Altria Group (MO) 10-K risk factor changes: FY2023 vs FY2022

Our failure to do so or our failure to anticipate changing adult tobacco consumer preferences, improve productivity [removed: and] [added: or] 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.

The growth of innovative tobacco products, including e-vapor products and oral nicotine pouches, has contributed to reductions in the consumption levels and industry sales [removed: volume] [added: volumes] of cigarettes and other tobacco products, including MST.

If we are unable to compete effectively in innovative tobacco product categories, including through internal product development, *on!* oral nicotine pouch products, [removed: our investment in JUUL, potential future investments in the] [added: *NJOY*] e-vapor [removed: category,] [added: products,] our participation in [removed: Horizon and] [added: Horizon,] other potential future partnerships with Japan [removed: Tobacco,] [added: Tobacco and potential future relationships and investments,] such inability could have a material adverse impact on our business, results of operations, cash flows or financial [removed: positions] [added: position] and our ability to achieve our Vision.

PM USA also faces competition from lower-priced brands sold by certain United States and foreign manufacturers that have cost advantages because they are not parties to settlements of certain [removed: tobacco] [added: healthcare cost recovery] litigation in the United States and, as such, are not required to make annual settlement payments as required by the parties to the settlements.

Additional competition has resulted from diversion into the United States market of cigarettes intended for sale outside the United States, [added: diversion of tobacco products intended for sale in one taxing jurisdiction within] the [added: United States into another taxing jurisdiction, the] sale of counterfeit cigarettes by third parties, the sale of cigarettes by third parties over the Internet and by other means designed to avoid collection of applicable taxes, and imports of foreign lower-priced brands.

[removed: In October 2022, we entered into a] [added: The success of Horizon, our] joint venture with JTIUH [removed: to form Horizon] for the marketing and commercialization of HTS products in the [removed: U.S. Horizon’s success] [added: United States,] 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.

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

We cannot predict whether regulators, including the FDA, will permit the marketing or sale of any particular innovative products (including products with claims of reduced risk to adult tobacco [removed: consumers), the speed with which they may make such determinations] [added: consumers)] or whether they will impose a burdensome regulatory framework on such products.

If we do not succeed in commercializing innovative tobacco products that appeal to adult tobacco consumers or we fail to obtain or maintain regulatory [removed: approval] [added: authorization] for the marketing or sale of these products, including with claims of reduced health risks, we could be at a competitive disadvantage, which could have a material adverse effect on our business, results of operations, cash flows or financial position and our ability to achieve our Vision.

Failure to complete or manage strategic transactions, including acquisitions, dispositions, joint ventures and investments in third parties, [added: or realize the anticipated benefits of such transactions,] could have a material adverse effect on our [removed: business] [added: business, financial position] and our ability to achieve our Vision.

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

[removed: Furthermore, following] [added: Following] the completion of a transaction there may be certain financial, managerial, staffing and [removed: talent,] [added: 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 [removed: can provide no assurance that we will] [added: may not] be able to enter into attractive business relationships or execute [added: and complete] strategic transactions on favorable terms or at [removed: all or that] [added: all, and] any such relationships or transactions [removed: will] [added: may not] improve our competitive position or have the intended financial outcomes.

For example, [added: our former investment in JUUL did not result in and,] to date, our [removed: investments] [added: investment] in [removed: JUUL and] Cronos [removed: have not] [added: has not,] resulted in the economic and competitive advantages expected at the time the investments were made.

If [added: the NJOY Transaction or] any [added: other] 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 [added: results of operations and] our ability to achieve our Vision.

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

In addition, as consumer demand increases for [added: innovative] smoke-free products and decreases for combustible [added: and MST] products, the volume of tobacco leaf required for production [removed: may decrease,] [added: of these products has decreased,] resulting in reduced [added: tobacco leaf] demand.

[removed: The reduced] [added: Reduced] demand [removed: 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 [added: or the unavailability of nicotine extract] 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 [removed: high] inflation, high [removed: gas prices, rising] interest rates, labor shortages, supply and demand [removed: imbalances] [added: imbalances, geopolitical instability] and [removed: the Russian invasion of Ukraine)] [added: international armed conflicts)] 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 [added: 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.]

[removed: For example, additional taxes on the use of certain single-use plastics have been proposed by the U.S. Congress, which, if passed,] [added: These existing and potential future laws and regulations] could increase the costs of, and impair our ability to, source certain materials used in the packaging for our products.

A natural or man-made disaster, [removed: cyber-incident,] [added: cybersecurity incident,] global pandemic or other disruption that affects the manufacturing operations of any of our [added: operating] companies, the operations of any key supplier, distributor or distribution chain service provider of any of our operating companies or any other disruption in the supply or distribution of goods or services (including a key supplier’s inability to comply with government regulations, lack of available workers or unwillingness to supply goods or services to a tobacco company) could adversely impact operations.

This calculation may be affected by several factors, including general macroeconomic [removed: and geopolitical] conditions, [added: government actions, including FDA] regulatory [removed: developments,] [added: actions and inaction,] changes in category growth [added: (decline)] rates as a result of changing adult tobacco consumer preferences, success of planned new product expansions, competitive [removed: activity] [added: activity, unfavorable outcomes with respect to litigation proceedings, including actions brought against us alleging patent infringement,] and income and excise taxes.

A product recall or a product liability or other claim (even if unsuccessful or without merit) could [added: have negative economic consequences and also] generate negative publicity about us and our products.

We face various risks related to health epidemics and pandemics, [removed: such as the COVID-19 pandemic,] and such events, and the measures that international, federal, state and local governments, agencies, law enforcement and health authorities implement to address them, could have a material adverse effect on our business, results of operations, cash flows or financial position.

If [removed: COVID-19 resurged or] any [removed: similar] public health emergency [removed: occurred] [added: were to occur] in the future, we could experience negative impacts.

In addition, our ability to retain a highly skilled and diverse workforce may be adversely affected by [removed: current labor market dynamics in which the number of U.S. workers leaving their jobs and the] competition for highly skilled and diverse [removed: workers have increased significantly.][added: workers.]

Unfavorable outcomes with respect to litigation proceedings or any governmental investigations could materially adversely affect our results of operations, cash flows or financial [removed: position.][added: position and our ability to achieve our Vision.]

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,] [added: Act (“RICO”),] claims for contribution and claims of competitors, shareholders and distributors.

In certain litigation, we and our subsidiaries may face potentially significant non-monetary remedies [added: in addition to importation bans] that could have a material adverse effect on our businesses.

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

Each of Altria and [removed: its] [added: our] subsidiaries named as a defendant in pending litigation [removed: believe,] [added: believes,] 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.

Significant federal, state and local governmental actions, including FDA regulatory [removed: actions,] [added: actions] and [added: inaction, and] various private sector actions may continue to have a material adverse impact on our operating companies’ sales volumes and our business.

We face significant governmental and private sector actions, including efforts aimed at reducing the incidence of tobacco use and [removed: efforts] seeking to hold us responsible for the adverse health effects associated with both smoking and exposure to environmental tobacco smoke.

In [removed: addition,] [added: addition to the outcomes discussed above,] actions [added: and inaction] by the FDA and other federal, state or local governments or agencies [removed: may] [added: can] (i) impact the adult tobacco consumer acceptability of or access to tobacco products (for example, through nicotine or constituent limits or menthol or other flavor bans), (ii) [removed: delay or prevent the launch of new or modified tobacco products or products with claims of reduced risk, (iii)] limit adult tobacco consumer choices, [removed: (iv)] [added: (iii)] restrict communications to adult tobacco consumers, [removed: (v)] [added: (iv)] restrict the ability to differentiate tobacco products, [removed: (vi) create a competitive advantage or disadvantage for certain tobacco companies, (vii)] [added: (v)] impose additional manufacturing, labeling or packing requirements, [removed: (viii)] [added: (vi)] interrupt manufacturing or otherwise significantly increase the cost of doing business, [removed: (ix)] [added: (vii)] result in increased illicit trade in tobacco [removed: products or (x)] [added: products, (viii)] restrict or prevent the use of specified tobacco products in certain locations or the sale of tobacco [removed: products by certain retail establishments.]

[removed: Legislative and regulatory action could also] [added: products by certain retail establishments, (ix)] require the recall [added: of tobacco products due to a determination relating to product contamination] or [removed: other] [added: (x) otherwise require the] removal of tobacco products from the marketplace (for [removed: example as a result of (i) a determination relating] [added: example, due] to [removed: product contamination, (ii) legislation and rulemaking banning menthol or other flavors, (iii)] a determination [removed: by the FDA] that one or more tobacco products [removed: do not] [added: fail to] satisfy the statutory requirements for substantial equivalence, [removed: (iv) an FDA requirement that a currently marketed tobacco product] [added: must] proceed through the pre-market review [removed: process, (v) the FDA’s failure to authorize a PMTA] [added: process] or [removed: (vi)] [added: must be removed from] the [removed: FDA’s determination that removal is otherwise necessary] [added: marketplace] for the protection of public health).

Any federal, state or local governmental action, including regulatory actions [added: and inaction] by the FDA, may have a material adverse impact on our business, results of operations, cash flows or financial position.

Such action [added: and inaction] also could negatively impact adult smokers’ transition to these products, which could materially adversely affect our ability to achieve our Vision.

Any increases in tobacco-related taxes or fees [removed: may] [added: could] have a material adverse impact on our business, results of operations, cash flows or financial position.

Because many of our operating companies’ products are market leaders, we are subject to antitrust risk.

Furthermore, the sale of illegal flavored disposable e-vapor products has negatively impacted the growth of other e-vapor products.

Competition may also result from tax advantages available to companies with significant imports and exports of finished goods.

The market shares of our operating companies’ products also have been negatively impacted by increases in competitive discount product share for cigarettes and MST products, as price sensitive adult tobacco consumers react to their economic conditions.

In the e-vapor category, illegal flavored disposable product usage has increased, and such products comprise a significant portion of the e-vapor category, which has increased the rate of cross-category movement among adult cigarette smokers and contributed to higher than expected domestic cigarette industry volume decline.

We have increased engagement with the FDA and other government agencies and taken legal action to protect our lawful e-vapor business, which expose us to additional costs and expenses.

Our failure to counter the impacts of illegal flavored disposable e-vapor products and the FDA’s failure to take enforcement actions against manufacturers and products that violate the law could have a material adverse effect on our business, results of operations, cash flows or financial position.

These strategies include products in the e-vapor, heated tobacco and oral nicotine pouch spaces.

For example, we have plans to increase the distribution of NJOY products, enhance *NJOY ACE*’s brand equity, increase the brand’s awareness and appeal and receive FDA authorizations on certain NJOY products.

These factors include (i) receipt of regulatory authorizations, (ii) prevailing economic, market, regulatory or business conditions, or changes in such conditions, negatively affecting the parties or their plans for future collaboration and partnerships, (iii) changes in market or other conditions resulting in unanticipated delays in the design and development of future products or the commencement of test launches, (iv) the outcome of any legal proceedings or investigations that may be instituted against the parties or others related to the joint venture, (v) changes in the preferences of U.S. adult tobacco consumers, (vi) the failure to meet commercialization milestones and (vii) the ability of the parties to enter into future partnerships on terms acceptable to both parties and in the expected manner or timeframe, if at all.

We may not be able to realize the expected benefits of the NJOY Transaction in the expected manner or timeframe, if at all, including due to failure to receive or maintain regulatory authorizations, changes in adult tobacco consumer preferences, failure to comply with regulatory requirements, prevailing economic, market, regulatory or business conditions, or changes in such conditions, negatively affecting our business and our plans with respect to the e-vapor category, the outcome of any legal proceeding or investigation that may be instituted against the parties or others related to the NJOY Transaction or NJOY or its products and the occurrence of any event requiring us to write down the value of NJOY’s intangible assets, including trademarks and goodwill, due to impairment.

In addition, the nicotine used in our operating companies’ innovative smoke-free products is extracted from tobacco produced in one country.

If we are unable to identify alternate sources of nicotine for our operating companies’ innovative products, we could be exposed to the risks discussed above.

For example, certain states have passed extended producer responsibility legislation concerning packaging.

Because certain of our products’ packaging consists of single-use plastics, single-use plastic bans and extended producer responsibility mandates could result in bans on some of our product packaging or our products and adversely impact our costs and revenues.

Additional taxes and limitations on the use of certain single-use plastics have been proposed by the U.S. Congress and various state and local governments.

Competitors and other third parties have brought and may in the future bring action against us, our subsidiaries and/or our suppliers alleging patent infringement.

Such claims, regardless of merit, expose us to significant litigation costs and damages, importation bans with respect to products and product components manufactured abroad, divert management’s attention and compromise our operating companies’ abilities to commercialize and improve their products.

This risk is especially pertinent to smoke-free products where technology continues advancing rapidly, resulting in a high volume of patents in relevant technology spaces.

In a separate patent lawsuit brought by JUUL currently pending before the ITC, the ITC could impose similar restrictions on *NJOY ACE*.

Any ban on the importation or sale of *NJOY ACE* could have a negative impact on our business, our valuation of NJOY’s assets and our plans with respect to the e-vapor category.

For example, in the Federal Government’s lawsuit alleging that certain defendants, including Altria and PM USA, violated RICO and engaged in certain “sub-schemes” to defraud, the district court did not impose monetary penalties but ordered significant non-monetary remedies, including the issuance of “corrective statements.”

We also cannot predict whether or to what extent the FDA will take enforcement actions against manufacturers and products that violate the law.

The actions and inaction of regulators, including the FDA, can result in competitive challenges.

For example, unpredictable regulatory review periods complicate efforts to strategize and plan with respect to commercialization of a new product once its PMTA is authorized, and we cannot predict or influence the speed with which the FDA reviews PMTAs.

A protracted FDA review of a PMTA with respect to our product would allow competitive products already on the market to establish market share, brand recognition and adult tobacco consumer loyalty in the absence of competition from our product.

Additionally, we cannot control the order in which the FDA reviews PMTAs.

The FDA could review a PMTA for a competitor’s product before it reviews a PMTA submitted by one of our operating companies with respect to a competing product notwithstanding that our operating company submitted its PMTA first.

Scenarios such as these would put us at a competitive disadvantage, which could have a material adverse impact on our business, profitability and our ability to achieve our Vision.

For example, the rapid evolution and increased adoption of artificial intelligence technologies may intensify our and our service providers’, key suppliers’ and trade customers’ cybersecurity risks.

over time, particularly as additional jurisdictions adopt similar regulations.

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

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

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

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.

We also cannot guarantee that any innovative products we commercialize will appeal to adult tobacco consumers or whether adult tobacco consumers’ purchasing decisions would be affected by reduced-risk claims on such products if permitted.

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.

Altria and/or one or more of our subsidiaries, including PM USA, are named as defendants in various e-vapor individual and class action lawsuits related to JUUL e-vapor products, including independent lawsuits initiated by certain state attorneys general.

Additionally, the U.S. Federal Trade Commission (“FTC”) has issued an administrative complaint against Altria and JUUL on antitrust grounds that, if successful, would allow the FTC to order a broad range of non-monetary remedies with respect to our investment in JUUL, including divestiture of our minority investment in JUUL, rescission of the transaction and all associated agreements, a requirement of FTC approval of future agreements related to the development, manufacture, distribution or sale of e-vapor products and prohibition against any officer or director of either Altria or JUUL serving on the other party’s board of directors or attending meetings of the other party’s board of directors and notice to the FTC in advance of certain corporate actions, including acquisitions, mergers or certain corporate restructurings.

From time to time, we are subject to federal and state governmental investigations on a range of matters.

We currently are subject to a number of governmental investigations concerning various aspects of our investment in, and relationship with, JUUL.

also rely extensively on information systems.

A challenge to our investment in JUUL, if successful, could result in a broad range of resolutions, including divestiture of the investment or rescission of the transaction.

A challenge to our investment in JUUL, if successful, could result in a broad range of resolutions such as divestiture of the investment or rescission of the transaction.

In April 2020, the FTC issued an administrative complaint against Altria and JUUL alleging that our 35% investment in JUUL and the associated agreements constitute an unreasonable restraint 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.

The FTC seeks a broad range of remedies, including divestiture of our minority investment in JUUL, rescission of the transaction and all associated agreements, a requirement of FTC approval of future agreements related to the development, manufacture, distribution or sale of e-vapor

products and prohibition against any officer or director of either Altria or JUUL serving on the other party’s board of directors or attending meetings of the other party’s board of directors and notice to the FTC in advance of certain corporate actions, including acquisitions, mergers or certain corporate restructurings.

The administrative trial was held before an FTC administrative law judge in June 2021.

In February 2022, 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 a federal appellate court.

Also, various putative class action lawsuits have been filed against Altria (and in some cases, subsidiaries of Altria) and JUUL.

The lawsuits cite the FTC administrative complaint referenced above and allege claims similar to those made by the FTC.

Plaintiffs in these lawsuits are seeking various remedies, including treble damages, attorneys’ fees, a declaration that the agreements between Altria and JUUL are invalid, divestiture of our investment in JUUL and rescission of the transaction.

A successful challenge by the FTC or the plaintiffs in the lawsuits to the investment would adversely affect us, including by eliminating, or substantially limiting, our rights with respect to our investment in JUUL and our flexibility to pursue other investments in the e-vapor space.

The following discussion should be read in conjunction with the other sections of this Form 10-K, including [removed: the] [added: our] consolidated financial statements and related notes contained in Item 8, and the discussion of risk factors that may affect future results in Item 1A.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) in our [removed: 2021] [added: 2022] 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: 2021] [added: 2022] compared to the year ended December 31, [removed: 2020,] [added: 2021,] which we filed with the SEC on February [removed: 25, 2022] [added: 27, 2023] and is incorporated by reference into this Form [removed: 10-K for the year ended December 31, 2022.][added: 10-K.]

In this MD&A section, we refer to the following “adjusted” financial measures: adjusted operating companies income (loss) (“OCI”); adjusted OCI margins; adjusted net [removed: earnings attributable to Altria;] [added: earnings;] adjusted diluted earnings per share [removed: attributable to Altria;] [added: (“EPS”);] and adjusted effective tax rates.

These [removed: adjusted] financial measures are not required by, or calculated in accordance with, United States generally accepted accounting principles (“GAAP”) and may not be calculated the same as similarly titled measures used by other companies.

These [removed: adjusted] financial measures should thus be considered as supplemental in nature and not considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP.

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

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

The brand portfolios of our [removed: tobacco] operating companies include *Marlboro*, *Black & Mild*, *Copenhagen*, [removed: *Skoal*] [added: *Skoal*, *on!*] and [removed: *on!*.][added: *NJOY*.]

Trademarks [removed: 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.

In addition, we are aware of [added: and address, in this section and other MD&A sections,] 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.

[removed: In] [added: We focus in] this *Trends and Developments* [removed: section, we focus] [added: section] on the [removed: potential] [added: cumulative] effects [removed: on our business resulting from the continued elevated rate] of inflation, [removed: supply chain disruptions, ongoing] geopolitical [removed: events and] [added: events,] recent regulatory [removed: actions.][added: actions, supply chain disruptions and illegal flavored disposable e-vapor products and their effects or potential effects on our business, including impacts on adult tobacco consumers and their purchasing behaviors.]

During [removed: 2022,] [added: 2023,] cigarette retail share for the industry discount segment [removed: increased.][added: increased year-over-year.]

We [added: will] continue to [removed: 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 the effect of these dynamics on adult tobacco [removed: consumers and their] [added: consumer] purchase behaviors, including overall tobacco product expenditures, mix between premium and discount brand purchases and adoption of smoke-free products.

[removed: Increases in inflation] [added: Inflation] also [removed: have] [added: has] a direct and adverse impact on our [removed: MSA expense and other] direct and indirect costs.

See *Operating Results by Business Segment - [removed: Tobacco Space -] Business Environment* for additional information on [removed: evolving trends in] the [removed: tobacco industry] [added: trends] and [removed: the impacts to our business from increased inflation.][added: developments discussed above.]

Volatility in domestic and global economies and disruptions in the supply and distribution chains are expected to continue in [removed: 2023,] [added: 2024,] resulting from several factors, including [removed: the on-going impacts of inflation,] supply and demand imbalances across many [removed: sectors such as energy and commodities,] [added: commodity sectors,] 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 [removed: contracts, evolution of our safety, health and environmental protocols at our facilities] [added: contracts] and prudent oversight of our liquidity.

For example, the FDA has [removed: issued] [added: submitted for final review] proposed product standards regarding menthol in cigarettes and characterizing flavors in cigars, [removed: and, in June 2022,] [added: and] 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.

See Note [removed: 5 and *Critical Accounting Policies*] [added: 7] for additional information on our investments in equity securities.

[added: *IQOS Purchase Agreement* -] In [removed: October] 2022, we [removed: modified our heated tobacco portfolio of smoke-free products by (i) entering] [added: 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 [removed: States and (ii) entering into a joint venture with Japan Tobacco for the U.S. marketing and commercialization of heated tobacco stick products.][added: States.]

For further [removed: discussion of (i) the agreement with PMI, see Note 4, and (ii) the joint venture,] [added: discussion,] see Item 1 and Note [removed: 1.][added: 6.]

Additionally, we do not believe that these trends and developments have [added: materially] impacted our ability to achieve our Vision.

The changes in net earnings [removed: attributable to Altria] and diluted [removed: earnings per share (“EPS”) attributable to Altria] [added: EPS] for the year ended December 31, [removed: 2022,] [added: 2023,] from the year ended December 31, [removed: 2021,] [added: 2022,] were due primarily to the following:

| [removed: For] [added: For] the [removed: year ended] [added: Year Ended] December 31, [removed: 2021] [added: 2023] | | | [removed: $] | [removed: 2,475] | | | | | [removed: $] | [removed: 1.34] | | [added: | | | | | |]

| [removed: 2021] NPM Adjustment Items | | | [removed: (57)] | | | [added: (68)] | | | [added: (17) | | | (51) | | |] (0.03) | | |

| [removed: 2021] Tobacco and health and certain other litigation items | | | [removed: 138] [added: 69] | | | [added: —] | | | [removed: 0.07] [added: —] | | | [added: 69 | | | | | |]

| [removed: 2021] ABI-related special items | | | [removed: 4,901] | | | [added: 89] | | | [removed: 2.66] [added: 19] | | | [added: 70 | | | 0.03 | | |]

| [removed: 2021] Cronos-related special items | | | [removed: 470] | | | [added: 29] | | | [removed: 0.25] [added: —] | | | [added: 29 | | | 0.02 | | |]

| [removed: 2021] Income tax items | | | [removed: (3)] | | | [added: —] | | | [removed: —] [added: (32)] | | | [added: 32 | | | 0.02 | | |]

| 2022 NPM Adjustment Items | | | [removed: 51] [added: (51)] | | | | | | [removed: 0.03] [added: (0.03)] | | |

| 2022 [removed: Asset impairment, exit, implementation, acquisition] [added: Acquisition, disposition] and [removed: disposition-related costs] [added: integration-related items] | | | [removed: (9)] [added: 9] | | | | | | [removed: —] [added: —] | | |

| 2022 Tobacco and health and certain other litigation items | | | [removed: (98)] [added: 98] | | | | | | [removed: (0.05)] [added: 0.05] | | |

| 2022 JUUL changes in fair value | | | [removed: (1,455)] [added: 1,455] | | | | | | [removed: (0.81)] [added: 0.81] | | |

| 2022 ABI-related special items | | | [removed: (2,010)] [added: 2,010] | | | | | | [removed: (1.12)] [added: 1.12] | | |

| 2022 Cronos-related special items | | | [removed: (186)] [added: 186] | | | | | | [removed: (0.10)] [added: 0.10] | | |

| 2022 Income tax items | | | [removed: 729] [added: (729)] | | | | | | [removed: 0.40] [added: (0.40)] | | |

| Subtotal 2022 special items | | | [removed: (2,978)] [added: 2,978] | | | | | | [removed: (1.65)] [added: 1.65] | | |

| Fewer shares outstanding | | | — | | | | | | [removed: 0.11] [added: 0.07] | | |

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

| For the year ended December 31, 2022 | | | [removed: $] [added: $] | [removed: 5,764] [added: 5,764] | | | | | [removed: $] [added: $] | [removed: 3.19] [added: 3.19] | |

We also refer to the ratio of debt-to-Consolidated EBITDA (earnings before interest, taxes, depreciation and amortization, as defined in our credit agreement, which includes certain adjustments).

As we execute on our Vision, we established our 2028 Enterprise Goals (“2028 Goals”) to provide our investors with specific metrics to measure our progress.

Our 2028 Goals are:

*Corporate*

▪Deliver a mid-single digits adjusted diluted EPS compounded annual growth rate in 2028 from a $4.84 base in 2022;

▪A progressive dividend goal targeting mid-single digits dividend per share growth annually through 2028;

▪Target a debt-to-Consolidated EBITDA ratio of approximately 2.0x;

▪Maintain our leadership position in the U.S. tobacco space; and

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▪Maintain a total adjusted OCI margin of at least 60% in each year through 2028 while investing behind innovative smoke-free products.

*U.S. Smoke-Free Portfolio*

▪Grow U.S. smoke-free volumes by at least 35% from our 2022 base of 800 million units by 2028; and

▪Approximately double our U.S. smoke-free net revenues to $5 billion by 2028 from our 2022 base, with $2 billion sourced from innovative smoke-free products.

*Long-Term Growth*

▪Compete internationally in the top innovative oral tobacco markets and develop a pathway to participate in heated tobacco and e-vapor markets; and

▪Enter non-nicotine categories with broad commercial distribution of at least five products by 2028.

See *Operating Results by Business Segment* and *Liquidity and Capital Resources* for additional information on total adjusted OCI margin and debt-to-Consolidated EBITDA, respectively.

In smoke-free products, we own USSTC, the leading global MST manufacturer, Helix, a leading manufacturer of oral nicotine pouches and NJOY, currently the only e-vapor manufacturer with market authorizations from the FDA for a pod-based e-vapor product.

As of this filing, there are no products in the U.S. marketplace from the joint venture or exclusive rights agreement.

On June 1, 2023, we acquired NJOY Holdings.

For further details, see Note 3.

*Acquisition of NJOY* to our consolidated financial statements in Item 8 (“Note 3”).

In March 2023, we entered into the Stock Transfer Agreement and, in exchange, we received a non-exclusive, irrevocable global license to certain of JUUL’s heated tobacco intellectual property.

While the annual rate of inflation declined during 2023, inflation remains above the Federal Reserve’s target of 2%, which is a key benchmark for the Federal Reserve in determining the timing and magnitude of changes to the federal funds rate.

We continue to observe discretionary income pressures on adult tobacco consumers as a result of the cumulative effects of inflation and higher consumer debt levels.

We expect discretionary income pressures to continue to influence adult tobacco consumers’ purchase behaviors in 2024.

In the e-vapor category, illegal flavored disposable product usage increased in 2023 and currently comprises over 50% of the e-vapor category.

The primary impacts of this trend have been an increase in the rate of cross-category movement among adult cigarette smokers, contributing to higher than expected domestic cigarette industry volume declines as well as declines in pod-based product volume within the e-vapor category.

In California, where a ban on flavored nicotine products went into effect in late 2022, we continue to

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observe indications of negative unintended consequences of the ban, such as adult tobacco consumer adoption of unregulated products and the development of illicit markets.

ABI’s business has been and continues to be impacted by foreign exchange rate fluctuations, inflation and commodity cost headwinds.

We will continue to monitor these conditions and other factors as they could affect our equity earnings and dividends that we receive from ABI and the fair value of our investment in ABI.

The trends and developments discussed above have not had a material adverse impact on our consolidated financial statements, but we continue to monitor these trends and developments and potential financial impacts.

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| 2023 Acquisition, disposition and integration-related items | | | (26) | | | | | | (0.01) | | |

| 2023 Loss on disposition of JUUL equity securities | | | (250) | | | | | | (0.14) | | |

| Subtotal 2023 special items | | | (692) | | | | | | (0.38) | | |

| Operations | | | 47 | | | | | | 0.02 | | |

| For the year ended December 31, 2023 | | | $ | 8,130 | | | | | $ | 4.57 | |

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

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.

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 the supply chain and other impacts of the macroeconomic and geopolitical environment on our business.

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.

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

While the impairment of our equity investment in ABI and reduction in the estimated fair value of our equity investment in JUUL had a material adverse effect on our financial results in 2022, to date, our operating companies have not experienced any material adverse effects from the trends and developments discussed above.

| 2021 Asset impairment, exit, implementation, acquisition and disposition-related costs | | | 99 | | | | | | 0.05 | | |

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

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

| Operations | | | 209 | | | | | | 0.12 | | |

| 2021 Reported Net Earnings | | | $ | 2,475 | | | | | $ | 1.34 | |

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

| % Change | | | 2.6 | | % | | | | 5.0 | | % |

2023 Forecasted Results

We expect our 2023 full-year adjusted diluted EPS to be in a range of $4.98 to $5.13, representing a growth rate of 3% to 6% over our 2022 full-year adjusted diluted EPS base of $4.84, as shown in the table below.

While the 2023 full-year adjusted diluted EPS guidance accounts for a range of scenarios, the external environment remains dynamic.

We will continue to monitor conditions related to (i) the economy, including the impact of high inflation, rising interest rates and global supply chain disruptions, (ii) adult tobacco consumer dynamics, including disposable income, purchasing patterns and adoption of smoke-free products and (iii) regulatory and legislative developments.

Our 2023 full-year adjusted diluted EPS guidance range includes planned investments in support of our Vision, such as (i) continued smoke-free product research, development and regulatory preparation expenses, (ii) enhancement of our digital consumer engagement system and (iii) marketplace activities in support of our smoke-free products.

The guidance range also includes lower expected net periodic benefit income due to market factors, including higher interest rates, and the impact of the 2022 completion of the PMCC wind-down.

We expect our 2023 full-year adjusted effective tax rate will be in a range of 24.5% to 25.5%.

| | | | | | |

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

| Reconciliation of 2022 Reported Diluted EPS to 2022 Adjusted Diluted EPS | | | | | |

| 2022 Reported diluted EPS | | | $ | 3.19 | |

| 2022 Adjusted diluted EPS | | | $ | 4.84 | |

*For a discussion of certain income and expense items in the table above, see the Consolidated Operating Results section below.*

| (in billions) | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Fair value | | | | | | $ | [removed: 22.9] [added: 24.4] | | | | | $ | [removed: 30.5] [added: 22.9] | |

| Decrease in fair value from a 1% increase in market interest rates | | | | | | [removed: 1.7] [added: 1.9] | | | | | | [removed: 2.7] [added: 1.7] | | |

| Increase in fair value from a 1% decrease in market interest rates | | | | | | [removed: 2.0] [added: 2.2] | | | | | | [removed: 3.2] [added: 2.0] | | |

We expect interest rates on borrowings under [removed: the] [added: our] Credit Agreement to be based on the Term Secured Overnight Financing Rate, plus a percentage based on the higher of the ratings of our long-term senior unsecured debt from Moody’s and S&P.

The applicable percentage for borrowings under [removed: the] [added: our] Credit Agreement at December 31, [removed: 2022] [added: 2023] was 1.0% based on our long-term senior unsecured debt ratings on that date.

At December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] we had no borrowings under [removed: the] [added: our] Credit [removed: Agreement.][added: Agreement or prior credit agreement, respectively.]

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

We are *Moving* *Beyond* [removed: S*moking*TM,] [added: *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 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”), 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; [removed: and] Helix Innovations LLC (“Helix”), which operates in the United States and Canada, and Helix Innovations GmbH and its affiliates (“Helix ROW”), which operate internationally in the rest-of-world, are engaged in the manufacture and sale of oral nicotine [removed: pouches.][added: pouches; and NJOY, LLC (“NJOY”), which is engaged in the manufacture and sale of e-vapor products.]

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

In October 2022, [removed: Altria, through PM USA,] [added: we] 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.

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

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

[removed: Our] [added: At December 31, 2023, our] reportable segments [removed: are] [added: were] smokeable products and oral tobacco products.

[removed: The] [added: Our all other category included (i) the] financial [removed: services business,] [added: results of NJOY (beginning June 1, 2023); (ii) Horizon; (iii) Helix ROW; and (iv)] the *IQOS* System (as defined below) heated tobacco business [removed: and Helix ROW are included in an all other category] due to the relative financial contribution of these businesses to our consolidated results.

For further information, see Note [removed: 14.][added: 16.]

*Segment Reporting* to [removed: the] [added: our] consolidated financial statements in Item 8.

Our investments [removed: in equity securities] include Anheuser-Busch InBev SA/NV [removed: (“ABI”),] [added: (“ABI”) and] Cronos Group Inc. [removed: (“Cronos”) and JUUL Labs, Inc. (“JUUL”).][added: (“Cronos”), which we account for under the equity method of accounting using a one-quarter lag.]

For further discussion of our [removed: investments in equity securities,] [added: investments,] see Note [removed: 5.][added: 7.]

*Investments in Equity Securities* to [removed: the] [added: our] consolidated financial statements in Item 8 (“Note [removed: 5”).][added: 7”).]

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

The products of our [removed: 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; [removed: and] (ii) oral [added: tobacco products, consisting of MST and snus products manufactured and sold by USSTC and oral nicotine pouches manufactured and sold by Helix; and (iii) e-vapor products contract manufactured by third-parties and sold by NJOY.]

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

Total smokeable products segment’s cigarettes shipment volume in the United States was [removed: 84.7] [added: 76.3] billion units in [removed: 2022,] [added: 2023,] a decrease of [removed: 9.7%] [added: 9.9%] from [removed: 2021.][added: 2022.]

[removed: *▪*Cigars:] [added: ▪Cigars:] Middleton is engaged in the manufacture and sale of machine-made large cigars and pipe tobacco.

Middleton contracts with a third-party importer to supply [removed: a majority] [added: substantially all] of its cigars and sells substantially all of its cigars to customers in the United States.

Total smokeable products segment’s cigars shipment volume was approximately [removed: 1.7] [added: 1.8] billion units in [removed: 2022, a decrease] [added: 2023, an increase] of [removed: 4.0%] [added: 2.8%] from [removed: 2021.][added: 2022.]

[removed: *▪*Oral] [added: ▪Oral] tobacco products: USSTC is the leading producer and marketer of MST products.

Total oral tobacco products segment’s shipment volume was [removed: 800.6] [added: 782.9] million units in [removed: 2022,] [added: 2023,] a decrease of [removed: 2.4%] [added: 2.2%] from [removed: 2021.][added: 2022.]

For [removed: a] further discussion of the [removed: ITC decision,] [added: agreement with PMI] see Note [removed: 17.][added: 6.]

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

[removed: We have] [added: In October 2022, we] agreed to assign to [removed: PMI] [added: Philip Morris International Inc. (“PMI”)] exclusive U.S. commercialization rights to the [removed: *IQOS* System] [added: *IQOS Tobacco Heating System* (“*IQOS* System”)] effective April 30, 2024.

For further [removed: discussion] [added: details,] see Note [removed: 4.][added: 3.]

*Goodwill and Other Intangible Assets, net* to [removed: the] [added: our] consolidated financial statements in Item 8 (“Note [removed: 4”).][added: 6”).]

[added: ▪Other tobacco products:] 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 [removed: U.S. Food and Drug Administration (“FDA”)] [added: 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.

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

[removed: The] [added: For example, the] Family Smoking Prevention and Tobacco Control Act (“FSPTCA”) provides the FDA with broad authority to regulate the design, manufacture, packaging, advertising, promotion, sale and distribution of tobacco products; the authority to require disclosures of related information; and the authority to enforce the FSPTCA and related regulations.

Helix, through an affiliate, [removed: purchases] [added: and NJOY purchase] tobacco-derived nicotine materials from suppliers and [removed: believes its] [added: believe their] suppliers can satisfy current and anticipated future production requirements.

For further discussion of the foregoing matters, the [removed: tobacco] business environment, trends in market demand and competitive conditions, and related risks, see Item 1A.

Risk Factors of this Form 10-K (“Item 1A”) and [removed: *Tobacco Space] [added: *Operating Results by Business Segment] - Business Environment* in Item 7.

[removed: *▪*Customers:] [added: ▪Customers:] For a discussion of [removed: PM USA, USSTC, Helix and Middleton’s] [added: our] largest customers, including their percentages of our consolidated net revenues for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] see Note [removed: 14.][added: 16.]

[removed: *▪*Executive] [added: ▪Executive] Officers of Altria: The disclosure regarding executive officers is included in Item 10.

Directors, Executive Officers and Corporate Governance - *Information about Our Executive Officers as of February 15, [removed: 2023*] [added: 2024*] of this Form 10-K.

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

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

On June 1, 2023, we completed our acquisition of NJOY Holdings, Inc. (“NJOY Holdings”), the parent of NJOY, for total consideration of approximately $2.9 billion (“NJOY Transaction”), which consisted of approximately $2.75 billion in cash payments (net of cash acquired) plus the fair value of certain contingent consideration.

As a result of the acquisition, NJOY became a wholly owned subsidiary of Altria.

In March 2023, we entered into a stock transfer agreement with JUUL Labs, Inc. (“Stock Transfer Agreement”) pursuant to which we transferred to JUUL Labs, Inc. (“JUUL”) all of our beneficially owned JUUL equity securities.

In exchange, we received a non-exclusive, irrevocable global license to certain of JUUL’s heated tobacco intellectual property.

(“Note 16”).

▪E-Vapor products: NJOY contracts with third-party importers to supply all of its products and sells its e-vapor products to customers in the United States.

*NJOY ACE* is the principal e-vapor product of NJOY.

NJOY is currently the only e-vapor manufacturer to receive market authorizations from the U.S. Food and Drug Administration (“FDA”) for a pod-based e-vapor product.

We maintain our commitment to building an inclusive organization and workforce that reflects the diversity of the labor market from which we hire.

Our data-driven efforts focus on removing barriers to equal opportunity in compliance with applicable law.

We strive for an organization that is more reflective of the diversity of the labor market from which we hire, and we remain committed to ID&E.

We monitor our ID&E progress through inclusive leadership ratings and other measures and report our ID&E progress annually through our corporate responsibility reporting.

If we adjust for differentiating factors that legitimately influence pay, salaries of our female employees were 99.6% of those of our male employees, and salaries of our employees of color were 99.9% of those of our white employees.

We also offer up to 12 weeks paid family leave to bond with a newborn child, the placement of a child for adoption or foster care, or to care for a family member who has a serious health condition.

We account for our investments in ABI and Cronos under the equity method of accounting using a one-quarter lag.

We account for our investment in JUUL at fair value.

Tobacco Space

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

*▪*Other tobacco products: In December 2013, we entered into a series of agreements with Philip Morris International Inc. (“PMI”), including an agreement that granted us an exclusive right to commercialize certain of PMI’s heated tobacco products in the United States.

In 2019, PM USA began commercialization of PMI’s *IQOS Tobacco Heating System* (“*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* System electronic device, *Marlboro HeatSticks* and 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, we removed the *IQOS* System electronic device and *Marlboro HeatSticks* from the marketplace.

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.

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.

*Segment Reporting* to the consolidated financial statements in Item 8 (“Note 14”).

As of December 31, 2022, women represented 34% of vice president-level and 41% of director-level roles; Asian, Black, Hispanic or employees of two or more races represented 21% of our vice president-level and 26% of our director-level roles.

December 31, 2022.

The information required by this Item is included in Note [removed: 17 and Exhibits 99.1 and 99.2 to this Form 10-K.][added: 19.]

Altria’s consolidated financial statements and accompanying notes for the year ended December 31, [removed: 2022] [added: 2023] were filed on Form 8-K on February 1, [removed: 2023] [added: 2024] (such consolidated financial statements and accompanying notes are also included in Item 8).

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

▪Health Care Cost Recovery [removed: Legislation][added: Litigation]

*Contingencies* to our consolidated financial statements in Item 8 (“Note 19”) and Exhibits 99.1 and 99.2 to this Form 10-K.

▪Engle Progeny Trial Results

In *Schertzer,* in January 2024, the Florida Third District Court of Appeal affirmed the final judgment against PM USA and R.J. Reynolds Tobacco Company, awarding plaintiff $3 million in compensatory damages plus attorneys’ fees and no punitive damages.

Settlements of NPM Adjustment Disputes: In February 2024, Idaho joined the multistate settlement, settling adjustment disputes through 2031 and bringing the total number of states and territories that have joined the multistate settlement to 39.

As a result, PM USA will receive approximately $8 million for 2005 through 2023, $2 million of which relates to the 2021 through 2023 “transition years.” In connection with this development, PM USA recorded $8 million as a reduction in cost of sales in the first quarter of 2024.

▪IQOS Litigation

In February 2024, PMI and British American Tobacco p.l.c.

agreed to settle multiple ongoing patent infringement disputes, including the patent infringement action pending before the ITC.

Under the terms of the settlement agreement, the parties agreed, among other things, to request rescission of the limited exclusion order barring the importation of the *IQOS* System electronic device, *Marlboro HeatSticks* and component parts into the United States and the cease and desist order barring domestic sales, marketing and distribution of these imported products.

▪Antitrust Litigation

In February 2024, the trial court ordered that two of three direct-purchaser plaintiffs’ claims against JUUL be sent to arbitration pursuant to an arbitration provision in JUUL’s online purchase agreement and dismissed without prejudice all three direct-purchaser plaintiffs’ claims for injunctive relief.

▪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.

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.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $75] [added: $80] 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: 2023] [added: 2024] | | | | | |

| Common Stock, $0.33 1/3 par value | | | [removed: 1,785,563,827] [added: 1,763,461,775] | | | 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: 18, 2023,] [added: 16, 2024,] to be filed with the U.S. Securities and Exchange Commission on or about April [removed: 6, 2023,] [added: 4, 2024,] are incorporated by reference into Part III hereof. | | |

| Item 1. | | | [removed: [Business](#i15062ca98227434086141b426450a5cb_16)] [added: [Business](#i2d2946aad8bc492ea42b7c160839baaf_16)] | | | [removed: [1](#i15062ca98227434086141b426450a5cb_16)] [added: [1](#i2d2946aad8bc492ea42b7c160839baaf_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i15062ca98227434086141b426450a5cb_19)] [added: Factors](#i2d2946aad8bc492ea42b7c160839baaf_19)] | | | [removed: [5](#i15062ca98227434086141b426450a5cb_19)] [added: [5](#i2d2946aad8bc492ea42b7c160839baaf_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i15062ca98227434086141b426450a5cb_22)] [added: Comments](#i2d2946aad8bc492ea42b7c160839baaf_22)] | | | [removed: [13](#i15062ca98227434086141b426450a5cb_22)] [added: [13](#i2d2946aad8bc492ea42b7c160839baaf_22)] | | |

| Item 2. | | | [removed: [Properties](#i15062ca98227434086141b426450a5cb_25)] [added: [Properties](#i2d2946aad8bc492ea42b7c160839baaf_25)] | | | [removed: [13](#i15062ca98227434086141b426450a5cb_25)] [added: [15](#i2d2946aad8bc492ea42b7c160839baaf_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i15062ca98227434086141b426450a5cb_28)] [added: Proceedings](#i2d2946aad8bc492ea42b7c160839baaf_28)] | | | [removed: [14](#i15062ca98227434086141b426450a5cb_28)] [added: [16](#i2d2946aad8bc492ea42b7c160839baaf_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i15062ca98227434086141b426450a5cb_31)] [added: Disclosures](#i2d2946aad8bc492ea42b7c160839baaf_31)] | | | [removed: [14](#i15062ca98227434086141b426450a5cb_31)] [added: [16](#i2d2946aad8bc492ea42b7c160839baaf_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i15062ca98227434086141b426450a5cb_37)] [added: Securities](#i2d2946aad8bc492ea42b7c160839baaf_37)] | | | [removed: [15](#i15062ca98227434086141b426450a5cb_37)] [added: [17](#i2d2946aad8bc492ea42b7c160839baaf_37)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i15062ca98227434086141b426450a5cb_40)] [added: [\[Reserved\]](#i2d2946aad8bc492ea42b7c160839baaf_40)] | | | [removed: [16](#i15062ca98227434086141b426450a5cb_40)] [added: [18](#i2d2946aad8bc492ea42b7c160839baaf_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i15062ca98227434086141b426450a5cb_43)] [added: Operations](#i2d2946aad8bc492ea42b7c160839baaf_46)] | | | [removed: [16](#i15062ca98227434086141b426450a5cb_43)] [added: [18](#i2d2946aad8bc492ea42b7c160839baaf_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i15062ca98227434086141b426450a5cb_73)] [added: Risk](#i2d2946aad8bc492ea42b7c160839baaf_73)] | | | [removed: [47](#i15062ca98227434086141b426450a5cb_73)] [added: [49](#i2d2946aad8bc492ea42b7c160839baaf_73)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i15062ca98227434086141b426450a5cb_76)] [added: Data](#i2d2946aad8bc492ea42b7c160839baaf_76)] | | | [removed: [48](#i15062ca98227434086141b426450a5cb_76)] [added: [50](#i2d2946aad8bc492ea42b7c160839baaf_76)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i15062ca98227434086141b426450a5cb_199)] [added: Disclosure](#i2d2946aad8bc492ea42b7c160839baaf_193)] | | | [removed: [103](#i15062ca98227434086141b426450a5cb_199)] [added: [103](#i2d2946aad8bc492ea42b7c160839baaf_193)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i15062ca98227434086141b426450a5cb_202)] [added: Procedures](#i2d2946aad8bc492ea42b7c160839baaf_196)] | | | [removed: [103](#i15062ca98227434086141b426450a5cb_202)] [added: [103](#i2d2946aad8bc492ea42b7c160839baaf_196)] | | |

| Item 9B. | | | [Other [removed: Information](#i15062ca98227434086141b426450a5cb_205)] [added: Information](#i2d2946aad8bc492ea42b7c160839baaf_199)] | | | [removed: [103](#i15062ca98227434086141b426450a5cb_205)] [added: [103](#i2d2946aad8bc492ea42b7c160839baaf_199)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i15062ca98227434086141b426450a5cb_208)] [added: Inspections](#i2d2946aad8bc492ea42b7c160839baaf_202)] | | | [removed: [103](#i15062ca98227434086141b426450a5cb_208)] [added: [103](#i2d2946aad8bc492ea42b7c160839baaf_202)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i15062ca98227434086141b426450a5cb_214)] [added: Governance](#i2d2946aad8bc492ea42b7c160839baaf_208)] | | | [removed: [103](#i15062ca98227434086141b426450a5cb_214)] [added: [103](#i2d2946aad8bc492ea42b7c160839baaf_208)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i15062ca98227434086141b426450a5cb_217)] [added: Compensation](#i2d2946aad8bc492ea42b7c160839baaf_211)] | | | [removed: [104](#i15062ca98227434086141b426450a5cb_217)] [added: [104](#i2d2946aad8bc492ea42b7c160839baaf_211)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i15062ca98227434086141b426450a5cb_220)] [added: Matters](#i2d2946aad8bc492ea42b7c160839baaf_214)] | | | [removed: [104](#i15062ca98227434086141b426450a5cb_220)] [added: [104](#i2d2946aad8bc492ea42b7c160839baaf_214)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i15062ca98227434086141b426450a5cb_223)] [added: Independence](#i2d2946aad8bc492ea42b7c160839baaf_217)] | | | [removed: [104](#i15062ca98227434086141b426450a5cb_223)] [added: [104](#i2d2946aad8bc492ea42b7c160839baaf_217)] | | |

| Item 14. | | | [Principal Accounting Fees and [removed: Services](#i15062ca98227434086141b426450a5cb_226)] [added: Services](#i2d2946aad8bc492ea42b7c160839baaf_220)] | | | [removed: [104](#i15062ca98227434086141b426450a5cb_226)] [added: [104](#i2d2946aad8bc492ea42b7c160839baaf_220)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i15062ca98227434086141b426450a5cb_232)] [added: Schedules](#i2d2946aad8bc492ea42b7c160839baaf_223)] | | | [removed: [105](#i15062ca98227434086141b426450a5cb_232)] [added: [105](#i2d2946aad8bc492ea42b7c160839baaf_226)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i15062ca98227434086141b426450a5cb_235)] [added: Summary](#i2d2946aad8bc492ea42b7c160839baaf_229)] | | | [removed: [108](#i15062ca98227434086141b426450a5cb_235)] [added: [108](#i2d2946aad8bc492ea42b7c160839baaf_229)] | | |

| Item 1C. | | | [Cybersecurity](#i2d2946aad8bc492ea42b7c160839baaf_2239) | | | [13](#i2d2946aad8bc492ea42b7c160839baaf_2239) | | |

| [Signatures](#i2d2946aad8bc492ea42b7c160839baaf_232) | | | | | | [109](#i2d2946aad8bc492ea42b7c160839baaf_232) | | |

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

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

Risk Management and Strategy

We rely extensively on information technology, much of which is managed by third-party service providers (such as cloud data service providers), to support a variety of business processes and activities, including: complying with regulatory, legal, financial reporting and tax requirements; engaging in marketing and e-commerce activities; managing and improving the effectiveness of our operations; researching, developing, manufacturing and distributing our products; collecting and storing sensitive data and confidential information; and communicating with employees, investors, suppliers, trade customers, adult tobacco consumers and others.

Recognizing the critical importance of cybersecurity in today’s digital landscape, we are committed to safeguarding our information assets, protecting consumer

data and maintaining the integrity and availability of our systems.

Accordingly, we have implemented an extensive cybersecurity risk management framework designed to identify, assess, mitigate and prevent potential cybersecurity risks and to align with industry best practices and all applicable regulatory requirements.

We evaluate our cybersecurity risk management framework against the National Institute of Standards and Technology’s Cybersecurity Framework, which outlines the core components and responsibilities necessary to sustain a healthy and well-balanced cybersecurity program.

We also align our security standards for infrastructure configuration with the Center for Internet Security’s Benchmarks, which are prescriptive recommendations based upon the consensus of global cybersecurity experts.

Our framework is built around the following key principles: (i) risk assessment and threat intelligence; (ii) security controls; (iii) incident response; (iv) employee awareness and training; and (v) third-party risk management.

We have integrated our cybersecurity framework into our broad enterprise risk management processes, which allows us to leverage our existing enterprise-wide experience in managing risk and adapting to change in the cybersecurity threat landscape.

▪Risk Assessment and Threat Intelligence: We conduct regular risk assessments to identify potential cybersecurity vulnerabilities and threats.

Our Information Technology (“IT”) Risk Management function, overseen by our Chief Information Security Officer (“CISO”), leads internal self-assessments, which involve evaluating the security posture of critical systems, networks and applications as well as the potential impact of cybersecurity threats on our business operations, financial condition and reputation.

IT Risk Management also conducts ongoing threat monitoring and has implemented monitoring systems, including technologies such as intrusion detection systems, security information and event management tools and threat intelligence programs.

We regularly engage third-party consulting services to conduct audits and assessments of the effectiveness of our cybersecurity controls and processes and identify areas for improvement based on developments in industry best practices.

We also leverage third parties to evaluate our cybersecurity and risk management strategy, review policies and procedures to address new risks and maintain ongoing compliance with evolving legal and regulatory requirements.

For example, we partner with leading global security providers to leverage various threat intelligence channels as input to monitor and tune our controls to prevent a cybersecurity attack.

▪Security Controls: We employ a layered approach to cybersecurity, implementing a range of technical and procedural controls to protect critical systems and data.

These controls include (i) firewalls and intrusion detection and prevention systems to monitor and block unauthorized access attempts, detect and prevent malicious activity and safeguard network infrastructure, (ii) encryption, including secure protocols and multi-factor authentication, to protect information in transit and at rest and (iii) secure network architecture that segregates critical systems from the public internet, limiting exposure to potential threats.

We also conduct regular security patching to manage emerging cyber threats.

▪Incident Response: We have established an incident response plan and playbooks, which include procedures designed to respond to and recover from cybersecurity incidents.

These procedures, which our IT Risk Management function reviews on an ongoing basis both internally and with third-party consultants, provide detailed descriptions of the roles and responsibilities of key stakeholders and the procedures for communication and coordination during an incident.

The procedures also provide guidelines for escalating information to senior management, our Disclosure Controls Committee, our Audit Committee, which, as discussed below, has been delegated responsibility for our Board’s cybersecurity risk oversight function, and our full Board and for providing timely public disclosure, when necessary.

To maintain incident readiness and resilience, we conduct periodic disaster recovery exercises and cybersecurity incident management exercises led by our IT Risk Management function.

These exercises involve simulating various scenarios and testing our response strategies, allowing us to identify vulnerabilities, refine procedures and enhance our overall crisis management and recovery capabilities.

We believe regular practice and evaluation allows us to minimize the impact of potential disruptions and safeguard our operations, data and reputation.

▪Employee Awareness and Training: We recognize that employees play a critical role in maintaining a strong cybersecurity posture.

Our Information Governance Policy sets forth the requirements for employee conduct relating to company information and company-managed devices, including relevant privacy, data security and data retention policies.

We believe that our Information Governance Policy is aligned with industry best practices and applicable legal and regulatory requirements.

In addition to our Information Governance Policy, we conduct regular cybersecurity training programs emphasizing the importance of cybersecurity awareness.

These programs address relevant cybersecurity topics, such as common cybersecurity threats, phishing awareness and best practices for safeguarding sensitive information.

Employees are held accountable for completing all assigned cybersecurity programs and meeting certain performance thresholds in phishing awareness exercises, and there is a range of consequences for underperformance that includes termination.

▪Third-Party Risk Management: We acknowledge the potential cybersecurity risks inherent in our relationships with third-parties.

Accordingly, we have implemented a third-party risk management program to identify and oversee such risks.

This program relies on key elements including risk assessment, due diligence, contractual provisions and ongoing monitoring to identify and mitigate impacts from high-risk third-parties and of specific risks.

We use security risk assessment questionnaire tools to identify high-risk third-parties, allowing us to effectively assess and mitigate potential security vulnerabilities.

Our third-party risk assessment framework evaluates the cybersecurity practices and controls of third-parties.

For high-risk third-parties, we perform rigorous due diligence inquiries, reviewing documentation with respect to their security policies, incident response capabilities, data protection measures and regulatory compliance.

We also review evidence of cybersecurity certifications and the results of independent audits.

For high-risk third-parties with access to sensitive data or systems, we conduct more in-depth assessments.

Our contracts with high-risk third-parties contain provisions related to data protection, confidentiality, incident reporting and compliance with all applicable laws and regulations.

Throughout our engagements with high-risk third-parties, we maintain a monitoring program with respect to their cybersecurity posture.

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

[Table of](#i2d2946aad8bc492ea42b7c160839baaf_10) [Contents](#i2d2946aad8bc492ea42b7c160839baaf_10)

[Table of](#i2d2946aad8bc492ea42b7c160839baaf_10) [Contents](#i2d2946aad8bc492ea42b7c160839baaf_10)

The graph assumes the investment of $100 in common stock and each of the indices as of the market close on December 31, [removed: 2017] [added: 2018] and the reinvestment of all dividends on a quarterly basis.

[removed: ][added: ]

| December [removed: 2017] [added: 2018] | | | | | | $ | 100.00 | | | | | $ | 100.00 | | | | | $ | 100.00 | |

Sources: FactSet for 2020 to [removed: 2022] [added: 2023] and Bloomberg “Total Return Analysis” calculated on a daily basis for [removed: 2018 and] 2019.

At February 15, [removed: 2023,] [added: 2024,] there were approximately [removed: 50,000] [added: 48,000] holders of record of our common stock.

Issuer Purchases of Equity Securities During the Quarter Ended December 31, [removed: 2022][added: 2023]

In January [removed: 2021,] [added: 2023,] our Board of Directors authorized a [removed: $2.0 billion share repurchase program that it expanded to $3.5] [added: $1.0] billion [removed: in October 2021 (as expanded, the “January 2021] share repurchase [removed: program”),] [added: program,] which we completed in December [removed: 2022.][added: 2023.]

In January [removed: 2023,] [added: 2024,] our Board of Directors authorized a new $1.0 billion share repurchase program, which we expect to complete by December 31, [removed: 2023.][added: 2024.]

Our share repurchase activity for each of the three months in the period ended December 31, [removed: 2022,] [added: 2023,] was as follows:

(1) The total number of shares purchased includes (a) shares purchased under the January [removed: 2021] [added: 2023] 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: 480 shares] [added: 45,289] in [removed: November] [added: October] and [removed: 105] [added: 1,005] shares in [removed: December).][added: November).]

| December 2019 | | | | | | $ | 107.96 | | | | | $ | 124.93 | | | | | $ | 131.48 | |

| December 2020 | | | | | | $ | 96.75 | | | | | $ | 131.88 | | | | | $ | 155.67 | |

| December 2021 | | | | | | $ | 120.22 | | | | | $ | 153.21 | | | | | $ | 200.35 | |

| December 2022 | | | | | | $ | 125.49 | | | | | $ | 167.12 | | | | | $ | 164.07 | |

| December 2023 | | | | | | $ | 121.00 | | | | | $ | 159.90 | | | | | $ | 207.20 | |

We have a history of paying cash dividends, and in the first quarter of 2023, established a new progressive dividend goal targeting mid-single digits dividend per share growth annually through 2028.

[Table of](#i2d2946aad8bc492ea42b7c160839baaf_10) [Contents](#i2d2946aad8bc492ea42b7c160839baaf_10)

| October 1- October 31, 2023 | | | | | | 2,304,352 | | | | | | $ | 42.08 | | | | | 2,259,063 | | | | | | $ | 173,083,559 | |

| November 1- November 30, 2023 | | | | | | 2,135,188 | | | | | | $ | 40.55 | | | | | 2,134,183 | | | | | | $ | 86,542,327 | |

| December 1- December 31, 2023 | | | | | | 2,082,954 | | | | | | $ | 41.55 | | | | | 2,082,954 | | | | | | $ | — | |

| For the Quarter Ended December 31, 2023 | | | | | | 6,522,494 | | | | | | $ | 41.41 | | | | | 6,476,200 | | | | | | | | |

| 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 | |

We have a history of paying cash dividends and have maintained a dividend payout ratio target of approximately 80% of our adjusted diluted earnings per share.

| 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 | | | | | | | | |

| at December 31, | | | [removed: 2022] | | | | | | [added: 2023 | | | | | | 2022 | | | | | |] 2021 | | |

| Cash and cash equivalents | | | [added: | | | | | |] $ | [removed: 4,030] [added: 3,686] | | | | | $ | [added: 4,030 | | | | | $ |] 4,544 | |

| Receivable from the sale of *IQOS* System commercialization rights | | | [removed: 1,721] [added: —] | | | | | | [removed: —] [added: 1,721] | | |

| Other | | | [removed: 48] [added: 71] | | | | | | [removed: 47] [added: 48] | | |

| Leaf tobacco | | | [removed: 704] [added: 649] | | | | | | [removed: 744] [added: 704] | | |

| Other raw materials | | | [removed: 186] [added: 204] | | | | | | [removed: 166] [added: 186] | | |

| Work in process | | | [removed: 24] [added: 22] | | | | | | [removed: 23] [added: 24] | | |

| Finished product | | | [removed: 266] [added: 340] | | | | | | [removed: 261] [added: 266] | | |

| Other current assets | | | [removed: 241] [added: 117] | | | | | | [removed: 298] [added: 138] | | |

| Total current assets | | | [removed: 7,220] [added: 5,585] | | | | | | [removed: 6,083] [added: 7,220] | | |

| Buildings and building equipment | | | [removed: 1,478] [added: 1,535] | | | | | | [removed: 1,422] [added: 1,478] | | |

| Machinery and equipment | | | [removed: 2,578] [added: 2,684] | | | | | | [removed: 2,652] [added: 2,578] | | |

| Construction in progress | | | [removed: 248] [added: 240] | | | | | | [removed: 235] [added: 248] | | |

| Less accumulated depreciation | | | [removed: 2,819] [added: 2,930] | | | | | | [removed: 2,879] [added: 2,819] | | |

| Goodwill | | | [removed: 5,177] [added: 6,791] | | | | | | 5,177 | | |

| Other intangible assets, net | | | [removed: 12,384] [added: 13,686] | | | | | | [removed: 12,306] [added: 12,384] | | |

| Investments in equity securities [removed: ($250] [added: ($0] million and [removed: $1,720] [added: $250] million at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively, measured at fair value) | | | [removed: 9,600] [added: 10,011] | | | | | | [removed: 13,481] [added: 9,600] | | |

| Other assets | | | [removed: 965] [added: 845] | | | | | | [removed: 923] [added: 965] | | |

| Total Assets | | | $ | [removed: 36,954] [added: 38,570] | | | | | $ | [removed: 39,523] [added: 36,954] | |

| Current portion of long-term debt | | | $ | [removed: 1,556] [added: 1,121] | | | | | $ | [removed: 1,105] [added: 1,556] | |

| Accounts payable | | | [removed: 552] [added: 582] | | | | | | [removed: 449] [added: 552] | | |

| Marketing | | | [removed: 599] [added: 716] | | | | | | [removed: 664] [added: 599] | | |

| Settlement charges | | | [removed: 2,925] [added: 2,563] | | | | | | [removed: 3,349] [added: 2,925] | | |

| Other | | | [removed: 1,299] [added: 1,902] | | | | | | [removed: 1,365] [added: 1,299] | | |

| Dividends payable | | | [removed: 1,685] [added: 1,735] | | | | | | [removed: 1,647] [added: 1,685] | | |

| Total current liabilities | | | [removed: 8,616] [added: 11,319] | | | | | | [removed: 8,579] [added: 8,616] | | |

| Long-term debt | | | [removed: 25,124] [added: 25,112] | | | | | | [removed: 26,939] [added: 25,124] | | |

| Deferred income taxes | | | [removed: 2,897] [added: 2,799] | | | | | | [removed: 3,692] [added: 2,897] | | |

| Accrued pension costs | | | [removed: 133] [added: 130] | | | | | | [removed: 200] [added: 133] | | |

| Accrued postretirement health care costs | | | [removed: 1,083] [added: 1,079] | | | | | | [removed: 1,436] [added: 1,083] | | |

| Other liabilities | | | [removed: 324] [added: 1,621] | | | | | | [removed: 283] [added: 324] | | |

| Total liabilities | | | [removed: 40,877] [added: 42,060] | | | | | | [removed: 41,129] [added: 40,877] | | |

| Contingencies (Note [removed: 17)] [added: 19)] | | | | | | | | | | | |

| Additional paid-in capital | | | [removed: 5,887] [added: 5,906] | | | | | | [removed: 5,857] [added: 5,887] | | |

| Earnings reinvested in the business | | | [removed: 29,792] [added: 31,094] | | | | | | [removed: 30,664] [added: 29,792] | | |

| Accumulated other comprehensive losses | | | [removed: (2,771)] [added: (2,673)] | | | | | | [removed: (3,056)] [added: (2,771)] | | |

| Cost of repurchased stock [removed: (1,020,427,195] [added: (1,042,499,542] shares at December 31, [removed: 2022] [added: 2023] and [removed: 982,785,699] [added: 1,020,427,195] shares at December 31, [removed: 2021)] [added: 2022)] | | | [removed: (37,816)] [added: (38,802)] | | | | | | [removed: (36,006)] [added: (37,816)] | | |

| Total stockholders’ equity (deficit) attributable to Altria | | | [removed: (3,973)] [added: (3,540)] | | | | | | [removed: (1,606)] [added: (3,973)] | | |

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

| Total stockholders’ equity (deficit) | | | [removed: (3,923)] [added: (3,490)] | | | | | | [removed: (1,606)] [added: (3,923)] | | |

| | | | 1,215 | | | | | | 1,180 | | |

| Income taxes | | | 496 | | | | | | 103 | | |

| | | | 4,582 | | | | | | 4,427 | | |

| | | | 1,652 | | | | | | 1,608 | | |

[Table of](#i2d2946aad8bc492ea42b7c160839baaf_10) [Contents](#i2d2946aad8bc492ea42b7c160839baaf_10)

| at December 31, | | | 2023 | | | | | | 2022 | | |

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

[Table of](#i2d2946aad8bc492ea42b7c160839baaf_10) [Contents](#i2d2946aad8bc492ea42b7c160839baaf_10)

[Table of](#i2d2946aad8bc492ea42b7c160839baaf_10) [Contents](#i2d2946aad8bc492ea42b7c160839baaf_10)

[Table of](#i2d2946aad8bc492ea42b7c160839baaf_10) [Contents](#i2d2946aad8bc492ea42b7c160839baaf_10)

| Unrecognized tax benefit (1) | | | | | | | | | 1,111 | | | | | | 16 | | | | | | (21) | | |

| Acquisition of NJOY, net of cash acquired | | | | | | | | | (2,751) | | | | | | — | | | | | | — | | |

(1) 2023 relates to unrecognized tax benefit from the ordinary loss for cash tax purposes with respect to a portion of our tax basis associated with our former investment in JUUL.

*Income Taxes*.

(2) 2023 amounts are net of the effects from the NJOY Transaction.

*Acquisition of NJOY*.

[Table of](#i2d2946aad8bc492ea42b7c160839baaf_10) [Contents](#i2d2946aad8bc492ea42b7c160839baaf_10)

[Table of](#i2d2946aad8bc492ea42b7c160839baaf_10) [Contents](#i2d2946aad8bc492ea42b7c160839baaf_10)

| Repurchases of common stock | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,000) | | | | | | — | | | | | | (1,000) | | |

| Balances, December 31, 2023 | | | $ | 935 | | | | | $ | 5,906 | | | | | $ | 31,094 | | | | | $ | (2,673) | | | | | $ | (38,802) | | | | | $ | 50 | | | | | $ | (3,490) | |

As discussed in Note 3.

*Acquisition of NJOY*, on June 1, 2023, we completed our acquisition of NJOY Holdings, Inc. (“NJOY Holdings”), the parent of NJOY.

As a result of the acquisition, NJOY became a wholly owned subsidiary of Altria.

In March 2023, we entered into a stock transfer agreement with JUUL Labs, Inc. (“Stock Transfer Agreement”) pursuant to which we transferred to JUUL Labs, Inc. (“JUUL”) all of our beneficially owned JUUL equity securities.

In exchange, we received a non-exclusive, irrevocable global license to certain of JUUL’s heated tobacco intellectual property (“JUUL Heated Tobacco IP”).

On January 1, 2023, we adopted Accounting Standards Update (“ASU”) 2021-08, *Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers* (“ASU No. 2021-08”).

This guidance updates how an entity recognizes and measures contract assets and contract liabilities acquired in a business combination.

Our adoption of ASU No. 2021-08 had no impact on our consolidated financial statements or related disclosures.

[Table of](#i2d2946aad8bc492ea42b7c160839baaf_10) [Contents](#i2d2946aad8bc492ea42b7c160839baaf_10)

Additionally, on January 1, 2023, we adopted ASU 2022-04, *Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations* (“ASU No. 2022-04”).

This guidance requires that a buyer in a supplier finance program disclose sufficient qualitative and quantitative information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period and potential magnitude.

S*upplier Financing*.

[Table of](#i2d2946aad8bc492ea42b7c160839baaf_10) [Contents](#i2d2946aad8bc492ea42b7c160839baaf_10)

See Note 19.

[Table of](#i2d2946aad8bc492ea42b7c160839baaf_10) [Contents](#i2d2946aad8bc492ea42b7c160839baaf_10)

See Note 19.

NJOY receives substantially all payments within 30 days of a customer obtaining control of the product.

▪Supplier Financing: We facilitate a voluntary supplier financing program under which participating suppliers may elect to sell receivables due from us to a third-party financial institution.

Our payments are made on the terms originally negotiated with the supplier, and we have no economic interest in a supplier’s sale of a receivable.

All outstanding balances under the supplier financing program are recorded in accounts payable on our consolidated balance sheets.

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

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

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

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

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

| Net losses attributable to noncontrolling interests | | | — | | | | | | — | | | | | | 13 | | |

| Comprehensive losses attributable to noncontrolling interests | | | | | | — | | | | | | — | | | | | | 13 | | |

| Comprehensive earnings attributable to Altria | | | | | | $ | 6,049 | | | | | $ | 3,760 | | | | | $ | 2,990 | |

| Impairment of JUUL equity securities | | | | | | | | | — | | | | | | — | | | | | | 2,600 | | |

Michelle Transaction.

(2) 2020 primarily reflects inventory-related amounts associated with the wine business strategic reset.

| Other, net | | | | | | | | | (12) | | | | | | (215) | | | | | | (99) | | |

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

| Balances, December 31, 2019 | | | $ | 935 | | | | | $ | 5,970 | | | | | $ | 36,539 | | | | | $ | (2,864) | | | | | $ | (34,358) | | | | | $ | 97 | | | | | $ | 6,319 | |

*Background and Basis of Presentation*.

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.

In December 2020 and April 2021, we purchased the remaining 20% interest in (i) Helix ROW and (ii) Helix, respectively.

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

On January 1, 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.

Our adoption of ASU No. 2020-06 did not have a material impact on our consolidated financial statements.

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.

| ASU 2021-08 *Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers* | | | The guidance updates how an entity recognizes and measures contract assets and contract liabilities acquired in a business combination. Acquirers will now account for related revenue contracts in accordance with Topic 606 as if it had originated the contract. | | | The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. | | | We do not expect our adoption of this guidance to have a material impact on our consolidated financial statements and related disclosures. | | |

Prior to the first quarter of 2021 for USSTC and the third quarter of 2021 for PM USA, cash discounts were calculated as a percentage of the list price based on historical experience and agreed-upon payment terms.

We record receivables net of the cash discounts on our consolidated balance sheets.

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.

| Dispositions (2) | | | — | | | | | | — | | | | | | — | | | | | | (237) | | |

(2) Dispositions related to the Ste.

(1) Our investment in Cronos at December 31, 2021 consisted of our equity method investment in Cronos of $617 million and also included the Cronos warrant and the Fixed-price Preemptive Rights (collectively, “Investment in Cronos”), which were measured at fair value.

We irrevocably abandoned the Cronos warrant on December 15, 2022, and the Fixed-price Preemptive Rights had no value at December 31, 2022.

| Convertible Preferred Stock | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 715 | |

In the second quarter of 2022, the fair value declined below its carrying value and at June 30, 2022, the fair value was below its carrying value by $1.1 billion or approximately 9%.

We concluded that the decline in fair value below its carrying value was temporary and, therefore, we did not record an impairment charge at that time.

We concluded that the decline in fair value at September 30, 2022 was other than temporary as we anticipated that the full recovery to the carrying value would take longer than previously expected.

In reaching this conclusion, we evaluated the factors related to the fair value decline, including the macroeconomic and geopolitical factors that have significantly impacted certain foreign exchange rates and global equity markets.

As a result of our conclusion, we recorded a non-cash, pre-tax impairment charge of

This impairment charge reflected the difference between the fair value of our equity investment in ABI using ABI’s share price and the Euro to U.S dollar exchange rate at September 30, 2022 and the carrying value of our equity investment in ABI at September 30, 2022.

After recording the impairment charge, each of the fair value and carrying value at September 30, 2022 was $9.0 billion.

During the quarter ended December 31, 2023, none of our directors or officers adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

None.

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 our definitive proxy statement for use in connection with our Annual Meeting of Shareholders to be held on May [removed: 18, 2023] [added: 16, 2024] that is expected to be filed with the SEC on or about April [removed: 6, 2023] [added: 4, 2024] (“proxy statement”), and, except as indicated therein, made a part hereof.

Information about Our Executive Officers as of February 15, [removed: 2023:][added: 2024:]

| Jody L. Begley | | | Executive Vice President and Chief Operating Officer | | | [removed: 51] [added: 52] | | |

| Daniel J. Bryant | | | Vice President and Treasurer | | | [removed: 53] [added: 54] | | |

| Steven D’Ambrosia | | | Vice President and Controller | | | [removed: 56] [added: 57] | | |

| Murray R. Garnick | | | Executive Vice President and General Counsel | | | [removed: 63] [added: 64] | | |

| William F. Gifford, Jr. | | | Chief Executive Officer | | | [removed: 52] [added: 53] | | |

| Salvatore Mancuso | | | Executive Vice President and Chief Financial Officer | | | [removed: 57] [added: 58] | | |

| Heather A. Newman | | | Senior Vice President, Chief Strategy & Growth Officer | | | [removed: 45] [added: 46] | | |

| W. Hildebrandt Surgner, Jr. | | | Vice President, Corporate Secretary and Associate General Counsel | | | [removed: 57] [added: 58] | | |

| Charles N. Whitaker | | | Senior Vice President, Chief Human Resources Officer and Chief Compliance Officer | | | [removed: 56] [added: 57] | | |

As previously announced, Mr. Garnick will retire as Executive Vice President and General Counsel, effective April 1, 2024.

Robert A.

McCarter III (age 51) was elected to become Executive Vice President and General Counsel upon Mr. Garnick’s retirement.

Mr. McCarter currently serves as Senior Vice President and Associate General Counsel, ALCS, a position he has held since November 2020.

[Table of](#i2d2946aad8bc492ea42b7c160839baaf_10) [Contents](#i2d2946aad8bc492ea42b7c160839baaf_10)

Prior to this role, he served as Vice President and Associate General Counsel, ALCS, from July 2015 through October 2020.

Mr. McCarter has been continuously employed by ALCS in legal positions since 2015.

The number of shares to be issued upon exercise or vesting and the number of shares remaining available for future issuance under our equity compensation plans at December 31, [removed: 2022,] [added: 2023,] were as follows:

(2)Represents [removed: 3,257,795] [added: 3,472,801] shares of restricted stock units and [removed: 817,298] [added: 927,503] shares that may be issued upon vesting of performance stock units if maximum performance measures are achieved.

(3)Includes [removed: 21,972,920] [added: 20,432,234] shares available under the 2020 Performance Incentive Plan and [removed: 650,121] [added: 589,927] 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 - [removed: Directors] [added: Directors, Nominees] and Executive Officers” and “Ownership of Equity Securities of Altria - Certain Other Beneficial Owners” sections of our proxy statement.

| Equity compensation plans approved by shareholders (1) | | | 4,400,304 (2) | | | $— | | | 21,022,161 (3) | | |

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

[Table of](#i2d2946aad8bc492ea42b7c160839baaf_10) [Contents](#i2d2946aad8bc492ea42b7c160839baaf_10)

| Consolidated Balance Sheets at December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | [removed: [48](#i15062ca98227434086141b426450a5cb_79)] [added: [50](#i2d2946aad8bc492ea42b7c160839baaf_79)] | | |

| Consolidated Statements of Earnings for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [50](#i15062ca98227434086141b426450a5cb_85)] [added: [52](#i2d2946aad8bc492ea42b7c160839baaf_85)] | | |

| Consolidated Statements of Comprehensive Earnings for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [51](#i15062ca98227434086141b426450a5cb_88)] [added: [53](#i2d2946aad8bc492ea42b7c160839baaf_88)] | | |

| Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [52](#i15062ca98227434086141b426450a5cb_91)] [added: [54](#i2d2946aad8bc492ea42b7c160839baaf_91)] | | |

| Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [54](#i15062ca98227434086141b426450a5cb_94)] [added: [56](#i2d2946aad8bc492ea42b7c160839baaf_94)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [55](#i15062ca98227434086141b426450a5cb_97)] [added: [57](#i2d2946aad8bc492ea42b7c160839baaf_97)] | | |

| Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | | | [removed: [99](#i15062ca98227434086141b426450a5cb_193)] [added: [99](#i2d2946aad8bc492ea42b7c160839baaf_187)] | | |

| Report of Management on Internal Control Over Financial Reporting | | | [removed: [102](#i15062ca98227434086141b426450a5cb_196)] [added: [102](#i2d2946aad8bc492ea42b7c160839baaf_190)] | | |

In accordance with Regulation S-X Rule 3-09, the audited financial statements of ABI for the year ended December 31, [removed: 2022] [added: 2023] will be filed by amendment within six months after ABI’s year ended December 31, [removed: 2022.][added: 2023.]

| | | | [removed: 4.1] [added: 21] | | | | | | [removed: [Description] [added: [Subsidiaries] of Altria Group, [removed: Inc.’s Registered Securities.](https://www.sec.gov/Archives/edgar/data/764180/000076418023000020/exhibit41descriptionofregi.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/764180/000076418024000018/exhibit21altriagroupincsub.htm)] | | |

| | | | [removed: 4.5] [added: 10.13] | | | | | | [5-Year Revolving Credit Agreement, dated as of [removed: August 1, 2018,] [added: October 24, 2023,] among Altria Group, Inc., [removed: the lenders named therein and] JPMorgan Chase Bank, N.A. and Citibank, N.A., as administrative [removed: agents.] [added: agents, and the lenders named therein.] Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on [removed: August 1, 2018] [added: October 25, 2023] (File No. [removed: 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000119312518234104/d572226dex101.htm)] [added: 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000119312523263116/d482533dex101.htm)] | | |

| | | | [removed: 4.6] [added: 10.14] | | | | | | [removed: [Amendment No. 1] [added: [Guarantee made by Philip Morris USA Inc. in favor of the lenders party] to the [added: 5-Year Revolving] Credit Agreement, dated [removed: January 25, 2019,] [added: as of October 24, 2023,] among Altria Group, [removed: Inc.] [added: Inc.,] the [removed: Lenders] [added: lenders named therein] and JPMorgan Chase Bank, N.A. and Citibank, [removed: N.A.] [added: N.A.,] as administrative [removed: agents.] [added: agents, dated as of October 24, 2023.] Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on [removed: January 31, 2019] [added: October 25, 2023] (File No. [removed: 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000119312519023405/d699612dex101.htm)] [added: 1-08940).](https://www.sec.gov/Archives/edgar/data/764180/000119312523263116/d482533dex102.htm)] | | |

| | | | [removed: 4.9] [added: 4.5] | | | | | | The Registrant agrees to furnish copies of any instruments defining the rights of holders of long-term debt of the Registrant and its consolidated subsidiaries that does not exceed 10 percent of the total assets of the Registrant and its consolidated subsidiaries to the Commission upon request. | | |

| | | | [removed: 10.14] [added: 10.15] | | | | | | [Benefit Equalization Plan, effective September 2, 1974, as amended. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2014 (File No. 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418015000022/exhibit1019benefitequaliza.htm) | | |

| | | | [removed: 10.15] [added: 10.16] | | | | | | [Amendment to Benefit Equalization Plan, effective March 31, 2016. Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2016 (File No. 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418016000143/exhibit102amendmenttobenif.htm) | | |

| | | | [removed: 10.16] [added: 10.17] | | | | | | [Amendment to Benefit Equalization Plan, effective January 1, 2016 and October 1, 2016. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418017000028/exhibit1021actionbyplanadm.htm) | | |

| | | | [removed: 10.17] [added: 10.18] | | | | | | [Amendment to Benefit Equalization Plan, effective January 1, 2019. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for year ended December 31, 2018 (File No. 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418019000023/exhibit1021bepplan.htm) | | |

| | | | [removed: 10.18] [added: 10.19] | | | | | | Form of Employee Grantor Trust Enrollment Agreement. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1995 (File No. 1-08940).* | | |

| | | | [removed: 10.19] [added: 10.20] | | | | | | [Long-Term Disability Benefit Equalization Plan, effective as of January 1, 1989, as amended. Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2009 (File No. 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000119312509160822/dex101.htm) | | |

| | | | [removed: 10.20] [added: 10.21] | | | | | | [Deferred Fee Plan for Non-Employee Directors, as amended and restated effective October 28, 2015. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418016000128/exhibit1027deferredfeeplan.htm) | | |

| | | | [removed: 10.21] [added: 10.22] | | | | | | [2015 Stock Compensation Plan for Non-Employee Directors, as amended and restated effective October 26, 2022. Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2022 (File No. 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418022000102/exhibit101q32022-quarter.htm) | | |

| | | | [removed: 10.22] [added: 10.23] | | | | | | [2015 Performance Incentive Plan, effective on May 1, 2015. Incorporated by reference to Altria Group, Inc.’s definitive proxy statement on Schedule 14A filed on April 9, 2015 (File No. 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000119312515123580/d871366ddef14a.htm#toc871366_72) | | |

| | | | [removed: 10.23] [added: 10.24] | | | | | | [2020 Performance Incentive Plan. Incorporated by reference to Exhibit A to Altria Group, Inc.'s Definitive Proxy Statement on Schedule 14A filed on April 2, 2020, as amended by Altria Group, Inc.'s Supplement to Proxy Statement on Schedule 14A filed on April 17, 2020 (File No. [removed: 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000120677420001025/mo3601841-def14a.htm#Exhibit_A)] [added: 1-08940)](http://www.sec.gov/Archives/edgar/data/764180/000120677420001025/mo3601841-def14a.htm#Exhibit_A)[.*](http://www.sec.gov/Archives/edgar/data/764180/000120677420001025/mo3601841-def14a.htm#Exhibit_A)] | | |

| | | | [removed: 10.24] [added: 10.25] | | | | | | [Form of Indemnity Agreement. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on October 30, 2006 (File No. 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000119312506218057/dex101.htm) | | |

| | | | [removed: 10.25] [added: 10.28] | | | | | | [Form of Restricted Stock Unit [removed: Agreement, dated as of January 30, 2018.] [added: Agreement (2020).] Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, [removed: 2018] [added: 2020] (File No. [removed: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418018000038/exhibit101formofrestricted.htm)] [added: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418020000048/exhibit101restrictedst.htm)] | | |

| | | | [removed: 10.26] [added: 10.29] | | | | | | [Form of Performance Stock Unit [removed: Agreement, dated as of January 30, 2018.] [added: Agreement (2020).] Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, [removed: 2018] [added: 2020] (File No. [removed: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418018000038/exhibit102formofperformanc.htm)] [added: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418020000048/exhibit102performacest.htm)] | | |

| | | | [removed: 10.27] [added: 10.26] | | | | | | [Form of Restricted Stock Unit Agreement, dated as of February 26, 2019. Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2019 (File No. 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418019000037/exhibit103formofrestri.htm) | | |

| | | | [removed: 10.28] [added: 10.27] | | | | | | [Form of Performance Stock Unit Agreement, dated as of February 26, 2019. Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2019 (File No. 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418019000037/exhibit104formofperfor.htm) | | |

| | | | [removed: 10.29] [added: 10.30] | | | | | | [Form of Restricted Stock Unit Agreement [removed: (2020).] [added: (2021).] Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, [removed: 2020] [added: 2021] (File No. [removed: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418020000048/exhibit101restrictedst.htm)] [added: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418021000065/exhibit102restrictedstock2.htm)] | | |

| | | | [removed: 10.30] [added: 10.33] | | | | | | [Form of Performance Stock Unit Agreement [removed: (2020).] [added: (2022).] Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, [removed: 2020] [added: 2022] (File No. [removed: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418020000048/exhibit102performacest.htm)] [added: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418022000044/exhibit102performancestock.htm)] | | |

| | | | 10.31 | | | | | | [Form of [removed: Restricted] [added: Performance] Stock Unit Agreement (2021). Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2021 (File No. [removed: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418021000065/exhibit102restrictedstock2.htm)] [added: 1-08940).*](http://www.sec.gov/Archives/edgar/data/0000764180/000076418021000065/exhibit103performancestock.htm)] | | |

| | | | 10.32 | | | | | | [Form of [removed: Performance] [added: Restricted] Stock Unit Agreement [removed: (2021).] [added: (2022).] Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, [removed: 2021] [added: 2022] (File No. [removed: 1-08940).*](http://www.sec.gov/Archives/edgar/data/0000764180/000076418021000065/exhibit103performancestock.htm)] [added: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418022000044/exhibit101restrictedstock2.htm)] | | |

| | | | [removed: 10.33] [added: 10.34] | | | | | | [Form of Restricted Stock Unit Agreement [removed: (2022).] [added: (2023).] Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, [removed: 2022] [added: 2023] (File No. [removed: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418022000044/exhibit101restrictedstock2.htm)] [added: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418023000060/exhibit101restrictedstock2.htm)] | | |

| | | | [removed: 10.34] [added: 10.35] | | | | | | [Form of Performance Stock Unit Agreement [removed: (2022).] [added: (2023).] Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, [removed: 2022] [added: 2023] (File No. [removed: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418022000044/exhibit102performancestock.htm)] [added: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418023000060/exhibit102performancestock.htm)] | | |

| | | | [removed: 10.35] [added: 10.36] | | | | | | [Form of Executive Confidentiality and Non-Competition Agreement (October 2018). Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418019000023/exhibit1040confidentiality.htm) | | |

| | | | [removed: 10.36] [added: 10.37] | | | | | | [Form of Confidentiality and Non-Competition Agreement (February 2019). Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2019 (File No. 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418019000037/exhibit102formofconfid.htm) | | |

| | | | [removed: 10.37] [added: 10.38] | | | | | | [Form of Letter Regarding Reimbursement of Legal Expenses. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 1-08940).*](http://www.sec.gov/Archives/edgar/data/0000764180/000076418021000037/exhibit1034formofletterreg.htm) | | |

| | | | [removed: 10.38] [added: 10.39] | | | | | | [Time Sharing Agreement between Altria Client Services LLC and William F. Gifford, Jr., dated February 23, [removed: 2023.*](https://www.sec.gov/Archives/edgar/data/764180/000076418023000020/exhibit1038timesharingagre.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/764180/000076418023000020/exhibit1038timesharingagre.htm)[. Incorporated by reference to Altria Gr](https://www.sec.gov/Archives/edgar/data/764180/000076418023000020/exhibit1038timesharingagre.htm)[oup, Inc.](https://www.sec.gov/Archives/edgar/data/764180/000076418023000020/exhibit1038timesharingagre.htm)[’](https://www.sec.gov/Archives/edgar/data/764180/000076418023000020/exhibit1038timesharingagre.htm)[s Annual Report on](https://www.sec.gov/Archives/edgar/data/764180/000076418023000020/exhibit1038timesharingagre.htm) [Form 10-K for the year ended December 31, 2022 (File No. 1-08940)](https://www.sec.gov/Archives/edgar/data/764180/000076418023000020/exhibit1038timesharingagre.htm)[.*](https://www.sec.gov/Archives/edgar/data/764180/000076418023000020/exhibit1038timesharingagre.htm)] | | |

| | | | [removed: 10.39] [added: 10.40] | | | | | | [Form of Agreement and General Release (September 2019). Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418020000018/exhibit1044formofagree.htm) | | |

| | | | [removed: 21] [added: 97.1] | | | | | | [removed: [Subsidiaries of Altria Group, Inc.](https://www.sec.gov/Archives/edgar/data/764180/000076418023000020/exhibit21altriagroupincsub.htm)] [added: [Altria Group](https://www.sec.gov/Archives/edgar/data/764180/000076418024000018/exhibit971compensationreco.htm)[, Inc.](https://www.sec.gov/Archives/edgar/data/764180/000076418024000018/exhibit971compensationreco.htm) [Dodd-Frank Compensation Recoupment Policy](https://www.sec.gov/Archives/edgar/data/764180/000076418024000018/exhibit971compensationreco.htm)[.](https://www.sec.gov/Archives/edgar/data/764180/000076418024000018/exhibit971compensationreco.htm)] | | |

[Table of](#i2d2946aad8bc492ea42b7c160839baaf_10) [Contents](#i2d2946aad8bc492ea42b7c160839baaf_10)

[Table of](#i2d2946aad8bc492ea42b7c160839baaf_10) [Contents](#i2d2946aad8bc492ea42b7c160839baaf_10)

[Table of](#i2d2946aad8bc492ea42b7c160839baaf_10) [Contents](#i2d2946aad8bc492ea42b7c160839baaf_10)

| | | | 22 | | | | | | [Guarantor Subsidiary of the Registrant.](https://www.sec.gov/Archives/edgar/data/764180/000076418024000018/exhibit22guarantorsubsidia.htm) | | |

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

| | | | 4.7 | | | | | | [Extension and Amendment No. 2 to the Credit Agreement, effective August 18, 2021, among Altria Group, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A. and Citibank, N.A., as administrative agents. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on August 18, 2021 (File No. 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000119312521250405/d178833dex101.htm) | | |

| | | | 4.8 | | | | | | [Extension and Amendment No. 3 to the Credit Agreement, effective August 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 17, 2022 (File No. 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000119312522223264/d333359dex101.htm) | | |

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

Date: February 27, [removed: 2023][added: 2024]

| /s/ WILLIAM F. GIFFORD, JR. (William F. Gifford, Jr.) | | | | | | | | | Director and Chief Executive Officer | | | | | | February 27, [removed: 2023] [added: 2024] | | |

| /s/ SALVATORE MANCUSO (Salvatore Mancuso) | | | | | | | | | Executive Vice President and Chief Financial Officer | | | | | | February 27, [removed: 2023] [added: 2024] | | |

| /s/ STEVEN D’AMBROSIA (Steven D’Ambrosia) | | | | | | | | | Vice President and Controller | | | | | | February 27, [removed: 2023] [added: 2024] | | |

| * IAN L.T. CLARKE, MARJORIE M. CONNELLY, R. MATT DAVIS, [removed: JACINTO J. HERNANDEZ,] DEBRA J. KELLY-ENNIS, KATHRYN B. MCQUADE, GEORGE MUÑOZ, NABIL Y. SAKKAB, VIRGINIA E. SHANKS, ELLEN R. STRAHLMAN, M. MAX YZAGUIRRE | | | | | | | | | Directors | | | | | | | | |

| * By: | | | /s/ WILLIAM F. GIFFORD, JR. (WILLIAM F. GIFFORD, JR. ATTORNEY-IN-FACT) | | | | | | | | | | | | February 27, [removed: 2023] [added: 2024] | | |