NOTE 4—GOODWILL

The following table summarizes the goodwill movement year on year:


	Six Months Ended June 30
(in millions)	2013			2012
At January 1:
Gross cost ⁽¹⁾	$	384.2		$	375.5
Accumulated impairment losses		(235.2	)		(234.0	)

Net book amount		149.0			141.5

Exchange effect		(0.1	)		(0.1	)
Adjustments to purchase price allocation		0.4			0.0
Impairment losses		(0.6	)		(0.6	)

At June 30:
Gross cost ⁽¹⁾		384.5			375.4
Accumulated impairment losses		(235.8	)		(234.6	)

Net book amount	$	148.7		$	140.8

(1)	Gross cost for 2013 and 2012 is net of $298.5 million of historical accumulated amortization.

Acquisitions

On December 24, 2012, the Company acquired 100% of the voting equity interests in Strata Control Services, Inc. (“Strata”), a private company based in Crowley, Louisiana. Strata is a leading supplier of mud and fluid loss solutions to oil and gas drilling operations, with annual sales in 2012 of approximately $20 million. Its products and services prevent the unnecessary loss of valuable materials into the formation matrix thereby lowering the cost of operations. We acquired Strata in order to build out our presence in the growing market that it serves.

Purchase price and fair values of assets acquired and liabilities assumed

The following table summarizes the calculation of the total purchase price and the allocation of the purchase price to the assets acquired and liabilities assumed. The purchase price allocation and related valuation process is complete and the fair values are as follows:


(in millions)	Strata
Other intangible assets	$	48.0
Goodwill		9.1
Other net assets		1.7

Purchase price, net of cash acquired	$	58.8

Strata, and the associated goodwill, is included within our Fuel Specialties segment for management and reporting purposes (see Note 5 for further information on the other intangible assets). The purchase price comprised of $53.1 million paid immediately on December 24, 2012, and $5.0 million payable in cash in 2015 contingent upon the achievement of certain pre-determined financial targets which we currently expect to be achieved. For accounting purposes only, we are required under GAAP, in accordance with our accounting policy, to discount this acquisition-related contingent consideration to its fair value of $4.5 million. In addition, if the pre-determined financial targets are achieved, we will in 2015 transfer 60,368 of Innospec common stock to Strata’s previous owner. The fair value of these contingently issuable shares at the acquisition date was $2.0 million which has been added to additional paid-in capital.

On April 19, 2013, $0.6 million was received in cash from Strata’s previous owner in respect of post-closing working capital adjustments, resulting in a reduction in other net assets and a corresponding reduction in the Strata acquisition purchase price. In addition, during the three months ended June 30, 2013, we finalized the calculations of fair values of assets acquired and liabilities assumed in the acquisition, resulting in a further $0.4 million reduction in other net assets and a corresponding increase in goodwill.