ALTRIA GROUP, INC. (Form: 8-K, Received: 10/27/2022 07:28:53)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________________________________________________________

FORM 8-K

________________________________________________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 26, 2022

________________________________________________________________________________________________________________

ALTRIA GROUP, INC.

(Exact name of registrant as specified in its charter)

______________________________________________________________________________________________________________

Virginia

1-08940

13-3260245

(State or other jurisdiction
of incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)



6601 West Broad Street,	Richmond,	Virginia	23230
(Address of principal executive offices)			(Zip Code)

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

_______________________________________________________________________________________________________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, $0.33 1/3 par value	MO	New York Stock Exchange
1.000% Notes due 2023	MO23A	New York Stock Exchange
1.700% Notes due 2025	MO25	New York Stock Exchange
2.200% Notes due 2027	MO27	New York Stock Exchange
3.125% Notes due 2031	MO31	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


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. o

Item 2.02. Results of Operations and Financial Condition.

On October 27, 2022, Altria Group, Inc. (“Altria”) issued a press release announcing its financial results for the quarter ended September 30, 2022. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference in this Item 2.02.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in Item 2.02 of this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing or document.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Director

Altria’s Board of Directors (the “Board”) has retirement guidelines that require a director who will have attained the age of 75 as of the date of the next annual meeting of Altria’s shareholders to tender his or her written resignation to the Board at least six months prior to that annual meeting. The resignation is subject to acceptance by the Board and effective at the time specified by the Board. In accordance with the retirement guidelines, W. Leo Kiely III (age 75), a director of Altria since 2011, submitted his written resignation to the Board, and, on October 26, 2022, the Board, based on the recommendation of the Board’s Nominating, Corporate Governance and Social Responsibility Committee, accepted Mr. Kiely’s resignation effective upon completion of his current term. Mr. Kiely will serve through his current term, but will not stand for re-election to the Board at Altria’s 2023 Annual Meeting of Shareholders, which is anticipated to be held on May 18, 2023.

Election of Director

On October 26, 2022, the Board increased the size of the Board from 12 to 13 and elected Jacinto Hernandez to the Board, in each case, effective November 1, 2022. The Board also elected Mr. Hernandez to the Board’s Finance and Innovation Committees, effective November 1, 2022.

The Board affirmatively determined that Mr. Hernandez qualifies as an independent director under the New York Stock Exchange listing standards and Altria’s standards for director independence.

Mr. Hernandez will be compensated for his service on the Board pursuant to Altria’s existing compensation program for non-employee directors, which is described under “Director Compensation” in Altria’s proxy statement for its 2022 Annual Meeting of Shareholders (filed with the Securities and Exchange Commission on April 7, 2022) and is incorporated by reference in this Item 5.02.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 26, 2022, the Board, as part of a periodic review of Altria’s governance documents, approved changes to Altria’s Amended and Restated By-Laws, effective as of October 26, 2022 (as amended and restated, the “By-Laws”). The amendments, among other things:

•expand the scope of disclosures required by a shareholder seeking to bring a director nomination or other business before a meeting of shareholders (“proposing shareholder”) to include:

•any rights to dividends on Altria shares owned beneficially by the shareholder and any affiliates or associates or other parties with whom the shareholder is acting in concert (each, an “associated person”) that are separated or separable from the underlying Altria shares;

•any proportionate interest in Altria shares or any derivative instruments held, directly or indirectly, by a general or limited partnership or limited liability company or similar entity in which the shareholder or any associated person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, is the manager, managing member or, directly or indirectly, beneficially owns an interest in the manager or managing member of a limited liability company or similar entity; and

•any performance-related fees (other than an asset-based fee) that the shareholder or any associated person is entitled to based on the increase or decrease in the value of Altria shares or derivative instruments;

•expand the scope of disclosures required by a proposing shareholder seeking to bring a director nomination (“shareholder nominee”) to include:

•the name, age, business address and, if known, residence address of each shareholder nominee for whom the shareholder is proposing or intends to solicit proxies and of each shareholder nominee who would be presented for election at the annual meeting in the event of a need to change the shareholders’ original slate; and

•a representation as to whether the shareholder or any associated person intends to solicit proxies in support of director nominees other than individuals nominated by the Board (“board nominees”) in compliance with the requirements of Rule 14a-19(b) under the Exchange Act;

•clarify that, in addition to complying with the advance notice provisions in the By-Laws, each proposing shareholder and any associated person must also comply with all applicable requirements of Altria’s Articles of Incorporation, the By-Laws and state and federal law, including the Exchange Act, with respect to any such proposal or the solicitation of proxies with respect thereto;

•provide that any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white;

•provide that (a) no shareholder or associated person may solicit proxies in support of any nominees other than board nominees unless such shareholder and associated person complies with Rule 14a-19 under the Exchange Act in connection with the solicitation of such proxies, including the provision to Altria of notices required thereunder in a timely manner, and (b) if such shareholder or associated person (i) provides notice pursuant to Rule 14a-19(b) under the Exchange Act and (ii) subsequently fails to comply with any of the requirements of Rule 14a-19 under the Exchange Act, then Altria will disregard any proxies or votes solicited for such shareholder’s nominees;

•provide that, if any shareholder or associated person provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such shareholder or associated person must deliver to Altria, upon its request, reasonable evidence that such shareholder or associated person has met the requirements of Rule 14a-19 under the Exchange Act no later than five business days prior to the applicable meeting;

•require shareholder nominees and board nominees to provide any additional information necessary to permit the Board to determine the nominee’s independence;

•provide that if Altria increases the number of directors to be elected to the Board and does not make a public announcement naming all of the nominees for director or specifying the size of the increased Board at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a shareholder’s notice required by the By-Laws will also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to Altria’s secretary not later than the close of business on the tenth day following the day on which the public announcement naming all nominees or specifying the size of the increased Board is first made by Altria; and

•make various other updates, including clarifying, ministerial and conforming changes.

The foregoing description of amendments to the By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-Laws, a copy of which is attached as Exhibit 3.1 and is incorporated by reference in this Item 5.03.

Item 7.01. Regulation FD Disclosure.

On October 27, 2022, in connection with Mr. Kiely’s retirement from the Board and Mr. Hernandez’s election to the Board, Altria issued a press release, a copy of which is attached as Exhibit 99.2 and is incorporated by reference in this Item 7.01.

Also on October 27, 2022, Altria issued a press release announcing an expanded heated tobacco portfolio through a new joint venture with Japan Tobacco Inc. (“JT”) for the U.S. marketing and commercialization of heated tobacco stick (“HTS”) products and providing updates on its wholly owned heated tobacco product development. A copy of the press release is attached as Exhibit 99.3 and is incorporated by reference in this Item 7.01.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibits 99.2 and 99.3, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, as amended, or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any filing or other document pursuant to the Securities Act, except as shall be expressly set forth by specific reference in such filing or document.

Item 8.01. Other Events.

On October 26, 2022, Altria, through its Philip Morris USA Inc. (“PM USA”) subsidiary, entered into a joint venture with JTI (US) Holding, Inc. (“JTIUH”), a subsidiary of JT, for the U.S. marketing and commercialization of HTS products, which are defined in the joint venture agreement as products that include both (i) a tobacco heating device intended to heat the consumable without combusting and (ii) a consumable that meets the definition of a cigarette under the U.S. Federal Cigarette Labeling and Advertising Act. The joint venture is structured to exist in perpetuity and forms the Horizon Innovations LLC (“Horizon”) entity, which is responsible for the U.S. commercialization of current and future HTS products owned by either party. Upon pre-market tobacco application authorization, Horizon will become the exclusive entity through which the parties market and commercialize HTS products in the U.S. The parties expect to jointly prepare U.S. Food and Drug Administration filings for the latest version of Ploom HTS products. Upon pre-market tobacco application authorization of Ploom HTS products, JTIUH will supply Ploom HTS devices and PM USA will manufacture Marlboro HTS consumables for U.S. commercialization.

PM USA holds a 75% economic interest in Horizon, with JTIUH having a 25% economic interest. Horizon is governed by a board of managers comprised of four individuals designated by PM USA and three individuals designated by JTIUH. Both PM USA and JTIUH are also entitled to designate up to three board observers.

PM USA is responsible for making an initial $150 million in capital contributions to Horizon as charges are incurred. Any additional capital contributions made to Horizon after the initial $150 million will be split according to economic ownership. The parties have agreed to commercialization milestones for Horizon, which include distribution requirements and minimum levels of cumulative marketing investment. The parties will both maintain independent ownership of their respective intellectual property, including any intellectual property acquired that supports the development of future HTS products.

This Current Report on Form 8-K contains certain forward-looking statements with respect to the joint venture with JT for the marketing and commercialization of HTS products in the U.S., which are subject to various risks and uncertainties. These forward-looking statements relate to, among other things, the perpetual nature of the joint venture. Factors that may cause actual results to differ include risks relating to Altria’s ability to realize the expected benefits of the transactions and future partnerships in the expected manner or timeframe, if at all, prevailing economic, market, regulatory or business conditions, or changes in such conditions, negatively affecting the parties or their plans for future collaboration and partnerships, the outcome of any legal proceedings or investigations that may be instituted against the parties or others related to the transaction, the ability of Altria and JT to enter into future partnerships on terms acceptable to both parties and in the expected manner or timeframe, if at all. Other risk factors are detailed from time to time in Altria’s quarterly reports on Form 10-Q and most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission. These forward-looking statements speak only as of the date of this Current Report on Form 8-K. Altria assumes no obligation to provide any revisions to, or update, any projections and forward-looking statements contained in this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.


(d)	Exhibits

	3.1	Amended and Restated By-Laws of Altria Group, Inc. (effective as of October 26 , 2022)
	99.1	Altria Group, Inc. Press Release, dated October 27, 2022 (furnished under Item 2.02)
	99.2	Altria Group, Inc. Press Release, dated October 27 , 2022 (furnished under Item 7.01)
	99.3	Altria Group, Inc. Press Release, dated October 27 , 2022 (furnished under Item 7.01)
	104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			ALTRIA GROUP, INC.

			By:			/s/ W. HILDEBRANDT SURGNER, JR.
			Name:			W. Hildebrandt Surgner, Jr.
			Title:			Vice President, Corporate Secretary and
						Associate General Counsel

DATE: October 27, 2022

Exhibit 3.1

AMENDED AND RESTATED

BY-LAWS

ALTRIA GROUP, INC.

(as of October 26, 2022)

ARTICLE I

Meetings of Shareholders

Section 1. Annual Meetings. - The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting, and any postponement or adjournment thereof, shall be held on such date and at such time as the Board of Directors may in its discretion determine.

Section 2. Special Meetings. - Unless otherwise provided by law, special meetings of the shareholders may be called by the chair of the Board of Directors or by order of the Board of Directors.

Section 3. Place of Meetings. - All meetings of the shareholders shall be held at such places or, in the case of virtual-only meetings, at no physical place but solely by means of remote communication, in each case, as the Board of Directors may in its discretion determine.

Section 4. Notice of Meetings. - Notice, stating the place (if any), day and hour and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than 10 nor more than 60 days before the date of the meeting (except as a different time is specified herein or by law), to each shareholder of record having voting power in respect of the business to be transacted thereat.

Notice of a shareholders’ meeting to act on an amendment of the Articles of Incorporation, a plan of merger, share exchange, domestication or entity conversion, a proposed sale of the Corporation’s assets that requires shareholder approval or the dissolution of the Corporation shall be given not less than 25 nor more than 60 days before the date of the meeting and shall be accompanied, as appropriate, by a copy of the proposed amendment, plan of merger, share exchange, domestication or entity conversion or sale of assets agreement.

Section 5. Quorum and Vote Required. - At all meetings of the shareholders, unless a greater number or voting by classes is required by law, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum. If a quorum is present, action on a matter is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless the vote of a greater number or voting by classes is required by law or the Articles of Incorporation, and except that in an election of directors subject to Article II, Section 4(b) hereof, those receiving the greatest number of votes shall be deemed elected even though not receiving a majority. Less than a quorum may adjourn a meeting.

Section 6. Organization and Order of Business. - At all meetings of the shareholders, the chair of the Board of Directors or, in the chair’s absence, the presiding director (if any) or, in the absence of the presiding director (if any), the chief executive officer shall act as chair of the meeting. In the absence of the foregoing persons or, if present, with their consent, a majority of the shares present and entitled to vote at such meeting may appoint any person to act as chair. The secretary of the Corporation or, in the secretary’s absence, an assistant secretary of the Corporation, shall act as secretary at each meeting of the shareholders. In the event that neither the secretary nor any assistant secretary is present, the chair of the meeting may appoint any person to act as secretary of the meeting.

The chair of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the dismissal of business not properly presented, the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof and the opening and closing of the voting polls, and the authority to recess or adjourn the meeting.

At each annual meeting of shareholders, only such business shall be conducted as shall have been properly brought before the meeting (a) by or at the direction of the Board of Directors or (b) by any shareholder of the Corporation who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this Section 6. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the secretary of the Corporation. To be timely, a shareholder’s notice must be given, either by personal delivery or by United States certified mail, postage prepaid, addressed to the secretary of the Corporation and received at the principal executive offices of the Corporation (i) not less than 120 days nor more than 150 days before the first anniversary of the date of the Corporation’s proxy statement in connection with the previous year’s annual meeting of shareholders or (ii) if no annual meeting was held in the previous year or the date of the applicable annual meeting has been changed by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, not less than 60 days before the date of the applicable annual meeting. A shareholder’s notice shall set forth as to each matter the shareholder proposes to bring before the annual meeting: (a) a brief description of the business desired to be brought before the annual meeting, including the complete text of any resolutions to be presented at the annual meeting (including the text of any proposed amendment to these By-Laws in the event that such business includes a proposal to amend these By-Laws), and the reasons for conducting such business at the annual meeting, (b) the name and address, as they appear on the Corporation’s stock transfer books, of such shareholder proposing such business, the name and address of any beneficial owner on whose behalf the proposal is being made and the name and address of any of their respective affiliates or associates or other parties with whom such shareholder or such beneficial owner is acting in concert (each, an “Associated Person”), (c) a representation that such shareholder is a shareholder of record and intends to appear in person or by proxy at such meeting to bring the business before the meeting specified in the notice, (d) the class and number of shares of stock of the Corporation owned (directly or indirectly) beneficially and of record by the shareholder and any beneficial owner on whose behalf the

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proposal is being made, and any Associated Person, (e) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the shareholder’s notice by, or on behalf of, such shareholder and such beneficial owner, and any Associated Person, whether or not such instrument or right shall be subject to settlement in an underlying class of stock of the Corporation (collectively, “Derivative Instruments”), the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such shareholder or such beneficial owner, or any Associated Person, with respect to shares of stock of the Corporation, or relates to the acquisition or disposition of any shares of stock of the Corporation, (f) any proxy (other than a revocable proxy given in response to a solicitation statement filed pursuant to, and in accordance with, Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), voting trust, voting agreement or similar contract, arrangement, agreement or understanding pursuant to which the shareholder and any beneficial owner on whose behalf the proposal is being made, or any Associated Person, has a right to vote or direct the voting of any of the Corporation’s securities, (g) any rights to dividends on the shares of the Corporation owned beneficially by the shareholder and any Associated Person that are separated or separable from the underlying shares of the Corporation, (h) any proportionate interest in shares of the Corporation or any Derivative Instruments held, directly or indirectly, by a general or limited partnership or limited liability company or similar entity in which the shareholder or any Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, is the manager, managing member or, directly or indirectly, beneficially owns an interest in the manager or managing member of a limited liability company or similar entity, (i) any performance-related fees (other than an asset-based fee) that the shareholder or any Associated Person is entitled to based on the increase or decrease in the value of shares of the Corporation or Derivative Instruments, (j) any material interest of the shareholder and any beneficial owner on whose behalf the proposal is being made, and any Associated Person, in such business and (k) any other information as reasonably requested by the Corporation. The shareholder shall (1) notify the Corporation of any inaccuracy or change (within two business days of becoming aware of such inaccuracy or change) in any information previously provided to the Corporation pursuant to this Section 6 and (2) promptly update and supplement information previously provided to the Corporation pursuant to this Section 6, if necessary, so that the information provided or required to be provided shall be true and complete (y) as of the voting record date for the annual meeting of shareholders and (z) as of the date that is 10 days prior to the annual meeting of shareholders or any adjournment or postponement thereof, and such update and supplement shall be delivered to the secretary of the Corporation at the Corporation’s principal executive offices. The immediately foregoing provisions shall not be construed to extend any applicable deadlines hereunder, enable a shareholder to change the business proposed for the meeting after the advance notice deadlines hereunder have expired or limit the Corporation’s rights with respect to any inaccuracies or other deficiencies in notices provided by a shareholder. Unless otherwise required by law, if the shareholder (or a qualified representative of the shareholder) does not appear at the meeting of shareholders to present such business, such proposal shall be disregarded and such business shall not be transacted, notwithstanding that the Corporation may have received proxies in respect of such vote.

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In addition to the other requirements of this Section 6 with respect to any business proposed by a shareholder to be made at a meeting, each shareholder, any beneficial owner on whose behalf the proposal is being made and any Associated Person shall also comply with all applicable requirements of the Articles of Incorporation, these By-Laws and state and federal law, including the Exchange Act, with respect to any such proposal or the solicitation of proxies with respect thereto.

Notwithstanding anything in the By-Laws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 6. The chair of an annual meeting shall, if the facts warrant, determine that the business was not brought before the meeting in accordance with the procedures prescribed by this Section 6. If the chair should so determine, he or she shall so declare to the meeting, and the business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Section 6, a shareholder seeking to have a proposal included in the Corporation’s proxy statement shall, in order to do so, comply with the requirements of Regulation 14A under the Exchange Act (including, but not limited to, Rule 14a-8 or its successor provision).

The secretary of the Corporation shall deliver each such shareholder’s notice that has been timely received to the Board of Directors or a committee designated by the Board of Directors for review.

Section 7. Voting. - A shareholder may vote his or her shares in person or by proxy. Any proxy shall be delivered to the secretary of the meeting or to the inspector of election appointed in accordance with Section 9 hereof at or prior to the time designated by the chair of the meeting or in the order of business for so delivering such proxies. No proxy shall be valid after eleven months from its date, unless otherwise provided in the proxy. Each holder of record of stock of any class shall, as to all matters in respect of which stock of such class has voting power, be entitled to such vote as is provided in the Articles of Incorporation for each share of stock of such class standing in the holder’s name on the books of the Corporation as of the voting record date for the meeting of shareholders. Unless required by statute or determined by the chair to be advisable, the vote on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the shareholder voting or by such shareholder’s proxy, if there be such proxy.

Section 8. Proxies. - A shareholder or a shareholder’s duly authorized agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission. For purposes of these By-Laws, “electronic transmission” has the meaning assigned to it in §13.1-603 of the Virginia Stock Corporation Act (or any successor provision). An electronic transmission shall contain or be accompanied by information from which one can determine that the shareholder, the shareholder’s duly authorized agent or the shareholder’s duly authorized attorney-in-fact authorized the transmission. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this Section 8 may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. Any

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shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors.

Section 9. Inspectors. - At all meetings of the shareholders, the proxies shall be received and taken in charge, all ballots shall be received and counted and all questions concerning the qualifications of voters, the validity of proxies, and the acceptance or rejection of votes shall be decided, by two or more inspectors. Such inspectors shall be appointed by the Corporation or by the chair of the meeting. They shall be sworn faithfully to perform their duties and shall in writing certify to the returns. No candidate for election as director shall be appointed or act as inspector.

ARTICLE II

Board of Directors

Section 1. General Powers. - The business and affairs of the Corporation shall be managed under the direction of the Board of Directors.

Section 2. Number. - The number of directors shall be determined from time to time by resolution of the Board of Directors.

Section 3. Term of Office. - Each director shall serve for the term for which he or she shall have been elected and until a successor shall have been duly elected and qualified.

Section 4. Nomination and Election of Directors.

(a) Except as provided in subsection (b) of this Section 4, each director shall be elected by a vote of the majority of the votes cast with respect to that director-nominee’s election at a meeting for the election of directors at which a quorum is present. For purposes of this Section 4, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of shares voted “against” that director.

(b) This subsection (b) (and not subsection (a)) shall apply to any election of directors if, as of the Determination Date (defined below), there are more nominees for election than the number of directors to be elected, one or more of whom are properly proposed by shareholders. A nominee for director in an election to which this subsection (b) applies shall be elected by a plurality of the votes cast in such election. The “Determination Date” is the last applicable day on which a shareholder may give notice of a nomination of a director pursuant to subsection (c) of this Section 4.

(c) No person shall be eligible for election as a director unless nominated in accordance with the procedures set forth in this Section 4. Nominations of persons for election to the Board of Directors may be made by the Board of Directors or any committee designated by the Board of Directors (a “Board Nominee”) or by any shareholder entitled to vote for the election of directors at the applicable meeting of shareholders who complies with the notice

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procedures set forth in this Section 4 (a “Shareholder Nominee”). Such nominations, other than those made by the Board of Directors or any committee designated by the Board of Directors, may be made only if written notice of a shareholder’s intent to nominate one or more persons for election as directors at the applicable meeting of shareholders has been given, either by personal delivery or by United States certified mail, postage prepaid, addressed to the secretary of the Corporation and received at the principal executive offices of the Corporation (i) not less than 120 days nor more than 150 days before the first anniversary of the date of the Corporation’s proxy statement in connection with the previous year’s annual meeting of shareholders or (ii) if no annual meeting was held in the previous year or the date of the applicable annual meeting has been changed by more than 30 days from the date contemplated at the time of the previous year’s proxy statement, not less than 60 days before the date of the applicable annual meeting, or (iii) with respect to any special meeting of shareholders called for the election of directors, not later than the close of business on the seventh day following the date on which notice of such meeting is first given to shareholders. Each such shareholder’s notice shall set forth (a) the name and address, as they appear on the Corporation’s stock transfer books, of the shareholder giving the notice, the name and address of any beneficial owner on whose behalf the nomination is being made and the name and address of any Associated Person, (b) a representation that such shareholder is a shareholder of record and intends to appear in person or by proxy at such meeting to nominate the person or persons specified in the notice, (c) the class and number of shares of stock of the Corporation owned (directly or indirectly) beneficially and of record by such shareholder and any beneficial owner on whose behalf the notice is given and any Associated Person, (d) a description of any Derivative Instrument that has been entered into as of the date of the shareholder’s notice by, or on behalf of, such shareholder and such beneficial owner, and any Associated Person, whether or not such instrument or right shall be subject to settlement in an underlying class of stock of the Corporation, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such shareholder or such beneficial owner, or any Associated Person, with respect to shares of stock of the Corporation, or relates to the acquisition or disposition of any shares of stock of the Corporation, (e) any proxy (other than a revocable proxy given in response to a solicitation statement filed pursuant to, and in accordance with, Section 14(a) of the Exchange Act), voting trust, voting agreement or similar contract, arrangement, agreement or understanding pursuant to which the shareholder and any beneficial owner on whose behalf the nomination is being made, or any Associated Person, has a right to vote or direct the voting of any of the Corporation’s securities, (f) any rights to dividends on the shares of the Corporation owned beneficially by the shareholder and any Associated Person that are separated or separable from the underlying shares of the Corporation, (g) any proportionate interest in shares of the Corporation or any Derivative Instruments held, directly or indirectly, by a general or limited partnership or limited liability company or similar entity in which the shareholder or any Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, is the manager, managing member or, directly or indirectly, beneficially owns an interest in the manager or managing member of a limited liability company or similar entity, (h) any performance-related fees (other than an asset-based fee) that the shareholder or any Associated Person is entitled to based on the increase or decrease in the value of shares of the Corporation or Derivative Instruments, (i) a description of all agreements, arrangements and understandings between such shareholder or such beneficial owner or any Associated Person and each Shareholder Nominee with respect to such Shareholder Nominee’s service or duties as a

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nominee or director of the Corporation, including, but not limited to, any direct or indirect confidentiality, compensation, reimbursement or indemnification arrangement in connection with such Shareholder Nominee’s service or action as a nominee or director or any commitment or assurance as to how such Shareholder Nominee will act or vote on any matter, (j) the information that would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) or an amendment pursuant to Rule 13d-2(a) if such statement were required to be filed under the Exchange Act and the rules and regulations promulgated thereunder by such shareholder and any beneficial owner on whose behalf the notice is given and (k) any other information as reasonably requested by the Corporation. Each such shareholder’s notice pursuant to this Section 4(c) shall also set forth (i) the name, age, business address and, if known, residence address of each Shareholder Nominee for whom the shareholder is proposing or intends to solicit proxies and of each Shareholder Nominee who would be presented for election at the annual meeting in the event of a need to change the shareholders’ original slate, (ii) the principal occupation or employment of each Shareholder Nominee, (iii) the class and number of shares of stock of the Corporation that are owned beneficially and of record by each Shareholder Nominee, (iv) any other information relating to each Shareholder Nominee that is required to be disclosed in solicitations of proxies for election of directors or is otherwise required to be disclosed under the Virginia Stock Corporation Act or applicable listing standards of the primary exchange on which the Corporation’s capital stock is listed or by the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated under the Exchange Act, including any proxy statement filed pursuant thereto (in each case, assuming the election is contested), (v) a representation as to whether the shareholder, the beneficial owner, if any, or any Associated Person intends to solicit proxies in support of director nominees other than Board Nominees in compliance with the requirements of Rule 14a-19(b) under the Exchange Act, including a statement that the shareholder, the beneficial owner, if any, or any Associated Person intends to solicit the holders of shares representing at least 67% of the voting power of the shares entitled to vote in the election of directors, and (vi) the written consent of such Shareholder Nominee to be named in proxy statements as a nominee and to serve as a director if elected for the full term. The shareholder shall (1) notify the Corporation of any inaccuracy or change (within two business days of becoming aware of such inaccuracy or change) in any information previously provided to the Corporation pursuant to this Section 4 and (2) promptly update and supplement information previously provided to the Corporation pursuant to this Section 4, if necessary, so that the information provided or required to be provided shall be true and complete (y) as of the voting record date for the meeting and (z) as of the date that is 10 days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the secretary of the Corporation at the Corporation’s principal executive offices.

In addition to the other requirements of subsection (c) of this Section 4 with respect to any nomination proposed by a shareholder to be made at a meeting, each shareholder, any beneficial owner on whose behalf the nomination is being made and any Associated Person shall also comply with all applicable requirements of the Articles of Incorporation, these By-Laws and state and federal law, including the Exchange Act (including Rule 14a-19 thereunder), with respect to any such nomination or the solicitation of proxies with respect thereto. In addition to the other requirements of subsection (c) of this Section 4, unless otherwise required by law, (i)no shareholder, beneficial owner or Associated Person shall solicit proxies in support of any nominees other than Board Nominees unless such shareholder, beneficial owner and Associated

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Person have complied with Rule 14a-19 under the Exchange Act in connection with the solicitation of such proxies, including the provision to the Corporation of notices required thereunder in a timely manner, and (ii) if such shareholder, beneficial owner or Associated Person (1) provide notice pursuant to Rule 14a-19(b) under the Exchange Act and (2) subsequently fail to comply with any of the requirements of Rule 14a-19 under the Exchange Act, then the Corporation shall disregard any proxies or votes solicited for such shareholder’s nominees. Upon request by the Corporation, if any shareholder, beneficial owner or Associated Person provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such shareholder, beneficial owner or Associated Person shall deliver to the Corporation, no later than five business days prior to the applicable meeting, reasonable evidence that such shareholder, beneficial owner or Associated Person has met the requirements of Rule 14a-19 under the Exchange Act.

The immediately foregoing provisions shall not be construed to extend any applicable deadlines hereunder, enable a shareholder to change the person or persons specified in the notice for election as director after the advance notice deadlines hereunder have expired or limit the Corporation’s rights with respect to any inaccuracies or other deficiencies in notices provided by a shareholder. The secretary of the Corporation shall deliver each shareholder’s notice under this Section 4 that has been timely received to the Board of Directors or a committee designated by the Board of Directors for review. A Board Nominee shall, upon the request of the Board of Directors or any committee designated by the Board of Directors, furnish to the secretary of the Corporation all such information pertaining to such Board Nominee that is required to be set forth in a shareholder’s notice of nomination.

The chair of the meeting of shareholders shall, if the facts warrant, determine that a nomination was not made in accordance with the procedures prescribed by this Section 4. If the chair should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded. Unless otherwise required by law, if the shareholder (or a qualified representative of the shareholder) does not appear at the meeting of shareholders to nominate the individual set forth in the shareholder’s notice of nomination as a director, such nomination shall be disregarded, notwithstanding that the Corporation may have received proxies in respect of such vote.

(d) Subject to the terms and conditions of the By-Laws, the Corporation shall include in its proxy statement for any annual meeting of shareholders the name, together with the Required Information (as defined below), of any Shareholder Nominee identified in a timely notice (the “Notice”) that satisfies this Section 4 delivered to or mailed and received by the Corporation in accordance with subsection (c) of this Section 4 by one or more shareholders who at the time the request is delivered satisfy the ownership and other requirements of this subsection (d) (such shareholder or shareholders, and any Associated Person of such shareholder or shareholders, the “Eligible Shareholder”), and who expressly elects as a part of providing the notice required by subsection (c) of this Section 4 to have its nominee included in the Corporation’s proxy materials pursuant to this subsection (d).

1. For purposes of this subsection (d), the “Required Information” that the Corporation shall include in its proxy statement is (i) the information concerning the

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Shareholder Nominee and the Eligible Shareholder that, as determined by the Corporation, is required to be disclosed in a proxy statement filed pursuant to the proxy rules of the SEC, and (ii) if the Eligible Shareholder so elects, a Statement (as defined below). For the avoidance of doubt, and notwithstanding anything in the By-Laws to the contrary, the Corporation may in its sole discretion solicit against, and include in the proxy statement its own statements or other information relating to, any Eligible Shareholder and/or Shareholder Nominee, including any information provided to the Corporation with respect to the foregoing.

2. The number of Shareholder Nominees (including (i) any Shareholder Nominees elected to the Board of Directors at either of the two preceding annual meetings who are standing for reelection plus (ii) any Shareholder Nominees that were submitted by an Eligible Shareholder for inclusion in the Corporation’s proxy materials pursuant to this subsection (d) but either are subsequently withdrawn or that become Board Nominees) appearing in the Corporation’s proxy materials with respect to an annual meeting of shareholders shall not exceed the greater of (A) two Shareholder Nominees and (B) 20% of the number of directors in office as of the last day on which notice of a nomination may be delivered pursuant to subsection (c) of this Section 4 (the “Final Proxy Access Nomination Date”), or if such amount is not a whole number, the closest whole number below 20% (the “Permitted Number”); provided, however, that in the event that one or more vacancies for any reason occurs on the Board of Directors at any time after the Final Proxy Access Nomination Date and before the date of the applicable annual meeting of shareholders and the Board of Directors resolves to reduce the size of the Board of Directors in connection therewith, the Permitted Number shall be calculated based on the number of directors in office as so reduced. In the event that the number of Shareholder Nominees submitted by Eligible Shareholders pursuant to this subsection (d) exceeds the Permitted Number, each Eligible Shareholder shall select one Shareholder Nominee for inclusion in the Corporation’s proxy materials until the Permitted Number is reached, with the selection going in the order of the amount (largest to smallest) of shares of the Corporation’s stock eligible to vote in the election of directors each Eligible Shareholder disclosed as owned in the written notice of the nomination submitted to the Corporation. If the Permitted Number is not reached after each Eligible Shareholder has selected one Shareholder Nominee, this selection process shall continue as many times as necessary, following the same order each time, until the Permitted Number is reached.

3. An Eligible Shareholder must have owned (as defined below) 3% or more of the outstanding shares of the Corporation’s stock eligible to vote in the election of directors continuously for at least three years (the “Required Shares”) as of both the date the Notice is delivered to or mailed and received by the Corporation in accordance with subsection (c) of this Section 4 and the record date for determining shareholders entitled to vote at the annual meeting and must continue to own the Required Shares through the annual meeting date. For purposes of satisfying the foregoing ownership requirement under this subsection (d), (i) the shares of stock of the Corporation owned by one or more shareholders, or by the person or persons who own shares of the Corporation’s stock and on whose behalf any shareholder is acting, may be aggregated, provided that the number of shareholders and other persons whose ownership of shares is aggregated for such

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purpose shall not exceed 20, and further provided that the group of shareholders shall have provided to the secretary of the Corporation as a part of providing the Notice a written agreement executed by each of its members designating one of the members as the exclusive member to interact with the Corporation for purposes of this Section 4 on behalf of all members and authorized to act on behalf of all such members with respect to the nomination and matters related thereto, including withdrawal of the nomination, and (ii) a group of funds under common management and investment control shall be treated as one shareholder or person for this purpose. For the avoidance of doubt, Required Shares will qualify as such if and only if the beneficial owner of such shares as of the date of the Notice has itself individually beneficially owned such shares continuously for the three-year period ending on that date and through the other applicable dates referred to above (in addition to the other applicable requirements being met). Within the time period specified in subsection (c) of this Section 4 for providing the Notice, an Eligible Shareholder must provide the following information in writing to the secretary of the Corporation: (i) the information required to be provided by subsection (c) of this Section 4 (provided, however, that the Eligible Shareholder shall (A) notify the Corporation of any inaccuracy or change in such information and (B) update and supplement such information as required by subsection (c) of this Section 4 within the time periods specified therein); (ii) one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the requisite three-year holding period) verifying that, as of a date within seven calendar days prior to the date the Notice is delivered to the Corporation, the Eligible Shareholder owns, and has owned continuously for the preceding three years, the Required Shares, and the Eligible Shareholder’s agreement to provide, within five business days after the record date for the annual meeting, written statements from the record holder and intermediaries verifying the Eligible Shareholder’s continuous ownership of the Required Shares through the record date; (iii) the written consent of each Shareholder Nominee to be named in the Corporation’s proxy statement as a nominee and to serve as a director if elected; (iv) a copy of the Schedule 14N that has been filed with the SEC as required by Rule 14a-18 under the Exchange Act; (v) a representation that the Eligible Shareholder (A) acquired the Required Shares in the ordinary course of business and not with the intent to change or influence control of the Corporation, and does not presently have such intent, (B) has not nominated and will not nominate for election to the Board of Directors at the annual meeting any person other than the Shareholder Nominee(s) being nominated pursuant to this subsection (d), (C) has not engaged and will not engage in, and has not and will not be, a “participant” in another person’s “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act, in support of the election of any individual as a director at the annual meeting other than its Shareholder Nominee(s) or a Board Nominee, (D) will not distribute to any shareholder any form of proxy for the annual meeting other than the form distributed by the Corporation, (E) intends to continue to own the Required Shares through the date of the annual meeting, and (F) will provide facts, statements and other information in all communications with the Corporation and its shareholders that are or will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (vi) an undertaking that the Eligible Shareholder

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agrees to (A) assume all liability stemming from any legal or regulatory violation arising out of the Eligible Shareholder’s communications with the Corporation’s shareholders or out of the information that the Eligible Shareholder provided to the Corporation, (B) indemnify and hold harmless the Corporation and each of its directors, officers and employees individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers or employees arising out of any nomination submitted by the Eligible Shareholder pursuant to this subsection (d), (C) file with the SEC all soliciting and other materials as required under subdivision (8) of this subsection (d), and (D) comply with all other applicable laws, rules, regulations and listing standards with respect to any solicitation in connection with the annual meeting; and (vii) if the Eligible Shareholder did not submit the name(s) of the Shareholder Nominee(s) to the Nominating, Corporate Governance and Social Responsibility Committee of the Board of Directors for consideration as Board Nominee(s) prior to submitting the Notice, a brief explanation why the Eligible Shareholder elected not to do so. The inspectors of elections shall not give effect to the Eligible Shareholder’s votes with respect to the election of directors if the Eligible Shareholder does not comply with the requirements set forth in subsection (d) of this Section 4.

4. For purposes of this subsection (d), an Eligible Shareholder shall be deemed to “own” only those outstanding shares of the Corporation’s stock as to which a shareholder who is the Eligible Shareholder or is included in the group that constitutes the Eligible Shareholder possesses both (i) the full voting and investment rights pertaining to the shares and (ii) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (i) and (ii) shall not include any shares (x) sold by or on behalf of such shareholder in any transaction that has not been settled or closed, (y) borrowed by or on behalf of such shareholder for any purpose or purchased by such shareholder pursuant to an agreement to resell or (z) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by or on behalf of such shareholder whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of the Corporation’s stock, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (1) reducing in any manner, to any extent or at any time in the future, such shareholder’s full right to vote or direct the voting of any such shares, and/or (2) hedging, offsetting or altering to any degree gain or loss arising from the full economic ownership of such shares by such shareholder. An Eligible Shareholder shall “own” shares held in the name of a nominee or other intermediary so long as the shareholder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. An Eligible Shareholder’s ownership of shares shall be deemed to continue during any period in which the shareholder (A) has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement that is revocable at any time by the shareholder, or (B) has loaned such shares, provided that the Eligible Shareholder has the power to recall such loaned shares on not more than three business days’ notice. Whether outstanding shares of the Corporation’s stock are “owned” for these purposes shall be

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determined by the Board of Directors, which determination shall be conclusive and binding on the Corporation and its shareholders.

5. The Eligible Shareholder may provide to the secretary of the Corporation, within the time period specified in subsection (c) of this Section 4 for providing the Notice, a written statement for inclusion in the Corporation’s proxy statement for the annual meeting, not to exceed 500 words, in support of the Shareholder Nominee’s candidacy (the “Statement”). Notwithstanding anything to the contrary contained in this Section 4, the Corporation may omit from its proxy materials any information or Statement (or any portion thereof) that the Board of Directors, in good faith, believes (i) would violate any applicable law, rule, regulation or listing standard; (ii) is not true and correct in all material respects or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or (iii) directly or indirectly impugns the character, integrity, or personal reputation of, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation, with respect to any person.

6. The Corporation shall not be required to include, pursuant to this subsection (d), a Shareholder Nominee in its proxy materials (i) for any annual meeting for which the secretary of the Corporation receives a notice that the Eligible Shareholder or any other shareholder has nominated a Shareholder Nominee for election to the Board of Directors pursuant to the requirements of subsection (c) of this Section 4 and does not expressly elect as a part of providing the notice to have its nominee included in the Corporation’s proxy materials pursuant to this subsection (d), (ii) if the Eligible Shareholder who has nominated such Shareholder Nominee has engaged in or is currently engaged in, or has been or is a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the annual meeting other than its Shareholder Nominee(s) or a Board Nominee, (iii) who is not independent under the listing standards of the principal exchange upon which the Corporation’s stock is traded, any applicable rules of the SEC and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the Corporation’s directors, as determined by the Board of Directors, (iv) whose election as a member of the Board of Directors would cause the Corporation to be in violation of these By-Laws, the Corporation’s Articles of Incorporation, the listing standards of the principal exchange upon which the Corporation’s stock is traded, or any applicable state or federal law, rule or regulation, (v) who is or has been, within the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, (vi) who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past 10 years, (vii) who is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended, (viii) if such Shareholder Nominee or the applicable Eligible Shareholder shall have provided information to the Corporation in respect to such nomination (including, without limitation, information contained in the Statement) that was untrue in any material respect or omitted to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, as determined by the Board of Directors, or (ix) if

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the Eligible Shareholder or applicable Shareholder Nominee otherwise breaches any of its or their obligations, agreements or representations under this Section 4.

7. Notwithstanding anything to the contrary set forth herein, the chair of at the annual meeting shall have the authority to declare a nomination by an Eligible Shareholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the Corporation, if the Shareholder Nominee(s) and/or the applicable Eligible Shareholder shall have breached its or their obligations, agreements or representations under this Section 4, as determined by the Board of Directors or the chair of the annual meeting.

8. The Eligible Shareholder shall file with the SEC any solicitation or other communication with the Corporation’s shareholders relating to the annual meeting at which the Shareholder Nominee will be nominated, regardless of whether any such filing is required under Regulation 14A of the Exchange Act or whether any exemption from filing is available for such solicitation or other communication under Regulation 14A of the Exchange Act.

9. No person may be a member of more than one group of persons constituting an Eligible Shareholder, and no shares may be deemed attributed to more than one Eligible Shareholder, under this subsection (d).

10. Any Shareholder Nominee who is included in the Corporation’s proxy materials for a particular annual meeting of shareholders but withdraws from or becomes ineligible or unavailable for election at the annual meeting shall be ineligible to be a Shareholder Nominee pursuant to this subsection (d) for the next two annual meetings of shareholders following the annual meeting for which the Shareholder Nominee has been included in the Corporation’s proxy materials.

(e) In addition to the information required to be provided by shareholders pursuant to subsections (c) and (d) of this Section 4, each Shareholder Nominee and each Board Nominee shall provide to the secretary of the Corporation the following information: (i) a completed copy of the Corporation’s form of director’s questionnaire and a written consent of the Shareholder Nominee or the Board Nominee to the Corporation following such processes for evaluation of such nominee as the Corporation follows in evaluating any person being considered for nomination to the Board of Directors, as provided by the secretary; (ii) the Shareholder Nominee’s or the Board Nominee’s agreement to comply with the Corporation’s corporate governance, conflict of interest, confidentiality, share ownership and share trading policies, as provided by the secretary; (iii) written confirmation that the Shareholder Nominee or the Board Nominee (A) does not have, and will not have or enter into, any agreement, arrangement or understanding as to how he or she will vote on any matter, if elected as a director of the Corporation, and (B) is not a party to, and will not become a party to, any agreement, arrangement or understanding with any person or entity, including any direct or indirect compensation, reimbursement or indemnification arrangement with any person or entity other than the Corporation in connection with such nominee’s service or action as a director of the Corporation the terms of which have not been fully disclosed in advance to the secretary of the Corporation; (iv) written disclosure of any transactions between the shareholder and the

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Shareholder Nominee or the Board Nominee within the preceding five years; and (v) any additional information as necessary to permit the Board of Directors to determine if each Shareholder Nominee and Board Nominee is independent under applicable listing standards with respect to service on the Board of Directors or any Committee thereof, under any applicable rules of the SEC or under Section 162(m) of the Internal Revenue Code, and under any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence and qualifications of the Corporation’s directors.

(f) Notwithstanding anything in this Section 4 to the contrary, if the number of directors to be elected to the Board of Directors is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a shareholder’s notice required by these By-Laws shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which the public announcement naming all nominees or specifying the size of the increased Board of Directors is first made by the Corporation.

Section 5. Chair of the Board of Directors. - The Board of Directors shall select and appoint a chair from among the directors. The chair of the Board of Directors shall preside at meetings of the shareholders and of the Board of Directors and shall be responsible to the Board of Directors. The chair shall be a member of the executive committee if one is established by the Board of Directors. The chair shall, from time to time, report to the Board of Directors on matters within his or her knowledge that the interests of the Corporation may require be brought to its notice. The chair shall do and perform such other duties from time to time as the Board of Directors may prescribe.

Section 6. Organization. - At all meetings of the Board of Directors, the chair of the Board of Directors or, in the chair’s absence, the presiding director (if any) or, in the presiding director’s absence, the chief executive officer (if also a director), shall act as chair of the meeting. In the absence of the foregoing persons, the majority of the directors present at a meeting may appoint any director who is present at such meeting to act as chair. The secretary of the Corporation or, in the secretary’s absence, an assistant secretary of the Corporation, shall act as secretary of meetings of the Board of Directors. In the event that neither the secretary nor any assistant secretary is present at such meeting, the chair of the meeting shall appoint any person to act as secretary of the meeting.

Section 7. Vacancies. - Any vacancy occurring in the Board of Directors, including a vacancy resulting from an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors.

Section 8. Place of Meeting. - Meetings of the Board of Directors, regular or special, may be held either within or without the Commonwealth of Virginia.

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Section 9. Organizational Meeting. - The annual organizational meeting of the Board of Directors shall be held immediately following adjournment of the annual meeting of shareholders and at the same place (if any), without the requirement of any notice other than this provision of the By-Laws.

Section 10. Regular Meetings; Notice. - Regular meetings of the Board of Directors shall be held at such times and places as it may from time to time determine. Notice of such meetings need not be given if the time and place have been fixed at a previous meeting.

Section 11. Special Meetings; Notice. - Special meetings of the Board of Directors shall be held whenever called by order of the chair of the Board of Directors, the chief executive officer (if also a director), the presiding director (if any) or any two of the directors. Notice of each such meeting, which need not specify the business to be transacted thereat, shall be (a) mailed to each director, addressed to his or her residence or usual place of business, at least two days before the day on which the meeting is to be held, (b) given at least 24 hours before the time of the meeting by electronic transmission as previously consented to by the director to whom notice is given or (c) given personally or by telephone at least 24 hours before the time of the meeting.

Section 12. Waiver of Notice. - Whenever any notice is required to be given to a director of any meeting for any purpose under the provisions of law, the Articles of Incorporation or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to such notice, either before or after the time stated therein, shall be equivalent to the giving of such notice. A director’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless at the beginning of the meeting or promptly upon the director’s arrival, he or she objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 13. Quorum and Manner of Acting. - Except where otherwise provided by law, a majority of the directors fixed in accordance with these By-Laws at the time of any regular or special meeting of the Board of Directors shall constitute a quorum for the transaction of business at such meeting, and the act of a majority of the directors present at any such meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of those present may adjourn the meeting from time to time until a quorum be had. Notice of any such adjourned meeting need not be given.

Section 14. Order of Business. - At all meetings of the Board of Directors business may be transacted in such order as from time to time the Board of Directors may determine.

Section 15. Committees. - In addition to the executive committee authorized by Article III of these By-Laws, other committees, consisting of two or more directors, may be designated by the Board of Directors by a resolution adopted by the greater number of (a) a majority of all directors in office at the time the action is being taken or (b) the number of directors required to take action under Article II, Section 13 hereof. Any such committee, to the extent provided in the resolution of the Board of Directors designating the committee, shall have

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and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, except as limited by law.

Section 16. Presiding Director. - The Board of Directors may, in its discretion, appoint a presiding director. The presiding director (if any) shall preside over executive sessions of the non-management directors or independent directors of the Board of Directors and, if the chair of the Board of Directors is not present, meetings of the Board of Directors and shareholders. Other powers and responsibilities of the presiding director shall be established by the Board of Directors.

ARTICLE III

Executive Committee

Section 1. How Constituted and Powers. - The Board of Directors, by resolution adopted pursuant to Article II, Section 15 hereof, may designate, in addition to the chair of the Board of Directors and the chief executive officer (if also a director), one or more directors to constitute an executive committee, who shall serve during the pleasure of the Board of Directors. The executive committee, to the extent provided in such resolution and permitted by law, shall have and may exercise all of the authority of the Board of Directors.

Section 2. Organization, Etc. - The Board of Directors shall elect the members and the chair of the executive committee annually at its annual organizational meeting following the annual meeting of shareholders. The executive committee shall keep a record of its acts and proceedings and report the same from time to time to the Board of Directors.

Section 3. Meetings. - Meetings of the executive committee may be called by the chair of the executive committee or by two members of the committee. Notice of each such meeting, which need not specify the business to be transacted thereat, shall be (a) mailed to each member of the committee, addressed to his or her residence or usual place of business, at least two days before the day on which the meeting is to be held, (b) given at least 24 hours before the time of the meeting by an electronic transmission, as previously consented to by the director to whom notice is given or (c) given personally or by telephone at least 24 hours before the time of the meeting.

Section 4. Quorum and Manner of Acting. - A majority of the executive committee shall constitute a quorum for transaction of business, and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the executive committee. The members of the executive committee shall act only as a committee, and the individual members shall have no powers as such.

Section 5. Removal. - Any member of the executive committee may be removed, with or without cause, at any time, by the Board of Directors.

Section 6. Vacancies. - Any vacancy in the executive committee shall be filled by the Board of Directors.

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ARTICLE IV

Officers

Section 1. Officers. - The officers of the Corporation shall be a chief executive officer, a president (if elected by the Board of Directors), one or more vice chairs (if elected by the Board of Directors), a chief operating officer (if elected by the Board of Directors), one or more vice presidents (one or more of whom may be designated executive vice president or senior vice president), a treasurer, a controller, a secretary of the Corporation, one or more assistant treasurers (if elected by the Board of Directors), assistant controllers (if elected by the Board of Directors) and assistant secretaries of the Corporation (if elected by the Board of Directors) and such other officers as may from time to time be chosen by the Board of Directors. Any two or more offices may be held by the same person.

Section 2. Election and Term of Office. - All officers of the Corporation shall be chosen annually by the Board of Directors, and each officer shall hold office until a successor shall have been duly chosen or until such officer’s resignation, death or removal in the manner hereinafter provided.

Section 3. Vacancies. - If any vacancy shall occur among the officers of the Corporation, such vacancy shall be filled by the Board of Directors.

Section 4. Other Agents and Employees - Their Powers and Duties. - The Board of Directors or the chief executive officer may appoint, from time to time, such agents and employees of the Corporation as they may deem proper, and may authorize any officers to appoint and remove agents and employees. The Board of Directors or the chief executive officer may from time to time prescribe the powers and duties of such other officers, agents and employees of the Corporation.

Section 5. Removal. - Any officer, agent or employee of the Corporation may be removed, either with or without cause, by a vote of a majority of the Board of Directors or, in the case of any agent or employee not appointed by the Board of Directors, by an officer who appointed him or her or upon whom such power of removal may be conferred by the Board of Directors or the chief executive officer.

Section 6. Resignation. - Any officer may resign at any time by delivering a notice of his or her resignation to the Board of Directors or the chief executive officer. Any such resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

Section 7. Chief Executive Officer. - The chief executive officer shall be responsible for the general management and control of the business and affairs of the Corporation and shall see to it that all orders and resolutions of the Board of Directors are implemented. The chief executive officer shall, from time to time, report to the Board of Directors on matters within his or her knowledge which the interests of the Corporation may

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require be brought to its attention. The chief executive officer shall be responsible to the Board of Directors and shall do and perform such other duties as from time to time the Board of Directors may prescribe. The chief executive officer (if also a director) shall be a member of the executive committee if one is established by the Board of Directors.

Section 8. President. - The president (if any) shall be responsible to the chief executive officer. Subject to the authority of the chief executive officer, the president shall be devoted to the Corporation’s business and affairs. He or she shall, from time to time, report to the chief executive officer on matters within the president’s knowledge which the interests of the Corporation may require be brought to the chief executive officer’s attention. The president (if any) shall do and perform such other duties as from time to time the Board of Directors or the chief executive officer may prescribe.

Section 9. Vice Chairs. - Each vice chair (if any) shall be responsible to the chief executive officer. Each vice chair shall from time to time report to the chief executive officer on matters within the vice chair’s knowledge which the interests of the Corporation may require be brought to the chief executive officer’s notice.

Section 10. Chief Operating Officer. - The chief operating officer (if any) shall be responsible to the chief executive officer for the principal operating businesses of the Corporation and shall perform those duties that may from time to time be assigned.

Section 11. Vice Presidents. - The vice presidents of the Corporation shall assist the chief executive officer, the president (if any) and the vice chairs (if any) in carrying out their respective duties and shall perform those duties that may from time to time be assigned to them. The chief financial officer shall be a vice president of the Corporation (or a more senior officer) and shall be responsible for the management and supervision of the financial affairs of the Corporation.

Section 12. Treasurer. - The treasurer shall have charge of the funds, securities, receipts and disbursements of the Corporation. He or she shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such banks or trust companies or with such bankers or other depositaries as the Board of Directors may from time to time designate. The treasurer shall render to the Board of Directors, the chief executive officer, the president (if any), the vice chairs (if any) and the chief financial officer, whenever required by any of them, an account of all of his or her transactions as treasurer. If required, the treasurer shall give a bond in such sum as the Board of Directors may designate, conditioned upon the faithful performance of the duties of the treasurer’s office and the restoration to the Corporation at the expiration of his or her term of office or in case of death, resignation or removal from office, of all books, papers, vouchers, money or other property of whatever kind in his or her possession or under his or her control belonging to the Corporation. The treasurer shall perform such other duties as from time to time may be assigned to him or her.

Section 13. Assistant Treasurers. - In the absence or disability of the treasurer, one or more assistant treasurers (if any) shall perform all the duties of the treasurer and, when so acting, shall have all the powers of, and be subject to all restrictions upon, the treasurer.

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Assistant treasurers (if any) shall also perform such other duties as from time to time may be assigned to them.

Section 14. Secretary. - The secretary of the Corporation shall prepare and maintain the custody of the minutes of each meeting of the shareholders and of the Board of Directors in a book or books kept for that purpose and be responsible for authenticating records of the Corporation. He or she shall keep in safe custody the seal of the Corporation, and shall affix such seal to any instrument requiring it. The secretary shall have charge of such books and papers as the Board of Directors may direct. He or she shall attend to the giving and serving of all notices of the Corporation and shall also have such other powers and perform such other duties as pertain to the secretary’s office, or as the Board of Directors, the chief executive officer, the president (if any) or any vice chair (if any) may from time to time prescribe.

Section 15. Assistant Secretaries. - In the absence or disability of the secretary of the Corporation, one or more assistant secretaries of the Corporation (if any) shall perform all of the duties of the secretary and, when so acting, shall have all of the powers of, and be subject to all the restrictions upon, the secretary. Assistant secretaries (if any) shall also perform such other duties as from time to time may be assigned to them.

Section 16. Controller. - The controller shall be administrative head of the controller’s department and shall have primary responsibility for accounting and financial reporting. The controller shall perform such other duties as from time to time may be assigned to him or her.

Section 17. Assistant Controllers. - In the absence or disability of the controller, one or more assistant controllers (if any) shall perform all of the duties of the controller and, when so acting, shall have all of the powers of, and be subject to all the restrictions upon, the controller. Assistant controllers (if any) shall also perform such other duties as from time to time may be assigned to them.

ARTICLE V

Contracts, Checks, Drafts, Bank Accounts, Etc.

Section 1. Contracts. - The chief executive officer, the president (if any), any vice chair (if any), the chief operating officer (if any), any vice president, the treasurer, the secretary of the Corporation and such other persons as the Board of Directors or the chief executive officer may authorize shall have the power to execute any contract or other instrument on behalf of the Corporation; no other officer, agent or employee shall, unless otherwise in these By-Laws provided, have any power or authority to bind the Corporation by any contract or acknowledgement, or pledge its credit or render it liable pecuniarily for any purpose or to any amount.

Section 2. Loans. - The chief executive officer, the president (if any), any vice chair (if any), any vice president, the treasurer and such other persons as the Board of Directors or the chief executive officer may authorize shall have the power to effect loans and advances at any

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time for the Corporation from any bank, trust company or other institution, or from any corporation, firm or individual, and for such loans and advances may make, execute and deliver promissory notes or other evidences of indebtedness of the Corporation, and, as security for the payment of any and all loans, advances, indebtedness and liability of the Corporation, may pledge, hypothecate or transfer any and all stocks, securities and other personal property at any time held by the Corporation, and to that end endorse, assign and deliver the same.

Section 3. Voting of Stock Held. - The chief executive officer, the president (if any), any vice chair (if any), any vice president or the secretary of the Corporation may from time to time appoint an attorney or attorneys or agent or agents of the Corporation to cast the votes that the Corporation may be entitled to cast as a shareholder or otherwise in any other corporation, any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing to any action by any other such corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of the Corporation such written proxies, consents, waivers or other instruments as such officer may deem necessary or proper in the premises; or the chief executive officer, the president (if any), any vice chair (if any), any vice president or the secretary of the Corporation may attend in person any meeting of the holders of stock or other securities of such other corporation and thereat vote or exercise any and all powers of the Corporation as the holder of such stock or other securities of such other corporation.

ARTICLE VI

Certificates Representing Shares

Certificates representing shares of the Corporation shall be signed by the chief executive officer, the president (if any) or any vice chair (if any) and the secretary of the Corporation or an assistant secretary of the Corporation. Any and all signatures on such certificates, including signatures of officers, transfer agents and registrars, may be by facsimile. Notwithstanding the provisions of this Article VI, the Corporation may adopt a system of issuance, recordation and transfer of its shares by electronic or other means not involving any issuance of certificates, provided that, the use of such system by the Corporation is permitted by law.

ARTICLE VII

Dividends

The Board of Directors may declare dividends from funds of the Corporation legally available therefor.

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ARTICLE VIII

Seal

The Board of Directors shall provide a suitable seal or seals, which shall be in the form of a circle, and shall bear around the circumference the words “Altria Group, Inc.” and in the center the word and figures “Virginia, 1985.”

ARTICLE IX

Fiscal Year

The fiscal year of the Corporation shall be the calendar year.

ARTICLE X

Amendment

The power to alter, amend or repeal the By-Laws of the Corporation or to adopt new By-Laws shall be vested in the Board of Directors, but By-Laws made by the Board of Directors may be repealed or changed by the shareholders, or new By-Laws may be adopted by the shareholders, and the shareholders may prescribe that any By-Laws made by them shall not be altered, amended or repealed by the Board of Directors.

ARTICLE XI

Emergency By-Laws

If a quorum of the Board of Directors cannot be readily assembled because of some catastrophic event, and only in such event, these By-Laws shall, without further action by the Board of Directors, be deemed to have been amended for the duration of such emergency, as follows:

Section 1. Section 7 of Article II shall read as follows:

Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the directors present at a meeting of the Board of Directors called in accordance with these By-Laws.

Section 2. The first sentence of Section 11 of Article II shall read as follows:

Special meetings of the Board of Directors shall be held whenever called by order of the chair of the Board of Directors, or of the chief executive officer, the president (if any) or the presiding director (if any) or any director or of any person having the powers and duties of the chair of the Board of Directors, the chief executive officer, the president (if any) or the presiding director (if any).

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Section 3. Section 13 of Article II shall read as follows:

The directors present at any regular or special meeting called in accordance with these By-Laws shall constitute a quorum for the transaction of business at such meeting, and the action of a majority of such directors shall be the act of the Board of Directors; provided, however, that in the event that only one director is present at any such meeting no action except the election of directors shall be taken until at least two additional directors have been elected and are in attendance.

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Exhibit 99.1

ALTRIA REPORTS 2022 THIRD-QUARTER AND NINE-MONTHS RESULTS;

NARROWS 2022 FULL-YEAR EARNINGS GUIDANCE

RICHMOND, Va. - October 27, 2022 - Altria Group, Inc. (NYSE: MO) today reports our 2022 third-quarter and nine-months business results and narrows our guidance for 2022 full-year adjusted diluted earnings per share (EPS).

“This is an exciting moment on our journey towards Moving Beyond Smoking,” said Billy Gifford, Altria’s Chief Executive Officer. “Our tobacco businesses remained resilient during the first nine months of the year, and we continued to reward shareholders while making investments in pursuit of our Vision.”

“We are optimistic that the actions we have taken to date have strengthened our portfolio in the three major smoke-free categories. We have built a compelling portfolio in heated tobacco, enhanced our ability to compete in e-vapor and continued to strengthen on!’s position in the oral tobacco category.”

“We are narrowing our full-year 2022 guidance and now expect to deliver adjusted diluted EPS in a range of $4.81 to $4.89, representing a growth rate of 4.5% to 6% from a base of $4.61 in 2021. We believe this range allows us the flexibility to react to marketplace conditions.”

Altria Headline Financials1


($ in millions, except per share data)	Q3 2022	Change vs. Q3 2021	Q3 YTD 2022	Change vs. Q3 YTD 2021
Net revenues	$6,550	(3.5)%	$18,985	(3.9)%
Revenues net of excise taxes	$5,412	(2.2)%	$15,605	(2.6)%

Reported tax rate	45.0%	27.4 pp	34.4%	(10.5) pp
Adjusted tax rate	24.9%	– pp	24.9%	– pp

Reported diluted EPS2	$0.12	100%+	$1.69	100%+
Adjusted diluted EPS2	$1.28	4.9%	$3.66	4.0%

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 (losses) per share attributable to Altria.

As previously announced, a conference call with the investment community and news media will be webcast on October 27, 2022 at 9:00 a.m. Eastern Time. Access to the webcast is available at www.altria.com/webcasts.

6601 West Broad Street, Richmond VA 23230

Heated Tobacco Strategy

We recently announced significant updates on our plans to compete in the heated tobacco category. We announced the execution of an agreement with Philip Morris International Inc. regarding the IQOS Tobacco Heating System® and, separately, we announced the formation of a strategic partnership with JT Group and our expanded wholly owned heated tobacco portfolio.

Cash Returns to Shareholders and Capital Markets Activity

Share Repurchase Program

•In the third quarter, we repurchased 8.5 million shares at an average price of $43.68, for a total cost of $368 million.

•Through the first nine months, we repurchased 29.9 million shares at an average price of $48.60, for a total cost of approximately $1.45 billion.

•As of September 30, 2022, we had approximately $375 million remaining under our existing $3.5 billion share repurchase program, which we expect to complete by December 31, 2022. 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 approximately $1.6 billion in the third quarter and approximately $4.9 billion in the first nine months.

•In August, our Board increased our regular quarterly dividend for the 57th time in the past 53 years. Our current annualized dividend rate is $3.76 per share, representing a dividend yield of 8.2% as of October 25, 2022.

•We maintain our long-term objective of a dividend payout ratio target of approximately 80% of our adjusted diluted EPS. Future dividend payments remain subject to the discretion of our Board.

Capital Markets Activity

•We retired $1.1 billion of outstanding debt at maturity in August 2022.

Environmental, Social and Governance (ESG)

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 Corporate Responsibility section of www.altria.com.

•Some of our recent responsibility efforts and recognitions include the following:

◦We have continued to work with retailers to increase adoption and implementation of age validation technology (AVT) during 2022, with the goal of supporting responsible retailing across all tobacco transactions. Through September 2022, we are proud to announce that AVT has been implemented in more than 136,000 stores, representing approximately 79% of PM USA volumes.

◦The Women’s Business Enterprise National Council recognized our Supplier Diversity and Corporate Citizenship Departments with the “America’s Top Corporations: Resiliency Edition” award for unwavering commitment to Women’s Business Enterprises throughout 2020 and 2021 during the COVID-19 pandemic.

◦We were named #6 on Great Place to Work® and Fortune’s list of Best Workplaces in Manufacturing and Production™ for 2022. This was our second consecutive appearance on Great Place to Work® and Fortune’s list.

Macroeconomic and Geopolitical Conditions Impacting Our Businesses

Impact on Tobacco Business Operations and Impact on Adult Tobacco Consumers (ATCs)

•To date, our tobacco business operations have not experienced any material adverse effects associated with the evolving macroeconomic and geopolitical landscape.

•We continue to monitor the effects of the evolving macroeconomic environment on ATCs, such as impacts to disposable income, purchasing behaviors, overall tobacco product expenditures, mix between premium and discount brand purchases and adoption of smoke-free products. In the third quarter, ATC discretionary income levels remained under pressure as elevated gas prices and high inflation persisted. We believe that ATCs continued to adapt their purchasing behaviors to manage their spending.

ABI Investment Update

•The adverse macroeconomic and geopolitical landscape has continued to impact global businesses, and we expect this dynamic to continue in the near-term. While ABI’s business performance has been resilient, its business has continued to be impacted by supply chain constraints across certain markets, foreign exchange rate fluctuations, inflation, commodity cost headwinds and the Russian invasion of Ukraine (as evidenced by ABI fully impairing its joint venture with exposure to Russia and Ukraine in the first quarter of 2022).

•In preparing our financial statements for the period ended September 30, 2022, we considered the factors discussed above and our expectation for ABI’s recovery. We continue to believe that ABI’s share price performance is not reflective of its underlying long-term equity value and that ABI’s share price will recover. However, we believe that it will take longer than previously expected as the macroeconomic and geopolitical factors discussed above may continue to impact foreign exchange rates and ABI’s financial results and share price performance in the near-term.

•As a result of our evaluation of the decline in fair value of our investment in ABI and in accordance with applicable accounting guidance, we determined that the decline in fair value of our investment in ABI as of September 30, 2022 was “other than temporary.” Therefore, we recorded a non-cash, pre-tax impairment charge of approximately $2.5 billion for the three and nine months ended September 30, 2022, reflecting the difference between the fair value of our investment in ABI using ABI’s share price at September 30, 2022 and the carrying value of our investment in ABI at September 30, 2022 (prior to recording the impairment charge).

JUUL Investment Update

•As previously disclosed, we exercised our option to be released from our JUUL non-competition obligations on September 29, 2022, resulting in (i) the permanent termination of our non-competition obligations to JUUL, (ii) the loss of our JUUL board designation rights (other than the right to appoint one independent director so long as our ownership continues to be at least 10%), our preemptive rights, our consent rights and certain other rights with respect to our investment in JUUL and (iii) the conversion of our JUUL shares to single vote common stock, significantly reducing our voting power.

•While we retain our 35% economic stake in JUUL, we are exploring all options to build a U.S. Food and Drug Administration (FDA) authorized portfolio of e-vapor products that will help adult smokers transition away from cigarettes.

2022 Full-Year Guidance

We narrow our guidance for 2022 full-year adjusted diluted EPS to be in a range of $4.81 to $4.89, representing a growth rate of 4.5% to 6% from an adjusted diluted EPS base of $4.61 in 2021. While the 2022 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) ATC dynamics, including disposable income, purchasing patterns and adoption of smoke-free products, and (iii) regulatory and legislative developments.

Our 2022 full-year adjusted diluted EPS guidance range includes planned investments in support of our Vision, such as (i) enhancement of our digital consumer engagement system, (ii) increased smoke-free product research, development and regulatory preparation expenses and (iii) marketplace activities in support of our smoke-free products. The guidance range also includes anticipated inflationary increases in MSA expenses and direct and indirect materials costs and our current expectation that PM USA will not have access to the IQOS system in 2022.

We expect our 2022 capital expenditures to be between $175 million and $225 million, a change from our previous expectation of $200 million to $250 million.

Our full-year adjusted diluted EPS guidance range excludes the impact of certain income and expense items that 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-related and disposition-related costs, equity investment-related special items (including any changes in fair value of our equity investment recorded at fair value and any changes in the fair value of related warrants and preemptive rights), 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 (such dispute resolutions are referred to as NPM Adjustment Items). See Table 1 below for the income and expense items for the first nine months of 2022.

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 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.

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 3.5% to $6.6 billion, primarily driven by the sale of our former Ste. Michelle wine business in October 2021 and lower net revenues in the smokeable products segment, partially offset by higher net revenues in the oral tobacco products segment. Revenues net of excise taxes decreased 2.2% to $5.4 billion.

•Reported diluted EPS increased 100%+ to $0.12, primarily driven by lower reported losses from our investment in ABI (due primarily to a lower impairment of our investment in ABI), favorable Cronos-related special items, higher reported operating companies income (OCI) and fewer shares outstanding, partially offset by unfavorable changes in the estimated fair value of our investment in JUUL (including the corresponding adjustment for a tax valuation allowance).

•Adjusted diluted EPS increased 4.9% to $1.28, primarily driven by higher adjusted OCI and fewer shares outstanding.

First Nine Months

•Net revenues decreased 3.9% to $19.0 billion, primarily driven by the sale of our former Ste. Michelle wine business in October 2021 and lower net revenues in the smokeable products segment. Revenues net of excise taxes decreased 2.6% to $15.6 billion.

•Reported diluted EPS increased 100%+ to $1.69 primarily driven by lower reported losses from our investment in ABI (due primarily to a lower impairment of our investment in ABI), 2021 losses on early extinguishment of debt, higher reported OCI, fewer shares outstanding, favorable Cronos-related special items and favorable interest expense, partially offset by 2022 changes in the estimated fair value of our investment in JUUL (including the corresponding adjustment for a tax valuation allowance).

•Adjusted diluted EPS increased 4.0% to $3.66, primarily driven by fewer shares outstanding, higher adjusted OCI and favorable interest expense, partially offset by lower adjusted earnings from our equity investments.


Table 1 - Altria’s Adjusted Results

	Third Quarter						Nine Months Ended September 30,
	2022		2021		Change		2022		2021		Change
Reported diluted EPS	$	0.12	$	(1.48)	100%+		$	1.69	$	0.46	100%+
NPM Adjustment Items	—		(0.02)				(0.02)		(0.03)
Asset impairment, exit, implementation, acquisition and disposition-related costs	—		0.03				—		0.05
Tobacco and health and certain other litigation items	0.02		0.04				0.04		0.06

JUUL changes in fair value	0.06		(0.05)				0.76		—
ABI-related special items	1.10		2.65				1.12		2.60
Cronos-related special items	—		0.05				0.09		0.11
Loss on early extinguishment of debt	—		—				—		0.27
Tax items	(0.02)		—				(0.02)		—
Adjusted diluted EPS	$	1.28	$	1.22	4.9	%	$	3.66	$	3.52	4.0	%

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.

•In the third quarter and first nine months 2021, we recorded pre-tax income of $44 million (or $0.02 per share) and $76 million (or $0.03 per share), respectively, for NPM Adjustment Items and related interest. For the third quarter and first nine months of 2021, we recorded $21 and $53 million, respectively, as a reduction to cost of sales in the smokeable products segment, and recorded $23 million as interest income in both periods.

Asset Impairment, Exit, Implementation, Acquisition and Disposition-Related Costs

•In the third quarter of 2021, we recorded pre-tax charges of $61 million (or $0.03 per share), due primarily to charges associated with the sale of our former Ste. Michelle wine business.

•In the first nine months 2021, we recorded pre-tax charges of $117 million (or $0.05 per share), due primarily to charges associated with the sale of our former Ste. Michelle wine business and acquisition-related costs for the settlement of an arbitration related to the 2019 on! transaction.

Tobacco and Health and Certain Other Litigation Items

•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.

•In the third quarter and first nine months of 2021, we recorded pre-tax charges of $105 million (or $0.04 per share) and $148 million (or $0.06 per share), respectively, for tobacco and health and certain other litigation items and related interest costs.

JUUL Changes in Fair Value

We recorded non-cash, pre-tax unrealized (income) losses from investments in equity securities as a result of changes in the estimated fair value of our investment in JUUL consisting of the following:


	Third Quarter				Nine Months Ended September 30,
($ in millions, except per share data)	2022		2021		2022		2021

(Income) losses from investments in equity securities	$	100	$	(100)	$	1,355	$	—
(Earnings) losses per share	$	0.06	$	(0.05)	$	0.76	$	—

We recorded corresponding adjustments to the JUUL tax valuation allowance in 2022 and 2021.

ABI-Related Special Items

•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 an impairment of our investment in ABI.

•In the third quarter and first nine months of 2021, equity earnings from ABI included net pre-tax losses of $6.2 billion (or $2.65 per share) and $6.1 billion (or $2.60 per share), respectively, substantially all of which related to an 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 (income) expense consisting of the following:


	Third Quarter				Nine Months Ended September 30,
($ in millions, except per share data)	2022		2021		2022		2021

(Gain) loss on Cronos-related financial instruments 1	$	—	$	135	$	14	$	128
(Income) losses from investments in equity securities (2)	5		(46)		166		72
Total Cronos-related special items - (income) expense	$	5	$	89	$	180	$	200
(Earnings) losses per share	$	—	$	0.05	$	0.09	$	0.11

1 Amounts are related to the non-cash change in the fair value of the warrant and certain anti-dilution protections.

2 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 2022 and 2021 relating to the special items.

Loss on Early Extinguishment of Debt

•In the first nine months of 2021, we recorded pre-tax losses on early extinguishment of debt of $649 million (or $0.27 per share).

Tax Items

•In the third quarter and first nine months of 2022, we recorded 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 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 1.6%, primarily driven by lower shipment volume and higher promotional investments, partially offset by higher pricing. Revenues net of excise taxes increased 0.4%.

•Reported OCI increased 1.4%, primarily driven by higher pricing, partially offset by lower shipment volume, higher promotional investments, higher costs and 2021 NPM Adjustment Items.

•Adjusted OCI increased 1.8%, primarily driven by higher pricing, partially offset by lower shipment volume, higher promotional investments and higher costs. Adjusted OCI margins increased by 0.9 percentage points to 58.9%.

First Nine Months

•Net revenues decreased 1.5%, primarily driven by lower shipment volume, partially offset by higher pricing and lower promotional investments. Revenues net of excise taxes increased 0.6%.

•Reported and adjusted OCI increased 2.7% and 2.6%, respectively, primarily driven by higher pricing and lower promotional investments, partially offset by lower shipment volume, higher costs and higher per unit settlement charges. Adjusted OCI margins increased by 1.2 percentage points to 59.2%.


Table 2 - Smokeable Products: Revenues and OCI ($ in millions)

	Third Quarter								Nine Months Ended September 30,
	2022			2021			Change		2022			2021			Change
Net revenues	$	5,882		$	5,975		(1.6)	%	$	17,020		$	17,275		(1.5)	%
Excise taxes	(1,108)			(1,218)					(3,289)			(3,620)
Revenues net of excise taxes	$	4,774		$	4,757		0.4	%	$	13,731		$	13,655		0.6	%

Reported OCI	$	2,791		$	2,753		1.4	%	$	8,112		$	7,901		2.7	%
NPM Adjustment Items	—			(21)					(60)			(53)
Tobacco and health and certain other litigation items	21			29					71			72
Adjusted OCI	$	2,812		$	2,761		1.8	%	$	8,123		$	7,920		2.6	%
Adjusted OCI margins 1	58.9		%	58.0		%	0.9 pp		59.2		%	58.0		%	1.2 pp

1 Adjusted OCI margins are calculated as adjusted OCI divided by revenues net of excise taxes.

Shipment Volume

Third Quarter

•Smokeable products segment reported domestic cigarette shipment volume decreased 9.2%, primarily driven by the industry’s decline rate and retail share losses (both of which were impacted by macroeconomic pressures on ATC disposable income) and other factors, partially offset by trade inventory movements.

•When adjusted for trade inventory movements, smokeable products segment domestic cigarette shipment volume decreased by an estimated 10%.

•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 3.3%, primarily driven by trade inventory movements.

First Nine Months

•Smokeable products segment reported domestic cigarette shipment volume decreased 9.0%, primarily driven by the industry’s decline rate and retail share losses (both of which were impacted by macroeconomic pressures on ATC disposable income) and other factors, partially offset by trade inventory movements.

•When adjusted for trade inventory movements and other factors, smokeable products segment domestic cigarette shipment volume decreased by an estimated 9.5%.

•When adjusted for trade inventory movements and other factors, total estimated domestic cigarette industry volume decreased by an estimated 7.5%.

•Reported cigar shipment volume decreased 4.0%, driven by trade inventory movements, macroeconomic pressures on ATC disposable income and other factors.


Table 3 - Smokeable Products: Reported Shipment Volume (sticks in millions)

	Third Quarter				Nine Months Ended September 30,
	2022	2021	Change		2022	2021	Change
Cigarettes:
Marlboro	19,484	21,368	(8.8)	%	57,809	63,122	(8.4)	%
Other premium	997	1,042	(4.3)	%	2,951	3,180	(7.2)	%
Discount	1,364	1,640	(16.8)	%	4,211	5,068	(16.9)	%
Total cigarettes	21,845	24,050	(9.2)	%	64,971	71,370	(9.0)	%

Cigars:
Black & Mild	438	424	3.3	%	1,303	1,356	(3.9)	%
Other	1	1	—	%	3	5	(40.0)	%
Total cigars	439	425	3.3	%	1,306	1,361	(4.0)	%

Total smokeable products	22,284	24,475	(9.0)	%	66,277	72,731	(8.9)	%

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

Retail Share and Brand Activity

Third Quarter

•Marlboro retail share of the total cigarette category was 42.6%, a decrease of 0.4 share points and 0.1 share point sequentially, primarily due to increased macroeconomic pressures on ATC disposable income. However, Marlboro share of the premium segment grew to 58.4%, an increase of 0.7 share points versus the prior year and 0.4 share points sequentially.

•The cigarette industry discount retail share increased 1.6 share points to 27.1%, primarily due to the ATC factors mentioned above.

First Nine Months

•Marlboro retail share of the total cigarette category decreased 0.4 share points to 42.6%, primarily due to increased macroeconomic pressures on ATC disposable income. However, Marlboro share of the premium segment grew to 58.1%, an increase of 0.4 share points.

•The cigarette industry discount retail share increased 1.3 share points to 26.6%, primarily due to the ATC factors mentioned above.


Table 4 - Smokeable Products: Cigarettes Retail Share (percent)

	Third Quarter					Nine Months Ended September 30,
	2022		2021		Percentage point change	2022		2021		Percentage point change
Cigarettes:
Marlboro	42.6	%	43.0	%	(0.4)	42.6	%	43.0	%	(0.4)
Other premium	2.3		2.3		—	2.3		2.3		—
Discount	3.0		3.5		(0.5)	3.2		3.5		(0.3)
Total cigarettes	47.9	%	48.8	%	(0.9)	48.1	%	48.8	%	(0.7)

Note: Retail share results for cigarettes are based on data from IRI/MSAi, a tracking service that uses a sample of stores and certain wholesale shipments 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. For other trade classes selling cigarettes, retail share is based on shipments from wholesalers to retailers (STARS). This service is not designed to capture sales through other channels, including the internet, direct mail and some illicitly tax-advantaged outlets. It is IRI’s standard practice to periodically refresh its services, which could restate retail share results that were previously released in this service.

ORAL TOBACCO PRODUCTS

Revenues and OCI

Third Quarter

•Net revenues increased 7.0%, primarily driven by higher pricing, partially offset by higher promotional investments in on!. Revenues net of excise taxes increased 7.7%.

•Reported and adjusted OCI increased 4.9%, primarily driven by higher pricing, partially offset by higher costs, a higher percentage of on! shipment volume relative to MST versus the prior year (mix change) and higher promotional investments in on!. Adjusted OCI margins declined by 1.8 percentage points to 66.4%.

First Nine Months

•Net revenues were essentially unchanged as higher pricing was mostly offset by higher promotional investments in on!, lower shipment volume and mix change. Revenues net of excise taxes increased 0.5%.

•Reported OCI decreased 0.6%, primarily driven by higher promotional investments in on!, lower shipment volume, mix change and higher costs, partially offset by higher pricing and 2021 acquisition-related costs.

•Adjusted OCI decreased 3.4%, primarily driven by higher promotional investments in on!, lower shipment volume, mix change and higher costs, partially offset by higher pricing. Adjusted OCI margins declined by 2.7 percentage points to 68.0%.


Table 5 - Oral Tobacco Products: Revenues and OCI ($ in millions)

	Third Quarter								Nine Months Ended September 30,
	2022			2021			Change		2022			2021			Change
Net revenues	$	670		$	626		7.0	%	$	1,948		$	1,945		0.2	%
Excise taxes	(30)			(32)					(91)			(98)
Revenues net of excise taxes	$	640		$	594		7.7	%	$	1,857		$	1,847		0.5	%

Reported OCI	$	425		$	405		4.9	%	$	1,262		$	1,269		(0.6)	%
Asset impairment, exit, implementation, acquisition and disposition-related costs	—			—					—			37
Adjusted OCI	$	425		$	405		4.9	%	$	1,262		$	1,306		(3.4)	%
Adjusted OCI margins 1	66.4		%	68.2		%	(1.8) pp		68.0		%	70.7		%	(2.7) pp

1 Adjusted OCI margins are calculated as adjusted OCI divided by revenues net of excise taxes.

Shipment Volume

Third Quarter

•Oral tobacco products segment reported domestic shipment volume increased 1.3%, primarily driven by trade inventory movements, the industry’s growth rate and calendar differences, partially offset by retail share losses and other factors. When adjusted for trade inventory movements and 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 1.8%, primarily driven by retail share losses and trade inventory movements, partially offset by calendar differences, the industry’s growth rate and other factors. When adjusted for trade inventory movements and calendar differences, oral tobacco products segment shipment volume decreased by an estimated 1.5%.

•Total oral tobacco industry volume was essentially unchanged for the six months ended September 30, 2022, as the growth in oral nicotine pouches was offset by declining MST volumes.


Table 6 - Oral Tobacco Products: Reported Shipment Volume (cans and packs in millions)

	Third Quarter				Nine Months Ended September 30,
	2022	2021	Change		2022	2021	Change
Copenhagen	118.2	121.4	(2.6)	%	356.5	378.4	(5.8)	%
Skoal	45.3	47.7	(5.0)	%	136.1	148.2	(8.2)	%
on!	21.0	12.5	68.0	%	59.6	34.6	72.3	%
Other	16.9	17.2	(1.7)	%	51.3	53.1	(3.4)	%
Total oral tobacco products	201.4	198.8	1.3	%	603.5	614.3	(1.8)	%

Note: Volume includes cans and packs sold, as well as promotional units, but excludes international volume, which is currently not material to the 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 46.2%, and Copenhagen continued to be the leading oral tobacco brand with a retail share of 26.7%. In the oral tobacco products segment, macroeconomic pressures on ATC disposable income resulted in share declines for MST products, which were partially offset by the share growth of oral nicotine pouches.

•Total U.S. oral tobacco category share for on! nicotine pouches grew to 5.2%, an increase of 2.2 percentage points.

First Nine Months

•Oral tobacco products segment retail share was 46.6%, and Copenhagen continued to be the leading oral tobacco brand with a retail share of 27.3%. In the oral tobacco products segment, macroeconomic pressures on ATC disposable income resulted in share declines for MST products, which were partially offset by the share growth of oral nicotine pouches.

•Total U.S. oral tobacco category share for on! nicotine pouches grew to 4.8% an increase of 2.6 percentage points.


Table 7 - Oral Tobacco Products: Retail Share (percent)

	Third Quarter					Nine Months Ended September 30,
	2022		2021		Percentage point change	2022		2021		Percentage point change
Copenhagen	26.7	%	29.2	%	(2.5)	27.3	%	29.8	%	(2.5)
Skoal	11.1		12.3		(1.2)	11.4		12.6		(1.2)
on!	5.2		3.0		2.2	4.8		2.2		2.6
Other	3.2		3.2		—	3.1		3.2		(0.1)
Total oral tobacco products	46.2	%	47.7	%	(1.5)	46.6	%	47.8	%	(1.2)

Note: The oral tobacco products retail share results exclude international volume. Retail share results for oral tobacco products are based on data from IRI InfoScan, 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 is defined by IRI 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 IRI’s standard practice to periodically refresh its InfoScan services, which could restate retail share results that were previously released in this service.

Altria’s Profile

We have a leading portfolio of tobacco products for U.S. tobacco consumers age 21+. Our Vision by 2030 is to responsibly lead the transition of adult smokers to a smoke-free future (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, and Helix Innovations LLC (Helix), a leading manufacturer of oral nicotine pouches.

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, Cronos Group Inc. (Cronos), a leading Canadian cannabinoid company, and JUUL Labs, Inc. (JUUL), a U.S. based e-vapor company.

The brand portfolios of our tobacco operating companies include Marlboro®, Black & Mild®, Copenhagen®, Skoal® and on!®. Trademarks and service marks related to Altria referenced in this 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 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 “2022 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.

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. Prior to the sale of Ste.

Michelle Wine Estates Ltd. (Ste. Michelle) on October 1, 2021, wine produced and/or sold by Ste. Michelle was a reportable segment. We have included results for innovative tobacco products and Philip Morris Capital Corporation 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, 2021 and our Quarterly Reports on Form 10-Q. These factors include the following:

▪unfavorable litigation outcomes, including risks associated with adverse jury and judicial determinations, courts and arbitrators reaching conclusions at variance with our or any of our investees’ understanding of applicable law, bonding requirements in the jurisdictions that do not limit the dollar amount of appeal bonds and certain challenges to bond cap statutes;

▪government (including the FDA) and private sector actions that impact adult tobacco consumer acceptability of, or access to, tobacco products;

▪tobacco product taxation, including lower tobacco product consumption levels and potential shifts in adult tobacco consumer purchases as a result of federal, state and local excise tax increases, and excise taxes on e-vapor and oral nicotine products and the impact on adult tobacco consumers’ transition to lower priced tobacco products;

▪unfavorable outcomes of any government investigations of us or our investees;

▪a successful challenge to our tax positions, an increase to the corporate income tax rate or other changes to federal or state tax laws;

▪the risks related to our and our investees’ international business operations, including failure to prevent violations of various United States and foreign laws and regulations such as foreign privacy laws and laws prohibiting bribery and corruption;

▪the risks associated with health epidemics and pandemics, including the COVID-19 pandemic and similar outbreaks, such as their impact on our and our investees’ ability to continue manufacturing and distributing products (directly or indirectly due to their impact on suppliers, distributors and distribution chain service providers) and their impact on macroeconomic conditions and, in turn, adult tobacco consumer purchasing behavior;

▪the failure of our and our investees’ efforts to compete effectively in their respective markets;

▪the growth of the e-vapor category and other innovative tobacco products, including oral nicotine pouches, contributing to reductions in cigarette and MST consumption levels and sales volume;

▪our ability to promote brand equity successfully; anticipate and respond to evolving adult tobacco consumer preferences; develop, manufacture, market and distribute products that appeal to adult tobacco consumers; promote productivity; and protect or enhance margins through cost savings and price increases;

▪our failure to develop and commercialize innovative products, including innovative tobacco products that may reduce the health risks associated with cigarettes and other traditional tobacco products, that 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;

▪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, including the Russian invasion of Ukraine;

▪the risks, including FDA regulatory risks, related to our and our investees’ reliance on a few significant facilities and a small number of key suppliers, distributors and distribution chain service providers, and the risk of an extended disruption at a facility of, or of service by, a supplier, distributor or distribution chain service provider of our tobacco subsidiaries or our investees;

▪required or voluntary product recalls or prohibition on the marketing or sale of our or any of our investees’ products as a result of various circumstances such as FDA or other regulatory action or product contamination;

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

▪our inability to attract and retain the best talent due to the impact of decreasing social acceptance of tobacco usage, tobacco control actions and other factors, including current labor market dynamics;

▪impairment losses as a result of the write down of intangible assets, including goodwill;

▪the adverse effect of acquisitions, investments, dispositions or other events on our credit rating;

▪our inability to acquire attractive businesses or make attractive investments on favorable terms, or at all, or to realize the anticipated benefits from an acquisition or investment and our inability to dispose of businesses or investments on favorable terms or at all;

▪the risks related to disruption and uncertainty in the credit and capital markets, including risk of losing access to these markets, which may adversely affect our earnings or dividend rate or both;

▪our inability to attract and retain investors due to the impact of decreasing social acceptance of tobacco usage or unfavorable ESG ratings;

▪the risks generally related to our agreement to assign exclusive U.S. commercialization rights to the IQOS system to Philip Morris International Inc. effective April 30, 2024, including our inability to realize the expected benefits of the transaction in the expected manner or time frame, or at all, and the outcome of any legal proceedings or investigations that may be instituted against the parties or others related to the transaction;

▪the risks generally related to our joint venture with a subsidiary of JT Group for the U.S. marketing and commercialization of heated tobacco stick products, including our inability to realize the expected benefits of the strategic partnership in the expected manner or time frame, or at all, changes in market and other conditions resulting in unanticipated delays in the design and development of future products or the commencement of test launches, the outcome of any legal proceedings or investigations that may be instituted against the parties or others related to the transaction, the failure to meet commercialization milestones and the inability of the parties to enter into future on terms acceptable to both parties and in the expected manner or time frame;

▪the risk that any challenge to our investment in JUUL, if successful, could result in a broad range of resolutions, including divestiture of the investment or rescission of the transaction;

▪the risks generally related to our investments in JUUL and Cronos, including our inability to realize the expected benefits of our investments in the expected time frames, or at all, due to the risks encountered by our investees in their businesses, such as operational, competitive, compliance, litigation and reputational risks, and legislative and regulatory risks at the international, federal, state and local levels; and changes in the fair value of our investment in JUUL and impairment of our investment in Cronos;

▪the risks related to our inability to acquire a controlling interest in JUUL as a result of standstill restrictions or to control the material decisions of JUUL and restrictions on our ability to sell or otherwise transfer our shares of JUUL until December 20, 2024;

▪the risks associated with our investment in ABI, including effects of the COVID-19 pandemic, foreign currency exchange rates and macroeconomic and geopolitical conditions, including the Russian invasion of Ukraine, on ABI’s business and the impact on our earnings from, and carrying value of, our investment in ABI;

▪the risks related to our ownership percentage in ABI decreasing below certain levels, including additional tax liabilities, a reduction in the number of directors that we have the right to have appointed

to the ABI board of directors and our potential inability to use the equity method of accounting for our investment in ABI;

▪the risk of a successful challenge to the tax treatment of our equity investment in ABI; and

▪the risks, including criminal, civil or tax liability, related to our or Cronos’s failure to comply with applicable laws, including cannabis laws.

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.


Source: Altria Group, Inc.	Altria Client Services	Altria Client Services
Mac Livingston, Vice President of Investor Relations	Investor Relations	Media Relations
Richard.M.Livingston@altria.com	804-484-8222	804-484-8897


						Schedule 1
ALTRIA GROUP, INC.
and Subsidiaries
Consolidated Statements of Earnings (Losses)
For the Quarters Ended September 30,
(dollars in millions, except per share data)
(Unaudited)




	2022		2021		% Change

Net revenues	$	6,550	$	6,786	(3.5)	%
Cost of sales 1	1,715		1,858
Excise taxes on products 1	1,138		1,255
Gross profit	3,697		3,673		0.7	%
Marketing, administration and research costs	488		569

Operating companies income	3,209		3,104		3.4	%
Amortization of intangibles	19		18
General corporate expenses	78		135
Operating income	3,112		2,951		5.5	%
Interest and other debt expense, net	271		266
Net periodic benefit income, excluding service cost	(44)		(63)

(Income) losses from investments in equity securities 1	2,478		5,915

(Gain) loss on Cronos-related financial instruments	—		135
Earnings (losses) before income taxes	407		(3,302)		100%+
Provision (benefit) for income taxes	183		(582)
Net earnings (losses)	224		(2,720)		100%+
Net (earnings) losses attributable to noncontrolling interests	—		(2)
Net earnings (losses) attributable to Altria	$	224	$	(2,722)	100%+

Per share data:
Diluted earnings (losses) per share attributable to Altria	$	0.12	$	(1.48)	100%+

Weighted-average diluted shares outstanding	1,799		1,842		(2.3)	%

1 Cost of sales includes charges for resolution expenses related to state settlement agreements and FDA user fees. Supplemental information concerning those items, excise taxes on products sold and (income) losses from investments in equity securities is shown in Schedule 5.


													Schedule 2
ALTRIA GROUP, INC.
and Subsidiaries
Selected Financial Data
For the Quarters Ended September 30,
(dollars in millions)
(Unaudited)


	Net Revenues
	Smokeable Products			Oral Tobacco Products			Wine			All Other			Total
2022	$	5,882		$	670		$	—		$	(2)		$	6,550
2021	5,975			626			177			8			6,786
% Change	(1.6)		%	7.0		%	(100.0)		%	(100)%+			(3.5)		%

Reconciliation:
For the quarter ended September 30, 2021	$	5,975		$	626		$	177		$	8		$	6,786
Operations	(93)			44			(177)			(10)			(236)
For the quarter ended September 30, 2022	$	5,882		$	670		$	—		$	(2)		$	6,550

	Operating Companies Income (Loss)
	Smokeable Products			Oral Tobacco Products			Wine			All Other			Total
2022	$	2,791		$	425		$	—		$	(7)		$	3,209
2021	2,753			405			(24)			(30)			3,104
% Change	1.4		%	4.9		%	100.0		%	76.7		%	3.4		%

Reconciliation:
For the quarter ended September 30, 2021	$	2,753		$	405		$	(24)		$	(30)		$	3,104

NPM Adjustment Items - 2021	(21)			—			—			—			(21)
Asset impairment, exit, implementation, acquisition and disposition-related costs - 2021	—			—			51			—			51
Tobacco and health and certain other litigation items - 2021	29			—			—			—			29

	8			—			51			—			59



Tobacco and health and certain other litigation items - 2022	(21)			—			—			—			(21)
	(21)			—			—			—			(21)
Operations	51			20			(27)			23			67
For the quarter ended September 30, 2022	$	2,791		$	425		$	—		$	(7)		$	3,209


					Schedule 3
ALTRIA GROUP, INC.
and Subsidiaries
Consolidated Statements of Earnings (Losses)
For the Nine Months Ended September 30,
(dollars in millions, except per share data)
(Unaudited)


	2022		2021		% Change

Net revenues	$	18,985	$	19,758	(3.9)	%
Cost of sales 1	4,869		5,348
Excise taxes on products 1	3,380		3,733
Gross profit	10,736		10,677		0.6	%
Marketing, administration and research costs	1,389		1,542

Operating companies income	9,347		9,135		2.3	%
Amortization of intangibles	54		53
General corporate expenses	192		255

Operating income	9,101		8,827		3.1	%
Interest and other debt expense, net	832		869
Loss on early extinguishment of debt	—		649
Net periodic benefit income, excluding service cost	(137)		(152)
(Income) losses from investments in equity securities 1	3,707		5,789

(Gain) loss on Cronos-related financial instruments	14		128

Earnings (losses) before income taxes	4,685		1,544		100%+
Provision (benefit) for income taxes	1,611		693
Net earnings (losses)	3,074		851		100%+
Net (earnings) losses attributable to noncontrolling interests	—		—
Net earnings (losses) attributable to Altria	$	3,074	$	851	100%+

Per share data2:

Diluted earnings (losses) per share attributable to Altria	$	1.69	$	0.46	100%+


Weighted-average diluted shares outstanding	1,808		1,849		(2.2)	%

1 Cost of sales includes charges for resolution expenses related to state settlement agreements and FDA user fees. Supplemental information concerning those items, excise taxes on products sold and (income) losses from investments in equity securities is shown in Schedule 5.

2 Diluted earnings (losses) per share attributable to Altria are computed independently for each period. Accordingly, the sum of the quarterly earnings (losses) per share amounts may not agree to the year-to-date amounts.


													Schedule 4
ALTRIA GROUP, INC.
and Subsidiaries
Selected Financial Data
For the Nine Months Ended September 30,
(dollars in millions)
(Unaudited)


	Net Revenues
	Smokeable Products			Oral Tobacco Products			Wine			All Other			Total
2022	$	17,020		$	1,948		$	—		$	17		$	18,985
2021	17,275			1,945			494			44			19,758
% Change	(1.5)		%	0.2		%	(100.0)		%	(61.4)		%	(3.9)		%

Reconciliation:
For the nine months ended September 30, 2021	$	17,275		$	1,945		$	494		$	44		$	19,758
Operations	(255)			3			(494)			(27)			(773)
For the nine months ended September 30, 2022	$	17,020		$	1,948		$	—		$	17		$	18,985

	Operating Companies Income (Loss)
	Smokeable Products			Oral Tobacco Products			Wine			All Other			Total
2022	$	8,112		$	1,262		$	—		$	(27)		$	9,347
2021	7,901			1,269			21			(56)			9,135
% Change	2.7		%	(0.6)		%	(100.0)		%	51.8		%	2.3		%

Reconciliation:
For the nine months ended September 30, 2021	$	7,901		$	1,269		$	21		$	(56)		$	9,135

NPM Adjustment Items - 2021	(53)			—			—			—			(53)
Asset impairment, exit, implementation, acquisition and disposition-related costs - 2021	—			37			52			—			89
Tobacco and health and certain other litigation items - 2021	72			—			—			—			72
	19			37			52			—			108

NPM Adjustment Items - 2022	60			—			—			—			60

Tobacco and health and certain other litigation items - 2022	(71)			—			—			—			(71)
	(11)			—			—			—			(11)
Operations	203			(44)			(73)			29			115
For the nine months ended September 30, 2022	$	8,112		$	1,262		$	—		$	(27)		$	9,347


Schedule 5
ALTRIA GROUP, INC.
and Subsidiaries
Supplemental Financial Data
(dollars in millions)
(Unaudited)


	For the Quarters Ended September 30,				For the Nine Months Ended September 30,
	2022		2021		2022		2021
The segment detail of excise taxes on products sold is as follows:

Smokeable products	$	1,108	$	1,218	$	3,289	$	3,620
Oral tobacco products	30		32		91		98
Wine	—		5		—		14
All other	—		—		—		1
	$	1,138	$	1,255	$	3,380	$	3,733


The segment detail of charges for resolution expenses related to state settlement agreements included in cost of sales is as follows:

Smokeable products	$	1,053	$	1,116	$	2,986	$	3,183
Oral tobacco products	2		2		7		7
All other	—		—		—		1
	$	1,055	$	1,118	$	2,993	$	3,191


The segment detail of FDA user fees included in cost of sales is as follows:

Smokeable products	$	67	$	69	$	204	$	206
Oral tobacco products	2		1		4		3
	$	69	$	70	$	208	$	209


The detail of (income) losses from investments in equity securities is as follows:

ABI	$	2,367	$	6,036	$	2,155	$	5,644
Cronos	11		(21)		197		145
JUUL	100		(100)		1,355		—
	$	2,478	$	5,915	$	3,707	$	5,789


			Schedule 6
ALTRIA GROUP, INC.
and Subsidiaries
Net Earnings (Losses) and Diluted Earnings (Losses) Per Share - Attributable to Altria Group, Inc.
For the Quarters Ended September 30,
(dollars in millions, except per share data)
(Unaudited)


	Net Earnings (Losses)		Diluted EPS
2022 Net Earnings (Losses)	$	224	$	0.12
2021 Net Earnings (Losses)	$	(2,722)	$	(1.48)
% Change	100%+		100%+

Reconciliation:
2021 Net Earnings (Losses)	$	(2,722)	$	(1.48)

2021 NPM Adjustment Items	(33)		(0.02)
2021 Asset impairment, exit, implementation, acquisition and disposition-related costs	52		0.03
2021 Tobacco and health and certain other litigation items	80		0.04
2021 JUUL changes in fair value	(100)		(0.05)
2021 ABI-related special items	4,899		2.65
2021 Cronos-related special items	89		0.05
2021 Income tax items	(8)		—
Subtotal 2021 special items	4,979		2.70


2022 Asset impairment, exit, implementation, acquisition and disposition-related costs	(1)		—
2022 Tobacco and health and certain other litigation items	(32)		(0.02)
2022 JUUL changes in fair value	(100)		(0.06)
2022 ABI-related special items	(1,980)		(1.10)
2022 Cronos-related special items	(5)		—
2022 Income tax items	42		0.02
Subtotal 2022 special items	(2,076)		(1.16)

Fewer shares outstanding	—		0.03
Change in tax rate	1		—
Operations	42		0.03
2022 Net Earnings (Losses)	$	224	$	0.12


							Schedule 7
ALTRIA GROUP, INC.
and Subsidiaries
Reconciliation of GAAP and non-GAAP Measures
For the Quarters Ended September 30,
(dollars in millions, except per share data)
(Unaudited)


	Earnings (Losses) before Income Taxes		Provision (Benefit) for Income Taxes		Net Earnings (Losses)		Net Earnings (Losses) Attributable to Altria			Diluted EPS
2022 Reported	$	407	$	183	$	224	$	224		$	0.12

Asset impairment, exit, implementation, acquisition and disposition-related costs	1		—		1		1			—
Tobacco and health and certain other litigation items	43		11		32		32			0.02
JUUL changes in fair value	100		—		100		100			0.06
ABI-related special items	2,507		527		1,980		1,980			1.10
Cronos-related special items	5		—		5		5			—
Income tax items	—		42		(42)		(42)			(0.02)
2022 Adjusted for Special Items	$	3,063	$	763	$	2,300	$	2,300		$	1.28

2021 Reported	$	(3,302)	$	(582)	$	(2,720)	$	(2,722)		$	(1.48)
NPM Adjustment Items	(44)		(11)		(33)		(33)			(0.02)
Asset impairment, exit, implementation, acquisition and disposition-related costs	61		9		52		52			0.03
Tobacco and health and certain other litigation items	105		25		80		80			0.04

JUUL changes in fair value	(100)		—		(100)		(100)			(0.05)
ABI-related special items	6,200		1,301		4,899		4,899			2.65
Cronos-related special items	89		—		89		89			0.05

Income tax items	—		8		(8)		(8)			—
2021 Adjusted for Special Items	$	3,009	$	750	$	2,259	$	2,257		$	1.22

2022 Reported Net Earnings (Losses)							$	224		$	0.12
2021 Reported Net Earnings (Losses)							$	(2,722)		$	(1.48)
% Change							100%+			100%+

2022 Net Earnings Adjusted for Special Items							$	2,300		$	1.28
2021 Net Earnings Adjusted for Special Items							$	2,257		$	1.22
% Change							1.9		%	4.9		%


			Schedule 8
ALTRIA GROUP, INC.
and Subsidiaries
Net Earnings (Losses) and Diluted Earnings (Losses) Per Share - Attributable to Altria Group, Inc.
For the Nine Months Ended September 30,
(dollars in millions, except per share data)
(Unaudited)


	Net Earnings (Losses)		Diluted EPS1
2022 Net Earnings (Losses)	$	3,074	$	1.69
2021 Net Earnings (Losses)	$	851	$	0.46
% Change	100%+		100%+

Reconciliation:
2021 Net Earnings (Losses)	$	851	$	0.46

2021 NPM Adjustment Items	(57)		(0.03)
2021 Asset impairment, exit, implementation, acquisition and disposition-related costs	95		0.05
2021 Tobacco and health and certain other litigation items	113		0.06


2021 ABI-related special items	4,828		2.60
2021 Cronos-related special items	205		0.11
2021 Loss on early extinguishment of debt	496		0.27
2021 Income tax items	(5)		—
Subtotal 2021 special items	5,675		3.06

2022 NPM Adjustment Items	45		0.02
2022 Asset impairment, exit, implementation, acquisition and disposition-related costs	(8)		—
2022 Tobacco and health and certain other litigation items	(76)		(0.04)
2022 JUUL changes in fair value	(1,355)		(0.76)
2022 ABI-related special items	(2,022)		(1.12)
2022 Cronos-related special items	(172)		(0.09)
2022 Income tax items	33		0.02
Subtotal 2022 special items	(3,555)		(1.97)

Fewer shares outstanding	—		0.08

Operations	103		0.06
2022 Net Earnings (Losses)	$	3,074	$	1.69

1 Diluted earnings (losses) per share attributable to Altria are computed independently for each period. Accordingly, the sum of the quarterly earnings (losses) per share amounts may not agree to the year-to-date amounts.

es) per share attributable to Altria are computed independently for each period. Accordingly, t


							Schedule 9
ALTRIA GROUP, INC.
and Subsidiaries
Reconciliation of GAAP and non-GAAP Measures
For the Nine Months Ended September 30,
(dollars in millions, except per share data)
(Unaudited)


	Earnings (Losses) before Income Taxes		Provision (Benefit) for Income Taxes		Net Earnings (Losses)		Net Earnings (Losses) Attributable to Altria			Diluted EPS1
2022 Reported	$	4,685	$	1,611	$	3,074	$	3,074		$	1.69
NPM Adjustment Items	(60)		(15)		(45)		(45)			(0.02)
Asset impairment, exit, implementation, acquisition and disposition-related costs	10		2		8		8			—
Tobacco and health and certain other litigation items	101		25		76		76			0.04

JUUL changes in fair value	1,355		—		1,355		1,355			0.76
ABI-related special items	2,560		538		2,022		2,022			1.12
Cronos-related special items	180		8		172		172			0.09
Income tax items	—		33		(33)		(33)			(0.02)
2022 Adjusted for Special Items	$	8,831	$	2,202	$	6,629	$	6,629		$	3.66

2021 Reported	$	1,544	$	693	$	851	$	851		$	0.46
NPM Adjustment Items	(76)		(19)		(57)		(57)			(0.03)
Asset impairment, exit, implementation, acquisition and disposition-related costs	117		22		95		95			0.05
Tobacco and health and certain other litigation items	148		35		113		113			0.06


ABI-related special items	6,111		1,283		4,828		4,828			2.60
Cronos-related special items	200		(5)		205		205			0.11
Loss on early extinguishment of debt	649		153		496		496			0.27
Income tax items	—		5		(5)		(5)			—
2021 Adjusted for Special Items	$	8,693	$	2,167	$	6,526	$	6,526		$	3.52

2022 Reported Net Earnings (Losses)							$	3,074		$	1.69
2021 Reported Net Earnings (Losses)							$	851		$	0.46
% Change							100%+			100%+

2022 Net Earnings Adjusted for Special Items							$	6,629		$	3.66
2021 Net Earnings Adjusted for Special Items							$	6,526		$	3.52
% Change							1.6		%	4.0		%

1 Diluted earnings (losses) per share attributable to Altria are computed independently for each period. Accordingly, the sum of the quarterly earnings (losses) per share amounts may not agree to the year-to-date amounts.

1 Basic and diluted earnings (losses) per share attributable to Altria are computed independently for each period. Accordingly, the sum of the quarterly earnings (losses) per share amounts may not agree to the year-to-date amounts


							Schedule 10
ALTRIA GROUP, INC.
and Subsidiaries
Reconciliation of GAAP and non-GAAP Measures
For the Year Ended December 31, 2021
(dollars in millions, except per share data)
(Unaudited)



	Earnings (Losses) before Income Taxes		Provision (Benefit) for Income Taxes		Net Earnings (Losses)		Net Earnings (Losses) Attributable to Altria		Diluted EPS
2021 Reported	$	3,824	$	1,349	$	2,475	$	2,475	$	1.34
NPM Adjustment Items	(76)		(19)		(57)		(57)		(0.03)
Asset impairment, exit, implementation, acquisition and disposition-related costs	120		21		99		99		0.05
Tobacco and health and certain other litigation items	182		44		138		138		0.07
ABI-related special items	6,203		1,302		4,901		4,901		2.66
Cronos-related special items	466		(4)		470		470		0.25
Loss on early extinguishment of debt	649		153		496		496		0.27
Income tax items	—		3		(3)		(3)		—
2021 Adjusted for Special Items	$	11,368	$	2,849	$	8,519	$	8,519	$	4.61


			Schedule 11
ALTRIA GROUP, INC.
and Subsidiaries
Condensed Consolidated Balance Sheets
(dollars in millions)
(Unaudited)


	September 30, 2022		December 31, 2021
Assets
Cash and cash equivalents	$	2,483	$	4,544
Inventories	1,106		1,194
Other current assets	431		345
Property, plant and equipment, net	1,587		1,553
Goodwill and other intangible assets, net	17,530		17,483
Investments in equity securities	9,814		13,481

Other long-term assets	1,002		923
Total assets	$	33,953	$	39,523

Liabilities and Stockholders’ Equity (Deficit)

Current portion of long-term debt	$	1,443	$	1,105
Accrued settlement charges	2,731		3,349
Other current liabilities	3,923		4,125
Long-term debt	24,848		26,939
Deferred income taxes	3,330		3,692
Accrued pension costs	196		200
Accrued postretirement health care costs	1,436		1,436
Other long-term liabilities	278		283
Total liabilities	38,185		41,129

Total stockholders’ equity (deficit)	(4,232)		(1,606)
Total liabilities and stockholders’ equity (deficit)	$	33,953	$	39,523

Total debt	$	26,291	$	28,044


											Schedule 12
ALTRIA GROUP, INC.
and Subsidiaries
Supplemental Financial Data for Special Items
For the Quarters Ended September 30,
(dollars in millions)
(Unaudited)


	Cost of Sales		Marketing, administration and research costs		General corporate expenses		Interest and other debt expense, net		(Income) losses from investments in equity securities		(Gain) loss on Cronos-related financial instruments
2022 Special Items - (Income) Expense
Asset impairment, exit, implementation, acquisition and disposition-related costs	$	—	$	—	$	1	$	—	$	—	$	—
Tobacco and health and certain other litigation items	—		21		20		2		—		—
JUUL changes in fair value	—		—		—		—		100		—

ABI-related special items	—		—		—		—		2,507		—
Cronos-related special items	—		—		—		—		5		—

2021 Special Items - (Income) Expense
NPM Adjustment Items	$	(21)	$	—	$	—	$	(23)	$	—	$	—
Asset impairment, exit, implementation, acquisition and disposition-related costs	—		51		10		—		—		—
Tobacco and health and certain other litigation items	—		29		70		6		—		—

JUUL changes in fair value	—		—		—		—		(100)		—
ABI-related special items	—		—		—		—		6,200		—
Cronos-related special items	—		—		—		—		(46)		135

Note: This schedule is intended to provide supplemental financial data for certain income and expense items that management believes are not part of underlying operations and their presentation in Altria’s consolidated statements of earnings (losses). This schedule is not intended to provide, or reconcile, non-GAAP financial measures.


											Schedule 13
ALTRIA GROUP, INC.
and Subsidiaries
Supplemental Financial Data for Special Items
For the Nine Months Ended September 30,
(dollars in millions)
(Unaudited)


	Cost of Sales		Marketing, administration and research costs		General corporate expenses		Interest and other debt expense, net		Loss on early extinguishment of debt		(Income) losses from investments in equity securities		(Gain) loss on Cronos-related financial instruments
2022 Special Items - (Income) Expense
NPM Adjustment Items	$	(60)	$	—	$	—	$	—	$	—	$	—	$	—
Asset impairment, exit, implementation, acquisition and disposition-related costs	—		—		10		—		—		—		—
Tobacco and health and certain other litigation items	—		71		27		3		—		—		—

JUUL changes in fair value	—		—		—		—		—		1,355		—
ABI-related special items	—		—		—		—		—		2,560		—
Cronos-related special items	—		—		—		—		—		166		14

2021 Special Items - (Income) Expense
NPM Adjustment Items	$	(53)	$	—	$	—	$	(23)	$	—	$	—	$	—
Asset impairment, exit, implementation, acquisition and disposition-related costs	1		88		28		—		—		—		—
Tobacco and health and certain other litigation items	—		72		70		6		—		—		—


ABI-related special items	—		—		—		—		—		6,111		—
Cronos-related special items	—		—		—		—		—		72		128
Loss on early extinguishment of debt	—		—		—		—		649		—		—

Exhibit 99.2

ALTRIA ANNOUNCES ELECTION OF JACINTO HERNANDEZ TO ALTRIA’S BOARD OF DIRECTORS AND RETIREMENT OF BOARD MEMBER LEO KIELY

Richmond, VA (October 27, 2022) – Altria Group, Inc. (NYSE: MO) is pleased to announce that Jacinto “Jase” Hernandez will join our Board of Directors (Board) on November 1, 2022.

“Jase brings a significant and deep understanding of the tobacco landscape following his years as an investment analyst covering the U.S. tobacco industry,” said Kathryn McQuade, our independent Board Chair. “Our Board believes that his industry expertise and financial background will help further advance Altria’s focus on Moving Beyond Smoking in pursuit of its Vision.”

Mr. Hernandez served as a partner and investment analyst for Capital Group and its subsidiary, Capital World Investors. He joined the Capital Group companies in August 2000 and retired in June 2022 after having spent 22 years covering a variety of industries, including U.S. tobacco, helping lead the research portfolio for one of the largest growth mutual funds in the world and serving in key leadership roles. Mr. Hernandez is a director of Pioneer Natural Resources Company (NYSE: PXD).

He will serve as a member of the Finance and Innovation Committees.

In addition, W. Leo Kiely III, a director since 2011, will retire from service on our Board following completion of his current term. Consequently, Mr. Kiely will not stand for re-election to our Board at Altria’s 2023 Annual Meeting of Shareholders.

“We thank Leo for his many contributions in his more than a decade of service to Altria,” said Ms. McQuade.

Altria’s Profile

6601 West Broad Street, Richmond, VA 23230

Learn more about Altria at www.altria.com and follow us on Twitter, Facebook and LinkedIn.


Altria Client Services
Investor Relations
804-484-8222

Altria Client Services
Media Relations
804-484-8897


Source: Altria Group, Inc.

Exhibit 99.3

ALTRIA ANNOUNCES STRATEGIC PARTNERSHIP WITH

JT GROUP AND EXPANDED HEATED TOBACCO PORTFOLIO

▪Altria and JT Group to pursue a global smoke-free partnership to accelerate harm reduction.

▪Altria and JT Group announce joint venture for the U.S. marketing and commercialization of heated tobacco stick products.

▪Altria provides update on wholly owned heated tobacco product pipeline.

RICHMOND, Va. - October 27, 2022 - Altria Group, Inc. (NYSE:MO) today announces a strategic partnership with JT Group (JT) and our expanded heated tobacco portfolio. Our portfolio consists of a joint venture (JV) with a subsidiary of JT for the U.S. marketing and commercialization of heated tobacco stick (HTS) products and our expanded pipeline of wholly owned products.

“We are excited to begin a new partnership with JT Group, a leading international tobacco company,” said Billy Gifford, Altria’s Chief Executive Officer. “We believe this relationship can accelerate harm reduction for adult smokers across the globe.”

“We believe Moving Beyond Smoking in the U.S. requires multiple FDA-authorized products within each smoke-free category to appeal to a diverse range of adult smokers. We believe that our joint venture and pipeline of heated tobacco products position us well to increase adoption of smoke-free products.”

Global Smoke-Free Partnership with JT

Altria and JT announce the execution of a non-binding memorandum of understanding, setting forth the strong commitment of both parties toward a greater partnership to accelerate global harm reduction. Through this partnership, we believe we can accelerate global harm reduction by collaborating on product development and the global commercialization of smoke-free products. We believe this potential collaboration could bring significant value to our respective businesses.


Heated Tobacco Pipeline

The heated tobacco category remains largely undeveloped in the U.S. and our extensive U.S. adult smoker research indicates that heated tobacco products can appeal to adult smokers who are seeking satisfying smoke-free products that contain real tobacco. We believe that certain adult smokers will prefer the familiar tactile and sensorial experience of a HTS product. We also believe that other adult smokers interested in heated tobacco will prefer a product format that is different from traditional cigarettes, such as a heated tobacco capsule (HTC) product. As a result of our research, our expanded U.S. heated tobacco portfolio includes a pipeline of differentiated product platforms, including both HTS and HTC formats.

6601 West Broad Street, Richmond, VA 23230

Heated Tobacco Stick JV with JT

•PM USA has entered into a JV with a subsidiary of JT, Japan Tobacco International (JTI), for the U.S. marketing and commercialization of HTS products. HTS products are defined in the JV as products that include both (i) a tobacco heating device intended to heat the consumable without combusting and (ii) a consumable that meets the definition of a cigarette under the U.S. Federal Cigarette Labeling and Advertising Act.

•JT is a leading international tobacco company and currently sells Ploom HTS products in four countries. JT launched its most recent HTS device, Ploom X, in Japan last year and since its introduction, JT has doubled its share of the Japanese HTS segment.

•The JV is structured to exist in perpetuity and establishes Horizon Innovations LLC (Horizon), which is responsible for the U.S. commercialization of current and future HTS products owned by either party.

•Financial Terms

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

◦PM USA is responsible for making an initial $150 million in capital contributions to Horizon as charges are incurred; capital contributions made to Horizon after the initial $150 million will be split according to economic ownership.

◦We expect to account for Horizon within our “All Other” financial reporting category.

•Commercialization Agreement

◦The parties expect to combine their scientific and regulatory expertise to jointly prepare U.S. Food and Drug Administration (FDA) filings for the latest version of Ploom HTS products, which are not currently commercialized. The parties currently expect to submit pre-market tobacco product applications (PMTA) for these products in the first half of 2025.

▪Upon PMTA authorizations, Horizon will become the exclusive entity through which the parties market and commercialize HTS products in the U.S.

•Given that we agreed to assign our U.S. commercialization rights to the IQOS Tobacco Heating System® to Philip Morris International Inc. in April 2024, we do not expect to have U.S. commercialization rights to the IQOS products when Horizon’s exclusivity requirements go into effect.

▪JTI will supply the Ploom HTS devices and PM USA will manufacture the Marlboro HTS consumables for U.S. commercialization.

▪Horizon will use our leading sales and distribution network, which services over 200,000 U.S. retail stores.

▪The parties have agreed to commercialization milestones for Horizon, which include distribution requirements and minimum levels of cumulative marketing investment.

◦The parties will both maintain independent ownership of their respective intellectual property (IP), including any IP acquired that supports the development of future HTS products.

Wholly Owned Heated Tobacco Product Pipeline

•Our wholly owned pipeline of heated tobacco products and related IP include HTC product formats and new-to-market technologies. We believe HTC products can appeal to U.S. adult smokers who are open to novel smoke-free products but have not yet found a satisfying alternative to cigarettes. This audience includes the millions of U.S. adult smokers who tried, but ultimately rejected, e-vapor products.

•We expect to finalize the design of our HTC platform 1 technology (HTC1) by the end of this year and then begin regulatory preparations for a PMTA submission to the FDA by the end of 2024.

•We also expect to partner with JT to launch the HTC1 technology in an international test market in late 2024 or early 2025 using JT’s sales and distribution network.

Financial Advisor and Legal Counsel

We were advised by Perella Weinberg Partners L.P. as financial advisor and Wachtell, Lipton, Rosen & Katz as legal counsel.


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Learn more about Altria at www.altria.com and follow us on Twitter, Facebook and LinkedIn.

Forward-Looking and Cautionary Statements

This release contains certain forward-looking statements with respect to our pipeline of wholly owned products and the JV with JT for the marketing and commercialization of heated tobacco stick products in the U.S., which are subject to various risks and uncertainties. Such forward looking statements relate to, among other things, the expected timing of finalization of the HTC1 heated tobacco platform, the expected timing of a HTC1 technology international test launch, the perpetual nature of the JV, the preferences of U.S. adult smokers, the appeal of HTS and HTC products to U.S. adult smokers, and the future partnership between Altria and JT and its potential to accelerate global harm reduction, transition adult smokers away from cigarettes and bring significant value to their respective businesses. Factors that may cause actual results to differ include receipt of regulatory authorizations, risks relating to our ability to realize the expected benefits of the transactions and future partnerships in the expected manner or timeframe, if at all, prevailing economic, market, regulatory or business conditions, or changes in such conditions, negatively affecting the parties or their plans for future collaboration and partnerships, changes in market and other conditions resulting in unanticipated delays in the design and development of future products or the commencement of test launches, the outcome of any legal proceedings or investigations that may be instituted against the parties or others related to the transaction, changes in the preferences of U.S. adult tobacco consumers, significant changes in price, availability or quality of raw materials or component parts, including as a result of changes in macroeconomic, climate and geopolitical conditions, the failure to meet commercialization milestones, the ability of Altria and JT to enter into future partnerships (including with respect to a HTC1 international market test) on terms acceptable to both parties and in the expected manner or timeframe, if at all, and the risk of an extended disruption at a facility of, or of service by, a supplier, distributor or distribution chain service provider of our subsidiaries or of JT. Other risk factors are detailed from time to time in our quarterly reports on Form 10-Q and most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission. These forward-looking statements speak only as of the date of this press release. We assume no obligation to provide any revisions to, or update, any projections and forward-looking statements contained in this release.


Source: Altria Group, Inc.	Altria Client Services	Altria Client Services
Mac Livingston, VP, Investor Relations	Investor Relations	Media Relations
Richard.M.Livingston@altria.com	804-484-8222	804-484-8897