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LORILLARD, INC. FORM 8-K (Current report filing) Filed 06/27/13 for the Period Ending 06/27/13 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year 714 GREEN VALLEY ROAD GREENSBORO, NC 27408 336.335.7000 0001424847 LO 2111 - Cigarettes Tobacco Consumer/Non-Cyclical 12/31 http://www.edgar-online.com © Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. 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): June 27, 2013 Lorillard, Inc. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 001-34097 (Commission File Number) 13-1911176 (IRS Employer Identification No.) 714 Green Valley Road Greensboro, North Carolina 24708-7018 (Address of principal executive offices, including zip code) (336) 335-7000 (Registrant’s telephone number, including area code) 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 7.01 Regulation FD Disclosure. Lorillard, Inc. (“Lorillard” or the “Company”) will be holding a webcast of its Investor Day at the Parker Meridien Hotel in New York City today, June 27, 2013 at 9:00 a.m. New York Time. The webcast will include a presentation by Murray S. Kessler, the Company’s Chairman, President and Chief Executive Officer, and other members of the Company’s management team and will be broadcast live over the Internet under the Investor Relations section of the Company’s website at www.lorillard.com. A copy of the presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Form 8-K”). Reconciliations of any non-GAAP measures included in the presentation to the most directly comparable GAAP measures are set forth in the appendix to Exhibit 99.1 hereto. The information under Item 7.01 and in Exhibit 99.1 in this Form 8-K is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 Lorillard, Inc. slide presentation dated June 27, 2013 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LORILLARD, INC. (Registrant) By: Dated: June 27, 2013 /s/ David H. Taylor David H. Taylor Executive Vice President, Finance and Planning and Chief Financial Officer Exhibit 99.1 Investor 1June 27, Day 2013 Strategic Introduction Agenda Regulatory Legal Financial Additional Bob Murray Neil Bill Ron 2David All True Bannon Milstein Wilcox– Update Taylor Kessler Plan –Guidance Q&A SVP, Update –––SVP, Update Investor EVP, EVP, –R&D Chairman, Chief (Lorillard-Style) Legal Finance Relations Compliance &President & General CFO Officer Counsel & CEO Safe of within “will strategies uncertainties, anticipated in statements circumstances This 3looking-statements forward-looking You Harbor disclaimer. and the thelikely concerning any these are orDisclaimer based projected. on meaning Private may forward-looking speak which .10-Q on These result”, orcautioned statements current words future any isfilings Information filings forward-looking contain statement prospects, many with Securities You are only and expectations the statements are as available “expect”, SEC. the financial to urged that of similar statement reflect certain statements available inof that and describing performance which the Litigation possible may is time based. from to are “intend”, read Lorillard, any and actions the expressions. statements disclaimer they beyond SEC project, by change factors over Lorillard, projections Reform “plan”, that the (including are Inc.’s Internet disclaimer, inInc. Act indicate made, various themade In are or control addition, expectations on also is “anticipate”, that of hard only forward-looking 1995. about could copy, future which in of filings and this and or future revenues, a brief Lorillard, imply Forward-looking are, cause Lorillard, statements isinfuture summary any with some orstatement beliefs “estimate”, actual cases, events asincluded presentation defined the Inc. available Inc. earnings Securities expressly results, and by of in the ,from and are that Lorillard, “believe”, Act. results or statements are Lorillard, orany subject may could to change Lorillard events, growth and inherently Inc. Forward-looking “forward-looking” differ disclaims as performance be Inc. well. Exchange provided cause Inc.’s undertaking in events, actual ’sto rates), “will materially Form include, a variety results any be”, ongoing statutory Forward-looking obligation statements “will Commission statements to differ by 10-K or management continue”, conditions materially without forward offrom to risks update limitation, achievements, those and from or business or Form are (“SEC”) those - Murray S. Kessler 4Chairman, President and Chief Executive Officer Two “To “Responsibly” A “Bring” Excellence Superior Preferred 5•“All Compliance Quality Shareholders Adult Our Can call Responsibly Adult Years audience be toConsumers cigars, action products bySmokers” across Ago adult and smokeless, We Bring the consumers focus Established value Newport e-cigs chain Consistent A Pleasure Powerful message ToVision All Adult Smokers” With A Goal Dividend + EPS Shareholder 6—12% Yield Total Of Consistently Return Delivering A Double-digit Shareholder Return Over The Long-Term 4—5% 610—17% Three Protect Grow Processes 7Carefully CorePursue Build Strategies The Out Adjacencies & Capabilities Core Were Set Close-in Inand Place To Pursue Our Vision Source: Fundamentally, 2010 Core Non-Core Flavor 16B 9B 29B 54B Maverick FF 8Menthol Discount Premium NFF Units Units Markets Total: Strength Type MSA, FF Non-Menthol Newport 78B Full Non-Full Share: Markets Newport NFF 288B Units Flavor Inc. The 5.8% Units Share: Excel Flavor Share: Strategy Menthol Non-menthol retail 3% Menthol Non-Menthol 41% Was 30B database. Based Total 18B 12B Total Total 43B Units On Maintaining Total Units Units Newport Units Newport Share: OurShare: Strength 74% 17% In Full Flavor Menthol In Core Geographies 9And% 2010 15.7 100% 91.7 All 0.3 Others Altria RJR [Graphic Source: Others Pursuing BU.S. % 8.0 80% Packs/Cans MSA, Appears % Tobacco 60% Adjacencies Inc. 40% Here] Excel Market 20%retail 0% In Segmentation Other database. Industry Segments As Well As Through Geographic Expansion 1234Source: We 10 Identified Key Priorities For Adjacency Build Invest Strengthen Opportunistically Newport toLorillard breakthrough ourFour less Share filings. pursue than ininNon-Core full-flavor non-cigarette *non-menthol Earnings Geographies menthol per adjacencies share franchise dataExpansion adjusted to reflect 3-for-1 stock split effected January 15, 2013. See Appendix A for further discussion of adjustments The Implementation Annual Retail +13.9% +6.5% +0.6 +0.8 $3.00 2006 16% $1.72 Newport 14.9% 14.4% 14.1% 12.9% 11.8% 11.0% 10.4% 10.0% $2.82 $2.63 $2.25 $1.91 $1.71 pts 14% 2007 $2.50 $1.58 Market CAGR Adjusted CAGR per Total 12% 2008 $2.00 year Share Lorillard 10% 2009 Earnings $1.50 8% Of2010 Our 6% $1.00 Per 2011 Strategic 4%Share* 2% 2012 0% Plan 2006Has 2007 Accelerated 2008 2009An 2010 Already 2011 Strong 2012 2013 Historic YTDFinancial Performance That 12 Annualized $2.20 +79% $3.00 Q3 $1.00 In $5,000 $5,925 $7,500 $3,615 $2,254 $713 $2,500 2008 More Dividends Source: millions 2008 Continues $1,310 2009 than $2.07 $4,191 $3,613 $2,026 Lorillard Q3 Buybacks $7.3 2010 $7,310 Dividend $2.00 2009 $3,119 Billion To 2011 filings. Q3 $1.73 Consistently $2,312 Per 2010 2012 Cash $1.50 Since Share Q1 $1,589 Returned $1.33 2011 Lorillard Cumulative Reward $400 Q1 $1.23 to2012 Shareholders spin-off $944 Investors Cash Q1 $0 completed $313 2013 Returned Since Going in June Public 2008. Dividend data adjusted to reflect 3-for-1 stock split effected January 15, 2013. ThatSales 13 Five Net 64.0% 21.7% 49.8% 47.8% 15.0% 41.3% RAI MO LO Source: -8.0% Year Consistently 49.3% Bloomberg (ex-FET) Peer30.0% Comparison Outperforms Adj. and company Operating 2007-2012 Peers reports. IncomeSee Adjusted Appendix EPSA for further discussion of adjustments. AndRatio 14 Stock $27 P/E Market $44 2011 Source: 12.1 15.0 That 2012 Price Cap Bloomberg. $12.1 $16.4 Ultimately 2013 P/E (B) RatioAs Contributed of June 25,To2013 Significant Increases In Shareholder Value Because 15 Newport Newport’s The In Significant Lorillard Lorillard’s combination, blu eCigs Lorillard’s full-flavor continues launch geographic capital enhancements acquisition New into structure to menthol Strategic Initiatives successfully non-menthol expansion has tocontinues processes inPlan exceeded the have strategy Is defend core has Working profitably toand expectations continues worked improve has its capabilities Freedom been contributed well for tosuccessful remain and theto have benefit positions Operate to stable been Lorillard’s ofmade despite Lorillard shareholders with continued increased as much the clear ofgrowth menthol theleader investment competition in the behind rapidly us growing e-cig category Because 16 Newport Newport’s The In Significant Lorillard Lorillard’s combination, blu eCigs Lorillard’s full-flavor continues launch geographic capital enhancements acquisition New into structure to menthol Strategic Initiatives successfully non-menthol expansion has tocontinues processes inPlan exceeded the have strategy Is defend core has Working profitably toand expectations continues worked improve has its capabilities Freedom been contributed well for tosuccessful remain and theto have benefit positions Operate to stable been Lorillard’s ofmade despite Lorillard shareholders with continued increased as much the clear ofgrowth menthol theleader investment competition in the behind rapidly us growing e-cig category Remember, Flavor 100% Non-M Menthol Volume 80% 39B NonNFF Full Altria Source: 17 Full 134B 60% Non80% Reynolds Strength MSA, (Units) Menthol Flavor 40% 69B Menthol Full 60% Lorillard Inc. 20% Full 2012 100% Flavor 40% Excel Menthol 0% Full Competes 20% 2012 Flavor retail 0%Menthol database. Within Flavor Flavor The Declining Cigarette Market With A Unique Product Portfolio TheM Volume (Billion FF Core -4.0 -1.1 1.5 -10.2 -20.9 -16.8 ’05 Source: 18 –Full-Flavor -6.5 Non-Core ’12 -8.7 -20.3 FFMSA, Volume Change M CAGR NFF Inc. Core Menthol 2005 Units) -0.5% MExcel NFF Non-core vs. +1.3% Segment retail M 2012 FF-6.7% database. Core NMContinues FF Non-Core -5.5% NM -6.4% NFF ToCore Outperform NM -3.6% Non-Core NFF -6.0% NM Other Discount -4.1% Cigarette -3.4% Industry Segments It isOther Premium All 100% 2010 Newport 74% Source: 19 the 74% 2011 Stability MSA, Premium Full-Flavor All 73% 2012 Other Inc. 74% 2013 ofShare Excel the All Menthol, YTD Core Other Full-Flavor retail and All database. Core Our Other States of Stability Menthol 80% Year-to-date 60% In Core The 40% Core 2013 States Newport That as ofRemains Newport June 1, 2013. The Newport Primary Newport Driver20% Of Our 0% Success Which 20 63 Loyalty 51 57 Newport 104 111 96 2010 84 2013 Source: 61Category 92 2013 Average IsLorillard/TNS Lorillard Index Net Cigarettes M A Primary Marlboro Promoter –=among 100 proprietary Driver NM adult Scores most-often Camel Of smoker research. Newport’s NM cigarette tracking Marlboro Adult Stability brand consumers study Msmoked Camel fielded study M February fielded2013. AprilLoyalty 2010 and Index May=2013. share of last 10 purchases for each brand / average. Strong 21 Brand Newport Attribute #2 #3 Is Source: always made Menthol attribute Newport Lorillard only Menthol fresh Brand from tasting preferences Equity Brand the finest IsTraces Perception a real among tobacco To pleasure Apremium Study, Highly Refreshes to April smoke Differentiated menthol you 2012 Has You smokers taste want Product thattoissavor, consistent slowly Is Is very a full-bodied smooth smoke Is frequently on sale Than 22 Brand Newport Attribute #1 #2 OverallSatisfaction Strength Source: Non-Menthol Just attribute Lorillard of Non-Menthol Menthol Taste preferences Brand National is Too Just Right Weak Product among Newport Opinion Panel, Menthol September Smokers2009. Attribute Male Menthol Female Large Non-Metro Northeast South Midwest West White African And Index Source: 23 A29 111 to Metro 108 49 Highly 90 American 2008 48 U.S. 97 Newport 78 99 173 121 101 65 88 98 120 121 117 NSDUH, Demographic 123 Differentiated 90 110 84 108 105 133 447 Menthol 85 89 259 201020 NonOverview GFK Consumer Mediamark Research & Intelligence. So While Percentage 50% 2009 Source: common 24 40% 2010 MSA, retail Competitors 30% 2011 of competitive Inc. price 20% 2012 Excel of 10% YTD Have theretail premium mainline 2013 Dramatically database menthol brand. YTD Increased brands through sold Their 6/1/2013. atDiscounting a discount Competitive tointhe The typical premium Menthol premium menthol Segment… price* brands include Marlboro Menthol and Camel Menthol. *Discount is defined as 50 cents or more per pack than the most Source: Lorillard Menthol Share Newport 32% 41% YTD 2009 25 30% 39% 2010 ofMSA, the Segment Lorillard &37% 28% 2011 Newport Menthol Inc. 26% 35% 2012 Share Excel 24% 33% Have Segment 2013 ofretail 22% 31% Continued Cigarette database, Market To year-to-date Gain Share Of 2013 TheasMenthol of June 1, Segment, 2013. Which Has Also Gained Share Without 26 Percentage 100% 59% 80% Newport 40% Source: 60% 95% MSA, Heavily #2 54% ofMenthol Menthol Inc. Discounting Excel #3Volume Menthol retailLike database, Sold Brand Competitors at Full Brand year-to-date Price* through 6/1/2013. Full price is defined as within 50 cents per pack of the most common retail price of the mainline brand. GoingAggressive 27 Refreshed More Expanded Forward, Product Print Advertising Lorillard Direct Offerings Mail Will Program Campaigns Continue To Emphasize Brand-Building Over Discounting In Order Newport 25% 20% 15% 11.6% 2007 0% 5% 10% 18+ Source: 28 18-25 22.5% 19.3% 13.3% 2008 12.6% National To market 2009 18.9% 14.1% Keep 12.1% 2010 share Survey Newport 19.9% 2011 among on20.8% Relevant! Drug adultUse smokers and Health age 18+ (NSDUH) and 18-25 2007-2011 29 combination, Newport Newport’s The In Significant Lorillard Lorillard’s blu eCigs full-flavor continues launch Strategic geographic capital enhancements acquisition New into structure to menthol Plan Initiatives successfully non-menthol expansion Is has tocontinues Working processes inexceeded the have strategy defend core has profitably toand expectations continues worked improve has its capabilities Freedom been contributed well for tosuccessful remain and theto have benefit positions Operate to stable been Lorillard’s ofmade despite Lorillard shareholders with continued increased as much the clear ofgrowth menthol theleader investment competition in the behind rapidly us growing e-cig category 30 Post Results Volume Market -4.9% Newport 4.3% Pre Lorillard -1.1% Total 5.5% 7.3% Source: 5.0% 18.6% Share from MSA, Trends Pre & Total Post geographic Inc.Lorillard Excel expansion retail Went database. From strategy Declining Pre-period in theTo non-core isProfitably 2009 change Growing and Post-period In The Non-core is 2012 change. •Driven 31 32,000By Eliminating Launching new ANewport Total retail Newport’s Company plans Redprice nce 2009 Approach disadvantage in theOutside non-core in non-core The Core Lorillard’s pite 2. 3. 4. 5. 6. 7. 8. 32 Newport’s The In Significant Lorillard Lorillard’s increased combination, blu eCigs Strategic continues launch geographic capital enhancements menthol acquisition New Plan into structure tocompetition Initiatives successfully non-menthol expansion Is Working has tocontinues processes exceeded have strategy defend has profitably toand expectations worked improve has its capabilities Freedom been contributed well forsuccessful the and to have benefit positions Operate to been Lorillard’s ofmade Lorillard shareholders with continued as much the clear ofgrowth theleader investment in the behind rapidly us growing e-cig category Newport Total Core 100% Winston Other Marlboro 40% 60% 2010 0% 20% Source: 33 Marlboro Markets YTD U.S. Other MSA, Newport Has Marlboro 2013 Other Gone Inc.80% Winston Excel From Winston retail Nothing Newport database. Camel ToWinston ACamel 5% Year-to-date Share 80%Of Camel The 2013Full-Flavor Camel as of June NM 1, 2013. Segment (9% in Core) And Because Contribution 2012 Source Premium Competitive Intend Adopted Pricing Source: 34 Unit to of Up MSA, as purchase Brands Volume… Volume More usual Brands to Newport Inc. …74% Than brand 80% Excel (B) 90% Red 35% 2.2 68% retail 2012 IsSince Highly database. Percent Launch It Isof Lorillard ALorillard Meaningful Newport 5.7%Contributor domestic Non-Menthol unit volume Source2013 of Business Retail Market Survey,Share February 0.9 pts 2011. Pricing based on net price increases ex-FET. And, Like Brand Attribute Marlboro OVerall Menthol Red Liking smoothness 35 attribute ofsatisfaction Nonoverall strength Newport ? Camel preferences taste ofMenthol, ?taste ? ? among Franchise Newport Consumers Non-Menthol Strongly Smokers Prefer the Product Non-Menthol Premium 89 Winston 80% 36 B Camel unitsOther Non-Menthol 100% 60% Gold 40% is the Marlboro Non-Full Next Big 20% Flavor Opportunity 0%Units 2012byforBrand Lorillard ] Newport Non-Menthol Gold Has Been Deemed Substantially Equivalent by the FDA and Authorized for Marketing 37 Newport Taste –Packaging -Pricing Timing hol 38 Second Overall Preferred Priced Product in-line Non half satisfaction by Test, of Menthol awith 2013 margin January Newport rating Gold of2011; 2:1 higher …. Non-Menthol inMSA, The consumer than Right Inc. theProduct Excel test leading Retail at brand theDatabase Right Time as ofin06/15/13 the Right(52 Package wks) Newport Non Menthol Gold Online Packaging Test, August 2011; Lorillard’s pite 2. 3. 4. 5. 6. 7. 8. 39 Newport’s The In Significant Lorillard Lorillard’s increased combination, blu eCigs Strategic continues launch geographic capital enhancements menthol acquisition New Plan into structure tocompetition Initiatives successfully non-menthol expansion Is Working has tocontinues processes exceeded have strategy defend has profitably toand expectations worked improve has its capabilities Freedom been contributed well forsuccessful the and to have benefit positions Operate to been Lorillard’s ofmade Lorillard shareholders with continued as much the clear ofgrowth theleader investment in the behind rapidly us growing e-cig category Two menthol 123Core MST 40 International Steps Step Years related Tobacco Unrelated Diversification FullAgo, Other flavor WeCPG cigarettes SaidOther That cigarette We Would sub-segments Evaluate Close-In Cigars Adjacencies (lighters, adjacencies Most Related etc. )To (energy Our Core drinks, etc.) Other OTP The e-Cigarette $1,200 $600 $20 2007 Source: –“E-cigarette “Wake Ni 41 Bonnie Mo $50 Rapidly $500 2008 ,$1,000 up UBS UB $5 Herzog, call $400 2009 U.S. $0 consumption Growing Research for $1B Sales $250 2010 Wells big $800 tobacc $200 2011 e-Cigarette ($millions) estimates, Fargo could $100 2012 cigssurpass Eare research Category 2013 thetraditional wave Enote Caught of dated the cigarettes Our future. 9/23/2012 Attention in the next 10 years, especially given the rapid pace of innovation and consumers’ demand for reduced harm products.” As More Nearly 40% 21% 42 increase of 6adult in And 10smokers since More adults2010 Adult were had Smokers tried awareanofe-cig Were e-cigs inBecoming in 2011 2011 Aware And Trying e-Cigs Awareness, 2011 100% 80% 40% 43% 60% 20% 23% Aware 0% 5% (at Source: 43 least 2013 26% 11% 2013 Repeat 94% ofLorillard daily) e-cigs –2011 Trial, 26% Usage Trial –Adult And 22% Use Use Tobacco regularly Have User Continued Survey; ToOctober Dramatically 2011 (n=800) Increaseand Since May The 2013 CDC (n=523) Study E-cigs Survey 100% Tech $25K $25-$50 $50-$75 $75-$100 $100K na Female Male 21-24 25-34 35-44 45-54 College Some Urban H.S. Prior Age Source: *Tobacco 44 Source: Sex Post-Grad Tobacco College 80% Suburban Have Respondent Lorillard Diploma Income ECH 60% Broad User* Research 40% Rural Education Adult Appeal Profile 99% 20% Tobacco /Opinionaire 0% Among among Geography User those Tobacco Survey; Prior whoConsumers have October tried2011 e-cigs(n=1,021) Growth e-cig Use Estimate Source: 45 Less Users Lorillard Isthat Do Being Report Not 2.5 Fueled billion 36% adult Using Use tobacco less By Less Less Smoker cigarettes or consumer 44% Completely Conversion Completely willsurvey, beReplacing smoked October Replace inCigarettes 2013 2012. 20%due n=351; to e-cigs weighted to U.S. smoking population. e-CigsVolume Estimated Adjusted Pack 3,118 e-Cigarette Source: *Adjusted 46 -160 Are MSA, Cigarette e-cig Cigarette -4.9% Large volume Volume Inc. impact Enough 30Excel Cigarette equates Change -129 Change inretail Q1 To -3.9% to=Industry Now 2013 aTraditional Percent database. 1%Be decline E-Cigs Negatively Volume cigarette inIndustry* traditional Equalized Impacting change cigarette Volume plus U.S.e-cigarette Cigarette volume Change Percent volume Trends (MM) from Year Ago Change to Packs (MM) from Year Ago Change e-Cigs •Tobacco College Cigarettes 47 FDA’sCan “There “Harm of reduction…a Tobacco is Continuum Harm Smokeless Physicians aPlay strong Reduction AProducts Significant scientific ofProduc Report) fundamental RiskScientific and Tobacco Role medicinal component InAdvisory Reducing Derive foundation from of Committee The many Nicoti Harm for aspects acknowledged tobacco FromofTobacco medicine har reduction, there and…everyday is which a continuum shows life…has of great riskpotential not withbeen regard as applied atopublic tobacco to smoking health products. strategy but hastothe millions potential of smokers. to save millions “(American of lives Council and deserves on Science consideration.” and Health) (2007 Royal And American Health “They’re delivery hurt Dr. Cahn(2011) Journal “…a available be cigarettes toxicity replacement 48 much Richard Elizabeth Jonathan Siegel by There preponderance “To the of to device…you’re safer (e-cigarettes) evidence and Council Public & conventional Is nicotine.” dismiss Carmona Harm products.” Zachary Foulds(2011) Accumulating Whelan comparable thanHealth Reduction of shows tobacco (e-cigarettes) ofScience Dr. (2013) the aillness nicotine Policy not clean Brad them in thousands American burned.” Evidence going large U.S. Journal and over nicotine Rodu to “[U]sers will and formed NJOY Surgeon health tothe switching otherwise (2011) be of Practice Association not To next consider toxic public are Board benefit…” even Support when General 20 not International agents “…a who to years…” die of tobacco exposed ite-cigs of This Directors … of national (2002-2006) are current from Public would a tobacco looking is will toJournal e-cig smaller the harm adult be likely “Comparatively, ause for related disservice American of reduction (if yield alternatives” are Clinical any) likely a and save to smokers Health much the temporarily the thelives potential health Physicians whoof risks cigarettes 4million attractiveness (2010) initiative, toto8current million based of Esmokers, partly oncould the For Example Vapor Nicotine—1% Nicotine—3% Glycerin—73% Blu Source: 49 eCig vsLorillard Leading Smoke Glycerin– Carbon Analysis and brand bluMonoxide—34% of2% eCigs low-tar Flavors proprietary cigarettes and Combustion data, 99 puffs 2013.9Flavors—11% puffs bi-products – 41% Water—15% Water – 20% Harmful Market Class Cigarette Carbon Carbonyls Phenolics Volatiles TSNAs PAA PAH *Source: 50 Below 0.000024 0.00223 %Leading Monoxide 0.000550 Lorillard Difference the Constituents 1.430 90.204 2.366 puffs lowest <<<0.00004 < Gold <(1 0.000001 and 0.003 <0.002 27 0.074 detectable 0.000019 cigarette) mg blu Are blu ***97.0 eCigs <99.8 Product At 99.1 98.2 *0.1 95.5 Or *99 % level. % mg % % 96.5 proprietary Below less puffs less less % less *% less 99.6 less Detectable %data, less based Levels on Canadian Intense Smoking Method. Harmful Market Class Cigarette Carbon Carbonyls cigarette Phenolics No Volatiles products many TSNAs PAA amounts PAH *Source: 51 Below combustion 0.000024present. 0.00223 % constituents Leading Monoxide 0.should000550 Lorillard Difference the Constituents in 1.430 90.204 2.366 puffs blu, lowest < <so 0.00004 < GoldAt <(1 and 0.003 0.002 to 27 methods 0.074 detectable cigarette)constituents99 measure mg blu Are <*not least **97.0 0.000001 eCigs from blu, At Levels 98.2 required beOr 98%blu actual % new level. blu< <% proprietary Below less 0.000019 so less analytical99.8 *0.1vs.mg 99.low1 95.5 Productless Detectable %*data, puffs less 96.5 %inless * 99.6 based % %Levels less less % on lessCanadian Intense Smoking Method. After Superior Highest Unique Well-rounded Disposables All Potential 52 retail Careful & brand Product for channels proprietary & Lorillard Evaluation, portfolio awareness rechargeables positioning to be Lorillard the category Purchased leaderblu e-Cigs Since Quarterly 40%+ $60 $40 $30 $20 $10 Q2 Source: 53 2012 $57 11% Outlets $14 $8 Lorillard’s Market $0 MSA, $50 Q3 Market blu2012 $39 eCigs Share Inc. Share—~12,000 Acquisition, Q4 Excel net ~80,000 2012 sales retail Q1 Retail blu database 2013 e-Cigs Retail Outlets for Haselectronic Emergedcigarettes. As The Clear Leader by Far In The Category With First Rechargeable Kits—27% By 51% Disposables Tobacco Other StoresInternet—14% Gas/Convenience Food 40% Drug Source: 29% 54 Products Sales Quarter A & Stores 10% Strong Lorillard 7% Channel 22% 2013 Cartomizers Business Stores and blublu eCigs Across eCigs sources company All Products of dollar data;and sales MSA, Channels, Inc. Excel blu eCigs retail is database Doublefor thee-cigarettes. Size of the Next Closest Brand Beyond Aided 2011 100% 60% 80% 40% 25% 20% 0% blu Source: 55 eCigs na15% 50% 35% 22% 2013 86% brand naLorillard Sales NJOY 46% 33% 22% awareness &21% 29% Share, V2Cigs Adult 32% Consumer by Tobacco GreenSmoke currentUser Research e-cigSurvey; eSmoke usersAlso October Cigalectric Demonstrates 2011 21st (n=800) Century blu’s Leadership and May 2013 in Awareness (n=523). Brand awareness = heard of or used. AndeCigs Brand 100% Other Green 21st blu 2011 Source: 56 Century blu’s May Other 80% most Smoke Lorillard blu Leadership 2013 60% used eSmoke eCigs eSmoke 40% by Adult those 20% NJOY inTobacco Usage who 0% NJOY have User tried Survey; e-cigsOctober 2011 (n=196) and May 2013 (n=223). Why Because blu Is A Brand-Builder 57 blu Is A Brand-Builder 58 blu Is A Brand-Builder 59 blu80 Forefront The At Is Product blu’s Rechargeable Superior Digital E-liquid On-the-Go State-of-the-art Consistent *(mg) 40 Puff Source: puff 60 eCigs counts Count *120 Nicotine chip Lorillard made product Puff-by-Puff 160 nicotine recharging 120 technology Products in 200 quality and Aerosol USA taste and 240 delivery 240 blu &controls Nicotine 280 value eCigs overResearch Yield life of product & Development. Magnificent Menthol and Classic Tobacco Premium high nicotine products under the Canadian Intense Smoking Method. * Rechargeable batteries replaced at NewPack Old MSRP Size Battery Retailer 61 Cigarette Streamlined $59.99 Pack margin Newcharge pack $34.99 Pack ~20% On-the-Go Slim indicator ~30% as a Rechargeable smart Pack & phone cig charge Kit Will indicator Further blu’s Technology Lead blu’s component Proprietary Areas Unique New Longer Custom Redundant Automated Intellectual 62 Technology ofbattery juice processor current battery assembly technology Property storage life development: technologies Team with safety protection & advances proprietary delivery Infeatures SilicontoValley algorithms furtherContinues blu’s innovation To Constantly lead Innovate Acquisition The Electronic (in Net Gross Adjusted Source: 63 millions) Sales Profit Lorillard Operating $Cigarette 61 Has $ 21 $ Already 57 $filings. 21 Income Segment See Been $Appendix Results 7Accretive $ 7 FYA2012 for further 2013-Q1 discussion of adjustments Newport Newport’s The In Significant Lorillard Lorillard’s 64 combination, blu eCigs full-flavor continues launch Strategic geographic capital enhancements acquisition New into structure to menthol Plan Initiatives successfully non-menthol expansion Is has tocontinues Working processes inexceeded the have strategy defend core has profitably toand expectations continues worked improve has its capabilities Freedom been contributed well for tosuccessful remain and theto have benefit positions Operate to stable been Lorillard’s ofmade despite Lorillard shareholders with continued increased as much the clear ofgrowth menthol theleader investment competition in the behind rapidly us growing e-cig category New Delivered Net Revenue B Adjacency $5.9 Half Comparison B50% Of +$0.7 Initiatives Lorillard’s B $51 From Revenue Our Strategic Growth Plan Have 46$6.6 265 2010 •% TOTAL Source: Newport blu Geographic From eCigs 2012 Lorillard Adjacencies $346 Red $61 Expansion $234 9% filings. 34% ($mil) 7% And Helped Volume Pre-Strategic +2.2 Including -45 -30 +4.3 Source: -51 -39 66 Altria MSA, Change Strategic Reynolds Us Plan Inc. Strengthen (billions (2005 domestic Plan (2005 vs. ofOur cigarettes) 2010) shipment vs. Cigarette 2012) dataBusiness Versus Competition Newport Newport’s The In Significant Lorillard Lorillard’s 67 combination, blu eCigs full-flavor continues launch Strategic geographic capital enhancements acquisition New into structure to menthol Plan Initiatives successfully non-menthol expansion Is has tocontinues Working processes inexceeded the have strategy defend core has profitably toand expectations continues worked improve has its capabilities Freedom been contributed well for tosuccessful remain and theto have benefit positions Operate to stable been Lorillard’s ofmade despite Lorillard shareholders with continued increased as much the clear ofgrowth menthol theleader investment competition in the behind rapidly us growing e-cig category Significant Preparedness Corporate FDA Stage Marketing R&D Pilot New IT Retail Enhanced B2B Integration Information State Government Town Employee Investor Increased 68 Communications Modernization Website Equipment Product Plant Readiness Government Reorganization & Hall Shipment Gate Relations Meetings Participation Sales Compliance Roundtables Restructure Upgraded Meetings of Enhancements Technology Relations Capabilities For Process bluForce Data Installed FDA/GMP eCigs Relations Day with Warehouse Established Automation Department atLegislators Investor in Created Were Many Function Made Upgraded Events Areas System Established Established To Processes And Capabilities Identified 2010 Adjacent Core Product Sales Brand Direct Regulatory 69 Expansion 2013 Execution Marketing Mail Development Adjacent As Affairs Opportunities Core Expansion Back In 2010 Much 80 060 20 40 $$40 2010 200 400 $398 $451 $498 600 Source: 70 millions $742011 $56 OfLorillard Incremental CapEx Adjusted 2012 filings. SG&A Investment See Appendix to Build A for Process further anddiscussion Capabilities of adjustments. is Behind Us Newport Newport’s The In Significant Lorillard Lorillard’s 71 combination, blu eCigs full-flavor continues launch Strategic geographic capital enhancements acquisition New into structure to menthol Plan Initiatives successfully non-menthol expansion Is has tocontinues Working processes inexceeded the have strategy defend core has profitably toand expectations continues worked improve has its capabilities Freedom been contributed well for tosuccessful remain and theto have benefit positions Operate to stable been Lorillard’s ofmade despite Lorillard shareholders with continued increased as much the clear ofgrowth menthol theleader investment competition in the behind rapidly us growing e-cig category Lorillard’s Menthol Leading Settlement NPM Won TPSAC Successful 72 Graphic Lawsuit the Debate Freedom FDA Way Warnings Inspections is Reasonable To Operate Case e-cig Successfully Regulation Defended But An Ongoing Challenge Newport Newport’s The In Significant Lorillard Lorillard’s 73 combination, blu eCigs full-flavor continues launch Strategic geographic capital enhancements acquisition New into structure to menthol Plan Initiatives successfully non-menthol expansion Is has tocontinues Working processes inexceeded the have strategy defend core has profitably toand expectations continues worked improve has its capabilities Freedom been contributed well for tosuccessful remain and theto have benefit positions Operate to stable been Lorillard’s ofmade despite Lorillard shareholders with continued increased as much the clear ofgrowth menthol theleader investment competition in the behind rapidly us growing e-cig category Lorillard’s 2010 Leverage Q1 Long-Term Shares Dividend *Weighted 2011 Repurchased Reflects 1.0 Payout Average 2012 Capital Debt X 1.3X 201363% $500 $1.77 Structure Interest (millions) 1.6 66% million BX$2.60 Rate 1.8 73% Continues debt 27.0 X* B on nm $3.11 Debt issuance 46.7To B 14.8 6.2% Be $3.60 on 3.8 Improved 5.7% May B* 5.2% 15, 2013. 5.0%* See Appendix A for further discussion of leverage. 74 As A 500 400 Indexed to Prices 0Jan-02 100 LO Source: 75 S&P +366.4% 300 Result +40.5% Jan-03 Bloomberg. 200 500OfJan-04 Lorillard’s From Jan-05 Carolina Remarkable Jan-06 Group Jan-07 Brand IPO Jan-08 Strength, on 1/31/2002 Jan-09Investors Jan-10 through Jan-11 Have 6/25/2013. Been Jan-12 Rewarded Jan-13 Over the Long-term As Well Total 150% 100% 125% 50% 75% Lorillard 0% 25% Beverage Source: 76 42.2% Return 140.4% 95.4% Bloomberg. as S&P &Over Tobacco Comparison 500 theFood, Total Medium-Term S&P 6/2008 return 500 data – 5/2013 – from Despite 6/30/2008 the Regulatory throughOverhang 5/31/2013. And,%RJR 2012 0.2 90.5 RJR 100% 80% 40% 60% Non-Full 0% 20% Altria Non-Menthol Source: 77 % RJR Altria We U.S. RJR 8.8 MSA, Still Flavor RJR All Tobacco % Altria Others 0.5 Menthol Have Others Inc. Non-Menthol % Altria Excel Market Lots Menthol RJR Of retail Segmentation Running Full-Flavor database. Sn s Room 15.1 MSTB -Cigs Packs/Cans Delivering Summary Gaining Launching Continuing Remaining As 78 always, market adjacent superior focused rewarding to beshare first on results new and for shareholders tight products the best despite cost 11th incontrol e-cigarettes to consecutive competitive isaccelerate the top priority with year environment growth blu eCigs While Introduction Agenda Strategic Regulatory Bill Legal Financial Additional 79 True Update Lorillard’s Plan –Guidance Q&A SVP, Update Bob Ron Update R&D All Bannon Fundamentals Milstein Neil (Lorillard-Style) Murray Wilcox – –Investor EVP, Kessler –Clearly SVP, Legal Relations David – Chief Chairman, Lead &Taylor General The Compliance Industry, –President EVP, Counsel Officer Finance Regulation & CEO & CFO Worries Investors Regulatory Neil June 80 Wilcox, 27, 2013 Update SVP & Chief Compliance Officer Bill True, SVP Research & Development Update On preparations Lorillard’s 81 The Regulatory for Environment FDA regulations Corporate Compliance infrastructure New FDA / CTP Director Substantial Equivalence (SE) FDA e-cigarettes deeming regulation Menthol What Has team Established Recruited Compliance” 82 Lorillard a across new to build Corporate Done the aenterprise foundation To Compliance Ensure Invested Regulatory of excellence department to modernize Compliance? based upon manufacturing demonstrated facility expertise Ensured corporate policies and procedures that meet or exceed all federal, state and local regulations Established a “Culture of FDA Lorillard’sscreen Implemented Advanced Microwave 83 Sustained and Modernized magnetic systems Effort detection State-of-the-art Equipment To Modernize systems for NTRM sorters And Prepare (Non-Tobacco For FDARelated Compliance Material) Detection Lorillard’s Installed Robotic Upgrades tracking 84 Palletizers and Significant Sustained tracingbyEngineering Effort Complex To Modernize State-of-the-art And Prepare Dryers RFID For FDA (Radio Compliance Frequency Identification) system upgrade Upgraded blending and menthol systems New Maker and Rod Making complexes Improved product WeModernization IT In-Sourcing Lorillard’s Prepared 85 continue forManufacturing, Sustained of FDA toR&D Build Regulations analyte Effort our Processes IT totesting and Modernize R&D and Upgraded Capabilities are and Well Prepare Pilot Plant for FDA Compliance Rigorousconsultant Prepared External 86 for Regulatory FDA Inspections audits Compliance TrainingPreparations Internal audits Practice inspections What FDA Over 127 Operations’ All 87 requested SOPs conducted 5,000 Were(Standard pages The Work information unannounced Results of Instructions documents Operating Ofprovided Our routine for Procedures) Regulatory every within inspections work turn-around Compliance station of all Complete time Lorillard Preparations? <2 hours listing facilities of all Atingredients FDA’s request and packaging during the supplies inspections, Billsweofprovided: Materials for twelve targeted brands FDA Wrap-up Exceptional “A Inspectors Provided Lorillard’s Regulatory 88 Model Inspector session: FDA of praised Compliance Challenges preparation Cooperation” an Feedback opportunity our level Infrastructure (efficiency – “Outstanding” of to sophistication learn of isabout responses Ready thetoindustry and Meet quality a Established ll of information) a baseline for GMP preparedness WhatFDA Outspoken Led harm Mitch 89 reduction Impact Zeller, task tobacco Will JD force andCTP’s control reevaluating on tobacco New advocate Director regulations nicotineHave regulation under On The Commissioner Engaged Tobaccoand Industry? David constructive Kesslermeeting Workedwith at American Lorillard Legacy Foundation Consultant and lobbyist for pharma (NRTs) in private practice (Pinney Associates) Supports What Mitch Expected SE Although Decisions 90 submissions Impact Zeller, to No and drive Will Friend JD Reduce Deeming aCTP’s more ofUncertainty Tobacco, New aggressive Regulation Director Mr.regulatory Menthol Zeller HaveWill onagenda the Likely Tobacco Committed DriveIndustry? to “Follow-the-Science” Required to navigate within FDA’s regulatory framework Top three priorities: “FDA Announces First Decisions On New Tobacco Products” 91 “…Today’s products public Lorillard On exemptions 92 June health 25, to Is be The have SE 2013 than substantially orders First been Lorillard theAnd predicate.” denied allow Only and equivalent the Our the To marketing 91 proactive Have FDA to made New predicate ofinitiatives two Products history new products, with have Lorillard Deemed the included based first Tobacco Substantially on ever multiple thepremarket Company company’s meetings Equivalent authorizations tobacco submissions with And products: FDA, Authorized for and hundreds two Newport other new forreadily ofMarketing tobacco hours Non-Menthol available ofproducts preparations science Gold FDA Box and has 100s over information nowand 3,600 approved Newport pages thattwo demonstrate Non-Menthol of SEs, supporting denied that documentation Gold four, each Box. 136 product have The agency been will not withdrawn has present foundmore and these 20harm two SE to the Whatregulations FDA Prevent Fair Ensure 93 announced Isproduct clear The Current public safety are intention needed health Status and to quality benefits Of regulate E-cigarettes Prevent Inhibit e-cigarettes underage new Andtechnological Deeming in use 2011 Primary Regulations? advancements concern: Over StifleRegulation product innovation WhatZeller Mr. Lorillard Final 94 regulations Is The isappears prepared Current will toto Status support take vigorously some Ofe-cigarette’s E-Cigarettes time respondharm with Andreduction aDeeming harm reduction potential Regulations? strategy Deeming This regulations approach expected is stronglythis supported year Weby anticipate UK and initial other countries draft regulations Public pressure to be somewhat will demand restrictive flexibility and allow for continued improvements Lorillard’s Summary We 95 have received compliance the first infrastructure and only SE is Orders well established for new tobacco We have products successfully We look passed forward routine to working inspections withWe theare FDA wellonprepared e-cig regulations for GMPsLorillard’s when implemented is well prepared Excellent for communications all regulatory requirements have been established and actionswith CTP What About Potential Regulatory Action on Menthol? But… 96 Review of William 97 R.Menthol True, Ph.D. Science Senior Vice President Research and Development Whatselection Robust Data Weight 98 availability Do design ofWe evidence Mean to andsupport statistical by across Sound study multiple treatment Science objective studies explained / hypothesis clearly Conclusions Study limitations drawn clearly explained and supported by data Reproducible Full Transparency “This of Epidemiology No The 99 menthol Difference Science Industry review cigarettes isMenthol ofBiomarkers Clear: the scientific are Menthol Report, atToxicology noevidence, Chapter greater Cigarettes risk 3. Chemistry which are of not developing includes More Smoking Dangerous epidemiology smoking-related Topography thanstudies, Non-Menthol diseases as well than as Cigarettes are those non-menthol of biomarkers smokers.” of exposure and harm, smoking topography, and toxicology and chemistry, clearly demonstrates that smokers Menthol Risk Higher *Statistically 1Lee 100 Post-TPSAC smokers of 2010 Risk Lung Smokers – 2.00 “A Significant Cancer combined Equal DoMenthol Not Risk Have analysis 1.00 Smokers Higher Lower of lung Risk vs.Risk Non-menthol cancer Of0.00 Lung studies Cancer Smokers shows (and noPerhaps difference Less) in risk.” Compared 2Rostron, To Non-Menthol 2012 assessed Smokers lung cancer mortality 3Muscat, 2012 (unpublished) now-menthol smoker compared to non-menthol Biomarkers –PM Vast Source: Biomarker www.fda.gov. Serum No 101 NoDifference Total majority difference Cotinine Sarkar Exposure Nicotine ofof Exposure M., in when COHb studies biomarkers Biomarker Study Equivalents evaluated 3OHC/Cotinine measuring Show – 3,600 of Comparisons No by Total exposure Adult Difference biomarkers raceNNAL Ratio Smokers, Between Nicotine Between of exposure 31 Adult States Gluc. Menthol found Menthol Biomarkers Ratio and no CotinineGluc. Non-Menthol difference andof Non-Menthol Exposure Ratio Smokers Cigarette 3OHC Gluc. Smokers. Ratio NNALGluc. Presentation Ratio to the Tobacco Products Scientific Advisory Committee, July 15-16, 2010, available at Biomarkers PM Only differences potential menthol Reported smokers biomarkers Biomarker HDL LDL Oxidized Total Hs Triglycerides White 11-dehyrdrothromboxane-B2 8-epa-Prostaglandin-F2? FEV1 Source: 102 www.fda.gov. C-Reactive Total Cholesterol large Cholesterol Blood Sarkar and harm LDL no Exposure study No in of of difference non-menthol Cells biomarkers potential Difference Potential between Protein M., to Biomarker examine Study in harm Harm of Comparisons Show No Difference BetweenBetween Adult Menthol Mentholand andNonNon-Menthol 101 Menthol Smokers Cigarette Smokers. Presentation to the Tobacco Products Scientific Advisory Committee, July 15-16, 2010, available at TheDifference No African Based 103 Behavioral onAmerican weightScience ofIncidence evidence also Levels DOES of scientifically NOT Initiation Support sounds Cessation a Difference studies Youth smoking, in Public Health incl. African ImpactAmericans Between Menthol Transition and toNon-Menthol established smoking Cigarettes DespiteAfrican 20.6% 16.7% Non-menthol Average White 28.7% 83.3% Menthol Smoking American 104 19.4% National a incidence: Incidence Preference 71.3% 19.0%NHIS for Menthol, (2011) and African NSDUH American (2011)Smoking 103 Menthol Incidence smokers: is LOWER NHIS (2011), Than White NSDUH Smoking (2011)Incidence And, Age African 19.5 20.0 18.0 18.5 19.0 16.5 17.0 17.5 15.0 15.5 8642016.0 10 12 Youth 105 White Start White NHIS African Smoking smoking American African Smoking NHANES Menthol Non-menthol American rates Rate American Menthol from (12-17) NSDUH Smokers NSDUH Begin 2011Smoking Later and Have A Much Lower Youth Smoking Rate Despite There Menthol 86420(in 10 12 14 Smoking American 106 White millions) areWhat African Smokers incidence: overSome 2x more NHIS MayWhite Suggest, (2011) menthol and TheNSDUH Vast smokers Majority (2011) than African of105 Menthol Menthol American Smokers smokers: menthol areNHIS White smokers (2011), NSDUH (2011) Across 20% 25% 30% 35% 15% 1999 0% 5% 10% Menthol 107 Youth 2000 All Market market 2001 Demographics, Smoking share 2002 ShareRate 2003 (MSAI) as2004 Menthol Youth 2005smoking Market 2006 2007 Share rate2008 (NSDUH Has2009 Increased, 2011) 2010 2011 Youth Smoking Rates Have Steadily Decreased There is No Correlation Between Menthol Share and Youth Smoking in the U.S., at the State Level 108 Thereconclude “We Oxford female.” 109 isEconomics Also No thatCorrelation there 2012 is no between evidenceInternational to support the Youth hypothesis Smoking thatPrevalence greater availability and Menthol of menthol Marketcigarettes Share (as represented by market share) is associated with higher youth smoking prevalence – overall, male and And Despite 2010 100% 80% 60% 70% 50% First Source: 110 Menthol Nonmenthol 40% national wave CPS-TUS 90% Current 30% ofClaims 2010 survey 20% reasons data 10% That to contain is for0% Menthol available smoking these Makes (Two menthol/non-menthol questions additional Cigarettes waves Less Harsh, cigarettes to come) Smokers Disagree and Instead Choose Menthol for Flavor TheDifference Cessation No Mixed Unfavorable Pre-TPSAC Source: Population 111 Weight Results Covance, nSurvey, =of nn= Menthol 37 =or nEvidence 31 3721 =Effect Inc. Post-TPSAC Post-TPSAC 10 PostTobacco Effect Favorable of TPSAC Studies nUse =nn5Supplement. = n=Menthol = 23Also 6Adequate 1Adequate Adequate Suggests n = Methodology 22 Methodology Methodology No Difference nn= n=in =241711 Cessation And,Difference Initiation No PreMixed Unfavorable Pre-TPSAC Source: 112 TPSAC No Results Covance, “Initiation” n =nMenthol n13 =Menthol = n210 = 6Inc Post-TPSAC Post-TPSAC 3Post-TPSAC Studies Effect or Effect nUsed =nn4nFavorable ==Adequate =2103Adequate Adequate Adequate nMethodology = Methodology 6Methodology Methodologynnn===000 Research Overall, FDA In Cohort …. -moving 113 “Menthol TPSAC thedraft Authors course studies across there on Menthol white and the of and isthis of Initiation reviewing Topic apaper, adolescents paucity even Report, sequence ofTPSAC published of Initiation of the March Smoking” data that and evidence Agreed is on 2011 young May is associated this Needed 23, related that adults topic. 2011 Additional with to A should inlack itsTobacco menthol charge, of bedata carried cigarette Induced TPSAC prevents out that Diseases noted availability. further follow gaps conclusions in participants understanding onfrom the role of experimentation menthol of menthol cigarettes cigarettes to initiation and public in the to dependence. initiation health that ofshould smoking. Thesebe studies addressed wouldwith provide further an research. improved understanding of the risk for The Weight TPSAC chemistry) Literature Reviews Policy These 114 that statements New ofreviews menthol Scientific selected ofarticles Evidence n=8 n=7 studies industry studies report from cigarettes that n=24 documents Menthol was (epidemiology, discuss provide Research n=7 released no are Since biomarkers, additional menthol the TPSAC have topography, moreReport been harmful published Does toxicology, support Notsince Support than – the perception, for Disproportionate non-menthol Surveythe studies hypothesis Regulation youth cigarettes n=24 smoking) (initiation, cessation, dependence, consumer With did How “Removal TPSAC, 115 the March Evidence TPSAC of menthol 2011 reach So cigarettes Clear its Conclusion? that from Therethe is No marketplace Difference, would benefit public health in the United States.” TPSAC’s Mendez “To TPSAC “.TPSAC No Only 116 calculations gain oneprovided model an TPSAC provided Menthol understanding forinputs estimate Conclusions specifications the inputs of canthe are be Were quantitative provided for tiedthe Driven to model a specific by impact parameters, a Model study of menthol That including Relied cigarette on a central Faulty on public orInputs ‘best’ health, estimate TPSAC andturned plausible to thelower results andofupper models bounds.” of smoking in the United States .” Behavioral Covance Typical Failure Lack Study Conclusions Source: for STUDY 117 Lorillard ofwas to flaws Covance appropriate generalizability REPORT evaluated use not Studies were Inc. valid in designed methodology FINAL Market not Version methodology Relied measures statistical supported toAccess on measure 1.0of by rigor December study by TPSAC Services of effect study studies endpoint for data of Inc. 20,menthol Model 2010, The or failure Role Input available on of smoking to Suffer Menthol explain at www.fda.gov. from behaviors rationale Flavoring Methodological for in measures Smoking Flaws Initiation, used Cessation, and 116 other Smoking Behaviors: A Search and Methodological Evaluation of the Literature, Prepared TPSAC Uses ALLTURS Nonnemaker TPSAC’s Published 118 dataRelies sole from inwas data 2012 has 2010 basis on American designed and not Nonnemaker with referred was for questionnaire responded an different a key to Legacy unpublished toevaluate input Davis 2010 toconclusions Longitudinal requests are to2009 the for the not study Key effect Mendez for publicly from with Input description of Tobacco Lorillard anon-statistically model available to “truth Mendez Use of campaign” todata provide Reduction Model setsignificant the on Study smoking underlying results (ALLTURS) initiation, data used notinmenthol his study “We conducted “The Nonnemaker Completed 119 study Wave was 2010 Nonnemaker secondary conducted 1and 35,252 2012 analysis in 2012 35,252 Falsely 83 2010 schools Completed ofImply [ALLTURS], in seven thatWave a Large communities a1-3 longitudinal Data 16,396 Setand 16,392 Was school-based fiveUsed Included states.” from(Nonnemaker study in Thousands Analysis of 47,237 of 479 2012, Subjects middle 632abstract) Experimented school and high withschool Menthol youth.” 161 223 (Nonnemaker African Americans 2010) who experimented with Menthol 15 23 Nonnemaker 2010 OR 2012 Different 120 1.68 – rate menthol (1.00-2.82) subsets was 2010 experimenters 80% ofand data not greater 2012 statistically wereReport – used OR progressed 1.80 in Dramatically significant 2010 (1.02-3.16) toand established 2012 Different statistically studies smoking Results with significant at nofrom aexplanation rateSame 68% Data greater Setthan non-menthol experimenters Unexplained Nonnemaker Some These 121 smokers differences Anomalies 2012 arelikely not includes inappropriately accounted explain Exist subjects Between why for eliminates that in 2012 any Nonnemaker were results group one excluded group became 2010 in from statistically 2010 anddenominator 2012 analysis significant of calculations when 2010 results were not Uses Mendez Proportion Out *Contrary 122 Source: ofNonnemaker 100 Model uses to 2012 of menthol other two non-menthol menthol SGR Prediction reports key 2010 experimenters, and rates experimenters progression that 2011 of experimenters Excess 1NSDUH in 4 93 experimenters rate Deaths who would . ofwho become 68% Due become become greater tobecome established Availability established established forestablished* menthol smokers ofsmokers Menthol smokers smokers (93%) (56%) is as Simply a key NOT input Credible variable Mendez Cohort 100% Experimenters 30% 30.0% 45% 13.5% 93% Menthol 56% Initiation 12.6% Proportion 21.8% 55% Non-menthol 16.5% Counterfactual 9.2% CF 16.7% Ratio 7.5% Mendes 1.68 Reported 123 Menthol ofofInput Model the Experimenter Initiations by Rate potential of“Proportion Initiations Mendes Experimenter Initiations Experimenters Menthol Non-Menthol (age W*E Ym1-Yn Initiation Based Experimenters (Im) 18)on among Experimenters W*E*K4 (Im1) Im+In (In) of rate Nonnemaker Menthol W*E*(1-K4) Experimenters among in (age Experimenters Cohort 18) (W) Experimenters Experimenters that Im1+In 2010 (E) become that (K4) become (1-K4) established that become established smokers Established smokers (Ym)Smokers” (Yn) / “Proportion of Non-menthol Experimenters that become Established Smokers” (K5=Ym/Yn) Unrealistic Difference 297,219 Basis 124 of of TPSAC’s in the Inputs progression 327,565 Drive conclusion: excess the of TPSAC menthol deaths “Menthol Conclusion experimenters by 2050 cigarettes have (93%) an and adverse non-menthol impact onexperimenters public health (56%) in the United to established States.”smoking accounts for 91% of excess deaths reported by Mendez Mendez Confidence OR Using Model For 125 = every 1.80 the 3.16 Leads Model 100 upper (1.02-3.16) in interval to the menthol Leads Impossible confidence model is to the experimenters, results Impossible range Results interval inthat menthol of Results is 116 Nonnemaker b edexperimenters would to include progress 2012 the progressing true rate to established of parameter progression to established of smoking the leads timetosmoking –impossible i.e. the at margin aresults rateof 3 times error greater than non-menthol experimenters TPSAC’s A Relied Over 126 product reliance on Conclusion aofsingle aon biased a model single and wasthat flawed conflicted NOT wasBased study notpanel well for on Sound inputs understood to Science their model Anddate, 72% Estimate Black Increased Counterfeit TPSAC To 127 that ofMarket current devoted FDA the from youth cigarettes FDA will has Compass Menthol access only not will be significant 3with published Consider out Lexecon Sales unknown of 231 Would evaluations, the Report pages Countervailing ingredients Be and Soldif stated: On anyBlack have Effects “FDA Market been would of conducted, Disproportionate need to of assess the Menthol countervailing the potential Regulation for effects contraband asofThey removal menthol are Required of menthol cigarettes by cigarettes Law as required frombythe themarket Act” WeUnited Further, Law market Banning illegal — 128 Department Report Don’t enforcement activity. cigarettes the allStates Believe ofcigarettes illicit theof There Virginia Trade are [tobacco] intelligence Treasury thenow is –FDA Representative or already State greater any Report will trade reports type Crime aIgnore has than sizeable toofCongress, been have Commission cigarette for report Many cocaine, black linked indicated to Major favored WTO, 2/4/2010 market toheroin (SJR organized Government that 11/16/2010 for by 21, gangs oracigarettes 2010) illegal large crime and Bodies portion firearms.” other and in the violent that organized ofUnited U.S. Have crime, smokers States.” Warned crime andrings –poses about could have aContraband significantly serious increasingly riskRisks to increase begun our national to thefocus existing security.” theirblack efforts market on cigarette for cigarettes trafficking and all as the a source attendant of revenue. contraband The trafficking profit margins and on other black Going Waiting FDA-NIH We Lorillard 129 continue Forward on isfunded FDA fully to believe prepared announcement PATH that Studies tothe respond science on may menthol toprovide does any FDA not additional provide action on ainformation basis menthol for regulating on menthol menthol over the cigarettes next several differently years from – which non-menthol should show cigarettes no difference While Introduction Agenda Strategic Regulatory Bill Legal Financial Additional 130 True Update Lorillard’s Plan –Guidance Q&A SVP, Update Bob Ron Update R&D All Bannon Fundamentals Milstein Neil (Lorillard-Style) Murray Wilcox – –Investor EVP, Kessler –Clearly SVP, Legal Relations David – Chief Chairman, Lead &Taylor General The Compliance Industry, –President EVP, Counsel Officer Finance Regulation & CEO & CFO And Litigation Can Be Concerns LegalMilstein Ron June 131 27, Update 2013EVP, Legal & External Affairs, General Counsel & Secretary Lorillard –History Challenges 132 Successfully ofLitigation successfully manageable transitioned managing going to new forward tobacco nationallitigation counsel (HHR) in 2012 Lorillard Product Class Individual Health-care Kent Other FDA 133 filter related actions litigation liability Litigation reimbursement litigation (cont.) Individual Cases Traditional 134 individual cases West Virginia consolidated case Engle Progeny suits Traditional 200 Individual 2003 27 135 cases 150 2004 100 pending S&H 2005 Individual 50 0Cases 2006 against 2007 Cases Lorillard 2008 2009 2010 2011 2012 2013 Traditional Evans December $35M decision Reversed Liability Upheld Massachusetts 136 compensatory v.compensatory Massachusetts Lorillard claim new 2010 Individual trial Company limited jury (Superior trial verdict / $81M damage Lawsuits for court onassessing retrial June against Court, punitive onaward Supreme $81M (other Supreme Boston, Lorillard of damages punitive negligence $35M 11,MA) its 2013 (plus assessed options damages Judicial claims interest) Judicial by award vacated) jury Courtfor and issued Court ordered appellate reconsideration or further appeal by Traditional Two New 137 traditional York California Individual individual Lawsuits trials scheduled for 2013 West then –entered Lorillard 139 Only Multi-phase Virginia remaining May should 2013 have individual count on all noinvolves counts follow-on trial,(but certain trials individual with low-tar if cases common cigarettes Appeal necessary by plaintiffs issues proceeding possible first, 600 individual cases consolidated for liability phase Only 31 cases involved claims against Lorillard Defense one) verdict Engle We 139 2013 4,520 2008 7,600 have Cases made progress reducing the number of Engle cases EngletoCases TRIAL Trial Defense Plaintiff Trials Range 140 Verdicts Concluded ofRESULT Verdict Verdicts Loss (cont.) on 9633 before 63 INDUSTRY Plaintiff 13310 Verdict $1,400-$70.9M LORILLARD 28 5 $4,500-$33M •–Engle 141 Four Appeals Duke/Walker Douglas To Oral Certiorari date, Cases Engle argument $15,500 pending (US petition (cont.) trials Supreme (11th setscheduled in paid for pending Circuit) FLJuly by Court) and Lorillard 12, US in Q3 2013 Supreme 2013 in Engle Courts progeny over judgments Engle Phase 1 findings •Class 142 No active Lorillard Actions issuits not pending a defendant against in “Lights” Lorillardclass action cases –•Health 143 DOJ Last RICO Company details Care expects Reimbursement suit implementing to spendJudge Cases approximately Kessler’s $20M order on to comply corrective andadvertising reserved into1Q be 2013 addressed accordingly –•Kent 144 Allege plants Smoker Manufactured Claims Smoking 60 pending Filter Worker cigarette usually claims and suits health claims between involve injury not from filter 1952 mesothelioma an asbestos issue from and 1956 asbestos exposure in original in the Kent •–Kent 145 Verdicts Settlement Several Damages Filtertrials in(cont.) ranged strategy 22scheduled cases from established tried $140,000 for since 2013 to 1991 tominimize $2.25 (17 defense million economic verdicts; loss 5 plaintiff verdicts) –•FDA 146 TPSAC Graphic DC appeal Case No District over; conflicts Warnings by industry Court FDA ofsuit interest victory suit pending •Summary 147 Engle The All other cases Company is company’s cases appear isare manageable performing declining, greatest litigation well except defending Kent expense Filter Engle and cases risk and the risk appears manageable While Strategic Introduction Agenda Regulatory Legal Financial Additional Bob Murray Neil Bill Ron David 148 All True Bannon Milstein Wilcox Update Taylor Lorillard’s Kessler Plan –Guidance Q&A SVP, Update ––––Update SVP, Investor EVP, EVP, –R&D Fundamentals Chairman, (Lorillard-Style) Chief Legal Finance Relations Compliance &President & General Clearly CFO Counsel & Officer Lead CEOThe Industry, Regulation And Litigation Can Be Concerns Financial David June 149 27, Taylor 2013 Guidance EVP, Finance (Lorillard-Style) and Planning & Chief Financial Officer •Financial 150 Philosophy Promotes Recognize Guidance longer-term the – no issues explicit (Lorillard-Style) this thinking earnings may create andguidance decision-making Financial Total Units -3.1% 401 billions -4.1% 400 -1.7% 350 -1.5% 300 250 -3.5% -3.8% 200 2003 Source: *Source: 151 -3.2% -8.6% -2.3% Q1 2004 Domestic in -5.0% 357 345 2013* MSA, MSA, Guidance 293 CAGR -4.9% 2005 -3.3% Inc. 286 Industry Inc. 2006 domestic (Lorillard-Style) Excel 2007 Shipments retail 2008 shipment database 2009data 2010 2011 2012 2013 Financial Total 120 100 to Volume Indexed 2005 60 Lorillard Source: 152 100 CAGR 2006 Domestic MSA, 80 clearly Rest Guidance 2007 CAGR of Inc. Industry 2008 outperforms Industry -4.7% domestic (Lorillard-Style) 2009 Shipments 2010 shipment rest 2011 of +1.2% industry data 2012 Financial Dividend $2.50 $1.50 $1.73 $2.07 $2.20 Q3 $0.50 $1.23 Source: 153 2008 Annualized $1.33 Lorillard Q3 Policy Guidance 2009–filings. Dividend Q3 70%—75% (Lorillard-Style) 2010 Q1 Rate of 2011 Earnings Q1 2012 Q1 2013 Financial •Capital $100 $75 $50 $51 $56 2008 $0 $25 Source: 154 Capital Other Working $74 $44 Capital 2009 –Needs Lorillard $40 Expenditures blu Guidance capital 2010 Expenditures eCigs 2011 filings. investments acquisition (Lorillard-Style) 2012 ~ $70—$80 to $135 fund million million growth per in year 2012 Financial Cash $Share 2008 ~$815 Source: 155 3.0 Returned 2.5 2.0 1.5 1.0 0.5 0.0 Dividends $1,586 $$910 2009 repurchases Repurchases million 400 313 Lorillard Guidance $2010 $631 716 remaining to2011 $578 $filings. Shareholders continue 645 (Lorillard-Style) 2012 $723 under to$807 be$7.3 current attractive Billion program uses Totalof (ascash of 6/21/1 Financial Target Leverage Not EBITDA change Protect •Currently $4,000 $2,000 $2,500 $3,000 $3,500 $1,000 2009 $0 Weighted Source: 156 likely 2010 is Gross $1,750 $750 in investment Lorillard 1.5x Guidance at current average to 2011 1.8x change Debt – 2.0x 2012 filings. environment interest grade (Lorillard-Style) without debt 2013 ratings to rate 4.95% Financial Potential Mid-Single environment •free *blu 157 Heightened No Share Limited AseCigs cash new measured repurchases Long-Term flow Guidance products contribution Digit •promotion No •by Limited High-Single new earnings •(Lorillard-Style) from Share EPS from products •contribution free Normal Growth repurchases per blu cash Digit share eCigs • New historical Rate flow Low-Double growth from from incremental from Scenarios share •blu pricing Meaningful •and repurchases Additional eCigs the Digit –products •All dividend Normal Delivering contribution leverage-driven historical yield.Double-Digit pricing Shareholder Return* Financial •Some 158 Sharepositive Recent Partial Obligations Opportunities repurchase settlement FDA Guidance for authorization factors exist theprogram of (Lorillard-Style) Federal for NPM in cost place: dispute increased for Assessment savings Newport provides infollowing blu Non-Menthol foreCigs Tobacco liquidity $500 supply Growers million and Gold chain some debt will continuing issuance end in 2014 earnings in May ($118 2013 benefit million in 2012) Financial Incentive Annual Long-term Source: 159 plan Lorillard compensation Guidance incentives balance filings. (Lorillard-Style) between arestructure paidNewport in common alignsmarket with shares goals share withand 3-year operating vesting profit – variable with EPS targets All elements Summary Poised New e-cigarette We 161 remain products to accelerate growth committed are in place earnings to to rewarding continue growth:shareholders our history of with superior cash returns financial results Murray S. Kessler Chairman, 162 President and Chief Executive Officer Lorillard’s Conclusions Incremental The Lorillard 163 right remains management ongoing new products committed Strategic team and isto Plan blu inrewarding place eCigs has resulted toshould handle shareholders inaccelerate all continued potential through growth outperformance regulatory returning even further and its legal significant outcomes free cash flow 164 Questions Appendix Regulation Reconciliation (Amounts settlement Year Income Reported GAAP 1) on 2) restructuring included 3) Adjusted 165 Impact Expenses Lorillard’s ended results Diluted in (Non-GAAP) (GAAP) of A in expense G cost December incurred RAI RJRT millions, charges Reconciliations tobacco include ofEPS ofReported mark-to-market results sales adjustments included Operating on inthe except settlement 31, results conjunction 7Lorillard’s $1,892 $1,878 following: 0.01 2011 2012 (GAAP) inper $1,867 $1,369 cost Income to Operating $2.66 $2.81 share expense adjustments pension itsof tobacco with to2011-2005 $2.63 $2.82 sales Adjusted data) N/A $1 the included accounting E-Cigarette (25) settlement N/A $2 (Unaudited) acquisition on(Non-GAAP) operating (0.03) Lorillard’s in adjustments cost Segment expense N/A ofof income blu tobacco sales Results eCigs (8) and6(0.01) 0.01 1- Appendix Regulation Reconciliation (Amounts Quarter Income Reported GAAP payment 2013 of 1) Government administrative Adjusted 166 Favorable sales Estimated included results Diluted (143) Ended as disputes (Non-GAAP) (GAAP) A inG a(cont.) Case millions, impact costs result Reconciliations (0.23) include as expenses of March EPS an Reported approved judgment results toof offset of -Operating comply 31, the except the results 20$561 2013 settlement following: to reduction (GAAP) 0.03 by included tobacco with per $438 the $0.86 Operating Income - share or arbitration $0.66 to to in otherwise settlement $7 inAdjusted data) resolve Lorillard’s selling, E-Cigarette $72 (Unaudited) panel certain resolve general expense (Non-GAAP) April in March Segment MSA the and 15, inU.S. cost 2013 Results MSA Appendix Regulation 2010 Proforma Adjusted Depreciation Earnings amortization Fair Long-term Leverage Estimated Includes 167 value 2011 $500 before operating Ratios (A/B) A based of 2012 debt debt, G(cont.) (B) interest and Reconciliations million $1.0 interest, net 2013—Q1 on $amortization 1,769 1,760 income 2012 1.3 ofrate debt fair 1.6 $taxes, $Adjusted swap 2,595 1,904 value offering 1.6 $2013—Q1 1,725 35 1.8 depreciation (69) $of $37 3,111 1,922 operating $interest in (95) 39 1,867 May, 39 $(111) $3,101 1,922 39 $rate and 2013. income. 1,883 (101) swap $$3,601 1,922 $(101) 1,883 (A)( 2) $ (1) 1,700 $ 1,883 $ 2,500 (1)$ 3,000 $ 3,000 $ 3,500 Appendix Regulation Reconciliation (Amounts settlement Year Gross Reported GAAP 1) on 2) restructuring included 3) Adjusted 168 Impact Expenses Lorillard’s ended Profit results in (Non-GAAP) (GAAP) of A in expense G cost December incurred Income (cont.) RAI RJRT millions, charges Reconciliations tobacco include ofofReported mark-to-market results sales adjustments included Net on inthe except settlement 31, results conjunction 7Lorillard’s Income $2,343 $2,382 following: 72012 2011 (GAAP) 5inper 0.01 $2,318 $1,745 cost to Operating Diluted $1,892 $1,878 share expense adjustments pension itsof tobacco with to2011-2005 $1,867 $1,369 sales Adjusted data) $1,116 $1,099 EPS the included accounting (25) settlement (Unaudited) acquisition $1,101 $799 on$2.81 $2.66 (Non-GAAP) operating (25) Lorillard’s $2.82 in$2.63 (15) adjustments cost expense of(0.03) of income blu tobacco sales Results eCigs (8) and— (8)6(5) 4 0.01 (0.01) 169 Lorillard