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10-K 1 a2016form10-k.htm FORM 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

xANNUAL 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 of incorporation or organization)(I.R.S. Employer Identification 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 registered
Common Stock, $0.33 1/3 par 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
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.
Large accelerated filer þ Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if smaller reporting company) Smaller operating company ¨
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, 2017
Common Stock, $0.33 1/3 par value1,939,420,437 shares

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for use in connection with its annual meeting of shareholders to be held on May 18, 2017, to be filed with the Securities and Exchange Commission on or about April 6, 2017, are incorporated by reference into Part III hereof.
TABLE OF CONTENTS
Page
PART I
Item 1.Business1
Item 1A.Risk Factors4
Item 1B.Unresolved Staff Comments9
Item 2.Properties10
Item 3.Legal Proceedings10
Item 4.Mine Safety Disclosures10
PART II
Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities11
Item 6.Selected Financial Data13
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations14
Item 7A.Quantitative and Qualitative Disclosures About Market Risk37
Item 8.Financial Statements and Supplementary Data38
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure114
Item 9A.Controls and Procedures114
Item 9B.Other Information114
PART III
Item 10.Directors, Executive Officers and Corporate Governance114
Item 11.Executive Compensation115
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters115
Item 13.Certain Relationships and Related Transactions, and Director Independence115
Item 14.Principal Accounting Fees and Services115
PART IV
Item 15.Exhibits and Financial Statement Schedules116
Item 16.Form 10-K Summary120
Signatures121

Part I

Next: Item 1. Business.