Condensed Consolidating Financial Information

9 Months Ended

Sep. 30, 2015

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 of A or higher.

At September 30, 2015, 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, 2015 and December 31, 2014, condensed consolidating statements of earnings and comprehensive earnings for the nine and three months ended September 30, 2015 and 2014, and condensed consolidating statements of cash flows for the nine months ended September 30, 2015 and 2014 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, 2015

(in millions of dollars)

	Altria Group, Inc.		PM USA		Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Assets
Cash and cash equivalents	$	1,858	$	2	$	47	$	—		$	1,907
Receivables	—		9		128		—			137
Inventories:
Leaf tobacco	—		509		354		—			863
Other raw materials	—		124		63		—			187
Work in process	—		9		384		—			393
Finished product	—		141		370		—			511
	—		783		1,171		—			1,954
Due from Altria Group, Inc. and subsidiaries	—		4,020		1,592		(5,612		)	—
Deferred income taxes	—		1,200		7		(64		)	1,143
Other current assets	196		275		39		(140		)	370
Total current assets	2,054		6,289		2,984		(5,816		)	5,511
Property, plant and equipment, at cost	—		3,110		1,756		—			4,866
Less accumulated depreciation	—		2,134		716		—			2,850
	—		976		1,040		—			2,016
Goodwill	—		—		5,285		—			5,285
Other intangible assets, net	—		2		12,031		—			12,033
Investment in SABMiller	5,442		—		—		—			5,442
Investment in consolidated subsidiaries	11,926		2,773		—		(14,699		)	—
Finance assets, net	—		—		1,295		—			1,295
Due from Altria Group, Inc. and subsidiaries	4,790		—		—		(4,790		)	—
Other assets	98		536		101		(318		)	417
Total Assets	$	24,310	$	10,576	$	22,736	$	(25,623	)	$	31,999

Condensed Consolidating Balance Sheets (Continued)

September 30, 2015

(in millions of dollars)

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Liabilities
Current portion of long-term debt	$	—		$	—		$	3		$	—		$	3
Accounts payable	—			97			210			—			307
Accrued liabilities:
Marketing	—			668			98			—			766
Employment costs	15			10			121			—			146
Settlement charges	—			3,209			7			—			3,216
Other	259			714			250			(204		)	1,019
Dividends payable	1,110			—			—			—			1,110
Due to Altria Group, Inc. and subsidiaries	5,216			396			—			(5,612		)	—
Total current liabilities	6,600			5,094			689			(5,816		)	6,567
Long-term debt	12,902			—			16			—			12,918
Deferred income taxes	1,552			—			4,597			(318		)	5,831
Accrued pension costs	221			—			682			—			903
Accrued postretirement health care costs	—			1,585			859			—			2,444
Due to Altria Group, Inc. and subsidiaries	—			—			4,790			(4,790		)	—
Other liabilities	148			122			150			—			420
Total liabilities	21,423			6,801			11,783			(10,924		)	29,083
Contingencies
Redeemable noncontrolling interest	—			—			35			—			35
Stockholders’ Equity
Common stock	935			—			9			(9		)	935
Additional paid-in capital	5,800			3,310			11,444			(14,754		)	5,800
Earnings reinvested in the business	27,118			795			992			(1,787		)	27,118
Accumulated other comprehensive losses	(3,157		)	(330		)	(1,521		)	1,851			(3,157		)
Cost of repurchased stock	(27,809		)	—			—			—			(27,809		)
Total stockholders’ equity attributable to Altria Group, Inc.	2,887			3,775			10,924			(14,699		)	2,887
Noncontrolling interests	—			—			(6		)	—			(6		)
Total stockholders’ equity	2,887			3,775			10,918			(14,699		)	2,881
Total Liabilities and Stockholders’ Equity	$	24,310		$	10,576		$	22,736		$	(25,623	)	$	31,999

Condensed Consolidating Balance Sheets

December 31, 2014

(in millions of dollars)

	Altria Group, Inc.		PM USA		Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Assets
Cash and cash equivalents	$	3,281	$	3	$	37	$	—		$	3,321
Receivables	—		6		118		—			124
Inventories:
Leaf tobacco	—		616		375		—			991
Other raw materials	—		132		68		—			200
Work in process	—		4		425		—			429
Finished product	—		134		286		—			420
	—		886		1,154		—			2,040
Due from Altria Group, Inc. and subsidiaries	568		3,535		1,279		(5,382		)	—
Deferred income taxes	—		1,190		9		(56		)	1,143
Other current assets	54		101		122		(27		)	250
Total current assets	3,903		5,721		2,719		(5,465		)	6,878
Property, plant and equipment, at cost	—		3,112		1,643		—			4,755
Less accumulated depreciation	—		2,091		681		—			2,772
	—		1,021		962		—			1,983
Goodwill	—		—		5,285		—			5,285
Other intangible assets, net	—		2		12,047		—			12,049
Investment in SABMiller	6,183		—		—		—			6,183
Investment in consolidated subsidiaries	10,665		2,775		—		(13,440		)	—
Finance assets, net	—		—		1,614		—			1,614
Due from Altria Group, Inc. and subsidiaries	4,790		—		—		(4,790		)	—
Other assets	148		541		121		(327		)	483
Total Assets	$	25,689	$	10,060	$	22,748	$	(24,022	)	$	34,475

Condensed Consolidating Balance Sheets (Continued)

December 31, 2014

(in millions of dollars)

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Liabilities
Current portion of long-term debt	$	1,000		$	—		$	—		$	—		$	1,000
Accounts payable	18			118			280			—			416
Accrued liabilities:
Marketing	—			505			113			—			618
Employment costs	18			10			158			—			186
Settlement charges	—			3,495			5			—			3,500
Other	321			400			287			(83		)	925
Dividends payable	1,028			—			—			—			1,028
Due to Altria Group, Inc. and subsidiaries	4,414			402			566			(5,382		)	—
Total current liabilities	6,799			4,930			1,409			(5,465		)	7,673
Long-term debt	13,693			—			—			—			13,693
Deferred income taxes	1,754			—			4,661			(327		)	6,088
Accrued pension costs	233			—			779			—			1,012
Accrued postretirement health care costs	—			1,608			853			—			2,461
Due to Altria Group, Inc. and subsidiaries	—			—			4,790			(4,790		)	—
Other liabilities	196			151			156			—			503
Total liabilities	22,675			6,689			12,648			(10,582		)	31,430
Contingencies
Redeemable noncontrolling interest	—			—			35			—			35
Stockholders’ Equity
Common stock	935			—			9			(9		)	935
Additional paid-in capital	5,735			3,310			10,688			(13,998		)	5,735
Earnings reinvested in the business	26,277			402			995			(1,397		)	26,277
Accumulated other comprehensive losses	(2,682		)	(341		)	(1,623		)	1,964			(2,682		)
Cost of repurchased stock	(27,251		)	—			—			—			(27,251		)
Total stockholders’ equity attributable to Altria Group, Inc.	3,014			3,371			10,069			(13,440		)	3,014
Noncontrolling interests	—			—			(4		)	—			(4		)
Total stockholders’ equity	3,014			3,371			10,065			(13,440		)	3,010
Total Liabilities and Stockholders’ Equity	$	25,689		$	10,060		$	22,748		$	(24,022	)	$	34,475

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

For the Nine Months Ended September 30, 2015

(in millions of dollars)

	Altria Group, Inc.			PM USA		Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	16,743	$	2,405		$	(32	)	$	19,116
Cost of sales	—			4,983		782			(32		)	5,733
Excise taxes on products	—			4,834		157			—			4,991
Gross profit	—			6,926		1,466			—			8,392
Marketing, administration and research costs	135			1,511		305			—			1,951
Changes to Mondelēz and PMI tax-related receivables/payables	41			—		—			—			41
Asset impairment and exit costs	—			—		4			—			4
Operating (expense) income	(176		)	5,415		1,157			—			6,396
Interest and other debt expense, net	430			11		168			—			609
Loss on early extinguishment of debt	228			—		—			—			228
Earnings from equity investment in SABMiller	(546		)	—		—			—			(546		)
(Loss) Earnings before income taxes and equity earnings of subsidiaries	(288		)	5,404		989			—			6,105
(Benefit) provision for income taxes	(200		)	1,959		351			—			2,110
Equity earnings of subsidiaries	4,082			197		—			(4,279		)	—
Net earnings	3,994			3,642		638			(4,279		)	3,995
Net earnings attributable to noncontrolling interests	—			—		(1		)	—			(1		)
Net earnings attributable to Altria Group, Inc.	$	3,994		$	3,642	$	637		$	(4,279	)	$	3,994
Net earnings	$	3,994		$	3,642	$	638		$	(4,279	)	$	3,995
Other comprehensive (losses) earnings, net of deferred income taxes	(475		)	11		102			(113		)	(475		)
Comprehensive earnings	3,519			3,653		740			(4,392		)	3,520
Comprehensive earnings attributable to noncontrolling interests	—			—		(1		)	—			(1		)
Comprehensive earnings attributable to Altria Group, Inc.	$	3,519		$	3,653	$	739		$	(4,392	)	$	3,519

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

For the Nine Months Ended September 30, 2014

(in millions of dollars)

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	15,945		$	2,352	$	(33	)	$	18,264
Cost of sales	—			5,059			773		(33		)	5,799
Excise taxes on products	—			4,771			161		—			4,932
Gross profit	—			6,115			1,418		—			7,533
Marketing, administration and research costs	161			1,362			298		—			1,821
Changes to Mondelēz and PMI tax-related receivables/payables	5			—			—		—			5
Asset impairment and exit costs	—			(6		)	5		—			(1		)
Operating (expense) income	(166		)	4,759			1,115		—			5,708
Interest and other debt expense (income), net	458			(46		)	184		—			596
Earnings from equity investment in SABMiller	(753		)	—			—		—			(753		)
Earnings before income taxes and equity earnings of subsidiaries	129			4,805			931		—			5,865
(Benefit) provision for income taxes	(118		)	1,813			336		—			2,031
Equity earnings of subsidiaries	3,587			184			—		(3,771		)	—
Net earnings	3,834			3,176			595		(3,771		)	3,834
Net earnings attributable to noncontrolling interests	—			—			—		—			—
Net earnings attributable to Altria Group, Inc.	$	3,834		$	3,176		$	595	$	(3,771	)	$	3,834
Net earnings	$	3,834		$	3,176		$	595	$	(3,771	)	$	3,834
Other comprehensive (losses) earnings, net of deferred income taxes	(76		)	5			60		(65		)	(76		)
Comprehensive earnings	3,758			3,181			655		(3,836		)	3,758
Comprehensive earnings attributable to noncontrolling interests	—			—			—		—			—
Comprehensive earnings attributable to Altria Group, Inc.	$	3,758		$	3,181		$	655	$	(3,836	)	$	3,758

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

For the Three Months Ended September 30, 2015

(in millions of dollars)

	Altria Group, Inc.			PM USA		Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	5,865	$	845	$	(11	)	$	6,699
Cost of sales	—			1,671		272		(11		)	1,932
Excise taxes on products	—			1,670		51		—			1,721
Gross profit	—			2,524		522		—			3,046
Marketing, administration and research costs	46			552		100		—			698
Changes to Mondelēz and PMI tax-related receivables/payables	41			—		—		—			41
Operating (expense) income	(87		)	1,972		422		—			2,307
Interest and other debt expense, net	138			11		56		—			205
Earnings from equity investment in SABMiller	(187		)	—		—		—			(187		)
(Loss) Earnings before income taxes and equity earnings of subsidiaries	(38		)	1,961		366		—			2,289
(Benefit) provision for income taxes	(55		)	685		131		—			761
Equity earnings of subsidiaries	1,511			71		—		(1,582		)	—
Net earnings	1,528			1,347		235		(1,582		)	1,528
Net earnings attributable to noncontrolling interests	—			—		—		—			—
Net earnings attributable to Altria Group, Inc.	$	1,528		$	1,347	$	235	$	(1,582	)	$	1,528
Net earnings	$	1,528		$	1,347	$	235	$	(1,582	)	$	1,528
Other comprehensive (losses) earnings, net of deferred income taxes	(279		)	4		32		(36		)	(279		)
Comprehensive earnings	1,249			1,351		267		(1,618		)	1,249
Comprehensive earnings attributable to noncontrolling interests	—			—		—		—			—
Comprehensive earnings attributable to Altria Group, Inc.	$	1,249		$	1,351	$	267	$	(1,618	)	$	1,249

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

For the Three Months Ended September 30, 2014

(in millions of dollars)

	Altria Group, Inc.			PM USA		Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	5,684	$	818	$	(11	)	$	6,491
Cost of sales	—			1,812		278		(11		)	2,079
Excise taxes on products	—			1,682		56		—			1,738
Gross profit	—			2,190		484		—			2,674
Marketing, administration and research costs	57			495		111		—			663
Changes to Mondelēz and PMI tax-related receivables/payables	5			—		—		—			5
Asset impairment and exit costs	—			2		5		—			7
Operating (expense) income	(62		)	1,693		368		—			1,999
Interest and other debt expense, net	150			1		62		—			213
Earnings from equity investment in SABMiller	(328		)	—		—		—			(328		)
Earnings before income taxes and equity earnings of subsidiaries	116			1,692		306		—			2,114
(Benefit) provision for income taxes	(53		)	659		111		—			717
Equity earnings of subsidiaries	1,228			67		—		(1,295		)	—
Net earnings	1,397			1,100		195		(1,295		)	1,397
Net earnings attributable to noncontrolling interests	—			—		—		—			—
Net earnings attributable to Altria Group, Inc.	$	1,397		$	1,100	$	195	$	(1,295	)	$	1,397
Net earnings	$	1,397		$	1,100	$	195	$	(1,295	)	$	1,397
Other comprehensive (losses) earnings, net of deferred income taxes	(225		)	—		18		(18		)	(225		)
Comprehensive earnings	1,172			1,100		213		(1,313		)	1,172
Comprehensive earnings attributable to noncontrolling interests	—			—		—		—			—
Comprehensive earnings attributable to Altria Group, Inc.	$	1,172		$	1,100	$	213	$	(1,313	)	$	1,172

Condensed Consolidating Statements of Cash Flows

For the Nine Months Ended September 30, 2015

(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	$	3,557		$	3,767		$	655		$	(3,889	)	$	4,090
Cash Provided by (Used in) Investing Activities
Capital expenditures	—			(37		)	(125		)	—			(162		)
Proceeds from finance assets	—			—			255			—			255
Other	—			10			(8		)	—			2
Net cash (used in) provided by investing activities	—			(27		)	122			—			95
Cash Provided by (Used in) Financing Activities
Long-term debt repaid	(1,793		)	—			—			—			(1,793		)
Repurchases of common stock	(518		)	—			—			—			(518		)
Dividends paid on common stock	(3,071		)	—			—			—			(3,071		)
Changes in amounts due to/from Altria Group, Inc. and subsidiaries	611			(492		)	(119		)	—			—
Premiums and fees related to early extinguishment of debt	(226		)	—			—			—			(226		)
Cash dividends paid to parent	—			(3,249		)	(640		)	3,889			—
Other	17			—			(8		)	—			9
Net cash used in financing activities	(4,980		)	(3,741		)	(767		)	3,889			(5,599		)
Cash and cash equivalents:
(Decrease) increase	(1,423		)	(1		)	10			—			(1,414		)
Balance at beginning of period	3,281			3			37			—			3,321
Balance at end of period	$	1,858		$	2		$	47		$	—		$	1,907

Condensed Consolidating Statements of Cash Flows

For the Nine Months Ended September 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	$	3,270		$	2,839		$	455		$	(3,504	)	$	3,060
Cash Provided by (Used in) Investing Activities
Capital expenditures	—			(33		)	(83		)	—			(116		)
Acquisition of Green Smoke, net of acquired cash	—			—			(93		)	—			(93		)
Proceeds from finance assets	—			—			190			—			190
Other	—			70			9			—			79
Net cash provided by investing activities	—			37			23			—			60
Cash Provided by (Used in) Financing Activities
Long-term debt repaid	(525		)	—			—			—			(525		)
Repurchases of common stock	(679		)	—			—			—			(679		)
Dividends paid on common stock	(2,864		)	—			—			—			(2,864		)
Changes in amounts due to/from Altria Group, Inc. and subsidiaries	(130		)	56			74			—			—
Cash dividends paid to parent	—			(2,933		)	(571		)	3,504			—
Other	17			—			(3		)	—			14
Net cash used in financing activities	(4,181		)	(2,877		)	(500		)	3,504			(4,054		)
Cash and cash equivalents:
Decrease	(911		)	(1		)	(22		)	—			(934		)
Balance at beginning of period	3,114			1			60			—			3,175
Balance at end of period	$	2,203		$	—		$	38		$	—		$	2,241