8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 8, 2010

ALTRIA GROUP, INC.

(Exact name of registrant as specified in its charter)

Virginia	1-8940	13-3260245
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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

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

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

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

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

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

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

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

Item 7.01. Regulation FD Disclosure.

As Altria Group, Inc. (the “Company”) previously announced, the Company’s Executive Vice President and Chief Financial Officer, David R. Beran, will be giving a live presentation today, September 8, 2010, at the Barclays Capital 2010 Back-to-School Consumer Conference in Boston, Massachusetts. In connection with the presentation, the Company is furnishing to the Securities and Exchange Commission the following documents attached as exhibits to this Current Report on Form 8-K and incorporated by reference herein: the text of Mr. Beran’s remarks attached as Exhibit 99.1 hereto, the presentation slides attached as Exhibit 99.2 hereto, and the press release announcing the key highlights of the presentation attached as Exhibit 99.3 hereto.

Reconciliations of non-GAAP measures included in the presentation and presentation slides to the most comparable GAAP measures are set forth in Exhibit 99.2 hereto.

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

Item 9.01. Exhibits.

(c) Exhibits

99.1	Remarks by David R. Beran, Executive Vice President and Chief Financial Officer, Altria Group, Inc., dated September 8, 2010 (furnished pursuant to Item 7.01).
99.2	Altria Group, Inc. Presentation Slides, dated September 8, 2010 (furnished pursuant to Item 7.01).
99.3	Altria Group, Inc. Press Release, dated September 8, 2010 (furnished pursuant to Item 7.01).

SIGNATURES

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

ALTRIA GROUP, INC.
By:	/S/    W. HILDEBRANDT SURGNER, JR.
Name:	W. Hildebrandt Surgner, Jr.
Title:	Corporate Secretary and Senior Assistant General Counsel

DATE: September 8, 2010

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Remarks by David R. Beran, Executive Vice President and Chief Financial Officer, Altria Group, Inc., dated September 8, 2010 (furnished pursuant to Item 7.01).
99.2	Altria Group, Inc. Presentation Slides, dated September 8, 2010 (furnished pursuant to Item 7.01).
99.3	Altria Group, Inc. Press Release, dated September 8, 2010 (furnished pursuant to Item 7.01).

EX-99.1

Exhibit 99.1

Remarks by David R. Beran, Executive Vice President and Chief Financial Officer, Altria Group, Inc. and Clifford B. Fleet, Vice President Investor Relations, Altria Client Services

Barclays Capital 2010 Back-To-School Consumer Conference

Boston, MA

September 8, 2010

Remarks by Cliff Fleet

Good morning and thank you for joining us for today’s presentation.

Our remarks today contain projections of future results. I direct your attention to the Forward-Looking and Cautionary Statement section at the end of today’s press release for a review of the various factors that could cause actual results to differ from projections. Altria Group, Inc. (Altria) reports its financial results in accordance with U.S. generally accepted accounting principles. Today’s presentation may contain various operating results on both a reported and on an adjusted basis, which excludes items that affect the comparability of reported results. Reconciliations are available on our website, www.altria.com.

Now it gives me great pleasure to introduce Dave Beran, Altria’s Executive Vice President and Chief Financial Officer.

Remarks by Dave Beran

Thanks Cliff and good morning everyone. Joining me here today are Craig Johnson, Executive Vice President of Altria; Marty Barrington, Altria’s Executive Vice President, Chief Compliance and Administrative Officer; and Murray Garnick, Altria’s Senior Vice President of Litigation. We are pleased to be with you this morning to discuss Altria’s plans to continue delivering superior returns to our shareholders, and why we believe that Altria continues to be a compelling investment.

Remarks by Altria’s CFO at the Barclays Capital Back-To-School Consumer Conference, September 2010 1

The business environment has been challenging over the past few years. Unemployment remains at a historically high level, and consumer confidence has fallen. The economic environment this year remains uncertain and the domestic economic recovery is likely to take some time. Consumers are cautious, as they seek ways to control their spending and reduce debt.

The last few years have been challenging for equity investors seeking consistent and solid returns. In 2008, the S&P 500’s total shareholder return was (36.6%). In 2009 this trend reversed, as the S&P 500’s total return was 25.9%. And in 2010 this trend reversed again, as the S&P 500’s total return was down slightly through August 31. Since the spin-off of Philip Morris International Inc. (PMI) on March 28, 2008 through August 31, 2010, the S&P 500’s total return was (15.6%).

Companies’ dividends to shareholders have been impacted by these conditions. Of the approximately 370 companies in the S&P 500 that paid dividends at the time of the PMI spin-off, about 40% have either decreased or kept them the same through the end of August 2010.

In addition to the challenges of high unemployment and low consumer confidence, Altria and its businesses dealt with:

• The acquisitions of John Middleton Co. (Middleton) and UST LLC (UST) to create a total tobacco platform,

• The restructuring of the internal functions of Altria’s operating companies to drive efficiencies;

• The largest federal excise tax (FET) increase in history, which raised federal excise taxes on tobacco products by over 150%;

• The onset of federal regulation of tobacco products by the U.S. Food and Drug Administration (FDA); and,

• The continuing challenges in the tobacco litigation environment.

Remarks by Altria’s CFO at the Barclays Capital Back-To-School Consumer Conference, September 2010 2

Despite these challenges, Altria delivered strong and consistent results:

• Adjusted diluted earnings per share (EPS) grew by 10% in 2008, 6.1% in 2009, and should grow by 7% to 9% in 2010;

• Additionally, our dividend has increased four times since the PMI spin-off, resulting in an overall dividend increase of 31% since the spin.

This solid financial performance led to strong returns to our shareholders. From the time of the PMI spin-off through August 31, 2010, Altria’s total return to shareholders was 14.9%, outpacing the S&P 500’s total return of (15.6%), and the Food, Beverage and Tobacco Index’s total return of 11.1%. Altria also delivered the highest total shareholder return among consumer packaged goods companies (CPG) with market capitalizations above $20 billion in 2009 as well as 2010 through the end of August. We thus successfully managed through a very challenging environment to deliver consistently strong returns to our shareholders.

We delivered this performance by successfully leveraging strengths that give Altria a competitive advantage:

• The four strong brands of our tobacco operating companies;

• Superior brand-building infrastructure;

• Financial discipline with solid cost management; and finally,

• A strong balance sheet with a commitment to return cash to shareholders in the form of dividends.

Remarks by Altria’s CFO at the Barclays Capital Back-To-School Consumer Conference, September 2010 3

Although the challenging economic environment has impacted the performance of many premium brands, Marlboro, Copenhagen, Skoal and Black & Mild have performed well. As the adult consumer mindset has evolved as a result of the economy, so too have the equity building programs of our brands. These programs aim to give adult tobacco consumers compelling reasons to choose our premium brands, while maintaining an appropriate value proposition for the current economic environment.

Marlboro’s equity is based on tobacco flavor. Adult cigarette smokers have long been invited to “Come to where the flavor is. Come to Marlboro Country.” Today, four out of ten adult cigarette smokers reach for a Marlboro. Marlboro has strong adult smoker demographics, and is the number one brand in every adult age cohort. Marlboro’s share among 21-29 and 30-39 year old smokers is also substantially larger than its total retail share. Marlboro has grown cigarette category share almost continuously for over fifty years, and reached a record retail share in the second quarter of 2010.

Marlboro has grown in part because the brand has evolved to meet shifting adult cigarette consumer preferences. In the non-menthol segment, where Marlboro is significantly larger than the next fifty brands combined, the brand offers adult cigarette consumers a variety of choices. Marlboro identified an opportunity for “A new take on a classic flavor” and successfully introduced Marlboro Special Blend products in the first quarter of this year. These products helped Marlboro’s non-menthol segment share grow to a record 52.3% in the second quarter.

In the menthol segment, Marlboro continued to meet the evolving adult cigarette consumer taste preferences with new products. These products helped Marlboro become the second largest menthol cigarette brand, and increase its menthol segment share to 20.1% in the second quarter of 2010. The brand plans to introduce Marlboro Skyline later this year to continue building its position in the menthol segment.

The premium smokeless brand portfolio of Altria’s tobacco operating companies consists of Copenhagen, Skoal and Marlboro, and each of these brands has a unique positioning in the smokeless category. Copenhagen is the traditional moist smokeless tobacco (MST) brand that

Remarks by Altria’s CFO at the Barclays Capital Back-To-School Consumer Conference, September 2010 4

anchors the MST segment within the category. Skoal is the contemporary premium brand that can evolve in the smokeless category. Marlboro is the most iconic tobacco brand that provides adult smokers with smokeless tobacco alternatives from the brand they know. These unique brand positions allow all the brands to meet different adult tobacco consumer preferences within the growing smokeless category.

Copenhagen is widely recognized among adult dippers as the authentic MST brand that dates back to 1822. Copenhagen has strong demographics, with its strength among 30 to 49 year old dippers who are typically seeking a more flavorful smokeless tobacco product. Historically, the brand had minimal share in the Wintergreen and Straight segments, which in 2009 represented about 50% of the smokeless category’s retail share. Copenhagen therefore introduced Long Cut Wintergreen and Long Cut Straight. These products, in conjunction with the new Extra Long Cut Natural offering, strengthen the brand’s position by appealing to a much broader number of adult dippers. These products have successfully contributed to strong retail share gains for Copenhagen.

Skoal’s strengths create a platform for future success. It is:

• The number one smokeless brand among adult dippers ages 21 to 29;

• The number one smokeless brand among adults who use both MST and cigarettes;

• The number one MST brand in the fast growing pouch segment;

• The smokeless brand with the highest brand loyalty among adult dippers; and,

• It was the first brand to introduce a wintergreen product, giving it strong equity in this segment which represented about 40% of the smokeless category’s retail share last year.

Remarks by Altria’s CFO at the Barclays Capital Back-To-School Consumer Conference, September 2010 5

Skoal plans to build on this strong foundation with initiatives on Long Cut Wintergreen, Straight and Mint products to strengthen its core, as well as other initiatives to build its position as a contemporary smokeless brand.

About 25% of adult cigarette smokers are interested in smokeless tobacco alternatives to cigarettes. The product opportunity is to provide these adult smokers with an enjoyable, smoke-free tobacco product. We believe the best brand to do this is Marlboro, since it is the largest brand among adult cigarette consumers.

At the end of the first quarter of this year Philip Morris USA Inc. (PM USA) nationally expanded Marlboro Snus, which is a smokeless tobacco product designed especially for adult smokers. We are pleased with the initial adult consumer response and are optimistic about the long-term prospects for these kinds of smokeless tobacco products.

Black & Mild has a strong position in the machine-made large cigar category with its unique offering of pipe-tobacco filled cigars, and has good adult demographics. Its share among 21 to 29 year old cigar consumers is above its total retail share. Adult cigar consumers like to try new varieties and blends, and Black & Mild has introduced new products over the past several years to build its position in the category. The brand’s position is further enhanced with strong retail distribution and visibility gains after Altria’s acquisition of Middleton in December 2007. Black & Mild’s growth opportunity is expanding from its historic strength in the tipped segment, where it holds over 85% share, into other segments where it has minimal share.

From the beginning of 2008 through the second quarter of 2010, our tobacco operating companies successfully introduced twenty-six new products to build their brands. In the first half of this year these products had almost 4% retail share of the cigarette category, almost 6% retail share of the smokeless category, and over 5% retail share of the machine-made large cigar category.

Our tobacco companies are committed to responsibly marketing their products. The brands are supported with superior brand-building infrastructure, which is Altria’s second competitive

Remarks by Altria’s CFO at the Barclays Capital Back-To-School Consumer Conference, September 2010 6

advantage. Altria Sales & Distribution (ALS&D) represents the brands of our tobacco operating companies to the trade, while Altria Consumer Engagement Services (ALCES) implements their one-to-one adult consumer engagement programs. These organizations give our tobacco operating companies ways to responsibly market to adult tobacco consumers in order to build their brands.

ALS&D supports the growth of our tobacco companies’ businesses by offering programs that help the trade best present the brands of our tobacco companies to adult tobacco consumers. These programs are designed to:

• First, present Marlboro, Copenhagen, Skoal and Black & Mild to adult tobacco consumers in the best positions;

• Second, allocate merchandising space according to a company’s share to help brands stay in-stock and fresh;

• Third, clearly communicate price and promotional offers; and finally,

• Prevent tobacco product access by minors.

ALS&D covers over 95% of the tobacco space’s volumes with over three million retail contacts per year. This comprehensive coverage offers our tobacco companies unparalleled reach and speed to market as they execute retail initiatives. For example, in the fourth quarter of last year Copenhagen Long Cut Wintergreen achieved distribution in over 90% of targeted stores just two weeks after launch, much faster than prior U.S. Smokeless Tobacco Company (USSTC) product introductions.

ALS&D is evolving since it now represents brands competing in all the major tobacco categories. For example, the organization reallocated sales personnel to increase store coverage and improve execution in high volume areas. It is also implementing a total tobacco merchandising solution to allow retailers to meet the growing demand for smokeless tobacco products and cigars by allocating more shelf space to them. In addition, the organization is rolling out new information management tools for the trade to provide them insights on how to grow their business.

Remarks by Altria’s CFO at the Barclays Capital Back-To-School Consumer Conference, September 2010 7

ALCES executes adult consumer engagement programs on behalf of our tobacco operating companies to build affinity, loyalty and brand awareness. ALCES implements these programs through a variety of methods such as direct mail, events and online experiences that together create an average of over 200 million brand interactions annually.

For example, Marlboro, Copenhagen, Skoal and Black & Mild all have websites that provide registered tobacco consumers aged 21 and older with brand information to promote and maintain brand loyalty. These websites support the development of fully integrated brand-building programs such as the 2010 Marlboro Country Rewards promotion, which encompasses direct mail, the Internet, bar programs, promotional offers, onserts and point of sale materials. Marlboro’s website is one of the largest consumer packaged goods websites in the United States as measured by monthly traffic.

Strong brands and superior brand-building capabilities are coupled with Altria’s third strength, which is financial discipline. Altria’s focus on managing costs improves efficiencies, helps income growth and allows resources to be used on brand-building initiatives to enhance profitability over time.

For example, the company restructured and centralized various internal functions such as Finance, Human Resources, and Purchasing into Altria Client Services, resulting in a significantly smaller and more efficient overall enterprise.

Altria and its operating companies have made excellent progress on their program to reduce costs by $1.5 billion off of the 2006 cost base by the end of 2011. Since the program’s inception through the second quarter of 2010, over $1.2 billion in savings have been delivered, and we are confident that we will complete the program by the end of next year.

The cost reduction program has contributed to the strong performance of our tobacco businesses. From 2007 to 2009, PM USA grew its adjusted operating companies income (OCI) margins faster than its major competitors, and through the first half of 2010 this trend continued. In our smokeless segment, adjusted costs per can in the first half of this year were substantially lower than the first half of 2009, and were also lower than the first half of 2008, the year prior to

Remarks by Altria’s CFO at the Barclays Capital Back-To-School Consumer Conference, September 2010 8

Altria’s acquisition of UST. As we anticipated, the smokeless segment cost savings resulting from the UST acquisition offset the investments that helped return smokeless segment retail share and volume to growth. In fact, 2010 second-quarter smokeless segment adjusted OCI margins of approximately 56% were essentially the same as USSTC’s adjusted operating margins in 2007, despite costs associated with the national launch of Marlboro Snus this year.

Altria’s fourth strength is maintaining a strong balance sheet with a commitment to return cash to shareholders. A strong balance sheet protects the company’s investment grade credit rating, preserves access to the capital markets for short- and long-term debt, and secures the cash flow generated by our operating companies, thus sustaining our ability to grow earnings and the dividend over time.

Altria’s strong balance sheet helped the company make an almost $1 billion payment to the Internal Revenue Service (IRS) in July of this year, without disrupting the company’s ability to return value to shareholders. Approximately $945 million of this payment to the IRS is associated with the disallowance of certain leveraged leasing transactions entered into by Philip Morris Capital Corporation (PMCC) in 1996 through 2003, and we intend to contest these disallowances vigorously. This payment did not impact the company’s ability to raise its 2010 EPS guidance or increase its quarterly dividend.

Altria’s debt to earnings before interest, taxes, depreciation and amortization (EBITDA) ratio is in line with our peers and well under the requirements of our covenants. However, the carrying cost of some of this debt is high due to the timing of financing activities related to the UST acquisition. We therefore are focused on reducing our financing costs. In the second quarter, Altria paid off $775 million in notes with a coupon of 7.125%. Also in the second quarter of this year, Altria issued $800 million in five and a quarter year notes with a coupon of 4.125%, and last month issued an additional $200 million of these notes at the same coupon interest rate. Our decision to refinance or retire debt as it comes due in the future depends upon the condition of the capital markets, interest rates, Altria’s business needs and conditions and other factors.

Remarks by Altria’s CFO at the Barclays Capital Back-To-School Consumer Conference, September 2010 9

Altria’s economic interest in SABMiller plc (SABMiller) remains an important component of the balance sheet, and we believe maintaining the position for the foreseeable future is in the best interests of our shareholders. It significantly strengthens the financial profile of the company by increasing our earnings and cash flows while providing a potential source of liquidity. Although the value of this position was $12.3 billion at the end of August 2010, it has a low tax basis of well under $500 million. Monetizing the position would therefore be dilutive to EPS.

Altria remains committed to returning cash to shareholders in the form of dividends, and intends to grow its dividends in line with its adjusted EPS growth. Our 80% dividend payout ratio target is the highest among comparable CPG companies, and Altria’s yield of 6.8% as of August 31, 2010 is also the highest among these comparable CPG companies. Since the PMI spin-off, Altria has increased its dividend four times for a total increase of 31%, which is among the highest for companies in the S&P 500 Food, Beverage and Tobacco Index.

In 2010, Altria has raised its dividend twice for a total increase of 11.8%. In February, we raised the dividend by 2.9%, reflecting the company’s 80% dividend payout ratio target. Last month, we raised the dividend by 8.6%, reflecting our commitment to dividend growth in line with our adjusted EPS growth. All future dividend payments remain subject to the discretion of Altria’s Board of Directors.

Altria’s mid-term adjusted diluted EPS growth target is seven to nine percent, and our 2010 adjusted diluted EPS guidance is in line with this objective at a seven to nine percent growth rate from an adjusted base of $1.75 per share in 2009.

These strengths – four terrific brands, superior brand-building infrastructure, financial discipline with solid cost management and a strong balance sheet with a commitment to return cash to shareholders – helped Altria deliver strong returns to shareholders, and successfully manage through some very difficult issues. Like all companies there are areas that require our continuing focus so that we continue performing well for our shareholders. These areas include the business environment, FDA regulation, and tobacco litigation.

Remarks by Altria’s CFO at the Barclays Capital Back-To-School Consumer Conference, September 2010 10

The business environment includes the outlook for tobacco volumes and profit pools, as well as the competitive environment in which our companies operate.

Prior to the FET increase of last year, total tobacco volumes based on poundage had been declining at a rate of about 1% per year. This tobacco volume decline consisted of an approximate 4% decline in cigarette volumes, with most of this decline offset by 7% growth in smokeless volumes and 3% growth in machine-made large cigar volumes.

The FET increase disrupted these trends, but the volume changes were largely in line with historical price elasticity. In 2009, cigarette volumes declined by 8%, smokeless volumes grew about 7%, and machine-made large cigar volumes declined slightly. In the second quarter of this year, which is the first to lap a post FET-increase quarter, tobacco category volumes performed more in line with the pre FET-increase numbers. Cigarette volumes declined at about a 4.5% rate, smokeless volumes continued to grow at a rate of about 7%, and the machine-made large cigar category grew slightly.

Tobacco manufacturer profit pools have consistently grown over time, which includes 2009 when the FET increase on tobacco products went into effect. From 2007 to 2009, the estimated total manufacturers’ profit pool for tobacco grew by 5.7% from $10.6 billion to $11.2 billion. Altria’s share of this profit pool grew from 46% to 55%, due primarily to cigarette segment income growth and the acquisitions of USSTC and Middleton.

Our adult consumer businesses face intense competition, but our operating companies delivered strong business results in the first half of 2010.

In our cigarette business, PM USA focuses on growing cigarette income while maintaining share momentum on Marlboro. Given the volume declines in the cigarette category, PM USA maximized income by expanding margins, while investing where appropriate to enhance long-term profitability. 2010 first-half adjusted cigarette segment OCI increased 3.8% versus the first half of last year. PM USA delivered this income growth despite a difficult comparison period where adjusted OCI grew 8.8% versus the prior-year period. In the second quarter, Marlboro grew 1.6

Remarks by Altria’s CFO at the Barclays Capital Back-To-School Consumer Conference, September 2010 11

percentage points to reach a record retail share of 42.8%. We were particularly pleased with the strong first half adjusted year-over-year cigarette segment OCI margin growth of 1.7 percentage points, coupled with PM USA’s stable year-over-year retail share performance.

In our smokeless products business, our companies focus on growing volume in line or slightly ahead of the category’s growth rate. A retail share point today in the smokeless products category is potentially worth more in income tomorrow due to volume growth, assuming the same profits per can. Investing to build category share profitably should therefore grow future smokeless products segment income.

In the second quarter of 2010, USSTC and PM USA’s combined retail share of smokeless products grew 1.8 share points versus the prior-year period to 56%. The companies’ combined adjusted second-quarter smokeless products volume growth of 9% was faster than the overall category’s estimated growth rate of 7%. This volume growth helped increase our segment profitability. In the first half of 2010, adjusted smokeless products segment’s OCI was up a strong 15% versus the first half of last year.

In our cigar business, Middleton continues to focus on growing its strong position in the machine-made large cigar category behind Black & Mild. Like the smokeless products category, a retail share point today in the machine-made large cigar category is potentially worth more in income tomorrow because of category volume growth, assuming the same profits per cigar. From the fourth quarter of 2007, when Altria acquired Middleton, to the fourth quarter of last year Black & Mild grew its retail share by 2.8 share points. In 2010, increased competitive activity slowed Black & Mild’s retail share momentum, and Middleton is responding as appropriate to enhance its position in the marketplace. We are pleased that the cigar segment’s first half of 2010 adjusted OCI increased 7.2% versus the prior-year period.

In the wine business, Ste. Michelle Wine Estates (Ste. Michelle) has assembled an impressive and diverse collection of wine assets and distribution rights in key wine segments. Ste. Michelle calls this its “String of Pearls.” This wine portfolio has enabled Ste. Michelle to continue

Remarks by Altria’s CFO at the Barclays Capital Back-To-School Consumer Conference, September 2010 12

showing strong business performance in the challenging economic environment. In the first half of this year, Ste. Michelle’s volume increased 15.4% versus the prior-year period, and its retail unit volume also grew faster than the industry’s growth rate. Ste. Michelle also increased first-half adjusted wine segment OCI by 20.8% versus the prior-year period.

Altria’s operating companies have thus proven that successful execution of their programs can continue to grow income despite a challenging economic environment and a competitive marketplace. Through the first half of 2010, our adult consumer product segments reported solid year-over-year adjusted OCI growth, and we remain confident about our ability to continue building our positions in these profitable segments with our strong premium brands.

Altria’s second challenge is to continue to successfully address FDA regulation. This June marked the first anniversary of FDA regulation of cigarettes and smokeless tobacco. We believe that thoughtfully implemented federal regulation of tobacco products should benefit tobacco consumers in the long-term, and contribute to resolving many of the complex issues that surround cigarettes and smokeless tobacco.

We are actively participating in processes established by the FDA, including submission of comments and participation in public hearings. For example, PM USA has submitted and presented information to the FDA’s Tobacco Products Scientific Advisory Committee (TPSAC) as part of the committee’s review of the impact of the use of menthol in cigarettes on the public health. We shared our belief that there is no science- or evidence-based reason that would support a TPSAC recommendation to ban menthol cigarettes or otherwise impose additional restrictions on them.

Let me briefly touch upon Altria’s third challenge, which is to successfully manage the litigation environment. Although the company continues to face challenging litigation, we have continued to be successful in managing the litigation overall. For a detailed discussion, I refer you to Altria’s 2010 second-quarter 10-Q filing. We have vigorously defended claims for decades, and we intend to continue doing so.

Remarks by Altria’s CFO at the Barclays Capital Back-To-School Consumer Conference, September 2010 13

So like every business, Altria faces challenges and potential risks that must be addressed. What distinguishes the companies that deliver superior returns to shareholders is their ability to manage successfully through challenges by leveraging their strengths and successfully executing the right strategies. Altria’s formidable strengths and proven ability to manage successfully through significant challenges well-position the company for the future. In an environment where the S&P 500 has delivered negative total returns to investors since the beginning of 2008, we believe Altria’s consistent ability to grow its earnings and dividends in challenging conditions makes it a compelling investment proposition.

Thank you for the opportunity to speak with you. Given that we are about out of time, we will be happy to take your questions in the breakout room immediately following this session.

###

Remarks by Altria’s CFO at the Barclays Capital Back-To-School Consumer Conference, September 2010 14

EX-99.2

1

2010 Barclays Capital

Back-To-School Consumer Conference

Presentation

September 8, 2010

Exhibit 99.2

2

Cliff Fleet

Vice President

Investor Relations

Altria Client Services

3

Safe Harbor Statement

Statements

in

this

presentation

that

are

not

reported

financial

results

or

other

historical

information

are

“forward-looking

statements”

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995.

Such

forward-looking

statements

are

based

on

current

plans,

estimates

and

expectations,

and

are

not

guarantees

of

future

performance.

They

are

based

on

management’s

expectations

that

involve

a

number

of

business

risks

and

uncertainties,

any

of

which

could

cause

actual

results

to

differ

materially

from

those

expressed

in

or

implied

by

the

forward-looking

statements.

The

Company

undertakes

no

obligation

to

publicly

update

or

revise

any

forward-looking

statement

other

than

in

the

normal

course

of

its

public

disclosure

obligations.

The

risks

and

uncertainties

relating

to

the

forward-looking

statements

in

this

presentation

include

those

described

under

the

caption

“Cautionary

Factors

that

May

Affect

Future

Results”

in

the

Company’s

2009

Annual

Report

and

its

Quarterly

Report

on

Form

10-Q

for

the

quarter

ended

June

30,

2010.

Reconciliations

of

non-GAAP

measures

included

in

this

presentation

to

the

most

comparable

GAAP

measures

are

shown

at

the

end

of

this

slide

show

presentation

and

are

available

on

the

Company’s

website

at

www.altria.com.

4

Dave Beran

EVP and

Chief Financial Officer

Altria Group, Inc.

5

Dave Beran

EVP and Chief Financial Officer, Altria

Craig Johnson

EVP, Altria

Marty Barrington

EVP, Chief Compliance & Administrative

Officer, Altria

Murray Garnick

SVP of Litigation, ALCS

Altria’s Executive Management

6

Today’s Remarks

Altria’s plans to continue delivering superior shareholder returns

Why we believe Altria continues to be a compelling investment

Economic Conditions

Unemployment Rate

Consumer Confidence

54

77

0

200

Jan-93

Aug-10

9.6

7.3

0

11

Jan-93

Aug-10

Source: U.S. Department of Labor Bureau of Labor Statistics.  Blue Chip Economic Indicators: The Conference Board

7

8

S&P 500’s Total Shareholder Return

*

* Assumes reinvestment  of dividends

(March 28, 2008 –

August 31, 2010)

Source: Bloomberg; 2010 YTD through Aug 31, 2010; Post PMI Spin-off Mar 28, 2008 vs. Aug 31, 2010

(4.6%)

(36.6%)

(15.6%)

25.9%

2008

2009

2010 YTD

Post PMI spin-off

S&P 500 Companies’

Dividends

9

Source: FactSet; Dividend paying companies at Mar 28, 2008 vs. Aug 31, 2010

10

Acquisitions of Middleton and UST

Restructuring the internal functions of Altria’s companies

Largest federal excise tax increase in history on tobacco products

in April 2009

FDA regulatory oversight over tobacco products

Tobacco litigation environment 

Altria’s Business Environment

11

Altria’s Adjusted Earnings Per Share Growth

Adjusted Diluted EPS* Growth

Source: Altria company reports

* For reconciliation of non-GAAP to GAAP numbers visit www.altria.com.  EPS = Earnings per share.

10.0%

6.1%

7% to 9%

2008

2009

2010 Estimate

12

Altria’s Dividend Increases Since PMI Spin-off

Source: Altria company reports

+31%

* Annualized rate

Note:

2008

annualized

dividend

rate

is

based

on

$0.29

per

common

share,

declared

May

28,

2008

2010 annualized dividend rate is based on $0.38 per common share, declared Aug 27, 2010

2.9%

6.3%

10.3%

$1.52

8.6%

$1.16

$0.50

$1.75

2008

Aug-08

Aug-09

Feb-10

Aug-10

2010

*

*

13

Altria Delivered Superior Returns to Shareholders

* Assumes reinvestment of dividends as of Aug 31, 2010

Source:

Bloomberg

Daily

Return

(Mar

28,

2008

–

Aug

31,

2010)

Total Shareholder Return*

(Since PMI Spin-off)

11.1%

14.9%

(15.6%)

Altria

S&P 500

S&P Food, Beverage &

Tobacco

14

Company Name

Market Cap.

(in Bil.)

TSR

(%)

1

Altria Group, Inc.

$40.7

39.1

2

Coca-Cola Co

$132.1

29.5

3

Kellogg Co

$20.2

24.6

4

General Mills Inc

$23.3

19.5

5

Philip Morris Int'l Inc

$91.8

15.9

2009

Source:

Bloomberg

Monthly

Return;

2010

YTD

through

Aug

31,

2010;

Bloomberg

Yearly

Return;

2009

full-year

Total Shareholder Return

Note : Food, Beverage & Tobacco companies with a market capitalization greater than $20 billion as of Aug 31, 2010

Company Name

Market Cap.

(in Bil.)

TSR

(%)

Altria Group, Inc.

$46.5

17.7

Kraft Foods Inc

$52.2

12.3

Philip Morris Int'l Inc

$94.1

9.1

PepsiCo Inc

$102.1

7.1

General Mills Inc

$23.5

4.4

YTD 2010

15

Four strong brands of our tobacco operating companies

Superior brand-building infrastructure

Financial discipline with solid cost management

Strong balance sheet with a commitment to return cash to

shareholders in the form of dividends

Altria’s Competitive Advantages

16

This space is blank because brand images

which appeared in the original presentation

have been removed.

17

’s

Source: CATTS Database (12mm ending June 2010)

Marlboro

Adult

Tobacco

Demographics

25%

50%

Overall Share

21 -

29

30 -

39

40 -

49

50+

’s

Marlboro  

Retail

Share

18

Source: Maxwell; Shipments; IRI/Capstone – Total Retail Panel; IRP SymphonyIRI Group/Capstone Projected Retail Panel

19

Source: IRP SymphonyIRI Group/Capstone Projected Retail Panel

Marlboro

Non-Menthol

Retail Share

(2Q 2010)

36.9%

31.9%

Marlboro Non-Menthol

Next 50 Non-Menthol Brands

20

This space is blank because brand images

which appeared in the original presentation

have been removed.

21

+2.1pp

Source: IRP SymphonyIRI Group/Capstone Projected Retail Panel

Marlboro

Non-Menthol

Retail Share of             

Non-Menthol Segment

This space is blank because

brand images which

appeared in the original

presentation have been

removed.

50.2%

52.3%

45%

55%

2Q 2009

2Q 2010

22

This space is blank because brand images

which appeared in the original presentation

have been removed.

23

Marlboro

Menthol

Retail Share of Menthol Segment

13.7%

14.4%

16.1%

18.0%

18.3%

19.4%

20.1%

2Q 04

2Q 05

2Q 06

2Q 07

2Q 08

2Q 09

2Q 10

Source: IRI/Capstone Projected Retail Panel Database, 2004 – 2007; IRP SymphonyIRI Group/Capstone Projected Retail Panel, 2008 - 2010

24

This space is blank because brand images

which appeared in the original presentation

have been removed.

25

Source: CATTS Database (12mm ending June 2010)

’s

Adult

Tobacco

Demographics

15%

30%

Overall Share

21 -

29

30 -

39

40 -

49

50+

Copenhagen

Smokeless Products Flavor Segments’

Retail Share

26

27

This space is blank because brand images

which appeared in the original presentation

have been removed.

28

’s

Retail

Share

Retail Share

+2.3pp

Source: SymphonyIRI Group InfoScan Smokeless FDMXC Database

This space is blank because

brand images which

appeared in the original

presentation have been

removed.

23.3%

25.6%

1H 2009

1H 2010

Copenhagen

29

Skoal

Strengths

’s

Number one smokeless brand among adult dippers ages 21-29

Number one smokeless brand among adults who use both MST

and cigarettes

Number one MST brand in the fast growing pouch segment

The smokeless brand with the highest brand loyalty among adult

dippers

Strong brand equity in the wintergreen segment

Source: CATTS Database (12mm ending June 2010); SymphonyIRI Group InfoScan Smokeless FDMXC database

30

This space is blank because brand images

which appeared in the original presentation

have been removed.

31

25% of adult cigarette smokers are interested in smokeless

tobacco alternatives to cigarettes

Product opportunity is to provide them an enjoyable, smoke-free

tobacco product

We believe the best brand to do this is Marlboro

Smokeless Tobacco Alternatives

Source:

Smokeless

Tobacco

Attitudes

and

Usage

Study

[conducted

June,

2005

among

adult

smokers,

ages

21+]

32

This space is blank because brand images

which appeared in the original presentation

have been removed.

33

’s

Adult

Tobacco

Demographics

Source: CATTS Database (I2mm ending June 2010)

10%

40%

Overall Share

21 -

29

30 -

39

40 -

49

50+

Black

&

Mild

34

This space is blank because brand images

which appeared in the original presentation

have been removed.

35

’s

Retail

Distribution

Source: SymphonyIRI Group Convenience Cigar Store Level Database

Average Number of Packings Per Store

+50%

4Q 2007

2Q 2010

Black

&

Mild

36

Share of Machine-made Large Cigars Segments

Source: SymphonyIRI Group InfoScan Cigar Database 2010 FDMC

0%

100%

Tipped Cigarillo

Untipped Cigarillo

Non-Cigarillo

Middleton

Balance of Industry

37

Altria’s Tobacco Companies’

New Products

Products Introduced*

* Year of introduction based on national launch date

Source: PM USA, USSTC and Middleton

4

8

14

2008

2009

YTD 2010

Cigarettes

Smokeless

Cigars

38

Altria’s Tobacco Companies’

New Products

Retail Share

(1H 2010)

Note: Retail share of products introduced by Altria’s tobacco operating companies from 2008 to 1H 2010

0%

7%

Cigarette Category

Smokeless Category

Cigar Category

Source: SymphonyIRI Group/Capstone IRP Projected Retail Database; SymphonyIRI Group Projected Retail Smokeless & Cigar Databases

39

Superior Brand-Building Infrastructure

Executes trade programs to grow

Altria's tobacco companies'

businesses and their customers'

businesses

Executes Consumer Engagement

Programs and designs &

communicates retail promotion

plans for Altria’s tobacco

companies

40

This space is blank because brand images

which appeared in the original presentation

have been removed.

41

ALS&D Programs

Present brands to adult tobacco consumers in the best

positions

Allocate merchandising space to help brands stay in stock and

fresh

Communicate price and promotional offers

Prevent tobacco product access by minors

42

Altria Sales & Distribution Retail Volume Coverage

Over three million retail

contacts per year

Coverage offers our tobacco

companies reach and speed

to market

Source:

STARS

OTP

Geo

Aggregate

–

Full;

ALS&D

Internal

Estimates

Over

95%

43

Copenhagen

Product Distribution

Long Cut Wintergreen

Distribution*

Source: STARS OTP Store Level

* Distribution is as % of targeted workload stores with greater than ten industry smokeless cans per week

This space is blank because

brand images which

appeared in the original

presentation have been

removed.

80%

91%

Week 1

Week 2

44

Altria Sales & Distribution’s Initiatives

Reallocated sales personnel to high volume areas

Implementing a total tobacco merchandising solution

Introducing new information management tools for the trade

45

Altria Consumer Engagement Services

Executes adult consumer engagement programs

–

Build affinity

–

Loyalty

–

Brand awareness

46

Altria Consumer Engagement Services

Online

Websites

Events

Ranch/Bar

200+ Million

Annual Adult

Tobacco

Consumer

Interactions

Source: ALCES internal estimates

Direct Mail

Sweeps &

Giveaways

47

ALCES Programs –

Online Experience

This space is blank because brand images

which appeared in the original presentation

have been removed.

48

This space is blank because brand images

which appeared in the original presentation

have been removed.

49

Altria’s Financial Discipline

Managing costs

–

Improves efficiency

–

Helps income growth

–

Allows resources to be used on brand-building initiatives

Restructured and centralized various internal functions into

Altria Client Services

Making excellent progress against the cost reduction program

50

Altria’s Cost Management Program

Source: Altria company reports

($ in Millions)

$290

$1,500

$1,210

$0

$1,500

2007 -

1H 2010 Savings

Add. Cost Savings

Expected by the end of

2011

Total Cost Savings

Expected by the end of

2011

51

Adjusted OCI* Margin

(2007 –

2009)

Cigarette Manufacturers’

Margins

Adjusted OCI* Margin

(1H 2009 –

1H 2010)

* For reconciliation of non-GAAP to GAAP numbers visit www.altria.com

1.7pp

0.4pp

0.9pp

PM USA

RJRT

Lorillard

4.0pp

3.0pp

1.0pp

PM USA

RJRT

Lorillard

Source: Altria

company

reports,

Lorillard,

Inc.

and

Reynolds

American

Inc.

company

reports,

and

ALCS

estimates.

Adjusted

OCI

for

RJRT

is

reported

income

plus

reported

amortization

expense

and

one-time

reported

implementation,

asset

impairment

and

exit

costs

of

$27

million

in

the

first-half

of

2010.

Adjusted

OCI

for

Lorillard

is reported

operating income, plus $66 million in reported one time legal expenses in 2007. Adjusted OCI margins is adjusted OCI divided by reported net revenue excluding FET.

52

Smokeless Segment’s Costs

Adjusted Costs Per Can*

Source: 1H 2008: UST Inc.; 1H 2009 & 2010: Altria company reports

* For reconciliation of non-GAAP to GAAP numbers visit www.altria.com. Adjusted Costs Per Can for 1H 2009 & 1H 2010 include MST and Snus

$1.01

$0.96

$0.89

$0.80

$1.05

1H 2008

1H 2009

1H 2010

53

Smokeless Segment’s Adjusted OCI Margins*

Source:

UST

and

Altria

company

reports

* For reconciliation of non-GAAP to GAAP numbers visit www.altria.com

~56%

~56%

2007

2Q 2010

54

Strong Balance Sheet

Protects the company’s investment grade credit rating

Preserves access to the capital markets for short-

and long-

term debt

Secures the cash flow generated by the operating companies

Sustains our ability to grow earnings and dividends over time

55

Benefits of a Strong Balance Sheet

Strong balance sheet helped Altria make ~$1 billion payment

to the IRS in July 2010

–

~$945 million of this payment is associated with the

disallowance of certain leverage leasing transactions

entered into by PMCC in 1996 through 2003

–

Intend to contest these disallowances vigorously

Payment did not impact company’s ability to raise 2010 EPS

guidance or increase quarterly dividend

Source: Altria company reports

56

Altria’s Debt

Debt to EBITDA ratio is in line with peers and under

requirements of covenants

High carrying costs due to timing of financing activities related

to UST acquisition

Focus on reducing financing costs

57

Altria’s Debt Transactions

Retired $775 million in notes with a coupon of 7.125% in 2Q 2010

Issued $800 million in notes with a coupon of 4.125% in 2Q 2010

Issued $200 million in notes with a coupon of 4.125%

in 3Q 2010

Decision to refinance or retire future debt depends upon:

–

Condition of capital markets

–

Interest rates

–

Altria’s business needs and conditions and other factors

Source: Altria company reports

58

Altria’s Economic Interest in SABMiller

Important component of

balance sheet

Maintaining position for the

foreseeable future

Strengthens Altria’s financial

profile

This space is blank because

brand images which

appeared in the original

presentation have been

removed.

59

Altria’s Economic Interest in SABMiller

Source: Altria company reports; Bloomberg Closing Stock Price in GBP converted to USD as of Aug 31, 2010.

Market Value

($ in Billions)

This space is blank because

brand images which

appeared in the original

presentation have been

removed.

$3.4

$12.3

$0

$18

Jul-02

Aug-10

60

Yield

Payout Ratios

Source:

Bloomberg

DVD,

Thomson

One

Financial

2010

FY

adjusted

EPS

Estimates.

Payout

Ratio

and

Yield

compares

Food,

Beverage

&

Tobacco

companies

with

a

market

capitalization greater than $10 billion as of Aug 31, 2010.  Altria’s stated 80% payout ratio is a target.

Altria’s Dividend

80%

72%

69%

61%

61%

57%

51%

51%

48%

46%

45%

44%

22%

20%

MO

RAI

LO

PM

HNZ

KFT

KO

HSY

GIS

PEP

CPB

K

ADM

CCE

6.8%

6.6%

5.9%

4.5%

3.9%

3.9%

3.1%

3.1%

3.0%

3.0%

3.0%

2.8%

1.9%

1.3%

MO

RAI

LO

PM

HNZ

KFT

KO

GIS

K

PEP

CPB

HSY

ADM

CCE

61

S&P 500 -

Food, Beverage & Tobacco Index

(March 2008 to August 2010)

Source: Bloomberg DVD as of Aug 31, 2010

Dividend Increases

* Philip Morris Int’l calculation is from first declared dividend date 6/18/2008

* Lorillard Inc. calculation is from first declared dividend date 8/21/2008

Companies not shown:

DPS –

first dividend declared was 11/20/2009

STZ –

no regular dividend (no dividend, only stock splits (last one 2005))

DF –

no regular dividend (one special dividend $15 paid 4/2/07)

75%

40%

33%

31%

31%

29%

28%

26%

25%

22%

18%

18%

16%

15%

14%

10%

8%

7%

6%

5%

5%

0%

TAP

GIS

SJM

MO

K

CCE

PEP

PM*

CPB

LO*

HNZ

MKC

KO

ADM

HRL

BF/B

HSY

KFT

RAI

CAG

SLE

TSN

62

Altria’s 2010 Dividend Increases

Raised dividend twice for a total increase of 11.8% since the

end of 2009

–

2.9% in February 2010

–

8.6% in August 2010

All future dividend payments remain subject to the discretion of

Altria’s Board of Directors

Source: Altria company reports

63

Altria’s Adjusted Diluted EPS Guidance

Mid-term

adjusted

diluted

EPS

growth

target

is

7%

to

9%

Altria

reaffirms

that

its

2010

adjusted

*

diluted

earnings

per

share

(EPS)

is

expected

to

increase

to

a

range

of

$1.87

to

$1.91

per

share,

representing

a

7%

to

9%

growth

rate

from

an

adjusted

base

of

$1.75

per

share

in

2009

* For reconciliation of non-GAAP to GAAP numbers visit www.altria.com.  EPS = Earnings per share.

Source: Altria company reports

64

Four strong brands of our tobacco operating companies

Superior brand-building infrastructure

Financial discipline with solid cost management

Strong balance sheet with a commitment to return cash to

shareholders in the form of dividends

Altria’s Competitive Advantages

65

Areas Requiring Continuing Focus

Business Environment

FDA Regulation

Tobacco Litigation

66

Business Environment

Tobacco volumes

Profit pools

Competitive environment

67

Pounds in

Millions

Source: ALCS MICR Industry estimates for cigarettes; TTB all other tobacco segments; cigarettes, small cigars & RYO based on 0.0325 oz./stick [FY 2008]

5 year CAGR (~1%)

Historical Total Tobacco Volume

0

1,100

2004

2005

2006

2007

2008

68

Tobacco Categories’

2008 Volume Change

Source: Altria company reports; ALCS MICR estimates

Note: Smokeless is defined as moist smokeless tobacco and spit-less tobacco products

~3%

~7%

(~4%)

Cigarettes

Smokeless

Machine-made Large

Cigars

69

Tobacco Categories’

2009 Volume Change

Source: Altria company reports; ALCS MICR estimates

Note: Smokeless is defined as moist smokeless tobacco and spit-less tobacco products

(~0.5%)

~7%

(~8%)

Cigarettes

Smokeless

Machine-made Large

Cigars

70

Tobacco Categories’

Volume Change

2008

2Q 2010

Source: Altria company reports; ALCS MICR estimates

Note: Smokeless is defined as moist smokeless tobacco and spit-less tobacco products

~3%

~7%

(4.0%)

~7%

Grew

Slightly

(4.5%)

Cigarettes

Smokeless

Machine-made Large

Cigars

71

*

Altria’s Share of Profit Pool

+9.0pp

* Excludes USSTC

Tobacco Manufacturers’

Profit Pool

Total Profit Pool

($ in Billions)

+5.7%

Source: Altria company reports; ALCS BS&D estimates

$10.6

$11.2

$9.5

$12.5

2007

2009

46%

55%

30%

70%

2007

2009

73

Cigarettes Segment

Grow cigarette income while maintaining share momentum on

Marlboro

Maximize income by expanding margins, while investing where

appropriate to enhance long-term profitability

74

Cigarettes Segment’s Results

Source: Altria company reports

Adjusted OCI*

($ in Billions)

+8.8%

+3.8%

$2.7

$2.8

$2.4

$2.3

$2.9

1H 2008

1H 2009

1H 2010

* For reconciliation of non-GAAP to GAAP numbers visit www.altria.com.

75

’s

Marlboro 

Retail

Share

Source: IRP SymphonyIRI Group/Capstone Projected Retail Panel Database

+1.6pp

This space is blank because

brand images which

appeared in the original

presentation have been

removed.

42.8%

41.2%

36%

46%

2Q 2009

2Q 2010

76

Cigarettes Segment’s Results

+1.7pp

Adjusted OCI* Margins

(Percent)

* For reconciliations of non-GAAP to GAAP numbers visit www.altria.com

0.0pp

PM USA’s

Retail Share

50.2%

50.2%

48%

52%

1H 2009

1H 2010

38.6%

36.9%

35%

40%

1H 2009

1H 2010

Source: Altria company reports; IRP SymphonyIRI Group/Capstone Projected Retail Panel Database

77

Smokeless Products Segment

Growing volume in-line or slightly ahead of the category’s

growth rate

A retail share point is potentially worth more in income

tomorrow due to category volume growth*

Investing to build category share profitably should grow future

segment income

* Assumes the same profits per can/pack

78

Retail Share

+1.8pp

Smokeless Products’

Results

Adjusted Volume Growth

(2Q 2010)

Source: SymphonyIRI Group InfoScan FDMXC Smokeless Tobacco Database; Altria company reports

~7%

~9%

5%

11%

Smokeless

Category

USSTC & PM

USA combined

54.2%

56.0%

50%

58%

2Q 2009

2Q 2010

79

Smokeless Products’

Results

Adjusted OCI*

($ in Millions)

* For reconciliation of non-GAAP to GAAP numbers visit www.altria.com

Source: Altria company reports

+15.0%

$339

$390

1H 2009

1H 2010

80

Cigars Segment

Grow strong position in machine-made large cigar category

behind Black & Mild

A retail share point today is potentially worth more income

tomorrow because of category volume growth*

* Assumes the same profits per cigar

81

Retail Share

+2.8pp

Black

&

Mild

’s

Retail

Share

Source: SymphonyIRI Group InfoScan Cigar Database

This space is blank because

brand images which

appeared in the original

presentation have been

removed.

27.8%

30.6%

25%

33%

4Q 2007

4Q 2009

82

(1.1)pp

Cigar Segment’s Results

Source: SymphonyIRI Group InfoScan Cigar Database; Altria company reports

Adjusted OCI*

($ in Millions)

+7.2%

* For reconciliation of non-GAAP to GAAP numbers visit www.altria.com

$97

$104

$75

$115

1H 2009

1H 2010

29.1%

28.0%

24%

32%

1H 2009

1H 2010

’s

Black

&

Mild  

Retail

Share

83

Volume

(Case in Millions)

+15.4%

Wine Segment’s 1H 2010 Results

Source: Altria company reports

Adjusted OCI*

($ in Millions)

+20.8%

* For reconciliation of non-GAAP to GAAP numbers visit www.altria.com

$24

$29

$17

$32

1H 2009

1H 2010

2.6

3.0

2.3

3.3

1H 2009

1H 2010

84

Altria’s Adult Consumer Products Businesses

Successful execution of programs can continue to grow income,

despite challenging environment and competitive marketplace

Solid first-half 2010 adjusted operating companies income growth

Remain confident about our ability to continue building our

positions in these profitable segments with our strong premium

brands

85

FDA Regulation

June 2010 marked first anniversary of FDA regulation over

cigarettes and smokeless tobacco

We believe that thoughtfully implemented federal regulation

should benefit tobacco consumers in the long-term

Should contribute to resolving many of the complex issues that

surround cigarettes and smokeless tobacco

86

Altria’s Approach to FDA Regulation

Actively participating in processes established by FDA

PM USA submitted and presented information to the FDA’s

Tobacco Products Scientific Advisory Committee (TPSAC)

Shared our belief that there is no science-

or evidence-based

reason that would support a TPSAC recommendation to:

–

Ban menthol cigarettes

–

Impose additional restrictions on them

87

Litigation Environment

Company continues to face challenging litigation

Successfully managed litigation in the past

Detailed discussion in Altria’s recent Form 10-Q

Vigorously defended claims for decades and intend to continue

doing so

88

89

Non-GAAP Financial Measures

Altria

reports

its

consolidated

financial

results

in

accordance

with

U.S.

generally

accepted

accounting

principles

(GAAP).

Today’s

remarks

and

related

slides

may

contain

various

operating

results

on

both

a

reported

basis

and

on

an

adjusted

basis,

which

excludes

items

that

affect

the

comparability

of

reported

results.

Altria’s

management

reviews

operating

companies

income

(OCI),

which

is

defined

as

operating

income

before

corporate

expenses

and

amortization

of

intangibles,

to

evaluate

segment

performance

and

allocate

resources.

Altria’s

management

also

reviews

OCI,

operating

margins

and

earnings

per

share

(EPS)

as

well

as

other

financial

measures

on

an

adjusted

basis,

which

excludes

certain

income

and

expense

items

that

management

believes

are

not

part

of

the

underlying

operations

because

such

items

can

obscure

underlying

business

trends.

Management

believes

it

is

appropriate

to

disclose

these

measures

to

help

investors

analyze

underlying

business

performance

and

trends.

Such

adjusted

measures

are

regularly

provided

to

management

for

use

in

the

evaluation

of

segment

performance

and

allocation

of

resources.

Reconciliations

of

non-GAAP

measures

included

in

this

presentation

to

the

most

comparable

GAAP

measures

are

shown

at

the

end

of

this

slide

show

presentation

and

are

available

on

Altria’s

website

at

www.altria.com.

90

Adjusted OCI for Reporting Segments

Second-Quarter Results

Source: ALCS Finance, reconciliation between GAAP and non-GAAP financial measures

2010

2009

2010

2009*

2010

2009

2010

2009*

Reported OCI

1,450

$   

1,426

$   

1.7%

198

$      

177

$      

11.9%

56

$        

36

$        

55.6%

12

$        

9

$          

33.3%

Asset Impairment, exit, integration

and implementation costs

45

47

4

35

-

4

-

1

UST acquisition-related costs

-

-

-

1

-

-

5

5

Adjusted OCI

1,495

$   

1,473

$   

1.5%

202

$      

213

$      

(5.2)%

56

$        

40

$        

40.0%

17

$        

15

$        

13.3%

Net Revenues

5,589

$   

6,024

$   

(7.2)%

390

$      

373

$      

4.6%

155

$      

118

$      

31.4%

106

$      

94

$        

12.8%

Less Excise taxes

1,847

2,052

27

24

55

44

4

5

Net Revenues excluding excise

taxes

3,742

$   

3,972

$   

(5.8)%

363

$      

349

$      

4.0%

100

$      

74

$        

35.1%

102

$      

89

$        

14.6%

Adjusted OCI Margins

40.0%

37.1%

2.9

pp

55.6%

61.0%

(5.4)

pp

56.0%

54.1%

1.9

pp

* Altria acquired UST and its smokeless tobacco and wine businesses on January 6, 2009.  As a result, USSTC and Ste. Michelle's financial results from

January 6 through December 31, 2009 are included in Altria's 2009 segment results for the quarter ended June 30, 2009.

Altria Group, Inc. and Subsidiaries, Selected Financial Data by Reporting Segment for the Quarter ended June 30,

(dollars in millions)

Wine

Second-Quarter Results

Cigarettes

Smokeless Products

Cigars

91

Adjusted OCI for Reporting Segments

First-Half Results

Source: ALCS Finance, reconciliation between GAAP and non-GAAP financial measures

2010

2009

2008

2010

2009*

2010

2009

2008

2010

2009*

Reported OCI

2,680

$ 

2,569

$

4.3%

2,377

$ 

8.1%

376

$    

175

$    

100%+

103

$    

90

$      

14.4%

91

$      

(1.1)%

19

$      

10

$      

90.0%

Asset Impairment, exit, integration

and implementation costs

74

84

61

13

151

1

7

3

1

4

UST acquisition-related costs

-

-

-

1

13

-

-

-

9

10

Adjusted OCI

2,754

$ 

2,653

$

3.8%

2,438

$ 

8.8%

390

$    

339

$    

15.0%

104

$    

97

$      

7.2%

94

$      

3.2%

29

$      

24

$      

20.8%

Net Revenues

10,712

$

9,920

$

8.0%

9,149

$ 

8.4%

771

$    

671

$    

14.9%

290

$    

233

$    

24.5%

192

$    

21.4%

201

$    

169

$    

18.9%

Less Excise taxes

3,578

2,732

1,650

53

36

103

60

31

8

8

Less

Revenues

for

contract

volume

Mfg for PMI

-

-

110

-

-

-

-

-

-

-

Adjusted

Net

Revenues

¹

7,134

$ 

7,188

$

(0.8)%

7,389

$ 

(2.7)%

718

$    

635

$    

13.1%

187

$    

173

$    

8.1%

161

$    

7.5%

193

$    

161

$    

19.9%

Adjusted OCI Margins

38.6%

36.9%

1.7

pp

33.0%

54.3%

53.4%

0.9

pp

55.6%

56.1%

(0.5)

pp

58.4%

Operating Costs²

328

$    

296

$    

Domestic

Smokeless

Volume

³

368.0

308.3

Operating

Costs

per

can

4

0.89

$   

0.96

$   

¹

Adjusted

Net

Revenues

are

net

of

excise

taxes

and

contract

volume

manufactured

for

PMI

²

Adjusted Net Revenues less Adjusted Operating Companies Income

³

Volume

is

millions

of

units.

2009

Excludes

volume

(10.9m

cans)

from

Jan

1

-

Jan

6,

2009

shipped

by

USSTC

prior

to

the

UST

acquisition

Operating Costs per can is Operating Costs divided by Domestic Smokeless Volume

*

Altria

acquired

UST

and

its

smokeless

tobacco

and

wine

businesses

on

January

6,

2009.

As

a

result,

USSTC

and

Ste.

Michelle's

financial

results

from

January 6 through December 31, 2009 are included in Altria's 2009 segment results for the six months ended June 30, 2009.

Altria Group, Inc. and Subsidiaries, Selected Financial Data by Reporting Segment for the First Six Months ended June 30,

(dollars in millions)

Wine

First-Half Results

Cigarettes

Smokeless Products

Cigars

4

92

Adjusted OCI for Reporting Segments

Full-Year Results

Source: ALCS Finance, reconciliation between GAAP and non-GAAP financial measures

Smokeless

Products

Wine

2009

2008

2007

2009*

2009

2008

2007**

2009*

Reported OCI

5,055

$      

4,866

$      

4,511

$      

381

$                 

176

$     

164

$     

7

$         

43

$         

Asset Impairment, exit, integration

and implementation costs

254

166

371

236

9

18

-

9

Provision for Scott Case

-

-

26

-

-

-

-

-

UST acquisition-related costs

-

-

-

15

-

-

-

21

Adjusted OCI

5,309

$      

5,032

$      

4,908

$      

632

$                 

185

$     

182

$     

7

$         

73

$         

Net Revenues

20,919

$    

18,753

$    

18,470

$    

1,366

$             

520

$     

387

$     

15

$       

403

$       

Less Excise taxes

6,465

3,338

3,449

88

162

61

3

17

Less Revenues for contract volume

Mfg for PMI

-

298

-

-

-

-

-

-

Adjusted Net Revenues¹

14,454

$    

15,117

$    

15,021

$    

1,278

$             

358

$     

326

$     

12

$       

386

$       

Adjusted OCI Margins

36.7%

33.3%

32.7%

% point change 2009 adjusted OCI

margin versus 2007 adjusted OCI margin

4.0

pp

¹

Adjusted Net Revenues are net of excise taxes and contract volume manufactured for PMI

* Altria acquired UST and its smokeless tobacco and wine businesses on January 6, 2009.  As a result, USSTC and Ste. Michelle's financial results from

January 6 through December 31, 2009 are included in Altria's 2009 segment results for the year ended December 31, 2009.

** Altria acquired John Middleton and its machine-made large cigar business on December 15, 2007.  As a result, John Middleton's financial results from

December 15 through December 31, 2007 are included in Altria's 2007 segment results for the year ended December 31, 2007.

Altria Group, Inc. and Subsidiaries, Selected Financial Data by Reporting Segment for the Years ended

December 31,

(dollars in millions)

Full-Year Results

Cigarettes

Cigars

93

Altria’s Adjusted Diluted EPS

for Years Ended December 31

Source: ALCS Finance, reconciliation between GAAP and non-GAAP financial measures

Change

Reported diluted EPS

$1.81 -

$1.85

1.54

$              

18% to 20%

Asset Impairment, exit, integration and

implementation costs

0.04

0.19

UST acquisition-related costs*

0.01

0.06

SABMiller special items

0.03

-

Tax items

(0.02)

(0.04)

Adjusted diluted EPS

$1.87 -

$1.91

1.75

$              

7% to 9%

* Excludes exit and integration costs

2009 Actual

Full Year

Altria’s Full-Year Earnings Per Share Forecast Excluding Special Items

2007

Reported diluted EPS from continuing

operations

1.54

$              

1.48

$              

1.48

$              

Asset Impairment, exit, integration and

implementation costs

0.19

0.15

0.15

Interest on tax reserve transfers to Kraft

Foods Inc. (Kraft)

-

-

0.02

Recoveries from airline industry exposure

-

-

(0.06)

Gain on sale of corporate headquarters

building

-

(0.12)

-

Loss on early extinguishment of debt

-

0.12

-

UST acquisition-related costs*

0.06

0.02

-

SABMiller special items

-

0.03

-

Tax items

(0.04)

(0.03)

(0.09)

Adjusted diluted EPS from continuing

operations

1.75

$              

1.65

$              

1.50

$              

% change in adjusted diluted EPS

from continuing operations versus

prior-year period

6.1%

10.0%

* Excludes exit and integration costs

Altria’s Adjusted Results Excluding Special Items

Full Year

2009

2008

2010 Estimated

94

Source: Reconciliation between GAAP and non-GAAP financial measures from UST financials

UST LLC Adjusted Operating Profits for Reporting

Segments Full-Year and First-Half Results

First-Half Results

Smokeless

Tobacco

2008

Smokeless Tobacco GAAP

Operating Profit

429.8

$                  

Antitrust litigation

1.5

Restructuring charges

1.3

Adjusted non-GAAP Operating

Profit

432.6

$                  

Smokeless Tobacco Net Sales

767.3

$                  

Operating Costs

¹

334.7

$                  

Domestic Smokeless Volume

²

331.9

Operating Costs per can

1.01

$                    

¹

Net Sales less Adjusted non-GAAP Operating Profit

²

Volume is millions of units

Source: UST Financials

UST LLC, Selected Financial Data by Reporting

Segment for Six Months ended June 30,

(dollars in millions)

Full-Year Results

Smokeless

Tobacco

2007

Smokeless Tobacco GAAP

Operating Profit

715.7

$                  

Antitrust litigation

137.1

Restructuring charges

8.2

Adjusted non-GAAP Operating

Profit

861.0

$                  

Smokeless Tobacco net sales

1,546.6

$              

Adjusted Operating Margins

55.7%

UST LLC, Selected Financial Data by Reporting

Segment for the Full-Year ended December 31,

(dollars in millions)

EX-99.3

Exhibit 99.3

ALTRIA PRESENTS AT THE BARCLAYS CAPITAL BACK-TO-SCHOOL

CONSUMER CONFERENCE

RICHMOND, Va. September 8, 2010 – Altria Group, Inc. (Altria) (NYSE: MO) is participating in the Barclays Capital Back-To-School Consumer Conference in Boston, Massachusetts today. The presentation is being webcast live at www.altria.com in a listen-only mode, beginning at approximately 9:00 a.m. Eastern Time.

During the presentation, David R. Beran, Altria’s Executive Vice President and Chief Financial Officer will discuss Altria’s plans to continue delivering superior returns to shareholders.

2010 Full-Year Guidance

Altria reaffirms that its 2010 full-year guidance for reported diluted earnings per share (EPS) is expected to be in the range of $1.81 to $1.85. This forecast includes estimated net charges of $0.06 per share related to asset impairment, exit, integration and implementation costs, UST acquisition-related costs, SABMiller plc (SABMiller) special items and tax items.

Altria reaffirms that its 2010 full-year guidance for adjusted diluted EPS is expected to be in the range of $1.87 to $1.91, representing a forecasted growth rate of 7% to 9% from an adjusted base of $1.75 per share in 2009.

The factors described in the Forward-Looking and Cautionary Statements section of this release represent continuing risks to this forecast. A reconciliation of Altria’s full-year forecasted reported and adjusted diluted EPS is detailed later in this press release.

Webcast Replay

A copy of Mr. Beran’s business presentation and prepared remarks, as well as a replay of the audio webcast of his remarks are available at www.altria.com until 5:00 p.m. Eastern Time on Thursday, October 7, 2010.

Financial Measures

Altria reports its consolidated financial results in accordance with U.S. generally accepted accounting principles (GAAP). This press release contains 2009 actual results and 2010 guidance for diluted EPS on both a reported basis and on an adjusted basis, which excludes items that affect the comparability of reported results. A reconciliation of non-GAAP financial data to the most directly comparable GAAP measure is detailed below.

6601 West Broad Street, Richmond, VA 23230

Altria’s Full-Year Earnings Per Share Forecast Excluding Special Items

	Full Year
	2010 Estimated			2009 Actual			Change
Reported diluted EPS	$	1.81 to $1.85		$	1.54		18% to 20	%
Asset impairment, exit, integration and implementation costs		0.04			0.19
UST acquisition-related costs*		0.01			0.06
SABMiller special items		0.03			—
Tax items		(0.02	)		(0.04	)
Adjusted diluted EPS	$	1.87 to $1.91		$	1.75		7% to 9	%

* Excludes exit and integration costs

Altria’s Profile

Altria directly or indirectly owns 100% of each of Philip Morris USA Inc. (PM USA), U.S. Smokeless Tobacco Company LLC (USSTC), John Middleton Co. (Middleton), Ste. Michelle Wine Estates Ltd. (Ste. Michelle), and Philip Morris Capital Corporation. Altria holds a continuing economic and voting interest in SABMiller.

The brand portfolios of Altria’s tobacco operating companies include such well-known names as Marlboro, Copenhagen, Skoal and Black & Mild. Ste. Michelle produces and markets premium wines sold under various labels, including Chateau Ste. Michelle and Columbia Crest, and it exclusively distributes and markets Antinori, Champagne Nicolas Feuillatte and Villa Maria Estate products in the United States. Trademarks and service marks related to Altria referenced in this release are the property of, or licensed by, Altria or its subsidiaries. More information about Altria is available at www.altria.com.

Forward-Looking and Cautionary Statements

This press release and today’s remarks contain projections of future results and other forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.

2

Important factors that may cause actual results and outcomes to differ materially from those contained in the projections and forward-looking statements included in this press release and today’s remarks are described in Altria’s publicly filed reports, including its Annual Report on Form 10-K for the year ended December 31, 2009, and its Quarterly Report on Form 10-Q for the period ended June 30, 2010.

These factors include the following: Altria’s tobacco businesses (PM USA, USSTC and Middleton) are subject to price competition; changes in adult consumer preferences and demand for their products; fluctuations in raw material availability, quality and cost; reliance on key facilities and suppliers; fluctuations in levels of customer inventories; the effects of global, national and local economic and market conditions; changes to income tax laws; legislation, including actual and potential federal and state excise tax increases; increasing marketing and regulatory restrictions; the effects of price increases related to excise tax increases and concluded tobacco litigation settlements on trade inventories, consumption rates and consumer preferences within price segments; health concerns relating to the use of tobacco products and exposure to environmental tobacco smoke; governmental regulation, including broad-based regulation by the U.S. Food and Drug Administration; privately imposed smoking restrictions; and, from time to time, governmental and grand jury investigations.

Furthermore, the results of Altria’s tobacco businesses are dependent upon their continued ability to promote brand equity successfully; to anticipate and respond to evolving adult consumer preferences; to develop new products and markets and to broaden brand portfolios in order to compete effectively; and to improve productivity.

Altria and its subsidiaries continue to be subject to litigation, including risks associated with adverse jury and judicial determinations, courts reaching conclusions at variance with the companies’ understanding of applicable law, bonding requirements in the limited number of jurisdictions that do not limit the dollar amount of appeal bonds and certain challenges to bond cap statutes.

Altria cautions that the foregoing list of important factors is not complete and does not undertake to update any forward-looking statements that it may make other than in the normal course of its public disclosure obligations. All subsequent written and oral forward-looking statements attributable to Altria or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements referenced above.

3

Source: Altria Group, Inc.

Contact:

Clifford B. Fleet

Vice President, Investor Relations

804-484-8222

Daniel R. Murphy

Director, Investor Relations

804-484-8222

4