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): November 11, 2020

________________________________________________________________________________________________________________

ALTRIA GROUP, INC.

(Exact name of registrant as specified in its charter)

______________________________________________________________________________________________________________

Virginia	1-08940	13-3260245
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6601 West Broad Street,	Richmond,	Virginia	23230
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (804) 274-2200

_______________________________________________________________________________________________________________

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

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

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, $0.33 1/3 par value	MO	New York Stock Exchange
1.000% Notes due 2023	MO23A	New York Stock Exchange
1.700% Notes due 2025	MO25	New York Stock Exchange
2.200% Notes due 2027	MO27	New York Stock Exchange
3.125% Notes due 2031	MO31	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.01.    Completion of Acquisition or Disposition of Assets.

As previously disclosed, on April 1, 2020, the U.S. Federal Trade Commission (“FTC”) issued an administrative complaint challenging Altria Group, Inc.’s (“Altria”) investment in JUUL Labs, Inc. (“JUUL”). The FTC has not sought to preliminarily enjoin Altria from converting its non-voting JUUL shares to voting shares. On November 11, 2020, Altria elected to convert its non-voting JUUL shares to voting shares, but pending the outcome of the FTC litigation, does not currently intend to exercise its additional governance rights obtained upon conversion, including the right to elect directors to JUUL’s board, or to vote its JUUL shares other than as a passive investor.

Also as previously disclosed, Altria expects to account for its investment in JUUL under the fair value option. Under this option, Altria’s consolidated statement of earnings will include any cash dividends received from its investment in JUUL and any changes in the fair value of the investment, which will be calculated quarterly. Altria intends to treat quarterly changes in the fair value of the investment as a special item and exclude those changes from its adjusted diluted earnings per share.

In connection with the foregoing, Altria issued a press release, a copy of which is attached as Exhibit 99.1 and incorporated into this Current Report on Form 8-K by reference.

Item 9.01.    Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

If and to the extent required by Item 9.01(a) of Form 8-K, Altria intends to file the financial statements of JUUL as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b) Pro forma financial information.

If and to the extent required by Item 9.01(b) of Form 8-K, Altria intends to file pro forma financial information with respect to the investment in JUUL as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(d)     Exhibits

99.1	Altria Group, Inc. Press Release, dated November 12, 2020
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ALTRIA GROUP, INC.
By:	/s/ W. HILDEBRANDT SURGNER, JR.
Name:	W. Hildebrandt Surgner, Jr.
Title:	Vice President, Corporate Secretary and
	Associate General Counsel

DATE:    November 12, 2020

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EX-99.1

Exhibit 99.1

Altria Announces Conversion of Its Non-Voting Shares in JUUL; Does Not Intend to Exercise Governance Rights Pending FTC Litigation Outcome

RICHMOND, Va (November 12, 2020) – Altria Group, Inc. (Altria) (NYSE:MO) announces today that it has elected to convert its non-voting shares in JUUL Labs, Inc. to voting shares, pursuant to its December 2018 investment in JUUL. Altria does not currently intend to exercise its additional governance rights obtained upon conversion, including the right to elect directors to JUUL’s board, or to vote its JUUL shares other than as a passive investor, pending the outcome of the U.S. Federal Trade Commission (FTC) litigation.

As previously disclosed, Altria expects to account for its investment in JUUL under the fair value option. Under this option, Altria’s consolidated statement of earnings will include any cash dividends received from its investment in JUUL as well as any changes in the fair value of the investment, which will be calculated quarterly. Altria intends to treat quarterly changes in the fair value of the investment as a special item and exclude those changes from its adjusted diluted earnings per share.

Background

In December 2018, Altria made a minority investment in JUUL. In exchange for the investment, Altria received a 35% economic interest in JUUL through non-voting shares, with their conversion to voting shares contingent on antitrust clearance (as that term is defined in the Altria/JUUL purchase agreement). Under revised agreement terms announced in January 2020, Altria can designate two representatives to JUUL’s board of directors.

In April 2020, the FTC filed an administrative complaint challenging Altria’s minority investment in JUUL. Altria believes it has a strong defense and intends to vigorously defend its investment.

Altria’s Profile

Altria’s wholly owned subsidiaries include Philip Morris USA Inc. (PM USA), U.S. Smokeless Tobacco Company LLC (USSTC), John Middleton Co. (Middleton), Ste. Michelle Wine Estates Ltd. (Ste. Michelle) and Philip Morris Capital Corporation (PMCC). Altria owns an 80% interest in Helix Innovations LLC (Helix). Altria holds equity investments in Anheuser-Busch InBev SA/NV (ABI), JUUL Labs, Inc. (JUUL) and Cronos Group Inc. (Cronos).

6601 West Broad Street, Richmond, VA 23230

The brand portfolios of Altria’s tobacco operating companies include Marlboro®, Black & Mild®, Copenhagen®, Skoal® and on!®. Ste. Michelle produces and markets premium wines sold under various labels, including Chateau Ste. Michelle®, 14 Hands® and Stag’s Leap Wine Cellars™, and it imports and markets Antinori®, Champagne Nicolas Feuillatte™ and Villa Maria Estate™ products in the United States. Trademarks and service marks related to Altria referenced in this release are the property of Altria or its subsidiaries or are used with permission.

More information about Altria is available at altria.com and on the Altria Investor app, or follow Altria on Twitter, Facebook and LinkedIn.

Altria Client Services

Investor Relations

(804) 484-8222

Altria Client Services

Media Affairs

(804) 484-8897

Source: Altria Group, Inc.

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XML

Cover Page Cover Page	Nov. 11, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 11, 2020
Entity Registrant Name	ALTRIA GROUP, INC.
Entity Incorporation, State or Country Code	VA
Entity File Number	1-08940
Entity Tax Identification Number	13-3260245
Entity Address, Address Line One	6601 West Broad Street,
Entity Address, City or Town	Richmond,
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23230
City Area Code	804
Local Phone Number	274-2200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000764180
Common Stock, $0.33 1/3 par value
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.33 1/3 par value
Trading Symbol	MO
Security Exchange Name	NYSE
1.000% Notes due 2023
Entity Information [Line Items]
Title of 12(b) Security	1.000% Notes due 2023
Trading Symbol	MO23A
Security Exchange Name	NYSE
1.700% Notes due 2025
Entity Information [Line Items]
Title of 12(b) Security	1.700% Notes due 2025
Trading Symbol	MO25
Security Exchange Name	NYSE
2.200% Notes due 2027
Entity Information [Line Items]
Title of 12(b) Security	2.200% Notes due 2027
Trading Symbol	MO27
Security Exchange Name	NYSE
3.125% Notes due 2031
Entity Information [Line Items]
Title of 12(b) Security	3.125% Notes due 2031
Trading Symbol	MO31
Security Exchange Name	NYSE