8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 12, 2013

ALTRIA GROUP, INC.

(Exact name of registrant as specified in its charter)

Virginia	1-08940	13-3260245
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6601 West Broad Street, Richmond, Virginia	23230
(Address of principal executive offices)	(Zip Code)

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

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.Other Events.

Effective December 17, 2012, Altria Group, Inc.’s wholly-owned subsidiary, Philip Morris USA Inc. (“PM USA”), the other tobacco product manufacturers that are original signatories (the “Original Participating Manufacturers”) to the 1998 Master Settlement Agreement (the “MSA”), as well as certain other participating manufacturers, entered into a term sheet (the “Term Sheet”) with 17 states, the District of Columbia and Puerto Rico for settlement of the 2003 - 2012 Non-Participating Manufacturer Adjustments (the “NPM Adjustment”) with those states and territories.

On March 13, 2013, PM USA issued a press release announcing that, on March 12, 2013, the arbitration panel in the pending NPM Adjustment arbitration issued a stipulated partial settlement and award permitting the Term Sheet to proceed. A copy of the press release issued by PM USA on March 13, 2013 is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

A number of states that have not joined the Term Sheet (“non-signatory states”) have indicated that they may attempt to take action in state court to prevent the settlement from proceeding or to seek other relief with respect to the settlement. No assurance can be given that any such attempts by the non-signatory states will be resolved in a manner favorable to PM USA.

For a more detailed description of the MSA and the NPM Adjustment, see Note 18 to the Consolidated Financial Statements in the Annual Report on Form 10-K of Altria Group, Inc. for the year ended December 31, 2012.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

99.1 Philip Morris USA Inc. Press Release, dated March 13, 2013

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ALTRIA GROUP, INC.
By:	/s/ IVAN S. FELDMAN
Name:	Ivan S. Feldman
Title:	Vice President and Controller

DATE: March 13, 2013

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EXHIBIT INDEX

Exhibit No.Description

99.1 Philip Morris USA Inc. Press Release, dated March 13, 2013

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	Contact:	Media Relations
		(804) 484-8897

MSA Arbitration Panel Upholds

NPM Adjustment Settlement Agreement

RICHMOND, Va. (March 13, 2013) - Philip Morris USA (PM USA) announced today that the arbitration panel in the pending Non-Participating Manufacturer (NPM) adjustment proceeding has issued a Stipulated Partial Settlement and Award, which will allow the settlement agreement reached in December to proceed. PM USA and other cigarette manufacturers reached the agreement with seventeen states, the District of Columbia and Puerto Rico to resolve long-standing disputes related to the NPM adjustment provisions of the Master Settlement Agreement (MSA) for the years 2003 to 2012.

PM USA believes this agreement resolves the disputes with the signatory states on financial terms that are fair to the parties and in a way that will lead to a better method of resolving these issues in the future. Now that the panel has upheld this agreement, PM USA hopes that more states will join in the settlement.

The agreement includes a release to the signatory states of their portion of more than $4 billion from disputed payment accounts. In return, the manufacturers will receive credits against the signatory states' portion of future MSA payments in settlement of their 2003-2012 NPM adjustment claims against those states. For the signatory states, the settlement is net cash positive and also removes the risk of substantial reductions of MSA revenues for the years in dispute, 2003-2012.

For those states that do not join, PM USA intends to continue to pursue the disputed NPM adjustments for 2003 and beyond. As part of the award, the arbitration panel also ruled that the 2003 NPM adjustment claim against the non-signatory states would be

reduced pro rata in light of the settlement with the signatory states. A number of the non-signatory states raised objections concerning the settlement agreement with the arbitration panel, and some of these states have indicated that they may seek relief in state court to prevent the settlement from proceeding or for other measures with respect to the settlement. PM USA intends to contest any such efforts in state court.

PM USA's credit is estimated to total approximately $450 million based on the current signatory states. This estimate is subject to change depending on a variety of factors related to the calculation of the credit. If the agreement proceeds, PM USA expects to record a corresponding increase in its reported pre-tax earnings.

The jurisdictions that have agreed to join the settlement to date are Alabama, Arizona, Arkansas, California, District of Columbia, Georgia, Kansas, Louisiana, Michigan, Nebraska, Nevada, New Hampshire, New Jersey, North Carolina, Puerto Rico, Tennessee, Virginia, West Virginia, and Wyoming.

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