MO 10-K Annual Report Dec. 31, 2018 | Alphaminr
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MO 10-K Fiscal year ended Dec. 31, 2018

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ALTRIA GROUP, INC.
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TABLE OF CONTENTS
Part IprintItem 1. BusinessprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety Disclosures.not ApplicableprintItem 4. Mine Safety DisclosuresprintPart IIprintItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 6. Selected Financial DataprintItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintNote 1. Background and Basis Of PresentationprintNote 2. Summary Of Significant Accounting PoliciesprintNote 3. Revenues From Contracts with CustomersprintNote 4. Goodwill and Other Intangible Assets, NetprintNote 5. Asset Impairment, Exit and Implementation CostsprintNote 6. InventoriesprintNote 7. Investment in Ab Inbev/sabmillerprintNote 8. Investment in JuulprintNote 9. Short-term Borrowings and Borrowing ArrangementsprintNote 10. Long-term DebtprintNote 11. Capital StockprintNote 12. Stock PlansprintNote 13. Earnings Per ShareprintNote 14. Other Comprehensive Earnings/lossesprintNote 15. Income TaxesprintNote 16. Segment ReportingprintNote 17. Benefit PlansprintNote 18. Additional InformationprintNote 19. ContingenciesprintNote 20. Condensed Consolidating Financial InformationprintNote 21. Quarterly Financial Data (unaudited)printItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships and Related Transactions, and Director IndependenceprintItem 14. Principal Accounting Fees and ServicesprintPart IVprintItem 15. Exhibits and Financial Statement SchedulesprintItem 16. Form 10-k Summary.noneprintItem 16. Form 10-k Summaryprint

Exhibits

2.1 Distribution Agreement by and between Altria Group, Inc. and Kraft Foods Inc. (now known as Mondelz International, Inc.), dated as of January 31, 2007. Incorporated by reference to Altria Group, Inc.s Current Report on Form 8-K filed on January 31, 2007 (File No. 1-08940). 2.2 Distribution Agreement by and between Altria Group, Inc. and Philip Morris International Inc., dated as of January 30, 2008. Incorporated by reference to Altria Group, Inc.s Current Report on Form 8-K filed on January 30, 2008 (File No. 1-08940). 2.3 Class C-1 Common Stock Purchase Agreement, dated as of December 20, 2018, by and among JUUL Labs, Inc., Altria Group, Inc. and Altria Enterprises LLC. Incorporated by reference to Altria Group, Inc.s Current Report on From 8-K filed on December 20, 2018 (File No. 1-08940). 2.4 Relationship Agreement, dated as of December 20, 2018, by and among JUUL Labs, Inc., Altria Group, Inc. and Altria Enterprises LLC. Incorporated by reference to Altria Group, Inc.s Current Report on From 8-K filed on December 20, 2018 (File No. 1-08940). 3.1 Articles of Amendment to the Restated Articles of Incorporation of Altria Group, Inc. and Restated Articles of Incorporation of Altria Group, Inc. Incorporated by reference to Altria Group, Inc.s Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 1-08940). 3.2 Amended and Restated By-Laws of Altria Group, Inc., effective as of May 17, 2018. Incorporated by reference to Altria Group, Inc.s Current Report on Form 8-K filed on February 1, 2018 (File No. 1-08940). 4.2 First Supplemental Indenture to Indenture, dated as of December 2, 1996, between Altria Group, Inc. and The Bank of New York (as successor in interest to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank), as Trustee, dated as of February 13, 2008. Incorporated by reference to Altria Group, Inc.s Current Report on Form 8-K filed on February 15, 2008 (File No. 1-08940). 4.3 Indenture among Altria Group, Inc., as Issuer, Philip Morris USA Inc., as Guarantor, and Deutsche Bank Trust Company Americas, as Trustee, dated as of November 4, 2008. Incorporated by reference to Altria Group, Inc.s Registration Statement on Form S-3 filed on November 4, 2008 (No. 333-155009). 4.4 Amended and Restated 5-Year Revolving Credit Agreement, dated as of August 19, 2013, among Altria Group, Inc. and the Initial Lenders named therein and JPMorgan Chase Bank, N.A. and Citibank, N.A., as Administrative Agents. Incorporated by reference to Altria Group, Inc.s Current Report on Form 8-K filed on August 23, 2013 (File No. 1-08940). 4.5 Extension Agreement, effective August 19, 2014, among Altria Group, Inc. and the lenders thereto and JPMorgan Chase Bank, N.A. and Citibank, N.A., as Administrative Agents. Incorporated by reference to Altria Group, Inc.s Current Report on Form 8-K filed on August 21, 2014 (File No. 1-08940). 4.6 Extension Agreement, effective August 19, 2015, among Altria Group, Inc. and the lenders thereto and JPMorgan Chase Bank, N.A. and Citibank, N.A., as Administrative Agents. Incorporated by reference to Altria Group, Inc.s Current Report on Form 8-K filed on August 21, 2015 (File No. 1-08940). 4.7 5-Year Revolving Credit Agreement, dated as of August 1, 2018, among Altria Group, Inc., the lenders named therein and JPMorgan Chase Bank, N.A. and Citibank, N.A., as administrative agents. Incorporated by reference to Altria Group, Inc.s Current Report on Form 8-K filed on August 1, 2018 (File No. 1-08940). 4.8 Term Loan Agreement, dated as of December 20, 2018, among Altria Group, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. Incorporated by reference to Altria Group, Inc.s Current Report on From 8-K filed on December 20, 2018 (File No. 1-08940). 10.11 Term Sheet effective December 17, 2012, between Philip Morris USA, Inc., the other participating manufacturers, and various states and territories for settlement of the 2003 - 2012 Non-Participating Manufacturer Adjustment with those states. Incorporated by reference to Altria Group, Inc.s Current Report on From 8-K filed on December 18, 2012 (File No. 1-08940). 10.12 Employee Matters Agreement by and between Altria Group, Inc. and Kraft Foods Inc. (now known as Mondelz International, Inc.), dated as of March 30, 2007. Incorporated by reference to Altria Group, Inc.s Current Report on Form 8-K filed on March 30, 2007 (File No. 1-08940). 10.13 Intellectual Property Agreement by and between Philip Morris International Inc. and PM USA, dated as of January 1, 2008. Incorporated by reference to Altria Group, Inc.s Current Report on Form 8-K filed on March 28, 2008 (File No. 1-08940). 10.14 Employee Matters Agreement by and between Altria Group, Inc. and Philip Morris International Inc., dated as of March 28, 2008. Incorporated by reference to Altria Group, Inc.s Current Report on Form 8-K filed on March 28, 2008 (File No. 1-08940). 10.15 Guarantee made by Philip Morris USA Inc. in favor of the lenders party to the 5-Year Revolving Credit Agreement, dated as of June 30, 2011, among Altria Group, Inc., the lenders named therein, and JPMorgan Chase Bank, N.A. and Citibank, N.A., as Administrative Agents, dated as of June 30, 2011. Incorporated by reference to Altria Group, Inc.s Current Report on Form 8-K filed on June 30, 2011 (File No. 1-08940). 10.16 Guarantee made by Philip Morris USA Inc. in favor of the lenders party to the 5-Year Revolving Credit Agreement, dated as of August 1, 2018, among Altria Group, Inc., the lenders named therein and JPMorgan Chase Bank, N.A. and Citibank, N.A., as administrative agents, dated as of August 1, 2018. Incorporated by reference to Altria Group, Inc.s Current Report on Form 8-K filed on August 1, 2018 (File No. 1-08940) 10.17 Guarantee Agreement, dated as of December 20, 2018, by Philip Morris USA Inc. in favor of the lenders party to the Term Loan Agreement. Incorporated by reference to Altria Group, Inc.s Current Report on From 8-K filed on December 20, 2018 (File No. 1-08940). 10.18 Benefit Equalization Plan, effective September 2, 1974, as amended. Incorporated by reference to Altria Group, Inc.s Annual Report on Form 10-K for the year ended December 31, 2014 (File No. 1-08940).* 10.19 Amendment to Benefit Equalization Plan, effective March 31, 2016. Incorporated by reference to Altria Group, Inc.s Quarterly Report on Form 10-Q for the period ended March 31, 2016 (File No. 1-08940).* 10.20 Amendment to Benefit Equalization Plan, effective January 1, 2016 and October 1, 2016. Incorporated by reference to Altria Group, Inc.s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 1-08940).* 10.21 Amendment to Benefit Equalization Plan, effective January 1, 2019.* 10.23 Form of Supplemental Employee Grantor Trust Enrollment Agreement. Incorporated by reference to Altria Group, Inc.s Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 1-08940).* 10.24 Grantor Trust Agreement by and between Altria Client Services Inc. and Wells Fargo Bank, National Association, dated February 23, 2011. Incorporated by reference to Altria Group, Inc.s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 1-08940).* 10.25 Long-Term Disability Benefit Equalization Plan, effective as of January 1, 1989, as amended. Incorporated by reference to Altria Group, Inc.s Quarterly Report on Form 10-Q for the period ended June 30, 2009 (File No. 1-08940).* 10.26 Deferred Fee Plan for Non-Employee Directors, as amended and restated effective October 28, 2015. Incorporated by reference to Altria Group, Inc.s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 1-08940).* 10.27 2015 Stock Compensation Plan for Non-Employee Directors, as amended and restated effective October 28, 2015. Incorporated by reference to Altria Group, Inc.s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 1-08940).* 10.30 Form of Indemnity Agreement. Incorporated by reference to Altria Group, Inc.s Current Report on Form 8-K filed on October 30, 2006 (File No. 1-08940). 10.31 Form of Restricted Stock Unit Agreement, dated as of January 28, 2015. Incorporated by reference to Altria Group, Inc.s Current Report on Form 8-K filed on January 30, 2015 (File No. 1-08940).* 10.32 Form of Restricted Stock Unit Agreement, dated as of January 26, 2016. Incorporated by reference to Altria Group, Inc.s Current Report on Form 8-K filed on January 28, 2016 (File No. 1-08940).* 10.33 Form of Restricted Stock Unit Agreement, dated as of January 30, 2017. Incorporated by reference to Altria Group, Inc.s Quarterly Report on Form 10-Q for the period ended March 31, 2017 (File No. 1-08940).* 10.34 Form of Performance Stock Unit Agreement, dated as of January 30, 2017. Incorporated by reference to Altria Group, Inc.s Quarterly Report on Form 10-Q for the period ended March 31, 2017 (File No. 1-08940).* 10.35 Form of Restricted Stock Unit Agreement, dated as of January 30, 2018. Incorporated by reference to Altria Group, Inc.s Quarterly Report on Form 10-Q for the period ended March 31, 2018 (File No. 1-08940).* 10.36 Form of Performance Stock Unit Agreement, dated as of January 30, 2018. Incorporated by reference to Altria Group, Inc.s Quarterly Report on Form 10-Q for the period ended March 31, 2018 (File No. 1-08940).* 10.37 Form of Restricted Stock Unit Agreement, dated as of May 17, 2018. Incorporated by reference to Altria Group, Inc.s Current Report on Form 8-K filed on May 17, 2018 (File No. 1-08940).* 10.38 Form of Performance Stock Unit Agreement, dated as of May 17, 2018. Incorporated by reference to Altria Group, Inc.s Current Report on Form 8-K filed on May 17, 2018 (File No. 1-08940).* 10.39 Form of Executive Confidentiality and Non-Competition Agreement (January 2011). Incorporated by reference to Altria Group, Inc.s Current Report on Form 8-K filed on January 27, 2011 (File No. 1-08940).* 10.40 Form of Executive Confidentiality and Non-Competition Agreement (October 2018).* 10.41 Time Sharing Agreement between Altria Client Services LLC and Howard A. Willard, dated May 17, 2018. Incorporated by reference to Altria Group, Inc.s Quarterly Report on Form 10-Q for the period ended June 30, 2018. (File No. 1-08940).* 10.42 Time Sharing Agreement between Altria Client Services LLC and Martin J. Barrington, dated as of November 19, 2015. Incorporated by reference to Altria Group, Inc.s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 1-08940).* 10.43 Time Sharing Termination Letter from Altria Client Services LLC to Martin J. Barrington, dated May 17, 2018. Incorporated by reference to Altria Group, Inc.s Quarterly Report on Form 10-Q for the period ended June 30, 2018. (File No. 1-08940).* 10.44 Agreement and General Release between Altria Group, Inc. and Martin J. Barrington, dated May 17, 2018. Incorporated by reference to Altria Group, Inc.s Quarterly Report on Form 10-Q for the period ended June 30, 2018 (File No. 1-08940).* 10.45 Agreement and General Release between Altria Group, Inc. and James E. Dillard, dated June 1, 2018.* 21 Subsidiaries of Altria Group, Inc. 23 Consent of independent registered public accounting firm. 24 Powers of attorney. 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.1 Certain Litigation Matters. 99.2 Trial Schedule for Certain Cases.