NO COPTF-q MAY BF NfAr)F Winutes of a meeting beld in Windsor House on Thurs&y 12th August 1991 to d' ixu cost reduction opportunities in the Tobacco business. Present: Mr U G V Hefter, Mr D P Allvey, Mr B D Bramley, Mr D Brown (part of the meeting), Mr A Monteiro de Castro. Mr E E Ettedgui, Mr E E Kohnborsr. Mr C Schoenbachlcr. Dr B Schweitzer. Miss H C Barton 1. NIr Herter introduced the meeting by saying d= bc had called for the mee:dng as a result of the price war in the US. which could &-ielop into a wider issue with competitors cutting prices to regain market sham in simila situations in other countries. BAT can survive a price war only if we are the low cost proykL-.. In addition we have a commitment to shareholders to grow profits by cutting C--'as wberrier possible. 2. All members commented that there art numerous case studies of price war-- in differem countries around the world from which we could learn. It was also azr-=d that we should be pro-acdve in identifying markets at danger f.-= price wan in order to take proactive step if possible. ~fw Barton will work with Nir Birtzh2m to omduct- i pacer for the TSG in December, se~ out c=e histcries and lessc= :C te lmrned from them. and anaivsing potentialare:i of risk. 3. Mr SCbDe13b2c:hle-- enLained the backgrcund to tl)C dc/clopments in the US m3lir-m since 'Maxiboro Friday*. VFM market sham had n !erated from 30% at the !nd of 199: to 40% by May 1993. The actions si= then have compi=!v cha=---J this mend. wtdc~ Ls ww flar at best. M2xftro has increased its marke: share 1;v 3 or 4 sham points. W-triston picked up slightly but in g=erai the weaker brards hm either aot zained or have lost marka share. 4. In the period from Luc March to Luc May, Basic gained market sharc brf being heavily promoted and discounted with a wide margin for distributors. 5. The braod which has gained most from the price cut is Marlboro, and Philip Morris has gained 1.43% net market share increase. The main brand losen we.--- private label. Cambridge, Best Value. Merit and V-uginia SUms. B.&W, Lig.-- and Lorril1ard have ail lost oa market share. 6. 'nere is aow a two der market with list prk= af $10.79 and $8.09. By announcing and tb= reversing a de=icn to reduce VFM pru= by SLI5, Philip Morris have demomstrated that they will Wo wLvem a=ons are n==%ary to defend their markw sham. Therefore it is expected that if the Level of discciuntittg, and the shase of VF11d, increase, PNI will react forcibly. C~) CY, C.;-, BATCO CONFIDENTIAL - CATEGORY 1:.MTNNESOTA TOBACCO LITTGATMN. BATCO document for Province of British Columbia 25 October 1999 ,2, 7. Other price wars appear to happen where the differential between FR and VFM is too wide. or where the rate of retum is too high, crr where a cr,-Vtiw. wants to gain aLarkm sham. For example, duty ft= is vuLacrible becai= margins are very high. Each market has its own percep on of Lbe acceptable margin which depends on the absolute price level. the competitive environment, and whether the economy is in recession. Profit Outlook for 1993 Nfr Brantley reported that the July forecast for BATCo would be available next week. The June forecast of f-584m PBIT has downsides of about E20m (Asia Pacific North. property -sales, Spain), and some possible upsides. 10. Dr Schweitzer reported that the BATCF budm of DM 269.6m had be= reduced in two stages. In the rim stage the fall in volumes resulted in DM 88m lower profits, offset by DNI 49.5m cost reductions. In the second stage, volumes fell further to reduce profi(s by an additional DM 81m offser by cost reductions of DM 35.7m. Tberefore the lat= forecast is DNf 185.5m. DM 38m of the cost reduction is from arkednz. M I 11. On top of this. there are downsides of DM 8m from the forecast 2bn sales to Iran, in additional DM 2.5m costs for operdne up East Europe, DM 12m accounts r=ivable at risk in Iran. and the weakness of L~e Italian lira. A small offse: is DIM 2m reduczd de-pr=iation on lower =pital expencL,:Lrt. 12. SATCF*s market shar-- is steady but Lle triarke, is down as a result of roLls and transit (esnmated at 15bn, 12% market sLur: and grorwing). G=cricz are not growing as consumers still prefer brands. 13. Dr Schweitzer reported the rumourt-d possibWry of the Lu=h of a Camei refill pack for a re-usable plastic box--- ims wourd--hive the''adVantage of appealing to e3 virorunenEal concerns and allow a lower p6-- equivalent to dmt of West (which would m be fully justified by the lower costs). It would be difficult for vending machines (30% of the market) and food stores. but would work in tobacco i . 14. Hr Castro reported that the latea forec= for Souza. Cruz: is expected to be S270m, which is S2m lower than. the l= farecast but S2m higher thin budget The improvements of $20m for prices of 34c vs. 82,c. $12m from taxes not being raised, 54 m from a 2 mouth delay in the rrnng n tax and S2m additional cost reductions, am offset by lower domestic and export cigarette volumes and lower L=f exports at lower prices. 15. Nir Schoenbachkr reported that the katc:st forecast for E&W was Unly to faH from S369.5m to S367.4m (agai= S887m in 1992). The $520m year on year decline is dw to S274m from elt-i-ing the awk load. S50m increasie in Marketing, $25m C:) N.) U, C" BATCO CONFTDENTIAL - CATEGORY 1: MINNESOTA TOBACCO LITIGATION. BATCo document for Province of British Columbia 25 October 1999 -3 - increase in selling field, and approximately S170m from lower US domestic volurnes and poorer mix. 16. After declining by 25% in the second half of 1992, Kool has beJd -d= share, or even sflghdy increased share in the fim half of 1993 as a result of its support. There could be some upside in the domestic forecasts for Kool and GPC. Cost Reduction Pror"-mes 17. Dr Schweitzer reported that the guideline to retum to 1992 profit levels i.e. DM 228m. adjusted for DM 27m from B&H, was very challenging. 1992 was exceptionally good for exports and the Iran busin= and benefitted from DM 20m BerLin preference. Tbere is a risk of a price war in Germany as Reynolds and Rothmans am both losing share. 18. New cost reducrion programmes include: outsour-,~ng some of the jobs in the field for= such as cbecizing veoding machines. simoie mechandising. T"his could also increase efficiency by concen-tratmg the field forct an selling. It shmid save DM 10m, p.a. from 1995 onwards. In Germany, Prwor & Gamble are experimenting with outsourcing the wbole fie!d for-- by scUing it to a merchandiser and leasing it back an better terms. Th= could be inte:=ting ideas for BATCo in F-,Ircpe: inte--~z R&D Lorc conside-ing, closin2 Be-Lin and putting the production into Seyreut'~. 'rais would M-k- S-CU-se Only if volume projections were. below 55ba and depends on the outcome of the F-urcApeartManufacairing Locamm Strategy. 19. The posmbiliry of moving the head quarters from Hamburg to Beyr=h was di--d - but felt to be a lower priority for consideimon as B~yreuifi'-Ias p6or transport connections and would aoc be attractive to top quality Marketing staff. 20. W Castro reported that the head count in Sotiza Cruz bas fall= from, 18,297 in December 1990 to 15,918 in December 1992 and is project-1 to fall to 13,881 by December 1993. Thrm plants have been closed, Fwahy bas been focused an cigarette paper, sales depots have been centrilised and the bead count in L=Lf and Finance departments has been reduced. W C-2AM believes that it will be possible to reduce the bead coum: to below 10,000 in 2 to 3 yean. 21. Future cost reduction opportunities include closing another plant and rationalising bead quartm. BATCO CONFTDENTLAL - CATEGORY 1: MINNESOTA TOBACCO LITTGAT'ON. U-1 C\ BATCo document for Province of British Columbia 25 October 1999 -4- 22. W Kohnhor3t reported on the prograw made on dw -~ of research resmrces. Our R&D resource is not out of lime with that of our competitors. Them is good sbort term co-ordinadon through the work[-wide b= prograrnme which is Marketing driven. There is aLio an integrzted approach to tech logical developments. However there am stiU areas which rernain uncoorclinared. 23. W Schoenbachler explained that McKiaseys am about to start the performance diagnostic element of an orlm-xisarion structure and efficiency review. This will cover. * the gap between E&W's performance. tb= of compedrom, and sb=holder expectations-, 0 sales and marketing, for example. the efficiency and effectiveness of paying for space in stores, sales force mlls. HQ suppart: . operations. including manufacturing pro&acdvity, logistics and overbe:ds: . corporate HQ. As weU as a functional review, cross funcrionzil opportunities will be sougbt. The diagoostic wW use approximately 8 B&W and 8 McKinsey staff and will take 31/2 months and the implem=tadon 6 to 18 months. McKinsey estimate as a rcuzh order of ma--nirude. based on- sirriia ;;mje::-.-. that the--- could be savings in excess or S i 00M. 24. Nir Kohnhorst. presenred PTojez Core which is kx~dng for breakthrough product c= reductions. by challenging cony=ricnal thinkin wUe mainmining stooking qualiry. and consumer accepLance. Initianves am expected to reduce costs cumulatively by $200tn over the next four years. 25. Xr Brown expressed the opinion U= the US L=f. "D.,ii , -L,*,u*ons- are coutrary to GATT and NAFrA. The= is a possibility tl= they were included in Lbe Budgm package for political reasons and wiU not be applied. 26. Lmperial Tobacco is forecuring to be C514m Wow plan in 1993, and to come back to plan in 1994, although with a wide range of uncertainty. The marixt is very C103e to a price war over re-imports. The legislarive reaction to = avoidance is difficult to predict- Mr Br2zaley will irrvcmgam the possibility of manufa=ring for the Canadi, market in Southampton. 27. Imperkil Tobacco is down to two marrufacmring plants, ooe efficient and one less efficient as a result of its mix of productim Plaw am being made to take ldvantage of the likely attrition of 100 people p.a. The - I , of brands and brazW pacia i3 being reviewed. Two thirds of advertising cosm am gmsorship and this is being LrI c:::) rIj C7 \ BATCO CONFTDE.NTLAL - CATEGORY 1: INUNNESOTA TORACM f.rTIG A T!nN BATCo document for Province of British Columbia 25 October 1999 -5. re&vW carefully to the level necessary to m9amin/graw maric sbam A-T- Kearney are investigating the costs of logic 28. W Bmdey repotted tha BATCO have the o*cdve at reclixang the fixed UW 39MM- variable costs per mille (excluding depreciation and advertising) by 5% P-L in real terms, and the pl= show thm this will be achieved. Eris main concern is the cost of headquarters (Millbank costs L60m p. a.) and dm may be lawns to be I= rned from B&W hem. Ibis will be addressed when Project Rubicon has settled down. 29. Tbere ue cost reduction opportunities in the ratiomfisatiou of Central American Leaf operatioas and factories. A stmegy paper is being prepared on the Caribbean but the opportunities would require a change of policy by B.A.T Industries. Ibis also applies to factory radonalisation in Africa. The smaller plants in Europe (Brussels, Cyprus. Cananes and Finland) are being examined, as arc possible rationalisations between BAT China and Hoag Kong, and countries wbere we have adjacent GLT pLuts- 30. It may be cost effective to exit from L=f in some ramiets. There could be cTortunities by making more Group purchases thmugh MWbank. There are many mariets wbere our facilities could be down-sized. far example, Arg=d=, V-1ela. Asia Pacific, Australia and the Sub-Coatinc= ;md work- W- a Irrneiv started in some of these areas. 31. BATCo has f.500m margin betwe-ca the fac-M and the ramiler. some of wbic.~ it may te possible to claw back. for e7ample. by havirm fewer dis-mbutors. In Australia warencusine, de!ive:-,- and cx-- are bet'n2 coatmc= out- Sumius asset: ---uld be sold. 32. There = some opporTuniriez which should be disamsed it the Segtember met=, for exa=le. that the-. are more management laym above d= be!cw the GMS, and the duplication of export offices. 33. W Herter summarised by saying Lh= he was rmsmzrd by tbe-leve! of inezzica being paid to costs. There am no taboos and apportunide: must be idendfied a=m the Group aoE just within the Operating Groups. If we can make cost savings by morpaising this will be discussed in September. C2 vital F,,,zxndfture 34. W Herter explained that it was rmc=sai7 to re-examine our capital expenditure particularly for incr=ed capacity in the Ugbi of lower domestic market and export growth projections. 35. W Kabahom showed the B&W U= volunse fore= for 1998 of 117.5ba, which is well below last year's plan. Heace the c2piml e I-- NE re priorifm am to achieve Ln fkmbility at minimum cou, to phase -pp-rhl re and to mak= o~~f r1 J U-1 -1-J ca co BATCO CONFTDE,VTLkL - CATEGORY 1: NnNNVESOTA TORA(-rn T T-rTr-, Ar'r" BATCo document for Province of British Columbia 25 October 1999 -6- plans. Ile key mix issues of box, menthollmdried and export/domescic are being addressed, and cost reduction is being ac lerated- 36. The of phase: I of the Macon expansion have been = by M25m, the capacity bas been reduced by 25be to 130-135ba (expandable to 165bu) and product advantages (redrying leading to gre:ater uniformity, lower foreign marmr. and less downtime for cleaning) have b= achieved. 37. The total cost for a.1.1 four phases has been reduced from S342.7m to S257.3m. 38. ELT does not run 24 hours, 3 shifts. It could have surplus capacity by ex=ding hours with some changes to manning leveis. Monk in Guatemala ships dried whole Leaf to US for GLT. This may be an opportunity for BAT. There may be surplus capacity between ELT and Souza Cniz. W. Bramiley will ask TW Soowden to investigate this with Nir EWThon and Nir Be 39. Nfr C2stra reported that 524m capital expendimm in Souza Cruz has be= Pc-j~-'J in 1993 because of lower volume pmjectioas both in the domestic and export mark= . At lc= $10m will iLso be poaponed in 1994. Souza Cruz has exc= capacity today such that it could ope-= solely with Uberiandi-. Closing additional pL= is poLitically difficult and therefore excess cavacity is likely to continue for some time. 40. Dr Schweitzer reported that DM 68m capimi e=endinim in BA-:C7 was for rationalisation ard automation proje= am cct -orr capac-.r;. Some =iml expetKUture decisions have be= deferred' and am DOW cu =Itiv on ~wc shifts. and ca=rt could be incrmised ftatber Dv movinz o mr-- shifts. 41. Mr Emmley reported that the saies forr=~- for the Southampton fac=7 arc wed down and na just for Asia Pacific North. Various opacas are being considered, such as the phasing of capital expendinim in Southartimn or closing other plants morr- quickly. The blended line has be= de!ayed by two ye=. although tbi3 may need to be brought forwa-rd- again if other piants; are closed. or if some Virgirvi, h-memave mom to a blended product. Mr Herter st=sad d= we would need to look amss the Group for blended capacity before investing La Southampton. 42. Mr Herter asked W Kalinharst to update the Group view of capacity as qaickly as possible and at the lat= for the 17SG meeting in December. This is needed to review the individual Openting Group plans. Mr Kahnhor3t mid that th~ wais ahmdy being prqnred as part of the dimster recovery exr:vise, but it wiu be ar lem 43. Mr BmmJey will ask N1r Davis to update, in pamlleL the work on the standardisatica of production particuMy of M. This needs to be a joint Manufacturin&SLukcting dative, and the proposal is oot to change everything now but to move towards sta rdisation. W Bramk7 will am ask W Becic wbaber the pi r - - in? -s fbr Ln Group ordering of machinery ftum major stippfim is working sx=faictonly. C) r1 J 13 ATCO CONFIDENTIAL - CATEGORY 1: MINNESOTA TO13ACCO LITIGAT' ON. BATCo document for Province of British Columbia 25 October 1999 -7- Lkccount-c Receinble 2nd InventorioR 44. LW Bmmley mported that BATCo's Debtm and Stock3 increased from EO.88ba at the end of 1991 to U. I Mm at the end of 1992. 7be k==m of E300m wu made up of fll9m currency movements; L123m stocks (oew companies, closing factories. leaf stocks for export, conec leaf durations and raw materials for exports); and Mm debtors (VAT, new companies, incremsed cigaretre prices), i.e. nothing particularly unusual. 45. Ile major item is Stocks which are expected to be only I % higher in 1993 than 1992 and am likely to fall next year. Stock turnover is fore= to incre= from 2.7 in 1992 to 3.1 in 1993, and debtor turnover to imumve from 5.9 to 8.0. 445. Dr Schweitzer rrported that BATCF was cutting dawn Leaf purchases to bring duration back to 12 months. lFinished goods stocks smnd at 14 days as usual and AIR at 48 hours. All exports am for cash up front with the exception of the DM 12m debt in Iran. 47. MY Castrn mported no probleTns with debtors in Scc= Cruz which stand at about 4 days. However there is a huge problem with Leaf. with increased L=f production. lower domezdc cigarette sales and lower L=f e=, . The lat= crco wu 240k tonnes against the 225k tonnes pLa=ed, bowever the price paid was Lbat contracted for 226k ton=. The duration has moved frurn less than l'-1 months in 1991 to 24 months now. 48. Souza Cruz is coau-aczad to buy 179k tonnes in 1994 whic;-L has rc-suitcd in m,2nv complaints. Lm this will bring the duration back ro only 21 months. There is a danger that f2=e-s who stop growing Tobacco will oct start again tven if it is ne:::~ in the furun. 49. Nir BrmWer will ask Nfr Snowden to review the forec=s for real dernand for Leaf in order to give better central guidance. In addition the Leif Directors will-be &4-.,i to review how much Tobacco is being brougbi from cutside the Group. and the prices being charged w Group as opposed to third party custoax-rs. 50. W Schoenbachler explained that B&W must declare its damestic Tobacco purchase requirements ooe yearahea . It then has to buy 90% of its forecast or pay a penalty. B&W is currently evaluating the financial effects of buying 90% or paying the penalty. It is also evaluating reducing its duration and talcing the risk on being able to buy L=f as necessary from dealers. 51. B&W's AIR are forecast to fall from above S200m at the end of 1992 to S50m at the end of 1993 as a remh of the de-loadiag in the domestic marict. 'A % dis== i3 given for paying within 2 weeks. 71tis is cqms~m but it reduces the risk from the Ln trade which is in financial difficulfm. $131m ofthe S154m irmmsational AIR is with U1 CT\ BATCO document for Province of British Columbia 26 October 1999 Sumitomo in Japan. This could be reduced but only by wEwg les3 in Japan. $10m AIR transLues into S5m tradng profit. 52. Mr Herter summarised the meeting by saying that he believed that them was much value from the cross-fertilisation of ideas. It may be possible to use the McKinsey approach in other parts of the Group. Ttere may be further scope for capital expenditure reductions as volume projections are still high. It was confirmed thaa there will be a TSG meeting in September to discuss furtber the Group co-ordinadon issues. ECB 17-Auz-93 -1-n 1nVrTnrNTTA1, CATEGORY 1: NnNNESOTA TOBACCO LITIGATION. t_n C) CM a\ -4 BATCo document for Province of British Columbia 25 October 1999