Altria Group (MO) 10-K risk factor changes: FY2021 vs FY2020

We may from time to time make written or oral forward-looking statements, including earnings guidance and other statements contained in filings with the SEC, reports to security holders, press releases and investor [removed: webcasts.][added: webcasts and presentations.]

You should understand that it is not possible to predict or identify all [added: risk factors.]

Unfavorable litigation outcomes could materially adversely affect the consolidated results of operations, cash flows or financial position of Altria or the businesses of one or more of its subsidiaries or [removed: investees.][added: investees and Altria’s ability to achieve its Vision.]

Legal proceedings covering a wide range of matters are pending or threatened in various United States and foreign jurisdictions against Altria and its subsidiaries, including PM [removed: USA and USSTC,] [added: USA,] as well as their respective indemnitees, indemnitors and Altria’s investees.

Various types of claims may be raised in these proceedings, including product liability, unfair trade practices, antitrust, tax, contraband-related claims, patent infringement, employment matters, claims [added: alleging violations of the Racketeer Influenced and Corrupt Organizations Act (“RICO”), claims] for contribution and claims of competitors, shareholders and distributors.

Damages claimed in some tobacco-related or other litigation are significant and, in certain cases, have ranged in the billions [removed: of dollars.]

[removed: *Contingencies* to the consolidated financial statements] [added: As discussed] in [removed: Item 8 (“Note 18”),] [added: Note 18,] tobacco litigation plaintiffs have challenged the constitutionality of Florida’s bond cap statute in several cases and plaintiffs may challenge state bond cap statutes in other jurisdictions as well.

For example, in the [added: Federal Government’s] lawsuit [removed: brought by the United States Department of Justice] discussed in Note 18, the district court did not impose monetary penalties but ordered significant non-monetary remedies, including the issuance of “corrective statements.” In the patent lawsuit [removed: pending] [added: adjudicated] before the [removed: United States International Trade Commission (“ITC”)] [added: ITC] discussed in Note 18, the [removed: plaintiffs seek a prohibition on] [added: ITC banned] the importation of the *IQOS* [removed: electronic device,] [added: devices, *Marlboro*] *HeatSticks* and component parts into the United [added: States and the sale and marketing of any such products previously imported into the United] States.

In addition, in April 2020 the [removed: FTC] [added: Federal Trade Commission (“FTC”)] issued an administrative complaint against Altria and JUUL alleging that Altria’s 35% investment in JUUL and the associated agreements constitute unreasonable restraint on trade.

E-vapor litigation and the FTC action, including the remedies the FTC is seeking, are further discussed in [removed: Note 18.][added: Item 3.]

[removed: *Legal Proceedings* (“Item 3”),] [added: See Item 3,] Note 18 and Exhibits 99.1 and 99.2 to this Form 10-K for a discussion of pending tobacco-related litigation.

Significant federal, state and local governmental actions, including actions by the FDA, and various private sector actions may continue to have an adverse impact on [removed: us] [added: Altria] and [removed: our] [added: its] tobacco [removed: subsidiaries’] [added: operating companies’] or [removed: our] [added: its] investees’ businesses and sales [removed: volumes.][added: volumes and on Altria’s ability to achieve its Vision.]

More broadly, actions by the FDA and other federal, state or local governments or agencies, including those specific actions described in *Tobacco Space - Business Environment* in Item 7, may (i) impact the adult tobacco consumer acceptability of or access to tobacco products (for example, through nicotine or constituent limits or menthol or other flavor bans), (ii) [removed: limit adult tobacco consumer choices, (iii)] delay or prevent the launch of new or modified tobacco products or products with claims of reduced risk, [added: (iii) limit adult tobacco consumer choices,] (iv) require the recall or other removal of tobacco products from the marketplace (for example as a result of (a) product contamination, (b) legislation and rulemaking that bans menthol or other flavors, (c) a determination by the FDA that one or more tobacco products do not satisfy the statutory requirements for substantial equivalence, (d) because the FDA requires that a currently marketed tobacco product proceed [removed: through the pre-market review process or (e) because the FDA does not authorize a PMTA or otherwise determines that removal is necessary for the protection of public health), (v) restrict communications to adult tobacco consumers, (vi) restrict the ability to differentiate tobacco products, (vii) create a competitive advantage or disadvantage for certain tobacco companies, (viii) impose additional manufacturing, labeling or packing requirements, (ix) interrupt manufacturing or otherwise significantly increase the cost of doing business or (x) restrict or prevent the use of specified tobacco products in certain locations or the sale of tobacco products by certain retail establishments.]

Any one or more of these actions may have a material adverse impact on the business, consolidated results of operations, cash flows or financial position of Altria and its tobacco [removed: subsidiaries,] [added: operating companies,] including adversely affecting Altria’s investment in [removed: JUUL.][added: JUUL and Altria’s ability to achieve its Vision.]

Tobacco products are subject to substantial taxation, which could have an adverse impact on sales of the tobacco products of Altria’s tobacco [removed: subsidiaries.][added: operating companies and JUUL and on Altria’s ability to achieve its Vision.]

The frequency and magnitude of excise tax increases can be influenced by various factors, including federal and state budgets [removed: (which have been negatively impacted by the COVID-19 pandemic)] and the composition of executive and legislative bodies.

Tax increases are expected to continue to have an adverse impact on sales of the tobacco products of our tobacco [removed: subsidiaries] [added: operating companies and JUUL] through lower consumption levels and the potential shift in adult [added: tobacco] consumer purchases from the premium to the non-premium or discount segments or to other low-priced or low-taxed tobacco products or to counterfeit and contraband products.

Such shifts may also have an adverse impact on the reported share performance of tobacco products of Altria’s tobacco [removed: subsidiaries.][added: operating companies.]

Unfavorable outcomes of any governmental investigations could materially affect the businesses of Altria and its subsidiaries or its [removed: investees.][added: investees and Altria’s ability to achieve its Vision.]

We cannot predict the outcome of any such investigation, and it is possible that our business or the businesses of our [added: subsidiaries and] investees [added: and our ability to achieve our Vision] could be materially adversely affected by an unfavorable outcome of any current or future investigation.

A challenge to our tax [removed: positions or] [added: positions,] an increase in the income tax rate [added: or other changes to federal or state tax laws] could adversely affect our earnings or cash flow.

Tax laws and [removed: regulations, such as the 2017 Tax Cuts and Jobs Act (the “Tax Reform Act”),] [added: regulations] are complex and subject to varying interpretations.

A successful challenge to one or more of Altria’s tax positions (which could give rise to additional liabilities, including interest and potential [removed: penalties) or] [added: penalties),] an increase in the corporate income tax rate [added: or other changes to federal or state tax laws, including changes to how foreign investments are taxed,] could adversely affect [removed: our] [added: Altria’s] earnings or cash flow.

International business operations subject [removed: Altria and] [added: Altria,] its subsidiaries [added: and its investees] to various United States and foreign laws and regulations, and violations of such laws or regulations could result in reputational harm, legal challenges and/or significant costs.

Although we have a Code of Conduct [added: for Compliance] and [added: Integrity and] a compliance system designed to prevent and detect violations of applicable law, no system can provide assurance that it will always protect against improper actions by employees, investees or third parties.

Violations of these laws, or allegations of such violations, [added: by Altria, its subsidiaries or its investees] could result in reputational harm, legal challenges and/or significant costs.

Altria, its subsidiaries and its investees face various risks related to health epidemics and pandemics, including the COVID-19 pandemic and similar outbreaks, which could have a material adverse effect on the business, consolidated results of operations, cash flows or financial position of Altria and its [removed: subsidiaries] [added: tobacco operating companies] and investees.

The [removed: spreading] [added: continuing] COVID-19 pandemic could have negative impacts, such as (i) a global or U.S. recession or other economic crisis, including a financial crisis, (ii) credit and capital markets volatility (and [added: limited] access to these markets, including by those in the distribution and supply chains), (iii) significant volatility in demand for our tobacco [removed: and wine subsidiaries’] [added: operating companies’] and investees’ products, (iv) changes in adult [added: tobacco] consumer accessibility to those products, including due to government action, (v) changes in adult [added: tobacco] consumer behavior and preferences, including trading down to lower-priced products or [added: the reduction in, or the] cessation [removed: of] [added: of,] product use due to public health actions or concerns and [removed: economic conditions (including those stemming from potential changes in government stimulus or reductions in unemployment payments or other benefits), and (vi) extended or multiple disruptions in our subsidiaries’ or investees’ manufacturing operations, or in their distribution and supply chains.]

In addition, our [removed: subsidiaries’] [added: subsidiaries] and [removed: investees’ operations] [added: investees] may incur increased costs and otherwise be negatively affected if significant portions of their respective workforces (or the workforces within their respective distribution or supply chains) are unable to work or work effectively, including because of illness, unavailability of personal protective equipment, quarantines, government actions, facility closures or other restrictions.

The impact of the COVID-19 pandemic depends on factors beyond our knowledge or control, including the duration and severity of the [removed: outbreak,] [added: outbreak (including new variants),] increases in the number of cases in future periods, and actions taken to contain its spread and mitigate the public health effects.

See the risks below related to extended disruptions at a facility, of a distributor or in service by a service provider and the risks related to our [removed: investment] [added: investments] in [added: JUUL,] ABI and [added: Cronos and] the earnings from and carrying value of [removed: that investment.][added: those investments.]

For further discussion on the impact of the COVID-19 pandemic on [removed: the] [added: our] tobacco [added: operating companies] and [removed: wine businesses,] [added: investees,] see [removed: *Tobacco Space - Business Environment* and *Wine Segment] [added: *Executive Summary] - [removed: Business Environment*] [added: COVID-19 Pandemic*] in Item 7.

[removed: Our] [added: Altria’s] tobacco businesses face significant competition (including across categories) and their failure to compete effectively could have an adverse effect on the consolidated results of operations or cash flows of Altria, or the business of Altria’s tobacco [removed: subsidiaries.][added: operating companies and on Altria’s ability to achieve its Vision.]

Each of Altria’s tobacco [removed: subsidiaries] [added: operating companies] operates in highly competitive tobacco categories.

This highly competitive environment could negatively impact the profitability, market share [added: (including as a result of down-trading to lower-priced competitive brands)] and shipment volume of [removed: our] [added: Altria’s] tobacco [removed: subsidiaries,] [added: operating companies,] which could have an adverse effect on the consolidated results of operations or cash flows of Altria.

Growth of the e-vapor product category and other innovative tobacco products, including oral nicotine pouches, has further contributed to reductions in cigarette consumption levels and cigarette industry sales volume and [removed: has adversely affected] [added: in] the [removed: growth rates] [added: consumption levels and sales volumes] of other tobacco products, including [removed: smokeless tobacco.][added: MST.]

In addition, growth of unregulated synthetic nicotine products, which may not be subject to the same regulatory restrictions (including marketing restrictions and FDA pre-marketing requirements) as the tobacco-derived [added: e-vapor and] oral nicotine products of Altria’s tobacco [removed: subsidiaries,] [added: operating companies and JUUL,] could negatively impact the growth of [removed: our] [added: e-vapor and] oral nicotine pouch products.

[removed: Continued growth in these categories] [added: Product recalls] could have a material adverse [removed: impact] [added: effect] on the business, [added: reputation, consolidated] results of operations, cash flows or financial position of [removed: Altria and] [added: Altria,] its tobacco [removed: subsidiaries.][added: operating companies and investees.]

These settlement payments are significant for PM USA, as described in [removed: *Debt] [added: *Liquidity] and [removed: Liquidity] [added: Capital Resources] - Payments under State Settlement Agreements and FDA Regulation* in Item 7.

Altria and its [removed: subsidiaries] [added: tobacco operating companies] may be unsuccessful in anticipating changes in adult [removed: consumer] [added: tobacco consumer] preferences, responding to changes in [added: adult tobacco] consumer purchase behavior or managing through difficult competitive and economic conditions, which could have an adverse effect on the consolidated results of operations and cash flows of Altria or the business of Altria’s tobacco [removed: and wine subsidiaries.][added: operating companies.]

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of dollars.

As a result of the ITC’s decision, PM USA removed the *IQOS* devices, *Marlboro HeatSticks* and any infringing components from the marketplace.

In February 2022, the administrative law judge dismissed the FTC’s complaint.

FTC complaint counsel appealed that decision to the FTC Commissioners.

Legal Proceedings of this Form 10-K (“Item 3”) and Note 18.

In addition, an unfavorable outcome in certain pending litigation could adversely affect our ability to achieve our Vision.

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through the pre-market review process or (e) because the FDA does not authorize a PMTA or otherwise determines that removal is necessary for the protection of public health), (v) restrict communications to adult tobacco consumers, (vi) restrict the ability to differentiate tobacco products, (vii) create a competitive advantage or disadvantage for certain tobacco companies, (viii) impose additional manufacturing, labeling or packing requirements, (ix) interrupt manufacturing or otherwise significantly increase the cost of doing business, (x) result in increased illicit trade in tobacco products or (xi) restrict or prevent the use of specified tobacco products in certain locations or the sale of tobacco products by certain retail establishments.

In addition, excise taxes on e-vapor and oral nicotine products may negatively impact adult smokers’ transition to these products, which could adversely affect Altria’s ability to achieve its Vision.

Altria’s investees also engage in international business operations.

Risks Related to Business Operations

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economic conditions (including those stemming from potential changes in government stimulus or reductions in unemployment payments or other benefits), and (vi) extended or multiple disruptions in our tobacco operating companies’ or investees’ manufacturing operations, or in their distribution and supply chains.

Continued growth in these categories could have a material adverse impact on the business, results of operations, cash flows or financial position of Altria and its tobacco operating companies if they are unable to compete effectively (directly or through Altria’s investments) in these innovative product categories, which could also negatively impact Altria’s ability to achieve its Vision.

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During the second half of 2021, discount cigarette products resumed share growth driven primarily by deep discount products.

See *Tobacco Space - Business Environment - Summary* in Item 7 for further discussion of economic conditions, including the impact of the current high inflationary environment on our businesses.

The *IQOS* devices and related *Marlboro* *HeatSticks* are currently subject to an importation ban and cease-and-desist orders imposed by the ITC.

PM USA does not expect to have access to *IQOS* devices or the related *Marlboro HeatSticks* for sale and distribution during 2022.

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Operations of Altria’s tobacco operating companies, suppliers, distributors and distribution chain service providers and those of its investees could be suspended temporarily once or multiple times, or closed permanently, depending on various factors.

Suppliers and supply chain service providers also rely extensively on information systems.

From time-to-time Altria and its suppliers experience attempts to infiltrate and interrupt information systems.

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In addition, our ability to retain the best talent may be adversely affected by current labor market dynamics in which the number of U.S. workers leaving their jobs increased significantly.

Failure to attract and retain the best talent could adversely affect Altria’s ability to achieve its Vision.

The

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In February 2022, the administrative law judge dismissed the FTC’s complaint.

FTC complaint counsel appealed that decision to the FTC Commissioners.

For further discussion of the FTC administrative complaint, see Item 3 and Note 18.

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As further discussed in Note 6, in preparing our financial statements for the period ended September 30, 2021, we concluded that the carrying value of our investment in ABI exceeded the fair value of our equity investment in ABI and that the decline in fair value of our investment in ABI below its carrying value was other than temporary at September 30, 2021.

As a result, we recorded a non-cash, pre-tax impairment charge of $6.2 billion for the nine and three months ended September 30, 2021 to (income) losses from equity investments in Altria’s condensed consolidated statements of earnings (losses).

As further discussed in Note 6, in preparing our financial statements for the year ended December 31, 2021, we concluded that our equity method investment in Cronos declined below its carrying value and that there was not sufficient evidence to conclude that the impairment was temporary.

As a result, we recorded a non-cash, pre-tax impairment charge of $205 million to (income) losses from equity investments in our consolidated statement of earnings (losses) for the year ended December 31, 2021.

If Cronos is unable to

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successfully execute its business plans and strategies and the fair value of our investment in Cronos continues to decrease, it could result in additional impairment losses, which could have a material adverse effect on our consolidated financial position or earnings.

risk factors.

As discussed in Note 18.

Additionally the *on!* transaction, discussed in Note 1.

*Background and Basis of Presentation* to the consolidated financial statements in Item 8 (“Note 1”), had been the subject of an arbitration, which the parties agreed to settle for an immaterial amount to Altria in February 2021.

An adverse outcome in the arbitration could have adversely affected Helix’s ability to compete effectively with oral nicotine pouches.

See Item 3.

Risks Related to Our Businesses

USSTC faces significant competition in the smokeless tobacco category and has experienced consumer down-trading to lower-priced competitive brands.

See *Wine Segment - Business Environment* - Summary in Item 7 for additional discussion concerning evolving adult alcohol consumer preferences; specifically the slowing of the premium wine category and the effects on our wine subsidiaries.

Our financial services business (conducted through PMCC) holds investments in finance leases, principally in transportation (including aircraft), power generation, real estate and manufacturing equipment.

Its lessees are subject to significant competition and uncertain economic conditions.

If parties to PMCC’s leases fail to manage through difficult economic and competitive conditions, PMCC may have to increase its allowance for losses, which would adversely affect our earnings.

The COVID-19 pandemic also may impact the availability of direct materials necessary for our tobacco subsidiaries and JUUL to remain compliant with FDA and other regulatory requirements for tobacco products.

For example, in March 2020, the COVID-19 pandemic resulted in a temporary suspension of operations at PM USA’s Richmond, Virginia manufacturing facility, which is the primary facility for manufacturing PM USA cigarettes.

Some state governors also have issued executive orders requiring that certain businesses temporarily suspend operations for varying periods of time while the COVID-19 pandemic persists.

Operations of our subsidiaries, suppliers, distributors and distribution chain service providers and those of our investees could be suspended temporarily once or multiple times, or closed permanently, depending on various factors, including how long the COVID-19 pandemic persists and the extent to which state, local and federal governments, as well as foreign countries, impose restrictions on the operation of facilities or otherwise place limits on the supply and distribution chains.

The failure of Altria’s information systems or service providers’ information systems to function as intended, or cyber-attacks or security breaches, could have a material adverse effect on the business, reputation, consolidated results of operations, cash flows or financial position of Altria and its subsidiaries.

communicating internally and externally with employees, investors, suppliers, trade customers, adult consumers and others.

Competition, changes in adult consumer preferences, unfavorable changes in grape supply and new governmental regulations or revisions to existing governmental regulations could adversely affect Ste.

Michelle’s wine business.

Ste.

Michelle’s business is impacted by evolving adult consumer preferences.

Shifts away from the wine category to other alcohol categories or shifts to lower-priced wines have resulted, and could continue to result, in slowing growth in Ste.

Michelle’s sales and increased inventory levels and have a material adverse effect on Ste.

Michelle’s wine business.

As discussed in Note 5.

*Asset Impairment, Exit and Implementation Costs* to the consolidated financial statements in Item 8 (“Note 5”), during the year ended December 31, 2020, as a result of inventory levels significantly exceeding long-term forecasted demand, Ste.

Michelle recorded pre-tax charges of $411 million in cost of sales, including a $292 million inventory write off, $100 million in estimated losses on future non-cancelable grape purchase commitments and $19 million in inventory disposal costs and other charges.

Evolving adult consumer preferences, an economic downturn or recession or other factors could result in a further slowdown in the wine category and otherwise have a material adverse effect on Ste.

The adequacy of Ste.

Michelle’s grape supply is influenced by consumer demand for wine in relation to industry-wide production levels as well as by weather and crop conditions, particularly in eastern Washington.

Supply shortages or surpluses related to any one or more of these factors could impact production costs and wine prices, which ultimately may have a negative impact on Ste.

Michelle’s sales.

In addition, Ste.

Michelle’s business is subject to significant competition, including from many large, well-established domestic and international companies.

Federal, state and local governmental agencies also regulate the alcohol beverage industry through various means, including licensing requirements, pricing, labeling and advertising restrictions, and distribution and production policies.

New regulations or revisions to existing regulations, resulting in further restrictions or taxes on the manufacture and sale of alcoholic beverages may have an adverse effect on Ste.

For further discussion see *Wine Segment - Business Environment* in Item 7.

pre-tax impairment charges of $11.2 billion.

Loss of these rights could adversely affect us by impairing our ability to influence JUUL.

[removed: Business,] [added: Business of this Form 10-K (“Item 1”),] and *Background* in Note 1.

In this Management’s Discussion and Analysis of Financial Condition and Results of Operations section, Altria refers to the following “adjusted” financial measures: adjusted operating companies income (loss) (“OCI”); adjusted OCI margins; adjusted net earnings attributable to Altria; adjusted diluted earnings [removed: (losses)] per share [removed: (“EPS”)] attributable to Altria; and adjusted effective tax rates.

Except as noted in [removed: *2021] [added: the *2022] Forecasted Results* section below, when Altria provides a non-GAAP measure in this Form 10-K, it also provides a reconciliation of that non-GAAP financial measure to the most directly comparable GAAP financial measure.

[removed: Although much uncertainty] [added: Uncertainty] still surrounds the pandemic, including its [removed: duration] [added: duration, the impact of COVID-19 variants] and [added: the] ultimate overall impact on [removed: U.S.] [added: United States] and global economies, [removed: its subsidiaries’] [added: Altria’s] operations and those of [removed: Altria’s investees, Altria continues to monitor the macroeconomic risks of the COVID-19 pandemic and continues to carefully evaluate potential outcomes and work to mitigate risks.][added: its investees.]

[removed: Altria did not repurchase any] [added: ▪Fewer Shares Outstanding: Fewer] shares [added: outstanding were due to shares repurchased by Altria] under its share repurchase program in [removed: 2020.][added: 2021.]

As with so many other companies throughout the [removed: U.S.] [added: United States] and globally, Altria’s operations have been affected by the COVID-19 pandemic.

Altria continues to [removed: believe] [added: operate in a remote working environment for many employees and believes] that remote working due to the COVID-19 pandemic has had minimal impact on productivity.

Although Altria’s tobacco businesses previously suspended operations temporarily at several of their manufacturing facilities in March 2020, the businesses resumed operations at those facilities under enhanced safety protocols in April [removed: 2020] [added: 2020,] and all manufacturing [added: and non-manufacturing] facilities are currently operational under enhanced safety [removed: protocols.][added: protocols recommended by public health authorities.]

Altria continues to monitor the risks associated with facility disruptions and workforce availability as a result of uncertainty related to the COVID-19 [removed: pandemic.][added: pandemic and guidance from public health officials as it evolves its safety protocols.]

To date, Altria has not experienced any material disruptions to its supply chains or distribution [removed: systems, but is continuing to monitor these factors.][added: systems.]

Altria continues to monitor the risk that [added: the business of] one or more suppliers, distributors or any other entities within [removed: our] [added: its] supply and distribution [removed: chain closes temporarily or permanently.][added: chains may be disrupted.]

[removed: In] [added: ▪COVID-19 Special Items: For the year ended December 31,] 2020, Altria [removed: incurred] [added: recorded] net pre-tax charges [removed: of] [added: totaling] $50 [removed: million, which were] [added: million] directly related to disruptions caused by or efforts to mitigate the impact of the COVID-19 pandemic.

Although Altria’s tobacco businesses have not [removed: been materially impacted] [added: experienced a material adverse impact] to date by the COVID-19 pandemic, there is continued uncertainty as to how the COVID-19 pandemic [added: (including changes in COVID-19-related restrictions and guidelines and new variants)] may impact adult tobacco consumers in the future.

Altria continues to monitor the macroeconomic risks of the COVID-19 pandemic [added: (including risks associated with the timing] and [added: extent of vaccine administration and the impact of COVID-19 variants), and] their effect on adult tobacco consumers, including stay-at-home practices and disposable [removed: income (which] [added: income, which] may be [added: further] impacted by unemployment rates and [removed: fiscal stimulus).][added: inflation.]

Altria also continues to monitor adult tobacco consumers’ purchasing behaviors, including overall tobacco product expenditures, mix between premium and discount brand purchases and adoption of [removed: non-combustible] [added: smoke-free] products.

[removed: Ste.][added: *Ste.]

While Altria [removed: believes] [added: considers the impacts related to the COVID-19 pandemic] that [removed: this decline is temporary, it] [added: have negatively impacted ABI’s global business to be transitory, Altria] will continue to monitor its investment in ABI, including the impact of the COVID-19 pandemic on ABI’s business and market valuation.

While the impact [removed: of the COVID-19 pandemic] was considered in [removed: our] [added: Altria’s] quantitative valuations [removed: during] [added: conducted in connection with] the [removed: year] [added: preparation of its financial statements for the years] ended December 31, [added: 2021 and] 2020, Altria does not believe the COVID-19 pandemic was a primary driver of the [removed: non-cash] [added: non-cash,] pre-tax impairment charge [removed: of $2.6 billion] recorded during [removed: the three months ended September 30,] 2020 or [removed: the $100 million increase] [added: any quarterly changes] in fair value [removed: during] [added: recorded since] the [removed: three months ended December 31,] [added: fourth quarter of] 2020.

Altria will continue to monitor the impact of the COVID-19 pandemic on JUUL’s [removed: business] [added: business, including near-term supply chain constraints, component part shortages and inflation,] in [removed: our] [added: Altria’s] quarterly [added: quantitative] valuations of JUUL.

Altria [removed: has] considered the impact of the COVID-19 pandemic on the business of Cronos, including its sales, distribution, operations, supply chain and liquidity.

Altria will continue to monitor [removed: its investment in Cronos, including] the impact of the COVID-19 pandemic on Cronos’s [removed: business] [added: business, including as a result of new variants, near-term supply chain challenges, inflation] and market valuation.

The changes in net earnings (losses) [added: attributable to Altria] and diluted [removed: EPS] [added: earnings (losses) per share (“EPS”)] attributable to Altria for the year ended December 31, [removed: 2020,] [added: 2021,] from the year ended December 31, [removed: 2019,] [added: 2020,] were due primarily to the following:

| [removed: For] [added: | | | | | | For] the [removed: year ended] [added: Year Ended] December 31, [removed: 2019] [added: 2021] | | | [removed: $] | [removed: (1,293)] | | | | | [removed: $] | [removed: (0.70)] | |

| [removed: 2019] Asset impairment, exit, [removed: implementation] [added: implementation, acquisition] and [removed: acquisition-related] [added: disposition-related] costs | | | [removed: 269] [added: —] | | | | | | [removed: 0.15] [added: 2] | | | [added: | | | | | |]

| [removed: 2019] Tobacco and health [added: and certain other] litigation items | | | [removed: 58] | | | [added: 83] | | | [added: 21 | | | 62 | | | 62 | | |] 0.03 | | | [added: | | |]

| [removed: 2019] Impairment of JUUL equity securities | | | [removed: 8,600] | | | [added: 2,600] | | | [removed: 4.60] [added: —] | | | [added: 2,600 | | | 2,600 | | | 1.40 | | | | | |]

| [removed: 2019] ABI-related special items [removed: (1)] | | | [removed: (303) | | | | | | (0.16)] [added: 2.66] | | |

| [removed: 2019] Cronos-related special items | | | [removed: 640 | | | | | | 0.34] [added: 0.25] | | |

| [removed: 2019] Tax items | | | [removed: (99)] | | | [added: —] | | | [removed: (0.05)] [added: 3] | | | [added: (3) | | | (3) | | | — | | | | | |]

| 2020 NPM Adjustment Items | | | [removed: (3)] [added: 3] | | | | | | — | | |

| 2020 Asset impairment, exit, [removed: implementation] [added: implementation, acquisition] and [removed: acquisition-related] [added: disposition-related] costs | | | [removed: (342)] [added: 342] | | | | | | [removed: (0.18)] [added: 0.18] | | |

| 2020 Tobacco and health [added: and certain other] litigation items | | | [removed: (62)] [added: 62] | | | | | | [removed: (0.03)] [added: 0.03] | | |

| 2020 Impairment of JUUL equity securities | | | [removed: (2,600)] [added: 2,600] | | | | | | [removed: (1.40)] [added: 1.40] | | |

| 2020 JUUL changes in fair value | | | [removed: 100] [added: (100)] | | | | | | [removed: 0.05] [added: (0.05)] | | |

| 2020 ABI-related special items | | | [removed: (603)] [added: 603] | | | | | | [removed: (0.32)] [added: 0.32] | | |

| 2020 Cronos-related special items | | | [removed: (53)] [added: 53] | | | | | | [removed: (0.03)] [added: 0.03] | | |

| 2020 COVID-19 special items | | | [removed: (37)] [added: 37] | | | | | | [removed: (0.02)] [added: 0.02] | | |

| 2020 Tax items | | | [removed: (50)] [added: 50] | | | | | | [removed: (0.03)] [added: 0.03] | | |

| Subtotal 2020 special items | | | [removed: (3,650)] [added: 3,650] | | | | | | [removed: (1.96)] [added: 1.96] | | |

| Fewer shares outstanding | | | — | | | | | | [removed: 0.02] [added: 0.03] | | |

Additionally, refer to Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations in Altria’s 2020 Annual Report on Form 10-K for management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2020 compared to the year ended December 31, 2019.

*Background and Basis of Presentation* to the consolidated financial statements in Item 8.

The COVID-19 pandemic has led to adverse impacts on the United States and global economies and continues to create economic uncertainty, including due to variants of the COVID-19 virus, even as COVID-19 vaccines have been and continue to be administered and certain portions of the United States and global economies have begun to operate with reduced restrictions on consumer movements and business operations.

Altria continues to monitor the macroeconomic risks arising in part from the COVID-19 pandemic (including labor shortages, inflation and supply change shortages) and continues to carefully evaluate potential outcomes and work to mitigate risks.

In terms of Altria’s liquidity,

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despite some temporary volatility in commercial paper markets in 2020, Altria has not experienced a material adverse impact to its liquidity.

Altria also continues to monitor the inflationary environment arising in part from the COVID-19 pandemic and its impact on Altria’s financial position and results of operations.

For the year ended December 31, 2021, inflation did not have a material impact on Altria’s MSA expense or on direct materials and other costs.

While Altria anticipates that inflation will continue at increased levels in 2022, it does not believe the impacts will be material to Altria’s financial position and results of operations.

See *Operating Results by Business Segment - Tobacco Space - State Settlement Agreements* below for further discussion on MSA expense.

Altria’s suppliers and those within its distribution chain continue to be subject to potential facility closures, remote working protocols, labor shortages, supply chain disruptions and inflation.

Altria believes that the COVID-19 pandemic altered adult tobacco consumer behaviors and purchasing patterns, particularly in the earlier stages of the pandemic.

While the number of adult tobacco consumer trips to the store remain below pre-pandemic levels and tobacco expenditures per trip remain elevated, the environment continues to evolve as the effects of government stimulus have lessened and consumer mobility returns to more normal levels.

See *Operating Results by Business Segment - Tobacco Space Business Environment - Summary* below for further discussion of economic conditions and the impact on adult tobacco consumer purchasing behavior.

During 2021, ABI continued to be impacted by the COVID-19 pandemic, including the effects of COVID-19 variants, supply-chain constraints across certain markets, adverse transactional foreign exchange rates, inflation and commodity cost headwinds.

See Note 6 for further discussion of Altria’s investment in ABI, including the recording of a $6.2 billion non-cash, pre-tax impairment charge in 2021.

JUUL’s operations were negatively impacted in 2020 and 2021 by the COVID-19 pandemic due to stay-at-home practices and government-mandated restrictions.

See Note 6 for further discussion of Altria’s investment in JUUL.

During 2020 and 2021, Cronos was adversely impacted by the COVID-19 pandemic, due in part to government actions limiting access to retail stores in the United States and Canada.

See Note 6 for further discussion of Altria’s investment in Cronos.

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| 2021 NPM Adjustment Items | | | 57 | | | | | | 0.03 | | |

| 2021 Loss on early extinguishment of debt | | | (496) | | | | | | (0.27) | | |

| Subtotal 2021 special items | | | (6,044) | | | | | | (3.27) | | |

| Operations | | | 435 | | | | | | 0.24 | | |

| % Change | | | (44.6) | | % | | | | (44.2) | | % |

| % Change | | | 5.0 | | % | | | | 5.7 | | % |

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▪favorable net periodic benefit income, excluding service cost; and

▪higher income from Altria’s equity investment in ABI.

Altria expects 2022 adjusted diluted EPS growth to be weighted toward the second half of the year.

Altria will continue to monitor conditions related to (i) the economy, including the impact of increased inflation, (ii) the impact of current and future COVID-19 variants and mitigation strategies, (iii) adult tobacco consumer dynamics, including tobacco usage occasions, available disposable income, purchasing patterns and adoption of smoke-free products and (iv) regulatory and legislative developments.

The guidance range also includes anticipated inflationary increases in MSA expenses and direct materials costs and Altria’s current expectation that PM USA will not have access to the *IQOS* system in 2022.

| | | | | | |

| Loss on early extinguishment of debt | | | 0.27 | | |

| | | | | | |

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measures used by other companies.

The COVID-19 pandemic has led to adverse impacts on the U.S. and global economies and continues to create economic uncertainty.

In terms of Altria’s liquidity, despite some volatility in the commercial paper market in March 2020, Altria was able to build and maintain a higher cash balance than normal to preserve its financial flexibility.

As a precautionary measure, in March 2020, Altria borrowed the full $3.0 billion available under its senior unsecured 5-year revolving credit agreement (as amended, the “Credit Agreement”), which Altria subsequently repaid in full in June 2020.

In May 2020, Altria issued $2.0 billion of long-term debt in the form of senior unsecured notes.

In April 2020, the Board of Directors rescinded the $500 million remaining in the previously authorized $1.0 billion share repurchase program.

Altria has implemented remote working for many employees and aligned with the social distancing protocols recommended by public

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health authorities.

Altria’s suppliers and those within its distribution chain are also subject to government actions that may require the closure of a facility and remote working protocols.

The majority of retail stores in which Altria’s tobacco products are sold, including convenience stores, have been deemed to be essential businesses by authorities and have remained open.

In March 2020, PM USA temporarily closed its Atlanta and Richmond *IQOS* stores and paused its *IQOS* interactive marketing efforts.

In June 2020, PM USA re-opened its Atlanta and Richmond *IQOS* stores, and in July 2020, PM USA launched *IQOS* in Charlotte, with all stores operating under enhanced safety protocols.

These costs, which were recorded in the second quarter and excluded from Altria’s adjusted results, included premium pay, personal protective equipment and health screenings, partially offset by certain employment tax credits.

These net pre-tax charges do not include the inventory-related implementation costs associated with the wine business strategic reset.

While Altria’s tobacco businesses have not been materially impacted to date by the COVID-19 pandemic, Altria has experienced adverse impacts to its alcohol assets.

In the wine business, Ste.

Michelle’s direct-to-consumer sales and on-premise wine sales in restaurants, bars and hospitality venues and on cruise lines have been, and continue to be, negatively impacted by disruptions arising from the COVID-19 pandemic, which also may have an impact on adult wine consumers going forward.

In 2020, against a backdrop of product volume demand uncertainty and long-term, non-cancelable grape purchase commitments, which have been further negatively impacted by the COVID-19 pandemic (including economic uncertainty and government actions that restrict direct-to-consumer sales and on-premise sales), Ste.

Michelle recorded pre-tax charges of $411 million consisting primarily of (i) the write-off of inventory and (ii) estimated losses on future non-cancelable grape purchase commitments.

Altria and Ste.

Michelle also undertook a review of the wine business resulting in a strategic reset.

Michelle continues to monitor the impact of the COVID-19 pandemic associated risks to its business, results of operations, cash flows and financial position.

ABI has also been impacted by the COVID-19 pandemic, including (i) a 50% reduction to its final 2019 dividend paid in the second quarter of 2020 and a decision to forgo its interim 2020 dividend that would have been paid in the fourth quarter of 2020; (ii) the withdrawal of its guidance for 2020 due to the uncertainty, volatility and impact of the COVID-19 pandemic; and (iii) a goodwill impairment charge related to its Africa businesses in 2020.

In addition, the extreme market disruption and volatility associated with the COVID-19 pandemic resulted in a steep decline in ABI’s stock price in the first half of 2020.

Although there was a gradual recovery in ABI’s stock price in the second half of 2020, the fair value of Altria’s investment in ABI is below the carrying value.

Cronos has been and continues to be impacted by the COVID-19 pandemic, due in part to government action requiring closures or limited occupancy of retail stores in the United States.

During the second quarter of 2020, Cronos recorded an impairment charge on goodwill and intangible assets as a result of the impact of the COVID-19 pandemic (which Altria recorded in the

third quarter of 2020 due to its one-quarter lag in reporting Cronos’s results).

| Subtotal 2019 special items | | | 9,165 | | | | | | 4.91 | | |

| Operations | | | 353 | | | | | | 0.19 | | |

| % Change | | | 100%+ | | | | | | 100%+ | | |

| % Change | | | 3.1 | | % | | | | 3.6 | | % |

(1) Prior period amounts have been recast to conform with current period presentation for certain ABI mark-to-market adjustments that were not previously identified as special items and that are now excluded from Altria’s adjusted financial measures.

▪Fewer Shares Outstanding: Fewer shares outstanding during 2020 compared with 2019 were due primarily to the timing of shares repurchased by Altria in 2019 under its share repurchase program.

partially offset by:

▪lower income from Altria’s equity investments in ABI and Cronos;

▪higher amortization expense;

▪higher interest and other debt expense, net; and

▪lower income from the wine segment.

Altria will continue to monitor conditions related to (i) unemployment rates, (ii) fiscal stimulus, (iii) adult tobacco consumer dynamics, including stay-at-home practices, disposable income, purchasing patterns and adoption of non-combustible products, (iv) regulatory and legislative (including excise tax) developments, (v) the timing and breadth of COVID-19 vaccine deployment and (vi) expectations for adjusted earnings contributions from its alcohol assets.

The following table provides the fair value of Altria’s long-term debt and the change in fair value based on a 1% increase or decrease in market interest rates at December [removed: 31, 2020 and 2019:][added: 31:]

| (in billions) | | | | | | [removed: December 31, 2020] [added: 2021] | | | | | | [removed: December 31, 2019] [added: 2020] | | |

| Fair value | | | | | | $ | [removed: 34.7] [added: 30.5] | | | | | $ | [removed: 30.7] [added: 34.7] | |

| Decrease in fair value from a 1% increase in market interest rates | | | | | | 2.7 | | | | | | [removed: 2.4] [added: 2.7] | | |

| Increase in fair value from a 1% decrease in market interest rates | | | | | | [removed: 3.1] [added: 3.2] | | | | | | [removed: 2.7] [added: 3.1] | | |

Interest rates on borrowings under the Credit Agreement are expected to be based on the London Interbank Offered Rate (“LIBOR”), or a [removed: mutually agreed upon] [added: fallback] benchmark [removed: rate,] [added: rate determined based on prevailing market convention,] plus a percentage based on the higher of the ratings of Altria’s long-term senior unsecured debt from Moody’s and [removed: Standard & Poor’s.][added: S&P.]

The applicable percentage based on Altria’s long-term senior unsecured debt ratings at December 31, [removed: 2020] [added: 2021] for borrowings under the Credit Agreement was 1.0%.

At December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] Altria had no borrowings under the Credit Agreement.

The following table provides (i) fair values of the Fixed-price Preemptive Rights and Cronos warrants and (ii) the change in fair value based on a 10% increase or decrease in the quoted market price of Cronos shares at December [removed: 31, 2020 and 2019:][added: 31:]

| Fair values | | | | | | $ | [removed: 24] [added: 1] | | | | | $ | [removed: 69] [added: 24] | | | | | $ | [removed: 139] [added: 14] | | | | | $ | [removed: 234] [added: 139] | |

| Change in fair value based on a 10% increase/decrease in the quoted market price of Cronos shares | | | | | | [removed: 6] [added: —] | | | | | | [removed: 13] [added: 6] | | | | | | [removed: 28] [added: 5] | | | | | | [removed: 37] [added: 28] | | |

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| | | | | | | 2021 | | | | | | 2020 | | | | | | 2021 | | | | | | 2020 | | |

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| | | | | | | December 31, 2020 | | | | | | December 31, 2019 | | | | | | December 31, 2020 | | | | | | December 31, 2019 | | |

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Altria’s [removed: 10-Year] Vision [added: by 2030] is to responsibly lead the transition of adult smokers to a [removed: non-combustible] [added: smoke-free] future (“Vision”).

Altria is [removed: *Moving Beyond Smoking*,] [added: *Moving* *Beyond* S*moking*TM,] leading the way in moving adult smokers away from cigarettes by taking action to transition millions to potentially less harmful choices - believing it is a substantial opportunity for adult tobacco consumers, Altria’s businesses and society.

[removed: At December 31, 2020,] Altria’s wholly owned subsidiaries [removed: included] [added: include] Philip Morris USA Inc. (“PM USA”), which is engaged in the manufacture and sale of cigarettes in the United [removed: States (including super premium cigarettes previously manufactured and sold by Sherman Group Holdings, LLC and its subsidiaries (“Nat Sherman”));] [added: States;] John Middleton Co. (“Middleton”), which is engaged in the manufacture and sale of machine-made large cigars and pipe tobacco and is a wholly owned subsidiary of PM USA; UST LLC (“UST”), which through its wholly owned [removed: subsidiaries, including] [added: subsidiary] U.S. Smokeless Tobacco Company LLC [removed: (“USSTC”)] [added: (“USSTC”), is engaged in the manufacture] and [removed: Ste.][added: sale of moist smokeless tobacco products (“MST”) and snus products; Helix Innovations LLC (“Helix”), which operates in the United States and Canada, and Helix Innovations GmbH and its subsidiaries (“Helix ROW”), which operate internationally in the rest-of-world, are engaged in the manufacture and sale of *on!* oral nicotine pouches; and Philip Morris Capital Corporation (“PMCC”), which maintains a portfolio of finance assets, substantially all of which are leveraged leases.]

Other Altria wholly owned subsidiaries [removed: included] [added: include] Altria Group Distribution Company, which provides sales and distribution services to [removed: certain Altria] [added: Altria’s domestic tobacco] operating [removed: subsidiaries,] [added: companies,] and Altria Client Services LLC (“ALCS”), which provides various support services in areas such as legal, regulatory, consumer engagement, finance, human resources and external affairs to [removed: Altria and its subsidiaries.][added: Altria.]

In 2019, Helix acquired Burger Söhne Holding and its subsidiaries as well as certain affiliated companies [removed: (the “Burger Group”)] that are engaged in the manufacture and sale of *on!* oral nicotine pouches.

At closing, Altria owned an 80% interest in Helix, for which Altria paid $353 [removed: million in 2019.][added: million.]

Altria’s reportable segments are smokeable [removed: products, oral tobacco] products and [removed: wine.][added: oral tobacco products.]

[removed: At December 31, 2020,] Altria’s investments in equity securities [removed: consisted] [added: consist] of Anheuser-Busch InBev SA/NV (“ABI”), Cronos Group Inc. (“Cronos”) and JUUL Labs, Inc. (“JUUL”).

The products of Altria’s tobacco [removed: subsidiaries include] [added: operating companies include:] (i) smokeable tobacco products, consisting of combustible cigarettes manufactured and sold by PM USA [removed: (including super premium cigarettes previously] [added: and machine-made large cigars and pipe tobacco] manufactured and sold by [removed: Nat Sherman)] [added: Middleton;] and [removed: machine-made large][added: (ii) oral tobacco products, consisting of MST and snus products manufactured and sold by USSTC and oral nicotine pouches manufactured and sold by Helix.]

*▪*Cigarettes: PM USA is the largest cigarette company in the United [added: States and substantially all cigarettes are manufactured and sold to customers in the United] States.

Total smokeable products segment’s cigarettes shipment volume in the United States was [removed: 101.4] [added: 93.8] billion units in [removed: 2020,] [added: 2021,] a decrease of [removed: 0.4%] [added: 7.5%] from [removed: 2019.][added: 2020.]

Total smokeable products segment’s cigars shipment volume was approximately 1.8 billion units in [removed: 2020, an increase of 9.0%] [added: 2021, essentially unchanged] from [removed: 2019.][added: 2020.]

The oral tobacco products segment includes the premium brands, *Copenhagen* and *Skoal*, and value [removed: brands,] [added: brand,] *Red [removed: Seal* and *Husky,*] [added: Seal*,] sold by USSTC.

Total oral tobacco products segment’s shipment volume was [removed: 819.6] [added: 820.3] million units in [removed: 2020, an increase of 1.2%] [added: 2021, essentially unchanged] from [removed: 2019, primarily driven by *on!*.][added: 2020.]

[removed: ▪Innovative] [added: *▪*Innovative] tobacco products: In December 2013, Altria’s subsidiaries entered into a series of agreements with Philip Morris International Inc. (“PMI”), including an agreement that grants Altria an exclusive right to commercialize certain of PMI’s heated tobacco products in the United States, subject to the [removed: United States] [added: U.S.] Food and Drug Administration’s (“FDA”) authorization of the applicable products.

PMI submitted a pre-market tobacco product application (“PMTA”) and modified risk tobacco product [added: (“MRTP”)] application with the FDA for its electronically heated tobacco products, comprising the *IQOS Tobacco Heating [removed: System.* In April 2019, the FDA authorized the PMTA for the *IQOS Tobacco Heating System* and in July 2020, the FDA authorized the marketing of this system as a modified risk tobacco product with a reduced exposure claim.][added: System*.]

[removed: ▪Distribution,] [added: *▪*Distribution,] Competition and Raw Materials: Altria’s tobacco subsidiaries sell their tobacco products principally to wholesalers (including distributors) and large retail organizations, including chain stores.

[removed: ▪Customers:] [added: *▪*Customers:] For a discussion of PM USA, USSTC, Helix and Middleton’s largest customers, including their percentages of Altria’s consolidated net revenues for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] see Note 15.

Directors, Executive Officers and Corporate Governance - *Information about Our Executive Officers as of February 15, [removed: 2021*] [added: 2022*] of this Form 10-K.

[removed: ▪Human] [added: *▪*Human] Capital Resources: We believe our workforce is critical to achieving our Vision.

Attracting, developing and retaining the best talent with the skills to make significant progress [removed: against] [added: toward] our Vision is a key business priority.

Our Human Resources department is responsible for managing employment-related matters, including recruiting and hiring, onboarding, compensation [added: and benefits] design and implementation, performance management, advancement and succession planning and professional and learning development.

Our [removed: inclusion and] [added: inclusion,] diversity [removed: (“I&D”)] [added: and equity (“ID&E”)] programs are managed by our Corporate Citizenship department.

[removed: The] [added: Our Board of Directors (“Board of Directors” or “Board”) and the] Compensation and Talent Development Committee [removed: reviews] [added: provide oversight of human capital matters, including reviewing] initiatives and programs related to corporate culture and enterprise-wide talent development, including our [removed: I&D] [added: ID&E] initiatives.

[removed: *Inclusion] [added: *Inclusion, Diversity] and [removed: Diversity*][added: Equity*]

We recognize the critical importance of [removed: I&D] [added: ID&E] in pursuing our Vision and believe in the value of a workforce composed of a broad spectrum of backgrounds and cultures.

In 2020, we established the following aspirational [removed: I&D aiming points] [added: Inclusion & Diversity Aiming Points] to help guide our [removed: efforts over the next 10 years:][added: efforts:]

[added: Depending on] employee level, total compensation includes different elements – base salary, annual cash incentives, long-term equity and cash incentives and benefits.

Based on the most recent annual analysis we conducted in November [removed: 2020,] [added: 2021, adjusting] for [removed: employees performing the same or similar duties,] [added: factors generally considered to be legitimate differentiators of salary, such as performance and tenure,] salaries of our female employees were [removed: 98.2%] [added: 99.6%] of those of our male employees, and salaries of our non-white employees were [removed: 98.5%] [added: 99.9%] of those of our white employees.

In addition to cash and equity compensation, we offer generous employee benefits such as significant company contributions to deferred profit sharing plans, consumer-driven health plan coverage, vacation and holiday pay, [added: disability and life insurance, and] up to 12 weeks paid parental and family leave for birth, adoption and foster [removed: placement, and disability] [added: placement] and [removed: life insurance.][added: an additional six weeks paid leave for birth mothers.]

Our benefits also include [added: mental health and] wellness benefits and family creation assistance benefits, such as adoption assistance and coverage for fertility treatments.

Employees have access to a wide variety of development programs, including new employee onboarding, classroom and self-guided training programs, technical [added: training, including] training [added: to maintain professional certifications,] and our educational refund program for continuing education.

We regularly conduct anonymous employee engagement surveys to seek feedback on a variety of topics, including employee satisfaction, [removed: confidence in company] [added: support from] leadership, corporate culture and culture of compliance.

In addition, in [removed: 2020,] [added: 2021,] we conducted [added: quarterly] employee surveys to gauge [added: topics such as] employee well-being in light of the COVID-19 [removed: pandemic] [added: pandemic, inclusion] and [removed: altered work environments, including working from home.][added: workload.]

Our [removed: most recent OSHA] [added: Occupational Safety and Health Administration] recordable injury rate [removed: of] [added: for 2021 was 1.7% (versus] 1.9% [removed: from 2019 is lower than] [added: for 2020) and remains below] the benchmark for companies in the U.S. Beverage and Tobacco Product Manufacturing industry classification.

In response to the COVID-19 pandemic, we [removed: rapidly] implemented safety measures [added: aligned with Centers for Disease Control and Prevention guidelines] to help protect our employees, including remote work for non-manufacturing salaried employees [removed: and, at our manufacturing locations, social distancing protocols, daily temperature checks] and additional cleaning and sanitation practices.

[removed: Twenty-seven] [added: Thirty] percent of [removed: those] [added: our] employees were hourly manufacturing employees and members of labor unions subject to collective bargaining agreements.

[removed: In addition to supplier diversity efforts referenced above, we] [added: We] support efforts to address human capital concerns in the tobacco supply chain.

More information about efforts discussed in this section can be found in our Corporate Responsibility [removed: Progress Report] [added: Reports] at www.altria.com/responsibility.

[removed: ▪Intellectual] [added: *▪*Intellectual] Property: Trademarks are of material importance to Altria and its operating companies, and are protected by registration or otherwise.

On October 1, 2021, UST sold its subsidiary, International Wine & Spirits Ltd. (“IWS”), which included Ste.

Michelle”), in an all-cash transaction with a net purchase price of approximately $1.2 billion and the assumption of certain liabilities of IWS and its subsidiaries (the “Ste.

Michelle Transaction”).

At December 31, 2021, Altria owned 100% of the global *on!* business as a result of transactions in December 2020 and April 2021 to purchase the remaining 20% interest in (i) Helix ROW and (ii) Helix, respectively.

The total purchase price of the December 2020 and April 2021 transactions was approximately $250 million.

Prior to October 1, 2021, wine products produced and/or distributed by Ste.

Michelle constituted the reportable wine segment.

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In 2019, based on FDA authorized PMTAs, PM USA began commercialization of the *IQOS Tobacco Heating System* in select markets.

In connection with a patent dispute, the U.S. International Trade Commission (“ITC”) issued a limited exclusion order barring the importation of the *IQOS* devices, *Marlboro HeatSticks* and infringing components into the United States and a cease and desist order barring domestic sales, marketing and distribution of these imported products effective November 29, 2021.

In December 2021, defendants appealed the orders to the U.S. Court of Appeals for the Federal Circuit.

Due to this litigation, PM USA removed the *IQOS* devices and *Marlboro HeatSticks* from the marketplace.

PM USA does not expect to have access to *IQOS* devices or *Marlboro HeatSticks* in 2022.

For a further discussion of the ITC decision, see Note 18.

*Contingencies* to the consolidated financial statements in Item 8 (“Note 18”).

In October 2021, the FDA authorized the marketing and sale of four of USSTC’s *Verve* oral nicotine products, including Green Mint and Blue Mint varieties, representing the first flavored product authorizations issued by the FDA for newly deemed products.

These products are not currently marketed or sold.

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As of December 31, 2021, women represented 32% of vice president-level and 41% of director-level roles; Asian, Black, Hispanic or employees of two or more races represented 24% of our vice president-level and 26% of our director-level roles.

In addition, we offered financial incentives to our employees to encourage vaccination against COVID-19.

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Our goal is for every Altria employee to have an injury-free career, which is supported by our Safety Management System (“SMS”).

We strive for continuous improvement in our employee safety program through SMS infrastructure.

We also established a COVID-19 Task Force and a Return to Workplace team to facilitate the decision-making process as we navigated the evolving COVID-19 environment and its impacts on our employees.

At December 31, 2021, we employed approximately 6,000 people (a decrease from approximately 7,100 at December 31, 2020 driven by the sale of the wine business).

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and natural resource damages under Superfund or other laws and regulations.

Michelle”), is engaged in the manufacture and sale of moist smokeless tobacco products (“MST”), snus products and wine; and Philip Morris Capital Corporation (“PMCC”), which maintains a portfolio of finance assets, substantially all of which are leveraged leases.

In addition, at December 31, 2020, Altria owned an 80% interest in Helix Innovations LLC (“Helix”), which is engaged in the manufacture and sale of oral nicotine pouches.

In the first quarter of 2020, Altria renamed its smokeless products segment as the oral tobacco products segment.

At December 31, 2020, Altria had a 10.0% ownership interest in ABI.

In December 2018, Altria made an investment in JUUL by purchasing shares of non-voting convertible common stock of JUUL representing a 35% ownership interest.

JUUL is engaged in the manufacture and sale of e-vapor products in the U.S. and certain international markets.

In November 2020, Altria exercised its rights to convert its non-voting shares to voting shares (“Share Conversion”).

Altria does not currently intend to exercise its additional governance rights obtained upon Share Conversion, including the right to elect directors to JUUL’s board, or to vote its JUUL shares other than as a passive investor, pending the outcome of the U.S. Federal Trade Commission (“FTC”) administrative complaint.

At December 31, 2020, Altria had a 35% ownership interest in JUUL.

In March 2019, Altria acquired a 45% ownership interest in Cronos, a global cannabinoid company headquartered in Toronto, Canada.

At December 31, 2020, Altria had a 43.5% ownership interest in Cronos.

Altria Group Distribution Company provides sales and distribution services to Altria’s tobacco operating companies.

cigars and pipe tobacco manufactured and sold by Middleton; and (ii) oral tobacco products, consisting of MST and snus products manufactured and sold by USSTC and oral nicotine pouches manufactured and sold by Helix.

The oral tobacco products category volume increased in 2020 driven primarily by growth in oral nicotine pouches.

In December 2020, the FDA authorized the PMTA for a new generation of the *IQOS* *Tobacco Heating System*, *IQOS* 3*.* The modified risk tobacco product application for the original *IQOS Tobacco Heatin*g *System* does not apply to *IQOS* 3.

Future generations of the *IQOS Tobacco Heating System* will require separate PMTA and modified risk tobacco production application authorization from the FDA.

Wine

Ste.

Michelle is a producer and supplier of premium varietal and blended table wines and of sparkling wines.

Michelle is a leading producer of Washington state wines, primarily *Chateau Ste.

Michelle* and *14 Hands*, and owns wineries in or distributes wines from several other domestic and foreign wine regions.

Michelle’s total 2020 wine shipment volume of approximately 7.3 million cases decreased 12.0% from 2019.

Michelle holds an 85% ownership interest in Michelle-Antinori, LLC, which owns *Stag’s Leap Wine Cellars* in Napa Valley.

Michelle also owns *Conn Creek* in Napa Valley, *Patz & Hall* in Sonoma and *Erath* in Oregon.

In addition, Ste.

Michelle imports and markets *Antinori* wine and *Champagne Nicolas Feuillatte* products in the United States.

*▪*Distribution, Competition and Raw Materials: Key elements of Ste.

Michelle’s strategy are expanded domestic distribution of its wines, especially in certain retail channels categories such as restaurants, wholesale clubs, supermarkets, wine shops and mass merchandisers, and a focus on improving product mix to higher-priced, premium products.

Michelle uses grapes harvested from its own vineyards or purchased from independent growers, as well as bulk wine purchased from other sources.

At the present time, Ste.

Michelle believes there is a sufficient supply of grapes and bulk wine available in the market to satisfy its current and expected production requirements.

For further discussion of the foregoing matters, the wine business environment, trends in market demand and competitive conditions, and related risks, see Item 1A and *Wine Segment - Business Environment* in Item 7.

Our Board of Directors (“Board of Directors” or “Board”) and two of our Board’s committees provide oversight of human capital matters.

The Nominating, Corporate Governance and Social Responsibility Committee reviews our social responsibility initiatives and goals, which include our efforts to work with diverse, high-quality suppliers and to address societal issues within our companies’ supply chains.

We also believe in the importance of diverse suppliers throughout our companies’ supply chains, including minority, women, veteran and LGBTQ+-owned businesses.

Depending on

After adjusting for factors generally considered to be legitimate differentiators of salary, such as performance and tenure, the percentages increased to 99.4% and 99.6%, respectively.

Our safety goal is for all employees to have an injury-free career.

We regularly update our policies, procedures and equipment as new developments occur in safety and health standards and communicate safety messages and provide safety training as appropriate throughout our companies.

At December 31, 2020, we employed approximately 7,100 people.

Altria’s consolidated financial statements and accompanying notes for the year ended December 31, [removed: 2020] [added: 2021] were filed on Form 8-K on January [removed: 28, 2021] [added: 27, 2022] (such consolidated financial statements and accompanying notes are also included in Item 8).

In *Gloger*, in February 2022, the Florida Third District Court of Appeals reversed the trial court verdict against PM USA and R.J. Reynolds Tobacco Company and remanded the case for a new trial.

In *Jordan*, in February 2022, PM USA filed a notice to invoke the discretionary jurisdiction of the Florida Supreme Court.

In *Kaplan*, in February 2022, the Florida Supreme Court vacated the $2 million compensatory damages award against PM USA based on its decision in *Sheffield* and remanded the case to the Florida Fourth District Court of Appeals for reconsideration.

▪E-Vapor Product Litigation

In the lawsuit filed by the Alaska Attorney General, in February 2022, the court granted Altria’s motion to dismiss the public nuisance claim, but denied its motion to dismiss the other claims.

In February 2022, in the FTC administrative complaint against Altria and JUUL, the administrative law judge dismissed the FTC’s complaint.

FTC complaint counsel appealed that decision to the FTC Commissioners.

Any adverse ruling the FTC Commissioners issue following their review may be appealed to any U.S. Court of Appeals.

In *Berger* (*Cote*), as a result of the Eleventh Circuit Court of Appeals’ decision affirming the punitive damages award, PM USA recorded a pre-tax provision of $21 million, including interest, for such award in the first quarter of 2021.

PM USA previously recorded a pre-tax provision of approximately $6 million, including interest, for the compensatory damages award.

PM USA paid these amounts, plus fees in the amount of $1.5 million, in February 2021.

In *Santoro*, as a result of the Florida Supreme Court’s denial of PM USA’s appeal of the punitive damages award, PM USA recorded a pre-tax provision of $0.1 million, including interest, for such award in the first quarter of 2021.

PM USA previously recorded a pre-tax

[Table of](#ib9feb7177e6c4e279899d3c68273e2f5_7) [Contents](#ib9feb7177e6c4e279899d3c68273e2f5_7)

provision of approximately $0.8 million, including interest, for the compensatory damages award.

In January 2021, PM USA paid the recorded amounts, plus fees and additional interest.

In *Sommers*, as a result of the Florida Third District Court of Appeals’ non-appealable decision affirming an award of attorneys’ fees, costs and interest, PM USA recorded a pre-tax provision of approximately $3 million, including interest, for such award in the first quarter of 2021.

▪Non-Engle Progeny Trial Results

In *Greene*, a case with a trial court judgment against PM USA for $30 million, in February 2021, the trial court awarded plaintiff attorneys’ fees and costs in the amount of approximately $2.3 million.

In February 2021, PM USA served its post-trial motions, including to reverse the judgment or for a new trial.

In February 2021, the Massachusetts Supreme Judicial Court asserted jurisdiction over the appeal in *Laramie*.

▪Health Care Cost Recovery Litigation

NPM Adjustment Disputes: In connection with a proceeding pursuant to the New York settlement where an independent investigator was to determine the amounts due to the participating manufacturers from New York for 2019 and 2020, the investigator issued its determination in February 2021.

Pursuant to that determination, PM USA expects to receive approximately $56 million in April 2021 and approximately the same amount in April 2022.

▪IQOS Litigation

In the lawsuit filed by RAI Strategic Holdings, Inc. and R.J. Reynolds Vapor Co. claiming patent infringement based on the sale of the *IQOS* electronic device and *HeatSticks* in the United States, the defendants filed counterclaims alleging that plaintiffs’ e-vapor products infringe patents owned by one or more defendants.

In December 2020, the court stayed the case due to the COVID-19 pandemic.

In February 2021, the court lifted the stay with respect to defendants’ counterclaims.

The FTC has postponed the administrative trial against Altria and JUUL, originally scheduled to begin in April 2021, until June 2021.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

As of June 30, [removed: 2020,] [added: 2021,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $73] [added: $88] 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: 2021] [added: 2022] | | | | | |

| Common Stock, $0.33 1/3 par value | | | [removed: 1,858,689,654] [added: 1,817,257,322] | | | shares | | |

| Portions of the registrant’s definitive proxy statement for use in connection with its annual meeting of shareholders to be held on May [removed: 20, 2021,] [added: 19, 2022,] to be filed with the [added: U.S.] Securities and Exchange Commission on or about April [removed: 8, 2021,] [added: 7, 2022,] are incorporated by reference into Part III hereof. | | |

| Item 1. | | | [removed: [Business](#ib9feb7177e6c4e279899d3c68273e2f5_13)] [added: [Business](#i8812d9e499cc48adb68667ba26945936_13)] | | | [removed: [1](#ib9feb7177e6c4e279899d3c68273e2f5_13)] [added: [1](#i8812d9e499cc48adb68667ba26945936_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ib9feb7177e6c4e279899d3c68273e2f5_16)] [added: Factors](#i8812d9e499cc48adb68667ba26945936_16)] | | | [removed: [5](#ib9feb7177e6c4e279899d3c68273e2f5_16)] [added: [5](#i8812d9e499cc48adb68667ba26945936_16)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ib9feb7177e6c4e279899d3c68273e2f5_19)] [added: Comments](#i8812d9e499cc48adb68667ba26945936_19)] | | | [removed: [14](#ib9feb7177e6c4e279899d3c68273e2f5_19)] [added: [14](#i8812d9e499cc48adb68667ba26945936_19)] | | |

| Item 2. | | | [removed: [Properties](#ib9feb7177e6c4e279899d3c68273e2f5_22)] [added: [Properties](#i8812d9e499cc48adb68667ba26945936_22)] | | | [removed: [14](#ib9feb7177e6c4e279899d3c68273e2f5_22)] [added: [14](#i8812d9e499cc48adb68667ba26945936_22)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ib9feb7177e6c4e279899d3c68273e2f5_25)] [added: Proceedings](#i8812d9e499cc48adb68667ba26945936_25)] | | | [removed: [14](#ib9feb7177e6c4e279899d3c68273e2f5_25)] [added: [14](#i8812d9e499cc48adb68667ba26945936_25)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ib9feb7177e6c4e279899d3c68273e2f5_28)] [added: Disclosures](#i8812d9e499cc48adb68667ba26945936_28)] | | | [removed: [15](#ib9feb7177e6c4e279899d3c68273e2f5_28)] [added: [14](#i8812d9e499cc48adb68667ba26945936_28)] | | |

| Item 5. | | | [Market for [removed: Registrant's] [added: Registrant’s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ib9feb7177e6c4e279899d3c68273e2f5_34)] [added: Securities](#i8812d9e499cc48adb68667ba26945936_34)] | | | [removed: [16](#ib9feb7177e6c4e279899d3c68273e2f5_34)] [added: [15](#i8812d9e499cc48adb68667ba26945936_34)] | | |

| Item 7. | | | [removed: [Management's] [added: [Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib9feb7177e6c4e279899d3c68273e2f5_40)] [added: Operations](#i8812d9e499cc48adb68667ba26945936_40)] | | | [removed: [17](#ib9feb7177e6c4e279899d3c68273e2f5_40)] [added: [16](#i8812d9e499cc48adb68667ba26945936_40)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ib9feb7177e6c4e279899d3c68273e2f5_70)] [added: Risk](#i8812d9e499cc48adb68667ba26945936_76)] | | | [removed: [53](#ib9feb7177e6c4e279899d3c68273e2f5_70)] [added: [48](#i8812d9e499cc48adb68667ba26945936_76)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ib9feb7177e6c4e279899d3c68273e2f5_73)] [added: Data](#i8812d9e499cc48adb68667ba26945936_79)] | | | [removed: [54](#ib9feb7177e6c4e279899d3c68273e2f5_73)] [added: [50](#i8812d9e499cc48adb68667ba26945936_79)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ib9feb7177e6c4e279899d3c68273e2f5_229)] [added: Disclosure](#i8812d9e499cc48adb68667ba26945936_202)] | | | [removed: [113](#ib9feb7177e6c4e279899d3c68273e2f5_229)] [added: [109](#i8812d9e499cc48adb68667ba26945936_202)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ib9feb7177e6c4e279899d3c68273e2f5_232)] [added: Procedures](#i8812d9e499cc48adb68667ba26945936_205)] | | | [removed: [113](#ib9feb7177e6c4e279899d3c68273e2f5_232)] [added: [109](#i8812d9e499cc48adb68667ba26945936_205)] | | |

| Item 9B. | | | [Other [removed: Information](#ib9feb7177e6c4e279899d3c68273e2f5_235)] [added: Information](#i8812d9e499cc48adb68667ba26945936_208)] | | | [removed: [113](#ib9feb7177e6c4e279899d3c68273e2f5_235)] [added: [109](#i8812d9e499cc48adb68667ba26945936_208)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ib9feb7177e6c4e279899d3c68273e2f5_241)] [added: Governance](#i8812d9e499cc48adb68667ba26945936_214)] | | | [removed: [113](#ib9feb7177e6c4e279899d3c68273e2f5_241)] [added: [109](#i8812d9e499cc48adb68667ba26945936_214)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ib9feb7177e6c4e279899d3c68273e2f5_244)] [added: Compensation](#i8812d9e499cc48adb68667ba26945936_217)] | | | [removed: [114](#ib9feb7177e6c4e279899d3c68273e2f5_244)] [added: [110](#i8812d9e499cc48adb68667ba26945936_217)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ib9feb7177e6c4e279899d3c68273e2f5_247)] [added: Matters](#i8812d9e499cc48adb68667ba26945936_220)] | | | [removed: [114](#ib9feb7177e6c4e279899d3c68273e2f5_247)] [added: [110](#i8812d9e499cc48adb68667ba26945936_220)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ib9feb7177e6c4e279899d3c68273e2f5_250)] [added: Independence](#i8812d9e499cc48adb68667ba26945936_223)] | | | [removed: [114](#ib9feb7177e6c4e279899d3c68273e2f5_250)] [added: [110](#i8812d9e499cc48adb68667ba26945936_223)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#ib9feb7177e6c4e279899d3c68273e2f5_253)] [added: Services](#i8812d9e499cc48adb68667ba26945936_226)] | | | [removed: [114](#ib9feb7177e6c4e279899d3c68273e2f5_253)] [added: [110](#i8812d9e499cc48adb68667ba26945936_226)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#ib9feb7177e6c4e279899d3c68273e2f5_259)] [added: Schedules](#i8812d9e499cc48adb68667ba26945936_232)] | | | [removed: [115](#ib9feb7177e6c4e279899d3c68273e2f5_259)] [added: [111](#i8812d9e499cc48adb68667ba26945936_232)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ib9feb7177e6c4e279899d3c68273e2f5_262)] [added: Summary](#i8812d9e499cc48adb68667ba26945936_235)] | | | [removed: [118](#ib9feb7177e6c4e279899d3c68273e2f5_262)] [added: [114](#i8812d9e499cc48adb68667ba26945936_235)] | | |

| Item 6. | | | [\[Reserved\]](#i8812d9e499cc48adb68667ba26945936_37) | | | [16](#i8812d9e499cc48adb68667ba26945936_37) | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i8812d9e499cc48adb68667ba26945936_1925) | | | [109](#i8812d9e499cc48adb68667ba26945936_1925) | | |

| [Signatures](#i8812d9e499cc48adb68667ba26945936_238) | | | | | | [115](#i8812d9e499cc48adb68667ba26945936_238) | | |

[Table of](#i8812d9e499cc48adb68667ba26945936_7) [Contents](#i8812d9e499cc48adb68667ba26945936_7)

| Item 6. | | | [Selected Financial Data](#ib9feb7177e6c4e279899d3c68273e2f5_37) | | | [17](#ib9feb7177e6c4e279899d3c68273e2f5_37) | | |

| [Signatures](#ib9feb7177e6c4e279899d3c68273e2f5_265) | | | | | | [119](#ib9feb7177e6c4e279899d3c68273e2f5_265) | | |

[removed: At December 31, 2020,] ALCS [removed: owned] [added: owns] one property in Richmond, Virginia that serves as the headquarters facilities for Altria, PM USA, USSTC, Middleton, Helix and certain other subsidiaries.

[removed: At December 31, 2020,] PM USA [removed: owned] [added: owns] and [removed: operated] [added: operates] a manufacturing facility located in Richmond, Virginia that PM USA uses in the manufacturing of cigarettes (smokeable products segment).

In addition, PM USA [removed: owned] [added: owns] a research and technology center in Richmond, Virginia that is [removed: leased] [added: leases] to ALCS.

[removed: At December 31, 2020, the] [added: The] oral tobacco products segment [removed: had] [added: has] various manufacturing and processing facilities, the most significant of which are located in Nashville, Tennessee.

At December 31, 2020, the wine segment owned and operated various wine-making facilities in Washington, California and Oregon.

[T](#i8812d9e499cc48adb68667ba26945936_7)[able of](#i8812d9e499cc48adb68667ba26945936_7) [Contents](#i8812d9e499cc48adb68667ba26945936_7)

[Table of](#ib9feb7177e6c4e279899d3c68273e2f5_7) [Contents](#ib9feb7177e6c4e279899d3c68273e2f5_7)

The graph assumes the investment of $100 in common stock and each of the indices as of the market close on December 31, [removed: 2015] [added: 2016] and the reinvestment of all dividends on a quarterly basis.

[removed: ][added: ]

| December [removed: 2015] [added: 2016] | | | | | | $ | 100.00 | | | | | $ | 100.00 | | | | | $ | 100.00 | |

At February 15, [removed: 2021,] [added: 2022,] there were approximately [removed: 54,000] [added: 52,000] holders of record of Altria’s common stock.

Altria has a history of paying cash dividends and [removed: expects to continue to do so with a long-term objective of a] [added: maintains its] dividend payout ratio target of approximately 80% of its adjusted diluted earnings per share.

Issuer Purchases of Equity Securities During the Quarter Ended December 31, [removed: 2020][added: 2021]

In January 2021, the Board [added: of Directors] authorized a [removed: new] $2.0 billion share repurchase [removed: program,] [added: program that it expanded to $3.5 billion in October 2021 (as expanded, the “January 2021 share repurchase program”),] which Altria expects to complete by [removed: June 30,] [added: December 31,] 2022.

Altria’s share repurchase activity for each of the three months in the period ended December 31, [removed: 2020,] [added: 2021,] was as follows:

(1) The total number of shares purchased [removed: represents] [added: includes (a)] shares [added: purchased under the January 2021 share repurchase program and (b) shares] withheld by Altria in an amount equal to the statutory withholding taxes for vested stock-based awards previously granted to eligible [removed: employees.][added: employees (which totaled 243 shares in October, 487 shares in November and 1,591 shares in December).]

| December 2017 | | | | | | $ | 109.45 | | | | | $ | 112.35 | | | | | $ | 121.82 | |

| December 2018 | | | | | | $ | 79.80 | | | | | $ | 95.59 | | | | | $ | 116.47 | |

| December 2019 | | | | | | $ | 86.15 | | | | | $ | 119.42 | | | | | $ | 153.14 | |

| December 2020 | | | | | | $ | 77.21 | | | | | $ | 126.06 | | | | | $ | 181.31 | |

| December 2021 | | | | | | $ | 95.94 | | | | | $ | 146.45 | | | | | $ | 233.36 | |

[T](#i8812d9e499cc48adb68667ba26945936_7)[able of](#i8812d9e499cc48adb68667ba26945936_7) [Contents](#i8812d9e499cc48adb68667ba26945936_7)

| October 1- October 31, 2021 | | | | | | 2,299,678 | | | | | | $ | 47.49 | | | | | 2,299,435 | | | | | | $ | 2,418,402,110 | |

| November 1- November 30, 2021 | | | | | | 6,626,237 | | | | | | $ | 44.58 | | | | | 6,625,750 | | | | | | $ | 2,123,017,842 | |

| December 1- December 31, 2021 | | | | | | 6,547,494 | | | | | | $ | 45.51 | | | | | 6,545,903 | | | | | | $ | 1,825,142,753 | |

| For the Quarter Ended December 31, 2021 | | | | | | 15,473,409 | | | | | | $ | 45.40 | | | | | 15,471,088 | | | | | | | | |

| December 2016 | | | | | | $ | 120.46 | | | | | $ | 108.76 | | | | | $ | 111.95 | |

| December 2017 | | | | | | $ | 131.84 | | | | | $ | 122.19 | | | | | $ | 136.38 | |

| December 2018 | | | | | | $ | 96.13 | | | | | $ | 103.96 | | | | | $ | 130.39 | |

| December 2019 | | | | | | $ | 103.78 | | | | | $ | 129.88 | | | | | $ | 171.44 | |

| December 2020 | | | | | | $ | 93.00 | | | | | $ | 137.10 | | | | | $ | 202.98 | |

[Table of](#ib9feb7177e6c4e279899d3c68273e2f5_7) [Contents](#ib9feb7177e6c4e279899d3c68273e2f5_7)

In July 2019, the Board of Directors authorized a $1.0 billion share repurchase program.

In April 2020, the Board rescinded the $500 million remaining in this program as part of Altria’s efforts to enhance its liquidity position in response to the COVID-19 pandemic.

There were no share repurchases made in 2020 under a publicly announced program.

| October 1- October 31, 2020 | | | | | | 836 | | | | | | $ | 37.17 | | | | | — | | | | | | $ | — | |

| November 1- November 30, 2020 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | — | |

| December 1- December 31, 2020 | | | | | | 24 | | | | | | $ | 43.00 | | | | | — | | | | | | $ | — | |

| For the Quarter Ended December 31, 2020 | | | | | | 860 | | | | | | $ | 37.33 | | | | | — | | | | | | | | |

Item 6.

Selected Financial Data.

| at December 31, | | | [removed: 2020] | | | | | | [added: 2021 | | | | | | 2020 | | | | | |] 2019 | | |

| Cash and cash equivalents | | | [added: | | | | | |] $ | [removed: 4,945] [added: 4,544] | | | | | $ | [added: 4,945 | | | | | $ |] 2,117 | |

| Receivables | | | [removed: 137] [added: 47] | | | | | | [removed: 152] [added: 137] | | |

| Leaf tobacco | | | [removed: 844] [added: 744] | | | | | | [removed: 874] [added: 844] | | |

| Other raw materials | | | [removed: 200] [added: 166] | | | | | | [removed: 192] [added: 200] | | |

| Work in process | | | [removed: 502] [added: 23] | | | | | | [removed: 696] [added: 502] | | |

| Finished product | | | [removed: 420] [added: 261] | | | | | | [removed: 531] [added: 420] | | |

| Other current assets | | | [removed: 69] [added: 298] | | | | | | [removed: 262] [added: 69] | | |

| Total current assets | | | [removed: 7,117] [added: 6,083] | | | | | | [removed: 4,824] [added: 7,117] | | |

| Land and land improvements | | | [removed: 348] [added: 123] | | | | | | [removed: 353] [added: 348] | | |

| Buildings and building equipment | | | [removed: 1,480] [added: 1,422] | | | | | | [removed: 1,461] [added: 1,480] | | |

| Machinery and equipment | | | [removed: 3,010] [added: 2,652] | | | | | | [removed: 2,998] [added: 3,010] | | |

| Construction in progress | | | [removed: 312] [added: 235] | | | | | | [removed: 262] [added: 312] | | |

| Less accumulated depreciation | | | [removed: 3,138] [added: 2,879] | | | | | | [removed: 3,075] [added: 3,138] | | |

| Other intangible assets, net | | | [removed: 12,615] [added: 12,306] | | | | | | [removed: 12,687] [added: 12,615] | | |

| Investments in equity securities [removed: ($1,868] [added: ($1,720] million and [removed: $303] [added: $1,868] million at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively, measured at fair value) | | | [removed: 19,529] [added: 13,481] | | | | | | [removed: 23,581] [added: 19,529] | | |

| Other assets | | | [removed: 964] [added: 923] | | | | | | [removed: 1,003] [added: 964] | | |

| Total Assets | | | $ | [removed: 47,414] [added: 39,523] | | | | | $ | [removed: 49,271] [added: 47,414] | |

| Current portion of long-term debt | | | $ | [removed: 1,500] [added: 1,105] | | | | | $ | [removed: 1,000] [added: 1,500] | |

| Accounts payable | | | [removed: 380] [added: 449] | | | | | | [removed: 325] [added: 380] | | |

| Marketing | | | [removed: 523] [added: 664] | | | | | | [removed: 393] [added: 523] | | |

| Settlement charges | | | [removed: 3,564] [added: 3,349] | | | | | | [removed: 3,346] [added: 3,564] | | |

| Other | | | [removed: 1,494] [added: 1,365] | | | | | | [removed: 1,545] [added: 1,494] | | |

| Dividends payable | | | [removed: 1,602] [added: 1,647] | | | | | | [removed: 1,565] [added: 1,602] | | |

| Total current liabilities | | | [removed: 9,063] [added: 8,579] | | | | | | [removed: 8,174] [added: 9,063] | | |

| Long-term debt | | | [removed: 27,971] [added: 26,939] | | | | | | [removed: 27,042] [added: 27,971] | | |

| Deferred income taxes | | | [removed: 4,532] [added: 3,692] | | | | | | [removed: 5,083] [added: 4,532] | | |

| Accrued pension costs | | | [removed: 551] [added: 200] | | | | | | [removed: 473] [added: 551] | | |

| Accrued postretirement health care costs | | | [removed: 1,951] [added: 1,436] | | | | | | [removed: 1,797] [added: 1,951] | | |

| Other liabilities | | | [removed: 381] [added: 283] | | | | | | [removed: 345] [added: 381] | | |

| Total liabilities | | | [removed: 44,449] [added: 41,129] | | | | | | [removed: 42,914] [added: 44,449] | | |

| Redeemable noncontrolling interest | | | [removed: 40] [added: —] | | | | | | [removed: 38] [added: 40] | | |

| Stockholders’ [removed: Equity] [added: Equity (Deficit)] | | | | | | | | | | | |

| Additional paid-in capital | | | [removed: 5,910] [added: 5,857] | | | | | | [removed: 5,970] [added: 5,910] | | |

| Earnings reinvested in the business | | | [removed: 34,679] [added: 30,664] | | | | | | [removed: 36,539] [added: 34,679] | | |

| Accumulated other comprehensive losses | | | [removed: (4,341)] [added: (3,056)] | | | | | | [removed: (2,864)] [added: (4,341)] | | |

| Cost of repurchased stock [removed: (947,542,152] [added: (982,785,699] shares at December 31, [removed: 2020] [added: 2021] and [removed: 947,979,763] [added: 947,542,152] shares at December 31, [removed: 2019)] [added: 2020)] | | | [removed: (34,344)] [added: (36,006)] | | | | | | [removed: (34,358)] [added: (34,344)] | | |

| Total stockholders’ equity [added: (deficit)] attributable to Altria | | | [removed: 2,839] [added: (1,606)] | | | | | | [removed: 6,222] [added: 2,839] | | |

| Noncontrolling interests | | | [removed: 86] [added: —] | | | | | | [removed: 97] [added: 86] | | |

| Total stockholders’ [removed: equity] [added: equity (deficit)] | | | [removed: 2,925] [added: (1,606)] | | | | | | [removed: 6,319] [added: 2,925] | | |

| | | | 1,194 | | | | | | 1,966 | | |

| | | | 4,432 | | | | | | 5,150 | | |

| | | | 1,553 | | | | | | 2,012 | | |

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| Loss on early extinguishment of debt | | | 649 | | | | | | — | | | | | | — | | |

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| Loss on early extinguishment of debt | | | | | | | | | 649 | | | | | | — | | | | | | — | | |

| Proceeds from the Ste. Michelle Transaction, net of cash transferred | | | | | | | | | 1,176 | | | | | | — | | | | | | — | | |

(1) 2021 amounts reflect changes from operations for Ste.

Michelle prior to the Ste.

Michelle Transaction.

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| Premiums and fees related to early extinguishment of debt | | | | | | | | | (623) | | | | | | — | | | | | | — | | |

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| Net earnings (losses) (1) | | | — | | | | | | — | | | | | | 2,475 | | | | | | — | | | | | | — | | | | | | (4) | | | | | | 2,471 | | |

| Balances, December 31, 2021 | | | $ | 935 | | | | | $ | 5,857 | | | | | $ | 30,664 | | | | | $ | (3,056) | | | | | $ | (36,006) | | | | | $ | — | | | | | $ | (1,606) | |

(2) Includes the purchase of an 80% noncontrolling interest in Helix in 2019 and the remaining noncontrolling interest in Helix ROW and Helix in 2020 and 2021, respectively.

For additional information, see Note 1.

In October 2021, UST sold its subsidiary, International Wine & Spirits Ltd. (“IWS”), which included Ste.

Michelle”), to an entity controlled by investment funds managed by Sycamore Partners Management, L.P. in an all-cash transaction with a net purchase price of approximately $1.2 billion and the assumption of certain liabilities of IWS and its subsidiaries (the “Ste.

Michelle Transaction”).

At December 31, 2021, Altria owned 100% of the global *on!* business as a result of transactions in December 2020 and April 2021 to purchase the remaining 20% interest in (i) Helix ROW and (ii) Helix, respectively.

The total purchase price of the December 2020 and April 2021 transactions was approximately $250 million.

On January 1, 2021, Altria adopted Accounting Standards Update (“ASU”) 2019-12, *Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes* (“ASU No. 2019-12”).

This guidance removes certain exceptions for investments, intraperiod allocations and interim calculations, and adds guidance to reduce complexity in accounting for income taxes.

Additionally, on January 1, 2021, Altria adopted ASU No. 2020-01, *Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815):* *Clarifying the Interactions between Topic 321, Topic 323, and Topic 815* (“ASU No. 2020-01”).

This guidance provides clarification of the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities.

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Altria records annual amounts relating to these plans based on calculations

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Altria determines the realizability of deferred tax assets based on the weight of all available positive and negative evidence.

In reaching this determination, Altria considers the character of the assets and the possible sources of taxable income of the appropriate character within the available carryback and carryforward periods available under the tax law.

The increase in LIFO percentage was due to the Ste.

Michelle Transaction (as Ste.

Michelle accounted for its inventory using FIFO).

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investments in equity securities on the consolidated balance sheets.

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| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 1,966 | | | | | | 2,293 | | |

| | | | 5,150 | | | | | | 5,074 | | |

| | | | 2,012 | | | | | | 1,999 | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Loss on ABI/SABMiller business combination | | | — | | | | | | — | | | | | | 33 | | |

| Diluted earnings (losses) per share attributable to Altria | | | $ | 2.40 | | | | | $ | (0.70) | | | | | $ | 3.68 | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Loss on ABI/SABMiller business combination | | | | | | | | | — | | | | | | — | | | | | | 33 | | |

| Other, net (1) | | | | | | | | | 763 | | | | | | 411 | | | | | | 79 | | |

| Balances, December 31, 2017 | | | $ | 935 | | | | | $ | 5,952 | | | | | $ | 42,251 | | | | | $ | (1,897) | | | | | $ | (31,864) | | | | | $ | 3 | | | | | $ | 15,380 | |

| Reclassification due to adoption of ASU 2018-02 (1) | | | — | | | | | | — | | | | | | 408 | | | | | | (408) | | | | | | — | | | | | | — | | | | | | — | | |

| Issuance of noncontrolling interest in Helix | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 88 | | | | | | 88 | | |

(1) In 2018, Altria adopted Accounting Standards Update (“ASU”) 2018-02, *Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income* (“ASU 2018-02”), and reclassified the stranded income tax effects of the 2017 Tax Cuts and Jobs Act (the “Tax Reform Act”) on items with accumulated other comprehensive losses to earnings reinvested in the business.

Michelle”), is engaged in the manufacture and sale of moist smokeless tobacco products (“MST”), snus products and wine; and Philip Morris Capital Corporation (“PMCC”), which maintains a portfolio of finance assets, substantially all of which are leveraged leases.

In addition, at December 31, 2020, Altria owned an 80% interest in Helix Innovations LLC (“Helix”), which is engaged in the manufacture and sale of oral nicotine pouches.

The purchase price allocation has been completed, and there were no changes subsequent to the acquisition date.

At December 31, 2020, Altria had a 10.0% ownership interest in ABI.

Altria receives cash dividends on its interest in ABI and will continue to do so as long as ABI pays dividends.

In December 2018, Altria made an investment in JUUL by purchasing shares of non-voting convertible common stock of JUUL representing a 35% ownership interest.

JUUL is engaged in the manufacture and sale of e-vapor products in the U.S. and certain international markets.

In March 2019, Altria acquired a 45% ownership interest in Cronos, a global cannabinoid company headquartered in Toronto, Canada.

At December 31, 2020, Altria had a 43.5% ownership interest in Cronos.

Investments in equity securities that Altria does not have the ability to exercise significant influence over the operating and financial policies of the investee are accounted for as an investment in an equity security.

In the first quarter of 2020, Altria renamed its smokeless products segment as the oral tobacco products segment.

During the second quarter of 2020, Altria began complying early with U.S. Securities and Exchange Commission (“SEC”) Regulation S-X Rules 13-01 and 13-02 regarding the financial disclosure requirements for registered debt securities with guarantees.

In October 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-09, *Debt (Topic 470): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762*, to reflect changes made to its disclosure rules on registered debt securities with guarantees.

The new rules replace the previously required condensed consolidating financial information with summarized financial information of the issuer and the guarantor and, among other things, require expanded qualitative disclosures.

Altria has elected to provide this information in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in its Annual Report on Form 10-K as permitted by the new rules.

During the fourth quarter of 2020, Altria began complying early with the SEC’s amendments to the financial disclosures rules regarding acquired and disposed businesses.

Among other changes, the amendments impact SEC rules relating to the definition of “significant” subsidiaries and the requirements related to the provision of financial statements for “significant” acquisitions.

On January 1, 2020, Altria adopted ASU No. 2016-13, *Measurement of Credit Losses on Financial Instruments* and all related ASU amendments (collectively “ASU No. 2016-13”).

This guidance replaces the current incurred loss impairment methodology for recognizing credit losses for financial assets with a methodology that reflects the entity’s current estimate of all expected credit losses and requires consideration of a broader range of reasonable and supportable information for estimating credit losses.

Additionally, on January 1, 2020, Altria adopted ASU No. 2018-15, *Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract* (“ASU No. 2018-15”).

This guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license).

Part III

Except for the information relating to the executive officers set forth in Item 10, the information called for by Items 10-14 is hereby incorporated by reference to Altria’s definitive proxy statement for use in connection with its Annual Meeting of Shareholders to be held on May 20, 2021 that is expected to be filed with the SEC on or about April 8, 2021 (the “proxy statement”), and, except as indicated therein, made a part hereof.

Not applicable.

Part III

Except for the information relating to the executive officers set forth in Item 10, the information called for by Items 10-14 is hereby incorporated by reference to Altria’s definitive proxy statement for use in connection with its Annual Meeting of Shareholders to be held on May 19, 2022 that is expected to be filed with the SEC on or about April 7, 2022 (the “proxy statement”), and, except as indicated therein, made a part hereof.

Information about Our Executive Officers as of February 15, [removed: 2021:][added: 2022:]

| Jody L. Begley | | | Executive Vice President and Chief Operating Officer | | | [removed: 49] [added: 50] | | |

| Daniel J. Bryant | | | Vice President and Treasurer | | | [removed: 51] [added: 52] | | |

| Steven D’Ambrosia | | | Vice President and Controller | | | [removed: 54] [added: 55] | | |

| Murray R. Garnick | | | Executive Vice President and General Counsel | | | [removed: 61] [added: 62] | | |

| William F. Gifford, Jr. | | | Chief Executive Officer | | | [removed: 50] [added: 51] | | |

| Salvatore Mancuso | | | Executive Vice President and Chief Financial Officer | | | [removed: 55] [added: 56] | | |

| Heather A. Newman | | | Senior Vice President, Corporate Strategy | | | [removed: 43] [added: 44] | | |

| W. Hildebrandt Surgner, Jr. | | | Vice President, Corporate Secretary and Associate General Counsel | | | [removed: 55] [added: 56] | | |

| Charles N. Whitaker | | | Senior Vice President, Chief Human Resources Officer and Chief Compliance Officer | | | [removed: 54] [added: 55] | | |

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Effective September 1, 2020, Mr. Begley, previously Senior Vice President, Tobacco Products of Altria, was elected Executive Vice President and Chief Operating Officer of Altria.

Effective April 16, 2020, Mr. Gifford, previously Vice Chairman and Chief Financial Officer of Altria, was elected Chief Executive Officer of Altria.

Effective April 16, 2020, Mr. Mancuso, previously Senior Vice President, Finance and Procurement of Altria, was elected Executive Vice President and Chief Financial Officer of Altria.

[Table of](#ib9feb7177e6c4e279899d3c68273e2f5_7) [Contents](#ib9feb7177e6c4e279899d3c68273e2f5_7)

The number of shares to be issued upon exercise or vesting and the number of shares remaining available for future issuance under Altria’s equity compensation plans at December 31, [removed: 2020,] [added: 2021,] were as follows:

| Equity compensation plans approved by shareholders (1) | | | [removed: 2,771,586] [added: 3,423,375] (2) | | | $— | | | [removed: 25,586,394] [added: 24,162,544] (3) | | |

(2)Represents [removed: 2,239,379] [added: 2,702,462] shares of restricted stock units and [removed: 532,207] [added: 720,913] shares that may be issued upon vesting of performance stock units if maximum performance measures are achieved.

(3)Includes [removed: 24,827,160] [added: 23,459,288] shares available under the 2020 Performance Incentive Plan and [removed: 759,234] [added: 703,256] shares available under the 2015 Stock Compensation Plan for Non-Employee Directors, and excludes shares reflected in column (a).

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| Consolidated Balance Sheets at December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] | | | [removed: [54](#ib9feb7177e6c4e279899d3c68273e2f5_76)] [added: [50](#i8812d9e499cc48adb68667ba26945936_82)] | | |

| Consolidated Statements of Earnings (Losses) for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [56](#ib9feb7177e6c4e279899d3c68273e2f5_82)] [added: [52](#i8812d9e499cc48adb68667ba26945936_88)] | | |

| Consolidated Statements of Comprehensive Earnings (Losses) for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [57](#ib9feb7177e6c4e279899d3c68273e2f5_85)] [added: [53](#i8812d9e499cc48adb68667ba26945936_91)] | | |

| Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [58](#ib9feb7177e6c4e279899d3c68273e2f5_88)] [added: [54](#i8812d9e499cc48adb68667ba26945936_94)] | | |

| Consolidated Statements of Stockholders’ Equity [added: (Deficit)] for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] | | | [removed: [60](#ib9feb7177e6c4e279899d3c68273e2f5_91)] [added: [56](#i8812d9e499cc48adb68667ba26945936_97)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [61](#ib9feb7177e6c4e279899d3c68273e2f5_97)] [added: [57](#i8812d9e499cc48adb68667ba26945936_100)] | | |

| Report of Independent Registered Public Accounting Firm [added: (PCAOB ID 238)] | | | [removed: [109](#ib9feb7177e6c4e279899d3c68273e2f5_223)] [added: [105](#i8812d9e499cc48adb68667ba26945936_196)] | | |

| Report of Management on Internal Control Over Financial Reporting | | | [removed: [112](#ib9feb7177e6c4e279899d3c68273e2f5_226)] [added: [108](#i8812d9e499cc48adb68667ba26945936_199)] | | |

In accordance with Regulation S-X Rule 3-09, the audited financial statements of ABI for the year ended December 31, [removed: 2020] [added: 2021] will be filed by amendment within six months after ABI’s year ended December 31, [removed: 2020.][added: 2021.]

| | | | 2.4 | | | | | | [removed: [A](http://www.sec.gov/Archives/edgar/data/764180/000076418020000005/exhibit22q42019.htm)[mendment] [added: [Amendment] No. 1 to Class C-1 Common Stock Purchase [removed: Agreement](http://www.sec.gov/Archives/edgar/data/764180/000076418020000005/exhibit22q42019.htm)[,] [added: Agreement,] dated as of January 28, 2020, by and [removed: amon](http://www.sec.gov/Archives/edgar/data/764180/000076418020000005/exhibit22q42019.htm)[g] [added: among] JUUL [removed: La](http://www.sec.gov/Archives/edgar/data/764180/000076418020000005/exhibit22q42019.htm)[bs, Inc.](http://www.sec.gov/Archives/edgar/data/764180/000076418020000005/exhibit22q42019.htm)[,] [added: Labs, Inc.,] Altria Group, Inc. and [removed: Alt](http://www.sec.gov/Archives/edgar/data/764180/000076418020000005/exhibit22q42019.htm)[ria] [added: Altria] Enterprises LLC. [removed: Inco](http://www.sec.gov/Archives/edgar/data/764180/000076418020000005/exhibit22q42019.htm)[rporated] [added: Incorporated] by [removed: refere](http://www.sec.gov/Archives/edgar/data/764180/000076418020000005/exhibit22q42019.htm)[nce] [added: reference] to Altria Group, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/764180/000076418020000005/exhibit22q42019.htm)[’](http://www.sec.gov/Archives/edgar/data/764180/000076418020000005/exhibit22q42019.htm)[s] [added: Inc.’s] Current Report on Form 8-K filed on January 30, [removed: 2020](http://www.sec.gov/Archives/edgar/data/764180/000076418020000005/exhibit22q42019.htm) [(File] [added: 2020 (File] No. [removed: 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000076418020000005/exhibit22q42019.htm)[](http://www.sec.gov/Archives/edgar/data/764180/000076418020000005/exhibit22q42019.htm)] [added: 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000076418020000005/exhibit22q42019.htm)] | | |

| | | | 2.6 | | | | | | [removed: [A](http://www.sec.gov/Archives/edgar/data/764180/000076418020000005/exhibit21q42019.htm)[mendment] [added: [Amendment] No. 1 to Relationship [removed: Agreement](http://www.sec.gov/Archives/edgar/data/764180/000076418020000005/exhibit21q42019.htm)[,] [added: Agreement,] dated as of January 28, 2020, by and among JUUL [removed: La](http://www.sec.gov/Archives/edgar/data/764180/000076418020000005/exhibit21q42019.htm)[bs,] [added: Labs,] Inc. and Altria Group, Inc. and Altria Enterprises [removed: LLC](http://www.sec.gov/Archives/edgar/data/764180/000076418020000005/exhibit21q42019.htm)[.] [added: LLC.] Incorporated [removed: b](http://www.sec.gov/Archives/edgar/data/764180/000076418020000005/exhibit21q42019.htm)[y] [added: by] reference to Altria Group, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/764180/000076418020000005/exhibit21q42019.htm)[’](http://www.sec.gov/Archives/edgar/data/764180/000076418020000005/exhibit21q42019.htm)[s](http://www.sec.gov/Archives/edgar/data/764180/000076418020000005/exhibit21q42019.htm) [Current] [added: Inc.’s Current] Report on Form 8-K filed on [removed: Jan](http://www.sec.gov/Archives/edgar/data/764180/000076418020000005/exhibit21q42019.htm)[uary] [added: January] 30, 2020 (File No. 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000076418020000005/exhibit21q42019.htm) | | |

| | | | 3.2 | | | | | | [Amended and Restated By-Laws of Altria Group, [removed: Inc., effective] [added: Inc.](http://www.sec.gov/Archives/edgar/data/764180/000076418021000082/exhibit31may2021.htm) [(](http://www.sec.gov/Archives/edgar/data/764180/000076418021000082/exhibit31may2021.htm)[effective] as of [removed: May 14, 2020.] [added: May](http://www.sec.gov/Archives/edgar/data/764180/000076418021000082/exhibit31may2021.htm) [20](http://www.sec.gov/Archives/edgar/data/764180/000076418021000082/exhibit31may2021.htm)[, 202](http://www.sec.gov/Archives/edgar/data/764180/000076418021000082/exhibit31may2021.htm)[1](http://www.sec.gov/Archives/edgar/data/764180/000076418021000082/exhibit31may2021.htm)[)](http://www.sec.gov/Archives/edgar/data/764180/000076418021000082/exhibit31may2021.htm)[.] Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on [removed: May 18, 2020 (File] [added: May](http://www.sec.gov/Archives/edgar/data/764180/000076418021000082/exhibit31may2021.htm) [24](http://www.sec.gov/Archives/edgar/data/764180/000076418021000082/exhibit31may2021.htm)[, 202](http://www.sec.gov/Archives/edgar/data/764180/000076418021000082/exhibit31may2021.htm)[1](http://www.sec.gov/Archives/edgar/data/764180/000076418021000082/exhibit31may2021.htm) [(File] No. [removed: 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000076418020000052/exhibit31may2020.htm)] [added: 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000076418021000082/exhibit31may2021.htm)] | | |

| | | | 4.1 | | | | | | [Description of Altria Group, Inc.’s Registered [removed: Securities.](https://www.sec.gov/Archives/edgar/data/764180/000076418021000037/exhibit41descriptionofregi.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/764180/000076418022000019/exhibit41descriptionofregi.htm)] | | |

| | | | [removed: 4.7] [added: 4.8] | | | | | | The Registrant agrees to furnish copies of any instruments defining the rights of holders of long-term debt of the Registrant and its consolidated subsidiaries that does not exceed 10 percent of the total assets of the Registrant and its consolidated subsidiaries to the Commission upon request. | | |

| | | | 10.13 | | | | | | [Guarantee made by Philip Morris USA Inc. in favor of the lenders party to the 5-Year Revolving Credit Agreement, dated as of August 1, 2018, among Altria Group, Inc., the lenders named therein and JPMorgan Chase Bank, N.A. and Citibank, N.A., as administrative agents, dated as of August 1, 2018. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on August 1, 2018 (File No. [removed: 1-08940)](http://www.sec.gov/Archives/edgar/data/764180/000119312518234104/d572226dex102.htm)] [added: 1-08940](http://www.sec.gov/Archives/edgar/data/764180/000119312518234104/d572226dex102.htm)[).](http://www.sec.gov/Archives/edgar/data/764180/000119312518234104/d572226dex102.htm)] | | |

| | | | 10.21 | | | | | | [2015 Stock Compensation Plan for Non-Employee Directors, as amended and restated effective [removed: October 28, 2015.] [added: March 31, 2021.] Incorporated by reference to Altria Group, Inc.’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: period] ended [removed: December] [added: March] 31, [removed: 2015] [added: 2021] (File No. [removed: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418016000128/exhibit10282015stockcompen.htm)] [added: 1-08940).*](http://www.sec.gov/Archives/edgar/data/0000764180/000076418021000065/exhibit101stockcompensatio.htm)] | | |

| | | | 10.25 | | | | | | [Form of Restricted Stock Unit Agreement, dated as of January [removed: 26, 2016.] [added: 30, 2018.] Incorporated by reference to Altria Group, Inc.’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K filed on January 28, 2016] [added: 10-Q for the period ended March 31, 2018] (File No. [removed: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418016000117/exhibit101formofrestricted.htm)] [added: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418018000038/exhibit101formofrestricted.htm)] | | |

| | | | 10.26 | | | | | | [Form of [removed: Restricted] [added: Performance] Stock Unit Agreement, dated as of January 30, 2018. Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2018 (File No. [removed: 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000076418018000038/exhibit101formofrestricted.htm)[*](http://www.sec.gov/Archives/edgar/data/764180/000076418018000038/exhibit101formofrestricted.htm)] [added: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418018000038/exhibit102formofperformanc.htm)] | | |

| | | | [removed: 10.27] [added: 10.30] | | | | | | [Form of Performance Stock Unit [removed: Agreement, dated as of January 30, 2018.] [added: Agreement (2020).] Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, [removed: 2018 (File](http://www.sec.gov/Archives/edgar/data/764180/000076418018000038/exhibit102formofperformanc.htm) [N](http://www.sec.gov/Archives/edgar/data/764180/000076418018000038/exhibit102formofperformanc.htm)[o. 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418018000038/exhibit102formofperformanc.htm)] [added: 2020 (File No. 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000076418020000048/exhibit102performacest.htm)[*](http://www.sec.gov/Archives/edgar/data/764180/000076418020000048/exhibit102performacest.htm)] | | |

| | | | 10.28 | | | | | | [Form of [removed: Restricted] [added: Performance] Stock Unit Agreement, dated as of February 26, [removed: 2019. Incorporated] [added: 2019.](http://www.sec.gov/Archives/edgar/data/764180/000076418019000037/exhibit103formofrestri.htm) [Incorporated] by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2019 (File No. 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418019000037/exhibit103formofrestri.htm) | | |

| | | | [removed: 10.29] [added: 10.27] | | | | | | [Form of [removed: Performance] [added: Restricted] Stock Unit Agreement, dated as of February 26, 2019. Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2019 (File No. 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418019000037/exhibit103formofrestri.htm) | | |

| | | | [removed: 10.30] [added: 10.29] | | | | | | [Form of Restricted Stock Unit Agreement (2020). Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2020 (File No. [removed: 1-08940). *](http://www.sec.gov/Archives/edgar/data/764180/000076418020000048/exhibit101restrictedst.htm)] [added: 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000076418020000048/exhibit101restrictedst.htm)[*](http://www.sec.gov/Archives/edgar/data/764180/000076418020000048/exhibit101restrictedst.htm)] | | |

| | | | 10.31 | | | | | | [Form of [removed: Performance] [added: Restricted] Stock Unit Agreement [removed: (2020).] [added: (2021).] Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, [removed: 2020] [added: 2021] (File No. [removed: 1-08940). *](http://www.sec.gov/Archives/edgar/data/764180/000076418020000048/exhibit102performacest.htm)] [added: 1-08940).*](http://www.sec.gov/Archives/edgar/data/0000764180/000076418021000065/exhibit101stockcompensatio.htm)] | | |

| | | | [removed: 10.32] [added: 10.33] | | | | | | [Form of Executive Confidentiality and Non-Competition Agreement (October 2018). Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418019000023/exhibit1040confidentiality.htm) | | |

| | | | [removed: 10.33] [added: 10.34] | | | | | | [Form [removed: of](http://www.sec.gov/Archives/edgar/data/764180/000076418019000037/exhibit102formofconfid.htm) [Confidentiality] [added: of Confidentiality] and Non-Competition Agreement (February [removed: 2019).](http://www.sec.gov/Archives/edgar/data/764180/000076418019000037/exhibit102formofconfid.htm) [Incorporated] [added: 2019). Incorporated] by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2019 (File No. 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418019000037/exhibit102formofconfid.htm) | | |

| | | | [removed: 10.35] [added: 10.36] | | | | | | [Time Sharing Agreement between Altria Client [removed: Services](http://www.sec.gov/Archives/edgar/data/764180/000076418020000074/exhibit102q22020.htm) [LLC] [added: Services LLC] and William F. Gifford, Jr., dated June 17, 2020. Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2020 (File No. 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418020000074/exhibit102q22020.htm) | | |

| | | | [removed: 10.36] [added: 10.37] | | | | | | [Form of Agreement and General Release (September 2019). Incorporated by reference to Altria Group, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418020000018/exhibit1044formofagree.htm) | | |

| | | | 21 | | | | | | [Subsidiaries of Altria Group, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/764180/000076418021000037/exhibit21altriagroupincsub.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/764180/000076418022000019/exhibit21altriagroupincsub.htm)] | | |

| | | | 22 | | | | | | [removed: [G](http://www.sec.gov/Archives/edgar/data/764180/000076418020000074/exhibit221q22020.htm)[uarantor] [added: [Guarantor] Subsidiary of the Registrant. [removed: Inco](http://www.sec.gov/Archives/edgar/data/764180/000076418020000074/exhibit221q22020.htm)[rporated] [added: Incorporated] by [removed: referen](http://www.sec.gov/Archives/edgar/data/764180/000076418020000074/exhibit221q22020.htm)[c](http://www.sec.gov/Archives/edgar/data/764180/000076418020000074/exhibit221q22020.htm)[e] [added: reference] to [removed: Altria](http://www.sec.gov/Archives/edgar/data/764180/000076418020000074/exhibit221q22020.htm) [](http://www.sec.gov/Archives/edgar/data/764180/000076418020000074/exhibit221q22020.htm)[Group, Inc](http://www.sec.gov/Archives/edgar/data/764180/000076418020000074/exhibit221q22020.htm)[.](http://www.sec.gov/Archives/edgar/data/764180/000076418020000074/exhibit221q22020.htm)[’](http://www.sec.gov/Archives/edgar/data/764180/000076418020000074/exhibit221q22020.htm)[s] [added: Altria Group, Inc.’s] Quarterly Report on [removed: F](http://www.sec.gov/Archives/edgar/data/764180/000076418020000074/exhibit221q22020.htm)[orm] [added: Form] 10-Q for the period ended June 30, 2020 (File [removed: No](http://www.sec.gov/Archives/edgar/data/764180/000076418020000074/exhibit221q22020.htm)[.] [added: No.] 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000076418020000074/exhibit221q22020.htm) | | |

| | | | 23 | | | | | | [Consent of independent registered public accounting [removed: firm.](https://www.sec.gov/Archives/edgar/data/764180/000076418021000037/exhibit23consentofindepend.htm)] [added: firm.](https://www.sec.gov/Archives/edgar/data/764180/000076418022000019/exhibit23consentofindepend.htm)] | | |

| | | | 24 | | | | | | [Powers of [removed: attorney.](https://www.sec.gov/Archives/edgar/data/764180/000076418021000037/exhibit24powersofattorney2.htm)] [added: attorney.](https://www.sec.gov/Archives/edgar/data/764180/000076418022000019/exhibit24powersofattorney2.htm)] | | |

| | | | 31.1 | | | | | | [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/764180/000076418021000037/exhibit311q42020.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/764180/000076418022000019/exhibit311q42021.htm)] | | |

| | | | 31.2 | | | | | | [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/764180/000076418021000037/exhibit312q42020.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/764180/000076418022000019/exhibit312q42021.htm)] | | |

| | | | 32.1 | | | | | | [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/764180/000076418021000037/exhibit321q42020.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/764180/000076418022000019/exhibit321q42021.htm)] | | |

| | | | 32.2 | | | | | | [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/764180/000076418021000037/exhibit322q42020.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/764180/000076418022000019/exhibit322q42021.htm)] | | |

| | | | 99.1 | | | | | | [Certain Litigation [removed: Matters.](https://www.sec.gov/Archives/edgar/data/764180/000076418021000037/exhibit991q42020.htm)] [added: Matters.](https://www.sec.gov/Archives/edgar/data/764180/000076418022000019/exhibit991q42021.htm)] | | |

| | | | 99.2 | | | | | | [Trial Schedule for Certain [removed: Cases.](https://www.sec.gov/Archives/edgar/data/764180/000076418021000037/exhibit992q42020.htm)] [added: Cases.](https://www.sec.gov/Archives/edgar/data/764180/000076418022000019/exhibit992q42021.htm)] | | |

[T](#i8812d9e499cc48adb68667ba26945936_7)[able of](#i8812d9e499cc48adb68667ba26945936_7) [Contents](#i8812d9e499cc48adb68667ba26945936_7)

| | | | 4.7 | | | | | | [Extension and Amendment No. 2 to the Credit Agreement, effective August 18, 2021, among Altria Group, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A. and Citibank, N.A., as administrative agents. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on August 18, 2021 (File No. 1-08940).](http://www.sec.gov/ix?doc=/Archives/edgar/data/764180/000119312521250405/d178833d8k.htm) | | |

[T](#i8812d9e499cc48adb68667ba26945936_7)[able of](#i8812d9e499cc48adb68667ba26945936_7) [Contents](#i8812d9e499cc48adb68667ba26945936_7)

[T](#i8812d9e499cc48adb68667ba26945936_7)[able of](#i8812d9e499cc48adb68667ba26945936_7) [Contents](#i8812d9e499cc48adb68667ba26945936_7)

| | | | 10.32 | | | | | | [Form of Performance Stock Unit Agreement (2021). Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2021 (File No. 1-08940).*](http://www.sec.gov/Archives/edgar/data/0000764180/000076418021000065/exhibit103performancestock.htm) | | |

| | | | 10.35 | | | | | | [Form of Letter Regarding Reimbursement of Legal Expenses. Incorporated by reference to Altria Group, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 1-08940).*](http://www.sec.gov/Archives/edgar/data/0000764180/000076418021000037/exhibit1034formofletterreg.htm) | | |

| | | | | | | | | | | | |

| | | | | | | | | | | | |

[Table of](#ib9feb7177e6c4e279899d3c68273e2f5_7) [Contents](#ib9feb7177e6c4e279899d3c68273e2f5_7)

| | | | 10.34 | | | | | | [Form of Letter Regarding Reimbursement of Legal Expenses.*](https://www.sec.gov/Archives/edgar/data/764180/000076418021000037/exhibit1034formofletterreg.htm) | | |

Date: February [removed: 26, 2021][added: 25, 2022]

| /s/ WILLIAM F. GIFFORD, JR. (William F. Gifford, Jr.) | | | | | | | | | Director and Chief Executive Officer | | | | | | February [removed: 26, 2021] [added: 25, 2022] | | |

| /s/ SALVATORE MANCUSO (Salvatore Mancuso) | | | | | | | | | Executive Vice President and Chief Financial Officer | | | | | | February [removed: 26, 2021] [added: 25, 2022] | | |

| /s/ STEVEN D’AMBROSIA (Steven D’Ambrosia) | | | | | | | | | Vice President and Controller | | | | | | February [removed: 26, 2021] [added: 25, 2022] | | |

| * JOHN T. CASTEEN III, [added: MARJORIE M. CONNELLY, R. MATT DAVIS,] DINYAR S. DEVITRE, [removed: THOMAS F. FARRELL II,] DEBRA J. KELLY-ENNIS, W. LEO KIELY III, KATHRYN B. MCQUADE, GEORGE MUÑOZ, [removed: MARK E. NEWMAN,] NABIL Y. SAKKAB, VIRGINIA E. SHANKS, ELLEN R. STRAHLMAN | | | | | | | | | Directors | | | | | | | | |

| * By: | | | /s/ WILLIAM F. GIFFORD, JR. (WILLIAM F. GIFFORD, JR. ATTORNEY-IN-FACT) | | | | | | | | | | | | February [removed: 26, 2021] [added: 25, 2022] | | |