Altria Group (MO) 10-K/A risk factor changes: FY2014 vs FY2013

[removed: 10-K/A 1 a2013form10ka.htm FORM 10-K/A][added: FORM 10-K/A]

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: Amendment] [added: Amendment] No. [removed: 1][added: 1]

| x | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the fiscal year ended December 31, [removed: 2013][added: 2014]

| ¨ | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the transition period from [removed: to][added: to]

[removed: Commission] [added: Commission] File Number [removed: 1-08940][added: 1-08940]

[removed: ALTRIA] [added: ALTRIA] GROUP, [removed: INC.][added: INC.]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: Virginia] [added: Virginia] | [removed: 13-3260245] | [added: 13-3260245 |]

| [removed: (State] [added: (State] or other jurisdiction [removed: of incorporation] [added: of incorporation] or [removed: organization)] [added: organization)] | [removed: (I.R.S. Employer Identification No.)] | [added: (I.R.S. Employer Identification No.) |]

| [removed: 6601] [added: 6601] West Broad Street, Richmond, [removed: Virginia] [added: Virginia] | [removed: 23230] | [added: 23230 |]

| [removed: (Address] [added: (Address] of principal executive [removed: offices)] [added: offices)] | [removed: (Zip Code)] | [added: (Zip Code) |]

[removed: 804-274-2200][added: 804-274-2200]

[removed: (Registrant’s] [added: (Registrant’s] telephone number, including area [removed: code)][added: code)]

| Title of each class | [added: |] Name of each exchange on which registered |

| Common Stock, $0.33 [removed: 1/3] [added: 1⁄3] par value | [added: |] New York Stock Exchange |

[removed: |] Securities registered pursuant to Section 12(g) of the Act: None [removed: |]

[removed: |] Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [removed: þ Yes ¨ No |]

[removed: |] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [removed: ¨ Yes þ No |]

[removed: |] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days þ Yes ¨ No [removed: |]

[removed: |] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) þ Yes ¨ No [removed: |]

[removed: |] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [removed: þ |][added: ¨]

[removed: | Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.] See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. [removed: |]

| Large accelerated filer [added: | |] þ [added: | |] Accelerated filer [added: | |] ¨ |

| Non-accelerated filer [added: | |] ¨ (Do not check if smaller reporting company) [added: | |] Smaller operating company [added: | |] ¨ |

[removed: |] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [removed: ¨Yes þ No |]

As of June 30, [removed: 2013,] [added: 2014,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $70] [added: $83] billion based on the closing sale price of the common stock as reported on the New York Stock Exchange.

| Class | [added: |] Outstanding at February [removed: 14, 2014] [added: 13, 2015] |

| Common Stock, $0.33 [removed: 1/3] [added: 1⁄3] par value | [removed: 1,992,853,529] [added: | 1,969,316,914] shares |

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

[removed: |] None [removed: |]

[removed: EXPLANATORY NOTE][added: EXPLANATORY NOTE]

This Amendment No. 1 to the Annual Report on Form 10-K of Altria Group, Inc. (the “Amendment”) amends [removed: the] [added: Altria Group, Inc.’s] Annual Report on Form 10-K [removed: filed by Altria Group, Inc.] for the year ended December 31, [removed: 2013,] [added: 2014,] which [removed: was] [added: Altria Group, Inc.] filed with the Securities and Exchange Commission (“SEC”) on February [removed: 26, 2014] [added: 25, 2015] (the “Original Form 10-K”).

Altria Group, Inc. is filing the Amendment to amend Item 15 to include the consolidated financial statements of its foreign equity investee, SABMiller plc (“SABMiller”), as of and for the years ended March 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012] [added: 2013] (the “SABMiller Financial Statements”), as required by Rule 3-09 of SEC Regulation S-X (“Rule 3-09”).

Except as otherwise expressly [removed: noted herein,] [added: noted,] the Amendment does not modify or update in any way (i) the consolidated financial position, the results of operations or cash flows of Altria Group, Inc., or (ii) the disclosures in or exhibits to the Original Form 10-K; nor does it reflect events occurring after the filing of the Original Form 10-K.

[removed: Part IV][added: Part IV]

10-K/A 1 d925228d10ka.htm FORM 10-K/A AMENDMENT NO. 1

OR

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þ Yes ¨ No

¨ Yes þ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

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¨ Yes þ No

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FORM 10-K/A

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OR

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(a) The SABMiller Financial Statements included in Exhibit 99.4 [removed: hereto] are incorporated by reference [removed: herein] in response to the requirements of this Item 15(a).

| [removed: |] 23.1 | | Consent of Independent [removed: Accountants] [added: Accountants.] |

| [removed: |] 31.3 | | 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. |

| [removed: |] 31.4 | | 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. |

| [removed: |] 32.3 | | 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. |

| [removed: |] 32.4 | | 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. |

| [removed: |] 99.4 | | SABMiller plc consolidated financial statements as of and for the years ended March 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012;] [added: 2013;] and Independent Accountant’s Report as of and for the year ended March 31, 2013. |

[removed: SIGNATURES][added: SIGNATURES]

[removed: Pursuant] [added: Pursuant] to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly [removed: authorized.][added: authorized.]

| [removed: |] ALTRIA GROUP, INC. | | [added: |]

| | | [removed: (Howard A. Willard III] Executive Vice President and Chief Financial Officer) |

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| By: | | /s/ WILLIAM F. GIFFORD, JR. |

| | | (William F. Gifford, Jr. |

Date: July 1, 2015

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| | By: | /s/ HOWARD A. WILLARD III |

Date: August 4, 2014