UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  ________________________________________________________________________________________________________________
FORM 8-K
________________________________________________________________________________________________________________
  CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 30, 2018
________________________________________________________________________________________________________________
ALTRIA GROUP, INC.
(Exact name of registrant as specified in its charter)
_______________________________________________________________________________________________________________
 
 
 
 
 
Virginia
  
1-08940
  
13-3260245
(State or other jurisdiction
of incorporation)
  
(Commission File Number)
  
(I.R.S. Employer
Identification No.)
 
 
6601 West Broad Street, Richmond, Virginia        
23230
(Address of principal executive offices)        
(Zip Code)
Registrant’s telephone number, including area code: (804) 274-2200
________________________________________________________________________________________________________________
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:  
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o




Item 2.02.    Results of Operations and Financial Condition.
On February 1, 2018, Altria Group, Inc. (“the Company”) issued an earnings press release announcing its financial results for the year ended December 31, 2017. A copy of the earnings press release is attached as Exhibit 99.1 and is incorporated by reference in Item 2.02 of this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 2.02 of this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Officer; Election of Officers

The Company announced today that on January 30, 2018, Martin J. Barrington informed the Company’s Board of Directors (the “Board”) of his decision to retire as the Company’s Chairman, Chief Executive Officer and President after 25 years of distinguished service to the Company and its subsidiaries, effective upon the conclusion of the Company’s Annual Meeting of Shareholders on May 17, 2018 (the “2018 Annual Meeting”). The Company also announced that on January 31, 2018, the Board elected Howard A. Willard III to become the Company’s Chairman and Chief Executive Officer effective upon the conclusion of the 2018 Annual Meeting, and upon the recommendation of the Nominating, Corporate Governance and Social Responsibility Committee of the Board, elected Mr. Willard to the Board effective February 1, 2018. Mr. Willard is not being named to any committee of the Board at this time. Mr. Barrington also informed the Board that he will not stand for re-election to the Board at the 2018 Annual Meeting.
The Company further announced today that on January 31, 2018, the Board elected William F. Gifford, Jr. to become the Company’s Vice Chairman and Chief Financial Officer, effective upon the conclusion of the 2018 Annual Meeting.
Mr. Willard, age 54, currently serves as the Company’s Executive Vice President and Chief Operating Officer and has been continuously employed by the Company or its subsidiaries in various positions since 1992.
Mr. Gifford, age 47, currently serves as the Company’s Executive Vice President and Chief Financial Officer and has been continuously employed by the Company or its subsidiaries in various positions since 1994.
Compensation of Messrs. Willard and Gifford
Mr. Gifford’s annual base salary as Vice Chairman and Chief Financial Officer will be $850,000. In connection with his appointment, Mr. Gifford received a special grant of 49,847 shares of restricted stock units, which will vest in five years.
Mr. Willard’s compensation as the Company’s Chairman and Chief Executive Officer will be determined and approved by the Compensation Committee at a later date. Mr. Willard will receive no additional compensation for services as a director.
The Company issued a press release attached hereto as Exhibit 99.1. The section of this press release entitled “Chairman and CEO Transition” is incorporated by reference in Item 5.02 of this Current Report on Form 8-K.


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Item 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with Mr. Gifford’s appointment as the Company’s Vice Chairman and Chief Financial Officer, the Board approved, on January 31, 2018, amendments to the Company’s Amended and Restated By-Laws to add the officer position of vice chairman and make various conforming changes. These amendments will become effective as of May 17, 2018.
A copy of the Company’s Amended and Restated By-Laws reflecting these amendments is attached as Exhibit 3.1 and is incorporated by reference in Item 5.03 of this Current Report on Form 8-K.

Item 8.01.    Other Events.
On January 31, 2018, the Board authorized a new $1 billion share repurchase program, which the Company expects to complete by the end of 2018. The timing of share repurchases under this new program depends upon marketplace conditions and other factors, and the program remains subject to the discretion of the Board.

Item 9.01.      Financial Statements and Exhibits.
(d)
Exhibits
 
 
 
 
 
 
3.1

 
 
99.1

 




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SIGNATURES
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 hereunto duly authorized.
                    
 
ALTRIA GROUP, INC.
 
 
 
 
By:
/s/ W. HILDEBRANDT SURGNER, JR.
 
Name:
W. Hildebrandt Surgner, Jr.
 
Title:
Vice President, Corporate Secretary and
 
 
Associate General Counsel
                        

DATE:    February 1, 2018


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Exhibit 3.1

AMENDED AND RESTATED
BY-LAWS
of
ALTRIA GROUP, INC.

(as of May 17, 2018)

ARTICLE I

Meetings of Shareholders

Section 1.      Annual Meetings. - The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting, and any postponement or adjournment thereof, shall be held on such date and at such time as the Board of Directors may in its discretion determine.

Section 2.      Special Meetings. - Unless otherwise provided by law, special meetings of the shareholders may be called by the chairman of the Board of Directors or by order of the Board of Directors.

Section 3.      Place of Meetings. - All meetings of the shareholders shall be held at such place as from time to time may be fixed by the Board of Directors.

Section 4.      Notice of Meetings. - Notice, stating the place, day and hour and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than 10 nor more than 60 days before the date of the meeting (except as a different time is specified herein or by law), to each shareholder of record having voting power in respect of the business to be transacted thereat.

Notice of a shareholders’ meeting to act on an amendment of the Articles of Incorporation, a plan of merger, share exchange, domestication or entity conversion, a proposed sale of the Corporation’s assets that requires shareholder approval or the dissolution of the Corporation shall be given not less than 25 nor more than 60 days before the date of the meeting and shall be accompanied, as appropriate, by a copy of the proposed amendment, plan of merger, share exchange, domestication or entity conversion or sale of assets agreement.

Section 5.      Quorum and Vote Required. - At all meetings of the shareholders, unless a greater number or voting by classes is required by law, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum. If a quorum is present, action on a matter is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless the vote of a greater number or voting by classes is required by law or the Articles of Incorporation, and except that in an election of directors subject to Article II, Section 4(b) hereof, those receiving the greatest number of votes shall be deemed elected even though not receiving a majority. Less than a quorum may adjourn a meeting.

Section 6.      Organization and Order of Business. - At all meetings of the shareholders, the chairman of the Board of Directors or, in the chairman’s absence, the presiding director (if any), shall act as chairman of the meeting. In the absence of the foregoing persons or, if present, with their consent, a majority of the shares present and entitled to vote at such meeting may appoint any person to act as chairman. The secretary of the Corporation or, in the secretary’s absence, an assistant secretary, shall act



as secretary at each meeting of the shareholders. In the event that neither the secretary nor any assistant secretary is present, the chairman of the meeting may appoint any person to act as secretary of the meeting.

The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the dismissal of business not properly presented, the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof and the opening and closing of the voting polls, and the authority to recess or adjourn the meeting.

At each annual meeting of shareholders, only such business shall be conducted as shall have been properly brought before the meeting (a) by or at the direction of the Board of Directors or (b) by any shareholder of the Corporation who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 6. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the secretary of the Corporation. To be timely, a shareholder’s notice must be given, either by personal delivery or by United States certified mail, postage prepaid, addressed to the secretary of the Corporation and received at the principal executive offices of the Corporation (i) not less than 120 days nor more than 150 days before the first anniversary of the date of the Corporation’s proxy statement in connection with the previous year’s annual meeting of shareholders or (ii) if no annual meeting was held in the previous year or the date of the applicable annual meeting has been changed by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, not less than 60 days before the date of the applicable annual meeting. A shareholder’s notice shall set forth as to each matter the shareholder proposes to bring before the annual meeting: (a) a brief description of the business desired to be brought before the annual meeting, including the complete text of any resolutions to be presented at the annual meeting, and the reasons for conducting such business at the annual meeting, (b) the name and address, as they appear on the Corporation’s stock transfer books, of such shareholder proposing such business, the name and address of any beneficial owner on whose behalf the proposal is being made and the name and address of any of their respective affiliates or associates or other parties with whom such shareholder or such beneficial owner is acting in concert (each, an “Associated Person”), (c) a representation that such shareholder is a shareholder of record and intends to appear in person or by proxy at such meeting to bring the business before the meeting specified in the notice, (d) the class and number of shares of stock of the Corporation owned (directly or indirectly) beneficially and of record by the shareholder and any beneficial owner on whose behalf the proposal is being made, and any Associated Person, (e) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the shareholder’s notice by, or on behalf of, such shareholder and such beneficial owner, and any Associated Person, whether or not such instrument or right shall be subject to settlement in an underlying class of stock of the Corporation, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such shareholder or such beneficial owner, or any Associated Person, with respect to shares of stock of the Corporation, or relates to the acquisition or disposition of any shares of stock of the Corporation, (f) any proxy (other than a revocable proxy given in response to a solicitation statement filed pursuant to, and in accordance with, Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), voting trust, voting agreement or similar contract, arrangement, agreement or understanding pursuant to which the shareholder and any beneficial owner on whose behalf the proposal is being made, or any Associated Person, has a right to

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vote or direct the voting of any of the Corporation’s securities, and (g) any material interest of the shareholder and any beneficial owner on whose behalf the proposal is being made, and any Associated Person, in such business. The shareholder shall (1) notify the Corporation of any inaccuracy or change (within two business days of becoming aware of such inaccuracy or change) in any information previously provided to the Corporation pursuant to this Section 6 and (2) promptly update and supplement information previously provided to the Corporation pursuant to this Section 6, if necessary, so that the information provided or required to be provided shall be true and complete (y) as of the voting record date for the annual meeting of shareholders and (z) as of the date that is 10 days prior to the annual meeting of shareholders or any adjournment or postponement thereof, and such update and supplement shall be delivered to the secretary of the Corporation at the Corporation’s principal executive offices. The immediately foregoing provisions shall not be construed to extend any applicable deadlines hereunder, enable a shareholder to change the business proposed for the meeting after the advance notice deadlines hereunder have expired or limit the Corporation’s rights with respect to any inaccuracies or other deficiencies in notices provided by a shareholder. Unless otherwise required by law, if the shareholder (or a qualified representative of the shareholder) does not appear at the meeting of shareholders to present such business, such proposal shall be disregarded and such business shall not be transacted, notwithstanding that the Corporation may have received proxies in respect of such vote.
Notwithstanding anything in the By-Laws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 6. The chairman of an annual meeting shall, if the facts warrant, determine that the business was not brought before the meeting in accordance with the procedures prescribed by this Section 6. If the chairman should so determine, he or she shall so declare to the meeting, and the business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Section 6, a shareholder seeking to have a proposal included in the Corporation’s proxy statement shall, in order to do so, comply with the requirements of Regulation 14A under the Exchange Act (including, but not limited to, Rule 14a-8 or its successor provision).
The secretary of the Corporation shall deliver each such shareholder’s notice that has been timely received to the Board of Directors or a committee designated by the Board of Directors for review.

Section 7.      Voting. - A shareholder may vote his or her shares in person or by proxy. Any proxy shall be delivered to the secretary of the meeting or to the inspector of election appointed in accordance with Section 9 hereof at or prior to the time designated by the chairman of the meeting or in the order of business for so delivering such proxies. No proxy shall be valid after eleven months from its date, unless otherwise provided in the proxy. Each holder of record of stock of any class shall, as to all matters in respect of which stock of such class has voting power, be entitled to such vote as is provided in the Articles of Incorporation for each share of stock of such class standing in the holder’s name on the books of the Corporation as of the voting record date for the meeting of shareholders. Unless required by statute or determined by the chairman to be advisable, the vote on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the shareholder voting or by such shareholder’s proxy, if there be such proxy.

Section 8.      Proxies. - A shareholder or a shareholder’s duly authorized agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission. An electronic transmission shall contain or be accompanied by information from which one can determine that the shareholder, the shareholder’s duly authorized agent or the shareholder’s duly authorized attorney-in-fact authorized the transmission. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this Section 8 may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the

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original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 9.      Inspectors. - At all meetings of the shareholders, the proxies shall be received and taken in charge, all ballots shall be received and counted and all questions concerning the qualifications of voters, the validity of proxies, and the acceptance or rejection of votes shall be decided, by two or more inspectors. Such inspectors shall be appointed by the Corporation or by the chairman of the meeting. They shall be sworn faithfully to perform their duties and shall in writing certify to the returns. No candidate for election as director shall be appointed or act as inspector.

ARTICLE II

Board of Directors

Section 1.      General Powers. - The business and affairs of the Corporation shall be managed under the direction of the Board of Directors.

Section 2.      Number. - The number of directors shall be determined from time to time by resolution of the Board of Directors.

Section 3.      Term of Office. - Each director shall serve for the term for which he or she shall have been elected and until a successor shall have been duly elected and qualified.

Section 4.      Nomination and Election of Directors.

(a)      Except as provided in subsection (b) of this Section 4, each director shall be elected by a vote of the majority of the votes cast with respect to that director-nominee’s election at a meeting for the election of directors at which a quorum is present. For purposes of this Section 4, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of shares voted “against” that director.

(b)      This subsection (b) (and not subsection (a)) shall apply to any election of directors if, as of the Determination Date (defined below), there are more nominees for election than the number of directors to be elected, one or more of whom are properly proposed by shareholders. A nominee for director in an election to which this subsection (b) applies shall be elected by a plurality of the votes cast in such election. The “Determination Date” is the last applicable day on which a shareholder may give notice of a nomination of a director pursuant to subsection (c) of this Section 4.

(c)      No person shall be eligible for election as a director unless nominated in accordance with the procedures set forth in this Section 4. Nominations of persons for election to the Board of Directors may be made by the Board of Directors or any committee designated by the Board of Directors (a “Board Nominee”) or by any shareholder entitled to vote for the election of directors at the applicable meeting of shareholders who complies with the notice procedures set forth in this Section 4 (a “Shareholder Nominee”). Such nominations, other than those made by the Board of Directors or any committee designated by the Board of Directors, may be made only if written notice of a shareholder’s intent to nominate one or more persons for election as directors at the applicable meeting of shareholders has been given, either by personal delivery or by United States certified mail, postage prepaid, addressed to the secretary of the Corporation and received at the principal executive offices of the Corporation (i) not less than 120 days nor more than 150 days before the first anniversary of the date of the Corporation’s proxy statement in connection with the previous year’s annual meeting of shareholders or (ii) if no annual meeting was held in the previous year or the date of the applicable annual meeting has been changed by

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more than 30 days from the date contemplated at the time of the previous year’s proxy statement, not less than 60 days before the date of the applicable annual meeting, or (iii) with respect to any special meeting of shareholders called for the election of directors, not later than the close of business on the seventh day following the date on which notice of such meeting is first given to shareholders. Each such shareholder’s notice shall set forth (a) the name and address, as they appear on the Corporation’s stock transfer books, of the shareholder giving the notice, the name and address of any beneficial owner on whose behalf the nomination is being made and the name and address of any Associated Person, (b) a representation that such shareholder is a shareholder of record and intends to appear in person or by proxy at such meeting to nominate the person or persons specified in the notice, (c) the class and number of shares of stock of the Corporation owned (directly or indirectly) beneficially and of record by such shareholder and any beneficial owner on whose behalf the notice is given and any Associated Person, (d) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the shareholder’s notice by, or on behalf of, such shareholder and such beneficial owner, and any Associated Person, whether or not such instrument or right shall be subject to settlement in an underlying class of stock of the Corporation, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such shareholder or such beneficial owner, or any Associated Person, with respect to shares of stock of the Corporation, or relates to the acquisition or disposition of any shares of stock of the Corporation, (e) any proxy (other than a revocable proxy given in response to a solicitation statement filed pursuant to, and in accordance with, Section 14(a) of the Exchange Act), voting trust, voting agreement or similar contract, arrangement, agreement or understanding pursuant to which the shareholder and any beneficial owner on whose behalf the nomination is being made, or any Associated Person, has a right to vote or direct the voting of any of the Corporation’s securities, (f) a description of all agreements, arrangements and understandings between such shareholder or such beneficial owner or any Associated Person and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such shareholder with respect to such nominee’s service or duties as a nominee or director of the Corporation, including, but not limited to, any direct or indirect compensation, reimbursement or indemnification in connection with such nominee’s service or action as a director or any commitment or assurance as to how such nominee will act or vote on any matter and (g) the information that would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) or an amendment pursuant to Rule 13d-2(a) if such statement were required to be filed under the Exchange Act and the rules and regulations promulgated thereunder by such shareholder and any beneficial owner on whose behalf the notice is given. Each such shareholder’s notice shall also set forth (i) the name, age, business address and, if known, residence address of each Shareholder Nominee whom the shareholder proposes to nominate for election as a director, (ii) the principal occupation or employment of such Shareholder Nominee, (iii) the class and number of shares of stock of the Corporation that are owned beneficially and of record by such Shareholder Nominee, (iv) any other information relating to such Shareholder Nominee that is required to be disclosed in solicitations of proxies for election of directors or is otherwise required by the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated under the Exchange Act and (v) the written consent of such Shareholder Nominee to be named in the proxy statement as a nominee and to serve as a director if elected. The shareholder shall (1) notify the Corporation of any inaccuracy or change (within two business days of becoming aware of such inaccuracy or change) in any information previously provided to the Corporation pursuant to this Section 4 and (2) promptly update and supplement information previously provided to the Corporation pursuant to this Section 4, if necessary, so that the information provided or required to be provided shall be true and complete (y) as of the voting record date for the meeting and (z) as of the date that is 10 days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the secretary of the

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Corporation at the Corporation’s principal executive offices. The immediately foregoing provisions shall not be construed to extend any applicable deadlines hereunder, enable a shareholder to change the person or persons specified in the notice for election as director after the advance notice deadlines hereunder have expired or limit the Corporation’s rights with respect to any inaccuracies or other deficiencies in notices provided by a shareholder. The secretary of the Corporation shall deliver each shareholder’s notice under this Section 4 that has been timely received to the Board of Directors or a committee designated by the Board of Directors for review. A Board Nominee shall, upon the request of the Board of Directors or any committee designated by the Board of Directors, furnish to the secretary of the Corporation all such information pertaining to such Board Nominee that is required to be set forth in a shareholder’s notice of nomination.

The chairman of the meeting of shareholders shall, if the facts warrant, determine that a nomination was not made in accordance with the procedures prescribed by this Section 4. If the chairman should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded. Unless otherwise required by law, if the shareholder (or a qualified representative of the shareholder) does not appear at the meeting of shareholders to nominate the individual set forth in the shareholder’s notice of nomination as a director, such nomination shall be disregarded, notwithstanding that the Corporation may have received proxies in respect of such vote.

(d)      Subject to the terms and conditions of the By-Laws, the Corporation shall include in its proxy statement for any annual meeting of shareholders the name, together with the Required Information (as defined below), of any Shareholder Nominee identified in a timely notice (the “Notice”) that satisfies this Section 4 delivered to or mailed and received by the Corporation in accordance with subsection (c) of this Section 4 by one or more shareholders who at the time the request is delivered satisfy the ownership and other requirements of this subsection (d) (such shareholder or shareholders, and any Associated Person of such shareholder or shareholders, the “Eligible Shareholder”), and who expressly elects as a part of providing the notice required by subsection (c) of this Section 4 to have its nominee included in the Corporation’s proxy materials pursuant to this subsection (d).

1.      For purposes of this subsection (d), the “Required Information” that the Corporation shall include in its proxy statement is (i) the information concerning the Shareholder Nominee and the Eligible Shareholder that, as determined by the Corporation, is required to be disclosed in a proxy statement filed pursuant to the proxy rules of the SEC, and (ii) if the Eligible Shareholder so elects, a Statement (as defined below). For the avoidance of doubt, and notwithstanding anything in the By-Laws to the contrary, the Corporation may in its sole discretion solicit against, and include in the proxy statement its own statements or other information relating to, any Eligible Shareholder and/or Shareholder Nominee, including any information provided to the Corporation with respect to the foregoing.
2.      The number of Shareholder Nominees (including (i) any Shareholder Nominees elected to the Board of Directors at either of the two preceding annual meetings who are standing for reelection plus (ii) any Shareholder Nominees that were submitted by an Eligible Shareholder for inclusion in the Corporation’s proxy materials pursuant to this subsection (d) but either are subsequently withdrawn or that become Board Nominees) appearing in the Corporation’s proxy materials with respect to an annual meeting of shareholders shall not exceed the greater of (A) two Shareholder Nominees and (B) 20% of the number of directors in office as of the last day on which notice of a nomination may be delivered pursuant to subsection (c) of this Section 4 (the “Final Proxy Access Nomination Date”), or if such amount is not a whole number, the closest whole number below 20% (the “Permitted Number”); provided , however , that in the event that one or more vacancies for any reason occurs on the Board of Directors at any time after the Final

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Proxy Access Nomination Date and before the date of the applicable annual meeting of shareholders and the Board of Directors resolves to reduce the size of the Board of Directors in connection therewith, the Permitted Number shall be calculated based on the number of directors in office as so reduced. In the event that the number of Shareholder Nominees submitted by Eligible Shareholders pursuant to this subsection (d) exceeds the Permitted Number, each Eligible Shareholder shall select one Shareholder Nominee for inclusion in the Corporation’s proxy materials until the Permitted Number is reached, with the selection going in the order of the amount (largest to smallest) of shares of the Corporation’s stock eligible to vote in the election of directors each Eligible Shareholder disclosed as owned in the written notice of the nomination submitted to the Corporation.  If the Permitted Number is not reached after each Eligible Shareholder has selected one Shareholder Nominee, this selection process shall continue as many times as necessary, following the same order each time, until the Permitted Number is reached.
3.      An Eligible Shareholder must have owned (as defined below) 3% or more of the outstanding shares of the Corporation’s stock eligible to vote in the election of directors continuously for at least three years (the “Required Shares”) as of both the date the Notice is delivered to or mailed and received by the Corporation in accordance with subsection (c) of this Section 4 and the record date for determining shareholders entitled to vote at the annual meeting and must continue to own the Required Shares through the annual meeting date.  For purposes of satisfying the foregoing ownership requirement under this subsection (d), (i) the shares of stock of the Corporation owned by one or more shareholders, or by the person or persons who own shares of the Corporation’s stock and on whose behalf any shareholder is acting, may be aggregated, provided that the number of shareholders and other persons whose ownership of shares is aggregated for such purpose shall not exceed 20, and further provided that the group of shareholders shall have provided to the secretary of the Corporation as a part of providing the Notice a written agreement executed by each of its members designating one of the members as the exclusive member to interact with the Corporation for purposes of this Section 4 on behalf of all members and authorized to act on behalf of all such members with respect to the nomination and matters related thereto, including withdrawal of the nomination, and (ii) a group of funds under common management and investment control shall be treated as one shareholder or person for this purpose.  For the avoidance of doubt, Required Shares will qualify as such if and only if the beneficial owner of such shares as of the date of the Notice has itself individually beneficially owned such shares continuously for the three-year period ending on that date and through the other applicable dates referred to above (in addition to the other applicable requirements being met). Within the time period specified in subsection (c) of this Section 4 for providing the Notice, an Eligible Shareholder must provide the following information in writing to the secretary of the Corporation: (i) the information required to be provided by subsection (c) of this
Section 4 ( provided , however , that the Eligible Shareholder shall (A) notify the Corporation of any inaccuracy or change in such information and (B) update and supplement such information as required by subsection (c) of this Section 4 within the time periods specified therein); (ii) one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the requisite three-year holding period) verifying that, as of a date within seven calendar days prior to the date the Notice is delivered to the Corporation, the Eligible Shareholder owns, and has owned continuously for the preceding three years, the Required Shares, and the Eligible Shareholder’s agreement to provide, within five business days after the record date for the annual meeting, written statements from the record holder and intermediaries verifying the Eligible Shareholder’s continuous ownership of the Required Shares through the record date; (iii) the written consent of each Shareholder Nominee to

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be named in the Corporation’s proxy statement as a nominee and to serve as a director if elected; (iv) a copy of the Schedule 14N that has been filed with the SEC as required by Rule 14a-18 under the Exchange Act; (v) a representation that the Eligible Shareholder (A) acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control of the Corporation, and does not presently have such intent, (B) has not nominated and will not nominate for election to the Board of Directors at the annual meeting any person other than the Shareholder Nominee(s) being nominated pursuant to this subsection (d), (C) has not engaged and will not engage in, and has not and will not be, a “participant” in another person’s “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act, in support of the election of any individual as a director at the annual meeting other than its Shareholder Nominee(s) or a Board Nominee, (D) will not distribute to any shareholder any form of proxy for the annual meeting other than the form distributed by the Corporation, (E) intends to continue to own the Required Shares through the date of the annual meeting, and (F) will provide facts, statements and other information in all communications with the Corporation and its shareholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (vi) an undertaking that the Eligible Shareholder agrees to (A) assume all liability stemming from any legal or regulatory violation arising out of the Eligible Shareholder’s communications with the Corporation’s shareholders or out of the information that the Eligible Shareholder provided to the Corporation, (B) indemnify and hold harmless the Corporation and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of any nomination submitted by the Eligible Shareholder pursuant to this subsection (d), (C) file with the SEC all soliciting and other materials as required under subdivision (9) of this subsection (d), and (D) comply with all other applicable laws, rules, regulations and listing standards with respect to any solicitation in connection with the annual meeting; and (vii) if the Eligible Shareholder did not submit the name(s) of the Shareholder Nominee(s) to the Nominating, Corporate Governance and Social Responsibility Committee of the Board of Directors for consideration as Board Nominee(s) prior to submitting the Notice, a brief explanation why the Eligible Shareholder elected not to do so. The inspectors of elections shall not give effect to the Eligible Shareholder’s votes with respect to the election of directors if the Eligible Shareholder does not comply with the requirements set forth in subsection (d) of this Section 4.
4.      For purposes of this subsection (d), an Eligible Shareholder shall be deemed to “own” only those outstanding shares of the Corporation’s stock as to which a shareholder who is the Eligible Shareholder or is included in the group that constitutes the Eligible Shareholder possesses both (i) the full voting and investment rights pertaining to the shares and (ii) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (i) and (ii) shall not include any shares (x) sold by or on behalf of such shareholder in any transaction that has not been settled or closed, (y) borrowed by or on behalf of such shareholder for any purpose or purchased by such shareholder pursuant to an agreement to resell or (z) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by or on behalf of such shareholder whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of the Corporation’s stock, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (1) reducing in any manner, to any extent or at any time in the future, such shareholder’s full right

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to vote or direct the voting of any such shares, and/or (2) hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such shareholder.  An Eligible Shareholder shall “own” shares held in the name of a nominee or other intermediary so long as the shareholder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares.  An Eligible Shareholder’s ownership of shares shall be deemed to continue during any period in which the shareholder (A) has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement that is revocable at any time by the shareholder, or (B) has loaned such shares, provided that the Eligible Shareholder has the power to recall such loaned shares on not more than three business days’ notice. Whether outstanding shares of the Corporation’s stock are “owned” for these purposes shall be determined by the Board of Directors, which determination shall be conclusive and binding on the Corporation and its shareholders. 
5.      The Eligible Shareholder may provide to the secretary of the Corporation, within the time period specified in subsection (c) of this Section 4 for providing the Notice, a written statement for inclusion in the Corporation’s proxy statement for the annual meeting, not to exceed 500 words, in support of the Shareholder Nominee’s candidacy (the “Statement”).  Notwithstanding anything to the contrary contained in this Section 4, the Corporation may omit from its proxy materials any information or Statement (or any portion thereof) that the Board of Directors, in good faith, believes (i) would violate any applicable law, rule, regulation or listing standard; (ii) is not true and correct in all material respects or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or (iii) directly or indirectly impugns the character, integrity, or personal reputation of, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation, with respect to any person.
6.      The Corporation shall not be required to include, pursuant to this subsection (d), a Shareholder Nominee in its proxy materials (i) for any annual meeting for which the secretary of the Corporation receives a notice that the Eligible Shareholder or any other shareholder has nominated a Shareholder Nominee for election to the Board of Directors pursuant to the requirements of subsection (c) of this Section 4 and does not expressly elect as a part of providing the notice to have its nominee included in the Corporation’s proxy materials pursuant to this subsection (d), (ii) if the Eligible Shareholder who has nominated such Shareholder Nominee has engaged in or is currently engaged in, or has been or is a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the annual meeting other than its Shareholder Nominee(s) or a Board Nominee, (iii) who is not independent under the listing standards of the principal exchange upon which the Corporation’s stock is traded, any applicable rules of the SEC and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the Corporation’s directors, as determined by the Board of Directors, (iv) whose election as a member of the Board of Directors would cause the Corporation to be in violation of these By-Laws, the Corporation’s Articles of Incorporation, the listing standards of the principal exchange upon which the Corporation’s stock is traded, or any applicable state or federal law, rule or regulation, (v) who is or has been, within the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, (vi) who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past 10 years, (vii) who is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended, (viii) if such Shareholder Nominee or the applicable Eligible

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Shareholder shall have provided information to the Corporation in respect to such nomination (including, without limitation, information contained in the Statement) that was untrue in any material respect or omitted to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, as determined by the Board of Directors, or (ix) if the Eligible Shareholder or applicable Shareholder Nominee otherwise breaches any of its or their obligations, agreements or representations under this Section 4.
7.      Notwithstanding anything to the contrary set forth herein, the chairman of at the annual meeting shall have the authority to declare a nomination by an Eligible Shareholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the Corporation, if the Shareholder Nominee(s) and/or the applicable Eligible Shareholder shall have breached its or their obligations, agreements or representations under this Section 4, as determined by the Board of Directors or the chairman of the annual meeting.
8.      In addition to the information required to be provided by the Eligible Shareholder by subsections (c) and (d) of this Section 4, each Shareholder Nominee and each Board Nominee shall provide to the secretary of the Corporation, within two weeks of receipt of the secretary’s written request therefor, the following information: (i) a completed copy of the Corporation’s form of director’s questionnaire and a written consent of the Shareholder Nominee or the Board Nominee to the Corporation following such processes for evaluation of such nominee as the Corporation follows in evaluating any person being considered for nomination to the Corporation’s Board of Directors, as provided by the secretary; (ii) the Shareholder Nominee’s or the Board Nominee’s agreement to comply with the Corporation’s corporate governance, conflict of interest, confidentiality, share ownership and share trading policies, as provided by the secretary; (iii) written confirmation that the Shareholder Nominee or the Board Nominee (A) does not have, and will not have, any agreement or understanding as to how he or she will vote on any matter and (B) is not a party to, and will not become a party to, any direct or indirect compensation, reimbursement or indemnification arrangement with any person other than the Corporation in connection with such nominee’s service or action as a director of the Corporation that has not been disclosed to the secretary of the Corporation; and (iv) written disclosure of any transactions between the Eligible Shareholder and the Shareholder Nominee or the Board Nominee within the preceding five years.
9.      The Eligible Shareholder shall file with the SEC any solicitation or other communication with the Corporation’s shareholders relating to the annual meeting at which the Shareholder Nominee will be nominated, regardless of whether any such filing is required under Regulation 14A of the Exchange Act or whether any exemption from filing is available for such solicitation or other communication under Regulation 14A of the Exchange Act.
10.      No person may be a member of more than one group of persons constituting an Eligible Shareholder, and no shares may be deemed attributed to more than one Eligible Shareholder, under this subsection (d).
11.      Any Shareholder Nominee who is included in the Corporation’s proxy materials for a particular annual meeting of shareholders but withdraws from or becomes ineligible or unavailable for election at the annual meeting shall be ineligible to be a Shareholder Nominee pursuant to this subsection (d) for the next two annual meetings of shareholders following the

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annual meeting for which the Shareholder Nominee has been included in the Corporation’s proxy materials.

Section 5.      Organization. - At all meetings of the Board of Directors, the chairman of the Board of Directors or, in the chairman’s absence, the presiding director (if any) shall act as chairman of the meeting. In the absence of the foregoing persons, the majority of the directors present at a meeting may appoint any director who is present at such meeting to act as chairman. The secretary of the Corporation or, in the secretary’s absence, an assistant secretary, shall act as secretary of meetings of the Board of Directors. In the event that neither the secretary nor any assistant secretary is present at such meeting, the chairman of the meeting shall appoint any person to act as secretary of the meeting.

Section 6.      Vacancies. - Any vacancy occurring in the Board of Directors, including a vacancy resulting from an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors.

Section 7.      Place of Meeting. - Meetings of the Board of Directors, regular or special, may be held either within or without the Commonwealth of Virginia.

Section 8.      Organizational Meeting. - The annual organizational meeting of the Board of Directors shall be held immediately following adjournment of the annual meeting of shareholders and at the same place, without the requirement of any notice other than this provision of the By-Laws.

Section 9.      Regular Meetings; Notice. - Regular meetings of the Board of Directors shall be held at such times and places as it may from time to time determine. Notice of such meetings need not be given if the time and place have been fixed at a previous meeting.

Section 10.      Special Meetings; Notice. - Special meetings of the Board of Directors shall be held whenever called by order of the chairman of the Board of Directors, the presiding director (if any), or any two of the directors. Notice of each such meeting, which need not specify the business to be transacted thereat, shall be (a) mailed to each director, addressed to his or her residence or usual place of business, at least two days before the day on which the meeting is to be held, (b) given at least 24 hours before the time of the meeting by electronic transmission as previously consented to by the director to whom notice is given or (c) given personally or by telephone at least 24 hours before the time of the meeting.

Section 11.      Waiver of Notice. - Whenever any notice is required to be given to a director of any meeting for any purpose under the provisions of law, the Articles of Incorporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to such notice, either before or after the time stated therein, shall be equivalent to the giving of such notice. A director’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless at the beginning of the meeting or promptly upon the director’s arrival, he or she objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 12.      Quorum and Manner of Acting. - Except where otherwise provided by law, a majority of the directors fixed by these By-Laws at the time of any regular or special meeting of the Board of Directors shall constitute a quorum for the transaction of business at such meeting, and the act of a majority of the directors present at any such meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of those present may adjourn the meeting from time to time until a quorum be had. Notice of any such adjourned meeting need not be given.

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Section 13.      Order of Business. - At all meetings of the Board of Directors business may be transacted in such order as from time to time the Board of Directors may determine.

Section 14.      Committees. - In addition to the executive committee authorized by Article III of these By-Laws, other committees, consisting of two or more directors, may be designated by the Board of Directors by a resolution adopted by the greater number of (a) a majority of all directors in office at the time the action is being taken or (b) the number of directors required to take action under Article II, Section 12 hereof. Any such committee, to the extent provided in the resolution of the Board of Directors designating the committee, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, except as limited by law.

Section 15.      Presiding Director. - The Board of Directors may, in its discretion, appoint a presiding director. The presiding director (if any) shall preside over executive sessions of the non-management directors or independent directors of the Board of Directors and, if the chairman of the Board of Directors is not present, meetings of the Board of Directors and shareholders. Other powers and responsibilities of the presiding director shall be established by the Board of Directors.

ARTICLE III

Executive Committee

Section 1.      How Constituted and Powers. - The Board of Directors, by resolution adopted pursuant to Article II, Section 14 hereof, may designate, in addition to the chairman of the Board of Directors, one or more directors to constitute an executive committee, who shall serve during the pleasure of the Board of Directors. The executive committee, to the extent provided in such resolution and permitted by law, shall have and may exercise all of the authority of the Board of Directors.

Section 2.      Organization, Etc. - The Board of Directors shall elect the members and the chairman of the executive committee annually at its annual organizational meeting following the annual meeting of shareholders. The executive committee shall keep a record of its acts and proceedings and report the same from time to time to the Board of Directors.

Section 3.      Meetings. - Meetings of the executive committee may be called by the chairman of the executive committee or by two members of the committee. Notice of each such meeting, which need not specify the business to be transacted thereat, shall be (a) mailed to each member of the committee, addressed to his or her residence or usual place of business, at least two days before the day on which the meeting is to be held, (b) given at least 24 hours before the time of the meeting by an electronic transmission, as previously consented to by the director to whom notice is given or (c) given personally or by telephone at least 24 hours before the time of the meeting.

Section 4.      Quorum and Manner of Acting. - A majority of the executive committee shall constitute a quorum for transaction of business, and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the executive committee. The members of the executive committee shall act only as a committee, and the individual members shall have no powers as such.

Section 5.      Removal. - Any member of the executive committee may be removed, with or without cause, at any time, by the Board of Directors.

Section 6.      Vacancies. - Any vacancy in the executive committee shall be filled by the Board of Directors.

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ARTICLE IV

Officers

Section 1.      Officers. - The officers of the Corporation shall be a chairman of the Board of Directors, a president (if elected by the Board of Directors), one or more vice chairmen (if elected by the Board of Directors), a chief operating officer (if elected by the Board of Directors), one or more vice presidents (one or more of whom may be designated executive vice president or senior vice president), a treasurer, a controller, a secretary, one or more assistant treasurers (if elected by the Board of Directors), assistant controllers (if elected by the Board of Directors) and assistant secretaries (if elected by the Board of Directors) and such other officers as may from time to time be chosen by the Board of Directors. Any two or more offices may be held by the same person.

Section 2.      Election and Term of Office. - All officers of the Corporation shall be chosen annually by the Board of Directors, and each officer shall hold office until a successor shall have been duly chosen or until such officer’s resignation, death or removal in the manner hereinafter provided. The chairman of the Board of Directors shall be chosen from among the directors.

Section 3.      Vacancies. - If any vacancy shall occur among the officers of the Corporation, such vacancy shall be filled by the Board of Directors.

Section 4.      Other Agents and Employees - Their Powers and Duties. - The Board of Directors or the chairman of the Board of Directors may appoint, from time to time, such agents and employees of the Corporation as they may deem proper, and may authorize any officers to appoint and remove agents and employees. The Board of Directors or the chairman of the Board of Directors may from time to time prescribe the powers and duties of such other officers, agents and employees of the Corporation .

Section 5.      Removal. - Any officer, agent or employee of the Corporation may be removed, either with or without cause, by a vote of a majority of the Board of Directors or, in the case of any agent or employee not appointed by the Board of Directors, by an officer who appointed him or her or upon whom such power of removal may be conferred by the Board of Directors or the chairman of the Board of Directors.

Section 6.      Resignation. - Any officer may resign at any time by delivering a notice of his or her resignation to the Board of Directors or the chairman of the Board. Any such resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

Section 7.      Chairman of the Board of Directors and Chief Executive Officer. - The chairman of the Board of Directors shall preside at meetings of the shareholders and of the Board of Directors and shall be a member of the executive committee. The chairman shall be the Chief Executive Officer of the Corporation and shall be responsible to the Board of Directors. He or she shall be responsible for the general management and control of the business and affairs of the Corporation and shall see to it that all orders and resolutions of the Board of Directors are implemented. The chairman shall, from time to time, report to the Board of Directors on matters within his or her knowledge which the interests of the Corporation may require be brought to its attention. The chairman shall do and perform such other duties as from time to time the Board of Directors may prescribe.


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Section 8.      President. - The president (if any) shall be responsible to the chairman of the Board of Directors. Subject to the authority of the chairman of the Board of Directors, the president shall be devoted to the Corporation’s business and affairs. He or she shall, from time to time, report to the chairman of the Board of Directors on matters within the president’s knowledge which the interests of the Corporation may require be brought to the chairman’s attention. The president (if any) shall do and perform such other duties as from time to time the Board of Directors or the chairman of the Board of Directors may prescribe.

Section 9.      Vice Chairmen. - Each vice chairman (if any) shall be responsible to the chairman of the Board of Directors. Each vice chairman shall from time to time report to the chairman of the Board of Directors on matters within the vice chairman’s knowledge which the interests of the Corporation may require be brought to the chairman’s notice.

Section 10.      Chief Operating Officer. - The chief operating officer (if any) shall be responsible to the chairman of the Board of Directors for the principal operating businesses of the Corporation and shall perform those duties that may from time to time be assigned.

Section 11.      Vice Presidents. - The vice presidents of the Corporation shall assist the chairman of the Board of Directors, the president (if any) and the vice chairmen (if any) in carrying out their respective duties and shall perform those duties that may from time to time be assigned to them. The chief financial officer shall be a vice president of the Corporation (or a more senior officer) and shall be responsible for the management and supervision of the financial affairs of the Corporation.

Section 12.      Treasurer. - The treasurer shall have charge of the funds, securities, receipts and disbursements of the Corporation. He or she shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositaries as the Board of Directors may from time to time designate. The treasurer shall render to the Board of Directors, the chairman of the Board of Directors, the president (if any), the vice chairmen (if any) and the chief financial officer, whenever required by any of them, an account of all of his transactions as treasurer. If required, the treasurer shall give a bond in such sum as the Board of Directors may designate, conditioned upon the faithful performance of the duties of the treasurer’s office and the restoration to the Corporation at the expiration of his or her term of office or in case of death, resignation or removal from office, of all books, papers, vouchers, money or other property of whatever kind in his or her possession or under his or her control belonging to the Corporation. The treasurer shall perform such other duties as from time to time may be assigned to him or her.

Section 13.      Assistant Treasurers. - In the absence or disability of the treasurer, one or more assistant treasurers (if any) shall perform all the duties of the treasurer and, when so acting, shall have all the powers of, and be subject to all restrictions upon, the treasurer. Assistant treasurers (if any) shall also perform such other duties as from time to time may be assigned to them.

Section 14.      Secretary. - The secretary shall prepare and maintain the custody of the minutes of each meeting of the shareholders and of the Board of Directors in a book or books kept for that purpose and be responsible for authenticating records of the Corporation. He or she shall keep in safe custody the seal of the Corporation, and shall affix such seal to any instrument requiring it. The secretary shall have charge of such books and papers as the Board of Directors may direct. He or she shall attend to the giving and serving of all notices of the Corporation and shall also have such other powers and perform such other duties as pertain to the secretary’s office, or as the Board of Directors, the chairman of the Board of Directors, the president (if any) or any vice chairman (if any) may from time to time prescribe.


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Section 15.      Assistant Secretaries. - In the absence or disability of the secretary, one or more assistant secretaries (if any) shall perform all of the duties of the secretary and, when so acting, shall have all of the powers of, and be subject to all the restrictions upon, the secretary. Assistant secretaries (if any) shall also perform such other duties as from time to time may be assigned to them.

Section 16.      Controller. - The controller shall be administrative head of the controller’s department and shall have primary responsibility for accounting and financial reporting. The controller shall perform such other duties as from time to time may be assigned to him or her.

Section 17.      Assistant Controllers. - In the absence or disability of the controller, one or more assistant controllers (if any) shall perform all of the duties of the controller and, when so acting, shall have all of the powers of, and be subject to all the restrictions upon, the controller. Assistant controllers (if any) shall also perform such other duties as from time to time may be assigned to them.

ARTICLE V

Contracts, Checks, Drafts, Bank Accounts, Etc.

Section 1.      Contracts. - The chairman of the Board of Directors, the president (if any), any vice chairman (if any), the chief operating officer (if any), any vice president, the treasurer, the secretary and such other persons as the Board of Directors or the chairman of the Board of Directors may authorize shall have the power to execute any contract or other instrument on behalf of the Corporation; no other officer, agent or employee shall, unless otherwise in these By-Laws provided, have any power or authority to bind the Corporation by any contract or acknowledgement, or pledge its credit or render it liable pecuniarily for any purpose or to any amount.

Section 2.      Loans. - The chairman of the Board of Directors, the president (if any), any vice chairman (if any), any vice president, the treasurer and such other persons as the Board of Directors may authorize shall have the power to effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any corporation, firm or individual, and for such loans and advances may make, execute and deliver promissory notes or other evidences of indebtedness of the Corporation, and, as security for the payment of any and all loans, advances, indebtedness and liability of the Corporation, may pledge, hypothecate or transfer any and all stocks, securities and other personal property at any time held by the Corporation, and to that end endorse, assign and deliver the same.

Section 3.      Voting of Stock Held. - The chairman of the Board of Directors, the president (if any), any vice chairman (if any), any vice president or the secretary may from time to time appoint an attorney or attorneys or agent or agents of the Corporation to cast the votes that the Corporation may be entitled to cast as a shareholder or otherwise in any other corporation, any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any other such corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of the Corporation such written proxies, consents, waivers or other instruments as such officer may deem necessary or proper in the premises; or the chairman of the Board of Directors, the president (if any), any vice chairman (if any), any vice president or the secretary may attend in person any meeting of the holders of stock or other securities of such other corporation and thereat vote or exercise any and all powers of the Corporation as the holder of such stock or other securities of such other corporation.


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ARTICLE VI

Certificates Representing Shares

Certificates representing shares of the Corporation shall be signed by the chairman of the Board of Directors, the president (if any) or any vice chairman (if any) and the secretary or an assistant secretary. Any and all signatures on such certificates, including signatures of officers, transfer agents and registrars, may be by facsimile. Notwithstanding the provisions of this Article VI, the Corporation may adopt a system of issuance, recordation and transfer of its shares by electronic or other means not involving any issuance of certificates, provided that, the use of such system by the Corporation is permitted by law.

ARTICLE VII

Dividends

The Board of Directors may declare dividends from funds of the Corporation legally available therefor.

ARTICLE VIII

Seal

The Board of Directors shall provide a suitable seal or seals, which shall be in the form of a circle, and shall bear around the circumference the words “Altria Group, Inc.” and in the center the word and figures “Virginia, 1985.”

ARTICLE IX

Fiscal Year

The fiscal year of the Corporation shall be the calendar year.

ARTICLE X

Amendment

The power to alter, amend or repeal the By-Laws of the Corporation or to adopt new By-Laws shall be vested in the Board of Directors, but By-Laws made by the Board of Directors may be repealed or changed by the shareholders, or new By-Laws may be adopted by the shareholders, and the shareholders may prescribe that any By-Laws made by them shall not be altered, amended or repealed by the Board of Directors.

ARTICLE XI

Emergency By-Laws

If a quorum of the Board of Directors cannot be readily assembled because of some catastrophic event, and only in such event, these By-Laws shall, without further action by the Board of Directors, be deemed to have been amended for the duration of such emergency, as follows:

Section 1.      Section 6 of Article II shall read as follows:


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Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors present at a meeting of the Board of Directors called in accordance with these By-Laws.

Section 2.      The first sentence of Section 10 of Article II shall read as follows:

Special meetings of the Board of Directors shall be held whenever called by order of the chairman of the Board of Directors, or of the president (if any) or the presiding director (if any) or any director or of any person having the powers and duties of the chairman of the Board of Directors, the president (if any) or the presiding director (if any).

Section 3.      Section 12 of Article II shall read as follows:

The directors present at any regular or special meeting called in accordance with these By-Laws shall constitute a quorum for the transaction of business at such meeting, and the action of a majority of such directors shall be the act of the Board of Directors; provided, however, that in the event that only one director is present at any such meeting no action except the election of directors shall be taken until at least two additional directors have been elected and are in attendance.


















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Exhibit 99.1

ALTRIAMOSAICA04.JPG

ALTRIA REPORTS 2017 FOURTH-QUARTER AND FULL-YEAR RESULTS;
PROVIDES 2018 FULL-YEAR EARNINGS GUIDANCE
▪
Altria’s 2017 fourth-quarter reported diluted earnings per share (EPS) decreased 50.7% to $2.60, as comparisons were affected by special items.
▪
Altria’s 2017 fourth-quarter adjusted diluted EPS, which excludes the impact of special items, increased 33.8% to $0.91.
▪
Altria’s 2017 full-year reported diluted EPS decreased 27.1% to $5.31, as comparisons were affected by special items.
▪
Altria’s 2017 full-year adjusted diluted EPS, which excludes the impact of special items, increased 11.9% to $3.39.
▪
Altria announces a new $1 billion share repurchase program to be completed by the end of 2018, having completed its prior $4 billion share repurchase program in January.
▪
Altria’s Chairman and Chief Executive Officer Marty Barrington announces his decision to retire at the conclusion of the May 17, 2018 Annual Shareholder Meeting; Altria’s Board of Directors (Board) has elected Howard Willard, 54, to serve as Chairman and Chief Executive Officer and Billy Gifford, 47, to serve as Vice Chairman and Chief Financial Officer.
RICHMOND, Va. - February 1, 2018 - Altria Group, Inc. (Altria) (NYSE: MO) today announced its 2017 fourth-quarter and full-year business results and provided its guidance for 2018 full-year adjusted diluted EPS.
“Altria had another strong year in 2017,” said Marty Barrington, Altria’s Chairman, Chief Executive Officer and President. “We delivered outstanding financial performance and continued to focus on rewarding our shareholders - paying out $4.8 billion in dividends, increasing our dividend by 8.2% and repurchasing more than $2.9 billion in shares. Our 2017 total shareholder return of 9.4% follows four consecutive years of returns exceeding 20%. Over this five-year period, our total shareholder return of 181% outperformed both the S&P 500 and S&P Food, Beverage and Tobacco Index by more than 70%.”
“That success was built on our core tobacco businesses, which delivered strong income growth and expanded their already high margins, despite a year with some unique challenges. Further, we acquired Nat Sherman to improve our smokeable segment’s position in the growing super-premium cigarette segment. We also accomplished several other important strategic initiatives for future success, including making significant progress toward our goal of becoming the U.S. leader in authorized, non-combustible reduced-risk products. And the passage of federal tax reform strengthens our financial capability to further invest in our businesses and reward our shareholders.”
“We thus are forecasting 2018 full-year adjusted diluted EPS growth in a range of 15% to 19%.”

6601 West Broad Street, Richmond VA 23230



Conference Call
As previously announced, a conference call with the investment community and news media will be webcast on February 1, 2018 at 9:00 a.m. Eastern Time. Access to the webcast is available at www.altria.com/webcasts and via the Altria Investor app.
Chairman and CEO Transition
Altria announces today that Marty Barrington has decided to retire later this year at age 65, having completed more than 25 years of distinguished service, including six years as Chairman and CEO.  The Board has elected Howard Willard, 54, to serve as Altria’s Chairman and CEO, effective May 17, 2018, at the conclusion of the 2018 Annual Meeting of Shareholders (2018 Annual Meeting).  The Board also elected Mr. Willard to Altria’s Board, effective February 1, 2018. 
Mr. Willard has served in numerous senior leadership roles during his 25-year career at the company. These include his current position of Chief Operating Officer and prior roles as Chief Financial Officer and Executive Vice President of Strategy and Business Development. He also was a director of SABMiller plc (SABMiller).
Additionally, the Board elected Billy Gifford, 47, to serve as Altria’s Vice Chairman and Chief Financial Officer, also effective May 17, 2018, at the conclusion of the 2018 Annual Meeting.  Mr. Gifford’s 23-year career includes his current position as Altria’s Chief Financial Officer and prior roles as Altria’s Senior Vice President, Strategy and Business Development and President and CEO of Philip Morris USA. Mr. Gifford is currently a director at Anheuser-Busch InBev SA/NV (AB InBev).
“It has been an enormous privilege to lead our great company with a talented leadership team and terrific employees,” said Mr. Barrington.  “Howard has been essential to that team and is immensely qualified and ready to take Altria forward when I step away in May. Billy likewise has been an essential contributor to our strategies and successful operating performance. Together, they have the confidence of me and the Board of Directors to continue Altria’s enduring success.”
“The Board is grateful for Marty’s extraordinary leadership the last several years, as Altria has outperformed our competitive benchmarks,” said Thomas Farrell, the Presiding Director.  “Our election of Howard as the next Chairman and CEO is the result of our long-term succession planning process.  We believe he has the proven leadership skills, track record and strategic mindset to lead the next chapter of Altria’s remarkable story.”
“I’m honored to be elected to follow Marty in this role,” said Mr. Willard.  “He leads the company with decisive leadership and clarity, and during the past six years of his leadership, the company has been tremendously successful. I look forward to building on that success with Billy Gifford, our strong

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management team and our talented employees to continue to generate consistent growth and long-term value for our shareholders.”
Cash Returns to Shareholders - Dividends and Share Repurchase
In December 2017, the Board declared a regular quarterly dividend of $0.66 per share. Altria’s current annualized dividend rate is $2.64 per share. As of January 26, 2018, Altria’s annualized dividend yield was 3.7%. Altria paid approximately $1.3 billion in dividends in the fourth quarter and $4.8 billion in 2017. From the end of 2012 through 2017, Altria has paid shareholders $21 billion in dividends. Altria expects to continue to return a large amount of cash to shareholders in the form of dividends by maintaining a dividend payout ratio target of approximately 80% of its adjusted diluted EPS. Future dividend payments remain subject to the discretion of the Board.
During the fourth quarter, Altria repurchased 8.4 million shares under its share repurchase program at an average price of $66.67, for a total cost of approximately $558 million. As of December 31, 2017, Altria had $18 million remaining in the $4 billion program, which it subsequently completed in January. Since 2011, Altria has repurchased approximately $8.5 billion of its shares at an average price of $44.22. Altria’s Board has authorized a new $1 billion share repurchase program, which the company expects to complete by the end of 2018. The timing of share repurchases depends upon marketplace conditions and other factors. This program remains subject to the discretion of the Board.
Non-combustible Product Portfolio
Altria continued to build on its three platforms of non-combustible, nicotine-containing products for authorization by the U.S. Food and Drug Administration (FDA).
In smokeless and other oral nicotine-containing products, U.S. Smokeless Tobacco Company LLC (USSTC) made significant progress on its modified risk tobacco product application for Copenhagen Snuff, which it plans to file in the first quarter of 2018.
In e-vapor, Nu Mark LLC grew MarkTen ’s full-year volume by approximately 60%, primarily through expanded distribution and category growth. MarkTen had a full-year 2017 national retail share of 12.5% in mainstream retail channels and is present in stores representing approximately 70% of e-vapor category volume in those channels. MarkTen Bold is now available in approximately 25,000 retail stores.
In heated tobacco, Philip Morris USA Inc. (PM USA) continues to build its commercialization plans for IQOS , which it will have the exclusive right to sell in the U.S. upon FDA authorization.




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U.S. Corporate Tax Reform
On December 22, 2017, the U.S. Government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (Tax Reform Act) which, among other things, reduced the U.S. federal statutory corporate income tax rate to 21%, effective January 1, 2018.
The Tax Reform Act affected both Altria’s 2017 full-year reported effective tax rate and its 2017 full-year adjusted effective tax rate.
For the reported effective tax rate, Altria revalued its existing net deferred tax liabilities to reflect the lower rate. The Tax Reform Act also imposed a one-time deemed repatriation tax, substantially all of which is related to Altria’s share of accumulated earnings from its beer investment (Deemed Repatriation Tax). The effect of these items (Tax Reform Items) reduced Altria’s fourth-quarter and full-year reported effective tax rates, as detailed in Schedule 10.
For the adjusted effective tax rate, the Deemed Repatriation Tax covered historical earnings from Altria’s beer investment through 2017. As a result, no tax was due on the dividends Altria received from AB InBev during 2017, and Altria’s 2017 full-year adjusted effective tax rate decreased to 33.4% from Altria’s previous estimate of approximately 35.5%. This decrease provided an approximate $0.10 per share benefit to 2017 full-year adjusted diluted EPS. Altria expects to continue to receive favorable tax treatment on dividends it receives from AB InBev.
A reconciliation of Altria’s 2017 full-year reported effective tax rate to its 2017 full-year adjusted effective tax rate is shown on Schedule 10.
For Altria’s expected 2018 full-year adjusted effective tax rate, refer to “2018 Full-Year Guidance” below.
Facilities Consolidation
In October 2016, Altria announced the consolidation of certain of its operating companies’ manufacturing facilities to streamline operations and achieve greater efficiencies (Facilities Consolidation). The Facilities Consolidation is expected to be substantially completed by the end of the first quarter of 2018 and deliver approximately $50 million in annualized cost savings by the end of 2018.
As a result of the Facilities Consolidation, Altria recorded total pre-tax charges of approximately $150 million, including $71 million in 2016 and $78 million for the full year 2017, including $7 million in the fourth quarter.
2018 Full-Year Guidance
Altria forecasts 2018 full-year adjusted diluted EPS to be in a range of $3.90 to $4.03, which excludes a $0.09 tax expense for a tax basis adjustment related to the Deemed Repatriation Tax. This

4



range represents a growth rate of 15% to 19% from a 2017 adjusted diluted EPS base of $3.39, which excludes the special items shown in Table 2. Altria’s 2018 guidance reflects investments in focus areas for long-term growth, including innovative product development and launches, regulatory science, brand equity, retail fixtures and future retail concepts.
Altria expects its 2018 full-year adjusted effective tax rate will be in a range of approximately 23% to 24%.
Altria expects capital expenditures in a range of $200 million to $250 million and depreciation and amortization expenses of approximately $210 million.
Altria’s full-year adjusted diluted EPS guidance and full-year forecast for its adjusted effective tax rate exclude the impact of certain income and expense items that management believes are not part of underlying operations. These items may include, for example, loss on early extinguishment of debt, restructuring charges, gain on AB InBev/SABMiller business combination, AB InBev/SABMiller special items, certain tax items, charges associated with tobacco and health litigation items, and resolutions of certain non-participating manufacturer (NPM) adjustment disputes under the Master Settlement Agreement (such dispute resolutions are referred to as NPM Adjustment Items).
Altria’s management cannot estimate on a forward-looking basis the impact of certain income and expense items, including those items noted in the preceding paragraph, on its reported diluted EPS and its reported effective tax rate because these items, which could be significant, may be infrequent, are difficult to predict and may be highly variable. As a result, Altria does not provide a corresponding U.S. generally accepted accounting principles (GAAP) measure for, or reconciliation to, its adjusted diluted EPS guidance or its adjusted effective tax rate forecast.
The factors described in the Forward-Looking and Cautionary Statements section of this release represent continuing risks to Altria’s forecast.
 
 
ALTRIA GROUP, INC.
Altria reports its financial results in accordance with GAAP. Altria’s management reviews operating companies income (OCI), which is defined as operating income before general corporate expenses and amortization of intangibles, to evaluate the performance of, and allocate resources to, the segments. Altria’s management also reviews OCI, operating margins and diluted EPS on an adjusted basis, which excludes certain income and expense items, including those items noted under “2018 Full-Year Guidance” above. Altria’s management does not view any of these special items to be part of Altria’s underlying results as they may be highly variable, may be infrequent, are difficult to predict and can

5



distort underlying business trends and results. Altria’s management also reviews income tax rates on an adjusted basis.  Altria’s adjusted effective tax rate may exclude certain tax items from its reported effective tax rate. Altria’s management believes that adjusted financial measures provide useful additional insight into underlying business trends and results and provide a more meaningful comparison of year-over-year results. Altria’s management uses adjusted financial measures for planning, forecasting and evaluating business and financial performance, including allocating resources and evaluating results relative to employee compensation targets. These adjusted financial measures are not consistent with GAAP and may not be calculated the same as similarly titled measures used by other companies. These adjusted financial measures should thus be considered as supplemental in nature and not considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. Reconciliations of historical adjusted financial measures to corresponding GAAP measures are provided in this release.
Altria uses the equity method of accounting for its investment in AB InBev and reports its share of AB InBev’s results using a one-quarter lag because AB InBev’s results are not available in time to record them in the concurrent period. The one-quarter reporting lag does not affect Altria’s cash flows, but does impact the year-over-year comparability of Altria’s equity earnings from its beer investment and reported and adjusted diluted EPS in the short term.
Altria’s reportable segments are smokeable products, manufactured and sold by PM USA, John Middleton Co. (Middleton) and Sherman Group Holdings, LLC and its subsidiaries (Nat Sherman); smokeless products, manufactured and sold by U.S. Smokeless Tobacco Company LLC (USSTC); and wine, produced and/or distributed by Ste. Michelle Wine Estates Ltd. (Ste. Michelle).
Comparisons are to the corresponding prior-year period unless otherwise stated.
Altria’s 2017 fourth-quarter net revenues decreased 2.4% to $6.1 billion, primarily driven by lower net revenues in the smokeable products segment. Altria’s revenues net of excise taxes were essentially unchanged at $4.7 billion. For the full year, net revenues decreased 0.7% to $25.6 billion, and revenues net of excise taxes increased 0.8% to $19.5 billion.
Altria’s 2017 fourth-quarter reported diluted EPS decreased 50.7% to $2.60, primarily driven by the 2016 gain on the AB InBev/SABMiller business combination, partially offset by lower reported taxes, higher reported OCI in the smokeable and smokeless products segments and fewer shares outstanding. Altria’s fourth-quarter adjusted diluted EPS, which excludes the special items shown in Table 1, grew 33.8% to $0.91, primarily driven by higher equity earnings from Altria’s beer investment due to reporting AB InBev’s results on a one-quarter lag, higher adjusted OCI in the smokeable and smokeless products segments, a lower adjusted effective tax rate and fewer shares outstanding.

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Altria’s full-year 2017 reported diluted EPS decreased 27.1% to $5.31, primarily driven by a lower gain on the AB InBev/SABMiller business combination and lower equity earnings from Altria’s beer investment, partially offset by lower reported taxes, the 2016 loss on early extinguishment of debt, higher reported OCI in the smokeable and smokeless products segments and fewer shares outstanding. Altria’s full-year 2017 adjusted diluted EPS, which excludes the special items shown in Table 1, increased 11.9% to $3.39, primarily driven by higher adjusted OCI in the smokeable and smokeless products segments, a lower adjusted effective tax rate and fewer shares outstanding.
Table 1 - Altria’s Adjusted Results
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fourth Quarter
 
Full Year
 
2017
2016
Change
 
2017
2016
Change
Reported diluted EPS
$
2.60

$
5.27

(50.7)%
 
$
5.31

$
7.28

(27.1)%
NPM Adjustment Items
—

—

 
 
—

0.01

 
Tobacco and health litigation items
0.02

0.01

 
 
0.03

0.04

 
AB InBev/SABMiller special items
0.02

(0.07
)
 
 
0.05

(0.03
)
 
Loss on early extinguishment of debt
—

—

 
 
—

0.28

 
Asset impairment, exit, implementation and acquisition-related costs
—

0.03

 
 
0.03

0.07

 
Patent litigation settlement
—

0.01

 
 
—

0.01

 
Gain on AB InBev/SABMiller business combination
—

(4.56
)
 
 
(0.15
)
(4.61
)
 
Settlement charge for lump sum pension payments
0.03

—

 
 
0.03

—

 
Tax items
(1.76
)
(0.01
)
 
 
(1.91
)
(0.02
)
 
Adjusted diluted EPS
$
0.91

$
0.68

33.8%
 
$
3.39

$
3.03

11.9%
Note: For details of pre-tax, tax and after-tax amounts, see Schedules 7 and 9.
AB InBev/SABMiller Special Items
In the fourth quarter of 2017, earnings from Altria’s equity investment in AB InBev included net pre-tax charges of $51 million, consisting primarily of Altria’s share of AB InBev’s Brazilian tax item. In the fourth quarter of 2016, Altria recorded net pre-tax income of $236 million related to SABMiller special items.
For the full year 2017, earnings from Altria’s equity investment in AB InBev included net pre-tax charges of $160 million. For full year 2016, earnings from Altria’s equity investment in SABMiller included net pre-tax income of $89 million.
The EPS impact of these items is shown in Table 1 and Schedules 7 and 9.
Loss on Early Extinguishment of Debt
In 2016, Altria completed a cash tender offer in which it purchased approximately $933 million aggregate principal amount of its senior unsecured 9.95% and 10.20% notes due in 2038 and 2039,

7



respectively. The transaction resulted in a one-time, pre-tax charge against reported earnings of $823 million, reflecting the loss on early extinguishment of debt.
The EPS impact of this charge is shown in Table 1 and Schedule 9.
Asset Impairment, Exit, Implementation and Acquisition-related Costs
For the full year 2017, Altria recorded pre-tax charges of $89 million, primarily related to the Facilities Consolidation.
In the fourth quarter of 2016, Altria recorded pre-tax charges of $73 million, primarily related to the Facilities Consolidation. For the full year 2016, Altria recorded pre-tax charges of $206 million, primarily related to the productivity initiative announced in January 2016 and the Facilities Consolidation.
The EPS impact of these charges is shown in Table 1 and Schedules 7 and 9.
Gain on AB InBev/SABMiller Business Combination
For the full year 2017, Altria recorded a pre-tax gain of $445 million related to AB InBev’s divestitures of certain SABMiller assets and businesses in connection with the AB InBev/SABMiller business combination.
In the fourth quarter and full-year 2016, Altria recorded pre-tax gains of approximately $13.7 billion and $13.9 billion, respectively, related to the AB InBev/SABMiller business combination.
The EPS impact of these items is shown in Table 1 and Schedules 7 and 9.
Settlement Charge for Lump Sum Pension Payments
In the fourth quarter of 2017, Altria recorded a one-time pre-tax settlement charge of $81 million related to lump sum payments made in connection with a voluntary, limited-time offer to former employees with vested benefits in the Altria Retirement Plan who had not commenced receiving benefit payments and met certain other conditions.
The EPS impact of this charge is shown in Table 1 and Schedules 7 and 9.
Tax Items
In the fourth quarter of 2017, Altria recorded a $3.4 billion tax benefit primarily related to Tax Reform Items described in “U.S. Corporate Tax Reform” above.
For the full year 2017, Altria recorded $3.7 billion in income tax benefits, primarily related to Tax Reform Items and the previously disclosed valuation allowance release and federal income tax audit closure.
The EPS impact of these items is shown in Table 1 and Schedules 7 and 9.


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SMOKEABLE PRODUCTS
The smokeable products segment delivered strong income growth in the fourth quarter and for 2017.
Smokeable products segment net revenues declined 3.2% in the fourth quarter as lower volume was partially offset by higher pricing and lower promotional investments. For the full year, smokeable products segment net revenues declined 0.9% as lower volume and higher promotional investments were partially offset by higher pricing. Revenues net of excise taxes declined 1.0% in the quarter and increased 0.6% for the full year.
In the fourth quarter, reported OCI increased 1.7%, primarily driven by higher pricing, lower selling, general and administrative (SG&A) spending and lower promotional investments, partially offset by lower volume, higher resolution expense and settlement charges for lump sum pension payments. Adjusted OCI, which is calculated excluding the special items identified in Table 2, grew 5.7%, and adjusted OCI margins expanded 3.2 percentage points to 49.9%.
For the full year, reported OCI increased 8.2%, primarily driven by higher pricing and lower SG&A spending, partially offset by lower volume. Adjusted OCI, which is calculated excluding the special items identified in Table 2, grew 7.0%, and adjusted OCI margins expanded 3.0 percentage points to 51.2%.
Table 2 - Smokeable Products: Revenues and OCI ($ in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
Fourth Quarter
 
Full Year
 
2017
2016
Change
 
2017
2016
Change
Net revenues
$
5,281

$
5,453

(3.2
)%
 
$
22,636

$
22,851

(0.9
)%
Excise taxes
(1,346
)
(1,478
)
 
 
(5,927
)
(6,247
)
 
Revenues net of excise taxes
$
3,935

$
3,975

(1.0
)%
 
$
16,709

$
16,604

0.6
 %
 
 
 
 
 
 
 
 
Reported OCI
$
1,844

$
1,813

1.7
 %
 
$
8,408

$
7,768

8.2
 %
NPM Adjustment Items
—

—

 
 
(5
)
12

 
Asset impairment, exit, implementation and acquisition-related costs
7

29

 
 
29

134

 
Tobacco and health litigation items
56

16

 
 
72

88

 
Settlement charge for lump sum pension payments
57

—

 
 
57

—

 
Adjusted OCI
$
1,964

$
1,858

5.7
 %
 
$
8,561

$
8,002

7.0
 %
Adjusted OCI margins 1
49.9
%
46.7
%
3.2 pp

 
51.2
%
48.2
%
3.0 pp

1 Adjusted OCI margins are calculated as adjusted OCI divided by revenues net of excise taxes.

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In the fourth quarter, the smokeable products segment’s reported domestic cigarettes shipment volume declined by 8.9%, primarily driven by the industry’s rate of decline, trade inventory movements and retail share declines. After adjusting for trade inventory movements, PM USA’s domestic cigarettes shipment volume decreased by an estimated 6.5%. Total cigarette industry volumes declined by an estimated 4.5%.
For the full year, the smokeable products segment’s reported domestic cigarettes shipment volume decreased by 5.1%, primarily driven by the industry’s rate of decline, retail share declines and one fewer shipping day. When adjusted for calendar differences, PM USA’s domestic cigarettes shipment volume decreased by an estimated 5%. Total cigarette industry volumes declined by an estimated 4%.
The smokeable products segment’s reported cigars shipment volume increased by 7.9% in the fourth quarter and 9.9% for the full year. Table 3 summarizes smokeable products segment shipment volume performance.
Table 3 - Smokeable Products: Shipment Volume (sticks in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
Fourth Quarter
 
Full Year
 
2017
2016
Change
 
2017
2016
Change
Cigarettes:
 
 
 
 
 
 
 
Marlboro
22,667

24,851

(8.8
)%
 
99,974

105,297

(5.1
)%
Other premium
1,400

1,524

(8.1
)%
 
5,967

6,382

(6.5
)%
Discount
2,415

2,682

(10.0
)%
 
10,665

11,251

(5.2
)%
Total cigarettes
26,482

29,057

(8.9
)%
 
116,606

122,930

(5.1
)%
 
 
 
 
 
 
 
 
Cigars:
 
 
 
 
 
 
 
Black & Mild
381

351

8.5
 %
 
1,527

1,379

10.7
 %
Other
3

5

(40.0
)%
 
15

24

(37.5
)%
Total cigars
384

356

7.9
 %
 
1,542

1,403

9.9
 %
 
 
 
 
 
 
 
 
Total smokeable products
26,866

29,413

(8.7
)%
 
118,148

124,333

(5.0
)%
Note: Cigarettes volume includes units sold as well as promotional units, but excludes units sold for distribution to Puerto Rico, and units sold in U.S. Territories, to overseas military and by Philip Morris Duty Free Inc., none of which, individually or in the aggregate, is material to the smokeable products segment.
In the fourth quarter, Marlboro ’s retail share declined by 0.7 share points to 43.0%, primarily driven by competitive activity and the continued effect of the cigarette excise tax increase in California. For the full year, Marlboro ’s retail share declined by 0.4 share points to 43.3%. PM USA’s total retail share was 50.3% in the quarter and 50.7% for the full year, down 0.8 and 0.4 share points, respectively. Table 4 summarizes cigarette retail share results.

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Table 4 - Smokeable Products: Cigarettes Retail Share (percent)
 
 
 
 
 
 
 
 
 
 
 
 
 
Fourth Quarter
 
Full Year
 
2017
2016
Percentage point change
 
2017
2016
Percentage point change
Cigarettes:
 
 
 
 
 
 
 
Marlboro
43.0
%
43.7
%
(0.7)
 
43.3
%
43.7
%
(0.4)
Other premium
2.7

2.7

—
 
2.7

2.8

(0.1)
Discount
4.6

4.7

(0.1)
 
4.7

4.6

0.1
Total cigarettes
50.3
%
51.1
%
(0.8)
 
50.7
%
51.1
%
(0.4)
Note: Retail share results for cigarettes are based on data from IRI/MSAi, a tracking service that uses a sample of stores and certain wholesale shipments to project market share and depict share trends. This service tracks sales in the food, drug, mass merchandisers, convenience, military, dollar store and club trade classes. For other trade classes selling cigarettes, retail share is based on shipments from wholesalers to retailers (STARS). This service is not designed to capture sales through other channels, including the internet, direct mail and some illicitly tax-advantaged outlets. It is IRI’s standard practice to periodically refresh its services, which could restate retail share results that were previously released in this service.

SMOKELESS PRODUCTS
The smokeless products segment delivered very strong results in the fourth quarter and for 2017.
Smokeless products segment net revenues increased 10.4% in the quarter, primarily driven by higher pricing and lower promotional investments, partially offset by lower volume. For the full year, smokeless product segment net revenues increased 5.1%, primarily driven by higher pricing and lower promotional investments, partially offset by unfavorable mix and lower volume. Revenues net of excise taxes increased 11.1% in the quarter and 5.6% for the full year.
In the fourth quarter, reported OCI increased 41.3%, primarily driven by higher pricing, lower Facilities Consolidation charges, lower costs (SG&A and manufacturing) and lower promotional investments, partially offset by settlement charges for lump sum pension payments. Adjusted OCI, which is calculated excluding the special items identified in Table 5, increased 27.2%, and adjusted OCI margins increased 8.7 percentage points to 68.1%.
For the full year, reported OCI increased 10.5%, primarily driven by higher pricing and lower costs partially offset by unfavorable mix and lower volume. Adjusted OCI, which is calculated excluding the special items identified in Table 5, increased 11.2%, and adjusted OCI margins increased 3.4 percentage points to 67.8%.

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Table 5 - Smokeless Products: Revenues and OCI ($ in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
Fourth Quarter
 
Full Year
 
2017
2016
Change
 
2017
2016
Change
Net revenues
$
575

$
521

10.4
%
 
$
2,155

$
2,051

5.1
%
Excise taxes
(33
)
(33
)
 
 
(132
)
(135
)
 
Revenues net of excise taxes
$
542

$
488

11.1
%
 
$
2,023

$
1,916

5.6
%
 
 
 
 
 
 
 
 
Reported OCI
$
349

$
247

41.3
%
 
$
1,300

$
1,177

10.5
%
Asset impairment, exit and implementation costs
4

43

 
 
56

57

 
Settlement charge for lump sum pension payments
16

—

 
 
16

—

 
Adjusted OCI
$
369

$
290

27.2
%
 
$
1,372

$
1,234

11.2
%
Adjusted OCI margins 1
68.1
%
59.4
%
8.7 pp

 
67.8
%
64.4
%
3.4 pp

1 Adjusted OCI margins are calculated as adjusted OCI divided by revenues net of excise taxes.
In the fourth quarter, the smokeless products segment’s reported domestic shipment volume declined 0.6%. After adjusting for trade inventory movements and other factors, USSTC estimates that its domestic smokeless products shipment volume declined approximately 2.5%.
For the full year, reported domestic shipment volume declined 1.4%, driven primarily by declines in Skoal . After adjusting for trade inventory movements and other factors, USSTC estimates that its domestic smokeless products shipment volume declined approximately 2%. USSTC estimates that the smokeless products category volume was essentially unchanged over the past six months.
Table 6 summarizes shipment volume performance for the smokeless products segment.
Table 6 - Smokeless Products: Shipment Volume (cans and packs in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fourth Quarter
 
Full Year
 
2017
2016
Change
 
2017
2016
Change
Copenhagen
135.5

132.8

2.0
 %
 
531.6

525.1

1.2
 %
Skoal
58.9

63.6

(7.4
)%
 
241.9

260.9

(7.3
)%
Copenhagen  and Skoal
194.4

196.4

(1.0
)%
 
773.5

786.0

(1.6
)%
Other
17.5

16.7

4.8
 %
 
67.8

67.5

0.4
 %
Total smokeless products
211.9

213.1

(0.6
)%
 
841.3

853.5

(1.4
)%
Note: Volume includes cans and packs sold, as well as promotional units, but excludes international volume, which is not material to the smokeless products segment. New types of smokeless products, as well as new packaging configurations of existing smokeless products, may or may not be equivalent to existing moist smokeless tobacco (MST) products on a can-for-can basis. To calculate volumes of cans and packs shipped, one pack of snus, irrespective of the number of pouches in the pack, is assumed to be equivalent to one can of MST.
In the fourth quarter, Copenhagen retail share was unchanged at 33.8%. Copenhagen and Skoal ’s combined retail share decreased 1.3 share points in the quarter to 50.1% driven by Skoal .
For the full year, Copenhagen ’s 0.5 share point growth was offset by Skoal ’s 1.4 share point loss, contributing to a combined share decline of 0.9 share points. Table 7 summarizes retail share results for the smokeless products segment.

12



Table 7 - Smokeless Products: Retail Share (percent)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fourth Quarter
 
Full Year
 
2017
2016
Percentage point change
 
2017
2016
Percentage point change
Copenhagen
33.8
%
33.8
%
—
 
33.7
%
33.2
%
0.5
Skoal
16.3

17.6

(1.3)
 
16.7

18.1

(1.4)
Copenhagen  and Skoal
50.1

51.4

(1.3)
 
50.4

51.3

(0.9)
Other
3.5

3.3

0.2
 
3.3

3.4

(0.1)
Total smokeless products
53.6
%
54.7
%
(1.1)
 
53.7
%
54.7
%
(1.0)
Note: Retail share results for smokeless products are based on data from IRI InfoScan, a tracking service that uses a sample of stores to project market share and depict share trends. This service tracks sales in the food, drug, mass merchandisers, convenience, military, dollar store and club trade classes on the number of cans and packs sold. Smokeless products is defined by IRI as moist smokeless and spit-free tobacco products. New types of smokeless products, as well as new packaging configurations of existing smokeless products, may or may not be equivalent to existing MST products on a can-for-can basis. For example, one pack of snus, irrespective of the number of pouches in the pack, is assumed to be equivalent to one can of MST. Because this service represents retail share performance only in key trade channels, it should not be considered a precise measurement of actual retail share. It is IRI’s standard practice to periodically refresh its InfoScan services, which could restate retail share results that were previously released in this service.

WINE
In the wine segment, Ste. Michelle’s fourth-quarter and full-year results were negatively impacted by competitive activity, continued trade inventory reductions and slower premium wine category growth.
In the fourth quarter of 2017, Ste. Michelle’s net revenues declined 8.5%. Reported and adjusted OCI increased 1.6%, primarily due to lower costs, higher pricing and favorable mix, mostly offset by lower volume. Reported wine shipment volume for the fourth quarter declined 9.7% to approximately 2.8 million cases.
For the full year, Ste. Michelle’s net revenues declined 6.4%. Reported OCI declined 10.4% and adjusted OCI declined 12.0%, primarily due to lower volume. Reported shipment volume for the full year declined 8.6% to approximately 8.5 million cases.
Table 8 summarizes revenues, OCI and OCI margins for the wine segment.
Table 8 - Wine: Revenues and OCI ($ in millions)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fourth Quarter
 
Full Year
 
2017
2016
Change
 
2017
2016
Change
Net revenues
$
227

$
248

(8.5
)%
 
$
698

$
746

(6.4
)%
Excise taxes
(8
)
(8
)
 
 
(23
)
(25
)
 
Revenues net of excise taxes
$
219

$
240

(8.8
)%
 
$
675

$
721

(6.4
)%
 
 
 
 
 
 
 
 
Reported OCI
$
65

$
64

1.6
 %
 
$
147

$
164

(10.4
)%
Acquisition-related costs
—

—

 
 
—

3

 
Adjusted OCI
$
65

$
64

1.6
 %
 
$
147

$
167

(12.0
)%
Adjusted OCI margins 1
29.7
%
26.7
%
3.0 pp

 
21.8
%
23.2
%
(1.4) pp

1 Adjusted OCI margins are calculated as adjusted OCI divided by revenues net of excise taxes.
    


13



Altria’s Profile
Altria’s wholly-owned subsidiaries include Philip Morris USA Inc., U.S. Smokeless Tobacco Company LLC, John Middleton Co., Sherman Group Holdings, LLC and its subsidiaries, Nu Mark LLC, Ste. Michelle Wine Estates Ltd. and Philip Morris Capital Corporation. Altria holds an equity investment in Anheuser-Busch InBev SA/NV.
The brand portfolios of Altria’s tobacco operating companies include Marlboro ® , Black & Mild ® , Copenhagen ® , Skoal ® , MarkTen ® and Green Smoke ® . Ste. Michelle produces and markets premium wines sold under various labels, including Chateau Ste. Michelle ® , Columbia Crest ® , 14 Hands ® and Stag’s Leap Wine Cellars ™ , and it imports and markets Antinori ® , Champagne Nicolas Feuillatte ™ , Torres ® and Villa Maria Estate ™ products in the United States. Trademarks and service marks related to Altria referenced in this release are the property of Altria or its subsidiaries or are used with permission. More information about Altria is available at altria.com and on the Altria Investor app.
Forward-Looking and Cautionary Statements
This press release contains projections of future results and other forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
Important factors that may cause actual results and outcomes to differ materially from those contained in the projections and forward-looking statements included in this press release are described in Altria’s publicly filed reports, including its Annual Report on Form 10-K for the year ended December 31, 2016 and its Quarterly Report on Form 10-Q for the period ended September 30, 2017.
These factors include the following: significant competition; changes in adult consumer preferences and demand for Altria’s operating companies’ products; fluctuations in raw material availability, quality and price; reliance on key facilities and suppliers; reliance on critical information systems, many of which are managed by third-party service providers; fluctuations in levels of customer inventories; the effects of global, national and local economic and market conditions; changes to income tax laws; federal, state and local legislative activity, including actual and potential federal and state excise tax increases; increasing marketing and regulatory restrictions; the effects of price increases related to excise tax increases and concluded tobacco litigation settlements, consumption rates and consumer preferences within price segments; health concerns relating to the use of tobacco products and exposure to environmental tobacco smoke; privately imposed smoking restrictions; and, from time to time, governmental investigations.
Furthermore, the results of Altria’s tobacco businesses are dependent upon their continued ability to promote brand equity successfully; to anticipate and respond to evolving adult consumer preferences; to develop, manufacture, market and distribute products that appeal to adult tobacco consumers (including,

14



where appropriate, through arrangements with, and investments in, third parties); to improve productivity; and to protect or enhance margins through cost savings and price increases.
Altria and its tobacco businesses are also subject to federal, state and local government regulation, including by the FDA. Altria and its subsidiaries continue to be subject to litigation, including risks associated with adverse jury and judicial determinations, courts reaching conclusions at variance with the companies’ understanding of applicable law, bonding requirements in the limited number of jurisdictions that do not limit the dollar amount of appeal bonds and certain challenges to bond cap statutes.
In addition, the factors related to Altria’s investment in AB InBev include the following: AB InBev’s inability to achieve the contemplated synergies and value creation from its business combination with SABMiller; that Altria’s equity securities in AB InBev are subject to restrictions on transfer until October 10, 2021; the risk that Altria’s reported earnings from and carrying value of its equity investment in AB InBev may be adversely affected by unfavorable foreign currency exchange rates and other factors, including the risks encountered by AB InBev in its business; the risk that the tax treatment of Altria’s transaction consideration from the AB InBev/SABMiller business combination and the accounting treatment of its equity investment are not guaranteed; and the risk that the tax treatment of the dividends Altria expects to receive from AB InBev may not be as favorable as Altria anticipates.
Altria cautions that the foregoing list of important factors is not complete and does not undertake to update any forward-looking statements that it may make except as required by applicable law. All subsequent written and oral forward-looking statements attributable to Altria or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements referenced above.
Source: Altria Group, Inc.
Altria Client Services
 
Altria Client Services
 
Investor Relations
 
Media Relations
 
804-484-8222     
 
804-484-8897
 


15

 
 
Schedule 1
ALTRIA GROUP, INC.
and Subsidiaries
Consolidated Statements of Earnings
For the Quarters Ended December 31,
(dollars in millions, except per share data)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
2017
 
2016
 
% Change
 
 
 
 
 
 
Net revenues
$
6,101

 
$
6,252

 
(2.4
)%
Cost of sales 1
1,844

 
1,905

 
 
Excise taxes on products 1
1,387

 
1,519

 
 
Gross profit
2,870

 
2,828

 
1.5
 %
Marketing, administration and research costs
623

 
701

 
 
Asset impairment and exit costs
9

 
56

 
 
Operating companies income
2,238

 
2,071

 
8.1
 %
Amortization of intangibles
6

 
6

 
 
General corporate expenses
69

 
72

 
 
Operating income
2,163

 
1,993

 
8.5
 %
Interest and other debt expense, net
180

 
176

 
 
Earnings from equity investment in AB InBev/SABMiller
(200
)
 
(231
)
 
 
Gain on AB InBev/SABMiller business combination
—

 
(13,660
)
 
 
Earnings before income taxes
2,183

 
15,708

 
(86.1
)%
(Benefit) provision for income taxes
(2,785
)
 
5,430

 
 
Net earnings
4,968

 
10,278

 
(51.7
)%
Net earnings attributable to noncontrolling interests
(2
)
 
(2
)
 
 
Net earnings attributable to Altria Group, Inc.
$
4,966

 
$
10,276

 
(51.7
)%
 
 
 
 
 
 
Per share data:
 
 
 
 
 
Basic and diluted earnings per share attributable to
Altria Group, Inc.
$
2.60

 
$
5.27

 
(50.7
)%
 
 
 
 
 
 
Weighted-average diluted shares outstanding
1,905

 
1,946

 
(2.1
)%
 
 
 
 
 
 
1   Cost of sales includes charges for resolution expenses related to state settlement agreements and FDA user fees. Supplemental information concerning those items and excise taxes on products sold is shown in Schedule 5.



 
 
 
 
 
Schedule 2
ALTRIA GROUP, INC.
and Subsidiaries
Selected Financial Data
For the Quarters Ended December 31,
(dollars in millions)
(Unaudited)
 
 
 
 
 
 
 
Net Revenues
 
Smokeable Products
Smokeless Products
Wine
All Other
Total
2017
$
5,281

$
575

$
227

$
18

$
6,101

2016
5,453

521

248

30

6,252

% Change
(3.2
)%
10.4
%
(8.5
)%
(40.0
)%
(2.4
)%
 
 
 
 
 
 
Reconciliation:
 
 
 
 
 
For the quarter ended December 31, 2016
$
5,453

$
521

$
248

$
30

$
6,252

Operations
(172
)
54

(21
)
(12
)
(151
)
For the quarter ended December 31, 2017
$
5,281

$
575

$
227

$
18

$
6,101

 
 
 
 
 
 
 
Operating Companies Income (Loss)
 
Smokeable Products
Smokeless Products
Wine
All Other
Total
2017
$
1,844

$
349

$
65

$
(20
)
$
2,238

2016
1,813

247

64

(53
)
2,071

% Change
1.7
 %
41.3
%
1.6
 %
(62.3
)%
8.1
 %
 
 
 
 
 
 
Reconciliation:
 
 
 
 
 
For the quarter ended December 31, 2016
$
1,813

$
247

$
64

$
(53
)
$
2,071

 
 
 
 
 
 
Asset impairment, exit and implementation
    costs - 2016
29

43

—

1

73

Patent litigation settlement - 2016
—

—

—

21

21

Tobacco and health litigation items - 2016
16

—

—

—

16

 
45

43

—

22

110

 
 
 
 
 
 
Asset impairment, exit, implementation and acquisition-related costs - 2017
(7
)
(4
)
—

—

(11
)
Tobacco and health litigation items - 2017
(56
)
—

—

—

(56
)
Settlement charge for lump sum pension payments - 2017
(57
)
(16
)
—

—

(73
)
 
(120
)
(20
)
—

—

(140
)
Operations
106

79

1

11

197

For the quarter ended December 31, 2017
$
1,844

$
349

$
65

$
(20
)
$
2,238

 
 
 
 
 
 


 
 
 
 
 
Schedule 3
ALTRIA GROUP, INC.
and Subsidiaries
Consolidated Statements of Earnings
For the Years Ended December 31,
(dollars in millions, except per share data)
(Unaudited)
 
 
 
 
 
 
 
2017
 
2016
 
% Change
 
 
 
 
 
 
Net revenues
$
25,576

 
$
25,744

 
(0.7
)%
Cost of sales 1
7,543

 
7,746

 
 
Excise taxes on products  1
6,082

 
6,407

 
 
Gross profit
11,951

 
11,591

 
3.1
 %
Marketing, administration and research costs
2,114

 
2,407

 
 
Asset impairment and exit costs
33

 
174

 
 
Operating companies income
9,804

 
9,010

 
8.8
 %
Amortization of intangibles
21

 
21

 
 
General corporate expenses
227

 
222

 
 
Corporate asset impairment and exit costs
—

 
5

 
 
Operating income
9,556

 
8,762

 
9.1
 %
Interest and other debt expense, net
705

 
747

 
 
Loss on early extinguishment of debt
—

 
823

 
 
Earnings from equity investment in AB InBev/SABMiller
(532
)
 
(795
)
 
 
Gain on AB InBev/SABMiller business combination
(445
)
 
(13,865
)
 
 
Earnings before income taxes
9,828

 
21,852

 
(55.0
)%
(Benefit) provision for income taxes
(399
)
 
7,608

 
 
Net earnings
10,227

 
14,244

 
(28.2
)%
Net earnings attributable to noncontrolling interests
(5
)
 
(5
)
 
 
Net earnings attributable to Altria Group, Inc.
$
10,222

 
$
14,239

 
(28.2
)%
 
 
 
 
 
 
Per share data 2 :
 
 
 
 
 
Basic and diluted earnings per share attributable to
Altria Group, Inc.
$
5.31

 
$
7.28

 
(27.1
)%
 
 
 
 
 
 
Weighted-average diluted shares outstanding
1,921

 
1,952

 
(1.6
)%
 
 
 
 
 
 
1   Cost of sales includes charges for resolution expenses related to state settlement agreements and FDA user fees. Supplemental information concerning those items and excise taxes on products sold is shown in Schedule 5.
 
 
 
 
 
 
2   Basic and diluted earnings per share attributable to Altria Group, Inc. are computed independently for each period. Accordingly, the sum of the quarterly earnings per share amounts may not agree to the year-to-date amounts.



 
 
 
 
 
Schedule 4
ALTRIA GROUP, INC.
and Subsidiaries
Selected Financial Data
For the Years Ended December 31,
(dollars in millions)
(Unaudited)
 
 
 
 
 
 
 
Net Revenues
 
Smokeable Products
Smokeless Products
Wine
All Other
Total
2017
$
22,636

$
2,155

$
698

$
87

$
25,576

2016
22,851

2,051

746

96

25,744

% Change
(0.9
)%
5.1
%
(6.4
)%
(9.4
)%
(0.7
)%
 
 
 
 
 
 
Reconciliation:
 
 
 
 
 
For the year ended December 31, 2016
$
22,851

$
2,051

$
746

$
96

$
25,744

Operations
(215
)
104

(48
)
(9
)
(168
)
For the year ended December 31, 2017
$
22,636

$
2,155

$
698

$
87

$
25,576

 
 
 
 
 
 
 
Operating Companies Income (Loss)
 
Smokeable Products
Smokeless Products
Wine
All Other
Total
2017
$
8,408

$
1,300

$
147

$
(51
)
$
9,804

2016
7,768

1,177

164

(99
)
9,010

% Change
8.2
 %
10.5
%
(10.4
)%
48.5
 %
8.8
 %
 
 
 
 
 
 
Reconciliation:
 
 
 
 
 
For the year ended December 31, 2016
$
7,768

$
1,177

$
164

$
(99
)
$
9,010

 
 
 
 
 
 
NPM Adjustment Items - 2016
12

—

—

—

12

Asset impairment, exit, implementation and acquisition-related costs - 2016
134

57

3

7

201

Patent litigation settlement - 2016
—

—

—

21

21

Tobacco and health litigation items - 2016
88

—

—

—

88

 
234

57

3

28

322

 
 
 
 
 
 
NPM Adjustment Items - 2017
5

—

—

—

5

Asset impairment, exit, implementation and acquisition-related costs - 2017
(29
)
(56
)
—

—

(85
)
Tobacco and health litigation items - 2017
(72
)
—

—

—

(72
)
Settlement charge for lump sum pension payments - 2017
(57
)
(16
)
—

—

(73
)
 
(153
)
(72
)
—

—

(225
)
Operations
559

138

(20
)
20

697

For the year ended December 31, 2017
$
8,408

$
1,300

$
147

$
(51
)
$
9,804




 
 
 
 
 
Schedule 5
ALTRIA GROUP, INC.
and Subsidiaries
Supplemental Financial Data
(dollars in millions)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Quarters Ended December 31,
 
For the Years
Ended December 31,
 
2017
 
2016
 
2017
 
2016
The segment detail of excise taxes on products sold is as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Smokeable products
$
1,346

 
$
1,478

 
$
5,927

 
$
6,247

Smokeless products
33

 
33

 
132

 
135

Wine
8

 
8

 
23

 
25

 
$
1,387

 
$
1,519

 
$
6,082

 
$
6,407

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The segment detail of charges for resolution expenses related to state settlement agreements included in cost of sales is as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Smokeable products
$
1,035

 
$
1,057

 
$
4,451

 
$
4,622

Smokeless products
2

 
2

 
8

 
8

 
$
1,037

 
$
1,059

 
$
4,459

 
$
4,630

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The segment detail of FDA user fees included in cost of sales is
     as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Smokeable products
$
72

 
$
70

 
$
278

 
$
281

Smokeless products
1

 
1

 
4

 
4

 
$
73

 
$
71

 
$
282

 
$
285

 
 
 
 
 
 
 
 


 
 
 
Schedule 6
ALTRIA GROUP, INC.
and Subsidiaries
Net Earnings and Diluted Earnings Per Share - Attributable to Altria Group, Inc.
For the Quarters Ended December 31,
(dollars in millions, except per share data)
(Unaudited)
 
 
 
 
 
 
 
 
 
Net Earnings
 
 Diluted EPS
2017 Net Earnings
$
4,966

 
$
2.60

2016 Net Earnings
$
10,276

 
$
5.27

% Change
(51.7
)%
 
(50.7
)%
 
 
 


Reconciliation:
 
 
 
2016 Net Earnings
$
10,276

 
$
5.27

 
 
 


2016 Tobacco and health litigation items
15

 
0.01

2016 SABMiller special items
(153
)
 
(0.07
)
2016 Asset impairment, exit and implementation costs
51

 
0.03

2016 Patent litigation settlement
13

 
0.01

2016 Gain on AB InBev/SABMiller business combination
(8,872
)
 
(4.56
)
2016 Tax items
(13
)
 
(0.01
)
     Subtotal 2016 special items
(8,959
)
 
(4.59
)
 
 
 
 
2017 AB InBev special items
(34
)
 
(0.02
)
2017 Asset impairment, exit, implementation and acquisition-related costs
(8
)
 
—

2017 Tobacco and health litigation items
(38
)
 
(0.02
)
2017 Settlement charge for lump sum pension payments
(49
)
 
(0.03
)
2017 Tax items
3,353

 
1.76

     Subtotal 2017 special items
3,224

 
1.69

 
 
 
 
Fewer shares outstanding
—

 
0.01

Change in tax rate
119

 
0.06

Operations
306

 
0.16

2017 Net Earnings
$
4,966

 
$
2.60




 
 
 
 
Schedule 7
 
ALTRIA GROUP, INC.
and Subsidiaries
Reconciliation of GAAP and non-GAAP Measures
For the Quarters Ended December 31,
(dollars in millions, except per share data)
(Unaudited)
 
 
 
 
 
 
 
 
Earnings before Income Taxes
(Benefit) Provision for Income Taxes
Net Earnings
Net Earnings Attributable to Altria Group, Inc.
Diluted EPS
2017 Reported
$
2,183

$
(2,785
)
$
4,968

$
4,966

$
2.60

AB InBev special items
51

17

34

34

0.02

Asset impairment, exit, implementation and
    acquisition-related costs
12

4

8

8

—

Tobacco and health litigation items
62

24

38

38

0.02

Settlement charge for lump sum pension payments
81

32

49

49

0.03

Tax items
—

3,353

(3,353
)
(3,353
)
(1.76
)
2017 Adjusted for Special Items
$
2,389

$
645

$
1,744

$
1,742

$
0.91

 
 
 
 
 
 
2016 Reported
$
15,708

$
5,430

$
10,278

$
10,276

$
5.27

Tobacco and health litigation items
17

2

15

15

0.01

SABMiller special items
(236
)
(83
)
(153
)
(153
)
(0.07
)
Asset impairment, exit and implementation costs
73

22

51

51

0.03

Patent litigation settlement
21

8

13

13

0.01

Gain on AB InBev/SABMiller business
combination
(13,660
)
(4,788
)
(8,872
)
(8,872
)
(4.56
)
Tax items
—

13

(13
)
(13
)
(0.01
)
2016 Adjusted for Special Items
$
1,923

$
604

$
1,319

$
1,317

$
0.68

 
 
 
 
 
 
2017 Reported Net Earnings
 
 
 
$
4,966

$
2.60

2016 Reported Net Earnings
 
 
 
$
10,276

$
5.27

% Change
 
 
 
(51.7
)%
(50.7
)%
 
 
 
 
 
 
2017 Net Earnings Adjusted for Special Items
 
 
$
1,742

$
0.91

2016 Net Earnings Adjusted for Special Items
 
 
$
1,317

$
0.68

% Change
 
 
 
32.3
 %
33.8
 %



 
 
 
Schedule 8
ALTRIA GROUP, INC.
and Subsidiaries
Net Earnings and Diluted Earnings Per Share - Attributable to Altria Group, Inc.
For the Years Ended December 31,
(dollars in millions, except per share data)
(Unaudited)
 
 
 
 
 
 
 
 
 
Net Earnings
 
  Diluted EPS   1
2017 Net Earnings
$
10,222

 
$
5.31

2016 Net Earnings
$
14,239

 
$
7.28

% Change
(28.2
)%

(27.1
)%
 
 
 


Reconciliation:
 
 

2016 Net Earnings
$
14,239

 
$
7.28

 
 
 
 
2016 NPM Adjustment Items
11

 
0.01

2016 Tobacco and health litigation items
71

 
0.04

2016 SABMiller special items
(57
)
 
(0.03
)
2016 Loss on early extinguishment of debt
541

 
0.28

2016 Asset impairment, exit, implementation and acquisition-related costs
135

 
0.07

2016 Patent litigation settlement
13

 
0.01

2016 Gain on AB InBev/SABMiller business combination
(9,001
)
 
(4.61
)
2016 Tax items
(30
)
 
(0.02
)
     Subtotal 2016 special items
(8,317
)
 
(4.25
)
 
 
 


2017 NPM Adjustment Items
(2
)
 
—

2017 Tobacco and health litigation items
(50
)
 
(0.03
)
2017 AB InBev special items
(105
)
 
(0.05
)
2017 Asset impairment, exit, implementation and acquisition-related costs
(55
)
 
(0.03
)
2017 Gain on AB InBev/SABMiller business combination
289

 
0.15

2017 Settlement charge for lump sum pension payments
(49
)
 
(0.03
)
2017 Tax items
3,674

 
1.91

     Subtotal 2017 special items
3,702

 
1.92

 
 
 
 
Fewer shares outstanding
—

 
0.05

Change in tax rate
124

 
0.06

Operations
474

 
0.25

2017 Net Earnings
$
10,222


$
5.31

 
 
 
 
1  Diluted earnings per share attributable to Altria Group, Inc. is computed independently for each period. Accordingly, the sum of the quarterly earnings per share amounts may not agree to the year-to-date amounts.



 
 
 
 
Schedule 9
 
ALTRIA GROUP, INC.
and Subsidiaries
Reconciliation of GAAP and non-GAAP Measures
For the Years Ended December 31,
(dollars in millions, except per share data)
(Unaudited)
 
 
 
 
 
 
 
 
Earnings before Income Taxes
(Benefit) Provision for Income Taxes
Net Earnings
Net Earnings Attributable to Altria Group, Inc.
Diluted EPS
2017 Reported
$
9,828

$
(399
)
$
10,227

$
10,222

$
5.31

NPM Adjustment Items
4

2

2

2

—

Tobacco and health litigation items
80

30

50

50

0.03

AB InBev special items
160

55

105

105

0.05

Asset impairment, exit, implementation and
acquisition-related costs
89

34

55

55

0.03

Gain on AB InBev/SABMiller business
combination
(445
)
(156
)
(289
)
(289
)
(0.15
)
Settlement charge for lump sum pension
    payments
81

32

49

49

0.03

Tax items
—

3,674

(3,674
)
(3,674
)
(1.91
)
2017 Adjusted for Special Items
$
9,797

$
3,272

$
6,525

$
6,520

$
3.39

 
 
 
 
 
 
2016 Reported
$
21,852

$
7,608

$
14,244

$
14,239

$
7.28

NPM Adjustment Items
18

7

11

11

0.01

Tobacco and health litigation items
105

34

71

71

0.04

SABMiller special items
(89
)
(32
)
(57
)
(57
)
(0.03
)
Loss on early extinguishment of debt
823

282

541

541

0.28

Asset impairment, exit, implementation and
    acquisition-related costs
206

71

135

135

0.07

Patent litigation settlement
21

8

13

13

0.01

Gain on AB InBev/SABMiller business
combination
(13,865
)
(4,864
)
(9,001
)
(9,001
)
(4.61
)
Tax items
—

30

(30
)
(30
)
(0.02
)
2016 Adjusted for Special Items
$
9,071

$
3,144

$
5,927

$
5,922

$
3.03

 
 
 
 
 
 
2017 Reported Net Earnings
 
 
 
$
10,222

$
5.31

2016 Reported Net Earnings
 
 
 
$
14,239

$
7.28

% Change
 
 
 
(28.2
)%
(27.1
)%
 
 
 
 
 
 
2017 Net Earnings Adjusted for Special Items
 
 
$
6,520

$
3.39

2016 Net Earnings Adjusted for Special Items
 
 
$
5,922

$
3.03

% Change
 
 
 
10.1
 %
11.9
 %
 
 
 
 
 
 



 
 
 
Schedule 10
ALTRIA GROUP, INC.
and Subsidiaries
Reconciliation of GAAP and non-GAAP Measures

For the Periods Ended December 31,
(Unaudited)
 
 
 
 
 
 
 
 
 
Fourth Quarter
 
Full Year
U.S. federal statutory rate
35.0
 %
 
35.0
 %
Increase (decrease) resulting from:
 
 
 
State and local income taxes, net of federal tax benefit
4.9

 
3.5

Re-measurement of net deferred tax liabilities
(140.3
)
 
(31.2
)
Tax basis in foreign investments
(35.0
)
 
(7.8
)
Deemed repatriation tax
18.9

 
4.2

Uncertain tax positions
(2.3
)
 
(0.9
)
AB InBev dividend benefit
(9.7
)
 
(5.9
)
Domestic manufacturing deduction
(2.1
)
 
(1.8
)
Other
3.0

 
0.8

Reported effective tax rate 1
(127.6
)%
 
(4.1
)%
Tax reform items
154.2

 
34.3

Valuation allowance release
—

 
2.4

IRS audit closure
—

 
1.5

Other
0.4

 
(0.7
)
Adjusted effective tax rate 2
27.0
 %
 
33.4
 %
1 Reported effective tax rate is calculated as “(Benefit) provision for income taxes” divided by “Earnings before income taxes” from Schedules 1 and 3.
2 Adjusted effective tax rate is calculated as “Adjusted provision for income taxes” divided by “Adjusted earnings before income taxes” from
Schedules 7 and 9.




 
 
 
Schedule 11
ALTRIA GROUP, INC.
and Subsidiaries
Condensed Consolidated Balance Sheets
(dollars in millions)
(Unaudited)
 
 
 
 
 
December 31, 2017
 
December 31, 2016
Assets
 
 
 
Cash and cash equivalents
$
1,253

 
$
4,569

Inventories
2,225

 
2,051

Other current assets
866

 
640

Property, plant and equipment, net
1,914

 
1,958

Goodwill and other intangible assets, net
17,707

 
17,321

Investment in AB InBev
17,952

 
17,852

Finance assets, net
899

 
1,028

Other long-term assets
386

 
513

Total assets
$
43,202

 
$
45,932

 
 
 
 
Liabilities and Stockholders’ Equity
 
 
 
Current portion of long-term debt
$
864

 
$
—

Accrued settlement charges
2,442

 
3,701

Other current liabilities
3,486

 
3,674

Long-term debt
13,030

 
13,881

Deferred income taxes
5,247

 
8,416

Accrued postretirement health care costs
1,987

 
2,217

Accrued pension costs
445

 
805

Other long-term liabilities
283

 
427

      Total liabilities
27,784

 
33,121

      Redeemable noncontrolling interest
38

 
38

      Total stockholders’ equity
15,380

 
12,773

Total liabilities and stockholders’ equity
$
43,202

 
$
45,932

 
 
 
 
Total debt
$
13,894

 
$
13,881