Financial Statements 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 2017 which comprise the Group Income Statement, the Group Statement of Comprehensive Income, the Group and parent Company Statements of Changes in Equity, the Group and parent Company Balance Sheets, the Group Cash Flow Statement, and the related notes, including the 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 2017 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 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 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 appointed as auditor by the Directors on 23 March 2015.The period of total uninterrupted engagement is for the 3 financial years ended 31 December 2017. 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 judgment, 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, 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, and we do not provide a separate opinion on these matters. Litigation and contingent liabilities Refer to page 66 (Audit Committee report), page 116 (accounting policy) and pages 172 to 188 (financial disclosures) The risk: Dispute Outcome: The Group is subject to a large volume of claims including class actions, which could have a significant impact on the results if the potential exposures were to materialise. For our 2017 audit we believe the most significant risk relates to ongoing smoking and health litigation brought against the operating company by the province of Quebec, Canada, which is disclosed in note 28 – contingent liabilities and financial commitments. This assessment is consistent with our 2016 audit. The amounts involved are significant, and the 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. This includes assumptions relating to the likelihood and/or timing of cash outflows from the business and the interpretation of preliminary and pending court rulings. Our procedures included: – Control design: Evaluating the processes and controls over litigations operated by Management at Group, regional and local level through regular meetings with in-house legal counsels and review of Board and sub-committee meeting minutes; – Enquiry of lawyers: Assessing correspondence with the Group’s external counsel accompanied by formal confirmations from that external counsel and discussions with and representations from in-house counsel; – Our legal expertise: Use of KPMG legal specialists, by the Canadian component audit team, to assess relevant historical and recent judgments passed by the judicial court authorities, as well as the formal confirmations of current status from external counsel, in order to challenge the basis used for the accounting treatment and resulting disclosures; and – Assessing transparency: Assessing whether the Group’s disclosures detailing the Quebec, Canada litigation in note 28 contingent liabilities and financial commitments adequately disclose relevant facts and circumstances and potential liabilities of the Group. Our findings From the evidence obtained, we found the Group’s treatment of the litigation in Canada as a contingent liability and related disclosures to be acceptable. 100 BAT Annual Report and Form 20-F 2017 Strategic Report Governance Financial Statements Other Information Purchase Price Allocation – valuation of brand intangibles. New 2017 risk Refer to page 66 (Audit Committee report), page 112 and 114 (accounting policy) and pages 165 and 166 (financial disclosures) The risk: Subjective valuation: On 25 July 2017, the Group completed the acquisition of the remaining shares it did not previously own of Reynolds American Inc. in the United States. As a result, the Group recognised total intangible assets of £109,762 million, of which £74,891 million related to brand 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 valuation of such brand intangibles. The key assumptions included are forecast volumes and terminal growth rates. Our procedures included: – Control design: Assessing the US operating Company’s budgeting process as well as the review and approval procedures upon which the cash flow forecasts are based; – Our valuation expertise: Use of our own valuation specialists to assess the appropriateness of the valuation methodology applied and challenge in particular the terminal growth rates used based on our sector expertise; – Benchmarking assumptions: Comparing the Group’s assumptions to externally derived publicly available data, in relation to key inputs such as forecast short and long term volume declines in the US and expected sales price growth; and – Historical comparisons: Challenging the reasonableness of the assumptions, particularly projected sales volumes by assessing the historical accuracy of the Group’s forecasting. Our findings As a result of our work, we found the resulting estimate of acquired brand intangible assets to be acceptable. Recoverability of parent Company’s investment in subsidiaries. New 2017 risk Refer to page 211 (accounting policy) and page 212 (financial disclosures) The carrying amount of the parent Company’s investments in subsidiaries is £27,898 million (2016: £4,446 million) which represents 77% (2016: 38%) of the Company’s total assets. Their recoverability is not a high risk of significant misstatement or subject to significant judgement. However, due to their materiality in the context of the parent Company financial statements, this is considered to be the area that had the greatest effect on our overall parent Company audit. Our procedures included: – Tests of detail: Comparing the carrying amount of a sample of the highest value investments, representing 98% (2016: 96%) of the total investment balance with the relevant subsidiaries’ draft balance sheet to identify whether their net assets, being an approximation of their minimum recoverable amount, were in excess of their carrying amount and assessing whether those subsidiaries have historically been profit- making; – Assessing subsidiary audits: Assessing the audit work performed over the subsidiaries and considering the results of that work, on those subsidiaries’ profits and net assets. Our findings: We found the Director’s assessment of the recoverability of the investment in subsidiaries to be acceptable. Removal of risk in respect of global taxation exposures We continue to perform procedures over global taxation exposures, specifically over judgements made by the Directors in assessing whether any contingent liability or provision arises from disputes in particular in Brazil, Canada, South Africa and The Netherlands. However, in the absence of developments in these ongoing cases, we have not assessed this as one of the most significant