28 February 2019

BRITISH AMERICAN TOBACCO p.l.c.

PRELIMINARY ANNOUNCEMENT - YEAR ENDED 31 DECEMBER 2018

 

A STRONG BUSINESS PERFORMANCE ACROSS ALL CATEGORIES
KEY FINANCIALS	2018			Change vs 2017
	Current	Constant		Current	Constant
	rates	rates		Rates	rates
Revenue	£24,492m			+25.2%
Profit from operations	£9,313m			+45.2%
Basic earnings per share (EPS)	264.0p			-85.6%
Diluted EPS	263.2p			-85.6%
Net cash generated from operating activities	£10,295m			+92.5%
Borrowings	£47,509m			-3.9%
Dividend per share	203.0p			+4.0%
Non-GAAP:
Adjusted revenue on a representative basis*	£24,312m	£25,760m		-2.3%	+3.5%
Adjusted profit from operations on a representative basis*	£10,347m	£10,924m		-1.5%	+4.0%
Adjusted diluted EPS	296.7p	315.5p		+5.2%	+11.8%
Adjusted cash generated from operations	£8,071m	£8,476m		+146%	+158%
Adjusted net debt	£43,407m			-2.7%

The use of non-GAAP measures, including adjusting items and constant currencies, are further discussed on pages 45 to 46, with reconciliations from the most comparable IFRS measure provided. 

* Representative basis - see page 3 for explanation of this metric. All variances above are against equivalent 2017 information for the year ended 31 December 2017, revised for the impact of IFRS 15.

 

Nicandro Durante, Chief Executive said:

"BAT performed well in 2018, exceeding our target of high single figure adjusted constant currency EPS growth, whilst continuing to invest in long-term sustainable returns. The full year effect of the RAI acquisition and a translational foreign exchange headwind of approximately 6% (on revenue and profit from operations) and 7% (on EPS) distorted the Group's results. On an adjusted, constant currency, representative basis, this was a strong performance across the business, with:

 

·   11.8% growth in adjusted, diluted, constant currency EPS;

·   Group adjusted revenue growing 3.5% driven by total price/mix of +7%, adjusted profit from operations up 4.0% and adjusted operating margins higher by 40bps, at current rates, with substantial investment in Potentially Reduced-Risk Products (PRRPs);

·   Outperformance in combustibles, with market share¹ up 40 bps and strategic cigarette brand volume up 4.8%;

·   Excellent progress in Tobacco Heating Products (THP) and vapour, with adjusted revenue up 95% to £901 million, benefiting from the growth of vapour in the US, increasing 20%, and growth in glo, notably in Japan. With an excellent product pipeline, the Group continues to expect strong New Category growth, leading to New Category revenue of £5 billion by 2023/2024;

·   Improved financial performance across all regions, notably the US, where revenue was up 2.5% (excluding £94 million of revenue related to the sale of the international brand rights of Natural American Spirit in 2017), driven by pricing and value share, up 25bps, in combustibles; and

·   Strong operating cash flow conversion of 113% driving ex-foreign exchange deleveraging of 0.4x and supporting an increase in the dividend of 4%. At current rates, adjusted net debt to adjusted EBITDA was 4.0x.

 

We recognise that the proposed potential regulatory changes in the US have created some investor uncertainty.  We have a long experience of managing regulatory developments, a track record of delivering strong growth while investing for the future and an established multi-category approach. I am confident that my successor, Jack Bowles, will continue to deliver a similar level of sustainable long-term returns as we accelerate our Transforming Tobacco agenda. Looking into 2019 we are confident of another year of high single figure adjusted constant currency earnings growth and this confidence is reflected in our Board's proposal to increase the dividend by 4%".
 

 

HIGHLIGHTS

 

·   The Group's results benefitted from the full year effect of the RAI acquisition, which included certain accounting impacts related to the acquisition that affected the prior period. On a reported basis:

o Revenue increased 25%, with revenue from the Strategic Portfolio higher by 49%;

o Volume from cigarettes and THP grew 3.3%;

o Profit from operations was up 45%;

o Operating margin increased over 500 bps to 38.0%; and

o Cash conversion of 111%.

 

·   On a representative basis (as if BAT had owned RAI and the other acquisitions, completed in 2017, from 1 January 2017, and defined on page 3):

o Total cigarette and THP volume declined 3.5% to 708 billion. In the key markets² volume was down 2.7%, outperforming the industry which was estimated to be down 3.4%*, leading to a 40 bps increase in market share;

o Strategic cigarette and THP volume grew 5.8%, led by a 217% increase in THP consumables to 7 billion sticks, as well as growth of Natural American Spirit, Rothmans and Pall Mall;

o Adjusted revenue, at constant rates, increased by 3.5%, driven by robust cigarette price mix (6%) and growth in THP and vapour revenue of 95% to £901 million at constant rates of exchange;

o Adjusted revenue from the Strategic Portfolio (defined on page 3) was up 8.5% on a constant rate basis, driven by:

§ a 5.7% growth in revenue from the strategic combustible brands;

§ a near doubling of adjusted revenue from NGP to £901 million, at constant rates, with THP (up over 180% to £576 million) and vapour (26% higher at £325 million); and

§ an increase of over 11% in revenue from oral to £952 million.

o Adjusted profit from operations grew 4.0% at constant rates of exchange as the adjusted revenue growth and continued drive for efficiency gains more than offset the significant investment in PRRP as the Group continues to develop this category until it matures to break-even and profitability. Since the acquisition, the Group has realised over US$300 million of savings from RAI on an annualised basis;

o Adjusted operating margin, at current rates, was 40 bps higher at 42.6%, as the investment in the development and roll out of PRRP was more than offset by good pricing and cost control; and

o Operating cash flow conversion of 113% (2017: 79%). Normalising for the timing of the MSA payment, brought forward to 2017, the operating cash conversion was 100% (2017: 97%), demonstrating the continuing strong cash generation while investing in the New Categories.

 

·   Adjusted net debt³ to adjusted EBITDA was 4.0x (from 5.3x in 2017) but would have been 3.6x on a constant currency basis. This reduction reflects the Group's commitment to deleveraging;

·   Basic earnings per share declined 86%, with diluted earnings per share 86% lower, as the prior year was affected by a one-off gain related to the acquisition of RAI of £23.3 billion and by a £9.6 billion deferred tax credit due to the US tax reforms, both of which do not repeat in 2018;

·   Adjusted diluted earnings per share at constant rates of exchange rose 11.8% as the Group's growth in operating performance and lower underlying effective tax rate (mainly due to the US Federal tax reform in 2017) more than offset an increase in net finance costs, due to the higher borrowings following the acquisition of RAI and an increase in investment in PRRPs; and

·   Dividend per share increases 4.0% to 203.0p, payable in four quarterly dividend payments of 50.75p per share.

 

The decision by the Quebec Court of Appeal, with regards to the 2015 award of CAD$15.6 billion (approximately £9 billion) against a Group subsidiary (Imperial Tobacco Canada - ITCAN) and others, of which ITCAN's share was CAD$10.4 billion (approximately £6 billion) in relation to the Quebec Class Action is due to be released on 1 March 2019. See pages 19 and 42 for additional details.

1 - Key Market offtake share, as independently measured by retail audit agencies (including Nielsen), shipment share estimates, and share of retail for the US business, based upon latest available validated data.

2 - The Group's Key Markets represent over 80% of the Group's cigarette volume.

3 - For the purposes of assessing the Group's ability to service its borrowings, the Group provides the ratio of adjusted net debt to adjusted EBITDA calculation. Adjusted net debt is net debt excluding the impact of the purchase price allocation adjustments (2018: £944 million, 2017: £947 million).

* Source: Internal estimates
 

Definition of key terms

 

Adjusting items and constant currency measures

To provide a more comprehensive understanding of the performance of the Group, this announcement also presents the adjusted performance of the Group, at current and constant translational rates of exchange. This excludes the adjusting items explained on pages 30 to 34.

Adjusting items within this report represent certain items of income and expense which the Group considers distinctive based upon their size, nature or incidence. In addition, certain adjusting items within this report represent the potentially distorting impact of foreign exchange on certain of the Group's results. As explained on page 45, the Group does not adjust for normal transactional gains or losses in profit from operations which are generated by exchange rate movements.

Inclusion of results on a "representative basis"

Where appropriate, the Group is also presenting (as a supplement to the results) the 2018 performance against 2017, as though the Group had owned the acquisitions made in 2017 for the whole of that year. Comparison of results on this basis are termed "on a representative basis" and provide shareholders with a results comparison representative of the position as if the Group had owned the acquisitions throughout 2017 and 2018.

Results on a representative basis are not deemed to be equivalent to pro forma financial information as they are derived from an adjusted measure, which will exclude the adjusting items, that may arise in the context of a pro forma presentation due to the requirements of such areas as purchase price allocation adjustments (to inventory, amortisation of the fair value adjustment to debt and the amortisation of trademarks). As previously announced, in 2017, the Group withdrew from the Philippines. No adjustment to the 2017 representative basis information has been included as this is immaterial to the Group's results. There were no material acquisitions in 2018 requiring adjustment.

For a reconciliation from the most directly comparable IFRS measures to the Group's adjusted results on a representative basis, see the appendices on pages 55 and 56. For additional information on the use of non-GAAP measures, see the discussion regarding "Non-GAAP Measures" under the section "Other Information" on pages 45 to 49.

Strategic Portfolio 

As previously announced, from 1 January 2018, the Group introduced a new measure called Adjusted Revenue Growth of the Strategic Portfolio, as part of the short-term incentive scheme. 

 

The Strategic Portfolio is comprised of:

·      Strategic Combustibles; and

·      Potentially Reduced-Risk Products (excluding certain immaterial Traditional Oral products).

 

Strategic Combustibles

Strategic combustibles comprise the Strategic Cigarette and OTP brands Kent, Dunhill, Lucky Strike, Pall Mall, Rothmans, Newport, Camel (US) and Natural American Spirit (US).

 

Potentially Reduced-Risk Products (PRRP)

PRRPs include:

·     Tobacco Heating Products (THP) including glo, neo sticks and our hybrid products; 

·      Vapour products including Vype, Vuse (Alto and Vibe), Ten Motives (including CIRRO) and ViP;

·     Modern Oral including the white snus brands of EPOK and Lyft; and

·      Traditional Oral including moist snuff tobacco brands of Grizzly, Mocca, Granit and Kodiak, and the traditional snus products (including Camel snus).

New Categories comprises THP, Vapour and Modern Oral effective 1 January 2019.

Based on the available science, PRRPs have been shown to be reduced-risk; are likely to be reduced-risk; or may have the potential to be reduced-risk, in each case if switched to exclusively as compared to continuing to smoke cigarettes.*

 

Other tobacco products (OTP) comprises largely the sales of roll your own (RYO), make your own (MYO), pipe and cigarillos.

 

Revision of 2017 results for IFRS 15 (Revenue from Contracts with Customers), effective 1 Jan 2018

The Group's results for the year ended 31 December 2018 are presented in accordance with IFRS 15 (Revenue from Contracts with Customers). The 2017 results have been revised for IFRS 15 (as previously announced on 2 May 2018) which the Group adopted on a fully retrospective basis. 

*Our vapour product Vuse, and oral products Grizzly, Camel Snus and Kodiak, which are only sold in the US, are subject to FDA regulation and no reduced-risk claims will be made as to these products without agency clearance.
 

 

PERFORMANCE IN NUMBERS
Year ended 31 December 2018
	Reported			Adjusted5			Adjusted5 at CC6
	2018	Vs 20174		2018	Vs 20174 representative basis7		2018	Vs 20174 representative basis7
Cigarettes and THP Volume (bn sticks)
Cigarettes	701	+2.6%						-4.1%
Strategic cigarettes	444	+16.7%						+4.8%
Other	257	-15.1%						-16.4%
THP	7	+217%						+217%
	708	+3.3%						-3.5%
By region:
US	77	+118%						-5.3%
APME	228	+0.7%						+0.7%
AMSSA	157	-5.4%						-5.4%
ENA	246	-4.7%						-5.3%
Total	708	+3.3%						-3.5%
Other volume
Oral - Pouches  - bn	3.9	+93%						+10.5%
Oral - Other - mn kg	14.6	+119%						-4.0%
Vapour - mn pods/10ml units	189	+100%						+35.3%
OTP (incl RYO and MYO) - bn sticks equivalent	22	-6.6%						-7.5%
Revenue (£m):
US	9,495	+128%		9,495	-2.0%		9,838	+1.5%
APME	4,882	-1.8%		4,882	-1.7%		5,250	+5.7%
AMSSA	4,111	-4.9%		4,111	-4.8%		4,560	+5.6%
ENA	6,004	-1.7%		5,824	-1.3%		6,112	+3.5%
Total	24,492	+25.2%		24,312	-2.3%		25,760	+3.5%
Revenue from:
Strategic combustibles	15,457	+43%		15,457	+0.4%		16,273	+5.7%
NGP	883	+139%		883	+92%		901	+95%
Vapour	318	+89%		318	+23%		325	+26%
THP	565	+180%		565	+178%		576	+184%
Oral	917	+128%		917	+7.3%		952	+11.3%
Modern	34	+127%		34	+127%		36	+140%
Traditional	883	+128%		883	+5.1%		916	+9.0%
PRRP	1,800	+133%		1,800	+37%		1,853	+41%
Strategic Portfolio	17,257	+49%		17,257	+3.3%		18,126	+8.5%
Other	7,235	-9.0%		7,055	-13.7%		7,634	-6.6%
Total Revenue	24,492	+25%		24,312	-2.3%		25,760	+3.5%
Profit from operations (£m):
US	4,006	+244%		4,511	+1.8%		4,686	+5.8%
APME	1,858	-2.3%		1,948	-6.1%		2,099	+1.2%
AMSSA	1,544	-6.3%		1,738	-3.7%		1,922	+6.5%
ENA	1,905	+12.3%		2,150	-2.2%		2,217	+0.8%
Total	9,313	+45.2%		10,347	-1.5%		10,924	+4.0%

PERFORMANCE IN NUMBERS
Year ended 31 December 2018
		Reported				Adjusted5							Adjusted5 at CC6
		2018		Vs 20174		2018		Vs 20174 representative basis7					2018		Vs 20174 representative basis7
Operating Margin
US		42.2%		+1,420 bps		47.5%		+180 bps
APME		38.1%		-20 bps		39.9%		-180 bps
AMSSA		37.6%		-60 bps		42.3%		+50 bps
ENA		31.7%		+390 bps		36.9%		-30 bps
Total		38.0%		+520 bps		42.6%		+40 bps
Earnings per share (pence)
Basic		264.0p		-86%
Diluted		263.2p		-86%		296.7p		+5.2%					315.5p		+11.8%
Cash flow
								Year ended 31 December
								2018		2017				Variance
								£m		£m				%
Net cash generated from operating activities (see page 35)								10,295		5,347				+93%
Dividends paid to non-controlling interests								(142)		(167)				-15%
Net interest paid								(1,533)		(1,004)				+53%
Net capital expenditure								(845)		(767)				+10%
Trading loans to third parties								(93)		101				-192%
Other								2		(10)				+120%
Free cash flow								7,684		3,500				+120%
Net cash impact of adjusting items								601		685				-12%
Restructuring costs								293		513				-43%
Non-tobacco litigation (Fox River)								30		25				+20%
Tobacco litigation (Engle, Quebec deposit)								278		147				+89%
Dividends from associates								(214)		(903)				-76%
Adjusted cash generated from operations								8,071		3,282				+146%
Cash conversion ratio								111%		83%
(Net cash generated from operating activities as a % of profit from operations)
Operating cash flow conversion							113%				79%
(Net cash generated from operating activities before the impact of adjusting items, trading loans, pension shortfall funding, taxes paid and after net capital expenditure and dividends from associates as a % of adjusted profit from operations)

4. The results for 2017 have been amended ("Revised") following the Group's retrospective application of IFRS 15 (Revenue from Contracts with Customers).  2017 also reflects the new regional structure, effective 1 January 2018. See page 29 and 30 and pages 55 to 56.

5. Adjusting items represent certain items which the Group considers distinctive based upon their size, nature or incidence. See pages 45 and 46. Reconciliations from the most comparable IFRS measures have been provided, for revenue, on page 47, for profit from operations on page 47, for tax, on page 48, for cash conversion, on page 48, and for diluted earnings per share, on page 47. For additional information on the use of non-GAAP measures, see the discussion regarding other "Non-GAAP Measures" under the section "Other Information" on pages 45 to 49.

6. CC - constant currency - measures are calculated based on a re-translation, at the prior year's exchange rates, of the current year's results of the Group and, where applicable, its segments. For additional information on the use of non-GAAP measures, see the discussion regarding "Non-GAAP Measures" under the section "Other Information" on pages 45 to 49.

7. Representative basis - as if BAT had owned RAI and other acquisitions, undertaken in 2017, from 1 January 2017. The representative basis adjustment also includes an aggregate amount of approximately £250 million of certain additional adjusting items related to the acquired companies (primarily related to Engle Progeny and transaction costs incurred by RAI). A reconciliation to the 2017 adjusted "representative" results is provided in the attached appendices starting on page 55. For additional information on the use of non-GAAP measures, see the discussion regarding "Non-GAAP Measures" under the section "Other Information" on pages 45 to 49.

Note: In respect of the United States region, all financial statements and financial information provided by or with respect to the US business or RAI (and/or the RAI Group) are prepared on the basis of US GAAP and constitute the primary financial statements or financial information of the US business or RAI (and/or the RAI Group). Solely, for the purpose of consolidation within the results of BAT p.l.c. and the BAT Group, this financial information is then converted to International Financial Reporting Standards as issued by the IASB and adopted by the European Union (IFRS). To the extent any such financial information provided in these financial statements relate to the US business or RAI (and/or the RAI Group), it is provided as an explanation of the US business' or RAI's (and/or the RAI Group's) primary US GAAP based financial statements and information.
 

 

PERFORMANCE REVIEW

 

The following review presents the Group's performance for the year ended 31 December 2018.

TOTAL GROUP REVENUE

On a reported basis, revenue increased by 25.2% to £24,492 million. This was driven by a 3.3% growth in volume from cigarettes and THP, which was largely due to the inclusion of RAI as a wholly-owned subsidiary, as well as pricing.

On a representative basis, adjusted revenue⁸ increased 3.5% at constant rates of exchange, as price mix in cigarettes of 6%, and the growth of PRRP more than offset a decline in total cigarettes and THP volume of 3.5%.

Volume grew in a number of markets, including in Pakistan (as the market recovered following the revision to excise), in Japan (driven by THP), and also in Turkey, Poland, Romania and Egypt. This growth was more than offset by lower volume in Saudi Arabia (due to down-trading and market contraction following the 2017 excise-led price increase), the US (partly due to the impact of fuel price rises on disposable income, the change in excise in California and the growth of vapour), Brazil (primarily due to down-trading to illicit trade) and Russia (largely due to both market contraction and inventory movements in the supply chain).

Revenue in 2017 on a representative basis included £94 million of revenue recognised by RAI related to the sale of inventory associated with the international brand rights of Natural American Spirit.  Excluding the revenue related to the sale, adjusted revenue would have increased by 3.9% on a representative, constant currency basis.

Revenue from the Strategic Portfolio

Revenue from the Strategic Portfolio grew by 49% (to £17,257 million) mainly due to the inclusion of RAI. On a representative constant currency basis, this was an increase of 8.5% driven by robust pricing, an increase in NGP revenue (from THP and vapour) of 95% to £901 million and the performance of the Group's strategic cigarette brands which grew market share 40 bps.

Strategic Cigarette and THP brands

The strategic cigarette and THP brands collectively grew volume 5.8% on a representative basis:

·   Dunhill's overall market share was stable as strong performances in Indonesia, Brazil and South Africa were offset by the effect of down-trading in Saudi Arabia and South Korea. Volume was 6.1% lower as the continued growth in Indonesia was more than offset by the effect of the down-trading noted above and market size contraction in Brazil, South Africa and Malaysia;

·   Kent's market share was up 50 bps, with volume increasing 1.7%, driven by Japan (including Kent Neo Sticks), Turkey, Brazil and Ukraine. This more than offset lower volume in the Middle East and Russia (despite an increase in market share as volume was affected by trade inventory movements);

·   Lucky Strike grew market share 20 bps, which was driven by Indonesia, Japan, Colombia, Spain, France, Argentina and Mexico. Volume was 1.0% down as growth in Germany, Colombia, Japan and Argentina was more than offset by declines due to industry contraction in Indonesia and France;

·   Rothmans' market share continued to grow, increasing a further 110 bps with volume up 19.7% driven by Ukraine, Russia, Nigeria, Bulgaria and migrations in Poland, Brazil and Colombia;

 

 

8 Adjusted revenue excludes the distorting effect on revenue discussed on page 31, which related to excise on products acquired under short-term contract manufacturing arrangements. 
 

Performance summary cont…

·   Pall Mall market share grew 10 bps, with volume up 20.4% partly due to the inclusion of Pall Mall in the US following the acquisition of RAI. This was an increase of 9.9% on a representative basis, partly due to the strong volume and market share growth in Saudi Arabia that followed the market down-trading arising from the excise-led price increases in 2017, more than offsetting lower market share in the US. Pakistan continued to grow volume and market share after the revision to excise, with higher volume and market share also achieved in Mexico and Australia; and

·   The US market was estimated to be 4.5-5.0% down, due to the impact of higher fuel prices on disposable income, the growth of the vapour category and the full year effect of the change in excise in 2017 in California:

·      Newport grew market share 10 bps in the US. Volume declined 4.6% on a representative basis, partly due to inventory movements within the supply chain;

·      Natural American Spirit's share momentum continued in the US, up 20 bps, with volume higher by 3.5% on a representative basis, outperforming the market due to a strong performance in the premium segment; and

·     Camel's market share was flat in the US. Volume was lower by 4.4%, on a representative basis, partly due to a strong comparator period.

Tobacco Heating Products (THPs)

The Group delivered significant growth in THPs in 2018. In Japan (which accounts for approximately 70% of global industry volume) market share accelerated its growth momentum in the second half of the year, boosted by the launch of Neo, the Group's premium consumables range. Although still in the roll out phase in many markets, we also saw consistent growth across the other 14 THP markets. Key highlights include:

·     An increase of over 180% in revenue to £565 million, or £576 million on a constant rate basis, due to 217% growth in consumables volume to 7 billion, driven by Japan and an expansion to 10 markets in the year (Italy, Serbia, Croatia, Greece, Poland, Czech Republic, Kazakhstan, Ukraine, Bulgaria and Malaysia);

·     An increase in market share of glo in Japan to 4.7% (December 2018), and an increase to over 20% category share; and

·     Volume in Japan was weighted to the second half of the year following the launch of additional product offers in 2018, with market share gaining 40 bps in that period.

Vapour

The Group's vapour portfolio performed strongly with significant growth in both volume and revenue across our 15 vapour markets. Growth was weighted towards the second half of the year and driven by both new market and product launches. Total volume was up by 35%, on a representative basis, with good performances in the world's three largest vapour markets - with volume growth in the US, UK and France. In France, we achieved market leadership (in tracked channels). Key highlights include:

·     Total vapour revenue increased 89% to £318 million, due to the inclusion of a full year's revenue from RAI. This was a 26% increase to £325 million (2017: £258 million) on an adjusted representative, constant rate basis;

·     In the US, notwithstanding a reduction in market share due to the rapid growth of the overall market, consumables grew by 36%. This was driven by the expansion of Vuse Alto and re-launch of Vuse Vibe; 

·     Vype and the Group's other vapour brands in the rest of the world (including 10 Motives and ViP in the UK), grew consumables volume by 34%;

Performance summary cont…

·     Our new product Vype e-Pen3 was launched in the second half of the year in the UK, Canada, Colombia, New Zealand and France. It is performing extremely well, reaching 7.1% and 3.9% value share in France and the UK respectively, and was voted Product of the Year (vapour category) in the UK's largest consumer survey of product innovation; and

·     Vype is a leading vapour brand in Germany, where it is the clear market leader within the rechargeable segment. The Group further enhanced its capabilities with the acquisition of Germany's leading vapour retail chain in November 2018. 

Modern Oral

Our Modern Oral category comprises the brands EPOK and Lyft, which both experienced significant growth in 2018. In the Nordics and in Switzerland, our brands have quickly established a meaningful foothold in the total oral market. Key highlights include:

·     Total revenue grew 127% to £34 million, a 140% increase on a representative, constant rate basis;

·     EPOK is the fastest growing oral brand in the Nordics achieving 8% total oral market share (December 2018) in Norway;

·     In Switzerland EPOK is the fastest growing brand in the category and already has a 17% share of the total oral category in December 2018, which is now 1.7% of the total nicotine segment; and

·     Lyft, the Group's tobacco-free product, was launched in Sweden, achieving 4.5% total oral market share in handlers.

Traditional Oral

In the Traditional Oral category (comprising traditional snus and moist snuff) revenue from the strategic brands grew 128%, benefiting from the inclusion of RAI for the full 12 months. On an adjusted, representative basis at constant rates of exchange this was an increase of 9% to £916 million.

In the US, traditional oral volume was down 2.3% on a representative basis. This was in part due to both a decline in the total market, as well as a reduction in Grizzly market share of 40 bps, caused by the brand lapping a tough comparator which had benefited from a competitor's product recall, though returning to growth in the final quarter of 2018. This was more than offset by total pricing and a 40 bps increase in total value share, with revenue from the strategic portfolio growing 8% to £893 million, on a constant rate, representative basis. 

Other tobacco products

Volume of other tobacco products (OTP) declined 6.6% (or 7.5% on a representative basis) to 22 billion sticks equivalent (being approximately 3% of the Group portfolio), driven by lower volume in France, Spain, Hungary and Germany.

PROFIT FROM OPERATIONS AND OPERATING MARGIN

Profit from operations, on a reported basis was up 45.2% at £9,313 million with operating margin up over 500 bps to 38.0%, largely due to the inclusion of a full year's results from RAI. In particular, 2017 included a number of charges related to the acquisition of RAI, including a £465 million increase to inventory as part of the purchase price allocation adjustment, that reduced profit from operations and operating margin in that period. The Group's results were also negatively impacted by a translational foreign exchange headwind of 5.5%.

Adjusted profit from operations and adjusted operating margin

Adjusted profit from operations, on a representative basis and at constant rates of exchange was 4.0% higher at £10,924 million, with growth across all regions, reflecting the increase in revenue, whilst increasing the investment behind the expansion of THP and vapour by approximately £500 million (including device discounting). On a representative basis, adjusted operating margin, at current rates, was 40 bps higher, due to the realisation of the cost savings in the US (being over US$300 million on an annualised basis since the acquisition) and the enhancement in operating margin in AMSSA which more than offset the increased investment undertaken in APME and ENA.
 

REGIONAL REVIEW

The performances of the regions are discussed below. The following discussion is based upon the Group's internal reporting structure announced in 2017 and effective from 1 January 2018. Prior period comparators have been revised accordingly. Prior periods have also been revised for the impact of IFRS 15.

Regional Summary information

	Cigarettes and THP (bn sticks)				Revenue (£m)				Profit from operations (£m)
	2018	Vs 2017			2018	Vs 2017			2018	Vs 2017
		Actual	Adj Repres			Actual	Adj Repres at cc			Actual	Adj Repres at cc
US	77	+118%	-5.3%		9,495	+128%	+1.5%		4,006	+244%	+5.8%
APME	228	+0.7%	+0.7%		4,882	-1.8%	+5.7%		1,858	-2.3%	+1.2%
AMSSA	157	-5.4%	-5.4%		4,111	-4.9%	+5.6%		1,544	-6.3%	+6.5%
ENA	246	-4.7%	-5.3%		6,004	-1.7%	+3.5%		1,905	+12.3%	+0.8%
Total	708	+3.3%	-3.5%		24,492	+25.2%	+3.5%		9,313	+45.2%	+4.0%

Variance termed "Adj Repres" refers to the variance between the 2018 adjusted performance against the adjusted 2017 performance on a representative basis - as though the Group had owned the acquisitions undertaken in 2017 for the full financial year. Use of the term "at cc" refers to the variance between the 2018 adjusted performance, at 2017 exchange rates, against the adjusted 2017 performance on a representative basis. A reconciliation of the 2017 performance to adjusted representative is provided on pages 55 to 56.

UNITED STATES (US):

The cigarette industry was estimated to be around 4.5% lower in 2018 partly due to the impact of higher fuel prices on disposable income, the growth of the vapour category and the full year effect of the change in excise in 2017 in California. The decline moderated in the second half of the year, from an estimated 5.3% to 4.1%.

In 2018, cigarette volume from the US business was 77 billion sticks, which represents an increase of 118% due to the recognition of a full year's volume from RAI. On a representative basis, this was 5.3% lower than in 2017, with market share down 20 bps, as continued market share growth in Natural American Spirit (up 20 bps) and Newport (10 bps higher) and stable Camel share was more than offset by lower market share in Pall Mall (down 20 bps) and declines in the remainder of the portfolio. US volumes were further affected by a strong comparator due to Camel and Newport product launches in the first six months of 2017. Total value share grew 25 bps driven by the performance of the premium brands.

The US vapour market experienced strong growth (up approximately 120% in volume terms) which the Group estimates has contributed to a total volume decline in cigarettes of 0.7% during 2018. Whilst new competitor vapour brands have taken market share, Vuse continued to grow volume of consumables (cartridges) by 36%, on a representative basis, with distribution of Alto reaching over 70,000 outlets, which is estimated to be approximately 70% of the retail universe. Performance was negatively impacted by a product recall of Vibe, arising from a few isolated issues which have been resolved.

Oral volume declined 2.3% on a representative basis, with market share down against the prior period which, on a representative basis, benefited from a competitor's product recall.

During 2018, the US Food and Drug Administration (FDA) regulatory proposals contributed to increased uncertainty in the US operating environment. Given our long track record of success in the face of regulatory change in the industry, and our strong portfolio of brands, we are confident in our ability to manage the proposals, noting that any FDA regulation or proposed ban of menthol in cigarettes must be developed through a comprehensive rule making process, be based on a thorough scientific review and consider all unintended consequences in order to withstand judicial review. 

 

Regional review continued…

In 2017, the FDA accepted and filed for substantive review the Modified Risk Tobacco Products (MRTP) applications for Camel Snus, which were subsequently provided with a favourable recommendation from the Tobacco Products Scientific Advisory Committee (TPSAC). There is no timetable for the FDA to issue a decision on the MRTP applications, however the Group anticipates a decision during 2019.

Revenue

Reported revenue was £9,495 million, an increase on 2017 of 128%, largely due to the 12-month inclusion of results from RAI, compared to approximately five months in 2017. On a constant currency, representative basis, adjusted revenue was up 1.5% as pricing in both the combustibles and oral categories and higher Vuse consumables volume more than offset the reduction in combustibles and oral volume (previously discussed). Revenue in 2017 on a representative basis included £94 million of revenue recognised by RAI related to the sale of inventory associated with the international brand rights of Natural American Spirit. Excluding the revenue related to the sale, adjusted revenue would have increased by 2.5% on a representative, constant currency basis.

Revenue from vapour grew by 156% to £184 million, an increase of 20% on a representative, constant currency basis. Excluding the impact of the recall related to the consignment of batteries noted above, management estimate the increase would have been an increase of approximately 32%.

Profit from operations

Reported profit from operations was £4,006 million, an increase of 244% on 2017, largely due to the full year's inclusion in the Group's results. Excluding adjusting items related to Engle and integration costs, profit from operations was £4,511 million, an increase of 1.8% on an adjusted, representative basis, or 5.8% excluding the translational foreign exchange headwind. This increase reflects the growth in revenue from the portfolio and cost reductions since the acquisition of RAI.

Cost synergies are progressing well, with annualised savings of over US$300 million delivered to date. The Group continues to expect to deliver over US$400 million of synergies by the end of 2020.

ASIA-PACIFIC AND MIDDLE EAST (APME):

Volume was up 0.7% at 228 billion sticks driven by the recovery in the combustibles volume in Pakistan (following the revision to the excise structure that negatively impacted the equivalent period in 2017) and the performance of glo in Japan and South Korea with sales of 6.5 billion sticks in the period. This growth in volume was partly offset by lower volume in the Middle East, largely due to the impact of 2017 excise-led price increase in Saudi Arabia and the difficult trading environment in a number of countries in the Middle East. Volume was lower in Bangladesh due to higher illicit trade following an increase in excise, with Indonesia lower due to market contraction. Volume decreases have slowed in Malaysia after a period of accelerated decline following the excise changes in prior years.

Market share in the region was up 110 bps. Kent (including THP sticks) was up in Japan (which was partly due to a growing share of glo, up 340 bps), with Dunhill and Lucky Strike higher in Indonesia. Pall Mall grew in Pakistan, Australia and particularly in Saudi Arabia, where the Group became market leader. The Group also grew Rothmans in Malaysia and increased total market share in Bangladesh. This growth was partially offset by lower market share in South Korea, due to a reduction in Dunhill partly driven by the growth of the THP segment and a reduction in Taiwan driven by Dunhill and Pall Mall.

Revenue

Reported revenue declined 1.8% to £4,882 million, as pricing, higher volume (discussed above) and the positive mix effect - largely in Japan through the growth in glo - was offset by a combination of inventory movements in the prior year, down-trading in Saudi Arabia and by the foreign exchange headwinds related to the relative strength of sterling. Excluding the translational foreign exchange headwind, constant currency adjusted revenue, on a representative basis grew 5.7%.
 

Regional review continued…

Profit from operations

Reported profit from operations declined 2.3% to £1,858 million, as the performance was negatively affected by foreign exchange headwinds and adjusting items related to the ongoing costs of the Group's restructuring programme. Adjusted profit from operations on a representative constant currency basis grew 1.2% to £2,099 million driven by an improvement in Japan, where the performance of both combustibles and THP more than offset the higher marketing investment, and increases in Australia, Pakistan and Bangladesh. These were partly offset by Saudi Arabia which was negatively impacted by down-trading, as previously discussed, and South Korea.

AMERICAS AND SUB-SAHARAN AFRICA (AMSSA):

Volume was 5.4% lower at 157 billion sticks, largely driven by the growth of illicit trade in Brazil and South Africa, the termination of a third-party licence agreement in Mexico and market contraction in Canada, Colombia and Venezuela. South African volumes stabilised in the second half of 2018 after a period of decline.

Market share was 20 bps lower as growth driven by Kent (migration from Free) in Brazil, Dunhill in South Africa, Rothmans in Colombia and Brazil (following the migration from Mustang and Minister respectively, to strengthen the consumer proposition) and in Argentina, and Pall Mall in Mexico was more than offset by declines in the local portfolio which was largely due to the growth in illicit trade especially in South Africa and Brazil.

Vype was launched in Canada through exclusive distribution in the top four key accounts, representing over 4,000 retail outlets. In the seven months since launch, it had sold to over 92,000 adult users.

Revenue

Reported revenue declined 4.9% to £4,111 million, due to the translational foreign exchange headwind of approximately 10%. On a constant currency, representative basis, adjusted revenue grew by 5.6% to £4,560 million, as pricing across the region (notably in Mexico, Brazil, Chile and Nigeria) more than offset the lower total volume and the negative impact of mix due to the growth of lower-priced products following the significant excise-led price increases in a number of markets.

Profit from operations

Reported profit from operations was down 6.3% to £1,544 million, as the effect of currency headwinds more than offset growth across the region. Excluding adjusting items (mainly related to a £110 million asset impairment to recoverable value in Venezuela arising from hyperinflationary accounting and costs related to the Group's ongoing restructuring programme) and the effect of currency, adjusted profit from operations on a representative, constant currency basis grew by 6.5% to £1,922 million, driven by Nigeria, Mexico and Chile, partly offset by the effect of the lower duty paid market and down-trading in South Africa.

 

 

Regional review continued…

EUROPE AND NORTH AFRICA (ENA):

Volume declined 4.7% to 246 billion sticks, which was a reduction of 5.3% on a representative basis, as volume from assets acquired (from Bulgartabac and FDS) in 2017, combined with growth in Turkey, Egypt, Poland and Romania, was more than offset by Russia (partly due to inventory movements and the growth of illicit trade), Ukraine (due to market contraction following the excise-led price increase, leading to an increase in illicit trade), Italy (partly due to impact of higher prices) and France (following the excise-led price increase).

Market share was flat as increases in Kent, led by Ukraine, Turkey, Kazakhstan and regaining premium segment leadership in Russia and Rothmans (Ukraine, Russia, Poland, Spain, Bulgaria and Italy) was offset by the continued declines in Pall Mall (Poland, Germany and Belgium) and a decline in the low-priced portfolio in Russia. Total market share in Russia returned to growth in the second half of 2018, as the effects of the trade inventory movements normalised.

Our THP and vapour portfolio continued to expand, with glo now present in 12 countries in ENA, including Russia, Switzerland, Romania, Italy, Poland and Ukraine. Volume of vapour (devices and consumables) grew, notably in the UK (driven by Vype, Ten Motives and ViP), with market share up (in traditional retail) in France and Vype remaining the leading vapour brand in Germany. In November 2018, the Group further enhanced its capabilities with the acquisition of Germany's leading vapour retail chain, Quantus Beteiligungs-und Beratungsgesellschaft mbH. Further launches and product developments are planned across the portfolio during 2019.

In oral, volume grew 44%, mainly driven by EPOK which is the fastest growing premium oral brand in both Norway (reaching 8% total oral market share in December 2018) and in Switzerland (achieving 17% total oral market share in December 2018). In Sweden, the Group launched Lyft, a tobacco-free product, achieving a 4.5% share of the total oral market in handlers.

Revenue

Reported revenue was down 1.7% against 2017 at £6,004 million as pricing across the region (notably in Romania, Russia, Germany and Ukraine) was more than offset by the impact of lower regional volume, continued excise absorption in France and the translational foreign exchange headwinds of approximately 5%.

Adjusted revenue, at constant rates, was £6,112 million, an increase of 3.5% on a representative basis. This excludes excise on bought-in goods, acquired and sold under short-term contract manufacturing arrangements which distorts revenue and operating margin on a temporary basis, and the impact of foreign exchange movements on revenue.

Profit from operations

Reported profit from operations grew 12.3% to £1,905 million. This was due to an improvement in the operating performance in Germany, Romania and Ukraine and a one-off charge of £69 million in 2017 in relation to a third party in Croatia that does not repeat in 2018. This more than offset a reduction in profit from operations in Russia (largely due to the impact of lower volume), the impact of excise absorption in France, restructuring costs incurred (largely in Germany related to the factory closure), significantly increased investment in PRRPs and the impact of foreign exchange on the reported results. Excluding adjusting items (related to the factory closure in Germany, amortisation of acquired brands, other costs related to the Group's ongoing restructuring programme and the 2017 impairment in Croatia) and the impact of the foreign currency headwind, adjusted profit from operations at constant rates, on a representative basis was up 0.8%, at £2,217 million.

 

 

FINANCIAL INFORMATION AND OTHER

NET FINANCE COSTS

Net finance costs were £1,381 million, compared to £1,094 million in 2017, driven by the full year interest charge incurred in the year on borrowings of £47,509 million (2017: £49,450 million). Net adjusted finance costs increased by 56% or 59% on a constant currency basis.

Net finance (costs)/income comprise:

		2018		2017
		£m		£m
Finance costs		(1,484)		(1,197)
Finance income		103		103
Net finance costs		(1,381)		(1,094)
Less: adjusting items (see below)		(4)		205
Hedge ineffectiveness		-		9
Interest related to adjusting tax payables, see below		41		43
Acquisition of RAI		-		153
Gain arising due to hyperinflationary accounting		(45)		-
Net adjusted finance costs		(1,385)		(889)
Comprising:
Interest payable		(1,606)		(1,094)
Interest and dividend income		68		84
Fair value changes - derivatives		154		149
Exchange differences		(1)		(28)
Net adjusted finance costs		(1,385)		(889)
Impact of foreign exchange		(30)
Net adjusted finance costs (at constant rates of exchange)		(1,415)

In 2018, the Group incurred interest on adjusting tax payables of £41 million (2017: £43 million). This included interest of £25 million (2017: £25 million) in relation to the Franked Investment Income Group Litigation Order (FII GLO), as described on page 42 and interest of £12 million in relation to retrospective guidance by a tax authority on overseas withholding tax.

Also in 2018, the Group recognised a monetary gain of £45 million related to the application of hyperinflationary accounting in Venezuela, as described on page 17. As this was not reflective of the underlying performance of the Group, this has been treated as an adjusting item.

In 2017, the Group incurred pre-financing costs related to the acquisition of RAI of £153 million. As this related to the pre-financing of the acquisition, and will not repeat, the costs were treated as an adjusting item.

Also in 2017, the Group realised a £9 million charge in relation to the reversal of a gain recognised in 2016, related to hedge ineffectiveness on external swaps following the referendum regarding "Brexit". This was deemed to be adjusting as it is not representative of the underlying performance of the business.

All of the adjustments noted above have been included in the adjusted earnings per share calculation on page 37.
 

RESULTS OF ASSOCIATES AND JOINT VENTURES

The Group's share of post-tax results of associates and joint ventures declined from £24,209 million to £419 million due to the acquisition of RAI in 2017 which is now reported as a wholly-owned subsidiary and the recognition of a gain of £23,288 million in 2017 arising from the acquisition, as the Group was deemed to have disposed of RAI as an associate. For the Group's other main associate, ITC Ltd (ITC) in India, the Group's share of post-tax results was in line with 2017 at £406 million (2017: £405 million) which was impacted by the foreign exchange headwind. Excluding the impact of translational foreign exchange of £32 million and adjusting items of £32 million (2017: £29 million) largely related to the deemed gain on dilution of the Group's holding in ITC as described on page 34, on an adjusted constant rate basis, the Group's share of post-tax results from ITC was an increase of 8.0% to £406 million.

TAXATION

	2018		2017
			Revised
	£m		£m
UK
-    current year tax	66		26
-    adjustment in respect of prior periods	(6)		-
Overseas
-    current year tax expense	2,460		1,615
-    adjustment in respect of prior periods	(5)		2
Current tax	2,515		1,643
Deferred tax	(374)		(9,772)
	2,141		(8,129)
Adjusting items (see below)	223		10,220
Net adjusted tax charge	2,364		2,091

 

The tax rate in the income statement was a charge of 25.6%, compared to a credit of 27.5% for the full year 2017. The credit in 2017 was due to the revaluation of net deferred tax liabilities following the change to the Federal tax rate in the US (£9.6 billion). The tax rate in 2018 is also affected by the inclusion of RAI as a wholly-owned subsidiary following the acquisition (in 2017 RAI was included within post tax results of associates until the acquisition date) and was also affected by the impact of the adjusting items referred to below.

The Group's tax rate is also affected by the inclusion of the share of associates' and joint ventures' post-tax profit in the Group's pre-tax results. Excluding this and the adjusting items referred to below, the Group's underlying tax rate for subsidiaries reflected in the adjusted earnings per share on page 37 was 26.4% in 2018 (2017: 29.7%). A reconciliation from the tax rate in the income statement to the underlying to tax rate is provided on page 48.

Adjusting items relate to:

·     a £79 million credit due to changes in the US state tax rates in the year, relating to the revaluation of deferred tax liabilities arising on trademarks recognised on the RAI acquisition in 2017; and

·     a £55 million charge related to retrospective guidance by a tax authority in the ENA region regarding the application of overseas withholding tax between 2015 and 2017. A provision for the associated tax charge and £12 million of interest has been recognised.

As the above items are not reflective of the ongoing business, these have been recognised as adjusting items within taxation.

The adjusting tax item also includes £199 million (2017: £454 million) in respect of the taxation on other adjusting items, which are described on pages 32 and 33.

Refer to page 42 for the Franked Investment Income Group Litigation Order update.
 

CASH FLOW

In the Group's cash flow, prepared in accordance with IFRS and presented on page 28, net cash generated from operating activities grew by 93% to £10,295 million (2017: £5,347 million) due to the cash generated by RAI and the timing of the MSA payment in the US. The Group's conversion rate (as defined as net cash generated from operating activities as a proportion of profit from operations) increased from 83% to 111% in 2018.

Free cash flow and adjusted cash generated from operations (ACGFO)

Free cash flow, as defined on page 49, was £7,684 million, an increase of 120% on 2017 (2017: £3,500 million). This movement was driven by the full year inclusion of results from RAI and enhanced cash generation across the remainder of the Group. This was partly offset by a reduction in dividends from associates (due to the change in the accounting treatment of RAI in 2017).

The Group generated £8,071 million adjusted cash from operations, an increase of 146% (2017: £3,282 million) or 158% at constant rates, with an operating cash conversion rate (based upon adjusted profit from operations and defined on page 48) of 113% (2017: 79%). Normalising the timing of the MSA payment (£1.4 billion) that was brought forward to December 2017, ACGFO would have increased by 43% compared to the same period in 2017, with an operating cash conversion ratio of 100% (2017: 97%).

Free cash flow and ACGFO are reconciled from net cash generated from operating activities as follows:

		2018		2017
		£m		£m
Net cash generated from operating activities (page 28)		10,295		5,347
Dividends paid to non-controlling interests		(142)		(167)
Net interest paid		(1,533)		(1,004)
Net capital expenditure		(845)		(767)
Trading loans to third parties		(93)		101
Other		2		(10)
Free cash flow		7,684		3,500
Cash impact of adjusting items		601		685
Dividends from associates		(214)		(903)
ACGFO		8,071		3,282
Exchange		405
ACGFO at constant rates of exchange		8,476

 

BORROWINGS AND NET DEBT

Total borrowings were £47,509 million at 31 December 2018, a decrease of 3.9% (31 December 2017: £49,450 million) largely due to the repayment, on maturity, of a €400 million bond in March 2018 and three bonds totalling US$2,500 million in June 2018. 

Eight series of US$ denominated unregistered bonds totalling US$17.25 billion were issued in August 2017 pursuant to Rule 144A with registration rights, whereby the Group committed to investors that the bonds would be exchangeable for registered notes. In October 2018, investors were offered to exchange their unregistered bonds for registered bonds in line with the registration rights. The exchange offer was completed in November 2018 with 99.7% of the bonds exchanged.

Total borrowings include £944 million (31 December 2017: £947 million) in respect of the purchase price adjustments related to the acquisition of RAI.

The Group remains confident in its ability to access the debt capital markets successfully and reviews its options on a continuing basis.
 

Borrowings and Net Debt continued…

The Group defines net debt as borrowings including related derivatives, less cash and cash equivalents and current investments held at fair value. Closing net debt was £44,351 million (31 December 2017: £45,571 million). A reconciliation of borrowings to net debt is provided below. 

As at 31 December	2018		2017
	£m		£m
Total borrowings	(47,509)		(49,450)
Derivatives in respect of net debt:
Assets	647		640
Liabilities	(269)		(117)
Cash and cash equivalents	2,602		3,291
Current investments held at fair value	178		65
Net debt	(44,351)		(45,571)
Maturity profile of net debt:
Net debt due within one year	(1,447)		(2,048)
Net debt due beyond one year	(42,904)		(43,523)
Net debt	(44,351)		(45,571)

The movement in net debt includes the free cash flow earned in the year (2018: £7,684 million; 2017: £3,500 million) as described on page 15. This is offset by dividends paid to owners of the parent of £4,347 million (2017: £3,465 million), other cash items including investments made, notably in 2017 related to the additional borrowings in relation to the acquisition of RAI.  Also impacting carrying value of net debt at the balance sheet date are non-cash movements including, in 2017, the consolidation of RAI's net debt (£9,915 million) as part of the acquisition, and a negative translational foreign exchange headwind due to the movement in sterling against the reporting currencies, largely US dollar, of £1,963 million (2017: £1,268 million tailwind).

These movements can be summarised as follows:

As at 31 December	2018		2017
	£m		£m
Opening net debt	(45,571)		(16,767)
Free cash inflow	7,684		3,500
Other cash payments, including dividends paid to owners of the parent and investments made	(4,688)		(23,263)
Net debt acquired	1		(9,915)
Other non-cash movements	186		(394)
Foreign exchange	(1,963)		1,268
Closing net debt	(44,351)		(45,571)

 

Borrowings and Net Debt continued…

Adjusted net debt to adjusted EBITDA

For the purposes of assessing the Group's ability to service and repay borrowings, the Group uses the ratio of adjusted net debt to adjusted EBITDA. Adjusted EBITDA is defined as profit for the year (earnings) before net finance costs, taxation on ordinary activities, share of post-tax results of associates and joint ventures, depreciation, amortisation, impairment costs and other adjusting items.

The Group also adjusts net debt for the purchase price allocation adjustment to the debt as part of the acquisition of RAI as this is an accounting adjustment and does not reflect the enduring repayment of the instrument. The Group management board believes that this additional measure, which is used internally to assess the Group's financial capacity, is useful to the users of the financial statements in helping them to see how the Group's financial capacity has changed over the year. The adjusted net debt position is provided below:

 

As at 31 December	2018		2017
	£m		£m
Net debt	(44,351)		(45,571)
Purchase price allocation (PPA) adjustment to acquired debt	944		947
Adjusted net debt	(43,407)		(44,624)

The Group's ratio of adjusted net debt to adjusted EBITDA was 4.0x (2017: 5.3x). This was partly due to the recognition of a full year's adjusted EBITDA from RAI and is also reflective of the Group's improved adjusted earnings delivery, on a representative basis. The Group's exposure to foreign exchange, particularly due to short term volatility around the reporting date, notably in relation to the US denominated borrowings, led to a headwind on the ratio. On a constant currency basis, adjusted net debt to adjusted EBITDA would have been approximately 3.6x.

The calculation of adjusted net debt to adjusted EBITDA is provided on page 49.

VENEZUELA

The macroeconomic environment continues to deteriorate in Venezuela. The results of our Venezuelan operations have been consolidated within the Group's results, in line with IFRS by virtue of control by the Group.

In 2018, the European Securities and Markets Authority (ESMA) recognised the specific issues related to Venezuela and proposed that companies with exposure to Venezuela use an "estimated" exchange rate rather than the official exchange rate, as otherwise required under IAS 21. Accordingly, the Group has used an exchange rate calculated with reference to the estimated inflation since the latest dividend payment in 2010.

The net assets of the Group's Venezuelan operations are subject to accounting adjustments under IAS 29 (Financial Reporting in Hyperinflationary Economies), as they are revalued, for accounting purposes, from their acquisition date to the balance sheet date. However, management believes that such a revaluation is not reflective of the recoverable value of those assets and have incurred an impairment charge of £110 million (within profit from operations). This charge has been treated as an adjusting item as it does not reflect the underlying performance of the Group. The Group has also recognised a gain of £45 million within net finance costs, being the partial counter-party to the above non-monetary asset movement, generating a monetary gain due to hyper-inflation accounting under IAS 29. This gain has been treated as an adjusting item as it does not reflect the underlying performance of the Group.

The financial results of Venezuela, in sterling, are immaterial to the Group's reported financial performance at less than 0.5% of revenue, profit from operations and total assets.
 

FOREIGN CURRENCIES

The principal exchange rates used to convert the results of the Group's foreign operations to pound sterling for the purposes of inclusion and consolidation within the Group's financial statements are indicated in the table below. Where the Group has provided results "at constant rates of exchange" this refers to the translation of the results from the foreign operations at rates of exchange prevailing in the prior period - thereby eliminating the potentially distorting impact of the movement in foreign exchange on the reported results.

The principal exchange rates used were as follows:

	Average				Closing
	2018		2017		2018		2017
Australian dollar	1.786		1.681		1.809		1.730
Brazilian real	4.868		4.116		4.936		4.487
Canadian dollar	1.730		1.672		1.739		1.695
Euro	1.130		1.142		1.114		1.127
Indian rupee	91.227		83.895		88.916		86.343
Japanese yen	147.376		144.521		139.733		152.387
Russian rouble	83.677		75.170		88.353		77.880
South African rand	17.643		17.150		18.321		16.747
US dollar	1.335		1.289		1.274		1.353

RISKS AND UNCERTAINTIES

During the year, the Directors carried out a robust assessment of the principal risks and uncertainties facing the Group, including those that would threaten its business model, future performance, solvency, liquidity and viability. As part of that assessment, the risk relating to the inability to obtain price increases and the impact of price increases on consumer affordability thresholds is no longer considered a principal risk, as the likelihood has decreased following improved pricing delivery over recent years and through recognition that the RAI acquisition has resulted in better geographical diversity. Additionally, the risk related to tobacco and nicotine regulation was expanded to include other relevant areas of regulation related to the Group's operations.

The principal Group risks and applicable sub-categories are summarised under the headings of:

·     Competition from illicit trade;

·     Tobacco, nicotine and other regulation inhibits growth strategy;

·     Market size reduction and consumer down-trading;

·     Litigation;

·     Geopolitical tensions;

·     Disputed taxes, interest and penalties;

·     Significant increases or structural changes in tobacco-related taxes;

·     Foreign exchange rate exposures;

·     Injury, illness or death in the workplace;

·     Solvency and liquidity; and

·     Inability to develop, commercialise and roll-out Potentially Reduced-Risk Products.

 

A summary of all the risk factors (including the principal risks) which are monitored by the Board through the Group's risk register will be included in the Annual Report and Form 20-F for the year ended 31 December 2018.

UPDATE ON ONGOING INVESTIGATION INTO MISCONDUCT ALLEGATIONS

As previously reported, we are investigating, through external legal advisers, allegations of misconduct and have been liaising with the UK's Serious Fraud Office ("SFO") and other relevant authorities. It was announced in August 2017 that the SFO had opened an investigation in relation to the Company, its subsidiaries and associated persons. We continue to co-operate with the SFO's investigation. A sub-Committee of the Board has oversight of these matters, providing support for the investigation between Board meetings.

 

UPDATE ON QUEBEC CLASS ACTION

On 27 October 2015, the Quebec Court of Appeal made an Order for Security in the amount of CAD$984 million (approximately £566 million), of which Imperial Tobacco Canada's ("ITCAN") share was CAD$758 million (approximately £436 million) paid in seven equal quarterly instalments. The final payment was made in 2017, with the full value held on the Group's balance sheet as a receivable subject to the outcome of the appeal. ITCAN appealed the substantive decision awarding CAD$15.6 billion (approximately £9 billion) to the plaintiffs, of which ITCAN's share was CAD$10.4 billion (approximately £6 billion). This appeal was heard by a panel of five judges of the Quebec Court of Appeal on 21-25 November 2016. The decision is due to be released by the Court of Appeal on 1 March 2019 at 21.00 (GMT). As at the date of this release, no judgment has been made available by the Court of Appeal, there is no indication of the outcome and, consequently, there is no change to management's assessment of the outcome of the appeal. The Group continues to recognise the value of the Order for Security as a receivable and with the outcome of the appeal against the substantive decision included as a contingent liability. Subject to the outcome of judgment, the Group will assess its response and will provide further guidance.

Please refer to "Contingent Liabilities and Financial Commitments" below (page 41) and the 2017 Annual Report and Form 20-F, note 28 Contingent Liabilities and Financial Commitments for a full discussion.

Additional information regarding the Court of Appeal's decision and its anticipated impact on the Group will be included in the 2018 Annual Report and Form 20‐F.

BANGLADESH

On 25 July 2018, the Appellate Division of the Supreme Court of Bangladesh reversed the decision of the High Court Division against BAT Bangladesh in respect of the retrospective demands for VAT and Supplementary Duty amounting to approximately £170 million. The Attorney General's Office has 30 days from receipt of the certified Court Order, which remains to be issued, in which to seek a review of this decision.

CHANGES TO THE MAIN BOARD

In September 2018, the Group announced that Nicandro Durante will retire as Chief Executive Officer on 1 April 2019.  Nicandro has served as the Group's CEO for eight years.

It was also announced that Nicandro will be succeeded by Jack Bowles, who in anticipation of his appointment became Chief Executive Designate on 1 November 2018 and joined the Board of British American Tobacco p.l.c. on 1 January 2019.

On 12 December 2018, the Company announced that Lionel Nowell, III retired from the Board of British American Tobacco p.l.c. with effect from 12 December 2018. Lionel had served as a Non-Executive Director since July 2017 and was a member of the Audit and Nominations Committees from October 2017.

In a separate announcement today, the Company has announced that Ben Stevens will retire from the Board as Finance Director on 5 August 2019.  Ben joined BAT in 1990 and has served as Finance Director since 2008.

As also announced, Ben will be succeeded by Tadeu Marroco, currently Director, Group Transformation. Prior to his appointment to the Board as Finance Director on 5 August 2019, Tadeu will be appointed as Deputy Finance Director with effect from 1 March 2019, in addition to his current role.
 

CHANGES TO THE MANAGEMENT BOARD

As announced in October 2018, Andrew Gray, previously Chief Marketing Officer, stepped down from the Management Board at the end of December 2018 and was replaced by Kingsley Wheaton, previously Regional Director, Americas and Sub-Saharan Africa (AMSSA), with effect from 1 January 2019. As also previously announced in November 2018, Luciano Comin succeeded Kingsley Wheaton and was appointed Regional Director, AMSSA with effect from 1 January 2019.

On 14 December 2018, the Group announced a number of changes to the Management Board to accelerate the implementation of our established and successful strategy.  These included the creation of the following new Management Board roles, with effect from 1 January 2019:

I.     Director, New Categories. This role, reporting directly to the Chief Marketing Officer, has end-to-end accountability for driving growth, innovation, world-class brand building and consumer insights for our vapour, THP and modern oral categories.

II.    Director, Digital and Information. This role, reporting directly to the CEO, is responsible for driving digital transformation across the Group and further enhancing our digital consumer experience capabilities.

In addition, the roles of Chief Operating Officer and Group Business Development Director will cease to exist, with all four regions (USA, Europe and North Africa, Asia-Pacific and Middle East and Americas and Sub-Saharan Africa) reporting directly to the CEO.

In light of the above, the following appointments were made with effect from 1 January 2019:

·     Paul Lageweg was appointed as Director, New Categories;

·     Marina Bellini was appointed as Director, Digital and Information;

·     Tadeu Marroco, previously Regional Director, Europe and North Africa, was appointed to a new Management Board role, Director, Group Transformation. This role works closely with the Chief Executive Designate in this key phase of our transformation, to simplify our structure and processes. In addition to this role, Tadeu has been appointed as Deputy Finance Director with effect from 1 March 2019 and will succeed Ben Stevens as Finance Director on 5 August 2019;

·     Johan Vandermeulen, previously Regional Director, Asia-Pacific and Middle East, has succeeded Tadeu as Regional Director, Europe and North Africa;

·     Guy Meldrum was appointed to succeed Johan as Regional Director, Asia-Pacific and Middle East; and

·     Hae In Kim was appointed as Director, Talent and Culture Designate.

The Group also announced that:

·     Giovanni Giordano, currently Group Human Resources Director, will step down from the Management Board at the end of March 2019 and will be succeeded by Hae In Kim as Director, Talent and Culture on 1 April 2019; and

·    Naresh Sethi, currently Group Business Development Director, will step down from the Management Board at the end of March 2019, when his role will cease to exist.

 

 CHANGES IN THE GROUP

In November 2018, the Group acquired Quantus Beteiligungs-und Beratungsgesellschaft mbH. The company trades as Highendsmoke and is Germany's leading vapour retail chain, owns brands such as German Liquids and MIXD flavours, and has a retail footprint of around 100 stores. The acquisition was not material and no adjustments to the Group's reported performance will be made. The Group did not complete any material acquisitions in the year.

On 25 July 2017, the Group announced the completion of the acquisition of the remaining 57.8% of RAI not already owned by the Group for a consideration of £41.8 billion. RAI shareholders received, for each share of RAI common stock, US$29.44 in cash, without interest, and 0.5260 BAT ordinary shares which are represented by BAT American Depositary Shares (ADSs) listed on the New York Stock Exchange.

RAI ceased to be reported as an associate and has been consolidated as a wholly-owned subsidiary from the acquisition date.

On 21 December 2017, the Group signed an agreement to acquire 100% of the share capital of Twisp Propriety Limited, a South African e-cigarette/nicotine vapour company, conditional upon, amongst other things, anti-trust approval.  The proposed acquisition is subject to a South African Competition Tribunal process with a decision expected in 2019.

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 2018 Annual Report and Form 20-F.

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 ability to generate cash from trading activities, the performance of the Group's Strategic Portfolio, 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 for the next three years, the Directors consider that the Group has adequate resources to continue operating and that it is therefore appropriate to continue to adopt the going concern basis in preparing the Annual Report and Form 20-F.

DIRECTORS' RESPONSIBILITY STATEMENT

The responsibility statement set out below is solely for the purpose of complying with Disclosure Guidance and Transparency Rule 6.3.5R.  This statement relates to and is extracted from the 2018 Annual Report.  Responsibility is for the full 2018 Annual Report and not the extracted information presented in this Preliminary Announcement.  We confirm that to the best of our knowledge:

 

·       the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and

 

·       the Strategic Report and the Directors' Report include a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

 

This responsibility statement has been approved and is signed by order of the Board by:

 

Richard Burrows                                                         Ben Stevens

Chairman                                                                      Finance Director

27 February 2019
 

ENQUIRIES:
INVESTOR RELATIONS:		PRESS OFFICE:
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