Altria Group, Inc 10-Q for FY2026 Q3
Altria Group, Inc. (MO)
10-Q
2026-10-29
For: 2026-09-30
View Original
Added on
October 29, 2026
About this 10-Q
Altria Group, Inc filed this 10-Q on October 29, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
For the nine months ended September 30, 2026, Altria reported net earnings attributable to Altria of $6,999 million and diluted EPS of $4.18, increases of 20.1% and 21.2%, respectively. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $6.13B
- up 1.0% from $6.07B a year earlier
- Net income
- $2.52B
- up 6.0% from net income of $2.38B a year earlier
- Diluted EPS
- $1.51
- up 7.1% from $1.41 a year earlier
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, 2026
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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(Registrant’s telephone number, including area code)
Not Applicable
(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 Symbols | Name of each exchange on which registered | ||||||
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.
| þ | Accelerated 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, 2026, there were 1,663,436,915 shares outstanding of the registrant’s common stock, par value $0.33 1/3 per share.
ALTRIA GROUP, INC.
TABLE OF CONTENTS
| Page No. | |||||||||||
| PART I - | FINANCIAL INFORMATION | ||||||||||
| Item 1. | Financial Statements (Unaudited) | ||||||||||
| Item 2. | |||||||||||
| Item 3. | |||||||||||
| Item 4. | |||||||||||
| PART II - | OTHER INFORMATION | ||||||||||
| Item 1. | |||||||||||
| Item 1A. | |||||||||||
| Item 2. | |||||||||||
| Item 5. | |||||||||||
| Item 6. | |||||||||||
| Signature | |||||||||||
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Altria Group, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in millions of dollars)
(Unaudited)
______________________________
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Assets | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Receivables | ||||||||||||||
| Inventories: | ||||||||||||||
| Leaf tobacco | ||||||||||||||
| Other raw materials | ||||||||||||||
| Work in process | ||||||||||||||
| Finished product | ||||||||||||||
| Other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Property, plant and equipment, at cost | ||||||||||||||
| Less accumulated depreciation | ||||||||||||||
| Goodwill | ||||||||||||||
| Other intangible assets, net | ||||||||||||||
| Investments in equity securities | ||||||||||||||
| Other assets | ||||||||||||||
| Total Assets | $ | $ | ||||||||||||
See notes to condensed consolidated financial statements.
3
Altria Group, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Continued)
(in millions of dollars, except share and per share data)
(Unaudited)
________________________________________________
| September 30, 2026 | December 31, 2025 | |||||||||||||
| Liabilities | ||||||||||||||
| Current portion of long-term debt | $ | $ | ||||||||||||
| Accounts payable | ||||||||||||||
| Accrued liabilities: | ||||||||||||||
| Marketing | ||||||||||||||
| Settlement charges | ||||||||||||||
| Other | ||||||||||||||
| Dividends payable | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Accrued pension costs | ||||||||||||||
| Accrued postretirement health care costs | ||||||||||||||
| Other liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Contingencies (Note 12) | ||||||||||||||
| Stockholders’ Equity (Deficit) | ||||||||||||||
Common stock, par value $0.33 1/3 per share ( | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Earnings reinvested in the business | ||||||||||||||
| Accumulated other comprehensive losses | ( | ( | ||||||||||||
Cost of repurchased stock ( | ( | ( | ||||||||||||
| Total stockholders’ equity (deficit) attributable to Altria | ( | ( | ||||||||||||
| Noncontrolling interest | ||||||||||||||
| Total stockholders’ equity (deficit) | ( | ( | ||||||||||||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | $ | ||||||||||||
See notes to condensed consolidated financial statements.
4
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, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||
| Excise taxes on products | ||||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||
| Marketing, administration and research costs | ||||||||||||||||||||||||||
| Exit costs | ||||||||||||||||||||||||||
| Impairment of goodwill | ||||||||||||||||||||||||||
| Operating income | ||||||||||||||||||||||||||
| Interest and other debt expense, net | ||||||||||||||||||||||||||
| Net periodic benefit income, excluding service cost | ( | ( | ( | ( | ||||||||||||||||||||||
| (Income) losses from investments in equity securities | ( | ( | ( | ( | ||||||||||||||||||||||
| Earnings before income taxes | ||||||||||||||||||||||||||
| Provision for income taxes | ||||||||||||||||||||||||||
| Net earnings | ||||||||||||||||||||||||||
Net losses attributable to noncontrolling interest | ||||||||||||||||||||||||||
Net earnings attributable to Altria | $ | $ | $ | $ | ||||||||||||||||||||||
| Per share data: | ||||||||||||||||||||||||||
| Basic and diluted earnings per share | $ | $ | $ | $ | ||||||||||||||||||||||
See notes to condensed consolidated financial statements.
5
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, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net earnings | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive earnings (losses), net of deferred income taxes: | |||||||||||||||||||||||
| Benefit plans | |||||||||||||||||||||||
| ABI | ( | ||||||||||||||||||||||
| Currency translation adjustments | ( | ( | |||||||||||||||||||||
| Other comprehensive earnings (losses), net of deferred income taxes | ( | ||||||||||||||||||||||
| Comprehensive earnings | |||||||||||||||||||||||
| Comprehensive losses attributable to noncontrolling interest | |||||||||||||||||||||||
| Comprehensive earnings attributable to Altria | $ | $ | $ | $ | |||||||||||||||||||
See notes to condensed consolidated financial statements.
6
Altria Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity (Deficit)
for the Nine Months Ended September 30, 2026 and 2025
(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 Interest (1) | Total Stockholders’ Equity (Deficit) | ||||||||||||||||||||||||||||||||||||||
Balances, December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||||
| Net earnings (losses) | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Other comprehensive earnings (losses), net of deferred income taxes | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Stock award activity | — | ( | — | — | — | |||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||
Balances, September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||||
Balances, December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Other comprehensive earnings (losses), net of deferred income taxes | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||
Stock award activity | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||
Balances, September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||||
(1) Represents amounts attributable to JTIUH’s noncontrolling interest in Horizon. See Note 1. Background and Basis of Presentation.
See notes to condensed consolidated financial statements.
7
Altria Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity (Deficit)
for the Three Months Ended September 30, 2026 and 2025
(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 Interest (1) | Total Stockholders’ Equity (Deficit) | ||||||||||||||||||||||||||||||||||||||
Balances, June 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||||
| Net earnings (losses) | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Other comprehensive earnings (losses), net of deferred income taxes | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Stock award activity | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Balances, September 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||||
Balances, June 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||||
| Net earnings | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Other comprehensive earnings (losses), net of deferred income taxes | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Stock award activity | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Cash dividends declared ($ | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||
| Repurchases of common stock | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||
Balances, September 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||||||||||
(1) Represents amounts attributable to JTIUH’s noncontrolling interest in Horizon. See Note 1. Background and Basis of Presentation.
See notes to condensed consolidated financial statements.
8
Altria Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in millions of dollars)
(Unaudited)
_____________________
| For the Nine Months Ended September 30, | 2026 | 2025 | ||||||||||||||||||
| Cash Provided by (Used in) Operating Activities | ||||||||||||||||||||
| Net earnings | $ | $ | ||||||||||||||||||
| Adjustments to reconcile net earnings to operating cash flows: | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Deferred income tax provision | ( | |||||||||||||||||||
| Unrecognized tax benefit | ||||||||||||||||||||
| Fair value adjustment for NJOY Transaction contingent payments | ||||||||||||||||||||
| (Income) losses from investments in equity securities | ( | ( | ||||||||||||||||||
| Dividends from ABI | ||||||||||||||||||||
| Exit costs, net of cash paid | ( | |||||||||||||||||||
| Impairment of goodwill | ||||||||||||||||||||
| Cash effects of changes: | ||||||||||||||||||||
| Receivables | ( | ( | ||||||||||||||||||
| Inventories | ( | ( | ||||||||||||||||||
| Accounts payable | ( | |||||||||||||||||||
| Income taxes | ||||||||||||||||||||
| Accrued liabilities and other current assets | ( | ( | ||||||||||||||||||
| Accrued settlement charges | ( | ( | ||||||||||||||||||
| Pension plan contributions | ( | ( | ||||||||||||||||||
| Pension and postretirement, net | ( | ( | ||||||||||||||||||
| Other, net | ||||||||||||||||||||
| Net cash provided by (used in) operating activities | ||||||||||||||||||||
| Cash Provided by (Used in) Investing Activities | ||||||||||||||||||||
| Capital expenditures | ( | ( | ||||||||||||||||||
| Other, net | ( | ( | ||||||||||||||||||
| Net cash provided by (used in) investing activities | ( | ( | ||||||||||||||||||
| Cash Provided by (Used in) Financing Activities | ||||||||||||||||||||
| Long-term debt issued | ||||||||||||||||||||
| Long-term debt repaid | ( | ( | ||||||||||||||||||
| Repurchases of common stock | ( | ( | ||||||||||||||||||
| Dividends paid on common stock | ( | ( | ||||||||||||||||||
| Other, net | ( | ( | ||||||||||||||||||
| Net cash provided by (used in) financing activities | ( | ( | ||||||||||||||||||
Cash, cash equivalents and restricted cash: (1) | ||||||||||||||||||||
| Increase (decrease) | ( | |||||||||||||||||||
| Balance at beginning of period | ||||||||||||||||||||
| Balance at end of period | $ | $ | ||||||||||||||||||
(1) For a reconciliation to our condensed consolidated balance sheets, see Note 13. Additional Financial Statement Information - Cash, Cash Equivalents and Restricted Cash.
See notes to condensed consolidated financial statements.
9
Altria Group, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1. Background and Basis of Presentation
When used in these notes, the terms “Altria,” “we,” “us” and “our” refer to either (i) Altria Group, Inc. and its consolidated subsidiaries or (ii) Altria Group, Inc. only and not its consolidated subsidiaries, as appropriate in the context.
▪Background: At September 30, 2026, our wholly owned subsidiaries included Philip Morris USA Inc. (“PM USA”), which is engaged in the manufacture and sale of cigarettes; John Middleton Co. (“Middleton”), which is engaged in the manufacture and sale of machine-made large cigars and is a wholly owned subsidiary of PM USA; UST LLC (“UST”), which, through its wholly owned subsidiary U.S. Smokeless Tobacco Company LLC (“USSTC”), is engaged in the manufacture and sale of moist smokeless tobacco (“MST”) products; Helix Innovations LLC (“Helix”) and its foreign affiliates (“Helix International”), which are engaged in the manufacture and sale of oral nicotine pouches; and NJOY, LLC (“NJOY”), which is engaged in the manufacture and sale of e-vapor products. We operate primarily within the United States and generate substantially all of our revenue from domestic customers. Other wholly owned subsidiaries included Altria Group Distribution Company (“AGDC”), which provides domestic sales and distribution services to our operating companies, and Altria Client Services LLC (“ALCS”), which provides various support services to our companies in areas such as legal, regulatory, research and product development, consumer engagement, finance, human resources and external affairs. Our access to the operating cash flows of our subsidiaries consists of cash received from the payment of dividends and distributions, and the payment of interest on intercompany loans. At September 30, 2026, our significant subsidiaries were not limited by contractual obligations in their ability to pay cash dividends or make other distributions with respect to their equity interests.
At September 30, 2026, we owned a 75 % economic interest in Horizon Innovations LLC (“Horizon”), a joint venture with JTI (US) Holding, Inc. (“JTIUH”), a subsidiary of Japan Tobacco Inc., which owned the remaining 25 % economic interest. Horizon is responsible for the U.S. marketing and commercialization of heated tobacco stick products owned by either party. At September 30, 2026, Horizon had no products in the U.S. marketplace.
At September 30, 2026, we had investments in Anheuser-Busch InBev SA/NV (“ABI”) and Cronos Group Inc. (“Cronos”). For further discussion of our investments, see Note 4. Investments in Equity Securities.
▪Basis of Presentation: Our interim condensed consolidated financial statements are unaudited. We have prepared these interim condensed consolidated financial statements in conformity with United States generally accepted accounting principles (“GAAP”) and have applied such principles on a consistent basis. We have omitted certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP. Our management believes that all adjustments necessary for a fair statement of the interim results presented have been reflected in our 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.
These condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and related notes, which appear in our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”).
On January 1, 2026, we adopted Accounting Standards Update (“ASU”) 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU No. 2025-05”). This guidance provides a practical expedient for the calculation of current expected credit losses on current accounts receivable and current contract assets that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. We elected to apply this practical expedient upon adoption of ASU No. 2025-05, which had no impact on our condensed consolidated financial statements.
For a description of issued accounting guidance applicable to, but not yet adopted by, us, see Note 14. New Accounting Guidance Not Yet Adopted.
Note 2. Goodwill and Other Intangible Assets, net
Goodwill and other intangible assets, net, were as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| (in millions) | Goodwill | Other Intangible Assets, net | Goodwill | Other Intangible Assets, net | |||||||||||||||||||
| Smokeable products segment | $ | $ | $ | $ | |||||||||||||||||||
| Oral tobacco products segment | |||||||||||||||||||||||
Other (1) | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
(1) Goodwill amounts are comprised of e-vapor reporting unit goodwill related to our 2023 acquisition of NJOY.
10
Other intangible assets consisted of the following:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| (in millions) | Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | |||||||||||||||||||
Indefinite-lived intangible assets | $ | $ | — | $ | $ | — | |||||||||||||||||
Definite-lived intangible assets | |||||||||||||||||||||||
| Total other intangible assets | $ | $ | $ | $ | |||||||||||||||||||
At September 30, 2026, substantially all of our indefinite-lived intangible assets consisted of (i) MST trademarks of $8.5 billion, which consists of Copenhagen, Skoal and other MST trademarks of $4.0 billion, $3.6 billion and $0.9 billion, respectively, from our 2009 acquisition of UST, and (ii) cigar trademarks of $2.6 billion from our 2007 acquisition of Middleton. Definite-lived intangible assets, consisting primarily of intellectual property, certain cigarette trademarks and customer relationships, are amortized over a weighted-average period of approximately 19 years. Pre-tax amortization expense for definite-lived intangible assets was $67 million and $112 million for the nine months ended September 30, 2026 and 2025, respectively, and $21 million and $38 million for the three months ended September 30, 2026 and 2025, respectively.
The changes in goodwill and net carrying amount of intangible assets were as follows:
| For the Nine Months Ended September 30, 2026 | For the Year Ended | ||||||||||||||||||||||
| December 31, 2025 | |||||||||||||||||||||||
| (in millions) | Goodwill | Other Intangible Assets, net | Goodwill | Other Intangible Assets, net | |||||||||||||||||||
Balance at January 1 | $ | $ | $ | $ | |||||||||||||||||||
Changes due to: | |||||||||||||||||||||||
| Acquisitions | |||||||||||||||||||||||
Impairments | ( | (1) | ( | ||||||||||||||||||||
Amortization | — | ( | — | ( | |||||||||||||||||||
| Balance at end of period | $ | $ | $ | $ | |||||||||||||||||||
(1) Comprised of non-cash goodwill impairments of $873 million and $285 million recorded in the first and fourth quarters of 2025, respectively.
We conduct a required annual review of goodwill and indefinite-lived intangible assets for potential impairment as of October 1 of each year, in accordance with our accounting policy, and more frequently if an event occurs or circumstances change that would require us to perform an interim quantitative impairment assessment. There have been no events or changes in circumstances that indicate an interim quantitative impairment assessment was required as of September 30, 2026.
Our annual impairment test of goodwill and indefinite-lived intangible assets as of October 1, 2025 resulted in a non-cash, pre-tax impairment of $970 million to our e-vapor reporting unit’s definite-lived intangible assets and a non-cash impairment of $285 million to our e-vapor reporting unit goodwill, which we recorded in our consolidated statement of earnings for the year ended December 31, 2025.
At September 30, 2026 and December 31, 2025, accumulated impairment losses related to goodwill were $1,158 million, which related to the e-vapor reporting unit.
First Quarter of 2025 E-vapor Reporting Unit Goodwill Impairment
At December 31, 2024, the carrying value of the e-vapor reporting unit goodwill was $1,768 million. The estimated fair value of the e-vapor reporting unit goodwill exceeded its carrying value by approximately 28 % ($0.3 billion). As further discussed in Note 12. Contingencies, Altria and certain of our affiliates, including NJOY, are defendants in lawsuits alleging patent infringement based on the sale of NJOY ACE in the United States. In January 2025, the U.S. International Trade Commission (“ITC”) issued an exclusion order and cease-and-desist orders prohibiting the importation and sale of NJOY ACE in the United States, which became effective on March 31, 2025. As a result, in connection with the preparation of our condensed consolidated financial statements for the period ended March 31, 2025, we concluded a triggering event had occurred and performed an interim impairment assessment. Based on the results of that assessment, we recorded a non-cash goodwill impairment of $873 million during the three months ended March 31, 2025. This impairment was due primarily to (i) lower projected volume and revenue due to NJOY ACE’s removal from the U.S. market and (ii) higher projected costs associated with the commercialization of NJOY’s future e-vapor product portfolio, resulting in lower projected operating margins. As of March 31, 2025, after recording the impairment, the carrying value of goodwill within the e-vapor reporting unit was $895 million. In addition, the carrying value of the e-vapor reporting unit’s net assets (including the effect of intercompany debt), which was negative, approximated its estimated fair value.
11
We used an income approach to estimate the fair value of the e-vapor reporting unit. Due to the presence of uncertainties, our cash flows were based on a range of scenarios that consider certain potential regulatory and market outcomes, including the projected impact of enforcement on illicit flavored disposable e-vapor products. In performing the discounted cash flow analyses, we made various judgments, estimates and assumptions, the most significant of which were volume, price, revenue, income, operating margins, scenario weightings, perpetual growth rate and discount rates. We developed these significant assumptions based on our evaluation of the future state of the e-vapor category, including macroeconomic conditions, governmental actions, and other factors, and based these assumptions on factors specific to NJOY’s business. The discount rates used in performing the valuation ranged from 12.0 % to 15.0 % at March 31, 2025. All significant inputs are classified in Level 3 of the fair value hierarchy.
Note 3. Exit and Implementation Costs
Pre-tax exit and implementation costs consisted of the following:
| Exit Costs | Implementation Costs | Exit Costs | Implementation Costs | ||||||||||||||||||||||||||||||||||||||||||||
| For the Nine Months Ended September 30, | For the Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 (1) | 2025 (3) | 2026 | 2025 | 2026 (2) | 2025 (3) | |||||||||||||||||||||||||||||||||||||||
| USSTC Facilities Consolidation: | |||||||||||||||||||||||||||||||||||||||||||||||
| Oral tobacco products segment | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Optimize & Accelerate initiative: | |||||||||||||||||||||||||||||||||||||||||||||||
| Smokeable products segment | |||||||||||||||||||||||||||||||||||||||||||||||
| Oral tobacco products segment | |||||||||||||||||||||||||||||||||||||||||||||||
Total Optimize & Accelerate initiative | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Amounts are recorded in our condensed consolidated statements of earnings as follows:
(1) Cost of sales ($66 million) and marketing, administration and research costs ($16 million).
(2) Cost of sales ($7 million) and marketing, administration and research costs ($2 million).
(3) Marketing, administration and research costs.
The movement in liabilities related to exit and implementation costs is as follows:
| (in millions) | Exit Costs | Implementation Costs | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2024 | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Charges | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash paid | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Charges (1) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash paid | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at September 30, 2026 | $ | (2) | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1) Implementation costs exclude non-cash asset-related charges associated with the USSTC Facilities Consolidation discussed below.
(2) Represents liabilities for employee separation costs and other exit costs.
USSTC Facilities Consolidation
In May 2026, we announced our plan to transition USSTC’s manufacturing operations at our Nashville, Tennessee plant to a new facility to be constructed on our existing campus in Hopkinsville, Kentucky (“USSTC Facilities Consolidation”). We expect the consolidation to be substantially completed in the first quarter of 2028.
We estimate total pre-tax charges for the USSTC Facilities Consolidation to be approximately $180 million, consisting of employee separation and other associated costs, which will be paid in cash, as well as certain asset-related charges for inventory and machinery and equipment, which are non-cash charges. For the nine months ended September 30, 2026, we incurred pre-tax charges of $87 million, which consisted of non-cash asset-related charges ($63 million), employee separation costs ($20 million) and other exit and implementation costs ($4 million). For the three months ended September 30, 2026, we incurred pre-tax charges of $9 million, which consisted of non-cash asset-related charges ($4 million), employee separation costs ($1 million) and other exit and implementation costs ($4 million).
12
Optimize & Accelerate
In October 2024, we announced a multi-phase Optimize & Accelerate initiative (“Initiative”) designed to modernize our ways of working and enable us to increase our organization’s speed, efficiency and effectiveness by centralizing work, outsourcing certain transactional tasks and streamlining, automating and standardizing processes.
We estimate total pre-tax charges for the Initiative to be approximately $175 million. As of September 30, 2026, total pre-tax charges since the inception of the Initiative were $143 million, consisting of employee separation costs of $46 million and implementation costs of $97 million. We expect to record the majority of the remaining charges by the end of 2027. All of these charges result in cash expenditures and consist of severance payments associated with employee separations, implementation costs for new technology and business advisory services and other costs.
Note 4. Investments in Equity Securities
The carrying amount of our investments consisted of the following:
| (in millions) | September 30, 2026 | December 31, 2025 | ||||||||||||
| ABI | $ | $ | ||||||||||||
| Cronos | ||||||||||||||
| Total | $ | $ | ||||||||||||
(Income) losses from our investments in equity securities consisted of the following:
| For the Nine Months Ended September 30, | For the Three Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
ABI (1) | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
Cronos (1) | ( | ( | ( | |||||||||||||||||||||||
| (Income) losses from investments in equity securities | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
(1) Includes our share of amounts recorded by our investees and additional adjustments, if required, related to (i) the conversion from international financial reporting standards to GAAP and (ii) adjustments to our investments required under the equity method of accounting.
Investment in ABI
At September 30, 2026, we had an approximate 8.1 % ownership interest in ABI, consisting of approximately 125 million restricted shares of ABI (“Restricted Shares”) and approximately 34 million ordinary shares of ABI. Our Restricted Shares:
▪are unlisted and not admitted to trading on any stock exchange;
▪are convertible by us into ordinary shares of ABI on a one -for-one basis;
▪rank equally with ordinary shares of ABI with regards to dividends and voting rights; and
▪have director nomination rights with respect to ABI.
We account for our investment in ABI under the equity method of accounting because we have active representation on ABI’s board of directors and certain ABI board committees. Through this representation, we believe we have the ability to exercise significant influence over the operating and financial policies of ABI and participate in ABI’s policy making processes.
We report our share of ABI’s results using a one-quarter lag because ABI’s results are not available in time for us to record them in the concurrent period.
The fair value of our investment in ABI is based on (i) unadjusted quoted prices in active markets for ABI’s ordinary shares and is 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 is classified in Level 2 of the fair value hierarchy. Because we can convert our Restricted Shares into ordinary shares at our discretion, the fair value of each Restricted Share is based on the value of an ordinary share.
At September 30, 2026, the fair value of our investment in ABI was $11.8 billion, which exceeded its carrying value of $9.0 billion by approximately 31 %. At December 31, 2025, the fair value of our investment in ABI was $10.3 billion, which exceeded its carrying value of $8.3 billion by approximately 24 %.
Investment in Cronos
At September 30, 2026, we had an approximate 42.6 % ownership interest in Cronos, consisting of approximately 157 million shares, which we account for under the equity method of accounting. We report our share of Cronos’s results using a one-quarter lag because Cronos’s results are not available in time for us to record them in the concurrent period.
13
Note 5. Financial Instruments
Our investment in ABI, whose functional currency is the Euro, exposes us to foreign currency exchange risk on the carrying value of our investment. To manage this risk, we may designate Euro denominated unsecured long-term notes (“foreign currency denominated debt”) and certain foreign exchange contracts, including cross-currency swap contracts and forward contracts (collectively, “foreign currency contracts”), as net investment hedges of our investment in ABI. At September 30, 2026 and December 31, 2025, we had no
The aggregate carrying value and fair value of our total long-term debt were as follows:
| (in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Carrying value | $ | $ | |||||||||
| Fair value | |||||||||||
| Foreign currency denominated debt included in long-term debt: | |||||||||||
| Carrying value | |||||||||||
| Fair value | |||||||||||
The fair value of our 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.
Net Investment Hedging
We recognize changes in the carrying value of the foreign currency denominated debt due to changes in the Euro to U.S. dollar exchange rate in accumulated other comprehensive losses related to ABI. We recognized pre-tax (gains) losses of our net investment hedges of $(93 ) million and $391 million for the nine months ended September 30, 2026 and 2025, respectively, and $(20 ) million and $(12 ) million for the three months ended September 30, 2026 and 2025, respectively.
Contingent Payments
In 2023, we acquired NJOY Holdings, Inc. (“NJOY Transaction”). The total consideration for the NJOY Transaction included the fair value of up to $500 million in additional cash payments contingent on receipt of U.S. Food and Drug Administration (“FDA”) authorizations with respect to NJOY ACE menthol ($250 million, paid in 2024 following FDA authorization), blueberry ($125 million) and watermelon ($125 million) pod products.
The changes in the liability associated with contingent payments were as follows:
| For the Nine Months Ended September 30, 2026 | For the Year Ended December 31, 2025 | |||||||||||||
| (in millions) | ||||||||||||||
| Balance at January 1 | $ | $ | ||||||||||||
Change in the fair value of contingent payments (1) | ||||||||||||||
| Balance at end of period | $ | $ | ||||||||||||
(1) These pre-tax charges were recorded in the first quarter of 2025 in marketing, administration and research costs in our condensed consolidated statements of earnings and related to NJOY ACE blueberry and watermelon pod products.
We recognized the liability for contingent payments related to the NJOY Transaction at its estimated fair value as of the acquisition date. We recognize subsequent changes to the fair value in earnings until the contingency is resolved. In determining the estimated fair value, we made certain judgments, estimates and assumptions, the most significant of which was the likelihood of certain potential regulatory outcomes. We classified the liability for contingent payments in Level 3 of the fair value hierarchy.
Customer Financing Arrangement
In the third quarter of 2026, we entered into a line of credit arrangement (“LOC”) with a contract manufacturing customer under which the customer may borrow up to $300 million. There were no outstanding amounts under the LOC at September 30, 2026. Amounts borrowed under the LOC bear interest at a fixed rate. The LOC has a scheduled maturity in December 2029. All amounts borrowed, including any accrued and unpaid interest, are due upon maturity of the LOC. We evaluated the LOC for expected credit losses, and any such reserve was deemed immaterial at September 30, 2026.
14
Note 6. Benefit Plans
Components of Net Periodic Benefit Cost (Income)
Net periodic benefit cost (income) consisted of the following:
| Pension | Postretirement | Pension | Postretirement | ||||||||||||||||||||||||||||||||||||||||||||
| For the Nine Months Ended September 30, | For the Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||||||||||||||||||||
Expected return on plan assets | ( | ( | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Amortization: | |||||||||||||||||||||||||||||||||||||||||||||||
| Net loss (gain) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Prior service cost (credit) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Net periodic benefit cost (income) | $ | $ | ( | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||
Employer Contributions
We make contributions to our pension plans to the extent that the contributions are tax deductible and pay benefits that relate to plans for salaried employees that cannot be funded under Internal Revenue Service (“IRS”) regulations. We made employer contributions of $13 million to our pension plans and did no t make any contributions to our postretirement plans during the nine months ended September 30, 2026. We anticipate making additional employer contributions of up to approximately $40 million to our pension plans and a contribution of up to $100 million to our postretirement plan in 2026. However, the foregoing estimates of 2026 contributions to our pension and postretirement plans are subject to change as a result of changes in tax and other benefit laws, changes in interest rates and asset performance significantly above or below the assumed long-term rate of return for each respective plan.
Note 7. Earnings per Share
We calculated basic and diluted earnings per share (“EPS”) using the following:
| For the Nine Months Ended September 30, | For the Three Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net earnings attributable to Altria | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: Distributed and undistributed earnings attributable to share-based awards | ( | ( | ( | ( | ||||||||||||||||||||||
| Earnings for basic and diluted EPS | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted-average shares for basic and diluted EPS | ||||||||||||||||||||||||||
Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are participating securities and, therefore, are included in our EPS calculation pursuant to the two-class method.
15
Note 8. Other Comprehensive Earnings/Losses
Changes in each component of accumulated other comprehensive losses, net of deferred income taxes, attributable to Altria were as follows:
| For the Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||
| (in millions) | Benefit Plans | ABI | Currency Translation Adjustments | Accumulated Other Comprehensive Losses | ||||||||||||||||||||||
| Balances, December 31, 2025 | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||
Other comprehensive earnings (losses) before reclassifications | ( | |||||||||||||||||||||||||
| Deferred income taxes | ( | ( | ||||||||||||||||||||||||
Other comprehensive earnings (losses) before reclassifications, net of deferred income taxes | ( | |||||||||||||||||||||||||
| Amounts reclassified to net earnings | ||||||||||||||||||||||||||
| Deferred income taxes | ( | ( | ( | |||||||||||||||||||||||
| Amounts reclassified to net earnings, net of deferred income taxes | ||||||||||||||||||||||||||
| Other comprehensive earnings (losses), net of deferred income taxes | (1) | ( | ||||||||||||||||||||||||
| Balances, September 30, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| For the Three Months Ended September 30, 2026 | ||||||||||||||||||||||||||
| (in millions) | Benefit Plans | ABI | Currency Translation Adjustments | Accumulated Other Comprehensive Losses | ||||||||||||||||||||||
Balances, June 30, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
Other comprehensive earnings (losses) before reclassifications | ( | |||||||||||||||||||||||||
| Deferred income taxes | ( | ( | ||||||||||||||||||||||||
Other comprehensive earnings (losses) before reclassifications, net of deferred income taxes | ( | |||||||||||||||||||||||||
| Amounts reclassified to net earnings | ( | |||||||||||||||||||||||||
| Deferred income taxes | ( | ( | ||||||||||||||||||||||||
| Amounts reclassified to net earnings, net of deferred income taxes | ( | |||||||||||||||||||||||||
| Other comprehensive earnings (losses), net of deferred income taxes | (1) | ( | ||||||||||||||||||||||||
| Balances, September 30, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
16
| For the Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| (in millions) | Benefit Plans | ABI | Currency Translation Adjustments | Accumulated Other Comprehensive Losses | ||||||||||||||||||||||
| Balances, December 31, 2024 | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||
Other comprehensive earnings (losses) before reclassifications | ( | ( | ||||||||||||||||||||||||
| Deferred income taxes | ||||||||||||||||||||||||||
Other comprehensive earnings (losses) before reclassifications, net of deferred income taxes | ( | ( | ||||||||||||||||||||||||
| Amounts reclassified to net earnings | ( | ( | ||||||||||||||||||||||||
| Deferred income taxes | ( | |||||||||||||||||||||||||
| Amounts reclassified to net earnings, net of deferred income taxes | ( | ( | ||||||||||||||||||||||||
| Other comprehensive earnings (losses), net of deferred income taxes | ( | (1) | ( | |||||||||||||||||||||||
| Balances, September 30, 2025 | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||
| For the Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| (in millions) | Benefit Plans | ABI | Currency Translation Adjustments | Accumulated Other Comprehensive Losses | ||||||||||||||||||||||
Balances, June 30, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
Other comprehensive earnings (losses) before reclassifications | ||||||||||||||||||||||||||
| Deferred income taxes | ( | ( | ||||||||||||||||||||||||
Other comprehensive earnings (losses) before reclassifications, net of deferred income taxes | ||||||||||||||||||||||||||
| Amounts reclassified to net earnings | ( | ( | ||||||||||||||||||||||||
| Deferred income taxes | ||||||||||||||||||||||||||
| Amounts reclassified to net earnings, net of deferred income taxes | ( | ( | ||||||||||||||||||||||||
| Other comprehensive earnings (losses), net of deferred income taxes | (1) | |||||||||||||||||||||||||
| Balances, September 30, 2025 | $ | ( | $ | ( | $ | $ | ( | |||||||||||||||||||
(1) Primarily reflects our share of ABI’s currency translation adjustments and the impact of our designated net investment hedges related to our investment in ABI. For further discussion of designated net investment hedges, see Note 5. Financial Instruments.
17
Pre-tax amounts by component, reclassified from accumulated other comprehensive losses to net earnings were as follows:
| For the Nine Months Ended September 30, | For the Three Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
Benefit Plans: (1) | ||||||||||||||||||||||||||
| Net loss | $ | $ | $ | $ | ||||||||||||||||||||||
| Prior service credit | ( | ( | ( | ( | ||||||||||||||||||||||
ABI (2) | ( | ( | ( | |||||||||||||||||||||||
| Pre-tax amounts reclassified from accumulated other comprehensive losses to net earnings | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
(1) Amounts are included in net periodic benefit income, excluding service cost. For further details, see Note 6. Benefit Plans.
(2) Amounts are included in (income) losses from investments in equity securities.
Note 9. Segment Reporting
At September 30, 2026, our reportable segments were (i) smokeable products, consisting of combustible cigarettes and machine-made large cigars; and (ii) oral tobacco products, consisting of MST products and oral nicotine pouches.
For the year ended December 31, 2025, we concluded that our e-vapor products operating segment met the quantitative threshold for presentation as a reportable segment in accordance with Accounting Standards Codification 280, Segment Reporting (“ASC 280”), as a result of the non-cash impairments of e-vapor reporting unit goodwill and related definite-lived intangible assets recorded in 2025. For further discussion of non-cash impairments, see Note 2. Goodwill and Other Intangible Assets, net. As a result, in our 2025 Form 10-K, we presented e-vapor products as a reportable segment (previously in our all other category) and recast segment information for comparative periods. During the first quarter of 2026, we concluded that the e-vapor products operating segment was not expected to be of continuing significance and did not meet the quantitative thresholds as prescribed under ASC 280 for separate reportable segments. As such, the e-vapor products operating segment is no longer considered a reportable segment, and we included the e-vapor products operating segment results in our all other category for all periods presented.
At September 30, 2026, our all other category included (i) e-vapor products, consisting of our NJOY business; (ii) Horizon; (iii) Helix International; and (iv) other business activities, which primarily consists of research and development expense related to certain new product platforms and technologies.
Altria’s Chief Executive Officer is our chief operating decision maker (“CODM”). Our measure of segment profitability is segment operating companies income (loss) (“OCI”), which is defined as operating income before general corporate expenses and amortization of intangibles. Our CODM uses OCI for planning, forecasting and evaluating business and financial performance of the segments, including allocating capital and other resources to our segments and evaluating results relative to employee compensation targets. Interest and other debt expense, net, along with net periodic benefit income, 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 our CODM. We do not disclose information about total assets by segment because such information is not reported to or used by our CODM. Segment goodwill and other intangible assets, net, are disclosed in Note 2. Goodwill and Other Intangible Assets, net.
18
Segment data were as follows:
| For the Nine Months Ended September 30, | For the Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||||
| Net revenues: | |||||||||||||||||||||||||||||||||||
| Smokeable products | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Oral tobacco products | |||||||||||||||||||||||||||||||||||
| All other | ( | ( | |||||||||||||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Earnings before income taxes: | |||||||||||||||||||||||||||||||||||
| OCI: | |||||||||||||||||||||||||||||||||||
| Smokeable products | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Oral tobacco products | |||||||||||||||||||||||||||||||||||
| All other | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Amortization of intangibles | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| General corporate expenses | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Operating income | |||||||||||||||||||||||||||||||||||
| Interest and other debt expense, net | |||||||||||||||||||||||||||||||||||
| Net periodic benefit income, excluding service cost | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| (Income) losses from investments in equity securities | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Earnings before income taxes | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Smokeable products segment OCI consisted of the following, including expenses under the significant expense principle in accordance with GAAP:
| For the Nine Months Ended September 30, | For the Three Months Ended September 30, | ||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||||||||
Settlement charges (1) | ( | ( | ( | ( | |||||||||||||||||||||||||
| Excise taxes on products sold | ( | ( | ( | ( | |||||||||||||||||||||||||
Other segment items (2) | ( | ( | ( | ( | |||||||||||||||||||||||||
| Operating companies income | $ | $ | $ | $ | |||||||||||||||||||||||||
(1) Represents charges related to State Settlement Agreements included in cost of sales. For additional information, see Health Care Cost Recovery Litigation in Note 12. Contingencies.
(2) Other segment items includes manufacturing, marketing, administration and research costs, FDA user fees and other costs.
For the oral tobacco products segment, we did not identify any expenses under the significant expense principle in accordance with GAAP. Other segment items for our oral tobacco products segment include manufacturing, marketing, administration and research costs and excise taxes on products sold. Total oral tobacco products other segment items were $820 million and $706 million for the nine months ended September 30, 2026 and 2025, respectively, and $254 million and $230 million for the three months ended September 30, 2026 and 2025, respectively. The CODM reviews total oral tobacco products segment expenses in the aggregate in conjunction with the review of budget-to-actual OCI variances to manage segment operations.
19
Details of our depreciation expense and capital expenditures were as follows:
| For the Nine Months Ended September 30, | For the Three Months Ended September 30, | ||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Depreciation expense: | |||||||||||||||||||||||||||||
| Smokeable products | $ | $ | $ | $ | |||||||||||||||||||||||||
| Oral tobacco products | |||||||||||||||||||||||||||||
| General corporate and other | |||||||||||||||||||||||||||||
| Total depreciation expense | $ | $ | $ | $ | |||||||||||||||||||||||||
| Capital expenditures: | |||||||||||||||||||||||||||||
| Smokeable products | $ | $ | $ | $ | |||||||||||||||||||||||||
| Oral tobacco products | |||||||||||||||||||||||||||||
| General corporate and other | |||||||||||||||||||||||||||||
| Total capital expenditures | $ | $ | $ | $ | |||||||||||||||||||||||||
The comparability of OCI for our reportable segments was affected by the following:
▪Exit and Implementation Costs: We recorded exit and implementation costs of $106 million and $43 million for the nine months ended September 30, 2026 and 2025, respectively, and $12 million and $13 million for the three months ended September 30, 2026 and 2025, respectively. For further discussion and a breakdown of these costs by segment, see Note 3. Exit and Implementation Costs.
▪Tobacco and Health and Certain Other Litigation Items: We recorded pre-tax charges related to tobacco and health and certain other litigation items as follows:
| For the Nine Months Ended September 30, | For the Three Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Smokeable products segment | $ | $ | $ | $ | |||||||||||||||||||
| General corporate expenses | ( | ||||||||||||||||||||||
Interest and other debt expense, net | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
We recorded the amounts shown in the table above in our smokeable products segment and general corporate expenses in marketing, administration and research costs in our condensed consolidated statements of earnings. For further discussion, see Note 12. Contingencies.
Note 10. Debt
Short-term Borrowings and Borrowing Arrangements
At September 30, 2026 and December 31, 2025, we had no
At September 30, 2026, we had availability under our senior unsecured 5-year revolving credit agreement (“Credit Agreement”) for borrowings of up to an aggregate principal amount of $3.0 billion. In October 2026, we entered into an extension agreement to extend the expiration of our Credit Agreement from October 24, 2029 to October 24, 2030. All other terms and conditions remain in full force and effect. We intend to use any borrowings under our Credit Agreement for general corporate purposes.
Our Credit Agreement includes various covenants, one of which requires us to maintain a ratio of Consolidated EBITDA (earnings before interest, taxes, depreciation and amortization) to Consolidated Interest Expense of not less than 4.0 to 1.0, calculated for the four most recent fiscal quarters. At September 30, 2026, we were in compliance with our covenants in our Credit Agreement. The terms “Consolidated EBITDA” and “Consolidated Interest Expense,” each as defined in our Credit Agreement, include certain adjustments.
PM USA guarantees any borrowings under our Credit Agreement and any amounts outstanding under our commercial paper program.
Long-term Debt
The aggregate carrying value of our total long-term debt at September 30, 2026 and December 31, 2025 was $24.1 billion and $25.7 billion, respectively.
In September 2026, we repaid in full at maturity our 2.625 % senior unsecured notes in the aggregate principal amount of $0.5 billion.
20
In February 2026, we repaid in full at maturity our 4.400 % senior unsecured notes in the aggregate principal amount of approximately $1.1 billion.
At September 30, 2026 and December 31, 2025, accrued interest on long-term debt of $207 million and $425 million, respectively, was included in other accrued liabilities on our condensed consolidated balance sheets.
For a discussion of the fair value of our long-term debt and the designation of our Euro denominated senior unsecured notes as a net investment hedge of our investment in ABI, see Note 5. Financial Instruments.
Note 11. Income Taxes
The income tax rates for the nine and three months ended September 30, 2026 were 22.9 % and 23.6 %, respectively. The income tax rates for the nine and three months ended September 30, 2025 were 26.0 % and 22.8 %, respectively.
The income tax rate decreased 3.1 percentage points for the nine months ended September 30, 2026, due primarily to the non-deductible impairment of the e-vapor reporting unit goodwill in 2025 and tax benefits related to the effective settlement with the IRS in May 2026 of our audit for the 2017 tax year. For further discussion of the non-deductible impairment, see Note 2. Goodwill and Other Intangible Assets, net.
The settlement in May 2026 excluded our refund claim for the 2017 tax year, based on the Tax Cuts and Jobs Act of 2017’s removal of downward attribution rules relevant to our investment in ABI. In September 2025, this refund claim was denied by the U.S. District Court for the Eastern District of Virginia, and we are pursuing all available appellate remedies.
Note 12. Contingencies
Legal proceedings covering a wide range of matters are pending or threatened in various United States and foreign jurisdictions against Altria and certain of our subsidiaries, including PM USA and NJOY, as well as our indemnitees. Various types of claims may be raised in these proceedings, including product liability, unfair trade practices, antitrust, tax liability, contraband shipments, patent infringement, employment matters, environmental 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, demonstrates 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, we 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, under certain circumstances, we may have to pay more than our proportionate share of any bonding- or judgment-related amounts. Furthermore, in those cases where plaintiffs are successful, we also may be required to pay interest and attorneys’ fees.
Although PM USA historically has 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. 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 we cannot predict the outcome of such challenges, it is possible that our condensed consolidated results of operations, cash flows or financial position could be materially affected in a particular fiscal quarter or fiscal year by an unfavorable outcome of one or more such challenges.
We record provisions in our condensed consolidated financial statements for pending litigation when we 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. 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 our condensed consolidated financial statements for unfavorable outcomes, if any. Litigation defense costs are expensed as incurred.
We have achieved substantial success in managing litigation. Nevertheless, litigation is subject to uncertainty and significant challenges remain. It is possible that our condensed consolidated results of operations, cash flows or financial position could be materially affected in a particular fiscal quarter or fiscal year by an unfavorable outcome or settlement of certain pending litigation. We believe, and have been so advised by counsel handling the respective cases, that we have valid defenses to the litigation pending against us, as well as
21
valid bases for appeal of adverse verdicts. We have defended, and will continue to defend, vigorously against litigation challenges. However, we may enter into settlement discussions in particular cases if we believe it is in our best interests to do so.
Judgments Paid and Provisions for Tobacco and Health (Including Engle Progeny Litigation) and Certain Other Litigation Items: The changes in our accrued liability for tobacco and health and certain other 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, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Accrued liability for tobacco and health and certain other litigation items at beginning of period | $ | $ | $ | $ | ||||||||||||||||||||||
| Pre-tax charges for: | ||||||||||||||||||||||||||
Tobacco and health and certain other litigation (1) | ||||||||||||||||||||||||||
JUUL-related settlements (2) | ( | |||||||||||||||||||||||||
| Related interest costs | ||||||||||||||||||||||||||
| Payments | ( | ( | ( | ( | ||||||||||||||||||||||
| Accrued liability for tobacco and health and certain other litigation items at end of period | $ | $ | $ | $ | ||||||||||||||||||||||
(1) Includes judgments, settlements and fee disputes associated with tobacco and health and certain other litigation.
(2) Includes the settlement of certain e-vapor product litigation relating to JUUL e-vapor products. See E-vapor Product Litigation below for a discussion of these settlements.
The accrued liability for tobacco and health and certain other litigation items, including related interest costs, was included in accrued liabilities and other liabilities on our condensed consolidated balance sheets. Pre-tax charges except for related interest costs were included in marketing, administration and research costs in our condensed consolidated statements of earnings. Pre-tax charges for related interest costs were included in interest and other debt expense, net in our condensed consolidated statements of earnings.
Since October 2004, PM USA has paid judgments and settlements (including related costs and fees) totaling approximately $1.2 billion and interest totaling approximately $249 million as of September 30, 2026. These amounts include payments for Engle progeny judgments (and related costs and fees) totaling approximately $454 million and related interest totaling approximately $62 million.
Security for Judgments: To obtain stays of judgments pending appeal, PM USA has posted various forms of security. As of September 30, 2026, PM USA has posted appeal bonds totaling approximately $10 million, which have been collateralized with restricted cash and are included in assets on our condensed consolidated balance sheets.
Overview of Tobacco-Related Litigation
Types and Number of U.S. Cases: 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 RICO, fraud, failure to warn, design defect, negligence, antitrust, patent infringement 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.
22
The table below lists the number of certain tobacco-related cases pending in the United States against us as of:
| October 26, 2026 | October 27, 2025 | October 28, 2024 | |||||||||||||||
Individual Smoking and Health Cases (1) | |||||||||||||||||
| Health Care Cost Recovery Actions | |||||||||||||||||
E-vapor Cases(2) | |||||||||||||||||
Other Tobacco-Related Cases (3) | |||||||||||||||||
(1) Includes as of October 26, 2026, 50 cases filed in Illinois, three cases filed in New Mexico, 109 cases filed in Massachusetts, five cases filed in Oregon, eight cases filed in Hawaii, 10 cases filed in the U.S. Virgin Islands, 57 cases filed in Pennsylvania and 12 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 class (these Engle progeny cases are discussed below in Smoking and Health Litigation - Engle Progeny Cases).
(2) In May 2023, we reached agreement on terms to resolve the majority of the Multidistrict Litigation lawsuits, and, in March 2024, the court granted final approval of the settlement. Pending final dismissal of these cases, as of October 26, 2026, the remaining cases include 20 individual cases that opted out of the settlement, four class action lawsuits pending in Canada and one individual state court case relating the Multidistrict Litigation. For further discussion of the Multidistrict Litigation settlement, see E-vapor Product Litigation below.
(3) See Certain Other Tobacco-Related Litigation below.
International Tobacco-Related Cases: As of October 26, 2026, Altria is named as a defendant in four e-vapor class action lawsuits in Canada. In July 2026, the court in one of those lawsuits in British Columbia certified a nationwide class of residents who used and directly or indirectly purchased JUUL e-vapor products in Canada for purposes that were primarily personal starting in August 2018. The class seeks compensatory and punitive damages for, among other things, personal injuries allegedly suffered from using JUUL e-vapor products. Altria has appealed the class certification order. PM USA is a named defendant in two health care cost recovery actions in Canada, both of which also name Altria as a defendant. See Smoking and Health Litigation - Other Smoking and Health Class Actions below for a discussion of the smoking and health class actions filed in various Canadian Provinces. Also, see Guarantees and Other Similar Matters below for a discussion of the Distribution Agreement (defined below) between Altria and PMI that provides for indemnities for certain liabilities concerning tobacco products.
Tobacco-Related Cases Set for Trial: As of October 26, 2026, no Engle progeny cases, one individual smoking and health case and no e-vapor cases are set for trial through December 31, 2026. Trial dates are subject to change.
Trial Results: Since January 1999, excluding the Engle progeny cases (separately discussed below), verdicts have been returned in 89 tobacco-related cases in which PM USA was a defendant. Verdicts in favor of PM USA and other defendants were returned in 54 of the 89 cases. Of the 35 non-Engle progeny cases in which verdicts were returned in favor of plaintiffs, 30 have reached final resolution.
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 26, 2026.
Smoking and Health Litigation
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, comparative fault and/or contributory negligence, statutes of limitations and preemption by the Federal Cigarette Labeling and Advertising Act.
Non-Engle Progeny Litigation: The charts below summarize the verdicts in and post-trial status of certain non-Engle progeny smoking and health cases in which verdicts were returned in favor of plaintiffs. The first chart lists cases that are pending as of October 26, 2026 where PM USA has recorded a provision in its condensed consolidated financial statements because we have determined that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. The second chart lists cases that are pending as of October 26, 2026 where PM USA has determined an unfavorable outcome is not probable and the amount of loss cannot be reasonably estimated, and the third chart lists cases that have concluded in the past 12 months where PM USA paid a final judgment. In this Note 12. Contingencies, references to “R.J. Reynolds” are to R.J. Reynolds Tobacco Company. 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. A chart listing certain verdicts for plaintiffs in pending Engle progeny cases can be found in Smoking and Health Litigation - Engle Progeny Trial Results below.
23
Currently Pending Non-Engle Cases with Accrued Liabilities
(rounded to nearest $ million)
| Plaintiff | Verdict Date | Defendant(s) | State | Compensatory Damages (1) | Punitive Damages (PM USA) | Post-Trial Status | Accrual (1) | ||||||||||||||||
| Fontaine | September 2022 | PM USA | MA | $ | $ | The Massachusetts Supreme Judicial Court affirmed the judgment. PM USA has requested review by the U.S. Supreme Court. | $ | ||||||||||||||||
(1) Accrual amounts include interest and associated costs, if applicable. For any cases with multiple defendants, accrual amounts reflect the portion of compensatory damages PM USA believes it will have to pay if the case is ultimately decided in plaintiff’s favor after taking into account any portion potentially payable by the other defendant.
Currently Pending Non-Engle Cases with Verdicts against PM USA
(rounded to nearest $ million)
| Plaintiff | Verdict Date | Defendant(s) | State | Compensatory Damages (1) | Punitive Damages (PM USA) | Post-Trial Status | ||||||||||||||
| Thompson | September 2026 | PM USA | IL | $ (<$1 million) | $ | PM USA has filed post trial motions and will, if necessary, appeal. | ||||||||||||||
| Ogbebor | September 2026 | PM USA | IL | <$ | $ | PM USA has filed post trial motions and will, if necessary, appeal. | ||||||||||||||
| Petruzziello | November 2025 | PM USA R.J. Reynolds | MA | <$ | $ | Plaintiff has filed a notice of appeal. | ||||||||||||||
| Perez-Trinidad | October 2025 | PM USA R.J. Reynolds | MA | $ | $ | PM USA’s and R.J. Reynolds’ appeals remain pending. | ||||||||||||||
| Amaral | March 2025 | PM USA R.J. Reynolds | MA | $ | $ | PM USA’s and R.J. Reynolds’ appeals remain pending. | ||||||||||||||
(1) PM USA’s portion of the compensatory damages award is noted parenthetically where the court has ruled that comparative fault applies.
Non-Engle Cases Concluded in Past 12 Months
(rounded to nearest $ million)
| Plaintiff | Verdict Date | Defendant(s) | State | Payment Amount for Damages (if any) | ||||||||||
| Taylor | August 2024 | PM USA | OR | <$ | ||||||||||
| Ricapor-Hall | August 2023 | PM USA | HI | $ | ||||||||||
Engle Progeny Cases: Engle progeny cases are individual smoking and health lawsuits filed by Florida resident plaintiffs against one or more cigarette manufacturer defendants. The lawsuits arose following the Florida Supreme Court’s decertification of the class in Engle, et. al. v. R.J. Reynolds Tobacco Co., et. al., a smoking and health class action lawsuit filed in Florida state court against multiple defendants, including PM USA, in which the jury returned a verdict in favor of the plaintiff class and the trial court assessed punitive damages against the defendants. In July 2006, the Florida Supreme Court mandated that the trial court’s 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. Plaintiffs in Engle progeny lawsuits are entitled to rely on certain liability findings from the class action lawsuit, substantially reducing each plaintiff’s burden of proof. These liability findings stipulate: (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 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; (vi) that defendants sold or supplied cigarettes that were defective; and (vii) that defendants were negligent.
Pending Engle Progeny 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 26, 2026, approximately 42 state court cases were pending against PM USA or Altria. Each federal Engle progeny case has been resolved.
Engle Progeny Trial Results: As of October 26, 2026, 148 federal and state Engle progeny cases involving PM USA have resulted in verdicts. Eighty-eight were returned in favor of plaintiffs, one of which has been reversed post-trial or on appeal and remains pending. Sixty verdicts were returned in favor of PM USA. In addition, there have been a number of mistrials, only some of which have resulted in new trials as of October 26, 2026.
Post-trial activity in a case can result in a final resolution that differs from the initial verdict. In many cases, parties have appealed either compensatory or punitive damages awards or both. Courts also have increased and decreased the amounts of compensatory damages
24
juries have awarded, decreased the amounts of punitive damages juries have awarded, declared mistrials and vacated judgments, in whole or in part, with respect to compensatory and punitive damages awards. Initial verdicts have been reversed in whole or in part on appeal or following retrial. Juries have returned verdicts in favor of or against PM USA awarding no damages. In cases where juries returned verdicts against PM USA awarding no damages, some trial courts have decided to award plaintiff damages notwithstanding the verdict. Cases also have been dismissed with or without prejudice before or after a verdict.
The charts below list the verdicts in and post-trial status of certain Engle progeny cases in which verdicts were returned in favor of plaintiffs. The first chart lists cases that are pending as of October 26, 2026 where PM USA has determined an unfavorable outcome is not probable and the amount of loss cannot be reasonably estimated, and the second chart lists cases that have concluded in the past 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.
Currently Pending Engle Cases with Verdicts against PM USA
(rounded to nearest $ million)
| Plaintiff | Verdict Date | Defendant(s) | Court | Compensatory Damages (1) | Punitive Damages (PM USA) | Post-Trial Status | ||||||||||||||
| Garcia | June 2024 | PM USA | Miami-Dade | $ | $ | Appeals to the Third District Court of Appeal pending. | ||||||||||||||
| Lipp | September 2026 | PM USA | Miami-Dade | $ | $ | PM USA intends to appeal. | ||||||||||||||
(1) PM USA’s portion of the compensatory damages award is noted parenthetically where the court has ruled that comparative fault applies.
Engle Cases Concluded in Past 12 Months
(rounded to nearest $ million)
| Plaintiff | Verdict Date | Defendant(s) | Court | Payment Amount for Damages (if any) | ||||||||||
| Chacon | October 2023 | PM USA | Miami-Dade | $ | ||||||||||
| McCall | October 2023 | PM USA | Broward | <$ | ||||||||||
Other Smoking and Health Class Actions: 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 have purported to be brought on behalf of residents of a particular state or states (although a few cases have purported to be nationwide in scope) and have raised addiction claims and, in many cases, claims of physical injury as well.
Class certification has been denied or reversed by courts in approximately 60 smoking and health class actions involving PM USA. 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 26, 2026, PM USA and Altria are named as defendants, along with other cigarette manufacturers, in six class actions filed in the Canadian provinces of Alberta, Manitoba, Nova Scotia, Saskatchewan and British Columbia. In Saskatchewan and British Columbia (two separate cases), 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 stayed as a result of three Canadian tobacco manufacturers (no ne of which is related to us) seeking protection under Canada’s Companies’ Creditors Arrangement Act (which is similar to Chapter 11 bankruptcy in the United States). The companies entered into these proceedings following a Canadian appellate court upholding two smoking and health class action verdicts against those companies totaling approximately CAD $13 billion. In August 2025, a plan for those companies was implemented, under which those companies agreed, among other things, to pay an aggregate global settlement amount of CAD $32.5 billion to resolve all tobacco product-related claims and litigation in Canada. Under the plan, Altria and PM USA have obtained releases of claims and the related litigation against them will be dismissed. Pursuant to the indemnification obligations in the Distribution Agreement, neither Altria nor PM USA is responsible for any payments required to resolve the Canadian litigation. 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: 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.
25
Although there have been some decisions to the contrary, most judicial decisions in the United States 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 U.S. Supreme Court has refused to consider plaintiffs’ appeals from the cases decided by five federal circuit courts of appeal.
In addition to the cases brought in the United States, health care cost recovery actions have been brought against tobacco industry participants, including PM USA and Altria, in Canada (nine cases), and other entities have stated that they are considering filing such actions.
Various Canadian provinces have brought health care reimbursement claims against cigarette manufacturers. PM USA has been named as a defendant in such claims brought by British Columbia and Quebec, and both PM USA and Altria have been named as defendants in such claims brought by New Brunswick, Newfoundland and Labrador, Alberta, Manitoba, Saskatchewan, Prince Edward Island and Nova Scotia. All of these cases were stayed pending resolution of proceedings in Canada involving three tobacco manufacturers (none of which are affiliated with us) under the Companies’ Creditors Arrangement Act discussed above. As discussed above, in August 2025, a plan for those companies was implemented. See Smoking and Health Litigation - Other Smoking and Health Class Actions above for a discussion of these proceedings. Based on that plan, all of the cases have been dismissed except for the Newfoundland 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. 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: In November 1998, PM USA and certain other tobacco product manufacturers entered into the Master Settlement Agreement (the “MSA”) with 46 states, the District of Columbia and certain United States 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 the States of 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, R.J. Reynolds and, with respect to certain brands, ITG Brands, LLC (“ITG”)) make annual payments of approximately $10.4 billion, subject to adjustments for several factors, including inflation, market share and industry volume. For the nine months ended September 30, 2026 and 2025, the aggregate amount recorded in cost of sales with respect to the State Settlement Agreements was approximately $2.2 billion and $2.3 billion, respectively. For the three months ended September 30, 2026 and 2025, the aggregate amount recorded in cost of sales with respect to the State Settlement Agreements was approximately $0.7 billion and $0.8 billion, respectively. These amounts include PM USA’s estimate of amounts related to NPM Adjustments discussed below.
Non-Participating Manufacturer (“NPM”) Adjustment Disputes: 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 applicability of this reduction has been subject to certain disputes, some of which have been resolved via settlement, as discussed below.
Settlements of NPM Adjustment Disputes.
▪Multi-State Settlement. As of December 2025, a total of 39 states and territories had joined the multi-state settlement. Pursuant to this settlement, PM USA has received $1.57 billion since 2014 and expects to receive annual credits applied against PM USA’s MSA payments through 2041.
▪New York Settlement. In 2015, PM USA entered into a separate NPM Adjustment settlement in which PM USA settled the NPM Adjustment disputes with the State of New York in perpetuity. PM USA has received $723 million pursuant to the New York settlement and expects to receive annual credits applied against the MSA payments due to the State of New York going forward.
▪Montana Settlement. In 2020, PM USA entered into a separate NPM Adjustment settlement in which PM USA settled the NPM Adjustment disputes with the State of Montana through 2030, resulting in a payment from PM USA to the State of Montana for an insignificant amount.
▪Massachusetts Settlement. In 2024, PM USA entered into a separate NPM Adjustment settlement in which PM USA settled the NPM Adjustment disputes with the Commonwealth of Massachusetts through 2011. As a result of this settlement, PM USA received $28 million as a credit against its April 2026 MSA payment to the Commonwealth of Massachusetts. PM USA recorded $28 million as a reduction in costs of sales in the third quarter of 2024.
▪Washington Settlement. In 2025, PM USA entered into a separate NPM Adjustment settlement in which PM USA settled the NPM Adjustment disputes with the State of Washington through 2015. As a result of this settlement, PM USA received $53 million as a credit against its April 2026 MSA payment to the State of Washington. In addition to the amounts recorded in the fourth quarter of 2023 discussed below in connection with the 2005 through 2007 NPM Adjustments, PM USA recorded a $22 million reduction in costs of sales and $4 million of interest expense in the fourth quarter of 2025.
26
▪U.S. Territories Settlement. In 2025, PM USA entered into a separate NPM Adjustment settlement in which PM USA settled the NPM Adjustment disputes with American Samoa, Guam, the Commonwealth of the Northern Mariana Islands and the U.S. Virgin Islands through 2024. As a result of this settlement, PM USA received a credit in an insignificant amount applied against its April 2026 MSA payment to those territories. PM USA recorded an insignificant amount as a reduction in cost of sales in the third quarter of 2025.
Continuing NPM Adjustment Disputes with States That Have Not Settled.
▪2004 NPM Adjustment. The PMs and 10 states that had not settled the NPM Adjustment disputes for 2004 participated in a multi-state arbitration. The arbitration panel found three of these states (Washington, Missouri and New Mexico) were not diligent in the enforcement of their escrow statutes in 2004, and PM USA received approximately $52 million on account of the 2004 NPM Adjustment as a credit against its April 2023 MSA payment. The State of New Mexico challenged the determination in its state court, and the trial court vacated the award. PM USA appealed, and the New Mexico Court of Appeals reinstated the award. The State of New Mexico petitioned the New Mexico Supreme Court to review the appeals court’s reinstatement of the award, and the New Mexico Supreme Court denied the petition for review.
▪2005-2007 NPM Adjustments. The PMs and six states that had not settled the NPM Adjustment disputes are currently arbitrating certain NPM Adjustment disputes before a single arbitration panel. The arbitration encompasses three years, 2005 through 2007, for five of the six states, and one year , 2005, for one state. As of October 26, 2026, the arbitration panel found the States of Maryland, Wisconsin and Ohio diligent for all three years , the State of Washington not diligent for all three years and the State of Missouri not diligent for 2005. The State of Washington subsequently settled, as discussed above. PM USA recorded $14 million as a reduction in costs of sales and $21 million as interest income in the fourth quarter of 2023 for its estimate of the minimum amount of the 2005 through 2007 NPM Adjustments it will receive related to the Washington finding. PM USA recorded an insignificant amount as a reduction in cost of sales in the first quarter of 2026 related to the Missouri finding. The State of Missouri has challenged the arbitration panel’s determination for 2005 in state court.
▪Subsequent Years. 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.
Other Disputes under the State Settlement Agreements: 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 Tobacco Company in 2015 and its related sale of certain cigarette brands to ITG (the “ITG transferred brands”). PM USA continues to dispute how the ITG transferred brands are treated in allocating the NPM Adjustments and profit adjustments under the State Settlement Agreements.
In December 2019, 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 net operating profit adjustment payments starting in 2018. In September 2024, PM USA and the State of Mississippi settled their dispute over the profit adjustment payments. Pursuant to the settlement, PM USA paid $7 million to the State of Mississippi for 2018 through 2023. Accordingly, PM USA recorded $5 million of expense to cost of sales and $2 million of interest expense in the third quarter of 2024.
In May 2023, PM USA and R.J. Reynolds filed a motion in the U.S. District Court for the Eastern District of Texas seeking to enforce the Texas State Settlement Agreement against the State of Texas concerning the same tax rate issue raised by the State of Mississippi. The State of Texas filed a cross-motion to enforce, and the court found in favor of the State of Texas. In March 2025, the court issued a final order in the matter, finding that PM USA owes $31 million to the State of Texas, plus pre- and post-judgment interest. PM USA appealed, and, in September 2026, the Fifth Circuit Court of Appeals issued an order reversing the Eastern District of Texas and finding in favor of PM USA. The State of Texas may seek review by the U.S. Supreme Court.
In July 2024, the State of Minnesota filed a motion in Minnesota state court seeking to enforce the Minnesota State Settlement Agreement against PM USA, R.J. Reynolds and ITG concerning the same tax rate issues raised by the States of Mississippi and Texas. The court found in favor of the State of Minnesota. In October 2025, the court issued an order as to damages, finding that PM USA owes the State of Minnesota $10 million plus pre- and post-judgment interest. PM USA has appealed, and the appeal remains pending.
E-vapor Product Litigation
We have been named as defendants in federal class action lawsuits, individual lawsuits and “third party” lawsuits relating to JUUL e-vapor products, which include school districts, state and local governments and tribal and healthcare organization lawsuits. We refer to this litigation in the United States collectively as the “Multidistrict Litigation.” The theories of recovery in the Multidistrict Litigation include violation of RICO, fraud, failure to warn, design defect, negligence, public nuisance and unfair trade practices. Plaintiffs seek various remedies, including compensatory and punitive damages, restitution or remediation (for plaintiffs that are government entities) and an injunction prohibiting product sales. We also have been named as defendants in a group of cases pending in a consolidated California state court proceeding.
In May 2023, we reached agreement on terms to resolve the majority of the Multidistrict Litigation lawsuits as well as the majority of the group of cases pending in the consolidated California state court proceeding for $235 million, for which amount we recorded a pre-tax
27
provision in the second quarter of 2023. In March 2024, the court granted final approval of the class action settlement, and we paid the settlement amount in the second quarter of 2024. The settlement applies to all of the Multidistrict Litigation except 11 individual cases that opted out of the settlement, all of the consolidated California cases except nine individual cases that opted out of the settlement and 38 “third party” cases brought by Native American tribes. We separately agreed to settle the cases brought by Native American tribes in July 2024, and these cases have been dismissed. We recorded a pre-tax provision for $20 million in the second quarter of 2024 related to the Native American tribes settlement and paid the settlement amount in October 2024. In the second quarter of 2026, we recorded an additional pre-tax provision for $4 million related to the same settlement and paid that amount in July 2026. Neither settlement applies to four class action lawsuits pending in Canada or 17 putative class action antitrust lawsuits. For a description of the class action lawsuits pending in Canada and the class action antitrust lawsuits, in each case not subject to the settlement, see International Tobacco-Related Cases above and Antitrust Litigation below, respectively.
E-vapor Patent Litigation
JUUL Patent Litigation: In June 2023, JUUL and VMR Products LLC (“VMR”) filed a lawsuit against Altria and our affiliates AGDC, ALCS, NJOY Holdings, Inc. (“NJOY Holdings”) and NJOY in the U.S. District Court for the District of Arizona asserting claims of patent infringement based on the sale of NJOY ACE in the United States. Plaintiffs seek various remedies, including damages and an injunction on sales of NJOY ACE. The lawsuit is currently stayed.
Also in June 2023, the same plaintiffs filed a related action against the same defendants with the ITC. There, the plaintiffs also allege patent infringement, but the remedies sought include an exclusion order that would prohibit the importation of NJOY ACE into the United States. No damages are recoverable in the proceedings before the ITC. In January 2025, following an initial determination by the Administrative Law Judge (“ALJ”), the ITC issued its final determination finding that NJOY ACE infringes the four patents plaintiffs asserted and issued an exclusion order and cease-and-desist orders prohibiting the importation and sale of NJOY ACE in the United States. The orders became effective on March 31, 2025. We have appealed the orders to the U.S. Court of Appeals for the Federal Circuit. The orders will remain in effect during the pendency of the appeal.
In November and December 2023 and February 2024, Altria and our affiliates filed petitions with the U.S. Patent Office Patent Trial and Appeal Board (“PTAB”) challenging the validity of the patents underlying JUUL and VMR’s patent infringement claims. In May, June and August 2024, the PTAB denied Altria’s requests to institute review as to four patents (including three of the patents that form the basis of the ITC’s final determination) and, in June 2024, granted Altria’s request to institute review as to one of the patents that forms the basis of the ITC’s final determination. In June 2025, the PTAB issued its decision concluding that the patent it reviewed was valid. We have appealed the PTAB’s decision to the U.S. Court of Appeals for the Federal Circuit.
In August 2023, NJOY filed a complaint against JUUL in the U.S. District Court for the District of Delaware asserting claims of patent infringement based on the sale of certain JUUL e-vapor products, including the currently marketed JUUL device and JUULpods, in the United States. The lawsuit was stayed pending the final determination of an ITC investigation NJOY filed against JUUL in August 2023 (discussed below). In October 2025, after the final determination of the corresponding ITC investigation, NJOY moved to lift the stay, and the court granted the motion. JUUL subsequently moved to re-stay the case, which was denied. Trial currently is set for June 2027.
Also in August 2023, NJOY filed a related action against JUUL with the ITC alleging patent infringement and seeking a ban on the importation and sale of the same JUUL products in the United States. In December 2024, the ALJ issued an initial determination concluding that, while the patents NJOY asserted against JUUL are valid, JUUL products do not infringe the patents. On review, the ITC affirmed the ALJ’s initial determination that the JUUL products do not infringe the asserted patents and terminated the investigation. In May 2025, we appealed the ITC’s final determination to the U.S. Court of Appeals for the Federal Circuit. Subsequently, in July 2025, we voluntarily dismissed the appeal and, in October 2025, moved to lift the stay on NJOY’s lawsuit against JUUL in the U.S. District Court for the District of Delaware (discussed above).
In August 2025, JUUL filed an additional lawsuit against Altria and our affiliates AGDC, ALCS, NJOY Holdings and NJOY in the U.S. District Court for the District of Arizona asserting claims of patent infringement based on the sale of NJOY Daily in the United States. Plaintiff has dropped NJOY Daily from the lawsuit but continues to seek various remedies, including damages and an injunction on sales of any other products NJOY may be developing or preparing for commercialization in the United States that would infringe JUUL’s patent.
Also in August 2025, JUUL filed a related action alleging patent infringement against the same defendants with the ITC based on the sale of NJOY Daily in the United States as well as any other products NJOY may be developing or preparing for commercialization in the United States that would infringe JUUL’s patent. JUUL has since dropped NJOY Daily from the ITC lawsuit but continues to seek various remedies, including an injunction on sales of any other products NJOY may be developing or preparing for commercialization in the United States that would infringe JUUL’s patent. No damages are recoverable in the proceedings before the ITC. In April 2026, the ALJ granted NJOY’s motion for summary determination, finding that the sole patent that forms the basis of JUUL’s action is invalid. JUUL petitioned the ITC to review the ALJ’s initial determination, and the ITC reversed and remanded in August 2026. A hearing before the ALJ is scheduled for February 2027, and we expect an initial determination from the ALJ in July 2027, subject to the ALJ’s ability to grant herself an extension. The ALJ’s recommendation will be reviewed by the ITC, and we expect the ITC’s final determination in November 2027, subject to the ITC’s right to grant itself an extension.
28
In November 2025, Altria, AGDC, ALCS, NJOY Holdings and NJOY sued the ITC and the ALJ in the U.S. District Court for the Eastern District of Virginia, seeking to enjoin the ITC and ALJ from adjudicating JUUL’s action. The lawsuit asserts that Altria and our affiliates are entitled to have JUUL’s claims heard in a federal court and be tried to a jury, and that the ALJ is unconstitutionally appointed and shielded from removal by the President. Altria and our affiliates moved for summary judgment and a preliminary injunction. In June 2026, the U.S. District Court for the Eastern District of Virginia denied the motion for a preliminary injunction. In September 2026, the U.S. District Court for the Eastern District of Virginia granted summary judgment for the ITC and ALJ. We have appealed that decision to the U.S. Court of Appeals for the Fourth Circuit. Also in November 2025, NJOY Holdings and NJOY filed a petition with PTAB challenging the validity of the patent underlying JUUL’s August 2025 actions. In April 2026, PTAB issued a discretionary denial of that petition, refusing to reach the merits of whether JUUL’s patent is valid.
In September 2025, NJOY, ALCS, and AGDC filed an action against JUUL with the ITC alleging patent infringement and seeking a ban on the importation and sale of the same JUUL products in the United States. A hearing before the ALJ occurred in September 2026, and we expect an initial determination from the ALJ in December 2026, subject to the ALJ’s ability to grant himself an extension. The ALJ’s recommendation will be reviewed by the ITC, and we expect the ITC’s final determination in April 2027, subject to the ITC’s ability to grant itself an extension.
R.J. Reynolds Patent Litigation: ALCS filed a lawsuit against R.J. Reynolds in the U.S. District Court for the Middle District of North Carolina alleging patent infringement by R.J. Reynolds’ e-vapor products. In September 2022, a jury awarded ALCS $95 million in damages for past infringement, plus supplemental damages and interest. In January 2023, the court ordered R.J. Reynolds to pay ALCS a 5.25 % royalty on future sales of its infringing product resulting in positive net income through the expiration of the relevant patents in 2035. R.J. Reynolds appealed the judgment to the U.S. Court of Appeals for the Federal Circuit, which affirmed the judgment in December 2024. In August 2025, R.J. Reynolds petitioned the U.S. Supreme Court to review the federal appellate court’s affirmance of the federal district court’s judgment. In October 2025, the U.S. Supreme Court denied R.J. Reynolds’ petition.
In July 2024, R.J. Reynolds moved the district court to vacate the judgment, including the damages awards and ongoing royalties, on the grounds that R.J. Reynolds obtained a sublicense to the asserted patents from JUUL in December 2023. In December 2024, the district court denied the motion as to the damages awards and royalties due through December 2023. In August 2026, following an April 2026 evidentiary hearing, the district court granted R.J. Reynolds’ motion with respect to royalties after the acquisition of the sublicense in December 2023. ALCS and R.J. Reynolds have each appealed to the U.S. Court of Appeals for the Federal Circuit.
Any gains related to this lawsuit remain subject to these proceedings. Accordingly, they have not yet been determined to be realized or realizable in accordance with GAAP and have not been recognized in our condensed consolidated financial statements.
Antitrust Litigation
In March 2023, we entered into a stock transfer agreement with JUUL pursuant to which, among other things, we transferred to JUUL all of our beneficially owned JUUL equity securities.
As of October 26, 2026, 17 putative class action lawsuits have been filed against Altria and JUUL in the U.S. District Court for the Northern District of California. In November 2020, these lawsuits were consolidated into three 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, allege that Altria and JUUL violated Sections 1, 2 and/or 3 of the Sherman Antitrust Act of 1890 and Section 7 of the Clayton Antitrust Act and various state antitrust and consumer protection 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 and rescission of the transaction. In February 2024, the court ordered that certain of the direct-purchaser plaintiffs’ claims against JUUL be sent to arbitration pursuant to an arbitration provision in JUUL’s online purchase agreement and dismissed without prejudice the direct-purchaser plaintiffs’ claims for injunctive relief. In April 2025, plaintiffs voluntarily dismissed all monopolization claims and all claims against the Altria defendants under California’s Unfair Competition Law. In February 2026, the U.S. District Court for the Northern District of California certified three classes of plaintiffs (one of direct purchasers, one of indirect purchasers and one of indirect resellers). In March 2026, Altria and JUUL filed a petition with the Ninth Circuit Court of Appeals seeking discretionary review of the class certification decision, which the court granted in April 2026. The trial with respect to the remaining claims in the consolidated lawsuits will not occur earlier than five months after the Ninth Circuit issues its decision.
29
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 our 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 October 26, 2026, two “Lights/Ultra Lights” class actions are pending in U.S. state courts. Neither case is active.
As of October 26, 2026, one smoking and health case alleging personal injury or seeking court-supervised programs or an ongoing medical monitoring program on behalf of individuals exposed to environmental tobacco smoke 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.
Environmental Regulation
Altria and our 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 United States: the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act and the Comprehensive Environmental Response, Compensation and Liability Act (commonly known as “Superfund”), which can impose joint and several liability on each responsible party. Altria and our former subsidiaries are involved in several cost recovery/contribution cases subjecting them to potential costs of remediation and natural resource damages under Superfund or other laws and regulations. We expect to continue to make capital and other expenditures in connection with environmental laws and regulations.
Guarantees and Other Similar Matters
In the ordinary course of business, we have agreed to indemnify a limited number of third parties in the event of future litigation. Additionally, we provide certain guarantees to a limited number of third parties related to contractual obligations. At September 30, 2026, we had $43 million of unused letters of credit obtained in the ordinary course of business. These items have not had, and are not expected to have, a significant impact on our liquidity.
Under the terms of a distribution agreement between Altria and PMI (“Distribution Agreement”), entered into as a result of our 2008 spin-off of our 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. We do not have a related liability recorded on our condensed consolidated balance sheet at September 30, 2026 as the fair value of this indemnification is insignificant.
As part of our supplier financing program, Altria guarantees the financial obligations of ALCS under the financing program agreement.
PM USA guarantees our obligations under our outstanding debt securities, any borrowings under our $3.0 billion Credit Agreement and any amounts outstanding under our commercial paper program.
Note 13. Additional Financial Statement Information
Dividends and Share Repurchases
▪Dividends: In August 2026, our Board of Directors (“Board”) approved a 4.7 % increase in the quarterly dividend rate to $1.11 per share of our common stock versus the previous rate of $1.06 per share. The current annualized dividend rate is $4.44 per share. Future dividend payments remain subject to the discretion of our Board.
▪Share Repurchases: In January 2025, our Board authorized a $1.0 billion share repurchase program and subsequently expanded the program to $2.0 billion in October 2025. At September 30, 2026, we had $265 million remaining under this program. In October 2026, our Board authorized a $1.0 billion expansion of this program, which now expires on December 31, 2027. Share repurchases depend on marketplace conditions and other factors, and the program remains subject to the discretion of our Board.
30
Our share repurchase activity was as follows:
| For the Nine Months Ended September 30, | For the Three Months Ended September 30, | |||||||||||||||||||||||||
| (in millions, except per share data) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Total number of shares repurchased | ||||||||||||||||||||||||||
| Aggregate cost of shares repurchased | $ | $ | $ | $ | ||||||||||||||||||||||
| Average price per share of shares repurchased | $ | $ | $ | $ | ||||||||||||||||||||||
Cash, Cash Equivalents and Restricted Cash
A reconciliation of cash, cash equivalents and restricted cash on our condensed consolidated balance sheets to the amounts reported in our condensed consolidated statements of cash flows is as follows:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Restricted cash included in other current assets | |||||||||||
| Restricted cash included in other assets | |||||||||||
| Cash, cash equivalents and restricted cash | $ | $ | |||||||||
Restricted cash consisted primarily of cash deposits collateralizing appeal bonds posted by PM USA to obtain stays of judgments pending appeals. See Note 12. Contingencies.
Receivables
We record receivables net of any cash discounts on our condensed consolidated balance sheets. At September 30, 2026, December 31, 2025 and December 31, 2024, receivables were $342 million, $263 million and $177 million, respectively.
Deferred Revenue
We record deferred revenue when our businesses receive payment in advance of product shipment, which we include in other accrued liabilities on our condensed consolidated balance sheets until revenue is recognized, and our companies typically satisfy their performance obligations within three days of receiving payment. At September 30, 2026, December 31, 2025 and December 31, 2024, deferred revenue was $165 million, $231 million and $215 million, respectively. At September 30, 2026, December 31, 2025 and December 31, 2024, there were no differences between amounts recorded as deferred revenue from contracts with customers and amounts subsequently recognized as revenue.
Supplier Financing
Note 14. New Accounting Guidance Not Yet Adopted
The following table provides a description of issued accounting guidance applicable to, but not yet adopted by, us:
| Standards | Description | Effective Date for Public Entity | Effect on Financial Statements | ||||||||
| ASU Nos. 2024-03 and 2025-01 Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses | The guidance will require additional disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. | The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. | We are in the process of evaluating the impact of this guidance on our disclosures. | ||||||||
| ASU No. 2025-06 Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software | The guidance replaces the current framework that is based on software development project stages with updated criteria, focused on management’s authorization and the probability of project completion, to determine the timing for cost capitalization. | The guidance is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. | We are in the process of evaluating the impact of this guidance on our consolidated financial statements and related disclosures. | ||||||||
31
| Standards | Description | Effective Date for Public Entity | Effect on Financial Statements | ||||||||
| ASU No. 2025-07 Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract | The guidance refines the scope of Topic 815 by excluding from derivative accounting non-exchange trading contracts that have underlyings based on operations or activities specific to one of the parties to the contract with certain exceptions and clarifies the applicability of Topic 606 to share-based noncash consideration received from a customer in exchange for goods or services. | The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years. | We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements and related disclosures. | ||||||||
| ASU No. 2025-09 Derivatives and Hedging (Topic 815): Hedge Accounting Improvements | The guidance includes expanding eligibility for cash flow hedges of groups of forecasted transactions, introducing a model for hedging forecasted interest payments on “choose-your-rate” debt instruments, permitting designation of variable price components in forecasted purchases or sales of nonfinancial assets and clarifying guidance for net investment hedges and dual hedge strategies. | The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years. | We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements and related disclosures. | ||||||||
| ASU No. 2025-11 Interim Reporting (Topic 270): Narrow-Scope Improvements | The guidance clarifies interim disclosure requirements, provides a comprehensive list of disclosures required by GAAP and includes a disclosure principle for events since the last annual reporting period to enhance consistency in interim reporting. | The guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. | We are in the process of evaluating the impact of this guidance on our interim condensed consolidated financial statements and related disclosures. | ||||||||
| ASU No. 2025-12 Codification Improvements | The guidance provides changes that clarify, correct errors or make minor improvements to GAAP. | The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years. | We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements and related disclosures. | ||||||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the other sections in this Quarterly Report on Form 10-Q (“Form 10-Q”), including our condensed consolidated financial statements and related notes contained in Item 1. Financial Statements of this Form 10-Q (“Item 1”). All references to “Notes” in this MD&A are to Notes to our condensed consolidated financial statements in Item 1. When used in this Form 10-Q, the terms “Altria,” “we,” “us” and “our” refer to either (i) Altria Group, Inc. and its consolidated subsidiaries or (ii) Altria Group, Inc. only and not its consolidated subsidiaries, as appropriate in the context.
In this MD&A section, we refer 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”); and adjusted effective tax rates. We also refer to the ratio of debt-to-Consolidated EBITDA (earnings before interest, taxes, depreciation and amortization, as defined in our credit agreement, which includes certain adjustments). These 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 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. For a further description of these non-GAAP financial measures, see the Non-GAAP Financial Measures section below.
Executive Summary
Our Business
We are a leader in nicotine with a growing portfolio of products for adult nicotine consumers age 21+. Today, we are focused on elevating everyday moments by offering adult nicotine consumers a range of product choices and the information they need to make informed decisions.
We are Moving Beyond Smoking® by responsibly transitioning adult smokers to a smoke-free future, competing vigorously for existing smoke-free adult nicotine consumers and exploring new growth opportunities - beyond the United States and beyond nicotine (“Vision”). We previously established our 2028 Enterprise Goals (“2028 Goals”) to provide our investors with specific metrics to measure our progress as we execute on our Vision. For further discussion of our 2028 Goals, see our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”).
Our American roots stretch back more than 200 years, and our operating companies’ brands have served adult nicotine consumers for generations. The brand portfolios of our operating companies include Marlboro®, Black & Mild®, Copenhagen®, Skoal®, on!® and NJOY®. Our wholly owned subsidiaries include Philip Morris USA Inc. (“PM USA”), John Middleton Co. (“Middleton”), U.S. Smokeless Tobacco Company LLC (“USSTC”), Helix Innovations LLC (“Helix”) and NJOY, LLC (“NJOY”).
32
We also have a majority-owned joint venture, Horizon Innovations LLC, for the U.S. marketing and commercialization of heated tobacco stick products. Our investments in equity securities include Anheuser-Busch InBev SA/NV (“ABI”), the world’s largest brewer, and Cronos Group Inc. (“Cronos”), a leading Canadian cannabinoid company.
For additional information, see Note 1. Background and Basis of Presentation.
Trends and Developments
In this section of the MD&A, we discuss certain factors that have impacted our businesses as of the date of this Form 10-Q. In addition, we are aware of and address certain trends and developments that could, individually or in the aggregate, have a material impact on our businesses, including the value of our investments in equity securities, in the future. In this section, we focus on the discretionary income pressures on adult nicotine consumers, evolving consumer preferences, illicit flavored disposable e-vapor products and supply chain disruptions. Other trends and developments are discussed elsewhere in this MD&A.
Through the third quarter of 2026, U.S. adult nicotine consumers continued to face inflationary pressures on discretionary income, particularly among price sensitive consumers. Geopolitical uncertainty and developments in the Middle East have continued to contribute to energy price volatility, with gas prices averaging $4.36 per gallon in September. Elevated energy costs contributed to September inflation of 3.7%, remaining above the Federal Reserve’s 2% target.
Overall discretionary income pressures on adult nicotine consumers have resulted in increased discount brand share and contributed to evolving adult nicotine consumer preferences, each of which has negatively impacted the sales volumes of certain of our operating companies’ premium brands. For the third quarter of 2026, the discount retail share of the cigarette category reached 34.1%, an increase of 2.0 share points versus the third quarter of 2025 and 0.3 share points sequentially. When adjusted for trade inventory movements, our smokeable products segment domestic cigarette shipment volume declined by an estimated 4% in the third quarter of 2026 versus the third quarter of 2025. When adjusted for trade inventory movements, total estimated domestic cigarette industry volume declined by 5% in the third quarter of 2026 versus the third quarter of 2025. The U.S. nicotine pouch category continued to grow throughout the third quarter of 2026 to 61.2% of the U.S. oral tobacco category, an increase of 5.8 share points versus the third quarter of 2025 and 1.3 share points sequentially. As innovative smoke-free products evolve to better address the preferences of adult nicotine consumers, these consumers continue to transition from cigarettes and moist smokeless tobacco (“MST”) products to innovative smoke-free products, which has reduced the sales volumes of our operating companies’ cigarette and MST products.
Various states and the federal government have taken regulatory and enforcement actions against manufacturers, distributors and retailers of illicit flavored disposable e-vapor products. For example, the U.S. Food and Drug Administration (“FDA”) and U.S. Customs and Border Protection have made it more difficult to import properly declared illicit e-vapor products, seized unauthorized e-vapor products and issued warning letters to importers. Despite these enforcement measures, insufficient actions against manufacturers, distributors and retailers of nicotine products requiring FDA review for which no premarket tobacco product applications (“PMTA”) have been submitted have allowed such products to continue to proliferate in the market. We expect that effective enforcement against illicit products will occur gradually and continue to monitor the overall dynamics and competitive threats to our brands across multiple nicotine categories.
We are monitoring volatility in domestic and global economies and disruptions in the supply and distribution chains. This volatility and disruption are the result of several factors, including macroeconomic conditions, raw materials availability and geopolitical events. We continue to assess the impact of volatility on price, availability or quality of tobacco, other raw materials or component parts, and work to mitigate the potential negative impacts of macroeconomic and geopolitical dynamics on our businesses through, among other actions, proactive engagement with current and potential suppliers and distributors and the development of alternative sourcing strategies.
See Operating Results by Business Segment - Business Environment for additional information on the trends and developments discussed above.
The trends and developments above have not had a material adverse impact on our results of operations, cash flows or financial position or our ability to achieve our Vision. As the trends and developments evolve and new ones emerge, we will continue to evaluate the potential impacts on our businesses, investments and Vision.
33
Consolidated Results of Operations for the Nine Months Ended September 30, 2026
The changes in net earnings attributable to Altria and diluted EPS for the nine months ended September 30, 2026, from the nine months ended September 30, 2025, were due primarily to the following:
| (in millions, except per share data) | Net Earnings Attributable to Altria | Diluted EPS | |||||||||
For the nine months ended September 30, 2025 | $ | 5,830 | $ | 3.45 | |||||||
2025 NPM Adjustment Items | (2) | — | |||||||||
2025 Acquisition-related items | 80 | 0.05 | |||||||||
2025 Asset impairment, exit and implementation costs | 906 | 0.53 | |||||||||
2025 Tobacco and health and certain other litigation items | 37 | 0.02 | |||||||||
2025 Amortization of intangibles | 92 | 0.05 | |||||||||
2025 ABI-related special items | 28 | 0.02 | |||||||||
2025 Cronos-related special items | 2 | — | |||||||||
2025 Income tax items | (7) | — | |||||||||
Subtotal 2025 special items | 1,136 | 0.67 | |||||||||
2026 NPM Adjustment Items | 9 | — | |||||||||
2026 Acquisition-related items | (10) | — | |||||||||
2026 Asset impairment, exit and implementation costs | (80) | (0.05) | |||||||||
2026 Tobacco and health and certain other litigation items | (91) | (0.05) | |||||||||
2026 Amortization of intangibles | (60) | (0.04) | |||||||||
2026 ABI-related special items | (33) | (0.02) | |||||||||
2026 Cronos-related special items | 8 | — | |||||||||
2026 Income tax items | 11 | 0.01 | |||||||||
Subtotal 2026 special items | (246) | (0.15) | |||||||||
| Fewer shares outstanding | — | 0.04 | |||||||||
| Change in tax rate | 29 | 0.02 | |||||||||
| Operations | 250 | 0.15 | |||||||||
For the nine months ended September 30, 2026 | $ | 6,999 | $ | 4.18 | |||||||
2026 Reported Net Earnings Attributable to Altria and Reported Diluted EPS | $ | 6,999 | $ | 4.18 | |||||||
2025 Reported Net Earnings Attributable to Altria and Reported Diluted EPS | $ | 5,830 | $ | 3.45 | |||||||
| % Change | 20.1 | % | 21.2 | % | |||||||
2026 Adjusted Net Earnings Attributable to Altria and Adjusted Diluted EPS | $ | 7,245 | $ | 4.33 | |||||||
2025 Adjusted Net Earnings Attributable to Altria and Adjusted Diluted EPS | $ | 6,966 | $ | 4.12 | |||||||
| % Change | 4.0 | % | 5.1 | % | |||||||
For a discussion of special items and other business drivers affecting the comparability of statements of earnings amounts and reconciliations of adjusted net earnings attributable to Altria and adjusted diluted EPS, see Consolidated Operating Results below.
▪Fewer Shares Outstanding: Fewer shares outstanding were due to shares we repurchased under our share repurchase program.
▪Operations: The increase of $250 million in operations (which excludes the impact of special items shown in the table above) was due primarily to higher OCI and higher income from our equity investment in ABI.
For further details, see Consolidated Operating Results and Operating Results by Business Segment below.
34
Consolidated Results of Operations for the Three Months Ended September 30, 2026
The changes in net earnings attributable to Altria and diluted EPS for the three months ended September 30, 2026, from the three months ended September 30, 2025, were due primarily to the following:
| (in millions, except per share data) | Net Earnings Attributable to Altria | Diluted EPS | |||||||||
For the three months ended September 30, 2025 | $ | 2,375 | $ | 1.41 | |||||||
2025 NPM Adjustment Items | (2) | — | |||||||||
2025 Acquisition-related items | 3 | — | |||||||||
2025 Asset impairment, exit and implementation costs | 10 | — | |||||||||
2025 Tobacco and health and certain other litigation items | 3 | — | |||||||||
2025 Amortization of intangibles | 30 | 0.02 | |||||||||
2025 ABI-related special items | 27 | 0.02 | |||||||||
2025 Cronos-related special items | 18 | 0.01 | |||||||||
2025 Income tax items | (20) | (0.01) | |||||||||
Subtotal 2025 special items | 69 | 0.04 | |||||||||
2026 Asset impairment, exit and implementation costs | (8) | — | |||||||||
2026 Tobacco and health and certain other litigation items | (17) | (0.01) | |||||||||
2026 Amortization of intangibles | (18) | (0.01) | |||||||||
2026 ABI-related special items | 27 | 0.02 | |||||||||
2026 Cronos-related special items | 6 | — | |||||||||
2026 Income tax items | (19) | (0.01) | |||||||||
Subtotal 2026 special items | (29) | (0.01) | |||||||||
| Fewer shares outstanding | — | 0.01 | |||||||||
| Change in tax rate | 6 | — | |||||||||
| Operations | 97 | 0.06 | |||||||||
For the three months ended September 30, 2026 | $ | 2,518 | $ | 1.51 | |||||||
2026 Reported Net Earnings Attributable to Altria and Reported Diluted EPS | $ | 2,518 | $ | 1.51 | |||||||
2025 Reported Net Earnings Attributable to Altria and Reported Diluted EPS | $ | 2,375 | $ | 1.41 | |||||||
| % Change | 6.0 | % | 7.1 | % | |||||||
2026 Adjusted Net Earnings Attributable to Altria and Adjusted Diluted EPS | $ | 2,547 | $ | 1.52 | |||||||
2025 Adjusted Net Earnings Attributable to Altria and Adjusted Diluted EPS | $ | 2,444 | $ | 1.45 | |||||||
| % Change | 4.2 | % | 4.8 | % | |||||||
For a discussion of special items and other business drivers affecting the comparability of statements of earnings amounts and reconciliations of adjusted net earnings attributable to Altria and adjusted diluted EPS, see Consolidated Operating Results below.
▪Operations: The increase of $97 million in operations (which excludes the impact of special items shown in the table above) was due primarily to higher OCI and higher income from our equity investment in ABI.
For further details, see Consolidated Operating Results and Operating Results by Business Segment below.
Non-GAAP Financial Measures
We report our financial results in accordance with GAAP. However, our 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 our management believes are not part of underlying operations. These items may include, for example, loss on early extinguishment of debt, charges related to restructuring and other exit activities, asset impairment charges, acquisition, disposition and integration-related items, equity investment-related special items, certain income tax items, charges associated with tobacco and health and certain other litigation items, resolutions of certain non-participating manufacturer (“NPM”) adjustment disputes under the Master Settlement Agreement (“NPM Adjustment Items”) and amortization expense associated with definite-lived intangible assets (“amortization of intangibles”). While amortization of intangibles is excluded from our adjusted financial measures, net revenues generated from these definite-lived intangible assets during the periods presented, if applicable, are included in our adjusted financial
35
measures. In addition, our management reviews the ratio of debt-to-Consolidated EBITDA, which we use as a factor to determine our ability to access the capital markets and make investments in pursuit of our Vision. Consolidated EBITDA is calculated in accordance with our Credit Agreement (defined below in Liquidity and Capital Resources) and includes certain adjustments. Our management does not view any of these special items to be part of our underlying results as they may be highly variable, may be unusual or infrequent, are difficult to predict and can distort underlying business trends and results. Our management also reviews income tax rates on an adjusted basis, which may exclude certain income tax items from our reported effective tax rate.
Our management believes that the foregoing financial measures provide useful additional insight into underlying business trends and results, and provide a more meaningful comparison of year-over-year results. Our management uses these financial measures and regularly provides these to our chief operating decision maker (“CODM”) for planning, forecasting and evaluating business and financial performance, including allocating capital and other resources and evaluating results relative to employee compensation targets. The foregoing 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. The foregoing 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. When we provide a non-GAAP measure in this Form 10-Q, we also provide a reconciliation of that non-GAAP financial measure to the most directly comparable GAAP financial measure.
Discussion and Analysis
Our critical accounting policies and estimates are discussed in our 2025 Form 10-K; there have been no updates to these critical accounting estimates, except as noted below.
Critical Accounting Estimates
Goodwill and Other Intangible Assets Impairment Testing
We conduct a required annual review of goodwill and indefinite-lived intangible assets for potential impairment as of October 1 of each year, in accordance with our accounting policy, and more frequently if an event occurs or circumstances change that would require an interim quantitative impairment assessment. There have been no events or changes in circumstances that indicate an interim quantitative impairment assessment was required as of September 30, 2026.
E-Vapor Reporting Unit Goodwill
In 2025, we recorded impairments of the values of the goodwill and other intangible assets within our e-vapor reporting unit as a result of the U.S. International Trade Commission (“ITC”) exclusion order and cease-and-desist orders prohibiting the importation and sale of NJOY ACE into the United States and our expectation that effective enforcement against illicit flavored disposable e-vapor products would occur more gradually than initially anticipated. As of December 31, 2025, the carrying value of the e-vapor reporting unit goodwill was $610 million, after recording impairments during the first and fourth quarters of 2025, and the estimated fair value of the reporting unit approximated its carrying value. In addition, the carrying value of the e-vapor reporting unit’s net assets (including the effect of intercompany debt), which was negative, approximated its estimated fair value.
We believe that the estimated fair value of the e-vapor reporting unit at December 31, 2025 remains reasonable and there are no events or circumstances indicating an impairment for the nine and three months ended September 30, 2026. Fair value calculations are sensitive to changes in certain judgments and assumptions. The significant judgments and assumptions that drive the fair value of the reporting unit are the (i) timing and extent of effective enforcement against illicit flavored disposable e-vapor products; (ii) timing and likelihood of regulatory authorizations of e-vapor products, including of NJOY’s products; (iii) timing of the commercialization of NJOY e-vapor products in the United States; (iv) long-term growth of the e-vapor category; and (v) conversion rates of illicit flavored disposable e-vapor consumers to FDA-authorized e-vapor products and, specifically, NJOY’s e-vapor products. Fair value calculations can be negatively affected by changes in these judgments and assumptions, some of which relate to broader macroeconomic conditions and governmental actions outside of our control. If these assumptions or judgments regarding the expectations for the future state of the e-vapor category and NJOY’s business fail to materialize as anticipated, if we experience unfavorable outcomes with respect to litigation proceedings (including actions alleging patent infringement), or if the discount rate used to estimate the fair value increases, we could have additional non-cash impairments of our e-vapor reporting unit goodwill in future periods, which could be material. Based on our 2025 annual impairment test, a hypothetical 1% increase in the discount rate used to estimate the fair value of the e-vapor reporting unit would have resulted in a goodwill impairment charge of approximately $150 million. For further discussion of these factors, see Operating Results by Business Segment - Business Environment below.
Skoal Trademark Indefinite-Lived Intangible Asset
At December 31, 2025, the estimated fair value of the Skoal trademark exceeded its carrying value by approximately 7% ($0.3 billion). MST products, including Skoal, continued to be negatively impacted due in part to evolving adult nicotine consumer preferences, which have continued to contribute to reductions in sales volumes for MST products, including Skoal. For further discussion, see Trends and Developments above and Operating Results by Business Segment - Business Environment - Summary below.
36
We believe that the estimated fair value of the Skoal trademark at December 31, 2025 remains reasonable and there are no events or circumstances indicating an impairment for the nine and three months ended September 30, 2026. If the decline in sales volume for Skoal is higher than currently estimated and results in material revenue declines, we believe there may be a material adverse effect on the significant assumptions used in performing our valuation. If Skoal’s actual revenue and income or long-term outlook are significantly unfavorable compared to forecasted performance used to estimate the fair value or if the discount rate used to estimate the fair value increases, we could have material non-cash impairments of the Skoal trademark in future periods. Based on the 2025 annual impairment test, a hypothetical 1% increase in the discount rate used to estimate the fair value of Skoal trademark would have resulted in an impairment charge of approximately $90 million. For further discussion of these factors, see Operating Results by Business Segment - Business Environment below.
For further discussion of goodwill and other intangible assets, see Note 2. Goodwill and Other Intangible Assets, net (“Note 2”).
Consolidated Operating Results
| For the Nine Months Ended September 30, | For the Three Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Net Revenues: | |||||||||||||||||||||||
| Smokeable products | $ | 15,582 | $ | 15,366 | $ | 5,432 | $ | 5,387 | |||||||||||||||
| Oral tobacco products | 2,070 | 2,096 | 688 | 689 | |||||||||||||||||||
| All other | 19 | (29) | 12 | (4) | |||||||||||||||||||
| Net revenues | $ | 17,671 | $ | 17,433 | $ | 6,132 | $ | 6,072 | |||||||||||||||
| Excise Taxes on Products: | |||||||||||||||||||||||
| Smokeable products | $ | 2,050 | $ | 2,299 | $ | 670 | $ | 797 | |||||||||||||||
| Oral tobacco products | 66 | 74 | 21 | 24 | |||||||||||||||||||
| Excise taxes on products | $ | 2,116 | $ | 2,373 | $ | 691 | $ | 821 | |||||||||||||||
| Operating Income: | |||||||||||||||||||||||
| OCI: | |||||||||||||||||||||||
| Smokeable products | $ | 8,668 | $ | 8,341 | $ | 3,053 | $ | 2,942 | |||||||||||||||
| Oral tobacco products | 1,250 | 1,390 | 434 | 459 | |||||||||||||||||||
| All other | (241) | (1,198) | (88) | (76) | |||||||||||||||||||
| Amortization of intangibles | (67) | (112) | (21) | (38) | |||||||||||||||||||
| General corporate expenses | (205) | (173) | (65) | (57) | |||||||||||||||||||
| Operating income | $ | 9,405 | $ | 8,248 | $ | 3,313 | $ | 3,230 | |||||||||||||||
As discussed further in Note 9. Segment Reporting (“Note 9”), our CODM reviews OCI, which is defined as operating income before general corporate expenses and amortization of intangibles, to evaluate the performance of, and allocate resources to, our segments. Our management believes it is appropriate to disclose this measure to help investors analyze our business performance and trends.
37
The following table provides a reconciliation of adjusted net earnings attributable to Altria and adjusted diluted EPS for the nine months ended September 30:
| (in millions of dollars, except per share data) | Earnings before Income Taxes | Provision for Income Taxes | Net Earnings Attributable to Altria | Diluted EPS | |||||||||||||
2026 Reported | $ | 9,078 | $ | 2,083 | $ | 6,999 | $ | 4.18 | |||||||||
| NPM Adjustment Items | (11) | (2) | (9) | — | |||||||||||||
| Acquisition-related items | 13 | 3 | 10 | — | |||||||||||||
| Asset impairment, exit and implementation costs | 106 | 26 | 80 | 0.05 | |||||||||||||
Tobacco and health and certain other litigation items | 120 | 29 | 91 | 0.05 | |||||||||||||
| Amortization of intangibles | 67 | 7 | 60 | 0.04 | |||||||||||||
| ABI-related special items | 41 | 8 | 33 | 0.02 | |||||||||||||
| Cronos-related special items | (9) | (1) | (8) | — | |||||||||||||
| Income tax items | — | 11 | (11) | (0.01) | |||||||||||||
2026 Adjusted for Special Items | $ | 9,405 | $ | 2,164 | $ | 7,245 | $ | 4.33 | |||||||||
2025 Reported | $ | 7,876 | $ | 2,046 | $ | 5,830 | $ | 3.45 | |||||||||
| NPM Adjustment Items | (2) | — | (2) | — | |||||||||||||
| Acquisition-related items | 96 | 16 | 80 | 0.05 | |||||||||||||
| Asset impairment, exit and implementation costs | 916 | 10 | 906 | 0.53 | |||||||||||||
| Tobacco and health and certain other litigation items | 48 | 11 | 37 | 0.02 | |||||||||||||
Amortization of intangibles | 112 | 20 | 92 | 0.05 | |||||||||||||
| ABI-related special items | 36 | 8 | 28 | 0.02 | |||||||||||||
| Cronos-related special items | 2 | — | 2 | — | |||||||||||||
| Income tax items | — | 7 | (7) | — | |||||||||||||
2025 Adjusted for Special Items | $ | 9,084 | $ | 2,118 | $ | 6,966 | $ | 4.12 | |||||||||
38
The following table provides a reconciliation of adjusted net earnings attributable to Altria and adjusted diluted EPS for the three months ended September 30:
| (in millions of dollars, except per share data) | Earnings before Income Taxes | Provision for Income Taxes | Net Earnings Attributable to Altria | Diluted EPS | |||||||||||||
2026 Reported | $ | 3,290 | $ | 776 | $ | 2,518 | $ | 1.51 | |||||||||
| Acquisition-related items | (1) | (1) | — | — | |||||||||||||
| Asset impairment, exit and implementation costs | 12 | 4 | 8 | — | |||||||||||||
Tobacco and health and certain other litigation items | 23 | 6 | 17 | 0.01 | |||||||||||||
| Amortization of intangibles | 21 | 3 | 18 | 0.01 | |||||||||||||
| ABI-related special items | (37) | (10) | (27) | (0.02) | |||||||||||||
| Cronos-related special items | (7) | (1) | (6) | — | |||||||||||||
| Income tax items | — | (19) | 19 | 0.01 | |||||||||||||
2026 Adjusted for Special Items | $ | 3,301 | $ | 758 | $ | 2,547 | $ | 1.52 | |||||||||
2025 Reported | $ | 3,075 | $ | 700 | $ | 2,375 | $ | 1.41 | |||||||||
| NPM Adjustment Items | (2) | — | (2) | — | |||||||||||||
| Acquisition-related items | 1 | (2) | 3 | — | |||||||||||||
| Asset impairment, exit and implementation costs | 13 | 3 | 10 | — | |||||||||||||
| Tobacco and health and certain other litigation items | 3 | — | 3 | — | |||||||||||||
Amortization of intangibles | 38 | 8 | 30 | 0.02 | |||||||||||||
| ABI-related special items | 34 | 7 | 27 | 0.02 | |||||||||||||
| Cronos-related special items | 18 | — | 18 | 0.01 | |||||||||||||
| Income tax items | — | 20 | (20) | (0.01) | |||||||||||||
2025 Adjusted for Special Items | $ | 3,180 | $ | 736 | $ | 2,444 | $ | 1.45 | |||||||||
The following special items affected the comparability of statements of earnings amounts for the nine and three months ended September 30, 2026 and 2025:
▪Acquisition-Related Items: We recorded net pre-tax charges reflecting expenses primarily related to the ITC exclusion order and cease-and-desist orders prohibiting the importation and sale of NJOY ACE in the United States. These charges are net of any insurance recoveries from insurance contracts associated with the acquisition of NJOY Holdings, Inc. (“NJOY Transaction”). For further information on the ITC’s determination, see E-vapor Product Litigation - JUUL Patent Litigation in Note 12. Contingencies (“Note 12”). We recorded these items as follows:
| For the Nine Months Ended September 30, | For the Three Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
Net revenues (1) | $ | — | $ | 42 | $ | — | $ | — | |||||||||||||||
Cost of sales (1) | — | 44 | — | — | |||||||||||||||||||
Marketing, administration and research costs (2) | 13 | (15) | (1) | 1 | |||||||||||||||||||
| Total | $ | 13 | $ | 71 | $ | (1) | $ | 1 | |||||||||||||||
(1) Included in our all other category.
(2) Recorded as general corporate expense. Amounts are net of insurance recoveries of $17 million and $34 million for the nine months ended September 30, 2026 and 2025, respectively, and $10 million and $9 million for the three months ended September 30, 2026 and 2025, respectively. To date, we incurred total costs of $181 million, primarily associated with the ITC exclusion order and cease-and-desist orders prohibiting the importation and sale of NJOY ACE in the United States and patent infringement lawsuits related to the NJOY Transaction, which were offset by insurance recoveries of $81 million.
Additionally, we recorded a non-cash, pre-tax charge of $25 million for the nine months ended September 30, 2025 for the change in the fair value of the contingent payments associated with the NJOY Transaction, which was recorded as general corporate expense and included in marketing, administration and research costs in our condensed consolidated statements of earnings. For further information, see Contingent Payments in Note 5. Financial Instruments.
39
▪Asset Impairment, Exit and Implementation Costs: We recorded pre-tax exit and implementation costs of $87 million and $9 million for the nine and three months ended September 30, 2026, respectively, related to our plan to transition USSTC’s manufacturing operations at our Nashville, Tennessee plant to a new facility to be constructed on our existing campus in Hopkinsville, Kentucky (“USSTC Facilities Consolidation”). We recorded pre-tax exit and implementation costs of $19 million and $3 million for the nine and three months ended September 30, 2026, respectively, and $43 million and $13 million for the nine and three months ended September 30, 2025, respectively, related to our Optimize & Accelerate initiative (“Initiative”). For further discussion and a breakdown of these costs by segment, see Note 3. Exit and Implementation Costs.
We recorded a non-cash impairment charge of $873 million to reduce the carrying value of the e-vapor reporting unit goodwill to its estimated fair value for the nine months ended September 30, 2025 in our all other category. For further discussion, see Note 2.
▪Tobacco and Health and Certain Other Litigation Items: For a discussion of tobacco and health and certain other litigation items and a breakdown of these costs by segment, see Note 12 and Tobacco and Health and Certain Other Litigation Items in Note 9, respectively.
▪Amortization of Intangibles: We recorded pre-tax amortization expense associated with definite-lived intangible assets of $67 million and $112 million for the nine months ended September 30, 2026 and 2025, respectively, and $21 million and $38 million for the three months ended September 30, 2026 and 2025, respectively, in marketing, administration and research costs in our condensed consolidated statements of earnings.
▪ABI-Related Special Items: We recorded net pre-tax losses of $41 million for the nine months ended September 30, 2026 due primarily to a dilution loss resulting from ABI’s share activity that reduced our ABI ownership interest, partially offset by mark-to-market gains on certain ABI financial instruments associated with its share commitments. We recorded net pre-tax earnings of $37 million for the three months ended September 30, 2026 due primarily to mark-to-market gains on certain ABI financial instruments associated with its share commitments.
We recorded net pre-tax losses of $36 million and $34 million from our investment in ABI for the nine and three months ended September 30, 2025, respectively, consisting primarily of mark-to-market losses on certain ABI financial instruments associated with its share commitments.
The ABI-related special items include our respective share of the amounts recorded by ABI and additional adjustments related to (i) the conversion of ABI-related special items from international financial reporting standards to GAAP and (ii) adjustments to our investment required under the equity method of accounting.
Nine Months Ended September 30, 2026 Compared with Nine Months Ended September 30, 2025
Net revenues, which include excise taxes billed to customers, increased $238 million (1.4%), due primarily to higher net revenues in our smokeable products segment.
Cost of sales increased $139 million (3.4%), due primarily to higher manufacturing costs in our smokeable products and oral tobacco products segments and 2026 costs related to the USSTC Facilities Consolidation, partially offset by lower shipment volume in our smokeable products segment and lower NJOY costs.
Excise taxes on products decreased $257 million (10.8%), due primarily to higher refunds of taxes and duties paid on imported cigarettes and lower shipment volume in our smokeable products segment.
Marketing, administration and research costs increased $51 million (2.9%), due primarily to higher spending in our smokeable products segment, which includes higher tobacco and health and certain other litigation items, higher general corporate expenses and higher spending in our oral tobacco products segment, partially offset by lower amortization of intangibles and lower costs related to our Initiative.
Operating income increased $1,157 million (14.0%), due primarily to higher OCI (which includes the impact of a non-cash impairment of the e-vapor reporting unit goodwill in 2025).
(Income) losses from investments in equity securities was favorable $89 million (22.4%), due primarily to higher income from our equity investment in ABI.
Reported net earnings attributable to Altria of $6,999 million increased $1,169 million (20.1%), due primarily to higher operating income. Reported basic and diluted EPS of $4.18, each increased by 21.2%, due primarily to higher reported net earnings attributable to Altria.
Adjusted net earnings attributable to Altria of $7,245 million increased $279 million (4.0%), due primarily to higher OCI and higher income from our equity investment in ABI. Adjusted diluted EPS of $4.33 increased by 5.1%, due primarily to higher adjusted net earnings attributable to Altria and fewer shares outstanding.
40
Three Months Ended September 30, 2026 Compared with Three Months Ended September 30, 2025
Net revenues, which include excise taxes billed to customers, increased $60 million (1.0%), due primarily to higher net revenues in our smokeable products segment.
Cost of sales increased $61 million (4.2%), due primarily to higher manufacturing costs in our smokeable products and oral tobacco products segments and 2026 costs related to the USSTC Facilities Consolidation, partially offset by lower shipment volume in our smokeable products segment.
Excise taxes on products decreased $130 million (15.8%), due primarily to higher refunds of taxes and duties paid on imported cigarettes and lower shipment volume in our smokeable products segment.
Marketing, administration and research costs increased $45 million (7.8%), due primarily to higher spending in our smokeable products segment, which includes higher tobacco and health and certain other litigation items, and higher spending in our all other category, partially offset by lower amortization of intangibles.
Operating income increased $83 million (2.6%), due primarily to higher OCI.
(Income) losses from investments in equity securities was favorable $135 million (100+%), due primarily to higher income from our equity investment in ABI, which includes the impact of favorable special items discussed above.
Provision for income taxes increased $76 million (10.9%), due primarily to a prior year net income tax benefit from tax reserves associated with our investment in ABI and higher earnings before income taxes.
Reported net earnings attributable to Altria of $2,518 million increased $143 million (6.0%), due primarily to favorable results from our investments in equity securities and higher operating income, partially offset by unfavorable income tax items. Reported basic and diluted EPS of $1.51, each increased by 7.1%, due primarily to higher reported net earnings attributable to Altria.
Adjusted net earnings attributable to Altria of $2,547 million increased $103 million (4.2%), due primarily to higher OCI and higher income from our investments in equity securities. Adjusted diluted EPS of $1.52 increased by 4.8%, due primarily to higher adjusted net earnings attributable to Altria.
Operating Results by Business Segment
Business Environment
Summary
The U.S. nicotine industry faces a number of business, legal and regulatory challenges that have materially adversely affected and may continue to materially adversely affect our business, results of operations, cash flows or financial position or our ability to achieve our Vision. These challenges, some of which are discussed in more detail in Note 12, and in Part I, Item 1A Risk Factors in our 2025 Form 10-K, include:
▪pending and threatened litigation and bonding requirements;
▪restrictions and requirements imposed by the Family Smoking Prevention and Tobacco Control Act (“FSPTCA”) and restrictions and requirements (and related enforcement actions) that have been, and in the future will be, imposed by the FDA;
▪the FDA’s failure to effectively address illicit nicotine products on the market, including illicit disposable e-vapor and oral nicotine pouch products;
▪illicit trade in nicotine products, including cigarettes, e-vapor products and oral nicotine pouch products;
▪actual and proposed excise tax increases, as well as changes in tax structures and tax stamping requirements;
▪bans and restrictions on nicotine product use imposed by governmental entities and private establishments and employers;
▪other federal, state and local government actions, including:
▪restrictions on the sale of certain nicotine products, the sale of nicotine products by certain retail establishments, the sale of nicotine products with characterizing flavors and the sale of nicotine products in certain package sizes;
▪additional restrictions on the advertising and promotion of nicotine products;
▪other actual and proposed tobacco- or nicotine-related legislation and regulation;
▪prohibitions on the sale of tobacco products based on environmental concerns and the imposition of responsibility on manufacturers for the disposal, recycling or other treatment of post-consumer goods such as plastic packaging; and
▪governmental investigations;
▪reductions in consumption levels of cigarettes and MST products resulting in lower shipment volumes;
▪increased efforts by tobacco control advocates and other private sector entities (including retail establishments) to further restrict the availability and use of nicotine products or the ability to communicate with adult nicotine consumers through third-party digital platforms;
41
▪changes in adult nicotine consumer purchase behavior, which is influenced by various factors such as macroeconomic and geopolitical conditions (including inflation, tariffs and the economic impacts of international armed conflicts), the proliferation of illicit disposable e-vapor products, excise taxes and product price gap relationships, each of which has resulted and may in the future result in adult nicotine consumers switching to lower-priced nicotine products and lower shipment volumes;
▪the highly competitive nature of all nicotine categories, including competitive disadvantages related to (i) the impact on cigarette prices due to the settlement of certain healthcare cost recovery litigation, (ii) the growth of innovative nicotine products, such as e-vapor and oral nicotine pouch products, and (iii) the ability to receive refunds of certain duties, taxes and fees paid on imported tobacco products when offsetting volumes of those products or substantially similar products are subsequently exported;
▪the growth of products using nicotine analogues that are designed to imitate the effects of nicotine but are not subject to the FDA regulatory framework for tobacco products; and
▪potential adverse changes in prices, availability and quality of tobacco, other raw materials and component parts, including as a result of changes in macroeconomic, geopolitical, climate and environmental conditions.
We continue to monitor the evolving business, legal and regulatory challenges within our business environment to assess potential impacts on us. Changes in these and other conditions could have a material adverse effect on our business, results of operations, cash flows, financial position and our ability to achieve our Vision.
FSPTCA and FDA Regulation
▪The Regulatory Framework: The FSPTCA and its related 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 premarket review pathways for new and modified tobacco products (see Premarket 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 public health (see Potential Product Standards below); and
▪equip the FDA with a variety of investigatory and enforcement tools, including the authority to inspect product manufacturing and other facilities (see Investigation and Enforcement below).
Under the FSPTCA and its related regulations, tobacco products are defined as any products made or derived from tobacco or containing nicotine derived from any source and intended for human consumption. Currently, the FDA maintains that the statutory definition of tobacco products does not cover products containing nicotine analogues, which are designed to imitate the effects of nicotine.
▪Final Tobacco Marketing Rule: As required by the FSPTCA, the FDA has promulgated a wide range of advertising and promotion restrictions for cigarettes and smokeless tobacco(1) products (the “Final Tobacco Marketing Rule”), which the FDA has subsequently amended 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 such as synthetic nicotine.
▪Rulemaking and Guidance: From time to time, the FDA issues proposed regulations and guidance, which may be issued in draft or final form, that generally involve public comment and may include scientific review. We 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 states, territories and localities of their laws and regulations as well as of the State Settlement Agreements. See State Settlement Agreements below. Such enforcement efforts may adversely affect our operating companies’ abilities to market and sell tobacco products in those states, territories and localities.
▪Premarket Review Pathways for Tobacco Products and Market Authorization Enforcement: The FSPTCA permits the sale of tobacco products on the market as of February 15, 2007 and not subsequently modified (“Pre-existing Tobacco Products”) and new or modified products authorized through the PMTA, Substantial Equivalence (“SE”) or SE Exemption pathways. Subsequent FDA rules also provide a Supplemental PMTA pathway designed to increase the efficiency of submission and review for modified versions of previously authorized products.
(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.
42
For products currently on the market, the FDA premarket authorization enforcement policy varies based on product type and date of availability on the market, specifically:
▪Pre-existing Tobacco Products are exempt from the premarket 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;
▪tobacco products that were already on the market and first regulated by the FDA in 2016, including cigars, e-vapor products and oral nicotine pouches that are not Pre-existing Tobacco Products, are generally products for which either an SE report or PMTA needed to be filed by September 9, 2020; and
▪tobacco products containing nicotine from any source other than tobacco (e.g., synthetic nicotine) that were on the market between March 15, 2022 and April 14, 2022 and are not Pre-existing Tobacco Products are generally products for which a manufacturer must have filed a PMTA by May 14, 2022. A manufacturer was permitted to keep such a product on the market until July 13, 2022 provided that a PMTA was filed by May 14, 2022. Thereafter, unless the FDA granted the product a marketing order, the product is subject to possible FDA enforcement.
The FSPTCA requires the FDA to issue a marketing order (either a marketing granted order (“MGO”) or a marketing denial order (“MDO”)) with respect to a PMTA no later than 180 days after receipt of the PMTA. The FSPTCA allows any party that receives an MDO to seek expedited judicial review of the ruling in a federal appellate court within 30 days after the denial. Together, these statutory deadlines for FDA action and judicial review create a structure and timeline for manufacturers seeking to market new products. While it is possible that the FDA may bring an enforcement action relating to commercialized products for which a PMTA has been pending longer than the 180-day review period, we believe that any such enforcement action would conflict with the timing provisions in the FSPTCA and the FDA’s current enforcement policies and guidance. Our operating companies may decide to commercialize products that have not received MGOs from the FDA if the operating company submitted a PMTA with respect to any such product in compliance with the FSPTCA and the FDA failed to issue a marketing order within the statutory review period.
In September 2026, Helix, NJOY and certain of their trade partners filed a lawsuit in the U.S. District Court for the Northern District of Texas claiming that the FDA routinely has failed to comply with its obligation under the FSPTCA to issue marketing orders within the 180-day statutory review period following receipt of a PMTA. Among other relief, plaintiffs have requested that the court order the FDA to adopt a new rule or process under the FSPTCA to facilitate compliance with statutory deadlines for the issuance of marketing orders with respect to PMTAs. In October 2026, the court granted the parties’ request to stay the litigation to permit the FDA to engage in rulemaking to address the defects in the current rule identified in the lawsuit.
Modifications to currently marketed products, including modifications that result from, for example, (i) changes to the quantity of tobacco product(s) in a package, (ii) a manufacturer being unable to acquire ingredients or (iii) a supplier or contract manufacturer being unable to maintain the consistency required in ingredients or manufacturing processes, could trigger the FDA’s premarket review process. Additionally, a manufacturer may be unable to maintain consistency in manufacturing processes as it increases the scale of its manufacturing operations in response to market expansion or product introduction. These circumstances could cause a manufacturer to receive (i) a “not substantially equivalent” determination or (ii) a denial or withdrawal of a PMTA, either of which could result in a product being removed from the market. In addition, new scientific data continues to be developed relating to innovative nicotine products, which could impact the FDA’s determination as to whether a product is, or continues to be, appropriate for the protection of public health and could, therefore, result in the removal of one or more products from the market. Any such actions affecting our operating companies’ products could have a material adverse impact on our business, results of operations, cash flows or financial position.
Products Regulated in 2009: Most cigarette and smokeless tobacco products currently marketed by PM USA and USSTC are “Provisional Products.” PM USA and USSTC timely submitted SE reports for these Provisional Products and have received SE determinations on certain Provisional Products. Those products 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 continue to be subject to the FDA’s premarket 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 continue to be legally marketed without further FDA review. PM USA and USSTC have Provisional Products included in this subset of products.
While we believe PM USA’s and USSTC’s current Provisional Products meet the statutory requirements of the FSPTCA, we cannot predict how the FDA will ultimately apply law, regulation, guidance or enforcement authority to various SE reports. Should PM USA or
43
USSTC receive unfavorable determinations on any SE report currently pending with the FDA, we believe PM USA and USSTC can replace the vast majority of these product volumes with other FDA authorized products or with Pre-existing Tobacco Products.
Cigarette and smokeless tobacco products introduced into the market or modified after March 22, 2011 are “Non-Provisional Products” and must apply to receive an MGO from the FDA prior to being offered for sale. MGOs for Non-Provisional Products may be obtained by filing an SE report or a PMTA or using another premarket pathway established by the FDA. PM USA and USSTC may not be able to obtain an MGO 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 a PMTA by the filing deadline of September 9, 2020 in order for their products to remain on the market. These products can remain on the market during FDA review through enforcement discretion, so long as the report or application was timely filed with the FDA. For those products still under FDA review, it is uncertain when and for how long the FDA may permit continued marketing and sale of those products pursuant to its discretion. For products (new or modified) not on the market as of August 8, 2016, manufacturers must file an SE report or a PMTA. As described above, the FSPTCA requires the FDA to issue a marketing order with respect to a PMTA no later than 180 days after receipt of the PMTA.
In May 2026, the FDA issued guidance concerning how it intends to enforce premarket review requirements for certain e-vapor and oral nicotine pouch products with pending PMTAs. The guidance indicates that the FDA generally will not prioritize enforcement against e-vapor and oral nicotine pouch products with (i) pending PMTAs that are undergoing scientific review or (ii) pending Supplemental PMTAs for products, other than flavored e-vapor products, that have been accepted and pending for more than 180 days. The guidance further states that the FDA may pursue enforcement on a case-by-case basis. Products that generally will not be eligible for enforcement discretion include products appealing to youth and products that present public health or safety concerns greater than those typically presented by e-vapor or oral nicotine pouch products. In July 2026, several public health organizations challenged the FDA’s May 2026 guidance in the U.S. District Court for the District of Maryland. In October 2026, Helix and NJOY moved to intervene in the litigation in support of the FDA.
Helix submitted PMTAs for on! oral nicotine pouches on the market as of August 2016 in May 2020, PMTAs for additional on! oral nicotine pouches in September 2024, PMTAs for on! PLUS oral nicotine pouches in tobacco, mint and wintergreen flavors in June 2024 and PMTAs for on! PLUS oral nicotine pouches in additional flavors in November 2025 and June 2026. In September 2025, the FDA launched a pilot program intended to increase efficiency and streamline the review process for PMTAs for select oral nicotine pouch products. In December 2025, the FDA issued MGOs with respect to on! PLUS oral nicotine pouches in tobacco, mint and wintergreen flavors in 6 mg and 9 mg nicotine levels. In August 2026, the FDA issued MGOs with respect to on! oral nicotine pouches in autumn spice, rich berry and cappuccino flavors in 2 mg and 4 mg nicotine levels. As of October 26, 2026, the FDA has not issued a marketing order with respect to any other on! or on! PLUS product.
In June 2023, we gained full global ownership of NJOY’s e-vapor product portfolio, including NJOY ACE, a pod-based e-vapor product with MGOs from the FDA, including for tobacco flavor variants, and NJOY Daily, which also has MGOs for tobacco flavor variants. In June 2024, NJOY received MGOs with respect to two NJOY ACE menthol products and two NJOY Daily menthol products. NJOY ACE is subject to ITC exclusion and cease-and-desist orders prohibiting importation and sale in the United States. NJOY Daily is not subject to these orders. See Note 12.
As of October 26, 2026, Middleton has received MGOs or exemptions that cover over 99% of its cigar product volume.
Effect of Adverse FDA Determinations: FDA review timeframes have varied. It is therefore difficult to predict the duration of FDA reviews of SE reports or PMTAs. An unfavorable determination on an application, the withdrawal by the FDA of a prior MGO, an FDA enforcement action or other changes in FDA regulatory requirements could result in the removal of products from the market. A “not substantially equivalent” determination, a denial of a PMTA, an MGO withdrawal or an enforcement action by the FDA with respect to one or more products (each of which could require the removal of the product or products from the market) could have a material adverse impact on our business, results of operations, cash flows or financial position. Also, adverse FDA determinations or enforcement actions concerning innovative nicotine products could have a material adverse effect on our innovative nicotine businesses and our ability to achieve our Vision.
Post-Market Surveillance: Manufacturers that receive MGOs must adhere to the FDA post-market record keeping and reporting requirements, as detailed in market orders and in the final PMTA rule. The requirements include prior notification of marketing activities. The FDA may amend requirements of an MGO or withdraw the MGO based on this information if, among other reasons, it determines that the continued marketing of the products is no longer appropriate for the protection of the public health.
▪FDA Regulatory Actions
▪Graphic Warnings: In March 2020, the FDA issued a final rule requiring 11 textual warnings accompanied by color graphics depicting certain negative health consequences of smoking on cigarette packaging and advertising. PM USA and other cigarette manufacturers filed lawsuits challenging the final rule on substantive and procedural grounds. In December 2022, the
44
U.S. District Court for the Eastern District of Texas found in favor of cigarette manufacturers in one such suit and blocked the rule, finding it unconstitutional on the basis that it compelled speech in violation of the First Amendment. The FDA appealed the decision, and, in March 2024, the U.S. Court of Appeals for the Fifth Circuit reversed the district court and remanded the case for further proceedings. In August 2024, the cigarette manufacturers in the suit petitioned the U.S. Supreme Court to review the case, which the U.S. Supreme Court declined to do.
In January 2025, the U.S. District Court for the Eastern District of Texas found in favor of cigarette manufacturers that had challenged the final rule on the basis that the FDA exceeded its statutory authority by requiring cigarette packaging and advertising to contain 11 specific warnings when it only had the authority to require nine. In its ruling, the court granted a preliminary injunction staying the FDA’s enforcement of the rule against all cigarette manufacturers pending further litigation. In March 2025, the FDA appealed that decision to the U.S. Court of Appeals for the Fifth Circuit. In August 2026, the U.S. Court of Appeals for the Fifth Circuit affirmed the district court’s order, holding that the FDA likely exceeded its statutory authority, and granted postponement of the final rule’s effective date pending further litigation.
In December 2024, PM USA and several Georgia co-plaintiffs filed suit against the FDA in the U.S. District Court for the Southern District of Georgia, challenging the final rule on substantive and procedural grounds. In August 2025, the federal court vacated the final rule on the basis that the FDA violated federal law by not disclosing timely data it relied on in creating the rule. In October 2025, the FDA appealed that decision to the U.S. Court of Appeals for the Eleventh Circuit.
▪Underage Access and Use of Nicotine Products: We have engaged with the FDA on the need to address underage access to and use of nicotine products and have reaffirmed to the FDA our ongoing and long-standing commitment to preventing underage use. For example, we advocated raising the minimum legal age to purchase all tobacco products to 21 at the federal and state levels to further address underage use, which is now federal law. We continue to advocate in states that have not yet raised the minimum legal age to purchase all tobacco products to 21.
▪E-Vapor Products: As of October 26, 2026, many manufacturers of menthol and other flavored e-vapor products have received MDOs for failure to provide sufficiently strong product-specific scientific evidence to demonstrate that the benefits of their products to adult smokers overcome the risks that their products pose to youth. The FDA has communicated in these MDOs that e-vapor products with non-tobacco flavors present unique questions relevant to the FDA’s “Appropriate for the Protection of Public Health” standard and that successful applications require strong, product-specific evidence. This perspective is reflected in the FDA’s May 2026 guidance regarding how it intends to enforce premarket review requirements for certain e-vapor and oral nicotine pouch products with pending PMTAs. A number of manufacturers are challenging the MDOs for their products. In January 2024, the U.S. Court of Appeals for the Fifth Circuit ruled that the FDA had unlawfully changed its position with respect to the information required to obtain an MGO. In April 2025, the U.S. Supreme Court vacated the U.S. Court of Appeals for the Fifth Circuit’s determination, concluding that manufacturers had been given fair notice of the PMTA requirements, and remanded the case for further review. Other U.S. Courts of Appeals have upheld adverse FDA determinations.
▪Potential Product Standards
▪Nicotine in Cigarettes and Other Combustible Tobacco Products: In January 2025, the FDA proposed a tobacco product standard that would establish a maximum nicotine level in cigarettes and certain other combustible tobacco products (including little cigars, cigarillos and most large cigars) significantly lower than the average concentration in these products currently on the market with the aim of making such products minimally or non-addictive. The public comment period on the proposed product standard closed in September 2025, and we have engaged with the FDA through the rulemaking process, including by submitting comments. We believe the rulemaking process for this proposed product standard will take multiple years to complete.
▪Flavors in Tobacco Products: In April 2022, the FDA issued two proposed product standards: (i) banning menthol in cigarettes and (ii) banning all characterizing flavors (including menthol) in cigars. We submitted comments during the notice-and-comment period. In October 2023, the FDA submitted the two proposed product standards to the White House Office of Management and Budget for review. In January 2025, the Trump Administration withdrew the two proposed product standards from the Office of Management and Budget (“OMB”) and sent them back to the FDA.
▪N-nitrosonornicotine (“NNN”) in Smokeless Tobacco: In January 2017, the FDA proposed a product standard for NNN levels in finished smokeless tobacco products.
If any one or more of the foregoing potential product standards were to become final and was appealed and upheld in the courts, it could have a material adverse effect on our business, results of operations, cash flows or financial position, including a material adverse effect on the carrying value of certain of our assets such as our cigar trademarks.
▪Tobacco Product Manufacturing Practices: In March 2023, the FDA, pursuant to the requirements of the FSPTCA, issued a proposed rule setting forth requirements for tobacco product manufacturers regarding the manufacture, design, packing and storage of their products. This proposed rule establishes a framework of tobacco product manufacturing practices. OMB lists
45
the rule as a long-term action. If the proposed rule were to take effect, our operating companies could experience increased costs to comply with the rule.
▪Impact on Our Business; Compliance Costs and User Fees: Additional FDA regulatory actions under the FSPTCA could have a material adverse effect on our business, results of operations, cash flows or financial position in various ways. For example, actions (or inaction) by the FDA could:
▪impact the consumer acceptability of nicotine products;
▪discontinue, delay or prevent the sale or distribution of existing, new or modified nicotine products;
▪limit adult nicotine consumer choices;
▪impose restrictions on communications with adult nicotine consumers;
▪create a competitive advantage or disadvantage for certain nicotine companies;
▪impose additional manufacturing, labeling or packaging requirements;
▪impose additional restrictions at retail;
▪result in increased illicit trade in nicotine products; and
▪otherwise significantly increase the cost of doing business.
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 user 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 market share and industry volume. See Liquidity and Capital Resources - Payments Under State Settlement Agreements and FDA Regulation below for a discussion of our FDA user fee payments. In addition, our operating companies’ compliance with the FSPTCA’s regulatory requirements has resulted, and will continue to result, in additional costs. 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. The failure to comply with FDA regulatory requirements, even inadvertently, and FDA enforcement actions also could have a material adverse effect on our business, results of operations, cash flows or financial position.
▪Investigation and Enforcement: The FDA has a number of investigatory and enforcement tools available to it, including document requests and other required information submissions, facility inspections, facility closures, 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 our business, results of operations, cash flows or financial position.
Although the FDA, in conjunction with other federal entities, has increased enforcement activity in certain areas, insufficient actions against manufacturers, distributors and retailers of tobacco products requiring FDA review for which no PMTA has been submitted have allowed such products to proliferate on the market. In addition, the FDA’s failure to clearly define product pathways and issue marketing orders within the statutory review period has resulted in a market with few authorized smoke-free products available to adult nicotine consumers.
Excise Taxes
Tobacco products are subject to substantial excise taxes in the United States. 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 United States. 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 26, 2026, the weighted-average state cigarette excise tax increased from $0.36 to $2.02 per pack. As of October 26, 2026, one state (Utah) has enacted legislation increasing cigarette excise taxes in 2026, and various increases are under consideration or have been proposed.
Many 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. We 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 26, 2026, the federal government, 24 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 are proposing excise taxes on e-vapor products and oral nicotine pouches. As of October 26, 2026, 37 states, the District of Columbia, Puerto Rico and a number of cities and counties have enacted legislation to tax e-vapor
46
products. These taxes are calculated in varying ways and may differ based on the e-vapor product form. Similarly, 21 states and the District of Columbia have enacted legislation to tax oral nicotine pouches.
Tax increases are expected to continue to have an adverse impact on sales of our operating companies’ products through lower consumption levels and the potential shift in adult nicotine consumer purchases from premium to non-premium or discount cigarettes, to lower-taxed nicotine products or to counterfeit and contraband products. Lower sales volume and reported share performance of our operating companies’ products could have a material adverse effect on our business, results of operations, cash flows or financial position. Changes to federal or state tax laws or challenges to one or more of our positions with respect to those laws, including with respect to the availability of duty drawback, which allows manufacturers to receive refunds of certain duties, taxes and fees paid on imported tobacco products when offsetting volumes of those products or substantially similar products are subsequently exported, could increase the taxes and other fees payable with respect to our operating companies’ products or reduce the amount of taxes and other fees paid by our operating companies for which refunds are available. In addition, substantial excise tax increases on e-vapor and oral nicotine products may negatively impact adult smokers’ transition to these products, which could materially adversely affect our innovative nicotine businesses and our ability to achieve our Vision.
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 26, 2026, 182 countries, as well as the European Union, have become parties to the FCTC. While the United States is a signatory of the FCTC, it is not a party to the agreement, as the agreement has not been submitted to, or ratified by, the U.S. 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 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 United States, either indirectly or as a result of the United States 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, PM USA and other major domestic cigarette manufacturers have 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. Higher rates of inflation can increase our financial liability under the State Settlement Agreements as the State Settlement Agreements’ inflation calculations require us to apply the higher of 3% or the U.S. Bureau of Labor Statistics’ Consumer Price Index for All Urban Consumers (“CPI-U”) percentage rate as published in January of each year. As of December 2025, the applicable percentage rate was approximately 2.7% based on the latest CPI-U data. We will continue to monitor the impact of increased inflation on the macroeconomic environment and our businesses.
For a discussion of the impact of the State Settlement Agreements on us, see Liquidity and Capital Resources - Payments Under State Settlement Agreements and FDA Regulation below and Note 12. The State Settlement Agreements also place numerous requirements and restrictions on participating manufacturers’ business operations, including prohibitions and restrictions on the advertising and marketing of cigarettes and smokeless tobacco products. 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; 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.
USSTC has entered into the Smokeless Tobacco Master Settlement Agreement (the “STMSA”) with the attorneys general of various states and United States 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: Various states and localities have enacted or proposed legislation that imposes restrictions on tobacco products (including cigarettes, smokeless tobacco, cigars, e-vapor products and oral nicotine pouches), such as legislation that (i) prohibits the sale of all tobacco products or certain tobacco categories, such as e-vapor, (ii) prohibits the sale of tobacco products with characterizing flavors, such as menthol cigarettes and flavored e-vapor products, (iii) requires the disclosure of health information separate from or in addition to federally mandated health warnings, (iv) restricts commercial speech or imposes additional restrictions on the marketing or sale of tobacco products and (v) requires manufacturers of e-vapor products to certify that they are in compliance with FDA requirements to be allowed to sell in the state. 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
47
prohibitions. As of October 26, 2026, multiple states and localities are considering legislation to ban flavors in one or more tobacco products, and six states (California, Massachusetts, New Jersey, New York, Rhode Island and Utah) and the District of Columbia have passed such legislation. New York exempts certain products that have received FDA market authorization through the PMTA pathway. The legislation in the State of California bans the sale of most tobacco products with characterizing flavors, including menthol, mint and wintergreen. The State of Maryland banned e-vapor product flavors other than tobacco and menthol through Maryland Department of Assessments and Taxation rulemaking.
The States of Indiana, Massachusetts and Utah passed legislation capping the amount of nicotine in e-vapor products. As of October 26, 2026, legislation relating to this issue is pending in one other state.
In September 2026, the State of California enacted legislation banning the manufacture and import of single-use, battery-powered e-vapor products effective January 2027 and the retail sale of such products effective January 2028.
Similar restrictions to those enacted or proposed in various U.S. states and localities on e-vapor and oral nicotine pouch products have been enacted or proposed internationally.
Certain legislation imposing restrictions on tobacco products, such as state laws requiring manufacturers of e-vapor products to certify that they are in compliance with federal law in order to sell products in the state, aligns with our Vision, and we actively engage with lawmakers in support of such legislation. It is possible, however, that legislation, regulation or other governmental action could be enacted or implemented that could have a material adverse impact on our business, results of operations, cash flows or financial position. Such action also could negatively impact adult smokers’ transition to smoke-free products, which could materially adversely affect our innovative nicotine businesses and our ability to achieve our Vision. We have challenged and will continue to challenge certain federal, state and local legislation and other governmental action, including through litigation.
▪Federal, State and Local Legislation to Increase the Legal Age to Purchase Tobacco 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, the federal government passed legislation increasing the minimum age to purchase all tobacco products, including e-vapor products, to 21 nationwide. As of October 26, 2026, 44 states, the District of Columbia and Puerto Rico 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 our operating companies’ sales volumes, we support and advocate for raising the minimum legal age to purchase all tobacco products to 21 at the federal and state levels.
▪Health Effects of Tobacco Products, Including E-vapor 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. We 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, including e-vapor products. Along with the scientific and public health communities, we continue to study and gather scientific evidence concerning the health effects of e-vapor and other innovative nicotine products. 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. Scientific determinations as to any health risks or negative health consequences associated with the use of e-vapor and other innovative nicotine products could materially adversely affect our innovative nicotine products businesses and our ability to achieve our Vision.
Most jurisdictions within the United States 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.
▪Other Legislation or Governmental 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, 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; prohibit the sale of tobacco products based on environmental concerns; impose responsibility on manufacturers for the disposal, recycling or other treatment of post-consumer goods such as plastic packaging; 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. In addition, if a pandemic or similar health emergency occurs, state and local governments may reimpose additional health and safety requirements for all businesses, which could result in the potential temporary closure of certain businesses and facilities. 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 additional government-mandated temporary closures and restrictions.
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
48
the tobacco industry generally. Any such legislation, regulation or other governmental action could have a material adverse impact on our business, results of operations, cash flows or financial position.
▪Governmental Investigations: From time to time, we are subject to governmental investigations on a range of matters. For example, we are, or have been, subject to a number of governmental investigations with respect to our former investment in JUUL, which we divested in March 2023, including the following: (i) the U.S. Federal Trade Commission issued a Civil Investigative Demand to us while conducting its antitrust review of our former investment in JUUL; (ii) the U.S. Securities and Exchange Commission commenced an investigation relating to our acquisition, disclosures and accounting controls in connection with the JUUL investment; and (iii) the New York State Office of the Attorney General and the Commonwealth of Massachusetts Office of the Attorney General, separately, issued independent subpoenas to us seeking documents relating to our former investment in and provision of services to JUUL.
Private Sector Activity on Tobacco Products
A number of retailers, including national chains, have discontinued the sale of all tobacco products, and others have discontinued the sale of e-vapor products. Reasons for the discontinuation include change in corporate policy and, with respect to e-vapor products, reported illnesses and the uncertain regulatory environment. Furthermore, third-party digital platforms, such as app stores, have restricted, and in some cases prohibit, communications with adult nicotine consumers concerning tobacco products. It is possible that if this private sector activity becomes more widespread it could have an adverse effect on our business, results of operations, cash flows or financial position.
Illicit Trade in Tobacco Products
Illicit trade in tobacco products has had, and could continue to have, an adverse impact on our businesses, including the sales volumes and market shares of our operating companies’ innovative and smoke-free products and traditional tobacco products. Illicit trade can take many forms, including the sale of counterfeit tobacco products; the sale of tobacco products requiring FDA review for which no PMTA has been submitted; the sale of tobacco products in the United States that are intended for sale outside the country; the sale of untaxed tobacco products over the Internet and by other means designed to avoid the collection of applicable taxes; and 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 products can negatively affect adult nicotine consumer experiences with and opinions of those brands. Illicit disposable e-vapor and oral nicotine pouch products may be designed to appeal to youth and are manufactured without scientific standards, exposing consumers to undocumented risks. Illicit trade in tobacco products also harms law-abiding wholesalers and retailers by depriving them of lawful sales and undermines the significant investment we have made in legitimate distribution channels. Moreover, illicit trade in tobacco products results in federal, state and local governments losing tax revenues. Losses in tax revenues can cause such governments to take various actions, including increasing excise taxes, imposing legislative or regulatory requirements, or asserting claims against manufacturers of tobacco products or members of the trade channels through which such tobacco products are distributed and sold, each of which could have an adverse effect on our business, results of operations, cash flows or financial position.
Prohibitionist policies, such as California’s ban on the sale of flavored tobacco products, can have unintended negative consequences, including the proliferation of counterfeit and unregulated products. We actively engage with regulators, state and federal lawmakers, our trade partners and other stakeholders to bring awareness to these issues. When appropriate, we also take legal action to protect our FDA-authorized e-vapor product business, such as the lawsuit we filed in federal court in California against manufacturers, distributors and retailers of illicit e-vapor products, which we settled in October 2025. Pursuant to the terms of the settlement, a foreign manufacturer and certain domestic distributors of illicit disposable e-vapor devices are prohibited from selling or shipping flavored e-vapor products to consumers, retailers, wholesalers or distributors located in the State of California and from selling or shipping such products to anyone if they have actual knowledge that the products will ultimately be resold or reshipped to consumers in the State of California.
In June 2024, the U.S. Department of Justice (“DOJ”) and the FDA announced the creation of a federal multi-agency task force to combat the illegal marketing and sale of e-vapor products in the United States. The DOJ and the FDA stated that the task force will focus on many topics, such as investigating and prosecuting new criminal, civil, seizure and forfeiture actions under various U.S. laws, including the FSPTCA. While these federal entities have increased enforcement activity against manufacturers, distributors and retailers of tobacco products requiring FDA review for which no PMTA has been submitted, we do not believe these efforts have had a significant impact on the volume of such products on the market.
Price, Availability and Quality of Tobacco, Other Raw Materials, Ingredients and Component Parts
Shifts in crops (such as those driven by economic conditions, adverse weather patterns and natural disasters), government restrictions and mandated prices, production control programs, economic trade sanctions, import duties and tariffs, international trade disruptions, labor disruptions, inflation, geopolitical instability, climate and environmental changes and disruptions due to man-made or natural disasters may increase the cost or reduce the supply or quality of tobacco and other raw materials, ingredients and component parts used to manufacture our operating companies’ products. Any significant change in the nature or consequences of these factors could negatively impact our ability to continue manufacturing and marketing existing products, increase our costs or negatively impact adult nicotine consumer product acceptability and have a material adverse effect on our business and profitability.
49
As with other agricultural commodities, tobacco price, quality and availability can be influenced by variations in weather patterns and natural disasters, including those caused by climate change, and macroeconomic conditions and imbalances in supply and demand, among other factors. For varieties of tobacco only available in limited geographies, government-mandated prices and production control programs, political instability or government prohibitions on the import or export of tobacco in certain countries pose additional risks to price, availability and quality. As consumer demand increases for innovative smoke-free products and decreases for combustible and MST products, the volume of tobacco leaf required for production of these products has decreased, resulting in reduced tobacco leaf demand. Reduced demand for tobacco leaf may result in the reduced supply and availability of domestic tobacco and increased costs, as growers divert resources to other crops or cease farming. Macroeconomic factors, such as tariffs, may exacerbate reductions in demand for tobacco leaf by increasing the cost of purchasing tobacco leaf from a supplier in another country. The unavailability or unacceptability of any one or more particular varieties of tobacco leaf or the unavailability of nicotine extract necessary to manufacture our operating companies’ products could negatively impact our ability to continue marketing existing products or impact adult nicotine consumer product acceptability, which could have a material adverse effect on our business and profitability. In addition, the nicotine used in our operating companies’ innovative smoke-free products is extracted from tobacco produced in one country. If we are unable to identify alternate sources of nicotine for our operating companies’ innovative products, we could be exposed to supply risk.
Current geopolitical and macroeconomic conditions (including tariffs, inflation, high interest rates, labor shortages, supply and demand imbalances and international armed conflicts) and adverse weather events have caused and continue to cause worldwide disruptions and delays to supply chains and commercial markets, and have limited access to, and increased the cost of, raw materials, ingredients and component parts (for example, wood tips used in our cigar products and aluminum used in our packaging). As consumer demand increases for innovative smoke-free products and decreases for combustible and MST products, the volume of raw materials, ingredients and component parts required for the production of combustible and MST products has decreased. Reduced demand for raw materials, ingredients and component parts may reduce supply and availability of raw materials, ingredients and component parts as suppliers divert resources to other products or cease producing these products. Furthermore, challenging economic conditions can create the risk that our suppliers, distributors, logistics providers or other third-party partners suffer financial or operational difficulties, which may impact their ability to provide us with or distribute finished product, raw materials and component parts and services in a timely manner or at all. If we are unable to identify alternate sources of raw materials, ingredients and component parts for our operating companies’ products, we could be exposed to supply risk.
We have implemented and continue to implement various strategies to help secure sufficient supplies of raw materials, ingredients and component parts for production, including maintaining inventory levels of certain tobacco varieties that cover several years, purchasing raw materials, ingredients and component parts from disperse geographic regions throughout the world and entering into long-term contracts with some of our tobacco growers and direct material suppliers. To date, the impact on us of changes in the price, availability and quality of tobacco, other raw materials, ingredients and component parts has not been material. However, the effects of current geopolitical and macroeconomic conditions (including tariffs, inflation, high interest rates, labor shortages, supply and demand imbalances and international armed conflicts) on prices, availability and quality of such items may continue, which could have a material adverse effect on our business, results of operations, cash flows or financial position.
In addition, government taxes and restrictions and prohibitions on the sale and use of certain materials used in our operating companies’ products may limit access to, and increase the costs of, raw materials and component parts and, potentially, impede our ability to sell certain of their products. For example, certain states have passed extended producer responsibility legislation concerning packaging. Because certain of our operating companies’ products’ packaging consists of single-use plastics, single-use plastic bans and extended producer responsibility mandates could result in bans on some of our operating companies’ product packaging or their products and adversely impact our costs and revenues. Additional taxes and limitations on the use of certain single-use plastics have been proposed by the U.S. Congress and various state and local governments. These existing and potential future laws and regulations could increase the costs of, and impair our ability to, source certain materials used in the packaging for our products.
Timing of Sales
In the ordinary course of business, we 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.
50
Operating Results
Smokeable 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 our smokeable products segment:
| Operating Results | |||||||||||||||||||||||||||||||||||
| For the Nine Months Ended September 30, | For the Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | Change | 2026 | 2025 | Change | |||||||||||||||||||||||||||||
| Net revenues | $ | 15,582 | $ | 15,366 | 1.4 | % | $ | 5,432 | $ | 5,387 | 0.8 | % | |||||||||||||||||||||||
| Excise taxes | (2,050) | (2,299) | (670) | (797) | |||||||||||||||||||||||||||||||
| Revenues net of excise taxes | $ | 13,532 | $ | 13,067 | $ | 4,762 | $ | 4,590 | |||||||||||||||||||||||||||
| Reported OCI | $ | 8,668 | $ | 8,341 | 3.9 | % | $ | 3,053 | $ | 2,942 | 3.8 | % | |||||||||||||||||||||||
| NPM Adjustment Items | (4) | (2) | — | (2) | |||||||||||||||||||||||||||||||
| Asset impairment, exit and implementation costs | 17 | 38 | 3 | 12 | |||||||||||||||||||||||||||||||
| Tobacco and health and certain other litigation items | 85 | 44 | 16 | 4 | |||||||||||||||||||||||||||||||
| Adjusted OCI | $ | 8,766 | $ | 8,421 | 4.1 | % | $ | 3,072 | $ | 2,956 | 3.9 | % | |||||||||||||||||||||||
Reported OCI margins (1) | 64.1 | % | 63.8 | % | 0.3 pp | 64.1 | % | 64.1 | % | 0.0 pp | |||||||||||||||||||||||||
Adjusted OCI margins (1) | 64.8 | % | 64.4 | % | 0.4 pp | 64.5 | % | 64.4 | % | 0.1 pp | |||||||||||||||||||||||||
(1) Reported and adjusted OCI margins are calculated as reported and adjusted OCI, respectively, divided by revenues net of excise taxes.
Nine Months Ended September 30, 2026 Compared with Nine Months Ended September 30, 2025
Net revenues, which include excise taxes billed to customers, increased $216 million (1.4%), due primarily to higher pricing ($929 million), which includes higher promotional investments, partially offset by lower shipment volume and a higher percentage of discount shipment volume relative to premium (“volume/cigarette mix”) ($729 million).
Reported OCI increased $327 million (3.9%), due primarily to higher pricing, which includes higher promotional investments, and higher refunds of taxes and duties paid on imported cigarettes ($182 million), partially offset by volume/cigarette mix ($580 million), higher manufacturing costs ($150 million) and higher tobacco and health and certain other litigation items ($41 million).
Adjusted OCI increased $345 million (4.1%), due primarily to higher pricing, which includes higher promotional investments, and higher refunds of taxes and duties paid on imported cigarettes, partially offset by volume/cigarette mix and higher manufacturing costs.
Three Months Ended September 30, 2026 Compared with Three Months Ended September 30, 2025
Net revenues, which include excise taxes billed to customers, increased $45 million (0.8%), due primarily to higher pricing ($290 million), which includes higher promotional investments, partially offset by volume/cigarette mix ($254 million).
Reported and adjusted OCI increased $111 million (3.8%) and $116 million (3.9%), respectively, due primarily to higher pricing, which includes higher promotional investments, and higher refunds of taxes and duties paid on imported cigarettes ($104 million), partially offset by volume/cigarette mix ($199 million) and higher costs ($80 million), consisting primarily of manufacturing costs.
51
Shipment Volume and Retail Share Results
The following table summarizes our smokeable products segment’s shipment volume performance:
| Shipment Volume | |||||||||||||||||||||||||||||||||||
| For the Nine Months Ended September 30, | For the Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| (sticks in millions) | 2026 | 2025 | Change | 2026 | 2025 | Change | |||||||||||||||||||||||||||||
| Cigarettes: | |||||||||||||||||||||||||||||||||||
| Marlboro | 38,673 | 41,671 | (7.2) | % | 13,324 | 14,235 | (6.4) | % | |||||||||||||||||||||||||||
| Other premium | 1,976 | 2,141 | (7.7) | % | 697 | 744 | (6.3) | % | |||||||||||||||||||||||||||
| Discount | 4,497 | 2,650 | 69.7 | % | 1,704 | 1,213 | 40.5 | % | |||||||||||||||||||||||||||
Total domestic cigarettes (1) | 45,146 | 46,462 | (2.8) | % | 15,725 | 16,192 | (2.9) | % | |||||||||||||||||||||||||||
| Cigars: | |||||||||||||||||||||||||||||||||||
| Black & Mild | 1,362 | 1,335 | 2.0 | % | 456 | 452 | 0.9 | % | |||||||||||||||||||||||||||
| Other | 2 | 2 | — | % | 1 | 1 | — | % | |||||||||||||||||||||||||||
| Total cigars | 1,364 | 1,337 | 2.0 | % | 457 | 453 | 0.9 | % | |||||||||||||||||||||||||||
| Total domestic smokeable products | 46,510 | 47,799 | (2.7) | % | 16,182 | 16,645 | (2.8) | % | |||||||||||||||||||||||||||
Contract manufactured export cigarettes (2) | 2,941 | 786 | 100%+ | 1,595 | 311 | 100%+ | |||||||||||||||||||||||||||||
(1) Domestic cigarettes shipment volume includes Marlboro; Other premium brands, such as Virginia Slims and Parliament; and Discount brands, which include L&M and Basic. Domestic cigarettes volume includes units sold as well as promotional units sold for distribution in the U.S. and excludes units sold for distribution to Puerto Rico, U.S. Territories to overseas military and by Philip Morris Duty Free Inc., none of which, individually or in the aggregate, is material to our smokeable products segment.
(2) Contract manufactured export cigarettes shipment volume represents contract manufactured cigarettes for third parties that market and sell tobacco products outside the U.S.
The following table summarizes our domestic cigarettes retail share performance:
| Retail Share | |||||||||||||||||||||||||||||||||||
| For the Nine Months Ended September 30, | For the Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Percentage Point Change | 2026 | 2025 | Percentage Point Change | ||||||||||||||||||||||||||||||
| Cigarettes: | |||||||||||||||||||||||||||||||||||
| Marlboro | 39.5 | % | 40.9 | % | (1.4) | 39.5 | % | 40.5 | % | (1.0) | |||||||||||||||||||||||||
| Other premium | 2.1 | 2.2 | (0.1) | 2.1 | 2.2 | (0.1) | |||||||||||||||||||||||||||||
| Discount | 4.0 | 2.1 | 1.9 | 4.1 | 2.7 | 1.4 | |||||||||||||||||||||||||||||
| Total cigarettes | 45.6 | % | 45.2 | % | 0.4 | 45.7 | % | 45.4 | % | 0.3 | |||||||||||||||||||||||||
Note: Retail share results for cigarettes are based on data from Circana, LLC (“Circana”), as well as Management Science Associates, Inc. (“MSAi”). Circana maintains a blended retail 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, as provided by MSAi. This service is not designed to capture sales through other channels, including the internet, direct mail and some tax-advantaged outlets. It is the standard practice of retail services to periodically refresh their retail scan services, which could restate retail share results that were previously released in these services.
For a discussion of volume trends and factors that impact volume and retail share performance, see Trends and Developments and Operating Results by Business Segment - Business Environment - Summary above.
Nine Months Ended September 30, 2026 Compared with the Nine Months Ended September 30, 2025
Our smokeable products segment’s reported domestic cigarettes shipment volume decreased 2.8%, driven primarily by the industry’s decline rate (impacted by the continued discretionary income pressures on adult nicotine consumers), partially offset by trade inventory movements and retail share gains. When adjusted for trade inventory movements, our smokeable products segment domestic cigarette shipment volume decreased by an estimated 4%. When adjusted for trade inventory movements, total domestic cigarette industry volume decreased by an estimated 5%.
52
Marlboro’s retail share of the premium segment was 59.7%, an increase of 0.1 share point.
Total cigarettes industry discount category retail share was 33.8%, an increase of 2.4 share points, due primarily to continued discretionary income pressures on adult nicotine consumers.
Three Months Ended September 30, 2026 Compared with the Three Months Ended September 30, 2025
Our smokeable products segment’s reported domestic cigarettes shipment volume decreased 2.9%, driven primarily by the industry’s decline rate (impacted by the continued discretionary income pressures on adult nicotine consumers), partially offset by trade inventory movements and retail share gains. When adjusted for trade inventory movements, our smokeable products segment domestic cigarette shipment volume decreased by an estimated 4%. When adjusted for trade inventory movements, total domestic cigarette industry volume decreased by an estimated 5%.
Marlboro’s retail share of the total cigarette category was 39.5%, a decrease of 1.0 share point versus the prior year and unchanged sequentially. Marlboro’s retail share of the premium segment was 60.0%, an increase of 0.3 share points versus the prior year and 0.4 share points sequentially.
Total cigarettes industry discount category retail share was 34.1%, an increase of 2.0 share points versus the prior year and 0.3 share points sequentially, due primarily to continued discretionary income pressures on adult nicotine consumers.
Pricing Actions
PM USA and Middleton executed the following pricing actions during 2026 and 2025:
▪Effective July 19, 2026, PM USA increased the list price of Marlboro (excluding Mainline Menthol and 72s Menthol) and L&M by $0.17 per pack. PM USA also increased the list price of all its other premium cigarette brands by $0.22 per pack.
▪Effective April 12, 2026, PM USA increased the list price of Marlboro (excluding Mainline Menthol and 72s Menthol) and L&M by $0.20 per pack. PM USA also increased the list price of all its other premium cigarette brands by $0.25 per pack.
▪Effective February 8, 2026, Middleton increased various list prices across substantially all of its cigar brands resulting in a weighted-average increase of approximately $0.12 per five-pack.
▪Effective January 18, 2026, PM USA increased the list price of Marlboro (excluding Mainline Menthol and 72s Menthol) and L&M by $0.20 per pack. PM USA also increased the list price of all its other premium cigarette brands by $0.25 per pack.
▪Effective October 12, 2025, PM USA increased the list price of Marlboro (excluding Mainline Menthol and 72s Menthol) and L&M by $0.17 per pack. PM USA also increased the list price of all its other premium cigarette brands by $0.22 per pack.
▪Effective July 20, 2025, PM USA increased the list price of Marlboro (excluding Mainline Menthol and 72s Menthol) and L&M by $0.17 per pack. PM USA also increased the list price of all its other premium cigarette brands by $0.22 per pack.
▪Effective April 20, 2025, Middleton increased various list prices across substantially all of its cigar brands resulting in a weighted-average increase of approximately $0.14 per five-pack.
▪Effective April 13, 2025, PM USA increased the list price of Marlboro (excluding Mainline Menthol and 72s Menthol) and L&M by $0.20 per pack. PM USA also increased the list price of all its other premium cigarette brands by $0.25 per pack.
▪Effective January 19, 2025, PM USA increased the list price of Marlboro (excluding Mainline Menthol and 72s Menthol) and L&M by $0.17 per pack. PM USA decreased the list price of Marlboro Black by $0.28 per pack. PM USA also increased the list price of all its other premium cigarette brands by $0.22 per pack.
In addition:
▪Effective October 18, 2026, PM USA increased the list price of Marlboro (excluding Mainline Menthol and 72s Menthol) and L&M by $0.17 per pack. PM USA also increased the list price of all its other premium cigarette brands by $0.22 per pack.
53
Oral Tobacco 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 our oral tobacco products segment:
| Operating Results | |||||||||||||||||||||||||||||||||||
| For the Nine Months Ended September 30, | For the Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | Change | 2026 | 2025 | Change | |||||||||||||||||||||||||||||
| Net revenues | $ | 2,070 | $ | 2,096 | (1.2) | % | $ | 688 | $ | 689 | (0.1) | % | |||||||||||||||||||||||
| Excise taxes | (66) | (74) | (21) | (24) | |||||||||||||||||||||||||||||||
| Revenues net of excise taxes | $ | 2,004 | $ | 2,022 | $ | 667 | $ | 665 | |||||||||||||||||||||||||||
| Reported OCI | $ | 1,250 | $ | 1,390 | (10.1) | % | $ | 434 | $ | 459 | (5.4) | % | |||||||||||||||||||||||
| Asset impairment, exit and implementation costs | 89 | 5 | 9 | 1 | |||||||||||||||||||||||||||||||
| Adjusted OCI | $ | 1,339 | $ | 1,395 | (4.0) | % | $ | 443 | $ | 460 | (3.7) | % | |||||||||||||||||||||||
Reported OCI margins (1) | 62.4 | % | 68.7 | % | (6.3) pp | 65.1 | % | 69.0 | % | (3.9) pp | |||||||||||||||||||||||||
Adjusted OCI margins (1) | 66.8 | % | 69.0 | % | (2.2) pp | 66.4 | % | 69.2 | % | (2.8) pp | |||||||||||||||||||||||||
(1) Reported and adjusted OCI margins are calculated as reported and adjusted OCI, respectively, divided by revenues net of excise taxes.
Nine Months Ended September 30, 2026 Compared with Nine Months Ended September 30, 2025
Net revenues, which include excise taxes billed to customers, decreased $26 million (1.2%), due primarily to lower shipment volume ($140 million), partially offset by higher pricing ($121 million), which includes higher promotional investments.
Reported OCI decreased $140 million (10.1%), due primarily to lower shipment volume ($122 million), 2026 costs related to the USSTC Facilities Consolidation ($87 million) and higher costs ($42 million), partially offset by higher pricing, which includes higher promotional investments.
Adjusted OCI decreased $56 million (4.0%), due primarily to lower shipment volume and higher costs, partially offset by higher pricing, which includes higher promotional investments.
Three Months Ended September 30, 2026 Compared with Three Months Ended September 30, 2025
Net revenues, which include excise taxes billed to customers, were essentially unchanged as lower shipment volume ($41 million) was offset by higher pricing ($43 million), which includes higher promotional investments.
Reported OCI decreased $25 million (5.4%), due primarily to lower shipment volume ($35 million), higher costs ($19 million) and 2026 costs related to the USSTC Facilities Consolidation ($9 million), partially offset by higher pricing, which includes higher promotional investments.
Adjusted OCI decreased $17 million (3.7%), due primarily to lower shipment volume and higher costs, partially offset by higher pricing, which includes higher promotional investments.
54
Shipment Volume and Retail Share Results
The following table summarizes our oral tobacco products segment’s shipment volume performance:
| Shipment Volume | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| For the Nine Months Ended September 30, | For the Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| (cans in millions) | 2026 | 2025 | Change | 2026 | 2025 | Change | |||||||||||||||||||||||||||||||||||||||||||||||
| Copenhagen | 245.6 | 274.4 | (10.5) | % | 79.8 | 88.8 | (10.1) | % | |||||||||||||||||||||||||||||||||||||||||||||
| Skoal | 84.5 | 96.6 | (12.5) | % | 27.1 | 31.0 | (12.6) | % | |||||||||||||||||||||||||||||||||||||||||||||
| on! | 143.9 | 133.6 | 7.7 | % | 47.8 | 42.2 | 13.3 | % | |||||||||||||||||||||||||||||||||||||||||||||
Other | 48.2 | 47.6 | 1.3 | % | 15.9 | 16.2 | (1.9) | % | |||||||||||||||||||||||||||||||||||||||||||||
| Total oral tobacco products | 522.2 | 552.2 | (5.4) | % | 170.6 | 178.2 | (4.3) | % | |||||||||||||||||||||||||||||||||||||||||||||
Note: Other primarily includes Red Seal and Husky. Oral tobacco products shipment volume includes cans sold, as well as promotional units, but excludes non-domestic volume, which is currently not material to our oral tobacco products segment. New types of oral tobacco products, as well as new packaging configurations of existing oral tobacco products, may or may not be equivalent to existing MST products on a can-for-can basis. To calculate volumes of cans shipped, one can of oral nicotine pouches, irrespective of the number of pouches in the can, is assumed to be equivalent to one can of MST.
The following table summarizes our oral tobacco products segment’s retail share performance:
| Retail Share | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| For the Nine Months Ended September 30, | For the Three Months Ended September 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Percentage Point Change | 2026 | 2025 | Percentage Point Change | ||||||||||||||||||||||||||||||||||||||||||||||||
| Copenhagen | 13.1 | % | 15.7 | % | (2.6) | 12.6 | % | 14.6 | % | (2.0) | |||||||||||||||||||||||||||||||||||||||||||
| Skoal | 5.1 | 6.0 | (0.9) | 4.8 | 5.5 | (0.7) | |||||||||||||||||||||||||||||||||||||||||||||||
| on! | 8.2 | 8.4 | (0.2) | 8.3 | 8.2 | 0.1 | |||||||||||||||||||||||||||||||||||||||||||||||
| Other | 2.2 | 2.4 | (0.2) | 2.2 | 2.3 | (0.1) | |||||||||||||||||||||||||||||||||||||||||||||||
| Total oral tobacco products | 28.6 | % | 32.5 | % | (3.9) | 27.9 | % | 30.6 | % | (2.7) | |||||||||||||||||||||||||||||||||||||||||||
Note: Our oral tobacco products segment’s retail share results exclude non-domestic volume, which is currently not material to our oral tobacco products segment. Retail share results for oral tobacco products are based on data from Circana, a tracking service that uses a sample of stores to project market share and depict share trends. This service tracks sales in the food, drug, mass merchandisers, convenience, military, dollar store and club trade classes on the number of cans sold. Oral tobacco products are defined by Circana as domestic oral products, in the form of MST and all oral nicotine pouch products (inclusive of tobacco-derived and synthetic oral nicotine products). New types of oral tobacco products, as well as new packaging configurations of existing oral tobacco products, may or may not be equivalent to existing MST products on a can-for-can basis. For example, one can of oral nicotine pouches, irrespective of the number of pouches in the 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 the standard practice of retail services to periodically refresh their retail scan services, which could restate retail share results that were previously released in these services.
For a discussion of volume trends and factors that impact volume and retail share performance, see Trends and Developments and Operating Results by Business Segment - Business Environment - Summary above.
Nine Months Ended September 30, 2026 Compared with Nine Months Ended September 30, 2025
Our oral tobacco products segment’s reported domestic shipment volume decreased 5.4%, driven primarily by retail share losses and trade inventory movements, partially offset by the industry’s growth rate and other factors. When adjusted for trade inventory movements, our oral tobacco products segment’s reported domestic shipment volume decreased by an estimated 5%.
Total oral tobacco products category industry volume increased by an estimated 5.5% over the six months ended September 30, 2026, driven primarily by growth in oral nicotine pouches, partially offset by declines in MST volumes.
Our oral tobacco products segment’s retail share was 28.6%, a decrease of 3.9 share points due primarily to share declines for MST products.
The U.S. nicotine pouch category grew to 59.8% of the U.S. oral tobacco category, an increase of 7.6 share points. on!’s share of the nicotine pouch category was 13.8%, a decrease of 2.3 share points.
55
Three Months Ended September 30, 2026 Compared with Three Months Ended September 30, 2025
Our oral tobacco products segment’s reported domestic shipment volume decreased 4.3%, 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, our oral tobacco products segment’s reported domestic shipment volume decreased by an estimated 5%.
Our oral tobacco products segment’s retail share was 27.9%, a decrease of 2.7 share points versus the prior year due primarily to share declines for MST products, and a decrease of 1.1 share points sequentially.
Total U.S. oral tobacco category share for on! nicotine pouches was 8.3%, an increase of 0.1 share point versus the prior year and a decrease of 0.3 share points sequentially.
The U.S. nicotine pouch category grew to 61.2% of the U.S. oral tobacco category, an increase of 5.8 share points versus the prior year and 1.3 share points sequentially. on!’s share of the nicotine pouch category was 13.5%, a decrease of 1.3 share points versus the prior year and a decrease of 0.9 share points sequentially.
Pricing Actions
USSTC and Helix executed the following pricing actions during 2026 and 2025:
▪Effective August 18, 2026, USSTC increased the list price on its Copenhagen popular price products, Skoal and Red Seal brands by $0.10 per can and on the balance of its Copenhagen brands by $0.12 per can. USSTC also increased the list price on its Husky brands by $0.08 per can.
▪Effective August 18, 2026, Helix increased the list price on its on! brand by $0.20 per can.
▪Effective May 12, 2026, USSTC increased the list price on its Copenhagen, Skoal and Red Seal brands by $0.10 per can.
▪Effective March 29, 2026, Helix increased the list price on its on! brand by $0.20 per can.
▪Effective February 17, 2026, USSTC increased the list price on its Copenhagen, Skoal and Red Seal brands by $0.12 per can.
▪Effective November 18, 2025, USSTC increased the list price on its Copenhagen, Skoal and Red Seal brands by $0.10 per can. USSTC also increased the list price on its Husky brands by $0.08 per can.
▪Effective July 22, 2025, USSTC increased the list price on its Copenhagen and Red Seal brands by $0.12 per can. USSTC also increased the list price on its Skoal brands by $0.17 per can and Husky brands by $0.25 per can.
▪Effective April 22, 2025, USSTC increased the list price on its Copenhagen and Red Seal brands by $0.12 per can. USSTC also increased the list price on its Skoal brands by $0.17 per can.
▪Effective February 23, 2025, Helix increased the list price on its on! brand by $0.20 per can.
▪Effective January 21, 2025, USSTC increased the list price on its Copenhagen and Red Seal brands by $0.12 per can. USSTC also increased the list price on its Skoal brands by $0.17 per can.
Liquidity and Capital Resources
We are a holding company that is primarily dependent on the capital resources of our subsidiaries to satisfy our liquidity requirements. Our access to the operating cash flows of our subsidiaries consists of cash received from the payment of dividends and distributions, and the payment of interest on intercompany loans. At September 30, 2026, our significant subsidiaries were not limited by contractual obligations in their ability to pay cash dividends or make other distributions with respect to their equity interests. In addition, we receive cash dividends on our interest in ABI and will continue to do so as long as we hold shares in ABI and ABI pays dividends.
At September 30, 2026, we had $2.7 billion of cash and cash equivalents. In addition to having access to the operating cash flows of our subsidiaries, our capital resources include access to credit markets in the form of commercial paper, availability under our $3.0 billion senior unsecured 5-year revolving credit agreement (“Credit Agreement”), which we use for general corporate purposes, and access to credit markets through the issuance of long-term senior unsecured notes. For additional information, see Capital Markets and Other Matters below.
In addition to funding current operations, we primarily use our net cash from operating activities for payment of dividends, share repurchases under our share repurchase programs, repayment of debt, acquisitions of or investments in businesses and assets and capital expenditures.
We believe our cash and cash equivalents balance, along with our future cash flows from operations, capacity for borrowings under our Credit Agreement and access to credit and capital markets, provide sufficient liquidity to meet the needs of our business operations and to satisfy our projected cash requirements for the foreseeable future, including the next 12 months.
Capital Markets and Other Matters
Credit Ratings - Our cost and terms of financing and our access to commercial paper markets may be impacted by applicable credit ratings.
56
At September 30, 2026, the credit ratings and outlook for our indebtedness by major credit rating agencies were:
| Short-term Debt | Long-term Debt | Outlook | |||||||||||||||
| Moody’s Investors Service, Inc. | P-2 | A3 | Stable | ||||||||||||||
| Standard & Poor’s Financial Services LLC (“S&P”) | A-2 | BBB+ | Stable | ||||||||||||||
| Fitch Ratings Inc. | F1 | BBB+ | Stable | ||||||||||||||
Credit Lines - From time to time, we have short-term borrowing needs to meet our working capital requirements arising from the timing of payments under State Settlement Agreements, quarterly income tax payments and quarterly dividend payments, and generally use our commercial paper program to meet those needs.
At September 30, 2026, we had availability under our Credit Agreement for borrowings of up to an aggregate principal amount of $3.0 billion, and we were in compliance with the covenants in our Credit Agreement. We monitor the credit quality of our bank group and do not know of any potential non-performing credit provider in that group. For further discussion on borrowing arrangements, see Note 10. Debt (“Note 10”).
Long-Term Debt - At September 30, 2026 and December 31, 2025, our total long-term debt was $24.1 billion and $25.7 billion, respectively. In September 2026, we repaid in full at maturity our 2.625% senior unsecured notes in the aggregate principal amount of $0.5 billion. In addition, in February 2026, we repaid in full at maturity our 4.400% senior unsecured notes in the aggregate principal amount of approximately $1.1 billion. For further discussion of long-term debt, see Note 10.
At September 30, 2026, our debt-to-Consolidated net earnings and debt-to-Consolidated EBITDA ratios were calculated as follows:
For the Twelve Months Ended September 30, 2026 (1) | |||||||||||
| (in millions) | |||||||||||
| Consolidated net earnings | $ | 8,112 | |||||||||
| Interest and other debt expense, net | 1,087 | ||||||||||
| Provision for income taxes | 2,479 | ||||||||||
| Depreciation and amortization | 226 | ||||||||||
| EBITDA | 11,904 | ||||||||||
| (Income) loss from investments in equity securities and noncontrolling interest, net | (595) | ||||||||||
| Dividends from less than 50% owned affiliates | 213 | ||||||||||
| Asset impairment and exit costs | 999 | ||||||||||
| Impairment of goodwill | 285 | ||||||||||
| Consolidated EBITDA | $ | 12,806 | |||||||||
Current portion of long-term debt (2) | $ | 1,175 | |||||||||
Long-term debt (2) | 22,886 | ||||||||||
| Debt | $ | 24,061 | |||||||||
| Debt / Consolidated net earnings | 3.0 | ||||||||||
| Debt / Consolidated EBITDA | 1.9 | ||||||||||
(1) Calculated for the four most recent fiscal quarters.
(2) Balance at September 30, 2026.
Guarantees and Other Similar Matters - As discussed in Note 12, we had unused letters of credit obtained in the ordinary course of business and certain guarantees to a limited number of third parties related to contractual obligations. As part of the supplier financing program further discussed in Note 13. Additional Financial Statement Information - Supplier Financing, Altria guarantees the financial obligations of ALCS under the financing program agreement. In addition, as discussed below in Supplemental Guarantor Financial Information and in Note 10, PM USA guarantees our obligations under our outstanding debt securities, any borrowings under our Credit Agreement and any amounts outstanding under our commercial paper program. These items have not had, and are not expected to have, a significant impact on our liquidity.
Payments Under State Settlement Agreements and FDA Regulation - PM USA has entered into State Settlement Agreements with the states, the District of Columbia and certain U.S. territories 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. For further discussion of the State Settlement Agreements, see Health Care Cost Recovery Litigation in Note 12.
57
Based on current agreements and estimates of inflation, operating income, market share and annual industry volume decline rates, the estimated amounts that we may charge to cost of sales for payments related to State Settlement Agreements and FDA user fees are $3.0 billion on average for the next three years. The estimated amount excludes 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 are generally paid in April of 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. We paid approximately $2.6 billion and $2.9 billion for the nine months ended September 30, 2026 and 2025, respectively, in connection with the State Settlement Agreements and FDA user fees, primarily all of which was paid in the second quarter of each period. We recorded $2.4 billion and $2.5 billion of charges to cost of sales for the nine months ended September 30, 2026 and 2025, respectively, and $0.8 billion and $0.9 billion of charges to cost of sales for the three months ended September 30, 2026 and 2025, respectively, in connection with the State Settlement Agreements and FDA user fees. The payments due under the terms of the State Settlement Agreements and FDA user fees are subject to adjustment for several factors, including inflation, operating income, market share and volume. The future payment amounts discussed above are estimates, and actual payment amounts will differ to the extent underlying assumptions differ from actual future results. For further discussion on the potential impact of inflation on future payments, see Operating Results by Business Segment - Business Environment - State Settlement Agreements above.
Litigation-Related Deposits and Payments - Litigation is subject to uncertainty, and an adverse outcome or settlement of litigation could have a material adverse effect on our results of operations, cash flows or financial position in a particular fiscal quarter or fiscal year, as more fully disclosed in Note 12.
Equity and Dividends
During the first nine months of 2026 and 2025, we paid dividends of $5,330 million and $5,175 million, respectively, an increase of 3.0%, reflecting a higher dividend rate, partially offset by fewer shares outstanding as a result of shares we repurchased under our share repurchase program.
In August 2026, our Board of Directors (“Board”) approved a 4.7% increase in the quarterly dividend rate to $1.11 per share of our common stock versus the previous rate of $1.06 per share. Our current annualized dividend rate is $4.44 per share. We have a progressive dividend goal targeting mid-single digits dividend growth annually through 2028. Future dividend payments remain subject to the discretion of our Board.
For further discussion of our share repurchase programs, see Note 13. Additional Financial Statement Information - Share Repurchases and Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds of this Form 10-Q.
Financial Review
Cash Provided by/Used in Operating Activities
During the first nine months of 2026, net cash provided by operating activities was $6,151 million compared with $6,019 million during the first nine months of 2025. This increase was due primarily to lower payments for State Settlement Agreements and excise taxes and higher net revenues in our smokeable products segment, partially offset by higher payments for income taxes.
We had a working capital deficit at September 30, 2026 and December 31, 2025, and believe we have the ability to fund working capital deficits with cash provided by operating activities, borrowings under our Credit Agreement and access to the credit and capital markets.
Cash Provided by/Used in Investing Activities
During the first nine months of 2026, net cash used in investing activities was $275 million compared with $139 million during the first nine months of 2025. This increase was due primarily to investments in our manufacturing capabilities and innovative products.
Cash Provided by/Used in Financing Activities
During the first nine months of 2026, net cash used in financing activities was $7,657 million compared with $5,542 million during the first nine months of 2025. This increase was due primarily to issuances of long-term debt in 2025 and higher dividends paid on our common stock.
New Accounting Guidance Not Yet Adopted
See Note 14. New Accounting Guidance Not Yet Adopted for a discussion of issued accounting guidance applicable to, but not yet adopted by, us.
Contingencies
See Note 12 for a discussion of contingencies.
Supplemental Guarantor Financial Information
PM USA (“Guarantor”), which is a 100% owned subsidiary of Altria Group, Inc. (“Parent”), has guaranteed the Parent’s obligations under its outstanding debt securities, borrowings under its Credit Agreement and amounts outstanding under its commercial paper
58
program (“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 (“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 therefor; and
▪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 S&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 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.
59
Summarized Balance Sheets
(in millions of dollars)
| Parent | Guarantor | |||||||||||||||||||||||||
| September 30, 2026 | December 31, 2025 | September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||
Due from Non-Guarantor Subsidiaries | $ | — | $ | — | $ | 347 | $ | 347 | ||||||||||||||||||
| Other current assets | 2,678 | 4,394 | 1,526 | 871 | ||||||||||||||||||||||
| Total current assets | $ | 2,678 | $ | 4,394 | $ | 1,873 | $ | 1,218 | ||||||||||||||||||
Due from Non-Guarantor Subsidiaries | $ | 6,561 | $ | 6,561 | $ | — | $ | — | ||||||||||||||||||
| Other assets | 9,010 | 8,394 | 1,080 | 1,195 | ||||||||||||||||||||||
| Total non-current assets | $ | 15,571 | $ | 14,955 | $ | 1,080 | $ | 1,195 | ||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||
Due to Non-Guarantor Subsidiaries | $ | 3,660 | $ | 3,950 | $ | 1,220 | $ | 1,140 | ||||||||||||||||||
| Other current liabilities | 3,742 | 4,329 | 3,584 | 3,628 | ||||||||||||||||||||||
| Total current liabilities | $ | 7,402 | $ | 8,279 | $ | 4,804 | $ | 4,768 | ||||||||||||||||||
| Total non-current liabilities | $ | 24,743 | $ | 25,785 | $ | 678 | $ | 607 | ||||||||||||||||||
Summarized Statements of Earnings (Losses)
(in millions of dollars)
| For the Nine Months Ended September 30, 2026 | ||||||||||||||||||||
Parent (1) | Guarantor (2) | |||||||||||||||||||
| Net revenues | $ | — | $ | 14,574 | ||||||||||||||||
| Gross profit | — | 9,063 | ||||||||||||||||||
| Net earnings (losses) | (331) | 6,140 | ||||||||||||||||||
(1) For the nine months ended September 30, 2026, net earnings (losses) include $276 million of intercompany interest income from non-guarantor subsidiaries and $285 million of interest expense from non-guarantor subsidiaries.
(2) For the nine months ended September 30, 2026, net earnings (losses) include $177 million of intercompany interest income from non-guarantor subsidiaries.
Cautionary Factors That May Affect Future Results
Forward-Looking and Cautionary Statements
This Form 10-Q contains statements concerning our expectations, plans, objectives, future financial performance and other statements that are not historical facts. You can identify these forward-looking statements by our use of words such as “strategy,” “expects,” “continues,” “plans,” “anticipates,” “believes,” “will,” “estimates,” “forecasts,” “intends,” “projects,” “goals,” “objectives,” “guidance,” “targets” and other words of similar meaning. 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 our forward-looking statements and whether to invest in or remain invested in our 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, including with respect to our ability to achieve our Vision, to differ materially from those contained in, or implied by, any forward-looking statements we make. 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, particularly
60
in the Executive Summary and Business Environment sections preceding our discussion of the operating results of our segments above, and in our other publicly filed reports, including our 2025 Form 10-K. These factors and risks include the following:
▪our inability to anticipate and respond to changes in adult nicotine consumer preferences and purchase behavior;
▪our inability to compete effectively;
▪the growth of the e-vapor category, including illicit disposable e-vapor products, which contributes to reductions in domestic cigarette consumption levels and shipment volume;
▪the impact of illicit trade in nicotine products and the sale of products designed to avoid the regulatory framework for nicotine products, each of which contribute to reductions in the consumption levels and shipment volumes of our operating companies’ products;
▪our failure to develop and commercialize innovative products, including nicotine products that may reduce health risks relative to other nicotine products and appeal to adult nicotine consumers;
▪changes, including in macroeconomic and geopolitical conditions (including inflation, tariffs and the economic impacts of international armed conflicts), that result in shifts in adult nicotine consumer disposable income and purchasing behavior, including choosing lower-priced and discount brands or products, and reductions in shipment volumes;
▪unfavorable outcomes with respect to litigation proceedings or any governmental investigations, including significant monetary and non-monetary remedies and importation bans;
▪the risks associated with significant federal, state and local government actions, including FDA regulatory actions and inaction, and various private sector actions;
▪the risk that regulators, including the FDA, and courts may interpret laws, rules and regulations applicable to our operating companies’ products differently than we do;
▪increases in nicotine product-related taxes;
▪our failure to complete or manage successfully strategic relationships or transactions, including acquisitions, dispositions, joint ventures, commercial relationships and investments in third parties, or realize the anticipated benefits of such transactions;
▪significant changes in price, availability or quality of tobacco, other raw materials or component parts, including as a result of changes in macroeconomic, geopolitical, climate and environmental conditions;
▪our reliance on a few significant facilities and a small number of key suppliers, distributors and distribution chain service providers and the risks associated with an extended disruption at a facility or in service by a supplier, distributor or distribution chain service provider;
▪the risk that we may be required to write down goodwill and intangible assets, including trademarks and other intellectual property, due to impairment;
▪the risks associated with our Initiative, including risks relating to business continuity, our internal control over financial reporting and audit procedures and our ability to recognize the expected efficiencies;
▪the risk that we could decide, or be required, to recall products;
▪the various risks related to health epidemics and pandemics and the measures that international, federal, state and local governments, agencies, law enforcement and health authorities implement to address them;
▪our inability to attract and retain a highly skilled workforce due to the decreasing social acceptance of tobacco usage, tobacco control actions and other factors;
▪the compliance risks associated with our expanded international business activities and the related complexity of U.S. and foreign laws and regulations applicable to those activities;
▪the risks concerning a challenge to our tax positions, an increase in the income tax rate or other changes to federal or state tax laws;
▪the risks associated with legal and regulatory requirements related to climate change and other environmental sustainability matters;
▪disruption and uncertainty in the credit and capital markets, including the risk of losing access to these markets;
▪a downgrade or potential downgrade of our credit ratings;
▪the impact of heightened focus by investors and other stakeholders on our performance relating to corporate responsibility matters;
▪the failure of our, or our key service providers’ or key suppliers’, information systems to function as intended, or cyber-attacks or security breaches affecting us or our key service providers or key suppliers;
▪our failure, or the failure of our key service providers or key suppliers, to comply with laws related to personal data protection, privacy, artificial intelligence and information security;
61
▪the risk that the expected benefits of our investment in ABI may not materialize in the expected manner or timeframe or at all; and
▪the risks associated with our investment in Cronos, including legal, regulatory and reputational risks and the risk that the expected benefits of the transaction may not materialize in the expected manner or timeframe or at all.
You should understand that it is not possible to predict or identify all factors and risks. Consequently, you should not consider the foregoing list 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
The fair value of our long-term debt, all of which is fixed-rate debt, is subject to fluctuations resulting primarily from changes in market interest rates. The fair value of our long-term debt and the change in fair value based on a 1% increase or decrease in market interest rates were as follows:
| (in billions) | September 30, 2026 | December 31, 2025 | ||||||||||||
| Fair value | $ | 21.0 | $ | 24.3 | ||||||||||
| Decrease in fair value from a 1% increase in market interest rates | 1.5 | 1.8 | ||||||||||||
| Increase in fair value from a 1% decrease in market interest rates | 1.7 | 2.1 | ||||||||||||
Item 4. Controls and Procedures
We carried out an evaluation, with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our 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, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.
There have been no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part II – OTHER INFORMATION
Item 1. Legal Proceedings
See Note 12 for a discussion of legal proceedings pending against us. See also Exhibits 99.1 and 99.2 to this Form 10-Q.
Item 1A. Risk Factors
Information regarding Risk Factors appears in Part I, Item 1A. Risk Factors of our 2025 Form 10-K. There have been no material changes to the risk factors previously disclosed in our 2025 Form 10-K.
62
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In January 2025, our Board authorized a $1.0 billion share repurchase program. In October 2025, the Board authorized a $1.0 billion expansion of this program to $2.0 billion, which was set to expire on December 31, 2026 (as expanded, “January 2025 share repurchase program”). In October 2026, our Board authorized a $1.0 billion expansion of this program, which now expires on December 31, 2027. Share repurchases depend on marketplace conditions and other factors, and the program remains subject to the discretion of our Board.
Our share repurchase activity for each of the three months in the period ended September 30, 2026, was as follows:
| Period | Total Number of Shares Purchased (1) | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| July 1-31, 2026 | — | $ | — | — | $ | 664,941,491 | ||||||||||||||||||||
| August 1-31, 2026 | 887,264 | $ | 64.83 | 886,300 | $ | 607,488,077 | ||||||||||||||||||||
| September 1-30, 2026 | 4,951,632 | $ | 69.18 | 4,951,632 | $ | 264,941,547 | ||||||||||||||||||||
| 5,838,896 | $ | 68.52 | 5,837,932 | |||||||||||||||||||||||
(1) The total number of shares purchased includes (a) shares purchased under the January 2025 share repurchase program and (b) shares withheld by Altria in an amount equal to the statutory withholding taxes for vested stock-based awards previously granted to eligible employees (which totaled 964 in August).
Item 5. Other Information
During the quarter ended September 30, 2026, none of our directors or officers adopted, modified or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K
63
Item 6. Exhibits
| 22 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 101 | The following financial statements from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, formatted in Inline XBRL: (i) Condensed Consolidated Statements of Cash Flows, (ii) Condensed Consolidated Statements of Earnings, (iii) Condensed Consolidated Statements of Comprehensive Earnings, (iv) Condensed Consolidated Balance Sheets, (v) Condensed Consolidated Statements of Stockholders’ Equity (Deficit), and (vi) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags. Inline 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. | |||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | |||||||
64
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/ HEATHER A. NEWMAN
Heather A. Newman
Executive Vice President and
Chief Financial Officer
October 29, 2026
65
Exhibit 22
Altria Group, Inc.
Guarantor Subsidiary
Philip Morris USA Inc., which is a 100% owned subsidiary of Altria Group, Inc. (the “Parent”), has fully and unconditionally guaranteed the Parent’s obligations under the following senior unsecured notes issued by the Parent:
USD denominated notes
▪4.875% Notes due February 2028
▪6.200% Notes due November 2028
▪4.800% Notes due February 2029
▪3.400% Notes due May 2030
▪4.500% Notes due August 2030
▪2.450% Notes due February 2032
▪6.875% Notes due November 2033
▪5.625% Notes due February 2035
▪5.250% Notes due August 2035
▪9.950% Notes due November 2038
▪10.200% Notes due February 2039
▪5.800% Notes due February 2039
▪3.400% Notes due February 2041
▪4.250% Notes due August 2042
▪4.500% Notes due May 2043
▪5.375% Notes due January 2044
▪3.875% Notes due September 2046
▪5.950% Notes due February 2049
▪4.450% Notes due May 2050
▪3.700% Notes due February 2051
▪6.200% Notes due February 2059
▪4.000% Notes due February 2061
Euro denominated notes
▪2.200% Notes due June 2027
▪3.125% Notes due June 2031
Exhibit 31.1
Certifications
I, Salvatore Mancuso, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Altria Group, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 29, 2026
/s/ SALVATORE MANCUSO | |||||
| Salvatore Mancuso | |||||
Chief Executive Officer | |||||
Exhibit 31.2
Certifications
I, Heather A. Newman, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Altria Group, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 29, 2026
/s/ HEATHER A. NEWMAN | |||||
Heather A. Newman | |||||
Executive Vice President and Chief Financial Officer | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Altria Group, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Salvatore Mancuso, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ SALVATORE MANCUSO
Salvatore Mancuso
Chief Executive Officer
October 29, 2026
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Altria Group, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Heather A. Newman, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ HEATHER A. NEWMAN
Heather A. Newman
Executive Vice President and
Chief Financial Officer
October 29, 2026
Exhibit 99.1
CERTAIN LITIGATION MATTERS
As described in Note 12. Contingencies to Altria Group, Inc.’s (“Altria”) condensed consolidated financial statements in Part I, Item 1 of the Quarterly Report on Form 10-Q to which this Exhibit 99.1 is attached (“Note 12”), there are legal proceedings covering a wide range of matters pending or threatened in various United States and foreign jurisdictions against Altria and certain of our subsidiaries, including Philip Morris USA Inc. (“PM USA”), as well as our indemnitees. Various types of claims may be raised in these proceedings, including product liability, unfair trade practices, antitrust, tax liability, contraband shipments, patent infringement, employment matters, environmental matters, claims alleging violation of the Racketeer Influenced and Corrupt Organizations Act, claims for contribution and claims of competitors, shareholders or distributors. 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) smoking and health cases primarily alleging personal injury or seeking court-supervised programs for ongoing medical monitoring and purporting to be brought on behalf of a class of individual plaintiffs, including cases in which the aggregated claims of a number of individual plaintiffs are to be tried in a single proceeding, (iii) 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, (iv) class action suits alleging that the use of the terms “Lights” and “Ultra Lights” constitute deceptive and unfair trade practices, common law fraud or statutory fraud, unjust enrichment, breach of warranty, or violations of the Racketeer Influenced and Corrupt Organizations Act, (v) class action suits involving e-vapor products and (vi) international cases. The following lists certain of the pending claims against Altria and PM USA included in these and other categories.
SMOKING AND HEALTH LITIGATION
The following lists the consolidated individual smoking and health cases as well as smoking and health class actions pending against PM USA and, in some cases, Altria and/or its other subsidiaries and affiliates, as of October 26, 2026. See International Cases below for a list of smoking and health class actions pending in Canada.
Domestic Class Actions
Engle, et al. v. R.J. Reynolds Tobacco Co., et al., Circuit Court, Eleventh Judicial Circuit, Dade County, Florida, filed May 5, 1994. See Note 12 for a discussion of this case (which has concluded) and the Engle progeny litigation.
Young, et al. v. The American Tobacco Company, et al., Civil District Court, Orleans Parish, Louisiana, filed November 12, 1997.
HEALTH CARE COST RECOVERY LITIGATION
See International Cases below for a list of international health care cost recovery actions.
“LIGHTS/ULTRA LIGHTS” CASES
The following lists the “Lights/Ultra Lights” class actions pending against Altria and/or its various subsidiaries and others as of October 26, 2026.
Moore, et al. v. Philip Morris Incorporated, et al., Circuit Court, Marshall County, West Virginia, filed September 17, 2001.
Virden v. Altria Group, Inc., et al., Circuit Court, Hancock County, West Virginia, filed March 28, 2003.
ANTITRUST LITIGATION
In Re JUUL Labs, Inc. Antitrust Litigation, United States District Court, Northern District of California, filed April 7, 2020.
See Note 12 for a discussion of this case.
INTERNATIONAL CASES
The following lists cases pending against Altria and/or its subsidiaries in foreign jurisdictions as of October 26, 2026.
Canada
Dorion v. Canadian Tobacco Manufacturers’ Council, et al., Court of Queen’s Bench of Alberta, Judicial District of Calgary, Canada, filed on or about June 17, 2009. Smoking and health class action.
Semple v. Canadian Tobacco Manufacturers’ Council, et al., Supreme Court of Nova Scotia, Canada, filed on or about June 18, 2009. Smoking and health class action.
Kunka v. Canadian Tobacco Manufacturers’ Council, et al., Court of Queen’s Bench of Manitoba, Winnipeg Judicial Centre, Canada, filed on an unknown date in June 2009. Smoking and health class action.
1
Adams v. Canadian Tobacco Manufacturers’ Council, et al., Court of Queen’s Bench for Saskatchewan, Judicial Centre of Regina, Canada, filed on or about July 10, 2009. Smoking and health class action.
Bourassa v. Imperial Tobacco Canada Limited, et al., Supreme Court of British Columbia, Victoria Registry, Canada, filed on or about June 25, 2010. Smoking and health class action.
McDermid v. Imperial Tobacco Canada Limited, et al., Supreme Court of British Columbia, Victoria Registry, Canada, filed on or about June 25, 2010. Smoking and health class action.
Attorney General of Newfoundland and Labrador v. Rothmans Inc., et al., Supreme Court of Newfoundland and Labrador, Trial Division, Canada, filed February 8, 2011. Health care cost recovery action.
Her Majesty the Queen in Right of the Province of Nova Scotia v. Benson & Hedges, Inc., et al., Supreme Court of Nova Scotia, filed on January 2, 2015. Health care cost recovery action.
Salvatore, et al. v. JUUL Labs Canada, Ltd., et al., Quebec, District of Montreal Superior Court, filed June 12, 2019. E-vapor class action.
Stephens, et al. v. JUUL Labs, Inc., et al., British Columbia, Canada Supreme Court, filed October 1, 2019. E-vapor class action.
O’Donnell, et. al. v. JUUL Labs, Canada, Ltd., et al., Ontario, Ontario Superior Court, filed April 17, 2020. E-vapor class action.
His Majesty the King in Right of the Province of British Columbia v. JUUL Labs, Inc., et al., Supreme Court of British Columbia, filed December 12, 2025. E-vapor health care cost recovery action.
See Note 12 for a discussion of these cases.
2
Exhibit 99.2
TRIAL SCHEDULE FOR CERTAIN CASES
Below is a schedule, as of October 26, 2026, setting forth by month the number of individual smoking and health cases against Philip Morris USA Inc. that are scheduled for but not in trial through December 31, 2026.
2026
Engle progeny
| October | 0 | ||||
| November | 0 | ||||
| December | 0 | ||||
As of October 26, 2026, there are no Engle progeny cases in trial.
Other Individual Smoking & Health
| October | 0 | ||||
| November | 0 | ||||
| December | 1 | ||||
As of October 26, 2026, there are no non-Engle progeny cases in trial.