Annual Report and Accounts 2005
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PLEASE DO NOT PRINT IMPERIAL TOBACCO GROUP PLC IMPERIAL TOBACCO GROUP PLC ANNUAL REPORT AND ACCOUNTS 2005 ANNUAL REPOR strategy T AND ACCOUNTS focus www.imperial-tobacco.com 2005 multi-product international growth IMPERIAL TOBACCO GROUP PLC PO BOX 244 SOUTHVILLE BRISTOL BS99 7UJ IMPERIAL TOBACCO is the largest international tobacco which manufactures, market a comprehensive range of ci tobaccos, rolling papers and Our Strategy… is to create sustainable shareholder value by growing our international operations both organically and through acquisitions. 02 INTRODUCTION 04 FINANCIAL HIGHLIGHTS world’s fourth 06 CHAIRMAN’S STATEMENT 08 COMPANY HALLMARKS 16 OPERATING AND FINANCIAL REVIEW 30 OUR PEOPLE 32 CORPORATE RESPONSIBILITY 34 BOARD OF DIRECTORS o company, 36 CHIEF EXECUTIVE’S COMMITTEE 37 REPORT OF THE DIRECTORS 39 CORPORATE GOVERNANCE REPORT 50 DIRECTORS’ REMUNERATION REPORT 65 INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF IMPERIAL TOBACCO GROUP PLC t s and sells 66 CONSOLIDATED PROFIT AND LOSS ACCOUNT 66 CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES 67 CONSOLIDATED BALANCE SHEET 68 CONSOLIDATED CASH FLOW STATEMENT i garettes, 69 ACCOUNTING POLICIES 71 NOTES TO THE ACCOUNTS 105 IMPERIAL TOBACCO GROUP PLC BALANCE SHEET 106 NOTES TO THE IMPERIAL TOBACCO GROUP PLC BALANCE SHEET 108 SHAREHOLDER INFORMATION d cigars. 110 PRINCIPAL SUBSIDIARIES 112 INDEX 113 GLOSSARY OF TERMS IMPERIAL TOBACCO GROUP PLC / 2005 01 WHAT WE DO… We produce a comprehensive range of cigarettes, other tobacco products and rolling papers. Our strategy for brand management is centred on growing brand equity and profitability. SOME BRAND HIGHLIGHTS > Davidoff Our key international premium cigarette brand sold in over 70 countries worldwide. > West West is our biggest tobacco brand with annual sales of over 20 billion cigarettes. > Lambert & Butler JPS Lambert & Butler has been the > UK’s best selling cigarette brand since 1998. JPS is a key value brand in our European cigarette portfolio with its major markets being Spain, Germany and France. > Drum and Golden Virginia The world’s top two Rizla fine cut tobacco brands. > Rizla is the world’s No.1 rolling paper, sold in over 50 countries. IMPERIAL TOBACCO GROUP PLC / 2005 02 WHERE WE DO IT… Imperial Tobacco has significant global reach. We have expanded internationally, with sales in more than 130 countries across Europe, Asia, the Middle East, Africa and Australasia. Our core markets of the UK and Germany are profitable bases complementing our international footprint. This geographic and operational diversity provides business resilience and a platform for future growth. Market footprint Rolling papers only sold in this market No market presence IMPERIAL TOBACCO GROUP PLC / 2005 03 AND HOW WE DID IN 2005… 2005 has been another record year for Imperial Tobacco. This excellent financial performance reflects the continued successful execution of our strategy. Earnings per share Dividend per share Operating profit (adjusted)1 (adjusted)1 112.8p 56p £1,307m up 11% on 2004 up 12% on 2004 up 7% on 2004 120 60 1,400 50 1,200 90 40 1,000 800 60 30 600 20 30 400 10 200 0 2001 20022003 20042005 0 2001 20022003 20042005 0 20012002200320042005 (In £’s million) 2005 2004 2003 2002 2001 Turnover including duty 11,255 up 2% 11,005 11,412 8,296 5,918 Turnover excluding duty 3,149 up 4% 3,032 3,200 2,219 1,474 Operating profit 1,044 up 18% 885 881 603 604 Adjusted operating profit 1 1,307 up 7% 1,218 1,135 789 619 Pre-tax profit 862 up 25% 688 656 423 494 Adjusted pre-tax profit 1 1,123 up 11% 1,014 898 642 509 Profit after tax 576 up 28% 450 424 283 355 Adjusted profit after tax 1 820 up 10% 743 655 465 370 (In pence) 2005 2004 2003 2002 2001 Basic earnings per share 79.0 up 29% 61.4 58.1 41.0 56.6 Adjusted earnings per share 1 112.8 up 11% 101.6 90.0 68.4 59.0 Diluted earnings per share 78.6 up 28% 61.2 57.9 40.8 56.2 Dividend per share 56.0 up 12% 50.0 42.0 33.0 28.8 1 Adjusted to exclude amortisation and exceptional items. Management believes that reporting results before amortisation and exceptional items (adjusted operating profit, adjusted profit before tax, adjusted profit after tax and adjusted earnings per share) provides a better comparison of underlying business performance for the year. IMPERIAL TOBACCO GROUP PLC / 2005 04 Cash conversion rate2 Interest cover 3 104% 7.1 times 120 8 7 100 6 80 5 60 4 3 40 2 20 1 0 20012002200320042005 0 20012002200320042005 Total Shareholder Return Index 4 400 Imperial Tobacco FTSE All-Share Index 300 200 100 0 200120022003 20042005 2 Comparing the cash flow generated after net capital expenditure to our operating profit before amortisation and exceptionals and before restructuring payment of £46 million in 2005. 3 Operating profit before amortisation and exceptionals divided by the interest charge. 4 The total investment gain to shareholders, resulting from the movement in the share price and assuming dividends are immediately invested in shares. IMPERIAL TOBACCO GROUP PLC / 2005 05 CHAIRMAN’S STATEMENT Building on our strengths… Derek Bonham Our strategy is clear. It is to create sustainable shareholder Chairman value by growing our business both organically and through acquisitions. Our focus on this strategy has transformed Imperial Tobacco over the past nine years into the international company it is today. In the past five years total shareholder return was 265 per cent and we have outperformed the FTSE All-Share Index by 245 per cent. Contributing to that track record, in 2005 total shareholder return was 40 per cent. EARNINGS AND DIVIDEND During the year we delivered some pleasing market and brand performances which, combined with our continuing focus on costs and effective cash management, grew With another strong financial adjusted earnings per share by 11 per cent to 112.8 pence. and operational performance Basic earnings per share was 79.0 pence (2004: 61.4 pence). in 2005, I am delighted that As a result of this successful performance, the Board is recommending a final dividend of 39.51 pence per share, our strategy for growth has bringing the total dividend for the year to 56.0 pence, up continued to deliver value 12 per cent on 2004 (2004: 50.0 pence). Since 2001 we have grown our dividend by 18 per cent compound. for our shareholders. This financial performance reflected a number of operational highlights that clearly demonstrate the effectiveness of our strategy. PERFORMANCE Our core markets of the UK and Germany delivered significant improvements in profits, against a background of market declines, an excellent achievement. Elsewhere, we grew our cigarette shares in a number of markets across the world with some strong brand performances from Davidoff and West. Our drive for efficiencies and further cost savings across the Group has continued. The ongoing focus on enhancing productivity and improving operational efficiencies within our manufacturing operations has resulted in the closure of three manufacturing sites in the past year, with further rationalisation announced in September. 1 The dividend will be paid on 17 February 2006 to those shareholders on IMPERIAL TOBACCO the register at the close of business on 20 January 2006. GROUP PLC / 2005 06 We are a highly cash generative tobacco company and OUTLOOK we have ensured that shareholders continue to benefit from Our balance, both geographically and in the breadth of the our effective cash management by initiating a rolling share products and brands we offer consumers, together with our buyback programme in February 2005. We see this as an ingrained focus on costs, leave us well placed to continue to efficient use of cash whilst we continue to pursue value grow the business. creating acquisition opportunities. This, combined with our effective use of cash for value creating acquisitions, further organic investments and share buybacks, should ensure that we continue to deliver BOARD CHANGES sustainable growth for our shareholders. The Board continues to ensure high standards of corporate governance across every aspect of the business. Each I am grateful to my colleagues on the Board, our senior year we conduct a review of Board membership to ensure management team and to our employees worldwide for their that an appropriate level of independent Non-Executive impressive contributions and continued commitment to Directors is maintained through orderly succession, without Imperial Tobacco’s success; my sincere thanks to them all. compromising the effectiveness of the Board and mindful of the independence requirements of the Combined Code. Simon Duffy and Sipko Huismans will step down as Non- In conclusion, I am confident Executive Directors at our AGM in January 2006 having served nine years on the Board. In addition, David Thursfield that our strategy will continue resigned as a Non-Executive Director in October 2005, due to deliver good results, with to his increasing level of external commitments. I would like to thank Simon and Sipko for their valuable contributions to our strong management team the business since 1996 and David for his contribution since 2003. At our AGM in 2006, Iain Napier, who was appointed ensuring excellence in its as Joint Vice Chairman in December 2004, will take on the execution. role of Senior Independent Non-Executive Director. I have been delighted to welcome both Susan Murray and Colin Day as Non-Executive Directors during the year. Both bring a wealth of experience to the business; Susan has held a number of high-profile marketing and management roles and Colin is an experienced international executive with a strong track record in the consumer sector.