Condensed Consolidating Financial Information

9 Months Ended

Sep. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Condensed Consolidating Financial Information

Condensed Consolidating Financial Information:

PM USA, which is a 100% 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 not result in PM USA’s obligations under the Guarantees constituting a fraudulent transfer or conveyance, after giving effect to such maximum amount and all other contingent and fixed liabilities of 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. 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 Ratings Services of A or higher.

At September 30, 2017, the respective principal 100% 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 equity interests.

The following sets forth the condensed consolidating balance sheets as of September 30, 2017 and December 31, 2016, condensed consolidating statements of earnings and comprehensive earnings for the nine and three months ended September 30, 2017 and 2016, and condensed consolidating statements of cash flows for the nine months ended September 30, 2017 and 2016 for Altria Group, Inc., PM USA and, collectively, 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

September 30, 2017

(in millions of dollars)

	Altria Group, Inc.		PM USA		Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Assets
Cash and cash equivalents	$	2,538	$	—	$	44	$	—		$	2,582
Receivables	1		4		143		—			148
Inventories:
Leaf tobacco	—		468		316		—			784
Other raw materials	—		115		65		—			180
Work in process	—		6		426		—			432
Finished product	—		140		451		—			591
	—		729		1,258		—			1,987
Due from Altria Group, Inc. and subsidiaries	—		3,724		1,152		(4,876		)	—
Other current assets	93		344		61		(59		)	439
Total current assets	2,632		4,801		2,658		(4,935		)	5,156
Property, plant and equipment, at cost	—		2,925		1,921		—			4,846
Less accumulated depreciation	—		2,072		867		—			2,939
	—		853		1,054		—			1,907
Goodwill	—		—		5,307		—			5,307
Other intangible assets, net	—		2		12,194		—			12,196
Investment in AB InBev	18,213		—		—		—			18,213
Investment in consolidated subsidiaries	12,050		2,653		—		(14,703		)	—
Finance assets, net	—		—		901		—			901
Due from Altria Group, Inc. and subsidiaries	4,790		—		—		(4,790		)	—
Other assets	12		1,641		138		(1,311		)	480
Total Assets	$	37,697	$	9,950	$	22,252	$	(25,739	)	$	44,160

Condensed Consolidating Balance Sheets (Continued)

September 30, 2017

(in millions of dollars)

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Liabilities
Accounts payable	$	5		$	89		$	176		$	—		$	270
Accrued liabilities:
Marketing	—			680			79			—			759
Employment costs	19			9			124			—			152
Settlement charges	—			3,376			7			—			3,383
Other	212			333			348			(59		)	834
Dividends payable	1,264			—			—			—			1,264
Due to Altria Group, Inc. and subsidiaries	4,489			346			41			(4,876		)	—
Total current liabilities	5,989			4,833			775			(4,935		)	6,662
Long-term debt	13,890			—			—			—			13,890
Deferred income taxes	5,277			—			4,268			(1,311		)	8,234
Accrued pension costs	200			—			411			—			611
Accrued postretirement health care costs	—			1,419			766			—			2,185
Due to Altria Group, Inc. and subsidiaries	—			—			4,790			(4,790		)	—
Other liabilities	175			56			141			—			372
Total liabilities	25,531			6,308			11,151			(11,036		)	31,954
Contingencies
Redeemable noncontrolling interest	—			—			37			—			37
Stockholders’ Equity
Common stock	935			—			9			(9		)	935
Additional paid-in capital	5,940			3,310			11,856			(15,166		)	5,940
Earnings reinvested in the business	38,542			593			833			(1,426		)	38,542
Accumulated other comprehensive losses	(1,946		)	(261		)	(1,637		)	1,898			(1,946		)
Cost of repurchased stock	(31,305		)	—			—			—			(31,305		)
Total stockholders’ equity attributable to Altria Group, Inc.	12,166			3,642			11,061			(14,703		)	12,166
Noncontrolling interests	—			—			3			—			3
Total stockholders’ equity	12,166			3,642			11,064			(14,703		)	12,169
Total Liabilities and Stockholders’ Equity	$	37,697		$	9,950		$	22,252		$	(25,739	)	$	44,160

Condensed Consolidating Balance Sheets

December 31, 2016

(in millions of dollars)

	Altria Group, Inc.		PM USA		Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Assets
Cash and cash equivalents	$	4,521	$	1	$	47	$	—		$	4,569
Receivables	—		8		143		—			151
Inventories:
Leaf tobacco	—		541		351		—			892
Other raw materials	—		111		53		—			164
Work in process	—		3		509		—			512
Finished product	—		112		371		—			483
	—		767		1,284		—			2,051
Due from Altria Group, Inc. and subsidiaries	—		3,797		1,511		(5,308		)	—
Other current assets	170		118		201		—			489
Total current assets	4,691		4,691		3,186		(5,308		)	7,260
Property, plant and equipment, at cost	—		2,971		1,864		—			4,835
Less accumulated depreciation	—		2,073		804		—			2,877
	—		898		1,060		—			1,958
Goodwill	—		—		5,285		—			5,285
Other intangible assets, net	—		2		12,034		—			12,036
Investment in AB InBev	17,852		—		—		—			17,852
Investment in consolidated subsidiaries	11,636		2,632		—		(14,268		)	—
Finance assets, net	—		—		1,028		—			1,028
Due from Altria Group, Inc. and subsidiaries	4,790		—		—		(4,790		)	—
Other assets	18		1,748		131		(1,384		)	513
Total Assets	$	38,987	$	9,971	$	22,724	$	(25,750	)	$	45,932

Condensed Consolidating Balance Sheets (Continued)

December 31, 2016

(in millions of dollars)

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Liabilities
Accounts payable	$	1		$	92		$	332		$	—		$	425
Accrued liabilities:
Marketing	—			619			128			—			747
Employment costs	104			14			171			—			289
Settlement charges	—			3,696			5			—			3,701
Other	261			438			326			—			1,025
Dividends payable	1,188			—			—			—			1,188
Due to Altria Group, Inc. and subsidiaries	5,030			237			41			(5,308		)	—
Total current liabilities	6,584			5,096			1,003			(5,308		)	7,375
Long-term debt	13,881			—			—			—			13,881
Deferred income taxes	5,424			—			4,376			(1,384		)	8,416
Accrued pension costs	207			—			598			—			805
Accrued postretirement health care costs	—			1,453			764			—			2,217
Due to Altria Group, Inc. and subsidiaries	—			—			4,790			(4,790		)	—
Other liabilities	121			146			160			—			427
Total liabilities	26,217			6,695			11,691			(11,482		)	33,121
Contingencies
Redeemable noncontrolling interest	—			—			38			—			38
Stockholders’ Equity
Common stock	935			—			9			(9		)	935
Additional paid-in capital	5,893			3,310			11,585			(14,895		)	5,893
Earnings reinvested in the business	36,906			237			1,118			(1,355		)	36,906
Accumulated other comprehensive losses	(2,052		)	(271		)	(1,720		)	1,991			(2,052		)
Cost of repurchased stock	(28,912		)	—			—			—			(28,912		)
Total stockholders’ equity attributable to Altria Group, Inc.	12,770			3,276			10,992			(14,268		)	12,770
Noncontrolling interests	—			—			3			—			3
Total stockholders’ equity	12,770			3,276			10,995			(14,268		)	12,773
Total Liabilities and Stockholders’ Equity	$	38,987		$	9,971		$	22,724		$	(25,750	)	$	45,932

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

For the Nine Months Ended September 30, 2017

(in millions of dollars)

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	16,748		$	2,754		$	(27	)	$	19,475
Cost of sales	—			4,875			851			(27		)	5,699
Excise taxes on products	—			4,533			162			—			4,695
Gross profit	—			7,340			1,741			—			9,081
Marketing, administration and research costs	126			1,208			330			—			1,664
Asset impairment and exit costs	—			—			24			—			24
Operating (expense) income	(126		)	6,132			1,387			—			7,393
Interest and other debt expense (income), net	375			(12		)	162			—			525
Earnings from equity investment in AB InBev	(332		)	—			—			—			(332		)
Gain on AB InBev/SABMiller business combination	(445		)	—			—			—			(445		)
Earnings before income taxes and equity earnings of subsidiaries	276			6,144			1,225			—			7,645
(Benefit) provision for income taxes	(207		)	2,173			420			—			2,386
Equity earnings of subsidiaries	4,773			234			—			(5,007		)	—
Net earnings	5,256			4,205			805			(5,007		)	5,259
Net earnings attributable to noncontrolling interests	—			—			(3		)	—			(3		)
Net earnings attributable to Altria Group, Inc.	$	5,256		$	4,205		$	802		$	(5,007	)	$	5,256
Net earnings	$	5,256		$	4,205		$	805		$	(5,007	)	$	5,259
Other comprehensive earnings, net of deferred income taxes	106			10			83			(93		)	106
Comprehensive earnings	5,362			4,215			888			(5,100		)	5,365
Comprehensive earnings attributable to noncontrolling interests	—			—			(3		)	—			(3		)
Comprehensive earnings attributable to Altria Group, Inc.	$	5,362		$	4,215		$	885		$	(5,100	)	$	5,362

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

For the Nine Months Ended September 30, 2016

(in millions of dollars)

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	16,874		$	2,646		$	(28	)	$	19,492
Cost of sales	—			5,084			785			(28		)	5,841
Excise taxes on products	—			4,723			165			—			4,888
Gross profit	—			7,067			1,696			—			8,763
Marketing, administration and research costs	113			1,435			323			—			1,871
Asset impairment and exit costs	5			96			22			—			123
Operating (expense) income	(118		)	5,536			1,351			—			6,769
Interest and other debt expense, net	393			13			165			—			571
Loss on early extinguishment of debt	823			—			—			—			823
Earnings from equity investment in SABMiller	(564		)	—			—			—			(564		)
Gain on AB InBev/SABMiller business combination	(205		)	—			—			—			(205		)
(Loss) earnings before income taxes and equity earnings of subsidiaries	(565		)	5,523			1,186			—			6,144
(Benefit) provision for income taxes	(269		)	2,023			424			—			2,178
Equity earnings of subsidiaries	4,259			217			—			(4,476		)	—
Net earnings	3,963			3,717			762			(4,476		)	3,966
Net earnings attributable to noncontrolling interests	—			—			(3		)	—			(3		)
Net earnings attributable to Altria Group, Inc.	$	3,963		$	3,717		$	759		$	(4,476	)	$	3,963
Net earnings	$	3,963		$	3,717		$	762		$	(4,476	)	$	3,966
Other comprehensive earnings (losses), net of deferred income taxes	2			(11		)	(107		)	118			2
Comprehensive earnings	3,965			3,706			655			(4,358		)	3,968
Comprehensive earnings attributable to noncontrolling interests	—			—			(3		)	—			(3		)
Comprehensive earnings attributable to Altria Group, Inc.	$	3,965		$	3,706		$	652		$	(4,358	)	$	3,965

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

For the Three Months Ended September 30, 2017

(in millions of dollars)

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	5,764		$	974		$	(9	)	$	6,729
Cost of sales	—			1,659			290			(9		)	1,940
Excise taxes on products	—			1,551			55			—			1,606
Gross profit	—			2,554			629			—			3,183
Marketing, administration and research costs	46			417			105			—			568
Asset impairment and exit costs	—			—			8			—			8
Operating (expense) income	(46		)	2,137			516			—			2,607
Interest and other debt expense (income), net	122			(6		)	53			—			169
Earnings from equity investment in AB InBev	(169		)	—			—			—			(169		)
Gain on AB InBev/SABMiller business combination	(37		)	—			—			—			(37		)
Earnings before income taxes and equity earnings of subsidiaries	38			2,143			463			—			2,644
(Benefit) provision for income taxes	(167		)	776			168			—			777
Equity earnings of subsidiaries	1,661			82			—			(1,743		)	—
Net earnings	1,866			1,449			295			(1,743		)	1,867
Net earnings attributable to noncontrolling interests	—			—			(1		)	—			(1		)
Net earnings attributable to Altria Group, Inc.	$	1,866		$	1,449		$	294		$	(1,743	)	$	1,866
Net earnings	$	1,866		$	1,449		$	295		$	(1,743	)	$	1,867
Other comprehensive (losses) earnings, net of deferred income taxes	(108		)	3			27			(30		)	(108		)
Comprehensive earnings	1,758			1,452			322			(1,773		)	1,759
Comprehensive earnings attributable to noncontrolling interests	—			—			(1		)	—			(1		)
Comprehensive earnings attributable to Altria Group, Inc.	$	1,758		$	1,452		$	321		$	(1,773	)	$	1,758

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

For the Three Months Ended September 30, 2016

(in millions of dollars)

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	5,964		$	950		$	(9	)	$	6,905
Cost of sales	—			1,767			285			(9		)	2,043
Excise taxes on products	—			1,654			58			—			1,712
Gross profit	—			2,543			607			—			3,150
Marketing, administration and research costs	40			607			119			—			766
Asset impairment and exit costs	—			1			1			—			2
Operating (expense) income	(40		)	1,935			487			—			2,382
Interest and other debt expense (income), net	129			(4		)	54			—			179
Loss on early extinguishment of debt	823			—			—			—			823
Earnings from equity investment in SABMiller	(299		)	—			—			—			(299		)
Gain on AB InBev/SABMiller business combination	(48		)	—			—			—			(48		)
(Loss) earnings before income taxes and equity earnings of subsidiaries	(645		)	1,939			433			—			1,727
(Benefit) provision for income taxes	(232		)	707			158			—			633
Equity earnings of subsidiaries	1,506			77			—			(1,583		)	—
Net earnings	1,093			1,309			275			(1,583		)	1,094
Net earnings attributable to noncontrolling interests	—			—			(1		)	—			(1		)
Net earnings attributable to Altria Group, Inc.	$	1,093		$	1,309		$	274		$	(1,583	)	$	1,093
Net earnings	$	1,093		$	1,309		$	275		$	(1,583	)	$	1,094
Other comprehensive earnings, net of deferred income taxes	62			4			22			(26		)	62
Comprehensive earnings	1,155			1,313			297			(1,609		)	1,156
Comprehensive earnings attributable to noncontrolling interests	—			—			(1		)	—			(1		)
Comprehensive earnings attributable to Altria Group, Inc.	$	1,155		$	1,313		$	296		$	(1,609	)	$	1,155

Condensed Consolidating Statements of Cash Flows

For the Nine Months Ended September 30, 2017

(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	$	4,777		$	3,685		$	639		$	(4,936	)	$	4,165
Cash Provided by (Used in) Investing Activities
Capital expenditures	—			(21		)	(130		)	—			(151		)
Proceeds from finance assets	—			—			133			—			133
Other	(4		)	2			(182		)	—			(184		)
Net cash used in investing activities	(4		)	(19		)	(179		)	—			(202		)
Cash Provided by (Used in) Financing Activities
Repurchases of common stock	(2,359		)	—			—			—			(2,359		)
Dividends paid on common stock	(3,544		)	—			—			—			(3,544		)
Changes in amounts due to/from Altria Group, Inc. and subsidiaries	(813		)	182			631			—			—
Cash dividends paid to parent	—			(3,849		)	(1,087		)	4,936			—
Other	(40		)	—			(7		)	—			(47		)
Net cash used in financing activities	(6,756		)	(3,667		)	(463		)	4,936			(5,950		)
Cash and cash equivalents:
Decrease	(1,983		)	(1		)	(3		)	—			(1,987		)
Balance at beginning of period	4,521			1			47			—			4,569
Balance at end of period	$	2,538		$	—		$	44		$	—		$	2,582

Condensed Consolidating Statements of Cash Flows

For the Nine Months Ended September 30, 2016

(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	$	4,271		$	3,582		$	8		$	(4,331	)	$	3,530
Cash Provided by (Used in) Investing Activities
Capital expenditures	—			(23		)	(105		)	—			(128		)
Proceeds from finance assets	—			—			207			—			207
Other	(3		)	—			(41		)	—			(44		)
Net cash (used in) provided by investing activities	(3		)	(23		)	61			—			35
Cash Provided by (Used in) Financing Activities
Long-term debt issued	1,976			—			—			—			1,976
Long-term debt repaid	(933		)	—			—			—			(933		)
Repurchases of common stock	(512		)	—			—			—			(512		)
Dividends paid on common stock	(3,321		)	—			—			—			(3,321		)
Changes in amounts due to/from Altria Group, Inc. and subsidiaries	(715		)	128			587			—			—
Premiums and fees related to early extinguishment of debt	(809		)	—			—			—			(809		)
Cash dividends paid to parent	—			(3,686		)	(645		)	4,331			—
Other	(28		)	—			(9		)	—			(37		)
Net cash used in financing activities	(4,342		)	(3,558		)	(67		)	4,331			(3,636		)
Cash and cash equivalents:
(Decrease) increase	(74		)	1			2			—			(71		)
Balance at beginning of period	2,313			—			56			—			2,369
Balance at end of period	$	2,239		$	1		$	58		$	—		$	2,298