Condensed Consolidating Financial Information

3 Months Ended

Mar. 31, 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 March 31, 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 March 31, 2017 and December 31, 2016, condensed consolidating statements of earnings and comprehensive earnings for the three months ended March 31, 2017 and 2016, and condensed consolidating statements of cash flows for the three months ended March 31, 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

March 31, 2017

(in millions of dollars)

	Altria Group, Inc.		PM USA		Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Assets
Cash and cash equivalents	$	5,170	$	—	$	58	$	—		$	5,228
Receivables	—		8		127		—			135
Inventories:
Leaf tobacco	—		538		349		—			887
Other raw materials	—		111		60		—			171
Work in process	—		7		485		—			492
Finished product	—		172		400		—			572
	—		828		1,294		—			2,122
Due from Altria Group, Inc. and subsidiaries	—		5,532		993		(6,525		)	—
Other current assets	249		50		88		(246		)	141
Total current assets	5,419		6,418		2,560		(6,771		)	7,626
Property, plant and equipment, at cost	—		2,971		1,885		—			4,856
Less accumulated depreciation	—		2,087		846		—			2,933
	—		884		1,039		—			1,923
Goodwill	—		—		5,307		—			5,307
Other intangible assets, net	—		2		12,199		—			12,201
Investment in AB InBev	17,579		—		—		—			17,579
Investment in consolidated subsidiaries	11,579		2,641		—		(14,220		)	—
Finance assets, net	—		—		1,019		—			1,019
Due from Altria Group, Inc. and subsidiaries	4,790		—		—		(4,790		)	—
Other assets	18		1,752		131		(1,381		)	520
Total Assets	$	39,385	$	11,697	$	22,255	$	(27,162	)	$	46,175

Condensed Consolidating Balance Sheets (Continued)

March 31, 2017

(in millions of dollars)

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Liabilities
Accounts payable	$	1		$	105		$	129		$	—		$	235
Accrued liabilities:
Marketing	—			609			116			—			725
Employment costs	14			8			52			—			74
Settlement charges	—			4,783			7			—			4,790
Other	191			414			271			—			876
Income taxes	—			626			36			(246		)	416
Dividends payable	1,184			—			—			—			1,184
Due to Altria Group, Inc. and subsidiaries	6,187			296			42			(6,525		)	—
Total current liabilities	7,577			6,841			653			(6,771		)	8,300
Long-term debt	13,884			—			—			—			13,884
Deferred income taxes	5,329			—			4,361			(1,381		)	8,309
Accrued pension costs	203			—			535			—			738
Accrued postretirement health care costs	—			1,442			770			—			2,212
Due to Altria Group, Inc. and subsidiaries	—			—			4,790			(4,790		)	—
Other liabilities	132			142			157			—			431
Total liabilities	27,125			8,425			11,266			(12,942		)	33,874
Contingencies
Redeemable noncontrolling interest	—			—			38			—			38
Stockholders’ Equity
Common stock	935			—			9			(9		)	935
Additional paid-in capital	5,909			3,310			11,790			(15,100		)	5,909
Earnings reinvested in the business	37,124			230			841			(1,071		)	37,124
Accumulated other comprehensive losses	(2,212		)	(268		)	(1,692		)	1,960			(2,212		)
Cost of repurchased stock	(29,496		)	—			—			—			(29,496		)
Total stockholders’ equity attributable to Altria Group, Inc.	12,260			3,272			10,948			(14,220		)	12,260
Noncontrolling interests	—			—			3			—			3
Total stockholders’ equity	12,260			3,272			10,951			(14,220		)	12,263
Total Liabilities and Stockholders’ Equity	$	39,385		$	11,697		$	22,255		$	(27,162	)	$	46,175

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 Three Months Ended March 31, 2017

(in millions of dollars)

	Altria Group, Inc.			PM USA		Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	5,271	$	820		$	(8	)	$	6,083
Cost of sales	—			1,538		280			(8		)	1,810
Excise taxes on products	—			1,446		48			—			1,494
Gross profit	—			2,287		492			—			2,779
Marketing, administration and research costs	40			378		110			—			528
Asset impairment and exit costs	—			—		4			—			4
Operating (expense) income	(40		)	1,909		378			—			2,247
Interest and other debt expense, net	123			—		56			—			179
Earnings from equity investment in AB InBev	(23		)	—		—			—			(23		)
(Loss) earnings before income taxes and equity earnings of subsidiaries	(140		)	1,909		322			—			2,091
(Benefit) provision for income taxes	(72		)	663		98			—			689
Equity earnings of subsidiaries	1,469			72		—			(1,541		)	—
Net earnings	1,401			1,318		224			(1,541		)	1,402
Net earnings attributable to noncontrolling interests	—			—		(1		)	—			(1		)
Net earnings attributable to Altria Group, Inc.	$	1,401		$	1,318	$	223		$	(1,541	)	$	1,401
Net earnings	$	1,401		$	1,318	$	224		$	(1,541	)	$	1,402
Other comprehensive (losses) earnings, net of deferred income taxes	(160		)	3		28			(31		)	(160		)
Comprehensive earnings	1,241			1,321		252			(1,572		)	1,242
Comprehensive earnings attributable to noncontrolling interests	—			—		(1		)	—			(1		)
Comprehensive earnings attributable to Altria Group, Inc.	$	1,241		$	1,321	$	251		$	(1,572	)	$	1,241

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

For the Three Months Ended March 31, 2016

(in millions of dollars)

	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	5,265		$	810		$	(9	)	$	6,066
Cost of sales	—			1,642			241			(9		)	1,874
Excise taxes on products	—			1,487			49			—			1,536
Gross profit	—			2,136			520			—			2,656
Marketing, administration and research costs	36			415			108			—			559
Asset impairment and exit costs	5			94			21			—			120
Operating (expense) income	(41		)	1,627			391			—			1,977
Interest and other debt expense, net	129			15			56			—			200
Earnings from equity investment in SABMiller	(66		)	—			—			—			(66		)
Gain on AB InBev/SABMiller business combination	(40		)	—			—			—			(40		)
(Loss) earnings before income taxes and equity earnings of subsidiaries	(64		)	1,612			335			—			1,883
(Benefit) provision for income taxes	(49		)	603			111			—			665
Equity earnings of subsidiaries	1,232			60			—			(1,292		)	—
Net earnings	1,217			1,069			224			(1,292		)	1,218
Net earnings attributable to noncontrolling interests	—			—			(1		)	—			(1		)
Net earnings attributable to Altria Group, Inc.	$	1,217		$	1,069		$	223		$	(1,292	)	$	1,217
Net earnings	$	1,217		$	1,069		$	224		$	(1,292	)	$	1,218
Other comprehensive losses, net of deferred income taxes	(47		)	(17		)	(156		)	173			(47		)
Comprehensive earnings	1,170			1,052			68			(1,119		)	1,171
Comprehensive earnings attributable to noncontrolling interests	—			—			(1		)	—			(1		)
Comprehensive earnings attributable to Altria Group, Inc.	$	1,170		$	1,052		$	67		$	(1,119	)	$	1,170

Condensed Consolidating Statements of Cash Flows

For the Three Months Ended March 31, 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	$	1,469		$	3,007		$	14		$	(1,825	)	$	2,665
Cash Provided by (Used in) Investing Activities
Capital expenditures	—			(8		)	(25		)	—			(33		)
Proceeds from finance assets	—			—			2			—			2
Other	—			—			(199		)	—			(199		)
Net cash used in investing activities	—			(8		)	(222		)	—			(230		)
Cash Provided by (Used in) Financing Activities
Repurchases of common stock	(551		)	—			—			—			(551		)
Dividends paid on common stock	(1,187		)	—			—			—			(1,187		)
Changes in amounts due to/from Altria Group, Inc. and subsidiaries	952			(1,675		)	723			—			—
Cash dividends paid to parent	—			(1,325		)	(500		)	1,825			—
Other	(34		)	—			(4		)	—			(38		)
Net cash (used in) provided by financing activities	(820		)	(3,000		)	219			1,825			(1,776		)
Cash and cash equivalents:
Increase (decrease)	649			(1		)	11			—			659
Balance at beginning of period	4,521			1			47			—			4,569
Balance at end of period	$	5,170		$	—		$	58		$	—		$	5,228

Condensed Consolidating Statements of Cash Flows

For the Three Months Ended March 31, 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	$	1,462		$	2,780		$	108		$	(1,632	)	$	2,718
Cash Provided by (Used in) Investing Activities
Capital expenditures	—			(7		)	(19		)	—			(26		)
Proceeds from finance assets	—			—			56			—			56
Other	—			—			4			—			4
Net cash (used in) provided by investing activities	—			(7		)	41			—			34
Cash Provided by (Used in) Financing Activities
Repurchases of common stock	(168		)	—			—			—			(168		)
Dividends paid on common stock	(1,108		)	—			—			—			(1,108		)
Changes in amounts due to/from Altria Group, Inc. and subsidiaries	1,279			(1,374		)	95			—			—
Cash dividends paid to parent	—			(1,399		)	(233		)	1,632			—
Other	(29		)	—			(1		)	—			(30		)
Net cash used in financing activities	(26		)	(2,773		)	(139		)	1,632			(1,306		)
Cash and cash equivalents:
Increase	1,436			—			10			—			1,446
Balance at beginning of period	2,313			—			56			—			2,369
Balance at end of period	$	3,749		$	—		$	66		$	—		$	3,815