UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2021~~March 31, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file number

1-13879

INNOSPEC INC.

(Exact name of registrant as specified in its charter)


~~DELAWARE~~DELAWARE		98-0181725
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8310 South Valley Highway
Suite 350
Englewood
Colorado		80112
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 792 5554

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	IOSP	NASDAQ

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 ☒ No ☐

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 file. Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

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 standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class		Outstanding as of ~~July 28, 2021~~ April 24, 2022
Common Stock, par value $0.01		24,815,171

~~24,641,904~~

Table of Contents

TABLE OF CONTENTS


PART I	FINANCIAL INFORMATION	2

Item 1	Condensed Consolidated Financial Statements	2
	Condensed Consolidated Statements of Income	2
	Condensed Consolidated Statements of Comprehensive Income	3
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Balance Sheets (continued)	5
	Condensed Consolidated Statements of Cash Flows	6
	Condensed Consolidated Statements of Equity	7
	Notes To The Unaudited Interim Condensed Consolidated Financial Statements	98
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three ~~and Six~~ Months Ended ~~June 30, 2021~~March 31, 2022	2320
	Critical Accounting Estimates	2320
	Results of Operations	2320
	Liquidity and Financial Condition	3425
Item 3	Quantitative and Qualitative Disclosures about Market Risk	3627
Item 4	Controls and Procedures	3728

PART II	OTHER INFORMATION	3829

Item 1	Legal Proceedings	3829
Item 1A	Risk Factors	3829
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	3829
Item 3	Defaults Upon Senior Securities	3830
Item 4	Mine Safety Disclosures	3830
Item 5	Other Information	3830
Item 6	Exhibits	3930

SIGNATURES		31

Table of Contents

CAUTIONARY STATEMENT RELATIVE TO FORWARD-LOOKING STATEMENTS

This Form

10-Q

contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Such forward-looking statements include statements (covered by words like “expects,” “estimates,” “anticipates,” “may,” “could,” “believes,” “feels,” “plans,” “intends” or similar words or expressions, for example) which relate to earnings, growth potential, operating performance, events or developments that we expect or anticipate will or may occur in the future. Although forward-looking statements are believed by management to be reasonable when made, they are subject to certain risks, uncertainties and assumptions, including, the effects of the

COVID-19

pandemic, such as its duration, its unknown long-term economic impact, measures taken by governmental authorities to address it, the rise of variants, the effectiveness, acceptance and distributions of

COVID-19

vaccines and the effects of any sanctions, export restrictions, supply chain disruptions or increased economic uncertainty related to the ongoing conflict between Russia and Ukraine and the manner in which the pandemic and/or such conflict may precipitate or exacerbate other risks and/or uncertainties, and our actual performance or results may differ materially from these forward-looking statements. Additional information regarding risks, uncertainties and assumptions relating to Innospec and affecting our business operations and prospects are described in Innospec’s Annual Report on Form

10-K

for the year ended December 31, ~~2020~~ 2021, this Form

10-Q

and other reports filed with the U.S. Securities and Exchange Commission. You are urged to review our discussion of risks and uncertainties that could cause actual results to differ from forward-looking statements under the heading “Risk Factors” in such reports. Innospec undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Table of Contents

PART I FINANCIAL INFORMATION

Item 1 Condensed Consolidated Financial Statements

INNOSPEC INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Three Months Ended June 30						Six Months Ended June 30						Three Months Ended March 31
(in millions, except share and per share data)	2021			2020			2021			2020			2022			2021
Net sales	$	354.5		$	244.9		$	694.1		$	617.2		$	472.4		$	339.6
Cost of goods sold		(246.2	)		(185.8	)		(485.0	)		(444.2	)		(333.1	)		(238.8	)

Gross profit		108.3			59.1			209.1			173.0			139.3			100.8
Operating expenses:
Selling, general and administrative		(62.7	)		(63.5	)		(126.3	)		(127.9	)		(84.9	)		(63.6	)
Research and development		(8.6	)		(8.1	)		(17.6	)		(16.7	)		(10.1	)		(9.0	)
Restructuring charge		0.0			(21.1	)		0.0			(21.1	)
Impairment of intangible assets		0.0			(19.8	)		0.0			(19.8	)

Total operating expenses		(71.3	)		(112.5	)		(143.9	)		(185.5	)		(95.0	)		(72.6	)

Operating income/(loss)		37.0			(53.4	)		65.2			(12.5	)
Operating income														44.3			28.2
Other income, net		3.4			0.1			6.4			4.0			4.3			3.0
Interest expense, net		(0.3	)		(0.5	)		(0.7	)		(1.1	)		(0.4	)		(0.4	)

Income/(loss) before income tax expense		40.1			(53.8	)		70.9			(9.6	)
Income tax (expense)/credit		(17.7	)		14.1			(25.1	)		3.0
Income before income tax expense														48.2			30.8
Income tax expense														(11.7	)		(7.4	)

Net income/(loss)	$	22.4		$	(39.7	)	$	45.8		$	(6.6	)
Net income													$	36.5		$	23.4

Earnings per share:
Basic	$	0.91		$	(1.62	)	$	1.86		$	(0.27	)	$	1.47		$	0.95

Diluted	$	0.90		$	(1.62	)	$	1.84		$	(0.27	)	$	1.46		$	0.94

Weighted average shares outstanding (in thousands):
Basic		24,628			24,564			24,615			24,547			24,791			24,601

Diluted		24,869			24,564			24,856			24,547			24,956			24,840

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Table of Contents

INNOSPEC INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

Three Months Ended
June 30

Six Months Ended
June 30

(in millions)

2021

2020

2021

2020

Net income/(loss)
   $ 22.4    $ (39.7 ) 45.8 (6.6 )




Other comprehensive income/(loss):

Changes in cumulative translation adjustment, net of tax of $(0.5) million, $(0.1) million, $0.5 million and $1.5 million, respectively
   3.8    5.5 (7.5 ) (2.4 )
Amortization of prior service cost/(credit), net of tax of $0.0 million, $0.0 million, $0.0 million and $0.1 million, respectively
   0.0    (0.2 ) 0.1 (0.4 )
Amortization of actuarial net losses, net of tax of $0.0 million, $0.0 million, $(0.1) million and $(0.1) million, respectively
   0.6    0.6 1.2 0.8




Total other comprehensive income/(loss)
   4.4    5.9 (6.2 ) (2.0 )




Total comprehensive income/(loss)
   $ 26.8    $ (33.8 ) 39.6 (8.6 )


	Three Months Ended March 31
(in millions)	2022			2021
Net income	$	36.5		$	23.4

Other comprehensive income/(loss):
Changes in cumulative translation adjustment, net of tax of $(0.2) million and $1.0 million, respectively		(3.8	)		(11.3	)
Amortization of prior service cost, net of tax of $0.0 million and $0.0 million, respectively		0.1			0.1
Amortization of actuarial net losses, net of tax of $0.0 million and $(0.1) million, respectively		0.1			0.6

Total other comprehensive loss		(3.6	)		(10.6	)

Total comprehensive income	$	32.9		$	12.8

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Table of Contents

INNOSPEC INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in millions, except share and per share data)

June 30,

2021

December 31,
2020


(Unaudited)

Assets

Current assets:

Cash and cash equivalents
   $ 94.4    $ 105.3
Trade and other accounts receivable (less allowances of $4.2 million and $4.5 million respectively)
   281.6    221.4
Inventories (less allowances of $21.1 million and $19.4 million respectively):

Finished goods
   174.0    156.3
Raw materials
   76.5    63.7




Total inventories
   250.5    220.0
Prepaid expenses
   11.6    14.9
Prepaid income taxes
   3.5    4.2
Other current assets
   1.5    0.4




Total current assets
   643.1    566.2
Net property, plant and equipment
   214.1    210.8
Operating lease
right-of-use
assets
   36.4    40.1
Goodwill
   368.2    371.2
Other intangible assets
   66.4    75.3
Deferred tax assets
   7.4    7.6
Pension asset
   121.2    118.0
Other
non-current
assets
   5.0    8.2




Total assets
   $ 1,461.8    $ 1,397.4


(in millions, except share and per share data)	March 31, 2022		December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	105.6	$	141.8
Trade and other accounts receivable (less allowances of $6.0 million and $5.1 million respectively)		337.7		284.5
Inventories (less allowances of $26.5 million and $25.4 million respectively):
Finished goods		206.8		188.3
Raw materials		101.4		89.3

Total inventories		308.2		277.6
Prepaid expenses		17.2		18.0
Prepaid income taxes		9.5		5.8
Other current assets		0.4		0.4

Total current assets		778.6		728.1
Net property, plant and equipment		213.7		214.4
Operating lease right-of-use assets		42.3		35.4
Goodwill		362.0		364.3
Other intangible assets		53.0		57.5
Deferred tax assets		6.2		6.4
Pension asset		160.8		159.8
Other non-current assets		7.2		5.0

Total assets	$	1,623.8	$	1,570.9

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Table of Contents

INNOSPEC INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS - (Continued)

(Unaudited)


(in millions, except share and per share data)	June 30, 2021			December 31, 2020			March 31, 2022			December 31, 2021
	(Unaudited)
Liabilities and Equity
Current liabilities:
Accounts payable	$	123.5		$	98.7		$	161.8		$	148.7
Accrued liabilities		142.3			129.8			156.5			166.5
Current portion of finance leases		0.2			0.5
Finance leases								0			0.1
Current portion of operating lease liabilities								14.1			12.4
Current portion of plant closure provisions		6.6			6.6			6.2			5.2
Current portion of accrued income taxes		6.3			5.5			13.7			3.7
Current portion of operating lease liabilities		12.1			11.3

Total current liabilities	��	291.0			252.4			352.3			336.6
Finance leases, net of current portion		0.0			0.1
Operating lease liabilities, net of current portion		24.4			28.9			28.3			23.1
Plant closure provisions, net of current portion		51.0			51.9			50.1			51.3
Accrued income taxes, net of current portion		28.6			32.4			27.8			30.6
Unrecognized tax benefits		16.3			16.0			16.3			16.3
Deferred tax liabilities		54.4			46.9			61.3			60.8
Pension liabilities and post-employment benefits		19.5			20.5			17.4			17.8
Other non-current liabilities		2.4			3.4			1.4			1.4

Total liabilities								554.9			537.9

Equity:
Common stock, $0.01 par value, authorized 40,000,000 shares, issued 29,554,500 shares		0.3			0.3			0.3			0.3
Additional paid-in capital		339.5			336.1			349.6			346.7
Treasury stock (4,912,939 and 4,958,599 shares at cost, respectively)		(93.1	)		(93.3	)
Treasury stock (4,739,680 and 4,780,806 shares at cost, respectively)								(90.6	)		(90.6	)
Retained earnings		790.4			758.6			859.4			822.9
Accumulated other comprehensive loss		(63.5	)		(57.3	)		(50.5	)		(46.9	)

Total Innospec stockholders’ equity		973.6			944.4			1,068.2			1,032.4
Non-controlling interest		0.6			0.5			0.7			0.6

Total equity		974.2			944.9			1,068.9			1,033.0

Total liabilities and equity	$	1,461.8		$	1,397.4		$	1,623.8		$	1,570.9

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Table of Contents

INNOSPEC INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended June 30						Three Months Ended March 31
(in millions)	2021			2020			2022			2021
Cash Flows from Operating Activities
Net income	$	45.8		$	(6.6	)	$	36.5		$	23.4
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		20.6			24.2			10.5			10.3
Impairment of intangible assets		0.0			19.8
Impairment of tangible assets		0.0			2.0
Deferred tax expense		7.8			(5.6	)
Non-cash movements on defined benefit pension plans		(1.6	)		(2.2	)
Deferred taxes								0.9			0.1
Non-cash income on defined benefit pension plans								(0.7	)		(0.8	)
Stock option compensation		2.9			2.8			1.7			1.6
Changes in assets and liabilities, net of effects of acquired and divested companies:
Trade and other accounts receivable		(64.3	)		76.2			(52.9	)		(30.7	)
Inventories		(31.3	)		(2.1	)		(29.5	)		(5.5	)
Prepaid expenses		3.5			3.9			1.2			2.4
Accounts payable and accrued liabilities		39.3			(79.6	)		1.9			20.2
Plant closure provisions								0			(0.2	)
Accrued income taxes		(1.7	)		(9.5	)		3.4			3.7
Plant closure provisions		(0.6	)		8.5
Unrecognized tax benefits		0.3			(1.3	)
Other assets and liabilities		0.9			1.7			(2.0	)		(1.8	)

Net cash provided by operating activities		21.6			32.2
Net cash (used in)/ provided by operating activities								(29.0	)		22.7

Cash Flows from Investing Activities
Capital expenditures		(19.5	)		(14.6	)		(8.4	)		(10.3	)
Proceeds on disposal of property, plant and equipment		0.3			0.0

Net cash used in investing activities		(19.2	)		(14.6	)		(8.4	)		(10.3	)

Cash Flows from Financing Activities
Non-controlling interest		0.1			0.1
Proceeds from revolving credit facility		0.0			15.0			0			0
Repayments of revolving credit facility		0.0			(35.0	)		0			0
Repayments of finance leases		(0.3	)		(0.6	)		(0.1	)		(0.2	)
Dividend paid		(14.0	)		(12.8	)
Issue of treasury stock		1.7			0.8			1.9			0.5
Repurchase of common stock		(0.8	)		(2.1	)		(0.9	)		(0.6	)

Net cash used in financing activities		(13.3	)		(34.6	)
Net cash provided by/(used in) financing activities								0.9			(0.3	)
Effect of foreign currency exchange rate changes on cash		0.0			(0.5	)		0.3			(0.4	)

Net change in cash and cash equivalents		(10.9	)		(17.5	)		(36.2	)		11.7
Cash and cash equivalents at beginning of period		105.3			75.7			141.8			105.3

Cash and cash equivalents at end of period	$	94.4		$	58.2		$	105.6		$	117.0

The accompanying notes are an integral part of these un

~~udited~~unaudited interim condensed consolidated financial statements.

Table of Contents

INNOSPEC INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)


(in millions)	Common Stock		Additional Paid-In Capital		Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Loss			Non- Controlling Interest		Total Equity			Common Stock		Additional Paid-In Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Loss			Non- Controlling Interest			Total Equity
Balance at December 31, 2020	$	0.3	$	336.1	$	(93.3	)	$	758.6		$	(57.3	)	$	0.5	$	944.9
Balance at December 31, 2021																			$	0.3	$	346.7	$	(90.6	)	$	822.9	$	(46.9	)	$	0.6		$	1,033.0
Net income									45.8								45.8										36.5								36.5
Dividend paid ($0.57 per share)									(14.0	)							(14.0	)
Changes in cumulative translation adjustment, net of tax												(7.5	)				(7.5	)											(3.8	)					(3.8	)
Share of net income															0.1		0.1															0.1			0.1
Treasury stock reissued				0.5		1.0											1.5					1.2		0.9											2.1
Treasury stock repurchased						(0.8	)										(0.8	)						(0.9	)										(0.9	)
Stock option compensation				2.9													2.9					1.7													1.7
Amortization of prior service cost, net of tax												0.1					0.1												0.1				��		0.1
Amortization of actuarial net losses, net of tax												1.2					1.2												0.1						0.1

Balance at June 30, 2021	$	0.3	$	339.5	$	(93.1	)	$	790.4		$	(63.5	)	$	0.6	$	974.2
Balance at March 31, 2022																			$	0.3	$	349.6	$	(90.6	)	$	859.4	$	(50.5	)	$	0.7		$	1,068.9


(in millions)	Common Stock		Additional Paid-In Capital			Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Loss			Non- Controlling Interest		Total Equity			Common Stock		Additional Paid-In Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Loss			Non- Controlling Interest		Total Equity
Balance at December 31, 2019	$	0.3	$	330.4		$	(93.3	)	$	755.5		$	(74.4	)	$	0.4	$	918.9
Balance at December 31, 2020																				$	0.3	$	336.1	$	(93.3	)	$	758.6	$	(57.3	)	$	0.5	$	944.9
Net income										(6.6	)							(6.6	)									23.4							23.4
Dividend paid ($0.52 per share)										(12.8	)							(12.8	)
Changes in cumulative translation adjustment, net of tax													(2.4	)				(2.4	)											(11.3	)				(11.3	)
Share of net income																0.1		0.1
Treasury stock reissued				(0.2	)		1.6											1.4					0.1		0.3										0.4
Treasury stock repurchased							(2.1	)										(2.1	)						(0.6	)									(0.6	)
Stock option compensation				2.8														2.8					1.6												1.6
Amortization of prior service credit, net of tax													(0.4	)				(0.4	)
Amortization of prior service c ost , net of tax																														0.1					0.1
Amortization of actuarial net losses, net of tax													0.8					0.8												0.6					0.6

Balance at June 30, 2020	$	0.3	$	333.0		$	(93.8	)	$	736.1		$	(76.4	)	$	0.5	$	899.7
Balance at March 31, 2021																				$	0.3	$	337.8	$	(93.6	)	$	782.0	$	(67.9	)	$	0.5	$	959.1

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

Table of Contents

~~INNOSPEC INC. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF EQUITY~~

~~(Unaudited)~~

(in millions)

Common

Stock

Additional
Paid-In

Capital

Treasury

Stock

Retained

Earnings

Accumulated
Other

Comprehensive
Loss

Non-

Controlling
Interest

Total

Equity

Balance at March 31, 2021
   $ 0.3    $ 337.8    $ (93.6 ) $ 782.0 $ (67.9 ) $ 0.5    $ 959.1
Net income
         22.4    22.4
Dividend paid ($0.57 per share)
         (14.0 )    (14.0 )
Changes in cumulative translation adjustment, net of tax
         3.8    3.8
Share of net income
         0.1    0.1
Treasury stock reissued
      0.4    0.7    1.1
Treasury stock repurchased
         (0.2 )    (0.2 )
Stock option compensation
      1.3       1.3
Amortization of prior service cost, net of tax
         0.0    0.0
Amortization of actuarial net losses, net of tax
         0.6    0.6








Balance at June 30, 2021
   $ 0.3    $ 339.5    $ (93.1 ) $ 790.4 $ (63.5 ) $ 0.6    $ 974.2

(in millions)

Common

Stock

Additional
Paid-In

Capital

Treasury

Stock

Retained

Earnings

Accumulated
Other

Comprehensive
Loss

Non-

Controlling
Interest

Total

Equity

Balance at March 31, 2020
   $ 0.3    $ 331.2    $ (94.0 ) $ 788.6 $ (82.3 ) $ 0.5    $ 944.3
Net income
         (39.7 )    (39.7 )
Dividend paid ($0.52 per share)
         (12.8 )    (12.8 )
Changes in cumulative translation adjustment, net of tax
         5.5    5.5
Treasury stock reissued
      0.2    0.2    0.4
Stock option compensation
      1.6       1.6
Amortization of prior service credit, net of tax
         (0.2 )    (0.2 )
Amortization of actuarial net losses, net of tax
         0.6    0.6








Balance at June 30, 2020
   $ 0.3    $ 333.0    $ (93.8 ) $ 736.1 $ (76.4 ) $ 0.5    $ 899.7

~~The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements~~

~~Table of Contents~~

INNOSPEC INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form

10-Q

and Article 10 of Regulation

S-X

under the Securities Exchange Act of 1934. Accordingly, they do not include all the information and notes necessary for a comprehensive presentation of financial position, results of operations and cash flows.

It is our opinion, however, that all adjustments (consisting of normal, recurring adjustments, unless otherwise disclosed) have been made which are necessary for the condensed consolidated financial statements to be fairly stated. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form

10-K

for the year ended December 31, ~~2020~~2021 filed on February ~~17, 2021~~16, 2022 (the ~~“2020~~“2021 Form

10-K”).

The results for the interim period covered by this report are not necessarily indicative of the results to be expected for the full year.

When we use the terms “Innospec,” “the Corporation,” “the Company,” “Registrant,” “we,” “us” and “our,” we are referring to Innospec Inc. and its consolidated subsidiaries unless otherwise indicated or the context otherwise requires.

Table of Contents

NOTE 2 – SEGMENT REPORTING

The Company reports its financial performance based on the following three reportable segments: Performance Chemicals, Fuel Specialties ~~Performance Chemicals~~ and Oilfield Services.

The Performance Chemicals, Fuel Specialties ~~Performance Chemicals~~ and Oilfield Services segments operate in markets where we actively seek growth opportunities although their ultimate customers are different. ~~Our previously reported Octane Additives segment ceased trading in the second quarter of 2020.~~

The Company evaluates the performance of its segments based on operating income. The following tables analyze sales and other financial information by the Company’s reportable segments:

Three Months Ended

June 30

Six Months Ended
June 30

(in millions)

2021

2020

2021

2020

Net Sales:

Refinery and Performance
   $ 94.8    $ 74.9    $ 194.1    183.5
Other
   48.3    32.5    88.3    70.9








Fuel Specialties
   143.1    107.4    282.4    254.4








Personal Care
   73.8    49.8    142.0    112.8
Home Care
   21.3    21.3    44.3    42.9
Other
   33.1    24.6    67.8    53.1








Performance Chemicals
   128.2    95.7    254.1    208.8








Oilfield Services
   83.2    41.8    157.6    154.0








   $ 354.5    $ 244.9    $ 694.1    617.2








Gross profit/(loss):

Fuel Specialties
   $ 50.1    $ 25.4    $ 95.0    76.6
Performance Chemicals
   31.6    24.9    63.0    52.5
Oilfield Services
   26.6    9.9    51.1    46.1
Octane Additives
   0.0    (1.1 )    0.0    (2.2 )








   $ 108.3    $ 59.1    $ 209.1    173.0








Operating income/(loss):

Fuel Specialties
   $ 28.5    $ 4.7    $ 52.3    36.8
Performance Chemicals
   17.9    12.2    36.2    27.8
Oilfield Services
   2.2    (12.4 )    3.4    (5.2 )
Octane Additives
   0.0    (1.6 )    0.0    (2.8 )
Corporate costs
   (11.6 )    (15.4 )    (26.7 )    (28.2 )
Restructuring charge
   0.0    (21.1 )    0.0    (21.1 )
Impairment of intangible assets
   0.0    (19.8 )    0.0    (19.8 )








Total operating income
   $ 37.0    $ (53.4 )    $ 65.2    (12.5 )


	Three Months Ended March 31
(in millions)	2022			2021
Net Sales:
Personal Care		103.4			68.2
Home Care		24.4			23.0
Other		39.3			34.7

Performance Chemicals	$	167.1		$	125.9

Refinery and Performance		148.4			99.3
Other		43.4			40.0

Fuel Specialties		191.8			139.3

Oilfield Services		113.5			74.4

	$	472.4		$	339.6

Gross profit:
Performance Chemicals	$	40.8		$	31.4
Fuel Specialties		60.7			44.9
Oilfield Services		37.8			24.5

	$	139.3		$	100.8

Operating income/(loss):
Performance Chemicals	$	25.3		$	18.3
Fuel Specialties		35.5			23.8
Oilfield Services		2.5			1.2
Corporate costs		(19.0	)		(15.1	)

Total operating income	$	44.3		$	28.2

109

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NOTE 3 – EARNINGS PER SHARE

Basic earnings per share is based on the weighted average number of common shares outstanding during the period. Diluted earnings per share includes the effect of options that are dilutive and outstanding during the period under the treasury stock method. Per share amounts are computed as follows:


	Three Months Ended June 30					Six Months Ended June 30					Three Months Ended March 31
	2021		2020			2021		2020			2022		2021
Numerator (in millions):
Net income/(loss) available to common stockholders	$	22.4	$	(39.7	)	$	45.8	$	(6.6	)
Net income available to common stockholders											$	36.5	$	23.4

Denominator (in thousands):
Weighted average common shares outstanding		24,628		24,564			24,615		24,547			24,791		24,601
Dilutive effect of stock options and awards		241		0			241		0			165		239

Denominator for diluted earnings per share		24,869		24,564			24,856		24,547			24,956		24,840

Net income/(loss) per share, basic:	$	0.91	$	(1.62	)	$	1.86	$	(0.27	)
Net income per share, basic:											$	1.47	$	0.95

Net income/(loss) per share, diluted:	$	0.90	$	(1.62	)	$	1.84	$	(0.27	)
Net income per share, diluted:											$	1.46	$	0.94

In the three ~~and six~~ months ended ~~June 30, 2021,~~March 31, 2022, the average number of anti-dilutive options excluded from the calculation of diluted earnings per share were ~~19,836 and 14,649, respectively~~38,825 (three ~~and six~~ months ended ~~June 30, 2020 – 0 and 0, respectively)~~March 31, 2021 –15,144).

NOTE 4 – GOODWILL

The following table summarizes the goodwill ~~movements:~~movements in the year:


(in millions)	Gross Cost			Gross Cost
Opening balance at January 1, 2021	$	371.2
Opening balance at January 1, 2022				$	364.3
Exchange effect		(3.0	)		(2.3	)

Closing balance at June 30, 2021	$	368.2
Closing balance at March 31, 2022				$	362.0

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NOTE 5 – OTHER INTANGIBLE ASSETS

The following table ~~summarizes the~~analyzes other intangible assets ~~movements:~~movements in the year:

(in millions)

2021

Gross cost at January 1
   $ 298.9
Exchange effect
   (1.5 )


Gross cost at June 30
   297.4


Accumulated amortization at January 1
   (223.6 )
Amortization expense
   (8.0 )
Exchange effect
   0.6


Accumulated
amortization
at June 30
   (231.0 )


Net book amount at June 30
   $ 66.4


(in millions)	2022
Gross cost at January 1	$	295.2
Exchange effect		(1.1	)

Gross cost at March 31		294.1

Accumulated amortization at January 1		(237.7	)
Amortization expense		(4.0	)
Exchange effect		0.6

Accumulated amortization at March 31		(241.1	)

Net book amount at March 31	$	53.0

The amortization expense for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 was ~~$8.0~~$4.0 million ~~(six~~(three months ended ~~June 30, 2020~~March 31, 2021 – ~~$11.5~~$4.0 million).

~~The net book amount by category of other intangible assets is shown in the following table:~~

(in millions)

June 30

2021

December 31

2020

Product rights
   $ 4.4    $ 6.3
Brand names
   2.0    2.3
Technology
   18.6    19.8
Customer relationships
   39.4    44.2
Internally developed software
   2.0    2.7




   $ 66.4    $ 75.3

~~Table of Contents~~

NOTE 6 – PENSION AND POST EMPLOYMENT BENEFITS

The Company maintains a defined benefit pension plan covering certain current and former employees in the United Kingdom (the ~~“Plan”~~“UK Plan”). The UK Plan is closed to future service accrual ~~but~~and has a large number of deferred and current pensioners.

~~The net service cost for the three and six months ended June 30, 2021 was $0.4 million and $0.8 million, respectively (three and six months ended June 30, 2020 – $0.3 million and~~

0.6 million respectively) and has been recognized in selling, general and administrative expenses within corporate costs. The following table shows the income statement effect recognized within other income, net:

Three Months Ended
June 30

Six Months Ended
June 30

(in millions)

2021

2020

2021

2020

Plan net pension credit/(charge):

Interest cost on projected benefit obligation
   $ (1.9 )    $ (2.7 )    $ (3.8 )    $ (5.5 )
Expected return on plan assets
   3.9    4.3    7.8    8.8
Amortization of prior service (cost)/credit
   0.0    0.2    (0.1 )    0.4
Amortization of actuarial net losses
   (0.4 )    (0.2 )    (0.8 )    (0.4 )








   $ 1.6    $ 1.6    $ 3.1    $ 3.3

~~The amortization of prior service credit and actuarial net losses is a reclassification out of accumulated other comprehensive loss into other income and expense.~~

The Company also maintains an unfunded defined benefit pension plan covering certain current and former employees in Germany (the “German plan”) ~~within our Fuel Specialties segment.~~

. The German plan is closed to new entrants and has no assets.

The net periodic benefit of these plans is shown in the following table:


	Three Months Ended March 31
(in millions)	2022			2021
Service cost	$	(0.6	)	$	(0.4	)
Interest cost on projected benefit obligation		(2.8	)		(1.9	)
Expected return on plan assets		4.3			3.9
Amortization of prior service cost		(0.1	)		(0.1	)
Amortization of actuarial net losses		(0.1	)		(0.7	)

Net periodic benefit	$	0.7		$	0.8

The service cost for the German plan for the three and six months ended June 30, 2021 was $0.1 million and $0.1 million, respectively (three and six months ended June 30, 2020 – $0.1 million and $0.1 million, respectively) and has been recognized in selling, general and administrative expenses. ~~The following table shows the income statement effect~~All other items have been recognized within other income and ~~expense:~~expense. The amortization of prior service

cost

and actuarial net losses are a reclassification out of accumulated other comprehensive loss into other income and expense.

Three Months Ended
June 30

Six Months Ended
June 30

(in millions)

2021

2020

2021

2020

Plan net pension charge:

Interest cost on projected benefit obligation
   $ 0.0    $ 0.0    $ 0.0    $ (0.1 )
Amortization of actuarial net losses
   (0.2 )    (0.3 )    (0.5 )    (0.4 )








   $ (0.2 )    $ (0.3 )    $ (0.5 )    $ (0.5 )

~~As at June 30, 2021, our Performance Chemicals segment has~~In addition, we have obligations for post-employment benefits in ~~its~~some of our other European ~~businesses with~~businesses. As at March 31, 2022, we have recorded a liability of ~~$4.8~~$4.6 million (December 31, ~~2020~~2021 – ~~$5.3~~$4.6 million).

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NOTE 7 – INCOME TAXES

A roll-forward of unrecognized tax benefits and associated accrued interest and penalties is as follows:


(in millions)	Unrecognized Tax Benefits			Interest and Penalties		Total		Unrecognized Tax Benefits			Interest and Penalties		Total
Opening balance at January 1, 2021	$	13.6		$	2.4	$	16.0
Opening balance at January 1, 2022								$	13.2		$	3.1	$	16.3
Net change for tax positions of prior periods		(0.1	)		0.4		0.3		(0.1	)		0.1		0

Closing balance at June 30, 2021		13.5			2.8		16.3
Closing balance at March 31, 2022									13.1			3.2		16.3
Current		0.0			0.0		0.0		0			0		0

Non-current	$	13.5		$	2.8	$	16.3	$	13.1		$	3.2	$	16.3

All of the $16.3 million of unrecognized tax benefits, interest and penalties would impact our effective tax rate if recognized.

In 2021 a

non-U.S.

subsidiary, Innospec Limited, entered into a review by the U.K. tax authorities under the U.K.’s Profit Diversion Compliance Facility (“PDCF”). The Company determined that additional tax and interest totaling $1.0 million may arise during the course of the PDCF review process which is currently ongoing.

non-U.S.

subsidiary, Innospec Performance Chemicals Italia Srl, is subject to an ongoing tax audit in relation to the period 2011 to 2014 inclusive. The Company has determined that additional tax, interest and penalties totaling ~~$3.4~~$3.2 million may arise as a consequence of the tax audit. This includes ~~an increase in interest accrued of $0.1 million and~~ a reduction for foreign exchange movements of $0.1 million recorded in the ~~six~~three months to ~~June 30, 2021.~~March 31, 2022. As any additional tax arising as a consequence of the tax audit would be reimbursed by the previous owner under the terms of the sale and purchase agreement, an indemnification asset of the same amount is recorded in the financial statements to reflect this arrangement.

In 2018 the Company recorded an unrecognized tax benefit in relation to a potential adjustment that could arise as a consequence of the Tax Cuts and Jobs ~~Act.~~Act of 2017 (“Tax Act”), but for which retrospective adjustment to the filed 2017 U.S. federal income tax returns was not permissible. The Company has determined that additional tax, interest and penalties totaling ~~$12.7~~$12.1 million may arise in relation to this item. This includes an increase in interest accrued of ~~$0.3~~$0.1 million in the ~~six~~three months to ~~June 30, 2021.~~March 31, 2022.

~~Other non-significant items,~~

~~inclusive of interest and penalties, total $0.2 million.~~

The Company and its U.S. subsidiaries remain open to examination by the IRS for certain elements of year 2017 and for years ~~2017~~2018 onwards under the statute of limitations. The Company’s subsidiaries in foreign tax jurisdictions are open to examination including ~~Germany (2016~~the U.K. (2017 onwards), Switzerland ~~(2016~~(2017 onwards), Germany (2018 onwards), Spain ~~(2016 onwards), France~~ (2018 onwards) and ~~the United Kingdom (2018~~France (2019 onwards).

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NOTE 8 – LONG-TERM DEBT

As at ~~June 30, 2021,~~March 31, 2022, and December 31, ~~2020,~~2021, the Company had ~~repaid all of its borrowings under~~0t drawn down on its revolving credit facility.

The Company continues to have available a $250.0 million revolving credit facility until September 25, 2024. The facility contains an accordion feature whereby the Company may elect to increase the total available borrowings by an aggregate amount of up to $125.0 million.

The deferred finance costs of ~~$1.2~~

$0.9 million (December 31, ~~2020~~2021 - ~~$1.3~~$1.0 million) related to the arrangement of the credit facility, are included within other current and

non-current

assets at the balance sheet dates.

NOTE 9 – PLANT CLOSURE PROVISIONS

The Company has continuing plans to remediate ~~some of its~~ manufacturing facilities at sites around the world as and when those operations are expected to cease or we are required to decommission the sites according to local laws and regulations. The liability for estimated plant closure costs includes costs for ~~decontamination and~~ environmental remediation ~~activities (“remediation”).~~liabilities and asset retirement obligations.

~~As a result, the~~The principal site giving rise to ~~remediation liabilities~~asset retirement obligations is the manufacturing site at Ellesmere Port in the United Kingdom. There are also ~~provisions~~asset retirement obligations and environmental remediation liabilities on a much smaller scale in respect of ~~some of our~~ other manufacturing sites in the U.S. and Europe. We recognize environmental remediation liabilities when they are probable and costs can be reasonably estimated, and asset retirement obligations when there is a legal obligation and costs can be reasonably estimated.

sites.

Movements in the provisions are summarized as follows:

(in millions)

2021

Total at January 1
   $ 58.5
Charge for the period
   1.9
Utilized in the period
   (2.5 )
Exchange effect
   (0.3 )


Total at June 30
   57.6
Due within one year
   (6.6 )


Due after one year
   $ 51.0


(in millions)	2022
Total at January 1	$	56.5
Charge for the period		0.9
Utilized in the period		(0.9	)
Exchange effect		(0.2	)

Total at March 31		56.3
Due within one year		(6.2	)

Due after one year	$	50.1

The charge for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 was ~~$1.9~~$0.9 million ~~(six~~(three months ended ~~June 30, 2020~~March 31, 2021 – ~~$9.8~~$1.0 million). The current year charge represents the accounting accretion only, with no changes for the expected cost and scope of future remediation activities. In the prior year, the charge includes an additional $7.5 million provision as a result of the restructuring activities following the closure of our Octane Additives business and the cessation of sales of TEL for use in motor gasoline.

Amounts due within one year refer to provisions where expenditure is expected to arise within one year of the balance sheet date.

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Table of Contents

NOTE 10 – FAIR VALUE MEASUREMENTS

The following table presents the carrying amount and fair values of the Company’s financial assets and liabilities measured on a recurring basis:


	June 30, 2021				December 31, 2020				March 31, 2022				December 31, 2021
(in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets
Non-derivatives:
Cash and cash equivalents	$	94.4	$	94.4	$	105.3	$	105.3	$	105.6	$	105.6	$	141.8	$	141.8
Derivatives (Level 1 measurement):
Other current and non-current assets:
Foreign currency forward exchange contracts		1.1		1.1		0.0		0.0
Emissions Trading Scheme credits										4.1		4.1		3.9		3.9

Liabilities
Non-derivatives:
Finance leases (including current portion)		0.2		0.2		0.6		0.6	$	0	$	0	$	0.1	$	0.1
Derivatives (Level 1 measurement):
Other current and non-current liabilities:
Foreign currency forward exchange contracts		0.0		0.0		0.5		0.5		1.0		1.0		1.2		1.2
Non-financial liabilities (Level 3 measurement):
Other current and non-current liabilities:
Stock equivalent units		17.8		17.8		17.2		17.2		21.7		21.7		17.3		17.3

The following methods and assumptions were used to estimate the fair values:

Cash and cash equivalents:

The carrying amount approximates fair value because of the short-term maturities of such instruments.

Emissions Trading Scheme credits:

The fair value is determined by the open market pricing at the end of the reporting period.

Derivatives:

The fair value of derivatives relating to foreign currency forward exchange contracts are derived from current settlement prices and comparable contracts using current assumptions. Foreign currency forward exchange contracts primarily relate to contracts entered into to hedge future known transactions or hedge balance sheet net cash positions. The movements in the carrying amounts and fair values of these contracts are largely due to changes in exchange rates against the U.S. dollar.

Finance leases:

Finance leases relate to certain fixed assets in our Fuel Specialties and Oilfield Services segments. The carrying amount of finance leases approximates to the fair value.

Stock equivalent units:

The fair values of stock equivalent units are calculated at each balance sheet date using either the Black-Scholes or Monte Carlo method depending on the terms of each grant.

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Table of Contents

NOTE 11 – DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT

The Company enters into various foreign currency forward exchange contracts to minimize currency exchange rate exposure from expected future cash flows. As at ~~June 30, 2021~~March 31, 2022, the contracts have maturity dates of up to twelve months at the date of inception. These foreign currency forward exchange contracts have not been designated as hedging instruments, and their impact on the income statement for the first ~~six~~three months of ~~2021~~2022 was a gain of ~~$0.2~~$0.8 million (first ~~six~~three months of ~~2020~~2021 – a gain of ~~$1.8~~$1.3 million).

NOTE 12 – CONTINGENCIES

Legal matters

While we are involved from time to time in claims and legal proceedings that result from, and are incidental to, the conduct of our business including business and commercial litigation, employee and product liability claims, there are no material pending legal proceedings to which the Company or any 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 aggregate have a material adverse effect on the results of operations for a particular year or quarter.

Guarantees

The Company and certain of the Company’s consolidated subsidiaries are contingently liable for certain obligations of affiliated companies primarily in the form of guarantees of debt and performance under contracts entered into as a normal business practice. This includes guarantees of

non-U.S.

excise taxes and customs duties. As at ~~June 30, 2021,~~March 31, 2022, such guarantees which are not recognized as liabilities in the condensed consolidated financial statements amounted to ~~$8.4~~$5.6 million (December 31, ~~2020~~2021 - ~~$9.9~~$4.6 million). The remaining terms of the fixed maturity guarantees are up to

3 4 years and six months, with some further guarantees having no fixed expiry date.

Under the terms of the guarantee arrangements, generally the Company would be required to perform should the affiliated company fail to fulfil its obligations under the arrangements. In some cases, the guarantee arrangements have recourse provisions that would enable the Company to recover any payments made under the terms of the guarantees from securities held of the guaranteed parties’ assets.

The Company and its affiliates have numerous long-term sales and purchase commitments in their various business activities, which are expected to be fulfilled with no adverse consequences material to the Company.

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NOTE 13 – ~~STOCK-BASED~~SHARE-BASED COMPENSATION PLANS

The ~~Company grants~~compensation cost recorded for stock options for the first three months of 2022 and 2021 was $1.7 million and $1.6 million, respectively. The compensation cost recorded for stock equivalent units ~~(“SEUs”) from time to time as a long-term performance incentive. In certain cases~~for the grants are subject to performance conditions such as the Company’s stock price. Where performance conditions apply the Monte Carlo simulation model is used to determine the fair values. Otherwise the Black-Scholes model is used to determine the fair values.

~~Stock option plans~~first three months of 2022 and 2021 was $7.1 million and $4.4 million, respectively.

The following table summarizes the transactions of the Company’s ~~stock option~~share-based compensation plans for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022.

Number of
Options

Weighted
Average
Exercise
Price

Weighted
Average
Grant-Date

Fair Value

Outstanding at December 31, 2020
   442,893    $ 32.49    $ 45.31
Granted - at discount
   81,596    $ 0.00    $ 92.37
- at market value
   10,688    $ 99.85    $ 32.73
Exercised
   (52,870 )    $ 32.93    $ 38.15
Forfeited
   (17,806 )    $ 17.98    $ 65.96
Outstanding at June 30, 2021
   464,501    $ 28.75    $ 53.57


	Number of shares			Weighted Average Grant-Date Fair Value
Nonvested at December 31, 2021		680,711		$	74.6
Granted		164,205		$	87.5
Vested		(68,931	)	$	61.8
Forfeited		(56,762	)	$	70.9

Nonvested at March 31, 2022		719,223		$	79.0

~~At June 30, 2021, there were 87,136 stock options that were exercisable,~~New grants in the quarter have similar vesting conditions to those granted in previous periods. The valuation methodologies of ~~which 65,176 had performance conditions attached.~~the new grants are consistent with previous periods.

~~The stock option compensation cost for the first six months~~As of ~~2021~~March 31, 2022, there was ~~$2.9~~$33.2 million ~~(first six months~~ of ~~2020 – $2.8 million). The~~ total ~~intrinsic value of options exercised in the first six months of 2021 was $1.7 million (first six months of 2020 – $4.6 million).~~

~~The total~~unrecognized compensation cost related to

~~non-vested~~

~~stock options not yet recognized at June 30, 2021 was $10.5 million and this~~ nonvested share-based compensation arrangements. That cost is expected to be recognized over ~~the~~a weighted-average period of ~~2.15~~1.96 years.

~~Stock equivalent units~~

~~The following table summarizes the transactions of the Company’s SEUs for the six months ended June 30, 2021:~~

Number
of SEUs

Weighted
Average
Exercise
Price

Weighted
Average
Grant-Date

Fair Value

Outstanding at December 31, 2020
   390,164    $ 4.35    $ 63.96
Granted - at discount
   91,451    $ 0.00    $ 92.01
- at market value
   3,803    $ 99.85    $ 32.71
Exercised
   (29,573 )    $ 16.67    $ 43.05
Forfeited
   (21,940 )    $ 2.76    $ 67.01






Outstanding at June 30, 2021
   433,905    $ 3.51    $ 70.87

~~Table of Contents~~

Performance Chemicals

Net sales:

the table below details the components which comprise the year over year change in net sales spread across the markets in which we operate:

Three Months Ended March 31, 2022

Change (%)

Americas

EMEA

ASPAC

Total

Volume

+34

-8

Price and product mix

+31

+34

+16

+32

Exchange rates

—

-9

-4

-6

+65

+17

+13

+33

Higher sales volumes for the Americas were primarily driven by increased demand for our personal care products. Lower sales volumes for EMEA were due to reductions in demand compared to a strong comparative in the prior year. ASPAC delivered slightly higher sales volumes in a number of our markets. All our regions benefitted from a favorable price and product mix due to increased sales of higher priced products together with the impact of increased raw materials pricing being passed on through higher selling prices. EMEA and ASPAC were adversely impacted by exchange rate movements year over year, due to a weakening of the British pound sterling and the European Union euro against the U.S. dollar.

Gross margin:

the year over year decrease of 0.5 percentage points was primarily due to additional inventory provisions in the quarter.

Operating expenses:

the year over year increase of $2.4 million was due to higher selling expenses to support our increased sales, higher research and development costs and higher personnel-related expenses including higher performance related remuneration accruals.

Fuel Specialties

Net sales:

the table below details the components which comprise the year over year change in net sales spread across the markets in which we operate:

Three Months Ended June 30, 2021

Three Months Ended March 31, 2022

Change (%)

Americas

EMEA

ASPAC

AvGas

Total

Americas

EMEA

ASPAC

AvGas

Total

Volume

+39

+11

+28

-11

+20

+47

-4

+113

+23

Price and product mix

-3

+88

+20

+31

+11

-76

+21

Exchange rates

+13

—

-13

-2

—

-6

+36

+25

+28

+77

+33

+67

+25

+37

+38

~~Volumes in all our regions~~

The Americas and EMEA sales volumes have increased year over year as the global demand for refined fuel products ~~is returning~~has increased. ASPAC sales volumes were slightly lower year over year, primarily due to variations in the

~~pre-pandemic~~

~~levels.~~ timing of demand. Price and product mix was ~~slightly improved~~favorable in ~~EMEA, while the Americas and ASPAC were adverse~~all our regions due to ~~higher~~increased sales of ~~lower~~higher margin ~~products.~~products and the impact of increased raw materials pricing being passed on through higher selling prices. AvGas volumes were ~~lower~~higher than the prior year due to variations in the demand from customers, being partly offset by ~~a favorable~~an adverse price and product mix with a higher proportion of sales to ~~high~~lower margin customers. EMEA and ASPAC ~~benefitted from favorable~~were adversely impacted by exchange rate movements year over year, due to a ~~strengthening of the British pound sterling and the European Union euro against the U.S. dollar.~~

~~Gross margin~~

~~: the year over year increase of 11.4 percentage points was driven by favourable pricing and sales mix when compared to the prior year, which was adversely impacted by the pandemic.~~

~~Operating expenses:~~

~~the year over year increase of $0.9 million was due to higher personnel-related expenses and an increase in the allowance for doubtful debts.~~

~~Performance Chemicals~~

~~Net sales:~~

~~the table below details the components which comprise the year over year change in net sales spread across the markets in which we operate:~~

~~Three Months Ended June 30, 2021~~

~~Change (%)~~

~~Americas~~

~~EMEA~~

~~ASPAC~~

~~Total~~

~~Volume~~

~~+52~~

~~+20~~

~~+18~~

~~Price and product mix~~

~~+15~~

~~-14~~

~~Exchange rates~~

~~+67~~

~~+21~~

~~+10~~

~~+34~~

Higher volumes in all our regions was driven by increased demand for our Personal Care products, together with the recovery of demand in some of our other markets which have been adversely impacted by the pandemic. The Americas and EMEA benefitted from a favorable price and product mix due to increased sales of higher priced products. ASPAC suffered an adverse price and product mix due to increased sales of lower priced products. EMEA and ASPAC benefitted from favorable exchange rate movements year over year, due to a strengtheningweakening of the British pound sterling and the European Union euro against the U.S. dollar.

~~Gross margin:~~

~~the year over year decrease of 1.4 percentage points was primarily due to a weaker sales mix and the timing of planned plant shutdowns.~~

2522

Table of Contents

Gross margin

: the year over year decrease of 0.6 percentage points was primarily due to the continued impact of the time lag for passing higher raw material costs through to selling prices.

Operating expenses:

the year over year increase of ~~$1.0~~$4.1 million was due to higher selling expenses due to increased sales including higher provisions for doubtful debts, higher research and development costs and higher personnel-related expenses ~~and increased spending on research and development.~~including higher share-based compensation accruals.

Oilfield Services

Net sales:

have increased year over year by ~~$41.4~~$39.1 million, or ~~99 percent.~~53 percent, with the majority of our customer activity continuing to be in the Americas region. Customer demand ~~grew sequentially~~has increased for the first quarter ~~on quarter~~of 2022, which is expected to continue as the ~~pandemic recovery gathered pace. We expect the growth in customer demand will continue into the third quarter.~~crude oil price remains high.

Gross margin:

the year over year increase of ~~8.3~~0.4 percentage points was ~~primarily~~ due to a favorable sales mix ~~compared~~year over year, while management continue to maintain prices in a ~~prior year comparative which was adversely impacted by the pandemic, together with the benefit of management cost control initiatives being realized.~~competitive market.

Operating expenses:

the year over year increase of ~~$2.1~~$12.0 million was driven by the flexibility of our ~~flexible~~ customer service ~~response~~costs which are necessary to support the increase in demand, ~~as the pandemic recovery continues.~~

~~Octane Additives~~

The Octane Additives business ceased trading and is no longer a reporting segment from July 1, 2020 as the production of TEL for use in motor gasoline has finished. Legacy costs related to these operations have now been recorded as operating expenses within corporate costs.

~~In the second quarter of 2020, there was a gross loss of $1.1 million,~~ together with ~~operating~~higher personnel-related expenses ~~of $0.5 million.~~

including higher share-based compensation accruals.

Other Income Statement Captions

Corporate costs:

the year over year ~~decrease~~increase of ~~$3.8~~$3.9 million was ~~driven by lower~~primarily due to higher personnel-related expenses, including ~~lower~~higher share-based compensation accruals ~~linked to the Innospec share price decrease in the quarter.~~and higher performance related remuneration accruals.

~~Table of Contents~~

Other net income:

for the ~~second~~first quarter of ~~2021~~2022 and ~~2020,~~2021, included the following:

(in millions)

2021

2020

Change

United Kingdom pension credit
   $ 1.6    $ 1.6    0.0
German pension charge
   (0.2 )    (0.3 )    0.1
Profit on disposal of assets
   0.2    0.0    0.2
Foreign exchange gain on translation
   2.9    (1.1 )    4.0
Foreign currency forward contracts losses
   (1.1 )    (0.1 )    (1.0 )






   $ 3.4    $ 0.1    $ 3.3


(in millions)	2022		2021		Change

Net pension credit	$	1.3	$	1.2		0.1
Foreign exchange gains on translation		2.2		0.5		1.7
Foreign currency forward contracts gains		0.8		1.3		(0.5	)

	$	4.3	$	3.0	$	1.3

Interest expense, net:

was ~~$0.3 million for the second quarter of 2021 compared to $0.5~~$0.4 million in the ~~second quarter~~first three months of ~~2020, driven by the repayment in full of our revolving credit facility~~2022 compared to $0.4 million in the ~~second half~~first three months of ~~2020.~~2021. Interest expense includes a commitment fee to retain the Company’s revolving credit facility for the term of the agreement.

Table of Contents

Income taxes:

the effective tax rate was ~~44.1%~~24.3% and ~~26.2%~~24.0% in the ~~second~~first quarter of ~~2021~~2022 and ~~2020,~~2021, respectively. The adjusted effective tax rate, once adjusted for the items set out in the following table, was ~~24.2%~~24.3% in ~~2021~~2022 compared with ~~23.6%~~23.2% in ~~2020.~~2021. The ~~0.6% percentage point~~1.1% increase in the adjusted effective rate was primarily due to the fact that a higher proportion of the Company’s profits are being generated in higher tax jurisdictions. The Company believes that this adjusted effective tax rate, a

non-GAAP

financial measure, provides useful information to investors and may assist them in evaluating the Company’s underlying performance and identifying operating trends. In addition, management uses this

non-GAAP

financial measure internally to evaluate the performance of the Company’s operations and for planning and forecasting in subsequent periods.

The following table shows a reconciliation of the GAAP effective tax ~~charge~~rate to the adjusted effective tax ~~charge:~~rate:


	Three Months Ended June 30						Three Months Ended March 31
(in millions)	2021			2020			2022			2021
Income before income taxes	$	40.1		$	(53.8	)	$	48.2		$	30.8
Indemnification asset regarding tax audit		(0.1	)		(0.5	)		—			0.1
Adjustment for stock compensation		1.2			(1.4	)		1.7			1.4
Legacy costs of closed operations		0.9			0.0
Restructuring charge		0.0			21.1
Impairment of acquired intangible assets		0.0			19.8
Acquisition costs								—			0.8
Legacy cost of closed operations								1.1			0.9

Adjusted income before income taxes	$	42.1		$	(14.8	)	$	51.0		$	34.0

Income taxes	$	17.7		$	(14.1	)	$	11.7		$	7.4
Tax on stock compensation		0.2			0.1			0.5			0.1
Adjustment of income tax provision		(0.3	)		1.2			—			—
Tax on acquisition costs								—			0.2
Tax on legacy cost of closed operations		0.2			0.0			0.2			0.2
Tax on restructuring charge		0.0			4.3
Tax on impairment of acquired intangible assets		0.0			4.6
Tax on foreign exchange on distribution		(0.2	)		0.4
Change in UK statutory tax rate		(7.4	)		0.0

Adjusted income taxes	$	10.2		$	(3.5	)	$	12.4		$	7.9

GAAP effective tax rate		44.1	%		26.2	%		24.3	%		24.0	%
Adjusted effective tax rate		24.2	%		23.6	%		24.3	%		23.2	%

~~Table of Contents~~

In March 2021 it was announced that the UK rate of corporation tax would increase from 19% to 25% from April 1, 2023. The legislation accompanying this announcement was enacted on June 10, 2021. As this legislation was enacted in the three months ended June 30, 2021, the effect of this change was recognized in our financial results for this period. This has resulted in a charge of $7.4 million in the three months ended June 30, 2021, reflecting the impact of the increase in the UK corporation tax rate on our UK deferred tax balances.

~~Table of Contents~~

~~Six Months Ended , June 30 2021~~

~~The following table shows the change in components of operating income by reporting segment for the six months ended June 30, 2021 and the six months ended June 30, 2020:~~

Six Months Ended
June 30

(in millions, except ratios)

2021

2020

Change

Net sales:

Fuel Specialties
   $ 282.4    $ 254.4    $ 28.0    +11 %
Performance Chemicals
   254.1    208.8    45.3    +22 %
Oilfield Services
   157.6    154.0    3.6    +2 %







   $ 694.1    $ 617.2    $ 76.9    +12 %







Gross profit:

Fuel Specialties
   $ 95.0    $ 76.6    $ 18.4    +24 %
Performance Chemicals
   63.0    52.5    10.5    +20 %
Oilfield Services
   51.1    46.1    5.0    +11 %
Octane Additives
   0.0    (2.2 )    2.2    -100 %







   $ 209.1    $ 173.0    $ 36.1    +21 %







Gross margin (%):

Fuel Specialties


33.6



30.1



+3.5


Performance Chemicals


24.8



25.1



-0.3


Oilfield Services


32.4



29.9



+2.5


Aggregate


30.1



28.0



+2.1


Operating expenses:

Fuel Specialties
   $ (42.7 )    $ (39.8 )    $ (2.9 )    +7 %
Performance Chemicals
   (26.8 )    (24.7 )    (2.1 )    +9 %
Oilfield Services
   (47.7 )    (51.3 )    3.6    -7 %
Octane Additives
   0.0    (0.6 )    0.6    -100 %
Corporate costs
   (26.7 )    (28.2 )    1.5    -5 %
Restructuring charge
   0.0    (21.1 )    21.1    -100 %
Impairment of intangible assets
   0.0    (19.8 )    19.8    -100 %







   $ (143.9 )    $ (185.5 )    $ 41.6    -22 %

~~Table of Contents~~

~~Fuel Specialties~~

~~Net sales:~~

~~the table below details the components which comprise the year over year change in net sales spread across the markets in which we operate:~~

Six Months Ended June 30, 2021

Change (%)

Americas

EMEA

ASPAC

AvGas

Total

Volume
   +14    +4    +11    -38    +5
Price and product mix
   -4    -3    -3    +46    0
Exchange rates
   0    +12    +2    0    +6










   +10    +13    +10    +8    +11

~~Volumes in all our regions have increased year over year, as the global demand for refined fuel products is returning to~~

~~pre-pandemic~~

levels. Price and product mix was adverse in all our regions due to higher sales of lower margin products. AvGas volumes were lower than the prior year due to variations in the demand from customers, being offset by a favorable price and product mix with a higher proportion of sales to higher margin customers. EMEA and ASPAC benefitted from favorable exchange rate movements year over year, due to a strengthening of the British pound sterling and the European Union euro against the U.S. dollar.

~~Gross margin~~

~~: the year over year increase of 3.5 percentage points was driven by a favorable sales mix in comparison to the prior year which was adversely impacted by the pandemic.~~

~~Operating expenses:~~

~~the year over year increase of $2.9 million was primarily due to higher personnel-related expenses, together with an increase in the allowance for doubtful debts.~~

~~Performance Chemicals~~

~~Net sales:~~

~~the table below details the components which comprise the year over year change in net sales spread across the markets in which we operate:~~

~~Six Months Ended June 30, 2021~~

~~Change (%)~~

~~Americas~~

~~EMEA~~

~~ASPAC~~

~~Total~~

~~Volume~~

~~+32~~

~~+13~~

~~Price and product mix~~

-8

~~Exchange rates~~

~~+39~~

~~+16~~

-1

~~+22~~

Higher volumes in all our regions was driven by increased demand for our Personal Care products, together with the recovery of demand in some of our other markets which have been adversely impacted by the pandemic. The Americas and EMEA benefitted from a favorable price and product mix due to increased sales of higher priced products. ASPAC suffered an adverse price and product mix due to increased sales of lower priced products. EMEA and ASPAC benefitted from favorable exchange rate movements year over year, due to a strengthening of the British pound sterling and the European Union euro against the U.S. dollar.

~~Gross margin:~~

~~the year over year decrease of 0.3 percentage points was primarily due to sales mix.~~

~~Operating expenses:~~

~~the year over year increase of $2.1 million was due to higher personnel-related expenses and increased spending on research and development.~~

~~Table of Contents~~

~~Oilfield Services~~

~~Net sales:~~

have increased year over year by $3.6 million, or 2 percent. Customer demand has grown during 2021 as the pandemic recovery gathered pace. We expect the growth in customer demand will continue into the third quarter.

~~Gross margin:~~

the year over year increase of 2.5 percentage points was primarily due to a favorable sales mix compared to a prior year comparative which was adversely impacted by the pandemic, together with the benefit of management cost control initiatives being realized.

~~Operating expenses:~~

~~the year over year decrease of $3.6 million was driven by the~~

~~right-sizing~~

~~of the operations to adjust for the reduction in demand caused by the pandemic, together with lower amortization for acquired intangible assets.~~

~~Octane Additives~~

~~In the first six months of 2020, there was a gross loss of $2.2 million, together with operating expenses of $0.6 million.~~

~~Other Income Statement Captions~~

~~Corporate costs:~~

~~the year over year decrease of $1.5 million was driven by lower personnel-related expenses.~~

~~Table of Contents~~

~~Other net income:~~

~~for the first six months of 2021 and 2020, included the following:~~

(in millions)

2021

2020

Change

United Kingdom pension credit
   $ 3.1    $ 3.3    (0.2 )
German pension charge
   (0.5 )    (0.5 )    0.0
Profit on disposal of assets
   0.2    0.0    0.2
Foreign exchange gain on translation
   3.4    (0.6 )    4.0
Foreign currency forward contracts gain
   0.2    1.8    (1.6 )






   $ 6.4    $ 4.0    $ 2.4

~~Interest expense, net:~~

was $0.7 million for the first six months of 2021 compared to $1.1 million in the first six months of 2020, driven by the repayment in full of our revolving credit facility in the second half of 2020. Interest expense includes a commitment fee to retain the Company’s revolving credit facility for the term of the agreement.

~~Income taxes:~~

the effective tax rate was 35.4% and 31.3% in the first six months of 2021 and 2020, respectively. The adjusted effective tax rate, once adjusted for the items set out in the following table, was 23.8% in the first six months of 2021 compared with 25.8% in the first six months of 2020. The 2.0% percentage point decrease in the adjusted effective rate was primarily due to the fact that a lower proportion of the Company’s profits are being generated in higher tax jurisdictions. The Company believes that this adjusted effective tax rate, a

~~non-GAAP~~

~~financial measure, provides useful information to investors and may assist them in evaluating the Company’s underlying performance and identifying operating trends. In addition, management uses this~~

~~non-GAAP~~

~~financial measure internally to evaluate the performance of the Company’s operations and for planning and forecasting in subsequent periods.~~

~~The following table shows a reconciliation of the GAAP effective tax charge to the adjusted effective tax charge:~~

Six Months Ended

June 30

(in millions)

2021

2020

Income before income taxes
   $ 70.9 $ (9.6 )
Indemnification asset regarding tax audit
   0.0 (0.3 )
Adjustment for stock compensation
   2.6 0.0
Acquisition costs
   0.8 0.0
Legacy cost of closed operations
   1.8 0.0
Restructuring charge
   0.0 21.1
Impairment of acquired intangible assets
   0.0 19.8


Adjusted income before income taxes
   $ 76.1 $ 31.0


Income taxes
   $ 25.1 $ (3.0 )
Tax on stock compensation
   0.3 0.5
Adjustment of income tax provision
   (0.3 ) 1.2
Tax on acquisition costs
   0.2 0.0
Tax on legacy cost of closed operations
   0.4 0.0
Tax on restructuring charge
   0.0 4.3
Tax on impairment of acquired intangible assets
   0.0 4.6
Tax on foreign exchange on distribution
   (0.2 ) 0.4
Change in UK statutory tax rate
   (7.4 ) 0.0


Adjusted income taxes
   $ 18.1 $ 8.0


GAAP effective tax rate
   35.4 % 31.3 %
Adjusted effective tax rate
   23.8 % 25.8 %

~~Table of Contents~~

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LIQUIDITY AND FINANCIAL CONDITION

Working Capital

In the first ~~six~~three months of ~~2021~~2022 our working capital increased by ~~$38.3~~$34.8 million, while our adjusted working capital increased by ~~$50.1~~$79.9 million. The difference is primarily due to the exclusion of the ~~increase~~decrease in our cash and cash ~~equivalents.~~equivalents and the changes to prepaid and accrued income taxes.

The Company believes that adjusted working capital, a

non-GAAP

financial measure, (defined by the Company as trade and other accounts receivable, inventories, prepaid expenses, accounts payable and accrued liabilities rather than total current assets less total current liabilities) provides useful information to investors in evaluating the Company’s underlying performance and identifying operating trends. Management uses this

non-GAAP

financial measure internally to allocate resources and evaluate the performance of the Company’s operations. Items excluded from working capital in the adjusted working capital calculation are listed in the table below and represent factors which do not fluctuate in line with the day to day working capital needs of the business.


(in millions)	June 30, 2021			December 31, 2020			March 31, 2022			December 31, 2021
Total current assets	$	643.1		$	566.2		$	778.6		$	728.1
Total current liabilities		(291.0	)		(252.4	)		(352.3	)		(336.6	)

Working capital		352.1			313.8			426.3			391.5
Less cash and cash equivalents		(94.4	)		(105.3	)		(105.6	)		(141.8	)
Less prepaid income taxes		(3.5	)		(4.2	)		(9.5	)		(5.8	)
Less other current assets		(1.5	)		(0.4	)		(0.4	)		(0.4	)
Add back current portion of accrued income taxes		6.3			5.5			13.7			3.7
Add back current portion of finance leases		0.2			0.5			—			0.1
Add back current portion of plant closure provisions		6.6			6.6			6.2			5.2
Add back current portion of operating lease liabilities		12.1			11.3			14.1			12.4

Adjusted working capital	$	277.9		$	227.8		$	344.8		$	264.9

We had a ~~$60.2~~$53.2 million increase in trade and other accounts receivable driven by ~~the recovery of sales in~~increased trading activity across all our ~~segments due to the easing of the pandemic restrictions.~~reporting segments. Days’ sales outstanding ~~in our Fuel Specialties segment has increased from 52 days to 55 days; increased~~decreased in our Performance Chemicals segment from 6064 days to 6463 days; increased from 53 days to 59 days in our Fuel Specialties segment; and increased from 6452 days to 7857 days in our Oilfield Services segment.

We had a ~~$30.5~~$30.6 million increase in inventories, ~~as we manage inventory levels~~net of a $1.1 million increase in allowances, in anticipation of further increases in demand in 2022, while managing the ~~continued recovery in demand.~~risk of further supply chain disruption for certain key raw materials. Days’ sales in inventory ~~in our Fuel Specialties segment increased from 116 days to 131 days; increased~~decreased in our Performance Chemicals segment from 5859 days to 6256 days; increased from 108 days to 121 days in our Fuel Specialties segment; and decreased from 9576 days to 7665 days in our Oilfield Services segment.

Prepaid expenses decreased ~~$3.3~~$0.8 million, from ~~$14.9~~$18.0 million to ~~$11.6~~$17.2 million due to the normal expensing of prepaid ~~costs.~~invoices.

We had a ~~$37.3~~$3.1 million increase in accounts payable and accrued liabilities, ~~primarily due to higher production activity resulting from~~which was dependent on the ~~recovery~~timing of ~~customer demand.~~payments for each of our reporting segments. Creditor days (including goods received not invoiced) ~~in our Fuel Specialties segment increased from 34 days to 48 days;~~ increased in our Performance Chemicals segment from 47 days to 51 days; decreased from 50 days to 43 days in our Fuel Specialties segment; and increased from 48 days to ~~49 days; and decreased from 53 days to 52~~54 days in our Oilfield Services segment.

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Table of Contents

Operating Cash Flows

We ~~generated~~used cash ~~from~~for operating activities of ~~$21.6~~$29.0 million in the first ~~six~~three months of ~~2021~~2022 compared to cash inflows of ~~$32.2~~$22.7 million in the first ~~six~~three months of ~~2020.~~2021. The ~~year over year decrease~~reduction in ~~the~~ cash generated from ~~our~~ operating activities was ~~primarily~~principally related to ~~increases~~the increase in ~~our~~ working ~~capital. As~~capital required to support the ~~pandemic recovery has accelerated during the second quarter, the increased demand led to higher accounts receivable together with higher inventory levels~~growth in ~~anticipation of what we believe will be strong customer demand in the third quarter.~~sales.

Cash

At ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, we had cash and cash equivalents of ~~$94.4~~$105.6 million and ~~$105.3~~$141.8 million, respectively, of which ~~$32.0~~$32.7 million and ~~$52.5~~$55.1 million, respectively, were held by

non-U.S.

subsidiaries principally in the United Kingdom.

The ~~$10.9 million~~ decrease in cash and cash equivalents ~~for~~in the first ~~six~~three months of ~~2021, is primarily due to the increases in~~2022 of $36.2 million was driven by our increased working capital ~~as customer demand has been recovering from~~levels to support the ~~pandemic decline,~~growth in sales, together with our continued ~~investment~~investments in capital ~~projects and the payment of our semi-annual dividend of $14.0 million.~~projects.

Debt

At ~~June 30,~~March 31, 2022, we had no debt outstanding under the revolving credit facility and $0.0 million of obligations under finance leases.

At December 31, 2021, we had no debt outstanding under the revolving credit facility and ~~$0.2 million of obligations under finance leases relating to certain fixed assets within our Fuel Specialties and Oilfield Services segments.~~

~~At December 31, 2020, we had no debt outstanding under the revolving credit facility and $0.6~~$0.1 million of obligations under finance leases relating to certain fixed assets within our Fuel Specialties and Oilfield Services segments.

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Table of Contents

Item 3 Quantitative and Qualitative Disclosures about Market Risk

The Company uses floating rate debt to finance its global operations. The Company is subject to business risks inherent in

non-U.S.

activities, including political and economic uncertainty, import and export limitations, and market risk related to changes in interest rates and foreign currency exchange rates. The political and economic risks are mitigated by the stability of the major countries in which the Company’s largest operations are located. Credit limits, ongoing credit evaluation and account monitoring procedures are used to minimize bad debt risk. Collateral is not generally required.

From time to time, the Company uses derivatives, including interest rate swaps, commodity swaps and foreign currency forward exchange contracts, in the normal course of business to manage market risks. The derivatives used in hedging activities are considered risk management tools and are not used for trading purposes. In addition, the Company enters into derivative instruments with a diversified group of major financial institutions in order to manage the exposure to

non-performance

of such instruments. The Company’s objective in managing the exposure to changes in interest rates is to limit the impact of such changes on earnings and cash flows and to lower overall borrowing costs. The Company’s objective in managing the exposure to changes in foreign currency exchange rates is to reduce volatility on earnings and cash flows associated with such changes.

The Company offers fixed prices for some long-term sales contracts. As manufacturing and raw material costs are subject to variability the Company, from time to time, uses commodity swaps to hedge the cost of some raw materials thus reducing volatility on earnings and cash flows. The derivatives are considered risk management tools and are not used for trading purposes. The Company’s objective is to manage its exposure to fluctuating costs of raw materials.

The Company’s exposure to market risk has been discussed in the Company’s ~~2020~~2021 Annual Report on Form

10-K

and there have been no significant changes since that time.

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Table of Contents

Item 4 Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on an evaluation carried out as of the end of the period covered by this report, under the supervision and with the participation of our management, our Chief Executive Officer and our Chief Financial Officer concluded that the Company’s “disclosure controls and procedures” (as defined in Rules

13a-15(e)

and

15d-15(e)

of the Securities Exchange Act of 1934) were effective as of ~~June 30, 2021.~~March 31, 2022, to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

The Company is continuously seeking to improve the efficiency and effectiveness of its operations and of its internal control over financial reporting. This is intended to result in refinements to processes throughout the Company.

There were no changes to our internal control over financial reporting which were identified in connection with the evaluation required by paragraph (d) of Rules

13a-15

and

15d-15

under the Securities Exchange Act of 1934, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Table of Contents

PART II OTHER INFORMATION

Item 1 Legal Proceedings

Legal matters

While we are involved from time to time in claims and legal proceedings that result from, and are incidental to, the conduct of our business including business and commercial litigation, employee and product liability claims, there are no material pending legal proceedings to which the Company or any 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 aggregate, have a material adverse effect on results of operations for a particular year or quarter.

Item 1A Risk Factors

Information regarding risk factors that could have a material impact on our results of operations or financial condition are described under “Risk Factors” in Item 1A of Part I of our ~~2020~~2021 Form

10-K.

In management’s view, there have been no material changes in the risk factors facing the Company since that ~~time.~~time other than as follows:

Russian military invasion of the sovereign state of Ukraine.

On February 24, 2022, Russia launched an invasion into Ukraine which has the potential to affect our ability to obtain and import certain raw materials used to manufacture our products and our ability to export and sell our products in these countries. The ongoing conflict, and sanctions imposed upon Russia and Belarus, may impact on the Company’s sales, cost of procuring raw materials or distribution costs in future periods. The wider implications of the conflict may drive up the cost of energy and utilities used to operate our manufacturing plants, particularly in Europe. The fluidity and continuation of the conflict may result in additional economic sanctions and other impacts which could have a negative impact on the Company’s financial condition, results of operations and cash flows. These include decreased sales; supply chain and logistics disruptions; volatility in foreign exchange rates and interest rates; inflationary pressures on raw materials and energy; and heightened cybersecurity threats.

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

There have been no unregistered sales of equity securities.

~~During the quarter ended June 30, 2021 the Company made no open market repurchases of its common stock.~~

During the quarter ended ~~June 30, 2021,~~March 31, 2022, the Company purchased its common stock as part of a recently announced share repurchase program and in connection with the exercising of stock options by employees.

The following table provides information about our repurchases of equity securities in the period.

Issuer Purchases of Equity Securities


Period	Total number of shares purchased		Average price paid per share		Total number of shares purchased		Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs 1		Approximate dollar value of shares that may yet be purchased under the plans or programs
May 1, 2021 through May 31, 2021		1,247	$	101.3
February 1, 2022 through February 28, 2022						237	$	96.73		0	$	50.0 million

March 1, 2022 through March 31, 2022						10,000	$	93.18		10,000	$	49.1 million

Total		1,247	$	101.3		10,237	$	93.27		10,000	$	49.1 million

1	On February 15, 2022 the Company announced a repurchase plan for up to $50 million of the Company’s common stock over a three-year period commencing on February 16, 2022.

Table of Contents

Item 3 Defaults Upon Senior Securities

None.

Item 4 Mine Safety Disclosures

Not applicable.

~~Item 5 Other~~

Item 5 Other Information

None.

~~Table of Contents~~

Item 6 Exhibits


31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		XBRL Instance Document and Related Item - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

104		Cover Page Interactive Data File – The cover page XBRL tags are embedded within the inline XBRL document.

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Table of Contents

SIGNATURES

Pursuant to the requirements 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.


		INNOSPEC INC.
		Registrant

Date: ~~August~~May 4, ~~2021~~2022	By	/s/ PATRICK S. WILLIAMS
		Patrick S. Williams
		President and Chief Executive Officer

Date: ~~August~~May 4, ~~2021~~2022	By	/s/ IAN P. CLEMINSON
		Ian P. Cleminson
		Executive Vice President and Chief Financial Officer


(in millions) Details about AOCL Components		Amount Reclassified from AOCL			Affected Line Item in the Statement where Net Income is Presented		Amount Reclassified from AOCL		Affected Line Item in the Statement where Net Income is Presented
Defined benefit pension plan items:
Amortization of prior service cost		$	0.1		See (1) below		$	0.1	See (1) below
Amortization of actuarial net losses			1.3		See (1) below			0.1	See (1) below

			1.4		Total before tax			0.2	Total before tax
			(0.1	)	Income tax expense			0	Income tax expense

Total reclassifications		$	1.3		Net of tax		$	0.2	Net of tax


(1) These items are included in other income and expense. See Note 6 of the Notes to the Condensed Consolidated Financial Statements for additional information.	(1) These items are included in other income and expense. See Note 6 of the Notes to the Condensed Consolidated Financial Statements for additional information.					(1) These items are included in other income and expense. See Note 6 of the Notes to the Condensed Consolidated Financial Statements for additional information.


(in millions) Details about AOCL Components	Amount Reclassified from AOCL			Affected Line Item in the Statement where Net Income is Presented
Defined benefit pension plan items:
Amortization of prior service credit	$	(0.4	)	See (1) below
Amortization of actuarial net losses		0.8		See (1) below

		0.4		Total before tax
		0.0		Income tax expense

Total reclassifications	$	0.4		Net of tax


(in millions) Details about AOCL Components	Amount Reclassified from AOCL			Affected Line Item in the Statement where Net Income is Presented
Defined benefit pension plan items:
Amortization of prior service cost	$	0.1			See (1) below
Amortization of actuarial net losses		0.7			See (1) below

		0.8			Total before tax
		(0.1	)		Income tax expense

Total reclassifications	$	0.7			Net of tax


(1) These items are included in other income and expense. See Note 6 of the Notes to the Condensed Consolidated Financial Statements for additional information.


	Three Months Ended June 30						Six Months Ended June 30
(in millions)	2021			2020			2021			2020
Net Sales:
Refinery and Performance	$	94.8		$	74.9		$	194.1			183.5
Other		48.3			32.5			88.3			70.9

Fuel Specialties		143.1			107.4			282.4			254.4

Personal Care		73.8			49.8			142.0			112.8
Home Care		21.3			21.3			44.3			42.9
Other		33.1			24.6			67.8			53.1

Performance Chemicals		128.2			95.7			254.1			208.8

Oilfield Services		83.2			41.8			157.6			154.0

	$	354.5		$	244.9		$	694.1			617.2

Gross profit/(loss):
Fuel Specialties	$	50.1		$	25.4		$	95.0			76.6
Performance Chemicals		31.6			24.9			63.0			52.5
Oilfield Services		26.6			9.9			51.1			46.1
Octane Additives		0.0			(1.1	)		0.0			(2.2	)

	$	108.3		$	59.1		$	209.1			173.0

Operating income/(loss):
Fuel Specialties	$	28.5		$	4.7		$	52.3			36.8
Performance Chemicals		17.9			12.2			36.2			27.8
Oilfield Services		2.2			(12.4	)		3.4			(5.2	)
Octane Additives		0.0			(1.6	)		0.0			(2.8	)
Corporate costs		(11.6	)		(15.4	)		(26.7	)		(28.2	)
Restructuring charge		0.0			(21.1	)		0.0			(21.1	)
Impairment of intangible assets		0.0			(19.8	)		0.0			(19.8	)

Total operating income	$	37.0		$	(53.4	)	$	65.2			(12.5	)


(in millions)	June 30 2021		December 31 2020
Product rights	$	4.4	$	6.3
Brand names		2.0		2.3
Technology		18.6		19.8
Customer relationships		39.4		44.2
Internally developed software		2.0		2.7

	$	66.4	$	75.3


	Number of Options			Weighted Average Exercise Price		Weighted Average Grant-Date Fair Value
Outstanding at December 31, 2020		442,893		$	32.49	$	45.31
Granted - at discount		81,596		$	0.00	$	92.37
- at market value		10,688		$	99.85	$	32.73
Exercised		(52,870	)	$	32.93	$	38.15
Forfeited		(17,806	)	$	17.98	$	65.96
Outstanding at June 30, 2021		464,501		$	28.75	$	53.57


	Number of SEUs			Weighted Average Exercise Price		Weighted Average Grant-Date Fair Value
Outstanding at December 31, 2020		390,164		$	4.35	$	63.96
Granted - at discount		91,451		$	0.00	$	92.01
- at market value		3,803		$	99.85	$	32.71
Exercised		(29,573	)	$	16.67	$	43.05
Forfeited		(21,940	)	$	2.76	$	67.01

Outstanding at June 30, 2021		433,905		$	3.51	$	70.87


(in millions)	Defined Benefit Pension Plan Items			Cumulative Translation Adjustments			Total
Balance at December 31, 2020	$	(15.9	)	$	(41.4	)	$	(57.3	)

Other comprehensive income before reclassifications		0.0			(7.5	)		(7.5	)
Amounts reclassified from AOCL		1.3			0.0			1.3

Total other comprehensive income		1.3			(7.5	)		(6.2	)

Balance at June 30, 2021	$	(14.6	)	$	(48.9	)	$	(63.5	)


(in millions)	Defined Benefit Pension Plan Items		Cumulative Translation Adjustments			Total
Balance at December 31, 2021	$	10.7	$	(57.6	)	$	(46.9	)

Other comprehensive income before reclassifications		0		(3.8	)		(3.8	)
Amounts reclassified from AOCL		0.2		0			0.2

Total other comprehensive income		0.2		(3.8	)		(3.6	)

Balance at March 31, 2022	$	10.9	$	(61.4	)	$	(50.5	)


(in millions)	Defined Benefit Pension Plan Items			Cumulative Translation Adjustments			Total			Defined Benefit Pension Plan Items			Cumulative Translation Adjustments			Total
Balance at December 31, 2019	$	(9.3	)	$	(65.1	)	$	(74.4	)
Balance at December 31, 2020										$	(19.9	)	$	(37.4	)	$	(57.3	)

Other comprehensive income before reclassifications		0.0			(2.4	)		(2.4	)		0			(11.3	)		(11.3	)
Amounts reclassified from AOCL		0.4			0.0			0.4			0.7			0			0.7

Total other comprehensive income		0.4			(2.4	)		(2.0	)		0.7			(11.3	)		(10.6	)

Balance at June30, 2020	$	(8.9	)	$	(67.5	)	$	(76.4	)
Balance at March 31, 2021										$	(19.2	)	$	(48.7	)	$	(67.9	)


		Three Months Ended June 30											Three Months Ended March 31
(in millions, except ratios)		2021			2020			Change					2022			2021			Change
Net sales:
Performance Chemicals													$	167.1		$	125.9		$	41.2		33	%
Fuel Specialties		$	143.1		$	107.4		$	35.7		+33	%		191.8			139.3			52.5		38	%
Performance Chemicals			128.2			95.7			32.5		+34	%
Oilfield Services			83.2			41.8			41.4		+99	%		113.5			74.4			39.1		53	%

		$	354.5		$	244.9		$	109.6		+45	%	$	472.4		$	339.6		$	132.8		39	%

Gross profit:	Gross profit:
Performance Chemicals													$	40.8		$	31.4		$	9.4		30	%
Fuel Specialties		$	50.1		$	25.4		$	24.7		+97	%		60.7			44.9			15.8		35	%
Performance Chemicals			31.6			24.9			6.7		+27	%
Oilfield Services			26.6			9.9			16.7		+169	%		37.8			24.5			13.3		54	%
Octane Additives			0.0			(1.1	)		1.1		-100	%

		$	108.3		$	59.1		$	49.2		+83	%	$	139.3		$	100.8		$	38.5		38	%

Gross margin (%):	Gross margin (%):
Performance Chemicals														24.4			24.9			-0.5
Fuel Specialties			35.0			23.6			+11.4					31.6			32.2			-0.6
Performance Chemicals			24.6			26.0			-1.4
Oilfield Services			32.0			23.7			+8.3					33.3			32.9			+0.4
Aggregate			30.6			24.1			+6.5					29.5			29.7			-0.2

Operating expenses:
Performance Chemicals													$	(15.5	)	$	(13.1	)	$	(2.4	)	18	%
Fuel Specialties		$	(21.6	)	$	(20.7	)	$	(0.9	)	+4	%		(25.2	)		(21.1	)		(4.1	)	19	%
Performance Chemicals			(13.7	)		(12.7	)		(1.0	)	+8	%
Oilfield Services			(24.4	)		(22.3	)		(2.1	)	+9	%		(35.3	)		(23.3	)		(12.0	)	52	%
Octane Additives			0.0			(0.5	)		0.5		-100	%
Corporate costs			(11.6	)		(15.4	)		3.8		-25	%		(19.0	)		(15.1	)		(3.9	)	26	%
Restructuring charge			0.0			(21.1	)		21.1		-100	%
Impairment of intangible assets			0.0			(19.8	)		19.8		-100	%

		$	(71.3	)	$	(112.5	)	$	41.2		-37	%	$	(95.0	)	$	(72.6	)	$	(22.4	)	31	%

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