Condensed Consolidating Financial Information

6 Months Ended

Jun. 30, 2016

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 June 30, 2016, 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 June 30, 2016 and December 31, 2015, condensed consolidating statements of earnings and comprehensive earnings for the six and three months ended June 30, 2016 and 2015, and condensed consolidating statements of cash flows for the six months ended June 30, 2016 and 2015 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

June 30, 2016

(in millions of dollars)

	Altria Group, Inc.		PM USA		Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Assets
Cash and cash equivalents	$	766	$	1	$	52	$	—		$	819
Receivables	—		9		113		—			122
Inventories:
Leaf tobacco	—		463		373		—			836
Other raw materials	—		114		66		—			180
Work in process	—		5		386		—			391
Finished product	—		182		381		—			563
	—		764		1,206		—			1,970
Due from Altria Group, Inc. and subsidiaries	57		2,198		1,495		(3,750		)	—
Deferred income taxes	—		1,276		10		(98		)	1,188
Other current assets	312		159		62		(32		)	501
Total current assets	1,135		4,407		2,938		(3,880		)	4,600
Property, plant and equipment, at cost	—		3,057		1,809		—			4,866
Less accumulated depreciation	—		2,144		760		—			2,904
	—		913		1,049		—			1,962
Goodwill	—		—		5,285		—			5,285
Other intangible assets, net	—		2		12,045		—			12,047
Investment in SABMiller	5,877		—		—		—			5,877
Investment in consolidated subsidiaries	11,175		2,716		—		(13,891		)	—
Finance assets, net	—		—		1,155		—			1,155
Due from Altria Group, Inc. and subsidiaries	4,790		—		—		(4,790		)	—
Other assets	20		570		144		(336		)	398
Total Assets	$	22,997	$	8,608	$	22,616	$	(22,897	)	$	31,324

Condensed Consolidating Balance Sheets (Continued)

June 30, 2016

(in millions of dollars)

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Liabilities
Accounts payable	$	1		$	70		$	122		$	—		$	193
Accrued liabilities:
Marketing	—			614			112			—			726
Employment costs	69			9			91			—			169
Settlement charges	—			2,257			7			—			2,264
Other	368			458			325			(98		)	1,053
Income taxes	32			—			—			(32		)	—
Dividends payable	1,107			—			—			—			1,107
Due to Altria Group, Inc. and subsidiaries	3,441			243			66			(3,750		)	—
Total current liabilities	5,018			3,651			723			(3,880		)	5,512
Long-term debt	12,837			—			—			—			12,837
Deferred income taxes	1,686			—			4,309			(336		)	5,659
Accrued pension costs	204			—			1,222			—			1,426
Accrued postretirement health care costs	—			1,471			825			—			2,296
Due to Altria Group, Inc. and subsidiaries	—			—			4,790			(4,790		)	—
Other liabilities	112			166			137			—			415
Total liabilities	19,857			5,288			12,006			(9,006		)	28,145
Contingencies
Redeemable noncontrolling interest	—			—			36			—			36
Stockholders’ Equity
Common stock	935			—			9			(9		)	935
Additional paid-in capital	5,851			3,310			11,235			(14,545		)	5,851
Earnings reinvested in the business	27,915			280			1,148			(1,428		)	27,915
Accumulated other comprehensive losses	(3,340		)	(270		)	(1,821		)	2,091			(3,340		)
Cost of repurchased stock	(28,221		)	—			—			—			(28,221		)
Total stockholders’ equity attributable to Altria Group, Inc.	3,140			3,320			10,571			(13,891		)	3,140
Noncontrolling interests	—			—			3			—			3
Total stockholders’ equity	3,140			3,320			10,574			(13,891		)	3,143
Total Liabilities and Stockholders’ Equity	$	22,997		$	8,608		$	22,616		$	(22,897	)	$	31,324

Condensed Consolidating Balance Sheets

December 31, 2015

(in millions of dollars)

	Altria Group, Inc.		PM USA		Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Assets
Cash and cash equivalents	$	2,313	$	—	$	56	$	—		$	2,369
Receivables	—		7		117		—			124
Inventories:
Leaf tobacco	—		562		395		—			957
Other raw materials	—		123		58		—			181
Work in process	—		5		439		—			444
Finished product	—		121		328		—			449
	—		811		1,220		—			2,031
Due from Altria Group, Inc. and subsidiaries	—		3,821		1,807		(5,628		)	—
Deferred income taxes	—		1,268		7		(100		)	1,175
Other current assets	284		65		112		(74		)	387
Total current assets	2,597		5,972		3,319		(5,802		)	6,086
Property, plant and equipment, at cost	—		3,102		1,775		—			4,877
Less accumulated depreciation	—		2,157		738		—			2,895
	—		945		1,037		—			1,982
Goodwill	—		—		5,285		—			5,285
Other intangible assets, net	—		2		12,026		—			12,028
Investment in SABMiller	5,483		—		—		—			5,483
Investment in consolidated subsidiaries	11,648		2,715		—		(14,363		)	—
Finance assets, net	—		—		1,239		—			1,239
Due from Altria Group, Inc. and subsidiaries	4,790		—		—		(4,790		)	—
Other assets	20		536		131		(327		)	360
Total Assets	$	24,538	$	10,170	$	23,037	$	(25,282	)	$	32,463

Condensed Consolidating Balance Sheets (Continued)

December 31, 2015

(in millions of dollars)

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Liabilities
Current portion of long-term debt	$	—		$	—		$	4		$	—		$	4
Accounts payable	3			104			293			—			400
Accrued liabilities:
Marketing	—			586			109			—			695
Employment costs	18			11			169			—			198
Settlement charges	—			3,585			5			—			3,590
Other	354			616			285			(174		)	1,081
Dividends payable	1,110			—			—			—			1,110
Due to Altria Group, Inc. and subsidiaries	5,427			191			10			(5,628		)	—
Total current liabilities	6,912			5,093			875			(5,802		)	7,078
Long-term debt	12,831			—			12			—			12,843
Deferred income taxes	1,547			—			4,443			(327		)	5,663
Accrued pension costs	215			—			1,062			—			1,277
Accrued postretirement health care costs	—			1,460			785			—			2,245
Due to Altria Group, Inc. and subsidiaries	—			—			4,790			(4,790		)	—
Other liabilities	153			126			168			—			447
Total liabilities	21,658			6,679			12,135			(10,919		)	29,553
Contingencies
Redeemable noncontrolling interest	—			—			37			—			37
Stockholders’ Equity
Common stock	935			—			9			(9		)	935
Additional paid-in capital	5,813			3,310			11,456			(14,766		)	5,813
Earnings reinvested in the business	27,257			436			1,099			(1,535		)	27,257
Accumulated other comprehensive losses	(3,280		)	(255		)	(1,692		)	1,947			(3,280		)
Cost of repurchased stock	(27,845		)	—			—			—			(27,845		)
Total stockholders’ equity attributable to Altria Group, Inc.	2,880			3,491			10,872			(14,363		)	2,880
Noncontrolling interests	—			—			(7		)	—			(7		)
Total stockholders’ equity	2,880			3,491			10,865			(14,363		)	2,873
Total Liabilities and Stockholders’ Equity	$	24,538		$	10,170		$	23,037		$	(25,282	)	$	32,463

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

For the Six Months Ended June 30, 2016

(in millions of dollars)

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	10,910		$	1,696		$	(19	)	$	12,587
Cost of sales	—			3,317			500			(19		)	3,798
Excise taxes on products	—			3,069			107			—			3,176
Gross profit	—			4,524			1,089			—			5,613
Marketing, administration and research costs	73			828			204			—			1,105
Asset impairment and exit costs	5			95			21			—			121
Operating (expense) income	(78		)	3,601			864			—			4,387
Interest and other debt expense, net	264			17			111			—			392
Earnings from equity investment in SABMiller	(265		)	—			—			—			(265		)
Gain on derivative financial instrument	(157		)	—			—			—			(157		)
Earnings before income taxes and equity earnings of subsidiaries	80			3,584			753			—			4,417
(Benefit) provision for income taxes	(37		)	1,316			266			—			1,545
Equity earnings of subsidiaries	2,753			140			—			(2,893		)	—
Net earnings	2,870			2,408			487			(2,893		)	2,872
Net earnings attributable to noncontrolling interests	—			—			(2		)	—			(2		)
Net earnings attributable to Altria Group, Inc.	$	2,870		$	2,408		$	485		$	(2,893	)	$	2,870
Net earnings	$	2,870		$	2,408		$	487		$	(2,893	)	$	2,872
Other comprehensive losses, net of deferred income taxes	(60		)	(15		)	(129		)	144			(60		)
Comprehensive earnings	2,810			2,393			358			(2,749		)	2,812
Comprehensive earnings attributable to noncontrolling interests	—			—			(2		)	—			(2		)
Comprehensive earnings attributable to Altria Group, Inc.	$	2,810		$	2,393		$	356		$	(2,749	)	$	2,810

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

For the Six Months Ended June 30, 2015

(in millions of dollars)

	Altria Group, Inc.			PM USA		Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	10,878	$	1,560		$	(21	)	$	12,417
Cost of sales	—			3,312		510			(21		)	3,801
Excise taxes on products	—			3,164		106			—			3,270
Gross profit	—			4,402		944			—			5,346
Marketing, administration and research costs	89			959		205			—			1,253
Asset impairment and exit costs	—			—		4			—			4
Operating (expense) income	(89		)	3,443		735			—			4,089
Interest and other debt expense, net	292			—		112			—			404
Loss on early extinguishment of debt	228			—		—			—			228
Earnings from equity investment in SABMiller	(359		)	—		—			—			(359		)
(Loss) earnings before income taxes and equity earnings of subsidiaries	(250		)	3,443		623			—			3,816
(Benefit) provision for income taxes	(145		)	1,274		220			—			1,349
Equity earnings of subsidiaries	2,571			126		—			(2,697		)	—
Net earnings	2,466			2,295		403			(2,697		)	2,467
Net earnings attributable to noncontrolling interests	—			—		(1		)	—			(1		)
Net earnings attributable to Altria Group, Inc.	$	2,466		$	2,295	$	402		$	(2,697	)	$	2,466
Net earnings	$	2,466		$	2,295	$	403		$	(2,697	)	$	2,467
Other comprehensive (losses) earnings, net of deferred income taxes	(196		)	7		70			(77		)	(196		)
Comprehensive earnings	2,270			2,302		473			(2,774		)	2,271
Comprehensive earnings attributable to noncontrolling interests	—			—		(1		)	—			(1		)
Comprehensive earnings attributable to Altria Group, Inc.	$	2,270		$	2,302	$	472		$	(2,774	)	$	2,270

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

For the Three Months Ended June 30, 2016

(in millions of dollars)

	Altria Group, Inc.			PM USA		Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	5,645	$	886		$	(10	)	$	6,521
Cost of sales	—			1,675		259			(10		)	1,924
Excise taxes on products	—			1,582		58			—			1,640
Gross profit	—			2,388		569			—			2,957
Marketing, administration and research costs	37			413		96			—			546
Asset impairment and exit costs	—			1		—			—			1
Operating (expense) income	(37		)	1,974		473			—			2,410
Interest and other debt expense, net	135			2		55			—			192
Earnings from equity investment in SABMiller	(199		)	—		—			—			(199		)
Gain on derivative financial instrument	(117		)	—		—			—			(117		)
Earnings before income taxes and equity earnings of subsidiaries	144			1,972		418			—			2,534
Provision for income taxes	12			713		155			—			880
Equity earnings of subsidiaries	1,521			80		—			(1,601		)	—
Net earnings	1,653			1,339		263			(1,601		)	1,654
Net earnings attributable to noncontrolling interests	—			—		(1		)	—			(1		)
Net earnings attributable to Altria Group, Inc.	$	1,653		$	1,339	$	262		$	(1,601	)	$	1,653
Net earnings	$	1,653		$	1,339	$	263		$	(1,601	)	$	1,654
Other comprehensive (losses) earnings, net of deferred income taxes	(13		)	2		27			(29		)	(13		)
Comprehensive earnings	1,640			1,341		290			(1,630		)	1,641
Comprehensive earnings attributable to noncontrolling interests	—			—		(1		)	—			(1		)
Comprehensive earnings attributable to Altria Group, Inc.	$	1,640		$	1,341	$	289		$	(1,630	)	$	1,640

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

For the Three Months Ended June 30, 2015

(in millions of dollars)

	Altria Group, Inc.			PM USA		Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	5,810	$	815		$	(12	)	$	6,613
Cost of sales	—			1,746		270			(12		)	2,004
Excise taxes on products	—			1,684		54			—			1,738
Gross profit	—			2,380		491			—			2,871
Marketing, administration and research costs	47			494		102			—			643
Asset impairment and exit costs	—			—		4			—			4
Operating (expense) income	(47		)	1,886		385			—			2,224
Interest and other debt expense, net	138			1		56			—			195
Earnings from equity investment in SABMiller	(225		)	—		—			—			(225		)
Earnings before income taxes and equity earnings of subsidiaries	40			1,885		329			—			2,254
(Benefit) provision for income taxes	(2		)	690		117			—			805
Equity earnings of subsidiaries	1,406			65		—			(1,471		)	—
Net earnings	1,448			1,260		212			(1,471		)	1,449
Net earnings attributable to noncontrolling interests	—			—		(1		)	—			(1		)
Net earnings attributable to Altria Group, Inc.	$	1,448		$	1,260	$	211		$	(1,471	)	$	1,448
Net earnings	$	1,448		$	1,260	$	212		$	(1,471	)	$	1,449
Other comprehensive earnings, net of deferred income taxes	67			3		35			(38		)	67
Comprehensive earnings	1,515			1,263		247			(1,509		)	1,516
Comprehensive earnings attributable to noncontrolling interests	—			—		(1		)	—			(1		)
Comprehensive earnings attributable to Altria Group, Inc.	$	1,515		$	1,263	$	246		$	(1,509	)	$	1,515

Condensed Consolidating Statements of Cash Flows

For the Six Months Ended June 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	$	2,823		$	998		$	237		$	(3,000	)	$	1,058
Cash Provided by (Used in) Investing Activities
Capital expenditures	—			(14		)	(63		)	—			(77		)
Proceeds from finance assets	—			—			56			—			56
Other	—			—			(42		)	—			(42		)
Net cash used in investing activities	—			(14		)	(49		)	—			(63		)
Cash Provided by (Used in) Financing Activities
Repurchases of common stock	(341		)	—			—			—			(341		)
Dividends paid on common stock	(2,215		)	—			—			—			(2,215		)
Changes in amounts due to/from Altria Group, Inc. and subsidiaries	(1,833		)	1,581			252			—			—
Cash dividends paid to parent	—			(2,564		)	(436		)	3,000			—
Other	19			—			(8		)	—			11
Net cash used in financing activities	(4,370		)	(983		)	(192		)	3,000			(2,545		)
Cash and cash equivalents:
(Decrease) increase	(1,547		)	1			(4		)	—			(1,550		)
Balance at beginning of period	2,313			—			56			—			2,369
Balance at end of period	$	766		$	1		$	52		$	—		$	819

Condensed Consolidating Statements of Cash Flows

For the Six Months Ended June 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	$	2,316		$	1,312		$	311		$	(2,692	)	$	1,247
Cash Provided by (Used in) Investing Activities
Capital expenditures	—			(25		)	(74		)	—			(99		)
Proceeds from finance assets	—			—			185			—			185
Other	—			10			(9		)	—			1
Net cash (used in) provided by investing activities	—			(15		)	102			—			87
Cash Provided by (Used in) Financing Activities
Long-term debt repaid	(793		)	—			—			—			(793		)
Repurchases of common stock	(455		)	—			—			—			(455		)
Dividends paid on common stock	(2,050		)	—			—			—			(2,050		)
Changes in amounts due to/from Altria Group, Inc. and subsidiaries	(996		)	820			176			—			—
Premiums and fees related to early extinguishment of debt	(226		)	—			—			—			(226		)
Cash dividends paid to parent	—			(2,119		)	(573		)	2,692			—
Other	—			—			(8		)	—			(8		)
Net cash used in financing activities	(4,520		)	(1,299		)	(405		)	2,692			(3,532		)
Cash and cash equivalents:
(Decrease) increase	(2,204		)	(2		)	8			—			(2,198		)
Balance at beginning of period	3,281			3			37			—			3,321
Balance at end of period	$	1,077		$	1		$	45		$	—		$	1,123