8-K

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): October 26, 2009

Lorillard, Inc.

(Exact name of registrant as specified in its charter)

DELAWARE	001-34097	13-1911176
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

714 Green Valley Road Greensboro, North Carolina	24708-7018
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (336) 335-7000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Conditions.

On October 26, 2009, Lorillard, Inc. issued a press release providing information on its results of operations for the three and nine months ended September 30, 2009. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Form 8-K”).

The information disclosed under Items 2.02 of this Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release regarding results of operations for the three and nine months ended September 30, 2009 dated October 26, 2009.

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:	/s/ David H. Taylor
	David H. Taylor
	Executive Vice President, Finance and Planning and Chief Financial Officer

Dated: October 26, 2009

EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press release regarding results of operations for the three and nine months ended September 30, 2009 dated October 26, 2009.

EX-99.1

Exhibit 99.1

	Contact:	David Taylor Chief Financial Officer (336) 335-7668
		Investor Relations
		(866) 321-5418

LORILLARD, INC. REPORTS THIRD QUARTER 2009 RESULTS

GREENSBORO, NC, October 26, 2009—Lorillard, Inc. (NYSE:LO) today reported results for the quarter ended September 30, 2009.

Highlights

• Net sales were $1.419 billion for the third quarter of 2009, compared to $1.125 billion for the third quarter of 2008. This includes a significant increase in federal excise taxes. Net sales excluding excise taxes were $953 million for the third quarter of 2009 compared to $936 million for the third quarter of 2008.

• Operating income increased 2.6% to $392 million, or 41.1% of net sales excluding excise taxes for the quarter, up 14% to $1.143 billion for the first nine months, compared to the 2008 periods.

• Earnings per diluted share was up 4.3%, to $1.44 for the quarter, and up 17.1% to $4.24 for the first nine months, compared to the 2008 periods.

• Total domestic industry wholesale shipments declined 12.6% versus Lorillard’s 6.1% decline comparing the third quarter of 2009 with the third quarter of 2008.

• Newport domestic retail market share increased by .28 points over the year ago period to 10.29%.

• The Company increased the cash dividend 8.7% to $1.00 per share and repurchased approximately 4.9 million shares.

“Lorillard’s overall performance during the third quarter of 2009 was positive in terms of its domestic wholesale shipments out-performing the industry compared to the third quarter of 2008. Additionally, Newport’s domestic retail market share continued to grow despite a challenging marketplace,” noted Martin Orlowsky, Chairman, President and Chief Executive Officer. “We remain committed to Lorillard’s core business strategy of balancing profitability with Newport’s market share position and continue to return cash to shareholders, via the recent increase in our quarterly dividend and share repurchase program.”

Orlowsky added, “Both our financial and marketplace results were relatively strong recognizing difficult comparative factors affecting the third quarter of 2009 versus the third quarter of 2008. These factors included a reduction in wholesale inventory levels during the third quarter of 2009, greater levels of Newport promotional product in the market in the third quarter of 2008 and the general on-going effects of the federal excise tax increase that occurred as of April 1, 2009. We have managed to improve earnings and margins in the face of these marketplace pressures and the approximately $0.05 per share impact on EPS in 2009 of incremental pension costs and effects of LIFO on our inventory valuation.”

Third Quarter 2009 Results

Net sales were $1.419 billion in the third quarter of 2009, compared to $1.125 billion in the third quarter of 2008, an increase of $294 million. $291 million of that increase was the result of the April 1, 2009 increase in federal excise taxes on cigarettes. Net sales excluding excise taxes in the third quarter of 2009 increased $17 million, or 1.8% from the third quarter of 2008 as the result of higher average prices, partially offset by lower net unit sales volume and higher sales promotion costs accounted for as a reduction of sales. Gross profit was $488 million in the third quarter of 2009, or 51.2% of net sales excluding excise taxes compared to $470 million, or 50.2% of net sales excluding excise taxes in the third quarter of 2008. The increase in gross profit reflects the increase in net sales, the absence of free product promotions and lower costs related to the State Settlement Agreements, partially offset by higher manufacturing costs.

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Total Lorillard wholesale shipment volume for the third quarter of 2009 of 9.458 billion units decreased 6.3% compared to the third quarter of 2008. Total domestic industry wholesale shipments decreased an estimated 12.6% for the third quarter of 2009 compared to the third quarter of 2008. Lorillard’s domestic wholesale shipments decreased 6.1% for the same period. This decrease in domestic wholesale shipments in the third quarter of 2009 reflects the impact of the $0.62 increase in the federal excise tax on cigarettes from $0.39 to $1.01 per pack on April 1, 2009. Newport’s domestic wholesale shipments decreased 9.8%, while Maverick’s domestic wholesale shipments increased 51.9% in the third quarter of 2009 compared to the third quarter of 2008. See attached table for details of Lorillard’s wholesale shipments.

Based on Lorillard’s proprietary retail shipment data, Newport continued to increase its domestic retail market share during the third quarter of 2009 by .28 share points to 10.29% in the third quarter of 2009 from 10.01% in the third quarter of 2008. See attached table for selected retail share data.

Selling, general and administrative costs increased $8 million, or 9.1% in the third quarter of 2009 to $96 million compared to the third quarter 2008. The increase in the third quarter of 2009 is primarily due to a $4 million increase in pension costs and a $5 million increase in legal expenses due to the continuing defense costs associated with the Engle progeny cases, partially offset by a $3 million decrease in marketing costs.

Investment income decreased $4 million in the third quarter of 2009, compared to the third quarter of 2008 as a result of lower interest rates on investments. Cash and cash equivalents as of September 30, 2009 were held primarily in money market funds.

Interest expense increased $14 million in the third quarter of 2009, compared to the third quarter of 2008 and the increase reflects interest on the Senior Notes issued in the second quarter of 2009. In September 2009, the Company entered into interest rate swap agreements to modify its exposure to interest rate risk, the effect of which results in changing the effective interest rate on the Senior Notes from a fixed rate to a variable rate.

Lorillard’s effective income tax rate was 37.7% in the third quarter of 2009 compared to 38.5% in the third quarter of 2008, which decreased income tax expense by $3 million. The lower tax rate was primarily due to the impact, in 2008, of the separation from Loews on the availability of the manufacturer’s deduction for the pre-separation period.

Net income in the third quarter of 2009 was $235 million, or $1.44 per share (basic and diluted), compared to $237 million, or $1.38 per share (basic and diluted) in the third quarter of 2008. These results reflect the impact of the aforementioned factors and the effect on earnings per share of a lower average number of shares outstanding in the third quarter of 2009 than in the third quarter of 2008 resulting from the share repurchase programs authorized in August 2008, May 2009 and July 2009. The impact of the reduction in the average number of shares outstanding increased earnings per share by $0.07.

See following table for additional information regarding the impact of excise taxes on reported results:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Net sales	$	1,419		$	1,125		$	3,855		$	3,116
Less excise taxes		(466	)		(189	)		(1,101	)		(536	)
Net sales excluding excise taxes		953			936			2,754			2,580
Cost of sales		931			655			2,430			1,839
Less excise taxes		(466	)		(189	)		(1,101	)		(536	)
Cost of sales excluding excise taxes		465			466			1,329			1,303
Gross profit		488			470			1,425			1,277
Percentage of net sales excluding excise taxes		51.2	%		50.2	%		51.7	%		49.5	%
Selling, general and administrative		96			88			282			276
Operating income	$	392		$	382		$	1,143		$	1,001
Percentage of net sales excluding excise taxes		41.1	%		40.8	%		41.5	%		38.8	%

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First Nine Months 2009 Results

Net sales were $3.855 billion in the first nine months of 2009, compared to $3.116 billion in the first nine months of 2008, an increase of $739 million. $595 million of that increase was the result of the April 2009 increase in federal excise taxes on cigarettes. Net sales excluding excise taxes in the first nine months of 2009 increased $174 million, or 6.7% from the first nine months of 2008 as a result of higher average unit prices, partially offset by lower net unit sales volume and higher sales promotion costs accounted for as a reduction in net sales. During the first nine months of 2009, Lorillard’s domestic wholesale unit shipments decreased by 4.0% versus an estimated industry decline of 8.9%. Gross profit was $1.425 billion, or 51.7% of sales excluding excise taxes in the first nine months of 2009, compared to $1.277 billion, or 49.5% of net sales excluding excise taxes in the first nine months of 2008. The increase in gross profit reflects an increase in net sales, lower costs related to the State Settlement Agreements and the absence of free product promotions, partially offset by higher federal excise taxes and higher manufacturing costs.

Selling, general and administrative costs increased $6 million, or 2.2% in the first nine months of 2009 to $282 million compared to the first nine months of 2008, which included an $18 million charge related to the separation from Loews. The first nine months of 2009 results included a $10 million increase in pension costs and a $17 million increase in legal expenses due primarily to the continuing defense costs associated with the Engle progeny cases, partially offset by a $6 million decrease in marketing costs.

Investment income decreased $16 million in the first nine months of 2009, compared to the first nine months of 2008 and the decrease primarily reflects lower interest rates on investments.

Interest expense increased $16 million in the first nine months of 2009, compared to the first nine months of 2008 and the increase reflects interest on the Senior Notes issued in the second quarter of 2009.

Lorillard’s effective income tax rate was 37.5% in the first nine months of 2009 compared to 38.3% in the first nine months of 2008, which decreased income tax expense by $9 million. The lower tax rate was primarily due to the impact, in 2008, of the separation from Loews on the availability of the manufacturer’s deduction for the pre-separation period and the non-deductibility of certain separation expenses, and, in 2009, the favorable resolution of certain state income tax matters, partially offset by an increase in state tax rates.

Net income in the first nine months of 2009 was $706 million, or $4.24 per share (basic and diluted), compared to $629 million, or $3.63 per share (basic) and $3.62 per share (diluted) in the first nine months of 2008. These results reflect the impact of the aforementioned factors and the effect on earnings per share of a lower average number of shares outstanding in the first nine months of 2009 than in the first nine months of 2008 resulting from the share repurchase programs authorized in August 2008, May 2009 and July 2009. The impact of the reduction in the average number of shares outstanding increased earnings per share by $0.17.

Additional News

During the third quarter of 2009, Lorillard, Inc. made the following significant announcements.

On July 27, 2009, Lorillard, Inc. announced that its Board of Directors approved an additional share repurchase program, authorizing the Company to repurchase in the aggregate up to $750 million of its outstanding common stock. As of October 23, 2009, the Company repurchased approximately 4.1 million shares of its outstanding common stock at a cost of approximately $306 million under the $750 million share repurchase program announced on July 27, 2009. This share repurchase program was in addition to the $250 million share repurchase program announced on May 21, 2009.

On August 14, 2009, Lorillard, Inc. announced that its Board of Directors approved an 8.7% increase in the quarterly dividend on its common stock from $0.92 per share to $1.00 per share. The dividend was payable on September 11, 2009 to stockholders of record as of September 1, 2009.

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Conference Call

A conference call to discuss the third quarter 2009 results of Lorillard, Inc. has been scheduled for 10:00 a.m. EDT on Monday, October 26, 2009. A live broadcast of the call will be available online at the Lorillard, Inc. website (www.lorillard.com). Please go to the website at least ten minutes before the event begins to register and to download and install any necessary audio software.

Those interested in participating in the question and answer session of the conference call should dial (888) 713-4211 (domestic) or (617) 213-4864 (international). The passcode for this event is: 36076042. An online replay will be available at the Company’s website following the call.

If you wish to listen to the replay of this conference call, please visit Lorillard’s website at www.lorillard.com or dial (888) 286-8010 (domestic) or (617) 801-6888 (international) and enter the passcode:15043732. The conference call will be available for replay in its entirety through November 2, 2009.

About Lorillard, Inc.

Lorillard, Inc. (NYSE: LO) is the third largest manufacturer of cigarettes in the United States. Founded in 1760, Lorillard is the oldest continuously operating tobacco company in the U.S. Newport, Lorillard’s flagship menthol-flavored premium cigarette brand, is the top selling menthol and second largest selling cigarette in the U.S. In addition to Newport, the Lorillard product line has five additional brand families marketed under the Kent, True, Maverick, Old Gold and Max brand names. These six brands include 44 different product offerings which vary in price, taste, flavor, length and packaging. Lorillard maintains its headquarters and manufactures all of its products in Greensboro, North Carolina.

Forward-Looking Statements

Certain statements made in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, (the “Reform Act”). Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, events, performance or achievements, and may contain the words “expect,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “will be,” “will continue,” “will likely result” and similar expressions. In addition, any statement that may be provided by management concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects and possible actions by Lorillard, Inc. are also forward-looking statements as defined by the Reform Act.

Forward-looking statements are based on current expectations and projections about future events and are inherently subject to a variety of risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those anticipated or projected. Information describing factors that could cause actual results to differ materially from those in forward-looking statements is available in our filings with the Securities and Exchange Commission (the “SEC”), including but not limited to, our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. These filings are available from the SEC over the Internet or in hard copy, and are available on our website at www.lorillard.com. Forward-looking statements speak only as of the time they are made, and we expressly disclaim any obligation or undertaking to update these statements to reflect any change in expectations or beliefs or any change in events, conditions or circumstances on which any forward-looking statement is based.

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Lorillard, Inc. and Subsidiaries
Consolidated Condensed Statements of Income

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
(Amounts in millions, except per share data)	2009			2008			2009			2008
	(Unaudited)
Net sales (a)	$	1,419		$	1,125		$	3,855		$	3,116
Cost of sales (a) (b)		931			655			2,430			1,839
Gross profit		488			470			1,425			1,277
Selling, general and administrative		96			88			282			276
Operating income		392			382			1,143			1,001
Investment income		1			5			4			20
Interest expense		(15	)		(1	)		(18	)		(2	)
Income before income taxes		378			386			1,129			1,019
Income taxes		143			149			423			390
Net income	$	235		$	237		$	706		$	629
Earnings per share:
Basic	$	1.44		$	1.38		$	4.24		$	3.63
Diluted	$	1.44		$	1.38		$	4.24		$	3.62
Number of shares outstanding:
Basic		163.58			172.37			166.42			173.40
Diluted		163.72			172.49			166.55			173.53

(a)	Includes excise taxes of $466, $189, $1,101 and $536 for the respective periods.
(b)	Includes charges of $294, $304, $848 and $854 to accrue obligations under the State Settlement Agreements and charges of $29, $27, $77 and $77 to accrue obligations under the Federal Assessment for Tobacco Growers for the respective periods.

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Lorillard, Inc. and Subsidiaries
Consolidated Condensed Balance Sheets

	September 30,			December 31,
(In millions)	2009			2008
	(Unaudited)
Assets:
Cash and cash equivalents	$	1,514		$	1,191
Accounts receivables, less allowances of $3 and $2		13			7
Other receivables		25			55
Inventories		297			255
Deferred income taxes		456			454
Other current assets		79			—
Total current assets		2,384			1,962
Plant and equipment		231			218
Prepaid pension assets		38			36
Deferred income taxes		64			71
Other assets		44			34
Total assets	$	2,761		$	2,321
Liabilities and Shareholders’ Equity:
Accounts and drafts payable	$	18		$	30
Accrued liabilities		306			255
Settlement costs		884			974
Income taxes		9			14
Total current liabilities		1,217			1,273
Long-term debt		751			—
Postretirement pension, medical and life insurance benefits		312			317
Other liabilities		100			100
Total liabilities		2,380			1,690
Commitments and Contingent Liabilities
Shareholders’ Equity:
Preferred stock, $0.01 par value, authorized 10 million shares		—			—
Common stock:
Authorized — 600 million shares; par value—$0.01 per share
Issued — 174 million and 174 million shares
Outstanding — 161 million and 174 million shares		2			2
Additional paid-in capital		232			222
Earnings retained in the business		1,198			965
Accumulated other comprehensive loss		(149	)		(158	)
		1,283			1,031
Treasury shares at cost, 13 million and 6 million shares		(902	)		(400	)
Total shareholders’ equity		381			631
Total liabilities and shareholders’ equity	$	2,761		$	2,321

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Lorillard, Inc. and Subsidiaries
Wholesale Shipments

Information regarding unit volume shipped by Lorillard Tobacco Company to its direct buying customers by brand follows:

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
(All units in thousands)	2009		2008		% Chg		2009		2008		% Chg
Full Price Brands
Total Newport		8,019,309		8,889,962		-9.8		23,340,489		25,124,689		-7.1
Total Kent Family		74,418		100,854		-26.2		225,972		304,314		-25.7
Total True		74,568		94,326		-20.9		222,744		280,932		-20.7
Total Max		4,707		6,381		-26.2		14,418		18,876		-23.6
Total Full Price Brands		8,173,002		9,091,523		-10.1		23,803,623		25,728,811		-7.5
Price/Value Brands
Total Old Gold		116,448		144,737		-19.5		339,611		415,481		-18.3
Total Maverick		997,656		656,772		51.9		2,529,942		1,627,638		55.4
Total Price/Value Brands		1,114,104		801,509		39.0		2,869,553		2,043,119		40.4
Total Domestic Cigarettes		9,287,106		9,893,032		-6.1		26,673,176		27,771,930		-4.0
Total Puerto Rico and U.S. Possessions		170,454		200,184		-14.9		564,780		549,936		2.7
Grand Total		9,457,560		10,093,216		-6.3		27,237,956		28,321,866		-3.8

Notes:

1.	This information is unaudited and is not adjusted for returns.
2.	Domestic unit volume includes units sold as well as promotional units and excludes volumes for Puerto Rico and U.S. Possessions.
3.	Unit volume for a quarter is not necessarily indicative of unit volume for any subsequent period.
4.	Unit volume is not necessarily indicative of the level of revenues for any period.
5.	The nine month period ended September 30, 2009 contained one less shipping day than the comparable period ended September 30, 2008.

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Lorillard, Inc. and Subsidiaries
Selected Domestic Retail Market Share Data (1)

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2009		2008		Pt Chg		2009		2008		Pt Chg
Lorillard		11.89		11.14		.75		11.71		10.98		.73
Newport		10.29		10.01		.28		10.27		9.95		.32
Total Industry Menthol		29.39		28.76		.63		29.20		28.78		.42
Newport Share of Menthol Segment		35.03		34.81		.22		35.19		34.56		.63

(1) Unaudited information based on Lorillard’s Proprietary Retail Database

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