2nd Quarter & Interims-Part 2

British American Tobacco PLC 1 August 2000 Part 2 ACCOUNTING POLICIES AND BASIS OF PREPARATION 16. The financial statements comprise the unaudited results for the six months ended 30 June 2000 and 30 June 1999 and the audited results for the twelve months ended 31 December 1999. The unaudited Group results have been prepared under the historical cost convention and in accordance with applicable accounting standards using the accounting policies set out in the Report and Accounts for the year ended 31 December 1999. As described below, during the six months a transaction was completed whereby the holding in Imasco, an associated company in Canada, was effectively replaced by shares in a wholly-owned subsidiary comprising only the tobacco interests of Imasco. When an associate becomes a subsidiary the method for calculating goodwill differs between the Companies Act 1985 and FRS2. In order to give a 'true and fair' view, the Group has complied with FRS2 in arriving at the figures shown below. If the Act had been followed the goodwill arising on acquisition would have been some £1.65 billion lower, as it would have been net of the revaluation surpluses on the disposed businesses and the share of accumulated profits while Imasco had been an associated company. Following this change the results of the Canadian operations are included within the America-Pacific region in the segmental analyses and the comparative information has been restated accordingly. Previously the results of Imasco as an associate were shown as a separate segment. The acquisition of Rothmans was completed on 7 June 1999 and the results for the year ended 31 December 1999 included a contribution reflecting their consolidation for seven months. As described in the interim report to 30 June 1999, the comparative six months ended 30 June 1999 did not include any contribution from the Rothmans businesses. However, the shares issued for the acquisition were included in shareholders equity and, together with associated costs, Rothmans was shown as a separate asset in the balance sheet as at 30 June 1999. As a result of a reorganisation following the acquisition of Rothmans, profit from the manufacturing operations located in Southampton in the UK is included within the Europe region with effect from 1 January 2000. Previously it was included in Asia- Pacific and the comparative information in the segmental analyses has been restated accordingly. CHANGES IN THE GROUP 17. Following the agreement with Imasco, the acquisition of the shares of that company not already owned by the Group, representing approximately 58 per cent of its shares, was completed on 1 February 2000. This was followed immediately by the completion of the sale of Imasco's CT Financial Services Inc. business and Imasco's retailing business, Shopper's Drug Mart. The results of Genstar, Imasco's land development company, have not been consolidated given the intended disposal. In June 2000 the US operations of Genstar were sold for US$223 million, while the sale process for the Canadian operations continues. Consequently, the results from Canada for the 6 months ended 30 June 2000 comprise the Group's share of the results of its associate for January and the consolidated results of Imperial Tobacco for the five months to 30 June 2000. The results in the comparative periods represent the Group's share of the results of its associate company Imasco over those periods. During the six months, Imasco's discontinued non-tobacco operations contributed £110 million of turnover and £16 million of profit, while for the period the tobacco operations were a wholly-owned subsidiary they contributed £329 million of turnover and £142 million of profit before goodwill amortisation. In 1999 the discontinued non-tobacco operations contributed £600 million of turnover and £68 million of profit for the six months and £1,286 million of turnover and £155 million of profit for the year. For the purpose of these results provisional figures have been included in respect of this transaction. The goodwill arising of £2,114 million will be amortised over a period of 20 years. The statement of total recognised gains and losses for the period includes £1,269 million principally in respect of the Group share of the surplus on revaluing Imasco's non- tobacco businesses prior to their disposal. As a result of this revaluation, the profit and loss account does not include any gain on these disposals. On 3 February 2000 the Group sold its entire shareholding in Rothmans Inc., Canada. As the intention to dispose of these operations was announced at the outset of the merger, the results and assets of that business were not consolidated. The investment was included as a current asset at net realisable value and therefore the sale did not generate a gain or loss in these results. Changes in the Group cont. 18. On 31 March 2000 the Group completed the purchase of S.C.A. Tobacco Corporation (SCAT), which distributes the Group's products in Japan. Consequently, its results are consolidated from 1 April 2000 and the amortisation relating to the provisional goodwill of £62 million commenced from that date. In accordance with the terms of the convertible redeemable preference shares, the holders of such shares gave notice of the redemption of 50 per cent of the preference shares, at a price of 575p per share. An amount of £695 million was paid on 7 June 2000 to the preference shareholders. FOREIGN CURRENCIES The results of overseas subsidiaries and associated undertakings have been translated to sterling as follows: Profit and loss and cash flow for the six months to 30 June 2000 at the average rates for that period. The comparatives for the six months to 30 June 1999 and the year to 31 December 1999 at the average rates for the year to 31 December 1999. Balance sheets have been translated at the relevant period end rate. For high inflation countries, the translation from local currencies to sterling makes allowance for the impact of inflation on the local currency results. The principal exchange rates used were as follows: Average Closing 2000 1999 30.6.00 30.6.99 31.12.99 US dollar 1.569 1.618 1.514 1.576 1.612 Canadian dollar 2.300 2.405 2.243 2.333 2.339 Deutschmark 3.196 2.971 3.089 2.990 3.145 Euro 1.634 1.519 1.580 1.529 1.608 EXCEPTIONAL ITEMS 19. As part of the SCAT acquisition, the Group reacquired cigarette stocks which had previously been sold to that business. A one-off accounting adjustment of £80 million is charged against Group operating profit for the six months to remove the gross contribution previously recognised by the Group on those cigarette sales. Integration costs are the costs incurred in integrating Rothmans into the British American Tobacco Group and the consequential restructuring of the enlarged Group. The Imasco restructuring costs relate to the Group's share of pre-tax cost to Imasco of buying out share options together with other employee deferred compensation and severance arrangements consequent upon a fundamental change of control. US tobacco settlement costs in 1999 are one-off settlement compliance costs and liquidated legal fees relating to the US cigarette companies' 1998 agreement with the Attorneys General in 46 US States to settle outstanding Medicaid recovery suits. Other settlement costs are charged as ongoing costs. GOODWILL AMORTISATION The goodwill amortisation charge has arisen from the Imasco transaction and the SCAT acquisition described above, together with the initial acquisition of Rothmans and subsequent local restructurings during the second half of 1999. SALE OF BRANDS This comprised the profit on the sale in 1999 of certain of British American Tobacco's brands in Australasia. The sale was required by regulatory authorities as a consequence of the restructuring of the businesses in those countries. NET INTEREST The net interest charge for the 6 months ended 30 June 1999 and the year ended 31 December 1999 included a benefit of £25 million, as the Group was able to recover interest on the amounts which formed the basis for the recovery of sales tax in Brazil in 1998, together with a gain of £9 million on the sale of investments. Net interest now includes Imperial Tobacco Canada Limited as a wholly-owned subsidiary for the five months to 30 June 2000, during which period it incurred a net interest charge of £20 million. However, the net interest charge for the half year has benefited from a £25 million gain on the cancellation of swap contracts. TAXATION 20. 6 months to 30.6.00 30.6.99 £m £m UK 12 21 Overseas 305 248 ---- ---- British American Tobacco and subsidiary undertakings 317 269 Share of associates and joint venture 4 61 ---- ---- 321 330 ==== ==== Effective tax rate 46.0% 50.1% ==== ==== The effective tax rate for the first half of 2000 was adversely affected by the goodwill amortisation arising mainly from the Rothmans and Imasco transactions, neither of which were in the comparable figures for 1999. It was also affected by the profit adjustment arising from the acquisition of SCAT. However, the effective tax rate in 1999 was affected by charges accrued in 1999 for certain of the US tobacco settlements not being relieved for tax until the following year. As future years were expected to show the same pattern for such payments and tax relief, under UK accounting standards there was a distortion to the tax rate shown in 1999. EARNINGS PER SHARE Basic earnings per share are based on the profit for the period attributable to ordinary shareholders and the average number of ordinary shares in issue during the period (excluding shares held by the Group's two Employee Share Ownership Trusts). For the calculation of diluted earnings per share the average number of shares reflects the potential dilution effect of the exercise of employee share options and from June 1999 the convertible redeemable preference shares. The earnings are correspondingly adjusted to the amount of earnings prior to charging dividends and the amortisation of discount on the convertible redeemable preference shares. Earnings per share cont. 21. The earnings have been affected by a number of exceptional items. To illustrate the impact of the principal distortions, as well as the effect of goodwill amortisation, adjusted diluted earnings per share are shown below: Diluted earnings per share 6 months to Year to 30.6.00 30.6.99 31.12.99 (pence) (pence) (pence) Unadjusted earnings per share 12.44 17.79 27.02 Effect of acquired stock 3.35 Effect of goodwill amortisation 7.54 7.82 Effect of US tobacco settlements 0.83 0.73 Effect of integration costs 1.17 11.27 Effect of Imasco restructuring costs 1.88 Effect of sales tax recovery (0.83) (0.63) Effect of sale of brands (2.53) Effect of US tobacco settlements on effective tax rate 7.05 8.65 ------ ------ ------ Adjusted earnings per share 26.38 24.84 52.33 ====== ====== ====== Similar types of adjustments would apply to basic earnings per share. For the six months to June 2000 basic earnings per share on an adjusted basis would be 27.83p (1999 25.08p) compared to unadjusted amounts of 12.36p (1999 17.96p). DIVIDENDS The Directors have declared an interim dividend out of the profit for the six months to 30 June 2000, for payment on 18 September, at the rate of 9p per share on both the ordinary and preference shares. This interim dividend amounts to £207 million. The comparative dividend for the six months to 30 June 1999 comprised a special interim dividend of 4p per share and an interim dividend of 4.3p per share. Valid transfers received by the Registrar of the Company up to 11 August 2000 will be in time to rank for payment of the interim dividend. The amortisation of discount on preference shares referred to on page 12 reflects the difference between the share price at the date of the Rothmans transaction and the redemption price, which is being amortised over the period to the redemption date. SEGMENTAL ANALYSES: ASSOCIATED COMPANIES AND JOINT VENTURE 22. 3 months to 6 months to Year to 30.6.00 30.6.99 30.6.00 30.6.99 31.12.99 £m £m £m £m £m Turnover excluding duty, excise and other taxes 68 125 Tobacco 286 386 824 186 Financial services 68 366 761 125 Other trading activities 42 234 525 ----- ----- ------ ------ ------ 68 436 396 986 2,110 ===== ===== ====== ====== ====== Operating profit 15 39 Tobacco 52 101 225 25 Financial services 12 49 103 9 Other trading activities 4 19 52 ----- ----- ------ ------ ------ 15 73 68 169 380 Imasco restructuring costs (67) ----- ----- ------ ------ ------ 15 73 1 169 380 ===== ===== ====== ====== ====== SHAREHOLDERS' FUNDS 30.6.00 31.12.99 £m £m Share capital 575 605 Share premium account 6 4 Merger reserves 4,600 4,726 Capital redemption reserve 30 Other reserves 502 503 Profit and loss account (187) (1,017) ------ ------ Total shareholders' funds 5,526 4,821 ====== ====== The reduction in the non-equity interest shown on page 13 reflects the redemption of 50 per cent of the convertible redeemable preference shares in June 2000. ****** Copies of this Report will be posted to shareholders and may also be obtained during normal business hours from the Company's Registered Office at Globe House, 4 Temple Place, London WC2R 2PG. Philip Cook Secretary
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