Condensed Consolidating Financial Information | Condensed Consolidating Financial Information: PM USA, which is a 100% owned subsidiary of Altria, has guaranteed Altria’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’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 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 or any successor; ▪ the date, if any, on which Altria 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’s long-term senior unsecured debt by Standard & Poor’s Ratings Services of A or higher. At September 30, 2019 , the respective principal 100% owned subsidiaries of Altria 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, 2019 and December 31, 2018 , condensed consolidating statements of earnings and comprehensive earnings for the nine and three months ended September 30, 2019 and 2018 , and condensed consolidating statements of cash flows for nine months ended September 30, 2019 and 2018 for Altria, PM USA and, collectively, Altria’s other subsidiaries that are not guarantors of Altria’s debt instruments (the “Non-Guarantor Subsidiaries”). 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 and PM USA account for investments in their subsidiaries under the equity method of accounting. Condensed Consolidating Balance Sheets September 30, 2019 (in millions of dollars) Altria PM USA Non- Guarantor Subsidiaries Total Consolidating Adjustments Consolidated Assets Cash and cash equivalents $ 1,541 $ — $ 63 $ — $ 1,604 Receivables — 16 149 — 165 Inventories: Leaf tobacco — 466 354 — 820 Other raw materials — 130 71 — 201 Work in process — 8 590 — 598 Finished product — 105 464 — 569 — 709 1,479 — 2,188 Due from Altria and subsidiaries 85 3,825 1,331 (5,241 ) — Income taxes 47 27 44 (103 ) 15 Other current assets 83 193 43 — 319 Total current assets 1,756 4,770 3,109 (5,344 ) 4,291 Property, plant and equipment, at cost — 2,940 2,069 — 5,009 Less accumulated depreciation — 2,153 894 — 3,047 — 787 1,175 — 1,962 Goodwill — — 5,262 — 5,262 Other intangible assets, net — 2 12,686 — 12,688 Investments in equity securities 17,950 — 9,396 — 27,346 Investment in consolidated subsidiaries 23,608 2,861 — (26,469 ) — Due from Altria and subsidiaries 4,790 — — (4,790 ) — Other assets 107 1,031 897 (671 ) 1,364 Total Assets $ 48,211 $ 9,451 $ 32,525 $ (37,274 ) $ 52,913 Condensed Consolidating Balance Sheets (Continued) September 30, 2019 (in millions of dollars) Altria PM USA Non- Guarantor Subsidiaries Total Consolidating Adjustments Consolidated Liabilities Current portion of long-term debt $ 1,000 $ — $ — $ — $ 1,000 Accounts payable 1 82 163 — 246 Accrued liabilities: Marketing — 481 73 — 554 Settlement charges — 3,086 8 — 3,094 Other 346 432 520 (103 ) 1,195 Dividends payable 1,573 — — — 1,573 Due to Altria and subsidiaries 4,540 499 202 (5,241 ) — Total current liabilities 7,460 4,580 966 (5,344 ) 7,662 Long-term debt 26,903 — — — 26,903 Deferred income taxes 3,098 — 2,813 (671 ) 5,240 Accrued pension costs 146 — 206 — 352 Accrued postretirement health care costs — 1,073 691 — 1,764 Due to Altria and subsidiaries — — 4,790 (4,790 ) — Other liabilities 59 88 169 — 316 Total liabilities 37,666 5,741 9,635 (10,805 ) 42,237 Contingencies Redeemable noncontrolling interest — — 39 — 39 Stockholders’ Equity Common stock 935 — 9 (9 ) 935 Additional paid-in capital 5,960 3,310 27,493 (30,803 ) 5,960 Earnings reinvested in the business 39,910 611 (2,937 ) 2,326 39,910 Accumulated other comprehensive losses (2,402 ) (211 ) (1,806 ) 2,017 (2,402 ) Cost of repurchased stock (33,858 ) — — — (33,858 ) Total stockholders’ equity attributable to Altria 10,545 3,710 22,759 (26,469 ) 10,545 Noncontrolling interests — — 92 — 92 Total stockholders’ equity 10,545 3,710 22,851 (26,469 ) 10,637 Total Liabilities and Stockholders’ Equity $ 48,211 $ 9,451 $ 32,525 $ (37,274 ) $ 52,913 Condensed Consolidating Balance Sheets December 31, 2018 (in millions of dollars) Altria PM USA Non- Total Consolidated Assets Cash and cash equivalents $ 1,277 $ — $ 56 $ — $ 1,333 Receivables — 18 124 — 142 Inventories: Leaf tobacco — 561 379 — 940 Other raw materials — 123 63 — 186 Work in process — 2 645 — 647 Finished product — 128 430 — 558 — 814 1,517 — 2,331 Due from Altria and subsidiaries 46 3,828 1,194 (5,068 ) — Income taxes 100 94 — (27 ) 167 Other current assets 41 167 118 — 326 Total current assets 1,464 4,921 3,009 (5,095 ) 4,299 Property, plant and equipment, at cost — 2,928 2,022 — 4,950 Less accumulated depreciation — 2,111 901 — 3,012 — 817 1,121 — 1,938 Goodwill — — 5,196 — 5,196 Other intangible assets, net — 2 12,277 — 12,279 Investments in equity securities 17,696 — 12,800 — 30,496 Investment in consolidated subsidiaries 25,996 2,825 — (28,821 ) — Due from Altria and subsidiaries 4,790 — — (4,790 ) — Other assets 193 955 952 (670 ) 1,430 Total Assets $ 50,139 $ 9,520 $ 35,355 $ (39,376 ) $ 55,638 Condensed Consolidating Balance Sheets (Continued) December 31, 2018 (in millions of dollars) Altria PM USA Non- Total Consolidated Liabilities Short-term borrowings $ 12,704 $ — $ — $ — $ 12,704 Current portion of long-term debt 1,144 — — — 1,144 Accounts payable 1 91 307 — 399 Accrued liabilities: Marketing — 483 103 — 586 Settlement charges — 3,448 6 — 3,454 Other 295 524 611 (27 ) 1,403 Dividends payable 1,503 — — — 1,503 Due to Altria and subsidiaries 4,499 407 162 (5,068 ) — Total current liabilities 20,146 4,953 1,189 (5,095 ) 21,193 Long-term debt 11,898 — — — 11,898 Deferred income taxes 3,010 — 2,832 (670 ) 5,172 Accrued pension costs 187 — 357 — 544 Accrued postretirement health care costs — 1,072 677 — 1,749 Due to Altria and subsidiaries — — 4,790 (4,790 ) — Other liabilities 111 47 96 — 254 Total liabilities 35,352 6,072 9,941 (10,555 ) 40,810 Contingencies Redeemable noncontrolling interest — — 39 — 39 Stockholders’ Equity Common stock 935 — 9 (9 ) 935 Additional paid-in capital 5,961 3,310 25,047 (28,357 ) 5,961 Earnings reinvested in the business 43,962 359 2,201 (2,560 ) 43,962 Accumulated other comprehensive losses (2,547 ) (221 ) (1,884 ) 2,105 (2,547 ) Cost of repurchased stock (33,524 ) — — — (33,524 ) Total stockholders’ equity attributable to Altria 14,787 3,448 25,373 (28,821 ) 14,787 Noncontrolling interests — — 2 — 2 Total stockholders’ equity 14,787 3,448 25,375 (28,821 ) 14,789 Total Liabilities and Stockholders’ Equity $ 50,139 $ 9,520 $ 35,355 $ (39,376 ) $ 55,638 Condensed Consolidating Statements of Earnings and Comprehensive Earnings For the Nine Months Ended September 30, 2019 (in millions of dollars) Altria PM USA Non- Total Consolidated Net revenues $ — $ 16,140 $ 2,991 $ (28 ) $ 19,103 Cost of sales — 4,594 801 (28 ) 5,367 Excise taxes on products — 3,949 160 — 4,109 Gross profit — 7,597 2,030 — 9,627 Marketing, administration and research costs 125 1,181 348 — 1,654 Asset impairment and exit costs 1 38 35 — 74 Operating income (expense) (126 ) 6,378 1,647 — 7,899 Interest and other debt expense (income), net 892 (64 ) 161 — 989 Net periodic benefit (income) cost, excluding service cost 1 (32 ) (9 ) — (40 ) Earnings from equity investments (640 ) — (226 ) — (866 ) Impairment of JUUL equity securities — — 4,500 — 4,500 Loss on Cronos-related financial instruments — — 1,327 — 1,327 Earnings (losses) before income taxes and equity earnings of subsidiaries (379 ) 6,474 (4,106 ) — 1,989 Provision (benefit) for income taxes (180 ) 1,610 43 — 1,473 Equity earnings of subsidiaries 715 326 — (1,041 ) — Net earnings (losses) 516 5,190 (4,149 ) (1,041 ) 516 Net (earnings) losses attributable to noncontrolling interests — — — — — Net earnings (losses) attributable to Altria $ 516 $ 5,190 $ (4,149 ) $ (1,041 ) $ 516 Net earnings (losses) $ 516 $ 5,190 $ (4,149 ) $ (1,041 ) $ 516 Other comprehensive earnings (losses), net of deferred income taxes 145 10 78 (88 ) 145 Comprehensive earnings (losses) 661 5,200 (4,071 ) (1,129 ) 661 Comprehensive (earnings) losses attributable to noncontrolling interests — — — — — Comprehensive earnings (losses) attributable to Altria $ 661 $ 5,200 $ (4,071 ) $ (1,129 ) $ 661 Condensed Consolidating Statements of Earnings and Comprehensive Earnings For the Nine Months Ended September 30, 2018 (in millions of dollars) Altria PM USA Non- Guarantor Subsidiaries Total Consolidating Adjustments Consolidated Net revenues $ — $ 16,339 $ 2,938 $ (27 ) $ 19,250 Cost of sales — 4,666 870 (27 ) 5,509 Excise taxes on products — 4,245 164 — 4,409 Gross profit — 7,428 1,904 — 9,332 Marketing, administration and research costs 122 1,400 437 — 1,959 Asset impairment and exit costs — — 2 — 2 Operating income (expense) (122 ) 6,028 1,465 — 7,371 Interest and other debt expense (income), net 378 (37 ) 162 — 503 Net periodic benefit (income) cost, excluding service cost 3 (33 ) (7 ) — (37 ) Earnings from equity investments (759 ) — — — (759 ) Loss on ABI/SABMiller business combination 33 — — — 33 Earnings (losses) before income taxes and equity earnings of subsidiaries 223 6,098 1,310 — 7,631 Provision (benefit) for income taxes 67 1,537 311 — 1,915 Equity earnings of subsidiaries 5,557 310 — (5,867 ) — Net earnings (losses) 5,713 4,871 999 (5,867 ) 5,716 Net (earnings) losses attributable to noncontrolling interests — — (3 ) — (3 ) Net earnings (losses) attributable to Altria $ 5,713 $ 4,871 $ 996 $ (5,867 ) $ 5,713 Net earnings (losses) $ 5,713 $ 4,871 $ 999 $ (5,867 ) $ 5,716 Other comprehensive earnings (losses), net of deferred income taxes (137 ) 10 109 (119 ) (137 ) Comprehensive earnings (losses) 5,576 4,881 1,108 (5,986 ) 5,579 Comprehensive (earnings) losses attributable to noncontrolling interests — — (3 ) — (3 ) Comprehensive earnings (losses) attributable to Altria $ 5,576 $ 4,881 $ 1,105 $ (5,986 ) $ 5,576 Condensed Consolidating Statements of Earnings and Comprehensive Earnings For the Three Months Ended September 30, 2019 (in millions of dollars) Altria PM USA Non- Total Consolidated Net revenues $ — $ 5,804 $ 1,062 $ (10 ) $ 6,856 Cost of sales — 1,644 281 (10 ) 1,915 Excise taxes on products — 1,391 53 — 1,444 Gross profit — 2,769 728 — 3,497 Marketing, administration and research costs 41 392 119 — 552 Asset impairment and exit costs — — 1 — 1 Operating income (expense) (41 ) 2,377 608 — 2,944 Interest and other debt expense (income), net 258 (20 ) 55 — 293 Net periodic benefit (income) cost, excluding service cost — (19 ) (5 ) — (24 ) Earnings from equity investments (252 ) — (81 ) — (333 ) Impairment of JUUL equity securities — — 4,500 — 4,500 Loss on Cronos-related financial instruments — — 636 — 636 Earnings (losses) before income taxes and equity earnings of subsidiaries (47 ) 2,416 (4,497 ) — (2,128 ) Provision (benefit) for income taxes (93 ) 590 (23 ) — 474 Equity earnings of subsidiaries (2,646 ) 117 — 2,529 — Net earnings (losses) (2,600 ) 1,943 (4,474 ) 2,529 (2,602 ) Net (earnings) losses attributable to noncontrolling interests — — 2 — 2 Net earnings (losses) attributable to Altria $ (2,600 ) $ 1,943 $ (4,472 ) $ 2,529 $ (2,600 ) Net earnings (losses) $ (2,600 ) $ 1,943 $ (4,474 ) $ 2,529 $ (2,602 ) Other comprehensive earnings (losses), net of deferred income taxes 244 1 20 (21 ) 244 Comprehensive earnings (losses) (2,356 ) 1,944 (4,454 ) 2,508 (2,358 ) Comprehensive (earnings) losses attributable to noncontrolling interests — — 2 — 2 Comprehensive earnings (losses) attributable to Altria $ (2,356 ) $ 1,944 $ (4,452 ) $ 2,508 $ (2,356 ) Condensed Consolidating Statements of Earnings and Comprehensive Earnings For the Three Months Ended September 30, 2018 (in millions of dollars) Altria PM USA Non- Total Consolidated Net revenues $ — $ 5,811 $ 1,035 $ (9 ) $ 6,837 Cost of sales — 1,736 310 (9 ) 2,037 Excise taxes on products — 1,491 54 — 1,545 Gross profit — 2,584 671 — 3,255 Marketing, administration and research costs 45 491 164 — 700 Asset impairment and exit costs — — (2 ) — (2 ) Operating income (expense) (45 ) 2,093 509 — 2,557 Interest and other debt expense (income), net 127 (20 ) 52 — 159 Net periodic benefit (income) cost, excluding service cost 1 (18 ) (4 ) — (21 ) Earnings from equity investments (189 ) — — — (189 ) Earnings (losses) before income taxes and equity earnings of subsidiaries 16 2,131 461 — 2,608 Provision (benefit) for income taxes 21 539 104 — 664 Equity earnings of subsidiaries 1,948 119 — (2,067 ) — Net earnings (losses) 1,943 1,711 357 (2,067 ) 1,944 Net (earnings) losses attributable to noncontrolling interests — — (1 ) — (1 ) Net earnings (losses) attributable to Altria $ 1,943 $ 1,711 $ 356 $ (2,067 ) $ 1,943 Net earnings (losses) $ 1,943 $ 1,711 $ 357 $ (2,067 ) $ 1,944 Other comprehensive earnings (losses), net of deferred income taxes (382 ) 2 36 (38 ) (382 ) Comprehensive earnings (losses) 1,561 1,713 393 (2,105 ) 1,562 Comprehensive (earnings) losses attributable to noncontrolling interests — — (1 ) — (1 ) Comprehensive earnings (losses) attributable to Altria $ 1,561 $ 1,713 $ 392 $ (2,105 ) $ 1,561 Condensed Consolidating Statements of Cash Flows For the Nine Months Ended September 30, 2019 (in millions of dollars) Altria PM USA Non- Guarantor Subsidiaries Total Consolidating Adjustments Consolidated Cash Provided by (Used In) Operating Activities Net cash provided by (used in) operating activities $ 5,330 $ 4,862 $ 1,009 $ (5,927 ) $ 5,274 Cash Provided by (Used in) Investing Activities Capital expenditures — (26 ) (134 ) — (160 ) Investment in Cronos — — (1,863 ) — (1,863 ) Acquisition of businesses and assets — — (421 ) — (421 ) Investment in consolidated subsidiaries (2,446 ) — — 2,446 — Other, net 22 1 9 — 32 Net cash provided by (used in) investing activities (2,424 ) (25 ) (2,409 ) 2,446 (2,412 ) Cash Provided by (Used in) Financing Activities Repayment of short-term borrowings (12,800 ) — — — (12,800 ) Long-term debt issued 16,265 — — — 16,265 Long-term debt repaid (1,144 ) — — — (1,144 ) Repurchases of common stock (346 ) — — — (346 ) Dividends paid on common stock (4,498 ) — — — (4,498 ) Changes in amounts due to/from Altria and subsidiaries 3 42 2,401 (2,446 ) — Cash dividends paid to parent — (4,938 ) (989 ) 5,927 — Other, net (122 ) — (5 ) — (127 ) Net cash provided by (used in) financing activities (2,642 ) (4,896 ) 1,407 3,481 (2,650 ) Cash, cash equivalents and restricted cash (1) : Increase (decrease) 264 (59 ) 7 — 212 Balance at beginning of period 1,277 100 56 — 1,433 Balance at end of period $ 1,541 $ 41 $ 63 $ — $ 1,645 (1) Restricted cash consisted of cash deposits collateralizing appeal bonds posted by PM USA to obtain stays of judgments pending appeals. See Note 13 . Contingencies . Condensed Consolidating Statements of Cash Flows For the Nine Months Ended September 30, 2018 (in millions of dollars) Altria PM USA Non- Guarantor Subsidiaries Total Consolidating Adjustments Consolidated Cash Provided by (Used In) Operating Activities Net cash provided by (used in) operating activities $ 4,806 $ 5,801 $ 1,123 $ (5,164 ) $ 6,566 Cash Provided by (Used in) Investing Activities Capital expenditures — (33 ) (99 ) — (132 ) Acquisition of businesses and assets — — (15 ) — (15 ) Investment in consolidated subsidiaries (191 ) — — 191 — Other, net 8 — 2 — 10 Net cash provided by (used in) investing activities (183 ) (33 ) (112 ) 191 (137 ) Cash Provided by (Used in) Financing Activities Repurchases of common stock (1,317 ) — — — (1,317 ) Dividends paid on common stock (3,909 ) — — — (3,909 ) Changes in amounts due to/from Altria and subsidiaries 1,767 (1,565 ) (11 ) (191 ) — Cash dividends paid to parent — (4,166 ) (998 ) 5,164 — Other (21 ) — (4 ) — (25 ) Net cash provided by (used in) financing activities (3,480 ) (5,731 ) (1,013 ) 4,973 (5,251 ) Cash, cash equivalents and restricted cash (1) : Increase (decrease) 1,143 37 (2 ) — 1,178 Balance at beginning of period 1,203 62 49 — 1,314 Balance at end of period $ 2,346 $ 99 $ 47 $ — $ 2,492 (1) Restricted cash consisted of cash deposits collateralizing appeal bonds posted by PM USA to obtain stays of judgments pending appeals. See Note 13 . Contingencies . |