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 ~~March 31,~~June 30, 2021

☐	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		98-0181725
(State or other jurisdiction of		~~(I.R.S. Employer~~
incorporation or ~~organization~~organization) )		(I.R.S. Employer Identification NoNo.) .)

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

Registrant’s telephone

~~num~~

~~ber~~

, 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 ~~April 30,~~July 28, 2021
Common Stock, par value $0.01		~~24,608,245~~

24,641,904

Table of Contents

TABLE OF CONTENTS


PART I	FINANCIAL INFORMATION	2

Item 1	Condensed Consolidated Financial ~~Statments~~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	89
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three and Six Months Ended ~~March 31,~~June 30, 2021	2023
	Critical Accounting Estimates	2023
	Results of Operations	2023
	Liquidity and Financial Condition	2634
Item 3	Quantitative and Qualitative Disclosures about Market Risk	2836
Item 4	Controls and Procedures	2937

PART II	OTHER INFORMATION	3038

Item 1	Legal Proceedings	3038
Item 1A	Risk Factors	3038
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	3038
Item 3	Defaults Upon Senior Securities	3038
Item 4	Mine Safety Disclosures	3038
Item 5	Other Information	3138
Item 6	Exhibits	3139

SIGNATURES		32

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,” ~~“plan,~~“plans,” ~~“intend”~~“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 and the manner in which the pandemic 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 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 March 31						Three Months Ended June 30						Six Months Ended June 30
(in millions, except share and per share data)	2021			2020			2021			2020			2021			2020
Net sales	$	339.6		$	372.3		$	354.5		$	244.9		$	694.1		$	617.2
Cost of goods sold		(238.8	)		(258.4	)		(246.2	)		(185.8	)		(485.0	)		(444.2	)

Gross profit		100.8			113.9			108.3			59.1			209.1			173.0
Operating expenses:
Selling, general and administrative		(63.6	)		(64.4	)		(62.7	)		(63.5	)		(126.3	)		(127.9	)
Research and development		(9.0	)		(8.6	)		(8.6	)		(8.1	)		(17.6	)		(16.7	)
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		(72.6	)		(73.0	)		(71.3	)		(112.5	)		(143.9	)		(185.5	)

Operating income		28.2			40.9
Operating income/(loss)								37.0			(53.4	)		65.2			(12.5	)
Other income, net		3.0			3.9			3.4			0.1			6.4			4.0
Interest expense, net		(0.4	)		(0.6	)		(0.3	)		(0.5	)		(0.7	)		(1.1	)

Income before income tax expense		30.8			44.2
Income tax expense		(7.4	)		(11.1	)
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

Net income	$	23.4		$	33.1
Net income/(loss)							$	22.4		$	(39.7	)	$	45.8		$	(6.6	)

Earnings per share:
Basic	$	0.95		$	1.35		$	0.91		$	(1.62	)	$	1.86		$	(0.27	)

Diluted	$	0.94		$	1.34		$	0.90		$	(1.62	)	$	1.84		$	(0.27	)

Weighted average shares outstanding (in thousands):
Basic		24,601			24,529			24,628			24,564			24,615			24,547

Diluted		24,840			24,742			24,869			24,564			24,856			24,547

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

March 31

(in millions)

2021

2020

Net income
   $ 23.4 $ 33.1

Other comprehensive income/(loss):

Changes in cumulative translation adjustment, net of tax of $1.0 million and $1.6 million, respectively
   (11.3 ) (7.9 )
Amortization of prior service cost/(credit), net of tax of $0.0 and $0.0 million, respectively
   0.1 (0.2 )
Amortization of actuarial net losses, net of tax of $(0.1) million and $0.0 million, respectively
   0.6 0.2

Total other comprehensive loss
   (10.6 ) (7.9 )

Total comprehensive income
   $ 12.8 $ 25.2


	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	)

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


(in millions, except share and per share data)	March 31, 2021		December 31, 2020		June 30, 2021		December 31, 2020
	(Unaudited)				(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	117.0	$	105.3	$	94.4	$	105.3
Trade and other accounts receivable (less allowances of $4.1 million and $4.5 million respectively)		247.9		221.4
Inventories (less allowances of $19.4 million and $19.4 million respectively):
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		158.5		156.3		174.0		156.3
Raw materials		64.6		63.7		76.5		63.7

Total inventories		223.1		220.0		250.5		220.0
Prepaid expenses		12.3		14.9		11.6		14.9
Prepaid income taxes		5.0		4.2		3.5		4.2
Other current assets		2.3		0.4		1.5		0.4

Total current assets		607.6		566.2		643.1		566.2
Net property, plant and equipment		209.9		210.8		214.1		210.8
Operating lease right-of-use assets		36.7		40.1		36.4		40.1
Goodwill		367.2		371.2		368.2		371.2
Other intangible assets		70.2		75.3		66.4		75.3
Deferred tax assets		7.4		7.6		7.4		7.6
Pension asset		119.6		118.0		121.2		118.0
Other non-current assets		7.5		8.2		5.0		8.2

Total assets	$	1,426.1	$	1,397.4	$	1,461.8	$	1,397.4

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

INNOSPEC INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS - (Continued)


(in millions, except share and per share data)	March 31, 2021			December 31, 2020			June 30, 2021			December 31, 2020
	(Unaudited)						(Unaudited)
Liabilities and Equity
Current liabilities:
Accounts payable	$	114.5		$	98.7		$	123.5		$	98.7
Accrued liabilities		131.8			129.8			142.3			129.8
Current portion of finance leases		0.4			0.5			0.2			0.5
Current portion of plant closure provisions		6.6			6.6			6.6			6.6
Current portion of accrued income taxes		8.8			5.5			6.3			5.5
Current portion of operating lease liabilities		12.2			11.3			12.1			11.3

Total current liabilities		274.3			252.4		��	291.0			252.4
Long-term debt		0.0			0.0
Finance leases, net of current portion		0.0			0.1			0.0			0.1
Operating lease liabilities, net of current portion		24.6			28.9			24.4			28.9
Plant closure provisions, net of current portion		51.3			51.9			51.0			51.9
Accrued income taxes, net of current portion		32.4			32.4			28.6			32.4
Unrecognized tax benefits		16.0			16.0			16.3			16.0
Deferred tax liabilities		46.5			46.9			54.4			46.9
Pension liabilities and post-employment benefits		19.5			20.5			19.5			20.5
Other non-current liabilities		2.4			3.4			2.4			3.4

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		337.8			336.1			339.5			336.1
Treasury stock (4,946,360 and 4,958,599 shares at cost, respectively)		(93.6	)		(93.3	)
Treasury stock (4,912,939 and 4,958,599 shares at cost, respectively)								(93.1	)		(93.3	)
Retained earnings		782.0			758.6			790.4			758.6
Accumulated other comprehensive loss		(67.9	)		(57.3	)		(63.5	)		(57.3	)

Total Innospec stockholders’ equity		958.6			944.4			973.6			944.4
Non-controlling interest		0.5			0.5			0.6			0.5

Total equity		959.1			944.9			974.2			944.9

Total liabilities and equity	$	1,426.1		$	1,397.4		$	1,461.8		$	1,397.4

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

INNOSPEC INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three Months Ended March 31						Six Months Ended June 30
(in millions)	2021			2020			2021			2020
Cash Flows from Operating Activities
Net income	$	23.4		$	33.1		$	45.8		$	(6.6	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		10.3			12.0			20.6			24.2
Impairment of intangible assets								0.0			19.8
Impairment of tangible assets								0.0			2.0
Deferred tax expense		0.1			0.7			7.8			(5.6	)
Non-cash movements on defined benefit pension plans		(0.8	)		(1.2	)		(1.6	)		(2.2	)
Stock option compensation		1.6			1.2			2.9			2.8
Changes in assets and liabilities, net of effects of acquired and divested companies:
Trade and other accounts receivable		(30.7	)		(7.9	)		(64.3	)		76.2
Inventories		(5.5	)		(5.0	)		(31.3	)		(2.1	)
Prepaid expenses		2.4			2.1			3.5			3.9
Accounts payable and accrued liabilities		20.2			(36.0	)		39.3			(79.6	)
Accrued income taxes		3.7			1.6			(1.7	)		(9.5	)
Plant closure provisions		(0.2	)		0.1			(0.6	)		8.5
Unrecognized tax benefits								0.3			(1.3	)
Other assets and liabilities		(1.8	)		1.7			0.9			1.7

Net cash provided by operating activities		22.7			2.4			21.6			32.2

Cash Flows from Investing Activities
Capital expenditures		(10.3	)		(7.8	)		(19.5	)		(14.6	)
Proceeds on disposal of property, plant and equipment								0.3			0.0

Net cash used in investing activities		(10.3	)		(7.8	)		(19.2	)		(14.6	)

Cash Flows from Financing Activities
Non-controlling interest		0.0			0.1			0.1			0.1
Proceeds from revolving credit facility								0.0			15.0
Repayments of revolving credit facility								0.0			(35.0	)
Repayments of finance leases		(0.2	)		(0.3	)		(0.3	)		(0.6	)
Dividend paid								(14.0	)		(12.8	)
Issue of treasury stock		0.5			0.7			1.7			0.8
Repurchase of common stock		(0.6	)		(2.1	)		(0.8	)		(2.1	)

Net cash used in financing activities		(0.3	)		(1.6	)		(13.3	)		(34.6	)
Effect of foreign currency exchange rate changes on cash		(0.4	)		(0.6	)		0.0			(0.5	)

Net change in cash and cash equivalents		11.7			(7.6	)		(10.9	)		(17.5	)
Cash and cash equivalents at beginning of period		105.3			75.7			105.3			75.7

Cash and cash equivalents at end of period	$	117.0		$	68.1		$	94.4		$	58.2

The accompanying notes are an integral part of these ~~unaudited~~un

udited interim condensed consolidated financial statements.

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		$	0.3	$	336.1	$	(93.3	)	$	758.6		$	(57.3	)	$	0.5	$	944.9
Net income									23.4							23.4										45.8								45.8
Dividend paid ($0.57 per share)																										(14.0	)							(14.0	)
Changes in cumulative translation adjustment, net of tax											(11.3	)				(11.3	)												(7.5	)				(7.5	)
Share of net income																																0.1		0.1
Treasury stock reissued				0.1		0.3										0.4					0.5		1.0											1.5
Treasury stock repurchased						(0.6	)									(0.6	)						(0.8	)										(0.8	)
Stock option compensation				1.6												1.6					2.9													2.9
Amortization of prior service cost, net of tax											0.1					0.1													0.1					0.1
Amortization of actuarial net losses, net of tax											0.6					0.6													1.2					1.2

Balance at March 31, 2021	$	0.3	$	337.8	$	(93.6	)	$	782.0	$	(67.9	)	$	0.5	$	959.1
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			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		$	0.3	$	330.4		$	(93.3	)	$	755.5		$	(74.4	)	$	0.4	$	918.9
Net income										33.1							33.1											(6.6	)							(6.6	)
Dividend paid ($0.52 per share)																												(12.8	)							(12.8	)
Changes in cumulative translation adjustment, net of tax												(7.9	)				(7.9	)													(2.4	)				(2.4	)
Share of net income															0.1		0.1																	0.1		0.1
Treasury stock reissued				(0.4	)		1.4										1.0					(0.2	)		1.6											1.4
Treasury stock repurchased							(2.1	)									(2.1	)							(2.1	)										(2.1	)
Stock option compensation				1.2													1.2					2.8														2.8
Amortization of prior service credit, net of tax												(0.2	)				(0.2	)													(0.4	)				(0.4	)
Amortization of actuarial net losses, net of tax												0.2					0.2														0.8					0.8

Balance at March 31, 2020	$	0.3	$	331.2		$	(94.0	)	$	788.6	$	(82.3	)	$	0.5	$	944.3
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

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

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 filed on February 17, 2021 (the “2020 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.

NOTE 2 – SEGMENT REPORTING

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

The 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 March 31						Three Months Ended June 30						Six Months Ended June 30
(in millions)	2021			2020			2021			2020			2021			2020
Net Sales:
Refinery and Performance	$	99.3		$	108.6		$	94.8		$	74.9		$	194.1			183.5
Other		40.0			38.4			48.3			32.5			88.3			70.9

Fuel Specialties		139.3			147.0			143.1			107.4			282.4			254.4

Personal Care		68.2			63.0			73.8			49.8			142.0			112.8
Home Care		23.0			21.6			21.3			21.3			44.3			42.9
Other		34.7			28.5			33.1			24.6			67.8			53.1

Performance Chemicals		125.9			113.1			128.2			95.7			254.1			208.8


Oilfield Services		74.4			112.2			83.2			41.8			157.6			154.0

	$	339.6		$	372.3		$	354.5		$	244.9		$	694.1			617.2

Gross profit/(loss):
Fuel Specialties	$	44.9		$	51.2		$	50.1		$	25.4		$	95.0			76.6
Performance Chemicals		31.4			27.6			31.6			24.9			63.0			52.5
Oilfield Services		24.5			36.2			26.6			9.9			51.1			46.1
Octane Additives		0.0			(1.1	)		0.0			(1.1	)		0.0			(2.2	)

	$	100.8		$	113.9		$	108.3		$	59.1		$	209.1			173.0

Operating income/(loss):
Fuel Specialties	$	23.8		$	32.1		$	28.5		$	4.7		$	52.3			36.8
Performance Chemicals		18.3			15.6			17.9			12.2			36.2			27.8
Oilfield Services		1.2			7.2			2.2			(12.4	)		3.4			(5.2	)
Octane Additives		0.0			(1.2	)		0.0			(1.6	)		0.0			(2.8	)
Corporate costs		(15.1	)		(12.8	)		(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	$	28.2		$	40.9		$	37.0		$	(53.4	)	$	65.2			(12.5	)

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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 March 31				Three Months Ended June 30					Six Months Ended June 30
	2021		2020		2021		2020			2021		2020
Numerator (in millions):
Net income available to common stockholders	$	23.4	$	33.1
Net income/(loss) available to common stockholders					$	22.4	$	(39.7	)	$	45.8	$	(6.6	)

Denominator (in thousands):
Weighted average common shares outstanding		24,601		24,529		24,628		24,564			24,615		24,547
Dilutive effect of stock options and awards		239		213		241		0			241		0

Denominator for diluted earnings per share		24,840		24,742		24,869		24,564			24,856		24,547

Net income per share, basic:	$	0.95	$	1.35
Net income/(loss) per share, basic:					$	0.91	$	(1.62	)	$	1.86	$	(0.27	)

Net income per share, diluted:	$	0.94	$	1.34
Net income/(loss) per share, diluted:					$	0.90	$	(1.62	)	$	1.84	$	(0.27	)

In the three and six months ended ~~March 31,~~June 30, 2021, the average number of anti-dilutive options excluded from the calculation of diluted earnings per share were ~~15,144~~19,836 and 14,649, respectively (three and six months ended ~~March 31,~~June 30, 2020 – ~~17,636)~~0 and 0, respectively).

NOTE 4 – GOODWILL

The following table summarizes the goodwill movements:


(in millions)	Gross Cost			Gross Cost
Opening balance at January 1	$	371.2
Opening balance at January 1, 2021				$	371.2
Exchange effect		(4.0	)		(3.0	)

Closing balance at March 31	$	367.2
Closing balance at June 30, 2021				$	368.2

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NOTE 5 – OTHER INTANGIBLE ASSETS

The following table summarizes the other intangible assets movements:


(in millions)	2021			2021
Gross cost at January 1	$	298.9		$	298.9
Exchange effec t		(2.0	)
Exchange effect					(1.5	)

Gross cost at March 31		296.9
Gross cost at June 30					297.4

Accumulated amortization at January 1		(223.6	)		(223.6	)

Amortization expense		(4.0	)		(8.0	)
Exchange effect		0.9			0.6

Accumulated amortization at March 31		(226.7	)
Accumulated amortization at June 30					(231.0	)

Net book amount at March 31	$	70.2
Net book amount at June 30				$	66.4

~~Table of Contents~~

The amortization expense for the ~~three~~six months ended ~~March 31,~~June 30, 2021 was ~~$4.0~~$8.0 million ~~(three~~(six months ended ~~March 31,~~June 30, 2020 – ~~$5.8~~$11.5 million).

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


(in millions)	March 31 2021		December 31 2020		June 30 2021		December 31 2020
Product rights	$	5.3	$	6.3	$	4.4	$	6.3
Brand names		2.2		2.3		2.0		2.3
Technology		19.2		19.8		18.6		19.8
Customer relationships		41.2		44.2		39.4		44.2
Internally developed software		2.3		2.7		2.0		2.7

	$	70.2	$	75.3	$	66.4	$	75.3

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NOTE 6 – PENSION AND POST EMPLOYMENT BENEFITS

The Company maintains a defined benefit pension plan ~~(the “Plan”)~~ covering ~~a number of its~~certain current and former employees in the United Kingdom ~~although it does also have other much smaller pension arrangements in the U.S. and overseas.~~(the “Plan”). The Plan is closed to future service accrual but has a large number of deferred and current pensioners.

The net service cost for the three and six months ended ~~March 31,~~June 30, 2021 was $0.4 million and $0.8 million, respectively (three and six months ended ~~March 31,~~June 30, 2020 – $0.3 ~~million)~~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 March 31						Three Months Ended June 30						Six Months Ended June 30
(in millions)	2021			2020			2021			2020			2021			2020
Plan net pension credit/(charge):
Interest cost on projected benefit obligation	$	(1.9	)	$	(2.8	)	$	(1.9	)	$	(2.7	)	$	(3.8	)	$	(5.5	)
Expected return on plan assets		3.9			4.5			3.9			4.3			7.8			8.8
Amortization of prior service (cost)/credit		(0.1	)		0.2			0.0			0.2			(0.1	)		0.4
Amortization of actuarial net losses		(0.4	)		(0.2	)		(0.4	)		(0.2	)		(0.8	)		(0.4	)

	$	1.5		$	1.7		$	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 ~~a number of its~~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 service cost for the German plan for the three and six months ended ~~March 31,~~June 30, 2021 was ~~$0.0~~$0.1 million and $0.1 million, respectively (three and six months ended ~~March 31,~~June 30, 2020 – ~~$0.0 million)~~$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 recognized within other income and expense:


		Three Months Ended March 31							Three Months Ended June 30						Six Months Ended June 30
(in millions)		2021				2020			2021			2020			2021			2020
Plan net pension charge:
Interest cost on projected benefit obligation		$	0.0			$	0.0		$	0.0		$	0.0		$	0.0		$	(0.1	)
Amortization of actuarial net losses			(0.3	)			(0.2	)		(0.2	)		(0.3	)		(0.5	)		(0.4	)

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

As at ~~March 31,~~June 30, 2021, our Performance Chemicals segment has obligations for post-employment benefits in its European businesses with a liability of ~~$5.1~~$4.8 million (December 31, 2020 – $5.3 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	$	13.6		$	2.4	$	16.0
Opening balance at January 1, 2021								$	13.6		$	2.4	$	16.0
Net change for tax positions of prior periods		(0.1	)		0.1		0.0		(0.1	)		0.4		0.3

Closing balance at March 31		13.5			2.5		16.0
Closing balance at June 30, 2021									13.5			2.8		16.3
Current		0.0			0.0		0.0		0.0			0.0		0.0

Non-current	$	13.5		$	2.5	$	16.0	$	13.5		$	2.8	$	16.3

All of the ~~$16.0~~$16.3 million of unrecognized tax benefits, interest and penalties would impact our effective tax rate if recognized.

~~As previously disclosed, a~~

~~non-U.S.~~

~~subsidiary,~~ Innospec Performance Chemicals Italia Srl, is subject to an ongoing tax audit in relation to the period 2011 to 2014

inclusive. The C

~~ompany~~Company has determined ~~additiona~~

lthat additional tax, interest and penalties totaling

~~$3.3~~ $3.4 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 ~~three~~six months to ~~March 31,~~June 30, 2021. 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.

~~As previously disclosed, in~~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. The Company has determined that additional tax, interest and penalties totaling ~~$12.5~~$12.7 million may arise in relation to this item. This includes an increase in interest accrued of ~~$0.1~~$0.3 million in the ~~three~~six months to ~~March 31,~~June 30, 2021.

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 years 2017 onwards under the statute of limitations. The Company’s subsidiaries in foreign tax jurisdictions are open to examination including Germany (2016 onwards), Switzerland (2016 onwards), Spain (2016 onwards), France (2018 onwards) and the United Kingdom (2018 onwards).

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NOTE 8 – LONG-TERM DEBT

As at ~~March 31,~~June 30, 2021, and December 31, 2020, the Company had repaid all of its borrowings under 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

million (December 31, 2020 - $1.3 ~~million~~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 closure costs ~~of Innospec’s manufacturing facilities~~ includes costs for decontamination and environmental remediation activities (“remediation”).

As a result, the principal site giving rise to remediation liabilities is the manufacturing site at Ellesmere Port in the United Kingdom. There are also provisions 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.

Movements in the provisions are summarized as follows:


(in millions)	2021			2021
Total at January 1	$	58.5		$	58.5
Charge for the period		1.0			1.9
Utilized in the period		(1.2	)		(2.5	)
Exchange effect		(0.4	)		(0.3	)

Total at March 31		57.9
Total at June 30					57.6
Due within one year		(6.6	)		(6.6	)

Due after one year	$	51.3		$	51.0

The charge for the ~~three~~six months ended ~~March 31,~~June 30, 2021 was ~~$1.0~~$1.9 million ~~(three~~(six months ended ~~March 31,~~June 30, 2020 – ~~$1.1~~$9.8 million).

The current ~~and prior~~ 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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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:


	March 31, 2021				December 31, 2020				June 30, 2021				December 31, 2020
(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	$	117.0	$	117.0	$	105.3	$	105.3	$	94.4	$	94.4	$	105.3	$	105.3
Derivatives (Level 1 measurement):
Other current and non-current assets:
Foreign currency forward exchange contracts		1.9		1.9		0.0		0.0		1.1		1.1		0.0		0.0

Liabilities
Non-derivatives:
Finance leases (including current portion)		0.4		0.4		0.6		0.6		0.2		0.2		0.6		0.6
Derivatives (Level 1 measurement):
Other current and non-current liabilities:
Foreign currency forward exchange contracts		0.0		0.0		0.5		0.5		0.0		0.0		0.5		0.5
Non-financial liabilities (Level 3 measurement):
Other current and non-current liabilities:
Stock equivalent units		20.8		20.8		17.2		17.2		17.8		17.8		17.2		17.2

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.

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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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 ~~March 31,~~June 30, 2021 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 ~~three~~six months of 2021 was a gain of ~~$1.3~~$0.2 million (first ~~three~~six months of 2020 – a gain of ~~$1.9~~$1.8 million).

NOTE 12 – ~~COMMITMENTS AND~~ 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 ~~March 31,~~June 30, 2021, such guarantees which are not recognized as liabilities in the condensed consolidated financial statements amounted to ~~$8.1~~$8.4 million (December 31, 2020 - $9.9 million). The remaining terms of the fixed maturity guarantees are up to

3 years, with some further guarantees having no fixed expiry date.

Under the terms of the guarantee arrangements, generally the Company would be required to perform should the affiliated company fail to 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 COMPENSATION PLANS

The Company grants stock options and stock equivalent units (“SEUs”) from time to time as a long-term performance incentive. In certain cases 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

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


	Number of Options			Weighted Average Exercise Price		Weighted Average Grant-Date Fair Value		Number of Options			Weighted Average Exercise Price		Weighted Average Grant-Date Fair Value
Outstanding at December 31, 2020		442,893		$	32.49	$	45.31		442,893		$	32.49	$	45.31
Granted - at discount		69,996		$	0.00	$	92.32		81,596		$	0.00	$	92.37
- at market value		10,388		$	99.85	$	32.71		10,688		$	99.85	$	32.73
Exercised		(18,493	)	$	27.24	$	37.03		(52,870	)	$	32.93	$	38.15
Forfeited		(1,307	)	$	50.54	$	32.61		(17,806	)	$	17.98	$	65.96

Outstanding at March 31, 2021		503,477		$	29.42	$	51.97

Outstanding at June 30, 2021									464,501		$	28.75	$	53.57

At ~~March 31,~~June 30, 2021, there were ~~115,847~~87,136 stock options that were exercisable, of which ~~77,979~~65,176 had performance conditions attached.

The stock option compensation cost for the first ~~three~~six months of 2021 was ~~$1.6~~$2.9 million (first ~~three~~six months of 2020 – ~~$1.2~~$2.8 million). The total intrinsic value of options exercised in the first ~~three~~six months of 2021 was ~~$0.6~~$1.7 million (first ~~three~~six months of 2020 – ~~$4.2~~$4.6 million).

The total compensation cost related to

non-vested

stock options not yet recognized at ~~March 31,~~June 30, 2021 was ~~$12.1~~$10.5 million and this cost is expected to be recognized over the weighted-average period of ~~2.22~~2.15 years.

Stock equivalent units

The following table summarizes the transactions of the Company’s SEUs for the ~~three~~six months ended ~~March 31,~~June 30, 2021:


	Number of SEUs			Weighted Average Exercise Price		Weighted Average Grant-Date Fair Value		Number of SEUs			Weighted Average Exercise Price		Weighted Average Grant-Date Fair Value
Outstanding at December 31, 2020		390,164		$	4.35	$	63.96		390,164		$	4.35	$	63.96
Granted - at discount		87,451		$	0.00	$	88.94		91,451		$	0.00	$	92.01
- at market value		3,803		$	99.85	$	32.71		3,803		$	99.85	$	32.71
Exercised		(6,275	)	$	1.36	$	42.82		(29,573	)	$	16.67	$	43.05
Forfeited		(12,400	)	$	0.00	$	67.33		(21,940	)	$	2.76	$	67.01

Outstanding at March 31, 2021		462,743		$	4.47	$	68.62
Outstanding at June 30, 2021									433,905		$	3.51	$	70.87

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At ~~March 31,~~June 30, 2021 there were ~~52,279~~32,132 SEUs that are exercisable, of which ~~40,464~~27,935 had performance conditions attached.

The charges for SEUs are spread over the life of the award subject to a revaluation to fair value each quarter. The revaluation may result in a charge or a credit to the income statement in the quarter dependent upon our share price and other performance criteria.

The SEU compensation for the first ~~three~~six months of 2021 was a ~~$4.4~~$2.9 million

charge

~~(first three~~ (first six months of 2020 – ~~$6.0~~$3.0 million credit). The total intrinsic value of SEUs exercised in the first ~~three~~six months of 2021 was ~~$0.3~~$1.3 million (first ~~three~~six months of 2020 – ~~$5.6~~$6.1 million).

The weighted-average remaining vesting period of

non-vested

SEUs is ~~2.26~~2.08 years.

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NOTE 14 – RECLASSIFICATIONS OUT OF ACCUMULATED OTHER COMPREHENSIVE LOSS

Reclassifications out of accumulated other comprehensive loss for the first ~~three~~six months of 2021 were:


(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 credit	$	0.1		See (1) below
Amortization of prior service cost						$	0.1		See (1) below
Amortization of actuarial net losses		0.7		See (1) below			1.3		See (1) below

		0.8		Total before tax			1.4		Total before tax
		(0.1	)	Income tax expense			(0.1	)	Income tax expense

Total reclassifications	$	0.7		Net of tax		$	1.3		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.

Changes in accumulated other comprehensive loss for the first six months of 2021, ne

of tax, were:


(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	)

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Reclassifications out of accumulated other comprehensive loss for the first ~~quarter~~six months of 2020 were:


(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 credit	$	(0.2	)	See (¹) below	$	(0.4	)	See (1) below
Amortization of actuarial net losses		0.2		See (¹) below		0.8		See (1) below

		0.0		Total before tax		0.4		Total before tax
		0.0		Income tax expense		0.0		Income tax expense

Total reclassifications	$	0.0		Net of tax	$	0.4		Net of tax

(1)	~~(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.

Changes in accumulated other comprehensive loss for the first ~~three~~six months of ~~2021, net~~2020, ne

of tax, were:

(in millions)

Defined

Benefit

Pension

Plan Items

Cumulative
Translation
Adjustments

Total

Balance at December 31, 202
0
   $ (15.9 )    $ (41.4 )    $ (57.3 )

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

Total other comprehensive income
   0.7    (11.3 )    (10.6 )

Balance at March 31, 2021
   $ (15.2 )    $ (52.7 )    $ (67.9 )

~~Changes in accumulated other comprehensive loss for the first three months of 2020, net of tax, were:~~


(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	)	$	(9.3	)	$	(65.1	)	$	(74.4	)

Other comprehensive income before reclassification s		0.0			(7.9	)		(7.9	)
Other comprehensive income before reclassifications											0.0			(2.4	)		(2.4	)
Amounts reclassified from AOCL		0.0			0.0			0.0			0.4			0.0			0.4

Total other comprehensive income		0.0			(7.9	)		(7.9	)		0.4			(2.4	)		(2.0	)

Balance at March 31, 2020	$	(9.3	)	$	(73.0	)	$	(82.3	)
Balance at June30, 2020										$	(8.9	)	$	(67.5	)	$	(76.4	)

1821

NOTE 15 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

~~As previously reported, in December 2019~~

The Company has reviewed recently issued accounting pronouncements and concluded that the following matters are relevant to the Company’s financial statements.

In March 2021, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”)

~~(ASU)~~ No. ~~2019-12, Simplifying~~2021-03,

~~the~~

Intangibles—Goodwill

and Other (Topic 350): Accounting Alternative for ~~Income Taxes (Topic 740). This removes certain exceptions to the general principles~~Evaluating Triggering Events. The amendments in ~~Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This~~this ASU isare effective on a prospective basis for fiscal years beginning after December 15, ~~2020,~~2019. Early adoption is permitted for both interim and ~~interim periods within those fiscal years. Adopting~~annual financial statements that have not yet been issued or made available for issuance. The optional election in this ASU, to evaluate goodwill impairment triggering events only as of the ~~new standard on January 1, 2021~~end of each reporting period, has not ~~impacted~~been adopted by the ~~Company’s prior period comparatives and will not have a material impact on the Company’s consolidated financial statements, including its accounting policies, processes and systems.~~Company.

NOTE 16 – RELATED PARTY TRANSACTIONS

Mr. Patrick S. Williams has been an executive director of the Company since April 2009 and has been a

non-executive

director of AdvanSix, a chemicals manufacturer, since February 2020. In the first ~~three~~six months of 2021 the Company purchased product from AdvanSix for ~~$0.0~~$0.1 million (first ~~three~~six months of 2020 – ~~$0.1~~$0.2 million). As at ~~March 31,~~June 30, 2021, the Company owed ~~$0.0~~$0.1 million to AdvanSix (December 31, 2020 – $0.0 million).

Mr. Robert I. Paller has been a

non-executive

director of the Company since November 1, 2009. The Company has retained and continues to retain Smith, Gambrell & Russell, LLP (“SGR”), a law firm with which Mr. Paller holds a position. In the first ~~three~~six months of 2021 the Company incurred fees from SGR of $0.1 million (first ~~three~~six months of 2020 – ~~$0.1~~$0.2 million). As at ~~March 31,~~June 30, 2021, the Company owed $0.0 million to SGR (December 31, 2020 – $0.1 million).

Mr. David F. Landless has been a

non-executive

director of the Company since January 1, 2016 and is a

non-executive

director of Ausurus Group Limited which owns European Metal Recycling Limited (“EMR”). The Company has sold scrap metal to EMR in the first ~~three~~six months of 2021 for a value of ~~$0.1~~$0.4 million (first ~~three~~six months of 2020 – ~~$0.1~~$0.0 million). A tendering process is operated periodically to select the best buyer for the sale of scrap metal by the Company. As at ~~March 31,~~June 30, 2021 EMR owed ~~$0.0~~$0.1 million for scrap metal purchased from the Company (December 31, 2020 – $0.0 million).

1922

Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Three and Six Months Ended ~~March 31,~~June 30, 2021

This discussion should be read in conjunction with our unaudited interim condensed consolidated financial statements and the notes thereto.

CRITICAL ACCOUNTING ESTIMATES

The policies and estimates that the Company considers the most critical in terms of complexity and subjectivity of assessment are those related to environmental liabilities, pensions, income taxes, goodwill, property, plant and equipment and other intangible assets (net of depreciation and amortization) and the impact of the

COVID-19

pandemic (“the pandemic”) and the current economic environment. These policies have been discussed in the Company’s 2020 Form

10-K.

RESULTS OF OPERATIONS

The Company reports its financial performance based on the following three reportable segments: Fuel Specialties, Performance Chemicals and Oilfield Services. Our previously reported Octane Additives segment ceased trading in the second quarter of 2020.

The following table provides operating income by reporting segment:


	Three Months Ended March 31						Three Months Ended June 30						Six Months Ended June 30
(in millions)	2021			2020			2021			2020			2021			2020
Net sales:
Fuel Specialties	$	139.3		$	147.0		$	143.1		$	107.4			282.4			254.4
Performance Chemicals		125.9			113.1			128.2			95.7			254.1			208.8
Oilfield Services		74.4			112.2			83.2			41.8			157.6			154.0

	$	339.6		$	372.3		$	354.5		$	244.9			694.1			617.2

Gross profit/(loss):
Fuel Specialties	$	44.9		$	51.2		$	50.1		$	25.4			95.0			76.6
Performance Chemicals		31.4			27.6			31.6			24.9			63.0			52.5
Oilfield Services		24.5			36.2			26.6			9.9			51.1			46.1
Octane Additives		0.0			(1.1	)		0.0			(1.1	)		0.0			(2.2	)

	$	100.8		$	113.9		$	108.3		$	59.1			209.1			173.0

Operating income/(loss):
Fuel Specialties	$	23.8		$	32.1		$	28.5		$	4.7			52.3			36.8
Performance Chemicals		18.3			15.6			17.9			12.2			36.2			27.8
Oilfield Services		1.2			7.2			2.2			(12.4	)		3.4			(5.2	)
Octane Additives		0.0			(1.2	)		0.0			(1.6	)		0.0			(2.8	)
Corporate costs		(15.1	)		(12.8	)		(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	$	28.2		$	40.9		$	37.0		$	(53.4	)		65.2			(12.5	)

Three Months Ended ~~March 31,~~June 30 , 2021

The following table shows the change in components of operating income by reporting segment for the three months ended ~~March 31,~~June 30, 2021 and the three months ended ~~March 31,~~June 30, 2020:


		Three Months Ended March 31												Three Months Ended June 30
(in millions, except ratios)		2021			2020			Change						2021			2020			Change
Net sales:
Fuel Specialties		$	139.3		$	147.0		$	(7.7	)	-5	%		$	143.1		$	107.4		$	35.7		+33	%
Performance Chemicals			125.9			113.1			12.8		+11	%			128.2			95.7			32.5		+34	%
Oilfield Services			74.4			112.2			(37.8	)	-34	%			83.2			41.8			41.4		+99	%

		$	339.6		$	372.3		$	(32.7	)	-9	%		$	354.5		$	244.9		$	109.6		+45	%

Gross profit:	Gross profit:												Gross profit:
Fuel Specialties		$	44.9		$	51.2		$	(6.3	)	-12	%		$	50.1		$	25.4		$	24.7		+97	%
Performance Chemicals			31.4			27.6			3.8		+14	%			31.6			24.9			6.7		+27	%
Oilfield Services			24.5			36.2			(11.7	)	-32	%			26.6			9.9			16.7		+169	%
Octane Additives			0.0			(1.1	)		1.1		-100	%			0.0			(1.1	)		1.1		-100	%

		$	100.8		$	113.9		$	(13.1	)	-12	%		$	108.3		$	59.1		$	49.2		+83	%

Gross margin (%):	Gross margin (%):												Gross margin (%):
Fuel Specialties			32.2			34.8			-2.6						35.0			23.6			+11.4
Performance Chemicals			24.9			24.4			+0.5						24.6			26.0			-1.4
Oilfield Services			32.9			32.3			+0.6						32.0			23.7			+8.3
Aggregate			29.7			30.6			-0.9						30.6			24.1			+6.5

Operating expenses:
Fuel Specialties		$	(21.1	)	$	(19.1	)	$	(2.0	)	+10	%		$	(21.6	)	$	(20.7	)	$	(0.9	)	+4	%
Performance Chemicals			(13.1	)		(12.0	)		(1.1	)	+9	%			(13.7	)		(12.7	)		(1.0	)	+8	%
Oilfield Services			(23.3	)		(29.0	)		5.7		-20	%			(24.4	)		(22.3	)		(2.1	)	+9	%
Octane Additives			0.0			(0.1	)		0.1		-100	%			0.0			(0.5	)		0.5		-100	%
Corporate costs			(15.1	)		(12.8	)		(2.3	)	+18	%			(11.6	)		(15.4	)		3.8		-25	%
Restructuring charge															0.0			(21.1	)		21.1		-100	%
Impairment of intangible assets															0.0			(19.8	)		19.8		-100	%

		$	(72.6	)	$	(73.0	)	$	0.4		-1	%		$	(71.3	)	$	(112.5	)	$	41.2		-37	%

2124

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 March 31, 2021

Three Months Ended June 30, 2021

Change (%)

Americas

EMEA

ASPAC

AvTel

Total

Americas

EMEA

ASPAC

AvGas

Total

Volume

-2

-3

-2

-64

-7

+39

+11

+28

-11

+20

Price and product mix

-4

-6

-2

+15

-3

+88

Exchange rates

+12

+13

-6

-2

-49

-5

+36

+25

+28

+77

+33

Volumes in all our regions have ~~declined~~increased year over year, as the global demand for refined fuel products ~~has not returned~~is returning to the

pre-pandemic

levels. ~~The impact of the US winter storm and the Suez Canal blockage have had a negative impact on the anticipated return to a more normal level of economic activity.~~ Price and product mix was slightly improved in ~~all our regions was~~EMEA, while the Americas and ASPAC were adverse due to higher sales of lower margin products. ~~AvTel~~AvGas volumes were lower than the prior year due to variations in the demand from customers, being ~~partly~~ offset by a favorable price and product ~~mix.~~mix with a higher proportion of sales to high 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 ~~decrease~~increase of ~~2.6~~11.4 percentage points was driven by ~~higher~~favourable pricing and sales ~~of lower margin products, and is~~mix when compared to ~~a strong quarter in~~ the prior ~~year.~~year, which was adversely impacted by the pandemic.

Operating expenses:

the year over year increase of ~~$2.0~~$0.9 million was ~~primarily~~ due to higher ~~share-based compensation accruals linked to the Innospec share price~~personnel-related expenses and an increase in the ~~quarter, compared to lower accruals in the prior year due to the share price decline in the first quarter of 2020.~~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 March 31, 2021

Change (%)

Americas

EMEA

ASPAC

Total

Volume
   +16    +5    -10    +7
Price and product mix
   +1    -3    -4    -2
Exchange rates
   0    +9    +4    +6








   +17    +11    -10    +11

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 ~~the Americas and EMEA were~~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. ~~Volumes were lower in ASPAC primarily due to lower demand for our Personal Care products.~~ The Americas and EMEA benefitted from a favorable price and product mix due to increased sales of higher priced products. ~~EMEA and~~ ASPAC suffered an adverse price and product mix due to increased sales of lower priced ~~products linked to lower raw material costs.~~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 1.4 percentage points was primarily due to a weaker sales mix and the timing of planned plant shutdowns.

2225

~~Gross margin:~~

~~the year over year increase of 0.5 percentage points was due to a richer sales mix and the timing of pricing movements for certain raw materials.~~

Operating expenses:

the year over year increase of ~~$1.1~~$1.0 million was ~~primarily~~ due to higher ~~share-based compensation accruals linked to the Innospec share price increase in the quarter, compared to lower accruals in the prior year due to the share price decline in the first quarter of 2020.~~personnel-related expenses and increased spending on research and development.

Oilfield Services

Net sales:

have ~~decreased~~increased year over year by ~~$37.8~~$41.4 million, or 3499 percent. Customer demand ~~has continued to grow~~grew sequentially quarter on quarter ~~despite~~as the ~~US winter storm event which impacted certain oilfield activities during a two week period~~pandemic recovery gathered pace. We expect the growth in ~~February 2021. The Company has continued to see a sequential improvement in the~~customer demand ~~for our products and services, which we expect to~~will continue into the ~~second~~third quarter.

Gross margin:

the year over year increase of ~~0.6~~8.3 percentage points was primarily due to a favorable sales mix ~~and~~compared to a prior year comparative which was adversely impacted by the pandemic, together with the benefit of management cost control ~~initiatives.~~initiatives being realized.

Operating expenses:

the year over year increase of $2.1 million was driven by our flexible customer service response to 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 expenses of $0.5 million.

Other Income Statement Captions

Corporate costs:

the year over year decrease of $3.8 million was driven by lower personnel-related expenses, including lower share-based compensation accruals linked to the Innospec share price decrease in the quarter.

Other net income:

for the second quarter of 2021 and 2020, 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

Interest expense, net:

was $0.3 million for the second quarter of 2021 compared to $0.5 million in the second quarter 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 44.1% and 26.2% in the second quarter of 2021 and 2020, respectively. The adjusted effective tax rate, once adjusted for the items set out in the following table, was 24.2% in 2021 compared with 23.6% in 2020. The 0.6% percentage point 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 to the adjusted effective tax charge:


	Three Months Ended June 30
(in millions)	2021			2020
Income before income taxes	$	40.1		$	(53.8	)
Indemnification asset regarding tax audit		(0.1	)		(0.5	)
Adjustment for stock compensation		1.2			(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

Adjusted income before income taxes	$	42.1		$	(14.8	)

Income taxes	$	17.7		$	(14.1	)
Tax on stock compensation		0.2			0.1
Adjustment of income tax provision		(0.3	)		1.2
Tax on legacy cost of closed operations		0.2			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	$	10.2		$	(3.5	)

GAAP effective tax rate		44.1	%		26.2	%
Adjusted effective tax rate		24.2	%		23.6	%

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.

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	%

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

+11

-38

Price and product mix

-4

-3

+46

Exchange rates

+12

+10

+13

+10

+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.

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 ~~$5.7~~$3.6 million was driven by the ~~continued~~

right-sizing

of the operations to adjust for the reduction in demand caused by the pandemic, ~~and~~together with lower amortization for acquired amortization. The decrease was partly offset by higher share-based compensation accruals linked to the Innospec share price increase in the quarter, compared to lower accruals in the prior year due to the share price decline in the first quarter of 2020.intangible assets.

Octane Additives

In the first ~~three~~six months of 2020, there was a gross loss of ~~$1.1~~$2.2 million, together with operating expenses of ~~$0.1~~$0.6 million.

Other Income Statement Captions

Corporate costs:

the year over year ~~increase~~decrease of ~~$2.3~~$1.5 million was driven by ~~higher share-based compensation accruals linked to the Innospec share price increase in the quarter, compared to~~ lower ~~accruals in the prior year due to the share price decline in the first quarter of 2020. There were also $0.8 million of acquisition related costs in the quarter, compared to none in the prior year.~~personnel-related expenses.

2331

Other net income:

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


(in millions)	2021			2020			Change			2021			2020			Change
United Kingdom pension credit	$	1.5		$	1.7			(0.2	)	$	3.1		$	3.3			(0.2	)
German pension charge		(0.3	)		(0.2	)		(0.1	)		(0.5	)		(0.5	)		0.0
Profit on disposal of assets											0.2			0.0			0.2
Foreign exchange gain on translation		0.5			0.5			0.0			3.4			(0.6	)		4.0
Foreign currency forward contracts gain		1.3			1.9			(0.6	)		0.2			1.8			(1.6	)

	$	3.0		$	3.9		$	(0.9	)	$	6.4		$	4.0		$	2.4

Interest expense, net:

was ~~$0.4~~$0.7 million for the first ~~quarter~~six months of 2021 compared to ~~$0.6~~$1.1 million in the first ~~quarter~~six months of 2020, driven by ~~lower average net debt as~~ the ~~business generated cash inflows.~~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 ~~which was repaid in 2020.~~for the term of the agreement.

Income taxes:

the effective tax rate was ~~24.0%~~35.4% and ~~25.1%~~31.3% in the first ~~quarter~~six months of 2021 and 2020, respectively. The adjusted effective tax rate, once adjusted for the items set out in the following table, was ~~23.2%~~23.8% in the first six months of 2021 compared with ~~25.1%~~25.8% in the first six months of 2020. The ~~1.9~~2.0% percentage ~~points~~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 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 ~~rate~~charge to the adjusted effective tax ~~rate:~~charge:


	Three Months Ended March 31						Six Months Ended June 30
(in millions)	2021			2020			2021			2020
Income before income taxes	$	30.8		$	44.2		$	70.9		$	(9.6	)
Indemnification asset regarding tax audit		0.1			0.2			0.0			(0.3	)
Adjustment for stock compensation		1.4			1.4			2.6			0.0
Acquisition costs		0.8			0.0			0.8			0.0
Legacy cost of closed operations		0.9			0.0			1.8			0.0
Restructuring charge								0.0			21.1
Impairment of acquired intangible assets								0.0			19.8

Adjusted income before income taxes	$	34.0		$	45.8		$	76.1		$	31.0

Income taxes	$	7.4		$	11.1		$	25.1		$	(3.0	)
Tax on stock compensation		0.1			0.4			0.3			0.5
Adjustment of income tax provision		0.0			0.0			(0.3	)		1.2
Tax on acquisition costs		0.2			0.0			0.2			0.0
Tax on legacy cost of closed operations		0.2			0.0			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	$	7.9		$	11.5		$	18.1		$	8.0

GAAP effective tax rate		24.0	%		25.1	%		35.4	%		31.3	%
Adjusted effective tax rate		23.2	%		25.1	%		23.8	%		25.8	%

2432

~~Changes in tax laws and rates may affect recorded tax assets and liabilities and our effective tax rate in the future.~~ In March 2021 it was announced that the UK rate of corporation tax would increase from 19% to 25% from April 1, ~~2023, but the~~2023. The legislation accompanying this announcement was ~~not~~ enacted ~~as at March 31,~~on June 10, 2021.

~~Because a change in tax law is accounted for~~ As this legislation was enacted in the ~~period of enactment,~~three months ended June 30, 2021, the effect of this change ~~cannot be~~was recognized in our financial results for ~~the quarter ended March 31, 2021. Notwithstanding, we estimate that~~this period. This has resulted in a charge of ~~approximately $7.3~~$7.4 million ~~will arise~~ in the ~~period of enactment~~three months ended June 30, 2021, reflecting the impact of the increase in the UK corporation tax rate on our UK deferred tax balances, and this will be accounted for as a discrete item. However, the impact will depend on a number of uncertainties regarding the Company’s assets and liabilities at the date on which the change in rate takes effect, such as the surplus/deficit on its UK defined benefit pension scheme at that time.balances.

2533

LIQUIDITY AND FINANCIAL CONDITION

Working Capital

In the first ~~three~~six months of 2021 our working capital increased by ~~$19.5~~$38.3 million, while our adjusted working capital increased by ~~$9.2~~$50.1 million. The difference is primarily due to the exclusion of the increase in our cash and cash equivalents.

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)	March 31, 2021			December 31, 2020			June 30, 2021			December 31, 2020
Total current assets	$	607.6		$	566.2		$	643.1		$	566.2
Total current liabilities		(274.3	)		(252.4	)		(291.0	)		(252.4	)

Working capital		333.3			313.8			352.1			313.8
Less cash and cash equivalents		(117.0	)		(105.3	)		(94.4	)		(105.3	)
Less prepaid income taxes		(5.0	)		(4.2	)		(3.5	)		(4.2	)
Less other current assets		(2.3	)		(0.4	)		(1.5	)		(0.4	)
Add back current portion of accrued income taxes		8.8			5.5			6.3			5.5
Add back current portion of finance leases		0.4			0.5			0.2			0.5
Add back current portion of plant closure provisions		6.6			6.6			6.6			6.6
Add back current portion of operating lease liabilities		12.2			11.3			12.1			11.3

Adjusted working capital	$	237.0		$	227.8		$	277.9		$	227.8

We had a ~~$26.5~~$60.2 million increase in trade and other accounts receivable, driven by the recovery of sales in all our segments due to the easing of the pandemic restrictions. Days’ sales outstanding in our Fuel Specialties segment has increased from 52 days to 5455 days; increased in our Performance Chemicals segment from 60 days to 6364 days; and increased from 6364 days to 6678 days in our Oilfield Services segment.

We had a ~~$3.1~~$30.5 million increase in inventories as we ~~managed~~manage inventory levels

~~in-line~~

~~with~~ in anticipation of the ~~demand recovery.~~continued recovery in demand. Days’ sales in inventory in our Fuel Specialties segment ~~decreased~~increased from ~~117~~116 days to ~~112~~131 days; ~~decreased~~increased in our Performance Chemicals segment from 58 days to 5662 days; and decreased from 95 days to 8276 days in our Oilfield Services segment.

Prepaid expenses decreased ~~$2.6~~$3.3 million, from $14.9 million to ~~$12.3~~$11.6 million due to the normal expensing of prepaid costs.

We had a ~~$17.8~~$37.3 million increase in accounts payable and accrued liabilities primarily due to higher production activity resulting from the recovery of customer demand. Creditor days (including goods received not invoiced) in our Fuel Specialties segment increased from 34 days to 4048 days; increased in our Performance Chemicals segment from 48 days to 5149 days; and decreased from 4953 days to 4752 days in our Oilfield Services segment.

2634

Operating Cash Flows

We generated cash from operating activities of ~~$22.7~~$21.6 million in the first ~~three~~six months of 2021 compared to cash inflows of ~~$2.4~~$32.2 million in the first ~~three~~six months of 2020. The year over year ~~increase~~decrease in the cash generated from our operating activities was primarily related to ~~the effective control of~~increases in our working ~~capital in the current quarter, as~~capital. As the pandemic recovery ~~supported~~has accelerated during the second quarter, the increased demand ~~from our customers, compared~~led to ~~the adverse impact~~higher accounts receivable together with higher inventory levels in anticipation of ~~the pandemic~~what we believe will be strong customer demand in the ~~first quarter of 2020.~~third quarter.

Cash

At ~~March 31,~~June 30, 2021 and December 31, 2020, we had cash and cash equivalents of ~~$117.0~~$94.4 million and $105.3 million, respectively, of which ~~$65.8~~$32.0 million and $52.5 million, respectively, were held by

non-U.S.

subsidiaries principally in the United Kingdom.

The ~~$11.7~~$10.9 million ~~increase~~decrease in cash and cash equivalents for the first ~~three~~six months of 2021, is primarily due to ~~effective control of~~the increases in our working capital as ~~our~~ customer demand has been recovering from the pandemic decline, our continued investment in ~~2020.~~capital projects and the payment of our semi-annual dividend of $14.0 million.

Debt

At ~~March 31,~~June 30, 2021, we had no debt outstanding under the revolving credit facility and ~~$0.4~~$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 million of obligations under finance leases relating to certain fixed assets within our Fuel Specialties and Oilfield Services segments.

2735

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 Annual Report on Form

10-K

and there have been no significant changes since that time.

2836

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 ~~March 31,~~June 30, 2021.

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.

2937

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 Form

10-K.

In management’s view, there have been no material changes in the risk factors facing the Company since that time.

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

There have been no unregistered sales of equity securities.

During the quarter ended ~~March 31,~~June 30, 2021 the Company made no open market repurchases of its common stock.

During the quarter ended ~~March 31,~~June 30, 2021, the Company purchased its common stock 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
February 1, 2021 through February 28, 2021		462	$	97.37

March 1, 2021 through March 31, 2021		5,601	$	103.25
May 1, 2021 through May 31, 2021						1,247	$	101.3

Total		6,063	$	102.80		1,247	$	101.3

Item 3 Defaults Upon Senior Securities

None.

Item 4 Mine Safety Disclosures

Not applicable.

Item 5 Other

Information

30None.

~~Item 5 Other Information~~

~~None.~~

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.

3139

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: ~~May 5,~~August 4, 2021	By	/s/ PATRICK S. WILLIAMS
		Patrick S. Williams
		President and Chief Executive Officer

Date: ~~May 5,~~August 4, 2021	By	/s/ IAN P. CLEMINSON
		Ian P. Cleminson
		Executive Vice President and Chief Financial Officer

Large accelerated filer

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Smaller reporting company

Emerging growth company