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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2022
OR
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the transition period
from
to
Commission File Number 1-08940
Altria Group, Inc.
(Exact name of registrant as specified in its charter)
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Virginia |
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13-3260245 |
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(State or other jurisdiction of incorporation or
organization) |
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(I.R.S. Employer
Identification No.) |
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6601 West Broad Street, |
Richmond, |
Virginia |
23230 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area
code (804)
274-2200
Former
name, former address and former fiscal year, if changed since last
report
Securities registered pursuant to Section 12(b) of the
Act:
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Title
of each
class
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Trading Symbols |
Name of each exchange on which registered |
Common Stock, $0.33 1/3 par value
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MO |
New York Stock Exchange |
1.000% Notes due 2023
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MO23A |
New York Stock Exchange |
1.700% Notes due 2025
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MO25 |
New York Stock Exchange |
2.200% Notes due 2027
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MO27 |
New York Stock Exchange |
3.125% Notes due 2031
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MO31 |
New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes
þ
No
¨
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such
files). Yes
þ No ¨
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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Large accelerated filer |
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þ |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☐ |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☐ |
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
¨
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No þ
At October 18, 2022, there were 1,792,172,618 shares outstanding of
the registrant’s common stock, par value $0.33 1/3 per
share.
ALTRIA GROUP, INC.
TABLE OF CONTENTS
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Page No. |
PART I - |
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FINANCIAL INFORMATION |
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Item 1. |
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Financial Statements (Unaudited) |
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Item 2. |
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Item 3. |
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Item 4. |
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PART II - |
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OTHER INFORMATION |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 6. |
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Signature |
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Altria Group, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in millions of dollars)
(Unaudited)
______________________________
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September 30, 2022 |
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December 31, 2021 |
Assets |
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Cash and cash equivalents |
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$ |
2,483 |
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$ |
4,544 |
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Receivables |
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52 |
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47 |
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Inventories: |
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Leaf tobacco |
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609 |
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744 |
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Other raw materials |
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189 |
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166 |
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Work in process |
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27 |
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23 |
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Finished product |
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281 |
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261 |
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1,106 |
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1,194 |
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Other current assets |
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379 |
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298 |
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Total current assets |
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4,020 |
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6,083 |
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Property, plant and equipment, at cost |
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4,409 |
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4,432 |
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Less accumulated depreciation |
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2,822 |
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2,879 |
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1,587 |
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1,553 |
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Goodwill |
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5,177 |
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5,177 |
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Other intangible assets, net |
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12,353 |
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12,306 |
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Investments in equity securities ($351 million and $1,720 million
at September 30, 2022 and December 31, 2021, respectively, measured
at fair value)
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9,814 |
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13,481 |
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Other assets |
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1,002 |
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923 |
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Total Assets |
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$ |
33,953 |
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$ |
39,523 |
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See notes to condensed consolidated financial
statements.
Altria Group, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Continued)
(in millions of dollars, except share and per share
data)
(Unaudited)
________________________________________________
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September 30, 2022 |
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December 31, 2021 |
Liabilities |
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Current portion of long-term debt |
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$ |
1,443 |
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$ |
1,105 |
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Accounts payable |
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417 |
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449 |
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Accrued liabilities: |
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Marketing |
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691 |
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664 |
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Settlement charges |
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2,731 |
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3,349 |
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Other |
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1,122 |
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1,365 |
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Dividends payable |
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1,693 |
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1,647 |
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Total current liabilities |
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8,097 |
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8,579 |
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Long-term debt |
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24,848 |
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26,939 |
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Deferred income taxes |
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3,330 |
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3,692 |
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Accrued pension costs |
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196 |
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200 |
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Accrued postretirement health care costs |
|
1,436 |
|
|
1,436 |
|
Other liabilities |
|
278 |
|
|
283 |
|
Total liabilities |
|
38,185 |
|
|
41,129 |
|
Contingencies (Note 11) |
|
|
|
|
|
|
|
|
|
Stockholders’ Equity (Deficit) |
|
|
|
|
Common stock, par value $0.33 1/3 per share
(2,805,961,317 shares issued)
|
|
935 |
|
|
935 |
|
Additional paid-in capital |
|
5,873 |
|
|
5,857 |
|
Earnings reinvested in the business |
|
28,785 |
|
|
30,664 |
|
Accumulated other comprehensive losses |
|
(2,383) |
|
|
(3,056) |
|
Cost of repurchased stock
(1,012,146,048 shares at September 30, 2022 and
982,785,699 shares at December 31, 2021)
|
|
(37,442) |
|
|
(36,006) |
|
Total stockholders’ equity (deficit) |
|
(4,232) |
|
|
(1,606) |
|
Total Liabilities and Stockholders’ Equity (Deficit) |
|
$ |
33,953 |
|
|
$ |
39,523 |
|
See notes to condensed consolidated financial
statements.
Altria Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings (Losses)
(in millions of dollars, except per share data)
(Unaudited)
_____________________________________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, |
|
For the Three Months Ended September 30, |
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Net revenues |
|
$ |
18,985 |
|
|
$ |
19,758 |
|
|
$ |
6,550 |
|
|
$ |
6,786 |
|
Cost of sales |
|
4,869 |
|
|
5,348 |
|
|
1,715 |
|
|
1,858 |
|
Excise taxes on products |
|
3,380 |
|
|
3,733 |
|
|
1,138 |
|
|
1,255 |
|
Gross profit |
|
10,736 |
|
|
10,677 |
|
|
3,697 |
|
|
3,673 |
|
Marketing, administration and research costs |
|
1,635 |
|
|
1,850 |
|
|
585 |
|
|
722 |
|
Operating income |
|
9,101 |
|
|
8,827 |
|
|
3,112 |
|
|
2,951 |
|
Interest and other debt expense, net |
|
832 |
|
|
869 |
|
|
271 |
|
|
266 |
|
Loss on early extinguishment of debt |
|
— |
|
|
649 |
|
|
— |
|
|
— |
|
Net periodic benefit income, excluding service cost |
|
(137) |
|
|
(152) |
|
|
(44) |
|
|
(63) |
|
(Income) losses from investments in equity securities |
|
3,707 |
|
|
5,789 |
|
|
2,478 |
|
|
5,915 |
|
|
|
|
|
|
|
|
|
|
(Gain) loss on Cronos-related financial instruments |
|
14 |
|
|
128 |
|
|
— |
|
|
135 |
Earnings (losses) before income taxes |
|
4,685 |
|
|
1,544 |
|
|
407 |
|
|
(3,302) |
|
Provision (benefit) for income taxes |
|
1,611 |
|
|
693 |
|
|
183 |
|
|
(582) |
|
Net earnings (losses) |
|
3,074 |
|
|
851 |
|
|
224 |
|
|
(2,720) |
|
Net (earnings) losses attributable to noncontrolling
interests |
|
— |
|
|
— |
|
|
— |
|
|
(2) |
|
Net earnings (losses) attributable to Altria |
|
$ |
3,074 |
|
|
$ |
851 |
|
|
$ |
224 |
|
|
$ |
(2,722) |
|
Per share data: |
|
|
|
|
|
|
|
|
Basic and diluted earnings (losses) per share attributable to
Altria |
|
$ |
1.69 |
|
|
$ |
0.46 |
|
|
$ |
0.12 |
|
|
$ |
(1.48) |
|
See notes to condensed consolidated financial
statements.
Altria Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Earnings
(Losses)
(in millions of dollars)
(Unaudited)
_____________________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, |
|
For the Three Months Ended September 30, |
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Net earnings (losses) |
|
$ |
3,074 |
|
|
$ |
851 |
|
|
$ |
224 |
|
|
$ |
(2,720) |
|
Other comprehensive earnings (losses), net of deferred income
taxes: |
|
|
|
|
|
|
|
|
Benefit plans |
|
48 |
|
|
383 |
|
|
17 |
|
|
6 |
|
ABI |
|
637 |
|
|
495 |
|
|
(6) |
|
|
161 |
|
Currency translation adjustments and other |
|
(12) |
|
|
33 |
|
|
(17) |
|
|
5 |
|
Other comprehensive earnings (losses), net of deferred
income taxes
|
|
673 |
|
|
911 |
|
|
(6) |
|
|
172 |
|
|
|
|
|
|
|
|
|
|
Comprehensive earnings (losses) |
|
3,747 |
|
|
1,762 |
|
|
218 |
|
|
(2,548) |
|
Comprehensive (earnings) losses attributable to noncontrolling
interests |
|
— |
|
|
— |
|
|
— |
|
|
(2) |
|
Comprehensive earnings (losses) attributable to Altria |
|
$ |
3,747 |
|
|
$ |
1,762 |
|
|
$ |
218 |
|
|
$ |
(2,550) |
|
See notes to condensed consolidated financial
statements.
Altria Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(Deficit)
for the Nine Months Ended September 30, 2022 and 2021
(in millions of dollars, except per share data)
(Unaudited)
_______________________________________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock |
|
Additional
Paid-in
Capital |
|
Earnings
Reinvested
in the
Business |
|
Accumulated
Other
Comprehensive
Losses |
|
Cost of
Repurchased
Stock |
|
|
|
Total
Stockholders’
Equity (Deficit) |
Balances, December 31, 2021 |
|
$ |
935 |
|
|
$ |
5,857 |
|
|
$ |
30,664 |
|
|
$ |
(3,056) |
|
|
$ |
(36,006) |
|
|
|
|
$ |
(1,606) |
|
Net earnings (losses) |
|
— |
|
|
— |
|
|
3,074 |
|
|
— |
|
|
— |
|
|
|
|
3,074 |
|
Other comprehensive earnings (losses), net of deferred income
taxes |
|
— |
|
|
— |
|
|
— |
|
|
673 |
|
|
— |
|
|
|
|
673 |
|
Stock award activity |
|
— |
|
|
16 |
|
|
— |
|
|
— |
|
|
15 |
|
|
|
|
31 |
|
Cash dividends declared ($2.74 per share)
|
|
— |
|
|
— |
|
|
(4,953) |
|
|
— |
|
|
— |
|
|
|
|
(4,953) |
|
Repurchases of common stock |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,451) |
|
|
|
|
(1,451) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, September 30, 2022
|
|
$ |
935 |
|
|
$ |
5,873 |
|
|
$ |
28,785 |
|
|
$ |
(2,383) |
|
|
$ |
(37,442) |
|
|
|
|
$ |
(4,232) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to Altria |
|
|
|
|
|
|
Common
Stock |
|
Additional
Paid-in
Capital |
|
Earnings
Reinvested
in the
Business |
|
Accumulated
Other
Comprehensive
Losses |
|
Cost of
Repurchased
Stock |
|
Non-
controlling
Interests |
|
Total
Stockholders’
Equity (Deficit) |
Balances, December 31, 2020 |
|
$ |
935 |
|
|
$ |
5,910 |
|
|
$ |
34,679 |
|
|
$ |
(4,341) |
|
|
$ |
(34,344) |
|
|
$ |
86 |
|
|
$ |
2,925 |
|
Net earnings (losses) |
|
— |
|
|
— |
|
|
851 |
|
|
— |
|
|
— |
|
|
(4) |
|
|
847 |
|
Other comprehensive earnings (losses), net of deferred income
taxes
|
|
— |
|
|
— |
|
|
— |
|
|
911 |
|
|
— |
|
|
— |
|
|
911 |
|
Stock award activity
|
|
— |
|
|
13 |
|
|
— |
|
|
— |
|
|
13 |
|
|
— |
|
|
26 |
|
Cash dividends declared ($2.62 per share)
|
|
— |
|
|
— |
|
|
(4,845) |
|
|
— |
|
|
— |
|
|
— |
|
|
(4,845) |
|
Repurchases of common stock |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(972) |
|
|
— |
|
|
(972) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
(1)
|
|
— |
|
|
(77) |
|
|
— |
|
|
— |
|
|
— |
|
|
(80) |
|
|
(157) |
|
Balances, September 30, 2021
|
|
$ |
935 |
|
|
$ |
5,846 |
|
|
$ |
30,685 |
|
|
$ |
(3,430) |
|
|
$ |
(35,303) |
|
|
$ |
2 |
|
|
$ |
(1,265) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Represents the purchase of the remaining noncontrolling interests
in Helix in the second quarter of 2021.
See notes to condensed consolidated financial
statements.
Altria Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(Deficit)
for the Three Months Ended September 30, 2022 and 2021
(in
millions of dollars, except per share data)
(Unaudited)
_______________________________________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock |
|
Additional
Paid-in
Capital |
|
Earnings
Reinvested
in the
Business |
|
Accumulated
Other
Comprehensive
Losses |
|
Cost of
Repurchased
Stock |
|
|
|
Total
Stockholders’
Equity (Deficit) |
Balances, June 30, 2022 |
|
$ |
935 |
|
|
$ |
5,861 |
|
|
$ |
30,252 |
|
|
$ |
(2,377) |
|
|
$ |
(37,074) |
|
|
|
|
$ |
(2,403) |
|
Net earnings (losses) |
|
— |
|
|
— |
|
|
224 |
|
|
— |
|
|
— |
|
|
|
|
224 |
|
Other comprehensive earnings (losses), net of deferred income
taxes
|
|
— |
|
|
— |
|
|
— |
|
|
(6) |
|
|
— |
|
|
|
|
(6) |
|
Stock award activity
|
|
— |
|
|
12 |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
12 |
|
Cash dividends declared ($0.94 per share)
|
|
— |
|
|
— |
|
|
(1,691) |
|
|
— |
|
|
— |
|
|
|
|
(1,691) |
|
Repurchases of common stock |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(368) |
|
|
|
|
(368) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, September 30, 2022
|
|
$ |
935 |
|
|
$ |
5,873 |
|
|
$ |
28,785 |
|
|
$ |
(2,383) |
|
|
$ |
(37,442) |
|
|
|
|
$ |
(4,232) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to Altria |
|
|
|
|
|
|
Common
Stock |
|
Additional
Paid-in
Capital |
|
Earnings
Reinvested
in the
Business |
|
Accumulated
Other
Comprehensive
Losses |
|
Cost of
Repurchased
Stock |
|
Non-
controlling
Interests |
|
Total
Stockholders’
Equity (Deficit) |
Balances, June 30, 2021 |
|
$ |
935 |
|
|
$ |
5,840 |
|
|
$ |
35,065 |
|
|
$ |
(3,602) |
|
|
$ |
(34,981) |
|
|
$ |
2 |
|
|
$ |
3,259 |
|
Net earnings (losses) |
|
— |
|
|
— |
|
|
(2,722) |
|
|
— |
|
|
— |
|
|
— |
|
|
(2,722) |
|
Other comprehensive earnings (losses), net of deferred income
taxes
|
|
— |
|
|
— |
|
|
— |
|
|
172 |
|
|
— |
|
|
— |
|
|
172 |
|
Stock award activity
|
|
— |
|
|
6 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
6 |
|
Cash dividends declared ($0.90 per share)
|
|
— |
|
|
— |
|
|
(1,658) |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,658) |
|
Repurchases of common stock |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(322) |
|
|
— |
|
|
(322) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, September 30, 2021
|
|
$ |
935 |
|
|
$ |
5,846 |
|
|
$ |
30,685 |
|
|
$ |
(3,430) |
|
|
$ |
(35,303) |
|
|
$ |
2 |
|
|
$ |
(1,265) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to condensed consolidated financial
statements.
Altria Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(in millions of dollars)
(Unaudited)
_____________________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, |
|
2022 |
|
2021 |
Cash Provided by (Used in) Operating Activities |
|
|
|
|
Net earnings (losses) |
|
$ |
3,074 |
|
|
$ |
851 |
|
Adjustments to reconcile net earnings (losses) to operating cash
flows: |
|
|
|
|
Depreciation and amortization |
|
163 |
|
|
190 |
|
Deferred income tax provision (benefit) |
|
(550) |
|
|
(1,180) |
|
(Income) losses from investments in equity securities |
|
3,707 |
|
|
5,789 |
|
Dividends from ABI |
|
104 |
|
|
119 |
|
|
|
|
|
|
(Gain) loss on Cronos-related financial instruments |
|
14 |
|
|
128 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on early extinguishment of debt |
|
— |
|
|
649 |
|
|
|
|
|
|
Cash effects of changes: |
|
|
|
|
Receivables |
|
(5) |
|
|
(7) |
|
Inventories |
|
88 |
|
|
118 |
|
Accounts payable |
|
(27) |
|
|
3 |
|
Income taxes |
|
49 |
|
|
(200) |
|
Accrued liabilities and other current assets |
|
(382) |
|
|
(104) |
|
Accrued settlement charges |
|
(618) |
|
|
(568) |
|
Pension plan contributions |
|
(11) |
|
|
(23) |
|
Pension and postretirement (income) cost, net |
|
(110) |
|
|
(127) |
|
Other, net |
|
141 |
|
|
104 |
|
Net cash provided by (used in) operating activities |
|
5,637 |
|
|
5,742 |
|
Cash Provided by (Used in) Investing Activities |
|
|
|
|
Capital expenditures |
|
(147) |
|
|
(102) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other, net |
|
(68) |
|
|
60 |
|
Net cash provided by (used in) investing activities |
|
$ |
(215) |
|
|
$ |
(42) |
|
See notes to condensed consolidated financial
statements.
Altria Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Continued)
(in millions of dollars)
(Unaudited)
_____________________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, |
|
2022 |
|
2021 |
Cash Provided by (Used in) Financing Activities |
|
|
|
|
Long-term debt issued |
|
$ |
— |
|
|
$ |
5,472 |
|
Long-term debt repaid |
|
(1,105) |
|
|
(6,542) |
|
Repurchases of common stock |
|
(1,451) |
|
|
(972) |
|
Dividends paid on common stock |
|
(4,908) |
|
|
(4,787) |
|
Premiums and fees related to early extinguishment of
debt |
|
— |
|
|
(623) |
|
Other, net |
|
(12) |
|
|
(216) |
|
Net cash provided by (used in) financing activities |
|
(7,476) |
|
|
(7,668) |
|
Cash, cash equivalents and restricted cash: |
|
|
|
|
Increase (decrease) |
|
(2,054) |
|
|
(1,968) |
|
Balance at beginning of period |
|
4,594 |
|
|
5,006 |
|
Balance at end of period |
|
$ |
2,540 |
|
|
$ |
3,038 |
|
|
|
|
|
|
The following table provides a reconciliation of cash, cash
equivalents and restricted cash
(1)
to the amounts reported on Altria’s condensed consolidated balance
sheets:
|
|
|
At September 30, 2022 |
|
At December 31, 2021 |
Cash and cash equivalents |
|
$ |
2,483 |
|
|
$ |
4,544 |
|
Restricted cash included in other current assets |
|
15 |
|
|
— |
|
Restricted cash included in other assets |
|
42 |
|
|
50 |
|
|
|
|
|
|
Cash, cash equivalents and restricted cash |
|
$ |
2,540 |
|
|
$ |
4,594 |
|
(1)
Restricted cash consisted primarily of cash deposits
collateralizing appeal bonds posted by PM USA to obtain stays of
judgments pending appeals. See Note 11.
Contingencies.
See notes to condensed consolidated financial
statements.
Altria Group, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1. Background and Basis of Presentation
When used in these notes, the terms
“Altria,”
“we,” “us” and “our” refer to either (i) Altria Group, Inc. and its
consolidated subsidiaries or (ii) Altria Group, Inc. only and not
its consolidated subsidiaries, as appropriate in the
context.
▪Background:
At September 30, 2022, our wholly owned subsidiaries included
Philip Morris USA Inc. (“PM USA”), which is engaged in the
manufacture and sale of cigarettes in the United States; John
Middleton Co. (“Middleton”), which is engaged in the manufacture
and sale of machine-made large cigars and pipe tobacco and is a
wholly owned subsidiary of PM USA; UST LLC (“UST”), which through
its wholly owned subsidiary U.S. Smokeless Tobacco Company LLC
(“USSTC”), is engaged in the manufacture and sale of moist
smokeless tobacco products (“MST”) and snus products; Helix
Innovations LLC (“Helix”), which operates in the United States and
Canada, and Helix Innovations GmbH and its affiliates (“Helix
ROW”), which operate internationally in the rest-of-world, are
engaged in the manufacture and sale of oral nicotine pouches; and
Philip Morris Capital Corporation, which has one leveraged lease
remaining. Other wholly owned subsidiaries included Altria Group
Distribution Company, which provides sales and distribution
services to our domestic tobacco operating companies, and Altria
Client Services LLC (“ALCS”), which provides various support
services to our companies in areas such as legal, regulatory,
consumer engagement, finance, human resources and external affairs.
Altria’s access to the operating cash flows of our wholly owned
subsidiaries consists of cash received from the payment of
dividends and distributions, and the payment of interest on
intercompany loans by our subsidiaries. At September 30, 2022,
our significant wholly owned subsidiaries were not limited by
contractual obligations in their ability to pay cash dividends or
make other distributions with respect to their equity
interests.
On October 1, 2021, UST sold its subsidiary, International Wine
& Spirits Ltd., which included Ste. Michelle Wine Estates Ltd.
(“Ste. Michelle”).
At September 30, 2022, we had investments in the following
equity securities: Anheuser-Busch InBev SA/NV (“ABI”), Cronos Group
Inc. (“Cronos”) and JUUL Labs, Inc. (“JUUL”). We account for our
investments in ABI and Cronos under the equity method of accounting
using a one-quarter lag. We account for our investment in JUUL at
fair value.
For further discussion of our investments in equity securities, see
Note 3.
Investments in Equity Securities.
▪Dividends
and Share Repurchases:
In August 2022, our Board of Directors (“Board of Directors” or
“Board”) approved a 4.4% increase in the quarterly dividend rate to
$0.94 per share of our common stock versus the previous rate of
$0.90 per share. The current annualized dividend rate is $3.76.
Future dividend payments remain subject to the discretion of our
Board.
In January 2021, our Board of Directors authorized a $2.0 billion
share repurchase program that it expanded to $3.5 billion in
October 2021 (as expanded, the “January 2021 share repurchase
program”). At September 30, 2022, we had $374 million
remaining in the January 2021 share repurchase program. The timing
of share repurchases under this program depends upon marketplace
conditions and other factors, and the program remains subject to
the discretion of our Board.
Our share repurchase activity was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, |
|
For the Three Months Ended September 30, |
(in millions, except per share data) |
2022 |
|
2021 |
|
2022 |
|
2021 |
Total number of shares repurchased
|
29.9 |
|
|
20.2 |
|
|
8.5 |
|
|
6.7 |
|
Aggregate cost of shares repurchased
|
$ |
1,451 |
|
|
$ |
972 |
|
|
$ |
368 |
|
|
$ |
322 |
|
Average price per share of shares repurchased
|
$ |
48.60 |
|
|
$ |
48.17 |
|
|
$ |
43.68 |
|
|
$ |
48.35 |
|
▪Basis
of Presentation:
Our interim condensed consolidated financial statements are
unaudited. Our management believes that all adjustments necessary
for a fair statement of the interim results presented have been
reflected in our interim condensed consolidated financial
statements. All such adjustments were of a normal recurring nature.
Net revenues and net earnings for any interim period are not
necessarily indicative of results that may be expected for the
entire year.
These statements should be read in conjunction with our audited
consolidated financial statements and related notes, which appear
in our Annual Report on Form 10-K for the year ended December 31,
2021.
On January 1, 2022, we adopted Accounting Standards Update (“ASU”)
2020-06,
Accounting for Convertible Instruments and Contracts in an Entity’s
Own Equity
(“ASU No. 2020-06”). This guidance simplifies the accounting for
certain financial
instruments with characteristics of liabilities and equity,
including convertible instruments and contracts in an entity’s own
equity. Our adoption of ASU No. 2020-06 did not have a material
impact on our condensed consolidated financial
statements.
For a description of issued accounting guidance applicable to, but
not yet adopted by, us, see Note 12.
New Accounting Guidance Not Yet Adopted.
Note 2. Revenues from Contracts with Customers
We disaggregate net revenues based on product type. For further
discussion, see Note 8.
Segment Reporting.
We calculate substantially all cash discounts, offered to customers
for prompt payment, as a flat rate per unit based on agreed-upon
payment terms. Prior to the first quarter of 2021 for USSTC and the
third quarter of 2021 for PM USA, cash discounts were calculated as
a percentage of the list price based on historical experience and
agreed-upon payment terms. We record receivables net of the cash
discounts on our condensed consolidated balance
sheets.
We record payments received in advance of product shipment as
deferred revenue. These payments are included in other accrued
liabilities on our condensed consolidated balance sheets until
control of such products is obtained by the customer. Deferred
revenue was $310 million and $287 million at September 30,
2022 and December 31, 2021, respectively. When cash is
received in advance of product shipment, we satisfy our performance
obligations within three days of receiving payment. At
September 30, 2022 and December 31, 2021, there were no
differences between amounts recorded as deferred revenue and
amounts subsequently recognized as revenue.
Receivables were $52 million and $47 million at September 30,
2022 and December 31, 2021, respectively. At
September 30, 2022 and December 31, 2021, there were no
expected differences between amounts recorded and subsequently
received, and we did not record an allowance for credit losses
against these receivables.
We record an allowance for returned goods, which is included in
other accrued liabilities on our condensed consolidated balance
sheets. It is USSTC’s policy to accept authorized sales returns
from its customers for products that have passed the freshness date
printed on product packaging due to the limited shelf life of
USSTC’s MST and snus products. We record estimated sales returns,
which are based principally on historical volume and return rates,
as a reduction to revenues. Actual sales returns will differ from
estimated sales returns to the extent actual results differ from
estimated assumptions. We reflect differences between actual and
estimated sales returns in the period in which the actual amounts
become known. These differences, if any, have not had a material
impact on our condensed consolidated financial statements. All
returned goods are destroyed upon return and not included in
inventory. Consequently, we do not record an asset for USSTC’s
right to recover goods from customers upon return.
Sales incentives include variable payments related to goods sold.
We include estimates of variable consideration as a reduction to
revenues upon shipment of goods to customers. The sales incentives
that require significant estimates and judgments are as
follows:
Price promotion payments-
We make price promotion payments, substantially all of which are
made to our retail partners, to incent the promotion of certain
product offerings in select geographic areas.
Wholesale and retail participation payments-
We make payments to our wholesale and retail partners to incent
merchandising and sharing of sales data in accordance with our
trade agreements.
These estimates primarily include estimated wholesale to retail
sales volume and historical acceptance rates. Actual payments will
differ from estimated payments to the extent actual results differ
from estimated assumptions. Differences between actual and
estimated payments are reflected in the period such information
becomes available. These differences, if any, have not had a
material impact on our condensed consolidated financial
statements.
Note 3. Investments in Equity Securities
The carrying amount of our investments consisted of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
September 30, 2022 |
|
December 31, 2021 |
ABI |
|
$ |
9,048 |
|
|
$ |
11,144 |
|
JUUL
|
|
350 |
|
|
1,705 |
|
Cronos
(1)
|
|
416 |
|
|
632 |
|
Total
|
|
$ |
9,814 |
|
|
$ |
13,481 |
|
(1)
Our investment in Cronos at September 30, 2022 and December
31, 2021 consisted of our equity method investment in Cronos of
$415 million and $617 million, respectively, and also included the
Cronos warrant and the Fixed-price Preemptive Rights, which are
measured at fair value (collectively, “Investment in Cronos”). See
below for further discussion.
(Income) losses from investments in equity securities consisted of
the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, |
|
For the Three Months Ended September 30, |
(in millions) |
2022 |
|
2021 |
|
2022 |
|
2021 |
ABI
(1)
|
$ |
2,155 |
|
|
$ |
5,644 |
|
|
$ |
2,367 |
|
|
$ |
6,036 |
|
Cronos
(1)
|
197 |
|
|
145 |
|
|
11 |
|
|
(21) |
|
(Income) losses from investments under equity method of
accounting |
2,352 |
|
|
5,789 |
|
|
$ |
2,378 |
|
|
$ |
6,015 |
|
JUUL
(2)
|
1,355 |
|
|
— |
|
|
100 |
|
|
(100) |
|
(Income) losses from investments in equity securities |
$ |
3,707 |
|
|
$ |
5,789 |
|
|
$ |
2,478 |
|
|
$ |
5,915 |
|
(1)
Includes our share of amounts recorded by our investees and
additional adjustments, if required, related to (i) the conversion
from international financial reporting standards to United States
generally accepted accounting principles
(“GAAP”)
and (ii) adjustments to our investment required under the equity
method of accounting.
(2)
Investment in JUUL is accounted for as an investment in an equity
security measured at fair value. See below for further discussion
of the change from equity method of accounting in the third quarter
of 2022.
Investment in ABI
At September 30, 2022, we had an approximate 10% ownership
interest in ABI, consisting of 185 million restricted shares of ABI
(the “Restricted Shares”) and 12 million ordinary shares of ABI.
The Restricted Shares:
▪are
unlisted and not admitted to trading on any stock
exchange;
▪are
convertible by us into ordinary shares of ABI on a one-for-one
basis;
▪rank
equally with ordinary shares of ABI with regards to dividends and
voting rights; and
▪have
director nomination rights with respect to ABI.
The Restricted Shares were subject to a five-year lock-up period
that ended October 10, 2021. As of this filing, we have not elected
to convert our Restricted Shares into ordinary shares of
ABI.
We account for our investment in ABI under the equity method of
accounting because we have the ability to exercise significant
influence over the operating and financial policies of ABI,
including having active representation on ABI’s board of directors
and certain ABI board committees. Through this representation, we
participate in ABI’s policy making processes.
We report our share of ABI’s results using a one-quarter lag
because ABI’s results are not available in time for us to record
them in the concurrent period.
The fair value of our equity investment in ABI is based on (i)
unadjusted quoted prices in active markets for ABI’s ordinary
shares and was classified in Level 1 of the fair value hierarchy
and (ii) observable inputs other than Level 1 prices, such as
quoted prices for similar assets for the Restricted Shares, and was
classified in Level 2 of the fair value hierarchy. We can convert
the Restricted Shares to ordinary shares at our discretion.
Therefore, the fair value of each Restricted Share is based on the
value of an ordinary share.
At December 31, 2021, the fair value of our equity investment
in ABI was $11.9 billion (carrying value of $11.1 billion), which
exceeded its carrying value by $0.8 billion or approximately 7%. In
May 2022, the fair value of our equity investment in ABI declined
below its carrying value and has not recovered. At June 30, 2022,
the fair value of our equity investment in ABI was below its
carrying value by $1.1 billion or approximately 9%. Accounting
guidance requires the evaluation of the following factors when
determining if the decline in fair value is other than temporary:
(i) the duration and magnitude of the fair value decline; (ii) the
financial condition and near-term prospects of the investee; and
(iii) the investor’s intent and ability to hold its equity
investment until recovery. In preparing our financial statements
for the period ended June 30, 2022, we evaluated these factors and
concluded that the decline in fair value of our equity investment
in ABI at June 30, 2022 below its carrying value was temporary and,
therefore, no impairment was recorded at that time.
In preparing our financial statements for the period ended
September 30, 2022, we considered the same accounting guidance
described above to determine if the decline in fair value is other
than temporary. We evaluated the factors related to the fair value
decline, including the macroeconomic and geopolitical factors that
have significantly impacted certain foreign exchange rates and
global equity markets. We concluded that the decline in fair value
of our equity investment in ABI at September 30, 2022 was
other than temporary as we now anticipate that the full recovery to
the carrying value will take longer than previously expected. As a
result, we recorded a non-cash, pre-tax impairment charge of $2.5
billion for the nine and three months ended September 30,
2022, which was recorded to (income) losses from investments in
equity securities in our condensed consolidated statements of
earnings (losses). This impairment charge reflects the difference
between the fair value of our equity investment in ABI using ABI’s
share price at September 30, 2022 and the carrying value of
our equity investment in ABI at September 30, 2022. At
September 30, 2022, prior to recording the impairment charge,
the fair value of our equity investment in ABI was below its
carrying value by approximately 22%. After recording the impairment
charge, each of the fair value and carrying value of our equity
investment in ABI at September 30, 2022 was $9.0
billion.
At September 30, 2022, the carrying value of our equity
investment in ABI exceeded its share of ABI’s net assets
attributable to equity holders of ABI by approximately $2.5
billion. Substantially all of this difference is comprised of
goodwill and other indefinite-lived intangible assets (consisting
primarily of trademarks).
At September 30, 2021, the fair value of our equity investment in
ABI had declined below its carrying value by $6.2 billion. We
considered the same accounting guidance described above to
determine if the decline in fair value was other than temporary. In
preparing our financial statements for the period ended September
30, 2021, we concluded that the decline in fair value of our equity
investment in ABI at September 30, 2021 was other than temporary.
As a result, we recorded a non-cash, pre-tax impairment charge of
$6.2 billion for the nine and three months ended September 30,
2021, which was recorded to (income) losses from investments in
equity securities in our condensed consolidated statements of
earnings (losses). This impairment charge reflected the difference
between the fair value of our equity investment in ABI using ABI’s
share price at September 30, 2021 and the carrying value of our
equity investment in ABI at September 30, 2021.
Investment in JUUL
In December 2018, we made an investment in JUUL for $12.8 billion
and received a 35% economic interest in JUUL through non-voting
shares, which were converted at our election into voting shares in
November 2020 (“Share Conversion”), and a security convertible into
additional non-voting or voting shares, as applicable, upon
settlement or exercise of certain JUUL convertible securities (the
“JUUL Transaction”). At September 30, 2022, we had a 35%
economic ownership interest in JUUL, consisting of 42 million
voting shares.
We are subject to a standstill restriction under which we may not
acquire additional JUUL shares above our 35% interest and agreed
not to sell or transfer any of our JUUL shares until December 20,
2024. Furthermore, at the time of the investment, we agreed to
non-competition obligations generally requiring that we participate
in the e-vapor business only through JUUL. In January 2020, we
amended certain JUUL Transaction agreements and entered into a new
cooperation agreement. One of the provisions was the option to be
released from our non-compete obligation under certain
circumstances, including if the carrying value of our investment in
JUUL was not more than 10% of its initial carrying value of $12.8
billion. At June 30, 2022, the carrying value of our investment in
JUUL was $450 million, which was less than 10% of our initial
carrying value of $12.8 billion. As a result, in September
2022, we exercised our option to be released from our JUUL
non-competition obligations, resulting in (i) the permanent
termination of our non-competition obligations to JUUL, (ii) the
loss of our JUUL board designation rights (other than the right to
appoint one independent director so long as our ownership continues
to be at least 10%), our preemptive rights, our consent rights and
certain other rights with respect to our investment in JUUL and
(iii) the conversion of our JUUL shares to single vote common
stock, significantly reducing our voting power. We do not currently
intend to exercise our remaining governance rights or to vote our
JUUL shares other than as a passive investor.
Additionally, as part of the amendment to certain JUUL Transaction
agreements in January 2020, we agreed not to pursue any claims
against JUUL for indemnification or reimbursement except for any
non-contractual claims for contribution or indemnity where a
judgment has been entered against us and JUUL with respect to
certain litigation in which we and JUUL are both defendants against
third-party plaintiffs.
In April 2020, the U.S. Federal Trade Commission (“FTC”) issued an
administrative complaint challenging our investment in JUUL. In
February 2022, the administrative law judge dismissed the FTC’s
complaint. FTC complaint counsel appealed that decision to the FTC,
which appeal remains pending. For further discussion, see Note
11.
Contingencies - Antitrust Litigation.
In June 2022, the U.S. Food and Drug Administration (“FDA”) issued
marketing denial orders (“MDOs”) to JUUL ordering all of JUUL’s
products currently marketed in the United States off the market. In
July 2022, the FDA administratively stayed the MDOs on a temporary
basis, citing its determination that there are scientific issues
unique to the JUUL pre-market tobacco applications that warrant
additional review. This administrative stay temporarily suspends
the MDOs and JUUL’s products currently remain on the
market.
Following Share Conversion in the fourth quarter of 2020, we
elected to account for our equity method investment in JUUL under
the fair value option. In making this election, we believed
measuring our investment at fair value provided quarterly
transparency to investors as to the fair market value of our
investment in JUUL, given the changes and volatility in the e-vapor
category since our initial investment, as well as the lack of
publicly available information regarding JUUL’s business or a
market-derived valuation. As a result of our loss of certain rights
due to our exercise of our option to be released from our JUUL
non-competition obligations in the third quarter of 2022, we no
longer have the ability to exercise significant influence over the
operating and financial policies of JUUL. Therefore, we are no
longer able to account for our investment in JUUL as an equity
method investment. As of September 30, 2022, we accounted for our
investment in JUUL as an investment in an equity security. We will
continue to measure our investment in JUUL at fair value, in
accordance with GAAP. Our condensed consolidated statements of
earnings (losses) include any cash dividends received from our
investment in JUUL and any changes in the estimated fair value of
our investment, which is calculated quarterly.
We use an income approach to estimate the fair value of our
investment in JUUL. The income approach reflects the discounting of
future cash flows for the United States and international markets
at a rate of return that incorporates the risk-free rate for the
use of those funds, the expected rate of inflation and the risks
associated with realizing future cash flows.
In determining the estimated fair value of our investment in JUUL,
at September 30, 2022 and December 31, 2021, we made
certain judgments, estimates and assumptions, the most significant
of which were likelihood of certain potential regulatory and
liquidity outcomes, sales volume, operating margins, discount rates
and perpetual growth rates. All significant inputs used in the
valuation are classified in Level 3 of the fair value hierarchy.
Additionally, in determining these significant assumptions, we made
judgments regarding the (i) likelihood of certain potential
regulatory actions impacting the e-vapor category and specifically
whether the FDA will ultimately authorize JUUL’s products, which
have received MDOs and are now under additional administrative
review; (ii) likelihood of JUUL maintaining adequate liquidity to
fund projected cash needs, the absence of which could result in
JUUL seeking protection under bankruptcy or other insolvency laws;
(iii) risk created by the number and types of legal cases pending
against JUUL; (iv) expectations for the future state of the e-vapor
category, including competitive dynamics; and (v) timing of
international expansion plans. Due to these uncertainties, our
future cash flow projections of JUUL are based on a range of
scenarios that consider certain potential regulatory, liquidity and
market outcomes.
The following table provides a reconciliation of the beginning and
ending balance of our investment in JUUL, which is classified in
Level 3 of the fair value hierarchy:
|
|
|
|
|
|
|
|
|
|
|
Investment |
(in millions) |
|
Balance |
Balance at December 31, 2020 |
|
$ |
1,705 |
|
Unrealized gains (losses) included in (income) losses from
investments in equity securities |
|
— |
|
Balance at December 31, 2021 |
|
$ |
1,705 |
|
Unrealized gains (losses) included in (income) losses from
investments in equity securities |
|
(1,355) |
|
Balance at September 30, 2022
|
|
$ |
350 |
|
For the nine months ended September 30, 2022, we recorded
non-cash, pre-tax unrealized losses of $1,355 million as a result
of changes in the estimated fair value of our investment in JUUL.
The decrease in the estimated fair value was primarily driven by
(i) a decrease in the likelihood of a favorable outcome from the
FDA for JUUL’s products that are currently marketed in the United
States, which have received MDOs and are now under additional
administrative review, (ii) a decrease in the likelihood of JUUL
maintaining adequate liquidity to fund projected cash needs, which
could result in JUUL seeking protection under bankruptcy or other
insolvency law, (iii) projections of higher operating expenses
resulting in lower long-term operating margins and (iv) an increase
in the discount rate due to changes in market factors, partially
offset by the effect of passage of time on the projected cash
flows.
For the three months ended September 30, 2022, we recorded a
non-cash, pre-tax unrealized loss of $100 million as a result of
changes in the estimated fair value of our investment in JUUL. The
decrease in the estimated fair value was primarily driven by an
increase in the discount rate due to changes in market factors,
partially offset by the effect of passage of time on the projected
cash flows.
For the three months ended September 30, 2021, we recorded a
non-cash, pre-tax unrealized gain of $100 million as a result of
changes in the estimated fair value of our investment in JUUL.
There were no material changes to the significant assumptions used
in the valuations, as described above, during the nine and three
months ended September 30, 2021, compared to the assumptions
used for the December 31, 2020 valuation.
Investment in Cronos
At September 30, 2022, we had a 41.4% ownership interest in
Cronos, consisting of 156.6 million shares, which we account
for under the equity method of accounting. We report our share of
Cronos’s results using a one-quarter lag because Cronos’s results
are not available in time for us to record them in the concurrent
period.
The fair value of our equity method investment in Cronos is based
on unadjusted quoted prices in active markets for Cronos’s common
shares and was classified in Level 1 of the fair value hierarchy.
The fair value and carrying value of our equity method investment
in Cronos at December 31, 2021 was $617 million.
In the second quarter of 2022, the fair value of our equity method
investment in Cronos declined below its carrying value and had not
recovered as of June 30, 2022. Accounting guidance requires the
evaluation of the following factors when determining if the decline
in fair value is other than temporary: (i) the duration and
magnitude of the fair value decline; (ii) the financial condition
and near-term prospects of the investee; and (iii) the investor’s
intent and ability to hold its equity method investment until
recovery. In preparing our financial statements for the period
ended June 30, 2022, we evaluated these factors and concluded that
the decline in fair value of our equity investment in Cronos below
its carrying value at June 30, 2022 was other than temporary. As a
result, we recorded a non-cash, pre-tax impairment charge of $107
million in the second quarter of 2022, which was recorded to
(income) losses from investments in equity securities in our
condensed consolidated statements of earnings (losses). The
impairment charge reflects the difference between the fair value of
our equity method investment in Cronos using Cronos’s share price
and the Canadian dollar (“CAD”) to U.S. dollar exchange rate at
June 30, 2022 and the carrying value of our equity method
investment in Cronos at June 30, 2022. At June 30, 2022, prior to
recording the impairment charge, the fair value of our equity
method investment in Cronos was less than its carrying value by
approximately 20%. After recording the impairment charge, each of
the fair value and carrying value of our equity method investment
in Cronos at June 30, 2022 was $437 million. At September 30, 2022,
the fair value of our equity method investment in Cronos exceeded
its carrying value by $22 million or approximately 5%.
As part of our Investment in Cronos, at September 30, 2022, we
also owned:
▪anti-dilution
protections to purchase Cronos common shares, exercisable each
quarter upon dilution, to maintain our ownership percentage.
Certain of the anti-dilution protections provide us the ability to
purchase additional Cronos common shares at a per share exercise
price of CAD $16.25 upon the occurrence of specified events
(“Fixed-price Preemptive Rights”). Based on our assumptions as of
September 30, 2022, we estimate the Fixed-price Preemptive
Rights allows us to purchase up to an additional approximately 8
million common shares of Cronos; and
▪a
warrant providing us the ability to purchase an additional
approximate 10% of common shares of Cronos (approximately 84
million common shares at September 30, 2022) at a per share
exercise price of CAD $19.00, which expires on March 8,
2023.
If exercised in full, the exercise prices for the warrant and
Fixed-price Preemptive Rights would be approximately CAD $1.6
billion and CAD $0.1 billion, respectively (approximately U.S.
dollar $1.2 billion and $0.1 billion, respectively, based on the
CAD to U.S. dollar exchange rate on October 24, 2022). At
September 30, 2022, upon full exercise of the Fixed-price
Preemptive Rights, to the extent such rights become available, and
the warrant, we would own approximately 52% of the outstanding
common shares of Cronos.
The Fixed-price Preemptive Rights and Cronos warrant are derivative
financial instruments, which are required to be recorded at fair
value. The fair values of the Fixed-price Preemptive Rights and
Cronos warrant are estimated using Black-Scholes option-pricing
models, adjusted for observable inputs (which are classified in
Level 1 of the fair value hierarchy), including share price, and
unobservable inputs, including probability factors and weighting of
expected life, volatility levels and risk-free interest rates
(which are classified in Level 3 of the fair value hierarchy). We
elect to record the gross assets and liabilities of derivative
financial instruments executed with the same counterparty on our
condensed consolidated balance sheets in investments in equity
securities.
We record in our condensed consolidated statements of earnings
(losses) any changes in the fair values of the Fixed-price
Preemptive Rights and Cronos warrant as gains or losses on
Cronos-related financial instruments in the periods in which the
changes occur.
We recorded non-cash, pre-tax unrealized (gains) losses,
representing the changes in the fair values of the Fixed-price
Preemptive Rights and Cronos warrant, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, |
|
For the Three Months Ended September 30, |
(in millions) |
2022 |
|
2021 |
|
2022 |
|
2021 |
Fixed-price Preemptive Rights |
$ |
1 |
|
|
$ |
21 |
|
|
$ |
— |
|
|
$ |
17 |
|
Cronos warrant |
13 |
|
|
107 |
|
|
— |
|
|
118 |
|
Total |
$ |
14 |
|
|
$ |
128 |
|
|
$ |
— |
|
|
$ |
135 |
|
Note 4. Financial Instruments
We enter into derivative financial instruments to mitigate the
potential impact of certain market risks, including foreign
currency exchange rate risk. We use various types of derivative
financial instruments, including forward contracts, options and
swaps. We do not enter into or hold derivative financial
instruments for trading or speculative purposes.
Our investment in ABI, whose functional currency is the Euro,
exposes us to foreign currency exchange risk on the carrying value
of our investment. To manage this risk, we may designate certain
foreign exchange contracts, including cross-currency swap contracts
and forward contracts (collectively, “foreign currency contracts”),
and Euro denominated unsecured long-term notes (“foreign currency
denominated debt”) as net investment hedges of our investment in
ABI.
In May 2021, all outstanding foreign currency contracts matured
and, at September 30, 2022 and December 31, 2021, we had
no outstanding foreign currency contracts. When we have foreign
currency contracts in effect, counterparties are domestic and
international financial institutions. Under these contracts, we are
exposed to potential losses in the event of non-performance by
these counterparties. We manage our credit risk by entering into
transactions with counterparties that have investment grade credit
ratings, limiting the amount of exposure we have with each
counterparty and monitoring the financial condition of each
counterparty. The counterparty agreements contain provisions that
require us to maintain an investment grade credit rating. In the
event our credit rating falls below investment grade,
counterparties to our foreign currency contracts can require us to
post collateral.
The following table provides the aggregate carrying value and fair
value of our total long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
September 30, 2022 |
|
December 31, 2021 |
Carrying value |
$ |
26,291 |
|
|
$ |
28,044 |
|
Fair value |
21,614 |
|
|
30,459 |
|
Foreign currency denominated debt included in long-term debt
above: |
|
|
|
Carrying value |
4,156 |
|
|
4,817 |
|
Fair value |
3,780 |
|
|
5,114 |
|
Our estimate of the fair value of our total long-term debt is based
on observable market information derived from a third-party pricing
source and is classified in Level 2 of the fair value
hierarchy.
The decrease in the fair value of our long-term debt was primarily
driven by (i) rising interest rates in 2022, (ii) the August 2022
$1.1 billion repayment at maturity of senior unsecured notes and
(iii) changes in Euro denominated debt resulting from the
strengthening of the U.S. dollar versus the Euro during the first
nine months of 2022.
Net Investment Hedging
The pre-tax effects of our net investment hedges on accumulated
other comprehensive losses and our condensed consolidated
statements of earnings (losses) were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Gain) Loss Recognized in Accumulated Other Comprehensive
Losses |
|
(Gain) Loss Recognized in
Net Earnings (Losses) |
|
(Gain) Loss Recognized in Accumulated Other Comprehensive
Losses |
|
|
|
|
For the Nine Months Ended September 30, |
|
For the Three Months Ended September 30, |
(in millions) |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
|
|
Foreign currency contracts |
|
$ |
— |
|
|
$ |
(16) |
|
|
$ |
— |
|
|
$ |
(7) |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
Foreign currency denominated debt |
|
(664) |
|
|
(270) |
|
|
— |
|
|
— |
|
|
(289) |
|
|
(118) |
|
|
|
|
|
Total |
|
$ |
(664) |
|
|
$ |
(286) |
|
|
$ |
— |
|
|
$ |
(7) |
|
|
$ |
(289) |
|
|
$ |
(118) |
|
|
|
|
|
We recognized changes in the fair value of the foreign currency
contracts and in the carrying value of the foreign currency
denominated debt due to changes in the Euro to U.S. dollar exchange
rate in accumulated other comprehensive losses related to ABI. We
recognized gains on the foreign currency contracts arising from
components excluded from effectiveness testing in interest and
other debt expense, net in our condensed consolidated statements of
earnings (losses) based on an amortization approach.
Note 5. Benefit Plans
Components of Net Periodic Benefit (Income) Cost
Net periodic benefit (income) cost consisted of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension |
|
Postretirement |
|
Pension |
|
Postretirement |
|
For the Nine Months Ended
September 30, |
|
For the Three Months Ended
September 30, |
(in millions) |
2022 |
|
2021 |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Service cost |
$ |
48 |
|
|
$ |
51 |
|
|
$ |
17 |
|
|
$ |
15 |
|
|
$ |
16 |
|
|
$ |
17 |
|
|
$ |
7 |
|
|
$ |
5 |
|
Interest cost |
155 |
|
|
139 |
|
|
31 |
|
|
29 |
|
|
51 |
|
|
46 |
|
|
11 |
|
|
8 |
|
Expected return on plan assets
|
(370) |
|
|
(393) |
|
|
(10) |
|
|
(10) |
|
|
(123) |
|
|
(131) |
|
|
(4) |
|
|
(2) |
|
Amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
72 |
|
|
99 |
|
|
14 |
|
|
16 |
|
|
24 |
|
|
33 |
|
|
6 |
|
|
2 |
|
Prior service cost (credit)
|
5 |
|
|
3 |
|
|
(34) |
|
|
(35) |
|
|
2 |
|
|
1 |
|
|
(11) |
|
|
(20) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit (income) cost |
$ |
(90) |
|
|
$ |
(101) |
|
|
$ |
18 |
|
|
$ |
15 |
|
|
$ |
(30) |
|
|
$ |
(34) |
|
|
$ |
9 |
|
|
$ |
(7) |
|
Employer Contributions
We make contributions to our pension plans to the extent that the
contributions are tax deductible and pays benefits that relate to
plans for salaried employees that cannot be funded under Internal
Revenue Service regulations. We made employer contributions of $11
million to our pension plans and did not make any contributions to
our postretirement plans during the nine months ended September 30,
2022. Currently, we anticipate making additional employer
contributions of approximately $10 million to our pension plans and
no additional contributions to our postretirement plans in 2022.
However, the foregoing estimates of 2022 contributions to our
pension and postretirement plans are subject to change as a result
of changes in tax and other benefit laws, changes in interest
rates, as well as asset performance significantly above or below
the assumed long-term rate of return for each respective
plan.
Plan amendments to our postretirement plans for the year ended
December 31, 2021 included several plan changes announced in the
second quarter of 2021 to our salaried retiree healthcare plans,
primarily changing post-age 65 coverage to a private medicare
marketplace. These amendments triggered a plan remeasurement in the
second quarter of 2021, resulting in a reduction of $432 million
(including discount rate impact and other changes) to our
postretirement obligation in the second quarter of 2021 and a
corresponding reduction to accumulated other comprehensive
losses.
Note 6. Earnings (Losses) per Share
We calculated basic and diluted earnings (losses) per share (“EPS”)
using the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, |
|
For the Three Months Ended September 30, |
(in millions) |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Net earnings (losses) attributable to Altria |
|
$ |
3,074 |
|
|
$ |
851 |
|
|
$ |
224 |
|
|
$ |
(2,722) |
|
Less: Distributed and undistributed earnings attributable to
share-based awards |
|
(9) |
|
|
(8) |
|
|
(3) |
|
|
(2) |
|
Earnings (losses) for basic and diluted EPS |
|
$ |
3,065 |
|
|
$ |
843 |
|
|
$ |
221 |
|
|
$ |
(2,724) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares for basic and diluted EPS |
|
1,808 |
|
|
1,849 |
|
|
1,799 |
|
|
1,842 |
|
Note 7. Other Comprehensive Earnings/Losses
The following tables set forth the changes in each component of
accumulated other comprehensive losses, net of deferred income
taxes, attributable to Altria:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, 2022 |
(in millions) |
|
Benefit Plans |
|
ABI |
|
Currency
Translation
Adjustments and Other |
|
Accumulated
Other
Comprehensive
Losses |
Balances, December 31, 2021 |
|
$ |
(1,612) |
|
|
$ |
(1,512) |
|
|
$ |
68 |
|
|
$ |
(3,056) |
|
|
|
|
|
|
|
|
|
|
Other comprehensive earnings (losses) before
reclassifications
|
|
— |
|
|
902 |
|
|
(11) |
|
|
891 |
|
Deferred income taxes |
|
— |
|
|
(206) |
|
|
— |
|
|
(206) |
|
Other comprehensive earnings (losses) before reclassifications, net
of deferred income taxes
|
|
— |
|
|
696 |
|
|
(11) |
|
|
685 |
|
|
|
|
|
|
|
|
|
|
Amounts reclassified to net earnings (losses) |
|
65 |
|
|
(74) |
|
|
(1) |
|
|
(10) |
|
Deferred income taxes |
|
(17) |
|
|
15 |
|
|
— |
|
|
(2) |
|
Amounts reclassified to net earnings (losses), net of deferred
income taxes |
|
48 |
|
|
(59) |
|
|
(1) |
|
|
(12) |
|
|
|
|
|
|
|
|
|
|
Other comprehensive earnings (losses), net of deferred income
taxes
|
|
48 |
|
|
637 |
|
(1)
|
(12) |
|
|
673 |
|
|
|
|
|
|
|
|
|
|
Balances, September 30, 2022 |
|
$ |
(1,564) |
|
|
$ |
(875) |
|
|
$ |
56 |
|
|
$ |
(2,383) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30, 2022 |
(in millions) |
|
Benefit Plans |
|
ABI |
|
Currency
Translation
Adjustments and Other |
|
Accumulated
Other
Comprehensive
Losses |
Balances, June 30, 2022
|
|
$ |
(1,581) |
|
|
$ |
(869) |
|
|
$ |
73 |
|
|
$ |
(2,377) |
|
|
|
|
|
|
|
|
|
|
Other comprehensive earnings (losses) before
reclassifications
|
|
— |
|
|
18 |
|
|
(16) |
|
|
2 |
|
Deferred income taxes |
|
— |
|
|
(11) |
|
|
— |
|
|
(11) |
|
Other comprehensive earnings (losses) before reclassifications, net
of deferred income taxes
|
|
— |
|
|
7 |
|
|
(16) |
|
|
(9) |
|
|
|
|
|
|
|
|
|
|
Amounts reclassified to net earnings (losses) |
|
24 |
|
|
(16) |
|
|
(1) |
|
|
7 |
|
Deferred income taxes |
|
(7) |
|
|
3 |
|
|
— |
|
|
(4) |
|
Amounts reclassified to net earnings (losses), net of deferred
income taxes |
|
17 |
|
|
(13) |
|
|
(1) |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
Other comprehensive earnings (losses), net of deferred income
taxes
|
|
17 |
|
|
(6) |
|
(1)
|
(17) |
|
|
(6) |
|
|
|
|
|
|
|
|
|
|
Balances, September 30, 2022 |
|
$ |
(1,564) |
|
|
$ |
(875) |
|
|
$ |
56 |
|
|
$ |
(2,383) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, 2021 |
(in millions) |
|
Benefit Plans |
|
ABI |
|
Currency
Translation
Adjustments and Other |
|
Accumulated
Other
Comprehensive
Losses |
Balances, December 31, 2020 |
|
$ |
(2,420) |
|
|
$ |
(1,938) |
|
|
$ |
17 |
|
|
$ |
(4,341) |
|
|
|
|
|
|
|
|
|
|
Other comprehensive earnings (losses) before
reclassifications
|
|
432 |
|
(2)
|
685 |
|
|
35 |
|
|
1,152 |
|
Deferred income taxes |
|
(118) |
|
|
(151) |
|
|
— |
|
|
(269) |
|
Other comprehensive earnings (losses) before reclassifications, net
of deferred income taxes
|
|
314 |
|
|
534 |
|
|
35 |
|
|
883 |
|
|
|
|
|
|
|
|
|
|
Amounts reclassified to net earnings (losses) |
|
92 |
|
|
(49) |
|
|
(2) |
|
|
41 |
|
Deferred income taxes |
|
(23) |
|
|
10 |
|
|
— |
|
|
(13) |
|
Amounts reclassified to net earnings (losses), net of deferred
income taxes |
|
69 |
|
|
(39) |
|
|
(2) |
|
|
28 |
|
|
|
|
|
|
|
|
|
|
Other comprehensive earnings (losses), net of deferred income
taxes
|
|
383 |
|
|
495 |
|
(1)
|
33 |
|
|
911 |
|
|
|
|
|
|
|
|
|
|
Balances, September 30, 2021 |
|
$ |
(2,037) |
|
|
$ |
(1,443) |
|
|
$ |
50 |
|
|
$ |
(3,430) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30, 2021 |
(in millions) |
|
Benefit Plans |
|
ABI |
|
Currency
Translation
Adjustments and Other |
|
Accumulated
Other
Comprehensive
Losses |
Balances, June 30, 2021
|
|
$ |
(2,043) |
|
|
$ |
(1,604) |
|
|
$ |
45 |
|
|
$ |
(3,602) |
|
|
|
|
|
|
|
|
|
|
Other comprehensive earnings (losses) before
reclassifications
|
|
— |
|
|
215 |
|
|
6 |
|
|
221 |
|
Deferred income taxes |
|
(9) |
|
|
(48) |
|
|
— |
|
|
(57) |
|
Other comprehensive earnings (losses) before reclassifications, net
of deferred income taxes
|
|
(9) |
|
|
167 |
|
|
6 |
|
|
164 |
|
|
|
|
|
|
|
|
|
|
Amounts reclassified to net earnings (losses) |
|
20 |
|
|
(7) |
|
|
(1) |
|
|
12 |
|
Deferred income taxes |
|
(5) |
|
|
1 |
|
|
— |
|
|
(4) |
|
Amounts reclassified to net earnings (losses), net of deferred
income taxes |
|
15 |
|
|
(6) |
|
|
(1) |
|
|
8 |
|
|
|
|
|
|
|
|
|
|
Other comprehensive earnings (losses), net of deferred income
taxes
|
|
6 |
|
|
161 |
|
(1)
|
5 |
|
|
172 |
|
|
|
|
|
|
|
|
|
|
Balances, September 30, 2021 |
|
$ |
(2,037) |
|
|
$ |
(1,443) |
|
|
$ |
50 |
|
|
$ |
(3,430) |
|
(1)
Primarily reflects our share of ABI’s currency translation
adjustments and the impact of our designated net investment hedges
related to our equity investment in ABI. For further discussion of
designated net investment hedges, see Note 4.
Financial Instruments.
(2)
Reflects the remeasurement impact of salaried retiree healthcare
plan amendments. For further discussion, see Note 5.
Benefit Plans.
The following table sets forth pre-tax amounts by component,
reclassified from accumulated other comprehensive losses to net
earnings (losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, |
|
For the Three Months Ended September 30, |
(in millions) |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Benefit Plans:
(1)
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
94 |
|
|
$ |
124 |
|
|
$ |
33 |
|
|
$ |
39 |
|
Prior service cost/credit |
|
(29) |
|
|
(32) |
|
|
(9) |
|
|
(19) |
|
|
|
65 |
|
|
92 |
|
|
24 |
|
|
20 |
|
ABI
(2)
|
|
(74) |
|
|
(49) |
|
|
(16) |
|
|
(7) |
|
Currency Translation Adjustments and Other
(2)
|
|
(1) |
|
|
(2) |
|
|
(1) |
|
|
(1) |
|
Pre-tax amounts reclassified from accumulated other comprehensive
losses to net earnings (losses) |
|
$ |
(10) |
|
|
$ |
41 |
|
|
$ |
7 |
|
|
$ |
12 |
|
|
|
|
|
|
|
|
|
|
(1)
Amounts are included in net defined benefit plan costs. For further
details, see Note 5.
Benefit Plans.
(2)
Amounts are included in (income) losses from investments in equity
securities. For further information, see Note 3.
Investments in Equity Securities.
Note 8. Segment Reporting
Our products include smokeable tobacco products, consisting of
combustible cigarettes manufactured and sold by PM USA, and
machine-made large cigars and pipe tobacco manufactured and sold by
Middleton; and oral tobacco products, consisting of MST and snus
products manufactured and sold by USSTC, and oral nicotine pouches
manufactured and sold by Helix. These products constitute our
reportable segments of smokeable products and oral tobacco products
at September 30, 2022. The financial services and the
innovative tobacco products businesses, which include the heated
tobacco business and Helix ROW, are included in all
other.
Prior to the sale of our wine business on October 1, 2021, wine
produced and/or sold by Ste. Michelle was a reportable
segment.
Our chief operating decision maker (“CODM”) reviews operating
companies income (loss) (“OCI”) to evaluate the performance of, and
allocate resources to, our segments. OCI for our segments is
defined as operating income before general corporate expenses and
amortization of intangibles. Interest and other debt expense, net,
along with net periodic benefit
income/cost, excluding service cost, and provision (benefit) for
income taxes are centrally managed at the corporate level and,
accordingly, such items are not presented by segment since they are
excluded from the measure of segment profitability reviewed by our
CODM.
Segment data were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, |
|
For the Three Months Ended September 30, |
(in millions) |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Net Revenues: |
|
|
|
|
|
|
|
|
Smokeable products |
|
$ |
17,020 |
|
|
$ |
17,275 |
|
|
$ |
5,882 |
|
|
$ |
5,975 |
|
Oral tobacco products |
|
1,948 |
|
|
1,945 |
|
|
670 |
|
|
626 |
|
Wine |
|
— |
|
|
494 |
|
|
— |
|
|
177 |
|
All other |
|
17 |
|
|
44 |
|
|
(2) |
|
|
8 |
|
Net revenues |
|
$ |
18,985 |
|
|
$ |
19,758 |
|
|
$ |
6,550 |
|
|
$ |
6,786 |
|
Earnings (losses) before Income Taxes: |
|
|
|
|
|
|
|
|
OCI: |
|
|
|
|
|
|
|
|
Smokeable products |
|
$ |
8,112 |
|
|
$ |
7,901 |
|
|
$ |
2,791 |
|
|
$ |
2,753 |
|
Oral tobacco products |
|
1,262 |
|
|
1,269 |
|
|
425 |
|
|
405 |
|
Wine |
|
— |
|
|
21 |
|
|
— |
|
|
(24) |
|
All other |
|
(27) |
|
|
(56) |
|
|
(7) |
|
|
(30) |
|
Amortization of intangibles |
|
(54) |
|
|
(53) |
|
|
(19) |
|
|
(18) |
|
General corporate expenses |
|
(192) |
|
|
(255) |
|
|
(78) |
|
|
(135) |
|
|
|
|
|
|
|
|
|
|
Operating income |
|
9,101 |
|
|
8,827 |
|
|
3,112 |
|
|
2,951 |
|
Interest and other debt expense, net |
|
832 |
|
|
869 |
|
|
271 |
|
|
266 |
|
Loss on early extinguishment of debt |
|
— |
|
|
649 |
|
|
— |
|
|
— |
|
Net periodic benefit income, excluding service cost |
|
(137) |
|
|
(152) |
|
|
(44) |
|
|
(63) |
|
(Income) losses from investments in equity securities |
|
3,707 |
|
|
5,789 |
|
|
2,478 |
|
|
5,915 |
|
|
|
|
|
|
|
|
|
|
(Gain) loss on Cronos-related financial instruments |
|
14 |
|
|
128 |
|
|
— |
|
|
135 |
|
Earnings (losses) before income taxes |
|
$ |
4,685 |
|
|
$ |
1,544 |
|
|
$ |
407 |
|
|
$ |
(3,302) |
|
The comparability of OCI for our reportable segments was affected
by the following:
▪Non-Participating
Manufacturer (“NPM”) Adjustment Items:
We recorded pre-tax (income) for NPM adjustment items as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, |
|
For the Three Months Ended September 30, |
(in millions) |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Smokeable products segment |
|
$ |
(60) |
|
|
$ |
(53) |
|
|
$ |
— |
|
|
$ |
(21) |
|
Interest and other debt expense, net |
|
— |
|
|
(23) |
|
|
— |
|
|
(23) |
|
Total |
|
$ |
(60) |
|
|
$ |
(76) |
|
|
$ |
— |
|
|
$ |
(44) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We recorded the amounts in the table shown above for the smokeable
products segment as reductions in cost of sales in our condensed
consolidated statements of earnings (losses), which increased OCI
in our smokeable products segment. NPM adjustment items result from
the resolutions of certain disputes with states and territories
related to the NPM adjustment provision under the Master Settlement
Agreement (such dispute resolutions are referred to as “NPM
Adjustment Items” and are more fully described in
Health Care Cost Recovery Litigation
in Note 11.
Contingencies).
▪Tobacco
and Health and Certain Other Litigation Items:
We
recorded pre-tax charges related to tobacco and health and certain
other litigation items as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, |
|
For the Three Months Ended September 30, |
(in millions) |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Smokeable products segment |
|
$ |
71 |
|
|
$ |
72 |
|
|
$ |
21 |
|
|
$ |
29 |
|
General corporate expenses |
|
27 |
|
|
70 |
|
|
20 |
|
|
70 |
|
Interest and other debt expense, net |
|
3 |
|
|
6 |
|
|
2 |
|
|
6 |
|
Total |
|
$ |
101 |
|
|
$ |
148 |
|
|
$ |
43 |
|
|
$ |
105 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We recorded the amounts shown in the table above for the smokeable
products segment and general corporate expenses in marketing,
administration and research costs in our condensed consolidated
statements of earnings (losses). For further discussion, see Note
11.
Contingencies.
▪Acquisition
and Disposition-Related Costs:
Disposition-Related Costs:
We recorded pre-tax disposition-related costs of $51 million
for the nine and three months ended September 30, 2021 in our
former wine segment, which consisted of a pre-tax charge of
$41 million to record the assets and liabilities associated
with UST’s sale of its subsidiary, International Wine & Spirits
Ltd. (which included Ste. Michelle), at their fair value less costs
to sell and $10 million of other disposition-related costs. We
included these costs in marketing, administration and research
costs in our consolidated statements of earnings
(losses).
Acquisition-Related Costs:
We recorded pre-tax acquisition-related costs of $37 million for
the nine months ended September 30, 2021 in our oral tobacco
products segment primarily for the settlement of an arbitration
related to the 2019
on!
transaction. We included these costs in marketing, administration
and research costs in our condensed consolidated statements of
earnings (losses).
Note 9. Debt
Short-term Borrowings and Borrowing Arrangements
At September 30, 2022 and December 31, 2021, we had no
short-term borrowings.
In August 2022, we entered into an extension and amendment (the
“Extension and Amendment”) to our $3.0 billion senior unsecured
5-year revolving credit agreement (as amended, the “Credit
Agreement”). The Extension and Amendment (i) extended the maturity
date of the Credit Agreement from August 1, 2024 to August 1, 2025
and (ii) amended the Credit Agreement to update the benchmark
interest rate to a rate based on the Term Secured Overnight
Financing Rate (“Term SOFR”) and make certain other market updates.
All other terms and conditions of the Credit Agreement remain in
full force and effect. The Credit Agreement is used for general
corporate purposes.
At September 30, 2022, we had availability under the Credit
Agreement for borrowings of up to an aggregate principal amount of
$3.0 billion.
Pricing for interest and fees under the Credit Agreement may be
modified in the event of a change in the rating of our long-term
senior unsecured debt. We expect interest rates on borrowings under
the Credit Agreement to be based on the Term SOFR plus a percentage
based on the higher of the ratings of our long-term senior
unsecured debt from Moody’s Investors Service, Inc. (“Moody’s”) and
Standard & Poor’s Financial Services LLC (“S&P”). The
applicable percentage for borrowings under the Credit Agreement at
September 30, 2022 was 1.0% based on our long-term senior
unsecured debt ratings on that date. The Credit Agreement does not
include any other rating triggers or any provisions that could
require the posting of collateral.
The Credit Agreement includes various covenants, one of which
requires us to maintain a ratio of consolidated earnings before
interest, taxes, depreciation and amortization (“EBITDA”) to
Consolidated Interest Expense of not less than 4.0 to 1.0,
calculated as of the end of the applicable quarter on a rolling
four quarters basis. At September 30, 2022, the ratio of
consolidated EBITDA to Consolidated Interest Expense, calculated in
accordance with the Credit Agreement, was 10.9 to 1.0. At
September 30, 2022, we were in compliance with our covenants
in the Credit Agreement. The terms “Consolidated EBITDA” and
“Consolidated Interest Expense,” each as defined in the Credit
Agreement, include certain adjustments.
Any commercial paper issued by us and borrowings under the Credit
Agreement are guaranteed by PM USA.
Long-term Debt
The aggregate carrying value of our total long-term debt at
September 30, 2022 and December 31, 2021 was $26.3
billion and $28.0 billion, respectively.
In August 2022, we repaid in full our 2.85% senior unsecured notes
in the aggregate principal amount of $1.1 billion at
maturity.
During the first quarter of 2021, we issued long-term senior
unsecured notes in the aggregate principal amount of $5.5 billion.
We used the net proceeds from these notes (i) to fund the purchase
and redemption of certain unsecured notes and payment of related
fees and expenses, as described below, and (ii) for other general
corporate purposes.
During the first quarter of 2021, we completed debt tender offers
to purchase for cash certain of our long-term senior unsecured
notes in an aggregate principal amount of $4,042 million and also
redeemed all of our outstanding 3.490% notes due 2022 in an
aggregate principal amount of $1.0 billion.
As a result of the debt tender offers and redemption, during the
first quarter of 2021, we recorded pre-tax losses on early
extinguishment of debt of $649 million, which included premiums and
fees of $623 million and the write-off of unamortized debt
discounts and debt issuance costs of $26 million.
At September 30, 2022 and December 31, 2021, accrued
interest on long-term debt of $196 million and $429 million,
respectively, was included in other accrued liabilities on our
condensed consolidated balance sheets.
For a discussion of the fair value of our long-term debt and the
designation of our Euro denominated senior unsecured notes as a net
investment hedge of our investment in ABI, see Note 4.
Financial Instruments.
Note 10. Income Taxes
In August 2022, the U.S. Government enacted legislation commonly
referred to as the Inflation Reduction Act. The main provisions of
the Inflation Reduction Act that we anticipate may impact us are:
(i) a 15% corporate alternative minimum tax (“Corporate AMT”) and
(ii) a 1% excise tax on share repurchases, which we expect to
record in equity on our consolidated statements of stockholders’
equity (deficit), in each case, effective for tax years beginning
after December 31, 2022.
We will be considered an “applicable corporation” for purposes of
the new Corporate AMT. We anticipate our regular federal income tax
liability will generally exceed our Corporate AMT liability in
future years.
Earnings (losses) before income taxes, provision (benefit) for
income taxes and income tax rates consisted of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, |
|
For the Three Months Ended September 30, |
(in millions) |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
Earnings (losses) before income taxes |
|
$ |
4,685 |
|
$ |
1,544 |
|
$ |
407 |
|
$ |
(3,302) |
Provision (benefit) for income taxes |
|
1,611 |
|
693 |
|
183 |
|
(582) |
Income tax rate |
|
34.4 |
% |
|
44.9 |
% |
|
45.0 |
% |
|
17.6 |
% |
Our income tax rate for the nine and three months ended September
30, 2022 differs from the U.S. federal statutory rate of 21%, due
primarily to state tax expense, including the state tax treatment
of the impairment charge on our equity investment in ABI, and a
valuation allowance recorded against a deferred tax asset related
to the decrease in the estimated fair value of our investment in
JUUL, partially offset by the release of a valuation allowance
related to our Cronos warrant and tax accruals no longer
required.
Our income tax rates for the nine and three months ended September
30, 2021 differ from the U.S. federal statutory rate of 21%, due
primarily to the state tax treatment of the impairment charge on
our equity investment in ABI.
For further information on the changes in the estimated fair value
of our investment in JUUL and the impairment of our equity
investment in ABI, see Note 3.
Investments in Equity Securities.
The following chart provides a reconciliation of the beginning and
ending valuation allowances for the period ended September 30,
2022:
|
|
|
|
|
|
|
|
|
(in millions) |
|
|
Balance at beginning of year |
|
$ |
3,097 |
|
Additions to valuation allowance charged to income tax
expense |
|
395 |
|
Releases to valuation allowance credited to income tax
benefit |
|
(65) |
|
Foreign currency translation |
|
— |
|
Balance at end of period |
|
$ |
3,427 |
|
We determine the realizability of deferred tax assets based on the
weight of available evidence, that it is more-likely-than-not that
the deferred tax asset will not be realized. In reaching this
determination, we consider all available positive and negative
evidence, including the character of the loss, carryback and
carryforward considerations, future reversals of temporary
differences and available tax planning strategies.
The additions in valuation allowances for the nine months ended
September 30, 2022 were due primarily to deferred tax assets
recorded in connection with decreases in the estimated fair value
of our investment in JUUL. The releases in valuation allowances for
the nine months ended September 30, 2022 were due to realizability
of anticipated capital losses related to our Cronos warrant. The
cumulative valuation allowance at September 30, 2022 was
primarily attributable to deferred tax assets recorded in
connection with our investment in JUUL and our Investment in
Cronos.
Note 11. Contingencies
Legal proceedings covering a wide range of matters are pending or
threatened in various United States and foreign jurisdictions
against Altria and certain of our subsidiaries, including PM USA
and USSTC, as well as our indemnitees and investees. Various types
of claims may be raised in these proceedings, including product
liability, unfair trade practices, antitrust, income tax liability,
contraband shipments, patent infringement, employment matters,
claims alleging violation of the Racketeer Influenced and Corrupt
Organizations Act (“RICO”), claims for contribution and claims of
competitors, shareholders or distributors. Legislative action, such
as changes to tort law, also may expand the types of claims and
remedies available to plaintiffs.
Litigation is subject to uncertainty and it is possible that there
could be adverse developments in pending or future cases. An
unfavorable outcome or settlement of pending tobacco-related or
other litigation could encourage the commencement of additional
litigation. Damages claimed in some tobacco-related and other
litigation are or can be significant and, in certain cases, have
ranged in the billions of dollars. The variability in pleadings in
multiple jurisdictions, together with the actual experience of
management in litigating claims, demonstrate that the monetary
relief that may be specified in a lawsuit bears little relevance to
the ultimate outcome. In certain cases, plaintiffs claim that
defendants’ liability is joint and several. In such cases, we may
face the risk that one or more co-defendants decline or otherwise
fail to participate in the bonding required for an appeal or to pay
their proportionate or jury-allocated share of a judgment. As a
result, under certain circumstances, we may have to pay more than
our proportionate share of any bonding- or judgment-related
amounts. Furthermore, in those cases where plaintiffs are
successful, we also may be required to pay interest and attorneys’
fees.
Although PM USA has historically been able to obtain required bonds
or relief from bonding requirements in order to prevent plaintiffs
from seeking to collect judgments while adverse verdicts have been
appealed, there remains a risk that such relief may not be
obtainable in all cases. This risk has been substantially reduced
given that 47 states and Puerto Rico limit the dollar amount of
bonds or require no bond at all. As discussed below, however,
tobacco litigation plaintiffs have challenged the constitutionality
of Florida’s bond cap statute in several cases and plaintiffs may
challenge state bond cap statutes in other jurisdictions as well.
Such challenges may include the applicability of state bond caps in
federal court. States, including Florida, also may seek to repeal
or alter bond cap statutes through legislation. Although we cannot
predict the outcome of such challenges, it is possible that our
consolidated results of operations, cash flows or financial
position could be materially affected in a particular fiscal
quarter or fiscal year by an unfavorable outcome of one or more
such challenges.
We record provisions in our condensed consolidated financial
statements for pending litigation when we determine that an
unfavorable outcome is probable and the amount of the loss can be
reasonably estimated. At the present time, while it is reasonably
possible that an unfavorable outcome in a case may occur, except to
the extent discussed elsewhere in this Note 11.
Contingencies:
(i) management has concluded that it is not probable that a
loss has been incurred in any of the pending cases;
(ii) management is unable to estimate the possible loss or
range of loss that could result from an unfavorable outcome in any
of the pending cases; and (iii) accordingly, management has
not provided any amounts in our condensed consolidated financial
statements for unfavorable outcomes, if any. Litigation defense
costs are expensed as incurred.
We have achieved substantial success in managing litigation.
Nevertheless, litigation is subject to uncertainty and significant
challenges remain. It is possible that our consolidated results of
operations, cash flows or financial position could be materially
affected in a particular fiscal quarter or fiscal year by an
unfavorable outcome or settlement of certain pending litigation. We
believe, and have been so advised by counsel handling the
respective cases, that we have valid defenses to the litigation
pending against us, as well as valid bases for appeal of adverse
verdicts. We have defended, and will continue to defend, vigorously
against litigation challenges. However, we may enter into
settlement discussions in particular cases if we believe it is in
our best interests to do so.
Judgments Paid and Provisions for Tobacco and Health
(Including
Engle
Progeny Litigation) and Certain Other Litigation Items:
The changes in our accrued liability for tobacco and health and
certain other litigation items, including related interest costs,
for the periods specified below are as follows:
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For the Nine Months Ended September 30, |
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For the Three Months Ended September 30, |
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(in millions) |
2022 |
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2021 |
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2022 |
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2021 |
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Accrued liability for tobacco and health and certain other
litigation items at beginning of period |
$ |
91 |
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$ |
9 |
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$ |
25 |
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$ |
— |
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Pre-tax charges for: |
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Tobacco and health and certain other litigation
(1)
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98 |
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142 |
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41 |
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99 |
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Related interest costs |
3 |
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6 |
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2 |
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6 |
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Payments |
(137) |
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(60) |
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(13) |
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(8) |
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Accrued liability for tobacco and health and certain other
litigation items at end of period |
$ |
55 |
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$ |
97 |
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$ |
55 |
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$ |
97 |
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(1)
Includes judgments, settlements and fee disputes associated with
tobacco and health and certain other litigation. See
Shareholder
Class Action and Shareholder Derivative Lawsuits
below for discussions of the shareholder class action case and
related settlement and the proposed settlement of the federal and
state shareholder derivative lawsuits.
The accrued liability for tobacco and health and certain other
litigation items, including related interest costs, was included in
accrued liabilities on our condensed consolidated balance sheets.
Pre-tax charges for tobacco and health and certain other litigation
were included in marketing, administration and research costs on
our condensed consolidated statements of earnings (losses). Pre-tax
charges for related interest costs were included in interest and
other debt expense, net on our condensed consolidated statements of
earnings (losses).
After exhausting all appeals in those cases resulting in adverse
verdicts associated with tobacco-related litigation, since October
2004, PM USA has paid judgments and settlements (including related
costs and fees) totaling approximately $941 million and interest
totaling approximately $230 million as of September 30, 2022. These
amounts include payments for
Engle
progeny judgments (and related costs and fees) totaling
approximately $432 million and related interest totaling
approximately $59 million.
Security for Judgments:
To obtain stays of judgments pending appeal, PM USA has posted
various forms of security. As of October 24, 2022, PM USA has
posted appeal bonds totaling approximately $42 million, which have
been collateralized with restricted cash that are included in
assets on our condensed consolidated balance sheets.
Overview of Tobacco-Related Litigation
Types and Number of U.S. Cases:
Claims related to tobacco products generally fall within the
following categories: (i) smoking and health cases alleging
personal injury brought on behalf of individual plaintiffs;
(ii) health care cost recovery cases brought by governmental
(both domestic and foreign) plaintiffs seeking reimbursement for
health care expenditures allegedly caused by cigarette smoking
and/or disgorgement of profits; (iii) e-vapor cases alleging
violation of RICO, fraud, failure to warn, design defect,
negligence, antitrust and unfair trade practices; and
(iv) other tobacco-related litigation described below.
Plaintiffs’ theories of recovery and the defenses raised in
tobacco-related litigation are discussed below.
The table below lists the number of certain tobacco-related cases
pending in the United States against us as of:
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October 24, 2022 |
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October 25, 2021 |
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Individual Smoking and Health Cases
(1)
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161 |
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179 |
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Health Care Cost Recovery Actions
(2)
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1 |
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1 |
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E-vapor Cases
(3)
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4,351 |
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2,951 |
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Other Tobacco-Related Cases
(4)
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3 |
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3 |
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(1)
Includes as of October 24, 2022, 18 cases filed in Illinois, 18
cases filed in New Mexico, 35 cases filed in Massachusetts and 54
non-Engle
cases filed in Florida. Does not include individual smoking and
health cases brought by or on behalf of plaintiffs in Florida state
and federal courts following the decertification of the
Engle
case (these
Engle
progeny cases are discussed below in
Smoking and Health Litigation - Engle Class
Action).
Also does not include 1,395 cases brought by flight attendants
seeking compensatory damages for personal injuries allegedly caused
by exposure to environmental tobacco smoke (“ETS”). The flight
attendants allege that they are members of an ETS smoking and
health class action in Florida, which was settled in 1997
(Broin).
The terms of the court-approved settlement in that case allowed
class members to file individual lawsuits seeking compensatory
damages, but prohibited them from seeking punitive damages. Class
members were prohibited from filing individual lawsuits after 2000
under the court-approved settlement.
(2)
See
Health Care Cost Recovery Litigation - Federal Government’s
Lawsuit
below.
(3)
Includes as of October 24, 2022, 58 class action lawsuits, 3,119
individual lawsuits and 1,174 “third party” lawsuits relating to
JUUL e-vapor products, which include school districts, state and
local government, tribal and healthcare organization lawsuits. JUUL
is an additional named defendant in each of these lawsuits. The 58
class action lawsuits include 32 cases in the Northern District of
California (“Multidistrict Litigation” or “MDL”) involving
plaintiffs whose claims were previously included in other class
action complaints but were refiled as separate stand-alone class
actions for procedural and other reasons.
(4)
Includes as of October 24, 2022, one inactive smoking and health
case alleging personal injury and purporting to be brought on
behalf of a class of individual plaintiffs and two inactive class
action lawsuits alleging that use of the terms “Lights” and “Ultra
Lights” constitute deceptive and unfair trade practices, common law
or statutory fraud, unjust enrichment, breach of warranty or
violations of RICO.
International Tobacco-Related Cases:
As of October 24, 2022, (i) Altria is named as a defendant in two
e-vapor class action lawsuits in Canada; (ii) PM USA is a named
defendant in 10 health care cost recovery actions in Canada, eight
of which also name Altria as a defendant; and (iii) PM USA and
Altria are named as defendants in seven smoking and health class
actions filed in various Canadian provinces. See
Guarantees and Other Similar Matters
below for a discussion of the Distribution Agreement (defined
below) between Altria and Philip Morris International Inc. (“PMI”)
that provides for indemnities for certain liabilities concerning
tobacco products.
Tobacco-Related Cases Set for Trial:
As of October 24, 2022, two
Engle
progeny cases, one individual smoking and health case and one
e-vapor case are set for trial through December 31, 2022. Trial
dates are subject to change.
Trial Results:
Since January 1999, excluding the
Engle
progeny cases (separately discussed below), verdicts have been
returned in 72 tobacco-related cases in which PM USA was a
defendant. Verdicts in favor of PM USA and other defendants were
returned in 45 of the 72 cases. These 45 cases were tried in Alaska
(1), California (7), Connecticut (1), Florida (10), Louisiana (1),
Massachusetts (5), Mississippi (1), Missouri (4), New Hampshire
(1), New Jersey (1), New York (5), Ohio (2), Pennsylvania (1),
Rhode Island (1), Tennessee (2) and West Virginia (2). One case in
Massachusetts,
Main,
where the verdict was initially returned in favor of PM USA, was
reversed on appeal and remanded for a new trial.
Of the 27 non-Engle
progeny cases in which verdicts were returned in favor of
plaintiffs, 23 have reached final resolution.
See
Smoking and Health Litigation
- Engle Progeny Trial Results
below for a discussion of verdicts in state and federal
Engle
progeny cases involving PM USA as of October 24, 2022.
Smoking and Health Litigation
Overview:
Plaintiffs’ allegations of liability in smoking and health cases
are based on various theories of recovery, including negligence,
gross negligence, strict liability, fraud, misrepresentation,
design defect, failure to warn, nuisance, breach of express and
implied warranties, breach of special duty, conspiracy, concert of
action, violations of unfair trade practice laws and consumer
protection statutes, and claims under the federal and state
anti-racketeering statutes. Plaintiffs in the smoking and health
cases seek various forms of relief, including compensatory and
punitive damages, treble/multiple damages and other statutory
damages and penalties, creation of medical monitoring and smoking
cessation funds, disgorgement of profits, and injunctive and
equitable relief. Defenses raised in these cases include lack of
proximate cause, assumption of the risk, comparative fault and/or
contributory negligence, statutes of limitations and preemption by
the Federal Cigarette Labeling and Advertising Act.
Non-Engle
Progeny Litigation:
Summarized below are the non-Engle
progeny smoking and health cases pending during 2022 (or recently
concluded) in which a verdict was returned in favor of plaintiff
and against PM USA. Charts listing certain verdicts for plaintiffs
in the
Engle
progeny cases can be found in
Smoking and Health Litigation - Engle Progeny Trial Results
below.
Mendez:
In September 2022, a jury in a Florida state court returned a
verdict in favor of plaintiff and against PM USA and R.J. Reynolds
Tobacco Company awarding approximately $4.5 million in compensatory
damages and allocating 13% of the fault to PM USA. After applying
comparative fault, PM USA’s portion of the compensatory damages is
less than $1 million. There was no claim for punitive damages. PM
USA’s post-trial motions are pending.
Fontaine:
In September 2022, a jury in a Massachusetts state court returned a
verdict in favor of plaintiff and against PM USA, awarding
approximately $8 million in compensatory damages and $1 billion in
punitive damages. We intend to file post-trial motions challenging
the award and, if necessary, an appeal.
Principe:
In February 2020, a jury in a Florida state court returned a
verdict in favor of plaintiff and against PM USA, awarding
approximately $11 million in compensatory damages. There was no
claim for punitive damages. PM USA appealed the trial court verdict
to the Third District Court of Appeal and, in September 2021, the
appellate court reversed the trial court’s decision and found in
favor of PM USA. Plaintiff moved for a rehearing before the Third
District Court of Appeal, which the court denied in March 2022. In
April 2022, plaintiff filed a notice to invoke the discretionary
jurisdiction of the Florida Supreme Court. In July 2022, the
Florida Supreme Court denied plaintiff’s motion for discretionary
review.
Greene:
In September 2019, a jury in a Massachusetts state court returned a
verdict in favor of plaintiffs and against PM USA, awarding
approximately $10 million in compensatory damages. In May 2020, the
court ruled on plaintiffs’ remaining claim and trebled the
compensatory damages award to approximately $30 million. In
February 2021, the trial court awarded plaintiffs attorneys’ fees
and costs in the amount of approximately $2.3 million. In July
2021, following denial of PM USA’s post-trial motions, PM USA
appealed the judgment to the Appeals Court of Massachusetts. In
September 2022, the Massachusetts Supreme Judicial Court issued an
order taking jurisdiction over the appeal, which remains
pending.
Laramie:
In August 2019, a jury in a Massachusetts state court returned a
verdict in f