10-K/A comparison

Altria Group (MO) 10-K/A risk factor changes: FY2019 vs FY2018

The 2019-12-31 10-K/A against the 2018-12-31 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.

All filing items47 rewritten19 added8 removed35 unchanged

Read the changes

Altria Group Form 10-K/A, every itemFY2019, filed 19 May 2020, against FY2018, filed 29 May 2019FY2019 on sec.govFY2018 on sec.govRead this filingJSON

Summary

counted, not written

Sentences by item

2 items, with every count and a link to each item that changed

Underlined words on a shaded ground are new in FY2019; struck-through words were in FY2018. Sentences that are wholly new or wholly gone are labelled rather than marked.

Cover and table of contents

37 rewritten, 15 added, 6 removed, 18 unchanged

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

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

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

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[removed: FORM 10-K/A][added: FORM 10-K/A]

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

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

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For the fiscal year ended December 31, [removed: 2018][added: 2019]

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

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

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

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

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

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| [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.) |]

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

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

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

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

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

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[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 |]

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[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 |]

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[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: |]

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[removed: |] Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files) þ Yes ¨ No [removed: |]

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

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

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

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| [added: | | | |] Emerging growth company [removed: ¨] | [added: | ☐ |]

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[removed: | If] [added: In] 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. [removed: ¨ |]

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[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 |]

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As of June 30, [removed: 2018,] [added: 2019,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $107] [added: $88] billion based on the closing sale price of the common stock as reported on the New York Stock Exchange.

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| Class | Outstanding at February [removed: 12, 2019] [added: 14, 2020] | [added: | |]

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| Common Stock, $0.33 1/3 par value | [removed: 1,874,430,847] [added: 1,858,366,804 | |] shares |

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

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

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This Amendment No. 1 to the Annual Report on Form 10-K (this “Amendment”) of Altria Group, Inc. (“Altria”) amends Altria’s Annual Report on Form 10-K for the year ended December 31, [removed: 2018,] [added: 2019,] which Altria filed with the Securities and Exchange Commission (“SEC”) on February [removed: 26, 2019] [added: 25, 2020] (the “Original Form 10-K”).

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Altria is filing this Amendment to amend Item 15 to include the consolidated financial statements of its foreign equity investee, Anheuser-Busch InBev SA/NV [removed: (“AB InBev”)] [added: (“ABI”)] as of and for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] (the [removed: “AB InBev] [added: “ABI] Financial Statements”) in accordance with Rule 3-09 of SEC Regulation S-X.

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The [removed: AB InBev] [added: ABI] Financial Statements, which were prepared by [removed: AB InBev,] [added: ABI,] were audited in accordance with the standards of the Public Company Accounting Oversight Board (United States).

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

New in FY2019

OR

New in FY2019

| | | | |

New in FY2019

| --- | --- | --- | --- |

New in FY2019

| | | | |

New in FY2019

| | | | |

New in FY2019

þ Yes ¨ No

New in FY2019

¨ Yes þ No

New in FY2019

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

New in FY2019

| | | | | | | |

New in FY2019

| --- | --- | --- | --- | --- | --- | --- |

New in FY2019

| | | | | | | |

New in FY2019

☐Yes þ No

New in FY2019

| | | | |

New in FY2019

| --- | --- | --- | --- |

New in FY2019

| | | | |

Dropped from FY2018

10-K/A 1 a2018form10-ka.htm FORM 10-K/A

Dropped from FY2018

| | |

Dropped from FY2018

| --- | --- |

Dropped from FY2018

OR

Dropped from FY2018

| |

Dropped from FY2018

| --- |

Item 15. Exhibits and Financial Statement Schedules.

10 rewritten, 4 added, 2 removed, 17 unchanged

Rewritten

(a) The [removed: AB InBev] [added: ABI] Financial Statements found on pages F-1 to [removed: F-87] [added: F-100] in Exhibit 99.4 are incorporated by reference in response to the requirements of this Item 15(a).

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| [removed: 23.1] [added: 23.2] | | | [Consent of Deloitte [removed: Bedrijfsrevisoren / Reviseurs] [added: Bedrijfsrevisoren/Réviseurs] d’Entreprises [removed: CVBA/ SCRL,] [added: CVBA/SCRL,] independent registered public accounting [removed: firm.](https://www.sec.gov/Archives/edgar/data/764180/000076418019000049/exhibit231may2019consentof.htm)] [added: firm.](https://www.sec.gov/Archives/edgar/data/764180/000076418020000055/exhibit232may2020consentof.htm)] |

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| 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 [removed: 2002.](https://www.sec.gov/Archives/edgar/data/764180/000076418019000049/exhibit313may2019.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/764180/000076418020000055/exhibit313may2020.htm)] |

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| 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 [removed: 2002.](https://www.sec.gov/Archives/edgar/data/764180/000076418019000049/exhibit314may2019.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/764180/000076418020000055/exhibit314may2020.htm).] |

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| 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 [removed: 2002.](https://www.sec.gov/Archives/edgar/data/764180/000076418019000049/exhibit323may2019.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/764180/000076418020000055/exhibit323may2020.htm)] |

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| 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 [removed: 2002.](https://www.sec.gov/Archives/edgar/data/764180/000076418019000049/exhibit324may2019.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/764180/000076418020000055/exhibit324may2020.htm)] |

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| 99.4 | | | [Anheuser-Busch InBev SA/NV consolidated financial statements as of and for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016;] [added: 2017;] and Independent Registered Public Accounting [removed: Firm’s] [added: Firms’] Reports as of and for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016.] [added: 2017.] Incorporated by reference to Anheuser-Busch InBev SA/NV’s Annual Report on Form 20-F for the year ended December 31, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/1668717/000119312519083684/d694548d20f.htm)] [added: 2019.](http://www.sec.gov/Archives/edgar/data/1668717/000119312520082866/d851882d20f.htm)] |

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[removed: SIGNATURES][added: SIGNATURES]

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| | [added: Executive] Vice [removed: Chairman] [added: President] and Chief Financial Officer) |

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Date: May [removed: 29, 2019][added: 19, 2020]

New in FY2019

| 23.1 | | | [Consent of PwC Bedrijfsrevisoren BV / Réviseurs d’Entreprises SRL, independent registered public accounting firm](https://www.sec.gov/Archives/edgar/data/764180/000076418020000055/exhibit231may2020consentof.htm) |

New in FY2019

| | | | |

New in FY2019

| By: | /s/ SALVATORE MANCUSO |

New in FY2019

| | (Salvatore Mancuso |

Dropped from FY2018

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

Dropped from FY2018

| | (William F. Gifford, Jr. |