MO 10-K Annual Report Dec. 31, 2021 | Alphaminr
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MO 10-K Fiscal year ended Dec. 31, 2021

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ALTRIA GROUP, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. [reserved]Item 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1. Background and Basis Of PresentationNote 2. Summary Of Significant Accounting PoliciesNote 3. Revenues From Contracts with CustomersNote 4. Goodwill and Other Intangible Assets, NetNote 5. Asset Impairment, Exit and Implementation CostsNote 6. Investments in Equity SecuritiesNote 7. Financial InstrumentsNote 8. Short-term Borrowings and Borrowing ArrangementsNote 9. Long-term DebtNote 10. Capital StockNote 11. Stock PlansNote 12. Earnings (losses) Per ShareNote 13. Other Comprehensive Earnings/lossesNote 14. Income TaxesNote 15. Segment ReportingNote 16. Benefit PlansNote 17. Additional InformationNote 18. ContingenciesItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

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 Form 8-K filed on December 20, 2018 (File No. 1-08940). 2.4 Amendment No. 1 to Class C-1 Common Stock Purchase Agreement, dated as of January 28, 2020, by and among JUUL Labs, Inc., Altria Group, Inc. and Altria Enterprises LLC. Incorporated by reference to Altria Group, Inc.s Current Report on Form 8-K filed on January 30, 2020 (File No. 1-08940). 2.5 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 Form 8-K filed on December 20, 2018 (File No. 1-08940). 2.6 Amendment No. 1 to Relationship Agreement, dated as of January 28, 2020, by and among JUUL Labs, Inc. and Altria Group, Inc. and Altria Enterprises LLC. Incorporated by reference to Altria Group, Inc.s Current Report on Form 8-K filed on January 30, 2020 (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 May20, 2021). Incorporated by reference to Altria Group, Inc.s Current Report on Form 8-K filed on May24, 2021(File No. 1-08940). 4.1 Description of Altria Group, Inc.s Registered Securities. 4.3 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). 4.4 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). 4.5 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). 4.6 Amendment No. 1 to the Credit Agreement, dated January 25, 2019, among Altria Group, Inc. the Lenders 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 January 31, 2019 (File No. 1-08940). 4.7 Extension and Amendment No. 2 to the Credit Agreement, effective August 18, 2021, among Altria Group, Inc., the lenders party 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 18, 2021 (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 Form 8-K filed on December 18, 2012 (File No. 1-08940). 10.12 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). 10.13 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). 10.14 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).* 10.15 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).* 10.16 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).* 10.17 Amendment to Benefit Equalization Plan, effective January 1, 2019. Incorporated by reference to Altria Group, Inc.s Annual Report on Form 10-K for year ended December 31, 2018 (File No. 1-08940).* 10.19 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).* 10.20 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).* 10.21 2015 Stock Compensation Plan for Non-Employee Directors, as amended and restated effective March 31, 2021. Incorporated by reference to Altria Group, Inc.s Quarterly Report on Form 10-Q for the period ended March 31, 2021 (File No. 1-08940).* 10.24 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). 10.25 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).* 10.26 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).* 10.27 Form of Restricted Stock Unit Agreement, dated as of February 26, 2019. Incorporated by reference to Altria Group, Inc.s Quarterly Report on Form 10-Q for the period ended March 31, 2019 (File No. 1-08940).* 10.28 Form of Performance Stock Unit Agreement, dated as of February 26, 2019.Incorporated by reference to Altria Group, Inc.s Quarterly Report on Form 10-Q for the period ended March 31, 2019 (File No. 1-08940).* 10.29 Form of Restricted Stock Unit Agreement (2020). Incorporated by reference to Altria Group, Inc.s Quarterly Report on Form 10-Q for the period ended March 31, 2020 (File No. 1-08940).* 10.30 Form of Performance Stock Unit Agreement (2020). Incorporated by reference to Altria Group, Inc.s Quarterly Report on Form 10-Q for the period ended March 31, 2020 (File No. 1-08940).* 10.31 Form of Restricted Stock Unit Agreement (2021). Incorporated by reference to Altria Group, Inc.s Quarterly Report on Form 10-Q for the period ended March 31, 2021 (File No. 1-08940).* 10.32 Form of Performance Stock Unit Agreement (2021). Incorporated by reference to Altria Group, Inc.s Quarterly Report on Form 10-Q for the period ended March 31, 2021 (File No. 1-08940).* 10.33 Form of Executive Confidentiality and Non-Competition Agreement (October 2018). Incorporated by reference to Altria Group, Inc.s Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 1-08940).* 10.34 Form of Confidentiality and Non-Competition Agreement (February 2019). Incorporated by reference to Altria Group, Inc.s Quarterly Report on Form 10-Q for the period ended March 31, 2019 (File No. 1-08940).* 10.35 Form of Letter Regarding Reimbursement of Legal Expenses. Incorporated by reference to Altria Group, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 1-08940).* 10.36 Time Sharing Agreement between Altria Client Services LLC and William F. Gifford, Jr., dated June 17, 2020. Incorporated by reference to Altria Group, Inc.s Quarterly Report on Form 10-Q for the period ended June 30, 2020 (File No. 1-08940).* 10.37 Form of Agreement and General Release (September 2019). Incorporated by reference to Altria Group, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 1-08940).* 21 Subsidiaries of Altria Group, Inc. 22 Guarantor Subsidiary of the Registrant. Incorporated by reference to Altria Group, Inc.s Quarterly Report on Form 10-Q for the period ended June 30, 2020 (File No. 1-08940). 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.