Item 2.02. Results of Operations and Financial Condition.



On October 27, 2022, Altria Group, Inc. ("Altria") issued a press release
announcing its financial results for the quarter ended September 30, 2022. A
copy of the press release is attached as Exhibit 99.1 and is incorporated by
reference in this Item 2.02.

In accordance with General Instruction B.2 of Form 8-K, the information in
Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not
be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that section. The information in Item 2.02 of this Current Report
on Form 8-K shall not be incorporated by reference into any filing or other
document pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), except as shall be expressly set forth by specific reference in such
filing or document.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Director

Altria's Board of Directors (the "Board") has retirement guidelines that require
a director who will have attained the age of 75 as of the date of the next
annual meeting of Altria's shareholders to tender his or her written resignation
to the Board at least six months prior to that annual meeting. The resignation
is subject to acceptance by the Board and effective at the time specified by the
Board. In accordance with the retirement guidelines, W. Leo Kiely III (age 75),
a director of Altria since 2011, submitted his written resignation to the Board,
and, on October 26, 2022, the Board, based on the recommendation of the Board's
Nominating, Corporate Governance and Social Responsibility Committee, accepted
Mr. Kiely's resignation effective upon completion of his current term. Mr. Kiely
will serve through his current term, but will not stand for re-election to the
Board at Altria's 2023 Annual Meeting of Shareholders, which is anticipated to
be held on May 18, 2023.

Election of Director

On October 26, 2022, the Board increased the size of the Board from 12 to 13 and
elected Jacinto Hernandez to the Board, in each case, effective November 1,
2022. The Board also elected Mr. Hernandez to the Board's Finance and Innovation
Committees, effective November 1, 2022.

The Board affirmatively determined that Mr. Hernandez qualifies as an independent director under the New York Stock Exchange listing standards and Altria's standards for director independence.

Mr. Hernandez will be compensated for his service on the Board pursuant to Altria's existing compensation program for non-employee directors, which is described under "Director Compensation" in Altria's proxy statement for its 2022 Annual Meeting of Shareholders (filed with the Securities and Exchange Commission on April 7, 2022) and is incorporated by reference in this Item 5.02.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.



On October 26, 2022, the Board, as part of a periodic review of Altria's
governance documents, approved changes to Altria's Amended and Restated By-Laws,
effective as of October 26, 2022 (as amended and restated, the "By-Laws"). The
amendments, among other things:

•expand the scope of disclosures required by a shareholder seeking to bring a director nomination or other business before a meeting of shareholders ("proposing shareholder") to include:



•any rights to dividends on Altria shares owned beneficially by the shareholder
and any affiliates or associates or other parties with whom the shareholder is
acting in concert (each, an "associated person") that are separated or separable
from the underlying Altria shares;

•any proportionate interest in Altria shares or any derivative instruments held,
directly or indirectly, by a general or limited partnership or limited liability
company or similar entity in which the shareholder or any associated person is a
general partner or, directly or indirectly, beneficially owns an interest in a
general partner, is the manager, managing member or, directly or indirectly,
beneficially owns an interest in the manager or managing member of a limited
liability company or similar entity; and

•any performance-related fees (other than an asset-based fee) that the shareholder or any associated person is entitled to based on the increase or decrease in the value of Altria shares or derivative instruments;


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•expand the scope of disclosures required by a proposing shareholder seeking to bring a director nomination ("shareholder nominee") to include:



•the name, age, business address and, if known, residence address of each
shareholder nominee for whom the shareholder is proposing or intends to solicit
proxies and of each shareholder nominee who would be presented for election at
the annual meeting in the event of a need to change the shareholders' original
slate; and

•a representation as to whether the shareholder or any associated person intends
to solicit proxies in support of director nominees other than individuals
nominated by the Board ("board nominees") in compliance with the requirements of
Rule 14a-19(b) under the Exchange Act;

•clarify that, in addition to complying with the advance notice provisions in
the By-Laws, each proposing shareholder and any associated person must also
comply with all applicable requirements of Altria's Articles of Incorporation,
the By-Laws and state and federal law, including the Exchange Act, with respect
to any such proposal or the solicitation of proxies with respect thereto;

•provide that any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white;



•provide that (a) no shareholder or associated person may solicit proxies in
support of any nominees other than board nominees unless such shareholder and
associated person complies with Rule 14a-19 under the Exchange Act in connection
with the solicitation of such proxies, including the provision to Altria of
notices required thereunder in a timely manner, and (b) if such shareholder or
associated person (i) provides notice pursuant to Rule 14a-19(b) under the
Exchange Act and (ii) subsequently fails to comply with any of the requirements
of Rule 14a-19 under the Exchange Act, then Altria will disregard any proxies or
votes solicited for such shareholder's nominees;

•provide that, if any shareholder or associated person provides notice pursuant
to Rule 14a-19(b) under the Exchange Act, such shareholder or associated person
must deliver to Altria, upon its request, reasonable evidence that such
shareholder or associated person has met the requirements of Rule 14a-19 under
the Exchange Act no later than five business days prior to the applicable
meeting;

•require shareholder nominees and board nominees to provide any additional information necessary to permit the Board to determine the nominee's independence;



•provide that if Altria increases the number of directors to be elected to the
Board and does not make a public announcement naming all of the nominees for
director or specifying the size of the increased Board at least 100 days prior
to the first anniversary of the preceding year's annual meeting, a shareholder's
notice required by the By-Laws will also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it is
delivered to Altria's secretary not later than the close of business on the
tenth day following the day on which the public announcement naming all nominees
or specifying the size of the increased Board is first made by Altria; and

•make various other updates, including clarifying, ministerial and conforming changes.



The foregoing description of amendments to the By-Laws does not purport to be
complete and is qualified in its entirety by reference to the full text of the
By-Laws, a copy of which is attached as Exhibit 3.1 and is incorporated by
reference in this Item 5.03.

Item 7.01. Regulation FD Disclosure.



On October 27, 2022, in connection with Mr. Kiely's retirement from the Board
and Mr. Hernandez's election to the Board, Altria issued a press release, a copy
of which is attached as Exhibit 99.2 and is incorporated by reference in this
Item 7.01.

Also on October 27, 2022, Altria issued a press release announcing an expanded
heated tobacco portfolio through a new joint venture with Japan Tobacco Inc.
("JT") for the U.S. marketing and commercialization of heated tobacco stick
("HTS") products and providing updates on its wholly owned heated tobacco
product development. A copy of the press release is attached as Exhibit 99.3 and
is incorporated by reference in this Item 7.01.

In accordance with General Instruction B.2 of Form 8-K, the information in this
Item 7.01, including Exhibits 99.2 and 99.3, shall not be deemed "filed" for the
purposes of Section 18 of the Exchange Act, as amended, or otherwise subject to
the liabilities of that section. The information in this Item 7.01 shall not be
incorporated by reference into any filing or other document pursuant to the
Securities Act, except as shall be expressly set forth by specific reference in
such filing or document.

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Item 8.01. Other Events.



On October 26, 2022, Altria, through its Philip Morris USA Inc. ("PM USA")
subsidiary, entered into a joint venture with JTI (US) Holding, Inc. ("JTIUH"),
a subsidiary of JT, for the U.S. marketing and commercialization of HTS
products, which are defined in the joint venture agreement as products that
include both (i) a tobacco heating device intended to heat the consumable
without combusting and (ii) a consumable that meets the definition of a
cigarette under the U.S. Federal Cigarette Labeling and Advertising Act. The
joint venture is structured to exist in perpetuity and forms the Horizon
Innovations LLC ("Horizon") entity, which is responsible for the U.S.
commercialization of current and future HTS products owned by either party. Upon
pre-market tobacco application authorization, Horizon will become the exclusive
entity through which the parties market and commercialize HTS products in the
U.S. The parties expect to jointly prepare U.S. Food and Drug Administration
filings for the latest version of Ploom HTS products. Upon pre-market tobacco
application authorization of Ploom HTS products, JTIUH will supply Ploom HTS
devices and PM USA will manufacture Marlboro HTS consumables for U.S.
commercialization.

PM USA holds a 75% economic interest in Horizon, with JTIUH having a 25%
economic interest. Horizon is governed by a board of managers comprised of four
individuals designated by PM USA and three individuals designated by JTIUH. Both
PM USA and JTIUH are also entitled to designate up to three board observers.

PM USA is responsible for making an initial $150 million in capital
contributions to Horizon as charges are incurred. Any additional capital
contributions made to Horizon after the initial $150 million will be split
according to economic ownership. The parties have agreed to commercialization
milestones for Horizon, which include distribution requirements and minimum
levels of cumulative marketing investment. The parties will both maintain
independent ownership of their respective intellectual property, including any
intellectual property acquired that supports the development of future HTS
products.

This Current Report on Form 8-K contains certain forward-looking statements with
respect to the joint venture with JT for the marketing and commercialization of
HTS products in the U.S., which are subject to various risks and uncertainties.
These forward-looking statements relate to, among other things, the perpetual
nature of the joint venture. Factors that may cause actual results to differ
include risks relating to Altria's ability to realize the expected benefits of
the transactions and future partnerships in the expected manner or timeframe, if
at all, prevailing economic, market, regulatory or business conditions, or
changes in such conditions, negatively affecting the parties or their plans for
future collaboration and partnerships, the outcome of any legal proceedings or
investigations that may be instituted against the parties or others related to
the transaction, the ability of Altria and JT to enter into future partnerships
on terms acceptable to both parties and in the expected manner or timeframe, if
at all. Other risk factors are detailed from time to time in Altria's quarterly
reports on Form 10-Q and most recent Annual Report on Form 10-K filed with the
U.S. Securities and Exchange Commission. These forward-looking statements speak
only as of the date of this Current Report on Form 8-K. Altria assumes no
obligation to provide any revisions to, or update, any projections and
forward-looking statements contained in this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



                          Amended and Restated By-Laws of Altria Group,

Inc. (effective as of October


      3.1                   26    , 2022)
                          Altria Group, Inc.     Press     Release, dated

October 27, 2022 (furnished


      99.1              under Item 2.02)
                          Altria Group, Inc. Press Release, dated October     27    , 2022 (furnished
      99.2              under Item 7.01)
                          Altria Group, Inc. Press Release, dated October     27    , 2022 (furnished
      99.3              under Item 7.01)
                        The cover page from this Current Report on Form

8-K, formatted in Inline XBRL


      104               (included as Exhibit 101)




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