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): May 16, 2012
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) |
Registrants 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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, Mr. Martin J. Barrington was elected Chairman and Chief Executive Officer effective upon the conclusion of the Annual Meeting of Shareholders of Altria Group, Inc. (the Company) held on May 17, 2012 (the Annual Meeting). In connection with his election, Mr. Barrington was promoted to salary band A and his annual base salary was set at $1,150,000. Also in connection with his election, Mr. Barrington received a special grant of 150,000 shares of restricted stock, which will vest five years from the grant date. The form of restricted stock agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference to this Item 5.02 in its entirety.
Mr. Barringtons annual incentive and long-term incentive plan (LTIP) targets are consistent with salary band A targets and are as follows: Mr. Barringtons annual incentive award target will be 150% of base salary, and his LTIP award target will be 250% of the sum of each year-end base salary for the three years of a performance cycle. Consistent with the Compensation Committees practice with respect to annual equity awards for salary band A executives, such annual equity awards for Mr. Barrington will be determined in January 2013.
For reasons of security and personal safety, Mr. Barrington will be required to use Company aircraft for all travel, including personal use subject to an annual allowance of $200,000. The Compensation Committee considered the potential value of Mr. Barringtons personal aircraft usage in determining the other components of his total compensation.
In addition, the Company will provide home security system upgrades and monitoring for Mr. Barrington. Mr. Barrington will be eligible to receive other perquisites consistent with those generally available to the Companys named executive officers, as more fully described under the Compensation Discussion and Analysis section of the Companys 2012 Proxy Statement filed with the Securities and Exchange Commission on April 5, 2012 (the Proxy Statement), which discussion is incorporated by reference to this Item 5.02.
Mr. Barringtons compensation for 2011 as well as the Companys annual incentive award program, LTIP and other programs are more fully described under the Compensation Discussion and Analysis section of the Companys Proxy Statement, which discussion is incorporated by reference to this Item 5.02 .
In addition, in connection with the retirement of Mr. Michael E. Szymanczyk effective upon the conclusion of the Annual Meeting, the Time Sharing Agreement between Mr. Szymanczyk and Altria Client Services Inc., a wholly owned subsidiary of the Company, dated January 28, 2009 (as amended), has been terminated effective May 18, 2012, as set forth in the Time Sharing Termination Letter between Altria Client Services Inc. and Mr. Szymanczyk, dated May 17, 2012. The Time Sharing Agreement and amendments thereto have been previously filed with the Securities and Exchange Commission. The Time Sharing Termination Letter is attached to this Current Report on Form 8-K as Exhibit 10.2 and is incorporated by reference to this Item 5.02 in its entirety.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 17, 2012, Altria Group, Inc. (the Company) held its Annual Meeting of Shareholders (Annual Meeting). There were 1,767,861,634 shares of common stock of the Company represented in person or by proxy at the meeting, constituting 86.82% of outstanding shares on March 26, 2012, the record date. The matters voted upon at the Annual Meeting and the final results of such voting are set forth below:
Proposal 1: To elect eleven* directors of the Company.
Name |
For |
Against |
Abstain |
Broker Non-Vote |
||||||||||
Elizabeth E. Bailey |
1,283,038,271 | 32,811,374 | 3,551,411 | 448,460,577 | ||||||||||
Gerald L. Baliles |
1,240,633,260 | 75,192,801 | 3,574,995 | 448,460,577 | ||||||||||
Martin J. Barrington |
1,293,486,248 | 22,176,469 | 3,738,290 | 448,460,577 | ||||||||||
John T. Casteen III |
1,230,217,956 | 85,135,013 | 4,047,740 | 448,460,577 | ||||||||||
Dinyar S. Devitre |
1,306,990,660 | 8,363,487 | 4,041,431 | 448,460,577 | ||||||||||
Thomas F. Farrell II |
1,295,619,468 | 20,177,176 | 3,604,413 | 448,460,577 | ||||||||||
Thomas W. Jones |
1,294,491,505 | 21,171,875 | 3,736,918 | 448,460,577 | ||||||||||
W. Leo Kiely III |
1,308,088,715 | 7,429,745 | 3,882,598 | 448,460,577 | ||||||||||
Kathryn B. McQuade |
1,307,877,500 | 7,759,866 | 3,763,692 | 448,460,577 | ||||||||||
George Muñoz |
1,307,396,710 | 8,106,772 | 3,886,324 | 448,460,577 | ||||||||||
Nabil Y. Sakkab |
1,306,166,416 | 9,212,251 | 4,011,113 | 448,460,577 |
All director nominees were duly elected.
* | As previously reported, in connection with Mr. Szymanczyks retirement upon the conclusion of the Annual Meeting, the Board of Directors of the Company (the Board) amended Article II, Section 2 of the Amended and Restated By-Laws, filed as Exhibit 3.2 to the Companys Current Report on Form 8-K filed on February 29, 2012, in order to decrease the size of the Board from twelve (12) to eleven (11) directors, effective upon the conclusion of the Annual Meeting. |
Proposal 2: Ratification of the selection of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2012.
For |
Against |
Abstain |
||||||
1,732,020,202 |
31,021,706 | 4,819,727 |
The selection of Independent Registered Public Accounting Firm was ratified.
Proposal 3: Advisory Vote to Approve the Compensation of the Companys Named Executive Officers.
For |
Against |
Abstain |
Broker Non-Vote |
|||||||||
1,242,723,920 |
68,389,805 | 8,287,323 | 448,460,577 |
The proposal was approved on an advisory basis.
Proposal 4: Shareholder Proposal - Disclosure of Lobbying Policies and Practices.
For |
Against |
Abstain |
Broker Non-Vote |
|||||||||
257,680,472 |
1,000,234,527 | 61,484,134 | 448,460,577 |
The proposal was defeated.
Item 7.01. Regulation FD Disclosure.
On May 17, 2012, Altria Group, Inc. (the Company) held its Annual Meeting of Shareholders (Annual Meeting). In connection with the Annual Meeting and the Companys Board of Directors meeting held on May 17, 2012, the Company issued a press release on May 17, 2012, in which the Company, among other things, announced that, as previously disclosed, in connection with Mr. Szymanczyks retirement, the Board has appointed Mr. Barrington to serve as Chairman and Chief Executive Officer of the Company upon the conclusion of the Annual Meeting.
In addition, the Company reaffirmed earnings guidance for 2012 in the press release.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in its entirety to this Item 7.01.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including the exhibits hereto, 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 7.01 to this Current Report 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 9.01. Financial Statements and Exhibits.
(d) | Exhibits |
10.1 | Form of Restricted Stock Agreement (filed pursuant to Item 5.02) |
10.2 | Time Sharing Termination Letter (filed pursuant to Item 5.02) |
99.1 | Altria Group, Inc. Press Release dated May 17, 2012 (furnished pursuant to Item 7.01) |
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: |
Corporate Secretary and Senior Assistant General Counsel |
DATE: May 17, 2012
EXHIBIT INDEX
Exhibit No. |
Description |
|
10.1
|
Form of Restricted Stock Agreement (filed pursuant to Item 5.02) | |
10.2 | Time Sharing Termination Letter (filed pursuant to Item 5.02) | |
99.1 | Altria Group, Inc. Press Release dated May 17, 2012 (furnished pursuant to Item 7.01) |
Exhibit 10.1
THE ALTRIA GROUP, INC.
2010 PERFORMANCE INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
(May 16, 2012)
ALTRIA GROUP, INC. (the Company), a Virginia corporation, hereby grants to the employee identified in the 2012 Restricted Stock Award section of the Award Statement (the Employee) under the Altria Group, Inc. 2010 Performance Incentive Plan (the Plan) a Restricted Stock Award (the Award) dated May 16, 2012 (the Award Date), with respect to the number of shares of the Common Stock of the Company (the Common Stock) set forth in the 2012 Restricted Stock Award section of the Award Statement (the Shares), all in accordance with and subject to the following terms and conditions of this Restricted Stock Agreement (the Agreement):
1. Book Entry Registration . The Shares shall be evidenced by a book entry account maintained by the Companys Transfer Agent for the Common Stock. Upon the vesting of Shares, no certificates will be issued except upon a separate written request made to such Transfer Agent or other agent as determined by the Company.
2. Condition to Award . As applicable and in the sole discretion of the Company or its delegate, this Award may be contingent on, and in consideration of, the execution of a Confidentiality and Non-Competition Agreement by the Employee. In the event the Employee is required to execute a Confidentiality and Non-Competition Agreement, the Company or its delegate will so notify the Employee prior to issuance of the Award. If the Employee does not execute the Confidentiality and Non-Competition Agreement within a reasonable time frame established by the Company or its delegate, but no later than 90 days after the Award Date, this Agreement will be null and void with respect to the Employee and the Employee will forfeit any and all rights to the Award.
3. Restrictions . Subject to Section 2 above and Section 4 below, the restrictions on the Shares shall lapse and the Shares shall vest on the vesting date set forth in the 2012 Restricted Stock Award section of the Award Statement (the Vesting Date), provided that the Employee remains an employee of the Company (or a subsidiary or affiliate) during the entire period (the Restriction Period) commencing on the Award Date and ending on the Vesting Date.
4. Termination of Employment During Restriction Period . In the event of the termination of the Employees employment with the Company (and with all subsidiaries and affiliates of the Company) prior to the Vesting Date due to death or Disability, or upon the Employee reaching eligibility for Normal Retirement, the restrictions on the Shares shall lapse and the Shares shall become fully vested on the date of death, Disability, or eligibility for Normal Retirement.
If the Employees employment with the Company (and with all subsidiaries and affiliates of the Company) is terminated for any reason other than death, Disability, or reaching eligibility for Normal Retirement prior to the end of the Restriction Period, the Employee shall forfeit all rights to the Shares immediately after termination of employment. Notwithstanding the foregoing, the Compensation Committee of the Board of Directors of the Company (the Compensation Committee) may, in its sole discretion, waive the restrictions on, and the vesting requirements for, the Shares.
5. Voting and Dividend Rights . During the Restriction Period, the Employee shall have the rights to vote the Shares and to receive any cash dividends payable with respect to the Shares, as paid, less applicable withholding taxes.
6. Transfer Restrictions . This Award and the Shares (until they become unrestricted pursuant to the terms hereof) are non-transferable and may not be assigned, hypothecated or otherwise pledged and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the Award shall immediately become null and void, and the Shares shall be forfeited.
7. Withholding Taxes . The Company is authorized to satisfy the actual minimum statutory withholding taxes arising from the granting or vesting of this Award, as the case may be, by deducting the number of Shares having an aggregate value equal to the amount of withholding taxes due from the total number of Shares awarded or the number of Shares vesting or otherwise becoming subject to current taxation. The Company is also authorized to satisfy the actual withholding taxes arising from the granting or vesting of this Award, or hypothetical withholding tax amounts if the Employee is covered under a Company tax equalization policy, as the case may be, by the remittance of the required amounts from any proceeds realized upon the open-market sale of vested Shares by the Employee. Shares deducted from this Award in satisfaction of actual minimum statutory withholding tax requirements shall be valued at the Fair Market Value of the Shares on the date as of which the amount giving rise to the withholding requirement first became includible in the gross income of the Employee under applicable tax laws. If the Employee is covered by a Company tax equalization policy, the Employee also agrees to pay to the Company any additional hypothetical tax obligation calculated and paid in accordance with such tax equalization policy.
8. Death of Employee . If any of the Shares shall vest upon the death of the Employee, they shall be registered in the name of the estate of the Employee except that, to the extent permitted by the Compensation Committee, if the Company shall have theretofore received in writing a beneficiary designation, the Shares shall be registered in the name of the designated beneficiary.
9. Board Authorization in the Event of Restatement . Notwithstanding anything in this Agreement to the contrary, if the Board of Directors of the Company or an appropriate Committee of the Board determines that, as a result of a restatement of the Companys financial statements, the Employee has received greater compensation in connection with the Award than would have been received absent the incorrect financial statements, the Board or Committee, in its discretion, may take such action with respect to this Award as it deems necessary or appropriate to address the events that gave rise to the restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, causing the full or partial cancellation of this Award and, with respect to Shares that have vested, requiring the Employee to repay to the Company the full or partial Fair Market Value of the Award determined at the time of vesting, and the Employee agrees by accepting this Award that the Board or Committee may make such a cancellation, impose such a repayment obligation, or take other necessary or appropriate actions in such circumstances.
10. Other Terms and Provisions . The terms and provisions of the Plan (a copy of which will be furnished to the Employee upon written request to the Office of the Corporate Secretary, Altria Group, Inc., 6601 West Broad Street, Richmond, Virginia 23230) are incorporated herein by reference. To the extent any provision of this Award is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. Capitalized terms not otherwise defined herein have the meaning set forth in the Plan. Subject to the provisions of section 6(a) of the Plan, in the event of any merger, share exchange, reorganization, consolidation, recapitalization, reclassification, distribution, stock dividend, stock split, reverse stock split, split-up, spin-off, issuance of rights or warrants or other similar transaction or event affecting the Common Stock after the date of this Award, the Board of Directors of the Company is authorized, to the extent it deems appropriate, to make adjustments to the number and kind of shares of stock subject to this Award, including the substitution of equity interests in other entities involved in such transactions, to provide for cash payments in lieu of Shares, and to determine whether continued
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employment with any entity resulting from such a transaction will or will not be treated as continued employment with the Company and its subsidiaries and affiliates, in each case subject to any Board or Compensation Committee action specifically addressing any such adjustments, cash payments, or continued employment treatment.
For purposes of this Agreement, (a) the term Disability means permanent and total disability as determined under procedures established by the Company for purposes of the Plan, and (b) the term Normal Retirement means retirement from active employment under a pension plan of the Company or any subsidiary or affiliate of the Company or under an employment contract with the Company or any subsidiary or affiliate of the Company on or after the date specified as the normal retirement age in the pension plan or employment contract, if any, under which the Employee is at that time accruing pension benefits for his or her current service (or, in the absence of a specified normal retirement age, the age at which pension benefits under such plan or contract become payable without reduction for early commencement and without any requirement of a particular period of prior service). In any case in which (i) the meaning of Normal Retirement is uncertain under the definition contained in the prior sentence or (ii) a termination of employment at or after age 65 would not otherwise constitute Normal Retirement, an Employees termination of employment shall be treated as a Normal Retirement under such circumstances as the Compensation Committee, in its sole discretion, deems equivalent to retirement. Generally, for purposes of this Agreement, (x) a subsidiary includes only any company in which the Company, directly or indirectly, has a beneficial ownership interest of greater than 50 percent and (y) an affiliate includes only any company that (A) has a beneficial ownership interest, directly or indirectly, in the Company of greater than 50 percent or (B) is under common control with the Company through a parent company that, directly or indirectly, has a beneficial ownership interest of greater than 50 percent in both the Company and the affiliate.
IN WITNESS WHEREOF, this Restricted Stock Agreement has been duly executed as of May 16, 2012.
ALTRIA GROUP, INC. | ||
/s/ W. H ILDEBRANDT S URGNER , J R . | ||
By: |
W. Hildebrandt Surgner, Jr. Corporate Secretary |
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Exhibit 10.2
[ALCS Letterhead]
May 17, 2012
BY HAND
Mr. Michael E. Szymanczyk
6601 West Broad Street
Richmond, Virginia 23230
Re: | Termination of Aircraft Time Sharing Agreement |
Dear Mr. Szymanczyk:
In connection with your retirement, we confirm that the Time Sharing Agreement, dated January 28, 2009, between you and Altria Client Services Inc. will terminate effective at 12:01 a.m. on May 18, 2012. Invoices for any charges incurred through the date of termination will be forwarded in the ordinary course of business and will be payable on the terms set forth in the Time Sharing Agreement.
Best regards.
Altria Client Services Inc.
By: | / S / R ODGER W. R OLLAND |
Name: | Rodger W. Rolland | |||
Title: |
Vice President, Compensation, Benefits & HR Services |
AGREED TO AS OF THE DATE INDICATED: | ||||
/s/ M ICHAEL E. S ZYMANCZYK | ||||
Michael E. Szymanczyk | ||||
Date: May 17, 2012 |
Exhibit 99.1
ALTRIA HOLDS ANNUAL MEETING OF SHAREHOLDERS
|
Martin J. Barrington succeeds Michael E. Szymanczyk as Altrias Chairman and CEO, following Mr. Szymanczyks retirement |
|
Altria announces Annual Meeting voting results |
|
Altria reaffirms 2012 full-year guidance for reported and adjusted diluted earnings per share (EPS) |
|
Altria declares regular quarterly dividend of $0.41 per share |
Richmond, VA May 17, 2012 Altria Group, Inc. (Altria) (NYSE: MO) held its 2012 Annual Meeting of Shareholders (Annual Meeting) today. In his last Annual Meeting as Altrias Chairman and Chief Executive Officer (CEO), Mr. Michael E. Szymanczyk updated shareholders on Altrias continuing progress against its corporate Mission, which enables Altria to deliver superior returns to shareholders.
Appointment of Chairman and CEO
Following todays Annual Meeting, Mr. Martin J. Barrington succeeded Mr. Szymanczyk as Altrias Chairman and CEO. Earlier this year, Mr. Szymanczyk had announced his decision to retire after 23 years of distinguished service to the Company, including four years as Chairman and CEO of Altria and 12 years as President and CEO of Philip Morris USA Inc. (PM USA).
I am very pleased that our Board has elected Marty Barrington to succeed me as Chairman and CEO, said Mr. Szymanczyk. And I am equally pleased that they have elected Dave Beran to work with Marty as President and Chief Operating Officer. Marty and Dave have made significant contributions in a variety of roles over the years. Their talent and experience give the Board, and me personally, great confidence in their ability to lead Altria through its next phase of growth.
I am very excited about Altrias future, said Mr. Barrington. The Company has a unique combination of terrific and profitable brands, a strong and diverse balance sheet and truly talented people to drive growth into the future. Im honored to have the opportunity to lead this Company.
6601 West Broad Street, Richmond, VA 23230
Voting Results for Altrias 2012 Annual Meeting
Altrias shareholders elected to a one-year term each of the eleven nominees for director named in Altrias proxy statement; ratified the selection of PricewaterhouseCoopers LLP as Altrias independent registered public accounting firm for the fiscal year ending 2012; approved on an advisory basis the compensation of Altrias named executive officers; and defeated one shareholder proposal at todays Annual Meeting. Final voting results will be reported on a Current Report on Form 8-K.
2012 Full-Year Guidance
Altria reaffirms its 2012 full-year guidance for reported diluted EPS to be in the range of $2.25 to $2.31, as updated in yesterdays press release. The forecast includes estimated net gains of $0.08 per share, reflecting estimated net gains of $0.10 per share for SABMiller plc (SABMiller) special items, partially offset by asset impairment, exit and implementation costs of $0.02 per share related to the cost reduction program that Altria announced in October 2011.
Altria reaffirms its 2012 full-year guidance for adjusted diluted EPS, which excludes special items shown in Table 1 below, to be in the range of $2.17 to $2.23, representing a growth rate of 6% to 9% from an adjusted diluted EPS base of $2.05 per share in 2011.
The factors described in the Forward-Looking and Cautionary Statements section of this release represent continuing risks to this forecast. Reconciliations of full-year adjusted to reported diluted EPS are shown in Table 1 below.
* Excludes the tax impact included in the 2011 PMCC leveraged lease charge.
Note: Altria reports its financial results, including diluted EPS, in accordance with U.S. generally accepted accounting principles (GAAP). Altrias management uses adjusted measures, which exclude certain income and expense items that management believes are not part of underlying operations, for planning, forecasting and evaluating the performances of Altrias businesses. Altrias management does not view any of these special items to be part of Altrias sustainable results as they may be highly variable and difficult to predict and can distort underlying business trends and results.
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Regular Quarterly Dividend
Following todays Annual Meeting, Altrias Board of Directors (Board) declared a regular quarterly dividend of $0.41 per common share, payable on July 10, 2012, to shareholders of record as of June 15, 2012. The ex-dividend date is June 13, 2012.
Webcast Replay
A copy of Mr. Szymanczyks business presentation and prepared remarks, as well as a replay of the audio webcast of Altrias Annual Meeting, are available on altria.com until 5:00 p.m. Eastern Time on Friday, June 15, 2012.
Altrias Profile
Altria directly or indirectly owns 100% of each of PM USA, U.S. Smokeless Tobacco Company LLC (USSTC), John Middleton Co. (Middleton), Ste. Michelle Wine Estates Ltd. (Ste. Michelle) and Philip Morris Capital Corporation (PMCC). Altria holds a continuing economic and voting interest in SABMiller.
The brand portfolios of Altrias tobacco operating companies include such well-known names as Marlboro , Copenhagen , Skoal and Black & Mild . Ste. Michelle produces and markets premium wines sold under various labels, including Chateau Ste. Michelle , Columbia Crest and Stags Leap Wine Cellars , and it exclusively distributes and markets Antinori , Champagne Nicolas Feuillatte and Villa Maria Estate products in the United States. Trademarks and service marks related to Altria referenced in this release are the property of, or licensed by, Altria or its subsidiaries. More information about Altria is available at altria.com.
Forward-Looking and Cautionary Statements
This press release and todays remarks contain 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 Altrias publicly filed reports, including its Annual Report on Form 10-K for the year ended December 31, 2011 and its Quarterly Report on Form 10-Q for the period ended March 31, 2012.
These factors include the following: Altrias tobacco businesses (PM USA, USSTC and Middleton) are subject to significant competition; changes in adult consumer preferences and demand for their products; fluctuations in raw material availability, quality and cost; reliance on
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key facilities and suppliers; reliance on critical information systems, many of which are managed by third party services providers; fluctuations in levels of customer inventories; the effects of global, national and local economic and market conditions; changes to income tax laws; legislation, 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 on trade inventories, 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 Altrias tobacco businesses are dependent upon their continued ability to promote brand equity successfully; to anticipate and respond to evolving adult consumer preferences; to develop new products and markets within and potentially outside the United States; to broaden brand portfolios in order to compete effectively; and to improve productivity.
Altria and its tobacco businesses are also subject to federal, state and local government regulation, including broad-based regulation of PM USA and USSTC by the U.S. Food and Drug Administration. 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.
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 |
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