Wrap Text
Preliminary announcement – year ended 31 December 2014
British American Tobacco p.l.c.
Incorporated in England and Wales
(Registration number: 03407696)
Short name: BATS
Share code: BTI
ISIN number: GB0002875804
("British American Tobacco p.l.c." or "the Company")
26 February 2015
BRITISH AMERICAN TOBACCO p.l.c.
PRELIMINARY ANNOUNCEMENT – YEAR ENDED 31 DECEMBER 2014
STRONG PERFORMANCE IN A TOUGH ENVIRONMENT
KEY FINANCIALS 2014 2013 Change
Current Constant Current Constant
rates rates rates rates
Revenue GBP13,971m GBP15,682m GBP15,260m -8.4% +2.8%
Adjusted profit from operations* GBP5,403m GBP6,075m GBP5,820m -7.2% +4.4%
Profit from operations GBP4,546m GBP5,135m GBP5,526m -17.7% -7.1%
Adjusted diluted earnings per share* 208.1p 233.7p 216.6p -3.9% +7.9%
Basic earnings per share 167.1p 205.4p -18.6%
Dividends per share 148.1p 142.4p +4.0%
*The non-GAAP measures, including adjusting items and constant currencies, are set out on page 18.
FULL YEAR HIGHLIGHTS
- Group revenue was up by 2.8% at constant rates of exchange. Reported revenue was 8.4% lower, as a
result of adverse exchange rate movements.
- Adjusted Group profit from operations increased by 4.4% at constant rates of exchange and
decreased by 7.2% at current rates of exchange.
- Profit from operations, at current rates of exchange, was 17.7% lower at GBP4,546 million, impacted by
a non-tobacco litigation charge and adverse exchange movements on a translational and
transactional level.
- Operating margin, at current rates of exchange, grew by more than 50 basis points to 38.7%.
- Adjusted diluted earnings per share, at constant translational rates of exchange, were up by 7.9%,
driven mainly by the growth in adjusted profit from operations. At current rates, it was 3.9% lower at 208.1p.
- Basic earnings per share were 18.6% lower at 167.1p (2013: 205.4p).
- Group cigarette volume was 667 billion, a decline of 1.4% against an estimated industry decline of
2.5%. Total tobacco volume was 1.3% lower.
- Our Global Drive Brands had a very strong year growing volume by 5.8%, primarily driven by Dunhill,
Rothmans and Pall Mall.
- The Group intends to invest US$4.7 billion to maintain a 42% shareholding in the enlarged Reynolds
American Inc., after its proposed acquisition of Lorillard, which is contingent on regulatory approval.
- 23 million shares were bought back at a cost of GBP795 million, excluding transaction costs. Due to the
intended investment in Reynolds American Inc., the share buy-back programme was suspended from
30 July 2014.
- On 23 February 2015, the Group announced that it is evaluating a possible public tender offer to
acquire up to all of the 24.7% of Souza Cruz shares which it does not own.
- The Board has recommended a final dividend of 100.6p, taking the 2014 total dividend to 148.1p per
share, an increase of 4%, in line with the intention to grow dividends in real terms.
Richard Burrows, Chairman, commenting on the year ended 31 December 2014
"The Group continued to perform extremely well despite challenging trading conditions. We grew revenue
and profit at constant rates of exchange and we increased our market share. Although significant exchange
rate movements in many of our key currencies impacted our reported results, the underlying performance of
our business remains strong. The increase in our total dividend for 2014 to 148.1p reflects our commitment
to growing shareholder returns as well as our confidence in the strength of our business, our strategy and our
future."
CHIEF EXECUTIVE'S REVIEW
Our strategy is delivering
I am delighted with the excellent progress we have made in the four years since I became Chief Executive,
during which we have enhanced our strategy with a sharpened focus on the consumer. We have increased
our share of the global cigarette market in this period by 70 basis points and grown our Global Drive Brands
(GDBs) and share of key segments at an even faster rate, improving the underlying quality of our portfolio.
We are meeting consumer needs with differentiated products, including innovations which now make up
nearly 50% of our GDB volume.
Our focus on resource allocation is driving major investments in high growth markets, particularly in EEMEA
and Asia-Pacific regions, resulting in share growth in these markets. By supporting pricing with strong brands
and innovations, substantially reducing costs and improving productivity, we have increased our operating
margin by more than 520 basis points over four years. We are also making excellent progress towards our
goal to lead across the various next-generation product categories.
This performance shows that we have the right strategy for our business – it has served us well in a changing
and challenging market environment and it continued to deliver for our shareholders in 2014.
Another strong performance in 2014
Although currency movements significantly impacted our reported results for last year, at constant rates we
continued to grow revenue (+2.8%), adjusted profit from operations (+4.4%) and adjusted diluted earnings
per share (+7.9%). Excluding the transactional effect of foreign exchange, adjusted profit from operations
would have increased by an estimated further GBP90 million, or 1.5%.
Exchange rates continue to be volatile and in the current year, if rates were to stay where they are today, we
would face a substantially larger transactional exchange headwind. This would impact our constant currency
performance and would be in addition to any translational impact on reported numbers.
In 2014, we again increased our market share in our key markets driven by our GDBs' excellent performance.
As a result, our cigarette volume decline of 1.4% was less than the overall industry decline, estimated at 2.5%.
We maintained good pricing, despite an increase in competitive pricing activity in some key markets. We also
achieved another good improvement in operating margin (over 50 basis points) – an excellent result given
that we absorbed significant transactional costs caused by currency movements.
The Group continued to invest in growth opportunities in key markets and in building a pipeline of next-
generation products. We developed our e-cigarette brand, Vype, in the UK with new product launches and
made significant progress towards launching Voke, a medicinal nicotine product, which was granted a UK
medicines licence last year. We plan to begin consumer trials of a tobacco heating product by the end of
2015 and have our first product in a test market in 2016.
We continue to deliver value to shareholders
Despite tough market conditions, the strengths of our business and our people ensured we achieved another
competitive set of results and again delivered high single-figure earnings growth at constant exchange rates.
We therefore propose to increase the final dividend for 2014 to 100.6p, bringing the total dividend for the
year to 148.1p, 4.0% up on 2013.
The Group recently announced that it is evaluating a possible public tender offer to acquire the remaining
24.7% of Souza Cruz shares that it does not currently own. This investment would further strengthen our
presence in Brazil, a key strategic market where we are already market leader. It would also provide
opportunities to leverage Souza Cruz's capabilities in areas such as leaf and closer cooperation in research
and development, while further integrating the business into our Americas region.
We expect the trading environment to remain difficult in 2015, and that foreign exchange headwinds will
continue to have a significant impact on both a transactional and translational level. However, I am confident
that with our proven strategy, strong global presence, powerful brands, talented people and continued focus
on efficiency we will deliver value to our shareholders in the short and long term.
Nicandro Durante
25 February 2015
REGIONAL REVIEW
This review presents the underlying performance of the regions and markets, at constant rates of exchange.
As explained on page 18, the Group does not adjust for normal transactional gains or losses in operations
which are generated by exchange rate movements. The performance also excludes the significant adjusting
items, explained on pages 21 and 22. The steep increase in adjusting items is mainly driven by the one-off
charge in respect of the Flintkote non-tobacco litigation settlement.
Adjusted profit from operations at constant and current rates of exchange and volume are as follows:
Adjusted profit from operations Cigarette volume
2014 2013 2014 2013
Constant Current
rates rates
GBPm GBPm GBPm Bns Bns
Asia-Pacific 1,713 1,548 1,693 197 197
Americas 1,475 1,286 1,364 131 134
Western Europe 1,262 1,189 1,273 112 119
EEMEA 1,625 1,380 1,490 227 226
Total 6,075 5,403 5,820 667 676
Total tobacco volume 694 703
The Group delivered a good performance in 2014, underpinned by increased market share and continued
growth of the Global Drive Brands. However, exchange rate movements had an adverse impact on reported
results.
Revenue in constant currency was 2.8% higher driven by a price mix of 4.2%, as strong pricing in a number of
key markets was partly offset by continued adverse geographic mix and the growth of the lower priced
segment in some markets. At current rates of exchange, revenue decreased by 8.4%, reflecting the adverse
effects of currency movements.
Reported profit from operations was 17.7% lower at GBP4,546 million, reflecting the non-tobacco litigation
charge and the impact of exchange rate movements. Adjusted profit from operations (see page 18) declined
by 7.2%, but excluding the translational effect of exchange rate movements, adjusted profit from operations
was higher by 4.4%. Excluding the transactional effect of foreign exchange on the cost of items such as leaf,
filter tow and wrapping materials, adjusted operating profit would have increased by an estimated further
GBP90 million, or 1.5%.
Group cigarette volume from subsidiaries was 667 billion, a decrease against the previous year of 1.4%. Total
tobacco volume was lower by 1.3%. Industry decline drove lower volume in Russia, Vietnam, Brazil, Denmark
and Poland partially offset by higher volume in Bangladesh, Iran, Venezuela, Turkey, Ukraine and Pakistan.
The Group increased market share by 10 basis points in its key markets.
The five Global Drive Brands increased volume by 5.8%, with strong share growth of 90 basis points. Dunhill
volume increased by 2.9%, driven mainly by Indonesia and Brazil, offsetting lower volume in Malaysia, South
Korea and the GCC. Kent volume was 2.8% down as a result of market contraction in Russia and Romania,
which offset strong performances in Iran, Uzbekistan, Japan and Turkey.
Lucky Strike volume was up by 0.8%, driven by growth in Mexico and Spain offsetting lower volume in Chile
and Poland. Pall Mall grew by 5.6% due to strong performances in Pakistan, South Africa, Mexico and Chile,
more than offsetting lower volume in Italy, Russia and the UK. Rothmans' strong growth of 39.8% was driven
by Russia, Italy, Ukraine, the UK, Kazakhstan, Australia and South Africa.
Other international brands declined by 3.0%, as growth in State Express 555 and Shuang Xi were more than
offset by lower volume in Craven A, Peter Stuyvesant and Viceroy, driven by market decline.
Innovations account for nearly 50% of our GDB volume, and in 2014 their continued growth was driven by
the roll-out of tube filters (Kent), strong growth of demi slims (Rothmans) and growth in the additive-free
portfolio (Lucky Strike and Pall Mall). Capsules continued to grow driven by Dunhill, Kent and Pall Mall and
the Group remains market leader in this segment.
Other tobacco products volume increased slightly to 27 billion sticks driven by Fine Cut in Western Europe,
which was up by 1.7%. Pall Mall remains the number one Fine Cut brand in Western Europe.
The performances of the Group's key markets are discussed in the regions where they are reported. This
discussion excludes certain markets, identified as new investment or growth markets, which currently do not
materially contribute to the Group profit or volume.
Asia-Pacific: adjusted profit at constant rates of exchange increased by GBP20 million or 1.2%.
Adjusted profit, at current rates of exchange, was down by GBP145 million at GBP1,548 million due to a
combination of adverse foreign exchange rates and a challenging pricing environment in Australia, partly
offset by strong profit performances in Bangladesh, Pakistan and South Korea. At constant rates of exchange,
adjusted profit increased by GBP20 million or 1.2%. Volume was in line with 2013 at 197 billion, as increases in
Bangladesh, Pakistan and Indonesia offset declines in Vietnam, Australia and South Korea.
Country Performance at constant rates of exchange
Australia Volume was impacted by market contraction and higher illicit trade. A challenging
pricing environment led to lower profit. Share was lower due to down-trading.
Malaysia Profit was higher, driven by strong pricing more than offsetting lower volume caused
by industry contraction. Share was lower due to down-trading.
Japan Excellent growth in the Group's market share was driven by a strong performance by
Kent, supported by innovations. Profit was down mainly due to negative mix.
New Zealand Volume and share fell due to pricing activity related to excise absorption, leading to
lower profit.
Bangladesh Profit continued to increase strongly, driven by higher volume and significant share
growth.
Pakistan Pall Mall grew volume and share, further strengthening the Group's leadership
position. Total volume growth and pricing underpinned a strong profit performance.
Vietnam State Express 555 and Kent continued to grow share, but total share decreased due
to share reductions in lower price segments. Profit declined reflecting lower volume,
which was driven by significant growth in illicit trade and market contraction, caused
by an excise-driven price increase and economic slowdown.
South Korea Although volume declined, Dunhill maintained its share of the market. Profit
increased as cost savings more than offset the impact of lower volume.
Taiwan Pall Mall and Lucky Strike drove share to record levels. Higher volume and pricing
were offset by marketing investment leading to a decline in profit.
Indonesia Performance continued to reflect the focus on investment. Profitability improved
driven by mix, as Dunhill volume increased significantly, more than offsetting
declines in the Group's local brands.
The Philippines Volume and market share were higher due to the launch of Pall Mall during the year,
which further developed the portfolio following the Group's market entry in 2013.
Americas: adjusted profit at constant rates of exchange increased by GBP111 million or 8.1%
Adjusted profit, at current rates of exchange, declined by GBP78 million to GBP1,286 million, mainly due to
exchange rate movements in Brazil, Canada and Venezuela. At constant rates, adjusted profit rose by GBP111
million or 8.1% driven by good performances from Brazil, Canada, Mexico, Venezuela and Chile. Volume was
lower by 2.3% at 131 billion, mainly as a result of market contractions in Brazil, Canada, Chile and Argentina,
partially offset by higher volume in Venezuela and Mexico.
Country Performance at constant rates of exchange
Brazil Market share grew to a record high, with Dunhill performing particularly well in the
premium sector. Total market contraction led to an overall volume decline. Good
profit growth was driven by higher pricing and cost savings.
Canada Increases in federal and provincial excise led to lower volume. This was more than
offset by higher pricing that led to increased profit.
Chile Profit was up strongly, driven by pricing partly offset by lower volume. While Pall Mall
continued to perform well, Group volume was lower due to an overall market decline
and an increase in illicit trade.
Venezuela Volume was higher, due to an excellent performance by Viceroy. Profit increased
driven by volume and pricing, more than offsetting significant local inflation.
Mexico Share and volume increased, driven by the successful roll-out of Lucky Strike additive-
free and the continued growth of Pall Mall capsules. Profit was significantly higher,
driven by increased volume and pricing.
Colombia Good market share growth was driven by Kool, although industry decline led to slightly
lower volume. Profit declined due to increased marketing investment.
Argentina Pricing more than offset the impact of lower volume and led to an improvement in
profitability. Lucky Strike continued to deliver good share growth in the premium
segment.
Western Europe: adjusted profit at constant rates of exchange decreased by GBP11 million or 0.9%
Adjusted profit, at current rates of exchange, declined by GBP84 million to GBP1,189 million. At constant rates the
decrease would have been GBP11 million or 0.9%, reflecting continued difficult trading conditions. Increased
profit in Germany, Hungary and Belgium was offset by reductions in Denmark, Italy and France. Cigarette
volume was 5.9% lower at 112 billion as lower volume in Denmark, Poland, Romania, Hungary and Germany
was partly offset by growth in Spain and the UK. Fine Cut volume of 21 billion sticks equivalent was up 1.7%
as a result of increases in Hungary, Belgium, Luxembourg and Germany.
Country Performance at constant rates of exchange
Germany Higher pricing more than offset the impact of lower cigarette volume, resulting in an
increase in profit for the year. Fine Cut volume continued to grow due to the
performance of Pall Mall.
Switzerland Volume and profit were lower, driven by market contraction. However, Pall Mall's
share of market increased.
Italy Although market share fell for the full year, share grew in the final quarter of the year
as Rothmans continued to perform well. Volume was flat, but profit was lower
following the industry absorption of a 2013 VAT increase.
Romania Market leadership was maintained although market contraction and down-trading led
to a reduction in volume and lower profit.
France Total volume was down, driven by market contraction. Market share was higher as
Lucky Strike showed good growth. Profit was lower as the industry absorbed an
increase in excise.
Denmark Total volume was lower due to trade de-stocking following a 2013 excise stock build.
Market share was lower driven by competitive pricing activity at the low end of the
market. These factors led to a significant reduction in profit.
The Netherlands Volume was higher as Lucky Strike and Pall Mall performed well. Profit was flat partly
due to down-trading.
Belgium Profit was higher due to pricing and increased volume. Share was up driven by Lucky
Strike. Fine Cut volume and share also increased.
United Kingdom Volume and share were higher due to the growth of Rothmans. Profit reduced as
investment in the market increased.
Spain Volume was higher as Lucky Strike and Pall Mall continued to grow. Profit was stable
as increased marketing investment offset the benefit of higher volume.
Poland The roll-out of a new distribution model drove higher share, especially in Pall Mall, and
improved profitability. Total volume was down due to market contraction.
Eastern Europe, Middle East and Africa: adjusted profit at constant rates of exchange
increased by GBP135 million or 9.1%
Adjusted profit, at current rates of exchange, decreased by GBP110 million to GBP1,380 million. A strong
performance in the Middle East and good pricing across the region were offset by competitive pricing activity
in a number of markets, including South Africa, and significant adverse exchange rate movements, notably in
Russia, South Africa, Nigeria and Ukraine. At constant rates of exchange, profit would have increased by GBP135
million or 9.1%. Volume (at 227 billion) was slightly ahead of 2013, with growth in Iran, Turkey and Ukraine
more than offsetting the effect of industry volume contraction in Russia.
Country Performance at constant rates of exchange
Russia Share continued to increase driven by the strong growth of Rothmans and Lucky Strike.
Profit was higher, driven by strong pricing and cost savings. This more than offset
lower volume caused by market contraction.
South Africa Share fell in the second half of the year, driven by competitor pricing activity in the
low-price segment. Profit was lower as economic weakness and down-trading were
not fully offset by pricing and significant cost reduction programmes.
The GCC Profit continued to increase as pricing, supported by strong growth in John Player Gold
Leaf, more than offset lower Dunhill volume. Total market share declined.
Nigeria Profit was up driven by cost savings and higher Benson & Hedges volume, although
total volume was lower.
Iran A very strong performance by Kent led to significantly higher volume and an increase
in profit.
Ukraine Higher volume driven by Rothmans underpinned excellent growth in share. Profit was
up driven by robust pricing and increased volume.
Turkey Volume growth and stable share were driven by excellent performances by Kent and
Viceroy. Significant price competition in the market led to lower profit.
Egypt A good performance by Viceroy was more than offset by lower Rothmans volume,
while excise changes led to down-trading, which adversely affected profit.
The following includes a summary of the analysis of revenue, adjusted profit from operations, share of post-tax
results of associates and joint ventures and adjusted diluted earnings per share, as reconciled between reported
information and non-GAAP management information on page 20.
REGIONAL INFORMATION
Western
For the year ended 31 December Asia-Pacific Americas Europe EEMEA Total
SUBSIDIARIES
Volume (cigarette billions)
2014 197 131 112 227 667
2013 197 134 119 226 676
Change* 0.1% -2.3% -5.9% 0.3% -1.4%
Revenue (GBPm)
2014 (at constant) 4,253 3,506 3,546 4,377 15,682
2014 (at current) 3,873 2,990 3,359 3,749 13,971
2013 4,203 3,317 3,635 4,105 15,260
Change (at constant) +1.2% +5.7% -2.4% +6.6% +2.8%
Change (at current) -7.9% -9.9% -7.6% -8.7% -8.4%
Adjusted profit from operations (GBPm)
2014 (at constant) 1,713 1,475 1,262 1,625 6,075
2014 (at current) 1,548 1,286 1,189 1,380 5,403
2013 1,693 1,364 1,273 1,490 5,820
Change (at constant) +1.2% +8.1% -0.9% +9.1% +4.4%
Change (at current) -8.6% -5.7% -6.6% -7.4% -7.2%
Operating margin based on adjusted profit (%)
2014 (at current) 40.0% 43.0% 35.4% 36.8% 38.7%
2013 40.3% 41.1% 35.0% 36.3% 38.1%
*Based on absolute volume.
REGIONAL INFORMATION
Western
For the year ended 31 December Asia-Pacific Americas Europe EEMEA Total
ASSOCIATES AND JOINT VENTURES
Share of post-tax results of associates
and joint ventures (GBPm)
2014 (at current) 291 424 - 4 719
2013 294 439 - 6 739
Change -1.0% -3.4% - -33.3% -2.7%
Share of adjusted post-tax results of
associates and joint ventures (GBPm)
2014 (at constant) 304 453 - 5 762
2014 (at current) 277 431 - 4 712
2013 272 445 - 6 723
Change (at constant) +11.8% +1.8% - -16.7% +5.4%
Change (at current) +1.8% -3.1% - -33.3% -1.5%
GROUP
For the year ended 31 December Total
Underlying tax rate of subsidiaries (%)
2014 30.6%
2013 30.7%
Adjusted diluted earnings per share (pence)
2014 (at constant) 233.7
2014 (at current) 208.1
2013 216.6
Change (at constant) +7.9%
Change (at current) -3.9%
Return on capital employed (%)
2014 30%
2013 31%
FINANCIAL INFORMATION AND OTHER
NET FINANCE COSTS
Net finance costs at GBP417 million were GBP49 million lower than last year, principally reflecting lower
interest paid as a result of lower borrowing costs, increased net fair value gains in the Group and the
impact of exchange rate movements.
Net finance costs comprise:
2014 2013
GBPm GBPm
Finance costs (484) (532)
Finance income 67 66
(417) (466)
Comprising:
Interest payable (588) (614)
Interest and dividend income 67 64
Net impact of fair value and exchange 104 84
- fair value changes - derivatives 154 103
- exchange differences (50) (19)
(417) (466)
RESULTS OF ASSOCIATES
The Group's share of post-tax results of associates decreased by GBP20 million, or 2.7%, to GBP719 million. The
Group's share of the adjusted post-tax results of associates decreased by 1.5% to GBP712 million, with a rise
of 5.4% to GBP762 million at constant rates of exchange.
The adjusted contribution from Reynolds American Inc. decreased by 3.1% to GBP427 million. At constant
rates of exchange this would have been an increase of 2.0%. The Group's adjusted contribution from its
main associate in India, ITC, was GBP270 million, up 2.1%. At constant rates of exchange, the contribution
would have been 11.9% higher than last year.
See page 22 for the adjusting items.
TAXATION
2014 2013
GBPm GBPm
UK
- current year tax - -
Overseas
- current year tax expense 1,439 1,581
- adjustment in respect of prior periods 11 (14)
Current tax 1,450 1,567
Deferred tax 5 33
1,455 1,600
The tax rates in the income statement of 30.0% in 2014 and 27.6% in 2013 are affected by the inclusion of
the share of associates' post-tax profit in the Group's pre-tax results and by adjusting items. The
underlying tax rate for subsidiaries reflected in the adjusted earnings per share on page 28 was 30.6% in
2014 and 30.7% in 2013. The slight decrease is mainly due to a change in the mix of profits. The charge
relates to taxes payable overseas.
Refer to page 33 for the Franked Investment Income Group Litigation Order update.
FREE CASH FLOW AND NET DEBT
In the alternative cash flow presented on page 24, the operating cash flow decreased by GBP412 million, or
7.7%, to GBP4,908 million, reflecting the growth in underlying operating performance at constant currency
being more than offset by adverse exchange rate movements. Lower payments relating to pension funds,
net interest paid, dividends to non-controlling interests and taxation offset the fall in appropriations from
associates following the completion of the Reynolds American Inc. share buy-back (GBP94 million in 2014
and GBP189 million in 2013). These, combined with the increase in restructuring costs and payments for
Flintkote and Fox River, led to the Group's free cash flow decreasing by GBP864 million or 26% to GBP2,507
million.
The conversion of adjusted operating profit to operating cash flow remained strong at 91% (2013: 91%).
However, due to payments in relation to Flintkote (GBP374 million) and Fox River (GBP63 million), the ratio of
free cash flow per share to adjusted diluted earnings per share fell to 64% (2013: 82%). Excluding the
Flintkote and Fox River payments in 2014 this was 76%.
Closing net debt at GBP10,165 million was up GBP650 million from GBP9,515 million as at 31 December 2013.
The Group's alternative cash flow statement is shown on page 24 and explained on page 19 under non-
GAAP measures.
RISKS AND UNCERTAINTIES
The Board's assessment of the key risks and uncertainties facing the Group has remained broadly
unchanged over the past year, particularly with regard to illicit trade, excise, tax and financial risk and
regulation.
The Board has, however increased its focus on the risks associated with the deployment of the Group's
revised operating model and single IT operating system. The challenges to deliver the Group's pricing
strategy in an increasingly aggressive competitor environment, the increased impact of market
contraction, consumer down-trading, and the risks of strategic litigation, were also considered by the
Board. These are now listed as principal risks facing the business.
The risk that the Group is unable to access cash resources in a number of markets is no longer considered
a principal risk for the purpose of this year's report. The Board also revised its view of the primary causes
of the risk of failure to lead developing next-generation products (referred to as the non-tobacco nicotine
market in previous reports).
Full details of all principal Group risks will be included in the Annual Report for the year ended
31 December 2014.
GOING CONCERN
A description of the Group's business activities, its financial position, cash flows, liquidity position,
facilities and borrowings position, together with the factors likely to affect its future development,
performance and position, are set out in this announcement. Further information will be provided in the
Strategic Report and in the notes to the financial statements, all of which will be included in the 2014
Annual Report.
The Group has, at the date of this announcement, sufficient existing financing available for its estimated
requirements for at least the next 12 months. This, together with the proven ability to generate cash from
trading activities, the performance of the Group's Global Drive Brands, its leading market positions in a
number of countries and its broad geographical spread, as well as numerous contracts with established
customers and suppliers across different geographical areas and industries, provides the Directors with
the confidence that the Group is well placed to manage its business risks successfully in the context of
current financial conditions and the general outlook in the global economy.
After reviewing the Group's annual budget, plans and financing arrangements, the Directors consider that
the Group has adequate resources to continue operating for the foreseeable future and that it is
therefore appropriate to continue to adopt the going concern basis in preparing the Annual Report.
BOARD CHANGES
2014
John Daly retired as an Executive Director on 6 April 2014. Anthony Ruys stood down as a Non-Executive
Director of the Company at the conclusion of the Annual General Meeting on 30 April 2014.
2015
Three Non-Executive Directors joined the Board on 2 February 2015. Sue Farr (appointed to the Corporate
Social Responsibility (CSR) and Nominations Committees), Pedro Malan (appointed to the CSR and
Nominations Committees) and Dimitri Panayotopoulos (appointed to the Remuneration and Nominations
Committees) bring significant consumer goods marketing experience and business and geopolitical skills
to our Board and strengthen the Board's diverse composition.
INVESTMENT IN REYNOLDS AMERICAN INC.
On 15 July 2014, the Group announced that it has agreed to invest US$4.7 billion as part of Reynolds
American Inc.'s proposed acquisition of Lorillard enabling the Group to maintain its 42% equity position in
the enlarged business. The investment is contingent upon the completion of Reynolds American Inc's
acquisition of Lorillard. The shareholders of all parties approved the transaction at the shareholders'
meetings in January 2015. The acquisition is scheduled to be completed in the first half of 2015 subject to
required regulatory approvals in the US. The Group will be subscribing for new shares in Reynolds
American Inc. with funding from existing resources and debt. The Group signed a one-year bridge facility
of US$4.7 billion in September 2014, with an extension option of up to one year.
In addition, the Group and Reynolds American Inc. have agreed in principle to collaborate on next-
generation products and negotiations to reach final agreements are ongoing.
POST BALANCE SHEET DATE ANNOUNCEMENT
On 23 February 2015, the Group announced that it is evaluating a possible public tender offer to acquire
up to all of the 24.7% of Souza Cruz shares which are not currently owned by British American Tobacco
and to delist the company.
An offer for Souza Cruz's shares would be at a price per share of R$26.75, to be paid in cash, in Brazilian
Reais, and to be reduced by any dividend paid by Souza Cruz. A price of R$26.75 per share would
represent a premium of 30.0% to Souza Cruz's volume weighted average closing price over the three
months to Friday 20 February 2015.
DIRECTORS' RESPONSIBILITY STATEMENT
The responsibility statement below has been prepared in connection with the company's full Annual
Report for the year ended 31 December 2014. Certain parts thereof are not included within this
announcement.
We confirm to the best of our knowledge:
- the financial statements, prepared in accordance with UK GAAP and IFRS as adopted by the
European Union, give a true and fair view of the assets, liabilities, financial position and profit or
loss of the Company and the Group respectively; and
- the Directors' Report and the Strategic Report include a fair review of the development and
performance of the business and the position of the Group and the Company, together with a
description of the principal risks and uncertainties that they face.
This responsibility statement was approved by the Board of Directors on 25 February 2015 and is signed
on its behalf by:
Richard Burrows Ben Stevens
Chairman Finance Director
25 February 2015
ENQUIRIES:
INVESTOR RELATIONS: PRESS OFFICE:
Mike Nightingale 020 7845 1180 Will Hill 020 7845 1222
Rachael Brierley 020 7845 1519 Anna Vickerstaff 020 7845 2469
Webcast and Conference Call
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GROUP INCOME STATEMENT
For the year ended 31 December
2014 2013
GBPm GBPm
Gross turnover (including duty, excise and other taxes of GBP28,535 million (2013:
GBP30,925 million) 42,506 46,185
Revenue 13,971 15,260
Raw materials and consumables used (3,088) (3,348)
Changes in inventories of finished goods and work in progress 58 105
Employee benefit costs (2,194) (2,384)
Depreciation, amortisation and impairment costs (523) (477)
Other operating income 178 302
Other operating expenses (3,856) (3,932)
Profit from operations 4,546 5,526
Analysed as:
– adjusted profit from operations 5,403 5,820
– restructuring and integration costs (452) (246)
– amortisation of trademarks and similar intangibles (58) (74)
– gain on deemed partial disposal of a trademark - 26
– Fox River 27 -
– Flintkote (374) -
4,546 5,526
Net finance costs (417) (466)
Finance income 67 66
Finance costs (484) (532)
Share of post-tax results of associates and joint ventures 719 739
Analysed as:
– adjusted share of post-tax results of associates and joint ventures 712 723
– issue of shares and change in shareholding 14 22
– restructuring and integration costs 4 (4)
– MSA receipts 5 33
– other (see page 22) (16) (35)
719 739
Profit before taxation 4,848 5,799
Taxation on ordinary activities (1,455) (1,600)
Profit for the year 3,393 4,199
Attributable to:
Owners of the parent 3,115 3,904
Non-controlling interests 278 295
3,393 4,199
Earnings per share
Basic 167.1p 205.4p
Diluted 166.6p 204.6p
Adjusted diluted 208.1p 216.6p
All of the activities during both years are in respect of continuing operations.
The accompanying notes on pages 8 and 18 to 34 form an integral part of this condensed consolidated
financial information.
GROUP STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December
2014 2013
GBPm GBPm
Profit for the year (page 12) 3,393 4,199
Other comprehensive income
Items that may be reclassified subsequently to profit or loss: (327) (1,025)
Differences on exchange
– subsidiaries (539) (972)
– associates 113 (141)
Cash flow hedges
– net fair value gains 57 94
– reclassified and reported in profit for the year (67) (49)
– reclassified and reported in net assets 8 (1)
Available-for-sale investments of associates
– net fair value gains/(losses) 15 (7)
Net investment hedges
– net fair value gains 2 89
– differences on exchange on borrowings 60 (25)
Tax on items that may be reclassified 24 (13)
Items that will not be reclassified subsequently to profit or loss: (458) 355
Retirement benefit schemes
– net actuarial (losses)/gains in respect of subsidiaries (428) 308
– surplus recognition and minimum funding obligations in respect of subsidiaries 7 (5)
– actuarial (losses)/gains in respect of associates net of tax (124) 90
Tax on items that will not be reclassified 87 (38)
Total other comprehensive income for the year, net of tax (785) (670)
Total comprehensive income for the year, net of tax 2,608 3,529
Attributable to:
Owners of the parent 2,349 3,272
Non-controlling interests 259 257
2,608 3,529
The accompanying notes on pages 8 and 18 to 34 form an integral part of this condensed consolidated
financial information. For net actuarial losses in respect of subsidiaries, see page 30.
GROUP STATEMENT OF CHANGES IN EQUITY
At 31 December
2014 Attributable to owners of the parent
Share
premium,
capital Total
redemption attributable Non-
Share and merger Other Retained to owners controlling
capital reserves reserves earnings of parent interests Total equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Balance at 1 January 2014 507 3,919 (190) 2,398 6,634 301 6,935
Total comprehensive income for the year
(page 13) - - (308) 2,657 2,349 259 2,608
Profit for the year - - - 3,115 3,115 278 3,393
Other comprehensive income for the year - - (308) (458) (766) (19) (785)
Employee share options
– value of employee services - - - 66 66 - 66
– proceeds from shares issued - 4 - 1 5 - 5
Dividends and other appropriations
– ordinary shares - - - (2,712) (2,712) - (2,712)
– to non-controlling interests - - - - - (260) (260)
Purchase of own shares
– held in employee share ownership
trusts - - - (49) (49) - (49)
– share buy-back programme - - - (800) (800) - (800)
Non-controlling interests – acquisitions - - - (4) (4) - (4)
Non-controlling interests – capital injection - - - - - 4 4
Other movements - - - 21 21 - 21
Balance at 31 December 2014 507 3,923 (498) 1,578 5,510 304 5,814
2013 Attributable to owners of the parent
Share
premium,
capital Total
redemption attributable Non-
Share and merger Other Retained to owners controlling
capital reserves reserves earnings of parent interests Total equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Balance at 1 January 2013 507 3,916 796 2,253 7,472 307 7,779
Total comprehensive income for the year
(page 13) - - (986) 4,258 3,272 257 3,529
Profit for the year - - - 3,904 3,904 295 4,199
Other comprehensive income for the year - - (986) 354 (632) (38) (670)
Employee share options
– value of employee services - - - 61 61 - 61
– proceeds from shares issued - 3 - 1 4 - 4
Dividends and other appropriations
– ordinary shares - - - (2,611) (2,611) - (2,611)
– to non-controlling interests - - - - - (271) (271)
Purchase of own shares
– held in employee share ownership
trusts - - - (74) (74) - (74)
– share buy-back programme - - - (1,509) (1,509) - (1,509)
Non-controlling interests – capital injection - - - - - 8 8
Other movements - - - 19 19 - 19
Balance at 31 December 2013 507 3,919 (190) 2,398 6,634 301 6,935
The accompanying notes on pages 8 and 18 to 34 form an integral part of this condensed consolidated
financial information.
GROUP BALANCE SHEET
At 31 December
2014 2013
GBPm GBPm
Assets
Non-current assets
Intangible assets 10,804 11,205
Property, plant and equipment 3,004 3,156
Investments in associates and joint ventures 2,400 2,299
Retirement benefit assets 40 135
Deferred tax assets 311 248
Trade and other receivables 153 171
Available-for-sale investments 36 36
Derivative financial instruments 287 113
Total non-current assets 17,035 17,363
Current assets
Inventories 4,133 4,042
Income tax receivable 57 95
Trade and other receivables 2,768 2,876
Available-for-sale investments 50 54
Derivative financial instruments 274 312
Cash and cash equivalents 1,818 2,106
9,100 9,485
Assets classified as held-for-sale 32 33
Total current assets 9,132 9,518
Total assets 26,167 26,881
The accompanying notes on pages 8 and 18 to 34 form an integral part of this condensed consolidated
financial information.
At 31 December
2014 2013
GBPm GBPm
Equity
Capital and reserves
Share capital 507 507
Share premium, capital redemption and merger reserves 3,923 3,919
Other reserves (498) (190)
Retained earnings 1,578 2,398
Owners of the parent 5,510 6,634
after deducting
– cost of treasury shares (5,073) (4,325)
Non-controlling interests 304 301
Total equity 5,814 6,935
Liabilities
Non-current liabilities
Borrowings 9,779 9,716
Retirement benefit liabilities 781 632
Deferred tax liabilities 495 514
Other provisions for liabilities and charges 278 387
Trade and other payables 128 131
Derivative financial instruments 123 130
Total non-current liabilities 11,584 11,510
Current liabilities
Borrowings 2,479 1,980
Income tax payable 430 487
Other provisions for liabilities and charges 210 194
Trade and other payables 5,524 5,741
Derivative financial instruments 126 34
Total current liabilities 8,769 8,436
Total equity and liabilities 26,167 26,881
The accompanying notes on pages 8 and 18 to 34 form an integral part of this condensed consolidated
financial information.
GROUP CASH FLOW STATEMENT
For the year ended 31 December
2014 2013
GBPm GBPm
Cash flows from operating activities
Cash generated from operations (page 26) 4,634 5,366
Dividends received from associates 515 510
Tax paid (1,433) (1,440)
Net cash generated from operating activities 3,716 4,436
Cash flows from investing activities
Interest received 61 70
Dividends received from investments 2 2
Purchases of property, plant and equipment (529) (574)
Proceeds on disposal of property, plant and equipment 62 173
Purchases of intangibles (163) (147)
Purchases of investments (31) (47)
Proceeds on disposals of investments 34 15
Proceeds from associate's share buy-back 94 189
Purchase of subsidiaries - (16)
Net cash used in investing activities (470) (335)
Cash flows from financing activities
Interest paid (571) (570)
Interest element of finance lease rental payments - (1)
Capital element of finance lease rental payments (2) (2)
Proceeds from issue of shares to owners of the parent 4 3
Proceeds from the exercise of options over own shares
held in employee share ownership trusts 1 1
Proceeds from increases in and new borrowings 1,967 2,428
Movements relating to derivative financial instruments 244 54
Purchases of own shares (800) (1,509)
Purchases of own shares held in employee share ownership trusts (49) (74)
Reductions in and repayments of borrowings (1,300) (1,421)
Dividends paid to owners of the parent (2,712) (2,611)
Purchases of non-controlling interests (4) -
Non-controlling interests – capital injection 4 -
Dividends paid to non-controlling interests (249) (265)
Net cash used in financing activities (3,467) (3,967)
Net cash flows (used in)/generated from operating, investing and financing
activities (221) 134
Differences on exchange (63) (197)
Decrease in net cash and cash equivalents in the year (284) (63)
Net cash and cash equivalents at 1 January 1,776 1,839
Net cash and cash equivalents at 31 December 1,492 1,776
The accompanying notes on pages 8 and 18 to 34 form an integral part of this condensed consolidated
financial information.
The net cash outflows relating to adjusting items (see pages 21 and 22) included in the above are GBP750
million (2013: GBP175 million).
ACCOUNTING POLICIES AND BASIS OF PREPARATION
The condensed consolidated financial information has been extracted from the Annual Report, including
the audited financial statements for the year ended 31 December 2014. This condensed consolidated
financial information does not constitute statutory accounts within the meaning of Section 434 of the
Companies Act 2006.
The Group has prepared its annual consolidated financial statements in accordance with International
Financial Reporting Standards (IFRS) as adopted by the European Union.
These financial statements have been prepared under the historical cost convention, except in respect of
certain financial instruments, and on a basis consistent with the IFRS accounting policies as set out in the
Annual Report for the year ended 31 December 2013.
The preparation of these condensed consolidated financial statements requires management to make
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities
and the disclosure of contingent liabilities at the date of these condensed consolidated financial
statements. Such estimates and assumptions are based on historical experience and various other factors
that are believed to be reasonable in the circumstances and constitute management's best judgement at
the date of the condensed consolidated financial statements. In the future, actual experience may deviate
from these estimates and assumptions, which could affect these condensed consolidated financial
statements as the original estimates and assumptions are modified, as appropriate, in the year in which
the circumstances change.
NON-GAAP MEASURES
In the reporting of financial information, the Group uses certain measures that are not required under
IFRS, the generally accepted accounting principles (GAAP) under which the Group reports. The Group
believes that these additional measures, which are used internally, are useful to users of the financial
information in helping them understand the underlying business performance.
The principal non-GAAP measures which the Group uses are adjusted profit from operations and adjusted
diluted earnings per share, which are reconciled to profit from operations and diluted earnings per share.
Adjusting items are significant items in the profit from operations, net finance costs, taxation and the
Group's share of the post-tax results of associates and joint ventures that individually or, if of a similar
type, in aggregate, are relevant to an understanding of the Group's underlying financial performance.
While the disclosure of adjusting items is not required by IFRS, these items are separately disclosed either
as memorandum information on the face of the income statement and in the segmental analysis, or in the
notes to the accounts as appropriate. The adjusting items are used to calculate the non-GAAP measures
of adjusted profit from operations, adjusted share of post-tax results of associates and joint ventures and
adjusted diluted earnings per share.
All adjustments to profit from operations and diluted earnings per share are explained in this
announcement. See pages 21 to 23 and 28.
The Management Board, as the chief operating decision maker, reviews current and prior year segmental
adjusted profit from operations of subsidiaries and joint operations, and adjusted post tax results of
associates and joint ventures, at constant rates of exchange. This allows comparison of the current year
results of the Group's overseas entities, including intercompany royalties payable in foreign currency to
UK entities, had they been translated at the previous year's rates of exchange. Other than in exceptional
circumstances, which will be fully disclosed, the Group does not adjust for the normal transactional gains
and losses in operations that are generated by exchange movements. As an additional measure to
indicate the impact of the exchange rate movements on the Group results, the principal measure of
adjusted diluted earnings per share is also shown at constant rates of exchange. See page 20.
The Group prepares an alternative cash flow, which includes a measure of 'free cash flow', to illustrate
the cash flows before transactions relating to borrowings. A net debt summary is also provided. See pages
24 and 25. The Group publishes gross turnover as an additional disclosure to indicate the impact of duty,
excise and other taxes.
Due to the secondary listing of the ordinary shares of British American Tobacco p.l.c. on the main board of
the JSE Limited (JSE) in South Africa, the Group is required to present headline earnings per share and
diluted headline earnings per share, as alternative measures of earnings per share, calculated in
accordance with Circular 2/2013 'Headline Earnings' issued by the South African Institute of Chartered
Accountants. These are shown on page 28.
ANALYSIS OF REVENUE, PROFIT FROM OPERATIONS AND DILUTED EARNINGS PER SHARE
REVENUE
2014 2013
Reported Impact of Revenue Reported
revenue exchange at CC(1) revenue
GBPm GBPm GBPm GBPm
Asia-Pacific 3,873 380 4,253 4,203
Americas 2,990 516 3,506 3,317
Western Europe 3,359 187 3,546 3,635
EEMEA 3,749 628 4,377 4,105
Total 13,971 1,711 15,682 15,260
PROFIT FROM OPERATIONS/DILUTED EARNINGS PER SHARE
2014 2013
Impact Adjusted
Reported Adjusting Adjusted of Profit(2) Reported Adjusting Adjusted
Profit(2) items Profit(2) exchange at CC(1) Profit(2) items Profit(2)
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
Asia-Pacific 1,360 188 1,548 165 1,713 1,672 21 1,693
Americas 1,197 89 1,286 189 1,475 1,303 61 1,364
Western Europe 1,018 171 1,189 73 1,262 1,133 140 1,273
EEMEA 1,318 62 1,380 245 1,625 1,418 72 1,490
Total Region 4,893 510 5,403 672 6,075 5,526 294 5,820
Non-tobacco
litigation:
Fox River 27 (27) - - - - - -
Flintkote (374) 374 - - - - - -
Profit from
Operations 4,546 857 5,403 672 6,075 5,526 294 5,820
Net Finance
costs (417) - (417) (39) (456) (466) - (466)
Associates and
joint ventures 719 (7) 712 50 762 739 (16) 723
Profit before
tax 4,848 850 5,698 683 6,381 5,799 278 6,077
Taxation (1,455) (69) (1,524) (174) (1,698) (1,600) (46) (1,646)
Non-controlling
interest (278) (5) (283) (29) (312) (295) (3) (298)
Profit
attributable to
shareholders
Diluted number 3,115 776 3,891 480 4,371 3,904 229 4,133
of shares (m) 1,870 1,870 1,870 1,908 1,908
Diluted earnings
per share
(pence) 166.6 208.1 233.7 204.6 216.6
Notes:
(1) CC: constant currencies
(2) Profit: profit from operations
The Fox River credit in 2014 and the Flintkote charge in 2014 have not been allocated to any segment as they neither relate
to current operations nor to the tobacco business. They are presented separately from the segment reporting which is used
to evaluate segment performance and to allocate resources, and is reported to the chief operating decision maker on this
basis.
ADJUSTING ITEMS INCLUDED IN PROFIT FROM OPERATIONS
Adjusting items are significant items in the profit from operations that individually or, if of a similar type,
in aggregate, are relevant to an understanding of the Group's underlying financial performance. See
page 18. These items are separately disclosed as memorandum information on the face of the income
statement and in the segmental analyses.
(a) Restructuring and integration costs
Restructuring costs reflect the costs incurred as a result of initiatives to improve the effectiveness and the
efficiency of the Group as a globally integrated enterprise, including the relevant operating costs of
implementing the new operating model. These costs represent additional expenses incurred that are not
related to the normal business and day-to-day activities. The new operating model includes revised
organisation structures, standardised processes and shared back office services underpinned by a global
single instance of SAP. The new organisation structures and processes are currently being implemented
and the deployment of the new SAP system started in the third quarter of 2012 and will take around a
total of four years to fully roll out. These initiatives also include a review of the Group's manufacturing
operations, supply chain, overheads and indirect costs, organisational structure and systems and software
used. The costs of these initiatives together with the costs of integrating acquired businesses into existing
operations, including acquisition costs, are included in profit from operations under the following
headings:
2014 2013
GBPm GBPm
Employee benefit costs 223 140
Depreciation and impairment costs 69 11
Other operating expenses 180 161
Other operating income (20) (66)
Total 452 246
Restructuring and integration costs in 2014 principally relate to the restructuring initiatives directly
related to implementation of a new operating model and the cost of packages in respect of permanent
headcount reductions and permanent employee benefit reductions in the Group. The costs also cover the
factory closure and downsizing activities in Australia, Colombia and the Democratic Republic of Congo,
and restructurings in Argentina, Indonesia, Canada, Switzerland and Germany.
Restructuring and integration costs in 2013 principally related to restructuring initiatives directly related
to implementation of a new operating model and the continuation of the factory closure and downsizing
activities in Australia and Russia, and restructuring of factories in the Democratic Republic of Congo,
Switzerland and Germany. The costs also covered packages in respect of permanent headcount
reductions and permanent employee benefit reductions in the Group.
Other operating income in 2014 includes gains from the sale of land and buildings in Turkey, Uganda and
the Democratic Republic of Congo. In 2013, other operating income includes gains from the sale of land
and buildings in Australia, Denmark and Russia.
(b) Amortisation of trademarks and similar intangibles
The acquisitions of Protabaco, Bentoel, Tekel, ST, CN Creative Limited and the creation of CTBAT
International Limited resulted in the capitalisation of trademarks and similar intangibles that are
amortised over their expected useful lives, which do not exceed 20 years. The amortisation charge of GBP58
million (2013: GBP74 million) is included in depreciation, amortisation and impairment costs in the profit
from operations.
(c) Gain on deemed partial disposal of a trademark
The contribution of the State Express 555 brand to CTBAT International Limited in 2013 is accounted for
at fair value in the arrangement (see page 31). This resulted in a GBP26 million gain in 2013 on a deemed
partial disposal of a trademark. This is included in other operating income but has been treated as an
adjusting item.
(d) Fox River
In 2011, a Group subsidiary provided GBP274 million in respect of claims in relation to environmental clean-
up costs of the Fox River.
On 30 September 2014, a Group subsidiary, NCR, Appvion and Windward Prospects entered into a
Funding Agreement with regard to the costs for the clean-up of Fox River. Based on this Funding
Agreement, GBP56 million has been paid with legal costs incurred of GBP7 million. The Fox River provision has
been reviewed and GBP27 million has been released in 2014.
(e) Flintkote
In December 2014, a Group subsidiary entered into a settlement agreement in connection with various
legal cases related to a former non-tobacco business in Canada. Under the terms of the settlement, the
subsidiary will obtain protection from current and potential future Flintkote related asbestos liability
claims in the United States. The settlement is contingent upon further documentation and approval of
certain courts in the United States. This agreement led to a charge in 2014 of GBP374 million.
ADJUSTING ITEMS INCLUDED IN SHARE OF POST-TAX RESULTS OF ASSOCIATES AND JOINT VENTURES
(a) Adjusting items
The share of post-tax results of associates and joint ventures is after the following adjusting items, which
are excluded from the calculation of adjusted earnings per share as set out on page 28.
In the year to 31 December 2014:
In 2014, the Group's interest in ITC Ltd. (ITC) decreased from 30.47% to 30.26% as a result of ITC issuing
ordinary shares under the company's Employee Share Option Scheme. The issue of these shares and
change in the Group's share of ITC resulted in a gain of GBP14 million, which is treated as a deemed partial
disposal and included in the income statement.
Reynolds American Inc. (RAI) recognised a net gain from discontinued activities of US$25 million, reduced
by restructuring activities of US$16 million, resulting in a net gain of US$9 million. The Group's share of
this net gain amounted to GBP4 million (net of tax).
Following the agreement in 2013 (described below), in June 2014, a further two states entered into a
settlement agreement in relation to disputed Non-Participating Manufacturer (NPM) Adjustment Claims
for the years 2003 to 2012. Under the settlement, RAI expects to receive more than US$170 million in
Master Settlement Agreement (MSA) credits to be applied over five years. During 2014, RAI recognised
income of US$34 million related to the 2013 liability as an adjusting item. The Group's share of this
income amounted to GBP5 million (net of tax). Credits in respect of the 2014 liability and future years will be
accounted for in the applicable year and will not be treated as adjusting items.
RAI has also recognised amounts that have been combined in the table of adjusting items in the Group
income statement and are shown as "other". These are costs in respect of a number of Engle progeny
lawsuits and other tobacco litigation charges that amount to US$102 million, the Group's share of which is
GBP16 million (net of tax).
In the year to 31 December 2013:
The Group's interest in ITC decreased from 30.72% to 30.47% as a result of ITC issuing ordinary shares
under the company's Employee Share Option Scheme. This resulted in a gain of GBP22 million, which was
treated as a deemed partial disposal and included in the income statement.
During 2013, RAI recognised restructuring charges of US$24 million and the Group's share of these
charges amounted to GBP4 million (net of tax).
In 2013, RAI, various other tobacco manufacturers, 19 states, the District of Columbia and Puerto Rico
reached a final agreement related to RAI's 2003 MSA activities. Under this agreement RAI will receive
credits, currently estimated to be more than US$1 billion, in respect of its NPM Adjustment claims related
to the period from 2003 to 2012. During 2013, RAI recognised income of US$219 million related to its
2012 MSA liability as an adjusting item, the Group's share of which amounted to GBP33 million (net of tax).
Credits in respect of the 2013 liability and future years will be accounted for in the applicable year and will
not be treated as adjusting items.
In the year ended 31 December 2013, RAI recognised amounts that have been combined in the table of
adjusting items and reported in "other". These mainly consist of a charge of US$18 million in respect of a
number of Engle progeny lawsuits, the Group's share of which amounted to GBP3 million (net of tax); costs
of US$34 million relating to other tobacco related litigation charges, the Group's share of which
amounted to GBP6 million (net of tax); trademark amortisation and impairment of US$27 million, the
Group's share of which amounted to GBP4 million (net of tax); and costs of US$124 million relating to losses
on extinguishment of debt, the Group's share of which amounted to GBP22 million (net of tax).
CASH FLOW AND NET DEBT MOVEMENTS
a) Alternative cash flow
The IFRS cash flow statement on page 17 includes all transactions affecting cash and cash equivalents,
including financing. The alternative cash flow statement below is presented to illustrate the cash flows
before transactions relating to borrowings.
2014 2013
GBPm GBPm
Adjusted profit from operations (page 12) 5,403 5,820
Depreciation, amortisation and impairment 396 392
Other non-cash items in operating profit 45 30
Profit from operations before depreciation and impairment 5,844 6,242
Increase in working capital (309) (375)
Net capital expenditure (627) (547)
Gross capital expenditure (689) (720)
Sale of fixed assets 62 173
Operating cash flow 4,908 5,320
Pension funds' shortfall funding (140) (190)
Net interest paid (426) (443)
Tax paid (1,433) (1,440)
Dividends paid to non-controlling interests (249) (265)
Cash generated from operations 2,660 2,982
Restructuring costs (325) (310)
Non-tobacco litigation: Flintkote and Fox River (437) -
Dividends and other appropriations from associates 609 699
Free cash flow 2,507 3,371
Dividends paid to shareholders (2,712) (2,611)
Share buy-back (including transaction costs) (800) (1,509)
Net investment activities (6) (19)
Net flow from share schemes and other 108 (79)
Net cash outflow (903) (847)
External movements on net debt
Exchange rate effects* 270 (163)
Change in accrued interest and other (17) (32)
Change in net debt (650) (1,042)
Opening net debt (9,515) (8,473)
Closing net debt (10,165) (9,515)
* Including movements in respect of debt-related derivatives.
In the alternative cash flow presented on page 24, the operating cash flow decreased by GBP412 million, or
7.7%, to GBP4,908 million, reflecting the growth in underlying operating performance at constant currency
being more than offset by adverse exchange rate movements. Lower payments relating to pension funds,
net interest paid, dividends to non-controlling interests and taxation offset the fall in appropriations from
associates following the completion of the Reynolds American Inc. share buy-back (GBP94 million in 2014
and GBP189 million in 2013). These, combined with the increase in restructuring costs, and payments for
Flintkote and Fox River, led to the Group's free cash flow decreasing by GBP864 million or 26% to GBP2,507 million.
The conversion of adjusted operating profit to operating cash flow remained strong at 91% (2013: 91%).
However, due to payments made in relation to Flintkote (GBP374 million) and Fox River (GBP63 million), the
ratio of free cash flow per share to adjusted diluted earnings per share fell to 64% (2013: 82%). Excluding
the Flintkote and Fox River payments in 2014 this was 76%.
Below free cash flow, the principal cash outflows for 2014 comprise the payment of the prior year final
dividend and the 2014 interim dividend, which was GBP101 million higher at GBP2,712 million, as well as a
GBP800 million outflow (2013: GBP1,509 million) due to the on-market share buy-back programme that was
suspended on 30 July 2014 due to the intended investment in Reynolds American Inc.
During 2014, the cash outflow from net investing activities was GBP6 million. In 2013, the cash outflow was
mainly for the acquisition of CN Creative and amounted to GBP19 million.
The other net flows principally relate to the impact of the level of shares purchased by the employee
share ownership trusts and cash flows in respect of certain derivative financial instruments.
These flows resulted in a net cash outflow of GBP903 million (2013: GBP847 million outflow). After taking
account of other changes, especially exchange rate movements, total net debt was GBP650 million higher at
GBP10,165 million at 31 December 2014 (2013: GBP9,515 million).
b) Net debt
The Group defines net debt as borrowings including related derivatives, less cash and cash equivalents
and current available-for-sale investments. The maturity profile of net debt is as follows:
2014 2013
GBPm GBPm
Net debt due within one year:
Borrowings 2,479 1,980
Related derivatives (79) (55)
Cash and cash equivalents 1,818) (2,106)
Current available-for-sale investments (50) (54)
532 (235)
Net debt due beyond one year:
Borrowings 9,779 9,716
Related derivatives (146) 34
9,633 9,750
Total net debt 10,165 9,515
The Group remains confident about its ability to access the debt capital markets successfully and reviews
its options on a continuing basis.
c) IFRS cash generated from operations
The cash generated from operating activities in the IFRS cash flows on page 17 includes the following
items:
2014 2013
GBPm GBPm
Profit from operations 4,546 5,526
Adjustments for:
Amortisation of trademarks and similar intangibles 58 74
Amortisation and impairment of other intangible assets 69 48
Gain on deemed partial disposal of a trademark - (26)
Depreciation and impairment of property, plant and equipment 396 355
Increase in inventories (405) (386)
Increase in trade and other receivables (36) (246)
Increase in trade and other payables 203 311
Decrease in net retirement benefit liabilities (170) (222)
Decrease in provisions for liabilities and charges (76) (19)
Other non-cash items 49 (49)
Cash generated from operations 4,634 5,366
d) IFRS net cash and cash equivalents
The net cash and cash equivalents in the IFRS Group cash flow statement on page 17 comprise:
2014 2013
GBPm GBPm
Cash and cash equivalents per balance sheet 1,818 2,106
Accrued interest (1) (1)
Overdrafts (325) (329)
Net cash and cash equivalents 1,492 1,776
e) Liquidity
The Treasury function is responsible for raising finance for the Group, managing the Group's cash
resources and managing the financial risks arising from underlying operations. All these activities are
carried out under defined policies, procedures and limits.
The Group targets an average centrally managed debt maturity of at least five years with no more than
20% of centrally managed debt maturing in a single rolling year. As at 31 December 2014, the average
centrally managed debt maturity was 6.8 years (2013: 7.2 years) and the highest proportion of centrally
managed debt maturing in a single rolling 12-month period was 18.7% (2013: 18.3%).
It is Group policy that short-term sources of funds (including drawings under both the Group US$2 billion
commercial paper programmes, and the Group GBP1 billion euro commercial paper programme) are backed
by undrawn committed lines of credit and cash. At 31 December 2014, commercial paper of GBP160 million
was outstanding (2013: GBP521 million).
In May 2014, the Group through B.A.T. International Finance p.l.c. negotiated a new central banking
facility of GBP3 billion with a final maturity of May 2019 (with two additional one-year extensions at the
option of the banks). This facility is provided by 22 banks. The new facility is on significantly improved
terms compared to the previous central banking facility of GBP2 billion, with a maturity of December 2015,
which was cancelled at the same time. The new facility was undrawn as at 31 December 2014 (2013: undrawn).
In September 2014, the Group signed a one-year bridge facility of US$4.7 billion with an extension option
of up to one year for its proposed investment in Reynolds American Inc.
In the year ended 31 December 2014, the Group continued with transactions in the capital markets. In
September 2014, the Group repaid a maturing €600 million bond, this repayment was financed from
Group cash balances. In September 2014, the Group issued a new CHF 350 million bond with a maturity of
2016; a new CHF 400 million bond with a maturity of 2021 and a new CHF 250 million bond with a
maturity of 2026. In August 2014 the Group repaid a maturing MYR 250 million note, this repayment was
financed from Group cash balances. In June 2014, the Group purchased and cancelled an existing US$40
million bond with a maturity of 2029; this purchase was financed from Group cash balances. In March
2014, the Group issued a new €400 million bond with a maturity of 2018 and a new €600 million bond
with a maturity of 2029.
In December 2013, a maturing GBP152 million bond was repaid and in November 2013, a maturing US$300
million bond was repaid. These repayments were financed from Group cash balances. In September 2013,
the Group issued a new GBP650 million bond with a maturity of 2026. In July 2013, the Group repaid a €519
million bond from the Group's cash balances. In March 2013, the Group issued a US$300 million bond
with a maturity of 2016 and €650 million bond with a maturity of 2025.
The Group has drawn US$225 million in 2013 and 2014 against a Chilean peso facility, maturing in 2016.
EARNINGS PER SHARE
Adjusted diluted earnings per share decreased by 3.9% to 208.1p (2013: 216.6p), principally as a result of
the lower profit from operations and the lower share of post-tax results of associates and joint ventures,
both due to adverse exchange rate movements, partially offset by lower interest paid and by the impact
of the share buy-back programme. At constant rates, adjusted diluted earnings per share increased by
7.9% to 233.7p (2013: 216.6p). Basic earnings per share were 18.6% lower at 167.1p (2013: 205.4p).
2014 2013
pence pence
Earnings per share
- basic 167.1 205.4
- diluted 166.6 204.6
Adjusted earnings per share
- basic 208.7 217.4
- diluted 208.1 216.6
Headline earnings per share
- basic 169.7 201.1
- diluted 169.1 200.4
Basic earnings per share are based on the profit for the year attributable to ordinary shareholders and the
weighted average number of ordinary shares in issue during the period (excluding treasury shares). For
the calculation of the diluted earnings per share, the weighted average number of shares reflects the
potential dilutive effect of employee share schemes.
The presentation of headline earnings per share, as an alternative measure of earnings per share, is
mandated under the JSE Listing Requirements. It is calculated in accordance with Circular 2/2013
'Headline Earnings', as issued by the South African Institute of Chartered Accountants.
Adjusted diluted earnings per share and adjusted diluted earnings per share at constant rates of
exchange are calculated by taking the following adjustments into account (see pages 21 to 23):
2014 2013
pence pence
Unadjusted diluted earnings per share 166.6 204.6
Effect of restructuring and integration costs 20.6 11.0
Effect of amortisation of trademarks and similar intangibles 2.7 3.2
Gain on deemed partial disposal of a trademark - (1.4)
Effect of Fox River (1.4) -
Effect of Flintkote 20.0 -
Effect of associates' adjusting items (0.4) (0.8)
Adjusted diluted earnings per share 208.1 216.6
Effect of exchange rate movements 25.6
Adjusted diluted earnings per share (at constant rates) 233.7 216.6
Diluted headline earnings per share are calculated by taking the following adjustments into account:
2014 2013
pence pence
Unadjusted diluted earnings per share 166.6 204.6
Effect of impairment of intangibles and property, plant and equipment 4.7 1.7
and held-for-sale assets
Effect of gains on disposal of property, plant and equipment and held-
for-sale assets (1.4) (3.5)
Effect of disposal of business and trademarks - (1.4)
Effect of gains reclassified from the available-for-sale reserve - (0.1)
Effect of share of associates' trademark and other asset impairments - 0.2
Effect of issue of shares and change in shareholding in associate (0.8) (1.1)
Diluted headline earnings per share 169.1 200.4
An alternative measure of headline earnings per share has been
presented below to take account of the effects of non-tobacco litigation
relating to Fox River and Flintkote (see page 22); this measure is in
addition to and not mandated by the JSE Listing Requirements:
Headline earnings per share amended for Fox River and Flintkote 187.7 200.4
The earnings per share are based on:
2014 2013
Earnings Shares Earnings Shares
GBPm m GBPm m
Earnings per share
- basic 3,115 1,864 3,904 1,901
- diluted 3,115 1,870 3,904 1,908
Adjusted earnings per share
- basic 3,891 1,864 4,133 1,901
- diluted 3,891 1,870 4,133 1,908
- diluted, at constant rates 4,371 1,870 4,133 1,908
Headline earnings per share
- basic 3,163 1,864 3,823 1,901
- diluted 3,163 1,870 3,823 1,908
DIVIDENDS
Recommendation
The Board recommends a final dividend of 100.6p per ordinary share of 25p for the year ended
31 December 2014. If approved by shareholders at the Annual General Meeting to be held on 29 April
2015, the final dividend will be payable on 7 May 2015 to shareholders registered on either the UK main
register or the South Africa branch register on 20 March 2015 (the record date).
General Dividend Information
The following is a summary of the dividends declared/recommended for the years ended 31 December
2014 and 2013.
2014 2013
Pence Pence
per per
share GBPm share GBPm
Ordinary shares
Interim
- 2014 paid 30 September 2014 47.5 881
- 2013 paid 30 September 2013 45.0 846
Final
- 2014 payable 7 May 2015 100.6 1,866
- 2013 paid 8 May 2014 97.4 1,831
148.1 2,747 142.4 2,677
Key dates and South Africa Branch Register
In compliance with the requirements of the London Stock Exchange (LSE) and of Strate, the electronic
settlement and custody system used by the JSE Limited (JSE), the following salient dates for the payment
of the final dividend are applicable:
Event Date 2015
Last Day to Trade (LDT) cum dividend (JSE) Friday 13 March
Shares commence trading ex-dividend (JSE) Monday 16 March
Shares commence trading ex-dividend (LSE) Thursday 19 March
Record date (JSE and LSE) Friday 20 March
Payment date Thursday 7 May
No removal requests permitted between the UK main Thursday 26 February to Friday
register and the South Africa branch register 20 March (inclusive)
No transfers permitted between the UK main register and Monday 16 March to Friday 20 March
the South Africa branch register (inclusive)
No shares may be dematerialised or rematerialised Monday 16 March to Friday 20 March
(inclusive)
As the Group reports in sterling, dividends are declared and payable in sterling except for shareholders on
the branch register in South Africa whose dividends are payable in rand. A rate of exchange of GBP:R =
17.76480 as at 24 February 2015 (the closing rate on that date as quoted by Bloomberg), results in an
equivalent final dividend of 1,787.13888 SA cents per ordinary share.
South Africa Branch Register: Dividends Tax Information
South Africa Dividends Tax of 268.07083 SA cents per ordinary share will be withheld from the gross final
dividend paid to shareholders on the South Africa branch register at the rate of 15% unless a shareholder
qualifies for an exemption. After Dividends Tax has been withheld, the net dividend will be
1,519.06805 cents per ordinary share.
At the close of business on 24 February 2015 (the latest practicable date prior to the date of the
recommendation of the final dividend), British American Tobacco p.l.c. (the "Company") had a total of
1,864,117,591 ordinary shares in issue (excluding treasury shares). The Company held 162,645,590
ordinary shares in treasury giving a total issued share capital of 2,026,763,181 ordinary shares.
The Company, as a South Africa non-resident, was not subject to the secondary tax on companies (STC)
regime which used to operate before the introduction of Dividends Tax. No STC credits are available for
set-off against Dividends Tax liability on the final dividend which is regarded as a 'foreign dividend' for the
purposes of the South Africa Dividends Tax.
British American Tobacco p.l.c. is registered with the South African Revenue Service (SARS) with tax
reference number 9378193172.
For the avoidance of doubt, Dividends Tax and the information provided above is of only direct
application to shareholders on the South Africa branch register. Shareholders on the South Africa branch
register should direct any questions regarding the application of Dividends Tax to Computershare Investor
Services Proprietary Limited, contact details for which are given in the 'Corporate Information' section
below.
RETIREMENT BENEFIT SCHEMES
The Group's subsidiaries operate around 170 retirement benefit arrangements worldwide. The majority
of the scheme members belong to defined benefit schemes, most of which are funded externally and
many are closed to new entrants. The Group also operates a number of defined contribution schemes.
The present total value of funded scheme liabilities as at 31 December 2014 was GBP6,609 million (2013:
GBP5,921 million), while unfunded scheme liabilities amounted to GBP385 million (2013: GBP337 million). The
schemes' assets increased from GBP5,780 million in 2013 to GBP6,266 million in 2014.
After excluding unrecognised scheme surpluses of GBP13 million (2013: GBP19 million), the overall net liability
for all pension and health care schemes in Group subsidiaries amounted to GBP741 million at the end of
2014, compared to GBP497 million at the end of 2013.
The actuarial losses of GBP428 million (2013: GBP308 million gain) recognised in the Group Statement of
Comprehensive Income are driven by changes in the discount rates, inflation rates and mortality
assumptions used in the valuation of retirement benefit scheme liabilities at each year end, resulting in a
GBP884 million loss (2013: GBP181 million gain) offset by increases in the fair value of scheme assets of
GBP456 million (2013: GBP127 million).
Contributions to the defined benefit schemes are determined after consultation with the respective
trustees and actuaries of the individual externally funded schemes, taking into account the regulatory
environment.
CHANGES IN THE GROUP
CTBAT International Limited
On 30 August 2013 the Group announced that CTBAT International Limited (CTBAT), a joint investment
incorporated in Hong Kong between subsidiaries of China National Tobacco Corporation (CNTC) and the
Group, had commenced official business operations. The joint venture was created in accordance with the
Joint Venture Agreement signed by both companies. It owns and manages the worldwide international
cigarette trademark State Express 555, and also the worldwide rights outside China to the leading CNTC
brand Shuang Xi.
CTBAT is reported as part of the Asia-Pacific region with the majority of its international sales (non-China
domestic sales) made through existing end markets of the Group in that region. All sales to mainland
China are via CNTC. CTBAT operates as an extension of the existing tobacco businesses of its investors and
is therefore treated as a joint operation as defined under IFRS 11 Joint Arrangements. The Group
recognises its share (50%) of the assets, liabilities, income and expenses of the arrangement on a line-by-
line basis in the consolidated financial statements.
The contribution of brands and businesses into CTBAT were recognised by the new entity at fair value,
resulting in a gain on the deemed partial disposal of the State Express 555 brand which was treated as an
adjusting item (see page 21).
The impact of the arrangement on operating results for 2014 and 2013 is not material.
SHARE BUY-BACK PROGRAMME
The Group suspended, with effect from 30 July 2014, its approved on-market share buy-back programme
with a value of up to GBP1.5 billion. This was as a result of the Group's announcement on 15 July 2014 that it
planned to invest US$4.7 billion as part of Reynolds American Inc.'s proposed acquisition of Lorillard. The
investment will enable the Group to maintain its 42% equity position in the enlarged Reynolds American
Inc's business.
During the year ended 31 December 2014, 23 million shares were bought at a cost of GBP795 million,
excluding transaction costs of GBP5 million. For the year ended 31 December 2013, 44 million shares were
bought at a cost of GBP1,500 million, excluding transaction costs of GBP9 million.
RELATED PARTIES
The Group's related party transactions and relationships for 2013 were disclosed on page 184 of the
Annual Report for the year ended 31 December 2013. In the year to 31 December 2014, there were no
material changes in related parties or in related party transactions except for the matters noted below:
During the year, the Group received proceeds of GBP94 million (2013: GBP189 million) in respect of its
participation in the share buy-back programme conducted by Reynolds American Inc. This programme
ceased in the second quarter of 2014.
On 15 July 2014, the Group announced that it has agreed to invest US$4.7 billion as part of Reynolds
American Inc.'s proposed acquisition of Lorillard enabling the Group to maintain its 42% equity position in
the enlarged business. The investment is contingent upon the completion of Reynolds American Inc.'s
acquisition of Lorillard. The shareholders of all parties approved the transaction at the shareholders'
meetings in January 2015. The acquisition is scheduled to be completed in the first half of 2015 subject to
required regulatory approvals in the US.
In addition, the Group and Reynolds American Inc. have agreed in principle to collaborate on next-
generation products and negotiations to reach final agreements are ongoing.
In December 2014, a charge was registered over the Group's head office, up to a maximum of GBP150
million, to secure contributions payable to the British American Tobacco UK Pension.
FOREIGN CURRENCIES
The principal exchange rates used were as follows:
Average Closing
2014 2013 2014 2013
Australian dollar 1.827 1.623 1.905 1.851
Brazilian real 3.874 3.381 4.145 3.908
Canadian dollar 1.819 1.612 1.806 1.760
Euro 1.241 1.178 1.289 1.202
Indian rupee 100.529 91.707 98.424 102.447
Japanese yen 174.223 152.715 186.946 174.080
Russian rouble 63.412 49.853 93.555 54.424
South African rand 17.861 15.099 18.039 17.347
US dollar 1.648 1.564 1.559 1.656
CONTINGENT LIABILITIES AND FINANCIAL COMMITMENTS
The Group has contingent liabilities in respect of litigation, taxes and guarantees in various countries. The
Group is subject to contingencies pursuant to requirements that it complies with relevant laws,
regulations and standards. Failure to comply could result in restrictions in operations, damages, fines,
increased tax, increased cost of compliance, interest charges, reputational damage or other sanctions.
These matters are inherently difficult to quantify.
In cases where the Group has an obligation as a result of a past event existing at the balance sheet date, it
is probable that an outflow of economic resources will be required to settle the obligation and the
amount of the obligation can be reliably estimated, a provision will be recognised based on best estimates
and management judgment. There are, however, contingent liabilities in respect of litigation, taxes in
some countries and guarantees for which no provisions have been made.
While the amounts that may be payable or receivable could be material to the results or cash flows of the
Group in the period in which they are recognised, the Board does not expect these amounts to have a
material effect on the Group's financial condition.
Taxes
The Group has exposures in respect of the payment or recovery of a number of taxes. The Group is and
has been subject to a number of tax audits covering, among others, excise tax, value-added taxes, sales
taxes, corporate taxes, withholding taxes and payroll taxes.
The estimated costs of known tax obligations have been provided in these accounts in accordance with
Group's accounting policies. In some countries, tax law requires that full or part payment of disputed tax
assessments be made pending resolution of the dispute. To the extent that such payments exceed the
estimated obligation, they would not be recognised as an expense.
There are disputes that may proceed to litigation in a number of countries including Brazil and South
Africa, whilst a dispute in Bangladesh proceeded to litigation in 2014.
Group litigation
Group companies, as well as other leading cigarette manufacturers, are defendants in a number of
product liability cases. In a number of the cases, the amounts of compensatory and punitive damages
sought are significant.
While it is impossible to be certain of the outcome of any particular case or of the amount of any possible
adverse verdict, the Group believes that the defences of the Group's companies to all these various claims
are meritorious on both the law and the facts, and a vigorous defence is being made everywhere. If an
adverse judgment is entered against any of the Group's companies in any case, an appeal will be made.
Such appeals could require the appellants to post appeal bonds or substitute security in amounts that
could in some cases equal or exceed the amount of the judgement. In any event, with regard to US
litigation, except for recent litigation brought against the company by the shareholders of Reynolds
American Inc. and Lorillard, Inc., the Group has the benefit of an indemnity from R. J. Reynolds Tobacco
Company, a wholly-owned subsidiary of Reynolds American Inc. At least in the aggregate, and despite the
quality of defences available to the Group, it is not impossible that the Group's results of operations or
cash flows in a particular period could be materially affected by this and by the final outcome of any
particular litigation.
Summary
Having regard to all these matters, with the exception of Fox River and Flintkote, the Group (i) does not
consider it appropriate to make any provision or charge in respect of any pending litigation, (ii) does not
believe that the ultimate outcome of this litigation will significantly impair the Group's financial condition.
Full details of the litigation against Group companies and tax disputes as at 31 December 2014 will be
included in the Annual Report for the year ended 31 December 2014. There were no material
developments in 2014 that would impact on the financial position of the Group, except for the settlement
agreement in respect of the current and potential future Flintkote related asbestos liability claims in the
United States (see page 22).
FRANKED INVESTMENT INCOME GROUP LITIGATION ORDER
The Group is the principal test claimant in an action in the United Kingdom against HM Revenue and
Customs in the Franked Investment Income Group Litigation Order (FII GLO). There are 25 corporate
groups in the FII GLO. The case concerns the treatment for UK corporate tax purposes of profits earned
overseas and distributed to the UK. The claim was filed in 2003 and the case was heard in the European
Court of Justice (ECJ) in 2005 and a decision of the ECJ received in December 2006. In July 2008, the case
reverted to a trial in the UK High Court for the UK Court to determine how the principles of the ECJ
decision should be applied in a UK context.
The High Court judgment in November 2008 concluded, among other things, that the corporation tax
provisions relating to dividend income from EU subsidiaries breached EU law. It also concluded that
certain dividends received before 5 April 1999 from the EU and, in some limited circumstances after 1993
from outside the EU, should have been creditable against advance corporation tax (ACT) liabilities with
the consequence that ACT need not have been paid. Claims for the repayment of UK tax incurred where
the dividends were from the EU were allowed back to 1973.
The case was heard by the Court of Appeal in October 2009 and the judgment handed down on 23
February 2010. The Court of Appeal determined that various questions, including which companies in the
corporate tree can be included in a claim, should be referred back to the ECJ for further clarification. In
addition, the Court determined that the claim should be restricted to six years and not cover claims dating
back to 1973.
The issue of time limits was heard by the Supreme Court in February 2012 and in May 2012 the Supreme
Court decided in the Group's favour, that claims submitted before 8 September 2003 can go back to 1973.
A hearing took place in February 2012 at the ECJ on the questions referred from the Court of Appeal.
The ECJ judgment of 13 November 2012 confirms that the UK treatment of EU dividends was
discriminatory and produces the same outcome for third-country dividends from 1994 in certain
circumstances. The judgment also confirms that the claim can cover dividends from all indirect as well as
direct EU subsidiaries and also ACT paid by a superior holding company.
The detailed technical issues of the quantification mechanics of the claim were heard by the High Court
during May and June 2014 and the judgment handed down on 18 December 2014. The High Court
determined that in respect of issues concerning the calculation of unlawfully charged corporation tax and
advance corporation tax, the law of restitution including the defence on change of position and questions
concerning the calculation of overpaid interest, the approach of the Group was broadly preferred. The
conclusion reached by the High Court would, if upheld, produce an estimated receivable of GBP1.2bn for the
Group. Appeals on a majority of the issues have been made to the Court of Appeal, which is likely to hear
the case in 2016.
No potential receipt has been recognised in the current period or the prior year, in the results of the
Group, due to the uncertainty of the amounts and eventual outcome.
ANNUAL REPORT
Statutory accounts
The financial information set out above does not constitute the Company's statutory accounts for the
years ended 31 December 2014 or 2013. Statutory accounts for 2013 have been delivered to the Registrar
of Companies and those for 2014 will be delivered following the Company's Annual General Meeting. The
auditors' reports on both the 2013 and 2014 accounts were unqualified, did not draw attention to any
matters by way of emphasis and did not contain statements under s498(2) or (3) of Companies Act 2006
or equivalent preceding legislation.
Publication
The Annual Report will be published on bat.com on 27 March 2015. At that time, a printed copy will be
mailed to shareholders on the UK main register who have elected to receive it. Otherwise, such
shareholders will be notified that the Annual Report is available on the website and will, at the time of
that notification, receive a Performance Summary (which sets out an overview of the Group's
performance, headline facts and figures and key dates in the Company's financial calendar) together with
a Proxy Form and Notice of Annual General Meeting. Specific local mailing and/or notification
requirements will apply to shareholders on the South African branch register.
DISCLAIMERS
This announcement does not constitute an invitation to underwrite, subscribe for, or otherwise acquire or
dispose of any British American Tobacco p.l.c. shares or other securities.
This announcement contains certain forward-looking statements that are subject to risk factors
associated with, among other things, the economic and business circumstances occurring from time to
time in the countries and markets in which the Group operates. It is believed that the expectations
reflected in this announcement are reasonable but they may be affected by a wide range of variables that
could cause actual results to differ materially from those currently anticipated.
Past performance is no guide to future performance and persons needing advice should consult an
independent financial adviser.
DISTRIBUTION OF PRELIMINARY STATEMENT
This announcement is released to the London Stock Exchange and the JSE Limited. It may be viewed and
downloaded from our website bat.com.
Copies of the announcement may also be obtained during normal business hours from: (1) the Company's
registered office; (2) the Company's representative office in South Africa; and (3) British American
Tobacco Publications.
Nicola Snook
Secretary
25 February 2015
OTHER TOBACCO PRODUCTS
The Group reports volumes as additional information. This is done with cigarette sticks as the basis, with
usage levels applied to other tobacco products to calculate the equivalent number of cigarette units.
The usage rates that are applied:
Equivalent to one cigarette
Roll-your-own (RYO) 0.8 grams
Make-your-own (MYO)
- Expanded tobacco 0.5 grams
- Optimised tobacco 0.7 grams
Cigars 1 cigar
Snus
- Pouches 1 pouch
- Loose snus 2.0 grams
Roll-your-own (RYO)
Loose tobacco designed for hand rolling, normally a finer cut with higher moisture, compared to cigarette
tobacco.
Make-your-own (MYO)
MYO expanded tobacco; also known as volume tobacco.
Loose cigarette tobacco with enhanced filling properties – to allow higher yields of cigarettes/kg -
designed for use with cigarette tubes and filled via a tobacco tubing machine.
MYO non-expanded tobacco; also known as optimised tobacco.
Loose cigarette tobacco designed for use with cigarette tubes and filled via a tobacco tubing machine.
GROUP VOLUME
The Group volume includes 100% of all volume sold by subsidiaries. In the case of the joint operation
described on page 30, the volume of CTBAT not already recognised by Group subsidiaries will be included
in Group volumes at 100% rather than as a proportion of volume sold, in line with the Group's
measurement of market share, which is based on absolute volume sold, both in individual markets and
globally.
SHAREHOLDER INFORMATION
FINANCIAL CALENDAR 2015
Wednesday 29 April Interim Management Statement
Wednesday 29 April Annual General Meeting at 11.30am
Milton Court Concert Hall, Silk Street, London EC2Y 9BH
Wednesday 29 July Half-Yearly Report
Wednesday 28 October Interim Management Statement
CALENDAR FOR THE FINAL DIVIDEND 2014
2015
Thursday 26 February Dividend announced: amount of dividend per share in both
sterling and rand; applicable exchange rate and conversion date
– Tuesday 24 February 2015; plus additional applicable
information as required in respect of South Africa Dividends
Tax(1).
Thursday 26 February to From the commencement of trading on Thursday 26 February
Friday 20 March 2015 to Friday 20 March 2015 (inclusive), no removal requests in
either direction between the UK main register and the South
Africa branch register will be permitted.
Friday 13 March Last Day to Trade or LDT (JSE)
Monday 16 March to Friday 20 March From the commencement of trading on Monday 16 March 2015
to Friday 20 March 2015 (inclusive), no transfers between the UK
main register and the South Africa branch register will be
permitted; no shares may be dematerialised or rematerialised.
Monday 16 March Ex-dividend date (JSE)
Thursday 19 March Ex-dividend date (LSE)
Friday 20 March Record date (LSE and JSE)
Wednesday 15 April Last date for receipt of Dividend Reinvestment Plan (DRIP)
elections (UK main register only)
Thursday 7 May Payment date (sterling and rand)
Note:
(1) Details of the applicable exchange rate and the South Africa Dividends Tax information can be
found under the heading 'Dividends' on page 29.
For holders of American Depositary Receipts (ADRs), the record date for ADRs is also Friday 20 March
2015 with an ADR payment date of Tuesday 12 May 2015.
CORPORATE INFORMATION
Premium listing
London Stock Exchange (Share Code: BATS; ISIN: GB0002875804)
Computershare Investor Services PLC
The Pavilions, Bridgwater Road, Bristol BS99 6ZZ, UK
tel: 0800 408 0094; +44 870 889 3159
Share dealing tel: 0870 703 0084 (UK only)
Your account: www.computershare.com/uk/investor/bri
Share dealing: www.computershare.com/dealing/uk
Web-based enquiries: www.investorcentre.co.uk/contactus
Secondary listing
JSE (Share Code: BTI)
Shares are traded in electronic form only and transactions settled electronically through Strate.
Computershare Investor Services Proprietary Limited
PO Box 61051, Marshalltown 2107, South Africa
tel: 0861 100 925; +27 11 870 8222
email enquiries: web.queries@computershare.co.za
American Depositary Receipts (ADRs)
NYSE MKT (Symbol: BTI; CUSIP Number: 110448107)
Sponsored ADR programme; each ADR represents two ordinary shares of British American
Tobacco p.l.c.
Citibank Shareholder Services
PO Box 43077
Providence, Rhode Island 02940-3077, USA
tel: 1-888-985-2055 (toll-free) or +1 781 575 4555
email enquiries: citibank@shareholders-online.com
website: www.citi.com/dr
Publications
British American Tobacco Publications
Unit 80, London Industrial Park, Roding Road, London E6 6LS, UK
tel: +44 20 7511 7797; facsimile: +44 20 7540 4326
e-mail enquiries: bat@team365.co.uk or
The Company's Representative office in South Africa using the contact details shown below.
British American Tobacco p.l.c.
Registered office
Globe House
4 Temple Place
London
WC2R 2PG
tel: +44 20 7845 1000
British American Tobacco p.l.c. is a public limited company which is listed on the London Stock Exchange
and the JSE Limited in South Africa. British American Tobacco p.l.c. is incorporated in England and Wales
(No. 3407696) and domiciled in the UK.
British American Tobacco p.l.c.
Representative office in South Africa
34 Alexander Street
Stellenbosch 7600
South Africa
(PO Box 631, Cape Town 8000, South Africa)
tel: +27 21 888 3194
Sponsor: UBS South Africa (Pty) Ltd
Date: 26/02/2015 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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