UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

February 11, 2022

Commission File Number: 001-38159

 

 

BRITISH AMERICAN TOBACCO P.L.C.

(Translation of registrant’s name into English)

 

 

Globe House

4 Temple Place

London WC2R 2PG

United Kingdom

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

 

 

 


This report includes materials as exhibits that have been published and made available by British American Tobacco p.l.c. (the “Company”) as of February 11, 2022.

The information contained in this Form 6-K is incorporated by reference into the Company’s Form S-8 Registration Statements File Nos. 333-219440, 333-223678 and 333-237186 and Form F-3 Registration Statement File No. 333-232691, and related Prospectuses, as such Registration Statements and Prospectuses may be amended from time to time.

EXHIBIT INDEX

 

Exhibit

  

Description

Exhibit 1    British American Tobacco p.l.c. Preliminary Announcement – year ended 31 December 2021.
Exhibit 23.1    Consent of KPMG LLP, independent registered public accounting firm.
Exhibit 99.1    British American Tobacco p.l.c.’s consolidated financial statements as of 31 December 2021 and 31 December 2020 and for the years ended 31 December 2021, 2020 and 2019.
Exhibit 99.2    British American Tobacco p.l.c.’s Management’s report on internal control over financial reporting as at 31 December 2021.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

British American Tobacco p.l.c.

By:

 

/s/ Paul McCrory

Name:

  Paul McCrory

Title:

  Company Secretary

Date: February 11, 2022


EX-1

Exhibit 1

For the forward-looking non-GAAP information contained in this announcement, no comparable GAAP or IFRS information is available on a forward-looking basis and our forward-looking revenue cannot be estimated with reasonable certainty. As such, no reconciliations for this forward-looking non-GAAP information are available and we are unable to present revenue before presenting New Category revenue or constant currency revenue.

11 February 2022 – PRESS RELEASE / PRELIMINARY RESULTS    LOGO
BRITISH AMERICAN TOBACCO p.l.c.

YEAR ENDED 31 DECEMBER 2021

2021 – A PIVOTAL YEAR DELIVERED, BUYBACK ANNOUNCED

 

  PERFORMANCE HIGHLIGHTS    REPORTED          ADJUSTED  
    

    Current

rates

    

Vs 2020

    (current)

        

    Current

Rates

    

Vs 2020

    (constant)

 
             

Cigarette and THP volume share

              +10 bps                           

Cigarette and THP value share

        +20 bps            

Non-Combustibles consumers1

     18.3m        +4.8m            

Revenue (£m)

     £25,684m        -0.4%          £25,684m        +6.9%  

Revenue from New Categories (£m)

     £2,054m        +42.4%          £2,054m        +50.9%  

Profit from operations (£m)

     £10,234m        +2.7%          £11,150m        +5.2%  

Operating margin (%)

     39.8%        +120 bps          43.4%        -70 bps  

Diluted EPS (pence)

     295.6p        +6.0%          329.0p        +6.6%  

Net cash generated from operating activities (£m)

     £9,717m        -0.7%            

Borrowings3 (£m)

     £39,658m        -9.8%            

Dividend per share (pence)

     217.8p        +1.0%                      

The use of non-GAAP measures, including adjusting items and constant currencies, are further discussed on pages 46 to 51, with reconciliations from the most comparable IFRS measure provided. Note – 1. Internal estimate. 2. N/A 3. Includes lease liabilities.

 

 
Faster Transformation   Strong FY Results

· New Categories revenue up 51% to £2,178m*

· Non-combustible product** consumer acquisition +4.8m to 18.3m

· Vapour revenue up 59%*

· glo revenue up 46%*

· Modern Oral revenue up 41%*

· £2 billion 2022 buyback announced

 

· Revenue up 6.9%* led by pricing and New Category growth

· Combustible revenue up 4.0%* with price/mix of 4.3%, reflecting Emerging Market (EM) performance and COVID-19 recovery

· Cigarette value share up 10 bps

· Further £595m cost savings, driven by Quantum

· Adjusted profit from operations up 5.2%* includes a negative transactional FX impact of 1.7%

· Adjusted operating margin down 70 bps

· Adjusted diluted EPS up 6.6%*

* at constant rates of exchange ** These products are not risk free and are addictive.

Jack Bowles, Chief Executive: “In 2021 the business delivered on our transformation journey to build A Better Tomorrow. It has been a pivotal year: we accelerated New Category revenue, with growth of over 50%* and reached a total of 18.3m consumers (up 4.8m) of our non-combustible products. New Category losses reduced for the first time, contributing to earnings growth, while at the same time delivering strong financial results: 2021 has been a pivotal year.

Putting ESG at the heart of our strategy and corporate purpose is delivering sustainable growth, encouraging more consumers to transition to reduced risk products and reducing the health impact of our business. We are also on track to achieve our other ESG targets, including carbon neutrality from our operations by 2030.

These strong foundations enable us to embark on the next phase of our journey - Faster Transformation - towards A Better Tomorrow. We are on a path to deliver £5bn of revenue and profitability^ from New Categories by 2025 and are developing opportunities Beyond Nicotine, leveraging our knowledge and capabilities from New Categories.

These foundations also provide the financial flexibility to be more active in our capital allocation to deliver sustainable long-term value for shareholders. With leverage within our target range, we will continue to invest in a faster transformation and deliver strong returns to shareholders. In addition to maintaining a growing dividend the Board has approved a £2bn share repurchase programme for 2022.

I would like to thank all our people and partners for their continued focus and commitment in delivering our strong results throughout this difficult COVID-19 period. The BAT of tomorrow will be a high-growth, consumer centric, multi-category consumer goods company. We are confident in delivering a Faster Transformation, continued robust financial performance and superior cash returns to shareholders. We are confident of delivering A Better Tomorrow.”

2022 outlook:

 

·  

Global tobacco industry volume expected to be down c.2.5%.

·  

Constant currency revenue growth of 3%-5%.

·  

Strong New Category revenue growth and further reduction in losses.

·  

Translational foreign exchange is expected to be broadly neutral on full year adjusted EPS growth.

^ Based upon Category Contribution – defined as profit from the sale of brands after directly attributable costs (including marketing expenses) and before the allocation of overheads

 

1


CHIEF EXECUTIVE’S STATEMENT

FASTER TRANSFORMATION - TOWARDS A BETTER TOMORROWTM

“2021 has been a pivotal year in our transformation journey to build A Better Tomorrow. We continued to make excellent progress on our strategic commitments while delivering value to all our stakeholders. It is thanks to the resilience of our people and partnerships that we are continuing to capitalise on the opportunities that are transforming our industry.

“We are committed to reducing the health impact of our business through a multi-category approach. As I said in our Half-Year Report in July 2021, delivering on our purpose in the second half of the year would require a focus on developing and delivering consumer-focused products and brands to accelerate momentum. That is exactly what this set of results demonstrates:

 

  ·  

The growth, from 13.5m to 18.3m, in consumers of non-combustible products was our strongest to date;

  ·  

Non-combustible products now account for 12% of Group revenues;

  ·  

Vapour revenue was up 59%*, with our global brand, Vuse, now the leading vapour brand by value share globally;

  ·  

Following volume share gains in ENA and Japan, revenue from our THP, glo, was up 46%*; and

  ·  

Revenue in Modern Oral, largely through Velo, was up 41%*.

“In 2021, we recorded New Category revenue growth of over 50%*. The performance of our reduced-risk** portfolio, encompassing our strong global brands, Vuse, glo and Velo, places us on track to reach the business transformation targets we set ourselves of:

 

  ·  

£5bn of revenue and profitability in our New Categories by 2025; and

  ·  

50m consumers of non-combustible products by 2030.

“We are also firmly committed to the ESG targets we have set. These include becoming carbon neutral across our operations (Scope 1 and 2 emissions) by 2030 and net zero across our value chain (Scope 1,2 and 3) by 2050. Sustainability has long been central to our business and ethos. We produced our first ever Social Report 20 years ago and, in 2021, we were recognised as a global sustainability leader for the 20th consecutive year in the Dow Jones Sustainability Indices.

“The next phase of our transformation will focus on creating a sustainable Enterprise of the Future. Across the business, we are seeing the benefits of Quest, our organisational transformation programme. Quest is underpinned by five accelerators and has been designed to enhance our existing strengths and deliver further value from our consumer reach and global presence.

“Through Quest, we continue to develop the capabilities required to build our multi-category business, enhance our future sustainability and deliver our digital transformation, contributing to the delivery of A Better Tomorrow.”

FINANCE & TRANSFORMATION DIRECTOR’S STATEMENT

STRONG CASH FLOW DRIVES DELEVERAGE AND ENABLES SHARE BUYBACK.

2021 was the pivotal year in our transformation journey with key milestones achieved in both New Categories and in de-leveraging.

Our accelerating New Category performance is now a sizeable contributor to Group revenue growth, with Non-Combustibies contributing nearly half of total Group revenue growth. Capitalising on this momentum, we further increased New Category investment by £496 million in 2021, while reducing New Category losses for the first time with a clear pathway to profitability by 2025. Investment is funded by continued strong value growth from combustibles together with Quantum savings, which reached £1.3 billion annualised savings.

Constant currency adjusted diluted EPS growth of 6.6% was at the top end of our mid-single digit EPS guidance. Our robust operating performance enabled us to absorb the net impact of a number of one-off factors during the year. These included the headwinds from the structural change in excise in Australasia, the disposal of our operations in Iran and a transactional foreign exchange headwind of 1.7%, partially offset by the benefit of trade inventory movements in the U.S. (which are expected to unwind in early 2022) mainly linked to the timing of price increases and uncertainty about a potential excise increase. Reported volume in the U.S. was down 5.0%, with underlying volume down approximately 7%.

We have worked hard to generate strong cash flow over recent years with nearly £10 billion of net cash generated from operating activities in 2021.

This gives us the flexibility to adopt a more active capital allocation framework to deliver long-term value for shareholders. This will include continuing to grow the dividend and maintaining our target leverage corridor, whilst also considering potential bolt-on M&A opportunities and share buybacks to enhance shareholder returns.

The Board will prioritise capital allocation opportunities each year in-line with this new longer-term active capital allocation framework, while continuing to take into account macro and fiscal influences, and potential regulatory and litigation outcomes. As a first step, we have announced a dividend increase of 1.0% to 217.8p and a £2 billion share repurchase programme for 2022.

Our liquidity profile remains strong, with average debt maturity close to 10 years and maximum debt maturities in any one calendar year of around £4 billion. In September 2021 we successfully launched our first 2 billion perpetual hybrid bond transaction. The issuance contributes to the diversification of our sources of funding and further strengthens our capital structure.

The next phase of our journey will be enabled by our transformation programme Quest. Through Quest we are building a sustainable Enterprise of the Future, delivering the organisational flexibility to implement and operationalise our growth strategy – from simplifying the business to faster decision-making, powered by our Ethos.

* at constant rates of exchange ** Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free and are addictive.

† Our products as sold in the U.S., including Vuse, Velo, Grizzly, Kodiak and Camel Snus, are subject to FDA regulation and no reduced-risk claims will be made as to these products without agency clearance.

**A credit rating is not a recommendation to buy, sell or hold securities. A credit rating may be subject to withdrawal or revision at any time. Each rating should be evaluated separately of any other rating.

 

2


GROUP OPERATING REVIEW

TOTAL GROUP VOLUME and REVENUE

  For year ended 31 December

     Volume (unit)        Revenue (£m)  
        Reported          At constant rates  
    

    2021

Unit

    

    Change

%

    

    2021

£m

    

    2020

£m

    

    Change

%

   

        

    

FX

    £m

    

    2021 cc

£m

    

    2020

£m

    

    Change

%

 

New Categories

                       2,054        1,443        +42.4%                124        2,178        1,443        +50.9%  

Vapour (10ml units / pods mn)

     535        +55.5%        927        611        +51.8%          46        973        611        +59.3%  

THP (sticks bn)

     19.1        +78.7%        853        634        +34.4%          74        927        634        +46.1%  

Modern Oral (pouches mn)

     3,296        +70.5%        274        198        +38.8%                4        278        198        +40.6%  

Traditional Oral (stick eq bn)

     8.0        -3.9%        1,118        1,160        -3.6%                77        1,195        1,160        +3.0%  

Total Non-Combustibles

           3,172        2,603        +21.9%                201        3,373        2,603        +29.6%  

Cigarettes (sticks bn)

     637        -0.1%                                                                         

OTP incl RYO/MYO (stick eq bn)

     18        -9.2%                                                                         

Total Combustibles

     655        -0.3%        22,029        22,752        -3.2%                1,640        23,669        22,752        +4.0%  

Other

           483        421        +14.7%                36        519        421        +23.1%  

Total

           25,684        25,776        -0.4%                1,877        27,561        25,776        +6.9%  

Cigarettes and THP (sticks bn)

     656        +1.2%                                                                         

Use of the term “cc” refers to the variance between the 2021 adjusted performance, at 2020 exchange rates, against the adjusted 2020 performance.

New Category consumables volume growth accelerated and was up substantially (over 50% in all three categories). Cigarette volume was broadly flat and cigarette volume share down 10 bps with emerging markets beginning to recover from the impact of COVID-19 last year, including Bangladesh, Pakistan, Vietnam, Brazil and Chile, more than offset by volume decline in Indonesia, U.S., Ukraine, Russia and Japan and the sale of our business in Iran partway through the year. Duty paid industry cigarette volume was stable during the year.

On a reported basis, revenue declined by 0.4% to £25,684 million. Strong revenue growth in New Categories, up 42.4%, was supported by good cigarette pricing (partially offset by negative geographic mix), and value share gains of 10 bps. These were more than offset by a translational foreign exchange headwind of 7.3% and an estimated £260 million impact in Australasia (due to the structural excise change and a competitive pricing environment), offset by an estimated £200 million benefit from trade inventory movements in the U.S. mainly linked to the timing of price increases and uncertainty about a potential excise increase. Excluding the foreign exchange headwind, revenue was up 6.9% on a constant currency basis.

Revenue from non-combustibles now represents 12.4% of Group revenue, up from 10.1% in 2020 (and 4.2% in 2017), reflecting strong New Category revenue growth of 42.4% (or 50.9% at constant rates of exchange).

PROFIT FROM OPERATIONS AND OPERATING MARGIN

    For year ended 31 December   

Reported PfO (£m)

Operating Margin (%)

    

Adjusted PfO (£m)

Adjusted Operating Margin (%)

 
         2021          2020          Change          Adj          FX          2021 cc          2020          Change  

Profit from Operations (PfO)

     10,234        9,962        +2.7%        916        802        11,952        11,365        +5.2%  

Operating Margin

     39.8%        38.6%        +120 bps                          43.4%        44.1%        -70 bps  

Use of the term “cc” refers to the variance between the 2021 adjusted performance, at 2020 exchange rates, against the adjusted 2020 performance.

Profit from operations on a reported basis was up 2.7% at £10,234 million, driven by an improvement in the Group’s operating performance, despite a transactional foreign exchange headwind of 1.7%. The Group’s operating performance also benefited from a reduction in one-off charges (2021: £916 million; 2020: £1,403 million) which included, in 2021, costs of £358 million related to the sale of the Group’s operations in Iran (as explained on page 20) partly offset by a £35 million credit related to a partial buy-out of the U.S. pension fund and a credit of £59 million related to the Reynolds American dissenting shareholders litigation that was concluded in our favour. However, this improvement in performance was largely offset by a translational foreign exchange headwind of 7%.

Reported operating margin was up 120 bps to 39.8%, largely due to pricing in combustibles, the reduction in adjusting items and cost savings delivered as part of Quantum.

Adjusted profit from operations and adjusted operating margin

Adjusted profit from operations at constant rates was up 5.2%, driven by strong revenue growth, lower losses from New Categories, £595 million of productivity savings driven by Quantum and the benefit of trade inventory movements in the U.S.. This was partly offset by geographic mix, Australasia profit impact, no significant recovery in our Global Travel Retail business (GTR) and the absorption of a 1.7% transactional headwind in the period. Accordingly, adjusted operating margin was down 70 bps at both current and constant rates of exchange.

 

3


CATEGORY PERFORMANCE REVIEW

A STEP CHANGE IN NEW CATEGORIES

    For year ended 31 December    Volume (unit)     Revenue (£m)  
           Reported     At constant rates  
    

  2021

Unit

    

    Change

%

   

    2021

£m

    

    2020

£m

    

    Change

%

   

FX

    £m

    

    2021 cc

£m

    

    2020

£m

    

    Change

%

 

New Categories

                      2,054        1,443        +42.4     124        2,178        1,443        +50.9

Vapour (10ml units / pods mn)

     535        +55.5     927        611        +51.8     46        973        611        +59.3

THP (sticks bn)

     19.1        +78.7     853        634        +34.4     74        927        634        +46.1

Modern Oral (pouches mn)

     3,296        +70.5     274        198        +38.8     4        278        198        +40.6

Traditional Oral (stick eq bn)

     8.0        -3.9     1,118        1,160        -3.6     77        1,195        1,160        +3.0

Total Non-Combustibles

                      3,172        2,603        +21.9     201        3,373        2,603        +29.6

Use of the term “cc” refers to the variance between the 2021 adjusted performance, at 2020 exchange rates, against the adjusted 2020 performance.

VUSE – VAPOUR: Global Value Share leadership1

 

·  

Vuse value share up 800 bps vs 2020 to reach 33.5 share in T5* markets

 

·  

Consumer acquisition up 1.8m reaching 8.4m, with growth in all T5 markets

 

·  

Vapour volume up 56% with revenue growth of 52% or 59% at constant rates of exchange

 

·  

Vuse first global vapour brand independently verified by Vertis2 as Carbon neutral in May 2021

With strong revenue growth and value share gains across all T5 markets, Vuse achieved global vapour value share leadership in July 2021, with a full year value share of 33.5% (up 800 bps vs 2020) and is now either at or approaching value share leadership in all T5 markets. We consolidated our volume share leadership of devices in all T5* markets, driven by industry leading consumer acquisition up 1.8 million to 8.4 million consumers.

In the U.S., we reached 32.5% value share, an increase of 760 bps on 2020, approaching value share leadership of the category, driven by the continued success of Alto. Vuse consumables volume grew 67%, materially outperforming the total vapour industry (which was up 21.2%). Our No.1 device volume share (in closed systems) further strengthened to 57.4% up 500 bps compared to 2020. In addition to volume growth, revenue growth of 46%, or 57% on a constant currency basis, was driven by price increases in both consumables and devices during the year, leveraging our Revenue Growth Management (RGM) tool as a key enabler of value creation.

In our other T5* markets, we continued to extend our value share leadership position:

 

  ·  

In the UK, value share of the total vapour market was 31.0%, down 440 bps vs 2020. Vuse continued to perform well, with value share up 210 bps vs 2020 to reach 16.9%.

 

  ·  

In France, our value share leadership of total vapour extended further to reach 45.7%, up 14.2 ppts vs 2020, driven by both ePen 3 and ePod.

 

  ·  

In Germany, our value share of total vapour was 59.9%, up 10.1 ppts vs 2020, driven by ePen 3 and ePod.

 

  ·  

In Canada, our value share of total vapour was 80.4%, up 34.3 ppts vs 2020, driven by ePod.

We have continued the rapid expansion of our e-commerce revenue with Vuse ranked No.1 overall in branded consumer search, and web traffic across our T5* markets3. Despite the impact of regulatory changes in the U.S., the number of consumers utilising our subscription programmes globally increased to c.25k, up 43% vs 2020.

In October, Vuse Solo received the first of its kind U.S. Food and Drug Administration (FDA) marketing authorisation for vapour products in Original flavour, confirming that the marketing of Vuse Solo products is appropriate for the protection of the public health, and underscoring years of scientific study and research. The Vuse Alto Premarket Tobacco Application (PMTA), which was submitted nearly a year after Vuse Solo, shares the same foundational science. We are confident in the quality of our applications.

* T5 markets by revenue are the U.S., UK, France, Germany and Canada; they account for 75% of total industry vapour revenue (closed systems).

1 Based on Vype/Vuse estimated value share from RRP in measured retail for vapour (i.e. total vapour category value in retail sales) in the U.S., Canada, France, UK, Germany. In 2021, AC Nielsen rebased the Group’s 2020 vapour value share in Germany from 50.1% to 49.9%.

2 Vuse’s carbon neutrality has been independently validated by Vertis based on product Life Cycle Assessment data provided by an independent third party. It is based on ePod, ePen, eTank mini, Alto devices and consumables internal sales forecast (calculated March 2021) for 12 months starting from April 2021. It has been delivered through carbon offset through reforestation projects.

3  Source: Similar Web.

 

4


CATEGORY PERFORMANCE REVIEW

glo - TOBACCO HEATING PRODUCTS (THP) – Hyper driving further volume share gains globally

 

·  

glo THP category volume share up 480 bps in T9* markets vs 2020 to reach 18.1%

 

·  

glo consumer acquisition up 2.7m reaching 6.7m with growth in all T9 markets

 

·  

glo consumable volume up 79%, over three times industry volume growth of 26%

 

·  

glo revenue growth up 34% with year on year and sequential growth accelerating in H2 2021

Driven by the continued success of glo Hyper in Japan and across THP markets in ENA, total consumable volume grew 79% in 2021, with average daily consumption increasing across key markets. glo achieved record THP category volume share in T9 markets of 18.1% vs 2020, up 480 bps with growth in all nine markets.

glo total revenue grew 34% or 46% at constant currency accelerating year on year, and sequentially in H2 versus H1. Since the launch of Hyper in the first half of 2020, glo’s performance on key metrics such as brand power and consumer conversion have continued to improve, supporting our ambition for glo to be the fastest growing global THP brand (by volume).

In Japan, volume growth for consumables and devices was driven by Hyper. With improved consumer conversion from trial to active usage of 41%, glo’s volume share of the THP category reached 21.2%, up 180 bps on 2020.

In APME, consumable volume grew 27%, with device volume up 36% as we continued to invest in consumer acquisition. Revenue was up 3%, or 13% at constant rates of exchange, with the significant acceleration in H2 driven by consumable pricing and as we lap the impact of the Sens withdrawal in the prior year comparator. This was partly offset by the partial absorption of excise increases in Japan.

In ENA, glo volume grew 195%, around five times faster than THP industry growth rates of 41% in the region, with consecutive quarterly growth in key markets, driving continued strong revenue growth, up 150% or 167% at constant currency. The region now represents over 50% of our global THP volume and 40% of our global THP revenue.

 

  ·  

In Russia, glo reached 19.3% THP category volume share, up 1,070 bps on 2020.

  ·  

In Ukraine, glo reached 20.9% THP category volume share (up 990 bps vs 2020).

  ·  

In Italy, glo reached 12.8% THP category volume share, up 870 bps, with Hyper driving 100% of the growth.

  ·  

In Romania, we reached 22.1% category volume share, up 530 bps.

Hyper also continued to make good progress in Kazakhstan, Poland, Egypt, the Czech Republic and across other smaller ENA launch markets, and is now in 22 of glo’s 25 markets, with further market roll-outs planned in 2022.

* T9 markets by revenue are the Japan, South Korea, Russia, Italy, Romania, Germany, Ukraine, Poland and the Czech Republic; they account for 82% of total industry THP revenue.

 

5


CATEGORY PERFORMANCE REVIEW

VELO - MODERN ORAL – International and U.S. volume share gains

 

·  

Continued strong global volume growth up 70.5%, with consumer numbers up 0.6m to 2.1m

 

·  

ENA revenue up 44%, with volume up 46% driving volume share to 69.4%, up 380 bps

 

·  

U.S. volume up 272%, with volume share of Modern Oral at 11.7%, up 410 bps vs 2020 in a highly competitive market

Our Modern Oral growth accelerated in 2021, with volume up 70.5% and revenue up 38.8%, or 40.6% at constant rates of exchange. Volume share of the Modern Oral category in our T5* markets was 34.7%, in line with 2020.

This was largely driven by the U.S, where volume share of Modern Oral increased by 410 bps, as volume grew 272% to 602 million pouches (2020: 162 million pouches). This growth was due to the portfolio and distribution expansion following the acquisition of the nicotine pouch products of Dryft Sciences LLC (Dryft) in October 2020. These products are now present in over 110,000 stores nationwide, in a highly competitive market.

While we are excited about the long-term potential of the Modern Oral market in the U.S., it currently represents less than 2% of the nicotine industry by revenue (in the U.S.) and 51% and 38% of global Modern Oral volume and value respectively.

The majority of Velo consumers (in the U.S.) adopted the brand as their first in Modern Oral, sourced evenly from combustible, snus, traditional oral and vapour consumers. Our insights suggest that a high percentage of Modern Oral users are already poly-users of other categories.

In ENA, we are volume share leaders of the Modern Oral category in 15 of the 17 markets where we are active. Volume was up 46% with revenue up 43.9%, or 45.6% at constant rates of exchange, as the Modern Oral market continues to grow rapidly, and we continue to expand our industry leading volume share position. We continue to drive innovation in the category, with the success of our Sachet, Black range and Velo Mini launches, as well as new flavours generated alongside consumers in our LAB co-creation hubs in Sweden. The global brand migration to Velo, which had been delayed by the impact of COVID-19, is expected to be completed in H1 2022.

 

  ·  

In Sweden, where Modern Oral has grown to represent 13.5% of the total oral category, our volume share of the Modern Oral category reached 59.6%, an increase of 580 bps on 2020^.

 

  ·  

In Norway, where Modern Oral now represents 28.7% of the total oral category, our volume share of the Modern Oral reached 63.9%, up 180 bps vs 2020.

  ·  

In Denmark, where Modern Oral represents 90.5% of the total oral category, our volume share of the Modern Oral category fell by 130 bps to 92.6% in 2021.

Our pilot launches in emerging markets including Pakistan and Indonesia continue to deliver valuable insights, as we roll-out in key urban markets. We believe that Modern Oral is an exciting longer-term opportunity to commercialise reduced risk products**† by offering New Categories as affordable alternatives to adult nicotine consumers.

In Kenya, we continue to engage with the relevant authorities on the regulatory and fiscal framework to support a commercially sustainable re-entry into the Modern Oral category. In Germany, sales of Modern Oral have been suspended pending engagement with the authorities regarding the classification of tobacco-free nicotine pouches.

* T5 markets for Modern Oral are U.S., Sweden, Norway, Denmark and Switzerland.

^ Sweden volume share has been rebased to include Nicotine free pouches in all periods. Accordingly, BAT’s FY2020 volume share of Modern Oral was rebased to 53.8%.

** Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free and are addictive.

†   Our products as sold in the U.S., including Vuse, Velo, Grizzly, Kodiak and Camel Snus, are subject to FDA regulation and no reduced-risk claims will be made as to these products without agency clearance.

 

6


CATEGORY PERFORMANCE REVIEW

BEYOND NICOTINE

As consumers increasingly seek products offering wellbeing and stimulation characteristics, we are working with our venturing unit, Btomorrow Ventures (BTV), and selected third parties to strengthen our understanding of this market. We are applying these learnings and developing our own portfolio of products addressing consumer needs not just today, but into the future.

BTV has completed 17 investments since launch in 2020, including 9 new investments during 2021, in innovative consumer, new sciences and technology businesses. The companies in which we invest are carefully selected for original ideas across a range of criteria, as well as a cultural fit which allows us to work together to leverage the strength of the BAT Group in helping entrepreneurial candidates accelerate and sustain growth. This approach provides us with evolving capabilities for the future across both our New Categories and Beyond Nicotine.

In March 2021, we entered a strategic collaboration agreement with Organigram Inc., a wholly owned subsidiary of publicly traded Organigram Holdings Inc., focused on research and product development activities of next generation adult cannabis products, with an initial focus on cannabidiol (CBD).

In January 2022, we announced the launch of KBio Holdings Limited (KBio) to accelerate the research, development and production of novel treatments. KBio will leverage the existing plant-based technology capabilities of BAT and Kentucky BioProcessing Inc. (KBP), the existing BAT-owned U.S. plant biologics organisation.

TRADITIONAL ORAL

Group volume declined 3.9% to 8.0 billion stick equivalents. Total revenue was £1,118 million (2020: £1,160 million), down 3.6% due to the impact of foreign exchange. At constant rates, revenue grew 3.0%, driven by continued strong pricing in the U.S. (price mix of 8%) which accounts for 96% of revenue from the category.

In the U.S., Traditional Oral volume declined 5.1% in 2021, with value share of moist up 10 bps and volume share down 50 bps. This was driven by Grizzly which continues to drive value growth through strong pricing.

The Modified Risk Tobacco Product (MRTP) applications for Camel Snus were discussed by the Tobacco Products Scientific Advisory Committee (TPSAC) of the FDA in September 2018. After extensive work with the FDA, we expect that the applications will remain under review until the second half of 2022.

VALUE THROUGH COMBUSTIBLES – Continued global value share gains

 

·  

Group value share up 10 bps, driven by the U.S., up 60 bps.

 

·  

Volume share down 10 bps, with strong growth in APME more than offset by AMSSA, ENA and U.S.

 

·  

Revenue down 3.2% due to foreign exchange, up 4.0% at constant rates.

 

·  

Continued strong pricing, partially offset by negative geographic mix.

Group cigarette value share increased 10 bps vs 2020, driven by the continued performance of the strategic cigarette brands in the U.S. (up 80 bps). This combined with higher cigarette value share in Japan, Bangladesh, Germany, Turkey, Taiwan, Pakistan, the Czech Republic, Colombia and Malaysia to more than offset lower value share in Indonesia, Saudi Arabia, Canada, Australia, South Africa, Poland, France and Italy. Group cigarette volume share was down by 10 bps. Pricing continued to be strong, with combustibles price/mix of 4.3%.

Group cigarette volume was largely in line with 2020 at 637 billion sticks (2020: 638 billion sticks). Volume growth in:

 

  ·  

South Africa, as the market recovered from the COVID-19 lockdown and ban of sales in April to August 2020;

  ·  

Pakistan, where illicit trade reduced following significant excise-led growth in recent years;

  ·  

Bangladesh, driven by the continued strength of the local portfolio; and

  ·  

Vietnam, with strong volume recovery post COVID-19 lockdowns in the comparator.

was more than offset by volume decline in:

 

  ·  

Iran, following the sale of the Group’s operations in August 2021;

  ·  

the U.S., where the Group’s cigarette volume was down 5.0% to 69.5 billion sticks (2020: 73.1 billion sticks) partly benefiting from trade inventory movements (mainly linked to the timing of price increases and uncertainty about a potential excise increase) which are expected to unwind in early 2022; and

  ·  

Indonesia, where the Group has sought to drive increased value with pricing ahead of the industry.

Our GTR business showed no material signs of recovery due to COVID-19 travel restrictions.

 

7


CATEGORY PERFORMANCE REVIEW

Value share of the strategic cigarette brands was, collectively, up 20 bps although volume declined by 0.3%:

  ·  

Dunhill’s value share was down 10 bps as growth in Romania, Pakistan, Taiwan and Brazil was more than offset by declines in Indonesia, South Korea, Australia and Saudi Arabia. Volume was 8.9% lower, largely due to the impact of the tax increases and minimum retail price compliance in Indonesia;

  ·  

Kent’s value share was stable as growth in Turkey, Russia, South Korea, Saudi Arabia and Ukraine was offset by lower value share in Japan, Romania and Brazil. Volume was down 2.6% as growth in Turkey was more than offset by lower volume in Japan and the Middle East (due to the sale of the business in Iran partway through the year);

  ·  

Lucky Strike’s value share grew 30 bps, as growth in the U.S. (following launch in December last year), AMSSA (particularly Brazil, Colombia and Chile), Japan, Russia and Germany more than offset lower value share in Indonesia, France and Spain. Volume grew 19.6% driven by Russia, the U.S., Brazil, Algeria and Japan, partially offset by the impact of the tax increases and minimum retail price compliance in Indonesia;

  ·  

Rothmans’ value share was down by 10 bps as growth in Brazil, the Czech Republic and Malaysia was offset by lower value share in Russia, Australia, New Zealand, Poland, South Korea, South Africa, Ukraine and the UK. Volume was down 3.0% as growth in Brazil and Cuba was more than offset by lower volume in Russia, Ukraine and Kazakhstan; and

  ·  

Pall Mall’s value share was down 20 bps as growth in Mexico and Germany was more than offset by lower value share in the U.S., Saudi Arabia, Australia, Canada, Chile, Romania and New Zealand. Volume was 2.2% higher, largely driven by Pakistan.

The Group’s U.S. domestic strategic combustibles portfolio largely performed well:

  ·  

Newport value share increased 70 bps in the U.S., despite a 3.3% volume decline;

  ·  

Natural American Spirit value share grew 20 bps compared to 2020. Volume was marginally lower than 2020, down by 0.8%; and

  ·  

Camel’s value share declined 30 bps in the U.S., with volume 9.0% down against 2020 driven by macroeconomic deterioration and competitive pricing pressure.

Volume of other tobacco products (OTP) declined 9.2% to 18.3 billion sticks equivalent (being 3% of the Group’s combustible portfolio).

Revenue from combustibles was down 3.2% at £22,029 million (2020: £22,752 million) with a translational foreign exchange headwind of 7.2% more than offsetting the impact of higher pricing across the Group. Revenue at constant rates of exchange was up 4.0% at £23,669 million (2020: £22,752 million) driven by good pricing notably in the U.S., Turkey, Canada, Germany, Bangladesh and Brazil, and an estimated £200 million benefit from trade inventory movements in the U.S. mainly linked to the timing of price increases and uncertainty about a potential excise increase. This was partly offset by the impact of the structural change in excise and competitive pricing in Australasia (estimated at £260 million) and the disposal of the Group’s operations in Iran during the year.

SIMPLIFYING THE BUSINESS – Delivering the enterprise of the future

 

·  

£1.3 billion total Quantum savings delivered early, driven by £595 million of phase 2 savings in 2021

 

·  

Quest is delivering the Enterprise of the Future, an organisation with sustainability at its core

Through Quest, we are building a sustainable Enterprise of the Future, delivering the organisational flexibility to implement and operationalise our growth strategy – from simplifying the business to faster decision-making. Quest is an organisational transformation programme, built around five pillars, designed to deliver the Enterprise of the Future at enhanced speed. Underpinning Quest is:

 

  ·  

Quantum, our programme designed to simplify our business;

  ·  

Unleashing innovation through data-driven insights and foresights, leveraging state-of-the-art technologies to ensure we are building the brands of the future;

  ·  

Empowering our organisation and attracting and retaining an increasingly diverse workforce;

  ·  

Shaping the sustainability agenda through our focus on reducing the health impact of our business and demonstrating excellence across our other ESG measures; and

  ·  

Technology and data analytics, which will drive our transformation and unlock commercial value across the entire value chain.

Phases 1 and 2 of the Quantum programme have already delivered greater organisational speed and agility, alongside operational efficiencies and supply chain productivity improvements. We have realised further savings of £595 million this year and delivered total savings of £1.3 billion to date, 12 months earlier than planned. The savings from Quantum are enabling further increased investment in New Categories and the building of new capabilities.

 

8


REGIONAL REVIEW

The performances of the regions are discussed below. The following discussion is based upon the Group’s internal reporting structure.

UNITED STATES (U.S.):

 

    

Volume (unit)

   

Revenue (£m)

         
          

Reported

           

At constant rates

 
   For year ended 31 December    2021      Change      2021      2020      Change               FX      2021 cc      2020      Change  
     Unit      %      £m      £m      %               £m      £m      £m      %  

New Categories

                      564        394        +43.0%                   40        604        394        +53.3%  
   

Vapour (10ml units / pods mn)

     291        +66.7%         561        383        +46.4%             40        601        383        +56.9%  
   

THP (sticks bn)

     0        +0.0%       1        1        -21.8%             -        1        1        -16.2%  
   

Modern Oral (pouches mn)

     602        +272%       2        10        -81.5%                   -        2        10        -80.1%  

Traditional Oral (stick eq bn)

     7.1        -5.1%       1,077        1,126        -4.3%                   78        1,155        1,126        +2.6%  

Total Non-Combustibles

          1,641        1,520        +8.0%             118        1,759        1,520        +15.7%  

Total Combustibles (sticks bn)

     70        -5.0%       10,015        9,926        +0.9%             719        10,734        9,926        +8.1%  

Other

          35        27        +26.9%                   2        37        27        +36.0%  

Total

          11,691        11,473        +1.9%                   839        12,530        11,473        +9.2%  
                                                                            
                            
         

Reported PfO (£m)

Margin (%)

 

 

    

Adjusted PfO (£m)

Adjusted operating margin (%)

 

 

          2021        2020        Change          Adj        FX        2021 cc        2020        Change  

Profit from Operations (PfO)

          5,566        4,975        +11.9%          321        456        6,343        5,784        +9.7%  

Operating Margin

                      47.6%        43.4%        +420 bps                            50.6%        50.4%        +20 bps  

Use of the term “cc” refers to the variance between the 2021 adjusted performance, at 2020 exchange rates, against the adjusted 2020 performance.

 

   

Vuse approaching value share leadership in the U.S., reaching 32.5% share, up 760 bps.

 

   

Vuse Solo first to receive FDA vapour marketing authorisation for vapour products, supporting foundational science for other Alto applications.

 

   

Velo consolidated its position in a highly competitive market; distribution reached 110k stores.

 

   

Combustible value share 60 bps higher, led by strategic brands’ portfolio value share increasing 80 bps.

Regional Revenue and Profit from Operations

Reported revenue increased 1.9% and was up 9.2% on a constant currency basis. This was driven by our RGM capabilities, pricing in cigarettes and traditional oral and continued strong vapour revenue growth (up 46.4%) together with an estimated £200 million benefit from trade inventory movements mainly linked to the timing of price increases and uncertainty about a potential excise increase. This was offset by combustible volume decline (lapping a strong comparative period) and translational foreign exchange headwinds of 7.3% due to the relative strength of sterling versus the U.S. dollar.

Reported profit from operations rose by 11.9%, with reported margin up 420 bps to 47.6%. This was driven by combustibles pricing, higher revenue and reducing losses from Vuse, savings from Quantum and marketing spend effectiveness measures, and the benefit from trade inventory movements, together with lower one-off charges (as 2021 included net credits in respect of a partial buy-out of the U.S. pension fund (£35 million) and the finalisation of the dissenting shareholders litigation (£59 million), whilst 2020 included a £400 million charge related to cases regarding payment obligations for brands previously sold to a third party). These were partially offset by translational foreign exchange headwinds.

At constant rates of exchange, adjusted profit from operations was up 9.7% with adjusted operating margin up 20 bps to 50.6%.

New Categories

In vapour, Vuse showed outstanding growth in U.S. with value share up 760 bps to reach 32.5%. Consumable volumes increased by 67%, and revenue was up 46%, or 57% at constant rates of exchange. Pricing on consumables in H2 2021 offset the roll-over impact of the negative mix from the successful launch of the quad-pack in H2 2020. Vuse Alto was the driving force of this growth, representing over 90% of Vuse revenues in the U.S. in 2021, up from 83% in 2020. During 2021 the Group maintained device leadership, up 500 bps to reach 57.4% volume share, a strong lead indicator for future consumable volume and revenue growth.

Industry vapour volumes were up 21.2% reflecting a continued recovery from the EVALI crisis in 2019 and the impacts of the flavour ban in early 2020, with industry volumes and revenue now both above 2019 peak levels.

 

9


REGIONAL REVIEW

UNITED STATES (U.S.) cont:

In October 2021, Vuse Solo received the first of its kind U.S. FDA marketing authorisation for vapour products in Original flavour, confirming that the marketing of Vuse Solo products are appropriate for the protection of public health in the U.S.. This represents a key regulatory accomplishment in BAT’s journey towards delivering A Better TomorrowTM. The Vuse Alto PMTA was submitted nearly a year after Vuse Solo and shares the same foundational science. We remain confident in the quality of all our applications and expect to hear more on their progress over the course of 2022.

While the Group has no presence in such products in the U.S., it is notable that flavoured disposable vapour products – as well as flavoured products containing synthetic nicotine – have continued to increase both volume share and value share over the period. This remains a concern given flavoured disposable products’ increase in share of youth consumption in the U.S., as highlighted in the 2021 National Youth Tobacco Survey.

We support efforts by the FDA to address the increasing availability of synthetic nicotine products and enhance the FDA’s enforcement actions against other flavoured disposable vapour products. That includes taking action against those flavoured (excluding menthol and tobacco) cartridge/pod-based vapour products that the FDA announced in 2020 must be withdrawn from the market unless and until they have been granted marketing orders by the agency through the PMTA process. The FDA is under increased scrutiny from Congress to assert its regulatory authority over these types of products, including clarifying the legal framework within which such products should be regulated, which we believe is likely to lead to substantive action by the FDA.

In Modern Oral volume was up 272% with reported revenue down 82% (2021: £2 million; 2020: £10 million) in a highly competitive market, as the Group invested in promotional pricing and the national roll-out of the Velo branded nicotine pouch products. The expanded range of products is now available in over 110,000 stores under the Velo brand. Velo volume share increased 410 bps from 2020 to reach 11.7% in December. While growing year on year, driven by distribution expansion by the Group and other industry participants, the Modern Oral segment remains small, only representing around 1.6% of total nicotine value share. Low levels of average daily consumption due to high levels of poly-usage with other nicotine categories supports the Group’s multi-category approach.

Traditional Oral

Traditional Oral revenue reduced by 4.3%. Revenue was up 2.6% excluding the adverse impact of foreign exchange as strong pricing of 7.7% was partially offset by volume decline of 5.1%. Value share of moist was up 10 bps with volume share down 50 bps, as Grizzly continues to drive value growth through strong pricing and leveraging the benefits of our digitally enabled RGM capabilities.

The MRTP applications for Camel Snus were discussed by the Tobacco Products Scientific Advisory Committee (TPSAC) of the FDA in September 2018. After extensive work with the FDA, we expect that the applications will remain under review until the second half of 2022.

Combustibles

Combustibles revenue was marginally higher than 2020, up 0.9% (or 8.1% at constant rates of exchange), driven by pricing (the Group implemented four rounds of price increases in the year, supported by our RGM capabilities). This was partly offset by a 5.0% decline in volume to 70 billion sticks (2020: 73 billion sticks) which benefitted from trade inventory movements (mainly linked to the timing of price increases and uncertainty about a potential excise increase) which are expected to unwind in 2022. The underlying volume decline, adjusted for the number of selling days and inventory movements, was c.7%. Industry volume was down 6.5%, driven by rising gas prices and the partial unwinding of last year’s additional supply chain inventories and stronger consumption trends.

Total cigarette value share increased by 60 bps during the year driven by our premium brands Newport and Natural American Spirit, with combustibles price/mix up 13.1%. In December 2020, we successfully relaunched the iconic brand Lucky Strike broadening our portfolio in the lower priced segment, while complementing Pall Mall and leveraging our RGM capabilities in key states, resulting in Lucky Strike achieving around 1% national share in the first year of launch.

Volume share reduced by 40 bps as we continued to focus on value generation.

On 29 April 2021, the FDA announced that it had set in motion the process of advancing two tobacco product standards regarding menthol in cigarettes and all flavoured cigars. The Group’s U.S. business will evaluate any proposed regulation and will participate in any consultation and rulemaking processes by submitting comments grounded in science-based evidence. We believe that the published science does not support regulating menthol cigarettes differently from non-menthol. We believe that the scientific evidence neither shows a difference in health risks between menthol and non-menthol cigarettes, nor indicates that menthol cigarettes adversely affect initiation, dependence or cessation.

 

10


REGIONAL REVIEW

ASIA-PACIFIC AND MIDDLE EAST (APME):

 

    

Volume (unit)

   

Revenue (£m)

         
          

Reported

           

At constant rates

 
   For year ended 31 December    2021      Change      2021      2020      Change               FX      2021 cc      2020      Change  
     Unit      %      £m      £m      %               £m      £m      £m      %  

New Categories

                      535        514        +4.2%                   53        588        514        +14.2%  
   

Vapour (10ml units / pods mn)

     9        +65.6%         18        15        +26.0%             1        19        15        +27.5%  
   

THP (sticks bn)

     9.3        +26.5%       511        497        +2.8%             51        562        497        +13.0%  
   

Modern Oral (pouches mn)

     254        +197%       6        2        +179%                   1        7        2        +199%  

Traditional Oral (stick eq bn)

     -        -       -        -        -                   -        -        -        -  

Total Non-Combustibles

          535        514        +4.2%             53        588        514        +14.2%  

Total Combustibles (sticks bn)

     208        +4.4%       3,555        3,935        -9.6%             287        3,842        3,935        -2.3%  

Other

          101        88        +13.0%                   4        105        88        +20.1%  

Total

          4,191        4,537        -7.6%                   344        4,535        4,537        0.0%  
                                                                            
                            
         

Reported PfO (£m)

Margin (%)

 

 

    

Adjusted PfO (£m)

Adjusted operating margin (%)

 

 

          2021        2020        Change          Adj        FX        2021 cc        2020        Change  

Profit from Operations (PfO)

          1,287        1,472        -12.6%          430        116        1,833        1,853        -1.1%  

Operating Margin

                      30.7%        32.4%        -170 bps                            40.4%        40.8%        -40 bps  

Use of the term “cc” refers to the variance between the 2021 adjusted performance, at 2020 exchange rates, against the adjusted 2020 performance.

 

·  

Continued volume momentum with glo Hyper more than offsetting the partial absorption of Japan excise increase

 

·  

Combustible volume growth driven by recovery from COVID-19 lockdowns in 2020

 

·  

Estimated £260m structural excise change impact and competitive pricing environment in Australasia

Regional Revenue and Profit from operations

Reported revenue declined 7.6% at current exchange rates, but excluding a translational foreign exchange headwind, was in line with 2020 on a constant rate basis. Volume share gains in combustibles and higher combustible volume, up 4.4%, largely driven by the emerging market recovery from the impact of COVID-19 in 2020 (including Bangladesh, Vietnam and Pakistan), were offset by a negative geographic mix effect, the impact of the structural excise change and competitive pricing in Australasia (estimated at £260 million), and the sale of the Group’s operations in Iran part way through the year.

Reported profit from operations declined 12.6%, due to the lower revenue; the impact of the sale of the Group’s operations in Iran (which resulted in a charge of £358 million being recognised in the period largely due to historical foreign exchange movements being reclassified to the income statement in line with IFRS, as described on page 20), and due to the costs associated with the exit from Myanmar.

Excluding adjusting items (mainly in respect of the one-off exit costs from Iran and Myanmar), adjusted profit from operations fell 1.1% at constant rates of exchange, largely due to the decline in revenue.

New Categories

In THP, consumable volume increased 27% to 9.3 billion sticks (2020: 7.4 billion), driven by glo Hyper’s continued momentum. This momentum was partially offset by the impact of harmonisation of excise in Japan, with revenue growth of 2.8% (or 13.0% excluding the impact of currencies). In Japan, the largest THP market in the world, glo is the fastest growing THP brand, by volume, with volume share increasing to 6.8%, up 140 bps compared to 2020.

Our Modern Oral pilot launches in emerging markets including Pakistan and Indonesia continue to deliver valuable insights as we roll-out in key urban markets. We believe that Modern Oral is an exciting longer-term opportunity to commercialise reduced risk products by offering affordable New Category alternatives to adult nicotine consumers.

Combustibles

Revenue from combustibles fell 9.6% at current rates, and by 2.3% on a constant currency basis, as higher combustible volume and pricing in markets including Bangladesh was more than offset by negative geographic mix, and the combined impact of the structural excise change and highly competitive pricing environment in Australasia.

Value share decreased 20 bps, with volume share up 20 bps, as volume share gains (including in Bangladesh, Japan, Pakistan and Taiwan) more than offset losses in Indonesia (as the Group drove for value growth with pricing ahead of the industry) and Saudi Arabia.

 

11


REGIONAL REVIEW

AMERICAS AND SUB-SAHARAN AFRICA (AMSSA):

 

    

Volume (unit)

   

Revenue (£m)

         
          

Reported

           

At constant rates

 
   For year ended 31 December    2021      Change      2021      2020      Change               FX      2021 cc      2020      Change  
     Unit      %      £m      £m      %               £m      £m      £m      %  

New Categories

                      141        66        +114%                   -        141        66        +114%  
   

Vapour (10ml units / pods mn)

     62        +102%         141        65        +115%             -        141        65        +115%  
   

THP (sticks bn)

     -        -       -        -        -             -        -        -        -  
   

Modern Oral (pouches mn)

     -        -100%       -        1        -100%                   -        -        1        -100%  

Traditional Oral (stick eq bn)

     -        -       -        -        -                   -        -        -        -  

Total Non-Combustibles

          141        66        +114%             -        141        66        +114%  

Total Combustibles (sticks bn)

     148        0.0%       3,435        3,535        -2.8%             244        3,679        3,535        +4.1%  

Other

          225        171        +32.3%                   22        247        171        +44.7%  

Total

          3,801        3,772        +0.8%                   266        4,067        3,772        +7.8%  
                                                                            
                            
         

Reported PfO (£m)

Margin (%)

 

 

    

Adjusted PfO (£m)

Adjusted operating margin (%)

 

 

          2021        2020        Change          Adj        FX        2021 cc        2020        Change  

Profit from Operations (PfO)

          1,496        1,553        -3.7%          94        98        1,688        1,618        +4.3%  

Operating Margin

                      39.3%        41.2%        -190 bps                            +41.5%        +42.9%        -140 bps  

Use of the term “cc” refers to the variance between the 2021 adjusted performance, at 2020 exchange rates, against the adjusted 2020 performance.

 

·  

Revenue more than doubled in New Categories, led by Vuse.

 

·  

Vuse consolidated value share leadership in key Canadian vapour market.

 

·  

Strong cigarette pricing, partially offset by negative mix as volumes recovered from COVID-19 impacts in 2020.

Regional Revenue and Profit from operations

Reported revenue was marginally higher (up 0.8%), as 7.8% constant currency growth was offset by translational foreign exchange headwinds caused by the relative strength of sterling against a number of currencies, particularly the Brazilian real, Argentine peso, Nigerian naira and Kenyan shilling. On a constant currency basis, revenue growth was driven by combustibles pricing and a doubling of Vapour revenue.

Reported profit from operations declined 3.7% to £1,496 million, partly due to a charge of £54 million recognised in Peru in respect of goodwill (a non-cash adjusting item) due to the ongoing difficult trading conditions in that market and the translational foreign exchange headwind described earlier. Excluding adjusting items in both periods (which mainly related to Quantum and, in 2021, Peru goodwill), adjusted profit from operations increased 4.3% on a constant currency basis, as the growth in revenue was partially offset by transactional foreign exchange headwinds and increased incremental investment in New Categories.

New Categories

In vapour, revenue doubled, up 115%, as Vuse consolidated its value share leadership in Canada, with 34.3 ppts share growth compared to 2020, reaching 80.4% in 2021, driven by the success of Vuse ePod and launch of the upgraded 2.0 version. In South Africa, vapour revenue recovered from the prior year sales suspension, alongside cigarettes, as part of the country’s COVID-19 response, with volume almost tripling versus 2020, supported by the completion of the brand migration of Twisp to Vuse.

In Kenya, the government has reversed its sales ban and the government has reduced the rate of excise tax on Modern Oral from 106% of factory-made cigarettes to 17%.

Combustibles

The Group’s combustible share declined 70 bps on a volume and 70 bps on a value basis driven by Canada, South Africa, Mexico, and Brazil. Combustibles revenue fell 2.8% largely due to a negative translational foreign exchange impact. Revenue grew 4.1% at constant rates of exchange driven by strong combustibles pricing, with RGM driving value in key markets including Canada and South Africa. Negative mix driven by some limited downtrading partially offset pricing increases, as volume continued to recover from the impacts of COVID-19 in 2020 in a number of markets including Colombia and South Africa, with the latter still recovering from the illicit trade increases in 2020. In Brazil, COVID-19 related lockdowns and increased border security led to growth in the duty paid industry, with some growth in consumption at the lower end of the market.

 

12


REGIONAL REVIEW

EUROPE AND NORTH AFRICA (ENA):

 

    

Volume (unit)

   

Revenue (£m)

         
          

Reported

           

At constant rates

 
   For year ended 31 December    2021      Change      2021      2020      Change               FX      2021 cc      2020      Change  
     Unit      %      £m      £m      %               £m      £m      £m      %  

New Categories

                      814        469        +73.6%                   31        845        469        +80.3%  
   

Vapour (10ml units / pods mn)

     173        +29.8%         207        148        +40.2%             5        212        148        +43.8%  
   

THP (sticks bn)

     9.8        +195%       341        136        +150%             23        364        136        +167%  
   

Modern Oral (pouches mn)

     2,440        +46.4%       266        185        +43.9%                   3        269        185        +45.6%  

Traditional Oral (stick eq bn)

     0.9        +6.1%       41        34        +18.2%                   (1)        40        34        +18.1%  

Total Non-Combustibles

          855        503        +69.8%             30        885        503        +76.1%  

Total Combustibles (sticks bn)

     229        -3.1%       5,024        5,356        -6.2%             390        5,414        5,356        +1.1%  

Other

          122        135        -8.9%                   8        130        135        -4.9%  

Total

          6,001        5,994        +0.1%                   428        6,429        5,994        +7.3%  
                                                                            
                            
         

Reported PfO (£m)

Margin (%)

 

 

    

Adjusted PfO (£m)

Adjusted operating margin (%)

 

 

          2021        2020        Change          Adj        FX        2021 cc        2020        Change  

Profit from Operations (PfO)

          1,885        1,962        -3.9%          71        132        2,088        2,110        -1.0%  

Operating Margin

                      31.4%        32.7%        -130 bps                            32.5%        35.2%        -270 bps  

Use of the term “cc” refers to the variance between the 2021 adjusted performance, at 2020 exchange rates, against the adjusted 2020 performance.

 

·  

80% New Categories revenue growth at constant exchange, with over 40% growth in all three New Categories.

 

·  

Strong vapour revenue growth ahead of volume growth, extending our value share leadership.

 

·  

glo Hyper driving a more than doubling of THP revenue; Hyper now launched in 18 markets.

 

·  

Combustibles volume share down by 30 bps, and value share down by 20 bps.

Regional Revenue and Profit from operations

Reported revenue was marginally higher than 2020 (up 0.1%) at current rates, as 80% New Categories revenue growth and combustible pricing were offset by translational foreign exchange headwinds. On a constant currency basis, revenue was up by 7.3%.

Reported profit from operations decreased by 3.9% as the strong New Category revenue growth, in combination with tight control of overheads and Quantum cost savings, were more than offset by incremental investment in New Categories and foreign exchange headwinds. Adjusted profit from operations was down 1.0% at constant rates of exchange.

New Categories

Vapour revenue increased by 40%, ahead of strong volume growth of 30%, driven by vapour market growth and consumables pricing, with Vuse extending its value share leadership in all key markets. In the UK and France, trade margin optimisation, together with growth ahead of incremental marketing investment led to a reduced drag on regional profit from operations. The Vype brand was successfully migrated to Vuse during the year, completing the transitions of our major markets.

THP volumes almost tripled, with revenue more than doubling, driven by the continued strong momentum and roll out of glo Hyper, which has now been launched in 18 markets in the region. glo continued to grow volume share in key THP markets across ENA, with glo’s 2021 share of THP reaching 19.3% in Russia (up 1,070 bps on 2020), 12.8% in Italy (up 870 bps on 2020), 20.9% in Ukraine (up 990 bps on 2020) and 22.1% in Romania (up 530 bps on 2020). Building on its successful launch in H2 2020, glo’s THP category volume share is now around or over 20% in most key markets.

In Modern Oral, revenue grew 44%, driven by 46% volume growth, with volume share gains in both the Modern Oral and Total Oral categories in established markets such as Sweden, Norway, Denmark and Switzerland. In Germany, sales of Modern Oral were suspended during the year, pending engagement with authorities regarding the classification of tobacco-free nicotine pouches.

Combustibles

Combustibles revenue fell 6.2% at current rates but grew 1.1% excluding the impact of foreign exchange, as the combustible volume decline of 3.1% was more than offset by price/mix growth. Volume share was down 30 bps (versus 2020), with value share down by 20 bps. Volume share was up in Turkey, Germany and the Czech Republic, but was more than offset by reductions in Russia, Poland, France, Italy, Spain, Romania, the UK, Ukraine and Denmark.

 

13


OTHER FINANCIAL INFORMATION

ANALYSIS OF PROFIT FROM OPERATIONS AND DILUTED EARNINGS PER SHARE BY SEGMENT

 

     2021     2020  
    For six months ended 30 June    Reported     Adj
        Items1
            Adjusted             Exchange             Adjusted
at CC2
            Reported     Adj
        Items
1
            Adjusted  
     £m     £m     £m     £m     £m     £m     £m     £m  

Profit from Operations

                    
               

U.S.

     5,566     321     5,887     456     6,343     4,975     809     5,784
               

APME

     1,287     430     1,717     116     1,833     1,472     381     1,853
               

AMSSA

     1,496     94     1,590     98     1,688     1,553     65     1,618
               

ENA

     1,885     71     1,956     132     2,088     1,962     148     2,110
               

Total Region

     10,234     916     11,150     802     11,952     9,962     1,403     11,365
               

Net finance costs

     (1,486     55     (1,431     (89     (1,520     (1,745     153     (1,592
               

Associates and joint ventures

     415     12     427     29     456     455     (13     442
               

Profit before tax

     9,163     983     10,146     742     10,888     8,672     1,543     10,215
               

Taxation

     (2,189     (210     (2,399     (164     (2,563     (2,108     (322     (2,430
               

Non-controlling interests

     (173     (6     (179     (14     (193     (164     (8     (172
               

Coupons relating to hybrid bonds net of tax

     (12     -     (12     -     (12     -     -       -
               

Profit attributable to shareholders

     6,789     767     7,556     564     8,120     6,400     1,213     7,613
               

Diluted number of shares (m)

     2,297             2,297             2,297     2,295             2,295
               

Diluted earnings per share (pence)

     295.6       329.0       353.5     278.9       331.7

Notes to the analysis of profit from operations above:

(1)

Adjusting items represent certain items which the Group considers distinctive based upon their size, nature or incidence.

(2)

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.

NET FINANCE COSTS

Net finance costs were £1,486 million, compared to £1,745 million in 2020. This was a decrease of 14.8%, largely due to:

 

  ·  

charges incurred in 2020 in relation to the redemptions and tender offer to repurchase certain bonds undertaken to de-risk the Group’s future financing programme, which did not repeat in 2021; and

 

  ·  

a translational foreign exchange tailwind due to the strength of sterling.

Also in 2021, the Group issued perpetual hybrid bonds totalling 2 billion, recognised, in line with IAS 32 Financial Instruments, as equity. The coupons paid on such instruments are recognised in equity rather than as a charge to the income statement in net finance costs. In 2021, in line with IAS 33 Earnings Per Share, £12 million has been recognised as a deduction to EPS similar to non-controlling interests.

On a constant currency basis, and after adjusting for items including the charges in relation to the redemptions and tender offer (incurred in 2020) and finance costs related to the Franked Investment Income Group Litigation Order (FII GLO, as described on page 40), adjusted net finance costs were £1,520 million, a decrease of 4.5% (2020: £1,592 million). For a full reconciliation of net finance costs to adjusted net finance costs at constant rates, see page 48.

RESULTS OF ASSOCIATES AND JOINT VENTURES

The Group’s share of post-tax results of associates and joint ventures decreased from £455 million to £415 million which largely relates to the performance of the Group’s main associate, ITC Ltd (ITC) in India. The Group’s share of ITC’s post-tax results was 4.8% lower at £419 million (2020: £440 million), primarily due to the ongoing difficult trading environment and impact of COVID-19 which continued to negatively impact ITC through unprecedented business disruption, with the results also impacted by a translational foreign exchange headwind.

Included above are adjusting costs of £12 million (2020: net adjusting gain of £13 million). These mainly related to:

 

  ·  

a deemed gain of £6 million (2020: £17 million) on dilution of the Group’s holding in ITC (see page 33); offset by

 

  ·  

an impairment of £18 million recognised in 2021 in respect of one of the Group’s associates in Yemen, given the ongoing operational challenges in that country; and

 

  ·  

£4 million recognised in 2020, being the Group’s share of charges recognised by ITC in respect of the cost of leaf tobacco stocks destroyed in a third-party warehouse fire.

Excluding these and the impact of translational foreign exchange, on an adjusted constant rate basis, the Group’s share of post-tax results from associates and joint ventures was higher than 2020, up 3.3% to £456 million. Please refer to page 33 for discussion of the adjusting items within the Group’s share of post-tax results from associates and joint ventures.

 

14


OTHER FINANCIAL INFORMATION

TAXATION

The tax rate in the income statement was a charge of 23.9% (2020: 24.3%). The Group’s tax rate is affected by the impact of the adjusting items referred to on pages 30 to 33 and by the inclusion of the share of associates and joint ventures post-tax profit in the Group’s pre-tax results.

Excluding these, the Group’s underlying tax rate for subsidiaries reflected in the adjusted earnings per share on page 36 was 24.7% in 2021 (2020: 24.9%). The decrease largely reflects the prior and current year tax reclaims in Brazil together with mix of profits. A full reconciliation from taxation on ordinary activities to the underlying tax rate is provided on page 49.

EARNINGS PER SHARE

Basic earnings per share were up 6.0% at 296.9p (2020: 280.0p) as the growth in operational performance, a lower effective tax rate and lower net finance costs, combined with lower one-off charges more than offset the impact of translational foreign exchange headwinds.

Before adjusting items and including the dilutive effect of employee share schemes, adjusted diluted earnings per share declined 0.8% to 329.0p (2020: 331.7p). On a constant translational foreign exchange basis, adjusted diluted earnings per share were 6.6% higher at 353.5p. For a full reconciliation of diluted earnings per share to adjusted diluted earnings per share, at constant rates, see page 49.

CASH FLOW

 

     For year ended 31 December  
     2021        2020        Change  
     £m        £m        %  

Net cash generated from operating activities

     9,717        9,786        -0.7%  
     As at 31 December  
     2021        2020        Change  
     £m        £m        %  

Borrowings (including lease liabilities)

     39,658        43,968        -9.8%  

In the Group’s cash flow, prepared in accordance with IFRS and presented on page 28, net cash generated from operating activities declined by 0.7% to £9,717 million (2020: £9,786 million) primarily driven by timing of MSA payments in the U.S. and higher tax payments (mainly in Canada and the U.S.) and a translational foreign exchange headwind. These were largely offset by a favourable movement in inventories as stock builds in Australia in 2020 did not repeat. In 2021, the Group paid £248 million related to litigation payments (2020: £464 million) which included, in both 2021 and 2020, payments in respect of Engle and the developments in cases regarding payment obligations under the state settlement agreements with Florida, Texas, Mississippi and Minnesota for brands previously sold to a third party. Also included in the litigation payments in 2020 was the payment in respect of a settlement of an excise dispute in Russia with regard to prior periods.

 

15


OTHER FINANCIAL INFORMATION

BORROWINGS AND NET DEBT

Borrowings (which includes lease liabilities) were £39,658 million at 31 December 2021, a decrease of 9.8% (31 December 2020: £43,968 million) largely due to the refinancing undertaken in 2021 (with the 2 billion perpetual hybrid bonds issued in the year recognised as equity), repayment of borrowings in the year (partly due to the cash flow generated by the business after the payment of dividends to shareholders in the period) and a foreign exchange tailwind due to the relative movements of sterling, mainly against the U.S. dollar.

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

The Group’s average centrally managed debt maturity was 10.1 years at 31 December 2021 (31 December 2020: 9.9 years), and the highest proportion of centrally managed debt maturing in a single rolling 12-month period was 18.6% (2020: 16.4%).

The Group defines net debt as borrowings (including related derivatives and lease liabilities), less cash and cash equivalents (including restricted cash) and current investments held at fair value. Closing net debt was £36,302 million (31 December 2020: £40,241 million). A reconciliation of borrowings to net debt is provided below.

 

 
     As at 31 December  
 
     2021                    2020                    Change  
     £m        £m        %  

Borrowings (including lease liabilities)

     (39,658)        (43,968)        -9.8%  

Derivatives in respect of net debt

     91        346      -73.7%  

Cash and cash equivalents

     2,809        3,139      -10.5%  

Current investments held at fair value

     456        242      +88.4%  

Net debt

     (36,302)        (40,241)        -9.8%  

Maturity profile of net debt:

        

Net debt due within one year

     (792)        (635)        +24.7%  

Net debt due beyond one year

     (35,510)        (39,606)        -10.3%  

Net debt

         (36,302)        (40,241)        -9.8%   

Also impacting the carrying value of net debt at the balance sheet date are the net proceeds received from the issuance of the perpetual hybrid bonds (£1,681 million) and cash payments related to share schemes and investing activities totalling £150 million (31 December 2020: £210 million), which, in 2021, included the derecognition of cash held in respect of the sale of the Group’s operations in Iran in 2021 (£98 million). Also in 2021, net debt was impacted by other non-cash movements of £11 million and foreign exchange related to the revaluation of foreign currency denominated net debt balances being a net headwind of £124 million (31 December 2020: £69 million tailwind). 2020 also included net debt acquired (£95 million) in respect of the acquisition of a distribution company in the Middle East.

 

16


OTHER FINANCIAL INFORMATION

DIVIDENDS

The Board has declared an interim dividend of 217.8p per ordinary share of 25p for the year ended 31 December 2021, payable in four equal quarterly instalments of 54.45p per ordinary share in May 2022, August 2022, November 2022 and February 2023. This represents an increase of 1.0% on 2020 (2020: 215.6p per share), and a pay-out ratio, on 2021 adjusted diluted earnings per share, of 66.2%.

The quarterly dividends will be paid to shareholders registered on either the UK main register or the South Africa branch register and to holders of American Depositary Shares (ADSs), each on the applicable record date below

 

Event (2022 unless stated)

  

Payment No. 1    

  

Payment No. 2    

  

Payment No. 3    

  

Payment No. 4

Record date (JSE, LSE and NYSE)

   25 March    8 July    30 September    23 December

Payment date (LSE and JSE)

   4 May    17 August    10 November    2 February 2023

ADS payment date (NYSE)

   9 May    22 August    15 November    6 February 2023          

 

17


OTHER INFORMATION

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   
       
     2021                   2020              2021                   2020   
       

Australian dollar

     1.832        1.862           1.863        1.771  
       

Brazilian real

     7.421        6.616           7.544        7.100  
       

Canadian dollar

     1.724        1.720           1.711        1.741  
       

Euro

     1.164        1.125           1.191        1.117  
       

Indian rupee

     101.702        95.097           100.684        99.880  
       

Japanese yen

     151.124        137.017           155.972        141.131  
       

Russian rouble

     101.388        92.844           101.592        101.106  
       

South African rand

     20.335        21.099           21.617        20.079  
       

U.S. dollar

     1.376        1.284           1.354        1.367  

RISKS AND UNCERTAINTIES

During the year, the Board 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 Board reviewed all the risks, both individually and collectively, as they relate to the impact of COVID-19 on the performance of the Group.

The COVID-19 pandemic may have a lasting impact on operations, suppliers, customers and our people. The governments of the countries in which we operate and sell our products will adjust as they tackle the socio-economic impact of the pandemic. This could lead to increased risk of regulation, affect the ability to realise revenue growth due to consumer down-trading, excise increases or higher illicit trade, while also potentially impacting the supply chain, financial markets and customer credit risk. The impact of these risks is difficult to ascertain and is potentially unforeseen during this period of uncertainty. As new working practices are implemented to reflect the current operating environment and associated risks are incorporated into existing Group risks (including principal risks noted below), the Group does not maintain COVID-19 as a separate principal risk.

All Group risks are managed individually and collectively by management and overseen by the Board. In 2021, the Board assessed that it was appropriate to remove the Group principal risk “market size reduction and consumer down trading” due to the Group’s strategy to deliver long-term sustainable growth with a range of innovation and less harmful products that stimulate senses of new adult generations. The Group’s principal risks remain broadly unaltered compared to 2020 with the exception of the above risk.

The principal risks facing the Group are summarised under the headings of:

 

  ·  

Competition from illicit trade;

  ·  

Geopolitical tensions;

  ·  

Tobacco, New Categories and other regulation interrupts the growth strategy;

  ·  

Litigation;

  ·  

Significant increases or structural changes in tobacco, nicotine and New Categories related taxes;

  ·  

Inability to develop, commercialise and deliver the New Categories strategy;

  ·  

Injury, illness or death in the workplace.

  ·  

Disputed taxes, interest and penalties;

  ·  

Solvency and liquidity; and

  ·  

Foreign exchange rate exposures.

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 2021.

 

18


OTHER INFORMATION

MANAGING THROUGH COVID-19

The Group continues to perform well despite the operational challenges posed by the COVID-19 pandemic, while recognising that GTR continues to be affected by the ongoing travel restrictions in certain parts of the world. Our Board has continued to maintain close oversight of the Group’s response to the impact of COVID-19 throughout this period.

Our robust contingency plans and organisational flexibility have ensured that, where operations have been affected by local lockdowns, the supply chain disruption to our ongoing business has largely been mitigated. We have embraced remote working where appropriate and would like to thank our staff around the world for the resilience and agility they have demonstrated. That such progress towards building A Better TomorrowTM has been made during such a challenging period is testimony to the resilience of our staff, customers, partners and suppliers.

We are committed to supporting all our stakeholders throughout the COVID-19 pandemic. In December 2020, an initial New Drug Application for our COVID-19 candidate vaccine was approved by the U.S. Food and Drug Administration (FDA) and we progressed into a Phase 1 study. This study has now been fully recruited and remains ongoing. We expect data to be available during the first half of 2022 and will determine next steps based on these data, but also the rapidly evolving COVID-19 and treatment landscape.

UPDATE ON INVESTIGATIONS INTO MISCONDUCT ALLEGATIONS

From time to time, the Group investigates, and becomes aware of governmental authorities’ investigations into, allegations of misconduct against Group companies. The Group co-operates with the authorities’ investigations, where appropriate, including with the DOJ and OFAC in the United States, which are conducting an investigation into suspicions of breach of sanctions.

Potential fines, penalties or other consequences cannot currently be assessed. As the investigations are ongoing, it is not possible to identify the timescale in which these matters might be resolved.

UPDATE ON QUEBEC CLASS ACTION AND CCAA

On 1 March 2019, the Quebec Court of Appeal handed down a judgment which largely upheld and endorsed the lower court’s previous decision in the two Quebec class actions. Imperial Tobacco Canada Ltd’s (ITCAN) share of the judgment is approximately CAD$9.2 billion (£5.4 billion). Also in 2015, the Quebec Court of Appeal upheld the Order for Security, of which ITCAN’s share was CAD$758 million (£436 million), which has been paid in full to the Court escrow account as required by the judgment. Following the decision of the Quebec Court of Appeal in Montreal, the Board of Directors of ITCAN reassessed the recoverability of the deposit and the Group recognised a charge against the income statement of £436 million in 2019. As a consequence, in the Group’s consolidated balance sheet the deposit has been utilised against the current estimate of the liability.

Further, on 12 March 2019, ITCAN obtained an Initial Order from the Ontario Superior Court of Justice granting it protection under the Companies’ Creditors Arrangement Act (CCAA). This has the effect of staying all current tobacco litigation in Canada against ITCAN and other Group companies (the “Stays”). The Stays are currently in place until 31 March 2022. While the Stays are in place, no steps are to be taken in connection with the Canadian tobacco litigation with respect to ITCAN, certain of its subsidiaries or any other Group company.

In addition to Quebec, across Canada, other tobacco plaintiffs and provincial governments are collectively seeking significant damages which substantially exceed ITCAN’s total assets. In seeking protection under the CCAA, ITCAN will look to resolve not only the Quebec case but also all other tobacco litigation in Canada under an efficient and court supervised process, while continuing to trade in the normal course.

Under the terms of CCAA, the court appointed FTI Consulting Canada Inc. to act as a monitor. This monitor has no operational input and is not involved in the management of the business. The Group considers that ITCAN continues to meet the requirements of IFRS 10 Consolidated Financial Statements, and, until such requirements are not met, the Group will continue to consolidate the results of ITCAN. The £2.3 billion of goodwill relating to ITCAN on the Group’s balance sheet at 31 December 2021 will continue to be reviewed on a regular basis. Any potential future impairment charge would result in a non-cash charge to the income statement that would be treated as an adjusting item.

Please refer to “Contingent Liabilities and Financial Commitments” below (page 38) and the Group’s Annual Report and Accounts and Form 20-F for the year ended 31 December 2020, note 27 Contingent Liabilities and Financial Commitments for a full discussion of the case.

BANGLADESH

In Bangladesh, on 25 July 2018, the Appellate Division of the Supreme Court of Bangladesh reversed the decision of the High Court against BAT Bangladesh in respect of the retrospective demands for VAT and Supplementary Duty amounting to approximately £154 million. On 3 February 2020, the certified Court Order was received. The Government filed a Review Petition on 25 March 2020 in the Appellate Division of the Supreme Court of Bangladesh against the judgment. On 9 December 2021, the review petitions were heard and the Appellate Division of the Supreme Court of Bangladesh dismissed the review petitions filed by the National Board of Revenue (NBR) which resulted in BATB winning the cases against the NBR.

 

19


OTHER INFORMATION

CHANGES IN THE GROUP

 

  1.

ORGANIGRAM

As previously reported, on 11 March 2021, the Group announced a strategic collaboration agreement with Organigram Inc., a wholly owned subsidiary of publicly traded Organigram Holdings Inc. (collectively, Organigram). Under the terms of the transaction, a Group subsidiary acquired a 19.9% equity stake in Organigram Holdings Inc. (listed on both the Nasdaq and Toronto Stock Exchange under the symbol “OGI”) to become its largest shareholder, with the ability to appoint two directors to Organigram Holdings Inc.’s board of directors and representation on its investment committee. The Group accounts for the investment as an associate.

The investment, valued at approximately £129 million, was priced at CAD$3.79 per share which was based on the five-day volume weighted average price of Organigram Holdings Inc.’s shares on the Toronto Stock Exchange ended 9 March 2021 and represents a discount to the closing price of CAD$3.94 on 9 March 2021. The Group’s share of the fair value of net assets acquired included £49 million of intangibles, and £30 million of goodwill, representing a strategic premium to enter the legal cannabis market in North America which was provisionally recognised as part of the acquisition.

The Group’s investment provides a significant injection of capital for Organigram that will enable it to expand and accelerate its R&D and product development activities, and support business expansion.

A “Centre of Excellence” will be established to focus on developing the next generation of cannabis products with an initial focus on cannabidiol (CBD). The Centre of Excellence will be located at Organigram’s indoor facility in New Brunswick, Canada, which holds the Health Canada licenses required to conduct R&D activities with cannabis products. Both BAT and Organigram will contribute scientists, researchers and product developers to the Centre of Excellence which will be governed and supervised by a steering committee consisting of an equal number of senior members from each of BAT and Organigram. Both partners share a commitment to continue to maintain the highest regulatory and ethical standards. Furthermore, as part of the transaction, BAT and Organigram will grant each other a licence to certain intellectual property to enable the development of new and potentially disruptive, novel products. Both parties will have the ability to independently commercialise any products developed as a result of the collaboration under their own brands.

During 2021, Organigram acquired all of the issued and outstanding shares of The Edibles & Infusions Corporation (EIC) for an initial consideration of CAD$22 million, payable in shares. Organigram also acquired all of the issued and outstanding shares of Laurentian Organic Inc. (Laurentian) for an initial consideration of CAD$36 million, payable in cash and shares. The impact on the Group’s stake in Organigram was not material. As a result of these transactions, the Group’s shareholding was reduced to 18.8%. Potential additional shares are payable on both transactions upon the acquired businesses achieving certain earnout milestones. The transactions and results of these changes are immaterial to the Group and organic measures, excluding the results of these acquisitions, are not presented.

 

  2.

B.A.T. Pars Company - IRAN

On 25 June 2021, the Group agreed to dispose of its Iranian subsidiary, B.A.T. Pars Company PJSC (BAT Pars) to DTM ME FZE LLC. The transaction was completed on 6 August 2021. Consideration is subject to the completion accounts process, with payment deferred until September 2022.

The Group results include those from BAT Pars until 6 August 2021. The Group incurred charges in respect of the disposal of £358 million, which has been recognised as a non-cash, adjusting item. This relates to foreign exchange previously recognised in reserves (£272 million) that has been reclassified, in line with IFRS, to the income statement and £86 million of other costs which mainly relates to the write-off of assets on disposal. Excluding these items, the impact of the sale on the Group’s operations was not material and no inorganic adjustment has been presented.

 

  3.

PT Bentoel Internasional Investama Tbk (Bentoel)

On 5 October 2021, Bentoel announced its intention to delist from the Indonesia Stock Exchange and go private by conducting a Voluntary Tender Offer (VTO). As part of this, in two phases in November and December 2021, the Group acquired an additional 0.2% of shares in Bentoel from independent shareholders at a cost of £4 million and terminated the total return swap.

CHANGES TO THE MAIN BOARD

As previously announced, Luc Jobin succeeded Richard Burrows as Chairman of British American Tobacco p.l.c.. This was with effect from the conclusion of the Company’s Annual General Meeting (AGM) on 28 April 2021. Also as previously announced in 2021, Jerry Fowden resigned from the Board as a Non-Executive Director with effect from 1 April 2021.

Krishnan “Kandy” Anand will join the Board as an independent Non-Executive Director and member of Nominations and Remuneration Committees with effect from 14 February 2022. Dr Marion Helmes will step down as a Non-Executive Director with effect from the conclusion of the 2022 AGM and will not stand for re-election at the 2022 AGM.

 

20


OTHER INFORMATION

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 on the Accounts, all of which will be included in the 2021 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 12 months from the date of approval of this condensed consolidated financial information. 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 through the ongoing uncertainty and risks associated with COVID-19 and its impact on the current financial conditions and the general outlook in the global economy.

After reviewing the Group’s forecast financial performance and financing arrangements, the Directors consider that the Group has adequate resources to continue operating for at least 12 months from the date of approval of this preliminary announcement and that it is therefore appropriate to continue to adopt the going concern basis in preparing the Annual Report and Form 20-F.

EXTERNAL RECOGNITION IN RESPECT OF SUSTAINABILITY

The Group continues to be recognised for its ESG performance, building on the numerous ESG-related awards BAT has won in the past:

Year           Award/rating    Environmental      Social      Governance  
2021   Refinitiv: BAT ranked as the third highest ESG-rated FTSE 100 company         
    Dow Jones Sustainability Indices (DJSI): World Index & Industry leader         
    S&P Global’s Sustainability Yearbook 2021: highest “Gold Class” distinction         
    MSCI: BBB rating         
    Vigeo Eiris: 48% score         
    Sustainalytics: 26.8 score         
    Corporate Register Reporting Awards 2021: second runner up for Best 2019 ESG Report         
    CDP: Climate A- and Water A-             
    Financial Times Europe Climate Leader Ranking 2021             
    Financial Times Diversity Leader Ranking 2021             
    Gartner Supply Chain 2021 Award: Top 20 ranking             
    Institutional Shareholder Services’ (ISS) Social Disclosures Quality Score: highest rating for best-in-class sustainability disclosure practices             
    Global Top Employer 2021             
    Undergraduate Employability Awards: top Medium-sized Undergraduate Scheme (UK)             
    Corporate Equality Index 2021: our businesses in the U.S. and Mexico were ranked among the best places to work for LGBTQ equality             
    UK National Equality Standard accreditation             
    Global Equality Standard accreditation             
    SEAL Sustainable Product Award for Vuse             
2020   DJSI: World Index & Industry leader         
    Workforce Disclosure Initiative (WDI): ranked in the top 10% of responding companies           
    WDI Workforce Transparency Awards: special mentions in the ‘COVID-19 transparency’ and ‘Workforce action’ categories           
    CRRA 2020: Winner in the ‘Openness and Honesty’ category for our 2018 ESG Report         
    Disability Confident Committed employer under the UK Government’s accreditation scheme             
    MSCI: BBB rating         
    Vigeo Eiris: 47% score         
    Sustainalytics: 27.8 score         
    CDP: Climate A and Water A-             
    S&P Global Sustainability Yearbook Award: highest “Gold Class” distinction         
    Sustainability, Environmental Achievement and Leadership (SEAL) Awards: top 50 companies         
    Global Top Employer             
    Financial Times Diversity Leader Ranking 2020             
    Gartner Supply Chain Award: top 25 ranking             
    Corporate Equality Index 2021: our businesses in the U.S. and Mexico were ranked among the best places to work for LGBTQ equality             
    Undergraduate Employability Awards: top Medium-sized Undergraduate Scheme (UK)             
    Product of the Year: Vype ePod best e-cigarette             
    dotCOMM Awards: Platinum award for our Women in Science video             
2019   DJSI: World Index & Industry leader         
    RobecoSAM Sustainability Award: Gold Class         
    MSCI: BBB rating         
    Vigeo Eiris: 42% score         
    CDP: Climate A and Water B             
    Global Child Forum benchmark: leader status             
    Global Top Employer             
    Workforce Disclosure Initiative (WDI): industry leader             
    International Women’s Day: best practice winner             
    Product of the Year: Vype ePod best e-cigarette             

A rating and award may be subject to withdrawal or revision at any time. Each rating and award should be evaluated separately of any other rating or award. The methodologies of any rating or award presented here may not be the same as those of other ratings, awards or methodologies that may be used by our stakeholders, and may emphasize different aspects of ESG practices and performance, and, thus, may not be representative of our ESG performance in all respects.

 

21


OTHER INFORMATION

ENQUIRIES

 

INVESTOR RELATIONS:

  

PRESS OFFICE:

  

Mike Nightingale

Victoria Buxton

William Houston

John Harney

  

+44 (0)20 7845 1180

+44 (0)20 7845 2012

+44 (0)20 7845 1138

+44 (0)20 7845 1263

   Press Office    +44 (0)20 7845 2888

 

22


FINANCIAL STATEMENTS

GROUP INCOME STATEMENT

 

 For the years ended 31 December   

 

            2021

           

 

        2020

 
    

 

 

£m

          

 

 

£m

 

Revenue 1

     25,684          25,776

Raw materials and consumables used

     (4,542        (4,583

Changes in inventories of finished goods and work in progress

     160          445

Employee benefit costs

     (2,717        (2,744

Depreciation, amortisation and impairment costs

     (1,076        (1,450

Other operating income

     196          188

Loss on reclassification from amortised cost to fair value

     (3        (3

Other operating expenses

     (7,468        (7,667

Profit from operations

     10,234          9,962

Net finance costs

     (1,486              (1,745
   

Finance income

     35          50
   

Finance costs

     (1,521              (1,795

Share of post-tax results of associates and joint ventures

     415          455

Profit before taxation

     9,163          8,672

Taxation on ordinary activities

     (2,189        (2,108

Profit for the year

     6,974          6,564

Attributable to:

       

Owners of the parent

     6,801          6,400

Non-controlling interests

     173          164
     6,974          6,564

Earnings per share

       

Basic

     296.9p          280.0p  

Diluted

     295.6p          278.9p  

All of the activities during both years are in respect of continuing operations.

The accompanying notes on pages 29 to 41 form an integral part of this condensed consolidated financial information.

1 Revenue is net of duty, excise and other taxes of £38,595 million and £39,172 million for the years ended 31 December 2021 and 31 December 2020, respectively.

 

23


FINANCIAL STATEMENTS

GROUP STATEMENT OF COMPREHENSIVE INCOME

 

 For the years ended 31 December   

 

            2021

          

 

        2020

 
    

 

£m

          

 

£m

 

Profit for the year (page 23)

     6,974                6,564

Other comprehensive income/(expense)

      

Items that may be reclassified subsequently to profit or loss:

     509       (2,997
     

Foreign currency translation and hedges of net investments in foreign operations

        
     

– differences on exchange from translation of foreign operations

     32       (2,597
     

– reclassified and reported in profit for the year

     291       -
     

– net investment hedges - net fair value gains/(losses) on derivatives

     75       (16
     

– net investment hedges - differences on exchange on borrowings

     24       (163
     

Cash flow hedges

        
     

– net fair value gains/(losses)

     95       (257
     

– reclassified and reported in profit for the year

     32       90
     

– tax on net fair value (gains)/losses in respect of cash flow hedges

     (32       44
     

Investments held at fair value - net fair value gains

     9       -
     

Associates – share of OCI, net of tax

     (17       (98

Items that will not be reclassified subsequently to profit or loss:

     313       55
     

Retirement benefit schemes

        
     

– net actuarial gains

     382       105
     

– surplus recognition

     (1       10
     

– tax on actuarial (gains)/losses in respect of subsidiaries

     (82       (26
     

Associates – share of OCI, net of tax

     14       (34

Total other comprehensive income/(expense) for the year, net of tax

     822       (2,942

Total comprehensive income for the year, net of tax

     7,796       3,622

Attributable to:

      

Owners of the parent

     7,622       3,474

Non-controlling interests

     174       148
     7,796       3,622

The accompanying notes on pages 29 to 41 form an integral part of this condensed consolidated financial information.

 

24


            FINANCIAL STATEMENTS

              GROUP STATEMENT OF CHANGES IN EQUITY

 

     2021    Attributable to owners of the parent                     
    

Share

capital

     Share premium,
capital redemption
and merger
reserves
    

Other

reserves

   

Retained

earnings

   

Total
attributable

to owners

of parent

   

Perpetual

hybrid

bonds

    

Non-

controlling

interests

    Total
equity
 
     £m      £m      £m     £m     £m     £m      £m     £m  

    Balance at 1 January 2021

     614      26,618      (6,600     42,041     62,673     -        282     62,955

    Total comprehensive income for the year comprising: (page 24)

     -      -        523     7,099     7,622     -        174     7,796
   
Profit for the year (page 23)      -        -        -       6,801     6,801     -        173     6,974
Other comprehensive income for the year (page 24)      -        -        523     298     821     -        1     822

    Other changes in equity

                   

    Cash flow hedges reclassified and reported in total assets

     -        -        45     -       45     -        -       45

    Employee share options

                   

    – value of employee services

     -        -        -       76     76     -        -       76

    – treasury shares used for share option schemes

     -        4      -       (4     -       -        -       -  

    Dividends and other appropriations

                   

    – ordinary shares

     -        -        -       (4,904     (4,904     -        -       (4,904

    – to non-controlling interests

     -        -        -       -       -       -        (162     (162

    Purchase of own shares

                   

    – held in employee share ownership trusts

     -        -        -       (82     (82     -        -       (82

    Perpetual hybrid bonds

                   

    – proceeds, net of issuance fees

     -        -        -       -       -       1,681      -       1,681

    – tax on issuance fees

     -        -        -       -       -       4      -       4

    – coupons paid

     -        -        -       (6     (6     -        -       (6

    – tax on coupons paid

     -        -        -       1     1     -        -       1

    Non-controlling interests - acquisitions

     -        -        -       (5     (5     -        -       (5

    Other movements non-controlling interests

     -        -        -       -       -       -        6     6

    Other movements

     -        -        -       (4     (4     -        -       (4

    Balance at 31 December 2021

     614      26,622      (6,032     44,212     65,416     1,685      300     67,401
     2020    Attributable to owners of the parent                     
    

Share

capital

 

 

    


Share premium,
capital redemption
and merger
reserves
 
 
 
 
    

Other

reserves

 

 

   

Retained

earnings

 

 

   

Total
attributable

to owners

of parent

 
 

 

 

   

Perpetual

hybrid

bonds

 

 

 

    

Non-

controlling

interests

 

 

 

   
Total
equity
 
 
     £m      £m      £m     £m     £m     £m      £m     £m  

    Balance at 1 January 2020

     614      26,609      (3,555     40,234     63,902     -        258     64,160

    Total comprehensive (expense)/income for the year comprising: (page 24)

     -        -        (3,012     6,486     3,474     -        148     3,622
   
Profit for the year (page 23)      -        -        -       6,400     6,400     -        164     6,564
Other comprehensive (expense)/income for the year (page 24)      -        -        (3,012     86     (2,926     -        (16     (2,942

    Other changes in equity

                   

    Cash flow hedges reclassified and reported in total assets

     -        -        (33     -       (33     -        -       (33

    Employee share options

                   

    – value of employee services

     -        -        -       88     88       -        -       88

    – proceeds from new shares issued

     -        2      -       -       2     -        -       2

    – treasury shares used for share option schemes

     -        7      -       (7     -       -        -       -  

    Dividends and other appropriations

                   

    – ordinary shares

     -        -        -       (4,747     (4,747     -        -       (4,747

    – to non-controlling interests

     -        -        -       -       -       -        (141     (141

    Purchase of own shares

                   

    – held in employee share ownership trusts

     -        -        -       (17     (17     -        -       (17

    Other movements non-controlling interests

     -        -        -       -       -       -        17     17

    Other movements

     -        -        -       4     4     -        -       4

    Balance at 31 December 2020

     614      26,618      (6,600     42,041     62,673     -        282     62,955
                                                                     

The accompanying notes on pages 29 to 41 form an integral part of this condensed consolidated financial information.

 

25


 FINANCIAL STATEMENTS

 GROUP BALANCE SHEET 

 

 As at 31 December    2021     2020 
     £m     £m 

Assets

     

Non-current assets

     

Intangible assets

     115,625        115,343  

Property, plant and equipment

     4,953      5,060

Investments in associates and joint ventures

     1,948      1,796

Retirement benefit assets

     918      714

Deferred tax assets

     611      534

Trade and other receivables

     210      242

Investments held at fair value

     50      22

Derivative financial instruments

     243      367
  

 

 

 

  

 

 

 

Total non-current assets

             124,558             124,078
  

 

 

 

  

 

 

 

Current assets

     

Inventories

     5,279      5,998

Income tax receivable

     117      79

Trade and other receivables

     3,951      3,721

Investments held at fair value

     456      242

Derivative financial instruments

     182      430

Cash and cash equivalents

     2,809      3,139
  

 

 

 

  

 

 

 

     12,794      13,609

Assets classified as held-for-sale

     13      3
  

 

 

 

  

 

 

 

Total current assets

     12,807      13,612
  

 

 

 

  

 

 

 

Total assets

     137,365      137,690  
  

 

 

 

  

 

 

 

The accompanying notes on pages 29 to 41 form an integral part of this condensed consolidated financial information.

 

26


 FINANCIAL STATEMENTS

 GROUP BALANCE SHEET – cont… 

 

 As at 31 December    2021      2020  
     £m      £m  

Equity – capital and reserves

     

Share capital

     614      614

Share premium, capital redemption and merger reserves

     26,622      26,618

Other reserves

     (6,032      (6,600

Retained earnings

     44,212      42,041
  

 

 

 

  

 

 

 

Owners of the parent

     65,416      62,673

Perpetual hybrid bonds

     1,685      -

Non-controlling interests

     300      282
  

 

 

 

  

 

 

 

Total equity

               67,401                62,955
  

 

 

 

  

 

 

 

Liabilities

     

Non-current liabilities

     

Borrowings

     35,666      39,927

Retirement benefit liabilities

     1,239      1,524

Deferred tax liabilities

     16,462      16,314

Other provisions for liabilities

     392      387

Trade and other payables

     982      1,064

Derivative financial instruments

     79      41
  

 

 

 

  

 

 

 

Total non-current liabilities

     54,820      59,257
  

 

 

 

  

 

 

 

Current liabilities

     

Borrowings

     3,992      4,041

Income tax payable

     879      868

Other provisions for liabilities

     461      598

Trade and other payables

     9,577      9,693

Derivative financial instruments

     235      278
  

 

 

 

  

 

 

 

Total current liabilities

     15,144      15,478
  

 

 

 

  

 

 

 

Total equity and liabilities

     137,365        137,690
  

 

 

 

  

 

 

 

The accompanying notes on pages 29 to 41 form an integral part of this condensed consolidated financial information.

 

27


FINANCIAL STATEMENTS

 

GROUP CASH FLOW STATEMENT 

 

 For the years ended 31 December    2021      2020  
     £m       £m   

Cash flows from operating activities

     

Cash generated from operating activities (page 34)

     11,678      11,567

Dividends received from associates

     353      351

Tax paid

     (2,314      (2,132
  

 

 

 

  

 

 

 

Net cash generated from operating activities

     9,717      9,786
  

 

 

 

  

 

 

 

Cash flows from investing activities

     

Interest received

     33      48

Purchases of property, plant and equipment

     (527      (511

Proceeds on disposal of property, plant and equipment

     31      44

Purchases of intangibles

     (218      (244

Purchases of investments

     (369      (343

Proceeds on disposals of investments

     141      184

Investment in associates and acquisitions of other subsidiaries net of cash acquired

     (133      39

Disposal of subsidiary, net of cash disposed of

     (98      -
  

 

 

 

  

 

 

 

Net cash used in investing activities

     (1,140      (783
  

 

 

 

  

 

 

 

Cash flows from financing activities

     

Interest paid on borrowings and financing related activities

     (1,479      (1,737

Interest element of lease liabilities

     (23      (26

Capital element on lease liabilities

     (154      (164

Proceeds from increases in and new borrowings

     978      9,826

Reductions in and repayments of borrowings

     (4,843      (10,633

Inflows/(outflows) relating to derivative financial instruments

     229      (283

Purchases of own shares held in employee share ownership trusts

     (82      (18

Proceeds from the issue of perpetual hybrid bonds, net of issuance costs

     1,681     

Coupon paid on perpetual hybrid bonds

     (6     

Dividends paid to owners of the parent

     (4,904      (4,745

Capital injection from and purchases of non-controlling interests

     1      17

Dividends paid to non-controlling interests

     (150      (136

Other

     3      2
  

 

 

 

  

 

 

 

Net cash used in financing activities

     (8,749      (7,897
  

 

 

 

  

 

 

 

Net cash flows (used in)/generated from operating, investing and financing activities

     (172      1,106

Differences on exchange

     (253      (253
  

 

 

 

  

 

 

 

(Decrease)/increase in net cash and cash equivalents in the year

     (425      853

Net cash and cash equivalents at 1 January

     2,888      2,035
  

 

 

 

  

 

 

 

Net cash and cash equivalents at 31 December

                 2,463                  2,888
  

 

 

 

  

 

 

 

Cash and cash equivalents per balance sheet

     2,809      3,139

Overdrafts and accrued interest

     (346      (251
  

 

 

 

  

 

 

 

Net cash and cash equivalents at 31 December

     2,463      2,888
  

 

 

 

  

 

 

 

The accompanying notes on pages 29 to 41 form an integral part of this condensed consolidated financial information. The net cash outflows relating to the adjusting items within profit from operations on pages 30 to 32, included in the above, are £501 million (31 December 2020: £732 million).

 

28


Notes to the Financial Statements

ACCOUNTING POLICIES AND BASIS OF PREPARATION

The condensed consolidated financial information has been extracted from the Annual Report and Form 20-F, including the audited financial statements for the year ended 31 December 2021. This condensed consolidated financial information does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006.

The Group prepares its annual consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and UK-adopted international accounting standards.

UK-adopted international accounting standards differ in certain respects from IFRS as issued by the IASB. The differences have no impact on the Group’s consolidated financial statements for the periods presented.

These condensed financial statements have been prepared under the historical cost convention, except in respect of certain financial instruments. They are prepared on a basis consistent with the IFRS accounting policies as set out in the Group’s Annual Report and Form 20-F for the year ended 31 December 2020. In addition, the investments in associates and joint ventures shown in the Group balance sheet include biological assets held by Organigram Holdings Inc., which was acquired by the Group on 11 March 2021. In accordance with IAS 41 Agriculture, the Group measures biological assets at fair value less costs to sell up to the point of harvest, at which point this becomes the basis for the cost of finished goods inventories after harvest with subsequent expenditures incurred on these being capitalised, where applicable, in accordance with IAS 2 Inventories. Unrealised fair value gains and losses arising during the growth of biological assets are recognised immediately in the income statement. During 2021, the Group also issued perpetual hybrid bonds which have been treated as an equity instrument in accordance with the substance of the transaction. The contractual terms of the perpetual hybrid bonds allow the Group to defer coupon payments, however certain contingent events could trigger mandatory payments of such deferred coupon, including the payment of dividends on and the repurchase of British American Tobacco p.l.c.’s ordinary shares, subject to certain exceptions in each case. As the Group has the unconditional right to avoid transferring cash or another financial asset in relation to these bonds, they are classified as equity instruments in the consolidated financial statements.

The preparation of these condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities at the date of these condensed consolidated financial statements. Such estimates and assumptions are based on historical experience and various other factors that are believed to be reasonable in the circumstances and constitute management’s best judgement at the date of the condensed consolidated financial statements. The key estimates and assumptions were the same as those that applied to the consolidated financial information for the year ended 31 December 2020, apart from updating the assumptions used to determine the carrying value of liabilities for retirement benefit schemes. As described on page 32, the Group has reviewed the carrying value of the significant investments of goodwill and intangibles (due in part to the announcements in the U.S. regarding potential menthol regulation, the impact of COVID-19 across the Group and ongoing challenging trading conditions in certain markets). Other than as described on page 32, being mainly in respect of Peru, no other impairment is required. In the future, actual experience may deviate from these estimates and assumptions, which could affect these condensed consolidated financial statements as the original estimates and assumptions are modified, as appropriate, in the period in which the circumstances change. As discussed on page 21, after reviewing the Group’s forecast financial performance and financing arrangements, 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.

ADJUSTING ITEMS

Adjusting items are significant items of revenue, income or expense in profit from operations, net finance costs, taxation and the Group’s share of the post-tax results of associates and joint ventures which individually or, if of a similar type, in aggregate, are relevant to an understanding of the Group’s underlying financial performance because of their size, nature or incidence. In identifying and quantifying adjusting items, the Group consistently applies a policy that defines criteria that are required to be met for an item to be classified as adjusting. These items are separately disclosed in the segmental analyses or in the notes to the accounts as appropriate.

The Group believes that these items are useful to users of the Group financial statements in helping them to understand the underlying business performance and are used to derive the Group’s principal non-GAAP measures of adjusted revenue, adjusted profit from operations and adjusted diluted earnings per share, all of which are before the impact of adjusting items and which are reconciled from revenue, profit from operations and diluted earnings per share.

 

29


Notes to the Financial Statements

ANALYSIS OF REVENUE AND PROFIT FROM OPERATIONS BY SEGMENT

 

    Years ended 31    2021     2020  
    December
    Revenue
   Reported
£m
                  Exchange
£m
     At CC2
£m
    Reported
£m
              
     
U.S.      11,691              839      12,530        11,473          
     
APME      4,191           344      4,535     4,537       
     
AMSSA      3,801           266      4,067     3,772       
     
ENA      6,001                       428      6,429     5,994                 
     
Total Region      25,684                       1,877      27,561     25,776                 

    Years ended 31

    December

   2021     2020  
    Profit from   

Reported

    

£m

    Adj
Items
1
£m
    

Adjusted

    

£m

    

Exchange

    

£m

     Adjusted
at CC2
£m
   

Reported

    

£m

    Adj
Items
1
£m
    

Adjusted

    

£m

 
   
    Operations                                                     
     
U.S.      5,566       321        5,887        456        6,343     4,975     809      5,784
     
APME      1,287       430        1,717        116        1,833     1,472     381      1,853
     
AMSSA      1,496       94        1,590        98        1,688     1,553     65      1,618
     
ENA      1,885       71        1,956        132        2,088     1,962     148      2,110
     
Total Region      10,234       916        11,150        802        11,952     9,962     1,403      11,365

Notes to the analysis of revenue and profit from operations above:

(1)

Adjusting items represent certain items which the Group considers distinctive based upon their size, nature or incidence.

(2)

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.

ADJUSTING ITEMS INCLUDED IN PROFIT FROM OPERATIONS

Adjusting items are significant items in the profit from operations that individually or, if of a similar type, in aggregate, are relevant to an understanding of the Group’s underlying financial performance. Additional details of the Group’s adjusting items will be included in the Annual Report and Form 20-F for the year ended 31 December 2021.

In summary, in 2021, the Group incurred £916 million (2020: £1,403 million) of adjusting items within profit from operations:

 

  Years ended 31 December    2021            2020  
     £m           £m  

Restructuring and integration costs

     150             408

Amortisation and impairment of trademarks and similar intangibles

     306         339

Impairment of goodwill

     57       209

Credit in respect of an excise dispute in Russia

     -         (40

Charge in respect of MSA liabilities related to brands sold to a third party

     -         400

Charge in respect of the sale of the Group’s operations in Iran

     358       -  

Credit in respect of the partial buy-out of the pension fund in the U.S.

     (35       -  

Other adjusting items (largely other litigation including Engle)

     80       87
  

 

 

 

   

 

 

 

Total adjusting items included in profit from operations

                     916               1,403
  

 

 

 

   

 

 

 

(a) Restructuring and integration costs

Restructuring costs reflect the costs incurred as a result of initiatives to improve the effectiveness and the efficiency of the Group as a globally integrated enterprise. These costs represent additional expenses incurred that are not related to the normal business and day-to-day activities. These initiatives include a review of the Group’s manufacturing operations, and the costs associated with Quantum, being the review of the Group’s organisational structure to simplify the business and create a more efficient, agile and focused company.

 

30


Notes to the Financial Statements

Adjusting items included in profit from operations cont…

 

The costs of the Group’s initiatives are included in profit from operations under the following headings:

 

Years ended 31 December

    

 

        2021

 

 

            

 

        2020  

 

 

    

 

£m

 

 

             

 

£m  

 

 

Employee benefit costs

     160          91  

Depreciation, amortisation and impairment costs

     (11        151  

Other operating expenses

     1          166  
  

 

 

      

 

 

 

Total

     150          408  
  

 

 

      

 

 

 

The adjusting charge in 2021 and 2020 relates to the ongoing restructuring costs associated with the implementation of revisions to the Group’s operating model, mainly in relation to Quantum. This programme is expected to deliver at least £1.5 billion of annualised savings over a three-year period (to 2022) and the charges include the cost of packages in respect of permanent headcount reductions and permanent employee benefit reductions in the Group. Included above in respect of 2021 is a charge of £27 million, including £4 million for foreign exchange reclassified from equity, related to the Group’s withdrawal from Myanmar, and a credit of £59 million as an accrual was released on finalisation of Reynolds American dissenting shareholders litigation.

The costs also cover the downsizing and factory rationalisation activities in 2021 and 2020 across ENA (Netherlands, Hungary and Russia) and APME. Specifically, in 2020, as a consequence of the significant increase in excise in Indonesia, a restructuring programme was announced which included the partial closure of the factory operations. As a result of this decision, a £69 million impairment was recognised in respect of machinery. This impairment charge related to some of the machinery in use as well machinery held for future use which, following the significant recent changes in consumer preferences, is not expected to be brought in to manufacturing in future. The depreciation, amortisation and impairment costs in 2021 include a credit of £25 million due to a partial impairment reversal following the revision of such factory rationalisation initiatives in prior years.

(b) Amortisation and impairment of trademarks and similar intangibles

Acquisitions in previous years have resulted in the capitalisation of trademarks and similar intangibles including those which are amortised over their expected useful lives, which do not exceed 20 years. The amortisation and impairment charge of £306 million (2020: £339 million) is included in depreciation, amortisation and impairment costs in the income statement.

(c) Other

In 2021, the Group incurred £460 million (2020: £656 million) of other adjusting items. These included:

 

  ·  

Charges related to the sale of the Group’s operations in Iran (2021: £358 million). BAT Pars, as described on page 20, was sold in August 2021 with £272 million of foreign exchange previously recognised in the statement of other comprehensive income, reclassified to the income statement. Other costs of £88 million were also recognised which mainly related to asset write-down costs, partly offset by a credit of £2 million in relation to a partial unwind of the discounting on the deferred proceeds;

 

  ·  

A net credit (£35 million) in respect of a settlement gain related to the partial buy-out of the U.S. pension fund as approximately US$1.9 billion (£1.4 billion) of plan liabilities have been removed from the balance sheet;

 

  ·  

Other costs of £80 million (2020: £487 million). In 2021, this related to litigation costs including Engle progeny (2020: £87 million). In 2020, the total also included a £400 million charge recognised in the year in respect of developments in cases regarding payment obligations under the state settlement agreements with Florida, Texas, Minnesota and Mississippi for brands previously sold to a third party; and

 

  ·  

An impairment of goodwill within “depreciation, amortisation and impairment costs”, of £57 million related to a charge in respect of Peru (£54 million) due to the impact of an ongoing challenging operating environment, including the impact of COVID-19 and illicit trade and £3 million of goodwill impairment following the exit from Myanmar. In 2020, the Group impaired goodwill (£209 million) within “depreciation, amortisation and impairment costs”, largely relating to Malaysia (£197 million, due to the ongoing challenging operating environment, including the continued level of illicit trade) and Twisp in South Africa (£11 million). These were partly offset by a credit in 2020 of £40 million, recognised in relation to the excise dispute in Russia in a prior period.

 

31


Notes to the Financial Statements

Adjusting items included in profit from operations cont…

 

(d) Ongoing impairment review of assets

The Group reviews and monitors the performance of its non-financial assets (including goodwill) in line with the requirements of IAS 36 Impairment of Assets. COVID-19 continues to impact the ability of a certain number of our cash generating units to return to normal operations and, where applicable, this was considered to be a trigger to review the carrying value of those assets. However, other than Peru (where a £54 million charge has been recognised) and Myanmar (where a £3 million charge was recognised as the Group exited the market), no other impairments to goodwill or trademarks were recognised.

The Group’s impairment testing uses the value-in-use method, with calculations prepared on a five-year cash flow forecast which assumes long-term volume decline of cigarettes, offset by pricing. After this forecast, a growth rate into perpetuity has been applied. Pre-tax discount rates were used in the impairment testing, based upon the Group’s weighted average cost of capital, taking into account the cost of capital and borrowings, to which specific market-related premium adjustments were made. These adjustments are derived from external sources and are based on the spread between bonds (or credit default swaps, or similar indicators) issued by the U.S. or comparable governments and by local government, adjusted for the Group’s own credit market risk. The long-term growth rates and discount rates have been applied to forecast cash flows, determined by local management based upon experience, specific market and brand trends as well as pricing and cost expectations. Further adjustments to reflect risk not otherwise reflected in the forecast cash flows are also applied as required.

On 29 April 2021, in the U.S., the FDA reconfirmed its intention to issue a proposed product standard to ban menthol as a characterising flavour in cigarettes. Management notes that the FDA announcement does not itself constitute a ban on menthol in cigarettes, and any proposed regulation of menthol in cigarettes would need to be introduced through the established U.S. comprehensive rule-making process, the timetable and outcome for which was, and remains, uncertain. Management continues to believe that any ban, given the mechanisms and processes required to be followed in the U.S., is unlikely to be implemented within the next five years.

The below table illustrates the carrying values, the key assumptions used in the assessment and the variance in that assumption required before an impairment is required:

 

         Carrying Value  

 

     Pre-tax discount rate  

 

           

Perpetuity growth rate

 

 
      
At 31 December  
2021 (£m)  
 
 
     Assumed       

Required to reach  

nil headroom  

 

 

              Assumed       
Required to reach
nil headroom
 
 

Reynolds American Goodwill

     33,021          8.35%        9.94%             1.00%        -0.41%  

Newport

     29,517          9.94%        12.41%             0.75%        -4.36%  

Camel

     12,485          9.38%        12.32%                   0.85%        -4.76%  

In management’s view, the required movement to the discount rate and perpetuity growth rates required to trigger a material impairment were not deemed to be likely. Further, in making the assessment, management also considered a number of scenarios related to the potential impact to volume in the event of a ban. There was no scenario that management considered likely that would, at this time, result in a reduction to the value-in-use that would trigger an impairment.

Accordingly, after carefully analysing both the qualitative and quantitative considerations, management concluded that no impairment was required for either the Newport and Camel brands or the overall Reynolds American goodwill balance. As part of the standard year-end impairment process another detailed impairment review will be undertaken for all the cash generating units in line with IAS 36. This will include the entire Reynolds American portfolio (including Newport and Camel) to ensure the book values remain supportable.

 

32


Notes to the Financial Statements

 

 

ADJUSTING ITEMS INCLUDED IN NET FINANCE COSTS

In 2021, the Group incurred adjusting items within net finance costs of £55 million (2020: £153 million). This included:

 

   

a provision of £24 million in respect of investments historically related to the Group’s operations in Iran, taken against non-current investments held at fair value, due to the uncertainty around recovery of these funds;

 

   

interest of £20 million (2020: £21 million) in relation to the FII GLO, as described on page 40; and

 

   

interest on other adjusting payables in respect of a settlement in Turkey (£11 million).

This was a reduction compared to 2020 as, during that year, the Group incurred net finance costs of £142 million (being interest costs of £157 million partly offset by fair value gains of £15 million) in relation to the early redemption and repurchase of bonds. Also in 2020, the Group recognised a net credit of £10 million largely in respect of the Russia excise dispute in a prior period.

All of the adjustments noted above have been included in the adjusted earnings per share calculation on page 36.

ADJUSTING ITEMS INCLUDED IN RESULTS OF ASSOCIATES AND JOINT VENTURES

The Group’s interest in ITC decreased from 29.42% in 2020 to 29.38% in 2021 as a result of ITC issuing ordinary shares under the company’s Employees Share Option Scheme. The issue of these shares and change in the Group’s share of ITC resulted in a gain of £6 million (2020: £17 million), which is treated as a deemed partial disposal and included in the income statement.

In 2021, due to a challenging operating environment, the investment in one of the Group’s associates in Yemen was impaired. This resulted in a charge of £18 million to the income statement. Also, in 2021, the Group incurred a £2 million charge in relation to the amortisation of acquired intangibles associated with the acquisition of the equity stake in Organigram in March 2021, and following the liquidation of Tisak d.d., the Group reclassified the foreign exchange previously recognised in other comprehensive income to the income statement. This resulted in a credit of £2 million to the income statement.

In 2020, ITC recognised a charge in respect of the cost of leaf tobacco stocks destroyed in a third-party warehouse fire, the Group’s share of which was £4 million.

The share of post-tax results of associates and joint ventures is after the adjusting items noted above, which are excluded from the calculation of adjusted earnings per share as set out on page 36.

ADJUSTING ITEMS INCLUDED IN TAXATION

The Group’s tax rate is affected by the adjusting items referred to below and by the inclusion of the share of associates and joint ventures post-tax profit in the Group’s pre-tax results.

Adjusting items in 2021 included a net credit of £91 million mainly related to the revaluation of deferred tax liabilities arising on trademarks recognised in the Reynolds American acquisition in 2017 due to changes in U.S. state tax rates. In 2020, this included a net credit of £35 million mainly relating to the release of a provision regarding the application of overseas withholding tax, the revaluation of deferred tax liabilities arising on trademarks recognised in the acquisition of Reynolds American Inc. in 2017 due to changes in U.S. state tax rates and the excise dispute in Russia.

The adjusting tax item also includes £119 million (2020: £287 million) in respect of the taxation on other adjusting items, which are described on pages 30 to 33.

Refer to page 40 for the Franked Investment Income Group Litigation Order update.

As the above items are not reflective of the ongoing business, they have been recognised as adjusting items within taxation. All of the adjustments noted above have been included in the adjusted earnings per share calculation on page 36.

 

33


Notes to the Financial Statements

 

CASH FLOW

Net cash generated from operating activities

Net cash generated from operating activities in the IFRS cash flows on page 28 includes the following items:

 

  Years ended 31 December              2021              2020
     £m        £m

  Profit for the year

     6,974                   6,564

  Taxation on ordinary activities

     2,189        2,108

  Share of post-tax results of associates and join ventures

     (415        (455

  Net finance costs

     1,486        1,745
  

 

 

 

    

 

 

 

  Profit from operations

     10,234        9,962

  Adjustments for:

       

   -     depreciation, amortisation and impairment

     1,076        1,450

   -     decrease/(increase) in inventories

     433        (144

   -     (increase)/decrease in trade and other receivables

     (393        300

   -     (decrease)/increase in provision for MSA

     (36        369

   -     increase/(decrease) in trade and other payables

     183        (320

   -     decrease in net retirement benefit liabilities

     (104        (96

   -     decrease in other provisions for liabilities

     (145        -

   -     other non-cash items

     430        46
  

 

 

 

    

 

 

 

  Cash generated from operating activities

     11,678        11,567
  

 

 

 

    

 

 

 

  Dividends received from associates

     353        351

  Tax paid

     (2,314        (2,132
  

 

 

 

    

 

 

 

  Net cash generated from operating activities

     9,717                9,786
  

 

 

 

    

 

 

 

Net cash generated from operating activities declined by £69 million, primarily driven by timing of MSA payments in the U.S. and higher tax payments (mainly in Canada and the U.S.), and a translational foreign exchange headwind. These were largely offset by favourable movement in inventories as stock builds in Australia in 2020 did not repeat. In 2021, the Group paid £248 million related to litigation payments (2020: £464 million) which included, in both 2021 and 2020, payments in respect of Engle and the developments in cases regarding payment obligations under the state settlement agreements with Florida, Texas, Mississippi and Minnesota for brands previously sold to a third party. Also included in the litigation payments in 2020 was the payment in respect of a settlement of an excise dispute in Russia with regard to prior periods. The movement in non-cash items in 2021 reflected above mainly relates to the non-cash charges recognised in respect of the disposal of the Group’s operations in Iran.

Expenditure on research and development was approximately £304 million in 2021 (2020: £307 million) with a focus on products that could potentially reduce the risk associated with smoking conventional cigarettes.

Net cash used in investing activities

Net cash used in investing activities increased by £357 million to £1,140 million (2020: £783 million) largely due to a net outflow of £228 million (2020: £159 million net outflow) from short-term investment products, including treasury bills, the disposal of the Group’s operations in Iran (£98 million) and the purchase of the equity stake in Organigram. Purchases of property, plant and equipment were largely in line with 2020, at £527 million (2020: £511 million).

Included within investing activities is gross capital expenditure. This includes the investment in the Group’s global operational infrastructure (including, but not limited to, the manufacturing network, trade marketing and IT systems). In 2021, the Group invested £664 million, an increase of 2.5% on the prior year (2020: £648 million). The Group expects gross capital expenditure in 2022 of approximately £750 million mainly related to the ongoing investment in the Group’s operational infrastructure, including the expansion of our New Categories portfolio.

Net cash used in financing activities

Net cash used in financing activities was an outflow of £8,749 million in 2021 (2020: £7,897 million outflow). The higher 2021 outflow was mainly due to the payment of the dividend £4,904 million (2020: £4,745 million, with the increase due to the higher dividend per share) and the net repayment of borrowings (2021: £3,865 million; 2020: £807 million), partly offset by the issuance of perpetual hybrid bonds (£1,681 million inflow in 2021) and lower interest paid in the year of £1,479 million (2020: £1,737 million). The interest paid in 2020 included charges in relation to the refinancing programme in that year.

 

34


Notes to the Financial Statements

 

LIQUIDITY

The Treasury function is responsible for raising finance for the Group, managing the Group’s cash resources and the financial risks arising from underlying operations. All these activities are carried out under defined policies, procedures and limits, reviewed and approved by the Board, delegating oversight to the Finance and Transformation Director and Treasury function. The Group has targeted an average centrally managed bond maturity of at least five years with no more than 20% of centrally managed debt maturing in a single rolling 12-month period. As at 31 December 2021, the average centrally managed debt maturity of bonds was 10.1 years (31 December 2020: 9.9 years) and the highest proportion of centrally managed debt maturing in a single rolling 12-month period was 18.6% (31 December 2020: 16.4%).

The Group continues to maintain investment-grade credit ratings, with ratings from Moody’s/S&P at Baa2 (stable outlook)/BBB+ (stable outlook). The strength of the ratings has underpinned debt issuance and the Group is confident of its ability to continue to successfully access the debt capital markets. A credit rating is not a recommendation to buy, sell or hold securities. A credit rating may be subject to withdrawal or revision at any time. Each rating should be evaluated separately of any other rating. In order to manage its interest rate risk, the Group maintains both floating rate and fixed rate debt. The Group sets targets (within overall guidelines) for the desired ratio of floating to fixed rate debt on a net basis (at least 50% fixed on a net basis in the short to medium term). At 31 December 2021, the relevant ratios of floating* to fixed rate borrowings were 10:90 (31 December 2020: 7:93) on a net basis.

Available facilities

It is Group policy that short-term sources of funds (including drawings under both the US$4 billion U.S. commercial paper programme and £3 billion euro commercial paper programme) are backed by undrawn committed lines of credit and cash. As at 31 December 2021, there was £269 million of commercial paper outstanding (31 December 2020: undrawn). Cash flows relating to commercial paper issuances with maturity periods of three months or less are presented on a net basis in the Group’s cash flow statement.

At 31 December 2021, the Group had access to a £5.85 billion revolving credit facility. This facility was undrawn at 31 December 2021. In 2021, the Group exercised the first of the one-year extension options on both tranches of the revolving credit facility, with the second one-year extension subsequently exercised in February 2022. Effective March 2022, therefore, the £2.85 billion 364-day tranche will be extended to March 2023 at the reduced amount of £2.7 billion and £2.5 billion of the five-year tranche will be extended from March 2026 to March 2027 (with £3.0 billion of this tranche remaining available until March 2025 and £2.85 billion remaining available from March 2025 to March 2026).

During 2021, the Group extended short-term bilateral facilities totalling £2.5 billion until March or April 2022, some with extension options to extend for further periods. As at 31 December 2021, £500 million was drawn on a short-term basis. Of such short-term bilateral facilities, in December 2021, the Group amended and extended a total of £500 million until December 2022 and subsequent to year end, the Group amended and extended a further £500 million until January 2023 and, effective April 2022, an additional £350 million was agreed to be extended until October 2022 and £500 million until April 2023. Cash flows relating to bilateral facilities that have maturity periods of three months or less are presented on a net basis in the Group’s cash flow statement.

Issuance, drawdowns and repayment in the period

 

  ·  

In February 2021, the Group repaid a 650 million bond at maturity;

 

  ·  

A £1,929 million term loan that had a maturity date in January 2022, was partly repaid in June 2021 (£500 million) with the remaining £1,429 million repaid in September 2021;

 

  ·  

In July, August, September and November 2021, the Group repaid £500 million, 1.1 billion, CHF 400 million and 500 million of bonds at maturity, respectively; and

 

  ·  

The Group issued perpetual hybrid bonds totalling 2 billion in September 2021. The issuance allows the Group to raise incremental euro-denominated securities which contributes to a more efficient alignment of the Group’s earnings currency. It also contributes to the diversification of the Group’s sources of funding and further strengthens its capital structure. The issuance provides the additional benefit of supporting the deleveraging journey with the addition of a small benefit to the credit metrics.

* As at 31 December 2021, the Group’s floating rate borrowings have no exposure in relation to IBOR reform as its floating rate bond of US$750 million is due to mature in August 2022 before the USD LIBOR ceases. Additionally, the Group has hedging instruments that are indexed to sterling LIBOR interest rates. The Group signed up to the ISDA 2020 IBOR Fallback Protocol as published by the International Swaps and Derivative Association Inc., ensuring that appropriate fallback rates will apply in relation to derivatives that are impacted by LIBOR cessation and therefore certainty on the basis of the further cash flows. The hedge relationship on these derivatives will continue with the resulting ineffectiveness likely to be immaterial.

 

35


Notes to the Financial Statements

 

RELATED PARTY DISCLOSURES

The Group’s related party transactions and relationships for 2020 were disclosed on pages 222 and 223 of the Annual Report and Form 20-F for the year ended 31 December 2020.

In the year ended 31 December 2021, other than in respect of Organigram and Bentoel (as described on page 20) there were no material changes in related parties or related party transactions. Full details of the Group’s related party transactions as at 31 December 2021 will be included in the Annual Report and Form 20-F for the year ended 31 December 2021.

EARNINGS PER SHARE

Basic earnings per share were up 6.0% at 296.9p (2020: 280.0p) driven by the growth in operational performance before the impact of translational foreign exchange, a lower effective tax rate and lower net finance costs. Furthermore, 2020 included charges in the U.S. with regards to litigation related to the MSA on brands sold to a third party.

Before adjusting items (discussed on pages 30 to 33) and including the dilutive effect of employee share schemes, adjusted diluted earnings per share fell by 0.8% to 329.0p (2020: 331.7p) as the Group’s improved operating performance, reduction in underlying tax rate and lower net finance costs were more than offset by the translational foreign exchange headwind on the Group’s results. On a constant translational foreign exchange basis, adjusted diluted earnings per share were 6.6% higher at 353.5p.

 

  Years ended 31 December     

 

2021

 

 

             

 

2020

 

 

         pence             pence

  Earnings per share

                   

  - basic

     296.9           280.0

  - diluted

     295.6           278.9

  Adjusted earnings per share

        

  - basic

     330.4           333.0

  - diluted

     329.0           331.7

  Headline earnings per share

        

  - basic

     316.7           295.5   

  - diluted

     315.3           294.4

Basic earnings per share are based on the profit for the year attributable to ordinary shareholders and the weighted average number of ordinary shares in issue during the period (excluding treasury shares). For the calculation of the diluted earnings per share, the weighted average number of shares reflects the potential dilutive effect of employee share schemes.

Adjusted diluted earnings per share are calculated by taking the following adjustments into account (see pages 30 to 33):

 

  Years ended 31 December     

 

2021

 

 

            

 

2020

 

 

         pence            pence

  Diluted earnings per share

     295.6                     278.9

  Effect of restructuring and integration costs

     4.9        14.9

  Effect of amortisation and impairment of goodwill, trademarks and similar intangibles

     12.7        20.5

  Effect of disposal of the Group’s operations in Iran

     15.6        -

  Effect of excise and VAT dispute

     1.0        (1.1

  Effect of retrospective guidance on overseas withholding tax

     -        (1.8

  Effect of other adjusting items

     0.6        16.7

  Effect of associates’ adjusting items

     0.5        (0.6

  Effect of other adjusting items in net finance costs

     2.4        5.1   

  Effect of adjusting items in respect of deferred taxation

     (4.3        (0.9
  

 

 

 

    

 

 

 

  Adjusted diluted earnings per share

     329.0          331.7
  

 

 

 

    

 

 

 

 

36


Notes to the Financial Statements

 

 

Earnings per share cont…

The presentation of headline earnings per share, as an alternative measure of earnings per share, is mandated under the JSE Listing Requirements. It is calculated in accordance with Circular 1/2021 ‘Headline Earnings’ as issued by the South African Institute of Chartered Accountants.

Diluted headline earnings per share are calculated by taking the following adjustments into account:

 

  Years ended 31 December      2021              2020
     pence        pence
  Diluted earnings per share      295.6        278.9
  Effect of impairment of intangibles and property, plant and equipment and held-for-sale assets (net of tax)      4.2        17.0

Effect of losses on disposal of property, plant and equipment, held-for-sale assets, partial/full implementation of IFRS 16 Leases and sale and leaseback (net of tax)

     (0.3        (0.8
  Effect of impairment on investments transferred to held-for-sale (net of tax)      3.6        -
  Effect of foreign exchange reclassification from reserves to the income statement      12.5        -
  Issue of shares and changes in shareholding of associates      (0.3        (0.7
  

 

 

 

    

 

 

 

  Diluted headline earnings per share                315.3                    294.4   
  

 

 

 

    

 

 

 

The following is a reconciliation of earnings to headline earnings, in accordance with the JSE Listing Requirements:

 

  Years ended 31 December     

 

2021 

 

 

             

 

2020

 

 

     £m          £m
  Earnings      6,789          6,400
  Effect of impairment of intangibles and property, plant and equipment and held-for-sale assets (net of tax)      96          391

Effect of losses on disposal of property, plant and equipment, held-for-sale assets, partial/full implementation of IFRS 16 Leases and sale and leaseback (net of tax)

     (8)           (18
  Effect of impairment on investments transferred to held-for-sale (net of tax)      83          -

Effect of foreign exchange reclassification from reserves to the income statement

     289          -
  Issue of shares and changes in shareholding of associates      (6)           (17
  

 

 

 

     

 

 

 

  Headline earnings                7,243                      6,756   
  

 

 

 

     

 

 

 

The earnings per share are based on:

 

  Years ended 31 December   

2021

 

            

2020

 

 
     Earnings              Shares         Earnings              Shares
     £m        m         £m        m

  Earnings per share

                                                 

  - basic

     6,789        2,287         6,400        2,286

  - diluted

     6,789        2,297         6,400        2,295

  Adjusted earnings per share

                  

  - basic

     7,556        2,287         7,613        2,286

  - diluted

     7,556        2,297         7,613        2,295

  Headline earnings per share

                  

  - basic

     7,243        2,287         6,756        2,286

  - diluted

     7,243              2,297               6,756              2,295   

Earnings used in the basic, diluted and headline earnings per share calculation represent the profit attributable to the ordinary equity shareholders after deducting amounts representing the coupon on perpetual hybrid bonds on a pro-rata basis regardless of whether or not coupons have been declared and paid in the period. In 2021, this was £12 million (2020: £nil).

 

37


Notes to the Financial Statements

 

CONTINGENT LIABILITIES AND FINANCIAL COMMITMENTS

The Group has contingent liabilities in respect of litigation, taxes and guarantees in various countries. These are described below, are further described in Note 27 to the 2020 Annual Report and Accounts and Form 20-F and will be included in the 2021 Annual Report and Accounts and Form 20-F. The Group is subject to contingencies pursuant to requirements that it complies with relevant laws, regulations and standards. Failure to comply could result in restrictions in operations, damages, fines, increased tax, increased cost of compliance, interest charges, reputational damage or other sanctions. These matters are inherently difficult to quantify.

In cases where the Group has an obligation as a result of a past event existing at the balance sheet date, it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated, a provision will be recognised based on best estimates and management judgment. There are, however, contingent liabilities in respect of litigation, taxes in some countries and guarantees for which no provisions have been made. While the amounts that may be payable or receivable could be material to the results or cash flows of the Group in the period in which they are recognised, the Board does not expect these amounts to have a material effect on the Group’s financial condition.

Taxes

The Group has exposures in respect of the payment or recovery of a number of taxes. The Group is and has been subject to a number of tax audits covering, among others, excise tax, value-added taxes, sales taxes, corporate taxes, overseas withholding taxes and payroll taxes. The estimated costs of known tax obligations have been provided in these accounts in accordance with the Group’s accounting policies. In some countries, tax law requires that full or part payment of disputed tax assessments be made pending resolution of the dispute. To the extent that such payments exceed the estimated obligation, they would not be recognised as an expense.

There are disputes that are in or may proceed to litigation in a number of countries, including Brazil and the Netherlands.

The Group is also appealing the ruling in respect of sales taxes and penalties in South Korea.

Group litigation

Group companies, as well as other leading cigarette manufacturers, are defendants in a number of product liability cases. In a number of the cases, the amounts of compensatory and punitive damages sought are significant. While it is impossible to be certain of the outcome of any particular case or of the amount of any possible adverse verdict, the Group believes that the defences of the Group’s companies to all these various claims are meritorious on both the law and the facts, and a vigorous defence is being made everywhere. If an adverse judgment is entered against any of the Group’s companies in any case, avenues of appeal will be pursued as necessary. Such appeals could require the appellants to post appeal bonds or substitute security in amounts that could in some cases equal or exceed the amount of the judgment. At least in the aggregate, and despite the quality of defences available to the Group, it is not impossible that the Group’s results of operations or cash flows in a particular period could be materially affected by this and by the final outcome of any particular litigation.

Canada

In Canada, following the implementation of legislation enabling provincial governments to recover healthcare costs directly from tobacco manufacturers, ten actions for recovery of healthcare costs arising from the treatment of smoking and health-related diseases were commenced in ten provinces. Damages sought have not yet been quantified by all ten provinces; however, in respect of five provinces, the damages quantified in each of the provinces range between CAD$10 billion (approximately £5.8 billion) and CAD$118 billion (approximately £69 billion), and the province of Ontario delivered an expert report quantifying its damages in the range of CAD$280 billion (approximately £164 billion) and CAD$630 billion (approximately £368 billion) in 2016/2017 dollars. Ontario has amended its Statement of Claim to claim damages of CAD$330 billion (approximately £193 billion). On 31 January 2019, the Province delivered a further expert report claiming an additional CAD$9.4-$10.9 billion in damages (approximately £5.5 billion - £6.4 billion) in respect of environmental tobacco smoke. No trial date has been set. In respect of New Brunswick, on 7 March 2019, the New Brunswick Court of Queen’s Bench released a decision requiring the Province to produce a substantial amount of additional documentation and data to the defendants. As a result, the original trial date of 4 November 2019 has been delayed. No new trial date has been set.

 

38


Notes to the Financial Statements

 

Contingent liabilities and financial commitments cont…

In addition to the actions commenced by the provincial governments, there are numerous class actions outstanding against Group companies. As set out below, all of these actions are currently subject to stays of proceedings. On 1 March 2019, the Quebec Court of Appeal handed down a judgment which largely upheld and endorsed the lower court’s previous decision in the two Quebec class actions. ITCAN’s share of the judgment is approximately CAD$9.2 billion. As a result of this judgment, the attempts by the Quebec plaintiffs to obtain payment out of the CAD$758 million on deposit with the court, the fact that JTI-MacDonald Corp (a co-defendant in the cases) filed for protection under the CCAA on 8 March 2019 and obtained a court ordered stay of all tobacco litigation in Canada as against all defendants (including the RJR Group Companies) until 4 April 2019, and the need for a process to resolve all of the outstanding litigation across the country, on 12 March 2019, ITCAN filed for protection under the CCAA. In its application, ITCAN asked the Ontario Superior Court to stay all pending or contemplated litigation against ITCAN, certain of its subsidiaries and all other Group companies that were defendants in the Canadian tobacco litigation (the “stays”). The stays are currently in place until 31 March 2022. While the stays are in place, no steps are to be taken in connection with the Canadian tobacco litigation with respect to any of the defendants.

U.S. - Engle

As at 31 December 2021, the Group’s subsidiaries, R. J. Reynolds Tobacco Company (RJRT), Lorillard Tobacco Company (Lorillard Tobacco) and Brown & Williamson Holdings, Inc., had collectively been served in 1,071 pending Engle progeny cases filed on behalf of approximately 1,304 individual plaintiffs. Many of these are in active discovery or nearing trial. In 2021, RJRT or Lorillard Tobacco paid judgments in five Engle progeny cases. Those payments totalled US$15 million (approximately £11 million) in compensatory or punitive damages. Additional costs were paid in respect of attorneys’ fees and statutory interest. In addition, from 1 January 2019 to 31 December 2021, outstanding jury verdicts in favour of the Engle progeny plaintiffs had been entered against RJRT or Lorillard Tobacco for US$65 million (approximately £48 million) in compensatory damages (as adjusted) and US$160 million (approximately £118 million) in punitive damages. A majority of these verdicts are in various stages in the appellate process and have been bonded as required by Florida law under the US$200 million (approximately £148 million) bond cap passed by the Florida legislature in 2009. Although the Group cannot currently predict when or how much it may be required to bond and pay, the Group’s subsidiaries will likely be required to bond and pay additional judgments as the litigation proceeds.

Fox River

In January 2017, NCR and Appvion entered into a Consent Decree with the U.S. Government to resolve how the remaining clean-up will be funded and to resolve further outstanding claims between them. The Consent Decree was approved by the District Court of Wisconsin in August 2017. The U.S. Government enforcement action against NCR was terminated as a result of that order and contribution claims from the Potentially Responsible Parties (“PRPs”) against NCR were dismissed. On 4 January 2019, the U.S. Government, P. H. Glatfelter and Georgia-Pacific (the remaining Fox River PRPs) sought approval for a separate Consent Decree settling the allocation of costs on the Fox River. This Consent Decree was approved by the District Court in the Eastern District of Wisconsin on 14 March 2019, and concludes all existing litigation on the Fox River clean-up. Considering these developments, the provision has been reviewed. No adjustment has been proposed, other than as related to the payments in the period of £8 million, with the provision standing at £62 million at 31 December 2021 (2020: £70 million) after disbursements.

In July 2016, the High Court ruled in favour of a Group subsidiary, BTI 2014 LLC (“BTI”), stating that a dividend of 135 million (approximately £113 million) paid by Windward to Sequana in May 2009 was a transaction made with the intention of putting assets beyond the reach of BTI and of negatively impacting its interests. On 10 February 2017, following a hearing in January 2017 to determine the relief due, the Court found in BTI’s favour, ordering that Sequana must pay an amount up to the full value of the dividend plus interest which equates to around US$185 million (approximately £137 million), related to past and future clean-up costs. The Court granted all parties leave to appeal and Sequana a stay in respect of the above payments. The appeal was heard in June 2018. Judgment was given on 6 February 2019 and the Court of Appeal upheld the High Court’s findings against Sequana. The Court of Appeal refused applications made by both parties for a further appeal to the UK Supreme Court. Both parties applied directly to the UK Supreme Court for permission to appeal in March 2019. On 31 July 2019, BTI was granted permission to appeal to the Supreme Court. On the same day, the Supreme Court refused Sequana permission to appeal. The hearing of BTI’s appeal was listed to take place on 25 and 26 March 2020 but was adjourned because of the COVID-19 pandemic. The hearing of BTI’s appeal took place before the Supreme Court on 4 and 5 May 2021 and the judgment is awaited. In February 2017, Sequana entered into a process in France seeking court protection (the “Sauvegarde”), exiting the Sauvegarde in June 2017. No payments have been received.

 

39


Notes to the Financial Statements

 

Contingent liabilities and financial commitments cont…

Investigations

From time to time, the Group investigates, and becomes aware of governmental authorities’ investigations into allegations of misconduct against Group companies. The Group cooperates with the authorities’ investigations, where appropriate, including with the DOJ and OFAC in the United States, which are conducting an investigation into suspicions of breach of sanctions.

Potential fines, penalties or other consequences cannot currently be assessed. As the investigations are ongoing, it is not possible to identify the timescale in which these matters might be resolved.

Summary

Having regard to all these matters, with the exception of Fox River, Quebec and certain Engle progeny cases, the Group does not consider it appropriate to make any provision or charge in respect of any pending litigation. The Group does not believe that the ultimate outcome of this litigation will significantly impair the Group’s financial condition. If the facts and circumstances change, then there could be a material impact on the financial statements of the Group.

Full details of the litigation against Group companies and tax disputes as at 31 December 2021 will be included in the Annual Report and Form 20-F for the year ended 31 December 2021. Whilst there has been some movement on new and existing cases against Group companies, there have been, except as otherwise stated, no material developments in 2020 or to date in 2021 that would impact the financial position of the Group.

FRANKED INVESTMENT INCOME GROUP LITIGATION ORDER

The Group is the principal test claimant in an action in the United Kingdom against HM Revenue and Customs (“HMRC”) in the FII GLO. There were (at 31 December 2021) 18 corporate groups in the FII GLO. The case concerns the treatment for UK corporate tax purposes of profits earned overseas and distributed to the UK. The Supreme Court heard appeals in two separate trials during 2020. The judgment in the first hearing was handed down in November 2020 and concerned the time limit for bringing claims. The Supreme Court remitted that matter to the High Court to determine whether the claim is within time on the facts. The judgment from the second hearing was handed down in July 2021 and concerned the appropriate methodology to compute the claim. Applying that judgment reduces the value of the FII claim to approximately £0.3 billion, mainly as the result of the application of simple interest and the limitation to claims for advanced corporation tax offset against lawful corporation tax charges, which is subject to the determination of the timing issue by the High Court and any subsequent appeal.

During 2015, HMRC paid to the Group a gross amount of £1.2 billion in two separate payments, less a deduction (withheld by HMRC) of £0.3 billion. The payments made by HMRC have been made without any admission of liability and are subject to refund were HMRC to succeed on appeal. Due to the uncertainty of the amounts and eventual outcome the Group has not recognised any impact in the income statement in the current or prior period in respect of the receipt (being net £0.9 billion) and is held within trade and other payables. Any future recognition as income will be treated as an adjusting item, due to the size of the order, with interest of £20 million in respect of 2021 (2020: £21 million) accruing on the balance, which was also treated as an adjusting item.

The final resolution of all issues in the litigation is likely to take a number of years and the Group intends from 2022 onwards to commence annual interim repayments to HMRC of at least £50 million per annum.

 

40


Notes to the Financial Statements

 

RETIREMENT BENEFIT SCHEMES

The Group’s subsidiary undertakings operate various funded and unfunded defined benefit schemes, including pension and post-retirement healthcare schemes, and defined contribution schemes in various jurisdictions, with its most significant arrangements being in the U.S., UK, Canada, Germany, Switzerland and the Netherlands. In aggregate, schemes in these territories account for over 90% of the total underlying obligations of the Group’s defined benefit arrangements and over 70% of the defined benefit net costs charged to adjusted profit from operations.

Benefits provided through defined contribution schemes are charged as an expense as payments fall due. The liabilities arising in respect of defined benefit schemes are determined in accordance with the advice of independent, professionally qualified actuaries, using the projected unit credit method. It is Group policy that all schemes are formally valued at least every three years.

The present value of total funded scheme liabilities as at 31 December 2021 was £10,084 million (2020: £12,223 million), while unfunded scheme liabilities amounted to £1,037 million (2020: £1,147 million). The fair value of scheme assets decreased from £12,576 million in 2020 to £10,816 million in 2021. The overall net liability for all pension and healthcare schemes in Group subsidiaries amounted to £321 million at the end of 2021, compared to £810 million at the end of 2020.

The reduction in net liability may be largely attributed to the impact of higher discount rates applied in the U.S. (2021: 3.0%; 2020: 2.6%) and the UK (2021: 1.8%; 2020: 1.4%) offset by an increase in the inflation assumption for the UK (2021: 3.4%; 2020: 3.0%).

In addition, during 2021, the risk profiles and values of amounts relating to retirement benefit arrangements were impacted by the following transactions:

On 7 October 2021, a partial buy-out was concluded in the U.S. with approximately US$1.9 billion (£1.4 billion) of plan liabilities removed from the balance sheet, resulting in a settlement gain of £35 million reported as a settlement in the income statement, and recognised as an adjusting item;

On 2 September 2021, a buy-in agreement was entered into in Canada, with five insurers to acquire insurance policies that operate as an asset of its largest Canadian scheme, the Imasco Pension Fund Society Plan (‘Society Plan’). CAD$766 million (£451 million) of plan assets were transferred with no further funding required from the Group; and

On 19 May 2021, the Trustee of the British American Tobacco UK Pension Fund (UK Fund) entered into second buy-in, acquiring an insurance policy that matches a specific part of the UK Fund’s future cash flow arising from the accrued pension liabilities of pensioners and deferred members, following the first agreement entered into in May 2019. This involved the transfer of £383 million of assets held by the UK Fund, and, as such, has no cash effect to the Group.

In accordance with IAS 19 basis, any initial gains or losses on entering into these contracts has been recognised in other comprehensive income with no impact to the income statement. Subsequently, the fair value of the buy-in insurance policies noted above will match the present value of the liabilities being insured and gains or losses on these assets will match similar amounts on insured liabilities through the statement of other comprehensive income.

 

41


Other Information

DIVIDENDS

The Board has declared an interim dividend of 217.8p per ordinary share of 25p, for the year ended 31 December 2021, payable in four equal quarterly instalments of 54.45p per ordinary share in May 2022, August 2022, November 2022 and February 2023. This represents an increase of 1.0% on 2020 (2020: 215.6p per share), and a payout ratio, on 2021 adjusted diluted earnings per share, of 66.2%.

The quarterly dividends will be paid to shareholders registered on either the UK main register or the South Africa branch register and to holders of American Depositary Shares (ADSs), each on the applicable record dates set out under the heading ‘Key Dates’ below.

General dividend information

Under IFRS, the dividend is recognised in the year that it is approved by shareholders or, if declared as an interim dividend by directors, in the period that it is paid.

The cash flow, prepared in accordance with IFRS, reflects the total cash paid in the period, amounting to £4,904 million (2020: £4,745 million).

 

              2021                         2020  

Dividends declared:

    

        Pence per

share

 

    

        USD per

ADS

 

               

        Pence per

share

 

 

    

        USD per

ADS

 

 

Quarterly payment 1 (paid May 2021)

     53.90         0.7576180          52.60        0.6424030  

Quarterly payment 2 (paid August 2021)

     53.90         0.7345300                 52.60        0.6889020  

Quarterly payment 3 (paid November 2021)

     53.90             0.7217210          52.60        0.6895860  

Quarterly payment 4 (paid February 2022)

     53.90         0.7298860          52.60        0.7178320  
     215.6         2.943755          210.4            2.738723  

Holders of ADSs

For holders of ADSs listed on the New York Stock Exchange (NYSE), the record dates and payment dates are set out below. The equivalent quarterly dividends receivable by holders of ADSs in U.S. dollars will be calculated based on the exchange rate on the applicable payment date. A fee of US$0.005 per ADS will be charged by Citibank, N.A. in its capacity as depositary bank for the BAT American Depositary Receipt (ADR) programme in respect of each quarterly dividend payment.

South Africa Branch Register

In accordance with the JSE Limited (JSE) Listing Requirements, the finalisation information relating to shareholders registered on the South Africa branch register (comprising the amount of the dividend in South African rand, the exchange rate and the associated conversion date) will be published on the dates stated below, together with South Africa dividends tax information.

The quarterly dividends are regarded as ‘foreign dividends’ for the purposes of the South Africa Dividends Tax. For the purposes of South Africa Dividends Tax reporting, the source of income for the payment of the quarterly dividends is the United Kingdom.

 

42


Other Information

Dividends cont…

 

Key dates

In compliance with the requirements of the London Stock Exchange (LSE), the NYSE and Strate, the electronic settlement and custody system used by the JSE, the following salient dates for the quarterly dividends payments are applicable. All dates are 2022, unless otherwise stated.

 

         

Event

   Payment No. 1       Payment No. 2       Payment No. 3       Payment No. 4    

Preliminary announcement

(includes declaration data required for JSE purposes)

   11 February

Publication of finalisation information (JSE)

   14 March   28 June   20 September   12 December

No removal requests permitted between the UK main register and the South Africa branch register

   14 March–

28 March

 

(inclusive)

  28 June–

11 July

 

(inclusive)

  20 September–

3 October

 

(inclusive)

  12 December–

27 December

 

(inclusive)

Last Day to Trade (LDT) cum dividend (JSE)

   22 March   5 July   27 September   20 December

Shares commence trading ex-dividend (JSE)

   23 March   6 July   28 September   21 December

No transfers permitted between the UK main register and the South Africa branch register

   23 March–

28 March

 

(inclusive)

  6 July–

11 July

 

(inclusive)

  28 September –

3 October

 

(inclusive)

  21 December–

27 December

 

(inclusive)

No shares may be dematerialised or rematerialised on the South Africa branch register

   23 March–

28 March

 

(inclusive)

  6 July–

11 July

 

(inclusive)

  28 September–

3 October

 

(inclusive)

  21 December–

27 December

 

(inclusive)

Shares commence trading ex-dividend (LSE and NYSE)

   24 March   7 July   29 September   22 December

Record date
(JSE, LSE and NYSE)

   25 March   8 July   30 September   23 December

Last date for receipt of Dividend Reinvestment Plan (DRIP) elections (LSE)

   8 April   27 July   20 October   12 January 2023

Payment date (LSE and JSE)

   4 May   17 August   10 November   2 February 2023

ADS payment date (NYSE)

   9 May   22 August   15 November   6 February 2023

 

 

    Note:

 

  (1)

The dates set out above may be subject to any changes to public holidays arising and changes or revisions to the LSE, JSE and NYSE timetables. Any confirmed changes to the dates will be announced.

 

43


Other Information

 

NON-FINANCIAL KPIs

Volume

Volume is defined as the number of units sold. Units may vary between categories. This can be summarised for the principal metrics as follows:

 

  -

Factory-made cigarettes (FMC) – sticks, regardless of weight or dimensions;

 

  -

Roll-Your-Own / Make-Your-Own – kilos, converted to a stick equivalent based upon 0.8 grams (per stick equivalent) for Roll-Your-Own and between 0.5 and 0.7 grams (per stick equivalent) for Make-Your-Own;

 

  -

Traditional oral – pouches (being 1:1 conversion to stick equivalent) and kilos, converted to a stick equivalent based upon 2.8 grams (per stick equivalent) for Moist Snuff, 2.0 grams (per stick equivalent) for Dry Snuff and 7.1 grams (per stick equivalent) for other oral;

 

  -

Modern Oral – pouches, being 1:1 conversion to stick equivalent;

 

  -

Tobacco Heat sticks – sticks, being 1:1 conversion to stick equivalent; and

 

  -

Vapour – pods and 10 millilitre bottles. There is no conversion to a stick equivalent.

Volume is recognised in line with IFRS 15 Revenue from Contracts with Customers, based upon transfer of control. It is assumed that there is no material difference, in line with the Group’s recognition of revenue, between the transfer of control and shipment date.

Volume is used by management and investors to assess the relative performance of the Group and its brands within categories, given volume is a principal determinant of revenue.

Volume share

Volume share is the number of units bought by consumers of a specific brand or combination of brands, as a proportion of the total units bought by consumers in the industry, category or other sub-categorisation. Sub-categories include, but are not limited to, the total nicotine category, modern oral, vapour, traditional oral, total oral or cigarette. Except when referencing particular markets, volume share is based on our key markets (representing over 85% of the Group’s cigarette and THP volume).

Where possible, the Group utilises data provided by third-party organisations, including AC Nielsen, based upon retail audit of sales to consumers. In certain markets, where such data is not available, other measures are employed which assess volume share based upon other movements within the supply chain, such as sales to retailers. This may depend on the provision of data to the industry by the customers including distributors / wholesalers.

Volume share is used by management to assess the relative performance to the Group and its brands against the performance of its competitors in the categories and geographies in which the Group operates. The Group’s management believes that this measure is useful to investors to understand the relative performance of the Group and its brands against the performance of its competitors in the categories and geographies in which the Group operates. This measure is also useful to understand the Group’s performance when seeking to grow scale within a market or category from which future financial returns can be realised. Volume share provides an indicator of the Group’s relative performance in unit terms versus competitors.

Volume share in each period compares the average volume share in the period with the average volume share in the prior year. This is a more robust measure of performance, removing short-term volatility that may arise at a point in time.

However, in certain circumstances, related to periods of introduction to a market, in order to illustrate the latest performance, data may be provided as at the end of the period rather than the average in that period. In these instances, the Group states these at a specific date (for instance, December 2021).

Value share

Value share is the retail value of units bought by consumers of a particular brand or combination of brands, as a proportion of the total retail value of units bought by consumers in the industry, category or other sub-categorisation in discussion. Except when referencing particular markets, value share is based on our key markets (representing around 90% of the Group’s cigarette and THP value).

 

44


Other Information

Non-Financial KPIs cont….

 

Where possible, the Group utilises data provided by third-party organisations, including AC Nielsen, based upon retail audit of sales to consumers. In certain markets, where such data is not available, other measures are employed which assess value share based upon other movements within the supply chain, such as sales to retailers. This may depend on the provision of data to the industry by the customers (including distributors and wholesalers).

Value share is used by management to assess the relative performance of the Group and its brands against the performance of its competitors in the categories and geographies in which the Group operates, specifically indicating the Group’s ability to realise value relative to the market. The measure is particularly useful when the Group’s products and/or the relevant category in the market in which they are sold has developed or achieved scale from which value can be realised. The Group’s management believes that this measure is useful to investors to comprehend the relative performance of the Group and its brands against the performance of its competitors in the categories and geographies in which the Group operates, specifically indicating the Group’s ability to realise value relative to the market.

Value share in each period compares the average value share in the period with the average value share in the prior year. This is a more robust measure of performance, removing short-term volatility that may arise at a point of time.

However, in certain circumstances, related to periods of introduction to a market, in order to illustrate the latest performance, data may be provided as at the end of the period rather than the average in that period. In these instances the Group states these at a specific date (for instance, December 2021).

Price mix

Price mix is a term used by management and investors to explain the movement in revenue between periods. Revenue is affected by the volume (how many units are sold) and the value (how much is each unit sold for). Price mix is used to explain the value component of the sales as the Group sells each unit for a value (price) but may also achieve a movement in revenue due to the relative proportions of higher value volume sold compared to lower value volume sold (mix).

This term is used to explain the Group’s relative performance between periods only. It is calculated as the difference between the movement in revenue (between periods) and volume (between periods). For instance, the growth in combustibles revenue (excluding translational foreign exchange movements) of 4.0% in 2021, with a decline in combustibles volume of 0.3% in 2021, leads to a price mix of 4.3% in 2021. No assumptions underlie this metric as it utilises the Group’s own data.

Consumers of Non-combustible products

The number of consumers of Non-Combustible products is defined as the estimated number of Legal Age (minimum 18 years) consumers of the Group’s Non-Combustible products. In markets where regular consumer tracking is in place, this estimate is obtained from adult consumer tracking studies conducted by third parties (including Kantar). In markets where regular consumer tracking is not in place, the number of consumers of Non-Combustible products is derived from volume sales of consumables and devices in such markets, using consumption patterns obtained from other similar markets with adult consumer tracking (utilising studies conducted by third parties including Kantar). The number of consumers is adjusted for those identified (as part of the consumer tracking studies undertaken) as using more than one BAT Brand – referred to as “poly users”.

The number of Non-Combustible products consumers is used by management to assess the number of consumers using the Group’s New Categories products as the increase in Non-Combustible products is a key pillar of the Group’s ESG ambition and is integral to the sustainability of our business.

The Group’s management believes that this measure is useful to investors given the Group’s ESG ambition and alignment to the sustainability of the business with respect to the Non-Combustibles portfolio.

 

45


Other Information

NON-GAAP MEASURES

To supplement the presentation of the Group’s results of operations and financial condition in accordance with IFRS, the Group also presents several non-GAAP measures used by management to monitor the Group’s performance. The Group’s management regularly reviews the measures used to assess and present the financial performance of the Group and, as relevant, its geographic segments.

Although the Group does not believe that these measures are a substitute for IFRS measures, the Group does believe such results excluding the impact of adjusting items provide additional useful information to investors regarding the underlying performance of the business on a comparable basis.

The principal non-GAAP measures which the Group uses are adjusted revenue, adjusted profit from operations and adjusted diluted earnings per share, which are before the impact of adjusting items and are reconciled from revenue, profit from operations and diluted earnings per share. Adjusting items, as identified in accordance with the Group’s accounting policies, represent certain items of income and expense which the Group considers distinctive based on their size, nature or incidence. These include significant items in profit from operations, net finance costs, taxation and the Group’s share of the post-tax results of associates and joint ventures which individually or, if of a similar type, in aggregate, are relevant to an understanding of the Group’s underlying financial performance. The adjusting items are used to calculate the non-GAAP measures of adjusted revenue, adjusted profit from operations, adjusted operating margin, adjusted net finance costs, adjusted taxation, adjusted share of post-tax results of associates and joint ventures, underlying tax rate and adjusted diluted earnings per share. The Group also supplements its presentation of revenue in accordance with IFRS by presenting the non-GAAP component breakdowns of adjusted revenues by product category (including adjusted revenue generated from Vapour, Tobacco Heating Products, Modern Oral, New Categories as a whole, Combustibles and Traditional Oral), including by geographic segment (including adjusted revenue generated in the United States, Europe and North Africa, Americas and Sub-Saharan Africa and Asia-Pacific and Middle East). The Group’s Management Board believes these measures, which are used internally, are useful to the users of the financial statements in helping them understand the underlying business performance of individual Group product categories, including by geographic segments.

The Management Board, as the chief operating decision maker, reviews a number of our IFRS and non-GAAP measures for the Group and its product categories and geographic segments at constant rates of exchange. This allows comparison of the Group’s results, had they been translated at the previous year’s average rates of exchange. The Group does not adjust for the normal transactional gains and losses in profit from operations that are generated by exchange movements. Although the Group does not believe that these measures are a substitute for IFRS measures, the Group does believe that such results excluding the impact of currency fluctuations year-on-year provide additional useful information to investors regarding the operating performance on a local currency basis.

 

46


Other Information

Non-GAAP measures cont…

The Group also presents net debt, a non-GAAP measure, on page 16. The Group uses net debt to assess its financial capacity. The Management Board believes that this additional measure, which is used internally, is useful to the users of the financial statements in helping them to see how business financing has changed over the year. Net debt has limitations as an analytical tool. It is not a presentation made in accordance with IFRS and should not be considered as an alternative to borrowings or total liabilities determined in accordance with IFRS. Net debt is not necessarily comparable to similarly titled measures used by other companies. As a result, readers should not consider this measure in isolation from, or as a substitute analysis for the Group’s measures of financial position as determined in accordance with IFRS.

Due to the secondary listing of the ordinary shares of British American Tobacco p.l.c. on the main board of the JSE Limited (JSE) in South Africa, the Group is required to present headline earnings per share and diluted headline earnings per share, as alternative measures of earnings per share, calculated in accordance with Circular 1/2021 ‘Headline Earnings’ issued by the South African Institute of Chartered Accountants. These are shown on pages 36 and 37.

The Group also presents underlying tax rate, a non-GAAP measure, on page 15. The Group uses underlying tax rate to assess the tax rate applicable to the Group’s underlying operations, excluding the Group’s share of post-tax results of associates and joint ventures in BAT’s pre-tax results and adjusting items. The Management Board believes that this additional measure, which is used internally, is useful to the users of the financial statements because it excludes the contribution from the Group’s associates, recognised after tax but within the Group’s pre-tax profits, and adjusting items, thereby enhancing users’ understanding of underlying business performance. Underlying tax rate has limitations as an analytical tool. It is not a presentation made in accordance with IFRS and should not be considered as an alternative to the Group’s headline effective tax rate as determined in accordance with IFRS. Underlying tax rate is not necessarily comparable to similarly titled measures used by other companies. As a result, this measure should not be considered in isolation from, or as a substitute analysis for, the Group’s underlying tax rate as determined in accordance with IFRS.

Adjusted revenue at constant rates of exchange

Definition: Revenue before adjusting items and the impact of foreign exchange.

 

  For the year ended 31 December    2021             2020    
  

 

 

 

     £m       £m

  Revenue

     25,684                          25,776     

  Adjusting items

     -         -

  Impact of translational foreign exchange

     1,877         -
  

 

 

 

   

 

 

 

  Adjusted revenue at constant exchange rates

                 27,561                     25,776
  

 

 

 

   

 

 

 

Revenue by Product Category, including New Categories, at constant rates of exchange

Definition: Revenue derived from each of the main product categories, including New Categories, before the impact of foreign exchange. This measure enables users of the financial statements to better compare the Group’s business performance across and with reference to the Group’s investment activity.

 

   For the year ended 31 December   2021     Impact of     2021 at 2020          2020  
          exchange     CC             
    £m     £m     £m          £m  

 New Categories

    2,054         124         2,178                     1,443    
     

 Vapour

    927       46       973          611  
     

 THP

    853       74       927          634  
     

 Modern Oral

    274       4       278          198  

 Traditional Oral

    1,118       77       1,195          1,160  

 Non-Combustibles

    3,172       201       3,373          2,603  

 Combustibles

    22,029       1,640       23,669          22,752  

 Other

    483       36       519          421  

 Total Revenue

      25,684       1,877       27,561            25,776  

 

47


Other Information

Non-GAAP measures cont…

Adjusted profit from operations, at constant rates of exchange and adjusted operating margin

Definition: Profit from operations before the impact of adjusting items (described on pages 30 to 32) and before the impact of foreign exchange and adjusted profit from operations as a percentage of revenue.

 

    For the year ended 31 December    2021             2020    
  

 

 

 

     £m       £m

   Profit from operations

                         10,234                         9,962     

   Restructuring and integration costs

     150       408

   Amortisation and impairment of trademarks and similar intangibles

     306       339

   Impairment of goodwill (including Peru in 2021 and Malaysia in 2020)

     57       209

   Credit in respect of an excise dispute in Russia

     -       (40

   Charge in respect of MSA liabilities related to brands sold to a third party

     -       400

   Credit in respect of the partial buy-out of the pension fund in the U.S.

     (35       -

   Charge in respect of the sale of the Group’s operations in Iran

     358       -

   Other adjusting items (including Engle)

     80         87

   Adjusted profit from operations

     11,150                   11,365

   Impact of translational foreign exchange on adjusted profit from operations

     802    

   Adjusted profit from operations at constant exchange rates

     11,952    

   Operating margin (Profit from operations as % of revenue)

     39.8%         38.6%  

   Adjusted operating margin (Adjusted profit from operations as a % of revenue)

     43.4%         44.1%  

Adjusted net finance costs, at constant rates of exchange

Definition: Net finance costs before the impact of adjusting items (described on page 33) and before the impact of foreign exchange.

 

    For the year ended 31 December     

 

2021

 

 

        

 

2020

 

 

     £m          £m  

  Finance costs

                     (1,521 )                              (1,795 )     

  Finance income

     35          50

  Net finance costs

     (1,486        (1,745

  Less: Adjusting items in net finance costs

     55          153

  Net adjusted finance costs

     (1,431        (1,592

  Comprising:

       

  Interest payable

     (1,493        (1,654

  Interest and dividend income

     35          50

  Fair value changes – derivatives

     (252        217

  Exchange differences

     279          (205

  Net adjusted finance costs

     (1,431        (1,592

  Impact of translational foreign exchange

     (89     

  Net adjusted finance costs (at constant rates of exchange)

     (1,520     

Adjusted taxation

Definition: Taxation before the impact of adjusting items (described on page 33).

 

    For the year ended 31 December    2021           2020  
     £m          £m  
     UK             
  -      current year tax      1                  38
  -      adjustment in respect of prior periods      (26        -
 

   Overseas

       
  -      current year tax                      2,418                         2,369     
  -      adjustment in respect of prior periods      (17        18
 

   Current tax

     2,376        2,425
 

   Deferred tax

     (187        (317)  
 

   Taxation on ordinary activities

     2,189        2,108
 

   Adjusting items

     210        322
 

   Net adjusted tax charge

     2,399        2,430

 

48


Other Information

Non-GAAP measures cont…

 

Underlying

tax rate

Definition: Tax rate incurred before the impact of adjusting items (described on page 33) and to adjust for the inclusion of the Group’s share of post-tax results of associates and joint ventures within the Group’s pre-tax results.

 

    For the year ended 31 December      2021          2020
     £m          £m  

  Profit before taxation (PBT)

     9,163                      8,672     

  Less: Share of post-tax results of associates and joint ventures

     (415        (455

  Adjusting items within profit from operations

     916        1,403

  Adjusting items within finance costs

     55        153

  Adjusted PBT, excluding associates and joint ventures

     9,719        9,773

  Impact of translational foreign exchange

     714     

  Adjusted PBT, excluding associates and joint ventures (at constant rates)

     10,433     

  Taxation on ordinary activities

     (2,189                  (2,108

  Adjusting items within taxation and taxation on adjusting items

     (210        (322

  Adjusted taxation

                 (2,399        (2,430

  Impact of translational foreign exchange on adjusted taxation

     (164     

  Adjusted taxation (at constant rates)

     (2,563     

  Underlying tax rate

     24.7%          24.9%  

  Underlying tax rate (constant rates)

     24.6%       

  Effective tax rate

     23.9%          24.3%  

Adjusted diluted earnings per share, at constant rates of exchange

Definition: diluted earnings per share before the impact of adjusting items, presented in the prior year’s rate of exchange.

 

    For the year ended 31 December      2021          2020
     pence        pence

  Diluted earnings per share

                 295.6                                  278.9     

  Effect of restructuring and integration costs

     4.9        14.9

  Effect of amortisation and impairment of goodwill, trademarks and similar intangibles

     12.7        20.5

  Effect of disposal of the Group’s operations in Iran

     15.6       

  Effect of excise and VAT dispute

     1.0        (1.1

  Effect of retrospective guidance on overseas withholding tax

            (1.8

  Effect of other adjusting items

     0.6        16.7

  Effect of associates’ adjusting items

     0.5        (0.6

  Effect of other adjusting items in net finance costs

     2.4        5.1

  Effect of adjusting items in respect of deferred taxation

     (4.3        (0.9

  Adjusted diluted earnings per share

     329.0          331.7

  Impact of translational foreign exchange

     24.5       

  Adjusted diluted earnings per share, at constant exchange rates

     353.5       

 

49


Other Information

 

 

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50


Other Information

 

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51


Other Information

ADDITIONAL INFORMATION

British American Tobacco is one of the world’s leading consumer products businesses, with brands sold in more than 200 markets. We have strategic combustible and THP brands – Dunhill, Kent, Lucky Strike, Pall Mall, Rothmans, Neo, Newport, Camel (in the U.S.) and Natural American Spirit (in the U.S.) – and over 200 brands in our portfolio, including a growing portfolio of potentially reduced-risk products. We hold robust market positions in each of our regions and have leadership positions in more than 55 markets.

References in this document to information on websites, including the web address of BAT, have been included as inactive textual references only. These websites and the information contained therein or connected thereto are not intended to be incorporated into or to form part of this report.

ANNUAL REPORT and FORM 20-F

Statutory accounts

The financial information set out above does not constitute the Company’s statutory accounts for the years ended 31 December 2021 or 2020. Statutory accounts for 2020 have been delivered to the Registrar of Companies and those for 2021 will be delivered following the Company’s Annual General Meeting. The auditors’ report on the 2020 accounts was unqualified, did not draw attention to any matters by way of emphasis and did not contain statements under s498(2) or (3) of Companies Act 2006 or equivalent preceding legislation.

Publication

The Annual Report and Form 20-F will be published on bat.com on or around 8 March 2022. A printed copy will later be mailed to shareholders on the UK main register who have elected to receive it. At the same time, shareholders will be notified of the availability of the Annual Report and Form 20-F on the website and of the Performance Summary together with other ancillary documents in accordance with their elections. Specific local mailing and/or notification requirements will apply to shareholders on the South Africa branch register. In addition, the Company files its Annual Report on Form 20-F and other documents with the United States Securities and Exchange Commission (SEC). BAT’s filings are available to the public, together with the public filings of other issuers, at the SEC’s website, www.sec.gov.

The Group financial statements (including the notes to the financial statements and the report of the independent registered public accounting firm (for U.S. purposes) for the year ended 31 December 2021), the consent of KPMG LLP and management’s report on internal control over financial reporting will be filed on a Form 6-K with the SEC on or around 11 February 2022 and will be available on the SEC’s website at www.sec.gov. That Form 6-K will be submitted to the U.K. National Storage Mechanism thereafter and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

DISTRIBUTION OF PRELIMINARY STATEMENT

This announcement is released or otherwise made available or notified to the London Stock Exchange, the JSE Limited and the New York Stock Exchange and filed in accordance with applicable regulations. It may be viewed and downloaded from our website www.bat.com.

Copies of the announcement may also be obtained during normal business hours from: (1) the Company’s registered office; (2) the Company’s representative office in South Africa; (3) British American Tobacco Publications; and (4) Citibank Shareholder Services. Contact details are set out below.

This announcement was approved by the Board of Directors on 10 February 2022.

 

52


Other Information

OTHER PRODUCTS

The Group reports volumes as additional information. This is done, where appropriate, with cigarette sticks as the basis, with usage levels applied to other products to calculate the equivalent number of cigarette units.

The conversion rates that are applied:

 

          Equivalent to one cigarette  

Tobacco Heat sticks

   1 heat stick  

Cigars

      1 cigar (regardless of size)  

Oral

     

  -

     Pouch    1 pouch  

  -

     Moist Snuff    2.8 gram  

  -

     Dry Snuff    2.0 gram  

  -

     Loose leaf, plug, twist    7.1 gram  

Pipe tobacco

   0.8 gram  

Roll-your-own

   0.8 gram  

Make-your-own

  

  -

     Expanded tobacco    0.5 grams  

  -

     Optimised tobacco    0.7 grams  

Roll-your-own (RYO)

Loose tobacco designed for hand rolling, normally a finer cut with higher moisture, compared to cigarette tobacco.

Make-your-own (MYO)

MYO expanded tobacco; also known as volume tobacco.

Loose cigarette tobacco with enhanced filling properties – to allow higher yields of cigarettes/kg - designed for use with cigarette tubes and filled via a tobacco tubing machine.

MYO non-expanded tobacco; also known as optimised tobacco.

Loose cigarette tobacco designed for use with cigarette tubes and filled via a tobacco tubing machine.

SHAREHOLDER INFORMATION

FINANCIAL CALENDAR 2022*

 

Thursday 28 April

   Annual General Meeting at 11.30 am
  

Details of the venue and business to be proposed at the meeting will be set out in the Notice of AGM, which will be made available to all shareholders and published on www.bat.com.

 

The format for the 2022 AGM will be contingent on applicable UK Government health and safety restrictions in place at that time.

Wednesday 27 July

   Half-Year Report

* Indicated dates are subject to change

 

53


Other Information

FORWARD-LOOKING STATEMENTS AND OTHER MATTERS

This announcement contains certain forward-looking statements, including “forward-looking” statements made within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.

In particular, these forward-looking statements include, among other statements, statements regarding the Group’s future financial performance, planned product launches and future regulatory developments and business objectives (including with respect to sustainability and other environmental, social and governance matters), as well as: (i) certain statements in the Chief Executive Statement (pages 1 to 2); (ii) certain statements in the Finance and Transformation Director’s Statement (page 2); (iii) certain statements in the Category Performance Review (pages 4 to 8); (iv) certain statements in the Regional Review section (pages 9 to 13); (v) certain statements in the Other Financial Information section (pages 14 to 17); (vi) certain statements in the Other Information section (pages 18 to 22); (vii) certain statements in the Notes to the Financial Statements section (pages 29 to 41), including the Liquidity and Contingent Liabilities and Financial Commitments sections; and (viii) certain statements in the Other Information section (pages 42 to 53), including the Non-GAAP Measures sections and under the heading “Dividends”.

These statements are often, but not always, made through the use of words or phrases such as “believe,” “anticipate,” “could,” “may,” “would,” “should,” “intend,” “plan,” “potential,” “predict,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy,” “outlook”, “target” and similar expressions. These include statements regarding our intentions, beliefs or current expectations concerning, amongst other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the economic and business circumstances occurring from time to time in the countries and markets in which the British American Tobacco Group (the “Group”) operates, including the projected future financial and operating impacts of the COVID-19 pandemic.

All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors. It is believed that the expectations reflected in this announcement are reasonable, but they may be affected by a wide range of variables that could cause actual results and performance to differ materially from those currently anticipated. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are uncertainties related to the following: the impact of competition from illicit trade; the impact of adverse domestic or international legislation and regulation; the inability to develop, commercialise and deliver the Group’s New Categories strategy; adverse litigation and dispute outcomes and the effect of such outcomes on the Group’s financial condition; the impact of significant increases or structural changes in tobacco, nicotine and New Categories related taxes; translational and transactional foreign exchange rate exposure; changes or differences in domestic or international economic or political conditions; the ability to maintain credit ratings and to fund the business under the current capital structure; the impact of serious injury, illness or death in the workplace; adverse decisions by domestic or international regulatory bodies; and changes in the market position, businesses, financial condition, results of operations or prospects of the Group.

A review of the reasons why actual results and developments may differ materially from the expectations disclosed or implied within forward-looking statements can be found by referring to the information contained under the headings “Cautionary statement”, “Group Principal Risks” and “Group Risk Factors” in the 2020 Annual Report and Form 20-F of British American Tobacco p.l.c. (BAT). Additional information concerning these and other factors can be found in BAT’s filings with the U.S. Securities and Exchange Commission (“SEC”), including the Annual Report on Form 20-F and Current Reports on Form 6-K, which may be obtained free of charge at the SEC’s website, http://www.sec.gov and BAT’s Annual Reports, which may be obtained free of charge from the British American Tobacco website www.bat.com.

No statement in this announcement is intended to be a profit forecast and no statement in this communication should be interpreted to mean that earnings per share of BAT for the current or future financial years would necessarily match or exceed the historical published earnings per share of BAT. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. The forward-looking statements reflect knowledge and information available at the date of preparation of this announcement and BAT undertakes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on such forward-looking statements.

All financial statements and financial information provided by or with respect to the U.S. or Reynolds American are initially prepared on the basis of U.S. GAAP and constitute the primary financial statements or financial records of the U.S. / Reynolds American. This financial information is then converted to International Financial Reporting Standards as issued by the IASB and as adopted for use in the UK (“IFRS”) for the purpose of consolidation within the results of the Group. To the extent any such financial information provided in this announcement relates to the U.S. or Reynolds American it is provided as an explanation of, or supplement to, Reynolds American’s primary U.S. GAAP based financial statements and information.

Our vapour product Vuse (including Alto, Solo, Ciro and Vibe), and certain products including Velo, Grizzly, Kodiak, Camel Snus and Granit, which are sold in the U.S., are subject to FDA regulation and no reduced-risk claims will be made as to these products without Agency clearance.

 

54


CORPORATE INFORMATION

 

Premium listing

London Stock Exchange (Share Code: BATS; ISIN: GB0002875804)

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The Pavilions, Bridgwater Road, Bristol BS99 6ZZ, UK

tel: 0800 408 0094; +44 370 889 3159

Share dealing tel: 0370 703 0084 (UK only)

Your account: www.computershare.com/uk/investor/bri

Share dealing: www.computershare.com/dealing/uk

Web-based enquiries: www.investorcentre.co.uk/contactus

Secondary listing

JSE (Share Code: BTI)

Shares are traded in electronic form only and transactions settled electronically through Strate.

Computershare Investor Services Proprietary Limited

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tel: 0861 100 634; +27 11 870 8216

email enquiries: web.queries@computershare.co.za

Sponsor for the purpose of the JSE

UBS South Africa (Pty) Ltd

American Depositary Receipts (ADRs)

NYSE (Symbol: BTI; CUSIP Number: 110448107)

BAT’s shares are listed on the NYSE in the form of American Depositary Shares (ADSs) and these are evidenced by American Depositary Receipts (ADRs), each one of which represents one ordinary share of British American Tobacco p.l.c. Citibank, N.A. is the depositary bank for the sponsored ADR programme.

Citibank Shareholder Services

PO Box 43077, Providence, Rhode Island 02940-3077, USA

tel: +1 888 985 2055 (toll-free) or +1 781 575 4555

email enquiries: citibank@shareholders-online.com

website: www.citi.com/dr

Publications

British American Tobacco Publications

Unit 80, London Industrial Park, Roding Road, London E6 6LS, UK

tel: +44 20 7511 7797

e-mail enquiries: bat@team365.co.uk or the Company’s Representative office in South Africa using the contact details shown below.

British American Tobacco p.l.c.

Registered office

Globe House, 4 Temple Place, London, WC2R 2PG, UK

tel: +44 20 7845 1000;

British American Tobacco p.l.c. is a public limited company which is listed on the London Stock Exchange, New York Stock Exchange and the JSE Limited in South Africa. British American Tobacco p.l.c. is incorporated in England and Wales (No. 3407696) and domiciled in the UK.

British American Tobacco p.l.c.

Representative office in South Africa

Waterway House South

No 3 Dock Road, V&A Waterfront, Cape Town 8000

South Africa

PO Box 631, Cape Town 8000, South Africa

tel: +27 21 003 6712

 

55


GLOSSARY and DEFINITIONS

The following is a summary of the key terms used within this report:

   
 Term   Definition

AMSSA

 

Americas (excluding U.S.) and Sub-Saharan Africa. The key markets are:

Argentina, Brazil, Canada, Chile, Colombia, Mexico, Nigeria, South Africa.

APME

 

Asia Pacific and Middle East. The key markets are:

Australia, Bangladesh, Gulf Cooperation Council, Indonesia, Iran, Iraq, Japan, Malaysia, New Zealand, Pakistan, South Korea, Taiwan, Vietnam.

British American Tobacco, BAT, Group, we, us and our

  When the reference denotes an opinion, this refers to British American Tobacco p.l.c. and when the reference denotes business activity, this refers to British American Tobacco Group operating companies, either collectively or individually, as the case may be.

Cigarette

  Factory made cigarettes (FMC) and products that have similar characteristics and are manufactured in the same manner, but due to specific features may not be recognised as cigarettes for regulatory, duty or similar reasons.

Combustibles

  Cigarettes and OTP.

Constant Currency / Constant rates

  Presentation of results in the prior year’s exchange rate, removing the potentially distorting effect of translational foreign exchange on the Group’s results. The Group does not adjust for normal transactional gains or losses in profit from operations which are generated by exchange rate movements.

Developed Markets

  As defined by the World Economic Outlook as Advanced Economies and those within the European Union.

Emerging Markets

  Those markets not defined as Developed Markets.

ENA

 

Europe and North Africa. The key markets are:

Algeria, Belgium, the Czech Republic, Egypt, Denmark, France, Germany, Italy, Kazakhstan, Morocco, Netherlands, Poland, Romania, Russia, Spain, Switzerland, Turkey, the United Kingdom, Ukraine.

From 1 January 2022, Algeria, Sudan, Morocco, Tunisia and Egypt will move to APME. From that date, ENA will be renamed Europe.

GTR

  Global Travel Retail.

Key markets

 

The key markets are:

Argentina, Brazil, Canada, Chile, Colombia, Mexico, Nigeria, South Africa, Australia, Bangladesh, Gulf Cooperation Council, Indonesia, Iran, Iraq, Japan, Malaysia, New Zealand, Pakistan, South Korea, Taiwan, Vietnam, Algeria, Belgium, the Czech Republic, Denmark, Egypt, France, Germany, Italy, Kazakhstan, Morocco, Netherlands, Poland, Romania, Russia, Spain, Switzerland, Turkey, the United Kingdom, Ukraine and the United States.

Modern Oral

  Includes EPOK, Lyft, Velo and other modern white snus.

New Categories

  Includes Vapour, THP and Modern Oral.

Non-Combustibles

  New Categories plus Traditional Oral.

OTP

  Other Tobacco Products, including make-your-own, roll-your-own, Pipe and Cigarillos.

Project Quantum

  Review of the Group’s operating model to drive increased agility and efficiency.

Reduced risk*

  Based on the available science, products within “New Categories” and “Traditional Oral” 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.

Strategic combustible and THP brands

  Includes Kent, Dunhill, Lucky Strike, Pall Mall, Rothmans, Newport, Natural American Spirit (U.S.), Camel (U.S.), glo and Neo.

Strategic Portfolio

  Comprises strategic combustibles, strategic traditional oral and New Categories – and includes Kent, Dunhill, Lucky Strike, Pall Mall, Rothmans, Newport, Natural American Spirit (U.S.), Camel (U.S.), Vype, Vuse, glo, Neo, Ten Motives, Velo, EPOK, Lyft, Granit, Mocca, Grizzly, Camel Snus, Kodiak.

Top 5 / T5 vapour markets

  Being the top 5 markets for industry vapour sales by revenue – U.S., Canada, UK, France and Germany. These markets represent an estimated 75% of Global industry vapour revenue (closed systems).

Top 5 / T5 modern oral markets

  Being the top 5 markets for industry modern oral sales by revenue – U.S., Sweden, Norway, Denmark and Switzerland. These markets represent an estimated 90-95% of Global industry modern oral revenue. Germany has been removed from the priority market given the suspension in sales in 2021.

Top 9 / T9 THP markets

  Being the top 9 markets for industry THP sales by revenue – Japan, South Korea, Russia, Italy, Romania, Germany, Ukraine, Poland and the Czech Republic. These markets represent an estimated 90-95% of Global industry THP revenue.

THP

  Tobacco heating products (i.e., the devices, which include glo and our hybrid products) or Tobacco heated products (i.e., the consumables used by Tobacco heating product devices).

Traditional Oral

  Moist Snuff (Granit, Mocca, Grizzly, Kodiak) and other traditional snus products (including Camel Snus and Lundgrens).

U.S.

  United States of America (a key market).

Value share

  Value share is the retail value of units bought by consumers of a particular brand or combination of brands, as a proportion of the total retail value of units bought by consumers in the industry, category or other sub-categorisation in discussion.

Volume share

  Offtake volume share, as independently measured by retail audit agencies (including Nielsen and Marlin) and scanner sales to consumers, where possible or based on movements within the supply chain (such as sales to retailers) to generate an estimate of shipment share, based upon latest available data. Except when referencing particular markets, volume share is based on our key markets. The Group’s key markets represent over 80% of the Group’s cigarette volume.

Vapour

  Rechargeable, battery-powered devices that heat liquid formulations – e-liquids – to create a vapour which is inhaled. Vapour products include Vype, Vuse, ViP and Ten Motives.

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

In August 2021, the Group disposed of its operations in Iran.

 

56


 Additional Information on Revenue by Category by Region

 

  Volume (unit)                                              
         

 For year ended 31 December

             

 

U.S.

 

 

 

            

 

APME

 

 

 

            

 

AMSSA

 

 

 

            

 

ENA

 

 

 

            

 

Group

 

 

 

         
     2021        % change       2021        % change       2021        % change       2021        % change       2021        % change  

 New Categories

                                                                                     
           

 Vapour

     291        +66.7%        9        +65.6%        62        +102%        173        +29.8%        535        +55.5%   
           

 THP

     0        +0.0%       9.3        +26.5%       -        -       9.8        +195%       19.1        +78.7%  
           

 Modern Oral

     602        +272%       254        +197%       -        -100%       2,440        +46.4%       3,296        +70.5%  
           

 Traditional Oral

     7.1        -5.1%       -        -       -        -       0.9        +6.1%       8.0        -3.9%  
           

Total Non-Combustibles

                                                                                     
           

Cigarettes

     70        -5.0%       206        +4.6%       147        +0.1%       214        -2.7%       637        -0.1%  
           

OTP

     0        -7.9%       2        -14.1%       1        -7.7%       15        -8.7%       18        -9.2%  
           

Total Combustibles

     70        -5.0%       208        +4.4%       148        +0.0%       229        -3.1%       655        -0.3%  
                     

Memo: Cigarettes and THP

     70        -5.0%       215        +5.4%       147        +0.1%       224        +0.2%       656        +1.2%  

    

                         

Revenue - reported at current rates (£m)

 

                                                                   
         

 For year ended 31 December

             

 

U.S.

 

 

 

            

 

APME

 

 

 

            

 

AMSSA

 

 

 

            

 

ENA

 

 

 

            

 

Group

 

 

 

         
     2021        % change       2021        % change       2021        % change       2021        % change       2021        % change  
           

 New Categories

     564        +43.0%       535        +4.2%       141        +113.6%       814        +73.6%       2,054        +42.4%  
           

 Vapour

     561        +46.4%       18        +26.0%       141        +114.8%       207        +40.2%       927        +51.8%  
           

 THP

     1        -21.8%       511        +2.8%       0        -       341        +149.7%       853        +34.4%  
           

 Modern Oral

     2        -81.5%       6        +179.3%       0        -100%       266        +43.9%       274        +38.8%  
           

 Traditional Oral

     1,077        -4.3%       0        -100.0%       0        +0.0%       41        +18.2%       1,118        -3.6%  
           

Total Non-Combustibles

     1,641        +8.0%       535        +4.2%       141        +113.6%       855        +69.8%       3,172        +21.9%  
           

Total Combustibles

     10,015        +0.9%       3,555        -9.6%       3,435        -2.8%       5,024        -6.2%       22,029        -3.2%  
           

Other

     35        +26.9%       101        +13.0%       225        +32.3%       122        -8.9%       483        +14.7%  
           

Total

     11,691        +1.9%       4,191        -7.6%       3,801        +0.8%       6,001        +0.1%       25,684        -0.4%  
           

Of which:

                                   
           

Strategic

     11,078        +2.4%       2,193        -6.6%       2,211        +8.4%       4,477        +3.4%       19,959        +2.2%  
           

Non-strategic

     613        -6.6%       1,998        -8.7%       1,590        -8.2%       1,524        -8.5%       5,725        -8.3%  
           
       11,691        +1.9%       4,191        -7.6%       3,801        +0.8%       6,001        +0.1%       25,684        -0.4%  
                         

Revenue - adjusted at constant rates (£m)

 

                                                                   
         

 For year ended 31 December

             

 

U.S.

 

 

 

            

 

APME

 

 

 

            

 

AMSSA

 

 

 

            

 

ENA

 

 

 

            

 

Group

 

 

 

         
     2021        % change       2021        % change       2021        % change       2021        % change       2021        % change  
           

 New Categories

     604        +53.3%       588        +14.2%       141        +113.8%       845        +80.3%       2,178        +50.9%  
           

 Vapour

     601        +56.9%       19        +27.5%       141        +115.0%       212        +43.8%       973        +59.3%  
           

 THP

     1        -16.2%       562        +13.0%       0        -       364        +166.9%       927        +46.1%  
           

 Modern Oral

     2        -80.1%       7        +198.6%       0        -100%       269        +45.6%       278        +40.6%  
           

 Traditional Oral

     1,155        +2.6%       0        -100.0%       0        +0.0%       40        +18.1%       1,195        +3.0%  
           

Total Non-Combustibles

     1,759        +15.7%       588        +14.2%       141        +113.8%       885        +76.1%       3,373        +29.6%  
           

Total Combustibles

     10,734        +8.1%       3,842        -2.3%       3,679        +4.1%       5,414        +1.1%       23,669        +4.0%  
           

Other

     37        +36.0%       105        +20.1%       247        +44.7%       130        -4.9%       519        +23.1%  
                   

Total

     12,530        +9.2%       4,535        0.0%       4,067        +7.8%       6,429        +7.3%       27,561        +6.9%  
           

Of which:

                                   
           

Strategic

     11,873        +9.8%       2,395        +2.0%       2,379        +16.6%       4,754        +9.8%       21,401        +9.6%  
           

Non-strategic

     657        +0.1%       2,140        -2.2%       1,688        -2.5%       1,675        +0.6%       6,160        -1.3%  
           
       12,530        +9.2%       4,535        0.0%       4,067        +7.8%       6,429        +7.3%       27,561        +6.9%  

 

57


EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statements (Nos. 333-219440, 333-223678 and 333-237186) on Form S-8 and the registration statement (No. 333-232691) on Form F-3 of our report dated February 10, 2022, with respect to the consolidated financial statements of British American Tobacco p.l.c. and the effectiveness of internal control over financial reporting.

/s/ KPMG LLP

London, United Kingdom

February 10, 2022


EX-99.1

Exhibit 99.1

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

British American Tobacco p.l.c.

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying Group Balance Sheet of British American Tobacco p.l.c. and subsidiaries (the “Group”) as of December 31, 2021 and 2020, the related Group Income Statement, Group Statement of Comprehensive Income, Group Statement of Changes in Equity, and Group Cash Flow Statement for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements). We also have audited the Group’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Group as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. Also in our opinion, the Group maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Group’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s report on internal control over financial reporting. Our responsibility is to express an opinion on the Group’s consolidated financial statements and an opinion on the Group’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the


company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Impairment analysis of goodwill and trademarks with indefinite lives arising from the 2017 acquisition of Reynolds American Inc. (Reynolds American)

As discussed in Note 12 to the consolidated financial statements, the Group, as at December 31, 2021, has goodwill and trademarks with indefinite lives of £33,021 million and £69,475 million, respectively, arising from the 2017 acquisition of Reynolds American.

We identified the evaluation of the impairment analysis of goodwill and trademarks with indefinite lives arising from the 2017 acquisition of Reynolds American as a critical audit matter. There is a high degree of auditor judgment involved in evaluating: (i) the budgeted revenue and discount rates used in the analysis of the recoverability of trademarks with indefinite lives and goodwill allocated to the Reynolds American cash-generating unit; and (ii) the impact of the proposed menthol ban on the terminal growth rates and discount rates for the Newport and Camel indefinite lived trademarks and the goodwill allocated to the Reynolds American cash-generating unit.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the goodwill and trademarks with indefinite lives impairment testing process including controls related to the development of the budgeted revenue and management’s determination of the applicable discount rates. In addition, we assessed the impairment analysis by:

 

  -

assessing and challenging Reynolds American’s budgeted revenue by examining externally derived publicly available data, including, broker and analyst reports, industry reports, media reports, macro-economic assumptions, academic and scientific studies, and regulatory changes;

 

  -

challenging the budgeted revenue by comparing the historical projections to actual results to assess the Group’s ability to accurately forecast;

 

  -

performing sensitivity analysis on the budgeted revenue to assess its impact on the Group’s determination that the fair values of the Reynolds American goodwill and trademarks with indefinite lives exceed their carrying value;

 

  -

specifically for the proposed federal menthol ban, critically evaluating the Group’s assessment of the potential timing of the impact based on the FDA rulemaking process and recent litigations;

 

  -

assessing and challenging the impact of the proposed menthol ban on the terminal growth rates used in the value-in-use based assessment of the recoverability of the goodwill allocated to the Reynolds American cash-generating unit and the Newport and Camel indefinite lived brands by comparing management’s projected brand retention rates against actual brand retention rates in similar markets where a menthol ban has been implemented; and


  -

involving a valuation professional with specialized skills and knowledge, who assisted in independently developing a range of the discount rates using publicly available market data for comparable companies and comparing these rates to those utilized by Reynolds American to assess their reasonableness.

Canadian legal proceedings

As discussed in Note 31 to the consolidated financial statements, the Group’s operating company in Canada, Imperial Tobacco Canada (“Imperial”), has received an unfavorable judgment on the smoking and health class actions certified by the Quebec Superior Court. As a result of this judgment, Imperial has filed for creditor protection under the Companies’ Creditors Arrangement Act (the “CCAA”) and has asked the Ontario Superior Court to stay all pending or contemplated litigation against Imperial in order to resolve all of the outstanding litigation across the country.

We identified the evaluation of the Canadian legal proceedings as a critical audit matter because complex and subjective auditor judgment was required in evaluating the Group’s assessment of the relevant law, historical and pending court rulings, and the Group’s ability to estimate the likelihood and extent of any future economic outflow arising from the ultimate resolution of the Canadian litigation.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the legal exposure process including controls related to the interpretation of relevant law and related court rulings and estimation of the likelihood and extent of any future economic outflow arising from the ultimate resolution of the Canadian litigation. In addition, we assessed the Canadian legal proceedings by:

 

  -

reading letters received directly from the Group’s external and internal legal counsel that evaluated the current status of the Canadian legal proceedings. We further inquired of internal legal counsel to evaluate their basis for conclusions in their letter; and

 

  -

assessing relevant historical and recent judgments passed by the judicial court authorities in relation to the Canadian litigation and read the related Canadian court rulings in order to challenge Imperial’s interpretation of the Canadian legal proceedings.

/s/ KPMG LLP

We have served as the Group’s auditor since 2015.

London, United Kingdom

February 10, 2022


Group Income Statement

          For the years ended 31 December  
     Notes     

2021

£m

          

2020

£m

          

2019

£m

 

Revenue (1)

   2        25,684          25,776          25,877  

Raw materials and consumables used

        (4,542        (4,583        (4,599

Changes in inventories of finished goods and work in progress

        160          445          162  

Employee benefit costs

   3        (2,717        (2,744        (3,221

Depreciation, amortisation and impairment costs

   4        (1,076        (1,450        (1,512

Other operating income

   5        196          188          163  

Loss on reclassification from amortised cost to fair value

           (3        (3        (3

Other operating expenses

   6        (7,468        (7,667        (7,851

Profit from operations

   2        10,234          9,962          9,016  

Net finance costs

   8        (1,486        (1,745        (1,602

Share of post-tax results of associates and joint ventures

   2, 9        415          455          498  

Profit before taxation

        9,163          8,672          7,912  

Taxation on ordinary activities

   10        (2,189        (2,108        (2,063

Profit for the year

        6,974          6,564          5,849  
                                 

Attributable to:

               

Owners of the parent

        6,801          6,400          5,704  

Non-controlling interests

        173          164          145  
        6,974          6,564          5,849  
                                 

Earnings per share

               

Basic

   11        296.9p          280.0p          249.7p  

Diluted

   11        295.6p          278.9p          249.0p  
                                 

(1) Revenue is net of duty, excise and other taxes of £38,595 million, £39,172 million and £39,826 million for the years ended 31 December 2021, 2020 and 2019, respectively.

The accompanying notes are an integral part of these consolidated financial statements.

 

1


Group Statement of Comprehensive Income

         For the years ended 31 December  
    Notes     

2021

£m

          

2020

£m

          

2019

£m

 

Profit for the year

       6,974          6,564          5,849  

Other comprehensive income/(expense)

              

Items that may be reclassified subsequently to profit or loss:

       509          (2,997        (3,216

Foreign currency translation and hedges of net investments in foreign operations

                            

– differences on exchange from translation of foreign operations

       32          (2,597        (2,967

– reclassified and reported in profit for the year

 

22(c)  

     291          -          -  

– net investment hedges – net fair value gains/(losses) on derivatives

       75          (16        21  

– net investment hedges – differences on exchange on borrowings

       24          (163        (18

Cash flow hedges

                    

– net fair value gains/(losses)

       95          (257        (246

– reclassified and reported in profit for the year

       32          90          53  

– tax on net fair value (gains)/losses in respect of cash flow hedges

 

10(f)  

     (32        44          56  

Investments held at fair value

                    

– net fair value gains

 

18  

     9          -          -  

Associates – share of OCI, net of tax

 

9  

     (17        (98        (115

Items that will not be reclassified subsequently to profit or loss:

       313          55          (507

Retirement benefit schemes

                                

– net actuarial gains/(losses)

 

15  

     382          105          (582

– surplus recognition

 

15  

     (1        10          (7

– tax on actuarial (gains)/losses in respect of subsidiaries

 

10(f)  

     (82        (26        75  

Associates – share of OCI, net of tax

 

9  

     14          (34        7  

Total other comprehensive income/(expense) for the year, net of tax

       822          (2,942        (3,723

Total comprehensive income for the year, net of tax

       7,796          3,622          2,126  
                                

Attributable to:

              

Owners of the parent

       7,622          3,474          2,000  

Non-controlling interests

       174          148          126  
             7,796                3,622                2,126  
                                

The accompanying notes are an integral part of these consolidated financial statements.

 

2


Group Statement of Changes in Equity

 

          Attributable to owners of the parent                      
      Notes   

Share

capital

£m

    

Share premium,

capital redemption

and merger reserves

£m

    

Other

reserves

£m

   

Retained

earnings

£m

   

Total

      attributable

to owners

of parent

£m

   

Perpetual
hybrid
bonds

£m

    

Non-

controlling

interests

£m

    

Total equity

£m

 

Balance at 1 January 2021

        614        26,618        (6,600)       42,041       62,673       -        282        62,955  

Total comprehensive income for the year comprising:

          -        -        523       7,099       7,622       -        174        7,796  
Profit for the year         -        -        -       6,801       6,801       -        173        6,974  
Other comprehensive income for the year           -        -        523       298       821       -        1        822  

Other changes in equity

                       

Cash flow hedges reclassified and reported in total assets

        -        -        45       -       45       -        -        45  

Employee share options

                       

– value of employee services

  

28

     -        -        -       76       76       -        -        76  

– treasury shares used for share option schemes

        -        4        -       (4)       -       -        -        -  

Dividends and other appropriations

                       

– ordinary shares

  

22(f)

     -        -        -       (4,904)       (4,904)       -        -        (4,904)  

– to non-controlling interests

        -        -        -       -       -       -        (162)        (162)  

Purchase of own shares

                       

– held in employee share ownership trusts

        -        -        -       (82)       (82)       -        -        (82)  

Perpetual hybrid bonds

                       

– proceeds, net of issuance fees

  

22(d)

     -        -        -       -       -       1,681        -        1,681  

– tax on issuance fees

        -        -        -       -       -       4        -        4  

– coupons paid

        -        -        -       (6)       (6)       -        -        (6)  

– tax on coupons paid

        -        -        -       1       1       -        -        1  

Non-controlling interests – acquisitions

  

27(b)

     -        -        -       (5     (5     -        -        (5

Other movements – non-controlling interests

  

27(b)

     -        -        -       -       -       -        6        6  

Other movements

          -        -        -       (4     (4     -        -        (4

Balance at 31 December 2021

          614        26,622        (6,032     44,212       65,416       1,685        300        67,401  
                                                                           

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3


Group Statement of Changes in Equity

 

            Attributable to owners of the parent              
     

 

 

     
      Notes     

Share

capital

£m

    

Share premium,

capital redemption

and merger reserves

£m

    

Other

reserves

£m

   

Retained

earnings

£m

   

Total

     attributable

to owners

of parent

£m

   

Non-

controlling

interests

£m

   

Total equity

£m

 

Balance at 1 January 2020

        614        26,609        (3,555     40,234       63,902       258       64,160  

Total comprehensive income for the year comprising:

              -        -        (3,012     6,486       3,474       148       3,622  
   
Profit for the year         -        -        -       6,400       6,400       164       6,564  
Other comprehensive (expense)/income for the year               -        -        (3,012     86       (2,926     (16     (2,942

Other changes in equity

                   

Cash flow hedges reclassified and reported in total assets

        -        -        (33     -       (33     -       (33

Employee share options

                   

– value of employee services

     28        -        -        -       88       88       -       88  

– proceeds from new shares issued

        -        2        -       -       2       -       2  

– treasury shares used for share option schemes

        -        7        -       (7     -       -       -  

Dividends and other appropriations

                   

– ordinary shares

     22(f)        -        -        -       (4,747     (4,747     -       (4,747

– to non-controlling interests

        -        -        -       -       -       (141     (141

Purchase of own shares

                   

– held in employee share ownership trusts

        -        -        -       (17     (17     -       (17

Other movements non-controlling interests

     27(b)        -        -        -       -       -       17       17  

Other movements

              -        -        -       4       4       -       4  

Balance at 31 December 2020

        614        26,618        (6,600     42,041       62,673       282       62,955  
                                                                     

The accompanying notes are an integral part of these consolidated financial statements.

 

4


            Attributable to owners of the parent                  
      Notes     

Share

capital

£m

    

Share premium,

capital redemption

and merger reserves

£m

    

Other

reserves

£m

   

Retained

earnings

£m

   

Total

     attributable

to owners

of parent

£m

   

Non-

controlling

interests

£m

   

Total equity

£m

      

Balance at 1 January 2019

        614        26,606        (333     38,557       65,444       244       65,688    

Total comprehensive income for the year comprising:

              -        -        (3,190     5,190       2,000       126       2,126      
Profit for the year         -        -        -       5,704       5,704       145       5,849      
Other comprehensive expense for the year               -        -        (3,190     (514     (3,704     (19     (3,723    

Other changes in equity

                     

Cash flow hedges reclassified and reported in total assets

        -        -        (32     -       (32     -       (32  

Employee share options

                     

– value of employee services

     28        -        -        -       115       115       -       115    

– proceeds from shares issued

        -        3        -       -       3       -       3    

Dividends and other appropriations

                     

– ordinary shares

        -        -        -       (3,476     (3,476     -       (3,476  

– to non-controlling interests

        -        -        -       -       -       (148     (148  

Purchase of own shares

                     

– held in employee share ownership trusts

        -        -        -       (117     (117     -       (117  

Other movements non-controlling interests

     27(a),(b)        -        -        -       -       -       36       36    

Other movements

              -        -        -       (35     (35     -       (35    

Balance at 31 December 2019

              614        26,609        (3,555     40,234       63,902       258       64,160      
                                                                         

The accompanying notes are an integral part of these consolidated financial statements.

 

5


Group Balance Sheet

 

    Notes       

2021

£m

          

31 December

2020

£m

 
Assets          
Intangible assets     12          115,625          115,343  
Property, plant and equipment     13          4,953          5,060  
Investments in associates and joint ventures     14          1,948          1,796  
Retirement benefit assets     15          918          714  
Deferred tax assets     16          611          534  
Trade and other receivables     17          210          242  
Investments held at fair value     18          50          22  
Derivative financial instruments     19          243          367  
Total non-current assets        124,558          124,078  
Inventories     20          5,279          5,998  
Income tax receivable               117          79  
Trade and other receivables     17          3,951          3,721  
Investments held at fair value     18          456          242  
Derivative financial instruments     19          182          430  
Cash and cash equivalents     21          2,809          3,139  
       12,794          13,609  
Assets classified as held-for-sale        13          3  
Total current assets        12,807          13,612  
Total assets        137,365          137,690  
                             
Equity – capital and reserves          
Share capital     22(a)          614          614  
Share premium, capital redemption and merger reserves     22(b)          26,622          26,618  
Other reserves     22(c)          (6,032        (6,600
Retained earnings     22(c)          44,212          42,041  
Owners of the parent        65,416          62,673  
Perpetual hybrid bonds     22(d)          1,685          -  
Non-controlling interests     22(e)          300          282  
Total equity        67,401          62,955  
Liabilities          
Borrowings     23          35,666          39,927  
Retirement benefit liabilities     15          1,239          1,524  
Deferred tax liabilities     16          16,462          16,314  
Other provisions for liabilities     24          392          387  
Trade and other payables     25          982          1,064  
Derivative financial instruments     19          79          41  
Total non-current liabilities        54,820          59,257  
Borrowings     23          3,992          4,041  
Income tax payable        879          868  
Other provisions for liabilities     24          461          598  
Trade and other payables     25          9,577          9,693  
Derivative financial instruments     19          235          278  
Total current liabilities        15,144          15,478  
Total equity and liabilities        137,365          137,690  
                             

 

The accompanying notes are an integral part of these consolidated financial statements.

On behalf of the Board

Luc Jobin

Chairman

10 February 2022

 

6


Group Cash Flow Statement

 

         For the years ended 31 December  
     Notes    

2021

£m

          

2020

£m

          

2019

£m

 

Profit for the year

       6,974          6,564          5,849  

Taxation on ordinary activities

       2,189          2,108          2,063  

Share of post-tax results of associates and joint ventures

       (415        (455        (498

Net finance costs

       1,486          1,745          1,602  

Profit from operations

       10,234          9,962          9,016  

Adjustments for

              

– depreciation, amortisation and impairment costs

     4         1,076          1,450          1,512  

– decrease/(increase) in inventories

       433          (144        (371

– (increase)/decrease in trade and other receivables

       (393        300          (699

– decrease in receivables related to the charge in respect of the Quebec Class Actions

     24         -          -          436  

– (decrease)/increase in Master Settlement Agreement payable

     6         (36        369          (124

– increase/(decrease) in trade and other payables

       183          (320        730  

– decrease in net retirement benefit liabilities

       (104        (96        (40

– (decrease)/increase in other provisions for liabilities

       (145        -          382  

– other non-cash items

     27(d)         430          46          106  

Cash generated from operating activities

       11,678          11,567          10,948  

Dividends received from associates

       353          351          252  

Tax paid

       (2,314        (2,132        (2,204

Net cash generated from operating activities

       9,717          9,786          8,996  

Cash flows from investing activities

              

Interest received

       33          48          80  

Purchases of property, plant and equipment

       (527        (511        (664

Proceeds on disposal of property, plant and equipment

       31          44          34  

Purchases of intangibles

       (218        (244        (151

Purchases of investments

       (369        (343        (191

Proceeds on disposals of investments

       141          184          339  

Investment in associates and acquisitions of other subsidiaries net of cash acquired

       (133        39          (86

Disposal of subsidiary, net of cash disposed of

     27(d)         (98        -          -  

Net cash used in investing activities

       (1,140        (783        (639

Cash flows from financing activities

              

Interest paid on borrowings and financing related activities

       (1,479        (1,737        (1,601

Interest element of lease liabilities

       (23        (26        (32

Capital element of lease liabilities

       (154        (164        (154

Proceeds from increases in and new borrowings

       978          9,826          4,247  

Reductions in and repayments of borrowings

       (4,843        (10,633        (5,640

Inflows/(outflows) relating to derivative financial instruments

       229          (283        (564

Purchases of own shares held in employee share ownership trusts

       (82        (18        (117

Proceeds from the issue of perpetual hybrid bonds, net of issuance costs

     22(d)         1,681          -          -  

Coupon paid on perpetual hybrid bonds

       (6        -          -  

Dividends paid to owners of the parent

       (4,904        (4,745        (4,598

Capital injection from and purchases of non-controlling interests

     30         1          17          20  

Dividends paid to non-controlling interests

       (150        (136        (157

Other

       3          2          3  

Net cash used in financing activities

       (8,749        (7,897        (8,593

Net cash flows (used in)/generated from operating, investing and financing activities

       (172        1,106          (236

Differences on exchange

       (253        (253        (57
    

 

 

      

 

 

      

 

 

 

(Decrease)/increase in net cash and cash equivalents in the year

       (425        853          (293

Net cash and cash equivalents at 1 January

       2,888          2,035          2,328  

Net cash and cash equivalents at 31 December

     21         2,463          2,888          2,035  
                                

The accompanying notes are an integral part of these consolidated financial statements.

 

7


Notes to the Consolidated Financial Statements

1 Accounting policies

Basis of preparation

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and UK-adopted international accounting standards. UK-adopted international accounting standards differ in certain respects from IFRS as issued by the IASB. The differences have no impact on the Group’s consolidated financial statements for the periods presented.

The consolidated financial statements have been prepared on a going concern basis under the historical cost convention except as described in the accounting policy below on financial instruments. In performing its going concern assessment, management considered forecasts and liquidity requirements within the going concern period. This includes the impact of COVID-19, as well as the payments arising from the Master Settlement Agreement due in the U.S. in 2022 and other known liabilities or future payments (including interim dividends), as they fall due.

The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the date of the financial statements. The key estimates and assumptions are set out in the accounting policies below, together with the related notes to the accounts.

The critical accounting judgements include:

 

-

the identification and quantification of adjusting items, which are separately disclosed as memorandum information, is explained below and the impact of these on the calculation of adjusted earnings per share is described in note 11;

 

-

the determination as to whether to recognise provisions and the exposures to contingent liabilities related to pending litigation or other outstanding claims, as well as other contingent liabilities. The accounting policy on contingent liabilities, which are not provided for, is set out below and the contingent liabilities of the Group are explained in note 31. Judgement is necessary to assess the likelihood that a pending claim is probable (more likely than not to succeed), possible or remote;

 

-

the determination as to whether control (subsidiaries), joint control (joint arrangements), or significant influence (associates) exists in relation to the investments held by the Group. This is assessed after taking into account the Group’s ability to appoint Directors to the entity’s Board, its relative shareholding compared with other shareholders, any significant contracts or arrangements with the entity or its other shareholders and other relevant facts and circumstances. The application of these policies to Group subsidiaries in territories including Canada is explained in note 32;

 

-

the review of applicable exchange rates for transactions with and translation of entities in territories where there are restrictions on the free access to foreign currency, or multiple exchange rates; and

 

-

the determination as to whether perpetual hybrid bonds should be classified as equity instead of borrowings (note 22(d)).

The critical accounting estimates include:

 

-

the review of asset values, especially indefinite life assets such as goodwill and certain trademarks and similar intangibles. The key assumptions used in respect of the impairment testing are the determination of cash-generating units, the budgeted and forecast cash flows of these units, the long-term growth rate for cash flow projections and the rate used to discount the cash flow projections. These are described in note 12;

 

-

the estimation of and accounting for retirement benefit costs. The determination of the carrying value of assets and liabilities, as well as the charge for the year, and amounts recognised in other comprehensive income, involves judgements made in conjunction with independent actuaries. These involve estimates about uncertain future events based on the environment in different countries, including life expectancy of scheme members, salary and pension increases, inflation, as well as discount rates and asset values at the year-end. The assumptions used by the Group and sensitivity analysis are described in note 15; and

 

-

the estimation of amounts to be recognised in respect of taxation and legal matters, and the estimation of other provisions for liabilities and charges are subject to uncertain future events, may extend over several years and so the amount and/or timing may differ from current assumptions. The accounting policy for taxation is explained below. The recognised deferred tax assets and liabilities, together with a note of unrecognised amounts, are shown in note 16, and a contingent tax asset is explained in note 10(b). Other provisions for liabilities and charges are as set out in note 24. Litigation related deposits are shown in note 17. The application of these accounting policies to the payments made and credits recognised under the Master Settlement Agreement by Reynolds American Inc. (Reynolds American) is described in note 6(b).

Such estimates and assumptions are based on historical experience and various other factors that are believed to be reasonable in the circumstances and constitute management’s best judgement at the date of the financial statements. In the future, actual experience may deviate from these estimates and assumptions, which could affect the financial statements as the original estimates and assumptions are modified, as appropriate, in the year in which the circumstances change.

These consolidated financial statements were authorised for issue by the Board of Directors on 10 February 2022.

 

8


Basis of consolidation

The consolidated financial information includes the financial statements of British American Tobacco p.l.c. and its subsidiary undertakings, collectively ‘the Group’, together with the Group’s share of the results of its associates and joint arrangements.

A subsidiary is an entity controlled by the Group. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Non-controlling interests represent the share of earnings or equity in subsidiaries that is not attributable, directly or indirectly, to shareholders of the Group.

Associates comprise investments in undertakings, which are not subsidiary undertakings or joint arrangements, where the Group’s interest in the equity capital is long-term and over whose operating and financial policies the Group exercises a significant influence. They are accounted for using the equity method.

Joint arrangements comprise contractual arrangements where two or more parties have joint control and where decisions regarding the relevant activities of the entity require unanimous consent.

Joint operations are jointly-controlled arrangements where the parties to the arrangement have rights to the underlying assets and obligations for the underlying liabilities relating to the arrangement. The Group accounts for its share of the assets, liabilities, income and expenses of any such arrangement.

Joint ventures comprise arrangements where the parties to the arrangement have rights to the net assets of the arrangement. They are accounted for using the equity method.

Foreign currencies and hyperinflationary territories

The functional currency of the Parent Company is sterling and this is also the presentation currency of the Group. The income and cash flow statements of Group undertakings expressed in currencies other than sterling are translated to sterling using exchange rates applicable to the dates of the underlying transactions. Average rates of exchange in each year are used where the average rate approximates the relevant exchange rate at the date of the underlying transactions. Assets and liabilities of Group undertakings are translated at the applicable rates of exchange at the end of each year. In territories where there are restrictions on the free access to foreign currency or multiple exchange rates, the applicable rates of exchange are regularly reviewed.

The differences between retained profits translated at average and closing rates of exchange are taken to reserves, as are differences arising on the retranslation to sterling (using closing rates of exchange) of overseas net assets at the beginning of the year, and are presented as a separate component of equity. They are recognised in the income statement when the gain or loss on disposal of a Group undertaking is recognised.

Foreign currency transactions are initially recognised in the functional currency of each entity in the Group using the exchange rate ruling at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of foreign currency assets and liabilities at year-end rates of exchange are recognised in the income statement, except when deferred in equity as qualifying cash flow hedges, on intercompany net investment loans and qualifying net investment hedges. Foreign exchange gains or losses recognised in the income statement are included in profit from operations or net finance costs depending on the underlying transactions that gave rise to these exchange differences.

In addition, for hyperinflationary countries where the effect on the Group results would be significant, the financial statements in local currency are adjusted to reflect the impact of local inflation prior to translation into sterling, in accordance with IAS 29 Financial Reporting in Hyperinflationary Economies. Where applicable, IAS 29 requires all transactions to be indexed by an inflationary factor to the balance sheet date, potentially leading to a monetary gain or loss on indexation. In addition, the Group assesses the carrying value of fixed assets after indexation and applies IAS 36 Impairment of Assets, where appropriate, to ensure that the carrying value correctly reflects the economic value of such assets.

The results and balance sheets of operations in hyperinflationary territories are translated at the period end rate. In the case of Venezuela, the Group uses an estimated exchange rate calculated by reflecting the development of the general price index since the Group last achieved meaningful repatriation of dividends.

Revenue

Revenue principally comprises sales of cigarettes, other tobacco products, and nicotine products, to external customers. Revenue excludes duty, excise and other taxes related to sales in the period and is stated after deducting rebates, returns and other similar discounts and payments to direct and indirect customers. For vast majority of the Group’s sales, revenue is recognised when control of the goods is transferred to a customer at a point in time; this is usually evidenced by a transfer of the significant risks and rewards of ownership upon delivery to the customer, which in terms of timing is not materially different to the date of shipping.

Retirement benefit costs

The Group operates both defined benefit and defined contribution schemes including post-retirement healthcare schemes. For defined benefit schemes, the actuarial cost charged to profit from operations consists of current service cost, net interest on the net defined benefit liability or asset, past service cost and the impact of any settlements. The net deficit or surplus for each defined benefit pension scheme is calculated in accordance with IAS 19 Employee Benefits based on the present value of the defined benefit obligation at the balance sheet date less the fair value of the scheme assets adjusted, where appropriate, for any surplus restrictions or the effect of minimum funding requirements. Some benefits are provided through defined contribution schemes and payments to these are charged as an expense as they fall due.

Share-based payments

The Group has equity-settled and cash-settled share-based compensation plans.

 

9


Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed over the vesting period, based on the Group’s estimate of awards that will eventually vest. For plans where vesting conditions are based on total shareholder returns, the fair value at date of grant reflects these conditions, whereas earnings per share vesting conditions are reflected in the calculation of awards that will eventually vest over the vesting period.

For cash-settled share-based payments, a liability equal to the portion of the services received is recognised at its current fair value determined at each balance sheet date.

Fair value is measured by the use of the Black-Scholes option pricing model, except where vesting is dependent on market conditions when the Monte-Carlo option pricing model is used. The expected life used in the models has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

Research and development

Research expenditure is charged to income in the year in which it is incurred. Development expenditure is charged to income in the year it is incurred, unless it meets the recognition criteria of IAS 38 Intangible Assets to be capitalised as an intangible asset.

Taxation

Taxation is chargeable on the profits for the period, together with deferred taxation. The current income tax charge is calculated on the basis of tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group’s subsidiaries, associates and joint arrangements operate and generate taxable income.

Deferred taxation is provided in full using the liability method for temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amount used for taxation purposes. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.

Deferred tax is determined using the tax rates that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or deferred tax liability is settled.

Tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case it is recognised in the statement of other comprehensive income or the statement of changes in equity.

The Group has exposures in respect of the payment or recovery of a number of taxes. With effect from 1 January 2019, the Group adopted the requirements of IFRIC 23 Uncertainty over Income Tax Treatments which requires that, where there is uncertainty as to whether a particular tax treatment will be accepted by the relevant taxation authority, the financial statements reflect the probable outcome with estimated amounts determined based on the most likely amount or expected value, depending on which method is expected to better predict the resolution of the uncertainty. Prior to 1 January 2019, liabilities or assets for these payments or recoveries were recognised at such time as an outcome became probable and when the amount could reasonably be estimated.

Goodwill

Goodwill arising on acquisitions is capitalised and any impairment of goodwill is recognised immediately in the income statement and is not subsequently reversed.

Goodwill in respect of subsidiaries is included in intangible assets. In respect of associates and joint ventures, goodwill is included in the carrying value of the investment in the associated company or joint venture. On disposal of a subsidiary, associate or joint venture, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

Intangible assets other than goodwill

The intangible assets shown on the Group balance sheet consist mainly of trademarks and similar intangibles, including certain intellectual property, acquired by the Group’s subsidiary undertakings and computer software.

Acquired trademarks and similar assets are carried at cost less accumulated amortisation and impairment. Trademarks with indefinite lives are not amortised but are reviewed annually for impairment. Other trademarks and similar assets are amortised on a straight-line basis over their remaining useful lives, consistent with the pattern of economic benefits expected to be received, which do not exceed 20 years. Any impairments of trademarks are recognised in the income statement, but increases in trademark values are not recognised.

Computer software is carried at cost less accumulated amortisation and impairment, and, with the exception of global software solutions, is amortised on a straight-line basis over periods ranging from three years to five years. Global software solutions are software assets designed to be implemented on a global basis and used as a standard solution by all of the operating companies in the Group. Prior to 2021, these assets were amortised on a straight-line basis over periods not exceeding 10 years. Since 2021, global software solutions are amortised on a straight-line basis over periods not exceeding 13 years. The revision in useful economic life is a result of ongoing use of global software solutions due to the extension of third-party supplier support. In 2021 and 2022, the estimated impact of this change in accounting estimate is a reduction in annual amortisation expense of £26 million and, in 2023, a reduction in annual amortisation expense of £12 million.

 

10


Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation is calculated on a straight-line basis to write off the assets over their useful economic life. No depreciation is provided on freehold land or assets classified as held-for-sale. Freehold and leasehold property are depreciated at rates between 2.5% and 4% per annum, and plant and equipment at rates between 3% and 25% per annum.

Capitalised interest

Borrowing costs which are directly attributable to the acquisition, construction or production of intangible assets or property, plant and equipment that takes a substantial period of time to get ready for its intended use or sale, are capitalised as part of the cost of the asset.

Leased assets

With effect from 1 January 2019, the Group has applied IFRS 16 Leases to contractual arrangements which are, or contain, leases of assets, and consequently recognises right-of-use assets and lease liabilities at the commencement of the leasing arrangement, with the assets included as part of property, plant and equipment in note 13 and the liabilities included as part of borrowings in note 23.

In adopting IFRS 16, the Group applied the modified retrospective approach with no restatement of prior periods, as permitted by the Standard. The Group took advantage of certain practical expedients available under the Standard, including ‘grandfathering’ previously recognised lease arrangements such that contracts were not reassessed at the implementation date as to whether they were, or contained, a lease, and leases previously classified as finance leases under IAS 17 Leases remained capitalised on the adoption of IFRS 16.

For leasing arrangements entered into after 1 January 2019, the Group has also adopted several practical expedients available under the Standard including not applying the requirements of IFRS 16 to leases of intangible assets, applying the portfolio approach where appropriate to do so, and to not apply the recognition and measurement requirements of IFRS 16 to short-term leases (leases of less than 12 months maximum duration) or leases of low-value assets. Except for property-related leases, non-lease components have not been separated from lease components.

Lease liabilities are initially recognised at an amount equal to the present value of estimated contractual lease payments at the inception of the lease, after taking into account any options to extend the term of the lease. Lease commitments are discounted to present value using the interest rate implicit in the lease if this can be readily determined, or the applicable incremental rate of borrowing, as appropriate. Right-of-use lease assets are initially recognised at an amount equal to the lease liability, adjusted for initial direct costs in relation to the assets, then depreciated over the shorter of the lease term and their estimated useful lives.

Prior to 1 January 2019, the Group applied IAS 17 Leases. Arrangements where the Group had substantially all the risks and rewards of ownership of the leased asset were classified as finance leases and were included as part of property, plant and equipment. Under IAS 17, leases which were not classified as finance leases were classified as operating leases and such arrangements were not capitalised. Rental payments under operating leases were charged to operating profit on a straight-line basis over the lease term.

Impairment of non-financial assets

Assets are reviewed for impairment whenever events indicate that the carrying amount of a cash-generating unit may not be recoverable. In addition, assets that have indefinite useful lives are tested annually for impairment. An impairment loss is recognised to the extent that the carrying value exceeds the higher of the asset’s fair value less costs to sell and its value-in-use.

A cash-generating unit is the smallest identifiable group of assets that generates cash flows which are largely independent of the cash flows from other assets or groups of assets. At the acquisition date, any goodwill acquired is allocated to the relevant cash-generating unit or group of cash-generating units expected to benefit from the acquisition for the purpose of impairment testing of goodwill.

Impairment of financial assets held at amortised cost

Loss allowances for expected credit losses on financial assets which are held at amortised cost are recognised on initial recognition of the underlying asset. As permitted by IFRS 9 Financial Instruments, loss allowances on trade receivables arising from the recognition of revenue under IFRS 15 Revenue from Contracts with Customers are initially measured at an amount equal to lifetime expected losses. Allowances in respect of loans and other receivables are initially recognised at an amount equal to 12-month expected credit losses. Allowances are measured at an amount equal to the lifetime expected credit losses where the credit risk on the receivables increases significantly after initial recognition.

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is based on the weighted average cost incurred in acquiring inventories and bringing them to their existing location and condition, which will include raw materials, direct labour and overheads, where appropriate. Net realisable value is the estimated selling price less costs to completion and sale. Tobacco inventories which have an operating cycle that exceeds 12 months are classified as current assets, consistent with recognised industry practice.

Biological Assets

The investments in associates and joint ventures shown in the Group balance sheet include biological assets held by Organigram Holdings Inc. In accordance with IAS 41 Agriculture, the Group measures biological assets at fair value less costs to sell up to the

 

11


point of harvest, at which point this becomes the basis for the cost of finished goods inventories after harvest with subsequent expenditures incurred on these being capitalised, where applicable, in accordance with IAS 2 Inventories. Unrealised fair value gains and losses arising during the growth of biological assets are recognised immediately in the income statement.

Equity instruments

Instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements. Instruments that cannot be settled in the Group’s own equity instruments and that include no contractual obligation to deliver cash or another financial asset are classified as equity. Equity instruments issued by the Group are recognised at the proceeds received, net of issuance costs.

On 27 September 2021, the Group issued two 1 billion perpetual hybrid bonds. As the Group has the unconditional right to avoid transferring cash or another financial asset in relation to these bonds, they are classified as equity instruments in the consolidated financial statements.

Financial instruments

The Group’s business model for managing financial assets is set out in the Group Treasury Manual which notes that the primary objective with regard to the management of cash and investments is to protect against the loss of principal. Additionally, the Group aims: to maximise Group liquidity by concentrating cash at the Centre, to align the maturity profile of external investments with that of the forecast liquidity profile, to wherever practicable, match the interest rate profile of external investments to that of debt maturities or fixings, and to optimise the investment yield within the Group’s investment parameters. The majority of financial assets are held in order to collect contractual cash flows (typically cash and cash equivalents and loans and other receivables), but some assets (typically investments) are held for investment potential.

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the relevant instrument and derecognised when it ceases to be a party to such provisions. Such assets and liabilities are classified as current if they are expected to be realised or settled within 12 months after the balance sheet date. If not, they are classified as non-current. In addition, current liabilities include amounts where the entity does not have an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

The Group early adopted the phase one and phase two Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures regarding Interest Rate Benchmark Reform in 2019 and 2020 respectively. The Amendments provide an exemption for certain hedging relationships directly affected by changes in interest rate benchmarks where the reform gives rise to uncertainties regarding the interest rate designated as a hedged risk, or the timing or amount of interest rate cashflows of either the hedged item or of the hedging instrument, such that without the exemption the relationship might not qualify for hedge accounting. In addition, the Amendments provide a practical expedient for financial assets and financial liabilities that are modified or have existing contractual terms activated that change the basis for determining the contractual cash flows as a result of Interest Rate Benchmark Reform, such that the change to the contractual cash flows is applied prospectively by revising the effective interest rate.

Non-derivative financial assets are classified on initial recognition in accordance with the Group’s business model as investments, loans and receivables, or cash and cash equivalents and accounted for as follows:

 

-

Investments: these are non-derivative financial assets that cannot be classified as loans and other receivables or cash and cash equivalents. Dividend and interest income on these investments are included within finance income when the Group’s right to receive payments is established. This category includes financial assets at fair value through profit and loss and financial assets at fair value through other comprehensive income.

 

-

Loans and other receivables: these are non-derivative financial assets with fixed or determinable payments that are solely payments of principal and interest on the principal amount outstanding, that are primarily held in order to collect contractual cash flows. These balances include trade and other receivables, which are measured at amortised cost, using the effective interest rate method, and stated net of allowances for credit losses, and deposits with banks and other financial institutions which cannot be classified as cash and cash equivalents. In addition, as explained in note 17, certain litigation related deposits are recognised as assets within loans and other receivables where management has determined that these payments represent a resource controlled by the entity as a result of past events. These deposits are held at the fair value of consideration transferred less impairment, if applicable, and have not been discounted.

 

-

Cash and cash equivalents: cash and cash equivalents include cash in hand and deposits held on call, together with other short-term highly liquid investments including investments in certain money market funds. Cash equivalents normally comprise instruments with maturities of three months or less at their date of acquisition. In the cash flow statement, cash and cash equivalents are shown net of bank overdrafts, which are included as current borrowings in the liabilities section on the balance sheet.

Fair values for quoted investments are based on observable market prices. If there is no active market for a financial asset, the fair value is established by using valuation techniques principally involving discounted cash flow analysis.

Non-derivative financial liabilities, including borrowings and trade payables, are stated at amortised cost using the effective interest method. For borrowings, their carrying value includes accrued interest payable, as well as unamortised issue costs. As shown in note 23, certain borrowings are subject to fair value hedges, as defined below.

 

12


Derivative financial assets and liabilities are initially recognised, and subsequently measured, at fair value, which includes accrued interest receivable and payable where relevant. Changes in their fair values are recognised as follows:

 

-

for derivatives that are designated as cash flow hedges, the changes in their fair values are recognised directly in other comprehensive income, to the extent that they are effective, with the ineffective portion being recognised in the income statement. Where the hedged item results in a non-financial asset, the accumulated gains and losses, previously recognised in other comprehensive income, are included in the initial carrying value of the asset (basis adjustment) and recognised in the income statement in the same periods as the hedged item. Where the underlying transaction does not result in such an asset, the accumulated gains and losses are reclassified to the income statement in the same periods as the hedged item;

 

-

for derivatives that are designated as fair value hedges, the carrying value of the hedged item is adjusted for the fair value changes attributable to the risk being hedged, with the corresponding entry being made in the income statement. The changes in fair value of these derivatives are also recognised in the income statement;

 

-

for derivatives that are designated as hedges of net investments in foreign operations, the changes in their fair values are recognised directly in other comprehensive income, to the extent that they are effective, with the ineffective portion being recognised in the income statement. Where non-derivatives such as foreign currency borrowings are designated as net investment hedges, the relevant exchange differences are similarly recognised. The accumulated gains and losses are reclassified to the income statement when the foreign operation is disposed of; and

 

-

for derivatives that do not qualify for hedge accounting or are not designated as hedges, the changes in their fair values are recognised in the income statement in the period in which they arise. These are referred to as ‘held-for-trading’.

In order to qualify for hedge accounting, the Group is required to document prospectively the economic relationship between the item being hedged and the hedging instrument. The Group is also required to demonstrate an assessment of the economic relationship between the hedged item and the hedging instrument, which shows that the hedge will be highly effective on an ongoing basis. This effectiveness testing is re-performed periodically to ensure that the hedge has remained, and is expected to remain, highly effective.

Hedge accounting is discontinued when a hedging instrument is derecognised (e.g. through expiry or disposal), or no longer qualifies for hedge accounting. Where the hedged item is a highly probable forecast transaction, the related gains and losses remain in equity until the transaction takes place, when they are reclassified to the income statement in the same manner as for cash flow hedges as described above. When a hedged future transaction is no longer expected to occur, any related gains and losses, previously recognised in other comprehensive income, are immediately reclassified to the income statement.

Derivative fair value changes recognised in the income statement are either reflected in arriving at profit from operations (if the hedged item is similarly reflected) or in finance costs.

Dividends

The Company pays interim quarterly dividends, and the Group recognises the interim dividend in the period in which it is paid.

Segmental analysis

The Group is organised and managed on the basis of its geographic regions. These are the reportable segments for the Group as they form the focus of the Group’s internal reporting systems and are the basis used by the chief operating decision maker, identified as the Management Board, for assessing performance and allocating resources.

The Group is primarily a single product business providing cigarettes and other tobacco products. While the Group has clearly differentiated brands, global segmentation between a wide portfolio of brands is not part of the regular internally reported financial information. The results of New Category products are reported as part of the results of each geographic region, and currently individually and in aggregate represent less than 10% of the Group’s revenue and operating profit in total.

The prices agreed between Group companies for intra-group sales of materials, manufactured goods, charges for royalties, commissions, services and fees, are based on normal commercial practices which would apply between independent businesses. Royalty income, less related expenditure, is included in the region in which the licensor is based.

Adjusting items

Adjusting items are significant items of income or expense in revenue, profit from operations, net finance costs, taxation and the Group’s share of the post-tax results of associates and joint ventures which individually or, if of a similar type, in aggregate, are relevant to an understanding of the Group’s underlying financial performance because of their size, nature or incidence. In identifying and quantifying adjusting items, the Group consistently applies a policy that defines criteria that are required to be met for an item to be classified as adjusting. These items are separately disclosed in the segmental analyses or in the notes to the accounts as appropriate.

The Group believes that these items are useful to users of the Group financial statements in helping them to understand the underlying business performance and are used to derive the Group’s principal non-GAAP measures of adjusted revenue, adjusted profit from operations and adjusted diluted earnings per share, all of which are before the impact of adjusting items and which are reconciled from revenue, profit from operations and diluted earnings per share.

Provisions

Provisions are recognised when either a legal or constructive obligation as a result of a past event exists at the balance sheet date, it is probable that an outflow of economic resources will be required to settle the obligation and a reasonable estimate can be made of the amount of the obligation.

 

13


Contingent liabilities and contingent assets

Subsidiaries and associate companies are defendants in tobacco-related and other litigation. Provision for this litigation (including legal costs) is made at such time as an unfavourable outcome becomes probable and the amount can be reasonably estimated.

Contingent assets are possible assets whose existence will only be confirmed by future events not wholly within the control of the entity and are not recognised as assets until the realisation of income is virtually certain.

Where a provision has not been recognised, the Group records its external legal fees and other external defence costs for tobacco-related and other litigation as these costs are incurred.

As explained in note 17, certain litigation-related deposits are recognised as assets within loans and other receivables where management has determined that these payments represent a resource controlled by the entity. These deposits are held at the fair value of consideration transferred less impairment, if applicable, and have not been discounted.

Repurchase of share capital

When share capital is repurchased, the amount of consideration paid, including directly attributable costs, is recognised as a deduction from equity. Repurchased shares which are not cancelled, or shares purchased for the employee share ownership trusts, are classified as treasury shares and presented as a deduction from total equity.

Future changes to accounting policies

A number of interpretations and revisions to existing standards have been issued which will be applicable to the Group financial statements in future years, but are not expected to have a material effect on reported profit or equity or on the disclosures in the financial statements.

 

14


2 Segmental analyses

The chief operating decision maker, the Management Board, reviews adjusted profit from operations at constant currencies to evaluate segment performance and allocate resources to the overall business on a geographic region basis. The Management Board also reviews at constant currencies adjusted revenues on a geographic region basis, which are included within adjusted profit from operations.

Regional Directors are responsible for delivering the operating and financial results of their Region inclusive of all product categories. Therefore, the results of New Categories (comprising Tobacco Heating Products, Vapour products and Modern Oral products) are reported to the Management Board as part of the results of each geographic region. However, additional information has been provided to disaggregate revenue based on product category to enable investors to better compare the Group’s business performance across periods and by reference to the Group’s investment activity. Interest income, interest expense, share of post-tax results of associates and joint ventures and taxation are centrally managed, and accordingly, such items are not presented by segment as they are excluded from the measure of segment profitability.

The four geographic regions are the reportable segments for the Group as they form the focus of the Group’s internal reporting systems and are the basis used by the Management Board for assessing performance and allocating resources. Transactions between Group subsidiaries are conducted on arm’s length terms in accordance with appropriate transfer pricing rules and Organisation for Economic Cooperation & Development (OECD) principles. The Management Board reviews current and prior year adjusted segmental revenue and adjusted profit from operations at constant rates of exchange. The constant rate comparison provided for reporting segment information is based on a retranslation, at prior year exchange rates, of the current year results of the Group, including intercompany royalties payable in foreign currency to UK entities. However, the Group does not adjust for the normal transactional gains and losses in operations which are generated by movements in exchange rates.

In respect of the U.S. region, all financial statements and financial information provided by or with respect to the U.S. business or RAI (and/or RAI and its subsidiaries (collectively, the ‘Reynolds Group’)) are prepared on the basis of US GAAP and constitute the primary financial statements or financial information of the U.S. business or RAI (and/or the Reynolds 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 IFRS. To the extent any such financial information provided in these financial statements relates to the U.S. business or RAI (and/or the Reynolds Group), it is provided as an explanation of the U.S. business’s or RAI’s (and/or the Reynolds Group’s) primary US GAAP based financial statements and information.

Effective 1 January 2022, the North African markets of Algeria, Egypt, Libya, Morocco, Sudan and Tunisia, which currently form part of the ENA region, will be moved to the APME region.

The following table shows 2021 revenue and adjusted revenue at current rates, and 2021 adjusted revenue translated using 2020 rates of exchange. The 2020 figures are stated at the 2020 rates of exchange.

 

                                    2021                             2020  
    

Adjusted

Revenue

Constant

rates

£m

    

Translation

exchange

£m

   

Adjusted

Revenue

Current

rates

£m

    

Adjusting

items

Current

rates

£m

    

Revenue

Current

rates

£m

           

Adjusted

Revenue

£m

    

Adjusting

items

£m

    

Revenue

£m

 

U.S.

     12,530        (839     11,691        -        11,691           11,473        -        11,473  

APME

     4,535        (344     4,191        -        4,191           4,537        -        4,537  

AMSSA

     4,067        (266     3,801        -        3,801           3,772        -        3,772  

ENA

     6,429        (428     6,001        -        6,001           5,994        -        5,994  

Revenue

     27,561        (1,877     25,684        -        25,684           25,776        -        25,776  

Note: adjusting items in revenue are in respect of excise included in goods acquired from a third party under short-term arrangements and then passed on to customers. This is deemed as adjusting due to the distorting nature to revenue and operating margin. From 2020 onwards, such arrangements have been discontinued or are immaterial such that no adjustments have been made in 2020 and 2021.

 

15


The following table shows 2020 revenue and adjusted revenue at current rates, and 2020 adjusted revenue translated using 2019 rates of exchange. The 2019 figures are stated at the 2019 rates of exchange.

 

                                    2020                             2019  
    

Adjusted

Revenue

Constant

rates

£m

    

Translation

exchange

£m

   

Adjusted

Revenue

Current

rates

£m

    

Adjusting

items

Current

rates

£m

    

Revenue

Current

rates

£m

           

Adjusted

Revenue

£m

    

Adjusting

items

£m

    

Revenue

£m

 

U.S.

     11,536        (63     11,473        -        11,473           10,373        -        10,373  

APME

     4,644        (107     4,537        -        4,537           5,153        -        5,153  

AMSSA

     4,321        (549     3,772        -        3,772           4,261        -        4,261  

ENA

     6,169        (175     5,994        -        5,994           6,040        50        6,090  

Revenue

     26,670        (894     25,776        -        25,776           25,827        50        25,877  

Note: adjusting items in revenue are in respect of excise included in goods acquired from a third party under short-term arrangements and then passed on to customers. This is deemed as adjusting due to the distorting nature to revenue and operating margin.

The following table shows 2021 profit from operations and adjusted profit from operations at current rates, and 2021 adjusted profit from operations translated using 2020 rates of exchange. The 2020 figures are stated at the 2020 rates of exchange.

 

     2021            2020  
    

Adjusted*

segment

result

Constant

rates

£m

    

Translation

exchange

£m

   

Adjusted*

segment

result

Current

rates

£m

    

Adjusting*

items

£m

   

Segment

result

Current

rates

£m

          

Adjusted*

segment

result

£m

    

Adjusting*

items

£m

   

Segment

result

£m

 

U.S.

     6,343        (456     5,887        (321     5,566          5,784        (809     4,975  

APME

     1,833        (116     1,717        (430     1,287          1,853        (381     1,472  

AMSSA

     1,688        (98     1,590        (94     1,496          1,618        (65     1,553  

ENA

     2,088        (132     1,956        (71     1,885          2,110        (148     1,962  

Profit from operations

     11,952        (802     11,150        (916     10,234          11,365        (1,403     9,962  

Net finance costs

               (1,486             (1,745
Share of post-tax results of associates and joint ventures                                        415                           455  
Profit before taxation                9,163               8,672  
Taxation on ordinary activities                                        (2,189                         (2,108

Profit for the year

                                       6,974                           6,564  

 

*

The adjustments to profit from operations are explained in notes 3, 4, 6(d), 6(f), 6(g) and 7.

 

16


The following table shows 2020 profit from operations and adjusted profit from operations at current rates, and 2020 adjusted profit from operations translated using 2019 rates of exchange. The 2019 figures are stated at the 2019 rates of exchange.

 

     2020            2019  
    

Adjusted*

segment

result

Constant

rates

£m

    

Translation

exchange

£m

   

Adjusted*

segment

result

Current

rates

£m

    

Adjusting*

items

£m

   

Segment

result

Current

rates

£m

          

Adjusted*

segment

result

£m

    

Adjusting*

items

£m

   

Segment

result

£m

 

U.S.

     5,816        (32     5,784        (809     4,975          5,036        (626     4,410  

APME

     1,909        (56     1,853        (381     1,472          2,059        (306     1,753  

AMSSA

     1,796        (178     1,618        (65     1,553          1,842        (638     1,204  

ENA

     2,140        (30     2,110        (148     1,962          2,193        (544     1,649  

Profit from operations

     11,661        (296     11,365        (1,403     9,962          11,130        (2,114     9,016  

Net finance costs

               (1,745             (1,602
Share of post-tax results of associates and joint ventures                                        455                           498  
Profit before taxation                8,672               7,912  
Taxation on ordinary activities                                        (2,108                         (2,063
Profit for the year                                        6,564                           5,849  

 

*

The adjustments to profit from operations are explained in notes 4, 5, 6(d), 6(f), 6(g) and 7.

Adjusted profit from operations at constant rates of £11,952 million (2020: £11,661 million; 2019: £11,032 million) excludes adjusting depreciation, amortisation and impairment charges as explained in notes 4 and 7. These are excluded from segmental adjusted profit from operations at constant rates as follows:

 

    2021           2020  
   

Adjusted

depreciation,

amortisation

and

impairment

Constant

rates

£m

   

Translation

exchange

£m

   

Adjusted

depreciation,

amortisation

and

impairment

Current rates

£m

   

Adjusting

items

£m

   

Depreciation,

amortisation

and

impairment

Current rates

£m

         

Adjusted

depreciation,

amortisation

and

impairment

£m

   

Adjusting

items

£m

   

Depreciation,

amortisation

and

impairment

£m

 
U.S.     210       (7     203       276       479         204       272       476  

APME

    154       (8     146       20       166         167       274       441  

AMSSA

    131       (8     123       56       179         121       34       155  

ENA

    266       (14     252       -       252               259       119       378  
    761       (37     724       352       1,076         751       699       1,450  

 

17


    2020           2019  
   

Adjusted

depreciation,

amortisation

and

impairment

Constant

rates

£m

   

Translation

exchange

£m

   

Adjusted

depreciation,

amortisation

and

impairment

Current rates

£m

   

Adjusting

items

£m

   

Depreciation,

amortisation

and

impairment

Current rates

£m

         

Adjusted

depreciation,

amortisation

and

impairment

£m

   

Adjusting

items

£m

   

Depreciation,

amortisation

and

impairment

£m

 
U.S.     205       (1     204       272       476         258       391       649  

APME

    170       (3     167       274       441         163       182       345  

AMSSA

    137       (16     121       34       155         137       35       172  

ENA

    266       (7     259       119       378         216       130       346  
    778       (27     751       699       1,450         774       738       1,512  

Additional information by product category

Although the Group’s operations are managed on a Regional basis, additional information for revenue is provided based on product category as follows:

 

Revenue   

2021

£m

    

2020

£m

    

2019

£m

 

Combustibles

     22,029        22,752        23,001  

New Categories

     2,054        1,443        1,255  

Vapour

     927        611        401  

THP

     853        634        728  

Modern Oral

     274        198        126  

Traditional Oral

     1,118        1,160        1,081  

Other

     483        421        540  

Revenue

     25,684        25,776        25,877  

External revenue and non-current assets other than financial instruments, deferred tax assets and retirement benefit assets are analysed between the UK and all foreign countries at current rates of exchange as follows:

 

    United Kingdom       All foreign countries       Group
Revenue is based on location of sale  

2021 

£m 

 

2020 

£m 

 

2019 

£m 

     

2021 

£m 

 

2020 

£m 

 

2019 

£m 

     

2021 

£m 

 

2020 

£m 

 

2019 

£m 

External revenue

        209           188           178             25,475           25,588           25,699             25,684           25,776           25,877  
 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

18


     United Kingdom           All foreign countries           Group
    

2021 

£m 

  

2020 

£m 

         

2021 

£m 

         

2020 

£m 

                

2021 

£m 

         

2020 

£m 

Intangible assets

     481        487           115,144           114,856              115,625           115,343  

Property, plant and equipment

     339        344           4,614           4,716              4,953           5,060  

Investments in associates and joint ventures

     8        8           1,940           1,788              1,948           1,796  
  

 

 

 

  

 

 

 

     

 

 

 

     

 

 

 

        

 

 

 

     

 

 

 

The consolidated results of the Reynolds Group operating in the U.S. met the criteria for separate disclosure under the requirements of IFRS 8 Operating Segments. Revenue arising from the operations of the Reynolds Group, inclusive of the sales made to fellow Group companies, in 2021, 2020 and 2019 was £11,707 million, £11,481 million and £10,417 million, respectively. The majority of sales are to customers based in the U.S.. Non-current assets attributable to the operations of the Reynolds Group were £106,495 million (2020: £105,549 million).

The main acquisitions comprising the goodwill balance of £43,194 million (2020: £43,319 million), included in intangible assets, are provided in note 12. Included in investments in associates and joint ventures are amounts of £1,759 million (2020: £1,724 million) attributable to the investment in ITC Ltd. Further information is provided in notes 9 and 14.

 

19


3 Employee benefit costs

    

2021 

£m 

  

2020 

£m 

  

2019 

£m 

Wages and salaries

     2,315        2,277        2,651  

Social security costs

     185        194        223  

Other pension and retirement benefit costs (note 15)

     139        182        227  

Share-based payments – equity and cash-settled (note 28)

     78        91        120  
  

 

 

 

  

 

 

 

  

 

 

 

       2,717          2,744          3,221  
  

 

 

 

  

 

 

 

  

 

 

 

Included within employee benefits costs are expenses in relation to the Group’s restructuring and integration initiatives of £160 million (2020: £91 million; 2019: £364 million), as explained in note 7.

On 7 October 2021, a partial buy-out was concluded in the U.S. with approximately US$1.9 billion (£1.4 billion) of plan liabilities being removed from the balance sheet, resulting in a settlement gain of £35 million, which is reported in the income statement, and recognised as an adjusting item.

4 Depreciation, amortisation and impairment costs

 

         

2021 

£m 

  

2020 

£m 

    

2019 

£m 

 
Intangibles    - amortisation and impairment of trademarks and similar intangibles      333        360        508  
   - amortisation and impairment of computer software      129        129        108  
   - impairment of goodwill      57        209        194  
Property, plant and equipment    - depreciation and impairment      557        752        702  
     

 

 

 

  

 

 

    

 

 

 
          1,076          1,450          1,512  
     

 

 

 

  

 

 

    

 

 

 

Enumerated below are movements in costs that have impacted depreciation, amortisation and impairment in 2021, 2020 and 2019. These include changes in our underlying business performance, as well as impact of adjusting items, as defined in note 1.

Intangibles – amortisation and impairment of trademarks and similar intangibles

Acquisitions in previous years have resulted in the capitalisation of trademarks and similar intangibles, including those which are amortised over their expected useful lives, which do not exceed 20 years. The amortisation and impairment of these acquired trademarks and similar intangibles are charged to the income statement as adjusting. In 2021, the amortisation and impairment of these acquired trademarks and similar intangibles is £306 million (2020: £339 million; 2019: £481 million). In 2019, the Group incurred an impairment charge of £129 million, which included the partial impairment of the Kodiak brand as a result of declining volumes.

Impairment of goodwill

The impairment of goodwill is charged to the income statement as adjusting, and further information is provided in note 12(e).

 

20


During 2021, the Group impaired £3 million of goodwill held in Myanmar as a result of the decision to cease activities in the market. The Group also recognised a goodwill impairment charge of £54 million in 2021 due to continued difficult trading conditions in Peru as a consequence of the COVID-19 pandemic.

During 2020, the Group impaired the goodwill arising from Malaysia amounting to £197 million, goodwill arising from the acquisition of Twisp of £11 million and goodwill arising from the acquisition of Blue Nile of £1 million.

During 2019, the Group impaired the goodwill arising from the Bentoel acquisition, amounting to £172 million, goodwill arising from the VapeWild acquisition of £12 million and goodwill arising from the Highendsmoke acquisition of £10 million.

 

21


Property, plant and equipment – depreciation and impairment

The following items are included within depreciation and impairment of property, plant and equipment:

 

-

Restructuring and integration related depreciation and impairment costs and reversals were a net credit of £11 million (2020: £151 million net cost; 2019: £63 million net cost) resulting from obsolete machines in relation to downsizing and factory rationalisation as mentioned in note 7; and

 

-

Gains and losses recognised on disposal of property, plant and equipment.

5 Other operating income

Other operating income of £196 million (2020: £188 million; 2019: £163 million) comprises income that is associated with the Group’s normal activities, but which falls outside the definition of turnover and includes one-off capital profits on property sales and one-off disposals of fixed assets.

As explained in note 31, the Group recognised £5 million (2020: £58 million; 2019: £86 million) in respect of a tax case in Brazil. In addition, during 2021, £130 million of the unrecognised contingent asset in respect of historical VAT on social contributions claims was sold to financial institutions for £45 million.

Also, in 2021, R.J. Reynolds Tobacco Company (RJRT) reached an agreement with several Master Settlement Agreement (MSA) states to waive RJRT’s claims under the MSA in connection with a settlement between those MSA states and a non-participating manufacturer, S&M Brands, Inc. (S&M Brands), under which the states released certain claims against S&M Brands in exchange for receiving a portion of the funds S&M Brands had deposited into escrow accounts in those states pursuant to the states’ escrow statutes. In consideration for waiving claims, RJRT, together with Santa Fe Natural Tobacco Company, received approximately £40 million from the escrow funds paid to those MSA states under their settlement with S&M Brands.

In 2019, as discussed in note 7, certain items of operating income have been incurred as part of the Group’s restructuring and integration activities.

6 Other operating expenses

(a) Items included within other operating expenses

The following items are included within other operating expenses:

 

    

2021  

£m  

        

2020  

£m  

 

2019  

£m  

Other operating expenses

     7,468          7,667       7,851  

The following items are included within other operating expenses:

         

Master settlement agreement (note 6(b),(d))

     2,486          2,783       2,163  

Marketing expenses in operating profit (note 6(c))

     1,242          1,096       1,149  

Inventory write-offs (note 20)

     215          309       255  

Research and development expenses (excluding employee benefit costs and depreciation)

(note 6(e))

     141          121       126  

Loss on disposal of BAT Pars (note 6(f))

     358          -       -  

Excise, VAT and penalties in respect of disputes in Turkey, South Korea and Russia

(note 6(g))

     26          (40     202  

Judgment in respect of Quebec class actions (note 6(h))

     -          -       436  

Exchange differences

     19          (29     22  

Hedge ineffectiveness within operating profit

     (5        (3     (5

Expenses relating to short-term leases

     8          10       16  

Expenses relating to leases of low-value assets

     1          1       1  

Gains arising from sale and leaseback transactions

     -          (1     -  

Auditor’s remuneration (note 6(i))

     27.1          28.3       25.3  
  

 

 

 

    

 

 

 

 

 

 

 

 

22


(b) Master Settlement Agreement

In 1998, the major U.S. cigarette manufacturers (including the R.J. Reynolds Tobacco Company, Lorillard and Brown & Williamson, businesses which are now part of the Reynolds Group) entered into the Master Settlement Agreement (MSA) with attorneys general representing most U.S. states and territories. The MSA imposes a perpetual stream of future payment obligations on the major U.S. cigarette manufacturers. The amounts of money that the participating manufacturers are required to annually contribute are based upon, amongst other things, the volume of cigarettes sold and market share (based on cigarette shipments in that year).

During 2012, R.J. Reynolds Tobacco Company, Santa Fe Natural Tobacco Company (SFNTC), various other tobacco manufacturers, 17 states, the District of Columbia and Puerto Rico reached an agreement related to the Non-Participating Manufacturer (NPM) adjustment under the MSA, and three more states joined the agreement in 2013. Under this agreement, R.J. Reynolds Tobacco Company has received credits of more than US$1 billion, in respect of its Non-Participating Manufacturer (NPM) Adjustment claims related to the period from 2003 to 2012. These credits have been applied against the companies’ MSA payments over a period of five years from 2013, subject to, and dependent upon, meeting the various ongoing performance obligations. During 2014, two additional states agreed to settle NPM disputes related to claims for the period 2003 to 2012. R.J. Reynolds Tobacco Company has received US$170 million in credits, which has been applied over a five-year period from 2014. During 2015, another state agreed to settle NPM disputes related to claims for the period 2004 to 2014 and included a method to determine future adjustments from 2015 forward. R.J. Reynolds Tobacco Company has received US$285 million in credits, which was applied over a four-year period from 2016. During 2016, no additional states agreed to settle NPM disputes. During 2017, two more states agreed to settle NPM disputes related to claims for the period 2004 to 2014. It is estimated that R.J. Reynolds Tobacco Company will receive US$61 million in credits, which will be applied over a five-year period from 2017. During 2018, nine more states agreed to settle NPM disputes related to claims for the period 2004 to 2019, with an option through 2022, subject to certain conditions. It is estimated that R.J. Reynolds Tobacco Company will receive US$182 million in credits for settled periods through 2017, which will be applied over a five-year period from 2018. Also, in 2018, one additional state agreed to settle NPM disputes related to claims for the period 2004 to 2024, subject to certain conditions. It is estimated that R.J. Reynolds Tobacco Company will receive US$205 million in credits for settled periods through 2017, which will be applied over a five-year period from 2019. In the first quarter of 2020, certain conditions set forth in the 2017 and 2018 agreements were met for those 10 states. In addition, in August 2020, 24 states, the District of Columbia and Puerto Rico agreed to settle NPM disputes related to claims for the period 2018 to 2022. Credits in respect of future years’ payments and the NPM Adjustment claims would be accounted for in the applicable year and will not be treated as adjusting items. Only credits in respect of prior year payments are included as adjusting items.

In 2020, R.J. Reynolds Tobacco Company recognised additional expenses under the state settlement agreements in the States of Mississippi, Florida, Texas and Minnesota. R.J. Reynolds Tobacco Company recognised US$241 million of expense for payment obligations to the State of Florida for the ITG Brands, LLC acquired brands from the date of divestiture, June 12, 2015, as a result of an unfavourable judgment. In addition, R.J. Reynolds Tobacco Company recognised US$264 million related to the resolution of claims against it in the States of Texas, Minnesota and Mississippi for payment obligations to those states for the ITG Brands, LLC acquired brands from the date of divestiture. Finally, R.J. Reynolds Tobacco Company settled certain related claims with Phillip Morris USA under the state settlement agreements in the states of Mississippi, Texas and Minnesota for US$8 million. Additional information related to the resolution of these claims is included in notes 6(d) and 31. During 2021, an additional US$17 million expense was recognised in relation to the final resolution of the Texas and Minnesota claims.

The BAT Group is subject to substantial payment obligations under the MSA and the state settlement agreements with the States of Mississippi, Florida, Texas and Minnesota (such settlement agreements, collectively State Settlement Agreements). Reynolds Group’s operating subsidiaries’ expenses and payments under the MSA and the State Settlement Agreements for 2021 amounted to US$3,420 million (2020: US$3,572 million; 2019: US$2,762 million) in respect of settlement expenses and US$3,744 million (2020: US$2,848 million; 2019: US$2,918 million) in respect of settlement cash payments.

(c) Marketing expenses in operating profit

Certain marketing activities, such as discounts or allowances provided to customers, are required to be deducted from revenue as explained in note 1. Other marketing expenses, such as point of sale and promotional materials, media advertising and sponsorship, and consumer research, are reported as operating expenses and have been shown in the table above.

(d) Litigation costs

Litigation costs included within other operating expenses, and reported as an adjusting item, were £54 million (2020: £87 million; 2019: £236 million) predominantly related to other litigation costs including Engle progeny.

 

23


In 2020, also included as an adjusting item was a charge of £400 million incurred largely in respect of charges following the development in cases regarding payment obligations under the state settlement agreements with Florida, Texas, Minnesota and Mississippi for brands previously sold to a third party. The Group recognised a charge of £188 million in the period for a final judgment of a case in the Florida court. The Group continues to pursue indemnification remedies in a Delaware court for payments made to Florida as a result of this judgment, as explained in note 31. During 2020, the Group also recognised a provision of £212 million related to the settlement discussions with other manufacturers and the States of Texas, Minnesota and Mississippi for payment obligations related to these brands in prior years. During 2021, an additional £12 million expense was recognised in relation to the final resolution of the Texas and Minnesota claims.

(e) Research and development

Total research and development costs, including employee benefit costs and depreciation, are £304 million (2020: £307 million; 2019: £376 million). Included in the 2019 research and development costs is £65 million of costs primarily related to packages in respect of employee benefit reductions as part of the Group’s 2019 restructuring initiative (Quantum), as discussed in note 7.

(f) Loss on disposal of BAT Pars

On 6 August 2021, the Group disposed of its Iranian subsidiary, B.A.T. Pars Company PJSC (BAT Pars). Included within other operating expenses, and recognised as an adjusting item, is a charge of £358 million comprising £272 million of foreign exchange reclassified from other comprehensive income (note 22(c)(i)) and an impairment charge and associated costs of £88 million. In addition, a credit of £2 million was recognised in relation to a partial unwind of discounting on the deferred proceeds. More information has been provided in note 27(d).

(g) Tax disputes in Turkey, South Korea and Russia

The settlement of tax disputes in Turkey, South Korea and Russia were recognised as adjusting items.

Turkey

As explained in note 31, British American Tobacco Tutun Mamulleri Sanayi ve Ticaret Anonim Sirketi (BAT Tutun) was subject to a series of tax audits mainly on inventory movements for the years 2015, 2016 and 2019. In August 2021, BAT Tutun applied under the relevant tax amnesty law to settle its retrospective tax assessments. Based on the settlement through the tax amnesty procedure, BAT Tutun agreed to pay £47 million in 18 instalments from 1 November 2021 until 31 July 2024. Of the £47 million, £30 million of excise and penalties were recognised and charged to operating profit, £11 million as interest in net finance costs (note 8(b)) and £6 million in taxation.

South Korea

As explained in note 31, on 16 September 2021, Rothmans Far East B.V. Korea Branch Office received £4 million in relation to a VAT case. In line with the treatment of the associated expense incurred in 2016, the cash received was recognised as an adjusting item.

Russia

In August 2019, the Russian tax authority issued a final audit report to JSC British American Tobacco-SPb (BAT SpB) related to the application of legislation introduced in 2017 that prospectively limited the amount of production that could take place prior to excise tax increases, without being subject to higher excise tax rates. The final audit report sought to retrospectively apply the legislation to the years 2015 to 2017. BAT SpB submitted an appeal to the Federal Tax Services (FTS) objecting to the findings. The FTS accepted some of BAT SpB’s arguments and, on 27 January 2020, a final claim was issued by the FTS. As a consequence, the Group recognised a charge of £202 million. The Group also recognised an interest charge of £50 million (note 8(b)).

In 2020, a credit of £40 million was recognised in relation to the 2019 charge discussed above, of which £14 million was offset in the adjusting items included in taxation (note 10(d)).

(h) Quebec class actions

In 2019, a charge of £436 million was incurred in respect of the Quebec class actions, as explained in note 31, and charged as an adjusting item.

 

24


(i) Auditor’s remuneration

 

    

2021  

£m  

         

2020  

£m  

  

2019  

£m  

Auditor’s remuneration

           

Total expense for audit services pursuant to legislation:

           

– fees to KPMG LLP for Parent Company and Group audit

     8.7           8.7        6.8  

– fees to KPMG LLP firms and associates for local statutory and Group reporting audits

     9.5           9.9        9.0  
  

 

 

 

     

 

 

 

  

 

 

 

Total audit fees expense – KPMG LLP firms and associates

     18.2           18.6        15.8  
  

 

 

 

     

 

 

 

  

 

 

 

Audit fees expense to other firms

     0.2           0.2        0.1  
  

 

 

 

     

 

 

 

  

 

 

 

Total audit fees expense

         18.4               18.8            15.9  
  

 

 

 

     

 

 

 

  

 

 

 

Fees to KPMG LLP firms and associates for other services:

           

– audit-related assurance services

     8.0           8.5        8.5  

– other assurance services

     0.3           0.5        0.5  

– tax advisory services

     -           -        -  

– tax compliance

     -           -        -  

– audit of defined benefit schemes of the Company

     0.4           0.5        0.4  

– other non-audit services

     -           -        -  
  

 

 

 

     

 

 

 

  

 

 

 

     8.7           9.5        9.4  
  

 

 

 

     

 

 

 

  

 

 

 

The total auditor’s remuneration to KPMG firms and associates included above are £26.9 million (2020: £28.1 million; 2019: £25.2 million).

Under SEC regulations, the remuneration to KPMG firms and associates of £26.9 million in 2021 (2020: £28.1 million; 2019: £25.1 million) is required to be presented as follows: audit fees £26.2 million (2020: £27.5 million; 2019: £24.7 million), audit-related fees £0.4 million (2020: £0.5 million; 2019: £0.4 million), tax fees £nil (2020: £nil; 2019: £nil) and all other fees £0.3 million (2020: £0.1 million; 2019: £0.1 million). Audit-related fees are in respect of services provided to associated pension schemes. All other fees are in respect of other assurance services, including those provided over information derived from the financial information systems subject to audit or over the controls over those systems.

7 Restructuring and integration costs

Restructuring costs reflect the costs incurred as a result of initiatives to improve the effectiveness and the efficiency of the Group as a globally integrated enterprise. These costs represent additional expenses incurred that are not related to the normal business and day-to-day activities. These initiatives include the costs associated with Quantum, being a review of the Group’s organisational structure announced in 2019 to simplify the business and create a more efficient, agile and focused company. In 2019 and 2020, these also included a review of the Group’s manufacturing operations. It is expected that such restructuring programmes (related to Quantum) will be substantially complete by the end of 2022.

 

25


The costs of the Group’s initiatives are included in profit from operations under the following headings:

 

    

2021  

£m  

        

2020  

£m  

  

2019  

£m  

Employee benefit costs (note 3)

     160          91        364  

Depreciation, amortisation and impairment costs (note 4)

     (11        151        63  

Other operating income (note 5)

     -          -        (7

Other operating expenses

     1          166        145  
  

 

 

 

    

 

 

 

  

 

 

 

         150              408            565  
  

 

 

 

    

 

 

 

  

 

 

 

The adjusting charge in 2021 relates to the cost of employee packages in respect of Quantum and the ongoing costs associated with initiatives to improve the effectiveness and efficiency of the Group as a globally integrated organisation. In addition, Quantum initiatives in certain countries have resulted in the move to above market business models utilising local distributors as importers. As a consequence, with the cessation of a physical presence in these markets, foreign exchange previously recognised in Other Comprehensive Income for these countries has been reclassified to the income statement and reported within other operating expenses (note 22(c)(i)).

Included under the Quantum initiatives above is a charge of £27 million, including £4 million for foreign exchange reclassified from equity (note 22(c)(i)), related to the Group’s withdrawal from Myanmar. In addition, as set out in note 4, goodwill in relation to Myanmar was impaired and charged to the income statement. These costs were recognised in 2021 as an adjusting item.

The depreciation, amortisation and impairment costs in 2021 include a credit of £25 million due to a partial reversal of previously estimated impairment following the revision of factory rationalisation initiatives.

Included within other operating expenses is a credit of £59 million representing the release of an accrual on the successful conclusion of the dispute with former shareholders of Reynolds American, as explained in note 31.

The adjusting charges in 2020 and 2019 relate to the ongoing restructuring costs associated with the implementation of revisions to the Group’s operating model, mainly in relation to Quantum, including the cost of packages in respect of permanent headcount reduction and permanent employee benefit reductions in the Group. The costs also cover the downsizing and factory rationalisation activities in the Netherlands and Hungary in 2020, Germany in 2019, and Russia and APME in both 2020 and 2019.

Also, in 2020, as a consequence of a reduction in volumes due to the significant increase in excise in Indonesia, the Group announced a restructuring programme which included the partial closure of the factory operations in Indonesia. As a result of this decision, a £69 million impairment was recognised in respect of machinery. This impairment charge related to some of the machinery in use as well as machinery held for future use which, following the significant changes in consumer preferences, is not expected to be brought in to manufacturing in the future.

Also included in other operating income in 2019 are amounts related to cash and reversal of deferred consideration associated with the acquisition of TDR d.o.o. (TDR) (note 27).

 

26


8 Net finance costs

(a) Net finance costs/(income)

 

    

2021  

£m  

        

2020  

£m  

 

2019  

£m  

Interest expense

     1,436          1,605       1,676  

Interest expense on lease liabilities

     24          26       32  

Facility fees

     33          23       10  

Interest and fair value related to early repurchase of bonds (note 8(b))

     -          142       -  

Interest related to adjusting tax payables (note 8(b))

     31          11       80  

Fair value changes on derivative financial instruments and hedged items

     252          (217     367  

Fair value change on other financial items (note 8(b))

     24          -       -  

Exchange differences

     (279        205       (479
  

 

 

 

    

 

 

 

 

 

 

 

Finance costs

     1,521          1,795       1,686  
  

 

 

 

    

 

 

 

 

 

 

 

Interest under the effective interest method

     (35        (50     (84
  

 

 

 

    

 

 

 

 

 

 

 

Finance income

     (35        (50     (84
  

 

 

 

    

 

 

 

 

 

 

 

Net finance costs

         1,486          1,745       1,602  
  

 

 

 

    

 

 

 

 

 

 

 

The Group manages foreign exchange gains and losses and fair value changes on a net basis excluding adjusting items, which are explained in note 8(b). The derivatives that generate the fair value changes are explained in note 19.

Facility fees principally relate to the Group’s central banking facilities.

In October 2020, the Group completed a tender offer to repurchase sterling-equivalent £2,653 million of bonds, including £24 million of accrued interest. Following this, in November 2020, the Group also completed a ‘make-whole’ bond redemption exercise of sterling-equivalent £462 million of bonds, including £6 million of accrued interest. Further details on the tender offer and ‘make-whole’ redemption exercise are provided in note 26. Other costs directly associated with the early repurchase of bonds, including the premium paid, were treated as adjusting items, as detailed in note 8(b).

(b) Adjusting items included in net finance costs

Adjusting items are significant items in net finance costs which individually or, if of a similar type, in aggregate, are relevant to an understanding of the Group’s underlying financial performance.

In 2021, as part of the disposal of the Group’s operations in Iran (note 27(d)), a provision of £24 million was charged to net finance costs against non-current investments held at fair value due to the uncertainty around recovery of these funds.

In addition, the Group recognised interest on adjusting tax payables of £31 million (2020: £11 million; 2019: £80 million), which included interest of £20 million (2020: £21 million; 2019: £28 million) in relation to the Franked Investment Income Group Litigation Order (FII GLO) (note 10(b)), an amnesty tax payment in Turkey of £11 million (2020: £nil; 2019: £nil) and £nil (2020: net credit of £10 million; 2019: charge of £50 million) in respect of the excise dispute (note 6(g)) and withholding tax in Russia.

In 2020, the Group incurred additional interest costs of £157 million and fair value gains of £15 million in relation to the early repurchase of bonds.

 

27


9 Associates and joint ventures

 

     2021            2020            2019  
    

Total

£m

   

Group’s

share

£m

          

Total

£m

   

Group’s

share

£m

          

Total

£m

   

Group’s

share

£m

 

Revenue

     7,668       2,164          7,001       1,983                7,581       2,158  

Profit from operations

     1,911       567          2,006       591                2,386       704  

Net finance costs

     13       2          (6     (2              (7     (2

Profit on ordinary activities before taxation

     1,924       569          2,000       589                2,379       702  

Taxation on ordinary activities

     (499     (147        (421     (125              (666     (196

Profit on ordinary activities after taxation

     1,425       422          1,579       464                1,713       506  

Non-controlling interests

     (22     (7        (30     (9              (27     (8

Post-tax results of associates and joint ventures

     1,403       415          1,549       455                1,686       498  

Enumerated below are movements that have impacted the post-tax results of associates and joint ventures in 2021, 2020 and 2019. The amounts below were reported as adjusting items under the share of profit from associates in the income statement.

(a) Adjusting items

In 2021, the Group’s interest in ITC Ltd. (ITC) decreased from 29.42% to 29.38% (2020: 29.46% to 29.42%; 2019: 29.57% to 29.46%) as a result of ITC issuing ordinary shares under the ITC Employee Share Option Scheme. The issue of these shares and change in the Group’s share of ITC resulted in a gain of £6 million (2020: £17 million; 2019: £25 million), which is treated as a deemed partial disposal and included in the income statement.

In 2021, due to a challenging operating environment, the investment in Kamaran Industry & Investment Company, one of the Group’s associates in Yemen, was impaired. This resulted in a charge of £18 million to the income statement.

As detailed in note 14, as a result of the liquidation of Tisak d.d., the Group reclassified the foreign exchange previously recognised in other comprehensive income to the income statement. This resulted in a credit of £2 million to the income statement.

Also, in 2021, the Group incurred a £2 million charge in relation to the amortisation of acquired intangibles associated with the acquisition of Organigram in March 2021, as described in note 14.

In 2020, ITC recognised a charge in respect of the cost of leaf tobacco stocks destroyed in a third-party warehouse fire, the Group’s share of which was £4 million.

 

28


(b) Other financial information

The Group’s share of the results of associates and joint ventures is shown in the table below.

 

         2021                2020                2019   
    

Group’s 

share 

£m 

         

Group’s 

share 

£m 

         

Group’s 

share 

£m 

 

Profit on ordinary activities after taxation

              

– attributable to owners of the Parent

     415            455            498   

Other comprehensive income:

              

Items that may be reclassified to profit and loss

     (17)           (98)           (115)  

Items that will not be reclassified to profit and loss

     14            (34)            
  

 

 

 

     

 

 

 

     

 

 

 

Total comprehensive income

             412                    323                    390   
  

 

 

 

     

 

 

 

     

 

 

 

Summarised financial information of the Group’s associates and joint ventures is shown below.

 

     2021   
    

        ITC 

£m 

           

    Others 

£m 

           

    Total 

£m 

 

Revenue

     5,312                    2,356            7,668   
  

 

 

       

 

 

       

 

 

 

Profit on ordinary activities before taxation

     1,931            (7)           1,924   
  

 

 

       

 

 

       

 

 

 

Post-tax results of associates and joint ventures

     1,427            (24)           1,403   

Other comprehensive income

     (11)                     (11)  
  

 

 

       

 

 

       

 

 

 

Total comprehensive income

             1,416            (24)                   1,392   
  

 

 

       

 

 

       

 

 

 

 

     2020   
    

        ITC 

£m 

           

    Others 

£m 

           

    Total 

£m 

 

Revenue

     4,892            2,109            7,001   
  

 

 

       

 

 

       

 

 

 

Profit on ordinary activities before taxation

     1,930            70            2,000   
  

 

 

       

 

 

       

 

 

 

Post-tax results of associates and joint ventures

     1,495            54            1,549   

Other comprehensive income

     (450)                     (450)  
  

 

 

       

 

 

       

 

 

 

Total comprehensive income

             1,045                        54                    1,099   
  

 

 

       

 

 

       

 

 

 

 

29


     2019   
    

        ITC 

£m 

           

    Others 

£m 

         

    Total 

£m 

 

Revenue

     5,556            2,025            7,581   
  

 

 

       

 

 

 

     

 

 

 

Profit on ordinary activities before taxation

     2,322            57            2,379   
  

 

 

       

 

 

 

     

 

 

 

Post-tax results of associates and joint ventures

     1,646            40            1,686   

Other comprehensive income

     (365)                     (365)  
  

 

 

       

 

 

 

     

 

 

 

Total comprehensive income

             1,281                        40                    1,321   
  

 

 

       

 

 

 

     

 

 

 

 

30


10 Taxation on ordinary activities

(a) Summary of taxation on ordinary activities

 

    

    2021 

£m 

           

    2020 

£m 

           

    2019 

£m 

 

UK corporation tax

     (25)                 38             
  

 

 

       

 

 

       

 

 

 

Comprising:

              

– current year tax expense

               38            41   

– adjustments in respect of prior periods

     (26)                     (33)  
  

 

 

       

 

 

       

 

 

 

Overseas tax

     2,401            2,387            2,047   
  

 

 

       

 

 

       

 

 

 

Comprising:

              

– current year tax expense

     2,418            2,369            2,074   

– adjustments in respect of prior periods

     (17)           18            (27)  
  

 

 

       

 

 

       

 

 

 

Total current tax

     2,376            2,425            2,055   

Deferred tax

     (187)           (317)            
  

 

 

       

 

 

       

 

 

 

Comprising:

              

– deferred tax relating to origination and reversal of temporary differences

     (29)           (184)           55   

– deferred tax relating to changes in tax rates

     (158)           (133)           (47)  
  

 

 

       

 

 

       

 

 

 
         2,189                2,108            2,063   
  

 

 

       

 

 

       

 

 

 

(b) Franked Investment Income Group Litigation Order

The Group is the principal test claimant in an action in the United Kingdom against HM Revenue and Customs (HMRC) in the Franked Investment Income Group Litigation Order (FII GLO). There were 18 corporate groups in the FII GLO as at 31 December 2021. The case concerns the treatment for UK corporate tax purposes of profits earned overseas and distributed to the UK.

The original claim was filed in 2003. The trial of the claim was split broadly into issues of liability and quantification. The main liability issues were heard by the High Court, Court of Appeal and Supreme Court in the UK and the European Court of Justice in the period to November 2012. The detailed technical issues of the quantification mechanics of the claim were heard by the High Court during May and June 2014 and the judgment handed down on 18 December 2014. The High Court determined that in respect of issues concerning the calculation of unlawfully charged corporation tax and advance corporation tax, the law of restitution including the defence on change of position and questions concerning the calculation of overpaid interest, the approach of the Group was broadly preferred. The conclusion reached by the High Court would, if upheld, produce an estimated receivable of £1.2 billion for the Group. Appeals on a majority of the issues were made to the Court of Appeal, which heard the arguments in June 2016. The Court of Appeal determined in November 2016 on the majority of issues that the conclusion reached by the High Court should be upheld. The Supreme Court gave permission for a number of issues to be appealed in two separate hearings. The first, in February 2020, concerned the time limit for bringing claims. HMRC sought to challenge existing case law. In November 2020, the Supreme Court handed down its judgment. The Supreme Court agreed to overturn existing case law partially but introduced a new test for determining whether claims of this type are in time. The case has been remitted to the High Court to apply that new test to the facts. The second hearing was heard in December 2020 and concerned issues relating to the type of claims BAT is entitled to bring. The judgment from the second hearing was handed down in July 2021. Applying that judgment reduces the value of the FII claim to approximately £0.3 billion, mainly as the result of the application of simple interest and the limitation to claims for advance corporation tax offset against lawful corporation tax charges, which is subject to the determination of the timing issue by the High Court and any subsequent appeal.

 

31


During 2015, HMRC paid to the Group a gross amount of £1,224 million in two separate payments. The payments made by HMRC have been made without any admission of liability and are subject to refund were HMRC to succeed on appeal. The second payment in November 2015 followed the introduction of a new 45% tax on the interest component of restitution claims against HMRC. HMRC held back £261 million from the second payment contending that it represents the new 45% tax on that payment, leading to total cash received by the Group of £963 million. Actions challenging the legality of the withholding of the 45% tax have been lodged by the Group. The First Tier Tribunal found in favour of HMRC in July 2017 and the Group’s appeal to the Upper Tribunal was heard in July 2018 and judgment has not yet been handed down.

The net £0.9 billion held by the Group is higher than the current value of the claim referred to above. Due to the uncertainty of the amounts and eventual outcome, the Group has not recognised any impact in the Income Statement in the current or prior period. The receipt, net of the deduction by HMRC, is held within trade and other payables as disclosed in note 25. Any future recognition as income will be treated as an adjusting item, due to the size of the amount, with interest of £20 million for the 12 months to 31 December 2021 (2020: £21 million; 2019: £28 million) accruing on the balance, which was also treated as an adjusting item.

The final resolution of all issues in the litigation is likely to take a number of years and the Group intends from 2022 onwards to commence annual interim repayments to HMRC of at least £50 million per annum.

(c) Factors affecting the taxation charge

The taxation charge differs from the standard 19% (2020: 19%; 2019: 19%) rate of corporation tax in the UK. The major causes of this difference are listed below:

 

     2021            2020            2019  
             £m             %                    £m     %                    £m             %  

Profit before tax

     9,163            8,672            7,912    
Less: share of post-tax results of associates and joint ventures (see note 9)      (415                (455                (498        
     8,748                  8,217                  7,414          

Tax at 19% (2020 and 2019: 19%) on the above

     1,662       19.0          1,561       19.0          1,409       19.0  

Factors affecting the tax rate:

                  

Tax at standard rates other than UK corporation tax rate

     319       3.6          368       4.5          353       4.8  

Other national tax charges

     184       2.1          142       1.7          147       2.0  

Permanent differences

     87       1.0          20       0.3          122       1.6  

Overseas withholding taxes

     189       2.2          155       1.9          106       1.4  

Double taxation relief on UK profits

     (23     (0.3        (22     (0.3        (29     (0.4

(Utilised)/unutilised tax losses

     (10     (0.1        5       0.1          16       0.2  

Adjustments in respect of prior periods

     (43     (0.5        18       0.2          (60     (0.8

Deferred tax relating to changes in tax rates

     (158     (1.8        (133     (1.6        (47     (0.6

Additional net deferred tax (credits)/charges

     (18     (0.2        (6     (0.1        46       0.6  
     2,189       25.0          2,108       25.7          2,063       27.8  

(d) Adjusting items included in taxation

In 2021, adjusting items in taxation included a net credit of £91 million mainly relating to the revaluation of deferred tax liabilities arising on trademarks recognised in the Reynolds American acquisition in 2017 due to changes in U.S. state tax rates.

In 2020, adjusting items in taxation included a net credit of £35 million mainly relating to the release of a provision regarding the application of overseas withholding tax, the revaluation of deferred tax liabilities arising on trademarks recognised in the Reynolds American acquisition in 2017 due to changes in U.S. state tax rates and the excise dispute in Russia (note 6(g)).

 

32


In 2019, adjusting items in taxation total a credit of £65 million relating primarily to changes in U.S. state tax rates, relating to the revaluation of deferred tax liabilities arising on trademarks recognised in the Reynolds American acquisition in 2017.

(e) Tax on adjusting items

In addition, the tax on adjusting items, separated between the different categories, as per note 11, amounted to £119 million (2020: £287 million; 2019: £373 million). The adjustment to the adjusted earnings per share (note 11) also includes £6 million (2020: £8 million; 2019: £17 million) in respect of the non-controlling interests’ share of the adjusting items net of tax.

(f) Tax on items recognised directly in other comprehensive income

 

    

    2021  

£m  

        

    2020  

£m  

        

    2019  

£m  

 

Current tax

     (4        (5        (7)  

Deferred tax

     (110        23          138   
  

 

 

 

    

 

 

 

    

 

 

 

(Charged)/credited to other comprehensive income

     (114                18                  131   
  

 

 

 

    

 

 

 

    

 

 

 

(g) Tax on items recognised directly in equity

In relation to the perpetual hybrid bonds issued on 27 September 2021 (note 22(d)), tax relief of £5 million has been recognised on the issuance costs and coupon incurred.

11 Earnings per share

Earnings used in the basic, diluted and headline earnings per share calculation represent the profit attributable to the ordinary equity shareholders after deducting amounts representing the coupon on perpetual hybrid bonds on a pro-rata basis regardless of whether coupons have been deferred or paid in the period. Below is a reconciliation of the earnings used to calculate earnings per share:

 

    

    2021  

£m  

        

    2020  

£m  

         

    2019  

£m  

 

Earnings attributable to owners of the parent

     6,801          6,400           5,704   

Coupon on perpetual hybrid bonds

     (15        -            

Tax on coupon on perpetual hybrid bonds

             3          -            
  

 

 

 

    

 

 

 

     

 

 

 

Earnings

     6,789                  6,400                   5,704   
  

 

 

 

    

 

 

 

     

 

 

 

 

33


Below is a reconciliation from basic to diluted earnings per share:

 

    2021           2020           2019  
   

Earnings

£m

   

Weighted

average

number of

shares

m

   

Earnings

per share

pence

   

  

   

Earnings

£m

   

Weighted

average

number of

shares

m

   

Earnings

per share

pence

          

Earnings

£m

   

Weighted

average

number of

shares

m

   

Earnings

per share

pence

 
Basic earnings per share (ordinary shares of 25p each)     6,789       2,287       296.9         6,400       2,286       280.0         5,704       2,284       249.7  

Share options

    -       10       (1.3       -       9       (1.1       -       7       (0.7
Diluted earnings per share     6,789       2,297       295.6         6,400       2,295       278.9         5,704       2,291       249.0  

 

34


Adjusted earnings per share calculation

Earnings have been affected by a number of adjusting items, which are described in notes 3 to 10. Adjusting items are significant items in the profit from operations, net finance costs, taxation and the Group’s share of the post-tax results of associates and joint ventures which individually or, if of a similar type, in aggregate, are relevant to an understanding of the Group’s underlying financial performance. The Group believes that these items are useful to users of the Group financial statements in helping them to understand the underlying business performance. To illustrate the impact of these items, an adjusted earnings per share calculation is shown below.

 

          Basic  
          2021           2020           2019  
    Notes    

Earnings

£m

   

Earnings

per

share

pence

         

Earnings

£m

   

Earnings

per

share

pence

         

Earnings

£m

   

Earnings

per

share

pence

 
Basic earnings per share       6,789       296.9                6,400       280.0                5,704       249.7  
Effect of restructuring and integration costs     7       150       6.5         408       17.8         565       24.7  
Tax and non-controlling interests on restructuring and integration costs       (39     (1.7       (64     (2.8       (101     (4.4
Effect of amortisation and impairment of goodwill, trademarks and similar intangibles     4       363       15.9         548       24.0         675       29.6  
Tax and non-controlling interests on amortisation and impairment of goodwill, trademarks and similar intangibles       (71     (3.1       (77     (3.4       (115     (5.0
Effect of associates’ adjusting items net of tax     9 (a)      12       0.5         (13     (0.6       (25     (1.1
Effect of Quebec class action     6 (h)      -       -         -       -         436       19.1  
Tax on Quebec class action       -       -         -       -         (124     (5.4
Effect of excise and VAT disputes     6 (g)      26       1.1         (40     (1.7       202       8.9  

Tax on excise and VAT disputes

    10 (d)      (3     (0.1       14       0.6         (16     (0.7

Effect of disposal of BAT Pars

    6 (f)      358       15.7         -       -         -       -  

Other adjusting items

    3,6 (d)      19       0.8         487       21.2         236       10.3  
Tax effect on other adjusting items       (5     (0.2       (104     (4.5       (50     (2.2
Deferred tax relating to changes in tax rates     10       (98     (4.3       (21     (0.9       (49     (2.2
Effect of early repurchase of bonds     8 (b)      -       -         142       6.2         -       -  
Tax effect of early repurchase of bonds       -       -         (32     (1.4       -       -  
Effect of interest on FII GLO settlement and other     8 (b)      55       2.4         11       0.5         80       3.5  
Tax effect of interest on FII GLO settlement and other       -       -         (4     (0.2       -       -  

Effect of retrospective guidance on WHT

    10 (d)      -       -         (42     (1.8       -       -  
Adjusted earnings per share (basic)       7,556       330.4         7,613       333.0         7,418       324.8  

 

35


          Diluted  
                 2021           2020           2019  
    Notes    

Earnings

£m

   

Earnings

per

share

pence

         

Earnings

£m

   

Earnings

per

share

pence

         

Earnings

£m

   

Earnings

per

share

pence

 
Diluted earnings per share       6,789       295.6                6,400       278.9                5,704       249.0  
Effect of restructuring and integration costs     7       150       6.6         408       17.7         565       24.7  
Tax and non-controlling interests on restructuring and integration costs       (39     (1.7       (64     (2.8       (101     (4.4
Effect of amortisation and impairment of goodwill, trademarks and similar intangibles     4       363       15.8         548       23.9         675       29.5  
Tax and non-controlling interests on amortisation and impairment of goodwill, trademarks and similar intangibles       (71     (3.1       (77     (3.4       (115     (5.0
Effect of associates’ adjusting items net of tax     9 (a)      12       0.5         (13     (0.6       (25     (1.1
Effect of Quebec class action     6 (h)      -       -         -       -         436       19.0  
Tax on Quebec class action       -       -         -       -         (124     (5.4
Effect of excise and VAT disputes     6 (g)      26       1.1         (40     (1.7       202       8.8  
Tax on excise and VAT disputes     10 (d)      (3     (0.1       14       0.6         (16     (0.7
Effect of disposal of BAT Pars     6 (f)      358       15.6         -       -         -       -  
Other adjusting items     3,6 (d)      19       0.8         487       21.2         236       10.3  
Tax effect on other adjusting items       (5     (0.2       (104     (4.5       (50     (2.2
Deferred tax relating to changes in tax rates     10       (98     (4.3       (21     (0.9       (49     (2.2
Effect of early repurchase of bonds     8 (b)      -       -         142       6.2         -       -  
Tax effect of early repurchase of bonds       -       -         (32     (1.4       -       -  
Effect of interest on FII GLO settlement and other     8 (b)      55       2.4         11       0.5         80       3.5  
Tax effect of interest on FII GLO settlement and other       -       -         (4     (0.2       -       -  
Effect of retrospective guidance on WHT     10 (d)      -       -         (42     (1.8       -       -  
Adjusted earnings per share (diluted)       7,556       329.0         7,613       331.7         7,418       323.8  

 

36


Headline earnings per share as required by the JSE Limited

The presentation of headline earnings per share, as an alternative measure of earnings per share, is mandated under the JSE Listing Requirements. It is calculated in accordance with Circular 1/2021 ‘Headline Earnings’, as issued by the South African Institute of Chartered Accountants.

 

     Basic  
     2021            2020            2019  
    

Earnings

£m

   

Earnings

per share

pence

          

Earnings

£m

   

Earnings

per share

pence

          

Earnings

£m

   

Earnings

per share

pence

 
Basic earnings per share      6,789       296.9                 6,400       280.0                 5,704       249.7  
Effect of impairment of intangibles, property, plant and equipment and assets held-for-sale      138       6.0          465       20.3          518       22.7  
Tax and non-controlling interests on impairment of intangibles and property, plant and equipment      (42     (1.8        (74     (3.3        (79     (3.5
Effect of (gains)/losses on disposal of property, plant and equipment, held-for-sale assets, partial/full termination of IFRS 16 leases, and sale and leaseback      (10     (0.4        (26     (1.1        7       0.3  
Tax and non-controlling interests on disposal of property, plant and equipment, held-for-sale assets, partial/full termination of IFRS 16 leases, and sale and leaseback      2       0.1          8       0.3          (1     -  
Effect of impairment of BAT Pars      83       3.6          -       -          -       -  
Tax on impairment of BAT Pars      -       -          -       -          -       -  
Effect of foreign exchange reclassification from reserves to the income statement                   
- Subsidiaries      291       12.7          -       -          -       -  
- Associates      (2     (0.1        -       -          -       -  
Issue of shares and change in shareholding in associate      (6     (0.3        (17     (0.7        (25     (1.1

Headline earnings per share (basic)

     7,243       316.7          6,756       295.5          6,124       268.1  

 

37


     Diluted  
     2021            2020            2019  
    

Earnings

£m

   

Earnings

per share

pence

          

Earnings

£m

   

Earnings

per share

pence

          

Earnings

£m

   

Earnings

per share

pence

 
Diluted earnings per share      6,789       295.6                 6,400       278.9                 5,704       249.0  
Effect of impairment of intangibles, property, plant and equipment and assets held-for-sale      138       6.0          465       20.3          518       22.5  
Tax and non-controlling interests on impairment of intangibles and property, plant and equipment      (42     (1.8        (74     (3.3        (79     (3.4
Effect of (gains)/losses on disposal of property, plant and equipment, held-for-sale assets, partial/full termination of IFRS 16 leases, and sale and leaseback      (10     (0.4        (26     (1.1        7       0.3  
Tax and non-controlling interests on disposal of property, plant and equipment, held-for-sale assets, partial/full termination of IFRS 16 leases, and sale and leaseback      2       0.1          8       0.3          (1     -  
Effect of impairment of BAT Pars      83       3.6          -       -          -       -  
Tax on impairment of BAT Pars      -       -          -       -          -       -  
Effect of foreign exchange reclassification from reserves to the income statement                   

- Subsidiaries

     291       12.6          -       -          -       -  

- Associates

     (2     (0.1        -       -          -       -  
Issue of shares and change in shareholding in associate      (6     (0.3        (17     (0.7        (25     (1.1

Headline earnings per share (diluted)

     7,243       315.3          6,756       294.4          6,124       267.3  

 

38


12 Intangible assets

(a) Overview of intangible assets

 

    2021  
   

Goodwill  

£m  

       

Computer  

software  

£m  

       

Trademarks  

and  

similar  
intangibles  

£m  

       

Assets in  

the course  
of  

development  

£m  

       

Total  

£m  

1 January

                 

Cost

    43,319                1,307                73,598                120                118,344  

Accumulated amortisation and impairment

        (885       (2,116           (3,001
 

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

Net book value at 1 January

    43,319         422         71,482         120         115,343  
 

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

Differences on exchange

    (68       (3       640         -         569  

Additions

                 

– internal development

    -         -         -         139         139  

– separately acquired

    -         -         60         33         93  

Reallocations

    -         118         18         (136       -  

Amortisation charge

    -         (116       (319       -         (435

Impairment

    (57       (13       (14       -         (84

31 December

                 

Cost

    43,194         1,266         74,227         156         118,843  

Accumulated amortisation and impairment

        (858       (2,360           (3,218
 

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

Net book value at 31 December

        43,194               408             71,867               156             115,625  
 

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

 

39


     2020  
    

Goodwill  

£m  

 

Computer  

software  

£m  

 

Trademarks  

and  

similar  
intangibles  

£m  

 

Assets in  

the course of  

development  

£m  

 

Total  

£m  

1 January

          

Cost

     44,316       1,207       75,726       115       121,364  

Accumulated amortisation and impairment

       (780     (1,797       (2,577
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value at 1 January

     44,316       427       73,929       115       118,787  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Differences on exchange

     (824     (3     (2,252     -       (3,079

Additions

          

– internal development

     -       -       -       142       142  

– acquisitions (note 27)

     36       -       39       -       75  

– separately acquired

     -       -       103       13       116  

Reallocations

     -       127       23       (150     -  

Amortisation charge

     -       (121     (338     -       (459

Impairment

     (209     (8     (22     -       (239

31 December

          

Cost

     43,319               1,307       73,598       120       118,344  

Accumulated amortisation and impairment

       (885     (2,116       (3,001
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value at 31 December

             43,319       422               71,482                   120             115,343  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(b) Goodwill

Goodwill of £43,194 million (2020: £43,319 million) is included in intangible assets in the balance sheet of which the following are the significant acquisitions: Reynolds American £33,021 million (2020: £32,719 million); Rothmans Group £4,408 million (2020: £4,591 million); Imperial Tobacco Canada £2,345 million (2020: £2,304 million); ETI (Italy) £1,384 million (2020: £1,474 million) and ST (principally Scandinavia) £1,043 million (2020: £1,111 million). The principal allocations of goodwill in the Rothmans’ acquisition are to the cash-generating units of Europe and South Africa, with the remainder mainly relating to operations in APME.

During 2021, the Group recognised a goodwill impairment charge of £57 million (2020: £209 million) as explained in note 12(e)(iv) below.

 

40


(c) Trademarks and similar intangibles

Trademarks and similar intangibles with indefinite lives

The net book value of trademarks and similar intangibles with indefinite lives is £69,475 million (2020: £68,839 million) and relates to the acquisition of Reynolds American. The trademarks acquired, including Newport, Camel, Natural American Spirit, Grizzly and Pall Mall, all of which are part of the Group’s Strategic Portfolio of key brands, form the core focus of the U.S. business and receive significant support in the form of dedicated internal resources, forecasting and, where appropriate, marketing investment. These trademarks have significant market share and positive cashflow growth expectations. There are no regulatory or contractual restrictions on the use of the trademarks, and there are no plans by management to significantly redirect resources elsewhere. Consequently, in the view of management, these trademarks do not have a foreseeable and definite end to their ability to generate future cash flows and hence are not amortised.

Trademarks and similar intangibles with definite lives

The majority of trademarks and similar intangibles with definite lives relate to trademarks acquired in previous years. These trademarks are amortised over their expected useful lives, which do not exceed 20 years. Included in the net book value of trademarks and similar intangibles are trademarks relating to the acquisition of Reynolds American £2,038 million (2020: £2,260 million). In 2020, the Group acquired the formulations, brands, associated know-how and other relevant assets owned by Dryft Sciences, LLC, relating to its white nicotine pouch products. These have been accounted as trademarks with a value of £103 million (see note 27(c)).

Also, in 2020, due to the migration to Vuse and difficult trading conditions in South Africa and the delisting of certain brands in Belize, the Group recognised an impairment charge of £18 million.

(d) Computer software and assets in the course of development

Included in computer software and assets in the course of development are internally developed assets with a carrying value of £517 million (2020: £513 million). The costs of internally developed assets include capitalised expenses of employees working full time on software development projects, third-party consultants and software licence fees from third-party suppliers.

The Group has £2 million of future contractual commitments (2020: £6 million) related to intangible assets.

(e) Impairment testing

(i) Overview

a. Estimation uncertainty

As described in note 1, the critical accounting estimates used in the preparation of the consolidated financial statements include the review of asset values, especially indefinite life assets such as goodwill and certain trademarks and similar intangibles.

There is significant judgement with regard to assumptions and estimates involved in the forecasting of future cash flows, which form the basis of the assessment of the recoverability of these assets, with the effect that the value-in-use of calculations incorporate estimation uncertainty, particularly for certain assets held in relation to the Canadian, U.S., Malaysian, Peruvian and South African markets and the Global Travel Retail (GTR) business.

b. Impact of climate change

The impact of climate change on the future cash flows has been considered for scenarios analysed in terms of future access to tobacco and nicotine. The climate change scenario analyses – conducted in line with TCFD recommendations - undertaken this year did not identify any material financial impact.

(ii) Impairment testing – Trademarks and similar intangibles with indefinite lives (brands)

The trademarks and similar intangibles with indefinite lives (brands) have been tested for impairment on a value-in-use basis. The value-in-use calculations use cash flows based on detailed brand budgets prepared by management using projected sales volumes, revenues and projected brand profitability covering a five-year horizon and, thereafter, grown into perpetuity. Corporate costs are allocated to the brand budgets based on either specific allocations, where appropriate, or based on volumes. The pre-tax discount rates, ranging between 8.71% and 9.94%, and long-term growth rates of between 0.75% and 1%, applied to the brand value-in-use calculations have been determined by local management based on experience, specific market and brand trends and pricing and cost expectations. Following the application of a reasonable range of sensitivities, there was no indication of impairment.

Refer to note 12(e)(v) for further information on the Newport and Camel brand impairment testing. As the trademarks and similar intangibles with indefinite lives relate to the acquisition of Reynolds American, the brand budgets used in the value-in-use calculations have also been incorporated into the budget information used in the impairment testing of the Reynolds American goodwill.

 

41


(iii) Cash-generating units and information on goodwill impairment testing

In 2021, goodwill was allocated for impairment testing purposes to 17 (2020: 19) individual cash-generating units – one in the U.S. (2020: one), six in APME (2020: six), six in AMSSA (2020: seven) and four in ENA (2020: five).

The number of cash-generating units in AMSSA and ENA reduced by one as a result of the 2020 impairment of goodwill in Twisp and Blue Nile (note 12(e)(iv)).

 

     2021             2020  
    

Carrying

amount

£m

    

Pre-tax

discount rate

%

           

Carrying

amount

£m

    

Pre-tax

discount

rate

%

 

Cash-generating unit

                     

Reynolds American

     33,021        8.4           32,719        7.6  

Europe

     5,362        6.1           5,639        6.2  

Canada

     2,345        19.3           2,304        19.1  

Australia

     719        6.8           756        7.9  

South Africa

     512        14.6           552        11.5  

Singapore

     352        8.2           356        9.6  

GTR

     233        7.7           241        6.5  

Malaysia

     226        11.2           232        10.3  

Peru

     91        10.7           145        9.5  

Other

     333        6.8           375        7.8  

Total

     43,194                    43,319           

Included within ‘Other’ above is goodwill arising on various acquisitions that have been allocated to eight cash-generating units which are, individually, insignificant. The pre-tax discount rate represents the weighted average pre-tax discount rate.

The recoverable amounts of all cash-generating units have been determined on a value-in-use basis. The key assumptions for the recoverable amounts of all units are the budgeted volumes, revenues, operating margins and terminal growth rates, which directly impact the cash flows, and the discount rates used in the calculation. The long-term growth rate is used purely for the impairment testing of goodwill under IAS 36 Impairment of Assets and does not reflect long-term planning assumptions used by the Group for investment proposals or for any other assessments.

Pre-tax discount rates, as shown above, were used in the impairment testing, based on the Group’s weighted average cost of capital, taking into account the cost of capital and borrowings, to which specific market-related premium adjustments are made. These adjustments are derived from external sources and are based on the spread between bonds (or credit default swaps, or similar indicators) issued by the U.S. or comparable governments and by the relevant local government, adjusted for the Group’s own credit market risk. For ease of use and consistency in application, these results are periodically calibrated into bands based on internationally recognised credit ratings. The long-term growth rates and discount rates have been applied to the budgeted cash flows of each cash-generating unit. These cash flows have been determined by local management based on experience, specific market and brand trends, as well as pricing and cost expectations. These have been endorsed by Group management as part of the consolidated Group’s budget.

 

42


(iv) Impairment testing – Goodwill (excluding Reynolds American and Canada)

The value-in-use calculations use cash flows based on detailed financial budgets prepared by management covering a one-year period extrapolated over a 10-year horizon with growth of 3% (2020: 3%) in years 2 to 10 having been assumed as the long-term volume decline is more than offset by pricing to drive revenue growth. A 10-year horizon is considered appropriate based on the Group’s history of profit and cash growth, its well-balanced portfolio of brands and the industry in which it operates. For recent acquisitions and start-up ventures the detailed financial budget is expanded to reflect the medium-term plan of the country or market management spanning five years or beyond.

As a result of difficult trading conditions, the above assumptions were amended to reflect the short- to medium-term plans of the country or area management spanning up to a period of five years for the Malaysian, GTR, South African and Peruvian cash-generating units.

Having recognised an impairment charge in 2020 due to difficult trading conditions in Malaysia (£197 million), including high incidence of illicit trade and downtrading, the Malaysian CGU assessment was amended to reflect the short- to medium-term country plans. As a result of the assessment, in 2021, no further deterioration in performance was identified requiring further impairment consideration. The Group will continue to monitor Malaysia’s performance going forward to identify if any impairment triggers materialise.

During 2021, GTR continued to experience difficult trading conditions as a consequence of the COVID-19 pandemic, as global travel continued to be significantly constrained. As a result, management prepared forecasted cashflows assuming a phased recovery, alongside maintaining the long-term growth rate at 0%. Following the application of a reasonable range of sensitivities, there was no indication of impairment. For the GTR cash-generating unit headroom to reduce to £nil, the forecast cash flows would need to reduce by a further 79% in each forecast year or the pre-tax discount rate would need to increase to 29.7%. Management believes that the duty-free business will recover and therefore both scenarios are not considered, at this stage, to be reasonably possible.

South Africa continues to recover from a five-month sales ban in 2020, with the forecasted cashflows prepared to reflect the continued expected recovery. Following the application of a reasonable range of sensitivities, there was no indication of impairment. For the South African cash-generating unit headroom to reduce to £nil, the forecast cash flows would need to reduce by a further 23% in each forecast year or the pre-tax discount rate would need to increase to 18.9%. Management believes that the post-ban recovery will continue in South Africa and therefore both scenarios are not considered by management, at this stage, to be reasonably possible.

In Peru, due to continued difficult trading conditions as a consequence of the COVID-19 pandemic and its impact on the forecasted operating cashflows, the Group had recognised an impairment charge of £54 million in 2021. This partial impairment reduces the carrying value of goodwill to £91 million. Also, in 2021, the Group impaired in full the goodwill of Myanmar resulting in an impairment charge of £3 million.

The table below shows the headroom and the impairment charge that would be recognised if the assumptions used in the value-in-use calculation were changed:

 

    

Carrying

amount

of CGU

£m

    

Headroom

£m

    

Increase

in discount

rate(1)

£m

   

Decrease

in cash

flows(1)

£m

   

Increase

in terminal

value(1)

£m

 
                      Change in headroom/impairment charge  

Cash-generating unit

            

Peru (1)

     91        -        (14     (10     (11

(1) Peru: reasonably possible changes in key assumptions that would result in additional impairment would be a 1.6% increase in the pre-tax discount rate, a 10% decrease in forecast cash flows reflecting a permanent loss in volumes arising from the COVID-19 pandemic or a 1% increase in terminal decline.

With the exception of the Peruvian cash-generating unit, following the application of a reasonable range of sensitivities to all the cash-generating units, and after reflecting the impairments above, there was no indication of any further impairment.

In 2020, the Group also impaired in full the goodwill arising from the acquisitions of Twisp in South Africa and Blue Nile in Sudan due to difficult trading conditions in these markets. This resulted in the recognition of impairment charges of £11 million and £1 million, respectively.

 

43


(v)     Impairment testing – Reynolds American

Goodwill relating to Reynolds American and the Newport and Camel trademarks

On 29 April 2021, the FDA reconfirmed its intention to issue a proposed product standard to ban menthol as a characterising flavour in cigarettes. Management notes that the FDA announcement does not itself constitute a ban on menthol in cigarettes, and any proposed regulation of menthol in cigarettes would need to be introduced through the established U.S. comprehensive rule-making process, the timetable and outcome for which was, and remains, uncertain. Management continues to believe that any ban, given the mechanisms and processes required to be followed in the U.S., is unlikely to be implemented within the next five years. In addition, it is unclear how any such potential U.S. regulation might affect the manufacture and marketing of Group combustible brands containing menthol. The base case scenario used in the impairment model therefore does not include any potential impact of changes in regulation in relation to menthol flavourings in combustibles within the five-year discrete forecast period. Any potential impacts have been captured within the terminal growth rate and discount rates applied.

The Group has a long-standing track record of managing regulatory shifts and, in the event of regulatory change, the Group remains confident in its ability to navigate that environment successfully.

Since 2018, having considered the combination of the risk of implementation and impact of any change in regulations, the Group has not recognised any impairment on either the Newport or Camel brands or the Reynolds American goodwill, as management concluded that there would not be a significant impact to the value-in-use.

The carrying amounts for Reynolds American goodwill, Newport and Camel brands intangibles were £33,021 million, £29,517 million and £12,485 million, respectively (2020: £32,719 million, £29,248 million and £12,371 million). The value-in-use calculations for brands, as described in note 12(e)(ii) above, have been incorporated in the base case scenario used in the Reynolds American goodwill model. The value-in-use calculations have been prepared based on a five-year cash flow forecast which assumes long-term volume decline of cigarettes. This decline is more than offset by pricing. After this forecast, a growth rate of 1% has been assumed for Reynolds American goodwill, 0.75% for Newport and 0.85% for Camel and a pre-tax discount rate of 8.4% (2020: 7.6%), 9.9% (2020: 8.3%) and 9.4% (2020: 8.3%), respectively.

The excess of value-in-use earnings over the carrying values (headroom) of the Reynolds American goodwill and the Newport and Camel brands intangibles would be reduced to nil if the following individual changes, none of which are considered reasonably possible by management, were made to the key assumptions used in the impairment model.

 

    

Reynolds

American

goodwill

%

    

Newport

%

    

Camel

%

 

Assumptions

        

Decrease in revenue by

     7.2        15.1        15.2  

Increase in pre-tax discount rate by

     1.6        2.5        2.9  

Decrease in terminal value rate by

     1.4        5.1        5.6  

For Reynolds American goodwill, the change in revenue assumption is based on combustibles revenue in the five-year forecast reducing by 7.2% in each year and assumes that other assumptions are not changed. For Newport and Camel, the change in revenue assumption is based on the revenue in the five-year forecast reducing by 15.1% and 15.2%, respectively in each year and assumes that other assumptions are not changed.

(vi)     Impairment testing – Canada

Goodwill relating to Imperial Tobacco Canada Ltd (ITCAN)

In March 2019, ITCAN obtained an Initial Order from the Ontario Superior Court of Justice granting it protection under the Companies’ Creditors Arrangement Act (CCAA). If the CCAA bankruptcy protection were to end, significant liabilities might crystallise. As a consequence, to reflect the risk to future operating cash flows, the value-in-use calculations have been prepared based on a five-year cash flow forecast, after which a growth rate of -2.5% and a pre-tax discount rate of 19.3% (2020: 19.1%) have been assumed. Further information on the Quebec Class Actions and CCAA can be found in note 31.

In addition to the increase in discount rate, a reasonable range of sensitivities was applied to the value-in-use calculation, and there was no indication of impairment.

The excess of value-in-use earnings over the carrying values (headroom) of the ITCAN goodwill would be reduced to nil if the following individual changes, none of which are considered reasonably possible by management, were made to the key assumptions used in the impairment model. The change in revenue assumption is based on combustibles revenue in the five-year forecast reducing by 27.4% in each year and assumes that other assumptions are not changed.

 

44


    

Canada

goodwill

 
     %  

Assumptions

  

Decrease in revenue by

     27.4  

Increase in pre-tax discount rate by

     14.7  

The £2,345 million of goodwill relating to ITCAN on the Group’s balance sheet at 31 December 2021 will continue to be reviewed on a regular basis. Any future impairment charge would result in a non-cash charge to the income statement that will be treated as an adjusting item.

 

45


13 Property, plant and equipment

(a) Overview of property, plant and equipment, including right-of-use assets

 

     2021   
    

Freehold    

property    

£m    

 

Leasehold    

property    

£m    

 

Plant,    

equipment    

and other    

owned    

£m    

 

Plant,     

equipment     

and other     

leased     

£m     

 

Assets in    

the    

course of    

construction    

£m    

 

Total   

£m   

1 January

            
Cost      1,518       798       5,807       217       764       9,104  
Accumulated depreciation and impairment      (444     (315     (3,175     (110       (4,044
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value at 1 January

     1,074       483       2,632       107       764       5,060  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Differences on exchange

     (23     (22     (135     (5     (18     (203

Additions

            

– right-of-use assets

     -       88       -       76       -       164  

– separately acquired

     -       1       45       -       508       554  

Reallocations

     44       51       441       1       (537     -  

Depreciation

     (35     (110     (303     (57     -       (505

Impairment

     (4     (2     (37     -       (11     (54
Right-of-use assets – reassessments, modifications and terminations      -       (11     -       (5     -       (16
Disposals      (7     (1     (12     -       -       (20
Net reclassifications as held-for-sale      (16     -       (11     -       -       (27

31 December

            

Cost

     1,421       847       5,750       247       706       8,971  
Accumulated depreciation and impairment      (388     (370     (3,130     (130       (4,018
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value at 31 December

     1,033       477       2,620       117       706       4,953  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

46


    2020   
   

Freehold    

property    

£m    

 

Leasehold    

property    

£m    

 

Plant,    

equipment    

and other    

owned    

£m    

 

Plant,     

equipment     

and other     

leased     

£m     

 

Assets in    

the    

course of    

construction    

£m    

 

Total   

£m   

1 January

           
Cost     1,503       785       5,795       215       921       9,219  
Accumulated depreciation and impairment     (427     (229     (2,974     (71       (3,701
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value at 1 January

    1,076       556       2,821       144       921       5,518  

Differences on exchange

    (38     (25     (150     (4     (55     (272

Additions

           

– right-of-use assets

    -       67       -       36       -       103  

– separately acquired

    2       -       40      
-
 
    459       501  

– acquisition of subsidiaries (note 27(a))

    -       1       -       -       -       1  

Reallocations

    84       14       427       -       (525     -  

Depreciation

    (38     (118     (313     (62     -       (531

Impairment

    (5     (1     (184     -       (36     (226
Right-of-use assets – reassessments, modifications and terminations     -       (11     -       (7     -       (18
Disposals     (7     -       (9     -       -       (16
Net reclassifications as held-for-sale     -       -       -       -       -       -  

31 December

           

Cost

    1,518       798       5,807       217       764       9,104  
Accumulated depreciation and impairment     (444     (315     (3,175     (110       (4,044
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value at 31 December     1,074       483       2,632       107       764       5,060  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Refer to notes 4 and 7 for more information on property, plant and equipment impairments. The £27 million (2020: £nil) of assets reclassified as held-for-sale primarily relates to the disposal of the Iranian subsidiary, BAT Pars, as disclosed on note 27(d).

The Group has £90 million of future contractual commitments (2020: £110 million) related to property, plant and equipment.

 

47


(b) Right-of-use assets

In accordance with IFRS 16 Leases, the right-of-use assets related to leased properties have been included in the asset class ‘Leasehold Property’ (note 13(c)) and other right-of-use assets have been reported under ‘Plant, equipment and other leased’.

The Group leases various offices, warehouses, retail spaces, equipment and vehicles through its subsidiaries across the globe. Arrangements are entered into in the course of ordinary business, and lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions reflecting local commercial practice. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes.

Assets representing ‘plant, equipment and other’ relate to leases of various assets including tobacco vending machines, industrial equipment and distribution vehicles in Brazil, Japan, Pakistan, Poland, Romania, Switzerland, U.S. and other countries.

(c) Leasehold property

As of 31 December 2021, the Group holds £165 million (2020: £132 million) of leasehold properties acquired and another £312 million (2020: £351 million) of right-of-use leased properties.

Assets representing ‘leasehold property’ relate to leases in respect of offices, retail space, warehouses and manufacturing facilities occupied by Group subsidiaries and include property leases with lease terms of more than five years in Brazil, Bangladesh, Germany, Mexico, Romania, Singapore and Vietnam, amongst other countries. In addition, capitalised expenditure representing leasehold improvements is included in this asset class.

 

    

2021  

£m  

  

2020  

£m  

Leasehold land and property comprises

     

– net book value of long leasehold

     14        17  

– net book value of short leasehold

     463        466  
  

 

 

 

  

 

 

 

         477            483  
  

 

 

 

  

 

 

 

 

     2021   
Leasehold property net book
value movements for the year
ended 31 December 2021
  

Net book    

value at    

1 January    

£m    

  

Differences    

on    

exchange    

£m    

 

Depreciation    

and    

impairment    

£m    

 

Other net    

movements    

(*)    

£m    

  

Net book    

value at    

31 December    

£m    

– Property acquired (IAS16)

     132        (8     (13     54        165  

– Right-of-use properties (IFRS16)

     351        (14     (99     74        312  
  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

     483        (22     (112     128        477  
  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

48


     2020   
Leasehold property net book value
movements for the year ended
31 December 2020
  

Net book    
value at    
1 January    

£m    

  

Differences    
on    
exchange    

£m    

 

Depreciation    
and    
impairment    

£m    

 

Other net    
movements    

(*)    

£m    

  

Net book   
value at   
31 December   

£m   

– Property acquired (IAS16)

     135        (6     (11     14        132  

– Right-of-use properties (IFRS16)

     421        (19     (108     57        351  
  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

     556        (25     (119     71        483  
  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

(*)

Property acquired (IAS 16 Property, plant and equipment) other net movements represent additions (directly acquired and/or transferred from assets in the course of construction) net of disposals, whereas the right-of-use properties (IFRS 16) other net movements relates to new leases net of reassessments, modifications and terminations as reported in the Property, plant and equipment movement table in note 13(a). Other net movements also includes £nil (2020: £1 million) in relation to acquired companies.

(d) Freehold property

As of 31 December 2021, the Group owns freehold property amounting to £1,033 million (2020: £1,074 million), representing factories, warehouses and office buildings together with adjoining land, mainly in the U.S., UK, Bangladesh, Indonesia and South Korea.

 

    

2021  

£m  

  

2020  

£m  

  

 

 

 

  

 

 

 

Cost of freehold land within freehold property on which no depreciation is provided

         242            251  
  

 

 

 

  

 

 

 

 

49


14 Investments in associates and joint ventures

 

    

2021  

£m  

 

2020  

£m  

1 January

     1,796       1,860  

Total comprehensive income (note 9)

     412       323  

Dividends

     (392     (394

Additions (note 27(c))

     130       5  

Other equity movements

     2       2  
  

 

 

 

 

 

 

 

31 December      1,948       1,796  
  

 

 

 

 

 

 

 

Non-current assets

     1,286       1,021  

Current assets

     1,144       1,155  

Non-current liabilities

     (83     (61

Current liabilities

     (399     (319
  

 

 

 

 

 

 

 

     1,948       1,796  
  

 

 

 

 

 

 

 

ITC Ltd. (Group’s share of the market value is £7,839 million (2020: £7,574 million))

     1,759       1,724  

Other listed associates (Group’s share of the market value is £232 million (2020: £184 million))

     154       26  

Unlisted associates

     35       46  
  

 

 

 

 

 

 

 

         1,948           1,796  
  

 

 

 

 

 

 

 

The principal associate undertaking of the Group is ITC Ltd. (ITC). Included within the dividends amount of £392 million (2020: £394 million) are £383 million (2020: £386 million) attributable to dividends declared by ITC.

Organigram Inc.

On 11 March 2021, the Group announced a strategic collaboration agreement with Organigram Inc., a wholly owned subsidiary of publicly traded Organigram Holdings Inc. (collectively, Organigram). Under the terms of the transaction, a Group subsidiary acquired a 19.9% equity stake in Organigram Holdings Inc. (listed on both the Nasdaq and Toronto Stock Exchange under the symbol ‘OGI’) to become its largest shareholder.

The Group’s share of the fair value of net assets acquired included £49 million of intangibles and £30 million of goodwill, representing a strategic premium to enter the legal cannabis market in North America.

The carrying value of the investment at 31 December 2021 is £125 million, which is higher than the value implied by the market price of individual shares at that date. Due to the likelihood of short-term volatility in the share price, third-party valuations were considered which indicate a valuation for the Group’s investment in excess of the current carrying value. Any potential impairment of the investment would be immaterial to the Group. Management will continue to monitor the carrying value, in line with IAS 36, over the course of future periods.

Tisak d.d.

The Group’s investment in Tisak d.d. (Tisak) was acquired as part of the TDR transaction (note 27). During 2016, the Group entered into an agreement with Tisak’s parent Agrokor d.d. (Agrokor) to convert certain outstanding trading balances into long-term loans and an additional shareholding in Tisak. As part of the agreement, Agrokor had the right to reacquire the additional shareholding in Tisak. As a consequence of this, while the Group had legal ownership of the additional shareholding, it did not consider that the shares provided any additional equity interest and continued to account for 26% of the equity of Tisak. In 2017, due to the financial difficulties of Agrokor and Tisak, the Group fully impaired this investment resulting in a charge of £27 million to the income statement in that year that was reported as an adjusting item. In July 2018, Agrokor’s creditors approved a settlement plan proposed by Agrokor’s administrators. The settlement plan has not returned any value to the Group, and Tisak was liquidated on 21 September 2021.

 

50


ITC Ltd.

ITC is an Indian conglomerate based in Kolkata and maintains a presence in cigarettes, hotels, paper and packaging, agri-business and other fast-moving goods (e.g. confectionery, branded apparel, personal care, stationery and safety matches). BAT’s interest in ITC is 29.38%.

ITC prepares accounts on a quarterly basis with a 31 March year-end. As permitted by IAS 28 Investments in associates and joint ventures, results up to 30 September 2021 have been used in applying the equity method. This is driven by the availability of information at the half-year, to be consistent with the treatment in the Group’s interim accounts. Any further information available after the date used for reporting purposes is reviewed and any material items adjusted for in the final results. The latest published information available is at 31 December 2021.

 

    

2021    

£m    

 

2020    

£m    

Non-current assets

     3,889       3,399  

Current assets

     3,391       3,513  

Non-current liabilities

     (231 )       (194 )  

Current liabilities

     (1,061     (858
  

 

 

 

 

 

 

 

          5,988            5,860  
  

 

 

 

 

 

 

 

Group’s share of ITC Ltd. (2021: 29.38%; 2020: 29.42%)

     1,759       1,724  
  

 

 

 

 

 

 

 

 

51


15 Retirement benefit schemes

The Group operates various funded and unfunded defined benefit schemes, including pension and post-retirement healthcare schemes, and defined contribution pension schemes through its subsidiary undertakings in multiple jurisdictions, with its most significant arrangements being in the U.S., UK, Canada, Germany, Switzerland and the Netherlands. Together, schemes in these territories account for over 90% of the total underlying obligations of the Group’s defined benefit arrangements and over 70% of the defined benefit net costs charged to adjusted profit.

Pension obligations consist mainly of final salary pension schemes which provide benefits to members in the form of a guaranteed level of pension payable for life. The level of benefits provided depends on members’ length of service and their salary in the final years leading up to retirement. In addition, the Group operates several healthcare benefit schemes, of which the most significant are in the U.S. and Canada. The majority of defined benefit schemes allow for the future accrual of benefits. With the exception of arrangements required under local regulations, most of the Group’s arrangements are closed to new entrants.

Benefits provided through defined contribution schemes are charged as an expense as payments fall due. The liabilities arising in respect of defined benefit schemes are determined in accordance with the advice of independent, professionally qualified actuaries, using the projected unit credit method. It is Group policy that all schemes are formally valued at least every three years.

Through its defined benefit pension schemes and healthcare benefit schemes, the Group is exposed to a number of risks, including:

 

  -

Asset volatility: The scheme liabilities are calculated using discount rates set by reference to bond yields. If scheme assets underperform this yield, e.g. due to stock market volatility, this will create a deficit. However, most funded schemes hold a proportion of assets which are expected to outperform bonds in the long term, and the majority of schemes by value are subject to local regulation regarding funding deficits.

 

  -

Changes in bond yields: A decrease in corporate bond yields will increase scheme liabilities, although this will be partially offset by an increase in the value of the schemes’ bond holdings, ‘buy-in’ insurance assets or other hedging instruments.

 

  -

Inflation risk: Some of the Group’s pension obligations are linked to inflation, and higher inflation will lead to higher liabilities, although in most cases, caps on the level of inflationary increases are in place in the scheme rules, while some assets and derivatives provide specific inflation protection.

 

  -

Life expectancy: The majority of the schemes’ obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an increase in the plans’ liabilities. Assumptions regarding mortality and mortality improvements are regularly reviewed in line with actuarial tables and scheme specific experience.

The Group has an internal body, the Pensions Executive Committee (PEC), that is chaired by the Finance and Transformation Director. The PEC sets and oversees a set of philosophies, policies and practices in respect of post-employment benefits including, but not limited to, design, funding, investment strategy, risk management and governance. It also reviews significant changes to defined benefit schemes in the countries with the most significant liabilities, and defined contribution schemes in the countries with the most significant costs. Significant changes to defined benefit arrangements include scheme closures to future accrual and risk management exercises such as the ‘buy-in’ and ‘buy-out’ transactions referred to below.

A ‘buy-out’ transaction is where a pension scheme derecognises all (or part) of its liabilities, removing it from the balance sheet, by permanently transferring those obligations from the sponsoring employer to a third-party provider and eliminating all further legal or constructive obligation to the pension scheme or to the sponsoring employer. By contrast, with a ‘buy-in’ transaction the scheme liabilities remain on the balance sheet and the sponsoring employer remains responsible for the fulfilment of the pension obligations. However, these obligations are de-risked through the purchase of an insurance product designed to match the underlying cash flows of the pension liability reducing the risks associated with improved longevity and interest and discount rate movements. The Group consequently benefits from the ‘buy-in’ as it reduces the individual scheme’s reliance on the Group for future cash funding requirements.

All of the Group’s arrangements, including funded schemes where formal trusts or equivalents are required, have been developed and are operated in accordance with local practices and regulations where applicable in the countries concerned. Responsibility for the governance of these schemes, including specific investment decisions and funding contribution schedules, generally lies with the trustees, or equivalent bodies, of each arrangement. The trustees will usually consist of representatives appointed by both the sponsoring company and the beneficiaries.

The funded arrangements in the Group have policies on investment management, including strategies over a preferred long-term investment profile, and schemes in certain territories including Canada and the Netherlands manage their bond portfolios to match the weighted average duration of scheme liabilities. In addition, as noted below, certain arrangements in the UK and Canada have been de-risked through the purchase of insurance policies. The majority of funded schemes are subject to local regulations regarding funding requirements. Contributions to defined benefit schemes are determined after consultation with the respective trustees and actuaries of the individual externally funded schemes, and after taking into account regulatory requirements in each territory. The Group’s contributions to funded defined benefit schemes in 2022 in total are expected to be £83 million compared to £74 million in 2021.

U.S.

In the U.S., the main funded pension plans are the Reynolds American Retirement Plan (PEP) and the Retirement Income Plan for Certain RAI Affiliates (Affiliates), and the only funded healthcare scheme is the Brown & Williamson Tobacco Corporation

 

52


Welfare & Fringe Benefit Plan, all of which are established with corporate trustees that are required to run the plans in accordance with the plan’s rules and to comply with all relevant legislation, including the Employee Retirement Income Security Act of 1974.

The corporate trustees act as custodians with a committee of local management acting in a fiduciary capacity with regard to investment decisions, risk mitigation and administration of the arrangements. Contributions to the various funded plans are agreed with the named fiduciary, scheme actuaries and the committee of local management after taking account of statutory requirements including the Pension Protection Act of 2006, as amended. Through its U.S. subsidiaries, the Group may make significant contributions, either as required by statutory requirements or at the discretion of the Group, with the aim of maintaining a funding status of at least 90% and remaining fully funded in the long term. During 2021, the Group did not contribute to its funded pension and post-retirement plans in the U.S. and does not expect to do so in 2022.

For funded plans in the U.S., the trustees employ a risk mitigation strategy which seeks to balance pension plan returns with a reasonable level of funded status volatility. Based on this framework, the asset allocation has two primary components. The first component is the hedging portfolio, which uses extended duration fixed income holdings (typically U.S. Government and investment grade corporate bonds) and, to a lesser extent, derivatives to match a portion of the interest rate risk associated with the benefit obligations, thereby reducing expected funded status volatility. The second component is the return-seeking portfolio, which is designed to enhance portfolio returns. The return-seeking portfolio is broadly diversified across asset classes.

On 7 October 2021, the Group concluded a transaction affecting portions of the membership of the PEP and the Affiliates plans referred to above, allowing the Group to fully settle portions of its liability by transferring the obligations to the Metropolitan Tower Life Insurance Company in a buy-out. Approximately US$1.9 billion (£1.4 billion) of plan liabilities have been removed from the balance sheet, resulting in a settlement gain of £35 million.

At 31 December 2021, the PEP and Affiliates plans referred to above were reporting surpluses under IAS 19 totalling £463 million (2020: £232 million). Under the rules of these plans, after assuming the gradual settlement of the plan liabilities over the lives of the arrangements, any surplus would be returnable to the Group in the event of a termination or could otherwise be repurposed for other existing or replacement benefit plans, and accordingly, no surplus restrictions have been recognised.

United Kingdom

In the UK, the main pension arrangement is the British American Tobacco UK Pension Fund (UKPF), which is established under trust law and has a corporate trustee that is required to run the scheme in accordance with the UKPF’s Trust Deed and Rules and to comply with the Pension Scheme Act 1993, Pensions Act 1995, Pensions Act 2004 and all other relevant legislation. With effect from 1 July 2020, UKPF was closed to further accrual of benefits with all active members becoming deferred members. A past service credit was recognised on the difference between the salary increase assumption for active members and the inflation assumption for deferred members at the date of the plan amendment and curtailment of benefits.

The formal triennial actuarial valuation of the UKPF was last carried out with an effective date of 31 March 2020. This showed that UKPF had a surplus of £139 million on a Technical Provisions basis, in accordance with the statutory funding objective. The Trustee also has a Long-Term Funding Target to be fully funded on a Solvency Liabilities basis by 2026, and on this basis UKPF had a surplus of £7 million at the valuation date. Under IAS 19, this was reported as a net retirement benefit asset of £293 million (2020: £389 million).

Following the completion of the valuation noted above, the Trustee and the Group agreed a new Schedule of Contributions with an effective date of 5 October 2020. This schedule was subsequently replaced with a new Schedule with an effective date of 30 March 2021, such that the Group made no contributions in 2021 but is committed to pay £18 million in July 2022 and £18 million in July 2023 as contributions towards further de-risking of UKPF’s assets and securing members’ benefits. Contributions were £21 million in 2020 and £30 million in 2019.

Under the UKPF scheme rules, the Trustee does not have a unilateral power to commence a wind up of UKPF, and the Group has recognised a surplus as an unconditional right to a refund assuming the gradual settlement of the UKPF liabilities over the life of the scheme with any future surplus returnable to the Group at the end of the life of the scheme. The funding commitment is not considered onerous and no additional liabilities or surplus restrictions have been recognised.

As part of its risk management strategy, on 31 May 2019, the UK Trustee entered into a buy-in agreement with Pension Insurance Corporation plc (‘PIC’) to acquire an insurance policy with the intent of matching a specific part of UKPF’s future cash flows arising from the accrued pension liabilities of retired and deferred members and improving the security to the UKPF and its members. On an IAS 19 basis, the subsequent fair value of the insurance policy matches the present value of the liabilities being insured. On 19 May 2021, the Trustee entered into an agreement with PIC to acquire a second buy-in policy which involved the transfer of £383 million of assets held by UKPF to PIC. As a result of these transactions, approximately 84% of the assets held by UKPF (2020: 75%) are represented by the buy-in contracts, covering 91% of UKPF’s liabilities (2020: 83%).

For the residual assets held by UKPF, the current allocation is broadly split as 75% in risk reducing assets and 25% in return seeking assets. The return seeking portfolio is invested in illiquid assets which, in the normal course of events, will wind down naturally over time, with their value being realised as the investments mature. This is consistent with the Trustee’s ultimate target which is to be 100% invested in risk reducing assets or matching assets. Given the strong funding position of UKPF as shown in the 31 March 2020 Actuarial valuation, the Trustee will continue to review the investment strategy and may look to increase the proportion of risk-reducing or matching assets, commensurate with their ultimate target to further reduce UKPF’s exposure to asset volatility.

 

53


Other territories

Payments made to pensioners by the operating companies in Germany, net of income on scheme assets, are deemed to be company contributions to the Contractual Trust Arrangements and are anticipated to be around £37 million in 2022 and £33 million per annum for the four years after that. Contributions to pension schemes in Canada, Netherlands and Switzerland in total are anticipated to be around £11 million in 2022 and then also around £11 million per annum for the four years after that.

For schemes in the Netherlands reporting surpluses of £77 million (2020: £26 million), these surpluses have been recognised as an unconditional right to a refund assuming the gradual settlement of the pension liabilities over the life of the scheme, with any future surplus returnable to the Group at the end of the life of the scheme. For schemes in surplus in Canada of £27 million (2020: £19 million), the economic benefit has been calculated as a combination of the expected level of administration expenses which may be charged to the plan assets in accordance with the plan rules, which economically represents a potential surplus refund, and the value of the employer reserve account as defined in legislation, which represents a potential reduction in contributions on an ongoing basis or a surplus refund at the end of the life of the scheme.

On 2 September 2021, the Group through its Canadian subsidiaries entered into a buy-in agreement with five insurers to acquire insurance policies that operate as assets of its largest Canadian scheme, the Imasco Pension Fund Society Plan (Society Plan), by transferring plan assets of CAD $766 million (£451 million). The transaction was met entirely from the pension plan assets with no further funding required from the Group. The buy-in covered all the Society Plan’s liabilities in relation to pensioners and deferred members as well as the pensions accrued up to 31 December 2020 for active members. The Group consequently benefits from the buy-in as it reduces the Society Plan’s reliance on the Group for future cash funding requirements. For the residual assets, the Society Plan is 100% invested in risk reducing assets, consistent with the Canadian subsidiary’s ultimate de-risking target.

Unfunded arrangements

The majority of benefit payments are from trustee administered funds, however, there are also a number of unfunded schemes where the sponsoring company meets the benefit payment obligation as it falls due, including UK-based Defined Benefit and Defined Contribution Unapproved Unfunded Retirement Benefit Schemes (DB UURBS and DC UURBS respectively). The DC UURBS credits accrued in the year are increased in line with the Company’s Weighted Average Cost of Debt and the scheme is therefore treated as a defined benefit scheme under IAS 19. For unfunded pension schemes in the U.S. and UK, 38% of the liabilities reported at year-end are expected to be settled by the Group within 10 years, 28% between 10 and 20 years, 19% between 20 and 30 years, and 15% thereafter. For unfunded healthcare schemes in the U.S. and Canada, 63% of the liabilities reported at year-end are expected to be settled by the Group within 10 years, 27% between 10 and 20 years, 8% between 20 and 30 years, and 2% thereafter.

The amounts recognised in the balance sheet are determined as follows:

 

     Pension schemes      Healthcare schemes      Total  
    

2021  

£m  

 

2020  

£m  

 

2021   

£m   

 

2020   

£m   

 

2021  

£m  

 

2020  

£m  

Present value of funded scheme liabilities

     (9,859     (11,970     (225     (253     (10,084     (12,223

Fair value of funded scheme assets

     10,644       12,403       172       173       10,816       12,576  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     785       433       (53     (80     732       353  

Unrecognised funded scheme surpluses

     (16     (16     -       -       (16     (16
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     769       417       (53     (80     716       337  

Present value of unfunded scheme liabilities

     (555     (602     (482     (545     (1,037     (1,147
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     214       (185     (535     (625     (321     (810
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

54


The above net (liability)/asset is recognised in the balance sheet as follows:

 

– retirement benefit scheme liabilities

     (702     (897     (537     (627     (1,239     (1,524

– retirement benefit scheme assets

     916       712       2       2       918       714  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     214       (185     (535     (625     (321     (810
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The net liabilities of funded pension schemes by territory are as follows:

 

 

     Liabilities      Assets     Total   
  

 

 

 

 

 

 

 

 

 

 

 

    

2021  

£m  

 

2020  

£m  

 

2021  

£m  

 

2020  

£m  

 

2021  

£m  

 

2020  

£m  

– U.S.

     (3,378     (5,012     3,748       5,144       370       132  

– UK

     (3,357     (3,485     3,645       3,866       288       381  

– Germany

     (913     (1,035     896       918       (17     (117

– Canada

     (706     (756     724       758       18       2  

– Netherlands

     (769     (873     846       893       77       20  

– Switzerland

     (317     (348     311       312       (6     (36

– Rest of Group

     (419     (461     474       512       55       51  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Funded schemes

     (9,859     (11,970     10,644       12,403       785       433  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Of the Group’s unfunded pension schemes, 57% (2020: 54%) relate to arrangements in the UK and 32% (2020: 32%) relate to arrangements in the U.S., while 85% (2020: 85%) of the Group’s unfunded healthcare arrangements relate to arrangements in the U.S..

 

55


The amounts recognised in the income statement are as follows:

 

     Pension schemes      Healthcare schemes      Total  
  

 

 

 

 

 

 

 

 

 

 

 

    

2021   

£m   

 

2020   

£m   

 

2021   

£m   

 

2020   

£m   

 

2021   

£m   

 

2020   

£m   

Defined benefit schemes

            

Service cost

            

– current service cost

     60       72       2       2       62       74  

– past service credit, curtailments and settlements

     (29     (12     -       -       (29     (12

Net interest on the net defined benefit liability

            

– interest on scheme liabilities

     226       300       19       27       245       327  

– interest on scheme assets

     (226     (289     (5     (7     (231     (296

– interest on unrecognised funded scheme surpluses

     1       1       -       -       1       1  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     32       72       16       22       48       94  

Defined contribution schemes

     91       88       -       -       91       88  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total amount recognised in the income statement (note 3)      123       160       16       22       139       182  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The above charges are recognised within employee benefit costs in note 3 and include a credit of £23 million in 2021 (2020: charge of £10 million) in respect of settlements, past service costs and defined contribution costs reported as part of the restructuring costs and other adjusting items charged in arriving at profit from operations (note 7). Included in current service cost in 2021 is £15 million (2020: £16 million) of administration costs. Current service cost is stated after netting employee contributions, where applicable.

 

56


The movements in scheme liabilities are as follows:

 

     Pension schemes     Healthcare schemes       Total  
  

 

 

 

 

 

 

 

 

 

 

 

    

2021  

£m  

 

2020  

£m  

 

2021    

£m    

 

2020    

£m    

 

2021  

£m  

 

2020  

£m  

Present value at 1 January

     12,572       12,032       798       829       13,370       12,861  

Differences on exchange

     (122     (106     5       (23     (117     (129

Current service cost

     60       72       2       2       62       74  

Past service credit and settlements

     (1,426     (58     -       -       (1,426     (58

Interest on scheme liabilities

     226       300       19       27       245       327  

Contributions by scheme members

     3       1       -       -       3       1  

Benefits paid

     (705     (737     (55     (58     (760     (795

Actuarial losses/(gains)

            

– arising from changes in demographic assumptions

     147       26       3       (7     150       19  

– arising from changes in financial assumptions

     (394     1,032       (18     59       (412     1,091  

Experience losses/(gains)

     53       10       (47     (31     6       (21
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Present value at 31 December

     10,414       12,572       707       798       11,121       13,370  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Changes in financial assumptions principally relate to discount rate movements in both years. Past service and settlements in the table above includes amounts relating to the U.S. buy-out transaction during the year.

Scheme liabilities by scheme membership:

 

     Pension schemes     Healthcare schemes        Total  
  

 

 

 

  

 

 

 

  

 

 

 

    

2021 

£m 

  

2020 

£m 

  

2021  

£m  

  

2020  

£m  

  

2021 

£m 

  

2020  

£m  

Active members

     1,090        1,305        41        54        1,131        1,359  

Deferred members

     1,750        1,897        1        2        1,751        1,899  

Retired members

     7,574        9,370        665        742        8,239        10,112  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Present value at 31 December

     10,414        12,572        707        798        11,121        13,370  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Approximately 95% of scheme liabilities in both years relate to guaranteed benefits.

 

57


The movements in funded scheme assets are as follows:

 

     Pension schemes     Healthcare schemes       Total    
  

 

 

 

 

 

 

 

 

 

 

 

    

2021  

£m  

 

2020  

£m  

 

2021    

£m    

 

2020    

£m    

 

2021  

£m  

 

2020  

£m  

Fair value of scheme assets at 1 January

     12,403       11,682       173       178       12,576       11,860  

Differences on exchange

     (116     (117     -       (7     (116     (124

Settlements

     (1,397     (45     -       -       (1,397     (45

Interest on scheme assets

     226       289       5       7       231       296  

Company contributions

     74       103       -       -       74       103  

Contributions by scheme members

     3       3       -       -       3       3  

Benefits paid

     (668     (696     (13     (15     (681     (711

Actuarial gains

     119       1,184       7       10       126       1,194  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of scheme assets at 31 December

     10,644       12,403       172       173       10,816       12,576  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The actuarial gains and losses in both years principally relate to movements in the fair values of scheme assets including revaluations on initial recognition and subsequent remeasurement of insurance assets acquired in the buy-in transactions referred to above. Actual returns are stated net of applicable taxes and fund management fees. Past service and settlements in the table above includes amounts relating to the U.S. buy-out transaction during the year.

 

Scheme assets have been diversified into equities, bonds and other assets and are typically invested via fund investment managers into both pooled and segregated mandates of listed and unlisted equities and bonds.

 

 

 

     Pension schemes     Healthcare schemes       Total  
  

 

 

 

 

 

 

 

 

 

 

 

    

2021  

£m  

 

2020  

£m  

 

2021    

£m    

 

2020    

£m    

 

2021  

£m  

 

2020  

£m  

Equities – listed

          741         1,259           6           5       747       1,264  

Equities – unlisted

     892       992       65       68       957       1,060  

Bonds – listed

      1,929        2,432       5       5       1,934       2,437  

Bonds – unlisted

     1,924       3,163       72       73       1,996       3,236  

Other assets – listed

     543        202         15         13         558         215   

Other assets – unlisted

     4,615       4,355       9       9       4,624       4,364  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of scheme assets at 31 December

     10,644       12,403       172       173       10,816       12,576  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In the above analysis, investments via equity-based investment funds are shown under listed equities, and investments via bond-based investment funds are shown under listed bonds. Other assets include insurance contracts, cash and other deposits, derivatives and other hedges, recoverable taxes, infrastructure investments and investment property.

In the U.S., pension plan assets are invested using active investment strategies and multiple investment management firms. Managers within each asset class cover a range of investment styles and approaches. Allowable investment types include global equity, fixed income, real assets, private equity and absolute return. The range of allowable investment types utilised for pension assets provides enhanced returns and more widely diversifies the plan.

 

58


As noted above, during 2021 and 2019, the UKPF Trustee acquired insurance policies that operate as a UK Fund investment asset in a buy-in transaction. The residual assets now predominantly consist of liability driven investments and absolute return funds as well as a proportion of illiquid investments, such as private equity and infrastructure investments. Insurance policies acquired in buy-in transactions in the UK and Canada are included within ‘other assets-unlisted’ in the table above.

The fair values of listed scheme assets were derived from observable data including quoted market prices and other market data, including market values of individual segregated investments and of pooled investment funds where quoted. The fair value of buy-in insurance products was estimated as the present value of the underlying obligations covered by the insurance policy. The fair values of other unlisted assets were derived from cash flow projections of estimated future income after taking into account the estimated recoverable value of these assets.

The recognition of retirement benefit surpluses on the balance sheet is restricted where the economic benefit, in the form of a potential refund or reduction in future contributions, has a present value which is less than the net assets of the scheme. The movements in the unrecognised scheme surpluses, recognised in other comprehensive income, are as follows:

 

    Pension schemes    Healthcare schemes       Total 
 

 

 

 

 

 

 

 

 

 

 

 

   

2021  

£m  

 

2020  

£m  

 

2019 

£m 

 

2021    

£m    

 

2020    

£m    

 

2019  

£m  

 

2021  

£m  

 

2020  

£m  

 

2019 

£m 

Unrecognised funded scheme surpluses at 1 January

    (16     (28     (20     -       -       -       (16     (28     (20

Differences on exchange

    2       3       (1     -       -       -       2       3       (1

Interest on unrecognised funded scheme surpluses

    (1     (1     -       -       -       -       (1     (1     -  

Movement in year (note 22)

    (1     10       (7     -       -       -       (1     10       (7
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrecognised funded scheme surpluses at 31 December     (16     (16     (28     -       -       -       (16     (16     (28
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The principal actuarial assumptions (weighted to reflect individual scheme differences) used in the following territories are shown below. In both years, discount rates are determined by reference to normal yields on high quality corporate bonds at the balance sheet date.

 

     2021     2020  
  

 

 

   

 

 

 
     U.S.     UK     Germany     Canada     Netherlands     Switzerland     U.S.      UK      Germany     Canada     Netherlands     Switzerland  
Rate of increase in salaries (%)      3.4       -       2.5       2.5       1.4       1.2       3.4        -        2.5       3.0       2.1       1.1  
Rate of increase in pensions in payment (%)      2.5       3.4       1.8       Nil       1.1       Nil       2.5        3.0        1.5       Nil       0.9       Nil  
Rate of increase in deferred pensions (%)      0.1       3.0       1.8       Nil       1.1       -       -        2.2        1.5       Nil       0.9       -  
Discount rate (%)      3.0       1.8       1.3       2.8       1.0       0.2       2.6        1.4        0.9       2.3       0.5       -  
General inflation (%)      2.5       3.4       1.8       2.0       2.0       1.0       2.5        3.0        1.5       2.0       2.0       0.9  
     2021     2020  
  

 

 

   

 

 

 
     U.S.     UK     Germany     Canada     Netherlands     Switzerland     U.S.      UK      Germany     Canada     Netherlands     Switzerland  
Weighted average duration of liabilities (years)      12.3       16.7       13.6       11.0       17.1       13.3       11.6        17.0        14.0       11.0       18.0       13.4  

 

59


For healthcare inflation in the U.S., the assumption is 7.0% for 2021 (2020: 6.0%) and in Canada, the assumption is 5.0% for both years.

Mortality assumptions are subject to regular review. The principal schemes used the following tables:

 

U.S.    PRI-2012 mortality tables without collar or amount, projected with MP-2021 generational projection (2020: PRI-2012 mortality tables without collar or amount, projected with MP-2020 generational projection)
UK    S2PA (YOB) with the CMI (2020) improvement model with a 1.25% long-term improvement rate (2020: S2PA (YOB) with the CMI (2019) improvement model with a 1.25% long-term improvement rate)
Germany    RT Heubeck 2018 G (both years)
Canada    CPM-2014 Private Table (both years)
Netherlands    AG Prognosetafel 2020 (both years)
Switzerland    LPP/BVG 2020 base table with CMI projection factors for mortality improvements with a 1.5% long-term improvement rate (2020: LPP/BVG 2015 base table with CMI projection factors for mortality improvements with a 1.5% long-term improvement rate)

Based on the above, the weighted average life expectancy, in years, for mortality tables used to determine benefit obligations is as follows:

 

    U.S.     UK     Germany     Canada     Netherlands     Switzerland  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    Male     Female     Male     Female     Male     Female     Male     Female     Male     Female     Male     Female  

31 December 2021

                       
Member age 65 (current life expectancy)     21.6       23.5       22.9       24.2       20.5       23.9       22.0       24.3       20.7       24.1       21.9       23.6  
Member age 45 (life expectancy at age 65)     22.1       24.0       24.5       25.9       23.2       26.2       23.0       25.3       22.8       25.8       23.8       25.5  

31 December 2020

                       
Member age 65 (current life expectancy)     20.4       22.4       22.8       24.1       18.3       23.8       21.6       24.0       20.6       24.0       21.9       23.9  
Member age 45 (life expectancy at age 65)     21.9       23.8       24.5       25.9       23.1       26.0       22.6       24.9       22.7       25.7       23.8       25.8  

 

60


For the remaining territories, typical assumptions are that real salary increases will be from 0% to 8.0% (2020: 0% to 9.0%) per annum and discount rates will be from 0% to 11.0% (2020: 0% to 12.0%) above inflation. Pension increases, where allowed for, are generally assumed to be in line with inflation. Assumptions of life expectancy are in line with best practice in each territory. For countries where there is not a deep market in such corporate bonds, the yield on government bonds is used.

The valuation of retirement benefit schemes involves judgements about uncertain future events. Sensitivities in respect of the key assumptions used to measure the principal pension schemes as at 31 December 2021 are set out below. These sensitivities show the hypothetical impact of a change in each of the listed assumptions in isolation, with the exception of the sensitivity to inflation which incorporates the impact of certain correlating assumptions such as salary increases. While each of these sensitivities holds all other assumptions constant, in practice such assumptions rarely change in isolation, while asset values also change, and the impacts may offset to some extent.

 

    

1 year

increase

£m

    

1 year

decrease

£m

   

0.25

percentage

point

increase

£m

   

0.25

percentage

point

decrease

£m

 
Average life expectancy – increase/(decrease) of scheme liabilities      271        (267    

Rate of inflation – increase/(decrease) of scheme liabilities

          182       (175

Discount rate – (decrease)/increase of scheme liabilities

          (327     346  

A one percentage point increase in healthcare inflation would increase healthcare scheme liabilities by £33 million, and a one percentage point decrease would decrease liabilities by £25 million. The income statement effect of this change in assumption is not material.

 

61


16 Deferred tax

Net deferred tax (liabilities)/assets comprise:

 

   

Stock  

relief  

£m  

 

Excess of    

capital    

allowances    

over    

depreciation    

£m    

 

Tax    

losses    

£m    

 

Undistributed    

earnings of    

associates    

and    
subsidiaries    

£m    

 

Retirement    

benefits    

£m    

 

Trademarks    

£m    

 

Other    

temporary    

differences    

£m    

 

Total    

£m    

1 January 2021     (13     (189     58       (231     246       (16,784     1,133       (15,780
Differences on exchange     (3     5       (3     2       (4     (149     4       (148
Credited/(charged) to the income statement     12       (16     34       8       (22     63       (50     29  
Credited/(charged) relating to changes in tax rates     -       49       5       -       (3     91       16       158  
Charged to other comprehensive income     -       -       -       -       (78     -       (32     (110
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31 December 2021     (4     (151     94       (221     139       (16,779     1,071       (15,851
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1 January 2020     (45     (208     79       (318     279       (17,408     995       (16,626
Differences on exchange     4       13       (3     8       -       528       (44     506  
Credited/(charged) to the income statement     28       (6     (21     (18     (12     75       138       184  
Credited relating to changes in tax rates     -       12       3       97       -       21       -       133  
(Charged)/credited to other comprehensive income     -       -       -       -       (21     -       44       23  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31 December 2020     (13     (189     58       (231     246       (16,784     1,133       (15,780
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The net deferred tax liabilities are reflected in the Group balance sheet as follows: deferred tax asset of £611 million and deferred tax liability of £16,462 million (2020: deferred tax asset of £534 million and deferred tax liability of £16,314 million), after offsetting assets and liabilities where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred income taxes relate to the same fiscal authority.

At the balance sheet date, the Group has not recognised a deferred tax asset in respect of unused tax losses of £342 million (2020: £342 million) which have no expiry date and unused tax losses of £452 million (2020: £458 million) which will expire within the next 20 years.

In 2021 and 2020 the Group has not recognised any deferred tax asset in respect of deductible temporary differences which have no expiry date and has not recognised £148 million (2020: £173 million) in respect of deductible temporary differences which will expire within the next 10 years.

At the balance sheet date, the Group has unused tax credits of £80 million (2020: £80 million) which have no expiry date. No amount of deferred tax has been recognised in respect of these unused tax credits.

At the balance sheet date, the aggregate amount of undistributed earnings of subsidiaries which would be subject to dividend withholding tax and for which no withholding tax liability has been recognised was £0.9 billion (2020: £0.6 billion).

 

62


17 Trade and other receivables

 

         2021     2020 
     £m     £m 

Trade receivables

     2,998        2,763  

Loans and other receivables

     755        696  

Prepayments and accrued income

     408        504  
  

 

 

 

  

 

 

 

     4,161        3,963  
  

 

 

 

  

 

 

 

Current

     3,951        3,721  

Non-current

     210        242  
  

 

 

 

  

 

 

 

         4,161            3,963  
  

 

 

 

  

 

 

 

The majority of receivables are held in order to collect contractual cash flows, in accordance with the Group’s business model for managing financial assets, and hence are measured at amortised cost. In certain countries, however, the Group has entered into factoring arrangements and periodically sells certain trade receivables to banks and other financial institutions, without recourse, for cash. These trade receivables have been derecognised from the statement of financial position to reflect the transfer by the Group of substantially all of the risks and rewards of the receivables, including credit risk. Consequently, the cash inflows have been recognised within operating cash flows. Typically in these arrangements, the Group also acts as a collection agent for the bank. At 31 December 2021, the value of trade receivables derecognised through the factoring arrangements where the Group acts as a collection agent was £562 million (2020: £600 million) and where the Group does not act as a collection agent was £8 million (2020: £25 million). Included in trade receivables above is £110 million (2020: £205 million) of trade debtor balances which were available for factoring under these arrangements. In addition, the Group participates in certain supply chain finance programmes utilised by our customers allowing us to receive payment for invoices earlier than the agreed due date at a discounted value. At 31 December 2021, the value of trade receivables derecognised through these arrangements was £171 million (2020: £131 million).

Included in loans and other receivables are £84 million of litigation related deposits (2020: £78 million). Management has determined that these payments represent a resource controlled by the entity, as a result of past events and from which future economic benefits are expected to flow to the entity either by being recoverable on conclusion of ongoing appeal processes or by reducing amounts potentially payable should the appeal process fail. These deposits are held at the fair value of consideration transferred less impairment, if applicable. The effect of discounting would be immaterial.

Also included in loans and other receivables are deposits that do not meet the definition of cash and cash equivalents as well as loans provided to farmers. The cash flows arising from these transactions are included in investing activities and have been reconciled to the cash flow statement in note 18.

Prepayments and accrued income include £24 million (2020: £8 million) of accrued income primarily in relation to rebates.

Amounts receivable from related parties including associated undertakings are shown in note 30.

 

63


Trade and other receivables have been reported in the balance sheet net of allowances as follows:

 

    

2021  

£m  

 

2020  

£m  

Trade receivables – gross

     3,035       2,804  

Trade receivables – allowance

     (37     (41

Loans and other receivables – gross

     755       696  

Loans and other receivables – allowance

     -       -  

Prepayments and accrued income

     408       504  
  

 

 

 

 

 

 

 

Net trade and other receivables per balance sheet

     4,161       3,963  
  

 

 

 

 

 

 

 

The movements in the allowance account are as follows:

 

     2021       2020  
     Trade    
receivables    
  Loans and    
other    
receivables    
   Total     Trade    
receivables    
  Loans and  
other  
receivables  
  Total  
     £m       £m        £m     £m       £m     £m  

1 January

     41       -        41       27       10       37  

Differences on exchange

     (2     -        (2     (2     -       (2

Provided in the year

     7       -        7       31       -       31  

Released

       (9     -        (9     (15     (10     (25
  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31 December

     37       -        37       41       -       41  
  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As permitted by IFRS 9, the loss allowance on trade receivables arising from the recognition of revenue under IFRS 15 is initially measured at an amount equal to lifetime expected losses. Allowances in respect of loans and other receivables are initially recognised at an amount equal to 12-month expected credit losses. Allowances are measured at an amount equal to the lifetime expected credit losses where the credit risk on the receivables increases significantly after initial recognition.

The Group holds bank guarantees, other guarantees and credit insurance in respect of some of the past due debtor balances.

Trade and other receivables are predominantly denominated in the functional currencies of subsidiary undertakings apart from the following: U.S. dollar: 2.2% (2020: 2.6%), UK sterling: 0.1% (2020: 0.1%), Euro: 3.6% (2020: 0.4%) and other currencies: 0.9% (2020: 1.7%).

There is no material difference between the above amounts for trade and other receivables and their fair value due to the short-term duration of the majority of trade and other receivables as determined using discounted cash flow analysis. There is no concentration of credit risk with respect to trade receivables as the Group has a large number of internationally dispersed customers.

 

64


18 Investments held at fair value

 

     2021       2020    
     Fair value    
through P&L    
  Fair value    
through OCI    
  

Total  

£m  

  Fair value    
through P&L    
  Fair value  
through OCI  
  

Total  

£m  

1 January

     255       9        264       127       8        135  

Difference on exchange

     3       1        4       (23     -        (23

Additions

     327       18        345       247       1        248  

Disposals

     (98     -        (98     (111     -        (111

Provisions

     (24     -        (24     -       -        -  

Fair value movements

     6       9        15       15       -        15  
  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

31 December

     469       37        506       255       9        264  
  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

Current

     456       -        456       242       -        242  

Non-current

     13       37        50       13       9        22  
  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

     469       37        506       255       9        264  
  

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

The Group’s investments principally consist of non-derivative financial assets that cannot be classified as loans and other receivables or cash and cash equivalents, as well as investments made by the Group’s corporate venture capital unit, Btomorrow Ventures.

Investments held at fair value through profit and loss principally consist of government securities, indexed deposits, treasury bills or other treasury products with maturities of more than three months which, if held for less than 12 months, form part of the Group’s definition of net debt. Investments held at fair value through other comprehensive income (OCI) include equity investments in various start-up businesses which are held for their strategic value.

Investments held at fair value through profit and loss above include restricted amounts of £351 million (2020: £115 million) due to investments held by subsidiaries in CCAA protection (note 32), as well as £61 million (2020: £97 million) subject to potential exchange control restrictions.

In 2021, as part of the disposal of the Group’s operations in Iran (note 27(d)), a provision of £24 million (2020: £nil) against non-current investments held at fair value was charged to net finance costs as recoverability of these funds is not certain.

Investments held at fair value are predominantly denominated in the functional currencies of subsidiary undertakings with less than 4% in other currencies (2020: less than 2% in other currencies).

The classification of these investments under the IFRS 13 Fair value measurement fair value hierarchy is given in note 26.

There is no material difference between the investments held at fair value and their gross contractual values.

 

65


Below is a reconciliation of the fair value investments cash flows to the cash flow statement – investing activities:

 

    

2021  

£m  

 

2020  

£m  

Cash outflow from investments held at fair value

     345       248  

Cash outflow from loans and other receivables

     24       95  
  

 

 

 

 

 

 

 

Cash outflows from investments per cash flow statement

     369       343  
  

 

 

 

 

 

 

 

Cash inflow from investments held at fair value

     (98     (111

Cash inflow from loans and other receivables

     (43     (73
  

 

 

 

 

 

 

 

Cash inflows from investments per cash flow statement

     (141     (184
  

 

 

 

 

 

 

 

 

66


19 Derivative financial instruments

The fair values of derivatives are determined based on market data (primarily yield curves, implied volatilities and exchange rates) to calculate the present value of all estimated flows associated with each derivative at the balance sheet date. In the absence of sufficient market data, fair values would be based on the quoted market price of similar derivatives. The classification of these derivative assets and liabilities under the IFRS 13 fair value hierarchy is given in note 26.

 

     2021      2020  
  

 

 

 

     

 

 

 

    

    Assets  

£m  

  

    Liabilities  

£m  

       

    Assets  

£m  

  

    Liabilities  

£m  

Fair value hedges

                     

– interest rate swaps

     5        2           20        -  

– cross-currency swaps

     114        -           255        -  

Cash flow hedges

              

– cross-currency swaps

     107        35           189        -  

– forward foreign currency contracts

     81        35           62        100  

Net investment hedges

              

– forward foreign currency contracts

     62        81           211        43  

Held-for-trading*

              

– interest rate swaps

     28        34           45        53  

– forward foreign currency contracts

     28        127           15        123  
  

 

 

 

  

 

 

 

     

 

 

 

  

 

 

 

Total

     425        314           797        319  
  

 

 

 

  

 

 

 

     

 

 

 

  

 

 

 

Current

     182        235           430        278  

Non-current

     243        79           367        41  
  

 

 

 

  

 

 

 

     

 

 

 

  

 

 

 

     425        314           797        319  
  

 

 

 

  

 

 

 

     

 

 

 

  

 

 

 

Derivatives

              

– in respect of net debt**

     273        182           518        172  

– other

     152        132           279        147  
  

 

 

 

  

 

 

 

     

 

 

 

  

 

 

 

     425        314           797        319  
  

 

 

 

  

 

 

 

     

 

 

 

  

 

 

 

 

*

Derivatives which do not meet the tests for hedge accounting under IFRS 9 or which are not designated as hedging instruments are referred to as ‘held-for-trading’. These derivatives principally consist of interest rate swaps and forward foreign currency contracts which have not been designated as hedges due to their value changes offsetting with other components of net finance costs relating to financial assets and financial liabilities. The Group does not use derivatives for speculative purposes. All derivatives are undertaken for risk management purposes.

**

Derivatives in respect of net debt are in a net asset position of £91 million as at 31 December 2021 (2020: net asset position of £346 million). The Group’s net debt is presented in note 23.

For cash flow hedges, the timing of expected cash flows is as follows: assets of £188 million (2020: £251 million) of which £78 million (2020: £98 million) is expected within one year and £107 million (2020: £143 million) beyond five years and liabilities of £70 million (2020: £100 million) of which £33 million (2020: £94 million) is expected within one year and £nil (2020: £nil) beyond five years.

The Group’s cash flow hedges are principally in respect of sales or purchases of inventory and certain debt instruments. A certain number of forward foreign currency contracts were used to manage the currency profile of external borrowings and are reflected in the currency table in note 23. Interest rate swaps have been used to manage the interest rate profile of external borrowings and are reflected in the re-pricing table in note 23.

 

67


The tables below set out the maturities of the Group’s derivative financial instruments on an undiscounted contractual basis, based on spot rates.

The maturity dates of all gross-settled derivative financial instruments are as follows:

 

     2021          2020  
  

 

 

 

    

 

 

 

     Assets     Liabilities          Assets     Liabilities  
  

 

 

 

 

 

 

 

    

 

 

 

 

 

 

 

    

Inflow

£m

  

Outflow  

£m  

 

Inflow

£m

  

Outflow  

£m  

      

Inflow

£m

  

Outflow  

£m  

 

Inflow

£m

  

Outflow  

£m  

Within one year

                       

– forward foreign currency contracts

     5,743        (4,727     12,407        (12,096        7,345        (6,567     10,661        (10,185

– cross-currency swaps

     14        (22     17        (36        1,756        (1,655     -        -  

Between one and two years

                       

– forward foreign currency contracts

     807        (779     143        (113        522        (498     285        (266

– cross-currency swaps

     705        (592     665        (689        33        (54     -        -  

Between two and three years

                       

– cross-currency swaps

     9        (15     10        (15        1,446        (1,261     -        -  

Between three and four years

                       

– cross-currency swaps

     9        (15     460        (445        19        (29     -        -  

Between four and five years

                       

– cross-currency swaps

     9        (15     -        -          469        (451     -        -  

Beyond five years

                       

– cross-currency swaps

     726        (579     -        -          767        (594     -        -  
  

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

    

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

     8,022        (6,744     13,702        (13,394        12,357        (11,109     10,946        (10,451
  

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

    

 

 

 

  

 

 

 

 

 

 

 

  

 

 

 

 

68


The maturity dates of net-settled derivative financial instruments, which primarily relate to interest rate swaps, are as follows:

 

            2021                   2020  
  

 

 

      

 

 

 

    

    Assets  

Inflow/  

(outflow)  

£m  

    

Liabilities  

Outflow/  

(inflow)  

£m  

          

    Assets  

Inflow/  

(outflow)  

£m  

  

Liabilities

Outflow/

(inflow)

£m

 

Within one year

     127          225            296        263  

Between one and two years

     25          19            26        21  

Between two and three years

     23          11            16        18  

Between three and four years

     (2)         11            -        -  

Between four and five years

     -          12            -        -  

Beyond five years

     -          (17)           -        -  
  

 

 

    

 

 

      

 

 

 

  

 

 

 
     173          261            338        302  
  

 

 

    

 

 

      

 

 

 

  

 

 

 

 

69


The items designated as hedging instruments are as follows:

 

            2021                   2020  
  

 

 

      

 

 

 
       Nominal amount        Changes in fair              Nominal amount        Changes in fair  
     of hedging      value used for            of hedging      value used for  
     instrument      calculating            instrument      calculating  
            hedge
ineffectiveness
                  hedge
ineffectiveness
 
     £m      £m             £m      £m  

Interest rate risk exposure:

             

Fair value hedges

             

– interest rate swaps

     4,413        (35        757        (5

– cross-currency swaps

     672        (52        1,428        66  

Cash flow hedges

             

– cross-currency swaps

     1,751        69          2,822        (155

Foreign currency risk exposure:

             

Cash flow hedges

             

– forward foreign currency contracts

     3,573        49          3,279        (36

Net investment hedges (derivative related)

             

– forward foreign currency contracts

     6,120        (27        5,922        156  

Net investment hedges (non-derivative related)

             
– debt (carrying value) in borrowings designated as net investment hedges of net assets      368        (24        392        21  

 

70


20 Inventories

 

    

2021  

£m  

           

2020  

£m  

 
Raw materials and consumables      2,100           2,362  
Finished goods and work in progress      3,046           3,549  
Goods purchased for resale      133           87  
  

 

 

       

 

 

 
       5,279             5,998  
  

 

 

       

 

 

 

Inventories pledged as security for liabilities amount to £nil (2020: £2 million). Write-offs taken to other operating expenses in the Group income statement were £215 million (2020: £309 million; 2019: £255 million). In 2020, this included £24 million in relation to the restructuring in Indonesia (refer to note 7) and £47 million as a result of the decision to withdraw glo Sens from Japan. Goods purchased for resale include Group brands produced under third-party contract manufacturing arrangements.

21 Cash and cash equivalents

 

    

2021  

£m  

           

2020  

£m  

 
Cash and bank balances      2,529           2,940  
Cash equivalents      280           199  
  

 

 

       

 

 

 
       2,809             3,139  
  

 

 

       

 

 

 

The carrying value of cash and cash equivalents approximates their fair value.

Cash and cash equivalents are denominated in the functional currency of the subsidiary undertaking or other currencies as shown below:

 

    

2021  

£m  

           

2020  

£m  

 
Functional currency      2,422           2,597  
U.S. dollar      170           197  
Euro      92           170  
Other currencies      125           175  
  

 

 

       

 

 

 
       2,809             3,139  
  

 

 

       

 

 

 

 

71


In the Group cash flow statement, net cash and cash equivalents are shown after deducting bank overdrafts and accrued interest where applicable, as follows:

 

    

2021  

£m  

          

2020  

£m  

 

Cash and cash equivalents as above

     2,809          3,139  

Less overdrafts and accrued interest

     (346        (251
  

 

 

      

 

 

 

Net cash and cash equivalents

       2,463            2,888  
  

 

 

      

 

 

 

Cash and cash equivalents also include £42 million (2020: £48 million) of cash that is held as a hedging instrument.

Restricted cash

Cash and cash equivalents include restricted amounts of £1,024 million (2020: £878 million) due to subsidiaries in CCAA protection (note 32), as well as £305 million (2020: £455 million) principally due to exchange control restrictions, including amounts of £92 million (2020: £141 million) where the underlying restrictions are expected to be short-term in nature.

 

72


22 Capital and reserves

(a) Share capital

 

    

Ordinary

shares of 25p each

Number of shares

         £m

Allotted and fully paid

       

1 January 2021

     2,456,591,597                 614.14  

Changes during the year

       

– share option schemes

     26,191          0.01  
  

 

 

 

    

 

 

 

31 December 2021

     2,456,617,788          614.15  
  

 

 

 

    

 

 

 

Allotted and fully paid

       

1 January 2020

     2,456,520,738          614.12  

Changes during the year

       

– share option schemes

     70,859          0.02  
  

 

 

 

    

 

 

 

31 December 2020

     2,456,591,597          614.14  
  

 

 

 

    

 

 

 

Allotted and fully paid

       

1 January 2019

     2,456,415,884          614.09  

Changes during the year

       

– share option schemes

     104,854          0.03  
  

 

 

 

    

 

 

 

31 December 2019

     2,456,520,738          614.12  
  

 

 

 

    

 

 

 

Share capital

The Company’s ordinary shares are fully paid and no further contribution of capital may be required by the Company from the shareholders. All ordinary shares rank equally with regard to participation in dividends and to share in the proceeds of the Company’s residual assets upon a winding up of the Company. Shareholders may, by ordinary resolution, declare final dividends, but not in excess of the amount recommended by the Directors. Holders of ordinary shares have no pre-emptive rights.

On a show of hands every shareholder who is present in person at a general meeting is entitled to one vote regardless of the number of shares held by the shareholder, unless a poll is demanded. On a poll, every shareholder who is present in person or by proxy has one vote for every share held by the shareholder. The Company’s Annual General Meeting voting is undertaken by way of a poll.

All rights attached to the Company’s shares held by the Group as treasury shares are suspended until those shares are reissued.

(b) Share premium account, capital redemption reserves and merger reserves comprise:

 

    

Share   

premium   

account   

£m   

    

Capital   

redemption   

reserves   

£m   

    

Merger   

reserves   

£m   

    

Total   

£m   

 

31 December 2021

     107        101        26,414        26,622  

31 December 2020

     103        101        26,414        26,618  
  

 

 

    

 

 

    

 

 

    

 

 

 

31 December 2019

     94        101        26,414        26,609  
  

 

 

    

 

 

    

 

 

    

 

 

 

Share premium account

The share premium account includes the difference between the value of shares issued and their nominal value. The share premium increase includes £nil (2020: £2 million; 2019: £3 million) in respect of ordinary shares issued under the Company’s share option schemes. A further £4 million (2020: £7 million; 2019: £nil) increase in share premium is related to shares repurchased and not cancelled that have been transferred from the Company to other Group undertakings, to be granted to certain employees on vesting of awards, and represents the excess of transfer price of the share over the original weighted average cost of shares.

 

73


Capital redemption account

On the purchase of own shares as part of the share buy-back programme for shares which are cancelled, a transfer is made from retained earnings to the capital redemption reserve equivalent to the nominal value of shares purchased. Purchased shares which are not cancelled are classified as treasury shares and presented as a deduction from total equity.

Merger reserve account

The merger reserve comprises:

 

  a.

In 1999, shares were issued for the acquisition of the Rothmans International B.V. Group and the difference between the fair value of shares issued and their nominal value of £3,748 million was credited to merger reserves; and

 

  b.

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. Shares were issued for the acquisition and the difference between the fair value of shares issued and their nominal value of £22,666 million was credited to merger reserves.

 

74


(c) Equity attributed to owners of the parent – movements in other reserves and retained earnings (which are after deducting treasury shares) comprise:

 

                            Retained earnings
   

Translation   

reserve   

(i)   

£m   

 

Hedging   

reserve   

(ii)   

£m   

 

Fair   
value   
reserve   

(iii)   

£m   

 

Revaluation   

reserve   

(iv)   

£m   

 

Other   

(v)   

£m   

 

Total   
other   

reserves   

£m   

 

Treasury   

shares   

(vi)   

£m   

 

Other   

£m   

1 January 2021     (6,830     (504     (18     179       573       (6,600     (5,150     47,191  
Comprehensive income and expense                
Profit for the year     -       -       -       -       -       -       -       6,801  
Foreign currency translation and hedges of net investments in foreign operations                
– differences on exchange from translation of foreign operations     31       -       -       -       -       31       -       -  
– reclassified and reported in profit for the year     291       -       -       -       -       291       -       -  
– net investment hedges - net fair value gains on derivatives     75       -       -       -       -       75       -       -  
– net investment hedges - differences on exchange on borrowings     24       -       -       -       -       24       -       -  
Cash flow hedges                
– net fair value gains     -       95       -       -       -       95       -       -  
– reclassified and reported in profit for the year     -       32       -       -       -       32       -       -  
– tax on net fair value gains in respect of cash flow hedges (note 10(f))     -       (32     -       -       -       (32     -       -  
Investments held at fair value                
– net fair value gains     -       -       9       -       -       9       -       -  
Associates - share of OCI, net of tax (note 9)     (18     1       -       -       -       (17     -       -  
Retirement benefit schemes                
– net actuarial gains (note 15)     -       -       -       -       -       -       -       382  
– surplus recognition (note 15)     -       -       -       -       -       -       -       (1
– tax on actuarial gains in respect of subsidiaries (note 10(f))     -       -       -       -       -       -       -       (82
Associates - share of OCI, net of tax (note 9)     -       -       15       -       -       15       -       (1
Other changes in equity                
Cash flow hedges reclassified and reported in total assets     -       45       -       -       -       45       -       -  
Employee share options                
– value of employee services     -       -       -       -       -       -       -       76  
– treasury shares used for share option schemes     -       -       -       -       -       -       13       (17
Dividends and other appropriations                
– ordinary shares     -       -       -       -       -       -       -       (4,904
Purchase of own shares                
– held in employee share ownership trusts     -       -       -       -       -       -       (82     -  
Perpetual hybrid bonds                
– coupons paid     -       -       -       -       -       -       -       (6
– tax on coupons paid     -       -       -       -       -       -       -       1  
Non-controlling interests - acquisitions (note 27(b))     -       -       -       -       -       -       -       (5
Other movements     -       -       -       -       -       -       97       (101
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31 December 2021     (6,427     (363     6       179       573       (6,032     (5,122     49,334  

 

75


                            Retained earnings
   

Translation   

reserve   

(i)   

£m   

 

Hedging   

reserve   

(ii)   

£m   

 

Fair   
value   

reserve   

(iii)   

£m   

 

Revaluation   

reserve   

(iv)   

£m   

 

Other   

(v)   

£m  

 

Total   
other   
reserves   

£m   

 

Treasury   

shares   

(vi)   

£m   

 

Other   

£m   

1 January 2020     (3,974     (346     13       179       573       (3,555     (5,261     45,495  
Comprehensive income and expense                
Profit for the year     -       -       -       -       -       -       -       6,400  
Foreign currency translation and hedges of net investments in foreign operations                
– differences on exchange from translation of foreign operations     (2,582     -       -       -       -       (2,582     -       -  
– net investment hedges - net fair value losses on derivatives     (16     -       -       -       -       (16     -       -  
– net investment hedges - differences on exchange on borrowings     (163     -       -       -       -       (163     -       -  
Cash flow hedges                
– net fair value losses     -       (256     -       -       -       (256     -       -  
– reclassified and reported in profit for the year     -       90       -       -       -       90       -       -  
– tax on net fair value losses in respect of cash flow hedges (note 10(f))     -       44       -       -       -       44       -       -  
Associates - share of OCI, net of tax (note 9)     (95     (3     -       -       -       (98     -       -  
Retirement benefit schemes                
– net actuarial gains (note 15)     -       -       -       -       -       -       -       105  
– surplus recognition (note 15)     -       -       -       -       -       -       -       10  
– tax on actuarial gains in respect of subsidiaries (note 10(f))     -       -       -       -       -       -       -       (26
Associates - share of OCI, net of tax (note 9)     -       -       (31     -       -       (31     -       (3
Other changes in equity                
Cash flow hedges reclassified and reported in total assets     -       (33     -       -       -       (33     -       -  
Employee share options                
– value of employee services     -       -       -       -       -       -       -       88  
– treasury shares used for share option schemes     -       -       -       -       -       -       9       (16
Dividends and other appropriations                
– ordinary shares     -       -       -       -       -       -       -       (4,747
Purchase of own shares                
– held in employee share ownership trusts     -       -       -       -       -       -       (17     -  
Other movements     -       -       -       -       -       -       119       (115
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31 December 2020     (6,830     (504     (18     179       573       (6,600     (5,150     47,191  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

76


                            Retained earnings
   

Translation   

reserve   

(i)   

£m   

 

Hedging   

reserve   

(ii)   

£m   

 

Fair   
value   

reserve   

(iii)   

£m   

 

Revaluation   

reserve   

(iv)   

£m   

 

Other   

(v)   

£m   

 

Total   
other   
reserves   

£m   

 

Treasury   

shares   

(vi)   

£m   

 

Other   

£m   

1 January 2019     (914     (177     6       179       573       (333     (5,242     43,799  
Comprehensive income and expense                
Profit for the year     -       -       -       -       -       -       -       5,704  
Foreign currency translation and hedges of net investments in foreign operations                
– differences on exchange from translation of foreign operations     (2,948     -       -       -       -       (2,948     -       -  
– net investment hedges - net fair value gains on derivatives     21       -       -       -       -       21       -       -  
– net investment hedges - differences on exchange on borrowings     (18     -       -       -       -       (18     -       -  
Cash flow hedges                
– net fair value losses     -       (246     -       -       -       (246     -       -  
– reclassified and reported in profit for the year     -       53       -       -       -       53       -       -  
– tax on net fair value losses in respect of cash flow hedges (note 10(f))     -       56       -       -       -       56       -       -  
Associates - share of OCI, net of tax (note 9)     (115     -       -       -       -       (115     -       -  
Retirement benefit schemes                
– net actuarial losses (note 15)     -       -       -       -       -       -       -       (582
– surplus recognition (note 15)     -       -       -       -       -       -       -       (7
– tax on actuarial losses in respect of subsidiaries (note 10(f))     -       -       -       -       -       -       -       75  
Associates - share of OCI, net of tax (note 9)     -       -       7       -       -       7       -       -  
Other changes in equity                
Cash flow hedges reclassified and reported in total assets     -       (32     -       -       -       (32     -       -  
Employee share options                
– value of employee services     -       -       -       -       -       -       -       115  
Dividends and other appropriations                
– ordinary shares     -       -       -       -       -       -       -       (3,476
Purchase of own shares                
– held in employee share ownership trusts     -       -       -       -       -       -       (117     -  
Other movements     -       -       -       -       -       -       98       (133
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31 December 2019     (3,974     (346     13       179       573       (3,555     (5,261     45,495  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

77


  i.

Translation reserve:

The translation reserve is explained in the accounting policy on foreign currencies in note 1.

In 2021, included within the differences on exchange from translation of foreign operations is £291 million which has been reclassified from reserves to the income statement and recognised in other operating expenses as an adjusting item. The £291 million comprises £272 million in respect of the disposal of BAT Pars (note 27(d)) and £19 million from the Group exiting certain countries. As a result of Quantum initiatives, the Group has withdrawn its operations from Myanmar and, in certain countries, the Group has moved to above market business models utilising local distributors as importers. As a consequence, with the cessation of a physical presence in these markets, foreign exchange previously recognised in other comprehensive income for these countries has been reclassified to the income statement.

As detailed in note 14, as a result of the liquidation of Tisak d.d., the Group reclassified to the income statement the foreign exchange previously recognised in associates other comprehensive income. This resulted in a credit of £2 million to the income statement.

 

  ii.

Hedging reserve:

The hedging reserve is explained in the accounting policy on financial instruments in note 1.

Of the amounts reclassified from the hedging reserve and reported in profit for the year, a loss of £29 million (2020: £16 million gain; 2019: £12 million gain) and a gain of £6 million (2020: £19 million gain; 2019: £3 million gain) were reported within revenue and raw materials and consumables, respectively, together with a loss of £4 million (2020: £2 million loss; 2019: £11 million gain) reported in other operating expenses, and a gain of £59 million (2020: £57 million gain; 2019: £27 million gain) reported within net finance costs.

The Group hedges certain foreign currency denominated borrowings with cross-currency interest rate swaps. As permitted by IFRS 9 Financial Instruments, the foreign currency basis spreads have been separated from the hedging instrument and are recognised in reserves as a ‘cost of hedging’ and are reclassified to the income statement in the same period in which profit and loss is affected by the hedged expected cashflows as a component of the associated interest expense. The basis spreads are disclosed within hedging reserves as they are not material. Included within the balance of hedging reserves at 31 December 2021 is an accumulated gain of £4 million (2020: £9 million; 2019: £14 million) in respect of the cost of hedging.

 

  iii.

Fair value reserve:

The fair value reserve is explained in the accounting policy on financial instruments in note 1. Fair value gains and losses arising from investments held at fair value through other comprehensive income are recognised in this reserve.

 

  iv.

Revaluation reserve:

The revaluation reserve relates to the acquisition of the cigarette and snus business of ST in 2008.

 

  v.

Other reserves:

Other reserves comprise:

(a) £483 million which arose in 1998 from merger accounting in a Scheme of Arrangement and Reconstruction whereby British American Tobacco p.l.c. acquired the entire share capital of B.A.T Industries p.l.c. and the share capital of that company’s principal financial services subsidiaries was distributed, so effectively demerging them; and

(b) In the 1999 Rothmans transaction, convertible redeemable preference shares were issued as part of the consideration. The discount on these shares was amortised by crediting other reserves and charging retained earnings. The £90 million balance in other reserves comprises the accumulated balance in respect of the preference shares converted during 2004.

 

  vi.

Treasury shares:

Total equity attributable to owners of the parent is stated after deducting the cost of treasury shares which include £4,823 million (2020: £4,836 million; 2019: £4,845 million) for shares repurchased and not cancelled and £299 million (2020: £314 million; 2019: £416 million) in respect of the cost of own shares held in employee share ownership trusts. The reduction in the shares repurchased and not cancelled is primarily due to shares reissued to satisfy the vesting of U.S. share options.

The previous share buy-back programme was suspended from 30 July 2014. As at 31 December 2021, treasury shares include 6,269,959 (2020: 6,053,158; 2019: 8,275,677) shares held in trust and 161,930,217 (2020: 162,347,246; 2019: 162,645,590) shares repurchased and not cancelled as part of the Company’s share buy-back programme. From March 2020, the Company has utilised shares acquired in the share buy-back programme to satisfy shared-based payment awards made to certain employees. On 10 February 2022, the Board approved a proposed £2 billion share repurchase programme for 2022.

 

78


(d) Perpetual hybrid bonds

On 27 September 2021, the Group issued two 1 billion perpetual hybrid bonds amounting to £1,703 million, which have been classified as equity. Issuance costs of these bonds, amounting to 26 million (£22 million), have been recognised within equity.

These bonds include redemption options exercisable at the Group’s discretion from September 2026 to December 2026 (the 3% perpetual hybrid bond) and June 2029 to September 2029 (the 3.75% perpetual hybrid bond), on specified dates thereafter, or in the event of specific circumstances (such as a change in IFRS or tax regime) as set out in the individual terms of each issue.

The coupons associated with these perpetual hybrid bonds are fixed at 3% until 2026 and 3.75% until 2029, respectively, and would reset to rates determined by the contractual terms of each instrument on certain dates thereafter. The bonds are perpetual in nature and do not have maturity dates for the repayment of principal. The contractual terms of the perpetual hybrid bonds allow the Group to defer coupon payments, however certain contingent events could trigger mandatory payments of such deferred coupons, including the payment of dividends on and the repurchase of ordinary shares, subject to certain exceptions in each case. The full terms and conditions of such events can be found in the prospectus dated 27 September 2021 which is available under the debt facilities section of the Group’s debt microsite (bat.com/debt).

As the Group has the unconditional right to avoid transferring cash or another financial asset in relation to these bonds, they are classified as equity instruments in the consolidated financial statements.

During the year, the Group did not defer any eligible coupon payments and in December 2021 paid a coupon of £6 million on the 3% December 2026 bond which has been recognised within equity.

The fair value of these bonds at 31 December 2021 is £1,651 million.

(e) Non-controlling interests

Movements in non-controlling interests primarily relate to profit for the year and dividends (reported as a movement in retained earnings) and differences on exchange arising from the translation into sterling (reported as a movement in other reserves). Information on subsidiaries with material non-controlling interests is provided in note 32.

(f) Dividends and other appropriations

The interim quarterly dividend payment for the year ended 31 December 2020 of 215.6p per ordinary share (31 December 2019: 210.4p per ordinary share) was payable in four equal instalments: amounts payable in May 2021 of £1,241 million (May 2020: £1,185 million), August 2021 of £1,228 million (August 2020: £1,195 million), November 2021 of £1,232 million (November 2020: £1,206 million) and £1,236 million in February 2022 (February 2021: £1,203 million) respectively. The total dividends recognised as an appropriation from reserves in 2021 was £4,904 million (2020: £4,747 million).

The Board has declared an interim dividend of 217.8p per ordinary share of 25p, for the year ended 31 December 2021, payable in four equal quarterly instalments of 54.45p per ordinary share in May 2022, August 2022, November 2022 and February 2023. These payments will be recognised as appropriations from reserves in 2022 and 2023. The total amount payable is estimated to be £5,003 million based on the number of shares outstanding at the date of these accounts.

 

79


23 Borrowings

 

     Currency     Maturity dates      Interest rates   

2021 

£m 

  

2020 

£m 

Eurobonds      Euro       2022 to 2045      0.9% to 3.1%      7,316        8,875  
     Euro           -        984  
     UK sterling       2022 to 2055      2.1% to 7.3%      4,086        4,590  
     Swiss franc       2026      1.4%      203        540  
Bonds issued pursuant to Rules under the U.S. Securities Act (as amended)      U.S. dollar       2022 to 2050      1.7% to 8.1%      25,625        25,461  
     U.S. dollar       2022      USD 3m LIBOR + 88bps      554        548  
          

 

 

 

  

 

 

 

Bonds and notes              37,784        40,998  
Commercial paper              269        -  
Other loans              500        1,929  
Bank loans              313        317  
Bank overdrafts              346        249  
Lease liabilities              446        475  
          

 

 

 

  

 

 

 

             39,658        43,968  
          

 

 

 

  

 

 

 

* As at 31 December 2021, there were no outstanding floating Eurobonds in euro currency (2020: £984 million, 3M EURIBOR + 50bps).

Perpetual hybrid bonds issued by the Group have been classified as equity (note 22(d)) and therefore excluded from borrowings.

Other loans comprise £500 million (2020: £nil) relating to a bilateral facility and £nil (2020: £1,929 million) relating to a term loan. Commercial paper is issued at competitive rates to meet short-term borrowing requirements as and when needed.

Current borrowings per the balance sheet include interest payable of £460 million at 31 December 2021 (2020: £499 million). Included within borrowings are £9,197 million (2020: £5,356 million) of borrowings subject to fair value hedges where their amortised cost has been increased by £101 million (2020: £173 million).

The fair value of borrowings is estimated to be £40,557 million (2020: £47,029 million) of which £38,683 million (2020: £44,059 million) has been calculated using quoted market prices and is within level 1 of the fair value hierarchy and £1,874 million (2020: £2,970 million) has been calculated based on discounted cash flow analysis and is within level 3 of the fair value hierarchy.

Amounts secured on Group assets including property, plant and equipment, inventory and receivables as at 31 December 2021 are £10 million (2020: £21 million). The majority of lease liabilities are also secured against the associated assets.

 

80


Borrowings are repayable as follows:

 

     Per balance sheet     Contractual gross 
maturities 
  

 

 

 

  

 

 

 

     2021     2020     2021     2020 
     £m     £m     £m     £m 
Within one year      3,992        4,041        4,860        4,901  
Between one and two years      2,484        4,049        3,740        5,355  
Between two and three years      3,853        2,587        5,092        3,829  
Between three and four years      4,090        3,854        5,034        5,095  
Between four and five years      2,739        4,108        3,675        5,025  
Beyond five years      22,500        25,329        32,203        35,848  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

         39,658            43,968            54,604            60,053  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

The contractual gross maturities in each year include the borrowings maturing in that year together with forecast interest payments on all borrowings which are outstanding for all or part of that year.

Borrowings are denominated in the functional currency of the subsidiary undertaking or other currencies as shown below:

 

    

Functional   

currency   

 

U.S.   

dollar   

 

UK   

sterling   

  Euro     

Other   

currencies   

  Total   
     £m      £m      £m      £m      £m      £m   
31 December 2021             
Total borrowings      30,363       2,837       453       5,775       230       39,658  
Effect of derivative financial instruments             
– cross-currency swaps      2,219       -       (450     (1,973     -       (204
– forward foreign currency contracts      (24     (464     -       58       432       2  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     32,558       2,373       3       3,860       662       39,456  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31 December 2020             
Total borrowings      32,000       2,700       452       8,221       595       43,968  
Effect of derivative financial instruments             
– cross-currency swaps      3,795       -       (450     (3,536     (265     (456
– forward foreign currency contracts      593       (460     -       (520     394       7  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     36,388       2,240       2       4,165       724       43,519  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

81


The exposure to interest rate changes when borrowings are re-priced is as follows:

 

    

Within 

1 year 

  

Between   

1-2   
years   

 

Between   

2-3   
years   

 

Between   

3-4   
years   

 

Between   

4-5   
years   

 

Beyond   

5 years   

  Total   
     £m     £m      £m      £m      £m      £m      £m   
31 December 2021                
Total borrowings      3,999        2,477       3,853       4,090       2,739       22,500       39,658  
Effect of derivative financial instruments                
– interest rate swaps      4,192        -       (500     (1,107     -       (2,585     -  
– cross-currency swaps      566        (652     -       (19     -       (99     (204
  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     8,757        1,825       3,353       2,964       2,739       19,816       39,454  
  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31 December 2020                
Total borrowings      6,519        1,568       2,594       3,855       4,108       25,324       43,968  
Effect of derivative financial instruments                
– interest rate swaps      219        (219     -       -       -       -       -  
– cross-currency swaps      454        -       (744     -       (23     (143     (456
  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     7,192        1,349       1,850       3,855       4,085       25,181       43,512  
  

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease liabilities are repayable as follows:

 

     Per balance sheet      Contractual gross  
maturities  
  

 

 

 

  

 

 

 

     2021      2020      2021      2020  
     £m      £m      £m      £m  
Within one year      126        137        142        156  
Between one and two years      93        98        106        114  
Between two and three years      66        71        76        80  
Between three and four years      49        47        56        55  
Between four and five years      38        35        43        41  
Beyond five years      74        87        103        104  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

     446        475        526        550  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

For more information on leasing arrangements, refer to note 13(b).

As at 31 December 2021, the Group’s undrawn committed borrowing facilities (note 26) amount to £7,850 million (2020: £9,366 million) with £4,850 million maturing within one year (2020: £6,366 million maturing within one year), £150 million maturing between three and four years and with £2,850 million maturing between four and five years (2020: £3,000 million maturing between four to five years).

 

82


The Group’s composition and movements in net debt are presented below along with a reconciliation to the financing activities in the Group Cash Flow Statement:

 

                             2021    
                                 £m    
     Opening  
balance  
    Cash flow       Foreign  
exchange  
    Fair value,     
accrued     
interest     
and other     
    Closing  
balance  
 
Borrowings (excluding lease liabilities)*      43,493       (3,768     (387     (126     39,212  
Lease liabilities      475       (154     (22     147       446  
Derivatives in respect of net debt (note 19)      (346     (22     277       -       (91
Cash and cash equivalents (note 21)      (3,139     75       258       (3     (2,809
Current investments held at fair value (note 18)      (242     (205     (2     (7     (456
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     40,241       (4,074     124       11       36,302  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

83


                        2020  
                             £m  
    Opening  
balance  
  Subsidiaries         
acquired         
  Cash flow      Foreign    
exchange    
  Fair value,    
accrued    
interest    
and other    
  Closing  
balance  
Borrowings (excluding lease liabilities)*     44,787       -       (1,049     (195     (50     43,493  
Lease liabilities     579       1       (164     (24     83       475  
Derivatives in respect of net debt (note 19)     (143     -       (240     (134     171       (346
Cash and cash equivalents (note 21)     (2,526     (96     (768     264       (13     (3,139
Current investments held at fair value (note 18)     (123     -       (119     20       (20     (242
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    42,574       (95     (2,340     (69     171       40,241  
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* Borrowings as at 31 December 2021 include £754 million (2020: £790 million) in respect of the purchase price adjustments relating to the acquisition of Reynolds American.

‘Fair value, accrued interest and other’ movements in lease liabilities in 2021 mainly comprise additions of £147 million (2020: £85 million) (net of reassessments, modifications and terminations), see note 13(a). The movement of £7 million (2020: £20 million) in current investments held at fair value represents the fair value gains for these investments.

 

     2021               2020     
     £m               £m     
Cash flows per net debt statement      (4,074        (2,340
Non-financing cash flows included in net debt      33          1,129  
Interest paid      (1,479        (1,737
Interest element of lease liabilities      (23        (26
Remaining cash flows relating to derivative financial instruments      251          (43
Purchases of own shares held in employee share ownership trusts      (82        (18
Proceeds from issue of perpetual hybrid bonds      1,681          -  
Coupon paid on perpetual hybrid bonds      (6        -  
Dividends paid to owners of the parent      (4,904        (4,745
Capital injection from and purchase of non-controlling interests      1          17  
Dividends paid to non-controlling interests      (150        (136
Other      3          2  
  

 

 

      

 

 

 
Net cash used in financing activities per cash flow statement      (8,749        (7,897
  

 

 

      

 

 

 

 

84


24 Provisions for liabilities

 

    

Restructuring       

of existing       
businesses       

 

Employee-      
related      

benefits      

  Fox     
River     
 

Other     

provisions     

  Total   
     £m          £m         £m        £m        £m   
1 January 2021      241       38       70       636       985  
Differences on exchange      (13     (3     -       (23     (39
Provided in respect of the year (*)      32       27       -       199       258  
Utilised during the year      (81     (21     (8     (241     (351
– in respect of MSA litigation (Texas, Minnesota, Mississippi)      -       -       -       (199     (199
– in respect of other      (81     (21     (8     (42     (152
31 December 2021      179       41       62       571       853  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Analysed on the balance sheet as           
– current      123       14       8       316       461  
– non-current      56       27       54       255       392  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     179       41       62       571       853  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Restructuring       

of existing       
businesses       

 

Employee-      

related      

benefits      

  Fox River       

Other     

provisions     

  Total   
     £m          £m         £m        £m        £m   
1 January 2020      298       28       73       659       1,058  
Differences on exchange      5       (2     -       (57     (54
Subsidiaries acquired      -       -       -       6       6  
Provided in respect of the year (*)      60       19       -       312       391  
– in respect of MSA litigation (Texas, Minnesota, Mississippi)      -       -       -       212       212  
– in respect of other      60       19       -       100       179  
Utilised during the year      (122     (7     (3     (284     (416
– in respect of excise dispute in Russia      -       -       -       (226     (226
– in respect of other      (122     (7     (3     (58     (190
31 December 2020      241       38       70       636       985  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Analysed on the balance sheet as           
– current      165       23       1       409       598  
– non-current      76       15       69       227       387  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     241       38       70       636       985  
  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* Amounts provided above are shown net of reversals of unused provisions which include reversals of £20 million (2020: £72 million) for restructuring of existing businesses, £1 million (2020: £4 million) for employee benefits and £147 million (2020: £125 million) for other provisions, of which £34 million (2020: £4 million) was reclassified to trade and other payables.

The restructuring provisions relate to the restructuring and integration costs incurred and are reported as adjusting items. The principal restructuring activities in 2021 and 2020 are as described in note 7 and primarily include the cost of employee packages and long-term social plans associated with redundancy programmes from previous years. Provisions associated with redundancy packages are determined based on termination packages offered in each country. The long-term social plans primarily relate to social plans in Germany, which span over several years and are based on actuarial calculations. These are discounted to present value using Central Bank rates. We do not consider the effect of discounting to be material. While some elements of the non-current provisions of £56 million will unwind over several years, as termination payments are made over extended periods in some countries, it is estimated that approximately 97% of these non-current provisions will unwind within five years.

Employee-related benefits mainly relate to employee benefits other than post-employment benefits. The principal components of these provisions are gratuity and termination awards, ‘jubilee’ payments due after a certain service period and expected payments associated with long-term disability. The majority of these provisions are calculated by actuaries. It is estimated that approximately 84% of the non-current provisions of £27 million will unwind within five years.

 

85


A provision of £274 million was made in 2011 for a potential claim under a 1998 settlement agreement entered into by a Group subsidiary in respect of the clean-up of sediment in the Fox River. On 30 September 2014, the Group, NCR, Appvion and Windward Prospects entered into a funding agreement; the details of this agreement are explained in note 31. This agreement led to payments of £2 million in 2021 (2020: £2 million). In addition, the Group incurred legal costs of £6 million (2020: £1 million), which were also charged against the provision. It is expected that the non-current provision will unwind within five years.

Other provisions comprise balances set up in the ordinary course of general business that cannot be classified within the other categories, such as sales returns and onerous contracts, together with amounts in respect of supplier, excise and other disputes. The nature of the amounts provided in respect of disputes is such that the extent and timing of cash flows are difficult to estimate and the ultimate liability may vary from the amounts provided. Other provisions also include a provision for interest of £150 million in relation to the Franked Investment Income Group Litigation Order (FII GLO), as mentioned in notes 8(b) and 10(b). The provision is calculated based on the UK central bank base rate plus 2% and has been charged to net finance costs. As there is uncertainty over the potential timing of the utilisation, as explained in note 10(b), the provision has been reported as a non-current provision.

In 2020, the Group recognised a provision of US$272 million (£212 million) in relation to the ITG Brands, LLC MSA litigation agreements with the States of Texas, Minnesota and Mississippi which was utilised in 2021. Further details are provided in note 31.

On 1 March 2019, the Quebec Court of Appeal in Montreal upheld the Superior Court’s decision of May 2015 (reducing ITCAN’s share of the judgment due to a change in interest computation to a maximum of CAD$9.2 billion). The Court of Appeal also upheld the previously stated requirements for the defendants to deposit CAD$1.1 billion into an escrow account. The Board of Directors of ITCAN reassessed the recoverability of the litigation related deposit and, accordingly, the Group recognised a charge against the income statement of CAD$758 million (£436 million) in 2019, reflecting the amount of the judgment that is considered to be probable and estimable in line with IAS 37 Provisions, Contingent Liabilities and Contingent Assets. Consequently, the Group utilised the litigation related deposit which was shown as a receivable at 31 December 2018 (within trade and other receivables) against the current estimate of the liability and both the provision and litigation related deposit were reduced accordingly. Further details are provided in note 31.

In 2019, the Group recognised a provision of £252 million in relation to the Russia excise dispute. The provision was utilised in January 2020, when the tax claim was paid.

 

86


25 Trade and other payables

 

     2021           2020  
     £m           £m  

Trade payables

     3,923           3,722  

Duty, excise and other taxes

     3,148           3,410  

Accrued charges and deferred income

     2,095           2,228  

FII GLO (note 10(b))

     963           963  

Social security and other taxation

     55           53  

Sundry payables

     375           381  
  

 

 

 

     

 

 

 

     10,559           10,757  
  

 

 

 

     

 

 

 

Current

     9,577           9,693  

Non-current

     982           1,064  
  

 

 

 

     

 

 

 

     10,559           10,757  
  

 

 

 

     

 

 

 

As explained in note 17, the Group acts as a collection agent for banks and other financial institutions in certain debt factoring arrangements. The cash collected in respect of these arrangements that has not yet been remitted amounts to £137 million (2020: £128 million) and is included in sundry payables.

In addition, the Group has certain Supply Chain Financing (SCF) or ‘reverse factoring’ arrangements in place. The principal purpose of these arrangements is to provide the supplier with the option to access liquidity earlier through the sale of its receivables due from the Group to a bank or other financial institution prior to their due date. Management has determined that the Group’s payables to these suppliers have neither been extinguished nor have the liabilities been significantly modified by these arrangements. The value of amounts payable, invoice due dates and other terms and conditions applicable, from the Group’s perspective, remain unaltered, with only the ultimate payee being changed. At 31 December 2021, the value of amounts payable under the SCF programmes was £251 million (2020: £48 million). The cash outflows in respect of these arrangements have been recognised within operating cash flows. Included in this amount is £156 million of leaf payables where the standard payment terms with the vendor is 150 days, consistent with credit terms normally available in certain markets.

Accrued charges and deferred income include £1 million of deferred income (2020: £nil) and £58 million (2020: £55 million) in respect of interest payable mainly related to tax matters. FII GLO of £963 million relates to receipts in 2015, in respect of the Franked Investment Income Government Litigation Order (note 10(b)). Amounts payable to related parties including associated undertakings are shown in note 30.

There is no material difference between the above amounts for trade and other payables and their fair value due to the short-term duration of the majority of trade and other payables, as determined using discounted cash flow analysis.

Trade and other payables are predominantly denominated in the functional currencies of subsidiary undertakings with less than 6% in other currencies (2020: less than 5% in other currencies).

 

87


26 Financial instruments and risk management

Management of financial risks

One of the principal responsibilities of Treasury is to manage the financial risks arising from the Group’s underlying operations. Specifically, Treasury manages, within an overall policy framework set by the Group’s Main Board and Corporate Finance Committee (CFC), the Group’s exposure to funding and liquidity, interest rate, foreign exchange and counterparty risks. The Group’s treasury position is monitored by the CFC which meets regularly throughout the year and is chaired by the Group Finance Director. The approach is one of risk reduction within an overall framework of delivering total shareholder return.

The Group defines capital as net debt (note 23) and equity (note 22). There are no externally imposed capital requirements for the Group. Group policies include a set of financing principles that provide a framework within which the Group’s capital base is managed and, in particular, the policies on dividends (as a percentage of long-term sustainable earnings) and share buy-back are decided. The key objective of the financing principles is to appropriately balance the interests of equity and debt holders in driving an efficient financing mix for the Group. The Group’s average cost of debt in 2021 is 3.5% (2020: 3.6%).

The Group manages its financial risks in line with the classification of its financial assets and liabilities in the Group’s balance sheet and related notes. The Group’s management of specific risks is dealt with as follows:

Liquidity risk

It is the policy of the Group to maximise financial flexibility and minimise refinancing risk by issuing debt with a range of maturities, generally matching the projected cash flows of the Group and obtaining this financing from a wide range of sources. The Group has a target average centrally managed debt maturity of at least five years with no more than 20% of centrally managed debt maturing in a single rolling year. As at 31 December 2021, the average centrally managed debt maturity was 10.1 years (2020: 9.9 years) and the highest proportion of centrally managed debt maturing in a single rolling year was 18.6.% (2020: 16.4%). Perpetual hybrid bonds are treated as equity (note 22 (d)) and therefore not included within the debt maturity analysis.

The Group utilises cash pooling and zero balancing bank account structures in addition to intercompany loans and borrowings to mobilise cash efficiently within the Group. The key objectives of Treasury in respect of cash and cash equivalents are to protect their principal value, to concentrate cash at the centre, to minimise the required debt issuance and to optimise the yield earned. The amount of debt issued by the Group is determined by forecasting the net debt requirement after the mobilisation of cash.

The Group continues to target a solid investment-grade credit rating. In January 2017, Moody’s and S&P revised the Group’s rating to Baa2 and BBB+ with stable outlook, respectively, following the announcement of the Reynolds American acquisition. The Group’s strategy is to continue deleveraging and is seeking to recover to Baa1/BBB+ in the medium term. The Group is confident of its continued ability to successfully access the debt capital markets for future refinancing requirements.

As part of its short-term cash management, the Group invests in a range of cash and cash equivalents, including money market funds, which are regarded as highly liquid and are not exposed to significant changes in fair value. These are kept under continuous review as described in the credit risk section below. At 31 December 2021, the Group does not have any investments in money market funds (2020: £nil).

As part of its working capital management, in certain countries, the Group has entered into factoring arrangements and supply chain financing arrangements. These are explained in further detail in note 17 and note 25.

Subsidiary companies are funded by share capital and retained earnings, loans from the central finance companies on commercial terms, or through local borrowings by the subsidiaries in appropriate currencies to predominantly fund short- to medium-term working capital requirements.

Available facilities in current year:

It is Group policy that short-term sources of funds (including drawings under both the Group US$4 billion U.S. commercial paper (U.S. CP) programme and the Group £3 billion euro commercial paper (ECP) programme) are backed by undrawn committed lines of credit and cash. Commercial paper is issued by B.A.T. International Finance p.l.c, B.A.T. Netherlands Finance B.V. and B.A.T Capital Corporation and guaranteed by British American Tobacco p.l.c.. At 31 December 2021, commercial paper of £269 million was outstanding (2020: £nil). Cashflows relating to commercial paper that have maturity periods of three months or less are presented on a net basis in Group’s cash flow statement.

At 31 December 2021, the Group had access to a £5.85 billion revolving credit facility. This facility was undrawn at 31 December 2021. In 2021, the Group exercised the first of the one-year extension options on both tranches of the revolving credit facility, with the second one-year extension subsequently exercised in February 2022. Effective March 2022, therefore, the £2.85 billion 364-day tranche will be extended to March 2023 at the reduced amount of £2.7 billion and £2.5 billion of the five-year tranche will be extended from March 2026 to March 2027 (with £3.0 billion of this tranche remaining available until March 2025 and £2.85 billion remaining available from March 2025 to March 2026).

During 2021, the Group extended short-term bilateral facilities totalling £2.5 billion until March or April 2022, some with extension options to extend for further periods. As at 31 December 2021, £500 million was drawn on a short-term basis. Of such short-term bilateral facilities, in December 2021, the Group amended and extended a total of £500 million until December 2022 and subsequent to year end, the Group amended and extended a further £500 million until January 2023 and effective April 2022, an additional £350 million was agreed to be extended until October 2022 and £500 million until April 2023. Cashflows relating to bilateral facilities that have maturity periods of three months or less are presented on a net basis in the Group’s cash flow statement.

 

88


Issuance, drawdowns and repayments in current year:

 

   

In February 2021, the Group repaid a 650 million bond at maturity;

 

   

In June 2021, the Group repaid £500 million of the £1,929 million term loan that has a maturity date in January 2022; the remaining £1,429 million was repaid in September 2021;

 

   

In July, August, September and November 2021, the Group repaid £500 million, 1,100 million, CHF 400 million and 500 million of bonds at maturity, respectively; and

 

   

The Group issued perpetual hybrid bonds totalling 2 billion in September 2021. Please refer to note 22(d) for further details.

Available facilities in prior year:

In March 2020, the Group refinanced its £6 billion revolving credit facility consisting of a £3 billion 364-day tranche (with two one-year extension options and a one-year term-out option), and a £3 billion five-year tranche (with two one-year extension options). The facility no longer contains a financial covenant. As at 31 December 2020, the facility was undrawn.

In March and April 2020, the Group arranged short-term bilateral facilities with core relationship banks for a total amount of approximately £4.8 billion, strengthening the Group’s liquidity position and further mitigating liquidity risks during the COVID-19 crisis. The bilateral facilities have since been reduced to a total amount of approximately £3.4 billion. At 31 December 2020, these facilities were undrawn.

Issuance, drawdowns and repayments in prior year:

   

In April 2020, the Group accessed the U.S. dollar market under its SEC Shelf Programme, raising a total of US$2.4 billion across three tranches. Additionally, the Group accessed the European market under its EMTN programme, raising a total of 1.7 billion across two tranches;

 

   

In May and June 2020, the Group repaid US$750 million and US$770.8 million bonds at maturity, respectively. Additionally, in June 2020, the Group raised £500 million in the sterling market under its EMTN Programme;

 

   

In July 2020, the Group repaid a 600 million bond and a £1.9 billion term loan at maturity, and in August 2020, the Group repaid a US$1 billion bond at maturity;

 

   

In September 2020, the Group accessed the U.S. dollar market under its SEC Shelf programme, raising a total of US$6.25 billion across five tranches. The Group also made a tender offer to repurchase portions of seven series of bonds prior to their maturities. The tender offer was completed in October 2020, totalling US$3.2 billion under five series of bonds, £70 million and 100 million under two separate series of bonds, all of which would have otherwise matured in 2021 and 2022; and

 

   

In October 2020, the Group exercised the make whole redemption provision to fully redeem the remaining amounts outstanding following the tender offer on three series of bonds that would have otherwise matured in 2022. In November 2020, the balance outstanding on these bonds was repurchased, totalling US$597.6 million.

Currency risk

The Group is subject to exposure on the translation of the net assets of foreign currency subsidiaries and associates into its reporting currency, sterling. The Group’s primary balance sheet translation exposures are to the U.S. dollar, Canadian dollar, euro, Danish krone, Swiss franc, South African rand, Russian rouble, Brazilian real, Australian dollar, Malaysian ringgit, Singaporean dollar and Indian rupee. These exposures are kept under continuous review. The Group’s policy on borrowings is to broadly match the currency of these borrowings with the currency of cash flows arising from the Group’s underlying operations. Within this overall policy, the Group aims to minimise all balance sheet translation exposure where it is practicable and cost-effective to do so through matching currency assets with currency borrowings. The main objective of these policies is to protect shareholder value by increasing certainty and minimising volatility in earnings per share. At 31 December 2021, the currency profile of the Group’s gross debt, after taking into account derivative contracts, was 68% U.S. dollar (2020: 63%), 13% euro (2020: 13%), 13% sterling (2020: 19%) and 6% other currencies (2020: 5% other currencies).

The Group faces currency exposures arising from the translation of profits earned in foreign currency subsidiaries and associates and joint arrangements; these exposures are not normally hedged. Exposures also arise from:

(i) foreign currency denominated trading transactions undertaken by subsidiaries. These exposures comprise committed and highly probable forecast sales and purchases, which are offset wherever possible. The remaining exposures are hedged within the Treasury policies and procedures with forward foreign exchange contracts and options, which are designated as hedges of the foreign exchange risk of the identified future transactions; and

(ii) forecast dividend flows from subsidiaries to the centre. To ensure cash flow certainty, the Group enters into forward foreign exchange contracts which are designated as net investment hedges of the foreign exchange risk arising from the investments in these subsidiaries.

 

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IFRS 7 requires a sensitivity analysis that shows the impact on the income statement and on items recognised directly in other comprehensive income of hypothetical changes of exchange rates in respect of non-functional currency financial assets and liabilities held across the Group. All other variables are held constant although, in practice, market rates rarely change in isolation. Financial assets and liabilities held in the functional currency of the Group’s subsidiaries, as well as non-financial assets and liabilities and translation risk, are not included in the analysis. The Group considers a 10% strengthening or weakening of the functional currency against the non-functional currency of its subsidiaries as a reasonably possible change. The impact is calculated with reference to the financial asset or liability held as at the year-end, unless this is unrepresentative of the position during the year.

A 10% strengthening of functional currencies against non-functional currencies would result in pre-tax profit being £53 million lower (2020: £61 million lower; 2019: £16 million lower) and items recognised directly in other comprehensive income being £144 million higher (2020: £57 million higher; 2019: £22 million lower). A 10% weakening of functional currencies against non-functional currencies would result in pre-tax profit being £65 million higher (2020: £74 million higher; 2019: £20 million higher) and items recognised directly in other comprehensive income being £177 million lower (2020: £70 million lower; 2019: £27 million higher).

The exchange sensitivities on items recognised directly in other comprehensive income relate to hedging of certain net asset currency positions in the Group, as well as on cash flow hedges in respect of future transactions, but do not include sensitivities in respect of exchange on non-financial assets or liabilities.

Interest rate risk

The objectives of the Group’s interest rate risk management policy are to lessen the impact of adverse interest rate movements on the earnings, cash flow and economic value of the Group. Additional objectives are to minimise the cost of hedging and the associated counterparty risk.

During 2020, the Group financial covenant, being gross interest cover, was removed from the centrally managed banking facilities.

In order to manage its interest rate risk, the Group maintains both floating rate and fixed rate debt. The Group sets targets (within overall guidelines) for the desired ratio of floating to fixed rate debt on a net basis (at least 50% fixed on a net basis in the short to medium term) as a result of regular reviews of market conditions and strategy by the Corporate Finance Committee and the board of the main central finance company. At 31 December 2021, the relevant ratios of floating to fixed rate borrowings were 10:90 (2020: 7:93) on a net basis. Underlying borrowings are arranged on both a fixed rate and a floating rate basis and, where appropriate, the Group uses derivatives, primarily interest rate swaps to vary the fixed and floating mix, or forward starting swaps to manage the refinancing risk. The interest rate profile of liquid assets is taken into account in determining the net interest rate exposure.

IFRS 7 requires a sensitivity analysis that shows the impact on the income statement and on items recognised directly in other comprehensive income of hypothetical changes of interest rates in respect of financial assets and liabilities of the Group. All other variables are held constant although, in practice, market rates rarely change in isolation. For the purposes of this sensitivity analysis, financial assets and liabilities with fixed interest rates are not included. The Group considers a 100 basis point change in interest rates a reasonably possible change except where rates are less than 100 basis points. In these instances, it is assumed that the interest rates increase by 100 basis points and decrease to zero for the purpose of performing the sensitivity analysis. The impact is calculated with reference to the financial asset or liability held as at the year-end, unless this is unrepresentative of the position during the year.

A 100 basis point increase in interest rates would result in pre-tax profit being £44 million lower (2020: £31 million lower; 2019: £143 million lower). A 100 basis point decrease in interest rates, or less where applicable, would result in pre-tax profit being £47 million higher (2020: £29 million higher; 2019: £108 million higher). The effect of these interest rate changes on items recognised directly in other comprehensive income is not material in either year.

In accordance with the UK Financial Conduct Authority’s announcement on 27 July 2017, and following the decision taken by global regulators in 2018 to replace Interbank Offered Rates with alternative nearly risk-free rates, such benchmark rates are expected to be largely discontinued after 2021. The IASB addressed the effects of interest rate benchmark reform on financial reporting, with two phases of Amendments to IFRS 9 Financial Instruments (and other Standards) which the Group adopted in its Year End 2019 and 2020 accounts, respectively, as explained in the accounting policies (note1). The impact on the Group’s profit or equity from the application of these amendments was not material.

In January 2021, the Group confirmed adherence to the ISDA 2020 IBOR Fallbacks Protocol as published by the International Swaps and Derivatives Association, Inc. (ISDA) on 23 October 2020 (the Protocol), ensuring that appropriate fallback rates can apply to derivatives in the event of LIBOR discontinuation.

As at 31 December 2021, the Group has a floating rate bond with a nominal value US$750 million (£554 million) (2020: US$750 million (£549 million)) that is due to mature in August 2022 before USD LIBOR ceases. £1,929 million of floating rate borrowings outstanding at 31 December 2020 were repaid during the year. In addition, the Group has bilateral facilities totalling £2.5 billion of which £500 million was drawn down at 31 December 2021. The contractual language on these facilities was updated during 2021 such that all drawings are based on SONIA with effect from the end of November 2021. The Group’s syndicated revolving credit facility (undrawn at 31 December 2021 and 2020) has historically had references to USD LIBOR, EURIBOR and GBP LIBOR. This facility includes market standard LIBOR replacement language, and with effect from June 2021 the agreement has adopted SOFR and SONIA as the alternative benchmark rates in respect of USD LIBOR and GBP LIBOR, respectively.

 

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Following announcements by the respective regulators, EURIBOR and USD LIBOR are now expected to continue for the foreseeable future, with USD LIBOR rates potentially discontinued after June 2023.

The Group has a total of nine derivatives that may be impacted by an interest rate benchmark reform of which two are free-standing derivatives (EUR interest rate swaps) maturing in January 2023 with nominal values of 750 million (£630 million). There are three derivatives (USD interest rate swaps) in fair value hedge relationship with nominal value US$300 million (£221 million) maturing in June 2022 (before USD LIBOR cessation) and therefore no further exposure arises.

The remaining four impacted derivatives (cross currency interest rate swaps) with nominal values totalling 800 million (£672 million) maturing in October 2023 are in fair value hedge relationships which are indexed to the sterling LIBOR interest rates. The Group is party to the ISDA fallback protocol and in January 2022, it automatically replaced the GBP LIBOR with an economically equivalent interest rate derivatives referencing SONIA on their reset date. The Group has updated the respective hedge documentation accordingly since the uncertainty regarding the transition for these four derivatives has ceased. The hedge relationship on these derivatives will continue with any resulting ineffectiveness likely to be immaterial.

The Group therefore believes that any outstanding contracts on 1 January 2022 with interest rates based on LIBOR or similar benchmarks will adequately provide for alternate calculations of interest in the event that they are unavailable.

Credit risk

The Group has no significant concentrations of customer credit risk. Subsidiaries have policies in place requiring appropriate credit checks on potential customers before sales commence. The process for monitoring and managing credit risk once sales to customers have been made varies depending on local practice in the countries concerned.

Certain territories have bank guarantees, other guarantees or credit insurance provided in the Group’s favour in respect of Group trade receivables, the issuance and terms of which are dependent on local practices in the countries concerned. All derivatives are subject to ISDA agreements or equivalent documentation.

Cash deposits and other financial instruments give rise to credit risk on the amounts due from the related counterparties. Generally, the Group aims to transact with counterparties with strong investment grade credit ratings. However, the Group recognises that due to the need to operate over a large geographic footprint, this will not always be possible. Counterparty credit risk is managed on a global basis by limiting the aggregate amount and duration of exposure to any one counterparty, taking into account its credit rating. The credit ratings of all counterparties are reviewed regularly.

The Group ensures that it has sufficient counterparty credit capacity of requisite quality to undertake all anticipated transactions throughout its geographic footprint, while at the same time ensuring that there is no geographic concentration in the location of counterparties.

With the following exceptions, the maximum exposure to the credit risk of financial assets at the balance sheet date is reflected by the carrying values included in the Group’s balance sheet. The Group has entered into short-term risk participation agreements in relation to certain leaf supply arrangements and the maximum exposure under these would be £89 million (2020: £88 million). In addition, the Group has entered into a guarantee arrangement to support a short-term bank credit facility with distribution and supply chain partner. The maximum exposure under the arrangement would be £1 million (2020: £36 million).

Price risk

The Group is exposed to price risk on investments held by the Group, which are included in investments held at fair value on the consolidated balance sheet, but the quantum of such is not material.

Hedge accounting

In order to qualify for hedge accounting, the Group is required to document prospectively the economic relationship between the item being hedged and the hedging instrument. The Group is also required to demonstrate an assessment of the economic relationship between the hedged item and the hedging instrument, which shows that the hedge will be highly effective on an ongoing basis. This effectiveness testing is repeated periodically to ensure that the hedge has remained, and is expected to remain, highly effective. The prospective effectiveness testing determines that an economic relationship between the hedged item and the hedging instrument exists.

In accordance with the Group Treasury Policy, the exact hedge ratios and profile of a hedge relationship will depend on several factors, including the desired degree of certainty and reduced volatility of net interest costs and market conditions, trends and expectations in the relevant markets. The sources of ineffectiveness include spot and forward differences, impact of time value and timing differences between periods in the hedged item and hedging instrument.

The Group’s risk management strategy has been explained in further detail under the interest rate risk and currency risk sections of this note.

Fair value estimation

The fair values of financial assets and liabilities with maturities of less than one year, other than derivatives, are assumed to approximate their book values. For other financial instruments which are measured at fair value in the balance sheet, the basis for fair values is described below.

 

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Fair value hierarchy

The following table presents the Group’s financial assets and liabilities that are measured at fair value in accordance with IFRS 13 classification hierarchy:

 

     2021      2020  
  

 

 

 

  

 

 

 

    

Level 1  

£m  

  

Level 2  

£m  

  

Level 3  

£m  

  

Total  

£m  

  

Level 1  

£m  

  

Level 2  

£m  

  

Level 3  

£m  

  

Total  

£m  

Assets at fair value                                        
Investment held at fair value (note 18)      405        -        101        506        171        -        93        264  
Derivatives relating to                        
– interest rate swaps (note 19)      -        33        -        33        -        65        -        65  
– cross-currency swaps (note 19)      -        221        -        221        -        444        -        444  
– forward foreign currency contracts (note 19)      -        171        -        171        -        288        -        288  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Assets at fair value      405        425        101        931        171        797        93        1,061  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Liabilities at fair value                        
Derivatives relating to                        
– interest rate swaps (note 19)      -        36        -        36        -        53        -        53  
– cross-currency swaps (note 19)      -        35        -        35        -        -        -        -  
– forward foreign currency contracts (note 19)      -        243        -        243        -        266        -        266  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Liabilities at fair value      -        314        -        314        -        319        -        319  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Level 2 financial instruments are not traded in an active market, but the fair values are based on quoted market prices, broker/dealer quotations, or alternative pricing sources with reasonable levels of price transparency. The Group’s level 2 financial instruments include OTC derivatives.

 

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Netting arrangements of derivative financial instruments

The gross fair value of derivative financial instruments as presented in the Group balance sheet, together with the Group’s rights of offset associated with recognised financial assets and recognised financial liabilities subject to enforceable master netting arrangements and similar agreements, is summarised as follows:

 

     2021         2020      
  

 

 

   

 

 

 
    

Amount    
presented    
in the    
Group    
balance    
sheet*    

£m    

   

Related    
amounts    
not offset    
in the    
Group    
balance    
sheet    

£m    

   

Net    
amount    

£m    

   

Amount    
presented    
in the    
Group    
balance    
sheet*    

£m    

   

Related    
amounts    
not offset    
in the    
Group    
balance    
sheet    

£m    

   

Net    
amount    

£m    

 

Financial assets

            

– Derivative financial instruments (note 19)

     425       (184     241       797       (237     560  

Financial liabilities

            

– Derivative financial instruments (note 19)

     (314     184       (130     (319     237       (82
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     111       -       111       478       -       478  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

* No financial instruments have been offset in the Group balance sheet.

The Group is subject to master netting arrangements in force with financial counterparties with whom the Group trades derivatives.

The master netting arrangements determine the proceedings should either party default on their obligations. In case of any event of default, the non-defaulting party will calculate the sum of the replacement cost of outstanding transactions and amounts owed to it by the defaulting party. If that sum exceeds the amounts owed to the defaulting party, the defaulting party will pay the balance to the non-defaulting party. If the sum is less than the amounts owed to the defaulting party, the non-defaulting party will pay the balance to the defaulting party.

The hedged items by risk category are presented below:

 

    2021    
          

Accumulated amount of fair value    

hedge adjustments on    

the hedged    

  Line item in the      

Changes in    

fair    

   
   

Carrying amount of the hedged     

item     

 

item included in the carrying    

amount of the hedged item    

 

statement of    

financial    

 

value used for    

calculating    

  Cash flow hedge    
reserve    
                  position where       hedge       (gross of tax)    
                 

the hedged item    

is included    

  ineffectiveness        
    £m        £m           £m       £m    

Fair value hedges

         

Interest rate risk

         

– borrowings (liabilities)

                9,197                 101       Borrowings       87    

Cash flow hedges

         

Interest rate risk

         

– borrowings (liabilities)

    2,132         Borrowings       (69          (538) 

 

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    2020    
          

Accumulated amount of fair value    

hedge adjustments    

on the hedged    

  Line item in the      

Changes in    

fair    

   
   

Carrying amount of the hedged     

item     

 

item included in the carrying    

amount of the hedged item    

 

statement of    

financial    

 

value used for    

calculating    

  Cash flow hedge    
reserve    
                  position where       hedge       (gross of tax)    
                 

the hedged item    

is included    

  ineffectiveness        
    £m        £m              £m       £m    

Fair value hedges

         

Interest rate risk

         

– borrowings (liabilities)

    5,356                   173       Borrowings           (57  

Cash flow hedges

         

Interest rate risk

         

– borrowings (liabilities)

    2,816         Borrowings           155       (628

£368 million (2020: £392 million) of the Group’s borrowings are designated as net investment hedge instruments of the Group’s net investments in foreign operations. In line with the Group’s risk management policies, the net investment hedge relationships are reviewed periodically. A number of these relationships had matured in 2019. The change in the value used for calculating hedge ineffectiveness for hedged items designated under net investment hedge relationships is £24 million (2020: £21 million).

As at 31 December 2021, the accumulated balance of the cash flow hedge reserve was a loss of £363 million (2020: loss of £504 million) including an accumulated loss of £538 million (2020: loss of £628 million) in relation to interest rate exposure and foreign currency exposure arising from borrowings held by the Group, and an accumulated gain of £116 million (2020: gain of £139 million) in relation to deferred tax arising from cash flow hedges. The remainder related to the Group’s foreign currency exposure on forecasted transactions and cost of hedging (note 22(c)(ii)).

 

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27 Changes in the Group

(a) Acquisitions

The Group acquired certain businesses and other tobacco assets as noted below. The financial impact of these transactions to the Group were immaterial individually and in aggregate. Except as noted, there were no material differences between the fair value and book values of net assets acquired in business combinations.

On 12 November 2020, the Group acquired 100% of the share capital in Eastern Tobacco Company for Trading, formerly known as Rafique Mohammed Sudki Jad Establishment for Trading when acting as BAT’s distributor in Saudi Arabia (KSA), for £50 million (SAR 246 million). Goodwill of £36 million, representing anticipated synergies, and trademarks and similar intangibles of £39 million, as well as £96 million of cash and cash equivalents, were recognised on acquisition.

On 8 April 2019, the Group via its U.S. subsidiary R.J. Reynolds Vapor Company (RJR Vapor), acquired a 45% stake in VapeWild Holdings LLC, a vertically integrated vapour manufacturer and retailer for US$40 million. This was followed by a further acquisition of 15% on 24 June 2019 for US$8 million, giving the Group a 60% interest for US$48 million (£36 million). The Group consolidated VapeWild as a subsidiary from the date of the first investment. Goodwill of £11 million, representing a strategic premium to enter this segment of the U.S. vapour market, and trademarks and similar intangibles of £39 million were recognised on acquisition. Following the announcements with regard to flavours in vapour in the U.S., goodwill was impaired in full in 2019. The business was subsequently discontinued and liquidation proceedings commenced in December 2020.

On 21 December 2017, the Group signed an agreement to acquire 100% of the share capital of Twisp Proprietary Limited, a South African e-cigarette/nicotine vapour company with a market share of circa 70% within South Africa and a leading presence in shopping malls via its branded kiosks outlets. Completion of the proposed acquisition was conditional upon South African anti-trust clearance, which was given in the second half of 2019 and BAT acquired control on 30 September 2019 for a purchase price of £25 million of which £6 million was deferred and contingent upon future performance in the market. Goodwill of £12 million, representing a strategic premium to enter this segment of the South African vapour market, and trademarks and similar intangibles of £15 million were recognised on acquisition. Due to difficult trading conditions, the goodwill and intangibles were fully impaired in 2020 and deferred consideration adjusted by £3 million. The final payment of deferred consideration of £3 million was paid in 2021.

On 5 May 2017, the Group acquired certain tobacco assets, including a distribution company, Express Logistic and Distribution EOOD (ELD), from Bulgartabac Holding AD in Bulgaria. The assets acquired, including brands and other intangibles of £117 million, were purchased for a total consideration of £110 million, of which £28 million was contingent upon future performance in the market. £14 million of this was paid during 2018 and £13 million of this was paid during 2019. Subsequently, ELD was disposed of in 2019 at carrying value.

On 4 January 2017, the Group completed the acquisition of 100% of Winnington Holding AB, a Swedish manufacturer of ‘white’ snus, for a purchase price of £31 million. Goodwill of £8 million and brands and similar intangibles of £28 million were recognised. £8 million of the consideration was contingent on post-acquisition targets being met and was substantially settled in January 2019.

On 17 November 2015, the Group acquired 100% of Blue Nile Cigarette Company Limited from a private shareholder. The fair value of the consideration payable was £45 million of which £8 million was contingent on achievement of certain post-acquisition targets. Subsequent payments in respect of this were £1 million in 2016, £5 million in 2017, £1 million in 2018 and £1 million in 2019.

On 30 September 2015, the Group acquired TDR and other tobacco and retail assets from Adris Grupa d.d. (Adris) for a total enterprise value of 550 million. Part of the consideration was contingent upon certain targets being met post-acquisition, and £5 million of this was paid in January 2017. In 2019, the Group reached an agreement with Adris regarding the level of contingent consideration such that any remaining amounts would not be paid by the Group and the Group received 3 million in full and final settlement of all claims between Adris and the Group. Consequently, 9 million of cash and deferred consideration was recognised as other income (note 7).

(b) Non-controlling interests

In 2021, the Group made a capital contribution to Brascuba Cigarrillos S.A. at a cost of £6 million (2020: £17 million; 2019: £20 million). This contribution was in proportion to a capital contribution made by the non-controlling interest to the company and as such, the Group’s shareholding remains unchanged.

In addition, in 2021, as part of a Voluntary Tender Offer for the non-controlling interests of the Group’s Indonesian subsidiary, the Group acquired 0.2% additional shares at a cost of £4 million as explained in note 30.

Also in 2021, the Group acquired a further 2.7% in Hrvatski Duhani d.d. Tobacco Leaf Processing at a cost of £1 million.

 

95


(c) Other transactions

(i) Organigram

On 11 March 2021, the Group announced a strategic collaboration agreement with Organigram Inc., a wholly owned subsidiary of publicly traded Organigram Holdings Inc. (collectively, Organigram). Under the terms of the transaction, a Group subsidiary acquired a 19.9% equity stake in Organigram Holdings Inc. (listed on both the Nasdaq and Toronto Stock Exchange under the symbol ‘OGI’) to become its largest shareholder, with the ability to appoint two directors to Organigram Holdings Inc.’s board of directors and representation on its investment committee. At closing, one BAT nominee, Mr. Jeyan Heper, was added to the board. A second nominee and a replacement for Mr. Heper, who resigned on 31 October 2021, are expected to be proposed in due course. The Group accounts for the investment as an associate.

The Group’s investment provides a significant injection of capital for Organigram that will enable them to expand and accelerate their R&D and product development activities and support business expansion. The Group’s investment of £129 million has been allocated against the Group’s share of Organigram’s net assets, including the recognition of £49 million of intangibles, and goodwill of £30 million, which represents a strategic premium to enter the legal cannabis market in North America.

During 2021, Organigram acquired all of the issued and outstanding shares of The Edibles & Infusions Corporation (EIC) for an initial consideration of CAD$22 million, payable in shares. Organigram also acquired all of the issued and outstanding shares of Laurentian Organic Inc. for consideration of CAD$36 million, payable in cash and shares. The impact of these transactions on the Group was not material. As a result of these transactions, the Group’s shareholding was reduced to 18.8%. Potential additional shares are payable on both transactions upon the acquired businesses achieving certain earnout milestones. The transactions and results of these changes are immaterial to the Group and organic measures, excluding the results of these acquisitions, are not presented.

(ii) Other acquisitions

During 2021, the Group increased its ownership of a wholesale producer and distributor operating in the agriculture sector based in Uzbekistan, FE “Samfruit” JSC to 42.61%, for £1 million. During 2020, the ownership was increased to 38.63%, for £5 million.

On 20 October 2020, the Group acquired the formulations, brands, associated know-how and other relevant assets owned by Dryft Sciences, LLC (DSL) relating to its white nicotine pouch products for consideration of up to US$150 million payable in accordance with the achievement of certain milestones. The transaction has been accounted for as an asset acquisition, rather than as a business combination, as the intellectual property and associated assets acquired do not represent an integrated set of activities required by IFRS for business combination accounting. Consequently, the consideration payable has been assigned to the acquired assets by relative fair value.

On 10 January 2019, the Group acquired a minority stake in AYR Limited, a vapour technology company based in the UK, for £8 million, with the potential to increase this in the future. The investment terms also provide for the Group and AYR to agree a commercial collaboration agreement under which the Group and AYR will jointly develop future vaping products.

(d) Disposals

On 25 June 2021, the Group agreed to dispose of its Iranian subsidiary, B.A.T. Pars Company PJSC (BAT Pars) to DTM ME FZE LLC. Accordingly, BAT Pars was classified as held-for-sale at that date and £152 million of assets, primarily comprised £98 million of cash and cash equivalents, £38 million of inventory and £14 million of property, plant and equipment, were transferred to held-for-sale assets. Also, £24 million of liabilities, primarily comprised £10 million of trade creditors and £8 million of corporation tax payable, were transferred to held-for-sale liabilities. Subsequently an impairment charge and associated costs of £88 million was recognised in the income statement and treated as an adjusting item.

Completion took place on 6 August 2021. The value of the consideration, in Euros, is subject to the finalisation of the completion accounts process, as well as various other matters, with payment deferred until September 2022. Discounted estimated proceeds of £45 million have been recognised as a current receivable. At 31 December 2021, a credit of £2 million was recognised in operating profit in relation to a partial unwind of discounting on the deferred proceeds. In addition, £272 million in respect of foreign exchange previously recognised in other comprehensive income has been reclassified to the income statement. The financial impact of this has also been treated as an adjusting item.

The held-for-sale impairment charge of £83 million and the foreign exchange reclassification of £272 million which were charged to the income statement have been included as non-cash items in the cash flow statement.

In compliance with IAS 7 Statement of cash flows, the £98 million of cash and cash equivalents held at the date of disposal have been reported as a cash outflow under investing activities.

In addition, £24 million of related investments held at fair value were provided against as a charge to net finance costs given uncertainties regarding recovery of these funds.

 

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28 Share-based payments

The Group operates a number of share-based payment arrangements of which the two principal ones are:

Long-Term Incentive Plan (LTIP)

Awards granted from 2020 under the Long-Term Incentive Plan are the Performance Share Plan and the Restricted Share Plan with the following conditions:

Performance Share Plan (PSP): nil-cost options released three years from date of grant. Payout is subject to performance conditions based on earnings per share (40% of grant), operating cash flow (20% of grant), total shareholder return (20% of grant) and net turnover (20% of grant) in 2021, 2020 and 2019. Total shareholder return combines the share price and dividend performance of the Company by reference to one comparator group. Participants are not entitled to dividends prior to the exercise of the options. A cash equivalent dividend accrues through the vesting period and is paid on vesting. Both equity and cash-settled PSP awards are granted in March each year.

Restricted Share Plan (RSP): Nil-cost options released three years from date of grant and may be subject to forfeit if a participant leaves employment before the end of the three-year holding period. Participants are not entitled to dividends prior to the exercise of the options. A cash equivalent dividend accrues through the vesting period and is paid on vesting. Both equity- and cash-settled RSP awards are granted in March.

Awards granted in 2019 are nil-cost options exercisable after three years from date of grant with a contractual life of 10 years. The performance conditions and the dividend entitlement attached to these awards are identical to the PSP award mentioned above. Both equity and cash-settled LTIP awards were granted in March.

Following the acquisition of Reynolds American on 25 July 2017, underlying Reynolds American shares for LTIPs were replaced with BAT American Depositary Shares (ADS). LTIP awards for ADSs are measured against the performance conditions of Reynolds American at the maximum of 150% at the vesting date. Equity-settled LTIPs were granted by Reynolds American in March each year with options exercisable after three years from the date of grant with the payment made no later than 90 days from date of vesting. Participants are not entitled to dividends prior to exercise of the options.

Deferred Share Bonus Scheme (DSBS)

Free ordinary shares released three years from date of grant and may be subject to forfeit if a participant leaves employment before the end of the three-year holding period. Participants receive a separate payment equivalent to a proportion of the dividend payment during the holding period. Both equity- and cash-settled deferred shares are granted in March each year.

The Group also has a number of other arrangements which are not material for the Group and these are as follows:

Sharesave Scheme (SAYE)

Options granted in March each year from 2011 onwards (previously, November until 2009, and no options were granted during 2010) by invitation at a 20% discount to the market price. Options to this equity-settled scheme are exercisable at the end of a three-year or five-year savings contract. Participants are not entitled to dividends prior to the exercise of the options. The maximum amount that can be saved by a participant in this way is £6,000 in any tax year.

Share Reward Scheme (SRS) and International Share Reward Scheme (ISRS)

Free shares granted in April each year (maximum £3,600 in any year) under the equity-settled schemes are subject to a three-year holding period. Participants receive dividends during the holding period which are reinvested to buy further shares.

Partnership Share Scheme

Open to all eligible employees, where employees can allocate part of their pre-tax salary to purchase shares in British American Tobacco p.l.c.. The maximum amount that can be allocated in this way to any individual is £1,800 in any tax year. The shares purchased are held in a UK-based trust and are normally capable of transfer to participants tax-free after a five-year holding period.

 

97


Share-based payment expense

The amounts recognised in the income statement in respect of share-based payments were as follows:

 

     2021           2020           2019  
    

Equity-  

settled  

£m  

  

Cash-  

settled  

£m  

       

Equity-  

settled  

£m  

  

Cash-  

settled  

£m  

       

Equity-  

settled  

£m  

  

Cash-  

settled  

£m  

LTIP (note (a))      30        -           36        -           58        1  
DSBS (note (b))      39        2           44        3           50        4  
Other schemes      7        -           8        -           7        -  
  

 

 

 

  

 

 

 

     

 

 

 

  

 

 

 

     

 

 

 

  

 

 

 

Total recognised in the income statement (note 3)      76        2           88        3           115        5  
  

 

 

 

  

 

 

 

     

 

 

 

  

 

 

 

     

 

 

 

  

 

 

 

Share-based payment liability

The Group issues to certain employees cash-settled share-based payments that require the Group to pay the intrinsic value of these share-based payments to the employee at the date of exercise. The Group has recorded liabilities in respect of vested and unvested grants at the end of 2021 and 2020:

 

     2021              2020     
    

Vested    

£m    

 

Unvested      

£m      

      

Vested    

£m    

 

Unvested     

£m     

LTIP

     0.1       1.1          0.3       1.5  

DSBS

     0.1       6.4          0.2       5.7  
  

 

 

 

 

 

 

 

    

 

 

 

 

 

 

 

Total liability

     0.2       7.5          0.5       7.2  
  

 

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

(a) Long-Term incentive Plan

Details of the movements for the equity- and cash-settled LTIP scheme during the years ended 31 December 2021 and 31 December 2020, were as follows:

 

 

 

     2021              2020     
    

Equity-    

settled    

Number    

of options    

in thousands    

 

Cash-      

settled      

Number      

of options      

in thousands      

      

Equity-    

settled    

Number    

of options    

in thousands    

 

Cash-     

settled     

Number     

of options     

in thousands     

Outstanding at start of year

     10,000       274          9,193       318  

Granted during the period

     3,440       81          3,856       109  

Exercised during the period

     (1,639     (48        (1,590     (63

Forfeited during the period

     (1,910     (64        (1,459     (90
  

 

 

 

 

 

 

 

    

 

 

 

 

 

 

 

Outstanding at end of year

     9,891       243          10,000       274  
  

 

 

 

 

 

 

 

    

 

 

 

 

 

 

 

Exercisable at end of year

     611       29          690       27  
  

 

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

98


As at 31 December 2021, the Group has 9,891,000 shares (2020: 10,000,000 shares) outstanding which includes 2,650,364 shares (2020: 2,876,738 shares) which are related to Reynolds American LTIP awards from which nil shares (2020: nil shares) are exercisable at the end of the year.

The weighted average British American Tobacco p.l.c. share price at the date of exercise for share options exercised during the period was £27.67 (2020: £29.37; 2019: £28.31) for equity-settled and £27.59 (2020: £28.68; 2019: £30.87) for cash-settled options.

The weighted average British American Tobacco p.l.c. share price for ADS on the New York Stock Exchange at the date of exercise for share options exercised during the period relating to equity-settled Reynolds American LTIP awards was US$35.93 (2020: US$40.04; 2019: US$36.35).

The outstanding shares for the year ended 31 December 2021 had a weighted average remaining contractual life of 3.7 years (2020: 8.1 years; 2019: 8.2 years) for the equity-settled scheme, 1.70 years for Reynolds American equity-settled scheme (2020: 1.72 years; 2019: 1.93 years) and 4.1 years (2020: 8.1 years; 2019: 8.3 years) for the cash-settled share-based payment arrangements.

 

99


(b) Deferred Share Bonus Scheme

Details of the movements for the equity- and cash-settled DSBS scheme during the years ended 31 December 2021 and 31 December 2020, were as follows:

 

     2021             2020     
    

Equity-    

settled    

Number    

of options    

in thousands    

 

Cash-     

settled     

Number     

of options     

in thousands     

     

Equity-     

settled     

Number     

of options     

in thousands     

 

Cash-     

settled     

Number     

of options     

in thousands     

Outstanding at start of year

     4,141       200         3,748       282  

Granted during the period

     1,562       179         1,829       109  

Exercised during the period

     (1,497     (142       (1,368     (175

Forfeited during the period

     (65     (14       (68     (16
  

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

Outstanding at end of year

     4,141       223         4,141       200  
  

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

Exercisable at end of year

     -       1         91       4  
  

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

The weighted average British American Tobacco p.l.c. share price at the date of exercise for share options exercised during the financial year was £27.58 (2020: £28.08; 2019: £28.40) for equity-settled and £27.70 (2020: £28.06; 2019: £30.06) for cash-settled options.

The outstanding shares for the year ended 31 December 2021 had a weighted average remaining contractual life of 1.3 years (2020: 1.4 years; 2019: 1.5 years) for the equity-settled scheme and 1.3 years (2020: 1.4 years; 2019: 1.5 years) for the cash-settled scheme.

Valuation assumptions

Assumptions used in the Black-Scholes models to determine the fair value of share options at grant date were as follows:

 

       2021              2020 
       LTIP             DSBS               LTIP               DSBS 

Expected volatility (%)

       27.0             27.0               25.0               25.0  

Average expected term to exercise (years)*

       3.0             3.0               3.5 / 3.0               3.0  

Risk-free rate (%)

       0.2             0.2               0.2               0.2  

Expected dividend yield (%)

       7.7             7.7               7.9               7.9  

Share price at date of grant (£)

       27.94             27.94               26.33               26.33  

Fair value at grant date (£)*

       19.87 / 22.20             22.20               21.23 / 20.76               20.76  

Fair value at grant date (£)* – Management Board

       17.35 / 22.20             22.20               21.23 / 20.76               20.76  

 

*

Where two figures have been quoted for the Long-Term Incentive Plan, the numbers relate to PSP and RSP awards, respectively.

 

100


Market condition features were incorporated into the Monte-Carlo models for the total shareholder return elements of the LTIP, in determining fair value at grant date. Assumptions used in these models were as follows:

 

     2021            2020 
     LTIP (PSP)               LTIP (PSP) 

Average share price volatility FMCG comparator group (%)

     23           21  

Average correlation FMCG comparator group (%)

     29           31  

Fair values determined from the Black-Scholes and Monte-Carlo models use assumptions revised at the end of each reporting period for cash-settled share-based payment arrangements.

The expected British American Tobacco p.l.c. share price volatility was determined taking account of the return index (the share price index plus the dividend reinvested) over a five-year period. The FMCG share price volatility and correlation was also determined over the same periods. The average expected term to exercise used in the models has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural conditions, forfeiture and historical experience.

The risk-free rate has been determined from market yield curves for government gilts with outstanding terms equal to the average expected term to exercise for each relevant grant. The expected dividend yield was determined by calculating the yield from the last two declared dividends divided by the grant share price.

In addition to these valuation assumptions, LTIP awards, excluding RSP, contain earnings per share performance conditions. As these are non-market performance conditions they are not included in the determination of fair value of share options at the grant date, however, they are used to estimate the number of awards expected to vest. This pay-out calculation is based on expectations published in analysts’ forecasts.

 

101


29 Group employees

The average number of persons employed by the Group and its associates during the year, including Directors, was 82,868 (2020: 89,182).

 

     2021    

    

     2020 
     Number            Number 
U.S.      4,789           4,914  
APME      10,488           12,703  
AMSSA      16,799           17,869  
ENA      22,289           23,957  
  

 

 

 

     

 

 

 

Subsidiary undertakings      54,365           59,443  
Associates      28,503           29,739  
  

 

 

 

     

 

 

 

     82,868           89,182  
  

 

 

 

     

 

 

 

Included within the employee numbers for ENA are certain employees in the UK in respect of central functions. Some of the costs of these employees are allocated or charged to the various regions and markets in the Group.

 

102


30 Related party disclosures

The Group has a number of transactions and relationships with related parties, as defined in IAS 24 Related Party Disclosures, all of which are undertaken in the normal course of business. Transactions with CTBAT International Limited (a joint operation) are not included in these disclosures as the results are immaterial to the Group.

Intercompany transactions and balances are eliminated on consolidation and therefore are not disclosed.

Transactions and balances with associates relate mainly to the sale and purchase of cigarettes and tobacco leaf. The Group’s share of dividends from associates, included in other net income in the table below, was £392 million (2020: £394 million; 2019: £239 million).

 

     2021             2020             2019   
     £m                £m                £m   

Transactions

            

– revenue

     524          495          511  

– purchases

     (123        (80        (79

– other net income

     387          388          248  

Amounts receivable at 31 December

     48          33          42  

Amounts payable at 31 December

     (3        (5        (2

On 5 October 2021, PT Bentoel Internasional Investama Tbk (Bentoel) announced its intention to delist from the Indonesia Stock Exchange and go private by conducting a Voluntary Tender Offer (VTO). As part of this, in two phases in November and December 2021, the Group acquired an additional 0.2% of shares in Bentoel from independent shareholders at a cost of £4 million and terminated the total return swap (as explained in note 32).

As set out in note 27, in March 2021, the Group acquired a 19.9% equity stake in Organigram. The Group and Organigram also entered into a Product Development Collaboration Agreement following which a Centre of Excellence has been established to focus on developing the next generation of cannabis products with an initial focus on cannabidiol (CBD). The Centre of Excellence is located at Organigram’s indoor facility in New Brunswick, Canada, which holds the Health Canada licences required to conduct R&D activities with cannabis products. Both the Group and Organigram are contributing scientists, researchers, and product developers to the Centre of Excellence, which is governed and supervised by a steering committee consisting of an equal number of senior members from each company. Both partners share a commitment to continue to maintain the highest regulatory and ethical standards. Furthermore, as part of the transaction, the Group and Organigram have agreed to grant each other a royalty-free licence to certain intellectual property to enable the development of new and potentially disruptive, novel products. Both parties have the ability to independently commercialise any products developed as a result of the collaboration under their own brands.

During 2021, the Group increased its ownership of a wholesale producer and distributor operating in the agriculture sector based in Uzbekistan, FE “Samfruit” JSC to 42.61%, for £1 million. In 2020 the Group increased its ownership to 38.63% for £5 million.

During 2021, the Group made a capital contribution in Brascuba Cigarrillos S.A. at a cost of £6 million (2020: £17 million; 2019: £20 million). There was a capital reduction in CTBAT International Limited of approximately US$171 million with funds remitted prorate to investors in 2021.

Also in 2021, the Group acquired a further 2.7% in Hrvatski Duhani d.d. Tobacco Leaf Processing at a cost of £1 million.

During 2019, the Group acquired 60% of VapeWild Holdings LLC and a minority stake in AYR Limited. Please refer to note 27 for the VapeWild Holdings LLC business that was discontinued and liquidated in 2020.

 

103


The key management personnel of British American Tobacco consist of the members of the Board of Directors of British American Tobacco p.l.c. and the members of the Management Board. No such person had any material interest during the year in a contract of significance (other than a service contract) with the Company or any subsidiary company. The term key management personnel in this context includes their close family members.

 

     2021              2020              2019   
     £m                 £m                 £m   
The total compensation for key management personnel, including Directors, was:               
– salaries and other short-term employee benefits      18           17           26  
– post-employment benefits      1           2           4  
– share-based payments      16           13           23  
  

 

 

       

 

 

       

 

 

 
     35           32           53  
  

 

 

       

 

 

       

 

 

 

The following table, which is not part of IAS 24 disclosures, shows the aggregate emoluments of the Directors of the Company.

 

     Executive Directors     Chairman     Non-Executive
Directors 
   Total 
     2021     2020     2019     2021     2020     2019     2021     2020     2019     2021     2020     2019 
     £‘000     £‘000     £‘000     £‘000     £‘000     £‘000     £‘000     £‘000     £‘000     £‘000     £‘000     £‘000 
Salary; fees; benefits; incentives                                    
– salary      2,119        2,026        2,356                          2,119        2,026        2,356  
– fees               727        714        695        1,045        1,028        969        1,772        1,742        1,664  
– taxable benefits      420        744        608        55        77        137        2        72        310        477        893        1,055  
– short-term incentives      4,128        3,274        4,791                          4,128        3,274        4,791  
– long-term incentives      3,399        1,294        4,420                          3,399        1,294        4,420  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Sub-total      10,066        7,338        12,175        782        791        832        1,047        1,100        1,279        11,895        9,229        14,286  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Pension; other emoluments                                    
– pension      318        304        686                          318        304        686  
– other emoluments      6        20        47                          6        20        47  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Sub-total      324        324        733                          324        324        733  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

Total emoluments      10,390        7,662        12,908        782        791        832        1,047        1,100        1,279        12,219        9,553        15,019  
  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

 

104


Aggregate gains on LTIP shares exercised in the year  
     Award      Exercised LTIP shares      Exercise date     

Price per

share (£)

     Aggregate gain (£)  

Jack Bowles

    
26 March
2018
 
 
     23,731       
10 May
2021
 
 
     28.25        670,401  

Tadeu Marroco

    
26 March
2018
 
 
     15,310       
29 March
2021
 
 
     28.27        432,737  
LTIP – Value of awards 2018                                   
            Shares             Price per
share (£)1
     Face value (£)  

Jack Bowles

        43,785           38.94        1,704,988  

Tadeu Marroco

        28,248           38.94        1,099,977  

 

1

For information only as awards are made as nil-cost options.

In 2021, no Sharesave were exercised by Executive Directors.

 

105


31 Contingent liabilities and financial commitments

 

1.

The Group is subject to contingencies pursuant to requirements that it complies with relevant laws, regulations and standards.

 

2.

Failure to comply could result in restrictions in operations, damages, fines, increased tax, increased cost of compliance, interest charges, reputational damage or other sanctions. These matters are inherently difficult to quantify. In cases where the Group has an obligation as a result of a past event existing at the balance sheet date, if it is probable that an outflow of economic resources will be required to settle the obligation and if the amount of the obligation can be reliably estimated, a provision will be recognised based on best estimates and management judgement.

 

3.

There are, however, contingent liabilities in respect of litigation, taxes in some countries and guarantees for which no provisions have been made.

General Litigation Overview

4.

There are a number of legal and regulatory actions, proceedings and claims against Group companies related to tobacco and New Category products that are pending in a number of jurisdictions. These proceedings include, among other things, claims for personal injury (both individual claims and class actions) and claims for economic loss arising from the treatment of smoking- and health-related diseases (such as medical recoupment claims brought by local governments).

 

5.

The plaintiffs in these cases seek recovery on a variety of legal theories, including negligence, strict liability in tort, design defect, failure to warn, fraud, misrepresentation, violations of unfair and deceptive trade practices statutes, conspiracy, public nuisance, medical monitoring and violations of competition and antitrust laws. The plaintiffs seek various forms of relief, including compensatory and, where available, punitive damages, treble or multiple damages and statutory damages and penalties, creation of medical monitoring and smoking cessation funds, disgorgement of profits, attorneys’ fees, and injunctive and other equitable relief.

 

6.

Although alleged damages often are not determinable from a complaint, and the law governing the pleading and calculation of damages varies from jurisdiction to jurisdiction, compensatory and punitive damages have been specifically pleaded in a number of cases, sometimes in amounts ranging into the hundreds of millions and even hundreds of billions of sterling.

 

7.

With the exception of the Engle progeny cases described below, the Group continues to win the majority of tobacco-related litigation claims that reach trial, and a very high percentage of the tobacco-related litigation claims brought against them, including Engle progeny cases, continue to be dismissed at or before trial. Based on their experience in tobacco-related litigation and the strength of the defences available to them in such litigation, the Group’s companies believe that their successful defence of tobacco-related litigation in the past will continue in the future.

 

8.

Group companies generally do not settle claims. However, Group companies may enter into settlement discussions in some cases, if they believe it is in their best interests to do so. Exceptions to this general approach include, but are not limited to, actions taken pursuant to ‘offer of judgment’ statutes and Filter Cases, as defined below. An ‘offer of judgment,’ if rejected by the plaintiff, preserves the Group’s right to recover attorneys’ fees under certain statutes in the event of a verdict favourable to the Group. Such offers are sometimes made through court-ordered mediations. Other settlements by Group companies include the State Settlement Agreements (as defined in paragraph 41 below), the funding by various tobacco companies of a US$5.2 billion (approximately £3.8 billion) trust fund contemplated by the Master Settlement Agreement (as described in paragraph 41 below) to benefit tobacco growers, the original Broin flight attendant case, and most of the Engle progeny cases pending in U.S. federal court, after the initial docket of over 4,000 such cases was reduced to approximately 400 cases. The Group believes that the circumstances surrounding these claims are readily distinguishable from the current categories of tobacco-related litigation claims involving Group companies.

 

9.

Although the Group intends to defend all pending cases vigorously, and believes that the Group’s companies have valid bases for appeals of adverse verdicts and valid defences to all actions, and that an outflow of resources related to any individual case is not considered probable, litigation is subject to many uncertainties, and, generally, it is not possible to predict the outcome of any particular litigation pending against Group companies, or to reasonably estimate the amount or range of any possible loss. Furthermore, a number of political, legislative, regulatory and other developments relating to the tobacco industry and cigarette smoking have received wide media attention. These developments may negatively affect the outcomes of tobacco-related legal actions and encourage the commencement of additional similar litigation. Therefore, the Group does not provide estimates of the financial effect of the contingent liabilities represented by such litigation, as such estimates are not practicable.

 

106


10.

The following table lists the categories of the tobacco-related actions pending against Group companies as of 31 December 2021 and the increase or decrease from the number of cases pending against Group companies as of 31 December 2020. Details of the quantum of past judgments awarded against Group companies, the majority of which are under appeal, are also identified along with any settlements reached during the relevant period. Given the volume and more active nature of the Engle progeny cases and the Filter Cases in the U.S. described below, and the fluctuation in the number of such cases and amounts awarded from year to year, the Group presents judgment or settlement figures for these cases on a three-year basis. Where no quantum is identified, either no judgment has been awarded against a Group company, or where a verdict has been reached no quantification of damages has been given, or no settlement has been entered into. Further details on the judgments, damages quantification and settlements are included within the case narratives below. For a discussion of the non-tobacco related litigation pending against the Group, see note 31, paragraph 83, et seq.

 

Case Type     
Case Numbers as at
31 December 2021
 
 
    
Case Numbers as at
31 December 2020 (note 1)
 
 
    
Change in Number
Increase/(decrease)
 
 
U.S. tobacco-related actions                           
Medical reimbursement cases (note 2)      2        2        No change   
Class actions (note 3)      20        20        No change   
Individual smoking and health cases (note 4)      222        189        33   
Engle Progeny Cases (note 5)      1,071        1,400        (329)  
Broin II Cases (note 6)      1,200        1,227        (27)  
Filter Cases (note 7)      46        48        (2)  
State Settlement Agreements – Enforcement and Validity (note 8)      2        4        (2)  
Non-U.S. tobacco-related actions                           
Medical reimbursement cases      19        19        No change   
Class actions (note 9)      12        12        No change   
Individual smoking and health cases (note 10)      52        68        (16)  

(Note 1) This includes cases to which the Reynolds American Inc. (Reynolds American) group companies were a party at such date.

(Note 2) This category of cases includes the Department of Justice action. See note 31, paragraphs 20-24.

(Note 3) See note 31, paragraphs 25-38.

(Note 4) This category of cases includes smoking and health cases alleging personal injuries caused by tobacco use or exposure brought by or on behalf of individual plaintiffs based on theories of negligence, strict liability, breach of express or implied warranty and violations of state deceptive trade practices or consumer protection statutes. The plaintiffs seek to recover compensatory damages, attorneys’ fees and costs and punitive damages. Out of the 222 active individual smoking and health cases, six judgments have been returned in the plaintiffs’ favour, awarding damages totalling approximately US$150.1 million (approximately £110.8 million), which are pending post-trial in trial courts or on appeal. For a further description of these cases, see note 31, paragraphs 39-40.

(Note 5) In July 1998, trial began in Engle v. R.J. Reynolds Tobacco Co., a then-certified class action filed in Circuit Court, Miami-Dade County, Florida, against U.S. cigarette manufacturers, including R. J. Reynolds Tobacco Co. (RJRT) (individually, and as successor by merger to Lorillard Tobacco Company (Lorillard Tobacco)) and Brown & Williamson Holdings, Inc. (formerly Brown & Williamson Tobacco Corporation) (B&W). In July 2000, the jury in Phase II awarded the class a total of approximately US$145 billion (approximately £107.1 billion) in punitive damages, apportioned US$36.3 billion (approximately £26.8 billion) to RJRT, US$17.6 billion (approximately £13 billion) to B&W, and US$16.3 billion (approximately £12 billion) to Lorillard Tobacco. This decision was appealed and ultimately resulted in the Florida Supreme Court in December 2006 decertifying the class and allowing judgments entered for only two of the three Engle class representatives to stand and setting aside the punitive damages award. Putative Engle class members were permitted to file individual lawsuits, deemed ‘Engle progeny cases’, against the Engle defendants, within one year of the Supreme Court’s decision (subsequently extended to 11 January 2008). Between

 

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the period 1 January 2019 and 31 December 2021, 21 judgments have been returned in the plaintiffs’ favour, awarding damages totalling approximately US$225 million (approximately £166.1 million). Certain of these judgments have been appealed by RJRT and in certain other cases, RJRT still had time to appeal, as of 31 December 2021. For a further description of the Engle progeny cases, see note 31, paragraphs 29-38 seq.

(Note 6) Broin v. Philip Morris, Inc. was a class action filed in Circuit Court in Miami-Dade County, Florida in 1991 and brought on behalf of flight attendants alleged to have suffered from diseases or ailments caused by exposure to Environmental Tobacco Smoke (ETS) in airplane cabins. Group companies and other cigarette manufacturer defendants settled Broin, agreeing to pay a total of US$300 million (approximately £221.5 million) to fund research on the detection and cure of tobacco-related diseases and US$49 million (approximately £36.2 million) in plaintiffs’ counsel’s fees and expenses. Group companies’ share of these payments totalled US$174 million (approximately £128.5 million). Broin II cases refer to individual cases by class members. There have been no Broin II trials since 2007. For a further description of the Broin II cases, see note 16 to paragraph 40.

(Note 7) Includes claims brought against Lorillard Tobacco and Lorillard Inc. by individuals who seek damages resulting from their alleged exposure to asbestos fibres that were incorporated into filter material used in one brand of cigarettes manufactured by a predecessor to Lorillard Tobacco for a limited period of time ending more than 50 years ago. Since 1 January 2019, Lorillard Tobacco and RJRT have paid, or have reached agreement to pay, a total of approximately US$25.9 million (approximately £19.1 million) in settlements to resolve 102 Filter Cases. See note 17 to paragraph 40.

(Note 8) Group companies’ expenses and payments under the State Settlement Agreements for 2021 amounted to approximately US$3.4 billion (approximately £2.5 billion) in respect of settlement expenses and US$3.7 billion (approximately £2.7 billion) in respect of settlement cash payments. See note 31, paragraph 43. The pending cases referred to above relate to the enforcement, validity or interpretation of the State Settlement Agreements in which RJRT, B&W or Lorillard Tobacco is a party. See note 31, paragraphs 41-54.

(Note 9) Outside the United States, there are 12 class actions being brought against Group companies as of 31 December 2021. These include class actions in the following jurisdictions: Canada (11) and Venezuela (1). For a description of the Group companies’ class actions, see note 31, paragraphs 70-81. Pursuant to the judgment in 2015 in the two Quebec class actions, the plaintiffs were awarded damages and interest in the amount of CAD$15.6 billion, most of which were on a joint and several basis (approximately £9.1 billion), of which the Group companies’ share was CAD$10.4 billion (approximately £6.1 billion). On 1 March 2019, the Quebec Court of Appeal handed down a judgment which largely upheld and endorsed the lower court’s previous decision in the Quebec Class Actions, as further described below. The share of the judgment for Imperial Tobacco Canada Limited (Imperial), the Group’s operating company in Canada, was reduced to approximately CAD$9.2 billion (approximately £5.4 billion). For a further description of the Quebec Class Actions, see paragraph 76. All of the class actions in Canada are currently stayed pursuant to a court order. See paragraph 58.

(Note 10) As at 31 December 2021, the jurisdictions with the most active individual cases against Group companies were, in descending order: Brazil (23), Italy (11), Canada (5), Argentina (5), Chile (4) and Ireland (2). There were a further two jurisdictions with one active case only. Out of these 52 cases, one case in Argentina (Baldassare) returned a first instance judgment on 28 December 2020, in the amount of ARS 685,976 (approximately £5,000) in compensatory damages and ARS 2,500,000 (approximately £18,000) in punitive damages (plus interest), in the plaintiffs’ favour as of 31 December 2021. BAT Argentina filed a notice of appeal of the judgment on 3 February 2021.

 

11.

Certain terms and phrases used in this note 31 may require some explanation.

 

  a.

‘Judgment’ or ‘final judgment’ refers to the final decision of the court resolving the dispute and determining the rights and obligations of the parties. At the trial court level, for example, a final judgment generally is entered by the court after a jury verdict and after post-verdict motions have been decided. In most cases, the losing party can appeal a verdict only after a final judgment has been entered by the trial court.

 

  b.

‘Damages’ refers to the amount of money sought by a plaintiff in a complaint, or awarded to a party by a jury or, in some cases, by a judge. ‘Compensatory damages’ are awarded to compensate the prevailing party for actual losses suffered, if liability is proved. In cases in which there is a finding that a defendant has acted wilfully, maliciously or fraudulently, generally based on a higher burden of proof than is required for a finding of liability for compensatory

 

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damages, a plaintiff also may be awarded ‘punitive damages’. Although damages may be awarded at the trial court stage, a losing party may be protected from paying any damages until all appellate avenues have been exhausted by posting a supersedeas bond. The amount of such a bond is governed by the law of the relevant jurisdiction and generally is set at the amount of damages plus some measure of statutory interest, modified at the discretion of the appropriate court or subject to limits set by a court or statute.

 

  c.

‘Settlement’ refers to certain types of cases in which cigarette manufacturers, including RJRT, B&W and Lorillard Tobacco, have agreed to resolve disputes with certain plaintiffs without resolving the cases through trial.

 

  d.

All sums set out in note 31 have been converted to GBP and US$ using the following end closing rates: GBP 1 to US$ 1.3545, GBP 1 to CAD$ 1.7109, GBP 1 to EURO 1.1910, GBP 1 to BRL 7.5443, GBP 1 to AOA 763.1513, GBP 1 to NGN 711.7127, GBP 1 to KRW 1610.1000, GBP 1 to HRK 8.9537, GBP 1 to JPY 155.9717, GBP 1 to QAR 4.9316, GBP 1 to SAR 5.0852 and GBP 1 to ARS 139.0908.

U.S. Tobacco Litigation

12.

Group companies, notably RJRT (individually and as successor by merger to Lorillard Tobacco) and B&W as well as other leading cigarette manufacturers, are defendants in a number of product liability cases. In a number of these cases, the amounts of compensatory and punitive damages sought are significant.

 

13.

The total number of U.S. tobacco product liability cases pending at 31 December 2021 involving RJRT, B&W and/or Lorillard Tobacco was approximately 2,573. As at 31 December 2021, British American Tobacco (Investments) Limited (Investments) has been served as a co-defendant in one of those cases (2018:1). No other UK-based Group company has been served as a co-defendant in any U.S. tobacco product liability case pending as at 31 December 2021.

 

14.

Since many of these pending cases seek unspecified damages, it is not possible to quantify the total amounts being claimed, but the aggregate amounts involved in such litigation are significant, possibly totalling billions of U.S. dollars. The cases fall into four broad categories: medical reimbursement cases; class actions; individual cases; and other claims.

 

15.

RJRT (individually and as successor by merger to Lorillard Tobacco), American Snuff Co., Santa Fe Natural Tobacco Company, Inc. (SFNTC), R.J. Reynolds Vapor Company (RJR Vapor), Reynolds American, Lorillard Inc., other Reynolds American affiliates and indemnitees, including but not limited to B&W (collectively, the Reynolds Defendants), believe that they have valid defences to the tobacco-related litigation claims against them, as well as valid bases for appeal of adverse verdicts against them. The Reynolds Defendants have, through their counsel, filed pleadings and memoranda in pending tobacco-related litigation that set forth and discuss a number of grounds and defences that they and their counsel believe have a valid basis in law and fact.

 

16.

Scheduled trials. Trial schedules are subject to change, and many cases are dismissed before trial. In the U.S., there are 57 cases, exclusive of Engle progeny cases, scheduled for trial as of 31 December 2021 through 31 December 2022, for the Reynolds Defendants: 39 individual smoking and health cases, 15 Filter Cases, and 3 non-smoking and health cases. There are also approximately 151 Engle progeny cases against RJRT (individually and as successor to Lorillard Tobacco) and B&W scheduled for trial through 31 December 2022. It is not known how many of these cases will actually be tried.

 

17.

Trial results. From 1 January 2019 through 31 December 2021, 53 trials occurred in individual smoking and health, Engle progeny, and Filter Cases in which the Reynolds Defendants were defendants, including five where mistrials were declared. Verdicts in favour of the Reynolds Defendants and, in some cases, other defendants, were returned in 15 cases, tried in Florida (11), Oregon (1), and Massachusetts (3). Verdicts in favour of the plaintiffs were returned in 24 cases, which were tried in Florida (21), Massachusetts (2) and New Mexico (1). Six of the cases (four in Florida, one in New York, and one in Connecticut) were dismissed during trial. Two cases were punitive damages retrials. One case in Massachusetts is awaiting a decision.

(a) Medical Reimbursement Cases

18.

These civil actions seek to recover amounts spent by government entities and other third-party providers on healthcare and welfare costs claimed to result from illnesses associated with smoking.

 

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19.

At 31 December 2021, one U.S. medical reimbursement suit (Crow Creek Sioux Tribe v. American Tobacco Co.) was pending against RJRT, B&W and Lorillard Tobacco in a Native American tribal court in South Dakota. The plaintiffs seek to recover actual and punitive damages, restitution, funding of a clinical cessation programme, funding of a corrective public education programme, and disgorgement of unjust profits from sales to minors. No other medical reimbursement suits are pending against these companies by county or other political subdivisions of the states.

U.S. Department of Justice Action

20.

On 22 September 1999, the U.S. Department of Justice brought an action in the U.S. District Court for the District of Columbia against various industry members, including RJRT, B&W, Lorillard Tobacco, B.A.T Industries p.l.c. (Industries) and Investments (United States v. Philip Morris USA Inc.). The U.S. Department of Justice initially sought (1) recovery of federal funds expended in providing health care to smokers who developed alleged smoking-related diseases pursuant to the Medical Care Recovery Act and Medicare Secondary Payer provisions of the Social Security Act and (2) equitable relief under the civil provisions of the Racketeer Influenced and Corrupt Organizations Act (RICO), including disgorgement of roughly US$280 billion (approximately £206.7 billion) in profits the government contended were earned as a consequence of a purported racketeering ‘enterprise’ along with certain ‘corrective communications’. In September 2000, the district court dismissed the government’s Medical Care Recovery Act and Medicare Secondary Payer claims. In February 2005, the U.S. Court of Appeals for the DC Circuit (the DC Circuit) ruled that disgorgement was not an available remedy.

 

21.

Industries was dismissed for lack of personal jurisdiction on 28 September 2000. In addition, Investments was a defendant at the trial, but intervening changes in controlling law post-trial led to a 28 March 2011 court ruling that the court’s Final Judgment and Remedial Order no longer applied to Investments prospectively, and for this reason, Investments would not have to comply with any of the remaining injunctive remedies being sought by the government. As the government did not appeal the 28 March 2011 ruling, this means that Investments is no longer in the case and is not subject to any injunctive relief that the court is expected to order against the remaining defendants. As the case continued as against RJRT and Lorillard Tobacco with respect to injunctive relief and related matters, the following is noted.

 

22.

The non-jury trial of the RICO portion of the claim began on 21 September 2004 and ended on 9 June 2005. On 17 August 2006, the federal district court issued its Final Judgment and Remedial Order, which found certain defendants, including RJRT, B&W, Lorillard Tobacco and Investments, had violated RICO, but did not impose any direct financial penalties. The district court instead enjoined the defendants from committing future racketeering acts, participating in certain trade organisations, making misrepresentations concerning smoking and health and youth marketing, and using certain brand descriptors such as ‘low tar’, ‘light’, ‘ultra-light’, ‘mild’ and ‘natural’. The district court also ordered the defendants to issue ‘corrective communications’ on five subjects, including smoking and health and addiction, and to comply with further undertakings, including maintaining websites of historical corporate documents and disseminating certain marketing information on a confidential basis to the government. In addition, the district court placed restrictions on the defendants’ ability to dispose of certain assets for use in the United States, unless the transferee agrees to abide by the terms of the district court’s order, and ordered certain defendants to reimburse the U.S. Department of Justice its taxable costs incurred in connection with the case.

 

23.

Defendants, including RJRT, B&W, Lorillard Tobacco and Investments, appealed, and the U.S. government cross-appealed to the DC Circuit. On 22 May 2009, the DC Circuit affirmed the federal district court’s RICO liability judgment, but vacated the order and remanded for further factual findings and clarification as to whether liability should be imposed against B&W, based on changes in the nature of B&W’s business operations (including the extent of B&W’s control over tobacco operations). The court also remanded on three other discrete issues relating to the injunctive remedies, including for the district court ‘to reformulate’ the injunction on the use of low-tar descriptors ‘to exempt foreign activities that have no substantial, direct, and foreseeable domestic effects,’ and for the district court to evaluate whether corrective communications could be required at point-of-sale displays (which requirement the DC Circuit vacated). On 28 June 2010, the U.S. Supreme Court denied the parties’ petitions for further review.

 

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24.

On 22 December 2010, the district court dismissed B&W from the litigation. In November 2012, the trial court entered an order setting forth the text of the corrective statements and directed the parties to engage in discussions with the Special Master to implement them. After various proceedings and appeals, the federal district court in October 2017 ordered RJRT and the other U.S. tobacco company defendants to fund the publishing of compelled public statements in various U.S. media outlets, including in newspapers, on television, on the companies’ websites, and in onserts on cigarette packaging. The compelled public statements in newspapers and on television were completed in 2018 and in package onserts were completed in mid-2020. Also, the compelled public statements now appear on RJRT websites. The district court is considering mandating the display of the compelled public statements at retail point of sale; an evidentiary hearing is scheduled to begin on 13 June 2022.

(b) Class Actions

25.

At 31 December 2021, RJRT, B&W and Lorillard Tobacco were named as defendants in two separate actions attempting to assert claims on behalf of classes of persons allegedly injured or financially impacted by their smoking, one asserting claims of violation of the Americans With Disabilities Act of 1990, and SFNTC was named in 16 separate cases relating to the use of the words ‘natural,’ ‘100% additive-free,’ or ‘organic’ in Natural American Spirit advertising and promotional materials. If the classes are or remain certified, separate trials may be needed to assess individual plaintiffs’ damages. Among the pending class actions, 16 specified the amount of the claim in the complaint and alleged that the plaintiffs were seeking in excess of US$5 million (approximately £3.7 million) and one that alleged that the plaintiffs were seeking less than US$75,000 (approximately £55,370) per class member plus unspecified punitive damages.

No Additive/Natural/Organic Claim Cases

26.

A total of 16 pending putative class actions were filed in nine U.S. federal district courts against SFNTC, a subsidiary of Reynolds American, which cases generally allege, in various combinations, violations of state deceptive and unfair trade practice statutes, and claim state common law fraud, negligent misrepresentation, and unjust enrichment based on the use of descriptors such as ‘natural’, ‘organic’ and ‘100% additive-free’ in the marketing, labelling, advertising, and promotion of SFNTC’s Natural American Spirit brand cigarettes. In these actions, the plaintiffs allege that the use of these terms suggests that Natural American Spirit brand cigarettes are less harmful than other cigarettes and, for that reason, violated state consumer protection statutes or amounted to fraud or a negligent or intentional misrepresentation. The actions seek various categories of recovery, including economic damages, injunctive relief (including medical monitoring and cessation programmes), interest, restitution, disgorgement, treble and punitive damages, and attorneys’ fees and costs. In April 2016, in response to a motion by the various plaintiffs, the U.S. Judicial Panel on Multidistrict Litigation (JPML) consolidated these cases for pre-trial purposes before a federal court in New Mexico. On 21 December 2017, that court granted the defendants’ motion to dismiss in part, dismissing a number of claims with prejudice, and denied it in part. The district court conducted a five-day hearing on the motion for class certification and on the motion challenging the admissibility of expert opinion testimony in December 2020. The parties filed post-hearing briefs in January 2021 and filed proposed findings of fact and conclusions of law in February 2021. A decision is pending.

Other Putative Class Actions

27.

Jones v. American Tobacco Co. is a putative class action filed in December 1998 in the Circuit Court, Jackson County, Missouri. The action was brought by a plaintiff on behalf of a putative class of Missouri tobacco product users and purchasers against various defendants, including RJRT, B&W and Lorillard Tobacco alleging that the plaintiffs’ use of the defendants’ tobacco products has caused them to become addicted to nicotine, and seeking an unspecified amount of compensatory and punitive damages. There is currently no activity in this case.

 

28.

Young v. American Tobacco Co. is a case filed in November 1997 in the Circuit Court, Orleans Parish, Louisiana against various U.S. cigarette manufacturers, including RJRT and B&W, and parent companies of such manufacturers. This putative ETS class action was brought on behalf of a putative class of Louisiana residents who, though not themselves cigarette smokers, have been exposed to second-hand smoke from cigarettes manufactured by the defendants, and who allegedly suffered injury as a result of that exposure, and seeks an unspecified amount of compensatory and punitive damages. In March 2016, the court entered an order staying the case, including all discovery, pending the completion of an ongoing smoking cessation programme ordered by the court in a now-concluded Louisiana state court certified class action, Scott v. American Tobacco Co.

 

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Engle Class Action and Engle Progeny Cases (Florida)

29.

In July 1998, trial began in Engle v. R. J. Reynolds Tobacco Co., a then-certified class action filed in Circuit Court, Miami-Dade County, Florida, against U.S. cigarette manufacturers, including RJRT, B&W and Lorillard Tobacco. The then-certified class consisted of Florida citizens and residents, and their survivors, who suffered from smoking-related diseases that first manifested between 5 May 1990, and 21 November 1996, and were caused by an addiction to cigarettes. In July 1999, the jury in this Phase I found against RJRT, B&W, Lorillard Tobacco and the other defendants on common issues relating to the defendants’ conduct, general causation, the addictiveness of cigarettes, and entitlement to punitive damages.

 

30.

In July 2000, the jury in Phase II awarded the class a total of approximately US$145 billion (approximately £107.1 billion) in punitive damages, apportioned US$36.3 billion (approximately £26.8 billion) to RJRT, US$17.6 billion (approximately £13 billion) to B&W, and US$16.3 billion (approximately £12 billion) to Lorillard Tobacco. The three class representatives in the Engle class action were awarded US$13 million (approximately £9.6 million) in compensatory damages.

 

31.

This decision was appealed and ultimately resulted in the Florida Supreme Court in December 2006 decertifying the class and allowing judgments entered for only two of the three Engle class representatives to stand and setting aside the punitive damages award. The court preserved certain of the jury’s Phase I findings, including that cigarettes can cause certain diseases, nicotine is addictive, and defendants placed defective cigarettes on the market, breached duties of care, concealed health-related information and conspired. Putative Engle class members were permitted to file individual lawsuits, deemed ‘Engle progeny cases’, against the Engle defendants, within one year of the Supreme Court’s decision (subsequently extended to 11 January 2008).

 

32.

During 2015, RJRT and Lorillard Tobacco, together with Philip Morris USA Inc. (PM USA), settled virtually all of the Engle progeny cases then pending against them in federal district court. The total amount of the settlement was US$100 million (approximately £73.8 million) divided as follows: RJRT US$42.5 million (approximately £31.4 million); PM USA US$42.5 million (approximately £31.4 million); and Lorillard Tobacco US$15 million (approximately £11.1 million). The settlement covered more than 400 federal Engle progeny cases but did not cover 12 federal progeny cases previously tried to verdict and then pending on post-trial motions or appeal, and two federal progeny cases filed by different lawyers from the ones who negotiated the settlement for the plaintiffs.

 

33.

As at 31 December 2021, there were approximately 1,071 Engle progeny cases pending in which RJRT, B&W and/or Lorillard Tobacco have all been named as defendants and served. These cases include claims by or on behalf of 1,304 plaintiffs. In addition, as of 31 December 2021, RJRT was aware of four additional Engle progeny cases that have been filed but not served. The number of pending cases fluctuates for a variety of reasons, including voluntary and involuntary dismissals. Voluntary dismissals include cases in which a plaintiff accepts an ‘offer of judgment’ from RJRT, Lorillard Tobacco and/or RJRT’s affiliates and indemnitees. An offer of judgment, if rejected by the plaintiff, preserves RJRT’s and Lorillard Tobacco’s right to recover attorneys’ fees under Florida law in the event of a verdict favourable to RJRT or Lorillard Tobacco, or affiliates of such entities. Such offers are sometimes made through court-ordered mediations.

 

34.

41 trials occurred in Engle progeny cases in Florida state and federal courts against RJRT, B&W and/or Lorillard Tobacco from 1 January 2019 through 31 December 2021, and additional state court trials are scheduled for 2022.

 

35.

The following chart identifies the number of trials in Engle progeny cases as at 31 December 2021 and additional information about the adverse judgments entered:

 

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Trials/verdicts/judgments of individual Engle progeny cases from 1 January 2019 through 31 December 2021:

 

Total number of trials    41
Number of trials resulting in plaintiffs’ verdicts    21**
Total damages awarded in final judgments against RJRT    US$224,990,000 (approximately £166 million)
Amount of overall damages comprising ‘compensatory damages’ (approximately)    US$65,440,000 (of overall US$224,990,000) (approximately £48 million of £166 million)
Amount of overall damages comprising ‘punitive damages’ (approximately)    US$159,550,000 (of overall US$224,990,000) (approximately £118 million of £166 million)

 

**

Of the 21 trials resulting in plaintiffs’ verdicts 1 January 2019 to 31 December 2021 (note 11):

 

Number of adverse judgments appealed by RJRT    13 (note 12)
Number of adverse judgments, in which RJRT still has time to file an appeal    4
Number of adverse judgments in which an appeal was not, and can no longer be, sought    3

Appeals of individual Engle progeny cases 1 January 2019 to 31 December 2021:

 

Number of adverse judgments appealed by RJRT    15 (note 13)

Note 11: the 21 trials include two cases that were tried twice (Gloger v. R.J. Reynolds Tobacco Co. and Bessent-Dixon v. R.J. Reynolds Tobacco Co.) and one case (Robert Miller v. R.J. Reynolds Tobacco Co.) where plaintiff moved for a mistrial following a plaintiff’s verdict where the jury awarded no compensatory or punitive damages, and an adverse judgment has not yet been entered. Plaintiff’s motion for new trial on compensatory damages was granted and RJRT appealed.

Note 12: of the 13 adverse verdicts appealed by RJRT as a result of judgments arising in the period 1 January 2019 to 31 December 2021:

 

  a.

5 appeals remain undecided in the District Courts of Appeal; and

 

  b.

8 appeals were decided and/or closed in the District Court of Appeals. Of these 8 appeals, 4 were affirmed in favour of plaintiff (review of by the Florida Supreme Court has been sought in 3 of the 4 cases), 3 were reversed for a new trial, and 1 was voluntarily dismissed and judgment paid.

Note 13: of the 15 adverse judgments appealed by RJRT (during the period 1 January 2019 to 31 December 2021):

 

  a.

5 appeals remain undecided in the District Courts of Appeal;

 

  b.

9 appeals were decided and/or closed in the District Courts of Appeal, and 1 appeal was reversed by the Eleventh Circuit. Of these appeals, 5 were affirmed in favour of plaintiff, 3 in which review of Florida Supreme Court was sought, 1 was voluntarily dismissed and judgment paid, 1 in which the Eleventh Circuit reversed the district court’s denial of Defendants’ motion for judgment in accordance with the verdict, and 3 were reversed for a new trial; and

 

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  c

does not include four cases that were appealed prior to the relevant time period but which remain pending before the Florida Supreme Court.

 

36.

By statute, Florida applies a US$200 million (approximately £147.7 million) bond cap to all Engle progeny cases in the aggregate. Individual bond caps for any given Engle progeny case vary depending on the number of judgments in effect at a given time. Judicial attempts by several plaintiffs in the Engle progeny cases to challenge the bond cap as violating the Florida Constitution have failed. In addition, bills have been introduced in sessions of the Florida legislature that would eliminate the Engle progeny bond cap, but those bills have not been enacted as of 31 December 2021.

 

37.

In 2021, RJRT or Lorillard Tobacco paid judgments in five Engle progeny cases. Those payments totalled US$15.14 million (approximately £11.2 million) in compensatory or punitive damages. Additional costs were paid in respect of attorneys’ fees and statutory interest.

 

38.

In addition, accruals for damages and attorneys’ fees and statutory interest for two cases (Starr-Blundell v. R. J. Reynolds Tobacco Co. and Hardin v. R. J. Reynolds Tobacco Co.) was recorded in Reynolds American’s consolidated balance sheet as of 31 December 2021 to the value of US$208,400 (approximately £153,860).

(c) Individual Cases

39.

As of 31 December 2021, 222 individual cases were pending in the United States against RJRT, B&W and/or Lorillard Tobacco. This category of cases includes smoking and health cases alleging personal injuries caused by tobacco use or exposure brought by or on behalf of individual plaintiffs based on theories of negligence, strict liability, breach of express or implied warranty, and violations of state deceptive trade practices or consumer protection statutes. The plaintiffs seek to recover compensatory damages, attorneys’ fees and costs, and punitive damages. The category does not include the Engle progeny cases, Broin II cases, and Filter Cases discussed above and below. One of the individual cases is brought by or on behalf of an individual or his/her survivors alleging personal injury as a result of exposure to ETS.

 

40.

The following chart identifies the number of individual cases pending as of 31 December 2021 as against the number pending as of 31 December 2020, along with the number of Engle progeny cases, Broin II cases, and Filter Cases, which are discussed further below.

 

Case Type   

U.S. Case
Numbers

31 December 2021

   

U.S. Case
Numbers

31 December 2020

    Change in Number
Increase / (Decrease)
 

Individual Smoking and Health Cases (note 14)

     222       189       33  

Engle Progeny Cases (Number of Plaintiffs) (note 15)

    

1,071

(1,304

 

   

1,400

(1,725

 

   

(329

(421


Broin II Cases (note 16)

     1,200       1,227       (27

Filter Cases (note 17)

     46       48       (2

(Note 14) Out of the 222 pending individual smoking and health cases, six have received adverse verdicts or judgments in the court of first instance or on appeal, and the total amount of those verdicts or judgments is approximately US$150.1 million (approximately £110.8 million).

(Note 15) The number of Engle progeny cases will fluctuate as cases are dismissed or if any of the dismissed cases are appealed. Please see earlier table in paragraph 35.

 

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(Note 16) Broin v. Philip Morris, Inc. was a class action filed in Circuit Court in Miami-Dade County, Florida in 1991 and brought on behalf of flight attendants alleged to have suffered from diseases or ailments caused by exposure to ETS in airplane cabins. In October 1997, RJRT, B&W, Lorillard Tobacco and other cigarette manufacturer defendants settled Broin, agreeing to pay a total of US$300 million (approximately £221.5 million) in three annual US$100 million (approximately £73.8 million) instalments, allocated among the companies by market share, to fund research on the early detection and cure of diseases associated with tobacco smoke. It also required those companies to pay a total of US$49 million (approximately £36.2 million) for the plaintiffs’ counsel’s fees and expenses. RJRT’s portion of these payments was approximately US$86 million (approximately £63.5 million); B&W’s was approximately US$57 million (approximately £42.1 million); and Lorillard Tobacco’s was approximately US$31 million (approximately £22.9 million). The settlement agreement, among other things, limits the types of claims class members may bring and eliminates claims for punitive damages. The settlement agreement also provides that, in individual cases by class members that are referred to as Broin II lawsuits, the defendants will bear the burden of proof with respect to whether ETS can cause certain specifically enumerated diseases, referred to as ‘general causation’. With respect to all other liability issues, including whether an individual plaintiff’s disease was caused by his or her exposure to ETS in airplane cabins, referred to as ‘specific causation’, individual plaintiffs will bear the burden of proof. On 7 September 1999, the Florida Supreme Court approved the settlement. There have been no Broin II trials since 2007. There have been periodic efforts to activate cases and the Group expects this to continue over time.

(Note 17) Includes claims brought against Lorillard Tobacco and Lorillard Inc. by individuals who seek damages resulting from their alleged exposure to asbestos fibres that were incorporated into filter material used in one brand of cigarettes manufactured by a predecessor to Lorillard Tobacco for a limited period of time ending more than 50 years ago. Pursuant to the terms of a 1952 agreement between P. Lorillard Company and H&V Specialties Co., Inc. (the manufacturer of the filter material), Lorillard Tobacco is required to indemnify Hollingsworth & Vose for legal fees, expenses, judgments and resolutions in cases and claims alleging injury from finished products sold by P. Lorillard Company that contained the filter material. As of 31 December 2021, Lorillard Tobacco and/or Lorillard Inc. was a defendant in 46 Filter Cases. Since 1 January 2019, Lorillard Tobacco and RJRT have paid, or have reached agreement to pay, a total of approximately US$25.9 million (approximately £19.1 million) in settlements to resolve 102 Filter Cases.

 

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(d) State Settlement Agreements

41.

In November 1998, the major U.S. cigarette manufacturers, including RJRT, B&W and Lorillard Tobacco, entered into the Master Settlement Agreement (MSA) with attorneys general representing 46 U.S. states, the District of Columbia and certain U.S. territories and possessions. These cigarette manufacturers previously settled four other cases, brought on behalf of Mississippi, Florida, Texas and Minnesota, by separate agreements with each state (collectively and with the MSA, the ‘State Settlement Agreements’).

 

42.

These State Settlement Agreements settled all health care cost recovery actions brought by, or on behalf of, the settling jurisdictions; released the defending major U.S. cigarette manufacturers from various additional present and potential future claims; imposed future payment obligations in perpetuity on RJRT, B&W, Lorillard Tobacco and other major U.S. cigarette manufacturers; and placed significant restrictions on their ability to market and sell cigarettes and smokeless tobacco products. In accordance with the MSA, various tobacco companies agreed to fund a US$5.2 billion (approximately £3.8 billion) trust fund to be used to address the possible adverse economic impact of the MSA on tobacco growers.

 

43.

RJRT and SFNTC are subject to the substantial payment obligations under the State Settlement Agreements. Payments under the State Settlement Agreements are subject to various adjustments for, among other things, the volume of cigarettes sold, relative market share, operating profit and inflation. Reynolds American’s operating subsidiaries’ expenses and payments under the State Settlement Agreements for 2018, 2019, 2020 and 2021 and the projected expenses and payments for 2022 and onwards are set forth below (in millions of U.S. dollars)*:

 

     2018      2019      2020      2021      2022      2023 and thereafter  

Settlement expenses

   $ 2,741      $ 2,762      $ 3,572      $ 3,420        

Settlement cash payments

   $ 917      $ 2,918      $ 2,848      $ 3,744        

Projected settlement expenses

               $ >3,300        $>3,200  

Projected settlement cash payments

               $ >3,100        $>3,200  

 

*

Subject to adjustments for changes in sales volume, inflation, operating profit and other factors. Payments are allocated among the companies on the basis of relative market share or other methods.

 

44.

The State Settlement Agreements have materially adversely affected RJRT’s shipment volumes. Reynolds American believes that these settlement obligations may materially adversely affect the results of operations, cash flows or financial position of Reynolds American and RJRT in future periods. The degree of the adverse impact will depend, among other things, on the rate of decline in U.S. cigarette sales in the premium and value categories, RJRT’s share of the domestic premium and value cigarette categories, and the effect of any resulting cost advantage of manufacturers not subject to the State Settlement Agreements.

 

45.

In addition, the MSA includes an adjustment that potentially reduces the annual payment obligations of RJRT, Lorillard Tobacco and the other signatories to the MSA, known as ‘Participating Manufacturers’ (PMs). Certain requirements, collectively referred to as the ‘Adjustment Requirements’, must be satisfied before the Non-Participating Manufacturers (NPM) Adjustment for a given year is available: (i) an Independent Auditor must determine that the PMs have experienced a market share loss, beyond a triggering threshold, to those manufacturers that do not participate in the MSA (such non-participating manufacturers being referred to as NPMs); and (ii) in a binding arbitration proceeding, a firm of independent economic consultants must find that the disadvantages of the MSA were a significant factor contributing to the loss of market share. This finding is known as a significant factor determination.

 

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46.

When the Adjustment Requirements are satisfied, the MSA provides that the NPM Adjustment applies to reduce the annual payment obligation of the PMs. However, an individual settling state may avoid its share of the NPM Adjustment if it had in place and diligently enforced during the entirety of the relevant year a ‘Qualifying Statute’ that imposes escrow obligations on NPMs that are comparable to what the NPMs would have owed if they had joined the MSA. In such event, the state’s share of the NPM Adjustment is reallocated to other settling states, if any, that did not have in place and diligently enforce a Qualifying Statute.

 

47.

RJRT and Lorillard Tobacco are or were involved in NPM Adjustment proceedings concerning the years 2003 to 2019. In 2012, RJRT, Lorillard Tobacco, and SFNTC entered into an agreement (the Term Sheet) with certain settling states that resolved accrued and potential NPM adjustments for the years 2003 through 2012 and, as a result, RJRT and SFNTC collectively received, or are to receive, more than US$1.1 billion (approximately £812.1 million) in credits that, in substantial part, were applied to MSA payments in 2014 through 2017. After an arbitration panel ruled in September 2013 that six states had not diligently enforced their qualifying statutes in the year 2003, additional states joined the Term Sheet. RJRT executed the NPM Adjustment Settlement Agreement on 25 September 2017 (which incorporated the Term Sheet). Since the NPM Adjustment Settlement Agreement was executed, an additional 10 states have joined. NPM proceedings are ongoing and could result in further reductions of the companies’ MSA-related payments.

 

48.

On 18 January 2017, the State of Florida filed a motion to join Imperial Tobacco Group, PLC (ITG) as a defendant and to enforce the Florida State Settlement Agreement, which motion sought payment under the Florida State Settlement Agreement of approximately US$45 million (approximately £33.2 million) with respect to the four brands (Winston, Salem, Kool and Maverick) that were sold to ITG in the divestiture of certain assets, on 12 June 2015, by subsidiaries or affiliates of Reynolds American and Lorillard, together with the transfer of certain employees and certain liabilities, to a wholly owned subsidiary of Imperial Brands plc (the Divestiture), referred to as the ‘Acquired Brands’. The motion also claimed future annual losses of approximately US$30 million per year (approximately £22.1 million) absent the court’s enforcement of the Florida State Settlement Agreement. The State’s motion sought, among other things, an order declaring that RJRT and ITG are in breach of the Florida Settlement Agreement and are required, jointly and severally, to make annual payments to the State under the Florida State Settlement Agreement with respect to the Acquired Brands. In addition, on 18 January 2017, PM USA filed a motion to enforce the Florida State Settlement Agreement, asserting among other things that RJRT and ITG breached that agreement by failing to make settlement payments as to the Acquired Brands, which PM USA asserts has improperly shifted settlement payment obligations to PM USA. On 27 January 2017, RJRT sought leave to file a supplemental pleading for breach by ITG of its obligations regarding joinder into the Florida State Settlement Agreement. The Florida court, on 30 March 2017, ruled that ITG should be joined into the enforcement action.

 

49.

After a bench trial, on 27 December 2017 the court entered an order holding that RJRT (not ITG) is liable for annual settlement payments for the Acquired Brands, finding that ITG did not assume liability for annual settlement payments under the terms of the asset purchase agreement relating to the Divestiture and RJRT remained liable for payments under the Florida State Settlement Agreement as to the Acquired Brands. In January 2018, the auditor of the Florida State Settlement Agreement adjusted the final 2017 invoice for the annual payment and amended the 2015 and 2016 invoices for the respective annual payment and the net operating profit penalty for each of those years under the Florida Settlement Agreement, based on the auditor’s interpretation of the court’s order. The adjusted invoices reflected amounts due to both the State of Florida and PM USA. In total, the estimated additional amounts due were US$99 million (approximately £73.1 million) with US$84 million (approximately £62 million) to the State of Florida and US$16 million (approximately £11.8 million) to PM USA. RJRT advised the auditor that it disputed these amounts, and therefore no further amounts were due or would be paid for those years pending the final resolution of RJRT’s appeal of the court’s order. On 23 January 2018, RJRT filed a notice of appeal, and on 25 January 2018, RJRT filed an amended notice of appeal, and PM USA filed a notice of appeal as to the court’s ruling as to ITG. On 26 January 2018, the State moved for recovery of its attorneys’ fees and costs from RJRT. The State and PM USA filed a joint motion for the entry of final judgment on 1 February 2018. The court declined to enter a final judgment until after resolution of the dispute between RJRT and PM USA regarding PM USA’s assertion that settlement payment obligations have been improperly shifted to PM USA. On 15 August 2018, the court entered a final judgment in the action (the Final Judgment). As a result of the Final Judgment, PM USA’s challenge to RJRT’s accounting assumptions related to the Acquired Brands was rendered moot,

 

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subject to reinstatement if ITG joins the Florida State Settlement Agreement or if judgment is reversed. On 29 August 2018, RJRT filed a notice of appeal on the Final Judgment. On 7 September 2018, PM USA filed a notice of appeal with respect to the court’s ruling as to ITG. On 12 September 2018, RJRT filed a motion to consolidate RJRT’s appeal with the appeal filed by PM USA, which was granted on 1 October 2018. Appellate briefing was completed on 6 February 2020. Oral argument, originally scheduled for 7 April 2020, was conducted through video conference on 9 June 2020. On 29 July 2020, Florida’s Fourth District Court of Appeal affirmed the Final Judgement. On 12 August 2020, RJRT filed a motion for rehearing or for certification to the Florida Supreme Court of the 29 July 2020 decision. On 10 June 2020, RJRT posted an additional bond in the amount of US$84,102,984.75 (approximately £62.1 million), over the US$103,694,155.08 (approximately £76.6 million) bond initially posted, to cover additional disputed amounts plus two years of statutory interest. The total amount RJRT bonded for its appeal was US$187,797,139.83 (approximately £138.6 million). RJRT’s motion for rehearing or certification to the Florida Supreme Court was denied on 18 September 2020 and its motion for review was denied by the Florida Supreme Court on 18 December 2020. On 5 October 2020, RJRT satisfied the Final Judgment (approximately US$192,869,589.86 (approximately £142,400,000)) and paid approximately US$3.2 million (approximately £2.4 million) of Florida’s attorneys’ fees. RJRT’s appellate bonds were released to RJRT by order dated 5 November 2020. RJRT is seeking indemnification from ITG in the Delaware action, as described below.

 

50.

On 17 February 2017, ITG filed an action in the Court of Chancery of the State of Delaware seeking declaratory relief against Reynolds American and RJRT. In its complaint, ITG asked the court to declare various matters related to its rights and obligations under the asset purchase agreement (and related documents) relating to the Divestiture with respect to the subject of the Florida enforcement litigation. On 24 March 2017, Reynolds American and RJRT answered the ITG complaint and counterclaimed. Cross-motions for partial judgment on the pleadings were filed focusing on whether ITG’s obligation to use ‘reasonable best efforts’ to join the Florida State Settlement Agreement continued after the 12 June 2015 closing. On 30 November 2017, following argument, the Delaware court ruled in favour of RJRT, holding that ITG’s obligation to use its reasonable best efforts to join the Florida Settlement Agreement did not terminate due to the closing of the asset purchase agreement relating to the Divestiture. On 4 January 2019, RJRT filed another motion for partial judgment on the pleadings seeking to resolve two contract-interpretation questions under the asset purchase agreement: first, to the extent RJRT is held liable for any settlement payments based on post-closing sales of the Acquired Brands, ITG assumed this liability, and second, that the asset purchase agreement does not entitle ITG to a unique protection from an equity-fee law that does not yet exist in a Previously Settled State. Argument on RJRT’s motion for partial judgment was heard on 4 June 2019. On 23 September 2019, the Delaware Chancery Court declined to resolve, at that time, the first issue, whether ITG had assumed any liability imposed on RJRT for making settlement payments on ITG’s brands. The court concluded that both sides had presented reasonable interpretations of the asset purchase agreement, which was therefore ambiguous, so the court would receive any parole evidence that may exist to help interpret the intent of the asset purchase agreement on assumed liabilities. The court granted RJRT’s motion on the second issue and ruled that ITG could not refuse to join the Florida State Settlement Agreement unless a joinder exempted it from a future equity-fee statute. On 11 October 2019, ITG filed in the Chancery Court a motion to seek interlocutory appeal in the Delaware Supreme Court on the second issue, which was denied on 31 October 2019. On 31 October 2019, ITG filed a notice of interlocutory appeal directly to the Delaware Supreme Court, which was denied on 7 November 2019. Following the settlement of the Minnesota and Texas enforcement litigation, as described below, claims in the Delaware litigation with respect to those states were voluntarily dismissed by orders entered, respectively, on 7 April 2021 and 2 June 2021. On 20 August 2021, Reynolds American and RJRT amended their counterclaims to account for those settlements, as well as the resolution of the Florida enforcement litigation, described above, which included adding a claim for indemnification for the Final Judgment in Florida. Discovery is ongoing and scheduled to end in early 2022. A hearing on summary judgment motions is scheduled to follow, and trial is scheduled to begin on 8 September 2022.

 

51.

On 26 March 2018, the State of Minnesota filed a motion against RJRT to enforce the Minnesota State Settlement Agreement, which motion sought payments under the Minnesota State Settlement Agreement of approximately US$40 million (approximately £29.5 million) with respect to the Acquired Brands. The motion also claimed future annual losses of approximately US$15 million (approximately £11.1 million) absent the court’s enforcement of the Minnesota State Settlement Agreement. The State of Minnesota also filed a separate complaint against ITG, which complaint sought the

 

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same payments. The State’s motion against RJRT and complaint against ITG sought, among other things, an order declaring that RJRT and ITG were in breach of the Minnesota State Settlement Agreement and were jointly and severally liable to make annual payments to the State of Minnesota under the Minnesota State Settlement Agreement with respect to the Acquired Brands. In addition, on 28 March 2018, PM USA filed a motion to enforce the Minnesota State Settlement Agreement, asserting, among other things, that RJRT and ITG breached the Minnesota State Settlement Agreement by failing to make settlement payments as to the Acquired Brands, which PM USA asserted had improperly shifted settlement payment obligations to PM USA. On 27 March 2018, the Minnesota court consolidated the motions to enforce and separate complaint against ITG into one proceeding captioned In re Petition of the State of Minnesota for an Order Compelling Payments of Settlement Proceeds Related to ITG Brands LLC, Court File No. 62-CV-18-1912. On 11 June 2018, the court held a scheduling conference in the case and by order dated 21 June 2018, set a discovery schedule for the case, under which discovery is complete. A hearing on the motions to enforce to determine if RJRT and/or ITG are liable to make payments on the Acquired Brands was held on 26 June 2019. On 24 September 2019, the Minnesota District Court issued an Order and Memorandum, holding RJRT liable for settlement payments on the Acquired Brands, and determining the issue of whether ITG is a ‘successor or assign’ of RJRT under the Minnesota State Settlement Agreement is unresolved, reasoning ITG’s status depends on whether it satisfied its post-closing obligation to expend its reasonable best efforts to join the Minnesota State Settlement Agreement. On 23 December 2019, ITG filed a motion in the Minnesota District Court seeking certification of an appeal of certain questions arising from the 24 September 2019 order. On 21 January 2020, a hearing was held on ITG’s motion seeking certification of an appeal. On 19 February 2020, the Minnesota District Court entered an Order and Memorandum denying ITG’s motion for certification. A multi-day hearing to determine whether ITG is liable for settlement payments was completed on 9 September 2020. The parties filed post-hearing briefs on 13 November 2020. A status conference was held on 3 March 2021, during which the parties agreed to notify the Court of the status of settlement discussions by 15 March 2021. On 15 March 2021, the parties resolved all claims and an order of dismissal was entered by the Minnesota district court on 17 March 2021.

 

52.

On 28 January 2019, the State of Texas filed motions in the original Texas health care reimbursement case, brought against the tobacco industry that led to the Texas State Settlement Agreement, to join ITG as a defendant and to enforce the Texas State Settlement Agreement against RJRT and ITG, seeking payment under the Texas State Settlement Agreement of approximately US$125 million (approximately £92.3 million) with respect to the Acquired Brands that were sold to ITG in the Divestiture. The motion also claimed future annual losses of an unspecified amount absent the court’s enforcement of the Texas State Settlement Agreement. The State’s motion sought, among other things, an order declaring that RJRT, or in the alternative, ITG, is in breach of the Texas Settlement Agreement and is required to make annual payments to the State under the Texas State Settlement Agreement with respect to the Acquired Brands. In addition, on 29 January 2019, PM USA filed a motion to enforce the Texas State Settlement Agreement, asserting among other things that RJRT and ITG breached that agreement by failing to make settlement payments as to the Acquired Brands, which PM USA asserts has improperly shifted settlement payment obligations to PM USA. After completion of discovery, a hearing on the motions to enforce was held on 30 October 2019. On 25 February 2020, the Court entered a Memorandum Opinion and Order holding that RJRT remains liable for settlement payments on the Acquired Brands under the Texas Settlement Agreement. The Court further held that, although ITG is unambiguously an assign within the meaning of the Texas Settlement Agreement, a final determination of the scope of ITG’s obligations under the asset purchase agreement is to be determined in the litigation pending before the Delaware Court. Pursuant to the Court’s direction, on 9 March 2020 the parties submitted a status report indicating the remaining issues before the Court include RJRT’s position that the Court should subtract the equity fee payments made on the Acquired Brands by ITG’s distributors from the settlement payments due by RJRT after including the Acquired Brands in calculating damages, whether a final judgment should be entered in favour of ITG, whether a partial final judgment should be entered against RJRT and the State’s request for an award of attorneys’ fees and costs against RJRT and/or ITG. On 5 May 2020 the Court entered final judgment (later clarified in a 14 August 2020 amended judgment) on the State’s motion, ordering RJRT to pay all settlement amounts due on the Acquired Brands under the Texas Settlement Agreement; granting RJRT a full dollar-for-dollar set-off for all equity fee payments made on the Acquired Brands by ITG or its distributors, but holding RJRT liable for any equity fee payments that are lawfully refunded; and ordering the case closed, to be reopened

 

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after ITG’s liability under the asset purchase agreement is determined by the Delaware Court. ITG’s equity fee payments to Texas for the Acquired Brands currently equal approximately 90% of the annual Texas settlement payments for those brands. Thus, the settlement payments for those Acquired Brands exceed ITG’s equity fee payments by approximately US$3 million (approximately £2.2 million) per year. As such, RJRT would owe approximately US$3 million (approximately £2.2 million) a year after an equity fee credit. Due to how the profit penalty is allocated, RJRT will pay approximately US$10 million (approximately £7.4 million) less in 2019 in Texas payments than it would have paid had ITG joined, with that trend continuing in future years. However, because ITG made equity fee payments at a substantially lower rate before 2019, and because of how the profit penalty was calculated before now, RJRT owed approximately US$260.4 million (before interest) (approximately £192.2 million) in past payments under the judgment through 2020. On 3 and 4 June 2020, respectively, RJRT and ITG filed notices of appeal of the 5 May 2020 judgment. In August 2020, RJRT filed a notice of appeal, and in September 2020, the State and ITG filed notices of appeal from the portion of the judgment denying the motion to remove the equity fee set-off. RJRT moved to dismiss ITG’s appeal for lack of jurisdiction, which motion was ordered by the Fifth Circuit Court of Appeals to be argued with ITG’s appeal. On 2 November 2020 RJRT filed its appellate brief. On 19 January 2021 the parties filed responses. On 21 May 2021, the parties entered into a settlement agreement resolving all claims. On 27 May 2021, the parties filed a stipulation dismissing all claims, and on 28 May 2021, the Fifth Circuit dismissed the parties’ appeals.

 

53.

In June 2015, ITG joined the Mississippi Settlement Agreement. On 26 December 2018, PM USA filed a Motion to Enforce Settlement Agreement against RJRT and ITG alleging RJRT and ITG failed to act in good faith in calculating the base-year net operating profits for the Acquired Brands, claiming damages of approximately US$6 million (approximately £4.4 million) through 2017. On 21 February 2019, the Chancery Court of Jackson County, Mississippi held a scheduling conference and issued a discovery schedule order. A hearing on PM USA’s Motion to Enforce Settlement Agreement originally scheduled for 3-6 May 2021 was adjourned on consent of the parties to 11-12 August 2021. On 8 June 2021, PM USA and RJRT entered into a settlement agreement resolving the outstanding payment calculation issues. On 11 June 2021, the Mississippi Chancery Court entered an order withdrawing PM USA’s motion to enforce. On 3 December 2019, the State of Mississippi filed a Notice of Violation and Motion to Enforce the Settlement Agreement in the Chancery Court of Jackson County, Mississippi against RJRT, PM USA and ITG, seeking a declaration that the base year 1997 net operating profit to be used in calculating the Net Operating Profit Adjustment was not affected by the change in the federal corporate tax rate in 2018 from 35% to 21%, and an order requiring RJRT to pay the approximately US$5 million (approximately £3.7 million) difference in its 2018 payment because of this issue. Determination of this issue may affect RJRT’s annual payment thereafter. A hearing on Mississippi’s Motion to Enforce Settlement Agreement occurred on 6-7 October 2021.

 

54.

In January 2021, RJRT reached an agreement with several MSA states to waive RJRT’s claims under the MSA in connection with a settlement between those MSA states and a non-participating manufacturer, S&M Brands, Inc. (S&M Brands), under which the states released certain claims against S&M Brands in exchange for receiving a portion of the funds S&M Brands had deposited into escrow accounts in those states pursuant to the states’ escrow statutes. In consideration for waiving claims, RJRT, together with SFNTC, received approximately $55.4 million from the escrow funds paid to those MSA states under their settlement with S&M Brands.

Tobacco-Related Litigation Outside the U.S.

55.

As at 31 December 2021:

 

  a.

medical reimbursement actions are being brought in Angola, Brazil, Canada, Nigeria and South Korea;

 

  b.

class actions are being brought in Canada and Venezuela; and

 

  c.

active tobacco product liability claims against the Group’s companies existed in 12 markets outside the U.S.. The only markets with five or more claims were Argentina, Brazil, Canada, Nigeria and Italy.

(a) Medical reimbursement cases

Angola

56.

In or about November 2016, BAT Angola affiliate Sociedade Unificada de Tabacos de Angola (SUT) was served with a collective action filed in the Provincial Court of Luanda, 2nd Civil Section, by the consumer association Associação Angolana dos Direitos do Consumidor (AADIC). The lawsuit seeks damages of AOA 800,000,000 (approximately £1,000,000) allegedly incurred by the Angolan Instituto Nacional do Controlo do Cancro (INCC) for the cost of treating

 

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tobacco-related disease, non-material damages allegedly suffered by certain individual smokers on the rolls of INCC, and the mandating of certain cigarette package warnings. SUT filed its answer to the claim on or about 5 December 2016. The case remains pending.

Argentina

57.

In 2007, the non-governmental organisation the Argentina Tort Law Association (ATLA) and Emma Mendoza Voguet brought a reimbursement action against Nobleza Piccardo S.A.I.C.y.F. (Nobleza) and Massalín Particulares. The case is being heard in the Contentious Administrative Court. The parties filed conclusive briefs on 20 May 2019. On 11 May 2021, the Court dismissed the case on the basis of plaintiffs’ lack of legal standing to bring the suit. Plaintiffs did not appeal within the applicable deadline and accordingly the judgment dismissing the case has become final.

Canada

58.

On 1 March 2019, the Quebec Court of Appeal handed down a judgment which largely upheld and endorsed the lower court’s previous decision in two Quebec class actions (the Quebec Class Actions), as further described below. The share of the judgment for Imperial, the Group’s operating company in Canada, is approximately CAD $9.2 billion (approximately £5.4 billion). As a result of this judgment, there were attempts by the Quebec plaintiffs to obtain payment out of the CAD $758 million (approximately £443 million) on deposit with the court. JTI-MacDonald Corp (a co-defendant in the cases) filed for creditor protection under the Companies’ Creditors Arrangement Act (the CCAA) on 8 March 2019. A court order to stay all tobacco litigation in Canada against all defendants (including RJRT and its affiliate R.J. Reynolds Tobacco International Inc. (collectively, the RJR Companies)) until 4 April 2019 was obtained, and the need for a mediation process to resolve all the outstanding litigation across the country was recognised. On 12 March 2019 Imperial filed for creditor protection under the CCAA. In its application Imperial asked the Ontario Superior Court to stay all pending or contemplated litigation against Imperial, certain of its subsidiaries and all other Group companies that were defendants in the Canadian tobacco litigation, including British American Tobacco p.l.c. (the Company), Investments, Industries and Carreras Rothmans Limited (collectively, the UK Companies). On 22 March 2019, Rothmans, Benson & Hedges Inc. also filed for CCAA protection and obtained a stay of proceedings (together with the other two stays, the Stays). The Stays are currently in place until 31 March 2022. While the Stays are in place, no steps are to be taken in connection with the Canadian tobacco litigation with respect to any of the defendants.

 

59.

The below represents the state of the referenced litigation as at the advent of the Stays.

 

60.

Following the implementation of legislation enabling provincial governments to recover health-care costs directly from tobacco manufacturers, 10 actions for recovery of health-care costs arising from the treatment of smoking- and health-related diseases have been brought. These proceedings name various Group companies as defendants, including the UK Companies and Imperial as well as the RJR Companies. Pursuant to the terms of the 1999 sale of RJRT’s international tobacco business to Japan Tobacco Incorporated (JTI), JTI has agreed to indemnify RJRT for all liabilities and obligations (including litigation costs) arising in respect of the Canadian recoupment actions. Subject to a reservation of rights, JTI has assumed the defence of the RJR Companies in these actions.

 

61.

The 10 cases were proceeding in British Columbia, New Brunswick, Newfoundland and Labrador, Ontario, Quebec, Manitoba, Alberta, Saskatchewan, Nova Scotia and Prince Edward Island. The enabling legislation is in force in all 10 provinces. In addition, legislation has received Royal Assent in two of the three territories in Canada, but has yet to be proclaimed into force.

 

121


Canadian province    Act pursuant
to which Claim
was brought
   Companies named as
Defendants
   Current stage
British Columbia    Tobacco Damages and Health Care Costs Recovery Act 2000    Imperial, Investments, Industries, Carreras Rothmans Limited, the RJR Companies and other former Rothmans Group companies have been named as defendants and served.    The defences of Imperial, Investments, Industries, Carreras Rothmans Limited and the RJR Companies have been filed, and document production and discoveries were ongoing. On 13 February 2017 the Province delivered an expert report dated October 2016, quantifying its damages in the amount of CAD$118 billion (approximately £69 billion). No trial date has been set. The federal government is seeking CAD$5 million (approximately £2.9 million) jointly from all the defendants in respect of costs pertaining to the third-party claim, now dismissed.
New Brunswick    Tobacco Damages and Health Care Costs Recovery Act 2006    Imperial, the UK Companies and the RJR Companies have been named as defendants and served.   

The defences of Imperial, the UK Companies and the RJR Companies have been filed and document production and discoveries are substantially complete. The most recent expert report filed by the Province estimated a range of damages between CAD $11.1 billion (approximately £6.5 billion) and CAD $23.2 billion (approximately £13.6 billion), including expected future costs. Following a motion to set a trial date, the New Brunswick Court of Queen’s Bench ordered that the trial commence on 4 November 2019. On 7 March 2019, the New Brunswick Court of Queen’s Bench released a decision which requires the Province to produce a substantial amount of additional documentation and data to the defendants. As a result, the original trial date of 4 November 2019 would have been delayed. No new trial date has been set.

 

Ontario    Tobacco Damages and Health Care Costs Recovery Act 2009    Imperial, the UK Companies and the RJR Companies have been named as defendants and served.   

The defences of Imperial, the UK Companies and the RJR Companies have been filed. The parties completed significant document production in the summer of 2017 and discoveries commenced in the autumn of 2018. On 15 June 2018, the Province delivered an expert report quantifying its damages in the range of CAD$280 billion (approximately £163.7 billion) – CAD$630 billion (approximately £368.2 billion) in 2016/2017 dollars for the period 1954 – 2060, and the Province amended the damages sought in its Statement of Claim to CAD$330 billion (approximately £192.9 billion). On 31 January 2019, the Province delivered a further expert report claiming an additional amount between CAD $9.4 billion (approximately £5.5 billion) and CAD$10.9 billion in damages (approximately £6.4 billion) in respect of ETS. No trial date has been set.

 

Newfoundland and Labrador    Tobacco Health Care Costs Recovery Act 2001    Imperial, the UK Companies and the RJR Companies have been named as defendants and served.   

The case is at an early case management stage. The defences of Imperial, the UK Companies and the RJR Companies have been filed and the Province began its document production in March 2018. Damages have not been quantified by the Province. No trial date has been set.

 

 

122


Saskatchewan    Tobacco Damages and Health Care Costs Recovery Act 2007    Imperial, the UK Companies and the RJR Companies have been named as defendants and served.   

This case is at an early case management stage. The defences of Imperial, the UK Companies and the RJR Companies have been filed and the Province has delivered a test shipment of documents. Damages have not been quantified by the Province. No trial date has been set.

 

Manitoba    Tobacco Damages Health Care Costs Recovery Act 2006    Imperial, the UK Companies and the RJR Companies have been named as defendants and served.   

This case is at an early case management stage. The defences of Imperial, the UK Companies and the RJR Companies have been filed and document production commenced. Damages have not been quantified by the Province. No trial date has been set.

 

Alberta    Crown’s Right of Recovery Act 2009    Imperial, the UK Companies and the RJR Companies have been named as defendants and served.   

This case is at an early case management stage. The defences of Imperial, the UK Companies and the RJR Companies have been filed and the Province commenced its document production. The Province has stated its claim to be worth CAD$10 billion (approximately £5.8 billion). No trial date has been set.

 

Quebec    Tobacco Related Damages and Health Care Costs Recovery Act 2009    Imperial, Investments, Industries, the RJR Companies and Carreras Rothmans Limited have been named as defendants and served.   

The case is at an early case management stage. The defences of Imperial, Investments, Industries, Carreras Rothmans Limited and the RJR Companies have been filed. Motions over admissibility of documents and damages discovery have been filed but not heard. The Province is seeking CAD$60 billion (approximately £35.1 billion). No trial date has been set.

 

Prince Edward Island    Tobacco Damages and Health Care Costs Recovery Act 2009    Imperial, the UK Companies and the RJR Companies have been named as defendants and served.   

This case is at an early case management stage. The defences of Imperial, the UK Companies and the RJR Companies have been filed and the next step was expected to be document production, which the parties deferred for the time being. Damages have not been quantified by the Province. No trial date has been set.

 

Nova Scotia    Tobacco Health Care Costs Recovery Act 2005    Imperial, the UK Companies and the RJR Companies have been named as defendants and served.   

This case is at an early case management stage. The defences of Imperial, the UK Companies and the RJR Companies have been filed. The Province provided a test document production in March 2018. Damages have not been quantified by the Province. No trial date has been set.

 

Nigeria

62.

British American Tobacco (Nigeria) Limited (BAT Nigeria), the Company and Investments have been named as defendants in a medical reimbursement action by the federal government of Nigeria, filed on 6 November 2007 in the Federal High Court, and in similar actions filed by the Nigerian states of Kano (9 May 2007), Oyo (30 May 2007), Lagos (13 March 2008), Ogun (26 February 2008), and Gombe (17 October 2008) commenced in their respective High Courts. In the five cases that remain active, the plaintiffs seek a total of approximately 10.6 trillion Nigerian naira (approximately £14.9 billion) in damages, including special, anticipatory and punitive damages, restitution and disgorgement of profits, as well as declaratory and injunctive relief.

 

63.

The suits claim that the state and federal government plaintiffs incurred costs related to the treatment of smoking-related illnesses resulting from allegedly tortious conduct by the defendants in the manufacture, marketing, and sale of tobacco products in Nigeria, and assert that the plaintiffs are entitled to reimbursement for such costs. The plaintiffs assert causes of action for negligence, negligent design, fraud and deceit, fraudulent concealment, breach of express and implied warranty, public nuisance, conspiracy, strict liability, indemnity, restitution, unjust enrichment, voluntary assumption of a special undertaking, and performance of another’s duty to the public.

 

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64.

The Company and Investments have made a number of challenges to the jurisdiction of the Nigerian courts. Such challenges are still pending (on appeal) against the federal government and the states of Lagos, Kano, Gombe and Ogun. The underlying cases are stayed or adjourned pending the final outcome of these jurisdictional challenges. In the state of Oyo, on 13 November 2015, and 24 February 2017, respectively, the Company’s and Investments’ jurisdictional challenges were successful in the Court of Appeal and the issuance of the writ of summons was set aside.

South Korea

65.

In April 2014, Korea’s National Health Insurance Service (NHIS) filed a healthcare recoupment action against KT&G (a Korean tobacco company), PM Korea and BAT Korea (including BAT Korea Manufacturing). The NHIS is seeking damages of roughly 54 billion Korean Won (approximately £33.5 million) in respect of health care costs allegedly incurred by the NHIS treating patients with lung (small cell and squamous cell) and laryngeal (squamous cell) cancer between 2003 and 2012. Court hearings in the case, which constitute the trial, commenced in September 2014. On 20 November 2020, the court issued a judgment in favour of the defendants and dismissing all of the plaintiff’s claims. The NHIS filed an appeal of the judgment on 11 December 2020. Appellate proceedings commenced in June 2021 and remain ongoing.

Brazil

66.

On 21 May 2019, the Federal Attorney’s Office (AGU) in Brazil filed an action in the Federal Court of Rio Grande do Sul against the Company, the BAT Group’s Brazilian subsidiary Souza Cruz LTDA (Souza Cruz), Philip Morris International, Philip Morris Brazil Indústria e Comércio LTDA and Philip Morris Brasil S/A, asserting claims for medical reimbursement for funds allegedly expended by the federal government as public health care expenses to treat 26 tobacco-related diseases over the last five years and that will be expended in perpetuity during future years, including diseases allegedly caused both by cigarette smoking and exposure to ETS. The action includes a claim for moral damages allegedly suffered by Brazilian society to be paid into a public welfare fund. The action is for an unspecified amount of monetary compensation, as the AGU seeks a bifurcated action in which liability would be determined in the first phase followed by an evidentiary phase to ascertain damages.

 

67.

On 19 July 2019, the trial court ordered that service of the action on the Company be effected via service on Souza Cruz. On 6 August 2019, Souza Cruz refused to receive service on behalf of the Company due to Souza Cruz’s lack of power to receive the summons on behalf of the Company and such refusal was attached to the case files on 9 August 2019. On 7 August 2019, Souza Cruz was served with the complaint by the AGU and Souza Cruz’s acknowledgement of service was attached to the case files on 12 August 2019.

 

68.

On 19 August 2019, Souza Cruz filed an interlocutory appeal challenging the 19 July 2019 trial court order permitting the AGU to effect service on the Company by serving Souza Cruz and requesting a stay of the proceedings until the appeal is decided. Souza Cruz also appealed the fact that several documents attached to the AGU’s complaint are in English, without proper translation, and it also appealed the very short term of 30 days for the defendants to prepare their defences.

 

69.

On 20 August 2019, Souza Cruz informed the trial court about the appeal and the trial court entered an order, which ordered the closure of the online system preventing the parties from submitting any petition so that no prejudice would be caused to the defendants and permitted the AGU, within 15 days of its notification, to respond to the argument that the service of a foreign defendant via its Brazilian subsidiary constituted improper service. On 21 August 2019, the substitute reporting judge of the appellate court, having been notified that the trial court judge had in the meantime issued a new decision (thereby revoking the previous decision), ruled that the appeal filed had therefore been rendered moot. The AGU filed its submission in the trial court on 19 September 2019, and Souza Cruz filed a reply submission on 25 September 2019. Souza Cruz reported on 4 February 2020 that the trial court ruled that service of the Company via its Brazilian subsidiary constituted proper service, denied the request for additional time to file defences, denied the request to have the foreign language documents attached to the initial complaint fully translated into Portuguese, and ordered that defences be filed within 30 business days. On 18 February 2020, Souza Cruz filed an interlocutory appeal (including a request to stay the deadline to file defences). On 12 March 2020, the court denied the request for a stay. On 11 May 2020, the Company filed a petition to intervene in Souza Cruz’s interlocutory appeal. On 17 June 2020, AGU

 

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filed its opposition to Souza Cruz’s interlocutory appeal. The Company filed a reply submission on 8 July 2020. On 15 July 2020, the court denied the interlocutory appeal. Souza Cruz and the Company submitted on 6 August 2020 requests for clarification of this appellate decision. The court granted the Company’s request to intervene, and rejected Souza Cruz and the Company’s request for clarification of the appellate decision, which decision became final on 6 June 2021. Souza Cruz and the Company filed their respective defences on 12 May 2020. On 19 May 2020, a notice was sent to the Public Prosecutor’s Office (MPF) regarding the AGU’s request that the MPF join the action as a plaintiff. The MPF, in its response filed 10 July 2020, rejected the AGU’s request, and declined to join the action as party, but will act as an ‘inspector of the law’, which enables MPF to express its opinion on matters in the case. The court to date has not opened up the term for the AGU to reply to the defences presented. On 19 February 2021, the Associação de Controle do Tabagismo, Promoção da Saúde (ACT) filed a petition seeking to intervene in the case as amicus curiae, which petition remains pending. On 25 March 2021 and 26 March 2021, respectively, Souza Cruz and PMB filed petitions requesting that ACT’s powers be limited should ACT be admitted as amicus curiae. On 19 May 2021, ACT filed a brief in further support of its amicus curiae petition. On 8 August 2021, the Company responded to ACT’s request to intervene as amicus curiae, arguing that ACT’s request should be rejected or in the alternative that the scope of ACT’s intervention rights should be limited. On 31 August 2021, ACT responded to the Company’s submission. A court ruling on ACT’s petition is pending.

(b) Class Actions

Canada

70.

As noted above, on 1 March 2019 the Quebec Court of Appeal handed down a judgment which largely upheld and endorsed the lower court’s previous decision in two Quebec Class Actions, as further described below. Imperial’s share of the judgment is approximately CAD $9.2 billion (approximately £5.4 billion). As a result of this judgment, there were attempts by the Quebec plaintiffs to obtain payment out of the CAD $758 million (approximately £443 million) on deposit with the court. JTI-MacDonald Corp (a co-defendant in the cases) filed for creditor protection under the CCAA on 8 March 2019. A court order to stay all tobacco litigation in Canada against all defendants (including the RJR Companies) until 4 April 2019 was obtained, and the need for a mediation process to resolve all the outstanding litigation across the country was recognized. On 12 March 2019 Imperial filed for protection under the CCAA. In its application Imperial asked the Ontario Superior Court to stay all pending or contemplated litigation against Imperial, certain of its subsidiaries and all other Group companies that were defendants in the Canadian tobacco litigation, including the UK Companies. On 22 March 2019, Rothmans, Benson & Hedges Inc. also filed for CCAA protection and obtained a stay of proceedings (together with the other two stays, the Stays). The Stays are currently in place until 31 March 2022. While the Stays are in place, no steps are to be taken in connection with the Canadian tobacco litigation with respect to any of the defendants.

 

71.

The below represents the state of the referenced litigation as at the advent of the Stays.

 

72.

There are 11 class actions being brought in Canada against Group companies.

 

73.

Knight Class Action: the Supreme Court of British Columbia certified a class of all consumers who purchased Imperial cigarettes in British Columbia bearing ‘light’ or ‘mild’ descriptors since 1974. The plaintiff is seeking compensation for amounts spent on ‘light and mild’ products and a disgorgement of profits from Imperial on the basis that the marketing of light and mild cigarettes was deceptive because it conveyed a false and misleading message that those cigarettes are less harmful than regular cigarettes.

 

74.

On appeal, the appellate court confirmed the certification of the class, but limited any financial liability, if proven, to 1997 onward. Imperial’s third-party claim against the federal government was dismissed by the Supreme Court of Canada. The federal government is seeking a cost order of CAD$5 million (approximately £2.9 million) from Imperial relating to its now dismissed third-party claim. After being dormant for several years, the plaintiff delivered a Notice of Intention to Proceed, and Imperial delivered an application to dismiss the action for delay. The application was heard on 23 June 2017 and was dismissed on 23 August 2017. Notice to class members of certification was provided on 14 February 2018. As at the date of the Stays, the next steps were expected to include discovery-related ones.

 

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75.

Growers’ Class Action: in December 2009, Imperial was served with a proposed class action filed by Ontario tobacco farmers and the Ontario Flue-Cured Tobacco Growers’ Marketing Board. The plaintiffs allege that Imperial and the Canadian subsidiaries of Philip Morris International and JTI failed to pay the agreed domestic contract price to the growers used in products manufactured for the export market and which were ultimately smuggled back into Canada. JTI has sought indemnification pursuant to the JTI Indemnities (discussed below at paragraphs 137-138). The plaintiffs seek damages in the amount of CAD$50 million (approximately £29.2 million). Various preliminary challenges have been heard, the last being a motion for summary judgment on a limitation period. The motion was dismissed and ultimately, leave to appeal to the Ontario Court of Appeal was dismissed in November 2016. In December 2017, the plaintiffs proposed that the action proceed by way of individual actions as opposed to a class action. The defendants did not consent. As at the date of the Stays, the claim was in abeyance pending further action from the plaintiffs.

 

76.

Quebec Class Actions: there are currently two class actions in Quebec. On 21 February 2005, the Quebec Superior Court granted certification in two class actions against Imperial and two other domestic manufacturers. The court certified two classes, with the class definitions being revised in the judgment rendered 27 May 2015. One class consists of residents of Quebec who (a) smoked before 20 November 1998 at least 12 pack years of cigarettes manufactured by the defendants; and (b) were diagnosed before 12 March 2012 with: lung cancer, or cancer (squamous cell carcinoma) of the throat, or emphysema. The group also includes the heirs of persons deceased after 20 November 1998 who meet the criteria described above. The second consists of residents of Quebec who, as of 30 September 1998, were addicted to nicotine contained in cigarettes and who in addition meet the following three criteria: (a) they started smoking before 30 September 1994 by smoking cigarettes manufactured by the defendants; (b) between 1 September and 30 September 1998 they smoked on average at least 15 cigarettes manufactured by the defendants on a daily basis; and (c) they still smoked an average of at least 15 cigarettes manufactured by the defendants as of 21 February 2005, or until their death if it occurred before that date. The group also includes the heirs of members who meet the criteria described above. Pursuant to the judgment, the plaintiffs were awarded damages and interest against Imperial and the Canadian subsidiaries of Philip Morris International and JTI in the amount of CAD$15.6 billion (approximately £9.1 billion), most of which was on a joint and several basis, of which Imperial’s share was CAD$10.4 billion (approximately £6.1 billion). An appeal of the judgment was filed on 26 June 2015. The court also awarded provisional execution pending appeal of CAD$1,131 million (approximately £661.1 million), of which Imperial’s share was approximately CAD$742 million (approximately £433.7 million). This order was subsequently overturned by the Court of Appeal. Following the cancellation of the order for provisional execution, the plaintiffs filed a motion against Imperial and one other manufacturer seeking security in the amount of CAD $5 billion (approximately £2.9 billion) to guarantee, in whole or in part, the payment of costs of the appeal and the judgment. On 27 October 2015, the Court of Appeal ordered the parties to post security in the amount of CAD$984 million (approximately £575.1 million), of which Imperial’s share was CAD$758 million (approximately £443 million). The security was paid in seven equal quarterly instalments of just over CAD$108 million (approximately £63.1 million) between 31 December 2015 and 30 June 2017. The appeal was heard in November 2016. On 1 March 2019, the trial judgment was upheld by a unanimous decision of the five-member panel of the Court of Appeal, with one exception being an amendment to the original interest calculation applied to certain portions of the judgment. The interest adjustment has resulted in the reduction of the total maximum award in the two cases to CAD $13.7 billion (approximately £8 billion) as of 1 March 2019, with Imperial’s share being reduced to approximately CAD $9.2 billion (approximately £5.4 billion). The Court of Appeal also upheld the payment of the initial deposits into the defendants’ solicitors’ trusts account within 60 days, totalling approximately CAD $1.13 billion (approximately £660.5 million), of which Imperial’s share was recalculated by the Court of Appeal as CAD $759 million (approximately £443.6 million). Imperial has already paid CAD $758 million (approximately £443 million) into court as security for the judgment.

 

77.

Other Canadian Smoking and Health Class Actions: seven putative class actions, described below, have been filed against various Canadian and non-Canadian tobacco-related entities, including the UK Companies, Imperial and the RJR Companies, in various Canadian provinces. In these cases, none of which have quantified their asserted damages, the plaintiffs allege claims based on fraud, fraudulent concealment, breach of warranty of merchantability, and of fitness for

 

126


 

a particular purpose, failure to warn, design defects, negligence, breach of a ‘special duty’ to children and adolescents, conspiracy, concert of action, unjust enrichment, market share liability and violations of various trade practices and competition statutes. Pursuant to the terms of the 1999 sale of RJRT’s international tobacco business, and subject to a reservation of rights, JTI has assumed the defence of the RJR Companies in these seven actions (Semple, Kunka, Adams, Dorion, Bourassa, McDermid and Jacklin, discussed below).

 

78.

In June 2009, four smoking and health class actions were filed in Nova Scotia (Semple), Manitoba (Kunka), Saskatchewan (Adams) and Alberta (Dorion) against various Canadian and non-Canadian tobacco-related entities, including the UK Companies, Imperial and the RJR Companies. In Saskatchewan, the Company, Carreras Rothmans Limited and Ryesekks p.l.c. have been released from Adams, and the RJR Companies have brought a motion challenging the jurisdiction of the court. There are service issues in relation to Imperial and the UK Companies in Alberta and in relation to the UK Companies in Manitoba. The plaintiffs did not serve their certification motion materials and no dates for certification motions were set.

 

79.

In June 2010, two further smoking and health class actions were filed in British Columbia against various Canadian and non-Canadian tobacco-related entities, including Imperial, the UK Companies and the RJR Companies. The Bourassa claim is allegedly on behalf of all individuals who have suffered chronic respiratory disease and the McDermid claim proposes a class based on heart disease. Both claims state that they have been brought on behalf of those who have ‘smoked a minimum of 25,000 cigarettes’. The UK Companies, Imperial, the RJR Companies and other defendants objected to jurisdiction. Subsequently, the Company, Carreras Rothmans Limited and Ryesekks p.l.c. were released from Bourassa and McDermid. Imperial, Industries, Investments and the RJR Companies remain as defendants in both actions. The plaintiffs did not serve their certification motion materials and no dates for certification motions were set.

 

80.

In June 2012, a smoking and health class action was filed in Ontario (Jacklin) against various Canadian and non-Canadian tobacco-related entities, including the UK Companies, Imperial and the RJR Companies. The claim has been in abeyance.

Venezuela

81.

In April 2008, the Venezuelan Federation of Associations of Users and Consumers (FEVACU) and Wolfang Cardozo Espinel and Giorgio Di Muro Di Nunno, acting as individuals, filed a class action against the Venezuelan government. The class action seeks regulatory controls on tobacco and recovery of medical expenses for future expenses of treating smoking-related illnesses in Venezuela. Both C.A Cigarrera Bigott Sucs. (Cigarrera Bigott), a Group subsidiary, and ASUELECTRIC, represented by its president Giorgio Di Muro Di Nunno (who had previously filed as an individual), have been admitted as third parties by the Constitutional Chamber of the Supreme Court of Justice. A hearing date for the action is yet to be scheduled. On 25 April 2017 and on 23 January 2018, Cigarrera Bigott requested the court to declare the lapsing of the class action due to no proceedings taking place in the case in over a year. A ruling on the matter is yet to be issued.

(c) Individual Tobacco-Related Personal Injury Claims

82.

As at 31 December 2021, the jurisdictions with the most active individual cases against Group companies were, in descending order: Brazil (23), Italy (11), Canada (5), Argentina (5), Chile (4) and Ireland (2). There were a further two jurisdictions with one active case only. Out of the 52 active individual tobacco related personal injury claims, one case in Argentina (Baldassare) received an unfavourable verdict as at 31 December 2021. In that case, a first instance judgment, issued on 28 December 2020, awarded damages to the plaintiff in the amount of ARS 685,976 (approximately £5,000) in compensatory damages and ARS 2,500,000 (approximately £18,000) in punitive damages (plus interest). BAT Argentina filed a notice of appeal of the judgment on 3 February 2021.

 

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Non-Tobacco-Related Litigation

VUSE Litigation

83.

On 22 July 2020, Nicholas Bernston filed a personal injury action in the Northern District of Oklahoma against JUUL Labs Inc. (JUUL), Altria Client Services, LLC, RJR Vapor, Reynolds American, and others. The complaint seeks damages for personal injuries (including pneumonia and acute respiratory failure) allegedly resulting from vaping on several theories, including strict liability, negligence, and breach of implied warranty of merchantability. On 24 July 2020, JUUL notified the JPML that this case could be a potential tag-along in the JUUL MDL. On 5 August 2020, the Judicial Panel on Multidistrict Litigation entered a conditional transfer order transferring the case to the Northern District of California. That order became effective on 12 August 2020, and this case now is a member case in the JUUL multidistrict litigation (MDL). On 13 October 2020, RJR Vapor and Reynolds American moved to dismiss the complaint or, in the alternative, for a stay or a suggestion of remand to the Northern District of Oklahoma. On 16 October 2020, the MDL court issued an order staying those motions to dismiss. The case will remain pending against Reynolds American and RJR Vapor, but they will not be subject to discovery or other pretrial obligations absent further order from the court.

Croatian Distributor Dispute

84.

BAT Hrvatska d.o.o u likvidaciji and British American Tobacco Investments (Central and Eastern Europe) Limited are named as defendants in a claim by Mr Perica received on 22 August 2017 and brought before the commercial court of Zagreb, Croatia. Mr Perica seeks damages of HRK 408,000,000 (approximately £45.6 million) relating to a BAT Standard Distribution Agreement dating from 2005. BAT Hrvatska d.o.o and British American Tobacco Investments (Central and Eastern Europe) Ltd filed a reply to the statement of claim on 6 October 2017. A hearing had been scheduled to take place on 10 May 2018, but it was postponed due to a change of the judge hearing the case. The Commercial Court in Zagreb declared they do not have jurisdiction and that the competent court to hear this case is the Municipal Court in Zagreb. TDR d.o.o. is also named as the defendant in a claim by Mr Perica received on 30 April 2018 and brought before the commercial court of Zagreb, Croatia. Mr. Perica seeks payment in the amount of HRK 408,000,000 (approximately £45.6 million) claiming that BAT Hrvatska d.o.o. transferred a business unit to TDR d.o.o, thus giving rise to a liability of TDR d.o.o. for the debts incurred by BAT Hrvatska d.o.o, on the basis of the provisions of Croatian civil obligations law. A response to the statement of claim was filed on 30 May 2018. The Commercial Court in Zagreb declared they do not have jurisdiction and that the competent court to hear this case is the Municipal Court in Pula. Mr Perica filed an appeal against this decision which was rejected by the High Commercial Court of The Republic of Croatia confirming therewith that the competent court to hear this case is the Municipal Court in Pula. The Municipal Court in Zagreb has decided that the claims by Mr Perica initiated on 22 August 2017 and 30 April 2018 shall be heard as one case in front of the Municipal Court of Zagreb. After the two hearings have been held, the Municipal Court of Zagreb has appointed the court financial and auditing appraisal to determine the value of Mr Perica’s claim.

BAT/Reynolds American Inc. Shareholder Litigation

85.

Following the Company’s acquisition of the remaining 57.8% of Reynolds American in July 2017, pursuant to North Carolina law, under which Reynolds American was incorporated, a number of Reynolds American shareholders dissented and asserted their rights to a judicial appraisal of the value of their Reynolds American stock. On 29 November 2017, Reynolds American filed a Complaint for Judicial Appraisal in state court in North Carolina against 20 dissenting shareholders holding an aggregate of approximately 9.65 million shares. The complaint asked the court to determine the fair value of the dissenting shareholders’ shares in Reynolds American and any accrued interest. A trial was held in June 2019, at which the dissenters sought US$92.17 per share plus interest. On 27 April 2020, the court issued its final judgment upholding Reynolds American’s proposed valuation of $59.64 per share and concluding that no further payment is due to the dissenters for their shares. Dissenting shareholders holding an aggregate of approximately 6.52 million shares filed a notice of appeal to the North Carolina Supreme Court. On 17 December 2021, the North Carolina Supreme Court issued an opinion affirming the Business Court’s determination, and on 21 January 2022 the dissenters’ deadline to seek further review expired, meaning that this matter is now concluded.

 

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Patents Litigation

86.

Certain Group companies are party to a number of patent litigation cases and procedural challenges concerning the validity of patents owned by or licensed to them and/or the alleged infringement of third-parties’ patents.

 

87.

On 22 June 2018, an affiliate of Philip Morris International (PMI) commenced proceedings against British American Tobacco Japan, Ltd. (BAT Japan) in the Japanese courts challenging the import, export, sale and offer of sale of the glo device and of the NeoStiks consumable in Japan at the time the claim was brought (and earlier models of the glo device), alleging that the glo devices directly infringe certain claims of two Japanese patents that have been issued to the PMI affiliate and that the NeoStiks indirectly infringe certain claims of those patents. On 17 January 2019, the PMI affiliate introduced new grounds of infringement, alleging that the glo device also infringes some other claims in the two PMI affiliate’s Japanese patents. Damages for the glo device and NeoStik are claimed in the court filing, to the amount of 100 million Yen (approximately £641,000). The PMI affiliate has also filed a request for injunction with respect to the glo device. BAT Japan denies infringement and is challenging the validity of the two PMI affiliate’s Japanese patents.

 

88.

Fuma International LLC (Fuma) filed two separate patent infringement complaints in the U.S. District Court for the Middle District of North Carolina against RJR Vapor on 6 March 2019 and 2 July 2019, each alleging that Vuse Solo and Vuse Ciro products infringe a patent. The two complaints were consolidated into a single proceeding involving both asserted Fuma patents. The parties resolved this matter pursuant to a Confidential Settlement and License Agreement effective 29 November 2021.

 

89.

On 9 April 2020, Nicoventures Trading Limited (Nicoventures) commenced an action in the England and Wales High Court (Patents Court) against Philip Morris Products S.A. (PMP) for revocation against three divisional patents in the same family, of which PMP is the proprietor (a further divisional patent in the same family was added into the revocation action on 9 July 2020). On 12 May 2020 PMP filed its defence together with a counterclaim for patent infringement against Nicoventures and Investments concerning prototype examples or production samples of certain ‘glo’ tobacco heating devices. PMP are seeking an injunction, an order for delivery up or a destruction upon oath of all infringing articles, and either an account of profits or damages on commercial sales (and interest thereon). On 12 June 2020, Nicoventures and Investments filed their defence to the counterclaim. The trial of this action took place between 18-25 May 2021. On 14 July 2021 the England and Wales High Court (Patents Court) handed down its judgment finding that all four divisional patents were invalid for lack of an inventive step and consequently, that PMP’s counterclaim failed. On 2 November 2021, PMP filed a request for permission to appeal.

 

90.

On 28 May 2020 Altria Client Services LLC and U.S. Smokeless Tobacco Company LLC commenced proceedings against RJR Vapor before the U.S. District Court for the Middle District of North Carolina against the vapour products Vuse Vibe and Vuse Alto, and the tin used in the modern oral product Velo. Nine patents in total were asserted: two against Vibe, four against Alto and three against Velo. On 5 January 2021, Altria filed an Amended Complaint adding Modoral Brands Inc. as a defendant with respect to the Velo product claims. The plaintiffs have sought damages but have not to date sought preliminary or permanent injunctions. RJR Vapor has responded to the complaint. The parties conducted a one-day mediation session in August 2021, but were unable to resolve the dispute. A claim construction hearing was held on 28 April 2021, and the court issued its claim construction ruling on 12 May 2021. Fact discovery, expert discovery, and summary judgment briefings are completed. No date has been set for a summary judgment hearing, and no trial date has been set.

 

91.

On 9 April 2020, RAI Strategic Holdings, Inc. and RJR Vapor commenced an action in the U.S. District Court for the Eastern District of Virginia against Altria Client Services LLC, Philip Morris USA, Inc., Altria Group, Inc., Philip Morris International, Inc., and Philip Morris Products S.A. (collectively, Philip Morris) for infringement of six patents based on

 

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the importation and commercialization within the United States of IQOS. On 8 May 2020 and 12 June 2020, Philip Morris filed Inter Partes Review (IPR) petitions in the U.S. Patent Office challenging the validity of each of the six patents asserted. On 29 June 2020, Philip Morris asserted counterclaims alleging that RJR Vapor infringes five patents. On 24 November 2020, the court issued a claim construction order that determined that each disputed term would have its plain and ordinary meaning. On 4 December 2020, the magistrate judge issued an order staying RJR Vapor and Philip Morris’s patent claims pending a decision by the U.S. Patent Office regarding whether to proceed with the IPRs. At the time of the stay, fact and expert discovery was ongoing and was scheduled to conclude 26 January 2021. The court lifted the stay, and the parties have substantially completed discovery. On 6 August 2021, the court denied all summary judgment motions. Trial on the Altria and Philip Morris patents was scheduled to have begun on 4 April 2022, but the court postponed the trial and set a new trial date of 6 June 2022; the RJR Vapor offensive patent case remains stayed pending (i) an appeal by Philip Morris to the Federal Circuit in relation an exclusion order granted against Philip Morris by the International Trade Commission based on the relevant patents, and (ii) the decisions in IPRs commenced by Philip Morris against the relevant patents at the U.S. Patent Office.

 

92.

On 27 November 2020 Philip Morris filed a complaint before the Regional Court Mannheim in Germany against British American Tobacco (Germany) GmbH (BAT Germany) alleging that the sale, offer for sale and importation of Vype ePod products infringes a patent. Philip Morris is seeking an injunction, a recall of product from commercial customers and a declaratory judgment for damages. The trials of this action took place on 15 June 2021 and 9 November 2021. A decision on the matter was promulgated on 30 November 2021. The decision dismissed the complaint in its entirety. On 28 December 2021, Philip Morris lodged an appeal against this decision before the Higher Regional Court Karlsruhe.

 

93.

On 11 December 2020 Philip Morris filed a complaint before the Regional Court Dusseldorf in Germany against BAT Germany alleging that the sale, offer for sale and importation of the glo TABAK HEATER and neo STICK products infringe a patent. Philip Morris is seeking an injunction, a recall of product from commercial customers and a declaratory judgment for damages. The trial of this action took place on 30 November 2021. The court promulgated its decision on 21 December 2021 and decided that the above-mentioned products infringe the patent. The decision is not final and was appealed by BAT Germany on 21 December 2021 to the Higher Regional Court Dusseldorf. On 31 December 2021, BAT Germany also lodged a formal request with the appeal court to suspend the injunction order against the neo STICK products. On 24 January 2022, the appeal court granted this request, subject to providing a security and indicating that the neo STICK products are only suitable for new glo TABAK HEATER devices. BAT Germany is no longer marketing the glo TABAK HEATER, but rather a new glo TABAK HEATER marketed as glo Hyper + New Heating Technology, which is not subject to the patent infringement proceedings. Because the trial court decision only contains a declaratory obligation for BAT Germany to pay damages, Philip Morris would have to file a new separate action for the actual payment of damages, stating the precise amount that is being claimed.

 

94.

On 14 December 2020, Modoral Brands Inc. (Modoral) filed a complaint in the U.S. District Court for the District of Delaware against Pinkerton Tobacco Co., LP, Swedish Match North America LLC, and NYZ AB (collectively Swedish Match) seeking a declaratory judgment that the importation, manufacture, use, and/or sale of Modoral’s Velo product does not infringe U.S. Patent No. 9,161,908 (the ‘908 Patent) or any of Swedish Match’s trade secrets. On 3 June 2021, the case was transferred to the U.S. District Court for the Central District of California. On 13 July 2021, Swedish Match and Helix Innovations GmbH filed counterclaims against Modoral for infringement of the ’908 patent and misappropriation of trade secrets arising out of the manufacture, use, and sale of Modoral’s Velo product. On 15 December 2021, the court entered a Markman Order finding that the ’908 patent distinguishes a nicotine complex from the claimed ‘nicotine salt,’ and more specifically, affirmatively excluding the nicotine polacrilex complex used in the accused Velo product from the claimed invention because it is “not a nicotine salt”. Swedish Match agreed to a joint stipulation and request for entry of judgment of non-infringement for all of the asserted claims of the ‘908 patent, which the Court granted on 19 January 2022. Modoral filed a motion to stay Swedish Match’s remaining trade secret misappropriation claims in light of Swedish Match’s intent to appeal the Markman Order to the Federal Circuit. Modoral also filed a Rule 54(b) motion for partial final judgment of the infringement claims. Both motions are scheduled for argument on 4 March 2022.

 

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Mozambican IP Litigation

95.

On 19 April 2017, Sociedade Agrícola de Tabacos, Limitada (SAT) (a BAT Group company in Mozambique) filed a complaint to the National Inspectorate for Economic Activities (INAE), the government body under the Ministry of Industry and Trade, regarding alleged infringements of its registered trademark (GT) by GS Tobacco SA (GST). INAE subsequently seized the allegedly infringing products (GS cigarettes) and fined and ordered GST to discontinue manufacturing products that could infringe SAT’s intellectual property rights. Following INAE’s decision, in July 2017 and March 2018, SAT sought damages via the Judicial Court of Nampula, from GST in the amount of and equivalent to £573,000 as well as a permanent restraint order in connection with the manufacturing and selling of the allegedly infringing products. The Judicial Court of Nampula (Tribunal Judicial de Nampula) granted the order on an interim basis on 7 August 2017. After hearing the parties, on 5 September 2017, the court found that no alleged infringement by GST had occurred and removed the interim restraint order, this decision was appealed by SAT and is currently pending a decision. GST filed an application for review against INAE’s initial decision directly to the Minister of Trade and Industry, which reversed the decision of INAE. On 31 December 2018, SAT was notified of GST’s counterclaim against SAT at the Judicial Court of Nampula for damages allegedly sustained as a result of SAT’s complaint to INAE (and INAE’s decision). GST is seeking damages in the amount equivalent to £190 million. On 31 January 2019 SAT filed a formal response to the counterclaim. GST was notified on 28 February 2019 to file a response to our formal response to the counterclaim and the judge scheduled the preliminary hearing for 14 March 2019. This hearing was adjourned and was held on 2 April 2019, when the court heard arguments on the validity of SAT’s counterclaim. On 2 September 2019, SAT received notification of an order which provided that (i) SAT’s claim had been dismissed by the court; and (ii) the GST counterclaim would proceed to trial. On 9 September 2019 SAT responded to the order by appealing the dismissal of the SAT claim. Additionally, SAT made an interlocutory application in the counterclaim proceedings to challenge certain questions posed by the judge, on the basis that the responses may be used as evidence at trial. SAT was notified in December 2021 that the trial of the counterclaim is to take place on 24 February 2022. SAT subsequently submitted a complaint related to that trial to the court, on the basis that prior to any further step being taken in relation to the trial the process should be submitted to the superior court for analysis, as per the appeals previously submitted in the proceedings. SAT’s complaint has not yet been determined.

Malawi Group Action

96.

In December 2020, the Company and British American Tobacco (GLP) Limited (GLP) were named as defendants in a claim made in the English High Court by around 7,500 Malawian tobacco farmers and their family members. The claim also names Imperial Brands plc and five affiliates as defendants. The claimants allege they were subjected to unlawful and exploitative working conditions on tobacco farms from which it is alleged that the defendants indirectly acquire tobacco. They seek unquantified damages (including aggravated and exemplary damages) for the torts of negligence and conversion and unquantified personal and proprietary remedies for restitution of unjust enrichment. They also seek an injunction to restrain the commission of further torts of conversion or negligence by the defendants. The defendants had an application to strike out the claims dismissed in a judgment dated 25 June 2021. In January 2022, the Company and GLP were served with a similar claim by around a further 3,500 claimants. The Company and GLP intend vigorously to defend the claims.

 

131


Qatar Customs Authority Claims

97.

On 12 November 2020, British American Tobacco Middle East W.L.L (formerly British American Tobacco Middle East SPC) (BAT ME), along with its distributor in Qatar, Ali Bin Ali Establishment (ABA), filed a case before the Qatar Court of First Instance which challenges a decision of Qatar General Authority of Customs dated 16 August 2020 ordering ABA to pay two amounts arising from unrelated circumstances, one of which totalled QAR 160,531,588 (approximately £32.6 million) in customs duties and penalties in relation to 27 consignments of cigarettes imported into Qatar by ABA. On 14 February 2021, the General Authority of Customs issued a new order that repeated (and addressed only) its demand that ABA pay QAR 160,531,588 in customs duties and penalties in relation to the same 27 consignments of cigarettes imported into Qatar by ABA. On 19 May 2021, BAT ME and ABA filed a second case before the Qatar Court of First Instance which challenges the decision of Qatar’s General Authority of Customs dated 14 February 2021. On 28 October 2021, the Court of First Instance dismissed both cases filed by BAT ME and ABA on the grounds the cases were not timely filed. In December 2021, BAT ME and ABA appealed the decisions of the Court of First Instance in both cases. It is possible that the two appeals filed by BAT ME and ABA will be consolidated into a single case. In any event, ABA can only have liability under one case not both, so its maximum liability is QAR 160,531,588, not twice that amount. BAT ME’s potential liability in respect of the foregoing amount arises from certain contractual arrangements with ABA. BAT ME and ABA strongly assert that the additional customs duty and penalties imposed by the Qatar Customs Authority are inconsistent with applicable law.

Saudi Arabia Customs Claim

98.

On 25 January 2021, Walid Ahmed Mohammed Al Naghi for Trading Establishment (Al Naghi), a former distributor for the Group’s operating companies in the Middle East, filed a claim in the Commercial Court in Jeddah, Saudi Arabia, seeking SAR 2,105,356,121 (approximately £414 million) for reimbursement of funds allegedly due under contract. Al Naghi did not formally name any Group entity as a defendant in the claim. The claim was dismissed orally by the Court on 9 February 2021. On 20 April 2021, Al Naghi filed a new claim in the Jeddah Commercial Court against BAT UKE demanding that BAT UKE reimburse Al Naghi in the amount of SAR 2,105,356,121 allegedly paid by Al Naghi to the customs authorities in customs dues. BAT UKE submitted a response on 27 May 2021 requesting dismissal of the claim on the ground that BAT UKE lacks legal capacity to be sued as it was not a party to any relevant agreement with Al Naghi. On 16 June 2021, the Court of First Instance issued a judgment dismissing the claim against BAT UKE and ruling that BAT UKE lacks legal standing to be named defendant in the proceedings. On 22 August 2021, Al Naghi filed an appeal against the Court of First Instance judgement. BAT UKE was not given an opportunity to respond to Al Naghi’s allegations on appeal. On 15 November 2021, the Appellate Court issued an oral ruling cancelling the Court First Instance judgement and remanding the case to the lower court for further deliberation. In its written judgement dated 12 December 2021, the Appellate Court stated that it was remanding the case in order for the Court of First Instance to join to the proceedings BAT entities in Bahrain and UAE, which Al Naghi had wrongly claimed on appeal to be branches of BAT UKE. The Court of First Instance held a hearing on 19 January 2022 to re-consider the case in light of the Appellate Court judgement. At that hearing, the Court of First Instance set a timetable for the parties to file written submissions setting out their arguments with regard to the legal status of the BAT entities in Bahrain and UAE. A further hearing was held on 2 February 2022. The court is seeking further information from the BAT entities in Bahrain and UAE ahead of a further hearing on 23 February 2022.

 

132


Asbestos Litigation

99.

On 15 January 2021, plaintiffs in an individual asbestos personal injury action (Rentko), originally filed 5 October 2020 in the New York City Asbestos Litigation court, filed an amended complaint, which named as defendants the Company, BATUS Holdings, Inc., British American Tobacco (Brands) Inc., and RJRT, along with various other defendants. The amended complaint was served 20 January 2021 on BATUS Holdings, Inc. and British American Tobacco (Brands) Inc., and served 22 January 2021 on RJRT. The amended complaint alleges that one of the plaintiffs was exposed to the defendants’ asbestos and asbestos-contaminated talcum powder products, which allegedly caused her to develop mesothelioma, and asserts claims under state law, including for negligence, breach of warranty, product liability, negligent misrepresentation, fraudulent concealment, and civil conspiracy. A further amended complaint was filed on 27 January 2021, which named Reynolds American as a defendant as an alleged successor in interest to the Company, and which was served on Reynolds American on 5 February 2021. Plaintiffs seek unspecified compensatory and punitive damages jointly and severally against the defendants. Reynolds American and RJRT moved to dismiss the amended complaint on 26 March 2021. A notice of discontinuance was filed on 31 March 2021 discontinuing the litigation without prejudice as against the Company, BATUS Holdings, Inc. and British American Tobacco (Brands) Inc. A stipulation of discontinuance was filed on 6 April 2021 discontinuing the litigation without prejudice as against Reynolds American and RJRT.

 

100.

On 23 April 2021, plaintiff in an asbestos personal injury action (Smoltino), originally filed 25 August 2020 in the New York City Asbestos Litigation court, filed an amended complaint, which named as defendants the Company, BATUS Holdings, Inc., British American Tobacco (Brands) Inc., Reynolds American and RJRT, along with various other defendants. The amended complaint was served on BATUS Holdings, Inc., British American Tobacco (Brands) Inc. and RJRT on 23 April 2021 and served on Reynolds American on 26 April 2021. The amended complaint alleged that plaintiff’s decedent was exposed to the defendants’ asbestos and asbestos-contaminated talcum powder products, which allegedly caused her to develop mesothelioma, and asserted claims under state law, including for negligence, breach of warranty, product liability, negligent misrepresentation, fraudulent concealment, wrongful death and civil conspiracy. Plaintiff seeks unspecified compensatory and punitive damages jointly and severally against the defendants. A notice of discontinuance was filed on 19 May 2021 discontinuing the litigation without prejudice as against the Company, BATUS Holdings, Inc. and British American Tobacco (Brands) Inc. Reynolds American and RJRT moved to dismiss the amended complaint on 10 May 2021. A stipulation of discontinuance was filed on 24 May 2021 discontinuing the litigation without prejudice as against Reynolds American and RJRT.

 

101.

On 11 May 2021, plaintiff in an asbestos personal injury action (Gilbride) filed a complaint in the Superior Court of New Jersey Law Division – Middlesex County, which named as defendants R. J. Reynolds Tobacco Company, individually and as successor-by-merger to British American Cosmetics, along with various other defendants. The complaint was served on RJRT on 26 May 2021. The complaint alleged that plaintiff was exposed to asbestos-containing cosmetic talcum powder products sold and supplied by the Defendants (and/or their predecessors in interest), which allegedly caused her to develop mesothelioma, and asserted claims under state law, including for negligence, breach of warranty, strict liability in tort, marketing an ultra-hazardous product, failure to warn, product liability, negligent misrepresentation, fraudulent concealment, and civil conspiracy. Plaintiff seeks unspecified compensatory and punitive damages jointly and severally against the defendants. A stipulation for voluntary dismissal was filed with the court on 7 July 2021.

 

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Fox River

Background to environmental liabilities arising out of contamination of the Fox River:

102.

In Wisconsin, the authorities have identified potentially responsible parties (PRPs) to fund the clean-up of river sediments in the lower Fox River. The pollution was caused by discharges of Polychlorinated Biphenyls (PCBs) from paper mills and other facilities operating close to the river. Among the PRPs is NCR Corporation (NCR).

 

103.

In NCR’s Form 10-K Annual Report for the year ended 31 December 2014, the total clean-up costs for the Fox River were estimated at US$825 million (approximately £609.1 million). This estimate is subject to uncertainties and does not include natural resource damages (NRDs). Total NRDs may range from US$0 to US$246 million (approximately £0 to £181.6 million).

 

104.

Industries’ involvement with the environmental liabilities arises out of indemnity arrangements which it became party to due to a series of transactions that took place from the late-1970s onwards and subsequent litigation brought by NCR against Industries and Appvion Inc. (Appvion) (a former Group subsidiary) in relation to those arrangements which was ultimately settled. U.S. authorities have never identified Industries as a PRP.

 

105.

There has been a substantial amount of litigation in the United States involving NCR and Appvion regarding the responsibility for the costs of the clean-up operations. The U.S. Government also brought enforcement proceedings against NCR and Appvion to ensure compliance with regulatory orders made in relation to the Fox River clean-up. This litigation has been settled through agreements with other PRPs and a form of settlement known as a Consent Decree with the U.S. Government, approved by the District Court of Wisconsin on 23 August 2017.

 

106.

The principal terms of that Consent Decree, in summary, are as follows:

 

  a.

NCR is obliged to perform and fund all of the remaining Fox River remediation work by itself.

 

  b.

The U.S. Government enforcement proceedings were settled, with NCR having no liability to meet the U.S. Government’s claim for costs it had incurred in relation to the clean-up to date, a secondary responsibility to meet certain future costs, and no liability to the U.S. Government for NRDs.

 

  c.

NCR ceased to pursue its contribution claims against the other PRPs and in return received contribution protection preventing other PRPs from pursuing their contribution claims against NCR and existing claims for contribution being dismissed by order of the Court. NCR does, however, have the right to reinstate its contribution claims if the other PRPs decide to continue to pursue certain contractual claims against NCR.

 

  d.

Appvion also agreed to cease pursuance of claims against the other PRPs, subject to retention of the right to reinstate its claims if the other PRPs decide to continue to pursue certain claims against Appvion.

 

107.

A Consent Decree between the U.S. Government, P.H. Glatfelter and Georgia Pacific settling the allocation of costs on the Fox River was approved by the District Court in the Eastern District of Wisconsin on 14 March 2019. This Consent Decree concludes all existing litigation on the Fox River, following P.H. Glatfelter’s withdrawal of its appeal against the issuance of the Consent Decree as a term of the settlement.

 

108.

In NCR’s Form 10-K Annual Report for the year ended 31 December 2020 NCR disclosed that, in November 2019, an arbitral tribunal had awarded approximately US$10 million (approximately £7.4 million) to a remediation general contractor engaged by the LLC formed by NCR and Appvion to perform the clean-up operation of the Fox River. NCR further stated that its indemnitors and co-obligors were responsible for the majority of the award, with its own share being approximately 25% of the award.

 

134


Industries’ involvement with environmental liabilities arising out of the contamination of the Fox River:

109.

NCR has taken the position that, under the terms of a 1998 Settlement Agreement between it, Appvion and Industries, and a 2005 arbitration award, Industries and Appvion generally had a joint and several obligation to bear 60% of the Fox River environmental remediation costs imposed on NCR and of any amounts NCR has to pay in respect of other PRPs’ contribution claims. BAT has not acknowledged any such liability to NCR and has defences to such claims. Further, under the terms of the Funding Agreement (described below), any dispute between Industries and NCR as to the final amount of any NCR claim against Industries in respect of the Fox River (if any) can only be determined at the later of (i) the completion of Fox River remediation works or (ii) the final resolution and exhaustion of all possible appeals in proceedings brought against Sequana, PricewaterhouseCoopers LLP (PwC) and other former advisers.

 

110.

Until May 2012, Appvion and Windward Prospects Limited (Windward) (another former Group subsidiary) had paid a 60% share of the clean-up costs incurred by NCR. Industries was never required to contribute. Around that time, Appvion refused to continue to pay clean-up costs, leading to NCR demanding that Industries pay a 60% share of those costs.

 

111.

Industries commenced proceedings against Windward and Appvion in December 2011 seeking indemnification in respect of any liability it might have to NCR (the English Indemnity Proceedings) pursuant to a 1990 de-merger agreement between those parties.

Funding Agreement of 30 September 2014

112.

On 30 September 2014, Industries entered into a Funding Agreement with Windward, Appvion, NCR and BTI 2014 LLC (BTI) (a wholly owned subsidiary of Industries). Pursuant to the Funding Agreement, the English Indemnity Proceedings and a counterclaim Appvion had brought in those proceedings, as well as an NCR-Appvion arbitration concerning Appvion’s indemnity to NCR, were discontinued as part of an overall agreement between the parties providing a framework through which they would together fund the ongoing costs of the Fox River clean-up. Under the agreement, NCR has agreed to accept funding by Industries at the lower level of 50% of the ongoing clean-up related costs of the Fox River (rather than the 60% referenced above). This remains subject to an ability to litigate at a later stage the extent of Industries’ liability (if any) in relation to Fox River clean-up related costs (including in respect of the 50% of costs that Industries has paid under the Funding Agreement to date). In addition, Windward has contributed US$10 million (approximately £7.4 million) of funding and Appvion has contributed US$25 million (approximately £18.5 million) for Fox River and agreed to contribute US$25 million (approximately £18.5 million) for the Kalamazoo River (see further below). Appvion entered Chapter 11 bankruptcy protection on 1 October 2017.

 

113.

The parties also agreed to cooperate in order to maximise recoveries from certain claims made against third parties, including (i) a claim commenced by Windward in the High Court of England & Wales (the High Court) against Sequana and the former Windward directors (the Windward Dividend Claim). That claim was assigned to BTI under the Funding Agreement, and relates to dividend payments made by Windward to Sequana of around 443 million (approximately £372 million) in 2008 and 135 million (approximately £113.4 million) in 2009 (the Dividend Payments) and (ii) a claim commenced by Industries directly against Sequana to recover the value of the Dividend Payments alleging that the dividends were paid for the purpose of putting assets beyond the reach of Windward’s creditors (including Industries) (the BAT section 423 Claim) (together, the Sequana Proceedings).

 

114.

The Windward Dividend Claim and BAT section 423 Claim were heard together in the High Court, with judgment handed down on 11 July 2016. The court upheld the BAT section 423 Claim and, by way of a consequentials judgment dated 10 February 2017, ordered that Sequana pay to BTI an amount up to the full value of the 2009 Dividend plus interest, which equates to around US$185 million (approximately £136.6 million). The Court dismissed the Windward Dividend Claim.

 

115.

The parties pursued cross appeals on the judgment, during which time Sequana was granted a stay in respect of the above payments. That stay was lifted in May 2017, three months after Sequana had entered into an insolvency process in France seeking court protection (the Sauvegarde). On 15 May 2019, the Nanterre Commercial Court made an order placing Sequana into formal liquidation proceedings (liquidation judiciaire). To date, Industries has not received any payments from Sequana.

 

135


116.

On 6 February 2019 the Court of Appeal gave judgment upholding the High Court’s findings, with one immaterial change to the method of calculating the damages awarded. Sequana therefore remains liable to pay approximately US$185 million (approximately £136.6 million). Because of Sequana’s ongoing insolvency process, execution of that judgment is stayed. The Court of Appeal dismissed BTI’s appeal in relation to the Windward Dividend Claim. The Court of Appeal also dismissed Sequana’s application for permission to appeal the High Court’s costs order in favour of Industries. Sequana therefore remains liable to pay around £10 million in costs to Industries.

 

117.

All parties to the appeal sought permission from the Court of Appeal for a further appeal to the UK Supreme Court. On 31 July 2019, BTI was granted permission to appeal to the Supreme Court. On the same day, the Supreme Court refused Sequana permission to appeal. The hearing of BTI’s appeal took place before the UK Supreme Court on 4 and 5 May 2021 and the judgment is awaited.

 

118.

BTI has brought claims against certain of Windward’s former advisers, including Windward’s auditors at the time of the dividend payments, PricewaterhouseCoopers LLP (PwC) (which claims were also assigned to BTI under the Funding Agreement). The claim had been stayed pending the outcome of the Sequana Proceedings. Once that stay was lifted, PwC applied to strike-out BTI’s claim. A hearing of this application took place in October 2019. On 15 November 2019, the court dismissed PwC’s application. The court granted PwC permission to appeal in respect of part of its dismissal of the application and the hearing of that appeal was heard by the Court of Appeal on 27 and 28 October 2020. On 11 January 2021, the Court of Appeal handed down judgment dismissing PwC’s appeal. The Court of Appeal also refused PwC’s application for permission to appeal to the Supreme Court and made an order requiring PwC to file its Defence within two months of 11 January 2021. This deadline was subsequently extended. PwC subsequently applied directly to the Supreme Court for permission to appeal the Court of Appeal’s decision. PwC’s application for permission to appeal to the Supreme Court has yet to be determined. In the meantime, BTI’s claim against PwC is progressing in the High Court. PwC served its Defence on 22 April 2021 and filed it with the Court on 26 April 2021. A Case Management Conference has been listed in a window between 2 March 2022 and 4 March 2022 (inclusive).

 

119.

An agreed stay is in place in respect of BTI’s separate assigned claim against Freshfields Bruckhaus Deringer.

 

120.

The sums Industries has paid under the Funding Agreement are subject to the reservation as set out in paragraph 112 above and ongoing adjustment. Clean-up costs can only be estimated in advance of the work being carried out and certain sums payable are the subject of ongoing U.S. litigation. In 2019, Industries paid £32 million in respect of clean-up costs. In 2020, Industries paid £2 million in respect of clean-up costs. In 2021, Industries paid a further £1.8 million in respect of clean-up costs. Industries is potentially liable for further costs associated with the clean-up. Industries has a provision of £62.3 million which represents the current best estimate of its exposure – see note 24.

Kalamazoo

121.

NCR is also being pursued by Georgia-Pacific, a designated PRP in respect of the Kalamazoo River in Michigan, in relation to remediation costs caused by PCBs released into that river.

 

122.

On 26 September 2013, the Michigan Court held that NCR was liable as a PRP on the basis that it had arranged for the disposal of hazardous material for the purposes of the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA).

 

123.

The second phase of the Kalamazoo trial to determine the apportionment of liability amongst PRPs took place between September and December 2015. On 29 March 2018, Judge Jonker ordered that NCR pay 40% of Georgia-Pacific past costs (around US$22 million (approximately £16.2 million)). The question of future remediation costs was not determined.

 

136


124.

The parties commenced appeal proceedings against the judgment in July 2018. NCR also agreed an appeal bond with Georgia-Pacific to prevent enforcement of the judgment while it remained subject to appeal.

 

125.

On 11 December 2019, NCR announced that it had entered into a Consent Decree with the U.S. Government and the State of Michigan, pursuant to which it assumed liability for certain remediation work at the Kalamazoo River. This Consent Decree was approved by the District Court for the Western District of Michigan on 2 December 2020. The payments to be made on the face of the Consent Decree in respect of such work total approximately US$245 million (approximately £181 million). The Consent Decree also provides for the withdrawal of NCR’s appeal against Georgia-Pacific, and payment by NCR of the outstanding judgment against it of approximately US$20 million (approximately £14.8 million) to Georgia-Pacific.

 

126.

The quantum of the clean-up costs for the Kalamazoo River is presently unclear. It may well exceed the amounts which are payable on the face of the Consent Decree.

 

127.

It is anticipated that NCR will look to Industries to pay 60% of any sums NCR becomes liable to pay pursuant to the Consent Decree on the basis, it would be asserted, that the river constitutes a ‘Future Site’ for the purposes of the Settlement Agreement. The Funding Agreement described above does not resolve any such claims, but does provide an agreed mechanism pursuant to which any surplus from the valuable recoveries of any third-party claims that remains after all Fox River-related clean-up costs have been paid and Industries and NCR have been made whole may be applied towards Kalamazoo clean-up costs, in the event that NCR were to be successful in any claim for a portion of them from Industries or Appvion (subject to Appvion’s cap, described below). Industries has defences to any claims made by NCR in relation to the Kalamazoo River. No such claims have been made against Industries.

 

128.

Industries also anticipates that NCR may seek to recover from Appvion (subject to a cap of US$25 million (approximately £18.5 million)) for ‘Future Sites’ under the Funding Agreement. The basis of the recovery would be the same as any demand NCR may make on Industries. Appvion entered Chapter 11 bankruptcy protection on 1 October 2017. The effect of the Chapter 11 proceedings on Appvion’s liability for Future Sites payments under the Funding Agreement is currently uncertain.

 

129.

As detailed above, Industries is taking active steps to protect its interests, including seeking to procure the repayment of the Windward dividends, pursuing the other valuable claims that are now within its control, and working with the other parties to the Funding Agreement to maximise recoveries from third parties with a view to ensuring that amounts funded towards clean-up related costs are later recouped under the agreed repayment mechanisms under the Funding Agreement.

Other environmental matters

130.

Reynolds American and its subsidiaries are subject to federal, state and local environmental laws and regulations concerning the discharge, storage, handling and disposal of hazardous or toxic substances. Such laws and regulations provide for significant fines, penalties and liabilities, sometimes without regard to whether the owner or operator of the property or facility knew of, or was responsible for, the release or presence of hazardous or toxic substances. In addition, third parties may make claims against owners or operators of properties for personal injuries and property damage associated with releases of hazardous or toxic substances. In the past, RJRT has been named a PRP with third parties under CERCLA with respect to several superfund sites. Reynolds American and its subsidiaries are not aware of any current environmental matters that are expected to have a material adverse effect on the business, results of operations or financial position of Reynolds American or its subsidiaries.

Criminal investigations

131.

From time to time, the Group investigates, and becomes aware of governmental authorities’ investigations into, allegations of misconduct against Group companies. The Group cooperates with the authorities’ investigations, where appropriate, including with the DOJ and OFAC in the United States, which are conducting an investigation into suspicions of breach of sanctions.

 

137


132.

Potential fines, penalties or other consequences cannot currently be assessed. As the investigations are ongoing, it is not possible to identify the timescale in which these matters might be resolved.

Closed litigation matters

133.

The following matters on which the Company reported in the contingent liabilities and financial commitments note 27 to the Company’s 2020 financial statements have been dismissed, concluded or resolved as noted below:

 

Matter

 

 

Jurisdiction

 

 

Companies named
as Defendants

 

 

Description

 

 

Disposition

 

Vuse Litigation (Illinois School Districts)   U.S.   Reynolds American, RJR Vapor, the Company, Lorillard LLC and LOEC Inc.   Public Nuisance   Voluntary dismissal by plaintiff
Brazil Associação de Defesa da Saúde do Fumante class action   Brazil   Souza Cruz   Class action   Superior Court of Justice certified decision in favour of defendants
UK Serious Fraud Office (SFO) investigation   UK   The Company, its subsidiaries, and associated persons   Investigation   SFO’s announcement that the investigation had been closed
Perry   U.S.   Investments   Individual case   Dormant/closed
Antimonopoly Committee of Ukraine   Ukraine   British American Tobacco Sales & Marketing Ukraine Limited Liability Company   Competition investigation   Judgment of Supreme Court of Ukraine

General Litigation Conclusion

134.

While it is impossible to be certain of the outcome of any particular case or of the amount of any possible adverse verdict, the Group believes that the defences of the Group’s companies to all these various claims are meritorious on both the law and the facts, and a vigorous defence is being made everywhere.

 

135.

As indicated above, on 1 March 2019 the Quebec Court of Appeal released its appeal judgment. The trial judgment was largely upheld by a unanimous decision of the five-member panel including the requirement that the defendants deposit the initial deposits in their solicitors’ trust accounts within 60 days. This is the only executory aspect of the judgment. In these circumstances we are of the view that it is more likely than not that there will be an outlay and it is reasonably estimable at CAD $758 million (approximately £443 million), the amount of the initial deposit paid into court. If further adverse judgments are entered against any of the Group’s companies in any case, avenues of appeal will be pursued. Such appeals could require the appellants to post appeal bonds or substitute security (as has been necessary in Quebec) in amounts which could in some cases equal or exceed the amount of the judgment. At least in the aggregate, and despite the quality of defences available to the Group, it is not impossible that the Group’s results of operations or cash flows in any particular period could be materially adversely affected by the impact of a significant increase in litigation, difficulties in obtaining the bonding required to stay execution of judgments on appeal, or any final outcome of any particular litigation.

 

136.

Having regard to all these matters, with the exception of the Quebec Class Actions, Fox River and certain Engle progeny cases identified above, the Group does not consider it appropriate to make any provision in respect of any pending litigation because the likelihood of any resulting material loss, on an individual case basis, is not considered probable and/or the amount of any such loss cannot be reasonably estimated. Notwithstanding the negative decision in the Quebec Class Actions, the Group does not believe that the ultimate outcome of this litigation will significantly impair the Group’s financial condition. If the facts and circumstances change and result in further unfavourable outcomes in the pending litigation, then there could be a material impact on the financial statements of the Group.

Other contingencies

137.

JTI Indemnities. By a purchase agreement dated 9 March 1999, amended and restated as of 11 May 1999, referred to as the 1999 Purchase Agreement, R.J. Reynolds Tobacco Holdings, Inc. (RJR) and RJRT sold their international tobacco business to JTI. Under the 1999 Purchase Agreement, RJR and RJRT retained certain liabilities relating to the international tobacco business sold to JTI, and agreed to indemnify JTI against: (i) any liabilities, costs and expenses arising out of the imposition or assessment of any tax with respect to the international tobacco business arising prior to the sale, other than as reflected on the closing balance sheet; (ii) any liabilities, costs and expenses that JTI or any of its

 

138


 

affiliates, including the acquired entities, may incur after the sale with respect to any of RJR’s or RJRT’s employee benefit and welfare plans; and (iii) any liabilities, costs and expenses incurred by JTI or any of its affiliates arising out of certain activities of Northern Brands.

 

138.

RJRT has received claims for indemnification from JTI, and several of these have been resolved. Although RJR and RJRT recognise that, under certain circumstances, they may have other unresolved indemnification obligations to JTI under the 1999 Purchase Agreement, RJR and RJRT disagree what circumstances described in such claims give rise to any indemnification obligations by RJR and RJRT and the nature and extent of any such obligation. RJR and RJRT have conveyed their position to JTI, and the parties have agreed to resolve their differences at a later date.

 

139.

ITG Indemnity. In the Divestiture, Reynolds American agreed to defend and indemnify, subject to certain conditions and limitations, ITG in connection with claims relating to the purchase or use of one or more of the Winston, Kool, Salem or Maverick cigarette brands on or before 12 June 2015, as well as in actions filed before 13 June 2023, relating to the purchase or use of one or more of the Winston, Kool, Salem or Maverick cigarette brands. In the purchase agreement relating to the Divestiture, ITG agreed to defend and indemnify, subject to certain conditions and limitations, Reynolds American and its affiliates in connection with claims relating to the purchase or use of ‘blu’ brand e-cigarettes. ITG also agreed to defend and indemnify, subject to certain conditions and limitations, Reynolds American and its affiliates in actions filed after 12 June 2023, relating to the purchase or use of one or more of the Winston, Kool, Salem or Maverick cigarette brands after 12 June 2015. ITG has tendered a number of actions to Reynolds American under the terms of this indemnity, and Reynolds American has, subject to a reservation of rights, agreed to defend and indemnify ITG pursuant to the terms of the indemnity. Reynolds American has tendered an action to ITG under the terms of this indemnity, and ITG has, subject to a reservation of rights, agreed to defend and indemnify Reynolds American and its affiliates pursuant to the terms of the indemnity. These claims are substantially similar in nature and extent to claims asserted directly against RJRT in similar actions.

 

140.

Loews Indemnity. In 2008, Loews Corporation (Loews), entered into an agreement with Lorillard Inc., Lorillard Tobacco, and certain of their affiliates, which agreement is referred to as the ‘Separation Agreement’. In the Separation Agreement, Lorillard agreed to indemnify Loews and its officers, directors, employees and agents against all costs and expenses arising out of third-party claims (including, without limitation, attorneys’ fees, interest, penalties and costs of investigation or preparation of defence), judgments, fines, losses, claims, damages, liabilities, taxes, demands, assessments, and amounts paid in settlement based on, arising out of or resulting from, among other things, Loews’ ownership of or the operation of Lorillard and its assets and properties, and its operation or conduct of its businesses at any time prior to or following the separation of Lorillard and Loews (including with respect to any product liability claims). Loews is a defendant in three pending product liability actions, each of which is a putative class action. Pursuant to the Separation Agreement, Lorillard is required to indemnify Loews for the amount of any losses and any legal or other fees with respect to such cases. Following the closing of the Lorillard merger, RJRT assumed Lorillard’s obligations under the Separation Agreement as was required under the Separation Agreement.

 

141.

SFRTI Indemnity. In connection with the 13 January 2016 sale by Reynolds American of the international rights to the Natural American Spirit brand name and associated trademarks, along with SFR Tobacco International GmbH (SFRTI) and other international companies that distributed and marketed the brand outside the United States, to JT International Holding BV (JTI Holding), each of SFNTC, R. J. Reynolds Global Products, Inc., and R. J. Reynolds Tobacco B.V. agreed to indemnify JTI Holding against, among other things, any liabilities, costs, and expenses relating to actions (i) commenced on or before (a) 13 January 2019, to the extent relating to alleged personal injuries, and (b) in all other cases, 13 January 2021; (ii) brought by (a) a governmental authority to enforce legislation implementing European Union Directive 2001/37/EC or European Directive 2014/40/EU or (b) consumers or a consumer association; and (iii) arising out of any statement or claim (a) made on or before 13 January 2016, (b) by any company sold to JTI Holding in the transaction, (c) concerning Natural American Spirit brand products consumed or intended to be consumed outside of the United States and (d) that the Natural American Spirit brand product is natural, organic, or additive-free. Under the terms of this indemnity, JTI has requested indemnification from Santa Fe Natural Tobacco Company Germany GmbH (SFNTCG) in connection with an audit of SFNTCG relating to transfer pricing for the tax years 2007 to 2010 and 2012 to 2015. SFNTCG contests the audit results. The amount in dispute is approximately 21 million plus interest (approximately £17.6 million).

 

139


142.

Indemnification of Distributors and Retailers. RJRT, Lorillard Tobacco, SFNTC, American Snuff Co. and RJR Vapor have entered into agreements to indemnify certain distributors and retailers from liability and related defence costs arising out of the sale or distribution of their products. Additionally, SFNTC has entered into an agreement to indemnify a supplier from liability and related defence costs arising out of the sale or use of SFNTC’s products. The cost has been, and is expected to be, insignificant. RJRT, SFNTC, American Snuff Co. and RJR Vapor believe that the indemnified claims are substantially similar in nature and extent to the claims that they are already exposed to by virtue of their having manufactured those products.

 

143.

Except as otherwise noted above, Reynolds American is not able to estimate the maximum potential of future payments, if any, related to these indemnification obligations.

 

144.

Competition Investigations. There are instances where Group companies are cooperating with relevant national competition authorities in relation to ongoing competition law investigations and/or engaged in legal proceedings at the appellate level, including (amongst others) in the Netherlands.

Tax disputes

The Group has exposures in respect of the payment or recovery of a number of taxes. The Group is and has been subject to a number of tax audits covering, amongst others, excise tax, value added taxes, sales taxes, corporate taxes, withholding taxes and payroll taxes.

The estimated costs of known tax obligations have been provided in these accounts in accordance with the Group’s accounting policies. In some countries, tax law requires that full or part payment of disputed tax assessments be made pending resolution of the dispute. To the extent that such payments exceed the estimated obligation, they would not be recognised as an expense. While the amounts that may be payable or receivable in relation to tax disputes could be material to the results or cash flows of the Group in the period in which they are recognised, the Board does not expect these amounts to have a material effect on the Group’s financial condition.

The following matters are in or may proceed to litigation:

Corporate taxes

Brazil

The Brazilian Federal Tax Authority has filed claims against Souza Cruz seeking to reassess the profits of overseas subsidiaries to corporate income tax and social contribution tax. The reassessments are for the years 2004 until and including 2012 for a total amount of BRL1,813 million (£240 million) to cover tax, interest and penalties.

Souza Cruz appealed all reassessments. Regarding the first assessments (2004-2006), Souza Cruz’s appeals were rejected by the ultimate Administrative Court after which Souza Cruz filed two lawsuits with the Judicial Court to appeal the reassessments. The judgment in respect of the reassessment of corporate income tax has been decided in favour of Souza Cruz by the first level of the Judicial Court and Souza Cruz is waiting to see whether the Brazilian Tax Authorities will appeal the judgment. The lawsuit appealing the social contribution tax is pending judgment in the first level of the Judicial Court. The appeal against the second assessments (2007 and 2008) was upheld at the second tier tribunal and was closed. In 2015, a further reassessment for the same period (2007 and 2008) was raised after the five-year statute of limitation which has been appealed against.

Souza Cruz received further reassessments in 2014 for the 2009 calendar year and in 2015 an assessment for the 2010 calendar year. Souza Cruz appealed both the reassessments in full. In December 2016, assessments were received for the calendar years 2011 and 2012 which have also been appealed.

Netherlands

The Dutch tax authority has issued a number of assessments on various issues across the years 2003-2016 in relation to various intra-group transactions. The assessments amount to an aggregate net liability across these periods of £1,146 million covering tax, interest and penalties. The Group has appealed against the assessments in full.

 

140


The Group believes that its companies have meritorious defences in law and fact in each of the above matters and intends to pursue each dispute through the judicial system as necessary. The Group does not consider it appropriate to make provision for these amounts nor for any potential further amounts which may be assessed in relation to these matters in subsequent years.

Indirect and other taxes

Bangladesh

On 25 July 2018, the Appellate Division of the Supreme Court of Bangladesh has reversed the decision of the High Court Division against British American Tobacco Bangladesh Company Limited (BATB) in respect of the retrospective demands for VAT and Supplementary Duty amounting to approximately £154 million. On 3 February 2020, the certified Court Order was received. The Government filed a Review Petition on 25 March 2020 in the Appellate Division of the Supreme Court of Bangladesh against the judgment. On 9 December 2021, the review petitions were heard and the Appellate Division of the Supreme Court of Bangladesh dismissed the review petitions filed by the National Board of Revenue (NBR) which resulted in BATB wining the cases against the NBR.

In addition, in 2017, NBR passed a discriminatory special order fixing BDT 27 for local brands and BDT 35 for foreign brand cigarettes. After NBR passed the special order, it was highlighted to the Government that it was against the principles of foreign direct investment and against WTO practice. Subsequently, the Finance Minister directed that no action should be taken in this regard until the different issues raised were finalised. Later in 2018, the special order itself was repealed. AKTC (a local Bangladeshi tobacco manufacturer) filed a case against NBR to get a direction from the Court to implement the special order and reserve low segment for local industries. The judgment in the AKTC case was passed by the High Court Division verbally on 21 September 2020. The judgment revived the discriminatory regime of VAT and Supplementary Duty (SD) between local and international/imported brands for the fiscal year 2017 – 2018. In light of the judgment, the Large Taxpayers’ Unit (LTU) of National Board of Revenue by a notice asked BATB to show cause as to why BATB believed it should not be liable to pay £210 million as unpaid VAT and SD. Challenging the judgment, BATB filed and moved an appeal (known as the Civil Miscellaneous Petition for Leave to Appeal) before the Appellate Division of the Supreme Court of Bangladesh. On a preliminary hearing on 4 October 2020, the Appellate Division Judge in Chamber stayed operation of the judgment for eight weeks as an interim measure.

Since the judgment has been stayed, the operation of the show cause notice shall also be deemed to have been stayed. BATB has formally notified LTU of this on 12 October 2020. In the meantime, the judgment will remain stayed.

On 20 December 2020, BATB filed a Civil Petition for Leave to Appeal as directed by the Appellate Division Judge in Chamber. The judgment passed by the High Court Division will continue to remain stayed while the appeal remains pending at the Appellate Division of the Supreme Court of Bangladesh. So far, the appeal has not been listed for hearing.

Egypt

British American Tobacco Egypt LLC (BAT Egypt) is subject to two ongoing civil cases concerning the imposition of sales tax on low-price category brands brought by the Egyptian tax authority for £88 million. Management believes that the tax claims are unfounded and has appealed the tax claims. These cases are under review by the Council of State. During hearings in August 2020, the courts decided, in both cases, to transfer the files to court appointed experts. One case (pertaining to the period from May 2008 to February 2009) was referred to a court-appointed expert who filed a report in January 2022. A hearing date has not yet been set. In the other case (pertaining to the period from March 2009 to June 2010), the expert has concluded his report and filed it with the court. In May 2021, a judgment was issued which acquitted BAT Egypt from all amounts related only to the period from March 2009 to October 2009. An appeal has been submitted to the Supreme Administrative Court to extend the acquittal to the rest of the disputed period. The appeal process is expected to take approximately two years.

South Korea

In 2016, the Board of Audit and Inspection of Korea (BAI) concluded its tax assessment in relation to the 2014 year-end tobacco inventory, and imposed additional national excise, local excise, VAT taxes and penalties. This resulted in the recognition of a KRW 80.7 billion (approximately £50 million) charge by Group subsidiaries, BAT Korea Ltd., Rothmans Far East B.V. Korea Branch Office and BAT Korea Manufacturing Ltd. Management deems the tax and penalties to be unfounded and has appealed to the tax tribunal against the assessment. On grounds of materiality and the likelihood of the tax and penalties being reversed in future, the Group classified the tax and penalties charge as an adjusting item in 2016.

 

141


On 23 August 2019, the trial court ruled in favour of Rothmans Far East B.V. Korea Branch Office on KRW 6.7 billion (approximately £4 million), the VAT portion of the assessment; appeals on the other elements of the assessment are still pending at Appeals Court. The Korean government appealed the ruling on 16 September 2019. On 16 April 2021 the Court of Appeals affirmed the ruling of the Trial Court. The government immediately appealed to the Supreme Court and the Supreme Court also affirmed the ruling of the Appeals Court on 26 August 2021. On 16 September 2021, Rothmans Far East B.V. Korea Branch Office duly received the amount litigated (VAT portion) including statutory interests (note 6).

Turkey

In Turkey, British American Tobacco Tutun Mamulleri Sanayi ve Ticaret Anonim Sirketi (BAT Tutun) was subject to a series of tax audits mainly on inventory movements for the years 2015, 2016 and 2019. The final audit reports sought retrospective payment of additional tax with interest and penalties mostly based on alleged illegitimate intra-group forestalling relating to finished goods giving rise to further excise tax. In 2020 and 2021, BAT Tutun received a total tax assessment amounting to TRY 2.7 billion (approximately £151 million), of which, TRY 2.1 billion (approximately £120 million) related to tax and penalties and TRY 0.6 billion (approximately £31 million) related to late payment interest. In August 2021, BAT Tutun applied under the relevant tax amnesty law to settle its retrospective tax assessments. Based on the settlement through the tax amnesty procedure, BAT Tutun agreed to pay £47 million in 18 instalments from 1 November 2021 until 31 July 2024.

Brazil

On 15 March 2017, the Brazilian Supreme Court ruled that for all taxpayers VAT (ICMS) should not be included in the calculation of social contribution taxes (PIS/Cofins) which are levied based on revenue. On 13 May 2021, the Supreme Court modulated the effects of the first decision handed down in 2017, stating that the taxpayers who filed a lawsuit by 15 March 2017 will be able to recover credits from the past five years.

The Group’s Brazilian subsidiary, Souza Cruz, had filed an individual lawsuit to establish that it had overpaid taxes to the government. Based on favourable court decisions in 2020 and 2019 the Group has recognised £5 million in 2021 (2020: £58 million; 2019: £86 million) in other income representing management’s best estimate of the amounts likely to be recovered at this time with the potential for further amounts in future periods.

If the ruling were to be enacted retrospectively for a period of five years, the potential asset is estimated to be around £480 million. During 2021, £130 million of the unrecognised contingent asset was sold to financial institutions for £45 million.

Commitments in relation to service contracts, non-capitalised leases

The total future minimum payments under non-cancellable service contracts based on when payments fall due:

 

    

2021

£m

           

2020

£m

 

Service contracts

        

Within one year

     41           63  

Between one and five years

     81           17  

Beyond five years

     5           6  
                 127                       86  
                    

Financial commitments arising from short-term leases and leases of low-value assets that are not capitalised under IFRS 16 Leases are £7 million (2020: £6 million) for property and £19 million (2020: £3 million) for plant, equipment and other assets.

 

142


32 Interests in subsidiaries

Subsidiaries with material non-controlling interests

Until 2020, non-controlling interests principally arise from the Group’s listed investment in Malaysia (British American Tobacco (Malaysia) Berhad). But due to difficult trading conditions, as mentioned in note 12, the non-controlling interest in Malaysia is no longer material to the Group and is not disclosed anymore.

In 2021, non-controlling interests principally arise from the Group’s listed investment in Bangladesh (British American Tobacco Bangladesh Company Limited) where the Group held 72.91% in 2021, 2020 and 2019. Summarised financial information for Bangladesh is shown below as required by IFRS 12 Disclosure of interest in other entities. No adjustments have been made to the information below for the elimination of intercompany transactions and balances with the rest of the Group.

 

Summarised financial information   

2021

£m

           

2020

£m

           

2019

£m

 

Revenue

     640            553            527   

Profit for the year

     127            101            86   

Attributable to non-controlling interests

     34            27            23   
                                

Total comprehensive income

     127            91            70   

Attributable to non-controlling interests

     34            25            19   
                                

Dividends paid to non-controlling interests

     (28)           (31)           (8)  
                                

Summary net assets:

              

Non-current assets

     303            271            287   

Current assets

     345            271            241   

Non-current liabilities

     70            58            65   

Current liabilities

     262            190            144   

Total equity at the end of the year

     316            294            319   

– Attributable to non-controlling interests

     86            80            86   
                                

Net cash generated from operating activities

     52            137            140   

Net cash used in investing activities

     (26)           (11)           (51)  

Net cash used in financing activities

     (55)           (111)           (75)  

Differences on exchange

                           (1)                       (1)  

(Decrease)/increase in net cash and cash equivalents

                 (29)           14            13   

Net cash and cash equivalents at 1 January

     30            16             

Net cash and cash equivalents at 31 December

               30            16   
                                

 

143


Subsidiaries subject to restrictions:

As a result of the Group’s Canadian subsidiary, Imperial Tobacco Canada (ITCAN), entering CCAA protection, the assets of ITCAN are subject to restrictions. The table below summarises the assets and liabilities of ITCAN:

 

Summarised financial information   

2021

£m

          

2020

£m

 

Non-current assets

     2,403          2,354  

Current assets

     1,630          1,251  

Non-current liabilities

     (109        (132

Current liabilities

     (479        (528
     3,445          2,945  
                   

Under the terms of CCAA, the court has appointed FTI Consulting Canada Inc. to act as a monitor. This monitor has no operational input and is not involved in the management of the business. The Group considers that ITCAN continues to meet the requirements of IFRS 10 Consolidated Financial Statements, and, until such requirements are not met, the Group will continue to consolidate the results of ITCAN.

Whilst the Group continues to control the operations of its Canadian subsidiary, there are restrictions over the ability to access or use certain assets including the ability to remit dividends. Included in non-current assets for 2021 and 2020 is goodwill of £2.3 billion subject to impairment reviews (note 12). Included in current liabilities are trade and other payables of £341 million (2020: £284 million), the majority of which are amounts payable in respect of duties and excise. A breakdown of current assets has been provided below.

 

    

2021

£m

           

2020

£m

 

Cash and cash equivalents*

     1,114           992  

Inventory

     126           114  

Investments held at fair value

     351           115  

Other

     39           30  
     1,630           1,251  
                    

 

*

Cash and cash equivalents above include £1,024 million (2020: £878 million) of restricted cash and cash equivalents. The Group defines restricted cash and cash equivalents as where there are significant restrictions on its ability to access or use the assets and settle the liabilities of the Group, but excludes cash and cash equivalents where there are also outstanding local currency borrowings or where there is an outstanding excise liability. In addition, dividends payable would also be excluded from restricted cash and cash equivalents if the dividend has been approved by the necessary regulatory channels.

Refer to note 31 for information on the Quebec Class Actions.

Other shareholdings

At 31 December 2021, the Group holds almost 100% (2020: 92%) of the equity shares of PT Bentoel Internasional Investama Tbk (Bentoel). In 2011, the Group sold 984 million shares, representing approximately 14% of Bentoel’s share capital, for the purposes of fulfilling certain obligations pursuant to Bapepam LK (Indonesia) takeover regulations. The Group simultaneously entered into a total return swap on 971 million of the shares. In June 2016, the Group and other investors participated in a rights issue by Bentoel, with the Group increasing its stake in Bentoel to 92%. Simultaneously, the Group amended the total return swap to take account of an additional 1,684 million shares with the shares subject to the total return swap representing 7% of Bentoel’s issued capital. While the Group did not have legal ownership of these shares, it retained the risks and rewards associated with them which resulted in the Group continuing to recognise an effective interest in 99% of Bentoel’s net assets and results. As explained in note 30, on 5 October 2021, Bentoel announced its intention to delist from the Indonesia Stock Exchange and go private by conducting a Voluntary Tender Offer (VTO). As part of this process, the Group terminated the total return swap, with legal ownership of the shares being reacquired by the Group. The process is on-going and is expected to conclude in the early part of 2022, with no material impact to the Group.

Refer to note 14 for information on the Group’s 42% investment in Tisak d.d..

 

144


33 Summarised financial information

The following summarised financial information is required by the rules of the Securities and Exchange Commission and has been prepared as a requirement of the Regulation S-X 3-10 in respect of the guarantees of:

The financial information relates to the guarantees of:

 

   

US$12.35 billion of outstanding bonds issued by B.A.T Capital Corporation (BATCAP) in connection with the acquisition of Reynolds American Inc. (Reynolds American), including registered bonds issued in exchange for the initially issued bonds (the 2017 Bonds);

 

   

US$10.65 billion of outstanding bonds issued by BATCAP pursuant to the Shelf Registration Statement on Form F-3 filed on July 17, 2019, pursuant to which BATCAP or BATIF may issue an indefinite amount of debt securities; and

 

   

US$1.50 billion of outstanding bonds issued by BATIF pursuant to the Shelf Registration Statement on Form F-3 filed on July 17, 2019, pursuant to which BATCAP or BATIF may issue an indefinite amount of debt securities.

As of July 28, 2020, all relevant Group entities suspended their reporting obligations with respect to the US$7.7 billion (2020: US$7.7 billion) of Reynolds American unsecured notes and US$40.9 million (2020: US$40.9 million) of Lorillard unsecured notes. As such, no summarised financial information is provided with respect to these securities.

As described below, Reynolds American is a subsidiary guarantor of all outstanding series of BATCAP and BATIF bonds. Under the terms of the indentures governing such notes, any subsidiary guarantor (including Reynolds American) other than BATCAP or BATIF, as applicable, BATNF and BATHTN, will automatically and unconditionally be released from all obligations under its guarantee, and such guarantee shall thereupon terminate and be discharged and of no further force or effect, in the event that (1) its guarantee of all then outstanding notes issued under the Group’s EMTN Programme is released or (2) at substantially the same time its guarantee of the debt securities is terminated, such subsidiary guarantor is released from all obligations in respect of indebtedness for borrowed money for which such subsidiary guarantor is an obligor (as a guarantor or borrower). Under the EMTN Programme, Reynolds American’s guarantee is released if at any time the aggregate amount of indebtedness for borrowed money, subject to certain exceptions, for which Reynolds American is an obligor does not exceed 10% of the outstanding long-term debt of BAT as reflected in the balance sheet included in BAT’s most recent publicly released interim or annual consolidated financial statements.

Reynolds American’s guarantee may be released notwithstanding Reynolds American guaranteeing other indebtedness, provided Reynolds American’s guarantee of outstanding notes issued under the EMTN Programme is released. If Reynolds American’s guarantee is released, BAT is not required to replace such guarantee, and the debt securities will have the benefit of fewer subsidiary guarantees for the remaining maturity of the debt securities.

Note: The following summarised financial information report the unconsolidated contribution of each applicable company to the Group’s consolidated results and not the separate financial statements for each applicable company as local financial statements are prepared in accordance with local legislative requirements and may differ from the financial information provided below. In particular, in respect of the U.S. region, all financial statements and financial information provided by or with respect to the U.S. business or RAI (and/or RAI and its subsidiaries (collectively, the Reynolds Group)) are prepared on the basis of US GAAP and constitute the primary financial statements or financial information of the U.S. business or RAI (and/or the Reynolds 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 IFRS. To the extent any such financial information provided in these financial statements relates to the U.S. business or RAI (and/or the Reynolds Group), it is provided as an explanation of the U.S. business’s or RAI’s (and/or the Reynolds Group’s) primary US GAAP based financial statements and information.

 

145


The subsidiaries disclosed below are wholly-owned and the guarantees provided are full and unconditional, and joint and several:

 

  a.

British American Tobacco p.l.c. (as the parent guarantor), referred to as ‘BAT p.l.c.’ in the financials below;

 

  b.

B.A.T Capital Corporation (as an issuer or a subsidiary guarantor, as the case may be), referred to as ‘BATCAP’ in the financials below;

 

  c.

B.A.T. International Finance p.l.c. (as an issuer or a subsidiary guarantor, as the case may be), referred to as ‘BATIF’ in the financials below;

 

  d.

B.A.T. Netherlands Finance B.V. (as a subsidiary guarantor), referred to as ‘BATNF’ in the financials below;

 

  e.

Reynolds American Inc. (as a subsidiary guarantor), referred to as ‘RAI’ in the financials below; and

 

  f.

British American Tobacco Holdings (The Netherlands) B.V. (as a subsidiary guarantor of the 2017 Bonds only), referred to as ‘BATHTN’ in the financials below.

In accordance with Regulation S-X 13-01, information in respect of investments in subsidiaries that are not issuers or guarantors has been excluded from non-current assets as shown in the balance sheet table below. The ‘BATHTN’ column in the summarised financial information is only applicable in the context of the 2017 Bonds. British American Tobacco Holdings (The Netherlands) B.V. (BATHTN) is not an issuer nor guarantor of any of the other securities referenced in this note. None of the issuers or other guarantors has material balances with or an investment in BATHTN. Investments in subsidiaries represents share capital acquired in relation to or issued by subsidiary undertakings.

 

     Summarised Financial Information         
Year ended 31 December 2021                                      
     BAT p.l.c.     BATCAP     BATIF     BATNF      RAI     BATHTN  
     £m      £m      £m      £m       £m      £m   
Income Statement              

Revenue

     -       -       -       -        -       -  

(Loss)/profit from operations

     (111     (1     (2     -        3       -  

Dividend income

     6,200       -       -       -        4,827       164  

Net finance income/(costs)

     170       (43     63       1        (421     -  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Profit/(loss) before taxation

     6,259       (44     61       1        4,409       164  

Taxation on ordinary activities

     5       19       1       -        97       -  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
Profit/(loss) for the year      6,264       (25     62       1        4,506       164  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
Intercompany Transactions - Income Statement              

Transactions with non-issuer/non-guarantor subsidiaries (expense)/income

     (111     (1     (2     -        36       -  

Transactions with non-issuer/non-guarantor subsidiaries net finance (cost)/income

     (2     709       370       -        28       -  

Dividend income from non-issuer/non-guarantor subsidiaries

     6,200       -       -       -        4,827       164  

 

146


     Summarised Financial Information         
Year ended 31 December 2020                                      
     BAT p.l.c.     BATCAP     BATIF     BATNF      RAI     BATHTN  
     £m      £m      £m      £m       £m      £m   
Income Statement              

Revenue

     -       -       -       -        -       -  

Loss from operations

     (112     (1     (2     -        (5     -  

Dividend income

     5,050       -       -       -        4,845       224  

Net finance income/(costs)

     131       417       174       -        (758     1  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Profit before taxation

     5,069       416       172       -        4,082       225  

Taxation on ordinary activities

     (14     (101     4       -        170       -  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
Profit for the year      5,055       315       176       -        4,252       225  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 
Intercompany Transactions - Income Statement              

Transactions with non-issuer/non-guarantor subsidiaries (expense)/income

     (118     (1     4       -        22       -  

Transactions with non-issuer/non-guarantor subsidiaries net finance income

     5       996       747       -        32       -  

Dividend income from non-issuer/non-guarantor subsidiaries

     5,050       -       -       -        4,845       224  

 

147


     Summarised Financial Information  
As at 31 December 2021                                          
     BAT p.l.c.      BATCAP      BATIF      BATNF      RAI      BATHTN  
     £m        £m        £m        £m        £m        £m    
Balance Sheet                  
Non-current assets      1,916        18,192        4,986        1,417        357        75  
Current assets      8,443        3,583        35,772        21        1,033        19  
Non-current liabilities      9        17,024        13,667        1,417        8,778        19  

Non-current borrowings

     -        16,965        13,560        1,417        8,719        -  

Other non-current liabilities

     9        59        107        -        59        19  
Current liabilities      1,607        4,633        25,451        20        882        10  

Current borrowings

     1,580        4,602        25,081        20        263        10  

Other current liabilities

     27        31        370        -        619        -  
Intercompany Transactions - Balance Sheet                  
Amounts due from non-issuer/non-guarantor subsidiaries      8,405        14,999        38,539        -        1,360        19  
Amounts due to non-issuer/non-guarantor subsidiaries      -        3,006        20,422        -        48        9  
Investment in subsidiaries (that are not issuers or guarantors)      27,234        -        718        -        23,643        1,488  

 

148


     Summarised Financial Information  
As at 31 December 2020                                          
     BAT p.l.c.      BATCAP      BATIF      BATNF      RAI      BATHTN  
     £m        £m        £m        £m        £m        £m    
Balance Sheet                  
Non-current assets      236        18,991        10,332        1,509        402        26  
Current assets      7,070        3,404        30,601        22        268        15  
Non-current liabilities      1,580        17,867        15,326        1,509        8,885        6  

Non-current borrowings

     1,571        17,867        15,243        1,509        8,823        -  

Other non-current liabilities

     9        -        83        -        62        6  
Current liabilities      52        4,444        24,038        22        972        2  

Current borrowings

     9        4,329        23,478        22        200        1  

Other current liabilities

     43        115        560        -        772        1  
Intercompany Transactions - Balance Sheet                  
Amounts due from non-issuer/non-guarantor subsidiaries      7,031        16,088        38,761        -        620        15  
Amounts due to non-issuer/non-guarantor subsidiaries      3        3,139        19,550        -        62        1  
Investment in subsidiaries (that are not issuers or guarantors)      27,234        -        718        -        23,820        1,580  

 

149


Perpetual hybrid bonds

BAT p.l.c. has issued two 1 billion of perpetual hybrid bonds which have been classified as equity as there is no contractual obligation to either repay the principal or make payments of interest (note 22(d)).

BAT p.l.c.’s unconsolidated contribution to the Group’s consolidated equity results is shown below:

 

BAT p.l.c.

As at 31 December

   2021
£m
             2020
£m
 

Total equity

     35,977           32,908  

Share capital

     614                 614  

Share premium

     107           103  

Perpetual hybrid bonds

     1,685           -  

Other equity

     33,571                 32,191  

 

150


EX-99.2

Exhibit 99.2

Management’s report on internal control over financial reporting

Management, under the oversight of the Chief Executive and the Finance and Transformation Director, is responsible for establishing and maintaining adequate internal control over financial reporting for the Group. The Group’s internal control over financial reporting consists of processes which are designed to: provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Group’s financial statements for external reporting purposes in accordance with IFRS as issued by the IASB and UK-adopted international accounting standards; provide reasonable assurance that receipts and expenditure are made only in accordance with the authorisation of management; and provide reasonable assurance regarding the prevention or timely detection of any unauthorised acquisition, use or disposal of assets that could have a material effect on the consolidated financial statements.

As required by Section 404 of the Sarbanes-Oxley Act of 2002, management has assessed the effectiveness of the internal control over financial reporting (as defined in Rules 13(a)-13(f) and 15(d)-15(f) under the US Securities Exchange Act of 1934) based on the updated Internal Control- Integrated Framework issued by the Committee of Sponsoring Organisations of the Treadway Commission (COSO) (2013). Based on that assessment, management has determined that the Group’s internal control over financial reporting was effective as at 31 December 2021.

Any internal control framework, no matter how well designed, has inherent limitations, including the possibility of human error and the circumvention or overriding of controls and procedures and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with the policies or procedures may deteriorate.

KPMG LLP, an independent registered public accounting firm, who also audit the Group’s consolidated financial statements, has audited the effectiveness of the Group’s internal control over financial reporting as at 31 December 2021.

Changes in internal control over financial reporting

During the period covered by this report, there were no changes in the Group’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect the effectiveness of internal control over financial reporting.