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Reynolds American Inc REYNOLDS AMERICAN INC. Consolidated Financial Statements December 31, 2019 and 2018 (With Independent Auditors’ Report Thereon) Proprietary and Confidential - For Intended Use Only REYNOLDS AMERICAN INC. Consolidated Financial Statements Index Independent Auditors’ Report ................................................................................................................................................. 1 Consolidated Statements of Income – For the Years Ended December 31, 2019 and 2018 ................................................... 3 Consolidated Statements of Comprehensive Income – For the Years Ended December 31, 2019 and 2018 ......................... 4 Consolidated Statements of Cash Flows – For the Years Ended December 31, 2019 and 2018 ............................................ 5 Consolidated Balance Sheets – As of December 31, 2019 and 2018 ...................................................................................... 6 Consolidated Statements of Shareholders’ Equity – For the Years Ended December 31, 2019 and 2018 ............................. 7 Notes to Consolidated Financial Statements ........................................................................................................................... 8 KPMG LLP Suite 400 300 North Greene Street Greensboro, NC 27401 Independent Auditors’ Report The Board of Directors Reynolds American Inc.: We have audited the accompanying consolidated financial statements of Reynolds American Inc. and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2019 and 2018, and the related consolidated statements of income, comprehensive income, cash flows, and changes in shareholders’ equity for the years then ended, and the related notes to the consolidated financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Reynolds American Inc. and its subsidiaries as of December 31, 2019 and 2018, and the results of their operations and their cash flows for the years then ended in accordance with U.S. generally accepted accounting principles. Greensboro, North Carolina February 27, 2020 KPMG LLP is a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. Page Intentionally Left Blank REYNOLDS AMERICAN INC. CONSOLIDATED STATEMENTS OF INCOME (Dollars in Millions) For the Years Ended December 31, 2019 2018 Net sales (1) $ 13,215 $ 12,653 Net sales, related party 85 81 Net sales 13,300 12,734 Costs and expenses: Cost of products sold (1) 4,658 4,624 Selling, general and administrative expenses 2,027 2,025 Amortization expense 58 50 Asset impairment charges 112 — Trademark and other intangible assets impairment charges 72 5 Operating income 6,373 6,030 Interest and debt expense 533 559 Interest expense, related party 71 11 Interest income, related party (41 ) (21 ) Net periodic benefit income, excluding service cost (83 ) (198 ) Other expense, net 67 — Other expense, related party 69 — Income before income taxes 5,757 5,679 Provision for income taxes 1,442 1,395 Net income 4,315 4,284 Net loss attributable to noncontrolling interest (35 ) — Net income attributable to Reynolds American Inc. $ 4,350 $ 4,284 (1) Excludes excise taxes of $3,683 million and $3,916 million for the years ended December 31, 2019 and 2018, respectively. See Notes to Consolidated Financial Statements 3 REYNOLDS AMERICAN INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Dollars in Millions) For the Years Ended December 31, 2019 2018 Net income $ 4,315 $ 4,284 Other comprehensive income (loss), net of tax expense (benefit): Retirement benefits, net of tax expense (benefit): (2019 — $42; 2018 — ($42)) 126 (126) Cumulative translation adjustment and other, net of tax expense (benefit): (2019 — ($1); 2018 — $11) 64 (25) Comprehensive income 4,505 4,133 Comprehensive loss attributable to noncontrolling interest (35 ) — Comprehensive income attributable to Reynolds American Inc. $ 4,540 $ 4,133 See Notes to Consolidated Financial Statements 4 REYNOLDS AMERICAN INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in Millions) For the Years Ended December 31, 2019 2018 Cash flows from (used in) operating activities: Net income $ 4,315 $ 4,284 Adjustments to reconcile to net cash flows from (used in) operating activities: Depreciation and amortization expense 183 169 Asset impairment charges 112 — Trademark and other intangible assets impairment charges 72 5 Deferred income tax expense (benefit) 48 (359 ) Other changes that provided (used) cash: Accounts and other receivables (17 ) (11 ) Inventories 179 55 Related party, net 74 (73 ) Accounts payable 12 13 Accrued liabilities, including other working capital (121 ) 61 Income taxes (68 ) 652 Tobacco settlement accruals (158 ) 1,822 Pension and postretirement (136 ) (340 ) Other, net 119 (31 ) Net cash flows from operating activities 4,614 6,247 Cash flows from (used in) investing activities: Capital expenditures (170 ) (196 ) Acquisition of controlling interest in subsidiary (48 ) — Advances under note receivable from related party — (13 ) Collection of note receivable from related party 313 — Amounts due from related party – cash management agreements (794 ) (2,137 ) Acquisition of intangibles — (81 ) Other, net 5 20 Net cash flows used in investing activities (694 ) (2,407 ) Cash flows from (used in) financing activities: Dividends paid on common stock (4,455 ) (3,780 ) Borrowings under note payable to related party 2,486 1,200 Repayments of note payable to related party (1,200 ) — Repayments of long-term notes (750 ) (1,250 ) Other, net (7 ) (20 ) Net cash flows used in financing activities (3,926 ) (3,850 ) Effect of exchange rate changes on cash (1 ) (1 ) Net change in cash (7 ) (11 ) Cash at beginning of year 9 20 Cash at end of year $ 2 $ 9 Income taxes paid, net of refunds $ 1,266 $ 972 Income taxes paid to parent $ 158 $ 150 Interest paid $ 579 $ 624 See Notes to Consolidated Financial Statements 5 REYNOLDS AMERICAN INC. CONSOLIDATED BALANCE SHEETS (Dollars in Millions) As of December 31, 2019 2018 Assets Current assets: Cash $ 2 $ 9 Accounts receivable 69 55 Accounts receivable, related party 19 30 Other receivables 28 25 Inventories 1,296 1,472 Notes and interest receivable from related party — 314 Amounts due from related party – cash management agreements 3,019 2,184 Other current assets 142 158 Total current assets 4,575 4,247 Property, plant and equipment, at cost: Land and land improvements 89 88 Buildings and leasehold improvements 717 701 Machinery and equipment 2,192 2,168 Construction-in-process 129 172 Total property, plant and equipment 3,127 3,129 Accumulated depreciation (1,725 ) (1,655 ) Property, plant and equipment, net 1,402 1,474 Trademarks and other intangible assets, net of accumulated amortization 29,393 29,447 Goodwill 15,984 15,984 Long-term deferred income taxes 30 34 Other assets and deferred charges 85 8 $ 51,469 $ 51,194 Liabilities and shareholders’ equity Current liabilities: Accounts payable $ 160 $ 148 Tobacco settlement accruals 2,410 2,568 Due to related party 91 23 Deferred revenue, related party 1 21 Current maturities of long-term debt 1,533 772 Notes and interest payable to related party 2,496 1,201 Other current liabilities 1,077 1,180 Total current liabilities 7,768 5,913 Long-term debt (less current maturities) 8,982 10,528 Long-term deferred
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