Condensed consolidating financial information | Notes on the Accounts continued 30 Condensed consolidating financial information The following condensed consolidating financial information relates to the guarantees of: US$12.2 billion RAI unsecured notes (referred to as “RB” below) and US$231 million of Lorillard unsecured notes (referred to as “LB” below). The subsidiaries disclosed below are wholly owned and the guarantees provided are full and unconditional, and joint and several. The following condensed consolidating financial information includes the accounts and activities of: a. British American Tobacco p.l.c. (parent guarantor of RB and LB), referred to as “BAT p.l.c.” in financials below; b. Reynolds American Inc. (issuer of RB, subsidiary guarantor of LB), referred to as “RAI” in financials below; c. R.J. Reynolds Tobacco Company (issuer of LB), referred to as “RJRT” in financials below; d. R.J. Reynolds Tobacco Holdings Inc. (subsidiary guarantor of RB and LB), referred to as “RJRTH” in financials below; e. other direct and indirect subsidiaries of the BAT Group that are not guarantors; f. elimination entries necessary to consolidate the parent with the issuer, the subsidiary guarantors and non-guarantor subsidiaries; and g. the BAT Group on a consolidated basis. 30 Condensed consolidating financial information continued The condensed consolidating financial information has been prepared as a requirement of the Regulation S-X 3-10. 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 U.S. 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 relates 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 U.S. GAAP based financial statements and information. Condensed Consolidated Income Statement 2017 £m BAT p.l.c. RJRT RAI RJRTH All other companies BAT Group Parent guarantor Issuer (LB) Issuer (RB) Subsidiary guarantor (LB) Subsidiary guarantor (LB & RB) Non-guarantor subsidiaries Eliminations Consolidated Revenue — 3,517 — — 16,886 (111 ) 20,292 Raw materials and consumables used — (346 ) — — (4,286 ) 112 (4,520 ) Changes in inventories of finished goods and work in progress — (7 ) — — (507 ) 1 (513 ) Employee benefit costs (8 ) (117 ) (35 ) (2 ) (2,525 ) 8 (2,679 ) Depreciation, amortisation and impairment costs — (28 ) — — (874 ) — (902 ) Other operating income — 7 34 — 1,859 (1,756 ) 144 Other operating expenses (101 ) (2,889 ) (6 ) — (4,207 ) 1,857 (5,346 ) (Loss)/profit from operations (109 ) 137 (7 ) (2 ) 6,346 111 6,476 Net finance income/(costs) 3 11 (190 ) 9 (916 ) (11 ) (1,094 ) Share of post-tax results of associates and joint ventures — — — — 24,209 — 24,209 Profit before taxation (106 ) 148 (197 ) 7 29,639 100 29,591 Taxation on ordinary activities — (255 ) 61 (3 ) 8,310 — 8,113 Equity income from subsidiaries 37,704 3,870 4,259 3,893 — (49,726 ) — Profit for the year 37,598 3,763 4,123 3,897 37,949 (49,626 ) 37,704 Attributable to: Owners of the parent 37,598 3,763 4,123 3,897 37,778 (49,626 ) 37,533 Non-controlling interests — — — — 171 — 171 37,598 3,763 4,123 3,897 37,949 (49,626 ) 37,704 30 Condensed consolidating financial information continued Condensed Consolidated Income Statement 2016 £m BAT p.l.c. RJRT RAI RJRTH All other companies BAT Group Parent guarantor Issuer (LB) Issuer (RB) Subsidiary guarantor (LB) Subsidiary guarantor (LB & RB) Non-guarantor subsidiaries Eliminations Consolidated Revenue — — — — 14,751 — 14,751 Raw materials and consumables used — — — — (3,777 ) — (3,777 ) Changes in inventories of finished goods and work in progress — — — — 44 — 44 Employee benefit costs (7 ) — — — (2,274 ) 7 (2,274 ) Depreciation, amortisation and impairment costs — — — — (607 ) — (607 ) Other operating income — — — — 176 — 176 Other operating expenses (75 ) — — — (3,658 ) 75 (3,658 ) (Loss)/profit from operations (82 ) — — — 4,655 82 4,655 Net finance (costs)/income (54 ) — — — (637 ) 54 (637 ) Share of post-tax results of associates and joint ventures — — — — 2,227 — 2,227 Profit before taxation (136 ) — — — 6,245 136 6,245 Taxation on ordinary activities — — — — (1,406 ) — (1,406 ) Equity income from subsidiaries 4,839 — — — — (4,839 ) — Profit for the year 4,703 — — — 4,839 (4,703 ) 4,839 Attributable to: Owners of the parent 4,703 — — — 4,648 (4,703 ) 4,648 Non-controlling interests — — — — 191 — 191 4,703 — — — 4,839 (4,703 ) 4,839 30 Condensed consolidating financial information continued Condensed Consolidated Income Statement 2015 £m BAT p.l.c. RJRT RAI RJRTH All other companies BAT Group Parent guarantor Issuer (LB) Issuer (RB) Subsidiary guarantor (LB) Subsidiary guarantor (LB & RB) Non-guarantor subsidiaries Eliminations Consolidated Revenue — — — — 13,104 — 13,104 Raw materials and consumables used — — — — (3,217 ) — (3,217 ) Changes in inventories of finished goods and work in progress — — — — 184 — 184 Employee benefit costs (2 ) — — — (2,039 ) 2 (2,039 ) Depreciation, amortisation and impairment costs — — — — (428 ) — (428 ) Other operating income — — — — 225 — 225 Other operating expenses (66 ) — — — (3,272 ) 66 (3,272 ) (Loss)/profit from operations (68 ) — — — 4,557 68 4,557 Net finance (costs)/income (36 ) — — — 62 36 62 Share of post-tax results of associates and joint ventures — — — — 1,236 — 1,236 Profit before taxation (104 ) — — — 5,855 104 5,855 Taxation on ordinary activities — — — — (1,333 ) — (1,333 ) Equity income from subsidiaries 4,522 — — — — (4,522 ) — Profit for the year 4,418 — — — 4,522 (4,418 ) 4,522 Attributable to: Owners of the parent 4,418 — — — 4,290 (4,418 ) 4,290 Non-controlling interests — — — — 232 — 232 4,418 — — — 4,522 (4,418 ) 4,522 30 Condensed consolidating financial information continued Condensed Consolidated Statement of Comprehensive Income 2017 £m BAT p.l.c. RJRT RAI RJRTH All other companies BAT Group Parent guarantor Issuer (LB) Issuer (RB) Subsidiary guarantor (LB) Subsidiary guarantor (LB & RB) Non-guarantor subsidiaries Eliminations Consolidated Profit for the year 37,598 3,763 4,123 3,897 37,949 (49,626 ) 37,704 Other comprehensive expense Items that may be reclassified subsequently to profit or loss: — — — — (3,812 ) — (3,812 ) Differences on exchange — — — — (4,010 ) — (4,010 ) Cash flow hedges — — — — (171 ) — (171 ) Available-for-sale investments — — — — (22 ) — (22 ) Net investment hedges — — — — 357 — 357 Tax on items that may be reclassified — — — — 34 — 34 Items that will not be reclassified subsequently to profit or loss: — — — — 681 — 681 Retirement benefit schemes — — — — 852 — 852 Tax on items that will not be reclassified — — — — (171 ) — (171 ) Total other comprehensive expense for the year, net of tax — — — — (3,131 ) — (3,131 ) Share of subsidiaries OCI (other reserves) 681 — — — — (681 ) — Share of subsidiaries OCI (retained earnings) (3,812 ) — — — — 3,812 — Total comprehensive income for the year, net of tax 34,467 3,763 4,123 3,897 34,818 (46,495 ) 34,573 Attributable to: Owners of the parent 34,467 3,763 4,123 3,897 34,651 (46,495 ) 34,406 Non-controlling interests — — — — 167 — 167 34,467 3,763 4,123 3,897 34,818 (46,495 ) 34,573 30 Condensed consolidating financial information continued Condensed Consolidated Statement of Comprehensive Income 2016 £m BAT p.l.c. RJRT RAI RJRTH All other companies BAT Group Parent guarantor Issuer (LB) Issuer (RB) Subsidiary guarantor (LB) Subsidiary guarantor (LB & RB) Non-guarantor subsidiaries Eliminations Consolidated Profit for the year 4,703 — — — 4,839 (4,703 ) 4,839 Other comprehensive income Items that may be reclassified subsequently to profit or loss: — — — — 1,760 — 1,760 Differences on exchange — — — — 2,695 — 2,695 Cash flow hedges — — — — 55 — 55 Available-for-sale investments — — — — (10 ) — (10 ) Net investment hedges — — — — (961 ) — (961 ) Tax on items that may be reclassified — — — — (19 ) — (19 ) Items that will not be reclassified subsequently to profit or loss: — — — — (173 ) — (173 ) Retirement benefit schemes — — — — (209 ) — (209 ) Tax on items that will not be reclassified — — — — 36 — 36 Total other comprehensive income for the year, net of tax — — — — 1,587 — 1,587 Share of subsidiaries OCI (other reserves) (173 ) — — — — 173 — Share of subsidiaries OCI (retained earnings) 1,760 — — — — (1,760 ) — Total comprehensive income for the year, net of tax 6,290 — — — 6,426 (6,290 ) 6,426 Attributable to: Owners of the parent 6,290 — — — 6,180 (6,290 ) 6,180 Non-controlling interests — — — — 246 — 246 6,290 — — — 6,426 (6,290 ) 6,426 30 Condensed consolidating financial information continued Condensed Consolidated Statement of Comprehensive Income 2015 £m BAT p.l.c. RJRT RAI RJRTH All other companies BAT Group Parent guarantor Issuer (LB) Issuer (RB) Subsidiary guarantor (LB) Subsidiary guarantor (LB & RB) Non-guarantor subsidiaries Eliminations Consolidated Profit for the year 4,418 — — — 4,522 (4,418 ) 4,522 Other comprehensive expense Items that may be reclassified subsequently to profit or loss: — — — — (849 ) — (849 ) Differences on exchange — — — — (670 ) — (670 ) Cash flow hedges — — — — (129 ) — (129 ) Available-for-sale investments — — — — 5 — 5 Net investment hedges — — — — (76 ) — (76 ) Tax on items that may be reclassified — — — — 21 — 21 Items that will not be reclassified subsequently to profit or loss: — — — — 263 — 263 Retirement benefit schemes — — — — 286 — 286 Tax on items that will not be reclassified — — — — (23 ) — (23 ) Total other comprehensive expense for the year, net of tax — — — — (586 ) — (586 ) Share of subsidiaries OCI (other reserves) 263 — — — — (263 ) — Share of subsidiaries OCI (retained earnings) (849 ) — — — — 849 — Total comprehensive income for the year, net of tax 3,832 — — — 3,936 (3,832 ) 3,936 Attributable to: Owners of the parent 3,832 — — — 3,757 (3,832 ) 3,757 Non-controlling interests — — — — 179 — 179 3,832 — — — 3,936 (3,832 ) 3,936 30 Condensed consolidating financial information continued Condensed Consolidated Balance Sheet 2017 £m BAT p.l.c. RJRT RAI RJRTH All other companies BAT Group Parent guarantor Issuer (LB) Issuer (RB) Subsidiary guarantor (LB) Subsidiary guarantor (LB & RB) Non-guarantor subsidiaries Eliminations Consolidated Assets Intangible assets — 2,780 — 7,284 107,722 (1 ) 117,785 Property, plant and equipment — 677 2 — 4,204 (1 ) 4,882 Investments in subsidiaries 58,300 17,217 29,165 18,972 — (123,654 ) — Investments in associates and joint ventures — — — — 1,577 — 1,577 Retirement benefit assets — — — — 1,123 — 1,123 Deferred tax assets — 306 16 4 (9 ) — 317 Trade and other receivables — 23 860 42 826 (995 ) 756 Available-for-sale investments — — — — 42 — 42 Derivative financial instruments — — — — 590 — 590 Total non-current assets 58,300 21,003 30,043 26,302 116,075 (124,651 ) 127,072 Inventories — 721 — — 5,144 (1 ) 5,864 Income tax receivable — — 339 — 121 — 460 Trade and other receivables 7,365 — 571 9 5,725 (9,617 ) 4,053 Available-for-sale investments — — — — 65 — 65 Derivative financial instruments — — — — 228 — 228 Cash and cash equivalents 5 2 2 — 3,287 (5 ) 3,291 7,370 723 912 9 14,570 (9,623 ) 13,961 Assets classified as held-for-sale — — — — 5 — 5 Total current assets 7,370 723 912 9 14,575 (9,623 ) 13,966 Total assets 65,670 21,726 30,955 26,311 130,650 (134,274 ) 141,038 Equity - Capital and reserves Share capital 614 14,070 13,509 21,260 1,297 (50,136 ) 614 Share premium, capital redemption and merger reserves 22,939 — — — 26,602 (22,939 ) 26,602 Other reserves 805 (25 ) (24 ) (24 ) (3,395 ) (732 ) (3,395 ) Retained earnings 36,556 5,170 6,276 5,055 37,409 (53,483 ) 36,983 Owners of the parent 60,914 19,215 19,761 26,291 61,913 (127,290 ) 60,804 Non-controlling interests — — — — 222 — 222 Total equity 60,914 19,215 19,761 26,291 62,135 (127,290 ) 61,026 Liabilities Borrowings 1,571 186 8,212 — 35,629 (1,571 ) 44,027 Retirement benefit liabilities — 926 42 20 833 — 1,821 Deferred tax liabilities — — — — 17,129 — 17,129 Other provisions for liabilities — 1 — — 353 — 354 Trade and other payables 8 18 102 — 1,933 (1,003 ) 1,058 Derivative financial instruments — — — — 79 — 79 Total non-current liabilities 1,579 1,131 8,356 20 55,956 (2,574 ) 64,468 Borrowings 2,058 40 1,009 — 4,374 (2,058 ) 5,423 Income tax payable — 23 — — 698 (1 ) 720 Other provisions for liabilities — 4 — — 395 — 399 Trade and other payables 1,119 1,313 1,829 — 6,937 (2,351 ) 8,847 Derivative financial instruments — — — — 155 — 155 Total current liabilities 3,177 1,380 2,838 — 12,559 (4,410 ) 15,544 Total equity and liabilities 65,670 21,726 30,955 26,311 130,650 (134,274 ) 141,038 30 Condensed consolidating financial information continued Condensed Consolidated Balance Sheet 2016 £m BAT p.l.c. RJRT RAI RJRTH All other companies BAT Group Parent guarantor Issuer (LB) Issuer (RB) Subsidiary guarantor (LB) Subsidiary guarantor (LB & RB) Non-guarantor subsidiaries Eliminations Consolidated Assets Intangible assets — — — — 12,117 — 12,117 Property, plant and equipment — — — — 3,661 — 3,661 Investments in subsidiaries 7,667 — — — — (7,667 ) — Investments in associates and joint ventures — — — — 9,507 — 9,507 Retirement benefit assets — — — — 455 — 455 Deferred tax assets — — — — 436 — 436 Trade and other receivables — — — — 599 — 599 Available-for-sale investments — — — — 43 — 43 Derivative financial instruments — — — — 596 — 596 Total non-current assets 7,667 — — — 27,414 (7,667 ) 27,414 Inventories — — — — 5,793 — 5,793 Income tax receivable — — — — 69 — 69 Trade and other receivables 7,289 — — — 3,884 (7,289 ) 3,884 Available-for-sale investments — — — — 15 — 15 Derivative financial instruments — — — — 375 — 375 Cash and cash equivalents 5 — — — 2,204 (5 ) 2,204 7,294 — — — 12,340 (7,294 ) 12,340 Assets classified as held-for-sale — — — — 19 — 19 Total current assets 7,294 — — — 12,359 (7,294 ) 12,359 Total assets 14,961 — — — 39,773 (14,961 ) 39,773 Equity - Capital and reserves Share capital 507 — — — 507 (507 ) 507 Share premium, capital redemption and merger reserves 268 — — — 3,931 (268 ) 3,931 Other reserves (362 ) — — — 413 362 413 Retained earnings 10,829 — — — 3,351 (10,849 ) 3,331 Owners of the parent 11,242 — — — 8,202 (11,262 ) 8,182 Non-controlling interests — — — — 224 — 224 Total equity 11,242 — — — 8,426 (11,262 ) 8,406 Liabilities Borrowings — — — — 16,488 — 16,488 Retirement benefit liabilities — — — — 826 — 826 Deferred tax liabilities — — — — 652 — 652 Other provisions for liabilities — — — — 386 — 386 Trade and other payables 8 — — — 1,040 (8 ) 1,040 Derivative financial instruments — — — — 119 — 119 Total non-current liabilities 8 — — — 19,511 (8 ) 19,511 Borrowings 3,621 — — — 3,007 (3,621 ) 3,007 Income tax payable — — — — 558 — 558 Other provisions for liabilities — — — — 407 — 407 Trade and other payables 90 — — — 7,315 (70 ) 7,335 Derivative financial instruments — — — — 549 — 549 Total current liabilities 3,711 — — — 11,836 (3,691 ) 11,856 Total equity and liabilities 14,961 — — — 39,773 (14,961 ) 39,773 30 Condensed consolidating financial information continued Condensed Consolidated Cash Flow Statement 2017 £m BAT p.l.c. RJRT RAI RJRTH All other companies BAT Group Parent guarantor Issuer (LB) Issuer (RB) Subsidiary guarantor (LB) Subsidiary guarantor (LB & RB) Non-guarantor subsidiaries Eliminations Consolidated Net cash (used in)/generated from operating activities (12 ) (1,860 ) (270 ) (11 ) 7,488 12 5,347 Net cash (used in)/generated from investing activities 2 (88 ) 1,116 1 (19,512 ) (63 ) (18,544 ) Net cash (used in)/generated from financing activities 10 1,950 (844 ) 10 21,030 (7,397 ) 14,759 Net cash flows (used in)/generated from operating, investing and financing activities — 2 2 — 9,006 (7,448 ) 1,562 Differences on exchange — — — — (391 ) — (391 ) (Decrease)/increase in net cash and cash equivalents in the year — 2 2 — 8,615 (7,448 ) 1,171 Net cash and cash equivalents at 1 January* 5 — — — 1,646 — 1,651 Net cash and cash equivalents at 31 December 5 2 2 — 10,261 (7,448 ) 2,822 Condensed Consolidated Cash Flow Statement 2016 £m BAT p.l.c. RJRT RAI RJRTH All other companies BAT Group Parent guarantor Issuer (LB) Issuer (RB) Subsidiary guarantor (LB) Subsidiary guarantor (LB & RB) Non-guarantor subsidiaries Eliminations Consolidated Net cash (used in)/generated from operating activities (23 ) — — — 4,610 23 4,610 Net cash (used in)/generated from investing activities 24 — — — (571 ) (93 ) (640 ) Net cash (used in)/generated from financing activities — — — — 1,746 (5,975 ) (4,229 ) Net cash flows (used in)/generated from operating, investing and financing activities 1 — — — 5,785 (6,045 ) (259 ) Differences on exchange 1 — — — 179 — 180 (Decrease)/increase in net cash and cash equivalents in the year 2 — — — 5,964 (6,045 ) (79 ) Net cash and cash equivalents at 1 January* 3 — — — 1,727 — 1,730 Net cash and cash equivalents at 31 December 5 — — — 7,691 (6,045 ) 1,651 30 Condensed consolidating financial information continued Condensed Consolidated Cash Flow Statement 2015 £m BAT p.l.c. RJRT RAI RJRTH All other companies BAT Group Parent guarantor Issuer (LB) Issuer (RB) Subsidiary guarantor (LB) Subsidiary guarantor (LB & RB) Non-guarantor subsidiaries Eliminations Consolidated Net cash (used in)/generated from operating activities 61 — — — 4,712 (53 ) 4,720 Net cash (used in)/generated from investing activities 34 — — — (3,920 ) (105 ) (3,991 ) Net cash (used in)/generated from financing activities (95 ) — — — 982 (1,106 ) (219 ) Net cash flows (used in)/generated from operating, investing and financing activities — — — — 1,774 (1,264 ) 510 Differences on exchange (1 ) — — — (271 ) — (272 ) (Decrease)/increase in net cash and cash equivalents in the year (1 ) — — — 1,503 (1,264 ) 238 Net cash and cash equivalents at 1 January* 4 — — — 1,488 — 1,492 Net cash and cash equivalents at 31 December 3 — — — 2,991 (1,264 ) 1,730 *The opening balance of net cash and cash equivalents represents external cash held by the parent guarantor, issuers, subsidiary guarantors and non-guarantor subsidiaries. BAT Annual Report and Form 20-F 2017 1 |