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): April 1, 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 8.01. Other Events.

On April 1, 2020, the U.S. Federal Trade Commission (the “FTC”) issued an Administrative Complaint In the Matter of Altria Group, Inc. and JUUL Labs, Inc., Docket No. 9393 (the “Complaint”). The Complaint alleges that Altria Group, Inc. (“Altria”) and JUUL Labs, Inc. (“JUUL”) entered into a series of agreements, including Altria’s acquisition of a 35% interest in JUUL (the “Transaction”), that eliminated competition in violation of Section 1 of the Sherman Act, Section 5 of the Federal Trade Commission Act and Section 7 of the Clayton Act. If the FTC prevails on the Complaint, the FTC may order various forms of relief, including divestiture of Altria’s equity stake in JUUL and/or rescission of Altria’s purchase of that stake, the voiding of all agreements between Altria and JUUL related to the Transaction and a prohibition against any director or officer of either Altria or JUUL serving on the other party’s board of directors or attending meetings of its board of directors.

The FTC has not sought to preliminarily enjoin Altria from converting its non-voting JUUL shares to voting shares, and Altria is currently considering whether to do so.

On April 1, 2020, Altria issued a press release regarding the Complaint. A copy of the press release is attached as Exhibit 99.1 and incorporated into this Form 8-K by reference.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
	99.1	Altria Group, Inc. Press Release, dated April 1, 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:    April 2, 2020

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EX-99.1

Exhibit 99.1

ALTRIA TO DEFEND FTC ACTION AGAINST MINORITY

INVESTMENT IN JUUL

• FTC filed an administrative complaint challenging the investment

• Altria continues to believe that its minority investment in JUUL is lawful and does not harm competition

• Altria to vigorously defend its investment

RICHMOND, VA - Altria Group, Inc. (Altria) today announced that the U.S. Federal Trade Commission (FTC) has filed an administrative complaint challenging Altria’s minority investment in JUUL Labs, Inc. (JUUL).

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 and the seating of representatives on JUUL’s board of directors contingent on antitrust clearance.

“We believe that our investment in JUUL does not harm competition and that the FTC misunderstood the facts,” said Murray Garnick, Altria’s Executive Vice President and General Counsel. “We are disappointed with the FTC’s decision, believe we have a strong defense and will vigorously defend our 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), Sherman Group Holdings, LLC and its subsidiaries (Nat Sherman), 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).

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.

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

Forward-Looking and Cautionary Statements

This release contains projections of future results and other forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.

Important factors that may cause actual results and outcomes to differ materially from those contained in the projections and forward-looking statements included in this release are described in Altria’s publicly filed reports, including its Annual Report on Form 10-K for the year ended December 31, 2019. These factors include the following:

• the risk that the FTC’s challenge to our investment in JUUL, if successful, could result in a range of resolutions, such as modifications to the investment structure or economic terms, up to divestiture of the investment;

• the risks related to our inability to obtain antitrust clearance required for the conversion of our non-voting JUUL shares into voting shares in a timely manner or at all, including the resulting limitations on our rights with respect to our investment in JUUL, and that such clearance may be subject to unanticipated conditions;

• the risks generally related to our investment in JUUL, including our inability to realize the expected benefits of our investment in the expected time frames, or at all, due to the risks encountered by JUUL in its business, such as operational, compliance and regulatory risks at the international, federal, state and local levels, including actions by the FDA, and adverse publicity; potential disruptions to JUUL’s management or current or future plans and operations; domestic or international litigation developments, government investigations, tax disputes or otherwise; and impairment of our investment;

• the risks related to our inability to acquire a controlling interest in JUUL as a result of standstill restrictions or to control the material decisions of JUUL, restrictions on our ability to sell or otherwise transfer our shares of JUUL until December 20, 2024, and non-competition restrictions for the same time period; and

• the risks related to any decrease of our percentage ownership in JUUL, including the loss of certain of our governance, consent, preemptive and other rights.

Source: Altria Group, Inc.

Altria Client Services Altria Client Services

Investor Relations Media Relations

804-484-8222 804-484-8897

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XML

Cover Page Cover Page	Apr. 01, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Apr. 01, 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