Condensed Consolidating Financial Information

12 Months Ended

Dec. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Condensed Consolidating Financial Information

Condensed Consolidating Financial Information

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

The Guarantees provide that PM USA guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of the Obligations. The liability of PM USA 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, Altria Group, Inc. or PM USA.

The obligations of PM USA under the Guarantees are limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of PM USA 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, result in PM USA’s obligations under the Guarantees not constituting a fraudulent transfer or conveyance. For this

purpose, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.

PM USA will be unconditionally released and discharged from the Obligations upon the earliest to occur of:

▪the date, if any, on which PM USA consolidates with or merges into Altria Group, Inc. or any successor;

▪the date, if any, on which Altria Group, Inc. or any successor consolidates with or merges into PM USA;

▪the payment in full of the Obligations pertaining to such Guarantees; and

▪the rating of Altria Group, Inc.’s long-term senior unsecured debt by Standard & Poor’s of A or higher.

At December 31, 2013, the respective principal wholly-owned subsidiaries of Altria Group, Inc. and PM USA were not limited by long-term debt or other agreements in their ability to pay cash dividends or make other distributions with respect to their common stock.

The following sets forth the condensed consolidating balance sheets as of December 31, 2013 and 2012, condensed consolidating statements of earnings and comprehensive earnings for the years ended December 31, 2013, 2012 and 2011, and condensed consolidating statements of cash flows for the years ended December 31, 2013, 2012 and 2011 for Altria Group, Inc., PM USA and Altria Group, Inc.’s other subsidiaries that are not guarantors of Altria Group, Inc.’s debt instruments (the “Non-Guarantor Subsidiaries”). The financial information is based on Altria Group, Inc.’s understanding of the Securities and Exchange Commission (“SEC”) interpretation and application of Rule 3-10 of SEC Regulation S-X.

The financial information may not necessarily be indicative of results of operations or financial position had PM USA and the Non-Guarantor Subsidiaries operated as independent entities. Altria Group, Inc. and PM USA account for investments in their subsidiaries under the equity method of accounting.

Condensed Consolidating Balance Sheets

(in millions of dollars)

____________________________

at December 31, 2013	Altria Group, Inc.		PM USA		Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Assets
Cash and cash equivalents	$	3,114	$	1	$	60	$	—		$	3,175
Receivables	—		11		104		—			115
Inventories:
Leaf tobacco	—		564		369		—			933
Other raw materials	—		121		59		—			180
Work in process	—		3		391		—			394
Finished product	—		141		231		—			372
	—		829		1,050		—			1,879
Due from Altria Group, Inc. and subsidiaries	590		3,253		1,706		(5,549		)	—
Deferred income taxes	2		1,133		26		(61		)	1,100
Other current assets	109		125		105		(18		)	321
Total current assets	3,815		5,352		3,051		(5,628		)	6,590
Property, plant and equipment, at cost	2		3,269		1,546		—			4,817
Less accumulated depreciation	2		2,168		619		—			2,789
	—		1,101		927		—			2,028
Goodwill	—		—		5,174		—			5,174
Other intangible assets, net	—		2		12,056		—			12,058
Investment in SABMiller	6,455		—		—		—			6,455
Investment in consolidated subsidiaries	11,227		2,988		—		(14,215		)	—
Finance assets, net	—		—		1,997		—			1,997
Due from Altria Group, Inc. and subsidiaries	4,790		—		—		(4,790		)	—
Other assets	157		455		218		(273		)	557
Total Assets	$	26,444	$	9,898	$	23,423	$	(24,906	)	$	34,859

Condensed Consolidating Balance Sheets (Continued)

(in millions of dollars)

____________________________

at December 31, 2013	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Liabilities
Current portion of long-term debt	$	525		$	—		$	—		$	—		$	525
Accounts payable	26			106			277			—			409
Accrued liabilities:
Marketing	—			464			48			—			512
Employment costs	94			10			151			—			255
Settlement charges	—			3,386			5			—			3,391
Other	302			531			253			(79		)	1,007
Dividends payable	959			—			—			—			959
Due to Altria Group, Inc. and subsidiaries	4,487			473			589			(5,549		)	—
Total current liabilities	6,393			4,970			1,323			(5,628		)	7,058
Long-term debt	13,692			—			300			—			13,992
Deferred income taxes	1,867			—			5,260			(273		)	6,854
Accrued pension costs	197			—			15			—			212
Accrued postretirement health care costs	—			1,437			718			—			2,155
Due to Altria Group, Inc. and subsidiaries	—			—			4,790			(4,790		)	—
Other liabilities	176			130			129			—			435
Total Liabilities	22,325			6,537			12,535			(10,691		)	30,706
Contingencies
Redeemable noncontrolling interest	—			—			35			—			35
Stockholders’ Equity
Common stock	935			—			9			(9		)	935
Additional paid-in capital	5,714			3,310			10,328			(13,638		)	5,714
Earnings reinvested in the business	25,168			282			1,498			(1,780		)	25,168
Accumulated other comprehensive losses	(1,378		)	(231		)	(981		)	1,212			(1,378		)
Cost of repurchased stock	(26,320		)	—			—			—			(26,320		)
Total stockholders’ equity attributable to Altria Group, Inc.	4,119			3,361			10,854			(14,215		)	4,119
Noncontrolling interests	—			—			(1		)	—			(1		)
Total stockholders’ equity	4,119			3,361			10,853			(14,215		)	4,118
Total Liabilities and Stockholders’ Equity	$	26,444		$	9,898		$	23,423		$	(24,906	)	$	34,859

Condensed Consolidating Balance Sheets

(in millions of dollars)

____________________________

at December 31, 2012	Altria Group, Inc.		PM USA		Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Assets
Cash and cash equivalents	$	2,862	$	—	$	38	$	—		$	2,900
Receivables	101		7		85		—			193
Inventories:
Leaf tobacco	—		512		364		—			876
Other raw materials	—		127		46		—			173
Work in process	—		3		346		—			349
Finished product	—		117		231		—			348
	—		759		987		—			1,746
Due from Altria Group, Inc. and subsidiaries	834		3,424		1,171		(5,429		)	—
Deferred income taxes	—		1,246		16		(46		)	1,216
Other current assets	—		193		175		(108		)	260
Total current assets	3,797		5,629		2,472		(5,583		)	6,315
Property, plant and equipment, at cost	2		3,253		1,495		—			4,750
Less accumulated depreciation	2		2,073		573		—			2,648
	—		1,180		922		—			2,102
Goodwill	—		—		5,174		—			5,174
Other intangible assets, net	—		2		12,076		—			12,078
Investment in SABMiller	6,637		—		—		—			6,637
Investment in consolidated subsidiaries	9,521		3,018		—		(12,539		)	—
Finance assets, net	—		—		2,581		—			2,581
Due from Altria Group, Inc. and subsidiaries	4,500		—		—		(4,500		)	—
Other assets	136		530		141		(365		)	442
Total Assets	$	24,591	$	10,359	$	23,366	$	(22,987	)	$	35,329

Condensed Consolidating Balance Sheets (Continued)

(in millions of dollars)

____________________________

at December 31, 2012	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Liabilities
Current portion of long-term debt	$	1,459		$	—		$	—		$	—		$	1,459
Accounts payable	4			155			292			—			451
Accrued liabilities:
Marketing	—			526			42			—			568
Employment costs	27			10			147			—			184
Settlement charges	—			3,610			6			—			3,616
Other	469			506			272			(154		)	1,093
Dividends payable	888			—			—			—			888
Due to Altria Group, Inc. and subsidiaries	3,965			409			1,055			(5,429		)	—
Total current liabilities	6,812			5,216			1,814			(5,583		)	8,259
Long-term debt	12,120			—			299			—			12,419
Deferred income taxes	2,034			—			4,983			(365		)	6,652
Accrued pension costs	235			—			1,500			—			1,735
Accrued postretirement health care costs	—			1,759			745			—			2,504
Due to Altria Group, Inc. and subsidiaries	—			—			4,500			(4,500		)	—
Other liabilities	222			178			156			—			556
Total Liabilities	21,423			7,153			13,997			(10,448		)	32,125
Contingencies
Redeemable noncontrolling interest	—			—			34			—			34
Stockholders’ Equity
Common stock	935			—			9			(9		)	935
Additional paid-in capital	5,688			3,321			10,272			(13,593		)	5,688
Earnings reinvested in the business	24,316			314			943			(1,257		)	24,316
Accumulated other comprehensive losses	(2,040		)	(429		)	(1,891		)	2,320			(2,040		)
Cost of repurchased stock	(25,731		)	—			—			—			(25,731		)
Total stockholders’ equity attributable to Altria Group, Inc.	3,168			3,206			9,333			(12,539		)	3,168
Noncontrolling interests	—			—			2			—			2
Total stockholders’ equity	3,168			3,206			9,335			(12,539		)	3,170
Total Liabilities and Stockholders’ Equity	$	24,591		$	10,359		$	23,366		$	(22,987	)	$	35,329

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

(in millions of dollars)

_____________________________

for the year ended December 31, 2013	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	21,231		$	3,269	$	(34	)	$	24,466
Cost of sales	—			6,281			959		(34		)	7,206
Excise taxes on products	—			6,553			250		—			6,803
Gross profit	—			8,397			2,060		—			10,457
Marketing, administration and research costs	223			1,837			260		—			2,320
Changes to Mondelēz & PMI tax-related receivables/payables	25			(3		)	—		—			22
Asset impairment and exit costs	—			3			8		—			11
Amortization of intangibles	—			—			20		—			20
Operating (expense) income	(248		)	6,560			1,772		—			8,084
Interest and other debt expense, net	643			2			404		—			1,049
Loss on early extinguishment of debt	1,084			—			—		—			1,084
Earnings from equity investment in SABMiller	(991		)	—			—		—			(991		)
(Loss) earnings before income taxes and equity earnings of subsidiaries	(984		)	6,558			1,368		—			6,942
(Benefit) provision for income taxes	(488		)	2,406			489		—			2,407
Equity earnings of subsidiaries	5,031			216			—		(5,247		)	—
Net earnings	4,535			4,368			879		(5,247		)	4,535
Net earnings attributable to noncontrolling interests	—			—			—		—			—
Net earnings attributable to Altria Group, Inc.	$	4,535		$	4,368		$	879	$	(5,247	)	$	4,535
Net earnings	$	4,535		$	4,368		$	879	$	(5,247	)	$	4,535
Other comprehensive earnings, net of deferred income taxes	662			198			910		(1,108		)	662
Comprehensive earnings	5,197			4,566			1,789		(6,355		)	5,197
Comprehensive earnings attributable to noncontrolling interests	—			—			—		—			—
Comprehensive earnings attributable to Altria Group, Inc.	$	5,197		$	4,566		$	1,789	$	(6,355	)	$	5,197

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

(in millions of dollars)

_____________________________

for the year ended December 31, 2012	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	21,531		$	3,110		$	(23	)	$	24,618
Cost of sales	—			7,067			893			(23		)	7,937
Excise taxes on products	—			6,831			287			—			7,118
Gross profit	—			7,633			1,930			—			9,563
Marketing, administration and research costs	210			1,867			204			—			2,281
Changes to Mondelēz and PMI tax-related receivables/payables	(52		)	—			—			—			(52		)
Asset impairment and exit costs	1			59			1			—			61
Amortization of intangibles	—			—			20			—			20
Operating (expense) income	(159		)	5,707			1,705			—			7,253
Interest and other debt expense (income), net	705			(3		)	424			—			1,126
Loss on early extinguishment of debt	874			—			—			—			874
Earnings from equity investment in SABMiller	(1,224		)	—			—			—			(1,224		)
(Loss) earnings before income taxes and equity earnings of subsidiaries	(514		)	5,710			1,281			—			6,477
(Benefit) provision for income taxes	(196		)	2,100			390			—			2,294
Equity earnings of subsidiaries	4,498			218			—			(4,716		)	—
Net earnings	4,180			3,828			891			(4,716		)	4,183
Net earnings attributable to noncontrolling interests	—			—			(3		)	—			(3		)
Net earnings attributable to Altria Group, Inc.	$	4,180		$	3,828		$	888		$	(4,716	)	$	4,180
Net earnings	$	4,180		$	3,828		$	891		$	(4,716	)	$	4,183
Other comprehensive losses, net of deferred income taxes	(153		)	(117		)	(242		)	359			(153		)
Comprehensive earnings	4,027			3,711			649			(4,357		)	4,030
Comprehensive earnings attributable to noncontrolling interests	—			—			(3		)	—			(3		)
Comprehensive earnings attributable to Altria Group, Inc.	$	4,027		$	3,711		$	646		$	(4,357	)	$	4,027

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

(in millions of dollars)

_____________________________

for the year ended December 31, 2011	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	21,330		$	2,496		$	(26	)	$	23,800
Cost of sales	—			6,883			823			(26		)	7,680
Excise taxes on products	—			6,846			335			—			7,181
Gross profit	—			7,601			1,338			—			8,939
Marketing, administration and research costs	186			2,164			293			—			2,643
Changes to Mondelēz and PMI tax-related receivables/payables	(14		)	—			—			—			(14		)
Asset impairment and exit costs	8			200			14			—			222
Amortization of intangibles	—			—			20			—			20
Operating (expense) income	(180		)	5,237			1,011			—			6,068
Interest and other debt expense, net	698			61			457			—			1,216
Earnings from equity investment in SABMiller	(730		)	—			—			—			(730		)
(Loss) earnings before income taxes and equity earnings of subsidiaries	(148		)	5,176			554			—			5,582
(Benefit) provision for income taxes	(199		)	1,930			458			—			2,189
Equity earnings of subsidiaries	3,339			153			—			(3,492		)	—
Net earnings	3,390			3,399			96			(3,492		)	3,393
Net earnings attributable to noncontrolling interests	—			—			(3		)	—			(3		)
Net earnings attributable to Altria Group, Inc.	$	3,390		$	3,399		$	93		$	(3,492	)	$	3,390
Net earnings	$	3,390		$	3,399		$	96		$	(3,492	)	$	3,393
Other comprehensive losses, net of deferred income taxes	(403		)	(36		)	(209		)	245			(403		)
Comprehensive earnings (losses)	2,987			3,363			(113		)	(3,247		)	2,990
Comprehensive earnings attributable to noncontrolling interests	—			—			(3		)	—			(3		)
Comprehensive earnings attributable to Altria Group, Inc.	$	2,987		$	3,363		$	(116	)	$	(3,247	)	$	2,987

Condensed Consolidating Statements of Cash Flows

(in millions of dollars)

_____________________________

for the year ended December 31, 2013	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Cash Provided by Operating Activities
Net cash provided by operating activities	$	4,520		$	4,192		$	387		$	(4,724	)	$	4,375
Cash Provided by (Used in) Investing Activities
Capital expenditures	—			(31		)	(100		)	—			(131		)
Proceeds from finance assets	—			—			716			—			716
Other	—			—			17			—			17
Net cash (used in) provided by investing activities	—			(31		)	633			—			602
Cash Provided by (Used in) Financing Activities
Long-term debt issued	4,179			—			—			—			4,179
Long-term debt repaid	(3,559		)	—			—			—			(3,559		)
Repurchases of common stock	(634		)	—			—			—			(634		)
Dividends paid on common stock	(3,612		)	—			—			—			(3,612		)
Changes in amounts due to/from Altria Group, Inc. and subsidiaries	432			240			(672		)	—			—
Financing fees and debt issuance costs	(39		)	—			—			—			(39		)
Tender premiums and fees related to early extinguishment of debt	(1,054		)	—			—			—			(1,054		)
Cash dividends paid to parent	—			(4,400		)	(324		)	4,724			—
Other	19			—			(2		)	—			17
Net cash used in financing activities	(4,268		)	(4,160		)	(998		)	4,724			(4,702		)
Cash and cash equivalents:
Increase	252			1			22			—			275
Balance at beginning of year	2,862			—			38			—			2,900
Balance at end of year	$	3,114		$	1		$	60		$	—		$	3,175

Condensed Consolidating Statements of Cash Flows

(in millions of dollars)

_____________________________

for the year ended December 31, 2012	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Cash Provided by Operating Activities
Net cash provided by operating activities	$	3,063		$	4,200		$	549		$	(3,927	)	$	3,885
Cash Provided by (Used in) Investing Activities
Capital expenditures	—			(35		)	(89		)	—			(124		)
Proceeds from finance assets	—			—			1,049			—			1,049
Other	—			—			(5		)	—			(5		)
Net cash (used in) provided by investing activities	—			(35		)	955			—			920
Cash Provided by (Used in) Financing Activities
Long-term debt issued	2,787			—			—			—			2,787
Long-term debt repaid	(2,000		)	—			(600		)	—			(2,600		)
Repurchases of common stock	(1,082		)	—			—			—			(1,082		)
Dividends paid on common stock	(3,400		)	—			—			—			(3,400		)
Changes in amounts due to/from Altria Group, Inc. and subsidiaries	1,128			(475		)	(653		)	—			—
Financing fees and debt issuance costs	(22		)	—			—			—			(22		)
Tender premiums and fees related to early extinguishment  of debt	(864		)	—			—			—			(864		)
Cash dividends paid to parent	—			(3,690		)	(237		)	3,927			—
Other	7			—			(1		)	—			6
Net cash used in financing activities	(3,446		)	(4,165		)	(1,491		)	3,927			(5,175		)
Cash and cash equivalents:
(Decrease) increase	(383		)	—			13			—			(370		)
Balance at beginning of year	3,245			—			25			—			3,270
Balance at end of year	$	2,862		$	—		$	38		$	—		$	2,900

Condensed Consolidating Statements of Cash Flows

(in millions of dollars)

_____________________________

for the year ended December 31, 2011	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Cash Provided by Operating Activities
Net cash provided by operating activities	$	3,515		$	3,719		$	226		$	(3,879	)	$	3,581
Cash Provided by (Used in) Investing Activities
Capital expenditures	—			(26		)	(79		)	—			(105		)
Proceeds from finance assets	—			—			490			—			490
Other	—			1			1			—			2
Net cash (used in) provided by investing activities	—			(25		)	412			—			387
Cash Provided by (Used in) Financing Activities
Long-term debt issued	1,494			—			—			—			1,494
Repurchases of common stock	(1,327		)	—			—			—			(1,327		)
Dividends paid on common stock	(3,222		)	—			—			—			(3,222		)
Issuances of common stock	29			—			—			—			29
Changes in amounts due to/from Altria Group, Inc. and subsidiaries	441			(28		)	(413		)	—			—
Financing fees and debt issuance costs	(24		)	—			—			—			(24		)
Cash dividends paid to parent	—			(3,666		)	(213		)	3,879			—
Other	41			—			(3		)	—			38
Net cash used in financing activities	(2,568		)	(3,694		)	(629		)	3,879			(3,012		)
Cash and cash equivalents:
Increase	947			—			9			—			956
Balance at beginning of year	2,298			—			16			—			2,314
Balance at end of year	$	3,245		$	—		$	25		$	—		$	3,270