UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2020March 31, 2021
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                    
Commission File Number 1-08940
Altria Group, Inc.
(Exact name of registrant as specified in its charter)
Virginia 13-3260245
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer
Identification No.)
6601 West Broad Street,Richmond,Virginia23230
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (804) 274-2200 
 Former name, former address and former fiscal year, if changed since last report
Securities registered pursuant to Section 12(b) of the Act:
               Title of each class               Trading SymbolsName of each exchange on which registered
Common Stock, $0.33 1/3 par valueMONew York Stock Exchange
1.000% Notes due 2023MO23ANew York Stock Exchange
1.700% Notes due 2025MO25New York Stock Exchange
2.200% Notes due 2027MO27New York Stock Exchange
3.125% Notes due 2031MO31New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes   þ     No   ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes   þ    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þAccelerated filer☐
Non-accelerated filer ☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ☐  No   þ
At October 21, 2020,April 20, 2021, there were 1,858,419,1651,850,637,974 shares outstanding of the registrant’s common stock, par value $0.33 1/3 per share.

Table of Contents    


ALTRIA GROUP, INC.
TABLE OF CONTENTS
 
  Page No.
PART I -FINANCIAL INFORMATION
Item 1.Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at
September 30, 2020March 31, 2021 and December 31, 20192020
3
Condensed Consolidated Statements of Earnings for the
Nine and Three Months Ended September 30, 2020March 31, 2021 and 20192020
5
Condensed Consolidated Statements of Comprehensive Earnings for the
Nine and Three Months Ended September 30, 2020March 31, 2021 and 20192020
6
Condensed Consolidated Statements of Stockholders’ Equity for the
NineThree Months Ended September 30, 2020March 31, 2021 and 20192020
7
Three Months Ended September 30, 2020 and 2019
8
Condensed Consolidated Statements of Cash Flows for the
NineThree Months Ended September 30,March 31, 2021 and 2020 and 2019
98
Notes to Condensed Consolidated Financial Statements
1110
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
4536
Item 3.
8465
Item 4.
8466
PART II -OTHER INFORMATION
Item 1.
8466
Item 1A.
8466
Item 2.
8566
Item 6.
8667
Signature
8768

2
Table of Contents    
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.Statements
Altria Group, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in millions of dollars)
(Unaudited)

 
September 30, 2020December 31, 2019March 31, 2021December 31, 2020
AssetsAssetsAssets
Cash and cash equivalentsCash and cash equivalents$4,123 $2,117 Cash and cash equivalents$5,792 $4,945 
ReceivablesReceivables151 152 Receivables142 137 
Inventories:Inventories:Inventories:
Leaf tobaccoLeaf tobacco754 874 Leaf tobacco754 844 
Other raw materialsOther raw materials206 192 Other raw materials186 200 
Work in processWork in process450 696 Work in process471 502 
Finished productFinished product452 531 Finished product537 420 
1,862 2,293 1,948 1,966 
Other current assetsOther current assets263 262 Other current assets147 69 
Total current assetsTotal current assets6,399 4,824 Total current assets8,029 7,117 
Property, plant and equipment, at costProperty, plant and equipment, at cost5,173 5,074 Property, plant and equipment, at cost5,154 5,150 
Less accumulated depreciationLess accumulated depreciation3,164 3,075 Less accumulated depreciation3,172 3,138 
2,009 1,999 1,982 2,012 
GoodwillGoodwill5,177 5,177 Goodwill5,177 5,177 
Other intangible assets, netOther intangible assets, net12,633 12,687 Other intangible assets, net12,598 12,615 
Investments in equity securities19,408 23,581 
Investments in equity securities ($1,778 million and $1,868 million at March 31, 2021 and December 31, 2020, respectively, measured at fair value)Investments in equity securities ($1,778 million and $1,868 million at March 31, 2021 and December 31, 2020, respectively, measured at fair value)20,133 19,529 
Other assetsOther assets1,025 1,003 Other assets857 964 
Total AssetsTotal Assets$46,651 $49,271 Total Assets$48,776 $47,414 
 
See notes to condensed consolidated financial statements.
3
Table of Contents    
Altria Group, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Continued)
(in millions of dollars, except share and per share data)
(Unaudited)

 
September 30, 2020December 31, 2019March 31, 2021December 31, 2020
LiabilitiesLiabilitiesLiabilities
Current portion of long-term debtCurrent portion of long-term debt$1,500 $1,000 Current portion of long-term debt$1,500 $1,500 
Accounts payableAccounts payable348 325 Accounts payable271 380 
Accrued liabilities:Accrued liabilities:Accrued liabilities:
MarketingMarketing521 393 Marketing546 523 
Settlement chargesSettlement charges3,206 3,346 Settlement charges4,539 3,564 
OtherOther1,113 1,545 Other1,550 1,494 
Dividends payableDividends payable1,602 1,565 Dividends payable1,598 1,602 
Total current liabilitiesTotal current liabilities8,290 8,174 Total current liabilities10,004 9,063 
Long-term debtLong-term debt27,755 27,042 Long-term debt28,180 27,971 
Deferred income taxesDeferred income taxes4,724 5,083 Deferred income taxes4,727 4,532 
Accrued pension costsAccrued pension costs404 473 Accrued pension costs481 551 
Accrued postretirement health care costsAccrued postretirement health care costs1,798 1,797 Accrued postretirement health care costs1,952 1,951 
Other liabilitiesOther liabilities409 345 Other liabilities397 381 
Total liabilitiesTotal liabilities43,380 42,914 Total liabilities45,741 44,449 
Contingencies (Note 12)
Contingencies (Note 10)Contingencies (Note 10)00
Redeemable noncontrolling interestRedeemable noncontrolling interest39 38 Redeemable noncontrolling interest40 40 
Stockholders’ EquityStockholders’ EquityStockholders’ Equity
Common stock, par value $0.33 1/3 per share
(2,805,961,317 shares issued)
Common stock, par value $0.33 1/3 per share
(2,805,961,317 shares issued)
935 935 
Common stock, par value $0.33 1/3 per share
(2,805,961,317 shares issued)
935 935 
Additional paid-in capitalAdditional paid-in capital5,973 5,970 Additional paid-in capital5,905 5,910 
Earnings reinvested in the businessEarnings reinvested in the business34,356 36,539 Earnings reinvested in the business34,507 34,679 
Accumulated other comprehensive lossesAccumulated other comprehensive losses(3,781)(2,864)Accumulated other comprehensive losses(3,774)(4,341)
Cost of repurchased stock
(947,542,152 shares at September 30, 2020 and
947,979,763 shares at December 31, 2019)
(34,344)(34,358)
Cost of repurchased stock
(954,184,118 shares at March 31, 2021 and
947,542,152 shares at December 31, 2020)
Cost of repurchased stock
(954,184,118 shares at March 31, 2021 and
947,542,152 shares at December 31, 2020)
(34,660)(34,344)
Total stockholders’ equity attributable to AltriaTotal stockholders’ equity attributable to Altria3,139 6,222 Total stockholders’ equity attributable to Altria2,913 2,839 
Noncontrolling interestsNoncontrolling interests93 97 Noncontrolling interests82 86 
Total stockholders’ equityTotal stockholders’ equity3,232 6,319 Total stockholders’ equity2,995 2,925 
Total Liabilities and Stockholders’ EquityTotal Liabilities and Stockholders’ Equity$46,651 $49,271 Total Liabilities and Stockholders’ Equity$48,776 $47,414 
See notes to condensed consolidated financial statements.

4
Table of Contents    
Altria Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings
(in millions of dollars, except per share data)
(Unaudited)
_____________________________________
For the Nine Months Ended September 30,For the Three Months Ended September 30,
2020201920202019
For the Three Months Ended March 31,For the Three Months Ended March 31,20212020
Net revenuesNet revenues$19,849 $19,103 $7,123 $6,856 Net revenues$6,036 $6,359 
Cost of salesCost of sales5,909 5,367 1,961 1,915 Cost of sales1,608 2,173 
Excise taxes on productsExcise taxes on products4,063 4,109 1,445 1,444 Excise taxes on products1,156 1,313 
Gross profitGross profit9,877 9,627 3,717 3,497 Gross profit3,272 2,873 
Marketing, administration and research costsMarketing, administration and research costs1,585 1,654 557 552 Marketing, administration and research costs582 537 
Asset impairment and exit costs0 74 0 1 
Operating incomeOperating income8,292 7,899 3,160 2,944 Operating income2,690 2,336 
Interest and other debt expense, netInterest and other debt expense, net893 989 310 293 Interest and other debt expense, net308 275 
Net periodic benefit income, excluding service cost(58)(40)(3)(24)
(Earnings) losses from equity investments306 (866)472 (333)
Impairment of JUUL equity securities2,600 4,500 2,600 4,500 
Loss on Cronos-related financial instruments202 1,327 105 636 
Loss on early extinguishment of debtLoss on early extinguishment of debt649 0 
Net periodic benefit (income) cost, excluding service costNet periodic benefit (income) cost, excluding service cost(43)(27)
(Income) losses from equity investments(Income) losses from equity investments(51)(157)
Earnings (losses) before income taxes4,349 1,989 (324)(2,128)
(Gain) loss on Cronos-related financial instruments(Gain) loss on Cronos-related financial instruments(110)137 
Earnings before income taxesEarnings before income taxes1,937 2,108 
Provision for income taxesProvision for income taxes1,817 1,473 632 474 Provision for income taxes516 558 
Net earnings (losses)2,532 516 (956)(2,602)
Net earningsNet earnings1,421 1,550 
Net (earnings) losses attributable to noncontrolling interestsNet (earnings) losses attributable to noncontrolling interests11 0 4 2 Net (earnings) losses attributable to noncontrolling interests3 2 
Net earnings (losses) attributable to Altria$2,543 $516 $(952)$(2,600)
Net earnings attributable to AltriaNet earnings attributable to Altria$1,424 $1,552 
Per share data:Per share data:Per share data:
Basic earnings (losses) per share attributable to Altria$1.37 $0.27 $(0.51)$(1.39)
Diluted earnings (losses) per share attributable to Altria$1.36 $0.27 $(0.51)$(1.39)
Basic and diluted earnings per share attributable to AltriaBasic and diluted earnings per share attributable to Altria$0.77 $0.83 
See notes to condensed consolidated financial statements.

5
Table of Contents    
Altria Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Earnings
(in millions of dollars)
(Unaudited)
For the Nine Months Ended September 30,For the Three Months Ended September 30,
2020201920202019
Net earnings (losses)$2,532 $516 $(956)$(2,602)
Other comprehensive earnings (losses), net of deferred income taxes:
Benefit plans27 84 (15)26 
ABI(928)53 (15)221 
Currency translation adjustments and other(16)8 23 (3)
Other comprehensive earnings (losses), net of deferred
income taxes
(917)145 (7)244 
Comprehensive earnings (losses)1,615 661 (963)(2,358)
Comprehensive (earnings) losses attributable to noncontrolling interests11 0 4 2 
Comprehensive earnings (losses) attributable to Altria$1,626 $661 $(959)$(2,356)
_____________________
For the Three Months Ended March 31,20212020
Net earnings$1,421 $1,550 
Other comprehensive earnings (losses), net of deferred income taxes:
Benefit plans28 21 
ABI517 298 
Currency translation adjustments and other22 12 
Other comprehensive earnings (losses), net of deferred
income taxes
567 331 
Comprehensive earnings (losses)1,988 1,881 
Comprehensive (earnings) losses attributable to noncontrolling interests3 2 
Comprehensive earnings (losses) attributable to Altria$1,991 $1,883 
See notes to condensed consolidated financial statements.
6
Table of Contents    
Altria Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
for the NineThree Months Ended September 30,March 31, 2021 and 2020 and 2019
(in millions of dollars, except per share data)
(Unaudited)

 
 Attributable to Altria  
 Common
Stock		Additional
Paid-in
Capital		Earnings
Reinvested
in the
Business		Accumulated
Other
Comprehensive
Losses		Cost of
Repurchased
Stock		Non
controlling
Interests		Total
Stockholders’
Equity
Balances, December 31, 2019$935 $5,970 $36,539 $(2,864)$(34,358)$97 $6,319 
Net earnings (losses) (1)
— — 2,543 — — (13)2,530 
Other comprehensive earnings (losses), net of deferred income taxes— — — (917)— — (917)
Stock award activity— 3 — — 14 — 17 
Cash dividends declared ($2.54 per share)— — (4,726)— — — (4,726)
Other— — — — — 9 9 
Balances, September 30, 2020$935 $5,973 $34,356 $(3,781)$(34,344)$93 $3,232 
 Attributable to Altria  
 Common
Stock		Additional
Paid-in
Capital		Earnings
Reinvested
in the
Business		Accumulated
Other
Comprehensive
Losses		Cost of
Repurchased
Stock		Non-
controlling
Interests		Total
Stockholders’
Equity
Balances, December 31, 2020$935 $5,910 $34,679 $(4,341)$(34,344)$86 $2,925 
Net earnings (1)
— — 1,424 — — (4)1,420 
Other comprehensive earnings (losses), net of deferred income taxes— — — 567 — — 567 
Stock award activity— (5)— — 9 — 4 
Cash dividends declared ($0.86 per share)— — (1,596)— — — (1,596)
Repurchases of common stock— — — — (325)— (325)
Balances, March 31, 2021$935 $5,905 $34,507 $(3,774)$(34,660)$82 $2,995 


 Attributable to Altria  
 Common
Stock		Additional
Paid-in
Capital		Earnings
Reinvested
in the
Business		Accumulated
Other
Comprehensive
Losses		Cost of
Repurchased
Stock		Non
controlling
Interests		Total
Stockholders’
Equity
Balances, December 31, 2018$935 $5,961 $43,962 $(2,547)$(33,524)$2 $14,789 
Net earnings (losses) (1)
— — 516 — — (3)513 
Other comprehensive earnings (losses), net of deferred income taxes— — — 145 — — 145 
Stock award activity— (1)— — 12 — 11 
Cash dividends declared ($2.44 per share)— — (4,568)— — — (4,568)
Repurchases of common stock— — — — (346)— (346)
Issuance of noncontrolling interest in Helix— — — — — 88 88 
Other— — — — — 5 5 
Balances, September 30, 2019$935 $5,960 $39,910 $(2,402)$(33,858)$92 $10,637 
 Attributable to Altria  
 Common
Stock		Additional
Paid-in
Capital		Earnings
Reinvested
in the
Business		Accumulated
Other
Comprehensive
Losses		Cost of
Repurchased
Stock		Non-
controlling
Interests		Total
Stockholders’
Equity
Balances, December 31, 2019$935 $5,970 $36,539 $(2,864)$(34,358)$97 $6,319 
Net earnings (1)
— — 1,552 — — (3)1,549 
Other comprehensive earnings (losses), net of deferred income taxes— — — 331 — — 331 
Stock award activity— (11)— — 12 — 1 
Cash dividends declared ($0.84 per share)— — (1,563)— — — (1,563)
Balances, March 31, 2020$935 $5,959 $36,528 $(2,533)$(34,346)$94 $6,637 

(1)Amounts attributable to noncontrolling interests for the ninethree months ended September 30,March 31, 2021 and 2020 and 2019 exclude net earnings of $2$1 million and $3 million, respectively, due to the redeemable noncontrolling interest related to Stag’s Leap Wine Cellars, which is reported in the mezzanine equity section on the condensed consolidated balance sheets.

See notes to condensed consolidated financial statements.


7
Table of Contents    
Altria Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
for the Three Months Ended September 30, 2020 and 2019
(in millions of dollars, except per share data)
(Unaudited)
 Attributable to Altria  
 Common
Stock		Additional
Paid-in
Capital		Earnings
Reinvested
in the
Business		Accumulated
Other
Comprehensive
Losses		Cost of
Repurchased
Stock		Non
controlling
Interests		Total
Stockholders’
Equity
Balances, June 30, 2020$935 $5,964 $36,908 $(3,774)$(34,345)$98 $5,786 
Net earnings (losses) (1)
— — (952)— — (5)(957)
Other comprehensive earnings (losses), net of deferred income taxes— — — (7)— — (7)
Stock award activity— 9 — — 1 — 10 
Cash dividends declared ($0.86 per share)— — (1,600)— — — (1,600)
Balances, September 30, 2020$935 $5,973 $34,356 $(3,781)$(34,344)$93 $3,232 


 Attributable to Altria  
 Common
Stock		Additional
Paid-in
Capital		Earnings
Reinvested
in the
Business		Accumulated
Other
Comprehensive
Losses		Cost of
Repurchased
Stock		Non
controlling
Interests		Total
Stockholders’
Equity
Balances, June 30, 2019$935 $5,953 $44,081 $(2,646)$(33,859)$2 $14,466 
Net earnings (losses) (1)
— — (2,600)— — (3)(2,603)
Other comprehensive earnings (losses), net of deferred income taxes— — — 244 — — 244 
Stock award activity— 7 — — 1 — 8 
Cash dividends declared ($0.84 per share)— — (1,571)— — — (1,571)
Issuance of noncontrolling interest in Helix— — — — — 88 88 
Other— — — — — 5 5 
Balances, September 30, 2019$935 $5,960 $39,910 $(2,402)$(33,858)$92 $10,637 

(1) Amounts attributable to noncontrolling interests for the three months ended September 30, 2020 and 2019 exclude net earnings of $1 million due to the redeemable noncontrolling interest related to Stag’s Leap Wine Cellars, which is reported in the mezzanine equity section on the condensed consolidated balance sheets.

See notes to condensed consolidated financial statements.


8
Table of Contents
Altria Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in millions of dollars)
(Unaudited)
 For the Nine Months Ended September 30,
 20202019
Cash Provided by (Used in) Operating Activities
Net earnings (losses)$2,532 $516 
Adjustments to reconcile net earnings (losses) to operating cash flows:
Depreciation and amortization192 163 
Deferred income tax provision (benefit)(111)(261)
(Earnings) losses from equity investments306 (866)
Dividends from ABI108 221 
Loss on Cronos-related financial instruments202 1,327 
Impairment of JUUL equity securities2,600 4,500 
Asset impairment and exit costs, net of cash paid(42)(33)
Cash effects of changes:
Receivables1 (21)
Inventories136 147 
Accounts payable24 (157)
Income taxes0 174 
Accrued liabilities and other current assets(504)(359)
Accrued settlement charges(140)(360)
Pension plan contributions(16)(51)
Pension provisions and postretirement, net(35)(42)
Other, net591 376 
Net cash provided by (used in) operating activities5,844 5,274 
Cash Provided by (Used in) Investing Activities
Capital expenditures(162)(160)
Investment in Cronos0 (1,863)
Acquisitions of businesses and assets0 (421)
Other, net55 32 
Net cash provided by (used in) investing activities$(107)$(2,412)
_____________________
For the Three Months Ended March 31,20212020
Cash Provided by (Used in) Operating Activities
Net earnings$1,421 $1,550 
Adjustments to reconcile net earnings to operating cash flows:
Depreciation and amortization63 65 
Deferred income tax provision (benefit)65 26 
(Income) losses from equity investments(51)(157)
(Gain) loss on Cronos-related financial instruments(110)137 
Loss on early extinguishment of debt649 0 
Cash effects of changes:
Receivables(5)5 
Inventories18 (5)
Accounts payable(98)(45)
Income taxes396 495 
Accrued liabilities and other current assets(307)(421)
Accrued settlement charges975 1,073 
Pension plan contributions(3)(4)
Pension provisions and postretirement, net(32)(20)
Other, net (1)
59 430 
Net cash provided by (used in) operating activities3,040 3,129 
Cash Provided by (Used in) Investing Activities
Capital expenditures(26)(52)
Other, net(3)0 
Net cash provided by (used in) investing activities$(29)$(52)

(1) 2020 reflects inventory-related amounts associated with the Wine Business Strategic Reset. For further discussion, see Note 8.Segment Reporting.
See notes to condensed consolidated financial statements.

98
Table of Contents    
Altria Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Continued)
(in millions of dollars)
(Unaudited)
 For the Nine Months Ended
September 30,
 20202019
Cash Provided by (Used in) Financing Activities
Proceeds from short-term borrowings$3,000 $0 
Repayment of short-term borrowings(3,000)(12,800)
Long-term debt issued1,993 16,265 
Long-term debt repaid(1,000)(1,144)
Repurchases of common stock0 (346)
Dividends paid on common stock(4,690)(4,498)
Other, net(16)(127)
Net cash provided by (used in) financing activities(3,713)(2,650)
Cash, cash equivalents and restricted cash:
Increase (decrease)2,024 212 
Balance at beginning of period2,160 1,433 
Balance at end of period$4,184 $1,645 
The following table provides a reconciliation of cash, cash equivalents and restricted cash to the amounts reported on Altria’s condensed consolidated balance sheets:
At September 30, 2020At December 31, 2019
Cash and cash equivalents$4,123 $2,117 
Restricted cash included in other current assets (1)
1 0 
Restricted cash included in other assets (1)
60 43 
Cash, cash equivalents and restricted cash$4,184 $2,160 
_____________________
For the Three Months Ended March 31,20212020
Cash Provided by (Used in) Financing Activities
Proceeds from short-term borrowings$0 $3,000 
Long-term debt issued5,472 0 
Long-term debt repaid(5,042)(1,000)
Repurchases of common stock(325)0 
Dividends paid on common stock(1,601)(1,563)
Premiums and fees related to early extinguishment of debt(623)0 
Other, net(53)(10)
Net cash provided by (used in) financing activities(2,172)427 
Cash, cash equivalents and restricted cash:
Increase (decrease)839 3,504 
Balance at beginning of period5,006 2,160 
Balance at end of period$5,845 $5,664 
The following table provides a reconciliation of cash, cash equivalents and restricted cash to the amounts reported on Altria’s condensed consolidated balance sheets:
At March 31, 2021At December 31, 2020
Cash and cash equivalents$5,792 $4,945 
Restricted cash included in other current assets (1)
5 1 
Restricted cash included in other assets (1)
48 60 
Cash, cash equivalents and restricted cash$5,845 $5,006 
(1)Restricted cash consisted of cash deposits collateralizing appeal bonds posted by PM USA to obtain stays of judgments pending appeals. See Note 12.10. Contingencies.

See notes to condensed consolidated financial statements.
109
Table of Contents    

Altria Group, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 1. Background and Basis of Presentation:Presentation

Background

When used in these notes, the term "Altria”“Altria,” refers to Altria Group, Inc. and its subsidiaries, unless otherwise specified or unless otherwise required.the context requires otherwise.

▪
Background: At September 30, 2020, Altria Group, Inc.’sMarch 31, 2021, Altria’s wholly owned subsidiaries included Philip Morris USA Inc. (“PM USA”), which is engaged in the manufacture and sale of cigarettes in the United States (including super premium cigarettes previously manufactured and sold by Sherman Holdings, LLC and its subsidiaries (“Nat Sherman”));States; John Middleton Co. (“Middleton”), which is engaged in the manufacture and sale of machine-made large cigars and pipe tobacco and is a wholly owned subsidiary of PM USA; UST LLC (“UST”), which through its wholly owned subsidiaries, including U.S. Smokeless Tobacco Company LLC (“USSTC”) and Ste. Michelle Wine Estates Ltd. (“Ste. Michelle”), is engaged in the manufacture and sale of moist smokeless tobacco products (“MST”) and, snus products and wine; and Philip Morris Capital Corporation (“PMCC”), which maintains a portfolio of finance assets, substantially all of which are leveraged leases. In addition, at March 31, 2021, Altria owned an 80% interest in Helix Innovations LLC (“Helix”), which is engaged in the manufacture and sale of on!oral nicotine pouches. pouches in the United States and Canada. As a result of transactions in December 2020 and April 2021 to purchase the remaining 20% interest in (i) the on! international rest of world business (“Helix ROW”) and (ii) Helix’s on! business in the United States and Canada, respectively, Altria now owns 100% of the global on! business. The total purchase price of the December 2020 and April 2021 transactions was approximately $250 million.
Other Altria wholly owned subsidiaries included Altria Group Distribution Company, which provides sales and distribution services to certain Altria operating subsidiaries, and Altria Client Services LLC, which provides various support services in areas such as legal, regulatory, consumer engagement, finance, human resources and external affairs to Altria and its subsidiaries. Altria’s access to the operating cash flows of its wholly owned subsidiaries consists of cash received from the payment of dividends and distributions, and the payment of interest on intercompany loans by its subsidiaries. At September 30, 2020,March 31, 2021, Altria’s significant wholly owned subsidiaries were not limited by contractual obligations onin their ability to pay cash dividends or make other distributions with respect to their equity interests.

At September 30, 2020, Altria had a 10.0% ownershipMarch 31, 2021, Altria’s investments in equity securities consisted of Anheuser-Busch InBev SA/NV (“ABI”), whichCronos Group Inc. (“Cronos”) and JUUL Labs, Inc. (“JUUL”). Altria accounts for its investments in ABI and Cronos under the equity method of accounting using a one-quarter lag. Altria receives cash dividends onaccounts for its interest in ABI and will continue to do so as long as ABI pays dividends.

At September 30, 2020, Altria had a 35% economic interestequity investment in JUUL Labs, Inc. (“JUUL”), which Altria accounts for as an investment in an equity security. JUUL is engaged in the manufacture and sale of e-vapor products in the U.S. and certain international markets.

During the third quarter of 2019, Helix acquired Burger Söhne Holding and its subsidiaries as well as certain affiliated companies (the “Burger Group”) that are engaged in the manufacture and sale of on! oral nicotine pouches. At closing, Altria indirectly owned an 80% interest in Helix, for which Altria paid $353 million in third quarter of 2019. The financial results of Helix are included in Altria’s condensed consolidated financial statements as part of its oral tobacco products segment (formerly smokeless products segment), with the 20% minority ownership interest in Helix (held by the former shareholders of the Burger Group) included as a non-controlling interest. The purchase price allocation has been completed, and there were no changes subsequent to the acquisition date.

At September 30, 2020, Altria had a 44% ownership in Cronos Group Inc. (“Cronos”), a global cannabinoid company headquartered in Toronto, Canada, which Altria accounts for under the equity method of accounting using a one-quarter lag.

fair value option.
For further discussion of Altria’s investments in equity securities, see Note 4.3. Investments in Equity Securities.

▪
Dividends and Share Repurchases
Repurchases:
In July 2020,2019, Altria’s Board of Directors (the “Board of Directors” or “Board”) declared a 2.4% increase in the quarterly dividend rate to $0.86 per share of Altria common stock versus the previous rate of $0.84 per share. The current annualized dividend rate is $3.44. Future dividend payments remain subject to the discretion of the Board of Directors.

In January 2018, the Board of Directors authorized a $1.0 billion share repurchase program that it expanded to $2.0 billion in May 2018 (as expanded, the “January 2018 share repurchase program”). In June 2019, Altria completed the January 2018 share
11
Table of Contents
repurchase program, under which it purchased a total of 34.0 million shares of its common stock at an average price of $58.86 per share.

In July 2019, the Board of Directors authorized a $1.0 billion share repurchase program (the “July 2019 share repurchase program”).program. In April 2020, the Board of Directors rescinded the $500 million remaining in this program as part of Altria’s efforts to enhance its liquidity position in response to the COVID-19 pandemic. There were 0Altria did 0t repurchase any shares in 2020.
In January 2021, the Board authorized a new $2.0 billion share repurchase program. At March 31, 2021, Altria had $1,675 million remaining in this program. The timing of share repurchases made in 2020.

under this program depends upon marketplace conditions and other factors, and the program remains subject to the discretion of the Board.
Altria’s 2019 share repurchase activity for the three months ended March 31, 2021 was as follows:
(in millions, except per share data)For the Nine Months Ended September 30, 2019For the Three Months Ended September 30, 2019
Total number of shares repurchased6.4 0 
Aggregate cost of shares repurchased$346 $0 
Average price per share of shares repurchased$54.36 $0 
(in millions, except per share data)2021
Total number of shares repurchased6.9
Aggregate cost of shares repurchased$325
Average price per share of shares repurchased$47.02

▪
Basis of Presentation
Presentation:
The interim condensed consolidated financial statements of Altria are unaudited. It is the opinion of Altria’s management that all adjustments necessary for a fair statement of the interim results presented have been reflected in the interim condensed consolidated financial statements. All such adjustments were of a normal recurring nature. Net revenues and net earnings for any interim period are not necessarily indicative of results that may be expected for the entire year.

Certain immaterial prior year amounts have been reclassified to conform with the current year’s presentation.

These statements should be read in conjunction with Altria’s audited consolidated financial statements and related notes, which appear in Altria’s Annual Report on Form 10-K for the year ended December 31, 2019.2020 (the “2020 Form 10-K”).

In the first quarter of 2020,On January 1, 2021, Altria renamed its smokeless products segment as the oral tobacco products segment.

During the second quarter of 2020, Altria began complying early, as permitted, with Regulation S-X Rules 13-01 and 13-02 regarding the financial disclosure requirements for registered debt securities with subsidiary guarantees. On October 23, 2020, the Financial Accounting Standards Board issuedadopted Accounting Standards Update (“ASU”) 2020-09,2019-12, DebtIncome Taxes (Topic 470)740): Amendments to SEC Paragraphs Pursuant to SEC Release No. 33-10762, to reflect changesSimplifying the U.S. Securities and Exchange Commission (“SEC”) has made to its disclosure rules on guaranteed debt securities offerings. The new rules replace the previously required condensed consolidating financial information with summarized financial information of the issuer and the guarantor and, among other things, require expanded qualitative disclosures. Altria has elected to provide this information in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section in its Quarterly Report on Form 10-Q as permitted by the new rules.
10

Table of Contents
On January 1, 2020, Altria adopted Accounting for Income Taxes (“ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments and all related ASU amendments(collectively “ASU No. 2016-13”2019-12”). This guidance replaces the current incurred loss impairment methodologyremoves certain exceptions for recognizing credit lossesinvestments, intraperiod allocations and interim calculations, and adds guidance to reduce complexity in accounting for financial assets with a methodology that reflects the entity’s current estimate of all expected credit losses and requires consideration of a broader range of reasonable and supportable information for estimating credit losses.income taxes. The adoption of ASU No. 2016-132019-12 did not have a material impact on Altria’s condensed consolidated financial statements.

Additionally, on January 1, 2020,2021, Altria adopted ASU No. 2018-15,2020-01, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service ContractInvestments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815):Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (“ASU No. 2018-15”2020-01”). This guidance alignsprovides clarification of the requirementsinteraction of rules for capitalizing implementation costs incurred in a hosting arrangement that is a service contract withequity securities, the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license).equity method of accounting, and forward contracts and purchase options on certain types of securities. The adoption of ASU No. 2018-152020-01 did not have a material impact on Altria’s condensed consolidated financial statements.

For a description of issued accounting guidance applicable to, but not yet adopted by, Altria, see Note 13.11. New Accounting Guidance Not Yet Adopted.
12
Table of Contents


Note 2. Revenues from Contracts with Customers:

Customers
Altria disaggregates net revenues based on product type. For further discussion, see Note 9.8. Segment Reporting.

A majority of Altria’s businesses offer cash discounts to customers for prompt payment and calculate cash discounts as a percentage of the list price based on historical experience and agreed-upon payment terms. Beginning in the first quarter of 2021, USSTC began calculating cash discounts as a flat rate per unit, based on agreed-upon payment terms. Altria’s businesses record an allowance forreceivables net of the cash discounts which is included as a contra-asset against receivables on Altria’s condensed consolidated balance sheets. Cash discounts at September 30, 2020 and December 31, 2019 were de minimis, and there were no differences between amounts recorded as an allowance for cash discounts and cash discounts subsequently given to customers.

Altria’s businesses that receive payments in advance of product shipment record such payments as deferred revenue. These payments are included in other accrued liabilities on Altria’s condensed consolidated balance sheets until control of such products is obtained by the customer. Deferred revenue was $250$264 million and $362$301 million at September 30, 2020March 31, 2021 and December 31, 2019,2020, respectively. When cash is received in advance of product shipment, Altria’s businesses satisfy their performance obligations within three days of receiving payment. At September 30, 2020March 31, 2021 and December 31, 2019,2020, there were no differences between amounts recorded as deferred revenue and amounts subsequently recognized as revenue.

Receivables which primarily reflect sales of wine produced and/or distributed by Ste. Michelle, were $151$142 million and $152$137 million at September 30, 2020March 31, 2021 and December 31, 2019,2020, respectively. At September 30, 2020March 31, 2021 and December 31, 2019,2020, there were no expected differences between amounts recorded and subsequently received, and Altria’s businesses did not record an allowance for doubtful accounts against these receivables.

Altria’s businesses record an allowance for returned goods, which is included in other accrued liabilities on Altria’s condensed consolidated balance sheets. While all of Altria’s tobacco operating companies sell tobacco products with dates relative to freshness as printed on product packaging, it is USSTC’s policy to accept authorized sales returns from its customers for products that have passed such dates due to the limited shelf life of USSTC’s MST and snus products. Altria’s businesses record estimated sales returns, which are based principally on historical volume and return rates, as a reduction to revenues. Actual sales returns will differ from estimated sales returns to the extent actual results differ from estimated assumptions. Altria’s businesses reflect differences between actual and estimated sales returns in the period in which the actual amounts become known. These differences, if any, have not had a material impact on Altria’s condensed consolidated financial statements. All returned goods are destroyed upon return and not included in inventory. Consequently, Altria’s businesses do not record an asset for their right to recover goods from customers upon return.

Sales incentives include variable payments related to goods sold by Altria’s businesses. Altria’s businesses include estimates of variable consideration as a reduction to revenues upon shipment of goods to customers. The sales incentives that require significant estimates and judgments are as follows:

Price promotion payments- Altria’s businesses make price promotion payments, substantially all of which are made to their retail partners, to incent the promotion of certain product offerings in select geographic areas.

Wholesale and retail participation payments- Altria’s businesses make payments to their wholesale and retail partners to incent merchandising and sharing of sales data in accordance with each business’s trade agreements.

These estimates primarily include estimated wholesale to retail sales volume and historical acceptance rates. Actual payments will differ from estimated payments to the extent actual results differ from estimated assumptions. Differences between actual and estimated payments are reflected in the period such information becomes available. These differences, if any, have not had a material impact on Altria’s condensed consolidated financial statements.


13
11
Table of Contents
Note 3. Asset Impairment, Exit and Implementation Costs:

Pre-tax asset impairment, exit and implementation costs consisted of the following:
For the Nine Months Ended September 30,
20202019
Implementation Costs (1)
TotalAsset Impairment and Exit Costs
Implementation Costs (2)
Total
(in millions)
Smokeable products$0 $0 $50 $29 $79 
Oral tobacco products0 0 9 3 12 
Wine395 395 0 0 0 
All other0 0 14 (7)7 
General corporate0 0 1 0 1 
Total395 395 74 25 99 
Plus amounts included in net periodic benefit income, excluding
service cost (3)
0 0 12 0 12 
Total$395 $395 $86 $25 $111 
(1) Included in cost of sales in Altria’s condensed consolidated statements of earnings.
(2) Included in cost of sales ($1 million cost reversal) and marketing, administration and research costs ($26 million) in Altria’s condensed consolidated statements of earnings.
(3) Represents curtailment costs. See Note 6. Benefit Plans.
For the Three Months Ended September 30,
20202019
Implementation Costs (1)
TotalAsset Impairment and Exit Costs
Implementation Costs (2)
Total
(in millions)
Smokeable products$0 $0 $0 $4 $4 
Oral tobacco products0 0 1 0 1 
Wine1 1 0 0 0 
Total$1 $1 $1 $4 $5 
(1) Included in cost of sales in Altria’s condensed consolidated statements of earnings.
(2) Included in cost of sales ($1 million) and marketing, administration and research costs ($3 million) in Altria’s condensed consolidated statements of earnings.

Implementation costs for 2020 were related to Ste. Michelle’s strategic reset as discussed below. The 2019 pre-tax asset impairment, exit and implementation costs were primarily related to the cost reduction program announced in December 2018, which was completed in 2019.

The movement in the restructuring liabilities, substantially all of which were severance liabilities, related to the cost reduction program was as follows:
(in millions)
Balances at December 31, 2019$67 
Charges0 
Cash spent(42)
Balances at September 30, 2020$25 

Wine Business Strategic Reset

Evolving adult consumer preferences have posed strategic challenges for Ste. Michelle, which has seen slowing growth in the wine category and increased inventory levels in recent periods. Against a backdrop of product volume demand uncertainty and long-term non-cancelable grape purchase commitments, which have been further negatively impacted by government actions which restrict direct-to-consumer sales and on-premise sales and economic uncertainty surrounding the COVID-19 pandemic,
14
Table of Contents
Ste. Michelle experienced additional increases in inventory levels that at March 31, 2020 significantly exceeded long-term forecasted demand.

During the nine and three months ended September 30, 2020, Ste. Michelle recorded pre-tax charges of $395 million and $1 million, respectively, which were included in cost of sales in Altria’s condensed consolidated statements of earnings. The charges consisted primarily of the following: (i) write-off of inventory ($292 million recorded in the first quarter of 2020) as Ste. Michelle no longer believes that the benefit of the blending and production plans for its inventory outweighs inventory carrying cost given the reduced product volume demand; and (ii) estimated losses on future non-cancelable grape purchase commitments that Ste. Michelle believes no longer have a future economic benefit ($100 million recorded in the first quarter of 2020). The non-cancelable grape purchase commitments will continue to require cash payments as grape commitments are fulfilled over the next five years.

Given such uncertainty in economic conditions and product volume demand, as well as long-term supply-side contractual challenges, Altria and Ste. Michelle undertook a review of the wine business. As a result, Altria and Ste. Michelle implemented a strategic reset in order to maximize Ste. Michelle’s profitability and achieve improved long-term cash-flow generation. This strategic reset includes: (i) an updated approach to forecasting demand; (ii) supply chain optimization; (iii) SKU rationalization to reduce the number of products and eliminate underperforming brands; and (iv) streamlining operations by reducing future capital expenditures, working capital requirements and ongoing operating costs.

Ste. Michelle expects to record charges of approximately $20 million in 2020, consisting of inventory disposal costs and other charges.

Note 4. Investments in Equity Securities:

Securities
Altria’s investments consisted of the following:
Carrying AmountCarrying Amount
September 30, 2020December 31, 2019
(in millions)
(in millions)(in millions)March 31, 2021December 31, 2020
ABIABI$16,716 $18,071 ABI$17,390 $16,651 
JUULJUUL1,605 4,205 JUUL1,505 1,705 
Cronos (1)
Cronos (1)
1,087 1,305 
Cronos (1)
1,238 1,173 
TotalTotal$19,408 $23,581 Total$20,133 $19,529 
(1) September 30, 2020 includesMarch 31, 2021 included Altria’s equity method investment in Cronos ($986965 million), the Cronos warrant ($86235 million) and the Fixed-price Preemptive Rights ($1538 million) and, (collectively, “Investment in Cronos”). The Investment in Cronos at December 31, 2019 includes2020 included Altria’s equity method investment in Cronos ($1,0021,010 million), the Cronos warrant ($234139 million) and the Fixed -priceFixed-price Preemptive Rights ($6924 million), as discussed. See below for further below.discussion.

EarningsIncome (losses) from equity investments accounted for under the equity method of accounting and fair value option consisted of the following:
For the Nine Months Ended September 30,For the Three Months Ended September 30,
2020201920202019
(in millions)
ABI (1)
$(306)$640 $(418)$252 
Cronos0 226 (54)81 
Total$(306)$866 $(472)$333 
(1) At September 30, 2020 Altria recorded pre-tax losses associated with its share of ABI’s completion of the sale of its Australia subsidiary and ABI’s goodwill impairment charge associated with its Africa businesses. These amounts include Altria’s share of amounts recorded by ABI in its second quarter of 2020, as well as additional adjustments related to (i) conversion from international financial reporting standards to United States generally accepted accounting principles, and (ii) adjustments to Altria’s investment required under the equity method of accounting.

Altria reviews its equity investments accounted for under the equity method of accounting (ABI and Cronos) for impairment on a quarterly basis in connection with the preparation of its financial statements by comparing the fair value of each of its investments to its respective carrying value. If the carrying value of an investment exceeds its fair value and the loss in value is other than temporary, the investment is considered impaired and reduced to fair value, and the impairment is recognized in the period identified.
15
Table of Contents
Altria reviews its investment in JUUL for impairment by performing a qualitative assessment of impairment indicators on a quarterly basis in connection with the preparation of its financial statements. If this qualitative assessment indicates that Altria’s investment in JUUL may be impaired, a quantitative assessment is performed. If the quantitative assessment indicates the fair value of the investment is less than its carrying value, the investment is written down to its fair value.

For the Three Months Ended March 31,
(in millions)20212020
ABI$318 $134 
Cronos(67)23 
Income (losses) from investments under equity method of accounting251 157 
JUUL(200)0 
Income (losses) from equity investments$51 $157 
Investment in ABI

At September 30, 2020,March 31, 2021, Altria had a 10.0% ownership interest in ABI, consisting of 185 million restricted shares of ABI (the “Restricted Shares”) and 12 million ordinary shares of ABI. Altria’s ownership percentage decreased from 10.1% at March 31, 2020 dueThe Restricted Shares:
▪are unlisted and not admitted to the issuance of additional shares by ABI.trading on any stock exchange;

▪are subject to a five-year lock-up (subject to limited exceptions) ending October 10, 2021;
▪are convertible into ordinary shares of ABI on a one-for-one basis after the end of this five-year lock-up period;
▪rank equally with ordinary shares of ABI with regards to dividends and voting rights; and
▪have director nomination rights with respect to ABI.
Altria accounts for its investment in ABI under the equity method of accounting because Altria has the ability to exercise significant influence over the operating and financial policies of ABI, including having active representation on ABI’s board of directors and certain ABI board committees. Through this representation, Altria participates in ABI policy making processes.

Altria reports its share of ABI’s results using a one-quarter lag because ABI’s results are not available in time for Altria to record them in the concurrent period.

The fair value of Altria’s equity investment in ABI is based on (i) unadjusted quoted prices in active markets for ABI’s ordinary shares and was classified in Level 1 of the fair value hierarchy and (ii) observable inputs other than Level 1 prices, such as quoted prices for similar assets for the Restricted Shares, and was classified in Level 2 of the fair value hierarchy. Altria may, in certain instances, pledge or otherwise grant a security interest in all or part of its Restricted Shares. In the eventIf the pledgee or security interest holder forecloses on the Restricted Shares, the relevant Restricted Shares will be automatically converted, one-for-one, into ordinary shares. Therefore, the fair value of each Restricted Share is based on the value of an ordinary share.

The fair value of Altria’s equity investment in ABI at September 30, 2020March 31, 2021 and December 31, 20192020 was $10.7$12.4 billion (carrying value of $16.7$17.4 billion) and $16.1$13.8 billion (carrying value of $18.1$16.7 billion), respectively, which was less than its carrying value by approximately 36%28% and 11%17%, respectively. In October 2019, the fair value of Altria’s equity investment in ABI declined below its carrying value and has not recovered. Altria has evaluated the factors related to the fair value decline, including the recent impact on the fair value of ABI’s shares amidst the COVID-19 pandemic. The economic uncertainties ofduring the COVID-19 pandemic, have alsowhich has negatively impacted ABI’s business. Altria has evaluated the duration and magnitude of the fair value decline at September 30, 2020,March 31, 2021, ABI’s financial condition and near-term prospects, and Altria’s intent and ability to hold its investment in ABI until recovery. Altria concluded, both at September 30, 2020
12
Table of Contents
March 31, 2021 and December 31, 2019,2020, that the decline in fair value of its investment in ABI below its carrying value was temporary and, therefore, 0 impairment was recorded.

Investment in JUUL

In December 2018, Altria made a minorityan investment in JUUL for $12.8 billion. In exchange for the investment, Altriaand received a 35% economic interest in JUUL through non-voting shares, which arewere convertible at Altria’s election into voting shares (“Share Conversion”), and for no additional payment, a security convertible into additional non-voting or voting shares, as applicable, upon settlement or exercise of certain JUUL convertible securities (the “JUUL Transaction”).

Altria received a broad preemptive right to purchase JUUL shares, exercisable each quarter upon dilution, to maintain its ownership percentage and is subject to a standstill restriction under which it may not acquire additional JUUL shares above its 35% interest. Furthermore, Altria agreed not to sell or transfer any of its JUUL shares until December 20, 2024.

On January 28, 2020, Altria and JUUL amended certain JUUL Transaction agreements and entered into a new cooperation agreement, which included the following provisions:

▪Altria will continue to provide regulatory affairs support for JUUL’s pursuit of its pre-market tobacco applications (“PMTA”) and/or its modified risk tobacco products authorization (“MRTP”) and discontinued all other services as of March 31, 2020;
▪Altria will have the option to be released from its non-compete obligation (i) in the event JUUL is prohibited by federal law from selling e-vapor products in the U.S. for a continuous period of at least 12 months (subject to tolling of this period in certain circumstances) or (ii) if the carrying value of Altria’s investment in JUUL is not more than 10% of its initial carrying value of $12.8 billion;
16
Table of Contents
▪Altria and JUUL agreed that for a period of one year they will not pursue any litigation against each other in connection with any conduct that occurred prior to the date of such cooperation agreement, with statutes of limitation being tolled during the one-year period;
▪with respect to certain litigation in which Altria and JUUL are both defendants against third-party plaintiffs, Altria will not pursue any claims against JUUL for indemnification or reimbursement except for any non-contractual claims for contribution or indemnity where a judgment has been entered against Altria and JUUL; and
▪in the event of Share Conversion, JUUL will:
▪restructure JUUL’s current 7-member board of directors to a 9-member board that will include independent board members. The new structure will include: (i) 3 independent directors (1 of whom will be designated by Altria and 2 of whom will be designated by JUUL stockholders other than Altria) unanimously certified as independent by a nominating committee, which will include at least 1 Altria designee, (ii) 2 directors designated by Altria, (iii) 3 directors designated by JUUL stockholders other than Altria, and (iv) the JUUL Chief Executive Officer; and
▪create a Litigation Oversight Committee, which will include 2 Altria designated directors (1 of whom will chair the Litigation Oversight Committee) that will have oversight authority and review of litigation management for matters in which JUUL and Altria are co-defendants and have or reasonably could have a written joint defense agreement in effect between them. Subject to certain limitations, the Litigation Oversight Committee will recommend to JUUL changes to outside counsel and litigation strategy by majority vote, with disagreements by JUUL’s management being resolved by majority vote of JUUL’s board of directors.

On April 1, 2020, the U.S. Federal Trade Commission (“FTC”) issued an administrative complaint challenging Altria’s investment in JUUL. The FTC has not sought to preliminarily enjoin Altria from converting its non-voting JUUL shares to voting shares. Altria has not converted its non-voting JUUL shares to voting shares and is considering whether to do so as well as which, if any, of its voting and governance rights to exercise if Altria does elect to effect such conversion. Altria has until November 30, 2020 to convert its JUUL shares under the regulations of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”), after which Altria would have to re-file for antitrust review with the FTC to again seek the ability to convert.For further discussion, on the FTC litigation, see Note 12.10. Contingencies - Antitrust Litigation.

In the event ofNovember 2020, Altria exercised its rights to convert its non-voting JUUL shares into voting shares. Altria does not currently intend to exercise its additional governance rights obtained upon Share Conversion, Altria expectsincluding the right to account forelect directors to JUUL’s board or to vote its investment in JUUL undershares other than as a passive investor, pending the fair value option. Under this option, Altria’s consolidated statement of earnings will include any cash dividends received from its investment in JUUL as well as any changes in the fair valueoutcome of the investment, which will be calculated quarterly.

FTC administrative complaint. At September 30, 2020 and DecemberMarch 31, 2019,2021, Altria had a 35% economicownership interest in JUUL.JUUL, consisting of 42 million voting shares.
Prior to Share Conversion, Altria accounted for its investment in JUUL as an investment in an equity security as of September 30, 2020.security. Since the JUUL shares do not have a readily determinable fair value, Altria has elected to measure its investment in JUUL at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. There have beenwere 0 upward or downward adjustments to the carrying value of Altria’s investment in JUUL resulting from observable price changes in orderly transactions since the JUUL Transaction through September 30, 2020.

the date of Share Conversion. In addition, prior to Share Conversion, Altria reviewed its investment in JUUL announcedfor impairment by performing a strategic update in September 2020, which includes its plans for a significant global workforce reduction, its evaluation of its resource allocation and the possibility of exiting various international markets. As part of the preparation of Altria’s financial statements for the period ended September 30, 2020, Altria performed its qualitative assessment of impairment indicators on a quarterly basis in connection with the preparation of its financial statements. If this qualitative assessment indicated that Altria’s investment in JUUL may be impaired, a quantitative assessment was performed. If the quantitative assessment indicated the fair value of the investment was less than its carrying value, the investment was written down to its fair value. During the three months ended March 31, 2020, Altria did 0t record an impairment charge on its investment in JUUL.
Following Share Conversion in the fourth quarter of 2020, Altria elected to account for its equity method investment in JUUL under the fair value option. Under this option, Altria’s condensed consolidated statements of earnings include any cash dividends received from its investment in JUUL and determined that JUUL’s strategic update was an indicatorany changes in the fair value of impairment at September 30, 2020,its investment, which is calculated quarterly. Altria believes the fair value option provides quarterly transparency to investors as to the fair market value of Altria’s investment in JUUL, given the significant deteriorationchanges and volatility in the e-vapor category since Altria’s initial investment, as well as the lack of publicly available information regarding JUUL’s business prospects.or a market-derived valuation.

GivenAltria recorded a non-cash pre-tax unrealized loss of $200 million for the existencethree months ended March 31, 2021 as a result of this impairment indicator, Altria performed a quantitative valuationdecrease in the fair value of its investment in JUUL as of September 30, 2020 and recorded a non-cash pre-tax charge of $2.6 billion for the nine and three months ended September 30, 2020, reported as impairment of JUUL equity securitiesJUUL. The decrease in its condensed consolidated statements of earnings.The impairment chargefair value was primarily driven by (i) Altria’s projections of lower JUUL revenues in the U.S. over time due to lower pricingJUUL volume assumptions and delaysresulting from a continuation of heightened competitive dynamics in JUUL achieving previously forecasted operating margin performance. These drivers were the result of: (i) JUUL’s revised international expansion plans and (ii) the evolving U.S. e-vapor category and associated competitive dynamics.

In 2019, Altria recorded total non-cash pre-tax impairment charges of $8.6 billion ($4.5 billion in the third quarter of 2019 and $4.1 billion in the fourth quarter of 2019) related to its investment in JUUL resulting in a $4.2 billion carrying value of its investment in JUUL at December 31, 2019.

17
Table of Contents
At September 30, 2019, Altria performed a qualitative assessment for impairment indicators and concluded that impairment indicators existed. These indicators included significant adverse changes in both the e-vapor regulatory environment and the industry in which JUUL operates. While there was no single determinative event or factor, Altria considered in totality the following indicators of impairment: the increased likelihood of a United States Food and Drug Administration (“FDA”) compliance policy prohibiting the sale of certain flavored e-vapor products in the U.S. market without a pre-market authorization; various e-vapor bans put in place by certain states and cities in the U.S. and in certain international markets, coupled with the increased potential for additional bans in the future; and the impact of heightened adverse publicity, including news reports and public health advisories concerning vaping-related lung injuries and deaths.

Based on its quantitative valuation of its investment in JUUL, the third-quarter 2019 impairment charge was due primarily to lower e-vapor sales volume assumptions in the U.S. and international markets and a delay in achieving operating margin performance as compared to the assumptions at the time of the JUUL Transaction, which resulted in a non-cash pre-tax charge of $4.5 billion.

At December 31, 2019, Altria determined that a significant(ii) an increase in the number of legal cases pending against JUUL in the fourth quarter of 2019 resulted in an additional indicator of impairment, which included a variety of class action lawsuits and personal injury claims, as well as cases brought by state attorneys general and local governments. The fourth-quarter impairment charge resulted substantially from increased discount rates applied to future cash flow projections,rate due to the significant risk created by the increasea change in the number of legal cases pending against JUUL, which resulted in an additional non-cash pre-tax charge of $4.1 billion at December 31, 2019.

market factors.
Altria useduses an income approach to estimate the fair value of its investment in JUUL. The income approach reflects the discounting of future cash flows for the U.S. and international markets at a rate of return that incorporates the risk-free rate for the use of those funds, the expected rate of inflation and the risks associated with realizing future cash flows. Future cash flows were based on a range of scenarios that consider various potential regulatory and market outcomes.
The following table provides a reconciliation of the beginning and ending balance of the JUUL investment, which is classified in Level 3 of the fair value hierarchy:
Investment
(in millions)Balance
Balance at December 31, 2020$1,705 
Unrealized gains (losses) included in income (losses) from equity investments(200)
Balance at March 31, 2021$1,505

13
Table of Contents
In determining the fair value of its investment in JUUL, as of September 30, 2020,March 31, 2021 and December 31, 2019 and September 30, 2019,2020, Altria made various judgments, estimates and assumptions, the most significant of which were sales volume, operating margins, discount rates and perpetual growth rates. All significant inputs used in the valuation are classified in Level 3 of the fair value hierarchy. Additionally, in determining these significant assumptions, Altria made significant assumptionsjudgments regarding the (i) likelihood and extent of various potential regulatory actions and the continued adverse public perception impacting the e-vapor category and specifically JUUL, as well as(ii) risk created by the number and types of legal cases pending against JUUL, and (iii) expectations of competitive dynamics andfor the future state of the e-vapor category. All significant inputs used in the valuation are classified in Level 3 of the fair value hierarchy.


category, including competitive dynamics.
Investment in Cronos

At March 31, 2021, Altria had a 42.1% ownership interest in Cronos, consisting of 156.6 million shares, which Altria accounts for under the equity method of accounting. Altria’s ownership percentage decreased from 43.5% at December 31, 2020 due to the issuance of additional shares by Cronos. Altria reports its share of Cronos’s results using a one-quarter lag because Cronos’s results are not available in time for Altria to record them in the concurrent period.
InAs part of its Investment in Cronos, at March 2019,31, 2021, Altria completed its acquisition of:
▪149.8 million newly issued common shares of Cronos (“Acquired Common Shares”), which represented a 45% economic and voting interest;owned:
▪anti-dilution protections to purchase Cronos common shares, exercisable each quarter upon dilution, to maintain its ownership percentage. Certain of the anti-dilution protections provide Altria the ability to purchase additional Cronos common shares at a per share exercise price of Canadian dollar (“CAD”) $16.25 upon the occurrence of specified events (“Fixed-price Preemptive Rights”). Based on Altria’s assumptions as of September 30, 2020,March 31, 2021, Altria estimates the Fixed-price Preemptive Rights allows Altria to purchase up to an additional approximately 3524 million common shares of Cronos; and
▪a warrant providing Altria the ability to purchase up to an additional 10% of common shares of Cronos (approximately 7983 million common shares at September 30, 2020)March 31, 2021) at a per share exercise price of CAD $19.00, which expires on March 8, 2023.
The total purchase priceIf exercised in full, the exercise prices for the Acquired Common Shares,warrant and Fixed-price Preemptive Rights are approximately CAD $1.6 billion and warrant (collectively, “Investment in Cronos”) was CAD $2.4$0.4 billion (U.S. dollar (“USD”) $1.8 billion)(approximately USD $1.3 billion and $0.3 billion, respectively, based on the CAD to USD exchange rate on April 26, 2021). UponAt March 31, 2021, upon full exercise of the Fixed-price Preemptive Rights, to the extent such rights become available, and the warrant, Altria would own a maximum of 55%approximately 53% of the outstanding common shares of Cronos.
In accounting for the acquisition of these assets as of the date of closing, the Fixed-price Preemptive Rights and warrant were recorded at each of their fair values using Black-Scholes option-pricing models, based on the assumptions described in Note 5. Financial Instruments. In addition, a deferred tax liability related to the Fixed-price Preemptive Rights and warrant was
18
Table of Contents
recorded. The residual of the purchase price was allocated to the Acquired Common Shares. Accordingly, the CAD $2.4 billion (USD $1.8 billion) purchase price was recorded in USD as follows:
▪$1.2 billion to the warrant;
▪$0.5 billion to the Fixed-price Preemptive Rights;
▪$0.4 billion to the Acquired Common Shares; and
▪$0.3 billion to a deferred tax liability.

If exercised in full, the exercise prices for the warrant and Fixed-price Preemptive Rights are approximately CAD $1.5 billion and CAD $0.6 billion (approximately USD $1.1 billion and $0.4 billion, respectively, based on the CAD to USD exchange rate on October 27, 2020).
For a discussion of derivatives related to Altria’s investmentthe Investment in Cronos, including Altria’s accounting for changes in the fair value of these derivatives, see Note 5.4. Financial Instruments.
At September 30, 2020, Altria had a 44% ownership in Cronos, consisting of 156.6 million shares, which Altria accounts for under the equity method of accounting. Altria’s ownership percentage decreased from 45% at June 30, 2020 due to the issuance of additional shares by Cronos. Altria reports its share of Cronos’s results using a one-quarter lag because Cronos’s results are not available in time for Altria to record them in the concurrent period.

Altria nominated 4 directors, including 1 director who is independent from Altria, who serve on Cronos’s 7-member board of directors.

The fair value of Altria’s equity method investment in Cronos is based on unadjusted quoted prices in active markets for Cronos’s common shares and was classified in Level 1 of the fair value hierarchy. The fair value of Altria’s equity method investment in Cronos at September 30, 2020March 31, 2021 and December 31, 20192020 was $0.8$1.5 billion and $1.2 billion, respectively, compared with its carrying(carrying value of $1.0 billion) and $1.1 billion at September 30, 2020 and December 31, 2019. At September 30, 2020, the fair(carrying value of Altria’s equity method investment in Cronos was less than$1.0 billion), respectively, which exceeded its carrying value by approximately 20%. Based on Altria’s evaluation of the duration53% and magnitude of the fair value decline, Altria’s evaluation of Cronos’s financial condition (including its strong cash position)8% at March 31, 2021 and near-term prospects and Altria’s intent and ability to hold its investment in Cronos until recovery, Altria concluded that the decline in fair value of its equity method investment in Cronos below its carrying value is temporary and, therefore, 0 impairment was recorded.December 31, 2020, respectively.

Note 5.4. Financial Instruments:

Instruments
Altria enters into derivative financial instruments to mitigate the potential impact of certain market risks, including foreign currency exchange rate risk. Altria uses various types of derivative financial instruments, including forward contracts, options and swaps. Altria does not enter into or hold derivative financial instruments for trading or speculative purposes.

Altria’s investment in ABI, whose functional currency is the Euro, exposes Altria to foreign currency exchange risk on the carrying value of its investment. To manage this risk, Altria designates certain foreign exchange contracts, including cross-currency swap contracts and forward contracts (collectively, “foreign currency contracts”), and Euro denominated unsecured long-term notes (“foreign currency denominated debt”) as net investment hedges of Altria’s investment in ABI.

At September 30, 2020 and December 31, 2019, Altria had foreign currency contracts withThe following table provides (i) the aggregate notional amounts of $1,402 millionforeign currency contracts and $2,246 million, respectively. At September 30, 2020, Altria had(ii) the aggregate carrying value and fair value of foreign currency denominated debt with an aggregate fair value and carrying valuedebt:
(in millions)March 31, 2021December 31, 2020
Foreign currency contracts (notional amounts)$567 $1,066 
Foreign currency denominated debt
Carrying value4,965 5,171 
Fair value5,372 5,687 
14
Table of $5,368 million and $4,960 million, respectively. At December 31, 2019, Altria had foreign currency denominated debt with an aggregate fair value and carrying value of $5,057 million and $4,741 million, respectively.Contents

Altria’s estimates of the fair values of its foreign currency contracts are determined using valuation models with significant inputs that are readily available in public markets, or can be derived from observable market transactions, and therefore are classified in Level 2 of the fair value hierarchy. An adjustment for credit risk and nonperformance risk is included in the fair values of foreign currency contracts.

The following table provides the aggregate carrying value and fair value of Altria’s total long-term debt:
(in millions)March 31, 2021December 31, 2020
Carrying value$29,680 $29,471 
Fair value32,377 34,682 
Altria’s estimate of the fair value of its total long-term debt is based on observable market information derived from a third-party pricing source and is classified in Level 2 of the fair value hierarchy. The aggregate fair value of Altria’s total long-term debt at September 30, 2020 and December 31, 2019 was $33.8 billion and $30.7 billion, respectively, as compared with its carrying value of $29.3 billion and $28.0 billion, respectively.
19
Table of Contents

The Fixed-price Preemptive Rights and Cronos warrant, which are further discussed in Note 4.3. Investments in Equity Securities, are derivative financial instruments, which are required to be recorded at fair value. The fair values of the Fixed-price Preemptive Rights and Cronos warrant are estimated using Black-Scholes option-pricing models, adjusted for observable inputs (which are classified in Level 1 of the fair value hierarchy), including share price, and unobservable inputs, including probability factors and weighting of expected life, volatility levels and risk-free interest rates (which are classified in Level 3 of the fair value hierarchy) based on the following assumptions at:
September 30, 2020December 31, 2019September 30, 2020December 31, 2019March 31, 2021December 31, 2020March 31, 2021December 31, 2020
Fixed-price Preemptive RightsCronos WarrantFixed-price Preemptive RightsCronos Warrant
Share price (1)
Share price (1)
C$6.69C$9.97C$6.69C$9.97
Share price (1)
C$11.88C$8.84C$11.88C$8.84
Expected life (2)
Expected life (2)
1.18 years1.67 years2.43 years3.18 years
Expected life (2)
0.97 years1.05 years1.93 years2.18 years
Expected volatility (3)
Expected volatility (3)
80.68%81.61%80.68%81.61%
Expected volatility (3)
81.54%80.68%81.54%80.68%
Risk-free interest rate (4)(5)
Risk-free interest rate (4)(5)
0.20%1.71%0.25%1.69%
Risk-free interest rate (4)(5)
0.15%0.13%0.22%0.21%
Expected dividend yield (6)
Expected dividend yield (6)
0%0%0%0%
Expected dividend yield (6)
0%0%0%0%
(1) Based on the closing market price for Cronos common stock on the Toronto Stock Exchange on the date indicated.
(2) Based on the weighted-average expected life of the Fixed-price Preemptive Rights (with a range from approximately 0.25 year to 5.254.5 years at September 30, 2020March 31, 2021 and 0.25 year to 65 years at December 31, 2019)2020) and the March 8, 2023 expiration date of the Cronos warrant.
(3) Based on a blend of historical volatility of the underlying equity security and implied volatility from traded options on the underlying equity security at March 31, 2021. Based on a blend of historical volatility levels of the underlying equity security and peer companies.companies at December 31, 2020.
(4) Based on the implied yield currently available on Canadian Treasury zero coupon issues (with a range from approximately 0.12%0.09% to 0.36%0.87% at September 30, 2020March 31, 2021 and 1.66%0.06% to 1.74%0.39% at December 31, 2019)2020) weighted for the remaining expected life of the Fixed-price Preemptive Rights.
(5) Based on the implied yield currently available on Canadian Treasury zero coupon issues and the expected life of the Cronos warrant.
(6) Based on Cronos’s expected dividend payments.

The following table provides a reconciliation of the beginning and ending balance of the Fixed-price Preemptive Rights and Cronos warrant, which are classified in Level 3 of the fair value hierarchy:
(in millions)
Balance at December 31, 2019$303 
Pre-tax earnings (losses) recognized in net earnings(140)(202)
Balance at September 30,December 31, 2020163 
Pre-tax earnings (losses) recognized in net earnings110
Balance at March 31, 2021$101 273
15

Table of Contents
Altria elects to record the gross assets and liabilities of derivative financial instruments executed with the same counterparty on its condensed consolidated balance sheets. The fair values of Altria’s derivative financial instruments on a gross basis included on the condensed consolidated balance sheets were as follows:
Fair Value of AssetsFair Value of Liabilities
Balance Sheet ClassificationSeptember 30, 2020December 31, 2019Balance Sheet ClassificationSeptember 30, 2020December 31, 2019
Derivatives designated as hedging instruments:(in millions)
Foreign currency contractsOther current assets$3 $46 Other accrued liabilities$39 $7 
Foreign currency contractsOther assets0 0 Other liabilities16 21 
Total$3 $46 $55 $28 
Derivatives not designated as hedging instruments:
Cronos warrantInvestments in equity securities$86 $234 
Fixed-price Preemptive RightsInvestments in equity securities15 69 
Total$101 $303 
Total derivatives$104 $349 $55 $28 
20
Table of Contents

Fair Value of AssetsFair Value of Liabilities
(in millions)
Balance Sheet ClassificationMarch 31, 2021December 31, 2020Balance Sheet ClassificationMarch 31, 2021December 31, 2020
Derivatives designated as hedging instruments:
    Foreign currency contractsOther current assets$0 $0 Other accrued liabilities$18 $87 
    Foreign currency contractsOther assets0 0 Other liabilities0 0 
Total$0 $0 $18 $87 
Derivatives not designated as hedging instruments:
Cronos warrantInvestments in equity securities$235 $139 
Fixed-price Preemptive RightsInvestments in equity securities38 24 
Total$273 $163 
Total derivatives$273 $163 $18 $87 
Altria records in its condensed consolidated statements of earnings any changes in the fair values of the Fixed-price Preemptive Rights and Cronos warrant as gains or losses on Cronos-related financial instruments in the periods in which the changes occur. For the nine and three months ended September 30,March 31, 2021 and 2020, and 2019, Altria recognizedrecorded non-cash pre-tax unrealized gains/gains (losses), representing the changes in the fair values of the Fixed-price Preemptive Rights and Cronos warrant, as follows:
For the Nine Months Ended September 30,For the Three Months Ended September 30,
2020201920202019
(in millions)
Fixed-price Preemptive Rights$(54)$(400)$(25)$(188)
Cronos warrant(148)(896)(80)(448)
$(202)$(1,296)$(105)$(636)

Additionally, in January and February 2019, Altria entered into derivative financial instruments in the form of forward contracts, which were settled in March 2019, to hedge Altria’s exposure to CAD to USD foreign currency exchange rate movements, in relation to the CAD $2.4 billion purchase price for the Cronos transaction. The aggregate notional amounts of the forward contracts were USD $1.8 billion (CAD $2.4 billion). The forward contracts did not qualify for hedge accounting; therefore, in the first quarter of 2019, pre-tax losses of USD $31 million representing changes in the fair values of the forward contracts were recorded in loss on Cronos-related financial instruments in Altria’s condensed consolidated statement of earnings.

For the Three Months Ended March 31,
(in millions)20212020
Fixed-price Preemptive Rights$14 $(35)
Cronos warrant96 (102)
Total$110 $(137)
Counterparties to Altria’s foreign currency contracts are domestic and international financial institutions. Altria is exposed to potential losses due to non-performance by these counterparties. Altria manages its credit risk by entering into transactions with counterparties with investment grade credit ratings, limiting the amount of exposure Altria has with each counterparty and monitoring the financial condition of each counterparty. The counterparty agreements contain provisions that require Altria to maintain an investment grade credit rating. In the event Altria’s credit rating falls below investment grade, counterparties to Altria’s foreign currency contracts can require Altria to post collateral. No collateral was received or posted related to derivative assets and liabilities at September 30, 2020March 31, 2021 and December 31, 2019.2020.
16

Table of Contents
Net Investment Hedging

The pre-tax effects of Altria’s net investment hedges on accumulated other comprehensive losses and the condensed consolidated statements of earnings were as follows:
Gain (Loss) Recognized in Accumulated Other Comprehensive Losses
Gain (Loss) Recognized in Net Earnings (Losses) (1)
Gain (Loss) Recognized in Accumulated Other Comprehensive Losses
Gain (Loss) Recognized in Net Earnings (Losses) (1)
For the Nine Months Ended September 30,For the Three Months Ended September 30,
20202019202020192020201920202019
(in millions)
Foreign currency contracts$(28)$70 $33 $26 $(66)$57 $8 $10 
Foreign currency denominated debt(215)168 0 0 (206)200 0 0 
Total$(243)$238 $33 $26 $(272)$257 $8 $10 
(1) Related to amounts excluded from effectiveness testing.

Gain (Loss) Recognized in Accumulated Other Comprehensive LossesGain (Loss) Recognized in
Net Earnings
For the Three Months Ended March 31,
(in millions)2021202020212020
Foreign currency contracts$35 $56 $5 $14 
Foreign currency denominated debt206 77 0 0 
Total$241 $133 $5 $14 
The changes in the fair value of the foreign currency contracts and in the carrying value of the foreign currency denominated debt due to changes in the Euro to USD exchange rate were recognized in accumulated other comprehensive losses related to ABI. Gains on the foreign currency contracts arising from components excluded from effectiveness testing were recognized in interest and other debt expense, net in the condensed consolidated statements of earnings based on an amortization approach.

21
Table of Contents
Note 6.5. Benefit Plans:

Plans
Components of Net Periodic Benefit (Income) Cost

Net periodic benefit (income) cost consisted of the following:
 For the Nine Months Ended September 30,For the Three Months Ended September 30,
PensionPostretirementPensionPostretirement
 20202019202020192020201920202019
 (in millions)
Service cost$55 $52 $13 $12 $18 $17 $5 $4 
Interest cost188 229 44 57 62 77 14 17 
Expected return on plan assets(376)(431)(11)(11)(125)(143)(4)(4)
Amortization:
Net loss108 119 7 3 55 39 0 (3)
Prior service cost (credit)4 4 (22)(22)2 1 (7)(8)
Curtailment0 7 0 5 0 0 0 0 
Net periodic benefit
(income) cost
$(21)$(20)$31 $44 $12 $(9)$8 $6 

Curtailment costs shown in the table above were related to the cost reduction program announced in December 2018, which was completed in 2019.

 For the Three Months Ended March 31,
PensionPostretirement
 (in millions)2021202020212020
Service cost$17 $19 $5 $4 
Interest cost46 63 11 15 
Expected return on plan assets(131)(126)(4)(3)
Amortization:
Net loss33 27 7 3 
Prior service cost (credit)1 1 (6)(7)
Net periodic benefit (income) cost$(34)$(16)$13 $12 
Employer Contributions

Altria makes contributions to the pension plans to the extent that the contributions are tax deductible and pays benefits that relate to plans for salaried employees that cannot be funded under Internal Revenue Service regulations. Altria made employer contributions of $16$3 million to its pension plans and did 0t make any contributions to its postretirement plans during the ninethree months ended September 30, 2020.March 31, 2021. Currently, Altria anticipates making additional employer contributions to its pension plans during the remainder of 2020 of up to approximately $20 million based on current tax law. Altria did 0t make any employer contributions to its postretirement plans during the nine months ended September 30, 2020. Currently, Altria anticipates making employer contributions to itsand postretirement plans of up to approximately $30 million and $60 million, respectively, in 2020.2021. However, thesethe foregoing estimates may beof 2021 contributions to the pension and postretirement plans are subject to change as a result of changes in tax and other benefit laws, changes in interest rates, as well as asset performance significantly above or below the assumed long-term rate of return on assets, changes in interest rates or other considerations.

Note 7. Earnings (Losses) Per Share:

Basic and diluted earnings (losses) per share (“EPS”) were calculated using the following:
For the Nine Months Ended September 30,For the Three Months Ended September 30,
2020201920202019
(in millions)
Net earnings (losses) attributable to Altria$2,543 $516 $(952)$(2,600)
Less: Distributed and undistributed earnings attributable to share-based awards(6)(5)(1)(1)
Earnings (losses) for basic and diluted EPS$2,537 $511 $(953)$(2,601)
Weighted-average shares for basic EPS1,858 1,871 1,858 1,868 
Plus: contingently issuable performance stock units1 0 1 0 
Weighted-average shares for diluted EPS1,859 1,871 1,859 1,868 
for each respective plan.

2217
Table of Contents
Note 8.6. Earnings per Share
Basic and diluted earnings per share (“EPS”) were calculated using the following:
For the Three Months Ended March 31,
(in millions)20212020
Net earnings attributable to Altria$1,424 $1,552 
Less: Distributed and undistributed earnings attributable to share-based awards(3)(2)
Earnings for basic and diluted EPS$1,421 $1,550 
Weighted-average shares for basic and diluted EPS1,857 1,858 

Note 7. Other Comprehensive Earnings/Losses:

Losses
The following tables set forth the changes in each component of accumulated other comprehensive losses, net of deferred income taxes, attributable to Altria:
For the Nine Months Ended September 30, 2020
Benefit PlansABICurrency
Translation
Adjustments and Other		Accumulated
Other
Comprehensive
Losses
 (in millions)
Balances, December 31, 2019$(2,192)$(693)$21 $(2,864)
Other comprehensive earnings (losses) before reclassifications(75)(1,211)(16)(1,302)
Deferred income taxes19 260 0 279 
Other comprehensive earnings (losses) before reclassifications, net of deferred income taxes(56)(951)(16)(1,023)
Amounts reclassified to net earnings (losses)111 29 0 140 
Deferred income taxes(28)(6)0 (34)
Amounts reclassified to net earnings (losses), net of deferred income taxes83 23 0 106 
Other comprehensive earnings (losses), net of deferred income taxes27 (928)(1)(16)(917)
Balances, September 30, 2020$(2,165)$(1,621)$5 $(3,781)

For the Three Months Ended September 30, 2020For the Three Months Ended March 31, 2021
Benefit PlansABICurrency
Translation
Adjustments and Other		Accumulated
Other
Comprehensive
Losses
(in millions)
Balances, June 30, 2020$(2,150)$(1,606)$(18)$(3,774)
(in millions)(in millions)Benefit PlansABICurrency
Translation
Adjustments and Other		Accumulated
Other
Comprehensive
Losses
Balances, December 31, 2020Balances, December 31, 2020$(2,420)$(1,938)$17 $(4,341)
Other comprehensive earnings (losses) before reclassificationsOther comprehensive earnings (losses) before reclassifications(75)(71)23 (123)Other comprehensive earnings (losses) before reclassifications0 690 22 712 
Deferred income taxesDeferred income taxes19 22 0 41 Deferred income taxes0 (151)0 (151)
Other comprehensive earnings (losses) before reclassifications, net of deferred income taxesOther comprehensive earnings (losses) before reclassifications, net of deferred income taxes(56)(49)23 (82)Other comprehensive earnings (losses) before reclassifications, net of deferred income taxes0 539 22 561 
Amounts reclassified to net earnings (losses)55 44 0 99 
Amounts reclassified to net earningsAmounts reclassified to net earnings38 (28)0 10 
Deferred income taxesDeferred income taxes(14)(10)0 (24)Deferred income taxes(10)6 0 (4)
Amounts reclassified to net earnings (losses), net of deferred income taxes41 34 0 75 
Amounts reclassified to net earnings, net of deferred income taxesAmounts reclassified to net earnings, net of deferred income taxes28 (22)0 6 
Other comprehensive earnings (losses), net of deferred income taxesOther comprehensive earnings (losses), net of deferred income taxes(15)(15)(1)23 (7)Other comprehensive earnings (losses), net of deferred income taxes28 517 (1)22 567 
Balances, September 30, 2020$(2,165)$(1,621)$5 $(3,781)
Balances, March 31, 2021Balances, March 31, 2021$(2,392)$(1,421)$39 $(3,774)

2318
Table of Contents
For the Nine Months Ended September 30, 2019
Benefit PlansABICurrency
Translation
Adjustments and Other		Accumulated
Other
Comprehensive
Losses
(in millions)
Balances, December 31, 2018$(2,168)$(374)$(5)$(2,547)
Other comprehensive earnings (losses) before reclassifications0 108 8 116 
Deferred income taxes0 (28)0 (28)
Other comprehensive earnings (losses) before reclassifications, net of deferred income taxes0 80 8 88 
Amounts reclassified to net earnings (losses)113 (35)0 78 
Deferred income taxes(29)8 0 (21)
Amounts reclassified to net earnings (losses), net of deferred income taxes84 (27)0 57 
Other comprehensive earnings (losses), net of deferred income taxes84 53 (1)8 145 
Balances, September 30, 2019$(2,084)$(321)$3 $(2,402)

For the Three Months Ended September 30, 2019For the Three Months Ended March 31, 2020
Benefit PlansABICurrency
Translation
Adjustments and Other		Accumulated
Other
Comprehensive
Losses
(in millions)
Balances, June 30, 2019$(2,110)$(542)$6 $(2,646)
(in millions)(in millions)Benefit PlansABICurrency
Translation
Adjustments and Other		Accumulated
Other
Comprehensive
Losses
Balances, December 31, 2019Balances, December 31, 2019$(2,192)$(693)$21 $(2,864)
Other comprehensive earnings (losses) before reclassificationsOther comprehensive earnings (losses) before reclassifications0 290 (5)285 Other comprehensive earnings (losses) before reclassifications0 388 12 400 
Deferred income taxesDeferred income taxes0 (67)2 (65)Deferred income taxes0 (85)0 (85)
Other comprehensive earnings (losses) before reclassifications, net of deferred income taxesOther comprehensive earnings (losses) before reclassifications, net of deferred income taxes0 223 (3)220 Other comprehensive earnings (losses) before reclassifications, net of deferred income taxes0 303 12 315 
Amounts reclassified to net earnings (losses)35 (4)0 31 
Amounts reclassified to net earningsAmounts reclassified to net earnings28 (7)0 21 
Deferred income taxesDeferred income taxes(9)2 0 (7)Deferred income taxes(7)2 0 (5)
Amounts reclassified to net earnings (losses), net of deferred income taxes26 (2)0 24 
Amounts reclassified to net earnings, net of deferred income taxesAmounts reclassified to net earnings, net of deferred income taxes21 (5)0 16 
Other comprehensive earnings (losses), net of deferred income taxesOther comprehensive earnings (losses), net of deferred income taxes26 221 (1)(3)244 Other comprehensive earnings (losses), net of deferred income taxes21 298 (1)12 331 
Balances, September 30, 2019$(2,084)$(321)$3 $(2,402)
Balances, March 31, 2020Balances, March 31, 2020$(2,171)$(395)$33 $(2,533)
(1) Primarily reflects Altria’s share of ABI’s currency translation adjustments and the impact of Altria’s designated net investment hedges. For further discussion of designated net investment hedges, see Note 5.4. Financial Instruments.

24
Table of Contents
The following table sets forth pre-tax amounts by component, reclassified from accumulated other comprehensive losses to net earnings (losses):earnings:
For the Nine Months Ended September 30,For the Three Months Ended September 30,For the Three Months Ended March 31,
2020201920202019
(in millions)
(in millions)(in millions)20212020
Benefit Plans: (1)
Benefit Plans: (1)
Benefit Plans: (1)
Net lossNet loss$129 $135 $60 $42 Net loss$43 $34 
Prior service cost/creditPrior service cost/credit(18)(22)(5)(7)Prior service cost/credit(5)(6)
111 113 55 35 38 28 
ABI (2)
ABI (2)
29 (35)44 (4)
ABI (2)
(28)(7)
Pre-tax amounts reclassified from accumulated other comprehensive losses to net earnings (losses)$140 $78 $99 $31 
Pre-tax amounts reclassified from accumulated other comprehensive losses to net earningsPre-tax amounts reclassified from accumulated other comprehensive losses to net earnings$10 $21 
(1) Amounts are included in net defined benefit plan costs. For further details, see Note 6.5. Benefit Plans.
(2) Amounts are included in earnings (losses)(income) losses from equity investments. For further information, see Note 4.3. Investments in Equity Securities.

Note 9.8. Segment Reporting:

In the first quarter of 2020, Altria renamed its smokeless products segment as the oral tobacco products segment.

Reporting
The products of Altria’s subsidiaries include smokeable tobacco products, consisting of combustible cigarettes manufactured and sold by PM USA, (including super premium cigarettes previously manufactured and sold by Nat Sherman), machine-made large cigars and pipe tobacco manufactured and sold by Middleton; oral tobacco products, consisting of MST and snus products manufactured and sold by USSTC, and oral nicotine pouches manufactured and sold by Helix; and wine produced and/or distributed by Ste. Michelle. The products and services of these subsidiaries constitute Altria’s reportable segments of smokeable products, oral tobacco products (formerly smokeless products) and wine. The financial services and the innovative tobacco products businesses, which include the heated tobacco business and Helix ROW, are included in all other.

Altria’s chief operating decision maker (the “CODM”) reviews operating companies income (loss) (“OCI”) to evaluate the performance of, and allocate resources to, the segments. OCI for the segments is defined as operating income before general corporate expenses and amortization of intangibles. Interest and other debt expense, net, net periodic benefit income/cost, excluding service cost, and provision for income taxes are centrally managed at the corporate level and, accordingly, such items are not presented by segment since they are excluded from the measure of segment profitability reviewed by the CODM.

2519
Table of Contents
Segment data were as follows:
For the Nine Months Ended September 30,For the Three Months Ended September 30,
2020201920202019
(in millions)
Net revenues:
Smokeable products$17,522 $16,837 $6,313 $6,049 
Oral tobacco products1,901 1,762 640 620 
Wine434 483 157 167 
All other(8)21 13 20 
Net revenues$19,849 $19,103 $7,123 $6,856 
Earnings (losses) before income taxes:
OCI:
Smokeable products$7,609 $6,864 $2,789 $2,561 
Oral tobacco products1,297 1,195 436 417 
Wine(347)50 19 16 
All other(63)(27)(7)8 
Amortization of intangibles(54)(28)(17)(12)
General corporate expenses(150)(154)(60)(46)
Corporate asset impairment and exit costs0 (1)0 0 
Operating income8,292 7,899 3,160 2,944 
Interest and other debt expense, net(893)(989)(310)(293)
Net periodic benefit income, excluding service cost58 40 3 24 
Earnings (losses) from equity investments(306)866 (472)333 
Impairment of JUUL equity securities(2,600)(4,500)(2,600)(4,500)
Loss on Cronos-related financial instruments(202)(1,327)(105)(636)
Earnings (losses) before income taxes$4,349 $1,989 $(324)$(2,128)

For the Three Months Ended March 31,
(in millions)20212020
Net Revenues:
Smokeable products$5,250 $5,606 
Oral tobacco products626 601 
Wine150 146 
All other10 6 
Net revenues$6,036 $6,359 
Earnings before Income Taxes:
OCI:
Smokeable products$2,372 $2,370 
Oral tobacco products392 414 
Wine18 (379)
All other(14)(5)
Amortization of intangibles(17)(19)
General corporate expenses(61)(45)
Operating income2,690 2,336 
Interest and other debt expense, net(308)(275)
Loss on early extinguishment of debt(649)0 
Net periodic benefit (income) cost, excluding service cost43 27 
Income (losses) from equity investments51 157 
Gain (loss) on Cronos-related financial instruments110 (137)
Earnings before income taxes$1,937 $2,108 
The comparability of OCI for the reportable segments was affected by the following:

▪Non-Participating Manufacturer (“NPM”) Adjustment Items:For the three months ended March 31, 2021, pre-tax income for NPM adjustment items of $32 million was recorded to cost of sales in the smokeable products segment. NaN NPM adjustment items were recorded for the three months ended March 31, 2020. NPM adjustment items result from the resolutions of certain disputes with states and territories related to the NPM adjustment provision under the 1998 Master Settlement Agreement (such dispute resolutions are referred to as “NPM Adjustment Items” and are more fully described in Health Care Cost Recovery Litigation in Note 10. Contingencies).
▪Tobacco and Health Litigation ItemsItems: - Pre-tax charges related to certain tobacco and health litigation items were recorded in Altria’s condensed consolidated statements of earnings as follows:
For the Nine Months Ended September 30,For the Three Months Ended September 30,
2020201920202019
(in millions)
Smokeable products segment$73 $43 $34 $3 
Interest and other debt expense, net3 5 0 0 
Total$76 $48 $34 $3 

For the Three Months Ended March 31,
(in millions)20212020
Smokeable products segment$35 $22 
Interest and other debt expense, net0 2 
Total$35 $24 
The amounts shown in the table above for the smokeable products segment were recorded in marketing, administration and research costs. For further discussion, see Note 12.10. Contingencies.

▪Implementation and Acquisition-Related Costs:
Wine Business Strategic Reset: During the three months ended March 31, 2021 and 2020, Ste. Michelle recorded pre-tax implementation costs of $1 million and $392 million, respectively, associated with the strategic reset initiated in the first quarter of 2020 to maximize Ste. Michelle’s profitability and achieve improved long-term cash flow generation. The charges in the first quarter of 2020 consisted of the following: (i) write-off of inventory ($292 million) as Ste. Michelle no longer believed that the benefit of the blending and production plans for its inventory outweighed inventory carrying cost given the reduced product volume demand; and (ii) estimated losses on future non-cancelable grape purchase commitments that Ste. Michelle believed no
2620
Table of Contents
longer have a future economic benefit ($100 million). These charges were included in cost of sales in Altria’s condensed consolidated statements of earnings.
COVID-19 Special ItemsAcquisition-Related Costs - Net: For the three months ended March 31, 2021, Altria recorded pre-tax chargesacquisition-related costs of $50 million ($41 million in the smokeable products segment and $9$37 million in the oral tobacco products segment)segment primarily for the settlement of an arbitration related to COVID-19the 2019 on! transaction. These costs were recordedincluded in marketing, administration and research costs in Altria’s condensed consolidated statements of earnings for the nine months ended September 30, 2020. The net pre-tax charges, which were directly related to disruptions caused by or efforts to mitigate the impact of the COVID-19 pandemic, were all recorded in costs of sales in the second quarter of 2020 and included premium pay, personal protective equipment and health screenings, which were partially offset by certain employment tax credits. The COVID-19 special items do not include the inventory-related implementation costs associated with the wine business strategic reset, which are included in asset impairment, exit and implementation costs. These implementation costs were due to increased inventory levels, which were further negatively impacted by government restrictions and economic uncertainty surrounding the COVID-19 pandemic.

Asset Impairment, Exit and Implementation Costs - See Note 3. Asset Impairment, Exit and Implementation Costs for a breakdown of these costs by segment.earnings.

Note 10. Debt:

9. Debt
Short-term Borrowings and Borrowing Arrangements

At September 30, 2020March 31, 2021 and December 31, 2019,2020, Altria had 0 short-term borrowings.

At September 30, 2020,March 31, 2021, Altria had a senior unsecured 5-year revolving credit agreement (as amended, the “Credit Agreement”) that provides for borrowings up to an aggregate principal amount of $3.0 billion. The Credit Agreement, which is used for general corporate purposes, expires on August 1, 2023 and includes an option, subject to certain conditions, for Altria to extend the Credit Agreement for 2 additional one-year periods. Pricing for interest and fees under the Credit Agreement may be modified in the event of a change in the rating of Altria’s long-term senior unsecured debt. Interest rates on borrowings under the Credit Agreement are expected to be based on the London Interbank Offered Rate (“LIBOR”), or aany mutually agreed upon benchmark rate, plus a percentage based on the higher of the ratings of Altria’s long-term senior unsecured debt from Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s RatingsFinancial Services LLC (“Standard & Poor’s”S&P”). The applicable percentage based on Altria’s long-term senior unsecured debt ratings at September 30, 2020March 31, 2021 for borrowings under the Credit Agreement was 1.0%. The Credit Agreement does not include any other rating triggers, or any provisions that could require the posting of collateral.

The Credit Agreement includes various covenants, one of which requires Altria to maintain a ratio of consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”) to Consolidated Interest Expense of not less than 4.0 to 1.0, calculated as of the end of the applicable quarter on a rolling four quarters basis. At March 31, 2021, the ratio of consolidated EBITDA to Consolidated Interest Expense, calculated in accordance with the Credit Agreement, was 9.2 to 1.0. At March 31, 2021, Altria was in compliance with its covenants in the Credit Agreement. The terms “Consolidated EBITDA” and “Consolidated Interest Expense,” each as defined in the Credit Agreement, include certain adjustments.
In March 2020, due to the uncertainty at that time in the global capital markets, including the commercial paper markets, resulting from the COVID-19 pandemic, Altria elected to borrow the full $3.0 billion available under the Credit Agreement as a precautionary measure to increase its cash position and preserve financial flexibility. In June 2020, Altria repaid the full amount outstanding under the Credit Agreement.

The Credit Agreement includes various covenants, oneusing the net proceeds from the issuance of which requires Altria to maintain a ratio of consolidated earnings before interest, taxes, depreciationlong-term senior unsecured notes issued in May 2020 and amortization (“EBITDA”) to Consolidated Interest Expense of not less than 4.0 to 1.0, calculated as of the end of the applicable quarter on a rolling four quarters basis. At September 30, 2020, the ratio of consolidated EBITDA to Consolidated Interest Expense, calculated in accordance with the Credit Agreement, was 9.2 to 1.0. At September 30, 2020, Altria was in compliance with its covenants in the Credit Agreement. The terms “Consolidated EBITDA” and “Consolidated Interest Expense,” each as defined in the Credit Agreement, include certain adjustments.

available cash.
Any commercial paper issued by Altria and borrowings under the Credit Agreement are guaranteed by PM USA.
27
Table of Contents

Long-term Debt

The aggregate carrying value of Altria’s total long-term debt at September 30, 2020March 31, 2021 and December 31, 20192020 was $29.3$29.7 billion and $28.0$29.5 billion, respectively.

In May 2020,February 2021, Altria issued USD denominated long-term senior unsecured notes in the aggregate principal amount of $2.0$5.5 billion (collectively, the(the “Notes”). The net proceeds from the Notes were used (i) to fund the purchase and redemption of certain unsecured notes and payment of related fees and expenses, as described below, and (ii) for other general corporate purposes, which included repayment of the outstanding balance of the Credit Agreement.purposes. The Notes contain the following terms:

▪$1.75 billion at 2.450%, due 2032, interest payable semiannually beginning August 4, 2021;
▪$0.750 billion at 2.350%, due 2025, interest payable semiannually beginning November 6, 2020;
▪$0.7501.50 billion at 3.400%, due 2030,2041, interest payable semiannually beginning November 6, 2020;August 4, 2021;
▪$1.25 billion at 3.700%, due 2051, interest payable semiannually beginning August 4, 2021; and
▪$0.5001.00 billion at 4.450%4.000%, due 2050,2061, interest payable semiannually beginning November 6, 2020.

August 4, 2021.
The Notes are Altria’s senior unsecured obligations and rank equally in right of payment with all of Altria’s existing and future senior unsecured indebtedness. Upon the occurrence of both (i) a change of control of Altria and (ii) the Notes ceasing to be rated investment grade by each of Moody’s, Standard & Poor’sS&P and Fitch Ratings, Ltd.Inc. within a specified time period, Altria will be required to make an offer to purchase the Notes at a price equal to 101% of the aggregate principal amount of such Notes, plus accrued and unpaid interest to the date of repurchase as and to the extent set forth in the terms of the Notes.

The obligations of Altria under the Notes are guaranteed by PM USA.
21

Table of Contents
During the first quarter of 2020,2021, Altria repaid in full at maturitycompleted debt tender offers to purchase for cash certain of its long-term senior unsecured notes in an aggregate principal amount of $4,042 million. Details of the debt tender offers are as follows:
(in millions)Principal Amount of Notes Purchased
2.850% Notes due 2022$795
2.950% Notes due 2023132
4.000% Notes due 2024624
3.800% Notes due 2024655
4.400% Notes due 2026430
4.800% Notes due 20291,094
9.950% Notes due 203865
10.200% Notes due 203918
6.200% Notes due 2059229
$4,042
During the first quarter of 2021, Altria also redeemed all of its outstanding 3.490% Notes due 2022 in an aggregate principal amount of $1.0 billion.

As a result of the debt tender offers and redemption, during the three months ended March 31, 2021, Altria recorded pre-tax losses on early extinguishment of debt of $649 million, which included premiums and fees of $623 million and the write-off of related unamortized debt discounts and debt issuance costs of $26 million.
At September 30, 2020March 31, 2021 and December 31, 2019,2020, accrued interest on long-term debt of $244$277 million and $470$458 million, respectively, was included in other accrued liabilities on Altria’s condensed consolidated balance sheets.

For a discussion of the fair value of Altria’s long-term debt and the designation of its Euro denominated senior unsecured notes as a net investment hedge of its investment in ABI, see Note 5.4. Financial Instruments.

Note 11. Income Taxes:

The income tax rate for the nine and three months ended September 30, 2020 was 41.8% and (195.1)%, respectively, versus 74.1% and (22.3)% for the nine and three months ended September 30, 2019, respectively. The changes in the tax rates were due primarily to the following:

▪a full valuation allowance in 2019 attributable to the tax benefits associated with the impairment of JUUL equity securities;

partially offset by:

▪a full valuation allowance in 2020 attributable to the tax benefits associated with the impairment of JUUL equity securities;
▪tax benefits recorded in 2019 for the reversal of tax accruals no longer required;
▪net tax expense in 2020 related to Altria’s equity investment in Cronos, which included a valuation allowance release on a deferred tax asset; and
▪net tax benefit in 2019 related to Altria’s equity investment in Cronos, which included a valuation allowance release on a deferred tax asset.



28
Table of Contents
A reconciliation of the beginning and ending valuation allowances for the period ended September 30, 2020 was as follows:
(in millions)
Balance at beginning of year$2,324 
Additions to valuation allowance charged to income tax expense673 
Reductions to valuation allowance credited to income tax benefit(145)
Foreign currency translation4 
Balance at end of period$2,856 

The current year addition to the valuation allowance was due primarily to valuation allowances recorded for deferred tax assets related to Altria’s equity investments in JUUL and Cronos. The current year reduction to the valuation allowance was due primarily to the write-off of a deferred tax asset related to Altria’s equity investment in Cronos for which a valuation allowance had previously been established.

Altria is subject to income taxation in many jurisdictions. Unrecognized tax benefits reflect the difference between tax positions taken or expected to be taken on income tax returns and the amounts recognized in the financial statements. Resolution of the related tax positions with the relevant tax authorities may take many years to complete, and such timing is not entirely within the control of Altria. At September 30, 2020, Altria’s total unrecognized tax benefits were $74 million. The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate at September 30, 2020 was $41 million, along with $33 million affecting deferred taxes. It is reasonably possible that within the next 12 months certain examinations will be resolved, which could result in a decrease in unrecognized tax benefits of approximately $8 million. At December 31, 2019, Altria’s total unrecognized tax benefits were $64 million. The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate at December 31, 2019 was $40 million, along with $24 million affecting deferred taxes.

Note 12.10. Contingencies

Legal proceedings covering a wide range of matters are pending or threatened in various U.S. and foreign jurisdictions against Altria and its subsidiaries, including PM USA and USSTC, as well as their respective indemnitees and Altria’s investees. Various types of claims may be raised in these proceedings, including product liability, unfair trade practices, antitrust, tax, contraband shipments, patent infringement, employment matters, claims alleging violation of the Racketeer Influenced and Corrupt Organizations Act (“RICO”), claims for contribution and claims of competitors, shareholders or distributors. Legislative action, such as changes to tort law, also may expand the types of claims and remedies available to plaintiffs.

Litigation is subject to uncertainty and it is possible that there could be adverse developments in pending or future cases. An unfavorable outcome or settlement of pending tobacco-related or other litigation could encourage the commencement of additional litigation. Damages claimed in some tobacco-related and other litigation are or can be significant and, in certain cases, have ranged in the billions of dollars. The variability in pleadings in multiple jurisdictions, together with the actual experience of management in litigating claims, demonstrate that the monetary relief that may be specified in a lawsuit bears little relevance to the ultimate outcome. In certain cases, plaintiffs claim that defendants’ liability is joint and several. In such cases, Altria or its subsidiaries may face the risk that one or more co-defendants decline or otherwise fail to participate in the bonding required for an appeal or to pay their proportionate or jury-allocated share of a judgment. As a result, Altria or its subsidiaries under certain circumstances may have to pay more than their proportionate share of any bonding- or judgment-related amounts. Furthermore, in those cases where plaintiffs are successful, Altria or its subsidiaries also may be required to pay interest and attorneys’ fees.

Although PM USA has historically been able to obtain required bonds or relief from bonding requirements in order to prevent plaintiffs from seeking to collect judgments while adverse verdicts have been appealed, there remains a risk that such relief may not be obtainable in all cases. This risk has been substantially reduced given that 47 states and Puerto Rico limit the dollar amount of bonds or require no bond at all. As discussed below, however, tobacco litigation plaintiffs have challenged the constitutionality of Florida’s bond cap statute in several cases and plaintiffs may challenge state bond cap statutes in other jurisdictions as well. Such challenges may include the applicability of state bond caps in federal court. States, including Florida, also may seek to repeal or alter bond cap statutes through legislation. Although Altria cannot predict the outcome of such challenges, it is possible that the consolidated results of operations, cash flows or financial position of Altria, or one or more of its subsidiaries, could be materially affected in a particular fiscal quarter or fiscal year by an unfavorable outcome of one or more such challenges.

2922
Table of Contents
Altria and its subsidiaries record provisions in the condensed consolidated financial statements for pending litigation when they determine that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. At the present time, while it is reasonably possible that an unfavorable outcome in a case may occur, except to the extent discussed elsewhere in this Note 12.10. Contingencies: (i) management has concluded that it is not probable that a loss has been incurred in any of the pending cases; (ii) management is unable to estimate the possible loss or range of loss that could result from an unfavorable outcome in any of the pending cases; and (iii) accordingly, management has not provided any amounts in the condensed consolidated financial statements for unfavorable outcomes, if any. Litigation defense costs are expensed as incurred.

Altria and its subsidiaries have achieved substantial success in managing litigation. Nevertheless, litigation is subject to uncertainty and significant challenges remain. It is possible that the consolidated results of operations, cash flows or financial position of Altria, or one or more of its subsidiaries, could be materially affected in a particular fiscal quarter or fiscal year by an unfavorable outcome or settlement of certain pending litigation. Altria and each of its subsidiaries named as a defendant believe, and each has been so advised by counsel handling the respective cases, that it has valid defenses to the litigation pending against it, as well as valid bases for appeal of adverse verdicts. Each of the companies has defended, and will continue to defend, vigorously against litigation challenges. However, Altria and its subsidiaries may enter into settlement discussions in particular cases if they believe it is in the best interests of Altria to do so.

Overview of Altria and/or PM USA Tobacco-Related Litigation

Types and Number of U.S. CasesCases:

Claims related to tobacco products generally fall within the following categories: (i) smoking and health cases alleging personal injury brought on behalf of individual plaintiffs; (ii) health care cost recovery cases brought by governmental (both domestic and foreign) plaintiffs seeking reimbursement for health care expenditures allegedly caused by cigarette smoking and/or disgorgement of profits; (iii) e-vapor cases alleging violation of the Racketeer Influenced and Corrupt Organizations Act (“RICO”),RICO, fraud, failure to warn, design defect, negligence, antitrust and unfair trade practices; and (iv) other tobacco-related litigation described below. Plaintiffs’ theories of recovery and the defenses raised in tobacco-related litigation are discussed below.

The table below lists the number of certain tobacco-related cases pending in the U.S. against PM USA and/or Altria as of OctoberApril 26, 2021, April 27, 2020 October 28, 2019 and OctoberApril 22, 2018:2019:
October 27, 2020October 28, 2019October 22, 2018April 26, 2021April 27, 2020April 22, 2019
Individual Smoking and Health Cases (1)
Individual Smoking and Health Cases (1)
14295101
Individual Smoking and Health Cases (1)
16210998
Health Care Cost Recovery Actions (2)
Health Care Cost Recovery Actions (2)
001
Health Care Cost Recovery Actions (2)
111
E-vapor Cases(3)
E-vapor Cases(3)
1,145
E-vapor Cases (3)
2,1502022
Other Tobacco-Related Cases(4)
Other Tobacco-Related Cases(4)
444
Other Tobacco-Related Cases (4)
340
(1) Includes 1517 cases filed in New Mexico, 2635 cases filed in Massachusetts and 5462 non-Engle cases filed in Florida. Does not include individual smoking and health cases brought by or on behalf of plaintiffs in Florida state and federal courts following the decertification of the Engle case (these Engle progeny cases are discussed below in Smoking and Health Litigation - Engle Class Action). Also does not include 1,471 cases brought by flight attendants seeking compensatory damages for personal injuries allegedly caused by exposure to environmental tobacco smoke (“ETS”). The flight attendants allege that they are members of an ETS smoking and health class action in Florida, which was settled in 1997 (Broin). The terms of the court-approved settlement in that case allowed class members to file individual lawsuits seeking compensatory damages, but prohibited them from seeking punitive damages. In March 2018, 923 of these cases were voluntarily dismissed without prejudice.
(2) See Health Care Cost Recovery Litigation - Federal Government’s Lawsuit below.
(3) Includes 2547 class action lawsuits, 2 of which were filed in Canada, 1,0641,980 individual lawsuits 31 state or local governmentand 123 “third party” lawsuits and 25 lawsuits filed by school districts relating to JUUL e-vapor products.products, which include school districts, state and local government, tribal and healthcare organization lawsuits. JUUL is an additional named defendant in each of these lawsuits. The 47 class action lawsuits include 21 cases in the Northern District of California (“Multidistrict Litigation” or “MDL”) involving plaintiffs whose claims were previously included in other class action complaints but were refiled as separate stand-alone class actions for procedural and other reasons.
(4)Includes 21 inactive smoking and health casescase alleging personal injury or seeking court-supervised programs or ongoing medical monitoring and purporting to be brought on behalf of a class of individual plaintiffs including 1 case in which the aggregated claims of a number of individual plaintiffs are to be tried in a single proceeding, and 2 inactive class action lawsuits alleging that use of the terms “Lights” and “Ultra Lights” constitute deceptive and unfair trade practices, common law or statutory fraud, unjust enrichment, breach of warranty or violations of RICO.

3023
Table of Contents
International Tobacco-Related Cases

Cases:
As of October 27, 2020,April 26, 2021, (i) Altria is named as a defendant in 23 e-vapor class action lawsuits in Canada.Canada; (ii) PM USA also is a named defendant in 10 health care cost recovery actions in Canada, 8 of which also name Altria as a defendant.defendant; and (iii) PM USA and Altria are also named as defendants in 7 smoking and health class actions filed in various Canadian provinces. See Guarantees and Other Similar Matters below for a discussion of the Distribution Agreement between Altria and Philip Morris International Inc. (“PMI”) that provides for indemnities for certain liabilities concerning tobacco products.

Tobacco-Related Cases Set for Trial

Trial:
As of October 27, 2020, 0April 26, 2021, 1 Engle progeny cases or individual smoking and health casescase against PM USA areis set for trial through December 31, 2020. Cases against other companies in the tobacco industry may be scheduled for trial during this period.June 30, 2021. Trial dates are subject to change and somemany of the trials have beenwere postponed due to the COVID-19 pandemic.pandemic; however, the courts are beginning to reopen and trials may be scheduled for the second half of 2021.

Trial Results

Results:
Since January 1999, excluding the Engle progeny cases (separately discussed below), verdicts have been returned in 69 tobacco-related cases in which PM USA was a defendant. Verdicts in favor of PM USA and other defendants were returned in 44 of the 69 cases. These 44 cases were tried in Alaska (1), California (7), Connecticut (1), Florida (10), Louisiana (1), Massachusetts (4), Mississippi (1), Missouri (4), New Hampshire (1), New Jersey (1), New York (5), Ohio (2), Pennsylvania (1), Rhode Island (1), Tennessee (2) and West Virginia (2).

Of the 25 non-Engle progeny cases in which verdicts were returned in favor of plaintiffs, 20 have reached final resolution, and 1 case (Gentile) that was initially returned in favor of plaintiff was reversed post-trial and remains pending.

See Smoking and Health Litigation - Engle Progeny Trial Results below for a discussion of verdicts in state and federal Engle progeny cases involving PM USA as of October 27, 2020.

April 26, 2021.
Judgments Paid and Provisions for Tobacco and Health Litigation Items (Including Engle Progeny Litigation):

After exhausting all appeals in those cases resulting in adverse verdicts associated with tobacco-related litigation, since October 2004, PM USA has paid judgments and settlements (including related costs and fees) totaling approximately $798$841 million and interest totaling approximately $217$218 million as of September 30, 2020.March 31, 2021. These amounts include payments for Engle progeny judgments (and related costs and fees) totaling approximately $364$399 million and related interest totaling approximately $55$56 million.

The changes in Altria’s accrued liability for tobacco and health litigation items, including related interest costs, for the periods specified below are as follows:
    For the Nine Months Ended September 30,    For the Three Months Ended September 30,For the Three Months Ended March 31,
(in millions)(in millions)2020201920202019(in millions)20212020
Accrued liability for tobacco and health litigation items at beginning of period (1)
Accrued liability for tobacco and health litigation items at beginning of period (1)
$14 $112 $22 $13 
Accrued liability for tobacco and health litigation items at beginning of period (1)
$9 $14 
Pre-tax charges for:Pre-tax charges for:Pre-tax charges for:
Tobacco and health litigation(1)Tobacco and health litigation(1)73 (2)43 34 3 Tobacco and health litigation(1)35 22 
Related interest costsRelated interest costs3 5 0 0 Related interest costs0 2 
Payments (1)
Payments (1)
(81)(3)(151)(47)(7)
Payments (1)
(36)(28)
Accrued liability for tobacco and health litigation items at end of period (1)
Accrued liability for tobacco and health litigation items at end of period (1)
$9 $9 $9 $9 
Accrued liability for tobacco and health litigation items at end of period (1)
$8 $10 
(1) Includes certain amounts related to the costs of implementing the corrective communications remedy related to the Federal Government’s Lawsuit discussed below.
(2) Includes approximately $20 million related to pre-trial resolution of approximately 240 tobacco and health cases.
(3) Includes approximately $20 million in payments related to above-mentioned pre-trial resolution of approximately 240 tobacco and health cases and $2 million for pre-trial resolution of other tobacco and health cases that was accrued in 2019 but not paid until 2020.

31
Table of Contents
The accrued liability for tobacco and health litigation items, including related interest costs, was included in accrued liabilities on Altria’s condensed consolidated balance sheets. Pre-tax charges for tobacco and health litigation were included in marketing, administration and research costs on Altria’s condensed consolidated statements of earnings. Pre-tax charges for related interest costs were included in interest and other debt expense, net on Altria’s condensed consolidated statements of earnings.

Security for JudgmentsJudgments:

To obtain stays of judgments pending appeal, PM USA has posted various forms of security. As of September 30, 2020,March 31, 2021, PM USA has posted appeal bonds totaling approximately $61$53 million, which have been collateralized with restricted cash that are included in assets on the condensed consolidated balance sheet.

sheets.
Smoking and Health Litigation

Overview:
Overview

Plaintiffs’ allegations of liability in smoking and health cases are based on various theories of recovery, including negligence, gross negligence, strict liability, fraud, misrepresentation, design defect, failure to warn, nuisance, breach of express and implied warranties, breach of special duty, conspiracy, concert of action, violations of unfair trade practice laws and consumer protection statutes, and claims under the federal and state anti-racketeering statutes. Plaintiffs in the smoking and health cases seek various forms of relief, including compensatory and punitive damages, treble/multiple damages and other statutory damages and penalties, creation of medical monitoring and smoking cessation funds, disgorgement of profits, and injunctive and equitable relief. Defenses raised in these cases include lack of proximate cause, assumption of the risk,
24
Table of Contents
comparative fault and/or contributory negligence, statutes of limitations and preemption by the Federal Cigarette Labeling and Advertising Act.

Non-
Non-EngleEngle Progeny LitigationLitigation:

Summarized below are the non-Engle progeny smoking and health cases pending during 20202021 in which a verdict was returned in favor of plaintiff and against PM USA. Charts listing certain verdicts for plaintiffs in the Engle progeny cases can be found in Smoking and Health Litigation - Engle Progeny Trial Results below.

Principe: In February 2020, a jury in a Florida state court returned a verdict in favor of plaintiff and against PM USA, awarding approximately $11 million in compensatory damages. There was 0 claim for punitive damages. PM USA’s appeal is pending in the Third District Court of Appeal.

Greene:In September 2019, a jury in a Massachusetts state court returned a verdict in favor of plaintiffs and against PM USA, awarding approximately $10 million in compensatory damages. In May 2020, the court ruled on plaintiffs’ remaining claim and trebled the compensatory damages award to approximately $30 million. In February 2021, the trial court awarded plaintiff attorneys’ fees and costs in the amount of approximately $2.3 million. Also in February 2021, PM USA plansserved its post-trial motions to file post-trial motions.

reverse the judgment or for a new trial.
Laramie: In August 2019, a jury in a Massachusetts state court returned a verdict in favor of plaintiff and against PM USA, awarding $11 million in compensatory damages and $10 million in punitive damages. PM USA has appealed and, plaintiff have appealed.

in February 2021, the Massachusetts Supreme Judicial Court asserted jurisdiction over the appeal.
Gentile: In October 2017, a jury in a Florida state court returned a verdict in favor of plaintiff and against PM USA, awarding approximately $7.1 million in compensatory damages and allocating 75% of the fault to PM USA (an amount of approximately $5.3 million).USA. PM USA appealed. In September 2019, the Florida Fourth District Court of Appeal reversed the judgment entered by the trial court, granted PM USA judgment on certain claims and remanded for a new trial on the remaining claims. Plaintiff has petitioned the Florida Supreme Court for further review.

review, which the court denied in January 2021.
Federal Government’s Lawsuit: See Health Care Cost Recovery Litigation - Federal Government’s Lawsuit below for a discussion of the verdict and post-trial developments in the United States of America health care cost recovery case.

Engle
Engle Class Action

Action:
In July 2000, in the second phase of the Engle smoking and health class action in Florida, a jury returned a verdict assessing punitive damages totaling approximately $145 billion against various defendants, including $74 billion against PM USA. Following entry of judgment, PM USA appealed. In May 2003, the Florida Third District Court of Appeal reversed the judgment entered by the trial court and instructed the trial court to order the decertification of the class. Plaintiffs petitioned the Florida Supreme Court for further review.
32
Table of Contents

In July 2006, the Florida Supreme Court ordered that the punitive damages award be vacated, that the class approved by the trial court be decertified and that members of the decertified class could file individual actions against defendants within one year of issuance of the mandate. The court further declared the following Phase I findings are entitled to res judicata effect in such individual actions brought within one year of the issuance of the mandate: (i) that smoking causes various diseases; (ii) that nicotine in cigarettes is addictive; (iii) that defendants’ cigarettes were defective and unreasonably dangerous; (iv) that defendants concealed or omitted material information not otherwise known or available knowing that the material was false or misleading or failed to disclose a material fact concerning the health effects or addictive nature of smoking; (v) that defendants agreed to misrepresent information regarding the health effects or addictive nature of cigarettes with the intention of causing the public to rely on this information to their detriment; (vi) that defendants agreed to conceal or omit information regarding the health effects of cigarettes or their addictive nature with the intention that smokers would rely on the information to their detriment; (vii) that all defendants sold or supplied cigarettes that were defective; and (viii) that defendants were negligent.

In August 2006, PM USA and plaintiffs sought rehearing from the Florida Supreme Court on parts of its July 2006 opinion. In December 2006, the Florida Supreme Court refused to revise its July 2006 ruling, except that it revised the set of Phase I findings entitled to res judicata effect by excluding finding (v) listed above (relating to agreement to misrepresent information), and added the finding that defendants sold or supplied cigarettes that, at the time of sale or supply, did not conform to the representations of fact made by defendants. In February 2008, the trial court decertified the class.

Pending EngleEngle Progeny Cases

Cases:
The deadline for filing Engle progeny cases expired in January 2008, at which point a total of approximately 9,300 federal and state claims were pending. As of October 27, 2020,April 26, 2021, approximately 1,3001,214 state court cases were pending against PM USA or Altria asserting individual claims by or on behalf of approximately 1,6001,500 state court plaintiffs.  Because of a number of factors, including docketing delays, duplicated filings and overlapping dismissal orders, these numbers are estimates. While the Federal Engle Agreement (discussed below) resolved nearly all Engle progeny cases pending in federal court, as of October 27, 2020,April 26, 2021, 3 cases were pending against PM USA in federal court representing the cases excluded from that agreement.

Engle
Engle Progeny Trial ResultsResults:

As of October 27, 2020, 134April 26, 2021, 135 federal and state Engle progeny cases involving PM USA have resulted in verdicts since the Florida Supreme Court Engle decision. NaN verdicts were returned in favor of plaintiffs and 5 verdicts (Skolnick, Calloway, Oshinsky-Blacker, McCoyand Frogel) that were initially returned in favor of plaintiffs
25
Table of Contents
were reversed post-trial or on appeal and remain pending.

NaN verdicts were returned in favor of PM USA, of which 4344 were state cases. In addition, there have been a number of mistrials, only some of which have resulted in new trials as of October 27, 2020.April 26, 2021. NaN verdicts (Pearson, D. Cohen, Collar and Chacon) that were returned in favor of PM USA were subsequently reversed for new trials. Juries in 2 cases (Reider and Banks) returned 0 damages verdicts in favor of PM USA. Juries in 2 other cases (Weingart and Hancock) returned verdicts against PM USA awarding 0 damages, but the trial court in each case decided to award plaintiffs damages. NaN case, Pollari, resulted in a verdict in favor of PM USA following a retrial of an initial verdict returned in favor of plaintiff. Appeals by plaintiffPlaintiff and defendants are pending.appealed the verdict and the appellate court affirmed the judgement in favor of the defendants. NaN cases, Gloger, Rintoul (Caprio) and Duignan, resulted in verdicts in favor of plaintiffs following retrial of initial verdicts returned in favor of plaintiffs. Post-trial motions or appeals are pending. NaN case,cases, Freemanand Harris, resulted in an appellate reversal of a jury verdict in favor of plaintiff, and a judgment in favor of PM USA.

The charts below list the verdicts and post-trial developments in certain Engle progeny cases in which verdicts were returned in favor of plaintiffs. The first chart lists such cases that are pending as of October 27, 2020 where PM USA has recorded a provision in its consolidated financial statements because PM USA has determined that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated; the second chart lists other such cases that are pending as of October 27, 2020April 26, 2021 but where PM USA has determined an unfavorable outcome is not probable and the amount of loss cannot be reasonably estimated; and the thirdestimated. The second chart lists other such cases that have concluded within the previous 12 months. Unless otherwise noted for a particular case, the jury’s award for compensatory damages will not be reduced by any finding of plaintiff’s comparative fault. Further, the damages noted reflect adjustments based on post-trial or appellate rulings.

33
Table As of Contents
Currently Pending Engle Cases with Accrued Liabilities
(rounded to nearest $ million)
PlaintiffVerdict DateDefendant(s)CourtCompensatory Damages (All Defendants)Punitive Damages (PM USA)Appeal Status
Accrual (1)
Berger (Cote)
September 2014PM USAFederal Court - Middle District of Florida$6 million$21 millionThe Eleventh Circuit Court of Appeals reinstated the punitive and compensatory damages awards and remanded the case to the district court. PM USA’s challenge to the punitive damages award was denied by the district court. Appeal by PM USA to Eleventh Circuit Court of Appeals pending.$6 million accrual in the fourth quarter of 2018
SantoroMarch 2017
PM USA, R.J. Reynolds and Liggett Group(2)
Broward$2 million (<$1 million PM USA)<$1 millionThe Fourth District Court of Appeal affirmed the compensatory damages award and reinstated the punitive damages award. Defendants’ motion for rehearing was denied. Appeal by defendants of punitive damages award to Florida Supreme Court pending.<$1 million accrual for compensatory damages award in the second quarter of 2020
(1) Accrual amounts include interest and associated costs, if applicable. ForApril 26, 2021, there are 0 cases with multiple defendants, if any, accrual amounts reflect the portion of compensatory damageswhere PM USA believes it will have to pay ifhas recorded a provision in its condensed consolidated financial statements because PM USA has not determined for any currently pending case that an unfavorable outcome is probable and the case is ultimately decided in plaintiff’s favor after taking into account any portion potentially payable byamount of the other defendant(s).loss can be reasonably estimated.
(2)References below to “R.J. Reynolds,” “Lorillard” and “Liggett Group” are to R.J. Reynolds Tobacco Company, Lorillard Tobacco Company and Liggett Group, LLC, respectively.

Other Currently Pending Engle Cases with Verdicts Against PM USA
(rounded to nearest $ million)
PlaintiffVerdict DateDefendant(s)Court
Compensatory Damages (1)
Punitive Damages
(PM USA)		Appeal Status
Duignan
February 2020(2)(2)
PM USA and
R.J. Reynolds		Pinellas$3 million$12 millionAppeal by defendants to Second District Court of Appeal pending.
CuddiheeJanuary 2020PM USADuval$3 million$0Appeal by plaintiff and defendant to First District Court of Appeal pending.
Rintoul (Caprio)
November 2019(2)
PM USA and R.J. ReynoldsBroward$9 million ($5 million PM USA)$74 millionAppeal by plaintiff and defendants to Fourth District Court of Appeal pending.
Gloger
November 2019(2)
PM USA and R.J. ReynoldsMiami-Dade$15 million ($5 million PM USA)$11 millionAppeal by defendants to Third District Court of Appeal pending.
McCallMarch 2019PM USABroward<$1 million (<$1 million PM USA)<$1 million0New trial ordered on punitive damages.
NeffMarch 2019PM USA and R.J. ReynoldsBroward$4 million$2 millionAppeals by plaintiff and defendants to Fourth District Court of Appeal pending.
FrogelMarch 2019PM USAPalm Beach<$1 million (<$1 million PM USA)$0Fourth District Court of Appeal reversed the judgment against PM USA and ordered a new trial.
MahfuzFebruary 2019PM USA and R.J. ReynoldsBroward$12 million$10 millionAppeals by plaintiff and defendants to Fourth District Court of Appeal pending.
HollimanFebruary 2019PM USAMiami-Dade$3 million$0Defendant’s appeal to Third District Court of Appeal pending.
ChadwellSeptember 2018PM USAMiami-Dade$2 million$0
Third District Court of Appeal affirmed the compensatory damages award. PM USA petitioned Florida Supreme Court for review. Case stayed pending Florida Supreme Court decision in Prentice. (3)
KaplanJuly 2018PM USA and R.J. ReynoldsBroward$2 million$2 millionFourth District Court of Appeal affirmed the verdict. Defendants’ motion for rehearing pending.
3426
Table of Contents
PlaintiffVerdict DateDefendant(s)Court
Compensatory Damages (1)
Punitive Damages
(PM USA)		Appeal Status
ChadwellSeptember 2018PM USAMiami-Dade$2 million$0
Third District Court of Appeal affirmed the compensatory damages award. PM USA petitioned Florida Supreme Court for review. Case stayed pending Florida Supreme Court decision in Prentice.(3)
KaplanJuly 2018PM USA and R.J. ReynoldsBroward$2 million$2 millionAppeals by defendants and plaintiff to Fourth District Court of Appeal pending.
R. DouglasNovember 2017PM USADuval<$1 million$0Awaiting entry of final judgment by the trial court.
SommersApril 2017PM USAMiami-Dade$1 million$0
Third District Court of Appeal affirmed compensatory damages award and granted new trial on punitive damages. Florida Supreme Court denied PM USA'sUSA’s petition for review.review of the Third District Court of Appeal’s decision. PM USA paid approximately $1 million for the compensatory damages award and awaits the new trial on punitive damages. (4)
Cooper (Blackwood)September 2015PM USA and R.J. ReynoldsBroward
$5 million
(<$1 million PM USA)
$0Fourth District Court of Appeal affirmed judgment and granted a new trial on punitive damages.
D. BrownJanuary 2015PM USAFederal Court - Middle District of Florida$8 million$9 million
Appeal by defendant to U.S. Court of Appeals for the Eleventh Circuit stayed pending Florida Supreme Court decision in Prentice.(3)
HarrisJuly 2014PM USA,
R.J. Reynolds and Lorillard		Federal Court - Middle District of Florida$2 million (<$1 million PM USA)$0Appeals by plaintiff and defendants to U.S. Court of Appeals for the Eleventh Circuit pending.
(1) PM USA’s portion of the compensatory damages award is noted parenthetically where the court has ruled that comparative fault applies.
(2) Plaintiff’s verdict following a retrial of an initial verdict in favor of plaintiff.
(3) PM USA is not a defendant in this case.Prentice.
(4) Plaintiff was granted an award of approximately $3 million in fees, costs and interest that PM USA appealed. The Florida Third District Court of Appeals affirmed the award and PM USA paid the award amount in March 2021.

27
Table of Contents
Engle Cases Concluded Within Past 12 Months(1)
(rounded to nearest $ million)
PlaintiffVerdict DateDefendant(s)CourtAccrual DatePayment Amount
(if any)		Payment Date
Berger (Cote) (2)
September 2014PM USAFederal Court - Middle District of FloridaFourth quarter of 2018 and first quarter of 2021$29 millionFebruary 2021
Santoro (3)
March 2017PM USA, R.J. Reynolds and Liggett GroupBrowardSecond quarter of 2020 and first quarter of 2021$1 millionJanuary 2021
Dean (Kerrivan)(2)(4)
October 2014PM USA and R.J. ReynoldsFederal Court - Middle District of FloridaThird quarter of 2020$26 millionAugust 2020
Landi(3)(5)
June 2018PM USA and R.J. ReynoldsBrowardSecond quarter of 2020$10 millionJuly 2020
Theis(4)
May 2018PM USA and
R.J. Reynolds		SarasotaFirst quarter of 2020$17 millionFebruary 2020
(1) In 4 cases in which PM USA paid the judgments more than a year ago, Naugle, Gore, M. Brown and Jordan, plaintiffs were awarded approximately $8 million, $2 million, $9$8 million and $4 million in fees and costs, respectively. PM USA has appealed in all of these cases. In M. Brown, in March 2021 the Florida First District Court of Appeals affirmed the fee award and reversed the pre-judgment interest award and, in April 2021, PM USA paid $8.2 million in satisfaction of the fee award and post-judgment interest.
(2) In January 2021, the Eleventh Circuit Court of Appeals affirmed the punitive damages award. As a result, in the first quarter of 2021, PM USA recorded a pre-tax provision of approximately $21 million, including interest, for the judgment and in February 2021 paid this amount plus an amount reflecting a pre-tax provision recorded in the fourth quarter of 2018 of approximately $6 million, including interest, for compensatory damages. Also in February 2021, PM USA paid additional fees in the amount of approximately $1.5 million.
(3) In January 2021, the Florida Supreme Court denied defendants’ appeal of the punitive damages award. As a result, in the first quarter of 2021, PM USA recorded a pre-tax provision of approximately $0.2 million, including interest, for the judgment and in January 2021 paid this amount plus an amount reflecting a pre-tax provision recorded in the second quarter of 2020 of approximately $0.8 million, including interest, for compensatory damages.
(4) In August 2020, the U.S. Court of Appeals for the Eleventh Circuit denied the defendants’ petition for rehearing. As a result, in the third quarter of 2020, PM USA recorded a pre-tax provision of approximately $26 million, reflecting its portion of the judgment plus interest, and paid this amount in August 2020.
(3)(5) In June 2020, the Fourth District Court of Appeal affirmed the compensatory damages award. As a result, in the second quarter of 2020, PM USA recorded a pre-tax provision of approximately $10 million for the judgment plus interest and paid this amount in July 2020.
(4) In February 2020, the Florida Second District Court of Appeal denied PM USA’s petition for review.  As a result, in the first quarter of 2020, PM USA recorded a pre-tax provision of approximately $17 million for the judgment plus interest and paid this amount.

35
Table of Contents
Florida Bond Statute

Statute:
In June 2009, Florida amended its existing bond cap statute by adding a $200 million bond cap that applies to all state Engle progeny lawsuits in the aggregate and establishes individual bond caps for individual Engle progeny cases in amounts that vary depending on the number of judgments in effect at a given time. Plaintiffs have been unsuccessful in various challenges to the bond cap statute in Florida state court.

No federal court has yet addressed the constitutionality of the bond cap statute or the applicability of the bond cap to Engle progeny cases tried in federal court.

From time to time, legislation has been presented to the Florida legislature that would repeal the bond cap statute; however to date, no legislation repealing the statute has passed.

Other Smoking and Health Class ActionsActions:

Since the dismissal in May 1996 of a purported nationwide class action brought on behalf of allegedly addicted smokers, plaintiffs have filed numerous putative smoking and health class action suits in various state and federal courts. In general, these cases purport to be brought on behalf of residents of a particular state or states (although a few cases purport to be nationwide in scope) and raise addiction claims and, in many cases, claims of physical injury as well.

Class certification has been denied or reversed by courts in 61 smoking and health class actions involving PM USA in Arkansas (1), California (1), Delaware (1), the District of Columbia (2), Florida (2), Illinois (3), Iowa (1), Kansas (1), Louisiana (1), Maryland (1), Michigan (1), Minnesota (1), Nevada (29), New Jersey (6), New York (2), Ohio (1), Oklahoma (1), Oregon (1), Pennsylvania (1), Puerto Rico (1), South Carolina (1), Texas (1) and Wisconsin (1). See Certain Other Tobacco-Related Litigation below for a discussion of “Lights” and “Ultra Lights” class action cases and medical monitoring class action cases pending against PM USA.

As of October 27, 2020,January 25, 2021, PM USA and Altria are named as defendants, along with other cigarette manufacturers, in 7 class actions filed in the Canadian provinces of Alberta, Manitoba, Nova Scotia, Saskatchewan, British Columbia and Ontario. In Saskatchewan, British Columbia (2 separate cases) and Ontario, plaintiffs seek class certification on behalf of individuals who suffer or have suffered from various diseases, including chronic obstructive pulmonary disease, emphysema, heart disease or cancer, after smoking defendants’ cigarettes. In the actions filed in Alberta, Manitoba and Nova Scotia, plaintiffs seek certification of classes of all individuals who smoked defendants’ cigarettes. In March 2019, all of these class actions were
28
Table of Contents
stayed as a result of 3 Canadian tobacco manufacturers (none of which is related to Altria or its subsidiaries) seeking protection under Canada’s Companies’ Creditors Arrangement Act (which is similar to Chapter 11 bankruptcy in the U.S.). The companies entered into these proceedings following a Canadian appellate court upholding 2 smoking and health class action verdicts against those companies totaling approximately CAD $13 billion. See Guarantees and Other Similar Matters below for a discussion of the Distribution Agreement between Altria and PMI, which provides for indemnities for certain liabilities concerning tobacco products.

Health Care Cost Recovery Litigation

Overview:
Overview

In the health care cost recovery litigation, governmental entities seek reimbursement of health care cost expenditures allegedly caused by tobacco products and, in some cases, of future expenditures and damages. Relief sought by some but not all plaintiffs includes punitive damages, multiple damages and other statutory damages and penalties, injunctions prohibiting alleged marketing and sales to minors, disclosure of research, disgorgement of profits, funding of anti-smoking programs, additional disclosure of nicotine yields, and payment of attorney and expert witness fees.

Although there have been some decisions to the contrary, most judicial decisions in the U.S. have dismissed all or most health care cost recovery claims against cigarette manufacturers. Nine federal circuit courts of appeals and eight state appellate courts, relying primarily on grounds that plaintiffs’ claims were too remote, have ordered or affirmed dismissals of health care cost recovery actions. The United States Supreme Court has refused to consider plaintiffs’ appeals from the cases decided by five federal circuit courts of appeal.

36
Table of Contents
In addition to the cases brought in the U.S., health care cost recovery actions have also been brought against tobacco industry participants, including PM USA and Altria, in Canada (10 cases), and other entities have stated that they are considering filing such actions.

Since the beginning of 2008, the Canadian Provinces of British Columbia, New Brunswick, Ontario, Newfoundland and Labrador, Quebec, Alberta, Manitoba, Saskatchewan, Prince Edward Island and Nova Scotia have brought health care reimbursement claims against cigarette manufacturers. PM USA is named as a defendant in the British Columbia and Quebec cases, while both Altria and PM USA are named as defendants in the New Brunswick, Ontario, Newfoundland and Labrador, Alberta, Manitoba, Saskatchewan, Prince Edward Island and Nova Scotia cases. The Nunavut Territory and Northwest Territory have passed legislation permitting similar claims, but lawsuits based on this legislation have not been filed. All of these cases have been stayed pending resolution of proceedings in Canada involving 3 tobacco manufacturers (none of which are affiliated with Altria or its subsidiaries) under the Companies’ Creditors Arrangement Act discussed above. See Smoking and Health Litigation - Other Smoking and Health Class Actions above for a discussion of these proceedings. See Guarantees and Other Similar Matters below for a discussion of the Distribution Agreement between Altria and PMI that provides for indemnities for certain liabilities concerning tobacco products.

Settlements of Health Care Cost Recovery Litigation
Litigation:
In November 1998, PM USA and certain other tobacco product manufacturers entered into the MSA1998 Master Settlement Agreement (the “MSA”) with 46 states, the District of Columbia and certain U.S. territories to settle asserted and unasserted health care cost recovery and other claims. PM USA and certain other tobacco product manufacturers had previously entered into agreements to settle similar claims brought by Mississippi, Florida, Texas and Minnesota (together with the MSA, the “State Settlement Agreements”). The State Settlement Agreements require that the original participating manufacturers or “OPMs” (now PM USA, and R.J. Reynolds and, with respect to certain brands, ITG Brands, LLC (“ITG”)) make annual payments of approximately $9.4 billion, subject to adjustments for several factors, including inflation, market share and industry volume. In addition, the OPMs are required to pay settling plaintiffs’ attorneys’ fees, subject to an annual cap of $500 million. For the three months ended September 30,March 31, 2021 and 2020, and 2019, the aggregate amount recorded in cost of sales with respect to the State Settlement Agreements was approximately $1.2$0.9 billion and $1.1 billion, respectively. For the nine months ended September 30, 2020 and 2019, the aggregate amount recorded in cost of sales with respect to the State Settlement Agreements was approximately $3.3 billion and $3.2 billion, respectively. These amounts include PM USA’s estimate of amounts related to NPM Adjustments discussed below.

NPM Adjustment DisputesDisputes:

PM USA is participating in proceedings regarding the NPM Adjustment for 2003-2019.2003-2020. The “NPM Adjustment” is a reduction in MSA payments made by the OPMs and those manufacturers that are subsequent signatories to the MSA (collectively, the “participating manufacturers” or “PMs”) that applies if the PMs collectively lose at least a specified level of market share to non-participating manufacturers since 1997, subject to certain conditions and defenses. The independent auditor (the “IA”) appointed under the MSA calculates the maximum amount of the NPM Adjustment, if any, for each year.
29

Table of Contents
NPM Adjustment Disputes - Settlement with 36 States and Territories and SettlementSeparate Settlements with Montana and New York.

PM USA has entered into 23 settlements of NPM Adjustment disputes with a total of 3738 states and territories, one with 36 states and territories (the “multi-state settlement”) and the other, one with the State of New York.York and one with the State of Montana. In the multi-state settlement, PM USA, by the end of October 2017, had settled the NPM Adjustment disputes for 2003-2015 with 26 states in exchange for a total of $740 million. In 2018, there were 2 principal developments with respect to this settlement. First, PM USA agreed to settle the NPM Adjustment disputes for 2016 and 2017 with the 26 states mentioned above. Second,above and PM USA settled the NPM Adjustment disputes for 2004-2017 with 10 additional states. As a result of these 2 developments, PM USA will receive approximately $248 million, $68 million of which it received in April 2018, $121 million of which it received in April 2019, and $47 million of which it received in April 2020.2020 and $8 million of which it received in April 2021. In connection with these 2 developments, PM USA recorded a reduction to cost of sales in the amount of $39 million in 2017 and in the amount of $209 million in 2018. In the first quarter of 2019, PM USA also recorded a reduction to cost of sales in the amount of $52 million for its estimate of the 2018 NPM Adjustment settlement credit it expectsexpected to receive under the multi-state settlement.

In the first quarter of 2020, the PMs agreed that certain conditions set forth in the multi-state settlement had been met. As a result, PM USA’s and the other PMs’ settlement with Pennsylvania was extended to include NPM Adjustments for 2018-2024. In the third quarter of 2020, PM USA and the other PMs also agreed with the other 35 states to extend the settlement with those
37
Table of Contents
states to include NPM Adjustments for 2018-2022. As a result of these two developments, PM USA will receive approximately $361 million in credits to offset PM USA’s MSA payments over the following nine years.

through 2029.
In the NPM Adjustment settlement with New York, which was entered into in 2015, PM USA has received approximately $317$373 million for 2004-2018. PM USA and the other participating manufacturers are involved in a proceeding pursuant to the New York settlement in which an independent investigator will determine the amounts due to the participating manufacturers from New York for 2019 and 2020.2004-2019. PM USA expects to receive suchcash amounts annually, pursuant to the NPM Adjustment settlement with New York.
As discussed below, in April 2021November 2020, PM USA and April 2022, respectively.other PMs reached a resolution with Montana with respect to NPM adjustments for 2005-2019.
Both theThe New York settlement, the Montana settlement and the multi-state settlement also contain provisions resolving certain disputes regarding the application of the NPM Adjustment going forward.

2003 and Subsequent NPM Adjustments - Continuing Disputes with States that have not Settled.

▪2003 NPM Adjustment.In September 2013, an arbitration panel issued rulings regarding the 15 states and territories that remained in the arbitration, ruling that 6 of them did not establish valid defenses to the NPM Adjustment for 2003. In June 2014, 2 of these 6 states joined the multi-state settlement discussed above. With respect to the remaining 4 states, following the outcome of challenges in state courts, PM USA ultimately recorded $74 million primarily as a reduction to cost of sales, with the final adjustment being recorded in the third quarter of 2017. Subsequently, another one of the 6 states joined the multi-state settlement. NaN potential disputes remain outstanding regarding the amount of interest due to PM USA and there is no assurance that PM USA will prevail in either of these disputes.

▪2004 and Subsequent NPM Adjustments.PM USA has continued to pursue the NPM Adjustments for 2004 and subsequent years in multi-state arbitrations against the states that did not join either of the settlements discussed above.
In September 2019, a New Mexico state appellate court affirmed a trial court’s order compelling New Mexico to arbitrate the 2004 NPM Adjustment claims in the multi-state arbitration with the other states. In November 2019, the New Mexico Supreme Court declined to review that decision. The arbitration hearing for New Mexico has not yet been scheduled. scheduled for October 2021.
The Montana state courts ruled that Montana may litigate its claims in state court, rather than participate in a multi-state arbitration and the PMs have agreed not to contest the applicability of the 2004 NPM Adjustment to Montana. In April 2020, the State of Montana filed a motion in Montana state court against the PMs, including PM USA, claiming that Montana’s share of the NPM Adjustment amounts should behave been paid to the state in advance of the resolution of disputes over the applicability of those adjustments. Montana’s share of the amounts PM USA has been placing the disputed NPM Adjustment amountsplaced in the disputed payments account established pursuant to the terms of the MSA. Montana seeksMSA on account of the NPM Adjustment disputes was approximately $13.8 million. The matter was resolved by agreement in November 2020 resulting in a totalsettlement payment from PM USA of approximately $43$4 million, which was recorded to cost of sales in the fourth quarter of 2020, and the release to Montana of its share of PM USA’s money in the disputed payments from all defendants combined, as well as treble and punitive damages.

account for the NPM Adjustment disputes. As part of the agreement, the PMs agreed not to contest the application of the NPM Adjustment to Montana for 2005-2030.
Other than Montana and New Mexico, all of the non-settling states participated in a 2004 multi-state arbitration. That arbitration initially concluded in July 2019, although Missouri was granted a hearing in June 2020. As of October 27, 2020,April 29, 2021, no decisions have resulted from the arbitration.
30

Table of Contents
The PMs have reached an agreement with the states that have not settled (with the exception of Missouri and Montana)Missouri) that the next round of NPM arbitrations will encompass three years, 2005-2007, and the parties have selected an arbitration panel for the 2005-2007 arbitration. Missouri is participating in the arbitration, but has agreed to arbitrate only one year, 2005, before the panel. The hearings in this arbitration have not yet been scheduled. No assurance can be given as to when proceedings for 2008 and subsequent years will be scheduled or the precise form those proceedings will take.

The IA has calculated that PM USA’s share of the maximum potential NPM Adjustments for 2004-20192004-2020 is (exclusive of interest or earnings): $388 million for 2004; $181 million for 2005; $154 million for 2006; $185 million for 2007; $250 million for 2008; $211 million for 2009; $218 million for 2010; $166 million for 2011; $214 million for 2012; $224 million for 2013; $258 million for 2014; $313 million for 2015; $305$292 million for 2016; $297$302 million for 2017; $340$325 million for 2018 and $4412018; $444 million for 2019.2019 and $572 million for 2020. These maximum amounts will be reduced, likely substantially, to reflect the NPM Adjustment settlements with the signatory states and New York,discussed above, and potentially for current and future calculation disputes and other developments. Finally, PM USA’s recovery of these amounts, even as reduced, is dependent upon subsequent determinations regarding state-specific defenses and disputes with other PMs.

38
Table of Contents
Other Disputes Under the State Settlement AgreementsAgreements:

The payment obligations of the tobacco product manufacturers that are parties to the State Settlement Agreements, as well as the allocations of any NPM Adjustments and related settlements, have been and may continue to be affected by R.J. Reynolds’s acquisition of Lorillard in 2015 and its related sale of certain cigarette brands to ITG (the “ITG transferred brands”). In particular, both R.J. Reynolds and ITG have asserted that they do not have to make payments on the ITG transferred brands under the Florida, Minnesota and Texas State Settlement Agreements or include the ITG transferred brands for purposes of certain calculations under the State Settlement Agreements. PM USA believes that R.J. Reynolds’s and ITG’s position violatespositions violate the State Settlement Agreements and applicable law. PM USA further believes that these actions: (i) improperly increased PM USA’s payments for 2015-2019;2015-2020; (ii) may improperly increase PM USA’s payments for subsequent years; (iii) improperly decreased PM USA’s share of the 2015-20192015-2020 NPM Adjustments and of the settlements of related disputes; and (iv) may improperly decrease PM USA’s share of NPM Adjustments and related settlements for subsequent years.

In January 2017, PM USA and the State of Florida each filed a motion in Florida state court against R.J. Reynolds and ITG seeking to enforce the Florida State Settlement Agreement. In August 2018, the Florida trial court entered final judgment ruling that R.J. Reynolds (and not ITG) must make settlement payments under the Florida State Settlement Agreement on the ITG transferred brands, and ordering R.J. Reynolds to pay PM USA approximately $9.8 million (inclusive of interest) for the 2015-2017 period. Both R.J. Reynolds and PM USA filed notices of appeal and, in July 2020, the Florida Fourth District Court of Appeal affirmed the trial court’s decision. In September 2020, the Florida Fourth District Court of Appeal denied R.J. Reynolds’s motions for rehearing. In October 2020, R.J. Reynolds petitioned the Florida Supreme Court to review the appellate court decision.

decision; the petition was denied in December 2020.
In March 2018, PM USA and the State of Minnesota filed pleadings in Minnesota state court asserting claims against R.J. Reynolds and ITG, similar to those made in Florida, and seeking to enforce the Minnesota State Settlement Agreement. In September 2019, the Minnesota court granted the State of Minnesota’s and PM USA’s motions to enforce the agreement against R.J. Reynolds. The Minnesota court concluded, however, that it could not yet resolve the question of ITG’s liability under the Minnesota State Settlement Agreement. An evidentiary hearing on the question of ITG’s potential liability was held in the third quarter of 2020.

 In March 2021, the parties resolved these disputes and agreed, among other requirements, that ITG would (i) be considered a party to the Minnesota State Settlement Agreement for the ITG transferred brands and (ii) assume the payment obligations under the Minnesota State Settlement Agreement for the ITG transferred brands beginning with the payment for the 2020 calendar year. The parties also resolved issues relating to payments due with respect to the ITG transferred brands and issues relating to the allocation of the profit adjustment with respect to the ITG transferred brands under the Minnesota State Settlement Agreement. At the parties’ request, the Minnesota court so ordered the parties’ resolution and dismissed the pending motions to enforce under the Minnesota State Settlement Agreement.
In December 2018, PM USA filed a motion in Mississippi state court seeking to enforce the Mississippi State Settlement Agreement against R.J. Reynolds and ITG with respect to the accuracy of certain submissions made by R.J. Reynolds and ITG concerning the calculation of payments relating to the ITG transferred brands. A hearing in the case is currently scheduled for MayAugust 2021. In December 2019, in a separate matter, the State of Mississippi filed a motion in Mississippi state court seeking to enforce the Mississippi State Settlement Agreement against PM USA, R.J. Reynolds and ITG concerning the tax rates used in the annual calculation of the April 2019 payments.

net operating profit adjustment payments starting in 2018. A hearing is scheduled for October 2021.
In January 2019, PM USA and the State of Texas each filed a motion in federal court in the Eastern District of Texas asserting claims against R.J. Reynolds and ITG, similar to those made in Florida and Minnesota, seeking to enforce the Texas State Settlement Agreement. OnIn February 25, 2020, the Texas court granted the State of Texas’Texas’s and PM USA’s motions to enforce the settlement agreement against R.J. Reynolds. The Texas court, however, deferred the ultimate resolution of the motions to enforce against ITG, because it concluded that question was dependent upon the outcome of separate litigation pending between
31
Table of Contents
ITG and R.J. Reynolds in the Delaware Court of Chancery. In August 2020, R.J. Reynolds appealed the Eastern District of Texas’s ruling to the U.S. Court of Appeals for the Fifth Circuit. ITG and the State of Texas also have filed notices of appeal, each of which is limited to the issue of how payments of statutory fees are treated under the Eastern District of Texas’s ruling. The appeals remain pending.
In January 2021, PM USA and other PMs reached an agreement with several MSA states to waive the PMs’ claim under the most favored nation provision of the MSA in connection with a settlement between those MSA states and a non-participating manufacturer, S&M Brands, Inc. (“S&M Brands”), under which the states released certain claims against S&M Brands in exchange for receiving a portion of the funds S&M Brands had deposited into escrow accounts in those states pursuant to the states’ escrow statutes. In consideration for waiving its most favored nation claim, PM USA received approximately $32 million from the escrow funds paid to those MSA states under their settlement with S&M Brands. Such funds were received in January 2021 and were recorded in the financials for the first quarter of 2021 as a reduction to cost of sales.

Federal Government’s Lawsuit
Lawsuit:
In 1999, the United States government filed a lawsuit in the U.S. District Court for the District of Columbia against various cigarette manufacturers, including PM USA, and others, including Altria, asserting claims under three federal statutes. The case ultimately proceeded only under the civil provisions of RICO. In August 2006, the district court held that certain defendants, including Altria and PM USA, violated RICO and engaged in seven of the eight “sub-schemes” to defraud that the government had alleged. Specifically, the court found that:

▪defendants falsely denied, distorted and minimized the significant adverse health consequences of smoking;
▪defendants hid from the public that cigarette smoking and nicotine are addictive;
▪defendants falsely denied that they control the level of nicotine delivered to create and sustain addiction;
▪defendants falsely marketed and promoted “low tar/light” cigarettes as less harmful than full-flavor cigarettes;
39
Table of Contents
▪defendants falsely denied that they intentionally marketed to youth;
▪defendants publicly and falsely denied that ETS is hazardous to non-smokers; and
▪defendants suppressed scientific research.

The court did not impose monetary penalties on defendants, but ordered the following relief: (i) an injunction against “committing any act of racketeering” relating to the manufacturing, marketing, promotion, health consequences or sale of cigarettes in the United States; (ii) an injunction against participating directly or indirectly in the management or control of the Council for Tobacco Research, the Tobacco Institute, or the Center for Indoor Air Research, or any successor or affiliated entities of each; (iii) an injunction against “making, or causing to be made in any way, any material false, misleading, or deceptive statement or representation or engaging in any public relations or marketing endeavor that is disseminated to the United States public and that misrepresents or suppresses information concerning cigarettes;” (iv) an injunction against conveying any express or implied health message or health descriptors on cigarette packaging or in cigarette advertising or promotional material, including “lights,” “ultra lights” and “low tar,” which the court found could cause consumers to believe one cigarette brand is less hazardous than another brand; (v) the issuance of “corrective statements” in various media regarding the adverse health effects of smoking, the addictiveness of smoking and nicotine, the lack of any significant health benefit from smoking “low tar” or “light” cigarettes, defendants’ manipulation of cigarette design to ensure optimum nicotine delivery and the adverse health effects of exposure to ETS; (vi) the disclosure on defendants’ public document websites and in the Minnesota document repository of all documents produced to the government in the lawsuit or produced in any future court or administrative action concerning smoking and health until 2021, with certain additional requirements as to documents withheld from production under a claim of privilege or confidentiality; (vii) the disclosure of disaggregated marketing data to the government in the same form and on the same schedule as defendants now follow in disclosing such data to the FTC for a period of 10 years; (viii) certain restrictions on the sale or transfer by defendants of any cigarette brands, brand names, formulas or cigarette businesses within the U.S.; and (ix) payment of the government’s costs in bringing the action.

Following several years of appeals relating to the content of the corrective statements remedy described above, in October 2017, the district court approved the parties’ proposed consent order implementing corrective statements in newspapers and on television. The corrective statements began appearing in newspapers and on television in the fourth quarter of 2017. In April 2018, the parties reached agreement on the implementation details of the corrective statements on websites and onserts. The corrective statements began appearing on websites in the second quarter of 2018 and the onserts began appearing in the fourth quarter of 2018.

In 2014 and 2019, Altria and PM USA recorded provisions totaling approximately $36 million for the estimated costs of implementing the corrective communications remedy.

The requirements related to corrective statements at point-of-sale remain outstanding. In May 2014, the district court ordered further briefing on the issue, which was completed in June 2014. In May 2018, the parties submitted a joint status report and additional briefing on point-of-sale signage to the district court. In May 2019, the district court ordered a hearing on the point-of-sale signage issue. The hearing is currently scheduled for July 2021.
32

Table of Contents
In JulyJune 2020, the United States government filed a motion with the district court asking for clarification as to whether the court-ordered injunction that applies to cigarettes also applies to HeatSticks, a heated tobacco product used with the IQOS electronic device. In August 2020, Altria and PM USA filed an opposition to the government’s motion and, in the alternative, a motion to modify the injunction to make clear it does not apply to HeatSticks. Regardless of the district court’s decisions on the pending motions, the government has indicated it will not oppose a modification to the injunction that permits PM USA to use the Modified Risk Tobacco Product claim authorized by the FDAUnited States Food and Drug Administration for HeatSticks.

E-vapor Product Litigation

As of October 27, 2020,April 26, 2021, Altria and/or its subsidiaries, including PM USA, were named as defendants in 2547 class action lawsuits relating to JUUL e-vapor products. JUUL is an additional named defendant in each of these lawsuits. The theories of recovery include violation of RICO, fraud, failure to warn, design defect, negligence and unfair trade practices. Plaintiffs also sought to add antitrust claims due to the recent actionadministrative complaint filed by the FTC. Although the MDL court denied this request in the class action lawsuits, the individual antitrust claims remain pending before the same court. See Antitrust Litigation below for further discussion. Plaintiffs seek various remedies, including compensatory and punitive damages and an injunction prohibiting product sales. The 47 class action lawsuits include 21 cases involving plaintiffs whose claims were previously included in other class action complaints but were refiled as separate stand-alone class actions for procedural and other reasons

.
Altria and/or its subsidiaries, including PM USA, also have been named as defendants in other lawsuits involving JUUL e-vapor products, including 1,0641,980 individual lawsuits, 25123 “third party” lawsuits, filed bywhich include school districts, and 31 lawsuits filed by state orand local governments, including the statestates of Hawaii.Alaska, Hawaii and Minnesota, and tribal and healthcare organization lawsuits. JUUL is an additional named defendant in each of these lawsuits.
40
Table of Contents

The majority of the individual and class action lawsuits mentioned above were filed in federal court. In October 2019, the United States Judicial Panel on Multidistrict Litigation ordered the coordination or consolidation of these lawsuits in the U.S. District Court for the Northern District of California for pretrial purposes.

Altria and its subsidiaries filed motions to dismiss certain claims in the class action and school district cases, including the federal RICO claim.In October 2020, the U.S. District Court for the Northern District of California granted the motion to dismiss the RICO class action claim.claim without prejudice. Although it otherwise denied the motion, the court found that plaintiffs had not sufficiently alleged standing or causation with respect to their claim under California law.The court also granted the motion to dismiss the RICO claim in the cases filed by various school districts, but denied the motion in all other respects.The court gave plaintiffs the opportunity to amend their complaints to attempt to cure the deficiencies the court identified.

identified and plaintiffs filed their amended complaints in November 2020. In January 2021, Altria and its subsidiaries filed a renewed motion to dismiss the RICO claim, which the court denied in April 2021.
An additional group of cases is pending in California state courts. In January 2020, the Judicial Council of California determined that this group of cases was appropriate for coordination and assigned the group to the Superior Court of California, Los Angeles County, for pretrial purposes.

NaN case in which Altria or any of its subsidiaries is named has been set for trial.

JUUL also is named in a significant number of additional individual and class action lawsuits to which neither Altria nor any of its subsidiaries is currently named.

Certain Other Tobacco-Related Litigation

IQOS Litigation

In April 2020, RAI Strategic Holdings, Inc. and R.J. Reynolds Vapor Co., which are affiliates of R.J. Reynolds, filed a lawsuit against Altria, PM USA, Altria Client Services LLC, PMI and its affiliate, Philip Morris Products S.A., in the United States District Court for the Eastern District of Virginia. The lawsuit asserts claims of patent infringement based on the sale of the IQOS electronic device and HeatSticks in the United States. Plaintiffs seek various remedies, including preliminary and permanent injunctive relief, treble damages and attorneys’ fees. Altria and PMI have been dismissed from the lawsuit. In June 2020, the remaining defendants filed a motion to dismiss certain of plaintiffs’ claims and also filed counterclaims against the plaintiffs for infringement of various patents owned by the remaining defendants.

 The case was stayed in December 2020 due to the COVID-19 pandemic; however, the stay was lifted with respect to defendants’ counterclaims in February 2021.
Also in April 2020, a related action was filed against the same defendants by the same plaintiffs, as well as R.J. Reynolds, with the United States International Trade Commission (“ITC”). There, the plaintiffs also allege patent infringement, but the remedies sought include a prohibition on the importation of the IQOS electronic device, HeatSticks and component parts into the United States. No damages are recoverable in the proceedings before the ITC. A hearing before an administrative law judge was held in January 2021. The administrative law judge has set an initial determination date in May 2021.

“Lights/Ultra Lights” Cases and Other Smoking and Health Class ActionsAn additional patent infringement case regarding the IQOS

Plaintiffs have sought certification electronic device was filed in November 2020 in the United States District Court for the Northern District of their cases as class actions, alleging among other things, that the uses of the terms “Lights” and/or “Ultra Lights” constitute deceptive and unfair trade practices, common law or statutory fraud, unjust enrichment or breach of warranty, and have sought injunctive and equitable relief, including restitution and, in certain cases, punitive damages. These class actions have been broughtGeorgia against PM USA and in certain instances, Altria or its other subsidiaries, on behalf of individuals who purchasedPhilip Morris Products S.A. seeking damages and consumed various brands of cigarettes. Defenses raised in these cases include lack of misrepresentation, lack of causation, injury and damages,equitable relief. In February 2021, defendants filed a motion to dismiss the statute of limitations, non-liability under state statutory provisions exempting conduct that complies with federal regulatory directives, and the First Amendment. NaN state courts in 23 “Lights” cases have refused to certify class actions, dismissed class action allegations, reversed prior class certification decisions or have entered judgment in favor of PM USA. As of October 27, 2020, 2 “Lights/Ultra Lights” class actions are pending in U.S. state court. Neither case is active.

As of October 27, 2020, 2 smoking and health cases alleging personal injury or seeking court-supervised programs or ongoing medical monitoring and purporting to be brought on behalf of a class of individual plaintiffs, are pending in their respective U.S. state courts. Neither case is active.

lawsuit.
4133
Table of Contents
UST Litigation

UST and/or its tobacco subsidiaries have been named in a number of individual tobacco and health lawsuits over time. Plaintiffs’ allegations of liability in these cases have been based on various theories of recovery, such as negligence, strict liability, fraud, misrepresentation, design defect, failure to warn, breach of implied warranty, addiction and breach of consumer protection statutes. Plaintiffs have typically sought various forms of relief, including compensatory and punitive damages, and certain equitable relief, including but not limited to disgorgement. Defenses raised in these cases include lack of causation, assumption of the risk, comparative fault and/or contributory negligence, and statutes of limitations. As of October 27, 2020, there is 1 case pending against USSTC.

Antitrust Litigation

In April 2020, the FTC issued an administrative complaint against Altria and JUUL alleging that Altria’s 35% investment in JUUL and the associated agreements constitute an unreasonable restraint of trade in violation of Section 1 of the Sherman Antitrust Act of 1890 (“Sherman Act”) and Section 5 of the Federal Trade Commission Act of 1914 (“FTC Act”), and substantially lessened competition in violation of Section 7 of the Clayton Antitrust Act (“Clayton Act”). If the FTC’s challenge is successful, the FTC may order a broad range of remedies, including divestiture of Altria’s minority investment in JUUL, rescission of the transaction and all associated agreements, and prohibition against any officer or director of either Altria or JUUL serving on the other party’s board of directors or attending meetings of the other party’s board of directors. The administrative trial will take place before an FTC administrative law judge and is currently scheduled to begin Aprilin June 2021. The administrative law judge’s decision is then submitted to the FTC, which decision is subject to review by the FTC on its own motion or at the request of any party. The FTC then issues its ruling, which is subject to appellate review.

Also as of October 27, 2020,April 26, 2021, 16 putative class action lawsuits have been filed against Altria and JUUL in the United States District Court for the Northern District of California. The lawsuits initially named, in addition to the two companies, certain senior executives and certain members of the board of directors of both companies as defendants; however, those individuals currently or formerly affiliated with Altria were later dismissed. In November 2020 these lawsuits were consolidated into 3 complaints (one on behalf of direct purchasers, one on behalf of indirect purchasers and one on behalf of indirect resellers). The consolidated lawsuits, as amended, cite the FTC administrative complaint and allege that Altria and JUUL violated Sections 1, 2 and/or 3 of the Sherman Act and Section 7 of the Clayton Act and various state antitrust, consumer protection and unjust enrichment laws by restraining trade and/or substantially lessening competition in the U.S. closed-system electronic cigarette market. Plaintiffs seek various remedies, including treble damages, attorneys’ fees, a declaration that the agreements between Altria and JUUL are invalid, divestiture of Altria’s minority investment in JUUL and rescission of the transaction. Altria filed a motion to dismiss these lawsuits in January 2021.

Neither the FTC nor the private plaintiffs has soughtIn November 2020, Altria exercised its rights to preliminarily enjoin Altria from converting Altria’sconvert its non-voting JUUL shares to voting shares or appointingshares. However, pending the outcome of the FTC administrative complaint, Altria currently does not intend to exercise its additional governance rights obtained upon the conversion, including the right to elect directors to the JUULJUUL’s board of directors. As of October 27, 2020, Altria has not exercised these rights, but has until November 30, 2020or to convertvote its JUUL shares under the regulations of the HSR Act, after which Altria would have to re-file for antitrust review with the FTC to again seek the ability to convert.other than as a passive investor. For further discussion of Altria’s rights in the event of share conversion, see Note. 4.Note 3. Investments in Equity Securities - Investment in JUUL.

Shareholder Class Action and Shareholder Derivative Lawsuits

In October and December 2019, 2 purported Altria shareholders filed putative class action lawsuits against Altria, Howard A. Willard III, Altria’s former Chairman and Chief Executive Officer, and William F. Gifford, Jr., Altria’s former Vice Chairman and Chief Financial Officer and current Chief Executive Officer, in the United States District Court for the Eastern District of New York. In December 2019, the court consolidated the 2 lawsuits into a single proceeding. The consolidated lawsuit was subsequently transferred to the United States District Court for the Eastern District of Virginia. The lawsuit asserts claims under Sections 10(b) and 20(a) and under Rule 10b-5 of the Exchange Act. In April 2020, JUUL, its founders and some of its current and former executives were added to the lawsuit. The claims allege false and misleading statements and omissions relating to Altria’s investment in JUUL. Plaintiffs seek various remedies, including damages and attorneys’ fees. In July 2020, the defendants filed motions to dismiss plaintiffs’ claims.

claims, which the district court denied in March 2021.
In August 2020, 2 purported Altria shareholders filed separate derivative lawsuits in the United States District Court for the Northern District of California on behalf of themselves and Altria, against Mr. Willard, Mr. Gifford, JUUL and certain of its executives and officers. These derivative lawsuits relate to Altria’s investment in JUUL, and assert claims of breach of fiduciary duty by the Altria defendants and aiding and abetting in that alleged breach of fiduciary duty by the remaining defendants. In March 2021, the United States District Court for the Northern District of California granted defendants’ motion to transfer both lawsuits to the United States District Court for the Eastern District of Virginia. A third derivative lawsuit was filed in September 2020 in the Circuit Court for Henrico County, Virginia against Mr. Willard, Mr. Gifford, Kevin C. Crosthwaite Altria’s(Altria’s former Chief Growth Officer and current JUUL Chief Executive Officer,Officer) and certain members of Altria’s Board of Directors. This suit asserts a claim for breach of fiduciary duty. Plaintiffs seek various remedies, including damages, disgorgement of profits, reformation of Altria’s corporate governance and internal procedures, and attorneys’ fees. The plaintiffs have agreed to stay the Virginiafourth, fifth and sixth derivative case pending the outcome of defendants’ motions to dismiss the shareholder class action. A fourth derivative lawsuit waslawsuits were filed in October 2020, January 2021 and March 2021, respectively, in the
42
Table of Contents
United States District Court for the Eastern District of Virginia against the same defendants in the Virginia lawsuit,Mr. Willard, Mr. Gifford, Mr. Crosthwaite, certain members of Altria’s Board of Directors, JUUL, its founders and some of its current and former executives. These suits assert various claims, including breach of fiduciary duty, unjust enrichment, waste of corporate assets and violations of certain federal securities laws. The remedies sought in these lawsuits are similar to those sought by plaintiffs in the Virginia lawsuit. In April 2021, the court consolidated the 5 cases pending in the Eastern District of Virginia into a single action.
34
Table of Contents
Certain Other Tobacco-Related Litigation

“Lights/Ultra Lights” Cases and Other Smoking and Health Class Actions: Plaintiffs have sought certification of their cases as class actions, alleging among other things, that the uses of the terms “Lights” and/or “Ultra Lights” constitute deceptive and unfair trade practices, common law or statutory fraud, unjust enrichment or breach of warranty, and have sought injunctive and equitable relief, including restitution and, in certain cases, punitive damages. These class actions have been brought against PM USA and, in certain instances, Altria or its other subsidiaries, on behalf of individuals who purchased and consumed various brands of cigarettes. Defenses raised in these cases include lack of misrepresentation, lack of causation, injury and damages, the statute of limitations, non-liability under state statutory provisions exempting conduct that complies with federal regulatory directives, and the First Amendment. Twenty-one state courts in 23 “Lights” cases have refused to certify class actions, dismissed class action allegations, reversed prior class certification decisions or have entered judgment in favor of PM USA. As of April 26, 2021, 2 “Lights/Ultra Lights” class actions are pending in U.S. state court. Neither case is active.
As of April 26, 2021, 1 smoking and health case alleging personal injury or seeking court-supervised programs or ongoing medical monitoring and purporting to be brought on behalf of a class of individual plaintiffs, is pending in a U.S. state court. The case is currently inactive.
UST Litigation:UST and/or its tobacco subsidiaries have been named in a number of individual tobacco and health lawsuits over time. Plaintiffs’ allegations of liability in these cases have been based on various theories of recovery, such as negligence, strict liability, fraud, misrepresentation, design defect, failure to warn, breach of implied warranty, addiction and breach of consumer protection statutes. Plaintiffs have typically sought various forms of relief, including compensatory and punitive damages, and certain equitable relief, including but not limited to disgorgement. Defenses raised in these cases include lack of causation, assumption of the risk, comparative fault and/or contributory negligence, and statutes of limitations. As of April 26, 2021, there is 1 case pending against USSTC.
Environmental Regulation

Altria and its subsidiaries (and former subsidiaries) are subject to various federal, state and local laws and regulations concerning the discharge of materials into the environment, or otherwise related to environmental protection, including, in the U.S.: the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act and the Comprehensive Environmental Response, Compensation and Liability Act (commonly known as “Superfund”), which can impose joint and several liability on each responsible party. Subsidiaries (and former subsidiaries) of Altria are involved in several matters subjecting them to potential costs of remediation and natural resource damages under Superfund or other laws and regulations. Altria’s subsidiaries expect to continue to make capital and other expenditures in connection with environmental laws and regulations.

Altria provides for expenses associated with environmental remediation obligations on an undiscounted basis when such amounts are probable and can be reasonably estimated. Such accruals are adjusted as new information develops or circumstances change. Other than those amounts, it is not possible to reasonably estimate the cost of any environmental remediation and compliance efforts that subsidiaries of Altria may undertake in the future. In the opinion of management, however, compliance with environmental laws and regulations, including the payment of any remediation costs or damages and the making of related expenditures, has not had, and is not expected to have, a material adverse effect on Altria’s consolidated results of operations, capital expenditures, financial position or cash flows.

Guarantees and Other Similar Matters

In the ordinary course of business, certain subsidiaries of Altria have agreed to indemnify a limited number of third parties in the event of future litigation. At September 30, 2020,March 31, 2021, Altria and certain of its subsidiaries (i) had $49 million of unused letters of credit obtained in the ordinary course of business; (ii) were contingently liable for guarantees related to their own performance, including $25 million for surety bonds; and (iii) had a redeemable noncontrolling interest of $39$40 million recorded on its condensed consolidated balance sheet. In addition, from time to time, subsidiaries of Altria issue lines of credit to affiliated entities. These items have not had, and are not expected to have, a significant impact on Altria’s liquidity.

Under the terms of a distribution agreement between Altria and PMI (the “Distribution Agreement”), entered into as a result of Altria’s 2008 spin-off of its former subsidiary PMI, liabilities concerning tobacco products will be allocated based in substantial part on the manufacturer. PMI will indemnify Altria and PM USA for liabilities related to tobacco products manufactured by PMI or contract manufactured for PMI by PM USA, and PM USA will indemnify PMI for liabilities related to tobacco products manufactured by PM USA, excluding tobacco products contract manufactured for PMI. Altria does not have a related liability recorded on its condensed consolidated balance sheet at September 30, 2020March 31, 2021 as the fair value of this indemnification is insignificant. PMI has agreed not to seek indemnification with respect to the IQOS patent litigation discussed above under Certain Other Tobacco-Related Litigation - IQOS Litigation,.excluding the patent infringement case filed with the United States District Court for the Northern District of Georgia.
35

Table of Contents
PM USA has issued guarantees relating to Altria’s obligations under its outstanding debt securities, borrowings under its $3.0 billion Credit Agreement and amounts outstanding under its commercial paper program.


43
Table of Contents
Note 13.11. New Accounting Guidance Not Yet Adopted:

Adopted
The following table provides a description of issued accounting guidance applicable to, but not yet adopted by, Altria:
StandardsDescriptionEffective Date for Public EntityEffect on Financial Statements
ASU 2019-12 Simplifying the Accounting for Income Taxes (Topic 740)
The guidance removes certain exceptions for investments, intraperiod allocations and interim calculations, and adds guidance to reduce complexity in accounting for income taxes.The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early application is permitted, including adoption in any interim period.Altria's adoption of this guidance is not expected to have a material impact on its consolidated financial statements.
ASU 2020-01 Clarifying the Interactions between Topic 321, Topic 323, and Topic 815
The guidance provides clarification of the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities.The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early application is permitted, including adoption in any interim period.Altria's adoption of this guidance is not expected to have a material impact on its consolidated financial statements.
ASU 2020-06 Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity
The guidance simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity.  Key provisions of the guidance include reducing the number of accounting models, simplifying the earnings per share calculations and expanding the disclosures related to convertible instruments.
The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.Altria is in the process of evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

44
Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Operations
Description of the Company

When used in this Quarterly Report on Form 10-Q (“Form 10-Q”), the terms “Altria,“Altria,” “we,” “us”“we” and “our” refersrefer to Altria Group, Inc. and its subsidiaries, unless otherwise specified or unless otherwise required.

the context requires otherwise.
For a description of Altria, see Background in Note 1. Background and Basis of Presentation to the condensed consolidated financial statements in Part I, Item 1. Financial Statements of this Form 10-Q (“Item 1”).

In the first quarterFor a detailed description of 2020, Altria renamed its smokeless products segment as the oral tobacco products segment. Altria’s reportable segments, are smokeable products, oral tobacco products and wine. The financial services and the innovative tobacco products businesses are included in an all other category duesee Note 8. Segment Reporting to the continued reduction of the lease portfolio of Philip Morris Capital Corporation and the relativecondensed consolidated financial contribution of Altria’s innovative tobacco products businesses to Altria’s consolidated results.statements in Item 1 (“Note 8”).
Executive Summary

In this Management’s Discussion and Analysis of Financial Condition and Results of Operations section, Altria refers to the following “adjusted” financial measures: adjusted operating companies income (loss) (“OCI”); adjusted OCI margins; adjusted net earnings attributable to Altria; adjusted diluted earnings per share (“EPS”) attributable to Altria; and adjusted effective tax rates. These adjusted financial measures are not required by, or calculated in accordance with, United States generally accepted accounting principles (“GAAP”) and may not be calculated the same as similarly titled measures used by other companies. These 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. Except as noted in the 20202021 Forecasted Results section below, when Altria provides a non-GAAP measure in this Form 10-Q, it also provides a reconciliation of that non-GAAP financial measure to the most directly comparable GAAP financial measure. OCI for the segments is defined as operating income before general corporate expenses and amortization of intangibles. For a further description of these non-GAAP financial measures, see the Non-GAAP Financial Measures section below.

COVID-19

 Pandemic
The COVID-19 pandemic has led to adverse impacts on the U.S. and global economies and continues to create economic uncertainty.uncertainty even as COVID-19 vaccines have been and continue to be administered in 2021. Although much uncertainty still surrounds the pandemic, including its duration and ultimate overall impact on U.S and global economies, ourAltria and its subsidiaries’ operations and those of Altria’sits investees, Altria continues to monitor the macroeconomic risks of the COVID-19 pandemic and continues to carefully evaluate potential outcomes and work to mitigate risks. Specifically, Altria remains focused on any potential impact to its liquidity, operations, supply and distribution chains and on economic conditions.

In terms of Altria’s liquidity, despite some volatility in the commercial paper marketmarkets in March 2020, Altria believes it is inhas not experienced a solid financial position and continuesmaterial impact to maintain a higher cash balance than normal to preserve its financial flexibility. As a precautionary measure, in March 2020, Altria borrowed the full $3.0 billion available under its senior unsecured 5-year revolving credit agreement (as amended, the “Credit Agreement”), which Altria subsequently repaid in full in June 2020. In May 2020, Altria issued $2.0 billion of long-term debt in the form of senior unsecured notes. In April 2020, Altria’s Board of Directors (the “Board of Directors”) rescinded the $500 million remaining in the previously authorized $1.0 billion share repurchase program. Altria did not repurchase any shares in the nine months ended September 30, 2020.liquidity.

As with so many other companies throughout the U.S. and globally, Altria’s operations have been affected by COVID-19. Altria has implemented remote working for many employees and aligned with the social distancing protocols recommended by public health authorities.COVID-19 pandemic. To date, Altria believes its tobacco businesses have not experienced any material adverse effects associated with governmental actions to restrict consumer movement or business operations, but continues to monitor these factors. Altria has implemented remote working for many employees and aligned with the social distancing protocols recommended by public health authorities for employees working at Altria facilities. Altria continues to believe that remote working due to the
36
Table of Contents
COVID-19 pandemic has had minimal impact on productivity. Also, Altria’s critical information technology systems have remained operational. Although Altria’s tobacco businesses previously suspended operations temporarily at several of their manufacturing facilities in March 2020, the businesses resumed operations at those facilities under enhanced safety protocols in April 2020 and all manufacturing facilities are currently operational under enhanced safety protocols. In addition, Helix Innovations LLC (“Helix”) continues to build domestic manufacturing capacity for on! in the Richmond Manufacturing Center and expand distribution. Altria continues to monitor the risks associated with facility disruptions and workforce availability as a result of uncertainty related to the COVID-19 uncertainty.

45
Table of Contents
pandemic.
Altria’s suppliers and those within its distribution chain are also subject to government actions that may require the closure of apotential facility closures and remote working protocols. To date, Altria has not experienced any material disruptions to its supply chains or distribution systems, but is continuing to monitor these factors. The majority of retail stores in which Altria’s tobacco products are sold, including convenience stores, have been deemed to be essential businesses by authorities and have remained open. Altria continues to monitor the risk that one or more suppliers, distributors or any other entities within ourits supply and distribution chain closes temporarily or permanently.

In June 2020, Philip Morris USA Inc. (“PM USA”) re-opened its Atlanta and Richmond IQOS stores, and in July 2020, PM USA launched IQOS in Charlotte, with all stores operating under enhanced safety protocols.

In the first nine months of 2020, Altria incurred net pre-tax charges of $50 million, which were directly related to disruptions caused by or efforts to mitigate the impact of the COVID-19 pandemic. These costs, which were recorded in the second quarter and excluded from Altria’s adjusted results, included premium pay, personal protective equipment and health screenings, partially offset by certain employment tax credits. These net pre-tax charges do not include the inventory-related implementation costs associated with the wine business strategic reset.

Although Altria’s tobacco businesses have not been materially impacted to date by the COVID-19 pandemic, there is continued uncertainty as to how the COVID-19 pandemic may impact adult tobacco consumers in the future. Altria continues to monitor the macro-economicmacroeconomic risks of the COVID-19 pandemic (including the availability of vaccines) and their effect on adult tobacco consumers, including unemployment rates,stay-at-home practices and disposable income (which may be impacted by potential future changes in government stimulusunemployment rates and federal unemployment benefit payments) and mobility.fiscal stimulus). Altria also continues to monitor adult tobacco consumers’ purchasing behaviors, including overall tobacco product expenditures, mix between premium and discount brand purchases and interest in noncombustibleadoption of non-combustible products.

While Altria’s tobacco businesses have not been materially impacted to date by COVID-19, Altria has experienced adverse impacts to its alcohol assets.assets due to the COVID-19 pandemic. In the wine business, in 2020 Ste. Michelle Wine Estates Ltd.’s (“Ste. Michelle”) direct-to-consumer sales and on-premise wine sales in restaurants, bars and hospitality venues and on cruise lines have been, and continue to be,were negatively impacted by disruptions arising from the COVID-19 pandemic, which also may have an impact on adult wine consumers going forward. InThese impacts in 2020 contributed to Ste. Michelle recording pre-tax inventory-related charges of $392 million in the first quarter of 2020 Ste. Michelle recorded pre-tax charges of $392 million consisting of (i) the write-off of inventory and (ii) estimated losses on future non-cancelable grape purchase commitments associatedin connection with product volume demand uncertainty, which were further impacted by government restrictions and the economic uncertainty surrounding the COVID-19 pandemic. Altria and Ste. Michelle also undertook a reviewits strategic reset of the wine business resulting in a strategic reset.business. Ste. Michelle continues to monitor the impact of the COVID-19 pandemic associated risks to its business, results of operations, cash flows orand financial position.

Anheuser-Busch InBev SA/NV (“ABI”) has also beencontinues to be impacted by the COVID-19 includingpandemic. In 2020, these impacts included (i) a 50% reduction to its final 2019 dividend paid in the second quarter of 2020 and its recent announcementa decision to forgo its interim 2020 dividend that would have been paid in the fourth quarter of 2020;dividend; (ii) the withdrawal of its earnings guidance for 2020 due to the uncertainty and volatility andrelated to the impact of COVID-19;the COVID-19 pandemic; and (iii) a goodwill impairment charge related to its Africa businessesbusinesses. While ABI stated in its second quarter ofyear end 2020 (which Altria recorded in the third quarter of 2020 due to its one-quarter lag in reporting ABI’s results). ABIearnings report that it expects its performancefinancial results in 2021 to improve meaningfully versus 2020, ABI did not provide earnings guidance for 2021 given the second half of this year to be better than the first, although the environment remains volatile and uncertain, including potential renewed restrictions in several markets. As a result of these actions, Altria has reduced expectations for equity earnings and cash dividends from ABI in 2020. In addition, thecontinued uncertainty. The extreme market disruption and volatility associated with the COVID-19 pandemic resulted in a steep decline in ABI’s stock price in the first half of 2020. Although there was a gradual recovery in ABI’s stock price in the second half of 2020 and again in April 2021, the fair value of Altria’s investment in ABI iscontinues to be below the carrying value. While Altria believes that this decline is temporary, it will continue to monitor its investment in ABI, including the impact of the COVID-19 pandemic on ABI’s business and market valuation. If Altria were to conclude that the decline in fair value is other than temporary, Altria would determine and recognize, in the period identified, the impairment of its investment, which could be material.

Altria considered the impact of the COVID-19 pandemic on the business of JUUL Labs, Inc. (“JUUL”), including its sales, distribution, operations, supply chain and liquidity, in conducting its periodic impairment assessment.assessment and quantitative valuations. JUUL’s operations were negatively impacted in 2020 by the COVID-19 pandemic due to stay-at-home practices and government-mandated restrictions. While the impact of COVID-19 was considered in ourAltria’s quantitative valuation that resultedvaluations conducted in connection with the preparation of its financial statements for the three months ended March 31, 2021 and during 2020, Altria does not believe the COVID-19 pandemic was a primary driver of the non-cash pre-tax impairment charge recorded during 2020 or the changes in fair value recorded in the fourth quarter of $2.6 billion2020 or for the periodthree months ended September 30, 2020, it was not an indicator of impairment for this assessment.March 31, 2021. Altria will continue to monitor its investment in JUUL and the impact of the COVID-19 pandemic on JUUL’s business.

business in Altria’s quarterly quantitative valuations of JUUL.
Altria has considered the impact of the COVID-19 pandemic on the business of Cronos Group Inc. (“Cronos”), including its sales, distribution, operations, supply chain and liquidity. Cronos has been and continues to be impacted by the COVID-19 pandemic, due in part to government action requiring closures or limited occupancy ofactions limiting access to retail stores in the United States. DuringStates and Canada, including the second quarterrecording in 2020 of 2020, Cronos recorded an impairment charge on certain goodwill and intangible assets as a result ofassets. Altria will continue to monitor its investment in Cronos, including the impact of the COVID-19 (which Altria recordedpandemic on Cronos’s business and market valuation.
4637
Table of Contents    
in the third quarter of 2020 due to its one-quarter lag in reporting Cronos’s results). In addition, the fair value of Altria’s equity method investment in Cronos was approximately 20% less than its carrying value of $1.0 billion at September 30, 2020. While Altria believes that this decline in fair value is temporary, it will continue to monitor its equity method investment in Cronos, including the impact of COVID-19 on Cronos’s business and market valuation. If Altria were to conclude that the decline in fair value is other than temporary, Altria would determine and recognize, in the period identified, the impairment of its equity method investment, which could be material.
Consolidated Results of Operations for the NineThree Months Ended September 30, 2020: March 31, 2021
The changes in net earnings (losses) attributable to Altria and diluted earnings (losses) per share (“EPS”)EPS attributable to Altria for the ninethree months ended September 30, 2020,March 31, 2021, from the ninethree months ended September 30, 2019,March 31, 2020, were due primarily to the following:
Net Earnings (Losses)Diluted EPS
(in millions, except per share data)
For the nine months ended September 30, 2019$516 $0.27 
2019 Asset impairment, exit, implementation and acquisition-related costs163 0.08 
2019 Tobacco and health litigation items36 0.02 
2019 Impairment of JUUL equity securities4,500 2.41 
2019 ABI-related special items 1
9 — 
2019 Cronos-related special items816 0.44 
2019 Tax items(56)(0.03)
Subtotal 2019 special items5,468 2.92 
2020 Implementation and acquisition-related costs(314)(0.17)
2020 Tobacco and health litigation items(57)(0.03)
2020 Impairment of JUUL equity securities(2,600)(1.40)
2020 ABI-related special items(544)(0.29)
2020 Cronos-related special items(143)(0.08)
2020 COVID-19 special items(37)(0.02)
2020 Tax items(38)(0.02)
Subtotal 2020 special items(3,733)(2.01)
Fewer shares outstanding— 0.02 
Change in tax rate(75)(0.04)
Operations367 0.20 
For the nine months ended September 30, 2020$2,543 $1.36 
2020 Reported Net Earnings (Losses)$2,543 $1.36 
2019 Reported Net Earnings (Losses)$516 $0.27 
% Change100%+100%+
2020 Adjusted Net Earnings and Adjusted Diluted EPS$6,276 $3.37 
2019 Adjusted Net Earnings and Adjusted Diluted EPS 1
$5,984 $3.19 
% Change4.9 %5.6 %
1 Prior period amounts have been recast to conform with current period presentation for certain ABI mark-to-market adjustments that were not previously identified as special items and that are now excluded from Altria’s adjusted financial measures.For further discussion, see below.
(in millions, except per share data)Net EarningsDiluted EPS
For the three months ended March 31, 2020$1,552 $0.83 
2020 Implementation and acquisition-related costs300 0.16 
2020 Tobacco and health litigation items19 0.01 
2020 ABI-related special items44 0.03 
2020 Cronos-related special items95 0.05 
2020 Tax items24 0.01 
Subtotal 2020 special items482 0.26 
2021 NPM Adjustment Items24 0.01 
2021 Implementation and acquisition-related costs(37)(0.02)
2021 Tobacco and health litigation items(26)(0.01)
2021 JUUL changes in fair value(200)(0.10)
2021 ABI-related special items100 0.05 
2021 Cronos-related special items70 0.04 
2021 Loss on early extinguishment of debt(496)(0.27)
2021 Tax items6 — 
Subtotal 2021 special items(559)(0.30)
Change in tax rate(27)(0.01)
Operations(24)(0.01)
For the three months ended March 31, 2021$1,424 $0.77 
2021 Reported Net Earnings$1,424 $0.77 
2020 Reported Net Earnings$1,552 $0.83 
% Change(8.2)%(7.2)%
2021 Adjusted Net Earnings and Adjusted Diluted EPS$1,983 $1.07 
2020 Adjusted Net Earnings and Adjusted Diluted EPS
$2,034 $1.09 
% Change(2.5)%(1.8)%

For a discussion of eventsspecial items and other business drivers affecting the comparability of statements of earnings amounts and reconciliations of adjusted earnings attributable to Altria and adjusted diluted EPS attributable to Altria, see the Consolidated Operating Results section below.

▪
47
Table of Contents
Fewer Shares Outstanding: Fewer shares outstanding during the nine months ended September 30, 2020 compared with the prior-year period were due primarily to shares repurchased by Altria in the fourth quarter of 2019 under its share repurchase program.

Change in tax rateTax Rate:: The change in the tax rate was driven primarily by lower dividends from ABI.

Operations▪: Operations: The increasedecrease of $367$24 million in operations (which excludes the impact of special items shown in the table aboveabove) was due primarily to higher income from the smokeable products and oral tobacco products segments, partially offset by lower earnings from Altria’s equity investments in ABI and Cronos.

unfavorable timing of interest expense.
For further details, see the Consolidated Operating Results and Operating Results by Business Segment sections below.

Consolidated Results of Operations for the Three Months Ended September 30, 2020: The changes in net earnings (losses) attributable to Altria and diluted EPS attributable to Altria for the three months ended September 30, 2020, from the three months ended September 30, 2019, were due primarily to the following:
Net Earnings (Losses)Diluted EPS
(in millions, except per share data)
For the three months ended September 30, 2019$(2,600)$(1.39)
2019 Asset impairment, exit, implementation and acquisition-related costs5 — 
2019 Tobacco and health litigation items2 — 
2019 Impairment of JUUL equity securities4,500 2.41 
2019 ABI-related special items 1
(18)(0.01)
2019 Cronos-related special items432 0.23 
2019 Tax items(97)(0.05)
Subtotal 2019 special items4,824 2.58 
2020 Implementation and acquisition-related costs(8)— 
2020 Tobacco and health litigation items(25)(0.01)
2020 Impairment of JUUL equity securities(2,600)(1.40)
2020 ABI-related special items(405)(0.22)
2020 Cronos-related special items(142)(0.08)
2020 Tax items13 0.01 
Subtotal 2020 special items(3,167)(1.70)
Change in tax rate(60)(0.03)
Operations51 0.03 
For the three months ended September 30, 2020$(952)$(0.51)
2020 Reported Net Earnings (Losses)$(952)$(0.51)
2019 Reported Net Earnings (Losses)$(2,600)$(1.39)
% Change63.4 %63.3 %
2020 Adjusted Net Earnings and Adjusted Diluted EPS$2,215 $1.19 
2019 Adjusted Net Earnings and Adjusted Diluted EPS 1
$2,224 $1.19 
% Change(0.4)%— %
1 Prior period amounts have been recast to conform with current period presentation for certain ABI mark-to-market adjustments that were not previously identified as special items and that are now excluded from Altria’s adjusted financial measures.For further discussion, see below.

For a discussion of events affecting the comparability of statements of earnings amounts and reconciliations of adjusted earnings attributable to Altria and adjusted diluted EPS attributable to Altria, see the Consolidated Operating Results section below.
48
Table of Contents

Change in tax rate: The change in tax rate was driven primarily by lower dividends from ABI.

Operations: The increase of $51 million in operations shown in the table above was due primarily to higher income from the smokeable products segment, partially offset by lower earnings from Altria’s equity investments in ABI and Cronos.

For further details, see the Consolidated Operating Results and Operating Results by Business Segment sections below.

20202021 Forecasted Results:
Altria narrowedexpects its 20202021 full-year adjusted diluted EPS to be in thea range of $4.30$4.49 to $4.38,$4.62, representing a growth rate in the range of 2%3% to 4%6% over its 20192020 full-year adjusted diluted EPS base of $4.21. This forecasted growth rate excludes the 2020 forecasted income and expense items$4.36, as shown in the secondfirst table below. Altria’s 2020 full-year earnings guidance is based on Altria’s year-to-date performance and insight into an additional quarter of ABI earnings contributions. WhileWhile the 20202021 full-year adjusted diluted EPS guidance accounts for a range of scenarios, the external environment remains dynamic. Altria will continue to monitor conditions forrelated to (i) unemployment rates, (ii) fiscal stimulus, (iii) adult tobacco consumers,consumer dynamics, including unemployment rates,stay-at-home practices, disposable income, (which may be impacted by potential future changes in government stimuluspurchasing patterns and federal unemployment benefit payments), mobilityadoption of non-combustible products, (iv) regulatory and purchasing behaviors. Altria also narrowed itslegislative (including excise tax) developments, (v) the timing and breadth of COVID-19 vaccine administration and (vi) expectations for adjusted earnings contributions from its 2020alcohol assets.
Altria’s 2021 full-year adjusted diluted EPS guidance range includes planned investments in support of its vision to responsibly lead the transition of adult smokers to a non-combustible future, such as (i) marketplace investments to expand the availability and awareness of Altria’s non-combustible products, (ii) costs associated with building an industry-leading consumer
38
Table of Contents
engagement platform that enhances data collection and insights in support of adult tobacco consumer conversion to non-combustible products and (iii) increased non-combustible product research and development expense. Altria expects 2021 adjusted diluted EPS growth to come in the last three quarters of the year. This forecasted growth rate excludes the (income) expense items in the second table below.
Altria continues to expect its 2021 full-year adjusted effective tax rate towill be in a range of 24.5% to 25.5%.
Reconciliation of 20192020 Reported Diluted EPS to 20192020 Adjusted Diluted EPS
2019
20192020 Reported diluted EPS$(0.70)2.40 
Asset impairment, exit, implementation and acquisition-related costs0.150.18 
Tobacco and health litigation items0.03 
Impairment inof JUUL equity securities4.601.40 
JUUL changes in fair value
(0.05)
ABI-related special items1(0.16)0.32 
Cronos-related special items0.340.03 
COVID-19 special items0.02 
Tax items(0.05)0.03 
20192020 Adjusted diluted EPS$4.214.36 
1 This amount has been recast to conform with current period presentation for certain ABI mark-to-market adjustments that were not previously identified as special items and that are now excluded from Altria’s adjusted financial measures.

The following (income) expense items are excluded from Altria’s 20202021 forecasted adjusted diluted EPS growth rate provided above:rate:
(Income) Expense Excluded from 20202021 Forecasted Adjusted Diluted EPS
NPM Adjustment Items2020$(0.01)
Implementation and acquisition-related costs$0.020.17 
Tobacco and health litigation items0.030.01 
ImpairmentJUUL changes in JUUL equity securitiesfair value1.400.10 
ABI-related special items0.29 (0.05)
Cronos-related special items0.08 (0.04)
COVID-19 special itemsLoss on early extinguishment of debt0.020.27 
Tax items
0.02 
$2.010.30 

For a discussion of certain income and expense items excluded from the forecasted results above, see the Consolidated Operating Results section below.

Altria’s full-year adjusted diluted EPS guidance and full-year forecast for its adjusted effective tax rate exclude the impact of certain income and expense items, including those items noted in the Non-GAAP Financial Measures section below, that management believes are not part of underlying operations. Altria’s management cannot estimate on a forward-looking basis the impact of these items on its reported diluted EPS or its reported effective tax rate because these items, which could be significant, may be unusual or infrequent, are difficult to predict and may be highly variable. As a result, Altria does not provide a corresponding GAAP measure for, or reconciliation to, its adjusted diluted EPS guidance or its adjusted effective tax rate forecast.
Non-GAAP Financial Measures
While Altria reports its financial results in accordance with GAAP, its management also reviews certain financial results, including OCI, OCI margins, net earnings attributable to Altria and diluted EPS, on an adjusted basis, which excludes 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 costs, COVID-19 special items, equity investment-related special items (including any changes in fair value of the equity investment and any related warrants and preemptive rights), certain tax items, charges associated with tobacco and health litigation items, and resolutions of certain nonparticipating manufacturer (“NPM”) adjustment disputes under the 1998 Master Settlement Agreement (such dispute resolutions are referred to as “NPM Adjustment Items”). Altria’s management does not view any of these special items to be part of Altria’s underlying results as they may be highly variable, may be unusual or infrequent, are
4939
Table of Contents    
difficult to predict and can distort underlying business trends and results. Altria’s management also reviews income tax rates on an adjusted basis. Altria’s adjusted effective tax rate forecast.may exclude certain tax items from its reported effective tax rate.

The factors describedAltria’s 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. Adjusted financial measures are used by management and regularly provided to Altria’s chief operating decision maker (the “CODM”) 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 Cautionary Factors That May Affect Future Results section ofsame 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 following Discussion and Analysis represent continuing risks to this forecast and to the other forward-looking statements maderelated financial information prepared in this Form 10-Q.


accordance with GAAP.
Discussion and Analysis

Critical Accounting Policies and Estimates

Altria’s critical accounting policies and estimates are discussed in its Annual Report on Form 10-K for the year ended December 31, 20192020 (the “2019“2020 Form 10-K”); there have been no material changes to these critical accounting policies and estimates, except as noted below.
▪Investments in ABI, Cronos and JUUL:
Altria reviews its equity investments accounted for under the equity method of accounting (ABI and Cronos) for impairment at least quarterly in connection with the preparation of its financial statements by comparing the fair value of each of its investments to their carrying value. If the carrying value of an investment exceeds its fair value and the loss in value is other than temporary, the investment is considered impaired and reduced to fair value, and the impairment is recognized in the period identified.
Altria reviews its investment in JUUL for impairment by performing a qualitative assessment of impairment indicators on a quarterly basis in connection with the preparation of its financial statements. If this qualitative assessment indicates that Altria’s investment in JUUL may be impaired, a quantitative assessment is performed. If the quantitative assessment indicates the fair value of the investment is less than its carrying value, the investment is written down to its fair value, and the impairment is recognized in the period identified.
Investment in ABI
At September 30, 2020,March 31, 2021, Altria’s investment in ABI consisted of 185 million restricted shares of ABI (the “Restricted Shares”) and 12 million ordinary shares of ABI. The fair value of Altria’s equity investment in ABI is based on:on (i) unadjusted quoted prices in active markets for ABI’s ordinary shares and, at March 31, 2021, was classified in Level 1 of the fair value hierarchy and (ii) observable inputs other than Level 1 prices, such as quoted prices for similar assets, for the Restricted Shares, and was classified in Level 2 of the fair value hierarchy. Altria may, in certain instances, pledge or otherwise grant a security interest in all or part of its Restricted Shares. In the event the pledgee or security interest holder were to foreclose on the Restricted Shares, the encumbered Restricted Shares will be automatically converted, one-for-one, into ordinary shares. Therefore, the fair value of each Restricted Share is based on the value of an ordinary share.
The fair value of Altria’s equity investment in ABI at September 30, 2020March 31, 2021 and December 31, 20192020 was $10.7$12.4 billion (carrying value of $16.7$17.4 billion) and $16.1$13.8 billion (carrying value of $18.1$16.7 billion), respectively, which was less than its carrying value by approximately 36%28% and 11%17%, respectively. At October 27, 2020,April 26, 2021, the fair value of Altria’s investment had increased to approximately $11.0 billion (approximately 34% below its carrying value).$13.9 billion. In October 2019, the fair value of Altria’s equity investment in ABI declined below its carrying value and at April 26, 2021 has not recovered. Altria has evaluated the factors related to the fair value decline, including the recent impact on the fair value of ABI’s shares amidst the COVID-19 pandemic. The economic uncertainties ofduring the COVID-19 pandemic, have alsowhich has negatively impacted ABI’s business. Altria has also evaluated the duration and magnitude of the fair value decline at September 30, 2020,March 31, 2021, ABI’s financial condition and near-term prospects, and Altria’s intent and ability to hold its investment in ABI until recovery. Altria concluded, both at September 30,March 31, 2021 and December 31, 2020, that the decline in fair value of its investment in ABI below its carrying value iswas temporary and, therefore, no impairment was recorded. This conclusion was based on the following factors:
▪the fair value of Altria’s equity investment in ABI historically exceeding its carrying value since October 2016, when Altria obtained its ownership interest in ABI, with the exception of certain periods starting in September 2018;
▪a history of significant recovery in ABI’s stock price during 2019 as well as an increase from March 31,and recoveries during 2020 to October 27,(following the steep decline in the first quarter of 2020 associated with the impacts of the COVID-19 pandemic on its business) and in April 2021, all of which Altria believes indicatesindicate investor confidence in ABI’s ability to implement its business strategies and deleveraging plans;
▪plans as well as its ability to recover from the periodimpacts of time (approximately 12 months) that ABI shares have traded below Altria’s carrying value;the COVID-19 pandemic;
▪the continued industry disruption and volatility associated with the COVID-19 pandemic, resulting in stock performance amongfor ABI competitors that Altria does not believe areis reflective of actual underlying equity values;
▪ABI’s recent proactive actions to preserve financial flexibility and commitment to its long-term deleveraging initiative, including the following actions since December 31, 2019: (i) ABI’s 50% reduction to its final 2019 dividend paid in
50
Table of Contents
the second quarter of 2020 and its recent announcementdecision to forgo its interim 2020 dividend that would have been paid in the fourth quarter of 2020;dividend; (ii) ABI’s completion of the sale of its Australia subsidiary and of a minority stake in the second quarter of 2020 for $11 billion and affirmation that substantially all proceeds from the divestiture will be used to reduce debt;its U.S. based metal container operations; and (iii) ABI’s aggregatecontinuation of its refinancing of $11 billionefforts through issuance and redemption activity, specifically front-end maturities into longer dated maturities;maturities and reduction in gross debt levels;
▪ABI’s global platform (world’s largest brewer by volume and one of the world’s top ten consumer products companies by revenue) with strong market positions in key markets, new product innovations, geographic diversification, experienced management team, strict financial discipline (cost management and efficiency) and expected earnings and history of performance; and
▪the strategic plans implemented by ABI in response to the adverse impacts of the COVID-19 pandemic, including theits ability to leverage learnings from recovering markets and respond quickly to the evolving environment to better position ABI for a robust recovery asrecovery. This was evidenced by by:
40
Table of Contents
▪ABI’s expectation that its performance in the second half of this year will be better than2020, which represented improvement over the first althoughhalf of 2020 and reinforced its confidence in the environment remains volatilefuture potential of the beer category and uncertain, including potential renewed restrictions in several markets;its business; and
▪Altria’s ownership of restricted shares beingABI stating in its year end 2020 earnings report that it expects financial results in 2021 to improve meaningfully versus 2020. ABI stated that its 2021 outlook, which is subject to a five-year lock-up (subjectchange as it continues to limited exceptions) ending October 10, 2021, which Altria believes provides sufficient time to allow for an anticipated recovery inmonitor ongoing developments, reflects, among other factors, its current assessment of the fair valuescale and magnitude of its investment in ABI.

the COVID-19 pandemic.
Altria will continue to monitor its investment in ABI, including the impact of the COVID-19 pandemic and subsequent recovery on ABI’s business and market valuation. If Altria were to conclude that the decline in fair value is other than temporary, Altria would determine and recognize, in the period identified, the impairment of its investment, which could result in a material adverse effect on Altria’s consolidated financial position or earnings.

Investment in Cronos
The fair value of Altria’s equity method investment in Cronos is based on unadjusted quoted prices in active markets for Cronos’s common shares and was classified in Level 1 of the fair value hierarchy. The fair value of Altria’s equity method investment in Cronos at September 30, 2020 and December 31, 2019 was $0.8 billion and $1.2 billion, respectively, compared with its carrying value of $1.0 billion at September 30, 2020 and December 31, 2019. At September 30, 2020, the fair value of Altria’s equity method investment in Cronos was below its carrying value by approximately 20%. Cronos’s share price has continued to be volatile during the third quarter of 2020 and October 2020. While the fair value of Altria’s equity method investment in Cronos was below its carrying value at September 30, 2020, the fair value of Altria’s equity method investment exceeded its carrying value at certain times during the third quarter of 2020, and at October 27, 2020, the fair value of Altria’s equity method investment in Cronos increased to approximately $0.9 billion (approximately 12% below its carrying value). Altria has evaluated the factors related to the fair value decline, including the recent impact on the fair value of Cronos’s shares as a result of the COVID-19 pandemic. Cronos continues to be impacted by COVID-19, due in part to government action requiring closures or limited occupancy of retail stores in the United States. In addition, during the second quarter of 2020, Cronos recorded an impairment charge on goodwill and intangible assets as a result of the impact of COVID-19. Based on Altria’s evaluation of the duration (fairly short period of time) and magnitude of the fair value decline at September 30, 2020, Altria’s evaluation of Cronos’s financial condition (including its strong cash position) and near-term prospects, and Altria’s intent and ability to hold its investment in Cronos until recovery, Altria concluded that the decline in fair value of its equity method investment in Cronos below its carrying value is temporary and, therefore, no impairment was recorded.
Altria will continue to monitor its equity method investment in Cronos, including the impact of the COVID-19 pandemic on Cronos’s business and market valuation. If Altria were to conclude that the decline in fair value is other than temporary, Altria would determine and recognize, in the period identified, the impairment of its equity method investment, which could result in a material adverse effect on Altria’s consolidated financial position or earnings.
For further discussion of Altria’s investmentsinvestment in ABI, and Cronos, see Note 4.3. Investments in Equity Securities to the condensed consolidated financial statements in Item 1 (“Note 4”3”).
Investment in JUUL
As part of the preparation of its financial statements for the periods ended September 30, 2020 and 2019 and December 31, 2019, Altria performed qualitative assessments of impairment indicators for its investment in JUUL and determined that indicators of impairment existed.

JUUL announced a strategic update in September 2020, which includes its plans for a significant global workforce reduction, its evaluation of its resource allocation and the possibility of exiting various international markets. As part of the preparation of Altria’s financial statements for the period ended September 30, 2020, Altria performed its qualitative assessment of impairment indicators for its investment in JUUL and determined that JUUL’s strategic update was an indicator of impairment at September 30, 2020, given the significant deterioration in JUUL’s business prospects.
51
Table of Contents

Given the existence of this impairment indicator, Altria performed a quantitative valuation of its investment in JUUL as of September 30, 2020 and recorded a non-cash pre-tax charge of $2.6 billion for the nine and three months ended September 30, 2020, reported as impairment of JUUL equity securities in its condensed consolidated statements of earnings. The impairment charge was driven by Altria’s projections of lower JUUL revenues over time due to lower pricing assumptions and delays in JUUL achieving previously forecasted operating margin performance. These drivers were the result of: (i) JUUL’s revised international expansion plans and (ii) the evolving U.S. e-vapor category and associated competitive dynamics.

In 2019, Altria recorded total non-cash pre-tax impairment charges of $8.6 billion ($4.5 billion in the third quarter of 2019 and $4.1 billion in the fourth quarter of 2019) related to its investment in JUUL resulting in a $4.2 billion carrying value of its investment in JUUL at December 31, 2019.

At September 30, 2019, Altria performed a qualitative assessment for impairment indicators and concluded that impairment indicators existed. These indicators included significant adverse changes in both the e-vapor regulatory environment and the industry in which JUUL operates. While there was no single determinative event or factor, Altria considered in totality the following indicators of impairment: the increased likelihood of a United States Food and Drug Administration (“FDA”) compliance policy prohibiting the sale of certain flavored e-vapor products in the U.S. market without a pre-market authorization; various e-vapor bans put in place by certain states and cities in the U.S. and in certain international markets, coupled with the increased potential for additional bans in the future; and the impact of heightened adverse publicity, including news reports and public health advisories concerning vaping-related lung injuries and deaths.

Based on its quantitative valuation of its investment in JUUL, the third-quarter 2019 impairment charge was due primarily to lower e-vapor sales volume assumptions in the U.S. and international markets and a delay in achieving operating margin performance, as compared to the assumptions at the time of the JUUL Transaction, which resulted in a pre-tax charge of $4.5 billion.

At December 31, 2019, Altria determined that a significant increase in the number of legal cases pending against JUUL in the fourth quarter of 2019 resulted in an additional indicator of impairment, which included a variety of class action lawsuits and personal injury claims, as well as cases brought by state attorneys general and local governments resulted in an indicator of impairment. The fourth-quarter impairment charge resulted substantially from increased discount rates applied to future cash flow projections, due to the significant risk created by the increase in the number of legal cases pending against JUUL, which resulted in an additional pre-tax charge of $4.1 billion at December 31, 2019.

Altria used an income approach to estimate the fair value of its investment in JUUL. The income approach reflects the discounting of future cash flows for the U.S. and certain international markets at a rate of return that incorporates the risk-free rate for the use of those funds, the expected rate of inflation and the risks associated with realizing future cash flows. Future cash flows were based on a range of scenarios that consider various potential regulatory, legislative and market outcomes.

In determining the fair value of its investment in JUUL, Altria made various judgments, estimates and assumptions, the most significant of which were sales volume, operating margins, discount rates and perpetual growth rates. The discount rates used in performing the valuations ranged from 17.0% to 20.5% at September 30, 2020, 13.5% to 16.5% at September 30, 2019 and 19.5% to 23.0% at December 31, 2019. The perpetual growth rates used in performing the valuations remained unchanged, ranging from (0.5%) to 0.0% at September 30, 2020 and 2019 and December 31, 2019. Additionally, Altria made significant assumptions regarding the likelihood and extent of various potential regulatory and legislative actions and the continued adverse public perception impacting the e-vapor category and specifically JUUL, as well as expectations of competitive dynamics and the future state of the e-vapor category. All significant inputs used in the valuation are classified in Level 3 of the fair value hierarchy.

Although Altria’s discounted cash flow analyses were based on assumptions that Altria’s management considered reasonable and are based on the best available information at the time that the analyses were developed, there is significant judgment used in determining future cash flows. Altria believes the following factors have the most potential to impact projected future cash flows and, therefore, Altria’s valuation of JUUL: federal, state, local and international regulatory and legislative developments; JUUL’s execution of its strategy; category growth rates; e-vapor-related litigation against JUUL; consumer preferences; and competitive dynamics.

While Altria’s management believes that the estimated fair value of its investment in JUUL as of September 30, 2020 is appropriate, JUUL’s actual performance in the short term or long term could be significantly different from forecasted
52
Table of Contents
performance due to changes in the factors noted above. One or more such changes could result in additional impairment charges to Altria’s investment in JUUL in future periods.

For additional information on Altria’s investment in JUUL, see Note 4.

Consolidated Operating Results
For the Nine Months Ended September 30,For the Three Months Ended September 30,For the Three Months Ended March 31,
2020201920202019
(in millions)
Net revenues:
(in millions)(in millions)20212020
Net Revenues:Net Revenues:
Smokeable productsSmokeable products$17,522 $16,837 $6,313 $6,049 Smokeable products$5,250 $5,606 
Oral tobacco productsOral tobacco products1,901 1,762 640 620 Oral tobacco products626 601 
WineWine434 483 157 167 Wine150 146 
All otherAll other(8)21 13 20 All other10 6 
Net revenuesNet revenues$19,849 $19,103 $7,123 $6,856 Net revenues$6,036 $6,359 
Excise taxes on products:
Excise Taxes on Products:Excise Taxes on Products:
Smokeable productsSmokeable products$3,950 $3,998 $1,407 $1,406 Smokeable products$1,121 $1,278 
Oral tobacco productsOral tobacco products98 96 33 33 Oral tobacco products31 31 
WineWine14 15 5 5 Wine4 4 
All other1 — — — 
Excise taxes on productsExcise taxes on products$4,063 $4,109 $1,445 $1,444 Excise taxes on products$1,156 $1,313 
Operating income:
Operating Income:Operating Income:
OCI:OCI:OCI:
Smokeable productsSmokeable products$7,609 $6,864 $2,789 $2,561 Smokeable products$2,372 $2,370 
Oral tobacco productsOral tobacco products1,297 1,195 436 417 Oral tobacco products392 414 
WineWine(347)50 19 16 Wine18 (379)
All otherAll other(63)(27)(7)8 All other(14)(5)
Amortization of intangiblesAmortization of intangibles(54)(28)(17)(12)Amortization of intangibles(17)(19)
General corporate expensesGeneral corporate expenses(150)(154)(60)(46)General corporate expenses(61)(45)
Corporate asset impairment and exit
costs
— (1)— — 
Operating incomeOperating income$8,292 $7,899 $3,160 $2,944 Operating income$2,690 $2,336 

As discussed further in Note 9. Segment Reporting to8, the condensed consolidated financial statements in Item 1 (“Note 9”), Altria’s chief operating decision maker (“CODM”)CODM reviews OCI to evaluate the performance of, and allocate resources to, the segments. OCI forManagement believes it is appropriate to disclose this measure to help investors analyze the segments is defined as operating income before general corporate expensesbusiness performance and amortizationtrends of intangibles.the various business segments.

5341
Table of Contents    
The following table provides a reconciliation of adjusted net earnings (losses) attributable to Altria and adjusted diluted EPS attributable to Altria for the nine months ended September 30:
(in millions of dollars, except per share data)Earnings (Losses) before Income TaxesProvision for Income TaxesNet Earnings (Losses)Net Earnings (Losses) Attributable
to Altria		Diluted EPS
2020 Reported$4,349 $1,817 $2,532 $2,543 $1.36 
ABI-related special items689 145 544 544 0.29 
Implementation and acquisition-related costs415 101 314 314 0.17 
Tobacco and health litigation items
76 19 57 57 0.03 
Impairment of JUUL equity securities2,600 — 2,600 2,600 1.40 
Cronos-related special items144 1 143 143 0.08 
COVID-19 special items50 13 37 37 0.02 
Tax items— (38)38 38 0.02 
2020 Adjusted for Special Items$8,323 $2,058 $6,265 $6,276 $3.37 
2019 Reported$1,989 $1,473 $516 $516 $0.27 
ABI-related special items 1
11 2 9 9 — 
Asset impairment, exit, implementation and acquisition-related costs215 52 163 163 0.08 
Tobacco and health litigation items48 12 36 36 0.02 
Impairment of JUUL equity securities4,500 — 4,500 4,500 2.41 
Cronos-related special items1,093 277 816 816 0.44 
Tax items— 56 (56)(56)(0.03)
2019 Adjusted for Special Items$7,856 $1,872 $5,984 $5,984 $3.19 
1Prior period amounts have been recast to conform with current period presentation for certain ABI mark-to-market adjustments that were not previously identified as special items and that are now excluded from Altria’s adjusted financial measures.

54
Table of Contents
The following table provides a reconciliation of adjusted net earnings (losses) attributable to Altria and adjusted diluted EPS attributable to Altria for the three months ended September 30:March 31:
(in millions of dollars, except per share data)Earnings (Losses) before Income TaxesProvision for Income TaxesNet Earnings (Losses)Net Earnings (Losses) Attributable
to Altria		Diluted EPS
2020 Reported$(324)$632 $(956)$(952)$(0.51)
ABI-related special items513 108 405 405 0.22 
Implementation and acquisition-related costs12 4 8 8 — 
Tobacco and health litigation items
34 9 25 25 0.01 
Impairment of JUUL equity securities2,600 — 2,600 2,600 1.40 
Cronos-related special items143 1 142 142 0.08 
Tax items— 13 (13)(13)(0.01)
2020 Adjusted for Special Items$2,978 $767 $2,211 $2,215 $1.19 
2019 Reported$(2,128)$474 $(2,602)$(2,600)$(1.39)
ABI-related special items 1
(23)(5)(18)(18)(0.01)
Asset impairment, exit, implementation and acquisition-related costs11 6 5 5 — 
Tobacco and health litigation items3 1 2 2 — 
Impairment of JUUL equity securities4,500 — 4,500 4,500 2.41 
Cronos-related special items549 117 432 432 0.23 
Tax items— 97 (97)(97)(0.05)
2019 Adjusted for Special Items$2,912 $690 $2,222 $2,224 $1.19 
1 Prior period amounts have been recast to conform with current period presentation for certain ABI mark-to-market adjustments that were not previously identified as special items and that are now excluded from Altria’s adjusted financial measures.
(in millions of dollars, except per share data)Earnings before Income TaxesProvision for Income TaxesNet EarningsNet Earnings Attributable
to Altria		Diluted EPS
2021 Reported$1,937 $516 $1,421 $1,424 $0.77 
NPM Adjustment Items(32)(8)(24)(24)(0.01)
Implementation and acquisition-related costs48 11 37 37 0.02 
Tobacco and health litigation items
35 9 26 26 0.01 
JUUL changes in fair value200 — 200 200 0.10 
ABI-related special items(128)(28)(100)(100)(0.05)
Cronos-related special items(70)— (70)(70)(0.04)
Loss on early extinguishment of debt649 153 496 496 0.27 
Tax items— 6 (6)(6)— 
2021 Adjusted for Special Items$2,639 $659 $1,980 $1,983 $1.07 
2020 Reported$2,108 $558 $1,550 $1,552 $0.83 
Implementation and acquisition-related costs395 95 300 300 0.16 
Tobacco and health litigation items24 5 19 19 0.01 
ABI-related special items56 12 44 44 0.03 
Cronos-related special items89 (6)95 95 0.05 
Tax items— (24)24 24 0.01 
2020 Adjusted for Special Items$2,672 $640 $2,032 $2,034 $1.09 

The following events that occurred during the nine and three months ended September 30, 2020 and 2019special items affected the comparability of statements of earnings amounts:amounts for the three months ended March 31, 2021 and 2020:

▪NPM Adjustment Items: For a discussion of NPM Adjustment Items and a breakdown of these items by segment, see Health Care Cost Recovery Litigation in Note 10. Contingencies to the condensed consolidated financial statements in Item 1 (“Note 10”) and NPM Adjustment Items in Note 8, respectively.
▪Implementation and Acquisition-Related Costs: Pre-tax implementation and acquisition-related costs were $48 million and $395 million for the three months ended March 31, 2021 and 2020, respectively. For a discussion of implementation and acquisition-related costs, see Note 8.
▪Tobacco and Health Litigation Items: For a discussion of tobacco and health litigation items and a breakdown of these costs by segment, see Note 12. Contingencies to the condensed consolidated financial statements in Item 1 (“Note 12”)10 and Tobacco and Health Litigation Items in Note 9,8, respectively.

▪Asset Impairment, Exit, Implementation and Acquisition-Related Costs:JUUL Changes in Fair Value: Pre-tax implementation and acquisition-related costs were $415 million and $12 million forFor the nine and three months ended September 30, 2020, respectively. Pre-tax asset impairment, exit, implementation and acquisition-related costs were $215 million and $11 million for the nine and three months ended September 30, 2019, respectively.

Evolving adult consumer preferences have posed strategic challenges for Ste. Michelle, which has seen slowing growth in the wine category and increased inventory levels in recent periods. In addition, Ste. Michelle’s direct-to-consumer sales and on-premise wine sales in restaurants, bars and hospitality venues and on cruise lines have been, and continue to be, negatively impacted by disruptions arising from the COVID-19 pandemic. For the nine and three months ended September 30, 2020, Ste. Michelle recorded pre-tax charges of $395 million and $1 million, respectively, which were included in cost of sales in Altria’s condensed consolidated statements of earnings. The charges consisted primarily of the following: (i) write-off of inventory ($292 million recorded in the first quarter of 2020); and (ii) estimated losses on future non-cancelable grape purchase commitments associated with product volume demand uncertainty, which was further impacted by the economic uncertainty surrounding the COVID-19 pandemic ($100 million recorded in the first quarter of 2020). Altria and Ste. Michelle also undertook a review of the wine business resulting in a strategic reset in the first quarter of 2020 in order to maximize Ste. Michelle’s profitability and achieve improved long-term cash-flow generation. Ste. Michelle expects the reset to deliver pre-tax cost savings of approximately $15 million and pre-tax cash savings of approximately $40 million annually by 2021.

In December 2018, Altria announced a cost reduction program (which included workforce reductions and third-party
55
Table of Contents
spending across the businesses) that delivered approximately $600 million in annualized cost savings in 2019. The program was completed in 2019.

For further discussion on asset impairment, exit and implementation costs, including a breakdown of these costs by segment, see Note 3. Asset Impairment, Exit and Implementation Costs to the condensed consolidated financial statements in Item 1 (“Note 3”).

For the nine and three months ended September 30, 2019, Altria incurred pre-tax acquisition-related costs of $104 million and $6 million, respectively. Substantially all of the pre-tax acquisition-related costs were for the write-off of debt issuance costs related to Altria’s short-term borrowings under the term loan agreement that Altria entered into in connection with its investments in JUUL and Cronos.

▪Impairment of JUUL equity securities: For the nine and three months ended September 30, 2020 and 2019,March 31, 2021, Altria recorded a non-cash pre-tax impairment chargesunrealized loss of $2,600$200 million and $4,500 million, respectively, reported as impairment of JUUL(income) losses from equity securitiesinvestments in its condensed consolidated statementsstatement of earnings.earnings as a result of a decrease in the fair value of Altria’s investment in JUUL. A fullcorresponding adjustment was made to the JUUL tax valuation was recorded in 2020 and 2019 attributable to the tax benefit associated with the impairment charges.allowance. For further discussion, see Note 4 and Note 11. Income Taxes to the condensed consolidated financial statements in Item 1 (“Note 11”).

3.
▪ABI-Related Special Items: Altria’s lossesearnings from its equity investment in ABI for the ninethree months ended September 30,March 31, 2021 included net pre-tax income of $128 million, consisting primarily of (i) ABI’s completion of the issuance of a minority stake in its U.S.-based metal container operations, (ii) mark-to-market gains on certain ABI financial instruments associated with its share commitments and (iii) charges associated with an early bond termination by ABI.
Altria’s earnings from its equity investment in ABI for the three months ended March 31, 2020 included net pre-tax charges of $689$56 million, consisting primarily of Altria’s share of ABI’s (i) mark-to-market losses on certain ABI financial instruments associated with its share commitments and (ii) ABI’s completion in October 2019 of the saleABI’s initial public offering of a minority stake of its Australia subsidiary and (iii) goodwill impairment charge associated with its Africa businesses.Asia Pacific subsidiary.

Altria’s losses from its equity investment in ABI for the three months ended September 30, 2020 included net pre-tax charges of $513 million, consisting primarily of Altria’s share of ABI’s completion of the sale of its Australia subsidiary and ABI’s goodwill impairment charge associated with its Africa businesses.

These amounts include Altria’s respective share of amounts recorded by ABI in the second quarter of 2020, as well asand may also include additional adjustments related to (i) conversion from international financial reporting standards to GAAP and (ii) adjustments to Altria’s investment required under the equity method of accounting.
42
Table of Contents

▪Cronos-Related Special Items: For the nine and three months ended September 30,March 31, 2021 and 2020, and 2019, Altria recorded net pre-tax (income) expense consisting of the following:
For the Nine Months Ended September 30,For the Three Months Ended September 30,
2020201920202019
(in millions)(in millions)
Loss on Cronos-related financial instruments(1)
$202 $1,327 $105 $636 
(Earnings) losses from equity investments(2)
(58)(234)38 (87)
      Total Cronos-related special items - (income) expense$144 $1,093 $143 $549 
For the Three Months Ended March 31
(in millions)20212020
(Gain) loss on Cronos-related financial instruments (1)
$(110)$137 
(Income) losses from equity investments (2)
40 (48)
      Total Cronos-related special items - (income) expense$(70)$89 
(1)The 2020 amounts2021 and substantially all of the 20192020 amounts are related to the non-cash change in the fair value of the warrant and certain anti-dilution protections (the “Fixed-price Preemptive Rights”) acquired in the Cronos transaction.
(2)Amounts primarily include Altria’s share of Cronos’s non-cash change in the fair value of Cronos’s derivative financial instruments associated with the issuance of additional shares. Amounts in 2020 also include Altria’s share of Cronos’s impairment charge on goodwill and intangible assets.

For further discussion, see Note 5.3 and Note 4. Financial Instruments to the condensed consolidated financial statements in Item 1.

▪COVID-19 Special Items:Loss on Early Extinguishment of Debt: For the nine months ended September 30, 2020, Altria recorded net pre-taxcharges totaling $50 million directly related to disruptions caused by or efforts to mitigate the impact of the COVID-19 pandemic. These net pre-tax charges, all of which were recorded in the second quarter of 2020, included premium pay, personal protective equipment and health screenings, partially offset by certain employment tax credits. The COVID-19 special items do not include the inventory-related implementation costs associated with the wine business strategic reset. These implementation costs discussed above were due to increased inventory levels, which were further negatively impacted by government restrictions and economic uncertainty surrounding the COVID-19 pandemic.
56
Table of Contents

▪Tax Items: Tax items for the nine months ended September 30, 2020 included net tax expense of $38 million due primarily to tax expense of $17 million for a tax basis adjustment to Altria’s investment in ABI and net tax expense of $12 million for adjustments resulting from amended returns and audit adjustments related to prior years. Tax items for the three months ended September 30, 2020 included tax benefitsMarch 31, 2021, Altria recorded pre-tax losses of $13$649 million due primarily as a result of the completed debt tender offers and redemption of certain long-term senior unsecured notes. For further discussion, see Note 9. Debt to tax benefits of $17 million for a tax basis adjustment of Altria’s investmentthe condensed consolidated financial statements in ABI.Item 1 (“Note 9”).

Tax items for the nine and three months ended September 30, 2019 included net tax benefits of $56 million and $97 million, respectively, due primarily to tax benefits of $91 million for the reversal of tax accruals no longer required and $30 million for the release of a valuation allowance on Altria’s equity investment in Cronos, partially offset by tax expense of $63 million and $21 million, respectively, for a tax basis adjustment to Altria’s equity investment in ABI.

Consolidated Results of Operations for the NineThree Months Ended September 30, 2020 versus the NineMarch 31, 2021 Compared with Three Months Ended September 30, 2019
March 31, 2020
Net revenues, which include excise taxes billed to customers, increased $746decreased $323 million (3.9%(5.1%), due primarily to higherlower net revenues in the smokeable products and oral tobacco products segments, partially offset by lower net revenues in the wine segment.

Cost of sales increased $542decreased $565 million (10.1%(26.0%), due primarily to the inventory-related charges in the wine segment in 2020 (as discussed above), higher per unit settlement charges and COVID-19 special items in 2020, partially offset byNote 8), lower shipment volume in the smokeable products segment and wine segments.

favorable NPM Adjustment Items in 2021.
Excise taxes on products decreased $46$157 million (1.1%(12.0%), due primarily to lower smokeable products shipment volume.

Marketing, administration and research costs decreased $69increased $45 million (4.2%(8.4%), due primarily to lower spendinghigher acquisition-related costs in the smokeableoral tobacco products segment partially offset by higher amortization expense.

(as discussed in Note 8).
Operating income increased $393$354 million (5.0%(15.2%), due primarily to higher operating results fromin the smokeable products and oral tobacco products segments,wine segment, partially offset by lower operating results fromin the wine segment and higher amortization expense.

oral tobacco products segment.
Interest and other debt expense, net, decreased $96increased $33 million (9.7%(12.0%), due primarily to debt issuance costs in 2019 for borrowings associated with the JUUL and Cronos transactions.unfavorable timing of interest expense.

EarningsIncome (losses) from Altria’s equity investments, which decreased $1,172$106 million (100.0%+(67.5%), which were negatively impacted by ABIthe non-cash pre-tax unrealized loss of $200 million as a result of a decrease in the fair value of Altria’s investment in JUUL and Cronosunfavorable special items and the impact of the COVID-19 pandemic on ABI’s ongoing operations.

from Altria’s income tax rate decreased 32.3 percentage points to 41.8%, due primarily to a full valuation allowanceequity investment in 2019 attributable to the tax benefits associated with the impairment of JUUL equity securities,Cronos (as shown above), partially offset by a full valuation allowance in 2020 attributable to the tax benefits associated with the impairment of JUUL equity securities. For further discussion, see Note 11.

favorable ABI-related special items.
Reported net earnings (losses) attributable to Altria of $2,543$1,424 million increased $2,027decreased $128 million (100.0%+(8.2%), due primarily to the 2019 impairment of JUUL equity securities, lower loss on Cronos-related financial instruments,early extinguishment of debt and the non-cash unrealized loss as a result of a decrease in the fair value of Altria’s investment in JUUL, partially offset by higher operating income and the write-off of debt issuance costs in 2019 associated with the JUULfavorable Cronos-related and Cronos transactions, partially offset by the 2020 impairment of JUUL equity securities and losses from Altria’s equity investments.ABI-related special items. Reported diluted and basic EPS attributable to Altria of $1.36 and $1.37, respectively,$0.77, each increaseddecreased by 100.0%+7.2%, due to higherlower net earnings (losses) attributable to Altria and fewer shares outstanding.

Altria.
Adjusted net earnings attributable to Altria of $6,276$1,983 million increased $292decreased $51 million (4.9%(2.5%), due primarily to unfavorable timing of interest and other debt expense, net and a higher adjusted OCI in the smokeable products and oral tobacco products segments, partially offset by lower adjusted earnings from Altria’s equity investments and higher income taxes.tax rate. Adjusted diluted EPS attributable to Altria of $3.37 increased$1.07 decreased by 5.6%1.8%, due to higherlower adjusted net earnings attributable to Altria and fewer shares outstanding.

57
Table of Contents
Consolidated Results of Operations for the Three Months Ended September 30, 2020 versus the Three Months Ended September 30, 2019

Net revenues, which include excise taxes billed to customers, increased $267 million (3.9%), due to higher net revenues in the smokeable products segment.

Cost of sales increased $46 million (2.4%), due primarily to higher per unit settlement charges, partially offset by lower manufacturing costs in the smokeable products segment.

Operating income increased $216 million (7.3%), due primarily to higher operating results from the smokeable products segment.

Earnings (losses) from Altria’s equity investments, which decreased $805 million (100.0%+), were negatively impacted by ABI and Cronos special items and the impact of the COVID-19 pandemic on ABI’s ongoing operations.

Altria’s income tax rate decreased 172.8 percentage points to (195.1)%, due primarily to a full valuation allowance in 2019 attributable to the tax benefits associated with the impairment of JUUL equity securities, partially offset by a full valuation allowance in 2020 attributable to the tax benefits associated with the impairment of JUUL equity securities. For further discussion, see Note 11.

Reported net earnings (losses) attributable to Altria of $(952) million increased $1,648 million (63.4%), due primarily to the 2019 impairment of JUUL equity securities, a lower loss on Cronos-related financial instruments and higher operating income, partially offset by the 2020 impairment of JUUL equity securities, 2020 losses from Altria’s equity investments in ABI and Cronos compared with earnings in 2019 and higher income taxes. Reported diluted and basic EPS attributable to Altria of $(0.51), each increased by 63.3%, due to higher net earnings (losses) attributable to Altria.

Adjusted net earnings attributable to Altria of $2,215 million were essentially unchanged as lower adjusted earnings from Altria’s equity investments in ABI and Cronos and higher income taxes were offset by higher adjusted OCI in the smokeable products segment. Adjusted diluted EPS attributable to Altria of $1.19 was unchanged.

Non-GAAP Financial Measures

While Altria reports its financial results in accordance with GAAP, its management reviews certain financial results, including OCI, OCI margins, net earnings (losses) attributable to Altria and diluted EPS, on an adjusted basis, which exclude certain income and expense items that management believes are not part of underlying operations. These items may include, for example, restructuring charges, asset impairment charges, acquisition-related costs, COVID-19 special items, equity investment-related special items (including any changes in fair value for the equity investment and any related warrants and preemptive rights), certain tax items, charges associated with tobacco and health litigation items, and resolutions of certain nonparticipating manufacturer (“NPM”) adjustment disputes under the 1998 Master Settlement Agreement (such dispute resolutions are referred to as “NPM Adjustment Items” and are more fully described in Health Care Cost Recovery Litigation - NPM Adjustment Disputes in Note 12. Altria’s management does not view any of these special items to be part of Altria’s 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. Altria’s management also reviews income tax rates on an adjusted basis. Altria’s adjusted effective tax rate may exclude certain tax items from its reported effective tax rate.

Altria’s 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. Adjusted financial measures are used by management and regularly provided to Altria’s CODM 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.

5843
Table of Contents    
Operating Results by Business Segment

Tobacco Space

Business Environment

Summary

The U.S. tobacco industry faces a number of business and legal challenges that have adversely affected and may adversely affect the business and sales volume of Altria’s tobacco subsidiaries and investees and Altria’s consolidated results of operations, cash flows or financial position. These challenges, some of which are discussed in more detail below, in Note 1210 and in Part II,I, Item 1A. Risk Factors of thisthe 2020 Form 10-Q (“Item 1A”),10-K, include:

▪pending and threatened litigation and bonding requirements;
▪restrictions and requirements imposed by the Family Smoking Prevention and Tobacco Control Act (“FSPTCA”(the “FSPTCA”), and restrictions and requirements (and related enforcement actions) that have been, and in the future will be, imposed by the FDA;United States Food and Drug Administration (the “FDA”);
▪actual and proposed excise tax increases, as well as changes in tax structures and tax stamping requirements;
▪bans and restrictions on tobacco use imposed by governmental entities and private establishments and employers;
▪other federal, state and local government actions, including:
▪restrictions on the sale of certain tobacco products, the sale of tobacco products by certain retail establishments, the sale of certain tobacco products with certain characterizing flavors and the sale of tobacco products in certain package sizes;
▪additional restrictions on the advertising and promotion of tobacco products;
▪other actual and proposed tobacco-related legislation and regulation; and
▪governmental investigations;
▪the diminishing prevalence of cigarette smoking;
▪increased efforts by tobacco control advocates and other private sector entities (including retail establishments) to further restrict the availability and use of tobacco products;
▪changes in adult tobacco consumer purchase behavior, which is influenced by various factors such as economic conditions, excise taxes and price gap relationships, may result in adult tobacco consumers switching to discount products or other lower-priced tobacco products;
▪the highly competitive nature of all tobacco categories, including, without limitation, competitive disadvantages related to cigarette price increases attributable to the settlement of certain litigation;litigation and the proliferation of innovative tobacco products, including e-vapor and oral nicotine pouch products;
▪illicit trade in tobacco products;
▪potential adverse changes in prices, availability and quality of tobacco, other raw materials and components; and
▪the COVID-19 pandemic.

In addition to and in connection with the foregoing, evolving adult tobacco consumer preferences pose challenges for Altria’sare continuing to impact the tobacco subsidiaries.industry. Altria’s tobacco subsidiaries believe that a significant number of adult tobacco consumers switch among tobacco categories, use multiple forms of tobacco products and try innovative tobacco products, such as e-vapor products and oral nicotine pouches. In fact, a growing number of adultAdult smokers are convertingcontinue to convert from cigarettes to exclusive use of non-combustible tobacco product alternatives.
Up until the second half of 2019, the e-vapor category had experienced significant growth, in recent years, and the number of adults who exclusively used e-vapor products also increased during that time which, along with growth in oral nicotine pouches, negatively impacted consumption levels and sales volume of cigarettes and moist smokeless tobacco products (“MST”). While growth of oral nicotine pouches has continued, growthGrowth in the e-vapor category has beenwas negatively impacted by the legislative and regulatory activities discussed belowbelow. However, the e-vapor category is now experiencing a moderate rate of growth and ishas become increasingly competitive.
Oral nicotine pouch retail share of the total oral tobacco category has doubled since the first quarter of 2020. The oral nicotine pouch category is becoming increasingly competitive and we are also monitoring the introduction of new unregulated synthetic nicotine pouches, which may lead to further competition for oral nicotine pouches.
Altria and its tobacco subsidiaries believe the innovative tobacco products categorycategories (in particular, e-vapor) will continue to be dynamic as adult tobacco consumers explore a variety of tobacco product options and as a result of adult consumer perceptions of the regulatory environment for these innovative tobaccorelative risks of non-combustible products evolves. For the cigarette category, basedcompared to cigarettes, FDA determinations on year-to-date industry performanceproduct applications and expectations for continued category resilience, in October 2020, Altria revised its 2020 estimated full-year domestic cigarette industry adjusted volume to be in a range of unchanged versus the prior year to down 1.5%. This range replaces Altria’s previous estimate of down 2% to 3.5% versus the prior year.

legislative actions.
5944
Table of Contents    
Domestic cigarette industry volume for 2020 was unchanged versus the prior year, which Altria believes was the result of stay-at-home practices due to the COVID-19 pandemic and higher tobacco discretionary spending. In the first quarter of 2021, we estimate that adjusted domestic cigarette industry volume declined by 2%. Altria expects 2021 cigarette industry volume trends to be most influenced by (i) adult smoker stay-at-home practices, (ii) unemployment rates, (iii) fiscal stimulus, (iv) cross-category movement, (v) the timing and breadth of COVID-19 vaccine administration and (vi) adult smoker purchasing behavior of those who receive the vaccine.
Economic conditions also impact adult tobacco consumer purchase behavior. Prior economic downturns have resulted in adult tobacco consumers choosing discount products and other lower-priced tobacco products. As a result ofAlthough the current economic downturn resulting from the COVID-19 pandemic has not meaningfully increased the growth of discount and lower priced tobacco products, in part due to stimulus payments, adult tobacco consumers may still increasingly choose these products.products if economic conditions do not continue to improve. See Executive Summary in Item 7 above for further discussion.

Altria and its tobacco subsidiaries work to meet these evolving adult tobacco consumer preferences over time by developing, manufacturing, marketing and distributing products both within and outside the U.S. through innovation and adjacency growth strategies (including, where appropriate, arrangements with, or investments in, third parties).

FSPTCA and FDA Regulation

▪
The Regulatory Framework
Framework:
The FSPTCA, its implementing regulations and its 2016 deeming regulations establish broad FDA regulatory authority over all tobacco products and, among other provisions:

▪impose restrictions on the advertising, promotion, sale and distribution of tobacco products (see Final Tobacco Marketing Rule below);
▪establish pre-market review pathways for new and modified tobacco products (see Pre-Market Review Pathways for Tobacco Products and Market Authorization Enforcement below);
▪prohibit any express or implied claims that a tobacco product is or may be less harmful than other tobacco products without FDA authorization;
▪authorize the FDA to impose tobacco product standards that are appropriate for the protection of the public health; and
▪equip the FDA with a variety of investigatory and enforcement tools, including the authority to inspect product manufacturing and other facilities.

The FSPTCA also bans descriptors such as “light,” “low” or “mild” when used as descriptors of modified risk, unless expressly authorized by the FDA. In connection with a 2016 lawsuit initiated by John Middleton Co. (“Middleton”), the Department of Justice, on behalf of the FDA, informed Middleton that at present, the FDA does not intend to bring an enforcement action against Middleton for the use of the term “mild” in the trademark “Black & Mild.” Consequently, Middleton dismissed its lawsuit without prejudice. If the FDA were to change its position at some later date, Middleton would have the opportunity to bring another lawsuit.

▪
Final Tobacco Marketing Rule

Rule:
As required by the FSPTCA, in March 2010 the FDA promulgated a wide range of advertising and promotion restrictions for cigarettes and smokeless tobacco1(1) products (the “Final Tobacco Marketing Rule”). The May 2016 deeming regulations amended the Final Tobacco Marketing Rule to expand specific provisions to all tobacco products, including cigars, pipe tobacco and e-vapor and oral nicotine products containing tobacco-derived nicotine or other tobacco derivatives, pipe tobacco and oral nicotine pouches, but do not include any component or part that is not made or derived from tobacco.

The Final Tobacco Marketing Rule, as amended, among other things:

▪restricts the use of non-tobacco trade and brand names on cigarettes and smokeless tobacco products;
▪prohibits sampling of all tobacco products except that sampling of smokeless tobacco products is permitted in qualified adult-only facilities;
▪prohibits the sale or distribution of items such as hats and tee shirts with cigarette or smokeless tobacco brands or logos;
▪prohibits cigarettes and smokeless tobacco brand name sponsorship of any athletic, musical, artistic or other social or cultural event, or any entry or team in any event; and
▪requires the development by the FDA of graphic warnings for cigarettes, establishes warning requirements for other tobacco products, and gives the FDA the authority to require new warnings for any type of tobacco product (see FDA Regulatory Actions - Graphic Warnings below).

1(1)“Smokeless tobacco,” as used in this section of this Form 10-Q, refers to smokeless tobacco products first regulated by the FDA in 2009, including MST. It excludes oral nicotine pouches, which were first regulated by the FDA in 2016.
6045
Table of Contents    
Subject to certain limitations arising from legal challenges, the Final Tobacco Marketing Rule took effect in June 2010 for cigarettes and smokeless tobacco products and in August 2016 for all other tobacco products.

At the time of the promulgation of the Final Tobacco Marketing Rule, the FDA also issued an Advance Notice of Proposed Rulemaking (“ANPRM”) to establish restrictions on the placement of outdoor tobacco advertising in relation to schools and playgrounds. See▪Rulemaking and GuidanceGuidance: below for further description of the rulemaking process.

Rulemaking and Guidance

From time to time, the FDA issues proposed rules or guidance, which may be issued in draft or final form, generally involve public comment and may include scientific review. The FDA also may request comments on broad topics through an ANPRM.Advanced Notice of Proposed Rulemaking (“ANPRM”). Altria’s tobacco subsidiaries actively engage with the FDA to develop and implement the FSPTCA’s regulatory framework, including submission of comments to various FDA policies and proposals and participation in public hearings and engagement sessions.

The FDA’s implementation of the FSPTCA and related regulations and guidance also may have an impact on enforcement efforts by U.S. states, territories and localities of their laws and regulations as well as of the State Settlement Agreements discussed below (see State Settlement Agreements below).  Such enforcement efforts may adversely affect the ability of Altria’s tobacco subsidiaries and investees to market and sell regulated tobacco products in those states, territories and localities.

▪
FDA’s Comprehensive Plan for Tobacco and Nicotine Regulation
Regulation:
In July 2017, the FDA announced a “Comprehensive Plan for Tobacco and Nicotine Regulation” (“Comprehensive Plan”) designed to strike a balance between regulation and encouraging the development of innovative tobacco products that may be less risky than cigarettes. Since then, the FDA has issued additional information about its Comprehensive Plan in response to
concerns associated with the rise in the use of e-vapor products by youth, and the potential youth appeal of flavored tobacco products (see Underage Access and Use of Certain Tobacco Products below). As part of the Comprehensive Plan, the FDA:

▪issued ANPRMs relating to potential product standards for nicotine in cigarettes, flavors in all tobacco products (including menthol in cigarettes and characterizing flavors in all cigars); and, for e-vapor products, to protect against known public health risks such as concerns about youth exposure to liquid nicotine;
▪took actions to restrict youth access to e-vapor products;
▪reconsidered the processes used by the FDA to review certain reports and new product applications; and
▪revisited the timelines (previously extended by the FDA) to submit applications for tobacco products first regulated by the FDA in 2016.

▪
Pre-Market Review Pathways for Tobacco Products and Market Authorization Enforcement
Enforcement:
The FSPTCA permits the sale of tobacco products commercially marketed as of February 15, 2007 and not subsequently modified (“Grandfathered Products”) and new or modified products authorized through the Pre-market Tobacco Product Applicationpre-market tobacco product application (“PMTA”), Substantial Equivalence (“SE”) or SE Exemption pathways.

The FDA pre-market authorization enforcement policy varies based on product type and date of availability in the market; specifically:

▪All tobacco products on the market as of February 15, 2007, and not subsequently modified, are Grandfathered Products and exempt from the pre-market authorization requirement;
▪Cigarette and smokeless tobacco products that were modified or first introduced into the market between February 15, 2007 and March 22, 2011 are generally considered “Provisional Products” for which SE reports were required to be filed by March 22, 2011. These reports must demonstrate that the product has the same characteristics as a product on the market as of February 15, 2007 or to a product previously determined to be substantially equivalent, or has different characteristics but does not raise different questions of public health; and
▪Tobacco products that were first regulated by the FDA in 2016, including cigars, e-vapor products and oral nicotine pouches that are not Grandfathered Products, are generally products for which either an SE report or PMTA needed to be filed by September 9, 2020.

61
Table of Contents


Modifications to currently marketed products, including modifications that result from, for example, changes to the quantity of tobacco product(s) in a package, a manufacturer being unable to acquire ingredients or a supplier being unable to maintain the consistency required in ingredients, also cancould trigger the FDA’s pre-market or SE review process.

processes. Through these processes, a manufacturer could receive (i) a “not substantially equivalent” determination, (ii) a denial of a PMTA or (iii) a marketing order withdrawal by the FDA on one or more products, which would require the removal of the product or products from the market. Such action could have a material adverse impact on the business and consolidated results of operations of our tobacco subsidiaries and investees, and the cash flows or financial position of Altria and its tobacco subsidiaries, including adversely affecting the value of Altria’s investment in JUUL.
Provisional Products: Most cigarette and smokeless tobacco products currently marketed by PM USA and U.S. Smokeless Tobacco Company LLC (“USSTC”)USSTC are Provisional Products. Altria’s subsidiaries timely submitted SE reports for these Provisional Products. PM USA and USSTC have received SE determinations on certain Provisional Products. Those that were found by the FDA to be not substantially equivalent (certain smokeless tobacco products) had been discontinued for business reasons prior to the FDA’s determinations; therefore, those determinations did not impact business results. PM USA and USSTC have other Provisional Products that
46
Table of Contents
continue to be subject to the FDA’s pre-market review process. In the meantime, they can continue marketing these products unless the FDA determines that a specific Provisional Product is not substantially equivalent.

In addition, the FDA has communicated that it will not review a certain subset of Provisional Product SE reports and that the products that are the subject of those reports can generally continue to be legally marketed without further FDA review. PM USA and USSTC have Provisional Products included in this subset of products.

While Altria’s cigarette and smokeless tobacco subsidiaries believe their current Provisional Products meet the statutory requirements of the FSPTCA, they cannot predict how the FDA will ultimately apply law, regulation and guidance to their various SE reports. Should Altria’s cigarette and smokeless tobacco subsidiaries receive unfavorable determinations on any SE reports currently pending with the FDA, they believe they can replace the vast majority of their respective product volumes with other FDA authorized products or with Grandfathered Products.

Non-Provisional Products: Cigarette and smokeless tobacco products introduced into the market or modified after March 22, 2011 are “Non-Provisional Products” and must receive a marketing order from the FDA prior to being offered for sale. Marketing orders for Non-Provisional Products may be obtained by filing an SE report, PMTA or using another pre-market pathway established by the FDA.

 Altria’s cigarette and smokeless tobacco subsidiaries may not be able to obtain a marketing order for non-provisional products because the FDA may determine that any such product does not meet the statutory requirements for approval.
Products Regulated in 2016: Manufacturers of products first regulated by the FDA in 2016, including cigars, oral nicotine pouches and e-vapor products, that were on the market as of August 8, 2016 and not subsequently modified must have filed an SE report or PMTA by the filing deadline of September 9, 2020 in order for their products to remain on the market. At the FDA’s discretion, these products can remain on the market during FDA review for up to one year from the date of the application with additional case-by-case discretion to remain on the market after that time, so long as the report or application was timely filed with the FDA. It is uncertain when and for how long FDA may permit such products to remain on the market pursuant to its case-by-case discretion. For products (new or modified) not on the market as of August 8, 2016, manufacturers must file an SE report or PMTA and receive FDA authorization prior to marketing the product.

Helix Innovations LLC (“Helix”) submitted a PMTAPMTAs for on! oral nicotine pouches onin May 15,2020, which are presently under review by the FDA. JUUL submitted PMTAs to the FDA for its e-vapor device and the related tobacco and menthol flavors in July 2020. Middleton has received market orders or exemptions that cover over 97% of its cigar product volume and filed SE reports for its remaining cigar product volume by the filing deadline.

In December 2013, Altria’s subsidiaries entered into a series of agreements with PMI,Philip Morris International Inc. (“PMI”), including an agreement that grants Altria an exclusive right to commercialize certain of PMI’s heated tobacco products in the United States, subject to FDA authorization of the applicable products. PMI submitted a PMTA and a modified risk tobacco product application with the FDA for its electronically heated tobacco products comprising the IQOS Tobacco Heating System. In April 2019, the FDA authorized the PMTA for the IQOS Tobacco Heating System and in July 2020, the FDA authorized the marketing of these systemsthis system as a modified risk tobacco productsproduct (“MRTP”) with a reduced exposure claim. The IQOS electronic device heats but does not burn tobacco. In December 2020, the FDA authorized the PMTA for IQOS 3, an updated version of the IQOS electronic device. The MRTP authorization for the original IQOS electronic device currently does not apply to the IQOS 3device. PMI has disclosed that it plans to seek an MRTP authorization for the IQOS 3 electronic device.

Post-Market Surveillance
: Manufacturers that receive product authorizations through the PMTA process must submit to the FDA post-market records and reports, as detailed in market orders. This includes notification of all marketing activities. The FDA may amend requirements of a market order or withdraw athe market order based on this information if, among other reasons, it determines that the continued marketing of the productproducts is no longer appropriate for the protection of the public health.

Effect of Adverse FDA Determinations: FDA review time frames have varied. It is therefore difficult to predict the duration of FDA reviews of SE reports or PMTAs. Failure of manufacturers to submit applications by the applicable deadline, an unfavorable determination on an application or the withdrawal by the FDA of a prior marketing order could result in the removal of products from the market. These manufacturers would have the option of marketing products that have received FDA pre-market authorization or Grandfathered Products. A “not substantially equivalent” determination, a denial of a PMTA or a marketing order withdrawal by the FDA on one or more products could have a material adverse impact on the business and
62
Table of Contents
consolidated results of operations of our tobacco subsidiaries and investees, and the cash flows or financial position of Altria and its tobacco subsidiaries, including adversely affecting the value of Altria’s investment in JUUL.
47
Table of Contents

▪
FDA Regulatory Actions

▪
Graphic Warnings

:
In March 2020, the FDA issued a final rule requiring 11 textual warnings accompanied by color graphics depicting thecertain negative health consequences of smoking on cigarette packaging and advertising. The final rule requires that the graphic health warnings (i) be located beneath the cellophane and comprise the top 50% of the front and rear panels of cigarette packages and (ii) occupy 20% of a cigarette advertisement and be located at the top of the advertisement. As a result of a court order related to the COVID-19 pandemic and an additional court ruling in March 2021 resulting from a lawsuit brought by R.J. Reynolds Tobacco Company (“R.J. Reynolds”) and others against the FDA, the final rule will be effective October 16, 2021.April 14, 2022. PM USA and other cigarette manufacturers have filed lawsuits challenging the final rule on substantive and procedural grounds.

In the preamble to the final rule, the FDA stated that it would not exempt HeatSticks, a heated tobacco product used with the IQOS electronic device, as part of the rulemaking, but would consider the HeatSticks marketing order, and other marketing orders, on a case-by-case basis. To date, the FDA has not taken any action to exempt HeatSticks from the graphic health warnings requirements.

▪
Underage Access and Use of Certain Tobacco Products

:
The FDA announced regulatory actions in September 2018 to address underage access and use of e-vapor products. Altria has engaged with the FDA on this topic and has reaffirmed to the FDA its ongoing and long-standing investment incommitment to preventing underage tobacco use prevention efforts.use. For example, during 2019, Altria advocated raising the minimum legal age to purchase all tobacco products to 21 at the federal and state levels to further address underage tobacco use, which is now federal law. See Federal, State and Local Legislation to Increase the Legal Age to Purchase Tobacco Products below for further discussion.

In March 2019, the FDA issued draft guidance further proposing restrictions to address youth e-vapor use. This guidance, which the FDA finalized in January 2020, states that the FDA intends to prioritize enforcement action against:

▪cartridge-based, flavored e-vapor products (other than tobacco and menthol flavors) unless such products have received market authorization from the FDA; and
▪all e-vapor products (in any format or flavor):
▪for which a manufacturer has failed or is failing to take adequate measures to prevent access by those under the age of 21 (referred to in the FDA guidance as “minors”);
▪targeted to minors and the marketing for which is likely to promote use of such products by minors; or
▪offered for sale after the court-ordered filing deadline and for which the manufacturer has either not submitted a PMTA or for which an application was timely filed but an adverse decision on the application was issued by the FDA.

E-vapor product manufacturers, however, may continue to file PMTAs for flavored tobacco products. FDA enforcement action could result in tobacco products being removed from the market unless and until these products receive pre-market authorization from the FDA. JUUL ceased its sales of all cartridge-based, flavored e-vapor products (other than tobacco and menthol) in 2019. If FDA enforcement action is taken against currently marketed JUUL e-vapor products, and a significant number of those products are removed from the market or if the FDA does not ultimately allow for the reintroduction of flavors other than tobacco and menthol, it could adversely affect the value of Altria’s investment in JUUL and have a material adverse effect on Altria’s consolidated financial position or earnings.

The January 2020 guidance effectively permits the continued sale (subject to the exceptions discussed above) of certain flavored e-vapor products, including flavored disposable e-vapor products. If, as a result, these flavored e-vapor products are sold in higher volumes than JUUL’s e-vapor products, it could adversely affect the value of Altria’s investment in JUUL and have a material adverse effect on Altria’s consolidated financial position or earnings.

▪
Potential Product Standards

▪Nicotine in cigarettes and other combustible tobacco products: In March 2018, the FDA issued an ANPRM seeking comments on the potential public health benefits and any possible adverse effects of lowering nicotine in combustible cigarettes to non-addictive or minimally addictive levels. Among other issues, the FDA sought comments on (i)
63
Table of Contents
whether smokers would compensate by smoking more cigarettes to obtain the same level of nicotine as with their current product and (ii) whether the proposed rule would create an illicit trade of cigarettes containing nicotine at levels higher than a non-addictive threshold that may be established by the FDA. The FDA also sought comments on whether a nicotine product standard should apply to other combustible tobacco products, including cigars. Were the FDA to develop and finalize a product standard for nicotine in combustible products, and if the standard was appealed
48
Table of Contents
and upheld in the courts, it could have a material adverse effect on the business, consolidated results of operations, cash flows or financial position of Altria and its tobacco subsidiaries.

▪Flavors in tobacco products: As discussed above under FDA’s Comprehensive Plan for Tobacco and Nicotine Regulation, the FDA indicated that it is considering proposing rulemaking for a product standard that would seek to ban menthol in combustible tobacco products, including cigarettes and cigars, and that it intends to propose a product standard that would ban characterizing flavors in all cigars, including Grandfathered Products and those that have received SE determinations from the FDA - an intention reiterated in the FDA’s January 2020 guidance. In March 2018, the FDA issued an ANPRM seeking comments on the role, if any, that flavors (including menthol) in tobacco products may play in attracting youth and in helping some smokers switch to potentially less harmful forms of nicotine delivery. In the context of litigation, the FDA has stated its intention to issue a response by April 29, 2021 to a 2013 citizen petition requesting that the FDA prohibit menthol as a characterizing flavor in cigarettes. If the FDA decides to ban menthol in cigarettes, it could have a material adverse effect on the business, consolidated results of operations, cash flows or financial position of Altria and its tobacco subsidiaries.
While the FDA has yet to define “characterizing flavors” with respect to cigars, most of Middleton’s cigar products contain added flavors and may be subject to any action by the FDA to ban flavors in cigars. The FDA also may ban characterizing flavors in all other tobacco products, including oral nicotine pouches. If these regulations become final and are appealed and upheld in the courts, it could have a material adverse effect on the business of our tobacco subsidiaries and investees, and the consolidated results of operations, cash flows or financial position of Altria and its tobacco subsidiaries, including adversely affecting the value of Altria’s investment in JUUL.

▪NNN in Smokeless Tobacco: In January 2017, the FDA proposed a product standard for N-nitrosonornicotine (“NNN”) levels in finished smokeless tobacco products.  If the proposed rule, in present form, were to become final and was appealed and upheld in the courts, it could have a material adverse effect on the business, consolidated results of operations, cash flows or financial position of Altria and USSTC.

▪
Good Manufacturing Practices
Practices:
The FSPTCA requires that the FDA promulgate good manufacturing practice regulations (referred to by the FDA as “Requirements for Tobacco Product Manufacturing Practice”) for tobacco product manufacturers, but does not specify a timeframe for such regulations. Compliance with any such regulations could result in increased costs, which may have a material adverse effect on the financial position of Altria, its tobacco subsidiaries and its investees, including adversely affecting the value of Altria’s investment in JUUL.

▪
Impact on Our Business; Compliance Costs and User Fees
Fees:
FDA regulatory actions under the FSPTCA could have a material adverse effect on the business, consolidated results of operations, cash flows or financial position of Altria and its tobacco subsidiaries in various ways. For example, actions by the FDA could:

▪impact the consumer acceptability of tobacco products;
▪delay, discontinue or prevent the sale or distribution of existing, new or modified tobacco products;
▪limit adult tobacco consumer choices;
▪impose restrictions on communications with adult tobacco consumers;
▪create a competitive advantage or disadvantage for certain tobacco companies;
▪impose additional manufacturing, labeling or packaging requirements;
▪impose additional restrictions at retail;
▪result in increased illicit trade in tobacco products; and/or
▪otherwise significantly increase the cost of doing business.

The failure to comply with FDA regulatory requirements, even inadvertently, and FDA enforcement actions also could have a material adverse effect on the business of our tobacco subsidiaries and investees, and the consolidated results of operations, cash flows or financial position of Altria and its tobacco subsidiaries, including adversely affecting the value of Altria’s investment in JUUL.

64
Table of Contents
The FSPTCA imposes user fees on cigarette, cigarette tobacco, smokeless tobacco, cigar and pipe tobacco manufacturers and importers to pay for the cost of regulation and other matters. The FSPTCA does not impose user fees on e-vapor or oral nicotine pouch manufacturers. The cost of the FDA user fee is allocated first among tobacco product categories subject to FDA regulationuser fees and then among manufacturers and importers within each respective category based on their relative market shares, all as prescribed by the FSPTCA and FDA regulations. Payments for user fees are adjusted for several factors, including inflation, market share and industry volume. For a discussion of the impact of the FDA user fee payments on Altria, see Debt and Liquidity - Payments Under State Settlement Agreements and FDA Regulation below. In addition, compliance with the FSPTCA’s regulatory requirements has resulted, and will continue to result, in additional costs for Altria’s tobacco businesses.
49
Table of Contents
The amount of additional compliance and related costs has not been material in any given quarter or year to date period but could become material, either individually or in the aggregate, to one or more of Altria’s tobacco subsidiaries.

▪
Investigation and Enforcement
Enforcement:
The FDA has a number of investigatory and enforcement tools available to it, including document requests and other required information submissions, facility inspections, examinations and investigations, injunction proceedings, monetary penalties, product withdrawal and recall orders, and product seizures. Investigations or enforcement actions could result in significant costs or otherwise have a material adverse effect on the business of our tobacco subsidiaries and investees, and the consolidated results of operations, cash flows or financial position of Altria and its tobacco subsidiaries, including adversely affecting the value of Altria’s investment in JUUL.

Excise Taxes

Tobacco products are subject to substantial excise taxes in the U.S. Significant increases in tobacco-related taxes or fees have been proposed or enacted (including with respect to e-vapor products) and are likely to continue to be proposed or enacted at the federal, state and local levels within the U.S., including as a result of the COVID-19 pandemic as a way for governments to address potential budget shortfalls. The frequency and magnitude of excise tax increases can be influenced by various factors, including the composition of executive and legislative bodies.

Federal, state and local cigarette excise taxes have increased substantially over the past two decades, far outpacing the rate of inflation. Between the end of 1998 and October 27, 2020,April 26, 2021, the weighted-average state cigarette excise tax increased from $0.36 to $1.83$1.89 per pack. As of October 27, 2020,April 26, 2021, one state, Maryland, has increasedenacted new legislation increasing cigarette excise taxes in 2020 and2021, but various increases are under consideration or have been proposed.

A majority of states currently tax MST using an ad valorem method, which is calculated as a percentage of the price of the product, typically the wholesale price. This ad valorem method results in more tax being paid on premium products than is paid on lower-priced products of equal weight. Altria’s subsidiaries support legislation to convert ad valorem taxes on MST to a weight-based methodology because, unlike the ad valorem tax, a weight-based tax subjects cans of equal weight to the same tax. As of October 27, 2020,April 26, 2021, the federal government, 23 states, Puerto Rico, Philadelphia, Pennsylvania and Cook County, Illinois have adopted a weight-based tax methodology for MST.

An increasing number of states and localities also are imposing excise taxes on e-vapor and oral nicotine pouches. As of October 27, 2020,April 26, 2021, 30 states, the District of Columbia, Puerto Rico and a number of cities and counties have enacted legislation to tax e-vapor products. These taxes are calculated in varying ways and may differ based on the e-vapor product form. Similarly, 1011 states and the District of Columbia have enacted legislation to tax oral nicotine pouches. Tax increases could have an adverse impact on the sales of these products.

Tax increases are expected to continue to have an adverse impact on sales of cigarettes and MST products of Altria’s tobacco subsidiaries through lower consumption levels and the potential shift in adult consumer purchases from the premium to the non-premium or discount segments, or to counterfeit and contraband products. Such shifts may have an adverse impact on the sales volume and reported share performance of cigarettes and MST products of Altria’s tobacco subsidiaries.

65
Table of Contents
International Treaty on Tobacco Control

The World Health Organization’s Framework Convention on Tobacco Control (the “FCTC”) entered into force in February 2005. As of October 27, 2020,April 26, 2021, 181 countries, as well as the European Community, have become parties to the FCTC. While the U.S. is a signatory of the FCTC, it is not currently a party to the agreement, as the agreement has not been submitted to, or ratified by, the United States Senate. The FCTC is the first international public health treaty and its objective is to establish a global agenda for tobacco regulation with the purpose of reducing initiation of tobacco use and encouraging cessation. The treaty recommends (and in certain instances, requires) signatory nations to enact legislation that would address various tobacco-related issues.

There are a number of proposals currently under consideration by the governing body of the FCTC, some of which call for substantial restrictions on the manufacture, marketing, distribution and sale of tobacco products. It is not possible to predict the outcome of these proposals or the impact of any FCTC actions on legislation or regulation in the U.S., either indirectly or as a result of the U.S. becoming a party to the FCTC, or whether or how these actions might indirectly influence FDA regulation and enforcement.

State Settlement Agreements

As discussed in Note 12,10, during 1997 and 1998, PM USA and other major domestic tobacco productcigarette manufacturers entered into the State Settlement Agreements. These settlements require participating manufacturers to make substantial annual payments, which are adjusted for several factors, including inflation, operating income, market share and industry volume. For a discussion of the impact of the State Settlement Agreements on Altria, see Debt and Liquidity - Payments Under State Settlement Agreements and FDA Regulation below and Note 12.10. The State Settlement Agreements also place numerous requirements and restrictions on participating manufacturers’ business operations, including prohibitions and restrictions on the
50
Table of Contents
advertising and marketing of cigarettes and smokeless tobacco products. Among these are prohibitions of outdoor and transit brand advertising, payments for product placement and free sampling (except in adult-only facilities). The State Settlement Agreements also place restrictions on the use of brand name sponsorships and brand name non-tobacco products and prohibitions on targeting youth and the use of cartoon characters. In addition, the State Settlement Agreements require companies to affirm corporate principles directed at reducing underage use of cigarettes; impose requirements regarding lobbying activities; mandate public disclosure of certain industry documents; limit the industry’s ability to challenge certain tobacco control and underage use laws; and provide for the dissolution of certain tobacco-related organizations and place restrictions on the establishment of any replacement organizations.

In November 1998, USSTC entered into the Smokeless Tobacco Master Settlement Agreement (the “STMSA”) with the attorneys general of various states and U.S. territories to resolve the remaining health care cost reimbursement cases initiated against USSTC. The STMSA required USSTC to adopt various marketing and advertising restrictions. USSTC is the only smokeless tobacco manufacturer to sign the STMSA.

Other International, Federal, State and Local Regulation and Governmental and Private Activity

▪
International, Federal, State and Local Regulation
Regulation:
A number of states and localities have enacted or proposed legislation that imposes restrictions on tobacco products (including cigarettes, smokeless tobacco, cigars, e-vapor products and e-vapor products)oral nicotine pouches), such as legislation that (1) prohibits the sale of all tobacco productproducts or certain tobacco categories, such as e-vapor, (2) prohibits the sale of tobacco products with certain characterizing flavors, such as menthol cigarettes, (3) requires the disclosure of health information separate from or in addition to federally mandated health warnings and (4) restricts commercial speech or imposes additional restrictions on the marketing or sale of tobacco products (including proposals to ban all tobacco product sales).products. The legislation varies in terms of the type of tobacco products, the conditions under which such products are or would be restricted or prohibited, and exceptions to the restrictions or prohibitions. For example, a number of proposals involving characterizing flavors would prohibit smokeless tobacco products with characterizing flavors without providing an exception for mint- or wintergreen-flavored products. As of October 27, 2020, 16April 26, 2021, 17 states and the District of Columbia have proposed legislation to ban flavors in one or more tobacco products, and five states, California, Massachusetts, New Jersey, Utah and New York, have passed such legislation. Similar legislation has been introduced in the U.S. Congress and was passed by the U.S. House of Representatives in 2020. Some of these states, such as New York and Utah, exempt certain products that have received FDA market authorization through the PMTA pathway.
The legislation in California bans the sale of most tobacco products with characterizing flavors, including menthol, mint and wintergreen, effective January 1, 2021.wintergreen. Following enactment of the flavor ban in August 2020, several registered California voters filed a referendum against the legislation. Over 600,000In January 2021 the requisite number of registered voter signatures must be collectedCalifornia voters signed a petition to place the issuequestion of whether the legislation should be affirmed or overturned on the 2022
66
Table of Contents
next statewide general election ballot, which if successfully completed, would delay itswill likely take place in 2022, unless a special statewide election is called earlier. As a result, the implementation of the legislation is delayed until after a vote on the referendum occurs. Altria’s tobacco operating companies, in conjunction with other companies, are funding this effort. Additionally, in October 2020, Altria���sAltria’s tobacco operating companies, along with several other parties including R.J. Reynolds, filed a lawsuit challenging the flavor ban and seeking to enjoin its implementation.
Massachusetts passed legislation capping the amount of nicotine in e-vapor products. Similar legislation is pending in three other states.

In addition to legislation, some state governors had imposed restrictions on tobacco products through executive action. For example, in response to reports of lung injuries and deaths related to e-vapor product use, the governors of eight states exercised executive action to temporarily prohibit either the sale of all e-vapor products or e-vapor products with flavors other than tobacco. Some of those executive actions have been challenged in the courts and many of those executive actions have expired. Restrictions on e-vapor products also have been instituted or proposed internationally. For example, India and Singapore have instituted bans on e-vapor products.

Altria’s tobacco subsidiaries have challenged and will continue to challenge certain federal, state and local legislation and other governmental action, including through litigation. It is possible, however, that legislation, regulation or other governmental action could be enacted or implemented that could have a material adverse impact on the business and volume of our tobacco subsidiaries and investees, and the consolidated results of operations, cash flows or financial position of Altria and its tobacco subsidiaries, including adversely affecting the value of Altria’s investment in JUUL.

▪
Federal, State and Local Legislation to Increase the Legal Age to Purchase Tobacco Products

Products:
After a number of states and localities proposed and enacted legislation to increase the minimum age to purchase all tobacco products, including e-vapor products, in December 2019, the federal government passed legislation increasing the minimum age to purchase all tobacco products, including e-vapor products, to 21 nationwide. As of April 26, 2021, 34 states and the District of Columbia have enacted laws increasing the legal age to purchase tobacco products to 21. Although an increase in the minimum age to purchase tobacco products may have a negative impact on sales volume of our tobacco businesses, as discussed above under Underage Access and Use of Certain Tobacco Products, Altria supported raising the minimum legal age to purchase all tobacco products to 21 at the federal and state levels, reflecting its longstanding commitment to combat underage tobacco use.

▪
Health Effects of Tobacco Products, Including E-vapor Products
Products:
Reports with respect to the health effects of smoking have been publicized for many years, including various reports by the U.S. Surgeon General. In 2019, there were public health advisories concerning vaping-related lung injuries and deaths and, more recently, there have been health concerns
51
Table of Contents
raised about potential increased risks associated with COVID-19 among smokers and vapers. Altria and its tobacco subsidiaries believe that the public should be guided by the messages of the U.S. Surgeon General and public health authorities worldwide in making decisions concerning the use of tobacco products.

Most jurisdictions within the U.S. have restricted smoking in public places and some have restricted vaping in public places. Some public health groups have called for, and various jurisdictions have adopted or proposed, bans on smoking and vaping in outdoor places, in private apartments and in cars transporting children. It is not possible to predict the results of ongoing scientific research or the types of future scientific research into the health risks of tobacco exposure and the impact of such research on legislation and regulation.

▪
Other Legislation or Governmental Initiatives
Initiatives:
In addition to the actions discussed above, other regulatory initiatives affecting the tobacco industry have been adopted or are being considered at the federal level and in a number of state and local jurisdictions. For example, amid the COVID-19 pandemic, state and local governments have required additional health and safety requirements of all businesses, including tobacco manufacturing and other facilities. State and local governments also have mandated the temporary closure of some businesses. It is possible that tobacco manufacturing and other facilities and the facilities of our suppliers, our suppliers’ suppliers and our trade partners could be subject to these government-mandated temporary closures. Additionally, in recent years, legislation has been introduced or enacted at the state or local level to subject tobacco products to various reporting requirements and performance standards; establish educational campaigns relating to tobacco consumption or tobacco control programs or provide additional funding for governmental tobacco control activities; restrict the sale of tobacco products in certain retail establishments and the sale of tobacco products in certain package sizes; require tax stamping of smokeless tobacco products; require the use of state tax stamps using data encryption technology; and further restrict the sale, marketing and advertising of cigarettes and other tobacco products. Such legislation may be subject to constitutional or other challenges on various grounds, which may or may not be successful.

67
Table of Contents
It is not possible to predict what, if any, additional legislation, regulation or other governmental action will be enacted or implemented (and, if challenged, upheld) relating to the manufacturing, design, packaging, marketing, advertising, sale or use of tobacco products, or the tobacco industry generally. It is possible, however, that legislation, regulation or other governmental action could be enacted or implemented that could have a material adverse impact on the business and volume of our tobacco subsidiaries and investees, and the consolidated results of operations, cash flows or financial position of Altria and its tobacco subsidiaries, including adversely affecting the value of Altria’s investment in JUUL.

▪
Governmental Investigations

Investigations:
From time to time, Altria, its subsidiaries and investees are subject to governmental investigations on a range of matters.  For example: (i) the U.S. Federal Trade Commission (“FTC”(the “FTC”) issued a Civil Investigative Demand (“CID”) to Altria while conducting its antitrust review of Altria’s investment in JUUL seeking information regarding, among other things, Altria’s role in the resignation of JUUL’s former chief executive officer and the hiring by JUUL of any current or former Altria director, executive or employee; (ii) the U.S. Securities and Exchange Commission (“SEC”) commenced an investigation relating to Altria’s acquisition, disclosures and accounting controls in connection with the JUUL investment; and (iii) the New York State Office of the Attorney General of the State of Minnesota issued a CIDsubpoena to Altria seeking documents relating to the marketingAltria’s investment in and provision of Nu Mark LLC (“Nu Mark”) e-vapor products, which were discontinued in 2018.services to JUUL. Additionally, JUUL is currently under investigation by various federal and state agencies, including the SEC, the FDA and the FTC, and state attorneys general.  Such investigations vary in scope but at least some appear to include JUUL’s marketing practices; particularly as such practices relate to youth, and Altria may be asked in the context of those investigations to provide information concerning its investment in JUUL or relating to its marketing of Nu Mark LLC e-vapor products.

Private Sector Activity on E-Vapor

A number of retailers, including national chains, have discontinued the sale of e-vapor products. Reasons for the discontinuation include reported illnesses related to e-vapor product use and the uncertain regulatory environment. It is possible that this private sector activity could adversely affect the value of Altria’s investment in JUUL and have a material adverse effect on Altria’s consolidated financial position or earnings.

Illicit Trade in Tobacco Products

Illicit trade in tobacco products can have an adverse impact on the businesses of Altria, its tobacco subsidiaries and investees. Illicit trade can take many forms, including the sale of counterfeit tobacco products; the sale of tobacco products in the U.S. that are intended for sale outside the country; the sale of untaxed tobacco products over the Internet and by other means designed to avoid the collection of applicable taxes; and diversion into one taxing jurisdiction of tobacco products intended for sale in another. Counterfeit tobacco products, for example, are manufactured by unknown third parties in unregulated environments. Counterfeit versions of our tobacco subsidiaries’ and investees’ products can negatively affect adult tobacco consumer experiences with and opinions of those brands. Illicit trade in tobacco products also harms law-abiding wholesalers and retailers by depriving them of lawful sales and undermines the significant investment Altria’s tobacco subsidiaries and investees have made in legitimate distribution channels. Moreover, illicit trade in tobacco products results in federal, state and local governments losing tax revenues. Losses in tax revenues can cause such governments to take various actions, including
52
Table of Contents
increasing excise taxes; imposing legislative or regulatory requirements that may adversely impact Altria’s consolidated results of operations and cash flows, including adversely affecting the value of Altria’s investment in JUUL, and the businesses of its tobacco subsidiaries and investees; or asserting claims against manufacturers of tobacco products or members of the trade channels through which such tobacco products are distributed and sold.

Altria’s tobacco subsidiaries communicate with wholesale and retail trade members regarding illicit trade in tobacco products and how they can help prevent such activities; enforce wholesale and retail trade programs and policies that address illicit trade in tobacco products and, when necessary, litigate to protect their trademarks.

Price, Availability and Quality of Tobacco, Other Raw Materials and Component Parts

Shifts in crops (such as those driven by economic conditions and adverse weather patterns), government restrictions and mandated prices, production control programs, economic trade sanctions, import duties and tariffs, international trade disruptions, geopolitical instability, climate and production control programsenvironmental changes and disruptions due to man-made or natural disasters may increase or decrease the cost or reduce the supply or quality of tobacco andor other raw materials or ingredients or component parts used to manufacture our companies’ products. Any significant change in the price, quality or availability of tobacco, other raw materials, ingredients or component parts used to manufacture our products could restrict our subsidiaries’ ability to continue manufacturing and marketing existing products or impact adult consumer product acceptability and adversely affect our subsidiaries’ profitability and businesses.
68
Table of Contents

With respect to tobacco, as with other agricultural commodities, crop quality and availability can be influenced by variations in weather patterns, including those caused by climate change. Additionally, the price and availability of tobacco leaf can be influenced by economic conditions and imbalances in supply and demand. Economic conditions, including the economic effects of the COVID-19 pandemic, are unpredictable, which, among other economic factors, may result in changes in the patterns of demand for agricultural products and the cost of tobacco production which could impact tobacco leaf prices and tobacco supply. In addition, as consumer demand increases for non-combustible products and decreases for combustible products, the volume of tobacco leaf required for production may decrease. The reduced demand for tobacco leaf may result in the reduced supply and availability of domestic tobacco as growers divert resources to other crops.
Tobacco production in certain countries also is subject to a variety of controls, including government-mandated prices and production control programs.  Moreover, certain types of tobacco are only available in limited geographies, including geographies experiencing political instability or government prohibitions on the import or export of tobacco, and loss of their availability could impair our subsidiaries’ ability to continue marketing existing products or impact adult tobacco consumer product acceptability.

The COVID-19 pandemic also may limit access to and increase the cost of raw materials, component parts and personal protective equipment as U.S. and global suppliers temporarily shut down facilities in order to address exposure to the virus or as a result of a government mandate.

Timing of Sales

In the ordinary course of business, our tobacco subsidiaries are subject to many influences that can impact the timing of sales to customers, including the timing of holidays and other annual or special events, the timing of promotions, customer incentive programs and customer inventory programs, as well as the actual or speculated timing of pricing actions and tax-driven price increases.

53
Table of Contents
Operating Results
Smokeable products segmentProducts Segment

Financial Results
The following table summarizes operating results, includes reported and adjusted OCI margins, and provides a reconciliation of reported OCI to adjusted OCI for the smokeable products segment:
Operating ResultsOperating Results
For the Nine Months Ended September 30,For the Three Months Ended September 30,For the Three Months Ended March 31,
20202019Change20202019Change
(in millions)(in millions)20212020Change
Net revenuesNet revenues$17,522 $16,837 4.1 %$6,313 $6,049 4.4 %Net revenues$5,250 $5,606 (6.4)%
Excise taxesExcise taxes(3,950)(3,998)(1,407)(1,406)Excise taxes(1,121)(1,278)
Revenues net of excise taxesRevenues net of excise taxes$13,572 $12,839 $4,906 $4,643 Revenues net of excise taxes$4,129 $4,328 
Reported OCIReported OCI$7,609 $6,864 10.9 %$2,789 $2,561 8.9 %Reported OCI$2,372 $2,370 0.1 %
Asset impairment, exit and implementation costs— 79 — 4 
NPM Adjustment ItemsNPM Adjustment Items(32)— 
Tobacco and health litigation itemsTobacco and health litigation items73 43 34 3 Tobacco and health litigation items35 22 
COVID-19 special items41 — — — 
Adjusted OCIAdjusted OCI$7,723 $6,986 10.5 %$2,823 $2,568 9.9 %Adjusted OCI$2,375 $2,392 (0.7)%
Reported OCI margins 1
56.1 %53.5 %2.6 pp56.8 %55.2 %1.6 pp
Adjusted OCI margins 1
56.9 %54.4 %2.5 pp57.5 %55.3 %2.2 pp
Reported OCI margins (1)
Reported OCI margins (1)
57.4 %54.8 %2.6 pp
Adjusted OCI margins (1)
Adjusted OCI margins (1)
57.5 %55.3 %2.2 pp
1(1) Reported and adjusted OCI margins are calculated as reported and adjusted OCI, respectively, divided by revenues net of excise taxes.

Three Months Ended March 31, 2021 Compared with Three Months Ended March 31, 2020
Net revenues, which include excise taxes billed to customers, for the nine months ended September 30, 2020 increased $685decreased $356 million (4.1%(6.4%), due primarily to lower shipment volume ($715 million), partially offset by higher pricing ($920368 million), which includes higher promotional investments, partially offset by lower shipment volume ($189 million).

69
Table of Contents
investments.
Reported OCI for the nine months ended September 30, 2020 increased $745 million (10.9%), due primarily towas essentially unchanged, as higher pricing ($920364 million), which includes higher promotional investments, lower costs ($16562 million) and 2019 asset impairment, exitNPM Adjustment Items ($32 million), were mostly offset by lower shipment volume ($428 million) and implementation costs ($79 million)higher per unit settlement charges.
Adjusted OCI decreased $17 million (0.7%), partially offset bydue primarily to lower shipment volume and higher per unit settlement charges, lower shipment volume ($126 million), COVID-19 special items ($41 million) andpartially offset by higher tobacco and health litigation items ($30 million).

Adjusted OCI for the nine months ended September 30, 2020 increased $737 million (10.5%), due primarily to higher pricing, ($920 million), which includes higher promotional investments, and lower costs ($165 million), partially offset by higher per unit settlement chargescosts.
Shipment Volume and lower shipment volume ($126 million).

Net revenues, which include excise taxes billed to customers, for the three months ended September 30, 2020 increased $264 million (4.4%), due primarily to higher pricing ($280 million), which includes higher promotional investments.

Reported OCI for the three months ended September 30, 2020 increased $228 million (8.9%), due primarily to higher pricing ($280 million), which includes higher promotional investments, and lower costs ($58 million), partially offset by higher per unit settlement charges and higher tobacco and health litigation items ($31 million).

Adjusted OCI for the three months ended September 30, 2020 increased $255 million (9.9%), due primarily to higher pricing ($280 million), which includes higher promotional investments, and lower costs ($58 million), partially offset by higher per unit settlement charges.

Retail Share Results
The following table summarizes the smokeable products segment shipment volume performance:
Shipment VolumeShipment Volume
For the Nine Months Ended September 30,For the Three Months Ended September 30,For the Three Months Ended March 31,
20202019Change20202019 Change
(sticks in millions)
(sticks in millions)(sticks in millions)20212020Change
Cigarettes:Cigarettes:Cigarettes:
Marlboro Marlboro67,890 68,347 (0.7)%24,258 24,081 0.7 % Marlboro19,415 21,842 (11.1)%
Other premium Other premium3,496 3,772 (7.3)%1,231 1,302 (5.5)% Other premium981 1,137 (13.7)%
Discount Discount6,205 6,564 (5.5)%2,130 2,349 (9.3)% Discount1,618 2,045 (20.9)%
Total cigarettesTotal cigarettes77,591 78,683 (1.4)%27,619 27,732 (0.4)%Total cigarettes22,014 25,024 (12.0)%
Cigars:Cigars:Cigars:
Black & Mild Black & Mild1,317 1,231 7.0 %468 426 9.9 % Black & Mild479 430 11.4 %
Other Other8 7 14.3 %3 2 50.0 % Other1 2 (50.0)%
Total cigarsTotal cigars1,325 1,238 7.0 %471 428 10.0 %Total cigars480 432 11.1 %
Total smokeable productsTotal smokeable products78,916 79,921 (1.3)%28,090 28,160 (0.2)%Total smokeable products22,494 25,456 (11.6)%

Note: Cigarettes shipment volume includes Marlboro; Other premium brands, such as Virginia Slims, Parliament,, Benson & Hedges and Nat’s; and Discount brands, which include L&M,, Basic and Chesterfield. 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.

7054
Table of Contents    
The following table summarizes cigarettes retail share performance:
Retail ShareRetail Share
For the Nine Months Ended September 30,For the Three Months Ended September 30,For the Three Months Ended March 31,
20202019Percentage Point Change20202019Percentage Point Change20212020Percentage Point Change
Cigarettes:Cigarettes:Cigarettes:
Marlboro Marlboro43.0 %43.3 %(0.3)43.3 %43.3 %—  Marlboro43.1 %42.7 %0.4 
Other premium Other premium2.3 2.5 (0.2)2.3 2.4 (0.1) Other premium2.3 2.3 — 
Discount Discount3.9 4.1 (0.2)3.8 4.0 (0.2) Discount3.6 4.0 (0.4)
Total cigarettesTotal cigarettes49.2 %49.9 %(0.7)49.4 %49.7 %(0.3)Total cigarettes49.0 %49.0 %— 

Note: Retail share results for cigarettes are based on data from IRI/Management Science Associates, Inc., 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 through the Store Tracking Analytical Reporting System (“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.

For a discussion of volume trends and factors that impact volume and retail share performance, see Tobacco Space - Business Environment above.

Three Months Ended March 31, 2021 Compared with the Three Months Ended March 31, 2020
The smokeable products segment’s reported domestic cigarettes shipment volume for the nine months ended September 30, 2020 decreased 1.4%12.0%, driven primarily by retail share losses, partially offset by calendar differencestrade inventory movements, the industry’s rate of decline, one fewer shipping day and inventory trade movements.other factors. When adjusted for calendar differences, trade inventory movements, one fewer shipping day and other factors, the smokeable products segment’s reported domestic cigarettes shipment volume decreased by an estimated 3.5%. When adjusted for the nine months ended September 30, 2020trade inventory movements, one fewer shipping day and other factors, total estimated domestic cigarette industry volumes decreased by an estimated 2%.

When adjustedShipments of premium cigarettes accounted for calendar differences, trade inventory movements92.7% and other factors, estimated total domestic cigarette industry volumes for the nine months ended September 30, 2020 were unchanged.

The smokeable products segment’s reported domestic cigarettes shipment volume for the three months ended September 30, 2020 decreased 0.4%, driven primarily by retail share losses and other factors, partially offset by the industry’s growth rate and trade inventory movements. When adjusted for trade inventory movements,91.8% of the smokeable products segment’s reported domestic cigarettes shipment volume for the three months ended September 30,March 31, 2021 and 2020, decreased by an estimated 1%.

When adjusted for trade inventory movements, estimated total domestic cigarette industry volumes for the three months ended September 30, 2020 increased by 1%.

Shipments of premium cigarettes accounted for 92.0% and 92.3% of smokeable products’ reported domestic cigarettes shipment volume for the nine and three months ended September 30, 2020, respectively, versus 91.7% and 91.5% for the nine and three months ended September 30, 2019, respectively.

Sequentially, Marlboro’s retail share of the total cigarette category for the three months ended September 30, 2020 increased 0.5 share points from the second quarter.

Total cigarettes industry discount category retail share increased 0.40.1 share pointspoint to 24.5% and 0.2 share points to 24.3% for the nine and three months ended September 30, 2020, respectively. Sequentially, total discount retail share decreased 0.3 share points from the second quarter of 2020.25.3%.

Reported cigar shipment volume increased 11.1%.
71
Table of Contents

Pricing Actions
PM USA and Middleton executed the following pricing and promotional allowance actions during 20202021 and 2019:2020:

▪Effective January 24, 2021 PM USA increased the list price on all of its cigarette brands by $0.14 per pack.
▪Effective January 10, 2021, Middleton increased various list prices across substantially all of its cigar brands resulting in a weighted-average increase of approximately $0.07 per five-pack.
▪Effective November 1, 2020 PM USA increased the list price on all of its cigarette brands by $0.13 per pack.
▪Effective June 21, 2020, PM USA increased the list price on all of its cigarette brands by $0.11 per pack.

▪Effective February 16, 2020, PM USA increased the list price on all of its cigarette brands by $0.08 per pack.

▪Effective January 12, 2020, Middleton increased various list prices across substantially all of its cigar brands resulting in a weighted-average increase of approximately $0.08 per five-pack.

55
▪Effective October 20, 2019, PM USA increased the list price on allTable of its cigarette brands by $0.08 per pack.

▪Effective August 4, 2019, Middleton increased various list prices across substantially all of its cigar brands resulting in a weighted-average increase of approximately $0.04 per five-pack.

▪Effective June 16, 2019, PM USA increased the list price on all of its cigarette brands by $0.06 per pack, except for L&M, which had no list price change.

▪Effective February 24, 2019, PM USA increased the list price on MarlboroContents    and L&M by $0.11 per pack and Parliament and Virginia Slims by $0.16 per pack. In addition, PM USA increased the list price on all of its other cigarette brands by $0.31 per pack.

In addition on October 28, 2020, PM USA announced a list price increase effective November 1, 2020 on all of its cigarette brands by $0.13 per pack.

Oral tobacco products segmentTobacco Products Segment

Financial Results
The following table summarizes operating results, includes reported and adjusted OCI margins, and provides a reconciliation of reported OCI to adjusted OCI for the oral tobacco products segment:
Operating ResultsOperating Results
For the Nine Months Ended September 30,For the Three Months Ended September 30,For the Three Months Ended March 31,
20202019Change20202019Change
(in millions)(in millions)20212020Change
Net revenuesNet revenues$1,901 $1,762 7.9 %$640 $620 3.2 %Net revenues$626 $601 4.2 %
Excise taxesExcise taxes(98)(96)(33)(33)Excise taxes(31)(31)
Revenues net of excise taxesRevenues net of excise taxes$1,803 $1,666 $607 $587 Revenues net of excise taxes$595 $570 
Reported OCIReported OCI$1,297 $1,195 8.5 %$436 $417 4.6 %Reported OCI$392 $414 (5.3)%
Asset impairment, exit, implementation and acquisition-related costs6 16 4 5 
COVID-19 special items9 — — — 
Acquisition-related costsAcquisition-related costs37 2 
Adjusted OCIAdjusted OCI$1,312 $1,211 8.3 %$440 $422 4.3 %Adjusted OCI$429 $416 3.1 %
Reported OCI margins 1
71.9 %71.7 %0.2 pp71.8 %71.0 %0.8 pp
Adjusted OCI margins 1
72.8 %72.7 %0.1 pp72.5 %71.9 %0.6 pp
Reported OCI margins (1)
Reported OCI margins (1)
65.9 %72.6 %(6.7) pp
Adjusted OCI margins (1)
Adjusted OCI margins (1)
72.1 %73.0 %(0.9) pp
1(1) Reported and adjusted OCI margins are calculated as reported and adjusted OCI, respectively, divided by revenues net of excise taxes.

Three Months Ended March 31, 2021 Compared with Three Months Ended March 31, 2020
Net revenues, which include excise taxes billed to customers, for the nine months ended September 30, 2020 increased $139$25 million (7.9%), due primarily to higher pricing ($105 million), which includes higher promotional investments, and higher shipment volume ($31 million). Reported OCI for the nine months ended September 30, 2020 increased $102 million (8.5%), due primarily to higher pricing ($105 million), which includes higher promotional investments, and higher volume ($18 million), partially offset by higher investments in on!.

72
Table of Contents
Adjusted OCI for the nine months ended September 30, 2020 increased $101 million (8.3%), due primarily to higher pricing ($105 million), which includes higher promotional investments, and higher volume ($18 million), partially offset by higher investments in on!.

Net revenues, which include excise taxes billed to customers, for the three months ended September 30, 2020 increased $20 million (3.2%(4.2%), due primarily to higher pricing ($26 million), which includes higher promotional investments in on!.
Reported OCI decreased $22 million (5.3%), due primarily to higher costs ($41 million, which includes higher acquisition-related costs), partially offset by lower shipment volume ($8 million). Reportedhigher pricing, which includes higher promotional investments.
Adjusted OCI for the three months ended September 30, 2020 increased $19$13 million (4.6%(3.1%), due primarily to higher pricing, ($26 million), which includes higher promotional investments, partially offset by lower shipment volume ($10 million).higher costs.

Adjusted OCI for the three months ended September 30, 2020 increased $18 million (4.3%),due primarily to higher pricing ($26 million), which includes higher promotional investments, partially offset by lower shipment volume ($10 million).

Shipment Volume and Retail Share Results
The following table summarizes oral tobacco products segment shipment volume performance:
Shipment VolumeShipment Volume
For the Nine Months Ended September 30,For the Three Months Ended September 30,For the Three Months Ended March 31,
20202019Change20202019Change
(cans and packs in millions)
(cans and packs in millions)(cans and packs in millions)20212020Change
CopenhagenCopenhagen395.0 393.1 0.5 %131.1 135.2 (3.0)%Copenhagen122.9 125.0 (1.7)%
SkoalSkoal157.2 164.2 (4.3)%52.3 55.7 (6.1)%Skoal48.2 51.3 (6.0)%
Other1
65.0 51.1 27.2 %23.3 18.1 28.7 %
Other (includes Red Seal and on!)
Other (includes Red Seal and on!)
26.8 20.4 31.4 %
Total oral tobacco productsTotal oral tobacco products617.2 608.4 1.4 %206.7 209.0 (1.1)%Total oral tobacco products197.9 196.7 0.6 %
1 Other includes Red Seal and on!.

Altria’s estimated oral tobacco industry shipment volume for the current and comparable periods includes MST, snus and oral nicotine pouch products.

Note: Oral tobacco products shipment 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 or can, is assumed to be equivalent to one can of MST.
56

Table of Contents
As discussed above, in the first quarter of 2020, Altria’s smokeless products segment was renamed the oral tobacco products segment. Prior to 2020, the smokeless products segment retail share performance and category industry volume estimates included MST and snus products, but excluded oral nicotine pouch products. Altria has restated prior period retail share performance data and estimated category industry volume to reflect the inclusion of oral nicotine pouch products.

The following table summarizes oral tobacco products segment retail share performance (excluding international volume):
Retail ShareRetail Share
For the Nine Months Ended September 30,For the Three Months Ended September 30,For the Three Months Ended March 31,
20202019Percentage Point Change20202019Percentage Point Change20212020Percentage Point Change
CopenhagenCopenhagen32.1 %34.2 %(2.1)31.8 %33.8 %(2.0)Copenhagen30.2 %32.4 %(2.2)
SkoalSkoal14.0 15.2 (1.2)13.6 15.0 (1.4)Skoal12.9 14.4 (1.5)
Other1
4.0 3.4 0.6 4.5 3.5 1.0 
Other (includes Red Seal and on!)
Other (includes Red Seal and on!)
5.0 3.6 1.4 
Total oral tobacco productsTotal oral tobacco products50.1 %52.8 %(2.7)49.9 %52.3 %(2.4)Total oral tobacco products48.1 %50.4 %(2.3)
1 Other includes Red Seal and on!.

Note: 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 MST, snus and oral nicotine pouches. New types of oral tobacco products, as well as new packaging
73
Table of Contents
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 or can, 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.

For a discussion of volume trends and factors that impact volume and retail share performance, see Tobacco Space - Business Environment above.

Three Months Ended March 31, 2021 Compared with the Three Months Ended March 31, 2020
The oral tobacco products segment’s reported domestic shipment volume increased 1.4% for the nine months ended September 30, 2020,0.6%, driven primarily by the industry’s growth rate, partially offset by retail share losses (primarily due to the growth of on! oral nicotine pouches). When adjusted forpouches and trade inventory movements, and other factors, the oral tobacco products segment’s reported domestic shipment volume for the nine months ended September 30, 2020 increased by an estimated 1.5%.

The oral tobacco products segment’s reported domestic shipment volume decreased 1.1% for the three months ended September 30, 2020, driven primarilypartially offset by retail share losses (primarily due to the growth of oral nicotine pouches), calendar differences and trade inventory movements, partially offset by the industry’s growth rate and other factors. When adjusted for calendar differences, trade inventory movements, calendar differences and other factors, the oral tobacco products segment’s reported domestic shipment volume for the three months ended September 30, 2020 increased by an estimated 4%0.5%.

Total oral tobacco products category industry volume increased by an estimated 6.5%5% over the past six months ended March 31, 2021, driven primarily by growth in oral nicotine pouches.

The oral tobacco products segment’s retail share was 50.1% and 49.9%48.1% for the nine and three months ended September 30, 2020, respectively,March 31, 2021 and Copenhagen continued to be the leading oral tobacco brand with retail share of 32.1% and 31.8%30.2% for the nine and three months ended September 30, 2020, respectively.March 31, 2021. Share losses for bothin the oral tobacco products segment, andincluding Copenhagen, were due to the growth of oral nicotine pouches.

In stores withthe first quarter of 2021, Helix expanded the distribution of on! achieved aby an additional 15,000 stores. on! was available in approximately 93,000 stores as of March 31, 2021. on!’s retail share of 2.1 percentage pointsthe total oral tobacco category was 1.7% in the first quarter of 2021, an increase of 0.6% from the fourth quarter of 2020. on!’s retail share of the oral tobacco category in stores with on! distribution was 3.1% for the ninetwelve months ended September 30,March 31, 2021, an increase of 0.7% from the twelve months ended December 31, 2020. Helix continues to expect unconstrained on! manufacturing capacity for the U.S. market by mid-year 2021.

Pricing Actions
USSTC executed the following pricing actions during 20202021 and 2019:2020:

▪Effective March 2, 2021, USSTC increased the list price on its Skoal Blend products by $0.16 per can. USSTC also increased the list price on its Husky, Red Seal and Copenhagen brands and the balance of its Skoal products by $0.08 per can.
▪Effective October 20, 2020, USSTC increased the list price on its Skoal Blend products by $0.15 per can. USSTC also increased the list price on its Husky and Red Seal brands and its Copenhagen and Skoal popular price products by $0.08 per can. In addition, USSTC increased the list price on the balance of its Copenhagen and Skoal products by $0.07 per can.

▪Effective July 21, 2020, USSTC increased the list price on its Skoal Blend products by $0.15 per can.  USSTC also increased the list price on its Husky, Red Seal and Copenhagen brands and the balance of its Skoal products by $0.07 per can.

▪Effective February 18, 2020, USSTC increased the list price on its Skoal X-TRA products by $0.56 per can. USSTC also increased the list price on its Skoal Blend products by $0.16 cents per can and increased the list price on its Husky, Red Seal and Copenhagen brands and the balance of its Skoal products by $0.07 per can.

▪Effective October 22, 2019, USSTC increased the list price on its Skoal X-TRA products and select Copenhagen products by $0.09 per can. USSTC also increased the list price on its Husky and Red Seal brands and the balance of its Copenhagen and Skoal products by $0.04 per can.

▪Effective July 23, 2019, USSTC increased the list price on its Skoal X-TRA products and select Copenhagen products by $0.08 per can. USSTC also increased the list price on its Husky and Red Seal brands and the balance of its Copenhagen and Skoal products by $0.03 per can.
57

▪Effective April 30, 2019, USSTC increased the list price on its Skoal X-TRA products and select Copenhagen products by $0.17 per can.  USSTC also increased the list price on its Husky and Red Seal brands and its Copenhagen and Skoal popular price products by $0.12 per can.  In addition, USSTC increased the list price on the balance of its Copenhagen and Skoal products by $0.07 per can.
74
Table of Contents    


Wine Segment

Business Environment

Ste. Michelle is a producer and supplier of premium varietal and blended table wines and of sparkling wines. Ste. Michelle is a leading producer of Washington state wines, primarily Chateau Ste. Michelle and 14 Hands, and owns wineries in or distributes wines from several other domestic and foreign wine regions. Ste. Michelle holds an 85% ownership interest in Michelle-Antinori, LLC, which owns Stag’s Leap Wine Cellars in Napa Valley. Ste. Michelle also owns Conn Creek in Napa Valley, Patz & Hall in Sonoma and Erath in Oregon. In addition, Ste. Michelle imports and markets Antinori and Villa Maria Estate wineswine and Champagne Nicolas Feuillatte products in the United States. Ste. Michelle works to meet evolving adult consumer preferences over time by developing, marketing and distributing products through innovation.

Ste. Michelle’s business is subject to significant competition, including competition from many larger, well-established domestic and international companies, as well as from many smaller wine producers. Wine segment competition is primarily based on quality, price, consumer and trade wine tastings, competitive wine judging, third-party acclaim and advertising. Substantially all of Ste. Michelle’s sales occur in the United States through state-licensed distributors. Ste. Michelle also sells to domestic consumers through retail and e-commerce channels and exports wines to international distributors.

Adult consumer preferences among alcohol categories and within the wine category can shift due to a variety of factors, including changes in taste preferences, demographics or social trends, and changes in leisure, dining and beverage consumption patterns and economic conditions. Evolving adult consumer preferences pose strategic challenges to the wine category,for Ste. Michelle, which has seen slowing volume growth in the wine category and increases in inventory levels.levels in recent periods. Ste. Michelle has been experiencing product volume demand uncertainty, which has beenwas further negatively impacted in the first nine months of 2020 by the COVID-19 pandemic (including economic uncertainty surrounding the COVID-19 pandemic. Ste. Michelle’sand government actions that restrict direct-to-consumer sales and on-premise sales in restaurants, bars and hospitality venues and on cruise lines have been, and continue to be, negatively impacted by disruptions arising from the COVID-19 pandemic, which also may have an impact on adult wine consumers going forward.sales).

As a result of wine inventory levels significantly exceeding long-term forecasted product volume demand, at March 31, 2020, Ste. Michelle recorded pre-tax charges of $395$392 million inconsisting of (i) the first nine monthswrite-off of 2020. The charges primarily included a $292 million inventory write off($292 million) and (ii) estimated losses of $100 million on future non-cancelable grape purchase commitments recorded in the first quarter of 2020. Ste. Michelle expects to record charges of approximately $20 million in 2020, consisting of inventory disposal costs and other charges.($100 million). For further discussion, see Asset Impairment, Exit and Implementation Costs in Note 3.8. Evolving adult consumer preferences, the current economic downturn, an extended disruption in on-premise sales or facility shutdowns, either voluntary or government-mandated, could result in a further slowdown in the wine category and otherwise have a material adverse effect on Ste. Michelle’s wine business, the consolidated results of operations, cash flows or financial position of Ste. Michelle.

As with other agricultural commodities, grape quality and availability can be influenced by plant disease and infestation, as well as by variations in weather patterns, such as fires and smoke damage from fires, including those caused by climate change. For example, in 2019, freezing temperatures reduced grape production and resulted in fewer grapes being available to Ste. Michelle. Additionally, Ste. Michelle has experienced some impact from the ongoing fires in the western United States. As of October 27, 2020, the impact has not been material to Altria, but Ste. Michelle continues to monitor the situation.

States during 2020.
Federal, state and local governmental agencies regulate the beverage alcohol industry through various means, including licensing requirements, pricing rules, labeling and advertising restrictions, and distribution and production policies. Further regulatory restrictions or additional excise or other taxes on the manufacture and sale of alcoholic beverages could have an adverse effect on Ste. Michelle’s wine business.

7558
Table of Contents    
Operating Results

Financial Results and Shipment Volume
The following table summarizes operating results, includes reported and adjusted OCI margins, and provides a reconciliation of reported OCI to adjusted OCI for the wine segment:
Operating ResultsOperating Results
For the Nine Months Ended September 30,For the Three Months Ended September 30,For the Three Months Ended March 31,
20202019Change20202019Change
(in millions)(in millions)20212020Change
Net revenuesNet revenues$434 $483 (10.1)%$157 $167 (6.0)%Net revenues$150 $146 2.7 %
Excise taxesExcise taxes(14)(15)(5)(5)Excise taxes(4)(4)
Revenues net of excise taxesRevenues net of excise taxes$420 $468 $152 $162 Revenues net of excise taxes$146 $142 
Reported OCI$(347)$50 (100.0)%+$19 $16 18.8 %
Reported OCI (Loss)Reported OCI (Loss)$18 $(379)100.0+ %
Implementation costsImplementation costs395 — 1 — Implementation costs1 392 
Adjusted OCIAdjusted OCI$48 $50 (4.0)%$20 $16 25.0 %Adjusted OCI$19 $13 46.2 %
Reported OCI margins 1
(82.6)%10.7 %(93.3) pp12.5 %9.9 %2.6 pp
Adjusted OCI margins 1
11.4 %10.7 %0.7 pp13.2 %9.9 %3.3 pp
Reported OCI margins (1)
Reported OCI margins (1)
12.3 %(100.0)%+100.0+ pp
Adjusted OCI margins (1)
Adjusted OCI margins (1)
13.0 %9.2 %3.8 pp
1(1) Reported and adjusted OCI margins are calculated as reported and adjusted OCI, respectively, divided by revenues net of excise taxes.taxes.

Three Months Ended March 31, 2021 Compared with Three Months Ended March 31, 2020
Net revenues, which include excise taxes billed to customers, for the nine months ended September 30, 2020 decreased $49increased $4 million (10.1%(2.7%), due primarily to lower shipment volume, partially offset by higher pricing, which includes lower promotional investments. pricing.
Reported OCI for the nine months ended September 30, 2020 decreasedincreased $397 million (100.0%+), due primarily to the2020 inventory-related charges discussed abovein Note 8 (included in implementation costs and charged to cost of sales) and lower shipment volume, partially offset by higher pricing, which includes lower promotional investments, and lower costs.

.
Adjusted OCI for the nine months ended September 30, 2020 decreased $2increased $6 million (4.0%(46.2%), due primarily to lower shipment volume, partially offset by higher pricing which includes lower promotional investments, and lower costs.

Net revenues, which include excise taxes billed to customers, forFor the three months ended September 30, 2020 decreased $10 million (6.0%), due primarily to lower shipment volume. Reported OCI for the three months ended September 30, 2020 increased $3 million (18.8%), due primarily to lower selling, general and administrative costs, partially offset by lower shipment volume.

Adjusted OCI for the three months ended September 30, 2020 increased $4 million (25.0%), due primarily to lower selling, general and administrative costs, partially offset by lower shipment volume.

For the nine and three months ended September 30, 2020,March 31, 2021, Ste. Michelle’s reported wine shipment volume of 5,182 and 1,8851,745 thousand cases decreased 11.4% and 3.9%, respectively.increased 1.7%.

Financial Review

Cash Provided by/Used in Operating Activities

During the first ninethree months of 2020,2021, net cash provided by operating activities was $5,844$3,040 million compared with $5,274$3,129 million during the first ninethree months of 2019.2020. This increasedecrease was due primarily to higherlower net revenues, in the smokeable products and oral tobacco products segments, lower payments as a resultnet of savings from the cost reduction program announced in December 2018 and lower payments for tobacco and health litigation items, partially offset by higher income tax payments, timing of long-term debt interest payments, and lower dividends received from ABI in 2020.

excise taxes.
Altria had a working capital deficit at September 30, 2020March 31, 2021 and December 31, 2019.2020. Altria’s management believes that Altria has the ability to fund working capital deficits with cash provided by operating activities and borrowings through its access to credit and capital markets, as discussed in the Debt and Liquidity section below.
Cash Provided by/Used in Investing Activities
During the first three months of 2021, net cash used in investing activities was $29 million compared with $52 million during the first three months of 2020. This decrease was due primarily to lower capital expenditures.
Cash Provided by/Used in Financing Activities
During the first three months of 2021, net cash used in financing activities was $2,172 million compared with net cash provided by financing activities of $427 million during the first three months of 2020. This change was due primarily to the following:

▪payment of $5.0 billion of Altria senior unsecured notes in connection with the 2021 debt tender offers and redemption and the premiums and fees in connection with the debt tender offers described below and in Note 9;
▪proceeds of $3.0 billion from short-term borrowings in 2020;
▪repurchases of common stock in 2021;
▪higher dividends paid in 2021;
partially offset by:
▪proceeds of $5.5 billion from the issuance of long-term senior unsecured debt used to repurchase and redeem senior unsecured notes in connection with the 2021 debt tender offers and redemption; and
7659
Table of Contents    
Cash Provided by/Used in Investing Activities

During the first nine months of 2020, net cash used in investing activities was $107 million compared with $2,412 million during the first nine months of 2019. This decrease was due primarily to the investment in Cronos in 2019 and Helix’s third quarter 2019 acquisition of Burger Söhne Holding and its subsidiaries as well as certain affiliated companies.

Cash Provided by/Used in Financing Activities

During the first nine months of 2020, net cash used in financing activities was $3,713 million compared with $2,650 million during the first nine months of 2019. This increase was due primarily to the following:

▪proceeds of $16.3 billion from the issuance of long-term senior unsecured notes in 2019;
▪repayment of $1.0 billion in full of Altria senior unsecured notes at scheduled maturity in January 2020; and
▪higher dividends paid in 2020;

partially offset by:
▪repayments of $12.8 billion of short-term borrowings in 2019;
▪proceeds of $2.0 billion from the issuance of long-term senior unsecured notes in 2020;
▪repayment of $1.1 billion in full of Altria senior unsecured notes at scheduled maturity in August 2019; and
▪repurchases of common stock in 2019.

2020.
Debt and Liquidity

Source of Funds - Altria is a holding company. As a result, its access to the operating cash flows of its wholly owned subsidiaries consists of cash received from the payment of dividends and distributions, and the payment of interest on intercompany loans by its subsidiaries. In addition, Altria receives cash dividends on its interest in ABI and will continue to do so as long as ABI pays dividends.
Credit Ratings - Altria’s cost and terms of financing and its access to commercial paper markets may be impacted by applicable credit ratings. The impact of credit ratings on the cost of borrowings under theAltria’s Credit Agreement is discussed below.

in Note 9.
At September 30, 2020,March 31, 2021, the credit ratings and outlook for Altria’s indebtedness by major credit rating agencies were:
Short-term DebtLong-term DebtOutlook
Moody’s Investors Service, Inc. (“Moody’s”) P-2 A3 Stable
Standard & Poor’s RatingsFinancial Services LLC (“Standard & Poor’s”S&P”) A-2BBB Stable
Fitch Ratings Ltd.Inc. F2BBB Stable

Credit Lines- From time to time, Altria has short-term borrowing needs to meet its working capital requirements and generally uses its commercial paper program to meet those needs.

TheAt March 31, 2021, Altria’s Credit Agreement, which is used for general corporate purposes, provides for borrowings up to an aggregate principal amount of $3.0 billion. In March 2020, due to the uncertainty at the time in the global capital markets (including the commercial paper markets) resulting from the COVID-19 pandemic, Altria borrowed the fullhad $3.0 billion available underand Altria was in compliance with the covenants in the Credit Agreement as a precautionary measureAgreement. Altria expects to increase its cash position and preserve financial flexibility. In June 2020, Altria repaidcontinue to meet the full amount outstanding under the Credit Agreement and currently has $3.0 billion available undercovenants in the Credit Agreement. For further discussion, including interest and covenants in the Credit Agreement, see Note 10. Debt to the condensed consolidated financial statements in Item 1 (“Note 10”).9.

Any commercial paper issued by Altria and borrowings under the Credit Agreement are guaranteed by PM USA.
For further discussion, see
Supplemental Guarantor Financial Information below and Note 9.
Financial Market Environment - Altria believes it has adequate liquidity and access to financial resources to meet its anticipated obligations and ongoing business needs in the foreseeable future. Altria monitors the credit quality of its bank group and is not aware of any potential non-performing credit provider in that group.

COVID-19 -Pandemic Due to-Despite the uncertainty surrounding the COVID-19 pandemic, including its duration, severity and ultimate overall impact on the global and U.S. economies and the businesses of Altria’s operating companies, Altria continues to maintain a higher than normal cash balance to preserve its financial flexibility. In addition toincluding some volatility in the borrowing under the Credit Agreement discussed above,commercial paper markets in March 2020, Altria has taken the following actionsnot experienced a material impact to increase its cash position:
▪issued $2.0 billion of long-term senior unsecured notes; and
▪has not repurchased any shares during 2020 (in April 2020, the Board of Directors rescinded the $500 million remaining in its $1.0 billion share repurchase program).
77
Table of Contents

At September 30, 2020, Altria’s receivables primarily reflect sales of wine produced and/or distributed by Ste. Michelle. Altria’s businesses anticipate that the COVID-19 pandemic may present challenges in ensuring timely payment and collection of accounts receivable for some of its customers. Altria will closely monitor these situations and will record an allowance for doubtful accounts against such receivables, if such conditions arise. As of the date of this Form 10-Q, Altria was not aware of any such conditions.

liquidity.
Debt - At September 30, 2020March 31, 2021 and December 31, 2019,2020, Altria’s total debt was $29.3$29.7 billion and $28.0$29.5 billion, respectively. The increase in debt was due to Altria’s May 2020 issuance of USD denominated
In February 2021, Altria issued long-term senior unsecured notes in the aggregate principal amount of $2.0$5.5 billion the(the “Notes”). The net proceeds from whichthe Notes were used (i) to fund the purchase and redemption of certain unsecured notes and payment of related fees and expenses, as described below, and (ii) for other general corporate purposes, which included repayment of the full amount borrowed under the Credit Agreement inpurposes.
During the first quarter of 2020, partially offset by the repayment in full2021, Altria (i) completed debt tender offers to purchase for cash certain of $1.0 billion of Altriaits long-term senior unsecured notes in the aggregate principal amount of $4,042 million and (ii) redeemed all of its outstanding 3.490% Notes due 2022 in an aggregate principal amount of $1.0 billion. As a result, for the three months ended March 31, 2021, Altria recorded pre-tax losses on early extinguishment of debt of $649 million, which included premiums and fees of $623 million and the write-off of related unamortized debt discounts and debt issuance costs of $26 million.
As a result of these debt transactions, Altria reduced its near-term maturity towers and extended the weighted-average maturity of its debt. In addition, the weighted-average coupon interest rate on total long-term debt decreased to 4.0% at scheduled maturity in JanuaryMarch 31, 2021 from 4.1% at December 31, 2020.

For further details on short-term borrowings and long-term debt, including the terms of the Notes, the debt tender offers and the redemption, see Note 10.

9.
Guarantees and Other Similar Matters - As discussed in Note 12,10, Altria and certain of its subsidiaries had unused letters of credit obtained in the ordinary course of business, guarantees (including third-party guarantees) and a redeemable noncontrolling interest outstanding at September 30, 2020.March 31, 2021. From time to time, subsidiaries of Altria also issue lines of credit to affiliated entities. In addition, as discussed below in Supplemental Guarantor Financial Information below,and in Note 9, PM USA has issued guarantees relating to Altria’s obligations under its outstanding debt securities, borrowings under the Credit Agreement and amounts outstanding under the commercial paper program. These items have not had, and are not expected to have, a significant impact on Altria’s liquidity. For further discussion regarding Altria’s liquidity, see the Debt and Liquidity section above.

Payments Under State Settlement Agreements and FDA Regulation - As discussed previously and in Note 12,10, PM USA has entered into State Settlement Agreements with the states and territories of the United States that call for certain payments. In addition, PM USA, Middleton and USSTC are subject to quarterly user fees imposed by the FDA as a result of the FSPTCA.
60
Table of Contents
Altria’s subsidiaries recorded $3.6$1.0 billion and $3.4 billion of charges to cost of sales for the nine months ended September 30, 2020 and 2019, respectively, and $1.3 billion and $1.2$1.1 billion of charges to cost of sales for the three months ended September 30,March 31, 2021 and 2020, and 2019,respectively, in connection with the State Settlement Agreements and FDA user fees. For further discussion of the resolutions of certain disputes with states and territories related to the NPM adjustment provision under the MSA,1998 Master Settlement Agreement, see Health Care Cost Recovery Litigation - NPM Adjustment Disputes in Note 12.

10.
Based on current agreements, 20192020 market share and estimated annual industry volume decline rates, the estimated amounts that Altria’s subsidiaries may charge to cost of sales for payments related to State Settlement Agreements and FDA user fees approximateare $4.5 billion in 2020, $4.3 billion in 2021 and $4.2 billion each year thereafter.on average for the next three years. These amounts exclude the potential impact of any NPM Adjustment Items.

The estimated amounts due under the State Settlement Agreements charged to cost of sales in each year would generally be paid in the following year. The amounts charged to cost of sales for FDA user fees are generally paid in the quarter in which the fees are incurred. As previously stated, the payments due under the terms of the State Settlement Agreements and FDA user fees are subject to adjustment for several factors, including volume, operating income, inflation and certain contingent events and, in general, are allocated based on each manufacturer’s market share. The future payment amounts discussed above are estimates, and actual payment amounts will differ to the extent underlying assumptions differ from actual future results.

Litigation-Related Deposits and Payments - With respect to certain adverse verdicts currently on appeal, to obtain stays of judgments pending appeals, as of September 30, 2020,March 31, 2021, PM USA had posted appeal bonds totaling $61$53 million, which have been collateralized with restricted cash that is included in assets on the condensed consolidated balance sheet.

Although litigation is subject to uncertainty and an adverse outcome or settlement of litigation could have a material adverse effect on the financial position, cash flows or results of operations of PM USA, UST LLC (“UST”) or Altria in a particular fiscal quarter or fiscal year, as more fully disclosed in Note 12,10, management expects cash flow from operations, together with Altria’s access to capital markets, to provide sufficient liquidity to meet ongoing business needs.

78
Table of Contents
Equity and Dividends

In February 2020, Altria granted an aggregate of 0.9 million restricted stock units (“RSUs”) and 0.2 million performance stock units (“PSUs”) to eligible employees. The service restrictions for the RSUs and the PSUs lapse in the first quarter of 2023. In addition, the vesting of the PSUs depends first on Altria’s performance on certain financial metrics over the three-year vesting period. The payout resulting from the performance metrics is then scaled up or down by a total shareholder return (“TSR”) performance multiplier, which depends on Altria’s relative TSR against a predetermined peer group. The market value per share of the RSUs and the PSUs granted was $42.61 and $43.28, respectively, on the date of grant.

During the nine months ended September 30, 2020, 0.6 million shares of RSUs and PSUs vested. The total fair value of RSUs and PSUs that vested during the nine months ended September 30, 2020 was $27 million. The weighted-average grant date fair value per share of these awards was $66.62.

Dividends paid during the first ninethree months of 2021 and 2020 and 2019 were $4,690$1,601 million and $4,498$1,563 million, respectively, an increase of 4.3%2.4%, reflecting a higher dividend rate, partially offset by fewer shares outstanding as a result of shares repurchased by Altria in 2019 under its share repurchase programs.

In July 2020, the Board of Directors declared a 2.4% increase in the quarterly dividend rate to $0.86 per share of Altria common stock versus the previous rate of $0.84 per share.rate. The current annualized dividend rate is $3.44 per share. Altria has amaintains its long-term objective of a dividend payout ratio target of approximately 80% of its adjusted diluted EPS. Future dividend payments remain subject to the discretion of theAltria’s Board of Directors.

Directors (the “Board of Directors” or “Board”).
For a discussion of Altria’s share repurchase programs, see Note 1. Background and Basis of Presentation to the condensed consolidated financial statements in Item 1.

1 and Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds of this Form 10-Q.
New Accounting Guidance Not Yet Adopted

See Note 13.11. New Accounting Guidance Not Yet Adopted to the condensed consolidated financial statements in Item 1 for a discussion of issued accounting guidance applicable to, but not yet adopted by, Altria.

Contingencies

See Note 1210 for a discussion of contingencies.

79
Table of Contents
Supplemental Guarantor Financial Information

PM USA (the “Guarantor”), which is a 100% owned subsidiary of Altria Group, Inc. (the “Parent”), has guaranteed the Parent’s obligations under its outstanding debt securities, borrowings under its Credit Agreement and amounts outstanding under its commercial paper program (the “Guarantees”). Pursuant to the Guarantees, the Guarantor fully and unconditionally guarantees, as primary obligor, the payment and performance of the Parent’s obligations under the guaranteed debt instruments (the “Obligations”), subject to release under certain customary circumstances as noted below.

The Guarantees provide that the Guarantor guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of the Obligations. The liability of the Guarantor under the Guarantees is absolute and unconditional irrespective of: any lack of validity, enforceability or genuineness of any provision of any agreement or instrument relating thereto; any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from any agreement or instrument relating thereto; any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; or any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Parent or the Guarantor.

Under applicable provisions of federal bankruptcy law or comparable provisions of state fraudulent transfer law, the Guarantees could be voided, or claims in respect of the Guarantees could be subordinated to the debts of the Guarantor, if, among other things, the Guarantor, at the time it incurred the Obligations evidenced by the Guarantees:
▪received less than reasonably equivalent value or fair consideration therefore;therefor; and
61
Table of Contents
▪either:
▪was insolvent or rendered insolvent by reason of such occurrence;
▪was engaged in a business or transaction for which the assets of the Guarantor constituted unreasonably small capital; or
▪intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

In addition, under such circumstances, the payment of amounts by the Guarantor pursuant to the Guarantees could be voided and required to be returned to the Guarantor, or to a fund for the benefit of the Guarantor, as the case may be.

The measures of insolvency for purposes of the foregoing considerations will vary depending upon the law applied in any proceeding with respect to the foregoing. Generally, however, the Guarantor would be considered insolvent if:
▪the sum of its debts, including contingent liabilities, was greater than the saleable value of its assets, all at a fair valuation;
▪the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or
▪it could not pay its debts as they become due.

To the extent the Guarantees are voided as a fraudulent conveyance or held unenforceable for any other reason, the holders of the guaranteed debt obligations would not have any claim against the Guarantor and would be creditors solely of the Parent.

The obligations of the Guarantor under the Guarantees are limited to the maximum amount as will not result in the Guarantor’s obligations under the Guarantees constituting a fraudulent transfer or conveyance, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Guarantees. For this purpose, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.

The Guarantor will be unconditionally released and discharged from the Obligations upon the earliest to occur of:

▪the date, if any, on which the Guarantor consolidates with or merges into the Parent or any successor;
▪the date, if any, on which the Parent or any successor consolidates with or merges into the Guarantor;
▪the payment in full of the Obligations pertaining to such Guarantees; and
▪the rating of the Parent’s long-term senior unsecured debt by Standard & Poor’s Ratings ServicesS&P of A or higher.

The Parent is a holding company; therefore, its access to the operating cash flows of its wholly owned subsidiaries consists of
80
Table of Contents
cash received from the payment of dividends and distributions, and the payment of interest on intercompany loans by its subsidiaries. Neither the Guarantor nor other 100% owned subsidiaries of the Parent that are not guarantors of the debt (“Non-Guarantor Subsidiaries”) are limited by contractual obligations on their ability to pay cash dividends or make other distributions with respect to their equity interests.

The following tables include summarized financial information for the Parent and the Guarantor. Transactions between the Parent and the Guarantor (including investment and intercompany balances as well as equity earnings) have been eliminated. The Parent’s and the Guarantor’s intercompany balances with Non-Guarantor Subsidiaries have been presented separately. This summarized financial information is not intended to present the financial position or results of operations of the Parent or the Guarantor in accordance with GAAP.
62

Table of Contents

Summarized Balance Sheets
(in millions of dollars)
ParentGuarantor
September 30, 2020December 31, 2019September 30, 2020December 31, 2019
Assets
Due from Non-Guarantor Subsidiaries$98 $88 $158 $158 
Other current assets4,130 2,155 867 831 
Total current assets$4,228 $2,243 $1,025 $989 
Due from Non-Guarantor Subsidiaries$4,790 $4,790 $— $— 
Other assets16,903 18,129 1,915 1,743 
Total non-current assets$21,693 $22,919 $1,915 $1,743 
Liabilities
Due to Non-Guarantor Subsidiaries$1,121 $846 $664 $514 
Other current liabilities3,430 3,141 4,131 4,288 
Total current liabilities$4,551 $3,987 $4,795 $4,802 
Total non-current liabilities$30,813 $30,422 $1,154 $1,165 

ParentGuarantor
 March 31, 2021December 31, 2020March 31, 2021December 31, 2020
Assets
Due from Non-Guarantor Subsidiaries$125 $112 $199 $199 
Other current assets6,023 4,896 745 734 
Total current assets$6,148 $5,008 $944 $933 
Due from Non-Guarantor Subsidiaries$4,790 $4,790 $— $— 
Other assets17,582 16,883 1,955 1,983 
Total non-current assets$22,372 $21,673 $1,955 $1,983 
Liabilities
Due to Non-Guarantor Subsidiaries$1,047 $1,169 $729 $656 
Other current liabilities3,431 3,688 5,972 4,539 
Total current liabilities$4,478 $4,857 $6,701 $5,195 
Total non-current liabilities$31,394 $30,958 $1,261 $1,268 

Summarized Statements of Earnings (Losses)
(in millions of dollars)
Parent 1
GuarantorFor the Three Months Ended March 31, 2021
For the Nine Months Ended
September 30, 2020		For the Year Ended December 31, 2019For the Nine
Months Ended
September 30, 2020		For the Year Ended December 31, 2019
Parent (1)
Guarantor
Net revenuesNet revenues$— $— $16,783 $21,065 Net revenues$— $4,986 
Gross profitGross profit— — 8,148 9,957 Gross profit— 2,543 
Net earnings (losses)Net earnings (losses)(892)132 5,314 6,344 Net earnings (losses)(452)1,643 
1(1) For the ninethree months ended September 30, 2020 and for the year ended DecemberMarch 31, 2019,2021, net earnings (losses) includes $139$58 million and $124 million, respectively, of intercompany interest income from non-guarantor subsidiaries.
81

Table of Contents
Cautionary Factors That May Affect Future Results

Forward-Looking and Cautionary Statements

We may from time to time make written or oral forward-looking statements, including earnings guidance and other statements contained in filings with the SEC, reports to security holders, press releases and investor webcasts. You can identify these forward-looking statements by use of words such as “strategy,” “expects,” “continues,” “plans,” “anticipates,” “believes,” “will,” “estimates,” “forecasts,” “intends,” “projects,” “goals,” “objectives,” “guidance,” “targets” and other words of similar meaning. You can also identify them by the fact that they do not relate strictly to historical or current facts.

We cannot guarantee that any forward-looking statement will be realized, although we believe we have been prudent in our plans, estimates and assumptions. Achievement of future results is subject to risks, uncertainties and assumptions that may prove to be inaccurate. Should known or unknown risks or uncertainties materialize, or should underlying estimates or assumptions prove inaccurate, actual results could differ materially from those anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements and whether to invest in or remain invested in Altria’s securities. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we are identifying important factors that, individually or in the aggregate, could cause actual results and outcomes to differ materially from those contained in, or implied by, any forward-looking statements made by us;Altria; any such statement is qualified by reference to the following cautionary statements. We elaborate on these important factors and the risks we face throughout this Form 10-Q,
63
Table of Contents
particularly in Item 1A and in the “Business Environment” sectionssection preceding our discussion of the operating results of our subsidiaries’ businesses,segments, and in our publicly filed reports, including our 2019 Form 10-K, our Quarterly Report on Form 10-Q for the period ended March 31, 2020 (“First Quarter 2020 Form 10-Q”) and our Quarterly Report on Form 10-Q for the period ended June 30, 2020 (“Second Quarter 2020 Form 10-Q”).10-K. 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, our subsidiaries’ or 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 consumer purchases as a result of federal, state and local excise tax increases;
▪unfavorable outcomes of any government investigations of Altria, our subsidiaries or investees;
▪a successful challenge to our tax positions;positions or an increase to the corporate income tax rate;
▪the risks related to our and our investees’ international business operations, including failure to prevent violations of various U.S. 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 financial performance and financial condition and on our subsidiaries’ and investees’ ability to continue manufacturing and distributing products, and the impact of health epidemics and pandemics on general economic conditions (including any resulting recession or other economic crisis) and, in turn, adult consumer purchasing behavior, which may be further impacted by any changes in government stimulus or unemployment payments;
▪the failure of our tobacco and wine subsidiaries and our investees 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 tobacco and wine subsidiaries’ and our investees’ continued ability to promote brand equity successfully; to anticipate and respond to evolving adult consumer preferences; to develop, manufacture, market and distribute products that appeal to adult consumers (including, where appropriate, through arrangements with, and investments in third parties); to improve productivity; and to protect or enhance margins through cost savings and price increases;
▪changes, including in economic conditions (due to the COVID-19 pandemic or otherwise), that result in adult consumers choosing lower-priced brands, including discount brands;
▪the unsuccessful commercialization of adjacent products or processes by our tobacco subsidiaries and investees, including innovative tobacco products that may reduce the health risks associated with cigarettes and other traditional tobacco products, and that appeal to adult tobacco consumers;
▪significant changes in price, availability or quality of tobacco, other raw materials or component parts, including as a result of the COVID-19 pandemic;
82
Table of Contents
▪the risks related to the reliance by our tobacco and wine subsidiaries on a few significant facilities and a small number of key suppliers, distributors and distributors,distribution chain service providers, and the risk of an extended disruption at a facility of, or of service by, a supplier, distributor or distributordistribution chain service provider of our tobacco or wine subsidiaries or investees, including as a result of the COVID-19 pandemic;
▪required or voluntary product recalls as a result of various circumstances such as product contamination or FDA or other regulatory action;
▪the failure of our information systems or service providers’ information systems to function as intended, or cyber-attackscyber attacks or security breaches;
▪our inability to attract and retain the best talent due to the impact of decreasing social acceptance of tobacco usage, and tobacco control actions;
▪the adverse effect of acquisitions, investments, dispositions oractions and 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 access to these markets both generally and at current prevailing rates, which may adversely affect our earnings or dividend rate or both;factors;
▪impairment losses as a result of the write down of intangible assets, including goodwill;
▪the risks related to Ste. Michelle’s wine business, including competition, unfavorable changes in grape supply, and changes in adult consumer preferences that have resulted and may continue to result in increased inventory levels and inventory write offs, and governmental regulations;
▪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;
64
Table of Contents
▪the risks related to disruption and uncertainty in the credit and capital markets, including risk of access to these markets both generally and at current prevailing rates, 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 environmental, social and governance ratings;
▪the risk that any challenge to our investment in JUUL, if successful, could result in a broad range of resolutions, such asincluding 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, legislative and regulatory risks at the international, federal, state and local levels, including actions by the FDA, and adverse publicity; potential disruptions to our investees’ management or current or future plans and operations; domestic or international litigation developments, government investigations, tax disputes or otherwise; and impairment of our investments;investment in Cronos and changes in the fair value of our investment in JUUL;
▪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, restrictions on our ability to sell or otherwise transfer our shares of JUUL until December 20, 2024, and non-competition restrictions for the same time period subject to certain exceptions;
▪the adverse effects of risks encountered by ABI in its business, including effects of the COVID-19 pandemic, foreign currency exchange rates and the impact of movements in ABI’s stock price on our equity investment in ABI, including on our reported earnings from and carrying value of our investment in ABI, which could result in impairment of our investment, and the dividends paid by ABI on the shares we own;
▪the risks related to our inability to transfer our equity securities in ABI until October 10, 2021, and, if our ownership percentage decreases below certain levels, the adverse effects of 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 challenges to the tax treatment of the consideration we received in the ABI/SABMiller business combination and the tax treatment of our equity investment; and
▪the risks, including criminal, civil or tax liability for Altria, related to Cronos’sAltria’s or Altria’sCronos’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 to be 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.

83
Table of Contents
Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

At September 30, 2020 and December 31, 2019, theThe fair value of Altria’s long-term debt, all of which is fixed-rate debt, was $33.8 billion and $30.7 billion, respectively. The fair value of Altria’s long-term debt is subject to fluctuations resulting from changes in market interest rates. A 1% increase in market interest rates at September 30, 2020 and December 31, 2019 would decreaseThe following table provides the fair value of Altria’s long-term debt by $2.7 billion and $2.4 billion, respectively. Athe change in fair value based on a 1% increase or decrease in market interest rates at September 30, 2020March 31, 2021 and December 31, 2019 would increase the fair value of Altria’s long-term debt by $3.0 billion and $2.7 billion, respectively.2020:

(in billions)March 31, 2021December 31, 2020
Fair value$32.4 $34.7 
Decrease in fair value from a 1% increase in market interest rates2.9 2.7 
Increase in fair value from a 1% decrease in market interest rates3.3 3.1 
Interest rates on borrowings under the Credit Agreement are expected to be based on the London Interbank Offered Rate (“LIBOR”), or aany mutually agreed upon benchmark rate, plus a percentage based on the higher of the ratings of Altria’s long-term senior unsecured debt from Moody’s and Standard & Poor’s.S&P. The applicable percentage based on Altria’s long-term senior unsecured debt ratings at September 30, 2020 forMarch 31, 2021 borrowings under the Credit Agreement was 1.0%. At September 30, 2020March 31, 2021 and December 31, 2019,2020, Altria had no borrowings under the Credit Agreement.

Equity Price Risk

The estimated fair values of the Fixed-price Preemptive Rights and the Cronos warrant are subject to equity price risk. The Fixed-price Preemptive Rights and warrant are recorded at fair value, which is estimated using Black-Scholes option-pricing
65
Table of Contents
models. The fair values of the Fixed-price Preemptive Rights and Cronos warrant are subject to fluctuations resulting from changes in the quoted market price of Cronos shares, the underlying equity security.

At September 30, 2020, theThe following table provides (i) fair values of the Fixed-price Preemptive Rights and Cronos warrant were $15 millionwarrants and $86 million, respectively. At December 31, 2019,(ii) the change in fair values of the Fixed-price Preemptive Rights and Cronos warrant were $69 million and $234 million, respectively. Avalue based on a 10% increase or decrease in the quoted market price of Cronos shares at September 30, 2020 would increase or decrease the fair values of the Fixed-price Preemptive RightsMarch 31, 2021 and Cronos warrant by approximately $4 million and $17 million, respectively. A 10% increase or decrease in the quoted market price of Cronos shares at December 31, 2019 would increase or decrease the fair values of the Fixed-price Preemptive Rights and Cronos warrant by approximately $13 million and $37 million, respectively.2020:
March 31, 2021December 31, 2020March 31, 2021December 31, 2020
(in millions)Fixed-price Preemptive RightsCronos Warrant
Fair values$38 $24 $235 $139 
Change in fair value based on a 10% increase/decrease in the quoted market price of Cronos shares10 6 45 28 

Item 4. Controls and Procedures.

Procedures
Altria carried out an evaluation, with the participation of Altria’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Form 10-Q. Based upon that evaluation, Altria’s Chief Executive Officer and Chief Financial Officer concluded that Altria’s disclosure controls and procedures are effective.

There have been no changes in Altria’s internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Part II – OTHER INFORMATION

Item 1. Legal Proceedings.

Proceedings
See Note 1210 for a discussion of legal proceedings pending against Altria and its subsidiaries. See also Exhibits 99.1 and 99.2 to this Form 10-Q.

Item 1A. Risk Factors.

Factors
Information regarding Risk Factors appears in Part I, Item 1A. Risk Factors of the 2019 Form 10-K and in Part II, Item 1A. Risk Factors of the First Quarter 2020 Form 10-Q and the Second Quarter 2020 Form 10-Q. Except as set forth below, there10-K. There have been no material changes to the risk factors previously disclosed in the 2019 Form 10-K, the First Quarter 2020 Form 10-Q and the Second Quarter 2020 Form 10-Q.


84
Table of Contents
The expected benefits of the JUUL transaction may not materialize in the expected manner or timeframe or at all.

Regardless of whether antitrust clearance is obtained, the expected benefits of the JUUL transaction may not materialize in the expected manner or timeframe or at all, including due to the risks encountered by JUUL in its business, such as operational risks and regulatory and legislative risks at the international, federal, state and local levels, including actions by the FDA, and adverse publicity due to underage use of e-vapor products and other factors; unanticipated impacts on JUUL’s relationships with employees, customers, suppliers and other third parties; potential disruptions to JUUL’s management or current or future plans and operations; or domestic or international litigation developments, investigations, or otherwise. As discussed in Note 12, JUUL and Altria and/or its subsidiaries, including PM USA, are named as defendants in various individual and class action lawsuits. JUUL also is named in a significant number of additional individual and class action lawsuits to which neither Altria nor its subsidiaries is a party. See Tobacco Space - Business Environment in Item 2 for a discussion of certain FDA-related regulatory risks applicable to the e-vapor category, including the potential removal of certain e-vapor products from the market as a result of FDA enforcement action and the potential denial of new tobacco product applications for e-vapor products. Failure to realize the expected benefits of our JUUL investment could adversely affect the value of the investment.

As discussed in Note 4, in 2019, as part of the preparation of our financial statements for the periods ended September 30, 2019, December 31, 2019 and September 30, 2020, we performed valuations of our investment in JUUL.As a result, we determined that our investment in JUUL was impaired and recorded total non-cash pre-tax impairment charges of $11.2 billion. Of this amount, Altria recorded non-cash pre-tax charges of $4.5 billion in the third quarter of 2019, $4.1 billion in the fourth quarter of 2019, and $2.6 billion in the third quarter of 2020.The third quarter 2019 impairment charge was due primarily to lower e-vapor sales volume assumptions in the U.S. and international markets and a delay in achieving operating margin performance, as compared to the assumptions at the time of the JUUL transaction.The fourth quarter 2019 impairment charge resulted substantially from increased discount rates applied to future cash flow projections, due to the increase in the number and type of legal cases pending against JUUL during the fourth quarter of 2019.The third quarter 2020 impairment charge resulted substantially from our projections of (i) a delay in JUUL’s international market expansion plans resulting in lower JUUL e-vapor sales volume and operating margin performance and (ii) JUUL experiencing downward pressure on revenues and gross margins due to our observed increase in competition in the U.S. e-vapor market. While we believe the September 30, 2020 valuation of $1.6 billion is the appropriate current fair value of our investment, the risks identified in this paragraph, some of which are also further discussed in Note 12 and in Item 2. Tobacco Space - Business Environment, are ongoing with respect to the current fair value.If the fair value of our investment in JUUL continues to decrease, it could have a material adverse effect on Altria’s consolidated financial position or earnings.


10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Proceeds
In July 2019,January 2021, the Board of Directors authorized a new $1.0$2.0 billion share repurchase program. In April 2020, the Board of Directors rescinded the $500 million remaining in thisprogram (the “January 2021 share repurchase program.

program”). Altria expects to complete the January 2021 share repurchase program by June 30, 2022. The timing of share repurchases under this program depends upon marketplace conditions and other factors, and the program remains subject to the discretion of the Board.
Altria’s share repurchase activity for each of the three months in the period ended September 30, 2020,March 31, 2021, was as follows:

Period
Total Number of Shares Purchased (1)
Average Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
July 1-31, 2020235 $41.06 — $— 
August 1-31, 2020— $— — $— 
September 1-30, 202011,035 $43.74 — $— 
11,270 $43.68 — 

Period
Total Number of Shares Purchased (1)
Average Price Paid Per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
January 1-31, 2021— $— — $2,000,000,000 
February 1-28, 20211,862,657 $43.99 1,722,464 $1,924,167,584 
March 1-31, 20215,189,991 $48.01 5,189,991 $1,675,000,043 
7,052,648 $46.95 6,912,455 
(1) The total number of shares purchased representsincludes (a) shares purchased under the January 2021 share repurchase program (which totaled 1,722,464 shares in February and 5,189,991 shares in March) and (b) shares withheld by Altria in an amount equal to the statutory withholding taxes for vested stock-based awards previously granted to eligible employees.


employees (which totaled 140,193 shares in February).
8566
Table of Contents    


Item 6. Exhibits.Exhibits

22.110.1    2015 Stock Compensation Plan for Non-Employee Directors, as amended and restated effective March 31, 2021.

10.2    Form of Restricted Stock Unit Agreement (2021).

10.3    Form of Performance Stock Unit Agreement (2021).

22    Guarantor Subsidiary of the Registrant. Incorporated by reference to Altria Group, Inc.’s Quarterly Report on Form 10-Q for the period ended June 30, 2020 (File No. 1-08940).

31.1    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1    Certification of ChiefChief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Actof 2002.

32.2    Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1     Certain Litigation Matters.

99.2    Trial Schedule for Certain Cases.
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH XBRL Taxonomy Extension Schema.
101.CAL XBRL Taxonomy Extension Calculation Linkbase.
101.DEF XBRL Taxonomy Extension Definition Linkbase.
101.LAB XBRL Taxonomy Extension Label Linkbase.
101.PRE XBRL Taxonomy Extension Presentation Linkbase.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).


8667


Signature
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 thereunto duly authorized.
ALTRIA GROUP, INC.

/s/ SALVATORE MANCUSO
Salvatore Mancuso
Executive Vice President and
Chief Financial Officer
October 30, 2020April 29, 2021
8768