UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
under the Securities and Exchange Act of 1934
February 17, 2021
Commission File Number: 001-38159
BRITISH AMERICAN TOBACCO P.L.C.
(Translation of registrant’s name into English)
Globe House
4 Temple Place
London WC2R 2PG
United Kingdom
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
This report includes materials as exhibits that have been published and made available by British American Tobacco p.l.c. (the “Company”) as of February 17, 2021.
The information contained in this Form 6-K is incorporated by reference into the Company’s Form S-8 Registration Statements File Nos. 333-219440, 333-223678 and 333-237186 and Form F-3 Registration Statement File No. 333-232691, and related Prospectuses, as such Registration Statements and Prospectuses may be amended from time to time
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| British American Tobacco p.l.c. | ||
| By: | /s/ Paul McCrory | |
| Name: | Paul McCrory | |
| Title: | Company Secretary | |
Date: February 17, 2021
Exhibit 1
For the forward-looking non-GAAP information contained in this announcement, no comparable GAAP or IFRS information is available on a forward-looking basis, as 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. As such, no reconciliations for this forward-looking non-GAAP information are available and we are unable to present revenue before presenting New Category revenue.
| 17 February 2021 – PRESS RELEASE / PRELIMINARY RESULTS | ||||
| BRITISH AMERICAN TOBACCO p.l.c. YEAR ENDED 31 DECEMBER 2020
‘ACCELERATING TRANSFORMATION’
GROWTH IN NEW CATEGORIES AND GROUP EARNINGS DESPITE COVID-19 |
|
| PERFORMANCE HIGHLIGHTS | REPORTED | ADJUSTED | ||||||||||||||||||
| Current rates |
Vs 2019 | Current Rates |
Vs 2019 (constant) |
|||||||||||||||||
|
|
| |||||||||||||||||||
| Cigarette and THP volume share |
+30 bps | |||||||||||||||||||
| Cigarette and THP value share |
+20 bps | |||||||||||||||||||
| Non-Combustibles consumers1 |
13.5m | +3.0m | ||||||||||||||||||
| Revenue (£m) |
£ | 25,776m | -0.4% | £ | 25,776m | +3.3% | ||||||||||||||
| Profit from operations (£m) |
£ | 9,962m | +10.5% | £ | 11,365m | +4.8% | ||||||||||||||
| Operating margin (%) |
+38.6% | +380 bps | +44.1% | +100 bps | 2 | |||||||||||||||
| Diluted EPS (pence) |
278.9p | +12.0% | 331.7p | +5.5% | ||||||||||||||||
| Net cash generated from operating activities (£m) |
£ | 9,786m | +8.8% | |||||||||||||||||
| Borrowings3 (£m) |
£ | 43,968m | -3.1% | |||||||||||||||||
| Dividend per share (pence) |
215.6p | +2.5% | ||||||||||||||||||
The use of non-GAAP measures, including adjusting items and constant currencies, are further discussed on pages 48 to 53, with reconciliations from the most comparable IFRS measure provided. Note – 1. Internal estimate. 2. Movement in adjusted operating margin is provided at current rates. 3. Borrowings includes lease liabilities.
Jack Bowles, Chief Executive: “As the largest, and only truly global company in our industry, we take seriously our role to transform ourselves and demonstrate thought leadership. We have a clear purpose to reduce the harm footprint of our business. We are uniquely positioned to encourage the switch to reduced risk products.**
We operate worldwide, including the US, which represents 40% of the global industry’s value. Our well-embedded consumer-centric, multi-category strategy is activated on a global scale, leveraging our insights on consumer satisfaction, innovation needs and taste preference. We are building the brands of the future – strong, global brands, specifically positioned in each target consumer segment.
Last year we increased the number of consumers of our non-combustible products by 3m to 13.5m, doubling the rate of consumer adoption in the second half of 2020. We have excellent momentum in New Categories, with accelerating volume and value share gains.
Our investment behind New Categories has increased by a further £426m compared to 2019, enabled by a 5th consecutive year of value share growth in combustibles. Enabled by Project Quantum, we continued to simplify the company and drive efficiencies, delivering £660m of cost savings (being well on track to deliver our ambitious £1bn of savings by 2022), further supporting new capabilities investment.
**Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free and are addictive.
Our ESG targets are transformational and support our A Better Tomorrow ambition. We will track and share our progress. We are committed to reducing the health impact of our business, whilst delivering sustainable results that create long-term multi-stakeholder value”.
1
CHIEF EXECUTIVE’S STATEMENT
BUILDING A BETTER TOMORROWTM - OUR TRANSFORMATION JOURNEY
We are transforming our business to build A Better Tomorrow for our shareholders and other stakeholders. The greatest contribution we can make to society is to reduce the health impact of our global business. Above all, this means accelerating the growth of our New Categories business as fast as possible.
Our transformation journey continues to be led by our three strategic priorities:
| 🌑 | Accelerating growth in New Categories, fuelled by |
| 🌑 | Value growth in combustibles and |
| 🌑 | Benefitting from a faster, simpler, more agile business. |
We delivered against all of these priorities in 2020 despite the unprecedented challenges posed by the COVID-19 pandemic. I am deeply appreciative of the determination and resilience of our people who have helped ensure our business is strongly positioned for continued growth.
Last year, we announced several ambitious targets and are making steady progress towards achieving them. We aim to further accelerate the growth of revenue from our New Categories, reaching £5 billion by 2025. We are proud that we now have 13.5 million consumers of non-combustible products, a growth of 3 million - doubling the rate of consumer adoption in the second half of 2020. We are well on track to meet our ambition of 50 million consumers of our Non-Combustible brands worldwide by 2030.
The sustainability of our business goes beyond the financial results alone. At the centre is our continued commitment to our purpose to build A Better Tomorrow by reducing the health impact of our global business. This entails:
| 🌑 | Committing to providing adult consumers with a wide range of enjoyable and less-risky products**; |
| 🌑 | Continuing to be clear that combustible cigarettes pose serious health risks, and the only way to avoid these risks is not to start or to quit; |
| 🌑 | Encouraging those who otherwise continue to smoke, to switch completely to scientifically-substantiated, reduced-risk alternatives**; and |
| 🌑 | Tracking and sharing progress of our transformation. |
Our A Better Tomorrow purpose is underpinned by an ESG strategy which sets out clear commitments to deliver a positive impact on the environment, on society and on our employees. Chief amongst those, beyond reducing the harm impacts of our business, is achieving carbon neutrality for direct emissions (scope 1 and scope 2) by 2030. We are making good progress towards achieving these ambitions and are proud of the recognition we have received. In 2020, we:
| 🌑 | Were named in the Dow Jones Sustainability Indices (DJSI) for the 19th consecutive year; |
| 🌑 | Increased our scores with respected ESG ratings agencies, including Sustainalytics and Vigeo Eiris; |
| 🌑 | Were awarded the prestigious ‘A’ score’ for climate change by the Carbon Disclosure Project (CDP); |
| 🌑 | Maintained our BBB MCSI rating; and |
| 🌑 | Were named as a Global Top Employer for the fourth year running by the Top Employers Institute. |
As Chief Executive, I am determined that we make a positive contribution to society by transforming our business and accelerating growth of our New Categories. I am proud of our achievements, yet I am clear that there is more to do. I am excited by the prospect of the journey ahead. With our history of strong financial delivery, coupled with deep consumer insights and an innovation-led, consumer-centric, multi-category approach, we have the foundations in place to propel this great company even further forward and build A Better Tomorrow for all stakeholders.
FINANCE AND TRANSFORMATION DIRECTOR’S STATEMENT
STRONG CASHFLOW GENERATION AND ENHANCED LIQUIDITY.
BAT is a highly cash generative business. We delivered £9.8bn of net cash generated from operating activities.
During 2020, the Group further strengthened its liquidity profile and successfully raised £8.9bn in new debt (in $, € and £), in the capital markets, completed a liability management transaction repurchasing and redeeming debt that would have otherwise matured in 2021 and 2022, signed short-term bilateral facilities (with £3.4 billion available) and refinanced the Group’s £6.0 billion Revolving Credit Facility (RCF), extending its maturity and removing the financial covenant. As a result, average debt maturity is 9.9 years, with maximum annual debt maturities around £4 billion. We remain committed to our 65% dividend pay-out ratio and to balance sheet deleveraging.
**Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free and are addictive.
2
GROUP OPERATING REVIEW
TOTAL GROUP VOLUME and REVENUE
| For year ended 31 December | Volume (unit) | Reported Revenue (£m) | Adjusted Revenue (£m) | |||||||||||||||||||||||||||||||||||||
| 2020 Unit |
Change % |
2020 £m |
2019 £m |
Change % |
Adj £m |
FX £m |
2020 cc £m |
2019 £m |
Change % |
|||||||||||||||||||||||||||||||
| New Categories |
1,443 | 1,255 | +14.9% | - | 6 | 1,449 | 1,255 | +15.4% | ||||||||||||||||||||||||||||||||
| Vapour (10ml units / pods mn) |
344 | +51.9% | 611 | 401 | +52.3% | - | 4 | 615 | 401 | +53.4% | ||||||||||||||||||||||||||||||
| THP (sticks bn) |
11 | +18.9% | 634 | 728 | -12.9% | - | 2 | 636 | 728 | -12.7% | ||||||||||||||||||||||||||||||
| Modern Oral (pouches mn) |
1,934 | +62.0% | 198 | 126 | +57.1% | - | - | 198 | 126 | +57.1% | ||||||||||||||||||||||||||||||
| Traditional Oral (stick eq bn) |
8 | -0.9% | 1,160 | 1,081 | +7.2% | - | 5 | 1,165 | 1,081 | +7.7% | ||||||||||||||||||||||||||||||
| Total Non-Combustibles |
2,603 | 2,336 | +11.3% | - | 11 | 2,614 | 2,336 | +11.9% | ||||||||||||||||||||||||||||||||
| Cigarettes (sticks bn) |
638 | -4.6% | ||||||||||||||||||||||||||||||||||||||
| OTP incl RYO/MYO (stick eq bn) |
20 | -1.7% | ||||||||||||||||||||||||||||||||||||||
| Total Combustibles |
658 | -4.5% | 22,752 | 23,001 | -1.1% | - | 842 | 23,594 | 22,951 | +2.8% | ||||||||||||||||||||||||||||||
| Other |
421 | 540 | -21.7% | - | 41 | 462 | 540 | -14.4% | ||||||||||||||||||||||||||||||||
| Total |
25,776 | 25,877 | -0.4% | - | 894 | 26,670 | 25,827 | +3.3% | ||||||||||||||||||||||||||||||||
| Strategic |
19,535 | 18,793 | +4.0% | - | 571 | 20,106 | 18,793 | +7.0% | ||||||||||||||||||||||||||||||||
| Non-strategic |
6,241 | 7,084 | -11.9% | - | 323 | 6,564 | 7,034 | -6.7% | ||||||||||||||||||||||||||||||||
| Total |
25,776 | 25,877 | -0.4% | - | 894 | 26,670 | 25,827 | +3.3% | ||||||||||||||||||||||||||||||||
| Cigarettes and THP (sticks bn) |
649 | -4.3% | ||||||||||||||||||||||||||||||||||||||
Use of the term “at cc” refers to the variance between the 2020 adjusted performance, at 2019 exchange rates, against the adjusted 2019 performance.
Strong volume growth in all New Categories was offset by a 4.5% decline in combustibles. Group cigarette volume grew in the US, Brazil, Turkey, Bangladesh and Russia, but was more than offset by declines in Global Travel Retail (GTR) which was impacted by travel restrictions related to COVID-19, in South Africa (due to the unique government mandated sales ban between March and August in response to COVID-19), in Indonesia (due to outsized excise tax increases, and the delayed implementation of minimum pricing), and due to a more severe impact on consumption caused by the global pandemic in a number of emerging markets.
On a reported basis, revenue was marginally lower than the prior year (down 0.4%), with good growth in New Categories up
14.9%, supported by strong combustibles price/mix of 7.3% offset by a translational foreign exchange headwind of 3.5%, and a 4.6% decline in total cigarette volume. Excluding the foreign exchange headwind and the effect of excise on bought-in goods (in 2019), adjusted revenue grew 3.3% at constant rates of exchange, despite an estimated headwind on revenue from COVID-19 of approximately 2.5%.
Revenue from the Strategic Portfolio increased 4.0% (or 7.0% on a constant currency basis) driven by revenue growth from New Categories, robust cigarette pricing and value share gains (up 40 bps) with strong performances from our premium brands including Kent, Newport and Natural American Spirit.
PROFIT FROM OPERATIONS AND OPERATING MARGIN
| Reported PfO (£m) | Adjusted PfO (£m) | |||||||||||||||||||||||||||||||
| Operating Margin (%) | Adjusted operating margin (%) | |||||||||||||||||||||||||||||||
| 2020 | 2019 | Change | Adj | FX | 2020 cc | 2019 | Change | |||||||||||||||||||||||||
| Profit from Operations (PfO) |
9,962 | 9,016 | +10.5% | 1,403 | 296 | 11,661 | 11,130 | +4.8% | ||||||||||||||||||||||||
| Operating Margin |
38.6% | 34.8% | +380 bps | 43.7% | 43.1% | +60 bps | ||||||||||||||||||||||||||
Use of the term “at cc” refers to the variance between the 2020 adjusted performance, at 2019 exchange rates, against the adjusted 2019 performance.
Profit from operations, on a reported basis, was up 10.5 % at £9,962 million, with operating margin up 380 bps to 38.6%, driven by an improvement in the Group’s operating performance which more than offset litigation charges recognised in the US (£400 million), whilst recognising that 2019 was impacted by a number of charges that did not repeat (including in respect of the Quebec Class Action (£436 million) and an excise dispute in Russia (£202 million)).
Adjusted profit from operations and adjusted operating margin
Adjusted profit from operations at constant rates of exchange was 4.8% higher. This performance was driven by the increase in revenue, in combination with £660 million of savings driven by Quantum (through organisational change and productivity savings programmes). These efficiency gains enabled an incremental £426 million in investment in New Categories in 2020, and the delivery of adjusted operating margin up 100 bps at current rates of exchange (up 60 bps at constant rates of exchange).
3
CATEGORY PERFORMANCE REVIEW
A STEP CHANGE IN NEW CATEGORIES
| For year ended 31 December | Volume (unit) | Reported Revenue (£m) | Adjusted Revenue (£m) | |||||||||||||||||||||||||||||||||||||
| 2020 Unit |
Change % |
2020 £m |
2019 £m |
Change % |
Adj £m |
FX £m |
2020 cc £m |
2019 £m |
Change % |
|||||||||||||||||||||||||||||||
| New Categories |
1,443 | 1,255 | +14.9 | % | - | 6 | 1,449 | 1,255 | +15.4 | % | ||||||||||||||||||||||||||||||
| Vapour (10ml units / pods mn) |
344 | +51.9 | % | 611 | 401 | +52.3 | % | - | 4 | 615 | 401 | +53.4 | % | |||||||||||||||||||||||||||
| THP (sticks bn) |
11 | +18.9 | % | 634 | 728 | -12.9 | % | - | 2 | 636 | 728 | -12.7 | % | |||||||||||||||||||||||||||
| Modern Oral (pouches mn) |
1,934 | +62.0 | % | 198 | 126 | +57.1 | % | - | - | 198 | 126 | +57.1 | % | |||||||||||||||||||||||||||
| Traditional Oral (stick eq bn) |
8 | -0.9 | % | 1,160 | 1,081 | +7.2 | % | - | 5 | 1,165 | 1,081 | +7.7 | % | |||||||||||||||||||||||||||
| Total Non-Combustibles |
2,603 | 2,336 | +11.3 | % | - | 11 | 2,614 | 2,336 | +11.9 | % | ||||||||||||||||||||||||||||||
Use of the term “at cc” refers to the variance between the 2020 adjusted performance, at 2019 exchange rates, against the adjusted 2019 performance.
VUSE – VAPOUR: On track to Global Category leadership
| 🌑 | Vuse/Vype fastest growing vapour brand reaching 26% total vapour value share in the top five markets* |
| 🌑 | Vuse/Vype value share leader in four of the top five markets |
| 🌑 | Vuse gained market leadership in Canada in migration year with 46.1% value share (up 2,220 bps vs 2019) |
| 🌑 | Vuse closed system device volume share leader in the US |
Our Vuse/Vype brand delivered a strong performance, rebounding well from the EVALI crisis in 2019 and the implementation of the US flavour ban in early 2020. Total vapour revenue grew by 52% in 2020, accelerating through the second half of the year.
In the US, Vuse Alto drove total revenue from vapour up 85% in a challenging vapour market which declined 13% (in volume) in 2020. The Group achieved strong value growth in consumables and gained market leadership in closed system devices (by volume) during the year, with over 60% volume share in the final quarter of 2020. Vuse is now the market leader (by value share) in fifteen US states, and in the final quarter of 2020 Alto represented over 85% of Vuse revenue in the US up from 50% in 2019.
In the other top four markets, we:
| 🌑 | maintained our leadership positions by total vapour value share in the UK and France; |
| 🌑 | built on the momentum from 2019 to become market leader (by value) in Germany; and |
| 🌑 | became the market leader (by value share) in Canada in the second half of 2020, whilst simultaneously migrating from Vype to our global brand Vuse. |
Due to the continued success of ePod and ePen3, Vuse/Vype now holds the No.1 position (by value share) in four of the top five markets.
Despite the challenges of COVID-19 in 2020, we successfully migrated our vapour products to Vuse in a number of markets and will continue with our brand migration programme during 2021.
In January 2021, we have pilot-launched our first cannabidiol (CBD) vaping product, Vuse CBD Zone. This latest innovation will allow us, for the first time, to offer adult consumers a range of high-quality CBD vaping products from our trusted, global brand, Vuse. Initially available in Manchester, UK, it will offer adult smokers and vapers sensorial enjoyment, as Vuse CBD Zone caters to a variety of moods and moments in their busy lifestyles.
* top five markets by revenue accounting for 75% of total industry vapour revenue (closed systems)
^ source: Subscribe Pro, Magento, Shopify
4
Category Performance Review (cont..)
glo - TOBACCO HEATING PRODUCTS – Accelerating momentum driven by Hyper
| 🌑 | Device volumes +33% and consumable volumes +19% (or +29% excluding Sens) |
| 🌑 | Successful launch of Hyper in April driving glo to 14% volume share of category in key (T9) markets, an increase of 30 bps on 2019 |
| 🌑 | glo reached total volume share in Japan at 5.9% (December 2020) driven by glo Hyper, up 85 bps on 2019 |
| 🌑 | Further market rollouts and strong innovation pipeline driving good momentum into 2021 |
glo Hyper was successfully launched in Japan in April and rolled out across ENA mainly in the second half of the year. Hyper is the first to world THP launched with induction heating which provides a step change in consumer satisfaction, driven by 30% more tobacco, faster heating and a boost button. This has resulted in conversion ratios 50% higher than previous glo launches. The success of Hyper was achieved despite the impact of COVID-19 restrictions as the launch and ongoing marketing campaigns were successfully switched to digital.
THP consumable volume grew 18.9% in 2020 to 10.7 billion sticks (being growth of 29% excluding Sens), as the success of Hyper more than offset a tough comparator due to the product launches in the final quarter of 2019. Revenue was down 12.9% in 2020 due to the decision to withdraw Sens from the market during the second half of 2020 (being a deduction to revenue of £50 million) and excise harmonisation in Japan.
In Japan, glo grew 85 bps (versus December 2019) to achieve a record volume share of total nicotine of 5.9%, with THP category share of close to 20%, driven by the strong performance of glo Hyper (which already represents more than 50% of our portfolio). Temporary revenue weakness was driven by the withdrawal of Sens and excise harmonisation referred to above. With glo capturing over 30% of category growth post excise increase, we are confident that we will return to volume and revenue growth in Japan in 2021.
In ENA, strong momentum after the glo Hyper launch in Russia and Ukraine continued through the second half of the year with glo volume share (of cigarettes and THP) in Russia at 1.4% in December 2020, and glo’s volume share of THP more than doubling from 7.6% in June 2020 to 15.5% in December 2020. Since the launch of Hyper in pilot cities in Italy, glo has more than tripled its volume share of category to 7.8% (December 2020), with retention rates doubling.
In 2020, we successfully leveraged our digital capabilities, adapting our commercial and marketing campaigns and resulting in a 1.5x increase in earned social media versus 2019, with Hyper the highest interest THP new product launch recorded. Our e-commerce channel is starting to gain critical mass and scale to be an important driver of our performance going forward.
Looking into 2021, we will look to consolidate Hyper’s success with further market rollouts planned. In addition, continuous product enhancements in both consumables and devices are expected to build upon the performance in the final quarter of 2020 in Japan, Italy, Russia and Romania, providing momentum for further success in 2021.
VELO - MODERN ORAL – Continued share gain in a fast growth category
| 🌑 | Strong global volume and revenue growth, up 62% and 57%, respectively |
| 🌑 | Consolidating Modern Oral category leadership in Scandinavia and growing share of total oral market |
| 🌑 | US portfolio strengthened by the acquisition of Dryft, with national rollout continuing in early 2021 |
| 🌑 | Future opportunity in Emerging Markets as affordable New Category proposition |
We consolidated our leadership position in Modern Oral outside the US (whilst strengthening our position in the US with an expanded portfolio), with strong global volume and revenue growth up 62% and 57%, respectively.
In ENA, where we are the clear market leader with 71% volume share of Modern Oral in the key markets, revenue grew 59% and is now over five times larger than in 2018, as the category continued to take volume and value share from traditional oral products. In Sweden, we grew our leadership position* in the Modern Oral category reaching 62% volume share in 2020 (2019: 56%) driven by Lyft and maintained our leadership positions* in Norway, Denmark and Switzerland. In Germany, Velo gained market leadership,* accelerating the growth of Modern Oral within the total oral category.
In the US, whilst still growing volume and revenue strongly (up 45% and 14%, respectively), the portfolio has been strengthened by the acquisition (in October 2020) of the nicotine pouch products of Dryft Sciences, LLC (Dryft). These products have been rebranded Velo and expands the US portfolio from 4 to 28 variants, with representation in the above 6mg nicotine strength segment. This acquisition marks a further step in BAT’s societal commitment to accelerate its transformation journey to build A Better TomorrowTM. With the national rollout of Velo branded Dryft products in early 2021 and a return to growth in the final quarter of 2020, we believe we have great momentum for future success. We submitted PMTAs for all Velo products ahead of the 9 September 2020 US FDA deadline.
* Leadership position in 2020 by both volume and value share of the modern oral category
5
Category Performance Review (cont..)
Pilot schemes in emerging markets are ongoing with some encouraging results in markets such as Pakistan and Indonesia. In Kenya, we have temporarily suspended sales due to local regulatory challenges and continue to engage with the local authorities. We continue to believe that Modern Oral represents an exciting opportunity to offer affordable New Category alternatives to adult nicotine consumers in emerging markets, given the absence of an electronic device and a pre-existing ritual of oral product consumption in a number of markets.
TRADITIONAL ORAL
In the Traditional Oral category, volume declined 0.9% to 8.4 billion stick equivalents. Total revenue was £1,160 million, up 7.2%, driven by price realisation of 9% in the US which accounts for 97% of revenue from the category. This was an increase of 7.7% at constant rates of exchange.
In the US, traditional oral volume declined 1.3% in 2020, with value share of moist down 25 bps and volume share down 35 bps. This was driven by Grizzly which was impacted by pricing pressures in the final quarter of 2019 and early 2020. Utilising revenue growth management techniques, value share stabilised in the second half of the year.
The Modified Risk Tobacco Product (MRTP) applications for Camel Snus were discussed by the Tobacco Products Scientific Advisory Committee (TPSAC) in September 2018. We continue to work closely with the FDA, which announced in December 2020 that it had reopened the comment period after our filing of additional information.
Outside the US, which accounts for 3% of the Group’s Traditional Oral revenue, volume was up 3%, driven by Sweden, where the Group’s Traditional Oral volume share (as a proportion of total oral) in Sweden declined 80 bps, as growth in Lundgrens was more than offset by the remainder of the portfolio, including Granit and the de-list of Knekt, and the growth of Modern Oral products.
VALUE THROUGH COMBUSTIBLES
| 🌑 | Strategic cigarette brands delivering value share growth of 40bps |
| 🌑 | Group value share growth of 20 bps |
| 🌑 | Strong pricing, with combustibles price/mix +7.3% |
Group cigarette value share increased 20 bps in 2020, driven by the continued performance of the strategic cigarette brands across each region. Higher cigarette value share in the US, Mexico, Colombia, Turkey, Russia, Bangladesh and Japan was partly offset by lower value share in Indonesia and Saudi Arabia. Group cigarette volume share grew 40 bps, driven by the strategic portfolio (up 30 bps).
The decline in Group cigarette volume of 4.6% in 2020 to 638 billion sticks (2019: 668 billion) was more than offset by strong pricing, with combustibles price/mix of 7.3%.
Volume grew in Brazil (where enhanced border security and restricted population mobility due to COVID-19 led to an increase in duty paid volume), in Turkey (driven by Kent and the local portfolio ) and in Bangladesh (driven by the continued strength of the local portfolio). Developed Markets have generally been relatively resilient during COVID-19 with little evidence of accelerated downtrading. In the US, Group cigarette volume was up 0.5% to 73 billion (2019: 73 billion), due to the performance of the strategic portfolio. In the final quarter of the year, we reintroduced Lucky Strike to the US market, ensuring a truly global footprint for the brand. This was in an industry that was estimated to be up 1.5% driven by reduced consumer switching to vapour, higher supply chain inventories and an extra selling day, and stronger consumption trends resulting from the increase in fiscal stimulus and lower gas prices.
However, due to COVID-19, production or other supply chain restrictions affected sales in several markets including Canada and Mexico. In South Africa, a total sales ban of tobacco products came into effect from March, with sales recommencing in August following the easing of lockdown restrictions. Whilst not a significant part of the Group, travel restrictions due to COVID-19 have impacted our GTR business negatively impacting Group cigarette and THP volume by an estimated 1.0%. Furthermore, volume declined in Indonesia (due to the impact of tax increases and minimum retail price compliance) and in Pakistan where illicit trade grew significantly following excise-led price increases in prior years.
6
Category Performance Review (cont..)
Volume of the strategic cigarette brands, collectively, declined 1.6% in 2020:
| 🌑 | Dunhill’s volume share was down 20 bps as growth in Romania and Netherlands was more than offset by declines in Saudi Arabia, Indonesia, Brazil, South Africa and Malaysia. Volume was 17% lower, largely due to the impact of the tax increases and minimum retail price compliance in Indonesia, the impact of COVID-19 on both South Africa (temporary sales ban in the year) and on our GTR business, and the ongoing challenging operating environment in Malaysia; |
| 🌑 | Kent’s volume share was up 10 bps as growth in Brazil, Saudi Arabia, Turkey and Russia more than offset lower volume share in Romania and Japan. Volume was up 2.0% as growth in Brazil, across the Middle East (including Saudi Arabia), Russia and Turkey more than offset lower volume in Japan; |
| 🌑 | Lucky Strike’s volume share grew 10 bps, as growth across AMSSA (particularly Brazil, Colombia and Argentina) and in Japan more than offset lower volume share in Indonesia, Spain and France. Volume declined 2.0% driven by the impact of the tax increases and minimum retail price compliance in Indonesia and lower volume in France and Spain. These more than offset the higher volume in Brazil, Japan and Argentina. Lucky Strike was reintroduced in the US in the final quarter of the year; |
| 🌑 | Rothmans’ volume share was 20 bps higher as growth in Brazil, Colombia, New Zealand, Malaysia, Russia and Ukraine was partly offset by Pakistan and Turkey. Volume was 6.1% higher as growth in Brazil, Pakistan and Bulgaria more than offset lower volume in Ukraine and Turkey; |
| 🌑 | Pall Mall’s volume share was stable as growth in Pakistan, Australia, Mexico, South Africa, Chile and Canada was offset by lower volume share in New Zealand, Saudi Arabia, the US and Argentina. Volume was 6.0% lower, largely driven by Pakistan, Saudi Arabia and South Africa; and |
| 🌑 | The Group’s US domestic strategic combustibles portfolio performed well: |
| 🌑 | Newport volume share increased 40 bps, while volume grew 2.3%, driven by both menthol and non-menthol variants; |
| 🌑 | Natural American Spirit performed well with volume share up 10 bps on 2019. Volume was up 6.0% against 2019; and |
| 🌑 | Camel’s volume share declined 10 bps with volume ahead of the same period of 2019 by 1.2%. |
Volume of other tobacco products (OTP) declined 1.7% to 20 billion sticks equivalent (being 3% of the Group’s combustible portfolio).
Revenue from combustibles was down 1.1% at £22,752 million (2019: £23,001 million) with a translational foreign exchange headwind of 3.7% more than offsetting the impact of higher pricing across the Group. After adjusting for currency and the short-term impact of excise on bought in goods that impacted 2019, adjusted revenue from combustibles at constant rates of exchange was up 2.8% at £23,594 million (2019: £22,951 million) driven by good pricing notably in the US, Russia, Germany, Canada, Australia, Mexico and Pakistan. This more than offset the impact of lower volume and absorption of the estimated 2.5% COVID-19 headwind.
SIMPLIFYING THE BUSINESS – stronger, simpler, faster.
In 2020, we realised the benefits of the first phase of Quantum. Alongside greater organisational speed and agility, and through productivity savings programmes, Quantum drove £660 million of gross savings during the year. The first phase of Quantum is largely complete with the headcount reduction savings materialised, however further work on core processes and ways of working simplification is ongoing.
Phase 2 will build on this success with the organisation ready for project rollouts from the beginning of 2021 covering areas such as operational efficiency, route to market focus and supply chain productivity. The key objective in 2020 was to finalise the operational design of Phase 2, running pilots in the second half of 2020 in a few strategically important geographies with the aim to use the learnings to fine-tune the design and methodology to support a successful wider roll-out programme in 2021 and beyond. We are well on track to deliver the target of £1 billion total annualised cost savings from Quantum by the end of 2022, in addition to benefits from our Revenue Growth Management and Marketing Effectiveness initiatives.
The savings from Quantum are being used to fund investment in New Categories leveraging new capabilities. We are attracting new talent from a diverse range of industries globally, in areas such as: IP, insights and analytics, product innovation, design and technology, and digital media. These skills are supporting our work into foresights beyond nicotine (as demonstrated by the launch of the Group’s first CBD product in the UK), 21st century brand building, direct to consumer marketing and e-commerce, and advanced digital and data analytics. In addition, in 2020 the increased agility brought about through Quantum and our diverse geographic footprint enabled us to quickly and effectively adapt and navigate the challenges caused by the global pandemic.
At the end of 2019 we established our corporate venturing unit, Btomorrow Ventures (BTV) and made excellent progress in 2020. During the course of the year, BTV made investments in eight small, innovative technology and consumer businesses, providing us with an exciting capability ecosystem for the future.
7
REGIONAL REVIEW
The performances of the regions are discussed below. The following discussion is based upon the Group’s internal reporting structure.
UNITED STATES (US):
| Volume (unit) | Reported Revenue (£m) | Adjusted Revenue (£m) | ||||||||||||||||||||||||||||||||||||||
| For year ended 31 December | 2020 Unit |
Change % |
2020 £m |
2019 £m |
Change % |
Adj £m |
FX £m |
2020 cc £m |
2019 £m |
Change % |
||||||||||||||||||||||||||||||
| New Categories |
394 | 217 | +81.9% | - | 2 | 396 | 217 | +82.9% | ||||||||||||||||||||||||||||||||
| Vapour (10ml units / pods mn) |
174 | +69.7% | 383 | 207 | +85.1% | - | 2 | 385 | 207 | +86.1% | ||||||||||||||||||||||||||||||
| THP (sticks bn) |
- | -% | 1 | 1 | 0.0% | - | - | 1 | 1 | +0.5% | ||||||||||||||||||||||||||||||
| Modern Oral (pouches mn) |
162 | +45.0% | 10 | 9 | +13.5% | - | - | 10 | 9 | +14.1% | ||||||||||||||||||||||||||||||
| Traditional Oral (stick eq bn) |
7.5 | -1.3% | 1,126 | 1,052 | +7.0% | - | 5 | 1,131 | 1,052 | +7.6% | ||||||||||||||||||||||||||||||
| Total Non-Combustibles |
1,520 | 1,269 | +19.8% | - | 7 | 1,527 | 1,269 | +20.4% | ||||||||||||||||||||||||||||||||
| Total Combustibles (sticks bn) |
73 | +0.5% | 9,926 | 9,078 | +9.3% | - | 54 | 9,980 | 9,078 | +9.9% | ||||||||||||||||||||||||||||||
| Other |
27 | 26 | +4.6% | - | 2 | 29 | 26 | +5.1% | ||||||||||||||||||||||||||||||||
| Total |
11,473 | 10,373 | +10.6% | - | 63 | 11,536 | 10,373 | +11.2% | ||||||||||||||||||||||||||||||||
| Reported PfO (£m) | Adjusted PfO (£m) | |||||||||||||||||||||||||||||||||||||||
| Margin (%) | Adjusted operating margin (%) | |||||||||||||||||||||||||||||||||||||||
| 2020 | 2019 | Change | Adj | FX | 2020 cc | 2019 | Change | |||||||||||||||||||||||||||||||||
| Profit from Operations (PfO) |
4,975 | 4,410 | +12.8% | 809 | 32 | 5,816 | 5,036 | +15.5% | ||||||||||||||||||||||||||||||||
| Operating Margin |
43.4% | 42.5% | +90 bps | 50.4% | 48.5% | +190 bps | ||||||||||||||||||||||||||||||||||
Use of the term “at cc” refers to the variance between the 2020 adjusted performance, at 2019 exchange rates, against the adjusted 2019 performance.
| • | Vuse revenue growth of over 80% in a recovering market |
| • | Portfolio strengthened in Modern Oral through Dryft acquisition |
| • | Strong cigarette pricing and cigarette volume driving revenue growth |
| • | Value and volume share gains in combustibles led by premium brands |
Regional Revenue and Profit from operations
Reported revenue increased by 10.6%, or by 11.2% excluding an unfavourable impact from the relative movement of sterling against the US dollar. This was driven by strong cigarette and traditional oral pricing and continued value share gains in Vuse and combustibles.
Reported profit from operations rose by 12.8%, driven by increased revenue and efficiency gains realised through Quantum and marketing spend effectiveness measures. These more than offset higher investment in New Categories and charges recognised in the year in respect of developments in cases regarding payment obligations under the state settlement agreements with Florida, Texas, Mississippi and Minnesota for brands previously sold to a third party. A total charge of £400 million was recognised following a decision in the Florida court (about which the Group will continue to pursue indemnification remedies in a Delaware court) and following settlement discussions with other manufacturers and the states of Texas, Mississippi and Minnesota.
Adjusted profit from operations growth of 14.9%, or 15.5% excluding currency, was delivered with revenue growth and savings from the Quantum re-organisation programme. This allowed further investment into New Categories of over £100 million to drive awareness and trial.
New Categories
In vapour, Vuse revenue was up 85%, or 86% at constant rates of exchange, well ahead of the industry. Vuse consumable volumes increased by 70%, driving total vapour value share higher (to 25% in 2020 from 17%) for 2019. Vuse Alto was the driving force of this growth, and in the final quarter of 2020 represented over 85% of Vuse revenues in the US, up from 50% in 2019. Industry vapour volumes were down 13.1% following the EVALI crisis in the second half of 2019 and the implementation of the flavour regulations in early 2020. However, the sequential recovery continued over the second half of 2020 with industry growth from Q2 onwards.
8
Regional Review
United States cont…
In Modern Oral, Velo revenue increased 13.5% in 2020 (or 14.1% at constant rates of exchange) with volume up 45%. The portfolio has been strengthened by the acquisition (in October 2020) of the nicotine pouch products of Dryft Sciences, LLC (Dryft). These products have been rebranded Velo and expands the US portfolio from 4 to 28 variants, with representation in the above 6mg nicotine strength segment. With the national rollout of Velo branded Dryft products in early 2021 and a return to growth in the final quarter of 2020, we have great momentum for 2021.
PMTAs were submitted ahead of the 9 September 2020 deadline for four Vuse products (Alto, Solo, Ciro and Vibe) and for Velo modern oral products from both our existing portfolio and the recently acquired Dryft products. We expect to hear more on their progress over the course of 2021.
Traditional Oral
Traditional Oral revenue grew 7.0% (or 7.6% at constant rates of exchange), driven by strong pricing of 9%. Traditional Oral volume declined 1.3% in 2020, with value share of moist down 25 bps and volume share down 35 bps. This was driven by Grizzly which was impacted by pricing pressures in the final quarter of 2019 and early 2020. Utilising revenue growth management techniques, value share has stabilised in the second half of the year.
The MRTP applications for Camel Snus remains under review having been discussed by the TPSAC in September 2018. We continue to work closely with the FDA, which announced in December 2020 that it had reopened the comment period after our filing of additional information.
Combustibles
Combustibles revenue grew 9.3% or 9.9% at constant rates of exchange, driven by value share gains and strong pricing (with four rounds of price increases announced in the year). Cigarette volume was up 0.5% to 73 billion sticks (2019: 73 billion sticks), due to the performance of the strategic portfolio whilst Lucky Strike was reintroduced in the final quarter of the year. This was in an industry that was estimated to be up 1.5% due to reduced consumer switching to vapour, higher supply chain inventories (in response to COVID-19 and the timing of price increases), an extra selling day and resilient consumer demand resulting from the increase in fiscal stimulus and lower gas prices.
Total cigarette value share increased 45 bps, with volume share up 10 bps, driven by our premium brands Newport and Natural American Spirit. Combustibles price/mix rose by 9.4%, driven by four price increases announced in the year, positive brand mix and including the impact of our revenue growth management programme. We continue to experience no acceleration in downtrading.
We will continue to monitor the regulatory developments yet we do not believe there is any significant impact of such restrictions on the Group’s operations at this time. The FDA’s “2020 Unified Agenda” did not progress the potential regulations with regards to menthol in tobacco products or restrictions to nicotine in tobacco products.
9
Regional Review
ASIA-PACIFIC AND MIDDLE EAST (APME):
| Volume (unit) | Reported Revenue (£m) | Adjusted Revenue (£m) | ||||||||||||||||||||||||||||||||||||||
| For year ended 31 December | 2020 Unit |
Change % |
2020 £m |
2019 £m |
Change % |
Adj £m |
FX £m |
2020 cc £m |
2019 £m |
Change % |
||||||||||||||||||||||||||||||
| New Categories |
514 | 675 | -24.0% | - | (7 | ) | 507 | 675 | -25.0% | |||||||||||||||||||||||||||||||
| Vapour (10ml units / pods mn) |
6 | +385% | 15 | 4 | +255% | - | - | 15 | 4 | +260% | ||||||||||||||||||||||||||||||
| THP (sticks bn) |
7.4 | -6.5% | 497 | 671 | -26.0% | - | (7 | ) | 490 | 671 | -27.1% | |||||||||||||||||||||||||||||
| Modern Oral (pouches mn) |
86 | N/M | 2 | - | N/M | - | - | 2 | - | N/M | ||||||||||||||||||||||||||||||
| Traditional Oral (stick eq bn) |
- | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
| Total Non-Combustibles |
514 | 675 | -24.0% | - | (7 | ) | 507 | 675 | -25.0% | |||||||||||||||||||||||||||||||
| Total Combustibles (sticks bn) |
200 | -7.2% | 3,935 | 4,387 | -10.3% | - | 113 | 4,048 | 4,387 | -7.7% | ||||||||||||||||||||||||||||||
| Other |
88 | 91 | -1.3% | - | 1 | 89 | 91 | -0.4% | ||||||||||||||||||||||||||||||||
| Total |
4,537 | 5,153 | -11.9% | - | 107 | 4,644 | 5,153 | -9.9% | ||||||||||||||||||||||||||||||||
| Reported PfO (£m) | Adjusted PfO (£m) | |||||||||||||||||||||||||||||||||||||||
| Margin (%) | Adjusted operating margin (%) | |||||||||||||||||||||||||||||||||||||||
| 2020 | 2019 | Change | Adj | FX | 2020 cc | 2019 | Change | |||||||||||||||||||||||||||||||||
| Profit from Operations (PfO) |
1,472 | 1,753 | -16.0% | 381 | 56 | 1,909 | 2,059 | -7.3% | ||||||||||||||||||||||||||||||||
| Operating Margin |
32.4% | 34.0% | -160 bps | 41.1% | 40.0% | +110 bps | ||||||||||||||||||||||||||||||||||
Use of the term “at cc” refers to the variance between the 2020 adjusted performance, at 2019 exchange rates, against the adjusted 2019 performance. N/M – not meaningful
| ● | glo volume growth, driven by Hyper launch, offset by Japan excise increase |
| ● | COVID-19 lockdowns impacted revenue across the region |
| ● | Gradual recovery following the easing of lockdown restrictions in H2 2020 |
| ● | Quantum programme and cost savings enable adjusted operating margin expansion |
Regional Revenue and Profit from operations
Reported revenue declined 11.9% at current exchange rates and by 9.9% on a constant currency basis as value market share gains in combustibles were more than offset by a reduction in combustible volume, which fell 7.2%, largely driven the impacts of COVID-19 on GTR and other key markets and the impact of excise increases and minimum pricing in Indonesia.
Reported profit from operations fell 16.0% as the impact of COVID-19 in a number of markets including GTR, the recognition of costs related to the ongoing factory rationalisation programme (principally in Southeast Asia) and unfavourable foreign exchange movements more than offset the efficiencies realised through Quantum. In 2020, the Group recognised an impairment in goodwill in respect of the ongoing difficult trading environment in Malaysia (£197 million), following an impairment in Indonesia
(£172 million) in 2019.
Excluding adjusting items, adjusted profit from operations fell 7.3% at constant rates of exchange, due to the decline in revenue. However, savings from Project Quantum and productivity initiatives including our factory rationalisation programme drove margin expansion of 110 bps.
New Categories
In THP, consumable volume fell 6.5% to 7.4 billion sticks (2019: 7.9 billion), as the launch of glo Hyper was more than offset by excise harmonisation impacting the industry and by a strong comparator period that included the launch of glo Pro, glo Nano and glo Sens. In 2020, as the performance of Sens was not as expected, a decision to withdraw that variant was taken. This acted as a £50 million drag on revenue which, combined with the impact of harmonisation of excise in Japan, led to a decline in revenue of 26% (or 27% excluding the impact of currencies). However, in Japan, the largest THP market in the world, glo’s volume share increased to 5.9% in December 2020, up 85 bps compared to 2019, driven by glo Hyper’s launch in April 2020.
Combustibles
Revenue from combustibles fell 10.3% at current rates, and by 7.7% on a constant currency basis, as pricing in Australia and Pakistan was more than offset by a 7.2% decline in combustible volume. Higher volume in Bangladesh was more than offset by the impact of COVID-19 in a number of markets, notably within GTR, an increase in local taxes combined with the minimum retail price compliance in Indonesia, and the continued increase in illicit trade in Pakistan (following an excise-led price increase in 2019).
Value share increased 10 bps, with volume share up 55 bps, as volume share gains (including in Bangladesh, Japan, Pakistan and Malaysia) more than offset losses in Saudi Arabia and Indonesia.
10
Regional Review
AMERICAS AND SUB-SAHARAN AFRICA (AMSSA):
| Volume (unit) | Reported Revenue (£m) | Adjusted Revenue (£m) | ||||||||||||||||||||||||||||||||||||||
| For year ended 31 December |
|
2020
Unit |
|
|
Change
% |
|
|
2020
£m |
|
|
2019
£m |
|
|
Change
% |
|
|
Adj
£m |
|
|
FX
£m |
|
|
2020 cc
£m |
|
|
2019
£m |
|
|
Change
% |
| ||||||||||
| New Categories |
66 | 44 | +51.3% | - | 2 | 68 | 44 | +57.1% | ||||||||||||||||||||||||||||||||
| Vapour (10ml units / pods mn) |
31 | +118% | 65 | 43 | +52.8% | - | 3 | 68 | 43 | +58.6% | ||||||||||||||||||||||||||||||
| THP (sticks bn) |
- | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
| Modern Oral (pouches mn) |
19 | +142% | 1 | 1 | -49.8% | - | (1 | ) | 0 | 1 | -47.3% | |||||||||||||||||||||||||||||
| Traditional Oral (stick eq bn) |
- | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
| Total Non-Combustibles |
66 | 44 | +51.3% | - | 2 | 68 | 44 | +57.1% | ||||||||||||||||||||||||||||||||
| Total Combustibles (sticks bn) |
149 | -3.8% | 3,535 | 3,992 | -11.4% | - | 508 | 4,043 | 3,992 | +1.3% | ||||||||||||||||||||||||||||||
| Other |
171 | 225 | -24.3% | - | 39 | 210 | 225 | -7.2% | ||||||||||||||||||||||||||||||||
| Total |
3,772 | 4,261 | -11.5% | - | 549 | 4,321 | 4,261 | +1.4% | ||||||||||||||||||||||||||||||||
| |
Reported PfO (£m) Margin (%) |
|
|
Adjusted PfO (£m) Adjusted operating margin (%) |
|
|||||||||||||||||||||||||||||||||||
| 2020 | 2019 | Change | Adj | FX | 2020 cc | 2019 | Change | |||||||||||||||||||||||||||||||||
| Profit from Operations (PfO) |
1,553 | 1,204 | +29.0% | 65 | 178 | 1,796 | 1,842 | -2.5% | ||||||||||||||||||||||||||||||||
| Operating Margin |
41.2% | 28.3% | +1,290 bps | 41.6% | 43.2% | -160 bps | ||||||||||||||||||||||||||||||||||
Use of the term “at cc” refers to the variance between the 2020 adjusted performance, at 2019 exchange rates, against the adjusted 2019 performance.
| ● | Revenue growth of over 50% in New Categories, led by Vuse |
| ● | Vuse reaches leading value share in key Canadian vapour market |
| ● | COVID-19 lockdown impact on combustibles volumes across the region – with South Africa revenue rapidly recovering from sales suspension |
Regional Revenue and Profit from operations
Reported revenue declined 11.5%, predominantly due to a translational foreign exchange headwind caused by the relative strength of sterling against a number of currencies, particularly the Brazilian real, Chilean peso, Mexican peso and the South African rand. On a constant currency basis, revenue grew by 1.4% as cigarette pricing and New Categories revenue growth more than offset lower cigarette volume and the impact of the COVID-19 related sales restrictions, notably in South Africa.
Reported profit from operations grew 29.0% to £1,553 million, largely from the absence of the £436 million charge in the prior period in relation to the Quebec class action. Excluding adjusting items in both periods, adjusted profit from operations declined 2.5% on a constant currency basis, as the growth in revenue was more than offset by the impact of COVID-19 which led to supply restrictions in South Africa and additional supply chain costs elsewhere (estimated to be £57 million) to manage the operational volatility.
New Categories
In vapour, during 2020 the Group gained leadership in Canada with total value share up 2,220 bps (compared to 2019) to 46% in 2020 driven by the growth of the ePod variant and supported by the migration to Vuse from Vype.
Growth in Canada was partially offset by the restrained performance in South Africa where sales of vapour products were suspended, alongside those of cigarettes, between March and August 2020 as part of the country’s COVID-19 response. Since the lifting of the sales suspension, our vapour operations have started to recover, and we remain confident of the category potential in South Africa, yet we recognised an impairment of Twisp of £11 million in 2020 ahead of the planned migration to Vuse.
Combustibles
Combustibles revenue fell 11.4% largely due to a negative translational foreign exchange impact. Revenue grew 1.3% at constant rates of exchange as price/mix and value share gains (particularly in Mexico and Colombia) of 30 bps more than offset combustibles volume decline of 3.8%. The lower volume was largely due to industry-wide contractions following the impact of COVID-19 in a number of markets, particularly from the sales suspension in South Africa, but also from temporary periods of supply chain disruption in other markets such as Mexico and Argentina. This was partially offset by an increase in duty paid cigarette volume in Brazil as COVID-19 related lockdowns and increased border security led to a reduction in illicit trade.
11
Regional Review
EUROPE AND NORTH AFRICA (ENA):
| Volume (unit) | Reported Revenue (£m) | Adjusted Revenue (£m) | ||||||||||||||||||||||||||||||||||||||
| For year ended 31 December |
|
2020
Unit |
|
|
Change
% |
|
|
2020
£m |
|
|
2019
£m |
|
|
Change
% |
|
|
Adj
£m |
|
|
FX
£m |
|
|
2020 cc
£m |
|
|
2019
£m |
|
|
Change
% |
| ||||||||||
| New Categories |
469 | 319 | +46.7% | - | 9 | 478 | 319 | +49.6% | ||||||||||||||||||||||||||||||||
| Vapour (10ml units / pods mn) |
133 | +23.0% | 148 | 147 | +0.4% | - | (1 | ) | 147 | 147 | +0.2% | |||||||||||||||||||||||||||||
| THP (sticks bn) |
3.3 | +203% | 136 | 56 | +143% | - | 9 | 145 | 56 | +159% | ||||||||||||||||||||||||||||||
| Modern Oral (pouches mn) |
1,667 | +55.6% | 185 | 116 | +58.5% | - | 1 | 186 | 116 | +59.3% | ||||||||||||||||||||||||||||||
| Traditional Oral (stick eq bn) |
0.9 | +2.8% | 34 | 29 | +16.2% | - | - | 34 | 29 | +14.2% | ||||||||||||||||||||||||||||||
| Total Non-Combustibles |
503 | 348 | +44.1% | - | 9 | 512 | 348 | +46.6% | ||||||||||||||||||||||||||||||||
| Total Combustibles (sticks bn) |
236 | -4.1% | 5,356 | 5,544 | -3.4% | - | 167 | 5,523 | 5,494 | +0.5% | ||||||||||||||||||||||||||||||
| Other |
135 | 198 | -31.6% | - | (1 | ) | 134 | 198 | -31.7% | |||||||||||||||||||||||||||||||
| Total |
5,994 | 6,090 | -1.6% | - | 175 | 6,169 | 6,040 | +2.1% | ||||||||||||||||||||||||||||||||
| |
Reported PfO (£m) Margin (%) |
|
|
Adjusted PfO (£m) Adjusted operating margin (%) |
|
|||||||||||||||||||||||||||||||||||
| 2020 | 2019 | Change | Adj | FX | 2020 cc | 2019 | Change | |||||||||||||||||||||||||||||||||
| Profit from Operations (PfO) |
1,962 | 1,649 | +19.0% | 148 | 30 | 2,140 | 2,193 | -2.4% | ||||||||||||||||||||||||||||||||
| Operating Margin |
32.7% | 27.1% | +560 bps | 34.7% | 36.3% | -160 bps | ||||||||||||||||||||||||||||||||||
Use of the term “at cc” refers to the variance between the 2020 adjusted performance, at 2019 exchange rates, against the adjusted 2019 performance.
| ● | 50% New Categories revenue growth at constant currencies |
| ● | glo Hyper launch drives more than doubling of THP revenue |
| ● | Immaterial impact of EU Menthol ban on combustibles |
| ● | Significant New Categories investment leads to adjusted operating margin contraction |
Regional Revenue and Profit from operations
Reported revenue reduced 1.6% at current rates due to translational foreign exchange headwinds. Adjusted revenue increased 2.1% at constant rates as combustible pricing across the region and 49.6% growth in New Categories revenue more than offset combustibles volume declines.
Reported profit from operations increased 19.0%, largely due to the absence of the £202 million charge in respect of the Russian excise dispute that impacted the prior year. Adjusted profit from operations at constant rates was down 2.4% as higher revenue and Quantum cost savings were more than offset by increased investment behind New Categories (up over £200 million).
New Categories
Vapour revenue increased slightly (up 0.4%) as consumable volume growth of 23.0% (despite the impact of COVID-19 on our vape stores) was offset by marketing investment to drive consumer activation, which is recognised as a deduction to revenue, in line with IFRS 15 Revenue from Contracts with Customers. Vype grew across the region and saw record vapour value shares as the Group consolidated value share leadership positions in the key markets of France and Germany. In the UK, the Group maintained its value share leadership position as Vype’s good performance was moderated by a reduction in Ten Motives and the remainder of the local portfolio.
In January 2021, we have pilot-launched our first CBD vaping product, Vuse CBD Zone. This latest innovation will allow us, for the first time, to offer adult consumers a range of high-quality CBD vaping products from our trusted, global brand, Vuse. Initially available in Manchester, UK, it will offer adult smokers and vapers sensorial enjoyment, as Vuse CBD Zone caters to a variety of moods and moments in their busy lifestyles.
THP volumes tripled and revenue more than doubled driven by the launch of glo Hyper in a number of markets across the region and the continued progress of glo Pro. glo has grown volume share in key THP markets since the launch of glo Hyper, including in Russia, where glo volume share reached 1.4% (in December 2020), doubling its volume share of the THP category from 7.6% in June 2020 to 15.5% in December 2020. Since the launch of Hyper in pilot cities in Italy, glo has more than tripled its volume share of category to 7.8% (December 2020), with retention rates doubling.
In Modern Oral, revenue grew 58.5%, led by 55.6% volume growth and positive price/mix. The Group continued to grow its volume share of the total oral category in more established markets such as Sweden and Norway, while also building the overall oral category, and our volume share within it, in Denmark and Switzerland.
12
Regional Review
EUROPE AND NORTH AFRICA (ENA) cont…
Combustibles
Combustibles revenue fell 3.4% at current rates but grew 0.5% excluding the impact of foreign exchange. Combustibles volume declined 4.1% as higher volume in Turkey (driven by Kent and the local portfolio) was more than offset by industry volume contraction in a number of markets, partly due to COVID-19. Cigarette value share was in line with the prior year, with cigarette volume share up 30 bps, driven by Russia and Turkey partly offset by France, Spain, Netherlands, Denmark, Switzerland and the UK.
In 2020, menthol bans were introduced in Turkey, the UK and the EU. The Group has a long standing track record of managing regulatory shifts and has successfully navigated the menthol ban in combustibles with an increase in consumer retention across the nicotine delivery product range as consumers have either migrated to our New Categories portfolio or switched to non-menthol combustible products.
13
OTHER FINANCIAL INFORMATION
ANALYSIS OF PROFIT FROM OPERATIONS AND DILUTED EARNINGS PER SHARE BY SEGMENT
| 2020 | 2019 | |||||||||||||||||||||||||||||||
| For year 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 |
||||||||||||||||||||||||||||||||
| US |
4,975 | 809 | 5,784 | 32 | 5,816 | 4,410 | 626 | 5,036 | ||||||||||||||||||||||||
| APME |
1,472 | 381 | 1,853 | 56 | 1,909 | 1,753 | 306 | 2,059 | ||||||||||||||||||||||||
| AMSSA |
1,553 | 65 | 1,618 | 178 | 1,796 | 1,204 | 638 | 1,842 | ||||||||||||||||||||||||
| ENA |
1,962 | 148 | 2,110 | 30 | 2,140 | 1,649 | 544 | 2,193 | ||||||||||||||||||||||||
| Total Region |
9,962 | 1,403 | 11,365 | 296 | 11,661 | 9,016 | 2,114 | 11,130 | ||||||||||||||||||||||||
| Net finance costs |
(1,745 | ) | 153 | (1,592 | ) | (20 | ) | (1,612 | ) | (1,602 | ) | 80 | (1,522 | ) | ||||||||||||||||||
| Associates and joint ventures |
455 | (13 | ) | 442 | 26 | 468 | 498 | (25 | ) | 473 | ||||||||||||||||||||||
| Profit before tax |
8,672 | 1,543 | 10,215 | 302 | 10,517 | 7,912 | 2,169 | 10,081 | ||||||||||||||||||||||||
| Taxation |
(2,108 | ) | (322 | ) | (2,430 | ) | (63 | ) | (2,493 | ) | (2,063 | ) | (438 | ) | (2,501 | ) | ||||||||||||||||
| Non-controlling interests |
(164 | ) | (8 | ) | (172 | ) | (16 | ) | (188 | ) | (145 | ) | (17 | ) | (162 | ) | ||||||||||||||||
| Profit attributable to shareholders |
6,400 | 1,213 | 7,613 | 223 | 7,836 | 5,704 | 1,714 | 7,418 | ||||||||||||||||||||||||
| Diluted number of shares (m) |
2,295 | 2,295 | 2,295 | 2,291 | 2,291 | |||||||||||||||||||||||||||
| Diluted earnings per share (pence) |
278.9 | 331.7 | 341.4 | 249.0 | 323.8 | |||||||||||||||||||||||||||
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 £1,745 million, compared to £1,602 million in 2019. This 8.9% increase was largely due to:
| ● | higher finance costs in respect of a change in mix of borrowings towards US dollar during the year as the Group issued bonds totalling US$8.7 billion, €1.7 billion and £0.5 billion; and |
| ● | the net impact of the charges incurred in relation to the redemptions and tender offer to repurchase certain bonds undertaken in 2020 to de-risk the Group’s future financing programme. |
On a constant currency basis, and after adjusting for items including the charges in relation to the redemptions and tender offer, finance costs related to the Franked Investment Income Group Litigation Order (FII GLO, as described on page 43) and net credit interest of £10 million (largely in respect of the Russia excise dispute), adjusted net finance costs were £1,612 million, an increase of 5.9%. 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 decreased from £498 million to £455 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 9.3% lower at £440 million (2019: £485 million), primarily due to the impact of COVID-19, particularly in the second half of the year as ITC experienced unprecedented business disruption. This more than offset the full year effect of the lower corporate tax following the change in rates in India which came into effect in 2019.
Excluding adjusting items of £13 million (2019: £25 million) related to the £17 million (2019: £25 million) deemed gain on dilution of the Group’s holding in ITC as described on page 35, partially offset by £4 million (2019: £nil) being the Group’s share of charges recognised by ITC in respect of the cost of leaf tobacco stocks destroyed in a third-party warehouse fire 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 decreased 1.2% to £468 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.
14
Other Financial Information
TAXATION
The tax rate in the income statement was a charge of 24.3% (2019: 26.1%). The Group’s tax rate is affected by the impact of the adjusting items referred to on pages 33 to 35 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 38 was 24.9% in 2020 (2019: 26.0%). The decrease largely reflects the impact of Indian tax reform and mix of profits in the year. A full reconciliation from taxation on ordinary activities to the underlying tax rate is provided on page 51.
The COVID-19 corporate tax relief affecting the Group in 2020 mainly related to the deferral of instalment payments within the calendar year.
EARNINGS PER SHARE
Basic earnings per share were up 12.1% at 280.0p (2019: 249.7p) driven by the growth in operational performance and a lower effective tax rate, offset by higher net finance costs and a reduction in returns from associates and joint ventures.
Furthermore, whilst 2020 included charges in the US with regards to litigation related to the MSA on brands sold to a third party and the impairment of Malaysia goodwill, these were more than offset by the charges in 2019 in respect of Canada, the Russian excise dispute and the impairment of goodwill in Indonesia.
Before adjusting items and including the dilutive effect of employee share schemes, adjusted diluted earnings per share grew by 2.4% to 331.7p (2019: 323.8p). On a constant translational foreign exchange basis, adjusted diluted earnings per share were 5.5% higher at 341.4p. For a full reconciliation of diluted earnings per share to adjusted diluted earnings per share, at constant rates, see page 52.
CASH FLOW
| For year ended 31 December | ||||||||||||
| 2020 | 2019 | Change | ||||||||||
| £m | £m | % | ||||||||||
| Net cash generated from operating activities |
9,786 | 8,996 | +8.8% | |||||||||
| As at 31 December | ||||||||||||
| 2020 | 2019 | Change | ||||||||||
| £m | £m | % | ||||||||||
| Borrowings (including lease liabilities) |
43,968 | 45,366 | -3.1% | |||||||||
In the Group’s cash flow, prepared in accordance with IFRS and presented on page 31, net cash generated from operating activities increased by 8.8% to £9,786 million (2019: £8,996 million) primarily due to the higher profit from operations coupled with favourable working capital movements (notably in US driven by favourable timing of MSA payments) and higher dividends from the Group’s associate ITC. These were partially offset by the payment in 2020 of settlement in respect of the prior periods excise dispute in Russia (£205 million), US litigation (including £169 million in respect of the developments in cases regarding payment obligations under the state settlement agreements with Florida, Texas, Mississippi and Minnesota for brands previously sold to a third party described earlier) and working capital movements driven by COVID-19 of £131 million.
15
Other Financial Information
BORROWINGS AND NET DEBT
Borrowings (including lease liabilities) were £43,968 million at 31 December 2020, a decrease of 3.1% (31 December 2019: £45,366 million) largely due to the net repayment of borrowings in the year and a foreign exchange tailwind due to the relative movements of the US dollar against sterling.
The Group remains confident about its ability to access the debt capital markets successfully and reviews its options on a continuing basis.
In 2020, the Group undertook to de-risk the Group’s repayment profile by issuing new debt (leading to average centrally managed debt maturity being 9.9 years at 31 December 2020 (9.1 years at 31 December 2019)) and using part of the proceeds to repurchase and redeem higher coupon debt maturing in 2021 and 2022. The effect of the early redemption was to reduce the amount of debt due for repayment in 2022, thereby reducing repayment and refinancing risk given the uncertainty related to COVID-19 and associated volatility in the markets.
Also in 2020, in the context of COVID-19, the Group arranged short-term bilateral facilities with core relationship banks, with £3.4 billion available at 31 December 2020, further strengthening the Group’s liquidity position and providing an alternative source of cost-effective, short-term funding for the Group. At 31 December 2020, the facilities were undrawn. As part of the management of liquidity, funding and interest rate risk, the Group regularly evaluates market conditions and may enter into transactions, from time to time, to repurchase outstanding debt, pursuant to open market purchases, tender offers or other means.
The Group defines net debt as borrowings including related derivatives, less cash and cash equivalents and current investments held at fair value. Closing net debt was £40,241 million (31 December 2019: £42,574 million). A reconciliation of borrowings to net debt is provided below.
| As at 31 December | ||||||||||||
| 2020 | 2019 | Change | ||||||||||
| £m | £m | % | ||||||||||
| Borrowings (including lease liabilities) |
(43,968 | ) | (45,366 | ) | -3.1% | |||||||
| Derivatives in respect of net debt |
346 | 143 | +142% | |||||||||
| Cash and cash equivalents |
3,139 | 2,526 | +24.3% | |||||||||
| Current investments held at fair value |
242 | 123 | +96.7% | |||||||||
| Net debt |
(40,241 | ) | (42,574 | ) | -5.5% | |||||||
| Maturity profile of net debt: |
||||||||||||
| Net debt due within one year |
(635 | ) | (4,947 | ) | -87.2% | |||||||
| Net debt due beyond one year |
(39,606 | ) | (37,627 | ) | +5.3% | |||||||
| Net debt |
(40,241 | ) | (42,574 | ) | -5.5% | |||||||
Also impacting the carrying value of net debt at the balance sheet date are other cash outflows related to share schemes and investing activities totalling £210 million (31 December 2019: £312 million), net debt acquired (£95 million) in respect of the acquisition of a distribution company in the Middle East, other non-cash movements of £171 million and foreign exchange impacts related to the revaluation of foreign currency denominated net debt balances of £69 million (31 December 2019: £873 million).
16
Other Financial Information
DIVIDENDS
The Board has declared an interim dividend of 215.6p per ordinary share of 25p for the year ended 31 December 2020, payable in four equal quarterly instalments of 53.9p per ordinary share in May 2021, August 2021, November 2021 and February 2022. This represents an increase of 2.5% on 2019 (2019: 210.4p per share), and a pay-out ratio, on 2020 adjusted diluted earnings per share, of 65.0%.
The quarterly dividends will be paid to shareholders registered on either the UK main register or the South Africa branch register and to holders of American Depositary Shares (ADSs), each on the applicable record date below
| Event (2021 unless stated)
|
Payment No. 1
|
Payment No. 2
|
Payment No. 3
|
Payment No. 4
| ||||
| Record date (JSE, LSE and NYSE) |
26 March | 9 July | 1 October | 24 December | ||||
| Payment date (LSE and JSE) |
12 May | 19 August | 11 November | 9 February 2022 | ||||
| ADS payment date (NYSE) |
17 May | 24 August | 16 November | 14 February 2022 | ||||
17
MANAGING THROUGH COVID-19
The Group’s response to the global COVID-19 pandemic continues to evolve and we expect the actions we take to develop over time as the needs of our people, our customers and society as a whole change.
We are steadfastly committed to supporting all our stakeholders throughout the COVID-19 pandemic, whether that be our workforce, customers, partners or suppliers. We have not furloughed any staff or utilised any government schemes (or subsidies) due to the pandemic, other than in respect of the deferral of tax instalment payments within the calendar year.
| 1. | Vaccine development |
BAT’s US bio-tech subsidiary, Kentucky BioProcessing (KBP), is developing a potential vaccine for COVID-19. Its Initial New Drug application was approved by the US FDA in December 2020 and we are progressing through the first Phase I study of KBP’s COVID-19 vaccine candidate.
This move to human trials is the first phase of development that would, if successful, form part of the full-scale development programme that would aim to fully assess the safety and efficacy of the candidate vaccine.
KBP is a world leader in using plants to express, extract and purify proteins for use as vaccines and other pharmaceuticals. The candidate vaccine’s unique use of innovative fast-growing plant-based technology means rapid production of the vaccine’s active ingredients in around six weeks compared to several months using conventional methods. The vaccine also has the potential to be stable at room temperature, which could be a significant advantage for healthcare systems.
| 2. | Supporting employee wellbeing |
The Group’s management is doing all that it can to make sure that employees working from home feel connected.
Most importantly, we are working to ensure that the health, safety and wellbeing of employees who are unable to work from home, and those in countries where lockdown restrictions are not in place, are protected in their workplace.
For all employees, we are making sure they are aware of the extensive wellbeing support available to them, including:
| 🌑 | Online medical consultations; |
| 🌑 | Counselling services; and |
| 🌑 | Mental health support. |
| 3. | Delivering in a time of crisis |
The Group continues to navigate the challenges and impacts of COVID-19 with effective crisis management and risk management processes in place and remains a financially resilient business. Our Board has maintained close oversight of the Group’s response to the impact of COVID-19 throughout this period.
Managing through the crisis
Keeping our global operations up and running is a priority for all of us. The Group has a series of Crisis Management Teams (CMT) at the global, regional and market levels, consisting of senior management with relevant expertise, to ensure we are responding to the unfolding crisis in an effective and agile way. More recently, our CMTs have been turning their attention to what it will mean to emerge from lockdown situations and sensibly, carefully and thoughtfully begin the return to a normalised working environment.
As part of the Group’s ongoing risk management processes, specific challenges that have arisen as part of COVID-19 have been planned for and reviewed with mitigating actions put in place. This includes potential issues from supply chain disruption, government mandated shutdowns and other issues that may affect the Group’s ability to operate. During 2020, there have been extended government mandated factory closures and other distribution restrictions in South Africa, Mexico and Argentina, and a more significant impact on product accessibility in a number of Emerging Markets, particularly Bangladesh, Vietnam and Malaysia. These restrictions eased during the second half of 2020, although the restrictions on international travel continue to affect our GTR business.
Whilst COVID-19 has brought about an unprecedented set of circumstances, the Group’s investment in IT infrastructure, maintenance of a flexible manufacturing footprint, thorough disaster recovery plans and liquidity and funding position have ensured the impact of COVID-19 has been minimised, whilst continuing to operate an effective control environment. The timing of the operation of certain controls has been affected, including the timing of stock counts, but there have been no material control weaknesses identified.
18
Managing through COVID-19 cont…
Financially resilient
COVID-19 has impacted the financial performance of the Group, with an estimated net headwind to revenue of 2.5% in 2020. The Group has also incurred additional costs in its supply chain, including within factories and logistics which, whilst not material at approximately £145 million, have been absorbed by the Group’s operating performance, demonstrating our ability to manage uncertainty and continue to deliver.
Developed Markets have generally been more resilient, particularly the US, whilst factory closures and other distribution restrictions have impacted South Africa, Mexico and Argentina, with a more significant impact on product accessibility in a number of Emerging Markets, particularly Bangladesh, Vietnam and Malaysia. Our GTR business has been significantly impacted due to the continued reduction in cross border travel, particularly in airports. GTR is not material to the Group’s financial performance, but has negatively impacted 2020 by approximately 1% on Group cigarette and THP volume.
Despite challenging circumstances, the New Categories business has grown revenue by 15.4% (at constant rates of exchange) in 2020. COVID-19 impacted planned consumer activation plans in key markets including Japan, US and across Europe, as well as supply disruption, closure of vape stores and out-of-stocks earlier in the year, whilst also delaying the planned migration of our New Categories products to our global brands of Vuse (in vapour) and Velo in (Modern Oral).
The Group remains financially resilient as:
| 🌑 | Capital expenditure and investment plans have been largely unaffected by COVID-19; and |
| 🌑 | The Group acted to de-risk future financing by: |
| ¡ | accessing the US dollar and European debt capital markets during 2020, raising a total of £8.9 billion and locking in favourable interest rates; |
| ¡ | repurchasing and redeeming, ahead of maturity, £3.1 billion of bonds with maturities in 2021/2022; |
| ¡ | refinancing its £6 billion revolving credit facility consisting of a £3 billion 364-day tranche (with two one-year extension options and a one-year term-out option), and a £3 billion five-year tranche (with two one-year extension options). The facility no longer contains a financial covenant. Subsequent to the year-end, in February 2021, the Group extended £2.85 billion of the 364-day tranche from March 2021 to March 2022 and £2.85 billion of the five-year tranche from March 2025 to March 2026 (with £3 billion of this tranche remaining available until March 2025). As at 31 December 2020, the facility remains undrawn; |
| ¡ | arranging short-term bilateral facilities with core relationship banks with £3.4 billion available at 31 December 2020. These bilateral facilities were undrawn at 31 December 2020; and |
| ¡ | maintaining the US$4 billion commercial paper and £3 billion euro commercial paper programmes, under which no commercial paper was outstanding drawn at 31 December 2020 (2019: £1,056 million drawn). |
This demonstrates the financial resources available to the Group, providing additional financial security with which to navigate and respond to COVID-19 and, accordingly, we do not expect to require any government assistance as the pandemic continues to progress.
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. As demonstrated above, COVID-19 has had an impact on the ability of certain of our markets (including South Africa) to conduct normal operations. Accordingly, the Group has considered this to be a trigger to review the carrying value of its significant non-financial assets.
This review identified that the carrying value of goodwill largely in respect of the Group’s operations in Malaysia and the acquisition of Twisp (in South Africa) were impaired due to the ongoing trading environment, and a charge of £209 million has been recognised as a non-cash adjusting item in the year.
Following the application of a reasonable range of sensitivities to all the cash-generating units (including in South Africa given the ongoing risks associated with COVID-19) there were no further indications of any additional impairment at the balance sheet date. Further information will be available in the Group’s 2020 Annual Report and 20-F.
19
Managing through COVID-19 cont…
Outlook
The Group’s response to the global COVID-19 pandemic continues to evolve as the pandemic progresses and develops. As such we expect the actions we take to develop over time as the needs of our people, our customers and society as a whole change.
The Group remains financially robust, with the Directors’ reiterating the commitment to the Group’s dividend policy of 65% adjusted diluted EPS, demonstrating the confidence in the Group’s ability to continue to navigate COVID-19 with the associated macro and socio-economic challenges and uncertainty this international crisis brings.
| 4. | Testing and logistical support |
We have continued to evolve the forms of direct support we have deployed to address the global impact of COVID-19. In addition to the COVID-19 vaccine candidate that is in development by our US bio-tech subsidiary, KBP, we have:
| 🌑 | Loaned testing equipment to the UK government; |
| 🌑 | Provided access to 3D printers to help produce protective face shields; |
| 🌑 | Manufactured and distributed medical and hygiene equipment to vulnerable communities; and |
| 🌑 | Donated to many funds around the world focussing on supporting local COVID-19 responses. |
As the COVID-19 situation evolves, the type of support required globally, and in the communities where we operate, will undoubtedly change. BAT’s support around the world will adapt and evolve, responding to the ever-changing needs that this crisis creates.
| 5. | Supporting suppliers and communities |
Our response to COVID-19 has been developed to incorporate the needs of wider stakeholder groups, including our smaller suppliers and those living in tobacco growing communities.
Some tobacco growing communities may be particularly vulnerable to both the virus and the economic implications of a global pandemic. We are taking great care that we don’t increase the immediate vulnerability of these communities and are committed to supporting them during the inevitable economic recovery that will follow.
We are working to support our smaller suppliers across the globe who may be struggling with cashflow issues by ensuring that, where needed, they are paid earlier than existing payment terms require or by extending payment terms to those customers who have expressed concerns.
20
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
|
| |||||||||||||||||||||||
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
| |||||||||||||||||
| Australian dollar |
1.862 | 1.836 | 1.771 | 1.885 | ||||||||||||||||||||||||
| Brazilian real |
6.616 | 5.035 | 7.100 | 5.329 | ||||||||||||||||||||||||
| Canadian dollar |
1.720 | 1.694 | 1.741 | 1.718 | ||||||||||||||||||||||||
| Euro |
1.125 | 1.140 | 1.117 | 1.180 | ||||||||||||||||||||||||
| Indian rupee |
95.097 | 89.898 | 99.880 | 94.558 | ||||||||||||||||||||||||
| Japanese yen |
137.017 | 139.234 | 141.131 | 143.967 | ||||||||||||||||||||||||
| Russian rouble |
92.844 | 82.623 | 101.106 | 82.282 | ||||||||||||||||||||||||
| South African rand |
21.099 | 18.437 | 20.079 | 18.525 | ||||||||||||||||||||||||
| US dollar |
1.284 | 1.277 | 1.367 | 1.325 | ||||||||||||||||||||||||
RISKS AND UNCERTAINTIES
During the year, the Board carried out a robust assessment of the principal risks and uncertainties facing the Group, including those that would threaten its business model, future performance, solvency, liquidity and viability. As part of that assessment, the Board reviewed all the risks, both individually and collectively, as they relate to the impact of COVID-19 on the performance of the Group.
The COVID-19 pandemic may have a lasting impact on operations, suppliers, customers and our people. The governments of the countries in which we operate and sell our products will adjust as they tackle the socio-economic impact of the pandemic. This could lead to increased risk of regulation, affect the ability to realise revenue growth due to consumer down-trading, excise increases or higher illicit trade, whilst also potentially impacting the supply chain, financial markets and customer credit risk. The impact of these risks is difficult to ascertain and potentially unforeseen during this period of uncertainty.
During the first half of 2020, the Board assessed that it was appropriate to include COVID-19 as a Group principal risk as reported in the Half-year Report. However, as new working practices are implemented to reflect the current operating environment and associated risks are incorporated into existing Group risks (including principal risks noted below), the Group no longer maintains COVID-19 as a separate principal risk.
All Group risks are managed individually and collectively by management and overseen by the Board.
Following the reviews undertaken in the year, the principal risks facing the Group remain broadly unaltered. However, during the year, Directors recommended a change in the name in the risk related to the development and commercialisation of New Categories to better reflect the underlying risk being managed. The principal risks facing the Group are summarised under the headings of:
| 🌑 | Competition from illicit trade; |
| 🌑 | Tobacco, New Categories and other regulation interrupts the growth strategy; |
| 🌑 | Disputed taxes, interest and penalties; |
| 🌑 | Inability to develop, commercialise and deliver the New Categories strategy; |
| 🌑 | Market size reduction and consumer down-trading; |
| 🌑 | Litigation; |
| 🌑 | Significant increases or structural changes in tobacco, nicotine and New Categories related taxes; |
| 🌑 | Foreign exchange rate exposures; |
| 🌑 | Geopolitical tensions; |
| 🌑 | Solvency and liquidity; and |
| 🌑 | Injury, illness or death in the workplace. |
A summary of all the risk factors (including the principal risks) which are monitored by the Board through the Group’s risk register will be included in the Annual Report and Form 20-F for the year ended 31 December 2020.
21
OTHER INFORMATION
UPDATE ON INVESTIGATIONS INTO MISCONDUCT ALLEGATIONS
The Group has been investigating, and is aware of governmental authorities’ investigations into, allegations of misconduct. The Group is cooperating with the authorities’ investigations, including the DOJ and OFAC in the United States, which are conducting an investigation into suspicions of breach of sanctions.
In January 2021, the Group was informed that the investigation by UK’s Serious Fraud Office (SFO) into suspicions of corruption in the conduct of business by Group companies and associated persons had been closed. The SFO stated that it would continue to offer assistance to the ongoing investigations of other law enforcement partners.
The potential for fines, penalties or other consequences cannot currently be assessed. As the investigations are ongoing, it is not yet possible to identify the timescale in which these matters might be resolved.
UPDATE ON QUEBEC CLASS ACTION AND CCAA
In 2015, the plaintiffs in the two certified classes in Quebec were awarded damages and interest in the amount of CAD$15.6 billion (£9 billion), of which Imperial Tobacco Canada Ltd’s (ITCAN) share is CAD$10.4 billion (£6 billion). Also in 2015, the Quebec Court of Appeal upheld the Order for Security, of which ITCAN’s share was CAD$758 million (£436 million), which has been paid in full to the Court escrow account as required by the judgment. Following the decision of the Quebec Court of Appeal in Montreal, the Board of Directors of ITCAN reassessed the recoverability of the deposit and the Group recognised a charge against the income statement of £436 million in 2019. As a consequence, in the Group’s consolidated balance sheet the deposit has been utilised against the current estimate of the liability.
Further, on 12 March 2019, ITCAN obtained an Initial Order from the Ontario Superior Court of Justice granting it protection under the Companies’ Creditors Arrangement Act (CCAA). This has the effect of staying all current tobacco litigation in Canada against ITCAN and other Group companies (the “Stays”). The Stays are currently in place until 31 March 2021. While the Stays are in place, no steps are to be taken in connection with the Canadian tobacco litigation with respect to ITCAN, certain of its subsidiaries or any other Group company.
In addition to Quebec, across Canada, other tobacco plaintiffs and provincial governments are collectively seeking significant damages which substantially exceed ITCAN’s total assets. In seeking protection under the CCAA, ITCAN will look to resolve not only the Quebec case but also all other tobacco litigation in Canada under an efficient and court supervised process, while continuing to trade in the normal course.
Under the terms of CCAA, the court appointed FTI Consulting Canada Inc. to act as a monitor. This monitor has no operational input and is not involved in the management of the business. The Group considers that ITCAN continues to meet the requirements of IFRS 10 Consolidated Financial Statements, and, until such requirements are not met, the Group will continue to consolidate the results of ITCAN. The £2.3 billion of goodwill relating to ITCAN on the Group’s balance sheet at 31 December 2020 will continue to be reviewed on a regular basis. Any potential future impairment charge would result in a non-cash charge to the income statement that would be treated as an adjusting item.
Please refer to “Contingent Liabilities and Financial Commitments” below (page 40) and the 2019 Annual Report and Form
20-F, note 27 Contingent Liabilities and Financial Commitments for a full discussion on the case.
BANGLADESH
In Bangladesh, on 25 July 2018, the Appellate Division of the Supreme Court of Bangladesh reversed the decision of the High Court against BAT Bangladesh in respect of the retrospective demands for VAT and Supplementary Duty amounting to approximately £154 million. On 3 February 2020, the certified Court Order was received. The Government filed a Review Petition on 25 March 2020 in the Appellate Division of the Supreme Court of Bangladesh against the judgment. The matter is yet to be taken up for hearing.
22
OTHER INFORMATION
CHANGES IN THE GROUP
On 20 October 2020, the Group completed the acquisition of the nicotine pouch product assets of Dryft Sciences, LLC (Dryft), a US-based Modern Oral nicotine product company, for consideration of up to US$150 million payable in accordance with the achievement of certain milestones. The acquisition expands the Group’s Modern Oral portfolio in the US, from 4 to 28 product variants and follows the acceptance of Dryft’s recent PMTA submission for filing by the US FDA. The enhanced portfolio will include a wider range of nicotine strengths and flavours, providing adult nicotine consumers with a greater degree of choice, covering all key consumer preferences. This will significantly strengthen BAT’s portfolio in a fast-growing nicotine category in the US and is a further demonstration of BAT’s continued commitment to its purpose to build A Better TomorrowTM by reducing the health impact of its global business.
On 12 November 2020, the Group acquired 100% of the share capital in Eastern Tobacco Company for Trading, formerly known as Rafique Mohammed Sudki Jad Establishment for Trading when acting as the Group’s distributor in Saudi Arabia, for £50 million (SAR 246 million). Goodwill of £36 million, trademarks and similar intangibles of £39 million, and £96 million of cash and cash equivalents, were recognised on acquisition.
The transactions and results of these changes are immaterial to the Group and so organic measures, excluding the results of these acquisitions, are not presented.
CHANGES TO THE MAIN BOARD
As previously announced, Luc Jobin will succeed Richard Burrows as Chairman of British American Tobacco p.l.c.. This will take effect from the conclusion of the Company’s Annual General Meeting (AGM) on 28 April 2021. In order to ensure an effective transition of the leadership of the Board, Mr Jobin will be appointed as Chairman Designate of BAT effective 1 March 2021.
Mr Burrows will step down as Chairman and will retire from the Board from the conclusion of the Company’s 2021 AGM. Mr Burrows joined the Board as an independent Non-Executive Director in September 2009 and was appointed Chairman in November 2009.
Also in 2020:
| ● | Kieran Poynter retired, as planned, from the Board following the AGM in April 2020; |
| ● | Karen Guerra joined the Board as an independent Non-Executive Director and member of the Nominations and Remuneration Committees on 14 September 2020; and |
| ● | Darrell Thomas joined the Board as an independent Non-Executive Director and member of the Nominations and Audit Committees on 7 December 2020. |
23
OTHER INFORMATION
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 | ||||
| 2020 | Dow Jones Sustainability Indices (DJSI): World Index & Industry leader | ✓ | ✓ | ✓ | ||||
| Disability Confident Committed employer under the UK Government’s accreditation scheme | ✓ | |||||||
| MSCI: BBB rating | ✓ | ✓ | ✓ | |||||
| Vigeo Eiris: 88% score | ✓ | ✓ | ✓ | |||||
| Sustainalytics: 27.8 score | ✓ | ✓ | ✓ | |||||
| Corporate Reporting Awards (CRRA): Openness and Transparency | ✓ | |||||||
| Carbon disclosure Project (CDP): Climate A and Water A- | ✓ | |||||||
| S&P Global Sustainability Yearbook Award: Gold Class | ✓ | ✓ | ✓ | |||||
| Sustainability, Environmental Achievement and Leadership (SEAL) Awards: top 50 companies | ✓ | ✓ | ✓ | |||||
| Global Top Employer | ✓ | |||||||
| FT Leader in Diversity | ✓ | |||||||
| Gartner Supply Chain Award: top 25 companies | ✓ | |||||||
| Corporate Equality Index: best place to work for LGBTQ equality (Reynolds American Inc. and its operating companies) | ✓ | |||||||
| Undergraduate Employability Awards: top Medium-sized Undergraduate Scheme (UK only) | ✓ | |||||||
| Product of the Year: Vype ePod best e-cigarette | ✓ | |||||||
| 2019 | DJSI: World Index & Industry leader | ✓ | ✓ | ✓ | ||||
| RobecoSAM Sustainability Award: Gold Class | ✓ | ✓ | ✓ | |||||
| MSCI: BBB rating | ✓ | ✓ | ✓ | |||||
| Vigeo Eiris: 83% score | ✓ | ✓ | ✓ | |||||
| CDP: Climate A and Water B | ✓ | |||||||
| Global Child Forum benchmark: leader status | ✓ | |||||||
| Global Top Employer | ✓ | |||||||
| Workforce Disclosure Initiative (WDI): industry leader | ✓ | |||||||
| International Women’s Day: best practice winner | ✓ | |||||||
| Product of the Year: Vype ePod best e-cigarette | ✓ | |||||||
| 2018 | DJSI: World Index & Industry leader | ✓ | ✓ | ✓ | ||||
| RobecoSAM Sustainability Award: Gold Class | ✓ | ✓ | ✓ | |||||
| MSCI: A rating | ✓ | ✓ | ✓ | |||||
| CDP: Climate B and Water B- | ✓ | |||||||
| Global Top Employer | ✓ | |||||||
| WDI: industry leader | ✓ | |||||||
| International Women’s Day: best practice winner | ✓ | |||||||
| Fortune best workplaces: best in manufacturing and production (Reynolds American Inc and its operating companies) | ✓ | |||||||
| dotCOMM Awards: best ebook for Science & Technology Report | ✓ | |||||||
| 2017 | DJSI: World Index & Industry leader | ✓ | ✓ | ✓ | ||||
| RobecoSAM Sustainability Award: Silver Class | ✓ | ✓ | ✓ | |||||
| MSCI: A rating | ✓ | ✓ | ✓ | |||||
| CDP: Climate A- and Water A- | ✓ | |||||||
| Thomas Reuters Diversity & Inclusion Index | ✓ | |||||||
| Most engaged workplaces: ‘Elite 8’ Top Category Winner for “Vision & Values” (Reynolds American Inc and its operating companies) | ✓ | |||||||
| Modern Slavery ranking: top 5 in the FTSE for disclosure and action | ✓ | |||||||
| PETA International Science Consortium: significant contribution to help advance non-animal testing | ✓ | |||||||
| 2016 | DJSI: Europe Index | ✓ | ✓ | ✓ | ||||
| RobecoSAM Sustainability Award: Gold Class | ✓ | ✓ | ✓ | |||||
| MSCI: BBB rating | ✓ | ✓ | ✓ | |||||
| CDP: Climate A- and Water B | ✓ | |||||||
| Thomas Reuters Diversity & Inclusion Index | ✓ | |||||||
| Institute of Director’s Good Governance report: no.1 ranking in the FTSE | ✓ |
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 2020 Annual Report and Form 20-F.
The Group has, at the date of this announcement, sufficient existing financing available for its estimated requirements for at least the next 12 months. This, together with the ability to generate cash from trading activities, the performance of the Group’s Strategic Portfolio, its leading market positions in a number of countries and its broad geographical spread, as well as numerous contracts with established customers and suppliers across different geographical areas and industries, provides the Directors with the confidence that the Group is well placed to manage its business risks successfully through the ongoing uncertainty and risks associated with COVID-19 and its impact on the current financial conditions and the general outlook in the global economy.
After reviewing the Group’s forecast financial performance and financing arrangements, the Directors consider that the Group has adequate resources to continue operating and that it is therefore appropriate to continue to adopt the going concern basis in preparing the Annual Report and Form 20-F.
24
OTHER INFORMATION
ENQUIRIES
| INVESTOR RELATIONS: |
PRESS OFFICE: |
| ||||
| Mike Nightingale | +44 (0)20 7845 1180 | Press Office | +44 (0)20 7845 2888 | |||
| Victoria Buxton | +44 (0)20 7845 2012 | |||||
| William Houston | +44 (0)20 7845 1138 | |||||
| John Harney | +44 (0)20 7845 1263 | |||||
25
FINANCIAL STATEMENTS
GROUP INCOME STATEMENT
|
For the years ended 31 December |
2020 | 2019 | ||||||||||
|
|
£m |
|
|
£m |
| |||||||
| Revenue 1 |
25,776 | 25,877 | ||||||||||
| Raw materials and consumables used |
(4,583 | ) | (4,599 | ) | ||||||||
| Changes in inventories of finished goods and work in progress |
445 | 162 | ||||||||||
| Employee benefit costs |
(2,744 | ) | (3,221 | ) | ||||||||
| Depreciation, amortisation and impairment costs |
(1,450 | ) | (1,512 | ) | ||||||||
| Other operating income |
188 | 163 | ||||||||||
| Loss on reclassification from amortised cost to fair value |
(3 | ) | (3 | ) | ||||||||
| Other operating expenses |
(7,667 | ) | (7,851 | ) | ||||||||
| Profit from operations |
9,962 | 9,016 | ||||||||||
| Net finance costs |
(1,745 | ) | (1,602 | ) | ||||||||
| Finance income |
50 | 84 | ||||||||||
| Finance costs |
(1,795 | ) | (1,686 | ) | ||||||||
| Share of post-tax results of associates and joint ventures |
455 | 498 | ||||||||||
| Profit before taxation |
8,672 | 7,912 | ||||||||||
| Taxation on ordinary activities |
(2,108 | ) | (2,063 | ) | ||||||||
| Profit for the year |
6,564 | 5,849 | ||||||||||
| Attributable to: |
||||||||||||
| Owners of the parent |
6,400 | 5,704 | ||||||||||
| Non-controlling interests |
164 | 145 | ||||||||||
| 6,564 | 5,849 | |||||||||||
| Earnings per share |
||||||||||||
| Basic |
280.0p | 249.7p | ||||||||||
| Diluted |
278.9p | 249.0p | ||||||||||
All of the activities during both years are in respect of continuing operations.
The accompanying notes on pages 32 to 43 form an integral part of this condensed consolidated financial information.
1 Revenue is net of duty, excise and other taxes of £39,172 million and £39,826 million for the years ended 31 December 2020 and 31 December 2019, respectively.
26
FINANCIAL STATEMENTS
GROUP STATEMENT OF COMPREHENSIVE INCOME
| For the years ended 31 December |
|
2020 |
|
|
2019 |
|
||||||||
|
|
£m |
|
|
£m |
|
|||||||||
| Profit for the year (page 26) |
6,564 | 5,849 | ||||||||||||
| Other comprehensive expense |
||||||||||||||
| Items that may be reclassified subsequently to profit or loss: |
(2,997 | ) | (3,216 | ) | ||||||||||
| Differences on exchange |
(2,597 | ) | (2,967 | ) | ||||||||||
| Cash flow hedges |
||||||||||||||
| – net fair value losses |
(257 | ) | (246 | ) | ||||||||||
| – reclassified and reported in profit for the year |
90 | 53 | ||||||||||||
| Net investment hedges |
||||||||||||||
| – net fair value (losses)/gains |
(16 | ) | 21 | |||||||||||
| – differences on exchange on borrowings |
(163 | ) | (18 | ) | ||||||||||
| Associates – share of OCI, net of tax |
(98 | ) | (115 | ) | ||||||||||
| Tax on items that may be reclassified |
44 | 56 | ||||||||||||
| Items that will not be reclassified subsequently to profit or loss: |
55 | (507 | ) | |||||||||||
| Retirement benefit schemes |
||||||||||||||
| – net actuarial gains/(losses) |
105 | (582 | ) | |||||||||||
| – surplus recognition |
10 | (7 | ) | |||||||||||
| Associates – share of OCI, net of tax |
(34 | ) | 7 | |||||||||||
| Tax on items that will not be reclassified |
(26 | ) | 75 | |||||||||||
| Total other comprehensive expense for the year, net of tax |
(2,942 | ) | (3,723 | ) | ||||||||||
| Total comprehensive income for the year, net of tax |
3,622 | 2,126 | ||||||||||||
| Attributable to: |
||||||||||||||
| Owners of the parent |
3,474 | 2,000 | ||||||||||||
| Non-controlling interests |
148 | 126 | ||||||||||||
| 3,622 | 2,126 | |||||||||||||
The accompanying notes on pages 32 to 43 form an integral part of this condensed consolidated financial information.
27
FINANCIAL STATEMENTS
GROUP STATEMENT OF CHANGES IN EQUITY
| 2020 | Attributable to owners of the parent | |||||||||||||||||||||||||||
| |
Share capital |
|
|
Share premium, capital redemption and merger reserves |
|
|
Other reserves |
|
|
Retained earnings |
|
|
Total attributable of parent |
|
|
Non- controlling interests |
|
Total equity | ||||||||||
| £m | £m | £m | £m | £m | £m | £m | ||||||||||||||||||||||
| Balance at 1 January 2020 |
614 | 26,609 | (3,555 | ) | 40,234 | 63,902 | 258 | 64,160 | ||||||||||||||||||||
| Total comprehensive (expense)/income for the year comprising: (page 27) | - | - | (3,012 | ) | 6,486 | 3,474 | 148 | 3,622 | ||||||||||||||||||||
| Profit for the year (page 26) |
- | - | - | 6,400 | 6,400 | 164 | 6,564 | |||||||||||||||||||||
| Other comprehensive (expense)/income for the year (page 27) |
- | - | (3,012 | ) | 86 | (2,926 | ) | (16 | ) | (2,942 | ) | |||||||||||||||||
| Other changes in equity |
||||||||||||||||||||||||||||
| Cash flow hedges reclassified and reported in total assets |
- | - | (33 | ) | - | (33 | ) | - | (33 | ) | ||||||||||||||||||
| Employee share options |
||||||||||||||||||||||||||||
| – value of employee services |
- | - | - | 88 | 88 | - | 88 | |||||||||||||||||||||
| – proceeds from new shares issued |
- | 2 | - | - | 2 | - | 2 | |||||||||||||||||||||
| – treasury shares used for share option schemes |
- | 7 | - | (7 | ) | - | - | - | ||||||||||||||||||||
| Dividends and other appropriations |
||||||||||||||||||||||||||||
| – ordinary shares |
- | - | - | (4,747 | ) | (4,747 | ) | - | (4,747 | ) | ||||||||||||||||||
| – to non-controlling interests |
- | - | - | - | - | (141 | ) | (141 | ) | |||||||||||||||||||
| Purchase of own shares |
||||||||||||||||||||||||||||
| – held in employee share ownership trusts |
- | - | - | (17 | ) | (17 | ) | - | (17 | ) | ||||||||||||||||||
| Other movements non-controlling interests |
- | - | - | - | - | 17 | 17 | |||||||||||||||||||||
| Other movements |
- | - | - | 4 | 4 | - | 4 | |||||||||||||||||||||
| Balance at 31 December 2020 |
614 | 26,618 | (6,600 | ) | 42,041 | 62,673 | 282 | 62,955 | ||||||||||||||||||||
| 2019 | Attributable to owners of the parent | |||||||||||||||||||||||||||
| |
Share capital |
|
|
Share premium, capital redemption and merger reserves |
|
|
Other reserves |
|
|
Retained earnings |
|
|
Total attributable to owners of parent |
|
|
Non- controlling interests |
|
Total equity | ||||||||||
| £m | £m | £m | £m | £m | £m | £m | ||||||||||||||||||||||
| Balance at 1 January 2019 |
614 | 26,606 | (333 | ) | 38,557 | 65,444 | 244 | 65,688 | ||||||||||||||||||||
| Total comprehensive (expense)/income for the year comprising: (page 27) | - | - | (3,190 | ) | 5,190 | 2,000 | 126 | 2,126 | ||||||||||||||||||||
| Profit for the year (page 26) |
- | - | - | 5,704 | 5,704 | 145 | 5,849 | |||||||||||||||||||||
| Other comprehensive expense for the year (page 27) |
- | (3,190 | ) | (514 | ) | (3,704 | ) | (19 | ) | (3,723 | ) | |||||||||||||||||
| Other changes in equity |
||||||||||||||||||||||||||||
| Cash flow hedges reclassified and reported in total assets |
- | - | (32 | ) | - | (32 | ) | - | (32 | ) | ||||||||||||||||||
| Employee share options |
||||||||||||||||||||||||||||
| – value of employee services |
- | - | - | 115 | 115 | - | 115 | |||||||||||||||||||||
| – proceeds from new shares issued |
- | 3 | - | - | 3 | - | 3 | |||||||||||||||||||||
| Dividends and other appropriations |
||||||||||||||||||||||||||||
| – ordinary shares |
- | - | - | (3,476 | ) | (3,476 | ) | - | (3,476 | ) | ||||||||||||||||||
| – to non-controlling interests |
- | - | - | - | - | (148 | ) | (148 | ) | |||||||||||||||||||
| Purchase of own shares |
||||||||||||||||||||||||||||
| – held in employee share ownership trusts |
- | - | - | (117 | ) | (117 | ) | - | (117 | ) | ||||||||||||||||||
| Other movements non-controlling interests |
- | - | - | - | - | 36 | 36 | |||||||||||||||||||||
| Other movements |
- | - | - | (35 | ) | (35 | ) | - | (35 | ) | ||||||||||||||||||
| Balance at 31 December 2019 |
614 | 26,609 | (3,555 | ) | 40,234 | 63,902 | 258 | 64,160 | ||||||||||||||||||||
The accompanying notes on pages 32 to 43 form an integral part of this condensed consolidated financial information.
28
FINANCIAL STATEMENTS
GROUP BALANCE SHEET
| As at 31 December | 2020 | 2019 | ||||||
| £m | £m | |||||||
| Assets |
||||||||
| Non-current assets |
||||||||
| Intangible assets |
115,343 | 118,787 | ||||||
| Property, plant and equipment |
5,060 | 5,518 | ||||||
| Investments in associates and joint ventures |
1,796 | 1,860 | ||||||
| Retirement benefit assets |
714 | 430 | ||||||
| Deferred tax assets |
534 | 424 | ||||||
| Trade and other receivables |
242 | 248 | ||||||
| Investments held at fair value |
22 | 12 | ||||||
| Derivative financial instruments |
367 | 452 | ||||||
|
|
|
|
|
|||||
| Total non-current assets |
124,078 | 127,731 | ||||||
|
|
|
|
|
|||||
| Current assets |
||||||||
| Inventories |
5,998 | 6,094 | ||||||
| Income tax receivable |
79 | 122 | ||||||
| Trade and other receivables |
3,721 | 4,093 | ||||||
| Investments held at fair value |
242 | 123 | ||||||
| Derivative financial instruments |
430 | 313 | ||||||
| Cash and cash equivalents |
3,139 | 2,526 | ||||||
|
|
|
|
|
|||||
| 13,609 | 13,271 | |||||||
| Assets classified as held-for-sale |
3 | 3 | ||||||
|
|
|
|
|
|||||
| Total current assets |
13,612 | 13,274 | ||||||
|
|
|
|
|
|||||
| Total assets |
137,690 | 141,005 | ||||||
|
|
|
|
|
|||||
The accompanying notes on pages 32 to 43 form an integral part of this condensed consolidated financial information.
29
FINANCIAL STATEMENTS
GROUP BALANCE SHEET – cont…
| As at 31 December | 2020 | 2019 | ||||||
| £m | £m | |||||||
| Equity – capital and reserves |
||||||||
| Share capital |
614 | 614 | ||||||
| Share premium, capital redemption and merger reserves |
26,618 | 26,609 | ||||||
| Other reserves |
(6,600 | ) | (3,555 | ) | ||||
| Retained earnings |
42,041 | 40,234 | ||||||
|
|
|
|
|
|||||
| Owners of the parent |
62,673 | 63,902 | ||||||
| Non-controlling interests |
282 | 258 | ||||||
|
|
|
|
|
|||||
| Total equity |
62,955 | 64,160 | ||||||
|
|
|
|
|
|||||
| Liabilities |
||||||||
| Non-current liabilities |
||||||||
| Borrowings |
39,927 | 37,804 | ||||||
| Retirement benefit liabilities |
1,524 | 1,459 | ||||||
| Deferred tax liabilities |
16,314 | 17,050 | ||||||
| Other provisions for liabilities |
387 | 388 | ||||||
| Trade and other payables |
1,064 | 1,034 | ||||||
| Derivative financial instruments |
41 | 287 | ||||||
|
|
|
|
|
|||||
| Total non-current liabilities |
59,257 | 58,022 | ||||||
|
|
|
|
|
|||||
| Current liabilities |
||||||||
| Borrowings |
4,041 | 7,562 | ||||||
| Income tax payable |
868 | 683 | ||||||
| Other provisions for liabilities |
598 | 670 | ||||||
| Trade and other payables |
9,693 | 9,727 | ||||||
| Derivative financial instruments |
278 | 181 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
15,478 | 18,823 | ||||||
|
|
|
|
|
|||||
| Total equity and liabilities |
137,690 | 141,005 | ||||||
|
|
|
|
|
|||||
The accompanying notes on pages 32 to 43 form an integral part of this condensed consolidated financial information.
30
FINANCIAL STATEMENTS
GROUP CASH FLOW STATEMENT
| For the years ended 31 December | 2020 | 2019 | ||||||||
| £m | £m | |||||||||
| Cash flows from operating activities |
||||||||||
| Cash generated from operating activities (page 36) |
11,567 | 10,948 | ||||||||
| Dividends received from associates |
351 | 252 | ||||||||
| Tax paid |
(2,132 | ) | (2,204 | ) | ||||||
| Net cash generated from operating activities |
9,786 | 8,996 | ||||||||
| Cash flows from investing activities |
||||||||||
| Interest received |
48 | 80 | ||||||||
| Purchases of property, plant and equipment |
(511 | ) | (664 | ) | ||||||
| Proceeds on disposal of property, plant and equipment |
44 | 34 | ||||||||
| Purchases of intangibles |
(244 | ) | (151 | ) | ||||||
| Purchases of investments |
(343 | ) | (191 | ) | ||||||
| Proceeds on disposals of investments |
184 | 339 | ||||||||
| Investment in associates and acquisitions of other subsidiaries net of cash acquired |
39 | (86 | ) | |||||||
| Net cash used in investing activities |
(783 | ) | (639 | ) | ||||||
| Cash flows from financing activities |
||||||||||
| Interest paid |
(1,737 | ) | (1,601 | ) | ||||||
| Interest element of lease liabilities |
(26 | ) | (32 | ) | ||||||
| Capital element on lease liabilities |
(164 | ) | (154 | ) | ||||||
| Proceeds from increases in and new borrowings |
9,826 | 4,247 | ||||||||
| Outflows relating to derivative financial instruments |
(283 | ) | (564 | ) | ||||||
| Purchases of own shares held in employee share ownership trusts |
(18 | ) | (117 | ) | ||||||
| Reductions in and repayments of borrowings |
(10,633 | ) | (5,640 | ) | ||||||
| Dividends paid to owners of the parent |
(4,745 | ) | (4,598 | ) | ||||||
| Capital injection from non-controlling interests |
17 | 20 | ||||||||
| Dividends paid to non-controlling interests |
(136 | ) | (157 | ) | ||||||
| Other |
2 | 3 | ||||||||
| Net cash used in financing activities |
(7,897 | ) | (8,593 | ) | ||||||
| Net cash flows from/(used in) operating, investing and financing activities |
1,106 | (236 | ) | |||||||
| Differences on exchange |
(253 | ) | (57 | ) | ||||||
| Increase/(decrease) in net cash and cash equivalents in the year |
853 | (293 | ) | |||||||
| Net cash and cash equivalents at 1 January |
2,035 | 2,328 | ||||||||
| Net cash and cash equivalents at year end |
2,888 | 2,035 | ||||||||
| Cash and cash equivalents per balance sheet |
3,139 | 2,526 | ||||||||
| Overdrafts and accrued interest |
(251 | ) | (491 | ) | ||||||
| Net cash and cash equivalents at year end |
2,888 | 2,035 | ||||||||
The accompanying notes on pages 32 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 33 and 34, included in the above, are £732 million (31 December 2019: £564 million).
31
Notes to the Financial Statements
ACCOUNTING POLICIES AND BASIS OF PREPARATION
The condensed consolidated financial information has been extracted from the Annual Report and Form 20-F, including the audited financial statements for the year ended 31 December 2020. 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 in accordance with International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union (EU) (‘IFRS as adopted by the EU’). IFRS as adopted by the EU 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 Annual Report for the year ended 31 December 2019.
The preparation of these condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities at the date of these condensed consolidated financial statements. Such estimates and assumptions are based on historical experience and various other factors that are believed to be reasonable in the circumstances and constitute management’s best judgement at the date of the condensed consolidated financial statements. The key estimates and assumptions were the same as those that applied to the consolidated financial information for the year ended 31 December 2019, apart from updating the assumptions used to determine the carrying value of liabilities for retirement benefit schemes. The Group has reviewed the carrying value of the significant investments (due in part to the potential impact of COVID-19 across the Group and ongoing challenging trading conditions in certain markets) and determined that, other than in respect of goodwill and trademarks mainly related to Malaysia and Twisp (in South Africa), no 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 year in which the circumstances change.
As discussed on page 24, after reviewing the Group’s forecast financial performance and financing arrangements, the Directors consider that the Group has adequate resources to continue operating and that it is therefore appropriate to continue to adopt the going concern basis in preparing the Annual Report and Form 20-F.
ADJUSTING ITEMS
Adjusting items are significant items of income or expense in revenue, profit from operations, net finance costs, taxation and the Group’s share of the post-tax results of associates and joint ventures which individually or, if of a similar type, in aggregate, are relevant to an understanding of the Group’s underlying financial performance because of their size, nature or incidence. In identifying and quantifying adjusting items, the Group consistently applies a policy that defines criteria that are required to be met for an item to be classified as adjusting. These items are separately disclosed in the segmental analyses or in the notes to the accounts as appropriate.
The Group believes that these items are useful to users of the Group financial statements in helping them to understand the underlying business performance and are used to derive the Group’s principal non-GAAP measures of adjusted revenue, adjusted profit from operations and adjusted diluted earnings per share, all of which are before the impact of adjusting items and which are reconciled from revenue, profit from operations and diluted earnings per share.
32
Notes to the Financial Statements
ANALYSIS OF REVENUE AND PROFIT FROM OPERATIONS BY SEGMENT
| Years ended 31 | 2020 | 2019 | ||||||||||||||||||||||||||||||
| December | ||||||||||||||||||||||||||||||||
| Reported | Adj | Adjusted | Exchange | Adjusted | Reported | Adj | Adjusted | |||||||||||||||||||||||||
| Items1 | at CC2 | Items1 | ||||||||||||||||||||||||||||||
| £m | £m | £m | £m | £m | £m | £m | £m | |||||||||||||||||||||||||
| Revenue |
||||||||||||||||||||||||||||||||
| US |
11,473 | - | 11,473 | 63 | 11,536 | 10,373 | - | 10,373 | ||||||||||||||||||||||||
| APME |
4,537 | - | 4,537 | 107 | 4,644 | 5,153 | - | 5,153 | ||||||||||||||||||||||||
| AMSSA |
3,772 | - | 3,772 | 549 | 4,321 | 4,261 | - | 4,261 | ||||||||||||||||||||||||
| ENA |
5,994 | - | 5,994 | 175 | 6,169 | 6,090 | (50 | ) | 6,040 | |||||||||||||||||||||||
| Total Region |
25,776 | - | 25,776 | 894 | 26,670 | 25,877 | (50 | ) | 25,827 | |||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||
| Profit from Operations |
||||||||||||||||||||||||||||||||
| US |
4,975 | 809 | 5,784 | 32 | 5,816 | 4,410 | 626 | 5,036 | ||||||||||||||||||||||||
| APME |
1,472 | 381 | 1,853 | 56 | 1,909 | 1,753 | 306 | 2,059 | ||||||||||||||||||||||||
| AMSSA |
1,553 | 65 | 1,618 | 178 | 1,796 | 1,204 | 638 | 1,842 | ||||||||||||||||||||||||
| ENA |
1,962 | 148 | 2,110 | 30 | 2,140 | 1,649 | 544 | 2,193 | ||||||||||||||||||||||||
| Total Region |
9,962 | 1,403 | 11,365 | 296 | 11,661 | 9,016 | 2,114 | 11,130 | ||||||||||||||||||||||||
Notes to the analysis of revenue and profit from operations above:
| (1) | Adjusting items represent certain items which the Group considers distinctive based upon their size, nature or incidence. |
| (2) | CC: constant currency – measures are calculated based on a re-translation, at the prior year’s exchange rates, of the current year’s results of the Group and, where applicable, its segments. |
ADJUSTING ITEMS INCLUDED IN REVENUE
Adjusting items in revenue relate to certain third-party contract manufacturing arrangements. The Group acquires and sells goods inclusive of excise, acquired from a third party under short-term arrangements, and then passed on to customers. This increased both revenue and cost of sales, with no impact to profit from operations but distorts operating margin. To better reflect the underlying performance of the Group, this uplift from excise in both revenue and cost of sales has been adjusted for, given the temporary nature of the arrangement. The arrangements either ceased in 2019 or were immaterial to the results of 2020 and have not been adjusted for in 2020.
ADJUSTING ITEMS INCLUDED IN PROFIT FROM OPERATIONS
Adjusting items are significant items in the profit from operations that individually or, if of a similar type, in aggregate, are relevant to an understanding of the Group’s underlying financial performance. Additional details of the Group’s adjusting items will be included in the Annual Report and Form 20-F for the year ended 31 December 2020.
In summary, in 2020, the Group incurred £1,403 million (2019: £2,114 million) of adjusting items within profit from operations:
| Years ended 31 December |
2020
|
2019
|
||||||||
| £m
|
£m
|
|||||||||
| Restructuring and integration costs |
408 | 565 | ||||||||
| Amortisation and impairment of trademarks and similar intangibles |
339 | 481 | ||||||||
| Impairment of goodwill |
209 | 194 | ||||||||
| (Credit)/charge in respect of an excise dispute in Russia |
(40 | ) | 202 | |||||||
| Charge in respect of Quebec Class Action |
- | 436 | ||||||||
| Charge in respect of MSA liabilities related to brands sold to a third party |
400 | - | ||||||||
| Other adjusting items (largely other litigation including Engle) |
87 | 236 | ||||||||
| Total adjusting items included in profit from operations |
1,403 | 2,114 | ||||||||
(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 announced in 2019 to simplify the business and create a more efficient, agile and focused company.
33
Notes to the Financial Statements
Adjusting items included in profit from operations cont…
The costs of the Group’s initiatives together with the costs of integrating acquired businesses into existing operations, including acquisition costs, are included in profit from operations under the following headings:
| Years ended 31 December |
2020
|
2019
|
||||||||||
| £m
|
£m
|
|||||||||||
| Employee benefit costs |
91 | 364 | ||||||||||
| Depreciation, amortisation and impairment costs |
151 | 63 | ||||||||||
| Other operating expenses |
166 | 145 | ||||||||||
| Other operating income |
- | (7 | ) | |||||||||
| Total |
408 | 565 | ||||||||||
The adjusting charge in 2020 and 2019 relates to the ongoing restructuring costs associated with the implementation of revisions to the Group’s operating model, mainly in relation to Quantum. This programme is expected to deliver at least £1 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. The costs also cover the downsizing and factory rationalisation activities in ENA (Netherlands, Hungary and Russia) and APME (2019: ENA (Germany and Russia) and APME).
Also, in 2020, as a consequence of the significant increase in excise in Indonesia, a restructuring programme has been announced which includes the partial closure of the factory operations. As a result of this decision, a £69 million impairment has been recognised in respect of machinery. This impairment charge relates to some of the machinery in use as well machinery held for future use which, following the significant recent changes in consumer preferences, is not expected to be brought in to manufacturing in future. The charge in 2019 also included (in other operating income) amounts related to cash and reversal of deferred consideration associated with the acquisition of TDR d.o.o. (TDR).
(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 £339 million (2019: £481 million) is included in depreciation, amortisation and impairment costs in the income statement. The reduction in charges compared to 2019 was largely due to the recognition, in that year, of £63 million in relation to Kodiak, £29 million in respect of acquired New Categories brands that will be migrated to the Group’s global New Categories brands in line with the portfolio simplification agenda and £37 million in respect of VapeWild.
(c) Other
In 2020, the Group incurred £656 million (2019: £1,068 million) of other adjusting items. These included:
| 🌑 | Impairment of goodwill of £209 million (2019: £194 million) within “depreciation, amortisation and impairment costs”. The charge in 2020 largely relates to Malaysia (£197 million) due to the ongoing challenging operating environment, including the continued level of illicit trade and an £11 million charge in respect of Twisp in South Africa. The charge in 2019 related to Indonesia from the Bentoel acquisition (£172 million), VapeWild (£12 million) and Highendsmoke (£10 million); |
| 🌑 | Other costs of £487 million (2019: £236 million) primarily includes litigation costs. In 2020, this included charges recognised in the year in respect of developments in cases regarding payment obligations under the state settlement agreements with Florida, Texas, Minnesota and Mississippi for brands previously sold to a third party. A total of £400 million was recognised following a decision in the Florida court (with respect to which the Group will continue to pursue indemnification remedies in a Delaware court) and following settlement discussions with other manufacturers and the states of Texas, Minnesota and Mississippi. The charge also includes £87 million (2019: £236 million) predominantly related to other litigation costs including Engle progeny; |
| 🌑 | Partly offset by a credit in 2020 of £40 million, recognised in relation to the excise dispute in Russia for which a charge of £202 million was recognised, and disclosed, in 2019. |
The charge in 2019 also included £436 million in respect of the Quebec Class Action (as described on page 22).
34
Notes to the Financial Statements
Adjusting items included in profit from operations cont…
(d) Ongoing impairment review of assets
The Group reviews and monitors the performance of its non-financial assets (including goodwill) in line with the requirements of IAS 36 Impairment of Assets. COVID-19 has had an impact on the ability of certain of our markets to conduct normal operations and accordingly the Group has considered this to be a trigger to review the carrying value of its significant non-financial assets.
This review recognised that the suspension of operations in South Africa was not sufficient to lead to an impairment of goodwill in that market. However, the review did identify that the carrying value of the goodwill in relation to Malaysia was impaired due to the ongoing challenging operating environment, including the continued level of illicit trade as mentioned above, with the charge recognised as a non-cash, adjusting item.
Following the application of a reasonable range of sensitivities to all the cash-generating units (including South Africa), there was no other indication of any further impairment, other than with respect to Twisp (with the impairment noted earlier recognised ahead of the migration to Vuse). Furthermore, despite the challenging environment due to COVID-19 there was no material impairment of inventory or debtors in the year ended 31 December 2020.
ADJUSTING ITEMS INCLUDED IN NET FINANCE COSTS
In 2020, the Group incurred adjusting items within net finance costs of £153 million (2019: £80 million). This included:
| • | net finance costs of £142 million (being interest costs of £157 million partly offset by fair value gains of £15 million) in relation to the early redemption and repurchase of bonds. A tender offer in October of £2,653 million was followed by a “make-whole” redemption of £462 million in November in respect of certain bonds; |
| • | interest of £21 million (2019: £28 million) in relation to the Franked Investment Income Group Litigation Order (FII GLO), as described on page 43; and |
| • | a net credit of £10 million (2019: charge of £50 million) largely in respect of the Russia excise dispute as disclosed in 2019. |
All of the adjustments noted above have been included in the adjusted earnings per share calculation on page 38.
ADJUSTING ITEMS INCLUDED IN RESULTS OF ASSOCIATES AND JOINT VENTURES
The Group’s interest in ITC decreased from 29.46% to 29.42% as a result of ITC issuing ordinary shares under the company’s Employees Share Option Scheme. The issue of these shares and change in the Group’s share of ITC resulted in a gain of £17 million (2019: £25 million), which is treated as a deemed partial disposal and included in the income statement.
Also in 2020, ITC recognised a charge in respect of the cost of leaf tobacco stocks destroyed in a third-party warehouse fire, the Group’s share of which was £4 million.
The share of post-tax results of associates and joint ventures is after the adjusting items noted above, which are excluded from the calculation of adjusted earnings per share as set out on page 38.
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 2020 include a net credit of £35 million mainly relating to the release of a provision regarding the application of overseas withholding tax, the revaluation of deferred tax liabilities arising on trademarks recognised in the acquisition of Reynolds American Inc. in 2017 due to changes in US state tax rates and the excise dispute in Russia. The credit of £65 million in 2019 primarily related to changes in the US state tax rates in the year, relating to the revaluation of deferred tax liabilities arising on trademarks recognised on the Reynolds American Inc. acquisition in 2017.
As the above items are not reflective of the ongoing business, they have been recognised as adjusting items within taxation. The adjusting tax item also includes £287 million (2019: £373 million) in respect of the taxation on other adjusting items, which are described on pages 33 to 35. Refer to page 43 for the Franked Investment Income Group Litigation Order update. All of the adjustments noted above have been included in the adjusted earnings per share calculation on page 38.
35
Notes to the Financial Statements
CASH FLOW
Net cash generated from operating activities
Net cash generated from operating activities in the IFRS cash flows on page 31 includes the following items:
| Years ended 31 December | 2020 | 2019 | ||||||||||
| £m | £m | |||||||||||
| Profit from operations |
9,962 | 9,016 | ||||||||||
| Depreciation, amortisation and impairment |
1,450 | 1,512 | ||||||||||
| Increase in inventories |
(144 | ) | (371 | ) | ||||||||
| Decrease in receivables related to the charge in respect of the Quebec Class Action |
- | 436 | ||||||||||
| Decrease/(increase) in trade and other receivables |
300 | (699 | ) | |||||||||
| Increase/(decrease) in provision for MSA |
369 | (124 | ) | |||||||||
| (Decrease)/Increase in trade and other payables |
(320 | ) | 730 | |||||||||
| Decrease in net retirement benefit liabilities |
(96 | ) | (40 | ) | ||||||||
| Increase in other provisions |
- | 382 | ||||||||||
| Other non-cash items |
46 | 106 | ||||||||||
|
|
|
|
|
|
| |||||||
| Cash generated from operating activities |
11,567 | 10,948 | ||||||||||
|
|
|
|
|
|
| |||||||
| Dividends received from associates |
351 | 252 | ||||||||||
| Tax paid |
(2,132 | ) | (2,204 | ) | ||||||||
|
|
|
|
|
|
| |||||||
| Net cash generated from operating activities |
9,786 | 8,996 | ||||||||||
|
|
|
|
|
|
| |||||||
Net cash generated from operating activities increased by £790 million, primarily due to the higher profit from operations coupled with favourable working capital movements (notably in US driven by favourable timing of MSA payments) and higher dividends from the Group’s associate ITC. These were partially offset by the payment in 2020 of the 2019 settlement in respect of the excise dispute related to prior periods in Russia (£205 million), US litigation (including Engle progeny cases and £169 million in respect of the Florida judgment described earlier) and working capital movements driven by COVID-19 of £131 million.
Expenditure on research and development was approximately £307 million in 2020 (2019: £376 million) with a focus on products that could potentially reduce the risk associated with smoking conventional cigarettes.
Net cash used in investing activities
Net cash used in investing activities increased by £144 million to £783 million (2019: £639 million) largely due to a net outflow of £159 million (2019: £148 million net inflow) from short-term investment products, including treasury bills, partly offset by a reduction in purchases of property, plant and equipment of £153 million, compared to 2019 (2020: £511 million; 2019: £664 million).
Included within investing activities is gross capital expenditure which includes purchases of property, plant and equipment and purchases of intangibles. 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 2020, the Group invested £648 million, a decrease of 20% on the prior year (2019: £807 million).
The Group expects gross capital expenditure in 2021 of £700 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 £7,897 million in 2020 (2019: £8,593 million outflow). The 2020 outflow was mainly due to the payment of the dividend £4,745 million (2019: £4,598 million, with the increase due to the higher dividend per share) and higher interest paid in the year of £1,737 million (2019: £1,601 million) which in 2020 included charges in relation to the refinancing programme in the year. The Group repaid borrowings of £10.6 billion (including £3.1 billion as part of the Group’s liquidity management strategy to de-risk future financing). This was largely offset by £9.8 billion of new borrowings in the year, which included the £8.9 billion raised under the refinancing programme.
36
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 year. As at 31 December 2020, the average centrally managed debt maturity of bonds was 9.9 years (31 December 2019: 9.1 years) and the highest proportion of centrally managed debt maturing in a single rolling 12-month period was 16.4% (31 December 2019: 18.6%).
The Group continues to maintain investment-grade credit ratings, with ratings from Moody’s/S&P at Baa2 (stable outlook)/BBB+ (stable outlook), respectively, with a medium-term target of Baa1/BBB+. The strength of the ratings has underpinned debt issuance and the Group is confident of its ability 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 2020, the relevant ratios of floating* to fixed rate borrowings were 7:93 (2019: 18:82).
It is Group policy that short-term sources of funds (including drawings under both the US$4 billion commercial paper programme and £3 billion euro commercial paper programme) are backed by undrawn committed lines of credit and cash. As at 31 December 2020, no commercial paper was outstanding (31 December 2019: £1,056 million).
During 2020, in light of the uncertainty and volatility in the external markets, the Group has de-risked future financing requirements by:
| • | accessing the debt capital markets, raising a total of US$8.7 billion in the US market and €1.7 billion and £0.5 billion in the European market (in aggregate £8.9 billion); |
| • | repurchasing and redeeming £3.1 billion of debt maturing in 2021 and 2022, reducing the “tower” of debt maturing in 2022; |
| • | refinancing its £6 billion revolving credit facility consisting of a £3 billion 364-day tranche (with two one-year extension options and a one-year term-out option), and a £3 billion five-year tranche (with two one-year extension options). The facility no longer contains a financial covenant. At 31 December 2020 the facility remained undrawn. Subsequent to the year-end, in February 2021, the Group extended £2.85 billion of the 364-day tranche from March 2021 to March 2022 and £2.85 billion of the five-year tranche from March 2025 to March 2026 (with £3 billion of this tranche remaining available until March 2025); and |
| • | signing bilateral bank facilities to act as a back stop contingency, with total facilities available, and undrawn, at 31 December 2020 of £3.4 billion. |
These financing activities ensure that the Group has sufficient liquidity to service debt and other obligations.
* In relation to the Group’s floating rate borrowings and hedge instruments, there is exposure to uncertainty arising from changes in the USD LIBOR, EURIBOR and GBP LIBOR benchmarks. The Group believes that its contracts with interest rates based on these benchmarks adequately provide for alternate calculations of interest in the event that they are unavailable. The Group believes that any resulting ineffectiveness consequent to the Interest Rate Benchmark Reform is likely to be immaterial. Although these calculations may cause an administrative burden, the Group does not believe that these would materially adversely affect the Group or its ability to manage its interest rate risk.
37
Notes to the Financial Statements
RELATED PARTY DISCLOSURES
The Group’s related party transactions and relationships for 2019 were disclosed on pages 189 and 190 of the Annual Report and Form 20-F for the year ended 31 December 2019. In the year ended 31 December 2020, 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 2020 will be included in the Annual Report and Form 20-F for the year ended 31 December 2020.
EARNINGS PER SHARE
Basic earnings per share were up 12.1% at 280.0p (2019: 249.7p) driven by the growth in operational performance and a lower effective tax rate, offset by higher net finance costs and a reduction in returns from associates and joint ventures. Furthermore, whilst 2020 included charges in the US with regards to litigation related to the MSA on brands sold to a third party this was more than offset by the charges in 2019 in respect of Canada and the Russian excise dispute (as disclosed in 2019).
Before adjusting items (discussed on pages 33 to 35) and including the dilutive effect of employee share schemes, adjusted diluted earnings per share grew by 2.4% to 331.7p (2019: 323.8p) as the Group’s improved operating performance and reduced underlying tax rate more than offset higher interest charges, a decline in profit from associates and joint ventures and the translational foreign exchange headwind on the Group’s results. On a constant translational foreign exchange basis, adjusted diluted earnings per share were 5.5% higher at 341.4p.
| Years ended 31 December |
|
2020
|
|
|
2019
|
| ||||||
| pence | pence | |||||||||||
| Earnings per share |
||||||||||||
| - basic |
280.0 | 249.7 | ||||||||||
| - diluted |
278.9 | 249.0 | ||||||||||
| Adjusted earnings per share |
||||||||||||
| - basic |
333.0 | 324.8 | ||||||||||
| - diluted |
331.7 | 323.8 | ||||||||||
| Headline earnings per share |
||||||||||||
| - basic |
295.5 | 268.1 | ||||||||||
| - diluted |
294.4 | 267.3 | ||||||||||
Basic earnings per share are based on the profit for the year attributable to ordinary shareholders and the weighted average number of ordinary shares in issue during the period (excluding treasury shares). For the calculation of the diluted earnings per share, the weighted average number of shares reflects the potential dilutive effect of employee share schemes.
Adjusted diluted earnings per share are calculated by taking the following adjustments into account (see pages 33 to 35):
| Years ended 31 December |
|
2020
|
|
|
2019
|
| ||||||
| pence | pence | |||||||||||
| Diluted earnings per share |
278.9 | 249.0 | ||||||||||
| Effect of restructuring and integration costs |
14.9 | 20.3 | ||||||||||
| Effect of amortisation and impairment of goodwill, trademarks and similar intangibles |
20.5 | 24.5 | ||||||||||
| Effect of Quebec Class Action charge |
- | 13.6 | ||||||||||
| Effect of the Russian excise dispute |
(1.1 | ) | 8.1 | |||||||||
| Effect of retrospective guidance on overseas withholding tax |
(1.8 | ) | - | |||||||||
| Effect of other adjusting items |
16.7 | 8.1 | ||||||||||
| Effect of associates’ adjusting items |
(0.6 | ) | (1.1 | ) | ||||||||
| Effect of other adjusting items in net finance costs |
5.1 | 3.5 | ||||||||||
| Effect of adjusting items in respect of deferred taxation |
(0.9 | ) | (2.2 | ) | ||||||||
|
|
|
|
|
|
| |||||||
| Adjusted diluted earnings per share |
331.7 | 323.8 | ||||||||||
|
|
|
|
|
|
| |||||||
38
Notes to the Financial Statements
Earnings per share cont…
The presentation of headline earnings per share, as an alternative measure of earnings per share, is mandated under the JSE Listing Requirements. It is calculated in accordance with Circular 1/2019 ‘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 |
|
2020
|
|
|
2019
|
| ||||||
| pence | pence | |||||||||||
| Diluted earnings per share | 278.9 | 249.0 | ||||||||||
| Effect of impairment of intangibles and property, plant and equipment and held-for-sale assets (net of tax) | 17.0 | 19.1 | ||||||||||
| Effect of losses on disposal of property, plant and equipment, held-for-sale assets, partial/full implementation of IFRS 16 Leases and sale and leaseback (net of tax) |
(0.8 | ) | 0.3 | |||||||||
| Issue of shares and changes in shareholding of associates | (0.7 | ) | (1.1 | ) | ||||||||
|
|
|
|
|
|
| |||||||
| Diluted headline earnings per share | 294.4 | 267.3 | ||||||||||
|
|
|
|
|
|
| |||||||
The following is a reconciliation of earnings to headline earnings, in accordance with the JSE Listing Requirements:
| Years ended 31 December |
|
2020
|
|
|
2019
|
| ||||||
| £m | £m | |||||||||||
| Earnings | 6,400 | 5,704 | ||||||||||
| Effect of impairment of intangibles and property, plant and equipment and held-for-sale assets (net of tax) | 391 | 439 | ||||||||||
| Effect of losses on disposal of property, plant and equipment, held-for-sale assets, partial/full implementation of IFRS 16 Leases and sale and leaseback (net of tax) |
(18 | ) | 6 | |||||||||
| Issue of shares and changes in shareholding of associates | (17 | ) | (25 | ) | ||||||||
|
|
|
|
|
|
| |||||||
| Headline earnings | 6,756 | 6,124 | ||||||||||
|
|
|
|
|
|
| |||||||
The earnings per share are based on:
| Years ended 31 December | 2020
|
2019
|
||||||||||||||||||||||||||
| Earnings | Shares | Earnings | Shares | |||||||||||||||||||||||||
| £m | m | £m | m | |||||||||||||||||||||||||
| Earnings per share |
||||||||||||||||||||||||||||
| - basic |
6,400 | 2,286 | 5,704 | 2,284 | ||||||||||||||||||||||||
| - diluted |
6,400 | 2,295 | 5,704 | 2,291 | ||||||||||||||||||||||||
| Adjusted earnings per share |
||||||||||||||||||||||||||||
| - basic |
7,613 | 2,286 | 7,418 | 2,284 | ||||||||||||||||||||||||
| - diluted |
7,613 | 2,295 | 7,418 | 2,291 | ||||||||||||||||||||||||
| Headline earnings per share |
||||||||||||||||||||||||||||
| - basic |
6,756 | 2,286 | 6,124 | 2,284 | ||||||||||||||||||||||||
| - diluted |
6,756 | 2,295 | 6,124 | 2,291 | ||||||||||||||||||||||||
39
Notes to the Financial Statements
CONTINGENT LIABILITIES AND FINANCIAL COMMITMENTS
The Group has contingent liabilities in respect of litigation, taxes and guarantees in various countries. These are described below, are further described in Note 27 to the 2019 Annual Report and Accounts and Form 20-F and will be included in the 2020 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 Netherlands.
In Bangladesh, on 25 July 2018, the Appellate Division of the Supreme Court of Bangladesh reversed the decision of the High Court against BAT Bangladesh in respect of the retrospective demands for VAT and Supplementary Duty amounting to approximately £154 million. On 3 February 2020, the certified Court Order was received. The Government filed a Review Petition on 25 March 2020 in the Appellate Division of the Supreme Court of Bangladesh against the judgment. The matter is yet to be taken up for hearing.
British American Tobacco Egypt LLC is subject to two ongoing civil cases concerning the imposition of sales tax on low-price category brands brought by the Egyptian tax authority for £122 million. Management believes that the tax claims are unfounded and has appealed the tax claims. These cases are under review by the Council of State. During hearings in August 2020, the courts decided, in both cases, to transfer the files to court appointed experts but these sessions have not yet been scheduled. Progress on the cases, and further hearings, have been delayed due to COVID-19.
The Group is also appealing the ruling in respect of sales taxes and penalties in South Korea.
40
Notes to the Financial Statements
Contingent liabilities and financial commitments cont…
Group litigation
Group companies, as well as other leading cigarette manufacturers, are defendants in a number of product liability cases. In a number of the cases, the amounts of compensatory and punitive damages sought are significant. While it is impossible to be certain of the outcome of any particular case or of the amount of any possible adverse verdict, the Group believes that the defences of the Group’s companies to all these various claims are meritorious on both the law and the facts, and a vigorous defence is being made everywhere. If an adverse judgment is entered against any of the Group’s companies in any case, avenues of appeal will be pursued as necessary. Such appeals could require the appellants to post appeal bonds or substitute security in amounts that could in some cases equal or exceed the amount of the judgment. At least in the aggregate, and despite the quality of defences available to the Group, it is not impossible that the Group’s results of operations or cash flows in a particular period could be materially affected by this and by the final outcome of any particular litigation.
Canada
In Canada, following the implementation of legislation enabling provincial governments to recover healthcare costs directly from tobacco manufacturers, ten actions for recovery of healthcare costs arising from the treatment of smoking and health-related diseases were commenced in ten provinces. Damages sought have not yet been quantified by all ten provinces; however, in respect of five provinces, the damages quantified in each of the provinces range between CAD$10 billion (approximately £5.7 billion) and CAD$118 billion (approximately £67 billion), and the province of Ontario delivered an expert report quantifying its damages in the range of CAD$280 billion (approximately £161 billion) and CAD$630 billion (approximately £362 billion) in 2016/2017 dollars. Ontario has amended its Statement of Claim to claim damages of CAD$330 billion (approximately £190 billion). On 31 January 2019, the Province delivered a further expert report claiming an additional CAD $9.4-10.9 billion in damages (approximately £5.4 billion - £6.3 billion) in respect of environmental tobacco smoke. No trial date has been set. In respect of New Brunswick, on 7 March 2019, the New Brunswick Court of Queen’s Bench released a decision requiring the Province to produce a substantial amount of additional documentation and data to the defendants. As a result, the original trial date of 4 November 2019 has been delayed.
In addition to the actions commenced by the provincial governments, there are numerous class actions outstanding against Group companies. As set out below, all of these actions are currently subject to stays of proceedings. On 1 March 2019, the Quebec Court of Appeal handed down a judgment which largely upheld and endorsed the lower court’s previous decision in the two Quebec class actions. ITCAN’s share of the judgment is a maximum of CAD$ 9.2 billion. As a result of this judgment, the attempts by the Quebec plaintiffs to obtain payment out of the CAD$758 million on deposit with the court, the fact that JTI-MacDonald Corp (a co-defendant in the cases) filed for protection under the CCAA on 8 March 2019 and obtained a court ordered stay of all tobacco litigation in Canada as against all defendants (including the RJR Group Companies) until 4 April 2019, and the need for a process to resolve all of the outstanding litigation across the country, on 12 March 2019, ITCAN filed for protection under the CCAA. In its application ITCAN asked the Ontario Superior Court to stay all pending or contemplated litigation against ITCAN, certain of its subsidiaries and all other Group companies that were defendants in the Canadian tobacco litigation (the “Stays”). The Stays are currently in place until 31 March 2021. 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.
US - Engle
As at 31 December 2020, the Group’s subsidiaries, R. J. Reynolds Tobacco Company, Lorillard Tobacco Company and Brown & Williamson Holdings, Inc., had collectively been served in 1,400 pending Engle progeny cases filed on behalf of approximately 1,725 individual plaintiffs. Many of these are in active discovery or nearing trial. In 2020, RJRT or Lorillard Tobacco paid judgments in 8 Engle progeny cases. Those payments totalled US$74 million (approximately £54 million) in compensatory or punitive damages. Additional costs were paid in respect of attorneys’ fees and statutory interest. In addition, from 1 January 2018 to 31 December 2020, outstanding jury verdicts in favour of the Engle progeny plaintiffs had been entered against RJRT or Lorillard Tobacco Company for US$108 million (approximately £79 million) in compensatory damages (as adjusted) and US$225 million (approximately £164 million) in punitive damages. A significant 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 £146 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.
41
Notes to the Financial Statements
Contingent liabilities and financial commitments cont…
Fox River
In January 2017, NCR and Appvion entered into a Consent Decree with the US 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 US 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 US 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 above, with the provision standing at £70 million at 31 December 2020.
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 £121 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, further to 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 £135 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 U.K. Supreme Court. Both parties applied directly to the U.K. Supreme Court for permission to appeal in March 2019. On 31 July 2019, BTI was granted permission to appeal to the Supreme Court. On the same day, the Supreme Court refused Sequana permission to appeal. The hearing of BTI’s appeal was listed to take place on 25 and 26 March 2020 but was adjourned because of the COVID-19 pandemic. The hearing is now listed to take place on 4 and 5 May 2021. 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
The Group has been investigating, and is aware of governmental authorities’ investigations into, allegations of misconduct. The Group is cooperating with the authorities’ investigations, including the DOJ and OFAC in the United States, which are conducting an investigation into suspicions of breach of sanctions.
In January 2021 the Group was informed that the investigation by UK’s Serious Fraud Office (SFO) into suspicions of corruption in the conduct of business by Group companies and associated persons had been closed. The SFO stated that it would continue to offer assistance to the ongoing investigations of other law enforcement partners.
The potential for fines, penalties or other consequences cannot currently be assessed. As the investigations are ongoing, it is not yet possible to identify the timescale in which these matters might be resolved.
Summary
Having regard to all these matters, with the exception of Fox River, Quebec and potentially certain litigation (including in the US related to historical MSA liabilities on brands previously sold to a third party and in respect of certain Engle progeny cases), the Group does not consider it appropriate to make any provision or charge in respect of any pending litigation. The Group does not believe that the ultimate outcome of this litigation will significantly impair the Group’s financial condition. If the facts and circumstances change, then there could be a material impact on the financial statements of the Group.
Full details of the litigation against Group companies and tax disputes as at 31 December 2020 will be included in the Annual Report and Form 20-F for the year ended 31 December 2020. Whilst there has been some movement on new and existing cases against Group companies, there have been, except as otherwise stated, no material developments in 2020 or to date in 2021 that would impact on the financial position of the Group.
42
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 are 23 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 matter has been remitted to the High Court to determine the time limit on the facts. The judgment from the second hearing is expected in 2021. Full details will be provided in the 2020 Annual Report and Accounts and Form 20-F. The Supreme Court judgment in the CFC & Dividend Group Litigation Order, of which Prudential is the test case, was delivered on 25 July 2018. Applying the Prudential judgment reduces the value of the FII claim to approximately £0.6 billion, mainly as the result of the application of simple interest.
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 as deferred income. Any future recognition as income will be treated as an adjusting item, due to the size of the order, with interest of £21 million in respect of 2020 (2019: £28 million) accruing on the balance, which was also treated as an adjusting item.
RETIREMENT BENEFIT SCHEMES
The Group’s subsidiary undertakings operate defined benefit and defined contribution schemes including post-retirement healthcare schemes. 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 2020 was £12,223 million (2019: £11,726 million), while unfunded scheme liabilities amounted to £1,147 million (2019: £1,135 million). The fair value of scheme assets increased from £11,860 million in 2019 to £12,576 million in 2020. The overall net liability for all pension and healthcare schemes in Group subsidiaries amounted to £810 million at the end of 2020, compared to £1,029 million at the end of 2019.
The reduction in net liability may be largely attributed to improved asset returns driven by actuarial gains in the period which more than offset the impact of lower discount rates applied in the US (2020: 2.6%; 2019: 3.3%) and the UK (2020: 1.4%; 2019: 2.0%).
43
Other Information
DIVIDENDS
The Board has declared an interim dividend of 215.6p per ordinary share of 25p, for the year ended 31 December 2020, payable in four equal quarterly instalments of 53.9p per ordinary share in May 2021, August 2021, November 2021 and February 2022. This represents an increase of 2.5% on 2019 (2019: 210.4p per share), and a payout ratio, on 2020 adjusted diluted earnings per share, of 65.0%.
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 £4,745 million (2019: £4,598 million).
| 2020 | 2019 | |||||||||||||||||||
| Dividends declared: | Pence per | USD per | Pence per | USD per | ||||||||||||||||
| Quarterly payment 1 (paid May 2020) |
52.60 | 0.6424030 | 50.75 | 0.6596990 | ||||||||||||||||
| Quarterly payment 2 (paid August 2020) |
52.60 | 0.6889020 | 50.75 | 0.6155970 | ||||||||||||||||
| Quarterly payment 3 (paid November 2020) |
52.60 | 0.6895860 | 50.75 | 0.6521370 | ||||||||||||||||
| Quarterly payment 4 (paid February 2021) |
52.60 | 0.7178320 | 50.75 | 0.6571610 | ||||||||||||||||
| 210.4 | 2.738723 | 203.0 | 2.5845940 | |||||||||||||||||
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 US 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.
44
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 2021, 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) |
17 February | |||||||
| Publication of finalisation information (JSE) |
15 March | 29 June | 20 September | 13 December | ||||
| No removal requests permitted between the UK main register and the South Africa branch register |
15 March– 26 March
(inclusive) |
29 June– 9 July
(inclusive) |
20 September– 1 October
(inclusive) |
13 December– 24 December
(inclusive) | ||||
| Last Day to Trade (LDT) cum dividend (JSE) |
23 March | 6 July | 28 September | 21 December | ||||
| Shares commence trading ex- dividend (JSE) |
24 March | 7 July | 29 September | 22 December | ||||
| No transfers permitted between the UK main register and the South Africa branch register |
24 March– 26 March
(inclusive) |
7 July– 9 July
(inclusive) |
29 September – 1 October
(inclusive) |
22 December– 24 December
(inclusive) | ||||
| No shares may be dematerialised or rematerialised on the South Africa branch register |
24 March– 26 March
(inclusive) |
7 July– 9 July
(inclusive) |
29 September– 1 October
(inclusive) |
22 December– 24 December
(inclusive) | ||||
| Shares commence trading ex- dividend (LSE and NYSE) |
25 March | 8 July | 30 September | 23 December | ||||
| Record date (JSE, LSE and NYSE) |
26 March | 9 July | 1 October | 24 December | ||||
| Last date for receipt of Dividend Reinvestment Plan (DRIP) elections (LSE) |
20 April | 29 July | 21 October | 19 January 2022 | ||||
| Payment date (LSE and JSE) |
12 May | 19 August | 11 November | 9 February 2022 | ||||
| ADS payment date (NYSE) |
17 May | 24 August | 16 November | 14 February 2022 | ||||
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.
45
Other Information
NON-FINANCIAL KPIs
Volume
Volume is defined as the number of units sold. Units may vary between categories. This can be summarised for the principal metrics as follows:
| - | Factory made cigarettes (FMC) – sticks, regardless of weight or dimensions; |
| - | Roll-Your-Own / Make-Your-Own – kilos, converted to a stick equivalent based upon 0.8 grams (per stick equivalent) for Roll-Your-Own and between 0.5 and 0.7 grams (per stick equivalent) for Make-Your-Own; |
| - | Traditional oral – pouches (being 1:1 conversion to stick equivalent) and kilos, converted to a stick equivalent based upon 2.8 grams (per stick equivalent) for Moist Snuff, 2.0 grams (per stick equivalent) for Dry Snuff and 7.1 grams (per stick equivalent) for other oral; |
| - | Modern Oral – pouches, being 1:1 conversion to stick equivalent; |
| - | Tobacco Heat sticks – sticks, being 1:1 conversion to stick equivalent; and |
| - | Vapour – pods and 10 millilitre bottles. There is no conversion to a stick equivalent. |
Volume is recognised in line with IFRS 15 Revenue from Contracts with Customers, based upon transfer of control. It is assumed that there is no material difference, in line with the Group’s recognition of revenue, between the transfer of control and shipment date.
Volume is used by management and investors to assess the relative performance of the Group and its brands within categories, given volume is a principal determinant of revenue.
Volume share
Volume share is the number of units bought by consumers of a specific brand or combination of brands, as a proportion of the total units bought by consumers in the industry, category or other sub-categorisation. Sub-categories include, but are not limited to, the total nicotine category, modern oral, vapour, traditional oral, total oral or cigarette.
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 2020).
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.
46
Other Information
Non-Financial KPIs cont….
Where possible, the Group utilises data provided by third-party organisations, including AC Nielsen, based upon retail audit of sales to consumers. In certain markets, where such data is not available, other measures are employed which assess value share based upon other movements within the supply chain, such as sales to retailers. This may depend on the provision of data to the industry by the customers (including distributors and wholesalers).
Value share is used by management to assess the relative performance of the Group and its brands against the performance of its competitors in the categories and geographies in which the Group operates, specifically indicating the Group’s ability to realise value relative to the market. The measure is particularly useful when the Group’s products and/or the relevant category in the market in which they are sold has developed or achieved scale from which value can be realised. The Group’s management believes that this measure is useful to investors to comprehend the relative performance of the Group and its brands against the performance of its competitors in the categories and geographies in which the Group operates, specifically indicating the Group’s ability to realise value relative to the market.
Value share in each period compares the average value share in the period with the average value share in the prior year. This is a more robust measure of performance, removing short-term volatility that may arise at a point of time.
However, in certain circumstances, related to periods of introduction to a market, in order to illustrate the latest performance, data may be provided as at the end of the period rather than the average in that period. In these instances the Group states these at a specific date (for instance, December 2020).
Price mix
Price mix is a term used by management and investors to explain the movement in revenue between periods. Revenue is affected by the volume (how many units are sold) and the value (how much is each unit sold for). Price mix is used to explain the value component of the sales as the Group sells each unit for a value (price) but may also achieve a movement in revenue due to the relative proportions of higher value volume sold compared to lower value volume sold (mix).
This term is used to explain the Group’s relative performance between periods only. It is calculated as the difference between the movement in revenue (between periods) and volume (between periods). For instance, the growth in combustibles revenue (excluding translational foreign exchange movements) of 2.8% in 2020, with a decline in combustibles volume of 4.5% in 2020, leads to a price mix of 7.3% in 2020. No assumptions underlie this metric as it utilises the Group’s own data.
Non-combustible consumers
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 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.
47
Other Information
NON-GAAP MEASURES
To supplement the presentation of the Group’s results of operations and financial condition in accordance with IFRS, the Group also presents several non-GAAP measures used by management to monitor the Group’s performance. The Group’s management regularly reviews the measures used to assess and present the financial performance of the Group and, as relevant, its geographic segments.
Although the Group does not believe that these measures are a substitute for IFRS measures, the Group does believe such results excluding the impact of adjusting items provide additional useful information to investors regarding the underlying performance of the business on a comparable basis.
The principal non-GAAP measures which the Group uses are adjusted revenue, adjusted revenue from the strategic portfolio, adjusted revenue from New Categories, adjusted profit from operations, adjusted diluted earnings per share, which are before the impact of adjusting items and are reconciled from revenue, profit from operations and diluted earnings per share. Adjusting items, as identified in accordance with the Group’s accounting policies, represent certain items of income and expense which the Group considers distinctive based on their size, nature or incidence. These include significant items in 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. The adjusting items are used to calculate the non-GAAP measures of adjusted revenue, adjusted profit from operations, adjusted operating margin, adjusted net finance costs, adjusted taxation, adjusted share of post-tax results of associates and joint ventures, underlying tax rate and adjusted diluted earnings per share. The Group also supplements its presentation of revenue in accordance with IFRS by presenting the non-GAAP component breakdowns of 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.
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.
48
Other Information
Non-GAAP measures cont…
The Group also presents net debt, a non-GAAP measure, on page 1. 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 analytical tools. It is not a presentation made in accordance with IFRS and should not be considered as an alternative to borrowings or total liabilities determined in accordance with IFRS. Net debt is not necessarily comparable to similarly titled measures used by other companies. As a result, readers should not consider this measure in isolation from, or as a substitute analysis for, the Group’s measures of financial position as determined in accordance with IFRS.
Due to the secondary listing of the ordinary shares of British American Tobacco p.l.c. on the main board of the JSE Limited (JSE) in South Africa, the Group is required to present headline earnings per share and diluted headline earnings per share, as alternative measures of earnings per share, calculated in accordance with Circular 1/2019 ‘Headline Earnings’ issued by the South African Institute of Chartered Accountants. These are shown on pages 38 and 39.
The Group also presents underlying tax rate, a non-GAAP measure, on page 15. The Group uses underlying tax rate to assess the tax rate applicable to the Group’s underlying operations, excluding the Group’s share of post-tax results of associates and joint ventures in BAT’s pre-tax results and adjusting items. The Management Board believes that this additional measure, which is used internally, is useful to the users of the financial statements because it excludes the contribution from the Group’s associates, recognised after tax but within the Group’s pre-tax profits, and adjusting items, thereby enhancing users’ understanding of underlying business performance. Underlying tax rate has limitations as an analytical tool. It is not a presentation made in accordance with IFRS and should not be considered as an alternative to the Group’s headline effective tax rate as determined in accordance with IFRS. Underlying tax rate is not necessarily comparable to similarly titled measures used by other companies. As a result, this measure should not be considered in isolation from, or as a substitute analysis for, the Group’s underlying tax rate as determined in accordance with IFRS.
Adjusted Revenue
Definition: Revenue before the impact of adjusting items.
| Years ended 31 December | 2020 | 2019 | ||||||||||
|
|
|
| ||||||||||
| £m | £m | |||||||||||
| Revenue |
25,776 | 25,877 | ||||||||||
| Less: Excise on goods bought-in on short-term arrangements |
- | (50 | ) | |||||||||
|
|
|
|
|
|
| |||||||
| Adjusted revenue |
25,776 | 25,827 | ||||||||||
| Impact of translational foreign exchange |
894 | - | ||||||||||
|
|
|
|
|
|
| |||||||
| Adjusted revenue re-translated at constant exchange rates |
26,670 | 25,827 | ||||||||||
|
|
|
|
|
|
| |||||||
49
Other Information
Non-GAAP measures cont…
Adjusted Revenue from the Strategic Portfolio
Definition: Revenue before the impact of adjusting items derived from the Strategic Portfolio. This measure enables users of the financial statements to better compare the Group’s business performance across periods and with reference to the Group’s investment activity.
| Years ended 31 December | 2020 | Adj | Impact of | 2020 adj at | 2019 | Adj | 2019 | |||||||||||||||||||||||||
| items | exchange | 2019 CC | items | adjusted | ||||||||||||||||||||||||||||
| £m | £m | £m | £m | £m | £m | £m | ||||||||||||||||||||||||||
| Strategic Portfolio |
||||||||||||||||||||||||||||||||
| Strategic Combustibles |
16,992 | - | 559 | 17,551 | 16,515 | - | 16,515 | |||||||||||||||||||||||||
| Vapour |
611 | - | 4 | 615 | 401 | - | 401 | |||||||||||||||||||||||||
| THP |
634 | - | 2 | 636 | 728 | - | 728 | |||||||||||||||||||||||||
| Modern Oral |
198 | - | - | 198 | 126 | - | 126 | |||||||||||||||||||||||||
| New Categories |
1,443 | - | 6 | 1,449 | 1,255 | - | 1,255 | |||||||||||||||||||||||||
| Strategic Traditional Oral |
1,100 | - | 6 | 1,106 | 1,023 | - | 1,023 | |||||||||||||||||||||||||
| Total Strategic Revenue |
19,535 | - | 571 | 20,106 | 18,793 | - | 18,793 | |||||||||||||||||||||||||
| Non-Strategic Portfolio |
||||||||||||||||||||||||||||||||
| Combustibles |
5,760 | - | 283 | 6,043 | 6,486 | (50 | ) | 6,436 | ||||||||||||||||||||||||
| Traditional Oral |
60 | - | (1 | ) | 59 | 58 | - | 58 | ||||||||||||||||||||||||
| Other |
421 | - | 41 | 462 | 540 | - | 540 | |||||||||||||||||||||||||
| Total Non-Strategic Revenue |
6,241 | - | 323 | 6,564 | 7,084 | (50 | ) | 7,034 | ||||||||||||||||||||||||
| Total Revenue |
25,776 | - | 894 | 26,670 | 25,877 | (50 | ) | 25,827 | ||||||||||||||||||||||||
Adjusted profit from operations and adjusted operating margin
Definition: Profit from operations before the impact of adjusting items (described on pages 33 to 35) and adjusted profit from operations as a percentage of adjusted revenue.
| Years ended 31 December | 2020 | 2019 | ||||||||||
|
|
|
| ||||||||||
| £m | £m | |||||||||||
| Profit from operations |
9,962 | 9,016 | ||||||||||
| Restructuring and integration costs |
408 | 565 | ||||||||||
| Amortisation and impairment of trademarks and similar intangibles |
339 | 481 | ||||||||||
| Impairment of goodwill (including Malaysia in 2020 and Indonesia in 2019) |
209 | 194 | ||||||||||
| (Credit)/charge in respect of an excise dispute in Russia |
(40) | 202 | ||||||||||
| Charge in respect of Quebec Class Action |
- | 436 | ||||||||||
| Charge in respect of MSA liabilities related to brands sold to a third-party |
400 | - | ||||||||||
| Other adjusting items (including Engle) |
87 | 236 | ||||||||||
|
|
|
|
|
|
| |||||||
| Adjusted profit from operations |
11,365 | 11,130 | ||||||||||
|
|
|
| ||||||||||
| Impact of translational foreign exchange on adjusted profit from operations |
296 | |||||||||||
|
|
|
|
||||||||||
| Adjusted profit from operations re-translated at constant exchange rates |
11,661 | |||||||||||
|
|
|
|
||||||||||
| Operating margin (Profit from operations as % of revenue) |
38.6% | 34.8% | ||||||||||
| Adjusted operating margin (Adjusted profit from operations as a % of adjusted revenue) |
44.1% | 43.1% | ||||||||||
50
Other Information
Non-GAAP measures cont…
Adjusted net finance costs
Definition: Net finance costs before the impact of adjusting items (described on page 35).
| Years ended 31 December | 2020
|
2019
|
||||||||
| £m
|
£m
|
|||||||||
| Finance costs |
(1,795 | ) | (1,686 | ) | ||||||
| Finance income |
50 | 84 | ||||||||
| Net finance costs |
(1,745 | ) | (1,602 | ) | ||||||
| Less: Adjusting items in net finance costs |
153 | 80 | ||||||||
| Net adjusted finance costs |
(1,592 | ) | (1,522 | ) | ||||||
| Comprising: |
||||||||||
| Interest payable |
(1,654 | ) | (1,718 | ) | ||||||
| Interest and dividend income |
50 | 84 | ||||||||
| Fair value changes – derivatives |
217 | (367 | ) | |||||||
| Exchange differences |
(205 | ) | 479 | |||||||
| Net adjusted finance costs |
(1,592 | ) | (1,522 | ) | ||||||
| Impact of translational foreign exchange |
(20 | ) | ||||||||
| Net adjusted finance costs (at constant rates of exchange) |
(1,612 | ) | ||||||||
Adjusted taxation
Definition: Taxation before the impact of adjusting items (described on page 35).
| Years ended 31 December | 2020 | 2019 | ||||||||||||
| £m
|
£m
|
|||||||||||||
| UK | ||||||||||||||
| - | current year tax | 38 | 41 | |||||||||||
| - | adjustment in respect of prior periods | - | (33 | ) | ||||||||||
| Overseas |
||||||||||||||
| - | current year tax | 2,369 | 2,074 | |||||||||||
| - | adjustment in respect of prior periods | 18 | (27 | ) | ||||||||||
| Current tax |
2,425 | 2,055 | ||||||||||||
| Deferred tax |
(317 | ) | 8 | |||||||||||
| Taxation on ordinary activities |
2,108 | 2,063 | ||||||||||||
| Adjusting items |
322 | 438 | ||||||||||||
| Net adjusted tax charge |
2,430 | 2,501 | ||||||||||||
Underlying tax rate
Definition: Tax rate incurred before the impact of adjusting items (described on page 35) 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.
| Years ended 31 December | 2020 | 2019 | ||||||||
|
£m |
£m |
|||||||||
| Profit before taxation (PBT) |
8,672 | 7,912 | ||||||||
| Less: Share of post-tax results of associates and joint ventures |
(455 | ) | (498 | ) | ||||||
| Adjusting items within profit from operations |
1,403 | 2,114 | ||||||||
| Adjusting items within finance costs |
153 | 80 | ||||||||
| Adjusted PBT, excluding associates and joint ventures |
9,773 | 9,608 | ||||||||
| Impact of translational foreign exchange |
276 | |||||||||
| Adjusted PBT, excluding associates and joint ventures (at constant rates) |
10,049 | |||||||||
| Taxation on ordinary activities |
(2,108 | ) | (2,063 | ) | ||||||
| Adjusting items within taxation and taxation on adjusting items |
(322 | ) | (438 | ) | ||||||
| Adjusted taxation |
(2,430 | ) | (2,501 | ) | ||||||
| Impact of translational foreign exchange on adjusted taxation |
(63 | ) | ||||||||
| Adjusted taxation (at constant rates) |
(2,493 | ) | ||||||||
| Underlying tax rate |
24.9% | 26.0% | ||||||||
| Underlying tax rate (constant rates) |
24.8% | 26.0% | ||||||||
| Effective tax rate |
24.3% | 26.1% | ||||||||
51
Other Information
Non-GAAP measures cont…
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.
| Years ended 31 December | 2020 | 2019 | ||||||||
| pence | pence | |||||||||
| Diluted earnings per share |
278.9 | 249.0 | ||||||||
| Effect of restructuring and integration costs |
14.9 | 20.3 | ||||||||
| Effect of amortisation and impairment of goodwill, trademarks and similar intangibles |
20.5 | 24.5 | ||||||||
| Effect of Quebec Class Action |
- | 13.6 | ||||||||
| Effect of Russia excise dispute |
(1.1 | ) | 8.1 | |||||||
| Effect of retrospective guidance on overseas withholding tax |
(1.8 | ) | - | |||||||
| Effect of other adjusting items |
16.7 | 8.1 | ||||||||
| Effect of associates’ adjusting items |
(0.6 | ) | (1.1 | ) | ||||||
| Effect of other adjusting items in net finance costs |
5.1 | 3.5 | ||||||||
| Effect of adjusting items in respect of deferred taxation |
(0.9 | ) | (2.2 | ) | ||||||
| Adjusted diluted earnings per share |
331.7 | 323.8 | ||||||||
| Impact of translational foreign exchange |
9.7 | |||||||||
| Adjusted diluted earnings per share, at constant exchange rates |
341.4 | |||||||||
52
Other Information
This page has been left intentionally blank
53
Other Information
ADDITIONAL INFORMATION
British American Tobacco is one of the world’s leading consumer products businesses, with brands sold in more than 200 markets. We have strategic combustible and THP brands – Dunhill, Kent, Lucky Strike, Pall Mall, Rothmans, Neo, Newport, Camel (in the US) and Natural American Spirit (in the US) – and over 200 brands in our portfolio, including a growing portfolio of potentially reduced-risk products. We hold robust market positions in each of our regions and have leadership positions in more than 55 markets.
References in this document to information on websites, including the web address of BAT, have been included as inactive textual references only. These websites and the information contained therein or connected thereto are not intended to be incorporated into or to form part of this report.
ANNUAL REPORT and FORM 20-F
Statutory accounts
The financial information set out above does not constitute the Company’s statutory accounts for the years ended 31 December 2020 or 2019. Statutory accounts for 2019 have been delivered to the Registrar of Companies and those for 2020 will be delivered following the Company’s Annual General Meeting. The auditors’ report on the 2019 accounts was unqualified, did not draw attention to any matters by way of emphasis and did not contain statements under s498(2) or (3) of Companies Act 2006 or equivalent preceding legislation.
Publication
The Annual Report and Form 20-F will be published on bat.com on or around 9 March 2021. 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 US purposes) for the year ended 31 December 2020), 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 17 February 2021 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 www.morningstar.co.uk/uk/NSM.
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 16 February 2021.
54
Other Information
OTHER PRODUCTS
The Group reports volumes as additional information. This is done, where appropriate, with cigarette sticks as the basis, with usage levels applied to other products to calculate the equivalent number of cigarette units.
The conversion rates that are applied:
| Equivalent to one cigarette | ||||
| Tobacco Heat sticks |
1 heat stick | |||
| Cigars |
1 cigar (regardless of size) | |||
| Oral |
||||
| - |
Pouch | 1 pouch | ||
| - |
Moist Snuff | 2.8 gram | ||
| - |
Dry Snuff | 2.0 gram | ||
| - |
Loose leaf, plug, twist | 7.1 gram | ||
| Pipe tobacco |
0.8 gram | |||
| Roll-your-own |
0.8 gram | |||
| Make-your-own |
||||
| - |
Expanded tobacco | 0.5 grams | ||
| - |
Optimised tobacco | 0.7 grams | ||
Roll-your-own (RYO)
Loose tobacco designed for hand rolling, normally a finer cut with higher moisture, compared to cigarette tobacco.
Make-your-own (MYO)
MYO expanded tobacco; also known as volume tobacco.
Loose cigarette tobacco with enhanced filling properties – to allow higher yields of cigarettes/kg - designed for use with cigarette tubes and filled via a tobacco tubing machine.
MYO non-expanded tobacco; also known as optimised tobacco.
Loose cigarette tobacco designed for use with cigarette tubes and filled via a tobacco tubing machine.
SHAREHOLDER INFORMATION
FINANCIAL CALENDAR 2021*
| Wednesday 28 April |
Annual General Meeting at 11.30am | |
| 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 2021 AGM will be contingent on applicable UK Government health and safety restrictions in place at that time. | ||
| Friday 30 July |
Half-Year Report | |
* Indicated dates are subject to change
55
Other Information
FORWARD LOOKING STATEMENTS
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. 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.
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, as well as: (i) certain statements in the Chief Executive introduction (pages 1 to 2); (ii) certain statements in the Finance and Transformation Director’s Statement (page 2); (iii) certain statements in the Category Performance Review (pages 4 to 7); (iv) certain statements in the Regional Performance Review section (pages 8 to 13); (v) certain statements in the Other Financial Information section (pages 14 to 17); (vi) certain statements in the Managing Through COVID-19 section (pages 18 to 20); (vii) certain statements in the Other Information section (pages 21 to 25); (viii) certain statements in the Notes to the Interim Financial Statements section (pages 32 to 43), including the Liquidity and Contingent Liabilities and Financial Commitments sections; (ix) certain statements in the Other Information section (pages 44 to 55), including the Non-GAAP Measures sections and under the heading “Dividends”.
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 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; the impact of market size reduction and consumer down-trading; adverse litigation and dispute outcomes and the effect of such outcomes on the Group’s financial condition; the impact of significant increases or structural changes in tobacco, nicotine and New Categories related taxes; translational and transactional foreign exchange rate exposure; changes or differences in domestic or international economic or political conditions; the ability to maintain credit ratings and to fund the business under the current capital structure; the impact of serious injury, illness or death in the workplace; adverse decisions by domestic or international regulatory bodies; and changes in the market position, businesses, financial condition, results of operations or prospects of the Group. 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.
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.
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.
All financial statements and financial information provided by or with respect to the U.S. or Reynolds American Inc. (“Reynolds”) are initially prepared on the basis of U.S. GAAP and constitute the primary financial statements or financial records of the U.S. / Reynolds. This financial information is then converted to International Financial Reporting Standards as issued by the IASB and as adopted by the European Union (“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 it is provided as an explanation of, or supplement to, Reynolds’ 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.
56
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; facsimile: +44 20 7240 0555
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
57
GLOSSARY and DEFINITIONS
The following is a summary of the key terms used within this report:
| Term | Definition | |
| AMSSA |
Americas (excluding US) and Sub-Saharan Africa. The key markets are: Argentina, Brazil, Canada, Chile, Colombia, Mexico, Nigeria, South Africa | |
| APME |
Asia Pacific and Middle East. The key markets are: Australia, Bangladesh, Gulf Cooperation Council, Indonesia, Iran, Iraq, Japan, Malaysia, New Zealand, Pakistan, South Korea, Taiwan, Vietnam | |
| British American Tobacco, BAT, Group, we, us and our |
When the reference denotes an opinion, this refers to British American Tobacco p.l.c. and when the reference denotes tobacco business activity this refers to British American Tobacco Group operating companies, either collectively or individually, as the case may be. | |
| Cigarette |
Factory made cigarettes (FMC) and includes products that have similar characteristics and are manufactured in the same manner, but due to specific features may not be recognised as cigarettes for regulatory, duty or similar reasons. | |
| Combustibles |
Cigarettes and OTP | |
| Constant Currency / Constant rates |
Presentation of results in the prior year’s exchange rate, removing the potentially distorting effect of translational foreign exchange on the Group’s results. The Group does not adjust for normal transactional gains or losses in profit from operations which are generated by exchange rate movements | |
| Developed Markets |
As defined by the World Economic Outlook as Advanced Economies and those within the European Union | |
| Emerging Markets |
Those markets not defined as Developed Markets | |
| ENA |
Europe and North Africa. The key markets are: Algeria, Belgium, Czech Republic, Egypt, Denmark, France, Germany, Italy, Kazakhstan, Morocco, the Netherlands, Poland, Romania, Russia, Spain, Switzerland, Turkey, United Kingdom, Ukraine | |
| Key markets |
The key markets are: Argentina, Brazil, Canada, Chile, Colombia, Mexico, Nigeria, South Africa, Australia, Bangladesh, Gulf Cooperation Council, Indonesia, Iran, Iraq, Japan, Malaysia, New Zealand, Pakistan, South Korea, Taiwan, Vietnam, Algeria, Belgium, Czech Republic, Egypt, Denmark, France, Germany, Italy, Kazakhstan, Morocco, the Netherlands, Poland, Romania, Russia, Spain, Switzerland, Turkey, United Kingdom, Ukraine and the United States. | |
| Modern Oral |
Includes EPOK, Lyft, Velo and other modern white snus | |
| New Categories |
Includes Vapour, THP and Modern Oral | |
|
Non-Combustibles |
New Categories plus Traditional Oral | |
| OTP |
Other Tobacco Products, including make-your-own, roll-your-own, Pipe and Cigarillos | |
| Project Quantum |
Review of the Group’s operating model to drive increased agility and efficiency | |
| Reduced risk |
Based on the available science, products within “New Categories” and “Traditional Oral” have been shown to be reduced-risk; are likely to be reduced-risk; or may have the potential to be reduced-risk, in each case if switched to exclusively as compared to continuing to smoke cigarettes. | |
| Strategic combustible and THP brands |
Includes Kent, Dunhill, Lucky Strike, Pall Mall, Rothmans, Newport, Natural American Spirit (US), Camel (US), glo and Neo | |
| Strategic Portfolio |
Comprised on strategic combustibles, strategic traditional oral and New Categories – and Includes Kent, Dunhill, Lucky Strike, Pall Mall, Rothmans, Newport, Natural American Spirit (US), Camel (US), Vype, Vuse, glo, Neo, Ten Motives, Velo, EPOK, Lyft, Granit, Mocca, Grizzly, Camel Snus, Kodiak | |
| Top 5 / T5 vapour markets |
Being the top 5 markets for industry vapour sales by revenue – US, Canada, UK, France and Germany. These markets represent an estimated 75% of Global industry vapour revenue (closed systems). | |
| Top 6 / T6 modern oral markets |
Being the top 6 markets for industry modern oral sales by revenue – US, Germany, Sweden, Norway, Denmark and Switzerland. These markets represent an estimated 90-95% 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, Romania, Germany, Ukraine, Poland and Czech Republic. These markets represent an estimated 90-95% of Global industry THP revenue. | |
| THP |
Tobacco heating products (i.e., the devices, which include glo and our hybrid products) or Tobacco heated products (i.e., the consumables used by Tobacco heating product devices) | |
| Traditional Oral |
Moist Snuff (Granit, Mocca, Grizzly, Kodiak) and other traditional snus products (including Camel Snus and Lungrens) | |
| US |
United States of America (a key market) | |
| Value share |
Value share is the retail value of units bought by consumers of a particular brand or combination of brands, as a proportion of the total retail value of units bought by consumers in the industry, category or other sub- categorisation in discussion. | |
| Volume share |
Key market 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. The Group’s key markets represent over 80% of the Group’s cigarette volume. | |
| Vapour |
Rechargeable, battery-powered devices that heat liquid formulations – e-liquids – to create a vapour which is inhaled. Vapour products include Vype, Vuse, Chic, ViP and Ten Motives | |
Our vapour product Vuse (including Alto and Vibe), and oral products (including Grizzly, Camel Snus, Kodiak and Velo), which are only sold in the US, are subject to FDA regulation and no reduced-risk claims will be made as to these products without agency clearance.
58
Additional Information on Revenue by Category by Region
| Volume (unit) | ||||||||||||||||||||||||||||||||||||||||
| For year ended 31 December | US
|
APME
|
AMSSA
|
ENA
|
Group
| |||||||||||||||||||||||||||||||||||
| 2020 | % change | 2020 | % change | 2020 | % change | 2020 | % change | 2020 | % change | |||||||||||||||||||||||||||||||
| New Categories |
||||||||||||||||||||||||||||||||||||||||
| Vapour |
174 | +69.7 | % | 6 | +385 | % | 31 | +118 | % | 133 | +23.0 | % | 344 | +51.9 | % | |||||||||||||||||||||||||
| THP |
- | +0.0 | % | 7.4 | -6.5 | % | - | - | 3.3 | +203 | % | 10.7 | +18.9 | % | ||||||||||||||||||||||||||
| Modern Oral |
162 | +45.0 | % | 86 | N/M | 19 | +142 | % | 1,667 | +55.6 | % | 1,934 | +62.0 | % | ||||||||||||||||||||||||||
| Traditional Oral |
7.5 | -1.3 | % | 0.0 | +0.0 | % | 0.0 | +0.0 | % | 0.9 | +2.8 | % | 8.4 | -0.9 | % | |||||||||||||||||||||||||
| Total Non-Combustibles |
||||||||||||||||||||||||||||||||||||||||
| Cigarettes |
73.1 | +0.5 | % | 197.5 | -7.3 | % | 146.7 | -3.9 | % | 220.3 | -4.2 | % | 637.6 | -4.6 | % | |||||||||||||||||||||||||
| OTP |
0.2 | +8.2 | % | 2.1 | +3.3 | % | 1.8 | -1.7 | % | 16.1 | -2.5 | % | 20.2 | -1.7 | % | |||||||||||||||||||||||||
| Total Combustibles |
73.3 | +0.5 | % | 199.6 | -7.2 | % | 148.5 | -3.8 | % | 236.4 | -4.1 | % | 657.8 | -4.5 | % | |||||||||||||||||||||||||
| Memo: Cigarettes and THP |
73.1 | +0.4 | % | 204.9 | -7.2 | % | 146.7 | -3.9 | % | 223.6 | -3.2 | % | 648.3 | -4.3 | % | |||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||
| Revenue- reported at current rates (£m) | ||||||||||||||||||||||||||||||||||||||||
| For year ended 31 December |
US
|
APME
|
AMSSA
|
ENA
|
Group
| |||||||||||||||||||||||||||||||||||
| 2020 | % change | 2020 | % change | 2020 | % change | 2020 | % change | 2020 | % change | |||||||||||||||||||||||||||||||
| New Categories |
394 | +81.9 | % | 514 | -24.0 | % | 66 | +51.3 | % | 469 | +46.7 | % | 1,443 | +14.9 | % | |||||||||||||||||||||||||
| Vapour |
383 | +85.1 | % | 15 | +255.1 | % | 65 | +52.8 | % | 148 | +0.4 | % | 611 | +52.3 | % | |||||||||||||||||||||||||
| THP |
1 | -0.0 | % | 497 | -26.0 | % | - | - | 136 | +143 | % | 634 | -12.9 | % | ||||||||||||||||||||||||||
| Modern Oral |
10 | +13.5 | % | 2 | N/M | 1 | -49.8 | % | 185 | +58.5 | % | 198 | +57.1 | % | ||||||||||||||||||||||||||
| Traditional Oral |
1,126 | +7.0 | % | - | +0.0 | % | - | +0.0 | % | 34 | +16.2 | % | 1,160 | +7.2 | % | |||||||||||||||||||||||||
| Total Non-Combustibles |
1,520 | +19.8 | % | 514 | -24.0 | % | 66 | +51.3 | % | 503 | +44.1 | % | 2,603 | +11.3 | % | |||||||||||||||||||||||||
| Total Combustibles |
9,926 | +9.3 | % | 3,935 | -10.3 | % | 3,535 | -11.4 | % | 5,356 | -3.4 | % | 22,752 | -1.1 | % | |||||||||||||||||||||||||
| Other |
27 | +4.6 | % | 88 | -1.3 | % | 171 | -24.3 | % | 135 | -31.6 | % | 421 | -21.7 | % | |||||||||||||||||||||||||
| Total |
11,473 | +10.6 | % | 4,537 | -11.9 | % | 3,772 | -11.5 | % | 5,994 | -1.6 | % | 25,776 | -0.4 | % | |||||||||||||||||||||||||
| Of which: |
||||||||||||||||||||||||||||||||||||||||
| Strategic |
10,818 | +11.4 | % | 2,349 | -12.9 | % | 2,040 | -2.9 | % | 4,328 | +1.1 | % | 19,535 | +4.0 | % | |||||||||||||||||||||||||
| Non-strategic |
655 | -0.4 | % | 2,188 | -10.9 | % | 1,732 | -19.9 | % | 1,666 | -7.8 | % | 6,241 | -11.9 | % | |||||||||||||||||||||||||
| 11,473 | +10.6 | % | 4,537 | -11.9 | % | 3,772 | -11.5 | % | 5,994 | -1.6 | % | 25,776 | -0.4 | % | ||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||
| Revenue- adjusted at constant rates (£m) | ||||||||||||||||||||||||||||||||||||||||
| For year ended 31 December |
US
|
APME
|
AMSSA
|
ENA
|
Group
| |||||||||||||||||||||||||||||||||||
| 2020 | % change | 2020 | % change | 2020 | % change | 2020 | % change | 2020 | % change | |||||||||||||||||||||||||||||||
| New Categories |
396 | +82.9 | % | 507 | -25.0 | % | 68 | +57.1 | % | 478 | +49.6 | % | 1,449 | +15.4 | % | |||||||||||||||||||||||||
| Vapour |
385 | +86.1 | % | 15 | +260 | % | 68 | +58.6 | % | 147 | +0.2 | % | 615 | +53.4 | % | |||||||||||||||||||||||||
| THP |
1 | +0.5 | % | 490 | -27.1 | % | - | - | 145 | +159 | % | 636 | -12.7 | % | ||||||||||||||||||||||||||
| Modern Oral |
10 | +14.1 | % | 2 | N/M | 0 | -47.3 | % | 186 | +59.3 | % | 198 | +57.1 | % | ||||||||||||||||||||||||||
| Traditional Oral |
1,131 | +7.6 | % | - | +0.0 | % | - | +0.0 | % | 34 | +14.2 | % | 1,165 | +7.7 | % | |||||||||||||||||||||||||
| Total Non-Combustibles |
1,527 | +20.4 | % | 507 | -25.0 | % | 68 | +57.1 | % | 512 | +46.6 | % | 2,614 | +11.9 | % | |||||||||||||||||||||||||
| Total Combustibles |
9,980 | +9.9 | % | 4,048 | -7.7 | % | 4,043 | +1.3 | % | 5,523 | +0.5 | % | 23,594 | +2.8 | % | |||||||||||||||||||||||||
| Other |
29 | +5.1 | % | 89 | -0.4 | % | 210 | -7.2 | % | 134 | -31.7 | % | 462 | -14.4 | % | |||||||||||||||||||||||||
| Total |
11,536 | +11.2 | % | 4,644 | -9.9 | % | 4,321 | +1.4 | % | 6,169 | +2.1 | % | 26,670 | +3.3 | % | |||||||||||||||||||||||||
| Of which: |
||||||||||||||||||||||||||||||||||||||||
| Strategic |
10,876 | +12.0 | % | 2,404 | -10.8 | % | 2,363 | +12.5 | % | 4,463 | +4.2 | % | 20,106 | +7.0 | % | |||||||||||||||||||||||||
| Non-strategic |
660 | +0.1 | % | 2,240 | -8.9 | % | 1,958 | -9.4 | % | 1,706 | -2.9 | % | 6,564 | -6.7 | % | |||||||||||||||||||||||||
| 11,536 | +11.2 | % | 4,644 | -9.9 | % | 4,321 | +1.4 | % | 6,169 | +2.1 | % | 26,670 | +3.3 | % | ||||||||||||||||||||||||||
Note – n/m – not meaningful
59
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
British American Tobacco p.l.c.:
We consent to the incorporation by reference in the Registration Statements (Nos. 333-219440, 333-223678 and 333-237186) on Form S-8 and the Registration Statement (No. 333-232691) on Form F-3 of British American Tobacco p.l.c. of our report, dated February 16, 2021, with respect to the Group Balance Sheet of British American Tobacco p.l.c. and subsidiaries (the “Group”) as of December 31, 2020 and 2019, 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, 2020, and the related notes, and the effectiveness of internal control over financial reporting as of December 31, 2020, which report appears in the Form 6-K of British American Tobacco p.l.c. to be filed with the Securities and Exchange Commission on February 17, 2021.
/s/ KPMG LLP
London, United Kingdom
February 16, 2021
Exhibit 99.1
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
British American Tobacco p.l.c.
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying Group Balance Sheet of British American Tobacco p.l.c. and subsidiaries (the ”Group”) as of December 31, 2020 and 2019, 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, 2020, 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, 2020, 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, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with International Financial Reporting Standards (IFRS) as issued by 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, 2020 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 8 to the consolidated financial statements, the Group, as at December 31, 2020, has goodwill and trademarks with indefinite lives of £32,719 million and £68,839 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 judgement involved in evaluating : (i) the budgeted revenue used in the analysis of the recoverability of trademarks with indefinite lives and goodwill; and (ii) any impact of the potential menthol ban on budgeted revenue or the discount rate for the Newport indefinite lived trademark 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 other intangible assets testing process including controls related to the development of the budgeted revenue and assessment of the impact of the potential menthol ban on the assumptions listed above. In addition, we assessed the impairment analysis by:
| - | analyzing Reynolds American’s budgeted revenue by examining externally derived publicly and privately available data, including, broker and analyst reports, industry reports, media reports, macro-economic assumptions, academic and scientific studies, and regulatory changes other than a potential federal menthol ban; |
| - | challenging the budgeted revenue by comparing the historical projections to actual results to assess the Group’s ability to accurately forecast; |
| - | performing sensitivity analysis on the budgeted revenue to assess its impact on the Group’s determination that the fair value of the Reynolds American goodwill and trademarks with indefinite lives exceed their carrying value; and |
| - | specifically for the potential menthol ban, critically assessing the Group’s assertion that this does not significantly impact the related cash flow forecast or the discount rate, by examining broker and analyst reports, industry reports, media reports, academic and scientific studies, and regulatory changes proposed in the U.S. Food and Drug Administration agenda and the U.S. government agendas. |
Canadian legal proceedings
As discussed in Note 27 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 16, 2021
Group Income Statement
| For the years ended 31 December | ||||||||||||||||||||||
| Notes | 2020 £m |
2019 £m |
2018 £m |
|||||||||||||||||||
| Revenue (1) |
2 | 25,776 | 25,877 | 24,492 | ||||||||||||||||||
| Raw materials and consumables used |
(4,583 | ) | (4,599 | ) | (4,664 | ) | ||||||||||||||||
| Changes in inventories of finished goods and work in progress |
445 | 162 | 114 | |||||||||||||||||||
| Employee benefit costs |
3(a),(e) | (2,744 | ) | (3,221 | ) | (3,005 | ) | |||||||||||||||
| Depreciation, amortisation and impairment costs |
3(b),(e),(f),(h) | (1,450 | ) | (1,512 | ) | (1,038 | ) | |||||||||||||||
| Other operating income |
3(e),(i) | 188 | 163 | 85 | ||||||||||||||||||
| Loss on reclassification from amortised cost to fair value |
(3 | ) | (3 | ) | (3 | ) | ||||||||||||||||
| Other operating expenses |
3(c),(d),(e),(g),(h) | (7,667 | ) | (7,851 | ) | (6,668 | ) | |||||||||||||||
| Profit from operations |
2 | 9,962 | 9,016 | 9,313 | ||||||||||||||||||
| Net finance costs |
4 | (1,745 | ) | (1,602 | ) | (1,381 | ) | |||||||||||||||
| Share of post-tax results of associates and joint ventures |
2, 5 | 455 | 498 | 419 | ||||||||||||||||||
| Profit before taxation |
8,672 | 7,912 | 8,351 | |||||||||||||||||||
| Taxation on ordinary activities |
6 | (2,108 | ) | (2,063 | ) | (2,141 | ) | |||||||||||||||
| Profit for the year |
6,564 | 5,849 | 6,210 | |||||||||||||||||||
| Attributable to: |
||||||||||||||||||||||
| Owners of the parent |
6,400 | 5,704 | 6,032 | |||||||||||||||||||
| Non-controlling interests |
164 | 145 | 178 | |||||||||||||||||||
| 6,564 | 5,849 | 6,210 | ||||||||||||||||||||
| Earnings per share |
||||||||||||||||||||||
| Basic |
7 | 280.0p | 249.7p | 264.0p | ||||||||||||||||||
| Diluted |
7 | 278.9p | 249.0p | 263.2p | ||||||||||||||||||
(1) Revenue is net of duty, excise and other taxes of £39,172 million, £39,826 million and £38,553 million for the years ended 31 December 2020, 2019 and 2018, respectively.
The accompanying notes are an integral part of these consolidated financial statements.
1
Group Statement of Comprehensive Income
| For the years ended 31 December | ||||||||||||||||||||||
| Notes | 2020 £m |
2019 £m |
2018 £m |
|||||||||||||||||||
| Profit for the year |
6,564 | 5,849 | 6,210 | |||||||||||||||||||
| Other comprehensive (expense)/income |
||||||||||||||||||||||
| Items that may be reclassified subsequently to profit or loss: |
(2,997 | ) | (3,216 | ) | 3,099 | |||||||||||||||||
| Differences on exchange |
(2,597 | ) | (2,967 | ) | 3,868 | |||||||||||||||||
| Cash flow hedges |
||||||||||||||||||||||
| – net fair value losses |
(257 | ) | (246 | ) | (58 | ) | ||||||||||||||||
| – reclassified and reported in profit for the year |
90 | 53 | 17 | |||||||||||||||||||
| Net investment hedges |
||||||||||||||||||||||
| – net fair value (losses)/gains |
(16 | ) | 21 | (472 | ) | |||||||||||||||||
| – differences on exchange on borrowings |
(163 | ) | (18 | ) | (236 | ) | ||||||||||||||||
| Associates – share of OCI, net of tax |
5 |
(98 | ) | (115 | ) | (38 | ) | |||||||||||||||
| Tax on items that may be reclassified |
6(f) |
44 | 56 | 18 | ||||||||||||||||||
| Items that will not be reclassified subsequently to profit or loss: |
55 | (507 | ) | 115 | ||||||||||||||||||
| Retirement benefit schemes |
||||||||||||||||||||||
| – net actuarial gains/(losses) |
11 |
105 | (582 | ) | 138 | |||||||||||||||||
| – surplus recognition |
11 |
10 | (7 | ) | 4 | |||||||||||||||||
| Associates – share of OCI, net of tax |
5 |
(34 | ) | 7 | 6 | |||||||||||||||||
| Tax on items that will not be reclassified |
6(f) |
(26 | ) | 75 | (33 | ) | ||||||||||||||||
| Total other comprehensive (expense)/income for the year, net of tax |
(2,942 | ) | (3,723 | ) | 3,214 | |||||||||||||||||
| Total comprehensive income for the year, net of tax |
3,622 | 2,126 | 9,424 | |||||||||||||||||||
| Attributable to: |
||||||||||||||||||||||
| Owners of the parent |
3,474 | 2,000 | 9,239 | |||||||||||||||||||
| Non-controlling interests |
148 | 126 | 185 | |||||||||||||||||||
| 3,622 | 2,126 | 9,424 | ||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
2
Group Statement of Changes in Equity
| Attributable to owners of the parent | ||||||||||||||||||||||||||||||
| Notes | Share capital £m |
Share premium, capital redemption and merger reserves £m |
Other reserves £m |
Retained earnings £m |
Total attributable to owners of parent £m |
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 |
24 | - | - | - | 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 |
18(e) | - | - | - | (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 |
23 | - | - | - | - | - | 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.
3
Group Statement of Changes in Equity
| Attributable to owners of the parent | ||||||||||||||||||||||||||||||
| Notes | Share capital £m |
Share premium, capital redemption and merger reserves £m |
Other reserves £m |
Retained earnings £m |
Total attributable to owners of parent £m |
Non- controlling interests £m |
Total equity £m |
|||||||||||||||||||||||
| Balance at 1 January 2019 |
614 | 26,606 | (333) | 38,557 | 65,444 | 244 | 65,688 | |||||||||||||||||||||||
| Total comprehensive (expense)/income for the year comprising: |
- | - | (3,190) | 5,190 | 2,000 | 126 | 2,126 | |||||||||||||||||||||||
| Profit for the year | - | - | - | 5,704 | 5,704 | 145 | 5,849 | |||||||||||||||||||||||
| Other comprehensive expense for the year | - | - | (3,190) | (514) | (3,704) | (19) | (3,723) | |||||||||||||||||||||||
| Other changes in equity |
||||||||||||||||||||||||||||||
| Cash flow hedges reclassified and reported in total assets |
- | - | (32) | - | (32) | - | (32) | |||||||||||||||||||||||
| Employee share options |
||||||||||||||||||||||||||||||
| – value of employee services |
24 | - | - | - | 115 | 115 | - | 115 | ||||||||||||||||||||||
| – proceeds from shares issued |
- | 3 | - | - | 3 | - | 3 | |||||||||||||||||||||||
| Dividends and other appropriations |
||||||||||||||||||||||||||||||
| – ordinary shares |
18(e) | - | - | - | (3,476) | (3,476) | - | (3,476) | ||||||||||||||||||||||
| – to non-controlling interests |
- | - | - | - | - | (148) | (148) | |||||||||||||||||||||||
| Purchase of own shares |
||||||||||||||||||||||||||||||
| – held in employee share ownership trusts |
- | - | - | (117) | (117) | - | (117) | |||||||||||||||||||||||
| Other movements non-controlling interests |
23 | - | - | - | - | - | 36 | 36 | ||||||||||||||||||||||
| Other movements |
- | - | - | (35 | ) | (35 | ) | - | (35 | ) | ||||||||||||||||||||
| Balance at 31 December 2019 |
614 | 26,609 | (3,555 | ) | 40,234 | 63,902 | 258 | 64,160 | ||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
| Attributable to owners of the parent | ||||||||||||||||||||||||||||||||
| Notes | Share capital £m |
Share premium, capital redemption and merger reserves £m |
Other reserves £m |
Retained earnings £m |
Total attributable to owners of parent £m |
Non- controlling interests £m |
Total equity £m |
|||||||||||||||||||||||||
| Balance at 31 December 2017 |
614 | 26,602 | (3,392 | ) | 36,935 | 60,759 | 222 | 60,981 | ||||||||||||||||||||||||
| Accounting policy change (IFRS 9) (note 30) |
- | - | (9 | ) | (29 | ) | (38 | ) | - | (38 | ) | |||||||||||||||||||||
| Revised balance at 1 January 2018 |
614 | 26,602 | (3,401 | ) | 36,906 | 60,721 | 222 | 60,943 | ||||||||||||||||||||||||
| Total comprehensive income for the year comprising: |
- | - | 3,090 | 6,149 | 9,239 | 185 | 9,424 | |||||||||||||||||||||||||
| Profit for the year | - | - | - | 6,032 | 6,032 | 178 | 6,210 | |||||||||||||||||||||||||
| Other comprehensive income for the year | - | - | 3,090 | 117 | 3,207 | 7 | 3,214 | |||||||||||||||||||||||||
| Other changes in equity |
||||||||||||||||||||||||||||||||
| Cash flow hedges reclassified and reported in total assets |
- | - | (22 | ) | - | (22 | ) | - | (22 | ) | ||||||||||||||||||||||
| Employee share options |
||||||||||||||||||||||||||||||||
| – value of employee services |
24 | - | - | - | 121 | 121 | - | 121 | ||||||||||||||||||||||||
| – proceeds from shares issued |
- | 4 | - | - | 4 | - | 4 | |||||||||||||||||||||||||
| Dividends and other appropriations |
||||||||||||||||||||||||||||||||
| – ordinary shares |
- | - | - | (4,463 | ) | (4,463 | ) | - | (4,463 | ) | ||||||||||||||||||||||
| – to non-controlling interests |
- | - | - | - | - | (163 | ) | (163 | ) | |||||||||||||||||||||||
| Purchase of own shares |
||||||||||||||||||||||||||||||||
| – held in employee share ownership trusts |
- | - | - | (139 | ) | (139 | ) | - | (139 | ) | ||||||||||||||||||||||
| Non-controlling interests – acquisitions |
- | - | - | (11 | ) | (11 | ) | - | (11 | ) | ||||||||||||||||||||||
| Other movements |
- | - | - | (6 | ) | (6 | ) | - | (6 | ) | ||||||||||||||||||||||
| Balance at 31 December 2018 |
614 | 26,606 | (333 | ) | 38,557 | 65,444 | 244 | 65,688 | ||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
Group Balance Sheet
| Notes | 2020 £m |
31 December 2019 £m |
||||||||||||
| Assets | ||||||||||||||
| Intangible assets | 8 | 115,343 | 118,787 | |||||||||||
| Property, plant and equipment | 9 | 5,060 | 5,518 | |||||||||||
| Investments in associates and joint ventures | 10 | 1,796 | 1,860 | |||||||||||
| Retirement benefit assets | 11 | 714 | 430 | |||||||||||
| Deferred tax assets | 12 | 534 | 424 | |||||||||||
| Trade and other receivables | 13 | 242 | 248 | |||||||||||
| Investments held at fair value | 14 | 22 | 12 | |||||||||||
| Derivative financial instruments | 15 | 367 | 452 | |||||||||||
| Total non-current assets | 124,078 | 127,731 | ||||||||||||
| Inventories | 16 | 5,998 | 6,094 | |||||||||||
| Income tax receivable | 79 | 122 | ||||||||||||
| Trade and other receivables | 13 | 3,721 | 4,093 | |||||||||||
| Investments held at fair value | 14 | 242 | 123 | |||||||||||
| Derivative financial instruments | 15 | 430 | 313 | |||||||||||
| Cash and cash equivalents | 17 | 3,139 | 2,526 | |||||||||||
| 13,609 | 13,271 | |||||||||||||
| Assets classified as held-for-sale | 3 | 3 | ||||||||||||
| Total current assets | 13,612 | 13,274 | ||||||||||||
| Total assets | 137,690 | 141,005 | ||||||||||||
| Equity – capital and reserves | ||||||||||||||
| Share capital | 18(a) | 614 | 614 | |||||||||||
| Share premium, capital redemption and merger reserves | 18(b) | 26,618 | 26,609 | |||||||||||
| Other reserves | 18(c) | (6,600 | ) | (3,555 | ) | |||||||||
| Retained earnings | 18(c) | 42,041 | 40,234 | |||||||||||
| Owners of the parent | 62,673 | 63,902 | ||||||||||||
| Non-controlling interests | 18(d) | 282 | 258 | |||||||||||
| Total equity | 62,955 | 64,160 | ||||||||||||
| Liabilities | ||||||||||||||
| Borrowings | 19 | 39,927 | 37,804 | |||||||||||
| Retirement benefit liabilities | 11 | 1,524 | 1,459 | |||||||||||
| Deferred tax liabilities | 12 | 16,314 | 17,050 | |||||||||||
| Other provisions for liabilities | 20 | 387 | 388 | |||||||||||
| Trade and other payables | 21 | 1,064 | 1,034 | |||||||||||
| Derivative financial instruments | 15 | 41 | 287 | |||||||||||
| Total non-current liabilities | 59,257 | 58,022 | ||||||||||||
| Borrowings | 19 | 4,041 | 7,562 | |||||||||||
| Income tax payable | 868 | 683 | ||||||||||||
| Other provisions for liabilities | 20 | 598 | 670 | |||||||||||
| Trade and other payables | 21 | 9,693 | 9,727 | |||||||||||
| Derivative financial instruments | 15 | 278 | 181 | |||||||||||
| Total current liabilities | 15,478 | 18,823 | ||||||||||||
| Total equity and liabilities | 137,690 | 141,005 | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
On behalf of the Board
Richard Burrows
Chairman
16 February 2021
6
Group Cash Flow Statement
| For the years ended 31 December | ||||||||||||||||||||||
| Notes | 2020 £m |
2019 £m |
2018 £m |
|||||||||||||||||||
| Profit from operations |
9,962 | 9,016 | 9,313 | |||||||||||||||||||
| Adjustments for |
||||||||||||||||||||||
| – depreciation, amortisation and impairment costs |
3(b) |
1,450 | 1,512 | 1,038 | ||||||||||||||||||
| – increase in inventories |
(144 | ) | (371 | ) | (192 | ) | ||||||||||||||||
| – decrease/(increase) in trade and other receivables |
300 | (699 | ) | 502 | ||||||||||||||||||
| – decrease in receivables related to the charge in respect of the Quebec Class Actions |
13 |
- | 436 | - | ||||||||||||||||||
| – increase/(decrease) in Master Settlement Agreement payable |
3(d) |
369 | (124 | ) | 1,364 | |||||||||||||||||
| – (decrease)/increase in trade and other payables |
(320 | ) | 730 | 123 | ||||||||||||||||||
| – decrease in net retirement benefit liabilities |
(96 | ) | (40 | ) | (100 | ) | ||||||||||||||||
| – increase/(decrease) in other provisions for liabilities |
- | 382 | (107 | ) | ||||||||||||||||||
| – other non-cash items |
46 | 106 | 31 | |||||||||||||||||||
| Cash generated from operating activities |
11,567 | 10,948 | 11,972 | |||||||||||||||||||
| Dividends received from associates |
351 | 252 | 214 | |||||||||||||||||||
| Tax paid |
(2,132 | ) | (2,204 | ) | (1,891 | ) | ||||||||||||||||
| Net cash generated from operating activities |
9,786 | 8,996 | 10,295 | |||||||||||||||||||
| Cash flows from investing activities |
||||||||||||||||||||||
| Interest received |
48 | 80 | 52 | |||||||||||||||||||
| Purchases of property, plant and equipment |
(511 | ) | (664 | ) | (758 | ) | ||||||||||||||||
| Proceeds on disposal of property, plant and equipment |
44 | 34 | 38 | |||||||||||||||||||
| Purchases of intangibles |
(244 | ) | (151 | ) | (185 | ) | ||||||||||||||||
| Purchases of investments |
(343 | ) | (191 | ) | (320 | ) | ||||||||||||||||
| Proceeds on disposals of investments |
184 | 339 | 167 | |||||||||||||||||||
| Investment in associates and acquisitions of other subsidiaries net of cash acquired |
39 | (86 | ) | (32 | ) | |||||||||||||||||
| Proceeds on disposal of non-core business net of cash disposed |
- | - | 17 | |||||||||||||||||||
| Net cash used in investing activities |
(783 | ) | (639 | ) | (1,021 | ) | ||||||||||||||||
| Cash flows from financing activities |
||||||||||||||||||||||
| Interest paid |
(1,737 | ) | (1,601 | ) | (1,557 | ) | ||||||||||||||||
| Interest element of lease liabilities |
(26 | ) | (32 | ) | (2 | ) | ||||||||||||||||
| Capital element of lease liabilities |
(164 | ) | (154 | ) | (10 | ) | ||||||||||||||||
| Proceeds from increases in and new borrowings |
9,826 | 4,247 | 2,111 | |||||||||||||||||||
| (Outflows)/inflows relating to derivative financial instruments |
(283 | ) | (564 | ) | 49 | |||||||||||||||||
| Purchases of own shares held in employee share ownership trusts |
(18 | ) | (117 | ) | (139 | ) | ||||||||||||||||
| Reductions in and repayments of borrowings |
(10,633 | ) | (5,640 | ) | (5,586 | ) | ||||||||||||||||
| Dividends paid to owners of the parent |
(4,745 | ) | (4,598 | ) | (4,347 | ) | ||||||||||||||||
| Capital injection from/(purchases of) non-controlling interests |
17 | 20 | (11 | ) | ||||||||||||||||||
| Dividends paid to non-controlling interests |
(136 | ) | (157 | ) | (142 | ) | ||||||||||||||||
| Other |
2 | 3 | 4 | |||||||||||||||||||
| Net cash used in financing activities |
(7,897 | ) | (8,593 | ) | (9,630 | ) | ||||||||||||||||
| Net cash flows generated from/(used in) operating, investing and financing activities |
1,106 | (236 | ) | (356 | ) | |||||||||||||||||
| Differences on exchange |
(253 | ) | (57 | ) | (138 | ) | ||||||||||||||||
| Increase/(decrease) in net cash and cash equivalents in the year |
853 | (293 | ) | (494 | ) | |||||||||||||||||
| Net cash and cash equivalents at 1 January |
2,035 | 2,328 | 2,822 | |||||||||||||||||||
| Net cash and cash equivalents at 31 December |
17 |
2,888 | 2,035 | 2,328 | ||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
7
Notes to the Consolidated Financial Statements
1 Accounting policies
Basis of preparation
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and in accordance with International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union (EU) (‘IFRS as adopted by the EU’). International Financial Reporting Standards as adopted by the EU differ in certain respects from IFRS as issued by the IASB. The differences have no impact on the Group’s consolidated financial statements for the periods presented.
The consolidated financial statements have been prepared on a going concern basis under the historical cost convention except as described in the accounting policy below on financial instruments. In performing its going concern assessment, management considered forecasts and liquidity requirements within the going concern period.
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 7; |
| - | 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 27. 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 and Malaysia is explained in note 28; and |
| - | the review of applicable exchange rates for transactions with and translation of entities in territories where there are restrictions on the free access to foreign currency, or multiple exchange rates. |
The critical accounting estimates include:
| - | the review of asset values, especially indefinite life assets such as goodwill and certain trademarks and similar intangibles. The key assumptions used in respect of the impairment testing are the determination of cash-generating units, the budgeted and forecast cash flows of these units, the long-term growth rate for cash flow projections and the rate used to discount the cash flow projections. These are described in note 8; |
| - | 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 11; 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 12, and a contingent tax asset is explained in note 6(b). Other provisions for liabilities and charges are as set out in note 20. Litigation related deposits are shown in note 13. 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 3(d). |
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 16 February 2021.
8
Basis of consolidation
The consolidated financial information includes the financial statements of British American Tobacco p.l.c. and its subsidiary undertakings, collectively ‘the Group’, together with the Group’s share of the results of its associates and joint arrangements.
A subsidiary is an entity controlled by the Group. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
Associates comprise investments in undertakings, which are not subsidiary undertakings or joint arrangements, where the Group’s interest in the equity capital is long-term and over whose operating and financial policies the Group exercises a significant influence. They are accounted for using the equity method.
Joint arrangements comprise contractual arrangements where two or more parties have joint control and where decisions regarding the relevant activities of the entity require unanimous consent.
Joint operations are jointly-controlled arrangements where the parties to the arrangement have rights to the underlying assets and obligations for the underlying liabilities relating to the arrangement. The Group accounts for its share of the assets, liabilities, income and expenses of any such arrangement.
Joint ventures comprise arrangements where the parties to the arrangement have rights to the net assets of the arrangement. They are accounted for using the equity method.
Foreign currencies and hyperinflationary territories
The functional currency of the Parent Company is sterling and this is also the presentation currency of the Group. The income and cash flow statements of Group undertakings expressed in currencies other than sterling are translated to sterling using exchange rates applicable to the dates of the underlying transactions. Average rates of exchange in each year are used where the average rate approximates the relevant exchange rate at the date of the underlying transactions. Assets and liabilities of Group undertakings are translated at the applicable rates of exchange at the end of each year. In territories where there are restrictions on the free access to foreign currency or multiple exchange rates, the applicable rates of exchange are regularly reviewed.
The differences between retained profits translated at average and closing rates of exchange are taken to reserves, as are differences arising on the retranslation to sterling (using closing rates of exchange) of overseas net assets at the beginning of the year, and are presented as a separate component of equity. They are recognised in the income statement when the gain or loss on disposal of a Group undertaking is recognised.
Foreign currency transactions are initially recognised in the functional currency of each entity in the Group using the exchange rate ruling at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of foreign currency assets and liabilities at year-end rates of exchange are recognised in the income statement, except when deferred in equity as qualifying cash flow hedges, on intercompany net investment loans and qualifying net investment hedges. Foreign exchange gains or losses recognised in the income statement are included in profit from operations or net finance costs depending on the underlying transactions that gave rise to these exchange differences.
In addition, for hyperinflationary countries where the effect on the Group results would be significant, the financial statements in local currency are adjusted to reflect the impact of local inflation prior to translation into sterling, in accordance with IAS 29 Financial Reporting in Hyperinflationary Economies. Where applicable, IAS 29 requires all transactions to be indexed by an inflationary factor to the balance sheet date, potentially leading to a monetary gain or loss on indexation. In addition, the Group assesses the carrying value of fixed assets after indexation and applies IAS 36 Impairment of Assets, where appropriate, to ensure that the carrying value correctly reflects the economic value of such assets.
The results and balance sheets of operations in hyperinflationary territories are translated at the period end rate. In the case of Venezuela, the Group uses an estimated exchange rate calculated by reflecting the development of the general price index since the Group last achieved meaningful repatriation of dividends.
Revenue
Revenue principally comprises sales of cigarettes, other tobacco products, and nicotine products, to external customers. Revenue excludes duty, excise and other taxes related to sales in the period and is stated after deducting rebates, returns and other similar discounts and payments to direct and indirect customers. Revenue is recognised when control of the goods is transferred to a customer; this is usually evidenced by a transfer of the significant risks and rewards of ownership upon delivery to the customer, which in terms of timing is not materially different to the date of shipping.
Retirement benefit costs
The Group operates both defined benefit and defined contribution schemes including post-retirement healthcare schemes. For defined benefit schemes, the actuarial cost charged to profit from operations consists of current service cost, net interest on the net defined benefit liability or asset, past service cost and the impact of any settlements. The net deficit or surplus for each defined benefit pension scheme is calculated in accordance with IAS 19 Employee Benefits based on the present value of the defined benefit obligation at the balance sheet date less the fair value of the scheme assets adjusted, where appropriate, for any surplus restrictions or the effect of minimum funding requirements. Some benefits are provided through defined contribution schemes and payments to these are charged as an expense as they fall due.
9
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 income in the year in which it is incurred. Development expenditure is charged to income in the year it is incurred, unless it meets the recognition criteria of IAS 38 Intangible Assets to be capitalised as an intangible asset.
Taxation
Taxation is chargeable on the profits for the period, together with deferred taxation. The current income tax charge is calculated on the basis of tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group’s subsidiaries, associates and joint arrangements operate and generate taxable income.
Deferred taxation is provided in full using the liability method for temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amount used for taxation purposes. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.
Deferred tax is determined using the tax rates that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or deferred tax liability is settled.
Tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case it is recognised in the statement of other comprehensive income or the statement of changes in equity.
The Group has exposures in respect of the payment or recovery of a number of taxes. With effect from 1 January 2019, the Group adopted the requirements of IFRIC 23 Uncertainty over Income Tax Treatments which requires that, where there is uncertainty as to whether a particular tax treatment will be accepted by the relevant taxation authority, the financial statements reflect the probable outcome with estimated amounts determined based on the most likely amount or expected value, depending on which method is expected to better predict the resolution of the uncertainty. Prior to 1 January 2019, liabilities or assets for these payments or recoveries were recognised at such time as an outcome became probable and when the amount could reasonably be estimated.
Goodwill
Goodwill arising on acquisitions is capitalised and any impairment of goodwill is recognised immediately in the income statement and is not subsequently reversed.
Goodwill in respect of subsidiaries is included in intangible assets. In respect of associates and joint ventures, goodwill is included in the carrying value of the investment in the associated company or joint venture. On disposal of a subsidiary, associate or joint venture, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.
Intangible assets other than goodwill
The intangible assets shown on the Group balance sheet consist mainly of trademarks and similar intangibles, including certain intellectual property, acquired by the Group’s subsidiary undertakings and computer software.
Acquired trademarks and similar assets are carried at cost less accumulated amortisation and impairment. Trademarks with indefinite lives are not amortised but are reviewed annually for impairment. Other trademarks and similar assets are amortised on a straight-line basis over their remaining useful lives, consistent with the pattern of economic benefits expected to be received, which do not exceed 20 years. Any impairments of trademarks are recognised in the income statement but increases in trademark values are not recognised.
Computer software is carried at cost less accumulated amortisation and impairment, and, with the exception of global software solutions, is amortised on a straight-line basis over periods ranging from three years to five years. Global software solutions are software assets designed to be implemented on a global basis and used as a standard solution by all of the operating companies in the Group. These assets are amortised on a straight-line basis over periods not exceeding 10 years.
With effect from 1 January 2021, Global software solutions will be amortised on a straight-line basis over periods not exceeding 13 years. The revision in useful economic life is a result of ongoing use of Global software solutions due to the extension of third-party supplier support. In 2021 and 2022, the estimated impact of this change in accounting estimate is a reduction in annual amortisation expense of £26 million and, in 2023, a reduction in annual amortisation expense of £12 million.
10
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment. Depreciation is calculated on a straight-line basis to write off the assets over their useful economic life. No depreciation is provided on freehold land or assets classified as held-for-sale. Freehold and leasehold property are depreciated at rates between 2.5% and 4% per annum, and plant and equipment at rates between 3% and 25% per annum.
With effect from 1 January 2018, the Group has changed certain estimates of useful economic lives for cigarette-making machinery across the Group, harmonising depreciation rates used by the historical BAT Group and by Reynolds from 14 years and 30 years, respectively, to a standard 20-year life (5% per annum).
Capitalised interest
Borrowing costs which are directly attributable to the acquisition, construction or production of intangible assets or property, plant and equipment that takes a substantial period of time to get ready for its intended use or sale, are capitalised as part of the cost of the asset.
Leased assets
With effect from 1 January 2019, the Group has applied IFRS 16 Leases to contractual arrangements which are, or contain, leases of assets, and consequently recognises right-of-use assets and lease liabilities at the commencement of the leasing arrangement, with the assets included as part of property, plant and equipment in note 9 and the liabilities included as part of borrowings in note 19.
In adopting IFRS 16, the Group applied the modified retrospective approach with no restatement of prior periods, as permitted by the Standard.
The Group took advantage of certain practical expedients available under the Standard, including ‘grandfathering’ previously recognised lease arrangements such that contracts were not reassessed at the implementation date as to whether they were, or contained, a lease, and leases previously classified as finance leases under IAS 17 Leases remained capitalised on the adoption of IFRS 16. In addition, as part of the implementation, the Group has applied a single discount rate to portfolios of leases with reasonably similar characteristics, has assessed whether individual leases are onerous prior to applying the Standard, has applied hindsight in determining the lease term if the contract contains options to extend or terminate the lease, and has not applied the capitalisation requirements of the Standard to leases for which the lease term ends within 12 months of the date of initial application.
For leasing arrangements entered into after 1 January 2019, the Group has also adopted several practical expedients available under the Standard including not applying the requirements of IFRS 16 to leases of intangible assets, applying the portfolio approach where appropriate to do so, and to not apply the recognition and measurement requirements of IFRS 16 to short-term leases (leases of less than 12 months maximum duration) or leases of low-value assets. Except for property-related leases, non-lease components have not been separated from lease components.
Lease liabilities are initially recognised at an amount equal to the present value of estimated contractual lease payments at the inception of the lease, after taking into account any options to extend the term of the lease. Lease commitments are discounted to present value using the interest rate implicit in the lease if this can be readily determined, or the applicable incremental rate of borrowing, as appropriate. Right-of-use lease assets are initially recognised at an amount equal to the lease liability, adjusted for initial direct costs in relation to the assets, then depreciated over the shorter of the lease term and their estimated useful lives.
Prior to 1 January 2019, the Group applied IAS 17 Leases. Arrangements where the Group had substantially all the risks and rewards of ownership of the leased asset were classified as finance leases and were included as part of property, plant and equipment. Finance lease assets were initially recognised at an amount equal to the lower of their fair value and the present value of the minimum lease payments at the inception of the lease, then depreciated over the shorter of the lease term and their estimated useful lives. Lease payments due were shown as a liability within borrowings. Lease payments were shown within financing activities in the cash flow statement and consisted of capital and finance charge elements, with the finance element charged to the income statement. Under IAS 17, leases which were not classified as finance leases were classified as operating leases and such arrangements were not capitalised. Rental payments under operating leases were charged to operating profit on a straight-line basis over the lease term.
Impairment of non-financial assets
Assets are reviewed for impairment whenever events indicate that the carrying amount of a cash-generating unit may not be recoverable. In addition, assets that have indefinite useful lives are tested annually for impairment. An impairment loss is recognised to the extent that the carrying value exceeds the higher of the asset’s fair value less costs to sell and its value-in-use.
A cash-generating unit is the smallest identifiable group of assets that generates cash flows which are largely independent of the cash flows from other assets or groups of assets. At the acquisition date, any goodwill acquired is allocated to the relevant cash-generating unit or group of cash-generating units expected to benefit from the acquisition for the purpose of impairment testing of goodwill.
Impairment of financial assets held at amortised cost
Loss allowances for expected credit losses on financial assets which are held at amortised cost are recognised on initial recognition of the underlying asset. As permitted by IFRS 9 Financial Instruments, loss allowances on trade receivables arising from the recognition of revenue under IFRS 15 Revenue from Contracts with Customers are initially measured at an amount equal to lifetime expected losses. Allowances in respect of loans and other receivables are initially recognised at an amount equal to 12-month expected credit losses. Allowances are measured at an amount equal to the lifetime expected credit losses where the credit risk on the receivables increases significantly after initial recognition.
11
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.
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 twelve months after the balance sheet date.
With effect from 1 January 2019, the Group early adopted the phase one Amendments to IFRS 9 and IFRS 7 regarding Interest Rate Benchmark Reform. The Amendments provide an exemption for certain hedging relationships directly affected by changes in interest rate benchmarks where the reform gives rise to uncertainties regarding the interest rate designated as a hedged risk, or the timing or amount of interest rate cashflows of either the hedged item or of the hedging instrument, such that without the exemption the relationship might not qualify for hedge accounting. In addition, with effect from 1 January 2020, the Group has early adopted the phase two Amendments which 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. The impact on the Group’s profit or equity from these amendments was not material.
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 and are measured at amortised cost, using the effective interest rate method, and stated net of allowances for credit losses. In addition, as explained in note 13, certain litigation related deposits are recognised as assets within loans and other receivables where management has determined that these payments represent a resource controlled by the entity as a result of past events. These deposits are held at the fair value of consideration transferred less impairment, if applicable, and have not been discounted. |
| - | Cash and cash equivalents: cash and cash equivalents include cash in hand and deposits held on call, together with other short-term highly liquid investments including investments in certain money market funds. Cash equivalents normally comprise instruments with maturities of three months or less at their date of acquisition. In the cash flow statement, cash and cash equivalents are shown net of bank overdrafts, which are included as current borrowings in the liabilities section on the balance sheet. |
Fair values for quoted investments are based on observable market prices. If there is no active market for a financial asset, the fair value is established by using valuation techniques principally involving discounted cash flow analysis.
Non-derivative financial liabilities, including borrowings and trade payables, are stated at amortised cost using the effective interest method. For borrowings, their carrying value includes accrued interest payable, as well as unamortised issue costs. As shown in note 19, 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; |
12
| - | 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
With effect from 1 January 2018, the Company has moved to four interim quarterly dividend payments, and, as referred to in note 18 (e), from 2019 the Company and Group recognise the interim dividend in the period in which it is paid.
Segmental analysis
The Group is organised and managed on the basis of its geographic regions. These are the reportable segments for the Group as they form the focus of the Group’s internal reporting systems and are the basis used by the chief operating decision maker, identified as the Management Board, for assessing performance and allocating resources.
The Group is primarily a single product business providing cigarettes and other tobacco products. While the Group has clearly differentiated brands, global segmentation between a wide portfolio of brands is not part of the regular internally reported financial information. The results of New Category products are reported as part of the results of each geographic region, and are not currently material to the Group.
The prices agreed between Group companies for intra-group sales of materials, manufactured goods, charges for royalties, commissions, services and fees, are based on normal commercial practices which would apply between independent businesses. Royalty income, less related expenditure, is included in the region in which the licensor is based.
Adjusting items
Adjusting items are significant items of income or expense in revenue, profit from operations, net finance costs, taxation and the Group’s share of the post-tax results of associates and joint ventures which individually or, if of a similar type, in aggregate, are relevant to an understanding of the Group’s underlying financial performance because of their size, nature or incidence. In identifying and quantifying adjusting items, the Group consistently applies a policy that defines criteria that are required to be met for an item to be classified as adjusting. These items are separately disclosed in the segmental analyses or in the notes to the accounts as appropriate.
The Group believes that these items are useful to users of the Group financial statements in helping them to understand the underlying business performance and are used to derive the Group’s principal non-GAAP measures of adjusted revenue, adjusted profit from operations and adjusted diluted earnings per share, all of which are before the impact of adjusting items and which are reconciled from revenue, profit from operations and diluted earnings per share.
Provisions
Provisions are recognised when either a legal or constructive obligation as a result of a past event exists at the balance sheet date, it is probable that an outflow of economic resources will be required to settle the obligation and a reasonable estimate can be made of the amount of the obligation.
13
Contingent liabilities and contingent assets
Subsidiaries and associate companies are defendants in tobacco-related and other litigation. Provision for this litigation (including legal costs) is made at such time as an unfavourable outcome becomes probable and the amount can be reasonably estimated.
Contingent assets are possible assets whose existence will only be confirmed by future events not wholly within the control of the entity and are not recognised as assets until the realisation of income is virtually certain.
Where a provision has not been recognised, the Group records its external legal fees and other external defence costs for tobacco-related and other litigation as these costs are incurred.
As explained in note 13, 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.
14
2 Segmental analyses
The chief operating decision maker, the Management Board, reviews adjusted profit from operations at constant currencies to evaluate segment performance and allocate resources to the overall business. The Management Board also reviews at constant currencies external adjusted revenues, which are included within adjusted profit from operations. The results of New Categories (comprising Tobacco Heating Products, Vapour products and Modern Oral products) are reported to the Management Board as part of the results of each geographic region. However, additional information has been provided based on product category. Interest income, interest expense and taxation are centrally managed and accordingly such items are not presented by segment as they are excluded from the measure of segment profitability.
The four geographic regions are the reportable segments for the Group as they form the focus of the Group’s internal reporting systems and are the basis used by the Management Board for assessing performance and allocating resources. Transactions between Group subsidiaries are conducted on arm’s length terms in accordance with appropriate transfer pricing rules and Organisation for Economic Cooperation & Development (OECD) principles. The Management Board reviews current and prior year adjusted segmental revenue, adjusted profit from operations of subsidiaries and joint operations, and adjusted post-tax results of associates and joint ventures at constant rates of exchange. The constant rate comparison provided for reporting segment information is based on a retranslation, at prior year exchange rates, of the current year results of the Group, including intercompany royalties payable in foreign currency to UK entities. However, the Group does not adjust for the normal transactional gains and losses in operations which are generated by movements in exchange rates.
In respect of the United States region, all financial statements and financial information provided by or with respect to the US 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 US 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 US business or RAI (and/or the Reynolds Group), it is provided as an explanation of the US business’s or RAI’s (and/or the Reynolds Group’s) primary US GAAP based financial statements and information.
The following table shows 2020 revenue and adjusted revenue at current rates, and 2020 revenue translated using 2019 rates of exchange. The 2019 figures are stated at the 2019 rates of exchange.
| 2020 | 2019 | |||||||||||||||||||||||||||||||||||
| Adjusted Constant rates £m |
Translation exchange £m |
Adjusted Revenue Current rates £m |
Adjusting Current rates £m |
Revenue Current rates £m |
Adjusted Revenue £m |
Adjusting items £m |
Revenue £m |
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| United States |
11,536 | (63 | ) | 11,473 | - | 11,473 | 10,373 | - | 10,373 | |||||||||||||||||||||||||||
| APME |
4,644 | (107 | ) | 4,537 | - | 4,537 | 5,153 | - | 5,153 | |||||||||||||||||||||||||||
| AMSSA |
4,321 | (549 | ) | 3,772 | - | 3,772 | 4,261 | - | 4,261 | |||||||||||||||||||||||||||
| ENA |
6,169 | (175 | ) | 5,994 | - | 5,994 | 6,040 | 50 | 6,090 | |||||||||||||||||||||||||||
| Revenue |
26,670 | (894 | ) | 25,776 | - | 25,776 | 25,827 | 50 | 25,877 | |||||||||||||||||||||||||||
Note: adjusting items in revenue are in respect of excise included in goods acquired from a third party under short-term arrangements and then passed on to customers. This is deemed as adjusting due to the distorting nature to revenue and operating margin. From 2020 onwards, such arrangements have been discontinued or are immaterial such that no adjustments have been made in 2020.
In 2020, the translation exchange in AMSSA was driven by the depreciation of key currencies against the pound sterling including the Brazilian real.
15
The following table shows 2019 revenue and adjusted revenue at current rates, and 2019 adjusted revenue translated using 2018 rates of exchange. The 2018 figures are stated at the 2018 rates of exchange.
| 2019 | 2018 | |||||||||||||||||||||||||||||||||||
| Adjusted Constant rates £m |
Translation exchange £m |
Adjusted Revenue Current rates £m |
Adjusting Current rates £m |
Revenue Current rates £m |
Adjusted Revenue £m |
Adjusting items £m |
Revenue £m |
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| United States |
9,917 | 456 | 10,373 | - | 10,373 | 9,495 | - | 9,495 | ||||||||||||||||||||||||||||
| APME |
5,157 | (4 | ) | 5,153 | - | 5,153 | 4,882 | - | 4,882 | |||||||||||||||||||||||||||
| AMSSA |
4,491 | (230 | ) | 4,261 | - | 4,261 | 4,111 | - | 4,111 | |||||||||||||||||||||||||||
| ENA |
6,118 | (78 | ) | 6,040 | 50 | 6,090 | 5,824 | 180 | 6,004 | |||||||||||||||||||||||||||
| Revenue |
25,683 | 144 | 25,827 | 50 | 25,877 | 24,312 | 180 | 24,492 | ||||||||||||||||||||||||||||
Note: adjusting items in revenue are in respect of excise included in goods acquired from a third party under short-term arrangements and then passed on to customers. This is deemed as adjusting due to the distorting nature to revenue and operating margin.
16
The following table shows 2020 profit from operations and adjusted profit from operations at current rates, and 2020 adjusted profit from operations translated using 2019 rates of exchange. The 2019 figures are stated at the 2019 rates of exchange.
| 2020 | 2019 | |||||||||||||||||||||||||||||||||||
| Adjusted* segment result Constant rates £m |
Translation exchange £m |
Adjusted* segment result Current rates £m |
Adjusting* items £m |
Segment result Current rates £m |
Adjusted* segment result £m |
Adjusting* items £m |
Segment result £m |
|||||||||||||||||||||||||||||
| United States |
5,816 | (32 | ) | 5,784 | (809 | ) | 4,975 | 5,036 | (626 | ) | 4,410 | |||||||||||||||||||||||||
| APME |
1,909 | (56 | ) | 1,853 | (381 | ) | 1,472 | 2,059 | (306 | ) | 1,753 | |||||||||||||||||||||||||
| AMSSA |
1,796 | (178 | ) | 1,618 | (65 | ) | 1,553 | 1,842 | (638 | ) | 1,204 | |||||||||||||||||||||||||
| ENA |
2,140 | (30 | ) | 2,110 | (148 | ) | 1,962 | 2,193 | (544 | ) | 1,649 | |||||||||||||||||||||||||
| Profit from operations |
11,661 | (296 | ) | 11,365 | (1,403 | ) | 9,962 | 11,130 | (2,114 | ) | 9,016 | |||||||||||||||||||||||||
| Net finance costs |
(1,612 | ) | 20 | (1,592 | ) | (153 | ) | (1,745 | ) | (1,522 | ) | (80 | ) | (1,602 | ) | |||||||||||||||||||||
| APME |
465 | (26 | ) | 439 | 13 | 452 | 470 | 25 | 495 | |||||||||||||||||||||||||||
| ENA |
3 | - | 3 | - | 3 | 3 | - | 3 | ||||||||||||||||||||||||||||
| Share of post-tax results of associates and joint ventures | 468 | (26 | ) | 442 | 13 | 455 | 473 | 25 | 498 | |||||||||||||||||||||||||||
| Profit/(loss) before taxation | 10,517 | (302 | ) | 10,215 | (1,543 | ) | 8,672 | 10,081 | (2,169 | ) | 7,912 | |||||||||||||||||||||||||
| Taxation (charge)/credit on ordinary activities | (2,493 | ) | 63 | (2,430 | ) | 322 | (2,108 | ) | (2,501 | ) | 438 | (2,063 | ) | |||||||||||||||||||||||
| Profit for the year |
6,564 | 5,849 | ||||||||||||||||||||||||||||||||||
| * | The adjustments to profit from operations, net finance costs, the Group’s share of the post-tax results of associates and joint ventures and taxation are explained in notes 3(e) to 3(h), note 4(b), note 5(a), and note 6(b), 6(d) and 6(e), respectively. |
17
The following table shows 2019 profit from operations and adjusted profit from operations at current rates, and 2019 adjusted profit from operations translated using 2018 rates of exchange. The 2018 figures are stated at the 2018 rates of exchange.
| 2019 | 2018 | |||||||||||||||||||||||||||||||||||
| 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 |
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| United States |
4,798 | 238 | 5,036 | (626 | ) | 4,410 | 4,511 | (505 | ) | 4,006 | ||||||||||||||||||||||||||
| APME |
2,102 | (43 | ) | 2,059 | (306 | ) | 1,753 | 1,948 | (90 | ) | 1,858 | |||||||||||||||||||||||||
| AMSSA |
1,912 | (70 | ) | 1,842 | (638 | ) | 1,204 | 1,738 | (194 | ) | 1,544 | |||||||||||||||||||||||||
| ENA |
2,220 | (27 | ) | 2,193 | (544 | ) | 1,649 | 2,150 | (245 | ) | 1,905 | |||||||||||||||||||||||||
| Profit from operations |
11,032 | 98 | 11,130 | (2,114 | ) | 9,016 | 10,347 | (1,034 | ) | 9,313 | ||||||||||||||||||||||||||
| Net finance costs |
(1,466 | ) | (56 | ) | (1,522 | ) | (80 | ) | (1,602 | ) | (1,385 | ) | 4 | (1,381 | ) | |||||||||||||||||||||
| APME |
463 | 7 | 470 | 25 | 495 | 384 | 32 | 416 | ||||||||||||||||||||||||||||
| ENA |
3 | - | 3 | - | 3 | 3 | - | 3 | ||||||||||||||||||||||||||||
| Share of post-tax results of associates and joint ventures | 466 | 7 | 473 | 25 | 498 | 387 | 32 | 419 | ||||||||||||||||||||||||||||
| Profit/(loss) before taxation | 10,032 | 49 | 10,081 | (2,169 | ) | 7,912 | 9,349 | (998 | ) | 8,351 | ||||||||||||||||||||||||||
| Taxation (charge)/credit on ordinary activities | (2,498 | ) | (3 | ) | (2,501 | ) | 438 | (2,063 | ) | (2,364 | ) | 223 | (2,141 | ) | ||||||||||||||||||||||
| Profit for the year | 5,849 | 6,210 | ||||||||||||||||||||||||||||||||||
| * | The adjustments to profit from operations, net finance costs, the Group’s share of the post-tax results of associates and joint ventures and taxation are explained in notes 3(e) to 3(h), note 4(b), note 5(a), and note 6(b), 6(d) and 6(e), respectively. |
18
Adjusted profit from operations at constant rates of £11,661 million (2019: £11,032 million; 2018: £10,924 million) excludes certain depreciation, amortisation and impairment charges as explained in notes 3(e), 3(f) and 3(h). These are excluded from segmental profit from operations at constant rates as follows:
| 2020 | 2019 | |||||||||||||||||||||||||||||||||||
| Adjusted Constant £m |
Translation exchange £m |
Adjusted Current rates £m |
Adjusting £m |
Depreciation, Current rates £m |
Adjusted and impairment £m |
Adjusting £m |
Depreciation, and impairment £m |
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| United States | 205 | (1 | ) | 204 | 272 | 476 | 258 | 391 | 649 | |||||||||||||||||||||||||||
| APME |
170 | (3 | ) | 167 | 274 | 441 | 163 | 182 | 345 | |||||||||||||||||||||||||||
| AMSSA |
137 | (16 | ) | 121 | 34 | 155 | 137 | 35 | 172 | |||||||||||||||||||||||||||
| ENA |
266 | (7 | ) | 259 | 119 | 378 | 216 | 130 | 346 | |||||||||||||||||||||||||||
| 778 | (27 | ) | 751 | 699 | 1,450 | 774 | 738 | 1,512 | ||||||||||||||||||||||||||||
| 2019 | 2018 | |||||||||||||||||||||||||||||||||||
| Adjusted Constant £m |
Translation exchange £m |
Adjusted Current rates £m |
Adjusting £m |
Depreciation, Current rates £m |
Adjusted and impairment £m |
Adjusting £m |
Depreciation, and impairment £m |
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| United States | 249 | 9 | 258 | 391 | 649 | 154 | 289 | 443 | ||||||||||||||||||||||||||||
| APME |
162 | 1 | 163 | 182 | 345 | 105 | 22 | 127 | ||||||||||||||||||||||||||||
| AMSSA |
140 | (3 | ) | 137 | 35 | 172 | 101 | 115 | 216 | |||||||||||||||||||||||||||
| ENA |
218 | (2 | ) | 216 | 130 | 346 | 143 | 109 | 252 | |||||||||||||||||||||||||||
| 769 | 5 | 774 | 738 | 1,512 | 503 | 535 | 1,038 | |||||||||||||||||||||||||||||
19
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:
| 2020 | 2019 | |||||||||||||||||||||||||||||||||||
| Adjusted Constant rates £m |
Translation exchange £m |
Adjusted Revenue Current rates £m |
Adjusting Current rates £m |
Revenue Current rates £m |
Adjusted Revenue £m |
Adjusting items £m |
Revenue £m |
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| Combustibles |
23,594 | (842 | ) | 22,752 | - | 22,752 | 22,951 | 50 | 23,001 | |||||||||||||||||||||||||||
| New Categories |
1,449 | (6 | ) | 1,443 | - | 1,443 | 1,255 | - | 1,255 | |||||||||||||||||||||||||||
| Vapour |
615 | (4 | ) | 611 | - | 611 | 401 | - | 401 | |||||||||||||||||||||||||||
| THP |
636 | (2 | ) | 634 | - | 634 | 728 | - | 728 | |||||||||||||||||||||||||||
| Modern Oral |
198 | - | 198 | - | 198 | 126 | - | 126 | ||||||||||||||||||||||||||||
| Traditional Oral |
1,165 | (5 | ) | 1,160 | - | 1,160 | 1,081 | - | 1,081 | |||||||||||||||||||||||||||
| Other |
462 | (41 | ) | 421 | - | 421 | 540 | - | 540 | |||||||||||||||||||||||||||
| Revenue |
26,670 | (894 | ) | 25,776 | - | 25,776 | 25,827 | 50 | 25,877 | |||||||||||||||||||||||||||
| 2019 | 2018 | |||||||||||||||||||||||||||||||||||
| Adjusted Constant rates £m |
Translation exchange £m |
Adjusted Revenue Current rates £m |
Adjusting Current rates £m |
Revenue Current rates £m |
Adjusted Revenue £m |
Adjusting items £m |
Revenue £m |
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| Combustibles |
22,892 | 59 | 22,951 | 50 | 23,001 | 21,892 | 180 | 22,072 | ||||||||||||||||||||||||||||
| New Categories |
1,214 | 41 | 1,255 | - | 1,255 | 917 | - | 917 | ||||||||||||||||||||||||||||
| Vapour |
392 | 9 | 401 | - | 401 | 318 | - | 318 | ||||||||||||||||||||||||||||
| THP |
693 | 35 | 728 | - | 728 | 565 | - | 565 | ||||||||||||||||||||||||||||
| Modern Oral |
129 | (3 | ) | 126 | - | 126 | 34 | - | 34 | |||||||||||||||||||||||||||
| Traditional Oral |
1,036 | 45 | 1,081 | - | 1,081 | 941 | - | 941 | ||||||||||||||||||||||||||||
| Other |
541 | (1 | ) | 540 | - | 540 | 562 | - | 562 | |||||||||||||||||||||||||||
| Revenue |
25,683 | 144 | 25,827 | 50 | 25,877 | 24,312 | 180 | 24,492 | ||||||||||||||||||||||||||||
20
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 | 2020 £m |
2019 £m |
2018 £m |
2020 £m |
2019 £m |
2018 £m |
2020 £m |
2019 £m |
2018 £m | |||||||||||||||||||||||||||||||||||
| External revenue |
188 | 178 | 184 | 25,588 | 25,699 | 24,308 | 25,776 | 25,877 | 24,492 | |||||||||||||||||||||||||||||||||||
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| United Kingdom | All foreign countries | Group | ||||||||||||||||||||||||||||||||||||||||||
| 2020 £m |
2019 £m |
2020 £m |
2019 £m |
2020 £m |
2019 £m | |||||||||||||||||||||||||||||||||||||||
| Intangible assets |
487 | 492 | 114,856 | 118,295 | 115,343 | 118,787 | ||||||||||||||||||||||||||||||||||||||
| Property, plant and equipment |
344 | 333 | 4,716 | 5,185 | 5,060 | 5,518 | ||||||||||||||||||||||||||||||||||||||
| Investments in associates and joint ventures |
8 | 8 | 1,788 | 1,852 | 1,796 | 1,860 | ||||||||||||||||||||||||||||||||||||||
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The consolidated results of the Reynolds Group operating in the United States 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 2020, 2019 and 2018 was £11,481 million, £10,417 million and £9,506 million, respectively. The majority of sales are to customers based in the US. Non-current assets attributable to the operations of the Reynolds Group were £105,549 million (2019: £109,186 million).
The main acquisitions comprising the goodwill balance of £43,319 million (2019: £44,316 million), included in intangible assets, are provided in note 8. Included in investments in associates and joint ventures are amounts of £1,724 million (2019: £1,794 million) attributable to the investment in ITC Ltd. Further information is provided in notes 5 and 10.
21
3 Profit from operations
Enumerated below are movements in costs that have impacted profit from operations in 2020, 2019 and 2018. These include changes in our underlying business performance, as well as the impact of adjusting items, as defined in note 1, in profit from operations (note 3(e) to 3(h)).
(a) Employee benefit costs
| 2020 £m |
2019 £m |
2018 £m | ||||||||||
| Wages and salaries |
2,277 | 2,651 | 2,463 | |||||||||
| Social security costs |
194 | 223 | 207 | |||||||||
| Other pension and retirement benefit costs (note 11) |
182 | 227 | 212 | |||||||||
| Share-based payments – equity and cash-settled (note 24) |
91 | 120 | 123 | |||||||||
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| 2,744 | 3,221 | 3,005 | ||||||||||
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(b) Depreciation, amortisation and impairment costs
| 2020 £m |
2019 £m |
2018 £m | ||||||||||||
| Intangibles |
- amortisation and impairment of trademarks and similar intangibles |
360 | 508 | 377 | ||||||||||
| - amortisation and impairment of computer software |
129 | 108 | 111 | |||||||||||
| - impairment of goodwill (note 3(h)) |
209 | 194 | - | |||||||||||
| Property, plant and equipment | - depreciation and impairment |
752 | 702 | 550 | ||||||||||
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| 1,450 | 1,512 | 1,038 | ||||||||||||
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Intangibles – amortisation and impairment
The acquisition of businesses has resulted in the capitalisation of certain trademarks and similar intangibles. The amortisation and impairment of these acquired trademarks and similar intangibles are charged to the income statement as adjusting, as explained in note 3(f).
Property, plant and equipment – depreciation and impairment
Gains and losses recognised on disposal of property, plant and equipment are included within depreciation and impairment of property, plant and equipment.
Additionally, impairment costs resulting from obsolete machines in relation to downsizing and factory rationalisation as mentioned in note 3(e) are reported as part of depreciation and impairment of property, plant and equipment. In 2018, the Group recognised an impairment charge of £110 million in respect of the operations in Venezuela mentioned in note 3(h).
22
(c) Other operating expenses include:
| 2020 £m |
2019 £m |
2018 £m | ||||||||||||||
| Research and development expenses (excluding employee benefit costs and depreciation) |
121 | 126 | 105 | |||||||||||||
| Exchange differences |
(29 | ) | 22 | (15 | ) | |||||||||||
| Hedge ineffectiveness within operating profit |
(3 | ) | (5 | ) | (8 | ) | ||||||||||
| Expense relating to short-term leases |
10 | 16 | - | |||||||||||||
| Expenses relating to leases of low-value assets |
1 | 1 | - | |||||||||||||
| Gains arising from sale and leaseback transactions |
(1 | ) | - | - | ||||||||||||
| Rent of plant and equipment (operating leases) – minimum lease payments |
- | - | 61 | |||||||||||||
| Rent of property (operating leases) – minimum lease payments |
- | - | 110 | |||||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||
| Auditor’s remuneration |
||||||||||||||||
| Total expense for audit services pursuant to legislation: |
||||||||||||||||
| – fees to KPMG LLP for Parent Company and Group audit |
8.7 | 6.8 | 6.3 | |||||||||||||
| – fees to KPMG LLP firms and associates for local statutory and Group reporting audits |
9.9 | 9.0 | 8.8 | |||||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||
| Total audit fees expense – KPMG LLP firms and associates |
18.6 | 15.8 | 15.1 | |||||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||
| Audit fees expense to other firms |
0.2 | 0.1 | 0.2 | |||||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||
| Total audit fees expense |
18.8 | 15.9 | 15.3 | |||||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||
| Fees to KPMG LLP firms and associates for other services: |
||||||||||||||||
| – audit-related assurance services |
8.5 | 8.5 | 9.4 | |||||||||||||
| – other assurance services |
0.5 | 0.5 | 0.3 | |||||||||||||
| – tax advisory services |
- | - | - | |||||||||||||
| – tax compliance |
- | - | - | |||||||||||||
| – audit of defined benefit schemes of the Company |
0.5 | 0.4 | 0.4 | |||||||||||||
| – other non-audit services |
- | - | - | |||||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||
| 9.5 | 9.4 | 10.1 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||
The total auditor’s remuneration to KPMG firms and associates included above are £28.1 million (2019: £25.2 million; 2018: £25.2 million).
Under SEC regulations, the remuneration to KPMG firms and associates of £28.1 million in 2020 (2019: £25.1 million; 2018: £25.2 million) is required to be presented as follows: audit fees £27.5 million (2019: £24.7 million; 2018: £24.7 million), audit-related fees £0.5 million (2019: £0.4 million; 2018: £0.4 million), tax fees £nil million (2019: £nil million; 2018: £nil million) and all other fees £0.1 million (2019: £0.1 million; 2018: £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 provided over information derived from the financial information systems subject to audit or over the controls over those systems.
23
Total research and development costs including employee benefit costs and depreciation are £307 million (2019: £376 million; 2018: £258 million). Included in the 2019 research and development costs is £65 million of costs primarily related to packages in respect of employee benefit reductions as part of the Group’s 2019 restructuring initiative (Quantum), as discussed in note 3(e).
(d) Master Settlement Agreement
In 1998, the major US 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 US states and territories. The MSA imposes a perpetual stream of future payment obligations on the major US cigarette manufacturers. The amounts of money that the participating manufacturers are required to annually contribute are based upon, amongst other things, the volume of cigarettes sold and market share (based on cigarette shipments in that year).
During 2012, R.J. Reynolds Tobacco Company, Santa Fe Natural Tobacco Company (SFNTC), various other tobacco manufacturers, 17 states, the District of Columbia and Puerto Rico reached an agreement related to the Non-Participating Manufacturer (NPM) adjustment under the MSA and three more states joined the agreement in 2013. Under this agreement, R.J. Reynolds Tobacco Company has received credits of more than US$1 billion, in respect of its Non-Participating Manufacturer (NPM) Adjustment claims related to the period from 2003 to 2012. These credits have been applied against the companies’ MSA payments over a period of five years from 2013, subject to, and dependent upon, meeting the various ongoing performance obligations. During 2014, two additional states agreed to settle NPM disputes related to claims for the period 2003 to 2012. R.J. Reynolds Tobacco Company has received US$170 million in credits, which has been applied over a five-year period from 2014. During 2015, another state agreed to settle NPM disputes related to claims for the period 2004 to 2014 and included a method to determine future adjustments from 2015 forward. R.J. Reynolds Tobacco Company has received US$285 million in credits, which was applied over a four-year period from 2016. During 2016, no additional states agreed to settle NPM disputes. During 2017, two more states agreed to settle NPM disputes related to claims for the period 2004 to 2014. It is estimated that R.J. Reynolds Tobacco Company will receive US$61 million in credits, which will be applied over a five-year period from 2017. During 2018, nine more states agreed to settle NPM disputes related to claims for the period 2004 to 2019, with an option through 2022, subject to certain conditions. It is estimated that R.J. Reynolds Tobacco Company will receive US$182 million in credits for settled periods through 2017, which will be applied over a five-year period from 2018. Also, in 2018, one additional state agreed to settle NPM disputes related to claims for the period 2004 to 2024, subject to certain conditions. It is estimated that R.J. Reynolds Tobacco Company will receive US$205 million in credits for settled periods through 2017, which will be applied over a five-year period from 2019. In the first quarter of 2020, certain conditions set forth in the 2017 and 2018 agreements were met for those 10 states. In addition, in August 2020, 24 states, the District of Columbia and Puerto Rico agreed to settle NPM disputes related to claims for the period 2018-2022. 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.
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 2020 amounted to US$3,572 million (2019: US$2,762 million; 2018: US$2,741 million) in respect of settlement expenses and US$2,848 million (2019: US$2,918 million; 2018: US$917 million) in respect of settlement cash payments. In 2020, R.J. Reynolds Tobacco Company recognised additional expenses, included above, 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 note 27.
(e) 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 a review of the Group’s organisational structure announced in 2019 to simplify the business and create a more efficient, agile and focused company.
24
The costs of the Group’s initiatives together with the costs of integrating acquired businesses into existing operations, including acquisition costs, are included in profit from operations under the following headings:
| 2020 £m |
2019 £m |
2018 £m | ||||||||||||||
| Employee benefit costs |
91 | 364 | 176 | |||||||||||||
| Depreciation, amortisation and impairment costs |
151 | 63 | 48 | |||||||||||||
| Other operating expenses |
166 | 145 | 145 | |||||||||||||
| Other operating income |
- | (7 | ) | (6 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||
| 408 | 565 | 363 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||
The adjusting charge in 2020 relates to the ongoing restructuring costs associated with the implementation of revisions to the Group’s operating model, mainly in relation to Quantum. This includes the cost of packages in respect of permanent headcount reduction and permanent employee benefit reductions in the Group. The costs also cover the downsizing and factory rationalisation activities in the Netherlands, 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 has announced a restructuring programme which includes the partial closure of the factory operations in Indonesia. As a result of this decision, a £69 million impairment has been recognised in respect of machinery. This impairment charge relates to some of the machinery in use as well machinery held for future use which, following the significant recent changes in consumer preferences, is not expected to be brought in to manufacturing in the future.
The adjusting charge in 2019 relates to the ongoing restructuring costs associated with the implementation of revisions to the Group’s operating model, mainly in relation to Quantum. This includes the cost of packages in respect of permanent headcount reduction and permanent employee benefit reductions in the Group. The costs also cover the downsizing and factory rationalisation activities in Germany, Russia and APME. Included in other operating income are amounts related to cash and reversal of deferred consideration associated with the acquisition of TDR d.o.o. (TDR) (note 23).
Restructuring and integration costs in 2018 include integration costs associated with the acquisition of Reynolds American and ongoing costs of implementing the revisions to the Group’s operating model. This includes the cost of packages in respect of permanent headcount reductions and permanent employee benefit reductions in the Group. The costs also cover downsizing activities in Russia, Germany and APME. Included in other operating income are gains from the sale of land and buildings in the Netherlands.
(f) 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 £339 million (2019: £481 million; 2018: £377 million) is charged as adjusting and included in depreciation, amortisation and impairment costs in the income statement. In 2019, the Group incurred an impairment charge of £129 million, which included the partial impairment of the Kodiak brand, as explained in note 8(c).
(g) Fox River
As explained in note 27, a Group subsidiary has certain liabilities in respect of indemnities given on the purchase and disposal of former businesses in the United States and, in 2011, the subsidiary provided £274 million in respect of claims in relation to environmental clean-up costs of the Fox River.
On 30 September 2014, a Group subsidiary, NCR, Appvion and Windward Prospects entered into a Funding Agreement with regard to the costs for the clean-up of Fox River.
In January 2017, NCR and Appvion entered into a consent decree with the US 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 a US District Judge in August 2017. The US 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 US Government, P. H. Glatfelter and Georgia-Pacific (the remaining Fox River PRPs) sought approval for a separate Consent Decree to bring an end to all litigation concerning the Fox River clean-up. This Consent Decree was approved by the District Court of the Eastern District of Wisconsin on 14 March 2019 and concludes all existing litigation on the Fox River.
25
In July 2016, the High Court ruled in a Group subsidiary’s favour that a dividend of €135 million paid by Windward to Sequana in May 2009 was a transaction made with the intention of putting assets beyond the reach of the Group subsidiary and of negatively impacting its interests. On 10 February 2017, further to a hearing in January 2017 to determine the relief due, the Court found in the Group subsidiary’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, 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. In June 2018, the Court of Appeal heard arguments in the Sequana Claims Appeal (as defined in note 27). 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 the above mentioned dividend. Due to the uncertain outcome of the case no asset has been recognised in relation to this ruling. In February 2017, Sequana entered into a process in France seeking court protection (the ‘Sauvegarde’), exiting the Sauvegarde in June 2017. On 7 March 2019, Sequana announced that it was unable to pay its debts and that it had applied to convert the Sauvegarde into ‘redressement judiciaire’, a form of insolvent receivership. On 15 May 2019, the Nanterre Commercial Court made an order placing Sequana into formal liquidation proceedings (‘liquidation judiciaire’). No payments have been received.
The provision is £70 million at 31 December 2020 (2019: £73 million). Based on the Funding Agreement, £3 million has been paid in 2020, which includes legal costs of £1 million (2019: £35 million, including legal costs of £3 million; 2018: £30 million, including legal costs of £5 million).
(h) Other adjusting items
Included within ‘other operating expenses’
In 2020, the Group incurred £447 million (2019: £874 million; 2018: £294 million) of other adjusting items which have been adjusted within ‘other operating expenses’.
The charge in 2020 primarily includes £487 million (2019: £236 million; 2018: £178 million) of litigation costs. In 2020, this was 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 27. 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. In 2020, the charge also includes £87 million predominantly related to other litigation costs including Engle progeny litigation.
Also included in 2020, is a credit of £40 million recognised in relation to the prior year charge associated with the excise dispute in Russia, of which, £14 million is offset in the adjusting items included in taxation (note 6(d)).
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 included in other adjusting items in 2019. The Group also recognised an interest charge of £50 million (note 4(b)).
Also, in 2019, a charge of £436 million was incurred in respect of the Quebec class actions as explained in note 27.
Included within ‘depreciation, amortisation and impairment’
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, as explained in note 8(e).
During 2019, the Group impaired the goodwill arising from the Bentoel acquisition, amounting to £172 million, goodwill arising from the VapeWild acquisition of £12 million and goodwill arising from the Highendsmoke acquisition of £10 million as explained in note 8(e).
In 2018, the European Securities and Markets Authority (ESMA) recognised the specific issues related to Venezuela and proposed that companies with exposure to Venezuela use an ‘estimated’ exchange rate rather than the official exchange rate, as otherwise required under IAS 21. Accordingly, the Group has used an exchange rate calculated with reference to the estimated inflation since the latest dividend payment in 2010. In addition, the net assets of the Group’s Venezuelan operations are subject to accounting adjustments IAS 29 Financial Reporting in Hyperinflationary Economies, as they are revalued, for accounting purposes, from their acquisition date to the balance sheet date. However, management believes that such a revaluation is not reflective of the recoverable value of those assets and have incurred an impairment charge of £110 million. This charge has been treated as an adjusting item as it does not reflect the underlying performance of the Group. The Group has also recognised a monetary gain due to hyperinflation accounting under IAS 29 of £45 million within net finance costs (note 4(b)).
26
(i) Other operating income
Other operating income comprises income that is associated with the Group’s normal activities, but which falls outside the definition of turnover and includes one-off capital profits on property sales and one-off disposals of fixed assets.
As explained in note 27, the Group recognised £58 million (2019: £86 million; 2018: £nil) in respect of a tax case in Brazil. In 2019 and 2018, as discussed in note 3(e) above, certain items of operating income have been incurred as part of the Group’s restructuring and integration activities.
27
4 Net finance costs
(a) Net finance costs/(income)
| 2020 £m |
2019 £m |
2018 £m | ||||||||||||||
| Interest expense |
1,605 | 1,676 | 1,592 | |||||||||||||
| Interest expense on lease liabilities |
26 | 32 | 1 | |||||||||||||
| Facility fees |
23 | 10 | 13 | |||||||||||||
| Interest and fair value related to early repurchase of bonds (note 4(b)) |
142 | - | - | |||||||||||||
| Interest related to adjusting tax payables (note 4(b)) |
11 | 80 | 41 | |||||||||||||
| Venezuela hyperinflation (note 4(b)) |
- | - | (45 | ) | ||||||||||||
| Fair value changes on derivative financial instruments and hedged items |
(217 | ) | 367 | (154 | ) | |||||||||||
| Exchange differences |
205 | (479 | ) | 1 | ||||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||
| Finance costs |
1,795 | 1,686 | 1,449 | |||||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||
| Interest under the effective interest method |
(50 | ) | (84 | ) | (68 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||
| Finance income |
(50 | ) | (84 | ) | (68 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||
| Net finance costs |
1,745 | 1,602 | 1,381 | |||||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||
The Group manages foreign exchange gains and losses and fair value changes on a net basis excluding adjusting items, which are explained in note 4(b). The derivatives that generate the fair value changes are explained in note 15.
Facility fees principally relate to the Group’s central banking facilities.
In October 2020, the Group completed a tender offer to repurchase sterling-equivalent £2,653 million of bonds, including £24 million of accrued interest. Following this, in November 2020, the Group also completed a ‘make-whole’ bond redemption exercise of sterling-equivalent £462 million of bonds, including £6 million of accrued interest. Further details on the tender offer and ‘make-whole’ redemption exercise are provided in note 22. Other costs directly associated with the early repurchase of bonds, including the premium paid, have been treated as adjusting items, as detailed in note 4(b).
(b) Adjusting items included in net finance costs
Adjusting items are significant items in net finance costs which individually or, if of a similar type, in aggregate, are relevant to an understanding of the Group’s underlying financial performance.
In 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.
In addition, the Group recognised interest on adjusting tax payables of £11 million (2019: £80 million; 2018: £41 million), which included interest of £21 million (2019: £28 million; 2018: £25 million) in relation to the Franked Investment Income Group Litigation Order (FII GLO) (note 6(b)) and a net credit of £10 million (2019: charge of £50 million, 2018: charge of £12 million) in respect of the excise dispute (note 3(h)) and withholding tax in Russia.
In 2018, the Group recognised a monetary gain of £45 million related to the application of hyperinflationary accounting in Venezuela (note 3(h)).
28
5 Associates and joint ventures
| 2020 | 2019 | 2018 | ||||||||||||||||||||||||||||||
| Total £m |
Group’s £m |
Total £m |
Group’s £m |
Total £m |
Group’s £m |
|||||||||||||||||||||||||||
| Revenue |
7,001 | 1,983 | 7,581 | 2,158 | 7,235 | 2,058 | ||||||||||||||||||||||||||
| Profit from operations |
2,006 | 591 | 2,386 | 704 | 2,128 | 630 | ||||||||||||||||||||||||||
| Net finance costs |
(6 | ) | (2 | ) | (7 | ) | (2 | ) | (8 | ) | (3 | ) | ||||||||||||||||||||
| Profit on ordinary activities before taxation |
2,000 | 589 | 2,379 | 702 | 2,120 | 627 | ||||||||||||||||||||||||||
| Taxation on ordinary activities |
(421 | ) | (125 | ) | (666 | ) | (196 | ) | (678 | ) | (201 | ) | ||||||||||||||||||||
| Profit on ordinary activities after taxation |
1,579 | 464 | 1,713 | 506 | 1,442 | 426 | ||||||||||||||||||||||||||
| Non-controlling interests |
(30 | ) | (9 | ) | (27 | ) | (8 | ) | (24 | ) | (7 | ) | ||||||||||||||||||||
| Post-tax results of associates and joint ventures |
1,549 | 455 | 1,686 | 498 | 1,418 | 419 | ||||||||||||||||||||||||||
Enumerated below are movements that have impacted the post-tax results of associates and joint ventures in 2020, 2019 and 2018.
(a) Adjusting items
In 2020, the Group’s interest in ITC Ltd. (ITC) decreased from 29.46% to 29.42% (2019: 29.57% to 29.46%; 2018: 29.71% to 29.57%) as a result of ITC issuing ordinary shares under the ITC Employee Share Option Scheme. The issue of these shares and change in the Group’s share of ITC resulted in a gain of £17 million (2019: £25 million; 2018: £22 million), which is treated as a deemed partial disposal and included in 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.
In 2018, ITC also recognised an adjusting gain in respect of the release of certain provisions related to a tax claim, the Group’s share of which was £10 million.
29
(b) Other financial information
The Group’s share of the results of associates and joint ventures is shown in the table below.
| 2020 | 2019 | 2018 | ||||||||||||||||||
| Group’s share £m |
Group’s share £m |
Group’s share £m |
||||||||||||||||||
| Profit on ordinary activities after taxation |
||||||||||||||||||||
| – attributable to owners of the Parent |
455 | 498 | 419 | |||||||||||||||||
| Other comprehensive income: |
||||||||||||||||||||
| Items that may be reclassified to profit & loss |
(98) | (115) | (38) | |||||||||||||||||
| Items that will not be reclassified to profit & loss |
(34) | 7 | 6 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total comprehensive income |
323 | 390 | 387 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
Summarised financial information of the Group’s associates and joint ventures is shown below.
| 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 | |||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||
30
| 2019 | ||||||||||||||||||||
| ITC £m |
Others £m |
Total £m |
||||||||||||||||||
| Revenue |
5,556 | 2,025 | 7,581 | |||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||
| Profit on ordinary activities before taxation |
2,322 | 57 | 2,379 | |||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||
| Post-tax results of associates and joint ventures |
1,646 | 40 | 1,686 | |||||||||||||||||
| Other comprehensive income |
(365) | - | (365) | |||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||
| Total comprehensive income |
1,281 | 40 | 1,321 | |||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||
| 2018 | ||||||||||||||||||||
| ITC £m |
Others £m |
Total £m |
||||||||||||||||||
| Revenue |
5,072 | 2,163 | 7,235 | |||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||
| Profit on ordinary activities before taxation |
2,059 | 61 | 2,120 | |||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||
| Post-tax results of associates and joint ventures |
1,373 | 45 | 1,418 | |||||||||||||||||
| Other comprehensive income |
(110) | - | (110) | |||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||
| Total comprehensive income |
1,263 | 45 | 1,308 | |||||||||||||||||
|
|
|
|
|
|
|
|
||||||||||||||
31
6 Taxation on ordinary activities
(a) Summary of taxation on ordinary activities
| 2020 £m |
2019 £m |
2018 £m |
||||||||||||||||||
| UK corporation tax |
38 | 8 | 60 | |||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||
| Comprising: |
||||||||||||||||||||
| – current year tax expense |
38 | 41 | 66 | |||||||||||||||||
| – adjustments in respect of prior periods |
- | (33) | (6) | |||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||
| Overseas tax |
2,387 | 2,047 | 2,455 | |||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||
| Comprising: |
||||||||||||||||||||
| – current year tax expense |
2,369 | 2,074 | 2,460 | |||||||||||||||||
| – adjustments in respect of prior periods |
18 | (27) | (5) | |||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||
| Total current tax |
2,425 | 2,055 | 2,515 | |||||||||||||||||
| Deferred tax |
(317) | 8 | (374) | |||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||
| Comprising: |
||||||||||||||||||||
| – deferred tax relating to origination and reversal of temporary differences |
(184) | 55 | (304) | |||||||||||||||||
| – deferred tax relating to changes in tax rates |
(133) | (47) | (70) | |||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||
| 2,108 | 2,063 | 2,141 | ||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||
(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 are 23 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 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 partially overturn existing case law 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. Judgment following the second December hearing is expected in 2021. In July 2018, the Supreme Court handed down its judgment in the Prudential Assurance Company Ltd case, which is closely related to the FII GLO. Applying the Prudential judgment reduces the value of the FII claim to approximately £0.6 billion, mainly as the result of the application of simple interest.
32
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 as deferred income as disclosed in note 21. Any future recognition as income will be treated as an adjusting item, due to the size of the amount, with interest of £21 million for the 12 months to 31 December 2020 (2019: £28 million; 2018: £25 million) accruing on the balance, which was also treated as an adjusting item.
(c) Factors affecting the taxation charge
The taxation charge differs from the standard 19% (2019: 19%; 2018: 19%) rate of corporation tax in the UK. The major causes of this difference are listed below:
| 2020 | 2019 | 2018 | ||||||||||||||||||||||||||||||
| £m | % | £m | % | £m | % | |||||||||||||||||||||||||||
| Profit before tax |
8,672 | 7,912 | 8,351 | |||||||||||||||||||||||||||||
| Less: share of post-tax results of associates and joint ventures (see note 5) | (455 | ) | (498 | ) | (419 | ) | ||||||||||||||||||||||||||
| 8,217 | 7,414 | 7,932 | ||||||||||||||||||||||||||||||
| Tax at 19% (2019 and 2018: 19%) on the above |
1,561 | 19.0 | 1,409 | 19.0 | 1,507 | 19.0 | ||||||||||||||||||||||||||
| Factors affecting the tax rate: |
||||||||||||||||||||||||||||||||
| Tax at standard rates other than UK corporation tax rate |
368 | 4.5 | 353 | 4.8 | 384 | 4.8 | ||||||||||||||||||||||||||
| Other national tax charges |
142 | 1.7 | 147 | 2.0 | 204 | 2.6 | ||||||||||||||||||||||||||
| Permanent differences |
20 | 0.3 | 122 | 1.6 | 7 | 0.1 | ||||||||||||||||||||||||||
| Overseas withholding taxes |
155 | 1.9 | 106 | 1.4 | 155 | 1.9 | ||||||||||||||||||||||||||
| Double taxation relief on UK profits |
(22 | ) | (0.3 | ) | (29 | ) | (0.4 | ) | (35 | ) | (0.4 | ) | ||||||||||||||||||||
| Unutilised/utilised tax losses |
5 | 0.1 | 16 | 0.2 | 5 | 0.1 | ||||||||||||||||||||||||||
| Adjustments in respect of prior periods |
18 | 0.2 | (60 | ) | (0.8 | ) | (11 | ) | (0.1 | ) | ||||||||||||||||||||||
| Deferred tax relating to changes in tax rates |
(133 | ) | (1.6 | ) | (47 | ) | (0.6 | ) | (70 | ) | (0.9 | ) | ||||||||||||||||||||
| Additional net deferred tax (credits)/charges |
(6 | ) | (0.1 | ) | 46 | 0.6 | (5 | ) | (0.1 | ) | ||||||||||||||||||||||
| 2,108 | 25.7 | 2,063 | 27.8 | 2,141 | 27.0 | |||||||||||||||||||||||||||
(d) Adjusting items included in taxation
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 US state tax rates and the excise dispute in Russia (note 3(h)).
In 2019, adjusting items in taxation total a credit of £65 million relating primarily to changes in US state tax rates, relating to the revaluation of deferred tax liabilities arising on trademarks recognised in the Reynolds American acquisition in 2017.
In 2018, adjusting items in taxation relate to a £79 million credit due to changes in US state tax rates in the period, relating to the revaluation of deferred tax liabilities arising on trademarks recognised in the Reynolds American acquisition in 2017, and a £55 million charge related to retrospective guidance issued by a tax authority in the ENA region regarding the application of withholding tax (WHT) between 2015 and 2017.
33
(e) Tax on adjusting items
In addition, the tax on adjusting items, separated between the different categories, as per note 7, amounted to £287 million (2019: £373 million; 2018: £199 million). The adjustment to the adjusted earnings per share (note 7) also includes £8 million (2019: £17 million; 2018: £6 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
| 2020 £m |
2019 £m |
2018 £m | ||||||||||||||||
| Current tax |
(5 | ) | (7 | ) | (8) | |||||||||||||
| Deferred tax |
23 | 138 | (7) | |||||||||||||||
|
|
|
|
|
|
|
| ||||||||||||
| Credited/(charged) to other comprehensive income |
18 | 131 | (15) | |||||||||||||||
|
|
|
|
|
|
|
| ||||||||||||
The tax relating to each component of other comprehensive income is disclosed in note 18.
7 Earnings per share
| 2020 | 2019 | 2018 | ||||||||||||||||||||||||||||||||||||||||||
| 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) | 6,400 | 2,286 | 280.0 | 5,704 | 2,284 | 249.7 | 6,032 | 2,285 | 264.0 | |||||||||||||||||||||||||||||||||||
| Share options |
- | 9 | (1.1 | ) | - | 7 | (0.7 | ) | - | 7 | (0.8 | ) | ||||||||||||||||||||||||||||||||
| Diluted earnings per share |
6,400 | 2,295 | 278.9 | 5,704 | 2,291 | 249.0 | 6,032 | 2,292 | 263.2 | |||||||||||||||||||||||||||||||||||
34
Adjusted earnings per share calculation
Earnings have been affected by a number of adjusting items, which are described in notes 3 to 6. 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 | ||||||||||||||||||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||||||||||||||||||
| Notes | Earnings £m |
Earnings per pence |
Earnings £m |
Earnings per pence |
Earnings £m |
Earnings per pence |
||||||||||||||||||||||||||||||
| Basic earnings per share | 6,400 | 280.0 | 5,704 | 249.7 | 6,032 | 264.0 | ||||||||||||||||||||||||||||||
| Effect of restructuring and integration costs | 3 | (e) | 408 | 17.8 | 565 | 24.7 | 363 | 15.9 | ||||||||||||||||||||||||||||
| Tax and non-controlling interests on restructuring and integration costs | (64 | ) | (2.8 | ) | (101 | ) | (4.4 | ) | (83 | ) | (3.6 | ) | ||||||||||||||||||||||||
| Effect of amortisation and impairment of goodwill, trademarks and similar intangibles | 3 | (f),(h) | 548 | 24.0 | 675 | 29.6 | 377 | 16.5 | ||||||||||||||||||||||||||||
| Tax and non-controlling interests on amortisation and impairment of goodwill, trademarks and similar intangibles | (77 | ) | (3.4 | ) | (115 | ) | (5.0 | ) | (78 | ) | (3.4 | ) | ||||||||||||||||||||||||
| Effect of associates’ adjusting items net of tax | 5 | (a) | (13 | ) | (0.6 | ) | (25 | ) | (1.1 | ) | (32 | ) | (1.4 | ) | ||||||||||||||||||||||
| Effect of Quebec class action | 3 | (h) | - | - | 436 | 19.1 | - | - | ||||||||||||||||||||||||||||
| Tax on Quebec class action | - | - | (124 | ) | (5.4 | ) | - | - | ||||||||||||||||||||||||||||
| Effect of Russia excise dispute | 3 | (h) | (40 | ) | (1.7 | ) | 202 | 8.9 | - | - | ||||||||||||||||||||||||||
| Tax on Russia excise dispute | 6 | (d) | 14 | 0.6 | (16 | ) | (0.7 | ) | - | - | ||||||||||||||||||||||||||
| Effect of hyperinflation on Venezuela retained earnings | 3 | (h),4(b) | - | - | - | - | 65 | 2.8 | ||||||||||||||||||||||||||||
| Other adjusting items | 3 | (h) | 487 | 21.2 | 236 | 10.3 | 184 | 8.0 | ||||||||||||||||||||||||||||
| Tax effect on other adjusting items | (104 | ) | (4.5 | ) | (50 | ) | (2.2 | ) | (44 | ) | (1.9 | ) | ||||||||||||||||||||||||
| Deferred tax relating to changes in tax rates | 6 | (21 | ) | (0.9 | ) | (49 | ) | (2.2 | ) | (79 | ) | (3.5 | ) | |||||||||||||||||||||||
| Effect of early repurchase of bonds | 4 | (b) | 142 | 6.2 | - | - | - | - | ||||||||||||||||||||||||||||
| Tax effect of early repurchase of bonds | (32 | ) | (1.4 | ) | - | - | - | - | ||||||||||||||||||||||||||||
| Effect of interest on FII GLO settlement and other | 4 | (b) | 11 | 0.5 | 80 | 3.5 | 41 | 1.8 | ||||||||||||||||||||||||||||
| Tax effect of interest on FII GLO settlement and other | (4 | ) | (0.2 | ) | - | - | - | - | ||||||||||||||||||||||||||||
| Effect of retrospective guidance on WHT | 6 | (d) | (42 | ) | (1.8 | ) | - | - | 55.0 | 2.4 | ||||||||||||||||||||||||||
| Adjusted earnings per share (basic) |
7,613 | 333.0 | 7,418 | 324.8 | 6,801 | 297.6 | ||||||||||||||||||||||||||||||
35
| Diluted | ||||||||||||||||||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||||||||||||||||||
| Notes | Earnings £m |
Earnings per pence |
Earnings £m |
Earnings per pence |
Earnings £m |
Earnings per pence |
||||||||||||||||||||||||||||||
| Diluted earnings per share | 6,400 | 278.9 | 5,704 | 249.0 | 6,032 | 263.2 | ||||||||||||||||||||||||||||||
| Effect of restructuring and integration costs | 3 | (e) | 408 | 17.7 | 565 | 24.7 | 363 | 15.8 | ||||||||||||||||||||||||||||
| Tax and non-controlling interests on restructuring and integration costs | (64 | ) | (2.8 | ) | (101 | ) | (4.4 | ) | (83 | ) | (3.6 | ) | ||||||||||||||||||||||||
| Effect of amortisation and impairment of goodwill, trademarks and similar intangibles | 3 | (f),(h) | 548 | 23.9 | 675 | 29.5 | 377 | 16.4 | ||||||||||||||||||||||||||||
| Tax and non-controlling interests on amortisation and impairment of goodwill, trademarks and similar intangibles | (77 | ) | (3.4 | ) | (115 | ) | (5.0 | ) | (78 | ) | (3.4 | ) | ||||||||||||||||||||||||
| Effect of associates’ adjusting items net of tax | 5 | (a) | (13 | ) | (0.6 | ) | (25 | ) | (1.1 | ) | (32 | ) | (1.4 | ) | ||||||||||||||||||||||
| Effect of Quebec class action | 3 | (h) | - | - | 436 | 19.0 | - | - | ||||||||||||||||||||||||||||
| Tax on Quebec class action | - | - | (124 | ) | (5.4 | ) | - | - | ||||||||||||||||||||||||||||
| Effect of Russia excise dispute | 3 | (h) | (40 | ) | (1.7 | ) | 202 | 8.8 | - | - | ||||||||||||||||||||||||||
| Tax on Russia excise dispute | 6 | (d) | 14 | 0.6 | (16 | ) | (0.7 | ) | - | - | ||||||||||||||||||||||||||
| Effect of hyperinflation on Venezuela retained earnings | 3 | (h),4(b) | - | - | - | - | 65 | 2.8 | ||||||||||||||||||||||||||||
| Other adjusting items | 3 | (h) | 487 | 21.2 | 236 | 10.3 | 184 | 8.0 | ||||||||||||||||||||||||||||
| Tax effect on other adjusting items | (104 | ) | (4.5 | ) | (50 | ) | (2.2 | ) | (44 | ) | (1.9 | ) | ||||||||||||||||||||||||
| Deferred tax relating to changes in tax rates | 6 | (21 | ) | (0.9 | ) | (49 | ) | (2.2 | ) | (79 | ) | (3.4 | ) | |||||||||||||||||||||||
| Effect of early repurchase of bonds | 4 | (b) | 142 | 6.2 | - | - | - | - | ||||||||||||||||||||||||||||
| Tax effect of early repurchase of bonds | (32 | ) | (1.4 | ) | - | - | - | - | ||||||||||||||||||||||||||||
| Effect of interest on FII GLO settlement and other | 4 | (b) | 11 | 0.5 | 80 | 3.5 | 41 | 1.8 | ||||||||||||||||||||||||||||
| Tax effect of interest on FII GLO settlement and other | (4 | ) | (0.2 | ) | - | - | - | - | ||||||||||||||||||||||||||||
| Effect of retrospective guidance on WHT | 6 | (d) | (42 | ) | (1.8 | ) | - | - | 55 | 2.4 | ||||||||||||||||||||||||||
| Adjusted earnings per share (diluted) |
7,613 | 331.7 | 7,418 | 323.8 | 6,801 | 296.7 | ||||||||||||||||||||||||||||||
36
Headline earnings per share as required by the JSE Limited
The presentation of headline earnings per share, as an alternative measure of earnings per share, is mandated under the JSE Listing Requirements. It is calculated in accordance with Circular 1/2019 ‘Headline Earnings’, as issued by the South African Institute of Chartered Accountants.
| Basic | ||||||||||||||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||||||||||||||
| Earnings £m |
Earnings per share pence |
Earnings £m |
Earnings per share pence |
Earnings £m |
Earnings per share pence |
|||||||||||||||||||||||||||
| Basic earnings per share | 6,400 | 280.0 | 5,704 | 249.7 | 6,032 | 264.0 | ||||||||||||||||||||||||||
| Effect of impairment of intangibles, property, plant and equipment and assets held-for-sale | 465 | 20.3 | 518 | 22.7 | 238 | 10.3 | ||||||||||||||||||||||||||
| Tax and non-controlling interests on impairment of intangibles and property, plant and equipment | (74 | ) | (3.3 | ) | (79 | ) | (3.5 | ) | (65 | ) | (2.8 | ) | ||||||||||||||||||||
| Effect of (gains)/losses on disposal of property, plant and equipment, held-for-sale assets, partial/full termination of IFRS 16 leases, and sale and leaseback | (26 | ) | (1.1 | ) | 7 | 0.3 | (11 | ) | (0.5 | ) | ||||||||||||||||||||||
| 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 | 8 | 0.3 | (1 | ) | - | 4 | 0.2 | |||||||||||||||||||||||||
| Effect of gains on disposal of businesses, non-current investments and brands | - | - | - | - | (10 | ) | (0.4 | ) | ||||||||||||||||||||||||
| Tax on gains on disposal of businesses, non-current investments and brands | - | - | - | - | 2 | 0.1 | ||||||||||||||||||||||||||
| Issue of shares and change in shareholding in associate | (17 | ) | (0.7 | ) | (25 | ) | (1.1 | ) | (22 | ) | (1.0 | ) | ||||||||||||||||||||
| Headline earnings per share (basic) |
6,756 | 295.5 | 6,124 | 268.1 | 6,168 | 269.9 | ||||||||||||||||||||||||||
37
| Diluted | ||||||||||||||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||||||||||||||
| Earnings £m |
Earnings per share pence |
Earnings £m |
Earnings per share pence |
Earnings £m |
Earnings per share pence |
|||||||||||||||||||||||||||
| Diluted earnings per share | 6,400 | 278.9 | 5,704 | 249.0 | 6,032 | 263.2 | ||||||||||||||||||||||||||
| Effect of impairment of intangibles, property, plant and equipment and assets held-for-sale | 465 | 20.3 | 518 | 22.5 | 238 | 10.3 | ||||||||||||||||||||||||||
| Tax and non-controlling interests on impairment of intangibles and property, plant and equipment | (74 | ) | (3.3 | ) | (79 | ) | (3.4 | ) | (65 | ) | (2.8 | ) | ||||||||||||||||||||
| Effect of (gains)/losses on disposal of property, plant and equipment, held-for-sale assets, partial/full termination of IFRS 16 leases, and sale and leaseback | (26 | ) | (1.1 | ) | 7 | 0.3 | (11 | ) | (0.5 | ) | ||||||||||||||||||||||
| 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 | 8 | 0.3 | (1 | ) | - | 4 | 0.2 | |||||||||||||||||||||||||
| Effect of gains on disposal of businesses, non-current investments and brands | - | - | - | - | (10 | ) | (0.4 | ) | ||||||||||||||||||||||||
| Tax on gains on disposal of businesses, non-current investments and brands | - | - | - | - | 2 | 0.1 | ||||||||||||||||||||||||||
| Issue of shares and change in shareholding in associate | (17 | ) | (0.7 | ) | (25 | ) | (1.1 | ) | (22 | ) | (1.0 | ) | ||||||||||||||||||||
| Headline earnings per share (diluted) | 6,756 | 294.4 | 6,124 | 267.3 | 6,168 | 269.1 | ||||||||||||||||||||||||||
38
8 Intangible assets
(a) Overview of intangible assets
| 2020 | ||||||||||||||||||||||||||||||||||||
| Goodwill £m |
Computer software £m |
Trademarks and similar £m |
Assets in the course development £m |
Total £m | ||||||||||||||||||||||||||||||||
| 1 January |
||||||||||||||||||||||||||||||||||||
| Cost |
44,316 | 1,207 | 75,726 | 115 | 121,364 | |||||||||||||||||||||||||||||||
| Accumulated amortisation and impairment |
(780 | ) | (1,797 | ) | (2,577 | ) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||
| Net book value at 1 January |
44,316 | 427 | 73,929 | 115 | 118,787 | |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||
| Differences on exchange |
(824 | ) | (3 | ) | (2,252 | ) | - | (3,079 | ) | |||||||||||||||||||||||||||
| Additions |
||||||||||||||||||||||||||||||||||||
| – internal development |
- | - | - | 142 | 142 | |||||||||||||||||||||||||||||||
| – acquisitions (note 23) |
36 | - | 39 | - | 75 | |||||||||||||||||||||||||||||||
| – separately acquired |
- | - | 103 | 13 | 116 | |||||||||||||||||||||||||||||||
| Reallocations |
- | 127 | 23 | (150 | ) | - | ||||||||||||||||||||||||||||||
| Amortisation charge |
- | (121 | ) | (338 | ) | - | (459 | ) | ||||||||||||||||||||||||||||
| Impairment |
(209 | ) | (8 | ) | (22 | ) | - | (239 | ) | |||||||||||||||||||||||||||
| 31 December |
||||||||||||||||||||||||||||||||||||
| Cost |
43,319 | 1,307 | 73,598 | 120 | 118,344 | |||||||||||||||||||||||||||||||
| Accumulated amortisation and impairment |
(885 | ) | (2,116 | ) | (3,001 | ) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||
| Net book value at 31 December |
43,319 | 422 | 71,482 | 120 | 115,343 | |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||
39
| 2019 | ||||||||||||||||||||
| Goodwill £m |
Computer software £m |
Trademarks and similar £m |
Assets in the course of development £m |
Total £m | ||||||||||||||||
| 1 January |
||||||||||||||||||||
| Cost |
46,163 | 1,101 | 78,736 | 125 | 126,125 | |||||||||||||||
| Accumulated amortisation and impairment |
(698 | ) | (1,414 | ) | (2,112 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Net book value at 1 January |
46,163 | 403 | 77,322 | 125 | 124,013 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Differences on exchange |
(1,676 | ) | (2 | ) | (2,976 | ) | - | (4,654 | ) | |||||||||||
| Additions |
||||||||||||||||||||
| – internal development |
- | - | - | 148 | 148 | |||||||||||||||
| – acquisitions (note 23) |
23 | - | 54 | - | 77 | |||||||||||||||
| – separately acquired |
- | - | 7 | 6 | 13 | |||||||||||||||
| Reallocations |
- | 134 | 30 | (164 | ) | - | ||||||||||||||
| Amortisation charge |
- | (105 | ) | (361 | ) | - | (466 | ) | ||||||||||||
| Impairment |
(194 | ) | (3 | ) | (147 | ) | - | (344 | ) | |||||||||||
| 31 December |
||||||||||||||||||||
| Cost |
44,316 | 1,207 | 75,726 | 115 | 121,364 | |||||||||||||||
| Accumulated amortisation and impairment |
(780 | ) | (1,797 | ) | (2,577 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Net book value at 31 December |
44,316 | 427 | 73,929 | 115 | 118,787 | |||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
(b) Goodwill
Goodwill of £43,319 million (2019: £44,316 million) is included in intangible assets in the balance sheet of which the following are the significant acquisitions: Reynolds American £32,719 million (2019: £33,761 million); Rothmans Group £4,591 million (2019: £4,704 million); Imperial Tobacco Canada £2,304 million (2019: £2,335 million); ETI (Italy) £1,474 million (2019: £1,396 million) and ST (principally Scandinavia) £1,111 million (2019: £1,048 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 2020, the Group recognised a goodwill impairment charge of £209 million (2019: £194 million) as explained in note 8(e)(iv) below.
40
(c) Trademarks and similar intangibles
Trademarks and similar intangibles with indefinite lives
Included in the net book value of trademarks and similar intangibles are trademarks relating to the acquisition of Reynolds American with indefinite lives amounting to £68,839 million (2019: £71,032 million). These trademarks, 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 US 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
Included in the net book value of trademarks and similar intangibles are trademarks relating to the acquisition of Reynolds American £2,260 million (2019: £2,590 million). On 20 October 2020, the Group acquired the formulations, brands, associated know-how and other relevant assets owned by Dryft Sciences, LLC, relating to its white nicotine pouch products, these have been accounted as trademarks with a value of £103 million (see note 23).
In 2020, due to the migration to Vuse and difficult trading conditions in South Africa and the delisting of certain brands in Belize, the Group recognised an impairment charge of £18 million.
In 2019, as a result of declining volumes, the Group recognised a partial impairment of the Kodiak brand of £63 million. In addition, as a result of the regulatory uncertainty in the US vaping market, the Group did not submit Premarket Tobacco Applications (PMTA) for the vaping e-liquids purchased as part of the VapeWild acquisition (note 23). As a consequence, the Group recognised an impairment charge of £37 million in respect of the brands acquired as part of the acquisition. The Group withdrew the VapeWild products from the market in September 2020. Also, in 2019, the Group announced that it was simplifying its New Category product portfolio, with vapour products to be branded Vuse, modern oral products to be branded Velo and tobacco heating products continuing to be branded glo. As a result, the carrying values of trademarks and similar intangible assets acquired as part of the Chic, Must Have Limited and Quantus/Highendsmoke business combinations (see note 23), amounting to £29 million in total, have been fully impaired, as the acquired trademarks will no longer generate future economic benefits.
(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 £513 million (2019: £516 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 £6 million of future contractual commitments (2019: £4 million) related to intangible assets.
(e) Impairment testing
(i) 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 Canada, US, Malaysia, Peru and South Africa markets and the Global Travel Retail (GTR) business.
(ii) Impairment testing – Trademarks and similar intangibles with indefinite lives (brands)
The trademarks and similar intangibles have been tested for impairment in line with the following methodology. The recoverable amounts of trademarks and similar intangibles with indefinite lives have been determined on a value-in-use basis. The value-in-use calculations use cash flows based on detailed brand budgets prepared by management using projected sales volumes, revenues and projected brand profitability covering a five-year horizon and, thereafter, grown into perpetuity. Corporate costs are allocated to the brand budgets based on either specific allocations, where appropriate, or based on volumes. The pre-tax discount rates, ranging between 8.29% and 9.01%, and long-term growth rates of 1%, applied to the brand value-in-use calculations have been determined by local management based on experience, specific market and brand trends and pricing and cost expectations. Following the application of a reasonable range of sensitivities, there was no indication of impairment.
Refer to note 8(e)(v) for further information on the Newport brand impairment testing. As the trademarks and similar intangibles with indefinite lives relate to the acquisition of Reynolds American, the brand budgets used in the value-in-use calculations have been incorporated into the budget information used in the impairment testing of the Reynolds American goodwill.
41
(iii) Cash-generating units and information on goodwill impairment testing
In 2020, goodwill was allocated for impairment testing purposes to 19 (2019: 21) individual cash-generating units – one in the United States (2019: two), six in APME (2019: five), seven in AMSSA (2019: seven) and five in ENA (2019: seven).
Due to initiatives to simplify the business and improve the effectiveness and the efficiency of the Group as a globally integrated enterprise, £555 million of goodwill arising from the Rothmans acquisition allocated to the UK Exports cash-generating unit has been transferred to the Europe cash-generating unit and a portion of goodwill amounting to £235 million has been transferred from the Singapore cash-generating unit to a newly created Global Travel and Retail (GTR) cash-generating unit. The effective date for both transfers was 1 January 2020. The transfer of the UK Exports cash-generating unit and the 2019 impairment of goodwill arising from the Quantus/Highendsmoke acquisition (refer to note 8(e)(iv)) resulted in the ENA cash-generating units reducing to five. The number of cash-generating units in APME increased to six with the addition of the newly created GTR and Eastern Tobacco (note 23(a)) cash-generating units and the removal of Indonesia as a cash-generating unit due to the 2019 impairment (note 8(e)(iv)). In addition, the cash-generating units in the United States have reduced by one as a result of the impairment of goodwill in VapeWild (note 8(e)(iv)).
| 2020 | 2019 | |||||||||||||||||||
| Carrying amount £m |
Pre-tax discount rate % |
Carrying amount £m |
Pre-tax discount % |
|||||||||||||||||
| Cash-generating unit |
||||||||||||||||||||
| Reynolds American |
32,719 | 7.6 | 33,761 | 7.3 | ||||||||||||||||
| Canada |
2,304 | 19.1 | 2,335 | 19.1 | ||||||||||||||||
| Europe |
5,639 | 6.2 | 4,809 | 6.2 | ||||||||||||||||
| South Africa |
552 | 11.5 | 598 | 9.3 | ||||||||||||||||
| Australia |
756 | 7.9 | 711 | 6.7 | ||||||||||||||||
| Singapore |
356 | 9.6 | 599 | 6.4 | ||||||||||||||||
| Malaysia |
232 | 10.3 | 435 | 7.5 | ||||||||||||||||
| Other |
761 | 7.4 | 1,068 | 6.8 | ||||||||||||||||
| Total |
43,319 | 44,316 | ||||||||||||||||||
Included within ‘Other’ above is goodwill arising on various acquisitions that have been allocated to multiple cash-generating units which are insignificant. The pre-tax discount rate represents the weighted average pre-tax discount rate.
The recoverable amounts of all cash-generating units have been determined on a value-in-use basis. The key assumptions for the recoverable amounts of all units are the budgeted volumes, revenues, operating margins and
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.
Pre-tax discount rates, as shown above, were used in the impairment testing, based on the Group’s weighted average cost of capital, taking into account the cost of capital and borrowings, to which specific market-related premium adjustments are made. These adjustments are derived from external sources and are based on the spread between bonds (or credit default swaps, or similar indicators) issued by the US or comparable governments and by the relevant local government, adjusted for the Group’s own credit market risk. For ease of use and consistency in application, these results are periodically calibrated into bands based on internationally recognised credit ratings. The long-term growth rates and discount rates have been applied to the budgeted cash flows of each cash-generating unit. These cash flows have been determined by local management based on experience, specific market and brand trends as well as pricing and cost expectations. These have been endorsed by Group management as part of the consolidated Group’s budget.
42
(iv) Impairment testing – Goodwill (excluding Reynolds American and Canada)
The value-in-use calculations use cash flows based on detailed financial budgets prepared by management covering a one-year period extrapolated over a 10-year horizon with growth of 3% (2019: 4%) in years 2 to 10, including 1% inflation (2019: 2% inflation), after which a total growth rate of 1% (2019: 2%) has been assumed as the long-term volume decline is more than offset by pricing to drive revenue growth. A 10-year horizon is considered appropriate based on the Group’s history of profit and cash growth, its well-balanced portfolio of brands and the industry in which it operates. For recent acquisitions and start-up ventures the detailed financial budget is expanded to reflect the medium-term plan of the country or market management spanning five years or beyond.
As a result of difficult trading conditions, the above assumptions were amended to reflect the short to medium-term plans of the country or area management spanning up to a period of five years for the South Africa, GTR, Peru and Malaysia cash-generating units.
In South Africa, where there was a five-month sales ban, the forecast cash flows were reduced to reflect the recovery after the ban was lifted and the growth rate was reduced from 1% to -1%. Following the application of a reasonable range of sensitivities, there was no indication of impairment. For the South Africa cash-generating unit headroom to reduce to £nil, the forecast cash flows would need to reduce by a further 20% in each forecast year or the pre-tax discount rate would need to increase by 4%. Management believe that the post-ban recovery will continue in South Africa and therefore both scenarios are not considered by management, at this stage, to be reasonably possible.
For GTR, due to difficult trading conditions as a consequence of the COVID-19 pandemic, the growth rate was reduced from 1% to 0%. Following the application of a reasonable range of sensitivities, there was no indication of impairment. For the GTR cash-generating unit headroom to reduce to £nil, the forecast cash flows would need to reduce by a further 44% in each forecast year or the pre-tax discount rate would need to increase by 5.1%. Management believes that the duty free business will recover and therefore both scenarios are not considered, at this stage, to be reasonably possible.
In Peru, due to difficult trading conditions as a consequence of the COVID-19 pandemic, the growth rate was reduced from 1% to 0%. As a result, the Peru cash-generating unit is sensitive to reasonable possible changes in assumptions as outlined in the table below.
As a result of the merger with Rothmans in 1999, the Group recognised goodwill attributable to the business in Malaysia, measured at MYR2,357 million (approximately £429 million) under IFRS. Difficult trading conditions, including high incidence of illicit trade and downtrading, are now expected to negatively impact forecast operating cash flows and have resulted in the Group recognising an impairment charge of £197 million in 2020. This partial impairment reduces the carrying value of goodwill to £232 million.
In addition, during the year, the Group has impaired in full the goodwill arising from the acquisitions of Twisp in South Africa and Blue Nile in Sudan due to difficult trading conditions in these markets. This has resulted in the recognition of impairment charges of £11 million and £1 million, respectively.
The table below shows the headroom and the impairment charge that would be recognised if the assumptions used in the value-in-use calculation were changed:
| Carrying amount £m |
Headroom £m |
Increase £m |
Decrease £m |
1% £m |
||||||||||||||||
| Impairment charge | ||||||||||||||||||||
| Cash-generating unit |
||||||||||||||||||||
| Malaysia (1) |
278 | - | (28 | ) | (28 | ) | (20 | ) | ||||||||||||
| Peru (2) |
185 | 12 | (15 | ) | (28 | ) | (15 | ) | ||||||||||||
(1) Malaysia: reasonably possible changes in key assumptions that would result in additional impairment would be a 1.4% increase in the pre-tax discount rate, a 10% decrease each year in forecast cash flows or a 1% increase in terminal decline.
(2) Peru: reasonably possible changes in key assumptions that would result in impairment would be a 1.4% increase in the pre-tax discount rate, a 20% decrease in forecast cash flows reflecting a permanent loss in volumes arising from the COVID-19 pandemic or a 1% increase in terminal decline.
With the exception of the Malaysia and Peru cash-generating units, following the application of a reasonable range of sensitivities to all the cash-generating units, and after reflecting the impairments above, there was no indication of any further impairment.
In 2009, the Group acquired Bentoel and the goodwill arising from this acquisition was assigned to the Indonesia cash-generating unit. During 2019, the Indonesian government announced a significant increase in excise effective 1 January 2020.
43
The recoverable amount of the Indonesia cash-generating unit had been determined on a value-in-use basis using a 10-year forecast with cash flows after year 10 extrapolated as described above. The 10-year forecast had been prepared to take into account the expected decline in revenue and the impact this would have on net revenue, operating profit and cash flows. The extent of the significant increase in excise was such that the forecast cash flows did not support the carrying value of goodwill and therefore the goodwill of £172 million was fully impaired in 2019. The other assets held by the Indonesian cash-generating unit were assessed for impairment and based on the recoverable amounts, no impairment charges were recognised at that time. However, as explained in note 3(e), in 2020, a £69 million impairment has been recognised in respect of machinery held by the Indonesian business.
As explained in note 8(c) above, in addition to the impairment of trademarks and similar intangibles, in 2019 the goodwill associated with the acquisitions of VapeWild and Quantus/Highendsmoke (note 23) was fully impaired amounting to £12 million and £10 million, respectively.
(v) Impairment testing – Reynolds American
Goodwill relating to Reynolds American and the Newport trademark
On 15 November 2018, the US Food and Drug Administration (FDA) announced an intention to ban flavoured vaping products and menthol cigarettes. Management recognise that the FDA announcement in 2018 does not itself constitute a ban on menthol in cigarettes, and any proposed regulation of menthol in cigarettes would need to be introduced through the established US comprehensive rule-making process, the timetable and outcome for which was, and remains, uncertain. In addition, it is unclear how any such potential US regulation might affect the manufacture and marketing of Group combustible brands containing menthol.
During 2020, the FDA issued the Unified Agenda that did not progress the potential regulations with regards to menthol in tobacco products or restrictions on nicotine in tobacco products. The Group continues to monitor the regulatory developments but does not believe there is any significant impact of such restrictions on the Group’s operations at this time. 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 brand or the Reynolds American goodwill, as management concluded that there would not be a significant impact to the value-in-use. The base case scenario used in the impairment model therefore does not include any potential impact of changes in regulation in relation to menthol flavourings in combustibles.
The carrying amounts for Reynolds American goodwill and Newport were £32,719 million and £29,248 million, respectively (2019: £33,761 million and £30,179 million). The value-in-use calculations for brands, as described in note 8(e)(ii) above, have been incorporated in the base case scenario used in the Reynolds American goodwill model. The value-in-use calculations have been prepared based on a five-year cash flow forecast which assumes long-term volume decline of cigarettes. This decline is more than offset by pricing. After this forecast, a growth rate of 1% has been assumed for Reynolds American goodwill and 1% for Newport and a pre-tax discount rate of 7.6% (2019: 7.3%) and 8.3% (2019: 8.6%), respectively.
The excess of value-in-use earnings over the carrying values (headroom) of the Reynolds American goodwill and the Newport brand would be reduced to nil if the following individual changes, none of which are considered reasonably possible by management, were made to the key assumptions used in the impairment model.
| Reynolds American goodwill |
Newport | |||||||
| % | % | |||||||
| Assumptions |
||||||||
| Decrease in revenue by |
5.6 | 16.2 | ||||||
| Increase in pre-tax discount rate by |
1.1 | 2.4 | ||||||
For Reynolds American goodwill, the change in revenue assumption is based on combustibles revenue in the five-year forecast reducing by 5.6% in each year and assumes that other assumptions are not changed. Due to the increased risk of uncertainty around the long-term implications of the COVID-19 pandemic several cash flow forecasts were prepared. The Group, for the purposes of preparing the impairment analysis, used conservative pricing assumptions and reduced the terminal value growth rate from 2% in 2019 to 1%. Such assumptions have been used for the purposes of impairment analysis only and do not reflect management’s assessment of the potential performance of the Reynolds American cash-generating unit, which is expected to substantially exceed such assumptions. However, by using these conservative assumptions (including the reduction in terminal value growth compared to 2019), revenue would have to underperform the Group’s impairment model by 5.6% per annum (2019: 13.4%). This is not deemed by management, due to the pricing potential, to be a reasonably possible scenario.
For Newport, the change in revenue assumption is based on the Newport revenue in the five-year forecast reducing by 16.2% in each year and assumes that other assumptions are not changed.
44
(vi) Impairment testing – Canada
Goodwill relating to Imperial Tobacco Canada Ltd (ITCAN)
In March 2019, ITCAN obtained an Initial Order from the Ontario Superior Court of Justice granting it protection under the Companies’ Creditors Arrangement Act (CCAA). If the CCAA bankruptcy protection were to end, significant liabilities might crystallise. As a consequence, to reflect the risk to future operating cash flows, the value-in-use calculations have been prepared based on a five-year cash flow forecast, after which a growth rate of -2.3% and a pre-tax discount rate of 19.1% (2019: 19.1%) have been assumed. Further information on the Quebec Class Actions and CCAA can be found in note 27.
In addition to the increase in discount rate, a reasonable range of sensitivities was applied to the value-in-use calculation and there was no indication of impairment.
The excess of value-in-use earnings over the carrying values (headroom) of the ITCAN goodwill would be reduced to nil if the following individual changes, none of which are considered reasonably possible by management, were made to the key assumptions used in the impairment model. The change in revenue assumption is based on combustibles revenue in the five-year forecast reducing by 20.5% in each year and assumes that other assumptions are not changed.
| Canada goodwill |
||||
| % | ||||
| Assumptions |
||||
| Decrease in revenue by |
20.5 | |||
| Increase in pre-tax discount rate by |
10.1 | |||
The £2,304 million of goodwill relating to ITCAN on the Group’s balance sheet at 31 December 2020 will continue to be reviewed on a regular basis. Any future impairment charge would result in a non-cash charge to the income statement that will be treated as an adjusting item.
45
9 Property, plant and equipment
(a) Overview of property, plant and equipment, including right-of-use assets
| 2020 | ||||||||||||||||||||||||
| Freehold property £m |
Leasehold property £m |
Plant, equipment £m |
Plant, equipment £m |
Assets in course of construction £m |
Total £m | |||||||||||||||||||
| 1 January |
||||||||||||||||||||||||
| Cost |
1,503 | 785 | 5,795 | 215 | 921 | 9,219 | ||||||||||||||||||
| Accumulated depreciation and impairment | (427 | ) | (229 | ) | (2,974 | ) | (71 | ) | - | (3,701 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| Net book value at 1 January |
1,076 | 556 | 2,821 | 144 | 921 | 5,518 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| Differences on exchange |
(38 | ) | (25 | ) | (150 | ) | (4 | ) | (55 | ) | (272 | ) | ||||||||||||
| Additions |
||||||||||||||||||||||||
| – right-of-use assets |
- | 67 | - | 36 | 103 | |||||||||||||||||||
| – separately acquired |
2 | - | 40 | - | 459 | 501 | ||||||||||||||||||
| – acquisition of subsidiaries (note 23) |
- | 1 | - | - | - | 1 | ||||||||||||||||||
| Reallocations |
84 | 14 | 427 | - | (525 | ) | - | |||||||||||||||||
| Depreciation |
(38 | ) | (118 | ) | (313 | ) | (62 | ) | - | (531 | ) | |||||||||||||
| Impairment |
(5 | ) | (1 | ) | (184 | ) | - | (36 | ) | (226 | ) | |||||||||||||
| Right-of-use assets – reassessments, modifications and terminations | - | (11 | ) | - | (7 | ) | - | (18 | ) | |||||||||||||||
| Disposals |
(7 | ) | - | (9 | ) | - | - | (16 | ) | |||||||||||||||
| Net reclassifications as held-for-sale | - | - | - | - | - | - | ||||||||||||||||||
| 31 December |
||||||||||||||||||||||||
| Cost |
1,518 | 798 | 5,807 | 217 | 764 | 9,104 | ||||||||||||||||||
| Accumulated depreciation and impairment | (444 | ) | (315 | ) | (3,175 | ) | (110 | ) | - | (4,044 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| Net book value at 31 December |
1,074 | 483 | 2,632 | 107 | 764 | 5,060 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
46
| 2019 | ||||||||||||||||||||||||
| Freehold property £m |
Leasehold property £m |
Plant, equipment £m |
Plant, equipment £m |
Assets in course of construction £m |
Total £m | |||||||||||||||||||
| 31 December |
||||||||||||||||||||||||
| Cost |
1,515 | 268 | 5,730 | 33 | 1,108 | 8,654 | ||||||||||||||||||
| Accumulated depreciation and impairment | (411 | ) | (129 | ) | (2,931 | ) | (17 | ) | (3,488 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| Net book value at 31 December |
1,104 | 139 | 2,799 | 16 | 1,108 | 5,166 | ||||||||||||||||||
| Accounting policy change (IFRS 16) (note 30) | 470 | 140 | 610 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| Net book value at 1 January |
1,104 | 609 | 2,799 | 156 | 1,108 | 5,776 | ||||||||||||||||||
| Differences on exchange |
(56 | ) | (30 | ) | (136 | ) | (9 | ) | (51 | ) | (282 | ) | ||||||||||||
| Additions |
||||||||||||||||||||||||
| – right-of-use assets |
- | 85 | - | 77 | 162 | |||||||||||||||||||
| – separately acquired |
3 | 1 | 46 | - | 566 | 616 | ||||||||||||||||||
| – acquisition of subsidiaries (note 23) |
- | 4 | 2 | - | - | 6 | ||||||||||||||||||
| Reallocations |
73 | 12 | 610 | - | (695 | ) | - | |||||||||||||||||
| Depreciation |
(37 | ) | (114 | ) | (308 | ) | (62 | ) | (521 | ) | ||||||||||||||
| Impairment |
(6 | ) | (2 | ) | (159 | ) | - | (7 | ) | (174 | ) | |||||||||||||
| Right-of-use assets – reassessments, modifications and terminations | - | (9 | ) | - | (18 | ) | (27 | ) | ||||||||||||||||
| Disposals |
(5 | ) | - | (27 | ) | - | (32 | ) | ||||||||||||||||
| Net reclassifications as held-for-sale | - | - | (6 | ) | - | (6 | ) | |||||||||||||||||
| 31 December |
||||||||||||||||||||||||
| Cost |
1,503 | 785 | 5,795 | 215 | 921 | 9,219 | ||||||||||||||||||
| Accumulated depreciation and impairment | (427 | ) | (229 | ) | (2,974 | ) | (71 | ) | - | (3,701 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| Net book value at 31 December | 1,076 | 556 | 2,821 | 144 | 921 | 5,518 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Refer to notes 3(b) and 3(e) for more information on property, plant and equipment impairments.
As of 31 December 2020, the Group owns freehold property amounting to £1,074 million (2019: £1,076 million), representing factories, warehouses and office buildings together with adjoining land, mainly in the US, UK, Bangladesh, Indonesia and South Korea.
47
Upon adoption of IFRS 16 Leases prospectively from 1 January 2019, the right-of-use assets related to leased properties have been included in the asset class ‘Leasehold Property’ and other right-of-use assets have been reported under ‘Plant, equipment and other leased’. A further breakdown of leasehold property is given in note 9(c).
| 2020 £m |
2019 £m | |||||||
| Cost of freehold land within freehold property on which no depreciation is provided |
251 | 261 | ||||||
|
|
|
|
|
|
| |||
| Contracts placed for future expenditure |
110 | 133 | ||||||
|
|
|
|
|
|
| |||
(b) Right-of-use assets
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 ‘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 Japan, Brazil, Germany, Romania and Poland, amongst other countries. In addition, capitalised expenditure representing leasehold improvements is included in this category.
Assets representing ‘plant, equipment and other’ relate to leases of various assets including tobacco vending machines, industrial equipment and distribution vehicles in Japan, Russia, Romania, Brazil and other countries.
(c) Leasehold property
As of 31 December 2020, the Group holds £132 million (2019: £135 million) of leasehold properties acquired and another £351 million (2019: £421 million) of right-of-use leased properties.
| 2020 £m |
2019 £m | |||||||
| Leasehold land and property comprises |
||||||||
| – net book value of long leasehold |
17 | 83 | ||||||
| – net book value of short leasehold |
466 | 473 | ||||||
|
|
|
|
|
|
| |||
| 483 | 556 | |||||||
|
|
|
|
|
|
| |||
| 2020 | ||||||||||||||||||||
| Leasehold property net book value movements for the year ended 31 December 2020 |
Net book £m |
Differences £m |
Depreciation £m |
Other
net (*) £m |
Net book £m | |||||||||||||||
| – Property acquired (IAS16) |
135 | (6 | ) | (11 | ) | 14 | 132 | |||||||||||||
| – Right-of-use properties (IFRS16) |
421 | (19 | ) | (108 | ) | 57 | 351 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| 556 | (25 | ) | (119 | ) | 71 | 483 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
48
| 2019 | ||||||||||||||||||||||||
| Leasehold property net book value movements for the year ended 31 December 2019 |
Net book £m |
Accounting £m |
Differences £m |
Depreciation £m |
Other net (*) £m |
Net book £m | ||||||||||||||||||
| – Property acquired (IAS16) |
139 | - | (7 | ) | (10 | ) | 13 | 135 | ||||||||||||||||
| – Right-of-use properties (IFRS16) |
- | 470 | (23 | ) | (106 | ) | 80 | 421 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| 139 | 470 | (30 | ) | (116 | ) | 93 | 556 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| (*) | Property acquired (IAS 16) other net movements represent additions (directly acquired and/or transferred from assets in the course of construction) net of disposals, whereas the right-of-use properties (IFRS 16) other net movements relates to new leases net of reassessments, modifications and terminations as reported in the Property, plant and equipment movement table in note 9(a). Other net movements also includes £1 million (2019: £4 million) in relation to acquired companies. |
49
10 Investments in associates and joint ventures
| 2020 £m |
2019 £m | |||||||
| 1 January |
1,860 | 1,737 | ||||||
| Total comprehensive income (note 5) |
323 | 390 | ||||||
| Dividends |
(394 | ) | (239 | ) | ||||
| Additions (note 23) |
5 | 8 | ||||||
| Other equity movements |
2 | (36 | ) | |||||
|
|
|
|
|
|
| |||
| 31 December |
1,796 | 1,860 | ||||||
|
|
|
|
|
|
| |||
| Non-current assets |
1,021 | 1,237 | ||||||
| Current assets |
1,155 | 1,085 | ||||||
| Non-current liabilities |
(61 | ) | (74 | ) | ||||
| Current liabilities |
(319 | ) | (388 | ) | ||||
|
|
|
|
|
|
| |||
| 1,796 | 1,860 | |||||||
|
|
|
|
|
|
| |||
| ITC Ltd. (Group’s share of the market value is £7,574 million (2019: £9,099 million)) |
1,724 | 1,794 | ||||||
| Other listed associates (Group’s share of the market value is £184 million (2019: £221 million)) |
26 | 22 | ||||||
| Unlisted associates |
46 | 44 | ||||||
|
|
|
|
|
|
| |||
| 1,796 | 1,860 | |||||||
|
|
|
|
|
|
| |||
The Group’s investment in Tisak d.d. (Tisak) was acquired as part of the TDR transaction (note 23). 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 is expected to be liquidated in 2021.
The principal associate undertaking of the Group is ITC Ltd. (ITC). Included within the dividends amount of £394 million (2019: £239 million) are £386 million (2019: £231 million) attributable to dividends declared by ITC.
50
ITC Ltd.
ITC is an Indian conglomerate based in Kolkata and maintains a presence in cigarettes, hotels, paper and packaging, agri-business and other fast-moving goods (e.g. confectionery, branded apparel, personal care, stationery and safety matches). BAT’s interest in ITC is 29.42%.
ITC prepares accounts on a quarterly basis with a 31 March year-end. As permitted by IAS 28, results up to 30 September 2020 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 2020.
| 2020 £m |
2019 £m | |||||||
| Non-current assets |
3,399 | 4,124 | ||||||
| Current assets |
3,513 | 3,234 | ||||||
| Non-current liabilities |
(194 | ) | (237 | ) | ||||
| Current liabilities |
(858 | ) | (1,031 | ) | ||||
|
|
|
|
|
|
| |||
| 5,860 | 6,090 | |||||||
|
|
|
|
|
|
| |||
| Group’s share of ITC Ltd. (2020: 29.42%; 2019: 29.46%) |
1,724 | 1,794 | ||||||
|
|
|
|
|
|
| |||
51
11 Retirement benefit schemes
The Group’s subsidiary undertakings operate defined benefit and defined contribution schemes including post-retirement healthcare schemes. 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 principal schemes are in the US, UK, Germany, Canada, Netherlands and Switzerland. Together, schemes in these territories account for around 95% of the total underlying obligations of the Group’s defined benefit pension arrangements. These 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 benefits schemes, of which the most significant are in the US and Canada. The liabilities in respect of healthcare benefits are also assessed by qualified independent actuaries, applying the projected unit credit method.
All of these 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. For example, in the US, the main funded pension plans are the Reynolds American Retirement Plan (‘PEP’) and the Retirement Income Plan for Certain RAI Affiliates (‘Affiliates’), and the only funded healthcare scheme is the Brown & Williamson Tobacco Corporation Welfare & Fringe Benefit Plan, all of which are established with corporate trustees that are required to run the plans in accordance with the plan’s rules and to comply with all relevant legislation, including the Employee Retirement Income Security Act of 1974. Similarly, in the UK, the main pension arrangement is the British American Tobacco UK Pension Fund (UK Fund), which is established under trust law and has a corporate trustee that is required to run the scheme in accordance with the Fund’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, the UK Fund was closed to further accrual of benefits with all active members becoming deferred members of the fund. No incentives or compensation was provided to affected employees. 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.
Responsibility for the governance of the schemes across the Group, including investment decisions and contribution schedules, generally lies with the trustees. The trustees for each arrangement will usually consist of representatives appointed by both the sponsoring company and the beneficiaries. In the US, 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.
The majority of 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 retirement benefit schemes in 2021 in total are expected to be £81 million compared to £103 million in 2020.
Contributions to the various funded plans in the US 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 US 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 becoming fully funded long-term. During 2020, the Group did not contribute to its funded pension and post-retirement plans in the US and does not expect to do so in 2021. By the end of 2020, the PEP and Affiliates plans referred to above were each reporting a surplus under IAS 19 (£113 million and £119 million, respectively). Under the rules of these plans, any surplus would be returnable to the Group in the event of a termination or could otherwise be repurposed for other existing or replacement benefit plans and accordingly no surplus restrictions have been recognised.
With effect from July 2018, contributions to the UK Fund, as agreed with the Trustee to meet the cost of future benefit accrual, were £18 million per annum. Additional annual contributions to cover funding shortfalls were payable as required until the Fund was valued to 110% on a Technical Provisions basis. These were £12 million in 2020, and £12 million in each of 2019 and 2018. Total contributions payable to the UK Fund were secured by a charge over the Group’s Head Office (Globe House) up to a maximum of £150 million. Following the completion of the 2020 triennial valuation noted below, the Trustee agreed to release the charge over Globe House. The UK Fund closed to future accrual for current employees with effect from 1 July 2020. Consequently, the Trustee and the Group agreed to reduce the 2020 contribution payment for future service from £18 million to £9 million to reflect this. An interim Schedule of Contributions dated 15 July 2020 was put in place in order to give effect to this until the formal valuation of the Fund had been completed.
The formal triennial actuarial valuation of the Fund was carried out with an effective date of 31 March 2020. This showed that the Fund 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 the Fund had a surplus of £7 million at the valuation date. The Trustee and the Group agreed a new Schedule of Contributions with an effective date of 5 October 2020 such that the Group will pay £12 million per annum from July 2021 until July 2023. Under the rules of the scheme, any future surplus would be returnable to the Group by refund at the end of the life of the scheme. The funding commitment is therefore not considered onerous, and in accordance with IFRIC 14 no additional liabilities or surplus restrictions have been recognised in respect of these commitments.
52
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 £33 million in 2021 and the same amount for the four years after that. Contributions to pension schemes in Canada, Netherlands and Switzerland in total are anticipated to be around £20 million in 2021 and then around £10 million per annum for the four years after that.
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 schemes in the US, UK and Canada, 39% of the liabilities reported at year-end are expected to be settled by the Group within 10 years, 28% between 10 and 20 years, 18% between 20 and 30 years, and 15% thereafter.
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 Netherlands manage their bond portfolios to match the weighted average duration of scheme liabilities.
For funded plans in the US, the Group employs 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 US Government and investment grade corporate bonds) and, to a lesser extent, derivatives to match a portion of the interest rate risk associated with the benefit obligations, thereby reducing expected funded status volatility. The second component is the return-seeking portfolio, which is designed to enhance portfolio returns. The return-seeking portfolio is broadly diversified across asset classes.
On 31 May 2019, the Trustee of the UK Fund entered into an agreement with Pension Insurance Corporation plc (PIC) to acquire an insurance policy that operates as a UK Fund investment asset, with the intent of matching a specific part of the UK Fund’s future cash flow arising from the accrued pension liabilities of retired and deferred members. Such an arrangement, commonly referred to as a ‘buy-in’, has reduced the UK Fund’s value at risk in relation to key risks associated with improved longevity, inflation and interest rate movements whilst improving the security to the UK Fund and its members. On an IAS 19 basis, the fair value of the insurance policy matches the present value of the liabilities being insured. On completion of the transaction, a loss of £691 million was recognised through the statement of other comprehensive income on the revaluation of the insurance asset.
For the residual assets in the UK Fund, 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 the UK Fund 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 the UK Fund’s exposure to the key risk above.
Through its defined benefit pension schemes and healthcare benefit schemes, the Group is exposed to a number of risks, including:
Asset volatility:
The plan liabilities are calculated using discount rates set by reference to bond yields. If plan assets underperform this yield, e.g. due to stock market volatility, this will create a deficit. However, most schemes hold a proportion of assets which are expected to outperform bonds in the long term, and the majority of schemes by value are subject to local regulation regarding funding deficits.
Changes in bond yields:
A decrease in corporate bond yields will increase scheme liabilities, although this will be partially offset by an increase in the value of the schemes’ bond holdings 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.
53
The amounts recognised in the balance sheet are determined as follows:
| Pension schemes | Healthcare schemes | Total | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
| 2020 £m |
2019 £m |
2020 £m |
2019 £m |
2020 £m |
2019 £m | |||||||||||||||||||
| Present value of funded scheme liabilities |
(11,970 | ) | (11,454 | ) | (253 | ) | (272 | ) | (12,223 | ) | (11,726 | ) | ||||||||||||
| Fair value of funded scheme assets |
12,403 | 11,682 | 173 | 178 | 12,576 | 11,860 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| 433 | 228 | (80 | ) | (94 | ) | 353 | 134 | |||||||||||||||||
| Unrecognised funded scheme surpluses |
(16 | ) | (28 | ) | - | - | (16 | ) | (28 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| 417 | 200 | (80 | ) | (94 | ) | 337 | 106 | |||||||||||||||||
| Present value of unfunded scheme liabilities |
(602 | ) | (578 | ) | (545 | ) | (557 | ) | (1,147 | ) | (1,135 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| (185 | ) | (378 | ) | (625 | ) | (651 | ) | (810 | ) | (1,029 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| The above net (liability)/asset is recognised in the balance sheet as follows:
|
| |||||||||||||||||||||||
| – retirement benefit scheme liabilities |
(897 | ) | (807 | ) | (627 | ) | (652 | ) | (1,524 | ) | (1,459 | ) | ||||||||||||
| – retirement benefit scheme assets |
712 | 429 | 2 | 1 | 714 | 430 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| (185 | ) | (378 | ) | (625 | ) | (651 | ) | (810 | ) | (1,029 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| The net liabilities of funded pension schemes by territory are as follows:
|
| |||||||||||||||||||||||
| Liabilities | Assets | Total | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
| 2020 £m |
2019 £m |
2020 £m |
2019 £m |
2020 £m |
2019 £m | |||||||||||||||||||
| – US |
(5,012 | ) | (4,945 | ) | 5,144 | 4,818 | 132 | (127 | ) | |||||||||||||||
| – UK |
(3,485 | ) | (3,214 | ) | 3,866 | 3,533 | 381 | 319 | ||||||||||||||||
| – Germany |
(1,035 | ) | (958 | ) | 918 | 928 | (117 | ) | (30 | ) | ||||||||||||||
| – Canada |
(756 | ) | (738 | ) | 758 | 747 | 2 | 9 | ||||||||||||||||
| – Netherlands |
(873 | ) | (778 | ) | 893 | 814 | 20 | 36 | ||||||||||||||||
| – Switzerland |
(348 | ) | (333 | ) | 312 | 294 | (36 | ) | (39 | ) | ||||||||||||||
| – Rest of Group |
(461 | ) | (488 | ) | 512 | 548 | 51 | 60 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| Funded schemes |
(11,970 | ) | (11,454 | ) | 12,403 | 11,682 | 433 | 228 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Of the Group’s unfunded pension schemes 54% (2019: 50%) relate to arrangements in the UK and 32% (2019: 32%) relate to arrangements in the US, while 85% (2019: 86%) of the Group’s unfunded healthcare arrangements relate to arrangements in the US.
54
The amounts recognised in the income statement are as follows:
| Pension schemes | Healthcare schemes | Total | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
| 2020 £m |
2019 £m |
2020 £m |
2019 £m |
2020 £m |
2019 £m | |||||||||||||||||||
| Defined benefit schemes |
||||||||||||||||||||||||
| Service cost |
||||||||||||||||||||||||
| – current service cost |
72 | 92 | 2 | 2 | 74 | 94 | ||||||||||||||||||
| – past service (credit)/cost, curtailments and settlements |
(12 | ) | 7 | - | - | (12 | ) | 7 | ||||||||||||||||
| Net interest on the net defined benefit liability |
||||||||||||||||||||||||
| – interest on scheme liabilities |
300 | 391 | 27 | 34 | 327 | 425 | ||||||||||||||||||
| – interest on scheme assets |
(289 | ) | (388 | ) | (7 | ) | (8 | ) | (296 | ) | (396 | ) | ||||||||||||
| – interest on unrecognised funded scheme surpluses |
1 | - | - | 1 | - | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| 72 | 102 | 22 | 28 | 94 | 130 | |||||||||||||||||||
| Defined contribution schemes |
88 | 97 | - | - | 88 | 97 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| Total amount recognised in the income statement (note 3(a)) | 160 | 199 | 22 | 28 | 182 | 227 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
The above charges are recognised within employee benefit costs in note 3(a) and include a charge of £10 million in 2020 (2019: £16 million) in respect of settlements, past service costs and defined contribution costs reported as part of the restructuring costs charged in arriving at profit from operations (note 3(e)). Included in current service cost in 2020 is £16 million (2019: £21 million) of administration costs. Current service cost is stated after netting employee contributions, where applicable.
55
The movements in scheme liabilities are as follows:
| Pension schemes | Healthcare schemes | Total | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
| 2020 £m |
2019 £m |
2020 £m |
2019 £m |
2020 £m |
2019 £m | |||||||||||||||||||
| Present value at 1 January |
12,032 | 11,562 | 829 | 861 | 12,861 | 12,423 | ||||||||||||||||||
| Differences on exchange |
(106 | ) | (343 | ) | (23 | ) | (30 | ) | (129 | ) | (373 | ) | ||||||||||||
| Current service cost |
72 | 94 | 2 | 2 | 74 | 96 | ||||||||||||||||||
| Past service cost/(credit) & settlements |
(58 | ) | 7 | - | - | (58 | ) | 7 | ||||||||||||||||
| Interest on scheme liabilities |
300 | 391 | 27 | 34 | 327 | 425 | ||||||||||||||||||
| Contributions by scheme members |
1 | - | - | - | 1 | - | ||||||||||||||||||
| Benefits paid |
(737 | ) | (743 | ) | (58 | ) | (63 | ) | (795 | ) | (806 | ) | ||||||||||||
| Actuarial (gains)/losses |
||||||||||||||||||||||||
| – arising from changes in demographic assumptions |
26 | (84 | ) | (7 | ) | (10 | ) | 19 | (94 | ) | ||||||||||||||
| – arising from changes in financial assumptions |
1,032 | 1,105 | 59 | 70 | 1,091 | 1,175 | ||||||||||||||||||
| Experience gains |
10 | 43 | (31 | ) | (35 | ) | (21 | ) | 8 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| Present value at 31 December |
12,572 | 12,032 | 798 | 829 | 13,370 | 12,861 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Changes in financial assumptions principally relate to discount rate movements in both years.
Scheme liabilities by scheme membership:
| Pension schemes | Healthcare schemes | Total | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
| 2020 £m |
2019 £m |
2020 £m |
2019 £m |
2020 £m |
2019 £m | |||||||||||||||||||
| Active members |
1,305 | 1,895 | 54 | 59 | 1,359 | 1,954 | ||||||||||||||||||
| Deferred members |
1,897 | 1,308 | 2 | 2 | 1,899 | 1,310 | ||||||||||||||||||
| Retired members |
9,370 | 8,829 | 742 | 768 | 10,112 | 9,597 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| Present value at 31 December |
12,572 | 12,032 | 798 | 829 | 13,370 | 12,861 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Approximately 95% of scheme liabilities in both years relate to guaranteed benefits.
56
The movements in funded scheme assets are as follows:
| Pension schemes | Healthcare schemes | Total | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
| 2020 £m |
2019 £m |
2020 £m |
2019 £m |
2020 £m |
2019 £m | |||||||||||||||||||
| Fair value of scheme assets at 1 January |
11,682 | 11,747 | 178 | 178 | 11,860 | 11,925 | ||||||||||||||||||
| Differences on exchange |
(117 | ) | (326 | ) | (7 | ) | (6 | ) | (124 | ) | (332 | ) | ||||||||||||
| Settlements |
(45 | ) | - | - | - | (45 | ) | - | ||||||||||||||||
| Interest on scheme assets |
289 | 388 | 7 | 8 | 296 | 396 | ||||||||||||||||||
| Company contributions |
103 | 82 | - | - | 103 | 82 | ||||||||||||||||||
| Contributions by scheme members |
3 | 3 | - | - | 3 | 3 | ||||||||||||||||||
| Benefits paid |
(696 | ) | (704 | ) | (15 | ) | (17 | ) | (711 | ) | (721 | ) | ||||||||||||
| Actuarial gains/(losses) |
1,184 | 492 | 10 | 15 | 1,194 | 507 | ||||||||||||||||||
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|
|
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|
|
|
|
|
|
| |||||||
| Fair value of scheme assets at 31 December |
12,403 | 11,682 | 173 | 178 | 12,576 | 11,860 | ||||||||||||||||||
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| |||||||
| Pension schemes | Healthcare schemes | Total | ||||||||||||||||||||||
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|
| ||||||||||||||||
| 2020 £m |
2019 £m |
2020 £m |
2019 £m |
2020 £m |
2019 £m | |||||||||||||||||||
| Equities – listed |
1,259 | 1,221 | 5 | 7 | 1,264 | 1,228 | ||||||||||||||||||
| Equities – unlisted |
992 | 1,025 | 68 | 68 | 1,060 | 1,093 | ||||||||||||||||||
| Bonds – listed |
2,432 | 2,739 | 5 | 7 | 2,437 | 2,746 | ||||||||||||||||||
| Bonds – unlisted |
3,163 | 2,417 | 73 | 74 | 3,236 | 2,491 | ||||||||||||||||||
| Other assets – listed |
202 | 549 | 13 | 13 | 215 | 562 | ||||||||||||||||||
| Other assets – unlisted |
4,355 | 3,731 | 9 | 9 | 4,364 | 3,740 | ||||||||||||||||||
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|
| |||||||
| Fair value of scheme assets at 31 December |
12,403 | 11,682 | 173 | 178 | 12,576 | 11,860 | ||||||||||||||||||
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| |||||||
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.
In the above analysis investments via equity-based investment funds are shown under listed equities, and investments via bond-based investment funds are shown under listed bonds. Other assets include insurance contracts, cash and other deposits, derivatives and other hedges, recoverable taxes, infrastructure investments and investment property.
In the US, pension plan assets are invested using active investment strategies and multiple investment management firms. Managers within each asset class cover a range of investment styles and approaches. Allowable investment types include global equity, fixed income, real assets, private equity and absolute return. The range of allowable investment types utilised for pension assets provides enhanced returns and more widely diversifies the plan.
The UK Fund historically has diversified a portion of the assets held by investing in equities listed on non-UK stock exchanges via investment funds, and by making use of liability driven investment funds and inflation opportunity funds as part of its investment portfolio. As noted above, during 2019 the Trustee acquired an insurance policy that operates as a UK Fund investment asset in a ‘buy-in’ transaction. The residual assets now predominantly consist of liability driven investments and absolute return funds as well as a proportion of illiquid investments, such as private equity and infrastructure investments.
57
The actuarial gains and losses in both years principally relate to movements in the fair values of scheme assets and actual returns are stated net of applicable taxes and fund management fees. The fair values of listed scheme assets were derived from observable data including quoted market prices and other market data, including market values of individual segregated investments and of pooled investment funds where quoted. The fair values of unlisted assets were derived from cash flow projections of estimated future income after taking into account the estimated recoverable value of these assets.
The movements in the unrecognised scheme surpluses, recognised in other comprehensive income, are as follows:
| Pension schemes | Healthcare schemes | Total | ||||||||||||||||||||||||||||||||||
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| ||||||||||||||||||||||||||||
| 2020 £m |
2019 £m |
2018 £m |
2020 £m |
2019 £m |
2018 £m |
2020 £m |
2019 £m |
2018 £m | ||||||||||||||||||||||||||||
| Unrecognised funded scheme surpluses at 1 January |
(28 | ) | (20 | ) | (23 | ) | - | - | - | (28 | ) | (20 | ) | (23 | ) | |||||||||||||||||||||
| Differences on exchange |
3 | (1 | ) | 1 | - | - | - | 3 | (1 | ) | 1 | |||||||||||||||||||||||||
| Interest on unrecognised funded scheme surpluses |
(1 | ) | - | (2 | ) | - | - | - | (1 | ) | - | (2 | ) | |||||||||||||||||||||||
| Movement in year (note 18) |
10 | (7 | ) | 4 | - | - | - | 10 | (7 | ) | 4 | |||||||||||||||||||||||||
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| ||||||||||
| Unrecognised funded scheme surpluses at 31 December | (16 | ) | (28 | ) | (20 | ) | - | - | - | (16 | ) | (28 | ) | (20 | ) | |||||||||||||||||||||
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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.
| 2020 | 2019 | |||||||||||||||||||||||||||||||||||||||||||||||
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| US | UK | Germany | Canada | Netherlands | Switzerland | US | UK | Germany | Canada | Netherlands | Switzerland | |||||||||||||||||||||||||||||||||||||
| Rate of increase in salaries (%) | 3.4 | - | 2.5 | 3.0 | 2.1 | 1.1 | 3.4 | 3.0 | 0.6 | 3.0 | 2.1 | 1.3 | ||||||||||||||||||||||||||||||||||||
| Rate of increase in pensions in payment (%) | 2.5 | 3.0 | 1.5 | Nil | 0.9 | Nil | 2.5 | 3.0 | 0.4 | Nil | 0.9 | Nil | ||||||||||||||||||||||||||||||||||||
| Rate of increase in deferred pensions (%) | - | 2.2 | 1.5 | Nil | 0.9 | - | - | 2.2 | 0.4 | Nil | 0.9 | - | ||||||||||||||||||||||||||||||||||||
| Discount rate (%) | 2.6 | 1.4 | 0.9 | 2.3 | 0.5 | - | 3.3 | 2.0 | 0.3 | 3.0 | 1.1 | 0.1 | ||||||||||||||||||||||||||||||||||||
| General inflation (%) | 2.5 | 3.0 | 1.5 | 2.0 | 2.0 | 0.9 | 2.5 | 3.0 | 0.4 | 2.0 | 2.0 | 1.1 | ||||||||||||||||||||||||||||||||||||
| 2020 | 2019 | |||||||||||||||||||||||||||||||||||||||||||||||
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| US | UK | Germany | Canada | Netherlands | Switzerland | US | UK | Germany | Canada | Netherlands | Switzerland | |||||||||||||||||||||||||||||||||||||
| Weighted average duration of liabilities (years) | 11.6 | 17.0 | 14.0 | 11.0 | 18.0 | 13.4 | 11.4 | 16.1 | 14.0 | 11.0 | 17.8 | 13.9 | ||||||||||||||||||||||||||||||||||||
58
For healthcare inflation in the US, the assumption is 6.0% for 2020 (2019: 6.5%) 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:
| US | PRI-2012 mortality tables without collar or amount, projected with MP-2020 generational projection (2019: RP-2019 and MP-2019) | |
| UK | S2PA (YOB) with the CMI (2019) improvement model with a 1.25% long-term improvement rate (2019: CMI (2018)) | |
| Germany | RT Heubeck 2018 G (both years) | |
| Canada | CPM-2014 Private Table (both years) | |
| Netherlands | AG Prognosetafel 2020 (2019: AG Prognosetafel 2018) | |
| Switzerland | LPP/BVG 2015 base table with CMI projection factors for mortality improvements with a 1.5% long-term improvement rate (both years) | |
Based on the above, the weighted average life expectancy, in years, for mortality tables used to determine benefit obligations is as follows:
| US | UK | Germany | Canada | Netherlands | Switzerland | |||||||||||||||||||||||||||||||||||||||||||
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| Male | Female | Male | Female | Male | Female | Male | Female | Male | Female | Male | Female | |||||||||||||||||||||||||||||||||||||
| 31 December 2020 |
||||||||||||||||||||||||||||||||||||||||||||||||
| Member age 65 (current life expectancy) |
20.4 | 22.4 | 22.8 | 24.1 | 18.3 | 23.8 | 21.6 | 24.0 | 20.6 | 24.0 | 21.9 | 23.9 | ||||||||||||||||||||||||||||||||||||
| Member age 45 (life expectancy at age 65) | 21.9 | 23.8 | 24.5 | 25.9 | 23.1 | 26.0 | 22.6 | 24.9 | 22.7 | 25.7 | 23.8 | 25.8 | ||||||||||||||||||||||||||||||||||||
| 31 December 2019 |
||||||||||||||||||||||||||||||||||||||||||||||||
| Member age 65 (current life expectancy) |
20.6 | 22.6 | 22.4 | 23.9 | 20.2 | 23.7 | 21.6 | 23.9 | 21.0 | 24.3 | 21.8 | 23.8 | ||||||||||||||||||||||||||||||||||||
| Member age 45 (life expectancy at age 65) | 22.2 | 24.1 | 24.0 | 25.2 | 23.0 | 25.9 | 22.6 | 24.9 | 23.4 | 26.3 | 23.7 | 25.7 | ||||||||||||||||||||||||||||||||||||
59
For the remaining territories, typical assumptions are that real salary increases will be from 0% to 9% (2019: 0% to 5.0%) per annum and discount rates will be from 0% to 12.0% (2019: 0% to 11.7%) 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 2020 are set out below. These sensitivities show the hypothetical impact of a change in each of the listed assumptions in isolation, with the exception of the sensitivity to inflation which incorporates the impact of certain correlating assumptions such as salary increases. While each of these sensitivities holds all other assumptions constant, in practice such assumptions rarely change in isolation, while asset values also change, and the impacts may offset to some extent.
| 1 year increase £m |
1 year decrease £m |
0.25 percentage £m |
0.25 percentage £m |
|||||||||||||
| Average life expectancy – increase/(decrease) of scheme liabilities | 343 | (339 | ) | |||||||||||||
| Rate of inflation – increase/(decrease) of scheme liabilities |
209 | (196 | ) | |||||||||||||
| Discount rate – (decrease)/increase of scheme liabilities |
(388 | ) | 411 | |||||||||||||
A one percentage point increase in healthcare inflation would increase healthcare scheme liabilities by £41 million, and a one percentage point decrease would decrease liabilities by £32 million. The income statement effect of this change in assumption is not material.
60
12 Deferred tax
Net deferred tax (liabilities)/assets comprise:
| Stock relief £m |
Excess of capital £m |
Tax losses £m |
Undistributed £m |
Retirement benefits £m |
Trademarks £m |
Other temporary differences £m |
Total £m | |||||||||||||||||||||||||
| 1 January 2020 | (45 | ) | (208 | ) | 79 | (318 | ) | 279 | (17,408 | ) | 995 | (16,626 | ) | |||||||||||||||||||
| Differences on exchange | 4 | 13 | (3 | ) | 8 | - | 528 | (44 | ) | 506 | ||||||||||||||||||||||
| Credited/(charged) to the income statement | 28 | (6 | ) | (21 | ) | (18 | ) | (12 | ) | 75 | 138 | 184 | ||||||||||||||||||||
| Credited relating to changes in tax rates | - | 12 | 3 | 97 | - | 21 | - | 133 | ||||||||||||||||||||||||
| Credited to other comprehensive income | - | - | - | - | (21 | ) | - | 44 | 23 | |||||||||||||||||||||||
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| |||||||||
| 31 December 2020 | (13 | ) | (189 | ) | 58 | (231 | ) | 246 | (16,784 | ) | 1,133 | (15,780 | ) | |||||||||||||||||||
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| |||||||||
| 1 January 2019 | (70 | ) | (210 | ) | 105 | (281 | ) | 222 | (18,246 | ) | 1,048 | (17,432 | ) | |||||||||||||||||||
| Differences on exchange | 4 | 11 | (2 | ) | 15 | (9 | ) | 701 | (40 | ) | 680 | |||||||||||||||||||||
| Subsidiaries acquired (note 23) | - | - | - | - | - | (4 | ) | - | (4 | ) | ||||||||||||||||||||||
| Credited/(charged) to the income statement | 21 | (9 | ) | (24 | ) | (52 | ) | (15 | ) | 92 | (68 | ) | (55 | ) | ||||||||||||||||||
| (Charged)/credited relating to changes in tax rates | - | - | - | - | (1 | ) | 49 | (1 | ) | 47 | ||||||||||||||||||||||
| Credited to other comprehensive income | - | - | - | - | 82 | - | 56 | 138 | ||||||||||||||||||||||||
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| |||||||||
| 31 December 2019 | (45 | ) | (208 | ) | 79 | (318 | ) | 279 | (17,408 | ) | 995 | (16,626 | ) | |||||||||||||||||||
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The net deferred tax liabilities are reflected in the Group balance sheet as follows: deferred tax asset of £534 million and deferred tax liability of £16,314 million (2019: deferred tax asset of £424 million and deferred tax liability of £17,050 million), after offsetting assets and liabilities where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred income taxes relate to the same fiscal authority.
At the balance sheet date, the Group has not recognised a deferred tax asset in respect of unused tax losses of £342 million (2019: £342 million) which have no expiry date and unused tax losses of £458 million (2019: £208 million) which will expire within the next 20 years.
In 2020 and 2019 the Group has not recognised any deferred tax asset in respect of deductible temporary differences which have no expiry date and has not recognised £173 million (2019: £92 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 (2019: £80 million) which have no expiry date. No amount of deferred tax has been recognised in respect of these unused tax credits.
At the balance sheet date, the aggregate amount of undistributed earnings of subsidiaries which would be subject to dividend withholding tax and for which no withholding tax liability has been recognised was £0.6 billion (2019: £0.6 billion).
61
13 Trade and other receivables
| 2020 | 2019 | |||||||
| £m | £m | |||||||
| Trade receivables |
2,763 | 3,369 | ||||||
| Loans and other receivables |
696 | 629 | ||||||
| Prepayments and accrued income |
504 | 343 | ||||||
|
|
|
|
|
|
| |||
| 3,963 | 4,341 | |||||||
|
|
|
|
|
|
| |||
| Current |
3,721 | 4,093 | ||||||
| Non-current |
242 | 248 | ||||||
|
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|
|
|
|
| |||
| 3,963 | 4,341 | |||||||
|
|
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|
| |||
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 2020, the value of trade receivables derecognised through the factoring arrangements where the Group acts as a collection agent was £600 million (2019: £572 million) and where the Group does not act as a collection agent was £25 million (2019: £26 million). Included in trade receivables above is £205 million (2019: £295 million) of trade debtor balances which were available for factoring under these arrangements.
Included in loans and other receivables are £78 million of litigation related deposits (2019: £110 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 payable on recognition of liabilities which have yet to be determined 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.
Prepayments and accrued income include £8 million (2019: £5 million) of accrued income primarily in relation to rebates.
Amounts receivable from related parties including associated undertakings are shown in note 26.
Trade and other receivables have been reported in the balance sheet net of allowances as follows:
| 2020 | 2019 | |||||||
| £m | £m | |||||||
| Trade receivables – gross |
2,804 | 3,396 | ||||||
| Trade receivables – allowance |
(41 | ) | (27 | ) | ||||
| Loans and other receivables – gross |
696 | 639 | ||||||
| Loans and other receivables – allowance |
- | (10 | ) | |||||
| Prepayments and accrued income |
504 | 343 | ||||||
|
|
|
|
|
|
| |||
| Net trade and other receivables per balance sheet |
3,963 | 4,341 | ||||||
|
|
|
|
|
|
| |||
62
The movements in the allowance account are as follows:
| 2020 | 2019 | |||||||||||||||||||||||
| Trade receivables |
Loans and other receivables |
Total | Trade receivables |
Loans and other receivables |
Total | |||||||||||||||||||
| £m | £m | £m | £m | £m | £m | |||||||||||||||||||
| 1 January |
27 | 10 | 37 | 30 | 10 | 40 | ||||||||||||||||||
| Differences on exchange |
(2 | ) | - | (2 | ) | (2 | ) | - | (2 | ) | ||||||||||||||
| Provided in the year |
31 | - | 31 | 24 | - | 24 | ||||||||||||||||||
| Released |
(15 | ) | (10 | ) | (25 | ) | (25 | ) | - | (25 | ) | |||||||||||||
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| |||||||
| 31 December |
41 | - | 41 | 27 | 10 | 37 | ||||||||||||||||||
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| |||||||
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: US dollar: 2.6% (2019: 4.2%), UK sterling: 0.1% (2019: 0.2%), Euro: 0.4% (2019: 1.1%) and other currencies: 1.7% (2019: 11.2%).
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.
63
14 Investments held at fair value
| 2020 £m |
2019 £m |
|||||||
| Investments |
||||||||
| Fair value through P&L |
255 | 127 | ||||||
| Fair value through OCI |
9 | 8 | ||||||
|
|
|
|
|
|||||
| 264 | 135 | |||||||
|
|
|
|
|
|||||
| Current |
242 | 123 | ||||||
| Non-current |
22 | 12 | ||||||
|
|
|
|
|
|||||
| 264 | 135 | |||||||
|
|
|
|
|
|||||
Investments held at fair value through other comprehensive income (OCI) relate to the Group’s corporate venturing partnerships with various start-up businesses which are held for their strategic value.
| 2020 £m |
2019 £m |
|||||||
| Functional currency |
260 | 131 | ||||||
| US dollar |
4 | 4 | ||||||
|
|
|
|
|
|||||
| 264 | 135 | |||||||
|
|
|
|
|
|||||
The classification of these investments under the IFRS 13 fair value hierarchy is given in note 22.
There is no material difference between the investments held at fair value and their gross contractual values.
64
15 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 22.
| 2020 | 2019 | |||||||||||||||||||
|
|
|
|
|
|
| |||||||||||||||
| Assets £m |
Liabilities £m |
Assets £m |
Liabilities £m | |||||||||||||||||
| Fair value hedges |
||||||||||||||||||||
| – interest rate swaps |
20 | - | 177 | 62 | ||||||||||||||||
| – cross-currency swaps |
255 | - | 191 | - | ||||||||||||||||
| Cash flow hedges |
||||||||||||||||||||
| – interest rate swaps |
- | - | - | 187 | ||||||||||||||||
| – cross-currency swaps |
189 | - | 114 | 84 | ||||||||||||||||
| – forward foreign currency contracts |
62 | 100 | 57 | 50 | ||||||||||||||||
| Net investment hedges |
||||||||||||||||||||
| – forward foreign currency contracts |
211 | 43 | 178 | 19 | ||||||||||||||||
| Held-for-trading* |
||||||||||||||||||||
| – interest rate swaps |
45 | 53 | 3 | 6 | ||||||||||||||||
| – forward foreign currency contracts |
15 | 123 | 45 | 60 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
| Total |
797 | 319 | 765 | 468 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
| Current |
430 | 278 | 313 | 181 | ||||||||||||||||
| Non-current |
367 | 41 | 452 | 287 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
| 797 | 319 | 765 | 468 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
| Derivatives |
||||||||||||||||||||
| – in respect of net debt** |
518 | 172 | 527 | 384 | ||||||||||||||||
| – other |
279 | 147 | 238 | 84 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
| 797 | 319 | 765 | 468 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
| * | Derivatives which do not meet the tests for hedge accounting under IFRS 9 or which are not designated as hedging instruments are referred to as ‘held-for-trading’. These derivatives principally consist of interest rate swaps and forward foreign currency contracts which have not been designated as hedges due to their value changes offsetting with other components of net finance costs relating to financial assets and financial liabilities. The Group does not use derivatives for speculative purposes. All derivatives are undertaken for risk management purposes. |
| ** | Derivatives in respect of net debt are in a net asset position of £346 million as at 31 December 2020 (2019: net asset position of £143 million). The Group’s net debt is presented in note 19. |
For cash flow hedges, the timing of expected cash flows is as follows: assets of £251 million (2019: £171 million) of which £98 million (2019: £51 million) is expected within one year and £143 million (2019: £114 million) beyond five years and liabilities of £100 million (2019: £321 million) of which £94 million (2019: £75 million) is expected within one year and £nil (2019: £163 million) beyond five years.
65
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 19. 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 19.
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:
| 2020 | 2019 | |||||||||||||||||||||||||||||||||||
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| Assets | Liabilities | Assets | Liabilities | |||||||||||||||||||||||||||||||||
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| Inflow £m |
Outflow £m |
Inflow £m |
Outflow £m |
Inflow £m |
Outflow £m |
Inflow £m |
Outflow £m | |||||||||||||||||||||||||||||
| Within one year |
||||||||||||||||||||||||||||||||||||
| – forward foreign currency contracts |
7,345 | (6,567 | ) | 10,661 | (10,185 | ) | 10,168 | (9,367 | ) | 8,534 | (8,069 | ) | ||||||||||||||||||||||||
| – cross-currency swaps |
1,756 | (1,655 | ) | - | - | 35 | (38 | ) | 18 | (62 | ) | |||||||||||||||||||||||||
| Between one and two years |
||||||||||||||||||||||||||||||||||||
| – forward foreign currency contracts |
522 | (498 | ) | 285 | (266 | ) | 548 | (524 | ) | 278 | (263 | ) | ||||||||||||||||||||||||
| – cross-currency swaps |
33 | (54 | ) | - | - | 811 | (765 | ) | 969 | (1,012 | ) | |||||||||||||||||||||||||
| Between two and three years |
||||||||||||||||||||||||||||||||||||
| – cross-currency swaps |
1,446 | (1,261 | ) | - | - | 15 | (23 | ) | 17 | (36 | ) | |||||||||||||||||||||||||
| Between three and four years |
||||||||||||||||||||||||||||||||||||
| – cross-currency swaps |
19 | (29 | ) | - | - | 725 | (590 | ) | 683 | (679 | ) | |||||||||||||||||||||||||
| Between four and five years |
||||||||||||||||||||||||||||||||||||
| – cross-currency swaps |
469 | (451 | ) | - | - | 9 | (15 | ) | 10 | (15 | ) | |||||||||||||||||||||||||
| Beyond five years |
||||||||||||||||||||||||||||||||||||
| – cross-currency swaps |
767 | (594 | ) | - | - | 762 | (609 | ) | 460 | (435 | ) | |||||||||||||||||||||||||
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| 12,357 | (11,109 | ) | 10,946 | (10,451 | ) | 13,073 | (11,931 | ) | 10,969 | (10,571 | ) | |||||||||||||||||||||||||
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66
The maturity dates of net-settled derivative financial instruments, which primarily relate to interest rate swaps, are as follows:
| 2020 | 2019 | |||||||||||||||||||
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| Assets Inflow £m |
Liabilities Outflow £m |
Assets Inflow £m |
Liabilities Outflow £m |
|||||||||||||||||
| Within one year |
296 | 263 | 44 | 44 | ||||||||||||||||
| Between one and two years |
26 | 21 | 25 | 39 | ||||||||||||||||
| Between two and three years |
16 | 18 | 25 | 39 | ||||||||||||||||
| Between three and four years |
- | - | 10 | 21 | ||||||||||||||||
| Between four and five years |
- | - | 43 | 63 | ||||||||||||||||
| Beyond five years |
- | - | 182 | 263 | ||||||||||||||||
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| 338 | 302 | 329 | 469 | |||||||||||||||||
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67
The items designated as hedging instruments are as follows:
| 2020 | 2019 | |||||||||||||||||||
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|||||||||||||||||
| Nominal amount | Changes in fair | Nominal amount | Changes in fair | |||||||||||||||||
| of hedging | value used for | of hedging | value used for | |||||||||||||||||
| instrument | calculating | instrument | calculating | |||||||||||||||||
| hedge ineffectiveness |
hedge ineffectiveness |
|||||||||||||||||||
| £m | £m | £m | £m | |||||||||||||||||
| Interest rate risk exposure: |
||||||||||||||||||||
| Fair value hedges |
||||||||||||||||||||
| – interest rate swaps |
757 | (5 | ) | 3,065 | 73 | |||||||||||||||
| – cross-currency swaps |
1,428 | 66 | 1,436 | (72 | ) | |||||||||||||||
| Cash flow hedges |
||||||||||||||||||||
| – interest rate swaps |
- | - | 4,068 | (103 | ) | |||||||||||||||
| – cross-currency swaps |
2,822 | (155 | ) | 2,695 | (61 | ) | ||||||||||||||
| Foreign currency risk exposure: |
||||||||||||||||||||
| Cash flow hedges |
||||||||||||||||||||
| – forward foreign currency contracts |
3,279 | (36 | ) | 3,827 | (3 | ) | ||||||||||||||
| Net investment hedges (derivative related) |
||||||||||||||||||||
| – forward foreign currency contracts |
5,922 | 156 | 5,274 | 161 | ||||||||||||||||
| Net investment hedges (non-derivative related) |
||||||||||||||||||||
| – debt (carrying value) in borrowings designated as net investment hedges of net assets | 392 | 21 | 372 | 22 | ||||||||||||||||
68
16 Inventories
| 2020 £m |
2019 £m |
|||||||||||
| Raw materials and consumables | 2,362 | 2,750 | ||||||||||
| Finished goods and work in progress | 3,549 | 3,258 | ||||||||||
| Goods purchased for resale | 87 | 86 | ||||||||||
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|||||||||
| 5,998 | 6,094 | |||||||||||
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Inventories pledged as security for liabilities amount to £2 million (2019: £7 million). Write-offs taken to other operating expenses in the Group income statement were £309 million (2019: £255 million; 2018: £148 million). In 2020, this included £24 million in relation to the restructuring in Indonesia (refer to note 3(e)) and £47 million as a result of the decision to withdraw glo Sens from Japan. Goods purchased for resale include Group brands produced under third-party contract manufacturing arrangements.
17 Cash and cash equivalents
| 2020 £m |
2019 £m |
|||||||||||
| Cash and bank balances | 2,940 | 2,256 | ||||||||||
| Cash equivalents | 199 | 270 | ||||||||||
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| 3,139 | 2,526 | |||||||||||
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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:
| 2020 £m |
2019 £m |
|||||||||||
| Functional currency | 2,597 | 2,199 | ||||||||||
| US dollar | 197 | 127 | ||||||||||
| Euro | 170 | 64 | ||||||||||
| Other currencies | 175 | 136 | ||||||||||
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| 3,139 | 2,526 | |||||||||||
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69
In the Group cash flow statement, net cash and cash equivalents are shown after deducting bank overdrafts and accrued interest where applicable, as follows:
| 2020 £m |
2019 £m |
|||||||||||
| Cash and cash equivalents as above |
3,139 | 2,526 | ||||||||||
| Less overdrafts and accrued interest |
(251 | ) | (491 | ) | ||||||||
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| Net cash and cash equivalents |
2,888 | 2,035 | ||||||||||
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|||||||||
Cash and cash equivalents include restricted amounts of £878 million (2019: £445 million) due to subsidiaries in CCAA protection (note 28), as well as £455 million (2019: £182 million) principally due to exchange control restrictions, including amounts of £141 million (2019: £nil) where the underlying restrictions are expected to be short-term in nature.
Cash and cash equivalents also include £48 million (2019: £14 million) of cash that is held as a hedging instrument.
70
18 Capital and reserves
(a) Share capital
| Ordinary shares of 25p each Number of shares |
£m | |||||||||||
| Allotted and fully paid |
||||||||||||
| 1 January 2020 |
2,456,520,738 | 614.12 | ||||||||||
| Changes during the year |
||||||||||||
| – share option schemes |
70,859 | 0.02 | ||||||||||
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| 31 December 2020 |
2,456,591,597 | 614.14 | ||||||||||
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| |||||||
| Allotted and fully paid |
||||||||||||
| 1 January 2019 |
2,456,415,884 | 614.09 | ||||||||||
| Changes during the year |
||||||||||||
| – share option schemes |
104,854 | 0.03 | ||||||||||
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| |||||||
| 31 December 2019 |
2,456,520,738 | 614.12 | ||||||||||
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| |||||||
| Allotted and fully paid |
||||||||||||
| 1 January 2018 |
2,456,278,414 | 614.06 | ||||||||||
| Changes during the year |
||||||||||||
| – share option schemes |
137,470 | 0.03 | ||||||||||
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| 31 December 2018 |
2,456,415,884 | 614.09 | ||||||||||
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(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 2020 |
103 | 101 | 26,414 | 26,618 | ||||||||||||
| 31 December 2019 |
94 | 101 | 26,414 | 26,609 | ||||||||||||
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| 31 December 2018 |
91 | 101 | 26,414 | 26,606 | ||||||||||||
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71
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 £2 million (2019: £3 million; 2018: £4 million) in respect of ordinary shares issued under the Company’s share option schemes. A further £7 million (2019: £nil; 2018: £nil) increase in share premium is related to shares repurchased and not cancelled that have been transferred from the Company to other Group undertakings, to be granted to certain employees on vesting of awards, and represents the excess of transfer price of the share over the original weighted average cost of shares.
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. |
72
(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 (iii) £m |
Revaluation reserve (iv) £m |
Other (v) £m |
Total 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 | ||||||||||||||||||||||||
| Differences on exchange | (2,582 | ) | - | - | - | - | (2,582 | ) | - | - | ||||||||||||||||||||||
| Cash flow hedges | ||||||||||||||||||||||||||||||||
| – net fair value losses | - | (256 | ) | - | - | - | (256 | ) | - | - | ||||||||||||||||||||||
| – reclassified and reported in profit for the year | - | 90 | - | - | - | 90 | - | - | ||||||||||||||||||||||||
| Net investment hedges | ||||||||||||||||||||||||||||||||
| – net fair value losses | (16 | ) | - | - | - | - | (16 | ) | - | - | ||||||||||||||||||||||
| – differences on exchange on borrowings | (163 | ) | - | - | - | - | (163 | ) | - | - | ||||||||||||||||||||||
| Associates - share of OCI, net of tax (note 5) | (95 | ) | (3 | ) | - | - | - | (98 | ) | - | - | |||||||||||||||||||||
| Tax on items recognised directly in other comprehensive income that may be reclassified subsequently to profit or loss (note 6(f)) | - | 44 | - | - | - | 44 | - | - | ||||||||||||||||||||||||
| Retirement benefit schemes | ||||||||||||||||||||||||||||||||
| – net actuarial gains (note 11) | - | - | - | - | - | - | - | 105 | ||||||||||||||||||||||||
| – surplus recognition (note 11) | - | - | - | - | - | - | - | 10 | ||||||||||||||||||||||||
| Associates - share of OCI, net of tax (note 5) | - | - | (31 | ) | - | - | (31 | ) | - | (3 | ) | |||||||||||||||||||||
| Tax on items recognised directly in other comprehensive income that will not be reclassified subsequently to profit or loss (note 6(f)) | - | - | - | - | - | - | - | (26 | ) | |||||||||||||||||||||||
| 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 | ) | |||||||||||||||||||||||
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| 31 December 2020 | (6,830 | ) | (504 | ) | (18 | ) | 179 | 573 | (6,600 | ) | (5,150 | ) | 47,191 | |||||||||||||||||||
73
| Retained earnings | ||||||||||||||||||||||||||||||||
| Translation reserve (i) £m |
Hedging reserve (ii) £m |
Fair reserve (iii) £m |
Revaluation reserve (iv) £m |
Other (v) £m |
Total £m |
Treasury shares (vi) £m |
Other £m | |||||||||||||||||||||||||
| 1 January 2019 | (914 | ) | (177 | ) | 6 | 179 | 573 | (333 | ) | (5,242 | ) | 43,799 | ||||||||||||||||||||
| Comprehensive income and expense | ||||||||||||||||||||||||||||||||
| Profit for the year | - | - | - | - | - | - | - | 5,704 | ||||||||||||||||||||||||
| Differences on exchange | (2,948 | ) | - | - | - | - | (2,948 | ) | - | - | ||||||||||||||||||||||
| Cash flow hedges | ||||||||||||||||||||||||||||||||
| – net fair value losses | - | (246 | ) | - | - | - | (246 | ) | - | - | ||||||||||||||||||||||
| – reclassified and reported in profit for the year | - | 53 | - | - | - | 53 | - | - | ||||||||||||||||||||||||
| Net investment hedges | ||||||||||||||||||||||||||||||||
| – net fair value gains | 21 | - | - | - | - | 21 | - | - | ||||||||||||||||||||||||
| – differences on exchange on borrowings | (18 | ) | - | - | - | - | (18 | ) | - | - | ||||||||||||||||||||||
| Associates - share of OCI, net of tax (note 5) | (115 | ) | - | - | - | - | (115 | ) | - | - | ||||||||||||||||||||||
| Tax on items recognised directly in other comprehensive income that may be reclassified subsequently to profit or loss (note 6(f)) | - | 56 | - | - | - | 56 | - | - | ||||||||||||||||||||||||
| Retirement benefit schemes | ||||||||||||||||||||||||||||||||
| – net actuarial losses (note 11) | - | - | - | - | - | - | - | (582 | ) | |||||||||||||||||||||||
| – surplus recognition (note 11) | - | - | - | - | - | - | - | (7 | ) | |||||||||||||||||||||||
| Associates - share of OCI, net of tax (note 5) | - | - | 7 | - | - | 7 | - | - | ||||||||||||||||||||||||
| Tax on items recognised directly in other comprehensive income that will not be reclassified subsequently to profit or loss (note 6(f)) | - | - | - | - | - | - | - | 75 | ||||||||||||||||||||||||
| Other changes in equity | ||||||||||||||||||||||||||||||||
| Cash flow hedges reclassified and reported in total assets | - | (32 | ) | - | - | - | (32 | ) | - | - | ||||||||||||||||||||||
| Employee share options | ||||||||||||||||||||||||||||||||
| – value of employee services | - | - | - | - | - | - | - | 115 | ||||||||||||||||||||||||
| Dividends and other appropriations | ||||||||||||||||||||||||||||||||
| – ordinary shares | - | - | - | - | - | - | - | (3,476 | ) | |||||||||||||||||||||||
| Purchase of own shares | ||||||||||||||||||||||||||||||||
| – held in employee share ownership trusts | - | - | - | - | - | - | (117 | ) | - | |||||||||||||||||||||||
| Other movements | - | - | - | - | - | - | 98 | (133 | ) | |||||||||||||||||||||||
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| 31 December 2019 | (3,974 | ) | (346 | ) | 13 | 179 | 573 | (3,555 | ) | (5,261 | ) | 45,495 | ||||||||||||||||||||
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74
| Retained earnings | ||||||||||||||||||||||||||||||||
| Translation reserve (i) £m |
Hedging reserve (ii) £m |
Fair reserve (iii) £m |
Revaluation reserve (iv) £m |
Other (v) £m |
Total £m |
Treasury shares (vi) £m |
Other £m | |||||||||||||||||||||||||
| 31 December 2017 | (4,029 | ) | (132 | ) | 17 | 179 | 573 | (3,392 | ) | (5,195 | ) | 42,130 | ||||||||||||||||||||
| Accounting policy change (IFRS 9) (note 30) | - | - | (9 | ) | - | - | (9 | ) | - | (29 | ) | |||||||||||||||||||||
| 1 January 2018 | (4,029 | ) | (132 | ) | 8 | 179 | 573 | (3,401 | ) | (5,195 | ) | 42,101 | ||||||||||||||||||||
| Comprehensive income and expense | ||||||||||||||||||||||||||||||||
| Profit for the year | - | - | - | - | - | - | - | 6,032 | ||||||||||||||||||||||||
| Differences on exchange | 3,861 | - | - | - | - | 3,861 | - | - | ||||||||||||||||||||||||
| Cash flow hedges | ||||||||||||||||||||||||||||||||
| – net fair value losses | - | (58 | ) | - | - | - | (58 | ) | - | - | ||||||||||||||||||||||
| – reclassified and reported in profit for the year | - | 17 | - | - | - | 17 | - | - | ||||||||||||||||||||||||
| Investments held at fair value | ||||||||||||||||||||||||||||||||
| – reclassified and reported in retained earnings | - | - | (8 | ) | - | - | (8 | ) | - | 8 | ||||||||||||||||||||||
| Net investment hedges | ||||||||||||||||||||||||||||||||
| – net fair value losses | (472 | ) | - | - | - | - | (472 | ) | - | - | ||||||||||||||||||||||
| – differences on exchange on borrowings | (236 | ) | - | - | - | - | (236 | ) | - | - | ||||||||||||||||||||||
| Associates - share of OCI, net of tax (note 5) | (38 | ) | - | - | - | - | (38 | ) | - | - | ||||||||||||||||||||||
| Tax on items recognised directly in other comprehensive income that may be reclassified subsequently to profit or loss (note 6(f)) | - | 18 | - | - | - | 18 | - | - | ||||||||||||||||||||||||
| Retirement benefit schemes | ||||||||||||||||||||||||||||||||
| – net actuarial gains | - | - | - | - | - | - | - | 138 | ||||||||||||||||||||||||
| – surplus recognition | - | - | - | - | - | - | - | 4 | ||||||||||||||||||||||||
| Associates - share of OCI, net of tax (note 5) | - | - | 6 | - | - | 6 | - | - | ||||||||||||||||||||||||
| Tax on items recognised directly in other comprehensive income that will not be reclassified subsequently to profit or loss (note 6(f)) |
- | - | - | - | - | - | - | (33 | ) | |||||||||||||||||||||||
| Other changes in equity | ||||||||||||||||||||||||||||||||
| Cash flow hedges reclassified and reported in total assets | - | (22 | ) | - | - | - | (22 | ) | - | - | ||||||||||||||||||||||
| Employee share options | ||||||||||||||||||||||||||||||||
| – value of employee services | - | - | - | - | - | - | - | 121 | ||||||||||||||||||||||||
| Dividends and other appropriations | ||||||||||||||||||||||||||||||||
| – ordinary shares | - | - | - | - | - | - | - | (4,463 | ) | |||||||||||||||||||||||
| Purchase of own shares | ||||||||||||||||||||||||||||||||
| – held in employee share ownership trusts | - | - | - | - | - | - | (139 | ) | - | |||||||||||||||||||||||
| Non-controlling interests - acquisitions | - | - | - | - | - | - | - | (11 | ) | |||||||||||||||||||||||
| Other movements | - | - | - | - | - | - | 92 | (98 | ) | |||||||||||||||||||||||
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| 31 December 2018 | (914 | ) | (177 | ) | 6 | 179 | 573 | (333 | ) | (5,242 | ) | 43,799 | ||||||||||||||||||||
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75
| i. | Translation reserve: |
The translation reserve is explained in the accounting policy on foreign currencies in note 1.
In 2018, within the translation reserve differences on exchange, a gain of £107 million has been recognised in relation to the application of hyperinflationary accounting in Venezuela as explained in note 3(h).
| 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 gain of £16 million (2019: £12 million gain; 2018: £15 million gain) and a gain of £19 million (2019: £3 million gain; 2018: £23 million gain) were reported within revenue and raw materials and consumables, respectively, together with a loss of £2 million (2019: £11 million gain; 2018: £7 million loss) reported in other operating expenses and a gain of £57 million (2019: £27 million gain; 2018: £14 million loss) reported within net finance costs.
The Group hedges certain foreign currency denominated borrowings with cross-currency interest rate swaps. As permitted by IFRS 9 Financial Instruments, the foreign currency basis spreads have been separated from the hedging instrument and are recognised in reserves as a ‘cost of hedging’ and are reclassified to the income statement in the same period in which profit and loss is affected by the hedged expected cashflows as a component of the associated interest expense. The basis spreads are disclosed within hedging reserves as they are not material. Included within the balance of hedging reserves at 31 December 2020 is an accumulated gain of £9 million (2019: £14 million; 2018: £20 million) in respect of the cost of hedging.
| iii. | Fair value reserve: |
The fair value reserve is explained in the accounting policy on financial instruments in note 1. Fair value gains and losses arising from investments held at fair value through other comprehensive income are recognised in this reserve.
| iv. | Revaluation reserve: |
The revaluation reserve relates to the acquisition of the cigarette and snus business of ST in 2008.
| v. | Other reserves: |
Other reserves comprise:
(a) £483 million which arose in 1998 from merger accounting in a Scheme of Arrangement and Reconstruction whereby British American Tobacco p.l.c. acquired the entire share capital of B.A.T Industries p.l.c. and the share capital of that company’s principal financial services subsidiaries was distributed, so effectively demerging them; and
(b) In the 1999 Rothmans transaction, convertible redeemable preference shares were issued as part of the consideration. The discount on these shares was amortised by crediting other reserves and charging retained earnings. The £90 million balance in other reserves comprises the accumulated balance in respect of the preference shares converted during 2004.
| vi. | Treasury shares: |
Total equity attributable to owners of the parent is stated after deducting the cost of treasury shares which include £4,836 million (2019: £4,845 million; 2018: £4,845 million) for shares repurchased and not cancelled and £314 million (2019: £416 million; 2018: £397 million) in respect of the cost of own shares held in employee share ownership trusts. The reduction in the shares repurchased and not cancelled is primarily due to shares reissued to satisfy the vesting of US share options.
The share buy-back programme was suspended from 30 July 2014. As at 31 December 2020, treasury shares include 6,053,158 (2019: 8,275,677; 2018: 7,536,408) shares held in trust and 162,347,246 (2019: 162,645,590; 2018: 162,645,590) shares repurchased and not cancelled as part of the Company’s share buy-back programme. From March 2020 the Company has utilised shares acquired in the share buy-back programme to satisfy shared-based payment awards made to certain employees.
76
Taxation in equity
The tax attributable to components of other comprehensive income is as follows:
| 2020 £m |
2019 £m |
2018 £m | ||||||||||
| Hedging reserve |
||||||||||||
| Cash flow hedges – net fair value losses |
44 | 56 | 18 | |||||||||
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| 44 | 56 | 18 | ||||||||||
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| Retained earnings |
||||||||||||
| – actuarial (gains)/losses in respect of subsidiaries |
(26 | ) | 75 | (33 | ) | |||||||
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| (26 | ) | 75 | (33 | ) | ||||||||
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| Owners of the parent |
18 | 131 | (15 | ) | ||||||||
| Non-controlling interests |
- | - | - | |||||||||
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| Total tax recognised in other comprehensive income for the year (note 6(f)) |
18 | 131 | (15 | ) | ||||||||
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(d) 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 28.
(e) Dividends and other appropriations
With effect from 1 January 2018, the Company pays interim dividends on a quarterly basis. The interim quarterly dividend payment for the year ended 31 December 2019 of 210.4p per ordinary share (31 December 2018: 203.0p per ordinary share) was payable in four equal instalments: amounts payable in May 2020 of £1,185 million (May 2019: £1,157 million), August 2020 of £1,195 million (August 2019: £1,159 million), November 2020 of £1,206 million (November 2019: £1,160 million) and £1,203 million in February 2021 (February 2020: £1,161 million) respectively. The total dividends recognised as an appropriation from reserves in 2020 was £4,747 million (2019: £3,476 million).
As described in last year’s annual report, the Group revised in 2019 the recognition of the dividend. From 2019, the Group recognises interim dividends as a liability in the Group’s financial statements in the period in which they are paid. Prior to this, interim dividends were recognised when confirmed by the Directors of the Company.
The Board has declared an interim dividend of 215.6p per ordinary share of 25p, for the year ended 31 December 2020, payable in four equal quarterly instalments of 53.9p per ordinary share in May 2021, August 2021, November 2021 and February 2022. These payments will be recognised as appropriations from reserves in 2021 and 2022. The total amount payable is estimated to be £4,946 million based on the number of shares outstanding at the date of these accounts.
77
19 Borrowings
| Currency | Maturity dates | Interest rates | 2020 £m |
2019 £m | ||||||||||||||
| Eurobonds | Euro | 2021 to 2045 | 0.9% to 4.9% | 8,875 | 7,591 | |||||||||||||
| Euro | 2021 | 3m EURIBOR +50bps | 984 | 931 | ||||||||||||||
| UK sterling | 2021 to 2055 | 1.8% to 7.3% | 4,590 | 4,161 | ||||||||||||||
| Swiss franc | 2021 to 2026 | 0.6% to 1.4% | 540 | 510 | ||||||||||||||
| Bonds issued pursuant to Rules under the US Securities Act (as amended) | US dollar | 2022 to 2050 | 1.7% to 8.1% | 25,461 | 23,805 | |||||||||||||
| US dollar | 2022 | USD 3m LIBOR + 88bps | 548 | 1,325 | ||||||||||||||
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| Bonds and notes | 40,998 | 38,323 | ||||||||||||||||
| Commercial paper | - | 1,056 | ||||||||||||||||
| Other loans | 1,929 | 4,624 | ||||||||||||||||
| Bank loans | 317 | 293 | ||||||||||||||||
| Bank overdrafts | 249 | 491 | ||||||||||||||||
| Lease liabilities | 475 | 579 | ||||||||||||||||
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| 43,968 | 45,366 | |||||||||||||||||
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Other loans primarily comprise £1,929 million (2019: £3,859 million) relating to a term loan maturing in January 2022 and £nil (2019: £745 million) relating to bilateral facilities. 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 £499 million at 31 December 2020 (2019: £474 million). Included within borrowings are £5,356 million (2019: £5,136 million) of borrowings subject to fair value hedges where their amortised cost has been increased by £173 million (2019: £210 million) in the table above.
The fair value of borrowings is estimated to be £47,029 million (2019: £45,674 million) of which £44,059 million (2019: £38,631 million) has been calculated using quoted market prices and is within level 1 of the fair value hierarchy and £2,970 million (2019: £7,043 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 2020 are £21 million (2019: £88 million). The majority of lease liabilities are also secured against the associated assets.
78
Borrowings are repayable as follows:
| Per balance sheet | Contractual gross maturities | |||||||||||||||
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|
| |||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| £m | £m | £m | £m | |||||||||||||
| Within one year | 4,041 | 7,562 | 4,901 | 8,926 | ||||||||||||
| Between one and two years | 4,049 | 2,947 | 5,355 | 4,181 | ||||||||||||
| Between two and three years | 2,587 | 6,992 | 3,829 | 8,215 | ||||||||||||
| Between three and four years | 3,854 | 2,505 | 5,095 | 3,529 | ||||||||||||
| Between four and five years | 4,108 | 3,173 | 5,025 | 3,871 | ||||||||||||
| Beyond five years | 25,329 | 22,187 | 35,848 | 32,176 | ||||||||||||
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| |||||
| 43,968 | 45,366 | 60,053 | 60,898 | |||||||||||||
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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 |
US dollar |
UK sterling |
Euro | Other currencies |
Total | |||||||||||||||||||
| £m | £m | £m | £m | £m | £m | |||||||||||||||||||
| 31 December 2020 | ||||||||||||||||||||||||
| Total borrowings | 32,000 | 2,700 | 452 | 8,221 | 595 | 43,968 | ||||||||||||||||||
| Effect of derivative financial instruments | ||||||||||||||||||||||||
| – cross-currency swaps | 3,795 | - | (450 | ) | (3,536 | ) | (265 | ) | (456 | ) | ||||||||||||||
| – forward foreign currency contracts | 593 | (460 | ) | - | (520 | ) | 394 | 7 | ||||||||||||||||
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| |||||||
| 36,388 | 2,240 | 2 | 4,165 | 724 | 43,519 | |||||||||||||||||||
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| 31 December 2019 | ||||||||||||||||||||||||
| Total borrowings | 32,536 | 2,772 | 451 | 8,919 | 688 | 45,366 | ||||||||||||||||||
| Effect of derivative financial instruments | ||||||||||||||||||||||||
| – cross-currency swaps | 3,946 | - | (450 | ) | (3,432 | ) | (249 | ) | (185 | ) | ||||||||||||||
| – forward foreign currency contracts | (610 | ) | (213 | ) | - | 440 | 372 | (11 | ) | |||||||||||||||
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| |||||||
| 35,872 | 2,559 | 1 | 5,927 | 811 | 45,170 | |||||||||||||||||||
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79
The exposure to interest rate changes when borrowings are re-priced is as follows:
| Within 1 year |
Between 1-2 |
Between 2-3 |
Between 3-4 |
Between 4-5 |
Beyond 5 years |
Total | ||||||||||||||||||||||
| £m | £m | £m | £m | £m | £m | £m | ||||||||||||||||||||||
| 31 December 2020 | ||||||||||||||||||||||||||||
| Total borrowings | 6,519 | 1,568 | 2,594 | 3,855 | 4,108 | 25,324 | 43,968 | |||||||||||||||||||||
| Effect of derivative financial instruments | ||||||||||||||||||||||||||||
| – interest rate swaps | 219 | (219 | ) | - | - | - | - | - | ||||||||||||||||||||
| – cross-currency swaps | 454 | - | (744 | ) | - | (23 | ) | (143 | ) | (456 | ) | |||||||||||||||||
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| ||||||||
| 7,192 | 1,349 | 1,850 | 3,855 | 4,085 | 25,181 | 43,512 | ||||||||||||||||||||||
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| ||||||||
| 31 December 2019 | ||||||||||||||||||||||||||||
| Total borrowings | 11,145 | 1,888 | 4,432 | 2,451 | 3,161 | 22,289 | 45,366 | |||||||||||||||||||||
| Effect of derivative financial instruments | ||||||||||||||||||||||||||||
| – interest rate swaps | 1,794 | (508 | ) | (226 | ) | – | – | (1,060 | ) | – | ||||||||||||||||||
| – cross-currency swaps | 1,335 | (758 | ) | – | (649 | ) | – | (115 | ) | (187 | ) | |||||||||||||||||
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| ||||||||
| 14,274 | 622 | 4,206 | 1,802 | 3,161 | 21,114 | 45,179 | ||||||||||||||||||||||
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Lease liabilities are repayable as follows:
| Per balance sheet | Contractual gross maturities | |||||||||||||||
|
|
|
|
|
|
| |||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| £m | £m | £m | £m | |||||||||||||
| Within one year | 137 | 154 | 156 | 178 | ||||||||||||
| Between one and two years | 98 | 120 | 114 | 138 | ||||||||||||
| Between two and three years | 71 | 92 | 80 | 100 | ||||||||||||
| Between three and four years | 47 | 64 | 55 | 72 | ||||||||||||
| Between four and five years | 35 | 43 | 41 | 51 | ||||||||||||
| Beyond five years | 87 | 106 | 104 | 135 | ||||||||||||
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| |||||
| 475 | 579 | 550 | 674 | |||||||||||||
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| |||||
For more information on leasing arrangements refer to note 9(b).
The Group’s undrawn committed borrowing facilities (note 22) amount to £9,366 million (2019: £6,000 million) with £6,366 million maturing within one year (2019: £3,000 million maturing within one year) and with £3,000 million maturing between four and five years (2019: £3,000 million maturing between one and two years).
80
The Group defines net debt as follows:
| 2020 | 2019 | |||||||
| £m | £m | |||||||
| Borrowings (excluding lease liabilities)* | 43,493 | 44,787 | ||||||
| Lease liabilities | 475 | 579 | ||||||
| Derivatives in respect of net debt (note 15) | (346 | ) | (143 | ) | ||||
| Cash and cash equivalents (note 17) | (3,139 | ) | (2,526 | ) | ||||
| Current investments held at fair value (note 14) | (242 | ) | (123 | ) | ||||
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| |||
| 40,241 | 42,574 | |||||||
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| |||
* Borrowings as at 31 December 2020 include £790 million (2019: £848 million) in respect of the purchase price adjustments relating to the acquisition of Reynolds American.
The movements in net debt are presented below along with a reconciliation to the financing activities in the Group Cash Flow Statement:
| 2020 | ||||||||||||||||||||||||
| £m | ||||||||||||||||||||||||
| Opening balance |
Subsidiaries acquired |
Cash flow | Foreign exchange |
Fair value, accrued interest and other |
Closing balance | |||||||||||||||||||
| Borrowings (excluding lease liabilities) | 44,787 | - | (1,049 | ) | (195 | ) | (50 | ) | 43,493 | |||||||||||||||
| Lease liabilities | 579 | 1 | (164 | ) | (24 | ) | 83 | 475 | ||||||||||||||||
| Derivatives in respect of net debt (note 15) | (143 | ) | - | (240 | ) | (134 | ) | 171 | (346 | ) | ||||||||||||||
| Cash and cash equivalents (note 17) | (2,526 | ) | (96 | ) | (768 | ) | 264 | (13 | ) | (3,139 | ) | |||||||||||||
| Current investments held at fair value (note 14) | (123 | ) | - | (119 | ) | 20 | (20 | ) | (242 | ) | ||||||||||||||
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| |||||||
| 42,574 | (95 | ) | (2,340 | ) | (69 | ) | 171 | 40,241 | ||||||||||||||||
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81
| 2019 | ||||||||||||||||||||||||||||
| £m | ||||||||||||||||||||||||||||
| Opening balance |
Accounting policy change (IFRS 16) (note 30) |
Subsidiaries acquired |
Cash flow | Foreign exchange |
Fair value, accrued interest and other |
Closing balance | ||||||||||||||||||||||
| Borrowings (excluding lease liabilities) | 47,495 | - | - | (1,176 | ) | (1,536 | ) | 4 | 44,787 | |||||||||||||||||||
| Lease liabilities | 14 | 607 | 3 | (154 | ) | (30 | ) | 139 | 579 | |||||||||||||||||||
| Derivatives in respect of net debt (note 15) | (378 | ) | - | - | (391 | ) | 598 | 28 | (143 | ) | ||||||||||||||||||
| Cash and cash equivalents (note 17) | (2,602 | ) | - | - | 17 | 57 | 2 | (2,526 | ) | |||||||||||||||||||
| Current investments held at fair value (note 14) | (178 | ) | - | - | 95 | 38 | (78 | ) | (123 | ) | ||||||||||||||||||
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| ||||||||
| 44,351 | 607 | 3 | (1,609 | ) | (873 | ) | 95 | 42,574 | ||||||||||||||||||||
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| ||||||||
‘Fair value, accrued interest and other’ movements in lease liabilities in 2020 mainly comprise additions of £85 million (2019: £135 million) (net of reassessments, modifications and terminations), see note 9(a). The £20 million movement (2019: £78 million increase) in current investments held at fair value represents the fair value gains for these investments.
| 2020 | 2019 | |||||||||||
| £m | £m | |||||||||||
| Cash flows per net debt statement | (2,340 | ) | (1,609 | ) | ||||||||
| Non-financing cash flows included in net debt | 1,129 | (329 | ) | |||||||||
| Interest paid | (1,737 | ) | (1,601 | ) | ||||||||
| Interest element of lease liabilities | (26 | ) | (32 | ) | ||||||||
| Remaining cash flows relating to derivative financial instruments | (43 | ) | (173 | ) | ||||||||
| Purchases of own shares held in employee share ownership trusts | (18 | ) | (117 | ) | ||||||||
| Dividends paid to owners of the parent | (4,745 | ) | (4,598 | ) | ||||||||
| Capital injection from non-controlling interests | 17 | 20 | ||||||||||
| Dividends paid to non-controlling interests | (136 | ) | (157 | ) | ||||||||
| Other | 2 | 3 | ||||||||||
|
|
|
|
|
|
| |||||||
| Net cash used in financing activities per cash flow statement | (7,897 | ) | (8,593 | ) | ||||||||
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| |||||||
82
20 Provisions for liabilities
| Restructuring of existing |
Employee- related benefits |
Fox River |
Other provisions |
Total | ||||||||||||||||
| £m | £m | £m | £m | £m | ||||||||||||||||
| 1 January 2020 | 298 | 28 | 73 | 659 | 1,058 | |||||||||||||||
| Differences on exchange | 5 | (2 | ) | - | (57 | ) | (54 | ) | ||||||||||||
| Subsidiaries acquired | - | - | - | 6 | 6 | |||||||||||||||
| Provided in respect of the year | 60 | 19 | - | 312 | 391 | |||||||||||||||
| – in respect of MSA litigation (Texas, Minnesota, Mississippi) | - | - | - | 212 | 212 | |||||||||||||||
| in respect of other | 60 | 19 | - | 100 | 179 | |||||||||||||||
| Utilised during the year | (122 | ) | (7 | ) | (3 | ) | (284 | ) | (416 | ) | ||||||||||
| – in respect of excise dispute in Russia | – | - | - | (226 | ) | (226 | ) | |||||||||||||
| – in respect of other | (122 | ) | (7 | ) | (3 | ) | (58 | ) | (190 | ) | ||||||||||
| 31 December 2020 | 241 | 38 | 70 | 636 | 985 | |||||||||||||||
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| ||||||
| Analysed on the balance sheet as | ||||||||||||||||||||
| – current | 165 | 23 | 1 | 409 | 598 | |||||||||||||||
| – non-current | 76 | 15 | 69 | 227 | 387 | |||||||||||||||
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| ||||||
| 241 | 38 | 70 | 636 | 985 | ||||||||||||||||
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| ||||||
83
| Restructuring of existing |
Employee- related benefits |
Fox River | Other provisions |
Total | ||||||||||||||||
| £m | £m | £m | £m | £m | ||||||||||||||||
| 1 January 2019 | 127 | 33 | 108 | 381 | 649 | |||||||||||||||
| Differences on exchange | (11 | ) | (1 | ) | - | (17 | ) | (29 | ) | |||||||||||
| Provided in respect of the year | 235 | 9 | - | 793 | 1,037 | |||||||||||||||
| – in respect of Quebec Class Action | - | - | - | 436 | 436 | |||||||||||||||
| – in respect of excise dispute in Russia | - | - | - | 252 | 252 | |||||||||||||||
| – in respect of other | 235 | 9 | - | 105 | 349 | |||||||||||||||
| Utilised during the year | (53 | ) | (13 | ) | (35 | ) | (498 | ) | (599 | ) | ||||||||||
| – in respect of Quebec Class Action | - | - | - | (436 | ) | (436 | ) | |||||||||||||
| – in respect of other | (53 | ) | (13 | ) | (35 | ) | (62 | ) | (163 | ) | ||||||||||
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| ||||||
| 31 December 2019 | 298 | 28 | 73 | 659 | 1,058 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Analysed on the balance sheet as | ||||||||||||||||||||
| – current | 203 | 14 | 6 | 447 | 670 | |||||||||||||||
| – non-current | 95 | 14 | 67 | 212 | 388 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| 298 | 28 | 73 | 659 | 1,058 | ||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
The restructuring provisions relate to the restructuring and integration costs incurred and are reported as adjusting items. The principal restructuring activities in 2020 and 2019 are as described in note 3(e). While some elements of the non-current provisions of £76 million will unwind over several years, as termination payments are made over extended periods in some countries, it is estimated that approximately 88% 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, and ‘jubilee’ payments due after a certain service period. It is estimated that approximately 61% of the non-current provisions of £15 million will unwind within five years.
84
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 27. This agreement led to payments of £2 million in 2020 (2019: £32 million). In addition, the Group incurred legal costs of £1 million (2019: £3 million), which were also charged against the provision. It is expected that the non-current provision will unwind within five years.
Other provisions comprise balances set up in the ordinary course of general business that cannot be classified within the other categories, such as sales returns and onerous contracts, together with amounts in respect of supplier, excise and other disputes. The nature of the amounts provided in respect of disputes is such that the extent and timing of cash flows are difficult to estimate and the ultimate liability may vary from the amounts provided. Other provisions also include a provision for interest of £129 million in relation to the Franked Investment Income Group Litigation Order (FII GLO), as mentioned in notes 4(b) and 6(b).
In 2020, the Group recognised a provision of US$272 million (£212 million) in relation to the ITG MSA litigation agreements with the states of Texas, Minnesota and Mississippi. Further details are provided in note 27.
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 27.
In 2019, the Group recognised a provision of £252 million in relation to the Russia excise dispute. The provision was utilised in January 2020, when the tax claim was paid.
Amounts provided above are shown net of reversals of unused provisions which include reversals of £72 million (2019: £18 million) for restructuring of existing businesses, £4 million (2019: £3 million) for employee benefits and £125 million (2019: £97 million) for other provisions, of which £4 million (2019: £10 million) was reclassified to trade and other payables.
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21 Trade and other payables
| 2020 | 2019 | |||||||||||
| £m | £m | |||||||||||
| Trade payables |
3,722 | 3,453 | ||||||||||
| Duty, excise and other taxes |
3,410 | 3,852 | ||||||||||
| Accrued charges and deferred income |
2,228 | 2,037 | ||||||||||
| FII GLO deferred income (note 6(b)) |
963 | 963 | ||||||||||
| Social security and other taxation |
53 | 51 | ||||||||||
| Sundry payables |
381 | 405 | ||||||||||
|
|
|
|
|
|
| |||||||
| 10,757 | 10,761 | |||||||||||
|
|
|
|
|
|
| |||||||
| Current |
9,693 | 9,727 | ||||||||||
| Non-current |
1,064 | 1,034 | ||||||||||
|
|
|
|
|
|
| |||||||
| 10,757 | 10,761 | |||||||||||
|
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|
|
| |||||||
As explained in note 13, 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 £128 million (2019: £115 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 2020, the value of amounts payable under the SCF programmes was £48 million (2019: £71 million). The cash outflows in respect of these arrangements have been recognised within operating cash flows.
Accrued charges and deferred income include £nil of deferred income (2019: £4 million) and £55 million (2019: £61 million) in respect of interest payable mainly related to tax matters. FII GLO deferred income of £963 million relates to receipts in 2015, in respect of the Franked Investment Income Government Litigation Order (note 6(b)). Amounts payable to related parties including associated undertakings are shown in note 26.
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 5% in other currencies (2019: less than 6% in other currencies).
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22 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 19) and equity (note 18). 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 2020 is 3.6% (2019: 3.3%).
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 2020, the average centrally managed debt maturity was 9.9 years (2019: 9.1 years) and the highest proportion of centrally managed debt maturing in a single rolling year was 16.4% (2019: 18.6%).
It is Group policy that short-term sources of funds (including drawings under both the Group US$4 billion US commercial paper (US 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 2020, commercial paper of £nil was outstanding (2019: £1,056 million).
The Group utilises cash pooling and zero balancing bank account structures in addition to intercompany loans and borrowings to mobilise cash efficiently within the Group. The key objectives of Treasury in respect of cash and cash equivalents are to protect their principal value, to concentrate cash at the centre, to minimise the required debt issuance and to optimise the yield earned. The amount of debt issued by the Group is determined by forecasting the net debt requirement after the mobilisation of cash.
The Group continues to target a solid investment-grade credit rating. In January 2017, Moody’s and S&P revised the Group’s rating to Baa2 and BBB+ with stable outlook, respectively, following the announcement of the Reynolds American acquisition. The Group’s strategy is to continue deleveraging and is seeking to recover to Baa1/BBB+ in the medium term. The Group is confident of its continued ability to successfully access the debt capital markets for future refinancing requirements.
As part of its short-term cash management, the Group invests in a range of cash and cash equivalents, including money market funds, which are regarded as highly liquid and are not exposed to significant changes in fair value. These are kept under continuous review as described in the credit risk section below. At 31 December 2020, the Group does not have any investments in money market funds (2019: £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 13 and note 21.
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.
In March 2020, the Group refinanced its £6 billion revolving credit facility consisting of a £3 billion 364-day tranche (with two one-year extension options and a one-year term-out option), and a £3 billion five-year tranche (with two one-year extension options). The facility no longer contains a financial covenant. Subsequent to the year-end, in February 2021, the Group extended £2.85 billion of the 364-day tranche from March 2021 to March 2022 and £2.85 billion of the five-year tranche from March 2025 to March 2026 (£3 billion of this tranche remains available until March 2025). As at 31 December 2020, the facility remains undrawn.
In March and April 2020, the Group arranged short-term bilateral facilities with core relationship banks for a total amount of approximately £4.8 billion, strengthening the Group’s liquidity position and further mitigating liquidity risks during the COVID-19 crisis. The bilateral facilities have since been reduced to a total amount of approximately £3.4 billion. At 31 December 2020, these facilities were undrawn.
In April 2020, the Group accessed the US dollar market under its SEC Shelf Programme, raising a total of US$2.4 billion across three tranches. Additionally, the Group accessed the European market under its EMTN Programme, raising a total of €1.7 billion across two tranches.
87
In May and June 2020, the Group repaid US$750 million and US$770.8 million bonds at maturity, respectively. Additionally, in June 2020, the Group raised £500 million in the Sterling market under its EMTN Programme.
In July 2020, the Group repaid a €600 million bond and a £1.9 billion term loan at maturity, and in August 2020, the Group repaid a US$1 billion bond at maturity.
In September 2020, the Group accessed the US dollar market under its SEC Shelf programme, raising a total of US$6.25 billion across five tranches. The Group also made a tender offer to repurchase portions of seven series of bonds prior to their maturities. The tender offer was completed in October 2020, totalling US$3.2 billion under five series of bonds, £70 million and €100 million under two separate series of bonds, all of which would have otherwise matured in 2021 and 2022.
In October 2020, the Group exercised the make whole redemption provision to fully redeem the remaining amounts outstanding following the tender offer on three series of bonds that would have otherwise matured in 2022. In November 2020, the balance outstanding on these bonds was repurchased, totalling US$597.6 million.
Subsequent to the balance sheet date, at the end of February 2021, the Group anticipates repaying a €650 million bond at maturity.
In March and June 2019, the Group repaid €820 million and US$750 million bonds at maturity, respectively.
In July 2019, the Group extended the £3 billion tranche of its £6 billion revolving credit facility for a further 364 days with a one-year term-out option. At 31 December 2019, the facility was undrawn (2018: the facility was undrawn).
In July 2019, the Group also arranged short-term bilateral facilities with some of its core banks for a total amount of £745 million.
Additionally, the Group filed its inaugural SEC shelf programme in July 2019. The SEC shelf programme together with the EMTN programme, will be the basis for future normal issuances in the capital markets.
The Group accessed the US dollar bond market through the SEC shelf programme in September 2019, successfully raising US$3.5 billion across four tranches.
In September 2019, the Group repaid a US$650 million bond at maturity.
As part of the liquidity management strategy, the Group redeemed prior to their maturity a US$2.25 billion bond in September 2019 and a US$1.25 billion bond in November 2019, that would have otherwise matured in 2020.
In December 2019, the Group repaid a £500 million bond at maturity.
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, Canadian dollar, euro, Danish krone, Swiss franc, South African rand, Russian rouble, Brazilian real, Australian dollar, Malaysian ringgit, Singaporean dollar and Indian rupee. These exposures are kept under continuous review. The Group’s policy on borrowings is to broadly match the currency of these borrowings with the currency of cash flows arising from the Group’s underlying operations. Within this overall policy, the Group aims to minimise all balance sheet translation exposure where it is practicable and cost-effective to do so through matching currency assets with currency borrowings. The main objective of these policies is to protect shareholder value by increasing certainty and minimising volatility in earnings per share. At 31 December 2020, the currency profile of the Group’s gross debt, after taking into account derivative contracts, was 63% US dollar (2019: 59%), 13% euro (2019: 13%), 19% sterling (2019: 21%) and 5% other currencies (2019: 7% other currencies).
The Group faces currency exposures arising from the translation of profits earned in foreign currency subsidiaries and associates and joint arrangements; these exposures are not normally hedged. Exposures also arise from:
(i) foreign currency denominated trading transactions undertaken by subsidiaries. These exposures comprise committed and highly probable forecast sales and purchases, which are offset wherever possible. The remaining exposures are hedged within the Treasury policies and procedures with forward foreign exchange contracts and options, which are designated as hedges of the foreign exchange risk of the identified future transactions; and
(ii) forecast dividend flows from subsidiaries to the centre. To ensure cash flow certainty, the Group enters into forward foreign exchange contracts which are designated as net investment hedges of the foreign exchange risk arising from the investments in these subsidiaries.
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 £61 million lower (2019: £16 million lower; 2018: £33 million higher) and items recognised directly in other comprehensive income being £57 million higher (2019: £22 million lower; 2018: £384 million higher). A 10% weakening of functional
88
currencies against non-functional currencies would result in pre-tax profit being £74 million higher (2019: £20 million higher; 2018: £41 million lower) and items recognised directly in other comprehensive income being £70 million lower (2019: £27 million higher; 2018: £469 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.
During 2020, the Group financial covenant being gross interest cover was removed from the centrally managed banking facilities.
In order to manage its interest rate risk, the Group maintains both floating rate and fixed rate debt. The Group sets targets (within overall guidelines) for the desired ratio of floating to fixed rate debt on a net basis (at least 50% fixed on a net basis in the short to medium term) as a result of regular reviews of market conditions and strategy by the Corporate Finance Committee and the board of the main central finance company. At 31 December 2020, the relevant ratios of floating to fixed rate borrowings were 7:93 (2019: 18:82) on a net basis. Underlying borrowings are arranged on both a fixed rate and a floating rate basis and, where appropriate, the Group uses derivatives, primarily interest rate swaps to vary the fixed and floating mix, or forward starting swaps to manage the refinancing risk. The interest rate profile of liquid assets is taken into account in determining the net interest rate exposure.
IFRS 7 requires a sensitivity analysis that shows the impact on the income statement and on items recognised directly in other comprehensive income of hypothetical changes of interest rates in respect of financial assets and liabilities of the Group. All other variables are held constant although, in practice, market rates rarely change in isolation. For the purposes of this sensitivity analysis, financial assets and liabilities with fixed interest rates are not included. The Group considers a 100 basis point change in interest rates a reasonably possible change except where rates are less than 100 basis points. In these instances it is assumed that the interest rates increase by 100 basis points and decrease to zero for the purpose of performing the sensitivity analysis. The impact is calculated with reference to the financial asset or liability held as at the year-end, unless this is unrepresentative of the position during the year.
A 100 basis point increase in interest rates would result in pre-tax profit being £31 million lower (2019: £143 million lower; 2018: £90 million lower). A 100 basis point decrease in interest rates, or less where applicable, would result in pre-tax profit being £29 million higher (2019: £108 million higher; 2018: £74 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, LIBOR and other benchmark rates are expected to be discontinued after 2021. The Group has early adopted the Phase 2 Amendments to IFRS 9 Financial Instruments in respect of disclosures and other accounting matters relating to Interest Rate Benchmark Reform.
As at 31 December 2020, the Group has floating rate borrowings with nominal value of £1,929 million and US$750 million (£549 million) that are due to mature in January 2022 and August 2022 respectively. The Group assessed the impact on these borrowings consequent to Interest Rate Benchmark Reform and concluded that they are not significant.
Additionally, the Group has a total of nine derivatives (five interest rate swaps and four cross-currency interest rate swaps) that may be impacted by Interest rate Benchmark Reform of which two are free standing derivatives maturing in January 2023 and seven derivatives which are in a fair value hedge relationship that are maturing in June 2022 and October 2023. The Group believes that the hedge relationships on these derivatives will continue with the resulting ineffectiveness likely to be immaterial.
The Group’s syndicated revolving credit facility (undrawn at 31 December 2020) has references to USD LIBOR, EURIBOR and GBP LIBOR. This facility includes market standard LIBOR replacement language. Following 1 June 2021, the agreement will adopt SOFR and SONIA as the alternative benchmark rates in respect of USD LIBOR and GBP LIBOR, respectively.
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.
The Group believes that any outstanding contracts on 1 January 2022 with interest rates based on LIBOR benchmarks will adequately provide for alternate calculations of interest in the event that they are unavailable.
Credit risk
The Group has no significant concentrations of customer credit risk. Subsidiaries have policies in place requiring appropriate credit checks on potential customers before sales commence. The process for monitoring and managing credit risk once sales to customers have been made varies depending on local practice in the countries concerned.
Certain territories have bank guarantees, other guarantees or credit insurance provided in the Group’s favour in respect of Group trade receivables, the issuance and terms of which are dependent on local practices in the countries concerned. All derivatives are subject to ISDA agreements or equivalent documentation.
89
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 £88 million (2019: £54 million). In addition, the Group has entered into guarantee arrangements to support a short-term bank credit facilities with certain distribution and supply chain partners. The maximum exposure under the arrangement would be £36 million (2019: £54 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.
90
Fair value hierarchy
The following table presents the Group’s financial assets and liabilities that are measured at fair value in accordance with IFRS 13 classification hierarchy:
| 2020 | 2019 | |||||||||||||||||||||||||||||||
|
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| |||||||||||||||||||||||||||
| Level 1 £m |
Level 2 £m |
Level 3 £m |
Total £m |
Level 1 £m |
Level 2 £m |
Level 3 £m |
Total £m | |||||||||||||||||||||||||
| Assets at fair value | ||||||||||||||||||||||||||||||||
| Investment held at fair value (note 14) | 171 | - | 93 | 264 | 78 | - | 57 | 135 | ||||||||||||||||||||||||
| Derivatives relating to | ||||||||||||||||||||||||||||||||
| – interest rate swaps (note 15) | - | 65 | - | 65 | - | 180 | - | 180 | ||||||||||||||||||||||||
| – cross-currency swaps (note 15) | - | 444 | - | 444 | - | 305 | - | 305 | ||||||||||||||||||||||||
| – forward foreign currency contracts (note 15) | - | 288 | - | 288 | - | 280 | - | 280 | ||||||||||||||||||||||||
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| |||||||||
| Assets at fair value | 171 | 797 | 93 | 1,061 | 78 | 765 | 57 | 900 | ||||||||||||||||||||||||
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| |||||||||
| Liabilities at fair value | ||||||||||||||||||||||||||||||||
| Derivatives relating to | ||||||||||||||||||||||||||||||||
| – interest rate swaps (note 15) | - | 53 | - | 53 | - | 255 | - | 255 | ||||||||||||||||||||||||
| – cross-currency swaps (note 15) | - | - | - | - | - | 84 | - | 84 | ||||||||||||||||||||||||
| – forward foreign currency contracts (note 15) | - | 266 | - | 266 | - | 129 | - | 129 | ||||||||||||||||||||||||
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| |||||||||
| Liabilities at fair value | - | 319 | - | 319 | - | 468 | - | 468 | ||||||||||||||||||||||||
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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.
91
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:
| 2020 | 2019 | |||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||
| Amount £m |
Related in the £m |
Net £m |
Amount £m |
Related in the £m |
Net £m |
|||||||||||||||||||
| Financial assets |
||||||||||||||||||||||||
| – Derivative financial instruments (note 15) |
797 | (237 | ) | 560 | 765 | (291 | ) | 474 | ||||||||||||||||
| Financial liabilities |
||||||||||||||||||||||||
| – Derivative financial instruments (note 15) |
(319 | ) | 237 | (82 | ) | (468 | ) | 291 | (177 | ) | ||||||||||||||
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| 478 | – | 478 | 297 | – | 297 | |||||||||||||||||||
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* 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.
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The hedged items by risk category are presented below:
| 2020 | ||||||||||||||||||||
|
Accumulated amount of fair value hedge adjustments on the hedged |
Line item in the | Changes in fair |
||||||||||||||||||
|
Carrying amount of the hedged item |
item included in the carrying amount of the hedged item |
statement of financial |
value used for calculating |
Cash flow hedge reserve | ||||||||||||||||
| position where | hedge | (gross of tax) | ||||||||||||||||||
| the hedged item is included |
ineffectiveness | |||||||||||||||||||
| £m | £m | £m | £m | |||||||||||||||||
| Fair value hedges |
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| Interest rate risk |
||||||||||||||||||||
| – borrowings (liabilities) |
5,356 | 173 | Borrowings | (57 | ) | |||||||||||||||
| Cash flow hedges |
||||||||||||||||||||
| Interest rate risk |
||||||||||||||||||||
| – borrowings (liabilities) |
2,816 | Borrowings | 155 | (628) | ||||||||||||||||
| 2019 | ||||||||||||||||||||
| Accumulated amount of fair value hedge adjustments on the hedged |
Line item in the | Changes in fair |
||||||||||||||||||
| Carrying amount of the hedged item |
item included in the carrying amount of the hedged item |
statement of financial |
value used for calculating |
Cash flow hedge reserve | ||||||||||||||||
| position where | hedge | (gross of tax) | ||||||||||||||||||
| the hedged item is included |
ineffectiveness | |||||||||||||||||||
| £m | £m | £m | £m | |||||||||||||||||
| Fair value hedges |
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| Interest rate risk |
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| – borrowings (liabilities) |
5,136 | 210 | Borrowings | (9 | ) | |||||||||||||||
| Cash flow hedges |
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| Interest rate risk |
||||||||||||||||||||
| – borrowings (liabilities) |
4,013 | Borrowings | 163 | (308) | ||||||||||||||||
| - derivative financial instruments (assets)* | 2 | |
Derivative financial instruments |
|
– | – | ||||||||||||||
| - derivative financial instruments (liabilities)* | (49 | ) | |
Derivative financial instruments |
|
1 | (1 | ) | ||||||||||||
*In 2019, the carrying value reported for derivative financial instruments represents the aggregated exposure as at the balance sheet date. For assets, the gross nominal value amounted to £226 million and for liabilities, the gross nominal value amounted to £932 million.
93
£392 million (2019: £372 million) of the Group’s borrowings are designated as net investment hedge instruments of the Group’s net investments in foreign operations. In line with the Group’s risk management policies, the net investment hedge relationships are reviewed periodically. A number of these relationships had matured in 2019. The change in the value used for calculating hedge ineffectiveness for hedged items designated under net investment hedge relationships is £21 million (2019: £22 million).
As at 31 December 2020, the total balance of the cash flow hedge reserve was a loss of £504 million (2019: loss of £346 million) including a loss of £628 million (2019: loss of £309 million) in relation to interest rate exposure and foreign currency exposure arising from borrowings held by the Group, £nil (2019: loss of £160 million) in relation to interest rate exposure on forecasted borrowings, and a gain of £139 million (2019: gain of £105 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 18(c)(ii)).
94
23 Business combinations, disposals and other changes in the Group
(a) Acquisitions
The Group acquired certain businesses and other tobacco assets as noted below. The financial impact of these transactions to the Group were immaterial individually and in aggregate. Except as noted, there were no material differences between the fair value and book values of net assets acquired in business combinations.
On 12 November 2020, the Group acquired 100% of the share capital in Eastern Tobacco Company for Trading, formerly known as Rafique Mohammed Sudki Jad Establishment for Trading when acting as BAT’s distributor in Saudi Arabia (KSA), for £50 million (SAR 246 million). Goodwill of £36 million, representing anticipated synergies, and trademarks and similar intangibles of £39 million, as well as £96 million of cash and cash equivalents, were recognised on acquisition. The transaction is expected to enable the Group to take ownership of its route to market in KSA.
On 21 December 2017, the Group signed an agreement to acquire 100% of the share capital of Twisp Proprietary Limited, a South African e-cigarette/nicotine vapour company with a market share of circa 70% within South Africa and a leading presence in shopping malls via its branded kiosks outlets. Completion of the proposed acquisition was conditional upon South African anti-trust clearance, which was given in the second half of 2019 and BAT acquired control on 30 September 2019 for a purchase price of £25 million of which £6 million is 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 was fully impaired in 2020 and deferred consideration adjusted by £3 million.
On 8 April 2019, the Group via its US subsidiary R.J. Reynolds Vapor Company (RJR Vapor), acquired a 45% stake in VapeWild Holdings LLC, a vertically integrated vapour manufacturer and retailer with 13 branded vape shops and an e-commerce platform focused on its own branded liquids, for US$40 million. This was followed by a further acquisition of 15% on 24 June 2019 for US$8 million, giving the Group a 60% interest in the target for US$48 million (£36 million). The Group has accounted for these investments as a single transaction and has consolidated VapeWild as a subsidiary from the date of the first investment. Goodwill of £11 million, representing a strategic premium to enter this segment of the US vapour market, and trademarks and similar intangibles of £39 million were recognised on acquisition. Following the announcements with regards to flavours in vapour in the US, goodwill was impaired in full in 2019. The business was subsequently discontinued and liquidation proceedings commenced in December 2020.
On 22 November 2018, the Group completed the acquisition of Quantus Beteiligungs-und Beratungsgesellschaft mbH, Germany’s leading vapour retail chain trading as ‘Highendsmoke’, from a private shareholder. The fair value of consideration payable was £21 million. Goodwill of £11 million, representing a strategic premium to enter the German vapour retail market, and trademarks and similar intangibles of £13 million were recognised on acquisition. As explained in note 8, at the end of 2019, acquired goodwill and intangibles were fully impaired.
On 26 September 2018, as part of an agreement to acquire an additional 44% stake in the Myanmar business, the Group acquired the business and individual assets of a local distributor, Star Way Limited, from IMU Enterprises Limited for £6 million. Goodwill of £3 million, representing anticipated synergies, was recognised on acquisition.
On 5 May 2017, the Group acquired certain tobacco assets, including a distribution company, Express Logistic and Distribution EOOD (ELD), from Bulgartabac Holding AD in Bulgaria. The assets acquired, including brands and other intangibles of £117 million, were purchased for a total consideration of £110 million, of which £28 million was contingent upon future performance in the market. £14 million of this was paid during 2018 and £13 million of this was paid during 2019. Subsequently, ELD was disposed of in 2019 at carrying value.
On 4 January 2017, the Group completed the acquisition of 100% of Winnington Holding AB, a Swedish manufacturer of ‘white’ snus, for a purchase price of £31 million. Goodwill of £8 million and brands and similar intangibles of £28 million were recognised. £8 million of the consideration was contingent on post-acquisition targets being met and was substantially settled in January 2019.
On 30 December 2015, the Group acquired 100% of the CHIC Group from private shareholders. The fair value of the consideration payable was £82 million, of which £30 million was contingent on achievement of certain post-acquisition targets. £6 million of this was paid during 2016, £13 million during 2017 and £1 million in final settlement in 2018.
On 17 November 2015, the Group acquired 100% of Blue Nile Cigarette Company Limited from a private shareholder. The fair value of the consideration payable was £45 million of which £8 million was contingent on achievement of certain post-acquisition targets. Subsequent payments in respect of this were £1 million in 2016, £5 million in 2017, £1 million in 2018 and £1 million in 2019.
On 30 September 2015, the Group acquired TDR and other tobacco and retail assets from Adris Grupa d.d. (Adris) for a total enterprise value of €550 million. Part of the consideration was contingent upon certain targets being met post-acquisition, and £5 million of this was paid in January 2017. In 2019, the Group reached an agreement with Adris regarding the level of contingent consideration such that any remaining amounts would not be paid by the Group and the Group received €3 million in full and final settlement of all claims between Adris and the Group. Consequently, €9 million of cash and deferred consideration was recognised as other income (note 3(e)).
95
(b) Non-controlling interests
In 2020, the Group made a capital contribution to Brascuba Cigarrillos S.A. at a cost of £17 million (2019: £20 million). This contribution was in proportion to a capital contribution made by the non-controlling interest to the company and as such, the Group’s shareholding remains unchanged.
In 2018, included in the acquisition of non-controlling interests are the purchases of the remaining shares in British American Tobacco Vranje a.d. in Serbia and an additional 44% stake in British American Tobacco Myanmar Limited. The financial impact of these transactions to the Group is immaterial individually and in aggregate.
(c) Other transactions
On 20 October 2020, the Group acquired the formulations, brands, associated know-how and other relevant assets owned by Dryft Sciences, LLC (DSL) relating to its white nicotine pouch products for consideration of up to US$150 million payable in accordance with the achievement of certain milestones. The transaction has been accounted for as an asset acquisition, rather than as a business combination, as the intellectual property and associated assets acquired do not represent an integrated set of activities required by IFRS for business combination accounting. Consequently, the consideration payable has been assigned to the acquired assets by relative fair value.
During 2020, the Group increased its ownership of a wholesale producer and distributor operating in the agriculture sector based in Uzbekistan, FE “Samfruit” JSC to 38.63%, for £5 million.
On 10 January 2019, the Group acquired a minority stake in AYR Limited, a vapour technology company based in the UK, for £8 million, with the potential to increase this in the future. The investment terms also provide for the Group and AYR to agree a commercial collaboration agreement under which the Group and AYR will jointly develop future vaping products.
96
24 Share-based payments
The Group operates a number of share-based payment arrangements of which the two principal ones are:
Long-Term Incentive Plan (LTIP)
Awards granted in 2020 under the Long-Term Incentive Plan are the Performance Share Plan and the Restricted Share Plan with the following conditions:
Performance Share Plan (PSP): nil-cost options released three years from date of grant. Payout is subject to performance conditions based on earnings per share (40% of grant), operating cash flow (20% of grant), total shareholder return (20% of grant) and net turnover (20% of grant) in 2020, 2019 and 2018. Total shareholder return combines the share price and dividend performance of the Company by reference to one comparator group. Participants are not entitled to dividends prior to the exercise of the options. A cash equivalent dividend accrues through the vesting period and is paid on vesting. Both equity and cash-settled PSP awards are granted in March each year.
Restricted Share Plan (RSP): Nil-cost options released three years from date of grant and may be subject to forfeit if a participant leaves employment before the end of the three-year holding period. Participants are not entitled to dividends prior to the exercise of the options. A cash equivalent dividend accrues through the vesting period and is paid on vesting. Both equity and cash-settled RSP awards were granted in March.
Awards granted in 2018 and 2019 are nil-cost options exercisable after three years from date of grant with a contractual life of 10 years. The performance conditions and the dividend entitlement attached to these awards are identical to the PSP award mentioned above. Both equity and cash-settled LTIP awards were granted in March.
Following the acquisition of Reynolds American on 25 July 2017, underlying Reynolds American shares for LTIPs were replaced with BAT American Depositary Shares (ADS). LTIP awards for ADSs are measured against the performance conditions of Reynolds American at the maximum of 150% at the vesting date. Equity-settled LTIPs were granted by Reynolds American in March each year with options exercisable after three years from the date of grant with the payment made no later than 90 days from date of vesting. Participants are not entitled to dividends prior to exercise of the options.
Deferred Share Bonus Scheme (DSBS)
Free ordinary shares released three years from date of grant and may be subject to forfeit if a participant leaves employment before the end of the three-year holding period. Participants receive a separate payment equivalent to a proportion of the dividend payment during the holding period. Both equity and cash-settled deferred shares are granted in March each year.
The Group also has a number of other arrangements which are not material for the Group and these are as follows:
Sharesave Scheme (SAYE)
Options granted in March each year from 2011 onwards (previously November until 2009 and no options were granted during 2010) by invitation at a 20% discount to the market price. Options to this equity-settled scheme are exercisable at the end of a three-year or five-year savings contract. Participants are not entitled to dividends prior to the exercise of the options. The maximum amount that can be saved by a participant in this way is £6,000 in any tax year.
Share Reward Scheme (SRS) and International Share Reward Scheme (ISRS)
Free shares granted in April each year (maximum £3,600 in any year) under the equity-settled schemes are subject to a three-year holding period. Participants receive dividends during the holding period which are reinvested to buy further shares.
Partnership Share Scheme
Open to all eligible employees, where employees can allocate part of their pre-tax salary to purchase shares in British American Tobacco p.l.c.. The maximum amount that can be allocated in this way to any individual is £1,800 in any tax year. The shares purchased are held in a UK-based trust and are normally capable of transfer to participants tax-free after a five-year holding period.
97
Share-based payment expense
The amounts recognised in the income statement in respect of share-based payments were as follows:
| 2020 | 2019 | 2018 | ||||||||||||||||||||||||||||||
| Equity- settled £m |
Cash- settled £m |
Equity- settled £m |
Cash- settled £m |
Equity- settled £m |
Cash- settled £m | |||||||||||||||||||||||||||
| LTIP (note (a)) | 36 | - | 58 | 1 | 70 | - | ||||||||||||||||||||||||||
| DSBS (note (b)) | 44 | 3 | 50 | 4 | 44 | 2 | ||||||||||||||||||||||||||
| Other schemes | 8 | - | 7 | - | 7 | - | ||||||||||||||||||||||||||
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| Total recognised in the income statement (note 3(a)) | 88 | 3 | 115 | 5 | 121 | 2 | ||||||||||||||||||||||||||
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98
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 2020 and 2019:
| 2020 | 2019 | |||||||||||||||||||
| Vested £m |
Unvested £m |
Vested £m |
Unvested £m | |||||||||||||||||
| LTIP |
0.3 | 1.5 | 0.5 | 2.8 | ||||||||||||||||
| DSBS |
0.2 | 5.7 | 0.3 | 6.2 | ||||||||||||||||
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| Total liability |
0.5 | 7.2 | 0.8 | 9.0 | ||||||||||||||||
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(a) Long-Term incentive Plan Details of the movements for the equity- and cash-settled LTIP scheme during the years ended 31 December 2020 and 31 December 2019, were as follows:
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| 2020 | 2019 | |||||||||||||||||||
| 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 |
9,193 | 318 | 6,908 | 306 | ||||||||||||||||
| Granted during the period |
3,856 | 109 | 4,552 | 202 | ||||||||||||||||
| Exercised during the period |
(1,590 | ) | (63 | ) | (1,045 | ) | (129 | ) | ||||||||||||
| Forfeited during the period |
(1,459 | ) | (90 | ) | (1,222 | ) | (61 | ) | ||||||||||||
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| Outstanding at end of year |
10,000 | 274 | 9,193 | 318 | ||||||||||||||||
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| Exercisable at end of year |
690 | 27 | 739 | 25 | ||||||||||||||||
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As at 31 December 2020, the Group has 10,000,000 shares (2019: 9,193,000 shares) outstanding which includes 2,876,738 shares (2019: 2,479,057 shares) which are related to Reynolds American LTIP awards from which nil shares (2019: 43,924 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 £29.37 (2019: £28.31; 2018: £38.90) for equity-settled and £28.68 (2019: £30.87; 2018: £40.62) 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$40.04 (2019: US$36.35; 2018: US$51.43).
The outstanding shares for the year ended 31 December 2020 had a weighted average remaining contractual life of 8.1 years (2019: 8.2 years; 2018: 8.1 years) for the equity-settled scheme, 1.72 years for Reynolds American equity-settled scheme (2019: 1.93 years; 2018: 1.91 years) and 8.1 years (2019: 8.3 years; 2018: 8.1 years) for the cash-settled share-based payment arrangements.
99
(b) Deferred Share Bonus Scheme
Details of the movements for the equity- and cash-settled DSBS scheme during the years ended 31 December 2020 and 31 December 2019, were as follows:
| 2020 | 2019 | |||||||||||||||||
| 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 |
3,748 | 282 | 3,248 | 281 | ||||||||||||||
| Granted during the period |
1,829 | 109 | 2,097 | 202 | ||||||||||||||
| Exercised during the period |
(1,368 | ) | (175 | ) | (1,500 | ) | (184 | ) | ||||||||||
| Forfeited during the period |
(68 | ) | (16 | ) | (97 | ) | (17 | ) | ||||||||||
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| Outstanding at end of year |
4,141 | 200 | 3,748 | 282 | ||||||||||||||
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| Exercisable at end of year |
91 | 4 | 90 | 6 | ||||||||||||||
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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 £28.08 (2019: £28.40; 2018: £40.00) for equity-settled and £28.06 (2019: £30.06; 2018: £40.51) for cash-settled options.
The outstanding shares for the year ended 31 December 2020 had a weighted average remaining contractual life of 1.4 years (2019: 1.5 years; 2018: 1.3 years) for the equity-settled scheme and 1.4 years (2019: 1.5 years; 2018: 1.1 years) for the cash-settled scheme.
100
Valuation assumptions
Assumptions used in the Black-Scholes models to determine the fair value of share options at grant date were as follows:
| 2020 | 2019 | |||||||||||||||||||||||||||
| LTIP | DSBS | LTIP | DSBS | |||||||||||||||||||||||||
| Expected volatility (%) |
25.0 | 25.0 | 22.0 | 22.0 | ||||||||||||||||||||||||
| Average expected term to exercise (years)* |
3.5 / 3.0 | 3.0 | 3.5 | 3.0 | ||||||||||||||||||||||||
| Risk-free rate (%) |
0.2 | 0.2 | 0.7 | 0.7 | ||||||||||||||||||||||||
| Expected dividend yield (%) |
7.9 | 7.9 | 6.5 | 6.5 | ||||||||||||||||||||||||
| Expected dividend yield (%) – Management Board |
7.9 | 7.9 | 6.0 | 6.0 | ||||||||||||||||||||||||
| Share price at date of grant (£) |
26.33 | 26.33 | 30.83 | 30.83 | ||||||||||||||||||||||||
| Share price at date of grant (£) – Management Board |
26.33 | 26.33 | 33.28 | 33.28 | ||||||||||||||||||||||||
| Fair value at grant date (£)* |
21.23 / 20.76 | 20.76 | 21.93 | 25.35 | ||||||||||||||||||||||||
| Fair value at grant date (£) – Management Board* |
21.23 / 20.76 | 20.76 | 24.03 | 25.35 | ||||||||||||||||||||||||
| * | Where two figures have been quoted for the Long Term Incentive Plan, the numbers relate to PSP and RSP awards, respectively. |
101
Market condition features were incorporated into the Monte-Carlo models for the total shareholder return elements of the LTIP, in determining fair value at grant date. Assumptions used in these models were as follows:
| 2020 | 2019 | |||||||||||
| LTIP (PSP) | LTIP | |||||||||||
| Average share price volatility FMCG comparator group (%) |
21 | 18 | ||||||||||
| Average correlation FMCG comparator group (%) |
31 | 28 | ||||||||||
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.
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25 Group employees
The average number of persons employed by the Group and its associates during the year, including Directors, was 89,182 (2019: 94,846).
| 2020 | 2019 | |||||||||||
| Number | Number | |||||||||||
| United States | 4,914 | 5,046 | ||||||||||
| APME | 12,703 | 14,910 | ||||||||||
| AMSSA | 17,869 | 18,638 | ||||||||||
| ENA | 23,957 | 25,505 | ||||||||||
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| Subsidiary undertakings | 59,443 | 64,099 | ||||||||||
| Associates | 29,739 | 30,747 | ||||||||||
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| 89,182 | 94,846 | |||||||||||
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Included within the employee numbers for ENA are certain employees in the UK in respect of central functions. Some of the costs of these employees are allocated or charged to the various regions and markets in the Group.
103
26 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.
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 £394 million (2019: £239 million; 2018: £211 million).
| 2020 | 2019 | 2018 | ||||||||||||||||||
| £m | £m | £m | ||||||||||||||||||
| Transactions |
||||||||||||||||||||
| - revenue |
495 | 511 | 473 | |||||||||||||||||
| - purchases |
(80 | ) | (79 | ) | (101 | ) | ||||||||||||||
| - other net income |
388 | 248 | 216 | |||||||||||||||||
| Amounts receivable at 31 December |
33 | 42 | 26 | |||||||||||||||||
| Amounts payable at 31 December |
(5 | ) | (2 | ) | (1 | ) | ||||||||||||||
During 2020, the Group made a capital contribution in Brascuba Cigarrillos S.A. at a cost of £17 million (2019: £20 million) and increased its ownership of FE “Samfruit” JSC to 38.63% for £5 million.
During 2020, there was a capital reduction in CTBAT International Limited of approximately US$171 million with funds due to be remitted prorate to investors in 2021.
During 2019, the Group acquired 60% of VapeWild Holdings LLC and a minority stake in AYR Limited.
During 2018, the Group acquired a further 44% interest in British American Tobacco Myanmar Limited and a further 11% interest in British American Tobacco Vranje.
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.
104
| 2020 | 2019 | 2018 | ||||||||||||||||||
| £m | £m | £m | ||||||||||||||||||
| The total compensation for key management personnel, including Directors, was: | ||||||||||||||||||||
| – salaries and other short-term employee benefits | 17 | 26 | 21 | |||||||||||||||||
| – post-employment benefits | 2 | 4 | 4 | |||||||||||||||||
| – share-based payments | 13 | 23 | 18 | |||||||||||||||||
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| 32 | 53 | 43 | ||||||||||||||||||
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The following table, which is not part of IAS 24 disclosures, shows the aggregate emoluments of the Directors of the Company.
| Executive Directors | Chairman | Non-Executive Directors |
Total | |||||||||||||||||||||||||||||||||||||||||||||
| 2020 | 2019 | 2018 | 2020 | 2019 | 2018 | 2020 | 2019 | 2018 | 2020 | 2019 | 2018 | |||||||||||||||||||||||||||||||||||||
| £‘000 | £‘000 | £‘000 | £‘000 | £‘000 | £‘000 | £‘000 | £‘000 | £‘000 | £‘000 | £‘000 | £‘000 | |||||||||||||||||||||||||||||||||||||
| Salary; fees; benefits; incentives | ||||||||||||||||||||||||||||||||||||||||||||||||
| – salary | 2,026 | 2,356 | 2,211 | 2,026 | 2,356 | 2,211 | ||||||||||||||||||||||||||||||||||||||||||
| – fees | 714 | 695 | 680 | 1,028 | 969 | 1,092 | 1,742 | 1,664 | 1,772 | |||||||||||||||||||||||||||||||||||||||
| – taxable benefits | 744 | 608 | 427 | 77 | 137 | 116 | 72 | 310 | 303 | 893 | 1,055 | 846 | ||||||||||||||||||||||||||||||||||||
| – short-term incentives | 3,274 | 4,791 | 5,031 | 3,274 | 4,791 | 5,031 | ||||||||||||||||||||||||||||||||||||||||||
| – long-term incentives | 1,294 | 4,420 | 5,300 | 1,294 | 4,420 | 5,300 | ||||||||||||||||||||||||||||||||||||||||||
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| Sub-total | 7,338 | 12,175 | 12,969 | 791 | 832 | 796 | 1,100 | 1,279 | 1,395 | 9,229 | 14,286 | 15,160 | ||||||||||||||||||||||||||||||||||||
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| Pension; other emoluments | ||||||||||||||||||||||||||||||||||||||||||||||||
| – pension | 304 | 686 | 921 | 304 | 686 | 921 | ||||||||||||||||||||||||||||||||||||||||||
| – other emoluments | 20 | 47 | 50 | 20 | 47 | 50 | ||||||||||||||||||||||||||||||||||||||||||
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| |||||||||||||
| Sub-total | 324 | 733 | 971 | 324 | 733 | 971 | ||||||||||||||||||||||||||||||||||||||||||
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| Total emoluments | 7,662 | 12,908 | 13,940 | 791 | 832 | 796 | 1,100 | 1,279 | 1,395 | 9,553 | 15,019 | 16,131 | ||||||||||||||||||||||||||||||||||||
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| Aggregate gains on LTIP shares exercised in the year | ||||||||||||||||||||
| Award | Exercised LTIP shares | Exercise date | Price per share (£) |
Aggregate gain (£) | ||||||||||||||||
| Jack Bowles |
|
27 March 2017 |
|
18,497 | |
06 April 2020 |
|
29.62 | 547,881 | |||||||||||
| Tadeu Marroco |
|
27 March 2017 |
|
14,755 | |
08 June 2020 |
|
31.23 | 460,799 | |||||||||||
| LTIP – Value of awards 2017 | ||||||||||||||||||||
| Shares | Price per share (£)1 |
Face value (£) | ||||||||||||||||||
| Jack Bowles |
26,463 | 52.11 | 1,378,987 | |||||||||||||||||
| Tadeu Marroco |
21,109 | 52.11 | 1,099,990 | |||||||||||||||||
| 1 | For information only as awards are made as nil-cost options. |
| Sharesave – Aggregate Gains 2020 | ||||||||||||||||||||
| Award date | Shares | Exercise date | Price per share (£) |
Aggregate gain (£) | ||||||||||||||||
| Tadeu Marroco |
|
23 March 2015 |
|
495 | |
09 June 2020 |
|
30.26 | 0 | |||||||||||
| Sharesave – Value of award 2015 | ||||||||||||||||||||
| Shares | Price per share (£) |
Face value (£) | ||||||||||||||||||
| Tadeu Marroco |
495 | 30.26 | 14,979 | |||||||||||||||||
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27 Contingent liabilities and financial commitments
| 1. | The Group is subject to contingencies pursuant to requirements that it complies with relevant laws, regulations and standards. |
| 2. | Failure to comply could result in restrictions in operations, damages, fines, increased tax, increased cost of compliance, interest charges, reputational damage or other sanctions. These matters are inherently difficult to quantify. In cases where the Group has an obligation as a result of a past event existing at the balance sheet date, if it is probable that an outflow of economic resources will be required to settle the obligation and if the amount of the obligation can be reliably estimated, a provision will be recognised based on best estimates and management judgement. |
| 3. | There are, however, contingent liabilities in respect of litigation, taxes in some countries and guarantees for which no provisions have been made. |
General Litigation Overview
| 4. | There are a number of legal and regulatory actions, proceedings and claims against Group companies related to tobacco and New Category products that are pending in a number of jurisdictions. These proceedings include, among other things, claims for personal injury (both individual claims and class actions) and claims for economic loss arising from the treatment of smoking and health-related diseases (such as medical recoupment claims brought by local governments). |
| 5. | The plaintiffs in these cases seek recovery on a variety of legal theories, including negligence, strict liability in tort, design defect, failure to warn, fraud, misrepresentation, violations of unfair and deceptive trade practices statutes, conspiracy, public nuisance, medical monitoring and violations of competition and antitrust laws. The plaintiffs seek various forms of relief, including compensatory and, where available, punitive damages, treble or multiple damages and statutory damages and penalties, creation of medical monitoring and smoking cessation funds, disgorgement of profits, attorneys’ fees, and injunctive and other equitable relief. |
| 6. | Although alleged damages often are not determinable from a complaint, and the law governing the pleading and calculation of damages varies from jurisdiction to jurisdiction, compensatory and punitive damages have been specifically pleaded in a number of cases, sometimes in amounts ranging into the hundreds of millions and even hundreds of billions of sterling. |
| 7. | With the exception of the Engle progeny cases described below, the Group continues to win the majority of tobacco-related litigation claims that reach trial, and a very high percentage of the tobacco-related litigation claims brought against them, including Engle progeny cases, continue to be dismissed at or before trial. Based on their experience in tobacco-related litigation and the strength of the defences available to them in such litigation, the Group’s companies believe that their successful defence of tobacco-related litigation in the past will continue in the future. |
| 8. | Group companies generally do not settle claims. However, Group companies may enter into settlement discussions in some cases, if they believe it is in their best interests to do so. Exceptions to this general approach include, but are not limited to, actions taken pursuant to ‘offer of judgment’ statutes and Filter Cases, as defined below. An ‘offer of judgment,’ if rejected by the plaintiff, preserves the Group’s right to recover attorneys’ fees under certain statutes in the event of a verdict favourable to the Group. Such offers are sometimes made through court-ordered mediations. Other settlements by Group companies include the State Settlement Agreements (as defined in paragraph 41 below), the funding by various tobacco companies of a US$5.2 billion (approximately £3.8 billion) trust fund contemplated by the Master Settlement Agreement (as described in paragraph 41 below) to benefit tobacco growers, the original Broin flight attendant case, and most of the Engle progeny cases pending in US 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 of 31 December 2020 and the increase or decrease from the number of cases pending against Group companies as of 31 December 2019. 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 US 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 |
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| 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 27, paragraph 85, et seq. |
| Case Type | |
Case Numbers as at 31 December 2020 |
|
|
Case Numbers as at 31 December 2019 (note 1) |
|
|
Change in Number Increase/(Decrease) |
| |||
| US tobacco-related actions | ||||||||||||
| Medical reimbursement cases (note 2) | 2 | 2 | No change | |||||||||
| Class actions (note 3) | 20 | 19 | 1 | |||||||||
| Individual smoking and health cases (note 4) | 189 | 135 | 54 | |||||||||
| Engle Progeny Cases (note 5) | 1,400 | 1,773 | (373) | |||||||||
| Broin II Cases (note 6) | 1,227 | 1,228 | (1) | |||||||||
| Filter Cases (note 7) | 48 | 51 | (3) | |||||||||
| State Settlement Agreements – Enforcement and Validity (note 8) | 4 | 4 | No change | |||||||||
| Non-US tobacco-related actions | ||||||||||||
| Medical reimbursement cases | 19 | 18 | 1 | |||||||||
| Class actions (note 9) | 12 | 13 | (1) | |||||||||
| Individual smoking and health cases (note 10) | 68 | 81 | (13) |
(Note 1) This includes cases to which the Reynolds American Inc. (Reynolds American) group companies were a party at such date.
(Note 2) This category of cases includes the Department of Justice action. See note 27, paragraphs 20-24.
(Note 3) See note 27, paragraphs 25-38.
(Note 4) This category of cases includes smoking and health cases alleging personal injuries caused by tobacco use or exposure brought by or on behalf of individual plaintiffs based on theories of negligence, strict liability, breach of express or implied warranty and violations of state deceptive trade practices or consumer protection statutes. The plaintiffs seek to recover compensatory damages, attorneys’ fees and costs and punitive damages. Out of the 189 active individual smoking and health cases, four judgments have been returned in the plaintiffs’ favour, awarding damages totalling approximately US$147 million (approximately £108 million), which are pending post-trial in trial courts or on appeal. For a further description of these cases, see note 27, paragraphs 39-40.
(Note 5) In July 1998, trial began in Engle v. R.J. Reynolds Tobacco Co., a then-certified class action filed in Circuit Court, Miami-Dade County, Florida, against US cigarette manufacturers, including R. J. Reynolds Tobacco Co. (RJRT) (individually, and as successor by merger to Lorillard Tobacco Company (Lorillard Tobacco)) and Brown & Williamson Holdings, Inc. (formerly Brown & Williamson Tobacco Corporation) (B&W). In July 2000, the jury in Phase II awarded the class a total of approximately US$145 billion (approximately £106 billion) in punitive damages, apportioned US$36.3 billion (approximately £26.6 billion) to RJRT, US$17.6 billion (approximately £12.9 billion) to B&W, and US$16.3 billion (approximately £11.9 billion) to Lorillard Tobacco. This decision was appealed and ultimately resulted in the Florida Supreme Court in December 2006 decertifying the class and allowing judgments entered for only two of the three Engle class representatives to stand and setting aside the punitive damages award. Putative Engle class members were permitted to file individual lawsuits, deemed ‘Engle progeny cases’, against the Engle defendants, within one year of the Supreme Court’s decision (subsequently extended to 11 January 2008). Between the period 1 January 2018 and 31 December 2020, 33 judgments have been returned in the plaintiffs’ favour, awarding damages totalling approximately US$332.2 million (approximately £243 million). Certain of these judgments have been appealed by RJRT and in certain other cases, RJRT still had time to appeal, as of 31 December 2020. For a further description of the Engle progeny cases, see note 27, paragraphs 29-38 seq.
(Note 6) Broin v. Philip Morris, Inc. was a class action filed in Circuit Court in Miami-Dade County, Florida in 1991 and brought on behalf of flight attendants alleged to have suffered from diseases or ailments caused by exposure to Environmental Tobacco Smoke (ETS) in airplane cabins. Group companies and other cigarette manufacturer defendants settled Broin, agreeing to pay a total of US$300 million (approximately £219.5 million) to fund research on the detection and cure of tobacco-related diseases and US$49 million (approximately £35.8 million) in plaintiffs’ counsel’s fees and expenses. Group companies’ share of these payments totalled US$174 million (approximately £127.3 million). Broin II cases refer to individual cases by class members. There have been no Broin II trials since 2007. For a further description of the Broin II cases, see note 16 to paragraph 40.
(Note 7) Includes claims brought against Lorillard Tobacco and Lorillard Inc. by individuals who seek damages resulting from their alleged exposure to asbestos fibres that were incorporated into filter material used in one brand of cigarettes manufactured by a predecessor to Lorillard Tobacco for a limited period of time ending more than 50 years ago. Since 1 January 2018, Lorillard Tobacco and RJRT have paid, or have reached agreement to pay, a total of approximately US$31.3 million (approximately £22.9 million) in settlements to resolve 124 Filter Cases. See note 17 to paragraph 40.
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(Note 8) Group companies’ expenses and payments under the State Settlement Agreements for 2020 amounted to approximately US$3.6 billion (approximately £2.6 billion) in respect of settlement expenses and US$2.9 billion (approximately £2.1 billion) in respect of settlement cash payments. See note 27, paragraph 43. The pending cases referred to above relate to the enforcement, validity or interpretation of the State Settlement Agreements in which RJRT, B&W or Lorillard Tobacco is a party. See note 27, paragraphs 41-53.
(Note 9) Outside the United States, there are 12 class actions being brought against Group companies as of 31 December 2020. These include class actions in the following jurisdictions: Canada (11) and Venezuela (1). For a description of the Group companies’ class actions, see note 27, paragraphs 70-83. Pursuant to the judgment in 2015 in the two Quebec class actions, the plaintiffs were awarded damages and interest in the amount of CAD$15.6 billion, most of which were on a joint and several basis (approximately £8.9 billion), of which the Group companies’ share was CAD$10.4 billion (approximately £5.9 billion). On 1 March 2019, the Quebec Court of Appeal handed down a judgment which largely upheld and endorsed the lower court’s previous decision in the Quebec Class Actions, as further described below. The share of the judgment for Imperial Tobacco Canada Limited (Imperial), the Group’s operating company in Canada, was reduced to approximately CAD$9.2 billion (approximately £5.3 billion). For a further description of the Quebec Class Actions, see paragraph 78. All of the class actions in Canada are currently stayed pursuant to a court order. See paragraph 58.
(Note 10) As at 31 December 2020, the jurisdictions with the most active individual cases against Group companies were, in descending order: Brazil (31), Italy (14), Chile (8), Canada (6), Argentina (5) and Ireland (2). There were a further two jurisdictions with one active case only. Out of these 68 cases, in 2020, one case in Argentina (Baldassare) returned a first instance judgment on 28 December 2020, in the amount of ARS 685,976 (approximately £6,000) in compensatory damages and ARS 2,500,000 (approximately £22,000) in punitive damages (plus interest), which judgment is subject to appeal, in the plaintiffs’ favour as of 31 December 2020.
| 11. | Certain terms and phrases used in this note 27 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 RJRT, B&W and Lorillard Tobacco, have agreed to resolve disputes with certain plaintiffs without resolving the cases through trial. |
| d) | All sums set out in note 27 have been converted to GBP and US$ using the following end closing rates as at 31 December 2020: GBP 1 to US$ 1.3670, GBP 1 to CAD$ 1.7415, GBP 1 to EURO 1.1172, GBP 1 to BRL 7.1002, GBP 1 to AOA 895.4418, GBP 1 to NGN 539.6035, GBP 1 to KRW 1484.92, GBP 1 to HRK 8.4326, GBP 1 to JPY 141.1308, GBP 1 to QAR 4.9770 and GBP 1 to SAR 5.128. |
US 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 US tobacco product liability cases pending at 31 December 2020 involving RJRT, B&W and/or Lorillard Tobacco was approximately 2,901. As at 31 December 2020, British American Tobacco (Investments) Limited (Investments) has been served as a co-defendant in one of those cases (2018:1). No other UK-based Group company has been served as a co-defendant in any US tobacco product liability case pending as at 31 December 2020. |
| 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 US 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 |
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| 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 US, there are 30 cases, exclusive of Engle progeny cases, scheduled for trial as of 31 December 2020 through 31 December 2021, for the Reynolds Defendants: 19 individual smoking and health cases, 10 Filter Cases and one non-smoking and health case. There are also approximately 112 Engle progeny cases against RJRT (individually and as successor to Lorillard Tobacco) and B&W scheduled for trial through 31 December 2021. It is not known how many of these cases will actually be tried. |
| 17. | Trial results. From 1 January 2018 through 31 December 2020, 83 trials occurred in individual smoking and health, Engle progeny, and Filter Cases in which the Reynolds Defendants were defendants, including 10 where mistrials were declared. Verdicts in favour of the Reynolds Defendants and, in some cases, other defendants, were returned in 27 cases (including one directed verdict after the jury reached an impasse in a punitive damages trial), tried in Florida (25) and Massachusetts (2). Verdicts in favour of the plaintiffs were returned in 37 cases (including one in which the jury found for the plaintiff in Phase I and the parties reached a resolution agreement prior to completion of Phase II), which were tried in Florida (32), the US Virgin Islands (2), and Massachusetts (3). Seven of the cases in Florida were dismissed during trial. Two cases were punitive damages retrials. |
(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. | At 31 December 2020, one US medical reimbursement suit (Crow Creek Sioux Tribe v. American Tobacco Co.) was pending against RJRT, B&W and Lorillard Tobacco in a Native American tribal court in South Dakota. The plaintiffs seek to recover actual and punitive damages, restitution, funding of a clinical cessation programme, funding of a corrective public education programme, and disgorgement of unjust profits from sales to minors. No other medical reimbursement suits are pending against these companies by county or other political subdivisions of the states. |
US Department of Justice Action
| 20. | On 22 September 1999, the US Department of Justice brought an action in the US 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 US Department of Justice initially sought (1) recovery of federal funds expended in providing health care to smokers who developed alleged smoking-related diseases pursuant to the Medical Care Recovery Act and Medicare Secondary Payer provisions of the Social Security Act and (2) equitable relief under the civil provisions of the Racketeer Influenced and Corrupt Organizations Act (RICO), including disgorgement of roughly US$280 billion (approximately £204.8 billion) in profits the government contended were earned as a consequence of a purported racketeering ‘enterprise’ along with certain ‘corrective communications’. In September 2000, the district court dismissed the government’s Medical Care Recovery Act and Medicare Secondary Payer claims. In February 2005, the US Court of Appeals for the DC Circuit (the DC Circuit) ruled that disgorgement was not an available remedy. |
| 21. | Industries was dismissed for lack of personal jurisdiction on 28 September 2000. In addition, Investments was a defendant at the trial, but intervening changes in controlling law post-trial led to a 28 March 2011 court ruling that the court’s Final Judgment and Remedial Order no longer applied to Investments prospectively, and for this reason, Investments would not have to comply with any of the remaining injunctive remedies being sought by the government. As the government did not appeal the 28 March 2011 ruling, this means that Investments is no longer in the case and is not subject to any injunctive relief that the court is expected to order against the remaining defendants. As the case continued as against RJRT and Lorillard Tobacco with respect to injunctive relief and related matters, the following is noted. |
| 22. | The non-jury trial of the RICO portion of the claim began on 21 September 2004 and ended on 9 June 2005. On 17 August 2006, the federal district court issued its Final Judgment and Remedial Order, which found certain defendants, including RJRT, B&W, Lorillard Tobacco and Investments, had violated RICO, but did not impose any direct financial penalties. The district court instead enjoined the defendants from committing future racketeering acts, participating in certain trade organisations, making misrepresentations concerning smoking and health and youth marketing, and using certain brand descriptors such as ‘low tar’, ‘light’, ‘ultra-light’, ‘mild’ and ‘natural’. The district court also ordered the defendants to issue ‘corrective communications’ on five subjects, including smoking and health and addiction, and to comply with further undertakings, including maintaining websites of historical corporate documents and disseminating certain marketing information on a confidential basis to the government. In addition, the district court placed restrictions on the defendants’ ability to dispose of certain assets for use in the United States, unless the transferee agrees to abide by the terms of the district court’s order, and ordered certain defendants to reimburse the US Department of Justice its taxable costs incurred in connection with the case. |
| 23. | Defendants, including RJRT, B&W, Lorillard Tobacco and Investments, appealed, and the US government cross-appealed to the DC Circuit. On 22 May 2009, the DC Circuit affirmed the federal district court’s RICO liability judgment, but vacated the order and remanded for further factual findings and clarification as to whether liability should be imposed |
110
| against B&W, based on changes in the nature of B&W’s business operations (including the extent of B&W’s control over tobacco operations). The court also remanded on three other discrete issues relating to the injunctive remedies, including for the district court ‘to reformulate’ the injunction on the use of low-tar descriptors ‘to exempt foreign activities that have no substantial, direct, and foreseeable domestic effects,’ and for the district court to evaluate whether corrective communications could be required at point-of-sale displays (which requirement the DC Circuit vacated). On 28 June 2010, the US Supreme Court denied the parties’ petitions for further review. |
| 24. | On 22 December 2010, the district court dismissed B&W from the litigation. In November 2012, the trial court entered an order setting forth the text of the corrective statements and directed the parties to engage in discussions with the Special Master to implement them. After various proceedings and appeals, the federal district court in October 2017 ordered RJRT and the other US tobacco company defendants to fund the publishing of compelled public statements in various US media outlets, including in newspapers, on television, on the companies’ websites, and in onserts on cigarette packaging. The compelled public statements in newspapers and on television were completed in 2018 and in package onserts were completed in mid-2020. Also, the compelled public statements now appear on RJRT websites. The district court is considering mandating the display of the compelled public statements at retail point of sale; an evidentiary hearing is scheduled to begin on 12 July 2021. |
(b) Class Actions
| 25. | At 31 December 2020, RJRT, B&W and Lorillard Tobacco were named as defendants in two separate actions attempting to assert claims on behalf of classes of persons allegedly injured or financially impacted by their smoking, and SFNTC was named in 17 separate cases relating to the use of the words ‘natural,’ ‘100% additive-free,’ or ‘organic’ in Natural American Spirit advertising and promotional materials. If the classes are or remain certified, separate trials may be needed to assess individual plaintiffs’ damages. Among the pending class actions, 18 specified the amount of the claim in the complaint, including 17 that alleged that the plaintiffs were seeking in excess of US$5 million (approximately £3.6 million) and one that alleged that the plaintiffs were seeking less than US$75,000 (approximately £54,900) per class member plus unspecified punitive damages. |
No Additive/Natural/Organic Claim Cases
| 26. | A total of 17 putative class actions have been filed in nine US federal district courts against SFNTC, a subsidiary of Reynolds American, which cases generally allege, in various combinations, violations of state deceptive and unfair trade practice statutes, and claim state common law fraud, negligent misrepresentation, and unjust enrichment based on the use of descriptors such as ‘natural’, ‘organic’ and ‘100% additive-free’ in the marketing, labelling, advertising, and promotion of SFNTC’s Natural American Spirit brand cigarettes. In these actions, the plaintiffs allege that the use of these terms suggests that Natural American Spirit brand cigarettes are less harmful than other cigarettes and, for that reason, violated state consumer protection statutes or amounted to fraud or a negligent or intentional misrepresentation. The actions seek various categories of recovery, including economic damages, injunctive relief (including medical monitoring and cessation programmes), interest, restitution, disgorgement, treble and punitive damages, and attorneys’ fees and costs. In April 2016, in response to a motion by the various plaintiffs, the US Judicial Panel on Multidistrict Litigation (JPML) consolidated these cases for pre-trial purposes before a federal court in New Mexico. On 21 December 2017, that court granted the defendants’ motion to dismiss in part, dismissing a number of claims with prejudice, and denied it in part. The district court conducted a five-day hearing on the motion for class certification and on the motion challenging the admissibility expert opinion testimony in December 2020. The parties filed post-hearing briefs in January 2021 and will file proposed findings of fact and conclusions of law in February 2021. A decision is expected in the second half of 2021. |
Other Putative Class Actions
| 27. | Jones v. American Tobacco Co. is a putative class action filed in December 1998 in the Circuit Court, Jackson County, Missouri. The action was brought by a plaintiff on behalf of a putative class of Missouri tobacco product users and purchasers against various defendants, including RJRT, B&W and Lorillard Tobacco alleging that the plaintiffs’ use of the defendants’ tobacco products has caused them to become addicted to nicotine, and seeking an unspecified amount of compensatory and punitive damages. There is currently no activity in this case. |
| 28. | Young v. American Tobacco Co. is a case filed in November 1997 in the Circuit Court, Orleans Parish, Louisiana against various US cigarette manufacturers, including RJRT and B&W, and parent companies of such manufacturers. This putative ETS class action was brought on behalf of a putative class of Louisiana residents who, though not themselves cigarette smokers, have been exposed to second-hand smoke from cigarettes manufactured by the defendants, and who allegedly suffered injury as a result of that exposure, and seeks an unspecified amount of compensatory and punitive damages. In March 2016, the court entered an order staying the case, including all discovery, pending the completion of an ongoing smoking cessation programme ordered by the court in a now-concluded Louisiana state court certified class action, Scott v. American Tobacco Co.. |
Engle Class Action and Engle Progeny Cases (Florida)
| 29. | In July 1998, trial began in Engle v. R. J. Reynolds Tobacco Co., a then-certified class action filed in Circuit Court, Miami-Dade County, Florida, against US cigarette manufacturers, including RJRT, B&W and Lorillard Tobacco. The then-certified class consisted of Florida citizens and residents, and their survivors, who suffered from smoking-related diseases that |
111
| first manifested between 5 May 1990, and 21 November 1996, and were caused by an addiction to cigarettes. In July 1999, the jury in this Phase I found against RJRT, B&W, Lorillard Tobacco and the other defendants on common issues relating to the defendants’ conduct, general causation, the addictiveness of cigarettes, and entitlement to punitive damages. |
| 30. | In July 2000, the jury in Phase II awarded the class a total of approximately US$145 billion (approximately £106 billion) in punitive damages, apportioned US$36.3 billion (approximately £26.6 billion) to RJRT, US$17.6 billion (approximately £12.9 billion) to B&W, and US$16.3 billion (approximately £11.9 billion) to Lorillard Tobacco. The three class representatives in the Engle class action were awarded US$13 million (approximately £9.5 million) in compensatory damages. |
| 31. | This decision was appealed and ultimately resulted in the Florida Supreme Court in December 2006 decertifying the class and allowing judgments entered for only two of the three Engle class representatives to stand and setting aside the punitive damages award. The court preserved certain of the jury’s Phase I findings, including that cigarettes can cause certain diseases, nicotine is addictive, and defendants placed defective cigarettes on the market, breached duties of care, concealed health-related information and conspired. Putative Engle class members were permitted to file individual lawsuits, deemed ‘Engle progeny cases’, against the Engle defendants, within one year of the Supreme Court’s decision (subsequently extended to 11 January 2008). |
| 32. | During 2015, RJRT and Lorillard Tobacco, together with Philip Morris USA Inc. (PM USA), settled virtually all of the Engle progeny cases then pending against them in federal district court. The total amount of the settlement was US$100 million (approximately £73.2 million) divided as follows: RJRT US$42.5 million (approximately £31.1 million); PM USA US$42.5 million (approximately £31.1 million); and Lorillard Tobacco US$15 million (approximately £10.9 million). The settlement covered more than 400 federal Engle progeny cases but did not cover 12 federal progeny cases previously tried to verdict and then pending on post-trial motions or appeal, and two federal progeny cases filed by different lawyers from the ones who negotiated the settlement for the plaintiffs. |
| 33. | As at 31 December 2020, there were approximately 1,400 Engle progeny cases pending in which RJRT, B&W and/or Lorillard Tobacco have all been named as defendants and served. These cases include claims by or on behalf of 1,725 plaintiffs. In addition, as of 31 December 2020, RJRT was aware of seven additional Engle progeny cases that have been filed but not served. The number of pending cases fluctuates for a variety of reasons, including voluntary and involuntary dismissals. Voluntary dismissals include cases in which a plaintiff accepts an ‘offer of judgment’ from RJRT, Lorillard Tobacco and/or RJRT’s affiliates and indemnitees. An offer of judgment, if rejected by the plaintiff, preserves RJRT’s and Lorillard Tobacco’s right to recover attorneys’ fees under Florida law in the event of a verdict favourable to RJRT or Lorillard Tobacco, or affiliates of such entities. Such offers are sometimes made through court-ordered mediations. |
| 34. | 71 trials occurred in Engle progeny cases in Florida state and federal courts against RJRT, B&W and/or Lorillard Tobacco from 1 January 2018 through 31 December 2020, and additional state court trials are scheduled for 2021. |
| 35. | The following chart identifies the number of trials in Engle progeny cases as at 31 December 2020 and additional information about the adverse judgments entered: |
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Trials/verdicts/judgments of individual Engle progeny cases from 1 January 2018 through 31 December 2020:
| Total number of trials | 71 | |
| Number of trials resulting in plaintiffs’ verdicts | 33** | |
| Total damages awarded in final judgments against RJRT | US$332,210,000 (approximately £243 million) | |
| Amount of overall damages comprising ‘compensatory damages’ (approximately) | US$107,621,000 (of overall US$332,210,000) (approximately £78.7 million of £243 million) | |
| Amount of overall damages comprising ‘punitive damages’ (approximately) | US$224,589,000 (of overall US$332,210,000) (approximately £164.3 million of £243 million) |
| ** | Of the 33 trials resulting in plaintiffs’ verdicts 1 January 2018 to 31 December 2020 (note 11): |
| Number of adverse judgments appealed by RJRT | 24 (note 12) | |
| Number of adverse judgments, in which RJRT still has time to file an appeal | 0 | |
| Number of adverse judgments in which an appeal was not, and can no longer be, sought | 8 |
Appeals of individual Engle progeny cases 1 January 2018 to 31 December 2020:
| Number of adverse judgments appealed by RJRT | 26 (note 13) |
Note 11: the 33 trials include two cases that were tried twice (Gloger v. R.J. Reynolds Tobacco Co. and Bessent-Dixon v. R.J. Reynolds Tobacco Co.) and one case (Robert Miller v. R.J. Reynolds Tobacco Co.) where plaintiff moved for a mistrial following a plaintiff’s verdict where the jury awarded no compensatory or punitive damages, and an adverse judgment has not yet been entered.
Note 12: of the 24 adverse judgments appealed by RJRT as a result of judgments arising in the period 1 January 2018 to 31 December 2020:
| a. | 10 appeals remain undecided in the District Courts of Appeal; and one case has been affirmed but the rehearing time is pending; |
| b. | 12 appeals were decided and/or closed in the District Court of Appeals. Of these 12 appeals, seven were affirmed in favour of plaintiff. One was reversed for a new trial, one was voluntarily dismissed and judgment paid, one was involuntarily dismissed, and one was affirmed in part, reversed in part, for additur or a new trial, one was reversed in part for reinstatement of jury’s punitive damages verdict and entry of amended final judgment. |
Note 13: of the 26 adverse judgments appealed by RJRT (during the period 1 January 2018 to 31 December 2020):
| a. | 10 appeals remain undecided in the District Courts of Appeal and one case affirmed but rehearing time pending; |
| b. | 15 were decided and/or closed in the District Courts of Appeal. Of these appeals, nine were affirmed in favour of plaintiff, one was reversed for a new trial, one was voluntarily dismissed and judgment paid, one was involuntarily dismissed, one was affirmed in part, reversed in part, for additur or a new trial, one reversed in part for reinstatement of jury’s punitive damages verdict and entry of amended final judgment. Note that one appeal was reversed in the Eleventh Circuit for entry of order granting Defendants’ motion for judgment in accordance with the verdict; and |
| c. | does not include two cases that were appealed prior to the relevant time period but which remain pending before the Florida Supreme Court. |
| 36. | By statute, Florida applies a US$200 million (approximately £146.3 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 |
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| at a given time. Judicial attempts by several plaintiffs in the Engle progeny cases to challenge the bond cap as violating the Florida Constitution have failed. In addition, bills have been introduced in sessions of the Florida legislature that would eliminate the Engle progeny bond cap, but those bills have not been enacted as of 31 December 2020. |
| 37. | In 2020, RJRT or Lorillard Tobacco paid judgments in eight Engle progeny cases. Those payments totalled US$73.7 million (approximately £53.9 million) in compensatory or punitive damages. Additional costs were paid in respect of attorneys’ fees and statutory interest. |
| 38. | In addition, accruals for damages and attorneys’ fees and statutory interest for one case (Starr-Blundell v. R. J. Reynolds Tobacco Co.) was recorded in Reynolds American’s consolidated balance sheet as of 31 December 2020 to the value of US$69,200 (approximately £50,621). |
(c) Individual Cases
| 39. | As of 31 December 2020, 189 individual cases were pending in the United States against RJRT, B&W and/or Lorillard Tobacco. This category of cases includes smoking and health cases alleging personal injuries caused by tobacco use or exposure brought by or on behalf of individual plaintiffs based on theories of negligence, strict liability, breach of express or implied warranty, and violations of state deceptive trade practices or consumer protection statutes. The plaintiffs seek to recover compensatory damages, attorneys’ fees and costs, and punitive damages. The category does not include the Engle progeny cases, Broin II cases, and Filter Cases discussed above and below. One of the individual cases is brought by or on behalf of an individual or his/her survivors alleging personal injury as a result of exposure to ETS. |
| 40. | The following chart identifies the number of individual cases pending as of 31 December 2020 as against the number pending as of 31 December 2019, along with the number of Engle progeny cases, Broin II cases, and Filter Cases, which are discussed further below. |
| Case Type | US Case Numbers 31 December 2020 |
US Case Numbers 31 December 2019 |
Change in Number Increase/(Decrease) |
|||||||||
| Individual Smoking and Health Cases (note 14) |
189 | 135 | 54 | |||||||||
| Engle Progeny Cases (Number of Plaintiffs) (note 15) |
|
1,400 (1,725 |
) |
|
1,773 (2,228 |
) |
|
(373 (503 |
) ) | |||
| Broin II Cases (note 16) |
1,227 | 1,228 | (1 | ) | ||||||||
| Filter Cases (note 17) |
48 | 51 | (3 | ) | ||||||||
(Note 14) Out of the 189 pending individual smoking and health cases, four 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$147 million (approximately £108 million).
(Note 15) The number of Engle progeny cases will fluctuate as cases are dismissed or if any of the dismissed cases are appealed. Please see earlier table in paragraph 35.
(Note 16) Broin v. Philip Morris, Inc. was a class action filed in Circuit Court in Miami-Dade County, Florida in 1991 and brought on behalf of flight attendants alleged to have suffered from diseases or ailments caused by exposure to ETS in airplane cabins. In October 1997, RJRT, B&W, Lorillard Tobacco and other cigarette manufacturer defendants settled Broin, agreeing to pay a total of US$300 million (approximately £220 million) in three annual US$100 million (approximately £73 million) instalments, allocated among the companies by market share, to fund research on the early detection and cure of diseases associated with tobacco smoke. It also required those companies to pay a total of US$49 million (approximately £36 million) for the plaintiffs’ counsel’s fees and expenses. RJRT’s portion of these payments was approximately US$86 million (approximately £63 million); B&W’s was approximately US$57 million (approximately £41 million); and Lorillard Tobacco’s was approximately US$31 million (approximately £23 million). The settlement agreement, among other things, limits the types of claims class members may bring and eliminates claims for punitive damages. The settlement agreement also provides that, in individual cases by class members that are referred to as Broin II lawsuits, the defendants will bear the burden of proof with respect to whether ETS can cause certain specifically enumerated diseases, referred to as ‘general causation’. With respect to all other liability issues, including whether an individual plaintiff’s disease was caused by his or her exposure to ETS in airplane cabins, referred to as ‘specific causation’, individual plaintiffs will bear the burden of proof. On 7 September 1999, the Florida Supreme Court approved the settlement. There have been no Broin II trials since 2007. There have been periodic efforts to activate cases and the Group expects this to continue over time.
(Note 17) Includes claims brought against Lorillard Tobacco and Lorillard Inc. by individuals who seek damages resulting from their alleged exposure to asbestos fibres that were incorporated into filter material used in one brand of cigarettes manufactured by a predecessor to Lorillard Tobacco for a limited period of time ending more than 50 years ago. Pursuant to the terms of a 1952 agreement between P. Lorillard Company and H&V Specialties Co., Inc. (the manufacturer of the filter material), Lorillard Tobacco is required to indemnify Hollingsworth & Vose for legal fees, expenses, judgments and resolutions in cases and claims alleging injury from finished products sold by P. Lorillard Company that contained the filter material. As of 31 December 2020, Lorillard Tobacco and/or Lorillard Inc. was a defendant in 48 Filter Cases. Since 1 January 2018, Lorillard Tobacco and RJRT have paid, or have reached agreement to pay, a total of approximately US$31.3 million (approximately £22.8 million) in settlements to resolve 124 Filter Cases.
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(d) State Settlement Agreements
| 41. | In November 1998, the major US cigarette manufacturers, including RJRT, B&W and Lorillard Tobacco, entered into the Master Settlement Agreement (MSA) with attorneys general representing 46 US states, the District of Columbia and certain US territories and possessions. These cigarette manufacturers previously settled four other cases, brought on behalf of Mississippi, Florida, Texas and Minnesota, by separate agreements with each state (collectively and with the MSA, the ‘State Settlement Agreements’). |
| 42. | These State Settlement Agreements settled all health care cost recovery actions brought by, or on behalf of, the settling jurisdictions; released the defending major US 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 US cigarette manufacturers; and placed significant restrictions on their ability to market and sell cigarettes and smokeless tobacco products. In accordance with the MSA, various tobacco companies agreed to fund a US$5.2 billion (approximately £3.8 billion) trust fund to be used to address the possible adverse economic impact of the MSA on tobacco growers. |
| 43. | RJRT and SFNTC are subject to the substantial payment obligations under the State Settlement Agreements. Payments under the State Settlement Agreements are subject to various adjustments for, among other things, the volume of cigarettes sold, relative market share, operating profit and inflation. Reynolds American‘s operating subsidiaries’ expenses and payments under the State Settlement Agreements for 2017, 2018, 2019 and 2020 and the projected expenses and payments for 2021 and 2022 onwards are set forth below (in millions of US dollars)*: |
| 2017 | 2018 | 2019 | 2020 | 2021 | 2022 and thereafter | |||||||||||||||||||
| Settlement expenses |
$2,856 | $2,741 | $2,762 | $3,572 | ||||||||||||||||||||
| Settlement cash payments |
$4,612 | $917 | $2,918 | $2,848 | ||||||||||||||||||||
| Projected settlement expenses |
$>3,300 | $>3,300 | ||||||||||||||||||||||
| Projected settlement cash payments |
$>3,600 | $>3,600 | ||||||||||||||||||||||
| * | Subject to adjustments for changes in sales volume, inflation, operating profit and other factors. Payments are allocated among the companies on the basis of relative market share or other methods. |
| 44. | The State Settlement Agreements have materially adversely affected RJRT’s shipment volumes. Reynolds American believes that these settlement obligations may materially adversely affect the results of operations, cash flows or financial position of Reynolds American and RJRT in future periods. The degree of the adverse impact will depend, among other things, on the rate of decline in US cigarette sales in the premium and value categories, RJRT’s share of the domestic premium and value cigarette categories, and the effect of any resulting cost advantage of manufacturers not subject to the State Settlement Agreements. |
| 45. | In addition, the MSA includes an adjustment that potentially reduces the annual payment obligations of RJRT, Lorillard Tobacco and the other signatories to the MSA, known as ‘Participating Manufacturers’ (PMs). Certain requirements, collectively referred to as the ‘Adjustment Requirements’, must be satisfied before the Non-Participating Manufacturers (NPM) Adjustment for a given year is available: (i) an Independent Auditor must determine that the PMs have experienced a market share loss, beyond a triggering threshold, to those manufacturers that do not participate in the MSA (such non-participating manufacturers being referred to as NPMs); and (ii) in a binding arbitration proceeding, a firm of independent economic consultants must find that the disadvantages of the MSA were a significant factor contributing to the loss of market share. This finding is known as a significant factor determination. |
| 46. | When the Adjustment Requirements are satisfied, the MSA provides that the NPM Adjustment applies to reduce the annual payment obligation of the PMs. However, an individual settling state may avoid its share of the NPM Adjustment if it had in place and diligently enforced during the entirety of the relevant year a ‘Qualifying Statute’ that imposes escrow obligations on NPMs that are comparable to what the NPMs would have owed if they had joined the MSA. In such event, the state’s share of the NPM Adjustment is reallocated to other settling states, if any, that did not have in place and diligently enforce a Qualifying Statute. |
| 47. | RJRT and Lorillard Tobacco are or were involved in NPM Adjustment proceedings concerning the years 2003 to 2019. In 2012, RJRT, Lorillard Tobacco, and SFNTC entered into an agreement (the Term Sheet) with certain settling states that resolved accrued and potential NPM adjustments for the years 2003 through 2012 and, as a result, RJRT and SFNTC collectively received, or are to receive, more than US$1.1 billion (approximately £804 million) in credits that, in substantial part, were applied to MSA payments in 2014 through 2017. After an arbitration panel ruled in September |
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| 2013 that six states had not diligently enforced their qualifying statutes in the year 2003, additional states joined the Term Sheet. RJRT executed the NPM Adjustment Settlement Agreement on 25 September 2017 (which incorporated the Term Sheet). Since the NPM Adjustment Settlement Agreement was executed, an additional 10 states have joined. NPM proceedings are ongoing and could result in further reductions of the companies’ MSA-related payments. |
| 48. | On 18 January 2017, the State of Florida filed a motion to join Imperial Tobacco Group, PLC (ITG) as a defendant and to enforce the Florida State Settlement Agreement, which motion sought payment under the Florida State Settlement Agreement of approximately US$45 million (approximately £33 million) with respect to the four brands (Winston, Salem, Kool and Maverick) that were sold to ITG in the divestiture of certain assets, on 12 June 2015, by subsidiaries or affiliates of Reynolds American and Lorillard, together with the transfer of certain employees and certain liabilities, to a wholly-owned subsidiary of Imperial Brands plc (the Divestiture), referred to as the ‘Acquired Brands’. The motion also claimed future annual losses of approximately US$30 million per year (approximately £22 million) absent the court’s enforcement of the Florida State Settlement Agreement. The State’s motion sought, among other things, an order declaring that RJRT and ITG are in breach of the Florida Settlement Agreement and are required, jointly and severally, to make annual payments to the State under the Florida State Settlement Agreement with respect to the Acquired Brands. In addition, on 18 January 2017, PM USA filed a motion to enforce the Florida State Settlement Agreement, asserting among other things that RJRT and ITG breached that agreement by failing to make settlement payments as to the Acquired Brands, which PM USA asserts has improperly shifted settlement payment obligations to PM USA. On 27 January 2017, RJRT sought leave to file a supplemental pleading for breach by ITG of its obligations regarding joinder into the Florida State Settlement Agreement. The Florida court, on 30 March 2017, ruled that ITG should be joined into the enforcement action. |
| 49. | After a bench trial, on 27 December 2017 the court entered an order holding that RJRT (not ITG) is liable for annual settlement payments for the Acquired Brands, finding that ITG did not assume liability for annual settlement payments under the terms of the asset purchase agreement relating to the Divestiture and RJRT remained liable for payments under the Florida State Settlement Agreement as to the Acquired Brands. In January 2018, the auditor of the Florida State Settlement Agreement adjusted the final 2017 invoice for the annual payment and amended the 2015 and 2016 invoices for the respective annual payment and the net operating profit penalty for each of those years under the Florida Settlement Agreement, based on the auditor’s interpretation of the court’s order. The adjusted invoices reflected amounts due to both the State of Florida and PM USA. In total, the estimated additional amounts due were US$99 million (approximately £72 million) with US$84 million (approximately £61 million) to the State of Florida and US$16 million (approximately £12 million) to PM USA. RJRT advised the auditor that it disputed these amounts, and therefore no further amounts were due or would be paid for those years pending the final resolution of RJRT’s appeal of the court’s order. On 23 January 2018, RJRT filed a notice of appeal, and on 25 January 2018, RJRT filed an amended notice of appeal, and PM USA filed a notice of appeal as to the court’s ruling as to ITG. On 26 January 2018, the State moved for recovery of its attorneys’ fees and costs from RJRT. The State and PM USA filed a joint motion for the entry of final judgment on 1 February 2018. The court declined to enter a final judgment until after resolution of the dispute between RJRT and PM USA regarding PM USA’s assertion that settlement payment obligations have been improperly shifted to PM USA. On 15 August 2018, the court entered a final judgment in the action (the Final Judgment). As a result of the Final Judgment, PM USA’s challenge to RJRT’s accounting assumptions related to the Acquired Brands was rendered moot, subject to reinstatement if ITG joins the Florida State Settlement Agreement or if judgment is reversed. On 29 August 2018, RJRT filed a notice of appeal on the Final Judgment. On 7 September 2018, PM USA filed a notice of appeal with respect to the court’s ruling as to ITG. On 12 September 2018, RJRT filed a motion to consolidate RJRT’s appeal with the appeal filed by PM USA, which was granted on 1 October 2018. Appellate briefing was completed on 6 February 2020. Oral argument, originally scheduled for 7 April 2020, was conducted through video conference on 9 June 2020. On 29 July 2020, Florida’s Fourth District Court of Appeal affirmed the Final Judgement. On 12 August 2020, RJRT filed a motion for rehearing or for certification to the Florida Supreme Court of the 29 July 2020 decision. On 10 June 2020, RJRT posted an additional bond in the amount of US$84,102,984.75 (approximately £61.5 million), over the US$103,694,155.08 (approximately £75.8 million) bond initially posted, to cover additional disputed amounts plus two years of statutory interest. The total amount RJRT bonded for its appeal was US$187,797,139.83 (approximately £138 million). RJRT’s motion for rehearing or certification to the Florida Supreme Court was denied on 18 September 2020 and its motion for review was denied by the Florida Supreme Court on 18 December 2020. On 5 October 2020, RJRT satisfied the Final Judgment (approximately US$192,869,589.86 (approximately £140,000,000)) and paid approximately US$3.1 million (approximately £2.2 million) of Florida’s attorneys’ fees but continues to litigate over the remaining approximately US$300,000 (approximately £219,000) in attorneys’ fees. RJRT’s appellate bonds were released to RJRT by order dated 5 November 2020. RJRT will seek indemnification from ITG. |
| 50. | On 17 February 2017, ITG filed an action in the Court of Chancery of the State of Delaware seeking declaratory relief and a motion for a temporary restraining order against Reynolds American and RJRT. In its complaint, ITG asked the court to declare various matters related to its rights and obligations under the asset purchase agreement (and related documents) relating to the Divestiture. ITG sought an injunction barring Reynolds American and/or RJRT from alleging in the Florida enforcement litigation that ITG had breached the asset purchase agreement and requiring these companies to litigate issues under the asset purchase agreement in Delaware. Following a hearing on ITG’s complaint and motion on 1 March 2017, the Delaware court entered a temporary restraining order that enjoined Reynolds American and RJRT from ‘taking offensive action to assert claims against ITG Brands’ in the Florida enforcement action, but the order does not prevent RJRT from making arguments in response to claims asserted by the State of Florida, PM USA or ITG in the Florida enforcement litigation. On 24 March 2017, Reynolds American and RJRT answered the ITG complaint and filed a motion to stay proceedings in Delaware pending the outcome of the Florida enforcement litigation, which motion was denied 18 May 2017. Cross motions for partial judgment on the pleadings were filed focusing on whether ITG’s obligation to use |
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| ‘reasonable best efforts’ to join the Florida State Settlement Agreement continued after the 12 June 2015 closing. On 30 November 2017, following argument, the Delaware court ruled in favour of RJRT, holding that ITG’s obligation to use its reasonable best efforts to join the Florida Settlement Agreement did not terminate due to the closing of the asset purchase agreement relating to the Divestiture. On 4 January 2019, RJRT filed another motion for partial judgment on the pleadings seeking to resolve two contract-interpretation questions under the asset purchase agreement: first, to the extent RJRT is held liable for any settlement payments based on post-closing sales of the Acquired Brands, ITG assumed this liability, and second, that the asset purchase agreement does not entitle ITG to a unique protection from an equity-fee law that does not yet exist in a Previously Settled State. Argument on RJRT’s motion for partial judgment was heard on 4 June 2019. On 23 September 2019, the Delaware Chancery Court declined to resolve, at this time, the first issue, whether ITG had assumed any liability imposed on RJRT for making settlement payments on ITG’s brands. The court concluded that both sides had presented reasonable interpretations of the asset purchase agreement, which was therefore ambiguous, so the court would require an evidentiary hearing to interpret the intent of the asset purchase agreement on assumed liabilities. The court also granted RJRT’s motion on the second issue and ruled that ITG could not refuse to join the Florida State Settlement Agreement unless a joinder exempted it from a future equity-fee statute. On 1 October 2019, the Chancery Court entered an order on these latest motions for partial judgment on the pleadings. It granted RJRT’s motion on the second issue. It denied both parties’ motions on the first issue, deferring resolution until after the court receives evidence related to the parties’ intent in their contract. On 11 October 2019, ITG filed in the Chancery Court a motion to seek interlocutory appeal in the Supreme Court, which was denied on 31 October 2019. On 31 October 2019, ITG filed a notice of interlocutory appeal directly to the Delaware Supreme Court, which was denied on 7 November 2019. Discovery is currently ongoing with respect to the hearing to interpret the intent of the asset purchase agreement on assumed liabilities. |
| 51. | On 26 March 2018, the State of Minnesota filed a motion against RJRT to enforce the Minnesota State Settlement Agreement, which motion seeks payments under the Minnesota State Settlement Agreement of approximately US$40 million (approximately £29 million) with respect to the Acquired Brands. The motion also claims future annual losses of approximately US$15 million (approximately £11 million) absent the court’s enforcement of the Minnesota State Settlement Agreement. The State of Minnesota also filed a separate complaint against ITG, which complaint seeks the same payments. The State’s motion against RJRT and complaint against ITG seek, among other things, an order declaring that RJRT and ITG are in breach of the Minnesota State Settlement Agreement and are jointly and severally liable to make annual payments to the State of Minnesota under the Minnesota State Settlement Agreement with respect to the Acquired Brands. In addition, on 28 March 2018, PM USA filed a motion to enforce the Minnesota State Settlement Agreement, asserting, among other things, that RJRT and ITG breached the Minnesota State Settlement Agreement by failing to make settlement payments as to the Acquired Brands, which PM USA asserts has improperly shifted settlement payment obligations to PM USA. On 27 March 2018, the Minnesota court consolidated the motions to enforce and separate complaint against ITG into one proceeding captioned In re Petition of the State of Minnesota for an Order Compelling Payments of Settlement Proceeds Related to ITG Brands LLC, Court File No. 62-CV-18-1912. On 11 June 2018, the court held a scheduling conference in the case and by order dated 21 June 2018, set a discovery schedule for the case, under which discovery is complete. A hearing on the motions to enforce to determine if RJRT and/or ITG are liable to make payments on the Acquired Brands was held on 26 June 2019. On 24 September 2019, the Minnesota District Court issued an Order and Memorandum, holding RJRT liable for settlement payments on the Acquired Brands, and determining the issue of whether ITG is a ‘successor or assign’ of RJRT under the Minnesota State Settlement Agreement is unresolved, reasoning ITG’s status depends on whether it satisfied its post-closing obligation to expend its reasonable best efforts to join the Minnesota State Settlement Agreement. On 23 December 2019, ITG filed a motion in the Minnesota District Court seeking certification of an appeal of certain questions arising from the 24 September 2019 order. On 21 January 2020, a hearing was held on ITG’s motion seeking certification of an appeal. On 19 February 2020, the Minnesota District Court entered an Order and Memorandum denying ITG’s motion for certification. A multi-day hearing to determine whether ITG is liable for settlement payments was completed on 9 September 2020. The parties filed post-hearing briefs on 13 November 2020; a decision is pending. A status conference is scheduled for 3 March 2021. Settlement discussions are ongoing. Under the proposed settlement framework, ITG and RJR Tobacco would split the 2015-2019 payments, ITG would join the settlement agreement and make all payments from 2020 forward, and RJR Tobacco and PM would resolve outstanding payment calculation issues. |
| 52. | On 28 January 2019, the State of Texas filed motions in the original Texas health care reimbursement case, brought against the tobacco industry that led to the Texas State Settlement Agreement, to join ITG as a defendant and to enforce the Texas State Settlement Agreement against RJRT and ITG, seeking payment under the Texas State Settlement Agreement of approximately US$125 million (approximately £91 million) with respect to the Acquired Brands that were sold to ITG in the Divestiture. The motion also claimed future annual losses of an unspecified amount absent the court’s enforcement of the Texas State Settlement Agreement. The State’s motion sought, among other things, an order declaring that RJRT, or in the alternative, ITG, is in breach of the Texas Settlement Agreement and is required to make annual payments to the State under the Texas State Settlement Agreement with respect to the Acquired Brands. In addition, on 29 January 2019, PM USA filed a motion to enforce the Texas State Settlement Agreement, asserting among other things that RJRT and ITG breached that agreement by failing to make settlement payments as to the Acquired Brands, which PM USA asserts has improperly shifted settlement payment obligations to PM USA. After completion of discovery, a hearing on the motions to enforce was held on 30 October 2019. On 25 February 2020, the Court entered a Memorandum Opinion and Order holding that RJRT remains liable for settlement payments on the Acquired Brands under the Texas Settlement Agreement. The Court further held that, although ITG is unambiguously an assign within the meaning of the Texas Settlement Agreement, a final determination of the scope of ITG’s obligations under the APA is to be determined in the litigation pending before the Delaware Court. Pursuant to the Court’s direction, on 9 March 2020 the parties submitted a status report indicating the remaining issues before the Court include RJRT’S position that the |
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| Court should subtract the equity fee payments made on the Acquired Brands by ITG’s distributors from the settlement payments due by RJRT after including the Acquired Brands in calculating damages, whether a final judgment should be entered in favour of ITG, whether a partial final judgment should be entered against RJRT and the State’s request for an award of attorneys’ fees and costs against RJRT and/or ITG. On 5 May 2020 the Court entered final judgment (later clarified in a 14 August 2020 amended judgment) on the State’s motion, ordering RJRT to pay all settlement amounts due on the Acquired Brands under the Texas Settlement Agreement; granting RJRT a full dollar-for-dollar set-off for all equity fee payments made on the Acquired Brands by ITG or its distributors, but holding RJRT liable for any equity fee payments that are lawfully refunded; and ordering the case closed, to be reopened after ITG’s liability under the APA is determined by the Delaware Court. ITG’s equity fee payments to Texas for the Acquired Brands currently equal approximately 90% of the annual Texas settlement payments for those brands. Thus, the settlement payments for those Acquired Brands exceed ITG’s equity fee payments by approximately US$3 million (approximately £2 million) per year. As such, RJRT would owe approximately US$3 million (approximately £2 million) a year after an equity fee credit. Due to how the profit penalty is allocated, RJRT will pay approximately US$10 million (approximately £7 million) less in 2019 in Texas payments than it would have paid had ITG joined, with that trend continuing in future years. However, because ITG made equity fee payments at a substantially lower rate before 2019, and because of how the profit penalty was calculated before now, RJRT owes approximately US$260.4 million (before interest) (approximately £190 million) in past payments under the judgment through 2020. On 3 and 4 June 2020, respectively, RJRT and ITG filed notices of appeal of the 5 May 2020 judgment. In August 2020, RJRT filed a notice of appeal, and in September 2020, the State and ITG filed notices of appeal from the portion of the judgment denying the motion to remove the equity fee set-off. RJRT moved to dismiss ITG’s appeal for lack of jurisdiction, which motion was ordered by the Fifth Circuit Court of Appeals to be argued with ITG’s appeal. On 2 November 2020 RJRT filed its appellate brief. On 19 January 2021 the parties filed responses. Settlement discussions are ongoing. Under the proposed settlement framework, ITG and RJR Tobacco would split the 2015-2019 payments, ITG would join the settlement agreement and make all payments from 2020 forward, and RJR Tobacco and PM would resolve outstanding payment calculation issues. |
| 53. | In June 2015, ITG joined the Mississippi Settlement Agreement. On 26 December 2018, PM USA filed a Motion to Enforce Settlement Agreement against RJRT and ITG alleging RJRT and ITG failed to act in good faith in calculating the base-year net operating profits for the Acquired Brands, claiming damages of approximately US$6 million (approximately £4 million) through 2017. On 21 February 2019, the Chancery Court of Jackson County, Mississippi held a scheduling conference and issued a discovery schedule order. A hearing on PM USA’s Motion to Enforce Settlement Agreement originally scheduled for 3-6 May 2021 was adjourned on consent of the parties to 11-12 August 2021. Settlement discussions are ongoing. Under the proposed settlement framework, RJR Tobacco and PM USA would resolve the outstanding payment calculation. On 3 December 2019, the State of Mississippi filed a Notice of Violation and Motion to Enforce the Settlement Agreement in the Chancery Court of Jackson County, Mississippi against RJRT, PM USA and ITG, seeking a declaration that the base year 1997 net operating profit to be used in calculating the Net Operating Profit Adjustment was not affected by the change in the federal corporate tax rate in 2018 from 35% to 21%, and an order requiring RJRT to pay the approximately US$5 million (approximately £3.6 million) difference in its 2018 payment because of this issue. Determination of this issue may affect RJRT’s annual payment thereafter. A hearing on Mississippi’s Motion to Enforce Settlement Agreement is scheduled on 6-7 October 2021. |
(e) UK — Based Group Companies
| 54. | As at 31 December 2020, Investments has been served in one dormant individual action in the US (Perry) in which there has been no activity since 1998 following the plaintiff’s death in 1997. Given the continued lack of activity, this case will now be considered dormant and closed. |
Tobacco-Related Litigation Outside the United States
| 55. | As at 31 December 2020: |
| a. | medical reimbursement actions are being brought in Angola, Argentina, Brazil, Canada, Nigeria and South Korea; |
| b. | class actions are being brought in Canada and Venezuela; |
| c. | active tobacco product liability claims against the Group’s companies existed in 12 markets outside the US. The only markets with five or more claims were Argentina, Brazil, Canada, Chile, Nigeria and Italy. |
(a) Medical reimbursement cases
Angola
| 56. | In or about November 2016, BAT Angola affiliate Sociedade Unificada de Tabacos de Angola (SUT) was served with a collective action filed in the Provincial Court of Luanda, 2nd Civil Section, by the consumer association Associação Angolana dos Direitos do Consumidor (AADIC). The lawsuit seeks damages of AOA 800,000,000 (approximately £893,400) 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 or about 5 December 2016. The case remains pending. |
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Argentina
| 57. | In 2007, the non-governmental organisation the Argentina Tort Law Association (ATLA) and Emma Mendoza Voguet brought a reimbursement action against Nobleza Piccardo S.A.I.C.y.F. (Nobleza) and Massalín Particulares. The case is being heard in the Contentious Administrative Court. The parties filed conclusive briefs on 20 May 2019 and await the Court’s decision. |
Canada
| 58. | On 1 March 2019, the Quebec Court of Appeal handed down a judgment which largely upheld and endorsed the lower court’s previous decision in two Quebec class actions (the Quebec Class Actions), as further described below. The share of the judgment for Imperial, the Group’s operating company in Canada, is approximately CAD $9.2 billion (approximately £5.3 billion). As a result of this judgment, there were attempts by the Quebec plaintiffs to obtain payment out of the CAD $758 million (approximately £436 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 2021. While the Stays are in place, no steps are to be taken in connection with the Canadian tobacco litigation with respect to any of the defendants. |
| 59. | The below represents the state of the referenced litigation as at the advent of the Stays. |
| 60. | Following the implementation of legislation enabling provincial governments to recover health-care costs directly from tobacco manufacturers, 10 actions for recovery of health-care costs arising from the treatment of smoking and health-related diseases have been brought. These proceedings name various Group companies as defendants, including the UK Companies and Imperial as well as the RJR Companies. Pursuant to the terms of the 1999 sale of RJRT’s international tobacco business to Japan Tobacco Incorporated (JTI), JTI has agreed to indemnify RJRT for all liabilities and obligations (including litigation costs) arising in respect of the Canadian recoupment actions. Subject to a reservation of rights, JTI has assumed the defence of the RJR Companies in these actions. |
| 61. | The 10 cases were proceeding in British Columbia, New Brunswick, Newfoundland and Labrador, Ontario, Quebec, Manitoba, Alberta, Saskatchewan, Nova Scotia and Prince Edward Island. The enabling legislation is in force in all 10 provinces. In addition, legislation has received Royal Assent in two of the three territories in Canada, but has yet to be proclaimed into force. |
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| Canadian province | Act pursuant to which Claim was brought |
Companies named as Defendants |
Current stage | |||
| British Columbia | Tobacco Damages and Health Care Costs Recovery Act 2000 | Imperial
Investments
Industries
Carreras Rothmans Limited
RJR Companies
Other former Rothmans Group companies
All have been served.
|
The defences of Imperial, Investments, Industries, Carreras Rothmans Limited and the RJR Companies have been filed, and document production and discoveries were ongoing. On 13 February 2017 the province delivered an expert report dated October 2016, quantifying its damages in the amount of CAD$118 billion (approximately £67 billion). No trial date has been set. The federal government is seeking CAD$5 million (approximately £3 million) jointly from all the defendants in respect of costs pertaining to the third-party claim, now dismissed.
| |||
| New Brunswick | Tobacco Damages and Health Care Costs Recovery Act 2006 | Imperial, the UK Companies and RJR Companies have all been named as defendants and served. | The defences of Imperial, the UK Companies and the RJR Companies have been filed and document production and discoveries are substantially complete. The most recent expert report filed by the Province estimated a range of damages between CAD $11.1 billion (approximately £6.3 billion) and CAD $23.2 billion (approximately £13.3 billion), including expected future costs. Following a motion to set a trial date, the New Brunswick Court of Queen’s Bench ordered that the trial commence on 4 November 2019. On 7 March 2019, the New Brunswick Court of Queen’s Bench released a decision which requires the Province to produce a substantial amount of additional documentation and data to the defendants. As a result, the original trial date of 4 November 2019 would have been delayed. No new trial date has been set.
| |||
| Ontario | Tobacco Damages and Health Care Costs Recovery Act 2009 | Imperial, the UK Companies and the RJR Companies have all been named as defendants and served. | The defences of Imperial, the UK Companies and the RJR Companies have been filed. The parties completed significant document production in the summer of 2017 and discoveries commenced in the autumn of 2018. On 15 June 2018, the province delivered an expert report quantifying its damages in the range of CAD$280 billion (approximately £161 billion) – CAD$630 billion (approximately £362 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 £190 billion). On 31 January 2019, the Province delivered a further expert report claiming an additional amount between CAD $9.4 billion (approximately £5.4 billion) and CAD$10.9 billion in damages (approximately £6.3 billion) in respect of ETS. No trial date has been set.
| |||
| Newfoundland and Labrador | Tobacco Health Care Costs Recovery Act 2001 | Imperial, the UK Companies and the RJR Companies have all been named as defendants and served. | The case is at an early case management stage. The defences of Imperial, the UK Companies and the RJR Companies have been filed and the province began its document production in March 2018. Damages have not been quantified by the province. No trial date has been set.
| |||
| Saskatchewan | Tobacco Damages and Health Care Costs Recovery Act 2007 | Imperial, the UK Companies and the RJR Companies have all been named as defendants and served. | This case is at an early case management stage. The defences of Imperial, the UK Companies and the RJR Companies have been filed and the province has delivered a test shipment of documents. Damages have not been quantified by the province. No trial date has been set. | |||
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| Manitoba | Tobacco Damages Health Care Costs Recovery Act 2006 | Imperial, the UK Companies and RJR Companies have all been named as defendants and served. | This case is at an early case management stage. The defences of Imperial, the UK Companies and the RJR Companies have been filed and document production commenced. Damages have not been quantified by the province. No trial date has been set.
| |||
| Alberta | Crown’s Right of Recovery Act 2009 | Imperial, the UK Companies and RJR Companies have all been named as defendants and served. | This case is at an early case management stage. The defences of Imperial, the UK Companies and the RJR Companies have been filed and the province commenced its document production. The province has stated its claim to be worth CAD$10 billion (approximately £5.7 billion). No trial date has been set.
| |||
| Quebec | Tobacco Related Damages and Health Care Costs Recovery Act 2009 | Imperial, Investments, Industries, the RJR Companies and Carreras Rothmans Limited have been named as defendants and served. | The case is at an early case management stage. The defences of Imperial, Investments, Industries, Carreras Rothmans Limited and the RJR Companies have been filed. Motions over admissibility of documents and damages discovery have been filed but not heard. The province is seeking CAD$60 billion (approximately £34.5 billion). No trial date has been set.
| |||
| Prince Edward Island | Tobacco Damages and Health Care Costs Recovery Act 2009 | Imperial, the UK Companies and RJR Companies have all been named as defendants and served. | This case is at an early case management stage. The defences of Imperial, the UK Companies and the RJR Companies have been filed and the next step was expected to be document production, which the parties deferred for the time being. Damages have not been quantified by the province. No trial date has been set.
| |||
| Nova Scotia | Tobacco Health Care Costs Recovery Act 2005 | Imperial, the UK Companies and RJR Companies have all been named as defendants and served. | This case is at an early case management stage. The defences of Imperial, the UK Companies and the RJR Companies have been filed. The province provided a test document production in March 2018. Damages have not been quantified by the province. No trial date has been set. |
Nigeria
| 62. | British American Tobacco (Nigeria) Limited (BAT Nigeria), the Company and Investments have been named as defendants in a medical reimbursement action by the federal government of Nigeria, filed on 6 November 2007 in the Federal High Court, and in similar actions filed by the Nigerian states of Kano (9 May 2007), Oyo (30 May 2007), Lagos (13 March 2008), Ogun (26 February 2008), and Gombe (17 October 2008) commenced in their respective High Courts. In the five cases that remain active, the plaintiffs seek a total of approximately 10.6 trillion Nigerian naira (approximately £18.5 billion) in damages, including special, anticipatory and punitive damages, restitution and disgorgement of profits, as well as declaratory and injunctive relief. |
| 63. | The suits claim that the state and federal government plaintiffs incurred costs related to the treatment of smoking-related illnesses resulting from allegedly tortious conduct by the defendants in the manufacture, marketing, and sale of tobacco products in Nigeria, and assert that the plaintiffs are entitled to reimbursement for such costs. The plaintiffs assert causes of action for negligence, negligent design, fraud and deceit, fraudulent concealment, breach of express and implied warranty, public nuisance, conspiracy, strict liability, indemnity, restitution, unjust enrichment, voluntary assumption of a special undertaking, and performance of another’s duty to the public. |
| 64. | The Company and Investments have made a number of challenges to the jurisdiction of the Nigerian courts. Such challenges are still pending (on appeal) against the federal government and the states of Lagos, Kano, Gombe and Ogun. The underlying cases are stayed or adjourned pending the final outcome of these jurisdictional challenges. In the state of Oyo, on 13 November 2015, and 24 February 2017, respectively, the Company’s and Investments’ jurisdictional challenges were successful in the Court of Appeal and the issuance of the writ of summons was set aside. |
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South Korea
| 65. | In April 2014, Korea’s National Health Insurance Service (NHIS) filed a healthcare recoupment action against KT&G (a Korean tobacco company), PM Korea and BAT Korea (including BAT Korea Manufacturing). The NHIS is seeking damages of roughly 54 billion Korean Won (approximately £36.3 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. |
Brazil
| 66. | On 21 May 2019, the Federal Attorney’s Office (AGU) in Brazil filed an action in the Federal Court of Rio Grande do Sul against the Company, the BAT Group’s Brazilian subsidiary Souza Cruz LTDA (Souza Cruz), Philip Morris International, Philip Morris Brazil Indústria e Comércio LTDA and Philip Morris Brasil S/A, asserting claims for medical reimbursement for funds allegedly expended by the federal government as public health care expenses to treat 26 tobacco-related diseases over the last five years and that will be expended in perpetuity during future years, including diseases allegedly caused both by cigarette smoking and exposure to ETS. The action includes a claim for moral damages allegedly suffered by Brazilian society to be paid into a public welfare fund. The action is for an unspecified amount of monetary compensation, as the AGU seeks a bifurcated action in which liability would be determined in the first phase followed by an evidentiary phase to ascertain damages. |
| 67. | On 19 July 2019, the trial court ordered that service of the action on the Company be effected via service on Souza Cruz. On 6 August 2019, Souza Cruz refused to receive service on behalf of the Company due to Souza Cruz’s lack of power to receive the summons on behalf of the Company and such refusal was attached to the case files on 9 August 2019. On 7 August 2019, Souza Cruz was served with the complaint by the AGU and Souza Cruz’s acknowledgement of service was attached to the case files on 12 August 2019. |
| 68. | On 19 August 2019, Souza Cruz filed an interlocutory appeal challenging the 19 July 2019 trial court order permitting the AGU to effect service on the Company by serving Souza Cruz and requesting a stay of the proceedings until the appeal is decided. Souza Cruz also appealed the fact that several documents attached to the AGU’s complaint are in English, without proper translation, and it also appealed the very short term of 30 days for the defendants to prepare their defences. |
| 69. | On 20 August 2019, Souza Cruz informed the trial court about the appeal and the trial court entered an order, which ordered the closure of the online system preventing the parties from submitting any petition so that no prejudice would be caused to the defendants and permitted the AGU, within 15 days of its notification, to respond to the argument that the service of a foreign defendant via its Brazilian subsidiary constituted improper service. On 21 August 2019, the substitute reporting judge of the appellate court, having been notified that the trial court judge had in the meantime issued a new decision (thereby revoking the previous decision), ruled that the appeal filed had therefore been rendered moot. The AGU filed its submission in the trial court on 19 September 2019, and Souza Cruz filed a reply submission on 25 September 2019. Souza Cruz reported on 4 February 2020 that the trial court ruled that service of the Company via its Brazilian subsidiary constituted proper service, denied the request for additional time to file defences, denied the request to have the foreign language documents attached to the initial complaint fully translated into Portuguese, and ordered that defences be filed within 30 business days. On 18 February 2020, Souza Cruz filed an interlocutory appeal (including a request to stay the deadline to file defences). On 12 March 2020, the court denied the request for a stay. On 11 May 2020, the Company filed a petition to intervene in Souza Cruz’s interlocutory appeal. On 17 June 2020, AGU filed its opposition to Souza Cruz’s interlocutory appeal. The Company filed a reply submission on 8 July 2020. On 15 July 2020, the court denied the interlocutory appeal. Souza Cruz and the Company submitted on 6 August 2020 requests for clarification of this appellate decision, which requests remain pending. Souza Cruz and the Company filed their respective defences on 12 May 2020. On 19 May 2020, a notice was sent to the Public Prosecutor’s Office (MPF) regarding the AGU’s request that the MPF join the action as a plaintiff. The MPF, in its response filed 10 July 2020, rejected the AGU’s request, and declined to join the action as party, but will act as an ‘inspector of the law’, which enables MPF to express its opinion on matters in the case. The judge so far has not opened up the term for the AGU to reply to the defences presented. |
(b) Class Actions
Brazil
| 70. | In 1995, the Associação de Defesa da Saúde do Fumante class action was filed against Souza Cruz and Philip Morris in the São Paulo Lower Civil Court alleging that the defendants are liable to a class of smokers and former smokers for failing to warn of cigarette addiction. The case was stayed in 2004 pending the defendants’ appeal from a decision issued by the Lower Civil Court that held that the defendants had not met their burden of proving that cigarette smoking was not addictive or harmful to health. |
| 71. | On 12 November 2008, the São Paulo Court of Appeals overturned the lower court’s unfavourable decision of 2004, returning the case to the lower court for production of evidence and a new judgment. Following production of evidence, |
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| on 16 May 2011, the lower court granted Souza Cruz’s motion to dismiss the action in its entirety on the merits. The plaintiffs’ appeal to the Sao Paolo Court of Appeals was unsuccessful. The plaintiffs then filed a Special Appeal to the Superior Court of Justice, which was rejected under procedural grounds on 20 February 2017. The plaintiffs filed an appeal of the rejection in the Superior Court of Justice on 15 March 2017. On 8 May 2020, this appeal was rejected and plaintiffs filed a further appeal that was in turn rejected on 28 August 2020. Plaintiffs filed no further appeal and the Superior Court of Justice certified the decision in favour of defendants on 22 September 2020, which closed the case. |
Canada
| 72. | As noted above, on 1 March 2019 the Quebec Court of Appeal handed down a judgment which largely upheld and endorsed the lower court’s previous decision in two Quebec Class Actions, as further described below. Imperial’s share of the judgment is approximately CAD $9.2 billion (approximately £5.3 billion). As a result of this judgment, there were attempts by the Quebec plaintiffs to obtain payment out of the CAD $758 million (approximately £436 million) on deposit with the court. JTI-MacDonald Corp (a co-defendant in the cases) filed for creditor protection under the CCAA on 8 March 2019. A court order to stay all tobacco litigation in Canada against all defendants (including the RJR Companies) until 4 April 2019 was obtained, and the need for a mediation process to resolve all the outstanding litigation across the country was recognized. On 12 March 2019 Imperial filed for protection under the CCAA. In its application Imperial asked the Ontario Superior Court to stay all pending or contemplated litigation against Imperial, certain of its subsidiaries and all other Group companies that were defendants in the Canadian tobacco litigation, including the UK Companies. On 22 March 2019, Rothmans, Benson & Hedges Inc. also filed for CCAA protection and obtained a stay of proceedings (together with the other two stays, the Stays). The Stays are currently in place until 31 March 2021. 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. |
| 73. | The below represents the state of the referenced litigation as at the advent of the Stays. |
| 74. | There are 11 class actions being brought in Canada against Group companies. |
| 75. | 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. |
| 76. | 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 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. |
| 77. | Growers’ Class Action: in December 2009, Imperial was served with a proposed class action filed by Ontario tobacco farmers and the Ontario Flue-Cured Tobacco Growers’ Marketing Board. The plaintiffs allege that Imperial and the Canadian subsidiaries of Philip Morris International and JTI failed to pay the agreed domestic contract price to the growers used in products manufactured for the export market and which were ultimately smuggled back into Canada. JTI has sought indemnification pursuant to the JTI Indemnities (discussed below at paragraphs 137-138). The plaintiffs seek damages in the amount of CAD$50 million (approximately £29 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. |
| 78. | Quebec Class Actions: there are currently two class actions in Quebec. On 21 February 2005, the Quebec Superior Court granted certification in two class actions against Imperial and two other domestic manufacturers. The court certified two classes, with the class definitions being revised in the judgment rendered 27 May 2015. One class consists of residents of Quebec who (a) smoked before 20 November 1998 at least 12 pack years of cigarettes manufactured by the defendants; and (b) were diagnosed before 12 March 2012 with: lung cancer, or cancer (squamous cell carcinoma) of the throat, or emphysema. The group also includes the heirs of persons deceased after 20 November 1998 who meet the criteria described above. The second consists of residents of Quebec who, as of 30 September 1998, were addicted to nicotine contained in cigarettes and who in addition meet the following three criteria: (a) they started smoking before 30 September 1994 by smoking cigarettes manufactured by the defendants; (b) between 1 September and 30 September 1998 they smoked on average at least 15 cigarettes manufactured by the defendants on a daily basis; and (c) they still smoked an average of at least 15 cigarettes manufactured by the defendants as of 21 February 2005, or until their death if it occurred before that date. The group also includes the heirs of members who meet the criteria described above. Pursuant to the judgment, the plaintiffs were awarded damages and interest against Imperial and the Canadian subsidiaries of Philip Morris International and JTI in the amount of CAD$15.6 billion (approximately £8.9 billion), most of which was on a joint and several basis, of which Imperial’s share was CAD$10.4 billion (approximately £5.9 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 £650 million), of which Imperial’s share was approximately CAD$742 million |
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| (approximately £426 million). This order was subsequently overturned by the Court of Appeal. Following the cancellation of the order for provisional execution, the plaintiffs filed a motion against Imperial and one other manufacturer seeking security in the amount of CAD $5 billion (approximately £2.9 billion) to guarantee, in whole or in part, the payment of costs of the appeal and the judgment. On 27 October 2015, the Court of Appeal ordered the parties to post security in the amount of CAD$984 million (approximately £565 million), of which Imperial’s share was CAD$758 million (approximately £436 million). The security was paid in seven equal quarterly instalments of just over CAD$108 million (approximately £62 million) between 31 December 2015 and 30 June 2017. The appeal was heard in November 2016. On 1 March 2019, the trial judgment was upheld by a unanimous decision of the five-member panel of the Court of Appeal, with one exception being an amendment to the original interest calculation applied to certain portions of the judgment. The interest adjustment has resulted in the reduction of the total maximum award in the two cases to CAD $13.7 billion (approximately £7.9 billion) as of 1 March 2019, with Imperial’s share being reduced to approximately CAD $9.2 billion (approximately £5.2 billion). The Court of Appeal also upheld the payment of the initial deposits into the defendants’ solicitors’ trusts account within 60 days, totalling approximately CAD $1.13 billion (approximately £649 million), of which Imperial’s share was recalculated by the Court of Appeal as CAD $759 million (approximately £436 million). Imperial has already paid CAD $758 million (approximately £436 million) into court as security for the judgment. |
| 79. | 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). |
| 80. | 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. No date has been set in these cases with respect to the certification motion hearing. There are service issues in relation to Imperial and the UK Companies in Alberta and in relation to the UK Companies in Manitoba. |
| 81. | In June 2010, two further smoking and health class actions were filed in British Columbia against various Canadian and non-Canadian tobacco-related entities, including Imperial, the UK Companies and the RJR Companies. The Bourassa claim is allegedly on behalf of all individuals who have suffered chronic respiratory disease and the McDermid claim proposes a class based on heart disease. Both claims state that they have been brought on behalf of those who have ‘smoked a minimum of 25,000 cigarettes’. The UK Companies, Imperial, the RJR Companies and other defendants objected to jurisdiction. Subsequently, the Company, Carreras Rothmans Limited and Ryesekks p.l.c. were released from Bourassa and McDermid. Imperial, Industries, Investments and the RJR Companies remain as defendants in both actions. The plaintiffs did not serve their certification motion materials and no date for a certification motion was set. |
| 82. | 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
| 83. | 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
| 84. | As at 31 December 2020, the jurisdictions with the most active individual cases against Group companies were, in descending order: Brazil (31), Italy (14), Chile (8), Canada (6), Argentina (5) and Ireland (2). There were a further two jurisdictions with one active case only. Out of the 68 active individual tobacco related personal injury claims, one case in Argentina (Baldassare) received an unfavourable verdict as at 31 December 2020. In that case, a first instance judgment, issued on 28 December 2020, awarded damages to the plaintiff in the amount of ARS 685,976 (approximately £6,000) in compensatory damages and ARS 2,500,000 (approximately £22,000) in punitive damages (plus interest). This judgment is subject to appeal. |
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Non-Tobacco Related Litigation
Vuse Litigation
| 85. | On 15 May 2020, four public school districts in the State of Illinois (Peoria Public Schools District 150, Hall Township High School District 502, Marion Community School District 2, and La Moille Community Unit School District 303) filed a putative class action complaint in California federal court, individually and on behalf of all similarly situated school districts in Illinois, against Reynolds American, RJR Vapor, the Company, Lorillard LLC and LOEC, Inc., as well as against JUUL Labs Inc., Altria Group Inc., Altria Client Services Inc., Altria Group Distribution Company, Nu Mark LLC, Nu Mark Innovations Ltd., Imperial Brands plc, Fontem Ventures BV, Fontem US Inc., and Walgreen Co. Plaintiffs have asserted several claims against Reynolds American, RJR Vapor, Lorillard LLC, and LOEC, Inc. and the Company, including claims of public nuisance alleging that the defendants negligently or intentionally marketed vapour products to students enrolled in the plaintiffs’ schools, as well as claims for negligence, misrepresentation, fraud, unjust enrichment and alleged violation of Illinois consumer fraud and trade practices statutes. The complaint was served on 13 July 2020 on Reynolds American, RJR Vapor, Lorillard LLC, and LOEC, Inc., and on 3 August 2020, Reynolds American, RJR Vapor, Lorillard LLC, and LOEC, Inc. moved for dismissal of the complaint for lack of personal jurisdiction, improper venue and failure to state a claim for relief. On 3 August 2020, the Company moved to dismiss the complaint for improper service and lack of personal jurisdiction. The case was assigned to a multi-district litigation proceeding that was consolidated for pre-trial purposes in October 2019 by the US JPML at the request of JUUL Labs Inc. On 13 August 2020, plaintiffs filed a notice of voluntary dismissal without prejudice, and the case was closed. |
| 86. | On 22 July 2020, Nicholas Bernston filed a personal injury action in the Northern District of Oklahoma against JUUL Labs Inc. (JUUL), Altria Client Services, LLC, RJR Vapor, Reynolds American, and others. The complaint seeks damages for personal injuries (including pneumonia and acute respiratory failure) allegedly resulting from vaping on several theories, including strict liability, negligence, and breach of implied warranty of merchantability. On 24 July 2020, JUUL notified the JPML that this case could be a potential tag-along in the JUUL MDL. On 5 August 2020, the Judicial Panel on Multidistrict Litigation entered a conditional transfer order transferring the case to the Northern District of California. That order became effective on 12 August 2020, and this case now is a member case in the JUUL multidistrict litigation (MDL). On 13 October 2020, RJR Vapor and Reynolds American moved to dismiss the complaint or, in the alternative, for a stay or a suggestion of remand to the Northern District of Oklahoma. On 16 October 2020, the MDL court issued an order staying those motions to dismiss. The case will remain pending against Reynolds American and RJR Vapor, but they will not be subject to discovery or other pretrial obligations absent further order from the court. |
Croatian Distributor Dispute
| 87. | 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. |
BAT/Reynolds American Inc. Shareholder Litigation
| 88. | Following the Company’s acquisition of the remaining 57.8% of Reynolds American in July 2017, pursuant to North Carolina law, under which Reynolds American was incorporated, a number of Reynolds American shareholders dissented and asserted their rights to a judicial appraisal of the value of their Reynolds American stock. On 29 November 2017, Reynolds American filed a Complaint for Judicial Appraisal in state court in North Carolina against 20 dissenting shareholders holding an aggregate of approximately 9.65 million shares. The complaint asked the court to determine the fair value of the dissenting shareholders’ shares in Reynolds American and any accrued interest. A trial was held in June 2019, at which the dissenters sought US$92.17 per share plus interest. On 27 April 2020, the court issued its final judgment upholding Reynolds American’s proposed valuation of $59.64 per share and concluding that no further payment is due to the dissenters for their shares. Dissenting shareholders holding an aggregate of approximately 6.52 million shares filed a notice of appeal to the North Carolina Supreme Court on 21 May 2020, and briefing of the appeal concluded on 14 December 2020. |
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Patents Litigation
| 89. | 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. |
| 90. | 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 £708,000). The PMI affiliate has also filed a request for injunction with respect to the glo device. BAT Japan denies infringement and is challenging the validity of the two PMI affiliate’s Japanese patents. |
| 91. | Fuma International LLC (Fuma) filed two separate patent infringement complaints in the US District Court for the Middle District of North Carolina against RJR Vapor on 6 March 2019 and 2 July 2019, each alleging that Vuse Solo and Vuse Ciro products infringe a patent. The two complaints were consolidated into a single proceeding involving both asserted Fuma patents. Fuma seeks monetary damages in an amount ranging from US$64.0 million (approximately £47 million) to US$135.4 million (approximately £99 million) (which the Court may (but is not obligated to) increase up to 3x the actual damages awarded should RJR Vapor be found to have wilfully infringed) and an injunction. RJR Vapor filed its answer, affirmative defences and declaratory judgment counterclaim for patent unenforceability based on inequitable conduct on 26 July 2019. RJR Vapor’s inequitable conduct counterclaim was dismissed by the Court on 6 March 2020. The Court issued its claim construction order on 23 March 2020, which is consistent with RJR Vapor’s non-infringement positions for Vuse Ciro and Vuse Solo products. The first court ordered mediation session was held on 23 January 2020 and a second was held on 30 October 2020. Dispositive motions were filed on 20 October 2020 (Fuma moved for summary judgment of infringement and RJR Vapor moved for summary judgment of non-infringement). Briefing on the summary judgment motions was completed on 25 November 2020. |
| 92. | On 9 April 2020, Nicoventures Trading Limited (Nicoventures) commenced an action in the England and Wales High Court (Patents Court) against Philip Morris Products S.A. (PMP) for revocation against three divisional patents in the same family, of which PMP is the proprietor (a further divisional patent in the same family was added into the revocation action on 9 July 2020). On 12 May 2020 PMP filed its defence together with a counterclaim for patent infringement against Nicoventures and Investments concerning prototype examples or production samples of certain ‘glo’ tobacco heating devices. PMP are seeking an injunction, an order for delivery up or a destruction upon oath of all infringing articles, and either an account of profits or damages on commercial sales (and interest thereon). On 12 June 2020, Nicoventures and Investments filed their defence to the counterclaim. The trial of this action will take place in the week commencing 17 May 2021. |
| 93. | On 28 May 2020 Altria Client Services LLC and U.S. Smokeless Tobacco Company LLC commenced proceedings against RJR Vapor before the US 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 that adds Modoral Brands, Inc. as a defendant with respect to the Velo product claims. The plaintiffs have sought damages but have not to date sought preliminary or permanent injunctions. RJR Vapor has responded to the complaint. Pleadings are closed, and fact discovery is proceeding. The parties have agreed on a mediator, but have not set a date for mediation. The court issued a scheduling order on 28 October 2020. Significant dates in that order include a claim construction hearing tentatively set for the week of 22 March 2021 and the close of fact discovery on 23 June 2021. No trial date has been set. |
| 94. | On 9 April 2020, RAI Strategic Holdings, Inc. and RJR Vapor commenced an action in the US 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 US 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 US Patent Office regarding whether to proceed with the IPRs. At the time of the stay, fact and expert discovery was ongoing and was scheduled to conclude 26 January 2021. If the stay is lifted, fact and expert discovery will resume and it is expected that the date for close of fact and expert discovery will be rescheduled based on the date the stay is lifted (i.e., approximately 8 weeks after the date the stay is lifted). On 13 January 2021, the USPTO instituted one of the IPRs. The parties submitted a joint status report on 19 January 2021. On 20 January 2021, Philip Morris filed a motion to lift the stay solely as to the counterclaims against RJRV; RJRV is opposing Philip Morris’s motion and filed its opposition on 28 January 2021. |
| 95. | 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 trial of this action will take place on 15 June 2021. |
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| 96. | 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 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. |
Mozambican IP Litigation
| 97. | On 19 April 2017, Sociedade Agrícola de Tabacos, Limitada (SAT) (a BAT Group company in Mozambique) filed a complaint to the National Inspectorate for Economic Activities (INAE), the government body under the Ministry of Industry and Trade, regarding alleged infringements of its registered trademark (GT) by GS Tobacco SA (GST). INAE subsequently seized the allegedly infringing products (GS cigarettes) and fined and ordered GST to discontinue manufacturing products that could infringe SAT’s intellectual property rights. Following INAE’s decision, in July 2017 and March 2018, SAT sought damages via the Judicial Court of Nampula, from GST in the amount of and equivalent to £573,000 as well as a permanent restraint order in connection with the manufacturing and selling of the allegedly infringing products. The Judicial Court of Nampula (Tribunal Judicial de Nampula) granted the order on an interim basis on 7 August 2017. After hearing the parties, on 5 September 2017, the court found that no alleged infringement by GST had occurred and removed the interim restraint order, this decision was appealed by SAT and is currently pending a decision. GST filed an application for review against INAE’s initial decision directly to the Minister of Trade and Industry, which reversed the decision of INAE. On 31 December 2018, SAT was notified of GST’s counterclaim against SAT at the Judicial Court of Nampula for damages allegedly sustained as a result of SAT’s complaint to INAE (and INAE’s decision). GST is seeking damages in the amount equivalent to £190 million. On 31 January 2019 SAT filed a formal response to the counterclaim. GST was notified on 28 February 2019 to file a response to our formal response to the counterclaim and the judge scheduled the preliminary hearing for 14 March 2019. This hearing was adjourned and was held on 2 April 2019, when the court heard arguments on the validity of SAT’s counterclaim. On 2 September 2019, SAT received notification of an order which provided that (i) SAT’s claim had been dismissed by the court; and (ii) the GST counterclaim would proceed to trial. On 9 September 2019 SAT responded to the order by appealing the dismissal of the SAT claim. Additionally, SAT made an interlocutory application in the counterclaim proceedings to challenge certain questions posed by the judge, on the basis that the responses may be used as evidence at trial. |
Malawi Group Action
| 98. | 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 Company and GLP intend vigorously to defend the claim. |
Qatar Customs Authority Claims
| 99. | On 12 November 2020, British American Tobacco Middle East W.L.L (formerly British American Tobacco Middle East SPC) (BATME), along with its distributor in Qatar, Ali Bin Ali Establishment (ABA), filed a case before the Qatar Court of First Instance which challenges a decision of the Qatar Customs Authority dated 16 August 2020 ordering ABA to pay a total amount of QAR 160,531,588 (approximately £33 million) in customs duties and penalties in relation to 27 consignments of cigarettes imported into Qatar by ABA. BAT ME’s potential liability in respect of the foregoing amounts arises from certain contractual arrangements with ABA. BAT ME and ABA strongly assert that the additional customs duty and penalties imposed by the Qatar Customs Authority are inconsistent with the customs law of the GCC. The case is in the very early stages, and the Qatar Customs Authority has not yet filed its pleading in response to the claim. |
Saudi Arabia Customs Claim
| 100. | 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 £410 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. |
Rentko Asbestos Action
| 101. | On 15 January 2021, plaintiffs in an individual asbestos personal injury action (Rentko), originally filed 5 October 2020 in the New York City Asbestos Litigation court, filed an amended complaint, which names as defendants the Company, BATUS Holdings, Inc., British American Tobacco (Brands), Inc., and RJRT, along with various other defendants. The amended complaint was served 20 January 2021 on BATUS Holdings, Inc. and British American Tobacco (Brands), Inc., and served 22 January 2021 on RJRT. The amended complaint alleges that one of the plaintiffs was exposed to the defendants’ asbestos and asbestos-contaminated talcum powder products, which allegedly caused her to develop |
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| mesothelioma, and asserts claims under state law, including for negligence, breach of warranty, product liability, negligent misrepresentation, fraudulent concealment, and civil conspiracy. A further amended complaint was filed on 27 January 2021, which names Reynolds American as a defendant as an alleged successor in interest to the Company, and which was served on Reynolds American on 5 February 2021. Plaintiffs seek unspecified compensatory and punitive damages jointly and severally against the defendants. |
Fox River
Background to environmental liabilities arising out of contamination of the Fox River:
| 102. | In Wisconsin, the authorities have identified potentially responsible parties (PRPs) to fund the clean-up of river sediments in the lower Fox River. The pollution was caused by discharges of Polychlorinated Biphenyls (PCBs) from paper mills and other facilities operating close to the river. Among the PRPs is NCR Corporation (NCR). |
| 103. | In NCR’s Form 10-K Annual Report for the year ended 31 December 2014, which is the most recent public source available, the total clean-up costs for the Fox River are estimated at US$825 million (approximately £603 million). This estimate is subject to uncertainties and does not include natural resource damages (NRDs). Total NRDs may range from US$0 to US$246 million (approximately £0 to £180 million). |
| 104. | Industries’ involvement with the environmental liabilities arises out of indemnity arrangements which it became party to due to a series of transactions that took place from the late-1970s onwards and subsequent litigation brought by NCR against Industries and Appvion Inc. (Appvion) (a former Group subsidiary) in relation to those arrangements which was ultimately settled. US authorities have never identified Industries as a PRP. |
| 105. | There has been a substantial amount of litigation in the United States involving NCR and Appvion regarding the responsibility for the costs of the clean-up operations. The US Government also brought enforcement proceedings against NCR and Appvion to ensure compliance with regulatory orders made in relation to the Fox River clean-up. This litigation has been settled through agreements with other PRPs and a form of settlement known as a Consent Decree with the US Government, approved by the District Court of Wisconsin on 23 August 2017. |
| 106. | The principal terms of that Consent Decree, in summary, are as follows: |
| a. | NCR is obliged to perform and fund all of the remaining Fox River remediation work by itself. |
| b. | The US Government enforcement proceedings were settled, with NCR having no liability to meet the US 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 US Government for NRDs. |
| c. | NCR ceased to pursue its contribution claims against the other PRPs and in return received contribution protection preventing other PRPs from pursuing their contribution claims against NCR and existing claims for contribution being dismissed by order of the Court. NCR does, however, have the right to reinstate its contribution claims if the other PRPs decide to continue to pursue certain contractual claims against NCR. |
| d. | Appvion also agreed to cease pursuance of claims against the other PRPs, subject to retention of the right to reinstate its claims if the other PRPs decide to continue to pursue certain claims against Appvion. |
| 107. | A Consent Decree between the US Government, P.H. Glatfelter and Georgia Pacific settling the allocation of costs on the Fox River was approved by the District Court in the Eastern District of Wisconsin on 14 March 2019. This Consent Decree concludes all existing litigation on the Fox River, following P.H. Glatfelter’s withdrawal of its appeal against the issuance of the Consent Decree as a term of the settlement. |
| 108. | In NCR’s Form 10-K Annual Report for the year ended 31 December 2019 NCR disclosed that, in November 2019, an arbitral tribunal had awarded US$10 million (approximately £7 million) to a remediation general contractor engaged by the LLC formed by NCR and Appvion to perform the clean-up operation of the Fox River. It further indicated that it expected its indemnitors and co obligors to bear responsibility for the majority of the award, estimating its own share as approximately one fourth of the award. |
Industries’ involvement with environmental liabilities arising out of the contamination of the Fox River:
| 109. | NCR has taken the position that, under the terms of a 1998 Settlement Agreement between it, Appvion and Industries, and a 2005 arbitration award, Industries and Appvion generally had a joint and several obligation to bear 60% of the Fox River environmental remediation costs imposed on NCR and of any amounts NCR has to pay in respect of other PRPs’ contribution claims. BAT has not acknowledged any such liability to NCR and has defences to such claims. Further, under the terms of the Funding Agreement (described below), any dispute between Industries and NCR as to the final amount of any NCR claim against Industries in respect of the Fox River (if any) can only be determined at the later of (i) the completion of Fox River remediation works or (ii) the final resolution and exhaustion of all possible appeals in proceedings brought against Sequana, PricewaterhouseCoopers LLP (PwC) and other former advisers. |
| 110. | Until May 2012, Appvion and Windward Prospects Limited (Windward) (another former Group subsidiary) had paid a 60% share of the clean-up costs. Industries was never required to contribute. Around that time, Appvion refused to continue to pay clean-up costs, leading to NCR demanding that Industries pay a 60% share. |
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| 111. | Industries commenced proceedings against Windward and Appvion in December 2011 seeking indemnification in respect of any liability it might have to NCR (the English Indemnity Proceedings) pursuant to a 1990 de-merger agreement between those parties. |
Funding Agreement of 30 September 2014
| 112. | On 30 September 2014, Industries entered into a Funding Agreement with Windward, Appvion, NCR and BTI 2014 LLC (BTI) (a wholly-owned subsidiary of Industries). Pursuant to the Funding Agreement, the English Indemnity Proceedings and a counterclaim Appvion had brought in those proceedings, as well as an NCR-Appvion arbitration concerning Appvion’s indemnity to NCR, were discontinued as part of an overall agreement between the parties providing a framework through which they would together fund the ongoing costs of the Fox River clean-up. Under the agreement, NCR has agreed to accept funding by Industries at the lower level of 50% of the ongoing clean-up related costs of the Fox River (rather than the 60% referenced above). This remains subject to an ability to litigate at a later stage the extent of Industries’ liability in relation to Fox River clean-up related costs (including in respect of the 50% of costs that Industries has paid under the Funding Agreement to date). In addition, Windward has contributed US$10 million (approximately £7 million) of funding and Appvion has contributed US$25 million (approximately £18 million) for Fox River and agreed to contribute US$25 million (approximately £18 million) for the Kalamazoo River (see further below). Appvion entered Chapter 11 bankruptcy protection on 1 October 2017. |
| 113. | The parties also agreed to cooperate in order to maximise recoveries from certain claims made against third parties, including (i) a claim commenced by Windward in the High Court of England & Wales (the High Court) against Sequana and the former Windward directors (the Windward Dividend Claim). That claim was assigned to BTI under the Funding Agreement, and relates to dividend payments made by Windward to Sequana of around €443 million (approximately £397 million) in 2008 and €135 million (approximately £121 million) in 2009 (the Dividend Payments) and (ii) a claim commenced by Industries directly against Sequana to recover the value of the Dividend Payments alleging that the dividends were paid for the purpose of putting assets beyond the reach of Windward’s creditors (including Industries) (the BAT section 423 Claim) (together, the Sequana Proceedings). |
| 114. | The Windward Dividend Claim and BAT section 423 Claim were heard together in the High Court, with judgment handed down on 11 July 2016. The court upheld the BAT section 423 Claim and, by way of a consequentials judgment dated 10 February 2017, ordered that Sequana pay to BTI an amount up to the full value of the 2009 Dividend plus interest, which equates to around US$185 million (approximately £135 million). The Court dismissed the Windward Dividend Claim. |
| 115. | The parties pursued cross appeals on the judgment, during which time Sequana was granted a stay in respect of the above payments. That stay was lifted in May 2017, three months after Sequana had entered into an insolvency process in France seeking court protection (the Sauvegarde). On 15 May 2019, the Nanterre Commercial Court made an order placing Sequana into formal liquidation proceedings (liquidation judiciaire). To date, Industries has not received any payments from Sequana. |
| 116. | On 6 February 2019 the Court of Appeal gave judgment upholding the High Court’s findings, with one immaterial change to the method of calculating the damages awarded. Sequana therefore remains liable to pay approximately US$185 million (approximately £135 million). Because of Sequana’s ongoing insolvency process, execution of that judgment is stayed. The Court of Appeal dismissed BTI’s appeal in relation to the Windward Dividend Claim. The Court of Appeal also dismissed Sequana’s application for permission to appeal the High Court’s costs order in favour of Industries. Sequana therefore remains liable to pay around £10 million in costs to Industries. |
| 117. | All parties to the appeal sought permission from the Court of Appeal for a further appeal to the UK Supreme Court. On 31 July 2019, BTI was granted permission to appeal to the Supreme Court. On the same day, the Supreme Court refused Sequana permission to appeal. The hearing of BTI’s appeal was listed to take place on 25 and 26 March 2020 but was adjourned because of the Covid-19 pandemic. The hearing is now listed to take place on 4 and 5 May 2021. |
| 118. | BTI has brought claims against certain of Windward’s former advisers, including Windward’s auditors at the time of the dividend payments, PwC (which claims were also assigned to BTI under the Funding Agreement). The claim had been stayed pending the outcome of the Sequana Proceedings. Once that stay was lifted, PwC applied to strike-out BTI’s claim. A hearing of this application took place in October 2019. On 15 November 2019, the court dismissed PwC’s application. The court granted PwC permission to appeal in respect of part of its dismissal of the application and the hearing of that appeal was heard by the Court of Appeal on 27 and 28 October 2020. On 11 January 2021, the Court of Appeal handed down judgment dismissing PwC’s appeal. The Court of Appeal also refused PwC’s application for permission to appeal to the Supreme Court and made an order requiring PwC to file its Defence within two months of 11 January 2021. PWC has subsequently applied directly to the Supreme Court for permission to appeal the Court of Appeal’s decision. |
| 119. | An agreed stay is also in place in respect of BTI’s separate assigned claim against Freshfields Bruckhaus Deringer. |
| 120. | The sums Industries has agreed to pay under the Funding Agreement are subject to ongoing adjustment, as clean-up costs can only be estimated in advance of the work being carried out and as certain sums payable are the subject of ongoing US litigation. In 2019, Industries paid £32 million in respect of clean-up costs and is potentially liable for further costs associated with the clean-up. From January through December 2020, Industries paid £2 million. Industries has a provision of £70 million which represents the current best estimate of its exposure – see note 20. |
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Kalamazoo
| 121. | NCR is also being pursued by Georgia-Pacific, a designated PRP in respect of the Kalamazoo River in Michigan, in relation to remediation costs caused by PCBs released into that river. |
| 122. | On 26 September 2013, the Michigan Court held that NCR was liable as a PRP on the basis that it had arranged for the disposal of hazardous material for the purposes of the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA). |
| 123. | The second phase of the Kalamazoo trial to determine the apportionment of liability amongst PRPs took place between September and December 2015. On 29 March 2018, Judge Jonker ordered that NCR pay 40% of Georgia-Pacific past costs (around US$22 million (approximately £16 million)). The question of future remediation costs was not determined. |
| 124. | The parties commenced appeal proceedings against the judgment in July 2018. NCR also agreed an appeal bond with Georgia-Pacific to prevent enforcement of the judgment while it remained subject to appeal. |
| 125. | It is anticipated that NCR will look to Industries to pay 60% of any sums it becomes liable to pay to Georgia-Pacific on the basis, it would be asserted, that the river constitutes a ‘Future Site’ for the purposes of the Settlement Agreement. The Funding Agreement described above does not resolve any such claims, but does provide an agreed mechanism pursuant to which any surplus from the valuable recoveries of any third-party claims that remains after all Fox River related clean-up costs have been paid and Industries and NCR have been made whole may be applied towards Kalamazoo clean-up costs, in the event that NCR were to be successful in any claim for a portion of them from Industries or Appvion (subject to Appvion’s cap, described below). Industries has defences to any claims made by NCR in relation to the Kalamazoo River. No such claims have been made against Industries. |
| 126. | Industries also anticipates that NCR may seek to recover from Appvion (subject to a cap of US$25 million (approximately £18 million)) for ‘Future Sites’ under the Funding Agreement. The basis of the recovery would be the same as any demand NCR may make on Industries. Appvion entered Chapter 11 bankruptcy protection on 1 October 2017. The effect of the Chapter 11 proceedings on Appvion’s liability for Future Sites payments under the Funding Agreement is currently uncertain. |
| 127. | On 11 December 2019, NCR announced that it had entered into a Consent Decree with the US Government and the State of Michigan, pursuant to which it assumed liability for certain remediation work at the Kalamazoo River. This Consent Decree was approved by the District Court for the Western District of Michigan on 2 December 2020. The payments to be made on the face of the Consent Decree in respect of such work total approximately US$245 million (approximately £179 million). The Consent Decree also provides for the withdrawal of NCR’s appeal against Georgia-Pacific, and payment by NCR of the outstanding judgment against it of approximately US$20 million (approximately £15 million) to Georgia-Pacific. |
| 128. | The quantum of the clean-up costs for the Kalamazoo River is presently unclear. It may well exceed the amounts which are payable on the face of the Consent Decree. |
| 129. | As detailed above, Industries is taking active steps to protect its interests, including seeking to procure the repayment of the Windward dividends, pursuing the other valuable claims that are now within its control, and working with the other parties to the Funding Agreement to maximise recoveries from third parties with a view to ensuring that amounts funded towards clean-up related costs are later recouped under the agreed repayment mechanisms under the Funding Agreement. |
Other environmental matters
| 130. | Reynolds American and its subsidiaries are subject to federal, state and local environmental laws and regulations concerning the discharge, storage, handling and disposal of hazardous or toxic substances. Such laws and regulations provide for significant fines, penalties and liabilities, sometimes without regard to whether the owner or operator of the property or facility knew of, or was responsible for, the release or presence of hazardous or toxic substances. In addition, third parties may make claims against owners or operators of properties for personal injuries and property damage associated with releases of hazardous or toxic substances. In the past, RJRT has been named a PRP with third parties under CERCLA with respect to several superfund sites. Reynolds American and its subsidiaries are not aware of any current environmental matters that are expected to have a material adverse effect on the business, results of operations or financial position of Reynolds American or its subsidiaries. |
Criminal investigations
| 131. | The Group has been investigating, and is aware of governmental authorities’ investigations into, allegations of misconduct. The Group is cooperating with the authorities’ investigations, including the DOJ and OFAC in the United States, which are conducting an investigation into suspicions of breach of sanctions. In January 2021 the Group was informed that the investigation by UK’s Serious Fraud Office (the SFO) into suspicions of corruption in the conduct of business by Group companies and associated persons had been closed. The SFO stated that it would continue to offer assistance to the ongoing investigations of other law enforcement partners. |
| 132. | The potential for fines, penalties or other consequences cannot currently be assessed. As the investigations are ongoing, it is not yet possible to identify the timescale in which these matters might be resolved. |
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Closed litigation matters
| 133. | The following matters on which the Company reported in the contingent liabilities and financial commitments note 27 to the Company’s 2019 financial statements have been dismissed, concluded or resolved as noted below: |
| Matter
|
Jurisdiction
|
Companies named as Defendants
|
Description
|
Disposition
| ||||
| Vuse Litigation (Whatcom County) | USA | Reynolds American, RJR Vapor, the Company, Lorillard LLC and LOEC Inc. | Public Nuisance | Voluntary dismissal by plaintiff | ||||
| Cyprus competition investigation | Cyprus | B.A.T. (Cyprus) Ltd | Investigation | Investigation ended without liability to B.A.T. (Cyprus) Ltd |
General Litigation Conclusion
| 134. | While it is impossible to be certain of the outcome of any particular case or of the amount of any possible adverse verdict, the Group believes that the defences of the Group’s companies to all these various claims are meritorious on both the law and the facts, and a vigorous defence is being made everywhere. |
| 135. | As indicated above, on 1 March 2019 the Quebec Court of Appeal released its appeal judgment. The trial judgment was largely upheld by a unanimous decision of the five-member panel including the requirement that the defendants deposit the initial deposits in their solicitors’ trust accounts within 60 days. This is the only executory aspect of the judgment. In these circumstances we are of the view that it is more likely than not that there will be an outlay and it is reasonably estimable at CAD $758 million (approximately £436 million), the amount of the initial deposit paid into court. If further adverse judgments are entered against any of the Group’s companies in any case, avenues of appeal will be pursued. Such appeals could require the appellants to post appeal bonds or substitute security (as has been necessary in Quebec) in amounts which could in some cases equal or exceed the amount of the judgment. At least in the aggregate, and despite the quality of defences available to the Group, it is not impossible that the Group’s results of operations or cash flows in any particular period could be materially adversely affected by the impact of a significant increase in litigation, difficulties in obtaining the bonding required to stay execution of judgments on appeal, or any final outcome of any particular litigation. |
| 136. | Having regard to all these matters, with the exception of the Quebec Class Actions, Fox River and certain Engle progeny cases identified above, the Group does not consider it appropriate to make any provision in respect of any pending litigation because the likelihood of any resulting material loss, on an individual case basis, is not considered probable and/or the amount of any such loss cannot be reasonably estimated. Notwithstanding the negative decision in the Quebec Class Actions, the Group does not believe that the ultimate outcome of this litigation will significantly impair the Group’s financial condition. If the facts and circumstances change and result in further unfavourable outcomes in the pending litigation, then there could be a material impact on the financial statements of the Group. |
Other contingencies
| 137. | JTI Indemnities. By a purchase agreement dated 9 March 1999, amended and restated as of 11 May 1999, referred to as the 1999 Purchase Agreement, R.J. Reynolds Tobacco Holdings, Inc. (RJR) and RJRT sold their international tobacco business to JTI. Under the 1999 Purchase Agreement, RJR and RJRT retained certain liabilities relating to the international tobacco business sold to JTI, and agreed to indemnify JTI against: (i) any liabilities, costs and expenses arising out of the imposition or assessment of any tax with respect to the international tobacco business arising prior to the sale, other than as reflected on the closing balance sheet; (ii) any liabilities, costs and expenses that JTI or any of its affiliates, including the acquired entities, may incur after the sale with respect to any of RJR’s or RJRT’s employee benefit and welfare plans; and (iii) any liabilities, costs and expenses incurred by JTI or any of its affiliates arising out of certain activities of Northern Brands. |
| 138. | RJRT has received claims for indemnification from JTI, and several of these have been resolved. Although RJR and RJRT recognise that, under certain circumstances, they may have other unresolved indemnification obligations to JTI under the 1999 Purchase Agreement, RJR and RJRT disagree what circumstances described in such claims give rise to any indemnification obligations by RJR and RJRT and the nature and extent of any such obligation. RJR and RJRT have conveyed their position to JTI, and the parties have agreed to resolve their differences at a later date. |
| 139. | ITG Indemnity. In the Divestiture, Reynolds American agreed to defend and indemnify, subject to certain conditions and limitations, ITG in connection with claims relating to the purchase or use of one or more of the Winston, Kool, Salem or Maverick cigarette brands on or before 12 June 2015, as well as in actions filed before 13 June 2023, relating to the purchase or use of one or more of the Winston, Kool, Salem or Maverick cigarette brands. In the purchase agreement relating to the Divestiture, ITG agreed to defend and indemnify, subject to certain conditions and limitations, Reynolds American and its affiliates in connection with claims relating to the purchase or use of ‘blu’ brand e-cigarettes. ITG also agreed to defend and indemnify, subject to certain conditions and limitations, Reynolds American and its affiliates in actions filed after 12 June 2023, relating to the purchase or use of one or more of the Winston, Kool, Salem or Maverick cigarette brands after 12 June 2015. ITG has tendered a number of actions to Reynolds American under the terms of this indemnity, and Reynolds American has, subject to a reservation of rights, agreed to defend and indemnify ITG pursuant to the terms of the indemnity. Reynolds American has tendered an action to ITG under the terms of this indemnity, and ITG has, subject to a reservation of rights, agreed to defend and indemnify Reynolds American and its affiliates pursuant to the terms of the indemnity. These claims are substantially similar in nature and extent to claims asserted directly against RJRT in similar actions. |
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| 140. | Loews Indemnity. In 2008, Loews Corporation (Loews), entered into an agreement with Lorillard Inc., Lorillard Tobacco, and certain of their affiliates, which agreement is referred to as the ‘Separation Agreement’. In the Separation Agreement, Lorillard agreed to indemnify Loews and its officers, directors, employees and agents against all costs and expenses arising out of third-party claims (including, without limitation, attorneys’ fees, interest, penalties and costs of investigation or preparation of defence), judgments, fines, losses, claims, damages, liabilities, taxes, demands, assessments, and amounts paid in settlement based on, arising out of or resulting from, among other things, Loews’ ownership of or the operation of Lorillard and its assets and properties, and its operation or conduct of its businesses at any time prior to or following the separation of Lorillard and Loews (including with respect to any product liability claims). Loews is a defendant in three pending product liability actions, each of which is a putative class action. Pursuant to the Separation Agreement, Lorillard is required to indemnify Loews for the amount of any losses and any legal or other fees with respect to such cases. Following the closing of the Lorillard merger, RJRT assumed Lorillard’s obligations under the Separation Agreement as was required under the Separation Agreement. |
| 141. | SFRTI Indemnity. In connection with the 13 January 2016 sale by Reynolds American of the international rights to the Natural American Spirit brand name and associated trademarks, along with SFR Tobacco International GmbH (SFRTI) and other international companies that distributed and marketed the brand outside the United States, to JT International Holding BV (JTI Holding), each of SFNTC, R. J. Reynolds Global Products, Inc., and R. J. Reynolds Tobacco B.V. agreed to indemnify JTI Holding against, among other things, any liabilities, costs, and expenses relating to actions (i) commenced on or before (a) 13 January 2019, to the extent relating to alleged personal injuries, and (b) in all other cases, 13 January 2021; (ii) brought by (a) a governmental authority to enforce legislation implementing European Union Directive 2001/37/EC or European Directive 2014/40/EU or (b) consumers or a consumer association; and (iii) arising out of any statement or claim (a) made on or before 13 January 2016, (b) by any company sold to JTI Holding in the transaction, (c) concerning Natural American Spirit brand products consumed or intended to be consumed outside of the United States and (d) that the Natural American Spirit brand product is natural, organic, or additive free. Under the terms of this indemnity, JTI has requested indemnification from Santa Fe Natural Tobacco Company Germany GmbH (SFNTCG) in connection with an audit of SFNTCG relating to transfer pricing for the tax years 2007 to 2010 and 2012 to 2015. SFNTCG contests the audit results. The amount in dispute is approximately €21 million plus interest (approximately £19 million). |
| 142. | Indemnification of Distributors and Retailers. RJRT, Lorillard Tobacco, SFNTC, American Snuff Co. and RJR Vapor have entered into agreements to indemnify certain distributors and retailers from liability and related defence costs arising out of the sale or distribution of their products. Additionally, SFNTC has entered into an agreement to indemnify a supplier from liability and related defence costs arising out of the sale or use of SFNTC’s products. The cost has been, and is expected to be, insignificant. RJRT, SFNTC, American Snuff Co. and RJR Vapor believe that the indemnified claims are substantially similar in nature and extent to the claims that they are already exposed to by virtue of their having manufactured those products. |
| 143. | Except as otherwise noted above, Reynolds American is not able to estimate the maximum potential of future payments, if any, related to these indemnification obligations. |
| 144. | Competition Investigations. There are instances where Group companies are cooperating with relevant national competition authorities in relation to ongoing competition law investigations and/or engaged in legal proceedings at the appellate level, including (amongst others) in Ukraine and Netherlands. |
Tax disputes
The Group has exposures in respect of the payment or recovery of a number of taxes. The Group is and has been subject to a number of tax audits covering, amongst others, excise tax, value added taxes, sales taxes, corporate taxes, withholding taxes and payroll taxes.
The estimated costs of known tax obligations have been provided in these accounts in accordance with the Group’s accounting policies. In some countries, tax law requires that full or part payment of disputed tax assessments be made pending resolution of the dispute. To the extent that such payments exceed the estimated obligation, they would not be recognised as an expense. While the amounts that may be payable or receivable in relation to tax disputes could be material to the results or cash flows of the Group in the period in which they are recognised, the Board does not expect these amounts to have a material effect on the Group’s financial condition.
The following matters are in or may proceed to litigation:
Corporate taxes
Brazil
The Brazilian Federal Tax Authority has filed claims against Souza Cruz seeking to reassess the profits of overseas subsidiaries to corporate income tax and social contribution tax. The reassessments are for the years 2004 until and including 2012 for a total amount of BRL1,778 million (£250 million) to cover tax, interest and penalties.
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Souza Cruz appealed all reassessments. Regarding the first assessments (2004-2006) Souza Cruz’s appeals were rejected by the ultimate Administrative Court after which Souza Cruz filed two lawsuits with the Judicial Court to appeal the reassessments. The judgment in respect of the reassessment of corporate income tax has been decided in favour of Souza Cruz by the first level of the Judicial Court and Souza Cruz is waiting to see whether the Brazilian Tax Authorities will appeal the judgment. The lawsuit appealing the social contribution tax is pending judgment in the first level of the Judicial Court. The appeal against the second assessments (2007 and 2008) was upheld at the second tier tribunal and was closed. In 2015, a further reassessment for the same period (2007 and 2008) was raised after the five-year statute of limitation which has been appealed against.
Souza Cruz received further reassessments in 2014 for the 2009 calendar year and in 2015 an assessment for the 2010 calendar year. Souza Cruz appealed both the reassessments in full. In December 2016, assessments were received for the calendar years 2011 and 2012 which have also been appealed.
Netherlands
The Dutch tax authority has issued a number of assessments on various issues across the years 2003-2016 in relation to various intra-group transactions. The assessments amount to an aggregate net liability across these periods of £1,220 million covering tax, interest and penalties. The Group has appealed against the assessments in full.
The Group believes that its companies have meritorious defences in law and fact in each of the above matters and intends to pursue each dispute through the judicial system as necessary. The Group does not consider it appropriate to make provision for these amounts nor for any potential further amounts which may be assessed in relation to these matters in subsequent years.
Indirect and other taxes
Bangladesh
On 25 July 2018, the Appellate Division of the Supreme Court of Bangladesh has reversed the decision of the High Court Division against BAT Bangladesh in respect of the retrospective demands for VAT and Supplementary Duty amounting to approximately £154 million. On 3 February 2020, the certified Court Order was received. The Government filed a Review Petition on 25 March 2020 in the Appellate Division of the Supreme Court of Bangladesh against the judgment. The matter is yet to be taken up for hearing.
Egypt
British American Tobacco Egypt LLC is subject to two ongoing civil cases concerning the imposition of sales tax on low-price category brands brought by the Egyptian tax authority for £122 million. Management believes that the tax claims are unfounded and has appealed the tax claims. These cases are under review by the Council of State. During hearings in August 2020, the courts decided, in both cases, to transfer the files to court appointed experts but these sessions have not yet been scheduled. Progress on the case, and further hearings, have been delayed due to COVID-19.
South Korea
In 2016, the Board of Audit and Inspection of Korea (BAI) concluded its tax assessment in relation to the 2014 year-end tobacco inventory, and imposed additional national excise, local excise, VAT taxes and penalties. This resulted in the recognition of a KRW 80.7 billion (approximately £54 million) charge by Group subsidiaries, BAT Korea Ltd., Rothmans Far East B.V. Korea Branch Office and BAT Korea Manufacturing Ltd. Management deems the tax and penalties to be unfounded and has appealed to the tax tribunal against the assessment. On grounds of materiality and the high 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 KRW 6.7 billion (approximately £5 million), the VAT portion of the assessment; appeals on the other elements of the assessment are still pending at trial court. The Korean government appealed the ruling on 16 September 2019. Management expects the final ruling by the Supreme Court by 2022. Due to the uncertain outcome of the case no asset has been recognised in relation to this ruling.
Turkey
British American Tobacco Tutun Mamulleri Sanayi ve Ticaret Anonim Sirketi (BAT Tutun) has been subject to tax audits on inventory movements for the years 2015, 2016 and 2019. In November 2020, BAT Tutun received a tax assessment amounting to £100 million comprising principal, penalty and interest for the years 2015 and 2016. The Group is not, at the date of this announcement, aware of any assessment in relation to 2019. Management is engaging with the tax authorities on the matter but believes that the tax claims are unfounded.
Brazil
On 15 March 2017, the Brazilian Supreme Court ruled that for all taxpayers VAT (ICMS) should not be included in the calculation of social contribution taxes (PIS/Cofins) which are levied based on revenue. However, the retrospective application of the basis of calculation is subject to an extraordinary appeal and the final decision is expected by 2022.
133
The Group’s Brazilian subsidiary, Souza Cruz, had filed an individual lawsuit to establish that it had overpaid taxes to the government. Based on favourable court decisions in 2020 and 2019 the Group has recognised £58 million (2019: £86 million) in other income representing management’s best estimate of the amounts likely to be recovered at this time with the potential for further amounts in future periods.
If the ruling were to be enacted retrospectively for a period of five years, the potential asset is estimated to be around £507 million.
Commitments in relation to service contracts, non-capitalised leases
The total future minimum payments under non-cancellable service contracts based on when payments fall due:
| 2020 £m |
2019 £m |
|||||||||||
| Service contracts |
||||||||||||
| Within one year |
63 | 15 | ||||||||||
| Between one and five years |
17 | 20 | ||||||||||
| Beyond five years |
6 | - | ||||||||||
| 86 | 35 | |||||||||||
Financial commitments arising from short-term leases and leases of low-value assets that are not capitalised under IFRS 16 Leases are £6 million (2019: £10 million) for property and £3 million (2019: £2 million) for plant, equipment and other assets.
Performance guarantees
As part of the acquisition of TDR in 2015, the Group has committed to keeping the manufacturing facility in Kanfanar, Croatia operational for at least five years following completion of the acquisition. The maximum exposure under this guarantee was £42 million at 31 December 2019. These commitments expired during 2020.
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28 Interests in subsidiaries
Subsidiaries with material non-controlling interests
Non-controlling interests principally arise from the Group’s listed investment in Malaysia (British American Tobacco (Malaysia) Berhad), where the Group held 50% of the listed holding company in 2020, 2019 and 2018. The Group has assessed that it exercises de facto control over Malaysia as it has the practical ability to direct the business through effective control of the Company’s Board as a result of the Group controlling the largest shareholding block in comparison to other shareholdings which are widely dispersed. Summarised financial information for Malaysia is shown below as required by IFRS 12. As part of the Group’s reporting processes, Malaysia report consolidated financial information for the Malaysia group which has been adjusted to comply with Group accounting policies which may differ to local accounting practice. Goodwill in respect of Malaysia, which arose as a result of the acquisition of the Rothmans group referred to in note 8, has not been included as part of the net assets below. In addition, 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 | 2020 £m |
2019 £m |
2018 £m |
|||||||||||||||||
| Revenue |
162 | 191 | 231 | |||||||||||||||||
| Profit for the year |
45 | 65 | 87 | |||||||||||||||||
| – Attributable to non-controlling interests |
22 | 33 | 43 | |||||||||||||||||
| Total comprehensive income |
46 | 65 | 87 | |||||||||||||||||
| – Attributable to non-controlling interests |
23 | 33 | 43 | |||||||||||||||||
| Dividends paid to non-controlling interests |
(24) | (36) | (40) | |||||||||||||||||
| Summary net assets: |
||||||||||||||||||||
| Non-current assets |
14 | 20 | 16 | |||||||||||||||||
| Current assets |
120 | 97 | 116 | |||||||||||||||||
| Non-current liabilities |
(5) | (4) | - | |||||||||||||||||
| Current liabilities |
(137) | (117) | (129) | |||||||||||||||||
| Total equity at the end of the year |
(8) | (4) | 3 | |||||||||||||||||
| – Attributable to non-controlling interests |
(4) | (2) | 1 | |||||||||||||||||
| Net cash generated from operating activities |
40 | 61 | 86 | |||||||||||||||||
| Net cash used in investing activities |
- | - | (2) | |||||||||||||||||
| Net cash used in financing activities |
(35) | (73) | (77) | |||||||||||||||||
| Differences on exchange |
- | - | 1 | |||||||||||||||||
| Increase/(decrease) in net cash and cash equivalents |
5 | (12) | 8 | |||||||||||||||||
| Net cash and cash equivalents at 1 January |
(2) | 10 | 2 | |||||||||||||||||
| Net cash and cash equivalents at 31 December |
3 | (2) | 10 | |||||||||||||||||
135
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 | 2020 £m |
2019 £m |
||||||||||
| Non-current assets | 2,354 | 2,403 | ||||||||||
| Current assets | 1,251 | 768 | ||||||||||
| Non-current liabilities | (132 | ) | (131 | ) | ||||||||
| Current liabilities | (528 | ) | (447 | ) | ||||||||
| 2,945 | 2,593 | |||||||||||
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 current assets are cash and cash equivalents of £992 million, of which £878 million is restricted (2019: £595 million, £445 million of which was restricted) (note 17) and inventories of £114 million (2019: £117 million). Included in non-current assets for 2020 and 2019 is goodwill of £2.3 billion subject to impairment reviews (note 8). Included in current liabilities are trade and other payables of £284 million (2019: £310 million), the majority of which are amounts payable in respect of duties and excise. Refer to note 27 for information on the Quebec Class Actions.
Other shareholdings
The Group holds 92% of the equity shares of PT Bentoel Internasional Investama Tbk (Bentoel). In 2011, the Group sold 984 million shares, representing approximately 14% of Bentoel’s share capital, for the purposes of fulfilling certain obligations pursuant to Bapepam LK (Indonesia) takeover regulations. The Group simultaneously entered into a total return swap on 971 million of the shares. In June 2016, the Group and other investors participated in a rights issue by Bentoel, with the Group increasing its stake in Bentoel to 92%. Simultaneously, the Group amended the total return swap to take account of an additional 1,684 million shares. The shares subject to the total return swap now represent 7% of Bentoel’s issued capital. While the Group does not have legal ownership of these shares, it retains the risks and rewards associated with them which results in the Group continuing to recognise an effective interest in 99% of Bentoel’s net assets and results.
Refer to note 10 for information on the Group’s 42% investment in Tisak d.d..
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29 Summarised financial information
The following summarised financial information is required by the rules of the Securities and Exchange Commission and has been prepared as a requirement of the Regulation S-X 3-10 in respect of the guarantees of:
The financial information relates to the guarantees of:
| ● | US$12.35 billion of outstanding bonds issued by B.A.T Capital Corporation (BATCAP) in connection with the acquisition of Reynolds, including registered bonds issued in exchange for the initially issued bonds (the 2017 Bonds); |
| ● | US$10.65 billion of outstanding bonds issued by BATCAP pursuant to the Shelf Registration Statement on Form F-3 filed on July 17, 2019, pursuant to which BATCAP or BATIF may issue an indefinite amount of debt securities; and |
| ● | US$1.50 billion of outstanding bonds issued by BATIF pursuant to the Shelf Registration Statement on Form F-3 filed on July 17, 2019, pursuant to which BATCAP or BATIF may issue an indefinite amount of debt securities. |
As of July 28, 2020, all relevant Group entities suspended their reporting obligations with respect to the US$7.7 billion (2019: US$10.3 billion) of Reynolds unsecured notes and US$40.9 million (2019: US$149.5 million) of Lorillard unsecured notes. As such, no summarised financial information is provided with respect to these securities.
As described below, Reynolds American Inc. (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 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 United States region, all financial statements and financial information provided by or with respect to the US 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 US 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 US business or RAI (and/or the Reynolds Group), it is provided as an explanation of the US business’s or RAI’s (and/or the Reynolds Group’s) primary US GAAP based financial statements and information.
137
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.
138
| Summarised Financial Information | ||||||||||||||||||||||||
| Year ended 31 December 2020 | ||||||||||||||||||||||||
| BAT p.l.c. | BATCAP | BATIF | BATNF | RAI | BATHTN | |||||||||||||||||||
| £m | £m | £m | £m | £m | £m | |||||||||||||||||||
| Income Statement | ||||||||||||||||||||||||
| Revenue |
- | - | - | - | - | - | ||||||||||||||||||
| (Loss)/profit from operations |
(112) | (1) | (2) | - | (5) | - | ||||||||||||||||||
| Dividend income |
5,050 | - | - | - | 4,845 | 224 | ||||||||||||||||||
| Net finance income/(costs) |
131 | 417 | 174 | - | (758) | 1 | ||||||||||||||||||
| Profit/(loss) before taxation |
5,069 | 416 | 172 | - | 4,082 | 225 | ||||||||||||||||||
| Taxation on ordinary activities |
(14) | (101) | 4 | - | 170 | - | ||||||||||||||||||
| Profit/(loss) for the year | 5,055 | 315 | 176 | - | 4,252 | 225 | ||||||||||||||||||
| Intercompany Transactions - Income Statement | ||||||||||||||||||||||||
| Transactions with non-issuer/non-guarantor subsidiaries income/(expense) |
(118) | (1) | 4 | - | 22 | - | ||||||||||||||||||
| Transactions with non-issuer/non-guarantor subsidiaries net finance income/(cost) |
5 | 996 | 747 | - | 32 | - | ||||||||||||||||||
| Dividend income from non-issuer/non-guarantor subsidiaries |
5,050 | - | - | - | 4,845 | 224 | ||||||||||||||||||
139
| Summarised Financial Information | ||||||||||||||||||||||||
| Year ended 31 December 2019 | ||||||||||||||||||||||||
| BAT p.l.c. | BATCAP | BATIF | BATNF | RAI | BATHTN | |||||||||||||||||||
| £m | £m | £m | £m | £m | £m | |||||||||||||||||||
| Income Statement | ||||||||||||||||||||||||
| Revenue |
- | - | - | - | - | - | ||||||||||||||||||
| Loss from operations |
(125) | (2) | (5) | - | (2) | (5) | ||||||||||||||||||
| Dividend income |
6,090 | - | - | - | 3,993 | 195 | ||||||||||||||||||
| Net finance income/(costs) |
121 | 154 | 195 | - | (497) | 1 | ||||||||||||||||||
| Profit/(loss) before taxation |
6,086 | 152 | 190 | - | 3,494 | 191 | ||||||||||||||||||
| Taxation on ordinary activities |
- | (35) | 8 | - | 125 | 1 | ||||||||||||||||||
| Profit/(loss) for the year | 6,086 | 117 | 198 | - | 3,619 | 192 | ||||||||||||||||||
| Intercompany Transactions - Income Statement | ||||||||||||||||||||||||
| Transactions with non-issuer/non-guarantor subsidiaries (expense)/income |
(125) | (2) | (5) | - | 19 | - | ||||||||||||||||||
| Transactions with non-issuer/non-guarantor subsidiaries net finance income/(cost) |
12 | 773 | 563 | - | 33 | - | ||||||||||||||||||
| Dividend income from non-issuer/non-guarantor subsidiaries |
6,090 | - | - | - | 3,993 | 195 | ||||||||||||||||||
140
| Summarised Financial Information | ||||||||||||||||||||||||
| As at 31 December 2020 | ||||||||||||||||||||||||
| BAT p.l.c. | BATCAP | BATIF | BATNF | RAI | BATHTN | |||||||||||||||||||
| £m | £m | £m | £m | £m | £m | |||||||||||||||||||
| Balance Sheet | ||||||||||||||||||||||||
| Non- current assets | 236 | 18,991 | 10,332 | 1,509 | 402 | 26 | ||||||||||||||||||
| Current assets | 7,070 | 3,404 | 30,601 | 22 | 268 | 15 | ||||||||||||||||||
| Non-current liabilities | 1,580 | 17,867 | 15,326 | 1,509 | 8,885 | 6 | ||||||||||||||||||
| Non-current borrowings |
1,571 | 17,867 | 15,243 | 1,509 | 8,823 | - | ||||||||||||||||||
| Other non-current liabilities |
9 | - | 83 | - | 62 | 6 | ||||||||||||||||||
| Current liabilities | 52 | 4,444 | 24,038 | 22 | 972 | 2 | ||||||||||||||||||
| Current borrowings |
9 | 4,329 | 23,478 | 22 | 200 | 1 | ||||||||||||||||||
| Other current liabilities |
43 | 115 | 560 | - | 772 | 1 | ||||||||||||||||||
| Intercompany Transactions - Balance Sheet | ||||||||||||||||||||||||
| Amounts due from non-issuer/non-guarantor subsidiaries | 7,031 | 16,088 | 38,761 | - | 620 | 15 | ||||||||||||||||||
| Amounts due to non-issuer/non-guarantor subsidiaries | 3 | 3,139 | 19,550 | - | 62 | 1 | ||||||||||||||||||
| Investment in subsidiaries (that are not issuers or guarantors) | 27,234 | - | 718 | - | 23,820 | 1,580 | ||||||||||||||||||
141
| Summarised Financial Information | ||||||||||||||||||||||||
| As at 31 December 2019 | ||||||||||||||||||||||||
| BAT p.l.c. | BATCAP | BATIF | BATNF | RAI | BATHTN | |||||||||||||||||||
| £m | £m | £m | £m | £m | £m | |||||||||||||||||||
| Balance Sheet | ||||||||||||||||||||||||
| Non-current assets | 236 | 12,722 | 16,188 | - | 439 | 39 | ||||||||||||||||||
| Current assets | 6,732 | 6,379 | 25,441 | - | 749 | 16 | ||||||||||||||||||
| Non-current liabilities | 1,580 | 15,405 | 14,918 | - | 6,864 | 10 | ||||||||||||||||||
| Non-current borrowings |
1,571 | 15,168 | 14,590 | - | 6,741 | - | ||||||||||||||||||
| Other non-current liabilities |
9 | 237 | 328 | - | 123 | 10 | ||||||||||||||||||
| Current liabilities | 139 | 3,800 | 25,273 | - | 3,590 | 3 | ||||||||||||||||||
| Current borrowings |
13 | 3,706 | 24,816 | - | 2,979 | 1 | ||||||||||||||||||
| Other current liabilities |
126 | 94 | 457 | - | 611 | 2 | ||||||||||||||||||
| Intercompany Transactions - Balance Sheet | ||||||||||||||||||||||||
| Amounts due from non-issuer/non-guarantor subsidiaries | 6,690 | 15,415 | 38,851 | - | 1,160 | 16 | ||||||||||||||||||
| Amounts due to non-issuer/non-guarantor subsidiaries | 101 | 2,773 | 19,190 | - | 81 | 1 | ||||||||||||||||||
| Investment in subsidiaries (that are not issuers or guarantors) | 27,234 | - | 718 | - | 24,012 | 1,419 | ||||||||||||||||||
142
30 Accounting policy changes
Adoption of new accounting standards effective 1 January 2019: Adoption of IFRS 16
Adoption of IFRS 16
With effect from 1 January 2019, the Group adopted IFRS 16 Leases with no revision of prior periods, as permitted by the Standard. In accordance with IFRS 16, the distinction between operating leases and finance leases for lessees has been removed.
On the initial implementation of the Standard, previously recognised operating leases were capitalised as right-of-use assets and financial liabilities were recognised at the same initial value. The Group took advantage of certain practical expedients available under the Standard including:
| · | ‘grandfathering’ previously recognised lease arrangements; |
| · | applying a single discount rate to a portfolio of leases with reasonably similar characteristics; |
| · | assessing whether a lease is onerous prior to applying the Standard; |
| · | applying hindsight in determining the lease term if the contract contains options to extend or terminate the lease; and |
| · | not applying the capitalisation requirements of the Standard to leases for which the lease term ends within 12 months of the date of initial application. |
The impact of IFRS 16 to the Group’s balance sheet at 1 January 2019 was the capitalisation of £610 million of right-of-use assets and lease liabilities of £607 million. The weighted average incremental borrowing rate applied in discounting lease commitments at that date was 5.60%. The impact of IFRS 16 to the Group’s results and equity in 2019 was not material.
Adoption of new accounting standards effective 1 January 2018: Adoption of IFRS 9
Adoption of IFRS 9
With effect from 1 January 2018, the Group adopted IFRS 9 Financial Instruments with no restatement of prior periods, as permitted by the Standard. The cumulative impact of adopting the Standard, including the effect of tax entries, was recognised as a restatement of opening reserves in 2018, and was £38 million, arising from the impairment of financial assets under the expected loss model.
143
Exhibit 99.2
Management’s report on internal control over financial reporting
Management, under the oversight of the Chief Executive and the Finance Director, is responsible for establishing and maintaining adequate internal control over financial reporting for the Group. The Group’s internal control over financial reporting consists of processes which are designed to: provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Group’s financial statements for external reporting purposes in accordance with IFRS as adopted by the EU and IFRS as issued by the IASB; provide reasonable assurance that receipts and expenditure are made only in accordance with the authorisation of management; and provide reasonable assurance regarding the prevention or timely detection of any unauthorised acquisition, use or disposal of assets that could have a material effect on the consolidated financial statements.
As required by Section 404 of the Sarbanes-Oxley Act of 2002, management has assessed the effectiveness of the internal control over financial reporting (as defined in Rules 13(a)-13(f) and 15(d)-15(f) under the US Securities Exchange Act of 1934) based on the updated Internal Control- Integrated Framework issued by the Committee of Sponsoring Organisations of the Treadway Commission (COSO) (2013). Based on that assessment, management has determined that the Group’s internal control over financial reporting was effective as at 31 December 2020.
Any internal control framework, no matter how well designed, has inherent limitations, including the possibility of human error and the circumvention or overriding of controls and procedures and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with the policies or procedures may deteriorate.
KPMG LLP, an independent registered public accounting firm, who also audit the Group’s consolidated financial statements, has audited the effectiveness of the Group’s internal control over financial reporting as at 31 December 2020.
Changes in internal control over financial reporting
During the period covered by this report, there were no changes in the Group’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect the effectiveness of internal control over financial reporting.