Strategic Report Governance Financial Statements Other Information INDEPENDENT AUDITOR’S REPORT To the members of British American Tobacco p.l.c. only@ 1 Our opinion is unmodified We have audited the financial statements of British American Tobacco p.l.c. (“the Company”) for the year ended 31 December 2019 which comprise the Group Income Statement, the Group Statement of Comprehensive Income, the Group and parent Company Statement of Changes in Equity, the Group and parent Company Balance Sheets, the Group Cash Flow Statements and the related notes, including accounting policies in note 1. In our opinion: – the financial statements give a true and fair view of the state of the Group’s and of the parent Company’s affairs as at 31 December 2019 and of the Group’s profit for the year then ended; – the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs as adopted by the EU); – the parent Company financial statements have been properly prepared in accordance with UK accounting standards, including FRS 101 Reduced Disclosure Framework; and – the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. Additional opinion in relation to IFRSs as issued by the IASB As explained in the note to the Group financial statements, the Group, in addition to complying with its legal obligation to apply IFRSs as adopted by the EU, has also applied IFRSs as issued by the International Accounting Standards Board (IASB). In our opinion, the Group financial statements have been properly prepared in accordance with IFRSs as issued by the IASB. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are described below. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion is consistent with our report to the Audit Committee. We were first appointed as auditor by the Directors on 23 March 2015. The period of total uninterrupted engagement is for the 5 financial years ended 31 December 2019. We have fulfilled our ethical responsibilities under, and we remain independent of the Group in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed public interest entities. No non-audit services prohibited by that standard were provided. 2 Key audit matters: our assessment of risks of material misstatement Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. We summarise below the key audit matters (unchanged from 2018), in decreasing order of audit significance, in arriving at our audit opinion above, together with our key audit procedures to address those matters and, as required for public interest entities, our results from those procedures. These matters were addressed, and our results are based on procedures undertaken, in the context of, and solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion. We do not provide a separate opinion on these matters. Contingent liabilities arising from litigation in Canada Refer to page 84 (Audit Committee report), page 135 (accounting policy) and pages 201 to 203 and 210 (financial disclosures). Risk vs 2018: The risk: Dispute outcome: The Group is subject to a large number of claims including class actions, which could have a significant impact on the results if potential exposures were to materialise. For our 2019 audit we believe the most significant risk relates to ongoing litigation in Canada. Imperial Tobacco Canada Limited (“Imperial”) has received an unfavourable judgement on the smoking and health class actions certified by the Quebec Superior Court. As a result of this judgement, Imperial Tobacco Canada Limited (“Imperial”) has filed for creditor protection under the Companies’ Creditors Arrangement Act (the “CCAA”). In seeking protection under the CCAA, Imperial 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 of business. The amounts involved are significant, and the Group’s application of accounting standards to determine the amount, if any, to be provided as a liability or disclosed as a contingent liability, is inherently subjective. Significant judgement was involved in auditing this determination, including 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 litigation. The effect of these matters is that, as part of our risk assessment, we determined that the potential exposure to litigation has a high degree of judgement, with a potential range of reasonable outcomes greater than our materiality for the financial statements as a whole, and possibly many times that amount. @ denotes phrase, paragraph or similar that does not form part of BAT’s Annual Report on Form 20-F as filed with the SEC. BAT Annual Report and Form 20-F 2019 115 Financial Statements INDEPENDENT AUDITOR’S REPORT CONTINUED Our procedures included: Control design and operation: Evaluating the processes and controls within the litigation process, including controls over 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 litigation, by attending regular meetings with in-house legal counsel and review of Board and sub-committee meeting minutes; Enquiry of lawyers: Reading letters received directly from the Group’s external and internal legal counsel that evaluated the current status of legal proceedings and quantified the estimate of any economic outflow arising from the ultimate resolution of the litigation. We also inquired of internal and external legal counsel to evaluate their basis for conclusion in their respective letters; and Assess local legal precedence: Assessing relevant historical and recent judgements passed by the judicial court authorities in relation to the Canadian litigation and reading the related Canadian court rulings and challenging the Company’s interpretation of the Canadian legal proceedings and the related contingent liability disclosures. Our results: From the evidence obtained, we found the Group’s treatment of the contingent liabilities and related disclosures arising from litigation in Canada to be acceptable. Goodwill and trademarks with indefinite lives impairment analysis – arising from the Reynolds American Inc. acquisition in 2017. Refer to pages 84 to 85 (Audit Committee report), page 132 (accounting policy) and pages 152 to 155 (financial disclosures). Risk vs 2018: The risk: Subjective assessment: As a result of the acquisition of Reynolds American Inc. (“RAI”) in 2017, the Group, as at 31 December 2019 has goodwill and trademarks with indefinite lives of £33,761 million and £71,032 million, respectively (2018: goodwill of £35,117 million and trademarks with indefinite lives of £73,885 million). There is significant judgement with regard to assumptions and estimates involved in the Group’s forecasting of future cash flows, which form the basis of the assessment of the recoverability of the trademarks with indefinite lives and goodwill. There is significant auditor judgement involved in: (i) evaluating the short- and medium-term budgeted net revenues forecasted by management (“Key Revenue Forecast”) in the evaluation of the recoverability of trademarks with indefinite lives and goodwill allocated to the RAI cash-generating unit; and (ii) evaluating any impact of the potential menthol ban into the cash flow forecast or the discount rate for the Newport indefinite lived trademark and goodwill allocated to the RAI cash-generating unit. The effect of these matters is that, as part of our risk assessment, we determined that the value in use calculations of both trademarks with indefinite lives and goodwill has a high degree of estimation uncertainty, with a potential range of reasonable outcomes greater than our materiality for the financial statements as a whole. The financial statements (note 8) disclose the sensitivity of the carrying amounts of relevant trademarks with indefinite lives and goodwill estimated by the Group. Our procedures included: Control design and operation: Assessing controls over the impairment process, including controls over the Key Revenue Forecast relating to indefinite lived trademarks and the RAI cash-generating unit; Benchmarking and assessing assumptions: Comparing RAI’s Key Revenue Forecast to 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. In addition,