RAI 401K SAVINGS PLAN

Financial Statements and Supplemental Schedules

December 31, 2020 and 2019

(With Report of Independent Registered Public Accounting Firm Thereon)

RAI 401K SAVINGS PLAN

Table of Contents

	Page(s)

Report of Independent Registered Public Accounting Firm	1–2

Financial Statements:

Statements of Net Assets Available for Benefits as of December 31, 2020 and 2019	3

Statements of Changes in Net Assets Available for Benefits for the Years ended December 31, 2020 and 2019	4

Notes to Financial Statements	5–12

Supplemental Schedules:

Schedule H, Line 4a – Schedule of Delinquent Participant Contributions for the Year ended December 31, 2020	13

Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2020	14

Note:

Supplemental schedules, other than those listed above, are omitted because of the absence of conditions under which they are required by Department of Labor Rules and Regulations for Reporting and Disclosures under the Employee Retirement Income Security Act of 1974.

Report of Independent Registered Public Accounting Firm

To the Plan Participants and Plan Administrator

RAI 401k Savings Plan:

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the RAI 401k Savings Plan (the Plan) as of December 31, 2020 and 2019, the related statements of changes in net assets available for benefits for the years then ended, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2020 and 2019, and the changes in net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements 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 Plan 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.

Accompanying Supplemental Information

The supplemental information in the accompanying schedules of Schedule H, Line 4a – Schedule of Delinquent Participant Contributions for the year ended December 31, 2020 and Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2020 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ KPMG LLP

We have served as the Plan’s auditor since 2002.

Greensboro, North Carolina

June 23, 2021

RAI 401K SAVINGS PLAN

Statements of Net Assets Available for Benefits

December 31, 2020 and 2019

	2020		2019
Assets:
Investments at fair value	$	2,138,083,544	$	2,008,814,366

Receivables:
Employer contributions		1,716,331		1,565,926
Due from broker for securities sold		2,424,693		489,948
Interest and dividends		2,482,823		2,778,184
Notes receivable from participants		18,529,472		20,387,710
Total receivables		25,153,319		25,221,768
Total assets		2,163,236,863		2,034,036,134
Liabilities:
Accrued administrative expenses		138,631		196,042
Due to broker for securities purchased		859,011		1,075,657
Total liabilities		997,642		1,271,699
Net assets available for benefits	$	2,162,239,221	$	2,032,764,435

See accompanying notes to financial statements.

RAI 401K SAVINGS PLAN

Statements of Changes in Net Assets Available for Benefits

Years ended December 31, 2020 and 2019

	2020		2019
Additions:
Investment income:
Net appreciation in fair value of investments	$	156,078,418	$	302,088,813
Interest and dividends		66,365,481		49,758,877
Total investment income		222,443,899		351,847,690
Interest income on notes receivable from participants		1,097,676		1,099,660

Contributions:
Employer contributions		40,742,244		38,676,969
Participant contributions		49,956,389		47,029,172
Participant rollover contributions		2,721,142		3,677,440
Total contributions		93,419,775		89,383,581
Total additons		316,961,350		442,330,931

Deductions:
Benefits paid to participants		187,001,291		193,920,466
Administrative expenses		485,273		759,184
Total deductions		187,486,564		194,679,650
Net increase in net assets available for benefits		129,474,786		247,651,281
Net assets available for benefits at beginning of year		2,032,764,435		1,785,113,154
Net assets available for benefits at end of year	$	2,162,239,221	$	2,032,764,435

See accompanying notes to financial statements.

RAI 401K SAVINGS PLAN

Notes to Financial Statements

December 31, 2020 and 2019

(1)	Plan Description

The following brief description of the RAI 401k Savings Plan, referred to as the Plan, is provided for general information purposes only. Participants should refer to the Plan document for more complete information.

(a)

General

The Plan is a voluntary defined contribution retirement plan for eligible employees of Reynolds American Inc., referred to as RAI or the Company, or one of the participating companies as defined in the Plan document. RAI is the Plan Sponsor. The RAI Employee Benefits Committee, referred to as Plan Administrator, controls and manages the operation and administration of the Plan. Fidelity Investments Institutional Operations Company, Inc., referred to as Fidelity Operations serves as the recordkeeper for the Plan. Fidelity Management Trust Company, referred to as Fidelity, serves as the Plan’s trustee. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, referred to as ERISA.

Effective July 25, 2017, Flight Acquisition Corporation, a wholly owned subsidiary of British American Tobacco p.l.c., referred to as BAT, merged with and into RAI with RAI surviving as a wholly owned subsidiary of BAT. As a result of the merger, RAI maintained the Retirement Savings Plan for Employees of Louisville Corporate Services, Inc. and Affiliates, referred to as the LCSI Plan. Effective December 31, 2018, the LCSI Plan was merged into the Plan to form a single plan under Section 414(I) of the Internal Revenue Code of 1986, as amended. The Vanguard Fiduciary Trust Company, referred to as Vanguard, continued to be the recordkeeper and trustee for the LCSI Plan and participant account balances continued to be invested in the investment options of the LCSI Plan. Effective January 25, 2019, participant account balances were transferred from Vanguard to Fidelity Operations.

On March 27, 2020, Congress passed the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), which included several relief provisions available to tax qualified retirement plans and their participants. The provisions of the CARES Act may be effective and operationalized immediately, prior to amending the Plan document. The Plan has adopted the provision that allows eligible plan participants to request penalty-free distributions of up to $100,000 before December 31, 2020 for qualifying reasons associated with the COVID-19 pandemic and the provision that allows eligible plan participants to defer loan payments due between March 27, 2020 and December 31, 2020 until January 1, 2021.

(b)

Contribution

Participant Contributions

Each participant may elect to (i) contribute from 1% to 50% of non-bonus compensation, as defined in the Plan document, to the Plan as pre-tax contributions and/or Roth contributions in lieu of an equal amount being paid as current cash compensation and/or to (ii) contribute from 1% to 50% of bonus compensation, as defined in the Plan document, to the Plan as pre-tax contributions and/or Roth contributions in lieu of an equal amount being paid as current cash bonus compensation. Pre-tax and/or Roth contributions are made through payroll deductions. In the event a participant does not designate whether the contributions elected to be made are pre-tax contributions or Roth contributions, contributions are deemed to be pre-tax contributions. If a participant does not make such elections, the participant is deemed to have (i) authorized payroll deductions for pre-tax contributions equal to 6% of the participant’s non-bonus compensation, and (ii) authorized payroll deductions for pre-tax contributions equal to 10% of bonus compensation. A participant may at any time elect a different contribution percentage (including 0%) with respect to non-bonus compensation or bonus compensation. The first 6% of such pre-tax and/or Roth contributions are referred to as match-eligible contributions and are eligible for employer matching contributions as set forth below.

RAI 401K SAVINGS PLAN

Notes to Financial Statements

December 31, 2020 and 2019

Unless a participant elects otherwise, the percentage of non-bonus compensation contributed to the Plan as pre-tax contributions shall be automatically increased by one percentage point effective with first payroll in April at least six (6) months following the date the first contribution is made on behalf of the participant and on each subsequent April 1^st; provided that such percentage shall not be increased above a specified level of the participant’s non-bonus compensation as designated by the Plan Administrator from time to time in its sole discretion.

A participant may make contributions to the Plan on an after-tax basis, either in lieu of or in combination with pre-tax contributions and/or Roth contributions by authorizing (i) after-tax contributions of 1% to 50% of non-bonus compensation and/or (ii) after-tax contributions of 1% to 50% of bonus compensation; provided that the combined percentage of compensation for pre-tax, Roth and after-tax contributions (A) is a minimum of 1% and a maximum of 50% and (B) shall in no event exceed the amount of a participant’s after-tax compensation.

Employer Contributions

With respect to RAI employees and certain participating companies, as defined in the Plan document, the appropriate participating company makes matching contributions of 50% of a participant’s match‑eligible contributions with respect to participants who are accruing a benefit under the Reynolds American Retirement Plan sponsored by RAI, and 100% of a participant’s match‑eligible contributions with respect to participants who are not accruing a benefit under the Reynolds American Retirement Plan sponsored by RAI. In addition, the appropriate participating company makes retirement enhancement contributions to accounts of eligible RAI employees equal to 3% to 9% of such participants’ eligible compensation, depending on the eligible participant’s hire date, age and years of service as of January 1, 2006. The retirement enhancement contribution made to the accounts of former employees of Lorillard Tobacco Company who became an RAI employee on June 13, 2015 is equal to 3% of such participant’s eligible compensation.

With respect to ASC employees, as defined in the Plan document, ASC makes matching contributions of 100% of a participant’s match‑eligible contributions. In addition, ASC makes retirement enhancement contributions to accounts of eligible ASC employees equal to 3% or 6% of each such participant’s eligible compensation, depending on the eligible participant’s hire or transfer date.

With respect to Santa Fe employees, as defined in the Plan document, Santa Fe makes matching contributions of 100% of a participant’s match‑eligible contributions. In addition, Santa Fe makes retirement enhancement contributions to accounts of eligible Santa Fe employees equal to 3% of each such participant’s eligible compensation.

(c)

Participant Accounts

Each participant’s account is credited with the participant’s contributions and allocations of the appropriate participating company’s contributions and Plan earnings, and charged with the participant’s withdrawals, Plan losses and an allocation of administrative expenses. Allocations are based on participant contributions, account balances, or compensation, as defined in the Plan document. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

RAI 401K SAVINGS PLAN

Notes to Financial Statements

December 31, 2020 and 2019

(d)

Vesting

Participants are immediately vested in their contributions and earnings thereon. Vesting in employer contributions and earnings thereon made to a participant’s account occurs upon the earlier of the completion of 24 months of service with the Company, and its participating subsidiaries, affiliated companies, or upon the occurrence of certain events as defined in the Plan document.

(e)

Investment Options

Plan investments are participant directed. Upon enrollment in the Plan, a participant may direct contributions in 1% increments in a number of investment fund options, or in a self‑directed brokerage account managed by Fidelity. Participants may change or transfer their investment options at any time via telephone or a secure internet website.

(f)

Notes Receivable from Participants

Participants may borrow from their account a minimum of $1,000 up to a maximum of the lesser of 50% of their vested account balance, reduced by the highest outstanding loan balance during the preceding 12 months, or $50,000, and limited by certain restrictions in the Plan document. Generally, loan terms shall not be for more than five years, except that certain loans transferred shall continue in effect until paid off or defaulted under the terms of the loan instruments. The loans are secured by the balance in the participant’s account and bear interest at a rate commensurate with prevailing rates as determined by the Plan Administrator. Loans are repaid through payroll deductions. Participants may continue to make loan repayments via electronic in order to prevent a default following termination of employment.

(g)

Payment of Benefits

Upon termination of service, a participant is entitled to receive a lump sum amount equal to the value of the participant’s vested interest in their account, or, if elected by the participant, monthly installments calculated in accordance with rules set forth in the Plan document. Partial lump sum distributions are also available after termination of service.

(h)

Expenses

The expenses of administering the Plan are paid by the Plan, unless paid directly by the Company at its election. Expenses relating to the purchase or sale of investments are included in the cost or deducted from the proceeds, respectively. Direct charges and expenses, including investment manager fees attributable to specific investment funds, may be charged against that investment fund. Administrative expenses such as trustee, auditor, general Plan recordkeeping and Internal Revenue Service user fees may be paid directly from the Plan and are allocated to participant accounts.

(i)

Forfeitures

Forfeitures are used to reduce future employer contributions. Certain forfeitures may be restored if a participant is reemployed before accruing five consecutive break‑in‑service years, as defined in the Plan document. For the years ended December 31, 2020 and 2019, employer contributions were reduced by $560,000 and $550,000, respectively, by forfeited nonvested accounts. As of December 31, 2020 and 2019, forfeited nonvested accounts totaled $141,577 and $102,191, respectively.

RAI 401K SAVINGS PLAN

Notes to Financial Statements

December 31, 2020 and 2019

(2)	Summary of Significant Accounting Policies

(a)

Basis of Accounting

The accompanying financial statements of the Plan have been prepared using the accrual basis of accounting in accordance with U.S. generally accepted accounting principles.

(b)

Investment Valuation and Income Recognition

Investments are valued at fair value. See note 3 for discussion of fair value measurement. Purchases and sales of securities are recorded on a trade‑date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex‑dividend date.

(c)

Valuation of Notes Receivable from Participants

Notes receivable from participants are valued at amortized cost plus accrued interest.

(d)

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. The Plan utilizes various investment instruments. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. The funds held by the Plan invest in securities with contractual cash flows, such as asset backed securities, collateralized mortgage obligations and commercial mortgage backed securities, including securities backed by subprime mortgage loans. The value, liquidity and related income of these securities are sensitive to changes in economic conditions, including real estate value, delinquencies or defaults, or both, and may be adversely affected by shifts in the market’s perceptions of the issuers and changes in interest rates. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.

(e)

Payment of Benefits

Benefits are recorded when paid.

(3)	Fair Value Measurement

The fair value of assets and liabilities is determined by using a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity, and the reporting entity’s own assumptions about market participant assumptions based on the best information available in the circumstances.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price.

The three levels of the fair value hierarchy are described as follows:

Level 1 – Inputs are quoted prices, unadjusted, in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

RAI 401K SAVINGS PLAN

Notes to Financial Statements

December 31, 2020 and 2019

Level 2 – Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. A Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 – Inputs are unobservable and reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

The following tables set forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2020 and 2019:

	Assets at fair value as of December 31, 2020
	Total		Level 1		Level 2		Level 3
Common/collective trust funds	$	641,596,095	$	—	$	641,596,095	$	—
Money market funds		118,086		118,086		—		—
Mutual funds		823,180,863		823,180,863		—		—
Participant self-directed brokerage account		133,145,252		133,145,252		—		—
BAT Stock Fund:
BAT American Depository Shares		136,059,740		136,059,740		—		—
Fidelity money market fund		518,114		518,114		—		—
Total BAT Stock Fund		136,577,854		136,577,854		—		—
Stable value collective trust fund		403,465,394		—		403,465,394		—
Total investments at fair value	$	2,138,083,544	$	1,093,022,055	$	1,045,061,489	$	—

RAI 401K SAVINGS PLAN

Notes to Financial Statements

December 31, 2020 and 2019

	Assets at fair value as of December 31, 2019
	Total		Level 1		Level 2		Level 3
Common/collective trust funds	$	561,208,885	$	—	$	561,208,885	$	—
Money market funds		272,833		272,833		—		—
Mutual funds		833,961,731		833,961,731		—		—
Participant self-directed brokerage account		93,173,404		93,173,404		—		—
BAT Stock Fund:
BAT American Depository Shares		174,882,140		174,882,140		—		—
Fidelity money market fund		4,298,659		4,298,659		—		—
Total BAT Stock Fund		179,180,799		179,180,799		—		—
Stable value collective trust fund		341,016,714		—		341,016,714		—

Total investments at fair value	$	2,008,814,366	$	1,106,588,767	$	902,225,599	$	—

Following is a description of the valuation methodologies used for assets measured at fair value:

Common/collective trust funds – These funds are valued using a net asset value, referred to as NAV, provided by the administrator of the fund. The NAV is the basis for current transactions at fair value. The NAV is based on the value of the underlying assets owned by the fund, less its liabilities, and then divided by the number of shares outstanding. The Plan has the ability to redeem its investments in the funds at the NAV at the valuation date. There are no significant restrictions, redemption terms, or holding periods which would limit the ability of the Plan or the participants to transact at the NAV. Participant transactions may occur daily. If the Plan initiates a large divestment, the issuer reserves the right to require 3 days’ notice.

Money market funds and mutual funds – Valued at the closing price reported on the active market on which the individual securities are traded.

Participant self-directed brokerage account – This account consists primarily of mutual funds and common stocks that are valued at the closing price reported on the active market on which the individual securities are traded.

BAT Stock Fund – The fair value of the BAT Stock Fund is based on the combined year end closing price of British American Tobacco p.l.c. American Depository Shares and monies held in a Fidelity money market fund used to meet daily liquidity needs. Both securities are valued based on the quoted market price of shares trading in active markets held by the Plan at year end. The BAT Stock Fund is tracked on a unitized basis, which allows for daily settling of trades by participants.

Stable value collective trust fund – This option is composed of a stable value collective trust fund which is valued at the net asset value of units of the collective trust. The net asset value, referred to as NAV, is the basis for current transactions at fair value. The NAV is based on the value of the underlying assets owned by the fund, less its liabilities, and then divided by the number of shares outstanding. The NAV of the fund is calculated daily, and net investment income and realized and unrealized gains on investments are not distributed but rather reinvested and reflected in the net asset value of the fund. There are no significant restrictions, redemption terms, or holding periods which would limit the ability of the Plan or the participants to transact at the NAV. Participant transactions may occur daily. If the plan initiates a full redemption, the issuer reserves the right to require 12 months’ notification in order to ensure that security liquidations will be carried out in an orderly manner.

RAI 401K SAVINGS PLAN

Notes to Financial Statements

December 31, 2020 and 2019

For the years ended December 31, 2020 and 2019, there were no changes in the fair value hierarchy methodology and no transfers of assets between levels within the fair value hierarchy.

(4)	Related Party Transactions and Party in Interest Transactions

Certain investments, within the Fidelity Brokeragelink, Fidelity Money Market Fund, and Fidelity Retirement Money Market Fund, are managed by Fidelity and, therefore, those transactions qualified as party in interest transactions. Administrative fees paid to Fidelity for the years ended December 31, 2020 and 2019 were $66,517 and $372,500, respectively.

The BAT Stock Fund, referred to as Fund, is provided as an investment option for participants in the Plan. As RAI is the Plan Sponsor and a wholly owned subsidiary of BAT, these transactions qualify as party in interest transactions. Fund dividends for the years ended December 31, 2020 and 2019 were $10,556,942 and $11,017,016, respectively. The Fund held 3,629,227 shares at $37.49 per share as of December 31, 2020 and 4,118,649 shares at $42.46 per share as of December 31, 2019.

(5)	Nonexempt Party-In-Interest Transactions

For the year ended December 31, 2020, the Company identified late remittances of participant contributions in the aggregate amount of $324.76. The late remittances were funded to the Plan in March of 2021. The lost earnings of $13.21 pertaining to the contributions were deposited into the trust in March 2021.

For the year ended December 31, 2019, the Company identified late remittances of participant contributions in the aggregate amount of $586.74, which included participant contributions and participant loan repayments. The late remittances were funded to the Plan in March and April of 2019. The lost earnings of $1.13 pertaining to the contributions were funded into the trust in August 2020.

(6)	Income Tax Status

The Plan obtained its latest determination letter dated June 8, 2020, in which the Internal Revenue Service, referred to as IRS, stated that the Plan’s design was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving this determination letter. The Company believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code, and the Plan and related trust continue to be tax exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

U.S. generally accepted accounting principles require plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service. Plan management has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2020 that there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2017.

RAI 401K SAVINGS PLAN

Notes to Financial Statements

December 31, 2020 and 2019

(7)	Plan Termination

Although it has not expressed any intent to do so, the Plan Administrator has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of the Plan’s termination, the Plan provides that the net assets are to be distributed to participants in amounts equal to their respective interests in such assets.

(8)	Subsequent Events

Plan management has evaluated subsequent events from the statements of net assets available for benefits date through the date at which the financial statements were issued, and determined there are no other items to disclose.

RAI 401K Savings Plan

Schedule H, Line 4a – Schedule of Delinquent Participant Contributions

Year ended December 31, 2020

Year ended	Participant contributions transferred late to the Plan *		Contributions not corrected		Contributions corrected outside VFCP		Contributions pending correction in VFCP		Total fully corrected under VFCP and PTE 2002-51
December 31, 2019	$	587	$	—	$	587	$	—	$	—
December 31, 2020	$	325	$	325	$	—	$	—	$	—

See accompanying report of independent registered public accounting firm.

RAI 401K SAVINGS PLAN

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2020

Identity of issue	Cost**	Par value or number of units		Current value
Unitized Company Stock Fund:
* BAT Stock Fund-BAT American Depository Shares			3,629,227	$	136,059,740

Mutual funds:
PIMCO Income A			2,951,246		35,739,592
Vanguard Total International Stock IS			316,297		41,052,229
JOHCM GLB EM OPS IS			924,762		11,836,954
Vanguard Total Stock Fund			4,724,879		349,452,034
TRP GlOBAL GR STK I			1,603,749		68,271,584
PIMCO Total Return Fund			4,009,715		42,502,976
Vanguard Total Bond Market Index Fund			4,037,207		46,912,348
Dodge and Cox International Stock			572,114		25,001,386
JP Morgan Disciplined Equity Fund Class R6			6,239,039		198,339,047
PIF DVRSD REAL AST I			338,265		4,072,713
Total mutual funds					823,180,863
Cash management accounts:
Money market funds:
* BAT Stock Fund-Fidelity Money Market Fund			518,114		518,114
* Fidelity Retirement Money Market Fund			118,086		118,086
Total money market funds					636,200

Self-Directed Brokerage Accounts			164,624,318		133,145,252

Common/collective investment trusts:
BTC Lifepath Retirement Growth			5,667,621		99,834,579
BTC Lifepath 2025 G			4,921,594		99,196,694
BTC Lifepath 2030 G			3,468,750		74,278,075
BTC Lifepath 2035 G			2,994,628		67,859,473
BTC Lifepath 2040 G			2,862,091		68,068,548
BTC Lifepath 2045 G			2,896,425		71,543,449
BTC Lifepath 2050 G			2,709,425		68,755,452
BTC Lifepath 2055 G			1,059,713		27,346,097
BTC Lifepath 2060 G			407,302		7,139,524
BTC Lifepath 2065 G			32,247		386,352
RTHCHD US SMCP CR 2			3,927,737		57,187,852
Wells Fargo Stable Return Fund W (Interest Income Fund)			6,872,791		403,465,394
Total common/collective investment trusts					1,045,061,489
Total investments					2,138,083,544

* Notes receivable from participants (1,630 loans with interest rates ranging from 4.25% to 9.25% and maturity dates ranging from 1/4/2021-12/11/2035).					18,529,472
Total assets				$	2,156,613,016

*	Denotes a party-in-interest.

**	Cost information is not required for participant-directed investments and therefore, is not included.

See accompanying report of independent registered public accounting firm.