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Section 1: 8-K (FORM 8-K)

Document
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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): March 19, 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: (804274-2200
_______________________________________________________________________________________________________________
(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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 19, 2020, Altria Group, Inc. (the “Company”) announced to its employees that Howard A. Willard III, the Company’s Chairman and Chief Executive Officer, has contracted the COVID-19 virus and is taking a temporary medical leave of absence. In connection with Mr. Willard’s leave of absence, on March 19, 2020, the Company’s Board of Directors determined that William F. Gifford, Jr., the Company’s Vice Chairman and Chief Financial Officer, will assume Mr. Willard’s authority and responsibilities until he returns from his leave of absence.
Mr. Gifford, age 49, has served as the Company’s Vice Chairman and Chief Financial Officer since May 17, 2018 and has been continuously employed by the Company or its subsidiaries in various positions since 1994.
Item 7.01
Regulation FD Disclosure.
A copy of the Company’s letter to its employees announcing the matters disclosed in Item 5.02 is attached as Exhibit 99.1 and incorporated by reference in this Current Report on Form 8-K.
On March 19, 2020, the Company issued a press release announcing suspension of operations at certain of its manufacturing facilities for an anticipated two week period as a result of two additional employees contracting the COVID-19 virus. A copy of the Company’s press release is attached as Exhibit 99.2 and incorporated by reference in this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
 
 
 
 
 
 
99.1

 
 
99.2

 

 
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:    March 19, 2020

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Section 2: EX-99.1 (EMPLOYEE LETTER)

Exhibit

Exhibit 99.1


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To:         All Salaried & Hourly Employees
From:         Murray Garnick
Date:        March 19, 2020
Subject:     Important News about Howard
Dear Employees,
I’m sorry to inform you that today Howard was diagnosed as positive for COVID-19. Howard has been out of the office for several days, and we have notified those who were in close contact with Howard and asked them to self-quarantine for 14 days.
To ensure that the company is fully functioning at this critical time and to focus on his health, Howard has decided to take a temporary medical leave of absence. We fully briefed the Board of Directors this afternoon, and the directors decided that, in light of the circumstances, Billy will assume all the duties of CEO (in addition to his duties as CFO) until Howard is back on his feet. The Board respects Howard’s need to focus on recovery and expressed confidence that Billy will effectively lead the company through this challenging time.
As you know, Billy has worked alongside Howard for many years. As Vice Chairman and CFO, he knows our business inside and out. With the help of our strong and experienced Leadership Team, Billy will continue to perform the duties of his role while assuming Howard’s CEO responsibilities until Howard returns.
I know you will join me in wishing Howard and his family well.




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Section 3: EX-99.2 (ALTRIA GROUP, INC. PRESS RELEASE, DATED MARCH 19, 2020)

Exhibit

Exhibit 99.2


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Altria Announces Temporary Suspension of Operations at the Richmond Manufacturing Center

Philip Morris USA believes it has sufficient finished goods inventory for an extended period


Richmond, Va (March 19, 2020) - Altria Group, Inc. (“Altria”) (NYSE:MO) announced today that it is temporarily suspending operations at PM USA’s Manufacturing Center in Richmond, Virginia, out of an abundance of caution after learning last night that a second PM USA employee tested positive for COVID-19. The company expects the Manufacturing Center to suspend operations for the next two weeks, though PM USA will continue to monitor the evolving situation.
PM USA has actively implemented business continuity plans and believes it has sufficient finished goods cigarette inventory for approximately 2 months based on current estimated shipping volume, in addition to current wholesale and retail inventories. Separately, some Middleton domestic operations will also be suspended for two weeks due to COVID-19 related supply chain constraints. Middleton believes it has sufficient finished goods cigar inventory for approximately 3 months based on current estimated shipping volume, in addition to current wholesale and retail inventories.
“We are committed to protecting the safety and well-being of our employees, contractors, their families and the communities where we operate,” said Billy Gifford, Altria’s Vice Chairman and Chief Financial Officer. “We take the threat of COVID-19 seriously and have been actively implementing plans to minimize business disruptions and their potential impact to our employees, consumers and customers.”
During this temporary two-week suspension of plant operations, PM USA and Middleton will pay employees their regular base wages. PM USA and Middleton will evaluate providing additional pay continuation beyond that timeframe as needed.
Altria continues to follow updates from public health authorities and implementing CDC-recommended precautions including travel restrictions, remote working, and social distancing.
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).


Altria Client Services LLC
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.

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 risks that PM USA and Middleton may not be able to reopen their manufacturing facilities in the expected timeframe and may not have sufficient finished goods inventory to last during an extended suspension.

Contact:

Investor Relations, Altria Client Services
(804) 484-8222

Media Relations, Altria Client Services
(804) 484-8897        



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