Reynolds American Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2008
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 1-32258
Reynolds American Inc.
(Exact name of registrant as specified in its charter)
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North Carolina
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20-0546644 |
(State or other jurisdiction of
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(I.R.S. Employer Identification Number) |
incorporation or organization) |
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401 North Main Street
Winston-Salem, NC 27101
(Address of principal executive offices) (Zip Code)
(336) 741-2000
(Registrants telephone number, including area code)
(Former name, former address and former fiscal year, if changed from last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES þ NO o
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company. See the definitions
of large accelerated filer, accelerated
filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(check one):
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). YES o NO þ
Indicate the number of shares outstanding of each of the issuers classes of common stock as
of the latest practicable date: 295,317,770 shares of common stock, par value $.0001 per share, as
of April 11, 2008
PART I Financial Information
Item 1. Financial Statements
REYNOLDS AMERICAN INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Millions, Except Per Share Amounts)
(Unaudited)
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For the Three Months |
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Ended March 31, |
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2008 |
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2007 |
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Net sales1 |
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$ |
1,944 |
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$ |
2,018 |
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Net sales, related party |
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113 |
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130 |
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Net sales |
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2,057 |
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2,148 |
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Costs and expenses: |
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Cost of products sold1, 2, 3 |
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1,164 |
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1,175 |
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Selling, general and administrative expenses |
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382 |
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393 |
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Amortization expense |
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5 |
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6 |
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Operating income |
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506 |
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574 |
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Interest and debt expense |
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72 |
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89 |
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Interest income |
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(22 |
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(38 |
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Gain on termination of joint venture |
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(328 |
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Other income, net |
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(12 |
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(1 |
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Income before income taxes |
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796 |
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524 |
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Provision for income taxes |
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291 |
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196 |
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Net income |
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$ |
505 |
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$ |
328 |
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Basic income per share: |
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Net income |
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$ |
1.72 |
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$ |
1.11 |
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Diluted income per share: |
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Net income |
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$ |
1.71 |
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$ |
1.11 |
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Dividends declared per share |
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$ |
0.85 |
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$ |
0.75 |
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1 |
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Excludes excise taxes of $437 million and $494 million for the three months ended
March 31, 2008 and 2007, respectively. |
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2 |
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Includes Master Settlement Agreement and other state settlement agreements, referred
to as the MSA, expense of $654 million and $674 million for the three months ended March 31,
2008 and 2007, respectively. |
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3 |
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Includes federal tobacco quota buyout expenses of $63 million and $70 million for the
three months ended March 31, 2008 and 2007, respectively. |
See Notes to Condensed Consolidated Financial Statements (Unaudited)
3
REYNOLDS AMERICAN INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Millions)
(Unaudited)
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For the Three Months Ended |
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March 31, |
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2008 |
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2007 |
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Cash flows from (used in) operating activities: |
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Net income |
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$ |
505 |
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$ |
328 |
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Adjustments to reconcile to net cash flows from (used
in) continuing operating activities: |
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Depreciation and amortization |
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33 |
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34 |
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Gain on termination of joint venture |
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(328 |
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Deferred income tax expense (benefit) |
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143 |
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(4 |
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Other changes, that provided (used) cash: |
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Accounts and other receivables |
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(39 |
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(31 |
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Inventories |
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43 |
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7 |
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Related party, net |
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(7 |
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Accounts payable |
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(49 |
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(68 |
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Accrued liabilities including income taxes
and other working capital |
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(35 |
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(10 |
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Tobacco settlement accruals |
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646 |
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(474 |
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Pension and postretirement |
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(23 |
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(306 |
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Other, net |
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(11 |
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(16 |
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Net cash flows from (used in) operating activities |
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878 |
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(540 |
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Cash flows (used in) from investing activities: |
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Purchases of short-term investments |
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(1 |
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(1,958 |
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Proceeds from sale of short-term investments |
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2 |
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2,441 |
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Capital expenditures |
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(39 |
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(28 |
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Distributions from equity investees |
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5 |
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Other, net |
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2 |
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Net cash flows (used in) from investing activities |
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(36 |
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460 |
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Cash flows (used in) from financing activities: |
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Dividends paid on common stock |
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(251 |
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(222 |
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Repayment of long-term debt |
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(4 |
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Excess tax benefit from stock-based compensation |
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1 |
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Repurchase of common stock |
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(60 |
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Net cash flows used in financing activities |
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(251 |
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(285 |
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Net change in cash and cash equivalents |
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591 |
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(365 |
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Cash and cash equivalents at beginning of period |
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2,215 |
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1,433 |
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Cash and cash equivalents at end of period |
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$ |
2,806 |
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$ |
1,068 |
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Income taxes paid, net of refunds |
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$ |
56 |
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$ |
31 |
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Interest paid |
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$ |
26 |
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$ |
49 |
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See Notes to Condensed Consolidated Financial Statements (Unaudited)
4
REYNOLDS AMERICAN INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Millions)
(Unaudited)
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March 31, |
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December 31, |
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2008 |
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2007 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
2,806 |
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$ |
2,215 |
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Short-term investments |
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330 |
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377 |
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Accounts receivable, net of allowance (2008 $1; 2007 $1) |
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78 |
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73 |
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Accounts receivable, related party |
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77 |
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80 |
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Notes receivable |
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169 |
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1 |
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Other receivables |
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65 |
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25 |
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Inventories |
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1,153 |
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1,196 |
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Deferred income taxes, net |
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836 |
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845 |
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Prepaid expenses and other |
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153 |
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180 |
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Total current assets |
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5,667 |
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4,992 |
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Property, plant and equipment, net of accumulated depreciation (2008
$1,536; 2007 $1,517) |
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1,075 |
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1,073 |
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Trademarks, net of accumulated amortization (2008 $526; 2007 $524) |
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3,405 |
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3,407 |
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Goodwill |
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8,174 |
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8,174 |
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Other intangibles, net of accumulated amortization (2008 $76; 2007 $73) |
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199 |
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202 |
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Other assets and deferred charges |
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1,090 |
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781 |
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$ |
19,610 |
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$ |
18,629 |
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Liabilities and shareholders equity |
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Current liabilities: |
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Accounts payable |
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$ |
169 |
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$ |
218 |
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Tobacco settlement accruals |
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3,088 |
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2,449 |
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Due to related party |
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5 |
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7 |
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Deferred revenue, related party |
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27 |
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35 |
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Other current liabilities |
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1,138 |
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1,194 |
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Total current liabilities |
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4,427 |
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3,903 |
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Long-term debt |
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4,571 |
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4,515 |
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Deferred income taxes, net |
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1,326 |
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1,184 |
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Long-term retirement benefits (less current portion) |
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1,163 |
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1,167 |
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Other noncurrent liabilities |
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383 |
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394 |
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Commitments and contingencies: |
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Shareholders equity: |
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Common stock (shares issued: 2008 295,312,770; 2007 295,007,327) |
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Paid-in capital |
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8,657 |
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8,653 |
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Accumulated deficit |
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(619 |
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(873 |
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Accumulated other comprehensive loss (defined benefit pension and post-
retirement plans: 2008 $(302) and 2007 $(306), net of tax) |
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(298 |
) |
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(314 |
) |
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Total shareholders equity |
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7,740 |
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7,466 |
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$ |
19,610 |
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$ |
18,629 |
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See Notes to Condensed Consolidated Financial Statements (Unaudited)
5
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 1 Business and Summary of Significant Accounting Policies
Overview
The condensed consolidated financial statements (unaudited) include the accounts of Reynolds
American Inc., referred to as RAI, and its wholly owned subsidiaries. RAIs wholly owned
subsidiaries include its operating subsidiaries, R. J. Reynolds Tobacco Company; Santa Fe Natural
Tobacco Company, Inc., referred to as Santa Fe; Lane, Limited, referred to as Lane; R. J. Reynolds
Global Products, Inc., referred to as GPI; and Conwood Company, LLC, Conwood Sales Co., LLC, Scott
Tobacco LLC and Rosswil LLC, collectively referred to as the Conwood companies.
RAI was incorporated as a holding company in the state of North Carolina on January 5, 2004,
and its common stock is listed on the NYSE under the symbol RAI. RAI was created to facilitate
the transactions on July 30, 2004, to combine the U.S. assets, liabilities and operations of Brown
& Williamson Holdings, Inc., formerly known as Brown & Williamson Tobacco Corporation and referred
to as B&W, an indirect, wholly owned subsidiary of British American Tobacco p.l.c., referred to as
BAT, with R. J. Reynolds Tobacco Company, a wholly owned operating subsidiary of R.J. Reynolds
Tobacco Holdings, Inc., referred to as RJR. These July 30, 2004, transactions generally are
referred to as the B&W business combination.
References to RJR Tobacco prior to July 30, 2004, relate to R. J. Reynolds Tobacco Company, a
New Jersey corporation and a wholly owned subsidiary of RJR. References to RJR Tobacco on and
subsequent to July 30, 2004, relate to the combined U.S. assets, liabilities and operations of B&W
and R. J. Reynolds Tobacco Company, a North Carolina corporation.
RAIs reportable operating segments are RJR Tobacco and Conwood. RJR Tobacco consists of the
primary operations of R. J. Reynolds Tobacco Company. Conwood consists of the Conwood companies and
Lane. RAIs wholly owned operating subsidiaries Santa Fe and GPI, among others, are included in All
Other. The segments were identified based on how RAIs chief operating decision maker allocates
resources and assesses performance.
Basis of Presentation
The accompanying interim condensed consolidated financial statements (unaudited) have been
prepared in accordance with accounting principles generally accepted in the United States of
America, referred to as GAAP, for interim financial information and, in managements opinion,
contain all adjustments, consisting only of normal recurring items, necessary for a fair
presentation of the results for the periods presented. Accordingly, they do not include all of the
information and footnotes required by GAAP for complete financial statements. For interim
reporting purposes, certain costs and expenses are charged to operations in proportion to the
estimated total annual amount expected to be incurred primarily based on sales volumes. The
results for the interim period ended March 31, 2008, are not necessarily indicative of the results
that may be expected for the year ending December 31, 2008.
The equity method is used to account for investments in businesses that RAI does not control,
but has the ability to significantly influence operating and financial policies. The cost method is
used to account for investments in which RAI does not have the ability to significantly influence
operating and financial policies. RAI has no investments in entities greater than 20% for which it
accounts by the cost method, and has no investments in entities greater than 50% for which it
accounts by the equity method. All material intercompany balances have been eliminated.
The condensed consolidated financial statements (unaudited) should be read in conjunction with
the consolidated financial statements and related footnotes, which appear in RAIs Annual Report on
Form 10-K for the year ended December 31, 2007. Certain reclassifications were made to conform
prior years financial statements to the current presentation. All dollar amounts, other than per
share amounts, are presented in millions, except for amounts set forth in note 10 and as otherwise
noted.
Pension and Postretirement
Recognized gains or losses are annual changes in the amount of either the benefit obligation
or the market-related value of plan assets resulting from experience different from that assumed or
from changes in assumptions. The minimum amortization of unrecognized gains or losses, as described
in Statement of Financial Accounting Standards, referred to as SFAS, No. 87, Employers
Accounting for Pensions, was included in pension expense, and as
6
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
described in SFAS No. 106, Employers Accounting for Postretirement Benefits other than
Pensions, was included in the postretirement benefit cost. Prior service costs, which are changes
in benefit obligations due to plan amendments, are amortized on a straight-line basis over the
average remaining service period for active employees. The market-related value of plan assets
recognizes changes in fair value in a systematic and rational manner over five years.
The components of the total pension and postretirement benefits are set forth below:
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For The Three Months Ended March 31, |
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Postretirement |
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Pension Benefits |
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Benefits |
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2008 |
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2007 |
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2008 |
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2007 |
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Service cost |
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$ |
10 |
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$ |
10 |
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$ |
1 |
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$ |
1 |
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Interest cost |
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80 |
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78 |
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23 |
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23 |
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Expected return on plan assets |
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(113 |
) |
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(109 |
) |
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(6 |
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(7 |
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Amortization of prior service cost (credit) |
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5 |
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5 |
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(3 |
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Amortization of net loss (income) |
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10 |
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(3 |
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6 |
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Total benefit (income) cost |
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$ |
(18 |
) |
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$ |
(11 |
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$ |
20 |
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$ |
20 |
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Employer Contributions
RAI disclosed in its financial statements for the year ended December 31, 2007, that it
expected to contribute $7 million to its pension plans in 2008. Of this amount, RAI contributed $2
million to its pension plans during the first three months of 2008.
Recently Adopted Accounting Pronouncements
Effective January 1, 2008, RAI adopted SFAS No. 157, Fair Value Measurements, for financial
assets and financial liabilities. SFAS No. 157 does not require any new fair value measurements
but provides a definition of fair value, establishes a framework for measuring fair value and
expands disclosure about fair value measurements. RAI will adopt SFAS No. 157 for nonfinancial
assets and nonfinancial liabilities on January 1, 2009. The adoption of SFAS No. 157 on financial
assets and financial liabilities did not have a material impact on RAIs consolidated results of
operations, financial position or cash flows. RAI is currently assessing the impact of SFAS No.
157 for nonfinancial assets and nonfinancial liabilities on its consolidated results of operations,
financial position or cash flows.
Recently Issued Accounting Pronouncements
In March 2008, the Financial Accounting Standards Board, referred to as FASB, issued SFAS No.
161, Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB
Statement No. 133. SFAS No. 161 seeks qualitative disclosures about the objectives and strategies
for using derivatives, quantitative data about the fair value of and gains and losses on derivative
contracts, and details of credit-risk-related contingent features in hedged positions. SFAS No.
161 also seeks enhanced disclosure around derivative instruments in financial statements,
accounting under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and
how hedges affect an entitys financial position, financial performance and cash flows. SFAS No.
161 is effective for RAI as of January 1, 2009. RAI does not expect the adoption of SFAS No. 161
to have a material impact on its results of operations, financial position or cash flows.
Note 2Intangible Assets
The changes in the carrying amount of trademarks by segment during the three months ended
March 31, 2008, were as follows:
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RJR Tobacco |
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Conwood |
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All Other |
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Indefinite |
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Finite |
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Indefinite |
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Finite |
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Indefinite |
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Life |
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Life |
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Life |
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Life |
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Life |
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Consolidated |
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Balance as of January 1, 2008 |
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$ |
1,826 |
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$ |
41 |
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$ |
1,374 |
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$ |
11 |
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$ |
155 |
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$ |
3,407 |
|
Amortization expense |
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|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2008 |
|
$ |
1,826 |
|
|
$ |
39 |
|
|
$ |
1,374 |
|
|
$ |
11 |
|
|
$ |
155 |
|
|
$ |
3,405 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
The changes in the carrying amount of other intangibles by segment during the three months
ended March 31, 2008, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RJR Tobacco |
|
|
All Other |
|
|
|
|
|
|
Indefinite |
|
|
|
|
|
|
Indefinite |
|
|
|
|
|
|
Life |
|
|
Finite Life |
|
|
Life |
|
|
Consolidated |
|
Balance as of January 1, 2008 |
|
$ |
55 |
|
|
$ |
100 |
|
|
$ |
47 |
|
|
$ |
202 |
|
Amortization expense |
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2008 |
|
$ |
55 |
|
|
$ |
97 |
|
|
$ |
47 |
|
|
$ |
199 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indefinite-lived intangibles include acquired trademarks and distribution rights and
agreements. Finite-lived intangible assets as of March 31, 2008, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
Gross |
|
|
Amortization |
|
|
Net |
|
Contract manufacturing |
|
$ |
151 |
|
|
$ |
55 |
|
|
$ |
96 |
|
Technology-based |
|
|
3 |
|
|
|
2 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
Total other intangibles |
|
|
154 |
|
|
|
57 |
|
|
|
97 |
|
Trademarks |
|
|
95 |
|
|
|
45 |
|
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
249 |
|
|
$ |
102 |
|
|
$ |
147 |
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2008, the estimated remaining amortization associated with finite-lived
intangible assets was expected to be expensed as follows:
|
|
|
|
|
Year |
|
Amount |
|
Remainder of 2008 |
|
$ |
17 |
|
2009 |
|
|
22 |
|
2010 |
|
|
20 |
|
2011 |
|
|
20 |
|
2012 |
|
|
19 |
|
2013 |
|
|
18 |
|
Thereafter |
|
|
31 |
|
|
|
|
|
|
|
$ |
147 |
|
|
|
|
|
Note 3Termination of Joint Venture
In 2002, R.J. Reynolds Tobacco C.V., an indirect wholly owned subsidiary of RAI and referred
to as RJRTCV, and an affiliate of Gallaher Group Plc, referred to as Gallaher, formed a joint
venture, with each party owning a 50% membership interest. The joint venture, R. J.
Reynolds-Gallaher International Sarl, marketed American-blend cigarettes primarily in Italy, France
and Spain.
On April 18, 2007, an affiliate of Japan Tobacco Inc. acquired Gallaher, and Gallaher
subsequently notified RJRTCV that the acquisition constituted a change of control of Gallaher
within the meaning of the joint venture agreement. Pursuant to the terms of the joint venture
agreement, RJRTCV elected to terminate the joint venture prior to its expiration date. The joint
venture was terminated on December 31, 2007.
The joint venture agreement provides that upon a termination of the joint venture, the value
of all the trademarks each joint venture member or its affiliate licensed to the joint venture,
other than NATURAL AMERICAN SPIRIT, would be calculated and that the party whose licensed
trademarks were determined to be of greater value would be required to pay the other party an
amount, referred to as the Termination Amount, equal to one-half of the difference between the
values of the parties respective trademarks. On February 20, 2008, following the parties
negotiations regarding the trademarks values, RJRTCV and Gallaher Limited, an affiliate of
Gallaher, entered into a valuation payment settlement agreement, pursuant to which Gallaher Limited
agreed to pay RJRTCV a Termination Amount equal to euros
265 million, or approximately $388 million
using a February 20, 2008, exchange rate of 1.4625. Of this amount, 40% is to be paid on or before
April 20, 2008, and the remaining 60% is to be paid in six equal annual installments commencing
April 2009. Of this receivable, $168 million and $210 million are included in notes
8
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
receivable and other assets and deferred charges, respectively, in RAIs condensed consolidated
balance sheet (unaudited) as of March 31, 2008. Related to the gain on termination of the joint
venture of $328 million, approximately $118 million of deferred tax was recorded and included in
deferred income taxes, net in the noncurrent liability section of the condensed consolidated
balance sheet (unaudited) as of March 31, 2008.
In
the first quarter of 2008 an indirect
subsidiary of RJR Tobacco sold the AUSTIN trademark, a brand formerly
sold through the joint venture, resulting in a gain of $6 million. GPI
continues to sell NATURAL AMERICAN SPIRIT to the primary markets of the former joint venture in
addition to other international markets.
Note 4Income Per Share
The components of the calculation of income per share were as follows:
|
|
|
|
|
|
|
|
|
|
|
For the Three Months |
|
|
|
Ended March 31, |
|
|
|
2008 |
|
|
2007 |
|
Net income |
|
$ |
505 |
|
|
$ |
328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares, in thousands1 |
|
|
294,206 |
|
|
|
295,038 |
|
Effect of dilutive potential shares: |
|
|
|
|
|
|
|
|
Options |
|
|
232 |
|
|
|
253 |
|
Restricted stock |
|
|
426 |
|
|
|
167 |
|
|
|
|
|
|
|
|
Diluted weighted average shares, in thousands |
|
|
294,864 |
|
|
|
295,458 |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Outstanding contingently issuable restricted stock of 1.0 million shares and
0.7 million shares for the three months ended March 31, 2008 and 2007, respectively, were
excluded from the basic share calculation, as the related vesting provisions had not been
met. |
Note 5Fair Value Measurement
On January 1, 2008, RAI adopted SFAS No. 157, Fair Value Measurements, for financial assets
and financial liabilities. SFAS No. 157 provides a definition of fair value, establishes a
framework for measuring fair value and expands disclosure about fair value measurements. SFAS No.
157 establishes a fair value hierarchy that distinguishes between market participant assumptions
developed based on market data obtained from sources independent of the reporting entity and the
reporting entitys own assumptions about market participant assumptions developed based on the best
information available in the circumstances.
SFAS No. 157 defines fair value as 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 levels of the fair value hierarchy established by SFAS No. 157 are:
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.
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 entitys own assumptions
about the assumptions that market participants would use in pricing the asset or
liability.
9
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
Financial
assets carried at fair value as of March 31, 2008, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Money market funds |
|
$ |
2,058 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
2,058 |
|
Federal agency securities and treasury bills and notes |
|
|
208 |
|
|
|
|
|
|
|
|
|
|
|
208 |
|
Auction rate notes |
|
|
|
|
|
|
|
|
|
|
122 |
|
|
|
122 |
|
Mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
38 |
|
|
|
38 |
|
Assets held in grantor trusts |
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
16 |
|
Interest rate swaps |
|
|
|
|
|
|
175 |
|
|
|
|
|
|
|
175 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets at fair value |
|
$ |
2,282 |
|
|
$ |
175 |
|
|
$ |
160 |
|
|
$ |
2,617 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value for the interest rate swaps, classified as a Level 2, was derived using the
notional amount of the interest rate swap multiplied by the observable inputs of time to maturity,
interest rates and credit spreads.
The fair values for the auction securities, classified as a Level 3, were based upon
calculating the weighted average present value of future cash payments, given the probability of
certain events occurring within the market. This methodology incorporated the inclusion of current
data, including, but not limited to, relevant interest rate curves and relevant corporate credit
spreads, ratings and market valuations. The modeling scenarios also included assumptions about
default probabilities, recovery potential and rating downgrades for the securities, as well as the
underlying collateral. The fair values for the mortgage-backed securities, also classified as a
Level 3, were based upon the actual, or modeled, market pricing of the specific collateral,
depending on availability.
The
changes in the Level 3 of investments as of March 31, 2008, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auction Rate Notes |
|
|
Mortgage-Backed Securities |
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
Estimated |
|
|
|
|
|
|
Unrealized |
|
|
Estimated |
|
|
|
Cost |
|
|
Loss |
|
|
Fair Value |
|
|
Cost |
|
|
Loss |
|
|
Fair Value |
|
Balance as of January 1, 2008 |
|
$ |
145 |
|
|
$ |
(18 |
) |
|
$ |
127 |
|
|
$ |
45 |
|
|
$ |
(1 |
) |
|
$ |
44 |
|
Unrealized losses |
|
|
|
|
|
|
(5 |
) |
|
|
(5 |
) |
|
|
|
|
|
|
(3 |
) |
|
|
(3 |
) |
Settlements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2008 |
|
$ |
145 |
|
|
$ |
(23 |
) |
|
$ |
122 |
|
|
$ |
42 |
|
|
$ |
(4 |
) |
|
$ |
38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 6Short-Term Investments
Short-term investments classified as available-for-sale were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008 |
|
|
December 31, 2007 |
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
Estimated |
|
|
|
|
|
|
Unrealized |
|
|
Estimated |
|
|
|
Cost |
|
|
Loss |
|
|
Fair Value |
|
|
Cost |
|
|
Loss |
|
|
Fair Value |
|
Federal agency securities and treasury bills and notes |
|
$ |
208 |
|
|
$ |
|
|
|
$ |
208 |
|
|
$ |
206 |
|
|
$ |
|
|
|
$ |
206 |
|
Auction rate notes |
|
|
145 |
|
|
|
(23 |
) |
|
|
122 |
|
|
|
145 |
|
|
|
(18 |
) |
|
|
127 |
|
Mortgage-backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45 |
|
|
|
(1 |
) |
|
|
44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
353 |
|
|
$ |
(23 |
) |
|
$ |
330 |
|
|
$ |
396 |
|
|
$ |
(19 |
) |
|
$ |
377 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The mortgage-backed securities have been reclassified to a long-term investment, included in
other assets and deferred charges in RAIs condensed consolidated balance sheet (unaudited) as of
March 31, 2008, as a result of a restructuring with the original issuer. This restructured
investment extends the life of the security, but is supported by the same underlying collateral
that carries the same economic risk.
The investments in auction rate notes are instruments with long-term contractual maturities,
but are typically highly liquid. They have historically repriced at intervals ranging from 7 to 49
days, and therefore, historically, the fair values have approximated carrying values. The
individual securities are generally held 28 to 35 days depending on the cash needs for operations.
However, during 2007, adverse changes in the financial markets caused certain auction rate notes to
revalue lower than their carrying value and become less liquid.
The funds associated with the auction rate notes will not be accessible until a successful
auction occurs or a buyer is found. RAI intends, and has the ability, to hold the auction rate
notes for a period of time sufficient to allow for
10
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
the anticipated recovery in fair value. These investments will be evaluated on a quarterly
basis. The contractual maturities of securities, other than auction rate notes, average less than
one year. RAI reviews impairments associated with the above in accordance with SFAS No. 115,
Accounting for Certain Investments in Debt and Equity Securities, and FASB Staff Position FAS
115-1 and FAS 124-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain
Investments, to determine the classification of the impairment as temporary or
other-than-temporary. RAI considers these investments to be temporarily impaired as of March 31,
2008, with the unrealized loss included in accumulated other comprehensive loss in the condensed
consolidated balance sheet (unaudited) as of March 31, 2008. Such unrealized loss did not reduce
net income for the three-month period ended March 31, 2008.
Note 7Inventories
The major components of inventories were as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
Leaf tobacco |
|
$ |
906 |
|
|
$ |
967 |
|
Other raw materials |
|
|
52 |
|
|
|
45 |
|
Work in process |
|
|
53 |
|
|
|
48 |
|
Finished products |
|
|
177 |
|
|
|
163 |
|
Other |
|
|
24 |
|
|
|
24 |
|
|
|
|
|
|
|
|
Total |
|
|
1,212 |
|
|
|
1,247 |
|
Less LIFO allowance |
|
|
59 |
|
|
|
51 |
|
|
|
|
|
|
|
|
|
|
$ |
1,153 |
|
|
$ |
1,196 |
|
|
|
|
|
|
|
|
RJR Tobacco recorded $2 million and $1 million of expense from expected LIFO layer
liquidations for the three months ended March 31, 2008 and 2007, respectively. RJR Tobacco will
perform its annual LIFO inventory valuation at December 31, 2008, and interim periods represent an
estimate of the expected annual valuation.
Note 8Income Taxes
The provision for income taxes in the first quarter of 2008 was $291 million, or an effective
rate of 36.6%, compared with $196 million, or an effective rate of 37.4%, in the first quarter of
2007. The effective rate for the first quarter of 2008 was favorably impacted by a lower tax rate
related to the gain on the termination of the Reynolds-Gallaher International Sarl joint venture.
The effective rate exceeds the federal statutory rate of 35% primarily due to the impact of
state taxes and certain other nondeductible items, offset by the estimated domestic production
credit of the American Jobs Creation Act enacted on October 22, 2004.
The gross accruals for unrecognized income tax benefits, including interest and penalties,
reflected in other noncurrent liabilities were $158 million and $172 million at March 31, 2008, and
December 31, 2007, respectively. RAI accrues interest and penalties related to accruals for income
taxes and reflects these amounts in tax expense. The gross amount of interest accrued at March 31,
2008, and December 31, 2007, was $48 million and $49 million, respectively. The gross amount of
penalties of $12 million was accrued at each of March 31, 2008, and December 31, 2007.
Gross increases in unrecognized tax benefits related to tax positions were $4 million for the
three months ended March 31, 2008, consisting of $3 million attributable to current year tax
positions and $1 million attributable to prior year tax positions.
Gross decreases in unrecognized tax benefits were $17 million for the three months ended March
31, 2008, consisting of $3 million attributable to prior year tax positions, $13 million
attributable to settlements with taxing authorities and $1 million attributable to statute of
limitation expirations.
As of March 31, 2008, $58 million of unrecognized tax benefits and $42 million of interest and
penalties, if recognized, would affect the effective tax rate.
11
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
Included in the provision for income taxes for the first quarter of 2008, was $8 million of
additional tax expense including $1 million of interest expense, net of federal benefit and
penalties associated with unrecognized tax benefits, compared with $4 million of additional tax
expense including $2 million of interest expense, net of federal benefit and penalties in the
first quarter of 2007.
RAI and its subsidiaries are subject to income taxes in the United States, certain foreign
jurisdictions and multiple state jurisdictions. A number of years may elapse before a particular
matter for which RAI has established an accrual is audited and finally resolved. The number of
years with open tax audits varies depending on the tax jurisdiction. RAIs major taxing
jurisdictions and related open tax audits are discussed below.
The IRS completed its examination and issued an assessment for the years 2002 and 2003. RAI
filed a protest in 2006, and a formal settlement agreement was signed during the first quarter of
2008. Overpayments from prior year audits exceed the settlement agreement amount, and a refund of
approximately $2 million is expected in 2008. Amended state returns will be prepared in 2008 to
reflect these federal adjustments. The additional state income tax associated with these returns
is reflected in the FIN No. 48 liability balance.
RAI has filed a federal consolidated income tax return for the years 2004 through 2006 for
which the statute of limitations remains open. There are no IRS examinations scheduled at this
time for these open years.
In December 2007, North Carolina completed its examination of RJR Tobacco for years 2000
through 2002 and issued a total assessment of $37 million: $21 million related to tax, $8 million
related to interest and $8 million related to penalties. RJR Tobacco filed a protest in January
2008. RJR Tobacco will continue to work with North Carolina to resolve issues identified and
assessed for years 2000 through 2002. A complete resolution is not anticipated within the next 12
months. However, in the event a complete resolution of this audit is reached during the next 12
months, RJR Tobacco could recognize additional expense of up to $12 million, inclusive of tax,
interest, net of federal benefit and penalties.
It is expected that the amount of unrecognized tax benefits will change in the next 12 months.
Excluding the impact of North Carolinas assessment for years 2000 through 2002, RAI does not
expect the change to have a significant impact on its consolidated results of operations, financial
position or cash flows.
Note 9Financial Instruments
RAI and RJR use interest rate swaps to manage interest rate risk on a portion of their
respective debt obligations. When entered into, these financial instruments are designated as
hedges of underlying exposures.
Swaps existed on $1.6 billion principal amount of debt as of March 31, 2008. Including the
impact of swaps, the average interest rate on the principal amount of RAIs consolidated $4.4
billion long-term debt was 5.99% as of March 31, 2008.
The interest rate swaps notional amounts and termination dates match those of the
corresponding outstanding notes. As of March 31, 2008, these fair value hedges were perfectly
effective, resulting in no recognized net gain or loss. The unrealized gain on the hedges resulting
from the change in the hedges fair value was $175 million
and $119 million at March 31, 2008, and
December 31, 2007, respectively, included in other assets and deferred charges and was equal to the
increase in the fair value of the hedged long-term debt.
Under certain conditions, any fair value that results in a liability position of certain
interest rate swaps may require full collateralization with cash or securities.
12
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
Note 10Commitments and Contingencies
Tobacco Litigation General
Introduction
Various legal proceedings or claims, including litigation claiming that cancer and other
diseases, as well as addiction, have resulted from the use of, or exposure to, RAIs operating
subsidiaries products, are pending or may be instituted against RJR Tobacco, the Conwood companies
or their affiliates, including RAI and RJR, or indemnitees, including B&W. These legal proceedings
include claims relating to cigarette products manufactured by RJR Tobacco or certain of its
affiliates and indemnitees, as well as claims relating to smokeless tobacco products manufactured
by the companies. A discussion of the legal proceedings relating to cigarette products is set forth
below under the heading Litigation Affecting the Cigarette Industry. All of the references
under that heading to tobacco-related litigation, smoking and health litigation and other similar
references are references to legal proceedings relating to cigarette products and are not
references to legal proceedings involving smokeless tobacco products, and case numbers under that
heading include only cases involving cigarette products. The legal proceedings relating to the
smokeless tobacco products manufactured by the Conwood companies are discussed separately under the
heading Smokeless Tobacco Litigation below.
In connection with the B&W business combination, RJR Tobacco has agreed to indemnify B&W and
its affiliates against certain liabilities, costs and expenses incurred by B&W or its affiliates
arising out of the U.S. cigarette and tobacco business of B&W. As a result of this indemnity, RJR
Tobacco has assumed the defense of pending B&W-specific tobacco-related litigation, has paid the
judgments and costs related to certain pre-business combination tobacco-related litigation of B&W,
and has posted bonds on behalf of B&W, where necessary, in connection with cases decided since the
B&W business combination. In addition, pursuant to this indemnity, RJR Tobacco expensed less than
one million during the first quarter of 2008 and $1 million in the first quarter of 2007, for funds
to be reimbursed to BAT for costs and expenses incurred arising out of certain tobacco-related
litigation.
Certain Terms and Phrases
Certain terms and phrases used in this disclosure may require some explanation. The term
judgment or final judgment refers to the final decision of the court resolving the dispute and
determining the rights and obligations of the parties. At the trial court level, for example, a
final judgment generally is entered by the court after a jury verdict and after post-verdict
motions have been decided. In most cases, the losing party can appeal a verdict only after a final
judgment has been entered by the trial court.
The term damages refers to the amount of money sought by a plaintiff in a complaint, or
awarded to a party by a jury or, in some cases, by a judge. Compensatory damages are awarded to
compensate the prevailing party for actual losses suffered, if liability is proved. In cases in
which there is a finding that a defendant has acted willfully, maliciously or fraudulently,
generally based on a higher burden of proof than is required for a finding of liability for
compensatory damages, a plaintiff also may be awarded punitive damages. Although damages may be
awarded at the trial court stage, a losing party generally may be protected from paying any damages
until all appellate avenues have been exhausted by posting a supersedeas bond. The amount of such a
bond is governed by the law of the relevant jurisdiction and generally is set at the amount of
damages plus some measure of statutory interest, modified at the discretion of the appropriate
court or subject to limits set by court or statute.
The term settlement refers to certain types of cases in which cigarette manufacturers,
including RJR Tobacco and B&W, have agreed to resolve disputes with certain plaintiffs without
resolving the case through trial. The principal terms of certain settlements entered into by RJR
Tobacco and B&W are explained below under Accounting for Tobacco-Related Litigation
Contingencies.
Theories of Recovery
The plaintiffs seek recovery on a variety of legal theories, including negligence, strict
liability in tort, design defect, special duty, voluntary undertaking, breach of warranty, failure
to warn, fraud, misrepresentation, unfair trade practices, conspiracy, unjust enrichment, medical
monitoring, public nuisance and violations of state and federal antitrust laws. In certain of these
cases, the plaintiffs claim that cigarette smoking exacerbated injuries caused by exposure to
asbestos.
13
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
The plaintiffs seek various forms of relief, including compensatory and punitive damages,
treble or multiple damages and statutory damages and penalties, creation of medical monitoring and
smoking cessation funds, disgorgement of profits, and injunctive and other equitable relief.
Although alleged damages often are not determinable from a complaint, and the law governing the
pleading and calculation of damages varies from state to state and jurisdiction to jurisdiction,
compensatory and punitive damages have been specifically pleaded in a number of cases, sometimes in
amounts ranging into the hundreds of millions and even billions of dollars.
Defenses
The defenses raised by RJR Tobacco, the Conwood companies and their affiliates and indemnitees
include, where applicable and otherwise appropriate, preemption by the Federal Cigarette Labeling
and Advertising Act of some or all claims arising after 1969, or by the Comprehensive Smokeless
Tobacco Health Education Act, the lack of any defect in the product, assumption of the risk,
contributory or comparative fault, lack of proximate cause, remoteness, lack of standing and
statutes of limitations or repose. RAI and RJR have asserted additional defenses, including
jurisdictional defenses, in many of the cases in which they are named.
Accounting for Tobacco-Related Litigation Contingencies
In accordance with GAAP, RAI and its subsidiaries, including RJR Tobacco and the Conwood
companies, as applicable, record any loss concerning litigation at such time as an unfavorable
outcome becomes probable and the amount can be reasonably estimated. As of December 31, 2007, RJR
Tobacco recorded a $6 million accrual related to unfavorable judgments in two individual
plaintiffs cases tried in conjunction with the Engle v. R. J. Reynolds Tobacco Co. case. With the
exception of two Engle-related verdicts, and for the reasons set forth below, RAIs management
continues to conclude that the loss of any particular pending smoking and health tobacco litigation
claim against RJR Tobacco or its affiliates or indemnitees, or the loss of any particular claim
concerning the use of smokeless tobacco against the Conwood companies, when viewed on an individual
basis, is not probable.
RJR Tobacco and its affiliates believe that they have valid defenses to the smoking and health
tobacco litigation claims against them, as well as valid bases for appeal of adverse verdicts
against them. RAI, RJR Tobacco and their affiliates and indemnitees have, through their counsel,
filed pleadings and memoranda in pending smoking and health tobacco litigation that set forth and
discuss a number of grounds and defenses that they and their counsel believe have a valid basis in
law and fact. RJR Tobacco and its affiliates and indemnitees continue to win the majority of
smoking and health tobacco litigation claims that reach trial, and a very high percentage of the
tobacco-related litigation claims brought against them continue to be dismissed at or before trial.
Based on their experience in the smoking and health tobacco litigation against them and the
strength of the defenses available to them in such litigation, RJR Tobacco and its affiliates
believe that their successful defense of smoking and health tobacco litigation in the past will
continue in the future.
No liability for pending smoking and health tobacco litigation was recorded in RAIs
consolidated balance sheet (unaudited) as of March 31, 2008. RJR has liabilities totaling $94
million that were recorded in 1999 in connection with certain indemnification claims not related to
smoking and health asserted by Japan Tobacco, Inc., referred to as JTI, against RJR and RJR Tobacco
relating to certain activities of Northern Brands International, Inc., a now inactive, indirect
subsidiary of RAI formerly involved in the international tobacco business, referred to as Northern
Brands. For further information on Northern Brands and related litigation and the indemnification
claims of JTI, see Litigation Affecting the Cigarette Industry Other Litigation and
Developments and Other Contingencies and Guarantees below.
Generally, RJR Tobacco and its affiliates and indemnitees have not settled, and currently RJR
Tobacco and its affiliates do not intend to settle, any smoking and health tobacco litigation
claims. It is the policy of RJR Tobacco and its affiliates to vigorously defend all tobacco-related
litigation claims.
The only smoking and health tobacco litigation claims settled by RJR Tobacco and B&W involved:
the Master
Settlement Agreement and other settlement agreements with the states of
Mississippi, Florida, Texas and Minnesota, and the funding by various tobacco companies of a
$5.2 billion trust fund contemplated by the Master Settlement Agreement to benefit tobacco
growers; and
14
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
the original Broin flight attendant case discussed below under Litigation Affecting
the Cigarette Industry Class-Action Suits.
The circumstances surrounding the MSA and the funding of a trust fund to benefit the tobacco
growers are readily distinguishable from the current categories of smoking and health cases
involving RJR Tobacco or its affiliates and indemnitees. The claims underlying the MSA were brought
on behalf of the states to recover funds paid for health-care and medical and other assistance to
state citizens suffering from diseases and conditions allegedly related to tobacco use. The MSA
settled all the health-care cost recovery actions brought by, or on behalf of, the settling
jurisdictions and contain releases of various additional present and future claims. In accordance
with the MSA, various tobacco companies agreed to fund a $5.2 billion trust fund to be used to
address the possible adverse economic impact of the MSA on tobacco growers. A discussion of the
MSA, and a table depicting the related payment schedule, is set forth below under Litigation
Affecting the Cigarette Industry Health-Care Cost Recovery Cases MSA.
The states were a unique set of plaintiffs and are not involved in any of the smoking and
health cases remaining against RJR Tobacco or its affiliates and indemnitees. Although RJR Tobacco
and certain of its affiliates and indemnitees continue to be defendants in health-care cost
recovery cases similar in theory to the state cases but involving other plaintiffs, such as
hospitals, Native American tribes and foreign governments, the vast majority of such cases have
been dismissed on legal grounds. RJR Tobacco and its affiliates, including RAI, believe that the
same legal principles that have resulted in dismissal of health-care cost recovery cases either at
the trial court level or on appeal should compel dismissal of the similar pending cases.
The pending U.S. Department of Justice case brought against various industry members,
including RJR Tobacco and B&W, discussed below under Litigation Affecting the Cigarette
Industry Health-Care Cost Recovery Cases, also can be distinguished from the circumstances
surrounding the MSA. Under its Medical Care Recovery Act and Medicare Secondary Payer Act claims,
the federal government made arguments similar to the states and sought to recover federal funds
expended in providing health care to smokers who have developed diseases and injuries alleged to be
smoking-related. These claims were dismissed, and the only claim remaining in the case involves
alleged violations of civil provisions of the federal Racketeer Influenced and Corrupt
Organizations Act, referred to as RICO. A comprehensive discussion of this case is set forth below
under Litigation Affecting the Cigarette Industry Health-Care Cost Recovery Cases.
As with claims that were resolved by the MSA, the other cases settled by RJR Tobacco can be
distinguished from existing cases pending against RJR Tobacco and its affiliates and indemnitees.
The original Broin case, discussed below under Litigation Affecting the Cigarette Industry
Class-Action Suits, was settled in the middle of trial during negotiations concerning a possible
nation-wide settlement of claims similar to those underlying the MSA.
DeLoach v. Philip Morris Cos., Inc., an antitrust case, was brought by a unique class of
plaintiffs: a class of all tobacco growers and tobacco allotment holders. The class asserted that
the defendants, including RJR Tobacco and B&W, engaged in bid-rigging of U.S. burley and flue-cured
tobacco auctions. Despite valid legal defenses, RJR Tobacco and B&W separately settled this case to
avoid a long and contentious trial with the tobacco growers. The few antitrust cases pending
against RJR Tobacco and B&W involve different types of plaintiffs and different theories of
recovery under the antitrust laws.
Finally, as discussed under Litigation Affecting the Cigarette Industry MSA -
Enforcement and Validity, RJR Tobacco and B&W each has settled certain cases brought by states
concerning the enforcement of the MSA. Despite valid legal defenses, these cases were settled to
avoid further contentious litigation with the states involved. Each MSA enforcement action involves
alleged breaches of the MSA based on specific actions taken by the particular defendant.
Accordingly, any future MSA enforcement action will be reviewed by RJR Tobacco on the merits and
should not be affected by the settlement of prior MSA enforcement cases.
The Conwood companies also believe that they have valid defenses to the smokeless tobacco
litigation against them. The Conwood companies have asserted and will continue to assert some or
all of these defenses in each case at the time and in the manner deemed appropriate by the Conwood
companies and their counsel. No verdict or judgment has been returned or entered against the
Conwood companies on any claim for personal injuries allegedly resulting from the use of smokeless
tobacco. The Conwood companies intend to defend vigorously all smokeless tobacco litigation claims
asserted against them. No liability for pending smokeless tobacco litigation was recorded in RAIs
consolidated balance sheet (unaudited) as of March 31, 2008.
15
Cautionary Statement
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
Even though RAIs management continues to conclude that the loss of any particular pending
smoking and health tobacco litigation claim against RJR Tobacco or its affiliates or indemnitees,
or the loss of any particular case concerning the use of smokeless tobacco against the Conwood
companies, when viewed on an individual basis, is not probable, the possibility of material losses
related to such litigation is more than remote. Litigation is subject to many uncertainties, and
generally it is not possible to predict the outcome of any particular litigation pending against
RJR Tobacco, the Conwood companies or their affiliates or indemnitees, or to reasonably estimate
the amount or range of any possible loss.
Although RJR Tobacco believes that it has valid bases for appeals of adverse verdicts in its
pending cases, and RJR Tobacco and RAI believe they have valid defenses to all actions, and intend
to defend all actions vigorously, it is possible that there could be further adverse developments
in pending cases, and that additional cases could be decided unfavorably against RAI, RJR Tobacco
or their affiliates or indemnitees. Determinations of liability or adverse rulings in such cases or
in similar cases involving other cigarette manufacturers as defendants, even if such judgments are
not final, could materially adversely affect the litigation against RJR Tobacco or its affiliates
or indemnitees and could encourage the commencement of additional tobacco-related litigation. In
addition, a number of political, legislative, regulatory and other developments relating to the
tobacco industry and cigarette smoking have received wide media attention. These developments may
negatively affect the outcomes of tobacco-related legal actions and encourage the commencement of
additional similar litigation.
Although it is impossible to predict the outcome of such events on pending litigation and the
rate new lawsuits are filed against RJR Tobacco or its affiliates or indemnitees, a significant
increase in litigation or in adverse outcomes for tobacco defendants could have a material adverse
effect on any or all of these entities. Moreover, notwithstanding the quality of defenses available
to it and its affiliates and indemnitees in litigation matters, it is possible that RAIs results
of operations, cash flows or financial position could be materially adversely affected by the
ultimate outcome of certain pending litigation matters against RJR Tobacco or its affiliates or
indemnitees.
Similarly, smokeless tobacco litigation is subject to many uncertainties. Notwithstanding the
quality of defenses available to the Conwood companies, it is possible that RAIs results of
operations, cash flows or financial position could be materially adversely affected by the ultimate
outcome of certain pending litigation matters against the Conwood companies.
Litigation Affecting the Cigarette Industry
Overview
Introduction. In connection with the business combination of RJR Tobacco and the U.S.
cigarette and tobacco business of B&W on July 30, 2004, RJR Tobacco agreed to indemnify B&W and its
affiliates against, among other things, certain litigation liabilities, costs and expenses incurred
by B&W or its affiliates arising out of the U.S. cigarette and tobacco business of B&W.
Accordingly, the cases discussed below include cases brought solely against RJR Tobacco and its
affiliates, including RAI and RJR; cases brought against both RJR Tobacco, its affiliates and B&W;
and cases brought solely against B&W and assumed by RJR Tobacco in the business combination.
During the first quarter of 2008, 1,437 tobacco-related cases, primarily Engle Progeny Cases,
defined below, were served against RJR Tobacco or its affiliates or indemnitees. On March 31, 2008,
there were 2,802 cases, including 686 individual smoker cases pending in West Virginia state court
as a consolidated action and 1,897 Engle Progeny Cases, involving 8,103 individual plaintiffs,
pending in the United States against RJR Tobacco or its affiliates or indemnitees, as compared with
1,238 total cases on March 31, 2007, and 1,281 total cases on March 31, 2006, pending in the United
States against RJR Tobacco or its affiliates or indemnitees.
As of April 11, 2008, 933 tobacco-related cases were pending against RJR Tobacco or its
affiliates or indemnitees: 928 in the United States; one in Puerto Rico; three in Canada; and one
in Israel. Of the 928 total U.S. cases, 27 cases are pending against B&W that are not also pending
against RJR Tobacco. The U.S. case number does not include the 2,621 Broin II or the 1,931 Engle
Progeny Cases, as discussed below, pending as of April 11, 2008. The following table lists the
number of U.S. tobacco-related cases by state that were pending against RJR Tobacco or its
affiliates or indemnitees as of April 11, 2008, exclusive of the Broin II and Engle Progeny Cases:
16
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
|
|
|
|
|
|
|
Number of |
|
State |
|
U.S. Cases |
|
West Virginia |
|
|
692 |
* |
Florida |
|
|
27 |
|
New York |
|
|
25 |
|
Missouri |
|
|
23 |
|
Maryland |
|
|
22 |
|
Mississippi |
|
|
21 |
|
Louisiana |
|
|
17 |
|
California |
|
|
13 |
|
Illinois |
|
|
8 |
|
Washington |
|
|
5 |
|
New Jersey |
|
|
4 |
|
Connecticut |
|
|
4 |
|
Ohio |
|
|
4 |
|
Pennsylvania |
|
|
4 |
|
Kentucky |
|
|
4 |
|
Delaware |
|
|
3 |
|
District of Columbia |
|
|
3 |
|
Georgia |
|
|
3 |
|
Alabama |
|
|
2 |
|
Kansas |
|
|
2 |
|
Maine |
|
|
2 |
|
Michigan |
|
|
2 |
|
Minnesota |
|
|
2 |
|
New Mexico |
|
|
2 |
|
North Carolina |
|
|
2 |
|
Oregon |
|
|
2 |
|
South Carolina |
|
|
2 |
|
South Dakota |
|
|
2 |
|
Tennessee |
|
|
2 |
|
Vermont |
|
|
2 |
|
Wisconsin |
|
|
2 |
|
Arizona |
|
|
1 |
|
Alaska |
|
|
1 |
|
Arkansas |
|
|
1 |
|
Colorado |
|
|
1 |
|
Hawaii |
|
|
1 |
|
Idaho |
|
|
1 |
|
Indiana |
|
|
1 |
|
Iowa |
|
|
1 |
|
Mariana Islands |
|
|
1 |
|
Massachusetts |
|
|
1 |
|
Montana |
|
|
1 |
|
Nebraska |
|
|
1 |
|
Nevada |
|
|
1 |
|
New Hampshire |
|
|
1 |
|
North Dakota |
|
|
1 |
|
Oklahoma |
|
|
1 |
|
Rhode Island |
|
|
1 |
|
Utah |
|
|
1 |
|
Virginia |
|
|
1 |
|
Wyoming |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
Total |
|
|
928 |
** |
|
|
|
|
17
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
|
|
|
* |
|
687 of the 692 cases are pending as a consolidated action
In re: Tobacco Litigation Personal Injury Cases, Circuit
Court, Ohio County, West Virginia, consolidated January 11,
2000. On February 11, 2008, the trial court stayed the
trial of the initial phase indefinitely pending the U.S.
Supreme Court review in Good v. Altria Group, Inc., a
lights class action filed in August 2005 in the United
States District Court for the District of Maine against
Philip Morris USA and its parent company, Altria Group,
Inc. On February 25, 2008, the U.S. Supreme Court denied
the defendants petition for certiorari asking the Court to
review the trial plan. |
|
** |
|
Of the 928 pending U.S. cases, 40 are pending in federal
court, 887 in state court and 1 in tribal court. |
The following table lists the categories of the U.S. tobacco-related cases pending against RJR
Tobacco or its affiliates or indemnitees as of April 11, 2008, compared with the number of cases
pending against RJR Tobacco, its affiliates or indemnitees as of February 1, 2008, as reported in
RAIs Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the SEC on
February 27, 2008, and a cross-reference to the discussion of each case type.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Number |
|
|
|
|
RJR Tobaccos |
|
of Cases Since |
|
|
|
|
Case Numbers as of |
|
February 1, 2008 |
|
|
Case Type |
|
April 11, 2008 |
|
Increase/(Decrease) |
|
Page Reference |
Individual Smoking and Health |
|
|
830 |
|
|
|
(42 |
) |
|
|
23 |
|
Engle Progeny (Number of Plaintiffs)* |
|
|
1,931 (8,178 |
) |
|
|
1,065 |
|
|
|
25 |
|
Broin II |
|
|
2,621 |
|
|
|
(1 |
) |
|
|
25 |
|
Class-Action |
|
|
17 |
|
|
|
(1 |
) |
|
|
25 |
|
Health-Care Cost Recovery |
|
|
3 |
|
|
No Change |
|
|
31 |
|
MSA-Enforcement and Validity |
|
|
62 |
|
|
|
1 |
|
|
|
35 |
|
Antitrust |
|
|
3 |
|
|
No Change |
|
|
37 |
|
Other Litigation |
|
|
11 |
|
|
No Change |
|
|
37 |
|
|
|
|
|
* |
|
The Engle Progeny Cases have been separated from the
Individual Smoking and Health cases for reporting purposes.
Plaintiffs counsel are attempting to include multiple
plaintiffs in most of the cases filed. |
Three pending cases against RJR Tobacco and B&W have attracted significant media attention:
the Florida state court class-action case, Engle v. R. J. Reynolds Tobacco Co., the federal RICO
case brought by the U.S. Department of Justice, and the federal lights class action Schwab
[McLaughlin] v. Philip Morris USA, Inc.
In 2000, a jury in Engle rendered a punitive damages verdict in favor of the Florida class
of approximately $145 billion against all defendants. On July 6, 2006, the Florida Supreme Court,
among other things, affirmed an appellate courts reversal of the punitive damages award,
decertified the class going forward, preserved several class-wide findings from the trial,
including that nicotine is addictive and cigarettes are defectively designed, and authorized class
members to avail themselves of these findings in individual lawsuits under certain conditions.
After subsequent motions were resolved, the Florida Supreme Court issued its mandate on January 11,
2007, thus beginning a one-year period in which former class members were permitted to file
individual lawsuits. On October 1, 2007, the U.S. Supreme Court denied the defendants petition for
writ of certiorari. As of April 11, 2008, RJR Tobacco had been served in 1,931 Engle Progeny Cases
in both state and federal courts in Florida. These cases include approximately 8,178 plaintiffs.
The number of cases will increase due to a delay in the processing of cases in the Florida court
system.
In the U.S. Department of Justice case, brought in 1999 in the U.S. District Court for the
District of Columbia, the government sought, among other forms of relief, the disgorgement of
profits pursuant to the civil provisions of RICO. The U.S. Court of Appeals for the District of
Columbia ruled in 2005 that disgorgement is not an available remedy in the case. The bench trial
ended in June 2005, and the court, in August 2006, issued its ruling, among other things, finding
certain defendants, including RJR Tobacco and B&W, liable for the RICO claims, imposing no direct
financial penalties on the defendants, but ordering the defendants to make certain corrective
communications in a variety of media and enjoining the defendants from using certain brand
descriptors. Both sides have appealed to the
18
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
U.S. Court of Appeals for the District of Columbia,
and the trial courts order has been stayed pending the appeal. Briefing is scheduled to conclude
on May 19, 2008.
In September 2006, the U.S. District Court for the Eastern District of New York in Schwab
certified a nation-wide class of lights smokers. On November 16, 2006, the U.S. Court of Appeals
for the Second Circuit granted the defendants motions to stay the district court proceedings and
for review of the class certification ruling. On April 3, 2008, the Second Circuit decertified
the class.
For a detailed description of these cases, see Class-Action Suits Engle Case,
Health-Care Cost Recovery Cases Department of Justice Case and Class-Action Suits
Lights Cases below.
In November 1998, the major U.S. cigarette manufacturers, including RJR Tobacco and B&W,
entered into the MSA with 46 U.S. states and certain U.S. territories and possessions. These
cigarette manufacturers previously settled four other cases, brought on behalf of Mississippi,
Florida, Texas and Minnesota, by separate agreements with each state. The MSA, including the four
other state settlement agreements:
settled all health-care cost recovery actions brought by, or on behalf of, the settling
jurisdictions;
released the major U.S. cigarette manufacturers from various additional present and
potential future claims;
imposed payment obligations in perpetuity on RJR Tobacco, B&W and other major U.S.
cigarette manufacturers; and
placed significant restrictions on their ability to market and sell cigarettes.
MSA payments are subject to adjustments for, among other things, the volume of cigarettes
sold, market share and inflation. See Health-Care Cost Recovery Cases MSA below for a
detailed discussion of the MSA, including RAIs operating
subsidiaries monetary obligations under these agreements. RJR
Tobacco records the allocation of settlement charges as products are shipped.
Scheduled Trials. Trial schedules are subject to change, and many cases are dismissed before
trial. The following table lists the trial schedule, as of April 11, 2008, for RJR Tobacco or its
affiliates and indemnitees through March 31, 2009.
|
|
|
|
|
|
|
Trial Date |
|
Case Name/Type |
|
Defendant(s) |
|
Jurisdiction |
|
July 7, 2008 |
|
Washington v. R.J. Reynolds Tobacco Co. |
|
RJR Tobacco |
|
Superior Court |
|
|
[MSA Enforcement] |
|
|
|
King County |
|
|
|
|
|
|
(Seattle, WA) |
|
|
|
|
|
|
|
August 25, 2008 |
|
Smith v. R.J. Reynolds Tobacco Co. |
|
RJR Tobacco |
|
U.S. District Court |
|
|
[Individual] |
|
|
|
Eastern District |
|
|
|
|
|
|
(New Orleans, LA) |
|
|
|
|
|
|
|
August 29, 2008 |
|
Nichols v. Philip Morris USA, Inc. |
|
RJR Tobacco |
|
Superior Court |
|
|
[Individual] |
|
|
|
San Diego County |
|
|
|
|
|
|
(San Diego, CA) |
|
|
|
|
|
|
|
September 8, 2008 |
|
Fabiano v. Philip Morris, Inc. |
|
RJR Tobacco, B&W |
|
NY Supreme Court |
|
|
[Individual] |
|
|
|
New York County |
|
|
|
|
|
|
(New York, NY) |
|
|
|
|
|
|
|
September 8, 2008 |
|
Hausrath v. Philip Morris USA, Inc. |
|
B&W |
|
NY Supreme Court |
|
|
[Individual] |
|
|
|
Erie County |
|
|
|
|
|
|
(Buffalo, NY) |
|
|
|
|
|
|
|
December 17, 2008 |
|
Williams v. Brown & Williamson |
|
RJR Tobacco, B&W |
|
Circuit Court |
|
|
[Individual] |
|
|
|
City of St. Louis (St. Louis, MO) |
19
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
|
|
|
|
|
|
|
Trial Date |
|
Case Name/Type |
|
Defendant(s) |
|
Jurisdiction |
January 5, 2009 |
|
Workman v. R.J. Reynolds Tobacco Co. |
|
RJR Tobacco |
|
U.S. District Court |
|
|
[Individual] |
|
|
|
Southern District |
|
|
|
|
|
|
(Miami, FL) |
|
|
|
|
|
|
|
January 5, 2009 |
|
Hargroves v. R.J. Reynolds Tobacco Co. |
|
RJR Tobacco |
|
Circuit Court |
|
|
[Engle Progeny] |
|
|
|
Hillsborough County |
|
|
|
|
|
|
(Miami, FL) |
|
|
|
|
|
|
|
January 20, 2009 |
|
Suzanne Lombardi v. R.J. Reynolds Tobacco Co. |
|
RJR Tobacco |
|
U.S. District Court |
|
|
[Engle Progeny] |
|
|
|
Southern District |
|
|
|
|
|
|
(Miami, FL) |
|
|
|
|
|
|
|
February 2, 2009 |
|
Goldberg v. Brown & Williamson |
|
RJR Tobacco, B&W |
|
U.S. District Court |
|
|
[Individual] |
|
|
|
Southern District |
|
|
|
|
|
|
(West Palm Beach, FL) |
Trial Results. From January 1, 1999 through April 11, 2008, 54 smoking and health and
health-care cost recovery cases in which RJR Tobacco or B&W were defendants were tried. Verdicts in
favor of RJR Tobacco, B&W and, in some cases, RJR Tobacco, B&W and other defendants, were returned
in 37 cases, including four mistrials, tried in Florida (11), New York (4), Missouri (4), Tennessee
(3), Mississippi (2), California (2), West Virginia (2), Ohio (2), Connecticut (1), Louisiana (1),
New Jersey (1), Pennsylvania (1), South Carolina (1), Texas (1) and Washington (1).
Additionally, from January 1, 1999 through April 11, 2008, verdicts were returned in 22
smoking and health cases in which RJR Tobacco, B&W, or their respective affiliates were not
defendants. Verdicts were returned in favor of the defendants in 13 cases five in Florida, three
in California, and one in each of New Hampshire, New York, Pennsylvania, Rhode Island and
Tennessee. Verdicts in favor of the plaintiffs were returned in nine cases four in California,
two in each of Florida and Oregon and one in Illinois.
No cases were tried in the first quarter of 2008 in which RJR Tobacco was a defendant.
The following chart reflects the verdicts and post-trial developments in the smoking and
health cases that have been tried and remain pending as of April 11, 2008, in which verdicts have
been returned in favor of the plaintiffs and against RJR Tobacco or B&W, or both.
|
|
|
|
|
|
|
|
|
Date of Verdict |
|
Case Name/Type |
|
Jurisdiction |
|
Verdict |
|
Post-Trial Status |
July 7, 1999-Phase I
April 7, 2000-Phase II
July 14, 2000-Phase III
|
|
Engle v. R. J.
Reynolds Tobacco Co.
[Class Action] |
|
Circuit Court,
Miami-Dade County
(Miami, FL)
|
|
$12.7 million
compensatory
damages against all
the defendants;
$145 billion
punitive damages
against all the
defendants, of
which approximately
$36.3 billion and
$17.6 billion was
assigned to RJR
Tobacco and B&W,
respectively.
|
|
On May 21, 2003,
Floridas Third
District Court of
Appeal reversed the
trial court and
remanded the case
to the Miami-Dade
County Circuit
Court with
instructions to
decertify the
class. The Florida
Supreme Court on
July 6, 2006,
affirmed the
dismissal of the
punitive damages
award and
decertified, on a
going-forward
basis, the class.
The court preserved
a number of
class-wide findings
from Phase I of the
Engle trial, and
authorized class
members to avail
themselves of those
findings in
individual
lawsuits, provided
they commence those
lawsuits within one
year of the date
the courts |
20
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
|
|
|
|
|
|
|
|
|
Date of Verdict |
|
Case Name/Type |
|
Jurisdiction |
|
Verdict |
|
Post-Trial Status |
|
|
|
|
|
|
|
|
decision becomes
final. In
addition, the court
reinstated
compensatory damage
verdicts in favor
of two plaintiffs
in the amounts of
$2.85 million and
$4.023 million,
respectively. On
October 1, 2007,
the U.S. Supreme
Court denied the
defendants
petition for writ
of certiorari. On
November 26, 2007,
the defendants
petition for
rehearing with the
U.S. Supreme Court
was denied. As a
result, on February
8, 2008, RJR
Tobacco paid
approximately $5.9
million relating to
the damages
verdicts mentioned
above, which was
determined using
the total amount of
the verdicts
together with
accrued interest
beginning November
7, 2000. |
|
|
|
|
|
|
|
|
|
June 11, 2002
|
|
Lukacs v. R. J.
Reynolds Tobacco Co. [Engle class member] |
|
Circuit Court,
Miami-Dade County
(Miami, FL)
|
|
$500,000 economic
damages, $24.5
million
non-economic
damages and $12.5
million loss of
consortium damages
against Philip
Morris, B&W and
Lorillard, of which
B&W was assigned
22.5% of liability.
Court has not
entered final
judgment for
damages. RJR
Tobacco was
dismissed from the
case in May 2002,
prior to trial.
|
|
Judge reduced
damages to $25.125
million of which
B&Ws share is
approximately $6
million. On
January 2, 2007,
the defendants
moved to set aside
the June 11, 2002,
verdict and to
dismiss the
plaintiffs
punitive damages
claim. On January
3, 2007, the
plaintiffs filed a
motion for entry of
judgment, which the
court deferred
until the U.S.
Supreme Court
completed review of
Engle and after
further submissions
by the parties. On
January 28, 2008,
the defendants
filed a submission
asking the court to
set aside the
verdict and to
dismiss the case. |
|
|
|
|
|
|
|
|
|
December 18, 2003
|
|
Frankson v. Brown &
Williamson Tobacco
Corp. [Individual] |
|
Supreme Court,
Kings County
(Brooklyn, NY)
|
|
$350,000
compensatory
damages; 50% fault
assigned to B&W and
two industry
organizations; $20
million in punitive
damages, of which
$6 million was
assigned to B&W, $2
million to a
predecessor company
and $12 million to
two industry
organizations.
|
|
On January 21,
2005, the plaintiff
stipulated to the
courts reduction
in the amount of
punitive damages
from $20 million to
$5 million,
apportioned as
follows: $0 to
American Tobacco;
$4 million to B&W;
$500,000 to the
Council for Tobacco
Research and
$500,000 |
21
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
|
|
|
|
|
|
|
|
|
Date of Verdict |
|
Case Name/Type |
|
Jurisdiction |
|
Verdict |
|
Post-Trial Status |
|
|
|
|
|
|
|
|
to the
Tobacco Institute.
On June 26,
2007, final
judgment was
entered in the
amount of
approximately $6.8
million, including
interest and costs.
The defendants
filed a notice of
appeal on July 3,
2007. Briefing is
underway. Pursuant
to its agreement to
indemnify B&W, RJR
Tobacco posted a
supersedeas bond in
the amount of
$8.018 million on
July 5, 2007. |
|
|
|
|
|
|
|
|
|
May 21, 2004
|
|
Scott v. American
Tobacco Co. [Class Action] |
|
District Court,
Orleans Parish
(New Orleans, LA)
|
|
$591 million
against RJR
Tobacco, B&W,
Philip Morris,
Lorillard, and the
Tobacco Institute,
jointly and
severally, for a
smoking cessation
program.
|
|
On September 29,
2004, the
defendants posted a
$50 million bond
and noticed their
appeal to the
Louisiana Court of
Appeal. RJR
Tobacco posted $25
million toward the
bond. On February
7, 2007, the
Louisiana Court of
Appeal limited the
size of the class,
and rejected the
award of
pre-judgment
interest and most
of the specific
components of the
smoking cessation
program. However,
the court upheld
the class
certification and
found the
defendants
responsible for
funding smoking
cessation for
eligible class
members.
The
defendants filed an
application for
writ of certiorari
with the Louisiana
Supreme Court on
April 2, 2007,
which was denied on
January 7, 2008. On
March 24, 2008, the
defendants also
filed with the
Louisiana Supreme
Court a motion to
stay the case
pending application
to the U.S. Supreme
Court, which was
denied on April 2,
2008. The
defendants filed
their petition for
writ of certiorari
with the U.S.
Supreme Court on
April 7, 2008. |
|
|
|
|
|
|
|
|
|
February 2, 2005
|
|
Smith v. Brown &
Williamson Tobacco
Corp. [Individual] |
|
Circuit Court,
Jackson County
(Independence, MO)
|
|
$2 million in
compensatory
damages which was
reduced to $500,000
because of jurys
findings that the
plaintiff was 75%
at fault; $20
million in punitive damages. |
|
On June 1, 2005,
B&W filed its
notice of appeal.
On July 31, 2007,
the Missouri Court
of Appeals affirmed
the compensatory
damages |
22
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
|
|
|
|
|
|
|
|
|
Date of Verdict |
|
Case Name/Type |
|
Jurisdiction |
|
Verdict |
|
Post-Trial Status |
|
|
|
|
|
|
|
|
award but
ordered a new trial
on punitive
damages. The
Missouri Supreme
Court accepted
transfer of the
case from the court
of appeals. Oral
argument was heard
on February 13,
2008. A decision is
pending. |
|
|
|
|
|
|
|
|
|
March 18, 2005
|
|
Rose v. Brown &
Williamson Tobacco
Corp. [Individual] |
|
Supreme Court,
New York County
(Manhattan, NY)
|
|
RJR Tobacco found
not liable; $3.42
million in
compensatory
damages against B&W
and Philip Morris,
of which $1.71
million was
assigned to B&W;
$17 million in
punitive damages
against Philip
Morris only.
|
|
On August 18, 2005,
B&W filed its
notice of appeal.
Pursuant to its
agreement to
indemnify B&W, RJR
Tobacco posted a
supersedeas bond in
the amount of
$2.058 million on
February 7, 2006.
On April 10, 2008,
the New York
Supreme Court,
Appellate Division
reversed the
judgment in the
plaintiffs favor
and dismissed the
case. |
|
|
|
|
|
|
|
|
|
August 17, 2006
|
|
United States v.
Philip Morris USA,
Inc. [Governmental Health-Care Cost Recovery] |
|
U.S. District Court,
District of Columbia
(Washington, DC)
|
|
RJR Tobacco and B&W
were found liable
for civil RICO
claims; were
enjoined from using
certain brand
descriptors and
from making certain
misrepresentations;
and were ordered to
make corrective
communications on
five subjects,
including smoking
and health and
addiction, to
reimburse the U.S.
Department of
Justice appropriate
costs associated
with the lawsuit,
and to maintain
document web sites.
|
|
On September 11,
2006, RJR Tobacco
and B&W filed their
notices of appeal.
On October 16,
2006, the
government filed
its notice of
appeal. The court
of appeals granted
the defendants
motion to stay the
district courts
order on October
31, 2006. Briefing
is scheduled to
conclude on May 19,
2008. |
|
|
|
|
|
|
|
|
|
May 2, 2007
|
|
Whiteley v. R.J.
Reynolds Tobacco
Co. [Individual] |
|
Superior Court,
San Francisco County,
(San Francisco, CA)
|
|
$2.46 million in
compensatory
damages jointly
against RJR Tobacco
and Philip Morris;
$250,000 punitive
damages against RJR
Tobacco only.
|
|
On September 5,
2007, the court
denied RJR
Tobaccos motion
for judgment
notwithstanding the
verdict or, in the
alternative, for a
new trial. RJR
Tobacco filed its
notice of appeal on
October 3, 2007.
On March 21, 2008,
the court entered a
third stipulation
and order for stay
against enforcement
of judgment until
June 6, 2008. |
Individual Smoking and Health Cases
As of April 11, 2008, 830 individual cases, including 687 individual smoker cases in West
Virginia state court in a consolidated action, were pending in the United States against RJR
Tobacco, B&W, as its indemnitee, or both. This category of cases includes smoking and health cases
alleging personal injury brought by or on behalf of individual plaintiffs, but does not include the
Broin II or Engle Progeny Cases discussed below. A total of 824 of the individual
23
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
cases are brought
by or on behalf of individual smokers or their survivors, while the remaining six cases are brought
by or on behalf of individuals or their survivors alleging personal injury as a result of exposure
to ETS.
Below is a description of the individual smoking and health cases against RJR Tobacco or B&W,
or both, which went to trial or were decided during the period from January 1, 2008, to March 31,
2008, or remained on appeal as of March 31, 2008.
In Whiteley v. R. J. Reynolds Tobacco Co., the retrial of Whiteley v. Raybestos-Manhattan, a
case filed in April 1999 in Superior Court, San Francisco County, California and originally tried
in 2000, the jury awarded the plaintiff $2.46 million in compensatory damages jointly against RJR
Tobacco and Philip Morris on May 2, 2007, and returned a punitive damages verdict award of $250,000
against RJR Tobacco on May 9, 2007. RJR Tobaccos motion for judgment notwithstanding the verdict
or, in the alternative, for a new trial was denied on September 5, 2007. RJR Tobacco filed its
notice of appeal to the Court of Appeal for the State of California, First Appellate District, on
October 3, 2007. On March 21, 2008, the court entered a third stipulation and order for stay
against enforcement of judgment until June 6, 2008.
On August 15, 2003, a jury returned a verdict in favor of B&W in Eiser v. Brown & Williamson
Tobacco Corp., a case filed in March 1999 in the Court of Common Pleas, Philadelphia County,
Pennsylvania. The plaintiff, Lois Eiser, sought compensatory and punitive damages in an amount in
excess of $50,000, together with interest, costs and attorneys fees in this wrongful death action
against B&W. On January 19, 2006, the Superior Court of Pennsylvania affirmed the verdict. On
September 22, 2006, the Pennsylvania Supreme Court granted the plaintiffs petition to appeal. On
December 28, 2007, the Pennsylvania Supreme Court remanded the case to the Eastern District of the
Superior Court for further review.
On December 18, 2003, in Frankson v. Brown & Williamson Tobacco Corp., a case filed in August
2000 in Supreme Court, Kings County, New York, a jury awarded $350,000 in compensatory damages
against B&W and two former tobacco industry organizations, the Tobacco Institute and the Council
for Tobacco Research, in an action brought against the major U.S. cigarette manufacturers,
including RJR Tobacco, who was dismissed prior to trial, and B&W, seeking $270 million in
compensatory damages, unspecified punitive damages, attorneys fees, costs and disbursements. Other
manufacturers were dismissed before trial. The plaintiff, Gladys Frankson, alleged that Mr.
Frankson became addicted to nicotine, was unable to cease smoking, developed lung cancer and died
as a result. The defendants as a group and the deceased smoker were each found to be 50% at fault.
On January 8, 2004, the jury awarded $20 million in punitive damages, assigning $6 million to B&W,
$2 million to American Tobacco, a predecessor company to B&W, and $6 million to each of the Council
for Tobacco Research and the Tobacco Institute. On June 22, 2004, the trial judge granted a new
trial unless the parties consented to an increase in compensatory damages to $500,000 and a
decrease in punitive damages to $5 million, of which $4 million would be assigned to B&W. On
January 21, 2005, the plaintiff stipulated to the reduction in punitive damages.
After all post-trial motions, and appeals therefrom, were denied, judgment was entered in
favor of the plaintiffs for $175,000 in compensatory damages, the original jury award reduced by
50%, and $5 million in punitive damages, the amount to which the plaintiff stipulated. On June 26,
2007, final judgment was entered against the defendants in the amount of approximately $6.8
million, including interest and costs. The defendants filed a notice of appeal to the Appellate
Division, New York Supreme Court, Second Department on July 3, 2007. Briefing is underway. Pursuant
to its agreement to indemnify B&W, RJR Tobacco posted a supersedeas bond in the amount of $8.018
million on July 5, 2007.
On February 1, 2005, a jury returned a split verdict in Smith v. Brown & Williamson Tobacco
Corp., a case filed in May 2003 in Circuit Court, Jackson County, Missouri, finding in favor of B&W
on two counts, fraudulent concealment and conspiracy, and finding in favor of the plaintiff on
negligence, which incorporates failure to warn and product defect claims. The plaintiff, Lincoln
Smith, claimed that the defendants tobacco products caused Mrs. Smiths death from lung cancer and
sought an unspecified amount of compensatory and punitive damages. The plaintiff was awarded $2
million in compensatory damages and $20 million in punitive damages; however, the jury found the
plaintiff to be 75% at fault, and B&W 25% at fault, and thus the compensatory award was reduced to
$500,000. B&W
appealed to the Missouri Court of Appeals, and on July 31, 2007, the court affirmed the
compensatory damages and ordered a new trial on punitive damages. The Missouri Supreme Court agreed
to accept transfer of the case from the court of appeals. Oral argument was heard on February 13,
2008. A decision is pending.
24
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
On March 18, 2005, in Rose v. Brown & Williamson Tobacco Corp., a case filed in December 1996
in New York Supreme Court, County of New York, a jury returned a verdict in favor of RJR Tobacco,
but returned a $3.42 million compensatory damages verdict against B&W and Philip Morris, of which
$1.71 million was assigned to B&W. A punitive damages verdict of $17 million against Philip Morris
only was returned by the jury on March 28, 2005. The action was brought against the major U.S.
cigarette manufacturers, including RJR Tobacco and B&W, seeking to recover $15 million in
compensatory damages and $35 million in punitive damages. The plaintiffs, Norma Rose and Leonard
Rose, allege that their use of the defendants products caused them to become addicted to nicotine
and develop lung cancer, chronic obstructive pulmonary disease and other smoking related conditions
and/or diseases. Oral argument on B&Ws appeal in the Appellate Division, New York Supreme Court,
First Department occurred on December 12, 2006. Pursuant to its agreement to indemnify B&W, RJR
Tobacco posted a supersedeas bond in the amount of $2.058 million on February 7, 2006. On April
10, 2008, the Appellate Division reversed the judgment in the plaintiffs favor and dismissed the
case.
Engle Progeny Cases
Pursuant to the Florida Supreme Courts July 6, 2006, ruling in Engle v. R. J. Reynolds
Tobacco Co., which decertified the class, former class members had one year from January 11, 2007,
in which to file individual lawsuits. In addition, some individuals who filed suit prior to January
11, 2007, and who claim they meet the conditions in Engle, also are attempting to avail themselves
of the Engle ruling. Lawsuits by individuals requesting the benefit of the Engle ruling, whether
filed before or after the January 11, 2007, mandate, are referred to as the Engle Progeny Cases. As
of April 11, 2008, RJR Tobacco had been served in 1,931 Engle Progeny Cases in both state and
federal courts in Florida. These cases include approximately 8,178 plaintiffs. For further
information on the Engle case, see Class-Action Suits Engle Case, below.
Broin II Cases
As of April 11, 2008, there were 2,621 lawsuits pending in Florida brought by individual
flight attendants for personal injury as a result of illness allegedly caused by exposure to ETS in
airplane cabins, referred to as the Broin II cases. In these lawsuits, filed pursuant to the terms
of the settlement of the Broin v. Philip Morris, Inc. class action, discussed below under
Class-Action Suits, each individual flight attendant will be required to prove that he or she has
a disease and that the individuals exposure to ETS in airplane cabins caused the disease. Punitive
damages are not available in these cases.
On October 5, 2000, the Broin court entered an order applicable to all Broin II cases that the
terms of the Broin settlement agreement do not require the individual Broin II plaintiffs to prove
the elements of strict liability, breach of warranty or negligence. Under this order, there is a
rebuttable presumption in the plaintiffs favor on those elements, and the plaintiffs bear the
burden of proving that their alleged adverse health effects actually were caused by exposure to ETS
in airplane cabins, that is, specific causation. Below is a description of the Broin II cases
against RJR Tobacco and B&W that went to trial or were decided during the period from January 1,
2008 to March 31, 2008, or remained on appeal or were otherwise pending as of March 31, 2008.
In Janoff v. Philip Morris, Inc., a case filed in February 2000 in Circuit Court, Miami-Dade
County, Florida, a jury found in favor of the defendants, including RJR Tobacco and B&W, on
September 5, 2002, in an action brought against the major U.S. cigarette manufacturers seeking to
recover compensatory damages pursuant to the Broin settlement. The plaintiff, Suzette Janoff,
alleged that as a result of exposure to ETS in airline cabins, she suffered from, among other
illnesses, chronic sinusitis, chronic bronchitis and other respiratory and pulmonary problems. The
judge granted the plaintiffs motion for a new trial on January 8, 2003.
In Menchini v. Philip Morris USA, Inc., a case filed in August 2000 in Circuit Court,
Miami-Dade County, Florida, a jury returned a verdict in favor of the defendants, including RJR
Tobacco and B&W, on November 16, 2007, in an action brought against the major U.S. cigarette
manufacturers seeking to recover compensatory damages pursuant to the Broin settlement. A
stipulation of discontinuance was filed on March 12, 2008.
Class-Action Suits
Overview. As of April 11, 2008, 17 class-action cases, exclusive of antitrust class actions,
were pending in the United States against RJR Tobacco or its affiliates or indemnitees. In May
1996, in Castano v. American Tobacco Co., the Fifth Circuit Court of Appeals overturned the
certification of a nation-wide class of persons whose claims related to
25
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
alleged addiction to
tobacco products. Since this ruling by the Fifth Circuit, most class-action suits have sought
certification of state-wide, rather than nation-wide, classes. Class-action suits based on claims
similar to those asserted in Castano or claims that class members are at a greater risk of injury
or injured by the use of tobacco or exposure to ETS are pending against RJR Tobacco and its
affiliates and indemnitees in state or federal courts in California, Florida, Illinois, Louisiana,
Minnesota, Missouri, New York, Oregon and West Virginia. All pending class-action cases are
discussed below.
The pending class-actions against RJR Tobacco or its affiliates or indemnitees include eight
cases alleging that the use of the term lights constitutes unfair and deceptive trade practices
under state law or violates the federal RICO statute. Such suits are pending in state or federal
courts in Florida, Illinois, Minnesota, Missouri and New York.
Finally, certain third-party payers have filed health-care cost recovery actions in the form
of class-actions.
Few smoker class-action complaints have been certified or, if certified, have survived on
appeal. Eighteen federal courts, including two courts of appeals, and most state courts that have
considered the issue have rejected class certification in such cases. Apart from the Castano case
discussed above, only two smoker class actions have been certified by a federal court: In re Simon
(II) Litigation and Schwab [McLaughlin] v. Philip Morris USA, Inc., discussed below under
Lights Cases, both of which were filed in the U.S. District Court for the Eastern District of
New York and ultimately decertified.
Medical Monitoring and Smoking Cessation Cases. On November 5, 1998, in Scott v. American
Tobacco Co., a case filed in May 1996 in District Court, Orleans Parish, Louisiana, the trial court
certified a medical monitoring or smoking cessation class of Louisiana residents who were smokers
on or before May 24, 1996, in an action brought against the major U.S. cigarette manufacturers,
including RJR Tobacco and B&W, seeking to recover an unspecified amount of compensatory and
punitive damages. The plaintiffs allege that their use of the defendants products caused them to
become addicted to nicotine. On July 28, 2003, the jury returned a verdict in favor of the
defendants on the plaintiffs claim for medical monitoring and found that cigarettes were not
defectively designed. However, the jury also made certain findings against the defendants on claims
relating to fraud, conspiracy, marketing to minors and smoking cessation. Notwithstanding these
findings, this portion of the trial did not determine liability as to any class member or class
representative. What primarily remained in the case was a class-wide claim that the defendants pay
for a program to help people stop smoking.
On March 31, 2004, phase two of the trial began to address only the scope and cost of smoking
cessation programs. On May 21, 2004, the jury returned a verdict in the amount of $591 million on
the classs claim for a smoking cessation program. On September 29, 2004, the defendants posted a
$50 million bond, pursuant to legislation that limits the amount of the bond to $50 million
collectively for MSA signatories, and noticed their appeal. RJR Tobacco posted $25 million, that
is, the portions for RJR Tobacco and B&W, towards the bond. On February 7, 2007, the Louisiana
Court of Appeals upheld the class certification and found the defendants responsible for funding
smoking cessation for eligible class members. The appellate court also ruled, however, that the
defendants were not liable for any post-1988 claims, rejected the award of prejudgment interest and
struck eight of the 12 components of the smoking cessation program. In particular, the appellate
court ruled that no class member, who began smoking after September 1, 1988, could receive any
relief, and that only those smokers, whose claims accrued on or before September 1, 1988, would be
eligible for the smoking cessation program. Plaintiffs have expressly represented to the trial
court that none of their claims accrued before 1988 and that the class claims did not accrue until
around 1996, when the case was filed. There is currently no final judgment for a specific amount of
damages to be paid for smoking cessation, and the appellate court remanded the case to the trial
court for further proceedings, which will likely lead to additional appellate review if any new
judgment is entered. On March 2, 2007, the defendants application for rehearing and clarification
was denied. The defendants application for writ of certiorari with the Louisiana Supreme Court was
denied on January 7, 2008. On April 2, 2008, the defendants motion to stay proceedings pending
application to the U.S. Supreme Court was denied. The defendants filed their petition for writ of
certiorari with the U.S. Supreme Court on April 7, 2008.
In addition to the Scott case, one other medical monitoring class-action remains pending
against RJR Tobacco, B&W, and other cigarette manufacturers. In Lowe v. Philip Morris, Inc., a case
filed in November 2001 in Circuit Court, Multnomah County, Oregon, a judge dismissed the complaint
on November 4, 2003, for failure to state a claim
in an action seeking creation of a court-supervised program of medical monitoring, smoking
cessation and education, and recovery of attorneys fees. On September 6, 2006, the Court of
Appeals affirmed the trial courts dismissal. The Oregon Supreme Court heard argument on September
5, 2007. A decision is pending.
26
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
Engle Case. Trial began in July 1998 in Engle v. R. J. Reynolds Tobacco Co., a case filed in
May 1994, and pending in Circuit Court, Miami-Dade County, Florida, in which a class consisting of
Florida residents, or their survivors, alleges diseases or medical conditions caused by their
alleged addiction to cigarettes. The action was brought against the major U.S. cigarette
manufacturers, including RJR Tobacco and B&W, seeking actual damages and punitive damages in excess
of $100 billion each and the creation of a medical fund to compensate individuals for future
health-care costs. On July 7, 1999, the jury found against RJR Tobacco, B&W and the other
cigarette-manufacturer defendants in the initial phase, which included common issues related to
certain elements of liability, general causation and a potential award of, or entitlement to,
punitive damages.
The second phase of the trial, which consisted of the claims of three of the named class
representatives, began on November 1, 1999. On April 7, 2000, the jury returned a verdict against
all the defendants. It awarded plaintiff Mary Farnan $2.85 million, the estate of plaintiff Angie
Della Vecchia $4.023 million and plaintiff Frank Amodeo $5.831 million.
The trial court also ordered the jury in the second phase of the trial to determine punitive
damages, if any, on a class-wide basis. On July 14, 2000, the jury returned a punitive damages
verdict in favor of the Florida class of approximately $145 billion against all the defendants,
with approximately $36.3 billion and $17.6 billion being assigned to RJR Tobacco and B&W,
respectively.
On November 6, 2000, the trial judge denied all post-trial motions and entered judgment. In
November 2000, RJR Tobacco and B&W posted appeal bonds in the amount of $100 million each and
initiated the appeals process. On May 21, 2003, Floridas Third District Court of Appeal reversed
the trial courts final judgment and remanded the case to the Miami-Dade County Circuit Court with
instructions to decertify the class. The class appealed, and the Florida Supreme Court accepted the
case on May 12, 2004.
On July 6, 2006, the court affirmed the dismissal of the punitive damages award and
decertified the class, on a going-forward basis. The court preserved a number of class-wide
findings from Phase I of the trial, including that cigarettes can cause certain diseases, that
nicotine is addictive and that defendants placed defective and unreasonably dangerous cigarettes on
the market, and authorized former class members to avail themselves of those findings under certain
conditions in individual lawsuits, provided they commence those lawsuits within one year of the
date the courts decision became final. The court specified that the class is confined to those
Florida citizen residents who suffered or died from smoking-related illnesses that manifested
themselves on or before November 21, 1996, and that were caused by an addiction to cigarettes. In
addition, the court reinstated the compensatory damages awards of $2.85 million to Mary Farnan and
$4.023 million to Angie Della Vecchia, but ruled that the claims of Frank Amodeo were barred by the
statute of limitations. Finally, the court reversed the Third District Court of Appeals 2003
ruling that class counsels improper statements during trial required reversal.
On August 7, 2006, RJR Tobacco and the other defendants filed a rehearing motion arguing,
among other things, that the findings from the Engle trial are not sufficiently specific to serve
as the basis for further proceedings and that the Florida Supreme Courts decision denied
defendants due process. On the same day, the plaintiffs also filed a rehearing motion arguing that
some smokers who became sick after November 21, 1996, and who are therefore not class members,
should nevertheless have the statute of limitations tolled since they may have refrained from
filing suit earlier in the mistaken belief that they were Engle class members. On December 21,
2006, the Florida Supreme Court withdrew its July 6, 2006, decision and issued a revised opinion,
in which it set aside the jurys findings of a conspiracy to misrepresent and clarified that the
Engle jurys finding on express warranty were preserved for use by eligible plaintiffs. The court
also denied the plaintiffs motion and confirmed that the class was limited to those individuals
who developed alleged smoking-related illnesses that manifested themselves on or before November
21, 1996. The court issued its mandate on January 11, 2007, which began the one-year period for
former class members to file individual lawsuits. As of April 11, 2008, 1,931 individual cases were
filed in Florida as a result of the Engle decision. These cases include approximately 8,178
plaintiffs. For further information on the individual cases, see Engle Progeny Cases above.
On April 17, 2007, RJR Tobaccos motions for discharge of RJR Tobaccos and B&Ws civil
supersedeas bonds related to the punitive damages award were granted. During the second quarter of
2007, RJR Tobacco received the full amount of the $100 million cash collateral that it had posted.
On October 1, 2007, the defendants petition for writ of certiorari with the U.S. Supreme Court was
denied. On November 26, 2007, the defendants petition for
rehearing with the U.S. Supreme Court was denied. As a result, the verdicts in favor of Mary
Farnan and Angie Della Vecchia, mentioned above, became final. On February 8, 2008, RJR Tobacco
paid approximately $5.9 million relating to the compensatory damages verdicts mentioned above,
which amount was determined using the total amount of the
27
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
verdicts together with accrued interest
beginning November 7, 2000. A final computation of interest due on those judgments will be
determined by the trial court in 2008.
Prior to the Florida Supreme Court ruling on July 6, 2006, RJR Tobacco and/or B&W were named
as a defendant(s) in several individual cases filed by members of the Engle class. One such case,
Lukacs v. Philip Morris, Inc., a case filed in February 2001, and pending in Circuit Court,
Miami-Dade County, Florida, was tried against Philip Morris, Liggett and B&W, and resulted in a
verdict for the plaintiffs on June 11, 2002, in a personal injury action brought against the major
U.S. cigarette manufacturers, including RJR Tobacco and B&W, seeking to recover an unspecified
amount in compensatory and punitive damages. The plaintiff alleged that his use of the defendants
brands caused his development of bladder, throat, oral cavity and tongue cancer. RJR Tobacco was
voluntarily dismissed on May 1, 2002. The Florida state court jury awarded the plaintiffs a total
of $37.5 million in compensatory damages. The jury assigned 22.5% fault to B&W, 72.5% fault to the
other defendants and 5% fault to plaintiff John Lukacs. On April 1, 2003, the Miami-Dade County
Circuit Court granted in part the defendants motion for remittitur and reduced the jurys award to
plaintiff Yolanda Lukacs, on the loss of consortium claim, from $12.5 million to $0.125 million
decreasing the total award to $25.125 million. On August 2, 2006, the plaintiff filed a motion for
entry of partial judgment and notice of jury trial on punitive damages. On January 2, 2007, the
defendants asked the court to set aside the jurys June 11, 2002, verdict for the plaintiffs and to
dismiss the plaintiffs punitive damages claim. On January 3, 2007, the plaintiffs filed a motion
for entry of judgment, which the court deferred until the U.S. Supreme Court has completed its
review of Engle and after further submissions by the parties. On January 28, 2008, the defendants
filed a submission asking the court to set aside the verdict and to dismiss the case.
California Business and Professions Code Cases. On November 30, 2000, in Daniels v. Philip
Morris Cos., Inc., a case filed in April 1998 in Superior Court, San Diego County, California, a
judge, based on a California unfair business practices statute, certified a class consisting of all
persons who, as California resident minors, smoked one or more cigarettes in California between
April 2, 1994 and December 1, 1999. The action had been brought against the major U.S. cigarette
manufacturers, including RJR Tobacco and B&W, seeking to recover an unspecified amount of
compensatory and punitive damages, restitution to each member of the class and to the general
public, and an injunction prohibiting the defendants from engaging in further violation of
California Business and Professions Code § 17200 and § 17500. The plaintiffs alleged that due to
the deceptive practices of the defendants, they became addicted to cigarettes as teenagers. The
court granted the defendants motions for summary judgment on preemption and First Amendment
grounds and dismissed the action on October 21, 2002. On October 6, 2004, the California Court of
Appeal affirmed the trial court. On August 2, 2007, the California Supreme Court affirmed the
California Court of Appeal. On March 17, 2008, the plaintiffs petition for writ of certiorari with
the U.S. Supreme Court was denied.
On April 11, 2001, in Brown v. American Tobacco Co., Inc., a case filed in June 1997 in
Superior Court, San Diego County, California, the same judge as in Daniels granted in part the
plaintiffs motion for certification of a class composed of residents of California who smoked at
least one of the defendants cigarettes from June 10, 1993 through April 23, 2001, and who were
exposed to the defendants marketing and advertising activities in California. The action was
brought against the major U.S. cigarette manufacturers, including RJR Tobacco and B&W, seeking to
recover restitution, disgorgement of profits and other equitable relief under California Business
and Professions Code § 17200 et seq. and § 17500 et seq. Certification was granted as to the
plaintiffs claims that the defendants violated § 17200 of the California Business and Professions
Code pertaining to unfair competition. The court, however, refused to certify the class under the
California Legal Remedies Act and on the plaintiffs common law claims. On March 7, 2005, the court
granted the defendants motion to decertify the class. On September 5, 2006, the California Court
of Appeal affirmed the judges order decertifying the class. On November 1, 2006, the plaintiffs
petition for review with the California Supreme Court was granted. Supplemental briefing is
complete. A decision is pending.
Lights Cases. As noted above, lights class-action cases are pending against RJR Tobacco
or B&W in Illinois (2), Missouri (2), Minnesota (2), Florida (1) and New York (1). The classes in
these cases generally seek to recover $50,000 to $75,000 per class member for compensatory and
punitive damages, injunctive and other forms of relief, and attorneys fees and costs from RJR
Tobacco and/or B&W. In general, the plaintiffs allege that RJR Tobacco or B&W made false and
misleading claims that lights cigarettes were lower in tar and nicotine and/or were less
hazardous or less mutagenic than other cigarettes. The cases typically are filed pursuant to state
consumer protection and related statutes.
The seminal lights class-action case involved RJR Tobaccos competitor, Philip Morris, Inc.
Trial began in Price v. Philip Morris, Inc. in January 2003. In March 2003, the trial judge entered
judgment against Philip Morris in the amount of $7.1 billion in compensatory damages and $3 billion
in punitive damages to the State of Illinois. Based on Illinois law, the bond required to stay
execution of the judgment was set initially at $12 billion. Philip Morris
28
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
pursued various avenues
of relief from the $12 billion bond requirement. In December 2005, the Illinois Supreme Court
reversed the lower courts decision and sent the case back to the trial court with instructions to
dismiss the case. In December 2006, the defendants motion to dismiss and for entry of final
judgment was granted, and the case was dismissed with prejudice the same day. The plaintiffs
motion to vacate and/or withhold judgment was dismissed by the court on August 30, 2007.
In Turner v. R. J. Reynolds Tobacco Co., a case filed in February 2000 in Circuit Court,
Madison County, Illinois, a judge certified a class on November 14, 2001. On June 6, 2003, RJR
Tobacco filed a motion to stay the case pending Philip Morriss appeal of the Price v. Philip
Morris Inc. case mentioned above, which the judge denied on July 11, 2003. On October 17, 2003, the
Illinois Fifth District Court of Appeals denied RJR Tobaccos emergency stay/supremacy order
request. On November 5, 2003, the Illinois Supreme Court granted RJR Tobaccos motion for a stay
pending the courts final appeal decision in Price. On October 11, 2007, the Illinois Fifth
District Court of Appeals dismissed RJR Tobaccos appeal and remanded the case to the circuit
court.
In Howard v. Brown & Williamson Tobacco Corp., another case filed in February 2000 in Circuit
Court, Madison County, Illinois, a judge certified a class on December 18, 2001. On June 6, 2003,
the trial judge issued an order staying all proceedings pending resolution of the Price v. Philip
Morris, Inc. case mentioned above. The plaintiffs appealed this stay order to the Illinois Fifth
District Court of Appeals, which affirmed the Circuit Courts stay order on August 19, 2005.
In the event RJR Tobacco and its affiliates or indemnitees lose the Turner or Howard cases, or
one or more of the other pending lights class-action suits, RJR Tobacco could face bonding
difficulties depending upon the amount of damages ordered, if any, which could have a material
adverse effect on RJR Tobaccos, and consequently RAIs, results of operations, cash flows or
financial position.
Schwab [McLaughlin] v. Philip Morris USA, Inc., a nation-wide lights class-action, was filed
on May 11, 2004, in the U.S. District Court for the Eastern District of New York, against RJR
Tobacco and B&W, as well as other tobacco manufacturers. The plaintiffs brought the case pursuant
to RICO, challenging the practices of the defendants in connection with the manufacturing,
marketing, advertising, promotion, distribution and sale of cigarettes that were labeled as
lights or light. On September 25, 2006, the court issued its decision, among other things,
granting class certification. On November 16, 2006, the U.S. Court of Appeals for the Second
Circuit granted the defendants motions to stay the district court proceedings and for review of
the class certification ruling. On April 3, 2008, the Second Circuit decertified the class.
A lights class-action case is pending against each of RJR Tobacco and B&W in Missouri. In
Collora v. R. J. Reynolds Tobacco Co., a case filed in May 2000 in Circuit Court, St. Louis County,
Missouri, a judge in St. Louis certified a class on December 31, 2003. On April 9, 2007, the court
granted the plaintiffs motion to reassign Collora and the following cases to a single general
division: Craft v. Philip Morris Companies, Inc. and Black v. Brown & Williamson Tobacco Corp.,
discussed below. On April 16, 2008, the court stayed the case pending U.S. Supreme Court review in
Good v. Altria Group, Inc., a lights class-action pending against Altria and PM USA.
In Black v. Brown & Williamson Tobacco Corp., a case filed in November 2000 in Circuit Court,
City of St. Louis, Missouri, B&W removed the case to the U.S. District Court for the Eastern
District of Missouri on September 23, 2005. On October 25, 2005, the plaintiffs filed a motion to
remand, which was granted on March 17, 2006. On April 16, 2008, the court stayed the case pending
U.S. Supreme Court review in Good v. Altria Group, Inc.
In Dahl v. R. J. Reynolds Tobacco Co., a case filed in April 2003, and pending in District
Court, Hennepin County, Minnesota, a judge dismissed the case on May 11, 2005, ruling the lights
claims are preempted by the Federal Cigarette Labeling and Advertising Act. On July 11, 2005, the
plaintiffs filed a notice of appeal with the Minnesota Court of Appeals for the Fourth Judicial
District. During the pendency of the appeal, RJR Tobacco removed the case to the U.S. District
Court for the District of Minnesota. On February 28, 2007, the Eighth Circuit remanded the case to
the Minnesota Court of Appeals, which on December 4, 2007, reversed the judgment in favor of the
defendants on preemption grounds and remanded the case to the District Court of Hennepin County. On
January 28, 2008, RJR Tobacco filed a motion to stay its January 3, 2008 petition for review until
the completion of the U.S. Supreme Court review in Good v. Altria Group, Inc. This motion was
granted on February 27, 2008.
In Thompson v. R. J. Reynolds Tobacco Co., a case filed in February 2005 in District Court,
Hennepin County, Minnesota, RJR Tobacco removed the case on September 23, 2005 to the U.S. District
Court for the District of Minnesota. On August 7, 2006, the parties filed a stipulation to stay the
case pending resolution of the appeal in Dahl v.
29
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
R. J. Reynolds Tobacco Co. On October 29, 2007,
the U.S. District Court remanded the case to the District Court for Hennepin County. On February 1,
2008, the court stayed the case until the completion of the appeal in Dahl v. R. J. Reynolds
Tobacco Co.
Rios v. R. J. Reynolds Tobacco Co., a case filed in February 2002 in Circuit Court, Palm Beach
County, Florida is dormant pending plaintiffs counsels attempt to appeal the Florida Fourth
District Court of Appeals decertification in Hines v. Philip Morris, Inc., a lights class-action
case filed in February 2001 in Circuit Court, Palm Beach County, Florida against Phillip Morris
only. On January 14, 2008, the Florida Supreme Court refused to hear plaintiffs appeal in Hines v.
Philip Morris, Inc. The plaintiffs in Rios brought the action against RJR Tobacco and RJR.
Finally, in Rivera v. Brown & Williamson Tobacco Corp., a case filed in October 2006 in
Circuit Court, Broward County, Florida, B&W removed the case to the U.S. District Court for the
Southern District of Florida on November 15, 2006, and answered the complaint on November 22, 2006.
On September 10, 2007, the court stayed the case until disposition of Hines v. Philip Morris, Inc.
On March 10, 2008, the court dismissed the case with prejudice.
Other Class Actions. In Cleary v. Philip Morris, Inc., a case filed in June 1998, and pending
in Circuit Court, Cook County, Illinois, the plaintiffs filed their motion for class certification
on December 21, 2001, in an action brought against the major U.S. cigarette manufacturers,
including RJR Tobacco and B&W. The case is brought on behalf of persons who have allegedly been
injured by (1) the defendants purported conspiracy pursuant to which defendants concealed material
facts regarding the addictive nature of nicotine, (2) the defendants alleged acts of targeting its
advertising and marketing to minors, and (3) the defendants claimed breach of the public right to
defendants compliance with the laws prohibiting the distribution of cigarettes to minors. The
plaintiffs request that the defendants be required to disgorge all profits unjustly received
through its sale of cigarettes to plaintiffs and the class, which in no event will be greater than
$75,000 per each class member, inclusive of punitive damages, interest and costs. On March 27,
2006, the court dismissed count V, public nuisance, and count VI, unjust enrichment. On July 11,
2006, the plaintiffs filed a motion for class certification.
Young v. American Tobacco Co., Inc., a case filed in November 1997 in Circuit Court, Orleans
Parish, Louisiana, is an ETS class action against U.S. cigarette manufacturers, including RJR
Tobacco and B&W, and parent companies of U.S. cigarette manufacturers, including RJR, on behalf of
all residents of Louisiana who, though not themselves cigarette smokers, have been exposed to
secondhand smoke from cigarettes which were manufactured by the defendants, and who allegedly
suffered injury as a result of that exposure. The plaintiffs seek to recover an unspecified amount
of compensatory and punitive damages. On October 13, 2004, the trial court stayed this case pending
the outcome of the appeal in Scott v. American Tobacco Co., Inc., discussed above under Medical
Monitoring and Smoking Cessation Cases.
In Parsons v. A C & S, Inc., a case filed in February 1998 in Circuit Court, Ohio County, West
Virginia, the plaintiff sued asbestos manufacturers, U.S. cigarette manufacturers, including RJR
Tobacco and B&W, and parent companies of U.S. cigarette manufacturers, including RJR, seeking to
recover $1,000,000 in compensatory and punitive damages individually and an unspecified amount for
the class in both compensatory and punitive damages. The class is brought on behalf of persons who
allegedly have personal injury claims arising from their exposure to respirable asbestos fibers and
cigarette smoke. The plaintiffs allege that Mrs. Parsons use of tobacco products and exposure to
asbestos products caused her to develop lung cancer and to become addicted to tobacco. The case has
been stayed pending a final resolution of the plaintiffs motion to refer tobacco litigation to the
judicial panel on multi-district litigation filed in In Re: Tobacco Litigation in the Supreme Court
of Appeals of West Virginia. On December 26, 2000, three defendants, Nitral Liquidators, Inc.,
Desseaux Corporation of North American and Armstrong World Industries, filed bankruptcy petitions
in the U.S. Bankruptcy Court for the District of Delaware, In re Armstrong World Industries, Inc.
Pursuant to section 362(a) of the Bankruptcy Code, Parsons is automatically stayed with respect to
all defendants.
Finally, in Jones v. American Tobacco Co., Inc., a case filed in December 1998 in Circuit
Court, Jackson County, Missouri, the defendants removed the case to the U.S. District Court for the
Western District of Missouri on February 16, 1999. The action was brought against the major U.S.
cigarette manufacturers, including RJR Tobacco and B&W, and parent companies of U.S. cigarette
manufacturers, including RJR, on behalf of tobacco product users and purchasers on behalf of all
similarly situated Missouri consumers. The plaintiffs allege that their use of the defendants
tobacco products has caused them to become addicted to nicotine. The plaintiffs seek to
recover an unspecified amount of compensatory and punitive damages. The case was remanded to the
Circuit Court on February 17, 1999. There has been limited activity in this case.
30
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
Broin Settlement. RJR Tobacco, B&W and other cigarette manufacturer defendants settled Broin
v. Philip Morris, Inc. in October 1997. This case had been brought in Florida state court on behalf
of flight attendants alleged to suffer from diseases or ailments caused by exposure to ETS in
airplane cabins. The settlement agreement required the participating tobacco companies to pay a
total of $300 million in three annual $100 million installments, allocated among the companies by
market share, to fund research on the early detection and cure of diseases associated with tobacco
smoke. It also required those companies to pay a total of $49 million for the plaintiffs counsels
fees and expenses. RJR Tobaccos portion of these payments was approximately $86 million; B&Ws
portion of these payments was approximately $57 million. The settlement agreement bars class
members from bringing aggregate claims or obtaining punitive damages and also bars individual
claims to the extent that they are based on fraud, misrepresentation, conspiracy to commit fraud or
misrepresentation, RICO, suppression, concealment or any other alleged intentional or willful
conduct. The defendants agreed that, in any individual case brought by a class member, the
defendant will bear the burden of proof with respect to whether ETS can cause certain specifically
enumerated diseases, referred to as general causation. With respect to all other issues relating
to liability, including whether an individual plaintiffs disease was caused by his or her exposure
to ETS in airplane cabins, referred to as specific causation, the individual plaintiff will have
the burden of proof. On September 7, 1999, the Florida Supreme Court approved the settlement. The
Broin II cases, discussed above, arose out of the settlement of this case.
Health-Care Cost Recovery Cases
Health-care cost recovery cases have been brought by a variety of plaintiffs. Other than
certain governmental actions, these cases largely have been unsuccessful on remoteness grounds,
which means that one who pays an injured persons medical expenses is legally too remote to
maintain an action against the person allegedly responsible for the injury.
As of April 11, 2008, three health-care cost recovery cases were pending in the United States
against RJR Tobacco, B&W, as its indemnitee, or both, as discussed below after the Master
Settlement Agreement discussion.
MSA. In June 1994, the Mississippi attorney general brought an action, Moore v. American
Tobacco Co., against various industry members, including RJR Tobacco and B&W. This case was brought
on behalf of the state to recover state funds paid for health care and other assistance to state
citizens suffering from diseases and conditions allegedly related to tobacco use. Most other
states, through their attorneys general or other state agencies, sued RJR Tobacco, B&W and other
U.S. cigarette manufacturers based on similar theories. The cigarette manufacturer defendants,
including RJR Tobacco and B&W, settled the first four of these cases scheduled for trial
Mississippi, Florida, Texas and Minnesota by separate agreements with each such state.
On November 23, 1998, the major U.S. cigarette manufacturers, including RJR Tobacco and B&W,
entered into the Master Settlement Agreement with attorneys general representing the remaining 46
states, the District of Columbia, Puerto Rico, Guam, the Virgin Islands, American Samoa and the
Northern Marianas. Effective on November 12, 1999, the Master Settlement Agreement settled all the
health-care cost recovery actions brought by, or on behalf of, the settling jurisdictions and
released various additional present and future claims.
In the settling jurisdictions, the MSA released RJR Tobacco, B&W, and their affiliates and
indemnitees, including RAI, from:
all claims of the settling states and their respective political subdivisions and other
recipients of state health-care funds, relating to past conduct arising out of the use, sale,
distribution, manufacture, development, advertising, marketing or health effects of, the
exposure to, or research, statements or warnings about, tobacco products; and
all monetary claims of the settling states and their respective political subdivisions
and other recipients of state health-care funds, relating to future conduct arising out of the
use of or exposure to, tobacco products that have been manufactured in the ordinary course of
business.
Set forth below are tables depicting the unadjusted tobacco industry settlement payment
schedule and the settlement payment schedule for RAIs operating subsidiaries under the MSA,
including the settlement agreements with the states of Mississippi, Florida, Texas and Minnesota,
and related information for 2006 and beyond:
31
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
Unadjusted Original Participating Manufacturers Settlement Payment Schedule
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 and |
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
thereafter |
|
First Four States
Settlements: (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mississippi Annual
Payment |
|
$ |
136 |
|
|
$ |
136 |
|
|
$ |
136 |
|
|
$ |
136 |
|
|
$ |
136 |
|
|
$ |
136 |
|
|
$ |
136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Florida Annual Payment |
|
|
440 |
|
|
|
440 |
|
|
|
440 |
|
|
|
440 |
|
|
|
440 |
|
|
|
440 |
|
|
|
440 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Texas Annual Payment |
|
|
580 |
|
|
|
580 |
|
|
|
580 |
|
|
|
580 |
|
|
|
580 |
|
|
|
580 |
|
|
|
580 |
|
Minnesota Annual
Payment |
|
|
204 |
|
|
|
204 |
|
|
|
204 |
|
|
|
204 |
|
|
|
204 |
|
|
|
204 |
|
|
|
204 |
|
Remaining States
Settlement: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Payments (1) |
|
|
7,004 |
|
|
|
7,004 |
|
|
|
8,004 |
|
|
|
8,004 |
|
|
|
8,004 |
|
|
|
8,004 |
|
|
|
8,004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Foundation Funding |
|
|
25 |
|
|
|
25 |
|
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Growers Trust (2) |
|
|
500 |
|
|
|
500 |
|
|
|
500 |
|
|
|
295 |
|
|
|
295 |
|
|
|
|
|
|
|
|
|
Offset by federal
tobacco buyout (2) |
|
|
(500 |
) |
|
|
(500 |
) |
|
|
(500 |
) |
|
|
(295 |
) |
|
|
(295 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
8,389 |
|
|
$ |
8,389 |
|
|
$ |
9,389 |
|
|
$ |
9,364 |
|
|
$ |
9,364 |
|
|
$ |
9,364 |
|
|
$ |
9,364 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RAIs Operating Subsidiaries Settlement Expenses and Payment Schedule
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlement expenses |
|
$ |
2,611 |
|
|
$ |
2,821 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlement cash payments |
|
$ |
2,631 |
|
|
$ |
2,616 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected settlement
expenses |
|
|
|
|
|
|
|
|
|
$ |
>2,700 |
|
|
$ |
>2,650 |
|
|
$ |
>2,650 |
|
|
$ |
>2,650 |
|
|
$ |
>2,650 |
|
Projected settlement
cash payments |
|
|
|
|
|
|
|
|
|
$ |
>2,800 |
|
|
$ |
>2,650 |
|
|
$ |
>2,650 |
|
|
$ |
>2,650 |
|
|
$ |
>2,650 |
|
|
|
|
(1) |
|
Subject to adjustments for changes in sales volume,
inflation and other factors. All payments are to be
allocated among the companies on the basis of relative
market share. |
|
(2) |
|
The Growers Trust payments scheduled to expire in 2010
will be offset by obligations resulting from the federal
tobacco buyout legislation, not included in this table,
signed in October 2004. See Tobacco Buyout Legislation
and Related Litigation. |
The MSA also contains provisions restricting the marketing of cigarettes. Among these
provisions are restrictions or prohibitions on the use of cartoon characters, brand-name
sponsorships, apparel and other merchandise, outdoor and transit advertising, payments for product
placement, free sampling and lobbying. Furthermore, the MSA required the dissolution of three
industry-sponsored research and trade organizations.
The MSA has materially adversely affected RJR Tobaccos shipment volumes. RAI believes that
these settlement obligations may materially adversely affect the results of operations, cash flows
or financial position of RAI and RJR Tobacco in future periods. The degree of the adverse impact
will depend, among other things, on the rate of decline in U.S. cigarette sales in the premium and
value categories, RJR Tobaccos share of the domestic premium and value cigarette categories, and
the effect of any resulting cost advantage of manufacturers not subject to the MSA.
Department of Justice Case. On September 22, 1999, the U.S. Department of Justice brought an
action against RJR Tobacco, B&W and other tobacco companies in the U.S. District Court for the
District of Columbia. The government initially sought to recover federal funds expended by the
federal government in providing health care to
32
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
smokers who developed diseases and injuries alleged to be smoking-related. In addition, the
government sought, pursuant to the civil provisions of RICO, disgorgement of profits the government
contends were earned as a consequence of a RICO racketeering enterprise. In September 2000, the
court dismissed the governments claims asserted under the Medical Care Recovery Act as well as
those under the Medicare Secondary Payer provisions of the Social Security Act, but did not dismiss
the RICO claims. In February 2005, the U.S. Court of Appeals for the District of Columbia ruled
that disgorgement is not an available remedy in this case. The governments petition for writ of
certiorari with the U.S. Supreme Court was denied in October 2005. The non-jury, bench trial began
in September 2004, and closing arguments concluded on June 10, 2005.
On August 17, 2006, the court found certain defendants, including RJR Tobacco and B&W, liable
for the RICO claims, but did not impose any direct financial penalties. The court instead enjoined
the defendants from committing future racketeering acts, participating in certain trade
organizations, making misrepresentations concerning smoking and health and youth marketing, and
using certain brand descriptors such as low tar, light, ultra light, mild and natural.
The court also ordered defendants to issue corrective communications on five subjects, including
smoking and health and addiction, and to comply with further undertakings, including maintaining
web sites of historical corporate documents and disseminating certain marketing information on a
confidential basis to the government. In addition, the court placed restrictions on the ability of
the defendants to dispose of certain assets for use in the United States, unless the transferee
agrees to abide by the terms of the courts order, and ordered the defendants to reimburse the U.S.
Department of Justice its taxable costs incurred in connection with the case.
Certain defendants, including RJR Tobacco, filed notices of appeal to the U.S. Court of
Appeals for the District of Columbia on September 11, 2006. The government filed its notice of
appeal on October 16, 2006. In addition, the defendants, including RJR Tobacco, filed joint motions
asking the district court to clarify and to stay its order pending the defendants appeal. On
September 28, 2006, the district court denied the defendants motion to stay. On September 29,
2006, the defendants, including RJR Tobacco, filed a motion asking the court of appeals to stay the
district courts order pending the defendants appeal. The court granted the motion on October 31,
2006.
On November 28, 2006, the court of appeals stayed the appeals pending the trial courts ruling
on the defendants motion for clarification. The defendants motion for clarification was granted
in part and denied in part on March 16, 2007. The defendants motion as to the meaning and
applicability of the general injunctive relief of the August 17, 2006 order was denied. The request
for clarification as to the scope of the provisions in the order prohibiting the use of descriptors
and requiring corrective statements at retail point of sale was granted. The court also ruled that
the provisions prohibiting the use of express or implied health messages or descriptors do apply to
the actions of the defendants taken outside of the United States. The defendants filed amended
notices of appeal in March 2007. In May 2007, the court of appeals issued a briefing schedule that
extends through May 19, 2008.
The stay of the district courts order suspends the enforcement of the order pending the
outcome of the defendants appeal. RJR Tobacco does not know the timing of an appellate decision
or, if the order is affirmed, the compliance deadlines that will be imposed. If the order is
affirmed without modification, then RJR Tobacco believes that certain provisions of the order, such
as the ban on certain brand style descriptors and the corrective advertising requirements, would
have adverse business effects on the marketing of RJR Tobaccos current product portfolio and that
such effects could be material. Also, if the order is affirmed, then RJR Tobacco would incur costs
in connection with complying with the order, such as the costs of changing its current packaging to
conform to the ban on certain brand descriptors and the costs of corrective communications. Given
the uncertainty over the timing and substance of an appellate decision, RJR Tobacco currently is
not able to estimate reasonably the costs of such compliance. Moreover, if the order were
ultimately affirmed and RJR Tobacco were to fail to comply with the order on a timely basis, then
RJR Tobacco could be subject to substantial monetary fines or penalties.
International Cases. A number of foreign countries have filed suit against RJR Tobacco, B&W
and other tobacco industry defendants to recover funds for health-care, medical and other
assistance paid by those foreign governments to their citizens. No such cases currently are pending
against RJR Tobacco and its affiliates or indemnitees in the United States.
Two health-care reimbursement cases are pending against RJR Tobacco or B&W outside the United
States, one in each of Canada and Israel. Pursuant to the terms of the 1999 sale of RJR Tobaccos
international tobacco business, JTI assumed RJR Tobaccos liability, if any, in the health-care
cost recovery cases brought by foreign countries.
33
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
On November 12, 1998, the government of British Columbia enacted legislation creating a civil
cause of action permitting the government to recover the costs of health-care benefits incurred for
B.C. residents arising from tobacco-related disease. The governments subsequent suit against
Canadian defendants and foreign defendants, including RJR Tobacco was dismissed in February 2000,
when the B.C. Supreme Court ruled that the legislation was unconstitutional and set aside service
ex juris against the foreign defendants for that reason. The government then enacted a revised
statute and brought a new action, filed in January 2001, and pending in Supreme Court, British
Columbia. The plaintiff seeks to recover the present value of the total expenditure by the
government for health-care benefits provided for insured persons resulting from tobacco-related
disease or the risk of tobacco-related disease, the present value of the estimated total
expenditure by the government for health-care benefits that reasonably could be expected to be
provided for those insured persons resulting from tobacco-related disease or the risk of
tobacco-related disease, court ordered interest, and costs, or in the alternative, special or
increased costs. The plaintiff alleges that the defendants are liable under the following theories:
defective product, failure to warn, sale of cigarettes to children and adolescents, strict
liability, deceit and misrepresentation, and violation of trade practice and competition acts.
Trial is scheduled for September 6, 2010.
On September 1, 1998, the General Health Services filed a statement of claim against certain
cigarette manufacturers, including RJR Tobacco and B&W, in the District Court of Jerusalem, Israel.
The plaintiff seeks to recover the past and future value of the total expenditures for health-care
services provided to residents of Israel resulting from tobacco-related disease, court ordered
interest for past expenditures from date of filing the statement of claim, increased and/or
punitive and/or exemplary damages and costs. The plaintiff alleges that the defendants are liable
under the following theories: negligence, public nuisance, fraud, misleading advertisement,
defective product, failure to warn, sale of cigarettes to children and adolescents, strict
liability, deceit, concealment, misrepresentation and conspiracy. In 2002, the plaintiff obtained
leave to serve RJR Tobacco and B&W outside the jurisdiction. On behalf of RJR Tobacco, JTI filed a
motion challenging the grant of leave, which was denied. JTI appealed the decision to the Supreme
Court of Israel. A hearing occurred on March 28, 2005. A decision is pending.
Native American Tribe Cases. As of April 11, 2008, one Native American tribe case was pending
before a tribal court in South Dakota against RJR Tobacco and B&W, Crow Creek Sioux Tribe v.
American Tobacco Co., a case filed in September 1997 in Tribal Court, Crow Creek Sioux, South
Dakota. The plaintiffs seek to recover actual and punitive damages, restitution, funding of a
clinical cessation program, funding of a corrective public education program, and disgorgement of
unjust profits from sales to minors. The plaintiffs claim that the defendants are liable under the
following theories: unlawful marketing and targeting of minors, contributing to the delinquency of
minors, unfair and deceptive acts or practices, unreasonable restraint of trade and unfair method
of competition, negligence, negligence per se, conspiracy and restitution of unjust enrichment. The
case is dormant.
Hospital Cases. As of April 11, 2008, one case brought by hospitals was pending against
cigarette manufacturers, including RJR Tobacco and B&W: City of St. Louis v. American Tobacco Co.,
Inc., filed in November 1998, and pending in the Circuit Court of the City of St. Louis, Missouri.
This case seeks recovery of uncompensated, unreimbursed health-care costs expended or to be
expended by hospitals on behalf of patients who suffer, or have suffered, from illnesses allegedly
resulting from the use of cigarettes. On June 28, 2005, the court granted the defendants motion
for summary judgment as to claims for damages which accrued prior to November 16, 1993. The claims
for damages which accrued after November 16, 1993, are still pending. The case is in discovery.
Trial is scheduled for January 11, 2010.
Other Cases. On August 4, 2005, the United Seniors Association filed a case against the major
U.S. cigarette manufacturers, including RJR Tobacco and B&W, in the U.S. District Court for the
District of Massachusetts. The case sought to recover for the Medicare program all of the
expenditures that the Medicare program made from August 4, 1999, to present for the health-care
services rendered to Medicares beneficiaries for the treatment of diseases attributable to
smoking. The plaintiff alleged that the defendants concealed, denied and manipulated the addictive
properties of their cigarettes; and engaged in tortious and other wrongful conduct. On October 24,
2005, the defendants filed a motion to dismiss or, in the alternative, transfer the case to the
U.S. District Court for the Middle District of Florida, where a virtually identical case against
Philip Morris and Liggett was dismissed. On August 28, 2006, the defendants motion to dismiss was
granted. The plaintiffs appeal to the U.S. Court of Appeals for the First Circuit was denied on
August 20, 2007. On November 14, 2007, the plaintiff filed a writ of certiorari with the U.S.
Supreme Court, which was denied on January 22, 2008.
34
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
MSA-Enforcement and Validity
As of April 11, 2008, there were 62 cases concerning the enforcement, validity or
interpretation of the MSA in which RJR Tobacco or B&W is a party. This number includes those cases,
discussed below, relating to disputed payments under the MSA.
On April 7, 2004, a class-action lawsuit, Sanders v. Philip Morris USA, Inc., was filed in the
Superior Court of Los Angeles County against RJR, RJR Tobacco, Philip Morris, Altria and B&W. The
case was brought on behalf of California residents who purchased cigarettes in California from
April 2, 2000 to the present. The plaintiff generally alleged that the MSA was anticompetitive in
that the defendants used the terms of the MSA to reduce competition and to raise the price of
cigarettes. The plaintiff voluntarily dismissed this case and, on June 9, 2004, filed a new action
in the U.S. District Court for the Northern District of California. The defendants are RJR Tobacco,
B&W, Philip Morris, Lorillard and Bill Lockyer, in his capacity as Attorney General for the State
of California. The plaintiff asserts claims for declaratory and injunctive relief based on
preemption and Supremacy Clause grounds, alleging that the MSA supposedly is inconsistent with the
federal antitrust laws, for injunctive relief based on claimed violations of the Sherman Act, for
damages and injunctive relief based on claimed violations of Californias state antitrust law, the
Cartwright Act, for an accounting of profits based on claimed statutory and common law theories of
unfair competition, and for restitution based on claimed unjust enrichment. On March 29, 2005, the
U.S. District Court for the Northern District of California granted the defendants motion to
dismiss with prejudice. The plaintiff appealed, and on September 26, 2007, the U.S. Court of
Appeals for the Ninth Circuit affirmed the dismissal of the lawsuit. On January 25, 2008, the
plaintiffs filed a petition for a writ of certiorari with the U.S. Supreme Court. Briefing is
underway.
On March 28, 2005, the National Association of Attorneys General, referred to as NAAG, sent a
notice, signed by 40 Attorneys General that one or more of the states intended to initiate
proceedings against RJR Tobacco for violating Section III (r) of the MSA, the various Consent
Decrees implementing the MSA and/or consumer fraud statutes in various states, all in connection
with RJR Tobaccos advertisements for Eclipse cigarettes. After a June 2005 meeting between
representatives of RJR Tobacco and NAAG, the Vermont Attorney General filed suit in July 2005, in
the Vermont Superior Court, Chittenden County, alleging that certain advertising for the Eclipse
cigarette brand violated both the MSA and the Vermont Consumer Fraud Statute. The State of Vermont
is seeking declaratory, injunctive, and monetary relief. On April 25, 2007, the court denied the
State of Vermonts motion to strike defendants demand for trial by jury. Trial is not expected to
begin earlier than the fourth quarter of 2008.
On April 13, 2005, the Mississippi Attorney General notified B&W of its intent to seek
approximately $3.9 million in additional payments under the Mississippi Settlement Agreement. The
Mississippi Attorney General asserts that B&W failed to report in its net operating profit or its
shipments cigarettes manufactured by B&W under contract for Star Tobacco or its parent, Star
Scientific, Inc. On April 28, 2005, B&W advised the state that it did not owe the state any money.
On August 11, 2005, the Mississippi Attorney General filed in the Chancery Court of Jackson County,
Mississippi, a Notice of Violation, Motion to Enforce Settlement Agreement, and Request for an
Accounting by Defendant Brown & Williamson Holdings, Inc., formerly known as Brown & Williamson
Tobacco Corporation. In this filing, Mississippi estimated that its damages now exceed $5.0
million. This matter is currently in the discovery phase.
On May 17, 2006, the State of Florida filed a motion, in the Circuit Court of the Fifteenth
Judicial Circuit, in and for Palm Beach County, Florida, to enforce the Settlement Agreement, for
an Accounting by Brown & Williamson Holdings, Inc., and for an Order of Contempt, raising
substantially the same issues as raised by the Mississippi Attorney General and seeking
approximately $12.4 million in additional payments under the Florida Settlement Agreement, as well
as $17.0 million in interest payments. Discovery in this matter is underway.
On October 18, 2006, RJR Tobacco filed a suit in federal district court in the Western
District of Washington, R.J. Reynolds Tobacco Company v. Seattle-King Co. Dept. of Public Health.
In that litigation, RJR Tobacco sued the Department of Public Health of King County, Washington and
the City of Seattle, Washington, seeking to invalidate, as a violation of the First Amendment and
the Federal Cigarette Labeling and Advertising Act, ordinances banning the sampling of cigarettes.
On December 21, 2006, the State of Washington moved to intervene, seeking to assert a claim against
RJR Tobacco under the MSA. On February 6, 2007, the Court denied the States motion to intervene,
and it granted RJR Tobaccos motion for summary judgment against the original defendants. On March
6, 2007, the State appealed that decision to the U.S. Court of Appeals for the Ninth Circuit. That
appeal is pending. On a parallel track with this federal litigation, on January 18, 2007, the State
of Washington filed suit against RJR Tobacco in State Superior Court in King County, Washington,
alleging that RJR Tobaccos federal litigation against King County and Seattle violated Section V
of the MSA, which prohibits participating manufacturers from bringing facial challenges to
35
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
the constitutionality or enforceability of certain tobacco control laws and regulations that
predate the MSA. In this state litigation, State of Washington v. R.J. Reynolds Tobacco Company,
RJR Tobaccos motion to dismiss the complaint was denied on August 3, 2007. This state litigation
otherwise is in its initial stages, and the parties have yet to conduct discovery. Trial is
scheduled to begin on July 7, 2008.
In December, 2007, the states of California, Connecticut, Illinois, Maine, Maryland, New York,
Ohio, Pennsylvania and Washington sued RJR Tobacco in their respective state courts under the MSA
consent decree claiming, among other things, that a Rolling Stone magazine editorial section and an
adjacent Camel Farm advertisement included cartoon images prohibited under the MSA. The states are
seeking monetary sanctions resulting from RJR Tobaccos alleged violation of the MSA and the
related Consent Decree, injunctive relief and attorneys fees and costs. A hearing on the State of
Ohios claims occurred on January 17, 2008 and February 8, 2008. The judge has taken the issue
under advisement. Activity continues in each state. In Stewart v. RJR Tobacco, two artists groups
filed a class-action lawsuit on December 17, 2007, in California state court against RJR Tobacco
and Rolling Stones publisher, Wenner Media, claiming their mention in the editorial section
violated their right of publicity. The plaintiffs seek to recover actual damages in the amount of
$750.00 per violation, per plaintiff and per each class member and punitive damages in an
unspecified amount.
NPM Adjustment. The MSA includes an adjustment, referred to as an NPM Adjustment, that
potentially reduces the annual payment obligations of RJR Tobacco and the other participating
manufacturers, with all participating manufacturers referred to as PMs. Certain requirements must
be satisfied before the NPM Adjustment for a given year is available: (1) an independent auditor
designated under the MSA must determine that the PMs have experienced a market share loss beyond a
triggering threshold to those manufacturers that do not participate in the MSA, such
non-participating manufacturers referred to as NPMs, and (2) in a binding arbitration proceeding, a
firm of independent economic consultants must find that the disadvantages of the MSA were a
significant factor contributing to the loss. When these two requirements are satisfied, the MSA
provides that the NPM Adjustment applies to reduce the annual payment obligation of the PMs.
However, an individual settling state may avoid its share of the NPM Adjustment if it had in place
and diligently enforced during the entirety of the relevant year a Qualifying Statute that
imposes escrow obligations on NPMs that are comparable to what the NPMs would have owed if they had
joined the MSA. In such event, the states share of the NPM Adjustment is reallocated to other
settling states, if any, that did not have in place and diligently enforce a Qualifying Statute.
NPM Adjustment Claim for 2003. For 2003, the MSA independent auditor determined that the PMs
suffered a market share loss sufficient to trigger an NPM Adjustment. In March 2006, the
independent economic consulting firm issued a final, non-appealable determination that the
disadvantages of the MSA were a significant factor contributing to the 2003 market share loss.
Based on these determinations, on April 17, 2006, RJR Tobacco placed approximately $647 million of
its MSA payment into a disputed payments account, in accordance with a procedure established by the
MSA. That amount represented RJR Tobaccos share of the 2003 NPM Adjustment as calculated by the
MSA independent auditor. On March 28, 2007, the independent auditor issued revised calculations
that reduced RJR Tobaccos share of the NPM Adjustment for 2003 to approximately $615 million. As a
result, on April 19, 2007, RJR Tobacco instructed the independent auditor to release to the
settling states approximately $32 million from the disputed payments account.
Following RJR Tobaccos payment of a portion of its 2006 MSA payment into the disputed
payments account, 37 of the settling states filed legal proceedings in their respective MSA courts
seeking declaratory orders that they diligently enforced their Qualifying Statutes during 2003
and/or orders compelling RJR Tobacco and the other PMs that placed money in the disputed payments
account to pay the disputed amounts to the settling states. In response, RJR Tobacco and other PMs,
pursuant to the MSAs arbitration provisions, moved to compel arbitration of the parties dispute
concerning the 2003 NPM Adjustment, including the states diligent enforcement claims, before a
single, nationwide arbitration panel of three former federal judges. The settling states opposed
these motions, arguing, among other things, that the issue of diligent enforcement must be resolved
by MSA courts in each of the 52 settling states and territories.
As of April 16, 2008, 47 out of 48 courts that had addressed the question whether the dispute
concerning the 2003 NPM Adjustment is arbitrable had ruled that arbitration is required under the
MSA. In 35 states, the orders compelling arbitration are final and/or non-appealable.
At this time, it is not possible to estimate a date by which arbitration of the dispute
concerning the 2003 NPM Adjustment will commence or how many states will ultimately participate.
36
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
NPM Adjustment Claim for 2004. During 2006, proceedings were initiated with respect to an NPM
Adjustment for 2004. The MSA independent auditor again determined that the PMs had suffered a
market share loss sufficient to trigger an NPM Adjustment for 2004. On April 17, 2006, RJR Tobacco
and other PMs initiated the significant factor proceeding before the independent economic
consultant called for under the MSA with respect to the 2004 NPM Adjustment. On February 12, 2007,
the independent economic consulting firm issued a final, non-appealable determination that the
disadvantages of the MSA were a significant factor contributing to the 2004 market share loss. On
April 16, 2007, RJR Tobacco placed approximately $561 million of its 2007 MSA payment into the
disputed payments account. That amount represented RJR Tobaccos share of the 2004 NPM Adjustment
as calculated by the MSA independent auditor.
NPM Adjustment Claim for 2005. During 2007, proceedings were initiated with respect to an NPM
Adjustment for 2005. The MSA independent auditor again determined that the PMs had suffered a
market share loss sufficient to trigger an NPM Adjustment for 2005. On April 18, 2007, RJR Tobacco
and other PMs initiated the significant factor proceeding called for under the MSA with respect
to the 2005 NPM Adjustment. On February 7, 2008, the independent economic consulting firm issued a
final, non-appealable determination that the disadvantages of the MSA were a significant factor
contributing to the 2005 market share loss. On April 15, 2008, RJR Tobacco placed approximately
$431 million of its 2008 MSA payment into the disputed payments account. That amount represented
RJR Tobaccos share of the 2005 NPM Adjustment as calculated by the MSA independent auditor, net of
certain slight adjustments to reflect revised independent auditor calculations of RJR Tobaccos
share of the 2003 and 2004 NPM Adjustments.
Due to the uncertainty over the final resolution of the NPM Adjustment claims asserted by RJR
Tobacco, no assurances can be made related to the amounts, if any, that will be realized.
Antitrust Cases
A number of tobacco wholesalers and consumers have sued U.S. cigarette manufacturers,
including RJR Tobacco and B&W, in federal and state courts, alleging that cigarette manufacturers
combined and conspired to set the price of cigarettes in violation of antitrust statutes and
various state unfair business practices statutes. In these cases, the plaintiffs asked the court to
certify the lawsuits as class-actions on behalf of other persons who purchased cigarettes directly
or indirectly from one or more of the defendants. As of April 11, 2008, all of the federal and
state court cases on behalf of indirect purchasers have been dismissed, except for one state court
case pending in each of Kansas and in New Mexico.
In Smith v. Philip Morris Cos., Inc., a case filed in February 2000, and pending in District
Court, Seward County, Kansas, the court granted class certification on November 15, 2001, in an
action brought against the major U.S. cigarette manufacturers, including RJR Tobacco and B&W, and
the parent companies of the major U.S. cigarette manufacturers, including RJR, seeking to recover
an unspecified amount in actual and punitive damages. The plaintiffs allege that the defendants
participated in a conspiracy to fix or maintain the price of cigarettes sold in the United States.
On December 17, 2007, the Seward County District Court stayed the matter.
In Romero v. Philip Morris Cos., Inc., a case filed in April 2000 in District Court, Rio
Arriba County, New Mexico, the court granted class certification on May 14, 2003, in an action
brought against the major U.S. cigarette manufacturers, including RJR Tobacco and B&W, and the
parent companies of the major U.S. cigarette manufacturers, including RJR, seeking to recover an
amount not to exceed $74,000 per class member in actual and punitive damages, exclusive of interest
and costs. The plaintiffs allege that the defendants conspired to fix, raise, advance and/or
stabilize prices for cigarettes in the State of New Mexico from at least as early as January 1,
1998, through the present. On June 30, 2006, the court granted the defendants motion for summary
judgment. On August 14, 2006, the plaintiff appealed to the New Mexico Court of Appeals. The
parties completed briefing of the issues on appeal on August 27, 2007, and await a decision.
Other Litigation and Developments
By purchase agreement dated May 12, 1999, referred to as the 1999 Purchase Agreement, RJR and
RJR Tobacco sold the international tobacco business to JTI. RJR and RJR Tobacco retained certain
liabilities relating to the activities of Northern Brands, including those relating to a 1998
guilty plea entered in the U.S. District Court for the Northern District of New York, as well as an
investigation conducted by the Royal Canadian Mounted Police, referred
37
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
to as RCMP, for possible violations of Canadian law related to the activities that led to the
Northern Brands guilty plea and certain conduct by Stanley Smith, a former executive of
RJR-Macdonald, Inc., referred to as RJR-MI, which led to the termination of his severance
agreement. Under its reading of the indemnification provisions of the 1999 Purchase Agreement, JTI
has requested indemnification for any damages arising out of the matters described below.
|
|
|
In February 2003, the RCMP filed criminal charges in the Province of Ontario
against, and purported to serve summonses on, JTI-Macdonald Corp., referred to as
JTI-MC, Northern Brands, R. J. Reynolds Tobacco International, Inc., referred to as
RJR-TI, R. J. Reynolds Tobacco Co., Puerto Rico, referred to as RJR-PR, and eight
individuals associated with RJR-MI and/or RJR-TI during the period January 1, 1991,
through December 31, 1996. The charges allege fraud and conspiracy to defraud Canada
and the Provinces of Ontario and Quebec in connection with the purchase, sale, export,
import and/or re-export of cigarettes and/or fine cut tobacco. In October 2003,
Northern Brands, RJR-TI and RJR-PR each challenged both the propriety of the service of
the summonses and the jurisdiction of the court. On February 9, 2004, the Superior
Court of Justice ruled in favor of these companies. The government filed a notice of
appeal from that ruling on February 18, 2004, but did not perfect its appeal until
May 8, 2007. At the oral argument on October 29, 2007, the Court of Appeal announced a
unanimous decision in favor of the companies position and dismissed the governments
appeal. A final written order dismissing the appeal was entered by the Court of Appeal
on December 3, 2007. |
|
|
|
|
A preliminary hearing was commenced on April 11, 2005, for the purpose of
determining whether the Canadian prosecutor had sufficient evidence supporting the
criminal charges to justify a trial of the defendants that had been properly served to
date. On May 30, 2007, the court announced its decision to issue an order committing two
of the accused, JTI-MC and Edward Lang, to stand trial on the charges filed in February
2003 and discharging the other six accused. JTI-MC and Mr. Lang have separately filed
papers seeking an order quashing the order committing them to stand trial, and the
government has filed papers seeking an order quashing the order discharging six of the
accused. On December 19, 2007, JTI-MC abandoned its effort to have the order committing
it to trial quashed. On February 19, 2008, the Superior Court of Justice in Ontario
denied Mr. Langs request to quash the order committing him to trial. The court granted
the governments request to quash the order discharging six individuals and remanded the
matter to the preliminary hearing judge for reconsideration. No appeals were taken from
that decision. |
|
|
|
|
On July 31, 2007, each of the accused companies, including RJR-TI, RJR-PR and
Northern Brands, and each of the seven accused individuals were given notice that the
Canadian prosecutor had requested the Attorney General of Ontario to consent to the
issuance of preferred indictments against each of them. RJR-TI, RJR-PR and Northern
Brands as well as the other accused filed written submissions with the Attorney General
opposing the issuance of the indictments against them. That decision has been deferred
until any appeals from the courts May 30, 2007, ruling have been concluded. |
|
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|
In July 2003, a Statement of Claim was filed against JTI-MC and others in the
Superior Court of Justice, Ontario, Canada by Leslie and Kathleen Thompson.
Mr. Thompson is a former employee of Northern Brands and JTI-MCs predecessor, RJR-MI.
Mr. and Mrs. Thompson have alleged breach of contract, breach of fiduciary duty and
negligent misrepresentation, among other claims. They are seeking lost wages and other
damages, including punitive damages, in an aggregate amount exceeding $12 million. |
|
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|
|
On September 18, 2003, RJR, RJR Tobacco, RJR-TI, RJR-PR, and Northern Brands
were served with a Statement of Claim filed in August 2003 by the Attorney General of
Canada in the Superior Court of Justice, Ontario, Canada. Also named as defendants are
JTI and a number of its affiliates. The Statement of Claim seeks to recover taxes and
duties allegedly not paid as a result of cigarette smuggling and related activities. As
filed, the Attorney Generals Statement of Claim seeks to recover $1.5 billion Canadian
in compensatory damages and $50 million Canadian in punitive damages, as well as
equitable and other forms of relief. However, in the Companies Creditor Arrangement
Act proceeding described below, the Attorney General amended and increased Canadas
claim to $4.3 billion Canadian. The parties have agreed to a stay of all proceedings
pending in the Superior Court of Justice, subject to notice by one of the parties that
it wishes to terminate the stay. On January 19, 2007, the court ordered that the case
be scheduled for trial no later than December 31, 2008, subject to further order of the
court. |
38
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
|
|
|
In August 2004, the Quebec Ministry of Revenue (1) issued a tax assessment,
covering the period January 1, 1990, through December 31, 1998, against JTI-MC for
alleged unpaid duties, penalties and interest in an amount of about $1.36 billion
Canadian; (2) issued an order for the immediate payment of that amount; and
(3) obtained an ex parte judgment to enforce the payment of that amount. On August 24,
2004, JTI-MC applied for protection under the Companies Creditor Arrangement Act in
the Ontario Superior Court of Justice, Toronto, Canada, referred to as CCAA
Proceedings, and the court entered an order staying the Quebec Ministry of Revenues
proceedings as well as other claims and proceedings against JTI-MC. The stay has been
extended to May 30, 2008. In November 2004, JTI-MC filed a motion in the Superior
Court, Province of Quebec, District of Montreal, seeking a declaratory judgment to set
aside, annul and declare inoperative the tax assessment and all ancillary enforcement
measures and to require the Quebec Minister of Revenue to reimburse JTI-MC for funds
unduly appropriated, along with interest and other relief. Pursuant to a court-imposed
deadline, Canada and several Provinces filed Crown claims against JTI-MC in the CCAA
Proceedings in the following amounts: Canada, $4.3 billion Canadian; Ontario,
$1.5 billion Canadian; New Brunswick, $1.5 billion Canadian; Quebec, $1.4 billion
Canadian; British Columbia, $450 million Canadian; Nova Scotia, $326 million Canadian;
Prince Edward Island, $75 million Canadian and Manitoba, $23 million Canadian. In the
CCAA Proceedings, the Canadian federal government and some of the provincial
governments have asserted that they can make the same tax and related claims against
RJR and certain of its subsidiaries, including RJR Tobacco. To date, none of those
provincial governments have filed and served RJR or any of its affiliates with a formal
Statement of Claim like the Canadian federal government did in August and September
2003. |
|
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|
On November 17, 2004, a Statement of Claim was filed against JTI-MC in the
Supreme Court of British Columbia by Stanley Smith, a former executive of RJR-MI, for
alleged breach of contract and other legal theories. Mr. Smith is claiming $840,000
Canadian for salary allegedly owed under his severance agreement with RJR-MI, as well
as other unspecified compensatory and punitive damages. |
|
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|
In a letter dated March 31, 2006, counsel for JTI stated that JTI would be
seeking indemnification under the 1999 Purchase Agreement for any damages it may incur
or may have incurred arising out of a Southern District of New York grand jury
investigation, a now-terminated Eastern District of North Carolina grand jury
investigation, and various actions filed by the European Community and others in the
U.S. District Court for the Eastern District of New York, referred to as the EDNY,
against RJR Tobacco and certain of its affiliates on November 3, 2000, August 6, 2001,
and (as discussed in greater detail below) October 30, 2002, and against JTI on
January 11, 2002. |
|
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|
On December 14, 2007, the European Community and 26 of its member states
entered into a series of agreements with JTI and/or its subsidiaries regarding,
principally, contraband and counterfeit cigarettes bearing JTI trademarks in the
European Community. Collectively, those agreements resolved, in pertinent part, all
claims that the European Community and the member states either had or might have had
prior to December 14, 2007 against JTI and/or its subsidiaries with respect to any such
contraband and counterfeit cigarettes and claims for which JTI could become the subject
of a claim for indemnity by RJR under the terms of the 1999 Purchase Agreement. In
addition, the European Community and signatory member states agreed to release RJR and
its affiliates from those same claims. |
Although RJR and RJR Tobacco recognize that, under certain circumstances, they may have
indemnification obligations to JTI under the 1999 Purchase Agreement, RJR and RJR Tobacco disagree
with JTI as to whether the circumstances relating to any of these matters give rise to any
indemnification obligation by RJR and RJR Tobacco. RJR and RJR Tobacco conveyed their position to
JTI, and the parties have agreed to resolve their differences at a later time. In the interim, RJR
and RJR Tobacco are paying defense costs and expenses in connection with certain of the Canadian
litigation described above. In addition, RJR has liabilities of $94 million that were recorded in
1999 in connection with certain of the indemnification claims asserted by JTI. For further
information on the JTI indemnification claims, see Other Contingencies and Guarantees below.
On May 15, 2007, RAI was served with a subpoena issued by the U.S. District Court for the
Middle District of North Carolina. The subpoena seeks documents relating primarily to the business
of RJR-TI regarding the manufacture and sale of Canadian brand cigarettes during the period 1990
through 1996. The subpoena was issued at the request of Canada pursuant to a Mutual Legal
Assistance Treaty between the United States and Canada.
39
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
On October 30, 2002, the European Community and ten of its member states filed a complaint in
the EDNY against RJR, RJR Tobacco and several currently and formerly related companies. The
complaint contains many of the same or similar allegations found in an earlier complaint, now
dismissed, filed in August 2001 and also alleges that the defendants, together with certain
identified and unidentified persons, engaged in money laundering and other conduct violating civil
RICO and a variety of common laws. The complaint also alleges that the defendants manufactured
cigarettes that were eventually sold in Iraq in violation of U.S. sanctions. The plaintiffs seek
compensatory, punitive and treble damages among other types of relief. This matter has been stayed.
The European Community and the member states have recently suggested that they may file similar
claims regarding the U.S. tobacco business of B&W, which was acquired in 2004 in the B&W business
combination.
RJR Tobacco was named a defendant in a number of lawsuits originally filed in various federal
courts in 2002 by plaintiffs alleging descent from persons held in slavery in the United States and
seeking damages from numerous corporate defendants for having allegedly profited from historic
slavery. In October 2002, those actions were consolidated by the Judicial Panel on Multidistrict
Litigation for pre-trial proceedings in the U.S. District Court for the Northern District of
Illinois. On July 6, 2005, the court dismissed the entire action on a variety of grounds. On
December 13, 2006, the U.S. Court of Appeals for the Seventh Circuit affirmed dismissal in all
respects but one. It remanded some cases for further proceedings limited to the claims by some
plaintiffs that present-day representations about historic ties to slavery by some defendants
violated state consumer fraud laws. On October 1, 2007, the U.S. Supreme Court denied plaintiffs
petition for a writ of certiorari. The plaintiffs in all but one of the cases either voluntarily
dismissed their claims or otherwise abandoned the litigation. Defendants filed a motion to dismiss
the remaining case for failure to state a claim. That motion is currently pending.
On May 23, 2001, and July 30, 2002, Star Scientific, Inc., referred to as Star, filed two
patent infringement actions, which have been consolidated, against RJR Tobacco in the U.S. District
Court for the District of Maryland. Both patents at issue are entitled Method of Treating Tobacco
to Reduce Nitrosamine Content, and Products Produced Thereby, and bear U.S. Patent Nos. 6,202,649
and 6,425,401. The plaintiffs sought: the entry of an injunction restraining RJR Tobacco from
further acts of infringement, inducement of infringement, or contributory infringement of the
patents; an award of damages to compensate the plaintiffs lost profits; an award of enhanced
damages on account that the defendants conduct was willful; an award of pre-judgment interest and
a further award of post-judgment interest; an award of reasonable attorneys fees; and an order
requiring RJR Tobacco to deliver up to the court for destruction all products manufactured from any
process which infringes upon, directly or indirectly or otherwise, any claim of such patent. RJR
Tobacco filed counterclaims seeking a declaration that the claims of the two Star patents are
invalid, unenforceable and not infringed by RJR Tobacco. Between January 31 and February 8, 2005,
the court held a first bench trial on RJR Tobaccos affirmative defense and counterclaim based upon
inequitable conduct. Additionally, in response to the courts invitation, RJR Tobacco filed two
summary judgment motions on January 20, 2005.
On January 19, 2007, the court released decisions on RJR Tobaccos two summary judgment
motions. The court granted RJR Tobaccos motion for summary judgment of invalidity based on
indefiniteness. The court granted in part and denied in part RJR Tobaccos other summary judgment
motion concerning the effective filing date of the patents in suit. On June 26, 2007, the court
ruled that Stars patents are unenforceable due to inequitable conduct by Star and its
representatives in the U.S. Patent & Trademark Office. On June 26, 2007, the court also entered
final judgment in favor of RJR Tobacco and against Star, dismissing all of Stars claims with
prejudice. On June 27, 2007, Star filed a notice of appeal with the U.S. Court of Appeals for the
Federal Circuit. Oral argument occurred on March 7, 2008, and the judges asked for a letter brief
concerning the inequitable conduct issue addressing circumstances regarding intent to deceive and
circumstances surrounding the transfer of files during Stars patent procurement activities. A
decision is pending. On July 9, 2007, RJR Tobacco filed a bill of costs seeking reimbursement of
its recoverable costs as the prevailing party, and a motion seeking reimbursement of its attorneys
fees and excess costs incurred in defending Stars lawsuit. The trial court has deferred that
motion pending the appeal.
A Civil Investigative Demand, referred to as the CID, was issued by the Federal Trade
Commission, referred to as the FTC, to RJR Tobacco on August 23, 2007, to determine whether RJR
Tobaccos advertising and marketing related to the Camel No. 9 cigarette brand may violate the FTC
Act. The CID requires RJR Tobacco to produce documents and answer interrogatories. On January 7,
2008, RJR Tobacco certified as complete its production of documents to the FTC.
Finally, in the first quarter of 2005, Commonwealth Brands, Inc., referred to as Commonwealth,
was served with an individual smoking and health case, Croft v. Akron Gasket in Cuyahoga County,
Ohio. Commonwealth requested indemnity from RJR Tobacco pursuant to the Asset Purchase Agreement
dated July 24, 1996, between
40
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
Commonwealth and B&W, referred to as the 1996 Purchase Agreement. As a result of the B&W
business combination, RJR Tobacco agreed to indemnify Commonwealth for this claim to the extent, if
any, required by the 1996 Purchase Agreement. The scope of the indemnity will be at issue and has
not been determined.
Smokeless Tobacco Litigation
As of April 11, 2008, the Conwood companies were a defendant in six actions brought by
individual plaintiffs in West Virginia state court seeking damages in connection with personal
injuries allegedly sustained as a result of the usage of the Conwood companies smokeless tobacco
products. These actions are pending before the same West Virginia court as the 687 consolidated
individual smoker cases against RJR Tobacco, B&W, as RJR Tobaccos indemnitee, or both. Pursuant to
the Courts December 3, 2001 order, the smokeless tobacco claims and the defendants remain severed.
Pursuant to a second amended complaint filed in September 2006, the Conwood companies are a
defendant in Vassallo v. United States Tobacco Company, pending in the Eleventh Circuit Court in
Miami-Dade County, Florida. The individual plaintiff in this case alleges that he sustained
personal injuries, including addiction and cancer, as a result of his use of smokeless tobacco
products, allegedly including products manufactured by the Conwood companies. The plaintiff seeks
unspecified compensatory and consequential damages in an amount greater than $15,000. There is not
presently a punitive damages demand in this case, though the plaintiff retains the right to seek
leave of court to add such a demand later. Discovery is underway.
Tobacco Buyout Legislation and Related Litigation
On October 22, 2004, the President signed the Fair and Equitable Tobacco Reform Act of 2004,
referred to as FETRA, eliminating the U.S. governments tobacco production controls and price
support program. The buyout of tobacco quota holders provided for in FETRA is funded by a direct
quarterly assessment on every tobacco product manufacturer and importer, on a market-share basis
measured on volume to which federal excise tax is applied. The aggregate cost of the buyout to the
industry is approximately $9.9 billion, including approximately $9.6 billion payable to quota
tobacco holders and growers through industry assessments over ten years and approximately
$290 million for the liquidation of quota tobacco stock. As a result of the tobacco buyout
legislation, the MSA Phase II obligations established in 1999 will be continued as scheduled
through the end of 2010, but will be offset against the tobacco quota buyout obligations. RAIs
operating subsidiaries annual expense under FETRA, excluding the tobacco stock liquidation
assessment, is estimated to be approximately $230 million to $280 million. RAIs operating
subsidiaries incurred $81 million in 2005 related to assessments from quota tobacco stock
liquidation. In the first quarter of 2006, a $9 million favorable adjustment was recorded relating
to the tobacco stock liquidation assessment. Remaining contingent liabilities for liquidation of
quota tobacco stock, if any, will be recorded when an assessment is made.
RAIs operating subsidiaries will record the FETRA assessment on a quarterly basis as cost of
goods sold. RAIs operating subsidiaries estimate that their overall share of the buyout will
approximate $2.4 billion to $2.9 billion prior to the deduction of permitted offsets under the MSA.
In addition, future market pricing could impact the carrying value of inventory, and adversely
affect RJR Tobaccos financial position and results of operations.
As noted above, the MSA Phase II obligations will be offset against the tobacco quota buyout
obligations. Because growers in two states, Maryland and Pennsylvania, did not participate in the
quota system, they are not eligible for payments under FETRA. Given that the assessments paid by
tobacco product manufacturers and importers under FETRA would fully offset their MSA Phase II
payment obligations, the growers in Maryland and Pennsylvania would no longer receive payments
under the MSA Phase II program. Thus, the growers in these two states would not receive payment
under either FETRA or the MSA Phase II program.
On December 17, 2004, Maryland and Pennsylvania filed in the North Carolina Business Court a
Motion for Clarification or Modification of the Trust, that is, the Growers Trust that created the
MSA Phase II obligations. They later supplemented this filing with a Statement of Claim, filed on
June 24, 2005. Maryland and Pennsylvania contend that they are entitled to relief from the
operation of the tax offset adjustment provision of the Growers Trust and that payments under the
Growers Trust to the growers in their states should continue. Following discovery, the parties
filed cross-motions for summary judgment on May 5, 2006. On August 17, 2007, the Business Court
issued an Order and Opinion granting summary judgment in favor of Maryland and Pennsylvania and
denying summary judgment to the tobacco manufacturers, including RJR Tobacco, that were the
settlors of the Growers Trust. The Business Court ruled that the Growers Trust, as written and
without judicial modification, requires continuing payments to the Growers Trust
41
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
for the benefit of tobacco growers in Maryland and Pennsylvania. RJR Tobacco and the other
tobacco manufacturer/settlors filed their Notice of Appeal on September 14, 2007. On January 14,
2008, RJR Tobacco and the other tobacco manufacturer/settlors filed a petition seeking direct
discretionary review by the North Carolina Supreme Court. A ruling on this motion is pending.
ERISA Litigation
On May 13, 2002, in Tatum v. The R.J.R. Pension Investment Committee of the R. J. Reynolds
Tobacco Company Capital Investment Plan, an employee of RJR Tobacco filed a class-action suit in
the U.S. District Court for the Middle District of North Carolina, alleging that the defendants,
RJR, RJR Tobacco, the RJR Employee Benefits Committee and the RJR Pension Investment Committee,
violated the Employee Retirement Income Security Act of 1974, referred to as ERISA. The actions
about which the plaintiff complains stem from a decision made in 1999 by RJR Nabisco Holdings
Corp., subsequently renamed Nabisco Group Holdings Corp., referred to as NGH, to spin off RJR,
thereby separating NGHs tobacco business and food business. As part of the spin-off, the 401(k)
plan for the previously related entities had to be divided into two separate plans for the now
separate tobacco and food businesses. The plaintiff contends that the defendants violated ERISA by
not overriding an amendment to RJRs 401(k) plan requiring that, prior to February 1, 2000, the
stock funds of the companies involved in the food business, NGH and Nabisco Holdings Corp.,
referred to as Nabisco, be eliminated as investment options from RJRs 401(k) plan. In his
complaint, the plaintiff requests, among other things, that the court require the defendants to pay
as damages to the RJR 401(k) plan an amount equal to the subsequent appreciation that was
purportedly lost as a result of the liquidation of the NGH and Nabisco funds.
On July 29, 2002, the defendants filed a motion to dismiss, which the court granted on
December 10, 2003. On December 14, 2004, the U.S. Court of Appeals for the Fourth Circuit reversed
the dismissal of the complaint and remanded the case for further proceedings. On January 20, 2005,
the defendants filed a second motion to dismiss on other grounds. On March 7, 2007, the court
granted the plaintiff leave to file an amended complaint and denied all pending motions as moot. On
April 6, 2007, the defendants moved to dismiss the amended complaint. On May 31, 2007, the court
granted the motion in part and denied it in part, dismissing all claims against the RJR Employee
Benefits Committee and the RJR Pension Investment Committee. The remaining defendants, RJR and RJR
Tobacco, filed their answer and affirmative defenses on June 14, 2007. On June 28, 2007, the
plaintiff filed a motion to amend the complaint to add as parties defendant the six members of the
RJR Pension Investment Committee and the RJR Employee Benefits Committee. On March 13, 2008, the
court denied this motion, and the plaintiff thereafter filed a motion for reconsideration. On
November 19, 2007, the plaintiff filed a motion for class certification. This motion is fully
briefed. Court ordered mediation is scheduled for May 15, 2008.
Employment Litigation
On March 19, 2007, in Marshall v. R.J. Reynolds Tobacco Co., the plaintiff filed a collective
action complaint against RJR Tobacco in the U.S. District Court for the Western District of
Missouri alleging violations of the Fair Labor Standards Act. The allegations include failure to
keep accurate records of all hours worked by RJR Tobaccos employees and failure to pay wages and
overtime compensation to non-exempt retail representatives. As of April 11, 2008, 302 additional
retail representatives opted into the lawsuit. The opt-in period to join the collective action
will end on May 1, 2008.
Two new cases were filed in February 2008. Radcliffe v. R.J. Reynolds Tobacco Co., filed on
February 14, 2008, in federal court in California, has not been served. Dinino v. R.J. Reynolds
Tobacco Co., filed on February 29, 2008, in federal court in New York, was served on April 18,
2008. Both cases allege violations of the Fair Labor Standards Act.
Environmental Matters
RAI and its subsidiaries are subject to federal, state and local environmental laws and
regulations concerning the discharge, storage, handling and disposal of hazardous or toxic
substances. Such laws and regulations provide for significant fines, penalties and liabilities,
sometimes without regard to whether the owner or operator of the property knew of, or was
responsible for, the release or presence of hazardous or toxic substances. In addition, third
parties may make claims against owners or operators of properties for personal injuries and
property damage associated with releases of hazardous or toxic substances. In the past, RJR Tobacco
has been named a potentially responsible party with third parties under the Comprehensive
Environmental Response, Compensation and Liability Act with respect to several
42
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
superfund sites. RAI and its subsidiaries are not aware of any current environmental matters
that are expected to have a material adverse effect on the business, results of operations or
financial position of RAI or its subsidiaries.
Regulations promulgated by the U.S. Environmental Protection Agency and other governmental
agencies under various statutes have resulted in, and likely will continue to result in,
substantial expenditures for pollution control, waste treatment, plant modification and similar
activities. RAI and its subsidiaries are engaged in a continuing program to comply with federal,
state and local environmental laws and regulations, and dependent upon the probability of
occurrence and reasonable estimation of cost, accrue or disclose any material liability. Although
it is difficult to reasonably estimate the portion of capital expenditures or other costs
attributable to compliance with environmental laws and regulations, RAI does not expect such
expenditures or other costs to have a material adverse effect on the business, results of
operations or financial position of RAI or its subsidiaries.
Other Contingencies and Guarantees
In connection with the sale of the international tobacco business to JTI, on May 12, 1999,
pursuant to the purchase agreement, RJR and RJR Tobacco agreed to indemnify JTI against:
|
|
|
any liabilities, costs and expenses arising out of the imposition or assessment
of any tax with respect to the international tobacco business arising prior to the
sale, other than as reflected on the closing balance sheet; |
|
|
|
|
any liabilities, costs and expenses that JTI or any of its affiliates,
including the acquired entities, may incur after the sale with respect to any of RJRs
or RJR Tobaccos employee benefit and welfare plans; and |
|
|
|
|
any liabilities, costs and expenses incurred by JTI or any of its affiliates
arising out of certain activities of Northern Brands. |
As described above in Litigation Affecting the Cigarette Industry Other Litigation and
Developments, RJR Tobacco has received several claims for indemnification from JTI. Although RJR
and RJR Tobacco recognize that, under certain circumstances, they may have indemnification
obligations to JTI under the 1999 Purchase Agreement, RJR and RJR Tobacco disagree whether the
circumstances described in such claims give rise to any indemnification obligations by RJR and RJR
Tobacco. RJR and RJR Tobacco have conveyed their position to JTI, and the parties have agreed to
resolve their differences at a later date. RJR has liabilities totaling $94 million that were
recorded in 1999 in connection with these indemnification claims.
RJR Tobacco, Santa Fe, the Conwood companies and Lane have entered into agreements to
indemnify certain distributors and retailers from liability and related defense costs arising out
of the sale or distribution of their products. Additionally, Santa Fe has entered into an agreement
to indemnify a supplier from liability and related defense costs arising out of the sale or use of
Santa Fes products. The cost has been, and is expected to be, insignificant. RJR Tobacco,
Santa Fe, the Conwood companies and Lane believe that the indemnified claims are substantially
similar in nature and extent to the claims that they are already exposed to by virtue of their
having manufactured those products.
Under certain circumstances, any fair value that results in a liability position of certain
interest rate swaps may require full collateralization with cash or securities.
Except as otherwise noted above, RAI is not able to estimate the maximum potential amount of
future payments, if any, related to these guarantees and indemnification obligations.
43
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
Note 11Shareholders Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
Total |
|
|
|
|
|
|
Common |
|
|
Paid-In |
|
|
Accumulated |
|
|
Comprehensive |
|
|
Shareholders |
|
|
Comprehensive |
|
|
|
Stock |
|
|
Capital |
|
|
Deficit |
|
|
Loss |
|
|
Equity |
|
|
Income |
|
Balance as of December 31, 2007 |
|
$ |
|
|
|
$ |
8,653 |
|
|
$ |
(873 |
) |
|
$ |
(314 |
) |
|
$ |
7,466 |
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
505 |
|
|
|
|
|
|
|
505 |
|
|
$ |
505 |
|
Retirement benefits SFAS No.
158, net of $3 million tax
expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
4 |
|
|
|
4 |
|
Unrealized loss on short-term
investments, net of $3 million
tax benefit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5 |
) |
|
|
(5 |
) |
|
|
(5 |
) |
Cumulative translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16 |
|
|
|
16 |
|
|
|
16 |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
1 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
521 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends $0.85 per share |
|
|
|
|
|
|
|
|
|
|
(251 |
) |
|
|
|
|
|
|
(251 |
) |
|
|
|
|
Equity incentive award plan and
stock-based compensation |
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2008 |
|
$ |
|
|
|
$ |
8,657 |
|
|
$ |
(619 |
) |
|
$ |
(298 |
) |
|
$ |
7,740 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On February 5, 2008, the board of directors of RAI authorized the repurchase of up to $30
million of outstanding shares of RAI common stock to offset the dilution from shares issued under
certain equity-based benefit plans.
On February 5, 2008, the board of directors of RAI approved a grant, to key employees of RAI
and its subsidiaries, of shares of restricted RAI common stock under the Reynolds American Inc.
Long-Term Incentive Plan, referred to as the LTIP, effective March 6, 2008. The 321,991 restricted
shares were granted based on the per share closing price of RAI common stock on March 6, 2008, of
$61.89. The shares of the restricted RAI common stock generally will vest on March 6, 2011. As an
equity-based grant, compensation expense includes the vesting period elapsed. Dividends on shares
of outstanding restricted stock, which are paid concurrently with dividends on outstanding
unrestricted shares of stock, are recognized as a reduction of equity.
On February 5, 2008, RAIs board of directors declared a quarterly cash dividend of $0.85 per
common share, or $3.40 on an annualized basis, to shareholders of record as of March 10, 2008.
For further information related to RAIs board of directors share repurchase authorizations
subsequent to March 31, 2008, see note 16.
44
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
Note 12Segment Information
RAIs reportable operating segments are RJR Tobacco and Conwood. The RJR Tobacco segment
consists of the primary operations of R. J. Reynolds Tobacco Company. The Conwood segment consists
of the Conwood companies and Lane. RAIs wholly owned operating subsidiaries Santa Fe and GPI,
among others, are included in All Other. The segments were identified based on how RAIs chief
operating decision maker allocates resources and assesses performance.
RAIs largest reportable operating segment, RJR Tobacco, is the second largest cigarette
manufacturer in the United States. RJR Tobaccos largest selling cigarette brands, CAMEL, KOOL,
PALL MALL, DORAL and WINSTON, are five of the ten best-selling brands of cigarettes in the United
States as of March 31, 2008. Those brands, and its other brands, including SALEM, MISTY and CAPRI,
are manufactured in a variety of styles and marketed in the United States. RJR Tobacco also manages
contract manufacturing of cigarettes and tobacco products through arrangements with BAT affiliates.
On January 1, 2008, the contract manufacturing business of GPI was transferred to RJR Tobacco.
RAIs other reportable operating segment, Conwood, is the second largest smokeless tobacco
products manufacturer in the United States. Conwoods primary brands include its largest selling
moist snuff brands, GRIZZLY and KODIAK, two of the six best-selling brands of moist snuff in the
United States. Conwoods other products include loose leaf chewing tobacco, dry snuff, plug and
twist tobacco products. Conwoods products currently hold the first or second position in market
share in each category. In addition, Conwood also distributes a variety of other tobacco products
including WINCHESTER and CAPTAIN BLACK little cigars, and BUGLER roll-your-own tobacco.
Santa Fe manufactures and markets cigarettes and other tobacco products under the NATURAL
AMERICAN SPIRIT brand. As of January 1, 2008, the management of RJR Tobaccos super premium
brands, including DUNHILL and STATE EXPRESS 555, was transferred to Santa Fe. GPI manufactures and
exports tobacco products to U.S. territories, U.S. duty-free shops and U.S. overseas military bases
and manages the international businesses of Conwood and Santa Fe. The financial position and
results of operations of these operating segments do not meet the materiality criteria to be
reportable.
The amounts presented for prior periods have been reclassified to reflect the current segment
composition.
Intersegment revenues and items below the operating income line of the consolidated statements
of income are not presented by segment, since they are excluded from the measure of segment
profitability reviewed by RAIs chief operating decision maker.
Segment Data:
|
|
|
|
|
|
|
|
|
|
|
For the Three Months |
|
|
|
Ended March 31, |
|
|
|
2008 |
|
|
2007 |
|
Net sales: |
|
|
|
|
|
|
|
|
RJR Tobacco |
|
$ |
1,787 |
|
|
$ |
1,907 |
|
Conwood |
|
|
167 |
|
|
|
155 |
|
All Other |
|
|
103 |
|
|
|
86 |
|
|
|
|
|
|
|
|
Consolidated net sales |
|
$ |
2,057 |
|
|
$ |
2,148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income: |
|
|
|
|
|
|
|
|
RJR Tobacco |
|
$ |
415 |
|
|
$ |
488 |
|
Conwood |
|
|
81 |
|
|
|
80 |
|
All Other |
|
|
36 |
|
|
|
35 |
|
Corporate expense |
|
|
(26 |
) |
|
|
(29 |
) |
|
|
|
|
|
|
|
Consolidated operating income |
|
$ |
506 |
|
|
$ |
574 |
|
|
|
|
|
|
|
|
45
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
|
|
|
|
|
|
|
|
|
|
|
For the Three Months |
|
|
|
Ended March 31, |
|
|
|
2008 |
|
|
2007 |
|
Reconciliation to income before income taxes: |
|
|
|
|
|
|
|
|
Operating income |
|
$ |
506 |
|
|
$ |
574 |
|
Interest and debt expense |
|
|
72 |
|
|
|
89 |
|
Interest income |
|
|
(22 |
) |
|
|
(38 |
) |
Gain on termination of joint venture |
|
|
(328 |
) |
|
|
|
|
Other income, net |
|
|
(12 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
|
Income before income taxes |
|
$ |
796 |
|
|
$ |
524 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
Assets: |
|
|
|
|
|
|
|
|
RJR Tobacco |
|
$ |
16,494 |
|
|
$ |
15,956 |
|
Conwood |
|
|
4,459 |
|
|
|
4,559 |
|
All Other |
|
|
1,456 |
|
|
|
1,104 |
|
Corporate |
|
|
16,357 |
|
|
|
16,336 |
|
Elimination adjustments |
|
|
(19,156 |
) |
|
|
(19,326 |
) |
|
|
|
|
|
|
|
Consolidated assets |
|
$ |
19,610 |
|
|
$ |
18,629 |
|
|
|
|
|
|
|
|
Note 13Related Party Transactions
RAIs operating subsidiaries engage in transactions with related parties in the normal course
of business. The following is a summary of balances and transactions with affiliates.
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
December 31, |
|
|
2008 |
|
2007 |
Balances: |
|
|
|
|
|
|
|
|
|
Accounts receivable, BAT |
|
$ |
77 |
|
|
$ |
80 |
|
Due to BAT |
|
|
5 |
|
|
|
7 |
|
Deferred revenue, BAT |
|
|
27 |
|
|
|
35 |
|
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
2007 |
Transactions for the three months ended March 31: |
|
|
|
|
|
|
|
|
|
Net sales, BAT |
|
$ |
113 |
|
|
$ |
130 |
|
BAT related legal indemnification expenses |
|
|
|
|
|
|
1 |
|
Purchases from BAT |
|
|
1 |
|
|
|
2 |
|
RAIs operating subsidiaries have entered into various transactions with affiliates of BAT.
RAIs operating subsidiaries sell contract-manufactured cigarettes, processed strip leaf, pipe
tobacco and little cigars to BAT affiliates. Pricing for contract-manufactured cigarettes was
generally calculated based on 2004 prices, using B&Ws forecasted 2004 manufacturing costs plus
10%, increased by a multiple equal to the increase in the Producer Price Index for subsequent
years, reported by the U.S. Bureau of Labor Statistics. During the three months ended March 31,
2008, net sales to BAT affiliates were $113 million, primarily cigarettes, representing 5% of RAIs
total net sales.
RJR Tobacco recorded deferred sales revenue relating to leaf sold to BAT affiliates that had
not been delivered as of March 31, 2008, given that RJR Tobacco had a legal right to bill the BAT
affiliates. Leaf sales revenue to BAT affiliates will be recognized when the product is shipped to
the customer.
46
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
Note 14RAI Guaranteed, Secured Notes Condensed Consolidating Financial Statements
The following condensed consolidating financial statements have been prepared pursuant to
Rule 3-10 of Regulation S-X, relating to the guarantors of RAIs $4.4 billion guaranteed, secured
notes. RAIs direct, wholly owned subsidiaries and certain of its indirectly owned subsidiaries
have fully and unconditionally, and jointly and severally, guaranteed these notes. The following
condensed consolidating financial statements include: the accounts and activities of RAI, the
parent issuer; RJR, RJR Tobacco, the Conwood companies, Conwood Holdings, Inc., Santa Fe, Lane,
GPI, RJR Acquisition Corp., and certain of RJR Tobaccos other subsidiaries, the guarantors; other
indirect subsidiaries of RAI that are not guarantors; and elimination adjustments.
Condensed Consolidating Statements of Income
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
Issuer |
|
|
Guarantors |
|
|
Guarantors |
|
|
Eliminations |
|
|
Consolidated |
|
For the Three Months Ended March 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
|
|
|
$ |
1,935 |
|
|
$ |
38 |
|
|
$ |
(29 |
) |
|
$ |
1,944 |
|
Net sales, related party |
|
|
|
|
|
|
113 |
|
|
|
|
|
|
|
|
|
|
|
113 |
|
Cost of products sold |
|
|
|
|
|
|
1,175 |
|
|
|
17 |
|
|
|
(28 |
) |
|
|
1,164 |
|
Selling, general and administrative expenses |
|
|
6 |
|
|
|
362 |
|
|
|
14 |
|
|
|
|
|
|
|
382 |
|
Amortization expense |
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
(6 |
) |
|
|
506 |
|
|
|
7 |
|
|
|
(1 |
) |
|
|
506 |
|
Interest and debt expense |
|
|
70 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
72 |
|
Interest income |
|
|
|
|
|
|
(20 |
) |
|
|
(2 |
) |
|
|
|
|
|
|
(22 |
) |
Intercompany interest (income) expense |
|
|
(18 |
) |
|
|
17 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
Intercompany dividend income |
|
|
|
|
|
|
(11 |
) |
|
|
|
|
|
|
11 |
|
|
|
|
|
Gain on termination of joint venture |
|
|
|
|
|
|
|
|
|
|
(328 |
) |
|
|
|
|
|
|
(328 |
) |
Other (income) expense, net |
|
|
1 |
|
|
|
(12 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
(12 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
(59 |
) |
|
|
530 |
|
|
|
337 |
|
|
|
(12 |
) |
|
|
796 |
|
Provision for (benefit from) income taxes |
|
|
(21 |
) |
|
|
311 |
|
|
|
1 |
|
|
|
|
|
|
|
291 |
|
Equity income from subsidiaries |
|
|
543 |
|
|
|
336 |
|
|
|
|
|
|
|
(879 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
505 |
|
|
$ |
555 |
|
|
$ |
336 |
|
|
$ |
(891 |
) |
|
$ |
505 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
|
|
|
$ |
2,016 |
|
|
$ |
16 |
|
|
$ |
(14 |
) |
|
$ |
2,018 |
|
Net sales, related party |
|
|
|
|
|
|
130 |
|
|
|
|
|
|
|
|
|
|
|
130 |
|
Cost of products sold |
|
|
|
|
|
|
1,188 |
|
|
|
1 |
|
|
|
(14 |
) |
|
|
1,175 |
|
Selling, general and administrative expenses |
|
|
15 |
|
|
|
369 |
|
|
|
9 |
|
|
|
|
|
|
|
393 |
|
Amortization expense |
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
(15 |
) |
|
|
583 |
|
|
|
6 |
|
|
|
|
|
|
|
574 |
|
Interest and debt expense |
|
|
84 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
89 |
|
Interest income |
|
|
(1 |
) |
|
|
(36 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
(38 |
) |
Intercompany interest (income) expense |
|
|
(32 |
) |
|
|
31 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
Intercompany dividend income |
|
|
|
|
|
|
(11 |
) |
|
|
|
|
|
|
11 |
|
|
|
|
|
Other (income) expense, net |
|
|
2 |
|
|
|
(1 |
) |
|
|
(2 |
) |
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
(68 |
) |
|
|
595 |
|
|
|
8 |
|
|
|
(11 |
) |
|
|
524 |
|
Provision for (benefit from) income taxes |
|
|
(23 |
) |
|
|
218 |
|
|
|
1 |
|
|
|
|
|
|
|
196 |
|
Equity income from subsidiaries |
|
|
373 |
|
|
|
7 |
|
|
|
|
|
|
|
(380 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
328 |
|
|
$ |
384 |
|
|
$ |
7 |
|
|
$ |
(391 |
) |
|
$ |
328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
Condensed Consolidating Statements of Cash Flows
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
Issuer |
|
|
Guarantors |
|
|
Guarantors |
|
|
Eliminations |
|
|
Consolidated |
|
For the Three Months Ended March 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities |
|
$ |
217 |
|
|
$ |
722 |
|
|
$ |
20 |
|
|
$ |
(81 |
) |
|
$ |
878 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from (used in) investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of short-term investments |
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
(1 |
) |
Proceeds from sale of short-term investments |
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
2 |
|
Capital expenditures |
|
|
|
|
|
|
(38 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
(39 |
) |
Other, net |
|
|
|
|
|
|
5 |
|
|
|
(3 |
) |
|
|
|
|
|
|
2 |
|
Intercompany notes receivable |
|
|
20 |
|
|
|
(107 |
) |
|
|
|
|
|
|
87 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows from (used in) investing
activities |
|
|
20 |
|
|
|
(139 |
) |
|
|
(4 |
) |
|
|
87 |
|
|
|
(36 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from (used in) financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid on common stock |
|
|
(251 |
) |
|
|
(70 |
) |
|
|
|
|
|
|
70 |
|
|
|
(251 |
) |
Dividends paid on preferred stock |
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
|
11 |
|
|
|
|
|
Intercompany notes payable |
|
|
107 |
|
|
|
(20 |
) |
|
|
|
|
|
|
(87 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows from (used in) financing
activities |
|
|
(155 |
) |
|
|
(90 |
) |
|
|
|
|
|
|
(6 |
) |
|
|
(251 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
|
82 |
|
|
|
493 |
|
|
|
16 |
|
|
|
|
|
|
|
591 |
|
Cash and cash equivalents at beginning of
period |
|
|
243 |
|
|
|
1,885 |
|
|
|
87 |
|
|
|
|
|
|
|
2,215 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
325 |
|
|
$ |
2,378 |
|
|
$ |
103 |
|
|
$ |
|
|
|
$ |
2,806 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from (used in) operating activities |
|
$ |
169 |
|
|
$ |
(709 |
) |
|
$ |
11 |
|
|
$ |
(11 |
) |
|
$ |
(540 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from (used in) investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of short-term investments |
|
|
|
|
|
|
(1,958 |
) |
|
|
|
|
|
|
|
|
|
|
(1,958 |
) |
Proceeds from sale of short-term investments |
|
|
|
|
|
|
2,441 |
|
|
|
|
|
|
|
|
|
|
|
2,441 |
|
Capital expenditures |
|
|
|
|
|
|
(24 |
) |
|
|
(4 |
) |
|
|
|
|
|
|
(28 |
) |
Distributions from (investments in) equity
investees |
|
|
|
|
|
|
(1 |
) |
|
|
6 |
|
|
|
|
|
|
|
5 |
|
Intercompany notes receivable |
|
|
20 |
|
|
|
(42 |
) |
|
|
|
|
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows from investing activities |
|
|
20 |
|
|
|
416 |
|
|
|
2 |
|
|
|
22 |
|
|
|
460 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from (used in) financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid on common stock |
|
|
(222 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(222 |
) |
Dividends paid on preferred stock |
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
|
11 |
|
|
|
|
|
Repayment of long-term debt |
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4 |
) |
Excess tax benefit from stock-based
compensation |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Repurchase of common stock |
|
|
(60 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(60 |
) |
Intercompany notes payable |
|
|
42 |
|
|
|
(20 |
) |
|
|
|
|
|
|
(22 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows used in financing
activities activities |
|
|
(254 |
) |
|
|
(20 |
) |
|
|
|
|
|
|
(11 |
) |
|
|
(285 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
|
(65 |
) |
|
|
(313 |
) |
|
|
13 |
|
|
|
|
|
|
|
(365 |
) |
Cash and cash equivalents at beginning of
period |
|
|
296 |
|
|
|
1,065 |
|
|
|
72 |
|
|
|
|
|
|
|
1,433 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
231 |
|
|
$ |
752 |
|
|
$ |
85 |
|
|
$ |
|
|
|
$ |
1,068 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
Condensed Consolidating Balance Sheets
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
Issuer |
|
|
Guarantors |
|
|
Guarantors |
|
|
Eliminations |
|
|
Consolidated |
|
March 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
325 |
|
|
$ |
2,378 |
|
|
$ |
103 |
|
|
$ |
|
|
|
$ |
2,806 |
|
Short-term investments |
|
|
|
|
|
|
330 |
|
|
|
|
|
|
|
|
|
|
|
330 |
|
Accounts receivable, net |
|
|
|
|
|
|
66 |
|
|
|
12 |
|
|
|
|
|
|
|
78 |
|
Accounts receivable, related party |
|
|
|
|
|
|
77 |
|
|
|
|
|
|
|
|
|
|
|
77 |
|
Notes receivable |
|
|
|
|
|
|
1 |
|
|
|
168 |
|
|
|
|
|
|
|
169 |
|
Other receivables |
|
|
35 |
|
|
|
29 |
|
|
|
1 |
|
|
|
|
|
|
|
65 |
|
Inventories |
|
|
|
|
|
|
1,120 |
|
|
|
36 |
|
|
|
(3 |
) |
|
|
1,153 |
|
Deferred income taxes, net |
|
|
11 |
|
|
|
825 |
|
|
|
|
|
|
|
|
|
|
|
836 |
|
Prepaid expenses and other |
|
|
5 |
|
|
|
142 |
|
|
|
6 |
|
|
|
|
|
|
|
153 |
|
Short-term intercompany notes and
interest
receivable |
|
|
82 |
|
|
|
142 |
|
|
|
|
|
|
|
(224 |
) |
|
|
|
|
Other intercompany receivables |
|
|
87 |
|
|
|
|
|
|
|
4 |
|
|
|
(91 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
545 |
|
|
|
5,110 |
|
|
|
330 |
|
|
|
(318 |
) |
|
|
5,667 |
|
Property, plant and equipment, net |
|
|
8 |
|
|
|
1,047 |
|
|
|
20 |
|
|
|
|
|
|
|
1,075 |
|
Trademarks, net |
|
|
|
|
|
|
3,405 |
|
|
|
|
|
|
|
|
|
|
|
3,405 |
|
Goodwill |
|
|
|
|
|
|
8,166 |
|
|
|
8 |
|
|
|
|
|
|
|
8,174 |
|
Other intangibles, net |
|
|
|
|
|
|
195 |
|
|
|
4 |
|
|
|
|
|
|
|
199 |
|
Long-term intercompany notes |
|
|
2,100 |
|
|
|
1,417 |
|
|
|
|
|
|
|
(3,517 |
) |
|
|
|
|
Investment in subsidiaries |
|
|
11,350 |
|
|
|
464 |
|
|
|
|
|
|
|
(11,814 |
) |
|
|
|
|
Other assets and deferred charges |
|
|
238 |
|
|
|
638 |
|
|
|
239 |
|
|
|
(25 |
) |
|
|
1,090 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
14,241 |
|
|
$ |
20,442 |
|
|
$ |
601 |
|
|
$ |
(15,674 |
) |
|
$ |
19,610 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tobacco settlement accruals |
|
$ |
|
|
|
$ |
3,088 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
3,088 |
|
Accounts payable and other accrued
liabilities |
|
|
540 |
|
|
|
746 |
|
|
|
21 |
|
|
|
|
|
|
|
1,307 |
|
Due to related party |
|
|
|
|
|
|
3 |
|
|
|
2 |
|
|
|
|
|
|
|
5 |
|
Deferred revenue, related party |
|
|
|
|
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
27 |
|
Short-term intercompany notes and
interest payables |
|
|
40 |
|
|
|
81 |
|
|
|
103 |
|
|
|
(224 |
) |
|
|
|
|
Other intercompany payables |
|
|
|
|
|
|
91 |
|
|
|
|
|
|
|
(91 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
580 |
|
|
|
4,036 |
|
|
|
126 |
|
|
|
(315 |
) |
|
|
4,427 |
|
Intercompany notes and interest payable |
|
|
1,417 |
|
|
|
2,100 |
|
|
|
|
|
|
|
(3,517 |
) |
|
|
|
|
Long-term debt |
|
|
4,437 |
|
|
|
134 |
|
|
|
|
|
|
|
|
|
|
|
4,571 |
|
Deferred income taxes, net |
|
|
|
|
|
|
1,351 |
|
|
|
|
|
|
|
(25 |
) |
|
|
1,326 |
|
Long-term retirement benefits (less
current portion) |
|
|
45 |
|
|
|
1,107 |
|
|
|
11 |
|
|
|
|
|
|
|
1,163 |
|
Other noncurrent liabilities |
|
|
22 |
|
|
|
361 |
|
|
|
|
|
|
|
|
|
|
|
383 |
|
Shareholders equity |
|
|
7,740 |
|
|
|
11,353 |
|
|
|
464 |
|
|
|
(11,817 |
) |
|
|
7,740 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders
equity |
|
$ |
14,241 |
|
|
$ |
20,442 |
|
|
$ |
601 |
|
|
$ |
(15,674 |
) |
|
$ |
19,610 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
243 |
|
|
$ |
1,885 |
|
|
$ |
87 |
|
|
$ |
|
|
|
$ |
2,215 |
|
Short-term investments |
|
|
|
|
|
|
377 |
|
|
|
|
|
|
|
|
|
|
|
377 |
|
Accounts receivable, net |
|
|
|
|
|
|
61 |
|
|
|
12 |
|
|
|
|
|
|
|
73 |
|
Accounts receivable, related party |
|
|
|
|
|
|
80 |
|
|
|
|
|
|
|
|
|
|
|
80 |
|
Notes receivable |
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Other receivables |
|
|
7 |
|
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
25 |
|
Inventories |
|
|
|
|
|
|
1,167 |
|
|
|
31 |
|
|
|
(2 |
) |
|
|
1,196 |
|
Deferred income taxes, net |
|
|
11 |
|
|
|
833 |
|
|
|
1 |
|
|
|
|
|
|
|
845 |
|
Prepaid expenses and other |
|
|
6 |
|
|
|
169 |
|
|
|
3 |
|
|
|
2 |
|
|
|
180 |
|
Short-term intercompany notes and
interest receivable |
|
|
82 |
|
|
|
127 |
|
|
|
|
|
|
|
(209 |
) |
|
|
|
|
Other intercompany receivables |
|
|
153 |
|
|
|
|
|
|
|
23 |
|
|
|
(176 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
502 |
|
|
|
4,718 |
|
|
|
157 |
|
|
|
(385 |
) |
|
|
4,992 |
|
49
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
Issuer |
|
|
Guarantors |
|
|
Guarantors |
|
|
Eliminations |
|
|
Consolidated |
|
Property, plant and equipment, net |
|
|
8 |
|
|
|
1,046 |
|
|
|
20 |
|
|
|
(1 |
) |
|
|
1,073 |
|
Trademarks, net |
|
|
|
|
|
|
3,407 |
|
|
|
|
|
|
|
|
|
|
|
3,407 |
|
Goodwill |
|
|
|
|
|
|
8,166 |
|
|
|
8 |
|
|
|
|
|
|
|
8,174 |
|
Other intangibles, net |
|
|
|
|
|
|
199 |
|
|
|
3 |
|
|
|
|
|
|
|
202 |
|
Long-term intercompany notes |
|
|
2,120 |
|
|
|
1,310 |
|
|
|
|
|
|
|
(3,430 |
) |
|
|
|
|
Investment in subsidiaries |
|
|
10,848 |
|
|
|
104 |
|
|
|
|
|
|
|
(10,952 |
) |
|
|
|
|
Other assets and deferred charges |
|
|
186 |
|
|
|
571 |
|
|
|
49 |
|
|
|
(25 |
) |
|
|
781 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
13,664 |
|
|
$ |
19,521 |
|
|
$ |
237 |
|
|
$ |
(14,793 |
) |
|
$ |
18,629 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tobacco settlement accruals |
|
$ |
|
|
|
$ |
2,449 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
2,449 |
|
Accounts payable and other accrued
liabilities |
|
|
391 |
|
|
|
993 |
|
|
|
27 |
|
|
|
1 |
|
|
|
1,412 |
|
Due to related party |
|
|
|
|
|
|
5 |
|
|
|
2 |
|
|
|
|
|
|
|
7 |
|
Deferred revenue, related party |
|
|
|
|
|
|
35 |
|
|
|
|
|
|
|
|
|
|
|
35 |
|
Short-term intercompany notes and
interest payable |
|
|
34 |
|
|
|
82 |
|
|
|
93 |
|
|
|
(209 |
) |
|
|
|
|
Other intercompany payables |
|
|
|
|
|
|
176 |
|
|
|
|
|
|
|
(176 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
425 |
|
|
|
3,740 |
|
|
|
122 |
|
|
|
(384 |
) |
|
|
3,903 |
|
Intercompany notes and interest payable |
|
|
1,310 |
|
|
|
2,120 |
|
|
|
|
|
|
|
(3,430 |
) |
|
|
|
|
Long-term debt |
|
|
4,383 |
|
|
|
132 |
|
|
|
|
|
|
|
|
|
|
|
4,515 |
|
Deferred income taxes, net |
|
|
|
|
|
|
1,209 |
|
|
|
|
|
|
|
(25 |
) |
|
|
1,184 |
|
Long-term retirement benefits (less
current portion) |
|
|
44 |
|
|
|
1,112 |
|
|
|
11 |
|
|
|
|
|
|
|
1,167 |
|
Other noncurrent liabilities |
|
|
36 |
|
|
|
358 |
|
|
|
|
|
|
|
|
|
|
|
394 |
|
Shareholders equity |
|
|
7,466 |
|
|
|
10,850 |
|
|
|
104 |
|
|
|
(10,954 |
) |
|
|
7,466 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders
equity |
|
$ |
13,664 |
|
|
$ |
19,521 |
|
|
$ |
237 |
|
|
$ |
(14,793 |
) |
|
$ |
18,629 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
Note 15RJR Guaranteed, Unsecured Notes Condensed Consolidating Financial Statements
The following condensed consolidating financial statements have been prepared pursuant to Rule
3-10 of Regulation S-X, relating to the guarantees of RJRs $74 million unsecured notes. RAI and
certain of its direct or indirect, wholly owned subsidiaries, have fully and unconditionally, and
jointly and severally, guaranteed these notes. The following condensed consolidating financial
statements include: the accounts and activities of RAI, the parent guarantor; RJR, the issuer of
the debt securities; RJR Tobacco, RJR Acquisition Corp. and certain of RJRs other subsidiaries,
the other guarantors; other subsidiaries of RAI and RJR, including Santa Fe, Lane and the Conwood
companies that are not guarantors; and elimination adjustments.
Condensed Consolidating Statements of Income
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
|
|
|
|
Other |
|
|
Non- |
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Issuer |
|
|
Guarantors |
|
|
Guarantors |
|
|
Eliminations |
|
|
Consolidated |
|
For the Three Months Ended March 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
|
|
|
$ |
|
|
|
$ |
1,733 |
|
|
$ |
261 |
|
|
$ |
(50 |
) |
|
$ |
1,944 |
|
Net sales, related party |
|
|
|
|
|
|
|
|
|
|
110 |
|
|
|
3 |
|
|
|
|
|
|
|
113 |
|
Cost of products sold |
|
|
|
|
|
|
|
|
|
|
1,121 |
|
|
|
93 |
|
|
|
(50 |
) |
|
|
1,164 |
|
Selling, general and administrative expenses |
|
|
6 |
|
|
|
|
|
|
|
306 |
|
|
|
70 |
|
|
|
|
|
|
|
382 |
|
Amortization expense |
|
|
|
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
(6 |
) |
|
|
|
|
|
|
411 |
|
|
|
101 |
|
|
|
|
|
|
|
506 |
|
Interest and debt expense |
|
|
70 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72 |
|
Interest income |
|
|
|
|
|
|
(1 |
) |
|
|
(18 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
(22 |
) |
Intercompany interest (income) expense |
|
|
(18 |
) |
|
|
(2 |
) |
|
|
(27 |
) |
|
|
47 |
|
|
|
|
|
|
|
|
|
Intercompany dividend income |
|
|
|
|
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
|
11 |
|
|
|
|
|
Gain on termination of joint venture |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(328 |
) |
|
|
|
|
|
|
(328 |
) |
Other (income) expense, net |
|
|
1 |
|
|
|
(12 |
) |
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
(12 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
(59 |
) |
|
|
24 |
|
|
|
456 |
|
|
|
386 |
|
|
|
(11 |
) |
|
|
796 |
|
Provision for (benefit from) income taxes |
|
|
(21 |
) |
|
|
5 |
|
|
|
288 |
|
|
|
19 |
|
|
|
|
|
|
|
291 |
|
Equity income from subsidiaries |
|
|
543 |
|
|
|
504 |
|
|
|
335 |
|
|
|
|
|
|
|
(1,382 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
505 |
|
|
$ |
523 |
|
|
$ |
503 |
|
|
$ |
367 |
|
|
$ |
(1,393 |
) |
|
$ |
505 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
|
|
|
$ |
|
|
|
$ |
1,827 |
|
|
$ |
215 |
|
|
$ |
(24 |
) |
|
$ |
2,018 |
|
Net sales, related party |
|
|
|
|
|
|
|
|
|
|
127 |
|
|
|
3 |
|
|
|
|
|
|
|
130 |
|
Cost of products sold |
|
|
|
|
|
|
|
|
|
|
1,136 |
|
|
|
63 |
|
|
|
(24 |
) |
|
|
1,175 |
|
Selling, general and administrative expenses |
|
|
15 |
|
|
|
|
|
|
|
323 |
|
|
|
55 |
|
|
|
|
|
|
|
393 |
|
Amortization expense |
|
|
|
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
(15 |
) |
|
|
|
|
|
|
489 |
|
|
|
100 |
|
|
|
|
|
|
|
574 |
|
Interest and debt expense |
|
|
84 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
89 |
|
Interest income |
|
|
(1 |
) |
|
|
(3 |
) |
|
|
(31 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
(38 |
) |
Intercompany interest (income) expense |
|
|
(32 |
) |
|
|
(1 |
) |
|
|
(15 |
) |
|
|
48 |
|
|
|
|
|
|
|
|
|
Intercompany dividend income |
|
|
|
|
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
|
11 |
|
|
|
|
|
Other (income) expense, net |
|
|
2 |
|
|
|
(1 |
) |
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
(68 |
) |
|
|
11 |
|
|
|
535 |
|
|
|
57 |
|
|
|
(11 |
) |
|
|
524 |
|
Provision for (benefit from) income taxes |
|
|
(23 |
) |
|
|
|
|
|
|
201 |
|
|
|
18 |
|
|
|
|
|
|
|
196 |
|
Equity income from subsidiaries |
|
|
373 |
|
|
|
341 |
|
|
|
6 |
|
|
|
|
|
|
|
(720 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
328 |
|
|
$ |
352 |
|
|
$ |
340 |
|
|
$ |
39 |
|
|
$ |
(731 |
) |
|
$ |
328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
Condensed Consolidating Statements of Cash Flows
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
|
|
|
|
Other |
|
|
Non- |
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Issuer |
|
|
Guarantors |
|
|
Guarantors |
|
|
Eliminations |
|
|
Consolidated |
|
For the Three Months Ended March 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities |
|
$ |
217 |
|
|
$ |
17 |
|
|
$ |
727 |
|
|
$ |
10 |
|
|
$ |
(93 |
) |
|
$ |
878 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from (used in) investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of short-term investments |
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
(1 |
) |
Proceeds from sale of short-term investments |
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
2 |
|
Capital expenditures |
|
|
|
|
|
|
|
|
|
|
(24 |
) |
|
|
(15 |
) |
|
|
|
|
|
|
(39 |
) |
Net intercompany investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other, net |
|
|
|
|
|
|
1 |
|
|
|
4 |
|
|
|
(3 |
) |
|
|
|
|
|
|
2 |
|
Intercompany notes receivable |
|
|
20 |
|
|
|
|
|
|
|
(108 |
) |
|
|
|
|
|
|
88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows from (used in) investing activities |
|
|
20 |
|
|
|
1 |
|
|
|
(127 |
) |
|
|
(18 |
) |
|
|
88 |
|
|
|
(36 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from (used in) financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid on common stock |
|
|
(251 |
) |
|
|
|
|
|
|
(12 |
) |
|
|
(70 |
) |
|
|
82 |
|
|
|
(251 |
) |
Dividends paid on preferred stock |
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11 |
|
|
|
|
|
Intercompany notes payable |
|
|
107 |
|
|
|
1 |
|
|
|
|
|
|
|
(20 |
) |
|
|
(88 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows (used in) from financing activities |
|
|
(155 |
) |
|
|
1 |
|
|
|
(12 |
) |
|
|
(90 |
) |
|
|
5 |
|
|
|
(251 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
|
82 |
|
|
|
19 |
|
|
|
588 |
|
|
|
(98 |
) |
|
|
|
|
|
|
591 |
|
Cash and cash equivalents at beginning of period |
|
|
243 |
|
|
|
25 |
|
|
|
1,623 |
|
|
|
324 |
|
|
|
|
|
|
|
2,215 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
325 |
|
|
$ |
44 |
|
|
$ |
2,211 |
|
|
$ |
226 |
|
|
$ |
|
|
|
$ |
2,806 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from (used in) operating activities |
|
$ |
169 |
|
|
$ |
7 |
|
|
$ |
(731 |
) |
|
$ |
26 |
|
|
$ |
(11 |
) |
|
$ |
(540 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from (used in) investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of short-term investments |
|
|
|
|
|
|
(1 |
) |
|
|
(1,957 |
) |
|
|
|
|
|
|
|
|
|
|
(1,958 |
) |
Proceeds from sale of short-term investments |
|
|
|
|
|
|
|
|
|
|
2,441 |
|
|
|
|
|
|
|
|
|
|
|
2,441 |
|
Capital expenditures |
|
|
|
|
|
|
|
|
|
|
(20 |
) |
|
|
(8 |
) |
|
|
|
|
|
|
(28 |
) |
Distributions from (investment in) equity
investees |
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
6 |
|
|
|
|
|
|
|
5 |
|
Intercompany notes receivable |
|
|
20 |
|
|
|
9 |
|
|
|
(39 |
) |
|
|
|
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows from (used in) investing activities |
|
|
20 |
|
|
|
8 |
|
|
|
424 |
|
|
|
(2 |
) |
|
|
10 |
|
|
|
460 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from (used in) financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid on common stock |
|
|
(222 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(222 |
) |
Dividends paid on preferred stock |
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11 |
|
|
|
|
|
Repurchase of common stock |
|
|
(60 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(60 |
) |
Repayments of long-term debt |
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4 |
) |
Excess tax benefit from stock-based compensation |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Intercompany notes payable |
|
|
42 |
|
|
|
(5 |
) |
|
|
1 |
|
|
|
(28 |
) |
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows from (used in) financing activities |
|
|
(254 |
) |
|
|
(5 |
) |
|
|
1 |
|
|
|
(28 |
) |
|
|
1 |
|
|
|
(285 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
|
(65 |
) |
|
|
10 |
|
|
|
(306 |
) |
|
|
(4 |
) |
|
|
|
|
|
|
(365 |
) |
Cash and cash equivalents at beginning of period |
|
|
296 |
|
|
|
22 |
|
|
|
848 |
|
|
|
267 |
|
|
|
|
|
|
|
1,433 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
231 |
|
|
$ |
32 |
|
|
$ |
542 |
|
|
$ |
263 |
|
|
$ |
|
|
|
$ |
1,068 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
Condensed Consolidating Balance Sheets
(Dollars in Millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
|
|
|
|
Other |
|
|
Non- |
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Issuer |
|
|
Guarantors |
|
|
Guarantors |
|
|
Eliminations |
|
|
Consolidated |
|
March 31, 2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
325 |
|
|
$ |
44 |
|
|
$ |
2,211 |
|
|
$ |
226 |
|
|
$ |
|
|
|
$ |
2,806 |
|
Short-term investments |
|
|
|
|
|
|
|
|
|
|
330 |
|
|
|
|
|
|
|
|
|
|
|
330 |
|
Accounts receivable, net |
|
|
|
|
|
|
|
|
|
|
47 |
|
|
|
31 |
|
|
|
|
|
|
|
78 |
|
Accounts receivable, related party |
|
|
|
|
|
|
|
|
|
|
72 |
|
|
|
5 |
|
|
|
|
|
|
|
77 |
|
Note receivable |
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
168 |
|
|
|
|
|
|
|
169 |
|
Other receivables |
|
|
35 |
|
|
|
2 |
|
|
|
23 |
|
|
|
5 |
|
|
|
|
|
|
|
65 |
|
Inventories |
|
|
|
|
|
|
|
|
|
|
861 |
|
|
|
294 |
|
|
|
(2 |
) |
|
|
1,153 |
|
Deferred income taxes, net |
|
|
11 |
|
|
|
|
|
|
|
804 |
|
|
|
21 |
|
|
|
|
|
|
|
836 |
|
Prepaid expenses and other |
|
|
5 |
|
|
|
|
|
|
|
137 |
|
|
|
11 |
|
|
|
|
|
|
|
153 |
|
Short-term intercompany notes and
interest receivable |
|
|
82 |
|
|
|
116 |
|
|
|
454 |
|
|
|
|
|
|
|
(652 |
) |
|
|
|
|
Other intercompany receivables |
|
|
87 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(87 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
545 |
|
|
|
163 |
|
|
|
4,939 |
|
|
|
761 |
|
|
|
(741 |
) |
|
|
5,667 |
|
Property, plant and equipment, net |
|
|
8 |
|
|
|
|
|
|
|
927 |
|
|
|
141 |
|
|
|
(1 |
) |
|
|
1,075 |
|
Trademarks, net |
|
|
|
|
|
|
|
|
|
|
1,865 |
|
|
|
1,540 |
|
|
|
|
|
|
|
3,405 |
|
Goodwill |
|
|
|
|
|
|
|
|
|
|
5,302 |
|
|
|
2,872 |
|
|
|
|
|
|
|
8,174 |
|
Other intangibles, net |
|
|
|
|
|
|
|
|
|
|
195 |
|
|
|
4 |
|
|
|
|
|
|
|
199 |
|
Long-term intercompany notes |
|
|
2,100 |
|
|
|
215 |
|
|
|
1,417 |
|
|
|
|
|
|
|
(3,732 |
) |
|
|
|
|
Investment in subsidiaries |
|
|
11,350 |
|
|
|
9,749 |
|
|
|
446 |
|
|
|
|
|
|
|
(21,545 |
) |
|
|
|
|
Other assets and deferred charges |
|
|
238 |
|
|
|
38 |
|
|
|
599 |
|
|
|
240 |
|
|
|
(25 |
) |
|
|
1,090 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
14,241 |
|
|
$ |
10,165 |
|
|
$ |
15,690 |
|
|
$ |
5,558 |
|
|
$ |
(26,044 |
) |
|
$ |
19,610 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tobacco settlement accruals |
|
$ |
|
|
|
$ |
|
|
|
$ |
3,055 |
|
|
$ |
33 |
|
|
$ |
|
|
|
$ |
3,088 |
|
Accounts payable and other accrued
liabilities |
|
|
540 |
|
|
|
5 |
|
|
|
684 |
|
|
|
78 |
|
|
|
|
|
|
|
1,307 |
|
Due to related party |
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
3 |
|
|
|
|
|
|
|
5 |
|
Deferred revenue, related party |
|
|
|
|
|
|
|
|
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
27 |
|
Short-term intercompany notes and
interest payable |
|
|
40 |
|
|
|
404 |
|
|
|
2 |
|
|
|
206 |
|
|
|
(652 |
) |
|
|
|
|
Other intercompany payables |
|
|
|
|
|
|
|
|
|
|
81 |
|
|
|
6 |
|
|
|
(87 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
580 |
|
|
|
409 |
|
|
|
3,851 |
|
|
|
326 |
|
|
|
(739 |
) |
|
|
4,427 |
|
Intercompany notes |
|
|
1,417 |
|
|
|
|
|
|
|
|
|
|
|
2,315 |
|
|
|
(3,732 |
) |
|
|
|
|
Long-term debt |
|
|
4,437 |
|
|
|
134 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,571 |
|
Deferred income taxes, net |
|
|
|
|
|
|
3 |
|
|
|
785 |
|
|
|
563 |
|
|
|
(25 |
) |
|
|
1,326 |
|
Long-term retirement benefits (less
current portion) |
|
|
45 |
|
|
|
18 |
|
|
|
1,040 |
|
|
|
60 |
|
|
|
|
|
|
|
1,163 |
|
Other noncurrent liabilities |
|
|
22 |
|
|
|
91 |
|
|
|
265 |
|
|
|
5 |
|
|
|
|
|
|
|
383 |
|
Shareholders equity |
|
|
7,740 |
|
|
|
9,510 |
|
|
|
9,749 |
|
|
|
2,289 |
|
|
|
(21,548 |
) |
|
|
7,740 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
14,241 |
|
|
$ |
10,165 |
|
|
$ |
15,690 |
|
|
$ |
5,558 |
|
|
$ |
(26,044 |
) |
|
$ |
19,610 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
243 |
|
|
$ |
25 |
|
|
$ |
1,623 |
|
|
$ |
324 |
|
|
$ |
|
|
|
$ |
2,215 |
|
Short-term investments |
|
|
|
|
|
|
|
|
|
|
377 |
|
|
|
|
|
|
|
|
|
|
|
377 |
|
Accounts receivable, net |
|
|
|
|
|
|
|
|
|
|
41 |
|
|
|
32 |
|
|
|
|
|
|
|
73 |
|
Accounts receivable, related party |
|
|
|
|
|
|
|
|
|
|
75 |
|
|
|
5 |
|
|
|
|
|
|
|
80 |
|
Notes receivable |
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Other receivables |
|
|
7 |
|
|
|
1 |
|
|
|
14 |
|
|
|
3 |
|
|
|
|
|
|
|
25 |
|
Inventories |
|
|
|
|
|
|
|
|
|
|
908 |
|
|
|
290 |
|
|
|
(2 |
) |
|
|
1,196 |
|
Deferred income taxes, net |
|
|
11 |
|
|
|
1 |
|
|
|
814 |
|
|
|
19 |
|
|
|
|
|
|
|
845 |
|
Prepaid expenses and other |
|
|
6 |
|
|
|
|
|
|
|
168 |
|
|
|
6 |
|
|
|
|
|
|
|
180 |
|
53
Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
|
|
|
|
Other |
|
|
Non- |
|
|
|
|
|
|
|
|
|
Guarantor |
|
|
Issuer |
|
|
Guarantors |
|
|
Guarantors |
|
|
Eliminations |
|
|
Consolidated |
|
Short-term intercompany notes and
interest receivable |
|
|
82 |
|
|
|
109 |
|
|
|
446 |
|
|
|
|
|
|
|
(637 |
) |
|
|
|
|
Other intercompany receivables |
|
|
153 |
|
|
|
|
|
|
|
|
|
|
|
29 |
|
|
|
(182 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
502 |
|
|
|
137 |
|
|
|
4,466 |
|
|
|
708 |
|
|
|
(821 |
) |
|
|
4,992 |
|
Property, plant and equipment, net |
|
|
8 |
|
|
|
|
|
|
|
936 |
|
|
|
130 |
|
|
|
(1 |
) |
|
|
1,073 |
|
Trademarks, net |
|
|
|
|
|
|
|
|
|
|
1,867 |
|
|
|
1,540 |
|
|
|
|
|
|
|
3,407 |
|
Goodwill |
|
|
|
|
|
|
|
|
|
|
5,302 |
|
|
|
2,872 |
|
|
|
|
|
|
|
8,174 |
|
Other intangibles, net |
|
|
|
|
|
|
|
|
|
|
199 |
|
|
|
3 |
|
|
|
|
|
|
|
202 |
|
Long-term intercompany notes |
|
|
2,120 |
|
|
|
225 |
|
|
|
1,310 |
|
|
|
|
|
|
|
(3,655 |
) |
|
|
|
|
Investment in subsidiaries |
|
|
10,848 |
|
|
|
9,240 |
|
|
|
87 |
|
|
|
|
|
|
|
(20,175 |
) |
|
|
|
|
Other assets and deferred charges |
|
|
186 |
|
|
|
34 |
|
|
|
534 |
|
|
|
51 |
|
|
|
(24 |
) |
|
|
781 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
13,664 |
|
|
$ |
9,636 |
|
|
$ |
14,701 |
|
|
$ |
5,304 |
|
|
$ |
(24,676 |
) |
|
$ |
18,629 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tobacco settlement accruals |
|
$ |
|
|
|
$ |
|
|
|
$ |
2,425 |
|
|
$ |
24 |
|
|
$ |
|
|
|
$ |
2,449 |
|
Accounts payable and other accrued
liabilities |
|
|
391 |
|
|
|
5 |
|
|
|
873 |
|
|
|
143 |
|
|
|
|
|
|
|
1,412 |
|
Due to related party |
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
3 |
|
|
|
|
|
|
|
7 |
|
Deferred revenue, related party |
|
|
|
|
|
|
|
|
|
|
35 |
|
|
|
|
|
|
|
|
|
|
|
35 |
|
Short-term intercompany notes and
interest payable |
|
|
34 |
|
|
|
403 |
|
|
|
3 |
|
|
|
197 |
|
|
|
(637 |
) |
|
|
|
|
Other intercompany payables |
|
|
|
|
|
|
14 |
|
|
|
168 |
|
|
|
|
|
|
|
(182 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
425 |
|
|
|
422 |
|
|
|
3,508 |
|
|
|
367 |
|
|
|
(819 |
) |
|
|
3,903 |
|
Intercompany notes |
|
|
1,310 |
|
|
|
|
|
|
|
2 |
|
|
|
2,343 |
|
|
|
(3,655 |
) |
|
|
|
|
Long-term debt |
|
|
4,383 |
|
|
|
132 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,515 |
|
Deferred income taxes, net |
|
|
|
|
|
|
2 |
|
|
|
643 |
|
|
|
563 |
|
|
|
(24 |
) |
|
|
1,184 |
|
Long-term retirement benefits (less
current portion) |
|
|
44 |
|
|
|
18 |
|
|
|
1,046 |
|
|
|
59 |
|
|
|
|
|
|
|
1,167 |
|
Other noncurrent liabilities |
|
|
36 |
|
|
|
92 |
|
|
|
262 |
|
|
|
4 |
|
|
|
|
|
|
|
394 |
|
Shareholders equity |
|
|
7,466 |
|
|
|
8,970 |
|
|
|
9,240 |
|
|
|
1,968 |
|
|
|
(20,178 |
) |
|
|
7,466 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
13,664 |
|
|
$ |
9,636 |
|
|
$ |
14,701 |
|
|
$ |
5,304 |
|
|
$ |
(24,676 |
) |
|
$ |
18,629 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 16Subsequent Event
On April 29, 2008, RAIs board of directors authorized RAIs repurchase, from time to time on
or before April 30, 2009, of up to $350 million of outstanding shares of RAI common stock in open
market or privately negotiated transactions. The repurchases are subject to prevailing market and
business conditions, and the program may be terminated or suspended at any time. In connection
with the share repurchase program, RAI and B&W entered into an agreement, pursuant to which B&W has
agreed to participate in the repurchase program on a basis approximately proportionate with B&Ws
percentage ownership of RAIs equity. As of April 29, 2008, B&W owned approximately 42% of RAIs
issued and outstanding common stock. This repurchase program supersedes the $30 million repurchase
program authorized on February 5, 2008, the purpose of which had been to offset the dilution from
shares issued under certain equity-based benefit plans.
54
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
The following is a discussion and analysis of RAIs business, initiatives, critical accounting
policies and its consolidated results of operations and financial condition. Following the
overview and discussion of business initiatives, the critical accounting policies disclose certain
accounting policies that are material to RAIs results of operations and financial condition for
the periods presented in this report. The discussion and analysis of RAIs results of operations
compares the first quarter of 2008 with the first quarter of 2007. Disclosures related to
liquidity and financial condition complete managements discussion and analysis. You should read
this discussion and analysis of RAIs consolidated financial condition and results of operations in
conjunction with the financial information included in the condensed consolidated financial
statements (unaudited).
Overview and Initiatives
RAIs reportable operating segments are RJR Tobacco and Conwood. RJR Tobacco consists of the
primary operations of R. J. Reynolds Tobacco Company. Conwood consists of the Conwood companies
and Lane. RAIs wholly owned operating subsidiaries Santa Fe and GPI, among others, are included
in All Other.
RAIs largest reportable operating segment, RJR Tobacco, is the second largest cigarette
manufacturer in the United States. RJR Tobaccos largest selling cigarette brands, CAMEL, KOOL,
PALL MALL, DORAL and WINSTON, are five of the ten best-selling brands of cigarettes in the United
States as of March 31, 2008. Those brands, and its other brands, including SALEM, MISTY and CAPRI,
are manufactured in a variety of styles and marketed in the United States to meet a range of adult
smoker preferences. RJR Tobacco also manages contract manufacturing of cigarettes and tobacco
products through arrangements with BAT affiliates. On January 1, 2008, the contract manufacturing
business of GPI transferred to RJR Tobacco.
RAIs other reportable segment, Conwood, is the second largest smokeless tobacco products
manufacturer in the United States. Conwoods primary brands include its largest selling moist
snuff brands, GRIZZLY and KODIAK, two of the six best-selling brands of moist snuff in the United
States, and LEVI GARRETT, a loose leaf brand. Conwoods other products include dry snuff, plug and
twist tobacco products. Conwood also distributes a variety of other tobacco products including
WINCHESTER and CAPTAIN BLACK little cigars, and BUGLER roll-your-own tobacco.
The disclosures classified as All Other include the total assets and results of operations of
Santa Fe and GPI. Santa Fe manufactures and markets cigarettes and other tobacco products under
the NATURAL AMERICAN SPIRIT brand. Beginning January 1, 2008, the management of RJR Tobaccos
super premium brands, including DUNHILL and STATE EXPRESS 555 cigarette brands was transferred to
Santa Fe from RJR Tobacco. GPI manufactures and exports tobacco products to U.S. territories,
U.S. duty-free shops and U.S. overseas military bases and manages the international businesses of
Conwood and Santa Fe.
RJR Tobacco
RJR Tobacco primarily conducts business in the highly competitive U.S. cigarette market with a
few large manufacturers and many smaller participants. The U.S. cigarette market is a mature
market in which overall consumer demand has declined since 1981 and is expected to continue to
decline. Trade inventory adjustments may result in short-term changes in demand for RJR Tobaccos
products when wholesale and retail tobacco distributors adjust the timing of their purchases of
product to manage their inventory levels. RJR Tobacco believes it is not appropriate for it to
speculate on other external factors that may impact the purchasing decisions of the wholesale and
retail tobacco distributors.
Competition is based primarily on brand positioning, including price, product attributes and
packaging, consumer loyalty, promotions, advertising and retail presence. Cigarette brands produced
by the major manufacturers generally require competitive pricing, substantial marketing support,
retail programs and other incentives to maintain or improve a brands market position or to
introduce a new brand style. Most recently, competition among the major manufacturers has
broadened to include a new smokeless, spitless category, known as snus. Snus is pasteurized
tobacco that is currently sold in a small pouch that provides discreet and convenient tobacco
consumption. Other cigarette manufacturers and smokeless tobacco manufacturers also are testing
products in this new category. RJR Tobacco is expanding snus into additional markets in the first
half of 2008.
55
RJR Tobacco is committed to building and maintaining a portfolio of profitable brands. RJR
Tobaccos marketing programs are designed to strengthen brand image, build brand awareness and
loyalty, and switch adult smokers of competing brands to RJR Tobacco brands. In addition to
building strong brand equity, RJR Tobaccos
marketing approach utilizes a retail pricing strategy, including discounting at retail, to
defend certain brands shares of market against competitive pricing pressure. RJR Tobaccos
competitive pricing methods include list price changes, discounting programs, such as retail
buydowns, free product promotions and consumer coupons. Retail buydowns refer to payments made to
the retailer to reduce the price that consumers pay at retail. Consumer coupons are distributed by
a variety of methods, including in, or on, the cigarette pack and by direct mail. Free product
promotions include offers such as Buy 2 packs, Get 1 pack free. Competitive discounting has
increased significantly over time as a result of, among other things, higher state excise taxes and
the strength of deep-discount brands. Deep-discount brands are brands marketed by manufacturers
that are not original participants in the MSA, and accordingly, do not have cost structures
burdened with MSA payments to the same extent as the original participating manufacturers.
RJR Tobaccos brand portfolio strategy is based upon three categories: growth, support and
non-support. The growth brands consist of two premium brands, CAMEL and KOOL, and a value brand,
PALL MALL. Although all of these brands are managed for long-term market share and profit growth,
CAMEL and KOOL receive the most significant investment support. The support brands include three
premium brands, WINSTON, SALEM and CAPRI, and two value brands, DORAL and MISTY, all of which
receive limited marketing support. All remaining brands are non-support brands, and are managed to
maximize near-term profitability. RJR Tobacco expects this focused portfolio strategy will result
in growth in total RJR Tobacco share, as gains on growth brands more than offset declines among
other brands.
Conwood
Conwood offers a range of differentiated smokeless and other tobacco products to adult
consumers. Conwood has offerings in the following smokeless tobacco markets: moist snuff, loose
leaf, dry snuff, plug and twist tobacco. The moist snuff category is divided into premium and
price-value brands. The moist snuff category has developed many of the characteristics of the larger cigarette market, including pricing
tiers with intense competition, focused marketing programs and significant product innovation.
GRIZZLY, the nations largest price-value brand, has led to Conwoods increased share of the
smokeless market. KODIAK is Conwoods leading premium brand.
In contrast to the declining U.S. cigarette market, U.S. moist snuff volumes grew at 6% in the
first quarter of 2008 compared with the first quarter of 2007, driven by the accelerated growth of price-value brands. Profit margins on moist snuff
products are generally higher than on cigarette products. Moist snuffs growth is partially
attributable to cigarette smokers switching from cigarettes to smokeless tobacco products or using
both. Within the moist snuff category, premium brands have lost market share to price-value
brands, led by GRIZZLY, in recent years.
Conwood faces significant competition in the smokeless tobacco categories. Similar to the
cigarette market, competition is based primarily on brand positioning and price, as well as product
attributes and packaging, consumer loyalty, promotions, advertising and retail presence. Recently,
a cigarette manufacturer began testing moist snuff products.
Critical Accounting Policies
GAAP requires estimates and assumptions to be made that affect the reported amounts in RAIs
condensed consolidated financial statements (unaudited) and accompanying notes. Some of these
estimates require difficult, subjective and/or complex judgments about matters that are inherently
uncertain, and as a result, actual results could differ from those estimates. Due to the
estimation processes involved, the following summarized accounting policies and their application
are considered to be critical to understanding the business operations, financial condition and
results of operations of RAI and its subsidiaries. For information related to these and other
significant accounting policies, see note 1 to condensed consolidated financial statements
(unaudited).
Litigation
RAI discloses information concerning litigation for which an unfavorable outcome is more than
remote. RAI and its subsidiaries record their legal expenses and other litigation costs and
related administrative costs as selling,
56
general and administrative expenses as those costs are
incurred. RAI and its subsidiaries will record any loss related to litigation at such time as an
unfavorable outcome becomes probable and the amount can be reasonably estimated. When the
reasonable estimate is a range, the recorded loss will be the best estimate within the range. If
no amount in the range is a better estimate than any other amount, the minimum amount of the range
will be recorded.
As discussed in note 10 to condensed consolidated financial statements (unaudited), RJR
Tobacco, the Conwood companies and their affiliates, including RAI, and indemnitees, have been
named in a number of tobacco-related legal actions, proceedings or claims seeking damages in
amounts ranging into the hundreds of millions or even billions of dollars. Unfavorable judgments
have been returned in a number of tobacco-related cases and state enforcement actions. As of April
11, 2008, RJR Tobacco had paid approximately $12 million since January 1, 2006, related to such
unfavorable judgments.
RAI and its subsidiaries believe that they have
valid bases for appeal of adverse verdicts against them and have valid defenses to all actions, and
they intend to defend all actions vigorously. RAIs management continues to conclude that the loss
of any particular smoking and health tobacco litigation claim against RJR Tobacco or its affiliates
or indemnitees, including B&W, or the loss of any particular claim concerning the use of smokeless
tobacco against the Conwood companies, when viewed on an individual basis, is not probable or
estimable. RJR has liabilities totaling $94 million that were recorded in 1999 in connection with
certain indemnification claims, not related to smoking and health, asserted by JTI against RJR and
RJR Tobacco, relating to the activities of Northern Brands and related litigation.
Litigation is subject to many uncertainties, and it is possible that some of the
tobacco-related legal actions, proceedings or claims could ultimately be decided against RJR
Tobacco, the Conwood companies or their affiliates, including RAI, and indemnitees. Any
unfavorable outcome of such actions could have a material adverse effect on the consolidated
results of operations, financial position or cash flows of RAI or its subsidiaries.
Settlement Agreements
RJR Tobacco, Santa Fe and Lane are participants in the Master Settlement Agreement, and RJR
Tobacco is a participant in other state settlement agreements related to governmental health-care
cost recovery actions. Their obligations and the related expense charges under the MSA are subject
to adjustments based upon, among other things, the volume of cigarettes sold by the operating
subsidiaries, their relative market share and inflation. Since relative market share is based on
cigarette shipments, the best estimate of the allocation of charges under these agreements is
recorded in cost of products sold as the products are shipped. Adjustments to these estimates are
recorded in the period that the change becomes probable and the amount can be reasonably estimated.
The Conwood companies are not participants in the MSA. For more information related to historical
and expected settlement expenses and payments under the MSA, see Litigation Affecting the
Cigarette IndustryHealth-Care Cost Recovery CasesMSA and MSAEnforcement and Validity in note
10 to condensed consolidated financial statements (unaudited).
Income Taxes
Tax law requires certain items to be included in taxable income at different times than is
required for book reporting purposes under SFAS No. 109, Accounting for Income Taxes. These
differences may be permanent or temporary in nature. FIN No. 48, Accounting for Uncertainty in
Income Taxes, clarifies SFAS No. 109 by providing guidance for consistent reporting of uncertain
income tax positions recognized in a companys financial statements.
RAI determines its annual effective income tax rate based on forecasted pre-tax book income
and forecasted permanent book and tax differences. The rate is established at the beginning of the
year and is evaluated on a quarterly basis. Any changes to the forecasted information may cause
the effective rate to be adjusted. Additional tax, interest, and penalties associated with
uncertain tax positions are recognized in tax expense on a quarterly basis.
To the extent that any book and tax differences are temporary in nature, that is, the book
realization will occur in a different period than the tax realization, a deferred tax asset or
liability is established as required under SFAS No. 109. To the extent that a deferred tax asset
is created, management evaluates RAIs ability to realize this asset. Management currently
believes it is more likely than not that the deferred tax assets recorded in RAIs condensed
consolidated balance sheet (unaudited) will be realized. To the extent a deferred tax liability is
established under SFAS No. 109, it is recorded, tracked and, once it becomes currently due and
payable, paid to the taxing authorities.
57
The condensed consolidated financial statements (unaudited) reflect managements best estimate
of RAIs current and deferred tax liabilities and assets. Future events, including but not limited
to, additional resolutions with taxing authorities could have an impact on RAIs current estimate
of tax liabilities, realization of tax assets and upon RAIs effective income tax rate.
Recently Adopted Accounting Pronouncements
Effective January 1, 2008, RAI adopted SFAS No. 157, Fair Value Measurements, for financial
assets and financial liabilities. SFAS No. 157 does not require any new fair value measurements
but provides a definition of fair value, establishes a framework for measuring fair value and
expands disclosure about fair value measurements. RAI will adopt SFAS No. 157 for nonfinancial
assets and nonfinancial liabilities on January 1, 2009. The adoption of SFAS No. 157 on financial
assets and financial liabilities did not have a material impact on RAIs consolidated results of
operations, financial position or cash flows. RAI is currently assessing the impact of SFAS No.
157 for nonfinancial assets and nonfinancial liabilities on its consolidated results of operations,
financial position or cash flows.
Recently Issued Accounting Pronouncements
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities-an amendment of FASB Statement No. 133. SFAS No. 161 seeks qualitative
disclosures about the objectives and strategies for using derivatives, quantitative data about the
fair value of and gains and losses on derivative contracts, and details of credit-risk-related
contingent features in hedged positions. SFAS No. 161 also seeks enhanced disclosure around
derivative instruments in financial statements, accounting under SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities, and how hedges affect an entitys financial
position, financial performance and cash flows. SFAS No. 161 is effective for RAI as of January 1,
2009. RAI does not expect the adoption of SFAS No. 161 to have a material impact on its
consolidated results of operations, financial position or cash flows.
Results of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2008 |
|
|
2007 |
|
|
% Change |
|
Net sales:1 |
|
|
|
|
|
|
|
|
|
|
|
|
RJR Tobacco |
|
$ |
1,787 |
|
|
$ |
1,907 |
|
|
|
(6.3 |
)% |
Conwood |
|
|
167 |
|
|
|
155 |
|
|
|
7.7 |
% |
All Other |
|
|
103 |
|
|
|
86 |
|
|
|
19.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
|
2,057 |
|
|
|
2,148 |
|
|
|
(4.2 |
)% |
Cost of products sold1, 2 |
|
|
1,164 |
|
|
|
1,175 |
|
|
|
(0.9 |
)% |
Selling, general and administrative expenses |
|
|
382 |
|
|
|
393 |
|
|
|
(2.8 |
)% |
Amortization expense |
|
|
5 |
|
|
|
6 |
|
|
|
(16.7 |
)% |
Operating income: |
|
|
|
|
|
|
|
|
|
|
|
|
RJR Tobacco |
|
|
415 |
|
|
|
488 |
|
|
|
(15.0 |
)% |
Conwood |
|
|
81 |
|
|
|
80 |
|
|
|
1.9 |
% |
All Other |
|
|
36 |
|
|
|
35 |
|
|
|
2.9 |
% |
Corporate expense |
|
|
(26 |
) |
|
|
(29 |
) |
|
|
(10.3 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
506 |
|
|
$ |
574 |
|
|
|
(11.8 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Excludes excise taxes of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
RJR Tobacco |
|
$ |
391 |
|
|
$ |
448 |
|
|
|
|
|
Conwood |
|
|
5 |
|
|
|
4 |
|
|
|
|
|
All Other |
|
|
41 |
|
|
|
42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
437 |
|
|
$ |
494 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58
|
|
|
2 |
|
See below for further information related to MSA settlement and federal tobacco
buyout expense included in cost of products sold. |
RJR Tobacco
Net Sales
Domestic shipment volume, in billions of units for RJR Tobacco and the industry, were as
follows1:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
2008 |
|
|
2007 |
|
|
% Change |
|
Growth brands: |
|
|
|
|
|
|
|
|
|
|
|
|
CAMEL excluding non-filter |
|
|
5.3 |
|
|
|
5.6 |
|
|
|
(6.4 |
)% |
KOOL |
|
|
2.5 |
|
|
|
2.7 |
|
|
|
(6.3 |
)% |
PALL MALL |
|
|
1.6 |
|
|
|
1.6 |
|
|
|
(1.6 |
)% |
|
|
|
|
|
|
|
|
|
|
|
Total growth brands |
|
|
9.4 |
|
|
|
9.9 |
|
|
|
(5.6 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Support brands |
|
|
8.8 |
|
|
|
10.0 |
|
|
|
(12.6 |
)% |
Non-support brands |
|
|
2.7 |
|
|
|
3.7 |
|
|
|
(26.5 |
)% |
|
|
|
|
|
|
|
|
|
|
|
Total domestic |
|
|
20.8 |
|
|
|
23.6 |
|
|
|
(11.8 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total premium |
|
|
13.2 |
|
|
|
14.7 |
|
|
|
(10.1 |
)% |
Total value |
|
|
7.7 |
|
|
|
9.0 |
|
|
|
(14.6 |
)% |
Premium/Total mix |
|
|
63.2 |
% |
|
|
62.0 |
% |
|
|
|
|
|
Industry2: |
|
|
|
|
|
|
|
|
|
|
|
|
Premium |
|
|
58.8 |
|
|
|
60.8 |
|
|
|
(3.3 |
)% |
Value |
|
|
21.6 |
|
|
|
22.4 |
|
|
|
(3.6 |
)% |
|
|
|
|
|
|
|
|
|
|
|
Total domestic |
|
|
80.4 |
|
|
|
83.2 |
|
|
|
(3.3 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premium/Total mix |
|
|
73.1 |
% |
|
|
73.1 |
% |
|
|
|
|
|
|
|
1 |
|
Amounts presented in this table are rounded on an individual basis and, accordingly,
may not sum on an aggregate basis. |
|
2 |
|
Based on information from Management Science Associates, Inc., referred to as MSAi.
Prior year amounts have been restated to reflect current methodology. |
RJR Tobaccos net sales are dependent upon its shipment volume in a declining market, premium
versus value-brand mix and list pricing, offset by promotional spending, trade incentives and
federal excise taxes. RJR Tobaccos net sales for the first quarter of 2008 decreased $120
million, or 6.3%, from the comparable prior-year quarter, attributable to $233 million lower
volume, partially offset by higher pricing, net of promotional spending. Total domestic shipment
volume decreased 11.8% in the first quarter of 2008 compared with the prior year. RJR Tobaccos
decreases in net sales and shipment volume reflect higher pricing and increased competitive promotional spending, as
well as a reduction of inventory at the wholesale level. RJR
Tobaccos sales and shipment volume were also impacted by RJR
Tobaccos discontinuation of certain lower-priced,
low-margin brands. In addition, RJR Tobaccos consumers are believed to
be more price-sensitive than consumers of competing brands and,
therefore, are more greatly affected by economic pressures. Industry shipment volume for the
first quarter of 2008 was down 3.3% from the comparable quarter in the prior year.
RJR Tobaccos full-year 2008 shipment volume decline is expected to be approximately 7% to 9%.
The shares of RJR Tobacco as a percentage of total share of U.S. retail cigarette sales
according to data1 from Information Resources, Inc./Capstone Research Inc., collectively
referred to as IRI, were as follows:
59
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended2 |
|
|
March 31, |
|
December 31, |
|
Share Point |
|
March 31, |
|
Share Point |
|
|
2008 |
|
2007 |
|
Change |
|
2007 |
|
Change |
Growth brands: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAMEL excluding non-filter |
|
|
7.9 |
% |
|
|
7.9 |
% |
|
|
|
|
|
|
7.4 |
% |
|
|
0.5 |
|
KOOL |
|
|
3.1 |
% |
|
|
3.1 |
% |
|
|
|
|
|
|
3.2 |
% |
|
|
(0.1 |
) |
PALL MALL |
|
|
2.2 |
% |
|
|
2.2 |
% |
|
|
|
|
|
|
2.0 |
% |
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total growth brands |
|
|
13.2 |
% |
|
|
13.2 |
% |
|
|
|
|
|
|
12.6 |
% |
|
|
0.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Support brands |
|
|
11.0 |
% |
|
|
11.3 |
% |
|
|
(0.3 |
) |
|
|
12.0 |
% |
|
|
(1.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-support brands |
|
|
3.8 |
% |
|
|
4.1 |
% |
|
|
(0.3 |
) |
|
|
4.8 |
% |
|
|
(1.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total domestic |
|
|
28.0 |
% |
|
|
28.5 |
% |
|
|
(0.5 |
) |
|
|
29.4 |
% |
|
|
(1.4 |
) |
|
|
|
1 |
|
Retail share of U.S. cigarette sales data is included in this document because it is
used by RJR Tobacco primarily as an indicator of the relative performance of industry
participants, and brands and market trends. You should not rely on the market share data
reported by IRI as being a precise measurement of actual market share because IRI is not able
to effectively track all volume. Moreover, you should be aware that in a product market
experiencing overall declining consumption, a particular product can experience increasing
market share relative to competing products, yet still be subject to declining consumption
volumes. |
|
2 |
|
Amounts presented in this table are rounded on an individual basis and, accordingly,
may not sum on an aggregate basis. |
The retail share of market of CAMELs filtered styles remained stable in the first quarter of
2008 compared with the prior quarter and increased 0.5 share points from the first quarter of 2007.
During the first quarter of 2008, CAMEL launched updated packaging and smoother blends for its
core styles. CAMEL also introduced CAMEL Crush in test markets during the first quarter of 2008.
CAMEL Crush is an innovative and unique cigarette that uses RJR Tobaccos technology to provide
adult smokers the option of changing each cigarette from regular to menthol by crushing a capsule
in the filter. Continuing its planned expansion, CAMEL Snus will enter nine additional test
markets during the first half of 2008. KOOLs market share in the first quarter of 2008 was stable
compared with the prior quarter and down slightly compared to prior-year. PALL MALLs market share was
stable in the first quarter of 2008 compared with the previous
quarter and up slightly from the comparable quarter of 2007.
PALL MALL plans to introduce more stylish, round-corner packs in the
second quarter of 2008.
The combined share of market of RJR Tobaccos growth brands during the first three months of
2008 showed improvement over the comparative prior-year period. However, as expected, the decline
in share of support and non-support brands more than offset the gains on the growth brands.
Operating Income
RJR Tobaccos operating income for the first quarter of 2008 decreased $73 million to $415
million, or 23.2% of net sales, from $488 million, or 25.6% of net sales, in the comparable
prior-year quarter. Increased MSA settlement expense and volume declines during 2008 were partially offset
by higher pricing and improvements in productivity.
RJR Tobaccos MSA settlement and federal tobacco buyout expenses, included in cost of products
sold, are detailed in the schedule below:
|
|
|
|
|
|
|
|
|
|
|
For The Three Months |
|
|
|
Ended March 31, |
|
|
|
2008 |
|
|
2007 |
|
Settlements |
|
$ |
644 |
|
|
$ |
666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal tobacco quota buyout |
|
$ |
60 |
|
|
$ |
68 |
|
|
|
|
|
|
|
|
MSA expenses are expected to be approximately $2.7 billion in 2008, subject to adjustment for
changes in volume and other factors, and the federal tobacco quota buyout is expected to be
approximately $250 million in 2008. For additional information, see Litigation Affecting the
Cigarette IndustryHealth-Care Cost Recovery Cases MSA and Tobacco Buyout Legislation and
Related Litigation in note 10 to condensed consolidated financial statements (unaudited).
Selling, general and administrative expenses include the costs of litigating and administering
product liability claims, as well as other legal expenses. RJR Tobaccos product liability defense
costs were $28 million in each of the quarters ended March 31, 2008 and 2007.
60
Product liability cases generally include the following types of smoking and health related
cases:
|
|
|
Individual Smoking and Health; |
|
|
|
|
Engle Progeny; |
|
|
|
|
Broin II; |
|
|
|
|
Class Actions; and |
|
|
|
|
Health-Care Cost Recovery Cases. |
Product liability defense costs include the following items:
|
|
|
direct and indirect compensation, fees and related costs and expenses for
internal legal and related administrative staff administering product liability
claims; |
|
|
|
|
fees and cost reimbursements paid to outside attorneys; |
|
|
|
|
direct and indirect payments to third party vendors for litigation support
activities; |
|
|
|
|
expert witness costs and fees; and |
|
|
|
|
payments to fund legal defense costs for the now dissolved Council for Tobacco
ResearchU.S.A. |
Numerous factors affect the amount of product liability defense costs. The most important
factors are the number of cases pending and the number of cases in trial or in preparation for
trial (that is, with active discovery and motions practice). See Litigation Affecting the
Cigarette IndustryOverview for detailed information regarding the number and type of cases pending, and Litigation Affecting
the Cigarette IndustryScheduled Trials for detailed information regarding the number
and nature of cases in trial and scheduled for trial through
March 31, 2009 in note 10 to condensed consolidated financial statements (unaudited)
..
RJR Tobacco expects that the factors described above will continue to have the primary impact
on its product liability defense costs in the future. Given the level of activity in cases in
preparation for trial, in trial and on appeal, and the amount of product liability defense costs
incurred by RJR Tobacco in the past, RJR Tobaccos recent experiences in defending its product
liability cases, and the reasonably anticipated level of activity in RJR Tobaccos pending cases
and possible new cases, RJR Tobacco does not expect that the variances in its product liability
defense costs will be significantly different than they have been historically, aside from the
assumption of certain B&W litigation and the increased individual case filings in Florida due to
the Engle decision. See Litigation Affecting the Cigarette IndustryEngle Progeny Cases and
Litigation Affecting the Cigarette IndustryClass Action SuitsEngle Case in note 10 to
condensed consolidated financial statements (unaudited) for additional information. However, it is
possible that adverse developments in the factors discussed above, as well as other circumstances
beyond the control of RJR Tobacco, could have a material adverse effect on the financial condition,
results of operations or cash flows of RAI or its subsidiaries. Those other circumstances beyond
the control of RJR Tobacco include the results of present and future trials and appeals, and the
development of possible new theories of liability by plaintiffs and their counsel.
61
Conwood
The shipment volume, in millions of cans, for Conwood was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended1 |
|
|
|
March 31, |
|
|
March 31, |
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
% Change |
|
Premium: |
|
|
|
|
|
|
|
|
|
|
|
|
KODIAK |
|
|
13.1 |
|
|
|
12.8 |
|
|
|
1.9 |
% |
Other |
|
|
0.6 |
|
|
|
0.8 |
|
|
|
(16.0 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13.7 |
|
|
|
13.6 |
|
|
|
0.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Price-value: |
|
|
|
|
|
|
|
|
|
|
|
|
GRIZZLY |
|
|
61.7 |
|
|
|
54.3 |
|
|
|
13.7 |
% |
Other |
|
|
0.5 |
|
|
|
0.6 |
|
|
|
(25.8 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62.2 |
|
|
|
54.9 |
|
|
|
13.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
Total moist snuff |
|
|
75.9 |
|
|
|
68.5 |
|
|
|
10.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Amounts presented in this table are rounded on an individual basis and, accordingly, may not sum on an aggregate basis. |
The Conwood shares of the moist snuff category as a percentage of total share of
U.S. shipments of moist snuff, according to distributor reported data1 processed by
MSAi, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended2 |
|
|
March 31, |
|
December 31, |
|
Share Point |
|
March 31, |
|
Share Point |
|
|
2008 |
|
2007 |
|
Change |
|
2007 |
|
Change |
Premium: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KODIAK |
|
|
4.4 |
% |
|
|
4.4 |
% |
|
|
|
|
|
|
4.5 |
% |
|
|
(0.2 |
) |
Other |
|
|
0.2 |
% |
|
|
0.2 |
% |
|
|
|
|
|
|
0.3 |
% |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.6 |
% |
|
|
4.6 |
% |
|
|
|
|
|
|
4.8 |
% |
|
|
(0.3 |
) |
Price-value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GRIZZLY |
|
|
22.1 |
% |
|
|
21.9 |
% |
|
|
0.2 |
|
|
|
20.6 |
% |
|
|
1.6 |
|
Other |
|
|
0.2 |
% |
|
|
0.2 |
% |
|
|
|
|
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22.3 |
% |
|
|
22.1 |
% |
|
|
0.2 |
|
|
|
20.8 |
% |
|
|
1.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total moist snuff |
|
|
26.9 |
% |
|
|
26.7 |
% |
|
|
0.2 |
|
|
|
25.6 |
% |
|
|
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Distributor shipments-to-retail share of U.S. moist snuff is included in this document because it is used by Conwood
primarily as an indicator of the relative performance of industry participants, and brands and market trends. You should not rely
on the market share data reported by distributors and processed by MSAi as being a precise measurement of actual market share
because this distributor data set is not able to effectively track all volume. |
|
2 |
|
Amounts presented in this table are rounded on an individual basis and, accordingly, may not sum on an aggregate basis. |
Net Sales
Conwoods net sales for the first quarter of 2008 were $167 million compared with $155 million
in the first quarter of 2007.
GRIZZLY, Conwoods leading price-value moist snuff brand, had a share position of 22.1% of
moist snuff shipments in the first quarter of 2008; an increase of 0.2 points from the prior
quarter and an increase of 1.6 points from the first quarter of 2007. Conwood has expanded the
launch of two new GRIZZLY styles, GRIZZLY Pouches and GRIZZLY Snuff, in 2008 to build on the
brands momentum and aid in its share growth. The shipment share of KODIAK, Conwoods leading premium moist snuff brand, has
remained stable due to upgrades in packaging and in blends of KODIAKs mint and straight styles and
increased promotional activity compared with the prior quarter and the prior-year.
Operating Income
Conwoods operating income for the first quarter of 2008 increased to $81 million, or 48.8% of
net sales, from $80 million, or 51.6% of net sales, in the comparable prior-year quarter. These
changes are due to higher volume and pricing offset by increased promotional spending.
62
RAI Consolidated
Gain on termination of joint venture of $328 million for the first quarter of 2008 related to
the termination of the Reynolds-Gallaher International Sarl joint
venture. See note 3 to condensed consolidated financial statements (unaudited) for additional information related to the
joint venture termination.
Other income, net of $12 million in the first quarter of 2008 consisted primarily of $8
million of foreign exchange gain and a gain of $5 million related to the sale of a
non-consolidated equity investment.
Provision for income taxes was $291 million, or an effective rate of 36.6%, in the first
quarter of 2008 compared with $196 million, or 37.4%, in the first quarter of 2007. The effective
rate for the first quarter of 2008 was favorably impacted by a lower tax rate related to the gain
on the termination of the Reynolds-Gallaher International Sarl joint venture. The effective tax
rates exceeded the federal statutory rate of 35% primarily due to the impact of state taxes and
certain non-deductible items, offset by the estimated domestic production credit of the American
Jobs Creation Act, enacted on October 22, 2004.
Liquidity and Financial Condition
Liquidity
At present, the principal sources of liquidity for RAIs operating subsidiaries businesses
and operating needs are internally generated funds from their operations and borrowings through RAI
and RJR. Cash flows from operating activities are believed to be sufficient for the foreseeable
future to enable the operating subsidiaries to meet their obligations under the MSA, to fund their
capital expenditures and to make payments to RAI and RJR that, when combined with RAIs and RJRs
cash balances, will enable RAI and RJR to make their required debt-service payments, and enable RAI
to pay dividends to its shareholders. RAI holds investments in auction rate notes, mortgage-backed
securities, federal agency securities and treasury bills and notes. During 2007, adverse changes
in the financial markets caused certain auction rate notes and mortgage-backed securities to
revalue at lower than carrying value and become less liquid. The funds associated with the auction
rate notes and mortgage-backed securities will not be accessible until a successful auction occurs
or a buyer is found. RAI intends, and has the ability, to hold these auction rate notes and
mortgage-backed securities for a period of time sufficient to allow for anticipated recovery in
fair value. RAI considers those investments to be temporarily impaired as of March 31, 2008.
The negative impact, if any, on the sources of liquidity that could result from a decrease in
demand for products due to short-term inventory adjustments by wholesale and retail distributors,
changes in competitive pricing or accelerated declines in consumption, cannot be predicted. RAI
cannot predict its cash requirements or those of its subsidiaries related to any future settlements
or judgments, including cash required to be held in escrow or to bond any appeals, if necessary,
and RAI makes no assurance that it or its subsidiaries will be able to meet all of those
requirements.
63
Cash Flows
Net cash flows from operating activities were $878 million in the first three months of 2008,
compared with net cash flows used in operating activities of $540 million in the first three months
of 2007. This change was driven primarily by the timing of the MSA payment and lower pension
funding in 2008.
Net cash flows used in investing activities were $36 million in the first three months of
2008, compared with net cash flows from investing activities of $460 million in the prior-year
period. This change was primarily driven by higher short-term investing net proceeds in the prior
year period.
Net cash flows used in financing activities were $251 million in the first three months of
2008, compared with net cash flows used in financing activities of $285 million in the prior-year
period. This change was due to prior year stock repurchases offset by higher dividends in the
current-year period.
Dividends
On February 5, 2008, the RAI board of directors declared a quarterly cash dividend of $0.85
per common share. The dividend was paid on April 1, 2008, to shareholders of record as of March
10, 2008. On an annualized basis, the dividend rate is $3.40 per common share. The dividend
reflects RAIs dividend policy of paying dividends to the holders of RAIs common stock in an
aggregate amount that is approximately 75% of RAIs annual consolidated net income.
Share Repurchases
On February 5, 2008, RAIs board of directors authorized RAIs repurchase of $30 million of
outstanding shares of RAI common stock to offset the dilution from shares issued under certain
equity-based benefit plans. RAI also repurchases and cancels shares of its common stock forfeited
with respect to the tax liability associated with certain option exercises and vesting of
restricted stock grants under the LTIP.
On April 29, 2008, RAIs board of directors authorized RAIs repurchase, from time to time on
or before April 30, 2009, of up to $350 million of outstanding shares of RAI common stock in open
market or privately negotiated transactions. The repurchases are subject to prevailing market and
business conditions, and the program may be terminated or suspended at any time. In connection
with the share repurchase program, RAI and B&W entered into an agreement, pursuant to which B&W has
agreed to participate in the repurchase program on a basis approximately proportionate with B&Ws
percentage ownership of RAIs equity. As of April 29, 2008, B&W owned approximately 42% of RAIs
issued and outstanding common stock. This repurchase program supersedes the $30 million repurchase
program authorized on February 5, 2008.
Capital Expenditures
RAIs operating subsidiaries cash capital expenditures were $39 million for the first three
months of 2008, compared with $28 million for the first three months of 2007. The increase in 2008
was primarily due to a facility expansion at Conwood. RAIs operating subsidiaries plan to spend an
additional $130 million to $140 million for capital expenditures during the remainder of 2008,
funded primarily by cash flows from operations. Most of the capital spending will be done in the
RJR Tobacco segment. RAIs operating subsidiaries capital expenditure programs are
64
expected to
continue at a level sufficient to support their strategic and operating needs. There were no
material long-term commitments for capital expenditures as of March 31, 2008.
Debt
As of March 31, 2008, RAIs total consolidated debt consisted of RAI senior
secured notes in the aggregate principal amount of $4.3 billion with maturity dates ranging from
2009 to 2037 and RJR unsecured notes in the aggregate principal amount of $129 million, with
maturity dates ranging from 2009 to 2015.
RAI and RJR use interest rate swaps to manage interest rate risk on a portion of their debt
obligations. Under certain conditions, any fair value that results in a liability position of
certain interest rate swaps may require full collateralization with cash or securities.
At its option, RAI and RJR, as applicable, may redeem any or all of their outstanding fixed
rate notes, in whole or in part at any time, subject to the payment of a make-whole premium. RAIs
floating rate notes are redeemable at par on any interest payment date after December 15, 2008.
In 2007, RAI entered into a Fifth Amended and Restated Credit Agreement, referred to as the
Credit Facility, which provides for a five-year, $550 million senior secured revolving credit
facility, which may be increased to $900 million at the discretion of the lenders upon the request
of RAI.
The guarantors of the Credit Facility also guarantee RAIs senior secured notes. RAIs senior
secured notes are secured by a pledge of the stock, indebtedness and other obligations of RJR
Tobacco owned by or owed to RAI or any Restricted Subsidiary, as defined in the indenture governing
the notes. Such notes also are secured by any Principal Property of
RAI, as defined by the indenture, and any guarantor that is
a Restricted Subsidiary. Santa Fe and Lane are excluded from the definition of Restricted
Subsidiary. These assets constitute a portion of the security for the obligations of RAI and the
guarantors under the Credit Facility. If these assets are no longer pledged as security for the
obligations of RAI and the guarantors under the Credit Facility, or any other indebtedness of RAI,
they will be released automatically as security for RAIs senior secured notes and the related
guarantees. Generally, the terms of RAIs senior secured notes restrict the pledge of collateral
and the transfer of all or substantially all of the assets of certain of RAIs subsidiaries.
On April 7, 2008, RAI and various lending institutions party to the Credit Facility, entered
into a First Amendment to Credit Agreement, referred to as the Amendment. The Amendment, effective
as of March 31, 2008, amends the Credit Facility, subject to the Amendments specific terms and
provisions by: (1) adding a further exception to the covenant that restricts the sale of assets, so
as to permit the disposition of real properties and related assets in an aggregate amount not to
exceed $15 million; (2) modifying the covenant limiting the amount of cash, Marketable Investments
and Investment Equities that a Non-Guarantor Subsidiary, that is not a Domestic Subsidiary, as such
terms are defined in the Credit Facility, may hold; and (3) modifying certain related definitions
of the Credit Facility.
At March 31, 2008, RAI had $21 million in letters of credit outstanding under the Credit
Facility. No borrowings were outstanding, and the remaining $529 million of the Credit Facility
was available for borrowing.
As of March 31, 2008, Moodys corporate credit rating of RAI was Ba1, positive outlook, and
S&Ps rating was BB+, positive outlook. Concerns about, or lowering of, RAIs corporate ratings by
S&P or Moodys could have an adverse impact on RAIs ability to access the debt markets and could
increase borrowing costs. However, given the cash balances and operating performance of RAI and
its subsidiaries, RAIs management believes that such concerns about, or lowering of, such ratings
would not have a material adverse impact on RAIs cash flows.
RAI, RJR and their affiliates were in compliance with all covenants and restrictions imposed
by their indebtedness at March 31, 2008.
Governmental Activity
The marketing, sale, taxation and use of tobacco products have been subject to substantial
regulation by government and health officials for many years. Various state governments have
adopted or are considering, among other things, legislation and regulations that would:
|
|
|
significantly increase their taxes on tobacco products; |
65
|
|
|
restrict displays, advertising and sampling of tobacco products; |
|
|
|
|
establish fire standards compliance for cigarettes; |
|
|
|
|
raise the minimum age to possess or purchase tobacco products; |
|
|
|
|
restrict or ban the use of certain flavorings or flavor descriptors in tobacco
products; |
|
|
|
|
require the disclosure of ingredients used in the manufacture of tobacco
products; |
|
|
|
|
require the disclosure of nicotine yield information for cigarettes based on a
machine test method different from that required by the U.S. Federal Trade Commission; |
|
|
|
|
impose restrictions on smoking in public and private areas; and |
|
|
|
|
restrict the sale of tobacco products directly to consumers or other unlicensed
recipients, including over the Internet. |
In addition, during 2008, the U.S. Congress is considering regulation of the manufacture and
sale of tobacco products by the U.S. Food and Drug Administration, referred to as the FDA, and will
likely consider a further increase in the federal excise tax on cigarettes and other tobacco
products. The U.S. Congress also may consider legislation regarding:
|
|
|
regulation of environmental tobacco smoke; |
|
|
|
|
additional warnings on tobacco packaging and advertising; |
|
|
|
|
reduction or elimination of the tax deductibility of advertising expenses; |
|
|
|
|
implementation of national fire standards compliance for cigarettes; |
|
|
|
|
regulation of the retail sale of tobacco products over the Internet and in
other non-face-to-face retail transactions, such as by mail order and telephone; and |
|
|
|
|
banning of the delivery of tobacco products by the U.S. Postal Service. |
Together with manufacturers price increases in recent years and substantial increases in
state and federal taxes on tobacco products, these developments have had and will likely continue
to have an adverse effect on the sale of tobacco products.
In February 2007, proposed legislation was introduced in the U.S. House of Representatives and
the U.S. Senate that would give the FDA broad regulatory authority over tobacco products. The
proposals would grant the FDA authority to impose product standards, including standards relating
to, among other things, nicotine yields and smoke constituents, and would reinstate the FDAs 1996
proposed legislation that would have restricted marketing. The proposed legislation also would
govern modified risk products and would impose new and larger warning labels on tobacco products.
The U.S. Senate Health, Education, Labor and Pensions Committee approved the FDA regulation bill on
August 1, 2007. The Health Subcommittee of the Energy and Commerce Committee of the U.S. House of
Representatives held a hearing on the bill on October 3, 2007. On March 11, 2008, the Health
Subcommittee passed H.R. 1108, the Family Smoking Prevention and Tobacco Control Act by a vote of
18-9. The full House Energy and Commerce Committee passed the bill by a vote of 38-12. It is
likely that the bill will be considered by the House of
Representatives by end of May 2008. During
consideration of the bill, small changes were made granting small manufacturers additional time to
comply with certain portions of the proposed regulatory scheme. Retailers received some
clarification on enforcement penalties, but none of the changes could be classified as
substantially changing the scope of the bill. At this time, RAI does not know whether FDA
regulation over tobacco products will be approved by the balance of Congress or signed into law by
the President.
Cigarettes are subject to substantial excise taxes in the United States. The federal excise
tax per pack of 20 cigarettes is $0.39. In 2007, the U.S. Senate and U.S. House of Representatives
approved an increase of $0.61 in the
66
excise tax per pack of cigarettes, and proportional increases
on other tobacco products to fund expansion of the State Childrens Health Insurance Program,
referred to as SCHIP. The President vetoed the bill on October 3, 2007. On October 18, 2007, the
U.S. House of Representatives failed to override the Presidents veto of the bill. Subsequently,
the U.S. Congress passed a slightly revised version of the SCHIP bill, and the President vetoed the
bill on December 12, 2007. In January 2008, by a vote of 152-260, the U.S. House of Representatives
failed to override the veto. In between the passage of the revised legislation and the override
vote, the U.S. Congress passed an extension of SCHIP through March of 2009 without a tax increase.
At this time, RAI does not know whether any excise tax bill will be approved to
fund SCHIP or any other federal program. The adoption of any such increase could have a
material adverse effect on the business or results of operations of RJR Tobacco.
All states and the District of Columbia currently impose excise taxes at levels ranging from
$0.07 per pack in South Carolina to $2.575 per pack in New Jersey. As of March 31, 2008, the
weighted average state cigarette excise tax per pack, calculated on a 12-month rolling average
basis, was approximately $0.953, an increase compared to the 12-month rolling average of $0.914 as
of December 31, 2007. As of March 31, 2008, no state had passed an excise tax per pack increase in
2008, although on April 9, 2008, New York increased its excise tax per pack by $1.25, from $1.50 to
$2.75, effective June 3, 2008, and a number of other states are considering an increase in their
excise tax per pack during 2008. In addition, on January 1, 2008, the cigarette excise tax
increased by $1.00 per pack in two states as a result of legislation passed in 2007: Maryland (from
$1.00 to $2.00) and Wisconsin (from $0.77 to $1.77). Certain city and county governments, such as
New York and Chicago, also impose substantial excise taxes on cigarettes sold in those
jurisdictions.
Cigars are generally taxed by states on an ad valorem basis, ranging from 5% in South Carolina
to 75% in Alaska and Washington. Other states have unit-based tax schemes for cigars or tax little
cigars the same as cigarettes.
The federal excise tax on smokeless tobacco products currently is $0.195 per pound for chewing
tobacco, and $0.585 per pound for snuff. The federal tax on small cigars, defined as those weighing
three pounds or less per thousand, is $1.828 per thousand. Large cigars are taxed at a rate of
20.719% of the manufacturers price, with a cap of $48.75 per thousand.
Forty-nine states also subject smokeless tobacco to excise taxes and the Commonwealth of
Pennsylvania, which currently levies no tax on other tobacco products, may consider one during its
current legislative session. As of March 31, 2008, 37 states taxed moist snuff, and 46 states taxed
chewing tobacco, on an ad valorem basis at rates that range from 5% in South Carolina to 90% in
Massachusetts. Other states have a unit tax or a weight-based tax. In 2008, Utah passed legislation
that will change its tax on moist snuff from an ad valorem tax to a weight-based tax, but it does
not take effect until July 1, 2008. Legislation to convert from an ad valorem to a weight-based tax
also has been introduced in approximately nine other states since January 1, 2008.
On October 25, 2006, the Alcohol and Tobacco Tax and Trade Bureau of the U.S. Department of
Treasury, referred to as the TTB, issued a Notice of Proposed Rulemaking, proposing changes to the
regulations that govern the classification and labeling of cigars and cigarettes for federal excise
tax purposes. The TTB now is considering written comments that were received prior to the March 26,
2007 deadline. Both the CAPTAIN BLACK and WINCHESTER little cigar brands manufactured by Lane,
which are classified and sold as little cigars, would be re-classified as cigarettes under
these proposed regulations. Although it is not possible to fully assess and quantify the negative
impact of the proposed regulations, if adopted, on the little cigar products of Lane, the immediate
impact would be to increase the federal excise tax on such products by more than tenfold. In
addition, if little cigars are classified as cigarettes for federal excise purposes, it is possible
that the states would take the position that MSA obligations also apply to these products.
In 2003, the New York Office of Fire Prevention and Control issued a final standard with
accompanying regulations that requires all cigarettes offered for sale in New York State after
June 28, 2004, to achieve specified test results when placed on ten layers of filter paper in
controlled laboratory conditions. The cigarettes that RAIs operating companies sell in New York
State comply with this standard. As of March 31, 2008, 25 states in addition to New York, as well
as Washington, D.C., had enacted fire standards compliance legislation of their own, adopting the
same testing standard set forth in the OFPC regulations described above. Similar legislation is
being considered in a number of other states. Consistent with these state legislative trends and
its effort to increase productivity and reduce complexity, on October 25, 2007, RJR Tobacco
announced its plans to voluntarily convert all its brands to fire standards compliant paper by the
end of 2009. Varying standards from state to state could have an adverse effect on the business or
results of operations of RJR Tobacco.
It is not possible to determine what additional federal, state or local legislation or
regulations relating to smoking or cigarettes will be enacted or to predict the effect of new
legislation or regulations on RJR Tobacco or the cigarette industry in general, but any new
legislation or regulations could have an adverse effect on RJR Tobacco or the
67
cigarette industry in
general. Similarly, it is not possible to determine what additional federal, state or local
legislation or regulations relating to smokeless tobacco products will be enacted or to predict the
effect of new regulation on Conwood or smokeless tobacco products in general, but any new
legislation or regulations could have an adverse effect on Conwood.
Tobacco Buyout Legislation
For information relating to tobacco buyout legislation, see Tobacco Buyout Legislation and
Related Litigation in note 10 to condensed consolidated financial statements (unaudited).
Other Contingencies and Guarantees
For information relating to other contingencies and guarantees of RAI, RJR and RJR Tobacco,
see Other Contingencies and Guarantees in note 10 to condensed consolidated financial
statements (unaudited).
Off-Balance Sheet Arrangements
RAI has no off-balance sheet arrangements that have or are reasonably likely to have a current
or future material effect on its financial position, results of operations, liquidity, capital
expenditures or capital resources.
Cautionary Information Regarding Forward-Looking Statements
Statements included in this report that are not historical in nature are forward-looking
statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. These statements regarding future events or the future performance or results of RAI
and its subsidiaries inherently are subject to a variety of risks and uncertainties that could
cause actual results to differ materially from those described in the forward-looking statements.
These risks and uncertainties include:
|
|
|
the substantial and increasing regulation and taxation of tobacco products; |
|
|
|
|
various legal actions, proceedings and claims relating to the sale,
distribution, manufacture, development, advertising, marketing and claimed health
effects of tobacco products that are pending or may be instituted against RAI or its
subsidiaries; |
|
|
|
|
the possibility of bonding issues as a result of litigation outcomes; |
|
|
|
|
the substantial payment obligations and limitations on the advertising and
marketing of cigarettes under the MSA; |
|
|
|
|
the continuing decline in volume in the domestic cigarette industry and RAIs
dependence on the U.S. cigarette industry; |
|
|
|
|
concentration of a material amount of sales with a single customer or
distributor; |
|
|
|
|
competition from other manufacturers, including any new entrants in the
marketplace; |
|
|
|
|
increased promotional activities by competitors, including deep-discount
cigarette brands; |
|
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|
|
the success or failure of new product innovations and acquisitions; |
|
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|
|
the responsiveness of both the trade and consumers to new products, marketing
strategies and promotional programs; |
|
|
|
|
the ability to achieve efficiencies in manufacturing and distribution
operations, including outsourcing functions, without negatively affecting sales; |
|
|
|
|
the reliance on a limited number of suppliers for certain raw materials; |
68
|
|
|
the cost of tobacco leaf and other raw materials and other commodities used in
products, including future market pricing of tobacco leaf, which could adversely impact
inventory valuations; |
|
|
|
|
the effect of market conditions on foreign currency exchange rate risk,
interest rate risk and the return on corporate cash; |
|
|
|
|
declining liquidity in the financial markets; |
|
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|
the impairment of goodwill and other intangible assets, including trademarks; |
|
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|
|
the effect of market conditions on the performance of pension assets or any
adverse effects of any new legislation or regulations changing pension expense
accounting or required pension funding levels; |
|
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|
the substantial amount of RAI debt; |
|
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|
|
the rating of RAIs securities; |
|
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|
|
any restrictive covenants imposed under RAIs debt agreements; |
|
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|
|
the possibility of fire, violent weather and other disasters that may adversely
affect manufacturing and other facilities; |
|
|
|
|
the significant ownership interest of B&W, RAIs largest shareholder, in RAI
and the rights of B&W under the governance agreement; |
|
|
|
|
the expiration of the standstill provisions of the governance agreement; and |
|
|
|
|
the potential existence of significant deficiencies or material weaknesses in
internal control over financial reporting that may be identified during the performance
of testing required under Section 404 of the Sarbanes-Oxley Act of 2002. |
Due to these uncertainties and risks, you are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report. Except as provided by
federal securities laws, RAI is not required to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.
69
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market risk represents the risk of loss that may impact the consolidated financial position,
results of operations and cash flows due to adverse changes in financial market prices and rates.
RAI and its subsidiaries are exposed to interest rate risk directly related to their normal
investing and funding activities. In addition, RAI and its subsidiaries have exposure to foreign
currency exchange rate risk concerning obligations for, and service agreements related to, foreign
operations denominated in euros, British pounds, Swiss francs, Chinese renminbi and Japanese yen.
RAI and its subsidiaries have established policies and procedures to manage their exposure to
market risks and use major creditworthy institutions as counterparties to minimize their investment
and credit risk. Frequently, these institutions are also members of the bank group that provide
RAI credit, and management believes this further minimizes the risk of nonperformance. Derivative
financial instruments are not used for trading or speculative purposes.
The table below provides information about RAIs financial instruments, as of March 31, 2008,
that are sensitive to changes in interest rates. The table presents notional amounts and weighted
average interest rates by contractual maturity dates for the years ending December 31:
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair |
|
|
2008 |
|
2009 |
|
2010 |
|
2011 |
|
2012 |
|
Thereafter |
|
Total |
|
Value1 |
Investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable Rate |
|
$ |
3,103 |
|
|
|
|
|
|
|
|
|
|
$ |
39 |
|
|
|
|
|
|
|
|
|
|
$ |
3,142 |
|
|
$ |
3,142 |
|
Average Interest Rate |
|
|
2.1 |
% |
|
|
|
|
|
|
|
|
|
|
3.5 |
% |
|
|
|
|
|
|
|
|
|
|
2.1 |
% |
|
|
|
|
Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Rate |
|
|
|
|
|
$ |
200 |
|
|
$ |
300 |
|
|
|
|
|
|
$ |
450 |
|
|
$ |
3,060 |
|
|
$ |
4,010 |
|
|
$ |
4,168 |
|
Average Interest Rate 2 |
|
|
|
|
|
|
7.9 |
% |
|
|
6.5 |
% |
|
|
|
|
|
|
7.3 |
% |
|
|
7.3 |
% |
|
|
7.3 |
% |
|
|
|
|
Variable Rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
400 |
|
|
|
|
|
|
|
|
|
|
$ |
400 |
|
|
$ |
382 |
|
Average Interest Rate 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.8 |
% |
|
|
|
|
|
|
|
|
|
|
3.8 |
% |
|
|
|
|
Swaps |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional Amount 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
450 |
|
|
$ |
1,150 |
|
|
$ |
1,600 |
|
|
$ |
175 |
|
Average Variable Interest Pay Rate2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.4 |
% |
|
|
4.5 |
% |
|
|
4.4 |
% |
|
|
|
|
Average Fixed Interest Receive Rate2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.3 |
% |
|
|
7.1 |
% |
|
|
7.1 |
% |
|
|
|
|
|
|
|
1 |
|
Fair values are based on current market rates available or on rates available for
instruments with similar terms and maturities and quoted market values. |
|
2 |
|
Based upon contractual interest rates for fixed rate indebtedness or current market
rates for LIBOR plus negotiated spreads for variable rate indebtedness. |
|
3 |
|
RAI has swapped $1.6 billion of fixed rate debt to variable rate debt. |
RAIs exposure to foreign currency transactions was not material to results of operations for
the three months ended March 31, 2008, but may be in future periods in relation to activity
associated with RAIs international operations. RAI currently has no hedges for its exposure to
foreign currency. See Liquidity and Financial Condition in Item 2 for additional information.
Item 4. Controls and Procedures
|
(a) |
|
RAIs chief executive officer and chief financial officer have concluded that RAIs
disclosure controls and procedures were effective as of the end of the period covered by
this report, based on their evaluation of these controls and procedures. |
|
|
(b) |
|
There have been no changes in RAIs internal controls over financial reporting that
occurred during the first quarter of 2008 that have materially affected, or are reasonably
likely to materially affect, RAIs internal controls over financial reporting. |
70
PART II Other Information
Item 1. Legal Proceedings
For a discussion of the litigation and legal proceedings pending against RJR Tobacco, Conwood
or their affiliates, including RAI and RJR, or indemnitees, including B&W, see note 10 to condensed
consolidated financial statements (unaudited) and Managements Discussion and Analysis of
Financial Condition and Results of Operations Critical Accounting Policies Tobacco-Related
Litigation and Managements Discussion and Analysis of Financial Condition and Results of
Operations Governmental Activity included in Part I, Item 2.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
RAI conducts its business through its subsidiaries and is dependent on the earnings and cash
flows of its subsidiaries to satisfy its obligations and other cash needs. For more information,
see Managements Discussion and Analysis of Financial Condition and Results of
OperationsLiquidity and Financial Condition in Part I, Item 2. RAI believes that the provisions
of the Credit Facility and the guarantees of the Credit Facility, interest rate swaps and
guaranteed, secured notes will not impair its payment of quarterly dividends.
The following table summarizes RAIs purchases of its common stock during the first quarter of
2008:
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
Approximate Dollar |
|
|
|
|
|
|
|
|
|
|
Shares Purchased |
|
Value that May Yet |
|
|
Total Number |
|
Average Price |
|
as Part of Publicly |
|
Be Purchased Under |
|
|
of Shares |
|
Paid per |
|
Announced Plans or |
|
the Plans or |
|
|
Purchased (1) |
|
Share |
|
Programs |
|
Programs(2) |
January 1, 2008 to
January 31, 2008 |
|
|
3,620 |
|
|
$ |
64.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 1, 2008 to
February 29, 2008 |
|
|
380 |
|
|
$ |
64.20 |
|
|
|
|
|
|
$ |
30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 1, 2008 to
March 31, 2008 |
|
|
6,603 |
|
|
$ |
60.70 |
|
|
|
|
|
|
$ |
30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter Total |
|
|
10,603 |
|
|
$ |
62.01 |
|
|
|
|
|
|
$ |
30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
RAI repurchases and cancels shares of its common stock forfeited with
respect to the tax liability associated with certain option exercises
and vesting of restricted stock grants under the LTIP. |
|
(2) |
|
On February 5, 2008, the board of directors of RAI authorized the
repurchase of $30 million of outstanding shares of RAI common stock to
offset the dilution from shares issued under certain equity-based
benefit plans. |
On April 29, 2008, the board of directors of RAI authorized the repurchase of up to $350
million of outstanding shares of RAI common stock. Concurrent with this authorization, the board
of directors rescinded the $30 million repurchase authorized on February 5, 2008. See note 16 to
the condensed consolidated financial statements (unaudited) for additional information on this new
share repurchase authorization.
71
Item 6. Exhibits
(a) Exhibits
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
10.1
|
|
Valuation Payment Settlement Agreement, dated February
20, 2008, by and between R. J. Reynolds Tobacco C.V. and
Gallaher Limited (incorporated by reference to Exhibit
10.1 to RAIs Form 8-K dated February 20, 2008). |
|
|
|
10.2
|
|
Guarantee of JT International Holding B.V., dated
February 20, 2008, in favor of R. J. Reynolds Tobacco
Company (incorporated by reference to Exhibit 10.2 to
RAIs Form 8-K dated February 20, 2008). |
|
|
|
10.3
|
|
First Amendment to Credit Agreement, dated March 31,
2008 (incorporated by reference to Exhibit 10.1 to RAIs
Form 8-K dated April 7, 2008). |
|
|
|
10.4
|
|
Share Repurchase Agreement, dated April 29, 2008, by and
between Reynolds American Inc. and Brown & Williamson
Holdings, Inc. (incorporated by reference to Exhibit
10.1 to RAIs Form 8-K dated April 29, 2008). |
|
|
|
10.5
|
|
Amendment No. 2, dated April 29, 2008, to the Governance
Agreement, dated as of July 30, 2004, by and among
British American Tobacco p.l.c., Brown & Williamson
Holdings, Inc. and Reynolds American Inc. (incorporated
by reference to Exhibit 10.2 to RAIs Form 8-K dated
April 29, 2008). |
|
|
|
10.6
|
|
Letter, dated January 28, 2008, between R. J. Reynolds
Tobacco Company and Alcoa Flexible Packaging, LLC
regarding the May 2, 2005 Supply Agreement between the
parties. |
|
|
|
10.7
|
|
Reynolds American Inc. Outside Directors Compensation
Summary, effective January 1, 2008 (incorporated by
reference to Exhibit 10.39 to RAIs Annual Report on
Form 10-K for the year ended December 31, 2007). |
|
|
|
10.8
|
|
Reynolds American Inc. Executive Severance Plan, as
amended and restated effective January 1, 2008
(incorporated by reference to Exhibit 10.68 to RAIs
Annual Report on Form 10-K for the year ended December
31, 2007). |
|
|
|
10.9
|
|
Reynolds American Inc. Annual Incentive Award Plan, as
amended and restated as of January 1, 2008 (incorporated
by reference to Exhibit 10.69 to RAIs Annual Report on
Form 10-K for the year ended December 31, 2007). |
|
|
|
10.10
|
|
Form of Performance Unit Agreement (one-year vesting),
dated February 5, 2008, between Reynolds American Inc.
and the grantee named therein. |
|
|
|
10.11
|
|
Form of Performance Unit Agreement (three-year vesting),
dated March 6, 2008, between Reynolds American Inc. and
the grantee named therein. |
|
|
|
10.12
|
|
Performance Unit Agreement (three-year vesting), dated
March 6, 2008, between Reynolds American Inc. and
Jeffrey A. Eckmann. |
|
|
|
10.13
|
|
Form of Restricted Stock Agreement, dated March 6, 2008,
between Reynolds American Inc. and the grantee named
therein. |
|
|
|
10.14
|
|
Restricted Stock Agreement, dated March 6, 2008, between
Reynolds American Inc. and Jeffrey A. Eckmann. |
|
|
|
31.1
|
|
Certification of Chief Executive Officer relating to
RAIs Quarterly Report on Form 10-Q for the quarter
ended March 31, 2008. |
|
|
|
31.2
|
|
Certification of Chief Financial Officer relating to
RAIs Quarterly Report on Form 10-Q for the quarter
ended March 31, 2008. |
|
|
|
32.1
|
|
Certification of Chief Executive Officer and Chief
Financial Officer relating to RAIs Quarterly Report on
Form 10-Q for the quarter ended March 31, 2008, pursuant
to Section 18 U.S.C. §1350, adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002. |
72
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
REYNOLDS AMERICAN INC.
(Registrant)
|
|
|
/s/ Thomas R. Adams
|
|
|
Thomas R. Adams |
|
Date: May 2, 2008 |
Executive Vice President and
Chief Financial Officer |
|
|
73