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

[removed: *The] [added: You should read the] following risk factors [removed: should be read] carefully in connection with evaluating our business and the forward-looking statements contained in this Form 10-K.

[removed: Should known or unknown] [added: If] risks or uncertainties materialize, or [removed: should] [added: if] underlying estimates or assumptions prove inaccurate, actual results could [removed: vary] [added: differ] materially from those [removed: anticipated, estimated or projected.][added: anticipated.]

You should bear this in mind as you consider forward-looking statements and whether to invest in or remain invested in [removed: Altria’s] [added: our] securities.

[removed: In connection with] [added: Under] the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we [removed: are identifying] [added: identify] important factors that, individually or in the aggregate, could cause actual results and [removed: outcomes] [added: outcomes, including with respect] to [added: our ability to achieve our Vision, to] differ materially from those contained in, or implied by, any forward-looking statements [removed: made by us; any such statement is qualified by reference to the following cautionary statements.][added: we make.]

We elaborate on these [added: important factors] and [removed: other] [added: the] risks we face throughout this Form [removed: 10-K] [added: 10-K,] particularly in the [added: “Executive Summary” and] “Business Environment” sections preceding our discussion of the operating results of our [removed: subsidiaries’ businesses below] [added: segments] in Item 7.

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

[removed: Risks Related to Litigation,] [added: Litigation,] Legislative [removed: or] [added: and] Regulatory [removed: Action][added: Risks]

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

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 alleging violations of the Racketeer Influenced and Corrupt Organizations [removed: Act (“RICO”),] [added: Act,] claims for contribution and claims of competitors, shareholders and distributors.

Litigation is subject to [removed: uncertainty] [added: significant uncertainty,] and [removed: it is possible that] there could be adverse developments in pending or future cases.

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

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The variability in pleadings in multiple [removed: jurisdictions, together with] [added: jurisdictions and] the actual experience of management in litigating [removed: claims,] [added: claims] demonstrate that the monetary relief that may be specified in a lawsuit bears little relevance to the ultimate outcome.

In such cases, [removed: Altria or its subsidiaries] [added: we] may face the risk that one or more co-defendants decline or otherwise fail to participate in the bonding required for an appeal or to pay their proportionate or jury-allocated share of a judgment.

As a result, [removed: Altria or its subsidiaries under certain circumstances] [added: we] may have to pay more than [removed: their] [added: our] proportionate share of any bonding- or judgment-related [removed: amounts.][added: amounts under certain circumstances.]

Furthermore, in [removed: those] cases where plaintiffs are successful, [removed: Altria or its subsidiaries may] [added: we] also [added: may] be required to pay interest and attorneys’ fees.

Although [removed: PM USA has] [added: we] historically [added: have] been able to obtain required bonds or relief from bonding requirements in order to prevent plaintiffs from seeking to collect judgments while adverse verdicts have been appealed, there remains a risk that such relief may not be obtainable in all cases.

[removed: As discussed in Note 18,] [added: However,] 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.

Although we cannot predict the outcome of such challenges, it is possible that [removed: the consolidated] [added: our business,] results of operations, cash flows or financial position [removed: of Altria, or the businesses of one or more of its subsidiaries or investees,] could be materially adversely affected in a particular fiscal quarter or fiscal year by an unfavorable outcome of one or more such challenges.

In certain litigation, [removed: Altria, its subsidiaries] [added: we] and [removed: its investees] [added: our subsidiaries] may face potentially significant non-monetary remedies that could have a material adverse effect on our businesses.

For example, in the Federal Government’s [removed: lawsuit discussed in Note 18,] [added: lawsuit,] the district court did not impose monetary penalties but ordered significant non-monetary remedies, including the issuance of “corrective statements.” In the patent lawsuit adjudicated before the [removed: ITC discussed in Note 18,] [added: ITC,] the ITC banned the importation of [removed: the] *IQOS* devices, [removed: *Marlboro* *HeatSticks*] [added: *Marlboro HeatSticks*] and component parts into the United States and the sale and marketing of any such products previously imported into the United States.

In [removed: addition, in] April [removed: 2020] [added: 2020,] the [removed: Federal Trade Commission (“FTC”)] [added: FTC] issued an administrative complaint against Altria and JUUL alleging that [removed: Altria’s] [added: our] 35% investment in JUUL and the associated agreements constitute [added: an] unreasonable restraint [removed: on trade.][added: of trade in violation of Section 1 of the Sherman Act and Section 5 of the FTC Act, and substantially lessened competition in violation of Section 7 of the Clayton Act.]

[added: Each of] Altria and [removed: each of] its subsidiaries named as a defendant [added: in pending litigation] believe, and each has been so advised by counsel handling the respective cases, that it has valid defenses to the litigation pending against it, as well as valid bases for appeal of adverse verdicts.

[removed: Each of the companies has] [added: We have] defended, and will continue to defend, vigorously against litigation challenges.

However, [removed: Altria and its subsidiaries] [added: we] may enter into settlement discussions in particular cases if [removed: they] [added: we] believe it is in [removed: the] [added: our] best interests [removed: of Altria] to do so.

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

[removed: As described in *Tobacco Space - Business Environment* in Item 7, PM USA faces] [added: We face] significant governmental and private sector actions, including efforts aimed at reducing the incidence of tobacco use and efforts seeking to hold [removed: PM USA] [added: us] responsible for the adverse health effects associated with both smoking and exposure to environmental tobacco smoke.

These actions, combined with the diminishing social acceptance of smoking, have resulted in reduced cigarette industry volume, and we expect that these factors will continue to reduce cigarette consumption [removed: levels.][added: levels, which could have a material adverse effect on our business, results of operations, cash flows or financial position.]

[removed: through] [added: In addition, actions by] the [removed: pre-market review process] [added: FDA and other federal, state] or [removed: (e) because] [added: local governments or agencies may (i) impact] the [removed: FDA does not authorize a PMTA] [added: adult tobacco consumer acceptability of] or [removed: otherwise determines that removal is necessary for] [added: access to tobacco products (for example, through nicotine or constituent limits or menthol or other flavor bans), (ii) delay or prevent] the [removed: protection] [added: launch] of [removed: public health), (v)] [added: new or modified tobacco products or products with claims of reduced risk, (iii) limit adult tobacco consumer choices, (iv)] restrict communications to adult tobacco consumers, [removed: (vi)] [added: (v)] restrict the ability to differentiate tobacco products, [removed: (vii)] [added: (vi)] create a competitive advantage or disadvantage for certain tobacco companies, [removed: (viii)] [added: (vii)] impose additional manufacturing, labeling or packing requirements, [removed: (ix)] [added: (viii)] interrupt manufacturing or otherwise significantly increase the cost of doing business, [removed: (x)] [added: (ix)] result in increased illicit trade in tobacco products or [removed: (xi)] [added: (x)] restrict or prevent the use of specified tobacco products in certain locations or the sale of tobacco products by certain retail establishments.

Tobacco products are subject to substantial taxation, [removed: which] [added: and any increases in tobacco product-related taxes] could have [removed: an] [added: a material] adverse impact on sales of [removed: the tobacco products of Altria’s tobacco] [added: our] operating [removed: companies and JUUL and on Altria’s ability to achieve its Vision.][added: companies’ products.]

[removed: Tobacco products are subject to substantial excise taxes, and significant] [added: Significant] increases in [removed: tobacco product-related] taxes or fees [added: on tobacco products (including traditional products as well as e-vapor and oral nicotine products)] have been proposed or enacted and are likely to continue to be proposed or enacted within the United States at the federal, state and local levels.

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

In addition, [added: substantial] excise [removed: taxes] [added: tax increases] on e-vapor and oral nicotine products may negatively impact adult smokers’ transition to these products, which could [added: materially] adversely affect [removed: Altria’s] [added: our] ability to achieve [removed: its] [added: our] Vision.

From time to time, [removed: Altria, its subsidiaries and its investees] [added: we] are subject to federal and state governmental investigations on a range of matters.

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

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

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

While [removed: Altria and its subsidiaries] [added: we] are primarily engaged in business activities in the United States, [removed: they do] [added: we] engage (directly or indirectly) in certain international business activities that are subject to various [removed: United States] [added: U.S.] and foreign laws and regulations, such as foreign privacy laws, the U.S. Foreign Corrupt Practices Act and other laws prohibiting bribery and corruption.

Although we have a Code of Conduct for Compliance and 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, [added: joint venture partners,] investees or third parties.

Our business is subject to various risks and uncertainties that are difficult to predict, may materially affect actual results and are often outside of our control.

We identify a number of these risks and uncertainties below.

This Form 10-K contains statements concerning our expectations, plans, objectives, future financial performance and other statements that are not historical facts.

Consequently, you should not consider the foregoing list to be complete.

Risks Relating to Our Business

Our operating companies’ portfolios of tobacco products are largely comprised of premium brands, such as *Marlboro*, *Copenhagen* and *Skoal*.

As adult tobacco consumer preferences evolve, consumers are increasingly moving across tobacco categories.

Our ability to effectively respond to new and evolving adult tobacco consumer purchase behavior catalyzed by challenging macroeconomic conditions and changes in adult tobacco consumer preferences depends on our ability to promote brand equity successfully among our premium and discount brands and broaden our product portfolios across price-points and categories, including by bringing to market new and innovative tobacco products that appeal to adult tobacco consumers.

Our failure to do so or our failure to anticipate changing adult tobacco consumer preferences, improve productivity and protect or enhance margins through cost savings and price increases, could have a material adverse effect on our business, results of operations, cash flows or financial position.

Our operating companies operate in highly competitive environments.

In addition, as adult tobacco consumer preferences evolve, consumers are increasingly moving across tobacco categories.

Furthermore, the sale of synthetic nicotine products without authorization from the FDA could negatively impact the growth of other innovative tobacco products.

These settlement payments, which are inflation-adjusted, are significant for PM USA and have contributed to substantial cigarette price increases to help cover their cost.

Our failure to compete with lower-priced cigarette brands and counter the impacts of illicit trade in tobacco products could have a material adverse effect on our business, results of operations, cash flows or financial position.

If we are not successful in executing these strategies, there could be a material negative impact on our business and our ability to achieve our Vision.

In October 2022, we entered into a joint venture with JTIUH to form Horizon for the marketing and commercialization of HTS products in the U.S. Horizon’s success in generating new revenue streams by commercializing current and future HTS products owned by us or Japan Tobacco is dependent upon a number of factors.

Also, if the parties are unsuccessful in collaborating on the development and

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global commercialization of additional innovative smoke-free tobacco products, such an outcome could have a negative effect on our ability to generate new revenue streams and enter new geographic markets.

In September 2022, we exercised our option to be released from our JUUL non-competition obligations.

As a result, we now have less voting power and influence over JUUL’s financial and operating policies, and JUUL has greater flexibility to pursue strategic options with respect to its business.

If we are unable to identify and execute on new opportunities to acquire, develop or commercialize innovative products within the e-vapor space, we could be at a competitive disadvantage in the e-vapor category, which could have a negative effect on our ability to generate new revenue streams.

Failure to complete or manage strategic transactions, including acquisitions, dispositions, joint ventures and investments in third parties, could have a material adverse effect on our business and our ability to achieve our Vision.

We regularly evaluate potential strategic transactions, including acquisitions, dispositions, joint ventures and investments in third parties.

Opportunities for strategic transactions may be limited, and the success of any such transaction is dependent upon our ability to realize the expected benefits of the transaction in the expected time frame or at all.

Furthermore, following the completion of a transaction there may be certain financial, managerial, staffing and talent, and operational risks, including diversion of management’s attention from existing core businesses, difficulties integrating other businesses into existing operations and other challenges presented by a transaction that does not achieve anticipated sales levels and profitability.

We can provide no assurance that we will be able to enter into attractive business relationships or execute strategic transactions on favorable terms or at all or that any such relationships or transactions will improve our competitive position or have the intended financial outcomes.

For example, to date, our investments in JUUL and Cronos have not resulted in the economic and competitive advantages expected at the time the investments were made.

If any acquisition, disposition, joint venture, investment in a third party or other strategic relationship is not successful, there could be a material negative impact on our business, financial position and our ability to achieve our Vision.

Shifts in crops (such as those driven by macroeconomic conditions and adverse weather patterns), government restrictions and mandated prices, production control programs, economic trade sanctions, import duties and tariffs, international trade disruptions, inflation, geopolitical instability, climate and environmental changes and disruptions due to man-made or natural disasters may increase the cost or reduce the supply or quality of tobacco, other raw materials, ingredients or component parts used to manufacture our products.

Any significant change in such factors could restrict our ability to continue manufacturing and marketing existing products or impact adult consumer product acceptability and have a material adverse effect on our business and profitability.

For varieties of tobacco only available in limited geographies, government-mandated prices and production control programs, political instability or government prohibitions on the import or export of tobacco in certain countries pose additional risks to price, availability and quality.

In addition, as consumer demand increases for smoke-free products and decreases for combustible products, the volume of tobacco leaf required for production may decrease, resulting in reduced demand.

The reduced demand for tobacco leaf may result in the reduced supply and availability of domestic tobacco as growers divert resources to other crops or cease farming.

The unavailability or unacceptability of any one or more particular varieties of tobacco leaf necessary to manufacture our operating companies’ products could restrict our ability to continue marketing existing products or impact adult tobacco consumer product acceptability, which could have a material adverse effect on our business and profitability.

Current macroeconomic conditions and geopolitical instability (including high inflation, high gas prices, rising interest rates, labor shortages, supply and demand imbalances and the Russian invasion of Ukraine) are causing worldwide disruptions and delays to supply chains and commercial markets, which limit access to, and increase the cost of, raw materials, ingredients and component parts (for example, tobacco leaf and resins and aluminum used in our packaging).

Furthermore, challenging economic conditions can create the risk that our suppliers, distributors, logistics providers or other third-party partners suffer financial or operational difficulties, which may

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impact their ability to provide us with or distribute finished product, raw materials and component parts and services in a timely manner or at all.

In addition, government taxes, restrictions and prohibitions on the sale and use of certain products may limit access to, and increase the costs of, raw materials and component parts and, potentially, impede our ability to sell certain of our products.

Any of the following risks could materially adversely affect our business, our results of operations, our cash flows, our financial position and the actual outcome of matters as to which forward-looking statements are made in this Form 10-K.*

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 webcasts and presentations.

Consequently, you should not consider the following to be a complete discussion of all potential risks or uncertainties.

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 investees and Altria’s ability to achieve its Vision.

of dollars.

In 2019, we determined that our investment in JUUL was impaired in part due to the increase in the number and type of legal cases pending against JUUL.

Altria and PM USA are also defendants in many of these cases.

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

FTC complaint counsel appealed that decision to the FTC Commissioners.

E-vapor litigation and the FTC action, including the remedies the FTC is seeking, are further discussed in Item 3.

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

Altria and its subsidiaries have achieved substantial success in managing litigation.

Nevertheless, litigation is subject to uncertainty, and significant challenges remain.

It is possible that the consolidated results of operations, cash flows or financial position of Altria, or the businesses of one or more of its subsidiaries or investees, could be materially adversely affected in a particular fiscal quarter or fiscal year by an unfavorable outcome or settlement of certain pending litigation.

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

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.

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) delay or prevent the launch of new or modified tobacco products or products with claims of reduced risk, (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

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 operating companies, including adversely affecting Altria’s investment in JUUL and Altria’s ability to achieve its Vision.

See *Tobacco Space - Business Environment* in Item 7 for a more detailed discussion.

For further discussion, see *Tobacco Space - Business Environment - Excise Taxes* in Item 7.

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

For further discussion of current pending investigations, see *Tobacco Space - Business Environment - Other International, Federal, State and Local Regulation and Governmental and Private Activity* in Item 7.

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

Altria’s investees also engage in international business operations.

Altria’s, its subsidiaries’ and its investees’ business and financial results, consolidated results of operations, cash flows or financial position could be negatively impacted by health epidemics, pandemics and similar outbreaks.

The 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 limited access to these markets, including by those in the distribution and supply chains), (iii) significant volatility in demand for our tobacco operating companies’ and investees’ products, (iv) changes in adult tobacco consumer accessibility to those products, including due to government action, (v) changes in adult tobacco consumer behavior and preferences, including trading down to lower-priced products or the reduction in, or the cessation of, product use due to public health actions or concerns and

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.

In addition, our subsidiaries and 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 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.

We cannot at this time predict the impact of the COVID-19 pandemic on our or our investees’ future financial or operational results, but the impact could be material over time.

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 investments in JUUL, ABI and Cronos and the earnings from and carrying value of those investments.

For further discussion on the impact of the COVID-19 pandemic on our tobacco operating companies and investees, see *Executive Summary - COVID-19 Pandemic* in Item 7.

Each of Altria’s tobacco operating companies operates in highly competitive tobacco categories.

This competition also exists across categories as adult tobacco consumer preferences evolve.

See *Tobacco Space - Business Environment - Summary* in Item 7 for additional discussion concerning evolving adult tobacco consumer preferences.

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 e-vapor and oral nicotine products of Altria’s tobacco operating companies and JUUL, could negatively impact the growth of e-vapor and oral nicotine pouch products.

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

These settlements, among other factors, resulted in substantial cigarette price increases to help cover the cost of the settlement payments.

Each of our tobacco operating companies is subject to intense competition and changes in adult tobacco consumer preferences.

To be successful, they must continue to:

Management’s Discussion and Analysis of Financial Condition and Results of Operations [added: (“MD&A”)] in [removed: Altria’s 2020] [added: our 2021] 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, [removed: 2020] [added: 2021] compared to the year ended December 31, [removed: 2019.][added: 2020, which we filed with the SEC on February 25, 2022 and is incorporated by reference into this Form 10-K for the year ended December 31, 2022.]

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

*Background and Basis of Presentation* to the consolidated financial statements in Item [removed: 8.][added: 8 (“Note 1”).]

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

Except as noted in the [removed: *2022] [added: *2023] Forecasted Results* section [removed: below,] [added: above,] when [removed: Altria provides] [added: we provide] a non-GAAP measure in this Form 10-K, [removed: it] [added: we] also [removed: provides] [added: provide] a reconciliation of that non-GAAP financial measure to the most directly comparable GAAP financial measure.

[removed: See] [added: For further discussion on the potential impact of inflation on future payments, see] *Operating Results by Business Segment - Tobacco Space - State Settlement [removed: Agreements* below for further discussion on MSA expense.][added: Agreements*.]

[removed: Altria also continues] [added: We continue] to [added: expect potential fluctuations in discount product share for cigarettes and MST products as price sensitive adult tobacco consumers react to their economic conditions and will] monitor [added: the effect of these dynamics on] adult tobacco [removed: consumers’ purchasing] [added: consumers and their purchase] behaviors, including overall tobacco product expenditures, mix between premium and discount brand purchases and adoption of smoke-free products.

[removed: See] [added: For a discussion regarding discount category dynamics in 2022 and the economic conditions, including a high inflationary environment, that impact adult tobacco consumer purchasing behavior, see] *Operating Results by Business Segment - Tobacco Space [added: -] Business Environment - Summary* [removed: below for further discussion of economic conditions and the impact on adult tobacco consumer purchasing behavior.][added: above.]

[removed: While Altria considers the impacts related to the COVID-19 pandemic that have negatively impacted ABI’s global business to be transitory, Altria] [added: We] will continue to monitor [removed: its] [added: our] investment in ABI, including the impact of [removed: the COVID-19 pandemic] [added: macroeconomic and geopolitical factors] on ABI’s business and market valuation.

[removed: See Note 6 for] [added: For] further [removed: discussion of Altria’s investment in JUUL.][added: discussion, see Note 5.]

[removed: See Note 6 for] [added: For] further [removed: discussion of Altria’s investment in Cronos.][added: discussion, see Note 8.]

The changes in net earnings [removed: (losses)] attributable to Altria and diluted earnings [removed: (losses)] per share (“EPS”) attributable to Altria for the year ended December 31, [removed: 2021,] [added: 2022,] from the year ended December 31, [removed: 2020,] [added: 2021,] were due primarily to the following:

| (in millions, except per share data) | | | Net [removed: Earnings (Losses)] [added: Earnings] | | | | | | Diluted EPS | | |

| [removed: For] [added: | | | | | | For] the [removed: year ended] [added: Year Ended] December 31, [removed: 2020] [added: 2022] | | | [removed: $] | [removed: 4,467] | | | | | [removed: $] | [removed: 2.40] | |

| [removed: 2020] NPM Adjustment Items | | | [removed: 3] [added: (63)] | | | | | | [removed: —] [added: (53)] | | | [added: | | | | | |]

| [removed: 2020] Asset impairment, exit, implementation, acquisition and disposition-related costs | | | [removed: 342] | | | [added: 11] | | | [removed: 0.18] [added: 2] | | | [added: 9 | | | 9 | | | — | | |]

| [removed: 2020] Tobacco and health and certain other litigation items | | | [removed: 62 | | | | | | 0.03] [added: 0.05] | | |

| [removed: 2020] JUUL changes in fair value | | | [removed: (100) | | | | | | (0.05)] [added: 0.81] | | |

| [removed: 2020] ABI-related special items | | | [removed: 603 | | | | | | 0.32] [added: 1.12] | | |

| [removed: 2020] Cronos-related special items | | | [removed: 53 | | | | | | 0.03] [added: 0.10] | | |

| [removed: 2020 Tax] [added: Income tax] items | | | [removed: 50] | | | [added: —] | | | [removed: 0.03] [added: 3] | | | [added: (3) | | | (3) | | | — | | |]

| 2021 NPM Adjustment Items | | | [removed: 57] [added: (57)] | | | | | | [removed: 0.03] [added: (0.03)] | | |

| 2021 Asset impairment, exit, implementation, acquisition and disposition-related costs | | | [removed: (99)] [added: 99] | | | | | | [removed: (0.05)] [added: 0.05] | | |

| 2021 Tobacco and health and certain other litigation items | | | [removed: (138)] [added: 138] | | | | | | [removed: (0.07)] [added: 0.07] | | |

| 2021 ABI-related special items | | | [removed: (4,901)] [added: 4,901] | | | | | | [removed: (2.66)] [added: 2.66] | | |

| 2021 Cronos-related special items | | | [removed: (470)] [added: 470] | | | | | | [removed: (0.25)] [added: 0.25] | | |

| 2021 Loss on early extinguishment of debt | | | [removed: (496)] [added: 496] | | | | | | [removed: (0.27)] [added: 0.27] | | |

| 2021 [removed: Tax] [added: Income tax] items | | | [removed: 3] [added: (3)] | | | | | | [removed: —] [added: —] | | |

| Subtotal 2021 special items | | | [removed: (6,044)] [added: 6,044] | | | | | | [removed: (3.27)] [added: 3.27] | | |

| Fewer shares outstanding | | | — | | | | | | [removed: 0.03] [added: 0.11] | | |

| Change in tax rate | | | [removed: (33)] [added: 14] | | | | | | [removed: (0.02)] [added: —] | | |

| For the year ended December 31, 2021 | | | [removed: $] [added: $] | [removed: 2,475] [added: 2,475] | | | | | [removed: $] [added: $] | [removed: 1.34] [added: 1.34] | |

| 2021 Reported Net Earnings [removed: (Losses)] | | | [removed: $] [added: $] | [removed: 2,475] [added: 2,475] | | | | | [removed: $] [added: $] | [removed: 1.34] [added: 1.34] | |

| 2021 Adjusted Net Earnings and Adjusted Diluted EPS | | | [removed: $] [added: $] | [removed: 8,519] [added: 8,519] | | | | | [removed: $] [added: $] | [removed: 4.61] [added: 4.61] | |

| [removed: 2020] [added: 2022] Adjusted Net Earnings and Adjusted Diluted EPS | | | [removed: $] [added: $] | [removed: 8,117] [added: 8,742] | | | | | [removed: $] [added: $] | [removed: 4.36] [added: 4.84] | |

| % Change | | | [removed: 5.0] [added: 2.6] | | % | | | | [removed: 5.7] [added: 5.0] | | % |

*For a discussion of special items and other business drivers affecting the comparability of statements of earnings [removed: (losses)] amounts and reconciliations of adjusted earnings attributable to Altria and adjusted diluted EPS attributable to Altria, see the Consolidated Operating Results section below.*

▪Fewer Shares Outstanding: Fewer shares outstanding were due to shares [added: we] repurchased [removed: by Altria] under [removed: its] [added: our] share repurchase [removed: program in 2021.][added: program.]

▪Operations: The increase of [removed: $435] [added: $209] million in operations (which excludes the impact of special items shown [added: in the table] above) was due primarily to [removed: the following:][added: higher OCI and lower interest and other debt expense, net.]

[removed: 2022] [added: 2023] Forecasted Results

Our Business

We have a leading portfolio of tobacco products for U.S. tobacco consumers age 21+.

Our Vision by 2030 is to responsibly lead the transition of adult smokers to a smoke-free future.

We are *Moving Beyond Smoking*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, our businesses and society.

Our wholly owned subsidiaries include leading manufacturers of both combustible and smoke-free products.

In combustibles, we own PM USA, the most profitable U.S. cigarette manufacturer, and Middleton, a leading U.S. cigar manufacturer.

Our smoke-free portfolio includes ownership of USSTC, the leading global MST manufacturer, and Helix, a leading manufacturer of oral nicotine pouches.

Additionally, we have a majority-owned joint venture, Horizon, for the U.S. marketing and commercialization of HTS products and, through a separate agreement, we have the exclusive U.S. commercialization rights to the *IQOS* System and *Marlboro HeatSticks* through April 2024.

Our investments in equity securities include ABI, the world’s largest brewer, Cronos, a leading Canadian cannabinoid company, and JUUL, a U.S. based e-vapor company.

The brand portfolios of our tobacco operating companies include *Marlboro*, *Black & Mild*, *Copenhagen*, *Skoal* and *on!*.

Trademarks and service marks related to Altria referenced in this Form 10-K are the property of Altria or our subsidiaries or are used with permission.

Trends and Developments

In this MD&A section, we discuss factors that have impacted our business as of the date of this Form 10-K.

In addition, we are aware of certain trends and developments that could, individually or in the aggregate, have a material impact on our business, including the value of our investments in equity securities, in the future.

In this *Trends and Developments* section, we focus on the potential effects on our business resulting from the continued elevated rate of inflation, supply chain disruptions, ongoing geopolitical events and recent regulatory actions.

We continue to monitor the evolving macroeconomic and geopolitical landscapes.

High rates of inflation occurred in 2022, driven by increasing global energy, commodity and food prices, which were further exacerbated by other factors, including supply and demand imbalances, labor shortages and the Russian invasion of Ukraine.

High inflation, high gas prices and rising interest rates could continue to impact our business by negatively impacting adult tobacco consumers’ disposable income and future purchase behaviors.

During 2022, cigarette retail share for the industry discount segment increased.

Increases in inflation also have a direct and adverse impact on our MSA expense and other direct and indirect costs.

We expect inflation to continue at increased levels in 2023, and the extent of any effects on adult tobacco consumers’ purchase behaviors depends in part on the magnitude and duration of such increased inflation levels.

See *Operating Results by Business Segment - Tobacco Space - Business Environment* for additional information on evolving trends in the tobacco industry and the impacts to our business from increased inflation.

Volatility in domestic and global economies and disruptions in the supply and distribution chains are expected to continue in 2023, resulting from several factors, including the on-going impacts of inflation, supply and demand imbalances across many sectors such as energy and commodities, raw materials availability and geopolitical events.

We continue to work to mitigate the potential negative impacts of these macroeconomic and geopolitical dynamics on our businesses through, among other actions, proactive engagement with current and potential suppliers and distributors, the development of alternative sourcing strategies, entry into long-term supply contracts, evolution of our safety, health and environmental protocols at our facilities and prudent oversight of our liquidity.

See *Operating Results by Business Segment - Tobacco Space - Business Environment* for additional information on the supply chain and other impacts of the macroeconomic and geopolitical environment on our business.

Tobacco companies are subject to broad and evolving regulatory and legislative frameworks that could have a material impact on our business.

For example, the FDA has issued proposed product standards regarding menthol in cigarettes and characterizing flavors in cigars, and, in June 2022, the Biden Administration published plans for future potential regulatory actions that include the FDA’s plans to develop a proposed product standard that would establish a maximum nicotine level for cigarettes and certain other combustible tobacco products.

In addition, certain states and localities are considering or have passed legislation to ban flavors in one or more tobacco products, including California where a ban on the sale of most tobacco products with characterizing flavors became effective in December 2022.

See *Operating Results by Business Segment - Tobacco Space - Business Environment* for additional information on the nature, scope and potential impacts of regulatory and legislative developments.

In June 2022, the FDA issued marketing denial orders (“MDOs”) to JUUL ordering all of JUUL’s products currently marketed in the United States off the market.

In July 2022, the FDA administratively stayed the MDOs on a temporary basis, citing its determination that there are scientific issues unique to the JUUL PMTA that warrant additional agency review.

This administrative stay temporarily suspends the MDOs, and JUUL’s products currently remain on the market.

See *Operating Results by Business Segment - Tobacco Space - Business Environment - FSPTCA and FDA Regulation - FDA Regulatory Actions - Electronic Nicotine Delivery System Products* for additional information regarding the MDOs.

We considered, among other factors, the impact of the FDA’s actions in conducting our quarterly quantitative valuations of our investment in JUUL during 2022, which resulted in us recording non-cash, pre-tax unrealized losses of approximately $1.5 billion for the year ended December 31, 2022.

We will continue to monitor and consider developments in the FDA’s additional review, among other factors, in our quarterly quantitative valuations of JUUL.

The adverse macroeconomic and geopolitical landscapes have impacted global businesses, including ABI, and the global markets in 2022, and we expect this dynamic to continue in 2023.

ABI’s business has continued to be impacted by supply chain constraints across certain markets, foreign exchange rate fluctuations, inflation, commodity cost headwinds and the Russian invasion of Ukraine (as evidenced by ABI fully impairing its joint venture with exposure to Russia and Ukraine in the first quarter of 2022).

Additionally, the macroeconomic and geopolitical factors have contributed to significant changes in certain foreign exchange rates, including the Euro to USD exchange rate, and in the global equity markets.

We evaluated these and other factors related to the decline in the fair value of our equity investment in ABI below its carrying value, and concluded that the decline was other than temporary, which resulted in us recording a non-cash, pre-tax charge of $2.5 billion in the third quarter of 2022.

The fair value of our equity investment in ABI had share price and market valuation recovery during the fourth quarter of 2022.

Description of the Company

OCI for the segments is defined as operating income before general corporate expenses and amortization of intangibles.

COVID-19 Pandemic

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.

Uncertainty still surrounds the pandemic, including its duration, the impact of COVID-19 variants and the ultimate overall impact on United States and global economies, Altria’s operations and those of its investees.

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.

Specifically, Altria remains focused on any potential impact to its liquidity, operations, supply and distribution chains and on economic conditions.

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.

As with so many other companies throughout the United States and globally, Altria’s operations have been affected by the COVID-19 pandemic.

To date, Altria believes its tobacco businesses have not experienced any material adverse effects associated with governmental actions to restrict consumer movement or business operations, but continues to monitor these factors.

Altria continues to 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.

Also, Altria’s critical information technology systems have remained operational.

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 2020, and all manufacturing and non-manufacturing facilities are currently operational under enhanced safety 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 pandemic and guidance from public health officials as it evolves its safety protocols.

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.

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.

To date, Altria has not experienced any material disruptions to its supply chains or distribution systems.

Altria continues to monitor the risk that the business of one or more suppliers, distributors or any other entities within its supply and distribution chains may be disrupted.

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.

Although Altria’s tobacco businesses have not experienced a material adverse impact to date by the COVID-19 pandemic, there is continued uncertainty as to how the COVID-19 pandemic (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 (including risks associated with the timing and 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 income, which may be further impacted by unemployment rates and inflation.

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.

Altria considered the impact of the COVID-19 pandemic on the business of JUUL, including its sales, distribution, operations, supply chain and liquidity, in conducting its periodic impairment assessment and quantitative valuations.

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.

While the impact was considered in Altria’s quantitative valuations conducted in connection with the preparation of its financial statements for the years ended December 31, 2021 and 2020, Altria does not believe the COVID-19 pandemic was a primary driver of the non-cash, pre-tax impairment charge recorded during 2020 or any quarterly changes in fair value recorded since the fourth quarter of 2020.

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

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

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.

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

| 2020 Impairment of JUUL equity securities | | | 2,600 | | | | | | 1.40 | | |

| 2020 COVID-19 special items | | | 37 | | | | | | 0.02 | | |

| Subtotal 2020 special items | | | 3,650 | | | | | | 1.96 | | |

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

| 2020 Reported Net Earnings (Losses) | | | $ | 4,467 | | | | | $ | 2.40 | |

The fair value of [removed: Altria’s] [added: our] long-term debt, all of which is fixed-rate debt, is subject to fluctuations resulting [added: primarily] from changes in market interest rates.

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

| (in billions) | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Fair value | | | | | | $ | [removed: 30.5] [added: 22.9] | | | | | $ | [removed: 34.7] [added: 30.5] | |

| Decrease in fair value from a 1% increase in market interest rates | | | | | | [removed: 2.7] [added: 1.7] | | | | | | 2.7 | | |

| Increase in fair value from a 1% decrease in market interest rates | | | | | | [removed: 3.2] [added: 2.0] | | | | | | [removed: 3.1] [added: 3.2] | | |

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

The applicable percentage [removed: based on Altria’s long-term senior unsecured debt ratings at December 31, 2021] for borrowings under the Credit Agreement [added: at December 31, 2022] was [removed: 1.0%.][added: 1.0% based on our long-term senior unsecured debt ratings on that date.]

At December 31, [removed: 2021] [added: 2022] and [removed: 2020, Altria] [added: 2021, we] had no borrowings under the Credit Agreement.

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Equity Price Risk

The estimated fair values of the Fixed-price Preemptive Rights and the Cronos warrant are subject to equity price risk.

The Fixed-price Preemptive Rights and warrant are recorded at fair value, which is estimated using Black-Scholes option-pricing models.

The fair values of the Fixed-price Preemptive Rights and Cronos warrant are subject to fluctuations resulting from changes in the quoted market price of Cronos shares, the underlying equity security.

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 31:

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

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

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

| (in millions) | | | | | | Fixed-price Preemptive Rights | | | | | | | | | | | | Cronos Warrant | | | | | | | | |

| Fair values | | | | | | $ | 1 | | | | | $ | 24 | | | | | $ | 14 | | | | | $ | 139 | |

| Change in fair value based on a 10% increase/decrease in the quoted market price of Cronos shares | | | | | | — | | | | | | 6 | | | | | | 5 | | | | | | 28 | | |

*When used in this Annual Report on Form 10-K (“Form 10-K”), the terms “Altria,” “we,” “us” and “our” [removed: refers] [added: refer] to [added: either (i)] Altria Group, Inc. and its [added: consolidated subsidiaries or (ii) Altria Group, Inc. only and not its consolidated] subsidiaries, [removed: unless] [added: as appropriate in] the [removed: context requires otherwise.*][added: context.*]

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

[removed: Altria is] [added: We are] *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, [removed: Altria’s] [added: our] businesses and society.

[removed: Altria’s] [added: Our] wholly owned subsidiaries include Philip Morris USA Inc. (“PM USA”), which is engaged in the manufacture and sale of cigarettes in the United 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”), [removed: which] [added: which,] through its wholly owned subsidiary U.S. Smokeless Tobacco Company LLC (“USSTC”), is engaged in the manufacture and sale of moist smokeless tobacco products (“MST”) and snus products; [added: and] Helix Innovations LLC (“Helix”), which operates in the United States and Canada, and Helix Innovations GmbH and its [removed: subsidiaries] [added: affiliates] (“Helix ROW”), which operate internationally in the rest-of-world, are engaged in the manufacture and sale of [removed: *on!*] oral nicotine [removed: pouches; and Philip Morris Capital Corporation (“PMCC”), which maintains a portfolio of finance assets, substantially all of which are leveraged leases.][added: pouches.]

Other [removed: Altria] wholly owned subsidiaries include Altria Group Distribution Company, which provides sales and distribution services to [removed: Altria’s] [added: our] domestic tobacco operating [removed: companies, and] [added: companies;] Altria Client Services LLC (“ALCS”), which provides various support services [added: to our companies] in areas such as legal, regulatory, consumer engagement, finance, human resources and external [removed: affairs to Altria.][added: affairs; and Philip Morris Capital Corporation (“PMCC”), which completed the wind-down of its portfolio of finance assets in 2022 and had no finance assets remaining at December 31, 2022.]

[removed: On] [added: In] October [removed: 1,] 2021, UST sold its subsidiary, International Wine & Spirits Ltd. (“IWS”), which included Ste.

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

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

The financial services [removed: and] [added: business,] the [removed: innovative] [added: *IQOS* System (as defined below) heated] tobacco [removed: products businesses] [added: business and Helix ROW] are included in an all other category due to the [removed: continued reduction of the lease portfolio of PMCC and the] relative financial contribution of [removed: Altria’s innovative tobacco products] [added: these] businesses to [removed: Altria’s] [added: our] consolidated results.

Michelle [removed: constituted the] [added: was a] reportable [removed: wine] segment.

For further information, see Note [removed: 15.][added: 14.]

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

[removed: Altria accounts] [added: We account] for [removed: its] [added: our] investments in ABI and Cronos under the equity method of accounting using a one-quarter lag.

For further discussion of [removed: Altria’s] [added: our] investments in equity securities, see Note [removed: 6.][added: 5.]

*Investments in Equity Securities* to the consolidated financial statements in Item 8 (“Note [removed: 6”).][added: 5”).]

[removed: Altria’s] [added: Our] tobacco operating companies include PM USA, USSTC and other subsidiaries of UST, Middleton and Helix.

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

Total smokeable products segment’s cigarettes shipment volume in the United States was [removed: 93.8] [added: 84.7] billion units in [removed: 2021,] [added: 2022,] a decrease of [removed: 7.5%] [added: 9.7%] from [removed: 2020.][added: 2021.]

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Total smokeable products segment’s cigars shipment volume was approximately [removed: 1.8] [added: 1.7] billion units in [removed: 2021, essentially unchanged] [added: 2022, a decrease of 4.0%] from [removed: 2020.][added: 2021.]

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

Total oral tobacco products segment’s shipment volume was [removed: 820.3] [added: 800.6] million units in [removed: 2021, essentially unchanged] [added: 2022, a decrease of 2.4%] from [removed: 2020.][added: 2021.]

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

In 2019, [removed: based on FDA authorized PMTAs,] PM USA began commercialization of [removed: the] [added: PMI’s] *IQOS Tobacco Heating System* [added: (“*IQOS* 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* [removed: devices,] [added: System electronic device,] *Marlboro HeatSticks* and [added: the] 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.

Due to this litigation, [removed: PM USA] [added: we] removed the *IQOS* [removed: devices] [added: System electronic device] and *Marlboro HeatSticks* from the marketplace.

For a further discussion of the ITC decision, see Note [removed: 18.][added: 17.]

*Contingencies* to the consolidated financial statements in Item 8 (“Note [removed: 18”).][added: 17”).]

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

Under the terms of this program, USSTC agrees to purchase the amount of tobacco specified in the grower contracts that meets USSTC’s grade and quality [removed: standard.][added: standards.]

[removed: Altria’s] [added: Our] tobacco subsidiaries believe there is an adequate supply of tobacco in the world markets to satisfy their current and anticipated production requirements.

*▪*Customers: For a discussion of PM USA, USSTC, Helix and Middleton’s largest customers, including their percentages of [removed: Altria’s] [added: our] consolidated net revenues for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] see Note [removed: 15.][added: 14.]

*Segment Reporting* to the consolidated financial statements in Item 8 (“Note [removed: 15”).][added: 14”).]

Directors, Executive Officers and Corporate Governance - *Information about Our Executive Officers as of February 15, [removed: 2022*] [added: 2023*] of this Form 10-K.

Attracting, [removed: developing] [added: developing, deploying] and retaining the best talent with the skills to make significant progress 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 and benefits design and implementation, performance management, [removed: advancement] [added: career management] and succession planning and professional and learning development.

As of December 31, [removed: 2021,] [added: 2022,] women represented [removed: 32%] [added: 34%] of vice president-level and 41% of director-level roles; Asian, Black, Hispanic or employees of two or more races represented [removed: 24%] [added: 21%] of our vice president-level and 26% of our director-level roles.

We work to manage this risk by, among other things, targeting total compensation packages to be above peer companies [removed: for] [added: with] which we compete for talent.

[removed: Our goal is] [added: We design our compensation program] to [removed: provide] [added: deliver] total compensation [removed: packages] [added: at levels] between the 50th and 75th percentiles of [removed: total] compensation [removed: packages] paid to employees in comparable positions at our peer [removed: companies upon attainment of business and individual goals.][added: companies.]

Based on the most recent annual analysis we conducted in [removed: November 2021,] [added: December 2022,] adjusting for factors generally considered to be legitimate differentiators of salary, such as performance and tenure, salaries of our female employees were 99.6% of those of our male employees, and salaries of our non-white employees were [removed: 99.9%] [added: 100%] of those of our white employees.

We have a leading portfolio of tobacco products for U.S. tobacco consumers age 21+.

In October 2022, Altria, through PM USA, entered into a joint venture with JTI (US) Holding, Inc. (“JTIUH”), a subsidiary of Japan Tobacco Inc. (“Japan Tobacco”), for the U.S. marketing and commercialization of heated tobacco stick (“HTS”) products.

The joint venture entity, Horizon Innovations LLC (“Horizon”), is structured to exist in perpetuity and is responsible for the U.S. commercialization of HTS products owned by either party.

PM USA holds a 75% economic interest in Horizon with JTIUH having a 25% economic interest.

The parties plan to collaborate on a global smoke-free partnership.

Horizon is governed by a board of managers, which is comprised of four individuals designated by PM USA and three individuals designated by JTIUH.

For further information, see *Other Tobacco Products* below.

Prior to the Ste.

Michelle Transaction, wine produced and/or sold by Ste.

We account for our investment in JUUL at fair value.

tobacco products, consisting of MST and snus products manufactured and sold by USSTC and oral nicotine pouches manufactured and sold by Helix.

In October 2022, we entered into an agreement with PMI to, among other things, transition and ultimately conclude our relationship with respect to the *IQOS* System in the United States.

We have agreed to assign to PMI exclusive U.S. commercialization rights to the *IQOS* System effective April 30, 2024.

PMI will not have access to the *Marlboro* brand name or other brand assets, as PM USA owns the *Marlboro* trademark in the United States.

For further discussion see Note 4.

*Goodwill and Other Intangible Assets, net* to the consolidated financial statements in Item 8 (“Note 4”).

In connection with the joint venture agreement with JTIUH, Horizon will market and commercialize HTS products, which are defined in the joint venture agreement as products that include both (i) a tobacco heating device intended to heat the consumable without combusting and (ii) a consumable that meets the definition of a cigarette under the U.S. Federal Cigarette Labeling and Advertising Act.

Horizon is responsible for the U.S. commercialization of current and future HTS products owned by either party and, upon authorization by the U.S. Food and Drug Administration (“FDA”) of a pre-market tobacco application (“PMTA”), will become the exclusive entity through which the parties market and commercialize HTS products in the United States.

Upon PMTA authorization of *Ploom* HTS products, JTIUH will supply *Ploom* HTS devices and PM USA will manufacture *Marlboro* HTS consumables for U.S. commercialization.

[Table](#i15062ca98227434086141b426450a5cb_10) [](#i15062ca98227434086141b426450a5cb_10)[of](#i15062ca98227434086141b426450a5cb_10) [Contents](#i15062ca98227434086141b426450a5cb_10)

Helix, through an affiliate, purchases tobacco-derived nicotine materials from suppliers and believes its suppliers can satisfy current and anticipated future production requirements.

Actual total compensation can exceed the 75th percentile or be below the 50th percentile depending on business and individual performance.

[Table](#i15062ca98227434086141b426450a5cb_10) [](#i15062ca98227434086141b426450a5cb_10)[of](#i15062ca98227434086141b426450a5cb_10) [Contents](#i15062ca98227434086141b426450a5cb_10)

We also provide eligible employees with a company-funded contribution applied to the employee’s qualified higher education student loans to help reduce student loan debt.

An additional tool we use to motivate and recognize employees is our employee recognition program, Snap, which allows leaders and employees to reward and recognize colleagues for their outstanding performance and everyday excellence.

In addition, in 2022, we conducted quarterly employee surveys to gauge overall engagement and to obtain feedback on topics such as workplace flexibility, workload, inclusion, development opportunities, management support, compliance and understanding of business strategy.

At December 31, 2022, we employed approximately 6,300 people.

In addition, all suppliers of goods and services that maintain operations in high-risk countries are subject to social compliance audits of those operations.

[Table](#i15062ca98227434086141b426450a5cb_10) [](#i15062ca98227434086141b426450a5cb_10)[of](#i15062ca98227434086141b426450a5cb_10) [Contents](#i15062ca98227434086141b426450a5cb_10)

December 31, 2022.

The SEC maintains an Internet website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers from which investors can electronically access our SEC filings.

In 2019, Helix acquired Burger Söhne Holding and its subsidiaries as well as certain affiliated companies 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 million.

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

Altria accounts for its equity investment in JUUL under the fair value option.

PMI submitted a pre-market tobacco product application (“PMTA”) and modified risk tobacco product (“MRTP”) application with the FDA for its electronically heated tobacco products, comprising the *IQOS Tobacco Heating System*.

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

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

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.

Financial Services Business

In 2003, PMCC ceased making new investments and began focusing exclusively on managing its portfolio of finance assets in order to maximize its operating results and cash flows from its existing lease portfolio activities and asset sales.

Altria expects to complete the wind-down of this business by the end of 2022.

In response to the COVID-19 pandemic, for 2020 and 2021, we expanded dependent care coverage to include $5,000 employee reimbursement for remote learning and other dependent care costs.

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

In addition, in 2021, we conducted quarterly employee surveys to gauge topics such as employee well-being in light of the COVID-19 pandemic, inclusion and workload.

In response to the COVID-19 pandemic, we implemented safety measures aligned with Centers for Disease Control and Prevention guidelines to help protect our employees, including remote work for non-manufacturing salaried employees and additional cleaning and sanitation practices.

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).

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

The information required by this Item is included in Note [removed: 18] [added: 17] and Exhibits 99.1 and 99.2 to this Form 10-K.

Altria’s consolidated financial statements and accompanying notes for the year ended December 31, [removed: 2021] [added: 2022] were filed on Form 8-K on [removed: January 27, 2022] [added: February 1, 2023] (such consolidated financial statements and accompanying notes are also included in Item 8).

▪Non-Engle Progeny Litigation

*Woodley*: In February 2023, a jury in a Massachusetts state court returned a verdict in favor of plaintiff and against PM USA, awarding $5 million in compensatory damages.

We intend to file post-trial motions challenging the award and, if necessary, an appeal.

▪Health Care Cost Recovery Legislation

NPM Adjustment Disputes: In connection with the non-participating manufacturer dispute with the State of Iowa in which Iowa sought a total of approximately $133 million in disputed payments from all defendants combined, as well as treble and punitive damages, and other relief, the participating manufacturers filed a cross motion to compel arbitration, which was heard in December 2022.

In February 2023, the Iowa state court granted the participating manufacturers’ motion, compelling arbitration.

▪Federal and State Shareholder Derivative Lawsuits

In February 2023, plaintiffs and defendants in all of the federal and state derivative cases agreed upon a settlement that was granted final approval by the federal court in the Eastern District of Virginia.

The settlement will become effective upon the expiration of the deadlines for any appeals.

▪Engle Progeny Trial Results

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.

▪Antitrust Litigation

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.

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

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

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

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

| Portions of the registrant’s definitive proxy statement for use in connection with its annual meeting of shareholders to be held on May [removed: 19, 2022,] [added: 18, 2023,] to be filed with the U.S. Securities and Exchange Commission on or about April [removed: 7, 2022,] [added: 6, 2023,] are incorporated by reference into Part III hereof. | | |

| Item 1. | | | [removed: [Business](#i8812d9e499cc48adb68667ba26945936_13)] [added: [Business](#i15062ca98227434086141b426450a5cb_16)] | | | [removed: [1](#i8812d9e499cc48adb68667ba26945936_13)] [added: [1](#i15062ca98227434086141b426450a5cb_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i8812d9e499cc48adb68667ba26945936_16)] [added: Factors](#i15062ca98227434086141b426450a5cb_19)] | | | [removed: [5](#i8812d9e499cc48adb68667ba26945936_16)] [added: [5](#i15062ca98227434086141b426450a5cb_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i8812d9e499cc48adb68667ba26945936_19)] [added: Comments](#i15062ca98227434086141b426450a5cb_22)] | | | [removed: [14](#i8812d9e499cc48adb68667ba26945936_19)] [added: [13](#i15062ca98227434086141b426450a5cb_22)] | | |

| Item 2. | | | [removed: [Properties](#i8812d9e499cc48adb68667ba26945936_22)] [added: [Properties](#i15062ca98227434086141b426450a5cb_25)] | | | [removed: [14](#i8812d9e499cc48adb68667ba26945936_22)] [added: [13](#i15062ca98227434086141b426450a5cb_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i8812d9e499cc48adb68667ba26945936_25)] [added: Proceedings](#i15062ca98227434086141b426450a5cb_28)] | | | [removed: [14](#i8812d9e499cc48adb68667ba26945936_25)] [added: [14](#i15062ca98227434086141b426450a5cb_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i8812d9e499cc48adb68667ba26945936_28)] [added: Disclosures](#i15062ca98227434086141b426450a5cb_31)] | | | [removed: [14](#i8812d9e499cc48adb68667ba26945936_28)] [added: [14](#i15062ca98227434086141b426450a5cb_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i8812d9e499cc48adb68667ba26945936_34)] [added: Securities](#i15062ca98227434086141b426450a5cb_37)] | | | [removed: [15](#i8812d9e499cc48adb68667ba26945936_34)] [added: [15](#i15062ca98227434086141b426450a5cb_37)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i8812d9e499cc48adb68667ba26945936_37)] [added: [\[Reserved\]](#i15062ca98227434086141b426450a5cb_40)] | | | [removed: [16](#i8812d9e499cc48adb68667ba26945936_37)] [added: [16](#i15062ca98227434086141b426450a5cb_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i8812d9e499cc48adb68667ba26945936_40)] [added: Operations](#i15062ca98227434086141b426450a5cb_43)] | | | [removed: [16](#i8812d9e499cc48adb68667ba26945936_40)] [added: [16](#i15062ca98227434086141b426450a5cb_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i8812d9e499cc48adb68667ba26945936_76)] [added: Risk](#i15062ca98227434086141b426450a5cb_73)] | | | [removed: [48](#i8812d9e499cc48adb68667ba26945936_76)] [added: [47](#i15062ca98227434086141b426450a5cb_73)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i8812d9e499cc48adb68667ba26945936_79)] [added: Data](#i15062ca98227434086141b426450a5cb_76)] | | | [removed: [50](#i8812d9e499cc48adb68667ba26945936_79)] [added: [48](#i15062ca98227434086141b426450a5cb_76)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i8812d9e499cc48adb68667ba26945936_202)] [added: Disclosure](#i15062ca98227434086141b426450a5cb_199)] | | | [removed: [109](#i8812d9e499cc48adb68667ba26945936_202)] [added: [103](#i15062ca98227434086141b426450a5cb_199)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i8812d9e499cc48adb68667ba26945936_205)] [added: Procedures](#i15062ca98227434086141b426450a5cb_202)] | | | [removed: [109](#i8812d9e499cc48adb68667ba26945936_205)] [added: [103](#i15062ca98227434086141b426450a5cb_202)] | | |

| Item 9B. | | | [Other [removed: Information](#i8812d9e499cc48adb68667ba26945936_208)] [added: Information](#i15062ca98227434086141b426450a5cb_205)] | | | [removed: [109](#i8812d9e499cc48adb68667ba26945936_208)] [added: [103](#i15062ca98227434086141b426450a5cb_205)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i8812d9e499cc48adb68667ba26945936_1925)] [added: Inspections](#i15062ca98227434086141b426450a5cb_208)] | | | [removed: [109](#i8812d9e499cc48adb68667ba26945936_1925)] [added: [103](#i15062ca98227434086141b426450a5cb_208)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i8812d9e499cc48adb68667ba26945936_214)] [added: Governance](#i15062ca98227434086141b426450a5cb_214)] | | | [removed: [109](#i8812d9e499cc48adb68667ba26945936_214)] [added: [103](#i15062ca98227434086141b426450a5cb_214)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i8812d9e499cc48adb68667ba26945936_217)] [added: Compensation](#i15062ca98227434086141b426450a5cb_217)] | | | [removed: [110](#i8812d9e499cc48adb68667ba26945936_217)] [added: [104](#i15062ca98227434086141b426450a5cb_217)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i8812d9e499cc48adb68667ba26945936_220)] [added: Matters](#i15062ca98227434086141b426450a5cb_220)] | | | [removed: [110](#i8812d9e499cc48adb68667ba26945936_220)] [added: [104](#i15062ca98227434086141b426450a5cb_220)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i8812d9e499cc48adb68667ba26945936_223)] [added: Independence](#i15062ca98227434086141b426450a5cb_223)] | | | [removed: [110](#i8812d9e499cc48adb68667ba26945936_223)] [added: [104](#i15062ca98227434086141b426450a5cb_223)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i8812d9e499cc48adb68667ba26945936_226)] [added: Services](#i15062ca98227434086141b426450a5cb_226)] | | | [removed: [110](#i8812d9e499cc48adb68667ba26945936_226)] [added: [104](#i15062ca98227434086141b426450a5cb_226)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i8812d9e499cc48adb68667ba26945936_232)] [added: Schedules](#i15062ca98227434086141b426450a5cb_232)] | | | [removed: [111](#i8812d9e499cc48adb68667ba26945936_232)] [added: [105](#i15062ca98227434086141b426450a5cb_232)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i8812d9e499cc48adb68667ba26945936_235)] [added: Summary](#i15062ca98227434086141b426450a5cb_235)] | | | [removed: [114](#i8812d9e499cc48adb68667ba26945936_235)] [added: [108](#i15062ca98227434086141b426450a5cb_235)] | | |

[removed: [Table of](#i8812d9e499cc48adb68667ba26945936_7) [Contents](#i8812d9e499cc48adb68667ba26945936_7)][added: [Table](#i15062ca98227434086141b426450a5cb_10) [](#i15062ca98227434086141b426450a5cb_10)[of](#i15062ca98227434086141b426450a5cb_10) [Contents](#i15062ca98227434086141b426450a5cb_10)]

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

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

| [Signatures](#i15062ca98227434086141b426450a5cb_238) | | | | | | [109](#i15062ca98227434086141b426450a5cb_238) | | |

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

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

PM USA leases portions of this facility to [added: our] other [removed: Altria] subsidiaries for use in the manufacturing of cigars (smokeable products segment) and MST, snus and oral nicotine pouch products (oral tobacco products segment).

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

The plants and properties owned or leased and operated by [removed: Altria and its subsidiaries] [added: us] are maintained in good condition and are believed to be suitable and adequate for present needs.

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

The graph below compares the cumulative total shareholder return of [removed: Altria’s] [added: our] common stock for the last five years with the cumulative total return for the same period of the S&P 500 Index and the S&P Food, Beverage and Tobacco Industry Group Total Return Index.

The graph assumes the investment of $100 in common stock and each of the indices as of the market close on December 31, [removed: 2016] [added: 2017] and the reinvestment of all dividends on a quarterly basis.

[removed: ][added: ]

| December [removed: 2016] [added: 2017] | | | | | | $ | 100.00 | | | | | $ | 100.00 | | | | | $ | 100.00 | |

[removed: Source: Bloomberg - “Total Return Analysis” calculated on a daily basis and] [added: Total return] assumes reinvestment of dividends as of the ex-dividend date.

The principal stock exchange on which [removed: Altria’s] [added: our] common stock (par value $0.33 1/3 per share) is listed is the New York Stock Exchange under the trading symbol “MO”.

At February 15, [removed: 2022,] [added: 2023,] there were approximately [removed: 52,000] [added: 50,000] holders of record of [removed: Altria’s] [added: our] common stock.

[removed: Altria has] [added: We have] a history of paying cash dividends and [removed: maintains its] [added: have maintained a] dividend payout ratio target of approximately 80% of [removed: its] [added: our] adjusted diluted earnings per share.

Future dividend payments remain subject to the discretion of [removed: the] [added: our] Board of Directors.

Issuer Purchases of Equity Securities During the Quarter Ended December 31, [removed: 2021][added: 2022]

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

The timing of share repurchases under this program depends upon marketplace conditions and other factors, and the program remains subject to the discretion of [removed: the] [added: our] Board.

[removed: Altria’s] [added: Our] share repurchase activity for each of the three months in the period ended December 31, [removed: 2021,] [added: 2022,] was as follows:

(1) The total number of shares purchased includes (a) shares 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 employees (which totaled [removed: 243 shares in October, 487] [added: 480] shares in November and [removed: 1,591] [added: 105] shares in December).

| December 2018 | | | | | | $ | 72.91 | | | | | $ | 85.08 | | | | | $ | 95.61 | |

| December 2019 | | | | | | $ | 78.71 | | | | | $ | 106.29 | | | | | $ | 125.70 | |

| December 2020 | | | | | | $ | 70.54 | | | | | $ | 112.20 | | | | | $ | 148.83 | |

| December 2021 | | | | | | $ | 87.66 | | | | | $ | 130.35 | | | | | $ | 191.55 | |

| December 2022 | | | | | | $ | 91.50 | | | | | $ | 142.18 | | | | | $ | 156.86 | |

Sources: FactSet for 2020 to 2022 and Bloomberg “Total Return Analysis” calculated on a daily basis for 2018 and 2019.

In January 2023, our Board of Directors authorized a new $1.0 billion share repurchase program, which we expect to complete by December 31, 2023.

| October 1- October 31, 2022 | | | | | | 2,840,310 | | | | | | $ | 43.90 | | | | | 2,840,310 | | | | | | $ | 249,401,660 | |

| November 1- November 30, 2022 | | | | | | 2,774,953 | | | | | | $ | 44.95 | | | | | 2,774,473 | | | | | | $ | 124,702,252 | |

| December 1- December 31, 2022 | | | | | | 2,682,998 | | | | | | $ | 46.48 | | | | | 2,682,893 | | | | | | $ | — | |

| For the Quarter Ended December 31, 2022 | | | | | | 8,298,261 | | | | | | $ | 45.09 | | | | | 8,297,676 | | | | | | | | |

| 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 | | | | | | | | |

| at December 31, | | | [removed: 2021] | | | | | | [added: 2022 | | | | | | 2021 | | | | | |] 2020 | | |

| Cash and cash equivalents | | | [added: | | | | | |] $ | [removed: 4,544] [added: 4,030] | | | | | $ | [added: 4,544 | | | | | $ |] 4,945 | |

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

| Leaf tobacco | | | [removed: 744] [added: 704] | | | | | | [removed: 844] [added: 744] | | |

| Other raw materials | | | [removed: 166] [added: 186] | | | | | | [removed: 200] [added: 166] | | |

| Work in process | | | [removed: 23] [added: 24] | | | | | | [removed: 502] [added: 23] | | |

| Finished product | | | [removed: 261] [added: 266] | | | | | | [removed: 420] [added: 261] | | |

| Other current assets | | | [removed: 298] [added: 241] | | | | | | [removed: 69] [added: 298] | | |

| Total current assets | | | [removed: 6,083] [added: 7,220] | | | | | | [removed: 7,117] [added: 6,083] | | |

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

| Buildings and building equipment | | | [removed: 1,422] [added: 1,478] | | | | | | [removed: 1,480] [added: 1,422] | | |

| Machinery and equipment | | | [removed: 2,652] [added: 2,578] | | | | | | [removed: 3,010] [added: 2,652] | | |

| Construction in progress | | | [removed: 235] [added: 248] | | | | | | [removed: 312] [added: 235] | | |

| Less accumulated depreciation | | | [removed: 2,879] [added: 2,819] | | | | | | [removed: 3,138] [added: 2,879] | | |

| Other intangible assets, net | | | [removed: 12,306] [added: 12,384] | | | | | | [removed: 12,615] [added: 12,306] | | |

| Investments in equity securities [removed: ($1,720] [added: ($250] million and [removed: $1,868] [added: $1,720] million at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively, measured at fair value) | | | [removed: 13,481] [added: 9,600] | | | | | | [removed: 19,529] [added: 13,481] | | |

| Other assets | | | [removed: 923] [added: 965] | | | | | | [removed: 964] [added: 923] | | |

| Total Assets | | | $ | [removed: 39,523] [added: 36,954] | | | | | $ | [removed: 47,414] [added: 39,523] | |

| Current portion of long-term debt | | | $ | [removed: 1,105] [added: 1,556] | | | | | $ | [removed: 1,500] [added: 1,105] | |

| Accounts payable | | | [removed: 449] [added: 552] | | | | | | [removed: 380] [added: 449] | | |

| Marketing | | | [removed: 664] [added: 599] | | | | | | [removed: 523] [added: 664] | | |

| Settlement charges | | | [removed: 3,349] [added: 2,925] | | | | | | [removed: 3,564] [added: 3,349] | | |

| Other | | | [removed: 1,365] [added: 1,299] | | | | | | [removed: 1,494] [added: 1,365] | | |

| Dividends payable | | | [removed: 1,647] [added: 1,685] | | | | | | [removed: 1,602] [added: 1,647] | | |

| Total current liabilities | | | [removed: 8,579] [added: 8,616] | | | | | | [removed: 9,063] [added: 8,579] | | |

| Long-term debt | | | [removed: 26,939] [added: 25,124] | | | | | | [removed: 27,971] [added: 26,939] | | |

| Deferred income taxes | | | [removed: 3,692] [added: 2,897] | | | | | | [removed: 4,532] [added: 3,692] | | |

| Accrued pension costs | | | [removed: 200] [added: 133] | | | | | | [removed: 551] [added: 200] | | |

| Accrued postretirement health care costs | | | [removed: 1,436] [added: 1,083] | | | | | | [removed: 1,951] [added: 1,436] | | |

| Other liabilities | | | [removed: 283] [added: 324] | | | | | | [removed: 381] [added: 283] | | |

| Total liabilities | | | [removed: 41,129] [added: 40,877] | | | | | | [removed: 44,449] [added: 41,129] | | |

| Contingencies (Note [removed: 18)] [added: 17)] | | | | | | | | | | | |

| Additional paid-in capital | | | [removed: 5,857] [added: 5,887] | | | | | | [removed: 5,910] [added: 5,857] | | |

| Earnings reinvested in the business | | | [removed: 30,664] [added: 29,792] | | | | | | [removed: 34,679] [added: 30,664] | | |

| Accumulated other comprehensive losses | | | [removed: (3,056)] [added: (2,771)] | | | | | | [removed: (4,341)] [added: (3,056)] | | |

| Cost of repurchased stock [removed: (982,785,699] [added: (1,020,427,195] shares at December 31, [removed: 2021] [added: 2022] and [removed: 947,542,152] [added: 982,785,699] shares at December 31, [removed: 2020)] [added: 2021)] | | | [removed: (36,006)] [added: (37,816)] | | | | | | [removed: (34,344)] [added: (36,006)] | | |

| Total stockholders’ equity (deficit) attributable to Altria | | | [removed: (1,606)] [added: (3,973)] | | | | | | [removed: 2,839] [added: (1,606)] | | |

| Noncontrolling interests | | | [removed: —] [added: 50] | | | | | | [removed: 86] [added: —] | | |

| Total stockholders’ equity (deficit) | | | [removed: (1,606)] [added: (3,923)] | | | | | | [removed: 2,925] [added: (1,606)] | | |

| Total Liabilities and Stockholders’ Equity (Deficit) | | | $ | [removed: 39,523] [added: 36,954] | | | | | $ | [removed: 47,414] [added: 39,523] | |

| Receivable from the sale of *IQOS* System commercialization rights | | | 1,721 | | | | | | — | | |

| | | | 1,180 | | | | | | 1,194 | | |

| | | | 4,427 | | | | | | 4,432 | | |

| | | | 1,608 | | | | | | 1,553 | | |

| Deferred gain from the sale of *IQOS* System commercialization rights | | | 2,700 | | | | | | — | | |

| Proceeds from the sale of *IQOS* System commercialization rights | | | | | | | | | 1,000 | | | | | | — | | | | | | — | | |

| Supplemental cash flow information: | | | | | | | | | | | | | | | | | | | | | | | |

| Cash paid: | | | | | | | | | | | | | | | | | | | | | | | |

| Non-cash investing activities: | | | | | | | | | | | | | | | | | | | | | | | |

| Deferred proceeds from the sale of *IQOS* System commercialization rights | | | | | | | | | $ | 1,700 | | | | | $ | — | | | | | $ | — | |

| Balances, December 31, 2022 | | | $ | 935 | | | | | $ | 5,887 | | | | | $ | 29,792 | | | | | $ | (2,771) | | | | | $ | (37,816) | | | | | $ | 50 | | | | | $ | (3,923) | |

In October 2022, Altria, through PM USA, entered into a joint venture with JTI (US) Holding, Inc. (“JTIUH”), a subsidiary of Japan Tobacco Inc., for the U.S. marketing and commercialization of heated tobacco stick (“HTS”) products.

The joint venture entity, Horizon Innovations LLC (“Horizon”), is structured to exist in perpetuity and is responsible for the U.S. commercialization of HTS products owned by either party.

PM USA holds a 75% economic interest in Horizon, with JTIUH having a 25% economic interest.

We included the 2022 financial results of Horizon, which were immaterial, in our consolidated financial statements, with the 25% economic interest held by JTIUH reported on our consolidated balance sheet as a noncontrolling interest.

On January 1, 2022, we adopted Accounting Standards Update (“ASU”) 2020-06, *Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity* (“ASU No. 2020-06”).

This guidance simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity.

If the carrying value of an

Beginning September 30, 2022, we account for our investment in JUUL as an investment in an equity security and measure our investment in JUUL at fair value.

*Investments in Equity Securities* for additional information on how we have historically accounted for our investment in JUUL.

See Note 17.

| ASU 2022-03 *Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions* | | | The guidance clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also specify required disclosures for equity securities subject to contractual sale restrictions. | | | The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. | | | We do not expect our adoption of this guidance to have a material impact on our consolidated financial statements and related disclosures. | | |

*Segment Reporting*.

Receivables (excluding receivable from the sale of *IQOS* System commercialization rights) were $48 million and $47 million at December 31, 2022 and 2021, respectively.

These differences, if any, have not had a material impact on our consolidated financial statements.

| (in millions) | | | 2022 | | | | | | 2021 | | | | | | 2022 | | | | | | 2021 | | |

| | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | |

In October 2022, ALCS and Altria (solely with respect to certain provisions thereunder) entered into an agreement with Triaga, Inc. (“Triaga”), a subsidiary of Philip Morris International Inc. (“PMI”), and PMI (solely with respect to certain provisions thereunder), to, among other things, transition and ultimately conclude our relationship with respect to the *IQOS Tobacco Heating System* (“*IQOS* System”) in the United States.

Under the terms of the agreement, Triaga paid ALCS $1.0 billion upon entry into the agreement and is obligated to make an additional payment of $1.7 billion (plus interest thereon from the effective date of October 19, 2022 at a per annum rate equal to 6%) to ALCS by July 15, 2023, for a total cash payment of approximately $2.7 billion (plus interest).

For the consideration received, ALCS has agreed to assign to Triaga exclusive U.S. commercialization rights to the *IQOS* System effective April 30, 2024.

PMI will not have access to the *Marlboro* brand name or other brand assets, as PM USA owns the *Marlboro* trademark in the United States.

As a result of the agreement, we recorded (i) a pre-tax $2.7 billion deferred gain, which we expect to recognize in earnings when we relinquish our rights to the *IQOS* System, (ii) a $1.7 billion receivable and (iii) a $21 million interest receivable on our consolidated balance sheet at December 31, 2022.

For the year ended December 31, 2022, we recorded $21 million of interest income in our consolidated statement of earnings.

For the year ended December 31, 2022, we recorded $1.0 billion in cash received upon entry into the agreement.

| | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | |

| Acquisitions (1) | | | — | | | | | | 151 | | | | | | — | | | | | | — | | |

(1) Acquisitions of certain intellectual property related to other tobacco products, which included a $50 million non-cash contribution made by JTIUH to Horizon.

For additional information regarding Horizon, see Note 1.

*Background and Basis of Presentation*.

| (in millions) | | | | | | 2022 | | | | | | 2021 | | |

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

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

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

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

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

| Redeemable noncontrolling interest | | | — | | | | | | 40 | | |

| Asset impairment and exit costs | | | — | | | | | | (4) | | | | | | 159 | | |

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

| Acquisitions of businesses and assets | | | | | | | | | — | | | | | | — | | | | | | (421) | | |

Michelle Transaction.

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

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

| Balances, December 31, 2018 | | | $ | 935 | | | | | $ | 5,961 | | | | | $ | 43,962 | | | | | $ | (2,547) | | | | | $ | (33,524) | | | | | $ | 2 | | | | | $ | 14,789 | |

(1) Amounts attributable to noncontrolling interests for each of the years ended December 31, 2021, 2020 and 2019 exclude net earnings of $4 million, $3 million and $2 million, respectively, due to the redeemable noncontrolling interest related to Stag’s Leap Wine Cellars, which is reported in the mezzanine equity section on the consolidated balance sheets.

In 2019, Helix acquired Burger Söhne Holding and its subsidiaries as well as certain affiliated companies 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 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.

The adoption of ASU No. 2020-01 did not have a material impact on Altria’s consolidated financial statements.

Altria records annual amounts relating to these plans based on calculations

The increase in LIFO percentage was due to the Ste.

Michelle Transaction (as Ste.

Michelle accounted for its inventory using FIFO).

▪Investments in Equity Securities: Investments in equity securities in which Altria has the ability to exercise significant influence over the operating and financial policies of the investee are accounted for under the equity method of accounting or the fair value option.

investments in equity securities on the consolidated balance sheets.

Following Share Conversion (as defined in Note 6.

The fair value of the equity investment in JUUL is included in investments in equity securities on the consolidated balance sheets at December 31, 2021 and 2020.

Prior to Altria exercising its right to convert its non-voting shares to voting shares, Altria accounted for its investment in JUUL as an investment in an equity security.

| ASU 2020-06 *Accounting for Convertible Instruments and Contracts in an Entity*’*s Own Equity* | | | The guidance simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Key provisions of the guidance include reducing the number of accounting models, simplifying the earnings per share calculations and expanding the disclosures related to convertible instruments. | | | The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. | | | Altria’s adoption of this guidance is not expected to have a material impact on its consolidated financial statements and related disclosures. | | |

Receivables were $47 million and $137 million at December 31, 2021 and 2020, respectively; the decrease was due primarily to the Ste.

During 2019, upon completion of Altria’s annual impairment testing of goodwill and other indefinite-lived intangible assets, Altria concluded that goodwill of $74 million in the wine segment was fully impaired as the wine reporting unit was impacted by a slowing growth rate in the premium wine category and higher inventories.

Michelle.

At December 31, 2020, the accumulated impairment losses related to goodwill were $74 million.

Asset Impairment, Exit and Implementation Costs

Pre-tax asset impairment, exit and implementation costs (income) consisted of the following:

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

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

| (in millions) | | | | | | | | | Asset Impairment and Exit Costs | | | | | | | | | | | | Implementation Costs | | | | | | | | | | | | | | | | | | Total | | | | | | | | | | | | | | |

[removed: Altria] [added: We] carried out an evaluation, with the participation of [removed: Altria’s] [added: our] management, including [removed: its] [added: our] Chief Executive Officer and Chief Financial Officer, of the effectiveness of [removed: its] [added: our] disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-K.

Based upon that evaluation, [removed: Altria’s] [added: our] Chief Executive Officer and Chief Financial Officer concluded that [removed: Altria’s] [added: our] disclosure controls and procedures are effective.

There have been no changes in [removed: Altria’s] [added: our] internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, [removed: its] [added: our] internal control over financial reporting.

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 [removed: Altria’s] [added: our] definitive proxy statement for use in connection with [removed: its] [added: our] Annual Meeting of Shareholders to be held on May [removed: 19, 2022] [added: 18, 2023] that is expected to be filed with the SEC on or about April [removed: 7, 2022 (the “proxy] [added: 6, 2023 (“proxy] statement”), and, except as indicated therein, made a part hereof.

Information about Our Executive Officers as of February 15, [removed: 2022:][added: 2023:]

| Jody L. Begley | | | Executive Vice President and Chief Operating Officer | | | [removed: 50] [added: 51] | | |

| Daniel J. Bryant | | | Vice President and Treasurer | | | [removed: 52] [added: 53] | | |

| Steven D’Ambrosia | | | Vice President and Controller | | | [removed: 55] [added: 56] | | |

| Murray R. Garnick | | | Executive Vice President and General Counsel | | | [removed: 62] [added: 63] | | |

| William F. Gifford, Jr. | | | Chief Executive Officer | | | [removed: 51] [added: 52] | | |

| Salvatore Mancuso | | | Executive Vice President and Chief Financial Officer | | | [removed: 56] [added: 57] | | |

| Heather A. Newman | | | Senior Vice President, [removed: Corporate] [added: Chief] Strategy [added: & Growth Officer] | | | [removed: 44] [added: 45] | | |

| W. Hildebrandt Surgner, Jr. | | | Vice President, Corporate Secretary and Associate General Counsel | | | [removed: 56] [added: 57] | | |

| Charles N. Whitaker | | | Senior Vice President, Chief Human Resources Officer and Chief Compliance Officer | | | [removed: 55] [added: 56] | | |

All of the above-mentioned executive officers have been employed by Altria or [removed: its] [added: our] subsidiaries in various capacities during the past five years.

[removed: Altria has] [added: We have] adopted the Altria Code of Conduct for Compliance and Integrity, which complies with requirements set forth in Item 406 of Regulation S-K.

This Code of Conduct applies to all of [removed: its] [added: our] employees, including [removed: its] [added: our] principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions.

[removed: Altria has] [added: We have] also adopted a code of business conduct and ethics that applies to the members of [removed: its] [added: our] Board of Directors.

These documents are available free of charge on [removed: Altria’s] [added: our] website at www.altria.com.

Any waiver granted by [removed: Altria] [added: us] to [removed: its] [added: our] principal executive officer, principal financial officer or controller under the Code of Conduct, and certain amendments to the Code of Conduct, will be disclosed on [removed: Altria’s] [added: our] website at www.altria.com within the time period required by applicable rules.

In addition, [removed: Altria has] [added: we have] adopted corporate governance guidelines and charters for [removed: its] [added: our] Audit, Compensation and Nominating, Corporate Governance and Social Responsibility Committees and the other committees of [removed: the] [added: our] Board of Directors.

All of these documents are available free of charge on [removed: Altria’s] [added: our] website at www.altria.com.

The information on [removed: the respective] [added: our] websites [removed: of Altria and its subsidiaries] is not, and shall not be deemed to be, a part of this Form 10-K or incorporated into any other filings [removed: Altria makes] [added: we make] with the SEC.

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

Refer to “Executive Compensation,” and “Board and Governance Matters - Director Compensation” sections of [removed: the] [added: our] proxy statement.

The number of shares to be issued upon exercise or vesting and the number of shares remaining available for future issuance under [removed: Altria’s] [added: our] equity compensation plans at December 31, [removed: 2021,] [added: 2022,] were as follows:

[removed: (1)The following plans have been approved by Altria] [added: (1)Our] shareholders [removed: and] have [added: approved the following plans,] shares [added: of which are] referenced in column (a) or column (c): the 2015 Performance Incentive Plan, the 2020 Performance Incentive Plan and the 2015 Stock Compensation Plan for Non-Employee Directors.

(2)Represents [removed: 2,702,462] [added: 3,257,795] shares of restricted stock units and [removed: 720,913] [added: 817,298] shares that may be issued upon vesting of performance stock units if maximum performance measures are achieved.

(3)Includes [removed: 23,459,288] [added: 21,972,920] shares available under the 2020 Performance Incentive Plan and [removed: 703,256] [added: 650,121] shares available under the 2015 Stock Compensation Plan for Non-Employee Directors, and excludes shares reflected in column (a).

Refer to “Ownership of Equity Securities of Altria - Directors and Executive Officers” and “Ownership of Equity Securities of Altria - Certain Other Beneficial Owners” sections of [removed: the] [added: our] proxy statement.

| Equity compensation plans approved by shareholders (1) | | | 4,075,093 (2) | | | $— | | | 22,623,041 (3) | | |

| Equity compensation plans approved by shareholders (1) | | | 3,423,375 (2) | | | $— | | | 24,162,544 (3) | | |

Refer to “Related Person [removed: Transactions] [added: Transactions, Director Code] and Code of Conduct” and “Board and Governance Matters - Altria Board of Directors - Director Independence Determinations” sections of [removed: the] [added: our] proxy statement.

Refer to “Audit Committee Matters - Independent Registered Public Accounting Firm’s Fees” and “Audit Committee Matters - Pre-Approval Policy” sections of [removed: the] [added: our] proxy statement.

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

| Consolidated Balance Sheets at December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | [removed: [50](#i8812d9e499cc48adb68667ba26945936_82)] [added: [48](#i15062ca98227434086141b426450a5cb_79)] | | |

| Consolidated Statements of Earnings [removed: (Losses)] for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [52](#i8812d9e499cc48adb68667ba26945936_88)] [added: [50](#i15062ca98227434086141b426450a5cb_85)] | | |

| Consolidated Statements of Comprehensive Earnings [removed: (Losses)] for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [53](#i8812d9e499cc48adb68667ba26945936_91)] [added: [51](#i15062ca98227434086141b426450a5cb_88)] | | |

| Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [54](#i8812d9e499cc48adb68667ba26945936_94)] [added: [52](#i15062ca98227434086141b426450a5cb_91)] | | |

| Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] | | | [removed: [56](#i8812d9e499cc48adb68667ba26945936_97)] [added: [54](#i15062ca98227434086141b426450a5cb_94)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [57](#i8812d9e499cc48adb68667ba26945936_100)] [added: [55](#i15062ca98227434086141b426450a5cb_97)] | | |

| Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | | | [removed: [105](#i8812d9e499cc48adb68667ba26945936_196)] [added: [99](#i15062ca98227434086141b426450a5cb_193)] | | |

| Report of Management on Internal Control Over Financial Reporting | | | [removed: [108](#i8812d9e499cc48adb68667ba26945936_199)] [added: [102](#i15062ca98227434086141b426450a5cb_196)] | | |

In accordance with Regulation S-X Rule 3-09, the audited financial statements of ABI for the year ended December 31, [removed: 2021] [added: 2022] will be filed by amendment within six months after ABI’s year ended December 31, [removed: 2021.][added: 2022.]

| | | | [removed: 2.3] [added: 10.12] | | | | | | [removed: [Class C-1 Common Stock Purchase Agreement, dated as of December 20, 2018,] [added: [Intellectual Property Agreement] by and [removed: among JUUL Labs, Inc., Altria Group,] [added: between Philip Morris International] Inc. and [removed: Altria Enterprises LLC.] [added: Philip Morris USA Inc., dated as of January 1, 2008.] Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on [removed: December 20, 2018] [added: March 28, 2008] (File No. [removed: 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000119312518353970/d660871dex21.htm)] [added: 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000119312508069389/dex104.htm)] | | |

| | | | [removed: 2.4] [added: 3.2] | | | | | | [removed: [Amendment No. 1 to Class C-1 Common Stock Purchase Agreement, dated as of January 28, 2020, by] [added: [Amended] and [removed: among JUUL Labs, Inc.,] [added: Restated By-Laws of] Altria Group, Inc. [removed: and Altria Enterprises LLC.] [added: (effective as of October 26, 2022).] Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on [removed: January 30, 2020] [added: October 27, 2022] (File No. [removed: 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000076418020000005/exhibit22q42019.htm)] [added: 1-08940)](http://www.sec.gov/Archives/edgar/data/764180/000076418022000100/exhibit31q32022-amendedres.htm).] | | |

| | | | [removed: 2.5] [added: 10.35] | | | | | | [removed: [Relationship Agreement, dated as] [added: [Form] of [removed: December 20, 2018, by and among JUUL Labs, Inc., Altria Group, Inc.] [added: Executive Confidentiality] and [removed: Altria Enterprises LLC.] [added: Non-Competition Agreement (October 2018).] Incorporated by reference to Altria Group, Inc.’s [removed: Current] [added: Annual] Report on Form [removed: 8-K filed on] [added: 10-K for the year ended] December [removed: 20,] [added: 31,] 2018 (File No. [removed: 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000119312518353970/d660871dex22.htm)] [added: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418019000023/exhibit1040confidentiality.htm)] | | |

| | | | [removed: 2.6] [added: 4.7] | | | | | | [removed: [Amendment] [added: [Extension and Amendment] No. [removed: 1] [added: 2] to [removed: Relationship] [added: the Credit] Agreement, [removed: dated as of January 28, 2020, by and] [added: effective August 18, 2021,] among [removed: JUUL Labs, Inc. and] Altria Group, [removed: Inc.] [added: Inc., the lenders party thereto] and [removed: Altria Enterprises LLC.] [added: 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 [removed: January 30, 2020] [added: August 18, 2021] (File No. [removed: 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000076418020000005/exhibit21q42019.htm)] [added: 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000119312521250405/d178833dex101.htm)] | | |

| | | | [removed: 3.2] [added: 10.21] | | | | | | [removed: [Amended and Restated By-Laws of Altria Group, Inc.](http://www.sec.gov/Archives/edgar/data/764180/000076418021000082/exhibit31may2021.htm) [(](http://www.sec.gov/Archives/edgar/data/764180/000076418021000082/exhibit31may2021.htm)[effective] [added: [2015 Stock Compensation Plan for Non-Employee Directors,] as [removed: of 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)[.] [added: amended and restated effective October 26, 2022.] Incorporated by reference to Altria Group, Inc.’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K filed on 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] [added: 10-Q for the period ended September 30, 2022 (File] No. [removed: 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000076418021000082/exhibit31may2021.htm)] [added: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418022000102/exhibit101q32022-quarter.htm)] | | |

| | | | 4.1 | | | | | | [Description of Altria Group, Inc.’s Registered [removed: Securities.](https://www.sec.gov/Archives/edgar/data/764180/000076418022000019/exhibit41descriptionofregi.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/764180/000076418023000020/exhibit41descriptionofregi.htm)] | | |

| | | | [removed: 4.7] [added: 4.8] | | | | | | [Extension and Amendment No. [removed: 2] [added: 3] to the Credit Agreement, effective August [removed: 18, 2021,] [added: 17, 2022,] 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 [removed: 18, 2021] [added: 17, 2022] (File No. [removed: 1-08940).](http://www.sec.gov/ix?doc=/Archives/edgar/data/764180/000119312521250405/d178833d8k.htm)] [added: 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000119312522223264/d333359dex101.htm)] | | |