Altria Group (MO) 10-K/A risk factor changes: FY2022 vs FY2021

For the fiscal year ended December 31, [removed: 2021][added: 2022]

(Registrant’s telephone number, including area code) [removed: 804-274-2200]

As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $88] [added: $75] billion based on the closing sale price of the common stock as reported on the New York Stock Exchange.

| Class | | | Outstanding at February 15, [removed: 2022] [added: 2023] | | | | | |

| Common Stock, $0.33 1/3 par value | | | [removed: 1,817,257,322] [added: 1,785,563,827] | | | shares | | |

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: 2021,] [added: 2022,] which Altria filed with the Securities and Exchange Commission (“SEC”) on February [removed: 25, 2022] [added: 27, 2023] (the “Original Form 10-K”).

Altria is filing this Amendment to amend Item 15 of the Original Form 10-K to include the consolidated financial statements of its foreign equity investee, Anheuser-Busch InBev SA/NV (“ABI”), as of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] and for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] (the “ABI Financial Statements”) in accordance with Rule 3-09 of SEC Regulation S-X.

804-274-2200

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| 1.000% Notes due 2023 | | | MO23A | | | New York Stock Exchange | | |

(a) The ABI Financial Statements and report of PwC Bedrijfsrevisoren BV / Reviseurs d’Entreprises SRL (Diegem, Belgium) (PCAOB ID: 1350) found on pages F-1 to [removed: F-92] [added: F-89] in Exhibit 99.3 are incorporated by reference in response to the requirements of this Item 15(a).

| 23.1 | | | | | | [Consent of PwC Bedrijfsrevisoren BV / Reviseurs d’Entreprises SRL, independent registered public accounting [removed: firm](https://www.sec.gov/Archives/edgar/data/764180/000076418022000071/exhibit231may2022consentof.htm).] [added: firm](https://www.sec.gov/Archives/edgar/data/764180/000076418023000093/exhibit231june2023consento.htm).] | | |

| 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/764180/000076418022000071/exhibit313may2022.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/764180/000076418023000093/exhibit313june2023.htm)] | | |

| 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/764180/000076418022000071/exhibit314may2022.htm).] [added: 2002](https://www.sec.gov/Archives/edgar/data/764180/000076418023000093/exhibit314june2023.htm).] | | |

| 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/764180/000076418022000071/exhibit323may2022.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/764180/000076418023000093/exhibit323june2023.htm)] | | |

| 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/764180/000076418022000071/exhibit324may2022.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/764180/000076418023000093/exhibit324june2023.htm)] | | |

| 99.3 | | | | | | [Anheuser-Busch InBev SA/NV consolidated financial statements as of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] and for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019;] [added: 2020;] and Independent Registered Public Accounting Firm’s Report as of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] and for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019.] [added: 2020.] Incorporated by reference to Anheuser-Busch InBev SA/NV’s Annual Report on Form 20-F for the year ended December 31, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/0001668717/000119312522079594/d301591d20f.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/1668717/000119312523073993/d447566d20f.htm)] | | |

Date: June 1, [removed: 2022][added: 2023]