UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 10-K/A


Amendment No. 1


ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2016


OR


 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from  to


Commission File Number 1-08940





ALTRIA GROUP, INC.


(Exact name of registrant as specified in its charter)


Virginia13-3260245(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)6601 West Broad Street, Richmond, Virginia23230(Address of principal executive offices)(Zip Code)


804-274-2200


(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:


Title of each className of each exchange on which registeredCommon Stock, $0.331⁄3par valueNew York Stock Exchange





Securities registered pursuant to Section 12(g) of the Act: None





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





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





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





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





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 þ











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


Large accelerated filerþAccelerated filer ̈Non-accelerated filer ̈(Do not check if a smaller reporting company)Smaller reporting company ̈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.  ̈


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


As of June 30, 2016, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $135 billion based on the closing sale price of the common stock as reported on the New York Stock Exchange.


ClassOutstanding at February 13, 2017Common Stock, $0.331⁄3par value1,939,420,437 shares


DOCUMENTS INCORPORATED BY REFERENCE


None



























































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EXPLANATORY NOTE


This Amendment No. 1 to the Annual Report on Form 10-K of Altria Group, Inc. (the “Amendment”) amends Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016, which Altria Group, Inc. filed with the Securities and Exchange Commission (“SEC”) on February 27, 2017 (the “Original Form 10-K”).  Altria Group, Inc. is filing this Amendment to amend Item 15 to include the consolidated financial statements of its foreign equity investee, Anheuser-Busch InBev SA/NV (“AB InBev”), as of and for the years ended December 31, 2016, 2015 and 2014 (the “AB InBev Financial Statements”), in accordance with Rule 3-09 of SEC Regulation S-X.  The AB InBev financial statements, which were prepared by AB InBev, were audited in accordance with the standards of the Public Company Accounting Oversight Board (United States).


Except as otherwise expressly 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.  Accordingly, the Amendment should be read in conjunction with the Original Form 10-K and Altria Group, Inc.’s other filings made with the SEC subsequent to the filing of the Original Form 10-K.


Part IV


Item 15. Exhibits and Financial Statement Schedules .


(a) The AB InBev Financial Statements included in Exhibit 99.4 are incorporated by reference in response to the requirements of this Item 15(a).


(b) The following exhibits are filed as part of the Amendment:





23.1Consent of DELOITTE Bedrijfsrevisoren / Reviseurs d’Entreprises /BV o.v.v.e. CVBA/ SC s.f.d. SCRL, independent registered public accounting firm.23.2Consent of PricewaterhouseCoopers Bedrijfsrevisoren BCVBA, independent registered public accounting firm.23.3Consent of DELOITTE TOUCHE TOHMATSU Auditores Independentes, independent registered public accounting firm.31.3Certification 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 2002.31.4Certification 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 2002.32.3Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.4Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.4Anheuser-Busch InBev SA/NV consolidated financial statements as of and for the years ended December 31, 2016, 2015 and 2014; and Independent Registered Public Accounting Firms’ Reports as of and for the years ended December 31, 2016, 2015 and 2014. Incorporated by reference to Anheuser-Busch InBev SA/NV’s Annual Report on Form 20-F for the year ended December 31, 2016.








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SIGNATURES


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 authorized.





ALTRIA GROUP, INC.By:/s/ WILLIAM F. GIFFORD, JR.(William F. Gifford, Jr.Executive Vice President andChief Financial Officer)


Date: June 15, 2017