Altria Group (MO) 10-K risk factor changes: FY2024 vs FY2023

You can identify these forward-looking statements by [added: our] use of words such as “strategy,” “expects,” “continues,” “plans,” “anticipates,” “believes,” “will,” “estimates,” “forecasts,” “intends,” “projects,” “goals,” “objectives,” “guidance,” “targets” and other words of similar meaning.

In periods of economic uncertainty and high inflation, [removed: among other conditions,] we have observed [added: that] adult tobacco consumers reduce consumption, purchase more discount brands and consider lower-priced tobacco products, [removed: including different categories] [added: increasing the market share] of [removed: tobacco products than those they traditionally purchase.][added: competitive discount products.]

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

[removed: Our] [added: For example, the inability of our] operating [removed: companies’ failure] [added: companies] to [removed: compete effectively in these environments could negatively impact profitability, market share (including as a result] [added: sufficiently increase the prices] of [added: their premium products to offset volume declines from consumers] down-trading to lower-priced competitive [removed: brands) and shipment volume, which] [added: brands or moving across tobacco categories] could have a material adverse effect on our business, results of operations, cash flows or financial position and our ability to achieve our Vision.

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

Furthermore, the [removed: sale] [added: proliferation] of [removed: illegal] [added: illicit] flavored disposable e-vapor products has negatively impacted the growth of [removed: other] [added: pod-based] e-vapor [removed: products.][added: products, including *NJOY*.]

PM USA [removed: 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 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, diversion of tobacco products intended for sale in one taxing jurisdiction within the 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 [removed: taxes,] [added: taxes] and imports of foreign lower-priced brands.

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

[removed: In the] [added: The impacts of this dynamic include declines in pod-based] e-vapor [removed: category, illegal flavored disposable] product [removed: usage has increased,] [added: volume] and [removed: such products comprise a significant portion of the e-vapor category, which has] increased [removed: the rate of] cross-category movement among adult cigarette smokers [removed: and] [added: that has] contributed to higher than expected domestic cigarette industry volume [removed: decline.][added: declines.]

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

Our failure to counter the impacts of [removed: illegal] [added: illicit] flavored disposable e-vapor products and the FDA’s failure to take [added: meaningful] 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 [removed: position.][added: position and our ability to achieve our Vision.]

These strategies include [removed: products in the] e-vapor, heated tobacco and oral nicotine pouch [removed: spaces.][added: products.]

If [added: the outcome of any legal proceedings or investigations involving NJOY prevent us from, or] we are [removed: not successful in] [added: otherwise unsuccessful in,] executing these strategies, there could be a material negative impact on our business and our ability to achieve our Vision.

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

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 [removed: conditions,] [added: conditions] negatively affecting our business and our plans with respect to the e-vapor category, the outcome of any [added: current or future] legal proceeding or investigation [removed: 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 [added: goodwill or] intangible assets, [removed: including trademarks and goodwill,] [added: or both,] due to impairment.

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

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

Reduced demand [added: for tobacco leaf] may result in the reduced supply and availability of domestic tobacco [added: and increased costs,] as growers divert resources to other crops or cease farming.

The unavailability or unacceptability of any one or more particular varieties of tobacco leaf or the unavailability of nicotine extract necessary to manufacture our operating companies’ products could [removed: restrict] [added: negatively impact] 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 [added: geopolitical and] macroeconomic conditions [removed: and geopolitical instability] (including [added: tariffs,] inflation, high interest rates, labor shortages, supply and demand [removed: imbalances, geopolitical instability] [added: imbalances] and 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, [removed: tobacco leaf and resins] [added: wood tips used in our cigar products] and aluminum used in our packaging).

[removed: 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.

A natural or man-made disaster, cybersecurity incident, global [removed: pandemic] [added: pandemic, labor disruption] or other disruption that affects the manufacturing operations of any of our 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.

We may be required to write down [added: goodwill and] intangible assets, including trademarks and [removed: goodwill,] [added: intellectual property,] due to impairment, which could have a material adverse effect on our results of operations or financial position.

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

If [removed: an] [added: any] impairment is determined to exist, we will incur impairment [removed: losses,] [added: charges,] which could have a material adverse effect on our results of operations or financial position.

We may be unable to attract and retain a highly skilled [removed: and diverse] workforce due to the decreasing social acceptance of tobacco usage, tobacco control actions and other factors, which could have a material adverse effect on our business and our ability to achieve our Vision.

Our ability to implement our strategy of attracting and retaining a highly skilled [removed: and diverse] workforce may be impaired by the decreasing social acceptance of tobacco usage, tobacco regulation and control actions and other factors.

[removed: The tobacco industry competes] [added: We compete] for talent with the consumer products industry and other companies that may enjoy greater societal acceptance and fewer long-term challenges.

[removed: Failure] [added: As a result, we may be unable] to attract and retain highly [removed: skilled and diverse talent] [added: qualified talent, which] could have a material adverse effect on our business 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, [added: environmental matters,] claims alleging violations of the Racketeer Influenced and Corrupt Organizations Act (“RICO”), claims for contribution and claims of competitors, shareholders and distributors.

In a patent lawsuit adjudicated before the [removed: U.S. International Trade Commission (“ITC”),] [added: 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.

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

In a separate patent lawsuit brought by [removed: JUUL currently pending before the ITC,] [added: JUUL,] the ITC [removed: could impose] [added: imposed] similar restrictions on *NJOY ACE*.

[removed: Any] [added: If the] ban on the importation [removed: or] [added: into the United States and the] sale [added: and marketing] of *NJOY ACE* [added: becomes effective, it] could have a [removed: negative impact] [added: material adverse effect] on our business, our valuation of NJOY’s assets and our plans with respect to the e-vapor category.

In addition, the FDA could, for a variety of reasons, determine that innovative products on the market but pending FDA review of the associated PMTA (such as *on!* oral nicotine pouches), or those that have previously received [removed: authorization, including with a claim of reduced exposure,] [added: authorization] are not appropriate for the public health, and the FDA could require such products be taken off the market.

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

A protracted FDA review of [removed: a PMTA with respect to] [added: one of] our [removed: product] [added: operating companies’ PMTAs] 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.

In addition to the outcomes discussed above, actions and inaction by the FDA and other federal, state or local governments or agencies 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) limit adult tobacco consumer choices, (iii) restrict communications to adult tobacco consumers, (iv) restrict the ability to differentiate tobacco products, (v) impose additional manufacturing, labeling or [removed: packing] [added: packaging] requirements, (vi) interrupt manufacturing or otherwise significantly increase the cost of doing business, (vii) result in increased illicit trade in tobacco products, (viii) restrict or prevent the use of specified tobacco products in certain locations or the sale of tobacco [added: products by certain retail establishments, (ix) require the recall of tobacco products due to a determination relating to product contamination or (x) otherwise require the removal of tobacco products from the marketplace (for example, due to a determination that one or more tobacco products fail to satisfy the statutory requirements for substantial equivalence, must proceed through the pre-market review process or must be removed from the marketplace for the protection of public health).]

[removed: The increased concern over climate change and other sustainability matters is likely to result in new] [added: New] or additional [removed: legal and regulatory] requirements [removed: intended to reduce or mitigate environmental issues and] may relate to, among other things, greenhouse gas emissions, alternative energy policy, single-use plastics and additional disclosure obligations with respect to [removed: climate change and environmental sustainability matters.]

In addition, as adult tobacco consumer preferences evolve, consumers are increasingly moving across tobacco categories, including selecting different categories of tobacco products than those they traditionally purchase and purchasing illicit flavored e-vapor products.

The primary impacts of these conditions include higher than expected domestic cigarette industry volume declines and declines in pod-based product volume within the e-vapor category, which have negatively impacted our business.

If our operating companies are unable to take actions to mitigate the effects of inflationary pressures and other factors that contribute to their products’ industry volume decline rates, it could negatively impact our business, results of operations, cash flows or financial position.

Our operating companies’ failure to compete effectively in these environments could negatively impact their profitability, market share and shipment volume.

These reductions have negatively impacted our business.

The competitive environments in which our operating companies compete and our operating companies’ competitive positions can be significantly influenced by the price differentials between premium and discount brands.

For example, we have plans to commercialize next generation *on!* and NJOY products once regulatory authorizations are received.

For example, in January 2025, in a patent lawsuit adjudicated before the U.S. International Trade Commission (“ITC”), the ITC imposed bans on the importation of *NJOY ACE* into the United States and the sale and marketing of *NJOY ACE* products previously imported into the United States.

The ITC’s decision to impose these restrictions is currently under a 60-day review by the Office of the U.S. Trade Representative, which could approve or

reject the ITC’s decision.

If the Office of the U.S. Trade Representative does not reject the ITC’s decision, the restrictions will take effect on March 31, 2025 or earlier if the Trade Representative notifies the ITC of approval before the 60 days elapse.

For example, a protracted FDA review of one of our operating companies’ PMTAs 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.

Our inability to successfully counter the effects of illicit trade in tobacco products, including e-vapor products, could have a material adverse effect on our business, results of operations, cash flows or financial position and our ability to achieve our Vision.

Illicit trade in tobacco products has had, and could continue to have, an adverse impact on our business, including the sales volumes and market shares of our operating companies’ innovative and smoke-free products and traditional tobacco products.

Illicit trade can take many forms, including the sale of counterfeit tobacco products; the sale of tobacco products that do not comply with the FSPTCA and FDA regulations; the sale of tobacco products in the United States that are intended for sale outside the country; the sale of untaxed tobacco products over the Internet and by other means designed to avoid the collection of applicable taxes; and the diversion into one taxing jurisdiction of tobacco products intended for sale in another jurisdiction.

Counterfeit versions of our operating companies’ products can negatively affect adult tobacco consumer experiences with and opinions of those brands as well as other stakeholders’ perceptions and opinions of our companies and brands.

Illicit trade in tobacco products also harms law-abiding wholesalers and retailers by depriving them of lawful sales and undermines the significant investment we have made in legitimate distribution channels.

Moreover, illicit trade in tobacco products results in federal, state and local governments losing tax revenues.

Losses in tax revenues can cause such governments to take various actions, including increasing excise taxes, imposing legislative or regulatory requirements, or asserting claims against manufacturers of tobacco products or members of the trade channels through which such tobacco products are legally distributed and sold, each of which could have an adverse effect on our business, results of operations, cash flows or financial position.

In the e-vapor category, illicit flavored disposable product usage has significantly increased, and such products now comprise the majority of the e-vapor category.

Recent enforcement actions by regulatory agencies have not had a material impact in curbing the proliferation and sale of illicit disposable e-vapor products.

This dynamic has made the operating environment challenging for our businesses.

We have increased engagement with the FDA and other government agencies to encourage enforcement action against these illicit products, but such enforcement has been inadequate to date.

that does not achieve anticipated sales levels and profitability.

For example, in January 2025, in a patent lawsuit adjudicated before the ITC, the ITC imposed a ban on the importation of *NJOY ACE* into the United States and the sale and marketing of *NJOY ACE* products previously imported into the United States.

If the ban on the importation into the United States and the sale and marketing of *NJOY ACE* becomes effective, it could have a material adverse effect on our ability to realize the anticipated benefits of the NJOY Transaction.

Macroeconomic factors, such as tariffs, may exacerbate reductions in demand for tobacco leaf by increasing the cost of purchasing tobacco leaf from a supplier in another country.

As consumer demand increases for innovative smoke-free products and decreases for combustible and MST products, the volume of raw materials, ingredients and component parts required for the production of these products has decreased.

Reduced demand for raw materials, ingredients and component parts may reduce supply and availability and increase the cost of raw materials, ingredients and component parts as suppliers divert resources to other products or cease producing these products.

If we are unable to identify alternate sources of raw materials, ingredients and component parts for our operating companies’ products, we could be exposed to supply risk.

Additional taxes and limitations on the use of certain

For example, we recorded an impairment on the value of the *Skoal* trademark in the second quarter of 2024.

The impairment was the result of the decrease in the fair value of the *Skoal* trademark caused by decreases in the size of the MST products category, which were due, in part, to the growth of nicotine pouch volumes.

We continue to monitor several factors that impact the fair value of the *Skoa*l trademark.

For example, if *Skoal’s* actual revenue and income or long-term outlook are significantly different from forecasted performance used to estimate the fair value or if the discount rate used to estimate the fair value increases, we could have an additional non-cash impairment on the carrying value of the *Skoal* trademark in future periods.

We monitor several factors that could impact the carrying value of our e-vapor reporting unit’s goodwill and related definite-lived intangible assets.

Increasing sales of illicit flavored disposable e-vapor products and the lack of meaningful enforcement against these products have negatively impacted the volume growth of NJOY’s pod-based e-vapor products.

Additionally, in January 2025, in a patent lawsuit adjudicated before the ITC, the ITC imposed bans on the importation of *NJOY ACE* into the United States and the sale and marketing of *NJOY ACE* products previously imported into the United States.

If the bans on the importation into the United States and the sale and marketing of *NJOY ACE* become effective or continued illicit e-vapor product sales or other factors result in a significantly unfavorable long-term outlook for NJOY’s volume growth rates versus our projections used to estimate the fair value, either development could result in a non-cash impairment of our e-vapor reporting unit’s goodwill or related definite-lived intangible assets, or both, in future periods.

Our Optimize & Accelerate initiative may expose us to increased risks relating to business continuity and our internal control over financial reporting and audit procedures, among others, which could have a material adverse impact on our business, cash flows, financial position or results of operations.

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

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.

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.

As a result, we may be unable to attract and retain highly skilled and diverse talent.

In addition, our ability to retain a highly skilled and diverse workforce may be adversely affected by competition for highly skilled and diverse workers.

products by certain retail establishments, (ix) require the recall of tobacco products due to a determination relating to product contamination or (x) otherwise require the removal of tobacco products from the marketplace (for example, due to a determination that one or more tobacco products fail to satisfy the statutory requirements for substantial equivalence, must proceed through the pre-market review process or must be removed from the marketplace for the protection of public health).

We may be unable to attract investors due to increasing investor expectations of our performance relating to corporate responsibility factors.

over time, particularly as additional jurisdictions adopt similar regulations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) in our [removed: 2022] [added: 2023] 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: 2022] [added: 2023] compared to the year ended December 31, [removed: 2021,] [added: 2022,] which we filed with the SEC on February 27, [removed: 2023] [added: 2024] and is incorporated by reference into this Form 10-K.

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

[removed: *Corporate*][added: ▪*Corporate*]

[removed: ▪Deliver] [added: *▪*Deliver] a mid-single digits adjusted diluted EPS compounded annual growth rate in 2028 from a $4.84 base in [removed: 2022;][added: 2022 (for our progress through 2024, see *Consolidated Results of Operations*);]

[removed: ▪A] [added: *▪*A] progressive dividend goal targeting mid-single digits dividend per share growth annually through 2028;

[removed: ▪Target] [added: *▪*Target] a debt-to-Consolidated EBITDA ratio of approximately [removed: 2.0x;][added: 2.0x (see *Liquidity and Capital Resources*);]

[removed: ▪Maintain] [added: *▪*Maintain] our leadership position in the U.S. tobacco space; and

[removed: ▪Maintain] [added: *▪*Maintain] a total adjusted OCI margin of at least 60% in each year through 2028 [removed: while investing behind innovative smoke-free products.][added: (see *Operating Results by Business Segment*).]

[removed: *U.S.] [added: ▪*U.S.] Smoke-Free Portfolio*

[removed: ▪Grow] [added: *▪*Grow] U.S. smoke-free volumes by at least 35% from our 2022 base of 800 million units by [removed: 2028;] [added: 2028 (see *Operating Results by Business Segment*);] and

[removed: ▪Approximately] [added: *▪*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 [removed: products.][added: products (see *Operating Results by Business Segment*).]

[removed: *Long-Term] [added: ▪*Long-Term] Growth*

[removed: ▪Compete] [added: *▪*Compete] internationally in the top innovative oral tobacco markets and develop a pathway to participate in heated tobacco and e-vapor markets; and

[removed: ▪Enter] [added: *▪*Enter] non-nicotine categories with broad commercial distribution of at least five products by 2028.

In smoke-free products, we own USSTC, the leading global MST manufacturer, Helix, a leading manufacturer of oral nicotine [removed: pouches] [added: pouches,] and NJOY, [removed: currently the only] [added: an] e-vapor manufacturer with [removed: market authorizations] [added: a commercialized product portfolio fully covered by MGOs] from the [removed: FDA for a pod-based e-vapor product.][added: FDA.]

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

For further [removed: details,] [added: discussion,] see Note [removed: 3.][added: 6.]

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

In addition, we are aware of and [removed: address, in this section and other MD&A sections,] [added: address] certain trends and developments that could, individually or in the aggregate, have a material impact on our [removed: business,] [added: businesses,] including the value of our investments in equity securities, in the future.

We focus in this *Trends and Developments* section on the [removed: cumulative effects of inflation, geopolitical events, recent regulatory actions, supply chain disruptions and illegal] [added: discretionary income pressures on adult tobacco consumers, illicit] flavored disposable e-vapor products and [added: recent regulatory and executive actions and] their effects or potential effects on our [removed: business, including impacts on adult tobacco consumers and their purchasing behaviors.][added: businesses.]

[removed: During 2023, cigarette] [added: These pressures influenced the discount segment] retail share [removed: for] [added: growth within] the [added: cigarette] industry [removed: discount segment increased] year-over-year.

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

We expect discretionary income pressures [removed: to] [added: will] continue to influence adult tobacco consumers’ purchase behaviors in [removed: 2024.][added: 2025.]

Tobacco companies are subject to broad and evolving regulatory and legislative frameworks that could have a material impact on our [removed: business.][added: businesses.]

We will continue to monitor these conditions and other factors as they could affect our equity [removed: earnings] [added: earnings, our other comprehensive earnings/losses] and [added: the] dividends that we receive from [removed: ABI] [added: ABI,] and the fair value of our investment in ABI.

See Note [removed: 7] [added: 8] for additional information on our [removed: investments] [added: investment] in [removed: equity securities.][added: ABI.]

As the trends and developments [removed: discussed above] evolve and new ones emerge, we will continue to evaluate the potential impacts on our [removed: business,] [added: businesses,] investments and Vision.

The changes in net earnings and diluted EPS for the year ended December 31, [removed: 2023,] [added: 2024,] from the year ended December 31, [removed: 2022,] [added: 2023,] were due primarily to the following:

| [removed: For] [added: | | | For] the [removed: year ended] [added: Year Ended] December 31, [removed: 2022] [added: 2024] | | | [removed: $] | [removed: 5,764] | | | | | [removed: $] | [removed: 3.19] | |

| [removed: 2022] NPM Adjustment Items | | | [removed: (51)] | | | [added: (0.01)] | | | [added: | | |] (0.03) | | | [added: | | | | | |]

| [removed: 2022] Acquisition, disposition and integration-related items | | | [removed: 9] | | | [added: (1.08)] | | | [added: | | |] — | | | [added: | | | | | |]

| [removed: 2022] Tobacco and health and certain other litigation items | | | [removed: 98] | | | [added: 0.04] | | | [added: | | |] 0.05 | | | [added: | | | | | |]

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

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

| [removed: 2022] Cronos-related special items | | | [removed: 186] | | | [added: 0.01] | | | [added: | | |] 0.10 | | | [added: | | | | | |]

| [removed: 2022] Income tax items | | | [removed: (729)] | | | [added: (0.56)] | | | [added: | | |] (0.40) | | | [added: | | | | | |]

| 2023 NPM Adjustment Items | | | [removed: 38] [added: (38)] | | | | | | [removed: 0.02] [added: (0.02)] | | |

| 2023 Acquisition, disposition and integration-related items | | | [removed: (26)] [added: 26] | | | | | | [removed: (0.01)] [added: 0.01] | | |

| 2023 Tobacco and health and certain other litigation items | | | [removed: (323)] [added: 323] | | | | | | [removed: (0.18)] [added: 0.18] | | |

| 2023 Loss on disposition of JUUL equity securities | | | [removed: (250)] [added: 250] | | | | | | [removed: (0.14)] [added: 0.14] | | |

[T](#i2c689391ff9c4336995f9f220a67d6e5_10)[able](#i2c689391ff9c4336995f9f220a67d6e5_10) [of](#i2c689391ff9c4336995f9f220a67d6e5_10) [Contents](#i2c689391ff9c4336995f9f220a67d6e5_10)

*Vision and 2028 Goals*

We are reassessing our U.S. smoke-free goals due to the continued proliferation of illicit flavored disposable e-vapor products resulting from insufficient enforcement action against manufacturers, distributors and retailers of these products.

We anticipate providing updated U.S. smoke-free goals when we have more clarity on how the legitimate e-vapor market may evolve.

For additional information on the e-vapor category, see *Operating Results by Business Segment - Business Environment.*

*Optimize & Accelerate* *Initiative*

In October 2024, we announced a multi-phase Initiative designed to modernize our ways of working as we work towards achieving our Vision and 2028 Goals.

Through the Initiative, we plan to increase our organization’s speed, efficiency and effectiveness by centralizing work, outsourcing certain transactional tasks and streamlining, automating and standardizing processes.

We expect the design and detailed plans for all phases of the Initiative to be substantially complete in early 2026.

As part of the Initiative, we established an ABS organization within ALCS.

This organization will be responsible for driving efficiency and process improvement across our companies in partnership with external service providers.

We expect the initial phases of the Initiative will deliver at least $600 million in cumulative cost savings over the next five years, which we plan to reinvest in our businesses in support of our Vision and 2028 Goals.

The cumulative cost savings exclude our estimated total pre-tax charges for the Initiative’s initial phases of approximately $100 million to $125 million, which we will treat as special items and exclude from our adjusted diluted EPS.

U.S. adult tobacco consumers remained under pressure throughout 2024 largely due to the compounding effects of high prices exceeding overall wage growth and historically high levels of consumer credit and credit card delinquency rates.

Although inflation rates stabilized in 2024, increased prices continued to pressure adult tobacco consumers.

Product assortment, regulation and enforcement continue to evolve in the e-vapor category.

For the 12 months ended December 31, 2024, we estimate the e-vapor category grew by approximately 30% versus the prior 12-month period, driven by the growth of illicit

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flavored disposable e-vapor products.

We estimate that illicit products now represent more than 60% of the e-vapor category.

In response to the proliferation of illicit disposable e-vapor products, states and the federal government took various regulatory and enforcement actions throughout the year in 2024, but these actions have failed to curb this trend.

Select states have established e-vapor product registries based on PMTA submissions or MGOs.

Additionally, we continue to see increased illicit activity across multiple tobacco categories, including nicotine pouch products and cigarettes.

For example, the FDA submitted proposed product standards banning menthol in cigarettes, which was delayed indefinitely in April 2024, and banning all characterizing flavors in cigars, both of which were withdrawn in January 2025.

In addition, in January 2025, the FDA proposed a tobacco product standard that would establish a maximum nicotine level in cigarettes and certain other combustible tobacco products significantly lower than the average concentration in these products on the market today with the aim of making such products minimally or non-addictive.

The proposed rule is subject to the Trump Administration’s January 2025 executive order pausing all federal agency rulemaking for 60 days.

Following the 60-day pause, the proposed product standard, if not withdrawn, may proceed through the rulemaking process, including the solicitation of public comment.

ABI’s business is exposed to foreign exchange rate fluctuations, inflation, commodity price movements and other macroeconomic factors that could impact financial performance from time to time.

While the growth of illicit flavored disposable e-vapor products has caused us to reassess certain of our 2028 Goals, we do not believe the trends and developments discussed above have materially impacted our ability to achieve our Vision.

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| 2024 NPM Adjustment Items | | | 20 | | | | | | 0.01 | | |

| 2024 Asset impairment, exit and implementation costs | | | (315) | | | | | | (0.18) | | |

| 2024 Tobacco and health and certain other litigation items | | | (76) | | | | | | (0.04) | | |

| 2024 ABI-related special items | | | (2) | | | | | | — | | |

| 2024 Income tax items | | | 969 | | | | | | 0.56 | | |

| Subtotal 2024 special items | | | 2,443 | | | | | | 1.42 | | |

| Operations | | | (48) | | | | | | (0.03) | | |

| 2024 Reported Net Earnings | | | $ | 11,264 | | | | | $ | 6.54 | |

| % Change | | | 38.5 | | % | | | | 43.1 | | % |

| % Change | | | — | | % | | | | 3.4 | | % |

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

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.

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.

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.

We continue to monitor the evolving macroeconomic and geopolitical landscapes.

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.

Inflation also has a direct and adverse impact on our direct and indirect costs.

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.

For example, the FDA has submitted for final review proposed product standards regarding menthol in cigarettes and characterizing flavors in cigars, 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.

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

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

Volatility in domestic and global economies and disruptions in the supply and distribution chains are expected to continue in 2024, resulting from several factors, including supply and demand imbalances across many 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 contracts and prudent oversight of our liquidity.

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

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

| Subtotal 2022 special items | | | 2,978 | | | | | | 1.65 | | |

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

| 2022 Reported Net Earnings | | | $ | 5,764 | | | | | $ | 3.19 | |

| % Change | | | 41.0 | | % | | | | 43.3 | | % |

| % Change | | | 0.9 | | % | | | | 2.3 | | % |

▪higher OCI; and

partially offset by:

▪lower net periodic benefit income; and

▪higher amortization of intangible assets (due primarily to the NJOY Transaction).

These analyses are affected by general economic conditions and projected growth rates.

based on fair value.

| E-vapor | | | 1,614 | | | | | | — | | |

| Total | | | $ | 6,791 | | | | | $ | 11,443 | |

▪no impairment charges were recorded;

▪as a result of the recent acquisition of NJOY, the fair value of the e-vapor reporting unit approximates its carrying value.

However, we performed a qualitative impairment assessment and concluded that it was more likely than not that the fair value of the e-vapor reporting unit exceeded its carrying value.

We used an income approach to estimate the fair values of our reporting units and indefinite-lived intangible assets.

free rate for the use of those funds, the expected rate of inflation and the risks associated with realizing expected future cash flows.

The weighted-average discount rate used in performing the valuations was 10.7%.

▪Contingencies: As discussed in Note 19 and Item 3.

result from an unfavorable outcome in any pending case; and (iii) accordingly, management has not provided any amounts in our consolidated financial statements for unfavorable outcomes, if any.

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

| (in billions) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Fair value | | | | | | $ | [removed: 24.4] [added: 22.7] | | | | | $ | [removed: 22.9] [added: 24.4] | |

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

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

The applicable percentage for borrowings under our Credit Agreement at December 31, [removed: 2023] [added: 2024] was 1.0% based on our long-term senior unsecured debt ratings on that date.

At December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we had no borrowings under our Credit [removed: Agreement or prior credit agreement, respectively.][added: Agreement.]

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

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 [removed: 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 [removed: products] (“MST”) [removed: and snus] products; Helix Innovations LLC (“Helix”), which operates in the United [removed: States and Canada, and Helix Innovations GmbH] [added: States,] and its [added: foreign] affiliates (“Helix [removed: ROW”),] [added: International”),] which operate [removed: internationally] in [removed: the rest-of-world,] [added: certain other countries,] are engaged in the manufacture and sale of oral nicotine 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 [removed: Company,] [added: Company (“AGDC”),] which provides sales and distribution services to our domestic operating [removed: companies;] [added: companies,] and Altria Client Services LLC (“ALCS”), which provides various support services to our companies in areas such as legal, regulatory, research and product development, consumer engagement, finance, human resources and external affairs.

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

[removed: PM USA holds] [added: We own] a 75% economic interest in Horizon with JTIUH [removed: having] [added: owning] a 25% economic interest.

At December 31, [removed: 2023,] [added: 2024,] our reportable segments were smokeable products and oral tobacco products.

For further information, see Note [removed: 16.][added: 17.]

(“Note [removed: 16”).][added: 17”).]

*Investments in Equity Securities* to our consolidated financial statements in Item 8 (“Note [removed: 7”).][added: 8”) and Note 12.]

Our operating companies include PM USA, [removed: USSTC,] Middleton, [added: USSTC,] Helix and NJOY.

The products of our operating companies include: (i) smokeable tobacco products, consisting of combustible cigarettes manufactured and sold by PM USA and machine-made large cigars [removed: and pipe tobacco] manufactured and sold by Middleton; (ii) oral tobacco products, consisting of MST [removed: and snus] products manufactured and sold by USSTC and oral nicotine pouches manufactured and sold by Helix; and (iii) e-vapor products [removed: contract] manufactured [removed: by third-parties] and sold by NJOY.

*Marlboro*, the principal cigarette brand of PM USA, has been the largest-selling cigarette brand [removed: in the United States for over 45 years.]

Total smokeable products segment’s cigarettes shipment volume in the United States was [removed: 76.3] [added: 68.6] billion units in [removed: 2023,] [added: 2024,] a decrease of [removed: 9.9%] [added: 10.2%] from [removed: 2022.][added: 2023.]

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

Total smokeable products segment’s cigars shipment volume was approximately 1.8 billion units in [removed: 2023, an increase] [added: 2024, a decrease] of [removed: 2.8%] [added: 1.5%] from [removed: 2022.][added: 2023.]

Total oral tobacco products segment’s shipment volume was [removed: 782.9] [added: 774.7] million units in [removed: 2023,] [added: 2024,] a decrease of [removed: 2.2%] [added: 1.0%] from [removed: 2022.][added: 2023.]

[removed: In October 2022,] [added: On April 30, 2024,] we [removed: agreed to assign to Philip Morris International Inc. (“PMI”)] [added: assigned the] exclusive U.S. commercialization rights to the *IQOS Tobacco Heating System* (“*IQOS* System”) [removed: effective April 30, 2024.][added: to Philip Morris International Inc. (“PMI”) pursuant to the terms of a purchase agreement entered into with PMI in October 2022.]

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

▪Customers: For a discussion of our largest customers, including their percentages of our consolidated net revenues for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] see Note [removed: 16.][added: 17.]

Directors, Executive Officers and Corporate Governance - *Information about Our Executive Officers as of February [removed: 15, 2024*] [added: 14, 2025*] of this Form 10-K.

This is why we dedicate resources to promoting a vibrant, inclusive workplace; attracting, developing, retaining and deploying [removed: talented,] [added: talented employees to build a high-performing and] diverse [removed: employees;] [added: talent pipeline;] promoting a culture of compliance and integrity; creating a safe workplace; and rewarding and recognizing employees for both the results they deliver and, importantly, how they deliver them.

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

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

We recognize the critical importance of [removed: ID&E in] [added: these efforts toward] pursuing our Vision and believe in the value of a workforce composed of a broad [added: and diverse] spectrum of [removed: backgrounds] [added: backgrounds, skills, experiences] and cultures.

[removed: ▪Be] [added: Additionally, we are dedicated to being] an inclusive place to work for all employees, regardless of [removed: level, demographic group] [added: personal background] or work function.

Based on the most recent annual analysis we conducted in [removed: November 2023,] [added: 2024,] for employees performing the same or similar duties regardless of any differentiating factors, such as performance and tenure, salaries of our female employees were [removed: 97.8%] [added: 98.2%] of those of our male employees, and salaries of our employees of color were [removed: 98.1%] [added: 98.2%] of those of our white employees.

If we adjust for differentiating factors that legitimately influence pay, salaries of our female employees were [removed: 99.6%] [added: 99.8%] of those of our male employees, and salaries of our employees of color were 99.9% of those of our white employees.

Our benefits also include physical, emotional and financial wellness programs and family creation assistance benefits, such as reimbursement of surrogacy, adoption assistance and [removed: fertility] [added: doula] expenses.

Our salaried entry-level recruitment efforts focus on [removed: recruiting] [added: building] relationships with [removed: universities,] [added: university students,] internship opportunities and partnerships with organizations that support [removed: diverse] [added: a broad range of] students.

In addition, in [removed: 2023,] [added: 2024,] these quarterly employee surveys sought feedback on topics such as workplace flexibility, workload, inclusion, [added: equal opportunity,] development opportunities, management support, compliance and understanding of business strategy.

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

Our Occupational Safety and Health Administration recordable injury rate for [removed: 2023] [added: 2024] was [removed: 1.2%] [added: 1.8%] (versus [removed: 1.3%] [added: 1.2%] for [removed: 2022)] [added: 2023)] and remains below the benchmark for companies in the U.S. Beverage and Tobacco Product Manufacturing industry classification.

At December 31, [removed: 2023,] [added: 2024,] we employed approximately [removed: 6,400] [added: 6,200] people.

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

For example, in our domestic tobacco supply chain, in [removed: 2023,] [added: 2024,] all of our domestic tobacco growers participated in the Good Agricultural Practices Certification Program to assess growers’ compliance with practices related to labor management and all of our tobacco suppliers participated in the tobacco industry’s Sustainable Tobacco Program, which includes standards related to human and labor rights.

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

In addition, as of December 31, [removed: 2023,] [added: 2024,] the portfolio of United States patents owned by our businesses, as a whole, was material to us and our businesses.

However, no one patent or group of related patents was material to our businesses as of December 31, [removed: 2023.][added: 2024.]

We and our subsidiaries (and former subsidiaries) are also subject to various federal, state and local laws and regulations concerning the discharge of materials into the environment, or otherwise related to environmental protection, including, in the United States: the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act and the Comprehensive Environmental Response, Compensation and Liability Act (commonly known as “Superfund”), which can impose joint and several liability on each responsible [removed: party.]

[removed: Our subsidiaries (and] [added: Altria and our] former [removed: subsidiaries)] [added: subsidiaries] are involved in several matters subjecting them to potential costs of remediation and natural resource damages under Superfund or other laws and regulations.

In the opinion of [added: our] management, however, compliance with environmental laws and regulations, including the payment of any remediation costs or damages and related expenditures, has not had, and is not expected to have, a material adverse effect on our business, results of operations, capital expenditures, financial position or cash flows.

On June 1, 2023, we completed our acquisition of NJOY Holdings, Inc. (“NJOY Holdings”), the parent of NJOY (“NJOY Transaction”).

Our all other category included (i) NJOY (beginning June 1, 2023); (ii) Horizon; (iii) Helix International; and (iv) other business activities, all of which consists of research and development expense related to certain new product platforms and technologies.

In March 2024, we sold a portion of our investment in ABI (“ABI Transaction”).

We used the proceeds from the sale to fund the repurchase of our common stock through accelerated share repurchase (“ASR”) transactions.

For further information on our current and former investments, the ABI Transaction and the ASR transactions, see Note 8.

*Capital Stock* to our consolidated financial statements in Item 8 (“Note 12”), respectively.

in the United States for 50 years.

NJOY’s commercialized product portfolio of tobacco and menthol e-vapor products is fully covered by marketing granted orders (“MGO”) from the U.S. Food and Drug Administration (“FDA”).

As of February 26, 2025, there are no products in the U.S. marketplace from the joint venture.

“Supporting our People and our Communities” is one of our Responsibility Focus Areas, which includes two goals related to developing a high-performing and diverse talent pipeline: (i) enhance the diversity of our organization and leadership teams while building an inclusive and equitable culture; and (ii) build employee capability and well-being to succeed in uncertain and rapidly changing environments.

We are focused on identifying the most qualified talent and investing in leader and employee development to build a diverse talent pipeline prepared and willing to lead at every level.

We also monitor our progress toward building a diverse organization through various metrics, including comparisons to external benchmarks, and report workforce data annually.

*Work Modernization*

As part of our multi-phase *Optimize & Accelerate* initiative (“Initiative”), we plan to increase our organization’s speed, efficiency and effectiveness by centralizing work, outsourcing certain transactional tasks and streamlining, automating and standardizing processes.

Our Accelerated Business Solutions (“ABS”) organization will be responsible for driving efficiency and process improvement across our companies in partnership with external service providers.

We are implementing organizational design changes to support our enhanced business processes.

In addition, we are supporting the workforce with change management plans at the enterprise and function levels.

For additional information, see *Our Business* in Item 7.

party.

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.

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

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

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

Michelle Wine Estates Ltd. (“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 (“Ste.

Michelle Transaction”).

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.

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

Prior to the Ste.

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

Michelle was a reportable segment.

For further discussion of our investments, see Note 7.

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.

*Inclusion, Diversity and Equity*

In 2020, we established the following aspirational Inclusion & Diversity Aiming Points to help guide our efforts:

▪Have equal numbers of men and women among our vice president and director-level employees.

▪Increase our vice president and director-level employees who are Asian, Black, Hispanic or two or more races to at least 30%.

▪Increase our vice president and director-level employees who are LGBTQ+, a person with a disability or a veteran.

▪Have diverse leadership teams that reflect the organizations they lead.

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

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.

We design our compensation program to deliver total compensation at levels between the 50th and 75th percentiles of compensation paid to employees in comparable positions at our peer companies.

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

As discussed in Note 2.

*Summary of Significant Accounting Policies* to our consolidated financial statements in Item 8 (“Note 2”), we provide for expenses associated with environmental remediation obligations on an undiscounted basis when such amounts are probable and can be reasonably estimated.

Such accruals are adjusted as new information develops or circumstances change.

Other than those amounts, it is not possible to reasonably estimate the cost of any environmental remediation and compliance efforts that our subsidiaries may undertake in the future.

The information required by this Item is included in Note [removed: 19.][added: 20.]

*Contingencies* to our consolidated financial statements in Item 8 (“Note [removed: 19”)] [added: 20”)] and Exhibits 99.1 and 99.2 to this Form 10-K.

Altria’s consolidated financial statements and accompanying notes for the year ended December 31, [removed: 2023] [added: 2024] were filed on Form 8-K on [removed: February 1, 2024] [added: January 30, 2025] (such consolidated financial statements and accompanying notes are also included in Item 8).

▪E-vapor Product Litigation

In February 2025, we filed a motion for reconsideration of the ITC’s determination finding that *NJOY ACE* infringes the four patents plaintiff asserted, asking the ITC to reverse its determination that *NJOY ACE* infringes one of the four patents that the ITC determined *NJOY ACE* infringes.

▪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.

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

▪Health Care Cost Recovery Litigation

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.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 [removed: days þ Yes ¨ No][added: days.]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such [removed: files) þ Yes ¨ No][added: files).]

[removed: ☐Yes] þ [added: Yes ¨] No

As of June [removed: 30, 2023,] [added: 28, 2024,] the [added: last business day of the registrant’s most recently completed second fiscal quarter, the] aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $80] [added: $78] billion based on the closing sale price of the common stock as reported on the New York Stock Exchange.

| Class | | | Outstanding at February [removed: 15, 2024] [added: 14, 2025] | | | | | |

| Common Stock, $0.33 1/3 par value | | | [removed: 1,763,461,775] [added: 1,690,661,641] | | | 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: 16, 2024,] [added: 15, 2025,] to be filed with the U.S. Securities and Exchange Commission on or about April [removed: 4, 2024,] [added: 3, 2025,] are incorporated by reference into Part III hereof. | | |

| Item 1. | | | [removed: [Business](#i2d2946aad8bc492ea42b7c160839baaf_16)] [added: [Business](#i2c689391ff9c4336995f9f220a67d6e5_16)] | | | [removed: [1](#i2d2946aad8bc492ea42b7c160839baaf_16)] [added: [1](#i2c689391ff9c4336995f9f220a67d6e5_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i2d2946aad8bc492ea42b7c160839baaf_19)] [added: Factors](#i2c689391ff9c4336995f9f220a67d6e5_19)] | | | [removed: [5](#i2d2946aad8bc492ea42b7c160839baaf_19)] [added: [5](#i2c689391ff9c4336995f9f220a67d6e5_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i2d2946aad8bc492ea42b7c160839baaf_22)] [added: Comments](#i2c689391ff9c4336995f9f220a67d6e5_22)] | | | [removed: [13](#i2d2946aad8bc492ea42b7c160839baaf_22)] [added: [15](#i2c689391ff9c4336995f9f220a67d6e5_22)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i2d2946aad8bc492ea42b7c160839baaf_2239)] [added: [Cybersecurity](#i2c689391ff9c4336995f9f220a67d6e5_25)] | | | [removed: [13](#i2d2946aad8bc492ea42b7c160839baaf_2239)] [added: [15](#i2c689391ff9c4336995f9f220a67d6e5_25)] | | |

| Item 2. | | | [removed: [Properties](#i2d2946aad8bc492ea42b7c160839baaf_25)] [added: [Properties](#i2c689391ff9c4336995f9f220a67d6e5_28)] | | | [removed: [15](#i2d2946aad8bc492ea42b7c160839baaf_25)] [added: [17](#i2c689391ff9c4336995f9f220a67d6e5_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i2d2946aad8bc492ea42b7c160839baaf_28)] [added: Proceedings](#i2c689391ff9c4336995f9f220a67d6e5_31)] | | | [removed: [16](#i2d2946aad8bc492ea42b7c160839baaf_28)] [added: [17](#i2c689391ff9c4336995f9f220a67d6e5_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i2d2946aad8bc492ea42b7c160839baaf_31)] [added: Disclosures](#i2c689391ff9c4336995f9f220a67d6e5_34)] | | | [removed: [16](#i2d2946aad8bc492ea42b7c160839baaf_31)] [added: [17](#i2c689391ff9c4336995f9f220a67d6e5_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i2d2946aad8bc492ea42b7c160839baaf_37)] [added: Securities](#i2c689391ff9c4336995f9f220a67d6e5_40)] | | | [removed: [17](#i2d2946aad8bc492ea42b7c160839baaf_37)] [added: [18](#i2c689391ff9c4336995f9f220a67d6e5_40)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#i2d2946aad8bc492ea42b7c160839baaf_40)] [added: [\[Reserved\]](#i2c689391ff9c4336995f9f220a67d6e5_43)] | | | [removed: [18](#i2d2946aad8bc492ea42b7c160839baaf_40)] [added: [19](#i2c689391ff9c4336995f9f220a67d6e5_43)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i2d2946aad8bc492ea42b7c160839baaf_46)] [added: Operations](#i2c689391ff9c4336995f9f220a67d6e5_46)] | | | [removed: [18](#i2d2946aad8bc492ea42b7c160839baaf_46)] [added: [19](#i2c689391ff9c4336995f9f220a67d6e5_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i2d2946aad8bc492ea42b7c160839baaf_73)] [added: Risk](#i2c689391ff9c4336995f9f220a67d6e5_91)] | | | [removed: [49](#i2d2946aad8bc492ea42b7c160839baaf_73)] [added: [51](#i2c689391ff9c4336995f9f220a67d6e5_91)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i2d2946aad8bc492ea42b7c160839baaf_76)] [added: Data](#i2c689391ff9c4336995f9f220a67d6e5_94)] | | | [removed: [50](#i2d2946aad8bc492ea42b7c160839baaf_76)] [added: [52](#i2c689391ff9c4336995f9f220a67d6e5_94)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i2d2946aad8bc492ea42b7c160839baaf_193)] [added: Disclosure](#i2c689391ff9c4336995f9f220a67d6e5_205)] | | | [removed: [103](#i2d2946aad8bc492ea42b7c160839baaf_193)] [added: [106](#i2c689391ff9c4336995f9f220a67d6e5_205)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i2d2946aad8bc492ea42b7c160839baaf_196)] [added: Procedures](#i2c689391ff9c4336995f9f220a67d6e5_208)] | | | [removed: [103](#i2d2946aad8bc492ea42b7c160839baaf_196)] [added: [106](#i2c689391ff9c4336995f9f220a67d6e5_208)] | | |

| Item 9B. | | | [Other [removed: Information](#i2d2946aad8bc492ea42b7c160839baaf_199)] [added: Information](#i2c689391ff9c4336995f9f220a67d6e5_211)] | | | [removed: [103](#i2d2946aad8bc492ea42b7c160839baaf_199)] [added: [106](#i2c689391ff9c4336995f9f220a67d6e5_211)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i2d2946aad8bc492ea42b7c160839baaf_202)] [added: Inspections](#i2c689391ff9c4336995f9f220a67d6e5_214)] | | | [removed: [103](#i2d2946aad8bc492ea42b7c160839baaf_202)] [added: [106](#i2c689391ff9c4336995f9f220a67d6e5_214)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i2d2946aad8bc492ea42b7c160839baaf_208)] [added: Governance](#i2c689391ff9c4336995f9f220a67d6e5_220)] | | | [removed: [103](#i2d2946aad8bc492ea42b7c160839baaf_208)] [added: [106](#i2c689391ff9c4336995f9f220a67d6e5_220)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i2d2946aad8bc492ea42b7c160839baaf_211)] [added: Compensation](#i2c689391ff9c4336995f9f220a67d6e5_223)] | | | [removed: [104](#i2d2946aad8bc492ea42b7c160839baaf_211)] [added: [107](#i2c689391ff9c4336995f9f220a67d6e5_223)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i2d2946aad8bc492ea42b7c160839baaf_214)] [added: Matters](#i2c689391ff9c4336995f9f220a67d6e5_226)] | | | [removed: [104](#i2d2946aad8bc492ea42b7c160839baaf_214)] [added: [107](#i2c689391ff9c4336995f9f220a67d6e5_226)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i2d2946aad8bc492ea42b7c160839baaf_217)] [added: Independence](#i2c689391ff9c4336995f9f220a67d6e5_229)] | | | [removed: [104](#i2d2946aad8bc492ea42b7c160839baaf_217)] [added: [107](#i2c689391ff9c4336995f9f220a67d6e5_229)] | | |

| Item 14. | | | [Principal [removed: Accounting Fees] [added: Account](#i2c689391ff9c4336995f9f220a67d6e5_232)[ant](#i2c689391ff9c4336995f9f220a67d6e5_232) [Fees] and [removed: Services](#i2d2946aad8bc492ea42b7c160839baaf_220)] [added: Services](#i2c689391ff9c4336995f9f220a67d6e5_232)] | | | [removed: [104](#i2d2946aad8bc492ea42b7c160839baaf_220)] [added: [107](#i2c689391ff9c4336995f9f220a67d6e5_232)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#i2d2946aad8bc492ea42b7c160839baaf_223)] [added: Schedules](#i2c689391ff9c4336995f9f220a67d6e5_235)] | | | [removed: [105](#i2d2946aad8bc492ea42b7c160839baaf_226)] [added: [108](#i2c689391ff9c4336995f9f220a67d6e5_238)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i2d2946aad8bc492ea42b7c160839baaf_229)] [added: Summary](#i2c689391ff9c4336995f9f220a67d6e5_241)] | | | [removed: [108](#i2d2946aad8bc492ea42b7c160839baaf_229)] [added: [111](#i2c689391ff9c4336995f9f220a67d6e5_241)] | | |

þ Yes ¨ No

☐ Yes þ No

| [Signatures](#i2c689391ff9c4336995f9f220a67d6e5_244) | | | | | | [112](#i2c689391ff9c4336995f9f220a67d6e5_244) | | |

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

Recognizing the critical importance of cybersecurity in today’s digital landscape, we are committed to safeguarding our information assets, protecting consumer [added: data and maintaining the integrity and availability of our systems.]

We [removed: 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.

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

▪Security Controls: We employ a layered approach to cybersecurity, implementing a range of technical and procedural controls [added: designed] 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 [removed: prevent] [added: deter] 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.

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 [removed: responsibility for our Board’s] cybersecurity [removed: risk] [added: program] oversight [removed: function,] [added: responsibility,] and our full Board and for providing timely public disclosure, when necessary.

To maintain incident [removed: readiness] [added: readiness, business continuity] and [added: IT] resilience, we conduct periodic disaster recovery exercises and cybersecurity incident management exercises led by our IT Risk Management function.

In addition to our Information Governance Policy, we conduct [removed: regular] cybersecurity training programs emphasizing the importance of cybersecurity [removed: awareness.][added: awareness at least annually and more frequently as necessary or advisable.]

We use security risk assessment questionnaire tools to identify high-risk third-parties, [removed: allowing] [added: which we believe allows] us to effectively assess and mitigate potential security vulnerabilities.

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

Our Board executes its cybersecurity risk oversight [removed: function] as a whole and by delegating responsibility to our Audit Committee.

These briefings also include [added: reporting on] periodic third-party cybersecurity program assessments and benchmarks and updates from our cybersecurity incident management exercises.

Our CISO has over [removed: 20] [added: 25] years of experience, including five years as our CISO, managing technology risks across multiple industries, including financial services, technology and manufacturing.

Through strategic hiring and internal development, our CISO [removed: increases] [added: enhances] the levels of skill and experience on our IT Risk Management team to stay ahead of evolving cybersecurity threats.

As of the date of this filing, [removed: 94%] [added: 100%] of our IT Risk Management team has technical industry certification, and members of the IT Risk Management team have an average of 15 years of cybersecurity experience.

Our cybersecurity program undergoes an annual [added: third-party] controls effectiveness assessment and bi-annual program maturity evaluation against industry peers and consistently receives assessments indicating that it is ahead of the cybersecurity programs of our peer group.

For further discussion of the risks related to cybersecurity, see [added: *Risks Relating to Our Business - Information Technology and Data Privacy Risks* in] Item [removed: 1A.][added: 1A*.*]

We leverage the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework and industry best practices to identify and prioritize cybersecurity risks based on their potential impacts.

We also use the NIST framework and industry best practices to drive enhancements to our program that are designed to protect our assets and third-party partners.

The NIST framework also helps us maintain ongoing compliance with regulatory requirements.

We typically engage these services

annually, though the cadence can differ based on the results of the audits and assessments.

From time-to-time, we and our third-party service providers, suppliers and trade customers experience attempts to infiltrate and interrupt information systems.

To date, we have not experienced any interruptions of these information systems as a result of infiltration attempts.

data and maintaining the integrity and availability of our systems.

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.

*Risk Factors - Risks Relating to Our Business - Information Technology and Data Privacy Risks*.

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

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

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

[T](#i2c689391ff9c4336995f9f220a67d6e5_10)[able](#i2c689391ff9c4336995f9f220a67d6e5_10) [of](#i2c689391ff9c4336995f9f220a67d6e5_10) [Contents](#i2c689391ff9c4336995f9f220a67d6e5_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: 2018] [added: 2019] and the reinvestment of all dividends on a quarterly basis.

[removed: ][added: ]

| December [removed: 2018] [added: 2019] | | | | | | $ | 100.00 | | | | | $ | 100.00 | | | | | $ | 100.00 | |

[added: Source: FactSet -] Total return assumes reinvestment of dividends as of the ex-dividend date.

At February [removed: 15, 2024,] [added: 14, 2025,] there were approximately [removed: 48,000] [added: 46,000] holders of record of our common stock.

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

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

Issuer Purchases of Equity Securities During the Quarter Ended December 31, [removed: 2023][added: 2024]

In January [removed: 2023,] [added: 2024,] our Board [removed: of Directors] authorized a $1.0 billion share repurchase [removed: program,] [added: program that it increased to $3.4 billion in March 2024 (as increased, “January 2024 share repurchase program”),] which we completed in December [removed: 2023.][added: 2024.]

In January [removed: 2024,] [added: 2025,] our Board [removed: of Directors] authorized a new $1.0 billion share repurchase program, which we expect to complete by December 31, [removed: 2024.][added: 2025.]

Our share repurchase activity for each of the three months in the period ended December 31, [removed: 2023,] [added: 2024,] was as follows:

(1) The total number of shares purchased includes (a) shares purchased under the January [removed: 2023] [added: 2024] 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: 45,289] [added: 839] in October and [removed: 1,005 shares] [added: 3,629] in November).

| December 2020 | | | | | | $ | 89.62 | | | | | $ | 105.56 | | | | | $ | 118.40 | |

| December 2021 | | | | | | $ | 111.37 | | | | | $ | 122.64 | | | | | $ | 152.39 | |

| December 2022 | | | | | | $ | 116.24 | | | | | $ | 133.76 | | | | | $ | 124.79 | |

| December 2023 | | | | | | $ | 112.08 | | | | | $ | 127.99 | | | | | $ | 157.59 | |

| December 2024 | | | | | | $ | 157.88 | | | | | $ | 132.50 | | | | | $ | 197.02 | |

[T](#i2c689391ff9c4336995f9f220a67d6e5_10)[able](#i2c689391ff9c4336995f9f220a67d6e5_10) [of](#i2c689391ff9c4336995f9f220a67d6e5_10) [Contents](#i2c689391ff9c4336995f9f220a67d6e5_10)

| October 1- October 31, 2024 | | | | | | 2,352,238 | | | | | | $ | 50.04 | | | | | 2,351,399 | | | | | | $ | 191,863,426 | |

| November 1- November 30, 2024 | | | | | | 1,781,329 | | | | | | $ | 55.30 | | | | | 1,777,700 | | | | | | $ | 93,546,378 | |

| December 1- December 31, 2024 | | | | | | 1,707,103 | | | | | | $ | 54.80 | | | | | 1,707,103 | | | | | | $ | — | |

| For the Quarter Ended December 31, 2024 | | | | | | 5,840,670 | | | | | | $ | 53.04 | | | | | 5,836,202 | | | | | | | | |

| 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 | |

Sources: FactSet for 2020 to 2023 and Bloomberg “Total Return Analysis” calculated on a daily basis for 2019.

[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 | | | | | | | | |

| at December 31, | | | [removed: 2023] | | | | | | [added: 2024 | | | | | | 2023 | | | | | |] 2022 | | |

| Cash and cash equivalents | | | [added: | | | | | |] $ | [removed: 3,686] [added: 3,127] | | | | | $ | [added: 3,686 | | | | | $ |] 4,030 | |

| [removed: Receivables:] [added: Receivables] | | | [added: 7] | | | [added: —] | | | [added: 7] | | |

| [removed: Receivable] [added: Proceeds] from the sale of *IQOS* System commercialization rights | | | [added: | | | | | |] — | | | | | | [removed: 1,721] [added: 1,700] | | | [added: | | | 1,000 | | |]

| Other | | | [removed: 71] [added: —] | | | | | | [removed: 48] [added: —] | | | [added: | | | — | | | | | | — | | | | | | (8) | | | | | | — | | | | | | (8) | | |]

| Leaf tobacco | | | [removed: 649] [added: 591] | | | | | | [removed: 704] [added: 649] | | |

| Other raw materials | | | [removed: 204] [added: 190] | | | | | | [removed: 186] [added: 204] | | |

| Work in process | | | [removed: 22] [added: 21] | | | | | | [removed: 24] [added: 22] | | |

| Finished product | | | [removed: 340] [added: 278] | | | | | | [removed: 266] [added: 340] | | |

| Income taxes | | | [removed: 496] [added: 93] | | | | | | [removed: 103] [added: 496] | | |

| Other current assets | | | [removed: 117] [added: 36] | | | | | | [removed: 138] [added: 117] | | |

| Total current assets | | | [removed: 5,585] [added: 4,513] | | | | | | [removed: 7,220] [added: 5,585] | | |

| Land and land improvements | | | [removed: 123] [added: 124] | | | | | | 123 | | |

| Buildings and building equipment | | | [removed: 1,535] [added: 1,552] | | | | | | [removed: 1,478] [added: 1,535] | | |

| Machinery and equipment | | | [removed: 2,684] [added: 2,662] | | | | | | [removed: 2,578] [added: 2,684] | | |

| Construction in progress | | | [removed: 240] [added: 199] | | | | | | [removed: 248] [added: 240] | | |

| Less accumulated depreciation | | | [removed: 2,930] [added: 2,920] | | | | | | [removed: 2,819] [added: 2,930] | | |

| Goodwill | | | [removed: 6,791] [added: 6,945] | | | | | | [removed: 5,177] [added: 6,791] | | |

| Other intangible assets, net | | | [removed: 13,686] [added: 12,973] | | | | | | [removed: 12,384] [added: 13,686] | | |

| Other assets | | | [removed: 845] [added: 934] | | | | | | [removed: 965] [added: 845] | | |

| Total Assets | | | $ | [removed: 38,570] [added: 35,177] | | | | | $ | [removed: 36,954] [added: 38,570] | |

| Current portion of long-term debt | | | $ | [removed: 1,121] [added: 1,527] | | | | | $ | [removed: 1,556] [added: 1,121] | |

| Accounts payable | | | [removed: 582] [added: 700] | | | | | | [removed: 552] [added: 582] | | |

| Marketing | | | [removed: 716] [added: 688] | | | | | | [removed: 599] [added: 716] | | |

| Settlement charges | | | [removed: 2,563] [added: 2,354] | | | | | | [removed: 2,925] [added: 2,563] | | |

| Other | | | [removed: 1,902] [added: 1,780] | | | | | | [removed: 1,299] [added: 1,902] | | |

| Deferred [removed: gain] [added: proceeds] from the sale of *IQOS* System commercialization rights | | | [removed: 2,700] | | | | | | [added: $ | — | | | | | $ |] — | | | [added: | | $ | 1,700 | |]

| Dividends payable | | | [removed: 1,735] [added: 1,732] | | | | | | [removed: 1,685] [added: 1,735] | | |

| Total current liabilities | | | [removed: 11,319] [added: 8,781] | | | | | | [removed: 8,616] [added: 11,319] | | |

| Long-term debt | | | [removed: 25,112] [added: 23,399] | | | | | | [removed: 25,124] [added: 25,112] | | |

| Deferred income taxes | | | [removed: 2,799] [added: 3,749] | | | | | | [removed: 2,897] [added: 2,799] | | |

| Accrued pension costs | | | [removed: 130] [added: 136] | | | | | | [removed: 133] [added: 130] | | |

| Accrued postretirement health care costs | | | [removed: 1,079] [added: 935] | | | | | | [removed: 1,083] [added: 1,079] | | |

| Other liabilities | | | [removed: 1,621] [added: 365] | | | | | | [removed: 324] [added: 1,621] | | |

| Total liabilities | | | [removed: 42,060] [added: 37,365] | | | | | | [removed: 40,877] [added: 42,060] | | |

| Contingencies (Note [removed: 19)] [added: 20)] | | | | | | | | | | | |

| Additional paid-in capital | | | [removed: 5,906] [added: 5,905] | | | | | | [removed: 5,887] [added: 5,906] | | |

| Earnings reinvested in the business | | | [removed: 31,094] [added: 35,516] | | | | | | [removed: 29,792] [added: 31,094] | | |

| Accumulated other comprehensive losses | | | [removed: (2,673)] [added: (2,400)] | | | | | | [removed: (2,771)] [added: (2,673)] | | |

| Cost of repurchased stock [removed: (1,042,499,542] [added: (1,115,309,450] shares at December 31, [removed: 2023] [added: 2024] and [removed: 1,020,427,195] [added: 1,042,499,542] shares at December 31, [removed: 2022)] [added: 2023)] | | | [removed: (38,802)] [added: (42,194)] | | | | | | [removed: (37,816)] [added: (38,802)] | | |

| | | | 1,080 | | | | | | 1,215 | | |

| | | | 4,537 | | | | | | 4,582 | | |

| | | | 1,617 | | | | | | 1,652 | | |

| Investments in equity securities | | | 8,195 | | | | | | 10,011 | | |

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| at December 31, | | | 2024 | | | | | | 2023 | | |

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| Asset impairment and exit costs | | | 389 | | | | | | — | | | | | | — | | |

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| Asset impairment and exit costs | | | | | | | | | 389 | | | | | | — | | | | | | — | | |

| Proceeds from the ABI Transaction (3) | | | | | | | | | 2,353 | | | | | | — | | | | | | — | | |

(1) Substantially all of the 2024 and 2023 amounts relate to an 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, partially offset by our estimated corporate alternative minimum tax credit carryforward.

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(1) For the years ended December 31, 2024 and 2023, income taxes paid were reduced by the impact of transferable income tax credits.

At December 31, 2024 and 2023, transferable income tax credits totaled $445 million and $335 million, respectively, and are included in other accrued liabilities on our consolidated balance sheets.

See Note 20.

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| Net earnings | | | — | | | | | | — | | | | | | 11,264 | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,264 | | |

| Balances, December 31, 2024 | | | $ | 935 | | | | | $ | 5,905 | | | | | $ | 35,516 | | | | | $ | (2,400) | | | | | $ | (42,194) | | | | | $ | 50 | | | | | $ | (2,188) | |

As of January 30, 2025, there are no products in the U.S. marketplace from the joint venture.

In March 2024, we sold a portion of our investment in ABI (“ABI Transaction”).

For further discussion of our current and former investments and the ABI Transaction, see Note 8.

On January 1, 2024, we adopted Accounting Standards Update (“ASU”) 2022-03, *Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions* (“ASU No. 2022-03”).

This guidance clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.

This guidance also specifies required disclosures for equity securities subject to contractual sale restrictions.

We applied ASU No. 2022-03 for the fair value disclosure of our investment in ABI.

Additionally, in connection with the preparation of our annual financial statements for the year ended December 31, 2024, we adopted ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures* (“ASU No. 2023-07”).

This guidance

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requires disclosure of incremental segment information on an annual and interim basis.

We included expanded footnote disclosures as a result of the adoption of ASU No. 2023-07 in Note 17.

We will include interim disclosure requirements in our interim condensed consolidated financial statements beginning in the first quarter of 2025.

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See Note 20*.

For those income tax positions where it is more likely than not that a tax benefit will not be sustained, no tax benefit is recognized in the financial statements.

If the carrying value of an investment

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See Note 8.

See Note 20.

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

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

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

| Investments in equity securities ($0 million and $250 million at December 31, 2023 and 2022, respectively, measured at fair value) | | | 10,011 | | | | | | 9,600 | | |

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

| Loss on Cronos-related financial instruments | | | — | | | | | | 15 | | | | | | 148 | | |

| Loss on Cronos-related financial instruments | | | | | | | | | — | | | | | | 15 | | | | | | 148 | | |

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

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

2021 amounts reflect changes from operations for Ste.

Michelle prior to the Ste.

Michelle Transaction.

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

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

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

| Balances, December 31, 2020 | | | $ | 935 | | | | | $ | 5,910 | | | | | $ | 34,679 | | | | | $ | (4,341) | | | | | $ | (34,344) | | | | | $ | 86 | | | | | $ | 2,925 | |

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

*Background and Basis of Presentation*.

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

Michelle Wine Estates Ltd. (“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 (“Ste.

Michelle Transaction”).

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.

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*.

▪Environmental Costs: We are subject to laws and regulations relating to the protection of the environment.

We provide for expenses associated with environmental remediation obligations on an undiscounted basis when such amounts are probable and can be reasonably estimated.

We adjust such accruals as new information develops or circumstances change.

Compliance with environmental laws and regulations, including the payment of any remediation and compliance costs or damages and the making of related expenditures, has not had a material adverse effect on our consolidated results of operations, capital expenditures, financial position or cash flows.

*Contingencies* - *Environmental Regulation*.

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

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

| ASU 2023-09 *Income Taxes (Topic 740): Improvements to Income Tax Disclosures* | | | The guidance will require additional income tax disclosures, primarily related to the rate reconciliation and income taxes paid information. | | | The guidance is effective for fiscal years beginning after December 15, 2024. | | | We are in the process of evaluating the impact of this guidance on our consolidated financial statements and related disclosures. | | |

NJOY’s financial position and results of operations beginning June 1, 2023 have been consolidated with our consolidated financial results and included in the all other category.

The fair value estimates of the assets acquired and liabilities assumed are preliminary and subject to adjustments during the measurement period (up to one year following the acquisition date).

The primary areas of accounting for the NJOY Transaction that are not yet finalized relate to the fair value of certain intangible assets acquired, contingent liabilities, residual goodwill and any related tax impact.

During the quarter ended December 31, [removed: 2023,] [added: 2024,] 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.

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: 16, 2024] [added: 15, 2025] that is expected to be filed with the SEC on or about April [removed: 4, 2024] [added: 3, 2025] (“proxy statement”), and, except as indicated therein, made a part hereof.

Information about Our Executive Officers as of February [removed: 15, 2024:][added: 14, 2025:]

| Jody L. Begley | | | Executive Vice President and Chief Operating Officer | | | [removed: 52] [added: 53] | | |

| Steven D’Ambrosia | | | Vice President and Controller | | | [removed: 57] [added: 58] | | |

| [removed: Murray R. Garnick] [added: Robert A. McCarter III] | | | Executive Vice President and General Counsel | | | [removed: 64] [added: 52] | | |

| William F. Gifford, Jr. | | | Chief Executive Officer | | | [removed: 53] [added: 54] | | |

| Salvatore Mancuso | | | Executive Vice President and Chief Financial Officer | | | [removed: 58] [added: 59] | | |

| Heather A. Newman | | | Senior Vice President, Chief Strategy & Growth Officer | | | [removed: 46] [added: 47] | | |

| Charles N. Whitaker | | | Senior Vice President, Chief Human Resources Officer and Chief Compliance Officer | | | [removed: 57] [added: 58] | | |

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

Insider Trading Policy

We have adopted an insider trading policy that governs transactions in our securities by our directors, officers and employees, and by Altria and our subsidiaries.

Our insider trading policy is designed to promote compliance with insider trading laws, rules and regulations applicable to us.

A copy of our insider trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.

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| Daniel J. Bryant | | | Vice President and Treasurer | | | 54 | | |

| W. Hildebrandt Surgner, Jr. | | | Vice President, Corporate Secretary and Associate General Counsel | | | 58 | | |

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.

Mr. Whitaker’s wife and Mr. Surgner’s wife are first cousins.

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: 2023,] [added: 2024,] were as follows:

(2)Represents [removed: 3,472,801] [added: 3,973,485] shares of restricted stock units and [removed: 927,503] [added: 976,070] shares that may be issued upon vesting of performance stock units if maximum performance measures are achieved.

(3)Includes [removed: 20,432,234] [added: 18,507,747] shares available under the 2020 Performance Incentive Plan and [removed: 589,927] [added: 533,843] 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 [removed: of Altria] - Directors, Nominees and Executive Officers” and “Ownership of Equity Securities [removed: of Altria] - Certain Other Beneficial Owners” sections of our proxy statement.

| Equity compensation plans approved by shareholders (1) | | | 4,949,555 (2) | | | $— | | | 19,041,590 (3) | | |

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

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

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| Consolidated Balance Sheets at December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | [removed: [50](#i2d2946aad8bc492ea42b7c160839baaf_79)] [added: [52](#i2c689391ff9c4336995f9f220a67d6e5_97)] | | |

| Consolidated Statements of Earnings for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [52](#i2d2946aad8bc492ea42b7c160839baaf_85)] [added: [54](#i2c689391ff9c4336995f9f220a67d6e5_103)] | | |

| Consolidated Statements of Comprehensive Earnings for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [53](#i2d2946aad8bc492ea42b7c160839baaf_88)] [added: [55](#i2c689391ff9c4336995f9f220a67d6e5_106)] | | |

| Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [54](#i2d2946aad8bc492ea42b7c160839baaf_91)] [added: [56](#i2c689391ff9c4336995f9f220a67d6e5_109)] | | |

| Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [56](#i2d2946aad8bc492ea42b7c160839baaf_94)] [added: [58](#i2c689391ff9c4336995f9f220a67d6e5_112)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [57](#i2d2946aad8bc492ea42b7c160839baaf_97)] [added: [59](#i2c689391ff9c4336995f9f220a67d6e5_115)] | | |

| Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | | | [removed: [99](#i2d2946aad8bc492ea42b7c160839baaf_187)] [added: [102](#i2c689391ff9c4336995f9f220a67d6e5_199)] | | |

| Report of Management on Internal Control Over Financial Reporting | | | [removed: [102](#i2d2946aad8bc492ea42b7c160839baaf_190)] [added: [105](#i2c689391ff9c4336995f9f220a67d6e5_202)] | | |

In accordance with Regulation S-X Rule 3-09, the audited financial statements of ABI for the year ended December 31, [removed: 2023] [added: 2024] will be filed by amendment within six months after ABI’s year ended December 31, [removed: 2023.][added: 2024.]

| | | | 2.1 | | | | | | [Distribution Agreement by and between Altria Group, Inc. and Kraft Foods Inc. (now known as Mondelēz International, Inc.), dated as of January 31, 2007. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on January 31, 2007 (File No. [removed: 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000119312507017014/dex21.htm)] [added: 1-08940).](https://www.sec.gov/Archives/edgar/data/764180/000119312507017014/dex21.htm)] | | |

| | | | 2.2 | | | | | | [Distribution Agreement by and between Altria Group, Inc. and Philip Morris International Inc., dated as of January 30, 2008. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on January 30, 2008 (File No. [removed: 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000119312508015121/dex21.htm)] [added: 1-08940).](https://www.sec.gov/Archives/edgar/data/764180/000119312508015121/dex21.htm)] | | |

| | | | 3.1 | | | | | | [Articles of Amendment to the Restated Articles of Incorporation of Altria Group, Inc. and Restated Articles of Incorporation of Altria Group, Inc. Incorporated by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2002 (File No. [removed: 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000095011703001167/ex3-1.htm)] [added: 1-08940).](https://www.sec.gov/Archives/edgar/data/764180/000095011703001167/ex3-1.htm)] | | |

| | | | 3.2 | | | | | | [Amended and Restated By-Laws of Altria Group, Inc. (effective as of October 26, 2022). Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on October 27, 2022 (File No. [removed: 1-08940)](http://www.sec.gov/Archives/edgar/data/764180/000076418022000100/exhibit31q32022-amendedres.htm).] [added: 1-08940](https://www.sec.gov/Archives/edgar/data/764180/000076418022000100/exhibit31q32022-amendedres.htm)[).](https://www.sec.gov/Archives/edgar/data/764180/000076418022000100/exhibit31q32022-amendedres.htm)] | | |

| | | | 4.1 | | | | | | [Description of Altria Group, Inc.’s Registered Securities.](https://www.sec.gov/Archives/edgar/data/764180/000076418023000020/exhibit41descriptionofregi.htm) [removed: [Incorporated] [added: [](https://www.sec.gov/Archives/edgar/data/764180/000076418023000020/exhibit41descriptionofregi.htm)[Incorporated] by reference to Altria Group, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022 (File No. [removed: 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000095011703001167/ex3-1.htm)] [added: 1-08940).](https://www.sec.gov/Archives/edgar/data/764180/000076418023000020/exhibit41descriptionofregi.htm)] | | |

| | | | 4.3 | | | | | | [First Supplemental Indenture to Indenture, dated as of December 2, 1996, between Altria Group, Inc. and The Bank of New York (as successor in interest to JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank), as Trustee, dated as of February 13, 2008. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on February 15, 2008 (File No. [removed: 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000119312508032447/dex41.htm)] [added: 1-08940).](https://www.sec.gov/Archives/edgar/data/764180/000119312508032447/dex41.htm)] | | |

| | | | 4.4 | | | | | | [Indenture among Altria Group, Inc., as Issuer, Philip Morris USA Inc., as Guarantor, and Deutsche Bank Trust Company Americas, as Trustee, dated as of November 4, 2008. Incorporated by reference to Altria Group, Inc.’s Registration Statement on Form S-3 filed on November 4, 2008 (No. [removed: 333-155009).](http://www.sec.gov/Archives/edgar/data/764180/000119312508224082/dex45.htm)] [added: 333-155009).](https://www.sec.gov/Archives/edgar/data/764180/000119312508224082/dex45.htm)] | | |

| | | | 10.10 | | | | | | [Stipulation and Agreed Order Regarding Stay of Execution Pending Review and Related Matters, dated as of May 7, 2001. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on May 8, 2001 (File No. [removed: 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000095013001501352/dex992.txt)] [added: 1-08940).](https://www.sec.gov/Archives/edgar/data/764180/000095013001501352/dex992.txt)] | | |

| | | | 10.11 | | | | | | [Term Sheet effective December 17, 2012, between Philip Morris USA Inc., the other participating manufacturers, and various states and territories for settlement of the 2003 - 2012 Non-Participating Manufacturer Adjustment with those states. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on December 18, 2012 (File No. [removed: 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000076418012000037/exhibit101termsheet.htm)] [added: 1-08940).](https://www.sec.gov/Archives/edgar/data/764180/000076418012000037/exhibit101termsheet.htm)] | | |

| | | | 10.12 | | | | | | [Intellectual Property Agreement by and between Philip Morris International Inc. and Philip Morris USA Inc., dated as of January 1, 2008. Incorporated by reference to Altria Group, Inc.’s Current Report on Form 8-K filed on March 28, 2008 (File No. [removed: 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000119312508069389/dex104.htm)] [added: 1-08940).](https://www.sec.gov/Archives/edgar/data/764180/000119312508069389/dex104.htm)] | | |

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

| | | | 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. [removed: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418015000022/exhibit1019benefitequaliza.htm)] [added: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418015000022/exhibit1019benefitequaliza.htm)] | | |

| | | | 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. [removed: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418016000143/exhibit102amendmenttobenif.htm)] [added: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418016000143/exhibit102amendmenttobenif.htm)] | | |

| | | | 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. [removed: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418017000028/exhibit1021actionbyplanadm.htm)] [added: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418017000028/exhibit1021actionbyplanadm.htm)] | | |

| | | | 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. [removed: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418019000023/exhibit1021bepplan.htm)] [added: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418019000023/exhibit1021bepplan.htm)] | | |

| | | | 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. [removed: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000119312509160822/dex101.htm)] [added: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000119312509160822/dex101.htm)] | | |

| | | | 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. [removed: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418016000128/exhibit1027deferredfeeplan.htm)] [added: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418016000128/exhibit1027deferredfeeplan.htm)] | | |

| | | | 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. [removed: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418022000102/exhibit101q32022-quarter.htm)] [added: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418022000102/exhibit101q32022-quarter.htm)] | | |

| | | | 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. [removed: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000119312515123580/d871366ddef14a.htm#toc871366_72)] [added: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000119312515123580/d871366ddef14a.htm#toc871366_72)] | | |

| | | | 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)[.*](http://www.sec.gov/Archives/edgar/data/764180/000120677420001025/mo3601841-def14a.htm#Exhibit_A)] [added: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000120677420001025/mo3601841-def14a.htm#Exhibit_A)] | | |

| | | | 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. [removed: 1-08940).](http://www.sec.gov/Archives/edgar/data/764180/000119312506218057/dex101.htm)] [added: 1-08940).](https://www.sec.gov/Archives/edgar/data/764180/000119312506218057/dex101.htm)] | | |

| | | | 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. [removed: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418019000037/exhibit103formofrestri.htm)] [added: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418019000037/exhibit103formofrestri.htm)] | | |

| | | | 10.27 | | | | | | [Form of [removed: Performance] [added: Restricted] Stock Unit [removed: Agreement, dated as of February 26, 2019.] [added: Agreement (2020).] Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, [removed: 2019] [added: 2020] (File No. [removed: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418019000037/exhibit104formofperfor.htm)] [added: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418020000048/exhibit101restrictedst.htm)] | | |

| | | | 10.28 | | | | | | [Form of [removed: Restricted] [added: Performance] Stock Unit Agreement (2020). Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2020 (File No. [removed: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418020000048/exhibit101restrictedst.htm)] [added: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418020000048/exhibit102performacest.htm)] | | |

| | | | 10.29 | | | | | | [Form of [removed: Performance] [added: Restricted] Stock Unit Agreement [removed: (2020).] [added: (2021).] Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, [removed: 2020] [added: 2021] (File No. [removed: 1-08940).*](http://www.sec.gov/Archives/edgar/data/764180/000076418020000048/exhibit102performacest.htm)] [added: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418021000065/exhibit102restrictedstock2.htm)] | | |

| | | | 10.30 | | | | | | [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).*](https://www.sec.gov/Archives/edgar/data/0000764180/000076418021000065/exhibit103performancestock.htm)] | | |

| | | | 10.31 | | | | | | [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).*](https://www.sec.gov/Archives/edgar/data/764180/000076418022000044/exhibit101restrictedstock2.htm)] | | |

| | | | 10.32 | | | | | | [Form of [removed: Restricted] [added: Performance] Stock Unit Agreement (2022). Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2022 (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/764180/000076418022000044/exhibit102performancestock.htm)] | | |

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

| | | | [removed: 10.35] [added: 10.36] | | | | | | [Form of Performance Stock Unit Agreement [removed: (2023).] [added: (202](https://www.sec.gov/Archives/edgar/data/764180/000076418024000057/exhibit102performancestock.htm)[4](https://www.sec.gov/Archives/edgar/data/764180/000076418024000057/exhibit102performancestock.htm)[).] Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, [removed: 2023 (File] [added: 202](https://www.sec.gov/Archives/edgar/data/764180/000076418024000057/exhibit102performancestock.htm)[4](https://www.sec.gov/Archives/edgar/data/764180/000076418024000057/exhibit102performancestock.htm) [(File] No. [removed: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418023000060/exhibit102performancestock.htm)] [added: 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418024000057/exhibit102performancestock.htm)] | | |

[T](#i2c689391ff9c4336995f9f220a67d6e5_10)[able](#i2c689391ff9c4336995f9f220a67d6e5_10) [of](#i2c689391ff9c4336995f9f220a67d6e5_10) [Contents](#i2c689391ff9c4336995f9f220a67d6e5_10)

[T](#i2c689391ff9c4336995f9f220a67d6e5_10)[able](#i2c689391ff9c4336995f9f220a67d6e5_10) [of](#i2c689391ff9c4336995f9f220a67d6e5_10) [Contents](#i2c689391ff9c4336995f9f220a67d6e5_10)

| | | | 10.35 | | | | | | [Form of Restricted Stock Unit Agreement (202](https://www.sec.gov/Archives/edgar/data/764180/000076418024000057/exhibit101restrictedstock2.htm)[4](https://www.sec.gov/Archives/edgar/data/764180/000076418024000057/exhibit101restrictedstock2.htm)[). Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 202](https://www.sec.gov/Archives/edgar/data/764180/000076418024000057/exhibit101restrictedstock2.htm)[4](https://www.sec.gov/Archives/edgar/data/764180/000076418024000057/exhibit101restrictedstock2.htm) [(File No. 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418024000057/exhibit101restrictedstock2.htm) | | |

[T](#i2c689391ff9c4336995f9f220a67d6e5_10)[able](#i2c689391ff9c4336995f9f220a67d6e5_10) [of](#i2c689391ff9c4336995f9f220a67d6e5_10) [Contents](#i2c689391ff9c4336995f9f220a67d6e5_10)

| | | | 10.42 | | | | | | [United Kingdom Sub-Plan of the Altria Group, Inc. 2020 Performance Plan, as Amended. Incorporated by reference to the Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2024 (File No. 1-08940).*](https://www.sec.gov/Archives/edgar/data/764180/000076418024000102/exhibit101unitedkingdomsub.htm) | | |

| | | | 19 | | | | | | [Insider trading policy.](https://www.sec.gov/Archives/edgar/data/764180/000076418025000019/exhibit19insidertradingpol.htm) | | |

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

Date: February [removed: 27, 2024][added: 26, 2025]

| /s/ WILLIAM F. GIFFORD, JR. (William F. Gifford, Jr.) | | | | | | | | | Director and Chief Executive Officer | | | | | | February [removed: 27, 2024] [added: 26, 2025] | | |

| /s/ SALVATORE MANCUSO (Salvatore Mancuso) | | | | | | | | | Executive Vice President and Chief Financial Officer | | | | | | February [removed: 27, 2024] [added: 26, 2025] | | |

| /s/ STEVEN D’AMBROSIA (Steven D’Ambrosia) | | | | | | | | | Vice President and Controller | | | | | | February [removed: 27, 2024] [added: 26, 2025] | | |

| * By: | | | /s/ WILLIAM F. GIFFORD, JR. (WILLIAM F. GIFFORD, JR. ATTORNEY-IN-FACT) | | | | | | | | | | | | February [removed: 27, 2024] [added: 26, 2025] | | |

| * IAN L.T. CLARKE, | | | | | | | | | Directors | | | | | | | | |

| MARJORIE M. CONNELLY, | | | | | | | | | | | | | | | | | |

| R. MATT DAVIS, | | | | | | | | | | | | | | | | | |

| DEBRA J. KELLY-ENNIS, | | | | | | | | | | | | | | | | | |

| KATHRYN B. MCQUADE, | | | | | | | | | | | | | | | | | |

| GEORGE MUÑOZ, | | | | | | | | | | | | | | | | | |

| VIRGINIA E. SHANKS, | | | | | | | | | | | | | | | | | |

| RICHARD S. STODDART, | | | | | | | | | | | | | | | | | |

| ELLEN R. STRAHLMAN, | | | | | | | | | | | | | | | | | |

| M. MAX YZAGUIRRE | | | | | | | | | | | | | | | | | |

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