Interim Results

British American Tobacco PLC 27 July 2004 INTERIM REPORT TO 30 JUNE 2004 27 July 2004 SUMMARY SIX MONTHS RESULTS 2004 2003 Change Operating profit pre-goodwill amortisation and exceptionals £1,346m £1,338m +1% Pre-tax profit £941m £755m +25% Adjusted earnings per share 33.91p 31.60p +7% Interim dividend per share 12.70p 11.80p +8% • Operating profit, excluding goodwill amortisation and exceptional items, was 1 per cent higher at £1,346 million, affected by the translation of results to sterling which strengthened against almost all currencies. At comparable rates of exchange, operating profit would have risen by 7 per cent. • Group volumes grew by 3 per cent to 396 billion, with overall volumes from the Group's global drive brands Kent, Pall Mall, Lucky Strike and Dunhill down 1 per cent. • Operating profit, after goodwill and exceptional items, was 25 per cent higher at £1,070 million, pre-tax profit was 25 per cent higher at £941 million and basic earnings per share were 22.56p (2003 11.92p) reflecting the higher exceptional costs of restructuring charged in 2003. • Adjusted diluted earnings per share at 33.91p were up 7 per cent, benefiting from the impact of the share buy-back programme and a lower effective tax rate. • The Board have declared an interim dividend of 12.70p to be paid on 15 September 2004, which represents an 8 per cent increase on last year. • The Chairman, Jan du Plessis, commented "For the year as a whole, the downtrading in Canada will significantly affect our results, while sterling has strengthened further against the US dollar since the end of June. We expect that these factors will negatively impact earnings in the second half. Shareholders should also note that there were some one- off tax benefits in 2003. However, the 8 per cent increase in the interim dividend signals the Board's confidence in the underlying strength of the business, while the expected completion of the Reynolds American transaction and our progress in China represent important steps in improving our long term prospects." ENQUIRIES: INVESTOR RELATIONS: PRESS OFFICE: Ralph Edmondson/ 020 7845 1180 David Betteridge/ 020 7845 2888 Rachael Cummins 020 7845 1519 Teresa La Thangue/ Ann Tradigo BRITISH AMERICAN TOBACCO p.l.c. INTERIM REPORT TO 30 JUNE 2004 INDEX PAGE Chairman's comments 2 Business review 5 Independent review report to British American Tobacco p.l.c. 11 Group results 12 Segmental analyses of turnover and profit 13 Statement of total recognised gains and losses 14 Interest of British American Tobacco's shareholders 14 Group balance sheet 15 Group cash flow statement 16 Notes to the Group cash flow statement 17 Accounting policies and basis of preparation 18 Convertible redeemable preference shares 18 Foreign currencies 18 Changes in the Group 19 Goodwill amortisation 20 Restructuring costs 20 Write down of loan to joint venture 20 Loss on disposal of subsidiaries 20 Net interest 21 Taxation 21 Earnings per share 21 Dividends 22 Share buy-back programme 22 Shareholders' funds 23 CHAIRMAN'S COMMENTS 2. British American Tobacco's operating profit, before exceptional items and goodwill amortisation, improved marginally to £1,346 million in the first six months. The results were adversely affected by the strength of sterling, particularly against the US dollar. At comparable rates of exchange, operating profit would have increased by 7 per cent reflecting the benefit of the ETI acquisition and good performances in Asia-Pacific and Africa and Middle East. Adjusted diluted earnings per share rose by 7 per cent to 33.91p, as a result of a lower effective tax rate and the share buy-back programme. We repurchased 34 million shares in the first half of the year at a cost of £280 million and at an average price of £8.23 per share. This brings the number of shares bought back since March 2003 to 140 million at a cost of almost £980 million. We remain committed to the share buy-back programme and intend to restart it following the announcement of these results, although we are aware of the importance of our credit rating. In addition, we may need to scale back the programme from time to time in the light of investment opportunities as and when they may arise. The Board has declared an interim dividend, to be paid on 15 September, of 12.7p per share, an increase of 8 per cent. Total Group volumes were ahead by 3 per cent to 396 billion, largely as a result of acquisitions, although organic growth more than made up for market declines in a number of important countries, such as France, Germany and Japan. These declines affected the performance of our global drive brands, Dunhill, Kent, Lucky Strike and Pall Mall, and their total sales were marginally lower. This is clearly disappointing but we still expect to achieve overall growth from the global drive brands for the year as a whole. For shareholders, the most significant development has been the receipt of the key regulatory approvals, especially from the Federal Trade Commission, for the proposed Reynolds American transaction. All that now remains is for R.J. Reynolds' shareholders to approve the proposal at their meeting on 28 July. The merger should then close on 31 July and, as a result, the Group will own a 42 per cent share in a much stronger and more sustainable business. Not only will our shareholding in the new company be valued transparently but Brown & Williamson will be indemnified for all existing and future litigation. Chairman's comments cont... 3. In Canada, the British Columbia Court of Appeal's decision to uphold a new statute that was enacted in order to enable the Province to bring an action for recoupment of healthcare costs, allegedly associated with the use of tobacco, is clearly a cause for concern. We expect to hear later this year whether the Supreme Court of Canada will take the appeal. More positively, we have recently published our third Social Report and, as was the case last year, we will be circulating an overview to shareholders along with these results. Our social reporting now covers 34 markets, representing two- thirds of our global sales volume. As a result, with UK listed companies starting to think about the Operating and Financial Reviews that they must publish from next year, we are, to some extent, well ahead of the new requirements. In terms of regulation, one of the issues currently receiving considerable attention is public smoking, largely as a result of the bans introduced in New York and in Ireland. It continues to be our view that claims of exposure to environmental tobacco smoke being shown to be a cause of chronic disease are simply not supported by the weight of epidemiological research over the last 20 years or so. Nevertheless, we entirely accept that many people dislike tobacco smoke accumulating in the air and, in our view, exposure to environmental tobacco smoke in public places should be reduced. This does not mean, however, that total bans are either proportionate or necessary because there are good solutions that banish the smoke but not the smoker. The provision of smoking and non-smoking areas or the installation of good ventilation systems should be more than capable of accommodating both non-smokers and smokers. Finally, this month, we have announced that the Central Government of China has approved a major strategic investment by the Group in China, which is the largest market in the world, with annual sales of around 1.8 trillion cigarettes. We have approval to build a new factory, with an eventual manufacturing capacity of 100 billion cigarettes, in a joint venture with our partners, China Eastern Investments, and to distribute and sell brands such as State Express 555 and Kent nationally. We are naturally aware of the questions being asked about the nature of the approval we have received and we would like to assure shareholders that we have, indeed, received approval from the highest levels of Government in China. While there are still some sizable hurdles to overcome, including agreeing the final location of the factory and our sales and distribution strategy, this is a significant milestone. Chairman's comments cont... 4. Although our progress is the result of a tremendous team effort over several years, I should like to pay particular tribute to the role of our previous Chairman, Martin Broughton, in enabling us to reach this point. The Group's results have been adversely affected by the strength of sterling and overall market declines in a number of key countries. For the year as a whole, the downtrading in Canada will significantly affect our results, while sterling has strengthened further against the US dollar since the end of June. We expect that these factors will negatively impact earnings in the second half. Shareholders should also note that there were some one-off tax benefits in 2003. However, the 8 per cent increase in the interim dividend signals the Board's confidence in the underlying strength of the business, while the expected completion of the Reynolds American transaction and our progress in China represent important steps in improving our long term prospects. Jan du Plessis 27 July 2004 BUSINESS REVIEW 5. Group operating profit, excluding goodwill amortisation and exceptional items set out on page 20, was 1 per cent higher at £1,346 million, despite some good underlying performances, as reported profits were affected by the translation of results to sterling which strengthened against almost all currencies. The growth in profit at comparable rates of exchange would have been 7 per cent. Group volumes grew by 3 per cent to 396 billion mainly due to the volumes from acquisitions, while there was some organic growth despite market declines in a number of important countries, such as France, Germany and Japan. Although there were good market share performances, the overall volumes from the four global drive brands Kent, Dunhill, Lucky Strike and Pall Mall, were disappointing with a decline of 1 per cent. Kent grew by 1 per cent as the outstanding performance in Russia and growth in Romania were almost offset by declines in Japan and Iran. In South Korea, Dunhill recovered from the first quarter competitor activities and resumed its good performance but, with lower volumes in Malaysia and a number of smaller markets, overall volumes declined by 3 per cent. Lucky Strike gained market share in its main markets of Japan and Germany but was affected by market size reductions and consequently volume was down by 4 per cent. Pall Mall maintained its growth with volumes up 3 per cent as Italy, the US, Russia and Germany reported good progress. Profit from the America-Pacific region was £388 million, down £86 million from the same period last year. Lower volumes in all the markets except South Korea, growth of the value-for- money segment in Canada, the absence of a £27 million one-off benefit in 2003 for the US and the adverse exchange impact on translation to sterling were the reasons for the reduced profits. Volumes in the region were down 6 per cent to 48 billion, mainly as a result of lower volumes in Canada and Japan. Imperial Tobacco Canada contributed £169 million of profit before restructuring costs, down £44 million from last year, due to lower volumes, the continued shift in sales mix and exchange rate movements partly offset by reduced operating costs. Although total industry volumes declined slightly, the value-for-money segment continued to grow strongly with much industry activity. In May, Imperial repositioned Matinee to compete more vigorously in this segment with encouraging initial signs. Imperial's market share was lower at 59 per cent with du Maurier and Player's, both premium brands, remaining the number one and two brand families in Canada. Business review cont... 6. Brown & Williamson's contribution from its US cigarette business was 13 per cent lower at £110 million reflecting adverse exchange rate movements and the non-recurrence of a gain on the settlement of certain disputed MSA payments. Excluding this gain, the increase at comparable rates of exchange would have been 23 per cent as a result of lower supply chain and marketing costs, partly reflecting one-off trade costs last year, which more than offset lower volumes and lower net pricing. Intense competition continued, but the strategic brands performed well with increased market shares for Pall Mall and Misty. These increases were offset by declines in non-strategic brands, mainly GPC, and Brown & Williamson's overall market share remained steady at 9.7 per cent compared to 9.8 per cent in 2003. The Group's overall market share in Japan was slightly higher as Lucky Strike and Kool continued to grow share. Volumes were, however, down as the overall market size continued to decline, leading to a lower profit contribution. In South Korea, Dunhill increased volumes despite competitor activities, although profit was similar to last year due to higher marketing investment. In Asia-Pacific, regional profit of £254 million was £26 million above last year with strong results in Australia, New Zealand, Malaysia, Pakistan, India and generally higher duty free sales. This performance was achieved despite the currency weaknesses in Malaysia and India. Regional volumes at 101 billion were 5 per cent up with increases in Pakistan, Bangladesh, India and Vietnam partially offset by lower sales in Indonesia and Malaysia. Australia and New Zealand continued to deliver strong profit growth through higher margins, volumes and market share. In Australia, the higher margins reflected lower costs and an improved sales mix, with Dunhill and Winfield increasing volumes and market share. Local currency profit in Malaysia was ahead of last year due to improved margins but volumes were lower as a result of reduced market share and timing of shipments in a very competitive environment. In South East Asia, Vietnam continued to deliver strong profit and volume growth. Profit and volumes in Indonesia were still under pressure due to the expansion of the low-price segment but Lucky Strike continued its strong growth. Business review cont... 7. Pakistan delivered strong profit and volume growth with continued good performances from Gold Flake and John Player Gold Leaf. In Bangladesh, volumes were higher but local currency profit was slightly lower due to higher marketing expenses. In Latin America, profit of £190 million declined by £26 million as the lower results from Brazil, Mexico, Chile and Central America more than offset the increases from Venezuela and Argentina. The contribution from the region was depressed by the general weakening of exchange rates against sterling. Volumes of 72 billion for the region were similar to last year as the increases in Venezuela, Chile and Central America and the impact of the acquisition in Peru were offset by declines in Brazil, Mexico and Argentina. Profit in Brazil was affected by lower cigarette and leaf volumes, as well as the depreciation of the real against sterling and higher marketing and other costs. The lower cigarette volumes were the result of excise driven price increases. In Mexico, profit was down mainly as a result of lower volumes, driven by the contraction of the market, and the devaluation of the currency. Competitor activities at the end of the quarter resulted in a decline in market share despite a strong performance from the Group's premium brands. Profit increased in Argentina with higher margins driven by both price increases and lower costs. However, the price increases resulted in a decline in volumes as a result of the growth of local manufacturers and the illegal market. In Chile, profit was slightly lower, affected by the timing of expenses. However, overall volumes were up, mainly driven by Belmont, reflecting the success in reducing illicit trade. Profit in Venezuela rose due to price increases, coupled with higher volumes, partly offset by the devaluation of the currency and the timing of expenses. Volume growth and higher market share were achieved mainly by the performance of Consul. In Central America, volumes were higher but profit was lower due to reduced margins and exchange rate movements. Total profit in Europe increased by £77 million to £339 million, mainly attributable to the acquisition of Ente Tabacchi Italiani S.p.A. (ETI) in Italy at the end of 2003. The region also benefited from cost savings following the closure and reorganisation of factories in the United Kingdom and Benelux, as well as strong growth from a number of businesses, although these benefits were offset by lower profits in France, Germany and Hungary. Total volume grew by 9 per cent, reaching 128 billion, primarily due to additional volume from newly acquired businesses in Italy and Serbia, and continued growth in Russia, which more than offset the market related declines in Germany, France, Hungary and the Netherlands. Business review cont... 8. In Italy, following the acquisition of ETI, the integration of the new business is going well. The total business in Italy contributed profit of around £86 million which is ahead of expectations. While there was an overall reduction in size of the Italian market, the Group's market share was 31.3 per cent with Pall Mall increasing its share from 6.1 per cent to 6.6 per cent. In Germany, Lucky Strike and Pall Mall continued to grow share, with total market share similar to last year. A 13 per cent decline of industry cigarette volumes, following the excise related price increases, led to a reduction of both volumes and profit. However, in this market the Group benefited from its strong presence in other tobacco products through its Smoking Tobacco and Cigars operations, so that total tobacco volumes in Germany were only down 7 per cent. Market share in France slightly increased with Lucky Strike growing share but profit and volumes were both down. These declines are mainly attributable to total market shipments contracting significantly after consecutive large excise increases in October 2003 and January 2004. In Switzerland, profit and volumes showed a small decline following the October excise increase. Higher market share was driven by Parisienne while Lucky Strike maintained its share. Lower overheads led to improved results in the Netherlands despite lower volumes, following a large excise increase in February, while higher margins contributed to profit growth in Belgium. Continued strong volume growth, higher market share and improved mix, led by a significant increase of Kent volumes, resulted in an excellent profit from Russia. Higher market share in Romania was driven by the growth of Kent, Pall Mall and Viceroy, and, coupled with improved margins, this led to a much better result. In Poland, profit growth was primarily a result of higher volumes and improved market share led by Golden American and Pall Mall, whereas lower volumes were behind a profit decline in Ukraine. In Hungary, despite an increase in market share, profit was significantly lower due to successive excise increases which led to a 22 per cent reduction in the total market size and a 15 per cent decline in Group volumes. The Smoking Tobacco and Cigars operations showed strong profit growth, led by the growth of volumes in all major product groups. Business review cont... 9. In the Africa and Middle East region, despite the continued investment in new markets, notably Turkey, and the difficulties in Zimbabwe, profit at £175 million was £17 million higher with a strong performance from South Africa. Volumes increased by 2 per cent to 47 billion mainly as a result of the strong growth in Nigeria, partly offset by declines in South Africa and Zimbabwe. Profit in South Africa improved strongly with higher margins and currency stability. Volumes were lower as the total market declined but Peter Stuyvesant, Rothmans and Dunhill made share gains, although overall market share was slightly down. In Equatorial Africa, volumes were lower than last year, principally reflecting the economic conditions in Kenya and Zimbabwe. Profit improved slightly as a result of cost savings in Kenya and improved leaf margins in Uganda. Volumes were higher in the West Africa area, attributable to the Nigerian market where improved distribution led to a 7 share point increase over last year to 72 per cent. Profit for the area was also ahead. In the Middle East & North Africa area, profit was slightly lower as a result of market entry costs in North Africa and higher brand support expenditure in the Middle East, largely offset by margin gains in Saudi Arabia. Volumes increased with good performances by Viceroy and Craven 'A' in Iraq, partly offset by volume declines in the Gulf and Iran. Non-trading items The above results were achieved before accounting for goodwill amortisation and exceptional items described on page 20. Cash flow The Group's net cash inflow from operating activities was £99 million higher at £1,328 million despite the impact of the strengthening of sterling against most currencies. This principally reflected more favourable working capital movements, partly as a result of the timing of cash flows. Capital expenditure and financial investment was £75 million lower at £93 million partly due to the expenditure in 2003 on the local manufacturing facilities in Nigeria and South Korea. With little change in the outflow for taxation and returns on investments and servicing of finance, this resulted in net cash generation up £158 million at £591 million. 10. Business review cont... While cash flows in respect of acquisitions less disposals were relatively small in 2004, the comparative period showed an outflow of £154 million principally due to the acquisition of the companies in Peru (see page 19). With equity dividends paid of £552 million (2003 £526 million), the Group's net cash inflow after dividends paid was £36 million compared to a net outflow in 2003 of £247 million. The cost of shares purchased for the buy-back programme was £280 million (2003 £316 million) and the net outflow for employee share schemes was £48 million (2003 £50 million). These, partly offset by the beneficial impact of exchange on net debt, resulted in the Group's net debt rising by £99 million for the six months to £5,318 million. The increase in net debt was reflected in cash, short term deposits and current investments £652 million lower at £1,739 million and debt decreasing by £553 million to £7,057 million. Group Cigarette Volumes 3 months to 6 months to Year to 30.6.04 30.6.03 30.6.04 30.6.03 31.12.03 bns bns bns bns bns 25.4 27.3 America-Pacific 47.7 51.0 102.9 51.1 47.6 Asia-Pacific 100.6 95.8 192.2 35.5 36.1 Latin America 72.2 72.4 149.6 66.7 64.7 Europe 127.7 116.7 249.0 24.7 23.1 Africa and Middle East 47.4 46.6 98.2 ----- ----- ----- ----- ----- 203.4 198.8 395.6 382.5 791.9 ===== ===== ===== ===== ===== INDEPENDENT REVIEW REPORT TO BRITISH AMERICAN TOBACCO p.l.c. 11. Introduction We have been instructed by the Company to review the financial information which comprises the Group results, the segmental analyses of turnover and profit, the statement of total recognised gains and losses, the interest of British American Tobacco's shareholders, the Group balance sheet, the Group cash flow statement and the related notes. We have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information. Directors' responsibilities The interim report, including the financial information contained therein, is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the interim report in accordance with the Listing Rules of the Financial Services Authority which require that the accounting policies and presentation applied to the interim figures should be consistent with those applied in preparing the preceding annual accounts except where any changes, and the reasons for them, are disclosed. Review work performed We conducted our review in accordance with guidance contained in Bulletin 1999/4 issued by the Auditing Practices Board for use in the United Kingdom. A review consists principally of making enquiries of Group management and applying analytical procedures to the financial information and underlying financial data and, based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed in accordance with United Kingdom Auditing Standards and therefore provides a lower level of assurance than an audit. Accordingly we do not express an audit opinion on the financial information. This report, including the conclusion, has been prepared for and only for the Company for the purpose of the Listing Rules of the Financial Services Authority and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Review conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months ended 30 June 2004. PricewaterhouseCoopers LLP Chartered Accountants 1 Embankment Place London WC2N 6RH 27 July 2004 GROUP RESULTS - unaudited 12. 3 months to 6 months to Year to 30.6.04 30.6.03 30.6.04 30.6.03 31.12.03 £m £m £m £m £m REVENUE 8,151 6,164 Subsidiary undertakings 15,625 11,663 24,151 Share of associates and 384 382 joint ventures 732 753 1,471 ----- ----- ------ ------ ------ 8,535 6,546 16,357 12,416 25,622 ===== ===== ====== ====== ====== PROFIT 516 301 Subsidiary undertakings 992 785 1,777 after charging: (118) (102) goodwill amortisation (235) (202) (405) (36) (281) restructuring costs (41) (281) (437) Share of associates and 40 34 joint ventures 78 70 75 after charging: write down of loan to joint venture (87) ----- ----- ------ ------ ------ 556 335 Total operating profit 1,070 855 1,852 Loss on disposal of subsidiaries (72) ----- ----- ------ ------ ------ Profit on ordinary 556 335 activities before interest 1,070 855 1,780 (66) (47) Net interest (129) (98) (209) Share of associates' and (1) joint ventures' net interest (2) (4) ----- ----- ------ ------ ------ 490 287 Profit before taxation 941 755 1,567 Taxation on ordinary (201) (205) activities (404) (400) (779) ----- ----- ------ ------ ------ 289 82 Profit after taxation 537 355 788 (34) (41) Minority interests (67) (78) (157) ----- ----- ------ ------ ------ 255 41 Profit for the period 470 277 631 ===== ===== ====== ====== ====== Earnings per share 12.22p 1.04p basic 22.56p 11.92p 26.93p ===== ===== ====== ====== ====== 11.85p 1.03p diluted - unadjusted 21.69p 11.82p 26.69p ===== ===== ====== ====== ====== 18.58p 16.92p diluted - adjusted 33.91p 31.60p 69.21p ===== ===== ====== ====== ====== 12.70p 11.80p Dividends per share 12.70p 11.80p 38.80p ===== ===== ====== ====== ====== See notes on pages 18 to 23. SEGMENTAL ANALYSES OF TURNOVER AND PROFIT - unaudited 13. 3 months to 6 months to Year to 30.6.04 30.6.03 30.6.04 30.6.03 31.12.03 £m £m £m £m £m Turnover excluding duty, excise and other taxes 769 903 America-Pacific 1,469 1,783 3,562 456 448 Asia-Pacific 870 868 1,765 307 339 Latin America 593 610 1,309 1,276 930 Europe 2,422 1,722 3,502 327 301 Africa and Middle East 626 603 1,289 ----- ----- ------ ------ ------ 3,135 2,921 5,980 5,586 11,427 ===== ===== ====== ====== ====== Operating profit 202 284 America-Pacific 388 474 995 131 109 Asia-Pacific 254 228 473 101 125 Latin America 190 216 440 188 126 Europe 339 262 536 88 74 Africa and Middle East 175 158 337 ----- ----- ------ ------ ------ 710 718 1,346 1,338 2,781 (118) (102) Goodwill amortisation (235) (202) (405) (36) (281) Restructuring costs (41) (281) (437) Write down of loan to joint venture (87) ----- ----- ------ ------ ------ 556 335 1,070 855 1,852 ===== ===== ====== ====== ====== Operating profit, before exceptional items and goodwill amortisation, restated at comparable rates of exchange 754 718 1,428 1,338 2,781 ===== ===== ====== ====== ====== Net turnover for the six months includes £438 million (2003 £439 million) in respect of associates and joint ventures. The net turnover analysis is based on external sales in each region. The figures for the six months ended 30 June 2004 and 30 June 2003 based on regional location of manufacture would not be materially different except for sales from Europe to Africa and Middle East and Asia-Pacific which amounted to £228 million and £67 million respectively (2003 £228 million and £56 million). In December 2003 the Group acquired ETI as described on page 19, which is being integrated with the Group's other Italian operations. In the first half of 2004, it is estimated that ETI contributed £701 million of turnover (of which £551 million is attributable to the distribution business of Etinera) and £71 million of operating profit to the Group results above. STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES - unaudited 14. 6 months to Year to 30.6.04 30.6.03 31.12.03 £m £m £m Profit for the period 470 277 631 Differences on exchange (113) 256 206 ------ ------ ------ Total recognised gains related to the period (below) 357 533 837 ====== ====== ====== INTEREST OF BRITISH AMERICAN TOBACCO'S SHAREHOLDERS - unaudited 6 months to Year to 30.6.04 30.6.03 31.12.03 Restated Restated £m £m £m Balance 1 January 4,483 5,185 5,185 Accounting policy changes (122) (107) (107) ------ ------ ------ 4,361 5,078 5,078 Total recognised gains related to the period (above) 357 533 837 Issue of shares - share options 3 4 5 Dividends and other appropriations: ordinary shares (271) (247) (799) convertible redeemable preference shares (14) (47) amortisation of discount on preference shares (8) (9) (18) Purchase of own shares (280) (316) (698) Consideration paid for purchase of own shares held in Employee Share Ownership Trusts (64) (58) (58) Consideration received on the exercise of options over own shares held in Employee Share Ownership Trusts 16 8 15 Credit in respect of employee share schemes 16 14 28 Other movements 8 9 18 ------ ------ ------ Balance at period end 4,138 5,002 4,361 ====== ====== ====== See notes on pages 18 to 23. GROUP BALANCE SHEET - unaudited 15. 30.6.04 30.6.03 31.12.03 Restated Restated £m £m £m Fixed assets Intangible assets 7,538 6,610 8,012 Tangible assets 2,439 2,396 2,578 Investments in associates and joint ventures 367 402 327 Other investments 380 397 396 ------ ------ ------ 10,724 9,805 11,313 ------ ------ ------ Current assets Stocks 2,606 2,674 2,582 Debtors 2,408 2,213 2,571 Current investments 73 177 108 Short term deposits and cash 1,666 1,191 2,283 ------ ------ ------ 6,753 6,255 7,544 ------ ------ ------ TOTAL ASSETS 17,477 16,060 18,857 ====== ====== ====== Capital and reserves Shareholders' funds: equity 4,138 4,201 3,551 non-equity 801 810 ------ ------ ------ 4,138 5,002 4,361 Minority shareholders' equity interest 213 223 225 ------ ------ ------ 4,351 5,225 4,586 ------ ------ ------ Other liabilities Provisions for liabilities and charges 1,409 1,524 1,541 Borrowings 7,057 5,464 7,610 Creditors 4,660 3,847 5,120 ------ ------ ------ 13,126 10,835 14,271 ------ ------ ------ TOTAL FUNDS EMPLOYED 17,477 16,060 18,857 ====== ====== ====== See notes on pages 18 to 23. GROUP CASH FLOW STATEMENT - unaudited 16. 6 months to Year to 30.6.04 30.6.03 31.12.03 Restated Restated £m £m £m Net operating cash flow from subsidiary undertakings (note 1) 1,328 1,228 3,067 Dividends from associates 1 46 ------ ------ ------ Net cash inflow from operating activities 1,328 1,229 3,113 Returns on investments and servicing of finance (249) (237) (424) Taxation (395) (391) (709) Capital expenditure and financial investment (93) (168) (422) ------ ------ ------ Net cash generation 591 433 1,558 Acquisitions less disposals (3) (154) (1,820) Equity dividends paid (552) (526) (773) ------ ------ ------ Cash flow before use of liquid resources and financing 36 (247) (1,035) Management of liquid resources 532 639 (303) Financing (note 2) (566) (376) 1,464 ------ ------ ------ Increase in cash in the period 2 16 126 ====== ====== ====== Reconciliation of net cash flow to movement in net debt (note 3) Increase in cash in the period 2 16 126 Decrease/(increase) in debt 241 14 (2,200) (Decrease)/increase in liquid resources (532) (639) 303 ------ ------ ------ Change in net debt resulting from cash flow (289) (609) (1,771) Net debt acquired on purchase of subsidiaries (35) Other changes 15 2 Differences on exchange 175 (110) (34) ------ ------ ------ Movement in net debt in the period (99) (717) (1,840) Net debt at 1 January (5,219) (3,379) (3,379) ------ ------ ------ Net debt at period end (5,318) (4,096) (5,219) ====== ====== ====== NOTES TO THE GROUP CASH FLOW STATEMENT 17. 6 months to Year to 30.6.04 30.6.03 31.12.03 Restated Restated 1) Net operating cash flow from £m £m £m subsidiary undertakings Operating profit 992 785 1,777 Depreciation 162 289 477 Goodwill amortisation 235 202 405 (Increase)/decrease in stocks (110) (15) 179 Decrease/(increase) in debtors 105 (104) (52) (Decrease)/increase in creditors (4) (61) 97 (Decrease)/increase in provisions (65) 113 157 Other 13 19 27 ------ ------ ------ Net operating cash flow from subsidiary undertakings 1,328 1,228 3,067 ====== ====== ====== 2) Financing Proceeds from issue of shares 3 4 5 Purchase of own shares (280) (316) (698) Employee share ownership trusts - purchase of own shares (64) (58) (58) - proceeds on exercise of options 16 8 15 (Decrease)/increase in debt (241) (14) 2,200 ------ ------ ------ (566) (376) 1,464 ====== ====== ====== Differences Cash Other on 1.1.04 flow changes exchange 30.6.04 3) Analysis of £m £m £m £m £m net debt Cash and bank balances 517 411 Overdrafts (172) (92) ------ ------ 345 2 (28) 319 Term borrowings (7,366) 229 (7) 245 (6,899) Finance lease obligations (72) 12 (9) 3 (66) Short term deposits 1,766 (498) 31 (44) 1,255 Current investments 108 (34) (1) 73 ------ ------ ------ ------ ------ (5,219) (289) 15 175 (5,318) ====== ====== ====== ====== ====== ACCOUNTING POLICIES AND BASIS OF PREPARATION 18. The financial statements comprise the unaudited results for the six months ended 30 June 2004 and 30 June 2003 and the audited results for the twelve months ended 31 December 2003. The unaudited Group results have been prepared under the historical cost convention and in accordance with applicable UK accounting standards using the accounting policies set out in the Report and Accounts for the year ended 31 December 2003, with the exception as described below. From 1 January 2004, the Group has amended its accounting for employee share schemes and Employee Share Ownership Trusts (ESOTs) in accordance with UITF abstracts 17 (as revised) and 38. As a result the cost of awards made under the share schemes is now calculated with reference to the fair value of the shares at the date of the award rather than the cost of the shares purchased by the Group. In addition, the net carrying value of shares held by the Group's ESOTs, previously shown as an asset in other investments in the balance sheet, is now deducted from shareholders' funds. The comparative figures for 2003 have been restated to reflect the impact of these changes. Consequently the interest of British American Tobacco's shareholders at 1 January 2003, 30 June 2003 and 31 December 2003, as published last year, has been reduced by £107 million, £143 million and £122 million respectively to reflect the deduction of the net carrying value of the shares from shareholders' funds. The Group cash flow statement has been restated to show the relevant cash flows in financing activities rather than capital expenditure and financial investment. The impact of the revision to UITF 17 on the charges in respect of the share scheme awards is not material. CONVERTIBLE REDEEMABLE PREFERENCE SHARES On 7 June 1999, the Company issued 241,734,651 convertible redeemable preference shares (CRPS) of 25p each to R&R Holdings SA as part consideration for the acquisition of the issued share capital of Rothmans International BV. Subsequently, in accordance with the terms of the CRPS, 50 per cent of the CRPS was redeemed for cash on 7 June 2000 and the remaining 50 per cent was converted into the same number of ordinary shares on 3 June 2004. 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 2004 at the average rates for that period. The comparatives for the six months to 30 June 2003 and the year to 31 December 2003 at the average rates for the year to 31 December 2003. Assets and liabilities have been translated at the relevant period end rates. Foreign currencies cont... 19. 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 -------------- --------------------------------------- 2004 2003 30.6.04 30.6.03 31.12.03 US dollar 1.822 1.635 1.814 1.650 1.790 Canadian dollar 2.439 2.288 2.431 2.242 2.313 Euro 1.485 1.445 1.491 1.437 1.419 South African rand 12.169 12.331 11.266 12.393 11.949 CHANGES IN THE GROUP On 4 April 2003, the Group announced that it had acquired controlling interests in a number of companies in Peru, including Peru's leading tobacco company Tabacalera Nacional S.A.A. With the aggregate consideration to the vendors of all the various shareholdings acquired of £146 million, the goodwill arising on these transactions is provisionally estimated at £123 million. It was announced on 4 August 2003 that the Group successfully bid for a 67.8 per cent holding in the Serbian tobacco company Duvanska Industrija Vranje. The Group's shareholding was subsequently increased to 78.8 per cent, which brought the total consideration to £43 million. The acquisition resulted in goodwill of £40 million. In addition, the Group has committed to invest £17 million in factory modernisation over two years and further amounts over five years on social programmes. On 23 December 2003, the Group completed the acquisition of Ente Tabacchi Italiani S.p.A. (ETI), Italy's state tobacco company, for €2.32 billion and the goodwill arising on this transaction is provisionally estimated at £1.6 billion. The Group announced on 27 October 2003 the agreement to combine Brown & Williamson's (B&W) US domestic businesses with R.J. Reynolds (RJR) under Reynolds American, a new holding company 58 per cent owned by RJR shareholders and 42 per cent by the Group, through B&W. The Group will also sell Lane to Reynolds American for US$400 million in cash. The proposed transaction has now received clearance from the US Federal Trade Commission and the US Internal Revenue Service. Completion of the deal is subject to approval by RJR shareholders at the end of July 2004. GOODWILL AMORTISATION 20. The amortisation charge of £235 million is in respect of goodwill which principally arose from the Rothmans transaction during 1999, the Imasco transaction during 2000 and the ETI transaction during 2003. The increase in the charge mainly reflects the impact of the acquisition of ETI at the end of December 2003. RESTRUCTURING COSTS During 2003, the Group commenced a detailed review of its manufacturing operations and organisational structure, including the initiative to reduce overheads and indirect costs. As a result, in the second quarter of 2003 the Group announced proposals to restructure the businesses in the UK and Canada. These proposals included the closure of the Darlington factory in the UK, with manufacturing consolidated in the larger Southampton plant, and a major restructuring of the business in Canada, including the closure of the Montreal factory with production transferred to other Canadian facilities, as well as the closure of the leaf threshing operations at Aylmer, Ontario. Manufacturing rationalisation continued in the second half of 2003, notably with the agreed closure plan for the Merksem factory in Belgium. In addition, there have been a number of changes to the organisational structure at all levels of the Group and a review of the supply chain is underway. The results for the six months to 30 June 2004 include a charge of £41 million in respect of the above and further restructurings in Europe, including a reorganisation of the Group's business in Germany. WRITE DOWN OF LOAN TO JOINT VENTURE The write down relates to the reduction in value of the convertible loan stock of British American Racing (Holdings) Ltd (BAR), as part of taking a controlling interest in that company. On 12 December 2003, the Group converted US$136 million of its convertible loan stock in BAR, raising its shareholding in BAR from 50 per cent to 89.7 per cent and changing the status of BAR from a joint venture to a subsidiary. No goodwill was created by this transaction. LOSS ON DISPOSAL OF SUBSIDIARIES On 29 September 2003, a subsidiary of the Group absolutely and irrevocably transferred to a newly created trust (the Trust) all of its rights, title and interest in and to 100 per cent of the issued and outstanding shares of The Flintkote Company (Flintkote) together with US$3 million in cash and did not receive any consideration in return. The Trust, administered by an independent trustee, was created for the management, conservation and eventual disposition of the assets transferred to the Trust and named a medical facility active in the research and treatment of asbestos-related diseases as ultimate beneficiary. The Group will have no continuing involvement in the Trust. Since by virtue of this arrangement Flintkote is no longer a Group subsidiary, the Group ceased to consolidate Flintkote effective 29 September 2003. The transfer resulted in a loss on disposal of £62 million before tax. Loss on disposal of subsidiary cont... 21. The loss on disposal of subsidiaries during 2003 also included a provision for losses on the announced sale of the Group's shareholding in a company in Myanmar. NET INTEREST Net interest rose by £29 million to £129 million due to the impact of the share buy-back programme and the cost of acquisitions, partly offset by the benefit from the Group's cash flow since 30 June 2003. TAXATION 6 months to 30.6.04 30.6.03 £m £m British American Tobacco p.l.c. and subsidiary undertakings - overseas 377 374 Share of associates and joint ventures 27 26 ---- ---- 404 400 ==== ==== Tax rate 42.9% 53.0% ==== ==== The tax rates for each period are adversely affected by goodwill amortisation and 2003 is also adversely affected by the impact of the restructuring costs. The underlying tax rate reflected in the adjusted earnings per share shown below was 34.1 per cent (2003 35.8 per cent) and the decrease reflects changes in the mix of profits. 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 the diluted earnings per share the average number of shares reflects the potential dilutive effect of employee share schemes and, for the comparative numbers, 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. For the six months to 30 June 2003 and the year to 31 December 2003, the convertible redeemable preference shares were not dilutive for the unadjusted earnings per share calculation and therefore the weighted average number of shares in issue is also adjusted. Earnings per share cont.... 22. The earnings have been distorted by exceptional items and goodwill amortisation. To illustrate the impact of these distortions, the adjusted diluted earnings per share are shown below: Diluted earnings per share 6 months to Year to 30.6.04 30.6.03 31.12.03 pence pence pence Unadjusted earnings per share 21.69 11.82 26.69 Convertible redeemable preference shares 0.39 1.47 Effect of goodwill amortisation 10.84 8.90 18.07 Effect of restructuring costs 1.38 10.49 15.71 Effect of write down of loan to joint venture 3.88 Effect of disposal of subsidiaries 3.39 ------ ------ ------ Adjusted earnings per share 33.91 31.60 69.21 ====== ====== ====== Similar types of adjustments would apply to basic earnings per share. For the six months to 30 June 2004 basic earnings per share on an adjusted basis would be 35.49p (2003 32.57p) compared to unadjusted amounts of 22.56p (2003 11.92p). DIVIDENDS The Directors have declared an interim dividend out of the profit for the six months to 30 June 2004, for payment on 15 September 2004, at the rate of 12.7p per share. This interim dividend amounts to £271 million. The comparative dividend for the six months to 30 June 2003 of 11.8p per share amounted to £261 million. Valid transfers received by the Registrar of the Company up to 6 August 2004 will be in time to rank for payment of the interim dividend. The amortisation of discount on preference shares referred to on page 14 reflects the difference between the share price at the date of the Rothmans transaction and the redemption price, which was being amortised over the period to the redemption date. SHARE BUY-BACK PROGRAMME The Group initiated an on-market share buy-back programme at the end of February 2003. During the six months to 30 June 2004, 34.0 million shares were bought at a cost of £279.8 million. During the year to 31 December 2003, 106.3 million shares were bought at a cost of £697.6 million. SHAREHOLDERS' FUNDS 23. 30.6.04 30.6.03 31.12.03 Restated Restated £m £m £m Share capital 541 564 550 Share premium account 36 33 33 Merger reserves 3,626 3,874 3,748 Capital redemption reserves 66 43 57 Other reserves 573 556 565 Profit and loss account (704) (68) (592) after deducting: cost of own shares held in Employee Share Ownership Trusts (204) (198) (187) ------ ------ ------ Total shareholders' funds 4,138 5,002 4,361 ====== ====== ====== ****** 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. Alan F Porter Secretary 27 July 2004 This information is provided by RNS The company news service from the London Stock Exchange
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