionally, our and our subsidiaries' ability to make investments, incur liens and make certain restricted payments is also tied to ratios based on EBITDA.
We have been in compliance with the covenants under the Senior Facilities Agreement throughout all of the quarterly measurement dates from and including September 30, 2011, to December 31, 2018.2022.
Events of default.    The Senior Facilities Agreement contains customary events of default, in each case with customary and appropriate grace periods and thresholds, including, but not limited to:
38
non-payment of principal, interest or commitment fee;

violation of covenants or undertakings;
representations, warranties or written statements being untrue;
cross default and cross acceleration;
certain liquidation, insolvency, winding-up, attachment and bankruptcy events;
certain litigation, arbitration, administrative or environmental claims having a material adverse effect on us or any of our subsidiaries;
qualification by the auditors of our consolidated financial statements which is materially adverse to the interests of the lenders;
certain change of control events;
cessation of business;
material adverse change; and
certain ERISA matters.
Upon the occurrence of an event of default under the Senior Facilities Agreement, the lenders will be able to terminate the commitments under the senior secured credit facilities, and declare all amounts, including accrued interest, to be due and payable and to take certain other actions.
The Senior Facilities Agreement is governed by English law. For more information see ITEM 8, Note 11.

Dividends
We paid dividends in 20182022 of $13.4$14.2 million (2017: $13.3 (2021: $13.6 million), or $0.50$0.515 (2021: $0.50) per ordinary share.
Any payment of dividends is also subject to the provisions of the U.K. Companies Act, according to which dividends may only be paid out of profits available for distribution determined by reference to financial statements prepared in accordance with the Companies Act and IFRS as adopted by the E.U.,International Accounting Standards Board, which differ in some respects from U.S. GAAP. In the event that dividends are paid in the future, holders of the ordinary shares will be entitled to receive payments in U.S. dollars in respect of dividends on the underlying ordinary shares in accordance with the deposit agreement. Furthermore, because we are a holding company, any dividend payments would depend on cash flows from our subsidiaries.
Authorized shares
Our authorized share capital consists of 40.0 million ordinary shares with a par value of £0.50 per share.

Contractual obligations
The following summarizes our significant contractual obligations that impact our liquidity:
 Payments Due by Period
In millionsTotalLess than
1 year		1 – 3
years		3 – 5
years		After
5 years
Contractual cash obligations     
Loan Notes due 202325.0 25.0 — — — 
Loan Notes due 202625.0 — — 25.0 — 
Revolving Credit Facility31.9 — — 31.9 — 
Obligations under operating leases29.9 5.1 10.1 5.3 9.4 
Capital commitments1.4 1.4 — — — 
Interest payments13.2 4.0 6.6 2.6 — 
Total contractual cash obligations$126.4 $35.5 $16.7 $64.8 $9.4 
  Payments Due by Period 
  Total 
Less than
1 year
 
1 – 3
years
 
3 – 5
years
 
After
5 years
 
  (in $ million) 
 Contractual cash obligations 
  
  
  
  
 
 Loan Notes due 202125.0
 —
 —
 25.0
 —
 
 Loan Notes due 202325.0
 —
 —
 25.0
 —
 
 Loan Notes due 202625.0
 —
 —
 —
 25.0
 
 Deferred contingent consideration0.9
 0.9
 —
 —
 —
 
 Obligations under operating leases27.4
 4.2
 7.4
 5.4
 10.4
 
 Capital commitments2.5
 2.5
 —
 —
 —
 
 Interest payments17.3
 3.4
 6.5
 4.3
 3.1
 
 Total contractual cash obligations$123.1
 $11.0
 $13.9
 $59.7
 $38.5
 
            

Off-balance sheet measures
At December 31, 2018,2022, we had no off-balance sheet arrangements.arrangements other than the three bonding facilities as described above.

COMMTIMENTSCOMMITMENTS AND CONTINGENCIES
Operating lease commitments                                            
Rental expense under operating leases was as follows:
 In millionsDecember 31, 2018 December 31, 2017 December 31, 2016 
 Minimum lease payments under operating leases recognized in the consolidated income statement$4.8
 $5.1
 $4.8
 
At December 31, 2018 the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, principally related to buildings, items of machinery and equipment and motor vehicles, falling due as follows:
 In millions 2019 2020 2021 2022 Thereafter Total 
 Minimum lease payments $4.2
 $4.1
 $3.3
 $2.7
 $13.1
 $27.4
 
   $4.2
 $4.1
 $3.3
 $2.7
 $13.1
 $27.4
 
Capital commitments
At December 31, 2018,2022, the Company had capital expenditure commitments of $2.5$1.4 million (2017: $0.6(2021: $1.5 million and 2016: $3.62020: $1.1 million) for the acquisitionpurchase of new plant and equipment.
Committed banking facilities
The Company refinanced in October 2021, see Note 11 for details of the refinance.
At December 31, 2018,2022 the Company had committed banking facilities of $150.0 million. The$100.0 million with an additional $50.0 million of uncommitted facilities were for providing loans and overdrafts, with a separate facility for letters of credit whichthrough an accordion provision. Of these committed facilities, $31.9 million was drawn at December 31, 2018, was £7.0 million ($8.9 million). Of the committed facilities, no loans were drawn and no letters of credit were utilized. The Company also has a separate bonding facility for bank guarantees denominated in GBP sterling of £3.0 million ($3.8 million), of which £1.5 million ($1.9 million) was utilized at December 31, 2018.2022.
At December 31, 2017,2021, the Company had committed banking facilities of $150.0 million. The$100.0 million with an additional $50.0 million of uncommitted facilities were for providing loans and overdrafts, with a separate facility for letters of credit which at December 31, 2017, was £7.0 million ($9.5 million).through an accordion provision. Of the committed facilities, $21.3$10.8 million of loans werewas drawn and $nil for letters of credit were utilized. The Company also has a separate bonding facility for bank guarantees denominated in GBP sterling of £3.0 million ($4.1 million), of which £1.0 million ($1.4 million) was utilized at December 31, 2017.2021.


Aborted Acquisition of Neo Performance Materials Inc.
39
On March 10, 2019 we executed a termination agreement in respect of the proposed acquisition of Neo Performance Materials Inc., announced in December 2018. Under the terms of the agreement we are committed to make a payment of up to $3.5 million to cover Neo's costs.

Contingencies
In February 2014,November 2018, an alleged explosion occurred at a cylinder was sold tothird-party waste disposal and treatment site in Grand View, Idaho, reportedly causing property damage, personal injury, and one fatality. We contracted with a long-term customerservice company for removal and ruptureddisposal of certain waste resulting from the magnesium powder manufacturing operations at one of their gas facilities. As a result ofthe Reade facility in Manchester, New Jersey. We believe this rupture, three people were noted to have minor injuries such as loss of hearing. There was no major damage to assetsservice company, in turn, contracted with the third-party disposal company, at whose facility the explosion occurred, for treatment and disposal of the customer. A claim has been launchedwaste. In November 2020, we were named as a defendant in three lawsuits in relation to the incident – one by the three people who were injured in the incident and a prosecutor has been appointed. We reviewed our quality control checks from around the time which the cylinder was produced and no instances of failures have been noted. It has also been notedthird-party disposal company, one by the investigator thatestate of the customer has poor qualitydecedent, and safety checks. As a result we do notone by an injured employee of the third-party disposal company. We believe that we are not liable for the incident, have asserted such, and therefore,continue to fully defend the Company against these lawsuits. Therefore, we do not currently expect this caseany eventual outcome in these matters to have a material impact on the Company's financial position or results of operations.

NEW ACCOUNTING STANDARDS
See ITEM 8, Note 1 of the notes to the Consolidated Financial Statements, included in this Form 10-K, for information pertaining to recently adopted accounting standards or accounting standards to be adopted in the future.
CRITICAL ACCOUNTING POLICIESESTIMATES    
We have adopted various accounting policies to prepare the consolidated financial statements in accordance with GAAP. Our significant accounting policies are more fully described in ITEM 8, Note 1 of the Notes to Consolidated Financial Statements. Certain of our accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, terms of existing contracts, our observance of trends in the industry and information available from other outside sources, as appropriate. We consider an accounting estimate to be critical if:
•it requires us to make assumptions about matters that were uncertain at the time we were making the estimate; and
•changes in the estimate or different estimates that we could have selected would have had a material impact on our financial condition or results of operations.
Our critical accounting estimates include the following:
Impairment of goodwill and indefinite-lived intangiblesother identifiable intangible assets
Goodwill
Goodwill represents the excess of the cost of acquired businesses over the net of the fair value of identifiable tangible net assets and identifiable intangible assets purchased and liabilities assumed.
Goodwill is tested at least annually for impairment and is tested for impairment more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill is tested for impairment by either performing a qualitative evaluation or a quantitative test. The impairment testqualitative evaluation is performed using a two-step process. In the first step,an assessment of factors to determine whether it is more likely than not that the fair value of eacha reporting unit is compared with theless than its carrying amount, of the reporting unit, including goodwill. IfWe may elect not to perform the estimated fair value is less than the carrying amount of thequalitative assessment for some or all reporting unit there is an indication that goodwillunits and perform a quantitative impairment exists and a second step must be completed in order to determine the amount of the goodwill impairment, if any that should be recorded. In the second step, an impairment loss is recognized for any excess of the carrying amount of the reporting unit's goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation.
The fair value of each reporting unit is determined using a discounted cash flow analysis and market approach. Projecting discounted future cash flows requires us to make significant estimates regarding future revenues and expenses, projected capital expenditures, changes in working capital and the appropriate discount rate. Use of the market approach consists of comparisons to comparable publicly-traded companies that are similar in size and industry. Actual results may differ from those used in our valuations. This non-recurring fair value measurement is a "Level 3" measurement under the fair value hierarchy described in ITEM 8 - Note 10.
In developing our discounted cash flow analysis, assumptions about future revenues and expenses, capital expenditures and changes in working capital are basedtest. Management carried out its qualitative review on our annual operating plan and long-term business plan for each of our reporting units. These plans take into consideration numerous factors including historical experience, anticipated future economic conditions, changes in raw material prices and growth expectations for the industries and end markets we participate in. These assumptions are determined over a three year long-term

planning period. The three year growth rates for revenues and operating profits vary for each reporting unit being evaluated. Revenues and operating profit beyond 2022 are projected to grow at a perpetual growth rate of 2.2%.
Discount rate assumptions for each reporting unit take into consideration our assessment of risks inherent in the future cash flows of the respective reporting unit and our weighted-average cost of capital. We utilized discount rates ranging from 6.4% to 9.1% in determining the discounted cash flows in our fair value analysis.
We completed step one of our annual goodwill impairment evaluation as of the last day of the third quarter of 2018, 20172022 and 2016 with each2021, which showed no indicators of our reporting units' fair value being substantially in excess ofimpairment. As a result, the Company concluded its carrying value apart from our Superform business unit within the Gas Cylinders segment. This resulted in an impairment in full of $1.3 million, disclosed within impairment costs on the income statement.review and was not required to perform a quantitative review.

Identifiable intangible assets
Our primary identifiable intangible assets include: (i) customer relationships and technologytechnology; and (ii) traded related assets. Identifiable intangibles withAll our identifiable intangible assets have finite lives and are amortized and those identifiable intangibles with indefinite lives are not amortized.over that period. Identifiable intangible assets that are subject to amortization are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Identifiable intangible assets not subject to amortization are tested for impairment annually or more frequently ifNo such events warrant. We complete our annual impairment testoccurred during the fourth quarter each year for those identifiable assets not subject to amortization.ended December 31, 2022.

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Pension and other post-retirement plans
We sponsor U.S. and non-U.S. defined-benefit pension and other post-retirement plans. The amounts recognized in our consolidated financial statements related to our defined-benefit pension and other post-retirement plans are determined from actuarial valuations. Inherent in these valuations are assumptions, including: expected return on plan assets,(i) discount rates, rate of increase in future compensation levelsrates; (ii) inflation rates; (iii) pension increases; and health care cost trend rates.(iv) life expectancy. These assumptions are updated annually and are disclosed in ITEM 8, Note 1214 to the Notes to Consolidated Financial Statements. Differences in actual experience or changes in assumptions may affect ourcan have a material impact on the pension and other post-retirement obligations and future expense.
We recognize changes in the fair value of plan assets and net actuarial gains or losses for pension and other post-retirement benefits annually in the fourth quarter each year ("mark-to-market adjustment") and, if applicable, in any quarter in which an interim remeasurement is triggered. Net actuarial gains and losses occur when the actual experience differs from any of the various assumptions used to value our pension and other post-retirement plans or when assumptions change as they may each year. The primary factors contributing to actuarial gains and losses each year are (1)(i) changes in the discount rate used to value pension and other post-retirement benefit obligations as of the measurement date and (2)(ii) differences between the expected and the actual return on plan assets. This accounting method also results in the potential for volatile and difficult to forecast mark-to-market adjustments. The remaining components of pension expense, including service and interest costs and the expected return on plan assets, are recorded on a quarterly basis as ongoing pension expense.
Discount rate
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 Plan’s liabilities. This yield produced a weighted-average discount rate for our U.K. plans of 2.90% for 2018, 2.40%4.80% in 20172022, 1.90% in 2021 and 2.60%1.40% in 2016.2020. The discount rate on our U.S. plans was 4.20%5.10% in 2018, 3.60%2022, 2.70% in 20172021 and 4.20%2.30% in 2016.2020. There are no known or anticipated changes in our discount rate assumption that will impact our pension expense in 2019.2023.
To indicate the sensitivity of results to this assumption, a 0.1% per annum increase in the discount rate for our U.K. plans would reduce the value of the liabilities and therefore increase the pension surplus by approximately $2.4 million and increase the projected 2023 income statement credit by approximately $0.1 million.
Inflation rate
In September 2019, the UK Statistics Authority announced plans to reform the RPI inflation index. On November 25, 2020, the government and UK Statistics Authority confirmed these plans to reform the RPI index to bring it into line with the CPIH index from 2030, with no compensation for the holders of index-linked gilts. Inflation measured by the CPIH is consistently significantly lower than that measured by RPI, and therefore, these plans imply a significant expected reduction in RPI inflation from 2030 onwards. As a result we have taken a stepped approach and used different inflation rates pre and post 2030.
To indicate the sensitivity of results to the CPI assumption, a 0.1% per annum decrease in all CPI-linked assumptions, (including pension increases) for our U.K. plan, would reduce the value of the liabilities and therefore increase the pension surplus at December 31, 2022 by approximately $2.4 million and increase the projected 2023 income statement credit by approximately $0.1 million.
Pension increases
The pension increase assumptions have been set with reference to the corresponding CPI inflation assumption and take account of the caps and floors applicable to the various components of pension indexation.
Life expectancy
The life expectancies of male and female members aged 65 on 31 December 2022 are assumed to be 21.2 and 23.0 years, respectively, with the life expectancies of male and female members aged 65 on 31 December 2042 assumed to be 22.5 and 24.5 years, respectively.
To indicate the sensitivity of results to the life expectancy assumption, a one year increase in assumed life expectancy on the U.K. plan could increase the value of the liabilities and therefore decrease the pension surplus at December 31, 2022 by approximately $7.2 million.

41

Expected rate of return
Our expected rate of return on plan assets for our U.K. plans was 4.90% for 2018, 4.80%5.60% in 20172022, 3.30% in 2021 and 5.20%3.00% in 2016.2020. The expected rate of return on our U.S. plans was 6.20%4.70% in 2018, 6.00%2022, 2.50% in 20172021 and 6.30%5.00% in 2016.2020. The expected rate of return is designed to be a long-term assumption that may be subject to considerable year-to-year variance from actual returns. In developing the expected long-term rate of return, we considered our historical returns, with consideration given to forecast economic conditions, our asset allocations, input from external consultants and broader longer-term market indices.
See ITEM 8, Note 1214 of the Notes to Consolidated Financial Statements for further information regarding pension and other post-retirement plans.
Loss contingencies
Accruals are recorded for various contingencies, including legal proceedings, self-insurance and other claims that arise in the normal course of business. The accruals are based on judgment, the probability of losses and, where applicable, the consideration of opinions of internal and/or external legal counsel and actuariallyactuarial determined estimates. Additionally, we record receivables from third party insurers when recovery has been determined to be probable.

Income taxes
Income taxes are accounted for underOur critical judgment revolves around the assetrecognition of litigation and liability method. Deferred tax assets andenvironmental liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. When the Company does not believe that, on the basis of available information, it is more likely than not that deferred tax assets will be fully recovered, it recognizes a valuation allowance against its deferred tax assets to reduce the deferred tax assetsrelation to the amount more likely than notclosure of our French site. We have recognized a loss contingency of $3.3 million, for which we have engaged with external experts to be realized. The effect on deferred tax assets and liabilitiesassist with the valuation of a change in tax rates is recognized in income in the period that includes the enactments date.these liabilities.
Furthermore, a tax benefit from a tax position may be recognized in the financial statements only if it is more-likely-than-not that the position is sustainable, based solely on its technical merits and consideration of the relevant tax authority’s widely understood administrative practices and precedents. The tax benefit recognized, when the likelihood of realization is more likely-than-not (i.e. greater than 50 percent), is measured at the largest amount that is greater than 50 percent likely of being realized upon settlement.

42

Item 7A.    Quantitative and qualitative disclosures about market risk
Market risk is the potential economic loss arising from adverse changes in market rates and market prices such as interest rates, foreign currency exchange rates, commodity prices and changes in the market value of equity instruments. We are exposed to market risk, primarily related to foreign exchange, commodity prices and interest rates. Counterparties to all derivative contracts are major financial institutions. All instruments are entered into for other than trading purposes. The major accounting policies and utilization of these instruments is described more fully in ITEM 8, Note 1 of the Notes to Consolidated Financial Statements.
Foreign currency risk
We conduct business in various locations throughout the world and are subject to market risk due to changes in the value of foreign currencies in relation to our reporting currency, the U.S. dollar. Periodically, we use derivative financial instruments to manage these risks. The functional currencies of our foreign operating locations are generally the local currency in the country of domicile. We manage these operating activities at the local level and revenues, costs, assets and liabilities are generally denominated in local currencies, thereby mitigating the risk associated with changes in foreign exchange. However, our results of operations and assets and liabilities are reported in U.S. dollars and thus will fluctuate with changes in exchange rates between such local currencies and the U.S. dollar.
To hedge foreign currency risks, we enter into short duration currency contracts. The below table details the foreign currency contracts which we have in place over sales and purchases. Changes in the fair value of all derivatives are recognized immediately in income unless the derivative qualifies as a hedge of future cash flows. Gains and losses related to a hedge are deferred and recorded in the Consolidated Balance Sheets as a component of AOCIAccumulated Other Comprehensive Income ("AOCI") and are subsequently recognized in the Consolidated Statements of Income and Comprehensive Statements of Income / (Loss) when the hedged item affects earnings.

December 31, 2022
Sales hedgesU.S. dollarsEurosCanadian Dollars
Contract totals/£m13.412.80.1
Maturity dates01/23 to 03/2301/23 to 03/2301/23
Exchange rates$1.1207 to $1.2083€1.1234 to €1.1468$1.6320
Purchase hedgesU.S. dollarsEurosCanadian dollarsAustralian dollarsChinese yuan
Contract totals/£m9.2 2.6 9.5 1.01.6
Maturity dates01/23 to 04/2301/23 to 04/2301/2301/2301/23 to 03/23
Exchange rates$1.1040 to $1.2084€1.1437 to €1.2240$1.6796 to $1.6239$1.7787¥8.3906 to ¥8.4126
December 31, 2021
Sales hedgesU.S. dollarsEurosJapanese Yen
Contract totals/£m5.0 9.8 0.1 
Maturity dates01/22 to 03/2201/22 to 03/2201/22 to 03/22
Exchange rates$1.3455 to $1.3788€1.1697 to €1.1906 ¥155.2443 to ¥156.6793
Purchase hedgesU.S. dollarsEurosCanadian dollarsAustralian dollarsChinese yuan
Contract totals/£m4.5 3.5 7.5 0.9 1.5 
Maturity dates01/22 to 04/2201/22 to 02/2201/2201/2203/22
Exchange rates$1.3451 to $1.3781€1.1812 to €1.1662$1.7172 to $1.6762$1.8598¥8.6126


43
  December 31, 2018 
 Sales hedgesU.S. dollars Euros 
 Contract totals/£m4.8
 7.2
 
 Maturity dates01/19 to 07/19
 01/19 to 07/19
 
 Exchange rates$1.2519 to $1.3419
 €1.0949 to €1.1702
 

 Purchase hedgesU.S. dollars Euros Canadian dollars Czech koruna 
 Contract totals/£m7.5
 1.7
 2.9
 0.1
 
 Maturity dates01/19 to 07/19
 01/19 to 06/19
 01/19 to 03/19
 01/19
 
 Exchange rates$1.2609 to $1.3380
 €1.1074 to €1.1221
 $1.7039 to $1.7416
 CZK 28.4490
 
  December 31, 2017 
 Sales hedgesU.S. dollars Euros Australian dollars 
 Contract totals/£m17.1
 27.5
 2.8
 
 Maturity dates01/18 to 07/19
 01/18 to 07/19
 06/18
 
 Exchange rates$1.2433 to $1.3444
 €1.0949 to €1.1803
 $1.7667 
 Purchase hedgesU.S. dollars Euros Australian dollars 
 Contract totals/£m12.5
 0.1
 1.7
 
 Maturity dates01/18 to 07/19
 01/18
 06/18
 
 Exchange rates$1.2414 to $1.3389
 €1.1084
 1.7161
 

Commodity price risk
We are exposed to commodity price risks in relation to the purchases of our raw materials.
There is no financial market to hedge magnesium, zirconium raw materials or carbon fiber, and prices for these raw materials have been volatile in recent years, with substantial increases in the second half of 2021 and throughout 2022. To help mitigate these risks, we have a number of fixed-price supply contracts for a portion of these raw materials, which limits our exposure to price volatility over a calendar year. However, we remain exposed over time to rising prices in these markets, and therefore rely on the ability to pass on any major price increases to our customers in order to maintain our levels of profitability especially for for carbon fiber wrapped composite cylinders, zirconium, and magnesium-based products. We have also in the last few years, when we felt it was appropriate, made additional physical purchases of magnesium and some rare earth chemicals to delay the impact of higher prices, but this has had a cash flow impact on occasion, thereby leading to greater utilization of our revolving credit bank facilities.
Primary aluminum is a global commodity, with its principal trading market on the LME. In the normal course of business, we are exposed to aluminum price volatility to the extent that the costs of aluminum purchases are more closely related to the LME price than the sales prices of certain of our products. Our Gas Cylinders Segment will buy various aluminum alloys, in log, sheet, or tube form, and the contractual price will usually include an LME-linked base price plus a premium for a particular type of alloy, andas well as the cost of casting, rolling or extruding. The price of high-grade aluminum, which is actively traded on the LME, has fluctuated significantly in recent years. The price remains volatile and difficult to predict. Since aluminum is the Gas Cylinders Segment's largest single raw material cost, these fluctuations in the price of aluminum can affect this segment's and our financial results. In order to help mitigate this risk, we enter into LME-related transactions in the form of commodity contracts. Historically we have also ordered a certain amount of our aluminum billet purchases on a forward fixed price.
There is no similar financial market to hedge magnesium, zirconium raw materials or carbon fiber, and prices for these raw materials have been volatile in recent years with some increasing substantially. To help mitigate these risks, we have a number of fixed-price supply contracts for these raw materials, which limit our exposure to price volatility over a calendar year. However, we remain exposed over time to rising prices in these markets, and therefore rely on the ability to pass on any major price increases to our customers in order to maintain our levels of profitability for zirconium, and magnesium-based products. We have also in the last few years, when we felt it was appropriate, made additional physical purchases of magnesium and some rare earth chemicals to delay the impact of higher prices, but this has had a cash flow impact on occasion thereby leading to greater utilization of our revolving credit bank facilities.
Interest rate risk
As of December 31, 2018,2022, we had both fixed rate and variable rate debt outstanding on our consolidated balance sheet. As a result of this exposure, we have in the past hedged interest payable under our floating rate indebtedness based on a combination of forward rate agreements, interest rate caps and swaps. There were no fixed or variable rate interest hedge agreements in place as of December 31, 2018,2022, and December 31, 2017.2021.
The GroupLuxfer has exposure to variable interest rates when it draws down on the revolving credit facilities. As a result of this exposure, the Groupwe may decide to hedge interest payable based on a combination of forward rate agreements, interest rate caps and swaps. It has also used fixed rate debt within its financing structure to mitigate volatility in interest rate movements as disclosed in Note 10Notes 11 and 12 in the Notes to the Consolidated Financial Statements.
Total debt and debt funding to joint ventures and associates, at December 31, 2018, all related to fixed interest rate debt and so there was no interest rate risk at that date.





44

Item 8.        Financial Statements and Supplementary Data


Luxfer Holdings PLC
Index to Consolidated Financial Statements
Page
Page
Management's Annual Report on Internal Control over Financial Reporting49
Report of Independent Registered Public Accounting Firm (PCAOB ID: 876)50
46

Consolidated Statements of Income52
48

Consolidated Statements of Comprehensive Income / (Loss)53
49

Consolidated Balance Sheets54
50

Consolidated Statements of Cash Flows55
51

Consolidated Statements of Changes in Equity56
52

Notes to Consolidated Financial Statements57
53




Management's Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company as defined in Rules 13a-15(f) or 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our 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 accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Management has performed an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2018, based on the framework and criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
Based on this evaluation, management has concluded that our internal controls over financial reporting were effective as of December 31, 2018.
PricewaterhouseCoopers LLP, independent registered public accounting firm, has provided an attestation report on the Company's internal control over financial reporting. The Company's financial statements included in this annual report on Form 10-K also have been audited by PricewaterhouseCoopers LLP. Their report follows.
45
/s/Alok Maskara/s/ Heather Harding
Alok MaskaraHeather Harding
Chief Executive OfficerChief Financial Officer
March 11, 2019




Report of Independent Registered Public Accounting Firm


To the Board of Directors and Shareholders of Luxfer Holdings PLC


Opinions on the Financial Statements and Internal Control over Financial Reporting


We have audited the accompanying consolidated balance sheets of Luxfer Holdings PLC and its subsidiaries(the (the “Company”) as of December 31, 20182022 and 2017,2021, and the related consolidated statements of income, comprehensive income, / (loss), changes in equity and cashflowscash flows for each of the three years in the period ended December 31, 2018,2022, 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, 2018,2022, 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 consolidatedfinancial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20182022and 20172021, and the results of itsoperations and itscash flows for each of the three years in the period ended December 31, 20182022in 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, 2018,2022, 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 the accompanying Management’sManagement's Annual Report on Internal Control Over Financial Reporting.Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidatedfinancial 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 consolidatedfinancial 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.


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.













46

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.

Valuation of Pension Benefit Obligations

As described in Notes1 and 14 to the consolidated financial statements, the Company had pension benefit obligations of $258.2million as of December 31, 2022.As disclosed by management, the amounts in the consolidated financial statements related to the pension benefit obligations are determined from actuarial valuations. The valuation of the pension benefit obligations requires estimation in determining appropriate assumptions including: (i) discount rates; (ii) inflation rates; (iii) pension increases; and (iv) life expectancy. Differences in actual experience or changes in these assumptions can have a material impact on the determination of the liabilities in the Company’s pension schemes.

The principal considerations for our determination that performing procedures relating to the valuation of the pension benefit obligationsis a critical audit matter are the significant judgments and assumptions made by management, including the use of management’s specialists, when determining the pension benefit obligations. This in turn resulted in a high degree of auditor judgment, subjectivity and effort in performing procedures to evaluate management's significant assumptions for: (i) discount rates; (ii) inflation rates; (iii) pension increases; and (iv) life expectancy. The audit effort involved the use of professionals with specialized skill and knowledge.

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 valuation of the pension benefit obligations. These procedures alsoincluded, among others, testing the completeness, accuracy and relevance of the underlying data used in the valuation of the pension benefit obligations. With the assistance of professionals with specialized skill and knowledge, these procedures also included (i) testing management’s process for estimating the pension benefit obligations, (ii) evaluating the reasonableness of the assumptions used in calculating the pension benefit obligations, including the discount rates, inflation rates, pension increases, and life expectancy assumptions; and (iii) assessing the appropriateness of management’s methodology in line with the requirements of ASC 715 Compensation — Retirement Benefits.


/s/ PricewaterhouseCoopers LLP
Manchester, United Kingdom
March 11, 20191, 2023


We have served as the Company’s auditor since 2015.

47


LUXFER HOLDINGS PLC
CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31,
In millions, except share and per-share data202220212020
Net sales$423.4 $374.1 $324.8 
Cost of sales(328.4)(278.1)(243.9)
Gross profit95.0 96.0 80.9 
Selling, general and administrative expenses(43.1)(47.3)(39.8)
Research and development(4.9)(3.9)(3.3)
Restructuring charges(1.9)(6.2)(8.9)
Acquisitions and disposals costs(0.3)(1.5)— 
Other income— 0.2 — 
Other charges— (1.1)(0.4)
Operating income44.8 36.2 28.5 
Interest expense(3.9)(3.1)(5.0)
Defined benefit pension credit0.1 2.3 4.3 
Income before income taxes and equity in net income of affiliates41.0 35.4 27.8 
Provision for income taxes(9.0)(5.4)(6.9)
Income before equity in net income of affiliates32.0 30.0 20.9 
Equity in loss of affiliates (net of tax)— — (0.1)
Net income from continuing operations32.0 30.0 20.8 
Net gain on disposition of discontinued operations— 6.6 — 
Net loss from discontinued operations(5.1)(6.7)(0.8)
Net income$26.9 $29.9 $20.0 
Earnings / (loss) per share(1)
Basic from continuing operations1.17 1.08 0.75 
Basic from discontinued operations(0.19)— (0.03)
Basic$0.99 $1.08 $0.73 
Diluted from continuing operations1.16 1.07 0.74 
Diluted from discontinued operations(0.19)— (0.03)
Diluted$0.98 $1.07 $0.72 
Weighted average ordinary shares outstanding
Basic27,304,847 27,698,691 27,557,219 
Diluted27,541,202 28,032,506 27,971,382 
   Years Ended December 31, 
 In millions, except share and per-share data 2018 2017 2016 
 Net sales $487.9
 $441.3
 $414.8
 
 Cost of goods sold (365.8) (332.7) (320.2) 
 Gross profit 122.1
 108.6
 94.6
 
 Selling, general and administrative expenses (60.8) (68.1) (56.2) 
 Research and development (6.4) (7.8) (7.6) 
 Restructuring charges (13.4) (8.4) (0.4) 
 Impairment charges (7.2) (3.7) —
 
 Acquisition related (costs) / credits (4.3) 1.3
 —
 
 Other general income —
 —
 2.5
 
 Operating income 30.0
 21.9
 32.9
 
 Interest expense (5.0) (6.6) (6.3) 
 Interest income 0.4
 0.3
 0.3
 
 Defined benefit pension credit / (expense) 4.7
 4.2
 (2.8) 
 Income before income taxes and equity in net income of affiliates 30.1
 19.8
 24.1
 
 Provision for income taxes (5.5) (3.3) (6.8) 
 Income before equity in net income of affiliates 24.6
 16.5
 17.3
 
 Equity in income of affiliates (net of tax) 0.4
 0.1
 0.5
 
 Net income $25.0
 $16.6
 $17.8
 
         
 Earnings per share       
 Basic $0.94
 $0.63
 $0.67
 
 Diluted $0.90
 $0.62
 $0.67
 
 Weighted average ordinary shares outstanding       
 Basic 26,708,469
 26,460,947
 26,443,662
 
 Diluted 27,692,262
 26,723,981
 26,654,638
 
(1) The calculation of earnings per share is performed separately for continuing and discontinued operations. As a result, the sum of the two in any particular year may not equal the earnings-per-share amount in total.


See accompanying notes to consolidated financial statements

48

LUXFER HOLDINGS PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME / (LOSS)
Years Ended December 31,
In millions202220212020
Net income$26.9 $29.9 $20.0 
Other comprehensive (loss) / income
Net change in foreign currency translation adjustment(13.2)(0.8)3.8 
Pension and post-retirement actuarial gains / (losses), net of $3.1, $10.6 and $4.8 of tax, respectively8.8 31.6 (20.0)
Other comprehensive (loss) / income net of tax(4.4)30.8 (16.2)
Total comprehensive income$22.5 $60.7 $3.8 
   Years Ended December 31, 
 In millions 2018 2017 2016 
 Net income $25.0
 $16.6
 $17.8
 
         
 Other comprehensive (loss) / income       
 Net change in foreign currency translation adjustment (6.4) 11.9
 (14.8) 
 Pension and post-retirement actuarial gains / (losses), net of $0.3, $0.6 and $(2.9) tax, respectively 1.1
 3.3
 (17.2) 
 Cash flow hedges, net of $0.0, $0.6 and $0.0 of tax, respectively (0.6) 3.1
 0.2
 
 Other comprehensive (loss) / income, net of tax (5.9) 18.3
 (31.8) 
         
 Total comprehensive income / (loss) $19.1
 $34.9
 $(14.0) 


See accompanying notes to consolidated financial statements



49

LUXFER HOLDINGS PLC
CONSOLIDATED BALANCE SHEETS
December 31,
In millions, except share and per-share data20222021
Current assets
Cash and cash equivalents$12.6 $6.2 
Restricted cash0.3 0.2 
Accounts and other receivables, net of allowances of $0.4 and $0.8, respectively67.8 57.8 
Inventories111.1 90.5 
Current assets held-for-sale9.3 8.5 
Total current assets201.1 163.2 
Non-current assets
Property, plant and equipment, net77.7 87.5 
Right-of-use assets from operating leases19.8 12.6 
Goodwill65.6 69.7 
Intangibles, net12.5 13.7 
Deferred tax assets3.0 8.0 
Pensions and other retirement benefits27.0 13.7 
Investments and loans to joint ventures and other affiliates0.4 0.4 
Total assets$407.1 $368.8 
Current liabilities
Current maturities of long-term debt and short-term borrowings$25.0 $— 
Accounts payable37.8 31.7 
Accrued liabilities29.4 28.2 
Taxes on income1.8 3.0 
Current liabilities held-for-sale5.0 1.4 
Other current liabilities11.2 19.6 
Total current liabilities110.2 83.9 
Non-current liabilities
Long-term debt56.2 59.6 
Pensions and other retirement benefits4.5 1.9 
Deferred tax liabilities9.9 2.7 
Other non-current liabilities19.0 11.6 
Total liabilities$199.8 $159.7 
Commitments and contingencies (Note 19)
Shareholders' equity
Ordinary shares of £0.50 par value; authorized 40,000,000 shares for 2022 and 2021; issued and outstanding 28,944,000 shares for 2022 and 2021$26.5 $26.5 
Deferred shares of £0.0001 par value; authorized, issued and outstanding 761,835,318,444 shares for 2021— 149.9 
Additional paid-in capital221.4 70.9 
Treasury shares(20.4)(9.6)
Company shares held by ESOP(1.0)(1.1)
Retained earnings120.2 107.5 
Accumulated other comprehensive loss(139.4)(135.0)
Total shareholders' equity$207.3 $209.1 
Total liabilities and shareholders' equity$407.1 $368.8 
   December 31, 
 In millions, except share and per-share data 2018 2017 
 Current assets     
 Cash and cash equivalents $13.8
 $12.6
 
 Restricted cash 0.3
 0.7
 
 Accounts and other receivables, net of allowances of $2.4 and $4.1 respectively 62.7
 72.4
 
 Inventories 93.6
 82.2
 
 Investments and loans to joint ventures and other affiliates —
 1.6
 
 Other current assets 10.7
 1.2
 
 Total current assets $181.1
 $170.7
 
 Non-current assets     
 Property, plant and equipment, net $106.9
 $129.1
 
 Goodwill 67.6
 71.2
 
 Intangibles, net 14.6
 16.1
 
 Deferred tax assets 18.6
 20.8
 
 Investments and loans to joint ventures and other affiliates 1.6
 7.6
 
 Other non-current assets —
 0.3
 
 Total assets $390.4
 $415.8
 
 Current liabilities     
 Current maturities of long-term debt and short-term borrowings $3.5
 $19.2
 
 Accounts payable 36.9
 28.4
 
 Accrued liabilities 33.8
 29.7
 
 Taxes on income 1.6
 0.3
 
 Other current liabilities 11.9
 6.4
 
 Total current liabilities $87.7
 $84.0
 
 Non-current liabilities     
 Long-term debt $73.6
 $94.6
 
 Pensions and other retirement benefits 40.0
 55.3
 
 Deferred tax liabilities 3.5
 4.2
 
 Other non-current liabilities 1.3
 3.2
 
 Total liabilities $206.1
 $241.3
 
 Shareholders' equity     
 Ordinary shares of £0.50 par value; authorized 40,000,000 shares for 2018 and 2017; issued and outstanding 29,000,000 shares for 2018 and 27,136,799 shares for 2017 $26.6
 $25.3
 
 Deferred shares of £0.0001 par value; authorized 761,845,318,444; issued and outstanding 761,835,338,444 shares for 2018 and authorized 769,423,688,000; issued and outstanding 769,413,708,000 shares for 2017 149.9
 150.9
 
 Additional paid-in capital 65.6
 62.1
 
 Treasury shares (4.3) (5.8) 
 Own shares held by ESOP (2.2) (1.0) 
 Retained earnings 95.3
 83.7
 
 Accumulated other comprehensive loss (146.6) (140.7) 
 Total shareholders' equity $184.3 $174.5 
 Total liabilities and shareholders' equity $390.4 $415.8 

See accompanying notes to consolidated financial statements

50

LUXFER HOLDINGS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31,
In millions202220212020
Operating activities
Net income$26.9 $29.9 $20.0 
Net loss from discontinued operations5.1 0.1 0.8 
Net income from continuing operations32.0 30.0 20.8 
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities
   Equity in loss of affiliates— — 0.1 
   Depreciation12.9 14.7 12.6 
   Amortization of purchased intangible assets0.7 0.9 0.7 
   Amortization of debt issuance costs0.5 0.5 0.4 
   Share-based compensation charge2.5 2.8 2.8 
   Deferred income taxes8.7 (1.6)4.8 
   Loss on disposal of property, plant and equipment— — 0.1 
   Loss on disposal of business1.0 — — 
   Defined benefit pension expense / (credit)0.1 (1.9)(3.9)
   Defined benefit pension contributions(0.4)(18.2)(5.8)
Changes in assets and liabilities, net of effects of business acquisitions
   Accounts and notes receivable(27.2)(9.8)10.7 
   Inventories(25.0)(15.3)9.5 
  Current assets held-for-sale(3.3)(2.9)10.0 
  Other current assets— 1.3 (0.4)
   Accounts payable21.3 11.4 (12.9)
   Accrued liabilities2.4 7.5 (1.9)
  Current liabilities held-for-sale0.9 (1.8)2.3 
   Other current liabilities(8.8)8.4 0.2 
   Other non-current assets and liabilities(2.5)— (0.8)
Net cash provided by operating activities - continuing15.8 26.0 49.3 
Net cash provided by operating activities - discontinued0.1 0.1 0.3 
Net cash provided by operating activities15.9 26.1 49.6 
Investing activities
Capital expenditures(8.3)(9.1)(8.0)
Proceeds from sale of property, plant and equipment3.7 — — 
Proceeds from sale of businesses— 23.4 1.5 
Settlements from sale of businesses(1.0)— — 
Acquisitions, net of cash acquired— (19.3)— 
Net cash used for investing activities - continuing(5.6)(5.0)(6.5)
Net cash used for investing activities - discontinued(0.1)(0.1)(0.3)
Net cash used for investing activities(5.7)(5.1)(6.8)
Financing activities
Net drawdowns / (repayments) of long-term borrowings24.8 6.4 (38.2)
Debt issuance costs— (1.0)— 
Deferred consideration paid— — (0.4)
Proceeds from sale of shares— — 1.1 
Dividends paid(14.2)(13.6)(13.6)
Share-based compensation cash paid(1.4)(1.5)(1.4)
Repurchase of deferred shares(0.1)— — 
Repurchase of ordinary shares(11.1)(6.4)— 
Net cash used for financing activities(2.0)(16.1)(52.5)
Effect of exchange rate changes on cash and cash equivalents(1.7)— 0.9 
Net increase / (decrease)6.5 4.9 (8.8)
Cash, cash equivalents and restricted cash; beginning of year6.4 1.5 10.3 
Cash, cash equivalents and restricted cash; end of year$12.9 $6.4 $1.5 
Supplemental cash flow information:
Interest payments$4.0 $3.2 $5.1 
Income tax payments0.6 5.3 2.1 
See accompanying notes to consolidated financial statements
51
   Years Ended December 31, 
 In millions 2018 2017 2016 
 Operating activities       
 Net income $25.0
 $16.6
 $17.8
 
 Adjustments to reconcile net income to net cash provided by (used for) operating activities       
    Equity income of unconsolidated affiliates (0.4) (0.1) (0.5) 
    Depreciation 17.8
 17.0
 17.0
 
    Amortization of purchased intangible assets 1.2
 1.3
 1.1
 
    Amortization of debt issuance costs 0.3
 0.6
 0.5
 
    Share-based compensation charge 4.8
 3.1
 1.4
 
    Deferred income taxes 0.2
 (2.7) 2.9
 
    Loss / (gain) on disposal of property, plant and equipment 0.3
 0.1
 (1.9) 
  �� Asset impairment charges 13.9
 5.9
 —
 
    Pension and other post-retirement expense 0.4
 0.6
 7.2
 
    Pension and other post-retirement contributions (12.3) (12.9) (10.9) 
 Changes in assets and liabilities, net of effects of business acquisitions       
    Accounts and notes receivable 5.8
 (11.5) (2.9) 
    Inventories (15.5) 4.9
 4.5
 
    Other current assets 1.1
 1.3
 (1.5) 
    Accounts payable 7.3
 1.5
 (9.0) 
    Accrued liabilities 4.8
 14.0
 (4.1) 
    Other current liabilities 9.9
 (2.0) 0.2
 
    Other non-current assets and liabilities (1.4) 1.1
 (1.2) 
 Net cash provided by operating activities $63.2
 $38.8
 $20.6
 
 Investing activities       
 Capital expenditures $(13.9) $(10.5) $(16.6) 
 Proceeds from sale of property, plant and equipment 0.1
 0.1
 3.4
 
 Proceeds from sale of businesses and other —
 0.1
 —
 
 Investments in unconsolidated affiliates 1.1
 (1.0) 1.0
 
 Acquisitions, net of cash acquired 2.7
 (4.7) (0.3) 
 Net cash used for investing activities $(10.0) $(16.0) $(12.5) 
 Financing activities       
 Net (repayments) / drawdowns in short term borrowings $(15.7) $4.2
 $—
 
 Net repayments of long-term borrowings (21.3) (13.4) (8.5) 
 Debt issuance costs —
 (0.6) (0.2) 
 Deferred consideration paid (0.8) (1.4) —
 
 Proceeds from issue of share capital 6.6
 —
 —
 
 Dividends paid (13.4) (13.3) (13.3) 
 Share based compensation cash paid
(7.3)
(0.6)
(0.2) 
 Repurchases of ordinary shares —
 —
 (7.3) 
 Net cash used for financing activities $(51.9) $(25.1) $(29.5) 
 Effect of exchange rate changes on cash and cash equivalents (0.5) 2.0
 (1.9) 
 Net increase / (decrease) $0.8
 $(0.3) $(23.3) 
 Cash, cash equivalents and restricted cash; beginning of year 13.3
 13.6
 36.9
 
 Cash, cash equivalents and restricted cash; end of year 14.1
 13.3
 13.6
 
         
 Supplemental cash flow information:       
 Interest payments $4.6
 $6.2
 $6.4
 
 Income tax payments 2.9
 4.1
 5.4
 

LUXFER HOLDINGS PLC
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
In millions,Ordinary
shares		Deferred
shares		Additional paid-in capitalTreasury shares NumberTreasury shares AmountCompany shares held by ESOP NumberCompany shares held by ESOP AmountRetained
earnings		Accumulated other comprehensive lossTotal
shareholders'
equity
At January 1, 2020$26.6 $149.9 $68.4 (0.4)$(4.0)(1.2)$(1.7)$84.8 $(149.6)$174.4 
Net income— — — — — — — 20.0 — 20.0 
Shares sold from ESOP— — 0.8 — — 0.1 0.3 — — 1.1 
Other comprehensive loss, net of tax— — — — — — — — (16.2)(16.2)
Dividends declared and paid— — — — — — — (13.6)— (13.6)
Share-based compensation— — 2.8 — — — — — — 2.8 
Utilization of treasury shares to satisfy share-based compensation— — (0.1)— — — — — (0.1)
Utilization of shares from ESOP to satisfy share-based compensation— — (1.3)— — 0.1 — — — (1.3)
At December 31, 2020$26.6 $149.9 $70.6 (0.4)$(4.0)(1.0)$(1.4)$91.2 $(165.8)$167.1 
Net income— — — — — — — 29.9 — 29.9 
Other comprehensive income, net of tax— — — — — — — — 30.8 30.8 
Dividends declared and paid— — — — — — — (13.6)— (13.6)
Share-based compensation— — 2.8 — — — — — — 2.8 
Utilization of treasury shares to satisfy share-based compensation— — (0.1)— 0.1 — — — — — 
Utilization of shares from ESOP to satisfy share-based compensation— — (1.8)— — 0.2 0.3 — — (1.5)
Repurchase of ordinary shares— — — (0.3)(6.4)— — — — (6.4)
Cancellation of ordinary shares(0.1)— (0.6)0.1 0.7 — — — — — 
At December 31, 2021$26.5 $149.9 $70.9 (0.6)$(9.6)(0.8)$(1.1)$107.5 $(135.0)$209.1 
Net income for the year— — — — — — — 26.9 — 26.9 
Other comprehensive loss, net of tax— — — — — — — — (4.4)(4.4)
Dividends declared— — — — — — — (14.2)— (14.2)
Share-based compensation charges— — 2.5 — — — — — — 2.5 
Utilization of treasury shares to satisfy share-based compensation— — (0.7)— 0.3 — — — — (0.4)
Utilization of shares from ESOP to satisfy share-based compensation— — (1.1)— — 0.1 0.1 — — (1.0)
Repurchase of ordinary shares— — — (0.7)(11.1)— — — — (11.1)
Cancellation of deferred shares— (149.9)149.8 — — — — — — (0.1)
At December 31, 2022$26.5 $— $221.4 (1.3)$(20.4)(0.7)$(1.0)$120.2 $(139.4)$207.3 
See accompanying notes to consolidated financial statements

52
LUXFER HOLDINGS PLC
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
 In millions, 
Ordinary
share
capital
 
Deferred
share
capital
 Additional paid-in capital Treasury shares NumberTreasury shares Amount Own shares held by ESOP NumberOwn shares held by ESOP Amount 
Retained
earnings
 Accumulated other comprehensive loss 
Total
equity
 
 At January 1, 2016 $25.3
 $150.9
 $60.3
 (0.1)$(1.3) —
$(0.2) $76.0
 $(127.2) $183.8
 
 Net income —
 —
 —
 —
—
 —
—
 17.8
 —
 17.8
 
 Other comprehensive loss, net of tax —
 —
 —
 —
—
 —
—
 —
 (31.8) (31.8) 
 Dividends declared and paid —
 —
 —
 —
—
 —
—
 (13.3) —
 (13.3) 
 Share based compensation —
 —
 1.2
 —
—
 —
—
 —
 —
 1.2
 
 Arising from issue of share capital —
 —
 —
 (0.5)(6.3) —
—
 —
 —
 (6.3) 
 Common shares repurchased and classified as treasury shares —
 —
 —
 —
—
 (0.1)(1.0) —
 —
 (1.0) 
 Purchase of shares from ESOP —
 —
 (0.6) —
0.5
 —
—
 0.1
 —
 —
 
 Utilization of treasury shares to satisfy share based compensation —
 —
 (0.9) —
—
 —
0.7
 0.2
 —
 —
 
 At December 31, 2016 $25.3
 $150.9
 $60.0
 (0.6)$(7.1) (0.1)$(0.5) $80.8
 $(159.0) $150.4
 
 Net income —
 —
 —
 —
—
 —
—
 16.6
 —
 16.6
 
 Other comprehensive income, net of tax —
 —
 —
 —
—
 —
—
 —
 18.3
 18.3
 
 Dividends declared and paid —
 —
 —
 —
—
 —
—
 (13.3) —
 (13.3) 
 Share based compensation —
 —
 2.5
 —
—
 —
—
 —
 —
 2.5
 
 Purchase of shares into ESOP —
 —
 —
 0.1
0.8
 (0.1)(0.8) —
 —
 —
 
 Utilization of treasury shares to satisfy share based compensation —
 —
 (0.5) —
0.5
 —
—
 —
 —
 —
 
 Utilization of shares from ESOP to satisfy share based compensation —
 —
 (0.4) —
—
 0.1
0.3
 0.1
 —
 —
 
 Reclassification of deferred tax —
 —
 0.5
 —
—
 —
—
 (0.5) —
 —
 
 At December 31, 2017 $25.3
 $150.9
 $62.1
 (0.5)$(5.8) (0.1)$(1.0) $83.7
 $(140.7) $174.5
 
 Net income —
 —
 —
 —
—
 —
—
 25.0
 —
 25.0
 
 Issue of new shares 1.3
 —
 —
 —
—
 (1.9)(1.3) —
 —
 —
 
 Cancellation of deferred shares —
 (1.0) 1.0
 —
—
 —
—
 —
 —
 —
 
 Shares sold from ESOP —
 —
 6.2
 —
—
 0.5
0.4
 —
 —
 6.6
 
 Other comprehensive loss, net of tax —
 —
 —
 —
—
 —
—
 —
 (5.9) (5.9) 
 Dividends declared and paid —
 —
 —
 —
—
 —
—
 (13.4) —
 (13.4) 
 Share based compensation —
 —
 (2.5) —
—
 —
—
 —
 —
 (2.5) 
 Purchase of shares into ESOP —
 —
 —
 0.1
1.4
 (0.1)(1.4) —
 —
 —
 
 Utilization of treasury shares to satisfy share based compensation —
 —
 (0.1) —
0.1
 —
—
 —
 —
 —
 
 Utilization of shares from ESOP to satisfy share based compensation —
 —
 (1.1) —
—
 —
1.1
 —
 —
 —
 
 At December 31, 2018 $26.6
 $149.9
 $65.6
 (0.4)$(4.3) (1.6)$(2.2) $95.3
 $(146.6) $184.3
 
Ordinary share capital includes 29,000,000 shares in 2018, 27,136,799 shares in 2017 and 2016 respectively.

Deferred share capital includes 761,835,338,444 shares in 2018, 769,413,708,000 shares in 2017 and 2016 respectively.
See accompanying notes to consolidated financial statements

LUXFER HOLDINGS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.    Summary of Significant Accounting Policies
Business description
Luxfer Holdings PLC is a global industrial company innovating niche applications in materials technology company specializing in the innovationengineering. Luxfer focuses on value creation by using its broad array of technical know-how and manufacture ofproprietary technologies to help create a safe, clean and energy-efficient world. Luxfer's high-performance materials, components and high-pressure gas containment devices forare used in defense, first response and healthcare, transportation defense and emergency response, healthcare and general industrial applications. It comprises two reportable segments being Gas Cylinders and Elektron.
Principles of consolidation
The consolidated financial statements comprise the financial statements of Luxfer Holdings PLC and its subsidiaries (collectively "we," "our," "Luxfer" or "the Company" ) that we control. Investments in unconsolidated affiliates, where we have the ability to exercise significant influence over the operating and financial policies, are accounted for using the equity method. All inter-company balances and transactions, including unrealized profits arising from intra-Companyintra-company transactions, have been eliminated in full.
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and are presented in U.S. dollars ("USD"). The books of the Company's non-U.S. entities are converted to USD at each reporting period date in accordance with the accounting policy below. The functional currency of the holding company, Luxfer Holdings PLC, is USD (2020: pounds sterling ("GBP")) and that of its U.K. subsidiaries is pounds sterling (GBP),GBP, being the most appropriate currency for those particular operations.
Discontinued operations
Certain amounts relating to our discontinued businesses are recorded within assets or liabilities held-for-sale on the consolidated balance sheets and within net loss from discontinued operations on the consolidated statements of income.
Fiscal year
Our fiscal year ends on December 31. Beginning in the first quarter of 2018, we began reporting our interim quarterly periods on a 13-week basis ending on a Sunday. Prior to the first quarter of 2018 we reported our interim quarterly periods on a calendar quarter basis.
Use of estimates
The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes, disclosures of contingent assets and liabilities at the date of the financial statements and in the reported amounts of revenues and expenses during the reporting period. TheseSignificant estimates include our accounting for valuationassessment of goodwill estimated losses on accounts receivable,for impairment, estimated realizable value on excess and obsolete inventory, cost-to-cost revenue recognition, assets acquired and liabilities assumed in acquisitions, estimated selling proceeds from assets held for sale, contingent liabilities, measurement of contingent consideration, income taxes and pension benefits. Actual results could differ from our estimates.


53

1.    Summary of Significant Accounting Policies (continued)
Goodwill and other long-livedidentifiable intangible assets
Business combinations are accounted for using the purchase method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value, and the amount of any non-controlling interest in the acquiree. The measurement of non-controlling interest is at fair value and is determined on a transaction by transaction basis. Acquisition costs are expensed as incurred.
Goodwill is initially measured at cost, beingrepresents the excess of the aggregatecost of acquired businesses over the acquisition-datenet of the fair value of the consideration transferredidentifiable tangible net assets, identifiable intangible assets purchased, and the amount recognized for the non-controlling interest over the net identifiable amounts of the assets acquired and the liabilities assumed in exchange for the business combination. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. assumed.
Goodwill is tested at least annually for impairment and is tested for impairmentor more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill is tested for impairment by either performing a qualitative evaluation or a quantitative test. The impairment testqualitative evaluation is performed using a two-step process. In the first step,an assessment of factors to determine whether it is more likely than not that the fair value of eacha reporting unit is compared with theless than its carrying amount, of the reporting unit, including goodwill. IfWe may elect not to perform the estimated fair value is less than the carrying amount of the reporting unit there is an indication that goodwill impairment exists and a second step must be completed in order to determine the amount of the goodwill impairment, if any, that should be recorded. In the second step, an impairment loss is recognizedqualitative assessment for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to the Company's reporting units that are expected to benefit from the combination.



1.    Summary of Significant Accounting Policies (continued)
Goodwill and other long-lived assets    (continued)
Assumptions and judgments are required in calculating the fair value of the reporting units. In developing our discounted cash flow analysis, assumptions about future revenues and expenses, capital expenditures and changes in working capital are based on our annual operating plan and long-term business plan for each of our reporting units. These plans take into consideration numerous factors including historical experience, anticipated future economic conditions, changes in raw material prices and growth expectations for the industries and end markets we participate in. These assumptions are determined over a three year long-term planning period. The three year growth rates for revenues and operating profits vary for each reporting unit being evaluated. Revenues and operating profit beyond 2022 are projected to grow at a perpetual growth rate of 2.2%.
Discount rate assumptions for each reporting unit take into consideration our assessment of risks inherent in the future cash flows of the respective reporting unit and our weighted-average cost of capital. We utilized discount rates ranging from 6.4% to 9.1% in determining the discounted cash flows in our fair value analysis.
The fair value of the reporting units substantially exceeded the carrying value forsome or all reporting units that have goodwill allocated, except Superform, where anand only perform a quantitative impairment to goodwill has been recognized fortest. At the full amount, $1.3 million.
A bargain purchase is measured at cost being the excessend of the net identifiable amountsthird quarter of the assets acquired and the liabilities assumed in exchange for the business combination over the aggregate2022, management carried out its qualitative review, which showed no indicators of the acquisition-date fair value of the consideration transferred and the amount recognized for the non-controlling interest, if any. If after reassessing the fair values the conclusion remains that there has been a bargain purchase gain, then any amount of a bargain purchase is recognized immediately as income.
Contingent consideration arisingimpairment, as a result, ofthe Company concluded its review at this point and was not required to perform a business combination is recognized at fair value at the acquisition date. Subsequent changes in the fair value of contingent consideration classified as an asset or liability are recorded as either a gain or a loss within acquisition related costs / credits in the consolidated statements of income.quantitative review.
Other intangible assets are measured initially at cost, or, where acquired in a business combination, at fair value, and are amortized on a straight-line basis over their estimated useful lives, as shown in the table below.
Customer relationships10 – 15 - 25 years
Technology and trading related5 –- 25 years
The carrying values are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. Reviews are made annually of the estimated remaining lives and residual values of the patents and trademarks.
Variable interest entities
We have interests in certain joint venture entities that are variable interest entities ("VIEs"). Determining whether to consolidate a VIE may require judgment in assessing (i) whether an entity is a VIE and (ii) if we are the entity's primary beneficiary and thus required to consolidate the entity. To determine if we are the primary beneficiary of a VIE, we evaluate whether we have (i) the power to direct the activities that most significantly impact the VIE's economic performance and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our evaluation includes identification of significant activities and an assessment of our ability to direct those activities based on governance provisions and arrangements to provide or receive product and process technology, product supply, operations services, equity funding and financing and other applicable agreements and circumstances. Our assessment of whether we are a primary beneficiary of our VIEs requires the application of significant assumptions and judgment.




1.    Summary of Significant Accounting Policies (continued)
Investments in affiliates
The company owns interestsinterest in the following affiliates:
affiliate:
Name of company
Country of

incorporation
HoldingProportion of voting rights and shares heldClassificationConsolidation method
Luxfer Uttam India Private LimitedIndiaOrdinary shares51%Joint venture (VIE)Equity method
Nikkei-MEL Co. LimitedJapanOrdinary shares50%Joint ventureEquity method
Sub161 Pty LimitedAustraliaOrdinary shares26.4%
Associate
(VIE)
Equity method
We acquired the remaining 51% of the equity of Luxfer Holdings NA, LLC on December 28, 2018, which was previously classified as a 49% owned VIE joint venture. The 100% owned entity is no longer classified as a VIE and is consequently fully consolidated in the closing balance sheet at December 31, 2018.
We are not the primary beneficiary for any of the above noted VIEs, and therefore do not consolidate these and use the equity method to account for their results.
Property, plant and equipment, net
Property, plant and equipment isare stated at historic cost less accumulated depreciation and any impairment in value. Depreciation is initially calculated on a straight-line basis over the estimated useful life of the particular asset. The depreciation expense during 2018, 20172022, 2021 and 20162020 was $17.8$12.9 million, $17.0$14.7 million and $17.0$12.6 million, respectively. As a result of the complexity of our manufacturing process, there is a wide range of plant and equipment in operation. The estimated useful lives isare summarized as follows:
Freehold buildings10 - 33 years
Leasehold land and buildingsThe lesser of life of lease or freehold rate
Machinery and equipment3 - 25 years
Including:
Heavy production equipment (including casting, rolling, extrusion and press equipment)20 - 25 years
Chemical production plant and robotics7 - 10 years
Other production machinery5 - 10 years
Furniture, fittings, storage and equipment3 - 10 years
Computer softwareequipment4 - 75 years
Freehold land is not depreciated.
54

1.    Summary of Significant Accounting Policies (continued)
Property, plant and equipment, net (continued)
Reviews are made annually of the estimated remaining lives and residual values of individual productive assets, taking account of commercial and technological obsolescence, as well as normal wear and tear.






1.    Summary of Significant Accounting Policies (continued)
Property, plant and equipment, net (continued)
We review the carrying value for any individual asset or asset group for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. If any such indication exists, and where the carrying value exceeds the estimated recoverable amount, the asset is written-down to its estimated recoverable amount. The assessment of possible impairment is based on our ability to recover the carrying value of the asset or asset group from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset or asset group, an impairment loss is recognized for the difference between estimated fair value and carrying value. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced for the cost to dispose of the assets. Theassets.The measurement of impairment requires us to estimate future cash flows and the fair value of long-lived assets. During 20182021, we recorded an impairment of $6.6 million (2017: $1.3 million) in relation to restructuring activities and $3.4 million (2017: $nil) from the fair value adjustment in relation to the sale of the Czech business, recorded in impairment charges. In 2017 we recorded an impairmentcharge of $1.5 million as part of an annual exercise to review the use of our long-lived assets.within discontinued operations. There waswere no impairment charges recognized in relation to 2016.2022 and 2020.
Impairments
The Company will recognize impairments in relation to property, plant and equipment, investments, and goodwill, other identifiable intangible assets and other long-lived assets in accordance with the above policies. Impairments relating to restructuring activities, incurred to exit an activity or location, will be recorded within the restructuring line on the StatementStatements of Income, otherIncome. Other impairments will be recorded within the impairment charges line on the StatementStatements of Income. Impairments related to discontinued operations will be recorded within the net loss from discontinued operations line on the Statements of Income.
TheWithin discontinued operations in 2022, there was a $2.6 million impairment charges line item predominantly relates to: a fair value adjustment in relationcharge relating to the right of use asset previously held as a sublet to Neos International Limited, the right of use asset were building leases retained on sale of the CzechSuperform U.K.
Also within discontinued operations in 2021, there was a $1.5 million impairment charge relating to plant and equipment held in our Superform U.S. business, $3.4 million; $2.4m write-off in relation to the acquisitionreflecting updated expectations of GTM and $1.3 million of goodwill impairment within the Superform business unit.fair market value.
Revenue Recognition                                                
The Company has adopted ASU 2014-09, "Revenue from Contracts with Customers" (Topic 606), and all subsequent amendments using the full retrospective method for all periods presented. The impact to our fiscal quarters and year-ended 2018, 2017 and 2016, net income and basic and diluted earnings per share (EPS) was not material. In addition, there was no cumulative impact to our retained earnings at January 1, 2016.recognition
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The majority of the Company’s contracts have a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. There is no variable consideration or obligations for returns, refunds, and noor other related obligations in the Company’s contracts.
Payment terms and conditions vary by contract type and may include a requirement of payment in advance. In general, our payment terms are 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts do not include a significant financing component.
The Company’s revenue is primarily derived from the following sources and are recognized when or as the Company satisfies a performance obligation by transferring a good or service to a customer.customer:
Product revenues
We recognize revenue when it is realized or realizable and has been earned. Revenue is recognized when the following are met: (i) persuasive evidence of an arrangement exists,exists; (ii) shipment or delivery has occurred (depending on the terms of the sale), which is when the transfer of product or control occurs,occurs; (iii) our price to the buyer is fixed or determinable,determinable; and (iv) the ability to collect is reasonably assured.


1.    Summary of Significant Accounting Policies (continued)
Revenue Recognition    (continued)
Royalties
Royalty revenue is recognized on an accrual basis in accordance with the substance of the relevant agreements, provided that it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably.
Tooling revenue
Revenue from certain long-term tooling contracts is recognized over the contractual period under the cost-to-cost measure of progress as this is when the benefit is received by the customer. Incremental direct costs associated with the contract include, direct labor hours, direct raw material costs and other associated costs. Under this method, sales and gross profit are recognized as work is performed either based on the relationship between the actual costs incurred and the total estimated costs at completion (“the cost-to-cost method”) or based on efforts for measuring progress towards completion in situations in which this approach is more representative of the progress on the contract than the cost-to-cost method. We record costs and earnings in excess of billings on uncompleted contracts within Other current assets and billings in excess of costs and earnings on uncompleted contracts within Other current liabilities in the Consolidated Balance Sheets. Where customer acceptance is on final completion and handover of the tool, revenue is recognized at the point the customer accepts ownership of the tool.
Practical Expedients
The Company has applied the transition practical expedient and does not disclose the amount of the transaction price allocated to the remaining performance obligations and an explanation of when the Company expects to recognize that amount as revenue for the fiscal year beginning January 1, 2016.
In addition, the Company applies the practical expedient and does not disclose information about remaining performance obligations for contracts that have original expected durations of one year or less.

55

1.    Summary of Significant Accounting Policies (continued)
Cash, and Cash Equivalents and Restricted Cash
We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Restricted cash is recognized separately in the Consolidated Balance Sheets. Restricted cash balances were $0.3 million at December 31, 20182022, and $0.7$0.2 million at December 31, 2017.2021. The $0.3 million in 2018 (2017: $0.4 million) isamounts held in escrow to disburse environmental liabilities recognized as a result of the acquisition of the Specialty Metals division of ESM Inc in 2017. A further $0.3 million waswere held in relation to deferred considerationa payment received for the same acquisitionan historic doubtful debt in 2017.our Elektron division and workers' compensation insurance.
Inventories
Inventories are stated at the lower of cost or net realizable value. Raw materials are valued on a first-in, first-out basis. Strategic purchases of inventories in order to secure supply and reduce the impact of price volatility on the cost of inventories are valued on a weighted-average cost basis. Work in progress and finished goods costs comprise direct materials and,including, where applicable, direct labor costs, an apportionment of production overheads and any other costs that have been incurred in bringing the inventories to their present location and condition. Inventories are reviewed on a regular basis, and we will make allowance for excess or obsolete inventories and write-down to net realizable value based primarily on committed sales prices and our estimates of expected and future product demand and related pricing.
Research and Development
Included within research and development costs are directly attributable salaries, materials and consumables, as well as third-party contractor fees and research costs. These costs are expensed as incurred.



1.    Summary of Significant Accounting Policies (continued)
Foreign currencies
Transactions in currencies other than an operation's functional currency are initially recorded in the functional currency at the rate of exchange prevailing on the dates of transactions. At each balance sheet date, the foreign currency monetary assets and liabilities of each operation are translated into the functional currency of that operation at the rates prevailing on the balance sheet date.
All differences are taken to the consolidated statement of income, / (loss), with the exception of differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity. These differences on foreign currency borrowings are taken directly to equity until the disposal of the net investment, at which time they are recognized in the consolidated statement of income / (loss).income. Tax charges and credits attributable to exchange differences on those borrowings are also included in equity.
On consolidation, the assets and liabilities of the Company's foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period. Exchange differences that arise, if any, are included in Accumulated other comprehensive income / (loss) (“AOCI”), a separate component of equity. Such translation differences are recognized in the consolidated statements of income / (loss) in the period in which the Company either loses control of the operation or liquidation.liquidation occurs.
During 2018,2022, the average USD/GBP sterling exchange rate was £0.7509£0.8108 compared to the 20172021 average of £0.7682.£0.7264. This change resulted in a positivenegative impact of $2.5$15.6 million on revenue and $0.2$2.3 million on operating income. Based on the 20182022 level of revenue and income, a weakening in GBP sterling leading to a £0.05 increase in the USD/GBP sterling exchange rate would result in a decrease of $6.4$8.7 million in revenue and $0.5a decrease of $1.0 million in operating net income.
During 2018,On January 1, 2021 the average USD/Euro exchange ratefunctional currency of Luxfer Holdings PLC was €0.8472, comparedchanged from the local currency, GBP to the 2017 averagereporting currency, USD reflecting that the majority of €0.8788. Thisthe parent company's cash flows are now denominated in USD, including intercompany loans and interest payments as well as dividends paid to its shareholders. The change resulted inwas triggered by a positive impactrevision to our intercompany financing model which now aims to manage foreign exchange risk through Luxfer Group Limited, whose functional currency remains GBP (the same as its local currency).

56

1.    Summary of $0.8 million on revenue and $0.1 million on operating profit. Based on the 2018 level of revenue and income, a weakening in the Euro leading to a €0.05 increase in the Euro to U.S. dollar exchange rate would result in a decrease of $1.1 million in revenue and no change to operating profit.Significant Accounting Policies (continued)
Income taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. When the Company does not believe that, on the basis of available information, it is more likely than not that deferred tax assets will be fully recovered, it recognizes a valuation allowance against its deferred tax assets to reduce the deferred tax assets to the amount more likely than not to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactments date.
Furthermore, a tax benefit from a tax position may be recognized in the financial statements only if it is more-likely-than-not that the position is sustainable, based solely on its technical merits and consideration of the relevant tax authority’s widely understood administrative practices and precedents. The tax benefit recognized, when the likelihood of realization is more likely-than-not (i.e. greater than 50 percent), is measured at the largest amount that is greater than 50 percent likely of being realized upon settlement.
Employee benefit plans
The Company operates funded defined benefit pension plans in the U.K., the U.S. and France. The levels of funding are determined by periodic actuarial valuations that take into account changes in actuarial assumptions, including discount rates and expected returns on plan assets. The assets of the plans are generally held in separate trustee-administeredTrustee-administered funds. The Company also operates defined contribution plans in the U.K., the U.S., Australia and Canada.





1.    Summary of Significant Accounting Policies (continued)
Employee benefit plans (continued)
Actuarial assumptions are updated annually and are disclosed in Note 12.14. We recognize changes in the fair value of plan assets and net actuarial gains or losses for pension and other post-retirement benefits annually in the fourth quarter each year (“mark-to-market adjustment”) and, if applicable, in any quarter in which an interim remeasurement is triggered. Net actuarial gains and losses occur when the actual experience differs from any of the various assumptions used to value our pension and other post-retirement plans or when assumptions change, as they may each year. The remaining components of pension expense, including service and interest costs and estimated return on plan assets, are recorded on a quarterly basis.
Payments to defined contribution plans are charged as an expense as they fall due.
Commitments and contingencies
Loss contingencies are recognized when the Company has a present obligation as a result of a past event, it is probable that a transfer of resources will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
Share-based compensation
We account for share-based compensation awards on a fair value basis.basis at the grant date. The estimated grant date fair value of each option award is recognized in income on an accelerated basis over the requisite service period (generally the vesting period). The estimated fair value of each option award is calculated using either the Black-Scholes option-pricing model or a Monte-Carlo simulation, both of which isare subjective and involvesinvolve the application of significant estimates and assumptions, including the expected term of the award, implied volatility, expected dividend yield and the risk-free interest rate. Restricted share awards and units are recorded as compensation cost on an accelerated basis over the requisite service periods based on the market value on the date of the grant.
Performance share units ("PSU") are stock awards where the ultimate number of shares issued will be contingent on the Company's performance against certain financial performance targets. The fair value of each PSU is based on the market value on the date of grant. We recognize expense based upon the fair value of the awards on the grant date and the estimated vesting of the PSUs granted. The estimated vesting of the performance share unitsPSUs is based on the probability of achieving certain financial performance thresholds over the specified performance period.
57

1.    Summary of Significant Accounting Policies (continued)
Trade receivables and concentration of credit riskWe record an
The Company is exposed to credit losses primarily through sales of products. The Company’s expected loss allowance methodology for doubtful accounts reducing ourreceivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers' trade accounts receivables. Due to the short-term nature of such receivables, balance to an amount wethe estimate is collectible from our customers. Estimates used in determining the allowance for doubtful accounts are based on current trends, aging of accounts receivable periodic credit evaluationsamounts that may not be collected is based on aging of our customers’the accounts receivable balances and the financial condition of customers. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default.
Estimates are used to determine the allowance. It is based on assessment of anticipated receipts and all other historical, collection experience.current and future information that is reasonably available.
We are exposed to credit risk in the event of nonpayment by customers. However, we mitigate our exposure to credit risk by performing ongoing credit evaluations and, when deemed necessary, utilizing credit insurance, prepayments or guarantees. No individual customer represented more than 10% of our revenue or accounts receivable. The concentration of credit risks from financial instruments related to the markets we serve is not expected to have a material adverse effect on our consolidated financial position, cash flows or future results of operations.








1.    Summary of Significant Accounting Policies (continued)
Derivative financial instruments
We recognize all derivatives as either assets or liabilities (within accounts and other receivables accounts payable,or other non-current assets and other non-currentcurrent liabilities) at fair value in our Consolidated Balance Sheets. If the derivative is designated and is effective as a cash-flow hedge, changes in the fair value of the derivative are recorded in AOCI as a separate component of equity in the Consolidated Statements of Changes in Equity and are recognized in cost of goods sold in the Consolidated Statements of Income / (loss) when the hedged item affects earnings. If the underlying hedged transaction ceases to exist or if the hedge becomes ineffective, all changes in fair value of the related derivatives that have not been settled are recognized in current earnings in cost of goods sold. For a derivative that is not designated as or does not qualify as a hedge,Any changes in fair value are reported in the income statement immediately again in cost of goods sold.sales. We use derivative instruments for the purpose of hedging commodity price risk and currency exposures, which exist as part of ongoing business operations.
New accounting standards
The Company adopted ASU 2017-07 (Topic 715), "ImprovingThere were no new accounting standards issued which required adoption in the Presentation of Net Periodic Pension Cost and Net Periodic Post-Retirement Benefit Cost," on January 1, 2017. The standard was amended to include guidance on the presentation of net periodic pension and post-retirement benefit cost (net benefit cost) and (ii) requires the service cost component to be presented with other employee compensation costs in net income / (loss) or when eligible capitalized in assets. As no service costs were capitalized as part of the net benefit cost, we adopted the new standard on a retrospective basis.
The Company adopted ASU 2014-09 "Revenue from Contracts with Customers" ASC Topic 606, and all subsequent amendments on January 1, 2016. The standard outlines a five-step model whereby revenue is recognized as performance obligations within a contract are satisfied. The standard also requires new, expanded disclosures regarding revenue recognition. We adopted the new standard using the full retrospective transition method for all periods presented.fiscal year ended December 31, 2022.
Accounting standards which have been early adopted
Under U.S. GAAP, shares withheld by the company to pay the employees statutory minimum tax can still be classified as equity awards if all other criteria for such classification are met. Upon adoption of ASU 2016-09, an award containing a net settled tax withholding clause could be equity-classified so long as the arrangement limits tax withholding to the maximum individual statutory tax rate in a given jurisdiction. If tax withholding is permitted at some higher rate, then the whole award would be classified as a liability.None
Accounting standards issued but not yet effective
In June 2016, the Financial Accounting Standards Board ("FASB")There are no accounting standards that have been issued, new accounting requirements regarding the measurement of credit losses on financial instruments, along with additional qualitative and quantitative disclosures. The new standard isbut are not yet effective, for fiscal years beginning after December 15, 2019. The Company anticipates that the timing of the recognition of impairmentsare expected to accounts, notes and other receivables will change rather than the size of the balance.
In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ASU 2016-02, “Leases” (“ASU 2016-02”). ASU 2016-02 requires organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. Additionally, ASU 2016-02 modifies current guidance for lessors' accounting. ASU 2016-02 is effective for interim and annual reporting periods beginning on or after January 1, 2019, with early adoption permitted. Upon adoption, the Company recognized lease liabilities and the corresponding right-of-use assets (at the present value of future payments) for predominantly all of its future minimum commitments under operating leases in place at that time. At January 1, 2019, adoption of ASU 2016-02 resulted in an increase of $15.6 million on its assets and liabilities in its statement of financial position. ASU 2016-02 did not have a material impact on itsour results of operations or cash flows.balance sheet presentation.


In addition to
58

2.    Revenue

Disaggregated revenue from continuing operations for the guidancefiscal years ended December 31, 2022, 2021, and 2020, are included below and in ASU 2016-02,Note 17, Segment Information.
Years ended December 31,
202220212020
In millionsGas CylindersElektronTotalGas CylindersElektronTotalGas CylindersElektronTotal
General industrial$34.0 $121.5 $155.5 $33.4 $95.8 $129.2 $24.2 $87.7 $111.9 
Transportation77.8 55.1 132.9 71.2 45.8 117.0 49.8 42.3 92.1 
Defense, First Response & Healthcare71.9 63.1 135.0 73.7 54.2 127.9 67.9 52.9 120.8 
$183.7 $239.7 $423.4 $178.3 $195.8 $374.1 $141.9 $182.9 $324.8 
The Company’s performance obligations are satisfied at a point in time. With the Company has evaluated ASU 2018-11, which was issued in July 2018, and provides an optional transitional method.classification of our Superform business as discontinued operations, none of the Company's revenue is satisfied over time. As a result, of this evaluation, the Company elected to use the optional transitional method, which allows companies to use the effective date as the date of initial application on transitionCompany's contract receivables, contract assets and not adjust comparative period financial information or make the new required disclosures for periods prior to the effective date. Additionally, the Company elected to use the package of practical expedients permitted under the transition guidancecontract liabilities at December 31, 2022, December 31, 2021 and December 31, 2020 are included within the new standard.

current assets and liabilities held-for-sale.
2.
3.     Acquisitions and disposals
On December 28, 2018, Luxfer Holdings NA LLC (a 49% owned VIE joint venture) disposedIn March 2021, the Company completed the acquisition of the assets and selected liabilitiesStructural Composites Industries LLC ("SCI") business of Gas Transport Leasing LLC (its wholly-owned subsidiary) with the remaining 51% of Luxfer Holdings NA LLC simultaneously acquired by the Company. The disposal of the assets and selected liabilities to the JV partner wasWorthington Industries, Inc., based in Pomona, California, for consideration of $2.2 million. The Company acquired the residual 51% of Luxfer Holdings NA LLC, in return for the forgiveness of the JV partner's share on a loan from Luxfer Holdings PLC, being $2.1 million.$19.3 million cash consideration. The fair value of assets and liabilities acquired were equal to the cash consideration paid.
Acquisition-related costs of $0.3 million and $1.5 million in 2022 and 2021 respectively, represent transitional costs and professional fees incurred in relation to the above SCI acquisition.
In 2021, the Company recognized a net assetsgain on disposition of $6.6 million, consisting of a $7.1 million gain on our U.S. aluminum business, sold in March 2021, partially offset by a $0.5 million loss on our Superform U.K. business sold in September 2021.
In 2020, the Company sold its 51% investment in Luxfer Uttam India Private Limited to our joint venture partner for INR 137.4 million ($1.8 million) cash. Allowing for legal costs, we generated a profit on disposal of less than $0.1 million. During the year we also incurred $0.4 million costs in relation to M&A exploration activities offset by deferred consideration adjustment and profit on previous written-down inventory.

4.    Restructuring charges
During 2022, 2021 and 2020, we initiated and continued execution of certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business.
In 2022, there was an additional $1.7 million of costs in relation to the closure of Luxfer Holdings NA LLC atGas Cylinders' French site, which was largely legal and professional fees. In addition, $0.2 million of costs were incurred relating to one-time employee termination benefits, in the acquisition dateElektron division, in relation to the consolidation of production facilities in the Magnesium Powders operations.
In 2021, there was assessed as $4.0$5.0 million valuingof costs in relation to the residual 51% stake at $2.1closure of Luxfer Gas Cylinders' French site, which includes an additional $1.0 million charge for environmental remediation and $2.4 million employee litigation claims, with the remaining largely legal and professional fees. A further $0.3 million of miscellaneous project costs were incurred in the Gas Cylinders Segment during 2021. There was also $0.9 million of one-time employee termination costs in the Elektron division, largely in relation to the divestiture of our small Luxfer Magtech production facility in Ontario, Canada.
In 2020, there was $7.5 million of costs in relation to the closure of Luxfer Gas Cylinders' French site. In response to uncertain global economic conditions, we undertook actions to reduce the Company's cost structure and improve operating efficiency. These actions included a workforce reduction program resulting in no goodwill being recognized on$1.4 million of severance-related charges, of which $0.4 million and $0.9 million were incurred in the step acquisition.Gas Cylinders and Elektron Segments respectively, and $0.1 million which is unallocated.
The principal assets acquired include cash of $2.7 million (including $2.2 million from the sale of the leasing business), inventory ($1.1 million), accounts and other receivables ($0.8 million), property, plant and equipment ($0.2 million), with accounts payable of $0.8 million. There were no identified intangibles. As a consequence of the transaction we fully impaired our equity investment (from a pre-acquisition fair value of $1.6 million) and partially impaired the loan to the equity investment; the combined effect resulting in a net charge of $2.4 million being recognized
59

4.    Restructuring charges (continued)
All restructuring charges in the consolidated statement of income within impairment charges. At December 31, 2018, Luxfer Holdings NA LLC is 100% ownedare in relation to severance and related costs for 2022, 2021 and 2020.
Restructuring costs by the Company, is no longer considered a VIE and is a fully consolidated subsidiary. As the acquisition occurred very closereportable segment were as follows:
Years ended December 31,
In millions202220212020
Gas Cylinders Segment$(1.7)$(5.3)$(7.9)
Elektron Segment(0.2)(0.9)(0.9)
Other$— $— $(0.1)
Total restructuring charges$(1.9)$(6.2)$(8.9)

Activity related to the year end date, no revenue or earnings arerestructuring, recorded in other current liabilities in the consolidated statementbalance sheets is summarized as follows:
In millions20222021
Balance at January 1,$11.7 $9.0 
Costs incurred1.9 6.2 
Cash payments and other(9.9)(3.5)
Balance at December 31,$3.7 $11.7 

5.    Other charges
Other charges of income for$1.1 million in 2021 relates to the reporting period.
On December 5, 2017, the Company acquired the trade and assetssettlement of the Specialty Metals business of ESM Group Inc., incorporating a manufacturing facility in Saxonburg, PA. The plant manufactures a range of magnesium-based chips, granules, ground powders and atomized powders. The acquired business was integrated with Luxfer’s existing business that currently offers similar products under the Luxfer Magtech brand. On closing, an initial consideration of $4.3 million was paid as well as an amount placed in general escrow of $0.3 million as deferred consideration. An additional $0.4 million, which has not been included as part of the purchase consideration, was placed in escrow for disbursement of environmental liabilities.
The fair value of net assets acquired was assessed as $5.8 million, resulting in a gain on bargain purchase of $1.2 million, which was recordedclass action lawsuit in the consolidated statements of income / (loss) within the Acquisition related costs line item. The principal assets acquired are land and buildings, $2.0 million; plant and equipment, $3.2 million; and inventory, $0.7 million; with assumed liabilities of $0.1 million. No separately identifiable intangibles were identified. The gain on bargain purchase resulted because the Specialty Metals business was not considered to be part of ESM Group's core business activities as it has adopted a strategy to focus on its steel industry customers. In implementing this strategy, ESM Group was eager to divest this non-core business, which was reflected in the transaction price. The Group believes that it can extract additional value from the site due to synergies with our existing Luxfer Magtech business.
In addition to the purchase consideration, $0.5 million of acquisition-related costs were incurred and a $0.4 million provision was set up for the disbursement of the environmental liabilities.
Deferred consideration
The deferred consideration of $0.3 million for the acquisition of the Specialty Metals business was shown in the balance sheet at December 31, 2017, within other current liabilities.

Deferred contingent consideration
The deferred contingent consideration isGas Cylinders segment in relation to an alleged historic violation of the acquisition of Truetech and Innotech, (Luxfer Magtech) in 2015 and is linkedCalifornia Labor Code, concerning a Human Resources administration matter. The Company paid the settlement during the year, with no additional charge to the future profitability ofincome statement expected.
In 2020 the entity. Where appropriate, this is payable annually from 2015 to 2020. The deferred contingent consideration totaled $0.9Company recognized $0.4 million at December 31, 2018 (2017: $0.7 million), following a remeasurement of deferred contingent consideration at the year-end based upon the estimated future cash flows and the weighted probability of those cash flows being achieved, resulting in a debitother charges relating to the consolidated income statementremediation of $0.9 million (2017: $1.0 million), net of an unwind of discount on deferred contingent consideration of $0.2 million (2017: $0.2 million). The entire consideration is deemed to be current (2017: $0.5 million)a legacy environmental issue which commenced in 2019. This was completed in 2021 and shown on the balance sheet within other currentall liabilities as it is based on the performance of Luxfer Magtech for the year ending December 31, 2018. The potential undiscounted future payment has been estimated at $0.9 million (2017: $0.7 million). The maximum undiscounted amount payable under the sale agreement is $10.0 million.settled.


2.     Acquisitions and disposals (continued)
60
  Years ended December 31, 
 In millions2018 2017 
 Net cash flows on purchase of business:    
 Included in net cash flows from investing activities:    
 Consideration paid$—
 $(4.3) 
 Cash receipt on disposal of business—
 0.1
 
 Acquisition and disposal costs paid—
 (0.5) 
 Cash acquired2.7
 —
 
 Net cash flows on purchase of business$2.7
 $(4.7) 


  Years ended December 31, 
 In millions2018 2017 
 Net cash flows on purchase of business:    
 Included in net cash flows from financing activities:    
 Deferred consideration paid$(0.8) $(1.4) 
 Net cash flows on purchase of business$(0.8) $(1.4) 


3.6.    Earnings per share


Basic earnings per share are computed by dividing net income for the period by the weighted-average number of ordinary shares outstanding, net of Treasury shares and shares held in ESOP. Diluted earnings per share are computed by dividing net income for the period by the weighted average number of ordinary shares outstanding and the dilutive ordinary sharesshare equivalents.
Basic and diluted earnings per share were calculated as follows:
Years ended December 31,
In millions except share and per-share data202220212020
Basic earnings:
Net income from continuing operations$32.0 $30.0 $20.8 
Net gain / (loss) from discontinued operations(5.1)(0.1)(0.8)
Net income$26.9 $29.9 $20.0 
Weighted average number of £0.50 ordinary shares:
For basic earnings per share27,304,847 27,698,691 27,557,219 
Dilutive effect of potential common stock236,355 333,815 414,163 
For diluted earnings per share27,541,202 28,032,506 27,971,382 
Earnings / (loss) per share using weighted average number of ordinary shares outstanding:(1)
Basic from continuing operations$1.17 $1.08 $0.75 
Basic from discontinued operations$(0.19)$— $(0.03)
Basic earnings per ordinary share$0.99 $1.08 $0.73 
Diluted from continuing operations$1.16 $1.07 $0.74 
Diluted from discontinued operations$(0.19)$— $(0.03)
Diluted earnings per ordinary share$0.98 $1.07 $0.72 
  Years ended December 31, 
 In millions except share and per-share data2018 2017 2016 
 Basic earnings:      
 Net income$25.0
 $16.6
 $17.8
 
 Weighted average number of £0.50 ordinary shares:      
 For basic earnings per share26,708,469
 26,460,947
 26,443,662
 
 Dilutive effect of potential common stock983,793
 263,034
 210,976
 
 For diluted earnings per share27,692,262
 26,723,981
 26,654,638
 
 Earnings per share using weighted average number of ordinary shares outstanding:      
 Basic earnings per ordinary share$0.94
 $0.63
 $0.67
 
 Diluted earnings per ordinary share$0.90
 $0.62
 $0.67
 


4.    Revenue

Disaggregated revenue disclosures(1) The calculation of earnings per share is performed separately for continuing and discontinued operations. As a result, the fiscal years ended December 31, 2018, December 31, 2017, and December 31, 2016, are included below and in Note 15, Segmental Information.
  Years ended December 31, 
  2018 2017 2016 
 In millionsGas CylindersElektronTotal Gas CylindersElektronTotal Gas CylindersElektronTotal 
 General industrial$50.7
$123.9
$174.6
 $49.6
$95.6
$145.2
 $45.7
$85.7
$131.4
 
 Transportation79.0
72.8
151.8
 63.8
66.5
130.3
 72.9
62.9
135.8
 
 Defense and emergency79.3
49.4
128.7
 76.5
54.1
130.6
 83.1
36.2
119.3
 
 Healthcare29.1
3.7
32.8
 30.3
4.9
35.2
 24.1
4.2
28.3
 
  $238.1
$249.8
$487.9
 $220.2
$221.1
$441.3
 $225.8
$189.0
$414.8
 
The Company’s performance obligations are satisfied over time as work progresses or at a point in time. Design and tooling arrangements are the only contracts for which revenue is recognized over time. Revenue from these sources combined accounted for less than 3%sum of the Company’s revenue fortwo in any particular year may not equal the fiscal years ended December 31, 2018, and December 31, 2017, respectively. All considerationearnings-per-share amount in total.

7.     Discontinued operations
Our Superform aluminum superplastic forming business, which operated from contracts with customers is included in these amounts.
The following table provides information about contract receivables, contract assets and contract liabilities from contracts with customers:
 In millionsDecember 31, 2018 December 31, 2017 
 Contract receivables$1.5
 $1.6
 
 Contract assets2.1
 4.6
 
 Contract liabilities(1.1) (0.9) 
Contract assets consist of $2.1 million accrued unbilled amounts relating to tooling revenue and are recognized in prepayments and accrued incomesites in the consolidated balance sheets. All contract assets recognized as of December 31, 2017, of $4.6 millionU.S. and the U.K, and our U.S. aluminum gas cylinder business were billed to customers and transferred to receivables as of December 31, 2018. Contract assets recognized as of December 31, 2016, of $3.6 million were billed to customers and transferred to receivables in the fiscal year ending December 31, 2017.
Contract liabilities of $1.1 million consist of advance payments and billing above costs incurred and are recognized as other current liabilities. Significant changes in contract liabilities balances during the period are as follows:
 In millions2018 2017 
 As at January 1,$(0.9) $(0.2) 
 Payments received / amounts billed(3.8) (2.2) 
 Costs incurred / revenue recognized3.6
 1.5
 
 As at December 31,$(1.1) $(0.9) 


5.    Restructuring
During 2018, 2017 and 2016, we initiated and continued execution of certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business.
In 2018, the restructuring chargehistorically included an other-than-temporary impairment and employee severance charges in the Gas Cylinders segmentSegment. As a result of our decision to exit non-strategic aluminum product lines in 2020, we have reflected the results of operations of these businesses as discontinued operations in the Consolidated Statements of Income for all periods presented. We expect our Superform U.S. business to be sold within the next twelve months.
Our U.S. aluminum gas cylinder business was sold in March 2021 for $20.2 million, net of working capital adjustments. The Company recognized a gain on disposition, net of tax, of $7.1 million.
In September 2021, our Superform U.K. business was sold for $4.0 million, net of working capital adjustments. The Company recognized a loss on disposition, net of tax, of $0.5 million.
In 2022, the Company recognized impairment and disposal-related costs of $2.6 million and $2.0 million respectively, in relation to the Company's announcement that it was under consultation to close its French site. There is an expectation that further costs will be incurredprevious dispositions which occurred in 2019. Within2021.
The assets and liabilities of the Elektron segment, thereabove businesses have been asset write-downs in connection to the closure of our Luxfer Graphic Arts site in Findlay, OH, with consolidation of operations in Madison, IL; presented within Current assets held-for-sale and the previously announced closure of our Luxfer Magtech site in Riverhead, NY (see below).
The 2017 initiative included costs incurred in the Gas Cylinders segment following the decision to discontinue our Advanced Oxygen System (AOS) product line and the announced closure of our Luxfer HEI business. In the Elektron Segment, we announced the closure of our Luxfer Magtech site in Riverhead, NY, with consolidation of operations in Cincinnati OH. There was also a Company-wide effort to reduce headcount and streamline management, which contributed to the increase in severance and related costs in the year.
In 2016, costs were incurred in the Elektron segment relating to severance across a small number of locations as we commenced our general headcount reduction initiative.
Restructuring related costs included in Restructuring charges Current liabilities held-for-sale in the Consolidated statementBalance Sheets at December 31, 2022, and December 31, 2021. In 2021, Company recognized a $1.5 million impairment charge relating to plant and equipment held in our Superform U.S. business reflecting updated expectations of income / (loss) are as follows:fair market value.

61

   Years ended December 31, 
 In millions 2018 2017 2016 
 Severance and related costs $(6.7) $(4.6) $(0.4) 
 Asset impairment (6.8) (2.3) —
 
 Other 0.1
 (1.5) —
 
 Total restructuring charges $(13.4) $(8.4) $(0.4) 
7.     Discontinued operations (continued)

Other restructuring costs primarily consistResults of various contract termination and revision costs as well as legal costs.
Restructuring costs by reportable segmentdiscontinued operations were as follows:
In millions202220212020
Net sales$7.7 $20.9 $53.2 
Cost of goods sold(6.9)(21.8)(51.5)
Gross (loss) / profit0.8 (0.9)1.7 
Selling, general and administrative expenses(0.9)(2.9)(5.8)
Restructuring charges(0.3)(1.0)(0.1)
Acquisition and disposal costs(2.0)— — 
Impairment charges(2.6)(1.5)— 
Other income— — 3.4 
Net loss before income taxes(5.0)(6.3)(0.8)
Provision for income taxes(0.1)(0.4)— 
Net loss$(5.1)$(6.7)$(0.8)
   Years ended December 31, 
 In millions 2018 2017 2016 
 Gas Cylinders segment $(10.0) $(2.9) $—
 
 Elektron segment (3.4) (5.5) (0.4) 
 Total restructuring charges $(13.4) $(8.4) $(0.4) 
The assets and liabilities classified as held-for-sale were as follows:

In millionsDecember 31, 2022December 31, 2021
Accounts and other receivables$2.7 $2.1 
Inventories2.7 2.7 
Current assets5.4 4.8 
Right-of-use assets2.7 — 
Total assets$8.1 $4.8 
Accounts payable0.8 0.5 
Accrued liabilities0.2 0.1 
Other current liabilities4.0 0.8 
Current liabilities5.0 1.4 
Total liabilities$5.0 $1.4 
Activity related to restructuring,Also included within assets held-for-sale in 2022 are land and buildings valued at $1.2 million, and an additional $3.7 million in 2021, within our Elektron Segment.
The depreciation and amortization, capital expenditures and significant operating non-cash items were as follows:
In millions202220212020
Non-cash add-backs to cash flows from discontinued operating activities:
Depreciation$0.1 $0.5 $1.1 
Impairment charges— 1.5 — 
Settlements from sale of businesses1.0 — — 
Cash flows from discontinued investing activities:
Capital expenditures$0.1 $0.1 $0.3 
Cash balances are swept into the treasury entities at the end of each day, and these sweeps are recorded in other current liabilitieswithin operating cash flows in the consolidated balance sheets is summarized as follows:statements of cash flows.
62
 In millions2018 2017 
 Balance at January 1,$2.1
 $0.8
 
 Costs incurred6.6
 6.1
 
 Cash payments and other(3.5) (4.8) 
 Balance at December 31,$5.2
 $2.1
 



6.8.     Goodwill and other identifiable intangible assets
Changes in goodwill during the years ended December 31, 20182022 and 20172021 were as follows:
In millionsGas CylindersElektronTotal
At January 1, 2021$27.9 $42.3 $70.2 
Exchange difference(0.3)(0.2)(0.5)
At December 31, 202127.6 42.1 69.7 
Exchange difference(2.6)(1.5)(4.1)
Net balance at December 31, 2022$25.0 $40.6 $65.6 
 In millionsGas Cylinders Elektron Total 
 At January 1, 2017$27.0
 $40.9
 $67.9
 
 Exchange difference2.0
 1.3
 3.3
 
 At December 31, 2017$29.0
 $42.2
 $71.2
 
 Impairment(1.3) —
 (1.3) 
 Exchange difference(1.4) (0.9) (2.3) 
 Net balance at December 31, 2018$26.3
 $41.3
 $67.6
 

Accumulated goodwill impairment losses in relation to continuing operations were $9.6$8.0 million as of December 31, 20182022 and $8.3 million as2021.
Changes in the gross value of identifiable intangible assets during the year ended December 31, 2017, with the difference due to an impairment of goodwill in 2018 associated with our Superform business.2022, were as follows:
In 2018, a goodwill impairment loss of $1.3 million has been recognized in our Gas Cylinders segment in relation to our Superform business unit. As part of the annual impairment review, the present value of future cashflows of the business unit were below the carrying value of the goodwill due to productivity challenges within the business.
In millionsCustomer relationshipsTechnology and trading relatedTotal
At January 1, 2021$13.4 $8.3 $21.7 
Additions1.8 — 1.8 
Exchange movements— (0.1)(0.1)
At December 31, 2021$15.2 $8.2 $23.4 
Exchange movements— (0.8)(0.8)
At December 31, 2022$15.2 $7.4 $22.6 
Identifiable intangible assets consisted of the following:
December 31, 2022December 31, 2021
In millionsGrossAccumulated amortizationNetGrossAccumulated amortizationNet
Customer relationships$15.2 $(6.1)$9.1 $15.2 $(5.7)$9.5 
Technology and trading related7.4 (4.0)3.4 8.2 (4.0)4.2 
Total identifiable intangibles$22.6 $(10.1)$12.5 $23.4 $(9.7)$13.7 
  December 31, 2018 December 31, 2017 
 In millionsGross Accumulated amortization Net Gross Accumulated amortization Net 
 Customer relationships$13.4
 $(3.8) $9.6
 $13.4
 $(2.9) $10.5
 
 Technology and trading related7.9
 (2.9) 5.0
 8.6
 (3.0) 5.6
 
  $21.3
 $(6.7) $14.6
 $22.0
 $(5.9) $16.1
 


Identifiable intangible asset amortization expense in 2018, 20172022, 2021 and 20162020 was $1.2$0.7 million, $1.3$0.9 million and $1.1$0.7 million, respectively.
In 2017, we recorded, within restructuring charges, an impairment charge of $0.5 million in the Gas Cylinders segment for technology and trading related intangibles following the announcement to exit our Luxfer HEI business.
Intangible asset amortization expense over the next five years is expected to be approximately $1.2$0.7 million in 2019, $1.1 million in 2020, $1.1 million in 2021, $1.1 million in 2022per year.
The weighted-average amortization period for the customer relationships is 16 years and $1.1 million in 2023.

for the technology and trading related assets is 14 years.
7.
63

9.    Supplementary balance sheet information
 In millions 2018 2017 
 Accounts and other receivables     
 Trade receivables $49.8
 $53.8
 
 Related parties 0.9
 1.8
 
 Prepayments and accrued income 7.7
 10.5
 
 Derivative financial instruments 0.1
 2.1
 
 Other receivables 4.2
 4.2
 
 Total accounts and other receivables $62.7
 $72.4
 
 Inventories     
 Raw materials and supplies $30.5
 $31.0
 
 Work-in-process 33.1
 28.1
 
 Finished goods 30.0
 23.1
 
 Total inventories $93.6
 $82.2
 
 Other current assets     
 Held-for-sale assets $10.7
 $—
 
 Income tax receivable —
 1.2
 
 Total other current assets $10.7
 $1.2
 
 Property, plant and equipment, net     
 Land, buildings and leasehold improvements $73.3
 $80.8
 
 Machinery and equipment 286.0
 292.7
 
 Construction in progress 10.1
 6.7
 
 Total property plant and equipment 369.4
 380.2
 
 Accumulated depreciation and impairment (262.5) (251.1) 
 Total property, plant and equipment, net $106.9
 $129.1
 
 Other non-current assets     
 Derivative financial instruments $—
 $0.3
 
 Total other non-current assets $—
 $0.3
 
 Current maturities of long-term debt and short-term borrowings     
 Bank and other loans $—
 $15.0
 
 Overdrafts 3.5
 4.2
 
 Total current maturities of long-term debt and short-term borrowings $3.5
 $19.2
 
 Other current liabilities     
 Contingent liabilities $5.3
 $2.8
 
 Held-for-sale liabilities 2.5
 —
 
 Derivative financial instruments —
 1.5
 
 Other current liabilities 4.1
 2.1
 
 Total other current liabilities $11.9
 $6.4
 
 Other non-current liabilities     
 Contingent liabilities $0.8
 $1.1
 
 Derivative financial instruments —
 0.4
 
 Other non-current liabilities 0.5
 1.7
 
 Total other non-current liabilities $1.3
 $3.2
 




7.    Supplementary balance sheet information (continued)
In millions20222021
Accounts and other receivables
Trade receivables, net$56.4 $45.8 
Related parties0.1 0.1
Prepayments and accrued income6.68.5
Derivative financial instruments0.70.1
Deferred consideration—1.0
Other receivables4.02.3
Total accounts and other receivables$67.8 $57.8 
Inventories
Raw materials and supplies$42.7 $39.3 
Work-in-process44.0 26.7 
Finished goods24.4 24.5 
Total inventories$111.1 $90.5 
Property, plant and equipment, net
Land, buildings and leasehold improvements$58.9 $64.6 
Machinery and equipment254.9 266.3 
Construction in progress9.8 8.4 
Total property plant and equipment323.6 339.3 
Accumulated depreciation and impairment(245.9)(251.8)
Total property, plant and equipment, net$77.7 $87.5 
Other current liabilities
Short term provision$0.1 $0.2 
Restructuring provision3.7 11.7 
Derivative financial instruments0.4 0.1 
Operating lease liability4.7 3.0 
Advance payments2.3 4.6 
Total other current liabilities$11.2 $19.6 
Other non-current liabilities
Contingent liabilities$0.7 $1.8 
Operating lease liability18.2 9.8 
Other non-current liabilities0.1 — 
Total other non-current liabilities$19.0 $11.6 
Impairment of property, plant and equipment
Property,There were no impairments of property, plant and equipment net, includes an impairment of $6.6 million recognized within restructuring charges in 2018 (2017: $2.8 million) of which $1.5 million (2017: $1.3 million) relates to the write-down of land and buildings within the Elektron segment as a result of announced exits, and $5.1 million (2017: $1.5 million) relates to rationalization activity2022, 2021 or 2020 in the Gas Cylinders segment.continuing operations.
Held-for-sale assets
During 2018, two buildings valued at $4.7 million, within our Elektron Segment are classified as held-for-sale assets, presented within other current assets. The buildings are part of separate site closures announced in 2017 (Riverhead, NY) and early 2018 (Findlay, OH) and are readily available for sale. The buildings have been impaired to their fair value less costs to sell, with the impairment ($1.1 million) disclosed within restructuring charges in the consolidated statement of income. We expect the sale of the properties to be completed in the first half of 2019.
The Company was actively marketing and was in negotiations with a third party during the fourth quarter of 2018 with a view to selling its Magnesium Elektron CZ s.r.o. subsidiary, which is involved in magnesium recycling and based in the Czech Republic. This led to the business being classified as held-for-sale and written down to fair value less costs to sell. An offer was received and subsequently accepted in February 2019. The $3.4 million charge is presented within impairment charges in the consolidated statement of income and has been allocated to property, plant and equipment. We expect the transaction to complete in the first half of 2019.
The respective assets and liabilities of the above disposal groups have been reclassified as held-for-sale within other current assets and other current liabilities per the table below.
64

 Reclassified to held-for-sale assetsDecember 31, 2018
 
 In millions  
 Property, plant and equipment$5.5
 
 Inventory2.9
 
 Accounts and other receivables2.3
 
 Held-for-sale assets$10.7
 
    
 Reclassified to held-for-sale liabilities  
 Accounts payables$2.5
 
 Held-for-sale liabilities$2.5
 
As a result of items reclassified to held-for-sale, there has been no reclassification of items from other comprehensive income to the income statement.
There were no held-for-sale assets or liabilities at December 31, 2017.

8.10.    Accumulated Other Comprehensive Loss


Components of Accumulated Other Comprehensive Loss consist of the following:
In millionsDecember 31, 2022December 31, 2021
Cumulative translation adjustments$(65.7)$(52.5)
Pension plans actuarial loss, net of tax(73.7)(82.5)
Accumulated other comprehensive loss$(139.4)$(135.0)

 In millionsDecember 31, 2018 December 31, 2017 
 Cumulative translation adjustments$(55.6) $(49.2) 
 Pension plans actuarial loss, net of tax(90.2) (91.3) 
 Change in market value of derivative financial instruments, net of tax(0.8) (0.2) 
 Accumulated other comprehensive loss$(146.6) $(140.7) 


9.11.    Debt


Debt outstanding was as follows:
In millionsDecember 31, 2022December 31, 2021
4.88% Loan Notes due June 202325.0 25.0 
4.94% Loan Notes due June 202625.0 25.0 
Revolving credit facility31.9 10.8 
Unamortized debt issuance costs(0.7)(1.2)
Total debt$81.2 $59.6 
Less current portion(25.0)— 
Non-current debt$56.2 $59.6 
 In millionsDecember 31, 2018 December 31, 2017 
 6.19% Loan Notes due 2018$—
 $15.0
 
 3.67% Loan Notes due 202125.0
 25.0
 
 4.88% Loan Notes due 202325.0
 25.0
 
 4.94% Loan Notes due 202625.0
 25.0
 
 Revolving credit facility—
 21.3
 
 Other - Bank overdraft3.5
 4.2
 
 Unamortized debt issuance costs(1.4) (1.7) 
 Total debt$77.1
 $113.8
 
 Less current portion$(3.5) $(19.2) 
 Non-current debt$73.6
 $94.6
 
In October 2021, the Company completed a refinancing of its existing Revolving Credit Facility, ("RCF"), extending its tenure to October 2026, while providing increased flexibility to incur additional indebtedness outside of this agreement if required and reducing the covenant burden.
On JulyAt December 31, 2017, an extension to the Senior Facilities Agreement was agreed which provides $1502022 $100 million inof committed debt facilities in the form of a multi-currency revolving credit facility, with an additional(GBP sterling, U.S. dollars or euros) RCF was available to the Company. In addition, $50 million of uncommitted facilitiesfacility capacity was available through an accordion provision. increase clause. On January 3, 2023, the accordion increase clause was partial triggered increasing the RCF to $125 million with a corresponding reduction in the uncommitted accordion capacity to $25 million.
The Senior Facilities Agreement was due to mature in April 2019, but has now been extended until the end of July 2022. Finance costs of $1.0 million were capitalized following this extension. The loan amendment has been treated, in part, as an extinguishment and new loan, as some of the lenders left the consortium, with the other portion deemed to be a modification of the existing facility. The Senior Facility AgreementRCF bears interest equal to aan applicable margin, based upon the Company's leverage, plus either EURIBOR, in the case of amounts drawn in euros, or LIBOR, depending onSONIA (Sterling Overnight Index Average), in the currencycase of amounts drawn down.
in GBP sterling, or SOFR (Secured Overnight Financing Rate) in the case of amounts drawn in U.S. dollars. The weighted-average interest rate on the revolving credit facilityRCF was 3.58%3.80% and 3.05%1.70% in 20182022 and 2017,2021, respectively.
The maturity profile of the Company's debt, excluding unamortized issuance costs and discounts is, as follows:
In millions2023202420252026Total
Loan Notes due June 2023$25.0 $— $— $— $25.0 
Loan Notes due June 2026— — — 25.0 25.0 
Revolving credit facility due October 2026— — — 31.9 31.9 
Total debt$25.0 $— $— $56.9 $81.9 


65

 In millions2019 2020 2021 2022 2023 Thereafter Total 
 Loan Notes due 2021$—
 $—
 $25.0
 $—
 $—
 $—
 $25.0
 
 Loan Notes due 2023—
 —
 —
 —
 25.0
 —
 25.0
 
 Loan Notes due 2026—
 —
 —
 —
 —
 25.0
 25.0
 
 Other3.5
 —
 —
 —
 —
 —
 3.5
 
 Total debt$3.5
 $—
 $25.0
 $—
 $25.0
 $25.0
 $78.5
 















9.11.    Debt (continued)
Loan notes due and shelf facility
The Note Purchase and Private Shelf Agreement contains the same customary covenants and events of default as for the Note Purchase Agreement. The Note Purchase and Private Shelf Agreement also requires us to maintain compliance with the same interest and leverage ratios as for the Note Purchase Agreement. Amounts drawn under the Shelf Facility in June 2016 were used to facilitate an extension of the maturity of $50 million of the outstanding principal amount of the Loan Notes due 2018.
We have been in compliance with the covenants under the Note Purchase and Private Shelf Agreement throughout all of the quarterly measurement dates from and including September 30, 2014, to December 31, 2018.
The Loan Notes due 2021, 2023 and 2026, the Shelf Facility and the Note Purchase and Private Shelf Agreement are governed by the law of the State of New York.in 2022.
Senior Facilities Agreement
The Senior Facilities Agreement contains a number of additional undertakings and covenants that, among other things, restrict, subject to certain exceptions, our and our subsidiaries' ability to:
•engage in mergers, divestitures, consolidations or divisions;
•change the nature of our business;
•make certain acquisitions;
•participate in certain joint ventures;
•grant liens or other security interests on our assets;
•sell, lease, transfer or otherwise dispose of assets, including receivables;
•enter into certain non-arm's-length transactions;
•grant guarantees;
•pay off certain existing indebtedness;
•make investments, loans or grant credit; and
repurchase our shares;
•issue shares or other securities; and
redeem, repurchase, decease, retire or repay any of our share capital.
We are permitted to dispose of assets up to $25 million in aggregate until July 2022, without restriction as to the use of the proceeds under the Senior Facilities Agreement. Above this level, we would need to seek agreement from the majority of the lenders under the Senior Facilities Agreement. In addition, we may pay dividends, subject to certain limitations.
In addition, the Senior Facilities AgreementThe RCF requires us to maintain compliance with an interest coverage ratio and a leverage ratio. The interest coverage ratio measures our EBITDA (as defined in the Senior Facilities Agreement)RCF) to Net Finance Charges (as defined in the Senior Facilities Agreement)RCF). We are required to maintain a minimum interest coverage ratio of 4.0:1. The leverage ratio measures our Total Net Debt (as defined in the Senior Facilities Agreement)RCF) to the Relevant Period Adjusted Acquisition EBITDA (as defined in the Senior Facilities Agreement)RCF). We are required to maintain a leverage ratio of no more than 3.0:1.
Any breach of a covenant in the Senior Facilities AgreementRCF could result in a default under the Senior Facilities Agreement,RCF, in which case lenders could elect to declare all borrowed amounts immediately due and payable if the default is not remedied or waived within any applicable grace periods. Additionally, our and our subsidiaries' ability to make investments, incur liens and make certain restricted payments is also tied to ratios based on EBITDA.controlled by limits within the RCF.
We have been in compliance with the covenants under the Senior Facilities AgreementSFA throughout all of the quarterly measurement dates from and including September 30, 2011, to December 31, 2018.in 2022, with an expectation of compliance in 2023.



10.
66

12.    Derivatives and Financial Instruments
The Company's financial instruments comprise bank and other loans, senior loan notes, derivatives and trade payables deferred and deferred contingent consideration.payables. Other than derivatives, the main purpose of these financial instruments is to raise finance for the Company's operations. The Company also has various financial assets, such as trade receivables and cash and cash equivalents, which arise directly from its operations.
Derivative financial instruments                                        We are exposed to market risk during the normal course of business from changes in currency exchange rates, interest rates and commodity prices, such as magnesium and aluminum prices. We manage exposures through a combination of normal operating and financing activities and through the use of derivative financial instruments, such as foreign currency forward purchase contracts and aluminum forward purchase contracts. We do not use market risk-sensitive instruments for trading or speculative purposes. In 2018,2022, the Company had $0.1$0.7 million (2017: $2.1(2021: $0.1 million) derivative financial instruments disclosedrecorded within accounts and other receivables and nil (2017: $0.3 million) within other non-current assets. There were no. The value of derivative financial instruments recorded in liabilities in 2018 (2017: $1.5 million in other current liabilities andin 2022 was $0.4 million in other non-current liabilities)(2021: $0.1 million).
At December 31, 2018, the fair value of forward foreign currency exchange contracts deferred in equity was a loss of $0.4 million (2017: loss of $0.7 million and 2016: loss of $3.1 million). During 2018, a loss of $0.1 million (2017: gain of $0.6 million and 2016: loss of $0.9 million) has been transferred to the consolidated income statement in respect of contracts that have matured in the year.
Aluminum forward purchase contracts                                        Aluminum is traded on the London Metal Exchange ("LME") and therefore the Group is able to use LME derivative contracts to hedge a portion of its price exposure. In 2018 the Group purchased approximately 11,500 (2017: 12,500) metric tons of primary aluminum. The processed waste can be sold as scrap aluminum at prices linked to the LME price. The price risk on aluminum is mitigated by the use of LME derivative contracts. At December 31, 2018, the Company had hedged nil (2017: 32%) of its main primary aluminum requirements for 2019, being 3,300 (2018: 3,000) metric tonnes. Before hedging the risk, a $100 increase in the LME price of aluminum would increase our Gas Cylinders segment's costs by approximately $1.1 million.
Forward foreign currency exchange contracts                         ��          
The Company incurs currency transaction risk whenever one of the Company's operating subsidiaries enters into either a purchase or sales transaction in a currency other than its functional currency. Currency transaction risk is reduced by matching sales and expenses in the same currency. The Company's U.S. operations have little currency exposure as most purchases, costs and sales are conducted in U.S. dollars. The Company's U.K. operations are exposed to exchange transaction risks, mainly because these operations sell goods priced in euros and U.S. dollars and purchase raw materials priced in U.S. dollars. The Company also incurs currency transaction risk if it lends currency other than its functional currency to one of its joint venture partners.
At December 31, 20182022 and 2017,2021, the Company held various forward foreign currency exchange contracts designated as hedges in respect of forward sales for U.S. dollars, euros, Canadian dollars and Australian dollarsJapanese yen for the receipt of GBP sterling or euros. The Company also held forward foreign currency exchange contracts designated as hedges in respect of forward purchases for U.S. dollars, euros, Canadian dollars, Australian dollars and Chinese yuan by the sale of GBP sterling. The contract totals in GBP sterling and euros, range of maturity dates and range of exchange rates are disclosed below,overleaf, with the value denominated in GBP sterling, given that it is the currency the majority of the contracts are held in.























67

10.12.    Derivatives and Financial Instruments (continued)


Fair value of financial instruments (continued)
December 31, 2022
Sales hedgesU.S. dollarsEurosCanadian Dollars
Contract totals/£m13.412.80.1
Maturity dates01/23 to 03/2301/23 to 03/2301/23
Exchange rates$1.1207 to $1.2083€1.1234 to €1.1468$1.6320
Purchase hedgesU.S. dollarsEurosCanadian dollarsAustralian dollarsChinese yuan
Contract totals/£m9.2 2.6 9.5 1.01.6
Maturity dates01/23 to 04/2301/23 to 04/2301/2301/2301/23 to 03/23
Exchange rates$1.1040 to $1.2084€1.1437 to €1.2240$1.6796 to $1.6239$1.7787¥8.3906 to ¥8.4126

 December 31, 2018 
 Sales hedgesU.S. dollars Euros 
 Contract totals/£m4.8
 7.2
 
 Maturity dates01/19 to 07/19
 01/19 to 07/19
 
 Exchange rates$1.2519 to $1.3419
 €1.0949 to €1.1702
 
December 31, 2021
Sales hedgesU.S. dollarsEurosJapanese Yen
Contract totals/£m5.09.80.1
Maturity dates01/22 to 03/2201/22 to 03/2201/22 to 03/22
Exchange rates$1.3455 to $1.3788€1.1697 to €1.1906 ¥155.2443 to ¥156.6793
Purchase hedgesU.S. dollarsEurosCanadian dollarsAustralian dollarsChinese yuan
Contract totals/£m4.5 3.5 7.5 0.9 1.5 
Maturity dates01/22 to 04/2201/22 to 02/2201/2201/2203/22
Exchange rates$1.3451 to $1.3781€1.1812 to €1.1662$1.7172 to $1.6762$1.8598¥8.6126
 Purchase hedgesU.S. dollars Euros Canadian dollars Czech koruna 
 Contract totals/£m7.5
 1.7
 2.9
 0.1
 
 Maturity dates01/19 to 07/19
 01/19 to 06/19
 01/19 to 03/19
 01/19
 
 Exchange rates$1.2609 to $1.3380
 €1.1074 to €1.1221
 $1.7039 to $1.7416
 CZK 28.4490
 
  December 31, 2017 
 Sales hedgesU.S. dollars Euros Australian dollars 
 Contract totals/£m17.1
 27.5
 2.8
 
 Maturity dates01/18 to 07/19
 01/18 to 07/19
 06/18
 
 Exchange rates$1.2433 to $1.3444
 €1.0949 to €1.1803
 $1.7667 
 Purchase hedgesU.S. dollars Euros Australian dollars 
 Contract totals/£m12.5
 0.1
 1.7
 
 Maturity dates01/18 to 07/19
 01/18
 06/18
 
 Exchange rates$1.2414 to $1.3389
 €1.1084
 1.7161
 


The above contracts are held in GBP sterling, thereforesterling. Therefore, the analysis in the table has been given in GBP sterling to avoid any movements as a result of translation.
Fair value of financial instruments                                        
The following methods were used to estimate the fair values of each class of financial instrument:
Cash at bank and in hand / overdrafts                                        
The carrying value approximates to the fair value as a result of the short-term maturity of the instruments. Cash at bank and in hand are subject to a right to offset in the U.S. and U.K.
OverdraftsBank loans
At December 31, 2018, the Company had overdrafts of $3.5 million (2017: $4.2 million), which are disclosed within other current liabilities with its carrying value being equal to its fair value. All of the balance at December 31, 2018 and 2017 is subject to variable interest rate and subject to floating interest rate risk.
Bank loans                                                    At December 31, 2018,2022, bank and other loans of $75.0$81.9 million (2017: $111.3(2021: $60.8 million) were outstanding. At December 31, 2018,2022, bank and other loans are shown net of issue costs of $1.4$0.7 million (2017: $1.7(2021: $1.2 million), and these issue costs are to be amortized to the expected maturity of the facilities. This carrying value is equal toapproximates to its fair value.value at December 31, 2022 and 2021 respectively. At December 31, 2018, none (2017: $21.32022, $31.9 million (2021: $10.8 million) of the total $75.0$81.9 million (2017: $111.3(2021: $60.8 million) bank and other loans was variable interest rate debt and subject to floating interest rate risk, with the remainder being fixed rate debt.

10.    Derivatives and Financial Instruments (continued)
Fair value measurements
Forward foreign currency exchange rate contracts
The fair value of these contracts was calculated by determining what the Company would be expected to receive or pay on termination of each individual contract by comparison to present market prices.
LME derivative contracts                                            The fair
68

12.    Derivatives and Financial Instruments (continued)
Fair value of these contracts has been calculated by valuing the contracts against the equivalent forward rates quoted on the LME.
Deferred contingent considerationDisclosure of the basis of calculation of the fair value of deferred contingent consideration is included within Note 2 of the consolidated financial statements.
Deferred considerationThe deferred consideration is a fixed amount that was determinable at the date of the acquisition of the Specialty Metals business and paid in 2018.instruments (continued)
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.
Level 3: techniques which use inputs whichthat have a significant effect on the recorded fair value that are not based on observable market data.
The fair values of the financial instruments of the GroupCompany at December 31, 2018,2022 and 2021, were analyzed using the hierarchy as follows:
December 31, 2022
In millionsTotalLevel 1Level 2Level 3
Derivative financial assets:
Foreign currency contract assets$0.7 $— $0.7 $— 
Derivative financial liabilities:
Foreign currency contract liabilities0.4 — 0.4 — 
Interest bearing loans and borrowings:
Loan Notes due 202325.0 — 25.0 — 
Loan Notes due 202625.0 — 25.0 — 
Revolving credit facility31.9 — 31.9 — 
December 31, 2021
In millionsTotalLevel 1Level 2Level 3
Derivative financial assets:
Foreign currency contract assets$0.1 $— $0.1 $— 
Derivative financial liabilities:
Foreign currency contract liabilities0.1 — 0.1 — 
Interest bearing loans and borrowings:
Loan Notes due 202325.0 — 25.0 — 
Loan Notes due 202625.0 — 25.0 — 
Revolving credit facility10.8 — 10.8 — 
69
 In millionsTotal Level 1 Level 2 Level 3 
 Derivative financial assets:        
 Foreign currency contract assets$0.1
 $—
 $0.1
 $—
 
 Interest bearing loans and borrowings:        
 Loan Notes due 2021(24.8) —
 (24.8) —
 
 Loan Notes due 2023(25.9) —
 (25.9) —
 
 Loan Notes due 2026(26.4) —
 (26.4) —
 
 Other financial liabilities:        
 Deferred contingent consideration(0.9) —
 —
 (0.9) 
The following table presents the changes in Level 3 instruments for the year ended December 31, 2018.

 In millions2018 
 Balance at January 1$1.0
 
 Payments made during year(0.8) 
 Unwind of discount on deferred consideration(0.2) 
 Remeasurement of deferred consideration (recognized in acquisition-related costs)0.9
 
 Balance at December 31$0.9
 
 Total losses for the period included in profit and loss for assets held at the end at December 310.7
 
 Change in unrealized (gains) or losses for the period included in profit and loss for assets held at the end at December 31$0.7
 
The deferred contingent consideration relates to estimates of amounts payable in the future regarding acquisitions made in prior years. This deferred contingent consideration is based upon an estimate of the future profitability of the businesses versus targets agreed upon as part of the acquisitions.


11.13.    Income Taxes
Income before income taxes consisted of the following:
Years ended December 31,
In millions202220212020
U.K.$10.9 $21.8 $21.0 
International(1)
30.1 13.6 6.7 
Income before income taxes$41.0 $35.4 $27.7 
   Years ended December 31, 
 In millions 2018 2017 2016 
 U.K. $26.2
 $(3.0) $13.1
 
 
International(1)
 4.3
 22.9
 11.5
 
 Income before income taxes $30.5
 $19.9
 $24.6
 
(1) "International" reflects non-U.K. income before income taxes.
The provision for income taxes consisted of the following:
Years ended December 31,
In millions202220212020
Currently payable
U.K.$(3.5)$2.0 $(0.2)
International(1)
2.7 5.4 2.3 
Total current taxes$(0.8)$7.4 $2.1 
Deferred
U.K.$7.1 $(1.1)$2.1 
International(1)
2.7 (0.9)2.7 
Total deferred taxes$9.8 $(2.0)$4.8 
Total provision for income taxes$9.0 $5.4 $6.9 
   Years ended December 31, 
 In millions 2018 2017 2016 
 Currently payable       
 U.K. $0.2
 $(0.2) $0.3
 
 
International(1)
 5.1
 6.2
 3.6
 
 Total current taxes $5.3
 $6.0
 $3.9
 
 Deferred       
 U.K. $3.4
 $(0.1) $3.4
 
 
International(1)
 (3.2) (2.6) (0.5) 
 Total deferred taxes $0.2
 $(2.7) $2.9
 
 Total provision for income taxes $5.5
 $3.3
 $6.8
 
(1) "International" reflects non-U.K. income before income taxes.
Differences between the financial reporting and the corresponding tax basis of assets and liabilities and the different income tax rates and laws applicable to the Company, among other factors, give rise to permanent differences between the statutory tax rate applicable in the U.K. and the effective tax rate presented in the consolidated income statement,Consolidated Income Statement, which in 2018, 20172022, 2021 and 20162020, were as follows:
Years ended December 31,
In millions202220212020
Income before income taxes$41.0 $35.4 $27.7 
Provision for income taxes at the U.K. statutory tax rate (2022: 19%, 2021:19%, 2020: 19%)7.8 6.7 5.3 
Effect of:
Non-deductible expenses0.7 1.9 1.7 
Movement in valuation allowances0.6 (0.6)0.8 
Differences in income tax rates in countries where the Company operates(1)
1.5 0.5 (0.1)
Effect of changes in tax rates (2)
(0.1)(2.0)0.1 
Movement in uncertain tax positions— — (0.4)
Other(1.5)(1.1)(0.5)
Total provision for income taxes$9.0 $5.4 $6.9 
  Years ended December 31, 
 In millions2018 2017 2016 
 Income before income taxes$30.5
 $19.9
 $24.6
 
 Provision for income taxes at the U.K. statutory tax rate (2018: 19%, 2017:19.25%, 2016: 20.0%)5.8
 3.8
 4.9
 
 Effect of:      
 Non-deductible expenses0.1
 0.8
 0.4
 
 Movement in valuation allowances—
 (0.9) 0.7
 
 
Differences in income tax rates in countries where the Company operates(1)
0.3
 2.2
 (0.5) 
 Effect of U.S. tax reform—
 (4.0) —
 
 
Effect of changes in tax rates (excluding U.S. tax reform) (2)
0.2
 1.1
 —
 
 Movement in uncertain tax positions0.1
 0.9
 0.9
 
 Other(1.0) (0.6) 0.4
 
 Total provision for income taxes$5.5
 $3.3
 $6.8
 
(1) Refers mainly to the effects of the differences between the statutory income tax rate in the U.K. against the applicable income tax rates of each country where the Company operates.
(2) The U.K. corporation tax rate decreased from 21% to 20% with effect from April 1, 2015, and from 20% to 19% with effect from April 1, 2017. A further reduction An increase in the U.K. corporation tax rate is expectedfrom 19% to 17%25%, effective from April 1, 2020.2023, was announced in March 2021. Rate changes also occur in each period as a result of changes in the average state tax rate in the U.S.







70

11.13.    Income Taxes (continued)
The US tax reform included complex tax provisions, and it is understood that the Department of Treasury and IRS may offer additional guidance about their application and effect. The Company does not expect to have to book any further related adjustments, however we will review any updates in interpretations and information as they become available. The Company is below the size thresholds for application of the base erosion and anti-avoidance tax (BEAT). The Company does not have material global intangible low-taxed income (GILTI) or foreign derived intangible income (FDII), and is not currently subject to any material restriction under the net interest expense limitation.
Reconciliations of the beginning and ending gross unrecognized tax benefits were as follows:
Years ended December 31,
In millions202220212020
Beginning balance$1.8 $2.4 $3.2 
Gross increases based on tax positions related to the current year— 0.1 0.6 
Reductions due to expiry of statute of limitations(0.7)(0.7)(1.4)
Ending balance$1.1 $1.8 $2.4 
Non-current$1.1 $1.8 $2.4 
  Years ended December 31, 
 In millions2018 2017 2016 
 Beginning balance$2.8
 $1.9
 $1.0
 
 Gross increases based on tax positions related to the current year1.4
 1.0
 0.9
 
 Reductions due to expiry of statute of limitations(1.0) (0.1) —
 
 Ending balance$3.2
 $2.8
 $1.9
 
        
 Non-current$3.2
 $2.8
 $1.9
 


The Company's unrecognized tax benefits relate to the pricing of its various inter-company transactions. Because the transfer pricing calculation is often multifaceted, taking into account economics, finance, industry practice, and functional analysis, a company's transfer pricing position often sits at a particular point along a wide continuum of possible pricing outcomes. The inherent subjectivity in pricing inter-company balances gives rise to measurement uncertainty. Management has considered the valuation uncertainty in determining the measurement of the uncertain tax position. There are no current tax audit examinations. Management estimates that it is reasonably possible that approximately $0.9 million of our gross unrecognized tax benefits ($0.1 million of our net unrecognized tax benefits) may be recognized by the end of 2019 as a result of a lapse of the statute of limitations.
At December 31, 2018, 20172022, 2021 and 2016,2020, there were $0.7$0.3 million, $0.6$0.4 million, and $0.4$0.5 million of unrecognized tax benefits, respectively, that, if recognized, would affect the annual effective tax rate.
The Company recognizes interest accrued and penalties relating to unrecognized tax benefits in the income tax line. During the years ended December 31, 2018, 20172022, 2021 and 2016,2020, the Company recognized approximately $nil, $nil and $0.1 million, and $nil respectively, in interest and penalties.
The following is a summary of the tax years open by major tax jurisdiction:
JurisdictionYears open
U.K.20172020 - 20182022
U.S. Federal20162019 - 20182022
U.S. State and local20152019 - 20182022
France20162019 - 20182022
Czech RepublicGermany20152018 - 20182022
GermanyChina20152019 - 20182022
ChinaCanada20162018 - 20182022
Canada2015 - 2018



71


11.13.    Income Taxes (continued)
Taxes have not been provided on undistributed earnings of subsidiaries where it is our intention to reinvest these earnings permanently or to repatriate the earnings only when it is tax efficient to do so. The amount of unremitted earnings at December 31, 2018,2022 was approximately $62.4$83.1 million (at December 31, 2017: $59.02021: $70.3 million, at December 31, 2016: $69.92020: $56.4 million). If these earnings were remitted, it is estimated that the additional income tax arising would be approximately $0.6$1.2 million (at December 31, 2017: $0.32021: $1.0 million, at December 31, 2016: $0.22020: $0.8 million).
Deferred taxes were recorded in the Consolidated Balance Sheets as follows:
  December 31, 
 In millions2018
 2017
 
 Other non-current assets$18.6
 $20.8
 
 Other non-current liabilities(3.5) (4.2) 
 Net deferred tax assets$15.1
 $16.6
 

December 31,
In millions20222021
Deferred tax assets$3.0 $8.0 
Deferred tax liabilities(9.9)(2.7)
Net deferred tax (liabilities) / assets$(6.9)$5.3 
The tax effects of the major items recorded in deferred tax assets and liabilities were as follows:
  December 31, 
 In millions2018
 2017
 
 Deferred tax assets    
 Pension benefits$7.7
 $10.9
 
 Tax loss and credit carry forwards20.7
 24.8
 
 Other5.2
 1.6
 
 Total deferred tax assets33.6
 37.3
 
 Valuation allowances(15.0) (15.0) 
 Deferred tax assets, net of valuation allowances$18.6
 $22.3
 
 Deferred tax liabilities    
 Property, plant and equipment$3.5
 $5.7
 
 Total deferred tax liabilities$3.5
 $5.7
 
 Net deferred tax assets$15.1
 $16.6
 

December 31,
In millions20222021
Deferred tax assets
Pension benefits$— $0.5 
Accrued liabilities0.8 1.5 
Tax loss and credit carry forwards18.9 28.3 
Employee compensation benefits1.3 2.9 
Operating leases4.0 1.1 
Other0.4 1.0 
Total deferred tax assets25.4 35.3 
Valuation allowances(16.5)(18.0)
Deferred tax assets, net of valuation allowances$8.9 $17.3 
Deferred tax liabilities
Property, plant and equipment$4.3 $4.5 
Pension benefits3.7 3.5 
Goodwill and other intangibles3.9 2.4 
Operating leases3.9 0.3 
Other— 1.3 
Total deferred tax liabilities$15.8 $12.0 
Net deferred tax assets$(6.9)$5.3 
Q
Deferred tax liabilities and assets represent the tax effect of temporary differences between the value of assets and liabilities for financial statement purposes and such values as measured by the relevant jurisdiction's tax laws and regulations. Deferred tax assets and liabilities from the same tax jurisdiction have been netted, resulting in assets and liabilities being recorded under the deferred taxation captions on the consolidated balance sheet.


In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences and carryforwards become deductible or creditable. Management considers the scheduled reversal of existing taxable temporary differences, projected future taxable income, and tax-planning strategies in making this assessment.

In March 2021 an increase in the U.K. corporation tax rate from 19% to 25% was announced, effective from April 1, 2023. Deferred tax liabilities and assets which are expected to unwind after April 1, 2023 have been valued at 25%.



72





11.13.    Income Taxes (continued)
At December 31, 2018,2022, the Company had carried forward tax losses and tax credits of $81.0$74.8 million (U.K.: $38.8$15.6 million, non-U.K.: $42.2$59.2 million). Carried forward tax losses and tax credits for 20172021 were $92.7$106.3 million (U.K.: $43.4$43.0 million, non-U.K.: $49.3$63.3 million) and for 20162020 were $82.4$104.2 million (U.K.: $35.3$30.0 million, non-U.K.: $47.1$74.2 million). To the extent that these losses are not already recognized as deferred income taxes assets and are available to offset against future taxable profits, it is expected that the future effective tax rate would be below the standard rate in the country where the profits are offset. A valuation allowance of $15.0$16.5 million (2017: $15.0(2021: $18.0 million, 2016: $15.92020: $19.3 million) exists for deferred tax benefits related to the tax loss and tax credit carry forwards and other benefits that may not be realized. The apportionment of the valuation allowance between the U.K. and non-U.K. jurisdictions is U.K.: $4.1$3.5 million, non-U.K.: $10.9$13.0 million (2017: U.K.: $4.6 million, non-U.K.: $10.4 million; 2016:(2021: U.K.: $4.1 million, non-U.K.: $11.8$13.9 million; 2020: U.K.: $3.2 million, non-U.K.: $16.1 million). The non-U.K. valuation allowances relate predominantlyrelates to tax losses in CanadaFrance and Germany.
Of the carried forward tax losses and tax credits as at December 31, 2018, $23.82022, $11.9 million expire between 2023 and 20342033, and $57.2$62.6 million are available for indefinite carry-forward.



12.
73

14.     Pension Plans
The Company has defined benefit pension plans in the U.K., the U.S. and France. The levels of funding are determined by periodic actuarial valuations. The assets of the plans are generally held in separate trustee-administeredTrustee-administered funds. The Company also operates defined contribution plans in the U.K., the U.S., Australia and Canada.
The "10% corridor" method for recognizing gains and losses has been adopted. This methodology means that cumulative gains and losses up to an amount equal to 10% of the higher of the liabilities and the assets (the corridor) have no impact on the pension cost. Cumulative gains or losses greater than this corridor are amortized over the average future lifetime of the members in the Plans.plans.
The principal defined benefit pension plansplan in the Company is the U.K. Luxfer Group Pension Plan ("the Plan"), which closed to new members in 1998, with new employees then being eligible for a defined contribution plan. In April 2016, the Plan was closed to further benefit accrual, with members being offered contributions to a defined contribution plan. The Company's other arrangements are less significant than the Plan, the largest being the BA Holdings, Inc. Pension Plan in the U.S. In December 2005, this plan was closed to further benefit accrual, with members being offered contributions to that company's 401(k) plan. At January 1, 2016, the U.S. pension plans (BA Holdings Inc. Pension Plan and Luxfer Hourly Pension Plan) merged into one plan.
The following tables present reconciliations of planpension benefit obligations, fair value of plan assets and the funded status of pension plans as of and for the years ended December 31, 20182022 and 2017:
2021:
  2018 2018 2018 2017 2017 2017 
 In millionsU.K. U.S./ other Total U.K. U.S./ other Total 
 Change in benefit obligations            
 Benefit obligation at January 1$369.7
 $53.1
 $422.8
 $334.8
 $48.6
 $383.4
 
 Service cost—
 0.1
 0.1
 —
 0.1
 0.1
 
 Interest cost8.6
 1.8
 10.4
 8.9
 1.9
 10.8
 
 Actuarial (gain) / loss(27.7) (5.9) (33.6) 10.1
 4.3
 14.4
 
 Exchange difference(19.7) (0.1) (19.8) 32.0
 0.3
 32.3
 
 Benefits paid(17.9) (2.2) (20.1) (16.1) (2.1) (18.2) 
 Prior service cost2.2
 —
 2.2
 —
 —
 —
 
 Benefit obligation at December 31$315.2
 $46.8
 $362.0
 $369.7
 $53.1
 $422.8
 
 Change in plan assets            
 Fair value of plan assets at January 1$326.3
 $41.2
 $367.5
 $280.3
 $36.6
 $316.9
 
 Actual return on assets(13.0) (2.5) (15.5) 27.7
 4.8
 32.5
 
 Exchange difference(17.8) —
 (17.8) 27.4
 —
 27.4
 
 Contributions from employer5.8
 2.1
 7.9
 7.0
 1.9
 8.9
 
 Benefits paid(17.9) (2.2) (20.1) (16.1) (2.1) (18.2) 
 Fair value of plan assets at December 31$283.4
 $38.6
 $322.0
 $326.3
 $41.2
 $367.5
 
 Funded status            
 Benefit obligations in excess of the fair value of plan assets$(31.8) $(8.2) $(40.0) $(43.4) $(11.9) $(55.3) 
202220222022202120212021
In millionsU.K.U.S. / otherTotalU.K.U.S. / otherTotal
Change in benefit obligations
Benefit obligation at January 1$362.9 $48.7 $411.6 $404.0 $50.7 $454.7 
Interest cost6.2 1.3 7.5 5.6 1.1 6.7 
Settlement gain— (5.9)(5.9)— — — 
Actuarial gains(93.7)(9.0)(102.7)(29.6)(0.8)(30.4)
Exchange difference(37.0)— (37.0)(4.0)— (4.0)
Benefits paid(12.8)(2.5)(15.3)(13.1)(2.3)(15.4)
Benefit obligation at December 31$225.6 $32.6 $258.2 $362.9 $48.7 $411.6 
Change in plan assets
Fair value of plan assets at January 1$376.6 $46.8 $423.4 $358.9 $45.0 $403.9 
Actual return on assets(71.2)(10.4)(81.6)16.3 4.1 20.4 
Exchange difference(40.4)— (40.4)(3.7)— (3.7)
Contributions from employer0.4 — 0.4 18.2 — 18.2 
Benefits paid(12.8)(2.4)(15.2)(13.1)(2.3)(15.4)
Settlement loss— (5.9)(5.9)— — — 
Fair value of plan assets at December 31$252.6 $28.1 $280.7 $376.6 $46.8 $423.4 
Funded status
Net benefit surplus / (obligation)$27.0 $(4.5)$22.5 $13.7 $(1.9)$11.8 


The net benefit obligationssurplus of $40.0$27.0 million and $55.3 million(2021: $13.7 million) in the U.K. plan is recorded in non-current assets at December 31, 2018,2022, and December 31, 2017, respectively, arethe net benefit obligation of $4.5 million (2021: $1.9 million) in the U.S. / other is recorded in non-current liabilities at December 31, 2022.
In December 2021, the Company made a special one-off deficit reduction payment to the U.K. Plan of $12.7 million. The payment means the Company is not expected to make any additional deficit recovery contributions to the Plan until at least December 2024. Contributions of $0.4m were paid to the U.K. plan in relation to the consolidated balance sheets.Pension Protection Fund levy.

74








12.14.     Pension Plans (continued)
The amounts recognized in the consolidated statementsConsolidated Statements of incomeIncome in respect of the pension plans were as follows:
202220222022202120212021202020202020
In millionsU.K.U.S. / otherTotalU.K.U.S. / otherTotalU.K.U.S. / otherTotal
In respect of defined benefit plans:
Current service cost$— $— $— $— $— $— $— $— $— 
Interest cost6.2 1.3 7.5 5.6 1.1 6.7 7.0 1.4 8.4 
Expected return on assets(10.4)(0.7)(11.1)(10.2)(1.8)(12.0)(12.2)(2.3)(14.5)
Curtailment gain— — — — — — — — — 
Settlement loss— 2.0 2.0 — — — — — — 
Amortization of net actuarial loss1.8 0.3 2.1 3.4 0.4 3.8 2.3 0.3 2.6 
Amortization of prior service credit(0.4)— (0.4)(0.4)— (0.4)(0.4)— (0.4)
Total (credit) / expense for defined benefit plans$(2.8)$2.9 $0.1 $(1.6)$(0.3)$(1.9)$(3.3)$(0.6)$(3.9)
In respect of defined contribution plans:
Total charge for defined contribution plans$2.0 $1.7 $3.7 $2.1 $1.5 $3.6 $1.5 $1.9 $3.4 
Total charge / (credit) for benefit plans$(0.8)$4.6 $3.8 $0.5 $1.2 $1.7 $(1.8)$1.3 $(0.5)
  2018 2018 2018 2017 2017 2017 2016 2016 2016 
 In millionsU.K. U.S. / other Total U.K. U.S. / other Total U.K. U.S. / other Total 
 In respect of defined benefit plans:                  
 Current service cost$—
 $0.1
 $0.1
 $—
 $0.1
 $0.1
 $0.3
 $0.1
 $0.4
 
 Interest cost8.6
 1.8
 10.4
 8.9
 1.9
 10.8
 10.9
 2.5
 13.4
 
 Expected return on assets(14.5) (2.2) (16.7) (14.8) (1.8) (16.6) (14.1) (2.3) (16.4) 
 Settlement loss—
 —
 —
 —
 —
 —
 —
 4.3
 4.3
 
 Amortization of net actuarial loss2.3
 0.4
 2.7
 2.5
 0.3
 2.8
 1.9
 0.4
 2.3
 
 Amortization of prior service credit(0.5) —
 (0.5) (0.5) —
 (0.5) (0.5) —
 (0.5) 
 Total (credit) / charge for defined benefit plans$(4.1) $0.1
 $(4.0) $(3.9) $0.5
 $(3.4) $(1.5) $5.0
 $3.5
 
 In respect of defined contribution plans:                  
 Total charge for defined contribution plans$2.1
 $2.3
 $4.4
 $1.9
 $2.1
 $4.0
 $1.6
 $2.1
 $3.7
 
 Total (credit) / charge for pension plans$(2.0) $2.4
 $0.4
 $(2.0) $2.6
 $0.6
 $0.1
 $7.1
 $7.2
 

In accordance with ASC 715, defined benefit pension charge / (credit)credit is split in the income statement, with $0.7$0.2 million (2017: $0.8(2021: $0.4 million; 2016: $0.72020: $0.4 million) of expenses recognized within sales, general and administrative expenses and a credit of $4.7$0.1 million (2017: $4.2(2021: $2.3 million credit; 2016: $2.82020: $4.3 million charge)credit) recognized below operating income in the income statement.
The following table shows other changes in plan assets and benefit obligations recognized in other comprehensive income (loss) ("AOCI") during the years ended December 31:
In millions202220212020
Net actuarial gain / (loss)$8.2 $38.8 $(26.9)
Amortization of actuarial loss2.1 3.8 2.6 
Actuarial loss recognized due to settlement event2.0 — — 
Prior service cost— — (0.1)
Amortization of prior service credit(0.4)(0.4)(0.4)
Total recognized in other comprehensive income / (loss)11.9 42.2 (24.8)
Total recognized in net periodic benefit cost and other comprehensive income / (loss)$11.8 $44.1 $(20.9)
 In millions2018 2017 
 Net actuarial gain$1.4
 $1.6
 
 Amortization of net gain2.7
 2.8
 
 Prior service cost(2.2) —
 
 Amortization of prior service credit(0.5) (0.5) 
 Total recognized in other comprehensive income1.4
 3.9
 
 Total credit recognized in net periodic benefit cost and other comprehensive income$5.4
 $7.3
 

The estimated net loss for defined benefit plans included in AOCI that will be recognized in net periodic benefit cost during 20192023 is $2.3$12.7 million, consisting of amortization of net actuarial loss of $2.7$13.1 million, partially offset by amortization of prior service credit of $0.4 million. In accordance with ASC 715, recognition of all accumulated losses will be triggered at the settlement date of the planned buyout of the U.S. scheme.
The following table shows the amounts included in AOCI that have not yet been recognized as components of net periodic benefit cost for the years ended December 31:
In millions20222021
Gross actuarial loss$(110.2)$(122.5)
Gross prior service credit11.0 11.4 
Total included in AOCI not yet recognized in the statement of income$(99.2)$(111.1)




75

 In millions2018 2017 
 Net actuarial loss$(136.4) $(140.5) 
 Net prior service credit12.7
 15.5
 
 Total included in AOCI not yet recognized in the statement of income$(123.7) $(125.0) 






12.14.     Pension Plans (continued)
In September 2019, the U.K. Statistics Authority announced plans to reform the RPI inflation index. On November 25, 2020, the government and U.K. Statistics Authority confirmed these plans to reform the RPI index to bring it into line with the CPIH index from 2030, with no compensation for the holders of index-linked gilts. Inflation measured by the CPIH is consistently significantly lower than that measured by RPI, and, therefore, these plans imply a significant expected reduction in RPI inflation from 2030 onwards. As a result.we have taken a stepped approach and used different inflation rates pre and post 2030.
The financial assumptions used in the calculations were:
  Projected Unit Credit Valuation 
  U.K. U.S. 
  2018 2017 2016 2018 2017 2016 
  % % % % % % 
 Discount rate2.90 2.40 2.60 4.20 3.60 4.20 
 Expected return on assets4.90 4.80 5.20 6.20 6.00 6.30 
 Retail price inflation3.30 3.10 3.20 n/a n/a n/a 
 Inflation related assumptions:            
 Salary inflationn/a n/a n/a n/a n/a n/a 
 Consumer price inflation2.20 2.10 2.20 n/a n/a n/a 
 Pension increases—pre April 6, 19972.00 1.90 2.00 n/a n/a n/a 
 —1997 - 20052.20 2.10 2.20 n/a n/a n/a 
 —post April 5, 20051.80 1.70 1.80 n/a n/a n/a 
Projected Unit Credit Valuation
U.K.U.S.
202220212020202220212020
%%%%%%
Discount rate4.80 1.90 1.40 5.10 2.70 2.30 
Expected return on assets5.60 3.30 3.00 4.70 2.50 5.00 
Pre-2030
Retail Price Inflation3.20 3.30 2.90 n/an/an/a
Consumer Price Inflation2.10 2.20 1.80 n/an/an/a
Pension increases
     Pre 6 April 19971.90 2.00 1.70 n/an/an/a
     1997 - 20052.10 2.20 1.90 n/an/an/a
     Post 5 April 20051.70 1.80 1.60 n/an/an/a
Post-2030
Retail Price Inflation3.20 3.30 2.70 n/an/an/a
Consumer Price Inflation3.10 3.20 2.60 n/an/an/a
Pension increases
     Pre 6 April 19972.40 2.50 2.20 n/an/an/a
     1997 - 20053.00 3.10 2.60 n/an/an/a
     Post 5 April 20052.20 2.20 2.00 n/an/an/a
The discount rate used for the UK Plan 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 Plan’s liabilities. The inflation rate is derived using a similar cash flow matched methodology as used for the discount rate but havingwith regard to the difference between yields on fixed-interest and index-linked United Kingdom government gilts. The expected return on assets assumption is set havingwith regard to the asset allocation and expected return on each asset class as atof the balance sheet date.
  2018 2017 
 Other principal actuarial assumptions:Years Years 
 Life expectancy of male / female in the U.K. aged 65 at accounting date21.4 / 24.1 21.6 / 24.6 
 Life expectancy of male / female in the U.K. aged 65 at 20 years after accounting date22.8 / 25.7 23.3 / 26.5 
20222021
Other principal actuarial assumptions:YearsYears
Life expectancy of male / female in the U.K. aged 65 at accounting date21.2 / 23.021.1 / 22.9
Life expectancy of male / female in the U.K. aged 65 at 20 years after accounting date22.5 / 24.522.4 / 24.4
Investment strategies
For the principal defined benefit plan in the Company and the U.K., the Luxfer Group Pension Plan, (the "Plan," as defined above), the assets are invested in a diversified range of asset classes and include matching assets (comprising fixed-interest and index-linked bonds and swaps) and growth assets (comprising all other assets). The Trustees of the Plan have formulated a de-risking strategy to help control the short-term risk of volatility associated with holding growth assets. The Trustees also monitor the cost of a buy-in to secure pensioner liabilities with an insurance company to ensure they and the Company are able to act if such an opportunity arises. Other options to progressively reduce the scale of the liabilities are discussed between the Trustees and the Company.

76

14.     Pension Plans (continued)
Risk exposures
The Company is at risk of adverse experience relatingU.K. plan currently has a long-term strategic target to the defined benefit plans.
The plans hold a high proportion25 percent of assets in equity and other growth investments, with the intention of growing the value of assets relative to liabilities. The Company is at risk if the value of liabilities grows at a faster rate than the plansplans' assets, or if there is a significant fall in the value of these assets not matched by a fall in the value of liabilities. If any of these events occurred, thisit would be expected to lead to an increase in the Company's future cash contributions.




12.     Pension Plans (continued)
Special events
In October 2018, following a High Court ruling2021, the Company decided to terminate its U.S. Pension Plan. In accordance with ASC 715, the liabilities must be valued based on market expectations for the period over which the obligations are to be settled. The Company is committed to buying out the U.S. plan with an insurer in 2023, with the U.K., a $2.2 million allowancefull buyout expected in relation toearly 2023. Therefore, at the 2022 year-end, the obligation reflects the expected future costscost of equalizing Guaranteed Minimum Pensions (GMPs) insecuring the U.K. Plan has been included in the obligations on the balance sheet at December 31, 2018. This allowance will be amortized in the income statement over the future lifetime of the Plan members.
In 2016 annuities were purchased settling $10.0 million of liabilities of the U.S. Planplan's benefits with an associated settlement charge of $0.1 million. Lump sum settlements were also paid of $4.2 million with an associated settlement credit of $0.7 million. The gross amounts settled were $14.8 million and $14.2 million during this exercise.
In 2015, following a consultation with the Trustees and members, it was agreed that the Luxfer Group Pension Plan in the U.K. would close to future accrual of benefits effective from April 5, 2016, and for the purpose of increasing pensions in payment, to use Consumer Price Index as the reference index in place of Retail Price Index where applicable. As a result, in 2015 the Company recognized a curtailment credit of $3.3 million in respect of the closure of the Plan to future accrual and a past service credit of $14.9 million in respect of the change in expected future pension increases in payment.insurer.
The fair value of plan assets were:
  2018 2018 2018 2017 2017 2017 
 In millionsU.K. U.S./ other Total U.K. U.S./ other Total 
 Assets in active markets:            
 Equities and growth funds$173.1
 $20.6
 $193.7
 $203.4
 $22.9
 $226.3
 
 Government bonds46.7
 —
 46.7
 49.9
 —
 49.9
 
 Corporate bonds63.6
 18.0
 81.6
 72.7
 18.3
 91.0
 
 Cash—
 —
 —
 0.3
 —
 0.3
 
 Total fair value of plan assets$283.4
 $38.6
 $322.0
 $326.3
 $41.2
 $367.5
 
202220222022202120212021
In millionsU.K.U.S. / otherTotalU.K.U.S. / otherTotal
Assets in active markets:
Equities and growth funds$78.3 $— $78.3 $149.9 $— $149.9 
Government bonds65.7 — 65.7 64.6 — 64.6 
Corporate bonds106.1 27.5 133.6 147.5 46.6 194.1 
Cash2.5 0.6 3.1 14.6 0.2 14.8 
Total fair value of plan assets$252.6 $28.1 $280.7 $376.6 $46.8 $423.4 
All investments, apart from cash, were classified as Level 2 in the fair value hierarchy as of December 31, 20182022, and December 31, 2017.2021. Cash is classified as Level 1 in the fair value hierarchy as of December 31, 2022, and December 31, 2021.
The following benefit payments are expected to be paid by the plans for the years ended December 31 as follows:
In millionsU.K. pension plans
U.S. / other pension plans (1)
2023$13.1 $0.7 
202413.4 — 
202513.6 — 
202613.9 — 
202714.2 — 
Thereafter74.8 — 
 In millionsU.K. pension plans U.S./ other pension plans
 2019$17.6
 $2.3
 202017.9
 2.3
 202118.3
 2.3
 202218.7
 2.3
 202319.1
 2.3
 Thereafter102.2
 11.7
(1)    The expected payments reflect the current projection of benefits due to be paid. Upon completion of the                                                    d     buyout this will be a nil value. The expected buyout completion date is in quarter one of 2023.
The estimated amount of employer deficit recovery contributions expected to be paid to the defined benefit pension plans for the year ending December 31, 2019,2023, is $7.5 million (2018: $7.9 millionnil (2022: nil actual employer contributions).

There will also be an additional employer contribution into the U.S. plan as a result of the planned buyout, this is estimated to be approximately $3.5 million.
13.
77

15.    Shareholders' Equity
(a)Ordinary share capital
(a)Ordinary share capital
  December 31, 2018 December 31, 2017 December 31, 2018  December 31, 2017  
  No. No. Millions  Millions  
 Authorized:          
 Ordinary shares of £0.50 each40,000,000
 40,000,000
 $35.7
(1) 
 $35.7
(1) 
 
 Deferred ordinary shares of £0.0001 each761,845,318,444
 769,423,688,000
 149.9
(1) 
 150.9
(1) 
 
  761,885,318,444
 769,463,688,000
 $185.6
(1) 
 $186.6
(1) 
 
 Allotted, called up and fully paid:        
  
 
 Ordinary shares of £0.50 each29,000,000
 27,136,799
 $26.6
(1) 
 $25.3
(1) 
 
 Deferred ordinary shares of £0.0001 each761,835,338,444
 769,413,708,000
 149.9
(1) 
 150.9
(1) 
 
  761,864,338,444
 769,440,844,799
 $176.5
(1) 
 $176.2
(1) 
 
 ​​
 ​
 ​
​ ​
​ 
December 31, 2022December 31, 2021December 31, 2022December 31, 2021
No.No.MillionsMillions 
Authorized: 
Ordinary shares of £0.50 each40,000,000 40,000,000 $35.7 (1)$35.7 (1)
Deferred ordinary shares of £0.0001 each— 761,835,318,444 — (1)149.9 (1)
40,000,000 761,875,318,444 $35.7 (1)$185.6 (1)
Allotted, called up and fully paid: 
Ordinary shares of £0.50 each28,944,000 28,944,000 $26.5 (1)$26.5 (1)
Deferred ordinary shares of £0.0001 each— 761,835,318,444 — (1)149.9 (1)
28,944,000 761,864,262,444 $26.5 (1)$176.4 (1)

(1)The Company's ordinary and deferred share capital are shown in U.S. dollars at the exchange rate prevailing at the month-end spot rate at the time of the share capital being issued.
(1)
The Company's ordinary and deferred share capital are shown in U.S. dollars at the exchange rate prevailing at the month-end spot rate at the time of the share capital being issued. This rate at the end of February 2007 was $1.9613:£1 when the first 20,000,000 shares were issued; the rate at the end of October 2012 was $1.6129:£1 when 7,000,000 shares were issued; the rate at the end of March 2013 was $1.5173:£1 when 1,924 shares were issued; the rate at the end of January 2014 was $1.6487:£1 when 12,076 shares were issued; the rate at the end of May 2014 was $1.6760:£1 when 24,292 shares were issued; the rate at the end of August 2014 was $1.6580:£1 when 58,399 shares were issued; the rate at the end of February 2015 was $1.5436:£1 when 8,563 shares were issued; the rate at the end of March 2015 was $1.4847:£1 when 3,866 shares were issued; the rate at the end of June 2015 was $1.5715:£1 when 27,679 shares were issued; and the rate at the end of August 2018 when was $1.2843:£1 when 1,863,201 shares were issued.
The rights of the shares are as follows:
Ordinary shares of £0.50 each
The ordinary shares carry no entitlement to an automatic dividend but rank pari passu in respect of any dividend declared and paid. The ordinary shares were allotted and issued to satisfy share awards which vested under the Company's share award and share incentive plans.
At December 31, 2018,2022, there were 28,376,729 (2017: 25,929,312)26,934,973 (2021: 27,529,824) ordinary shares of Luxfer Holdings PLC listed on the New York Stock Exchange (NYSE).
Deferred ordinary shares of £0.0001 each
TheIn July 2022 the Company made a payment of $0.1 million to cancel the entirety of deferred shares have no entitlementheld, $149.8 million was reallocated to dividends oradditional paid-in capital to vote. On a liquidation, (but not otherwise)reflect the holderscapital reduction in deferred shares.

(b) Treasury Shares
In millions
At January 1, 2021$(4.0)
Purchase of treasury shares(6.4)
Cancellation of treasury shares0.7 
Utilization of treasury shares0.1 
At December 31, 2021(9.6)
Purchase of treasury shares(11.1)
Utilization of treasury shares0.3 
At December 31, 2022$(20.4)
In 2022, the deferred shares shall be entitled to the repayment of the paid up nominal amount of the deferred shares, but only after any payment to the holders ofCompany purchased 711,572 ordinary shares for a total cost of an amount equal to 100 times$11.1 million. 9,424 of these shares were utilized at $0.3 million, with the amount paid up on such ordinaryremaining 702,148 retained within Treasury shares.






13.    Shareholders' Equity (continued)
(b) Treasury Shares
 In millions  
 At January 1, 2017$(7.1) 
 Transfer of treasury shares into ESOP0.8
 
 Utilization of treasury shares0.5
 
 At December 31, 2017(5.8) 
 Transfer of treasury shares into ESOP1.4
 
 Utilization of treasury shares0.1
 
 At December 31, 2018$(4.3) 
In June 2015,2021, the Board announced a share buy-back program of up to $10Company purchased 297,678 total shares for $6.4 million. Of the 297,678 shares repurchased in the year, 56,000 at $0.7 million to cover the needs of employee share plans. Shareholder approval for this program was granted at the 2014 Annual General Meeting (for repurchases up to an aggregate amount of 2,700,000 ordinary shares or ADSs).
During 2017 and 2018, no ordinaryhave been cancelled. 16,395 shares were repurchased underutilized at $0.1 million, with the share buy-back program. remaining 225,283 retained within Treasury shares.
At December 31, 2018,2022, there were 378,201 (2017: 527,616)1,277,766 (2021: 575,618) treasury shares held at a cost of $4.3$20.4 million (2017: $5.8(2021: $9.6 million).
78

15.    Shareholders' Equity (continued)
(c) OwnCompany shares held by ESOP
 In millions  
 At January 1, 2017$(0.5) 
 Transfer of treasury shares into ESOP(0.8) 
 Utilization of ESOP shares0.3
 
 At December 31, 2017(1.0) 
 Issue of new shares(1.3) 
 Shares sold from ESOP0.4
 
 Transfer of treasury shares into ESOP(1.4) 
 Utilization of ESOP shares1.1
 
 At December 31, 2018$(2.2) 
In millions
At January 1, 2021$(1.4)
Utilization of ESOP shares0.3 
At December 31, 2021(1.1)
Utilization of ESOP shares0.1 
At December 31, 2022$(1.0)
At December 31, 2018,2022, there were 1,621,301721,261 ordinary shares ofat £0.50 each (2017: 104,709(2021: 838,558 ordinary shares of £0.50 each) held by The Luxfer Group Employee Share Ownership Plan (the "ESOP").














13.    Shareholders' Equity (continued)
(d) Dividends paid and proposed
In millions202220212020
Dividends declared and paid during the year:
Interim dividend paid February 5, 2020 ($0.125 per ordinary share)$— $— $3.4 
Interim dividend paid May 6, 2020 ($0.125 per ordinary share)— — 3.4 
Interim dividend paid August 5, 2020 ($0.125 per ordinary share)— — 3.4 
Interim dividend paid November 4, 2020 ($0.125 per ordinary share)— — 3.4 
Interim dividend paid February 4, 2021 ($0.125 per ordinary share)— 3.4 — 
Interim dividend paid May 5, 2021 ($0.125 per ordinary share)— 3.4 — 
Interim dividend paid August 4, 2021 ($0.125 per ordinary share)— 3.4 — 
Interim dividend paid November 3, 2021 ($0.125 per ordinary share)— 3.4 — 
Interim dividend paid February 2, 2022 ($0.125 per ordinary share)3.4 — — 
Interim dividend paid May 4, 2022 ($0.130 per ordinary share)3.6 — — 
Interim dividend paid August 3, 2022 ($0.130 per ordinary share)3.6 — — 
Interim dividend paid November 2, 2022 ($0.130 per ordinary share)3.6 — — 
$14.2 $13.6 $13.6 

In millions202220212020
Dividends declared and paid after December 31 (not recognized as a liability at December 31):
Interim dividend paid February 4, 2021: ($0.125 per ordinary share)$— $— $3.4 
Interim dividend paid February 2, 2022: ($0.125 per ordinary share)— 3.4 — 
Interim dividend paid February 1, 2023: ($0.130 per ordinary share)3.6 — — 
$3.6 $3.4 $3.4 
79
 In millions2018 2017 2016 
 Dividends declared and paid during the year:      
 Interim dividend paid February 3, 2016 ($0.125 per ordinary share)$—
 $—
 $3.4
 
 Interim dividend paid May 4, 2016 ($0.125 per ordinary share)—
 —
 3.3
 
 Interim dividend paid August 3, 2016 ($0.125 per ordinary share)—
 —
 3.3
 
 Interim dividend paid November 2, 2016 ($0.125 per ordinary share)—
 —
 3.3
 
 Interim dividend paid February 1, 2017 ($0.125 per ordinary share)—
 3.3
 —
 
 Interim dividend paid May 3, 2017 ($0.125 per ordinary share)—
 3.3
 —
 
 Interim dividend paid August 2, 2017 ($0.125 per ordinary share)—
 3.3
 —
 
 Interim dividend paid November 1, 2017 ($0.125 per ordinary share)—
 3.4
 —
 
 Interim dividend paid February 7, 2018 ($0.125 per ordinary share)3.4
 —
 —
 
 Interim dividend paid May 2, 2018 ($0.125 per ordinary share)3.3
 —
 —
 
 Interim dividend paid August 1, 2018 ($0.125 per ordinary share)3.3
 —
 —
 
 Interim dividend paid November 7, 2018 ($0.125 per ordinary share)3.4
 —
 —
 
  $13.4
 $13.3
 $13.3
 


 In millions2018 2017 2016 
 Dividends declared and paid after December 31 (not recognized as a liability at December 31):      
 Interim dividend paid February 1, 2017: ($0.125 per ordinary share)$—
 $—
 $3.3
 
 Interim dividend paid February 7, 2018: ($0.125 per ordinary share)—
 3.4
 —
 
 Interim dividend paid February 6, 2019: ($0.125 per ordinary share)3.4
 —
 —
 
  $3.4
 $3.4
 $3.3
 
 ​​
 ​
 ​
 


14.16.    Share Plans


(a) The Luxfer Group Employee Share Ownership Plan
The trust
In 1997, the Company established an employee benefit trust ("the ESOP") with independent Trustees, to purchase and hold shares in the Company in trust to be used to satisfy options granted to eligible senior employees under the Company's share plans established from time to time.
The ESOP was established with the benefit of a gift equivalent to the set up and running costs. Purchase monies and costs required by the ESOP Trustees to purchase shares for and under the provisions of the trust are provided by way of an interest free loan from a Company subsidiary. The loan is repayable, in normal circumstances, out of monies received from senior employees when they exercise options granted to them over shares. Surplus shares are held by the ESOP Trustees to satisfy future option awards. The ESOP Trustees have waived their right to receive dividends on shares held in trust. The Remuneration Committee is charged with determining which senior employees are to be granted options, and in what number, subject to the relevant plan rules.
The current plan
The current share option plan, implemented by the Company in February 2007 is The Luxfer Holdings Executive Share Option Plan ("the Plan"), which consists of two parts. Part A of the Plan is approved by HM Revenue & Customs, and Part B is unapproved. Options can be exercised at any time up to the tenth anniversary of their grant, subject to the rules of the relevant part of the Plan. As a result of the Company's initial public offering of ordinary shares in 2012, all leaver restrictions over the shares were released. There are no other performance criteria attached to the options.
Changes in the year
The change in the number of shares held by the Trustees of the ESOP and the number of share options held over those shares are shown below:
  Number of shares held by ESOP Trustees 
  £0.0001 deferred shares £0.50 ordinary shares 
 At January 1, 201815,977,968,688
 104,709
 
 New shares issued—
 1,863,201
 
 Shares utilized during the year—
 (149,609) 
 Shares transferred into ESOP during the year—
 120,000
 
 Shares sold from the ESOP during the year—
 (317,000) 
 At December 31, 201815,977,968,688
 1,621,301
 
Number of shares held by ESOP Trustees
£0.0001 deferred shares£0.50 ordinary shares
At January 1, 202215,977,968,688 838,558 
Shares utilized during the year— (117,297)
Shares sold from the ESOP during the year(15,977,968,688)— 
At December 31, 2022— 721,261 
At December 31, 2018,2022, the loan outstanding from the ESOP was $2.0$0.5 million (2017: $2.6(2021: $0.5 million).
The market value of each £0.50 ordinary share held by the ESOP at December 31, 2018,2022, was $17.63 (2017: $15.80)$13.72 (2021: $19.31).
(b) Share-based compensation
Luxfer Holdings PLC Long-Term Umbrella Incentive Plan and Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan
    
As an important retention tool and to align the long-term financial interests of our management with those of our shareholders, the Company adopted the Luxfer Holdings PLC Long-Term Umbrella Incentive Plan (the "LTIP") for the Company's senior employees and the Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan (the "Director EIP") for the Non-Executive Directors.





14.    Share Plans (continued)
(b) Share-based compensation (continued)
The equity or equity-related awards under the LTIP and the Director EIP are based on the ordinary shares of the Company. The Remuneration Committee administers the LTIP and has the power to determine to whom the awards will be granted, the amount, type and other terms. Awards granted under the LTIP generally vest one-thirdone-quarter each year over a three-yearfour-year period, subject to continuous employment and certain other conditions, with the exercise period expiring fivesix years after grant date. Awards granted under the Director EIP are non-discretionary, are purely time-based and vest over one year, with settlement occurring immediately on vesting.
80

16.    Share Plans (continued)
(b) Share-based compensation (continued)
Share option and restricted stock awardsAs a tool to retain key people and align their interests with those of shareholders, a one-off award of market-value options was made to a small number of executives and the non-executive directors immediately prior to the Company's initial public offering in 2012. Of this award 40% of the options granted vested immediately and 20% of the options vested upon each of the first, second and third anniversaries of the I.P.O. All awards have therefore fully vested, with 126,000 remaining to be exercised before October 2019.
In March 2018,2022, a combined 432,600130,000 of Restricted Stock Units and Options over ordinary shares were granted under the LTIP, which were all time-based awards vesting over a period between three and four years and expiring two years later. Also throughout 2022, a maximum 280,000 awards were granted based on the achievement of shareholder return targets. In April 2018,May 2022, 19,000 additional awards were granted under the LTIP, which were all time-based awards vesting over four years and an additional 15,000 awards were granted under the LTIP, which vested immediately. In June 2022, a combined 11,936 of26,000 Restricted Stock Units and Options over ordinary shares were granted under the Director EIP, of which 2,000 would vest over three years and 9,936were all time-based awards that would fully vest one year later. The Director EIP are all time-based awards.

In January 2018, Heather Harding was granted share options in respect of her appointment to the role of Chief Financial Officer. These time, and performance-based options were outside the terms of reference of the LTIP but granted in accordance with the provisions of the Remuneration Policy. The details of the awards are as follows:

The Remuneration Committee determined that the new Chief Financial Officer should acquire 21,000 nominal cost RSUs to vest over three years.

Performance-based awards amounting to 30,000 shares should be made to the new Chief Financial Officer which would vest upon achievement of attaining a specified adjusted diluted EPS target at each annual measurement date. Three levels of target have been set:

The lower target must be achieved by the measurement date at the end of 2020 and will result in the vesting of 5,000 shares.
The mid-point target must be achieved by the measurement date at the end of 2022 and will result in the vesting of a further 10,000 shares.

The top target must be achieved by the measurement date at the end of 2024 and will result in the vesting of a further 15,000 shares.
In March 2017,2021, a combined 139,800110,000 of Restricted Stock Units and Options over ordinary shares were granted under the LTIP, which were all time-based awards vesting over threefour years and expiring two years later. FollowingAlso throughout 2021, a maximum 100,000 awards were granted based on the Annual General Meeting on May 23, 2017,achievement of shareholder return targets. In June 2021, a combined 21,814 of19,000 Restricted Stock Units and Options over ordinary shares were granted under the Director EIP, which were all time-based awards which will bethat would fully vested and settledvest one year later in May 2018.later.
In March 2016, 95,1402020, a combined 132,900 Restricted Stock Units and Options over ordinary shares were granted under the LTIP, which were all time-based awards vesting over threefour years and expiring two years later. FollowingIn May 2020, a combined 2,000 Restricted Stock Units and Options over ordinary shares were granted under the Annual General MeetingLTIP, which were all time-based awards vesting over four years and expiring two years later. Also throughout 2020, a maximum 95,000 awards were granted based on May 24, 2016, 12,520the achievement of shareholder return targets. In June 2020, a combined 27,280 Restricted Stock Units and Options over ordinary shares were granted under the Director EIP, which were all time-based awards. All EIP awards havethat would fully vestedvest one year later. In September 2020, a combined 3,892 Restricted Stock Units and been exercised.



14.    Share Plans (continued)
(b) Share-based compensation (continued)
In May 2017 Alok Maskara wasOptions over ordinary shares were granted share options in respect of his appointment to the role of Chief Executive Officer. These time, and performance-based options were outside the terms of reference ofunder the LTIP, but granted in accordance with the provisions of the Remuneration Policy. The details of thewhich were all time-based awards are as follows:
(i)The Remuneration Committee determined that the new Chief Executive Officer should acquire a minimum quantity of 22,500 shares within twelve months of appointment. Upon the Chief Executive Officer acquiring the shares, the Company matched the purchase by granting an award over 45,000 nominal cost RSUs, to vest over three years.
(ii)A one-off share award to the new CEO, outside the terms of the LTIP, over 60,000 time-based nominal cost RSUs, to vest over four years.
(iii)Performance-based Awards made to the new Chief Executive Officer vest upon achievement of attaining a specified adjusted diluted EPS target at each annual measurement date. Three levels of targets have been set:
The lower target must be achieved by the measurement date at the end of 2020vesting over four years and will result in the vesting of 30,000 shares.expiring two years later.
The mid-point target must be achieved by the measurement date at the end of 2022 and will result in the vesting of a further 40,000 shares.
The top target must be achieved by the measurement date at the end of 2024 and will result in the vesting of a further 50,000 shares.
Total share-based compensation expense for 2018, 20172022, 2021 and 20162020 was as follows:
  Years ended December 31, 
 In millions2018 2017 2016 
 Other share-based compensation charges$4.8
 $2.2
 $1.4
 
 Restructuring share-based compensation charges—
 0.9
 —
 
 Total share-based compensation charges$4.8
 $3.1
 $1.4
 
Years ended December 31,
In millions202220212020
Total share-based compensation charges$2.5 $2.8 $2.8 
There were no cancellations or modifications to the awards in 2018, 20172022, 2021 or 2016.2020.
Cash received from option exercises for the years ended December 31, 2018, 2017 and 2016 was $0.5 million, $0.9 million and $0.1 million, respectively. The actual tax benefit realized for the tax deductions from option exercises totaled $0.2$0.8 million, $0.3$1.1 million and $0.3$0.6 million in 2018, 20172022, 2021 and 2016,2020, respectively.
The following tables illustrates the number of, and movements in, share options during the year, with each option relating to 1one ordinary share:
Number of sharesWeighted- average exercise priceWeighted- average remaining contractual life (years)Aggregate intrinsic value ($M)
At January 1, 2022547,522 $0.99 2.2$10.6 
Granted during the year472,695 $1.00 
Exercised during the year(173,017)$0.98 
Accrued dividend awards8,829 $1.00 
Lapsed during the year(276,876)$0.96 
At December 31, 2022579,153 $1.00 3.0$8.0 
Options exercisable at December 31, 20229,862 $1.00 3.3$0.1 
Options expected to vest as of December 31, 2022434,548 $1.00 3.0$6.0 
  Number of shares Weighted- average exercise price Weighted- average remaining contractual life (years) Aggregate intrinsic value ($M) 
 At January 1, 20181,182,315
 $6.42
 2.4 $11.1
 
 Granted during the year510,536
 $0.67
     
 Exercised during the year(833,360) $7.43
     
 Accrued dividend awards18,776
 $0.66
     
 Lapsed during the year(29,205) $0.67
     
 At December 31, 2018849,062
 $2.10
 1.9 $13.3
 
 Options exercisable at December 31, 2018320,882
 $4.31
 2.4 $4.3
 
 Options expected to vest as of December 31, 2018528,180
 $0.64
 1.5 $9.0
 



14.    Share Plans (continued)
(b) Share-based compensation (continued)
The weighted average fair value of options granted in 2018, 20172022, 2021 and 20162020 was estimated to be $11.02, $9.82$16.45, $20.56 and $9.39$9.41 per share, respectively. The total intrinsic value of options that were exercised during 2018, 20172022, 2021 and 20162020 was $9.3$2.9 million, $1.4$5.8 million and $1.4$3.0 million, respectively. At December 31, 2018,2022, the total unrecognized compensation cost related to share options was $3.8$3.1 million (2017: $3.4(2021: $2.8 million). This cost is expected to be recognized over a weighted average period of 1.8 years.2.7 years (2021: 1.9 years ).
81

16.    Share Plans (continued)
(b) Share-based compensation (continued)
The following table illustrates the assumptions used in deriving the fair value of share options during the year:
  2018 2017 
 Dividend yield (%)4.00 4.00 
 Expected volatility range (%) 22.65 - 35.77 26.81 - 35.81 
 Risk-free interest rate (%)0.12 - 2.57 1.00 - 2.01 
 Expected life of share options range (years)0.50 - 6.00 0.50 - 7.36 
 Weighted average exercise price ($)$0.65 $0.65 
 Model usedBlack-Scholes & Monte-Carlo Black-Scholes 
202220212020
Dividend yield (%)2.75 - 3.412.273.39 - 4.09
Expected volatility range (%)36.11 - 49.4342.80 - 59.0336.48 - 56.28
Risk-free interest rate (%)1.28 - 2.990.04 - 0.240.18 - 0.49
Expected life of share options range (years)0.50 - 4.000.50 - 4.000.50 - 4.00
Forfeiture rate (%)5.00 5.00 5.00 
Weighted average exercise price ($)$1.00$1.00$1.00
Models usedBlack-Scholes & Monte-CarloBlack-Scholes & Monte-CarloBlack-Scholes & Monte-Carlo
The expected life of the share options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome.


Employee share incentive plans    The Company operates an all-employee share incentive plan in its U.K. and U.S. operations and may look to implement plans in other geographic regions.

15.    Segmental
82

17.    Segment Information
We classify our operations into two core business segments, Gas Cylinders and the Elektron, based primarily on shared economic characteristics for the nature of the products and services; the nature of the production processes; the type or class of customer for their products and services; the methods used to distribute their products or provide their services; and the nature of the regulatory environment. The Company has sixfour identified business units, which aggregate into the two reportable segments. Luxfer Gas Cylinders and Luxfer Superform aggregate intoforms the Gas Cylinders segment, and Luxfer MEL Technologies, Luxfer Magtech and Luxfer Graphic Arts and Luxfer Czech Republic aggregate into the Elektron segment. The Superform business unit used to aggregate into the Gas Cylinders segment but is now recognized within discontinued operations. A summary of the operations of the segments is provided below:
Gas Cylinders segment
Our Gas Cylinders segment manufactures and markets specialized productshighly-engineered cylinders, using composites and aluminum titanium and carbon composites,alloys, including pressurized cylinders for use in various applications including self-containdself-contained breathing apparatus (SCBA) for firefighters, containment of oxygen and other medical gases for healthcare, alternative fuel vehicles, and general industrial. The segment also forms lightweight aluminum and titanium panels into highly complex shapes that are used mainly in the transportation industry.industrial applications.
Elektron segment                                                Our Elektron segment focuses on specialty materials based primarily on magnesium and zirconium, with key product lines including advanced lightweight magnesium alloys with a variety of uses across a variety of industries; magnesium powders for use in countermeasure flares, as well as heater meals; photoengravingphoto-engraving plates for graphic arts; and high-performance zirconium-based materials and oxides used as catalysts and in the manufacture of advancedadvances ceramics, fiber-optic fuel cells, and many other performance products.
Other
Other, as used below, primarily represents unallocated corporate expense and includes non-service related defined benefit pension cost / credit and, in 2017, the cost of converting our ADR structure to a direct listing of our ordinary shares.credit.
Management monitors the operating results of its reportable segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated by the chief operating decision maker, the CEO, who is responsible for allocating resources and assessing performance of the operating segments, and has been identified as the CEO, using adjusted EBITA(1) and adjusted EBITDA, which is defined as segment income, and is based on operating income adjusted for share basedshare-based compensation expense; qualifying restructuring charges; impairment charges; legal expenses incurred from patent litigation with a competitor; profit on sale of redundant site; direct listing costs; acquisition-related charges / credits; loss on disposal of property, plant and equipment; restructuring charges; acquisitions and disposals costs; other charges, and depreciation and amortization; and unwind of discount on deferred consideration.amortization.
Unallocated assets and liabilities include those which are held on behalf of the GroupCompany and cannot be allocated to a segment, such as taxation, investments, cash, retirement benefits obligations, bank and other loans and holding company assets and liabilities.
Financial information by reportable segment for the years ended December 31 is included in the following summary:
  Net Sales  Adjusted EBITDA 
 In millions2018 2017 2016  2018 2017 2016 
 Gas Cylinders segment$238.1
 $220.2
 $225.8
  $23.4
 $17.0
 $18.3
 
 Elektron segment249.8
 221.1
 189.0
  56.2
 42.3
 33.0
 
 Consolidated$487.9
 $441.3
 $414.8
  $79.6
 $59.3
 $51.3
 
Net SalesAdjusted EBITDA
In millions202220212020202220212020
Gas Cylinders segment$183.7 $178.3 $141.9 $12.8 $22.7 $21.3 
Elektron segment239.7 195.8 182.9 50.3 40.7 32.6 
Consolidated$423.4 $374.1 $324.8 $63.1 $63.4 $53.9 
  Depreciation and amortization  Restructuring Charges 
 In millions2018 2017 2016  2018 2017 2016 
 Gas Cylinders segment$7.3
 $7.2
 $7.4
  $10.0
 $2.9
 $—
 
 Elektron segment11.7
 11.1
 10.6
  3.4
 5.5
 0.4
 
 Consolidated$19.0
 $18.3
 $18.0
  $13.4
 $8.4
 $0.4
 
During 2022 there were no sales made from the Elektron segment to the Gas Cylinders segment (2021:nil and 2020: nil)
Depreciation and amortizationRestructuring Charges
In millions202220212020202220212020
Gas Cylinders segment$4.8 $5.8 $3.7 $1.7 $5.3 $7.9 
Elektron segment8.8 9.8 9.6 0.2 0.9 0.9 
Other segment— — — — — 0.1 
Consolidated$13.6 $15.6 $13.3 $1.9 $6.2 $8.9 
(1) Adjusted EBITA is adjusted EBITDA less depreciation and loss on disposal of property, plant and equipment.


15.    Segmental
83

17.    Segment Information (continued)
  Total assets  Capital expenditure 
 In millions2018 2017 2016  2018 2017 2016 
 Gas Cylinders segment$145.6
 $156.9
 $151.9
  $2.8
 $3.5
 $7.2
 
 Elektron segment210.5
 210.4
 190.9
  10.5
 5.8
 10.1
 
 Other34.3
 48.5
 57.0
  0.3
 0.7
 —
 
  $390.4
 $415.8
 $399.8
  $13.6
 $10.0
 $17.3
 
Total assetsCapital expenditure
In millions20222021202220212020
Gas Cylinders segment$133.1 $122.7 $1.2 $1.0 $2.0 
Elektron segment216.4 206.5 7.4 7.9 5.1 
Other49.5 34.8 — — — 
Discontinued operations8.1 4.8 — 0.1 0.3 
$407.1 $368.8 $8.6 $9.0 $7.4 
The following table presents a reconciliation of Adjusted EBITDA to net income:income from continuing operations:
In millions202220212020
Adjusted EBITDA$63.1 $63.4 $53.9 
Share-based compensation charges(2.5)(2.8)(2.8)
Loss on disposal of property, plant and equipment— — (0.1)
Depreciation and amortization(13.6)(15.6)(13.3)
Restructuring charges(1.9)(6.2)(8.9)
Acquisition and disposal costs(0.3)(1.5)— 
Other charges— (1.1)(0.4)
Defined benefits pension credit0.1 2.3 4.3 
Interest expense, net(3.9)(3.1)(5.0)
Provision for taxes(9.0)(5.4)(6.9)
Net income from continuing operations$32.0 $30.0 $20.8 
 In millions2018 2017 2016 
 Adjusted EBITDA$79.6
 $59.3
 $51.3
 
 Other share based compensation charges(4.8) (2.2) (1.4) 
 Loss on disposal of property, plant and equipment(0.3) —
 (0.2) 
 Depreciation and amortization(19.0) (18.3) (18.0) 
 Unwind discount on deferred consideration(0.2) (0.2) (0.4) 
 Restructuring charges(13.4) (8.4) (0.4) 
 Impairment charge(7.2) (3.7) —
 
 Acquisition (costs) / credit(4.3) 1.3
 —
 
 
Other charges (1)
—
 (5.8) —
 
 Other general income—
 —
 2.5
 
 Defined benefits pension mark-to-market gain / (loss)4.7
 4.2
 (2.8) 
 Interest expense, net(4.6) (6.3) (6.0) 
 Provision for taxes(5.5) (3.3) (6.8) 
 Net income$25.0
 $16.6
 $17.8
 
(1) Other charges include costs incurred on: settlement and other legal expenses incurred in relation to patent infringement litigation against a competitor; and costs incurred in relation to the conversion of the Company's ADR listing to a direct listing of ordinary shares on the New York Stock Exchange.
Predominantly all equity income /Equity loss of unconsolidated affiliates for 2018, 2017 and 20162021 relates predominantly to the Gas Cylinders Segment.

15.    Segmental Information (continued)
The following tables present certain geographic information by geographic region for the years ended December 31,:31:
Net Sales(1)
202220212020
$MPercent$MPercent$MPercent
United States$243.2 57.4 %$207.8 55.6 %$173.0 53.3 %
U.K.20.7 4.9 %24.4 6.6 %18.7 5.8 %
Germany19.2 4.5 %17.7 4.7 %15.7 4.8 %
Italy11.4 2.7 %11.0 2.9 %10.5 3.2 %
France8.5 2.0 %12.5 3.3 %20.2 6.2 %
Top five countries$303.0 71.5 %$273.4 73.1 %$238.1 73.3 %
Rest of Europe28.0 6.6 %25.8 6.9 %25.4 7.8 %
Asia Pacific68.0 16.1 %53.7 14.3 %45.2 13.9 %
Other (2)
24.4 5.8 %21.2 5.7 %16.1 5.0 %
$423.4 $374.1 $324.8 
  Net Sales 
  2018 2017 2016 
  $MPercent $MPercent $MPercent 
 United States$249.2
51.1% $224.1
50.8% $211.3
50.9% 
 U.K.47.6
9.8% 40.4
9.2% 36.5
8.8% 
 Germany42.0
8.6% 36.8
8.3% 32.2
7.8% 
 Italy23.3
4.8% 19.0
4.3% 19.6
4.7% 
 France17.0
3.4% 16.0
3.6% 15.0
3.6% 
 Top five countries$379.1
77.7% $336.3
76.2% $314.6
75.8% 
 Rest of Europe33.2
6.8% 31.1
7.0% 27.4
6.6% 
 Asia Pacific53.0
10.9% 47.5
10.8% 45.6
11.0% 
 
Other (2)
22.6
4.6% 26.4
6.0% 27.2
6.6% 
  $487.9
  $441.3
  $414.8
  



   Property, plant and equipment, net 
 In millions 2018 2017 2016 
 United States $66.1
 $75.4
 $77.5
 
 United Kingdom 36.0
 36.6
 34.3
 
 Rest of Europe 1.1
 13.1
 12.8
 
 Asia Pacific 0.3
 0.2
 0.2
 
 
Other (2)
 3.4
 3.8
 3.8
 
   $106.9
 $129.1
 $128.6
 
Property, plant and equipment, net
In millions20222021
United States$41.6 $46.9 
United Kingdom32.0 36.0 
Canada2.83.3
Rest of Europe1.0 1.0 
Asia Pacific0.3 0.3 
$77.7 $87.5 
(1) Net sales are based on the geographic destination of sale.
(2) Other includesrepresents Africa, Brazil, Canada, South America, Latin AmericaMexico and Africa.Other Americas.

84




18.    Leases
16. CommitmentsWe have operating leases for buildings, vehicles and Contingenciescertain equipment. The Company has applied practical expedients for leases with a fair value of less than $5,000 or a lease term of less than twelve months. The majority of our leases have remaining lease terms of one to five years, with one building having 50 years remaining.
OperatingNone of our leases were classified as finance leases in any of the years disclosed.
The components of the lease commitments                                            Rental expense under operatingis as follows:
Years ended December 31,
In millions202220212020
Operating lease cost$4.2 $3.4 $3.8 
Supplemental cash flow information related to leases was as follows:
Years ended December 31,
In millions202220212020
Operating cash flows from operating leases$4.2 $3.4 $3.8 
 In millionsDecember 31, 2018 December 31, 2017 December 31, 2016 
 Minimum lease payments under operating leases recognized in the consolidated income statement$4.8
 $5.1
 $4.8
 
AtDuring the year ended December 31, 2018, the Company had outstanding commitments for future minimum lease payments under non-cancellable2022, there were additional operating leases principallyentered into totaling $17.7 million (2021: $2.3 million, 2020: $0.8 million). These are non-cash items but will impact cash in future years.
Supplemental balance sheet information related to buildings, items of machinery and equipment and motor vehicles, falling dueleases was as follows:
December 31,December 31,
In millions20222021
Operating leases
Operating lease right-of-use asset$19.8 $12.6 
Other current liabilities4.7 3.0 
Other non-current liabilities18.2 9.8 
$22.9 $12.8 
Weighted Average Remaining Lease Term (Years)12.017.2
Weighted Average Discount Rate4.48 %4.38 %
Maturities of lease liabilities were as follows:
In millions2022
2023$5.1 
20245.2 
20254.9 
20263.9 
20271.4 
Thereafter9.4 
Total lease payments$29.9 
Less imputed interest(7.0)
Total$22.9 


85
 In millions 2019 2020 2021 2022 Thereafter Total 
 Minimum lease payments $4.2
 $4.1
 $3.3
 $2.7
 $13.1
 $27.4
 

19. Commitments and Contingencies
Capital commitments
At December 31, 2018,2022, the Company had capital expenditure commitments of $2.5$1.4 million (2017: $0.6(2021: $1.5 million and 2016: $3.62020: $1.1 million) for the acquisition of new plant and equipment.
Committed banking facilities
At December 31, 2018 and 20172022, the Company had committed banking facilities of $150.0 million. $100.0 million with an additional $50.0 million of uncommitted facilities through an accordion provision. Of these committed facilities, $31.9 million was drawn at December 31, 2022.
The facilities were for providing loans and overdrafts, withCompany had a separate (uncommitted) facility for letters of credit, which at December 31, 2018,2022, was £7.0$2.2 million. $1.8 million ($8.9 million), 2017of this was £7.0 million ($9.5 million). Of the committed facilities, $3.5 million was drawn for overdrafts, no loans were drawn and no letters of credit were utilized at December 31, 2018, $4.2 million, $1.3 million and nil for 2017. 2022.
The Company also hashad a separate (uncommitted) bonding facility for bank guaranteesguarantees; denominated in GBP sterling of £3.0totaling £0.5 million (2018: $3.8($0.6 million) and £0.1 million 2017: $4.1 million), of which £1.5 million ($1.9 million) (2017: £1.0 million / $1.40.2 million) was utilized at December 31, 2018.2022.
Aborted AcquisitionThe Company has a separate overdraft facility of Neo Performance Materials Inc.$4.0 million, of which none was drawn at December 31, 2022.
On March 10, 2019 we executedAdditionally, the Company has various uncommitted transitional banking and foreign exchange lines available for day-to-day operational purposes.
At December 31, 2021 the Company had committed banking facilities of $100.0 million with an additional $50.0 million of uncommitted facilities through an accordion provision. Of the committed facilities, $10.8 million was drawn at December 31, 2021.
The Company had a termination agreementseparate (uncommitted) facility for letters of credit, which at December 31, 2021, was $1.5 million. $0.9 million of this was utilized at December 31, 2021.
The Company also had a separate (uncommitted) bonding facility for bank guarantees; denominated in respectGBP sterling totaling £0.6 million ($0.9 million) and £0.1 million ($0.2 million) was utilized at December 31, 2021.
The Company has a separate overdraft facility of $4.0 million, of which none was drawn at December 31, 2021.
Additionally, the Company has various uncommitted transitional banking and foreign exchange lines available for day-to-day operational purposes.
Contingencies
In November 2018, an alleged explosion occurred at a third-party waste disposal and treatment site in Grand View, Idaho, reportedly causing property damage, personal injury, and one fatality. We contracted with a service company for removal and disposal of certain waste resulting from the magnesium powder manufacturing operations at the Reade facility in Manchester, New Jersey. We believe this service company, in turn, contracted with the third-party disposal company, at whose facility the explosion occurred, for treatment and disposal of the proposed acquisition of Neo Performance Materials Inc., announcedwaste. In November 2020, we were named as a defendant in December 2018. Underthree lawsuits in relation to the termsincident – one by the third-party disposal company, one by the estate of the agreement we are committed to make a payment of up to $3.5 million to cover Neo's costs.
Contingencies
During February 2014, a cylinder was sold to a long-term customerdecedent, and ruptured at one of their gas facilities. As a result of this rupture, three people were noted to have minor injuries such as loss of hearing. There was no major damage to assetsby an injured employee of the customer. A claim has been launched by the three people who were injured in the incident and a prosecutor has been appointed.third-party disposal company. We have reviewed our quality control checks from around the time which the cylinder was produced and no instances of failures have been noted. It has also been noted by the investigator that the customer has poor quality and safety checks. As a result we do not believe that we are not liable for the incident, have asserted such, and therefore,continue to fully defend the Company against these lawsuits. Therefore, we do not currently expect this caseany eventual outcome in these matters to have a material impact on the Company's financial position or results of operations.


17.
86

20. Selected Quarterly Data (unaudited)
The following tables present 20182022 and 20172021 quarterly financial information:information for continuing operations:
2022
In millions, except per-share dataFirst QuarterSecond QuarterThird QuarterFourth QuarterFull Year
Net sales$97.0 $109.5 $100.2 $116.7 $423.4 
Gross profit24.2 25.7 23.2 21.9 95.0 
Operating income10.6 12.6 11.6 10.0 44.8 
Net income from continuing operations7.7 9.6 8.5 6.2 32.0 
Earnings per ordinary share(1)
Basic earnings per ordinary share from continuing operations$0.28 $0.35 $0.31 $0.23 $1.17 
Diluted earnings per ordinary share from continuing operations0.28 0.35 0.31 0.23 1.16 
2021
In millions, except per-share dataFirst QuarterSecond QuarterThird QuarterFourth QuarterFull Year
Net sales$85.2 $99.0 $91.2 $98.7 $374.1 
Gross profit25.2 25.9 21.1 23.8 $96.0 
Operating income11.1 11.5 8.1 5.5 $36.2 
Net income from continuing operations8.6 11.9 6.0 3.5 $30.0 
Earnings per ordinary share(1)
Basic earnings per ordinary share from continuing operations$0.31 $0.43 $0.22 $0.13 $1.08 
Diluted earnings per ordinary share from continuing operations0.31 0.42 0.21 0.13 1.07 
(1)     Amounts may not total to annual earnings because each quarter and year are calculated separately based on basic and diluted weighted-average ordinary shares outstanding during the period.

87
   2018 
 In millions, except per-share data First Quarter Second Quarter Third Quarter Fourth Quarter Full Year 
 Net sales $119.7
 $128.2
 $129.1
 $110.9
 $487.9
 
 Gross profit 30.3
 33.6
 34.0
 24.2
 122.1
 
 Operating income / (loss) 12.8
 14.6
 15.7
 (13.1) 30.0
 
 Net income / (loss) 9.9
 11.4
 12.2
 (8.5) 25.0
 
 
Earnings / (loss) per ordinary share(1)
           
 Basic earnings / (loss) per ordinary share $0.37
 $0.43
 $0.46
 $(0.31) $0.94
 
 Diluted earnings / (loss) per ordinary share 0.36
 0.42
 0.44
 (0.31) 0.90
 



   2017 
 In millions, except per-share data First Quarter Second Quarter Third Quarter Fourth Quarter Full Year 
 Net sales $103.4
 $106.6
 $115.2
 $116.1
 $441.3
 
 Gross profit 25.7
 26.3
 29.5
 27.1
 $108.6
 
 Operating income / (loss) 10.2
 6.3
 8.5
 (3.1) $21.9
 
 Net income / (loss) 7.9
 3.9
 5.8
 (1.0) $16.6
 
 
Earnings / (loss) per ordinary share(1)
           
 Basic earnings / (loss) per ordinary share $0.30
 $0.15
 $0.22
 $(0.04) $0.63
 
 Diluted earnings / (loss) per ordinary share 0.30
 0.15
 0.22
 (0.04) 0.62
 

(1)Amounts may not total to annual earnings because each quarter and year are calculated separately based on basic and diluted weighted-average ordinary shares outstanding during the period.
Fourth quarter 2018 included decreases in operating income due to restructuring charges of $11.3 million, impairment charges of $7.2 million and acquisition related costs of $4.3 million.

18.21. Related-Party Transactions
Joint venture in which the Company is a venturer
During 2018,2022, the Company maintained its 51% investment in the equity of the joint venture, Luxfer Uttam India Private Limited. During 2018, the Gas Cylinders segment made $1.7 million (2017: $1.9 million) of sales to the joint venture. At December 31, 2018, the gross amounts receivable from the joint venture amounted to $1.1 million (2017: $2.3 million) and the net amounts receivable amounted to $0.9 million (2017: $0.9 million). In addition, in 2018 we have transferred goods to Luxfer Uttam on extended credit terms with a sales value of $1.6 million (2017: $nil), where we do not deem it to be probable that we will collect substantially all of the consideration. In accordance with ASC 606, Revenue from Contracts with Customers, we have not recognized any revenue in relation to this transaction.
During 2018, the Company alsoCompany maintained its 50% investment in the equity of the joint venture, Nikkei-MEL Company Limited. During 2018,2022, the Elektron segmentSegment made $0.9$0.6 million of sales to the joint venture (2017: $1.2(2021: $0.8 million).
During 2018, the Company provided $nil in debt investment (2017: $0.9 million) to the joint venture Luxfer Holdings NA, LLC, of which it held 49% of the equity up to December 28, 2018, after which the company acquired the remaining 51% equity stake with the entity fully consolidated at December 31, 2018 (see note 2 Acquisitions and Disposals). During 2018, the Gas Cylinders segment made $0.6 million (2017: $5.0 million) of sales to the joint venture and received $0.4 million (2017: $0.3 million) interest income. At December 31, 2018,2022, the gross and net amounts receivable from the joint venture amounted to $nil (2017: $0.9$0.1 million (2021: $0.1 million).
In July 2020, the Company sold its 51% investment in the equity of trade debtits previous joint venture (see note 3 Acquisitions and $nil (2017: $4.7 million)Disposals), Luxfer Uttam India Private Limited. During 2020, prior to the sale, the Gas Cylinders Segment made $1.5 million of debt investment, reflecting the step acquisition after which the entity became a fully consolidated subsidiary. All sales to the joint venture are made on similar terms to arm's length transactions.


18. Related-Party Transactions (continued)venture.
Associates in which the Company holds an interest
During 20182020, Sub161 Pty Limited, in which the Company maintained itsheld 26.4% equity, of the associate, Sub161 Pty Limited.was liquidated as it no longer traded. During 2018, the Company2020, there were no sales made $nil sales (2017: $nil) to the associate. At December 31, 2018, theor amounts receivable from the associate denominated in Australian dollars was $nil (2017: $nil).associate.
Transactions with other related parties
At DecemberDecember 31, 2018,2022, the directors and key management comprising the members of the Executive Leadership Team owned 237,161 £0.50233,724 £0.50 ordinary shares (2017: 170,297(2021: 500,237 £0.50 ordinary shares) and held awards over a further 600,528231,668 £0.50 ordinary shares (2017: 316,797(2021: 299,021 £0.50 ordinary shares).
During the years ended December 31, 20182022, and December 31, 2017,2021, share options held by members of the Executive Leadership Team were exercised.
Stone Canyon Industries LLC represents a related party due to its association with Adam Cohn as co-CEO of Stone Canyon, and holds nil ordinary shares in Luxfer Holdings PLC as at December 31, 2018 (2017: 570,000).
FTI consulting represents a related party due to its association with Brian Kushner as Senior Managing Director, Corporate Finance of FTI. During 2017, we engaged with FTI consulting for IT services for the value of $0.1 million.
Cherokee Properties Inc. represents a related party due to its association with Chris Barnes, who is the president of one of our operating segments and is the president of Cherokee Properties Inc. During 2018, we engaged with Cherokee Properties Inc. for rental and associated costs regarding our manufacturing site in Madison, IL, for the value of $1.0 million (2017: $1.0 million).
Other than the transactions with the joint ventures, and associates disclosed above and key management personnel disclosed above, no other related-party transactions have been identified.


19.22. Subsequent Events
The Company entered into negotiations withwas notified that Néos International Limited, including its subsidiaries Néos Technologies Limited and Néos Superform Limited (collectively, “Néos”) – the purchaser of our Superform U.K. business – filed for administration, a third party during the fourth quarterform of 2018, with a view to selling its Magnesium Elektron CZ s.r.o. subsidiary, which is involved in magnesium recycling and basedbankruptcy protection in the Czech Republic. An offer was receivedU.K., on or about February 22, 2023. Pursuant to the terms of the sale, Luxfer assigned and subsequently acceptedunderlet (as defined and in February 2019 which has resultedaccordance with the Landlord & Tenant (Covenants) Act 1995) certain building leases to Néos, recognizing a right of use asset and lease liability in the business being classified as held-for-salefinancial statements. Post year-end, the Company also received a Notice of Default from one Landlord, with respect to Néos’ non-payment of amounts owed under certain of the assigned leases in 2022. As a result of this information, and written downin accordance with ASC 360 and ASC 855, we have fully impaired the right of use asset, $2.6 million, and recognized this through discontinued operations in the consolidated statements of income in 2022.
On February 28, 2023 the Company agreed to fair value,the full buyout of the U.S. pension plan with an impairment charge of $3.4 million recognizedinsurer. Assets held in the 2018 statementpension plan, plus an additional employer contribution of consolidated income.
On December 18, 2018, Luxfer Holdings PLC  announcedapproximately $3.5 million, will be used to fund the signing of an agreement under which Luxfer would acquire Neo Performance Materials ("Neo,").  We subsequently announced on March 10, 2019 that we had executed a termination agreement, underbuyout which we expect will make a payment to Neo of up to $3.5 million to cover their costsbe completed in respect of the aborted acquisition.early 2023.

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Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None

Item 9.    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Not applicable.

Item 9A.    Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures for the period covered by this report, pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 ("the Exchange(the "Exchange Act"). Based upon their evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the year ended December 31, 2018,2022, to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms and to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures.
Management's Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company as defined in Rules 13a-15(f) or 15d-15(f) under the Securities Exchange Act of 1934.Act. Our 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 accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Management has performed an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2018,2022, based on the framework and criteria established in Internal Control -– Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
Based on this evaluation, management has concluded that our
The effectiveness of the Company’s internal controlscontrol over financial reporting were effective as of December 31, 2018.
2022 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, has provided an attestationas stated in their report, which is included herein on the Company's internal control over financial reporting. The Company's financial statements includedappears in this annual report on Form 10-K also have been audited by PricewaterhouseCoopers LLP.
Attestation Report of Independent Registered Public Accounting Firm
The attestation report required under this ITEM 9A is contained in ITEMItem 8 of this Annual Report on Form 10-K under the caption "Report of Independent Registered Public Accounting Firm."10-K.
Changes in Internal Control over Financial Reporting
There waswere no changechanges in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter and annual period ended December 31, 20182022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



Item 9B.    Other Information
Compensatory Arrangements of Certain Officers; Management Contract
On February 28, 2023, the Company entered into a new employment contract (the “New Employment Contract”) with Stephen Webster, Chief Financial Officer, to supersede his existing employment contract, originally dated May 31, 2016 and subsequently amended by an offer letter dated January 24, 2022 (collectively, the “Prior Employment Contract”). The New Employment Contract aligns the terms and conditions of Mr. Webster’s employment with those applicable to the Company’s Chief Executive Officer and updates certain other terms, consistent with industry practice for the employment of executives with a U.S. domestic issuer.
The New Employment Contract is substantially similar to the Prior Employment Contract, except that the New Employment Contract (i) provides for a longer notice period; (ii) clarifies and amends the compensation payable to Mr. Webster upon termination of his employment; (iii) includes an explicit change in control provision, clarifying the compensation payable to Mr. Webster in the event of a change in control; and (iv) modifies the pension benefit payable to Mr. Webster. Other than modification to the pension benefit (as further detailed below), the compensation and benefit terms set forth in the New Employment Contract are consistent with the terms established upon Mr. Webster’s appointment as Chief Financial Officer on March 1, 2022 and intended to apply from said date.
The key terms of the New Employment Contract are summarized below. The compensation and benefits payable to Mr. Webster are subject to annual review by the Company’s Board of Directors and Chief Executive Officer and may be modified in connection with such review.

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a.Continuation of Employment: Mr. Webster’s term of employment as the Company’s Chief Financial Officer commenced on March 1, 2022 and will continue unless terminated in accordance with clause 15 of the New Employment Contract.
b.Notice Period: The New Employment Contract increases the notice period applicable to both the Company and Mr. Webster from six (6) months or twelve (12) months (the “Notice Period”).
c.Base Salary: Mr. Webster’s base salary in 2022 was £200,000 per annum and in 2023 is £206,000 per annum.
d.Perquisite: Mr. Webster’s perquisite allowance is £20,000 per annum.
e.Short-Term Incentive Compensation (Cash Bonus): With respect to his annual cash bonus, Mr. Webster’s target bonus opportunity is 50% of his annual base salary.
f.Long-Term Incentive Compensation (Equity Awards): Mr. Webster’s target annual equity award is equal to 65% of his annual base salary. On March 14, 2022, Mr. Webster was awarded 4,000 time-based stock options and 6,000 performance share units (at target and subject to the achievement of Earnings Per Share (EPS) Growth and Total Shareholder Return (TSR) performance metrics over the 2022-2024 performance period).
g.Pension Contributions:Given restrictions on the amount that can be contributed to pension schemes by high earners in the United Kingdom, Mr. Webster receives a salary supplement equal to 8% of his base salary in lieu of the Company’s contributions to the Luxfer Retirement Savings Plan (the “Pension Scheme”). Mr. Webster may choose to make contributions to the Pension Scheme, but no additional contributions will be made by the Company for the benefit of Mr. Webster. Before this modification, Mr. Webster participated in the Pension Scheme, and contributions and benefits were subject to the rules of the Pension Scheme.
h.Compensation Upon Termination:As set forth in clause 15.3 of the New Employment Contract, Mr. Webster will continue to receive the compensation and benefits described above and further detailed in clause 6 of the New Employment Contract through the end of the Notice Period, provided the Company does not exercise its right of payment in lieu of notice. Specifically, Mr. Webster will continue to earn a cash bonus during the Notice Period, and any outstanding equity awards will continue to vest during the Notice Period, in accordance with the applicable vesting schedule. If, as of the termination date, the actual cash bonus earned for the fiscal year has not been determined because the relevant performance period remains ongoing, Mr. Webster’s bonus for the fiscal year in which his employment terminates will be paid at Budget level and pro-rated to reflect actual dates of service, including the Notice Period, during said fiscal year. Except in the event of termination for cause (as outlined in sub-clause 15.2.2 of the New Employment Contract) or a Change in Control (as detailed in clause 15.7 of the New Employment Contract), the Company reserves the right, in lieu of notice and without giving any reason, to (i) pay Mr. Webster his gross salary (less such tax and national insurance, and any pension contributions, as may be properly deductible) for the Notice Period or outstanding balance thereof; (ii) pay Mr. Webster a cash bonus for the fiscal year in which his employment terminates, which shall be the actual cash bonus earned for said fiscal year, or, if the actual cash bonus has not been determined because the relevant performance period remains ongoing, the cash bonus at Budget level and pro-rated to reflect actual dates of service, including the Notice Period, during said fiscal year; and (iii) immediately vest any equity awards that would have vested during the Notice Period or balance thereof. This arrangement differs from that disclosed in the Company’s Proxy Statement on Form DEF 14A in relation to the 2022 Annual General Meeting of Shareholders, which was filed with the Securities and Exchange Commission on April 27, 2022, in that only those equity awards that are scheduled to vest during the Notice Period or balance thereof will immediately be vested, as opposed to the immediate vesting of all outstanding time-based awards. The foregoing modification was made to align the terms of the New Employment Contract with the rules of the Luxfer Holdings PLC Long-Term Umbrella Incentive Plan, as amended and restated on June 8, 2022 (the “LTIP”). Per the rules of the LTIP, any time-based awards that have not become vested or exercisable as of the termination date shall immediately lapse and any performance-based awards shall vest in accordance with the formula set forth in the LTIP, which considers performance as of the termination date and the total and elapsed number of days in the performance period.
i.Compensation Upon Change in Control: As set forth in clause 15.7 of the New Employment Contract, if Mr. Webster’s employment is terminated in connection with a Change in Control and Mr. Webster does not receive an offer of employment for an Equivalent Position with a Successor, then Mr. Webster will be eligible to receive (i) a redundancy payment equal to two times his base salary at the annualized rate in effect on the termination date; (ii) a payment equal to the actual cash bonus earned for the year in which his employment terminates, as determined in accordance with the Executive Incentive Compensation Plan then in effect; however, if the actual cash bonus earned has not been determined as of the termination date because the relevant performance period remains ongoing, then the cash bonus will be paid at Budget level; (iii) immediate vesting of all outstanding, unvested time-based equity awards, which may be settled in cash or shares in accordance with the rules of the LTIP; and (iv) immediate vesting of any performance-based equity awards, which may be settled in cash or shares and which amount shall
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be calculated in accordance with the rules of the LTIP. This arrangement differs from that disclosed in the Company’s Proxy Statement on Form DEF 14A in relation to the 2022 Annual General Meeting of Shareholders, which was filed with the Securities and Exchange Commission on April 27, 2022, in that the payment representing the cash bonus will only be paid at Budget level if the actual cash bonus earned is not determined as of the termination date.
j.Restrictive Covenants: Mr. Webster is subject to restrictive covenants with respect to the disclosure of the Company’s confidential information, solicitation of the Company’s employees and customers, and activities which compete with the Company’s business.
The foregoing summary of the terms and conditions of Mr. Webster’s employment does not purport to be complete and is qualified, in its entirety, by reference to the full text of the New Employment Contract, which is filed as Exhibit 10.21 to this Annual Report on Form 10-K, and incorporated herein by reference.

Item 9C.    Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.

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PART III


Item 10.    Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated by reference to the following sections of our definitive Proxy Statement related to the 20192023 Annual General Meeting to be filed with the SEC not later than 120 days after the end of the fiscal year covered by this annual report, (the "2019"2023 Proxy Statement"): "Resolutions 1 - 5 - Election and Re-Election of Director Nominees," "Corporate Governance Matters" and "Section 16(a) Beneficial Ownership Reporting Compliance."
The Company has adopted a code of ethics which is applicable to all employees and is available on the corporate website, www.luxfer.com. A copy of the code can also be obtained, without charge, upon request. If there is an amendment to the code, then the nature of the amendment will also be made available of the corporate website.


Item 11.    Executive Compensation
The information required by this Item is incorporated by reference to the following sections of the Proxy Statement for the 2019 annual general meeting:2023 Annual General Meeting: “Executive Compensation Discussion and Analysis” and “Director Compensation”.Compensation.”


Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated by reference to the following sections of the Proxy Statement for the 2019 annual general meeting:2023 Annual General Meeting: "Equity Compensation Plan Information" and "Security Ownership."


Item 13.    Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated by reference to the following sections of the Proxy Statement for the 2019 annual general meeting:2023 Annual General Meeting: "Policies and Procedures Regarding Conflicts of Interest and Related Party Transactions" and "Corporate Governance Matters."


Item 14.    Principal Accountant Fees and Services
The information required by this Item is incorporated by reference to the following section of the Proxy Statement for the 2019 annual general meeting:2023 Annual General Meeting: "Resolution 9 - Ratification of the appointment of PricewaterhouseCoopers LLP as the independent auditors of Luxfer Holdings PLC for 2019,2023, and to authorize, by binding vote, the Audit Committee to set the auditors’ remuneration".



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PART IV


Item 15.    Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
The Financial Statements listed in the Index to Financial Statements in Item 8 are filed as part of this Annual Report on Form 10-K.
(a)(2) Financial Statement Schedules
N/A
(a)(3) Exhibits
3.1
Articles of Association of the Registrant, initially filed with the SEC on December 2, 2011 and as amended on May 22, 2018
4.1
Form of specimen certificate evidencing ordinary shares (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form F-1 (file no. 333-178278), as amended, initially filed with the SEC on December 2, 2011)
10.1
Amended and Restated Note Purchase Agreement dated as of June 29, 2016 by and among BA Holdings, Inc. and the parties named therein (incorporated by reference to Exhibit 2.3 to our Annual Report on Form 20-F (file no. 001-35370), initially filed with the SEC on March 19, 2018)
10.2
Senior Facilities Agreement dated as of May 13, 2011, as amended and restated on July 31, 2017 by and among Luxfer Holdings PLC and the parties named therein (incorporated by reference to Exhibit 2.4 to our Annual Report on Form 20-F (file no. 001-35370), initially filed with the SEC on March 19, 2018)
10.3
First Amendment to Amended and Restated Note Purchase Agreement dated as of March 13, 2017 by and among Luxfer Holdings PLC and the parties named therein (incorporated by reference to Exhibit 2.5 to our Annual Report on Form 20-F (file no. 001-35370), initially filed with the SEC on March 19, 2018)
10.4
Amended and Restated Note Purchase and Private Shelf Agreement dated as of June 29, 2016 by and among Luxfer Holdings PLC and the parties named therein (incorporated by reference to Exhibit 2.6 to our Annual Report on Form 20-F (file no. 001-35370), initially filed with the SEC on March 19, 2018)
10.5
First Amendment to Amended and Restated Note Purchase Agreement and Private Shelf Agreement dated as of March 13, 2017 by and among Luxfer Holdings PLC and the parties named therein (incorporated by reference to Exhibit 2.7 to our Annual Report on Form 20-F (file no. 001-35370), initially filed with the SEC on March 19, 2018)
10.6*
Executive Share Option Plan (incorporated by reference to Exhibit 10.3 to our Registration Statement on Form F-1 (file no. 333-178278), as amended, initially filed with the SEC on December 2, 2011)
10.7*
Long-Term Umbrella Incentive Plan (incorporated by reference to Exhibit 4.2 to our Annual Report on Form 20-F (file no. 001-35370), initially filed with the SEC on March 19, 2018)
10.8*
Amended and Restated Non-Executive Director Equity Incentive Plan (incorporated by reference to Exhibit 4.7 to our Annual Report on Form 20-F (file no. 001-35370), filed with the SEC on March 29, 2013)
10.9*
The Luxfer Share Incentive Plan
10.10*
The Luxfer Employee Stock Purchase Plan
10.11*
Form of Executive Officer IPO Stock Option Grant Agreement (incorporated by reference to Exhibit 10.6 to our Registration Statement on Form F-1 (file no. 333-178278), as amended, initially filed with the SEC on December 2, 2011)
10.12*
Form of Non-Executive Director IPO Stock Option Grant Agreement (incorporated by reference to Exhibit 10.7 to our Registration Statement on Form F-1 (file no. 333-178278), as amended, initially filed with the SEC on December 2, 2011)
3.1     Articles of Association of the Registrant, initially filed with the SEC on December 2, 2011 and as amended on May 22, 2018 and as amended on May 15, 2019
4.1     Form of specimen certificate evidencing ordinary shares (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form F-1 (file no. 333-178278), as amended, initially filed with the SEC on December 2, 2011)
10.1     Amended and Restated Note Purchase Agreement dated as of June 29, 2016 by and among BA Holdings, Inc. and the parties named therein (incorporated by reference to Exhibit 2.3 to our Annual Report on Form 20-F (file no. 001-35370), initially filed with the SEC on March 19, 2018)
10.2     Senior Facilities Agreement dated as of May 13, 2011, as amended and restated on July 31, 2017 by and among Luxfer Holdings PLC and the parties named therein (incorporated by reference to Exhibit 2.4 to our Annual Report on Form 20-F (file no. 001-35370), initially filed with the SEC on March 19, 2018)
10.3     First Amendment to Amended and Restated Note Purchase Agreement dated as of March 13, 2017 by and among Luxfer Holdings PLC and the parties named therein (incorporated by reference to Exhibit 2.5 to our Annual Report on Form 20-F (file no. 001-35370), initially filed with the SEC on March 19, 2018)
10.4     Amended and Restated Note Purchase and Private Shelf Agreement dated as of June 29, 2016 by and among Luxfer Holdings PLC and the parties named therein (incorporated by reference to Exhibit 2.6 to our Annual Report on Form 20-F (file no. 001-35370), initially filed with the SEC on March 19, 2018)
10.5     First Amendment to Amended and Restated Note Purchase Agreement and Private Shelf Agreement dated as of March 13, 2017 by and among Luxfer Holdings PLC and the parties named therein (incorporated by reference to Exhibit 2.7 to our Annual Report on Form 20-F (file no. 001-35370), initially filed with the SEC on March 19, 2018)
10.6    Second Amendment to Amended and Restated Note Purchase Agreement and Private Shelf Agreement dated as of October 26, 2021 by and among Luxfer Holdings PLC and the parties named therein, initially filed with the SEC on February 24, 2022
10.7    Senior Facilities Agreement dated as of October 26, 2021 by and among Luxfer Holdings PLC and the parties named therein, initially filed with the SEC on February 24, 2022
10.8*     Executive Share Option Plan (incorporated by reference to Exhibit 10.3 to our Registration Statement on Form F-1 (file no. 333-178278), as amended, initially filed with the SEC on December 2, 2011)
10.9*     Long-Term Umbrella Incentive Plan (incorporated by reference to Exhibit 4.2 to our Annual Report on Form 20-F (file no. 001-35370), initially filed with the SEC on March 19, 2018)
10.10*     Amended and Restated Non-Executive Director Equity Incentive Plan (incorporated by reference to Exhibit 4.7 to our Annual Report on Form 20-F (file no. 001-35370), filed with the SEC on March 29, 2013)
10.11*    The Luxfer Share Incentive Plan, initially filed with the SEC on March 11, 2019, amended May 15, 2019
10.12*    The Luxfer Employee Stock Purchase Plan, filed with the SEC on March 11, 2019
10.13*    Form of Executive Officer IPO Stock Option Grant Agreement (incorporated by reference to Exhibit 10.6 to our Registration Statement on Form F-1 (file no. 333-178278), as amended, initially filed with the SEC on December 2, 2011)
10.14*    Form of Non-Executive Director IPO Stock Option Grant Agreement (incorporated by reference to Exhibit 10.7 to our Registration Statement on Form F-1 (file no. 333-178278), as amended, initially filed with the SEC on December 2, 2011)
10.15* Employment Agreements, filed with the SEC on March 11, 2019
10.14* 10.16* Employment Agreements, filed with the SEC on March 11, 2019,
10.15*
93

10.17* Employment Agreements, filed with the SEC on May 6, 2022
10.16* 10.18* Employment Agreements, filed with the SEC on May 6, 2022
10.17
Lease with Cherokee Properties
10.18
Lease with Cherokee Properties - Amendment 1, dated August 2005

10.19* Employment Agreements, filed with the SEC on May 6, 2022
10.19
Lease with Cherokee Properties - Amendment 2, dated January 2018
21.1
List of Subsidiaries of the Company
23.1
Consent of PricewaterhouseCoopers LLP
31.1
Certification Required by Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934-Alok Maskara
31.2
Certification Required by Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934-Heather Harding
32.1
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)-Alok Maskara
32.2
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)-Heather Harding
101The financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, formatted in XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Changes in Equity, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

10.20* Employment Agreements, filed with the SEC on March 11, 2019
10.21    Employment Contract between Stephen Webster and Luxfer Holdings PLC, dated February 28, 2023 (certain information in this Exhibit has been redacted because it is immaterial and confidential)
21.1     List of Subsidiaries of the Company
23.1     Consent of PricewaterhouseCoopers LLP
31.1     Certification Required by Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934-Andrew Butcher
31.2     Certification Required by Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934-Stephen Webster
32.1     Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)-Andrew Butcher
32.2     Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)-Stephen Webster
101    The financial statements from the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in XBRL: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Changes in Equity, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

* Management contract or compensatory plan or arrangement


Item 16.    Form 10-K Summary
None.



94

SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Luxfer Holdings plc
(Registrant)
Luxfer Holdings plc/s/Andrew Butcher
(Registrant)Andrew Butcher
/s/Alok Maskara
Alok Maskara
Chief Executive Officer
(Duly Authorized Officer)
March 11, 20191, 2023
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
SignatureTitleDate
/s/Andrew ButcherChief Executive Officer (Principal Executive Officer) and DirectorMarch 1, 2023
Andrew Butcher
Signature/s/Stephen M.D. WebsterTitleDate
/s/Alok MaskaraChief Executive Officer (Principal Executive Officer) and DirectorMarch 11, 2019
Alok Maskara
/s/Heather HardingChief Financial Officer (Principal Financial and Accounting Officer)March 11, 20191, 2023
Heather Harding
/s/Stephen M.D. WebsterCorporate Controller (Principal Accounting Officer)March 11, 2019
Stephen M.D. Webster
/s/Patrick K. Mullen
/s/Joseph A. BonnChairman of the Board and DirectorMarch 11, 20191, 2023
Joseph A. BonnPatrick K. Mullen
/s/David F. LandlessRichard J. HippleDirectorMarch 11, 20191, 2023
David F. LandlessRichard J. Hipple
/s/Sylvia A. SteinDirectorMarch 1, 2023
Sylvia A. Stein
/s/Clive J. SnowdonDirectorMarch 11, 20191, 2023
Clive J. Snowdon
/s/Adam CohnLisa G. TrimbergerDirectorMarch 11, 20191, 2023
Adam CohnLisa G. Trimberger
/s/Richard J. HippleDirectorMarch 11, 2019
Richard J. Hipple
/s/Allisha ElliottDirectorMarch 11, 2019
Allisha Elliott




101
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