Altria Group, Inc. (NYSE: MO) today reports our 2023 third-quarter and nine-months business results and narrows our guidance for 2023 full-year adjusted diluted earnings per share (EPS).

“Our highly profitable traditional tobacco businesses were resilient in a dynamic operating environment during the third quarter and first nine months, providing fuel for our business transformation and significant cash returns to our shareholders,” said Billy Gifford, Altria’s Chief Executive Officer. “I believe we have the appropriate strategies and people in place to execute our growth plans. I continue to believe that we can achieve our Vision and create long-term value for our shareholders.”

“We are narrowing our full-year 2023 guidance and now expect to deliver adjusted diluted EPS in a range of $4.91 to $4.98. This range represents an adjusted diluted EPS growth rate of 1.5% to 3% from a base of $4.84 in 2022.”

Altria Headline Financials¹

¹ “Adjusted” financial measures presented in this release exclude the impact of special items. See “Basis of Presentation” for more information.

² “EPS” represents diluted earnings per share.

As previously announced, a conference call with the investment community and news media will be webcast on October 26, 2023 at 9:00 a.m. Eastern Time. Access to the webcast is available at www.altria.com/webcasts.

NJOY

Business Update

On June 1, 2023, we completed our acquisition of NJOY Holdings, Inc. (NJOY Transaction). Our teams executed NJOY’s business plans with speed and focus during our first full quarter of ownership. NJOY is responsibly and sustainably growing the business. Our efforts are concentrated on the following:

• We strengthened NJOY’s global supply chain to provide sustainable support for the anticipated volume increase associated with our NJOY ACE (ACE) expansion plans. We do not anticipate capacity constraints as we execute our initial expansion plans. In addition, we are filling inventory gaps at retail and expanding distribution of ACE. We continue to expect ACE distribution to reach a total of 70,000 stores by year-end, representing approximately 70% of e-vapor volume and 55% of cigarette volume sold in the U.S. multi-outlet and convenience channel;
• Generating awareness of ACE by amplifying visibility and establishing disruptive positioning at retail; and
• Refining our understanding of adult vapers to inform our consumer engagement strategies.

Business Results

For the third quarter:

• Reported shipment volume of ACE was approximately 7.5 million pods.
• The retail share of ACE pods in U.S. multi-outlet and convenience stores was essentially unchanged since the completion of the NJOY Transaction.

Cash Returns to Shareholders

Share Repurchase Program

• In the third quarter, we repurchased 5.9 million shares at an average price of $44.26, for a total cost of $260 million. Through the first nine months, we repurchased 16.3 million shares at an average price of $44.97, for a total cost of $732 million.
• As of September 30, 2023, we had $268 million remaining under our current share repurchase program, which we expect to complete by December 31, 2023. Share repurchases depend on marketplace conditions and other factors, and the program remains subject to the discretion of our Board of Directors (Board).

Dividends

• We paid dividends of $1.6 billion and $5.0 billion in the third quarter and first nine months, respectively.
• In August, our Board increased our regular quarterly dividend by 4.3%, for the 58th increase in the past 54 years. Our current annualized dividend rate is $3.92 per share, representing a dividend yield of 9.2% as of October 24, 2023.
• We maintain our progressive dividend goal that targets mid-single digits dividend per share growth annually. Future dividend payments remain subject to the discretion of our Board.

Environmental, Social and Governance

Our Corporate Responsibility Focus Areas are: (i) reduce the harm of tobacco products, (ii) prevent underage use, (iii) protect the environment, (iv) drive responsibility through our value chain, (v) support our people and communities and (vi) engage and lead responsibly. Our corporate responsibility reports are available on the Responsibility section of www.altria.com.

• We recently published our 2022 Protect the Environment Snapshot. We are pleased to report that we are on track to meet all of our 2030 environmental targets by the end of 2023. We are now in the process of setting new environmental targets, which we expect to share early next year.
• We ranked #6 on Fortune and Great Place to Work’s® list of Best Workplaces in Manufacturing and Production™ for 2023. This was our third consecutive appearance on Fortune and Great Place to Work’s® list.
• We received a top score of 100 on the Disability Equality Index - Best Place to Work for Disability Inclusion by Disability:IN American Association of People with Disabilities.

2023 Full-Year Guidance

We narrow our guidance for 2023 full-year adjusted diluted EPS to be in a range of $4.91 to $4.98, representing a growth rate of 1.5% to 3% from an adjusted diluted EPS base of $4.84 in 2022. Our 2023 full-year adjusted diluted EPS guidance range includes planned investments in support of our Vision, such as (i) continued smoke-free product research, development and regulatory preparation expenses, (ii) enhancement of our digital consumer engagement system and (iii) marketplace activities in support of our smoke-free products, including planned investments behind the U.S. commercialization of ACE. Our guidance range also includes estimated amortization charges of approximately $50 million related to intangible assets acquired in the NJOY Transaction.

While the 2023 full-year adjusted diluted EPS guidance accounts for a range of scenarios, the external environment remains dynamic. We will continue to monitor conditions related to (i) the economy, including the impact of high inflation, rising interest rates and global supply chain disruptions, (ii) adult tobacco consumer (ATC) dynamics, including disposable income, purchasing patterns and adoption of smoke-free products, and (iii) regulatory and legislative developments.

We continue to expect our 2023 full-year adjusted effective tax rate to be in a range of 24.5% to 25.5% and our 2023 capital expenditures to be between $175 million and $225 million. As a result of the NJOY Transaction, we previously revised our estimate for 2023 depreciation and amortization expenses to be approximately $280 million.

Our full-year adjusted diluted EPS guidance range and full-year forecast for our adjusted effective tax rate exclude the impact of certain income and expense items that our management believes are not part of underlying operations. These items may include, for example, loss on early extinguishment of debt, restructuring charges, asset impairment charges, acquisition, disposition and integration-related items, equity investment-related special items (including any changes in fair value of our equity investment recorded at fair value, certain income tax items, charges associated with tobacco and health and certain other litigation items, and resolutions of certain non-participating manufacturer (NPM) adjustment disputes under the MSA (NPM Adjustment Items). See Table 1 below for the income and expense items for the first nine months of 2023.

Our management cannot estimate on a forward-looking basis the impact of certain income and expense items, including those items noted in the preceding paragraph, on our reported diluted EPS or our effective tax rate because these items, which could be significant, may be unusual or infrequent, are difficult to predict and may be highly variable. As a result, we do not provide a corresponding U.S. generally accepted accounting principles (GAAP) measure for, or reconciliation to, our adjusted diluted EPS guidance or our adjusted effective tax rate forecast.

ALTRIA GROUP, INC.

See “Basis of Presentation” below for an explanation of financial measures and reporting segments discussed in this release.

Financial Performance

Third Quarter

• Net revenues decreased 4.1% to $6.3 billion, primarily driven by lower net revenues in the smokeable products segment. Revenues net of excise taxes decreased 2.5% to $5.3 billion.
• Reported diluted EPS increased 100%+ to $1.22, primarily driven by our impairment of our investment in ABI in 2022 and 2022 charges related to our former investment in JUUL Labs, Inc. (JUUL) equity securities, partially offset by unfavorable income tax items.
• Adjusted diluted EPS was unchanged at $1.28, as lower adjusted OCI was offset by fewer shares outstanding.

First Nine Months

• Net revenues decreased 2.5% to $18.5 billion, primarily driven by lower net revenues in the smokeable products segment. Revenues net of excise taxes decreased 0.8% to $15.5 billion.
• Reported diluted EPS increased 100%+ to $3.40, primarily driven by favorable reported results from our investment in ABI (due primarily to our impairment of our investment in ABI in 2022), lower charges related to our former investment in JUUL equity securities, favorable Cronos-related special items, fewer shares outstanding, higher reported OCI and favorable interest expense. These drivers were partially offset by higher tobacco and health and certain other litigation items, unfavorable income tax items, lower net periodic benefit income and acquisition costs related to the NJOY Transaction.
• Adjusted diluted EPS increased 3.3% to $3.78, primarily driven by fewer shares outstanding, higher adjusted OCI, higher adjusted earnings from our equity investments and favorable interest expense, partially offset by lower net periodic benefit income and higher amortization due to the NJOY Transaction.

Note: For details of pre-tax, tax and after-tax amounts, see Schedules 7 and 9.

Special Items

The EPS impact of the following special items is shown in Table 1 and Schedules 6, 7, 8 and 9.

NPM Adjustment Items

• In the first nine months of 2022, we recorded pre-tax income of $60 million (or $0.02 per share) for NPM Adjustment Items.

Tobacco and Health and Certain Other Litigation Items

• In the third quarter and first nine months of 2023, we recorded pre-tax charges of $23 million (or $0.01 per share) and $424 million (or $0.18 per share), respectively, for tobacco and health and certain other litigation items and related interest costs. The charges for the first nine months include the settlement of JUUL-related litigation.
• In the third quarter and first nine months of 2022, we recorded pre-tax charges of $43 million (or $0.02 per share) and $101 million (or $0.04 per share), respectively, for tobacco and health and certain other litigation items and related interest costs.

Loss on Disposition and Changes in Fair Value of JUUL Equity Securities

As previously disclosed, we exchanged our entire minority economic interest in JUUL for a non-exclusive, irrevocable global license to certain of JUUL’s heated tobacco intellectual property (2023 JUUL Transaction). We recorded non-cash, pre-tax losses from investments in equity securities as a result of the 2023 JUUL Transaction and, in 2022, changes in the estimated fair value of our former investment in JUUL. Amounts consisted of the following:

We recorded corresponding adjustments to the JUUL tax valuation allowance in 2023 and 2022.

ABI-Related Special Items

• In the third quarter and first nine months of 2023, equity earnings from ABI included net pre-tax losses of $82 million (or $0.03 per share) and $54 million (or $0.02 per share), respectively, consisting primarily of mark-to-market losses on certain ABI financial instruments associated with its share commitments.
• In the third quarter and first nine months of 2022, equity earnings from ABI included net pre-tax losses of $2.5 billion (or $1.10 per share) and $2.6 billion (or $1.12 per share), respectively, substantially all of which related to our impairment of our investment in ABI.

The ABI-related special items above include our respective share of the amounts recorded by ABI and additional adjustments related to (i) conversion from international financial reporting standards to GAAP and (ii) adjustments to our investment required under the equity method of accounting.

Cronos-Related Special Items

We recorded net pre-tax expense consisting of the following:

¹ Amounts include our share of special items recorded by Cronos and additional adjustments, if required under the equity method of accounting, related to our investment in Cronos including the $107 million non-cash pre-tax impairment of our investment in Cronos in the second quarter of 2022.

We recorded corresponding adjustments to the Cronos tax valuation allowance in 2023 and 2022 relating to the special items.

Income Tax Items

• In the third quarter and first nine months of 2023, we recorded income tax items of $29 million (or $0.02 per share), due primarily to tax expense associated with a tax basis adjustment related to our investment in ABI.
• In the third quarter and first nine months of 2022, we recorded income tax items of $42 million (or $0.02 per share) and $33 million (or $0.02 per share), respectively, due primarily to tax benefits associated with the release of a valuation allowance related to our prior Cronos warrant, partially offset by tax expense for tax reserves related to the disallowance of certain state tax credits.

SMOKEABLE PRODUCTS

Revenues and OCI

Third Quarter

• Net revenues decreased 5.3%, primarily driven by lower shipment volume and higher promotional investments, partially offset by higher pricing. Revenues net of excise taxes decreased 3.7%.
• Reported OCI decreased 1.7%, primarily driven by lower shipment volume, higher promotional investments and higher costs, partially offset by higher pricing and NPM Adjustment Items in 2023.
• Adjusted OCI decreased 2.5%, primarily driven by lower shipment volume, higher promotional investments and higher costs, partially offset by higher pricing. Adjusted OCI margins increased by 0.7 percentage points to 59.6%.

First Nine Months

• Net revenues decreased 3.2%, primarily driven by lower shipment volume and higher promotional investments, partially offset by higher pricing. Revenues net of excise taxes decreased 1.4%.
• Reported OCI decreased 0.2%, primarily driven by lower shipment volume, higher promotional investments, higher per unit settlement charges, higher costs and lower NPM Adjustment Items, partially offset by higher pricing.
• Adjusted OCI increased 0.2%, primarily driven by higher pricing, partially offset by lower shipment volume, higher promotional investments, higher per unit settlement charges and higher costs. Adjusted OCI margins increased by 0.9 percentage points to 60.1%.

¹ Reported and adjusted OCI margins are calculated as reported and adjusted OCI, respectively, divided by revenues net of excise taxes.

Shipment Volume

Third Quarter

• Smokeable products segment reported domestic cigarette shipment volume decreased 11.6%, primarily driven by the industry’s decline rate (impacted by macroeconomic pressures on ATC disposable income and the growth of illicit e-vapor products), retail share losses, calendar differences and trade inventory movements.
• When adjusted for calendar differences and trade inventory movements, smokeable products segment domestic cigarette shipment volume decreased by an estimated 10%.
• When adjusted for trade inventory movements, calendar differences and other factors, total estimated domestic cigarette industry volume decreased by an estimated 8%.
• Reported cigar shipment volume increased 2.7%.

First Nine Months

• Smokeable products segment reported and adjusted domestic cigarette shipment volume decreased 10.5%, primarily driven by the industry’s decline rate (impacted by macroeconomic pressures on ATC disposable income and the growth of illicit e-vapor products) and retail share losses.
• When adjusted for trade inventory movements and other factors, total estimated domestic cigarette industry volume decreased by an estimated 8%.
• Reported cigar shipment volume increased 4.2%.

Note: Cigarettes volume includes units sold as well as promotional units but excludes units sold for distribution to Puerto Rico, U.S. Territories to overseas military and by Philip Morris Duty Free Inc., none of which, individually or in the aggregate, is material to our smokeable products segment.

Retail Share and Brand Activity

Third Quarter

• Marlboro retail share of the total cigarette category was 42.3%, a decrease of 0.3 share points versus the prior year, primarily due to increased macroeconomic pressures on ATC disposable income and increased competitive activity. Marlboro retail share increased 0.3 share points from the second quarter of 2023 (Marlboro retail share for the second quarter of 2023 was revised to 42.0 from 42.1, based upon the most recent periodic data refresh from Circana). Additionally, Marlboro share of the premium segment was 58.9%, an increase of 0.4 share points versus the prior year and 0.3 share points sequentially.
• The cigarette industry discount retail share was 28.2%, an increase of 1.1 share points versus the prior year primarily due to the ATC factors mentioned above. Cigarette industry discount retail share was unchanged from the first and second quarter of 2023.

First Nine Months

• Marlboro retail share of the total cigarette category was 42.1%, a decrease of 0.6 share points versus the prior year primarily due to increased macroeconomic pressures on ATC disposable income and increased competitive activity.
• The cigarette industry discount retail share was 28.2%, an increase of 1.6 share points versus the prior year due to the ATC factors mentioned above.

Note: Retail share results for cigarettes are based on data from Circana, Inc. and Circana Group, L.P. (“Circana”) as well as, MSAi. Circana is a newly formed company reflecting the recent merger of IRI and NPD Group, Inc. Circana maintains a blended retail service that uses a sample of stores and certain wholesale shipments to project market share and depict share trends. Similar to prior reporting, this service tracks sales in the food, drug, mass merchandisers, convenience, military, dollar store and club trade classes. For other trade classes selling cigarettes, retail share is based on shipments from wholesalers to retailers through the Store Tracking Analytical Reporting System (“STARS”), as provided by MSAi. This service is not designed to capture sales through other channels, including the internet, direct mail and some illicitly tax-advantaged outlets. It is retail services’ standard practice to periodically refresh their retail scan services, which could restate retail share results that were previously released in these services.

ORAL TOBACCO PRODUCTS

Revenues and OCI

Third Quarter

• Net revenues increased 2.2%, primarily driven by higher pricing and lower promotional investments, partially offset by lower MST shipment volume and a higher percentage of on! shipment volume relative to MST versus the prior year (mix change). Revenues net of excise taxes increased 2.7%.
• Reported and adjusted OCI increased 7.1%, primarily driven by higher pricing, lower costs and lower promotional investments, partially offset by lower MST shipment volume and mix change. Adjusted OCI margins increased by 2.9 percentage points to 69.3%.

First Nine Months

• Net revenues increased 2.3%, primarily driven by higher pricing, partially offset by lower MST shipment volume, mix change and higher promotional investments. Revenues net of excise taxes increased 2.7%.
• Reported and adjusted OCI increased 4.1%, primarily driven by higher pricing and lower costs, partially offset by lower MST shipment volume, mix change and higher promotional investments. Adjusted OCI margins increased by 0.9 percentage points to 68.9%.

¹ Reported and adjusted OCI margins are calculated as reported and adjusted OCI, respectively, divided by revenues net of excise taxes.

Shipment Volume

Third Quarter

• Oral tobacco products segment reported domestic shipment volume decreased 3.3%, primarily driven by retail share losses in MST and calendar differences, partially offset by the industry’s growth rate and other factors. When adjusted for calendar differences, oral tobacco products segment shipment volume decreased by an estimated 2%.

First Nine Months

• Oral tobacco products segment reported domestic shipment volume decreased 2.3%, primarily driven by retail share losses in MST, partially offset by the industry’s growth rate, calendar differences, trade inventory movements and other factors. When adjusted for calendar differences and trade inventory movements, oral tobacco products segment shipment volume decreased by an estimated 2.5%.
• Total oral tobacco industry volume increased by an estimated 5% for the six months ended September 30, 2023, primarily driven by growth in oral nicotine pouches, partially offset by declines in MST volumes.

Note: Volume includes cans and packs sold, as well as promotional units, but excludes international volume, which is currently not material to our oral tobacco products segment. New types of oral tobacco products, as well as new packaging configurations of existing oral tobacco products, may or may not be equivalent to existing MST products on a can-for-can basis. To calculate volumes of cans and packs shipped, one pack of snus or one can of oral nicotine pouches, irrespective of the number of pouches in the pack, is assumed to be equivalent to one can of MST.

Retail Share and Brand Activity

Third Quarter

• Oral tobacco products segment retail share was 42.1%, as share declines for MST products were primarily driven by the category share growth of oral nicotine pouches.
• Total U.S. oral tobacco category share for on! nicotine pouches was 6.9%, an increase of 1.7 percentage points versus the prior year, and was stable sequentially.
• The U.S. nicotine pouch category grew to 32.3% of the U.S. oral tobacco category, an increase of 9.8 share points versus the prior year. In addition, on!’s share of the nicotine pouch category was 21.4%.

First Nine Months

• Oral tobacco products segment retail share was 43.7%, as share declines for MST products were primarily driven by the category share growth of oral nicotine pouches.
• Total U.S. oral tobacco category share for on! nicotine pouches was 6.8%, an increase of 2.1 percentage points.

Note: Our oral tobacco products segment’s retail share results exclude international volume. Retail share results for oral tobacco products are based on data from Circana, a tracking service that uses a sample of stores to project market share and depict share trends. This service tracks sales in the food, drug, mass merchandisers, convenience, military, dollar store and club trade classes on the number of cans and packs sold. Oral tobacco products are defined by Circana as moist smokeless, snus and oral nicotine pouches. New types of oral tobacco products, as well as new packaging configurations of existing oral tobacco products, may or may not be equivalent to existing MST products on a can-for-can basis. For example, one pack of snus or one can of oral nicotine pouches, irrespective of the number of pouches in the pack, is assumed to be equivalent to one can of MST. Because this service represents retail share performance only in key trade channels, it should not be considered a precise measurement of actual retail share. It is retail services’ standard practice to periodically refresh their retail scan services, which could restate retail share results that were previously released in these services.

Altria’s Profile

We have a leading portfolio of tobacco products for U.S. tobacco consumers age 21+. Our Vision is to responsibly lead the transition of adult smokers to a smoke-free future (Vision). We are Moving Beyond Smoking™, leading the way in moving adult smokers away from cigarettes by taking action to transition millions to potentially less harmful choices - believing it is a substantial opportunity for adult tobacco consumers, our businesses and society.

Our wholly owned subsidiaries include leading manufacturers of both combustible and smoke-free products. In combustibles, we own Philip Morris USA Inc. (PM USA), the most profitable U.S. cigarette manufacturer, and John Middleton Co. (Middleton), a leading U.S. cigar manufacturer. Our smoke-free portfolio includes ownership of U.S. Smokeless Tobacco Company LLC (USSTC), the leading global moist smokeless tobacco (MST) manufacturer, Helix Innovations LLC (Helix), a leading manufacturer of oral nicotine pouches, and NJOY, LLC (NJOY), 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.

Additionally, we have a majority-owned joint venture, Horizon Innovations LLC (Horizon), for the U.S. marketing and commercialization of heated tobacco stick products and, through a separate agreement, we have the exclusive U.S. commercialization rights to the IQOS Tobacco Heating System® and Marlboro HeatSticks® through April 2024.

Our equity investments include Anheuser-Busch InBev SA/NV (ABI), the world’s largest brewer, and Cronos Group Inc. (Cronos), a leading Canadian cannabinoid company.

The brand portfolios of our operating companies include Marlboro®, Black & Mild®, Copenhagen®, Skoal®, on!® and NJOY®. Trademarks related to Altria referenced in this release are the property of Altria or our subsidiaries or are used with permission.

Learn more about Altria at www.altria.com and follow us on X (formerly known as Twitter), Facebook and LinkedIn.

Basis of Presentation

We report our financial results in accordance with GAAP. Our management reviews OCI, which is defined as operating income before general corporate expenses and amortization of intangibles, to evaluate the performance of, and allocate resources to, our segments. Our management also reviews certain financial results, including OCI, OCI margins and diluted EPS, on an adjusted basis, which excludes certain income and expense items, including those items noted under “2023 Full-Year Guidance.” Our management does not view any of these special items to be part of our underlying results as they may be highly variable, may be unusual or infrequent, are difficult to predict and can distort underlying business trends and results. Our management also reviews income tax rates on an adjusted basis. Our adjusted effective tax rate may exclude certain income tax items from our reported effective tax rate. Our management believes that adjusted financial measures provide useful additional insight into underlying business trends and results, and provide a more meaningful comparison of year-over-year results. Our management uses adjusted financial measures for planning, forecasting and evaluating business and financial performance, including allocating resources and evaluating results relative to employee compensation targets. These adjusted financial measures are not required by, or calculated in accordance with, GAAP and may not be calculated the same as similarly titled measures used by other companies. These adjusted financial measures should thus be considered as supplemental in nature and not considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. We provide reconciliations of historical adjusted financial measures to corresponding GAAP measures in this release.

We use the equity method of accounting for our investment in ABI and Cronos and report our share of ABI’s and Cronos’s results using a one-quarter lag because ABI’s and Cronos’s results are not available in time for us to record them in the concurrent period. The one-quarter reporting lag for ABI and Cronos does not affect our cash flows. We accounted for our former investment in the equity securities of JUUL at fair value.

Our reportable segments are (i) smokeable products, including combustible cigarettes and cigars manufactured and sold by PM USA and Middleton, respectively, and (ii) oral tobacco products, including MST and snus products manufactured and sold by USSTC, and oral nicotine pouches sold by Helix. We have included results for NJOY, Helix rest-of-world, the IQOS Tobacco Heating System® and Philip Morris Capital Corporation (prior to the completion of its wind-down at the end of 2022) in “All Other.” Comparisons are to the corresponding prior-year period unless otherwise stated.

Forward-Looking and Cautionary Statements

This release contains projections of future results and other forward-looking statements that are subject to a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.

Important factors that may cause actual results to differ materially from those contained in the forward-looking statements included in this release are described in our publicly filed reports, including our Annual Report on Form 10-K for the year ended December 31, 2022 and our Quarterly Reports on Form 10-Q. These factors include the following:

• our inability to anticipate and respond to changes in adult tobacco consumer preferences and purchase behavior;

• our inability to compete effectively;

• the growth of the e-vapor category, including illegal flavored disposable e-vapor products, and other innovative tobacco products, including oral nicotine pouches, contributing to reductions in cigarette and MST consumption levels and shipment volume;

• our failure to commercialize innovative products, including tobacco products that may reduce health risks relative to other tobacco products and appeal to adult tobacco consumers;

• changes, including in macroeconomic and geopolitical conditions (including inflation), that result in shifts in adult tobacco consumer disposable income and purchasing behavior, including choosing lower-priced and discount brands or products, and reductions in shipment volumes;

• unfavorable outcomes with respect to litigation proceedings or any governmental investigations;

• the risks associated with significant federal, state and local government actions, including FDA regulatory actions, and various private sector actions;

• increases in tobacco product-related taxes;

• our failure to complete or manage successfully strategic transactions, including the NJOY Transaction and other acquisitions, dispositions, joint ventures and investments in third parties, or realize the anticipated benefits of such transactions;

• significant changes in price, availability or quality of tobacco, other raw materials or component parts, including as a result of changes in macroeconomic, climate and geopolitical conditions;

• our reliance on a few significant facilities and a small number of key suppliers, distributors and distribution chain service providers and the risks associated with an extended disruption at a facility or in service by a supplier, distributor or distribution chain service provider;

• the risk that we may be required to write down intangible assets, including trademarks and goodwill, due to impairment;

• the risk that we could decide, or be required to, recall products;

• the various risks related to health epidemics and pandemics, such as the COVID-19 pandemic, and the measures that international, federal, state and local governments, agencies, law enforcement and health authorities implement to address them;

• our inability to attract and retain a highly skilled and diverse workforce due to the decreasing social acceptance of tobacco usage, tobacco control actions and other factors;

• the risks associated with the various U.S. and foreign laws and regulations to which we are subject due to our international business operations;

• the risks concerning a challenge to our tax positions, an increase in the income tax rate or other changes to federal or state tax laws;

• the risks associated with legal and regulatory requirements related to climate change and other environmental sustainability matters;

• disruption and uncertainty in the credit and capital markets, including risk of losing access to these markets;

• a downgrade or potential downgrade of our credit ratings;

• our inability to attract investors due to increasing investor expectations of our performance relating to environmental, social and governance factors;

• the failure of our, or our key service providers’ or key suppliers’, information systems to function as intended, or cyber-attacks or security breaches;

• our failure to comply with personal data protection and privacy laws;

• the risk that the expected benefits of our investment in ABI may not materialize in the expected manner or timeframe or at all, including due to macroeconomic and geopolitical conditions; foreign currency exchange rates; ABI’s business results; ABI’s share price; impairment losses on the value of our investment; our incurrence of additional tax liabilities related to our investment in ABI; and potential reductions in the number of directors that we can have appointed to the ABI board of directors; and

• the risks associated with our investment in Cronos, including legal, regulatory and reputational risks and the risk that the expected benefits of the transaction may not materialize in the expected timeframe or at all.

You should understand that it is not possible to predict or identify all factors and risks. Consequently, you should not consider the foregoing list complete. We do not undertake to update any forward-looking statement that we may make from time to time except as required by applicable law. All subsequent written and oral forward-looking statements attributable to Altria or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements referenced above.