EAT: GROUP PLrN,'-__NG DEP7, TE_: 44-7!-2-2.-w-3_79 44 71 'Efl~~ C N 0 0 C I P 0 _2 CC 4 ~L - -, NO COPrFS MAY BE MADE A meeting of the Tobacco Strategy Group was held on Wednesday 8th December 1993. SECRL7 Present: Mr U G V Herter, Mr D F Allvey, Mr B D Bramley, W N G Brookes, Mr D Brown, Mr E Z Ettedgui,11-ft A Monteiro de Castro, Mr TE Sandefur, Dr B Schweitzer, Mr H A Tomat, 14iss H C Barton (Secretary) W. N Davis was present for items 2 to 19; Dr E Kausch for items 2 to 7; Drs R Thornton and C Proctor for item 2; Messrs I Snowden, N Bennemann, Goode, Hernhold, R Harrison for items 12 to 19 ; W S P Chalfen for items 19 to 30; and Mr D C Potter for items 37 to 39. Minutes Amendments to minutes 13, 17, 33 and 38 of the TSG meeting on Sth September were circulated in advance of the meeting. Reseirch And Develourrient 2. Dr T"hornton suiranarised the work of the Scientific Research Group over the past year. the screening or scientific literature ror the alleged efrects of cigarette smoking; the impartial identification of research which should be done and top quality researchers to do it; projects which were completed during 1993; and newiy approved projects. The two most rec-ently appointed consultants are American and German, and have high international scientific reputations. Mr Herter thanked Dr Thornton, who is shortly to retire, for his work over the years in this area and the clear way in which he explained the science to laymen. NIr Davis presented some statistics on Patents filed over the past year by BAT (59), Philip Nfor-,*s (132) and ILI Reynolds (74). However, the number of patents is not as 3ignificant. as their commercial viability. P14 and RJR have been filing smokeless cigarette type products. PIA is currently filing novel pack designs, having previously also filed novel ciga:ere designs. Mr Davis could not see that commercial advantage could be achieved from novel packs, since, to deliver machines at a reawriable cost, the equipment would need to be supplied to several cigarette manuracturers, and therefore machinery manufacturers would not give exclusivity for more than two or three ycus. The only successful novel cigarettes have been Barclay and CaprL Nicotine-free cigarettes have not taken off and Premier was a failure. However, a smoke-free CigarCUC With an acceptable taste would have a good chance or success, therefore this is in area in which BATCo is taking action. All issued patents are reviewed monthly, but Nif r Herter requested a more rormal annual review at the September TSG meetings to ensure that no competitive trends were overlooked. CP CD C__ (Z) CD C7 _1 Z-1. BATCO CONFIDE.NTIAL - CATEGORY LNIIINNESOTA TOBACCO LITIGATIO.N. BATCo document for Province of BritiSh Columbia 25 October 1999 jr '. : 7. iEE 2 4. Dr Kausch presented the development work it BATCF on Project Hamster. The novelty is not in the co-axial cigarette rod or in the co-&xW filter but in the combination of the two, which gives flexibility for product development. The current marketing objective is to develop a full flavour cigarette with single digit ur. It may also be possible to reduce sidestream and ignition propensity. 5. As there is in urgent Group need for an improved Lights cigarette, Mr Herter asked Dr Schweitzer to make a proposal to him as soon as possible for a Group project to develop a co-axial Lights product. This should include an objective and a time scale, a project champion, a Est of"insiders" on the project, and the R&D and Marketing resources &om 0 the Operating Groups that can be committed to the project. 6. The possibility should be investigated of holding a workshcp, for the Marketing and R&D staff involved in the project, in Hamburg in early February. An objective of this workshop could be to "brain-storm" a total catalogue of what could be achieved by usin& this technology and then rrom this catalogue selecting the key styles for development. 7. Mr Herter stressed that if the development is successful, a launch covering key markets should be considered to ensure that competition is not allowed any lead time. Mr Sandefur recalled seeing some RJR patents for co-axial cigarettes in the US and advised that the patcrit position should be checked. Production S. Mr Her-ter considered that, with increasing complexity, BAT's manufacturing strategy should be to have separate intemal units for high volume and low volume brands within each major factory. The European Manur2cturing Location Strategy should set out the objective to have two major rnanufa=ring sites in Europe at the latest by the end of the century. Mr Br2Mley said that BATCo would address the possibility of closing Brussels and transferring its production to Southampton, with the exception of RYO for which a more suitable location would be identified. 9. Mir Davis presented the cash flow implications of closing the Brussels factory and transferring manuracture to Berlin and Bayreuth with B&H GT returning to Southampton. Mr Ettedgui pointed out some technical errors in the calculations- However they did not affect the conclusion which was that inirnediate closure ofthe Brussels factory could not be justified because of the high severance payments but that a managed run-down should be pursued with a view to eventual closure. 10. Mr Castro reported the successfisl closure of the Bonfim plant. The payback was estimated at one year. Souza Cruz has reduced its number of phuits from 7 to 3 over the past two yeus. Mr Herter congratulated Mr Castro for achieving this in a socially and politically acceptable way. C__ BATCO CONFIDENTIAL - CATEGORY 1:.NIINNESOTA TOBACCO LITIGATION. BATCo document for Province of British Columbia 25 October 1999 ~-'-Z7: GiZOUP P'LqNNING DEPT, TE'-: 44-?1-222-31179 44 7 'd].76 0 POl W Sandefur presented an interim report on Group manufacturing capacity 'Which showed that there is surplus rapacity overall in every company but not in hinged Ed. The final report wiU be presented to the TSG in March together with the report on disasta recovery. He reported that B&Ws capital programme has been reduced consistent with the latt3t volume forecast, and additional cost avoidance has been achieved through improvements in the Macon Expansion (&g. establishing a super primary line). Mr Herter requested that all operating groups should review their capital expenditure plans to ensure that there was no expenditure on expansion, with the exception of Project Test. Expenditure should be on conversion, replacement or rationalisation only. L _C2 r 12. Mr Snowden explained the relationship between leaf specification and manufac:uring costs. Stem in Lamina (SIQ has been reduced from 3.5% to 1.7%, wl~ich has resulted in cost improvement. The objective: has been to achieve a n=owcr distribution of particle size: with fewer large particles and also less dusL This process within GLT of reducing both SEL and costs has been taken as far as possible. Lower SIL could sO be achieved within GLT or within manuracturing, for example, by winnowing. However thcst possibilities will have cost penalties and the quality benefits will need to be traded off against the costs, but the preferrcd option would be to do this at the making level. 13. Mr Ettedgui presented Projcct Maple. Maples shires have under perfon-ned those of their competitors during 1993. Tobacco stocks have increased from S133m in 1991 to S305m in 1993, taking the stock duration from 71 to 129 days. This has resulted in an increase in borrowings. Gearing climbed from 260% in March 1991 to 344% in March 1993 and is believed to be in excess of 400% at the end of Scptember. Maple's bankM placed restrictive covenants on its dcbcntures including a minimum ratio of current assets to current liabilities of 1.25. Maple is now in breach of this at 1.20. A loss is forecast for 1993/4 partly as a result of an $1 8m stock write-off 14. If Maple faded, BAT would have little problem with purchasing. With respev, to selling, Zimbabwe would have some difficulties until other dealers were signed up, but this is believed to be possible. The main problem would be in Brazil, where Maple is the marketing arm of Souza Cruz- If Souza Cruz could build up its own marketing function it Is likely that BAT's major competitors would be unwilling to buy from it, although they are wining to buy via Maple. This could result in a loss of 50% of Souza Cruz leaf exports that currently go through Maple (equivalent to 25% to 28% of total leaf exports) and a higher proportion of its profits- 15. Another possibility is that Maple could conclude that it can Solve its difficulties only by making more profit from the Brazilian market either by having it different relationship or commission structure with Souza Cruz, or by investing directly in Brazil, for example, by purchasing Universal's surplus plant. BATCO CONFIDENTIAL - CATEGORY 1: MINNESOTA TOBACCO LITIGATION. U-1 C:D CD CD CD BATCo document for Province of BritiSh Columbia 25 October 1999 5 ;:-: GRZ:.:~ PLR-'-:NG DE?T TE;-: 44-71-222-817'3 44 71. No. 001 P .05 16. Many options to prevent Maple from Wing or being acquired by a competitor have be= evaluated: The stock quality is not very good. The most that BAT believes that it could buy which would meet standards is I.Sm kgs, which is insignifica= since the total stock is about 120m kgs. The amount ofextra volume which could be channelled via Maple is also insignificant, leaving aside the additional risk ofdoing this. Various possibiTities to invest in 1~ftple, work with Maple's banks to restructure the business, divest the wool business, etc. were proposed. 17. It was agreed that BAT should not invest in Maple's equity. Maple should be BAT`s first choice for buying but it is important to maintain a spread of dealers. Since the main problem is in Bra;61, Mr Csstro and Mr Ettedgui will consider the options and make a recommendation to Mr Herter, both with respect to Maple and with respect to Souza Cruz establishing a leaf marketiig am. Discussion will be held with Maple only after BAT has agr.--.-d its position. 18. Mr Snowden reported that the LeafTrading Group had discussed leaf buying, and agreed tha- the policy should be that the first choice would be to buy from a BAT associate, the seccrd choice would be to buy from Maple and the third choice would be to make strategic purchases from other dealers in order to maintain flexibility. The Group (which includes the three key buyers) wM monitor adherence to this poUcy, and Mr Snowden should provide a progress report to the September TSG meeting. 7.eeaLfRe2ulatorv T-sue3 19. Mr Chalfen reported that the leaf contracts had been reviewed over the past few months. A framework contract has been established for exports which ensures that the balance of risk3 is corr=. AIr Snowden said that the framework provided a tight guideline which was often difficult to apply in practice. B&W and BATCF have buying contracts, but BATCo does not. Deals are often done on the telephone or by a handshake. Mr Chailren will review the position within BATCo with respect to a buying contract. 20. Afr Chalrcn also reported that the distributor contract was being progressed with BATCo. 21. I%fr Chalfen reported progress with respect to counterfeiting over the past year. The Group Security Manager has co-ordinated the Group approach by bringing together appropriate representatives from each operating group. Common interest has been recognised, and the active exchange of information has greatly alleviated the problem and has already led to some successes in the field and in court. The organisation ofthe activity has been benchmarked against other companies that face similar levels of counterfeiting. BAT's military intelligence approach compares well with the physical security approach taken by our main competitors. The key to future success is continued improved co- ord:nation. BATCO CONFIDENTIAL - CATEGORY 1:.M[N.,NESOTA TOBACCO LITIGATIO,14. BATCo document for Province of British Columbia 25 October 1999 SAT: GRCU~ DEP74 TEL: 44-71-222-8179 No.001 P.06 22. Mr Chalfen demonstrated how the brand categories currently in use for trade mark protection purposes are out of date. The ctisting policy of which companies should file in which countries has not been adhered to. Both these factors indicate the need for a revised trade mark policy and procedure. 23 In September 1992, the TSO set up the Trade Mark Counsel Group (TMCG) with responsibiEty for Project ReMark and for the review of the Group's trade mark policy and procedures. With respect to the trade mark policy, the TMCG concluded that: the responsible companies! register could be made to work irdesired-, Project Stem dom not affect this; the absence oflegal/marketing co-ordination and the absemce ofa procedure is lead4 to problems despite the TMCG-, the 'group-widc interest, especially where there are ininority interests are not adcquatcly recognised; there is no strategic planning oftrade marks to complement any strategic planning of brands; the legal situation is more complex than it needs to be, tax planning is not taken sufficiently into account. 24 The T.MCG met with the Marketing DirWors on 7th December and agreed in principle to the adoption of a trade mark *template" (which is efrectively the data input form to a. sophisticated trade mark management programme) in order to maximise efficiency and fl=-billty. Generally the file manager for a trade mark will be its brand manager. One of the main purposes of completing the template is to decide on the territorial coverage for filing. The programme will have pre-assigned lists of territories whir-~ will wist with ensuring the -apprcpriate coverage and will prompt periodic review ofthe Ming for all trade marks. 25 The TMCG had also considered and conrcptuafly supported establishing a central trade mark owning company. This is not possible for the B&W trade marks in the US because of the tax implication% but it may be possible for most of their other trade marks. The legal feasibility and tax costs of this are being progressed but could take one to two years to &chic-.-e. A central trade mark owndng company will strengthen the legal ability of the Group to en."orce its trade marks, permitting the legal "notoriety" ofa mark in one country to assist in protecting it in another. 26 Mr Herter pointed out that the development of economic blocks meant that even local brands should be protected in their whole regions. It was agre-.d that all major local brands should be protected in their region, that regional brands should be protected internationally, and that international brands should be protected world-wride. All new trade mark re3istrations should be made through the central trade mark ow-ning company. 2-7. The decision with respect to territorial coverage must be made by the filing manager in consultation with the marketing stair Marketing staff must involve the trade mark staff in product devc1opmcnt as early as possible in order to avoid potenial problems. BATCO CONFIDENTIAL - CATEGORY 1: N-11NNESOTA TOBACCO LITIGATION. BATCo document for Province of BritiSh Columbia 25 October 1999 SAT: G.;OUP PL='.,;ING ::'~7 TE' : 44-71-222-8179 44 N o . 0 C I P . 0 7 6 Froiect Stem 29. Mr Herter explained that the Marketing Directors would be invited to the TSG each May to present all international and regional brands and important local brands. Hence the importance of the paper that had been distributed in advance of the meeting proposing a br-And classirication. He wished to propose one amendment to the circulated paper which was the add:6on of Derby to die rLst of'regional brands. He asked all members to send thci~r proposed additions to the classMeation to him as soon as possible, together with supporting evidence fortheir proposed classification. 29. T*,-,e brand presentations in May should cover product, pricing, communica6on and priorities by market, in order that the strategy and concept should be agreed. They should include rr----.rial as we!l as figures. The communication should focus on basic positioning unless p-.;: motions are part or the basic concept. 30. T*.-.m May TSG would be devoted to this subject and the Tobacco Strategy Review, and sh-culd be attended by the BATCo regional directors as well as by the operating group maActing direvors. 31. It was agr=d that B&W would continue to manage the relationship with Kental in E,.ilgarlsk and Rom.ani2, but that BATCF would be responsible on the ground in Bulgaria t~zough the organisation which it has skeady established, and that it would seek to set up an organisation in Romarda. 32. B&-W and BATCF use the same agent in Turkey. Mr Her-ter will consider following his visit in Januar-,,- whether the agent is the best one to use. 33. BATCo is scning up &-i organisadon in Uzbekistan to manage impor.3 in addition to NBD ac';Ivities. 34. Exports to Austria, Belarus, Ukraine and Macedonialformer Yugoslavia are the res;onsibill-,; ofBATCF. 35. Lithuania %h~Lil be rca:-ocatcd to BATCo since it is effectively the sarn, e market as Latvia &n~ Evortia. 36. Th-- principle was agreed that one company should be responsible for international duty fret in each =untry. Mr Bramley will make a recommendation to the TSG. 37. Mr AlIvey re;orted progress in developing management information by end market and by brand. There &re two aspects to this: approximate figures for 1994 Will be presented to the TSG in Nfa:chl in parallcl a working group is addressing the future provision of more ac:'-ratc &no cansistent management information. Ile cmphasiscd the importance that each rrember should ensure 'hat his managers are aware of this development work to avoid the pcisibility that the work could be being duplicated by end market or brand managers. BATCO CONFIDENTIAL - CATEGORY 1: MINNESOTA TOBACCO LITIGATION. (_-7 BATCo document for Province of British Columbia 25 October 1999 SAT: GROUP Pl-~*.NING DEPT, TEL: 44-71-222-8179 44 71 -22--'d1-,60 No CC! P.OS 7 39. 'dr Bramley proposed that the working group should discuss the issues with other international companies in similar positions. The issues that am being generally debated include whether the transfer price in the management acz=t3 should include a return on the capital invested in manufacturing capacity, and the impact on marketing decisions of allocating more management profit to the end markem Mr Brantley suggested talking to United Distillers and Mr Castro suggested GWette. 39. Mr Br2M]ey explained how BATCo makes sourcing decisions for contract manufa=e. This will need to be taken into account when designing future management information systems. Better forecasting wiH be needed for contract manufacttire in the future. 40. it was agreed that Mr Herter would write to the agents explaining the changes &S a result of end market control, All members should send to W Her%er a list of agents who should be written to. Mr Allvey proposed that a questions and answers book should be prepared, in consultation with Mr Pride2u%, to be used to answer questions from the agents themselves and from the press. 41. It was agreed that the costs of taking over markets would be absorbed by the company incurring the costs, and that, if necessary, adjustments would be made to profit figures at &.e year end. 42. All members reported that the end market hand-over was going weU. The transfer of Norih Africa from B&W to BATCo will be phased over 1994. Mr Dunt is forming teams %ith a mix of staff from many companies in South America. The key issue in Eastem Europe is how quickly BATCF can set up its organisations. Therefore the transfer is unlikely to be complete until the end of 1994. Marketing 43. It was agreed that the Lucky Strike pricing strategy would be to price at parity with Marlboro where possible. Where there is substantial volume ofLucky Strike, changes to the price position will be made with extreme care. Where the brand is progressive the current price position will remain, but any opportunitics to close the gap will be taken if possible ove.- the longer term- 44. Nir Sandefur updated the TSG on advcriising developments for Lucky Strike, Kent, PaU ?.13U and Viceroy. Mr Winebrenner has assembled joint teams who are working with different agencies around the world to product recommendations to be tested intcrnationzfly. A uniform pack for Pall Mall is urgently needed. Mr Dramley will in, -estigate the suggestion that BATCo is considering launching Pall Mao in 253 at a slight discount to the next to the lowest price point in Belgium- 45. It was agreed in principle that the floor price for Lucky Strike should be $15 and that over the rnediurn term it should be moved up to S17 in eastern Europe to be at parity with Camel. Mr Sandefur will send the latest pricing information on Lucky Strike to Mr ~-n Herter. CZ) CZ) CD CD BATCO CONFIDENTIAL - CATEGORY 1: MINNESOTA TOBACCO LITIGATION. BATCo document for Province of British Columbia 25 October 1999 SAT: GROUP PLANNING DEz- TEI-: 4-'-";1-222-8!79 . . 474 71 12~2 0 N 0 - 0 0 1 P C C- 46. Mr Sandefur presented the latest developments in the US price war. Since May VFM has fallen rrom 37% to 32% ofthe market but has recently stabilised. Marlboro rose from below 19% to 221/9 and is being maintained at this level by some use of couponing. Wiwgon grcw from 7% to 10% as a result of Wunton Select but has now fallen back to 71/4% as the discount has been reduced- Newport is pining share as a result of its widespread discounting. Basic is growing through undermining and outspending GPC on distribution, advertising and discounting. However GFC is holding up reasonably well by good tactical use of the discounting of $1.30 per carton on average. 47. Mr Herter concluded from the price war papers that if a price war is anavoidabie it is better to enter it full heartedly. Although price brands can be selected from the existing portfolio, there is a good case for choosing a new free-standing brand, for example, GPC' Basic, Derby. Margins in the ruture are expected to be narrower than in the past. However BAT contributes to the pricing level and there may be more scope for price increases than assumed. All members should circulate the BATCo and BATCF papers to key managers. Proviress Revorts 48. Mr Herter requested that information on volumes in Ukraine and ofLucky Strike in France should be added to the regular reports. 49. New West in Germany is not selling well. Environmental considerations do not appear to be of overriding concern to smokers. Mr Allvey pointed out that there is an environmental plan at each company to comply with the Group poUcy, and Ws covers fbil, acetate, etc. over a period of time. 50. Mr Herter said that the perfbrmance of the IBs, with the exception ofPGL and SE555, was disappointing, and he was concerned about the outlook for 1994. Mr Ettedgui pointed out that the trend in domestic markets was even poorer. However in some domestic markets, market shares arc holding up even if absolute volumes are down. Dr Schweitzer observed that all the papers rcilected considerable downtrading around the worid as a result of the recession, which gives less room for real price increases than previous years. Mr Herter stated that the main price decreases have been caused by the major players themselves. The plans must place more emphasis on the development ofdomestic markets. 51. Mr Brookes reported on progress on investment in new Markets. A proposal on "ble pref converti erence shares has been received from the Yava factory manager which is being considered. The CEC has approved a potential greenfield site in Saratov. Mr Herter and the Cbairmaa are visiting Uzbekistan in order to try to win the personal support ofthe president. proposals in Moldova and Belaru3 are moving ahead quickly. News ofa delay in Vietnam has just been r=',Ycd. The inconsistency in approach to project teams between the operating groups is being discussed by NBD and BATCo. 52, Mr Bramley mportcd that a project team in Hong Kong is considering joint venture options in China. They are due to report by the end of January on the potential partners, k-71 location, and international brands. CD CD c0 13 ATCO CONFIDENTIAL - CATEGORY 1: MINNESOTA T013ACCO LITIGATION. BATCO document for Province of BritiSh Columbia 25 October 1999 BAT: GROUP PLANNING DEPT T:-7-: 44-71-222-8179 Z4 71 -222 NO - 00 1. P 0 Tradine Review 53. Mr Allvcy presented the Tobacco results for the nine months and the forec4st for the year. The posit;on at the full year assumes no trade load in B&W in the fourth quarter as weg as being adversely impacted by the reduced US profit margins. Excluding the one-off profits from the brand exchange and the sale of Nfillbank the result even after 9 months was considerably worse than the same period last year. 1994-1998 Plan Preview 54. Mr Allvey presented summary figures from the Plan Previews and discussed the projected growth patterns in re-lation to financial guidelines. 55. He also presented the key points that &rose during the Plan Preview meetings. Additional points that were made in the meeting were that: the ITC Preview volume is doubtful although the value may be achieved; the tax provision of S36m in Souza Cruz wiU be insufficient; the curTent situation in Canadz cannot lam, as there may be a tax roll-back to reduce the smuggling which could endanger the planned price increase. 56. Mr Herter emphasised the necessity ofachieving the 1994 initial projections as a minimurn in order to maintain market credibility and not to endanger future plans. 6% p.a. volume increases and 9% p.iL turnover increases imply no real price increases, which underlines the need to speed up cost reductions. Any other business 57. Mr Ettedgui presented a paper comparing BAT"s new market acquisition criteria with those which might be used by PbLp Morris. It showed that no one factor could account for the apparent difrererice in valuations. However aU the factors multiplied together (vol=r, price, discount rate, and growth) could expWn the difference. AR members were asked to circulate the paper to their Finznce Dirwors who were to refer any comments to Mr Ettedgui. 58. Mr Herter concluded from the review that BAT must use the most realistic assumptions in its valuations, but be prepared to offer A premium, &s a conscious decision, if the project, was strategic. BAT must use its strengths to win the hearts and minds ofmanagements and governments. Mr Brookes pointed out that it may help to provide machinery for a market in advance of an investment, but this could not be done by NBD only through the operating groups. H C Barton 13(h January 1994 BATCO C014FIDENTIAL - CATEGORY 1: MTNNESOT-~ TOBACCO LITTGATION. Q:7 BATCo document for Province of British Columbia 25 October 1999