UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM 11-K
_________________________
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
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For the fiscal year ended December 31, 2021 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
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For the transition period from
to
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Commission file number 1-08940 |
_________________________
Deferred Profit-Sharing Plan for Hourly Employees
(Full title of the plan)
ALTRIA GROUP, INC.
6601 West Broad Street
Richmond, Virginia 23230
(Name of issuer of the securities held pursuant to the
plan
and address of its principal executive office.)
DEFERRED PROFIT-SHARING PLAN FOR HOURLY EMPLOYEES
ANNUAL REPORT ON FORM 11-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021
TABLE OF CONTENTS
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Page No. |
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Financial Statements |
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Supplemental Schedule* |
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Exhibit |
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* Other schedules required by 29 CFR 2520.103-10 of the Department
of Labor’s Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974, as amended,
are omitted because they are not applicable.
Report of Independent Registered Public Accounting
Firm
To
the Administrator and Plan Participants of
the Deferred Profit-Sharing Plan for Hourly Employees
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available
for benefits of the Deferred Profit-Sharing Plan for Hourly
Employees
(the “Plan”) as of December 31, 2021
and 2020 and the related statement of changes in net assets
available for benefits for the year ended December 31, 2021,
including the related notes (collectively referred to as the
“financial statements”). In our opinion, the financial statements
present fairly, in all material respects, the net assets available
for benefits of the Plan as of
December 31, 2021
and 2020, and the changes in net assets available for benefits for
the year ended December 31, 2021 in conformity with accounting
principles generally accepted in the United States of
America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s
management. Our responsibility is to express an opinion on the
Plan’s financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be
independent with respect to the Plan in accordance with the U.S.
federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance
with the standards of the PCAOB. Those standards require that we
plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement,
whether due to error or fraud.
Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis
for our opinion.
Supplemental Information
The supplemental Schedule H - Line 4i - Schedule of Assets (Held at
End of Year) as of December 31, 2021 has been subjected to audit
procedures performed in conjunction with the audit of the Plan’s
financial statements. The supplemental schedule is the
responsibility of the Plan’s management. Our audit procedures
included determining whether the supplemental schedule reconciles
to the financial statements or the underlying accounting and other
records, as applicable, and performing procedures to test the
completeness and accuracy of the information presented in the
supplemental schedule. In forming our opinion on the supplemental
schedule, we evaluated whether the supplemental schedule, including
its form and content, is presented in conformity with the
Department of Labor’s Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974.
In our opinion, the supplemental schedule is fairly stated, in all
material respects, in relation to the financial statements as a
whole.
/s/ PricewaterhouseCoopers LLP
Richmond, Virginia
June 3, 2022
We have served as the Plan’s auditor since at least 1994. We have
not been able to determine the specific year we began serving as
auditor of the Plan.
DEFERRED PROFIT-SHARING PLAN FOR HOURLY EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(in thousands of dollars)
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At December 31, |
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2021 |
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2020 |
Investments at fair value: |
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Plan’s interest in Master Trust A |
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$ |
311,277 |
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$ |
277,196 |
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Plan’s interest in Master Trust B |
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474,713 |
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432,797 |
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Investments at fair value |
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785,990 |
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709,993 |
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Investments at contract value: |
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Plan’s interest in Master Trust A for fully-benefit responsive
investment contracts |
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176,286 |
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176,547 |
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Total investments |
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962,276 |
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886,540 |
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Receivables: |
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Employer’s contribution |
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16,315 |
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17,876 |
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Participants’ contributions |
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240 |
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323 |
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Notes receivable from participants |
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16,454 |
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16,110 |
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Total receivables |
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33,009 |
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34,309 |
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Net assets available for benefits |
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$ |
995,285 |
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$ |
920,849 |
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The accompanying notes are an integral part of these financial
statements.
DEFERRED PROFIT-SHARING PLAN FOR HOURLY EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS
(in thousands of dollars)
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For the year ended December 31, |
2021 |
Additions to net assets attributed to: |
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Investment income |
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Plan’s interest in investment income from Master Trust
A |
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46,766 |
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Plan’s interest in investment income from Master Trust
B |
99,658 |
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Total investment income |
146,424 |
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Interest income on notes receivable from participants |
868 |
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Contributions to the Plan: |
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By employer |
22,898 |
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By participants |
20,110 |
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Total contributions |
43,008 |
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Total additions |
190,300 |
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Deductions from net assets attributed to: |
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Withdrawals and distributions |
(114,573) |
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Total deductions |
(114,573) |
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Net increase prior to transfers |
75,727 |
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Transfer to the Salaried Plan |
(1,299) |
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Transfer from the Salaried Plan |
8 |
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Net increase |
74,436 |
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Net assets available for benefits: |
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Beginning of year |
920,849 |
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End of year |
$ |
995,285 |
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The accompanying notes are an integral part of these financial
statements.
DEFERRED PROFIT-SHARING PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
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1. |
Description of the Plan |
The following description of the Deferred Profit-Sharing Plan for
Hourly Employees (the “Plan”) provides only general information.
Participants should refer to the Summary Plan Description or the
Plan document for a more complete description of the Plan’s
provisions.
General
The Plan is a defined contribution plan maintained for the benefit
of eligible hourly-paid employees, as discussed below in
Plan Participation,
of Philip Morris USA Inc. (“PM USA”), U.S. Smokeless Tobacco
Company LLC (“USSTC”) and John Middleton Co. (“Middleton”)
(individually, a “Participating Company”; collectively, the
“Participating Companies”), all of which are subsidiaries of Altria
Group, Inc. (“Altria”). The Plan is designed to provide eligible
hourly-paid employees with company contributions, the opportunity
for employees to make contributions on a before-tax and/or
after-tax basis, company match contributions on employee
contributions, and tax-advantaged investment of the Plan accounts,
including a Roth contribution feature. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”).
Ste. Michelle Wine Estates Ltd. and its subsidiaries (“SMWE”)
ceased participating in the Plan on October 1, 2021 as a result of
the sale of International Wine and Spirits Ltd. and its
subsidiaries, including SMWE, by UST LLC, a subsidiary of Altria
(“Sale of SMWE”). Employees of SMWE will be treated in the same
manner as other former employees, and permitted to receive a
distribution from the Plan.
In December 2019, an outbreak of a novel strain of coronavirus
(“COVID-19”) emerged globally. COVID-19 continues to impact the
financial markets. The ongoing extent of the impact of COVID-19,
will depend on future market conditions, including the duration and
continued spread of the outbreak.
Plan Administration
The administration of the Plan has generally been delegated to the
Administrator (as defined in the Plan). The Altria Group Benefits
Investment Committee (the “Investment Committee”) is the named
fiduciary responsible for the operation and management of the
investment options in the Plan, other than the investment options
(the “Altria Stock Investment Option”, the “Mondelēz Stock
Investment Option”, the “PMI Stock Investment Option” and the
“Kraft Heinz Stock Investment Option”; collectively, the “Common
Stock Investment Options”) invested exclusively in the common stock
of Altria (“Altria Stock”), the Class A common stock of
Mondelēz International, Inc. (“Mondelēz Stock”), the common stock
of Philip Morris International Inc. (“PMI Stock”) and the common
stock of The Kraft Heinz Company (“Kraft Heinz Stock”),
respectively (collectively, the “Common Stocks”). Fiduciary
Counselors Inc. (“Fiduciary Counselors”) is the named fiduciary
with respect to the management of the investment of the Common
Stock Investment Options. The Administrator, the Investment
Committee and Fiduciary Counselors are hereinafter collectively
referred to as the “Fiduciaries”.
Plan Participation
Eligibility for benefits under the Plan depends on an employee’s
Participating Company affiliation and eligibility to participate in
a company-sponsored pension plan, as follows:
•“Richmond
Hourly Participants”
◦Union-represented
employees of PM USA who participate in a company-sponsored pension
plan are eligible to make employee contributions and to receive a
company contribution and company match contributions;
◦Union-represented
employees of PM USA and union-represented employees of USSTC and
Middleton who are employed at a Richmond manufacturing facility and
who do not participate in a company-sponsored pension plan are
eligible to make employee contributions and to receive a company
contribution, a supplemental company contribution and company match
contributions;
•Union-represented
employees of USSTC who are employed at the Nashville manufacturing
facility are eligible to make employee contributions and to receive
company match contributions;
DEFERRED PROFIT-SHARING PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
•Hourly
employees of Middleton employed at the King of Prussia
manufacturing facility who are not covered by a collective
bargaining agreement are eligible to make employee contributions
and to receive company match contributions; and
•Prior
to the Sale of SMWE, union-represented non-agricultural employees
of SMWE were eligible to make employee contributions and to receive
company match contributions.
Employee Contributions
Each eligible employee may make before-tax, Roth after-tax, and
traditional after-tax contributions to the Plan as soon as
administratively feasible after a participant’s date of
hire.
No contribution is required from any participant under the Plan.
However, employees hired or rehired after a date specific to their
employee group are automatically enrolled in the Plan to make
before-tax contributions of three percent (3%) of their eligible
compensation beginning with the first payroll period after the
completion of 90 days of service. Employees who are automatically
enrolled can elect not to make contributions or to contribute a
different percentage of their eligible compensation.
Any employees enrolled after October 2, 2017 also have their
before-tax contributions automatically increased by one percent
(1%) each March 1, subject to Internal Revenue Service (“IRS”)
limits. Employees can opt out of this automatic increase program at
any time.
The Internal Revenue Code of 1986, as amended (the “Code”), imposes
a dollar limitation on the combined amount of before-tax and Roth
after-tax contributions for a calendar year. A participant’s
combined before-tax and Roth after-tax contributions were limited
to $19,500 in 2021 and 2020. Additionally, the Plan limited the
participant’s combined before-tax, Roth after-tax, and traditional
after-tax contributions to thirty-five percent (35%) of eligible
compensation, excluding catch-up contributions.
Participants who are age 50 or older by the end of a Plan year are
eligible to make before-tax and/or Roth after-tax
catch-up contributions up to the limit prescribed in the Code. For
2021 and 2020, the catch-up contribution was limited to
$6,500.
The aggregate contributions actually made by participants may not
cause the Plan to violate limitations on such contributions set
forth in the Code.
Employer Contributions
Contributions by Participating Companies may consist of a company
contribution, a supplemental company contribution and/or company
match contributions as discussed below.
Contributions for highly compensated employees are subject to
limitations imposed by the Code.
Company contribution
– Richmond Hourly Participants, who do not participate in a company
sponsored pension plan and have completed twelve months of service,
and Richmond Hourly Participants, who do participate in a company
sponsored pension plan and who have completed twenty-four months of
service, are eligible to receive a company contribution. In
general, the formula to compute the company contribution is as
follows:
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Target adjusted diluted EPS growth rate * |
If Altria’s actual adjusted diluted EPS growth rate is: |
Under the
target range
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Within the
target range
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Above the
target range
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Then the company contribution (expressed as a percentage of each
eligible participant’s compensation) is: |
8% |
10% |
12% |
* Target adjusted diluted earnings per share (“EPS”) growth rate,
as defined in the Plan, is announced by Altria, generally in late
January of each year.
Under certain circumstances, the Chief Executive Officer of Altria
has the discretion to consider other financial performance metrics
in determining the company contribution.
DEFERRED PROFIT-SHARING PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
Supplemental company contribution
– A supplemental company contribution equal to five percent (5%) of
each eligible participant’s compensation is made on behalf of
Richmond Hourly Participants who are eligible for a company
contribution and who do not participate in a company-sponsored
pension plan, subject to the limitations below.
Limit on company and supplemental company contribution
– The aggregate company and supplemental company contribution to
the Plan cannot exceed three percent (3%) of Altria’s Consolidated
Earnings, as defined in the Plan document, allocated between the
Plan and the Deferred Profit-Sharing Plan for Salaried Employees
(the “Salaried Plan”) proportionally based on the aggregate
compensation of eligible participants in each plan.
Company match contributions
– Participants who make before-tax, Roth after-tax, and/or
traditional after-tax contributions for a payroll period will
receive company match contributions, as follows:
•Richmond
Hourly Participants who do not participate in a company-sponsored
pension plan - dollar for dollar, up to the first three percent
(3%) of eligible compensation that is contributed for payroll
periods following the completion of 90 days of
service;
•Richmond
Hourly Participants who participate in a company-sponsored pension
plan - dollar for dollar, up to the first five percent (5%) of
eligible compensation that is contributed for a payroll
period;
•USSTC
participants who are employed at the Nashville manufacturing
facility - dollar for dollar, up to the first six percent (6%) of
eligible compensation that is contributed for payroll periods
following the completion of one year of service;
•non-union
hourly employees at the Middleton King of Prussia manufacturing
facility who are not represented by a collective bargaining
agreement - dollar for dollar, up to the first three percent (3%)
of eligible compensation that is contributed for payroll periods
following the completion of 90 days of service; and
•prior
to the Sale of SMWE, SMWE participants - fifty percent (50%) for
each dollar, up to the first six percent (6%) of eligible
compensation that was contributed for payroll periods following the
completion of one year of service.
Eligible Plan participants are generally eligible for company and
supplemental company contributions, as well as a true-up matching
contribution for a particular year (other than SMWE participants)
if they are employed by one of the Participating Companies on the
last business day of the calendar year (the “Last Day Rule”). This
requirement to be employed on the last business day of the year is
waived if participants leave employment due to retirement (as
defined in the Plan), death or disability. Company contributions
are based on compensation through the participant’s departure
date.
Participant Accounts
Each participant’s Plan accounts are adjusted by any employee and
employer contributions, as well as the allocated share of the
investment activities and administrative expenses for each
investment option held.
Vesting
Participants are fully vested at all times in their Plan account
balances.
Investment Options
Participants can direct all contributions among ten investment
options and may change their investment elections at any time,
subject to excessive trading policy restrictions and short-term
redemption fees that may be applicable to certain of the investment
options and other applicable laws. If a participant has not
provided an investment election, any contributions are invested in
the Balanced Fund Investment Option, for which the underlying
investment is a collective investment fund.
The Mondelēz Stock Investment Option, the PMI Stock Investment
Option and the Kraft Heinz Stock Investment Option (individually
and collectively, the “Non-Altria Stock Investment Option”) are
“closed” to further investments so that participants are not
permitted to purchase shares of Mondelēz Stock, PMI Stock and Kraft
Heinz Stock (individually and collectively, “Non-Altria Stock”) in
the Plan or to perform an exchange into a Non-Altria Stock
Investment Option from any other investment option.
DEFERRED PROFIT-SHARING PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
Employee Stock Ownership Plan
The employee stock ownership plan (“ESOP”) portion of the Plan
permits each participant who invests in the Altria Stock Investment
Option to elect, no later than the business day immediately
preceding an ex-dividend date with respect to a cash dividend
payable on shares of Altria Stock, to have the dividend paid to
them in cash and treated as a taxable distribution from the Plan,
or have the dividend reinvested in additional shares of Altria
Stock. Altria Stock dividends paid in cash directly to participants
for the year ended December 31, 2021 were approximately $17
million. Altria Stock dividends payable in cash directly to
participants at December 31, 2021 and 2020 were each approximately
$4 million.
Any cash dividends paid on Non-Altria Stock held in a Non-Altria
Stock Investment Option cannot be reinvested in Non-Altria Stock,
but instead will be invested according to the participant’s current
investment elections. If the participant has not provided an
investment election, cash dividends are invested in the Balanced
Fund Investment Option. The participant does not have the right to
elect to have dividends for Non-Altria Stock paid to them in
cash.
Master Trusts
Certain assets of the Plan are co-invested with certain assets of
the Salaried Plan in a commingled investment fund known as the
Altria Client Services Deferred Profit-Sharing Master Trust
(“Master Trust A”) for which State Street Bank and Trust Company
(“State Street”) serves as the trustee. Certain assets of the Plan
are co-invested with certain assets of the Salaried Plan in a
commingled investment fund known as the Altria Client Services
Deferred Profit-Sharing Trust for Altria Stock and Non-Altria Stock
(“Master Trust B”) for which Fidelity Management Trust Company
serves as the trustee.
Master Trust A and Master Trust B are hereinafter collectively
referred to as the “Master Trusts.”
Withdrawals and Distributions
Participants may make in-service withdrawals in accordance with the
provisions outlined in the Plan.
Participants may receive a distribution upon termination of
employment, including retirement, in a lump sum, partial
distributions, or installments.
The Plan adopted certain optional relief permitted by the CARES
Act, which was passed on March 27, 2020. The Plan allowed eligible
participants who were impacted by the COVID-19 pandemic to take
“coronavirus-related distributions” of up to $100,000 without
penalty during 2020. The distributions are repayable to the Plan
within three years. In addition, the required minimum distributions
were waived for the 2020 calendar year and resumed for the 2021
calendar year.
On December 20, 2019, the Setting Every Community Up for Retirement
Enhancement Act (commonly known as the SECURE Act) was signed into
law. The age requirement for minimum distributions was raised to 72
from 70-1/2, for any participant who turned 70-1/2 on or after
January 1, 2020.
Notes Receivable from Participants
Participants are permitted to borrow from their Plan accounts in
accordance with the loan provisions and applicable interest rate as
outlined in the Plan. Interest on participant loans is fixed for
the term of the loan. The minimum loan amount is $1,000 and the
maximum loan amount is the lesser of fifty percent (50%) of a
participant’s account balance at the time of the loan request or
$50,000, less the participant’s highest outstanding loan balance
during the twelve-month period preceding the loan request. Loan
repayment periods are up to twenty-five years depending on the type
of loan.
As permitted by the CARES Act, the Plan allowed eligible
participants impacted by the COVID-19 pandemic to suspend loan
repayments with due dates on or after March 27, 2020 through
December 31, 2020. Effective January 1, 2021, loans were
re-amortized and payments recommenced.
DEFERRED PROFIT-SHARING PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
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2. |
Summary of Significant Accounting Policies |
Basis of Presentation
The financial statements are prepared using the accrual basis of
accounting. Certain immaterial prior year amounts have been
adjusted to conform with the current year’s
presentation.
Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires the Plan’s management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and changes therein, in the financial statements and
related disclosures. Actual results could differ from those
estimates.
Risks and Uncertainties
The Plan has diversified investment options in investment
securities, including the Common Stock Investment Options.
Investment securities, in general, are exposed to various risks,
such as interest rate risk, credit risk and overall market
volatility. The financial markets, both domestically and
internationally, can experience significant volatility on a daily
basis that affects the valuation of investments. Due to the level
of risk associated with certain investment securities, it is
reasonably possible that changes in the values of investment
securities will occur and that such changes could materially affect
participant account balances and the amounts reported in the
financial statements. Substantially all of the assets of Master
Trust B are invested in Common Stocks, each of which could be
subject to significant market fluctuations.
Interest in Master Trusts
The Plan’s interest in the Master Trusts and share of investment
activities are based upon the total of the participants’ Plan
accounts.
Valuation of the Master Trusts’ Investments and Income
Recognition
The Master Trusts’ investment assets are reported at fair value
except for fully benefit-responsive investment contracts, which are
reported at contract value. Fair value is defined as the exchange
price that would be received to sell an asset or paid to transfer a
liability (an exit price) in the principal or most advantageous
market for the asset or liability in an orderly transaction between
market participants on the measurement date. See Note 5 -
Fair Value Measurements
for further discussion of fair value measurements. Contract value
is the relevant measure for fully benefit-responsive investment
contracts because this is the amount participants generally receive
if they were to initiate permitted transactions under the terms of
the Plan. See Note 3 -
Master Trust A Investments
for further discussion of fully benefit-responsive investment
contracts.
Investment transactions are accounted for on the trade date.
Dividend income is recorded on the ex-dividend date; interest
income is recorded as earned on an accrual basis. In accordance
with the policy of stating investments at fair value, the net
appreciation (depreciation) in the fair value of investments
reflects both realized gains or losses and the change in the
unrealized appreciation (depreciation) of investments held at
year-end. Realized gains or losses from security transactions are
reported on the average cost method.
Withdrawals and Distributions
Withdrawals and distributions are recorded when paid.
Expenses
Investment management fees, fund manager administrative fees,
brokerage commissions (excluding those for the Common Stocks held
in Master Trust B) and other investment related expenses are part
of the total operating expenses of an investment option, and are
charged against the net asset value of the specific investment
option and reduce investment return.
Plan administrative fees such as trustee fees, participant
recordkeeping, communications, audit and certain legal fees are
paid by the Master Trusts and evenly distributed to all participant
accounts.
DEFERRED PROFIT-SHARING PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
Individual participant transaction fees (including fees associated
with the trading of Common Stocks), managed account fees, and
short-term redemption fees for sales of an investment option within
a specified period of time after purchase are paid by the Master
Trusts and are charged solely to the accounts of the participant
who initiated the transaction or service.
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3. |
Master Trust A Investments |
At December 31, 2021 and 2020, the net assets of Master Trust A
were as follows (in thousands of dollars):
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2021 |
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2020 |
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Master Trust Balances |
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Plan’s interest in Master Trust Balances |
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Master Trust Balances |
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Plan’s interest in Master Trust Balances |
Investments at fair value: |
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Collective investment funds |
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$ |
2,144,853 |
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$ |
237,317 |
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$ |
1,883,885 |
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$ |
208,984 |
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Registered investment companies |
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477,054 |
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45,402 |
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403,530 |
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36,606 |
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Government securities |
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139,969 |
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23,743 |
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157,097 |
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28,945 |
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Other |
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17,602 |
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4,815 |
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11,431 |
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2,661 |
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Investments at fair value |
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2,779,478 |
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311,277 |
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2,455,943 |
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277,196 |
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Investments at contract value: |
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Fully benefit-responsive investment contracts |
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686,313 |
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176,286 |
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694,324 |
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176,547 |
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Total Investments |
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3,465,791 |
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487,563 |
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3,150,267 |
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453,743 |
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Receivables: |
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Interest and dividend income |
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216 |
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— |
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436 |
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— |
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|
|
|
|
|
|
|
|
Payables: |
|
|
|
|
|
|
|
|
Administrative expenses |
|
(308) |
|
|
$ |
— |
|
|
(232) |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
Net assets |
|
$ |
3,465,699 |
|
|
$ |
487,563 |
|
|
$ |
3,150,471 |
|
|
$ |
453,743 |
|
Master Trust A investment activities for the year ended
December 31, 2021 were as follows (in thousands of
dollars):
|
|
|
|
|
|
Interest and dividends |
$ |
57,732 |
|
Net appreciation in fair value of investments |
374,290 |
|
Investment income, net |
$ |
432,022 |
|
As discussed in Note 2 -
Summary of Significant Accounting Policies - Valuation of the
Master Trusts’ Investments and Income
Recognition,
the Plan’s interest in Master Trust A and share of investment
activities are based upon the total of the participants’ Plan
accounts. Certain transactions in process at year-end may result in
differences between Master Trust A net assets and the total of the
participants’ Plan accounts. These differences were not material as
of December 31, 2021 and 2020.
Investment contracts held in the Interest Income Fund Investment
Option (a stable value investment option) may consist of
traditional and/or synthetic guaranteed investment contracts (“GIC”
or “GICs”) as determined by the investment manager for the Interest
Income Fund. Master Trust A had no traditional GICs as of December
31, 2021 and 2020.
A synthetic GIC provides for the preservation of principal at a
specified rate of interest over a specified period of time through
fully benefit-responsive wrapper contracts issued by a third party,
which are backed by underlying assets owned by Master Trust A. The
wrapper contract provider guarantees, except in the case of the
occurrence of certain events discussed below, that participant
withdrawals are made at contract or book value. The aggregate
contract value of the synthetic GICs was approximately $686 million
and $694 million at December 31, 2021 and 2020,
respectively.
DEFERRED PROFIT-SHARING PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
There are certain events not initiated by Plan participants that
could limit the ability of the Plan to transact at contract value
with the contract issuer. Specific coverage provided by each
synthetic GIC may be different for each issuer, and can be found in
the individual synthetic GIC contracts held by the Plan. Examples
of such events include: the Plan’s failure to qualify under the
Code; full or partial termination of the Plan; involuntary
termination of employment as a result of a corporate merger,
divestiture, spin-off, or other significant business restructuring,
which may include early retirement incentive programs or
bankruptcy; changes to the administration of the Plan which
decrease employee or employer contributions such as the
establishment of a competing plan by the Plan sponsor, the
introduction of a competing investment option, or other plan
amendment that has not been approved by the contract issuers;
dissemination of a participant communication that is designed to
induce participants to transfer assets from a stable value option;
or events resulting in a material and adverse financial impact on
the contract issuer, including changes in the tax code, laws or
regulations.
The Fiduciaries do not believe that the occurrence of any such
event that would limit the Plan’s ability to transact at contract
value with participants is probable.
Contract issuers are not allowed to terminate any of the above
synthetic GICs and settle at an amount different from contract
value unless there is a breach of the contract that is not cured
within the applicable period. Actions that will result in a breach
(after any relevant cure period) include: material
misrepresentation; failure to pay synthetic GIC fees or any other
payment due under the contract; or failure to adhere to investment
guidelines.
|
|
|
|
|
|
4. |
Master Trust B Investments |
At December 31, 2021 and 2020, the net assets of Master Trust B
were as follows (in thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
2020 |
|
|
Master Trust Balances |
|
Plan’s interest in Master Trust Balances |
|
Master Trust Balances |
|
Plan’s interest in Master Trust Balances |
Investments at fair value: |
|
|
|
|
|
|
|
|
Common stocks: |
|
|
|
|
|
|
|
|
Altria Stock |
|
$ |
1,310,077 |
|
|
$ |
403,187 |
|
|
$ |
1,149,521 |
|
|
$ |
360,356 |
|
PMI Stock |
|
278,081 |
|
|
55,826 |
|
|
270,720 |
|
|
56,701 |
|
Mondelēz Stock |
|
61,937 |
|
|
9,634 |
|
|
61,106 |
|
|
9,677 |
|
Kraft Heinz Stock
|
|
11,108 |
|
|
1,779 |
|
|
11,828 |
|
|
1,918 |
|
Cash and cash equivalents |
|
33 |
|
|
17 |
|
|
30 |
|
|
15 |
|
Total investments at fair value |
|
1,661,236 |
|
|
470,443 |
|
|
1,493,205 |
|
|
428,667 |
|
|
|
|
|
|
|
|
|
|
Receivable - dividend income |
|
19,129 |
|
|
4,270 |
|
|
18,568 |
|
|
4,130 |
|
|
|
|
|
|
|
|
|
|
Net assets |
|
$ |
1,680,365 |
|
|
$ |
474,713 |
|
|
$ |
1,511,773 |
|
|
$ |
432,797 |
|
Master Trust B investment activities for the year ended
December 31, 2021 were as follows (in thousands of
dollars):
|
|
|
|
|
|
Dividends on common stocks |
$ |
115,014 |
|
Net appreciation in common stocks |
229,019 |
|
Investment income, net |
$ |
344,033 |
|
|
|
|
|
|
|
5. |
Fair Value Measurements |
Financial Accounting Standards Board authoritative guidance
provides a framework for measuring fair value. Fair value is
defined as the exchange price that would be received to sell an
asset or paid to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability in
an orderly transaction between market participants on the
measurement
DEFERRED PROFIT-SHARING PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
date. The Plan uses a fair value hierarchy, which gives the highest
priority to unadjusted quoted prices in active markets for
identical assets and liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). The
three levels of inputs used to measure fair value are:
Level 1 – Unadjusted quoted prices in active markets for identical
assets or liabilities.
Level 2 – Observable inputs other than Level 1 prices, such as
quoted prices for similar assets or liabilities; quoted prices in
markets that are not active; or other inputs that are observable or
can be corroborated by observable market data for substantially the
full term of the assets or liabilities.
Level 3 – Unobservable inputs that are supported by little or no
market activity and that are significant to the fair value of the
assets or liabilities.
Following is a description of the valuation methodologies used for
investments measured at fair value.
There were no transfers between Level 1 and Level 2 holdings in the
Master Trusts’ investments assets during 2021 and 2020. In
addition, there were no Level 3 holdings or transactions in the
Master Trusts’ investment assets at December 31, 2021 and
2020.
The methods described below are not necessarily indicative of net
realizable value or reflective of future fair values, nor is
categorization of a security in any particular valuation level
necessarily an indication of the risk associated with an investment
in that security. Furthermore, while the Plan believes its
valuation methods are appropriate and consistent with other market
participants, the use of different methodologies or assumptions to
determine the fair value of certain financial instruments could
result in a different fair value measurement at the reporting
date.
Registered Investment Companies
Investments in registered investment companies are valued at the
closing net asset value (“NAV”) publicly reported on the last
business day of the year.
Government Securities
Government securities consist of investments in U.S. Treasury
securities. Government securities are valued at a price that is
based on a compilation of primarily observable market information,
such as broker quotes. Matrix pricing, yield curves and indices are
used when broker quotes are not available.
Common Stocks
Common stocks are valued based on the price of the security as
listed on an open active exchange on last trade date.
Collective Investment Funds
Collective investment funds consist of pools of investments used by
institutional investors to obtain exposure to equity and fixed
income markets. Master Trust A collective investment funds include
equity index funds, a U.S. diversified bond fund and a balanced
fund, consisting of a mix of equities and fixed income securities,
that are intended to mirror indices such as the Standard &
Poor’s 500 Index and Morgan Stanley Capital International Europe,
Australasia, and the Far East Index. They are valued on the basis
of the relative interest of each participating investor in the fair
value of the underlying assets of each of the respective collective
investment funds. The underlying assets are valued based on the
NAV, which is provided by the investment account manager as a
practical expedient to estimate fair value. These investments are
not classified by level but are disclosed to permit reconciliation
to the fair value of Master Trust A investment assets.
DEFERRED PROFIT-SHARING PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
The fair values of the Master Trusts’ investment assets by asset
category as of December 31, 2021 were as follows (in thousands
of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master Trust A |
|
Level 1 |
|
Level 2 |
|
|
|
Totals |
Registered investment companies |
|
$ |
477,054 |
|
|
$ |
— |
|
|
|
|
$ |
477,054 |
|
Government securities |
|
— |
|
|
139,969 |
|
|
|
|
139,969 |
|
Other |
|
— |
|
|
17,602 |
|
|
|
|
17,602 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
477,054 |
|
|
$ |
157,571 |
|
|
|
|
634,625 |
|
Investments measured at NAV as a practical expedient for fair
value:
|
|
|
|
|
|
|
|
|
Collective investment funds
|
|
|
|
|
|
|
|
2,144,853 |
|
|
|
|
|
|
|
|
|
|
Total Master Trust A investments at fair value |
|
|
|
|
|
|
|
$ |
2,779,478 |
|
|
|
|
|
|
|
|
|
|
Master Trust B |
|
|
|
|
|
|
|
|
Common stocks |
|
$ |
1,661,236 |
|
|
$ |
— |
|
|
|
|
$ |
1,661,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Master Trust B investments at fair value |
|
$ |
1,661,236 |
|
|
$ |
— |
|
|
|
|
$ |
1,661,236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair values of the Master Trusts’ investment assets by asset
category as of December 31, 2020 were as follows (in thousands
of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Master Trust A |
|
Level 1 |
|
Level 2 |
|
|
|
Totals |
Registered investment companies |
|
$ |
403,530 |
|
|
$ |
— |
|
|
|
|
$ |
403,530 |
|
Government securities |
|
— |
|
|
157,097 |
|
|
|
|
157,097 |
|
Other |
|
— |
|
|
11,431 |
|
|
|
|
11,431 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
403,530 |
|
|
$ |
168,528 |
|
|
|
|
572,058 |
|
Investments measured at NAV as a practical expedient for fair
value:
|
|
|
|
|
|
|
|
|
Collective investment funds
|
|
|
|
|
|
|
|
1,883,885 |
|
|
|
|
|
` |
|
|
|
|
Total Master Trust A investments at fair value |
|
|
|
|
|
|
|
$ |
2,455,943 |
|
|
|
|
|
|
|
|
|
|
Master Trust B |
|
|
|
|
|
|
|
|
Common stocks |
|
$ |
1,493,205 |
|
|
$ |
— |
|
|
|
|
$ |
1,493,205 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Master Trust B investments at fair value |
|
$ |
1,493,205 |
|
|
$ |
— |
|
|
|
|
$ |
1,493,205 |
|
The following table summarizes additional disclosures related to
Master Trust A investments measured at NAV as a practical expedient
to estimate fair value as of December 31, 2021 and 2020 (in
thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value |
|
|
|
|
|
|
Collective Investment Funds |
|
2021 |
|
2020 |
|
Redemption Frequency |
|
|
|
Redemption Notice Period |
U.S. equity index |
|
$ |
1,585,739 |
|
|
$ |
1,356,114 |
|
|
Daily |
|
|
|
None |
International equity index |
|
$ |
251,657 |
|
|
$ |
226,586 |
|
|
Daily |
|
|
|
None |
U.S. fixed income |
|
$ |
307,457 |
|
|
$ |
301,185 |
|
|
Daily |
|
|
|
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6. |
Related Party and Party-In-Interest Transactions |
Master Trust B includes participant investments in Altria Stock.
During the years ended 2021 and 2020, Master Trust B participant
purchases of Altria Stock were approximately $252 million and $310
million, respectively, and participant sales of Altria Stock were
approximately $273 million and $322 million, respectively. Net
appreciation activity from the investment in Altria Stock,
including dividends received, caused Master Trust B to increase by
approximately $280 million for the year ended December 31,
2021. Master Trust A investments include collective investment
funds managed by SSgA, an affiliate of State Street. State Street
is a trustee as defined by the Plan. The investment balance in
these collective investment funds was approximately $904 million
and $843 million as of December 31, 2021 and 2020, respectively.
These investments and transactions in these investments do not
constitute prohibited transactions under ERISA.
|
|
|
|
|
|
7. |
Plan Amendment and Termination |
The Altria Board of Directors (the “Board”) has the right, subject
to the applicable provisions of ERISA and the Code, to amend
(retroactively or otherwise) the Plan, suspend making the company
contribution, supplemental company contribution and/or company
match contributions to the Plan or to terminate the Plan. The Board
has delegated to the Altria Corporate Employee Benefit Committee
and the Administrator the right to amend the Plan, provided that
the annual cost of such amendment does not exceed specified dollar
limits. Each Participating Company has the right to terminate its
participation in the Plan. However, no such action may deprive any
participant or beneficiary under the Plan of any vested
right.
By letter dated September 6, 2017, the IRS has determined that the
Plan constitutes a qualified plan under Section 401(a) of the
Code. Consequently, the related Master Trusts are exempt from
federal income taxes under the provisions of Section 501(a) of the
Code. The Plan has been amended since the receipt of the
determination letter; however, the Administrator believes the Plan
continues to be designed and operated in accordance with the
applicable provisions of the Code.
Accounting principles generally accepted in the United States of
America require Plan management to evaluate tax positions taken by
the Plan and recognize a tax liability if the Plan has taken an
uncertain tax position that more likely than not would not be
sustained upon examination by the IRS. The Plan is subject to
routine audits by taxing jurisdictions; however, there are
currently no audits for any tax periods in progress. The tax
provisions of the Plan have been analyzed as of December 31, 2021
and 2020, and there are no uncertain positions taken or expected to
be taken that would require recognition of a liability (or asset)
or disclosure in the financial statements.
DEFERRED PROFIT-SHARING PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
|
|
|
|
|
|
9. |
Reconciliation of Financial Statements to Form 5500 |
The following are reconciliations of the Plan’s interest in Master
Trust A and the net assets available for benefits per the financial
statements to the Form 5500 for the years ended December 31, 2021
and 2020 (in thousands of dollars):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
2020 |
Plan’s interest in Master Trust A at fair value |
|
$ |
311,277 |
|
|
$ |
277,196 |
|
Plan’s interest in Master Trust A for fully benefit-responsive
investment contracts at contract value
|
|
176,286 |
|
|
176,547 |
|
|
|
487,563 |
|
|
453,743 |
|
Adjustment from contract value to fair value for fully
benefit-responsive investment contracts
|
|
4,303 |
|
|
10,208 |
|
Plan’s interest in Master Trust A at fair value per the Form
5500 |
|
$ |
491,866 |
|
|
$ |
463,951 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
2020 |
Net assets available for benefits per the financial
statements |
|
$ |
995,285 |
|
|
$ |
920,849 |
|
Adjustment from contract value to fair value for fully
benefit-responsive investment contracts
|
|
4,303 |
|
|
10,208 |
|
Net assets available for benefits per the Form 5500 |
|
$ |
999,588 |
|
|
$ |
931,057 |
|
The following is a reconciliation of the change in net assets
available for benefits per the financial statements to the Form
5500 for the year ended December 31, 2021 (in thousands of
dollars):
|
|
|
|
|
|
|
2021 |
Change in net assets available for benefits per the financial
statements |
$ |
74,436 |
|
Adjustment for the net change in contract value of fully
benefit-responsive investment contracts |
(5,905) |
|
Change in net assets available for benefits per the Form
5500 |
$ |
68,531 |
|
Effective January 1, 2022, the Plan was amended with the following
changes:
•Hourly
employees of Middleton employed at its King of Prussia facility who
are not covered by a collective bargaining agreement and who have
completed twelve months of service are eligible to receive the
company contribution and the five percent (5%) supplemental company
contribution, provided that they satisfy the Last Day Rule;
and
•Union-represented
employees of USSTC employed at its Nashville manufacturing facility
are eligible for an increased match as of January 1, 2022. Eligible
participants will receive a dollar-for-dollar match on the first
seven percent (7%) of eligible compensation (previously six percent
(6%)) each pay period, after completing 120 days of service
(previously one year). In addition, beginning in 2022,
union-represented employees of USSTC employed at its Nashville
manufacturing facility who have completed one year of service will
be eligible for the five percent (5%) supplemental company
contribution, provided that they satisfy the Last Day
Rule.
Deferred Profit-Sharing Plan for Hourly Employees
Schedule H – Line 4i – Schedule of Assets (Held at End of
Year)
December 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
(b) Identity of issue, borrower,
lessor, or similar party |
|
(c) Description of investment
including maturity date, rate of
interest, collateral, par, or maturity
value |
|
(d) Cost |
|
(e) Current value |
|
|
|
|
|
* |
|
Altria Client Services Deferred
Profit-Sharing Master Trust |
|
Master Trust |
|
n/a |
|
$ |
491,865,491 |
|
|
|
|
|
|
* |
|
Altria Client Services Deferred
Profit-Sharing Trust for Altria Stock and Non-Altria
Stock |
|
Master Trust |
|
n/a |
|
$ |
474,712,698 |
|
|
|
|
|
|
* |
|
Notes receivable from participants |
|
Interest rates range from
3.25% to 9.00%
Maturity dates through 2046 |
|
n/a |
|
$ |
16,453,826 |
|
* indicates party-in-interest
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Vice President, Total Rewards, HR Services and Aviation
of Altria Client Services LLC, having administrative responsibility
of the Plan, has duly caused this annual report to be signed by the
undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
DEFERRED PROFIT-SHARING
PLAN FOR HOURLY EMPLOYEES |
|
|
By |
/s/ THOMAS H. WATSON |
|
Thomas H. Watson
Vice President, Total Rewards, HR Services & Aviation,
Altria Client Services LLC |
Date: June 3, 2022
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