F brovu & Wiluamson SCh,4= O.F_AoolTIMQ IjMMMM Fad= Num, ;A49f"Ass Aug:: JAM AjqppA%T 3 1, Date Prepureds- FW 1979 Delete as Apylluble CONTINGENT LIAMILMIS MONS/ CURRENT ASSCIS I I MT&D TO AMUSE LESS TUN SOOK VALUZ NONE/ Kim TO Svosclas FOR, SAMUM Non/-.- MIM ca0a UMITS OR LOSSM 09 MU'OlF ?=D ASSM PAMUTS To DuAll I I W OWING COMPANY NOW S 'TAL AUDITORS RUMTS Copy "at to lu KlUbank NONE MORS 05 AUSITIS CTS & MMrT & LOSS AOMUNT w1w. POST BALANCE SEW EVENTS NONE., mATERIAL TRANSATIONS INVOLVING DIRECTORS NON31, DATE XA ......... Director Director D A REPORT OF THE AUDITORS 70 TM MRXC`TORS Olf Brovu & C:) C:) B.A.T hournmas P.Lr. - linsum Dwourony Copy - PMMCED PUFAMMff To VLD. OF comw iwomw DAM 54mus BrATE GFNWSWM ETAI, V. Pmpnm ET CAUND.C1940465 BROWN A WILLIAMSON INDUSTRIES INCORPORATED December 31, 1979 ATTACHMENT TO FORM F Report of the Auditors to the Directors of Brown & Williamson Industries Incorporated We have examined the attached Consolidation Accounts, con- sisting of Schedules A, Bl and G, of Brown & Williamson Industries Incorporated, an Indirect wholly-owned subsidiary of B.A.T. Industries Limited, a United Kingdom corporation (the ultimate holding company), at December 31, 1979 and for the fifteen months then ended and at September 30. 1978 and for the year then ended. Our examinations were mad* in accordance with auditing standards generally accepted in the United States and, accordingly, included such tests of the accounting records Lad such other auditing procedures (which included obtaining appropriate information and explanations) as we considered necessary in the circumstances. The primary purpose of the Consolidation Accounts which have boon prepared In accordance with the ultimate holding compLny's Memorandum on Consolidated Accounts and supplementary letters thereto in to enable the Directors of the ultimate holding company to prepare its coasolldatod financial statements in accordance with United Kingdom accounting standards and in compliance with United Kingdom company law. Those requiremonts differ in several respect* from United States generally accepted accounting principles an summarized in Schedule F to the Consolidation Accounts. Accor- dingly, the &OCOMPsAyiXg Consolidation Acemuts, art not Intended to present financial position and results of operations in conformity with accounting principles generally accepted to the United States. We expect to report separately on the consolidated financial state- meats for the years ended December 31, 1979 and September 30, 1078 prepared in accordance with accounting principles generally accepted in the United States. An acted in Schedules F, G. N. Q and T to the Consolidation Accounts, Brown & Williamson Industries Incorporated engages in material transactions with affiliated companies. to our opinion, the Consolidation Accounts consisting of the schedules referred to in the first paragraph above present fairly a true and fair view of the state of affairs of Brown & Williamsou Industries Incorporated at December 31, 1979 and September 30, 1078 and of the results of its operations for the periods then ended, on the basis of accounting specified by the Memorandum on Consolidated Accounts and the supplementary letters thereto, which basis has been consistently applied during the period. Zu rQ B.A..T k=XMM P.LX. - WRAWWA 000@ffony Copy pRontloo PLW4UOT TO I VLD. OF Comw JUDOMW DA11ED 54M N STAg gF MMWEWA ST AL pWV CAn Hm CI-044MG Our examinations have been made primarily for the purpose of expressing an opinion on the Consolidation Accounts, taken as & whole. The accompanying supplementary Information, which has been prepared in accordance with the ultimate holding company's New- randum an Consolidated Accounts and supplementary letters thereto, consisting of Schedule* 92, Cl, C2, 8, L through 0, Q, 7 and Wl is presented for analysis and ultinato holding company disclosure pur- poses and is not necessary to present fairly a true and fair view of the Consolidation Accounts referred to in the first paragraph above. We have not examined the supplementary lnform&tioo for the years ended December 31, 1979 and 1978 and, moo rdingly, we do not express an opinion on it. Except for the information not examined by us, the above noted supplementary Information has been subjected to the tests and other auditing procedures applied in the examinations of the Consolidation Accounts referred to in the first paragraph above and, in our opinion, presents fairly & true and fair view, on the basis described above, in all respects material in relation to the Consolidation Accounts taken as a whole. The statistical and other Information on Schedules R2, V and W2 was not examined by us and, accordingly, we do not express an opinion thereon. This report in intended solely for the use of the ultimate holding compsay's Board of Directors, mLs&gqm*nt and outside auditors; it should not be proseat9d or quoted to anyone outside the Con W y without our prior consent. %I Louisville, Kentucky February 28. 1960 C:) r%) 1-4 Ah. PJ NJ LAJ k=gn= P." - MMMMA DVMrM CWV PROM= NMMM TO WD- OF Comw juDomw DATO &*U w SrAys oF Mlywom ErAL, y, A" MAU& Er CAMEN&C104MR Company Nam: Brown & Williamson Industries Me Actual For: December 31 19h Date Prepared: February 2% 1980 ATTACBMUT TO FORM F The seem Wigv= consolidation accounts do not include Brown & W I an Industries. Inc.1a direct and Indirect v1volly owned subsidiaries. Consolidation of those 4 as would be requit*d i VaLted, States I --arally acceptod.accousting principles. Separate consolidittion accounts are Limed with regard to these subsidiaries as follows: Brown and Williamson Tobacco Corporation Gimbol-Bake Retailing Corporation The Kohl Corporation N) CD r1j 1@4 C@l U-4 @ - UNNOMA OMMUMM Copy PMMM MMAW TO VILD. OF ILA.T IMXWMU p.L.C Comm Amaw ftno Mn at $MIN gF MMMMrA, &T AL V. P#" MMM U-66 CmM MM C1 i @us Company New: Brown& Williamson Industries Inc. Actual For: December H 1979 Date Prepared: February 24. 1980 ATTAMONT TO FORM F U.S. $ in Thousands Not intoms and stockholderfs equity are $12 and $37, rBspectLval less under United Kingdom Accounting S;Mwdords than under U.S. rZAAP since deferred taxes are accounted for using the probable liability method In aceordance, with WAS. PQ C) Nj @4 C) Z1. S.A.T UMMM p4..t _ MWWWA Owwffmy Cwv pwouco Pumwmr To I VILD. OF comwff jugeow DAm swu w SrATs oF MWAwrA, ST AL v, P"v AWMK IT CAIS Ift C14M4M Company Name; Brown & Williamson Industries, Inc. Date: December 31, 1979 Date Prepared: February 28, 1960 Currency: U. S. $ Thousands ATTAr&NKMT TO FORK I The Company has numerous transactions with Its affiliates which are refloated elsewhere hotels with the exception of service fees which wore an follows for the 15 months ended, December 31, 1979: Brown & Williamson Tobacco Corporation 510100 Glabol-Saks Retailing Corporation 5,198.1 Saks and Company 1,783/ The Kobl Corporation 1 150/ Phi JLA..T h=*WJM PA-C- U18"MA 06POOM" COPV MMM PWOUAW To VNM. OF Comm" JUDOOW WNW -2rM M A&MJRWA, T AL V. pWLV A@WM ET CAss No. C14M DKM &