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Cover and table of contents

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Cover and table of contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-08940

Altria Group, Inc.

(Exact name of registrant as specified in its charter)

Virginia13-3260245
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
6601 West Broad Street,Richmond,Virginia23230
(Address of principal executive offices)(Zip Code)

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

Former name, former address and former fiscal year, if changed since last report

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolsName of each exchange on which registered
Common Stock, $0.33 1/3 par valueMONew York Stock Exchange
1.000% Notes due 2023MO23ANew York Stock Exchange
1.700% Notes due 2025MO25New York Stock Exchange
2.200% Notes due 2027MO27New York Stock Exchange
3.125% Notes due 2031MO31New York Stock Exchange

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 days. Yes þ No ¨

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 files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerþAccelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

At October 18, 2022, there were 1,792,172,618 shares outstanding of the registrant’s common stock, par value $0.33 1/3 per share.

ALTRIA GROUP, INC.

TABLE OF CONTENTS

Page No.
PART I -FINANCIAL INFORMATION
Item 1.Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at September 30, 2022 and December 31, 20213
Condensed Consolidated Statements of Earnings (Losses) for the Nine and Three Months Ended September 30, 2022 and 20215
Condensed Consolidated Statements of Comprehensive Earnings (Losses) for the Nine and Three Months Ended September 30, 2022 and 20216
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Nine Months Ended September 30, 2022 and 20217
Three Months Ended September 30, 2022 and 20218
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 20219
Notes to Condensed Consolidated Financial Statements11
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations39
Item 3.Quantitative and Qualitative Disclosures About Market Risk74
Item 4.Controls and Procedures74
PART II -OTHER INFORMATION
Item 1.Legal Proceedings74
Item 1A.Risk Factors75
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds77
Item 6.Exhibits78
SignatureSignature79

PART I - FINANCIAL INFORMATION

Next: Item 1. Financial Statements