Exhibit 1
This announcement contains several forward-looking non-GAAP measures used by management to monitor the Group’s performance. For the 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 and other components of the Group’s results, including the revenue generated from combustibles, cannot be estimated with reasonable certainty due to, among other things, the impact of foreign exchange, pricing and volume, which could be significant, being highly variable. As such, no reconciliations for this forward-looking non-GAAP information are available.
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| 9 February 2023 – PRESS RELEASE / PRELIMINARY RESULTS |
| BRITISH AMERICAN TOBACCO p.l.c. |
| YEAR ENDED 31 DECEMBER 2022 |
New Category Acceleration Drives Profitability Forward To 2024 |
Jack Bowles, Chief Executive:
"We continue to accelerate our A Better TomorrowTM transformation at speed.
"Driven by our strong New Category momentum, (with revenue approaching £3bn), we are confident in our £5bn revenue target by 2025, and now expect New Category profitability in 2024, one year ahead of plan.
"Our New Category business delivered strong volume, revenue and market share growth and has become a significant contributor to the Group's financial delivery. In 2022, we invested more than £2bn in New Categories to drive long-term sustainable growth, while making excellent progress in reducing operating losses.
"While reported results were impacted by a number of one-off charges, we have demonstrated our ability to successfully navigate an increasingly challenging macro-economic environment. This enabled us to return £6.9bn to shareholders in 2022. I am proud of our people and their focus on delivery of our three strategic priorities, demonstrating once again the strength and resilience of our business.
"Looking forward, while we expect the macro-economic environment to remain challenging, we will continue to deliver and further accelerate our transformation. We will leverage our well-established multi-category brand portfolio, our new regional structure to enable even greater collaboration and accelerated decision-making and our new market archetype model to guide our strategic choices and resource allocation to further enhance returns.
"I am confident in BAT's ability to deliver long-term sustainable value for shareholders."
| | | | | | | | | | | | | | | | | | | | |
| PERFORMANCE HIGHLIGHTS | REPORTED | | ADJUSTED |
| Current | Vs 2021 | | Current | Vs 2021 |
| rates | (current) | | Rates | (current) | (constant) |
| | | | | | |
| Cigarette and THP volume share | | -10 bps | | | | |
| Cigarette and THP value share | | flat | | | | |
Non-Combustibles consumers1 | 22.5m | +4.2m | | | | |
| Revenue (£m) | £27,655m | +7.7% | | £27,655m | +7.7% | +2.3% |
| Revenue from New Categories (£m) | £2,894m | +40.9% | | £2,894m | +40.9% | +37.0% |
| Profit from operations (£m) | £10,523m | +2.8% | | £12,408m | +11.3% | +4.3% |
| Operating margin (%) | 38.1% | -170 bps | | +44.9% | +150 bps | +90 bps |
| Diluted EPS (pence) | 291.9p | -1.3% | | 371.4p | +12.9% | +5.8% |
| Net cash generated from operating activities (£m) | £10,394m | +7.0% | | | | |
Borrowings2 (£m) | £43,139m | +8.8% | | | | |
| Dividend per share (pence) | 230.9p | +6.0% | | | | |
The use of non-GAAP measures, including adjusting items and constant currencies, are further discussed from page 48, with reconciliation from the most comparable IFRS measure provided. Note – 1. Internal estimate. 2. Includes lease liabilities.
2023 OUTLOOK:
•Global tobacco industry volume expected to be down c.2%.
•Strong New Category revenue growth alongside incremental investment.
Jack Bowles, Chief Executive Statement
Transforming at speed
"In 2022, the business demonstrated once again that we are transforming BAT while delivering strong results.
"At the core of our strategy is our corporate purpose to build A Better TomorrowTM. This means offering a greater choice of enjoyable and less risky products*† for our consumers.
"Our results show that our strategy is working. We have strong, global New Category brands, targeted geographic expansion plans and an unwavering commitment to innovation that ensures we are delivering for the consumer. We now have 22.5 million consumers of non-combustible products and revenue from these products account for c.15% of Group revenue.
"Our people have always been one of our greatest strengths and this year that has never been more evident. Their focus and resolve in the face of global economic upheaval has ensured excellent progress against our three strategic priorities to deliver:
•a step change in New Categories performance;
•value from combustibles; and
•business simplification.
"Following a comprehensive strategic review, we have taken the decision to further simplify the Group, reducing the number of regions and business units1. At the same time, our new operating model, centred around market archetypes, will enable us to prioritise our investments smartly and focus our activities and resource allocation to maximise returns. In addition, we expect to sell at least 20bn fewer cigarettes after completion of our phased exits of around 30 markets, further advancing our A Better TomorrowTM purpose.
"I am also pleased to confirm that we are in advanced discussions with a joint management-distributor consortium with a view to completing the transfer of our Russian and Belarusian businesses in 2023.
"In the Wellbeing and Stimulation space, we have made good progress in 2022, through our venturing unit, Btomorrow Ventures. In addition, in the cannabis space, we complemented our investment in Organigram with a non-controlling minority stake in Sanity Group and an investment in Charlotte’s Web. Together, these investments represent further steps in our exploration beyond tobacco and nicotine.
"With ESG being central to our strategy, further embedding our commitment to sustainability, we appointed our first Chief Sustainability Officer. In 2022, we were one of the first companies globally to implement a comprehensive Double Materiality Assessment, well ahead of regulatory requirements, providing insights to guide the business through 2023 and beyond.
"With the external environment becoming ever more complex, I am confident that BAT's proven resilience and performance will ensure we will capitalise on emerging opportunities as we continue to deliver value for stakeholders now and in the future."
Tadeu Marroco, Finance & Transformation Director's Statement
Continued delivery in a challenging macro-environment:
“Our 2022 full-year performance demonstrates that we are delivering and transforming at speed, driven by our multi-category portfolio of global brands. Having invested significantly, New Categories are now a meaningful contributor to Group results, delivering a strong improvement in profitability as New Category losses reduced.
"Our consumer-centric, multi-category approach is driving continued momentum in our New Categories, underpinned by our exciting pipeline of innovations and further geographic expansion, with our products now available in 60 countries globally, and around 90 category-market combinations. Our increasing scale is driving operating leverage, while further automation is reducing the cost of goods sold. In addition, our growing brand equity has enabled us to increase pricing on both devices and consumables in key markets. This strong momentum has enabled us to bring forward our New Category profitability target by one year to 2024.
"In combustibles, our targeted portfolio of brands across price tiers delivered a robust performance across APME, AmSSA and Europe driven by resilient volumes and strong pricing, partly offset by mainly geographic mix and the disposal of our Iranian business in August 2021. In the U.S., industry volumes were impacted by normalisation of consumption patterns post COVID-19 and growing macro-economic pressures in the second half of 2022. In addition, our volumes reflect the partial unwind of prior year inventory movements. Our combustibles value share in the U.S. grew by 10 bps, together with an excellent Vuse performance and a translational FX tailwind driving profit from operations up 11.5%. Adjusted profit from operations was up 3.5%, excluding higher adjusting items and translational FX.
"Group reported profit from operations was up 2.8%, with reported operating margin down 170 bps and reported diluted EPS down 1.3%. Our reported results were affected by a number of adjusting items including charges (£612 million) in respect of Russia and Belarus (described on page 33), a charge (£450 million) related to the investigation in respect of alleged historical breaches of sanctions (described on page 21) and other restructuring charges (£771 million) largely related to Project Quantum. These were more than offset by a translational foreign exchange tailwind and a net credit in Brazil (£460 million) in relation of historical VAT on social contributions. "We are successfully navigating the challenging external environment, delivering 150 bps adjusted operating margin growth, while absorbing a 1.5% impact from transactional foreign exchange. This was driven by our increased agility and resilience, in addition to £1.9 billion annualised savings from Project Quantum, delivering well ahead of our original target of £1bn annualised savings by the end of 2022. Adjusted profit from operations increased 11.3% (or 4.3% at constant currency) with adjusted diluted EPS up 12.9%, or 5.8% at constant currency, delivering at the top end of our mid-single digit guidance.
"Our business is highly cash generative.
"The Board reviews our capital allocation priorities taking into account the macro-economic environment and potential regulatory and litigation outcomes. At this time, the Board has decided to take a pragmatic approach. Given our incremental investment plans in 2023 to further accelerate our transformation, and in light of the uncertain macro environment, higher interest rates, outstanding litigation and regulatory matters, the Board has decided to prioritise strengthening the balance sheet. This will provide greater business resilience while continuing to support future financial agility, as we aim to reduce leverage. In line with our progressive dividend policy, the dividend will increase by 6.0% to 230.9p.
"We strongly believe that share buy-backs have an important role to play within our capital allocation framework, and we will continue to keep it under review as we progress through the year.
"Liquidity remains strong with average debt maturity close to 10 years, and a fixed debt-profile of over 95%, with a current rating of Baa2 (stable outlook)/BBB+ (negative outlook)**.
"We are in our "Faster Transformation" phase, driven by our well-established consumer-centric, multi-category strategy, strong portfolio of global brands and our resilient, highly cash generative business. This will enable us to further invest in and accelerate the transformation of our business, as we continue to build A Better TomorrowTM.”
* Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free and are addictive.
** 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.
† Our vapour product Vuse (including Alto, Solo, Ciro and Vibe), and certain products, including Velo, Grizzly, Kodiak, and Camel Snus, 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. 1. Subject to applicable information and consultation requirements in some jurisdictions.
GROUP OPERATING REVIEW
TOTAL GROUP VOLUME AND REVENUE
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For years ended 31 December | Volume (unit) | Revenue (£m) |
| | Reported | | At constant rates |
| 2022 | Change | 2022 | 2021 | Change | | FX | 2022 cc | 2021 | Change |
| Unit | % | £m | £m | % | | £m | £m | £m | % |
New Categories | | | 2,894 | | 2,054 | | +40.9% | | (81) | | 2,813 | | 2,054 | | +37.0% |
Vapour (10ml units / pods mn) | 612 | | +14.3% | 1,436 | | 927 | | +54.9% | | (103) | | 1,333 | | 927 | | +43.8% |
THP (sticks bn) | 24.0 | | +25.6% | 1,060 | | 853 | | +24.3% | | 21 | | 1,081 | | 853 | | +26.7% |
Modern Oral (pouches mn) | 4,010 | | +21.7% | 398 | | 274 | | +45.3% | | 1 | | 399 | | 274 | | +45.6% |
Traditional Oral (stick eq bn) | 7.4 | | -8.3% | 1,209 | | 1,118 | | +8.2% | | (117) | | 1,092 | | 1,118 | | -2.3% |
| Total Non-Combustibles | | | 4,103 | | 3,172 | | +29.4% | | (198) | | 3,905 | | 3,172 | | +23.1% |
Cigarettes (sticks bn) | 605 | | -5.1% | | | | | | | | |
OTP incl RYO/MYO (stick eq bn) | 16 | | -10.3% | | | | | | | | |
| Total Combustibles | 621 | | -5.2% | 23,030 | | 22,029 | | +4.5% | | (1,142) | | 21,888 | | 22,029 | | -0.6% |
| Other | | | 522 | | 483 | | +7.6% | | (42) | | 480 | | 483 | | -0.8% |
| Total | | | 27,655 | | 25,684 | | +7.7% | | (1,382) | | 26,273 | | 25,684 | | +2.3% |
Cigarettes and THP (sticks bn) | 629 | | -4.2% | | | | | | | | |
Use of the term “cc” refers to the variance between the 2022 adjusted performance, at 2021 exchange rates, against the adjusted 2021 performance.
New Category consumables volume continues to grow and was up in all three categories. Cigarette volume declined 5.1% with cigarette volume share down 20 bps. While emerging markets began to recover from the impact of COVID-19 last year, including Cuba, Bangladesh, Brazil, and our GTR business, these effects were more than offset by volume decline in the U.S., Turkey and the sale of our Iranian business partway through 2021. Duty paid industry cigarette volume was down by circa 2%.
On a reported basis, revenue increased 7.7% to £27,655 million. Strong revenue growth in New Categories, up 40.9%, was supported by good cigarette pricing (partially offset by negative geographic mix), while value share was flat (compared to 2021). 2022 was negatively impacted by the full year impact of the sale of the Group's Iranian business, which completed midway through 2021, and the partial unwind of the 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 tailwind, revenue was up 2.3% on a constant currency basis.
Revenue from Non-Combustibles now represents 14.8% of Group revenue, up from 12.4% in 2021 (and 4.2% in 2017), reflecting strong New Category revenue growth of 40.9% (or 37.0% at constant rates of exchange).
PROFIT FROM OPERATIONS AND OPERATING MARGIN
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| For years ended 31 December | Reported PfO (£m) Operating Margin (%) | Adjusted PfO (£m) Adjusted Operating Margin (%) |
| 2022 | 2021 | Change | Adj | FX | 2022 cc | 2021 | Change |
| Profit from Operations (PfO) | 10,523 | | 10,234 | | +2.8 | % | 1,885 | | (782) | | 11,626 | | 11,150 | | +4.3 | % |
| Operating Margin | 38.1% | 39.8% | -170 bps | | | 44.3% | 43.4% | +90 bps |
Use of the term “cc” refers to the variance between the 2022 adjusted performance, at 2021 exchange rates, against the 2021 adjusted performance.
Profit from operations on a reported basis was up 2.8% at £10,523 million, with reported operating margin down 170 bps to 38.1%. A foreign exchange tailwind of 7.6%, due to the relative weakness of sterling against the Group's operating currencies, notably the US dollar, and lower losses from New Categories more than offset the impact of a number of one-off items. These were mainly charges of £612 million recognised in respect of the Group’s decision to transfer its Russian (and Belarusian) operations (as explained on pages 20 and 33), charges of £771 million largely related to the Group’s restructuring programme, Quantum (including the exit from Egypt and the factory closures in the U.S., Singapore and Switzerland), a charge of £79 million (related to the conclusion of the investigation into alleged violations of the Nigerian Competition and Consumer Protection Act and National Tobacco Control Act) and a potential liability of £450 million recognised in connection with the United States Department of Justice (DOJ) and the United States Department of the Treasury's Office of Foreign Assets Control (OFAC) investigations into alleged historical breaches of sanctions. These were partly offset by the recognition (in the second half of 2022) of £460 million in Brazil in relation to the calculation of VAT on social contributions in prior periods, as the litigation was successfully concluded in the year. Adjusted profit from operations and adjusted operating margin
Adjusted profit from operations at constant rates was up 4.3%, driven by revenue growth, an improvement in the financial performance of New Categories (as losses reduced) and £629 million of productivity savings driven by Quantum. These more than offset the negative impact of a soft U.S. combustible industry performance driven by stretched consumer affordability, the partial unwinding of the 2021 trade inventory movements in the U.S., the impact of the sale of the Group's Iranian business partway through 2021 and the absorption of a 1.5% transactional foreign exchange headwind in the period. Accordingly, adjusted operating margin was up 150 bps at current rates and 90 bps at constant rates of exchange.
GROUP OPERATING REVIEW
ESG PERFORMANCE
Our ESG Roadmap contains key goals and targets, metrics, current performance and prior-year comparatives.
| | | | | | | | | | | | | | | | | |
| l | Improvement/target met | l | Ongoing focus area | l | Significant improvement required |
| | | | | | | | | | | | | | | | | | | | | | | |
| | Goals and targets | Metrics | Performance tracking | Trend |
| Topic | 2022 | 2021 | 2020 |
| | | |
| Harm reduction | £5bn by 2025 - in revenue from New Categories | New Category revenues (£bn) | 2.9 | 2.1 | 1.4 | l |
50m by 2030 - consumers of our Non-Combustible products | No. of consumers (millions) | 22.5 | 18.3 | 13.5 | l |
| Climate change | Net Zero by 2050 across our value chain - comprising Scope 1, 2 & 3 Greenhouse Gas (GHG) emissions
50% CO2e emissions reduction by 2030 - across our value chain - comprising Scope 1, 2 & 3 GHG emissions1
Carbon neutral operations by 2030 comprising Scope 1 & 2 GHG emissions | Scope 1 & 2 (market based) CO2e emissions (thousand tonnes) | 420 | 495 | 541 | l |
Scope 1 & 2 CO2e emissions intensity (tonnes per £m revenue) | 15.2 | 19.3 | 20.0 | l |
% Scope 1 & 2 CO2e emissions reduction vs 2020 baseline | 22.3 | 8.4 | — | l |
Scope 3 CO2e emissions (thousand tonnes) including biogenic emissions and removals | — 2 | 5,243 | 5,614 | l |
| Circular economy | <1% waste to landfill by 2025 100% packaging reusable, recyclable or compostable by 2025 | % waste sent to landfill from direct operations | 4.90 | 8.70 | 8.90 | l |
| % packaging reusable, recyclable or compostable | 92 | | 92 | | 80 | | l |
| % markets selling Vuse and glo with Take-Back schemes | 100 | 100 | — | l |
| Biodiversity & ecosystems | No gross Deforestation of primary native forests in our tobacco, paper and pulp supply chains
Net Zero Deforestation by 2025 of managed natural forests in our tobacco, paper and pulp supply chains | % sources of wood used by our contracted farmers for curing fuels that are from sustainable sources | 99.99 | 99.89 | 99.70 | l |
| % paper and pulp volumes that is certified
as sourced sustainably | 94 | 89 | — | l |
| Water | 35% less water use by 2025
100% of operations sites Alliance for Water Stewardship certified by 2025 | % reduction in water withdrawn vs 2017 baseline | 33 | | 28 | | 23 | | l |
| % operations sites Alliance for Water Stewardship (AWS) certified | 36 | | 15 | — | l |
| Human rights3 | Zero child labour - aiming for zero incidents in our Tobacco Supply Chain by 2025 | % farms with incidents of child
labour identified | 0.38 | 0.70 | 0.50 | l |
| % incidents of child labour reported as resolved by the end of the growing season | 100 | 100 | 98.5 | l |
| Monitoring of supply chains | % farms monitored for child labour in our Tobacco Supply Chain | 99.99 | 99.91 | 99.70 | l |
| % product material and higher-risk indirect service suppliers having an independent labour audit within a three year cycle | 36.6 | 22.0 | — | l |
| Farmer livelihoods3 | Crop diversification supporting prosperous livelihoods | % farmers in our Tobacco Supply Chain reported to grow other crops for food or as additional sources of income | 92.8 | 95.6 | 93.4 | l |
| People, Diversity & Culture | Increase to 45% by 2025 proportion of women in management roles | % female representation in management roles | 41 | | 39 | | 38 | | l |
| Zero accidents - aiming for zero accidents Group-wide each year | Number of work-related accidents (including assaults) resulting in injury, causing absence of one shift or more | 83 | 95 | 114 | l |
| Lost Time Incident Rate (LTIR) | 0.19 | 0.20 | 0.22 | l |
Number of serious injuries and fatalities
to employees and contractors | 36 | 31 | 39 | l |
| Ethics & Integrity | 100% SoBC compliance - aiming for full adherence to our Standards of Business Conduct (SoBC) | Number of established SoBC breaches4 | 84 | 99 | 116 | l |
| Number of disciplinary actions taken as a result of established SoBC breaches that resulted in people leaving BAT | 58 | 46 | 54 | l |
| Responsible marketing | Full compliance - aiming for full compliance with marketing regulations | Incidents of non-compliance with marketing regulations resulting in a fine or penalty5 | 3 | — | — | _ |
Notes: For key terms see page 59. See 'Reporting Criteria' on www.bat.com/sustainabilityreport for more definitions. Environmental and Health & Safety data is reported for the period 1 December 2021 to 30 November 2022.
In 2022, BAT changed its CO2e emissions reduction baseline from 2017 to 2020, following SBTi approval of its near-term, 1.5°C-aligned, 2030 reduction target. 1. Compared to 2020 baseline. Comprises 50% reduction in Scope 1, 2 and 50% reduction in Scope 3 GHG (CO2e) emissions. Scope 3 emissions target includes purchased goods and services, upstream transportation and distribution, use of sold products and end-of-life treatment of sold products, which collectively comprised >90% of Scope 3 emissions in 2020. 2. Due to the complexity of consolidating and assuring Scope 3 data from our suppliers and value chain, Scope 3 data is reported one year later. 3. Our goals cover all tobacco used in our combustibles and THP products. Our metrics derive data from our annual Thrive assessment, which includes our directly contracted farmers and those of our strategic third party suppliers, representing over 80% of the tobacco purchased by volume in 2022 and defined in this preliminary announcement as 'Tobacco Supply Chain'. 4. Consistent with previous years' reporting, cases are not included in the above if they were not resolved at year-end. 5) This is a new GRI-aligned metric for FY2022, with a new reporting system. Although similar data exists for FY2021 & 2020, because the reporting methodology has changed, prior data is not directly comparable.
GROUP OPERATING REVIEW
ESG PERFORMANCE REVIEW
At the centre of our strategy is our corporate purpose to build A Better Tomorrow™ and reduce the health impact of our business.
2022 shows that our strategy is working. We have strong, global New Category brands, targeted geographic expansion plans and an unwavering commitment to innovation that means we are delivering for the consumer. As we deliver A Better Tomorrow™ and reduce the health impact of our business, we must also drive progress across all our other material ESG areas. In 2022, we appointed our first Chief Sustainability Officer (CSO) and implemented a new Double Materiality1 led approach to inform our Sustainability Agenda and drive continued embedding of sustainability in our strategy and in every business function.
BAT has continuously updated its reporting over the years, and this year marks another step forward, with a Combined Annual and ESG Report in 2022. We will report on the Principal Adverse Impact indicators of the EU SFDR and we are starting to align to draft standards for the CSRD, and looking towards US SEC plans on climate-related reporting and ISSB Sustainability Disclosure Standards2.
Harm Reduction: Multi-category strategy driving further progress
•Non-Combustible Product3 consumer acquisition of 4.2 million to 22.5 million; with Non-Combustibles now 14.8% of revenue
•New Categories revenue up 40.9% (or 37.0% at constant rates of exchange) with growth in all three categories
•Over 150 peer-reviewed papers published to date on our cutting-edge research into New Category products
Having launched our first Vapour product in 2013, 2023 marks 10 years of building our multi-category portfolio. We have developed a portfolio of less risky products3, 4, tailored to meet the evolving preferences of adult consumers. This portfolio is underpinned by over 150 peer-reviewed papers on our New Category product research, as well as R&D spend, which increased to £323 million in 2022, focused on New Category products. Across our three global New Category brands, we are seeing the benefits of our investments, driving sustainable growth while reducing operating losses.
Environment: Reduction in direct carbon emissions with renewable energy target achieved early
•Scope 1 & 2 GHG emissions reduced by 15.1% in 2022; achieved 2025 target of 30% renewable energy use three years early
•36% of operations sites now Alliance for Water Stewardship (AWS) certified, up 21 ppts; supporting our target of 100% by 2025
•Achieved CDP "A" for Climate Change; "A-" for Water and Forests
We drove a further reduction in Scope 1 & 2 emissions of 15.1% in 2022, supported by a decrease in direct energy consumption and an increase in renewable energy consumption - primarily through additional renewable electricity purchases and on-site generation from solar. We achieved our 30% target for renewable energy use three years ahead of the 2025 corporate target, and now target 50% by 2030. We report Scope 3 emissions one year in arrears due to the timing of data availability from our value chain. In 2021, we decreased our Scope 3 emissions by 7% and, in 2022, to help drive further progress, we invited over 200 priority suppliers to make climate change disclosures via CDP, with a completion rate of over 90%. We have also requested those suppliers to commit to a series of environmental pledges, including setting science-based targets via SBTi and initiatives to support removal and/or reduction of single-use plastics.
Social: Continuing our long-standing commitment to Human Rights
•0.38% of farms with incidents of child labour reported, down 46%; with 100% reported as resolved by the end of the growing season
•Over 345,000 farmers and community members reported to have engaged in human rights training and awareness programmes
•Increase in female representation in management roles to 41%, supporting our target of 45% in 2025
With 63% of our leaf sourced from directly contracted farmers and long-term partnerships with strategic third party suppliers, we believe our relationships can enable us to have a real and lasting impact. Our Field Technicians visit our directly contracted farmers approximately once a month during the growing season. As well as providing agronomy support, this is an important way of training and monitoring the farms on human rights. In 2022, a total of 942 incidents of child labour were reported on 0.38% of farms in our Tobacco Supply Chain, down from 0.70% in 2021. The reduction was supported by our work with farmers, industry engagement and collaboration, and improved data granularity with our third party suppliers. 100% of cases were reported as resolved during the growing season. We monitor the recurrence of child labour instances, and remediation plans often involve local community support. In 2022, for more than 90% of the farmers reported with child labour, it was their first reported incident. As part of our continued focus on this complex area, we completed 10 Human Rights Impact Assessments in tobacco sourcing countries by the end of 2022.
Governance: Further strengthening of our responsible marketing governance in 2022
•First Chief Sustainability Officer appointed in 2022 to further drive integration of sustainability in the business
•Continued iCommit training on responsible marketing in digital channels
•100% of our employees completed training and compliance sign-off on our Standards of Business Conduct (SoBC)
Our global principles and policies set out how we work to ensure consistent and robust corporate governance in our markets. For example, alongside our International Marketing Principles (IMP) that govern our approach to marketing, we continue to invest in iCommit, a training programme on responsible marketing, seeking to drive Youth Access Prevention (YAP) compliance across our digital channels. In 2022, we achieved 100% completion of iCommit training for BAT employees and rolled out training to key agency employees and retailers across over 90 markets. In addition, our Digital Confidence Unit, a dedicated social media monitoring unit, utilises cutting-edge technology to monitor social media 24/7 for IMP and YAP compliance and for any content related to our brands and products.
1. See Key Terms on page 59. 2. SFDR is the Sustainable Finance Disclosure Regulation; CSRD is the Corporate Sustainability Reporting Directive; ISSB is the International Sustainability Standards Board. 3. Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free and are addictive. 4. Our vapour product Vuse (including Alto, Solo, Ciro and Vibe), and certain products, including Velo, Grizzly, Kodiak, and Camel Snus, 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.
CATEGORY PERFORMANCE REVIEW
NEW CATEGORIES DRIVING FASTER TRANSFORMATION
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For years ended 31 December | Volume (unit) | Revenue (£m) | |
| | Reported | | At constant rates |
| 2022 | Change | 2022 | 2021 | Change | | FX | 2022 cc | 2021 | Change |
| Unit | % | £m | £m | % | | £m | £m | £m | % |
| Revenue | | | | | | | | | | |
| Vapour (10ml units / pods mn) | 612 | | +14.3 | % | 1,436 | | 927 | | +54.9 | % | | (103) | | 1,333 | | 927 | | +43.8 | % |
| THP (sticks bn) | 24.0 | | +25.6 | % | 1,060 | | 853 | | +24.3 | % | | 21 | | 1,081 | | 853 | | +26.7 | % |
| Modern Oral (pouches mn) | 4,010 | | +21.7 | % | 398 | | 274 | | +45.3 | % | | 1 | | 399 | | 274 | | +45.6 | % |
| Total New Categories revenue | | | 2,894 | | 2,054 | | +40.9 | % | | (81) | | 2,813 | | 2,054 | | +37.0 | % |
Use of the term “cc” refers to the variance between the 2022 adjusted performance, at 2021 exchange rates, against the adjusted 2021 performance.
VUSE – VAPOUR: Extending global value share* leadership
•Vuse value share up 250 bps compared to 2021, to reach 35.9% in key vapour markets**, with the modern disposable segment accelerating total category growth
•Vuse achieves national value share leadership position in the U.S., increasing 840 bps vs 2021 to 40.9%, and leading in 35 states
•Continuous strong momentum in consumer acquisition, up 1.6 million reaching 10.0 million by the end of the year
•Vapour revenue up 55% or 44% (at constant rates), ahead of volume growth of 14.3%
•Launched Vuse Go in 24 countries with early launch markets, the UK and France, achieving No.2 in the disposables segment, with premium price positioning and volumes which are accretive to our ePod platform
We continued to strengthen our leadership position globally with value share at 36.8% (up 200 bps vs 2021) led by the continued strong performance of Vuse. The category accelerated, led by the modern disposable segment with its convenient and flexible format. Group volume grew 14.3% against 2021, with revenue up 55% to £1,436 million, or 44% at constant rates of exchange. We consolidated our volume share leadership of devices in all key Vapour markets* with consumer acquisition up 1.6 million to 10.0 million consumers.
In the U.S., the largest global Vapour market, Vuse, driven by continued success of Vuse Alto, became the market leader1 in both value share and volume share. During 2022, the FDA issued marketing authorisation for tobacco flavoured Vuse Vibe and Ciro, and our application related to Alto is still pending. We have received and are challenging the FDA's Market Denial Order dated January 2023 related to Vibe and Ciro (menthol variants) and are seeking a permanent stay***. Total Vapour value share was up 840 bps to 40.9%, with leadership in 35 states. Total Vuse consumables volume grew 10.0% (maintaining leadership of closed system devices, with growth of 700 bps to 64.4%) with revenue up 62.9% or 46.4% on a constant currency basis. While the Group does not sell synthetic nicotine disposables in the U.S., the category continues to grow, driven by the availability of flavours. Since March 2022, these products are now under FDA regulatory control, and are required to receive PMTA authorization to remain on the market. We continue to innovate across our Vuse portfolio to drive increased satisfaction for consumers.
In Canada, supported by the launch of the Group's first connected Vapour device (Vuse ePod2+), we extended our value share leadership position, growing 890 bps to 89.5% in 2022. Vuse ePod2+ now represents 72% of all sales in tracked channels.
In Europe, Vuse continued to grow both revenue (up 37.9%) and volume (up 13.9%), and our value share of closed system Vapour continued to rise, up 830 bps to 64.3% for the full year. However, the growth of the disposable segment in 2022 has impacted our value share of total Vapour across a number of markets declining 16.7 ppts as:
•In France, we maintained value share leadership despite a decline of 6.3 ppts to 38.8%;
•In Germany, we also maintained value share leadership despite a decline of 37.9 ppts to 21.4%; and
•In the UK, value share stabilised in the final quarter post Vuse Go launch (May 2022) despite a decline of 14.7 ppts to 14.8%.
We rapidly rolled out our new modern disposable product, Vuse Go, over the second half of the year, through our broad distribution footprint and consumer reach in multiple markets including the UK, France, Germany, Spain, Canada, South Africa, Greece and Ireland. Despite the impact of regulatory changes in the U.S., the number of consumers utilising our subscription programmes globally increased to c.26k, up 34% vs 2021.
* 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, the UK and Germany. ** Key Vapour markets are defined as the Top 5 markets by industry revenue, being the U.S., the UK, France, Germany and Canada and accounting for 88% of total industry Vapour revenue (rechargeables and disposables). *** Menthol variants accounted for approximately 75% of total Vuse consumables in 2022. 1. Source: Marlin.
CATEGORY PERFORMANCE REVIEW
glo – TOBACCO HEATING PRODUCTS (THP) – Continues to make category share gains
•glo THP category volume share reached 19.4%, up 140 bps vs 2021 in our key THP markets*
•glo consumer acquisition up 2.0m reaching 8.8m
•glo consumable volume up 25.6%, ahead of industry growth of 15%
•glo revenue growth up 24.3% or 26.7% at constant currency with sequential growth in H2 2022
•Successful national launch of Hyper X2 in Japan in October 2022 with total launches in 21 markets in 2022
Driven by the continued success of glo Hyper in Japan and across key markets in Europe, glo maintained its momentum with total category revenue growth at 24.3% or 26.7% at constant rates of exchange and consumable volume growth of 25.6% in 2022. glo achieved THP category volume share in key THP markets of 19.4%, up 140 bps in 2022 compared to 2021. Excluding Russia, our share of Top 8 markets (representing over 82% of total THP volumes) reached 18.7%, up 1.1 ppts.
In APME, volume grew 17.0%, with device volume up 19% as we continued to invest in consumer acquisition. Revenue was up 2.3%, or 9.1% at constant currency, driven by higher volume and consumable pricing, partly offset by a partial absorption of excise increases. In Japan, glo's volume share of the tobacco market (FMC and THP combined) reached 7.4%, up 60 bps on 2021 as consumers continue to switch from cigarettes to THP**. In a highly competitive market, our THP category volume share closed the year at 20.1%, down 120 bps vs FY 2021. This was ahead of the nationwide roll-out of Hyper X2 in October with 1 million device sales by the end of the year. glo Hyper X2 is a further step towards delivering enhanced product experience with a smaller, lighter device and a dedicated boost button for maximum taste satisfaction and is delivering positive early results.
In Europe, glo volume grew 33.8%, driving continued strong revenue growth of 57.3% or 53.3% at constant currency. The region now represents over 54% of our global THP volume (or 43% excluding Russia) and 51% of our global THP revenue (or 41% excluding Russia). glo continued to grow category volume share across all key European markets, with aggregate category volume share in key European THP markets*** reaching 20.2%, up 380 bps on 2021. Excluding Russia, our aggregate share of the category reached 18.7%, up 470 bps. Driven by Hyper, glo performed well across the key European THP markets:
•In Italy, glo category volume share reached 14.5%, up 170 bps;
•In Poland, glo category volume share reached 31.2%, up 14.4 ppts;
•In Greece, glo category volume share reached 13.2%, up 470 bps; and
•In Hungary, glo category volume share reached 14.4%, up 740 bps.
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). Driven by our increased speed and agility, Hyper X2 was launched in 21 markets in 2022 with encouraging early results.
* The key THP markets are defined as the Top 9 markets by industry revenue. They were adjusted in 2022, with Greece and Hungary introduced, replacing Germany and Romania. Accordingly, glo's category volume share for 2021 was rebased on the new definition from 18.1% to 17.9%. Top 9 markets by revenue are Japan, South Korea, Russia, Italy, Greece, Hungary, Ukraine, Poland and the Czech Republic. Russia will remain in the Top 9 markets until the sale of the Russian business is completed. The Top 9 account for 80% (2021: 82%) of total industry THP revenue.
** Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free and are addictive.
*** The key European THP markets are defined as the Top 7 (T7) markets by revenue - being Russia, Italy, Greece, Hungary, Ukraine, Poland and the Czech Republic. Russia will remain in the T7 markets until the sale of the Russian business is completed.
CATEGORY PERFORMANCE REVIEW
VELO – MODERN ORAL – European leadership continues, unlocking emerging markets
•Revenue up 45.3%, or 45.6% at constant currency ahead of volume growth of 21.7% with consumer numbers up 0.6m to 2.7m.
•Volume share leadership in Modern Oral in Europe at 68.8%
•Category volume share in key Modern Oral markets* was 30.4%, down 440 bps, driven by a decline in the highly competitive U.S. market
•Velo remains volume share leader in 15 Modern Oral markets in Europe
•In Pakistan, now our third largest Modern Oral market (by volume), Velo is demonstrating the potential of Modern Oral in emerging markets
Our Modern Oral portfolio, driven by Velo expansion, continued to grow in 2022, with volume up 21.7% and revenue up 45.3%, or 45.6% at constant currency. Volume share of the Modern Oral category in our key Modern Oral markets* was 30.4%, down 440 bps vs. 2021, driven by a highly competitive pricing environment in the U.S. Excluding the U.S., the Group maintained leadership of the Modern Oral category. We continue to innovate in the category, with Mini pouches and Max ranges driving strong growth.
In the U.S., volume was down 50.1%, with volume share down 580 bps. Revenue was up, as we pivoted to drive value, reducing promotional support for the brand, and prioritising investment behind Vuse in the much larger Vapour category. The market remains highly competitive, with current low moisture product formulations continuing to result in low levels of average daily consumption and high poly-usage. As a result, we have submitted a PMTA for a new Velo product, leveraging our international insights.
In Europe, we remain the volume share leader in 15 Modern Oral markets, with revenue and volume growth at 30.8% and 29.9%, respectively. From a high base, volume share was marginally lower at 68.8%, down 60 bps. As the Modern Oral category continues to grow and become more established in Europe, we continue to see strong growth in average daily consumption, including in Sweden which reached 11 pouches in November 2022**.
•In Sweden, where Modern Oral has grown to represent 19.0% of the total oral category, our volume share of the Modern Oral category was 58.1%, a decrease of 170 bps on 2021, impacted by heavy competitor discounting, with volume share stabilising in the final quarter;
•In Norway, where Modern Oral now represents 33.5% of the total oral category, we maintained our leadership position with volume share of the Modern Oral reaching 64.1%, up 20 bps vs 2021;
•In Denmark (with volume share marginally lower than 2021, down 40 bps to 92.2%) and in Switzerland (where volume share was up 160 bps to 93.2%), we maintained our volume share leadership position in the Modern Oral category from a high base; and
•In the UK, we gained market leadership with volume share of the Modern Oral category reaching 51.6%, an increase of 2,220 bps from 29.4% in 2021.
We believe that Modern Oral is an exciting longer-term opportunity to unlock reduced risk products***† in emerging markets. We are particularly proud of Velo’s performance in Pakistan, now our third largest Modern Oral market (by volume), where we have rapidly achieved national coverage. Enabled by powerful, consumer-centric digital activations, Velo has reached a monthly volume in Pakistan of over 40 million pouches.
This progress demonstrates our ability to unlock the significant opportunity for Modern Oral in emerging markets, including:
•In South Africa, where we have expanded our pilot in Johannesburg with guided trial and expansion into key accounts, delivering encouraging early results; and
•In Kenya, where, after the category was reinstated as regulated under the Tobacco Control Act, we reintroduced Velo to a limited retail universe with positive early momentum, as we focus on driving guided trial.
In December 2022, results from our innovative cross-sectional clinical study on Velo were published in the science publication ‘Biomarkers’. The results show that consumers exclusively using Velo for over six months had significant favourable differences in several biomarkers of exposure and biomarkers of potential harm relevant to smoking-related diseases compared to the adults who smoked.
* Key Modern Oral markets are defined as the Top 5 markets by industry revenue, being the U.S., Sweden, Norway, Denmark and Switzerland and accounting for 80% of total industry revenue.
** Source: Kantar New Category Tracker. *** Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free and are addictive.
† Our vapour product Vuse (including Alto, Solo, Ciro and Vibe), and certain products, including Velo, Grizzly, Kodiak, and Camel Snus, 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.
CATEGORY PERFORMANCE REVIEW
BEYOND NICOTINE
As consumers increasingly seek products offering wellbeing and stimulation characteristics, our venturing unit, Btomorrow Ventures (BTV), and selected third parties are helping us to strengthen our positioning for this market. Our well-established market research has given us a detailed understanding of consumer need states allowing us to invest in, acquire and develop natural ingredients and new delivery formats that satisfy these needs. We believe our supply chain strengths and trade market capabilities mean that, when ready, we can deliver associated products to consumers at speed and scale.
BTV has completed 22 investments since launch in 2020. In 2022, this included five new investments and two exits, which delivered on their strategic objectives for BAT whilst also achieving a positive financial return. We continue to invest in innovative consumer, new sciences and technology businesses aligned with our strategic priorities. While we have impaired the investment in Organigram by £59 million (net of tax), partly due to the volatility in global cannabis stock prices, we remain pleased with our strategic collaboration. This includes our joint Product Development Collaboration Agreement focusing on research and product development activities of next generation adult cannabis products, with an initial focus on cannabidiol (CBD). Organigram is performing well and we continue to explore opportunities to expand our science-focused cannabis ecosystem, including new investments in Sanity Group (Germany) and Charlotte’s Web (U.S.) in the second half of the year, as we monitor changes in the regulatory environment.
In January 2022, we announced the launch of KBio Holdings Limited (KBio) to accelerate the research, development and production of novel treatments for rare and infectious diseases. 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.
We continue to invest in companies that are carefully selected for original ideas across a range of criteria, as well as a cultural fit. This allows us to continue leveraging 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.
TRADITIONAL ORAL
Group volume declined 8.3% to 7.4 billion stick equivalents. Total revenue was £1,209 million (2021: £1,118 million), up 8.2% benefiting from the translational foreign exchange tailwind. At constant currency, revenue declined 2.3%, as continued strong pricing in the U.S., driving Group price/mix of 6.0%, was more than offset by the reduction in volume in both Europe (down 9.8%) and the U.S. (down 8.1%) in 2022.
In the U.S. (which accounts for 97% of revenue from the category), value share in Traditional Oral declined 60 bps with volume share down 70 bps. The decline in 2022 was driven by strong macro-economic headwinds.
In the second half of 2022, the decision was taken to withdraw the Modified Risk Tobacco Product (MRTP) applications for Camel Snus, as we adjust our near-term priorities to continue to focus on providing a diverse portfolio of New Category nicotine products in line with our global harm reduction strategy.
VALUE THROUGH COMBUSTIBLES
•Group value share was flat, with gains in the U.S. (up 10 bps) and APME (up 10 bps) offset by Europe and AmSSA.
•Group volume share down 20 bps, driven by a flat share in APME and a lower performance in AmSSA, Europe and the U.S.
•Revenue up 4.5% due to foreign exchange, but down 0.6% at constant rates, with combustibles price/mix of 4.6%.
•Continued strong pricing, partially offset by geographic mix.
Group cigarette value share is flat vs 2021, driven by the continued performance of the strategic cigarette brands in the U.S. (up 10 bps) and higher cigarette value share gains in APME, which fully offset lower value share in Europe and AmSSA. Group cigarette volume was down 5.1% at 605 billion sticks (2021: 637 billion sticks). This was driven by:
•The U.S., where combustible volume was down 15.5% to 59 billion sticks (2021: 69.7billion sticks) reflecting post COVID-19 normalisation of consumption patterns, and the continued pressure of growing macro-economic headwinds leading to some accelerated downtrading in the industry in key channels and states. In addition, we have partially unwound the prior year inventory (which benefited revenue in 2021 by around £200 million), mainly linked to the timing of price increases and uncertainty around a potential Federal excise increase; and
•The impact of the sale of our Iranian business in August of 2021.
This was partly offset by volume growth driven by post COVID-19 normalisation in Bangladesh and a reduction in illicit trade in Brazil.
Revenue from combustibles grew 4.5% to £23,030 million (2021: £22,029 million), benefiting from a translational foreign exchange tailwind of 5.1%. Revenue at constant rates of exchange was down 0.6% at £21,888 million (2021: £22,029 million). Our targeted portfolio of brands across price tiers enabled the delivery of a robust financial performance across APME, AmSSA and Europe. Pricing continued to be strong notably in the U.S., Turkey, Canada, Germany, Bangladesh and Brazil, with combustibles price/mix of 4.6%, partly offset by geographic mix.
Our GTR business is continuing to recover following the COVID-19 travel restrictions, especially outside Asia where restrictions have reduced significantly.
CATEGORY PERFORMANCE REVIEW
SIMPLIFYING THE BUSINESS – Delivering the Enterprise of the Future
•Quantum, the first pillar of our transformation programme QUEST, delivered £1.9 billion annualised savings ahead of our original £1 billion target.
•Comprehensive market review and optimal regional and business unit realignment to further simplify our business, driving speed, focus and agility.
•New operating model developed with six market archetypes to guide strategic choices and resource allocation.
•Other QUEST pillars focus on our people, innovation, digital and sustainability as we accelerate our transformation journey.
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 one way that we are becoming more responsive and resilient in the face of change, and is built around five pillars:
•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.
In a fast evolving world, these pillars operationalise how we ensure we continue to be fit for growth and build the Enterprise of the Future.
We have delivered another £629 million of annualised cost savings in 2022 enabling us to exceed our original £1 billion target of annualised cost savings over the last three years. This has been achieved through many Group-wide initiatives, including: large-scale organisational change, operational efficiency through route-to-market optimisation and supply chain productivity.
Further simplification, productivity improvements and savings will be a key focus as we continue to sharpen our core capabilities. These are critical to addressing inflationary pressures while continuing to fund New Category investment and improve New Category profitability as we accelerate our transformation towards A Better Tomorrow™. Moving forward, we will leverage the foundations created by Quantum with a new regional and business unit realignment.
In 2023, our regions will reduce from four to three, and our business units from sixteen to twelve. This will drive increased speed, focus and agility. Our new operating model, centred around six market archetypes, will further enable us to guide strategic decision-making and resource allocation. We will continue to deliver efficiencies through our established continuous improvement mindset and, as a result, we do not expect any further significant impact (to profit from operations) from adjusting items related to restructuring programmes in the medium term.
REGIONAL REVIEW
The performances of the regions are discussed below. The following discussion is based upon the Group’s internal reporting structure. For further information on regional performance by category, see "Additional Information on Revenue by Category by Region".
UNITED STATES (U.S.):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For years ended 31 December | Volume (unit) | Revenue (£m) | |
| | Reported | | At constant rates |
| 2022 | Change | 2022 | 2021 | Change | | FX | 2022 cc | 2021 | Change |
| Unit | % | £m | £m | % | | £m | £m | £m | % |
New Categories | | | 949 | 564 | +68.7% | | (95) | 854 | 564 | +51.6% |
Vapour (10ml units/pods mn) | 320 | +10.0% | 913 | 561 | +62.9% | | (92) | 821 | 561 | +46.4% |
THP (sticks bn) | — | —% | — | 1 | -69.1% | | 0 | — | 1 | -72.3% |
Modern Oral (pouches mn) | 301 | -50.1% | 36 | 2 | n/m | | (3) | 33 | 2 | n/m |
Traditional Oral (stick eq bn) | 6.6 | -8.1% | 1,174 | 1,077 | +8.9% | | (119) | 1,055 | 1,077 | -2.1% |
| Total Non-Combustibles | | | 2,123 | 1,641 | +29.5% | | (214) | 1,909 | 1,641 | +16.3% |
Total Combustibles (sticks bn) | 59 | -15.5% | 10,470 | 10,015 | +4.5% | | (1,061) | 9,409 | 10,015 | -6.1% |
| Other | | | 46 | 35 | +27.9% | | (6) | 40 | 35 | +14.9% |
| Total | | | 12,639 | 11,691 | +8.1% | | (1,281) | 11,358 | 11,691 | -2.8% |
| | | | | | | | | |
|
| | | Reported PfO (£m) Margin (%) | Adjusted PfO (£m) Adjusted operating margin (%) |
| | | 2022 | 2021 | Change | Adj | FX | 2022 cc | 2021 | Change |
| Profit from Operations (PfO) | | | 6,205 | 5,566 | +11.5% | 630 | (740) | 6,095 | 5,887 | +3.5% |
| Operating Margin | | | 49.1% | 47.6% | +150 bps | | | 53.7% | 50.4% | +330 bps |
Use of the term “cc” refers to the variance between the 2022 adjusted performance, at 2021 exchange rates, against the adjusted 2021 performance.
•Strong New Category revenue, growth up 69% or 52% at constant rates driven by Vuse performance
•Vuse achieved national value share leadership, reaching 40.9%, up 840 bps versus FY 2021, with leadership in 35 states
•U.S. combustibles volume impacted by industry decline due to macro-economic pressures and partial inventory unwind from prior year
•Continued strong combustibles pricing supported by Revenue Growth Management (RGM) capabilities
•Combustibles value share up 10 bps and volume share down 30 bps
Regional Revenue and Profit from Operations
Reported revenue increased 8.1%, driven by the translational foreign exchange tailwind. On a constant currency basis, revenue declined 2.8%. Excellent growth in New Categories was driven by Vuse with revenue up 63% or 46% at constant rates of exchange and achieving value share leadership in the U.S.
In combustibles, strong pricing, supported by our revenue growth management techniques, was more than offset by lower volume, impacted by industry decline due to macro-economic headwinds and post COVID-19 normalisation of consumption patterns. To offset early signs of accelerated downtrading, we have activated commercial plans in specific brands, channels, and states. Revenue growth was further offset by the partial unwind of inventory movements linked to the timing of price increases and uncertainty about a potential excise increase in the prior year, which had benefited 2021 by £200 million.
Reported profit from operations rose by 11.5%, with reported margin up 150 bps to 49.1%. This was driven by a continued improvement in the financial performance of Vuse and a translational foreign exchange tailwind of 12.9%. Adjusting items were higher in 2022, largely in respect of the factory rationalisation as part of our restructuring programme, Quantum. Furthermore, while 2021 benefited from credits related to the partial buy-out of the pension fund (£35 million), this was a credit of £16 million in 2022, as discussed on page 21. At constant rates of exchange, adjusted profit from operations was up 3.5% and adjusted operating margin was up 330 bps to 53.7%, driven by further cost saving efficiencies and improved performance from Vuse and Velo.
REGIONAL REVIEW
AMERICAS AND SUB-SAHARAN AFRICA (AmSSA):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For years ended 31 December | Volume (unit) | Revenue (£m) | |
| | Reported | | At constant rates |
| 2022 | Change | 2022 | 2021 | Change | | FX | 2022 cc | 2021 | Change |
| Unit | % | £m | £m | % | | £m | £m | £m | % |
New Categories | | | 219 | 141 | +55.6% | | (11) | | 208 | 141 | +47.5% |
Vapour (10ml units/pods mn) | 83 | +33.3% | 218 | 141 | +55.1% | | (11) | | 207 | 141 | +47.0% |
THP (sticks bn) | — | n/m | — | — | —% | | 0 | | — | — | —% |
Modern Oral (pouches mn) | 10 | n/m | 1 | — | n/m | | 0 | | 1 | — | -100.0% |
Traditional Oral (stick eq bn) | — | —% | — | — | 0.0% | | 0 | | — | — | —% |
| Total Non-Combustibles | | | 219 | 141 | +55.6% | | (11) | | 208 | 141 | +47.5% |
Total Combustibles (sticks bn) | 149 | +0.7 | % | 3,751 | 3,435 | +9.2% | | (186) | | 3,565 | 3,435 | +3.8% |
| Other | | | 233 | 225 | +3.2% | | (27) | | 206 | 225 | -8.7% |
| Total | | | 4,203 | 3,801 | +10.6% | | (224) | | 3,979 | 3,801 | +4.7% |
| | | | | | | | | |
|
| | | Reported PfO (£m) Margin (%) | Adjusted PfO (£m) Adjusted operating margin (%) |
| | | 2022 | 2021 | Change | Adj | FX | 2022 cc | 2021 | Change |
| Profit from Operations (PfO) | | | 2,022 | 1,496 | +35.2% | (280) | | (83) | | 1,659 | 1,590 | +4.3% |
| Operating Margin | | | 48.1% | 39.3% | +880 bps | | | 41.7% | 41.8% | -10 bps |
Use of the term “cc” refers to the variance between the 2022 adjusted performance, at 2021 exchange rates, against the adjusted 2021 performance.
•Strong New Category revenue growth up 56% or 48% at constant rates of exchange, driven by Vuse
•Vuse extended value share leadership in Canada, reaching 89.5%, up 890 bps versus 2021
•Combustibles revenue up 9.2% or 3.8% at constant rates of exchange, driven by resilient volume and strong pricing, partially offset by geographic mix
•Combustibles value share down by 60 bps and volume share down by 90 bps
Regional Revenue and Profit from Operations
Reported revenue was up 10.6%, as 4.7% constant currency growth was enhanced by a translational foreign exchange tailwind due to the relative weakness of sterling against a number of currencies, particularly the Brazilian real and Canadian dollar. Constant currency revenue growth was driven by resilient combustibles volume, particularly in Brazil and Mexico, strong combustibles pricing and the growth in New Categories, notably from Vuse in Canada.
Reported profit from operations increased 35.2% to £2,022 million, partly due to the recognition (in the second half of 2022) of £460 million in Brazil in relation to the calculation of VAT on social contribution in prior periods, as the litigation was successfully concluded in the year. This was partly offset by a charge of £79 million related to the conclusion of the investigation into alleged violations of the Nigerian Competition and Consumer Protection Act and National Tobacco Control Act. Excluding adjusting items in both periods (which mainly related to Quantum, VAT recovery in Brazil, Nigerian investigations and, in 2021, the impairment of goodwill related to Peru), adjusted profit from operations increased 4.3% on a constant currency basis, driven by the growth in revenue.
REGIONAL REVIEW
EUROPE:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For years ended 31 December | Volume (unit) | Revenue (£m) | |
| | Reported | | At constant rates |
| 2022 | Change | 2022 | 2021 | Change | | FX | 2022 cc | 2021 | Change |
| Unit | % | £m | £m | % | | £m | £m | £m | % |
New Categories | | | 1,171 | 814 | +43.7% | | (9) | | 1,162 | 814 | +42.7% |
Vapour (10ml units/pods mn) | 197 | +13.9% | 286 | 207 | +37.9% | | 1 | | 287 | 207 | +38.5% |
THP (sticks bn) | 13.0 | +33.8% | 537 | 341 | +57.3% | | (14) | | 523 | 341 | +53.3% |
Modern Oral (pouches mn) | 3,169 | +29.9% | 348 | 266 | +30.8% | | 4 | | 352 | 266 | +32.3% |
Traditional Oral (stick eq bn) | 0.8 | -9.8% | 35 | 41 | -12.3% | | 2 | | 37 | 41 | -7.7% |
| Total Non-Combustibles | | | 1,206 | 855 | +41.1% | | (7) | | 1,199 | 855 | +40.3% |
Total Combustibles (sticks bn) | 206 | -10.0 | % | 4,996 | 5,024 | -0.6% | | 87 | | 5,083 | 5,024 | +1.2% |
| Other | | | 144 | 122 | +16.9% | | (3) | | 141 | 122 | +15.1% |
| Total | | | 6,346 | 6,001 | +5.7% | | 77 | | 6,423 | 6,001 | +7.0% |
| | | | | | | | | |
|
| | | Reported PfO (£m) Margin (%) | Adjusted PfO (£m) Adjusted operating margin (%) |
| | | 2022 | 2021 | Change | Adj | FX | 2022 cc | 2021 | Change |
| Profit from Operations (PfO) | | | 1,270 | 1,885 | -32.6% | 812 | 21 | | 2,103 | 1,956 | +7.5% |
| Operating Margin | | | 20.0% | 31.4% | -1,140 bps | | | 32.7% | 32.6% | +10 bps |
Use of the term “cc” refers to the variance between the 2022 adjusted performance, at 2021 exchange rates, against the adjusted 2021 performance.
Effective 1 January 2022, the North African markets of Algeria, Egypt, Libya, Morocco, Sudan and Tunisia, which formed part of the Europe and North Africa (ENA) region were moved to the Asia-Pacific and Middle East (APME) region. From 2022, the ENA region has been renamed Europe. The impact of this is not considered material to the understanding of the regional results of the Europe and APME regions and, therefore, the prior year comparative information has not been restated.
•Truly multi-category region with non-combustibles now representing 19% of revenue
•New Category revenue growth up 44% or 43% at constant rates of exchange, with over 30% revenue growth across all three New Categories
•Resilient combustibles performance led by pricing with volume impacted by regional re-allocation of North Africa to APME
•Combustibles volume share down 20 bps, and value share declined by 10 bps
Regional Revenue and Profit from Operations
Reported revenue was up 5.7% at current rates, driven by New Category revenue growth of 43.7% and combustibles pricing. This more than offset volume decline (impacted by the regional re-allocation of North Africa to APME and lower volume in Turkey, Germany, Denmark and France), and translational foreign exchange headwinds. On a constant currency basis, revenue was up by 7.0% with key drivers of performance including Romania, Poland, Italy and the Czech Republic.
Reported profit from operations decreased by 32.6%, mainly reflecting the charges recognised in respect of the proposed transfer of the Group's operations in Russia and Belarus (which have been classified as held for sale at 31 December 2022 necessitating a charge of £612 million in the period) and Quantum restructuring (including the closure of the factory in Switzerland). Adjusted profit from operations was up 7.5% at constant rates of exchange driven by the performance of New Categories, together with tight control of overheads and Quantum cost savings.
REGIONAL REVIEW
ASIA-PACIFIC AND MIDDLE EAST (APME):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| For years ended 31 December | Volume (unit) | Revenue (£m) | |
| | Reported | | At constant rates |
| 2022 | Change | 2022 | 2021 | Change | | FX | 2022 cc | 2021 | Change |
| Unit | % | £m | £m | % | | £m | £m | £m | % |
New Categories | | | 555 | 535 | +3.7% | | 34 | 589 | 535 | +10.1% |
Vapour (10ml units/pods mn) | 12 | +31.1% | 19 | 18 | +4.3% | | (1) | 18 | 18 | +1.7% |
THP (sticks bn) | 11.0 | +17.0% | 523 | 511 | +2.3% | | 35 | 558 | 511 | +9.1% |
Modern Oral (pouches mn) | 530 | +108.4% | 13 | 6 | +117.0% | | 0 | 13 | 6 | +121.2% |
Traditional Oral (stick eq bn) | — | | —% | — | | — | | —% | | — | | — | | — | | —% |
| Total Non-Combustibles | | | 555 | 535 | +3.7% | | 34 | 589 | 535 | +10.1% |
Total Combustibles (sticks bn) | 207 | -0.8 | % | 3,813 | 3,555 | +7.3% | | 18 | 3,831 | 3,555 | +7.8% |
| Other | | | 99 | 101 | -0.9% | | (6) | 93 | 101 | -7.8% |
| Total | | | 4,467 | 4,191 | +6.6% | | 46 | 4,513 | 4,191 | +7.7% |
| | | | | | | | | |
|
| | | Reported PfO (£m) Margin (%) | Adjusted PfO (£m) Adjusted operating margin (%) |
| | | 2022 | 2021 | Change | Adj | FX | 2022 cc | 2021 | Change |
| Profit from Operations (PfO) | | | 1,026 | 1,287 | -20.3% | 723 | 20 | 1,769 | 1,717 | +3.0% |
| Operating Margin | | | 23.0% | 30.7% | -770 bps | | | 39.2% | 41.0% | -180 bps |
Use of the term “cc” refers to the variance between the 2022 adjusted performance, at 2021 exchange rates, against the adjusted 2021 performance. Effective 1 January 2022, the North African Markets of Algeria, Egypt, Libya, Morocco, Sudan and Tunisia, which formed part of the Europe and North Africa (ENA) region were moved to the Asia-Pacific and Middle East (APME) region. From 2022, the ENA region has been renamed Europe. The impact of this is not considered material to the understanding of the regional results of the Europe and APME region and therefore the prior year comparative information has not been restated.
•New Category revenue growth up 3.7% or 10.1% at constant rates of exchange driven by glo in Japan
•glo Hyper X2 launched nationally in Japan in October with positive early results
•Robust combustibles performance led by resilient volume and pricing
•Combustibles value share up by 10 bps with volume share flat
Regional Revenue and Profit from Operations
Reported revenue increased 6.6%. Constant currency revenue was 7.7% higher, driven by robust combustibles pricing and growth of New Categories. Combustibles volume was resilient (down 0.8%), benefiting from emerging market recovery from COVID-19 and the regional re-allocation of North Africa, which was partly offset by the sale of the Group's Iranian business midway through 2021.
Reported profit from operations declined 20.3% largely due to the increased one-off charges related to the DOJ and OFAC investigations regarding allegations of historical breaches of sanctions (£450 million), charges related to the closure of the Singapore factory and the Group's exit from Egypt (£118 million). These charges were higher than in the prior period which included a charge of £358 million in respect of the sale of the Group's Iranian business.
Adjusted profit from operations increased 3.0% at constant rates of exchange driven by a robust combustibles revenue performance, while reflecting the negative geographic mix impact of growth in higher volume, lower margin markets, including Bangladesh, Pakistan, and Vietnam. In addition, results reflect continued savings from Project Quantum whilst also including a transactional foreign exchange headwind of 4.5% and the impact of the 2021 sale of the Group's Iranian business.
OTHER FINANCIAL INFORMATION
ANALYSIS OF PROFIT FROM OPERATIONS AND DILUTED EARNINGS PER SHARE BY SEGMENT
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | 2021 |
| For years ended 31 December | Reported | Adj Items1 | Adjusted | Exchange | Adjusted at CC2 | Reported | Adj Items1 | Adjusted |
| £m | £m | £m | £m | £m | £m | £m | £m |
| Profit from Operations | | | | | | | | |
| U.S. | 6,205 | | 630 | | 6,835 | | (740) | | 6,095 | | 5,566 | | 321 | | 5,887 | |
| AmSSA | 2,022 | | (280) | | 1,742 | | (83) | | 1,659 | | 1,496 | | 94 | | 1,590 | |
| Europe | 1,270 | | 812 | | 2,082 | | 21 | | 2,103 | | 1,885 | | 71 | | 1,956 | |
| APME | 1,026 | | 723 | | 1,749 | | 20 | | 1,769 | | 1,287 | | 430 | | 1,717 | |
| Total Region | 10,523 | | 1,885 | | 12,408 | | (782) | | 11,626 | | 10,234 | | 916 | | 11,150 | |
| Net finance costs | (1,641) | | 34 | | (1,607) | | 140 | | (1,467) | | (1,486) | | 55 | | (1,431) | |
| Associates and joint ventures | 442 | | 92 | | 534 | | (24) | | 510 | | 415 | | 12 | | 427 | |
| Profit before tax | 9,324 | | 2,011 | | 11,335 | | (666) | | 10,669 | | 9,163 | | 983 | | 10,146 | |
| Taxation | (2,478) | | (203) | | (2,681) | | 131 | | (2,550) | | (2,189) | | (210) | | (2,399) | |
| Non-controlling interests | (180) | | (5) | | (185) | | 7 | | (178) | | (173) | | (6) | | (179) | |
| Coupons relating to hybrid bonds net of tax | (49) | | — | | (49) | | — | | (49) | | (12) | | — | | (12) | |
| Profit attributable to shareholders | 6,617 | | 1,803 | | 8,420 | | (528) | | 7,892 | | 6,789 | | 767 | | 7,556 | |
| Diluted number of shares (m) | 2,267 | | 2,267 | | 2,267 | 2,297 | | 2,297 |
| Diluted earnings per share (pence) | 291.9 | | 371.4 | | 348.1 | 295.6 | | 329.0 |
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 £1,641 million, compared to £1,486 million in 2021. This was an increase of 10.5%, largely due to:
•a translational foreign exchange headwind due to the relative weakness of sterling;
•higher interest expense, as debt issuances in the year were at a higher interest rate than those maturing; and
•partly offset by higher interest income, driven by higher interest rates on local deposits and an increase in interest income in Canada due to the cash build up in that market.
The Group has debt maturities of around £4 billion annually in the next two years. Due to higher interest rates, net finance costs are expected to increase as debts are refinanced.
Also in 2022, in line with IAS 33 Earnings Per Share, £49 million (2021: £12 million) has been recognised as a deduction to EPS related to the perpetual hybrid bonds issued in 2021, as the coupons paid on such instruments are recognised in equity rather than as a charge to the income statement in net finance costs.
On a constant currency basis, and after adjusting for items including finance costs related to the Franked Investment Income Group Litigation Order (FII GLO, as described on page 43), adjusted net finance costs were £1,467 million, an increase of 2.5% (2021: £1,431 million). Please refer to page 35 for discussion of the adjusting items within the Group’s share of post-tax results from associates and joint ventures. For a full reconciliation of net finance costs to adjusted net finance costs at constant rates, see page 51. RESULTS OF ASSOCIATES AND JOINT VENTURES
The Group’s share of post-tax results of associates and joint ventures increased from £415 million to £442 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 22.7% higher at £514 million (2021: £419 million). The movements are largely due to the economic recovery in India in 2022 from COVID-19 which led to difficult trading conditions in 2021, with the results also benefiting from a translational foreign exchange tailwind.
Included above are adjusting costs of £92 million (2021: £12 million). These mainly related to:
•a deemed loss of £3 million (2021: £6 million gain) on dilution of the Group’s holding in ITC;
•the impairment of the Group’s investment in Organigram (£59 million (net of tax)); and
•an impairment of £18 million recognised in 2022 (2021: £18 million) in respect of one of the Group’s associates in Yemen, given the ongoing operational challenges in that country.
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 2021, up 19.6% to £510 million. Please refer to page 36 for discussion of the adjusting items within the Group’s share of post-tax results from associates and joint ventures.
OTHER FINANCIAL INFORMATION
TAXATION
The tax rate in the income statement was a charge of 26.6% (2021: 23.9%). The Group’s tax rate is affected by the impact of the adjusting items referred to on pages 31 to 36 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 40 was 24.8% in 2022 (2021: 24.7%). A full reconciliation from taxation on ordinary activities to the underlying tax rate is provided on page 52.
EARNINGS PER SHARE
Basic earnings per share were down 1.2% at 293.3p (2021: 296.9p) as the improvement in operational performance and translational foreign exchange tailwinds were more than offset by the increase in one-off charges (partly related to Russia and Belarus, the investigations into alleged historical breaches of sanctions, the Nigerian investigation and Quantum), a higher effective tax rate and higher net finance costs.
Before adjusting items and including the dilutive effect of employee share schemes, adjusted diluted earnings per share increased 12.9% to 371.4p (2021: 329.0p). On a constant translational foreign exchange basis, adjusted diluted earnings per share were 5.8% higher at 348.1p. For a full reconciliation of diluted earnings per share to adjusted diluted earnings per share, at constant rates, see page 52.
CASH FLOW
| | | | | | | | | | | |
| For years ended 31 December |
| 2022 | 2021 | Change |
| £m | £m | % |
| Net cash generated from operating activities | 10,394 | | 9,717 | | 7.0% |
| | | |
| As at 31 December |
| 2022 | 2021 | Change |
| £m | £m | % |
| Borrowings (including lease liabilities) | 43,139 | | 39,658 | | 8.8% |
In the Group’s cash flow, prepared in accordance with IFRS and presented on page 30, net cash generated from operating activities increased by 7.0% to £10,394 million (2021: £9,717 million), primarily driven by the growth in profit from operations (including the translational foreign exchange tailwind) combined with higher provisions (partly in respect of the DOJ and OFAC investigations) and other non-cash items, including depreciation, amortisation and impairment. In 2022, the Group paid £231 million related to litigation payments (2021: £248 million) which included, in both 2022 and 2021, payments in respect of Engle.
OTHER FINANCIAL INFORMATION
BORROWINGS AND NET DEBT
Borrowings (which includes lease liabilities) were £43,139 million at 31 December 2022, an increase of 8.8% (31 December 2021: £39,658 million) largely due to the foreign exchange movements, mainly related to the US dollar and sterling. This more than offset the net repayment of borrowings in the year of £223 million.
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 9.9 years at 31 December 2022 (31 December 2021: 10.1 years), and the highest proportion of centrally managed debt maturing in a single rolling 12-month period was 18.6% (2021: 18.6%).
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 £39,281 million (31 December 2021: £36,302 million). A reconciliation of borrowings to net debt is provided below.
| | | | | | | | | | | |
| As at 31 December |
| 2022 | 2021 | Change |
| £m | £m | % |
| Borrowings (including lease liabilities) | (43,139) | | (39,658) | | +8.8% |
| Derivatives in respect of net debt | (167) | | 91 | | -283.5% |
| Cash and cash equivalents | 3,446 | | 2,809 | | +22.7% |
| Current investments held at fair value | 579 | | 456 | | +27.0% |
| Net debt | (39,281) | | (36,302) | | +8.2% |
| Maturity profile of net debt: | | | |
| Net debt due within one year | (181) | | (792) | | -77.1% |
| Net debt due beyond one year | (39,100) | | (35,510) | | +10.1% |
| Net debt | (39,281) | | (36,302) | | +8.2% |
Impacting the carrying value of net debt at the balance sheet date are:
•cash payments related to share schemes and investing activities of £635 million (31 December 2021: £150 million), which, in 2022, was mainly due to the movement in foreign exchange hedges due to the devaluation of sterling, predominantly against the US dollar;
•purchase of own shares (£2,012 million) related to the Group’s announced £2 billion share buy-back programme for 2022, which ended in December 2022;
•other non-cash movements of £84 million;
•the classification of certain balances as held-for-sale related to the proposed sale of the Group’s operations in Russia and Belarus (in 2022) of £352 million; and
•foreign exchange impacts related to the revaluation of foreign currency denominated net debt balances being a net headwind of £3,030 million (31 December 2021: £124 million headwind).
OTHER FINANCIAL INFORMATION
2022 SHARE BUY-BACK PROGRAMME
On 11 February 2022, the Company announced a programme to buy-back up to £2 billion of BAT ordinary shares.
As at 31 December 2022, the Group had repurchased 59,541,862 ordinary shares. Total consideration for the repurchase of shares was £2 billion which is recorded within retained earnings.
DIVIDENDS
The Board has declared an interim dividend of 230.9p per ordinary share of 25p for the year ended 31 December 2022, payable in four equal quarterly instalments of 57.72p per ordinary share in May 2023, August 2023, November 2023 and February 2024. This represents an increase of 6.0% on 2021 (2021: 217.8p per share), and a pay-out ratio, on 2022 adjusted diluted earnings per share, of 62.2%.
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 below:
| | | | | | | | | | | | | | |
| Event (2022 unless stated) | Payment No. 1 | Payment No. 2 | Payment No. 3 | Payment No. 4 |
Record date
(JSE, LSE and NYSE) | 24 March | 14 July | 29 September | 22 December |
| Payment date (LSE and JSE) | 03 May | 18 August | 03 November | 01 February 2024 |
| ADS payment date (NYSE) | 08 May | 23 August | 08 November | 06 February 2024 |
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 |
| 2022 | | 2021 | | 2022 | | 2021 |
Australian dollar | 1.779 | | 1.832 | | 1.774 | | 1.863 |
| Bangladeshi taka | 115.040 | | 117.023 | | 123.502 | | 116.212 |
Brazilian real | 6.384 | | 7.421 | | 6.351 | | 7.544 |
Canadian dollar | 1.607 | | 1.724 | | 1.630 | | 1.711 |
| Chilean peso | 1,076.291 | | 1,045.816 | | 1,024.811 | | 1,153.991 |
Euro | 1.173 | | 1.164 | | 1.127 | | 1.191 |
Indian rupee | 97.030 | | 101.702 | | 99.516 | | 100.684 |
Japanese yen | 161.842 | | 151.124 | | 158.717 | | 155.972 |
| Romanian leu | 5.783 | | 5.727 | | 5.577 | | 5.894 |
Russian rouble | 87.184 | | 101.388 | | 87.812 | | 101.592 |
South African rand | 20.176 | | 20.335 | | 20.467 | | 21.617 |
| Swiss franc | 1.179 | | 1.258 | | 1.113 | | 1.234 |
U.S. dollar | 1.236 | | 1.376 | | 1.203 | | 1.354 |
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. The Board also maintained close oversight of the Group’s response to critical external uncertainties that arose during the year, including significant cost increases due to inflation and higher interest rates which may translate into higher net finance costs as debts are refinanced in the coming years. The ongoing conflict in Ukraine continues to represent a very complex, fast-moving and volatile situation, and the primary focus of the Group remains the safety and wellbeing of Group company employees.
All Group risks are reviewed biannually by the Audit Committee and annually by the Board. ESG is core to the Group’s long-term business strategy and ESG risk factors are embedded across the Group’s risks in accordance with the Risk Management Framework within the Group. In 2022, the Board identified “Climate and circularity” as a Principal Risk to the Group, recognising the Group’s existing commitments to mitigating and adapting to climate change and circular economy related matters.
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;
•Foreign exchange rate exposures;
•Solvency and liquidity; and
•Climate and circularity.
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 Accounts and Form 20-F for the year ended 31 December 2022.
OTHER INFORMATION
CHANGES IN THE GROUP
1.RUSSIA AND BELARUS
On 11 March 2022, as discussed on page 33, the Group announced the intention to transfer its Russian business in compliance with international and local laws. The Group has two subsidiaries in Russia (BAT Russia), being JSC British American Tobacco-SPb and JSC International Tobacco Marketing Services. Due to operational dependencies between Russia and the Group’s subsidiary in Belarus (International Tobacco Marketing Services BY) (BAT Belarus), it has been decided that the Belarusian business will be included in the transfer. Upon completion, the Group will no longer have a presence in Russia or Belarus. The Group is working as quickly as possible to transfer the businesses. At the date of writing, no agreement to transfer the shares in these subsidiaries has been entered into. Further, any transaction that is agreed will be subject to regulatory approvals. In accordance with IFRS, the assets and liabilities of the subsidiaries comprising BAT Russia and BAT Belarus have been classified as held-for-sale at 31 December 2022 and presented as such on the balance sheet at an estimated recoverable value. Impairment charges (£554 million) and associated costs of £58 million (in aggregate £612 million) have been recognised in the Income Statement as adjusting items. The assessment of recoverable value has taken into account a range of internal assumptions, including those regarding the impact, extent and duration of sanctions, likely transaction terms, the likelihood of any consideration being significantly deferred, including the ability to remit funds, and ongoing macroeconomic developments, including the impact of inflation and interest rates. All assumptions are based on current expectations and are subject to a high degree of volatility and uncertainty. On completion of the proposed transfer, certain other items, including foreign exchange previously recognised in the Statement of Other Comprehensive Income (which was £295 million at 31 December 2022), will be reclassified to the Income Statement in the period in which completion occurs. The financial impact of these items will also be treated as non-cash, adjusting items. Refer to page 33 for a detailed analysis of the charge. The transfer of the business will not have a material impact on the remainder of the Group’s supply chain. The Group is in the process of transferring any manufacturing undertaken by Russia and Belarus for other markets to other Group facilities within the region or where operationally efficient.
The Group continues to monitor sanction developments to ensure that it is compliant with international and local laws, and that it has the necessary business controls in place to operate effectively. The Group has taken steps to remain compliant with all new measures and continues to assess their implications.
In 2022, on a constant currency basis, Russia and Belarus accounted for approximately 3.1% of Group revenue, and approximately 2.4% of Group adjusted profit from operations.
To supplement the Group’s results presented in accordance with IFRS, the Group’s Management Board, as the chief operating decision-maker, reviews certain of its results, including volume, revenue, profit from operations and operating margin prior to the impact of businesses sold or to be held-for-sale. 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 businesses sold or to be held-for-sale provide additional useful information to investors regarding the underlying performance of the business on a comparable basis and in the case of the expected sale of the Group's businesses in Russia and Belarus, the impact these businesses have on revenue and profit from operations. Accordingly, the organic financial measures appearing in this document should be read in conjunction with the Group’s results as reported under IFRS.
Please see the reconciliations of volume to organic volume, revenue to organic revenue, profit operations to organic adjusted profit from operations and operating margin to organic adjusted operating margin on page 60. In 2021, the Group sold its Iranian business. However, as the Iranian business was not significant to the users understanding of that year or subsequent years financial performance, management did not treat the sale of Iranian business as an organic adjustment. 2. OTHER CHANGES
In September 2022, the Group acquired a non-controlling (16%) minority stake in one of Germany’s leading cannabis companies, Sanity Group GmbH (Sanity Group) for £32 million. Sanity Group is based in Berlin and has a well-established product portfolio of cannabidiol (CBD) consumer brands and medical cannabis brands. It also has a track record in the research, development and marketing of cannabis products. This investment is complementary to our other recent investments, most notably the strategic R&D collaboration established with Canada’s Organigram Holdings Inc. announced in March 2021. The Sanity Group investment will be accounted for as an associate.
In November 2022, we invested in Charlotte’s Web Holdings, Inc. (Charlotte’s Web), via a convertible debenture of £48 million. Charlotte's Web is based in Colorado, USA, listed on the Toronto Stock Exchange, and holds a prominent position in innovative hemp extract wellness products across major retail channels, including food/drug/mass retail, and natural grocery and vitamin retailers1. Their product formats include tinctures, capsules, chews and topicals. The debenture is currently convertible into a non-controlling equity stake in Charlotte’s Web of approximately 19.9% and is convertible at BAT’s discretion. Given that the nature of the investment as a convertible loan note does not give the Group any current right to a share of the earnings or net assets of the investee, despite the ability to appoint directors, the investment will be recognised at fair value through profit and loss with fair value changes in the investment recognised in net finance costs. On conversion of the loan note, the Group will equity account for its investment.
1. Based on market share data from leading third-party analysts such as The Nielsen Company (total xAOC), SPINS (SPINS Total US), and Brightfield Group, respectively.
OTHER INFORMATION
UPDATE ON INVESTIGATIONS INTO MISCONDUCT ALLEGATIONS
From time to time, the Group investigates, and becomes aware of governmental authorities’ investigations into, allegations of misconduct, including alleged breaches of sanctions and allegations of corruption, against Group companies. The Group cooperates with the authorities’ investigations, where appropriate.
For instance, as previously disclosed, the Group has been cooperating with investigations by the DOJ and the OFAC into suspicions of breaches of sanctions. The Group is currently engaged in discussions with both agencies to find a resolution through settlement. Consequently, the Group has recognised a provision of £450 million in 2022, in line with the requirements of IAS 37 Provisions, Contingent Liabilities and Contingent Assets. However, it cannot be excluded that the amount of any potential settlement with the DOJ and OFAC may vary from this amount. Although the Group is working to resolve the government investigations through settlement, there can be no assurance that these efforts will be successful or, if they are, what the timing or terms of any such settlements would be.
UPDATE ON QUEBEC CLASS ACTION AND CCAA
There have been no substantial developments in respect of the Quebec Class Action and subsequent grant of protection of the Group’s subsidiary, Imperial Tobacco Canada Ltd (ITCAN), under the Companies’ Creditors Arrangement Act (CCAA). The stays are currently in place until 31 March 2023. 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.
Please refer to “Contingent Liabilities and Financial Commitments” below (page 41) and the Group’s Annual Report and Accounts and Form 20-F for the year ended 31 December 2021, note 31 Contingent Liabilities and Financial Commitments for a full discussion of the case. RETIREMENT BENEFIT SCHEMES - U.S. Partial Buy-Out / UK third and final Buy-In
Following a partial buy-out in October 2021, a further partial buy-out was concluded in the U.S. on 7 June 2022, with approximately US$1.6 billion (£1.3 billion) of plan liabilities removed from the balance sheet, resulting in a settlement gain of £16 million. This has been reported as a settlement in the Income Statement, and recognised as an adjusting item. In total, approximately US$3.5 billion (£2.7 billion) of plan liabilities have been removed from the balance sheet in the U.S. under these partial buy-outs, as the Group seeks to de-risk the balance sheet.
Following buy-ins entered into in previous periods, on 26 October 2022 the Trustee's of the British American Tobacco UK Pension Fund (UKPF) entered into an agreement with Pension Insurance Corporation plc (PIC) to acquire third and final 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. £198 million of assets were transferred immediately with £35 million of the premium deferred until 2023 and 2024. As a result of these transactions, approximately 94.0% of the assets held by UKPF (2021: 84%) are represented by the buy-in contracts, covering 100% of UKPF’s retirement liabilities (2021: 91%). On an IAS 19 basis, the subsequent fair value of the insurance policies matches the present value of the liabilities being insured.
EXTERNAL AUDIT TENDER PROCESS
The Audit Committee has commenced planning for an audit tender process to be conducted in 2023 in respect of the audit for the 2025 financial year, in compliance with applicable regulations.
The timetable for the external audit tender process is designed to permit time to plan for the transition of any non-audit services if there is a change of auditor and to enable any new auditor to fully prepare to assume responsibility for a complex and international audit across the Group. The audit tender process will be overseen by the Audit Committee and is expected to conclude later in 2023. It is intended that a resolution proposing the appointment of the selected auditor would be put to shareholders at the 2025 Annual General Meeting.
CHANGES TO THE MAIN BOARD
As previously announced, Krishnan (Kandy) Anand was appointed to the Board of British American Tobacco p.l.c. as a Non-Executive Director on 14 February 2022 and Marion Helmes resigned from the Board as a Non-Executive Director on 28 April 2022.
Also in 2022, Véronique Laury-Deroubaix was appointed to the Board of British American Tobacco p.l.c. as an independent Non-Executive Director and member of the Audit Committee and Nominations Committee with effect from 19 September 2022. In addition, Sue Farr succeeded Dimitri Panayotopoulos as Senior Independent Director, with effect from 1 August 2022.
Savio Kwan will step down as a Non-Executive Director with effect from the conclusion of the 2023 AGM and will not stand for re-election at the 2023 AGM.
OTHER INFORMATION
CHANGES TO THE MANAGEMENT BOARD
On 31 January 2023, the Group announced a number of changes to the Management Board to accelerate its transformation. These changes are:
•With effect from 1 April 2023:
▪The creation of two new Management Board roles:
•Johan Vandermeulen, currently Regional Director, Europe, will be appointed to the new role of Chief Transformation Officer.
•Luciano Comin, currently Regional Director, Americas and Sub-Saharan Africa, will be appointed to the new role of Director, Combustibles.
▪Frederico (Fred) Monteiro will be promoted to the Management Board as Regional Director, Americas & Europe Region (AME).
▪Michael Dijanosic will take on an expanded role as Regional Director, Asia Pacific, Middle East & Africa (APMEA).
▪Guy Meldrum will continue to lead BAT’s largest business in the USA as President, Reynolds American Inc.
▪Javed Iqbal will continue in his role as Director, Digital and Information.
▪The President, Reynolds American Inc., the Regional Directors for AME and APMEA and the Director, Digital & Information will report to the Chief Transformation Officer. The Director, Combustibles will report to the Chief Growth Officer.
▪Tadeu Marroco’s role will be redesignated as Finance Director.
Further:
•Dr James Murphy joined the Management Board as the Director, Research and Science Designate, on 1 February 2023; he will assume the role of Director, Research and Science on 1 March 2023.
•Dr David O’Reilly, Director, Research and Science, will step down from the Management Board on 28 February 2023 and leave BAT with effect from 31 May 2023.
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 2022 Annual Report and Accounts 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, the current macro-economic 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 Accounts 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 |
| 2022 | 2023 Bloomberg Gender Equality Index Member | | P | |
| Gartner Supply Chain 2022 Award: Top 25 ranking | P | P | P |
| CDP: Climate A, Forests A- and Water A- | P | | |
BAT scored 88 (out of 100) in the 2022 S&P Global Corporate Sustainability Assessment
(Score date: 8th December) | P | P | P |
| Dow Jones Sustainability Indices (DJSI): World Index & Industry leader | P | P | P |
| MSCI: BBB rating | P | P | P |
| Sustainalytics Risk Rating: 33.4 score | P | P | P |
In 2022, our U.S. and Mexico businesses scored 100% on the Human Rights Campaign
Foundation’s Corporate Equality Index for LGBT+ workplace equality | | P | |
| S&P Global’s Sustainability Yearbook 2022: highest “Gold Class” distinction | P | P | P |
| BAT's 2022 Workforce Disclosure Initiative submission received a score which placed it in the top 10% of participating companies | | P | |
| Global Top Employer 2022 | | P | |
| Institutional Shareholder Services’ (ISS) Environment and Governance Disclosures Quality Score: highest rating for best-in-class sustainability disclosure practices | P | | P |
| Financial Times Europe Climate Leader Ranking 2022 | P | | |
| 2021 | DJSI: World Index & Industry leader | P | P | P |
| Workforce Disclosure Initiative (WDI): ranked in the top 10% of responding companies | | P | P |
| WDI Workforce Transparency Awards: special mentions in the 'COVID-19 transparency' and 'Workforce action' categories | | P | P |
| CRRA 2020: Winner in the ‘Openness and Honesty’ category for our 2018 ESG Report | P | P | P |
| Disability Confident Committed employer under the UK Government’s accreditation scheme | | P | |
| MSCI: BBB rating | P | P | P |
| Vigeo Eiris: 47% score | P | P | P |
| Sustainalytics Risk Rating: 27.8 score | P | P | P |
| CDP: Climate A and Water A- | P | | |
| S&P Global Sustainability Yearbook Award: highest “Gold Class” distinction | P | P | P |
| Sustainability, Environmental Achievement and Leadership (SEAL) Awards: top 50 companies | P | P | P |
| Global Top Employer | | P | |
| Financial Times Diversity Leader Ranking 2020 | | P | |
| Gartner Supply Chain Award: top 25 ranking | | P | |
Corporate Equality Index 2021: our businesses in the U.S. and Mexico were ranked among the best places to work for LGBTQ equality | | P | |
| Undergraduate Employability Awards: top Medium-sized Undergraduate Scheme (UK) | | P | |
| Product of the Year: Vype ePod best e-cigarette | | P | |
| dotCOMM Awards: Platinum award for our Women in Science video | | P | |
| 2020 | DJSI: World Index & Industry leader | P | P | P |
| RobecoSAM Sustainability Award: Gold Class | P | P | P |
| MSCI: BBB rating | P | P | P |
| Vigeo Eiris: 42% score | P | P | P |
| CDP: Climate A and Water B | P | | |
| Global Child Forum benchmark: leader status | | P | |
| Global Top Employer | | P | |
| Workforce Disclosure Initiative (WDI): industry leader | | P | |
| International Women’s Day: best practice winner | | P | |
| Product of the Year: Vype ePod best e-cigarette | | P | |
A rating and award may be subject to withdrawal or revision at any time. Each rating and award should be evaluated separately from 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.
OTHER INFORMATION
ENQUIRIES
| | | | | | | | | | | |
| INVESTOR RELATIONS: | MEDIA |
Victoria Buxton
| +44 (0)20 7845 2012 | BAT Media Centre | +44 (0)20 7845 2888 |
| Yetunde Ibe | +44 (0)20 7845 1095 | | |
| John Harney | +44 (0)20 7845 1263 | | |
FINANCIAL STATEMENTS
GROUP INCOME STATEMENT
| | | | | | | | | | | |
| For the years ended 31 December | 2022 | | 2021 |
| £m | | £m |
Revenue1 | 27,655 | | | 25,684 | |
| Raw materials and consumables used | (4,781) | | | (4,542) | |
| Changes in inventories of finished goods and work in progress | 227 | | | 160 | |
| Employee benefit costs | (2,972) | | | (2,717) | |
| Depreciation, amortisation and impairment costs | (1,305) | | | (1,076) | |
| Other operating income | 722 | | | 196 | |
| Loss on reclassification from amortised cost to fair value | (5) | | | (3) | |
| Other operating expenses | (9,018) | | | (7,468) | |
| Profit from operations | 10,523 | | | 10,234 | |
| Net finance costs | (1,641) | | | (1,486) | |
| Share of post-tax results of associates and joint ventures | 442 | | | 415 | |
| Profit before taxation | 9,324 | | | 9,163 | |
| Taxation on ordinary activities | (2,478) | | | (2,189) | |
| Profit for the year | 6,846 | | | 6,974 | |
| | | |
| Attributable to: | | | |
| Owners of the parent | 6,666 | | | 6,801 | |
| Non-controlling interests | 180 | | | 173 | |
| 6,846 | | | 6,974 | |
| | | |
| Earnings per share | | | |
| Basic | 293.3p | | 296.9p |
| Diluted | 291.9p | | 295.6p |
All of the activities during both years are in respect of continuing operations.
The accompanying notes on pages 31 to 43 form an integral part of this condensed consolidated financial information. 1 Revenue is net of duty, excise and other taxes of £38,527 million and £38,595 million for the years ended 31 December 2022 and 31 December 2021, respectively.
FINANCIAL STATEMENTS
GROUP STATEMENT OF COMPREHENSIVE INCOME
| | | | | | | | | | | |
| For the years ended 31 December | 2022 | | 2021 |
| £m | | £m |
Profit for the year (page 25) | 6,846 | | | 6,974 | |
| Other comprehensive income | | | |
| Items that may be reclassified subsequently to profit or loss: | 8,506 | | | 509 | |
| Foreign currency translation and hedges of net investments in foreign operations | | | |
| – differences on exchange from translation of foreign operations | 8,923 | | | 32 | |
| – reclassified and reported in profit for the year | 5 | | | 291 | |
| – net investment hedges - net fair value (losses)/gains on derivatives | (578) | | | 75 | |
| – net investment hedges - differences on exchange on borrowings | (21) | | | 24 | |
| Cash flow hedges | | | |
| – net fair value gains | 81 | | | 95 | |
| – reclassified and reported in profit for the year | 101 | | | 32 | |
| – tax on net fair value gains in respect of cash flow hedges | (17) | | | (32) | |
| Investments held at fair value | | | |
| – net fair value gains | 6 | | | 9 | |
| Associates – share of OCI, net of tax | 6 | | | (17) | |
| Items that will not be reclassified subsequently to profit or loss: | 201 | | | 313 | |
| Retirement benefit schemes | | | |
| – net actuarial gains | 316 | | | 382 | |
| – surplus recognition | (39) | | | (1) | |
| – tax on actuarial gains in respect of subsidiaries | (95) | | | (82) | |
| Associates – share of OCI, net of tax | 19 | | | 14 | |
| Total other comprehensive income for the year, net of tax | 8,707 | | | 822 | |
| Total comprehensive income for the year, net of tax | 15,553 | | | 7,796 | |
| | | |
| Attributable to: | | | |
| Owners of the parent | 15,370 | | | 7,622 | |
| Non-controlling interests | 183 | | | 174 | |
| 15,553 | | | 7,796 | |
The accompanying notes on pages 31 to 43 form an integral part of this condensed consolidated financial information.
FINANCIAL STATEMENTS
GROUP STATEMENT OF CHANGES IN EQUITY
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | Attributable to owners of the parent | |
| Share capital | Share premium, capital redemption and merger reserves | Other reserves | Retained earnings | In respect of assets held-for-sale | Total attributable to owners of parent | Perpetual hybrid bonds | Non-controlling interests |
Total equity |
| £m | £m | £m | £m | £m | £m | £m | £m | £m |
Balance at 1 January 2022 | 614 | | 26,622 | | (6,032) | | 44,212 | | — | | 65,416 | | 1,685 | | 300 | | 67,401 | |
Total comprehensive income for the year comprising: (page 26) | — | | — | | 8,521 | | 6,849 | | — | | 15,370 | | — | | 183 | | 15,553 | |
Profit for the year (page 25) | — | | — | | — | | 6,666 | | — | | 6,666 | | — | | 180 | | 6,846 | |
Other comprehensive income for the year (page 26) | — | | — | | 8,521 | | 183 | | — | | 8,704 | | — | | 3 | | 8,707 | |
| Other changes in equity | | | | | | | | | |
| Cash flow hedges reclassified and reported in total assets | — | | — | | (129) | | — | | — | | (129) | | — | | — | | (129) | |
| Employee share options | | | | | — | | | | | |
| – value of employee services | — | | — | | — | | 81 | | — | | 81 | | — | | — | | 81 | |
| –proceeds from new shares issued | — | | 5 | | — | | — | | — | | 5 | | — | | — | | 5 | |
| – treasury shares used for share option schemes | — | | 1 | | — | | (1) | | — | | — | | — | | — | | — | |
| Dividends and other appropriations | | | | | — | | | | | |
| – ordinary shares | — | | — | | — | | (4,915) | | — | | (4,915) | | — | | — | | (4,915) | |
| – to non-controlling interests | — | | — | | — | | — | | — | | — | | — | | (141) | | (141) | |
| Purchase of own shares | | | | | — | | | | | |
| – held in employee share ownership trusts | — | | — | | — | | (80) | | — | | (80) | | — | | — | | (80) | |
| – share buy-back programme | — | | — | | — | | (2,012) | | — | | (2,012) | | — | | — | | (2,012) | |
| Perpetual hybrid bonds | | | | | — | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| – coupons paid | — | | — | | — | | (59) | | — | | (59) | | — | | — | | (59) | |
| – tax on coupons paid | — | | — | | — | | 11 | | — | | 11 | | — | | — | | 11 | |
| Non-controlling interests - acquisitions | — | | — | | — | | (1) | | — | | (1) | | — | | — | | (1) | |
| | | | | | | | | |
| Reclassification of equity relating to assets held-for-sale | — | | — | | 295 | | — | | (295) | | — | | — | | — | | — | |
| Other movements | — | | — | | — | | (4) | | 0 | | (4) | | — | | — | | (4) | |
Balance at 31 December 2022 | 614 | | 26,628 | | 2,655 | | 44,081 | | (295) | | 73,683 | | 1,685 | | 342 | | 75,710 | |
| | | | | | | | | |
| 2021 | Attributable to owners of the parent | | |
| Share capital | Share premium, capital redemption and merger reserves | Other reserves | Retained earnings | In respect of assets held-for-sale | Total attributable to owners of parent | Perpetual hybrid bonds | Non-controlling interests |
Total equity |
| £m | £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 (expense)/income for the year comprising: (page 26) | — | | — | | 523 | | 7,099 | | — | | 7,622 | | — | | 174 | | 7,796 | |
Profit for the year (page 25) | — | | — | | — | | 6,801 | | — | | 6,801 | | — | | 173 | | 6,974 | |
Other comprehensive (expense)/income for the year (page 26) | — | | — | | 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 | |
The accompanying notes on pages 31 to 43 form an integral part of this condensed consolidated financial information.
FINANCIAL STATEMENTS
GROUP BALANCE SHEET
| | | | | | | | | | | |
| As at 31 December | 2022 | | 2021 |
| £m | | £m |
| Assets | | | |
| Non-current assets | | | |
| Intangible assets | 129,075 | | | 115,625 | |
| Property, plant and equipment | 4,867 | | | 4,953 | |
| Investments in associates and joint ventures | 2,020 | | | 1,948 | |
| Retirement benefit assets | 1,000 | | | 918 | |
| Deferred tax assets | 682 | | | 611 | |
| Trade and other receivables | 241 | | | 210 | |
| Investments held at fair value | 121 | | | 50 | |
| Derivative financial instruments | 131 | | | 243 | |
| Total non-current assets | 138,137 | | | 124,558 | |
| | | |
| Current assets | | | |
| Inventories | 5,671 | | | 5,279 | |
| Income tax receivable | 149 | | | 117 | |
| Trade and other receivables | 4,367 | | | 3,951 | |
| Investments held at fair value | 579 | | | 456 | |
| Derivative financial instruments | 430 | | | 182 | |
| Cash and cash equivalents | 3,446 | | | 2,809 | |
| 14,642 | | | 12,794 | |
| Assets classified as held-for-sale | 767 | | | 13 | |
| Total current assets | 15,409 | | | 12,807 | |
| Total assets | 153,546 | | | 137,365 | |
The accompanying notes on pages 31 to 43 form an integral part of this condensed consolidated financial information.
FINANCIAL STATEMENTS
GROUP BALANCE SHEET – cont…
| | | | | | | | | | | |
| As at 31 December | 2022 | | 2021 |
| £m | | £m |
| Equity – capital and reserves | | | |
| Share capital | 614 | | | 614 | |
| Share premium, capital redemption and merger reserves | 26,628 | | | 26,622 | |
| Other reserves | 2,655 | | | (6,032) | |
| Retained earnings | 44,081 | | | 44,212 | |
| In respect of assets held-for-sale | (295) | | | — | |
| Owners of the parent | 73,683 | | | 65,416 | |
| Perpetual hybrid bonds | 1,685 | | | 1,685 | |
| Non-controlling interests | 342 | | | 300 | |
| Total equity | 75,710 | | | 67,401 | |
| | | |
| Liabilities | | | |
| Non-current liabilities | | | |
| Borrowings | 38,726 | | | 35,666 | |
| Retirement benefit liabilities | 949 | | | 1,239 | |
| Deferred tax liabilities | 18,428 | | | 16,462 | |
| Other provisions for liabilities | 434 | | | 392 | |
| Trade and other payables | 944 | | | 982 | |
| Derivative financial instruments | 502 | | | 79 | |
| Total non-current liabilities | 59,983 | | | 54,820 | |
| | | |
| Current liabilities | | | |
| Borrowings | 4,413 | | | 3,992 | |
| Income tax payable | 1,049 | | | 879 | |
| Other provisions for liabilities | 1,087 | | | 461 | |
| Trade and other payables | 10,449 | | | 9,577 | |
| Derivative financial instruments | 427 | | | 235 | |
| 17,425 | | | 15,144 | |
| Liabilities associated with assets classified as held-for-sale | 428 | | | — | |
| Total current liabilities | 17,853 | | | 15,144 | |
| | | |
| Total equity and liabilities | 153,546 | | | 137,365 | |
The accompanying notes on pages 31 to 43 form an integral part of this condensed consolidated financial information.
FINANCIAL STATEMENTS
GROUP CASH FLOW STATEMENT
| | | | | | | | | | | |
| For the years ended 31 December | 2022 | | 2021 |
| £m | | £m |
| Cash flows from operating activities | | | |
Cash generated from operating activities (page 36) | 12,537 | | | 11,678 | |
| Dividends received from associates | 394 | | | 353 | |
| Tax paid | (2,537) | | | (2,314) | |
Net cash generated from operating activities | 10,394 | | | 9,717 | |
| Cash flows from investing activities | | | |
| Interest received | 85 | | | 33 | |
| Purchases of property, plant and equipment | (523) | | | (527) | |
| Proceeds on disposal of property, plant and equipment | 31 | | | 31 | |
| Purchases of intangibles | (133) | | | (218) | |
| Proceeds on disposal of intangibles | 3 | | | — | |
| Purchases of investments | (257) | | | (369) | |
| Proceeds on disposals of investments | 128 | | | 141 | |
| Investment in associates and acquisitions of other subsidiaries net of cash acquired | (39) | | | (133) | |
| Disposal of subsidiary, net of cash disposed of | — | | | (98) | |
Net cash used in investing activities | (705) | | | (1,140) | |
| Cash flows from financing activities | | | |
| Interest paid on borrowings and financing related activities | (1,578) | | | (1,479) | |
| Interest element of lease liabilities | (25) | | | (23) | |
| Capital element on lease liabilities | (161) | | | (154) | |
| Proceeds from increases in and new borrowings | 3,267 | | | 978 | |
| Reductions in and repayments of borrowings | (3,044) | | | (4,843) | |
(Outflows)/inflows relating to derivative financial instruments | (117) | | | 229 | |
| Purchases of own shares - share buy-back programme | (2,012) | | | — | |
| Purchases of own shares held in employee share ownership trusts | (80) | | | (82) | |
| Proceeds from the issue of perpetual hybrid bonds, net of issuance costs | — | | | 1,681 | |
| Coupon paid on perpetual hybrid bonds | (60) | | | (6) | |
| Dividends paid to owners of the parent | (4,915) | | | (4,904) | |
| Capital injection from and purchases of non-controlling interests | (1) | | | 1 | |
| Dividends paid to non-controlling interests | (158) | | | (150) | |
| Other | 6 | | | 3 | |
Net cash used in financing activities | (8,878) | | | (8,749) | |
Net cash flows generated from/(used in) operating, investing and financing activities | 811 | | | (172) | |
| Transferred to held-for-sale | (368) | | | — | |
| Differences on exchange | 431 | | | (253) | |
Increase/(decrease) in net cash and cash equivalents in the year | 874 | | | (425) | |
| Net cash and cash equivalents at 1 January | 2,463 | | | 2,888 | |
| Net cash and cash equivalents at 31 December | 3,337 | | | 2,463 | |
| Cash and cash equivalents per balance sheet | 3,446 | | | 2,809 | |
| Overdrafts and accrued interest | (109) | | | (346) | |
| Net cash and cash equivalents at 31 December | 3,337 | | | 2,463 | |
The accompanying notes on pages 31 to 43 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 31 to 35, included in the above, are £466 million (31 December 2021: £501 million).
Notes to the Financial Statements
ACCOUNTING POLICIES AND BASIS OF PREPARATION
The condensed consolidated financial information has been extracted from the Annual Report and Accounts and Form 20-F, including the audited financial statements for the year ended 31 December 2022. 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 Accounts and Form 20-F for the year ended 31 December 2021.
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. Other than in respect of the Group’s Russian and Belarusian businesses (which have been classified as held-for-sale) and certain assumptions related to the assessment of the carrying value of goodwill and intangible assets, the key estimates and assumptions were the same as those that applied to the consolidated financial information for the year ended 31 December 2021, apart from updating the assumptions used to determine the carrying value of liabilities for retirement benefit schemes. As described on page 34, 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 and ongoing challenging trading conditions in certain markets). Other than as described on page 34, being mainly in respect of Peru (in 2021), 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 23, 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 Accounts and Form 20-F. ADJUSTING ITEMS
Adjusting items are significant items of 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 profit from operations, adjusted diluted earnings per share, adjusted net finance costs and adjusted taxation, all of which are before the impact of adjusting items and which are reconciled from profit from operations and diluted earnings per share.
Notes to the Financial Statements
ANALYSIS OF REVENUE AND PROFIT FROM OPERATIONS BY SEGMENT
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Years ended 31 December | 2022 | 2021 |
| Reported | | | Exchange | At CC2 | Reported | | |
| Revenue | £m | | | £m | £m | £m | | |
| U.S. | 12,639 | | | | (1,281) | | 11,358 | | 11,691 | | | |
| AmSSA | 4,203 | | | | (224) | | 3,979 | | 3,801 | | | |
| Europe | 6,346 | | | | 77 | | 6,423 | | 6,001 | | | |
| APME | 4,467 | | | | 46 | | 4,513 | | 4,191 | | | |
| Total Region | 27,655 | | | | (1,382) | | 26,273 | | 25,684 | | | |
| Years ended 31 December | 2022 | 2021 |
| Reported | Adj Items1 | Adjusted | Exchange | Adjusted at CC2 | Reported | Adj Items1 | Adjusted |
| Profit from Operations | £m | £m | £m | £m | £m | £m | £m | £m |
| U.S. | 6,205 | | 630 | | 6,835 | | (740) | | 6,095 | | 5,566 | | 321 | | 5,887 | |
| AmSSA | 2,022 | | (280) | | 1,742 | | (83) | | 1,659 | | 1,496 | | 94 | | 1,590 | |
| Europe | 1,270 | | 812 | | 2,082 | | 21 | | 2,103 | | 1,885 | | 71 | | 1,956 | |
| APME | 1,026 | | 723 | | 1,749 | | 20 | | 1,769 | | 1,287 | | 430 | | 1,717 | |
| Total Region | 10,523 | | 1,885 | | 12,408 | | (782) | | 11,626 | | 10,234 | | 916 | | 11,150 | |
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.
(3)Effective 1 January 2022, the North African markets of Algeria, Egypt, Libya, Morocco, Sudan and Tunisia, which formed part of the Europe and North Africa (ENA) region were moved to the Asia-Pacific and Middle East (APME) region. From 2022, the ENA region has been renamed Europe. The impact of this is not considered material to the understanding of the regional results of the Europe and APME region and therefore the prior year comparative information has not been restated.
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 Accounts and Form 20-F for the year ended 31 December 2022.
In summary, in 2022, the Group incurred £1,885 million (2021: £916 million) of adjusting items within profit from operations:
| | | | | | | | | | | |
| Years ended 31 December | 2022 | | 2021 |
| £m | | £m |
| | | |
| (a) Restructuring and integration costs | 771 | | | 150 | |
| (b) Amortisation and impairment of trademarks and similar intangibles | 285 | | | 306 | |
| (c) Charges in connection with planned disposal of subsidiaries | 612 | | | — | |
| (c) Charges in connection with disposal of subsidiaries | (6) | | | 358 | |
| (d) Credit in respect of partial buy-out of the pension fund in the U.S. | (16) | | | (35) | |
| (d) Credit in respect of calculation of VAT on social contributions in Brazil | (460) | | | — | |
| (d) Charges in respect of DOJ and OFAC investigations | 450 | | | — | |
| (d) Charges in respect of Nigeria Federal Competition and Consumer Protection Commission (FCCPC) case | 79 | | | — | |
| (d) Other adjusting items (including Engle) | 170 | | 80 | |
| (e) Impairment of goodwill (mainly Peru in 2021) | — | | | 57 |
| Total adjusting items included in profit from operations | 1,885 | | | 916 | |
(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. The costs of the Group’s initiatives are included in profit from operations under the following headings:
| | | | | | | | | | | |
Years ended 31 December | 2022 |
| 2021 |
| £m |
| £m |
Employee benefit costs | 315 | |
| 160 |
Depreciation, amortisation and impairment costs | 220 | |
| (11) |
Other operating expenses | 237 | |
| 1 |
| Other operating income | (1) | | | 0 |
Total | 771 | | 150 | |
Notes to the Financial Statements
ADJUSTING ITEMS INCLUDED IN PROFIT FROM OPERATIONS cont...
The adjusting charge in 2022 and 2021 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 has delivered £1.9 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 2022 is a charge of £118 million, including £4 million for foreign exchange reclassified from equity, related to the Group's withdrawal from Egypt. The costs also cover the downsizing and factory rationalisation activities in 2022 and 2021, including as related to the factory closure programmes in the U.S., Singapore and Switzerland. 2021 also included 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.
(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 £285 million (2021: £306 million) is included in depreciation, amortisation and impairment costs in the income statement.
(c) Assets classified as held-for-sale
On 11 March 2022, the Group announced its intention to transfer BAT Russia in compliance with international and local laws. As described on page 20. Due to operational dependencies between BAT Russia and BAT Belarus, it has been decided that the Belarusian business will be included in any transaction. Upon completion, the Group will no longer have a presence in Russia or Belarus. The Group is working as quickly as possible to transfer the businesses. At the date of writing, no agreement to transfer the shares in these subsidiaries has been entered into. Further, any transaction that is agreed will be subject to regulatory approvals. In accordance with IFRS, the assets of these subsidiaries comprising £281 million of property, plant and equipment and other non-current assets, £474 million of trade and other receivables, £368 million of cash and cash equivalents and £181 million of other current assets principally relating to inventories, have been classified as held-for-sale at 31 December 2022 and presented as such on the balance sheet at an estimated recoverable value (fair value less costs to sell). In addition, £16 million of borrowings and £412 million of trade creditors and other current liabilities have been classified as held-for-sale at 31 December 2022. Impairment charges of £554 million and associated costs of £58 million have been recognised in the Income Statement as adjusting items. The assessment of recoverable value has taken into account a range of internal assumptions, including those regarding the impact, extent and duration of sanctions, likely transaction terms, the likelihood of any consideration being significantly deferred, potentially impacting the ability to remit funds, and ongoing macro-economic developments, such as the impact of inflation and interest rates. All assumptions are based on current expectations and are subject to a very high degree of volatility and uncertainty and therefore may change up until the final value can be determined, based on an actual transaction.
On completion of the transaction, certain other items, including foreign exchange previously recognised in the Statement of Other Comprehensive Income (which was £295 million at 31 December 2022), will be reclassified to the Income Statement in the period in which completion occurs. The financial impact of these items will also be treated as non-cash, adjusting items.
The following is a reconciliation between the total assets available for sale and their estimated recoverable amount (fair value less costs to sell):
| | | | | |
| At 31 December 2022 | £m |
Total assets held-for-sale* | 1,321 | |
Impairment of non-current assets held-for-sale - Russia and Belarus | (281) | |
| 1,040 | |
Excess impairment beyond non-current assets held-for-sale - Russia and Belarus | (273) | |
| Assets held-for-sale* | 767 | |
*Includes £15 million of assets held-for-sale in territories other than Russia and BelarusAlso included in 2022 is a net credit of £6 million related to the sale of the Group’s Iranian business, which was completed in 2021 and for which a charge of £358 million was recognised in that year.
(d) Other
In 2022, the Group incurred £223 million (2021: £45 million) of other adjusting items. These included:
•A charge of £450 million recognised in respect of the DOJ and OFAC investigations into alleged historical breaches of sanctions (see page 21); •A charge of £79 million related to the conclusion of the investigation into alleged violations of the Nigerian Competition and Consumer Protection Act and National Tobacco Control Act;
•A net credit (£460 million) related to the calculation of VAT on social contributions in Brazil;
•A credit of £16 million (2021: £35 million) in respect of a settlement gain related to the partial buy-out of the U.S. pension fund. Across 2022 and 2021 a total of approximately US$3.5 billion (£2.7 billion) of plan liabilities have been removed from the balance sheet; and
•Other costs of £170 million (2021: £80 million). In 2022, this mainly related to litigation costs including Engle progeny cases (2021: £54 million). Also included in 2021 were settlement costs in Turkey and South Korea (£26 million).
Notes to the Financial Statements
ADJUSTING ITEMS INCLUDED IN PROFIT FROM OPERATIONS cont...
(e) 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.
The Group’s impairment testing uses the value-in-use method, with calculations prepared on a ten-year cash flow forecast (five-year cash flow forecast for Reynolds) which assumes long-term volume decline of cigarettes, generally 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 relevant local (or comparable) government, adjusted for the Group’s own credit market risk. This applies to all cash generating units with the exception of Reynolds, which had its discount rate independently determined based on its own weighted average cost of capital and U.S. market-related premiums. In general, an overall increase in post-tax discount rates in 2022 has been observed, primarily driven by higher interest rates and bond yields. In relation to Reynolds, this has been partially offset by a reduction in the risk-adjustment incorporated into the 2021 discount rates which has now been incorporated directly into the cash flows. 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 28 April 2022, the FDA announced a proposed product standard to prohibit menthol as a characterising flavour in cigarettes, consistent with their previously stated timeline. Management notes that the proposal of a product standard does not itself constitute a ban on menthol in cigarettes given the proposed standard is still required to go through the established U.S. comprehensive rule-making process. Further to this, on 21 June 2022, the FDA announced plans to develop a proposed product standard that would establish a maximum nicotine level in cigarettes and certain other combustible tobacco products to reduce addictiveness. Management notes that the FDA announcement does not itself constitute restrictions on nicotine levels in cigarettes, and any proposed regulation of nicotine 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 does not deem this to be a new development but rather a continuation of the rulemaking process that the FDA initiated in 2017 and was later put on hold. In December 2022, the sale of most tobacco products with characterising flavours (including menthol) other than tobacco were banned in the state of California. The impact of such ban does not present an indicator of a potential impairment for Reynolds American goodwill or any of the indefinite-lived intangibles. The Group has a long-standing track record of managing regulatory shifts and, in the event of a regulatory change, the Group remains confident in its ability to navigate that environment successfully.
In 2022, the value-in-use calculations for the U.S. have been determined based on probability weighted scenarios to derive a risk-adjusted cash flow forecast applied within the valuations. Management incorporated the following scenarios into the valuation:
•Management’s internal forecast (risk of the proposed product standard to prohibit menthol as a characterising flavour in cigarettes incorporated into the terminal value).
•Assuming a final product standard to prohibit menthol as a characterising flavour in cigarettes becomes effective in the final year of the discrete forecast period (management’s best estimate of the ban’s effective date, if a final rule is published).
•No product standard to prohibit menthol as a characterising flavour in cigarettes ultimately ends up being introduced.
This is a change in valuation methodology from 2021 where management prepared one cash flow forecast for the U.S. with the potential impact/risk of a proposed product standard to prohibit menthol as a characterising flavour in cigarettes incorporated into the terminal value and discount rate. This change was a result of the timing of a proposed product standard narrowing given we have moved one year further forward.
Notes to the Financial Statements
ADJUSTING ITEMS INCLUDED IN PROFIT FROM OPERATIONS cont...
(e) Ongoing impairment review of assets cont...
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 for Reynolds goodwill and specific indefinite-lived intangibles:
| | | | | | | | | | | | | | | | | | | | | | | |
| Carrying Value | | Pre-tax discount rate | | Long-term growth rate (probability weighted) |
| At 31 December 2022 (£m) | | Applied | Required increase to reach nil headroom | | Applied | Required reduction to reach nil headroom |
| Reynolds American Goodwill | 37,181 | | 8.8% | 0.8% | | 1.1% | 0.8% |
| | | | | | |
| Newport | 33,236 | | 9.2% | 3.4% | | 0.9% | 4.0% |
| | | | | | |
| Camel | 14,058 | | 8.9% | 5.5% | | 0.9% | 7.0% |
| | | | | | |
| Camel Snus | 1,355 | | 8.6% | 0.4% | | 1.0% | 0.5% |
| | | | | | |
| Pall Mall | 6,252 | | 8.6% | 2.2% | | 1.0% | 2.4% |
| | | | | | |
| Grizzly | 10,308 | | 8.6% | 0.8% | | 1.0% | 1.0% |
| | | | | | |
In addition to the above, management also considered a number of reasonably possible scenarios which could result in a potential impairment. The following scenarios were deemed to be possible:
| | | | | | | | | | | | | | | | | | | | |
| Reynolds American Goodwill (Current headroom: £11,826 million) | Camel Snus (Current headroom: £95 million) |
| | | | | | |
| Assumptions | Reasonable possible change | Impact (£m) | Possible Impairment (£m) | Reasonable possible change | Impact (£m) | Possible Impairment (£m) |
| Pre-tax discount rate | Increase of 0.93% | (13,355) | (1,529) | Increase of 0.94% | (165) | (70) |
| Long-term growth rates | Decrease of 0.85% | (13,036) | (1,210) | Decrease of 1.00% | (175) | (80) |
Apart from Camel Snus, management concluded that no reasonably possible scenarios were identified that resulted in any of the indefinite-lived intangibles requiring an impairment charge. However, it is noted that if adverse movement occurred in a combination of key assumptions for the Pall Mall brand intangible this may result in an impairment charge.
Aside from the considerations noted above, no impairments were identified in any cash generating units as part of our review.
In 2021, the Group also recognised an impairment charge of £57 million in respect of goodwill related to the Group's operations in Peru and Myanmar.
ADJUSTING ITEMS INCLUDED IN NET FINANCE COSTS
In 2022, the Group incurred adjusting items within net finance costs of £34 million (2021: £55 million). This included:
•interest of £33 million (2021: £20 million) in relation to the FII GLO, as described on page 43; •foreign exchange on cash balances in Russia (£15 million);
•interest on other adjusting payables in respect of Switzerland (£3 million); and
•partially offset by the reversal of a provision raised in 2021 (£24 million) in respect of the disposal of the Group's Iranian business, being a credit in 2022 of £17 million.
Also in 2021, a charge of £11 million was recognised in relation to the amnesty tax payment in Turkey.
All of the adjustments noted above have been included in the adjusted earnings per share calculation on page 40.
Notes to the Financial Statements
ADJUSTING ITEMS INCLUDED IN RESULTS OF ASSOCIATES AND JOINT VENTURES
The Group’s interest in ITC decreased from 29.38% in 2021 to 29.19% in 2022 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 loss of £3 million (2021: £6 million gain), which is treated as a deemed partial disposal and included in the income statement.
In 2022, the Group:
•impaired the investment in Organigram by £59 million (net of tax), driven by the decrease in that company’s share price; and
•impaired the remaining investment in the Group's associates in Yemen (£18 million net of tax), having recognised a charge of £18 million in 2021.
Also, in 2022 and 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. 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 2021.
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 40. 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 2022 included a net credit of £27 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 and a potential clawback of tax reliefs arising from the closure of the Group's factory in Switzerland. In 2021, this 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.
The adjusting tax item also includes £176 million (2021: £119 million) in respect of the taxation on other adjusting items, which are described on pages 31 to 36. Refer to page 43 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 40. CASH FLOW
Net cash generated from operating activities
Net cash generated from operating activities in the IFRS cash flows on page 30 includes the following items: | | | | | | | | | | | |
| Years ended 31 December | 2022 | | 2021 |
| £m | | £m |
| | | |
| Profit for the year | 6,846 | | | 6,974 | |
| Taxation on ordinary activities | 2,478 | | | 2,189 | |
| Share of post-tax results of associates and joint ventures | (442) | | | (415) | |
| Net finance costs | 1,641 | | | 1,486 | |
| Profit from operations | 10,523 | | | 10,234 | |
| Adjustments for: | | | |
| – depreciation, amortisation and impairment costs | 1,305 | | | 1,076 | |
– (increase)/decrease in inventories | (246) | | | 433 | |
– increase in trade and other receivables | (42) | | | (393) | |
– decrease in Master Settlement Agreement payable | (145) | | | (36) | |
– increase in trade and other payables | 3 | | | 183 | |
– decrease in net retirement benefit liabilities | (110) | | | (104) | |
– increase/(decrease) in other provisions for liabilities | 643 | | | (145) | |
| – other non-cash items | 606 | | | 430 | |
| Cash generated from operating activities | 12,537 | | | 11,678 | |
| Dividends received from associates | 394 | | | 353 | |
| Tax paid | (2,537) | | | (2,314) | |
Net cash generated from operating activities | 10,394 | | | 9,717 | |
Notes to the Financial Statements
Net cash generated from operating activities cont...
Net cash generated from operating activities increased by £677 million, primarily driven by the growth in profit from operations (including the translational foreign exchange tailwind) combined with higher provisions (partly in respect of the DOJ and OFAC investigations) and other non-cash items, including depreciation, amortisation and impairment. Included within net cash generated from operating activities were litigation payments of £231 million (2021: £248 million) which included, in both 2022 and 2021, payments in respect of Engle. 2021 also included payment obligations under the state settlement agreements with Florida, Texas, Mississippi and Minnesota for brands previously sold to a third party.
Expenditure on research and development was approximately £323 million in 2022 (2021: £304 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 decreased by £435 million to £705 million (2021: £1,140 million) partly due to a lower net outflow of £129 million (2021: £228 million net outflow) from short-term investment products, including treasury bills, while 2021 included the disposal of the Group’s Iranian business (£98 million) and the purchase of the equity stake in Organigram. Purchases of property, plant and equipment were largely in line with 2021, at £523 million (2021: £527 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 2022, the Group invested £630 million, a decrease of 5.0% on the prior year (2021: £664 million). The Group expects gross capital expenditure in 2023 of approximately £600 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 £8,878 million in 2022 (2021: £8,749 million outflow). The total outflow includes:
•the payment of the dividend of £4,915 million (2021: £4,904 million), which was a marginal increase on 2021 due to the higher dividend per share, offset by the reduction in the number of shares due to the share buy-back programme undertaken in the year;
•the acquisition of 59.5 million shares for £2,012 million by the Group under the share buy-back programme;
•higher interest paid in the year of £1,578 million (2021: £1,479 million), driven by higher interest charges as new debt issued replaced cheaper debt on maturity; and
•the net issuance of borrowings in 2022 of £223 million compared to a net repayment of borrowings in 2021 of £3,865 million. The movement was impacted by the issuance of perpetual hybrid bonds (£1,681 million inflow) in 2021.
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 2022, the average centrally managed debt maturity of bonds was 9.9 years (31 December 2021: 10.1 years) and the highest proportion of centrally managed debt maturing in a single rolling 12-month period was 18.6% (31 December 2021: 18.6%).
The Group continues to maintain investment-grade credit ratings, with ratings from Moody’s/S&P at Baa2 (stable outlook)/BBB+ (negative outlook), respectively. 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 2022, the relevant ratios of floating to fixed rate borrowings were 3:97 (31 December 2021: 10:90) on a net basis. Excluding cash and other liquid assets in Canada, which are subject to certain restrictions under Companies' Creditors Arrangement Act (CCAA) protection, the ratios of floating to fixed rate borrowings were 7:93 (2021: 13:87).
The Group is party to the ISDA fallback protocol and, in January 2022, it automatically replaced GBP LIBOR with an economically equivalent interest rate referencing SONIA for derivatives on their reset date.
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 2022, commercial paper of £27 million was outstanding (31 December 2021: £269 million drawn). 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 2022, the Group had access to a £5.69 billion revolving credit facility. This facility was undrawn at 31 December 2022. In February 2022, the Group exercised the second of the one-year extension options. The £2.85 billion 364-day tranche was extended to March 2023 at the reduced amount of £2.7 billion and £2.5 billion of the five-year tranche was 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 2022, the Group extended short-term bilateral facilities totalling £3.0 billion. As at 31 December 2022, £875 million was drawn on a short-term basis with £2.1 billion undrawn and still available under such bilateral facilities. 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 repayments in the period
•In March 2022, the Group accessed the US dollar market under its SEC Shelf Programme, raising a total of US$2.5 billion across two tranches;
•In May 2022, the Group repaid €600 million bond at maturity;
•In June 2022, the Group repaid US$419 million and £180 million bonds at maturity;
•In August 2022, the Group repaid US$750 million and US$601 million bonds at maturity; and
•In October 2022, the Group raised US$600 million in the US dollar market under its SEC Shelf Programme.
The Group has debt maturities of around £4 billion annually in the next two years. Due to higher interest rates, net finance costs are expected to increase as debts are refinanced.
Notes to the Financial Statements
RELATED PARTY DISCLOSURES
The Group’s related party transactions and relationships for 2021 were disclosed on pages 249 and 250 of the Annual Report and Accounts and Form 20-F for the year ended 31 December 2021.
In the year ended 31 December 2022, 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 2022 will be included in the Annual Report and Accounts and Form 20-F for the year ended 31 December 2022. EARNINGS PER SHARE
Basic earnings per share were down 1.2% at 293.3p (2021: 296.9p) as the improvement in operational performance and translational foreign exchange tailwinds were more than offset by the increase in one-off charges (partly related to Russia and Belarus, the investigations into alleged historical breaches of sanctions, the Nigerian investigation and Quantum), a higher effective tax rate and higher net finance costs.
Before adjusting items and including the dilutive effect of employee share schemes, adjusted diluted earnings per share increased 12.9% to 371.4p (2021: 329.0p). On a constant translational foreign exchange basis, adjusted diluted earnings per share were 5.8% higher at 348.1p. For a full reconciliation of diluted earnings per share to adjusted diluted earnings per share, at constant rates, see page 52. 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 2022 this was £49 million (2021: £12 million). | | | | | | | | | | | |
| Years ended 31 December | 2022 | | 2021 |
| £m | | £m |
| Earnings attributable to owners of the parent | 6,666 | | | 6,801 | |
| Coupon on perpetual hybrid bonds | (60) | | | (15) | |
| Tax on coupon on perpetual hybrid bonds | 11 | | | 3 | |
| Earnings | 6,617 | | | 6,789 | |
On 11 February 2022, the Company announced a share buy-back programme of up to £2 billion. As at 31 December 2022, the Company had repurchased 59,541,862 ordinary shares. Total consideration for the repurchase of shares was £2.0 billion which is recorded within retained earnings.
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.
Earnings per share calculations are based upon the following :
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Reported | | | Adjusted | | | Headline |
| | Basic | Diluted | | Basic | Diluted | | Basic | Diluted |
Year ended 31 December 2022 | | | | | | | | | |
| - Earnings | £m | 6,617 | | 6,617 | | | 8,420 | | 8,420 | | | 7,499 | | 7,499 | |
| - Shares | m | 2,256 | | 2,267 | | | 2,256 | | 2,267 | | | 2,256 | | 2,267 | |
| - Per share | GBp | 293.3 | 291.9 | | 373.2 | 371.4 | | 332.4 | 330.8 |
Year ended 31 December 2021 | | | | | | | | | |
| - Earnings | £m | 6,789 | | 6,789 | | | 7,556 | | 7,556 | | | 7,243 | | 7,243 | |
| - Shares | m | 2,287 | | 2,297 | | | 2,287 | | 2,297 | | | 2,287 | | 2,297 | |
| - Per share | GBp | 296.9 | 295.6 | | 330.4 | 329.0 | | 316.7 | 315.3 |
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.
Notes to the Financial Statements
Earnings per share cont…
Adjusted diluted earnings per share are calculated by taking the following adjustments into account (see pages 31 to 36): | | | | | | | | | | | |
| Years ended 31 December | 2022 | | 2021 |
| pence | | pence |
| Diluted earnings per share | 291.9 | | | 295.6 | |
| Effect of amortisation and impairment of goodwill, trademarks and similar intangibles | 9.6 | | | 12.7 | |
| Effect of Brazil VAT case | (17.1) | | | — | |
| Effect of disposal of subsidiaries | (0.3) | | | 15.6 | |
| Effect of excise and VAT dispute | — | | | 1.0 | |
| Effect of charges in respect of DOJ and OFAC investigations | 19.9 | | | — | |
| Effect of charges in respect of Nigerian FCCPC case | 3.5 | | | — | |
| Effect of impairment on held-for-sale assets and associated costs | 26.4 | | | — | |
| Effect of restructuring and integration costs | 28.9 | | | 4.9 | |
| Effect of other adjusting items | 5.2 | | | 0.6 | |
| Effect of adjusting items in net finance costs | 1.2 | | | 2.4 | |
| Effect of associates’ adjusting items | 4.1 | | | 0.5 | |
| Effect of adjusting items in respect of deferred taxation | (1.9) | | | (4.3) | |
| Adjusted diluted earnings per share | 371.4 | | | 329.0 | |
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 | 2022 | | 2021 |
| pence | | pence |
| Diluted earnings per share | 291.9 | | | 295.6 | |
| Effect of impairment of intangibles, property, plant and equipment, associates and held-for-sale assets (net of tax) | 15.5 | | | 4.2 | |
| Effect of gains on disposal of property, plant and equipment, trademarks, held-for-sale assets, partial/full termination of IFRS 16 leases, and sale and leaseback (net of tax) | (0.7) | | | (0.3) | |
| Effect of impairment of subsidiaries transferred to held-for-sale (net of tax) | 23.7 | | | 3.6 | |
| Effect of foreign exchange reclassification from reserves to the income statement | 0.3 | | | 12.5 | |
| Issue of shares and change in shareholding of an associate | 0.1 | | | (0.3) | |
| Diluted headline earnings per share | 330.8 | | | 315.3 | |
The following is a reconciliation of earnings to headline earnings, in accordance with the JSE Listing Requirements:
| | | | | | | | | | | |
| Years ended 31 December | 2022 | | 2021 |
| £m | | £m |
| Earnings | 6,617 | | | 6,789 | |
| Effect of impairment of intangibles, property, plant and equipment, associates and held-for-sale assets (net of tax) | 352 | | | 96 | |
| Effect of gains on disposal of property, plant and equipment, trademarks, held-for-sale assets, partial/full termination of IFRS 16 leases, and sale and leaseback (net of tax) | (16) | | | (8) | |
| Effect of impairment of subsidiaries transferred to held-for-sale (net of tax) | 538 | | | 83 | |
| Effect of foreign exchange reclassification from reserves to the income statement | 5 | | | 289 | |
| Issue of shares and change in shareholding of an associate | 3 | | | (6) | |
| Headline earnings | 7,499 | | | 7,243 | |
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 31 to the 2021 Annual Report and Accounts and Form 20-F and will be included in the 2022 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.
In Brazil, the Federal Tax authority has challenged the treatment of Rio de Janeiro VAT incentives. In October 2021, in respect of the 2016-2021 calendar years, the authority's position was upheld at the lower Judicial Court. The company has appealed in full against the judgment. The maximum exposure from 2016 is BRL 833 million (£131 million) including potential interest and penalties.
In the Netherlands, the Dutch tax authority previously issued a number of assessments on various issues across the years 2003-2016 in relation to several intra-group transactions. The case is being dealt with in two separate trials. The first trial deals with assessments for the periods from 2008-2013 (with an aggregate net potential liability of £285 million). A separate trial will cover the periods from 2014-2016 (with an aggregate net potential liability of £936 million). In relation to the periods from 2008 - 2013, at an initial trial, the District Court of North Holland issued judgments on 17 October 2022, resulting in findings against the Group on a number of issues. All these judgments have been appealed to the High Court.
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 £6.1 billion) and CAD$118 billion (approximately £72 billion), and the province of Ontario delivered an expert report quantifying its damages in the range of CAD$280 billion (approximately £172 billion) and CAD$630 billion (approximately £387 billion) in 2016/2017 dollars. Ontario has amended its Statement of Claim to claim damages of CAD$330 billion (approximately £203 billion). On 31 January 2019, the Province delivered a further expert report claiming an additional CAD$9.4 billion (approximately £5.8 billion) and CAD$10.9 billion in damages (approximately £6.7 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.
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 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
Notes to the Financial Statements
Contingent liabilities and financial commitments cont…
Canada cont...
defendants in the Canadian tobacco litigation (the “stays”). The stays are currently in place until 31 March 2023. 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 2022, 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 665 pending Engle progeny cases filed on behalf of approximately 838 individual plaintiffs. Many of these are in active discovery or nearing trial. In 2022, RJRT or Lorillard Tobacco paid judgments in eleven Engle progeny cases. Those payments totalled US$13.2 million (approximately £11.0 million) in compensatory or punitive damages. Additional costs were paid in respect of attorneys' fees and statutory interest. In addition, from 1 January 2020 to 31 December 2022, outstanding jury verdicts in favour of the Engle progeny plaintiffs had been entered against RJRT or Lorillard Tobacco for US$58 million (approximately £48 million) in compensatory damages (as adjusted) and US$35 million (approximately £29 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 £166 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 Corporation (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 £54 million at 31 December 2022 (2021: £62 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 £120 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 £154 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 took place before the Supreme Court on 4 and 5 May 2021. On 5 October 2022, the Supreme Court handed down its judgment, dismissing BTI's appeal. 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.
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.
From time to time, the Group investigates, and becomes aware of governmental authorities’ investigations into, allegations of misconduct, including alleged breaches of sanctions and allegations of corruption, against Group companies. The Group cooperates with the authorities’ investigations, where appropriate.
For instance, as discussed on page 21, the Group has been cooperating with investigations by the DOJ and OFAC into allegations of breaches of sanctions. The Group is engaged in discussions with both agencies to find a resolution through settlement. A provision of £450 million has been recognised in 2022. However, it cannot be excluded that the amount of any potential settlement with the DOJ and OFAC may vary from this amount. Summary
Having regard to all these matters, with the exception of Fox River, Egypt, Quebec, and the DOJ and OFAC investigations, the Group does not consider it appropriate to make any provision 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. In addition, the Group accrues for damages, attorneys' fees and/or statutory interest, including in respect of certain Engle Progeny cases, certain U.S. individual smoking and health cases, the DOJ medical reimbursement/corrective statement case and the Nigeria competition investigation.
Full details of the litigation against Group companies and tax disputes as at 31 December 2022 will be included in the Annual Report and Accounts and Form 20-F for the year ended 31 December 2022. 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 2022 or to date in 2023 that would impact the financial position of the Group.
Notes to the Financial Statements
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 2022) 17 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 GLO 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 £33 million in respect of 2022 (2021: £20 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. The Group made an interim repayment to HMRC of £50 million in 2022 and intends to make further interim repayments in future periods.
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., the 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 current service cost.
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 2022 was £6,515 million (2021: £10,084 million), while unfunded scheme liabilities amounted to £797 million (2021: £1,037 million). The fair value of scheme assets decreased from £10,816 million in 2021 to £7,424 million in 2022. The overall net asset for all pension and healthcare schemes in Group subsidiaries amounted to £51 million at the end of 2022, compared to a net liability of £321 million at the end of 2021.
The reduction in net liability may be largely attributed to the impact of higher discount rates applied in the U.S. (2022: 5.5%; 2021: 3.0%) and elsewhere, offset by inflation-related experience adjustments and increases in the assumptions for the impact of future inflation on pensions across the Group.
In addition, during 2022, the risk profiles and values of amounts relating to retirement benefit arrangements were impacted by the following transactions:
•In the U.S., following a partial buy-out in October 2021, a further partial buy-out affecting portions of the membership of the Reynolds American Retirement Plan plan was concluded on 7 June 2022, with approximately US$1.6 billion (£1.3 billion) of plan liabilities removed from the balance sheet, resulting in a settlement gain of £16 million. This has been reported as a settlement in the Income Statement, and recognised as an adjusting item. In total, approximately US$3.5 billion (£2.7 billion) of plan liabilities have been removed from the balance sheet in the U.S. under these partial buy-outs, as the Group seeks to de-risk the balance sheet; and
•In the UK, on 26 October 2022, a third and final buy-in policy was acquired with PIC. £198 million of assets were transferred immediately with £35 million of the premium deferred until 2023 and 2024. As a result of this and previous buy-in transactions, approximately 94% of the assets held by UKPF (2021: 84%) are represented by the buy-in contracts, covering 100% of UKPF’s retirement liabilities (2021: 91%). On an IAS 19 basis, the subsequent fair value of the insurance policies matches the present value of the liabilities being insured. In accordance with IAS 19, any initial gains or losses on entering into these buy-in 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.
Other Information
DIVIDENDS
The Board has declared an interim dividend of 230.9p per ordinary share of 25p, for the year ended 31 December 2022, payable in four equal quarterly instalments of 57.72p per ordinary share in May 2023, August 2023, November 2023 and February 2024. This represents an increase of 6.0% on 2021 (2021: 217.8p per share), and a payout ratio, on 2022 adjusted diluted earnings per share, of 62.2%.
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 £4,915 million (2021: £4,904 million).
| | | | | | | | | | | | | | | | | |
| | 2022 | | 2021 |
| Dividends declared: | Pence per share | USD per ADS | | Pence per share | USD per ADS |
| Quarterly Payment 1 (paid May 2022) | 54.45 | 0.6804340 | | 53.90 | 0.7576180 |
| Quarterly Payment 2 (paid August 2022) | 54.45 | 0.6555230 | | 53.90 | 0.7345300 |
| Quarterly Payment 3 (paid November 2022) | 54.45 | 0.6355400 | | 53.90 | 0.7217210 |
| Quarterly Payment 4 (paid February 2023) | 54.45 | 0.6691900 | | 53.90 | 0.7298860 |
| 217.80 | 2.6406870 | | 215.60 | 2.9437550 |
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.
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 2023, 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) | 09 February |
| Publication of finalisation information (JSE) | 13 March | 04 July | 18 September | 12 December |
| No removal requests permitted (in either direction) between the UK main register and the South Africa branch register | 13 March–
27 March | 04 July - 17 July | 18 September–
02 October | 12 December–
27 December |
| Last Day to Trade (LDT) cum-dividend (JSE) | 20 March | 11 July | 26 September | 19 December |
| Shares commence trading ex-dividend (JSE) | 22 March | 12 July | 27 September | 20 December |
| No transfers permitted between the UK main register and the South Africa branch register | 22 March–
27 March | 12 July–
17 July | 27 September–
02 October | 20 December–
27 December |
| No shares may be dematerialised or rematerialised on the South Africa branch register | 22 March–
27 March | 12 July–
17 July | 27 September–
02 October | 20 December–
27 December |
| Shares commence trading ex-dividend (LSE) | 23 March | 13 July | 28 September | 21 December |
| Shares commence trading ex-dividend (NYSE) | 23 March | 13 July | 28 September | 21 December |
Record date
(JSE, LSE and NYSE) | 24 March | 14 July | 29 September | 22 December |
| Last date for receipt of Dividend Reinvestment Plan (DRIP) elections (LSE) | 11 April | 28 July | 13 October | 11 January 2024 |
| Payment date (LSE and JSE) | 03 May | 18 August | 03 November | 01 February 2024 |
| ADS payment date (NYSE) | 08 May | 23 August | 08 November | 06 February 2024 |
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.
Other Information
NON-FINANCIAL KEY PERFORMANCE INDICATORS (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 around 70% 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 2022).
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 80% of the Group’s cigarette and THP value).
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.
Other Information
Non-Financial KPIs cont….
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 2022).
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 decline in combustibles revenue (excluding translational foreign exchange movements) of 0.6% in 2022, with a decline in combustibles volume of 5.2% in 2022, leads to a price mix of 4.6% in 2022. 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.
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 profit from operations, adjusted diluted earnings per share, adjusted net finance costs and adjusted taxation which are before the impact of adjusting items and are reconciled from 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 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 revenues by product category (including revenue generated from Vapour, Tobacco Heating Products, Modern Oral, New Categories as a whole, Combustibles and Traditional Oral), including by geographic segment (including 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. They are not presentations made in accordance with IFRS and should not be considered as an alternative to breakdowns of revenues determined in accordance with IFRS. Breakdowns of revenues by product category and contributions to profit from operations by product category are not necessarily comparable to similarly titled measures used by other companies. As a result, readers should not consider these measures in isolation from, or as a substitute analysis for, the Group’s breakdowns of revenues as determined in accordance with IFRS.
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.
Other Information
Non-GAAP measures cont…
The Group also presents net debt, a non-GAAP measure, on page 17 and page 54. 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 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 page 40. The Group also presents the underlying tax rate, a non-GAAP measure, on page 16. The Group uses the 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 the Group’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.
Revenue at constant rates of exchange
Definition: Revenue before the impact of foreign exchange.
| | | | | | | | | | | |
| For the year ended 31 December | 2022 | | 2021 |
| £m | | £m |
| Revenue | 27,655 | | | 25,684 | |
| Impact of translational foreign exchange | (1,382) | | | |
| Revenue at constant exchange rates | 26,273 | | | |
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 years ended 31 December | 2022 | Impact of exchange | 2022 at 2021 CC | | 2021 |
| £m | £m | £m | | £m |
New Categories | 2,894 | | (81) | | 2,813 | | | 2,054 | |
| Vapour | 1,436 | | (103) | | 1,333 | | | 927 | |
| THP | 1,060 | | 21 | | 1,081 | | | 853 | |
| Modern Oral | 398 | | 1 | | 399 | | | 274 | |
Traditional Oral | 1,209 | | (117) | | 1,092 | | | 1,118 | |
| Non-Combustibles | 4,103 | | (198) | | 3,905 | | | 3,172 | |
| Combustibles | 23,030 | | (1,142) | | 21,888 | | | 22,029 | |
| Other | 522 | | (42) | | 480 | | | 483 | |
| Total Revenue | 27,655 | | (1,382) | | 26,273 | | | 25,684 | |
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 32 to 34) and before the impact of foreign exchange and adjusted profit from operations as a percentage of revenue. | | | | | | | | | | | |
| For the years ended 31 December | 2022 | | 2021 |
| £m | | £m |
| Profit from operations | 10,523 | | | 10,234 | |
| Add: | | | |
| Restructuring and integration costs | 771 | | | 150 | |
| Amortisation and impairment of trademarks and similar intangibles | 285 | | | 306 | |
| Impairment of Goodwill | — | | | 57 | |
| Credit in respect of partial buy-out of the pension fund in the U.S. | (16) | | | (35) | |
| Charges in connection with impairment on held-for-sale assets and associated costs | 612 | | | — | |
| Charges in connection with disposal of subsidiaries | (6) | | | 358 | |
| Credit in respect of calculation of VAT on social contributions in Brazil | (460) | | | — | |
| Charges in respect of DOJ and OFAC investigations | 450 | | | — | |
| Charges in respect of Nigerian FCCPC case | 79 | | | — | |
| Other adjusting items (including Engle) | 170 | | | 80 | |
| Adjusted profit from operations | 12,408 | | | 11,150 | |
| Impact of translational foreign exchange on adjusted profit from operations | (782) | | | |
| Adjusted profit from operations at constant exchange rates | 11,626 | | | |
| Operating Margin (Profit from operations as % of revenue) | 38.1 | % | | 39.8% |
| Adjusted operating Margin (Adjusted profit from operations as % of revenue) | 44.9 | % | | 43.4% |
Other Information
Non-GAAP measures cont…
Adjusted net finance costs, at constant rates of exchange
Definition: Net finance costs before the impact of adjusting items (described on page 35) and before the impact of foreign exchange. | | | | | | | | | | | | | | |
| For the years ended 31 December | | 2022 | | 2021 |
| | £m | | £m |
Finance costs |
| (1,733) | | | (1,521) | |
| Finance income |
| 92 | | | 35 | |
Net finance costs |
| (1,641) | | | (1,486) | |
Less: Adjusting items in net finance costs |
| 34 | | | 55 | |
Net adjusted finance costs |
| (1,607) | | | (1,431) | |
Comprising: |
| | | |
Interest payable |
| (1,648) | | | (1,493) | |
Interest and dividend income |
| 92 | | | 35 | |
Fair value changes – derivatives |
| 473 | | | (252) | |
Exchange differences |
| (524) | | | 279 | |
Net adjusted finance costs |
| (1,607) | | | (1,431) | |
Impact of translational foreign exchange |
| 140 | | | |
Net adjusted finance costs (at constant rates of exchange) |
| (1,467) | | | |
Adjusted Share of Post-Tax Results of Associates and Joint Ventures
Definition – share of post-tax results of associates and joint ventures before the impact of adjusting items (described on page 36). | | | | | | | | | | | |
| For the years ended 31 December | 2022 | | 2021 |
| £m | | £m |
| Group’s share of post-tax results of associates and joint ventures | 442 | | | 415 | |
| Issue of shares and changes in shareholding | 3 | | | (6) | |
| Impairment of the Group’s associate in Yemen | 18 | | | 18 | |
| Impairment in relation to Organigram (net of tax) | 59 | | | — | |
| Other | 12 | | | — | |
| Adjusted Group’s share of post-tax results of associates and joint ventures | 534 | | | 427 | |
Adjusted taxation
Definition: Taxation before the impact of adjusting items (described on page 36). | | | | | | | | | | | |
| For the years ended 31 December | 2022 | | 2021 |
| £m | | £m |
| UK | | | |
| - current year tax | 2 | | | 1 | |
| - adjustment in respect of prior periods | (5) | | | (26) | |
| Overseas | | | |
| - current year tax | 2,675 | | | 2,418 | |
| - adjustment in respect of prior periods | 46 | | | (17) | |
| Current tax | 2,718 | | | 2,376 | |
| Deferred tax | (240) | | | (187) | |
| Taxation on ordinary activities | 2,478 | | | 2,189 | |
| Adjusting items in taxation | 27 | | | 91 | |
| Taxation on adjusting items | 176 | | | 119 | |
| Net adjusted tax charge | 2,681 | | | 2,399 | |
Other Information
Non-GAAP measures cont…
Underlying tax rate
Definition: Tax rate incurred before the impact of adjusting items (described on page 32 to 36) 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 | 2022 | | 2021 |
| £m | | £m |
| Profit before taxation (PBT) | 9,324 | | | 9,163 | |
| Less: | | | |
| Share of post-tax results of associates and joint ventures | (442) | | | (415) | |
| Adjusting items within profit from operations | 1,885 | | | 916 | |
| Adjusting items within finance costs | 34 | | | 55 | |
| Adjusted PBT, excluding associates and joint ventures | 10,801 | | | 9,719 | |
| Impact of translational foreign exchange | (642) | | | |
| Adjusted PBT, excluding associates and joint ventures (at constant rates) | 10,159 | | | |
| | | |
| Taxation on ordinary activities | (2,478) | | | (2,189) | |
| Adjusting items within taxation and taxation on adjusting items | (203) | | | (210) | |
| Adjusted taxation | (2,681) | | | (2,399) | |
| Impact of translational foreign exchange on adjusted taxation | 131 | | | |
| Adjusted taxation (at constant rates) | (2,550) | | | |
| Effective tax rate | 26.6% | | 23.9% |
| Underlying tax rate | 24.8% | | 24.7% |
| Underlying tax rate (constant rates) | 25.1% | | |
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 | 2022 | | 2021 |
| pence | | pence |
| Diluted earnings per share | 291.9 | | | 295.6 | |
| Effect of amortisation and impairment of goodwill, trademarks and similar intangibles | 9.6 | | | 12.7 | |
| Effect of Brazil VAT case | (17.1) | | | 0.0 | |
| Effect of disposal of subsidiaries | (0.3) | | | 15.6 | |
| Effect of excise and VAT dispute | — | | | 1.0 | |
| Effect of charges in respect of DOJ and OFAC investigations | 19.9 | | | 0.0 | |
| Effect of charges in respect of Nigerian FCCPC case | 3.5 | | | 0.0 | |
| Effect of impairment on held-for-sale assets and associated costs | 26.4 | | | 0.0 | |
| Effect of restructuring and integration costs | 28.9 | | | 4.9 | |
| Effect of other adjusting items | 5.2 | | | 0.6 | |
| Effect of adjusting items in net finance costs | 1.2 | | | 2.4 | |
| Effect of associates’ adjusting items | 4.1 | | | 0.5 | |
| Effect of adjusting items in respect of deferred taxation | (1.9) | | | (4.3) | |
| Adjusted diluted earnings per share | 371.4 | | | 329.0 | |
| Impact of translational foreign exchange | (23.3) | | | |
| Adjusted diluted earnings per share, at constant exchange rates | 348.1 | | | |
Other Information
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Other Information
Non-GAAP measures cont…
Net debt
Definition: Total borrowings, including related derivatives, less cash and cash equivalents and current investments held at fair value, excluding the impact of the revaluation of RAI acquired debt arising as part of the PPA process.
Other Information
ADDITIONAL INFORMATION
British American Tobacco is one of the world's leading consumer products businesses, with brands sold across the world. We have strategic combustible and THP brands – including Dunhill, Kent, Lucky Strike, Pall Mall, Rothmans, glo, Newport (in the U.S.), 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 50 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 ACCOUNTS 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 2022 or 2021. Statutory accounts for 2021 have been delivered to the Registrar of Companies and those for 2022 will be delivered following the Company’s Annual General Meeting. The auditors’ report on the 2021 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 Accounts and Form 20-F will be published on bat.com on or around 2 March 2023. 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 2022), 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 9 February 2023 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 8 February 2023.
Other Information
OUR 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 grams |
| - Dry Snuff | 2.0 grams |
| - Loose leaf, plug, twist | 7.1 grams |
| Pipe tobacco | 0.8 grams |
| Roll-your-own | 0.8 grams |
| 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 2023*
| | | | | | | | |
| | |
| Wednesday 19 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 2023 AGM will be contingent on applicable UK Government health and safety restrictions in place at that time. |
| | |
| Thursday 27 July | | Half-Year Report |
| | |
* Indicated dates are subject to change
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 Group Operating Review (page 5); (iv) certain statements in the Category Performance Review (pages 6 to 10); (v) certain statements in the Regional Review section (pages 11 to 14); (vi) certain statements in the Other Financial Information section (pages 15 to 18); (vii) certain statements in the Other Information section (pages 19 to 24); (viii) certain statements in the Notes to the Financial Statements section (pages 31 to 43), including the Liquidity and Contingent Liabilities and Financial Commitments sections; and (ix) certain statements in the Other Information section (pages 44 to 56), 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; changes in the market position, businesses, financial condition, results of operations or prospects of the Group; and direct and indirect adverse impacts associated with Climate Change and the move towards a Circular Economy.
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 2021 Annual Report and Accounts 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.
CORPORATE INFORMATION
Premium listing
London Stock Exchange (Share Code: BATS; ISIN: GB0002875804)
Computershare Investor Services PLC
The Pavilions, Bridgwater Road, Bristol BS99 6ZZ, UK
tel: 0800 408 0094; +44 370 889 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
Private Bag X9000, Saxonwold 2132, South Africa
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
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: Algeria, Australia, Bangladesh, Egypt, Gulf Cooperation Council (including Saudi Arabia), Japan, Malaysia, Morocco, New Zealand, Pakistan, South Korea, Taiwan, Vietnam. From 1 January 2022, Algeria, Sudan, Morocco, Libya, Tunisia and Egypt moved to APME. No restatement of prior year figures has been made as the impact was not material to either Europe or APME. |
| 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. |
| Carbon Dioxide equivalent emissions | Carbon Dioxide equivalent (CO2e) emissions include CO2, CH4 and N2O and are reported where we have operational control. We do not include data on other GHG emissions (HFCs, PFCs, SF6 and NF3) as they are estimated to be insignificant. |
| 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. |
| Circular Economy | The circular economy is a model of production and consumption, which involves sharing, leasing, reusing, repairing, refurbishing and recycling existing materials and products as long as possible. |
| 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. |
| Double Materiality Assessment | Although financial materiality has been considered in the development of our Double Materiality Assessment (“DMA”), our DMA and any related conclusions as to the materiality of sustainability or ESG matters do not imply that all topics discussed therein are financially material to our business taken as a whole, and such topics may not significantly alter the total mix of information available about our securities. |
| Emerging Markets | Those markets not defined as Developed Markets. |
| Europe | Europe. The key markets are: Belgium, Bulgaria, the Czech Republic, Denmark, France, Germany, Greece, Hungary, Italy, Kazakhstan, Netherlands, Poland, Romania, Russia, Spain, Switzerland, Turkey, Ukraine, the United Kingdom. From 1 January 2022, Algeria, Sudan, Morocco, Libya, Tunisia and Egypt moved to APME and ENA has been renamed Europe. No restatement of prior year figures has been made as the impact was not material to either Europe or APME. |
| GTR | Global Travel Retail. |
| Key markets | The key markets are: Algeria, Argentina, Australia, Bangladesh, Belgium, Bulgaria, Brazil, Canada, Chile, Colombia, the Czech Republic, Denmark, Egypt, France, Germany, Greece, Gulf Cooperation Council (including Saudi Arabia), Hungary, Italy, Japan, Kazakhstan, Malaysia, Mexico, Morocco, Netherlands, New Zealand, Nigeria, Pakistan, Poland, Romania, Russia, South Africa, South Korea, Spain, Switzerland, Turkey, Taiwan, Ukraine, the United Kingdom, the United States, Vietnam. |
| 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. |
| Organic | Performance presented excluding businesses sold or acquired that may significantly affect the users understanding of the Group's performance when compared across periods. Organic measures exclude the performance of such businesses in the current and comparator periods to ensure like for like assessment across all periods. In 2021, the Group sold its Iranian business. However, as the Iranian business was not significant to the users understanding of that year or subsequent years financial performance, management did not treat the sale of Iranian business as an organic adjustment. |
| 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 (U.S.), 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 (U.S.), Natural American Spirit (U.S.), Camel (U.S.), Vype, Vuse, glo, Neo, Ten Motives, Velo, EPOK, Lyft, Granit, Mocca, Grizzly, Camel Snus, Kodiak. |
| Tobacco Supply Chain | Our goals cover all tobacco used in our combustibles and THP products. Our metrics, however, derive data from our annual Thrive assessment, which includes our directly contracted farmers and those of our strategic third-party suppliers, representing over 80% of the tobacco purchased by volume in 2022 and defined in this document as ‘Tobacco Supply Chain’. |
| 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 88% of Global industry vapour revenue (rechargeables and disposables). |
| 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 80% of Global industry Modern Oral revenue. |
| Top 9 / T9 THP markets | Being the top 9 markets for industry THP sales by revenue – Japan, South Korea, Russia, Italy, Hungary, Greece, Ukraine, Poland and the Czech Republic. These markets represent an estimated 80% 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. Except when referencing particular markets, value share is based on our key markets (representing around 80% of the Group's cigarette and THP value). |
| 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 around 70% of the Group’s cigarette and THP 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, Solo, Ciro and Vibe), and certain products, including Velo, Grizzly, Kodiak, and Camel Snus, 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.
In August 2021, the Group disposed of its Iranian business.
Additional information reconciling Volume, Revenue, Profit from Operations and Operating Margin to Organic volume, Organic revenue, Organic adjusted profit from operations and Organic adjusted operating margin
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Group Volume | 2022 | | 2021 |
For the years ended
31 December | Reported | Inorganic adjust's | Organic | Organic growth % | | Reported | Inorganic adjust's | Organic |
| New categories: | | | | | | | | |
| Vapour (mn 10ml/pods) | 612 | | — | | 612 | | +14.3 | % | | 535 | | — | | 535 | |
| THP (bn sticks) | 24.0 | | (5.2) | | 18.8 | | +26.8 | % | | 19.1 | | (4.3) | | 14.8 | |
| Modern Oral (mn pouches) | 4,010 | | (49) | | 3,961 | | +21.7 | % | | 3,296 | | (40) | | 3,256 | |
| | | | | | | | |
| Traditional Oral (bn sticks eq) | 7 | | — | | 7 | | -8.3 | % | | 8 | | — | | 8 | |
| Cigarettes (bn sticks) | 605 | | (43) | | 562 | | -5.3 | % | | 637 | | (44) | | 593 | |
| OTP (bn sticks) | 16 | | — | | 16 | | -10.3 | % | | 18 | | — | | 18 | |
| Total Combustibles (bn sticks) | 621 | | (43) | | 578 | | -5.4 | % | | 655 | | (44) | | 611 | |
| Memo: Cigarettes + THP (bn sticks) | 629 | | (48) | | 581 | | -4.5 | % | | 656 | | (48) | | 608 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Revenue by Region | | | | | | | | | |
For the years ended
31 December | 2022 | | 2021 |
| Reported
£m | Impact of exchange
£m | Reported at constant
£m | Inorganic
adjust's at constant rate
£m | Organic at constant £m | Organic growth vs 2021 % | | Reported £m | Inorganic Adjust's £m | Organic £m |
| U.S. | 12,639 | | (1,281) | | 11,358 | | — | | 11,358 | | -2.8 | % | | 11,691 | | — | | 11,691 | |
| AmSSA | 4,203 | | (224) | | 3,979 | | — | | 3,979 | | +4.7 | % | | 3,801 | | — | | 3,801 | |
| Europe | 6,346 | | 77 | | 6,423 | | (813) | | 5,610 | | +5.3 | % | | 6,001 | | (673) | | 5,328 | |
| APME | 4,467 | | 46 | | 4,513 | | — | | 4,513 | | +7.7 | % | | 4,191 | | — | | 4,191 | |
| Total Group | 27,655 | | (1,382) | | 26,273 | | (813) | | 25,460 | | +1.8 | % | | 25,684 | | (673) | | 25,011 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Revenue by Product Category | | | | | | | | | |
For the years ended
31 December | 2022 | | 2021 |
| Group | Reported £m | Impact of exchange £m | Reported at constant £m | Inorganic adjust's at constant rate £m | Organic at constant £m | Organic growth vs 2021 % | | Reported £m | Inorganic Adjust's £m | Organic £m |
| New categories: | | | | | | | | | | |
| Vapour | 1,436 | | (103) | | 1,333 | | — | | 1,333 | | +43.8 | % | | 927 | | — | | 927 | |
| THP | 1,060 | | 21 | | 1,081 | | (133) | | 948 | | +24.7 | % | | 853 | | (93) | | 760 | |
| Modern Oral | 398 | | 1 | | 399 | | (5) | | 394 | | +45.9 | % | | 274 | | (4) | | 270 | |
| Total New Categories | 2,894 | | (81) | | 2,813 | | (138) | | 2,675 | | +36.7 | % | | 2,054 | | (97) | | 1,957 | |
| Traditional Oral | 1,209 | | (117) | | 1,092 | | — | | 1,092 | | -2.3 | % | | 1,118 | | — | | 1,118 | |
| Combustibles | 23,030 | | (1,142) | | 21,888 | | (669) | | 21,219 | | -1.1 | % | | 22,029 | | (573) | | 21,456 | |
| Other | 522 | | (42) | | 480 | | (6) | | 474 | | -1.3 | % | | 483 | | (3) | | 480 | |
| Revenue | 27,655 | | (1,382) | | 26,273 | | (813) | | 25,460 | | +1.8 | % | | 25,684 | | (673) | | 25,011 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Profit from Operations | | | | | | | | | | |
For the years ended
31 December | 2022 | | 2021 |
| Reported £m | Adjusting items £m | Impact of exchange £m | Adjusted at constant £m | Inorganic
adjust's at constant rate
£m | Adjusted organic at constant £m | Adjusted organic growth vs 2021 % | | Reported £m | Adjusting items £m | Inorganic Adjust's £m | Adjusted organic £m |
| U.S. | 6,205 | | 630 | | (740) | | 6,095 | | — | | 6,095 | | +3.5 | % | | 5,566 | | 321 | | — | | 5,887 | |
| AmSSA | 2,022 | | (280) | | (83) | | 1,659 | | — | | 1,659 | | +4.3 | % | | 1,496 | | 94 | | — | | 1,590 | |
| Europe | 1,270 | | 812 | | 21 | | 2,103 | | (276) | | 1,827 | | +0.6 | % | | 1,885 | | 71 | | (139) | | 1,817 | |
| APME | 1,026 | | 723 | | 20 | | 1,769 | | — | | 1,769 | | +3.0 | % | | 1,287 | | 430 | | — | | 1,717 | |
| Total Group | 10,523 | | 1,885 | | (782) | | 11,626 | | (276) | | 11,350 | | +3.1 | % | | 10,234 | | 916 | | (139) | | 11,011 | |
Additional Information on Revenue by Category by Region
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| Volume (unit) |
| For year ended 31 December | U.S. | AmSSA | EUROPE | APME | Group |
| 2022 | % change | 2022 | % change | 2022 | % change | 2022 | % change | 2022 | % change |
New Categories | | | | | | | | | |
Vapour | 320 | +10.0% | 83 | +33.3% | 197 | +13.9% | 12 | +31.1% | 612 | +14.3% |
THP | — | 0.0% | — | n/m | 13 | +33.8% | 11 | +17.0% | 24 | +25.6% |
Modern Oral | 301 | -50.1% | 10 | n/m | 3,169 | +29.9% | 530 | +108.4% | 4,010 | +21.7% |
Traditional Oral | 6.6 | -8.1% | — | 0.0% | 0.8 | -9.8% | — | 0.0% | 7.4 | -8.3% |
| Total Non-Combustibles | | | | | | | | | | |
Cigarettes | 59 | -15.4% | 148 | +0.7% | 193 | -9.9% | 205 | -0.8% | 605 | -5.1% |
OTP | — | -17.8% | 1 | -5.1% | 13 | -11.1% | 2 | -6.8% | 16 | -10.3% |
| Total Combustibles | 59 | -15.5% | 149 | +0.7% | 206 | -10.0% | 207 | -0.8% | 621 | -5.2% |
| Memo: Cigarettes and THP | 59 | -15.4% | 148 | +0.7% | 206 | -8.0% | 216 | 0.0% | 629 | -4.2% |
| | | | | | | | | |
| Revenue - reported at current rates (£m) |
| For year ended 31 December | U.S. | AmSSA | EUROPE | APME | Group |
| 2022 | % change | 2022 | % change | 2022 | % change | 2022 | % change | 2022 | % change |
New Categories | 949 | +68.7% | 219 | +55.6% | 1,171 | +43.7% | 555 | +3.7% | 2,894 | +40.9% |
Vapour | 913 | +62.9% | 218 | +55.1% | 286 | +37.9% | 19 | +4.3% | 1,436 | +54.9% |
THP | 0 | -69.1% | 0 | —% | 537 | +57.3% | 523 | +2.3% | 1,060 | +24.3% |
Modern Oral | 36 | n/m | 1 | n/m | 348 | +30.8% | 13 | +117.0% | 398 | +45.3% |
Traditional Oral | 1,174 | +8.9% | 0 | 0.0% | 35 | -12.3% | 0 | 0.0% | 1,209 | +8.2% |
| Total Non-Combustibles | 2,123 | +29.5% | 219 | +55.6% | 1,206 | +41.1% | 555 | +3.7% | 4,103 | +29.4% |
| Total Combustibles | 10,470 | +4.5% | 3,751 | +9.2% | 4,996 | -0.6% | 3,813 | +7.3% | 23,030 | +4.5% |
| Other | 46 | +27.9% | 233 | +3.2% | 144 | +16.9% | 99 | -0.9% | 522 | +7.6% |
| Total | 12,639 | +8.1% | 4,203 | +10.6% | 6,346 | +5.7% | 4,467 | +6.6% | 27,655 | +7.7% |
| Of which: | | | | | | | | | | |
| Strategic | 12,018 | +8.5% | 2,622 | +18.6% | 4,969 | +11.0% | 2,276 | +3.8% | 21,885 | +9.6% |
| Non-strategic | 621 | +1.4% | 1,581 | -0.6% | 1,377 | -9.7% | 2,191 | +9.7% | 5,770 | +0.8% |
| 12,639 | +8.1% | 4,203 | +10.6% | 6,346 | +5.7% | 4,467 | +6.6% | 27,655 | +7.7% |
| | | | | | | | | |
| Revenue - adjusted at constant rates (£m) |
| For year ended 31 December | U.S. | AmSSA | EUROPE | APME | Group |
| 2022 | % change | 2022 | % change | 2022 | % change | 2022 | % change | 2022 | % change |
New Categories | 854 | +51.6% | 208 | +47.5% | 1,162 | +42.7% | 589 | +10.1% | 2,813 | +37.0% |
Vapour | 821 | +46.4% | 207 | +47.0% | 287 | +38.5% | 18 | +1.7% | 1,333 | +43.8% |
THP | 0 | -72.3% | 0 | -211.1% | 523 | +53.3% | 558 | +9.1% | 1,081 | +26.7% |
Modern Oral | 33 | n/m | 1 | -100.0% | 352 | +32.3% | 13 | +121.2% | 399 | +45.6% |
Traditional Oral | 1,055 | -2.1% | 0 | 0.0% | 37 | -7.7% | 0 | 0.0% | 1,092 | -2.3% |
| Total Non-Combustibles | 1,909 | +16.3% | 208 | +47.5% | 1,199 | +40.3% | 589 | +10.1% | 3,905 | +23.1% |
| Total Combustibles | 9,409 | -6.1% | 3,565 | +3.8% | 5,083 | +1.2% | 3,831 | +7.8% | 21,888 | -0.6% |
| Other | 40 | +14.9% | 206 | -8.7% | 141 | +15.1% | 93 | -7.8% | 480 | -0.8% |
| Total | 11,358 | -2.8% | 3,979 | +4.7% | 6,423 | +7.0% | 4,513 | +7.7% | 26,273 | +2.3% |
| Of which: | | | | | | | | | | |
| Strategic | 10,799 | -2.5% | 2,485 | +12.4% | 5,019 | +12.1% | 2,322 | +5.9% | 20,625 | +3.3% |
| Non-strategic | 559 | -8.9% | 1,494 | -6.1% | 1,404 | -7.8% | 2,191 | +9.7% | 5,648 | -1.3% |
| 11,358 | -2.8% | 3,979 | +4.7% | 6,423 | +7.0% | 4,513 | +7.7% | 26,273 | +2.3% |
Exhibit 99.1
| | |
Report of Independent Registered Public Accounting Firm |
To the Shareholders and Board of Directors of 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, 2022 and 2021, 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, 2022, 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, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, 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, 2022 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, 2022, has goodwill and trademarks with indefinite lives of £47,956 million and £78,228 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 projected net revenue, long-term growth rates and post-tax discount rates used in the analysis of the recoverable amount 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 assumptions listed above 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 projected net revenue and management’s determination of the applicable long-term growth rates and post-tax discount rates. In addition, we assessed the impairment analysis by:
–assessing and challenging Reynolds American’s projected net revenue and long-term growth rates 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 projected net revenue by comparing the historical projections to actual results to assess the Group’s ability to accurately forecast;
–performing sensitivity analysis on the projected net revenue, long-term growth rates and post-tax discount rates to assess their impact on the Group’s determination that the value-in-use of the Reynolds American goodwill and trademarks with indefinite lives exceed their carrying value;
–assessing and challenging the impact of the proposed menthol ban on the projected net revenue, long-term growth rates and post-tax discount rates used in the value-in-use based assessment of the recoverable amount of the goodwill allocated to the Reynolds American cash-generating unit and the Newport and Camel indefinite lived brands based on the FDA rulemaking process and recent litigations and by comparing management’s projected brand retention rates against actual brand retention rates in other 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 post-tax 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 8, 2023
| | | | | | | | | | | | | | |
| | For the years ended 31 December |
| Notes | 2022 £m | 2021 £m | 2020 £m |
Revenue1 | 2 | 27,655 | 25,684 | 25,776 |
| Raw materials and consumables used | | (4,781) | (4,542) | (4,583) |
| Changes in inventories of finished goods and work in progress | | 227 | 160 | 445 |
| Employee benefit costs | 3 | (2,972) | (2,717) | (2,744) |
| Depreciation, amortisation and impairment costs | 4 | (1,305) | (1,076) | (1,450) |
| Other operating income | 5 | 722 | 196 | 188 |
| Loss on reclassification from amortised cost to fair value | | (5) | (3) | (3) |
| Other operating expenses | 6 | (9,018) | (7,468) | (7,667) |
| Profit from operations | 2 | 10,523 | 10,234 | 9,962 |
| Net finance costs | 8 | (1,641) | (1,486) | (1,745) |
| Share of post-tax results of associates and joint ventures | 2,9 | 442 | 415 | 455 |
| Profit before taxation | | 9,324 | 9,163 | 8,672 |
| Taxation on ordinary activities | 10 | (2,478) | (2,189) | (2,108) |
| Profit for the year | | 6,846 | 6,974 | 6,564 |
| Attributable to: | | | | |
| Owners of the parent | | 6,666 | 6,801 | 6,400 |
| Non-controlling interests | | 180 | 173 | 164 |
| | 6,846 | 6,974 | 6,564 |
| Earnings per share | | | | |
| Basic | 11 | 293.3 | 296.9 | 280.0 |
| Diluted | 11 | 291.9 | 295.6 | 278.9 |
Note:
1. Revenue is net of duty, excise and other taxes of £38,527 million, £38,595 million and £39,172 million for the years ended 31 December 2022, 2021 and 2020, respectively.
The accompanying notes are an integral part of these consolidated financial statements.
| | |
| Group Statement of Other Comprehensive Income |
| | | | | | | | | | | | | | |
| | For the years ended 31 December |
| Notes | 2022 £m | 2021 £m | 2020 £m |
| Profit for the year | | 6,846 | 6,974 | 6,564 |
| Other comprehensive income/(expense) | | | | |
| Items that may be reclassified subsequently to profit or loss: | | 8,506 | 509 | (2,997) |
| Foreign currency translation and hedges of net investments in foreign operations | | | | |
| – differences on exchange from translation of foreign operations | | 8,923 | 32 | (2,597) |
| – reclassified and reported in profit for the year | 22(c) | 5 | 291 | — |
| – net investment hedges - net fair value (losses)/gains on derivatives | | (578) | 75 | (16) |
| – net investment hedges - differences on exchange on borrowings | | (21) | 24 | (163) |
| Cash flow hedges | | | | |
| – net fair value gains/(losses) | | 81 | 95 | (257) |
| – reclassified and reported in profit for the year | | 101 | 32 | 90 |
| – tax on net fair value (gains)/losses in respect of cash flow hedges | 10(f) | (17) | (32) | 44 |
| Investments held at fair value | | | | |
| – net fair value gains | 18 | 6 | 9 | — |
| Associates – share of OCI, net of tax | 9 | 6 | (17) | (98) |
| Items that will not be reclassified subsequently to profit or loss: | | 201 | 313 | 55 |
| Retirement benefit schemes | | | | |
| – net actuarial gains | 15 | 316 | 382 | 105 |
| – surplus recognition | 15 | (39) | (1) | 10 |
| – tax on actuarial gains in respect of subsidiaries | 10(f) | (95) | (82) | (26) |
| Associates – share of OCI, net of tax | 9 | 19 | 14 | (34) |
| | | | |
| Total other comprehensive income/(expense) for the year, net of tax | | 8,707 | 822 | (2,942) |
| Total comprehensive income for the year, net of tax | | 15,553 | 7,796 | 3,622 |
| Attributable to: | | | | |
| Owners of the parent | | 15,370 | 7,622 | 3,474 |
| Non-controlling interests | | 183 | 174 | 148 |
| | 15,553 | 7,796 | 3,622 |
The accompanying notes are an integral part of these consolidated financial statements.
| | |
| 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 | In respect of assets held-for-sale £m | Total attributable to owners of parent £m | Perpetual hybrid bonds £m | Non- controlling interests £m | Total equity £m |
| Balance at 1 January 2022 | | 614 | 26,622 | (6,032) | 44,212 | — | 65,416 | 1,685 | 300 | 67,401 |
| Total comprehensive income for the year comprising: | | — | — | 8,521 | 6,849 | — | 15,370 | — | 183 | 15,553 |
| Profit for the year | | — | — | — | 6,666 | — | 6,666 | — | 180 | 6,846 |
| Other comprehensive income for the year | | — | — | 8,521 | 183 | — | 8,704 | — | 3 | 8,707 |
| Other changes in equity | | | | | | | | | | |
| Cash flow hedges reclassified and reported in total assets | | — | — | (129) | — | — | (129) | — | — | (129) |
| Employee share options | | | | | | | | | | |
–value of employee services | 28 | — | — | — | 81 | — | 81 | — | — | 81 |
–proceeds from new
shares issued | | — | 5 | — | — | — | 5 | — | — | 5 |
–treasury shares used for share option schemes | | — | 1 | — | (1) | — | — | — | — | — |
| Dividends and other appropriations | | | | | | | | | | |
–ordinary shares | 22(c),(f) | — | — | — | (4,915) | — | (4,915) | — | — | (4,915) |
–to non-controlling interests | | — | — | — | — | — | — | — | (141) | (141) |
| Purchase of own shares | | | | | | | | | | |
–held in employee share ownership trusts | | — | — | — | (80) | — | (80) | — | — | (80) |
–share buy-back programme | 22(c)(vi) | — | — | — | (2,012) | — | (2,012) | — | — | (2,012) |
| Perpetual hybrid bonds | | | | | | | | | | |
–coupons paid | | — | — | — | (59) | — | (59) | — | — | (59) |
–tax on coupons paid | | — | — | — | 11 | — | 11 | — | — | 11 |
| Non-controlling interests – acquisitions | 27(b) | — | — | — | (1) | — | (1) | — | — | (1) |
Reclassification of
equity in respect of assets classified as held-for-sale | 27(d) | — | — | 295 | — | (295) | — | — | — | — |
| Other movements | | — | — | — | (4) | — | (4) | — | — | (4) |
Balance at
31 December 2022 | | 614 | 26,628 | 2,655 | 44,081 | (295) | 73,683 | 1,685 | 342 | 75,710 |
The accompanying notes are an integral part of these consolidated financial statements.
| | |
Group Statement of Changes in Equity Continued |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 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(c),(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.
| | |
Group Statement of Changes in Equity Continued |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 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 (expense)/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(c),(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.
| | | | | | | | | | | |
| | 31 December |
| Notes | 2022 £m | 2021 £m |
| Assets | | | |
| Intangible assets | 12 | 129,075 | 115,625 |
| Property, plant and equipment | 13 | 4,867 | 4,953 |
| Investments in associates and joint ventures | 14 | 2,020 | 1,948 |
| Retirement benefit assets | 15 | 1,000 | 918 |
| Deferred tax assets | 16 | 682 | 611 |
| Trade and other receivables | 17 | 241 | 210 |
| Investments held at fair value | 18 | 121 | 50 |
| Derivative financial instruments | 19 | 131 | 243 |
| Total non-current assets | | 138,137 | 124,558 |
| Inventories | 20 | 5,671 | 5,279 |
| Income tax receivable | | 149 | 117 |
| Trade and other receivables | 17 | 4,367 | 3,951 |
| Investments held at fair value | 18 | 579 | 456 |
| Derivative financial instruments | 19 | 430 | 182 |
| Cash and cash equivalents | 21 | 3,446 | 2,809 |
| | 14,642 | 12,794 |
| Assets classified as held-for-sale | 27(d) | 767 | 13 |
| Total current assets | | 15,409 | 12,807 |
| Total assets | | 153,546 | 137,365 |
| Equity – capital and reserves | | | |
| Share capital | 22(a) | 614 | 614 |
| Share premium, capital redemption and merger reserves | 22(b) | 26,628 | 26,622 |
| Other reserves | 22(c) | 2,655 | (6,032) |
| Retained earnings | 22(c) | 44,081 | 44,212 |
| In respect of assets held-for-sale | 22(c) | (295) | — |
| Owners of the parent | | 73,683 | 65,416 |
| Perpetual hybrid bonds | 22(d) | 1,685 | 1,685 |
| Non-controlling interests | 22(e) | 342 | 300 |
| Total equity | | 75,710 | 67,401 |
| Liabilities | | | |
| Borrowings | 23 | 38,726 | 35,666 |
| Retirement benefit liabilities | 15 | 949 | 1,239 |
| Deferred tax liabilities | 16 | 18,428 | 16,462 |
| Other provisions for liabilities | 24 | 434 | 392 |
| Trade and other payables | 25 | 944 | 982 |
| Derivative financial instruments | 19 | 502 | 79 |
| Total non-current liabilities | | 59,983 | 54,820 |
| Borrowings | 23 | 4,413 | 3,992 |
| Income tax payable | | 1,049 | 879 |
| Other provisions for liabilities | 24 | 1,087 | 461 |
| Trade and other payables | 25 | 10,449 | 9,577 |
| Derivative financial instruments | 19 | 427 | 235 |
| | 17,425 | 15,144 |
| Liabilities associated with assets classified as held-for-sale | 27(d) | 428 | — |
| Total current liabilities | | 17,853 | 15,144 |
| Total equity and liabilities | | 153,546 | 137,365 |
The accompanying notes are an integral part of these consolidated financial statements.
On behalf of the Board
Luc Jobin
Chair
08 February 2023
| | |
| Group Cash Flow Statement |
| | | | | | | | | | | | | | |
| | For the years ended 31 December |
| Notes | 2022 £m | 2021 £m | 2020 £m |
| Profit for the year | | 6,846 | 6,974 | 6,564 |
| Taxation on ordinary activities | | 2,478 | 2,189 | 2,108 |
| Share of post-tax results of associates and joint ventures | | (442) | (415) | (455) |
| Net finance costs | | 1,641 | 1,486 | 1,745 |
| Profit from operations | | 10,523 | 10,234 | 9,962 |
| Adjustments for | | | | |
| – depreciation, amortisation and impairment costs | 4 | 1,305 | 1,076 | 1,450 |
| – (increase)/decrease in inventories | | (246) | 433 | (144) |
| – (increase)/decrease in trade and other receivables | | (42) | (393) | 300 |
| – (decrease)/increase in Master Settlement Agreement payable | 6 | (145) | (36) | 369 |
| – increase/(decrease) in trade and other payables | | 3 | 183 | (320) |
| – decrease in net retirement benefit liabilities | | (110) | (104) | (96) |
| – increase/(decrease) in other provisions for liabilities | | 643 | (145) | — |
| – other non-cash items | 27(d) | 606 | 430 | 46 |
| Cash generated from operating activities | | 12,537 | 11,678 | 11,567 |
| Dividends received from associates | | 394 | 353 | 351 |
| Tax paid | | (2,537) | (2,314) | (2,132) |
| Net cash generated from operating activities | | 10,394 | 9,717 | 9,786 |
| Cash flows from investing activities | | | | |
| Interest received | | 85 | 33 | 48 |
| Purchases of property, plant and equipment | | (523) | (527) | (511) |
| Proceeds on disposal of property, plant and equipment | | 31 | 31 | 44 |
| Purchases of intangibles | | (133) | (218) | (244) |
| Proceeds on disposals of intangibles | | 3 | — | — |
| Purchases of investments | | (257) | (369) | (343) |
| Proceeds on disposals of investments | | 128 | 141 | 184 |
| Investment in associates and acquisitions of other subsidiaries net of cash acquired | | (39) | (133) | 39 |
| Disposal of subsidiary, net of cash disposed of | 27(d) | — | (98) | — |
| Net cash used in investing activities | | (705) | (1,140) | (783) |
| Cash flows from financing activities | | | | |
| Interest paid on borrowings and financing related activities | | (1,578) | (1,479) | (1,737) |
| Interest element of lease liabilities | | (25) | (23) | (26) |
| Capital element of lease liabilities | | (161) | (154) | (164) |
| Proceeds from increases in and new borrowings | | 3,267 | 978 | 9,826 |
| Reductions in and repayments of borrowings | | (3,044) | (4,843) | (10,633) |
| (Outflows)/inflows relating to derivative financial instruments | | (117) | 229 | (283) |
| Purchases of own shares - share buy-back programme | 22(c) | (2,012) | — | — |
| Purchases of own shares held in employee share ownership trusts | | (80) | (82) | (18) |
| Proceeds from the issue of perpetual hybrid bonds, net of issuance costs | 22(d) | — | 1,681 | — |
| Coupon paid on perpetual hybrid bonds | | (60) | (6) | — |
| Dividends paid to owners of the parent | | (4,915) | (4,904) | (4,745) |
| Capital injection from and purchases of non-controlling interests | 30 | (1) | 1 | 17 |
| Dividends paid to non-controlling interests | | (158) | (150) | (136) |
| Other | | 6 | 3 | 2 |
| Net cash used in financing activities | | (8,878) | (8,749) | (7,897) |
| Net cash flows generated from/(used in) operating, investing and financing activities | | 811 | (172) | 1,106 |
| Transferred to held-for-sale | | (368) | — | — |
| Differences on exchange | | 431 | (253) | (253) |
| Increase/(decrease) in net cash and cash equivalents in the year | | 874 | (425) | 853 |
| Net cash and cash equivalents at 1 January | | 2,463 | 2,888 | 2,035 |
| Net cash and cash equivalents at 31 December | 21 | 3,337 | 2,463 | 2,888 |
The accompanying notes are an integral part of these 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 covering a period of at least twelve months from the date of approval of the financial statements and including the Group’s ability to fund its operations and generate cash to pay for debt as it falls due and takes into account the payments arising from the Master Settlement Agreement due in the U.S. in 2023 and other known liabilities or future payments (including interim dividends), as they fall due. This assessment includes consideration of geopolitical events in Europe and the general outlook in the global economy, as well as plausible downside scenarios after taking into account the Group’s Principal Risks and how they could impact the Group’s operations. Any mitigating actions, should they be required, are all within management’s control and could include reductions in discretionary spending such as acquisitions and capital expenditure, or drawdowns on committed facilities. After reviewing the Group’s annual budget, plans 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.
Management have, in preparing the financial statements, considered the impact of climate change. Management has considered the impact of climate change and determined that the impact is not expected to be material:
–On the going concern of the Group, over the next three years;
–On the Group’s assessment of future cash flows (including as related to the capital expenditure plans as related to the Group’s emission commitments) as used in impairment assessments for the value in use of non-current assets including goodwill (note 12(e)); and
–In respect of factors including useful lives and residual values that determine the carrying value of non-financial current assets.
There has been no material impact identified on the financial reporting judgements and estimates. Management is aware that the risks related to climate change are developing and ever changing. Accordingly, these judgements and estimates will be kept under review as the future impacts of climate change on the Group’s financial statements depend on environmental, regulatory and other factors outside of the Group’s control which are not all currently known.
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 presentation of disposal groups, including assets classified as held-for-sale and liabilities associated with assets classified as held-for-sale, including the assessment as to whether control would be lost based on the proposed terms of the sale and the impact of regulatory procedures, where applicable, to approve the sale, including amounts in respect of the proposed disposal of the Group’s businesses in Russia and Belarus (note 27(d));
–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 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, including 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 value ascribed to held-for-sale assets and disposal groups, which are measured at the lower of carrying amount and fair value of expected consideration less costs to sell, reflecting management’s best estimates after taking into account the amount and anticipated timing of sales proceeds less any costs to sell;
–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 8 February 2023.
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. Business combinations are accounted for using the acquisition method with identifiable assets, liabilities and contingent liabilities acquired measured at fair value at the date of acquiring control. Disposals of subsidiaries and businesses due to sale or market withdrawal are accounted for as disposals from the date of losing control and may be classified as held-for-sale disposal groups at the balance sheet date if specific tests under IFRS 5 Non-current Assets Held For Sale and Discontinued Operations are met.
A disposal group is a group of assets to be disposed of, by sale or otherwise, together in a single transaction. Discontinued operations, where applicable, comprise material disposal groups representing a significant geographical area of operations or business activities.
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 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 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 in the Translation reserve within Other reserves, as shown in note 22. 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.
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 the 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.
For certain e-commerce subscription sales, revenue is allocated to each component of the subscription, with revenue recognised as each component is delivered to the customer. These sales are not material to the Group’s results.
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.
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 profit or loss in the year in which it is incurred. Development expenditure is charged to profit or loss 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
Tax is chargeable on the profits for the period, together with deferred tax. 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 tax 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 taxes and applies 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.
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 and are currently amortised on a straight-line basis over periods not exceeding 13 years due to ongoing use of the assets and the extension of third-party supplier support. In 2021 and 2022, the impact of this change in accounting estimate was a reduction in annual amortisation expense of £26 million and, in 2023, is estimated to be a reduction in annual amortisation expense of £12 million.
Property, plant and equipment
Purchased 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. Non-current assets are classified as held-for sale if their carrying value will be recovered principally through a sale transaction rather than through continuing use and if all of the conditions of IFRS 5 are met.
Purchased 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
The Group applies IFRS 16 Leases to contractual arrangements which are, or contain, leases of assets. 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. Right-of-use assets are included as part of property, plant and equipment in note 13, with the lease liabilities included as part of borrowings in note 23.
The Group has 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.
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 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 cash flows 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. Drawdowns and repayments of short-term borrowings which have a maturity period of three months or less are stated net in the cash flow statement; drawdowns and repayments on all other borrowings are stated gross in the cash flow statement. As shown in note 23, certain borrowings are subject to fair value hedges, as defined below.
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. 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.
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 profit from operations and adjusted diluted earnings per share, all of which are before the impact of adjusting items and which are reconciled from profit from operations, 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.
Contingent liabilities and contingent assets
Subsidiaries and associate companies are defendants in tobacco-related and other litigation. These exposures are regularly reviewed on an on-going basis and 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
Certain changes to IFRS 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.
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, including the results of
New Categories (comprising Vapour products, Tobacco Heating products and Modern Oral products), which are reported to the Management Board as part of the results of each geographic region. The Management Board also reviews, at constant currencies, revenues on a geographic region basis, which are included within adjusted profit from operations.
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. Net finance costs (comprising interest income and 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.
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 Vapour products, Tobacco Heating 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.
In respect of the U.S. region, all financial statements and financial information provided by or with respect to the U.S. business or Reynolds American Inc. (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 formed part of the Europe and North Africa (ENA) region were moved to the Africa and Middle East (APME) region. From 2022, the ENA region has been renamed Europe. The impact of this is not considered material to the understanding of the regional results of the Europe and APME regions and therefore the prior year comparative information has not been restated.
As part of plans to reduce complexity and drive efficiency in management structures and achieve a better balance in the scale of our regions, it was decided to reduce the management structure from four regions to three regions, with the new organisational structures expected to be in place by early April 2023. The markets which comprise the Americas and Sub-Saharan Africa (AmSSA) region will be distributed to the Asia-Pacific and Middle East (APME) and Europe regions. The new regional structure will be:
–Americas and Europe (AME), comprising the old Europe region with the inclusion of markets in Latin America and Canada;
–Asia-Pacific, Middle East and Africa (APMEA) comprising the old APME region with the inclusion of markets in Sub-Saharan Africa; and
–the U.S.
The change to our segment reporting is a subsequent event and therefore does not affect the historical results, discussion or presentation of our consolidated results as set forth in this Report.
The results of 2023 will be presented in the above structure, with comparator data restated accordingly.
The following table shows 2022 revenue at current rates, and 2022 revenue translated using 2021 rates of exchange. The 2021 figures are stated at the 2021 rates of exchange.
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 2022 | | 2021 |
| | | Revenue Constant rates £m | Translation exchange £m | Revenue Current Rates £m | | Revenue £m |
| U.S. | | | 11,358 | 1,281 | 12,639 | | 11,691 |
| AmSSA | | | 3,979 | 224 | 4,203 | | 3,801 |
| Europe | | | 6,423 | (77) | 6,346 | | 6,001 |
| APME | | | 4,513 | (46) | 4,467 | | 4,191 |
| Revenue | | | 26,273 | 1,382 | 27,655 | | 25,684 |
The following table shows 2021 revenue at current rates, and 2021 revenue translated using 2020 rates of exchange. The 2020 figures are stated at the 2020 rates of exchange.
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 2021 | | 2020 |
| | | Revenue Constant rates £m | Translation exchange £m | Revenue Current Rates £m | | Revenue £m |
| U.S. | | | 12,530 | (839) | 11,691 | | 11,473 |
| AmSSA | | | 4,067 | (266) | 3,801 | | 3,772 |
| Europe | | | 6,429 | (428) | 6,001 | | 5,994 |
| APME | | | 4,535 | (344) | 4,191 | | 4,537 |
| Revenue | | | 27,561 | (1,877) | 25,684 | | 25,776 |
The following table shows 2022 profit from operations and adjusted profit from operations at current rates, and 2022 adjusted profit from operations translated using 2021 rates of exchange. The 2021 figures are stated at the 2021 rates of exchange.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 2022 | | | | 2021 |
| 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. | 6,095 | 740 | 6,835 | (630) | 6,205 | | 5,887 | (321) | 5,566 |
| AmSSA | 1,659 | 83 | 1,742 | 280 | 2,022 | | 1,590 | (94) | 1,496 |
| Europe | 2,103 | (21) | 2,082 | (812) | 1,270 | | 1,956 | (71) | 1,885 |
| APME | 1,769 | (20) | 1,749 | (723) | 1,026 | | 1,717 | (430) | 1,287 |
| Profit from operations | 11,626 | 782 | 12,408 | (1,885) | 10,523 | | 11,150 | (916) | 10,234 |
| Net finance costs | | | | | (1,641) | | | | (1,486) |
| Share of post-tax results of associates and joint ventures | | | | | 442 | | | | 415 |
| Profit before taxation | | | | | 9,324 | | | | 9,163 |
| Taxation on ordinary activities | | | | | (2,478) | | | | (2,189) |
| Profit for the year | | | | | 6,846 | | | | 6,974 |
Note:
* The adjustments to profit from operations are explained in notes 3, 4, 6(d), 6(f), 6(g), 6(h), 6(i), 6(j), and 7.
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 |
| AmSSA | 1,688 | (98) | 1,590 | (94) | 1,496 | | 1,618 | (65) | 1,553 |
| Europe | 2,088 | (132) | 1,956 | (71) | 1,885 | | 2,110 | (148) | 1,962 |
| APME | 1,833 | (116) | 1,717 | (430) | 1,287 | | 1,853 | (381) | 1,472 |
| 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 |
Note:
* The adjustments to profit from operations are explained in notes 3, 4, 6(d), 6(f), 6(g), 6(h), 6(i), 6(j), and 7.
Adjusted profit from operations at constant rates of £11,626 million (2021: £11,952 million; 2020: £11,661 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:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 2022 | | | | 2021 |
| 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. | 221 | 16 | 237 | 322 | 559 | | 203 | 276 | 479 |
| AmSSA | 151 | 11 | 162 | 24 | 186 | | 123 | 56 | 179 |
| Europe | 251 | — | 251 | 98 | 349 | | 252 | — | 252 |
| APME | 147 | 3 | 150 | 61 | 211 | | 146 | 20 | 166 |
| 770 | 30 | 800 | 505 | 1,305 | | 724 | 352 | 1,076 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 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 |
| AmSSA | 131 | (8) | 123 | 56 | 179 | | 121 | 34 | 155 |
| Europe | 266 | (14) | 252 | — | 252 | | 259 | 119 | 378 |
| APME | 154 | (8) | 146 | 20 | 166 | | 167 | 274 | 441 |
| 761 | (37) | 724 | 352 | 1,076 | | 751 | 699 | 1,450 |
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 | | 2022 £m | | 2021 £m | 2020 £m |
| New Categories | | 2,894 | | 2,054 | 1,443 |
| Vapour | | 1,436 | | 927 | 611 |
| THP | | 1,060 | | 853 | 634 |
| Modern Oral | | 398 | | 274 | 198 |
| Traditional Oral | | 1,209 | | 1,118 | 1,160 |
| Combustibles | | 23,030 | | 22,029 | 22,752 |
| Other | | 522 | | 483 | 421 |
| Revenue | | 27,655 | | 25,684 | 25,776 |
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 | 2022 £m | 2021 £m | 2020 £m | | 2022 £m | 2021 £m | 2020 £m | | 2022 £m | 2021 £m | 2020 £m |
| External revenue | 228 | 209 | 188 | | 27,427 | 25,475 | 25,588 | | 27,655 | 25,684 | 25,776 |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| United Kingdom | | All foreign countries | | Group |
| 2022 £m | 2021 £m | | 2022 £m | 2021 £m | | 2022 £m | 2021 £m |
| Intangible assets | 529 | 481 | | 128,546 | 115,144 | | 129,075 | 115,625 |
| Property, plant and equipment | 215 | 339 | | 4,652 | 4,614 | | 4,867 | 4,953 |
| Investments in associates and joint ventures | — | 8 | | 2,020 | 1,940 | | 2,020 | 1,948 |
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 2022, 2021 and 2020 was £12,635 million, £11,707 million and £11,481 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 £119,597 million (2021: £106,495 million).
The main acquisitions comprising the goodwill balance of £47,956 million (2021: £43,194 million), included in intangible assets, are provided in note 12. Included in investments in associates and joint ventures are amounts of £ 1,865 million (2021: £1,759 million) attributable to the investment in ITC Ltd. Further information is provided in notes 9 and 14.
3 Employee benefit costs
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Note | | 2022 £m | | 2021 £m | 2020 £m |
| Wages and salaries | | | 2,553 | | 2,315 | 2,277 |
| Social security costs | | | 201 | | 185 | 194 |
| Other pension and retirement benefit costs | 15 | | 133 | | 139 | 182 |
| Share-based payments - equity and cash-settled | 28 | | 85 | | 78 | 91 |
| | | | | | 2,972 | | 2,717 | 2,744 |
Included within employee benefits costs are expenses in relation to the Group’s restructuring and integration initiatives of £315 million (2021: £160 million; 2020: £91 million), as explained in note 7.
Following a partial buy-out in 2021, in 2022, a second partial buy-out was concluded in the U.S. with approximately US$1.6 billion (£1.3 billion) (2021: US$1.9 billion (£1.4 billion)) of plan liabilities being removed from the balance sheet, resulting in a settlement gain of £16 million (2021: £35 million), which was reported in the income statement, and recognised as an adjusting item.
4 Depreciation, amortisation and impairment costs
| | | | | | | | | | | |
| 2022 £m | 2021 £m | 2020 £m |
| Intangibles – amortisation and impairment of trademarks and similar intangibles | 317 | 333 | 360 |
| – amortisation and impairment of computer software | 142 | 129 | 129 |
| – impairment of goodwill | — | 57 | 209 |
| Property, plant and equipment - depreciation and impairment | 846 | 557 | 752 |
| 1,305 | 1,076 | 1,450 |
Enumerated below are movements in costs that have impacted depreciation, amortisation and impairment in 2022, 2021 and 2020. 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 of which the adjusting element is £288 million (2021:
£306 million; 2020: £339 million). Also included under amortisation and impairment of trademarks and similar intangibles is a £3 million gain (2021: £nil, 2020:£nil) related to a trademark disposal, which has been treated as adjusting.
Impairment of goodwill
The impairment of goodwill is charged to the income statement as adjusting.
During 2022, the Group made no impairments of goodwill.
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.
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 cost of £220 million (2021: £11 million net credit; 2020: £151 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 £722 million (2021: £196 million; 2020: £188 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.
In 2022, other operating income mainly related to the calculation of historical VAT on social contributions in Brazil, where the Group recognised £472 million. This has been treated as an adjusting item.
In addition, £78 million of the contingent asset in respect of historical VAT on social contributions claims was sold to financial institutions for £38 million.
In 2021 and 2020, the Group recognised £5 million and £58 million, respectively, 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.
In 2022, as disclosed in note 7, certain items of operating income have been recognised as part of the Group’s restructuring and integration activities.
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.
6 Other operating expenses
(a) Items included within other operating expenses
The following items are included within other operating expenses:
| | | | | | | | | | | | | | |
| Notes | 2022 £m | 2021 £m | 2020 £m |
| Other operating expenses | | 9,018 | 7,468 | 7,667 |
| The following items are included within other operating expenses: | | | | |
| Master settlement agreement | 6(b),(d) | 2,387 | 2,486 | 2,783 |
| Marketing costs in operating expenses | 6(c) | 1,160 | 1,242 | 1,096 |
| Inventory write-offs | 20 | 250 | 215 | 309 |
| Research and development expenses (excluding employee benefit costs and depreciation) | 6(e) | 138 | 141 | 121 |
| Loss on disposal of businesses | 6(f) | (6) | 358 | — |
| Excise, VAT and penalties in respect of disputes in Turkey, South Korea and Russia | 6(g) | — | 26 | (40) |
| Charges in respect of DOJ investigation | 6(h) | 450 | — | — |
| Charges in respect of assets held-for-sale | 6(j) | 612 | — | — |
| Charges in respect of Nigerian FCCPC case | 6(i) | 79 | — | — |
| Social contribution expense related to Brazil VAT case | | 12 | — | — |
| Exchange differences | | 92 | 19 | (29) |
| Hedge ineffectiveness within operating profit | | 36 | (5) | (3) |
| Expenses relating to short-term leases | | 11 | 8 | 10 |
| Expenses relating to leases of low-value assets | | 1 | 1 | 1 |
| Gains arising from sale and leaseback transactions | | — | — | (1) |
| Auditor’s remuneration | 6(k) | 29 | 27 | 28 |
(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 2022, an additional state settled NPM disputes related to claims for the period 2005 to 2018. It is estimated that R.J. Reynolds Tobacco Company will receive a credit of US$130 million for settled periods through 2018, which will be applied over a five-year period from 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. In 2022, R.J. Reynolds Tobacco Company recognised US$37 million in additional expenses related to a settlement with Philip Morris USA resolving prior operating profit disputes under the MSA related to the ITG Brands, LLC acquired brands.
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 2022 amounted to US$2,951 million (2021: US$3,420 million; 2020: US$3,572 million) in respect of settlement expenses and US$3,129 million (2021: US$3,744 million; 2020: US$2,848 million) in respect of settlement cash payments.
(c) Marketing costs recognised as operating expenses
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 £170 million (2021: £54 million; 2020: £87 million) predominantly related to litigation costs including Engle progeny with the remainder relating to immaterial other health related claims.
In 2022, the Group received £26 million of NPM credits related to a favourable resolution in respect of MSA litigation in the state of Illinois.
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 £323 million (2021: £304 million; 2020: £307 million).
(f) Loss on disposal of businesses
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 in 2021, was 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 2022, as a result of the unwind of discounting on the deferred proceeds and a true-up on the completion of accounts, a credit of £6 million (2021: £2 million) was recognised.
(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
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, in 2021, 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 in 2021.
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.
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) Charges in respect of DOJ and OFAC investigations
From time to time, the Group investigates, and becomes aware of governmental authorities’ investigations into, allegations of misconduct, including alleged breaches of sanctions and allegations of corruption, against Group companies. The Group cooperates with the authorities’ investigations, where appropriate.
For example, the Group has been cooperating with investigations by the DOJ and OFAC into suspicions of breaches of sanctions. The Group is currently engaged in discussions with both agencies to find a resolution through settlement. A provision of £450 million has been recognised in 2022, however it cannot be excluded that the amount of any potential settlement with the DOJ and OFAC may vary from this amount.
(i) Charges in respect of Nigerian FCCPC case
In 2022, a charge of £79 million was recognised, related to the conclusion of the investigation into alleged violations of the Nigerian Competition and Consumer Protection Act and National Tobacco Control Act.
(j) Charges in respect of assets held-for-sale
On 11 March 2022, the Group announced the intention to transfer its Russian business in full compliance with international and local laws. The Group has two subsidiaries in Russia (BAT Russia), being JSC British American Tobacco-SPb and JSC International Tobacco Marketing Services (ITMS). In addition, the Group's subsidiary in Belarus, International Tobacco Marketing Services BY, will form part of the transaction. Upon completion, it is intended that the Group will no longer have a presence in Russia (or Belarus).
In accordance with IFRS 5, the assets and liabilities of these subsidiaries have been classified as held-for-sale at 31 December 2022 and presented as such on the balance sheet at an estimated fair value less costs to sell. An impairment charge of £554 million and associated costs of £58 million have been recognised in Other operating expenses as adjusting items. Refer to note 27(d)(i) for further details.
(k) Auditor’s remuneration
| | | | | | | | | | | |
| 2022 £m | 2021 £m | 2020 £m |
| Auditor’s remuneration | | | |
| Total expense for audit services pursuant to legislation: | | | |
–fees to KPMG LLP for Parent Company and Group audit | 9.4 | 8.7 | 8.7 |
–fees to KPMG LLP firms and associates for local statutory and Group
reporting audits | 11.0 | 9.5 | 9.9 |
| Total audit fees expense - KPMG LLP firms and associates | 20.4 | 18.2 | 18.6 |
| Audit fees expense to other firms | 0.2 | 0.2 | 0.2 |
| Total audit fees expense | 20.6 | 18.4 | 18.8 |
| Fees to KPMG LLP firms and associates for other services: | | | |
–audit-related assurance services | 7.1 | 8.0 | 8.5 |
–other assurance services | 0.9 | 0.3 | 0.5 |
–tax advisory services | — | — | — |
–tax compliance | — | — | — |
–audit of defined benefit schemes of the Company | 0.2 | 0.4 | 0.5 |
–other non-audit services | — | — | — |
| 8.2 | 8.7 | 9.5 |
The total auditor’s remuneration to KPMG firms and associates included above are £28.6 million (2021: £26.9 million; 2020: £28.1 million).
Under SEC regulations, the remuneration to KPMG firms and associates of £28.6 million in 2022 (2021: £26.9 million; 2020: £28.1 million) is required to be presented as follows: audit fees £27.5 million (2021: £26.2 million; 2020: £27.5 million), audit-related fees £0.2 million (2021: £0.4 million; 2020: £0.5 million), tax fees £nil (2021: £nil; 2020: £nil) and all other fees £0.9 million (2021: £0.3 million; 2020: £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 2020 and 2022, these also included a review of the Group’s manufacturing operations. Restructuring initiatives (including as related to Quantum) have largely been announced to those that will be impacted, although the delivery of such programmes is expected to be substantially completed by the end of 2023.
The costs of the Group’s initiatives are included in profit from operations under the following headings:
| | | | | | | | | | | | | | |
| Notes | 2022 £m | 2021 £m | 2020 £m |
| Employee benefit costs | 3 | 315 | 160 | 91 |
| Depreciation, amortisation and impairment costs | 4 | 220 | (11) | 151 |
| Other operating income | 5 | (1) | — | — |
| Other operating expenses | | 237 | 1 | 166 |
| | 771 | 150 | 408 |
The adjusting charge in 2022, 2021 and 2020 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)).
The restructuring costs in 2022 include costs related to factory closures or rationalisation in APME, Europe and the U.S. and costs recognised as part of the Group's announced exit from Egypt.
In 2021, 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.
The depreciation, amortisation and impairment costs in 2021 included a credit of £25 million due to a partial reversal of previously estimated impairment following the revision of factory rationalisation initiatives.
Also, in 2021, 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 are mainly in relation to Quantum and the downsizing and factory rationalisation activities in the Netherlands, Hungary, Russia and APME.
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.
8 Net finance costs
(a) Net finance costs/(income)
| | | | | | | | | | | |
| 2022 £m | 2021 £m | 2020 £m |
| Interest expense | 1,602 | 1,436 | 1,605 |
| Interest expense on lease liabilities | 25 | 24 | 26 |
| Facility fees | 21 | 33 | 23 |
| Interest and fair value related to early repurchase of bonds (note 8(b)) | — | — | 142 |
| Interest related to adjusting tax payables (note 8(b)) | 36 | 31 | 11 |
| Fair value changes on derivative financial instruments and hedged items | (473) | 252 | (217) |
| Fair value change on other financial items (note 8(b)) | (2) | 24 | — |
| Exchange differences | 524 | (279) | 205 |
| Finance costs | 1,733 | 1,521 | 1,795 |
| Interest under the effective interest method | (92) | (35) | (50) |
| Finance income | (92) | (35) | (50) |
| Net finance costs | 1,641 | 1,486 | 1,745 |
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. 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.
The Group recognised interest on adjusting tax payables of £36 million (2021: £31 million; 2020: £11 million), which included interest of
£33 million (2021: £20 million; 2020: £21 million) in relation to the Franked Investment Income Group Litigation Order (FII GLO) (note 10(b)), £3 million in respect of a potential tax claw back due to the factory closure in Switzerland in 2022, an amnesty tax payment of £11 million in Turkey in 2021 and a net credit of £10 million in 2020 in respect of the excise dispute (note 6(g)) and withholding tax in Russia.
Included within £2 million of fair value changes on other financial items are:
(i) £15 million of foreign exchange arising on the revaluation of foreign currency balances held in Russia that no longer qualify for hedge accounting, due to the proposed transfer of the Group's Russian business as detailed in note 27(d)(i); and
(ii) 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 2022, part of these funds were recovered and therefore a reversal of the provision of £17 million is recognised in net finance costs.
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.
9 Associates and joint ventures
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2022 | | | 2021 | | | 2020 |
| Total £m | Group’s share £m | | Total £m | Group's share £m | | Total £m | Group's share £m |
| Revenue | 9,486 | 2,675 | | 7,668 | 2,164 | | 7,001 | 1,983 |
| Profit from operations | 1,971 | 622 | | 1,911 | 567 | | 2,006 | 591 |
| Net finance costs | 21 | 4 | | 13 | 2 | | (6) | (2) |
Profit on ordinary activities
before taxation | 1,992 | 626 | | 1,924 | 569 | | 2,000 | 589 |
| Taxation on ordinary activities | (595) | (176) | | (499) | (147) | | (421) | (125) |
| Profit on ordinary activities after taxation | 1,397 | 450 | | 1,425 | 422 | | 1,579 | 464 |
| Non-controlling interests | (27) | (8) | | (22) | (7) | | (30) | (9) |
| Post-tax results of associates and joint ventures | 1,370 | 442 | | 1,403 | 415 | | 1,549 | 455 |
Enumerated below are movements that have impacted the post-tax results of associates and joint ventures in 2022, 2021 and 2020.
The amounts below were reported as adjusting items under the share of profit from associates in the income statement.
(a) Adjusting items
In 2022, the Group’s interest in ITC Ltd. (ITC) decreased from 29.38% to 29.19% (2021: 29.42% to 29.38%; 2020: 29.46% to 29.42%) 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 loss of £3 million (2021: £6 million gain; 2020: £17 million gain), which is treated as a deemed partial disposal and included in the income statement.
Also, in the first half of 2022, the Group impaired the investment in Organigram by £59 million (net of tax), driven by the decrease in the company’s share price.
In addition to this, the Group incurred a £2 million charge (2021: £2 million; 2020: £nil) in relation to the amortisation of acquired intangibles associated with the acquisition of Organigram in March 2021, as described in note 14.
During 2022, the Group decided to cease business activities altogether in Yemen, due to the challenging operating environment in the country. This led to the full impairment of the investment in the Group's remaining associate in Yemen, United Industries Company Limited, with a charge of £18 million to the income statement.
In 2021, the Group had already impaired the investment in Kamaran Industry & Investment Company, the Group’s other associate in Yemen. This resulted in a charge of £18 million to the income statement.
As detailed in note 14, also in 2021, 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.
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.
(b) Other financial information
The Group’s share of the results of associates and joint ventures is shown in the table below.
| | | | | | | | | | | |
| 2022 | 2021 | 2020 |
| Group’s share £m | Group’s share £m | Group’s share £m |
| Profit on ordinary activities after taxation | | | |
| – attributable to owners of the parent | 442 | 415 | 455 |
| Other comprehensive income: | | | |
| Items that may be reclassified to profit and loss | 6 | (17) | (98) |
| Items that will not be reclassified to profit and loss | 19 | 14 | (34) |
| Total comprehensive income | 467 | 412 | 323 |
Summarised financial information of the Group’s associates and joint ventures is shown below.
| | | | | | | | | | | |
| | | 2022 |
| ITC £m | Others £m | Total £m |
| Revenue | 7,126 | 2,360 | 9,486 |
| Profit on ordinary activities before taxation | 2,395 | (403) | 1,992 |
| Post-tax results of associates and joint ventures | 1,761 | (391) | 1,370 |
| Other comprehensive income | 56 | 32 | 88 |
| Total comprehensive income | 1,817 | (359) | 1,458 |
| | | | | | | | | | | |
| | | 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 |
10 Taxation on ordinary activities
(a) Summary of taxation on ordinary activities
| | | | | | | | | | | |
| 2022 £m | 2021 £m | 2020 £m |
| UK corporation tax | (3) | (25) | 38 |
| Comprising: | | | |
| – current year tax expense | 2 | 1 | 38 |
| – adjustments in respect of prior periods | (5) | (26) | — |
| Overseas tax | 2,721 | 2,401 | 2,387 |
| Comprising: | | | |
| – current year tax expense | 2,675 | 2,418 | 2,369 |
| – adjustments in respect of prior periods | 46 | (17) | 18 |
| Total current tax | 2,718 | 2,376 | 2,425 |
| Deferred tax | (240) | (187) | (317) |
| Comprising: | | | |
| – deferred tax relating to origination and reversal of temporary differences | (174) | (29) | (184) |
| – deferred tax relating to changes in tax rates | (66) | (158) | (133) |
| 2,478 | 2,189 | 2,108 |
(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 17 corporate groups in the FII GLO as at 31 December 2022. 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.
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 £33 million for the 12 months to 31 December 2022 (2021: £20 million; 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. The Group made an interim repayment to HMRC of £50 million in 2022 and intends to make further interim repayments in future periods.
(c) Factors affecting the taxation charge
The taxation charge differs from the standard rate of corporation tax in the UK of 19% for 2022, 2021 and 2020. The major causes of this difference are listed below;
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
| £m | % | | £m | % | | £m | % |
| Profit before tax | 9,324 | | | 9,163 | | | 8,672 | |
| Less: share of post-tax results of associates and joint ventures (see note 9) | (442) | | | (415) | | | (455) | |
| 8,882 | | | 8,748 | | | 8,217 | |
| Tax at 19% (2021: 19% and 2020: 19%) on the above | 1,688 | 19.0 | | 1,662 | 19.0 | | 1,561 | 19.0 |
| Factors affecting the tax rate: | | | | | | | | |
| Tax at standard rates other than UK corporation tax rate | 397 | 4.5 | | 319 | 3.6 | | 368 | 4.5 |
| Other national tax charges | 244 | 2.7 | | 184 | 2.1 | | 142 | 1.7 |
| Permanent differences | 83 | 0.9 | | 87 | 1.0 | | 20 | 0.3 |
| Overseas withholding taxes | 156 | 1.8 | | 189 | 2.2 | | 155 | 1.9 |
| Double taxation relief on UK profits | (26) | (0.3) | | (23) | (0.3) | | (22) | (0.3) |
| Unutilised/(utilised) tax losses | 12 | 0.1 | | (10) | (0.1) | | 5 | 0.1 |
| Adjustments in respect of prior periods | 41 | 0.5 | | (43) | (0.5) | | 18 | 0.2 |
| Deferred tax relating to changes in tax rates | (66) | (0.7) | | (158) | (1.8) | | (133) | (1.6) |
| Additional net deferred tax (credits)/charges | (51) | (0.6) | | (18) | (0.2) | | (6) | (0.1) |
| 2,478 | 27.9 | | 2,189 | 25.0 | | 2,108 | 25.7 |
(d) Adjusting items included in taxation
In 2022, adjusting items in taxation included a net credit of £27 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 and a potential clawback of tax reliefs arising on the closure of the Group's factory in Switzerland.
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)).
(e) Tax on adjusting items
In addition, the tax on adjusting items, separated between the different categories, as per note 11, amounted to £176 million (2021: £119 million; 2020: £287 million). The adjustment to the adjusted earnings per share (note 11) also includes £5 million (2021: £6 million; 2020: £8 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
| | | | | | | | | | | |
| 2022 £m | 2021 £m | 2020 £m |
| Current tax | (6) | (4) | (5) |
| Deferred tax | (106) | (110) | 23 |
| (Charged)/credited to other comprehensive income | (112) | (114) | 18 |
(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 £11 million (2021: £5 million) has been recognised, principally in relation to the 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:
| | | | | | | | | | | |
| 2022 £m | 2021 £m | 2020 £m |
| Earnings attributable to owners of the parent | 6,666 | 6,801 | 6,400 |
| Coupon on perpetual hybrid bonds | (60) | (15) | — |
| Tax on coupon on perpetual hybrid bonds | 11 | 3 | — |
| Earnings | 6,617 | 6,789 | 6,400 |
Below is a reconciliation from basic to diluted earnings per share:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2022 | | | | 2021 | | | | 2020 |
| 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) | 6,617 | 2,256 | 293.3 | | 6,789 | 2,287 | 296.9 | | 6,400 | 2,286 | 280.0 |
| Share options | — | 11 | (1.4) | | — | 10 | (1.3) | | — | 9 | (1.1) |
| Diluted earnings per share | 6,617 | 2,267 | 291.9 | | 6,789 | 2,297 | 295.6 | | 6,400 | 2,295 | 278.9 |
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 |
| | 2022 | | 2021 | | 2020 |
| Notes | Earnings £m | Earnings per share pence | | Earnings £m | Earnings per share pence | | Earnings £m | Earnings per share pence |
| Basic earnings per share | | 6,617 | 293.3 | | 6,789 | 296.9 | | 6,400 | 280.0 |
| Effect of amortisation and impairment of goodwill, trademarks and similar intangibles | 4 | 285 | 12.6 | | 363 | 15.9 | | 548 | 24.0 |
| Tax and non-controlling interests on amortisation and impairment of goodwill, trademarks and similar intangibles | 10(e) | (67) | (3.0) | | (71) | (3.1) | | (77) | (3.4) |
| Effect of Brazil VAT case | 5,6(a) | (460) | (20.4) | | — | — | | — | — |
| Tax on Brazil VAT case | 10(e) | 72 | 3.2 | | — | — | | — | — |
| Effect of disposal of subsidiaries | 6(f) | (6) | (0.3) | | 358 | 15.7 | | — | — |
| Effect of excise and VAT disputes | 6(g) | — | — | | 26 | 1.1 | | (40) | (1.7) |
| Tax on excise and VAT disputes | 10(d) | — | — | | (3) | (0.1) | | 14 | 0.6 |
| Effect of charges in respect of DOJ and OFAC investigations | 6(h) | 450 | 19.9 | | — | — | | — | — |
| Effect of charges in respect of Nigerian FCCPC case | 6(i) | 79 | 3.5 | | — | — | | — | — |
| Effect of impairment on held-for-sale assets and associated costs | 6(j) | 612 | 27.2 | | — | — | | — | — |
| Tax effect of impairment of assets held-for-sale and associated costs | 10(e) | (10) | (0.4) | | — | — | | — | — |
| Effect of restructuring and integration costs | 7 | 771 | 34.2 | | 150 | 6.5 | | 408 | 17.8 |
| Tax and non-controlling interests on restructuring and integration costs | 10(d)(e) | (116) | (5.1) | | (39) | (1.7) | | (64) | (2.8) |
| Other adjusting items | 3,6(d) | 154 | 6.8 | | 19 | 0.8 | | 487 | 21.2 |
| Tax effect on other adjusting items | 10(e) | (37) | (1.6) | | (5) | (0.2) | | (104) | (4.5) |
| Effect of early repurchase of bonds | 8(b) | — | — | | — | — | | 142 | 6.2 |
| Tax effect of early repurchase of bonds | 10(e) | — | — | | — | — | | (32) | (1.4) |
| Effect of interest on FII GLO settlement and other | 8(b) | 34 | 1.5 | | 55 | 2.4 | | 11 | 0.5 |
| Tax effect of interest on FII GLO settlement and other | 10(e) | (6) | (0.3) | | — | — | | (4) | (0.2) |
| Effect of associates' adjusting items net of tax | 9(a) | 92 | 4.1 | | 12 | 0.5 | | (13) | (0.6) |
| Deferred tax relating to changes in tax rates | 10(d) | (44) | (2.0) | | (98) | (4.3) | | (21) | (0.9) |
| Effect of retrospective guidance on WHT | 10(d) | — | — | | — | — | | (42) | (1.8) |
| Adjusted earnings per share (basic) | | 8,420 | 373.2 | | 7,556 | 330.4 | | 7,613 | 333.0 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | Diluted |
| | 2022 | | 2021 | | 2020 |
| Notes | Earnings £m | Earnings per share pence | | Earnings £m | Earnings per share pence | | Earnings £m | Earnings per share pence |
| Diluted earnings per share | | 6,617 | 291.9 | | 6,789 | 295.6 | | 6,400 | 278.9 |
| Effect of amortisation and impairment of goodwill, trademarks and similar intangibles | 4 | 285 | 12.6 | | 363 | 15.8 | | 548 | 23.9 |
| Tax and non-controlling interests on amortisation and impairment of goodwill, trademarks and similar intangibles | 10(e) | (67) | (3.0) | | (71) | (3.1) | | (77) | (3.4) |
| Effect of Brazil VAT case | 5,6(a) | (460) | (20.3) | | — | — | | — | — |
| Tax on Brazil VAT case | 10(e) | 72 | 3.2 | | — | — | | — | — |
| Effect of disposal of subsidiaries | 6(f) | (6) | (0.3) | | 358 | 15.6 | | — | — |
| Effect of excise and VAT disputes | 6(g) | — | — | | 26 | 1.1 | | (40) | (1.7) |
| Tax on excise and VAT disputes | 10(d) | — | — | | (3) | (0.1) | | 14 | 0.6 |
| Effect of charges in respect of DOJ and OFAC investigations | 6(h) | 450 | 19.9 | | — | — | | — | — |
| Effect of charges in respect of Nigerian FCCPC case | 6(i) | 79 | 3.5 | | — | — | | — | — |
| Effect of impairment on held-for-sale assets and associated costs | 6(j) | 612 | 26.8 | | — | — | | — | — |
| Tax effect of impairment of assets held-for-sale and associated costs | 10(e) | (10) | (0.4) | | — | — | | — | — |
| Effect of restructuring and integration costs | 7 | 771 | 34.0 | | 150 | 6.6 | | 408 | 17.7 |
| Tax and non-controlling interests on restructuring and integration costs | 10(d)(e) | (116) | (5.1) | | (39) | (1.7) | | (64) | (2.8) |
| Other adjusting items | 3,6(d) | 154 | 6.8 | | 19 | 0.8 | | 487 | 21.2 |
| Tax effect on other adjusting items | 10(e) | (37) | (1.6) | | (5) | (0.2) | | (104) | (4.5) |
| Effect of early repurchase of bonds | 8(b) | — | — | | — | — | | 142 | 6.2 |
| Tax effect of early repurchase of bonds | 10(e) | — | — | | — | — | | (32) | (1.4) |
| Effect of interest on FII GLO settlement and other | 8(b) | 34 | 1.5 | | 55 | 2.4 | | 11 | 0.5 |
| Tax effect of interest on FII GLO settlement and other | 10(e) | (6) | (0.3) | | — | — | | (4) | (0.2) |
| Effect of associates' adjusting items net of tax | 9(a) | 92 | 4.1 | | 12 | 0.5 | | (13) | (0.6) |
| Deferred tax relating to changes in tax rates | 10(d) | (44) | (1.9) | | (98) | (4.3) | | (21) | (0.9) |
| Effect of retrospective guidance on WHT | 10(d) | — | — | | — | — | | (42) | (1.8) |
| Adjusted earnings per share (diluted) | | 8,420 | 371.4 | | 7,556 | 329.0 | | 7,613 | 331.7 |
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 |
| 2022 | | 2021 | | 2020 |
| Earnings £m | Earnings per share pence | | Earnings £m | Earnings per share pence | | Earnings £m | Earnings per share pence |
| Basic earnings per share | 6,617 | 293.3 | | 6,789 | 296.9 | | 6,400 | 280.0 |
| Effect of impairment of intangibles, property, plant and equipment, associates and assets held-for-sale | 429 | 19.0 | | 138 | 6.0 | | 465 | 20.3 |
| Tax and non-controlling interests on intangibles, property, plant and equipment, associates and assets held-for-sale | (77) | (3.4) | | (42) | (1.8) | | (74) | (3.3) |
| Effect of gains on disposal of property, plant and equipment, trademarks, held-for-sale assets, partial/full termination of IFRS 16 leases, and sale and leaseback | (21) | (0.9) | | (10) | (0.4) | | (26) | (1.1) |
| 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 | 5 | 0.2 | | 2 | 0.1 | | 8 | 0.3 |
| Effect of impairment of subsidiaries | 548 | 24.2 | | 83 | 3.6 | | — | — |
| Tax on impairment of subsidiaries | (10) | (0.4) | | — | — | | — | — |
| Effect of foreign exchange reclassification from reserves to the income statement | | | | | | | | |
| – Subsidiaries | 6 | 0.3 | | 291 | 12.7 | | — | — |
| – Associates | (1) | — | | (2) | (0.1) | | — | — |
| Issue of shares and change in shareholding in associate | 3 | 0.1 | | (6) | (0.3) | | (17) | (0.7) |
| Headline earnings per share (basic) | 7,499 | 332.4 | | 7,243 | 316.7 | | 6,756 | 295.5 |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Diluted |
| 2022 | | 2021 | | 2020 |
| Earnings £m | Earnings per share pence | | Earnings £m | Earnings per share pence | | Earnings £m | Earnings per share pence |
| Diluted earnings per share | 6,617 | 291.9 | | 6,789 | 295.6 | | 6,400 | 278.9 |
| Effect of impairment of intangibles, property, plant and equipment, associates and assets held-for-sale | 429 | 18.9 | | 138 | 6.0 | | 465 | 20.3 |
| Tax and non-controlling interests on intangibles, property, plant and equipment, associates and assets held-for-sale | (77) | (3.4) | | (42) | (1.8) | | (74) | (3.3) |
| Effect of gains on disposal of property, plant and equipment, trademarks, held-for-sale assets, partial/full termination of IFRS 16 leases, and sale and leaseback | (21) | (0.9) | | (10) | (0.4) | | (26) | (1.1) |
| 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 | 5 | 0.2 | | 2 | 0.1 | | 8 | 0.3 |
| Effect of impairment of subsidiaries | 548 | 24.1 | | 83 | 3.6 | | — | — |
| Tax on impairment of subsidiaries | (10) | (0.4) | | — | — | | — | — |
| Effect of foreign exchange reclassification from reserves to the income statement | | | | | | | | |
| – Subsidiaries | 6 | 0.3 | | 291 | 12.6 | | — | — |
| – Associates | (1) | — | | (2) | (0.1) | | — | — |
| Issue of shares and change in shareholding in associate | 3 | 0.1 | | (6) | (0.3) | | (17) | (0.7) |
| Headline earnings per share (diluted) | 7,499 | 330.8 | | 7,243 | 315.3 | | 6,756 | 294.4 |
12 Intangible assets
(a) Overview of intangible assets
| | | | | | | | | | | | | | | | | |
| | | | | 2022 |
| Goodwill £m | Computer software £m | Trademarks and similar intangibles £m | Assets in the course of development £m | Total £m |
| 1 January | | | | | |
| Cost | 43,194 | 1,266 | 74,227 | 156 | 118,843 |
| Accumulated amortisation and impairment | | (858) | (2,360) | | (3,218) |
| Net book value at 1 January | 43,194 | 408 | 71,867 | 156 | 115,625 |
| Differences on exchange | 4,762 | 5 | 9,033 | 2 | 13,802 |
| Additions | | | | | |
| – internal development | — | — | — | 37 | 37 |
| – separately acquired | — | — | — | 85 | 85 |
| Reallocations | — | 96 | 29 | (125) | — |
| Amortisation charge | — | (128) | (309) | — | (437) |
| Impairment | — | (3) | (10) | (11) | (24) |
| Disposals | — | — | (7) | — | (7) |
| Held for sale | — | (4) | — | (2) | (6) |
| 31 December | | | | | |
| Cost | 47,956 | 1,379 | 83,454 | 153 | 132,942 |
| Accumulated amortisation and impairment | | (1,005) | (2,851) | (11) | (3,867) |
| Net book value at 31 December | 47,956 | 374 | 80,603 | 142 | 129,075 |
| | | | | | | | | | | | | | | | | |
| | | | | 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 |
(b) Goodwill
Goodwill of £47,956 million (2021: £43,194 million) is included in intangible assets in the balance sheet of which the following are the significant acquisitions: Reynolds American £37,181 million (2021: £33,021 million); Rothmans Group £4,704 million (2021: £4,408 million); Imperial Tobacco Canada £2,460 million (2021: £2,345 million); ETI (Italy) £1,461 million (2021: £1,384 million) and ST (principally Scandinavia) £1,102 million (2021: £1,043 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 2022, there was no goodwill impairment (2021: £57 million) as explained in note 12(e)(iv) below.
(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 £78,228 million (2021: £69,475 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 £2,071 million (2021: £2,038 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 £423 million (2021: £517 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 £1 million of future contractual commitments (2021: £2 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 and U.S. markets.
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 and pricing (net revenue) 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 revenue. The discount rates and long-term growth rates 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. 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 Reynolds American goodwill.
| | | | | | | | | | | | | | | | | |
| | 2022 | | | 2021 |
| Carrying amount £m | Pre-tax discount rate %* | | Carrying amount £m | Pre-tax discount rate % |
| Indefinite-lived intangibles | | | | | |
| Newport | 33,236 | 9.2 | | 29,517 | 9.9 |
| Camel | 14,058 | 8.9 | | 12,485 | 9.4 |
| Pall Mall | 6,252 | 8.6 | | 5,552 | 8.8 |
| Natural American Spirit | 13,019 | 8.6 | | 11,562 | 8.7 |
| Camel Snus | 1,355 | 8.6 | | 1,203 | 8.7 |
| Grizzly | 10,308 | 8.6 | | 9,155 | 8.7 |
| Total | 78,228 | | | 69,474 | |
Note:
* The pre-tax discount rates for all indefinite-lived intangibles have declined in comparison to 2021 primarily as the result of a change in U.S. federal tax rate assumption in 2022. On a post-tax basis the discount rates for all the indefinite-lived intangibles have increased when compared with 2021, except for Newport which, as the most exposed brand to mentholated products, saw a greater shift in risk for the discount rate into the cash flows, in 2022, in relation to the proposed product standard to prohibit menthol as a characterising flavour in cigarettes (outlined further in note 12(e)(v).
Refer to note 12(e)(v) for further information on brand impairment testing.
(iii) Cash-generating units and information on goodwill impairment testing
In 2022, goodwill was allocated for impairment testing purposes to 17 (2021: 17) individual cash-generating units (CGUs) – one in the U.S. (2021: one), six in AmSSA (2021: six), four in Europe (2021: four) and six in APME (2021: six).
| | | | | | | | | | | | | | | | | |
| | 2022 | | | 2021 |
| Carrying amount £m | Pre-tax discount rate % | | Carrying amount £m | Pre-tax discount rate % |
| Cash-generating unit | | | | | |
| Reynolds American | 37,181 | 8.8 | | 33,021 | 8.4 |
| Europe | 5,670 | 7.5 | | 5,362 | 6.1 |
| Canada | 2,460 | 19.4 | | 2,345 | 19.3 |
| Australia | 755 | 8.2 | | 719 | 6.8 |
| South Africa* | 541 | 10.4 | | 512 | 14.6 |
| Singapore | 398 | 7.9 | | 352 | 8.2 |
| GTR | 264 | 7.6 | | 233 | 7.7 |
| Malaysia | 240 | 11.4 | | 226 | 11.2 |
| Peru* | 103 | 7.5 | | 91 | 10.7 |
| Other | 344 | 8.0 | | 333 | 6.8 |
| Total | 47,956 | | | 43,194 | |
Note:
* Due to difficult trading conditions and uncertainties resulting from the COVID-19 pandemic in the prior year, a more granular market-led approach was adopted in formulating the CGUs financial forecast and value-in-use assumptions. However, given these risk factors have now dissipated, the CGUs have been assessed through the established Group approach in the current year.
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 projected sales volumes and pricing (net revenues), operating margins and long-term 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.
Post-tax discount rates 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 relevant local (or comparable) 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. This applies to all CGUs with the exception of Reynolds which had its discount rate independently determined based on its own weighted average cost of capital and U.S. market-related premiums. In general, an overall increase in post-tax discount rates in 2022 has been observed, primarily driven by higher interest rates and bond yields. In relation to Reynolds, this has been partially offset by a reduction in the risk-adjustment incorporated into the 2021 discount rates which has now been incorporated directly into the cash flows.
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.
(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% (2021: 3%) in years 2 to 10, after which a growth rate of 1% (2021: 1%) 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 the Malaysian cash-generating unit, as a result of regulatory and macro-economic 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 after which a long-term growth rate of 0% has been assumed. For the Malaysian cash-generating units headroom to reduce to £nil, the forecasted cash flows would need to reduce by 11.5% year on year or the pre-tax discount rate would have to increase by 1.5%, both of which management does not consider to be reasonably possible. The Group will continue to monitor Malaysia's performance going forward to identify if any impairment triggers materialise.
South Africa is positively recovering from the COVID-19 pandemic and the five-month sales ban in 2020, with the forecasted cashflows prepared to reflect the continued expected recovery with no further indication of impairment.
The Group had recognised an impairment charge of £54 million in 2021 for its Peruvian cash generating unit due to continued difficult trading conditions as a consequence of the COVID-19 pandemic and its impact on the forecasted operating cashflows which partially reduced the carrying value of goodwill to £91 million. As a result of the assessment, in 2022, no further deterioration in performance was identified requiring further impairment consideration.
In 2021, the Group also impaired in full the goodwill of Myanmar resulting in an impairment charge of £3 million.
Following the application of a reasonable range of sensitivities to all cash-generating units, there was no reasonably possible scenario identified that would lead to a potential impairment charge.
(v) Impairment testing – Reynolds American
Goodwill relating to Reynolds American and the indefinite-lived brand intangibles
On 28 April 2022, the FDA announced a proposed product standard to prohibit menthol as a characterising flavour in cigarettes, consistent with their previously stated timeline. Management notes that the proposal of a product standard does not itself constitute a ban on menthol in cigarettes given the proposed standard is still required to go through the established U.S. comprehensive rule-making process, the timetable and outcome for which was, and remains, uncertain. Further to this, on 21 June 2022, the FDA announced plans to develop a proposed product standard that would establish a maximum nicotine level in cigarettes and certain other combustible tobacco products to reduce addictiveness. Management notes that the FDA announcement does not itself constitute restrictions on nicotine levels in cigarettes, and any proposed regulation of nicotine 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 do not deem this to be a new development but rather a continuation of the rulemaking process that the FDA initiated in 2017 that was later put on hold.
In December 2022, the sale of most tobacco products with characterising flavours (including menthol) other than tobacco were banned in the state of California. The impact of such ban does not present an indicator of a potential impairment for Reynolds American goodwill or any of the indefinite-lived intangibles. 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 cash-generating unit.
In 2022, the value-in-use calculations have been determined based on probability weighted scenarios to derive a risk-adjusted cash flow forecast applied within the valuations. Management incorporated the following scenarios into the valuation:
–Management’s internal forecast (risk of the proposed product standard to prohibit menthol as a characterising flavour in cigarettes incorporated into the long-term growth rate).
–Assuming a final product standard to prohibit menthol as a characterising flavour in cigarettes becomes effective in the final year of the discrete forecast period (Management’s best estimate of the ban’s effective date, if a final rule is published).
–No product standard to prohibit menthol as a characterising flavour in cigarettes ultimately ends up being introduced.
This is a change in valuation methodology from 2021 where management prepared one cash flow forecast with the potential impact/risk of a proposed product standard to prohibit menthol as a characterising flavour in cigarettes incorporated into the long-term growth rate and discount rate. This change was a result of the timing of a proposed product standard narrowing given we have moved one year further forward.
The value-in-use calculations for brands, as described in note 12(e)(ii) above, have been incorporated in the probability weighted scenarios used in the Reynolds American goodwill model. The value-in-use calculations have been prepared based on a five-year risk-adjusted cash flow forecast which assumes a long-term volume decline of cigarettes generally offset by pricing. After this forecast, a probability weighted growth rate of 1.05% has been assumed for the Reynolds American cash-generating unit, 0.89% for Newport, 0.93% for Camel, and 1.0%for all remaining indefinite life intangibles.
The excess of value-in-use earnings over the carrying values (headroom) of the Reynolds American cash-generating unit and the Newport, Camel, Pall Mall, Grizzly and Camel Snus brand intangibles would be reduced to nil if the following individual changes were made to the key assumptions used in the impairment model.
| | | | | | | | | | | | | | | | | | | | |
| Reynolds American goodwill % | Newport % | Camel % | Pall Mall % | Grizzly % | Camel Snus % |
| Assumptions | | | | | | |
| Decrease in revenue by* | 6.1 | 21.0 | 28.6 | 14.1 | 8.9 | 5.1 |
| Increase in pre-tax discount rate by | 0.8 | 3.4 | 5.5 | 2.2 | 0.8 | 0.4 |
| Decrease in long-term growth rate by | 0.8 | 4.0 | 7.0 | 2.4 | 1.0 | 0.5 |
Note:
* Revenue sensitivities are performed in isolation and do not include the removal of the corresponding variable cost of sales.
The change in revenue assumption is based on revenue in the five-year forecast reducing by the stated percentage in each year without any future recovery and assumes that other assumptions are not changed. Management concluded that such reduction would not be reasonably possible for either Reynolds American goodwill or the indefinite-lived intangibles.
As a result of a reduction in the excess of value-in-use earnings over the carrying values (headroom) on Reynolds American goodwill in 2022, reasonably possible changes to key assumptions, within the value-in-use model, could result in an impairment charge. The following movements in key assumptions are deemed to be reasonably possible and would result in the following:
| | | | | | | | | | | | | | |
| Current headroom (£m) | Assumptions | Reasonable possible change | Impact (£m) | Possible impairment (£m) |
| 11,826 | Pre-tax discount rate | Increase of 0.93% | (13,355) | (1,529) |
| Long-term growth rates | Decrease of 0.85% | (13,036) | (1,210) |
Reasonably possible changes to key assumptions, within the value-in-use model, which could result in an impairment charge were also identified for Camel Snus. The following movements in key assumptions are deemed to be reasonably possible and would result in the following:
| | | | | | | | | | | | | | |
| Current headroom (£m) | Assumptions | Reasonable possible change | Impact (£m) | Possible impairment (£m) |
| 95 | Pre-tax discount rate | Increase of 0.94% | (165) | (70) |
| Long-term growth rates | Decrease of 1.00% | (175) | (80) |
The sensitivities relating to the pre-tax discount rates above are based upon a change in the risk-free rate only, as a directional potential impact. It is recognised that such changes may arise in a combination of assumptions within the discount rate calculation.
Apart from Camel Snus, management concluded that no reasonably possible scenarios were identified that resulted in any of the indefinite-lived intangibles requiring an impairment charge. However, it is noted that if adverse movement occurred in a combination of the above key assumptions for the Pall Mall brand intangible this may result in an impairment charge.
(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 creditor 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 19.4% (2021: 19.3%) 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 risk of an impairment charge identified.
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 20.6% in each year and assumes that other assumptions are not changed.
| | | | | |
| Canada goodwill % |
| Assumptions | |
| Decrease in revenue by | 20.6 |
| Increase in pre-tax discount rate by | 10.2 |
Note:
* Revenue sensitivities are performed in isolation and do not include the removal of the corresponding variable cost of sales.
The £2,460 million of goodwill relating to ITCAN on the Group’s balance sheet at 31 December 2022 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.
13 Property, plant and equipment
(a) Overview of property, plant and equipment, including right-of-use assets
| | | | | | | | | | | | | | | | | | | | |
| | | | | | 2022 |
| 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 | 1,421 | 847 | 5,750 | 247 | 706 | 8,971 |
| Accumulated depreciation and impairment | (388) | (370) | (3,130) | (130) | | (4,018) |
| Net book value at 1 January | 1,033 | 477 | 2,620 | 117 | 706 | 4,953 |
| Differences on exchange | 68 | 30 | 164 | 9 | 48 | 319 |
| Additions | | | | | | |
| – right-of-use assets | — | 117 | — | 117 | — | 234 |
| – separately acquired | — | — | 32 | — | 471 | 503 |
| Reallocations | 44 | 21 | 374 | 2 | (441) | — |
| Depreciation | (36) | (112) | (323) | (68) | — | (539) |
| Impairment | (62) | (39) | (210) | (4) | (4) | (319) |
| Right-of-use assets - reassessments, modifications and terminations | — | (16) | — | 4 | — | (12) |
| Disposals | (4) | (2) | (15) | — | 3 | (18) |
| Net reclassifications as held-for-sale | (41) | (10) | (187) | — | (16) | (254) |
| 31 December | | | | | | |
| Cost | 1,475 | 940 | 5,962 | 362 | 767 | 9,506 |
Accumulated depreciation
and impairment | (473) | (474) | (3,507) | (185) | — | (4,639) |
| Net book value at 31 December | 1,002 | 466 | 2,455 | 177 | 767 | 4,867 |
| | | | | | | | | | | | | | | | | | | | |
| | | | | | 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 |
Refer to notes 4 and 7 for more information on property, plant and equipment impairments. The £254 million (2021: £27 million) of assets reclassified as held-for-sale in 2022 primarily relates to the Group's operations in Russia and Belarus and in 2021, the Group's Iranian subsidiary, BAT Pars, as disclosed in note 27(d).
ESG Investments: Included in additions in 2022 is an amount of £27.1 million related to investments directed towards equipment to drive energy efficiency and renewable energy generation, water recycling and efficiency projects, waste reduction, and product innovation-led specification improvements to drive recyclability and reduce waste.
The Group has £80 million of future contractual commitments (2021: £90 million) related to property, plant and equipment.
(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, the U.S. and other countries.
(c) Leasehold property
As of 31 December 2022, the Group holds £152 million (2021: £165 million) of leasehold properties acquired and another £314 million (2021: £312 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 Bangladesh, Brazil, China, Germany, Italy, Mexico, Romania, Singapore, the UK and the U.S., amongst other countries. In addition, capitalised expenditure representing leasehold improvements is included in this asset class.
| | | | | | | | |
| 2022 £m | 2021 £m |
| Leasehold land and property comprises | | |
| - net book value of long leasehold | 15 | 14 |
| - net book value of short leasehold | 451 | 463 |
| 466 | 477 |
| | | | | | | | | | | | | | | | | |
| 2022 |
| Leasehold property net book value movements for the year ended 31 December 2022 | 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 (IAS 16) | 165 | 11 | (41) | 17 | 152 |
| - Right-of-use properties (IFRS 16) | 312 | 19 | (110) | 93 | 314 |
| 477 | 30 | (151) | 110 | 466 |
| | | | | | | | | | | | | | | | | |
| | | | | 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 (IAS 16) | 132 | (8) | (13) | 54 | 165 |
| - Right-of-use properties (IFRS 16) | 351 | (14) | (99) | 74 | 312 |
| 483 | (22) | (112) | 128 | 477 |
Note:
* Property acquired (IAS 16 Property, plant and equipment) other net movements for leasehold improvements represent additions (directly acquired and/or transferred from assets in the course of construction) net of disposals, whereas other net movements for right-of-use properties (IFRS 16) relate to new leases net of reassessments, modifications and terminations as reported in the Property, plant and equipment movement table in note 13(a).
(d) Freehold property
As of 31 December 2022, the Group owns freehold property amounting to £1,002 million (2021: £1,033 million), representing factories, warehouses and office buildings together with adjoining land, mainly in the U.S., the UK, Bangladesh, Indonesia and South Korea.
| | | | | | | | |
| 2022 £m | 2021 £m |
| Cost of freehold land within freehold property on which no depreciation is provided | 246 | 242 |
14 Investments in associates and joint ventures
| | | | | | | | |
| 2022 £m | 2021 £m |
| 1 January | 1,948 | 1,796 |
| Total comprehensive income (note 9) | 467 | 412 |
| Dividends | (438) | (392) |
| Additions (note 27(c)) | 39 | 130 |
| Other equity movements | 4 | 2 |
| 31 December | 2,020 | 1,948 |
| Non-current assets | 1,400 | 1,286 |
| Current assets | 1,138 | 1,144 |
| Non-current liabilities | (75) | (83) |
| Current liabilities | (443) | (399) |
| 2,020 | 1,948 |
| ITC Ltd. (Group’s share of the market value is £12,059 million (2021 £7,839 million)) | 1,865 | 1,759 |
| Other listed associates (Group’s share of the market value is £206 million (2021: £232 million)) | 106 | 154 |
| Unlisted associates | 49 | 35 |
| 2,020 | 1,948 |
The principal associate undertaking of the Group is ITC Ltd. (ITC). Included within the dividends amount of £438 million
(2021: £392 million) are £427 million (2021: £383 million) attributable to dividends declared by ITC.
As explained in note 27(c), acquisitions during the year included mostly investments in Sanity Group GmbH and Steady State LLC.
In 2021, acquisitions largely related to investments in Organigram Holdings Inc.
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% (2022: 19.4%) 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.
During 2022, management reassessed the carrying value of the Group’s investment in Organigram Holdings Inc. due to a reduction in the entity's share price being identified as a trigger for a detailed impairment assessment to be undertaken. As part of this exercise, management took into consideration Organigram’s share price, internal value-in-use calculations, external trading multiples and broker forecasts. As a result of this analysis, it was concluded that an impairment charge of £65 million (or £59 million net of tax) was required against the carrying value of the investment in associate, with the recoverable amount as at 31 December 2022 being £73 million (2021: £125 million). 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 Group in 2015. 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.
Charlotte’s Web Holdings Inc.
In November 2022, the Group announced a £48 million investment in Charlotte’s Web Holdings, Inc. (Charlotte's Web). Based in Colorado, USA, and listed on the Toronto Stock Exchange, Charlotte’s Web holds a prominent position in innovative hemp extract wellness products. The Group’s investment has been made via a 7-year convertible debenture which is convertible at the Group’s discretion into a non-controlling equity stake in Charlotte’s Web of around 19.9%. As part of the investment agreement, the Group has the right to appoint directors to the Board of Charlotte’s Web. However, given the investment does not give the Group any current right to a share of the earnings or net assets of the investee, the investment has been classified as an investment at fair value through profit and loss (see note 18). On conversion of the loan note, the Group would equity account for its investment.
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 29.19%.
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 2022 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 2022.
| | | | | | | | |
| 2022 £m | 2021 £m |
| Non-current assets | 4,402 | 3,889 |
| Current assets | 3,465 | 3,391 |
| Non-current liabilities | (233) | (231) |
| Current liabilities | (1,244) | (1,061) |
| 6,390 | 5,988 |
Group’s share of ITC Ltd. (2022: 29.19%; 2021: 29.38%) | 1,865 | 1,759 |
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., the 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 current service cost.
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 may 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. In addition, schemes in the UK and Canada have purchased insurance contracts which exactly match valuation volatility of all or part of the scheme liabilities.
–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 2023 in total are expected to be £110 million compared to £74 million in 2022.
U.S.
In the U.S., the main funded pension plan is the Reynolds and Affiliates Pension Plan which was formed at the end of 2022 through a merger of the Reynolds American Retirement Plan (PEP) and the Retirement Income Plan for Certain RAI Affiliates (Affiliates). The only funded healthcare scheme is the Brown & Williamson Tobacco Corporation Welfare & Fringe Benefit Plan. Each of the above were established with corporate trustees that are required to run the plan 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 2022, 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 2023.
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 significant 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 former PEP and former 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 were removed from the balance sheet, resulting in a settlement gain of £35 million. A further partial buy-out affecting portions of the membership of the former PEP and former Affiliates plans was concluded on 7 June 2022, with approximately US$1.6 billion (£1.3 billion) of plan liabilities removed from the balance sheet, resulting in a settlement gain of £16 million.
At 31 December 2022, the Reynolds and Affiliates Pension Plan was reporting a surplus under IAS 19 in total of £567 million (2021: £463 million). Under the rules of this plan, 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 restriction has 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 £143 million (2021: £293 million).
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.
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 was 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. The Schedule of
Contributions was further amended on 8 August 2022 such that the Group would make no contributions in 2022 but would commit to pay £36 million in July 2023. However, the Trustee retained the right to require an interim payment of up to £18 million at any time before 19 August 2023 should it consider this, in all the circumstances, to be necessary and appropriate. Consequently, no contributions were made to UKPF in 2022 or 2021.
On 26 October 2022, the Group entered into an agreement with the Trustee to provide a temporary liquidity facility capped at £40 million for up to two years. The facility will be used for the purposes of providing short-term liquidity for UKPF, should this be necessary, in meeting capital calls in respect of the certain residual investments held by UKPF. Once borrowed and repaid, amounts cannot be redrawn. Interest will accrue on the amounts borrowed under the facility at SONIA plus 2.25% p.a. A commitment charge of 0.56% will be paid by the Trustee. As at 31 December 2022 this facility was undrawn.
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, and on 26 October 2022, a third and final buy-in policy was acquired with PIC. £198 million of assets were transferred immediately with £35 million of the premium deferred until 2023 and 2024.
As a result of these transactions, approximately 94% of the assets held by UKPF (2021: 84%) are represented by the buy-in contracts, covering 100% of UKPF’s retirement liabilities (2021: 91%). On an IAS 19 basis, the subsequent fair value of the insurance policies matches the present value of the liabilities being insured.
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.
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 £40 million in 2023 and £39 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 £17 million in 2023 and then also around £9 million per annum for the four years after that.
For schemes in the Netherlands reporting surpluses of £46 million (2021: £77 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, and similarly for the surplus relating to schemes in Germany of £150 million (2021: £nil). For schemes in surplus in Canada of £35 million (2021: £27 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 2021 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, 50% of the liabilities reported at year-end are expected to be settled by the Group within 10 years, 29% between 10 and 20 years, 14% between 20 and 30 years, and 7% thereafter. For unfunded healthcare schemes in the U.S. and Canada, 71% of the liabilities reported at year-end are expected to be settled by the Group within 10 years, 23% between 10 and 20 years, 5% between 20 and 30 years, and 1% thereafter.
The amounts recognised in the balance sheet are determined as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pension schemes | | Healthcare schemes | | Total |
| 2022 £m | 2021 £m | | 2022 £m | 2021 £m | | 2022 £m | 2021 £m |
| Present value of funded scheme liabilities | (6,310) | (9,859) | | (205) | (225) | | (6,515) | (10,084) |
| Fair value of funded scheme assets | 7,271 | 10,644 | | 153 | 172 | | 7,424 | 10,816 |
| 961 | 785 | | (52) | (53) | | 909 | 732 |
| Unrecognised funded scheme surpluses | (61) | (16) | | — | — | | (61) | (16) |
| 900 | 769 | | (52) | (53) | | 848 | 716 |
| Present value of unfunded scheme liabilities | (387) | (555) | | (410) | (482) | | (797) | (1,037) |
| 513 | 214 | | (462) | (535) | | 51 | (321) |
| | | | | | | | |
| The above net asset/(liability) is recognised in the balance sheet as follows: | | | | |
| – retirement benefit scheme liabilities | (483) | (702) | | (466) | (537) | | (949) | (1,239) |
| – retirement benefit scheme assets | 996 | 916 | | 4 | 2 | | 1,000 | 918 |
| 513 | 214 | | (462) | (535) | | 51 | (321) |
The net assets/(liabilities) of funded pension schemes by territory are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Liabilities | | Assets | | Total |
| 2022 £m | 2021 £m | | 2022 £m | 2021 £m | | 2022 £m | 2021 £m |
| – U.S. | (1,552) | (3,378) | | 2,046 | 3,748 | | 494 | 370 |
| – UK | (2,114) | (3,357) | | 2,256 | 3,645 | | 142 | 288 |
| – Germany | (711) | (913) | | 861 | 896 | | 150 | (17) |
| – Canada | (574) | (706) | | 613 | 724 | | 39 | 18 |
| – Netherlands | (693) | (769) | | 739 | 846 | | 46 | 77 |
| – Switzerland | (279) | (317) | | 308 | 311 | | 29 | (6) |
| – Rest of Group | (387) | (419) | | 448 | 474 | | 61 | 55 |
| Funded schemes | (6,310) | (9,859) | | 7,271 | 10,644 | | 961 | 785 |
Of the Group’s unfunded pension schemes, 47% (2021: 57%) relate to arrangements in the UK and 39% (2021: 32%) relate to arrangements in the U.S., while 86% (2021: 85%) of the Group’s unfunded healthcare arrangements relate to arrangements in the U.S.
The amounts recognised in the income statement are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pension schemes | | Healthcare schemes | | Total |
| 2022 £m | 2021 £m | | 2022 £m | 2021 £m | | 2022 £m | 2021 £m |
| Defined benefit schemes | | | | | | | | |
| Service cost | | | | | | | | |
| – current service cost | 50 | 60 | | 1 | 2 | | 51 | 62 |
– past service credit, curtailments and settlements | (14) | (29) | | 1 | — | | (13) | (29) |
| Net interest on the net defined benefit liability | | | | | | | | |
| – interest on scheme liabilities | 224 | 226 | | 23 | 19 | | 247 | 245 |
| – interest on scheme assets | (240) | (226) | | (6) | (5) | | (246) | (231) |
– interest on unrecognised funded scheme surpluses | 1 | 1 | | — | — | | 1 | 1 |
| 21 | 32 | | 19 | 16 | | 40 | 48 |
| Defined contribution schemes | 93 | 91 | | — | — | | 93 | 91 |
| Total amount recognised in the income statement (note 3) | 114 | 123 | | 19 | 16 | | 133 | 139 |
The above charges are recognised within employee benefit costs in note 3 and include a credit of £9 million in 2022 (2021: £23 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 2022 is £13 million (2021: £15 million) of administration costs. Current service cost is stated after netting employee contributions, where applicable.
The movements in scheme liabilities are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pension schemes | | Healthcare schemes | | Total |
| 2022 £m | 2021 £m | | 2022 £m | 2021 £m | | 2022 £m | 2021 £m |
| Present value at 1 January | 10,414 | 12,572 | | 707 | 798 | | 11,121 | 13,370 |
| Differences on exchange | 567 | (122) | | 78 | 5 | | 645 | (117) |
| Current service cost | 50 | 60 | | 1 | 2 | | 51 | 62 |
| Past service (credit)/cost and settlements | (1,308) | (1,426) | | 1 | — | | (1,307) | (1,426) |
| Interest on scheme liabilities | 224 | 226 | | 23 | 19 | | 247 | 245 |
| Contributions by scheme members | 3 | 3 | | — | — | | 3 | 3 |
| Benefits paid | (586) | (705) | | (59) | (55) | | (645) | (760) |
| Actuarial (gains)/losses | | | | | | | | |
| – arising from changes in demographic assumptions | (18) | 147 | | — | 3 | | (18) | 150 |
| – arising from changes in financial assumptions | (2,775) | (394) | | (145) | (18) | | (2,920) | (412) |
| Experience losses/(gains) | 126 | 53 | | 9 | (47) | | 135 | 6 |
| Present value at 31 December | 6,697 | 10,414 | | 615 | 707 | | 7,312 | 11,121 |
Changes in financial assumptions principally relate to discount rate movements in both years, offset by changes in inflation. Experience losses/(gains) relates to variations from previous assumptions for inflationary increases for pensions-in-payment and deferred pensions as well as adjustments for membership data. Past service (credit)/cost and settlements in the table above includes amounts relating to the U.S. buy-out transaction in both years.
Scheme liabilities by scheme membership:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pension schemes | | Healthcare schemes | | Total |
| 2022 £m | 2021 £m | | 2022 £m | 2021 £m | | 2022 £m | 2021 £m |
| Active members | 756 | 1,090 | | 31 | 41 | | 787 | 1,131 |
| Deferred members | 1,055 | 1,750 | | 1 | 1 | | 1,056 | 1,751 |
| Retired members | 4,886 | 7,574 | | 583 | 665 | | 5,469 | 8,239 |
| Present value at 31 December | 6,697 | 10,414 | | 615 | 707 | | 7,312 | 11,121 |
Approximately 95% of scheme liabilities in both years relate to guaranteed benefits.
The movements in funded scheme assets are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Pension schemes | | Healthcare schemes | | Total |
| 2022 £m | 2021 £m | | 2022 £m | 2021 £m | | 2022 £m | 2021 £m |
Fair value of scheme assets at 1 January | 10,644 | 12,403 | | 172 | 173 | | 10,816 | 12,576 |
| Differences on exchange | 606 | (116) | | 21 | — | | 627 | (116) |
| Settlements | (1,294) | (1,397) | | — | — | | (1,294) | (1,397) |
| Interest on scheme assets | 240 | 226 | | 6 | 5 | | 246 | 231 |
| Company contributions | 74 | 74 | | — | — | | 74 | 74 |
| Contributions by scheme members | 3 | 3 | | — | — | | 3 | 3 |
| Benefits paid | (546) | (668) | | (15) | (13) | | (561) | (681) |
| Actuarial (losses)/gains | (2,456) | 119 | | (31) | 7 | | (2,487) | 126 |
Fair value of scheme assets at 31 December | 7,271 | 10,644 | | 153 | 172 | | 7,424 | 10,816 |
The actuarial losses and gains 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 transactions in both years.
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 |
| 2022 £m | 2021 £m | | 2022 £m | 2021 £m | | 2022 £m | 2021 £m |
| Equities ‒ listed | 623 | 741 | | 5 | 6 | | 628 | 747 |
| Equities ‒ unlisted | 756 | 892 | | 50 | 65 | | 806 | 957 |
| Bonds ‒ listed | 1,167 | 1,929 | | 18 | 5 | | 1,185 | 1,934 |
| Bonds ‒ unlisted | 768 | 1,924 | | 64 | 72 | | 832 | 1,996 |
| Other assets ‒ listed | 473 | 543 | | 7 | 15 | | 480 | 558 |
| Other assets ‒ unlisted | 3,484 | 4,615 | | 9 | 9 | | 3,493 | 4,624 |
Fair value of scheme assets at 31 December | 7,271 | 10,644 | | 153 | 172 | | 7,424 | 10,816 |
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. 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.
Insurance policies of £2,453 million (2021: £3,473 million), acquired in buy-in transactions in the UK and Canada are included within ‘other assets-unlisted’ in the table above. The fair value of these assets was estimated as the present value of the underlying obligations covered by the insurance policy and consequently the valuation of these assets at each balance sheet date is subject to the same measurement uncertainty as for the related scheme liabilities. The fair values of other unlisted assets, excluding buy-in insurance policies, were determined using an income approach that utilised cash flow models utilising observable inputs and comparing these valuations to benchmark valuations of similar assets. In addition, the fair value of a proportion of the unlisted bonds is estimated by reference to daily broker auctions.
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 public equity, fixed income, real assets, private equity and hedge funds. The range of allowable investment types utilised for pension assets provides enhanced returns and more widely diversifies the plan.
As noted above, during 2022, 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 of this fund of £143 million (2021: £586 million) now predominantly consist of cash and a proportion of illiquid investments, such as private equity and infrastructure investments, as well as certain liability-driven investments and absolute return funds.
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 |
| 2022 £m | 2021 £m | 2020 £m | | 2022 £m | 2021 £m | 2020 £m | | 2022 £m | 2021 £m | 2020 £m |
Unrecognised funded scheme surpluses at 1 January | (16) | (16) | (28) | | — | — | — | | (16) | (16) | (28) |
Differences on exchange | (4) | 2 | 3 | | — | — | — | | (4) | 2 | 3 |
| Interest on unrecognised funded scheme surpluses | (1) | (1) | (1) | | — | — | — | | (1) | (1) | (1) |
| Movement in year (note 22) | (39) | (1) | 10 | | — | — | — | | (39) | (1) | 10 |
Unrecognised funded scheme surpluses at 31 December | (60) | (16) | (16) | | — | — | — | | (60) | (16) | (16) |
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.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 2022 | | | | | | | 2021 |
| U.S. | UK | Germany | Canada | Netherlands | Switzerland | | U.S. | UK | Germany | Canada | Netherlands | Switzerland |
| Rate of increase in salaries (%) | 3.3 | Nil | 2.5 | 2.5 | 1.4 | 1.5 | | 3.4 | — | 2.5 | 2.5 | 1.4 | 1.2 |
| Rate of increase in pensions in payment (%) | 2.4 | 3.2 | 2.3 | Nil | 2.2 | Nil | | 2.5 | 3.4 | 1.8 | Nil | 1.1 | Nil |
| Rate of increase in deferred pensions (%) | 0.1 | 2.8 | 2.3 | Nil | 2.2 | — | | 0.1 | 3.0 | 1.8 | Nil | 1.1 | — |
| Discount rate (%) | 5.5 | 5.0 | 4.2 | 5.0 | 3.7 | 2.1 | | 3.0 | 1.8 | 1.3 | 2.8 | 1.0 | 0.2 |
| General inflation (%) | 2.5 | 3.2 | 2.3 | 2.0 | 2.0 | 1.2 | | 2.5 | 3.4 | 1.8 | 2.0 | 2.0 | 1.0 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 2022 | | | | | | | 2021 |
| U.S. | UK | Germany | Canada | Netherlands | Switzerland | | U.S. | UK | Germany | Canada | Netherlands | Switzerland |
| Weighted average duration of liabilities (years) | 10.7 | 12.4 | 10.9 | 9.0 | 14.4 | 10.2 | | 12.3 | 16.7 | 13.6 | 11.0 | 17.1 | 13.3 |
For healthcare inflation in the U.S., the assumption is 7.5% for 2022 (2021: 7.0%) 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 except for a specific group of retired members for which the mortality assumption is 99.5% of the RP-2006 table with white collar adjustment, projected with MP-2021 generational projection (both years) |
| UK | S3PA (YOB) with the CMI (2021) improvement model with a 1.25% long-term improvement rate (2021: S3PA (YOB) with the CMI (2020) 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 2022 (2021: AG Prognosetafel 2020) |
| Switzerland | LPP/BVG 2020 base table with CMI projection factors for mortality improvements with a 1.5% long-term improvement rate (2021: LPP/BVG 2020 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 2022 | | | | | | | | | | | | | | | | | |
| Member age 65 (current life expectancy) | 22.1 | 23.6 | | 22.9 | 24.2 | | 20.6 | 24.0 | | 22.0 | 24.4 | | 21.0 | 24.4 | | 22.0 | 23.7 |
| Member age 45 (life expectancy at age 65) | 22.2 | 24.1 | | 24.5 | 26.0 | | 23.4 | 26.3 | | 23.0 | 25.3 | | 23.2 | 26.3 | | 23.9 | 25.6 |
| 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 |
For the remaining territories, typical assumptions are that real salary increases will be from 0% to 8.0% (2021: 0% to 8.0%) per annum and discount rates will be from 0% to 7.5% (2021: 0% to 11.0%) 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 2022 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 and pension 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 | percentage increase £m | percentage decrease £m |
| Average life expectancy – increase/(decrease) of scheme liabilities | 170 | (171) | | |
| Rate of inflation (+/- 25bps) – increase/(decrease) of scheme liabilities | | | 95 | (91) |
| Discount rate (+/- 50bps) – (decrease)/increase of scheme liabilities | | | (309) | 328 |
A one percent increase in healthcare inflation would increase healthcare scheme liabilities by £25 million, and a one percent decrease would decrease liabilities by £19 million. The income statement effect of this change in assumption is not material.
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 2022 | (4) | (151) | 94 | (221) | 139 | (16,779) | 1,071 | (15,851) |
| Differences on exchange | (8) | (20) | 5 | (8) | 7 | (2,109) | 126 | (2,007) |
Credited/(charged) to the
income statement | 46 | 50 | 77 | — | (18) | 70 | (51) | 174 |
Credited/(charged) relating
to changes in tax rates | — | (3) | 34 | — | (1) | 45 | (9) | 66 |
Charged to other comprehensive income | — | — | — | — | (89) | — | (17) | (106) |
| Net reclassifications as held-for-sale | (4) | 9 | — | — | — | — | (27) | (22) |
| 31 December 2022 | 30 | (115) | 210 | (229) | 38 | (18,773) | 1,093 | (17,746) |
| 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) |
The net deferred tax liabilities are reflected in the Group balance sheet as follows: deferred tax asset of £682 million and deferred tax liability of £18,428 million (2021: deferred tax asset of £611 million and deferred tax liability of £16,462 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 £364 million (2021: £342 million) which have no expiry date and unused tax losses of £429 million (2021: £452 million) which will expire within the next 20 years.
In 2022 and 2021 the Group has not recognised any deferred tax asset in respect of deductible temporary differences which have no expiry date and has not recognised £41 million (2021: £148 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 (2021: £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 £1.6 billion (2021: £0.9 billion).
17 Trade and other receivables
| | | | | | | | |
| 2022 £m | 2021 £m |
| Trade receivables | 2,609 | 2,998 |
| Loans and other receivables | 1,568 | 755 |
| Prepayments and accrued income | 431 | 408 |
| 4,608 | 4,161 |
| Current | 4,367 | 3,951 |
| Non-current | 241 | 210 |
| 4,608 | 4,161 |
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 2022, the value of trade receivables derecognised through the factoring arrangements where the Group acts as a collection agent was £533 million (2021: £562 million) and where the Group does not act as a collection agent was £22 million (2021: £8 million). Included in trade receivables above is £164 million (2021: £110 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 2022, the value of trade receivables derecognised through these arrangements was £81 million (2021: £171 million).
Included in loans and other receivables are £114 million of litigation related deposits (2021: £84 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.
In March 2017, the Brazilian Supreme Court ruled that for all taxpayers VAT should not be included in the calculation of social contribution taxes (PIS/Cofins) which are levied based on revenue. In August 2022, Souza Cruz achieved the favourable final and unappealable decision in its individual lawsuit in respect of overpaid taxes to the government. Accordingly, an asset has been recognised in the amount of £624 million (principal amount plus interest) . Furthermore, the Group has a right related to an earn-out linked to the timing of the credit compensation of £97 million.
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, in note 18, to the cash flow statement.
Prepayments and accrued income include £21 million (2021: £24 million) of accrued income primarily in relation to rebates.
Amounts receivable from related parties including associated undertakings are shown in note 30.
Trade and other receivables have been reported in the balance sheet net of allowances as follows:
| | | | | | | | |
| 2022 £m | 2021 £m |
| Trade receivables – gross | 2,660 | 3,035 |
| Trade receivables – allowance | (51) | (37) |
| Loans and other receivables – gross | 1,568 | 755 |
| Loans and other receivables – allowance | — | — |
| Prepayments and accrued income | 431 | 408 |
| Net trade and other receivables per balance sheet | 4,608 | 4,161 |
The movements in the allowance account are as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | 2022 | | | | 2021 |
| Trade receivables £m | Loans and other receivables £m | Total £m | | Trade receivables £m | Loans and other receivables £m | Total £m |
| 1 January | 37 | — | 37 | | 41 | — | 41 |
| Differences on exchange | 2 | — | 2 | | (2) | — | (2) |
| Provided in the year | 28 | — | 28 | | 7 | — | 7 |
| Released | (16) | — | (16) | | (9) | — | (9) |
| 31 December | 51 | — | 51 | | 37 | — | 37 |
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: 1.9% (2021: 2.2%), UK sterling: 0.0% (2021: 0.1%), Euro: 5.7% (2021: 3.6%) and other currencies: 2.4% (2021: 0.9%).
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.
18 Investments held at fair value
| | | | | | | | | | | | | | | | | | | | | | | |
| | | 2022 | | | | 2021 |
| Fair value through P&L £m | Fair value through OCI £m | Total £m | | Fair value through P&L £m | Fair value through OCI £m | Total £m |
| 1 January | 469 | 37 | 506 | | 255 | 9 | 264 |
| Difference on exchange | 18 | 1 | 19 | | 3 | 1 | 4 |
| Additions | 209 | 19 | 228 | | 327 | 18 | 345 |
| Disposals | (93) | (3) | (96) | | (98) | — | (98) |
| Provisions | 17 | — | 17 | | (24) | — | (24) |
| Other fair value movements | 20 | 6 | 26 | | 6 | 9 | 15 |
| 31 December | 640 | 60 | 700 | | 469 | 37 | 506 |
| Current | 579 | — | 579 | | 456 | — | 456 |
| Non-current | 61 | 60 | 121 | | 13 | 37 | 50 |
| 640 | 60 | 700 | | 469 | 37 | 506 |
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, and other Group companies.
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 profit and loss also includes the Group’s investment in Charlotte’s Web (see note 14). 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 £396 million (2021: £351 million) due to investments held by subsidiaries in CCAA protection (note 32), as well as £78 million (2021: £61 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 against non-current investments held at fair value was charged to net finance costs as recoverability of these funds was not certain. During 2022, £17 million was recovered with some progress on resolving issues over the release of the remaining funds.
Investments held at fair value are predominantly denominated in the functional currencies of subsidiary undertakings with less than
5% in other currencies (2021: less than 4% in other currencies). There is no material difference between the investments held at fair value and their gross contractual values.
The classification of these investments under the IFRS 13 Fair Value Measurement fair value hierarchy is given in note 26. 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, including discounted cash flow analyses and share of net assets. The fair value of the 7-year convertible debenture in Charlotte’s Web has been determined using a binomial option pricing model.
Included in the values in the table above are £186 million (2021: £101 million) of level 3 assets. Movements in these assets in 2022 included £133 million (2021: £73 million) of additions, £82 million (2021: £56 million) of disposals and £26 million (£9 million) of net fair value gains.
Below is a reconciliation of the fair value investments cash flows to the cash flow statement – investing activities:
| | | | | | | | |
| 2022 £m | 2021 £m |
| Cash outflow from investments held at fair value | 228 | 345 |
| Cash outflow from loans and other receivables | 29 | 24 |
| Cash outflows from investments per cash flow statement | 257 | 369 |
| Cash inflow from investments held at fair value | (96) | (98) |
| Cash inflow from loans and other receivables | (32) | (43) |
| Cash inflows from investments per cash flow statement | (128) | (141) |
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.
| | | | | | | | | | | | | | | | | |
| | 2022 | | | 2021 |
| Assets £m | Liabilities £m | | Assets £m | Liabilities £m |
| Fair value hedges | | | | | |
–interest rate swaps | 27 | 435 | | 5 | 2 |
| – cross-currency swaps | 126 | — | | 114 | — |
| Cash flow hedges | | | | | |
–interest rate swaps | 5 | — | | — | — |
| – cross-currency swaps | 127 | 121 | | 107 | 35 |
| – forward foreign currency contracts | 70 | 71 | | 81 | 35 |
| Net investment hedges | | | | | |
| – forward foreign currency contracts | 45 | 247 | | 62 | 81 |
| Held-for-trading* | | | | | |
| – interest rate swaps | 12 | 14 | | 28 | 34 |
| – forward foreign currency contracts | 149 | 41 | | 28 | 127 |
| Total | 561 | 929 | | 425 | 314 |
| Current | 430 | 427 | | 182 | 235 |
| Non-current | 131 | 502 | | 243 | 79 |
| 561 | 929 | | 425 | 314 |
| Derivatives | | | | | |
| – in respect of net debt** | 438 | 605 | | 273 | 182 |
| – other | 123 | 324 | | 152 | 132 |
| 561 | 929 | | 425 | 314 |
Notes:
* 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 liability position of £167 million as at 31 December 2022 (2021: net asset position of £91 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 £202 million (2021: £188 million) of which £72 million (2021: £78 million) is expected within one year and £nil million (2021: £107 million) beyond five years and liabilities of £192 million (2021: £70 million) of which £134 million (2021: £33 million) is expected within one year and £nil (2021: £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.
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:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 2022 | | | | | | 2021 |
| 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 | 12,506 | (12,249) | | 8,691 | (9,049) | | 5,743 | (4,727) | | 12,407 | (12,096) |
| – cross-currency swaps | 731 | (608) | | 689 | (767) | | 14 | (22) | | 17 | (36) |
| Between one and two years | | | | | | | | | | | |
–forward foreign currency contracts | 199 | (193) | | 243 | (247) | | 807 | (779) | | 143 | (113) |
| – cross-currency swaps | 9 | (15) | | 10 | (17) | | 705 | (592) | | 665 | (689) |
| Between two and three years | | | | | | | | | | | |
| – cross-currency swaps | 9 | (15) | | 460 | (502) | | 9 | (15) | | 10 | (15) |
| Between three and four years | | | | | | | | | | | |
| – cross-currency swaps | 9 | (15) | | — | — | | 9 | (15) | | 460 | (445) |
| Between four and five years | | | | | | | | | | | |
| – cross-currency swaps | 756 | (579) | | — | — | | 9 | (15) | | — | — |
| Beyond five years | | | | | | | | | | | |
| – cross-currency swaps | — | — | | — | — | | 726 | (579) | | — | — |
| 14,219 | (13,674) | | 10,093 | (10,582) | | 8,022 | (6,744) | | 13,702 | (13,394) |
The maturity dates of net-settled derivative financial instruments, which primarily relate to interest rate swaps, are as follows:
| | | | | | | | | | | | | | | | | |
| | 2022 | | | 2021 |
| Assets Inflow/ (outflow) £m | Liabilities Outflow/ (inflow) £m | | Assets Inflow/ (outflow) £m | Liabilities Outflow/ (inflow) £m |
| Within one year | 263 | 531 | | 127 | 225 |
| Between one and two years | 30 | 134 | | 25 | 19 |
| Between two and three years | — | 84 | | 23 | 11 |
| Between three and four years | — | 66 | | (2) | 11 |
| Between four and five years | — | 7 | | — | 12 |
| Beyond five years | 23 | 460 | | — | (17) |
| 316 | 1,282 | | 173 | 261 |
The items designated as hedging instruments are as follows:
| | | | | | | | | | | | | | | | | |
| | 2022 | | | 2021 |
| Nominal amount of hedging instrument £m | Changes in fair value used for calculating hedge ineffectiveness £m | | Nominal amount of hedging instrument £m | Changes in fair value used for calculating hedge ineffectiveness £m |
| Interest rate risk exposure: | | | | | |
| Fair value hedges | | | | | |
| – interest rate swaps | 4,657 | (417) | | 4,413 | (35) |
| – cross-currency swaps | 710 | 11 | | 672 | (52) |
| Cash flow hedges | | | | | |
| – interest rate swaps | 1,247 | (5) | | — | — |
| – cross-currency swaps | 1,825 | 60 | | 1,751 | 69 |
| Foreign currency risk exposure: | | | | | |
| Cash flow hedges | | | | | |
| – forward foreign currency contracts | 3,695 | (2) | | 3,573 | 49 |
| Net investment hedges (derivative related) | | | | | |
| – forward foreign currency contracts | 6,407 | (208) | | 6,120 | (27) |
| Net investment hedges (non-derivative related) | | | | | |
| – debt (carrying value) in borrowings designated as net investment hedges of net assets | 389 | 21 | | 368 | (24) |
20 Inventories
| | | | | | | | |
| 2022 £m | 2021 £m |
| Raw materials and consumables | 2,370 | 2,100 |
| Finished goods and work in progress | 3,159 | 3,046 |
| Goods purchased for resale | 142 | 133 |
| 5,671 | 5,279 |
Write-offs taken to other operating expenses in the Group income statement were £250 million (2021: £215 million; 2020: £309 million). Goods purchased for resale include Group brands produced under third-party contract manufacturing arrangements.
21 Cash and cash equivalents
| | | | | | | | |
| 2022 £m | 2021 £m |
| Cash and bank balances | 3,116 | 2,529 |
| Cash equivalents | 330 | 280 |
| 3,446 | 2,809 |
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:
| | | | | | | | |
| 2022 £m | 2021 £m |
| Functional currency | 2,979 | 2,422 |
| U.S. dollar | 207 | 170 |
| Euro | 129 | 92 |
| Other currencies | 131 | 125 |
| 3,446 | 2,809 |
In the Group cash flow statement, net cash and cash equivalents are shown after deducting bank overdrafts and accrued interest where applicable, as follows:
| | | | | | | | |
| 2022 £m | 2021 £m |
| Cash and cash equivalents as above | 3,446 | 2,809 |
| Less overdrafts and accrued interest | (109) | (346) |
| Net cash and cash equivalents | 3,337 | 2,463 |
Cash and cash equivalents also include £34 million (2021: £42 million) of cash that is held as a hedging instrument.
Restricted cash
Cash and cash equivalents include restricted amounts of £1,411 million (2021: £1,024 million) due to subsidiaries in CCAA protection (note 32), as well as £324 million (2021: £305 million) principally due to exchange control restrictions.
22 Capital and reserves
(a) Share capital
| | | | | | | | | | | |
| Ordinary shares of 25p each Number of shares | | £m |
| Allotted and fully paid | | | |
| 1 January 2022 | 2,456,617,788 | | 614.15 |
| Changes during the year | | | |
| – share option schemes | 249,632 | | 0.06 |
| 31 December 2022 | 2,456,867,420 | | 614.21 |
| 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 |
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 2022 | 113 | 101 | 26,414 | 26,628 |
| 31 December 2021 | 107 | 101 | 26,414 | 26,622 |
| 31 December 2020 | 103 | 101 | 26,414 | 26,618 |
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 £5 million (2021: £nil; 2020: £2 million) in respect of ordinary shares issued under the Company’s share option schemes. A further £1 million (2021: £4 million; 2020: £7 million) 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.
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.
(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 2022 | (6,427) | (363) | 6 | 179 | 573 | (6,032) | (5,122) | 49,334 |
| Comprehensive income and expense | | | | | | | | |
| Profit for the year | — | — | — | — | — | — | — | 6,666 |
| Foreign currency translation and hedges of net investments in foreign operations | | | | | | | | |
–differences on exchange from translation of foreign operations | 8,920 | — | — | — | — | 8,920 | — | — |
| – reclassified and reported in profit for the year | 5 | — | — | — | — | 5 | — | — |
– net investment hedges - net fair value
gains on derivatives | (578) | — | — | — | — | (578) | — | — |
–net investment hedges - differences on exchange on borrowings | (21) | — | — | — | — | (21) | — | — |
| Cash flow hedges | | | | | | | | |
| – net fair value gains | — | 81 | — | — | — | 81 | — | — |
| – reclassified and reported in profit for the year | — | 101 | — | — | — | 101 | — | — |
–tax on net fair value gains in respect of cash flow hedges (note 10(f)) | — | (17) | — | — | — | (17) | — | — |
| Investments held at fair value | | | | | | | | |
| – net fair value gains | — | — | 6 | — | — | 6 | — | — |
| Associates - share of OCI, net of tax (note 9) | 6 | — | — | — | — | 6 | — | — |
| Retirement benefit schemes | | | | | | | | |
| – net actuarial gains (note 15) | — | — | — | — | — | — | — | 316 |
| – surplus recognition (note 15) | — | — | — | — | — | — | — | (39) |
–tax on actuarial gains in respect of subsidiaries (note 10(f)) | — | — | — | — | — | — | — | (95) |
| Associates - share of OCI, net of tax (note 9) | — | — | 18 | — | — | 18 | — | 1 |
| Other changes in equity | | | | | | | | |
Cash flow hedges reclassified and
reported in total assets | — | (129) | — | — | — | (129) | — | — |
| Employee share options | | | | | | | | |
| – value of employee services | — | — | — | — | — | — | — | 81 |
| – treasury shares used for share option schemes | — | — | — | — | — | — | 14 | (15) |
| Dividends and other appropriations | | | | | | | | |
| – ordinary shares | — | — | — | — | — | — | — | (4,915) |
| Purchase of own shares | | | | | | | | |
| – held in employee share ownership trusts | — | — | — | — | — | — | (80) | — |
| – share buy-back programme | — | — | — | — | — | — | (2,012) | — |
| Perpetual hybrid bonds | | | | | | | | |
| – coupons paid | — | — | — | — | — | — | — | (59) |
| – tax on coupons paid | — | — | — | — | — | — | — | 11 |
| Non-controlling interests - acquisitions (note 27(b)) | — | — | — | — | — | — | — | (1) |
| Reclassification of equity related to assets held-for-sale | 295 | — | — | — | — | 295 | — | — |
| Other movements | — | — | — | — | — | — | 84 | (88) |
| 31 December 2022 | 2,200 | (327) | 30 | 179 | 573 | 2,655 | (7,116) | 51,197 |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | 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 |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | 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 |
(i) Translation reserve:
The translation reserve is explained in the accounting policy on foreign currencies in note 1.
In 2022, included within the differences on exchange from translation of foreign operations is £5 million (2021: £291 million; 2020: £nil) which has been reclassified from reserves to the income statement and recognised in other operating expenses as an adjusting item. This amount includes £4 million in respect of the exit from Egypt and £2 million (2021: £19 million; 2020: £nil) from other Quantum-related initiatives. In addition, in certain markets, 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 entities has been reclassified to the income statement.
In 2022, as detailed in note 14, as a result of the liquidation of Yemen, the Group reclassified to the income statement the foreign exchange previously recognised in associates other comprehensive income. This resulted in a credit of £1 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 £16 million (2021: £29 million loss; 2020: £16 million gain) and a loss of £2 million (2021: £6 million gain; 2020: £19 million gain) were reported within revenue and raw materials and consumables, respectively, together with a gain of £46 million (2021: £4 million loss; 2020: £2 million loss) reported in other operating expenses, and a gain of £73 million (2021: £59 million gain; 2020: £57 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 included within hedging reserves as they are not material. Included within the balance of hedging reserves at 31 December 2022 is an accumulated gain of £5 million (2021: £4 million; 2020: £9 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 £6,821 million (2021: £4,823 million; 2020: £4,836 million) for shares repurchased and not cancelled and £295 million (2021: £299 million; 2020: £314 million) in respect of the cost of own shares held in employee share ownership trusts. The increase in the shares repurchased and not cancelled is primarily due to the Group’s share buy-back programme net of shares reissued to satisfy the vesting of U.S. share options.
On 10 February 2022, the Board approved a proposed £2 billion share buy-back programme for 2022. The previous share buy-back programme was suspended from 30 July 2014. As at 31 December 2022, treasury shares include 5,920,638 (2021: 6,269,959; 2020: 6,053,158) shares held in trust and 221,000,192 (2021: 161,930,217; 2020: 162,347,246) 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.
(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 paid a coupon of £33 million in September 2022 on the
3.75% September 2029 bond and £27 million in December 2022 (December 2021: £6 million) on the 3% December 2026 bond which has been recognised within equity.
The fair value of these bonds at 31 December 2022 is £1,331 million (2021: £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 2021 of 217.8p per ordinary share (31 December 2020: 215.6p per ordinary share) was payable in four equal instalments: amounts payable in May 2022 of £1,239 million (May 2021: £1,241 million), August 2022 of £1,223 million (August 2021: £1,228 million), November 2022 of £1,219 million (November 2021: £1,232 million) and £1,211 million in February 2023 (February 2022: £1,236 million) respectively. The total dividends recognised as an appropriation from reserves in 2022 was £4,915 million (2021: £4,904 million; 2020: £4,747 million).
The Board has declared an interim dividend of 230.9p per ordinary share of 25p, for the year ended 31 December 2022, payable in four equal quarterly instalments of 57.72p per ordinary share in May 2023, August 2023, November 2023 and February 2024. These payments will be recognised as appropriations from reserves in 2023 and 2024. The total amount payable is estimated to be £5,163 million based on the number of shares outstanding at the date of these accounts.
23 Borrowings
| | | | | | | | | | | | | | | | | |
| Currency | Maturity dates | Interest rates | 2022 £m | 2021 £m |
| Eurobonds | Euro | 2023 to 2045 | 0.9% to 3.1% | 7,149 | 7,316 |
| UK sterling | 2024 to 2055 | 2.1% to 7.3% | 3,884 | 4,086 |
| Swiss franc | 2026 | 1.4% | 226 | 203 |
| Bonds issued pursuant to Rules under the U.S. Securities Act (as amended) | U.S. dollar | 2023 to 2052 | 1.7% to 8.1% | 30,152 | 25,625 |
| U.S. dollar* | 2022 | USD 2m LIBOR +88bps | — | 554 |
| Bonds and notes | | | | 41,411 | 37,784 |
| Commercial paper | | | | 27 | 269 |
| Other loans | | | | 875 | 500 |
| Bank loans | | | | 203 | 313 |
| Bank overdrafts | | | | 106 | 346 |
| Lease liabilities | | | | 517 | 446 |
| | | | 43,139 | 39,658 |
Note:
* As at 31 December 2022, there were no outstanding floating rate U.S. dollar bonds (2021: £554 million, 3M LIBOR +88bps)
Perpetual hybrid bonds issued by the Group have been classified as equity (note 22(d)) and are therefore excluded from borrowings.
Other loans comprise £875 million (2021: £500 million) relating to a bilateral facility. 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 £524 million at 31 December 2022 (2021: £460 million). Included within borrowings are £9,223 million (2021: £9,197 million) of borrowings subject to fair value hedges where their amortised cost has
been decreased by £355 million (2021: £101 million increase).
The fair value of borrowings is estimated to be £37,170 million (2021: £40,557 million) of which £35,440 million (2021: £38,683 million)
has been calculated using quoted market prices and is within level 1 of the fair value hierarchy and £1,730 million (2021: £1,874 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 2022 are
£9 million (2021: £10 million). The majority of lease liabilities are also secured against the associated assets.
Borrowings are repayable as follows:
| | | | | | | | | | | | | | | | | |
| Per balance sheet | | Contractual gross maturities |
| 2022 £m | 2021 £m | | 2022 £m | 2021 £m |
| Within one year | 4,413 | 3,992 | | 5,426 | 4,860 |
| Between one and two years | 4,253 | 2,484 | | 5,763 | 3,740 |
| Between two and three years | 4,406 | 3,853 | | 5,673 | 5,092 |
| Between three and four years | 3,013 | 4,090 | | 4,141 | 5,034 |
| Between four and five years | 4,077 | 2,739 | | 5,494 | 3,675 |
| Beyond five years | 22,977 | 22,500 | | 33,806 | 32,203 |
| 43,139 | 39,658 | | 60,303 | 54,604 |
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 £m | U.S. dollar £m | UK sterling £m | Euro £m | Other currencies £m | Total £m |
| 31 December 2022 | | | | | | |
| Total borrowings | 33,438 | 3,383 | 452 | 5,579 | 287 | 43,139 |
| Effect of derivative financial instruments | | | | | | |
| – cross-currency swaps | 2,356 | — | (450) | (2,085) | — | (179) |
| – forward foreign currency contracts | (40) | (998) | — | 590 | 454 | 6 |
| 35,754 | 2,385 | 2 | 4,084 | 741 | 42,966 |
| 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 |
The exposure to interest rate changes when borrowings are re-priced is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Within 1 year £m | Between 1-2 years £m | Between 2-3 years £m | Between 3-4 years £m | Between 4-5 years £m | Beyond 5 years £m | Total £m |
| 31 December 2022 | | | | | | | |
| Total borrowings | 4,398 | 4,246 | 4,407 | 3,013 | 4,077 | 22,998 | 43,139 |
| Effect of derivative financial instruments | | | | | | | |
| – interest rate swaps | 4,657 | (500) | (1,247) | — | (2,910) | — | — |
– cross-currency swaps | (77) | — | 36 | — | (138) | — | (179) |
| 8,978 | 3,746 | 3,196 | 3,013 | 1,029 | 22,998 | 42,960 |
| 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 |
Lease liabilities are repayable as follows:
| | | | | | | | | | | | | | | | | |
| Per balance sheet | | Contractual gross maturities |
| 2022 £m | 2021 £m | | 2022 £m | 2021 £m |
| Within one year | 142 | 126 | | 161 | 142 |
| Between one and two years | 109 | 93 | | 122 | 106 |
| Between two and three years | 76 | 66 | | 85 | 76 |
| Between three and four years | 58 | 49 | | 65 | 56 |
| Between four and five years | 50 | 38 | | 54 | 43 |
| Beyond five years | 82 | 74 | | 112 | 103 |
| 517 | 446 | | 599 | 526 |
For more information on leasing arrangements, refer to note 13(b).
As at 31 December 2022, the Group’s undrawn committed borrowing facilities (note 26) amount to £7,828 million (2021: £7,850 million) with £4,828 million maturing within one year (2021: £4,850 million maturing within one year), £150 million maturing between two and three years (2021: £nil maturing between two and three years), £350 million maturing between three and four years (2021: £150 million maturing between three and four years) and £2,500 million maturing between four and five years (2021: £2,850 million maturing between four and five years).
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:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | 2022 £m |
| Notes | Opening balance | Cash flow | Foreign exchange | Fair value, accrued interest and other | Held for Sale | Closing balance |
| Borrowings (excluding lease liabilities)* | | 39,212 | (17) | 3,881 | (454) | — | 42,622 |
| Lease liabilities | | 446 | (161) | 30 | 218 | (16) | 517 |
| Derivatives in respect of net debt | 19 | (91) | 348 | (435) | 345 | — | 167 |
| Cash and cash equivalents | 21 | (2,809) | (571) | (431) | (3) | 368 | (3,446) |
| Current investments held at fair value | 18 | (456) | (86) | (15) | (22) | — | (579) |
| | 36,302 | (487) | 3,030 | 84 | 352 | 39,281 |
| | | | | | | |
| | | | | | | 2021 £m |
| Notes | Opening balance | Cash flow | Foreign exchange | Fair value, accrued interest and other | Held for Sale | 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 | 19 | (346) | (22) | 277 | — | — | (91) |
| Cash and cash equivalents | 21 | (3,139) | 75 | 258 | (3) | — | (2,809) |
| Current investments held at fair value | 18 | (242) | (205) | (2) | (7) | — | (456) |
| | 40,241 | (4,074) | 124 | 11 | — | 36,302 |
Note:
* Borrowings as at 31 December 2022 include £798 million (2021: £754 million) in respect of the purchase price adjustments relating to the acquisition of Reynolds American.
In the table above, movements in accrued interest relate to the net movement year on year and cash flows related to interest payments are not included.
'Fair value, accrued interest and other’ movements in lease liabilities in 2022 mainly comprise additions of £218 million (2021: £147 million) (net of reassessments, modifications and terminations), see note 13(a). The movement of £22 million (2021: £7 million) in current investments held at fair value represents the fair value gains for these investments.
| | | | | | | | |
| 2022 £m | 2021 £m |
| Cash flows per net debt statement | (487) | (4,074) |
| Non-financing cash flows included in net debt | 897 | 33 |
| Interest paid | (1,578) | (1,479) |
| Interest element of lease liabilities | (25) | (23) |
| Remaining cash flows relating to derivative financial instruments | (465) | 251 |
| Purchases of own shares held in employee share ownership trusts | (80) | (82) |
| Purchase of own shares | (2,012) | — |
| Proceeds from issue of perpetual hybrid bonds | — | 1,681 |
| Coupon paid on perpetual hybrid bonds | (60) | (6) |
| Dividends paid to owners of the parent | (4,915) | (4,904) |
| Capital injection from and purchase of non-controlling interests | (1) | 1 |
| Dividends paid to non-controlling interests | (158) | (150) |
| Other | 6 | 3 |
| Net cash used in financing activities per cash flow statement | (8,878) | (8,749) |
24 Provisions for liabilities
| | | | | | | | | | | | | | | | | | | | |
| Restructuring of existing businesses £m | Employee-related benefits £m | Fox River £m | DOJ and OFAC investigations £m | Other provisions £m | Total £m |
| 1 January 2022 | 179 | 41 | 62 | — | 571 | 853 |
| Differences on exchange | 9 | 2 | — | — | 15 | 26 |
| Provided in respect of the year (*) | 198 | 10 | — | 450 | 187 | 845 |
| Transferred to liabilities associated with assets held for sale | (20) | — | — | — | (6) | (26) |
| Utilised during the year | (69) | (9) | (8) | — | (91) | (177) |
| 31 December 2022 | 297 | 44 | 54 | 450 | 676 | 1,521 |
| Analysed on the balance sheet as | | | | | | |
| – current | 240 | 14 | 10 | 450 | 373 | 1,087 |
| – non-current | 57 | 30 | 44 | — | 303 | 434 |
| 297 | 44 | 54 | 450 | 676 | 1,521 |
| | | | | | | | | | | | | | | | | |
| Restructuring of existing businesses £m | Employee-related benefits £m | Fox River £m | Other provisions £m | Total £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 |
Note:
* Amounts provided above are shown net of reversals of unused provisions which include reversals of £35 million (2021: £20 million) for restructuring of existing businesses,
£10 million (2021: £1 million) for employee benefits and £225 million (2021: £147 million) for other provisions, of which £74 million (2021: £34 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 2022 and 2021 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. The provisions for long-term social plans include future payments related to contracts that are already fixed. Given that there is little or no variability expected in the timing and amount of the payments, no additional risk has been incorporated in the discounting. While some elements of the non-current provisions of £57 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 81% of the non-current provisions of £30 million will unwind within five years.
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 £1 million in 2022 (2021: £2 million). In addition, the Group incurred legal costs of £7 million (2021: £6 million), which were also charged against the provision. It is expected that the non-current provision will unwind within five years.
As discussed earlier (in note 6(h) Other Operating Expenses), the Group has been cooperating with investigations by the DOJ and OFAC into suspicions of breaches of sanctions. The Group is engaged in discussions with both agencies to find a resolution through settlement. A provision of £450 million has been recognised in 2022, however it cannot be excluded that the amount of any potential settlement with the DOJ and OFAC may vary from this amount.
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 £183 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.
25 Trade and other payables
| | | | | | | | |
| 2022 £m | 2021 £m |
| Trade payables | 4,055 | 3,923 |
| Duty, excise and other taxes | 3,104 | 3,148 |
| Accrued charges and deferred income | 2,713 | 2,095 |
| FII GLO (note 10(b)) | 913 | 963 |
| Social security and other taxation | 61 | 55 |
| Sundry payables | 547 | 375 |
| 11,393 | 10,559 |
| Current | 10,449 | 9,577 |
| Non-current | 944 | 982 |
| 11,393 | 10,559 |
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 £119 million (2021: £137 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 2022, the value of amounts payable under the SCF programmes was £257 million (2021: £251 million). The cash outflows in respect of these arrangements have been recognised within operating cash flows. Included in this amount is £161 million (2021: £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.
During 2022, following an investigation by the Nigerian Federal Competition and Consumer Protection Commission (FCCPC) into alleged violations of the Nigerian Competition and Consumer Protection Act and National Tobacco Control Act, a consent order was entered into between the FCCPC and British American Tobacco (Holdings) Limited, British American Tobacco (Nigeria) Limited and British American Tobacco Marketing (Nigeria) Limited in December 2022 terminating the investigation and associated proceedings. A penalty equivalent to US$110 million has been accrued for and will be paid in Naira in instalments, among other measures.
Accrued charges and deferred income include £20 million of deferred income (2021: £1 million) relating to certain customer deposits in advance of shipments and £66 million (2021: £58 million) in respect of interest payable mainly related to tax matters. FII GLO of £913 million (2021: £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 7% in other currencies (2021: less than 6% in other currencies).
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 2022 is 4.0% (2021: 3.5%).
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 2022, the average centrally managed debt maturity was 9.9 years (2021: 10.1 years) and the highest proportion of centrally managed debt maturing in a single rolling year was 18.6% (2021: 18.6%). 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. Moody’s and S&P's current ratings for the Group are Baa2 (stable outlook) and BBB+ (negative outlook), respectively. The Group’s strategy is to continue deleveraging. 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 2022,
the Group does not have any investments in money market funds (2021: £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 2022, commercial paper of £27 million was outstanding (2021: £269 million). Cash flows 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 2022, the Group had access to a £5.69 billion revolving credit facility. In February 2022, the Group exercised the second of the one-year extension options.Therefore, the £2.85 billion 364-day tranche was extended to March 2023 at the reduced amount of £2.7 billion and £2.5 billion of the five-year tranche was 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). The Group anticipates to refinance the £2.7 billion 364-day tranche in the first half of the 2023 financial year.
During 2022, the Group extended short-term bilateral facilities totalling £3.0 billion. As at 31 December 2022, £875 million was drawn on a short-term basis with £2.1 billion undrawn and still available under such bilateral facilities. 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 repayments in current year:
–In March 2022, the Group accessed the US dollar market under its SEC Shelf Programme, raising a total of US$2.5 billion across two tranches;
–In May 2022, the Group repaid a €600 million bond at maturity;
–In June 2022, the Group repaid US$419 million and £180 million bonds at maturity;
–In August 2022, the Group repaid US$750 million and US$601 million bonds at maturity; and
–In October 2022, the Group raised US$600 million in the US dollar market under its SEC Shelf Programme.
In January 2023, the Group repaid a €750 million bond at maturity.
Available facilities in prior year:
At 31 December 2021, the Group had access to a £5.85 billion revolving credit facility. This facility was undrawn at
31 December 2021.
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.
Issuance, drawdowns and repayments in prior 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.
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 US dollar, Euro, Canadian dollar, Australian dollar, Indian rupee, South African rand, Indonesian rupiah, Danish krone, Brazilian real, Russian rouble, Singaporean dollar and Swiss franc. 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 2022, the currency profile of the Group’s gross debt, after taking into account derivative contracts, was 71% U.S. dollar (2021: 68%), 13% euro (2021: 13%), 12% sterling (2021: 13%) and 4% other currencies (2021: 6%).
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.
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 £49 million lower (2021: £53 million lower; 2020: £61 million lower) and items recognised directly in other comprehensive income being £445 million higher (2021: £144 million higher; 2020: £57 million higher). A 10% weakening of functional currencies against non-functional currencies would result in pre-tax profit being £60 million higher (2021: £65 million higher; 2020: £74 million higher) and items recognised directly in other comprehensive income being £543 million lower (2021: £177 million lower; 2020: £70 million lower).
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.
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. 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 included in net debt are considered to offset floating rate debt and are taken into account in determining the net interest rate exposure. At 31 December 2022, the relevant ratio of floating to fixed rate borrowings after the impact of derivatives was 12:88 (2021: 18:82). On a net debt basis, after offsetting liquid assets, the relevant ratio of floating to fixed rate borrowings was 3:97 (2021: 10:90). Excluding cash and other liquid assets in Canada, which are subject to certain restrictions under CCAA protection, the ratio of floating to fixed rate borrowings was 7:93 (2021: 13:87).
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 £50 million lower (2021: £44 million lower; 2020: £31 million lower). A 100 basis point decrease in interest rates,
or less where applicable, would result in pre-tax profit being £50 million higher (2021: £47 million higher; 2020: £29 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 were 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 2019 and 2020 accounts, respectively, as explained in the accounting policies (note 1). 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 2022, the Group had no outstanding floating rate bonds using historical benchmark rates (2021: US$750 million (£554 million)). The Group’s syndicated revolving credit facility (undrawn at 31 December 2022 and 2021) has historically had references to USD London Interbank Offered Rate (''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.
Following announcements by the respective regulators, EURIBOR is expected to continue for the foreseeable future, with USD LIBOR rates potentially discontinued only after June 2023.
The Group is party to the ISDA fallback protocol and in January 2022, it automatically replaced the GBP LIBOR with economically equivalent interest rate derivatives referencing SONIA on their reset date. The 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 were indexed to GBP LIBOR interest rates. The Group has updated the respective hedge documentation accordingly since the uncertainty regarding the transition for these four derivatives has ceased. The hedge relationships on these derivatives continue with resulting ineffectiveness expected to be immaterial.
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 £90 million (2021: £89 million). In addition, the Group has entered into a guarantee arrangement to support a short-term bank credit facility with a supply chain partner. The maximum exposure under the arrangement would be £1 million (2021: £1 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.
Fair value hierarchy
In accordance with IFRS 13 classification hierarchy, the following table presents the Group’s financial assets and liabilities that are measured at fair value:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 2022 | | | | | 2021 |
| Notes | 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 | 18 | 514 | — | 186 | 700 | | 405 | — | 101 | 506 |
| Derivatives relating to | | | | | | | | | | |
| – interest rate swaps | 19 | — | 43 | — | 43 | | — | 33 | — | 33 |
| – cross-currency swaps | 19 | — | 254 | — | 254 | | — | 221 | — | 221 |
| – forward foreign currency contracts | 19 | — | 264 | — | 264 | | — | 171 | — | 171 |
| Assets at fair value | | 514 | 561 | 186 | 1,261 | | 405 | 425 | 101 | 931 |
| Liabilities at fair value | | | | | | | | | | |
| Derivatives relating to | | | | | | | | | | |
| – interest rate swaps | 19 | — | 450 | — | 450 | | — | 36 | — | 36 |
| – cross-currency swaps | 19 | — | 121 | — | 121 | | — | 35 | — | 35 |
| – forward foreign currency contracts | 19 | — | 358 | — | 358 | | — | 243 | — | 243 |
| Liabilities at fair value | | — | 929 | — | 929 | | — | 314 | — | 314 |
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.
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:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | 2022 | | | | 2021 |
| 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) | 561 | (405) | 156 | | 425 | (184) | 241 |
| Financial liabilities | | | | | | | |
| – Derivative financial instruments (note 19) | (929) | 405 | (524) | | (314) | 184 | (130) |
| (368) | — | (368) | | 111 | — | 111 |
Note:
* 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:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 2022 |
| Carrying amount of the hedged item £m | | Accumulated amount of fair value hedge adjustments on the hedged item included in the carrying amount of the hedged item £m | | Line item in the statement of financial position where the hedged item is included | | Changes in fair value used for calculating hedge ineffectiveness £m | | Cash flow hedge reserve (gross of tax) £m |
| Fair value hedges | | | | | | | | | |
| Interest rate risk | | | | | | | | | |
| – borrowings (liabilities) | 9,223 | | (355) | | Borrowings | | 399 | | |
| Cash flow hedges | | | | | | | | | |
| Interest rate risk | | | | | | | | | |
| – borrowings (liabilities) | 1,824 | | | | Borrowings | | (55) | | (464) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | 2021 |
| Carrying amount of the hedged item £m | | Accumulated amount of fair value hedge adjustments on the hedged item included in the carrying amount of the hedged item £m | | Line item in the statement of financial position where the hedged item is included | | Changes in fair value used for calculating hedge ineffectiveness £m | | Cash flow hedge reserve (gross of tax) £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) |
£389 million (2021: £368 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. The change in the value used for calculating hedge ineffectiveness for hedged items designated under net investment hedge relationships is £21 million (2021: £24 million).
As at 31 December 2022, the accumulated balance of the cash flow hedge reserve was a loss of £327 million (2021: loss of £363 million) including an accumulated loss of £464 million (2021: loss of £538 million) in relation to interest rate exposure and foreign currency exposure arising from borrowings held by the Group, and an accumulated gain of ££99 million (2021: gain of £116 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)).
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, subsequently renamed as BAT Arabia for Trading, for £50 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 30 September 2019, the Group acquired control of Twisp Proprietary Limited, a South African e-cigarette/nicotine Vapour company 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. The final payment of deferred consideration of £3 million was paid in 2021.
(b) Non-controlling interests
In 2022, the Group acquired a further 3.3% in Hrvatski Duhani d.d. Tobacco Leaf Processing at a cost of £1 million, following the acquisition of an additional 2.7% in Hrvatski Duhani d.d. Tobacco Leaf Processing in 2021 at a cost of £1 million.
In 2021, the Group made a capital contribution to Brascuba Cigarrillos S.A. at a cost of £6 million (2020: £17 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.
Also 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.
(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. 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 Group’s initial investment of £129 million was 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%. In 2022, the Group exercised its top-up rights and invested a further £4 million to maintain its ownership stake.
(ii) Other acquisitions
On 26 September 2022, the Group announced a £32 million investment in exchange for 16% of Sanity Group GmbH (Sanity Group), a German based cannabis company which has a well-established product portfolio of CBD consumer brands and medical cannabis brands and is actively engaged in the research, development, and marketing of cannabis products. The Group’s investment was part of a series-B investment round. As part of the investment agreement, the Group has the right to appoint directors to the Sanity Group's board and will account for the investment as an associate. The Group’s investment was allocated against the Group’s share of Sanity Group’s net assets, including the recognition of £4 million of intangibles, and goodwill of £28 million, which represents a strategic premium in expectation of the legalisation of cannabis in Germany and elsewhere in Europe.
In November 2022, the Group announced that it had invested in Charlotte’s Web Holdings, Inc. (Charlotte’s Web), via a convertible debenture of £48 million. Charlotte's Web is based in Colorado, USA, listed on the Toronto Stock Exchange, and holds a prominent position in innovative hemp extract wellness products across major retail channels, including food/drug/mass retail, and natural grocery and vitamin retailers. Their product formats include tinctures, capsules, chews and topicals. The debenture is currently convertible into a non-controlling equity stake in Charlotte’s Web of approximately 19.9% and is convertible at BAT’s discretion. Given that the nature of the investment as a convertible loan note does not give the Group any current right to a share of the earnings or net assets of the investee, despite the ability to appoint directors, the investment will be recognised at fair value through profit and loss with fair value changes in the investment recognised in net finance costs. On conversion of the loan note, the Group will equity account for its investment.
During 2022, the Group increased its ownership of a wholesale producer and distributor operating in the agriculture sector based in Uzbekistan, FE “Samfruit” JSC by 2.8% to 45.4%, for £1 million. During 2021, the ownership was increased by 4%, for £1 million and in 2020, by 28.4%, for £5 million. The Group accounts for the investment as an associate.
In addition, during 2022, the Group made a non-controlling investment in Steady State LLC, a U.S. based cGMP certified manufacturer and distributor of cannabinoid ingredients, food products and nutraceuticals, for £4 million. The Group accounts for the investment as an associate.
(d) Assets held for sale and business disposals
(i) BAT Russia
On 11 March 2022, the Group announced the intention to transfer its Russian business in full compliance with international and local laws. The Group has two subsidiaries in Russia (BAT Russia), being JSC British American Tobacco-SPb and JSC International Tobacco Marketing Services (ITMS). In addition, the Group’s subsidiary in Belarus, International Tobacco Marketing Services BY, will form part of the transaction. Upon completion, it is intended that the Group will no longer have a presence in Russia (or Belarus).
It is intended that, as a result of a potential sale of its shares to an acquirer, the Group will have neither voting rights nor the ability or means to direct day-to-day activities, appoint management, or make business decisions. Since the Group will not own any shares in the transferred businesses, and is not providing any financing to the proposed buyer, the Group will not have any exposure to returns from the business, having no rights to dividends, royalties or amendments to the agreed-upon consideration to take account of post-disposal trading. Consequently, management have classified the assets and liabilities of these entities as a disposal group in accordance with IFRS 5.
At 30 June 2022, £387 million of property, plant and equipment and other non-current assets, £696 million of trade and other receivables, £240 million of cash and cash equivalents and £144 million of other current assets principally relating to inventories, were classified as held-for-sale in respect of this anticipated disposal and presented as such on the balance sheet at an estimated fair value less costs to sell. In addition, £11 million of borrowings and £528 million of trade creditors and other current liabilities were also classified as held-for-sale. Impairment charges and associated costs of £957 million were recognised in the Income Statement and were treated as a non-cash, adjusting item. The assets and liabilities recognised as held-for-sale, as at 30 June 2022, and the subsequent impairment charge, did not include Belarus.
At 31 December 2022, £281 million of property, plant and equipment and other non-current assets, £474 million of trade and other receivables, £368 million of cash and cash equivalents and £181 million of other current assets principally relating to inventories, have been similarly classified as held-for-sale and presented as such on the balance sheet at an estimated fair value less costs to sell. In addition, £16 million of borrowings and £412 million of trade creditors and other current liabilities have been classified as
held-for-sale at 31 December 2022. Impairment charges of £554 million and associated costs of £58 million have been recognised in the Income Statement as adjusting items.
An estimated charge of £295 million in respect of foreign exchange previously recognised in other comprehensive income will be reclassified to the income statement on completion of the transaction as has been shown as a separate amount within Group reserves.
At the date of approval of these accounts, no definitive agreement to transfer the shares in these subsidiaries had been entered into, with no final consideration agreed. The assessment of the recoverable value (fair value less costs to sell) at 30 June and 31 December 2022 has taken into account a range of internal assumptions, including those regarding the likely consideration for the sale, the impact, extent and duration of sanctions, the likelihood of consideration being significantly deferred and ongoing macro-economic developments, including the impact of inflation and interest rates. All assumptions are based on current expectations and are subject to a very high degree of volatility and uncertainty and therefore may change up until the final value can be determined, based on an actual transaction.
The following is a reconciliation between the total assets available for sale and their estimated recoverable value (fair value less costs to sell):
| | | | | |
| 31 December 2022 £m |
Total assets held-for-sale1 | 1,321 |
| Impairment of non-current assets held-for-sale - Russia and Belarus | (281) |
| 1,040 |
| Excess impairment beyond non-current assets held-for-sale - Russia and Belarus | (273) |
| 767 |
Note:
1. In December 2022, £15 million of assets held-for-sale being held in territories other than Russia and Belarus.
(ii) B.A.T. Pars Company PJSC (BAT Pars)
On 25 June 2021, the Group agreed to dispose of its Iranian subsidiary, 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. £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.
In compliance with IAS 7 Statement of cash flows, the £98 million of cash and cash equivalents held at the date of disposal was reported as a cash outflow under investing activities.
In 2022, as a result of the unwind of discounting on the deferred proceeds and a true-up on the completion of accounts, a credit of £6 million (2021: £2 million) was recognised. The value of the consideration remains outstanding at 31 December 2022, and £56 million is recognised as a current receivable.
In addition, in 2021, £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. During 2022, £17 million was recovered with some progress on resolving issues over the release of the remaining funds.
28 Share-based payments
The Group operates a number of share-based payment arrangements of which the three principal ones are:
LTIP - Performance Share Plan (PSP):
Since 2020, performance-related conditional awards under which shares are released automatically following a 3-year vesting period (5-year period for the Executive Directors). LTIP awards granted up to 2019 are nil-cost options exercisable after three years from date of grant (five years for Executive Directors) with a contractual life of 10 years.
For awards granted in 2021, 2020 and 2019, vesting is subject to performance conditions measured over a 3-year period (for all awards), 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). Total shareholder return combines the share price and dividend performance of the Company by reference to one comparator group.
For 2022 awards, the performance conditions are based on earnings per share (30% of grant), operating cash flow (20% of grant), total shareholder return (20% of grant), net turnover (15% of the grant) and New Categories revenue growth (15% of the grant).
Participants are not entitled to dividends prior to the vesting or exercise of the awards. A cash equivalent dividend accrues through the vesting period (other than for the Executive Directors where additional shares are delivered in lieu of cash) and is paid on vesting. Both equity and cash-settled PSP awards are granted in March each year.
In the U.S., PSP awards are made over BAT American Depository Shares (ADSs).
Restricted Share Plan (RSP):
Introduced in 2020, conditional awards under which shares are released three years from date of grant, subject to a continuous employment condition during the three-year vesting period. Participants are not entitled to dividends prior to shares vesting. 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 or September.
In the U.S., RSP awards are made over BAT American Depository Shares (ADSs).
Deferred Share Bonus Scheme (DSBS):
Granted in connection with annual bonuses, conditional awards under which shares are released three years from date of grant subject to a continuous employment condition during the three-year vesting period. A cash equivalent dividend accrues through the vesting period and is paid quarterly (other than for the Executive Directors where additional shares are delivered in lieu of cash). Both equity and cash-settled DSBS awards 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 are granted in March each year by invitation at a 20% discount to the market price. Options under 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)
Free shares are granted in April each year (up to an equivalent of £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. The shares are held in a UK-based trust and are normally capable of transfer to participants tax-free after a five-year holding period.
International Share Reward Scheme (ISRS)
Conditional shares are granted in April each year (up to an equivalent of £3,600 in any year) subject to a three-year vesting period. Dividend equivalents accrue through the vesting period and additional shares are delivered at vesting. Awards may be equity or cash-settled.
Partnership Share Scheme
Employees can allocate part of their pre-tax salary to purchase shares in British American Tobacco p.l.c. (maximum £1,800 in any 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.
The amounts recognised in the income statement in respect of share-based payments were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 2022 | | | 2021 | | | 2020 |
| Notes | Equity- settled £m | Cash- settled £m | | Equity- settled £m | Cash- settled £m | | Equity- settled £m | Cash- settled £m |
| LTIP - PSP & RSP | 28(a) | 38 | 1 | | 30 | — | | 36 | — |
| DSBS | 28(b) | 36 | 3 | | 39 | 2 | | 44 | 3 |
| Other schemes | | 7 | — | | 7 | — | | 8 | — |
| Total recognised in the income statement | 3 | 81 | 4 | | 76 | 2 | | 88 | 3 |
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 2022 and 2021:
| | | | | | | | | | | | | | | | | |
| | 2022 | | | 2021 |
| Vested £m* | Unvested £m | | Vested £m | Unvested £m |
| LTIP - PSP & RSP | (0.3) | 1.9 | | 0.1 | 1.1 |
| DSBS | 0.5 | 6.6 | | 0.1 | 6.4 |
| Total liability | 0.2 | 8.5 | | 0.2 | 7.5 |
Note:
* The reduction in the liabilities for vested LTIPs was due to shares being exercised at prices lower than the share price at date of grant.
(a) Long-Term Incentive Plan - PSP & RSP
Details of the movements for the equity- and cash-settled LTIP scheme during the years ended 31 December 2022 and 31 December 2021, were as follows:
| | | | | | | | | | | | | | | | | |
| | 2022 | | | 2021 |
| 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 | 9,891 | 243 | | 10,000 | 274 |
| Granted during the period | 2,927 | 58 | | 3,440 | 81 |
| Exercised during the period | (1,606) | (58) | | (1,639) | (48) |
| Forfeited during the period | (2,252) | (47) | | (1,910) | (64) |
| Outstanding at end of year | 8,960 | 196 | | 9,891 | 243 |
| Exercisable at end of year | 661 | 40 | | 611 | 29 |
As at 31 December 2022, the Group has 8,960,000 shares (2021: 9,891,000 shares) outstanding which includes 1,749,762 shares (2021: 2,650,364 shares) which are related to Reynolds American LTIP awards from which nil shares (2021: 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 £32.84 (2021: £27.67; 2020: £29.37) for equity-settled and £33.01 (2021: £27.59; 2020: £28.68) 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$38.37 (2021: US$35.93; 2020: US$40.04).
The outstanding shares for the year ended 31 December 2022 had a weighted average remaining contractual life of 1.8 years (2021: 3.7 years; 2020: 8.1 years) for the equity-settled scheme, 1.8 years for Reynolds American equity-settled scheme (2021: 1.70 years; 2020: 1.72 years) and 1.7 years (2021: 4.1 years; 2020: 8.1 years) for the cash-settled share-based payment arrangements.
(b) Deferred Share Bonus Scheme
Details of the movements for the equity- and cash-settled DSBS scheme during the years ended 31 December 2022 and 31 December 2021, were as follows:
| | | | | | | | | | | | | | | | | |
| | 2022 | | | 2021 |
| 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 | 223 | | 4,141 | 200 |
| Granted during the period | 1,616 | 85 | | 1,562 | 179 |
| Exercised during the period | (1,609) | (159) | | (1,497) | (142) |
| Forfeited during the period | (133) | (8) | | (65) | (14) |
| Outstanding at end of year | 4,015 | 141 | | 4,141 | 223 |
| Exercisable at end of year | 1 | 14 | | — | 1 |
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 £32.20 (2021: £27.58; 2020: £28.08) for equity-settled and £32.50 (2021: £27.70; 2020: £28.06) for cash-settled options.
The outstanding shares for the year ended 31 December 2022 had a weighted average remaining contractual life of 1.3 years (2021: 1.3 years; 2020: 1.4 years) for the equity-settled scheme and 1.1 years (2021: 1.3 years; 2020: 1.4 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:
| | | | | | | | | | | | | | | | | |
| | 2022 | | | 2021 |
| LTIP – PSP & RSP | DSBS | | LTIP – PSP & RSP | DSBS |
| Expected volatility (%) | 27.0 | 27.0 |
| 27.0 | 27.0 |
| Average expected term to exercise (years) | 3.0 | 3.0 |
| 3.0 | 3.0 |
| Risk-free rate (%) | 1.4 | 1.4 |
| 0.2 | 0.2 |
| Expected dividend yield (%) | 6.8 | 6.8 |
| 7.7 | 7.7 |
| Share price at date of grant (£) | 32.18 | 32.18 |
| 27.94 | 27.94 |
| Fair value at grant date (£)* | 27.46 / 26.28 | 26.28 |
| 19.87/22.20 | 22.20 |
| Fair value at grant date (£)* - Management Board | 24.80 / 26.28 | 26.28 |
| 17.35/22.20 | 22.20 |
Note:
* Where two figures have been quoted for the Long-Term Incentive Plan, the numbers relate to PSP and RSP awards, respectively.
Market condition features were incorporated into the Monte-Carlo models for the total shareholder return elements of the LTIP - PSP, in determining fair value at grant date. Assumptions used in these models were as follows:
| | | | | | | | |
| 2022 LTIP - PSP | 2021 LTIP - PSP |
| Average share price volatility FMCG comparator group (%) | 23 | 23 |
| Average correlation FMCG comparator group (%) | 31 | 29 |
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.
29 Group employees
The average number of persons employed by the Group and its associates during the year, including Directors, was 77,951 (2021: 82,868).
| | | | | | | | |
| 2022 Number | 2021 Number |
| U.S. | 4,274 | 4,789 |
| AmSSA | 16,084 | 16,799 |
| Europe | 21,885 | 22,289 |
| APME | 9,834 | 10,488 |
| Subsidiary undertakings | 52,077 | 54,365 |
| Associates | 25,874 | 28,503 |
| 77,951 | 82,868 |
Included within the employee numbers for Europe 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.
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 £438 million (2021: £392 million; 2020: £394 million).
| | | | | | | | | | | |
| 2022 £m | 2021 £m | 2020 £m |
| Transactions | | | |
| – revenue | 494 | 524 | 495 |
| – purchases | (190) | (123) | (80) |
| – other net income | 440 | 387 | 388 |
| Amounts receivable at 31 December | 51 | 48 | 33 |
| Amounts payable at 31 December | (4) | (3) | (5) |
In 2022, as mentioned in note 27, the Group made a £32 million investment in exchange for 16% of Sanity Group GmbH and made a non-controlling investment in Steady State LLC for £4 million.
Also in 2022, the Group acquired a further 3.3% in Hrvatski Duhani d.d. Tobacco Leaf Processing at a cost of £1 million, following the acquisition of an additional 2.7% in 2021 at a cost of £1 million.
During 2022, the Group increased its ownership of a wholesale producer and distributor operating in the agriculture sector based in Uzbekistan, FE “Samfruit” JSC to 45.40% for £1 million. In 2021, the Group increased its ownership to 42.61%, for £1 million (2020: increase to 38.63% for £5 million).
In 2021, the Group made a capital contribution in Brascuba Cigarrillos S.A. at a cost of £6 million (2020: £17 million). There was a capital reduction in CTBAT International Limited of approximately US$171 million with funds remitted prorata to investors in 2021.
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 explained in note 15, in 2022 the Group provided a temporary liquidity facility to the main UK pension fund. As at 31 December 2022 this facility was undrawn.
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 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.
| | | | | | | | | | | |
| 2022 £m | 2021 £m | 2020 £m |
| The total compensation for key management personnel, including Directors, was: | | | |
| – salaries and other short-term employee benefits | 19 | 18 | 17 |
| – post-employment benefits | 1 | 1 | 2 |
| – share-based payments | 17 | 16 | 13 |
| 37 | 35 | 32 |
The following table, which is not part of IAS 24 disclosures, shows the aggregate emoluments of the Directors of the Company.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Executive Directors | | Chair | | Non-Executive Directors | | Total |
| 2022 £'000 | 2021 £'000 | 2020 £'000 | | 2022 £'000 | 2021 £'000 | 2020 £'000 | | 2022 £'000 | 2021 £'000 | 2020 £'000 | | 2022 £'000 | 2021 £'000 | 2020 £'000 |
| Salary; fees; benefits; incentives | | | | | | | | | | | | | | | |
| – salary | 2,129 | 2,119 | 2,026 | | | | | | | | | | 2,129 | 2,119 | 2,026 |
| – fees | | | | | 670 | 727 | 714 | | 1,027 | 1,045 | 1,028 | | 1,697 | 1,772 | 1,742 |
| – taxable benefits | 449 | 420 | 744 | | 59 | 55 | 77 | | 78 | 2 | 72 | | 586 | 477 | 893 |
| – short-term incentives | 3,761 | 4,128 | 3,274 | | | | | | | | | | 3,761 | 4,128 | 3,274 |
| – long-term incentives | 7,888 | 3,399 | 1,294 | | | | | | | | | | 7,888 | 3,399 | 1,294 |
| Sub-total | 14,227 | 10,066 | 7,338 | | 729 | 782 | 791 | | 1,105 | 1,047 | 1,100 | | 16,061 | 11,895 | 9,229 |
| Pension; other emoluments | | | | | | | | | | | | | | | |
| – pension | 320 | 318 | 304 | | | | | | | | | | 320 | 318 | 304 |
| – other emoluments | 6 | 6 | 20 | | | | | | | | | | 6 | 6 | 20 |
| Sub-total | 326 | 324 | 324 | | | | | | | | | | 326 | 324 | 324 |
| Total emoluments | 14,553 | 10,390 | 7,662 | | 729 | 782 | 791 | | 1,105 | 1,047 | 1,100 | | 16,387 | 12,219 | 9,553 |
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.The Group has successfully managed tobacco-related litigation, 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.It is the policy of the Group to defend tobacco-related litigation claims vigorously; generally, Group companies do not settle such claims. However, Group companies may enter into settlement discussions in certain cases, if they believe it is in their best interests to do so. Exceptions to
this 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 40 below), the funding by various tobacco companies of a US$5.2 billion (approximately £4.3 billion) trust fund contemplated by the Master Settlement Agreement (as described in paragraph 40 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.
10.The following table lists the categories of the tobacco-related actions pending against Group companies as at 31 December 2022 and the increase or decrease from the number of cases pending against Group companies as at 31 December 2021. 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 82, et seq.
| | | | | | | | | | | | | | |
| Case Type | Notes | Case Numbers as at 31 December 2022 (note 31(a)) | Case Numbers as at 31 December 2021 (note 31(a)) | Change in Number Increase/(decrease) |
| U.S. tobacco-related actions | | | | |
| Medical reimbursement cases | 31(b) | 2 | 2 | No change |
| Class actions | 31(c) | 20 | 20 | No change |
| Individual smoking and health cases | 31(d) | 206 | 222 | (16) |
Engle Progeny Cases | 31(e) | 665 | 1,071 | (406) |
Broin II Cases | 31(f) | 1,183 | 1,200 | (17) |
| Filter Cases | 31(g) | 46 | 46 | No change |
| State Settlement Agreements – Enforcement and Validity | 31(h) | 1 | 2 | (1) |
| Non-U.S. tobacco-related actions | | | | |
| Medical reimbursement cases | | 18 | 19 | (1) |
| Class actions | 31(i) | 12 | 12 | No change |
| Individual smoking and health cases | 31(j) | 51 | 68 | (17) |
(Note 31(a)) This includes cases to which the Reynolds American Inc. (Reynolds American) group companies were a party at such date.
(Note 31(b)) This category of cases includes the Department of Justice action. See note 31, paragraphs 20-23.
(Note 31(c)) See note 31, paragraphs 24-37.
(Note 31(d)) See note 31, paragraphs 38-39.
(Note 31(e)) See note 31, paragraphs 28-37.
(Note 31(f)) See note 31, paragraph 39.
(Note 31(g)) See note 31, paragraph 39.
(Note 31(h)) See note 31, paragraphs 40-54.
(Note 31(i)) Outside the United States, there are 12 class actions being brought against Group companies as at 31 December 2022. 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 69-80. For a description of the Quebec Class Actions, see note 31, paragraph 75. All of the class actions in Canada are currently stayed pursuant to a court order. See note 31, paragraph 57.
(Note 31(j)) As at 31 December 2022, the jurisdictions with the most active individual cases against Group companies were, in descending order: Brazil (17), Chile (11), Italy (9), Canada (5), Argentina (5) and Ireland (2). There were a further two jurisdictions with one active case only. Out of these 51 active individual cases, as at 31 December 2022 there were two cases in Argentina that have resulted in pending unfavourable judgments. In one case, damages were awarded totalling ARS 685,976 (approximately £3,200) in compensatory damages and ARS 2,500,000 (approximately £11,700) in punitive damages, with post-judgment interest totalling approximately ARS 5,288,000 (approximately £25,000), while in the other case, compensatory damages were awarded totalling ARS 2,850,000 (approximately £13,400), with post-judgment interest totalling approximately ARS 92,638,000 (approximately £435,000). Both judgments are currently on appeal.
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 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 R. J. Reynolds Tobacco Co. (RJRT), Brown & Williamson Tobacco Corporation (now known as Brown & Williamson Holdings, Inc.) (B&W), and Lorillard Tobacco Company (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$ 1.2029, GBP 1 to CAD$ 1.6299, GBP 1 to EUR 1.1271, GBP 1 to BRL 6.3510, GBP 1 to AOA 613.3401, GBP 1 to NGN 703.8799, GBP 1 to KRW 1,521.0700, GBP 1 to HRK 8.4921, GBP 1 to JPY 158.7166, GBP 1 to QAR 4.3807, GBP 1 to SAR 4.5205, GBP 1 to ARS 213.0510, GBP 1 to MZN 77.0999 and GBP 1 to EGP 29.7778.
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 as at 31 December 2022 involving RJRT, B&W and/or Lorillard Tobacco was approximately 2,140.
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 48 cases, exclusive of Engle progeny cases, scheduled for trial as at 31 December 2022 through 31 December 2023, for the Reynolds Defendants: 35 individual smoking and health cases, 11 Filter Cases, and two other cases. There are also approximately 77 Engle progeny cases against RJRT (individually and as successor to Lorillard Tobacco) and B&W scheduled for trial through 31 December 2023. It is not known how many of these cases will actually be tried.
17.Trial results. From 1 January 2020 through 31 December 2022, 44 trials occurred in individual smoking and health, Engle progeny, and patent cases in which the Reynolds Defendants were defendants, including nine where mistrials were declared. Verdicts in favour of the Reynolds Defendants and, in some cases, other defendants, were returned in eight cases, tried in Florida (5), Oregon (1), and Massachusetts (2). Verdicts in favour of the plaintiffs were returned in 23 cases, tried in Florida (18), Massachusetts (1), New Mexico (1), Oregon (2) and North Carolina (1). Three of the cases (in Florida) were dismissed during trial. One of the cases (in Florida) was a punitive damages re-trial.
(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.
19.As at 31 December 2022, one U.S. medical reimbursement suit (Crow Creek Sioux Tribe v. American Tobacco Co., filed in 1997) 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. There has been no recent activity in this case, and 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 (DOJ) 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 DOJ initially sought (i) recovery of certain federal funds expended in providing health care to smokers who developed alleged smoking-related diseases and (ii) equitable relief under the civil provisions of the Racketeer Influenced and Corrupt Organizations Act
(RICO), including (a) disgorgement of roughly US$280 billion (approximately £232.8 billion) in profits allegedly earned from a purported racketeering ‘enterprise’ - a remedy the U.S. Court of Appeals for the DC Circuit ruled in February 2005 was not available - and (b) certain ‘corrective communications’. In September 2000, the district court dismissed Industries for lack of personal jurisdiction and dismissed the health care cost recovery claims.
21.After a roughly nine-month non-jury trial of the remaining RICO claims, the district court issued its Final Judgment and Remedial Order (the Remedial Order) on 17 August 2006. That order found certain defendants, including RJRT, B&W, Lorillard Tobacco and Investments, had violated RICO, imposed financial penalties and 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 Remedial Order also required 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.
22.The parties appealed and cross-appealed and, on 22 May 2009, the DC Circuit affirmed the district court’s RICO liability judgment but vacated the Remedial Order in part 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 DC Circuit also remanded 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.
23.On 22 December 2010, the district court dismissed B&W from the litigation. Due to intervening changes in controlling law, on 28 March 2011, the district court ruled that the 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. In November 2012, the district 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 district court in October 2017 ordered RJRT and the other U.S. tobacco company defendants to fund the publication 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 in mid-2020. The
compelled public statements now also appear on RJRT websites. The final issue regarding corrective statements was their display at retail point of sale. On 6 December 2022, the district court entered a consent order requiring the tobacco company defendants to have the compelled public statements posted at retail point of sale from October 2023 through June 2025.
(b) Class Actions
24.As at 31 December 2022, RJRT, B&W and Lorillard Tobacco were named as defendants in two actions asserting claims on behalf of putative classes of persons allegedly injured or financially impacted by their smoking, and SFNTC was named in 17 putative class actions 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 £4.16 million) and one that alleged that the plaintiffs were seeking less than US$75,000 (approximately £62,349) per class member plus unspecified punitive damages.
No Additive/Natural/Organic Claim Cases
25.A total of 17 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, the U.S. Judicial Panel on Multidistrict Litigation (JPML) consolidated the 16 cases pending at that time for pre-trial purposes before a federal district court in New Mexico, and a later-filed case was transferred there for pre-trial purposes in 2018. 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
26.Jones v. American Tobacco Co. is a putative class action filed in December 1998 in the Circuit Court, Jackson County, Missouri, against various U.S. cigarette manufacturers, including RJRT, B&W, Lorillard Tobacco and certain parent companies. The action was brought by a plaintiff on behalf of a putative class of Missouri tobacco product users and purchasers 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.
27.Young v. American Tobacco Co. is a putative class action filed in November 1997 in the Circuit Court, Orleans Parish, Louisiana against various U.S. cigarette manufacturers, including RJRT, B&W, Lorillard Tobacco and certain parent companies. This 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. The action 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.
Engle Class Action and Engle Progeny Cases (Florida)
28.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, Lorillard Tobacco and Lorillard Inc. 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, Lorillard Inc. and the other defendants on common issues relating to the defendants’ conduct, general causation, the addictiveness of cigarettes, and entitlement to punitive damages.
29.In July 2000, the jury in Phase II awarded the class a total of approximately US$145 billion (approximately £120.5 billion) in punitive damages, apportioned US$36.3 billion (approximately £30.2 billion) to RJRT, US$17.6 billion (approximately £14.6 billion) to B&W, and US$16.3 billion (approximately £13.6 billion) to Lorillard Tobacco and Lorillard Inc. The three class representatives in the Engle class action were awarded US$13 million (approximately £10.8 million) in compensatory damages.
30.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).
31.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 £83.1 million) divided as
follows: RJRT US$42.5 million (approximately £35.3 million); PM USA US$42.5 million (approximately £35.3 million); and Lorillard Tobacco US$15 million (approximately £12.5 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.
32.As at 31 December 2022, there were approximately 665 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 838 plaintiffs. In addition, as at 31 December 2022, RJRT was aware of five 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 and/or RJRT’s affiliates and indemnitees. An offer of judgment, if rejected by the plaintiff, preserves the offering party's right to seek attorneys’ fees under Florida law in the event of a favourable verdict. Such offers are sometimes made through court-ordered mediations.
33.31 trials occurred in Engle progeny cases in Florida state and federal courts against RJRT, B&W and/or Lorillard Tobacco from 1 January 2020 through 31 December 2022, and additional state court trials are scheduled for 2023.
34.The following chart identifies the number of trials in Engle progeny cases as at 31 December 2022 and additional information about the adverse judgments entered:
Trials/verdicts/judgments of individual Engle progeny cases from 1 January 2020 through 31 December 2022:
| | | | | |
| Total number of trials | 31 |
| Number of trials resulting in plaintiffs’ verdicts | 16 ** |
| Total damages awarded in final judgments against RJRT | US$92,934,000 (approximately £77 million) |
| Amount of overall damages comprising ‘compensatory damages’ (approximately) | US$57,869,000 (of overall US$92,934,000 ) (approximately £48 million of £77 million) |
| Amount of overall damages comprising ‘punitive damages’ (approximately) | US$35,065,000 (of overall US$92,934,000) (approximately £29 million of £77 million) |
Note:
** Of the 16 trials resulting in plaintiffs’ verdicts 1 January 2020 to 31 December 2022 (note 31(k)):
| | | | | |
| Number of adverse judgments appealed by RJRT (note 31(l)) | 12 |
| Number of adverse judgments, in which RJRT still has time to file an appeal | 2 |
| Number of adverse judgments in which an appeal was not, and can no longer be, sought | 2 |
Appeals of individual Engle progeny cases 1 January 2020 to 31 December 2022: |
| Number of adverse judgments appealed by RJRT (note 31(m)) | 13 |
(Note 31(k)) The 31 trials include two cases that were tried twice (Yount v. R.J. Reynolds Tobacco Co. and Rutkowski v. R. J. Reynolds Tobacco Co.). In each case, the first trial resulted in mistrial, while the second resulted in a verdict for plaintiff. The 31 cases also include one trial that resulted in a plaintiff verdict, but a new trial was ordered (Leidinger v. R. J. Reynolds Tobacco Co.).
(Note 31(l)) Of the 12 adverse verdicts appealed by RJRT as a result of judgments arising in the period 1 January 2020 to 31 December 2022:
a.eight appeals remain undecided in the District Courts of Appeal;
b.two appeals were decided and/or closed in the District Court of Appeals;
c.one judgment was affirmed and paid; and
d.there was one appeal in which the case was resolved and appeal dismissed.
(Note 31(m)) In addition to the 12 cases discussed in note 31(l), RJRT appealed one additional case during the 1 January 2020 to 31 December 2022 period, the original plaintiff verdict of which was returned in November 2019.
35.By statute, Florida applies a US$200 million (approximately £166.3 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 at 31 December 2022.
36.In 2022, RJRT paid judgments in 11 Engle progeny cases. Those payments totalled US$13.2 million (approximately £11.0 million) in compensatory or punitive damages. Additional costs were paid in respect of attorneys’ fees and statutory interest.
37.In addition, accruals for damages and attorneys’ fees and statutory interest for 14 cases and three resolution bundles (Konzelman v. R. J. Reynolds Tobacco Co., Ledo v. R. J. Reynolds Tobacco Co., Blackwood v. R. J. Reynolds Tobacco Co., Lane v. R. J. Reynolds Tobacco Co., McKeehan v. R. J. Reynolds Tobacco Co., Woodley v. R. J. Reynolds Tobacco Co., Rodriguez v. R. J. Reynolds Tobacco Co., French v. R. J. Reynolds Tobacco Co., Rembe v. R. J. Reynolds Tobacco Co., Canady v. R. J. Reynolds Tobacco Co., Redburn v. R. J. Reynolds Tobacco Co., Phelps v. R. J. Reynolds Tobacco Co., Wlasiuk v. R. J. Reynolds Tobacco Co., Leidinger v. R. J. Reynolds Tobacco Co., the Gary Williams Engle progeny bundle, the Ogle/Wiggins Child Engle progeny bundle, and the Ogle Engle progeny bundle) were recorded in Reynolds American’s consolidated balance sheet as at 31 December 2022 to the value of approximately US$53 million (approximately £44.1 million).
(c) Individual Cases
38.As at 31 December 2022, 206 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 Environmental Tobacco Smoke (ETS).
39.The following chart identifies the number of individual cases pending as at 31 December 2022 as against the number pending as at 31 December 2021, 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 2022 | U.S. Case Numbers 31 December 2021 | Change in Number Increase / (Decrease) |
| Individual Smoking and Health Cases (note 31(n)) | 206 | 222 | (16) |
Engle Progeny Cases (Number of Plaintiffs) (note 31(o)) | 665 (838) | 1,071 (1,304) | (406) (466) |
Broin II Cases (note 31(p)) | 1,183 | 1,200 | (17) |
| Filter Cases (note 31(q)) | 46 | 46 | No change |
(Note 31(n)) Out of the 206 pending individual smoking and health cases, nine 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$60.0 million (approximately £49.9 million).
(Note 31(o)) 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 34.
(Note 31(p)) 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 £249 million) in three annual US$100 million (approximately £83.1 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 £40.7 million) for the plaintiffs’ counsel’s fees and expenses. RJRT’s portion of these payments was approximately US$86 million (approximately £71.5 million); B&W’s was approximately US$57 million (approximately £47.4 million); and Lorillard Tobacco’s was approximately US$31 million (approximately £25.8 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 31(q)) 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 60 years ago. Pursuant to 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 at 31 December 2022, Lorillard Tobacco and/or Lorillard Inc. was a defendant in 46 Filter Cases. Since 1 January 2020, Lorillard Tobacco and RJRT have paid, or have reached agreement to pay, a total of approximately US$22.3 million (approximately £18.5 million) in settlements to resolve 84 Filter Cases.
(d) State Settlement Agreements
40.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’).
41.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 £4.3 billion) trust fund to be used to address the possible adverse economic impact of the MSA on tobacco growers.
42.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 2019, 2020, 2021 and 2022 and the projected expenses and payments for 2023 and onwards are set forth below (in millions of U.S. dollars)*:
| | | | | | | | | | | | | | | | | | | | |
| 2019 | 2020 | 2021 | 2022 | 2023 | 2024 and thereafter |
| Settlement expenses | $2,762 | $3,572 | $3,420 | $2,951 | | |
| Settlement cash payments | $2,918 | $2,848 | $3,744 | $3,129 | | |
| Projected settlement expenses | | | | | >$2,800 | >$2,800 |
| Projected settlement cash payments | | | | | >$3,000 | >$2,800 |
Note:
* 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.
43.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.
44.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.
45.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.
46.RJRT, Lorillard Tobacco and SFNTC are or were involved in the 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 future NPM adjustments. 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 11 states have joined. The arbitration panels ruled in September 2021 that two states had not diligently enforced their qualifying statutes in the year 2004. In September 2022, a panel also ruled that an additional state had not diligently enforced its qualifying statute in the year 2004. NPM proceedings are ongoing and could result in further reductions of the companies’ MSA-related payments.
47.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 £37.4 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, 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 £24.9 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. By order dated 30 March 2017, ITG was joined into the enforcement action. 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 improperly shifted settlement payment obligations to PM USA.
48.After a bench trial, on 27 December 2017 the court entered
an order holding RJRT (not ITG) liable for annual settlement payments for the Acquired Brands, finding that ITG did not assume liability for annual settlement payments related to the Acquired Brands under the terms of the asset purchase agreement relating to the Divestiture. The court declined to enter final judgment until after resolution of the dispute between RJRT and PM USA regarding PM USA's assertion that the 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, subject to reinstatement if ITG joins the Florida State Settlement Agreement or if the Final 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. These appeals were consolidated pursuant to RJRT's motion on 1 October 2018. On 29 July 2020, Florida's Fourth District Court of Appeal affirmed the Final Judgment. On 12 August 2020, RJRT filed a motion for rehearing or for certification to the Florida Supreme Court of the 29 July 2020 decision. RJRT posted a total bond in the amount of US$187,797,139.83 (approximately £156.1 million) for its appeal. 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 £160.3 million)) and paid approximately US$3.2 million (approximately £2.7 million) of Florida’s attorneys’ fees. RJRT's appellate bonds were released to RJRT by order dated 5 November 2020. As explained below, RJRT has secured an order in the Delaware action requiring ITG to indemnify it for amounts paid under the Final Judgment.
49.On 17 February 2017, ITG filed an action in the Delaware Court of Chancery seeking declaratory relief against Reynolds American and RJRT on 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 described above. Reynolds American and RJRT filed counterclaims on the same issues. As a result of multiple rounds of cross-motions for judgment on the pleadings, the Delaware court ruled (i) 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; (ii) 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; and (iii) that it would defer until after it received evidence related to the parties' intent in the asset purchase agreement, its determination of whether, to the extent RJRT is held liable for any settlement payments based on ITG's post-closing sales of the Acquired Brands, ITG assumed this liability. After discovery was completed in March 2022, the parties briefed cross-motions for summary judgment on that third issue. On 30 September 2022, the court granted summary judgment for Reynolds American and RJRT, holding that ITG assumed the liability that the Final Judgment imposed on RJRT for settlement payments to the State of Florida based on ITG's post-closing sales of the Acquired Brands. A
second round of summary judgment briefing on the amount of indemnifiable damages is complete. A hearing on that issue is scheduled for 23 February 2023.
50.In June 2015, ITG joined the Mississippi State Settlement Agreement. On 26 December 2018, PM USA filed a motion to enforce the 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 £5.0 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, 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 14 June 2021, RJRT made a payment of US$5.1 million (approximately £4.2 million) to PM USA. 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 £4.2 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 occurred on 6-7 October 2021. On 10 June 2022, the Mississippi Chancery Court granted the State's motion to enforce, finding 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. RJRT will appeal the motion to enforce. On 29 July 2022, the parties each submitted a supplemental briefing on damages, including interest and attorneys' fees. A hearing on damages was scheduled for 7 December 2022, however, the Court advised the parties that the hearing will be rescheduled for a date in 2023; the parties will confer to select a new date.
51.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 US$55.4 million (approximately £46.1 million) from the escrow funds paid to those MSA states under their settlement with S&M Brands.
52.On 27 May 2022, PM USA filed a motion to compel arbitration under the MSA against RJRT and ITG in North Carolina Superior Court claiming RJRT and ITG inaccurately calculated the base year net operating profits for the Acquired Brands and this improperly shifted approximately US$80 million (approximately £66.5 million) in MSA payment obligations from RJRT to PM USA, to date. On 7
June 2022, RJRT and PM USA negotiated a resolution of the MSA claims, in which RJRT agreed to, among other things, pay PM USA the sum of approximately US$37 million (approximately £30.8 million).
53.On 28 July 2022, the State of Iowa filed a motion to enforce the Consent Decree and MSA against the PMs asserting, among other things, claims for breach of contract and violations of the Iowa False Claims Act. Iowa seeks over US$130 million (approximately £108 million) in damages, as well as treble damages. The PMs filed their resistance to Iowa’s motion and a motion to compel arbitration on 26 September 2022. Iowa filed its resistance to the PMs’ motion to compel arbitration on 6 October 2022, and the PMs filed their reply on 31 October 2022. A hearing on the motion was held on 21 December 2022; a decision is pending.
54.On 29 November 2022, the State of New Mexico filed a complaint, or in the alternative, a motion to enforce the Consent Decree and MSA against the PMs asserting, among other things, claims for breach of contract and violations of New Mexico’s Unfair Practices Act. New Mexico seeks compensatory damages in an amount to be determined at trial, as well as treble damages, punitive damages, and declaratory and injunctive relief. The PMs’ deadline to answer or respond was 29 December 2022. On 15 December 2022, the PMs filed an opposed motion for an extension of deadlines and pages to file their response on 10 February 2023. New Mexico filed its response to the motion on 20 December 2022 and the PMs filed their reply on 30 December 2022. On 13 January 2023, the court granted the PMs’ motion to extend their deadline to file their response to 10 February 2023.
Tobacco-Related Litigation Outside the U.S.
55.As at 31 December 2022:
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, Chile, Nigeria and Italy.
(a) Medical reimbursement cases
Angola
56.In 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 £1.3 million) allegedly incurred by the Angolan Instituto Nacional do Controlo do Cancro (INCC) for the cost of treating 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 5 December 2016. The case remains pending.
Canada
57.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 £5.6 billion). As a result of this judgment, there were attempts by the Quebec plaintiffs to obtain payment out of the CAD $758 million (approximately £465 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 2023. 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.
58.The below represents the state of the referenced litigation
as at the advent of the Stays.
59.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.
60.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.
Canadian province: British Columbia
Act pursuant to which Claim was brought: Tobacco Damages and Health Care Costs Recovery Act 2000
Companies named as Defendants: Imperial, Investments, Industries, Carreras Rothmans Limited, the RJR Companies and other former Rothmans Group companies have been named as defendants and served.
Current stage: 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 £72.4 billion). No trial date has been set. The federal government is seeking CAD$5 million (approximately £3.1 million) jointly from all the defendants in respect of costs pertaining to the third-party claim, now dismissed.
Canadian province: New Brunswick
Act pursuant to which Claim was brought: Tobacco Damages and Health Care Costs Recovery Act 2006
Companies named as Defendants: Imperial, the UK Companies and the RJR Companies have been named as defendants and served.
Current stage: 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 £6.8 billion) and CAD$23.2 billion (approximately £14.2 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.
Canadian province: Ontario
Act pursuant to which Claim was brought: Tobacco Damages and Health Care Costs Recovery Act 2009
Companies named as Defendants: Imperial, the UK Companies and the RJR Companies have been named as defendants and served.
Current stage: 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 £172 billion) – CAD$630 billion (approximately £387 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 £202.5 billion). On 31 January 2019, the Province delivered a further expert report claiming an additional amount between CAD$9.4 billion (approximately £5.8 billion) and CAD$10.9 billion in damages (approximately £6.7 billion) in respect of ETS. No trial date has been set.
Canadian province: Newfoundland and Labrador
Act pursuant to which Claim was brought: Tobacco Health Care Costs Recovery Act 2001
Companies named as Defendants: Imperial, the UK Companies and the RJR Companies have been named as defendants and served.
Current stage: 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 began its document production in March 2018. Damages have not been quantified by the Province. No trial date has been set.
Canadian province: Saskatchewan
Act pursuant to which Claim was brought: Tobacco Damages and Health Care Costs Recovery Act 2007
Companies named as Defendants: Imperial, the UK Companies and the RJR Companies have been named as defendants and served.
Current stage: 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.
Canadian province: Manitoba
Act pursuant to which Claim was brought: Tobacco Damages Health Care Costs Recovery Act 2006
Companies named as Defendants: Imperial, the UK Companies and the RJR Companies have been named as defendants and served.
Current stage: 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.
Canadian province: Alberta
Act pursuant to which Claim was brought: Crown’s Right of Recovery Act 2009
Companies named as Defendants: Imperial, the UK Companies and the RJR Companies have been named as defendants and served.
Current stage: 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 £6.1 billion). No trial date has been set.
Canadian province: Quebec
Act pursuant to which Claim was brought: Tobacco Related Damages and Health Care Costs Recovery Act 2009
Companies named as Defendants: Imperial, Investments, Industries, the RJR Companies and Carreras Rothmans Limited have been named as defendants and served.
Current stage: This 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 £36.8 billion). No trial date has been set.
Canadian province: Prince Edward Island
Act pursuant to which Claim was brought: Tobacco Damages and Health Care Costs Recovery Act 2009
Companies named as Defendants: Imperial, the UK Companies and the RJR Companies have been named as defendants and served.
Current stage: 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.
Canadian province: Nova Scotia
Act pursuant to which Claim was brought: Tobacco Health Care Costs Recovery Act 2005
Companies named as Defendants: Imperial, the UK Companies and the RJR Companies have been named as defendants and served.
Current stage: 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
61.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 £15 billion) in damages, including special, anticipatory and punitive damages, restitution and disgorgement of profits, as well as declaratory and injunctive relief.
62.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.
63.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
64.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 £35.5 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
65.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 (collectively, PMB), 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 from the filing date 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.
66.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 do so. On 7 August 2019, Souza Cruz was served with the complaint. On 19 August 2019, Souza Cruz filed an interlocutory appeal challenging the 19 July 2019 trial court order and requesting a stay of proceedings until the appeal is decided. On 20 August 2019, the trial court issued a new decision that vacated its 19 July 2019 order to reassess whether service of a foreign defendant via its Brazilian subsidiary constituted improper service. The appellate court, in response to the trial court's 20 August 2019 decision, ruled on 21 August 2019 that the interlocutory appeal previously filed by Souza Cruz was 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.
67.On 4 February 2020, following further submissions by the AGU and Souza Cruz, the trial court ruled that service of the Company via its Brazilian subsidiary constituted proper service, and ordered that defences be filed within 30 business days. On 18 February 2020, Souza Cruz filed an interlocutory appeal challenging this decision and requesting a stay of the deadline to file defences. The Company intervened in Souza Cruz's appeal effective 8 July 2020. On 15 July 2020, the appellate court denied the interlocutory appeal. Souza Cruz and the Company filed their respective defences on 12 May 2020. The appellate decision in the interlocutory appeal became final on 7 June 2021.
68.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. Souza Cruz, PMB and the Company filed responses (on 25 March 2021, 26 March 2021 and 20 August 2021, respectively) asserting that ACT's request should be rejected and/or in the alternative that the scope of ACT's intervention rights should be limited. On 13 May 2022, the trial court ordered the AGU to reply to the defences within 30 business days, and also permitted the ACT to intervene, limiting ACT's rights as amicus curiae to presenting technical and scientific opinions and participating in court hearings. The AGU submitted its reply on 5 July 2022. Souza Cruz, PMB and the Company submitted responses to the AGU's reply on 26 August 2022. On 19 May 2020, 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, via its response filed on 10 July 2020, declined to join the action as party, but will act as an ‘inspector of the law’, which enables MPF to express its opinion on case matters. On 10 October 2022, the MPF submitted an opinion on preliminary issues and evidence, which called for rejection of the defendants’ preliminary defences and the majority of the evidence requested by AGU and defendants. The court has not set a deadline for responses to the MPF’s submission.
(b) Class Actions
Canada
69.As described in paragraph 57, the Canadian tobacco litigation is currently stayed subject to court-ordered stays of proceeding (the Stays). The Stays are currently in place until 31 March 2023. 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.
70.The below represents the state of the referenced litigation as at the advent of the Stays.
71.There are 11 class actions being brought in Canada against Group companies.
72.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.
73.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 £3.1 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.
74.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 131-132). The plaintiffs seek damages in the amount of CAD$50 million (approximately £30.7 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.
75.Quebec Class Actions: there are currently two smoking and health class actions in Quebec, certified by the Quebec Superior Court on 21 February 2005 against Imperial and two other domestic manufacturers. Judgment was rendered against the defendants on 27 May 2015. 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 £9.6 billion), most of which was on a joint and several basis, of which Imperial’s share was CAD$10.4 billion (approximately £6.4 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 £694 million), of which Imperial’s share was approximately CAD$742 million (approximately £455 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 £3.1 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 for the judgment in the amount of CAD$984 million (approximately £604 million), of which Imperial’s share was CAD$758 million (approximately £465 million) which amounts have been paid into court. Imperial's share was later recalculated by the Court of Appeal as CAD$759 million (approximately £465.7 million). 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 £8.4 billion) as at 1 March 2019, with Imperial’s share being reduced to approximately CAD$9.2 billion (approximately £5.6 billion).
76.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 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).
77.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.
78.In June 2010, two further smoking and health class actions were filed in British Columbia (Bourassa and McDermid) against various Canadian and non-Canadian tobacco-related entities, including Imperial, the UK Companies and the RJR Companies. 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 the actions. 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.
79.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
80.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
81.As at 31 December 2022, the jurisdictions with the most active individual cases against Group companies were, in descending order: Brazil (17), Chile (11), Italy (9), Canada (5), Argentina (5) and Ireland (2). There were a further two jurisdictions with one active case only. Out of these 51 active individual cases, as at 31 December 2022 there were two cases in Argentina that have resulted in pending unfavourable judgments. In one case, damages were awarded totalling ARS 685,976 (approximately £3,200) in compensatory damages and ARS 2,500,000 (approximately £11,700) in punitive damages, with post-judgment interest totalling approximately ARS 5,288,000 (approximately £25,000), while in the other case, compensatory damages were awarded totalling ARS 2,850,000 (approximately £13,400 ), with post-judgment interest totalling approximately ARS 92,638,000 (approximately £435,000). Both judgments are currently on appeal.
Non-Tobacco-Related Litigation
Vuse Litigation
82.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 5 August 2020, the Judicial Panel on Multidistrict Litigation entered a conditional transfer order transferring the case to the Northern District of California where 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.
83.On 11 January 2023, Camellia Chastain filed a putative class action complaint in the Middle District of Florida against RJRV. The complaint seeks damages arising from alleged discoloration and/or a burnt taste in Vuse Alto Golden Tobacco pods based on several theories, including state consumer protection statutes, false and misleading advertising, breach of warranty, negligent misrepresentation, fraud, and unjust enrichment. The complaint seeks to certify two classes, including a Florida class and a multi-state class from the states of North Carolina, South Carolina, Georgia, Alabama, and Mississippi. RJRV has not yet responded to the complaint.
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 £48 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 £48 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.
Patents and Trademark Litigation
85.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.
86.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 £630,054). 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. On 30 November 2022, the Tokyo District Court dismissed both of the above claims of the PMI affiliate on the grounds that both of the above two PMI affiliate's Japanese patents lack inventive step and would be invalidated by a patent invalidation trial. The PMI affiliate has appealed against this judgment.
87.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 and damages on commercial sales (and interest thereon). On 14 July 2021 the England and Wales High Court (Patents Court) handed down its judgment finding that the four divisional patents belonging to PMP were invalid and consequently, that PMP’s counterclaim for patent infringement against Nicoventures and Investments failed. PMP's appeal was heard in November 2022 and dismissed in December 2022.
88.On 11 February 2022, Nicoventures commenced an action in the England and Wales High Court (Patents Court) against PMP for revocation against one of PMP’s patents (a further divisional patent in the same family was added into the revocation action on 27 May 2022). On 22 August 2022, PMP counterclaimed for patent infringement against Nicoventures and Investments concerning certain ‘glo’ tobacco heating devices that comprise two inductive heating coils and their corresponding consumables. PMP are seeking an injunction and damages (plus interest thereon). The trial will be heard in March 2023.
89.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. A claim construction hearing was held on 28 April 2021, and the court issued its claim construction ruling on 12 May 2021. All asserted patent claims against Vibe and Velo as well as one of the four patents asserted against Alto were dropped prior to trial, leaving three patents asserted against Alto for trial. Trial was held from 29 August 2022 to 7 September 2022. The jury found infringement by all accused products and awarded approximately US$95 million (approximately £79 million) in damages. On 12 January 2023, the court denied all parties' post-trial motions. The court issued an order on Altria's motion for ongoing royalty on 27 January 2023, denying Altria's request to double the jury's awarded royalty rate for post-trial sales and setting the royalty rate applicable to post-trial sales to the jury's awarded rate of 5.25%. Altria did not request entry of an injunction and has stipulated it will not enforce the monetary judgment until appeals are exhausted.
90.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 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. Trial on the Altria and Philip Morris patents began on 8 June 2022. Shortly before trial, Philip Morris dropped its claims to one patent and the Altria entities dismissed their claims relating to two patents, which left two Philip Morris patents at issue in the trial. On 15 June 2022, the jury found that RJR Vapor's Alto product infringed two claims in one patent and that its Solo product infringed three claims of the other patent. The jury awarded damages of US$10,759,755 (approximately £8,944,846), which was supplemented by the Court to a total of US$14,062,742 (approximately £11,690,699) to account for additional sales of Solo and Alto through the date of judgment and interest. Philip Morris has requested entry of a permanent injunction barring sale of the Alto and Solo products and a hearing was held on 4 November 2022. A decision on Philip Morris's request for permanent injunction is expected imminently. RJR Vapor intends to appeal the jury verdict after the Court has issued its decision on Philip Morris's request for an injunction. 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.
91.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. A date has not yet been set for the appeal hearing.
92.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 was appealed by BAT Germany on 21 December 2021 to the Higher Regional Court Dusseldorf. The oral hearing of these appeal proceedings took place on 24 November 2022. On 15 December 2022, the Higher Regional Court Dusseldorf reversed the trial court decision and dismissed Philip Morris’s complaint in its entirety. In addition, the Higher Regional Court Dusseldorf did not grant a further appeal to the German Supreme Court (Bundesgerichtshof (BGH)). PMI filed a motion for leave of appeal with the BGH, which is why the decision of the Higher Regional Court Dusseldorf is not yet final.
93.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 certain Modoral Velo products that Modoral acquired from Dryft Sciences does not infringe a Swedish Match patent or its 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 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 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. Trial on Swedish Match’s
trade secret misappropriation claims is scheduled to begin on 13 February 2023.
Mozambican IP Litigation
94.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 MZN 46,811,700 (approximately £607,156) 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 of approximately MZN 14.5 billion (approximately £188.2 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 SAT's 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 GST’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 was 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 been appreciated favorably and the process will be remitted to the superior court. Trial has not taken place.
Malawi Group Action
95.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.
Qatar Customs Authority Claims
96.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 challenged a decision of Qatar's 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 £36.6 million) in customs duties and penalties in relation to 27 consignments of cigarettes imported into Qatar by ABA. On January 7, 2021, BAT arranged for a bank guarantee covering the QAR 160,531,588 claimed by the General Authority of Customs to be issued to the General Authority of Customs. That bank guarantee was subsequently liquidated by the General Authority of Customs. 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 to the Court of Appeal the decisions of the Court of First Instance in both cases. 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 and ABA strongly asserted that the additional customs duty and penalties imposed by the Qatar Customs Authority are inconsistent with applicable law. Nonetheless, BAT ME and ABA decided not to continue contesting the orders of the General Authority of Customs for ABA to pay QAR 160,531,588. Accordingly, BAT ME and ABA submitted requests to the Court of Appeal in both cases to withdraw their appeals. On 6 April 2022, the Court of Appeal ordered the withdrawal of the appeals irrevocably ending the two cases. As a result, the General Authority of Customs will keep the QAR 160,531,588 proceeds of the liquidated bank guarantee. BAT ME has no further potential liability in respect of the two cases.
Saudi Arabia Customs Claim
97.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 £466 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. On 16 June 2021, the Court of First Instance issued a judgment dismissing the claim against BAT UKE on the ground that
BAT UKE lacks legal standing to be sued. On 22 August 2021, Al Naghi filed an appeal against the Court of First Instance judgment. On 15 November 2021, the Appellate Court remanded the case to the lower Court in order for the lower Court to join BAT entities in Bahrain and UAE, which Al Naghi had wrongly claimed on appeal to be branches of BAT UKE. The lower Court tried to summon the Bahrain and UAE BAT entities to obtain clarifications about their status; however, said entities were not properly notified and did not appear. On 2 August 2022, the Court reversed its decision to seek clarifications from the BAT entities in Bahrain and UAE and dismissed the claim against BAT UKE for lack of legal capacity. On 29 August 2022, Al Naghi filed an appeal against the Court of First Instance judgment. On 5 December 2022, the Court of Appeal issued a judgment affirming the preliminary court's ruling dismissing Al Naghi's claim against BAT UKE. On 27 December 2022, Al Naghi filed an appeal before the Supreme Court and the appeal is still pending.
Asbestos Litigation
98.On 17 October 2022, plaintiffs in an asbestos personal injury action (Barbara Lowis and Trevor Lowis) filed a complaint in the Supreme Court of the State of New York (New York County), which names as a defendant BATUS Holdings Inc., along with various other defendants. The complaint was served on BATUS Holdings Inc. on 24 October 2022. The complaint alleges that plaintiff Barbara Lowis was exposed to the defendants’ asbestos and asbestos-containing talcum powder and cosmetics products, which allegedly caused her to develop mesothelioma, and asserts claims under state law, including for negligence, breach of warranty, strict liability, conspiracy, and fraud. Plaintiffs seek unspecified compensatory and punitive damages. BATUS Holdings Inc. filed a motion to dismiss BATUS Holdings Inc. for lack of personal jurisdiction on 18 November 2022. On 28 November 2022, plaintiffs filed an opposition to the motion and requested jurisdictional discovery. On 2 December 2022, BATUS Holdings Inc. filed a reply submission in further support of the motion, which remains pending.
99.On 13 December 2022, plaintiffs in an asbestos personal injury action (Michele Stuck and Jack Bannister, individually and as executors of the estate of Penelope Rigby) filed an amended complaint in the Supreme Court of the State of New York (New York County), which names as a defendant BATUS Holdings Inc., along with various other defendants. The complaint was served on BATUS Holdings Inc. on 28 December 2022. The complaint alleges that the decedent was exposed to the defendants’ asbestos and asbestos-containing talcum powder and cosmetics products, which allegedly caused her to develop mesothelioma, and asserts claims by the executors of her estate under state law, including for negligence, breach of warranty, strict liability, conspiracy, fraud, and wrongful death. Plaintiffs seek unspecified compensatory and punitive damages. BATUS Holdings Inc. filed a motion to dismiss BATUS Holdings Inc. for lack of personal jurisdiction on 27 January 2023.
100.On 22 December 2022, plaintiffs in an asbestos personal injury action (Marion Mannooch and Harvey Mannooch) filed a complaint in the Supreme Court of the State of New York (New York County), which names as a defendant BATUS Holdings Inc., along with various other defendants. The complaint was served on BATUS Holdings Inc. on 28 December 2022. The complaint alleges that plaintiff Marion Mannooch was exposed to the defendants’ asbestos and
asbestos-containing talcum powder and cosmetics products, which allegedly caused her to develop mesothelioma, and asserts claims under state law, including for negligence, breach of warranty, strict liability, conspiracy, and fraud. Plaintiffs seek unspecified compensatory and punitive damages. BATUS Holdings Inc. filed a motion to dismiss BATUS Holdings Inc. for lack of personal jurisdiction on 27 January 2023.
101.A further three asbestos personal injury actions (Carlson, Alloway and Wolfe) naming as a defendant BATUS Holdings Inc., along with various other defendants, and alleging the respective plaintiffs sustained personal injury from exposure to the defendants’ asbestos and asbestos-containing talcum powder and cosmetics products, were filed in Washington state court (Carlson) and California state court (Alloway and Wolfe) on 4 March 2022, 25 April 2022, and 10 November 2022, respectively. Plaintiffs in these cases sought unspecified compensatory and punitive damages. BATUS Holdings Inc. filed motions to dismiss the respective complaints for lack of personal jurisdiction. The cases were subsequently voluntarily dismissed without prejudice as to BATUS Holdings Inc. by orders entered on 1 July 2022 (Carlson), 29 September 2022 (Alloway), and 17 January 2023 (Wolfe).
Cigarette Filter Litter Litigation
102.On 21 November 2022, the Mayor and City Council of Baltimore, Maryland, filed a lawsuit in the Circuit Court for Baltimore City naming the Company and RJRT, as well as Philip Morris USA, Inc., Altria Group, Liggett Group LLC and a Maryland-based distributor, as defendants. RJRT was served on 13 December 2022, and the Company received the complaint on 18 January 2023. Plaintiff, a municipality, alleges that the defendants manufactured, distributed and sold non-biodegradable cigarette filters with knowledge that consumers would discard used filters on public property owned by the plaintiff, and further alleges that the defendants failed to warn consumers of the alleged environmental impacts of littered filters. Plaintiff asserts causes of action for alleged violation of state and municipal civil and criminal anti-littering and dumping laws, trespass, strict liability and negligent design defect, public nuisance, and strict liability and negligent failure to warn. Plaintiff seeks, among other relief, unspecified damages (including punitive damages) for costs allegedly incurred removing discarded cigarette filters from public property, and for alleged damage to land and natural resources and property value diminution, along with fines under state and municipal laws.
Fox River
Background to environmental liabilities arising out of contamination of the Fox River:
103.U.S. authorities identified potentially responsible parties (PRPs), including NCR Corporation (NCR), to fund the clean-up of polluted sediments in the Lower Fox River, Wisconsin. Discharges of Polychlorinated Biphenyls (PCBs) from paper mills and other facilities operating close to the river caused that pollution. Industries’ involvement with the environmental liabilities arises out of (i) indemnity arrangements which it became party to due to various transactions that took place from the late-1970s onwards and (ii) subsequent litigation brought by NCR against Industries and Appvion Inc. (Appvion) (a former Group subsidiary) in relation to those arrangements.
104.Following substantial litigation in the United States regarding the responsibility for the costs of the clean-up operations, and enforcement proceedings brought by the U.S. Government against NCR and Appvion to ensure compliance with regulatory orders made relating to the Fox River clean-up, the District Court of Wisconsin approved (on 23 August 2017) a form of settlement with the U.S. Government known as a Consent Decree.
105.The principal terms of that Consent Decree, in summary, are:
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 natural resource damages (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.
106.A cost breakdown filed in support of the motion to approve the Consent Decree estimates the total Fox River clean-up costs (including NRDs) to be US$1,346 million (approximately £1,119 million).
107.A further Consent Decree between the U.S. Government, P.H. Glatfelter Company and Georgia-Pacific Consumer Products LP (Georgia-Pacific), approved by the Wisconsin District Court on 14 March 2019, concluded all remaining litigation relating to the Fox River. In November 2019, an arbitral tribunal awarded approximately US$10 million (approximately £8.3 million) to the remediation contractor engaged by a limited liability company formed by NCR and Appvion to perform the Fox River clean-up operation. NCR has stated (in its 2021 Annual Report on Form 10-K) that its indemnitors and co-obligors were responsible for the majority of the award, with its own share being approximately 25%.
108.On 3 October 2022, the United States Environmental Protection Agency issued a Certificate of Completion in respect of remedial action for the Lower Fox River.
Industries’ involvement with environmental liabilities arising out of the contamination of the Fox River:
109.NCR's position is that, under the terms of a 1998 Settlement Agreement between it, Appvion and Industries, and a 2005 arbitration award, Industries and Appvion 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.
110.Until May 2012, Appvion and Windward Prospects Limited (Windward) (another former Group subsidiary) 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, NCR therefore demanded that Industries pay a 60% share of those costs. Industries commenced proceedings against Windward and Appvion seeking confirmation of indemnities provided to Industries 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
111.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 related counterclaim) and NCR-Appvion arbitration were discontinued as part of an overall agreement providing a framework through which the parties would together fund the ongoing costs of the Fox River clean-up.
112.Under the Funding 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). Additionally, Windward has contributed US$10 million (approximately £8.3 million) of funding. Appvion has contributed US$25 million (approximately £20.8 million) for Fox River and agreed to contribute US$25 million (approximately £20.8 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 S.A. (Sequana) and the former Windward directors (the Windward Dividend Claim), assigned to BTI under the Funding Agreement, and which relates to dividend payments made by Windward to Sequana of around €443 million (approximately £393 million) in 2008 and €135 million (approximately £119.8 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 High Court heard the Windward Dividend and BAT section 423 Claims and handed down its judgment 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, equating to around US$185 million (approximately £153.8 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. On 15 May 2019, the Nanterre Commercial Court made an order
placing Sequana into formal liquidation proceedings. To date, Sequana has made no payments to Industries. 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 £153.8 million). Because of Sequana’s ongoing insolvency process, execution of that judgment is stayed. Sequana is also liable to pay around £10 million in costs to Industries.
116.BTI was subsequently granted permission to appeal to the Supreme Court in respect of the Windward Dividend Claims. The hearing of its appeal took place on 4 and 5 May 2021. On 5 October 2022, the Supreme Court handed down its judgment, dismissing BTI's appeal.
117.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 unsuccessfully 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. BTI's claim against PwC is progressing in the High Court and the trial is expected to take place in the summer of 2024. An agreed stay is in place in respect of BTI’s separate assigned claim against Freshfields Bruckhaus Deringer.
118.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 £2 million in respect of clean-up costs. In 2022, Industries has paid an additional £1 million in respect of clean-up costs. Industries is potentially liable for further costs associated with the clean-up. Industries has a provision of £54 million which represents the current best estimate of its exposure – see note 24.
Kalamazoo
119.Georgia-Pacific, a designated PRP in respect of the Kalamazoo River in Michigan, also pursued NCR in relation to remediation costs caused by PCBs released into that river. 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).
120.Following further litigation, on 11 December 2019, NCR announced that it had entered into a Consent Decree with the U.S. Government and the State of Michigan (subsequently approved by the Michigan Court on 2 December 2020), pursuant to which it assumed liability for certain remediation work at the Kalamazoo River. The payments to be made on the face of the Consent Decree in respect of such work total approximately US$245 million (approximately £204 million). The Consent Decree also provides for the payment by NCR of an outstanding judgment against it of approximately US$20 million (approximately £16.6 million) to Georgia-Pacific.
121.The quantum of the clean-up costs for the Kalamazoo River is presently unclear. It may well exceed the amounts payable on the face of the Consent Decree.
122.NCR has informed Industries that it will look to Industries to pay 60% of any sums NCR becomes liable to pay under the Consent Decree on the asserted basis 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. Industries has defences to any claims made by NCR in relation to the Kalamazoo River. No such claims have yet been pursued against Industries.
123.Industries also anticipates that NCR may seek to recover from Appvion (subject to a cap of US$25 million (approximately £20.8 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. The effect of Appvion's Chapter 11 bankruptcy proceedings on its liability for Future Sites payments under the Funding Agreement is currently uncertain. If NCR is unable to obtain recovery from Appvion then NCR will seek to recover such from Industries.
124.In summary, Industries is taking active steps to protect its interests. These include preparation of all its defences, 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
125.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.
126.From time to time, the Group investigates, and becomes aware of governmental authorities’ investigations into, allegations of misconduct, including alleged breaches of sanctions and allegations of corruption against Group companies. The Group cooperates with the authorities’ investigations, where appropriate. For instance, the Group is currently engaged in discussions with the DOJ and the United States Department of the Treasury’s Office of Foreign Assets Control (OFAC) regarding their investigations into suspicions of sanctions breaches to find a resolution through settlement. Based on those discussions, the Group expects any such settlements will include civil and/or criminal fines and penalties, and may also include non-monetary remedies, such as compliance requirements. Although the Group is discussing resolution of these government investigations through settlement, there can be no assurance that these discussions will be successful or, if they are, what the timing or terms of any such settlements would be. The Company has recognised a provision of £450 million (approximately US$541 million) in the first half of 2022. However, it cannot be excluded that the amount of any potential settlement with the DOJ and OFAC may vary from this amount. Separately, British American Tobacco Italia SpA has been charged with administrative offenses in Florence, Italy in a case against a large number of individual and corporate defendants. This relates to potential allegations of failure to supervise or take appropriate steps to prevent alleged corruption by two (now former) employees. Any financial penalty is not thought likely to be material.
Closed litigation matters
127.The following matters on which the Company reported in the contingent liabilities and financial commitments note 31 to the Company’s 2021 financial statements have been dismissed, concluded or resolved as noted below:
| | | | | | | | | | | | | | |
| Matter | Jurisdiction | Companies named as Defendants | Description | Disposition |
| Minnesota State Settlement Agreement | U.S. | RJRT | State Settlement Agreements - Enforcement and Validity | Settled |
| Texas State Settlement Agreement | U.S. | RJRT | State Settlement Agreements - Enforcement and Validity | Settled |
| Fuma International LLC patent litigation | U.S. | RJR Vapor | Vuse patent infringement claims | Resolved |
| Reynolds American dissenters' litigation | U.S. | Reynolds American Inc. | Shareholder Litigation | Final judgment of North Carolina Supreme Court (upholding Reynolds American's proposed valuation) |
| Rentko / Smoltino asbestos litigation | U.S. | Reynolds American, RJRT, the Company, BATUS Holdings, Inc., and British American Tobacco (Brands) Inc. | Personal Injury | Voluntary dismissal by plaintiffs |
| Gilbride asbestos litigation | U.S. | RJRT | Personal Injury | Voluntary dismissal by plaintiffs |
| Argentina Tort Law Association medical reimbursement matter | Argentina | Nobleza | Medical reimbursement | Court judgment of dismissal |
General Litigation Conclusion
128.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.
129.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 £465 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.
130.Having regard to all these matters, with the exception of the Quebec Class Actions, Fox River, and the DOJ and OFAC investigations, 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. In addition, the Group accrues for damages, attorneys' fees and/or statutory interest, including in respect of certain Engle Progeny cases, certain U.S. individual smoking and health cases, the DOJ medical reimbursement/corrective statement case and the Nigeria competition investigation.
Other contingencies
131.JTI Indemnities. By a purchase agreement dated 9 March 1999, amended and restated as at 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 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.
132.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.
133.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.
134.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.
135.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. These claims settled for a total of US$4,653,009 (approximately £3,868,159) in taxes and interest.
136.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.
137.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.
138.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 and Nigeria. In the previously disclosed investigation by the Nigerian Federal Competition and Consumer Protection Commission into alleged violations of the Nigerian Competition and Consumer Protection Act and National Tobacco Control Act, a consent order was entered into between the FCCPC and British American Tobacco (Holdings) Limited, British American Tobacco (Nigeria) Limited and British American Tobacco Marketing (Nigeria) Limited in December 2022 terminating the investigation and associated proceedings, replacing the previous Final Order. A penalty equivalent to US$110 million will be paid in Naira in instalments, among other measures.
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
Profits of overseas subsidiaries. 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 BRL1,919 million (£302 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.
Rio de Janeiro VAT Incentives. The Brazilian Federal Tax authority has challenged the treatment of Rio de Janeiro VAT incentives. In October 2021, in respect of the 2016-2021 calendar years, the authorities position was upheld at the lower Judicial Court. Souza Cruz has appealed in full against the Judgment. The maximum exposure from 2016 is BRL 833 million (£131 million) including potential interest and penalties.
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 potential liability across these periods of £1,221 million covering tax, interest and penalties. The Group has appealed against the assessments in full. The case is being dealt with in two separate trials. The first trial deals with assessments for periods from 2008-2013 (with an aggregate potential net liability of £285 million). A separate trial will cover the periods from 2014-2016 (with an aggregate potential net liability of £936 million). In relation to the periods from 2008-2013 at an initial trial, the District Court of North Holland issued judgments on 17 October 2022, resulting in findings against the Group on a number of issues. All these judgments have been appealed to the High Court.
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
In 2017, the National Board of Revenue (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 and the judgment was subsequently 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. It is anticipated that the appeals admission hearing date may be fixed for February or March 2023.
Egypt
Until 28 September 2022 and 4 December 2022, respectively, British American Tobacco Egypt LLC (BAT Egypt) was subject to two civil cases concerning the imposition of sales tax on low-price category brands brought by the Egyptian tax authority for £88 million, one case pertaining to the period May 2008 to February 2009, and the second case pertaining to the period March 2009 to June 2010. Court-appointed experts filed reports in both cases. Management believes the tax claims are unfounded and challenged both claims. In May 2021, a judgment was issued in the second of the two cases which acquitted BAT Egypt from all amounts related only to the period from March 2009 to October 2009. An appeal was submitted to the Supreme Administrative Court to extend the acquittal to the rest of the disputed period. A judgment in the first claim was not issued.
In June 2022, following the business decision to exit the Egyptian market, BAT Egypt entered into an arrangement with the Tax Authority to fully and finally settle the outstanding claims and take advantage of a tax amnesty scheme introduced into the market which provided for a 65% reduction on the penalties claimed in the event payment of the principal was made in full, which amounts to EGP 1.183 billion (£50 million). Following this agreement with the Tax Authority, applications were made to the court to abandon the pending court cases, and the proceedings are now formally closed since 28 September 2022 and 4 December 2022, respectively.
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 KRW80.7 billion (approximately £50 million) charge by Group subsidiaries, 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.
On 23 August 2019, the trial court ruled in favour of Rothmans Far East B.V. Korea Branch Office on KRW6.7 billion (approximately £4 million), the VAT portion of the assessment. 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). Appeals on the other elements of the assessment are still pending at Appeals Court.
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:
| | | | | | | | |
| 2022 £m | 2021 £m |
| Service contracts | | |
| Within one year | 45 | 41 |
| Between one and five years | 66 | 81 |
| Beyond five years | — | 5 |
| 111 | 127 |
Financial commitments arising from short-term leases and leases of low-value assets that are not capitalised under IFRS 16 Leases are £30 million (2021: £7 million) for property and £50 million (2021: £19 million) for plant, equipment and other assets.
32 Interests in subsidiaries
Subsidiaries with material non-controlling interests
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 2022, 2021 and 2020. 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 | 2022 £m | 2021 £m | 2020 £m |
| Revenue | 732 | 640 | 553 |
| Profit for the year | 153 | 127 | 101 |
| – Attributable to non-controlling interests | 41 | 34 | 27 |
| Total comprehensive income | 132 | 127 | 91 |
| – Attributable to non-controlling interests | 36 | 34 | 25 |
| Dividends paid and other appropriations made to non-controlling interests | (32) | (28) | (31) |
| Summary net assets: | | | |
| Non-current assets | 322 | 303 | 271 |
| Current assets | 253 | 345 | 271 |
| Non-current liabilities | 78 | 70 | 58 |
| Current liabilities | 166 | 262 | 190 |
| Total equity at the end of the year | 331 | 316 | 294 |
| – Attributable to non-controlling interests | 90 | 86 | 80 |
| Net cash generated from operating activities | 164 | 52 | 137 |
| Net cash used in investing activities | (46) | (26) | (11) |
| Net cash used in financing activities | (147) | (55) | (111) |
| Differences on exchange | 4 | — | (1) |
| (Decrease)/increase in net cash and cash equivalents | (25) | (29) | 14 |
| Net cash and cash equivalents at 1 January | 1 | 30 | 16 |
| Net cash and cash equivalents at 31 December | (24) | 1 | 30 |
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 | 2022 £m | 2021 £m |
| Non-current assets | 2,554 | 2,403 |
| Current assets | 2,193 | 1,630 |
| Non-current liabilities | (114) | (109) |
| Current liabilities | (526) | (479) |
| 4,107 | 3,445 |
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 2022 and 2021 is goodwill of £2.5 billion subject to impairment reviews (note 12). Included in current liabilities are trade and other payables of £391 million (2021: £341 million), the majority of which are amounts payable in respect of duties and excise. A breakdown of current assets has been provided below.
| | | | | | | | |
| 2022 £m | 2021 £m |
| Cash and cash equivalents* | 1,569 | 1,114 |
| Inventory | 182 | 126 |
| Investments held at fair value | 396 | 351 |
| Other | 46 | 39 |
| 2,193 | 1,630 |
Note:
* Cash and cash equivalents above include £1,411 million (2021: £1,024 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 2022, the Group holds almost 100% (2021: 99%; 2020: 92%) of the equity shares of PT Bentoel Internasional Investama Tbk (Bentoel). Between 2011 and 2021, the Group was party to a total return swap on approximately 7% of Bentoel’s issued capital. While the Group did not have legal ownership of these shares in this period, 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. In 2021, the Group terminated the total return swap as part of its intention to delist from the Indonesia Stock Exchange and go private by conducting a Voluntary Tender Offer (VTO), as a result of which the Group acquired 0.2% additional shares at a cost of £4 million. Shares from over one thousand individual shareholders who could not be contacted are in the process of being transferred to a courts-approved Public Trustee. When this is complete, approvals will be sought from the relevant authorities to delist the company.
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:
–US$11.00 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$12.15 billion of outstanding bonds issued by BATCAP pursuant to the Shelf Registration Statement on Form F-3 filed on July 17, 2019, and US$0.6 billion of outstanding bonds issued by BATCAP pursuant to the Shelf Registration Statement on Form F-3 filed on July 1, 2022 pursuant to which BATCAP or BATIF may issue an indefinite amount of debt securities; and
–US$2.50 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 (2022: US$7.7 billion) of Reynolds American unsecured notes and US$40.9 million (2022: 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.
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 2022 | BAT p.l.c. £m | BATCAP £m | BATIF £m | BATNF £m | RAI £m | BATHTN £m |
| Income Statement | | | | | | |
| Revenue | — | — | — | — | — | — |
| (Loss)/profit from operations | (115) | (1) | (2) | — | 5 | 1 |
| Dividend income | 7,515 | — | — | — | 4,835 | 148 |
| Net finance income/(costs) | 264 | (52) | 187 | — | (500) | — |
| Profit/(loss) before taxation | 7,664 | (53) | 185 | — | 4,340 | 149 |
| Taxation on ordinary activities | (10) | (9) | (21) | — | 110 | — |
| Profit/(loss) for the year | 7,654 | (62) | 164 | — | 4,450 | 149 |
| Intercompany Transactions – Income Statement | | | | | | |
| Transactions with non-issuer/non-guarantor subsidiaries (expense)/income | (116) | (1) | (2) | — | 47 | — |
| Transactions with non-issuer/non-guarantor subsidiaries net finance (cost)/income | 52 | 815 | 732 | — | 25 | — |
| Dividend income from non-issuer/non-guarantor subsidiaries | 7,515 | — | — | — | 4,835 | 148 |
| | | | | | | | | | | | | | | | | | | | |
| Summarised Financial Information |
| Year ended 31 December 2021 | BAT p.l.c. £m | BATCAP £m | BATIF £m | BATNF £m | RAI £m | BATHTN £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 |
| | | | | | | | | | | | | | | | | | | | |
| Summarised Financial Information |
| As at 31 December 2022 | BAT p.l.c. £m | BATCAP £m | BATIF £m | BATNF £m | RAI £m | BATHTN £m |
| Balance Sheet | | | | | | |
| Non-current assets | 1,917 | 20,962 | 2,480 | 1,500 | 405 | 45 |
| Current assets | 9,166 | 7,947 | 42,748 | 22 | 1,135 | 8 |
| Non-current liabilities | 1,580 | 20,018 | 14,058 | 1,500 | 10,094 | 12 |
| Non-current borrowings | 1,572 | 19,762 | 13,510 | 1,500 | 10,033 | — |
| Other non-current liabilities | 8 | 256 | 548 | — | 61 | 12 |
| Current liabilities | 55 | 8,749 | 29,379 | 21 | 1,011 | 1 |
| Current borrowings | 23 | 8,657 | 28,525 | 21 | 568 | 1 |
| Other current liabilities | 32 | 92 | 854 | — | 443 | — |
| Intercompany Transactions – Balance Sheet | | | | | | |
| Amounts due from non-issuer/non-guarantor subsidiaries | 9,117 | 17,003 | 42,752 | — | 700 | 8 |
| Amounts due to non-issuer/non-guarantor subsidiaries | 5 | 3,890 | 22,702 | — | 34 | 1 |
Investment in subsidiaries (that are not issuers
or guarantors) | 27,234 | — | 718 | — | 26,690 | 1,573 |
| | | | | | | | | | | | | | | | | | | | |
| Summarised Financial Information |
| As at 31 December 2021 | BAT p.l.c. £m | BATCAP £m | BATIF £m | BATNF £m | RAI £m | BATHTN £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 |
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 | 2022 £m | 2021 £m |
| Total equity | 36,682 | 35,977 |
| Share capital | 614 | 614 |
| Share premium | 113 | 107 |
| Perpetual hybrid bonds | 1,685 | 1,685 |
| Other equity | 34,270 | 33,571 |
