Condensed Consolidating Financial Information

6 Months Ended

Jun. 30, 2014

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 the 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 June 30, 2014, 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 June 30, 2014 and December 31, 2013, condensed consolidating statements of earnings and comprehensive earnings for the six and three months ended June 30, 2014 and 2013, and condensed consolidating statements of cash flows for the six months ended June 30, 2014 and 2013 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

June 30, 2014

(in millions of dollars)

	Altria Group, Inc.		PM USA		Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Assets
Cash and cash equivalents	$	1,146	$	—	$	47	$	—		$	1,193
Receivables	—		6		99		—			105
Inventories:
Leaf tobacco	—		491		351		—			842
Other raw materials	—		124		63		—			187
Work in process	—		3		332		—			335
Finished product	—		191		295		—			486
	—		809		1,041		—			1,850
Due from Altria Group, Inc. and subsidiaries	686		2,227		1,833		(4,746		)	—
Deferred income taxes	2		1,134		26		(61		)	1,101
Other current assets	141		56		69		(40		)	226
Total current assets	1,975		4,232		3,115		(4,847		)	4,475
Property, plant and equipment, at cost	2		3,227		1,587		—			4,816
Less accumulated depreciation	2		2,163		654		—			2,819
	—		1,064		933		—			1,997
Goodwill	—		—		5,285		—			5,285
Other intangible assets, net	—		2		12,057		—			12,059
Investment in SABMiller	7,033		—		—		—			7,033
Investment in consolidated subsidiaries	11,546		3,001		—		(14,547		)	—
Finance assets, net	—		—		1,783		—			1,783
Due from Altria Group, Inc. and subsidiaries	4,790		—		—		(4,790		)	—
Other assets	150		474		276		(250		)	650
Total Assets	$	25,494	$	8,773	$	23,449	$	(24,434	)	$	33,282

Condensed Consolidating Balance Sheets (Continued)

June 30, 2014

(in millions of dollars)

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Liabilities
Accounts payable	$	25		$	103		$	183		$	—		$	311
Accrued liabilities:
Marketing	—			488			33			—			521
Employment costs	13			7			81			—			101
Settlement charges	—			2,037			7			—			2,044
Other	363			580			273			(101		)	1,115
Dividends payable	954			—			—			—			954
Due to Altria Group, Inc. and subsidiaries	3,574			490			682			(4,746		)	—
Total current liabilities	4,929			3,705			1,259			(4,847		)	5,046
Long-term debt	13,693			—			300			—			13,993
Deferred income taxes	2,106			—			5,114			(250		)	6,970
Accrued pension costs	196			—			17			—			213
Accrued postretirement health care costs	—			1,414			738			—			2,152
Due to Altria Group, Inc. and subsidiaries	—			—			4,790			(4,790		)	—
Other liabilities	175			150			156			—			481
Total liabilities	21,099			5,269			12,374			(9,887		)	28,855
Contingencies
Redeemable noncontrolling interest	—			—			34			—			34
Stockholders’ Equity
Common stock	935			—			9			(9		)	935
Additional paid-in capital	5,692			3,310			10,568			(13,878		)	5,692
Earnings reinvested in the business	25,698			420			1,405			(1,825		)	25,698
Accumulated other comprehensive losses	(1,229		)	(226		)	(939		)	1,165			(1,229		)
Cost of repurchased stock	(26,701		)	—			—			—			(26,701		)
Total stockholders’ equity attributable to Altria Group, Inc.	4,395			3,504			11,043			(14,547		)	4,395
Noncontrolling interests	—			—			(2		)	—			(2		)
Total stockholders’ equity	4,395			3,504			11,041			(14,547		)	4,393
Total Liabilities and Stockholders’ Equity	$	25,494		$	8,773		$	23,449		$	(24,434	)	$	33,282

Condensed Consolidating Balance Sheets

December 31, 2013

(in millions of dollars)

	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)

December 31, 2013

(in millions of dollars)

	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 Statements of Earnings and Comprehensive Earnings

For the Six Months Ended June 30, 2014

(in millions of dollars)

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	10,261		$	1,534	$	(22	)	$	11,773
Cost of sales	—			3,247			495		(22		)	3,720
Excise taxes on products	—			3,089			105		—			3,194
Gross profit	—			3,925			934		—			4,859
Marketing, administration and research costs	104			867			187		—			1,158
Asset impairment and exit costs	—			(8		)	—		—			(8		)
Operating (expense) income	(104		)	3,066			747		—			3,709
Interest and other debt expense (income), net	308			(47		)	122		—			383
Earnings from equity investment in SABMiller	(425		)	—			—		—			(425		)
Earnings before income taxes and equity earnings of subsidiaries	13			3,113			625		—			3,751
(Benefit) provision for income taxes	(65		)	1,154			225		—			1,314
Equity earnings of subsidiaries	2,359			117			—		(2,476		)	—
Net earnings	2,437			2,076			400		(2,476		)	2,437
Net earnings attributable to noncontrolling interests	—			—			—		—			—
Net earnings attributable to Altria Group, Inc.	$	2,437		$	2,076		$	400	$	(2,476	)	$	2,437
Net earnings	$	2,437		$	2,076		$	400	$	(2,476	)	$	2,437
Other comprehensive earnings, net of deferred income taxes	149			5			42		(47		)	149
Comprehensive earnings	2,586			2,081			442		(2,523		)	2,586
Comprehensive earnings attributable to noncontrolling interests	—			—			—		—			—
Comprehensive earnings attributable to Altria Group, Inc.	$	2,586		$	2,081		$	442	$	(2,523	)	$	2,586

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

For the Six Months Ended June 30, 2013

(in millions of dollars)

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	10,340		$	1,504	$	(11	)	$	11,833
Cost of sales	—			2,852			430		(11		)	3,271
Excise taxes on products	—			3,208			126		—			3,334
Gross profit	—			4,280			948		—			5,228
Marketing, administration and research costs	95			867			112		—			1,074
Asset impairment and exit costs	—			1			—		—			1
Operating (expense) income	(95		)	3,412			836		—			4,153
Interest and other debt expense (income), net	324			(1		)	202		—			525
Earnings from equity investment in SABMiller	(483		)	—			—		—			(483		)
Earnings before income taxes and equity earnings of subsidiaries	64			3,413			634		—			4,111
(Benefit) provision for income taxes	(26		)	1,262			224		—			1,460
Equity earnings of subsidiaries	2,561			102			—		(2,663		)	—
Net earnings	2,651			2,253			410		(2,663		)	2,651
Net earnings attributable to noncontrolling interests	—			—			—		—			—
Net earnings attributable to Altria Group, Inc.	$	2,651		$	2,253		$	410	$	(2,663	)	$	2,651
Net earnings	$	2,651		$	2,253		$	410	$	(2,663	)	$	2,651
Other comprehensive (losses) earnings, net of deferred income taxes	(290		)	12			98		(110		)	(290		)
Comprehensive earnings	2,361			2,265			508		(2,773		)	2,361
Comprehensive earnings attributable to noncontrolling interests	—			—			—		—			—
Comprehensive earnings attributable to Altria Group, Inc.	$	2,361		$	2,265		$	508	$	(2,773	)	$	2,361

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

For the Three Months Ended June 30, 2014

(in millions of dollars)

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	5,443		$	831	$	(18	)	$	6,256
Cost of sales	—			1,706			280		(18		)	1,968
Excise taxes on products	—			1,629			56		—			1,685
Gross profit	—			2,108			495		—			2,603
Marketing, administration and research costs	65			465			108		—			638
Asset impairment and exit costs	—			(10		)	—		—			(10		)
Operating (expense) income	(65		)	1,653			387		—			1,975
Interest and other debt expense, net	152			17			61		—			230
Earnings from equity investment in SABMiller	(200		)	—			—		—			(200		)
(Loss) earnings before income taxes and equity earnings of subsidiaries	(17		)	1,636			326		—			1,945
(Benefit) provision for income taxes	(42		)	607			118		—			683
Equity earnings of subsidiaries	1,237			64			—		(1,301		)	—
Net earnings	1,262			1,093			208		(1,301		)	1,262
Net earnings attributable to noncontrolling interests	—			—			—		—			—
Net earnings attributable to Altria Group, Inc.	$	1,262		$	1,093		$	208	$	(1,301	)	$	1,262
Net earnings	$	1,262		$	1,093		$	208	$	(1,301	)	$	1,262
Other comprehensive earnings, net of deferred income taxes	89			3			20		(23		)	89
Comprehensive earnings	1,351			1,096			228		(1,324		)	1,351
Comprehensive earnings attributable to noncontrolling interests	—			—			—		—			—
Comprehensive earnings attributable to Altria Group, Inc.	$	1,351		$	1,096		$	228	$	(1,324	)	$	1,351

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

For the Three Months Ended June 30, 2013

(in millions of dollars)

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	5,518		$	793	$	(6	)	$	6,305
Cost of sales	—			1,753			225		(6		)	1,972
Excise taxes on products	—			1,713			66		—			1,779
Gross profit	—			2,052			502		—			2,554
Marketing, administration and research costs	49			448			55		—			552
Asset impairment and exit costs	—			1			—		—			1
Operating (expense) income	(49		)	1,603			447		—			2,001
Interest and other debt expense (income), net	163			(1		)	102		—			264
Earnings from equity investment in SABMiller	(227		)	—			—		—			(227		)
Earnings before income taxes and equity earnings of subsidiaries	15			1,604			345		—			1,964
(Benefit) provision for income taxes	(17		)	595			120		—			698
Equity earnings of subsidiaries	1,234			58			—		(1,292		)	—
Net earnings	1,266			1,067			225		(1,292		)	1,266
Net earnings attributable to noncontrolling interests	—			—			—		—			—
Net earnings attributable to Altria Group, Inc.	$	1,266		$	1,067		$	225	$	(1,292	)	$	1,266
Net earnings	$	1,266		$	1,067		$	225	$	(1,292	)	$	1,266
Other comprehensive (losses) earnings, net of deferred income taxes	(262		)	4			39		(43		)	(262		)
Comprehensive earnings	1,004			1,071			264		(1,335		)	1,004
Comprehensive earnings attributable to noncontrolling interests	—			—			—		—			—
Comprehensive earnings attributable to Altria Group, Inc.	$	1,004		$	1,071		$	264	$	(1,335	)	$	1,004

Condensed Consolidating Statements of Cash Flows

For the Six Months Ended June 30, 2014

(in millions of dollars)

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Cash Provided by Operating Activities
Net cash provided by operating activities	$	2,121		$	846		$	223		$	(2,431	)	$	759
Cash Provided by (Used in) Investing Activities
Capital expenditures	—			(21		)	(39		)	—			(60		)
Acquisition of Green Smoke, net of acquired cash	—			—			(93		)	—			(93		)
Proceeds from finance assets	—			—			189			—			189
Other	—			70			(4		)	—			66
Net cash provided by investing activities	—			49			53			—			102
Cash Provided by (Used in) Financing Activities
Long-term debt repaid	(525		)	—			—			—			(525		)
Repurchases of common stock	(404		)	—			—			—			(404		)
Dividends paid on common stock	(1,912		)	—			—			—			(1,912		)
Changes in amounts due to/from Altria Group, Inc. and subsidiaries	(1,248		)	1,042			206			—			—
Cash dividends paid to parent	—			(1,938		)	(493		)	2,431			—
Other	—			—			(2		)	—			(2		)
Net cash used in financing activities	(4,089		)	(896		)	(289		)	2,431			(2,843		)
Cash and cash equivalents:
(Decrease)	(1,968		)	(1		)	(13		)	—			(1,982		)
Balance at beginning of period	3,114			1			60			—			3,175
Balance at end of period	$	1,146		$	—		$	47		$	—		$	1,193

Condensed Consolidating Statements of Cash Flows

For the Six Months Ended June 30, 2013

(in millions of dollars)

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Cash Provided by (Used in) Operating Activities
Net cash provided by (used in) operating activities	$	2,144		$	1,053		$	(80	)	$	(2,676	)	$	441
Cash Provided by (Used in) Investing Activities
Capital expenditures	—			(9		)	(32		)	—			(41		)
Proceeds from finance assets	—			—			274			—			274
Other	—			—			6			—			6
Net cash (used in) provided by investing activities	—			(9		)	248			—			239
Cash Provided by (Used in) Financing Activities
Long-term debt issued	996			—			—			—			996
Repurchases of common stock	(226		)	—			—			—			(226		)
Dividends paid on common stock	(1,769		)	—			—			—			(1,769		)
Changes in amounts due to/from Altria Group, Inc. and subsidiaries	(1,463		)	1,443			20			—			—
Financing fees and debt issuance costs	(8		)	—			—			—			(8		)
Cash dividends paid to parent	—			(2,486		)	(190		)	2,676			—
Other	—			—			(2		)	—			(2		)
Net cash used in financing activities	(2,470		)	(1,043		)	(172		)	2,676			(1,009		)
Cash and cash equivalents:
(Decrease) increase	(326		)	1			(4		)	—			(329		)
Balance at beginning of period	2,862			—			38			—			2,900
Balance at end of period	$	2,536		$	1		$	34		$	—		$	2,571