Elementis Regulatory News (ELM)

27 February 2018

ELEMENTIS plc

PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMBER 2017

A year of significant strategic and financial progress

Portfolio transformation delivering a more focused, higher quality business

SummitReheis integration complete creating a Personal Care business of scale

Reignite Growth strategy delivering results

· Revenue from continuing operations up 27% to $782.7m. Total revenue up 26% to $830.3m◊ with strong organic revenue growth of 11%*.

· Operating profit increased 7% from $85.1m to $91.4m, excluding impact from discontinued operations and adjusting items.

· Adjusted operating profit∆ up 32% to $128.1m◊ - growth across Specialties, Chromium and Surfactants. Profit after tax up 73% to $117.6m.

· Continued strong cash generation. Adjusted operating cash flow∆ up 12% to $107.1m◊.

· Portfolio transformation progressing to plan and creating a more focused, higher quality business:

- US Colourants disposal complete, site sale on track.

- Surfactants sale to complete before end Q1 18.

- SummitReheis integration complete, synergy expectation increased from $3m to $5m.

· Personal Care is now the largest profit contributor of the Group. New reporting structure to improve performance transparency of Personal Care, Coatings, Chromium and Energy.

· Ordinary dividend up 4% to 8.80c. New dividend policy - progressive, with cover of at least two times adjusted earnings and additional returns considered if leverage structurally below 1x.

· 2018 outlook promising - expect continued strategic momentum and further progress.

* Constant currency sales reflect prior year results translated at current year exchange rates

◊ Total operations (both continuing and discontinued)

† Restated - see note 9

∆ After adjusting items - see note 5 (finance report for operating cash flow)

Business segment highlights

· Strong sales growth in Specialty Products, up 33%* to $611.0m. 

- Personal Care sector sales up 186%* to $179.3m on existing business growth and SummitReheis contribution. Existing business sales up 23%* on continued geographic expansion and increased product penetration of unique hectorite based products.

- Coatings sector sales up 4%** to $372.9m with steady growth across all regions.

- Energy sector sales up 65%* to $58.8m on demand led recovery.

· Specialty Products operating profit up 28%†* to $109.0m driven by organic growth and integration of the SummitReheis business.

· Chromium resilient. Operating profit up 11% to $30.1m driven by strong sales growth with pricing actions to mitigate raw material increases.

US taxation

The change in US tax laws result in a 2017 tax credit of $51m (adjusting item) and should enable the group tax rate in the medium term to remain around 20%.

Paul Waterman, Chief Executive Officer of Elementis, said:

"In 2017 Elementis has delivered significant strategic and financial progress. Operating profit rose across all of our three business segments, with particularly strong performance in Personal Care where we continue to see high demand for our unique hectorite based products. Strong cash flow generation is a hallmark of Elementis and 2017 saw adjusted operating cash flow rise 12% to $107.1m◊.

In the first year of our Reignite Growth strategy we have strengthened the foundations of the organisation. The acquisition of SummitReheis, a leading supplier of specialty additives for the anti-perspirant market has created a Personal Care business that is now the biggest profit contributor at Elementis. Our portfolio transformation has advanced with the sale of our strategically disadvantaged US Colourants business and the recently announced sale of our Surfactants business. This generates cash, simplifies our supply chain and enables us to reallocate capital to higher margin growth opportunities.

There however remains a lot to do. In 2018 we will continue to reallocate resources to our best growth and productivity opportunities while further improving our cash flow profile. We have started the year positively and are focused on making further progress in 2018."

Further information

A presentation for investors and analysts will be held at 1030 GMT on 27 February 2018. The presentation will be webcast on http://www.elementisplc.com/. Conference call dial in details:

UK: 020 3936 2999 Other locations: +44 20 3936 2999 Participant Access Code: 53 76 11

Notes:

* Constant currency sales reflect prior year results translated at current year exchange rates

** Constant currency sales excluding US Colourants disposal

† Restated - see note 9

◊ Total operations (both continuing and discontinued)

Enquiries:

Elementis 020 7067 2994

James Curran, Investor Relations

Tulchan 020 7353 4200

Martin Robinson

David Allchurch

END

Chairman's statement

As I reflect on the first year following the launch of the new strategy to Reignite Growth at Elementis, I am pleased to report a year of strong strategic progress, solid earnings growth and good cash flow generation.

The acquisition of SummitReheis, disposal of the Surfactants business and far reaching supply chain initiatives are a few examples of the significant change taking place at Elementis.

I continue to be impressed by the commitment and hard work of all our employees. They are focused on enhancing our customers' product performance through the application of expertise and innovation. On behalf of the Board, I would like to thank the entire team at Elementis.

Financial Results

In 2017, revenue from continuing operations rose 27% to $782.7m and revenue from total operations, including the discontinued Surfactants business, increased 26% from $659.5m◊ to $830.3m◊. Operating profit for the year increased by 7% from $85.1m to $91.4m, however this excludes the impact from discontinued operations and adjusting items. Adjusted operating profit for the year grew 32% to $128.1m◊ compared to $97.0m◊† in 2016, and profit after tax grew 73% from $68.1m in 2016 to $117.6m in 2017, reflecting the contribution from the newly acquired SummitReheis business and underlying growth across all of our 3 business segments. Group adjusted diluted earnings per share rose 12% from 17.4 cents†◊ in 2016 to 19.5 cents◊.

Balance Sheet

Following the acquisition in March 2017 of SummitReheis for $362m, Elementis has moved from a net cash position of $77.5m at the end of 2016 to a net debt position of $291.1m at the end of 2017. One of the Group's core strengths is its cash flow generation and 2017 was no different, with adjusted operating cash flow of $107.1m◊, up 12% on prior year.

The IAS 19 deficit, on the Group's post retirement benefit plans, declined from $30.1m at the end of 2016 to $10.5m at the end of 2017. This was driven by the UK pension plan, which moved further into surplus. The scheme accounts for the majority of the Group's pension obligations.

Dividend policy

Under the dividend policy introduced in 2012, the Board undertook to pay approximately one third of earnings, after adjusting items, each year in a combination of interim and final dividends. In addition, a special dividend was paid each year of up to 50% of the net cash balance at the end of the year, provided there were no immediate investment plans for that cash.

Following the acquisition of SummitReheis in 2017, and the movement from a net cash to a net debt position, the Board has revised its dividend policy to reflect our view of the long term earnings and cash flow potential of the Group. Going forward:

· It is our intention to pay progressive ordinary dividends, normally with a dividend cover of at least two times adjusted earnings.

· The interim dividend paid each year will normally be one third of the prior full year dividend.

· We look to maintain balance sheet flexibility and strength in the context of the Company's investment plans. Taking that into account, when net debt is structurally below one times earnings (EBITDA) we will seek to make additional returns to shareholders.

This year the Board is recommending a total ordinary dividend of 8.80 cents per share (2016: 8.45 cents per share), reflecting its confidence in the Group's business model and ability to generate cash, the medium term prospects and the levels of investment required over the short to medium term to deliver the Reignite Growth strategy.

· The final dividend will be paid on 1 June 2018 in pounds sterling at an exchange rate of £1.00:$1.4035 (equivalent to a sterling amount of 4.3463 pence per share) to shareholders on the register at 4 May 2018.

· The Board declared an interim dividend at the time of the Interim Results announcement of 2.70 cents per share (2016: 2.70 cents).

Governance

In February 2017 and March 2017, the Board appointed Sandra Boss and Dorothee Deuring respectively as Non-Executive Directors. Their appointments have contributed strongly to the quality of Board discussions and, reflecting their areas of expertise, brought new insights and a diversity of perspective to the strategic conversations taking place. Andrew Christie resigned from the Board at the AGM in May 2017, having served for 9 years. I would like to thank Andrew for his contribution both as a Non-Executive Director and as Chairman of the Remuneration Committee. Steve Good has succeeded Andrew as the Remuneration Committee Chairman.

The interactions and communication flows between executives and Non-Executive Directors have been strong and as a result the new Board is well placed to challenge, guide and support the executives in the delivery of our Reignite Growth strategy.

The Board considers that it has applied fully all of the principles and provisions of the UK Corporate Governance Code during 2017. More information is provided in the Corporate Governance report.

In January 2018, we welcomed our new Company Secretary, Laura Higgins, replacing Wai Wong who has stepped down after 10 years service. Laura brings significant company secretarial experience to us gained from roles in UK and internationally quoted companies. I would personally like to thank Wai for his contribution and commitment over many years.

People

Ensuring that we have the right people and talent for the future needs of our business is critical to our continuing success. As a Board we spend considerable time on succession planning, and talent development across our business. Led by Paul Waterman, there have been extensive changes in the structure and composition of the Executive Leadership team and we now have a strong executive team in place to take the Reignite Growth strategy forward.

Outlook

The positive results and significant progress made by the Group in 2017, combined with a strong financial position, are strong evidence that the Group is adopting the right strategy and strengthening the foundations to Reignite Growth at Elementis.

Our priorities in 2018, the second year of the strategy, are to maintain this momentum. We have seen encouraging signs in 2017 and are confident of delivering continued progress in 2018.

Andrew Duff

Chairman

27 February 2018

† Restated - see note 9

◊ Total operations (both continuing and discontinued)

Chief Executive Officer's overview

In 2017, we have delivered profit growth across all 3 business segments and strong cash flow generation. In the first year of our Reignite Growth strategy implementation we have made material progress. There is still however a lot to do. We as a management team are convinced of Elementis' growth potential and look forward to maintaining the momentum in 2018.

Results

Looking back on 2017, I will start with the Group's financial performance. Revenue from continuing operations rose by 27% on the prior year from $616.6m to $782.7m, with strong organic growth and a first contribution from the recently acquired SummitReheis. Operating profit for the year increased by 7% from $85.1m to $91.4m, however this excludes the impact from discontinued operations and adjusting items. Group adjusted operating profit rose from $97.0m◊† to $128.1m◊ and profit after tax increased 73% to $117.6m. Group adjusted EPS increased from 17.4 cents† in 2016 to 19.5 cents◊.

A hallmark of Elementis is its strong cash generation and in 2017 we delivered adjusted operating cash flow of $107.1m. Following the acquisition of SummitReheis in March 2017 for $362m, Elementis moved from a net cash position of $77.5m in 2016 to a net debt position of $291.1m. The strong underlying cash generation of the Group combined with portfolio changes will enhance our future free cash flow and continue to strengthen our balance sheet.

Health and Safety

Safety remains our top priority and we take our responsibilities to our employees, customers, suppliers and visitors very seriously. While we continue to deliver safety performance that is amongst the industry leaders, we will not be satisfied until we achieve our goal of no one getting hurt while working at Elementis.

In 2017, we made several improvements to our health and safety programme. We established and communicated our 10 Life Saving Rules, upgraded our online health and safety training programme and implemented a safety recognition programme for recognising manufacturing locations that achieve significant milestones in safety performance. All these changes reflect our desire to reinforce safety as a value and to reduce or eliminate our workforce's exposure to occupational hazards.

Compliance and ethics

During 2017 we refreshed and relaunched our Code of Conduct (the Code). This reflects the spirt of the 5 key principles at Elementis.

· Behaving with honesty and integrity

· Following the letter and spirit of the law

· Treating each other fairly

· Acting in the best interest of Elementis

· Protecting Elementis' property and documents

The relaunch of the Code has been supported by new online training encompassing areas including fair dealing, confidentiality and privacy, insider trading and fair disclosure, bribery and other anti-corruption practices. All new employees are required to undertake training on the Code and refresher training is given to all employees periodically. This is supported by comprehensive whistleblowing procedures and an anti-retaliation policy. The Board and Executive Leadership team consider the Code to be critical to the Group's continuing success and in how it meets its corporate responsibilities.

People

Every person counts at Elementis. Enabling the organisation to operate efficiently is essential for successful execution of our Reignite Growth strategy. In 2017, we completed the implementation of global functions across the Group and invested in key leadership team capabilities required to deliver the strategy. I have taken the decision to create a global Coatings team that will be led by Luc van Ravenstein. This will enable Elementis to pursue growth opportunities in Coatings more quickly and in a more integrated way. In addition, Marci Brand will lead our Personal Care business. Marci is an experienced leader who has recently joined Elementis from BP.

After a career with Elementis spanning 40 years, Dennis Valentino, President Chromium, has announced he will retire at the beginning of July 2018. I would like to thank Dennis for the substantial contribution he has made to Elementis. His impact on the business will be long lasting. While we must say goodbye to Dennis, I am pleased to announce that Eric Waldmann has been appointed Vice President, Chromium and will join the Executive Leadership team. Eric is a proven leader who has deep experience in all aspects of our Chromium business.

Reignite Growth - Strategy Update

In November 2016, we launched our new strategy to Reignite Growth at Elementis. In the first year of our strategic implementation we have made significant progress against our four main strategic pillars.

† Restated - see note 9

◊ Total operations (both continuing and discontinued)

1) Pursue best growth opportunities

Key account management

Key account management is about accelerating and deepening how we work and grow with our most important global customers to become their chosen partner. In 2017 we implemented key account processes with our largest Personal Care, Coatings and Energy customers. These processes include online account management tools, relationship maps and account specific strategies linked to our new innovation pipeline process. As a consequence we have improved our dialogue with our key customers and are better placed to deliver Enhanced Performance Through Applied Innovation.

Personal Care global growth

In Personal Care we have a unique advantage by owning the only commercial grade hectorite mine in the world. Hectorite organoclay is all natural and pure white in colour, and is an important ingredient to give products the right viscosity.

In September 2017, we completed the Bentone® gel production capacity expansion at our Livingston site in Scotland. Combined with investment in our sales force this has supported the geographic expansion and product penetration of our unique hectorite based personal care products.

In March 2017, we completed the acquisition of SummitReheis, a global leader in the anti-perspirant actives sector. The integration of SummitReheis was completed in December 2017 and the acquisition is delivering a Personal Care business of scale with attractive growth opportunities.

Coatings Asia

In Asia, the opportunity is clear: expanding our Coatings presence, including building our decorative coatings activities in China and beyond. In 2017, we separated our organisation in Asia into two regions, India, Taiwan and South East Asia (ITSEA) and China and North Asia (CANA). This will allow us to build on our strong position in China whilst at the same time increase our presence and focus on the burgeoning economies in ITSEA. In September 2017 we appointed a new Managing Director of ITSEA who is located in Mumbai and leads our business development in this region.

2) Pursue supply chain transformation

Address disadvantaged assets

In March 2017 we announced the sale of our US Colourants business to Chromaflo Technologies and in December 2017 we agreed to sell the Surfactants business, including the Delden facility in Netherlands, to Kolb Distribution AG for EUR 39m. By exiting these strategically disadvantaged businesses we have generated cash, simplified our supply chain and are able to reallocate capital to higher margin growth opportunities.

In addition we have progressed the sale of the Jersey City land, the previous site of our US Colourants business, and are exploring strategic options for the Dental business that we acquired as part of SummitReheis.

Manufacturing productivity

Production within our network of assets is being optimised to improve efficiency and reduce cost. During the year we invested in the relocation of our flash dryer asset from St Louis to Charleston, a project with significant returns.

In 2017, we completed a working capital review and identified $18m of efficiencies to be achieved by the end of 2020. Implementation in 2018 onwards will see improved demand planning, consistent service level agreements, new inventory management tools and product rationalisation. As the project is rolled out we anticipate an improved underlying working capital performance.

Pursue procurement savings

In 2017, we have continued to focus on procurement savings by diversifying our raw material suppliers, looking at different geographies and lower cost suppliers. As at the end of 2017 just 25% of our raw material supplies were from single suppliers, compared to 36% at the end of 2016. This has helped mitigate cost increases and assure long term supply stability.

In addition we have taken steps to improve our logistics capabilities with investments in our own infrastructure and engagement with new third party logistics firms. This has improved service levels, data visibility and lowered costs.

3) Innovate for high margins and distinctiveness

Sustain innovation leadership

For our customers we deliver Enhanced Performance Through Applied Innovation. To sustain our innovation leadership position we made several changes in 2017 to how we operate.

Personal Care is now a material business for Elementis and as a result we have increased our resources in this area to support new product development. The acquisition of SummitReheis also brings a new, market leading technology and innovation opportunity to the business.

Implementation of a global Research and Development function, and alignment with key account initiatives, mean we are now better positioned to be innovation partners to customers.

In addition we have improved our decision making systems, implemented stage gate processes and installed a new pipeline management tool. These changes ensure that we focus on the most attractive and material innovation opportunities available to us.

Deliver new product pipeline

In 2017, we launched several new products. In Personal Care, our new multifunctional next generation Bentone® Luxe gel realised its first sales. This product combines emulsification with rheological control and opens up new opportunities for our Personal Care business. In Coatings, new acrylic thickeners for decorative applications are delivering cost effective performance to customers in emerging markets, and our organic thixotropes in Europe and North America continue to generate momentum, with sales growth of 13% in the year.

Our product pipeline is healthy with a range of active projects in late stage development, reflecting the variety of global customers' formulations and needs. We continue to expand the utilisation of our hectorite resources across Personal Care applications, including skin care, and leverage our technological capabilities from Coatings. In Coatings, trends such as the reduction of VOC content and emerging market functional requirements continue to shape our innovation pipeline.

4) Create a culture of high performance

Structure

In 2017 we completed the restructuring of our business from a divisional to a functional organisation. The implementation of global functions across the group means we are better aligned to support strategy execution.

Investment in capability is key to enable our Reignite Growth strategy. As part of this we have established a new global Coatings team, which will be led by Luc van Ravenstein. This will enable Elementis to pursue growth opportunities more quickly and in an integrated way.

We are moving towards a flatter and more transparent structure. Reflective of this we will introduce four clear reporting segments in 2018: Personal Care, Coatings, Chromium and Energy.

Process

During the year, we have implemented new performance management processes to ensure optimal resource allocation and strong execution.

The introduction of standardised management information across the business provides more robust performance review.

The implementation of workday®, a standardised and automated human resources system means we have the appropriate levels of employee management and evaluation tools within the organisation.

Quarterly key account management reviews and innovation pipeline reviews between the CEO, marketing and sales ensure that we, as an organisation are focusing on the most material and commercially relevant opportunities.

All of these process improvements mean we are creating a culture that focuses on transparency, delivery and, where necessary, timely interventions.

Outlook

In 2018 we will look to build on the momentum we've created. In terms of growth opportunities, we will continue to grow our Personal Care business via continued geographic expansion and deepened product penetration throughout our customer base. The Coatings team will prioritise growth initiatives at global key accounts and in key geographies such as China, South East Asia and Latin America. In addition, we expect solid performance from both the Chromium and the Energy businesses to continue through 2018. In the global supply chain we will continue to optimise our asset base, drive productivity improvements and pursue working capital efficiency. Our innovation pipeline is focused on material opportunities that address the formulation objectives of our customers and balances resources appropriately between new product opportunities in Personal Care and Coatings.

Summary

At Elementis we will maintain focus on actions that will create sustainable value over time. We start with an emphasis on safe, reliable operations that enable our employees to return home safe at the end of each day. Our code of conduct must be understood and followed by everyone to ensure we do what is right, all the time, and to create a place where people love to work. The Reignite Growth strategy is clear and we must ensure all our resources are allocated to the most compelling value creating opportunities and that our execution is excellent. We are fortunate to have a talented team of people who are dedicated to the success of Elementis and for that I am very grateful. 2017 was a good start, but there is much more to do in 2018 and beyond to realise our aspirations. We are excited about the future.

Paul Waterman

CEO

27th February 2018

Business Commentaries

Revenue

Adjusted operating profit

Δ after adjusting items - see note 5

† restated - see note 9

Specialty Products

In Specialty Products, revenue was $611.0m compared with $460.4m in the same period last year, representing an increase of 33% on a constant currency basis driven by strong organic growth and a first contribution from SummitReheis. Unless stated otherwise, the remainder of this commentary refers to constant currency movements.

· Excluding the impact of the US colourants business disposal, Coatings revenue rose 4% to $372.9m, with growth in all regions. Coatings America (excluding colourants) had a record revenue year and finished 7% above 2016 with strong performance in North America, and market share gains in Latin America, supported by the continued ramp up of our New Martinsville plant. Coatings Asia improved by 4% with solid growth in our largest market of China and improved demand in Australasia and South East Asia. In EMEA, Coatings finished up 2% with good performance in continental Europe. Across all regions (excluding colourants) our second half performance was much improved with 7% growth compared to 2% in the first half.

· In Personal Care, revenue rose by 186% to $179.3m, driven by our existing hectorite based operations and the initial contribution from SummitReheis. Our existing Personal Care business grew 23% in the period with rapid revenue growth in our Bentone® gel product range, strong performance in Asia and growth at our key global accounts. This was supported by the completion in September 2017 of the expansion of our Bentone® gel capacity in Livingston, Scotland. SummitReheis performance in the period was resilient with revenue of $102.0m as price increases were activated in response to raw material price inflation.

· In Energy, revenue rose by 65% to $58.8m due to a strong market recovery, geographic expansion of our customers and progress with our global key account. Sales were notably stronger in North America where shale activity levels and efficiency gains are encouraging.

Adjusted operating profit was $109.0m, compared with $81.6m† in the previous year, representing a 28% increase on a constant currency basis. Adjusted operating margin for the period was 17.8%, up on 17.7%† in the prior year, due to growth of our high margin Personal Care business and pricing actions taken in the period.

Chromium

Chromium revenue in 2017 was $186.7m compared to $168.8m in the previous year, an increase of 11% on a constant currency basis. As a result of improved macroeconomic fundamentals volumes rose 9% on 2016 with strong demand in both North America and the rest of the world. The business experienced an increase in demand in the following markets: North America refractory, North America pigments, Spanish tile and rest of the world metal finishing and timber treatment. In response to higher chrome ore prices, average selling prices in 2017 were higher than the previous year.

Adjusted operating profit rose by 11% to $30.1m with strong organic growth and stable contribution margins partially offset by unplanned maintenance costs at Corpus Christi and Castle Hayne facilities.

Surfactants

Revenue in 2017 rose 9% on a constant currency basis to $47.8m as a result of favourable sales achieved in the first six months of the year that did not sustain throughout the year. Volumes were 20% lower than 2016 due to the loss of a key customer in the second half of the year that significantly reduced capacity utilisation at the plant.

Operating performance rose from a loss of $0.6m in 2016 to a profit of $5.4m due to the increased sales performance in the first half of the year.

In December 2017 we agreed the sale of the Surfactants business, including the Delden facility, to Kolb Distribution AG ("Kolb") for a consideration of EUR 39m. In addition to all of the Surfactants products, the Delden facility also manufactures a range of products sold by the Specialty Products segment. As part of this transaction Elementis will enter into a long term supply agreement with Kolb for continued sourcing of a limited number of Coatings products. This will cost Elementis approximately $8m per annum.

† restated - see note 9

Finance report

Revenue

Operating profit

Δ after adjusting items - see note 5

† restated - see note 9

Group results

In 2017, revenue from continuing operations was 27% higher at $782.7m compared with $616.6m last year. Constant currency sales in our Specialty Products segment increased by 33%, with strong performances in Personal Care and Energy. Personal Care benefited from the first time contribution of SummitReheis and strong growth in our legacy operations, while Energy experienced a strong market recovery. Coatings achieved steady growth as constant currency sales grew 4% to $372.9m. In our Chromium segment, sales increased 11% as a consequence of global demand growth and price increases implemented in response to raw material cost increases.

Operating profit for the year increased by 7% from $85.1m to $91.4m, however this excludes the impact from discontinued operations and adjusting items. Adjusted operating profit for the year was $128.1m◊, compared to $97.0m◊ in 2016, an increase of 32%, or 27% excluding currency movements. Group adjusted operating margin increased from 14.7%◊† to 15.4%◊, due to growth in our high margin Personal Care sector and pricing actions taken in the period. Profit after tax rose from $68.1m in 2016 to $117.6m, driven by underlying earnings growth and a one off tax credit as result of changes to US tax legislation.

Adjusting items

A number of items have been recorded under 'adjusting items' in 2017 by virtue of their size and/or one time nature, in order to provide a better understanding of the Group's results. The net impact of these items on the Group profit before tax for the year is a charge of $30.9m◊ (2016: $17.0m†◊), of which $31.3m relate to continuing operations. The items fall into a number of categories, as summarised below.

Δ after adjusting items - see note 5

† restated - see note 9

◊ Total operations (both continuing and discontinued)

Restructuring

In 2017, restructuring costs relate to the IFRS2 cost of buyouts associated with the new CEO and CFO appointed in 2016.

Business transformation

During the year, the Group continued the business transformation started in 2016. Costs were incurred in 2017 in delivery of key account management and working capital improvement phases of the transformation. The costs of these exercises were $3.4m.

Environmental provisions

The Group's environmental provision is calculated on a discounted cash flow basis, reflecting the time period over which spending is estimated to take place. Assessments with our external advisors at the end of 2017 have resulted in a $2.1m provision increase. As these costs relate to non-operational facilities the costs associated are classed as adjusting items.

SummitReheis acquisition costs

In March 2017, the Group completed the acquisition of SummitReheis and as a consequence incurred acquisition related costs of $9.7m. These include financing costs, legal fees and retention incentives for key SummitReheis employees.

Uplift due to fair value of SummitReheis inventory

In accordance with IFRS 3, inventory held within SummitReheis was revalued to fair value on acquisition, representing an uplift of $4m over the book value. As all stock acquired with SummitReheis was sold by the year end, the additional expense recognised in cost of sales due to this fair value uplift has been classed as an adjusting item.

Sale of Colourants business and closure of Jersey City

In March 2017, Elementis disposed of its US Colourants business and closed the Jersey City site. The $2.5m profit on sale of the business and costs associated with the closure of the site are classed as adjusting item. The site is planned to be disposed of in 2018.

Release of legal provision

During 2017 the Group released $0.7m from a provision set up in 2015 relating to a regulatory case in Europe.

Disposal costs

In 2017, Elementis incurred a number of costs associated with the sale of the Delden facility and Surfactants business (planned for 2018). As the profit on sale of the assets and business will be treated as an adjusting item in 2018 the $2.5m◊ one-off associated costs are being classed similarly in 2017.

Amortisation of intangibles arising on acquisition

In previous years, Elementis has not adjusted operating profit for the amortisation of intangibles arising on acquisition. Following the acquisition of SummitReheis, the Directors reviewed this policy and concluded that excluding such a charge from the operating profit would provide readers of the accounts with a better understanding of the Group's results on its operating activities. As such, this charge of $11.8m is included within adjusting items.

Currency hedging

Although a large part of the Group's business is transacted in US dollars, the Group also transacts in other currencies, in particular euros, pounds sterling and Chinese renminbi. In order to reduce earnings volatility from these currency exposures, the Group takes out cash flow hedges each year where these are readily available. In 2017, overall currency movements were such that the net impact of these hedge transactions was a charge to operating profit of $0.3m (2016: loss of $5.0m).

Central costs

Central costs are those costs that are not identifiable as expenses of a particular business and comprise expenditures of the Board of Directors and corporate office. In 2017, central costs were $16.4m, up $5.3m on the previous year due to an increase in variable remuneration and investment in capability.

Other expenses

Other expenses are administration costs incurred and paid by the Group's pension schemes, which relate primarily to former employees of legacy businesses, and were $1.2m in 2017 compared to $1.4m in the previous year.

◊ Total operations (both continuing and discontinued)

Net finance costs

Net finance costs increased by $4.1m to $11.7m driven by increased net borrowing costs resulting from the acquisition of SummitReheis. Net borrowing costs include the cost of the debt used to finance the acquisition and amortised arrangement and commitment fees on unutilised borrowing facilities, as well as net interest on deposits and borrowings. Pension finance costs, which are a function of discount rates under IAS 19 and the value of the schemes' deficit or surplus positions, were broadly similar with the previous year at $1.1m (2016: $1.0m). The discount unwind on provisions relates to the annual time value of the Group's environmental provisions, which are calculated on a discounted basis and at $1.1m was $0.3m lower than the previous year, a result of the reduction at end 2016 of the discount rate used.

Taxation

Tax charge

† restated - see note 9

The tax charge on profits excluding discontinued operations represents an effective rate after adjusting items for the year ended 31 December 2017 of 20.5% (2016: 11.7%). The Group is international and has operations in several jurisdictions and benefits from cross border financing arrangements. Accordingly, tax charges of the Group in future periods will be affected by the profitability of operations in different jurisdictions, changes to tax rates and regulations in the jurisdictions within which the Group has operations, as well as the ongoing impact of the Group's funding arrangements. In 2017 the Group's tax rate was significantly impacted by the reduction in US tax rates as a result of the Tax and Jobs Act which made several major changes to the US tax code including a reduction in the US Federal tax rate to 21% from 35%. This change gave rise to a $51.0m tax adjusting item and should enable the group tax rate to remain around 20% in the medium term.

Earnings per share

Note 7 sets out a number of calculations of earnings per share. To better understand the underlying performance of the Group, earnings per share reported under IFRS is adjusted for items classified as adjusting and includes profits from both continuing and discontinued operations.

Diluted earnings per share, after adjusting items, was 19.5◊ cents compared to 17.4†◊ cents in the previous year. The year on year increase was a result of higher operating profit which more than offset the impact of a higher tax rate in the current year. Basic earnings per share before adjusting items were 25.4◊ cents compared to 14.7†◊ cents in 2016. Adjusting items reduced basic earnings per share by 5.6 cents in 2017 (increase by 2.9 cents in 2016). Adjusting items in 2017 are described earlier in this report.

Distributions to shareholders

During 2017 the Group paid a final dividend in respect of the year ended 31 December 2016 of 5.75 cents per share (2016: 5.75 cents) and a special dividend of 8.35 cents per share (2016: 8.00 cents). An interim dividend of 2.70 cents per share (2016: 2.70 cents) was paid on 29 September 2017 and the Board is recommending a final dividend of 6.10 cents per share which will be paid on 1st June 2018.

 † restated - see note 9

◊ Total operations (both continuing and discontinued)

Adjusted cash flowΔ◊

The adjusted cash flow is summarised below.

1 EBITDA - earnings before interest, tax, adjusting items, depreciation and amortisation

Δ after adjusting items - see note 5

◊ Total operations (both continuing and discontinued)

The Group delivered adjusted operating cash flow of $107.1m representing a 12% increase on 2016. This improved performance was driven by increased EBITDA partially offset by a reduced working capital inflow and higher capital expenditure. Working capital performance was a $0.4m inflow with an improved position in trade payables offset by deterioration in trade receivables and inventories. Capital expenditure of $41.6m in 2017 was $6.3m higher than in 2016 as the Group continued to invest in growth opportunities including our Bentone® gel capacity expansion in Scotland.

Free cash flow fell from $82.5m to $71.9m as a result of increased interest payments following the acquisition of SummitReheis for $362m. Pension payments increased from $4.7m in 2016 to $6.3m due to timing differences on payments made under the funding agreement concluded with the UK Trustees in 2015.

As a result of the SummitReheis acquisition in March 2017 the Group moved from a net cash position of $77.5m in 2016 to a net debt position of $291.1m at the end of 2017.

Balance sheet

Group equity increased by $75.2m in 2017 (2016: decrease of $26.7m). Intangible fixed assets increased by $357.3m with intangibles and goodwill associated with the SummitReheis contributing $159.1m and $203.0m respectively on acquisition. Working capital increased by $33.4m driven primarily by underlying growth of the business and the acquisition of SummitReheis. Net tax liabilities increased by $10.5m, as the tax charge on profits for the year after adjusting items and including discontinued operations of $23.4m and currency translation adjustments exceeded the actual cash tax paid. The additional tax liabilities arising on the acquisition in the year were largely offset by the reduction in US tax rates (which has been recorded as an adjusting item). Movements in provisions and retirement benefit obligations are discussed elsewhere in this report. The Group moved from a net cash to a net debt position as described in the previous section.

ROCE has fallen from 29% in 2016 to 22% in 2017 due to the increase in capital employed (excluding goodwill) arising on the acquisition of SummitReheisΔ.

The main dollar exchange rates relevant to the Group are set out below.

Provisions

The Group records a provision in the balance sheet when it has a present obligation as a result of past events, which is expected to result in an outflow of economic benefits in order to settle the obligation. The Group calculates provisions on a discounted basis. At the end of 2017, excluding provisions within liabilities classified as held for sale, the Group held provisions of $32.7m (2016: $39.2m), consisting of environmental provisions of $27.8m (2016: $31.4m), self insurance provisions of $2.2m (2016: $2.5m) and restructuring and other provisions of $2.7m (2016: $5.3m).

Within environmental provisions, which decreased by $3.6m in 2017, there was a $6.1m utlilsation in the year which more than offset the $2.3m provision increase. The self-insurance provision represents the Group's estimate of its liability arising from retained liabilities under the Group's insurance programme. Within the restructuring and other provisions categories, the $2.7m balance includes the remaining liability under a right of first refusal agreement, a provision for an ongoing regulatory case in Europe and future payments relating to reorganisation measures taken during 2016.

Pensions and other post retirement benefits

UK plan

The largest of the Group's retirement plans is the UK defined benefit pension scheme ('UK Scheme') which at the end of 2017 had a surplus, under IAS 19, of $21.9m (2016: $4.3m). The UK Scheme is relatively mature, with approximately two thirds of its gross liabilities represented by pensions in payment, and is closed to new members. Positive asset returns in the year of 6% (2016: 19%) partially offset the $18.4m financial cost of liabilities (2016: $24.2m) and other liability adjustments of $12.9m (2016: $110.8m) which arose due to lower discount rates based on real corporate bond yields. Company contributions of $7.3m reflect the funding agreement reached with the UK Trustees in 2015 following the September 2014 triennial valuation. The £5.2m contribution for 2017 under this agreement is currently not required to be paid. This is a result of the earlier than anticipated improvement in the funding status of the UK scheme.

US plans

In the US, the Group reports 2 post retirement plans under IAS 19: a defined benefit pension plan with a deficit value at the end of 2017 of $14.9m (2016: $23.1m), and a post retirement medical plan with a liability of $6.2m (2016: $6.3m). The US pension plan is smaller than the UK plan, in 2017 the overall deficit value of this plan reduced by $8.2m as the benefit of the improved asset returns of 16% (2016: improvement of 8%), actuarial gains from demographic assumption and employer contributions of $2.6m (2016: $2.2m) exceeded the financial cost of the liability for the year of $5.2m (2016: $5.4m) and actuarial increases on the liability of $5.5m (2016: $3.1m).

Other plans

Other liabilities at 31 December 2017 amounted to $11.3m (2016: $5.0m) and relate to pension arrangements for a relatively small number of employees in Germany, certain UK legacy benefits and 2 pension schemes acquired as part of the SummitReheis transaction.

Events after the balance sheet date

There were no significant events after the balance sheet date.

Consolidated income statement

for the year ended 31 December 2017

Consolidated statement of comprehensive income

for the year ended 31 December 2017

Consolidated balance sheet

as at 31 December 2017

Consolidated statement of changes in equity

for the year ended 31 December 2017

Consolidated cash flow statement for the year ended 31 December 2017

No cash or cash equivalents are included in assets held for sale.

Notes to the financial statements

1. Preparation of the preliminary announcement

The financial information in this statement does not constitute the Company's statutory accounts for the years ended 31 December 2017 or 2016 but is derived from those accounts. Statutory accounts for 2016 have been delivered to the Registrar of Companies, and those for 2017 will be delivered in due course. The auditor has reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498(2) or (3) of the Companies Act 2006.

This preliminary announcement was approved by the Board of Directors on 27 February 2018.

2. Basis of preparation

Elementis plc (the "Company") is incorporated in the UK. The information within this document has been prepared based on the Company's consolidated financial statements which are prepared in accordance with International Financial Reporting Standards as adopted by the EU (adopted IFRS) and consistent with the accounting policies as set out in the previous consolidated financial statements, with the exception of the restatement of the comparatives for the previous year for the change in treatment of the amortisation of intangibles arising on acquisition. See note 9.

The Group's financial statements have been prepared on the historical cost basis except that derivative financial instruments and financial instruments held for trading or available for sale are stated at their fair value. Non-current assets held for sale are stated at the lower of carrying amount and fair value less costs to sell. The preparation of financial statements requires the application of estimates and judgements that affect the reported amounts of assets and liabilities, revenues and costs and related disclosures at the balance sheet date. The accounting policies have been consistently applied across Group companies to all periods presented.

The Group and Company financial statements have been prepared on the going concern basis, as the directors are satisfied that the Group and Company have adequate resources to continue to operate for at least a period of 12 months from the date of approval of the financial statements. An explanation of the directors' assessment of using the going concern basis is given in the Directors' report in the Annual Report and Accounts 2017 which will be made available to shareholders on 21 March 2018.

Reporting currency

As a consequence of the majority of the Group's sales and earnings originating in US dollars or US dollar linked currencies, the Group has chosen the US dollar as its reporting currency. This aligns the Group's external reporting with the profile of the Group, as well as with internal management reporting.

3. Finance income

4. Finance costs

5. Adjusting items and alternative performance measures

A number of items have been recorded under 'adjusting items' in 2017 by virtue of their size and/or one time nature in, line with our accounting policy in Note 1, in order to provide a better understanding of the Group's results. The net impact of these items on the Group profit before tax for the year is a debit of $30.9m (2016: debit of $17.0 m). The items fall into a number of categories, as summarised below:

Restructuring - in 2016 this related to the appointment of a new CEO, CFO and costs associated with reorganising the management structure. In subsequent years, the cost relates to the IFRS2 cost of buyouts associated with the new CEO and CFO.

Business transformation - In 2016 a review to define the long term strategy and internal transformation necessary was performed by an external consultant. The costs incurred in 2017 relate to delivery of the Key Account Management, and Working Capital Improvement, phases of the transformation, following this strategic review.

Increase in environmental provisions due to additional remediation work identified- assessments at the end of both 2016 and 2017 have resulted in an increased provision required at a number of our legacy sites. As these costs relate to non-operational facilities the costs associated are classed as adjusting items.

Increase in environmental provisions due to change in discount rate - in 2016, the rate used to discount future liabilities relating to the environmental provisions was reduced from 4.5% to 2.5%. This resulted in an increase in the environmental provisions required. As the provisions relate to non-operational facilities the interest charge required was classed as an adjusting item. There has been no change in the discount rate for 2017.

SummitReheis acquisition costs - These are one-off costs associated with the acquisition of SummitReheis - primarily the write off of the set-up costs of the previous financing syndicate, now replaced by a new facility, bank and lawyers fees, and retention bonuses for SummitReheis employees.

Uplift due to fair value of SummitReheis inventory - In accordance with IFRS 3, inventory held within SummitReheis was revalued to fair value on acquisition, representing an uplift of $4m over the book value. As all stock acquired with SummitReheis was sold by the year end, the additional expense recognised in cost of sales due to this fair value uplift has been classed as an adjusting item.

Sale of Colourants business and closure of Jersey City site- In March 2017, Elementis disposed of its US Colourants business and closed the Jersey City site. The profit on sale of the business and costs associated with the closure of the site are classed as adjusting item. The site is planned to be disposed of in 2018.

Release of legal provision - During 2017 the Group released $0.7m from a provision set up in 2015 relating to a regulatory case in Europe.

Disposal costs- In 2017 Elementis incurred a number of costs associated with the sale of the Delden facility and Surfactants business (planned for 2018). As the profit on sale of the assets and business will be treated as an adjusting item in 2018 the one-off associated costs are being classed similarly in 2017.

Amortisation of intangibles arising on acquisition - In previous years, Elementis has not adjusted operating profit for the amortisation of intangibles arising on acquisition. Following the acquisition of SummitReheis, the Directors reviewed this policy and concluded that excluding such a charge from the operating profit would provide readers of the accounts with a better understanding of the Group's results on its operating activities and, as such, this charge is now included within adjusting items.

Tax on adjusting items - this is the net impact of tax relating to the adjusting items listed above.

Adjusting tax item (US tax reform) - Elementis has recognised a reduction in the net deferred tax liability arising from timing differences and US goodwill amortisation recognised in the US for tax purposes. Given the one-off nature of the reduction to future tax liabilities, this has been recognised as an adjusting item.

To support comparability with the financial statements as presented in 2017, the reconciliation to the adjusted consolidated income statement is shown below.

To support comparability with the financial statements as presented in 2016, a reconciliation from reported profit/(loss) before interest to adjusted profit before income tax by segment is shown below for each year.