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

Information regarding forward-looking statements

This Annual Report on Form 10-K contains certain statements, statistics and projections that are, or may be, forward-looking. These forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors that could cause our actual results of operations, financial condition, liquidity, performance, prospects, opportunities, achievements or industry results, as well as those of the markets we serve or intend to serve, to differ materially from those expressed in, or suggested by, these forward-looking statements. The accuracy and completeness of all such statements, including, without limitation, statements regarding our future financial position, strategy, plans and objectives for the management of future operations, is not warranted or guaranteed. These statements typically contain words such as "believes," "intends," "expects," "anticipates," "estimates," "may," "will," "should" and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Although we believe that the expectations reflected in such statements are reasonable, no assurance can be given that such expectations will prove to be correct. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, factors identified in "Business," "Risk factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations," or elsewhere in this Annual Report, as well as:

•general economic conditions, or conditions affecting demand for the services offered by us in the markets in which we operate, both domestically and internationally, being less favorable than expected;

•worldwide economic and business conditions and conditions in the industries in which we operate;

•potential or actual tariffs, and other political risks worldwide;

•our ability to execute our strategic review, including our Graphic Arts business, to safeguard margins and reduce costs;

•future pandemics;

•fluctuations in the cost and / or availability of raw materials, labor and energy, as well as our ability to pass on cost increases to customers;

•currency fluctuations and other financial risks;

•our ability to protect our intellectual property;

•the amount of indebtedness we have incurred and may incur, and the obligations to service such indebtedness and to comply with the covenants contained therein;

•relationships with our customers and suppliers;

•increased competition from other companies in the industries in which we operate;

•changing technology;

•our ability to execute and integrate new acquisitions;

•claims for personal injury, death or property damage arising from the use of products produced by us;

•the occurrence of accidents or other interruptions to our production processes;

•changes in our business strategy or development plans, and our expected level of capital expenditure;

•our ability to attract and retain qualified personnel;

•restrictions on the ability of Luxfer Holdings PLC to receive dividends or loans from certain of its subsidiaries;

•climate change regulations and the potential impact on energy costs;

•regulatory, environmental, legislative and judicial developments; and

•our intention to pay dividends.

Please read the sections "Business," "Risk factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations," of this Annual Report on Form 10-K for a more complete discussion of the factors that could affect our performance and the industries in which we operate, as well as those discussed in other documents we file or furnish with the SEC.

About Luxfer

Luxfer Holdings PLC ("Luxfer," "the Company," "we," "our") is a global industrial company innovating niche applications in materials engineering. Luxfer focuses on value creation by using its broad array of technical know-how and proprietary technologies to help create a safe, clean and energy-efficient world. Luxfer's high-performance materials, components and high-pressure gas containment devices are used in defense, first response and healthcare, transportation and general industrial applications.

Luxfer is a global industrial company innovating niche applications in materials engineering. Luxfer focuses on value creation by using its broad array of technical know-how and proprietary technologies to help create a safe, clean and energy-efficient world. Luxfer's high-performance materials, components and high-pressure gas containment devices are used in defense, first response and healthcare, transportation and general industrial applications.

Key trends and uncertainties regarding our existing business

Uncertainty of demand in certain end-markets

Macro-economic conditions have continued to impact our general industrial end-market with demand remaining soft for products across all segments. We have also experienced variability of demand for certain products in our defense, first response & healthcare end-market, particularly defense applications, including countermeasure flares and flameless ration heaters, although we have seen this improve in the second half of the year. We have been able to navigate these challenges through productivity and cost management initiatives resulting in improved margins. Legal recoveries and effective working capital management contributed to excellent cash conversion and significantly reduced net debt levels.

While the outlook remains uncertain there are some signs of recovery within the industrial and defense end markets within our Elektron segment, which we are well-placed to capitalize on.

Operating objectives and trends

In 2025, we expect the following operating objectives and trends to impact our business:

•Addressing continuing general macro uncertainty and building resilience into the outlook;

•Ongoing focus on cost control and productivity improvements across the business to drive margin improvement, as well as new product launches to stimulate top line growth;

•Execution of actions identified upon completion of the previously announced expanded and accelerated strategic review, including the divestiture of Graphic Arts and Superform U.S.;

•Execution of selected capital investment projects to support our strategy of profitable growth while maintaining our infrastructure;

•Continued emphasis on operating cash generation and maintaining strong working capital performance;

•Further improvements in ESG standing through focus on sustainability and on our values of teamworking and accountability; and

•Focus on recruiting, developing and maintaining talent, while driving a high-performance culture.

CONSOLIDATED RESULTS OF OPERATIONS

The consolidated results of operations from continuing operations of Luxfer were as follows:

Years ended December 31, % / point change

Selling, general and administrative expenses (48.1) (48.7) (43.1) (1.2) % 13.0 %

Research and development (4.4) (4.6) (4.9) (4.3) % (6.1) %

Impairment charges — (12.7) — (100.0) % n/a

% of net sales — % 3.1 % — % (3.1) 3.1

Acquisition and disposals costs (12.2) — (0.3) n/a (100.0) %

Other income 7.7 — — n/a n/a

% of net sales 2.0 % — % — % 2.0 —

Gain on disposal of assets held-for-sale 6.1 — — n/a n/a

% of net sales (1.6) % — % — % (1.6) —

Defined benefit pension credit / (charge) 1.6 (7.6) 0.1 (121.1) % (7,700.0) %

% of net sales 0.4 % (1.9) % — % 2.3 (1.9)

(Provision) / credit for income taxes (8.2) 7.1 (9.0) (215.5) % (178.9) %

Net sales

Adjusting for foreign exchange tailwinds of $1.7 million (2023: $0.3 million), consolidated net sales have decreased by 3.6% in 2024 from 2023. The adverse impact of volume and mix has accounted for a $16.0 million reduction in sales, while the passing through of price increases has slightly offset this decrease by $1.2 million.

While sales in our General Industrial and Transportation end markets have decreased by 9.2% and 5.7% respectively, our sales in our Defense, First Response and Healthcare end market have increased by 2.7%.

Overall sales have been negatively impacted by:

•Significant decrease in demand for zirconium products, particularly those used in automotive catalysis products;

•Lower sales of both commercial and defense aerospace alloys;

•Reductions in sales of chemical response kits following increased activity in the prior year clearing order backlogs;

•Lower sales for Alternative Fuel cylinders following lower demand in North America; and

•Decreased demand for photo-engraving plates.

These decreases were partially offset by:

•Increased sales of flameless ration heaters for meals ready to eat (MRE) and of our new unitized ration product ("UGR-E") ;

•Strong sales of magnesium alloys, particularly those used in automotive applications; and

•Stronger demand for SCBA cylinders as well as cylinders used in aerospace applications.

Gross profit

The 3.0 percentage point increase in gross profit as a percentage of sales in 2024 from 2023 was primarily the result of contract renegotiation and manufacturing efficiencies having a positive impact on margins within the Gas Cylinders and Elektron Divisions respectively. This has been partially offset by adverse volume and mix.

Selling, general and administrative expenses ("SG&A")

SG&A costs as a percentage of sales are relatively flat, having increased by 0.3 percentage points in 2024 from 2023. SG&A costs in 2023 included $5.9 million of legal costs in the Elektron Division. This activity relates to the legal case described in Note 22.

Research and development costs

Research and development costs as a percentage of sales remained flat in 2024 when compared to 2023 the overall spend of $4.4 million continues to show our commitment to new product development.

Restructuring charges

The $4.7 million restructuring charges in 2024 includes:

•$1.9 million of asset impairments and $1.8 million asset relocation, restructuring and other costs in relation to the rationalization of our North American Gas Cylinders businesses to reduce our fixed cost base;

•$0.1 million gain on disposal of Luxfer Gas Cylinders France site, offset by $0.9 million of costs incurred in relation to its closure; and

•$0.2 million of waste clean up costs in the Elektron division in relation to the consolidation of production facilities in the Magnesium Powders operations.

Impairment charges

The $12.7 million impairment charges incurred in 2023 arose from fully writing down property, plant and equipment and right of use assets from operating leases within our Graphic Arts division as a result of our annual impairment and strategic review.

Acquisition and disposals costs

In 2024 acquisition and disposal related costs of $12.2 million were incurred in relation to the divestiture of our Graphic Arts segment. $9.8 million represents a loss on held-for-sale asset group to reflect its fair value and $2.4 million represents professional fees. No acquisition and disposal related costs were incurred during 2023.

Other Income

Other Income of $7.7 million in 2024 relates to the recovery of legal costs from our insurer related to the previously disclosed US Ecology case, (see Note 22). Historically the legal costs relating to this case were in selling, general and administrative expenses.There was no other income in 2023.

Gain on Disposal of assets held for sale

The $6.1 million gain on disposal recognized in 2024 was in relation to the sale of previously disclosed held-for-sale land and buildings in our Elektron division. Net consideration of $7.3 million was received in the fourth quarter of 2024. There was no gain on disposal of assets held for sale in 2023.

Net interest expense

Net interest expense of $5.2 million in 2024 decreasing from $6.3 million in 2023 primarily due to the lower average drawings on the revolving credit facility.

Defined benefit pension credit

The defined benefit pension credit of $1.6 million in 2024, is in relation to the U.K. plan.

The defined benefit pension charge of $7.6 million in 2023, was predominantly the result of the sale of the U.S. pension plan liability to an insurer. There was a $9.0 million charge in relation to the sale, which included $2.1 million cash and $6.9 million in relation to the derecognition of the U.S. pension liability and reallocation of accumulated actuarial losses from other comprehensive income. An additional $0.3 million of interest cost was recognized in relation to the U.S. plan in the year. The 2023 charge was partially offset by a $1.7 million credit on the U.K. plan as expected return on assets outweighed the interest cost and net actuarial loss. This is consistent with the current year.

Provision for income taxes

The 42.3 percentage point decrease in the effective tax rate in 2024 from 2023 was primarily due to non-deductible expenses and deferred tax credit, predominantly in relation to the previously mentioned pension buy-out and impairment charges.

2023 compared with 2022

For a discussion comparing our consolidated operating results for the year ended December 31, 2023, with the year ended December 31, 2022, refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation - Discussion and Analysis - Consolidated Operating Results in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the U.S. Securities and Exchange Commission on February 27, 2024. This section is incorporated by reference into this Annual Report on Form 10-K for the year ended December 31, 2024.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO GAAP MEASURES

The following tables of non-GAAP summary financial data presents a reconciliation of net income from continuing operations and diluted earnings per ordinary share from continuing operations to adjusted net income from continuing operations, adjusted EBITA from continuing operations, adjusted income from continuing operations before income taxes, adjusted EBITDA from continuing operations, adjusted EBITDA excluding legal cost (recovery) / expense, adjusted earnings per ordinary share from continuing operations, adjusted provision for income taxes and adjusted effective tax rate from continuing operations, for the periods presented, being the most comparable GAAP measures. Management believes that adjusted net income excluding legal cost (recovery) / expense, adjusted earnings per share, adjusted EBITA and adjusted EBITDA excluding legal cost (recovery) / expense are key performance indicators ("KPIs") used by the investment community and that such presentation will enhance an investor’s understanding of the Company's operational results. In addition, Luxfer's CEO and other senior management use these KPIs, among others, to evaluate business performance. However, investors should not consider adjusted net income from continuing operations, adjusted earnings per share from continuing operations, adjusted EBITA from continuing operations and adjusted EBITDA excluding legal cost (recovery) / expense from continuing operations in isolation as an alternative to net income and earnings per share when evaluating Luxfer's operating performance or measuring Luxfer's profitability. In 2024, the Company initiated a process to divest the Graphic Arts business. While Graphic Arts does not meet the 'strategic shift' criteria outlined in ASC 205-20 for it to be classified as a discontinued operation, we believe that given the expectation that divestiture will be completed in the current year, it is appropriate in the tables below to separate out the results of Graphic Arts in order to provide a more complete financial summary for the period. Similarly for other Income of $7.7 million in 2024 relates to the recovery of legal costs from our insurer related to the previously disclosed US Ecology case, historically the legal costs relating to this case were in selling, general and administrative expenses, however the other income in 2024 is separated due to its one-off nature and the recovery relating to several years. We believe separating the income and costs relating to this is also appropriate to provide a more complete financial summary for the period.

Year-to-date

In millions except per share data 2024 2023

Accounting charges relating to acquisitions and disposals of businesses:

Amortization on acquired intangibles 0.8 — 0.8 0.8 — 0.8

Acquisition and disposal related charge 12.2 12.2 — — — —

Defined benefit pension (credit) / charge (1.6) — (1.6) 7.6 — 7.6

Gain on disposal of assets held-for-sale (6.1) — (6.1) — — —

Impairment charge — — — 12.7 12.7 —

Share-based compensation charge 3.5 0.5 3.0 2.8 — 2.8

Tax impact of defined benefit settlement — — — (4.9) — (4.9)

Income tax on adjusted items (0.9) (0.6) (0.3) (6.4) (3.0) (3.4)

Less:

Legal cost (recovery) / expense (7.7) — (7.7) 5.9 — 5.9

Tax on legal cost recovery / (expense) 1.8 — 1.8 (1.2) — (1.2)

Adjusted earnings / (loss) per ordinary share (1)

Impact of legal cost (recovery) / expense (0.22) — (0.22) 0.17 — 0.17

(1) For the purpose of calculating diluted earnings per share, the weighted average number of ordinary shares outstanding during the financial year has been adjusted for the dilutive effects of all potential ordinary shares and share options granted to employees.

Year-to-date

In millions except per share data 2024 2023

Add back:

Tax impact of defined benefit pension settlement — — — 4.9 — 4.9

Loss on disposal of property, plant and equipment 0.1 — 0.1 — — —

Less:

Legal cost (recovery) / expense (7.7) — (7.7) 5.9 — 5.9

Year-to-date

In millions except per share data 2024 2023

Add back:

Tax impact of defined benefit pension settlement — — — 4.9 — 4.9

Provision / (credit) for income taxes 8.2 (1.3) 9.5 (7.1) (4.1) (3.0)

Adjusted provision (credit) for income taxes 9.1 (0.7) 9.8 4.2 (1.1) 5.3

In millions Gas Cylinders Elektron Graphic Arts Total

Loss on disposal of property, plant and equipment — 0.1 — 0.1

In millions Gas Cylinders Elektron Graphic Arts Total

SEGMENT RESULTS OF OPERATIONS

The summary that follows provides a discussion of the results of operations of each of our three reportable segments (Gas Cylinders, Elektron and Graphic Arts). The three segments comprise various product offerings that serve multiple end-markets.

In 2023, the Graphic Arts reporting segment was disaggregated from the Elektron segment and in 2024 and 2023 is being reported separately as the Graphic Arts segment. The Elektron segment's results for 2022 have been adjusted to strip out Graphic Arts' results.

Adjusted EBITA, which is our segment income metric, represents net income from continuing operations adjusted for share-based compensation charges, restructuring charges, impairment charges, other charges, acquisitions and disposals costs, net interest expenses, defined benefits pension credit, provision for taxes and amortization. A reconciliation to pre-tax income can be found in ITEM 8, Note 18. Adjusted EBITDA, as shown below, represents adjusted EBITA less depreciation. Management believes that adjusted EBITA and adjusted EBITDA are key performance indicators ("KPIs") used by the investment community and that such presentation will enhance an investor’s understanding of the Company's operational results. Adjusted EBITDA is reconciled to adjusted EBITA above.

GAS CYLINDERS

The results of operations from the Gas Cylinders segment are for continuing operations only.

The net sales, adjusted EBITA and adjusted EBITDA for Gas Cylinders were as follows:

Years ended December 31, % / point change

Adjusted EBITA % of net sales 7.8 % 6.8 % 4.4 % 1.0 2.4

Adjusted EBITDA % of net sales 9.7 % 9.0 % 7.0 % 0.7 2.0

Net sales

The 0.1% decrease in Gas Cylinders sales in 2024 from 2023 was primarily the result of:

•Lower sales of Alternative Fuels cylinders;

•Industrial cylinders' sales being weaker in the year.

These increases have been largely offset by:

•Price increases throughout the segment as contracts are renegotiated; and

•Increased volumes of our medical and aerospace cylinders.

Adjusted EBITA

The 1.0 percentage point increase in adjusted EBITA for Gas Cylinders as a percentage of net sales in 2024 from 2023 is predominantly the result of pricing improvements from new sales contracts partially offset by adverse sales mix and volume.

Adjusted EBITDA

The 0.7 percentage point increase in adjusted EBITDA for Gas Cylinders as a percentage of net sales in 2024 from 2023 is predominantly the result of the increase in adjusted EBITA as a percentage of net sales.

ELEKTRON

The net sales, adjusted EBITA and adjusted EBITDA for Elektron were as follows:

Years ended December 31, % / point change

Net sales

The 5.9% decrease in Elektron sales in 2024 from 2023 was primarily the result of:

•Significant decrease in demand for zirconium products, particularly those used in automotive catalysis products;

•Lower sales of both commercial and defense aerospace alloys; and

•Reductions in chemical response kit and commercial magnesium powder sales.

These decreases were partially offset by:

•Increased sales of flameless ration heaters for meals ready to eat (MRE) and of our new unitized ration product ("UGR-E") ;

•Strong sales of magnesium alloys, particularly those used in automotive applications;

•Increased magnesium alloy sales to the Oil and Gas industry.

Adjusted EBITA

The 7.9 percentage point increase in adjusted EBITA for Elektron as a percentage of net sales in 2024 from 2023 was a result of the net recovery from the previously disclosed US Ecology case in 2024 of $7.7 million, compared to the net cost of $5.9 million in 2023. This was partially offset by adverse price.

Adjusted EBITDA

The 8.2 percentage point increase in adjusted EBITDA for Elektron as a percentage of net sales in 2024 from 2023 was predominantly the result of the increase in adjusted EBITA as a percentage of net sales.

GRAPHIC ARTS

The net sales, adjusted EBITA and adjusted EBITDA for Graphic Arts were as follows:

Years ended December 31, % / point change

Net sales

The 6.0% decrease in Graphic Arts sales in 2024 from 2023 was primarily the result of fluctuating demand for photo-engraving plates, particularly outside the North American market.

Adjusted EBITA

The loss in 2024 for Graphic Arts was a result of relatively high magnesium raw material cost amid increased competition. 2023 was significantly impacted by significant material cost inflation resulting in competitive constraints. Magnesium purchase price has reduced throughout 2024, although there is typically a lag before this impact is recognized in the income statement through lower cost of sales.

Adjusted EBITDA

The loss in 2024 for Graphic Arts was a result of the factors above, in accordance with ASC 360, depreciation did not impact 2024 as no depreciation is charged on assets held for sale.

LIQUIDITY AND CAPITAL RESOURCES

Our liquidity requirements arise primarily from obligations under our indebtedness, capital expenditures, acquisitions, the funding of working capital and the funding of hedging facilities to manage foreign exchange and commodity purchase price risks. We meet these requirements primarily through cash flows from operating activities, cash deposits and borrowings under the Revolving Credit Facility and accompanying ancillary hedging facilities and the Loan Note due in 2026. Our principal liquidity needs are:

•funding acquisitions, including deferred contingent consideration payments;

•capital expenditure requirements;

•payment of shareholder dividends;

•servicing interest on the Loan Notes, which is payable at each quarter end, in addition to interest and / or commitment fees on the Senior Facilities Agreement;

•working capital requirements, particularly in the short term as we aim to achieve organic sales growth; and

•hedging facilities used to manage our foreign exchange risks and aluminum purchase price risks.

We believe that, in the long term, cash generated from our operations will be adequate to meet our anticipated requirements for working capital, capital expenditures and interest payments on our indebtedness. In the short term, we believe we have sufficient credit facilities to cover any variation in our cash flow generation. However, any major repayments of indebtedness will be dependent on our ability to raise alternative financing or to realize substantial returns from operational sales. Also, our ability to expand operations through sales development and capital expenditures could be constrained by the availability of liquidity, which, in turn, could impact the profitability of our operations.

We have been in compliance with the covenants under the Loan Notes and the RCF throughout all of the quarterly measurement dates from and including September 30, 2011, to December 31, 2024.

Luxfer conducts all of its operations through its subsidiaries, joint ventures and affiliates. Accordingly, Luxfer's main cash source is dividends from its subsidiaries. The ability of each subsidiary to make distributions depends on the funds that a subsidiary receives from its operations in excess of the funds necessary for its operations, obligations or other business plans. We have not historically experienced any material impediment to these distributions, and we do not expect any local legal or regulatory regimes to have any impact on our ability to meet our liquidity requirements in the future. In addition, since our subsidiaries are wholly-owned, our claims will generally rank junior to all other obligations of the subsidiaries. If our operating subsidiaries are unable to make distributions, our growth may slow, unless we are able to obtain additional debt or equity financing. In the event of a subsidiary's liquidation, there may not be assets sufficient for us to recoup our investment in the subsidiary.

Our ability to maintain or increase the generation of cash from our operations in the future will depend significantly on the competitiveness of and demand for our products, including our success in launching new products. Achieving such success is a key objective of our business strategy. Due to commercial, competitive and external economic factors, however, we cannot guarantee that we will generate sufficient cash flows from operations or that future working capital will be available in an amount sufficient to enable us to service our indebtedness or make necessary capital expenditures.

Cash Flows from Continuing Operations

Operating activities

Cash provided by operating activities was $51.1 million and $26.2 million in 2024 and 2023 respectively, which includes approximately $5.0 million and $3.6 million of cash spent on restructuring activities in those years. Cash was primarily related to the net income / loss from operating activities, net of the following non-cash items: depreciation and amortization; share-based compensation charges; pension credit / (charge); gain on disposal of held for sale assets; loss on held-for-sale asset group and net changes to assets and liabilities. Cash flow was impacted by the $5.8 million receipt arising from the reimbursement of legal costs in relation to the previously disclosed US Ecology case, whereas 2023 had an outflow of $5.9 million. Also impacting the 2023 cash flow was the $2.1 million contribution the Company made in relation to the sale of the U.S. pension plan to an insurer.

Investing activities

Net cash used for investing activities was $3.4 million in 2024, compared to $9.4 million in 2023. The following investing activities impacted our cash flow:

Capital expenditures

Capital expenditures in 2024 was $10.3 million compared to $9.4 million in 2023. We anticipate capital expenditures for 2025 to be between $12 million and $15 million as we increase investment in order to grow the business.

Proceeds from assets held for sale

In September 2024, the Company sold a previously held-for-sale building in the Elektron segment for $7.3 million. Consideration was paid in full in October 2024.

Financing activities

In 2024, net cash used for financing activities was $44.0 million, (2023: $27.5 million). We repaid $1.5 million of bank overdraft, made net repayments on our borrowing facilities of $25.7 million (2023: net drawdowns of $10.2 million) and dividend payments of $14.0 million (2023: $14.0 million), equating to $0.52 per ordinary share (2023: $0.52 per ordinary share). In 2024, the Company spent $2.3 million repurchasing approximately 200,000 shares, (2023: $2.7 million repurchasing approximately 200,000 shares).

Loan Note 2026

The Note Purchase Agreement contains customary covenants and events of default, in each case with customary and appropriate grace periods and thresholds. In addition, the Note Purchase Agreement requires us to maintain compliance with a minimum interest coverage ratio and a leverage ratio. The interest coverage ratio measures our EBITDA (as defined in the Note Purchase Agreement) to Net Finance Charges (as defined in the Note Purchase Agreement). We are required to maintain an interest coverage ratio of 4.0:1. The leverage ratio measures our Total Net Debt (as defined in the Note Purchase Agreement) to Adjusted Acquisition EBITDA (as defined in the Note Purchase Agreement). We are required to maintain a leverage ratio of no more than 3.0:1. We have been in compliance with the covenants under the Note Purchase Agreement throughout all of the quarterly measurement dates from and including September 30, 2011, to December 31, 2024. The Loan Note due 2026 and the Note Purchase Agreement are governed by the law of the State of New York.

The Loan Note due 2026 is denominated in U.S. dollars, which creates a natural partial offset between the dollar-denominated net assets and earnings of our U.S. operations and the dollar-denominated debt and related interest expense of the notes. We have included the Note Purchase Agreement and a form of the Loan Note due 2026 as exhibits to this Annual Report and refer you to the exhibits for more information on the Note Purchase Agreement and the Loan Note due 2026.

Senior Facilities Agreement

A Senior Facilities Agreement was signed in October 2021, for more information see ITEM 8 Note 12.

Structure. At December 31, 2024 the Senior Facilities Agreement provided $125 million of committed debt facilities in the form of a multi-currency (GBP sterling, U.S. dollars or euros) RCF and an additional $25 million of uncommitted facilities through an accordion clause. The facilities mature in October 2026. As of December 31, 2024, we had drawn down $17.2 million under the Revolving Credit Facility (December 31, 2023: $43.1 million).

Availability. The facility is used for loans and overdrafts. Amounts unutilized under the RCF (or, if the case, under the revolving portion of the accordion) are allocated to ancillary facilities available under the Senior Facilities Agreement in connection with overdraft facilities, bilateral loan facilities and letter of credit facilities. As of December 31, 2024, we had drawn down $2.8 million under the ancillary facilities (December 31, 2023: $2.2 million). We may use amounts drawn under the RCF for our general corporate purposes and certain capital expenditures, as well as for the financing of permitted acquisitions and reorganizations. As of December 31, 2024, $107.8 million (net of $17.2 million drawn down) was available under the RCF. The last month in which we may draw funds from the RCF is September 2026.

The Company also had a separate (uncommitted) bonding facility for bank guarantees; denominated in GBP sterling totaling £0.5 million ($0.6 million) and £0.1 million ($0.2 million) was utilized at December 31, 2024.

Interest rates and fees. Borrowings under the facility bear an interest rate equal to an applicable margin plus either EURIBOR, in the case of amounts drawn in euros, or SONIA (Sterling Overnight Index Average), in the case of amounts drawn in GBP sterling or U.S. dollars.

The tables below sets out the range of ratios and the related margin percentage currently in effect.

Leverage Margin

(% per annum)

Less than or equal to 2.5:1, but greater than 2.0:1 2.50

Less than or equal to 2.0:1, but greater than 1.5:1 2.25

Less than or equal to 1.5:1, but greater than 1.0:1 2.00

Less than or equal to 1.0:1 1.75

As of December 31, 2024, we had drawn down $17.2 million under the RCF (December 31, 2023: $43.1 million). A commitment fee is levied each quarter against any unutilized element of the RCF, excluding overdraft or ancillary facilities.

In the event of a sale of all or substantially all of our business and / or assets, or if any person or group of persons acting in concert gains direct or indirect control (as defined in the Senior Facilities Agreement) of Luxfer Holdings PLC, we will be required to immediately repay all outstanding amounts under the RCF (and, if the case, the accordion) and the ancillary facilities under the Senior Facilities Agreement.

In addition, the Senior Facilities Agreement requires us to maintain compliance with an interest coverage ratio and a leverage ratio. The interest coverage ratio measures our EBITDA (as defined in the Senior Facilities Agreement) to Net Finance Charges (as defined in the Senior Facilities Agreement). We are required to maintain a minimum interest coverage ratio of 4.0:1. The leverage ratio measures our Total Net Debt (as defined in the Senior Facilities Agreement) to the Relevant Period Adjusted Acquisition EBITDA (as defined in the Senior Facilities Agreement). We are required to maintain a leverage ratio of no more than 3.0:1.

We have been in compliance with the covenants under the Senior Facilities Agreement throughout all of the quarterly measurement dates from and including September 30, 2011, to December 31, 2024.

The Senior Facilities Agreement is governed by English law. For more information see ITEM 8, Note 12.

Dividends

We paid dividends in 2024 of $14.0 million (2023: $14.0 million), or $0.52 (2023: $0.52) per ordinary share.

Any payment of dividends is also subject to the provisions of the U.K. Companies Act, according to which dividends may only be paid out of profits available for distribution determined by reference to financial statements prepared in accordance with the Companies Act and the International Accounting Standards Board, which differ in some respects from U.S. GAAP. In the event that dividends are paid in the future, holders of the ordinary shares will be entitled to receive payments in U.S. dollars in respect of dividends on the underlying ordinary shares in accordance with the deposit agreement. Furthermore, because we are a holding company, any dividend payments would depend on cash flows from our subsidiaries.

Authorized shares

Our authorized share capital consists of 40.0 million ordinary shares with a par value of £0.50 per share.

Contractual obligations

The following summarizes our significant contractual obligations that impact our liquidity:

Payments Due by Period

In millions Total Less than1 year 1 – 3years 3 – 5years After5 years

Contractual cash obligations

Revolving Credit Facility due October 2026 17.2 — 17.2 — —

Bank overdraft 3.1 3.1 — — —

Capital commitments 0.5 0.5 — — —

Interest payments 3.7 2.3 1.4 — —

Total contractual cash obligations $ 69.7 $ 10.5 $ 49.3 $ 2.2 $ 7.7

2023 compared with 2022

For a discussion comparing our net cash activities (operating, investing and financing) for the year ended December 31, 2023, with the year ended December 31, 2022, refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation - Discussion and Analysis - Consolidated Operating Results in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the U.S. Securities and Exchange Commission on February 27, 2024. This section is incorporated by reference into this Annual Report on Form 10-K for the year ended December 31, 2024.

Off-balance sheet measures

At December 31, 2024, we had no off-balance sheet arrangements other than the three bonding facilities as described above.

COMMITMENTS AND CONTINGENCIES

Capital commitments

At December 31, 2024, the Company had capital expenditure commitments of $0.5 million (2023: $2.3 million and 2022: $1.4 million) for the purchase of new plant and equipment.

Committed banking facilities

At December 31, 2024 and December 31, 2023 the Company had committed banking facilities of $125.0 million with an additional $25.0 million of uncommitted facilities through an accordion provision. Of these committed facilities, $17.2 million was drawn at December 31, 2024 ($43.1 million December 31, 2023). The banking facilities expire in October 2026.

Contingencies

In December 2023, it was established that any potential liability arising from the lawsuits and reasonable defense costs related to the US Ecology case (see Note 22) are covered by insurance. The Company recognized $7.7 million within other income in the twelve months of 2024, in relation to these costs previously incurred by the Company. $5.8 million cash has been received in 2024 and a final $1.9 million has been received post year end, included within accounts and other receivables.

NEW ACCOUNTING STANDARDS

See ITEM 8, Note 1 of the notes to the Consolidated Financial Statements, included in this Form 10-K, for information pertaining to recently adopted accounting standards or accounting standards to be adopted in the future.

CRITICAL ACCOUNTING ESTIMATES

We have adopted various accounting policies to prepare the consolidated financial statements in accordance with GAAP. Our significant accounting policies are more fully described in ITEM 8, Note 1 of the Notes to Consolidated Financial Statements. Certain accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. These judgments are based on our historical experience, terms of existing contracts, our observance of trends in the industry and information available from other outside sources, as appropriate. We consider an accounting estimate to be critical if:

•it requires us to make assumptions about matters that were uncertain at the time we were making the estimate; and

•changes in the estimate or different estimates that we could have selected would have had a material impact on our financial condition or results of operations.

Our critical accounting estimates include the following:

Impairment of goodwill

Goodwill

Goodwill represents the excess of the cost of acquired businesses over the net of the fair value of identifiable net assets purchased and liabilities assumed.

Goodwill is tested at least annually for impairment and is tested for impairment more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill is tested for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. We may elect not to perform the qualitative assessment for some or all reporting units and perform a quantitative impairment test. Management carried out its qualitative review on the last day of the third quarter in 2024 and 2023. Our qualitative review showed no indicators of impairment in segments carrying goodwill. As a result, the Company concluded its review and was not required to perform a quantitative review.

U.K. Defined Benefit Pension Plan

The Company operates a funded defined benefit pension plan in the U.K., and immaterial plans in the U.S. and France. The amounts recognized in our consolidated financial statements related to our defined-benefit pension and other post-retirement plans are determined from actuarial valuations. Inherent in these valuations are assumptions, including: (i) discount rates; (ii) inflation rates; (iii) pension increases; and (iv) life expectancy. These assumptions are updated annually and are disclosed in ITEM 8, Note 15 to the Notes to Consolidated Financial Statements. Differences in actual experience or changes in assumptions can have a material impact on the pension and other post-retirement obligations and future expense.

We recognize changes in the fair value of plan assets and net actuarial gains or losses for pension and other post-retirement benefits annually in the fourth quarter each year ("mark-to-market adjustment") and, if applicable, in any quarter in which an interim remeasurement is triggered. Net actuarial gains and losses occur when the actual experience differs from any of the various assumptions used to value our pension and other post-retirement plans or when assumptions change as they may each year. The primary factors contributing to actuarial gains and losses each year are (i) changes in the discount rate used to value pension and other post-retirement benefit obligations as of the measurement date and (ii) differences between the expected and the actual return on plan assets. This accounting method also results in the potential for volatile and difficult to forecast mark-to-market adjustments. The remaining components of pension expense, including service and interest costs and the expected return on plan assets, are recorded on a quarterly basis as ongoing pension expense.

Discount rate

The discount rate used represents the annualized yield based on a cash flow matched methodology with reference to an AA corporate bond spot curve and having regard to the duration of the Plan’s liabilities. This yield produced a weighted-average discount rate for our U.K. plans of 5.40% in 2024, 4.50% in 2023 and 4.80% in 2022. The discount rate on our U.S. plans was n/a in 2024 and 2023, and 5.10% in 2022. There are no known or anticipated changes in our discount rate assumption that will impact our pension expense in 2025.

To indicate the sensitivity of results to this assumption, a 0.1% per annum increase in the discount rate for our U.K. plans would reduce the value of the liabilities and therefore increase the pension surplus by approximately $2.5 million and increase the projected 2025 income statement credit by approximately $0.1 million.

Inflation rate

In September 2019, the UK Statistics Authority announced plans to reform the RPI inflation index. On November 25, 2020, the government and UK Statistics Authority confirmed these plans to reform the RPI index to bring it into line with the CPIH index from 2030, with no compensation for the holders of index-linked gilts. Inflation measured by the CPIH is consistently significantly lower than that measured by RPI, and therefore, these plans imply a significant expected reduction in RPI inflation from 2030 onwards. As a result we have taken a stepped approach and used different inflation rates pre and post 2030.

To indicate the sensitivity of results to the CPI assumption, a 0.1% per annum decrease in all CPI-linked assumptions, (including pension increases) for our U.K. plan, would reduce the value of the liabilities and therefore increase the pension surplus at December 31, 2024 by approximately $1.3 million and increase the projected 2024 income statement credit by approximately $0.1 million.

Pension increases

The pension increase assumptions have been set with reference to the corresponding CPI inflation assumption and take account of the caps and floors applicable to the various components of pension indexation.

Life expectancy

The life expectancies of male and female members aged 65 on 31 December 2024 are assumed to be 20.1 and 22.7 years, respectively, with the life expectancies of male and female members aged 65 on 31 December 2044 assumed to be 21.3 and 24.1 years, respectively.

To indicate the sensitivity of results to the life expectancy assumption, a one year increase in assumed life expectancy on the U.K. plan could increase the value of the liabilities and therefore decrease the pension surplus at December 31, 2024 by approximately $6.3 million.

Expected rate of return

Our expected rate of return on plan assets for our U.K. plans was 5.80% in 2024, 4.80% in 2023 and 5.60% in 2022. The expected rate of return on our U.S. plans was n/a in 2024 and 2023, and 4.70% in 2022. The expected rate of return is designed to be a long-term assumption that may be subject to considerable year-to-year variance from actual returns. In developing the expected long-term rate of return, we considered our historical returns, with consideration given to forecast economic conditions, our asset allocations, input from external consultants and broader longer-term market indices.

See ITEM 8, Note 15 of the Notes to Consolidated Financial Statements for further information regarding pension and other post-retirement plans.

Item 7A. Quantitative and qualitative disclosures about market risk

Market risk is the potential economic loss arising from adverse changes in market rates and market prices such as interest rates, foreign currency exchange rates, commodity prices and changes in the market value of equity instruments. We are exposed to market risk, primarily related to foreign exchange, commodity prices and interest rates. Counterparties to all derivative contracts are major financial institutions. All instruments are entered into for other than trading purposes. The major accounting policies and utilization of these instruments is described more fully in ITEM 8, Note 1 of the Notes to Consolidated Financial Statements.

Foreign currency risk

We conduct business in various locations throughout the world and are subject to market risk due to changes in the value of foreign currencies in relation to our reporting currency, the U.S. dollar. Periodically, we use derivative financial instruments to manage these risks. The functional currencies of our foreign operating locations are generally the local currency in the country of domicile. We manage these operating activities at the local level and revenues, costs, assets and liabilities are generally denominated in local currencies, thereby mitigating the risk associated with changes in foreign exchange. However, our results of operations and assets and liabilities are reported in U.S. dollars and thus will fluctuate with changes in exchange rates between such local currencies and the U.S. dollar.

To hedge foreign currency risks, we enter into short duration currency contracts. The below table details the foreign currency contracts which we have in place over sales and purchases. Changes in the fair value of all derivatives are recognized immediately in the income statement unless the derivative qualifies as a hedge of future cash flows. Gains and losses related to a hedge are deferred and recorded in the Consolidated Balance Sheets as a component of Accumulated Other Comprehensive Income ("AOCI") and are subsequently recognized in the Consolidated Statements of Income and Comprehensive Statements of Income when the hedged item affects earnings.

Sales hedges U.S. dollars Canadian Dollars

Contract totals/£m 36.5 0.2

Purchase hedges U.S. dollars Euros Canadian dollars Australian dollars

Sales hedges U.S. dollars Euros Canadian Dollars Japanese Yen

Commodity price risk

We are exposed to commodity price risks in relation to the purchases of our raw materials.

There is no financial market to hedge magnesium, zirconium raw materials or carbon fiber, and prices for these raw materials have been volatile in recent years, with substantial increases throughout 2022, price fluctuations throughout 2023 and a slow decline in 2024. To help mitigate these risks, we have a number of fixed-price supply contracts for a portion of these raw materials, which limits our exposure to price volatility over a calendar year. However, we remain exposed over time to rising prices in these markets, and therefore rely on the ability to pass on any major price increases to our customers in order to maintain our levels of profitability especially for carbon fiber wrapped composite cylinders, zirconium, and magnesium-based products. We have also in the last few years, when we felt it was appropriate, made additional physical purchases of magnesium and some rare earth chemicals to delay the impact of higher prices, but this has had a cash flow impact on occasion, thereby leading to greater utilization of our revolving credit bank facilities.

Primary aluminum is a global commodity, with its principal trading market on the LME. In the normal course of business, we are exposed to aluminum price volatility to the extent that the costs of aluminum purchases are more closely related to the LME price than the sales prices of certain of our products. Our Gas Cylinders Segment will buy various aluminum alloys, in log, sheet, or tube form, and the contractual price will usually include an LME-linked base price plus a premium for a particular type of alloy, as well as the cost of casting, rolling or extruding. The price of high-grade aluminum, which is actively traded on the LME, has fluctuated significantly in recent years.

Interest rate risk

As of December 31, 2024, we had both fixed rate and variable rate debt outstanding on our consolidated balance sheet. As a result of this exposure, we have in the past hedged interest payable under our floating rate indebtedness based on a combination of forward rate agreements, interest rate caps and swaps. There were no fixed or variable rate interest hedge agreements in place as of December 31, 2024, and December 31, 2023.

Luxfer has exposure to variable interest rates when it draws down on the revolving credit facilities. As a result of this exposure, we may decide to hedge interest payable based on a combination of forward rate agreements, interest rate caps and swaps. It has also used fixed rate debt within its financing structure to mitigate volatility in interest rate movements as disclosed in Notes 12 and 13 in the Notes to the Consolidated Financial Statements.

Item 8. Financial Statements and Supplementary Data

Luxfer Holdings PLC

Index to Consolidated Financial Statements

Page

Report of Independent Registered Public Accounting Firm (PCAOB ID: 876) 46

Consolidated Statements of Income 48

Consolidated Statements of Comprehensive Income 49

Consolidated Balance Sheets 50

Consolidated Statements of Cash Flows 51

Consolidated Statements of Changes in Equity 52

Notes to Consolidated Financial Statements 53

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Luxfer Holdings PLC

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Luxfer Holdings PLC and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows, for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Annual Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Pension Benefit Obligations

As described in Notes 1 and 15 to the consolidated financial statements, the Company had pension benefit obligations of $205.1 million as of December 31, 2024. As disclosed by management, the amounts recognized in the consolidated financial statements related to the pension benefit obligations are determined from actuarial valuations. Inherent in the valuation of pension benefit obligations are assumptions, including: (i) discount rates; (ii) inflation rates; (iii) pension increases; and (iv) life expectancy. Differences in actual experience or changes in these assumptions can have a material impact on the pension benefit obligations.

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

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the valuation of the pension benefit obligations. These procedures also included, among others, testing the completeness, accuracy and relevance of the underlying data used in the valuation of the pension benefit obligations. Professionals with specialized skill and knowledge were used to assist in (i) testing management’s process for estimating the pension benefit obligations, (ii) evaluating the reasonableness of the significant assumptions used by management related to discount rates, inflation rates, pension increases, and life expectancy and (iii) assessing the appropriateness of management’s methodology in line with the requirements of ASC 715 Compensation — Retirement Benefits.

/s/ PricewaterhouseCoopers LLP

Manchester, United Kingdom

February 25, 2025

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

LUXFER HOLDINGS PLC

CONSOLIDATED STATEMENTS OF INCOME

Years Ended December 31,

Selling, general and administrative expenses (48.1) (48.7) (43.1)

Research and development (4.4) (4.6) (4.9)

Restructuring charges (4.7) (6.4) (1.9)

Impairment charges — (12.7) —

Acquisitions and disposals costs (12.2) — (0.3)

Other income 7.7 — —

Gain on disposal of assets held-for-sale 6.1 — —

Net interest expense (5.2) (6.3) (3.9)

Defined benefit pension credit / (charge) 1.6 (7.6) 0.1

Income / (loss) before income taxes 26.5 (9.7) 41.0

(Provision) / credit for income taxes (8.2) 7.1 (9.0)

Net income / (loss) from continuing operations 18.3 (2.6) 32.0

Income / (loss) from discontinued operations, net of tax 0.1 0.7 (5.1)

Net income / (loss) $ 18.4 $ (1.9) $ 26.9

Earnings / (loss) per share(1)

Basic from continuing operations 0.68 (0.10) 1.17

Basic from discontinued operations — 0.03 (0.19)

Diluted from continuing operations 0.68 (0.10) 1.16

Diluted from discontinued operations — 0.03 (0.19)

(1)The calculation of earnings per share is performed separately for continuing and discontinued operations. As a result, the sum of the two in any particular year may not equal the earnings-per-share amount in total.

See accompanying notes to consolidated financial statements

LUXFER HOLDINGS PLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 31,

Net income / (loss) $ 18.4 $ (1.9) $ 26.9

Other comprehensive income / (loss)

Net change in foreign currency translation adjustment (4.6) 7.3 (13.2)

Other comprehensive income / (loss) net of tax 1.8 21.5 (4.4)

Total comprehensive income $ 20.2 $ 19.6 $ 22.5

See accompanying notes to consolidated financial statements

LUXFER HOLDINGS PLC

CONSOLIDATED BALANCE SHEETS

December 31,

In millions, except share and per-share data 2024 2023

Current assets

Cash and cash equivalents $ 4.1 $ 2.3

Restricted cash 2.2 0.3

Prepayments and accrued income 4.6 5.7

Current assets held-for-sale 22.5 8.9

Other current assets — 1.5

Non-current assets

Property, plant and equipment, net 62.8 63.8

Right-of-use assets from operating leases 11.5 15.4

Deferred tax assets 4.1 3.9

Pensions and other retirement benefits 49.3 40.3

Investments and loans to joint ventures and other affiliates 0.4 0.4

Current liabilities

Current maturities of long-term debt and short-term borrowings $ 3.1 $ 4.6

Taxes on income 5.6 —

Current liabilities held-for-sale 12.8 3.9

Other current liabilities 18.6 8.9

Total current liabilities 93.7 64.8

Non-current liabilities

Pensions and other retirement benefits 0.1 0.1

Deferred tax liabilities 14.0 10.2

Other non-current liabilities 13.1 16.8

Commitments and contingencies (Note 20)

Shareholders' equity

Company shares held by ESOP (0.8) (0.9)

Accumulated other comprehensive loss (116.1) (117.9)

Total shareholders' equity $ 219.5 $ 212.6

Total liabilities and shareholders' equity $ 382.4 $ 372.1

See accompanying notes to consolidated financial statements

LUXFER HOLDINGS PLC CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31,

Operating activities

Net income / (loss) $ 18.4 $ (1.9) $ 26.9

Net loss / (income) from discontinued operations (0.1) (0.7) 5.1

Net income / (loss) from continuing operations 18.3 (2.6) 32.0

Depreciation of right of use assets 3.3 3.3 4.4

Amortization of purchased intangible assets 0.8 0.8 0.7

Amortization of debt issuance costs 0.3 0.4 0.5

Share-based compensation charge 3.5 2.8 2.5

Deferred income taxes 1.1 (0.6) 8.7

Loss on disposal of property, plant and equipment 0.1 — —

Loss on disposal of business — — 1.0

Asset impairment charges and non-cash restructuring charges 2.8 15.9 —

Gain on disposal of held for sale assets (6.1) — —

Loss on held for sale asset group 9.8 — —

Defined benefit pension (credit) / charge (1.0) 7.9 0.1

Defined benefit pension contributions — (2.3) (0.4)

Changes in assets and liabilities

Accounts and notes receivable (4.3) 17.5 (25.3)

Current assets held-for-sale (4.7) 1.0 (3.3)

Other current assets 1.5 (1.5) —

Prepayments and accrued income 1.1 (0.9) (1.9)

Accrued liabilities 4.6 (9.2) 2.4

Current liabilities held-for-sale 5.7 0.5 0.9

Other current liabilities 6.8 (4.3) (8.8)

Other non-current assets and liabilities (2.5) (12.0) (6.9)

Net cash provided by operating activities - continuing 51.1 26.2 15.8

Net cash provided by operating activities - discontinued — 0.1 0.1

Net cash provided by operating activities 51.1 26.3 15.9

Investing activities

Capital expenditures (10.3) (9.4) (8.3)

Purchase of intangible assets (0.4) — —

Proceeds from sale of property, plant and equipment — — 3.7

Proceeds from disposal of assets held for sale 7.3 — —

Settlements from sale of businesses — — (1.0)

Net cash used for investing activities - continuing (3.4) (9.4) (5.6)

Net cash used for investing activities - discontinued — (0.1) (0.1)

Net cash used for investing activities (3.4) (9.5) (5.7)

Financing activities

Repayment of loan notes — (25.0) —

(Repayment) / drawdown of bank overdraft (1.5) 4.6 —

Net (repayment) / drawdown of long-term borrowings (25.7) 10.2 24.8

Debt issuance costs — (0.2) —

Share-based compensation cash paid (0.5) (0.4) (1.4)

Repurchase of deferred shares — — (0.1)

Repurchase of ordinary shares (2.3) (2.7) (11.1)

Net cash used for financing activities (44.0) (27.5) (2.0)

Effect of exchange rate changes on cash and cash equivalents — 0.4 (1.7)

Net increase / (decrease) 3.7 (10.3) 6.5

Cash, cash equivalents and restricted cash; beginning of year 2.6 12.9 6.4

Cash, cash equivalents and restricted cash; end of year $ 6.3 $ 2.6 $ 12.9

Supplemental cash flow information:

Interest payments $ 5.8 $ 6.1 $ 4.0

Income tax (receipts) / payments (1.2) 3.3 0.6

See accompanying notes to consolidated financial statements

LUXFER HOLDINGS PLC

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Net income for the year — — — — — — — 26.9 — 26.9

Other comprehensive loss, net of tax — — — — — — — — (4.4) (4.4)

Dividends declared and paid — — — — — — — (14.2) — (14.2)

Share-based compensation — — 2.5 — — — — — — 2.5

Repurchase of ordinary shares — — — (0.7) (11.1) — — — — (11.1)

Cancellation of ordinary shares — (149.9) 149.8 — — — — — — (0.1)

Net loss for the year — — — — — — — (1.9) — (1.9)

Other comprehensive income, net of tax — — — — — — — — 21.5 21.5

Dividends declared and paid — — — — — — — (14.0) — (14.0)

Share-based compensation — — 2.8 — — — — — — 2.8

Repurchase of ordinary shares — — — (0.2) (2.7) — — — — (2.7)

Net income for the year — — — — — — — 18.4 — 18.4

Other comprehensive income, net of tax — — — — — — — — 1.8 1.8

Dividends declared and paid — — — — — — — (14.0) — (14.0)

Share-based compensation charges — — 3.5 — — — — — — 3.5

Repurchase of ordinary shares — — — (0.2) (2.3) — — — — (2.3)

See accompanying notes to consolidated financial statements

LUXFER HOLDINGS PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

Business description

Luxfer Holdings PLC is a global industrial company innovating niche applications in materials engineering. Luxfer focuses on value creation by using its broad array of technical know-how and proprietary technologies to help create a safe, clean and energy-efficient world. Luxfer's high-performance materials, components and high-pressure gas containment devices are used in defense, first response and healthcare, transportation and general industrial applications. It comprises three reportable segments being Gas Cylinders, Elektron and Graphic Arts.

Principles of consolidation

The consolidated financial statements comprise the financial statements of Luxfer Holdings PLC and its subsidiaries (collectively "we," "our," "Luxfer" or "the Company" ) that we control. Investments in unconsolidated affiliates, where we have the ability to exercise significant influence over the operating and financial policies, are accounted for using the equity method. All inter-company balances and transactions, including unrealized profits arising from intra-company transactions, have been eliminated in full.

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and are presented in U.S. dollars ("USD"). The books of the Company's non-U.S. entities are converted to USD at each reporting period date in accordance with the accounting policy below. The functional currency of the holding company, Luxfer Holdings PLC, is USD and that of its U.K. subsidiaries is British pound sterling ("GBP"), being the most appropriate currency for those particular operations.

Discontinued operations

Certain amounts relating to our discontinued businesses are recorded within assets or liabilities held-for-sale on the consolidated balance sheets and within net loss / income from discontinued operations on the consolidated statements of income.

As a result of the Company’s strategic review process announced in October 2023, the Company concluded that its Graphic Arts business no longer aligns with the Company’s overall business and value proposition. In 2024, the Company initiated a sale process for its Graphic Arts business with the intention of divesting this business within the next twelve months.

In accordance with Accounting Standards Codification ("ASC") 205-20 and ASC 360-10, our Graphic Arts business is classified as held-for-sale at December 31, 2024, and disclosed within assets or liabilities held-for-sale on the consolidated balance sheets, however the business does not meet the criteria to be classified as a discontinued operation.

Fiscal year

Our fiscal year ends on December 31.

Use of estimates

The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes, disclosures of contingent assets and liabilities at the date of the financial statements and in the reported amounts of revenues and expenses during the reporting period. Significant estimates include our assessment of property, plant and equipment, right of use asset valuations and impairment, goodwill for impairment, loss contingencies, estimated realizable value on excess and obsolete inventory, estimated selling proceeds from assets held for sale, contingent liabilities, income taxes and pension benefits. Actual results could differ from our estimates.

1. Summary of Significant Accounting Policies (continued)

Goodwill and other identifiable intangible assets

Business combinations are accounted for using the purchase method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value, and the amount of any non-controlling interest in the acquiree. The measurement of non-controlling interest is at fair value and is determined on a transaction by transaction basis. Acquisition costs are expensed as incurred.

Goodwill represents the excess of the cost of acquired businesses over the net of the fair value of identifiable tangible net assets, identifiable intangible assets purchased, and liabilities assumed.

Goodwill is tested at least annually for impairment or more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill is tested for impairment by performing a qualitative evaluation which could then lead to a quantitative assessment. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. We may elect not to perform the qualitative assessment for some or all reporting units and only perform a quantitative impairment test.

On the last day of the third quarter in 2024, management carried out the qualitative review on all reporting units with a goodwill balance. No indicators of impairment were identified in these reporting units, therefore the Company concluded its review at this point and was not required to perform a quantitative review.

Other intangible assets are measured initially at cost, or, where acquired in a business combination, at fair value, and are amortized on a straight-line basis over their estimated useful lives, as shown in the table below.

Customer relationships 15 - 25 years

Technology and trading related 5 - 25 years

The carrying values are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. Reviews are made annually of the estimated remaining lives and residual values of the patents and trademarks.

Investments in affiliates

The company owns interest in the following affiliate:

Nikkei-MEL Co. Limited Japan Ordinary shares 50% Joint venture Equity method

1. Summary of Significant Accounting Policies (continued)

Property, plant and equipment, net

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment in value. Depreciation is calculated on a straight-line basis over the estimated useful life of the particular asset. The depreciation expense during 2024, 2023 and 2022 was $9.3 million, $11.9 million and $12.9 million, respectively. The estimated useful lives are summarized as follows:

Freehold buildings 10 - 33 years

Leasehold land and buildings The lesser of life of lease or freehold rate

Machinery and equipment 3 - 25 years

Including:

Chemical production plant and robotics 7 - 10 years

Other production machinery 5 - 10 years

Furniture, fittings, storage and equipment 3 - 10 years

Computer equipment 5 years

Freehold land is not depreciated.

Reviews are made annually of the estimated remaining lives and residual values of individual productive assets, taking account of commercial and technological obsolescence, as well as normal wear and tear.

We review the carrying value for any individual asset or asset group for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. If any such indication exists, and where the carrying value exceeds the estimated recoverable amount, the asset is written-down to its estimated recoverable amount. The assessment of possible impairment is based on our ability to recover the carrying value of the asset or asset group from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset or asset group, an impairment loss is recognized for the difference between estimated fair value and carrying value. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced for the cost to dispose of the assets.The measurement of impairment requires us to estimate future cash flows and the fair value of long-lived assets.

Impairments

The Company will recognize impairments in relation to property, plant and equipment, investments, goodwill, other identifiable intangible assets and other long-lived assets in accordance with the above policies. Impairments relating to restructuring activities, incurred to exit an activity or location, will be recorded within the restructuring line on the Statements of Income. Other impairments will be recorded within the impairment charges line on the Statements of Income. Impairments related to discontinued operations will be recorded within the net loss from discontinued operations line on the Statements of Income.

During the Company's recently commenced strategic review, in December 2023, the Company determined that the Graphic Arts business no longer aligns with the overall Luxfer strategy and have initiated a process to divest the Graphic Arts business. As a result of such decision and its impact on the Company's hold period, a $12.7 million impairment charge has been recognized in 2023, disclosed as impairment charges in the consolidated statement of income, relating to right of use assets, $1.6 million and property, plant and equipment, $11.1 million, in our Graphic Arts segment. In 2024, the Company initiated a sale process for its Graphic Arts business with the intention of divesting this business. In accordance with ASC 205-20 and ASC 360-10, our Graphic Arts business is classified as held-for-sale at December 31, 2024, however the business does not meet the criteria to be classified as a discontinued operation. The Company recognized $9.8 million loss on the held-for-sale asset group within acquisition and disposal expense on the statement of income, in 2024, relating to the Graphic Arts' assets which have been revalued to the expected consideration the Company will receive, $7.5 million relating to inventory, and $2.3 million relating to right-of-use assets.

There was also $2.8 million and $3.2 million of asset impairments recognized within restructuring charges in 2024 and 2023 respectively predominantly relating to rationalization of our North American Gas Cylinders businesses.

Within discontinued operations in 2022, there was a $2.6 million impairment charge relating to the right of use asset previously held as a sublet to Neos International Limited, the right of use asset being building leases retained on sale of Superform U.K. In 2024 and 2023, the Company recognized a disposal-related credit within discontinued operations of $0.4 million and $0.2 million, respectively, in relation to the previously impaired asset.

1. Summary of Significant Accounting Policies (continued)

Revenue recognition

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The majority of the Company’s contracts have a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. There is no variable consideration or obligations for returns, refunds, or other related obligations in the Company’s contracts.

Payment terms and conditions vary by contract type and may include a requirement of payment in advance. In general, our payment terms are 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined its contracts do not include a significant financing component.

The Company’s revenue is primarily derived from the following sources and are recognized when or as the Company satisfies a performance obligation by transferring a good or service to a customer:

Product revenues

We recognize revenue when it is realized or realizable and has been earned. Revenue is recognized when the following are met: (i) persuasive evidence of an arrangement exists; (ii) shipment or delivery has occurred (depending on the terms of the sale), which is when the transfer of product or control occurs; (iii) our price to the buyer is fixed or determinable; and (iv) the ability to collect is reasonably assured.

Royalties

Royalty revenue is recognized on an accrual basis in accordance with the substance of the relevant agreements, provided that it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably.

Practical Expedients

The Company applies the practical expedient and does not disclose information about remaining performance obligations for contracts that have original expected durations of one year or less.

Cash, Cash Equivalents and Restricted Cash

We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Restricted cash is recognized separately in the Consolidated Balance Sheets. Restricted cash balances were $2.2 million at December 31, 2024, and $0.3 million at December 31, 2023. The amounts held in escrow were held in relation to the closure of Luxfer Gas Cylinders France, a payment received for a historic doubtful debt in our Elektron division and workers' compensation insurance.

Inventories

Inventories are stated at the lower of cost or net realizable value. Raw materials are valued on a first-in, first-out basis. Strategic purchases of inventories in order to secure supply and reduce the impact of price volatility on the cost of inventories are valued on a weighted-average cost basis. Work in progress and finished goods costs comprise direct materials including, where applicable, direct labor costs, an apportionment of production overheads and any other costs that have been incurred in bringing the inventories to their present location and condition. Inventories are reviewed on a regular basis, and we make allowance for excess or obsolete inventories and write-down to net realizable value based primarily on committed sales prices and our estimates of expected and future product demand and related pricing.

Research and Development

Included within research and development costs are directly attributable salaries, materials and consumables, as well as third-party contractor fees and research costs. These costs are expensed as incurred.

1. Summary of Significant Accounting Policies (continued)

Foreign currencies

Transactions in currencies other than an operation's functional currency are initially recorded in the functional currency at the rate of exchange prevailing on the dates of transactions. At each balance sheet date, the foreign currency monetary assets and liabilities of each operation are translated into the functional currency of that operation at the rates prevailing on the balance sheet date.

All differences are taken to the consolidated statement of income, with the exception of differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity. These differences on foreign currency borrowings are taken directly to equity until the disposal of the net investment, at which time they are recognized in the consolidated statement of income. Tax charges and credits attributable to exchange differences on those borrowings are also included in equity.

On consolidation, the assets and liabilities of the Company's foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period. Exchange differences that arise, if any, are included in Accumulated other comprehensive income (“AOCI”), a separate component of equity. Such translation differences are recognized in the consolidated statements of income in the period in which the Company either loses control of the operation or liquidation occurs.

During 2024, the average USD/GBP sterling exchange rate was £0.7821 compared to the 2023 average of £0.8032. This change resulted in a positive impact of $3.7 million on revenue and $0.3 million on operating income. Based on the 2024 level of revenue and income, a weakening in GBP sterling leading to a £0.05 increase in the USD/GBP sterling exchange rate would result in a decrease of $7.6 million in revenue and a decrease of $0.7 million in operating net income.

Income taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. When the Company does not believe that, on the basis of available information, it is more likely than not that deferred tax assets will be fully recovered, it recognizes a valuation allowance against its deferred tax assets to reduce the deferred tax assets to the amount more likely than not to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactments date.

Furthermore, a tax benefit from a tax position may be recognized in the financial statements only if it is more-likely-than-not that the position is sustainable, based solely on its technical merits and consideration of the relevant tax authority’s widely understood administrative practices and precedents. The tax benefit recognized, when the likelihood of realization is more likely-than-not (i.e. greater than 50 percent), is measured at the largest amount that is greater than 50 percent likely of being realized upon settlement.

1. Summary of Significant Accounting Policies (continued)

Employee benefit plans

The Company operates funded defined benefit pension plans in the U.K., the U.S. and France. The levels of funding are determined by periodic actuarial valuations that take into account changes in actuarial assumptions, including discount rates and expected returns on plan assets. The assets of the plans are generally held in separate Trustee-administered funds. The Company also operates defined contribution plans in the U.K., the U.S., Australia and Canada.

Actuarial assumptions are updated annually and are disclosed in Note 15. We recognize changes in the fair value of plan assets and net actuarial gains or losses for pension and other post-retirement benefits annually in the fourth quarter each year (“mark-to-market adjustment”) and, if applicable, in any quarter in which an interim remeasurement is triggered. Net actuarial gains and losses occur when the actual experience differs from any of the various assumptions used to value our pension and other post-retirement plans or when assumptions change, as they may each year. The remaining components of pension expense, including service and interest costs and estimated return on plan assets, are recorded on a quarterly basis.

Payments to defined contribution plans are charged as an expense as they fall due.

Commitments and contingencies

Loss contingencies are recognized when the Company has a present obligation as a result of a past event, it is probable that a transfer of resources will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

In January 2025, a final settlement was agreed on the previously disclosed legal matter (see Note 22) and was covered in full by insurance with payment made in February 2025. The Company recognized a gain contingency related to the insurance payout receivable in connection with the case. Based on the terms of the insurance policy and communications with the insurer, management determined that the receipt of the claim proceeds was virtually certain and therefore recognized an asset in other receivables as of December 31, 2024, with a corresponding liability recorded in other current liabilities.

Share-based compensation

We account for share-based compensation awards on a fair value basis at the grant date. The estimated grant date fair value of each option award is recognized in income on an accelerated basis over the requisite service period (generally the vesting period). The estimated fair value of each option award is calculated using either the Black-Scholes option-pricing model or a Monte-Carlo simulation, both of which are subjective and involve the application of significant estimates and assumptions, including the expected term of the award, implied volatility, expected dividend yield and the risk-free interest rate. Restricted share awards and units are recorded as compensation cost on an accelerated basis over the requisite service periods based on the market value on the date of the grant.

Performance share units ("PSU") are stock awards where the ultimate number of shares issued will be contingent on the Company's performance against certain financial performance targets. The fair value of each PSU is based on the market value on the date of grant. We recognize expense based upon the fair value of the awards on the grant date and the estimated vesting of the PSUs granted. The estimated vesting of the PSUs is based on the probability of achieving certain financial performance thresholds over the specified performance period.

Trade receivables and concentration of credit risk

The Company is exposed to credit losses primarily through sales of products. The Company’s expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers' trade accounts receivables. Due to the short-term nature of such receivables, the estimate of accounts receivable amounts that may not be collected is based on aging of the accounts receivable balances and the financial condition of customers. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default.

Estimates are used to determine the allowance. It is based on assessment of anticipated receipts and all other historical, current and future information that is reasonably available.

We are exposed to credit risk in the event of nonpayment by customers. However, we mitigate our exposure to credit risk by performing ongoing credit evaluations. No individual customer represented more than 10% of our revenue or accounts receivable. The concentration of credit risks from financial instruments related to the markets we serve is not expected to have a material adverse effect on our consolidated financial position, cash flows or future results of operations.

1. Summary of Significant Accounting Policies (continued)

Derivative financial instruments

We recognize all derivatives as either assets or liabilities (within accounts and other receivables or other current liabilities) at fair value in our Consolidated Balance Sheets. Any changes in fair value are reported in the income statement immediately in cost of sales. We use derivative instruments for the purpose of hedging commodity price risk and currency exposures, which exist as part of ongoing business operations.

New accounting standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting”, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures regarding significant expenses. We have adopted the disclosure requirements and the guidance was applied retrospectively to all periods presented related to the required disclosures but otherwise did not affect our consolidated financial statements.

Accounting standards which have been early adopted

None

Accounting standards issued but not yet effective

On November 4, 2024, the FASB issued ASU 2024-03, which requires disaggregated disclosure of income statement expenses for public business entities ("PBEs"). ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures”, which requires new and enhanced disclosures primarily related to income taxes paid and the effective tax rate reconciliation. We will adopt the standard beginning with our annual reporting for the year ending December 31, 2025.

2. Revenue

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LXFR · 10-K · period ended 2024-12-31

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

Item 7A. Quantitative and qualitative disclosures about market risk

Item 8. Financial Statements and Supplementary Data

LXFR US Equity☆

LXFR · 10-K · period ended 2024-12-31

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

Item 7A. Quantitative and qualitative disclosures about market risk

Item 8. Financial Statements and Supplementary Data

LXFR US Equity