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): July 20, 2011
ALTRIA GROUP, INC.
(Exact name of registrant as specified in its charter)
Virginia | 1-8940 | 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 2.02. Results of Operations and Financial Condition.
On July 20, 2011, Altria Group, Inc. (Altria) issued an earnings press release announcing its financial results for the quarter ended June 30, 2011. A copy of the earnings press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
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 9.01. Financial Statements and Exhibits.
(d) | Exhibits |
99.1 |
Altria Group, Inc. Earnings Press Release, dated July 20, 2011 (furnished pursuant to Item 2.02) |
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: July 20, 2011
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Altria Group, Inc. Earnings Press Release, dated July 20, 2011 (furnished pursuant to Item 2.02) |
Exhibit 99.1
ALTRIA REPORTS 2011 SECOND-QUARTER AND FIRST-HALF RESULTS
¡ |
Altrias 2011 reported diluted earnings per share down 58.0% to $0.21 in the second quarter and down 25.8% to $0.66 in the first half primarily due to the previously announced one-time charge related to leveraged lease transactions | |
¡ |
Altrias 2011 adjusted diluted earnings per share up 6.0% to $0.53 in the second quarter and up 5.4% to $0.97 in the first half | |
¡ |
Cigarettes segments 2011 second-quarter operating companies income (OCI) up 5.9% on a reported basis and up 2.8% on an adjusted basis. Both reported and adjusted OCI include a $36 million charge for the Scott case | |
¡ |
Marlboro delivers sequential retail share growth of 0.4 share points in the second quarter of 2011 versus the first quarter of 2011 | |
¡ |
Copenhagen and Skoals combined second-quarter retail share up 0.8 share points versus the prior-year period | |
¡ |
Altria reaffirms 2011 full-year guidance for reported diluted earnings per share in the range of $1.70 to $1.76 | |
¡ |
Altria reaffirms 2011 full-year guidance for adjusted diluted earnings per share in the range of $2.01 to $2.07, representing a growth rate of 6% to 9% from an adjusted base of $1.90 per share in 2010 |
RICHMOND, Va.July 20, 2011 Altria Group, Inc. (Altria) (NYSE: MO) today announced its 2011 second-quarter and first-half results and reaffirmed its 2011 full-year guidance for reported and adjusted diluted earnings per share (EPS).
Altria continued to deliver solid adjusted EPS growth in the second quarter of 2011, said Michael E. Szymanczyk, Chairman and Chief Executive Officer of Altria. Our adjusted EPS growth reflects the strong operating margins and retail share performance of our tobacco companies premium brands.
Marlboro achieved strong sequential retail share growth, said Mr. Szymanczyk. Copenhagen continued to deliver exceptional retail share and volume results, and Skoal responded to brand-building initiatives as the brand grew its sequential retail share for the second consecutive quarter.
Altria continued to reward its shareholders through dividends and its share repurchase program. Altria repurchased 22.8 million shares in the second-quarter and paid almost $1.6
6601 West Broad Street, Richmond, VA 23230
billion in dividends in the first half of 2011. We believe that our business results through June put us on track to achieve the 2011 full-year reported and adjusted diluted EPS guidance.
Conference Call
A conference call with the investment community and news media will be webcast on July 20, 2011 at 9:00 a.m. Eastern Time. Access to the webcast is available at altria.com.
Cost Management
Altria and its companies achieved cost savings of $80 million in the second quarter of 2011 and $115 million in the first half of 2011. Altria expects to achieve at least $30 million in additional cost savings by the end of 2011 and is on track to exceed its goal of $1.5 billion in cost reductions versus 2006.
Share Repurchase Program
Altria began repurchasing shares of its common stock in the second quarter of 2011 as part of its previously announced $1 billion 2011 one-year share repurchase program. Altria repurchased 22.8 million shares at an average price of $27.07 for a total cost of $616 million. Share repurchases under this program depend upon marketplace conditions and other factors, and the program remains subject to the discretion of Altrias Board of Directors.
Debt and Revolving Credit Agreement
In the second quarter of 2011, Altria issued $1.5 billion of senior unsecured notes with a coupon of 4.75%. The notes mature in May 2021.
Altria also entered into a senior unsecured five-year revolving credit agreement that provides for borrowings up to an aggregate principal amount of $3.0 billion and expires on June 30, 2016. The credit agreement replaced Altrias $600 million senior unsecured 364-day revolving credit agreement, which was to expire on November 16, 2011, and Altrias $2.4 billion senior unsecured three-year revolving credit agreement, which was to expire on November 20, 2012.
2011 Full-Year Guidance
Altria reaffirms its 2011 full-year guidance for reported diluted EPS, which was previously revised in June 2011 in connection with a Philip Morris Capital Corporation (PMCC) leveraged lease charge, to be in the range of $1.70 to $1.76. This forecast includes estimated net charges of $0.31 per share related to a PMCC leveraged lease charge and SABMiller plc (SABMiller) special items.
2
Altria reaffirms its 2011 full-year guidance for adjusted diluted EPS, which excludes special items, to be in the range of $2.01 to $2.07, representing a growth rate of 6% to 9% from an adjusted base of $1.90 per share in 2010. Altrias 2011 first-half adjusted diluted EPS results exceeded managements expectations, due in part to trade inventory dynamics and higher equity earnings from Altrias investment in SABMiller. Philip Morris USA (PM USA) believes that the trade has begun to deplete cigarette inventories built in the second quarter and first half of 2011, and expects this depletion to negatively impact PM USAs 2011 third-quarter cigarette shipment volume and income. As a result, Altria expects its quarterly adjusted diluted EPS growth to be stronger in the fourth quarter of 2011 than in the third quarter of 2011. Altria anticipates that 2011 second-half adjusted diluted EPS growth will be higher than the first half of 2011.
The business environment for 2011 is likely to remain challenging, as adult consumers remain under economic pressure and face high unemployment. Altrias tobacco operating companies continue to face significant competitive activity. The factors described in the Forward-Looking and Cautionary Statements section of this release represent continuing risks to this forecast. Reconciliations of full-year reported to adjusted diluted EPS guidance are shown in Table 1 below.
Table 1 - Altrias Full-Year Earnings Per Share Guidance Excluding Special Items
| ||||||||||||
Full Year | ||||||||||||
2011 Guidance | 2010 | Change | ||||||||||
Reported diluted EPS |
$ | 1.70 to $1.76 | $ | 1.87 | (9)% to (6)% | |||||||
Asset impairment, exit, integration and implementation costs |
- | 0.04 | ||||||||||
UST acquisition-related costs* |
- | 0.01 | ||||||||||
SABMiller special items |
0.01 | 0.03 | ||||||||||
PMCC leveraged lease charge |
0.30 | - | ||||||||||
Tax items** |
- | (0.05) | ||||||||||
Adjusted diluted EPS |
$ | 2.01 to $2.07 | $ | 1.90 | 6% to 9% |
* Excludes exit and integration costs; ** Excludes the tax impact included in the 2011 PMCC leveraged lease charge.
ALTRIA GROUP, INC.
Altria reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). Altrias management reviews OCI, which is defined as operating income before corporate expenses and amortization of intangibles, to evaluate segment performance and allocate resources. Altrias management also reviews OCI, operating margins and EPS on an adjusted basis, which excludes certain income and expense items that management believes are
3
not part of underlying operations because such items can obscure underlying business trends. Management believes it is appropriate to disclose these measures to help investors analyze underlying business performance and trends. Such adjusted measures are regularly provided to and used by management in the evaluation of segment performance and allocation of resources. For a reconciliation of OCI to operating income, see the Consolidated Statements of Earnings contained in this release. Reconciliations of adjusted measures to corresponding GAAP measures are also provided in the release. Comparisons are to the same prior-year period unless otherwise stated.
Altrias reporting segments are Cigarettes, manufactured and sold by PM USA; Smokeless Products, manufactured and sold by or on behalf of U.S. Smokeless Tobacco Company LLC (USSTC) and PM USA; Cigars, manufactured and sold by John Middleton Co. (Middleton); Wine, produced and/or distributed by Ste. Michelle Wine Estates Ltd. (Ste. Michelle); and Financial Services, provided by PMCC.
Altrias net revenues in the second quarter and first half of 2011 decreased 5.6% to $5.9 billion and 3.9% to $11.6 billion, respectively, primarily due to lower net revenues from financial services as a result of the previously announced one-time charge related to certain leveraged lease transactions. Revenues net of excise taxes in the second quarter and first half of 2011 decreased 7.8% to $4.0 billion and 4.2% to $7.9 billion, respectively.
Altrias reported diluted EPS in the second quarter and first half of 2011 decreased 58.0% and 25.8%, respectively, primarily due to the one-time leveraged lease charge, partially offset by higher OCI from cigarettes, smokeless products and wine, which included lower asset impairment, exit, integration and implementation costs, and higher earnings from Altrias equity investment in SABMiller.
Altrias 2011 second-quarter adjusted diluted EPS increased 6.0% to $0.53, and increased 5.4% to $0.97 in the first half of 2011 as shown in Table 3 below.
Restructuring Charges
Altrias EPS comparisons of the second quarter and first half were impacted by restructuring charges. Altrias operating companies incurred pre-tax restructuring charges of $3 million and $54 million in the second quarter of 2011 and 2010, respectively, and $9 million and $99 million in the first half of 2011 and 2010, respectively, for asset impairment, exit, integration and implementation costs, as well as costs related to the UST LLC (UST) acquisition. These
4
charges are reflected in the reconciliation sections of Schedules 2 and 4. The EPS impact of these charges is shown in Table 3 below.
SABMiller Special Items
Comparisons of Altrias earnings from its equity investment in SABMiller in the second quarter and first half of 2011 and 2010 were impacted by special items. SABMiller special items in the second quarter and first half of 2011 included pre-tax costs for its business capability programme and asset impairment charges. The 2011 first-half costs and charges were partially offset by pre-tax gains resulting from SABMillers hotel and gaming transaction. SABMillers special items in the second quarter and first half of 2010 included pre-tax costs for its business capability programme and its transaction to promote sustainable economic and social development in South Africa. These special items after-tax are reflected in Schedules 6 and 7, 2011 SABMiller special items and 2010 SABMiller special items, and the EPS impact of these special items is shown in Table 3 below.
PMCC Leveraged Lease Charge
As previously announced in June 2011, Altrias 2011 second-quarter and first-half EPS were impacted by a one-time charge of $627 million related to the tax treatment of certain leveraged lease transactions entered into by Altrias subsidiary, PMCC. Approximately 50% of the charge ($315 million), which does not include potential penalties, represents a reduction in cumulative lease earnings booked to date that will be recaptured over the remainder of the affected lease terms. The remaining portion of the charge ($312 million) primarily represents a permanent charge for interest on tax underpayments. This one-time charge was recorded as shown in Table 2 below, and the EPS impact is shown below in Table 3.
Table 2 - PMCC Leveraged Lease Charge ($ in Millions)
|
||||||||||||
Provision for | ||||||||||||
Net Revenues | Income Taxes | Total | ||||||||||
Reduction to cumulative leasing earnings |
$ | (490) | $ | 175 | $ | (315) | ||||||
Interest on tax underpayments |
- | (312) | (312) | |||||||||
Total |
$ | (490) | $ | (137) | $ | (627) |
The reduction to cumulative lease earnings was recorded as a pre-tax charge of $490 million against PMCCs net revenues, which is reflected in the reconciliation sections of Schedules 2 and 4.
5
A net increase of $137 million was recorded to the provision for income taxes, and included in Schedules 1 and 3, Provision for income taxes. This portion of the charge primarily represents net interest on tax underpayments, partially offset by the tax benefit associated with the reduction in cumulative lease earnings.
Tax Items
As a result of the interest on tax underpayments related to the PMCC leveraged lease charge discussed above, Altrias reported income tax rate was 61.6% in the second quarter of 2011, and 47.0% in the first half of 2011. Excluding 2011 second-quarter and first-half tax items, Altrias income tax rates for the second quarter and first half of 2011 are consistent with its forecasted full-year effective tax rate on operations of approximately 35%.
In addition to the 2011 tax impact of the PMCC leveraged lease charge, provision for income taxes and EPS comparisons of the second-quarter and first-half periods were impacted by 2010 tax events. In the second quarter and first half of 2010, Altria recorded net tax benefits of $58 million and $46 million, respectively, primarily from the reversal of tax reserves and associated interest related to the closure of various federal and state audits. These 2010 net tax benefits are reflected in Schedules 1 and 3, Provision for income taxes, and the EPS impact of these net tax benefits is shown in Table 3 below. Comparisons of the second-quarter and first-half periods also reflect a 2010 tax event consisting of the reversal of tax reserves and interest of $169 million related to Altrias former subsidiaries, Kraft Foods Inc. (Kraft) and Philip Morris International Inc. (PMI), which are reflected in Schedules 1 and 3, Provision for income taxes. This $169 million tax benefit was fully offset by reductions of corresponding receivables from Kraft and PMI, which are also reflected in Schedules 1 and 3, Reduction of Kraft and PMI tax-related receivables. Although there was no impact on Altrias net earnings associated with the resolution of the Kraft and PMI tax matters, the resolution had a favorable impact on 2010 income tax rates.
6
Table 3 - Altrias Adjusted Results Excluding Special Items
|
||||||||||||||||||||||||||
Second Quarter | Six Months Ended June 30 | |||||||||||||||||||||||||
2011 | 2010 | Change | 2011 | 2010 | Change | |||||||||||||||||||||
Reported diluted EPS |
$ | 0.21 | $ | 0.50 | (58.0)% | $ | 0.66 | $ | 0.89 | (25.8)% | ||||||||||||||||
Asset impairment, exit, integration and implementation costs |
- | 0.02 | - | 0.03 | ||||||||||||||||||||||
SABMiller special items |
0.02 | 0.01 | 0.01 | 0.02 | ||||||||||||||||||||||
PMCC leveraged lease charge |
0.30 | - | 0.30 | - | ||||||||||||||||||||||
Tax items* |
- | (0.03) | - | (0.02) | ||||||||||||||||||||||
Adjusted diluted EPS |
$ | 0.53 | $ | 0.50 | 6.0% | $ | 0.97 | $ | 0.92 | 5.4% |
* Excludes the tax impact included in the 2011 PMCC leveraged lease charge.
CIGARETTES
The cigarettes segment delivered solid adjusted OCI growth with strong adjusted OCI margins in the second quarter and first half of 2011 behind Marlboros performance. Marlboro grew its 2011 second-quarter retail share sequentially as the brand benefited from recent new product introductions and the strength of its menthol business. Reported shipment volume in the second quarter and first half of 2011 benefited from trade inventory movements.
The cigarettes segments net revenues and revenues net of excise taxes in the second quarter and first half of 2011 increased primarily due to higher list prices, partially offset by lower shipment volume. Net revenues in the second quarter and first half of 2011 increased 2.1% and 0.2%, respectively, and revenues net of excise taxes in the second quarter and first half of 2011 increased 3.6% and 2.1%, respectively.
Reported OCI for the cigarettes segment in the second quarter and first half of 2011 increased 5.9% and 7.6%, respectively, primarily due to higher list prices and lower asset impairment, exit and implementation costs, partially offset by lower shipment volume, higher U.S. Food and Drug Administration (FDA) user fees and a $36 million charge for the Scott case. Adjusted OCI, which is calculated excluding restructuring costs that were primarily related to the previously announced closure of PM USAs Cabarrus manufacturing facility, increased 2.8% in the second quarter of 2011 and grew 4.8% in the first half of 2011.
Adjusted OCI margins for the cigarettes segment, which include the impact of a $36 million charge for the Scott case, declined 0.3 percentage points to 39.7% in the second quarter of 2011, and increased 1.0 percentage point to 39.6% in the first half of 2011. Revenues and OCI for the cigarettes segment are summarized in Table 4 below.
7
Table 4 - Cigarettes: Revenues and OCI ($ in Millions)
|
||||||||||||||||||||||||||
Second Quarter | Six Months Ended June 30 | |||||||||||||||||||||||||
2011 | 2010 | Change | 2011 | 2010 | Change | |||||||||||||||||||||
Net Revenues |
$ | 5,709 | $ | 5,589 | 2.1% | $ | 10,735 | $ | 10,712 | 0.2% | ||||||||||||||||
Excise taxes |
(1,833) | (1,847) | (3,452) | (3,578) | ||||||||||||||||||||||
Revenues net of excise taxes |
$ | 3,876 | $ | 3,742 | 3.6% | $ | 7,283 | $ | 7,134 | 2.1% | ||||||||||||||||
Reported OCI |
$ | 1,536 | $ | 1,450 | 5.9% | $ | 2,883 | $ | 2,680 | 7.6% | ||||||||||||||||
Asset impairment, exit, and implementation costs |
1 | 45 | 3 | 74 | ||||||||||||||||||||||
Adjusted OCI |
$ | 1,537 | $ | 1,495 | 2.8% | $ | 2,886 | $ | 2,754 | 4.8% | ||||||||||||||||
Adjusted OCI margins* |
39.7% | 40.0% | (0.3) pp | 39.6% | 38.6% | 1.0 pp |
* Adjusted OCI margins are calculated as adjusted OCI divided by revenues net of excise taxes.
PM USAs reported domestic cigarette shipment volume in the second quarter and first half of 2011 declined 0.7% and 3.5%, respectively, primarily due to different trade inventory dynamics compared to the year-ago periods. PM USA believes that the trade built inventory levels in both the second quarter and first half of 2011, which benefited PM USAs shipment volume. In 2010, PM USA believes the trade increased inventories in the first quarter, and following PM USAs list price increases in the second quarter of 2010, decreased inventory levels on PM USAs brands. After adjusting primarily for changes in trade inventories, PM USAs domestic shipment cigarette volume in the second quarter and first half of 2011 was estimated to be down approximately 4.5% and 5%, respectively. Total cigarette category volume in both the second quarter and first half of 2011 was estimated to be down approximately 3.5% when adjusted primarily for changes in trade inventories. PM USAs cigarette volume performance is summarized in Table 5 below.
Table 5 - Cigarettes: Reported Volume (Units in Billions)
|
||||||||||||||||||||||||||
Second Quarter | Six Months Ended June 30 | |||||||||||||||||||||||||
2011 | 2010 | Change | 2011 | 2010 | Change | |||||||||||||||||||||
Marlboro |
31.6 | 31.3 | 1.1% | 59.5 | 60.9 | (2.2)% | ||||||||||||||||||||
Other Premium |
2.5 | 2.7 | (7.8)% | 4.7 | 5.1 | (8.2)% | ||||||||||||||||||||
Discount |
2.1 | 2.5 | (15.5)% | 3.9 | 4.6 | (14.6)% | ||||||||||||||||||||
Total Cigarettes |
36.2 | 36.5 | (0.7)% | 68.1 | 70.6 | (3.5)% |
Note: Volume includes units sold as well as promotional units, but excludes Puerto Rico, U.S. Territories, Overseas Military, and Philip Morris Duty Free Inc.; percent volume change calculation is based on units to the nearest million.
8
On a sequential basis, Marlboros 2011 second-quarter retail share grew 0.4 share points versus the first quarter of 2011 primarily due to retail share growth on Marlboro Menthol, and its new Marlboro Special Blend products. On a year-over-year basis, Marlboros retail share in the second quarter and first half of 2011 decreased 0.2 and 0.3 share points, respectively, versus its record retail share results in the prior-year periods.
On a sequential basis, PM USAs 2011 second-quarter retail share grew 0.3 share points versus the first quarter of 2011. On a year-over-year basis, PM USAs retail share in the second quarter and first half of 2011 decreased 0.9 and 1.1 share points, respectively, due to share losses on most of PM USAs portfolio brands and Marlboro. PM USAs cigarette retail share performance is summarized in Table 6 below.
Table 6 - Cigarettes: Retail Share (Percent)
|
| |||||||||||||||||||||||||
Second Quarter | Six Months Ended June 30 | |||||||||||||||||||||||||
2011 | 2010 | Change | 2011 | 2010 | Change | |||||||||||||||||||||
Marlboro |
42.6 | 42.8 | (0.2) pp | 42.4 | 42.7 | (0.3) pp | ||||||||||||||||||||
Other Premium |
3.7 | 4.0 | (0.3) pp | 3.7 | 4.0 | (0.3) pp | ||||||||||||||||||||
Discount |
3.0 | 3.4 | (0.4) pp | 3.0 | 3.5 | (0.5) pp | ||||||||||||||||||||
Total Cigarettes |
49.3 | 50.2 | (0.9) pp | 49.1 | 50.2 | (1.1) pp |
Note: Cigarettes segment retail share results are based on data from SymphonyIRI Group/Capstone, which is a retail tracking service that uses a sample of stores to project market share performance in retail stores selling cigarettes. The panel was not designed to capture sales through other channels, including the Internet and direct mail.
SMOKELESS PRODUCTS
The smokeless products segment delivered excellent financial results with strong adjusted OCI and adjusted OCI margin growth in the second quarter and first half of 2011 behind its leading premium brands. Copenhagen grew its second-quarter retail share both sequentially and versus the year-ago period, and Skoal grew its retail share for the second consecutive quarter as the brand responded to brand-building initiatives.
Comparisons for the smokeless products segments 2011 second-quarter and first-half shipment volume and retail share were impacted primarily by new product launches and the de-listing of seven stock-keeping units (SKUs) on Skoal.
The smokeless products segments net revenues and revenues net of excise taxes in the second quarter and first half of 2011 increased primarily due to higher pricing, partially offset by lower shipment volume. Net revenues in the second quarter and first half of 2011 increased
9
3.6% and 1.6%, respectively, and revenues net of excise taxes in the second quarter and first half of 2011 increased 3.9% and 1.7%, respectively.
Reported OCI for the smokeless products segment in the second quarter and first half of 2011 increased 12.1% and 10.4%, respectively, primarily due to higher pricing, lower selling, general & administrative costs (SG&A), and lower restructuring costs, partially offset by lower volume. Adjusted OCI, which is calculated excluding restructuring and UST acquisition-related costs, increased 10.9% in the second quarter of 2011 and grew 7.2% in the first half of 2011.
Adjusted OCI margins for the smokeless products segment increased primarily due to higher pricing, the shift of volume into Copenhagen and Skoal, and lower SG&A costs. Adjusted OCI margins increased 3.8 percentage points to 59.4% in the second quarter of 2011, and increased 3.0 percentage points to 57.3% in the first half of 2011. Revenues and OCI for the smokeless products segment are summarized in Table 7 below.
Table 7 - Smokeless Products: Revenues and OCI ($ in Millions)
| ||||||||||||||||||||||||||||||
Second Quarter | Six Months Ended June 30 | |||||||||||||||||||||||||||||
2011 | 2010 | Change | 2011 | 2010 | Change | |||||||||||||||||||||||||
Net Revenues |
$ | 404 | $ | 390 | 3.6% | $ | 783 | $ | 771 | 1.6% | ||||||||||||||||||||
Excise taxes |
(27 | ) | (27 | ) | (53 | ) | (53 | ) | ||||||||||||||||||||||
Revenues net of excise taxes |
$ | 377 | $ | 363 | 3.9% | $ | 730 | $ | 718 | 1.7% | ||||||||||||||||||||
Reported OCI |
$ | 222 | $ | 198 | 12.1% | $ | 415 | $ | 376 | 10.4% | ||||||||||||||||||||
Asset impairment, exit, integration, and UST acquisition-related costs |
2 | 4 | 3 | 14 | ||||||||||||||||||||||||||
Adjusted OCI |
$ | 224 | $ | 202 | 10.9% | $ | 418 | $ | 390 | 7.2% | ||||||||||||||||||||
Adjusted OCI margins* |
59.4% | 55.6% | 3.8 pp | 57.3% | 54.3% | 3.0 pp |
* Adjusted OCI margins are calculated as adjusted OCI divided by revenues net of excise taxes.
USSTC and PM USAs combined reported domestic smokeless products shipment volume in the second quarter of 2011 decreased 2.1% primarily due to trade inventory changes and a negative comparison on portfolio brands including Marlboro Snus, as well as volume declines on Skoal, partially offset by volume growth on Copenhagen. Copenhagens volume benefited primarily from recent new product introductions and strength of its core Natural business. Skoals 2011 second-quarter volume was negatively impacted by Skoal X-tra new product volume that shipped at the end of the first quarter of 2011 and began selling through
10
trade channels in the second quarter, and the de-listing of seven Skoal SKUs in the second quarter of 2011. Marlboro Snus 2011 second-quarter volume was negatively impacted by significantly lower levels of promotional activity compared to last years national expansion. Marlboro Snus comparisons were also negatively impacted by the shift in mix from packages with six pouches to tins with fifteen pouches.
USSTC and PM USAs combined reported domestic smokeless products shipment volume in the first half of 2011 decreased 1.7% primarily due to trade inventory changes and a negative comparison on portfolio brands including Marlboro Snus, partially offset by volume growth on Copenhagen and Skoal.
After adjusting for new product pipeline volume, trade inventories, discontinued SKUs and other factors, USSTC and PM USAs combined domestic smokeless products shipment volume in both the second quarter and first half of 2011 was estimated to be up approximately 4%. USSTC and PM USA believe that the smokeless categorys volume in the first half of 2011 grew at an estimated rate of approximately 5%. USSTC and PM USA combined volume performance for domestic smokeless products is summarized in Table 8 below.
Table 8 - Smokeless Products: Reported Volume (Cans and Packs in Millions)
|
| |||||||||||||||||||||||||
Second Quarter | Six Months Ended June 30 | |||||||||||||||||||||||||
2011 | 2010 | Change | 2011 | 2010 | Change | |||||||||||||||||||||
Copenhagen |
87.1 | 80.2 | 8.6% | 168.5 | 164.0 | 2.7% | ||||||||||||||||||||
Skoal |
68.0 | 71.2 | (4.5)% | 144.0 | 138.9 | 3.6% | ||||||||||||||||||||
Copenhagen and Skoal |
155.1 | 151.4 | 2.4% | 312.5 | 302.9 | 3.2% | ||||||||||||||||||||
Other |
23.0 | 30.5 | (24.7)% | 49.3 | 65.1 | (24.2)% | ||||||||||||||||||||
Total Smokeless Products |
178.1 | 181.9 | (2.1)% | 361.8 | 368.0 | (1.7)% |
Note: Other includes USSTC and PM USA smokeless products. Volume includes cans and packs sold, as well as promotional units, but excludes international volume. Percent volume change calculation is based on cans and packs to the nearest thousand. 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. USSTC and PM USA have assumed the following equivalent ratios to calculate volumes of cans and packs shipped: one pack of snus, irrespective of the number of pouches in the pack, is equivalent to one can of MST; one can of Skoal Slim Can pouches is equivalent to a 0.53 can of MST; and all other products are considered to be equivalent on a can for can basis. If our assumptions regarding these equivalent ratios change, it may result in a change to these reported results.
SymphonyIRI performed a restatement of its InfoScan Smokeless Tobacco Database in the second quarter of 2011, which restated retail share results that were released previously. Restated retail share results from the first quarter of 2010 are provided below.
Copenhagens retail share in the second quarter and first half of 2011 increased 1.1 and 0.8 share points, respectively. On a sequential basis, Copenhagens 2011 second-quarter retail
11
share grew 0.7 share points versus the first quarter of 2011. The brands retail share results continued to benefit from recent product introductions, as well as strength in its core Natural business.
On a sequential basis, Skoal grew its 2011 second-quarter retail share 0.2 share points versus the first quarter of 2011 as the brand benefited from its brand-building initiatives, including the introduction of eight new Skoal X-tra products and two new Skoal Snus variants in the first quarter of 2011, partially offset by the second-quarter de-listing of seven SKUs. On a year-over-year basis, Skoals retail share in the second quarter and first half of 2011 decreased 0.3 and 0.7 share points, respectively.
On a sequential basis, USSTC and PM USAs 2011 second-quarter combined retail share increased 0.6 share points versus the first quarter of 2011, primarily due to sequential retail share growth on both Copenhagen and Skoal, partially offset by share losses in the balance of the portfolio. On a year-over-year basis, USSTC and PM USAs combined retail share in the second quarter and first half of 2011 decreased 0.7 and 0.8 share points, respectively, primarily due to share losses on unsupported discount brands, Marlboro Snus and Skoal, partially offset by share gains on Copenhagen. USSTC and PM USAs combined retail share performance for smokeless products in the second quarter and first half of 2011 is summarized in Table 9 below.
Table 9 - Smokeless Products: Retail Share (Percent)
|
| |||||||||||||||||||||||||
Second Quarter | Six Months Ended June 30 | |||||||||||||||||||||||||
2011 | 2010 | Change | 2011 | 2010 | Change | |||||||||||||||||||||
Copenhagen |
25.8 | 24.7 | 1.1 pp | 25.5 | 24.7 | 0.8 pp | ||||||||||||||||||||
Skoal |
23.1 | 23.4 | (0.3) pp | 23.0 | 23.7 | (0.7) pp | ||||||||||||||||||||
Copenhagen and Skoal |
48.9 | 48.1 | 0.8 pp | 48.5 | 48.4 | 0.1 pp | ||||||||||||||||||||
Other |
6.2 | 7.7 | (1.5) pp | 6.3 | 7.2 | (0.9) pp | ||||||||||||||||||||
Total Smokeless Products |
55.1 | 55.8 | (0.7) pp | 54.8 | 55.6 | (0.8) pp |
Note: Retail share performance is based on data from the SymphonyIRI Group (SymphonyIRI) InfoScan Smokeless Tobacco Database 2011 for Food, Drug, Mass Merchandisers (excluding Wal-Mart) and Convenience trade classes, which tracks smokeless products market share performance based on the number of cans and packs sold. Smokeless Products is defined as moist smokeless and spit-less tobacco products. Other includes USSTC and PM USA smokeless tobacco products. New types of smokeless products, as well as new packaging configuration of existing smokeless products, may or may not be equivalent to existing MST products on a can for can basis. USSTC and PM USA have assumed that one pack of snus, irrespective of the number of pouches in the pack, is equivalent to one can of MST. All other products are considered to be equivalent on a can for can basis. If our assumptions regarding these equivalent ratios change, it may result in a change to these reported results. It is SymphonyIRIs standard practice to periodically refresh its InfoScan syndicated services, which could restate retail share results that were released previously.
Quarterly smokeless product retail share results from the first quarter of 2010 through the second quarter of 2011 are provided in Table 10 below.
12
Table 10 - Smokeless Products: Retail Share (Percent)
|
| |||||||||||||||||||||||
Actual | Restated | |||||||||||||||||||||||
Second Quarter |
First Quarter |
Fourth Quarter |
Third Quarter |
Second Quarter |
First Quarter |
|||||||||||||||||||
2011 | 2011 | 2010 | 2010 | 2010 | 2010 | |||||||||||||||||||
Copenhagen |
25.8 | 25.1 | 24.9 | 24.5 | 24.7 | 24.8 | ||||||||||||||||||
Skoal |
23.1 | 22.9 | 22.6 | 23.4 | 23.4 | 24.1 | ||||||||||||||||||
Copenhagen and Skoal |
48.9 | 48.0 | 47.5 | 47.9 | 48.1 | 48.9 | ||||||||||||||||||
Other |
6.2 | 6.5 | 6.9 | 7.4 | 7.7 | 6.4 | ||||||||||||||||||
Total Smokeless Products |
55.1 | 54.5 | 54.4 | 55.3 | 55.8 | 55.3 |
Note: Retail share performance is based on data from the SymphonyIRI Group (SymphonyIRI) InfoScan Smokeless Tobacco Database 2011 for Food, Drug, Mass Merchandisers (excluding Wal-Mart) and Convenience trade classes, which tracks smokeless products market share performance based on the number of cans and packs sold. Smokeless Products is defined as moist smokeless and spit-less tobacco products. Other includes USSTC and PM USA smokeless tobacco products. New types of smokeless products, as well as new packaging configuration of existing smokeless products, may or may not be equivalent to existing MST products on a can for can basis. USSTC and PM USA have assumed that one pack of snus, irrespective of the number of pouches in the pack, is equivalent to one can of MST. All other products are considered to be equivalent on a can for can basis. If our assumptions regarding these equivalent ratios change, it may result in a change to these reported results. It is SymphonyIRIs standard practice to periodically refresh its InfoScan syndicated services, which could restate retail share results that were released previously.
CIGARS
Middleton efficiently invested in new products and brand-building initiatives in the second quarter of 2011 that enabled Black & Mild to deliver retail share growth versus the prior-year period, and significantly improved adjusted OCI and adjusted OCI margins versus previously reported 2011 first-quarter results. Middleton continued to observe significant competitive activity, including higher levels of imported, low-priced machine-made large cigars. The cigars segments 2011 second-quarter and first-half results were impacted by promotional investments to defend Black & Milds marketplace position.
The cigars segments net revenues and revenues net of excise taxes in the second quarter and first half of 2011 decreased primarily due to increased promotional investments. Net revenues in the second quarter and first half of 2011 decreased 3.9% and 8.3%, respectively, and revenues net of excise taxes in the second quarter and first half of 2011 declined 5.0% and 13.9%, respectively.
Reported OCI for the cigars segment in the second quarter and first half of 2011 decreased 16.1% and 33.0%, respectively, primarily due to increased promotional investments. Adjusted OCI, which is calculated excluding integration costs, decreased 16.1% in the second quarter of 2011 and declined 33.7% in the first half of 2011. Revenues and OCI for the cigars segment are summarized in Table 11 below.
13
Table 11 - Cigars: Revenues and OCI ($ in Millions)
|
| |||||||||||||||||||||||||
Second Quarter | Six Months Ended June 30 | |||||||||||||||||||||||||
2011 | 2010 | Change | 2011 | 2010 | Change | |||||||||||||||||||||
Net Revenues |
$ | 149 | $ | 155 | (3.9)% | $ | 266 | $ | 290 | (8.3)% | ||||||||||||||||
Excise taxes |
(54) | (55) | (105) | (103) | ||||||||||||||||||||||
Revenues net of excise taxes |
$ | 95 | $ | 100 | (5.0)% | $ | 161 | $ | 187 | (13.9)% | ||||||||||||||||
Reported OCI |
$ | 47 | $ | 56 | (16.1)% | $ | 69 | $ | 103 | (33.0)% | ||||||||||||||||
Integration costs |
- | - | - | 1 | ||||||||||||||||||||||
Adjusted OCI |
$ | 47 | $ | 56 | (16.1)% | $ | 69 | $ | 104 | (33.7)% | ||||||||||||||||
Adjusted OCI margins* |
49.5% | 56.0% | (6.5) pp | 42.9% | 55.6% | (12.7) pp |
* Adjusted OCI margins are calculated as adjusted OCI divided by revenues net of excise taxes.
Middletons reported cigars shipment volume decreased 0.4% in the second quarter of 2011. In the first half of 2011, Middletons reported cigars shipment volume increased 0.7% as shipment volume gains for Black & Mild were offset by volume declines in the balance of the portfolio. Middletons volume performance for cigars is summarized in Table 12 below.
Table 12 - Cigars: Reported Volume (Units in Millions)
|
| |||||||||||||||||||||||||
Second Quarter | Six Months Ended June 30 | |||||||||||||||||||||||||
2011 | 2010 | Change | 2011 | 2010 | Change | |||||||||||||||||||||
Black & Mild |
317 | 316 | - % | 599 | 592 | 1.1 | % | |||||||||||||||||||
Total Cigars |
322 | 323 | (0.4)% | 609 | 605 | 0.7 | % |
Note: Percent volume change calculation is based on units to the nearest thousand.
SymphonyIRI performed a restatement of its InfoScan Cigar Database in the second quarter of 2011, which restated retail share results that were released previously. Restated retail share results from the first quarter of 2010 are provided below.
Black & Milds retail share of machine-made large cigars in the second quarter and first half of 2011 increased 0.9 and 0.8 share points, respectively, as Black & Mild benefited from its brand-building initiatives including its 2011 second-quarter national launch of untipped cigarillo varieties in both Classic and Sweets blends. Middletons retail share performance for cigars in the second quarter and first half of 2011 is summarized in Table 13 below.
14
Table 13 - Cigars: Retail Share (Percent)
| ||||||||||||||
Second Quarter | Six Months Ended June 30 | |||||||||||||
2011 | 2010 | Change | 2011 | 2010 | Change | |||||||||
Black & Mild |
28.8 | 27.9 | 0.9 pp | 29.0 | 28.2 | 0.8 pp | ||||||||
Total Cigars |
29.1 | 28.4 | 0.7 pp | 29.3 | 28.6 | 0.7 pp |
Note: Retail share results for cigars are based on data from the SymphonyIRI InfoScan Cigar Database 2011 for Food, Drug, Mass Merchandisers (excluding Wal-Mart) and Convenience trade classes, which tracks machine-made large cigars market share performance. Middleton defines machine-made large cigars as cigars made by machine that weigh greater than three pounds per thousand, except cigars sold at retail in packages of 20 cigars. This service was developed to provide a representation of retail business performance in key trade channels. It is SymphonyIRIs standard practice to periodically refresh its InfoScan syndicated services, which could restate retail share results that were released previously.
Quarterly machine-made large cigars retail share results from the first quarter of 2010 through the second quarter of 2011 are provided in Table 14 below.
Table 14 - Cigars: Restated Retail Share (Percent)
| ||||||||||||
Actual | Restated | |||||||||||
Second Quarter 2011 |
First Quarter 2011 |
Fourth Quarter 2010 |
Third Quarter 2010 |
Second Quarter 2010 |
First Quarter 2010 |
|||||||
Black & Mild | 28.8 | 29.3 | 29.9 | 29.7 | 27.9 | 28.4 | ||||||
Total Cigars | 29.1 | 29.5 | 30.2 | 30.0 | 28.4 | 28.8 |
Note: Retail share results for cigars are based on data from the SymphonyIRI InfoScan Cigar Database 2011 for Food, Drug, Mass Merchandisers (excluding Wal-Mart) and Convenience trade classes, which tracks machine-made large cigars market share performance. Middleton defines machine-made large cigars as cigars made by machine that weigh greater than three pounds per thousand, except cigars sold at retail in packages of 20 cigars. This service was developed to provide a representation of retail business performance in key trade channels. It is SymphonyIRIs standard practice to periodically refresh its InfoScan syndicated services, which could restate retail share results that were released previously.
Middleton plans to continue building Black & Milds marketplace position in 2011 with new products and other initiatives. This summer, Middleton plans to expand Black & Mild Shorts nationally. Middleton also entered into a contract manufacturing arrangement to source a portion of its cigars overseas. Middleton entered into this arrangement to access additional production capacity in an uncertain competitive environment and a tax environment that potentially benefits imported large cigars over those manufactured domestically.
WINE
Ste. Michelle delivered strong financial results as it continued to focus on improving its mix with higher margin premium products. Adjusted OCI had double-digit increases in the second quarter and first half of 2011.
15
The wine segments net revenues and revenues net of excise taxes increased primarily due to higher premium shipment volume. Net revenues in the second quarter and first half of 2011 increased 9.4% and 8.0%, respectively, and revenues net of excise taxes in the second quarter and first half of 2011 grew 9.8% and 8.3%, respectively, as shown in Table 15 below.
The wine segments reported OCI in the second quarter and first half of 2011 increased 58.3% and 63.2%, respectively, primarily due to lower restructuring costs and higher premium volume. Adjusted OCI, which is calculated excluding restructuring costs, increased 11.8% in the second quarter and grew 17.2% in the first half of 2011 as shown in Table 15 below.
Table 15 - Wine: Revenues and OCI ($ in Millions)
| ||||||||||||||||||||||
Second Quarter | Six Months Ended June 30 | |||||||||||||||||||||
2011 | 2010 | Change | 2011 | 2010 | Change | |||||||||||||||||
Net Revenues |
$ | 116 | $ | 106 | 9.4% | $ | 217 | $ | 201 | 8.0% | ||||||||||||
Excise taxes |
(4) | (4) | (8) | (8) | ||||||||||||||||||
Revenues net of excise taxes |
$ | 112 | $ | 102 | 9.8% | $ | 209 | $ | 193 | 8.3% | ||||||||||||
Reported OCI |
$ | 19 | $ | 12 | 58.3% | $ | 31 | $ | 19 | 63.2% | ||||||||||||
Integration and
UST |
- | 5 | 3 | 10 | ||||||||||||||||||
Adjusted OCI |
$ | 19 | $ | 17 | 11.8% | $ | 34 | $ | 29 | 17.2% | ||||||||||||
Adjusted OCI margins* |
17.0% | 16.7% | 0.3 pp | 16.3% | 15.0% | 1.3 pp |
* Adjusted OCI margins are calculated as adjusted OCI divided by revenues net of excise taxes.
Ste. Michelles reported wine shipment volume benefited from higher off- and on-premise channel premium volume, partially offset by changes in trade inventories. Reported wine shipments in the second quarter and first half of 2011 increased 6.3% and 3.5%, respectively. Reported shipments in the second quarter of 2011 also benefited from the timing of the Easter holiday. Ste. Michelle believes that wholesalers depleted inventories in the first half of 2011. In the first half of 2010, wholesalers increased inventory levels, creating a difficult shipment comparison. Ste. Michelles reported shipment volume performance for wine is summarized in Table 16 below.
16
Table 16 - Wine: Reported Volume (Cases in Thousands)
|
||||||||||||||
Second Quarter | Six Months Ended June 30 | |||||||||||||
2011 | 2010 | Change | 2011 | 2010 | Change | |||||||||
Chateau Ste. Michelle |
598 | 532 | 12.5% | 1,113 | 1,068 | 4.2% | ||||||||
Columbia Crest |
455 | 528 | (13.7)% | 877 | 961 | (8.7)% | ||||||||
Other |
629 | 522 | 20.2% | 1,135 | 991 | 14.5% | ||||||||
Total Wine |
1,682 | 1,582 | 6.3% | 3,125 | 3,020 | 3.5% |
Note: Percent volume change calculation is based on units to the nearest hundred.
Ste. Michelles retail unit volume in the second quarter and first half of 2011 increased 1.6% and 2.0%, respectively. The total wine industrys retail unit volume in both the second quarter and first half of 2011 increased 3.2%. Ste. Michelle and total wine industry retail unit volume change is summarized in Table 17 below.
Table 17 - Wine Retail Unit Volume Change (Percent) | ||||||||||||||
Second Quarter | Six Months Ended June 30 | |||||||||||||
2011 | 2011 | |||||||||||||
Ste. Michelle |
1.6% | 2.0% | ||||||||||||
Total Wine Industry |
3.2% | 3.2% |
Note: Retail unit volume percentage change is based on data from The Nielsen Company (Nielsen) and its Nielsen Total Wine Database U.S. Food, Drug & Liquor, which tracks retail metrics in the wine space. It is Nielsens standard practice to periodically refresh its syndicated databases, which could restate retail metrics that were previously released.
FINANCIAL SERVICES
Reported OCI for the financial services segment in the second quarter and first half of 2011 decreased primarily due to a 2011 second-quarter charge of $490 million related to certain leveraged lease transactions and lower gains on asset sales. Financial services reported an operating companies loss in the second quarter and first half of 2011 of $463 million and $442 million, respectively, a decrease in income of $502 million for each period. Adjusted OCI, which is calculated excluding the leveraged lease charge, was $27 million in the second quarter of 2011 and $48 million in the first half of 2011. OCI for the financial services segment is summarized in Table 18 below.
Table 18 - Financial Services: OCI ($ in Millions) |
|
|||||||||||||||||||||||||
Second Quarter | Six Months Ended June 30 | |||||||||||||||||||||||||
2011 | 2010 | Change | 2011 | 2010 | Change | |||||||||||||||||||||
Reported OCI |
$ | (463 | ) | $ | 39 | (100)%+ | $ | (442 | ) | $ | 60 | (100)%+ | ||||||||||||||
PMCC leveraged lease charge |
490 | | 490 | | ||||||||||||||||||||||
Adjusted OCI |
$ | 27 | $ | 39 | (30.8)% | $ | 48 | $ | 60 | (20.0)% |
The allowance for losses at the end of the second quarter of 2011 was $202 million, unchanged versus the end of the first quarter of 2011. PMCC remains focused on managing its portfolio of leased assets in order to maximize financial contributions to Altria. PMCC is not making new investments and expects that its OCI will vary over time as investments mature or are sold.
17
ALTRIAS PROFILE
Altria directly or indirectly owns 100% of each of PM USA, USSTC, Middleton, Ste. Michelle, and 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 and Columbia Crest, 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 www.altria.com.
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 Altrias publicly filed reports, including its Annual Report on Form 10-K for the year ended December 31, 2010, and its Quarterly Report on Form 10-Q for the period ended March 31, 2011.
These factors include the following: Altrias tobacco businesses (PM USA, USSTC and Middleton) are subject to price competition; changes in adult consumer preferences and demand for their products; fluctuations in raw material availability, quality and cost; reliance on key facilities and suppliers; 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 and grand jury investigations.
18
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 and to broaden brand portfolios in order to compete effectively; and to improve productivity.
Altria and its tobacco businesses are also subject to government regulation, including broad-based regulation of PM USA and USSTC 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.
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 other than in the normal course of its public disclosure obligations. 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
Investor Relations
804-484-8222
Altria Client Services
Media Relations
804-484-8897
19
Schedule 1
ALTRIA GROUP, INC.
and Subsidiaries
Consolidated Statements of Earnings
For the Quarters Ended June 30,
(in millions, except per share data)
(Unaudited)
2011 | 2010 | % Change |
||||||||||
Net revenues |
$ | 5,920 | $ | 6,274 | (5.6) | % | ||||||
Cost of sales (*) |
2,030 | 1,967 | 3.2 | % | ||||||||
Excise taxes on products (*) |
1,918 | 1,933 | (0.8) | % | ||||||||
Gross profit |
1,972 | 2,374 | (16.9) | % | ||||||||
Marketing, administration and research costs |
610 | 599 | ||||||||||
Asset impairment and exit costs |
1 | 20 | ||||||||||
Operating companies income |
1,361 | 1,755 | (22.5) | % | ||||||||
Amortization of intangibles |
5 | 4 | ||||||||||
General corporate expenses |
61 | 52 | ||||||||||
Reduction of Kraft and PMI tax-related receivables |
- | 169 | ||||||||||
Corporate asset impairment and exit costs |
- | 1 | ||||||||||
Operating income |
1,295 | 1,529 | (15.3) | % | ||||||||
Interest and other debt expense, net |
294 | 290 | ||||||||||
Earnings from equity investment in SABMiller |
(155) | (113) | ||||||||||
Earnings before income taxes |
1,156 | 1,352 | (14.5) | % | ||||||||
Provision for income taxes |
712 | 309 | 100.0 | % + | ||||||||
Net earnings |
444 | 1,043 | (57.4) | % | ||||||||
Net earnings attributable to noncontrolling interests |
- | (1) | ||||||||||
Net earnings attributable to Altria Group, Inc. |
$ | 444 | $ | 1,042 | (57.4) | % | ||||||
Per share data: |
||||||||||||
Basic earnings per share attributable to Altria Group, Inc. |
$ | 0.21 | $ | 0.50 | (58.0) | % | ||||||
Diluted earnings per share attributable to Altria Group, Inc. |
$ | 0.21 | $ | 0.50 | (58.0) | % | ||||||
Weighted average diluted shares outstanding |
2,076 | 2,079 | (0.1) | % |
(*) | Cost of sales includes charges for state settlement and other tobacco 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 by Reporting Segment
For the Quarters Ended June 30,
(dollars in millions)
(Unaudited)
Net Revenues | ||||||||||||||||||||||||
Cigarettes | Smokeless Products |
Cigars | Wine | Financial Services |
Total | |||||||||||||||||||
2011 |
$ | 5,709 | $ | 404 | $ | 149 | $ | 116 | $ | (458) | $ | 5,920 | ||||||||||||
2010 |
5,589 | 390 | 155 | 106 | 34 | 6,274 | ||||||||||||||||||
% Change |
2.1% | 3.6% | (3.9)% | 9.4% | (100.0)% | + | (5.6)% | |||||||||||||||||
Reconciliation: | ||||||||||||||||||||||||
For the quarter ended June 30, 2010 |
$ | 5,589 | $ | 390 | $ | 155 | $ | 106 | $ | 34 | $ | 6,274 | ||||||||||||
PMCC leveraged lease charge - 2011 |
- | - | - | - | (490) | (490) | ||||||||||||||||||
Operations |
120 | 14 | (6) | 10 | (2) | 136 | ||||||||||||||||||
For the quarter ended June 30, 2011 |
$ | 5,709 | $ | 404 | $ | 149 | $ | 116 | $ | (458) | $ | 5,920 | ||||||||||||
Operating Companies Income (Loss) | ||||||||||||||||||||||||
Cigarettes | Smokeless Products |
Cigars | Wine | Financial Services |
Total | |||||||||||||||||||
2011 |
$ | 1,536 | $ | 222 | $ | 47 | $ | 19 | $ | (463) | $ | 1,361 | ||||||||||||
2010 |
1,450 | 198 | 56 | 12 | 39 | 1,755 | ||||||||||||||||||
% Change |
5.9% | 12.1% | (16.1)% | 58.3% | (100.0)% | + | (22.5)% | |||||||||||||||||
Reconciliation: | ||||||||||||||||||||||||
For the quarter ended June 30, 2010 |
$ | 1,450 | $ | 198 | $ | 56 | $ | 12 | $ | 39 | $ | 1,755 | ||||||||||||
Asset impairment and exit costs - 2010 |
20 | - | - | - | - | 20 | ||||||||||||||||||
Integration costs - 2010 |
- | 4 | - | - | - | 4 | ||||||||||||||||||
Implementation costs - 2010 |
25 | - | - | - | - | 25 | ||||||||||||||||||
UST acquisition-related costs - 2010 |
- | - | - | 5 | - | 5 | ||||||||||||||||||
45 | 4 | - | 5 | - | 54 | |||||||||||||||||||
Asset impairment and exit costs - 2011 |
(1) | - | - | - | - | (1) | ||||||||||||||||||
Integration costs - 2011 |
- | (2) | - | - | - | (2) | ||||||||||||||||||
PMCC leveraged lease charge - 2011 |
- | - | - | - | (490) | (490) | ||||||||||||||||||
(1) | (2) | - | - | (490) | (493) | |||||||||||||||||||
Operations |
42 | 22 | (9) | 2 | (12) | 45 | ||||||||||||||||||
For the quarter ended June 30, 2011 |
$ | 1,536 | $ | 222 | $ | 47 | $ | 19 | $ | (463) | $ | 1,361 | ||||||||||||
Schedule 3
ALTRIA GROUP, INC.
and Subsidiaries
Consolidated Statements of Earnings
For the Six Months Ended June 30,
(in millions, except per share data)
(Unaudited)
2011 | 2010 | % Change |
||||||||||
Net revenues |
$ | 11,563 | $ | 12,034 | (3.9) | % | ||||||
Cost of sales (*) |
3,825 | 3,834 | (0.2) | % | ||||||||
Excise taxes on products (*) |
3,618 | 3,742 | (3.3) | % | ||||||||
Gross profit |
4,120 | 4,458 | (7.6) | % | ||||||||
Marketing, administration and research costs |
1,161 | 1,193 | ||||||||||
Asset impairment and exit costs |
3 | 27 | ||||||||||
Operating companies income |
2,956 | 3,238 | (8.7) | % | ||||||||
Amortization of intangibles |
11 | 10 | ||||||||||
General corporate expenses |
111 | 99 | ||||||||||
Reduction of Kraft and PMI tax-related receivables |
- | 169 | ||||||||||
Corporate asset impairment and exit costs |
- | 1 | ||||||||||
Operating income |
2,834 | 2,959 | (4.2) | % | ||||||||
Interest and other debt expense, net |
572 | 577 | ||||||||||
Earnings from equity investment in SABMiller |
(344) | (251) | ||||||||||
Earnings before income taxes |
2,606 | 2,633 | (1.0) | % | ||||||||
Provision for income taxes |
1,224 | 777 | 57.5 | % | ||||||||
Net earnings |
1,382 | 1,856 | (25.5) | % | ||||||||
Net earnings attributable to noncontrolling interests |
(1) | (1) | ||||||||||
Net earnings attributable to Altria Group, Inc. |
$ | 1,381 | $ | 1,855 | (25.6) | % | ||||||
Per share data: |
||||||||||||
Basic earnings per share attributable to Altria Group, Inc. |
$ | 0.66 | $ | 0.89 | (25.8) | % | ||||||
Diluted earnings per share attributable to Altria Group, Inc. |
$ | 0.66 | $ | 0.89 | (25.8) | % | ||||||
Weighted average diluted shares outstanding |
2,080 | 2,078 | 0.1 | % |
(*) | Cost of sales includes charges for state settlement and other tobacco agreements, and FDA user fees. Supplemental information concerning those items and excise taxes on products sold is shown in Schedule 5. |
Schedule 4
ALTRIA GROUP, INC.
and Subsidiaries
Selected Financial Data by Reporting Segment
For the Six Months Ended June 30,
(dollars in millions)
(Unaudited)
Net Revenues | ||||||||||||||||||||||||
Cigarettes | Smokeless Products |
Cigars | Wine | Financial Services |
Total | |||||||||||||||||||
2011 |
$ | 10,735 | $ | 783 | $ | 266 | $ | 217 | $ | (438) | $ | 11,563 | ||||||||||||
2010 |
10,712 | 771 | 290 | 201 | 60 | 12,034 | ||||||||||||||||||
% Change |
0.2% | 1.6% | (8.3)% | 8.0% | (100.0)% | + | (3.9)% | |||||||||||||||||
Reconciliation: | ||||||||||||||||||||||||
For the six months ended June 30, 2010 |
$ | 10,712 | $ | 771 | $ | 290 | $ | 201 | $ | 60 | $ | 12,034 | ||||||||||||
PMCC leveraged lease charge - 2011 |
- | - | - | - | (490) | (490) | ||||||||||||||||||
Operations |
23 | 12 | (24) | 16 | (8) | 19 | ||||||||||||||||||
For the six months ended June 30, 2011 |
$ | 10,735 | $ | 783 | $ | 266 | $ | 217 | $ | (438) | $ | 11,563 | ||||||||||||
Operating Companies Income (Loss) | ||||||||||||||||||||||||
Cigarettes | Smokeless Products |
Cigars | Wine | Financial Services |
Total | |||||||||||||||||||
2011 |
$ | 2,883 | $ | 415 | $ | 69 | $ | 31 | $ | (442) | $ | 2,956 | ||||||||||||
2010 |
2,680 | 376 | 103 | 19 | 60 | 3,238 | ||||||||||||||||||
% Change |
7.6% | 10.4% | (33.0)% | 63.2% | (100.0)% | + | (8.7)% | |||||||||||||||||
Reconciliation: | ||||||||||||||||||||||||
For the six months ended June 30, 2010 |
$ | 2,680 | $ | 376 | $ | 103 | $ | 19 | $ | 60 | $ | 3,238 | ||||||||||||
Asset impairment and exit costs - 2010 |
25 | 2 | - | - | - | 27 | ||||||||||||||||||
Integration costs - 2010 |
- | 11 | 1 | 1 | - | 13 | ||||||||||||||||||
Implementation costs - 2010 |
49 | - | - | - | - | 49 | ||||||||||||||||||
UST acquisition-related costs - 2010 |
- | 1 | - | 9 | - | 10 | ||||||||||||||||||
74 | 14 | 1 | 10 | - | 99 | |||||||||||||||||||
Asset impairment and exit costs - 2011 |
(3) | - | - | - | - | (3) | ||||||||||||||||||
Integration costs - 2011 |
- | (2) | - | - | - | (2) | ||||||||||||||||||
UST acquisition-related costs - 2011 |
- | (1) | - | (3) | - | (4) | ||||||||||||||||||
PMCC leveraged lease charge - 2011 |
- | - | - | - | (490) | (490) | ||||||||||||||||||
(3) | (3) | - | (3) | (490) | (499) | |||||||||||||||||||
Operations |
132 | 28 | (35) | 5 | (12) | 118 | ||||||||||||||||||
For the six months ended June 30, 2011 |
$ | 2,883 | $ | 415 | $ | 69 | $ | 31 | $ | (442) | $ | 2,956 | ||||||||||||
Schedule 5
ALTRIA GROUP, INC.
and Subsidiaries
Supplemental Financial Data by Reporting Segment
(dollars in millions)
(Unaudited)
For the Quarters Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
The segment detail of excise taxes on products sold is as follows: |
|
|||||||||||||||
Cigarettes |
$ | 1,833 | $ | 1,847 | $ | 3,452 | $ | 3,578 | ||||||||
Smokeless products |
27 | 27 | 53 | 53 | ||||||||||||
Cigars |
54 | 55 | 105 | 103 | ||||||||||||
Wine |
4 | 4 | 8 | 8 | ||||||||||||
$ | 1,918 | $ | 1,933 | $ | 3,618 | $ | 3,742 | |||||||||
The segment detail of charges for state settlement and other tobacco agreements included in cost of sales is as follows: | ||||||||||||||||
Cigarettes |
$ | 1,274 | $ | 1,231 | $ | 2,403 | $ | 2,410 | ||||||||
Smokeless products |
3 | 2 | 5 | 5 | ||||||||||||
Cigars |
2 | 1 | 4 | 2 | ||||||||||||
$ | 1,279 | $ | 1,234 | $ | 2,412 | $ | 2,417 | |||||||||
The segment detail of FDA user fees included in cost of sales is as follows: |
|
|||||||||||||||
Cigarettes |
$ | 50 | $ | 29 | $ | 101 | $ | 55 | ||||||||
Smokeless products |
- | 1 | 1 | 1 | ||||||||||||
$ | 50 | $ | 30 | $ | 102 | $ | 56 | |||||||||
Schedule 6
ALTRIA GROUP, INC.
and Subsidiaries
Net Earnings and Diluted Earnings Per Share - Attributable to Altria Group, Inc.
For the Quarters Ended June 30,
(dollars in millions, except per share data)
(Unaudited)
Net Earnings |
Diluted E.P.S. |
|||||||
2011 Net Earnings |
$ | 444 | $ | 0.21 | ||||
2010 Net Earnings |
$ | 1,042 | $ | 0.50 | ||||
% Change |
(57.4) | % | (58.0) | % | ||||
Reconciliation: |
||||||||
2010 Net Earnings |
$ | 1,042 | $ | 0.50 | ||||
2010 Asset impairment, exit, integration and implementation costs |
32 | 0.02 | ||||||
2010 UST acquisition-related costs |
3 | - | ||||||
2010 SABMiller special items |
30 | 0.01 | ||||||
2010 Tax items |
(58) | (0.03) | ||||||
7 | - | |||||||
2011 Asset impairment, exit and integration costs |
(2) | - | ||||||
2011 SABMiller special items |
(37) | (0.02) | ||||||
2011 PMCC leveraged lease charge (*) |
(627) | (0.30) | ||||||
(666) | (0.32) | |||||||
Operations |
61 | 0.03 | ||||||
2011 Net Earnings |
$ | 444 | $ | 0.21 | ||||
2011 Net Earnings Adjusted For Special Items |
$ | 1,110 | $ | 0.53 | ||||
2010 Net Earnings Adjusted For Special Items |
$ | 1,049 | $ | 0.50 | ||||
% Change |
5.8 | % | 6.0 | % |
(*) | Includes the tax impact of the 2011 PMCC leveraged lease charge. |
Schedule 7
ALTRIA GROUP, INC.
and Subsidiaries
Net Earnings and Diluted Earnings Per Share - Attributable to Altria Group, Inc.
For the Six Months Ended June 30,
(dollars in millions, except per share data)
(Unaudited)
Net Earnings |
Diluted E.P.S. |
|||||||
2011 Net Earnings |
$ | 1,381 | $ | 0.66 | ||||
2010 Net Earnings |
$ | 1,855 | $ | 0.89 | ||||
% Change |
(25.6) | % | (25.8) | % | ||||
Reconciliation: |
||||||||
2010 Net Earnings |
$ | 1,855 | $ | 0.89 | ||||
2010 Asset impairment, exit, integration and implementation costs |
59 | 0.03 | ||||||
2010 UST acquisition-related costs |
6 | - | ||||||
2010 SABMiller special items |
41 | 0.02 | ||||||
2010 Tax items |
(46) | (0.02) | ||||||
60 | 0.03 | |||||||
2011 Asset impairment, exit and integration costs |
(3) | - | ||||||
2011 UST acquisition-related costs |
(3) | - | ||||||
2011 SABMiller special items |
(16) | (0.01) | ||||||
2011 PMCC leveraged lease charge (*) |
(627) | (0.30) | ||||||
(649) | (0.31) | |||||||
Operations |
115 | 0.05 | ||||||
2011 Net Earnings |
$ | 1,381 | $ | 0.66 | ||||
2011 Net Earnings Adjusted For Special Items |
$ | 2,030 | $ | 0.97 | ||||
2010 Net Earnings Adjusted For Special Items |
$ | 1,915 | $ | 0.92 | ||||
% Change |
6.0 | % | 5.4 | % |
(*) Includes the tax impact of the 2011 PMCC leveraged lease charge.
Schedule 8
ALTRIA GROUP, INC.
and Subsidiaries
Condensed Consolidated Balance Sheets
(dollars in millions)
(Unaudited)
June 30,
2011 |
December 31, 2010 |
|||||||
Assets |
||||||||
Cash and cash equivalents |
$ | 2,064 | $ | 2,314 | ||||
Inventories |
1,673 | 1,803 | ||||||
Deferred income taxes |
1,163 | 1,165 | ||||||
Other current assets |
757 | 699 | ||||||
Property, plant and equipment, net |
2,305 | 2,380 | ||||||
Goodwill and other intangible assets, net |
17,281 | 17,292 | ||||||
Investment in SABMiller |
5,927 | 5,367 | ||||||
Other long-term assets |
1,774 | 1,851 | ||||||
Total consumer products assets |
32,944 | 32,871 | ||||||
Total financial services assets |
3,888 | 4,531 | ||||||
Total assets |
$ | 36,832 | $ | 37,402 | ||||
Liabilities and Stockholders Equity |
||||||||
Accrued settlement charges |
$ | 2,137 | $ | 3,535 | ||||
Other current liabilities |
3,309 | 3,305 | ||||||
Long-term debt |
13,688 | 12,194 | ||||||
Deferred income taxes |
4,861 | 4,618 | ||||||
Accrued postretirement health care costs |
2,420 | 2,402 | ||||||
Accrued pension costs |
986 | 1,191 | ||||||
Other long-term liabilities |
807 | 949 | ||||||
Total consumer products liabilities |
28,208 | 28,194 | ||||||
Total financial services liabilities |
3,956 | 3,981 | ||||||
Total liabilities |
32,164 | 32,175 | ||||||
Redeemable noncontrolling interest |
33 | 32 | ||||||
Total stockholders equity |
4,635 | 5,195 | ||||||
Total liabilities and stockholders equity |
$ | 36,832 | $ | 37,402 | ||||
Total debt |
$ | 13,688 | $ | 12,194 |
Y&9JJJOK77#WSUVS=K5ISWF MK2UYDS,=K%F;Q$1;J0*J+LU78R/N7VT8R'(&6>R/,K33-W<---AG5R(-MM6$D M&VP%']A$`%$1/4B:EKP^?SDN'M)9+NX:1K6(DESJ28U))[Y-/:M.Q[LG:SB9 MN7,,6,2G7\M'T\([U,KLN^?=@%L/)VMYX'R++\GEY%O4\OE5SR[?RCPVV\-9 M0,SEN'UF;H\XUJA^R[LV%PP&"Q>G&?L$[O@KLQ^,) P\2(EWWUH"XS>92YD1;JX"!V`'&V@`)&G33R;+E+EF6T@F MDQUFTC1QL28E))(!))TW).Y-(YZZMH[KT=BTFLL,&ZPPRU*"$N 55;;)FHS-MD3+(,M-,VERTTT""(-M-S)(-M@*> M`@`"B(GJ1-83)=7*LP#MH">LU-]@^7\+<8ZRFFLK=YG@A9F,8)9F1223UDDD MD]9KLB.,_P#IQQ__`*(Q3_`8&GHV)ULH2>GT2?5% ; X#6O>9)[ MJ/'FVQY(OYSPIH="-`68CP*#[I%*WX>_/R=H.G_$O(=N9R\D3'BP7D)N82NR M',SPS_+>2.3T<^?[Q;.Q$EN"2(J+)V]&RJCS+C?9.;FM4VBXN-/FMXRZ>#H] MRE>7LA[4P\-R^\G#PO\`.7Q6U\/3[M1]]1[+!.`^]_Q0)CL`G2E37_$PZ2VUO@-#5 PG+.U?8.57=MK_`#:!`P6IM)77+)L* ME8?3\*5V/S68%KF3-W=U];*DQ;1XE\YEY6R!Y7"4Q`#12_LIX;!K)8V,A' MIU;B,I(U"Z`D;?W=54V5W#+E;@K=LZB,'T++PB,#8MJ0#O6Q<1[[]6 ,Y31XIGST0/:OQ<'S"YIX..95)1KYP##D.H\BI[)35= MM>6;EW+P6C7LD7ZF/R]&4LFOGJ"67W1MUUZ(<]BY[I;..3]<_DZJP5]/-8@! MO@IXNK)5XJJY],7?\`:5C_`$A[]MJ,'_ZCVC_S_+?[F3]*F5^R[']WC^@/ MBIR<3B3BZ1&BR)''F(O2'V&'WWG:6*3KKSH`XZZX2CN3AN$JJOK5=-8O/ZK/ MZFH;N6"'G_FQ84E9549&;0*&(`&_0!L.]3A;7^FW^GVYMX[JXY)Y:>YD179F ML82S,P#,Q.FY)))/6:DPK<7QP*NN`**L``KX8`(PVD$1&,V(B*>7P0439-2M MXFWCN\3:W=T@DNI;:)W=AJSNZ*S,QZV9B23UDZTXZVN;FU@CM;9WCMHD5$53 MHJJH"JJCJ"@``=0%-2F8_1^]2T^B*_;WB0FWNK?H]J:;>C6)R33AV4,V@)ZZ MVQ%DLAP+^OE\D?*/<%,7L>`>"W9$]QWB+CQQQU^4;IGC4`B<-QQPG#-5#=2, ME557UJNM737$W$_CMTGK\-;XM^VWMEBCCCBYISJQJJA0+N30````;]`&PJRS MC#+4?&L>CL-@RPQ1U+++38H+;334".#;8"G@(``HB)ZD33^\?ZA`?_"GU14? MF1EEGR$\\S%YGF=F8[DL6)))ZR3N:B[S+&,Y[9]R 5/IG.N7(2Y%R(;5/EJ2:RM;J,8@TD`I0`;ANN/LB0>1Q"SR"6WP^# M2.^MO3->N7(+/'HD9X4W70G5BYT\![E81-%/ELRTEE<>A%F@0$*KZM(-7V;8 M:+PC7PBF^=`)Y=/N[_9_H_G/(<7+HV?A2\]\>9/(AT^+1+/)+MM]_/*MC':M M[Z'I;"8<]LDA1?(VV,#YC:"0HESYC7VU@+3/V\10QZPNNI8A1Y!XCN1MTG?> MK=R^WL?.76#GD#B325&V74GRQH-@>\.Y62ZX3(LKXA'Q7VHDN-(?G8+@S4!N M-(:>=F/#C%ZBMQ`:,CD.`7@J!NJ+Z=4Y,%>6L,6!`$CZ][QA5>.(;F'+!2"3 M&FGT36PO@S9ABT+H#Q[3R\HH85S]9^5(+=7*N8$6R]]@74Z?,BA#?D-R?>(< M1Q'G10=VVR0RV1=]>;GF"9N9)75&*<,9UT.FA``W[_17HY,FA&`B0NH?B<:: MC74,2=N\-ZU_\&+C[C'+>O/)=I?XEAM_DD+MCR3D$6RL*NJGWL29CLZB=QZS M9F.-N6#`U;^ZQB$D`",O+XF6_HYYN;N')Q)$[K$;.-=`2!HP.HTZ-^NO/R9; MVLV.E>1$:07;G4@$Z@C0Z].W57`QOD7&./OBM_$#Y`R`1O:#$NFF+W]E5P"B MV,JX@X^.-V%A40HIN$S+DOQ8AMJTNZ)NJ$B(BZKEM9;GD[&VT?BR/?,H)VT+ M:@$]RJ8[B*WYLR%Q)O&ED"0-]0.$D?V4TWF_M+DO9*[^%_S1E]EP7@N,WG:# M&;_$.,<(R=R^SK`\7;L8=8Y: +# M$18I,M8PBXDE6T8-(ZZ([::Z(-]>Z"221U"K1?967)OB[V4P1Q-=*516U95U MTU<[`=0T``!ZS5FGZ[X7^EV,?G^J_&]:I]!/YC^\:V;Z:'SU]\500_W'SS], M\C_.\O\`C=-W_P"H 3[-?/-338+G#FML'8L< ME>%C:0$GTAW)C76G_0,WR[Z/@I]:+G;W*+_/C_>&]-NN.U_M1MKI[:WYBRR6 M\ DE1J:U0YD-V4AQ5N)R[O MGOO))=]W%WW^7?4B6/RF0EL+>22>1I&AC)); ^3TTY*"UMS;H2BZ^C7 MJ[PJ0R%Q[@;T"&Z[A^/...PXSCAG7,D3AN,`1F2KZ2,E557UKIP$6#PKP(S6 ML!8H"?%&Y(&M:=ES.769E6YF"AR!XQ[M/J@M@W!B-``@V$2.V`"FPB`L@(@* M>H1%-DTX>V`6WC5=E"+\`K64I)E8G 9X_P`HV_!?&-ER-)N6,B?S M:9B54]DKM[&1E(]L=L;"RUG,I'#RN>;S)Y$^32J9G*QVWY1+B46H7AX`QX=. MYIT:4FV)QCW'YIX(C<\6O$5'%KW=>[7MAO4_K7QYE4;.<&X1XYQ7,89/G'R: MDQJ!`N@.2P[&?);!EL9#BN1WS!?,1?-)4]>B?,96YA-O<7$KP'Y)8D>]1#B< M;;RB>""-)A\H*`??K@P.GO5VKL,TM*[@GC:'-Y$24.9.L8Y#`+L9\EN9/%R. M@^[1!GRFA-](X,^V44\_F1$U4V;RSK&C7$I6+R?&.VFP\.G5KKI5*X?%JSNL M$8:3RMNG7I]_KTZ:4_&77'@?A>RL+CB;B7!>/+.V@E66 4R-\@2\FDE0'4!B3H>CKI6UQMA9,7M(8XV M(T/"`-1TTG*?J%U?H,I'-J;@?C&NRX9,F9]8XV*5HV[DB8+X2C?FJR3L@9`R M7$,7%("0U14TJ^:RTD/Y>2XE,&FG#Q'3;HVI-,1BXY?3I!$)O.X1K[])YGHO MT\CXC8,V9EN#=3>F5>$'B.P/2.YOUTD,%AQ"T`MH?0LW$1PC )OI'XZ6]E8W_(C^B*I7IZ4_9UIRN;D=(\-2JT_Y M(J?[M@?@S6F'Y'U^X^^D^L:F2P?\$LO_`%(?]-:?#!^X8?WI'^TAID=YZ[+] M\WUC3W++U.'[I/JBM>'^[']F/[8NI(\;_#[;[F/ZJTXVW]7C^8OP"I+H'Y/@ M_>,7\';TX^#]@GS%^`5HZ;]N_P`\_":=/%^YH_V!G[6.MSP_L4^:/@K#7\L^ 9$U]]*U31HHHT44:**-%%&BBC111HHK__V3\_ ` end