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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 March 31, 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
|
MO |
New York Stock Exchange |
1.000% Notes due 2023
|
MO23A |
New York Stock Exchange |
1.700% Notes due 2025
|
MO25 |
New York Stock Exchange |
2.200% Notes due 2027
|
MO27 |
New York Stock Exchange |
3.125% Notes due 2031
|
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 |
|
þ |
|
Accelerated filer |
|
☐ |
|
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|
|
|
|
Non-accelerated filer |
|
☐ |
|
Smaller reporting company |
|
☐ |
|
|
|
|
Emerging growth company |
|
☐ |
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 April 19, 2022, there were 1,810,557,271 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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March 31, 2022 |
|
December 31, 2021 |
Assets |
|
|
|
|
Cash and cash equivalents |
|
$ |
5,353 |
|
|
$ |
4,544 |
|
Receivables |
|
46 |
|
|
47 |
|
Inventories: |
|
|
|
|
Leaf tobacco |
|
677 |
|
|
744 |
|
Other raw materials |
|
179 |
|
|
166 |
|
Work in process |
|
30 |
|
|
23 |
|
Finished product |
|
328 |
|
|
261 |
|
|
|
1,214 |
|
|
1,194 |
|
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|
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|
|
|
|
|
Other current assets |
|
149 |
|
|
298 |
|
Total current assets |
|
6,762 |
|
|
6,083 |
|
Property, plant and equipment, at cost |
|
4,300 |
|
|
4,432 |
|
Less accumulated depreciation |
|
2,753 |
|
|
2,879 |
|
|
|
1,547 |
|
|
1,553 |
|
Goodwill |
|
5,177 |
|
|
5,177 |
|
Other intangible assets, net |
|
12,289 |
|
|
12,306 |
|
Investments in equity securities ($1,610 million and $1,720 million
at March 31, 2022 and December 31, 2021, respectively, measured at
fair value)
|
|
13,479 |
|
|
13,481 |
|
|
|
|
|
|
Other assets |
|
981 |
|
|
923 |
|
Total Assets |
|
$ |
40,235 |
|
|
$ |
39,523 |
|
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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|
|
|
|
March 31, 2022 |
|
December 31, 2021 |
Liabilities |
|
|
|
|
|
|
|
|
|
Current portion of long-term debt |
|
$ |
2,517 |
|
|
$ |
1,105 |
|
Accounts payable |
|
379 |
|
|
449 |
|
Accrued liabilities: |
|
|
|
|
Marketing |
|
658 |
|
|
664 |
|
|
|
|
|
|
|
|
|
|
|
Settlement charges |
|
4,229 |
|
|
3,349 |
|
Other |
|
1,508 |
|
|
1,365 |
|
|
|
|
|
|
Dividends payable |
|
1,637 |
|
|
1,647 |
|
|
|
|
|
|
Total current liabilities |
|
10,928 |
|
|
8,579 |
|
Long-term debt |
|
25,405 |
|
|
26,939 |
|
Deferred income taxes |
|
3,766 |
|
|
3,692 |
|
Accrued pension costs |
|
199 |
|
|
200 |
|
Accrued postretirement health care costs |
|
1,438 |
|
|
1,436 |
|
Other liabilities |
|
259 |
|
|
283 |
|
Total liabilities |
|
41,995 |
|
|
41,129 |
|
Contingencies (Note 10) |
|
|
|
|
|
|
|
|
|
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 |
|
5,848 |
|
|
5,857 |
|
Earnings reinvested in the business |
|
30,988 |
|
|
30,664 |
|
Accumulated other comprehensive losses |
|
(2,962) |
|
|
(3,056) |
|
Cost of repurchased stock
(993,749,776 shares at March 31, 2022 and
982,785,699 shares at December 31, 2021)
|
|
(36,569) |
|
|
(36,006) |
|
Total stockholders’ equity (deficit) |
|
(1,760) |
|
|
(1,606) |
|
Total Liabilities and Stockholders’ Equity (Deficit) |
|
$ |
40,235 |
|
|
$ |
39,523 |
|
See notes to condensed consolidated financial
statements.
Altria Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings
(in millions of dollars, except per share data)
(Unaudited)
_____________________________________
|
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For the Three Months Ended March 31, |
|
2022 |
|
2021 |
|
|
|
|
Net revenues |
|
$ |
5,892 |
|
|
$ |
6,036 |
|
|
|
|
|
Cost of sales |
|
1,446 |
|
|
1,608 |
|
|
|
|
|
Excise taxes on products |
|
1,073 |
|
|
1,156 |
|
|
|
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|
Gross profit |
|
3,373 |
|
|
3,272 |
|
|
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|
|
Marketing, administration and research costs |
|
489 |
|
|
582 |
|
|
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|
Operating income |
|
2,884 |
|
|
2,690 |
|
|
|
|
|
Interest and other debt expense, net |
|
281 |
|
|
308 |
|
|
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|
Net periodic benefit income, excluding service cost |
|
(46) |
|
|
(43) |
|
|
|
|
|
Loss on early extinguishment of debt |
|
— |
|
|
649 |
|
|
|
|
|
(Income) losses from equity investments |
|
(34) |
|
|
(51) |
|
|
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|
|
|
|
|
|
|
|
|
|
|
(Gain) loss on Cronos-related financial instruments |
|
10 |
|
|
(110) |
|
|
|
|
|
|
|
|
|
|
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|
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Earnings before income taxes |
|
2,673 |
|
|
1,937 |
|
|
|
|
|
Provision for income taxes |
|
714 |
|
|
516 |
|
|
|
|
|
Net earnings |
|
1,959 |
|
|
1,421 |
|
|
|
|
|
Net losses attributable to noncontrolling interests |
|
— |
|
|
3 |
|
|
|
|
|
Net earnings attributable to Altria |
|
$ |
1,959 |
|
|
$ |
1,424 |
|
|
|
|
|
Per share data: |
|
|
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|
Basic and diluted earnings per share attributable to
Altria |
|
$ |
1.08 |
|
|
$ |
0.77 |
|
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|
|
|
|
|
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See notes to condensed consolidated financial
statements.
Altria Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive
Earnings
(in millions of dollars)
(Unaudited)
_____________________
|
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For the Three Months Ended March 31, |
|
2022 |
|
2021 |
|
|
|
|
Net earnings |
|
$ |
1,959 |
|
|
$ |
1,421 |
|
|
|
|
|
Other comprehensive earnings (losses), net of deferred income
taxes: |
|
|
|
|
|
|
|
|
Benefit plans |
|
15 |
|
|
28 |
|
|
|
|
|
ABI |
|
78 |
|
|
517 |
|
|
|
|
|
Currency translation adjustments and other |
|
1 |
|
|
22 |
|
|
|
|
|
Other comprehensive earnings (losses), net of deferred
income taxes
|
|
94 |
|
|
567 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive earnings |
|
2,053 |
|
|
1,988 |
|
|
|
|
|
Comprehensive losses attributable to noncontrolling
interests |
|
— |
|
|
3 |
|
|
|
|
|
Comprehensive earnings attributable to Altria |
|
$ |
2,053 |
|
|
$ |
1,991 |
|
|
|
|
|
See notes to condensed consolidated financial
statements.
Altria Group, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(Deficit)
for the Three Months Ended March 31, 2022 and 2021
(in
millions of dollars, except per share data)
(Unaudited)
_______________________________________
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|
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 |
|
— |
|
|
— |
|
|
1,959 |
|
|
— |
|
|
— |
|
|
|
|
1,959 |
|
Other comprehensive earnings (losses), net of deferred income
taxes
|
|
— |
|
|
— |
|
|
— |
|
|
94 |
|
|
— |
|
|
|
|
94 |
|
Stock award activity
|
|
— |
|
|
(9) |
|
|
— |
|
|
— |
|
|
13 |
|
|
|
|
4 |
|
Cash dividends declared ($0.90 per share)
|
|
— |
|
|
— |
|
|
(1,635) |
|
|
— |
|
|
— |
|
|
|
|
(1,635) |
|
Repurchases of common stock |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(576) |
|
|
|
|
(576) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, March 31, 2022
|
|
$ |
935 |
|
|
$ |
5,848 |
|
|
$ |
30,988 |
|
|
$ |
(2,962) |
|
|
$ |
(36,569) |
|
|
|
|
$ |
(1,760) |
|
|
|
|
|
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|
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|
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|
|
|
|
|
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|
|
|
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 |
|
— |
|
|
— |
|
|
1,424 |
|
|
— |
|
|
— |
|
|
(4) |
|
|
1,420 |
|
Other comprehensive earnings (losses), net of deferred income
taxes
|
|
— |
|
|
— |
|
|
— |
|
|
567 |
|
|
— |
|
|
— |
|
|
567 |
|
Stock award activity
|
|
— |
|
|
(5) |
|
|
— |
|
|
— |
|
|
9 |
|
|
— |
|
|
4 |
|
Cash dividends declared ($0.86 per share)
|
|
— |
|
|
— |
|
|
(1,596) |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,596) |
|
Repurchases of common stock |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(325) |
|
|
— |
|
|
(325) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, March 31, 2021 |
|
$ |
935 |
|
|
$ |
5,905 |
|
|
$ |
34,507 |
|
|
$ |
(3,774) |
|
|
$ |
(34,660) |
|
|
$ |
82 |
|
|
$ |
2,995 |
|
|
|
|
|
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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 Three Months Ended March 31, |
|
2022 |
|
2021 |
Cash Provided by (Used in) Operating Activities |
|
|
|
|
Net earnings |
|
$ |
1,959 |
|
|
$ |
1,421 |
|
Adjustments to reconcile net earnings to operating cash
flows: |
|
|
|
|
Depreciation and amortization |
|
52 |
|
|
63 |
|
Deferred income tax provision (benefit) |
|
43 |
|
|
65 |
|
(Income) losses from equity investments |
|
(34) |
|
|
(51) |
|
|
|
|
|
|
|
|
|
|
|
(Gain) loss on Cronos-related financial instruments |
|
10 |
|
|
(110) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on early extinguishment of debt |
|
— |
|
|
649 |
|
|
|
|
|
|
Cash effects of changes: |
|
|
|
|
Receivables |
|
1 |
|
|
(5) |
|
Inventories |
|
(20) |
|
|
18 |
|
Accounts payable |
|
(59) |
|
|
(98) |
|
Income taxes |
|
637 |
|
|
396 |
|
Accrued liabilities and other current assets |
|
(372) |
|
|
(307) |
|
Accrued settlement charges |
|
880 |
|
|
975 |
|
Pension plan contributions |
|
(3) |
|
|
(3) |
|
Pension provisions and postretirement, net |
|
(35) |
|
|
(32) |
|
Other, net |
|
16 |
|
|
59 |
|
Net cash provided by (used in) operating activities |
|
3,075 |
|
|
3,040 |
|
Cash Provided by (Used in) Investing Activities |
|
|
|
|
Capital expenditures |
|
(45) |
|
|
(26) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other, net |
|
11 |
|
|
(3) |
|
Net cash provided by (used in) investing activities |
|
$ |
(34) |
|
|
$ |
(29) |
|
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 Three Months Ended March 31, |
|
2022 |
|
2021 |
Cash Provided by (Used in) Financing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt issued |
|
$ |
— |
|
|
$ |
5,472 |
|
Long-term debt repaid |
|
— |
|
|
(5,042) |
|
Repurchases of common stock |
|
(576) |
|
|
(325) |
|
Dividends paid on common stock |
|
(1,645) |
|
|
(1,601) |
|
|
|
|
|
|
|
|
|
|
|
Premiums and fees related to early extinguishment of
debt |
|
— |
|
|
(623) |
|
Other, net |
|
(11) |
|
|
(53) |
|
Net cash provided by (used in) financing activities |
|
(2,232) |
|
|
(2,172) |
|
Cash, cash equivalents and restricted cash: |
|
|
|
|
Increase (decrease) |
|
809 |
|
|
839 |
|
Balance at beginning of period |
|
4,594 |
|
|
5,006 |
|
Balance at end of period |
|
$ |
5,403 |
|
|
$ |
5,845 |
|
|
|
|
|
|
The following table provides a reconciliation of cash, cash
equivalents and restricted cash to the amounts reported on Altria’s
condensed consolidated balance sheets: |
|
|
At March 31, 2022 |
|
At December 31, 2021 |
Cash and cash equivalents |
|
$ |
5,353 |
|
|
$ |
4,544 |
|
|
|
|
|
|
Restricted cash included in other assets
(1)
|
|
50 |
|
|
50 |
|
|
|
|
|
|
Cash, cash equivalents and restricted cash |
|
$ |
5,403 |
|
|
$ |
4,594 |
|
(1)Restricted
cash consisted of cash deposits collateralizing appeal bonds posted
by PM USA to obtain stays of judgments pending appeals. See Note
10.
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 March 31, 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 subsidiaries (“Helix
ROW”), which operate internationally in the rest-of-world, are
engaged in the manufacture and sale of
on!
oral nicotine pouches; and Philip Morris Capital Corporation
(“PMCC”), 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, 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 March 31, 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, which included Ste. Michelle Wine Estates Ltd.
(“Ste. Michelle”).
At March 31, 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 equity investment in
JUUL under the fair value option.
For further discussion of our investments in equity securities, see
Note 3.
Investments in Equity Securities.
▪Share
Repurchases:
In January 2021, our Board of Directors (“Board of Directors” or
“Board”) 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 March 31, 2022, we had
$1,249 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 Three Months Ended March 31, |
(in millions, except per share data) |
2022 |
|
2021 |
Total number of shares repurchased
|
11.3 |
|
|
6.9 |
|
Aggregate cost of shares repurchased
|
$ |
576 |
|
|
$ |
325 |
|
Average price per share of shares repurchased
|
$ |
50.69 |
|
|
$ |
47.02 |
|
▪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 11.
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 $247 million and $287 million at March 31, 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 March 31, 2022 and
December 31, 2021, there were no differences between amounts
recorded as deferred revenue and amounts subsequently recognized as
revenue.
Receivables were $46 million and $47 million at March 31, 2022
and December 31, 2021, respectively. At March 31, 2022
and December 31, 2021, there were no expected differences
between amounts recorded and subsequently received, and we did not
record an allowance for doubtful accounts against these
receivables.
We record an allowance for returned goods, which is included in
other accrued liabilities on our condensed consolidated balance
sheets. While all of our tobacco operating companies sell tobacco
products with dates relative to freshness as printed on product
packaging, it is USSTC’s policy to accept authorized sales returns
from its customers for products that have passed such dates 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 their 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) |
|
March 31, 2022 |
|
December 31, 2021 |
ABI |
|
$ |
11,318 |
|
|
$ |
11,144 |
|
JUUL
|
|
1,605 |
|
|
1,705 |
|
Cronos
(1)
|
|
556 |
|
|
632 |
|
Total
|
|
$ |
13,479 |
|
|
$ |
13,481 |
|
(1)
Our investment in Cronos at March 31, 2022 and December 31,
2021 consisted of our equity method investment in Cronos of $551
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 equity investments accounted for under the
equity method of accounting and fair value option consisted of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
|
|
(in millions) |
2022 |
|
2021 |
|
|
|
|
ABI
(1)
|
$ |
(200) |
|
|
$ |
(318) |
|
|
|
|
|
Cronos
(1)
|
66 |
|
|
67 |
|
|
|
|
|
(Income) losses from investments under equity method of
accounting |
(134) |
|
|
(251) |
|
|
|
|
|
JUUL |
100 |
|
|
200 |
|
|
|
|
|
(Income) losses from equity investments |
$ |
(34) |
|
|
$ |
(51) |
|
|
|
|
|
(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 GAAP and (ii)
adjustments to our investment required under the equity method of
accounting.
Investment in ABI
At March 31, 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.
The fair value of our equity investment in ABI at March 31,
2022 and December 31, 2021 was $11.9 billion for both periods,
which exceeded its carrying value of $11.3 billion and $11.1
billion by approximately 5% and 7%, respectively.
In the first quarter of 2022, ABI will record a non-cash impairment
charge of $1.1 billion on its investment of AB InBev Efes JSC,
which has direct exposure to the Russia and Ukraine regions.
Consistent with the one-quarter lag for reporting ABI’s results in
our financial results, we expect to record our share of the
financial statement impact related to this impairment, which we do
not expect to be material, in the second quarter of
2022.
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 convertible at our election into voting shares
(“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 March 31, 2022, we had a 35% ownership
interest in JUUL, consisting of 42 million voting
shares.
We received a broad preemptive right to purchase JUUL shares,
exercisable each quarter upon dilution, to maintain our ownership
percentage and we are subject to a standstill restriction under
which we may not acquire additional JUUL shares above our 35%
interest. Furthermore, we agreed not to sell or transfer any of our
JUUL shares until December 20, 2024.
As part of the JUUL Transaction, we entered into a services
agreement with JUUL pursuant to which we agreed to provide JUUL
with certain commercial services, as requested by JUUL, for an
initial term of six years. In January 2020, we amended certain JUUL
Transaction agreements and entered into a new cooperation
agreement. In conjunction with these amendments, the parties agreed
that we would discontinue all services as of March 31, 2020 except
regulatory affairs support for JUUL’s pursuit of its pre-market
tobacco applications and/or its modified risk tobacco products
applications.
We also agreed to non-competition obligations generally requiring
that we participate in the e-vapor business only through JUUL.
However, we have the option to be released from our non-compete
obligation (i) in the event JUUL is prohibited by federal law from
selling e-vapor products in the United States for a continuous
period of at least 12 months (subject to tolling of this period in
certain circumstances), (ii) if the carrying value of our
investment in JUUL is not more than 10% of its initial carrying
value of $12.8 billion or (iii) if we are no longer providing JUUL
services as of December 20, 2024.
Additionally, with respect to certain litigation in which we and
JUUL are both defendants against third-party plaintiffs, we agreed
not 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.
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
10.
Contingencies - Antitrust Litigation.
In November 2020, we exercised our rights to convert our non-voting
JUUL shares into voting shares. We do not currently intend to
exercise our additional governance rights obtained upon Share
Conversion, including the right to elect directors to JUUL’s board,
as described below, or to vote our JUUL shares other than as a
passive investor, pending the outcome of the FTC
litigation.
If we choose to exercise our governance rights, JUUL has agreed
to:
▪ restructure JUUL’s current seven-member
board of directors to a nine-member board that will include
independent board members. The new structure will include: (i)
three independent directors (one of whom will be designated by us
and two of whom will be designated by JUUL stockholders other than
us) unanimously certified as independent by a nominating committee,
which will include at least one Altria designee, (ii) two directors
designated by us, (iii) three directors designated by JUUL
stockholders other than us and (iv) the JUUL chief executive
officer; and
▪ create a litigation oversight committee,
which will include two Altria designated directors (one of whom
will chair the litigation oversight committee). The committee will
have oversight authority and review of litigation management for
matters in which JUUL and we are co-defendants and have, or
reasonably could have, a written joint defense agreement in effect
between them. Subject to certain limitations, the Litigation
Oversight Committee will recommend to JUUL changes to outside
counsel and litigation strategy by majority vote, with
disagreements by JUUL’s management being resolved by majority vote
of JUUL’s board of directors.
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. Under this option, our condensed
consolidated statements of earnings 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 believe the fair value option provides 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.
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. Future cash flow
projections are based on a range of scenarios that consider various
potential regulatory and market outcomes.
In determining the estimated fair value of our investment in JUUL,
at March 31, 2022 and December 31, 2021, we made various
judgments, estimates and assumptions, the most significant of which
were 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 and extent of various potential
regulatory actions and the continued adverse public perception
impacting the e-vapor category and specifically JUUL, (ii) risk
created by the number and types of legal cases pending against
JUUL, (iii) expectations for the future state of the e-vapor
category, including competitive dynamics, and (iv) timing of
international expansion plans.
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 equity
investments |
|
— |
|
Balance at December 31, 2021 |
|
$ |
1,705 |
|
Unrealized gains (losses) included in (income) losses from equity
investments |
|
(100) |
|
Balance at March 31, 2022
|
|
$ |
1,605 |
|
For the three months ended March 31, 2022, we recorded a
non-cash, pre-tax unrealized loss of $100 million as a result of a
decrease 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 an increase in U.S. interest
rates, partially offset by the effect of passage of time on the
projected cash flows.
For the three months ended March 31, 2021, we recorded a
non-cash, pre-tax unrealized loss of $200 million as a result of a
decrease in the estimated fair value of our investment in JUUL. The
decrease in the estimated fair value was primarily driven by (i)
our projections of lower JUUL revenues in the U.S. over time due to
lower JUUL volume assumptions resulting from a continuation of
heightened competitive dynamics in the U.S. e-vapor category and
(ii) an increase in the discount rate due to a change in market
factors.
Investment in Cronos
At March 31, 2022, we had a 41.7% 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 is classified in Level 1 of the fair value hierarchy. At
March 31, 2022, the fair value of our equity method investment
in Cronos exceeded its carrying value by $55 million or
approximately 10%. At December 31, 2021, the fair value and
carrying value of our equity method investment in Cronos were $617
million. At April 25, 2022, the fair value of our equity method
investment in Cronos was below its carrying value by
$74 million or approximately 13%.
As part of our Investment in Cronos, at March 31, 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 Canadian dollar (“CAD”) $16.25 upon the occurrence of
specified events (“Fixed-price Preemptive Rights”). Based on our
assumptions as of March 31, 2022, we estimate the Fixed-price
Preemptive Rights allows us to purchase up to an additional
approximately 11 million common shares of Cronos; and
▪a
warrant providing us the ability to purchase an additional
approximate 10% of common shares of Cronos (approximately 83
million common shares at March 31, 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 are approximately CAD $1.6 billion
and CAD $0.2 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 April 25, 2022). At March 31, 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 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 Three Months Ended March 31, |
|
|
(in millions) |
2022 |
|
2021 |
|
|
|
|
Fixed-price Preemptive Rights |
$ |
— |
|
|
$ |
(14) |
|
|
|
|
|
Cronos warrant |
10 |
|
|
(96) |
|
|
|
|
|
Total |
$ |
10 |
|
|
$ |
(110) |
|
|
|
|
|
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 March 31, 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) |
March 31, 2022 |
|
December 31, 2021 |
Carrying value |
$ |
27,922 |
|
|
$ |
28,044 |
|
Fair value |
27,670 |
|
|
30,459 |
|
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 following table provides the aggregate carrying value and fair
value of our foreign currency denominated debt:
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
March 31, 2022 |
|
December 31, 2021 |
|
|
|
|
Foreign currency denominated debt |
|
|
|
Carrying value |
$ |
4,690 |
|
|
$ |
4,817 |
|
Fair value |
4,713 |
|
|
5,114 |
|
Net Investment Hedging
The pre-tax effects of our net investment hedges on accumulated
other comprehensive losses and our condensed consolidated
statements of earnings were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Gain) Loss Recognized in Accumulated Other Comprehensive
Losses |
|
(Gain) Loss Recognized in
Net Earnings |
|
|
|
|
|
|
For the Three Months Ended March 31, |
|
|
(in millions) |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
Foreign currency contracts |
|
$ |
— |
|
|
$ |
(35) |
|
|
$ |
— |
|
|
$ |
(5) |
|
|
|
|
|
|
|
|
|
Foreign currency denominated debt |
|
(128) |
|
|
(206) |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
(128) |
|
|
$ |
(241) |
|
|
$ |
— |
|
|
$ |
(5) |
|
|
|
|
|
|
|
|
|
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 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 |
|
|
|
|
|
For the Three Months Ended March 31, |
|
|
(in millions) |
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
Service cost |
$ |
15 |
|
|
$ |
17 |
|
|
$ |
5 |
|
|
$ |
5 |
|
|
|
|
|
|
|
|
|
Interest cost |
52 |
|
|
46 |
|
|
10 |
|
|
11 |
|
|
|
|
|
|
|
|
|
Expected return on plan assets
|
(123) |
|
|
(131) |
|
|
(3) |
|
|
(4) |
|
|
|
|
|
|
|
|
|
Amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
24 |
|
|
33 |
|
|
4 |
|
|
7 |
|
|
|
|
|
|
|
|
|
Prior service cost (credit)
|
2 |
|
|
1 |
|
|
(12) |
|
|
(6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit (income) cost |
$ |
(30) |
|
|
$ |
(34) |
|
|
$ |
4 |
|
|
$ |
13 |
|
|
|
|
|
|
|
|
|
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 $3
million to our pension plans and did not make any contributions to
our postretirement plans during the three months ended March 31,
2022. Currently, we anticipate making additional employer
contributions to our pension and postretirement plans of up to
approximately $30 million for each plan 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.
Note 6. Earnings per Share
We calculated basic and diluted earnings per share (“EPS”) using
the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
|
|
(in millions) |
|
2022 |
|
2021 |
|
|
|
|
Net earnings attributable to Altria |
|
$ |
1,959 |
|
|
$ |
1,424 |
|
|
|
|
|
Less: Distributed and undistributed earnings attributable to
share-based awards
|
|
(4) |
|
|
(3) |
|
|
|
|
|
Earnings for basic and diluted EPS |
|
$ |
1,955 |
|
|
$ |
1,421 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares for basic and diluted EPS |
|
1,818 |
|
|
1,857 |
|
|
|
|
|
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 Three Months Ended March 31, 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
|
|
— |
|
|
138 |
|
|
1 |
|
|
139 |
|
Deferred income taxes |
|
— |
|
|
(32) |
|
|
— |
|
|
(32) |
|
Other comprehensive earnings (losses) before reclassifications, net
of deferred income taxes
|
|
— |
|
|
106 |
|
|
1 |
|
|
107 |
|
|
|
|
|
|
|
|
|
|
Amounts reclassified to net earnings |
|
21 |
|
|
(35) |
|
|
— |
|
|
(14) |
|
Deferred income taxes |
|
(6) |
|
|
7 |
|
|
— |
|
|
1 |
|
Amounts reclassified to net earnings, net of deferred income
taxes |
|
15 |
|
|
(28) |
|
|
— |
|
|
(13) |
|
|
|
|
|
|
|
|
|
|
Other comprehensive earnings (losses), net of deferred income
taxes
|
|
15 |
|
|
78 |
|
(1)
|
1 |
|
|
94 |
|
|
|
|
|
|
|
|
|
|
Balances, March 31, 2022 |
|
$ |
(1,597) |
|
|
$ |
(1,434) |
|
|
$ |
69 |
|
|
$ |
(2,962) |
|
(1)
Primarily reflects the impact of our designated net investment
hedges related to our investment in ABI. For further discussion of
designated net investment hedges, see Note 4.
Financial Instruments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, 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
|
|
— |
|
|
690 |
|
|
22 |
|
|
712 |
|
Deferred income taxes |
|
— |
|
|
(151) |
|
|
— |
|
|
(151) |
|
Other comprehensive earnings (losses) before reclassifications, net
of deferred income taxes
|
|
— |
|
|
539 |
|
|
22 |
|
|
561 |
|
|
|
|
|
|
|
|
|
|
Amounts reclassified to net earnings |
|
38 |
|
|
(28) |
|
|
— |
|
|
10 |
|
Deferred income taxes |
|
(10) |
|
|
6 |
|
|
— |
|
|
(4) |
|
Amounts reclassified to net earnings, net of deferred income
taxes |
|
28 |
|
|
(22) |
|
|
— |
|
|
6 |
|
|
|
|
|
|
|
|
|
|
Other comprehensive earnings (losses), net of deferred income
taxes
|
|
28 |
|
|
517 |
|
(1)
|
22 |
|
|
567 |
|
|
|
|
|
|
|
|
|
|
Balances, March 31, 2021 |
|
$ |
(2,392) |
|
|
$ |
(1,421) |
|
|
$ |
39 |
|
|
$ |
(3,774) |
|
(1)
Primarily reflects our share of ABI’s currency translation
adjustments and the impact of our designated net investment hedges
related to our investment in ABI. For further discussion of
designated net investment hedges, see Note 4.
Financial Instruments.
The following table sets forth pre-tax amounts by component,
reclassified from accumulated other comprehensive losses to net
earnings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
|
|
(in millions) |
|
2022 |
|
2021 |
|
|
|
|
Benefit Plans:
(1)
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
31 |
|
|
$ |
43 |
|
|
|
|
|
Prior service cost/credit |
|
(10) |
|
|
(5) |
|
|
|
|
|
|
|
21 |
|
|
38 |
|
|
|
|
|
ABI
(2)
|
|
(35) |
|
|
(28) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre-tax amounts reclassified from accumulated other comprehensive
losses to net earnings |
|
$ |
(14) |
|
|
$ |
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 equity investments.
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; 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 and services
constitute our reportable segments of smokeable products and oral
tobacco products at March 31, 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 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 Three Months Ended March 31, |
|
|
(in millions) |
|
2022 |
|
2021 |
|
|
|
|
Net Revenues: |
|
|
|
|
|
|
|
|
Smokeable products |
|
$ |
5,265 |
|
|
$ |
5,250 |
|
|
|
|
|
Oral tobacco products |
|
613 |
|
|
626 |
|
|
|
|
|
Wine |
|
— |
|
|
150 |
|
|
|
|
All other |
|
14 |
|
|
10 |
|
|
|
|
|
Net revenues |
|
$ |
5,892 |
|
|
$ |
6,036 |
|
|
|
|
|
Earnings before Income Taxes: |
|
|
|
|
|
|
|
|
OCI: |
|
|
|
|
|
|
|
|
Smokeable products |
|
$ |
2,559 |
|
|
$ |
2,372 |
|
|
|
|
|
Oral tobacco products |
|
407 |
|
|
392 |
|
|
|
|
|
Wine |
|
— |
|
|
18 |
|
|
|
|
|
All other |
|
(5) |
|
|
(14) |
|
|
|
|
|
Amortization of intangibles |
|
(17) |
|
|
(17) |
|
|
|
|
|
General corporate expenses |
|
(60) |
|
|
(61) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
2,884 |
|
|
2,690 |
|
|
|
|
|
Interest and other debt expense, net |
|
281 |
|
|
308 |
|
|
|
|
|
Net periodic benefit income, excluding service cost |
|
(46) |
|
|
(43) |
|
|
|
|
|
Loss on early extinguishment of debt |
|
— |
|
|
649 |
|
|
|
|
|
(Income) losses from equity investments |
|
(34) |
|
|
(51) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Gain) loss on Cronos-related financial instruments |
|
10 |
|
|
(110) |
|
|
|
|
|
Earnings before income taxes |
|
$ |
2,673 |
|
|
$ |
1,937 |
|
|
|
|
|
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 of $60 million
and $32 million for the three months ended March 31, 2022 and 2021,
respectively, to cost of sales 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 10.
Contingencies).
▪Tobacco
and Health and Certain Other Litigation Items:
We
recorded pre-tax charges related to tobacco and health and certain
other litigation items of $12 million and $35 million for the three
months ended March 31, 2022 and 2021, respectively, in our
smokeable products segment. We included these costs in marketing,
administration and research costs in our condensed consolidated
statements of earnings. For further discussion, see Note 10.
Contingencies.
▪Acquisition-Related
Costs:
We recorded pre-tax acquisition-related costs of $37 million for
the three months ended March 31, 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.
Note 9. Debt
Short-term Borrowings and Borrowing Arrangements
At March 31, 2022 and December 31, 2021, we had no
short-term borrowings.
We have a senior unsecured 5-year revolving credit agreement (as
amended, the “Credit Agreement”) that provides for borrowings up to
an aggregate principal amount of $3.0 billion. The Credit
Agreement, which is used for general corporate purposes, expires on
August 1, 2024 and includes an option, subject to certain
conditions, for Altria to extend the expiration date for an
additional one-year period.
At March 31, 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. Interest rates on borrowings under the
Credit Agreement are expected to be based on LIBOR, or a fallback
benchmark rate determined based on prevailing market convention,
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 based on our long-term
senior unsecured debt ratings at March 31, 2022 for
borrowings under the Credit Agreement was 1.0%. 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 March 31, 2022, the ratio of
consolidated EBITDA to Consolidated Interest Expense, calculated in
accordance with the Credit Agreement, was 10.7 to 1.0. At
March 31, 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
March 31, 2022 and December 31, 2021 was $27.9 billion
and $28.0 billion, respectively.
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 March 31, 2022 and December 31, 2021, accrued interest
on long-term debt of $236 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. 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 10.
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 Three Months Ended March 31, |
|
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|
(in millions) |
2022 |
|
2021 |
|
|
|
|
|
|
Accrued liability for tobacco and health and certain other
litigation items at beginning of period |
$ |
91 |
|
|
$ |
9 |
|
|
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|
|
Pre-tax charges for: |
|
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|
|
Tobacco and health and certain other litigation
(1)
|
12 |
|
|
35 |
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|
|
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|
|
Related interest costs |
— |
|
|
— |
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|
Payments |
(103) |
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|
(36) |
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|
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|
Accrued liability for tobacco and health and certain other
litigation items at end of period |
$ |
— |
|
|
$ |
8 |
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(1)
Includes judgments, settlements and fee disputes associated with
tobacco and health and certain other litigation.
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. Pre-tax charges
for related interest costs were included in interest and other debt
expense, net on our condensed consolidated statements of
earnings.
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 $909 million and interest
totaling approximately $227 million as of March 31, 2022. These
amounts include payments for
Engle
progeny judgments (and related costs and fees) totaling
approximately $410 million and related interest totaling
approximately $56 million.
Security for Judgments:
To obtain stays of judgments pending appeal, PM USA has posted
various forms of security. As of April 25, 2022, PM USA has posted
appeal bonds totaling approximately $50 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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April 25, 2022 |
|
April 26, 2021 |
|
April 27, 2020 |
Individual Smoking and Health Cases
(1)
|
163 |
|
162 |
|
109 |
Health Care Cost Recovery Actions
(2)
|
1 |
|
1 |
|
1 |
E-vapor Cases
(3)
|
3,744 |
|
2,150 |
|
202 |
Other Tobacco-Related Cases
(4)
|
3 |
|
3 |
|
4 |
(1)
Includes as of April 25, 2022, 18 cases filed in Illinois, 17 cases
filed in New Mexico, 42 cases filed in Massachusetts and 53
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 1,408 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 April 25, 2022, 53 class action lawsuits, 2,891
individual lawsuits and 800 “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 53 class
action lawsuits include 28 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 April 25, 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 April 25, 2022, (i) Altria is named as a defendant in three
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 April 25, 2022, five
Engle
progeny cases and one individual smoking and health case against PM
USA are set for trial through June 30, 2022. Trial dates are
subject to change and many of the trials were postponed due to the
COVID-19 pandemic; however, the courts are reopening and additional
trials may be scheduled for the remainder of 2022.
Trial Results:
Since January 1999, excluding the
Engle
progeny cases (separately discussed below), verdicts have been
returned in 70 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 70 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 25 non-Engle
progeny cases in which verdicts were returned in favor of
plaintiffs, 22 have reached final resolution, and one case
(Principe)
that was initially returned in favor of plaintiffs was reversed
post-trial and remains pending.
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 April 25, 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.
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.
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, which
appeal remains pending.
Laramie:
In August 2019, a jury in a Massachusetts state court returned a
verdict in favor of plaintiff and against PM USA, awarding $11
million in compensatory damages and $10 million in punitive
damages. PM USA appealed and, in February 2021, the Massachusetts
Supreme Judicial Court asserted jurisdiction over the appeal. In
September 2021, the Massachusetts Supreme Judicial Court affirmed
the trial court award of $21 million in compensatory and punitive
damages. PM USA recorded a pre-tax provision of approximately $27.1
million in the third quarter of 2021 and paid $30.3 million
(including the judgment and interest) in December
2021.
Gentile:
In October 2017, a jury in a Florida state court returned a verdict
in favor of plaintiff and against PM USA, awarding approximately
$7.1 million in compensatory damages and allocating 75% of the
fault to PM USA. PM USA appealed. In September 2019, the Florida
Fourth District Court of Appeal reversed the judgment entered by
the trial court, granted PM USA judgment on certain claims and
remanded for a new trial on the remaining claims. Plaintiff
petitioned the Florida Supreme Court for further review, which the
court denied in January 2021. In March 2022, PM USA settled with
plaintiff, concluding the case.
Federal Government’s Lawsuit:
See
Health Care Cost Recovery Litigation - Federal Government’s
Lawsuit
below for a discussion of the verdict and post-trial developments
in the
United States of America
health care cost recovery case.
Engle
Class Action:
In July 2000, in the second phase of the
Engle
smoking and health class action in Florida, a jury returned a
verdict assessing punitive damages totaling approximately $145
billion against various defendants, including $74 billion against
PM USA. Following entry of judgment, PM USA appealed. In May 2003,
the Florida Third District Court of Appeal reversed the judgment
entered by the trial court and instructed the trial court to order
the decertification of the class. Plaintiffs petitioned the Florida
Supreme Court for further review.
In July 2006, the Florida Supreme Court ordered that the punitive
damages award be vacated, that the class approved by the trial
court be decertified and that members of the decertified class
could file individual actions against defendants within one year of
issuance of the mandate. The court further declared the following
Phase I findings are entitled to
res judicata
effect in such individual actions brought within one year of the
issuance of the mandate: (i) that smoking causes various
diseases; (ii) that nicotine in cigarettes is addictive;
(iii) that defendants’ cigarettes were defective and
unreasonably dangerous; (iv) that defendants concealed or
omitted material information not otherwise known or available
knowing that the material was false or misleading or failed to
disclose a material fact concerning the health effects or addictive
nature of smoking; (v) that defendants agreed to misrepresent
information regarding the health effects or addictive nature of
cigarettes with the intention of causing the public to rely on this
information to their detriment; (vi) that defendants agreed to
conceal or omit information regarding the health effects of
cigarettes or their addictive nature with the intention that
smokers would rely on the information to their detriment;
(vii) that all defendants sold or supplied cigarettes that
were defective; and (viii) that defendants were
negligent.
In August 2006, PM USA and plaintiffs sought rehearing from the
Florida Supreme Court on parts of its July 2006 opinion. In
December 2006, the Florida Supreme Court refused to revise its July
2006 ruling, except that it revised the set of Phase I findings
entitled to
res judicata
effect by excluding finding (v) listed above (relating to
agreement to misrepresent information), and added the finding that
defendants sold or supplied cigarettes that, at the time of sale or
supply, did not conform to the representations of fact made by
defendants. In February 2008, the trial court decertified the
class.
Pending
Engle
Progeny Cases:
The deadline for filing
Engle
progeny cases expired in January 2008, at which point a total of
approximately 9,300 federal and state claims were pending. As of
April 25, 2022, approximately 813 state court cases
were
pending against PM USA or Altria asserting individual claims by or
on behalf of approximately 1,005 state court plaintiffs. Because of
a number of factors, including docketing delays, duplicated filings
and overlapping dismissal orders, these numbers are estimates.
While the 2015 federal
Engle
agreement resolved nearly all
Engle
progeny cases pending in federal court, as of April 25, 2022, two
cases were pending against PM USA in federal court representing the
cases excluded from that agreement.
Engle
Progeny Trial Results:
As of April 25, 2022, 138 federal and state
Engle
progeny cases involving PM USA have resulted in verdicts since the
Florida Supreme Court
Engle
decision. Seventy-six verdicts were returned in favor of plaintiffs
and eight verdicts (Skolnick,
Calloway,
Oshinsky-Blacker,
McCoy, Mahfuz, Neff,
Frogel
and
Gloger)
that were initially returned in favor of plaintiffs were reversed
post-trial or on appeal and remain pending.
Fifty-four verdicts were returned in favor of PM USA, of which 44
were state cases. In addition, there have been a number of
mistrials, only some of which have resulted in new trials as of
April 25, 2022. The jury in one case,
Garcia,
awarded plaintiff compensatory damages and found plaintiff was
entitled to punitive damages; however, the court declared a
mistrial in the second phase of the trial regarding punitive
damages because the jury was unable to determine the amount of the
punitive damages. Four verdicts (Pearson,
D. Cohen,
Collar
and
Chacon)
that were returned in favor of PM USA were subsequently reversed
for new trials. Juries in two cases (Reider
and
Banks)
returned zero damages verdicts in favor of PM
USA.
Juries in two other cases (Weingart
and
Hancock)
returned verdicts against PM USA awarding no damages, but the trial
court in each case decided to award plaintiffs damages. One
case,
Pollari,
resulted in a verdict in favor of PM USA following a retrial of an
initial verdict returned in favor of plaintiff. Plaintiff and
defendants appealed the verdict and the appellate court affirmed
the judgment in favor of the defendants. Three cases,
Gloger,
Rintoul
(Caprio)
and
Duignan,
resulted in verdicts in favor of plaintiffs following retrial of
initial verdicts returned in favor of plaintiffs. Post-trial
appeals are pending in
Rintoul
(Caprio)
and
Duignan,
while the verdict in
Gloger
was reversed upon appeal and the case was remanded for a new trial.
Two cases,
Freeman
and
Harris,
resulted in an appellate reversal of a jury verdict in favor of
plaintiff, and a judgment in favor of PM USA.
The chart below lists the verdicts and post-trial developments in
certain
Engle
progeny cases in which verdicts were returned in favor of
plaintiffs. The chart lists cases that are pending as of April 25,
2022 but where PM USA has determined an unfavorable outcome is not
probable and the amount of loss cannot be reasonably estimated.
Unless otherwise noted for a particular case, the jury’s award for
compensatory damages will not be reduced by any finding of
plaintiff’s comparative fault. Further, the damages noted reflect
adjustments based on post-trial or appellate rulings. As of April
25, 2022, there is no
Engle
progeny case where PM USA has recorded a provision in its condensed
consolidated financial statements because PM USA has not determined
for any currently pending case that an unfavorable outcome is
probable and the amount of the loss can be reasonably
estimated.
References below to “R.J. Reynolds,” “Lorillard” and “Liggett
Group” are to R.J. Reynolds Tobacco Company, Lorillard Tobacco
Company and Liggett Group, LLC, respectively.
Currently Pending Engle Cases with Verdicts Against PM
USA
(rounded to nearest $ million)
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Plaintiff |
Verdict Date |
Defendant(s) |
Court |
Compensatory Damages
(1)
|
Punitive Damages
(PM USA) |
Post-Trial Status |
Schertzer |
April 2022 |
PM USA and R.J. Reynolds |
Miami-Dade |
$3 million
|
$0
|
PM USA plans to file one or more post-trial motions.
|
Lipp |
September 2021 |
PM USA |
Miami-Dade |
$15 million
|
$28 million
|
Appeal by defendant to Third District Court of Appeal
pending. |
Garcia
|
May 2021
|
PM USA |
Miami-Dade |
$6 million
|
Mistrial |
Appeals by plaintiff and defendant to Third District Court of
Appeal pending. |
Duignan |
February 2020
(2)
|
PM USA and R.J. Reynolds |
Pinellas |
$3 million
|
$12 million
|
Second District Court of Appeal affirmed the judgment against
defendants. Defendants’ petitioned the Florida Supreme Court for
review. Case stayed pending Florida Supreme Court decision
in
Prentice.(3)
|
Cuddihee |
January 2020 |
PM USA |
Duval |
$3 million
|
$0
|
Appeal by defendant to First District Court of Appeal
pending. |
Rintoul
(Caprio)
|
November 2019
(2)
|
PM USA and R.J. Reynolds |
Broward |
$9 million
|
$74 million
|
Appeals by plaintiff and defendants to Fourth District Court of
Appeal pending. |
Gloger |
November 2019
(2)
|
PM USA and R.J. Reynolds |
Miami-Dade |
$15 million
|
$11 million
|
Third District Court of Appeal reversed the judgment against
defendants and remanded for a new trial. |
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Plaintiff |
Verdict Date |
Defendant(s) |
Court |
Compensatory Damages
(1)
|
Punitive Damages
(PM USA) |
Post-Trial Status |
McCall |
March 2019 |
PM USA |
Broward |
<$1 million (<$1 million PM USA)
|
$0
|
New trial ordered on punitive damages. |
Neff |
March 2019 |
PM USA and R.J. Reynolds |
Broward |
$4 million
|
$2 million
|
Fourth District Court of Appeal reversed the judgment against
defendants and remanded for a new trial. Plaintiff’s petition for
review to the Florida Supreme Court pending.
|
Mahfuz |
February 2019 |
PM USA and R.J. Reynolds |
Broward |
$12 million
|
$10 million
|
Fourth District Court of Appeal reversed the judgment against
defendants and remanded for a new trial. Florida Supreme Court
denied plaintiff’s petition for review of the Fourth District Court
of Appeal’s decision.
|
Holliman |
February 2019 |
PM USA |
Miami-Dade |
$3 million
|
$0
|
Appeal by defendant to Third District Court of Appeal
pending. |
Chadwell |
September 2018 |
PM USA |
Miami-Dade |
$2 million
|
$0
|
Third District Court of Appeal affirmed the compensatory damages
award. Defendant’s petitioned the Florida Supreme Court for review.
Case stayed pending Florida Supreme Court decision in
Prentice.(3)
|
Kaplan |
July 2018 |
PM USA and R.J. Reynolds |
Broward |
$2 million
|
$2 million
|
Florida Supreme Court vacated the punitive damages award in
accordance with the decision in
Sheffield
(3).
The Fourth District Court of Appeals remanded the case to the trial
court.
|
R. Douglas |
November 2017 |
PM USA |
Duval |
<$1 million
|
$0
|
Awaiting entry of final judgment by the trial court. |
Sommers |
April 2017 |
PM USA |
Miami-Dade |
$1 million
|
$0
|
Third District Court of Appeal affirmed compensatory damages award
and granted new trial on punitive damages. Florida Supreme Court
denied PM USA’s petition for review of the Third District Court of
Appeal’s decision. PM USA paid approximately $1 million for the
compensatory damages award and awaits the new trial on punitive
damages.
|
Cooper
(Blackwood)
|
September 2015 |
PM USA and R.J. Reynolds |
Broward |
$5 million
(<$1 million PM USA)
|
$0
|
Fourth District Court of Appeal affirmed judgment and granted a new
trial on punitive damages. |
D. Brown |
January 2015 |
PM USA |
Federal Court - Middle District of Florida |
$8 million
|
$9 million
|
Appeal by defendant to U.S. Court of Appeals for the Eleventh
Circuit stayed pending Florida Supreme Court decision in
Prentice.(3)
|
(1)
PM USA’s portion of the compensatory damages award is noted
parenthetically where the court has ruled that comparative fault
applies.
(2)
Plaintiff’s verdict following a retrial of an initial verdict in
favor of plaintiff.
(3)
PM USA is not a defendant in
Sheffield
or
Prentice.
Both cases are discussed below in
Engle Progeny Appellate Issues.
Engle
Progeny Appellate Issues:
Appellate decisions in the following
Engle
progeny cases may have wide application to other
Engle
progeny cases:
In
Mary Sheffield v. R.J. Reynolds Tobacco Company,
an
Engle
progeny case against R.J. Reynolds only, the Florida Supreme Court
resolved a conflict among Florida’s District Courts of Appeal
finding that the 1999 amendments to Florida’s punitive damages
statute (including its caps and bar on multiple punitive damages
awards for the same course of conduct) apply in wrongful death
cases where the decedent was injured prior to the October 1, 1999
effective date of the amendments but died from his or her injuries
after such effective date.
In
Linda Prentice v. R.J. Reynolds Tobacco Company,
an
Engle
progeny case against R.J. Reynolds only, the Florida Supreme Court
resolved a conflict among Florida’s District Courts of Appeal
finding that in order for an
Engle
plaintiff to prevail on fraudulent concealment and conspiracy
claims, plaintiff must prove that the smoker relied to his or her
detriment on a statement
that concealed or omitted material information about the health
risks or addictiveness of smoking. The Florida Supreme Court
declined to revisit its prior decisions giving preclusive effect to
the
Engle
Phase I findings, described above in
Engle Class Action.
Plaintiffs filed a motion seeking rehearing on the proper remedy
for cases in which the court’s jury instructions did not comply
with the Florida Supreme Court’s decision in
Prentice.
Florida Bond Statute:
In June 2009, Florida amended its existing bond cap statute by
adding a $200 million bond cap that applies to all state
Engle
progeny lawsuits in the aggregate and establishes individual bond
caps for individual
Engle
progeny cases in amounts that vary depending on the number of
judgments in effect at a given time. Plaintiffs have been
unsuccessful in various challenges to the bond cap statute in
Florida state court.
No federal court has yet addressed the constitutionality of the
bond cap statute or the applicability of the bond cap to
Engle
progeny cases tried in federal court.
From time to time, legislation has been presented to the Florida
legislature that would repeal the bond cap statute; however to
date, no legislation repealing the statute has passed.
Other Smoking and Health Class Actions:
Since the dismissal in May 1996 of a purported nationwide class
action brought on behalf of allegedly addicted smokers, plaintiffs
have filed numerous putative smoking and health class action suits
in various state and federal courts. In general, these cases have
purported to be brought on behalf of residents of a particular
state or states (although a few cases have purported to be
nationwide in scope) and have raised addiction claims and, in many
cases, claims of physical injury as well.
Class certification has been denied or reversed by courts in 61
smoking and health class actions involving PM USA in Arkansas (1),
California (1), Delaware (1), the District of Columbia (2), Florida
(2), Illinois (3), Iowa (1), Kansas (1), Louisiana (1), Maryland
(1), Michigan (1), Minnesota (1), Nevada (29), New Jersey (6), New
York (2), Ohio (1), Oklahoma (1), Oregon (1), Pennsylvania (1),
Puerto Rico (1), South Carolina (1), Texas (1) and Wisconsin
(1). See
Certain Other Tobacco-Related Litigation
below for a discussion of “Lights” and “Ultra Lights” class action
cases and medical monitoring class action cases pending against PM
USA.
As of April 25, 2022, PM USA and Altria are named as defendants,
along with other cigarette manufacturers, in seven class actions
filed in the Canadian provinces of Alberta, Manitoba, Nova Scotia,
Saskatchewan, British Columbia and Ontario. In Saskatchewan,
British Columbia (two separate cases) and Ontario, plaintiffs seek
class certification on behalf of individuals who suffer or have
suffered from various diseases, including chronic obstructive
pulmonary disease, emphysema, heart disease or cancer, after
smoking defendants’ cigarettes. In the actions filed in Alberta,
Manitoba and Nova Scotia, plaintiffs seek certification of classes
of all individuals who smoked defendants’ cigarettes. In March
2019, all of these class actions were stayed as a result of three
Canadian tobacco manufacturers (none of which is related to us)
seeking protection under Canada’s Companies’ Creditors Arrangement
Act (which is similar to Chapter 11 bankruptcy in the United
States). The companies entered into these proceedings following a
Canadian appellate court upholding two smoking and health class
action verdicts against those companies totaling approximately CAD
$13 billion. See
Guarantees and Other Similar Matters
below for a discussion of the Distribution Agreement between Altria
and PMI, which provides for indemnities for certain liabilities
concerning tobacco products.
Health Care Cost Recovery Litigation
Overview:
In the health care cost recovery litigation, governmental entities
seek reimbursement of health care cost expenditures allegedly
caused by tobacco products and, in some cases, of future
expenditures and damages. Relief sought by some but not all
plaintiffs includes punitive damages, multiple damages and other
statutory damages and penalties, injunctions prohibiting alleged
marketing and sales to minors, disclosure of research, disgorgement
of profits, funding of anti-smoking programs, additional disclosure
of nicotine yields, and payment of attorney and expert witness
fees.
Although there have been some decisions to the contrary, most
judicial decisions in the United States have dismissed all or most
health care cost recovery claims against cigarette manufacturers.
Nine federal circuit courts of appeals and eight state appellate
courts, relying primarily on grounds that plaintiffs’ claims were
too remote, have ordered or affirmed dismissals of health care cost
recovery actions. The U.S. Supreme Court has refused to consider
plaintiffs’ appeals from the cases decided by five federal circuit
courts of appeal.
In addition to the cases brought in the United States, health care
cost recovery actions have also been brought against tobacco
industry participants, including PM USA and Altria, in Canada (10
cases), and other entities have stated that they are
considering filing such actions.
Since the beginning of 2008, the Canadian Provinces of British
Columbia, New Brunswick, Ontario, Newfoundland and Labrador,
Quebec, Alberta, Manitoba, Saskatchewan, Prince Edward Island and
Nova Scotia have brought health care reimbursement claims against
cigarette manufacturers. PM USA is named as a defendant in the
British Columbia and Quebec cases, while both Altria and PM USA are
named as defendants in the New Brunswick, Ontario, Newfoundland and
Labrador, Alberta, Manitoba, Saskatchewan, Prince Edward Island and
Nova Scotia cases. The Nunavut Territory and Northwest
Territory have passed legislation permitting similar claims, but
lawsuits based on this legislation have not been filed. All of
these cases have been stayed pending resolution of proceedings in
Canada involving three tobacco manufacturers (none of which are
affiliated with us) under the Companies’ Creditors Arrangement Act
discussed above. See
Smoking and Health Litigation - Other Smoking and Health Class
Actions
above for a discussion of these proceedings. See
Guarantees and Other Similar Matters
below for a discussion of the Distribution Agreement between Altria
and PMI that provides for indemnities for certain liabilities
concerning tobacco products.
Settlements of Health Care Cost Recovery Litigation:
In November 1998, PM USA and certain other tobacco product
manufacturers entered into the Master Settlement Agreement (the
“MSA”) with 46 states, the District of Columbia and certain United
States territories to settle asserted and unasserted health care
cost recovery and other claims. PM USA and certain other tobacco
product manufacturers had previously entered into agreements to
settle similar claims brought by Mississippi, Florida, Texas and
Minnesota (together with the MSA, the “State Settlement
Agreements”). The State Settlement Agreements require that the
original participating manufacturers or “OPMs” (now PM USA, R.J.
Reynolds and, with respect to certain brands, ITG Brands, LLC
(“ITG”)) make annual payments of approximately $9.4 billion,
subject to adjustments for several factors, including inflation,
market share and industry volume. In addition, the OPMs are
required to pay settling plaintiffs’ attorneys’ fees, subject to an
annual cap of $500 million; these quarterly payments are expected
to end in 2024. For the three months ended March 31, 2022 and 2021,
the aggregate amount recorded in cost of sales with respect to the
State Settlement Agreements was approximately $900 million for each
period. These amounts include PM USA’s estimate of amounts related
to NPM Adjustments discussed below.
NPM Adjustment Disputes:
The “NPM Adjustment” is a reduction in MSA payments made by the
OPMs and those manufacturers that are subsequent signatories to the
MSA (collectively, the “participating manufacturers” or “PMs”) that
applies if the PMs collectively lose at least a specified level of
market share to non-participating manufacturers since 1997, subject
to certain conditions and defenses.
The independent auditor (“IA”) appointed under the MSA has
calculated that PM USA’s share of the maximum potential NPM
Adjustments for 2004-2021 is (exclusive of interest or earnings):
$388 million for 2004; $181 million for 2005; $154 million for
2006; $185 million for 2007; $250 million for 2008; $211 million
for 2009; $218 million for 2010; $166 million for 2011; $214
million for 2012; $224 million for 2013; $258 million for 2014;
$313 million for 2015; $292 million for 2016; $285 million for
2017; $318 million for 2018; $415 million for 2019; $573 million
for 2020; and $635 million for 2021. These maximum amounts will be
reduced, likely substantially, to reflect the NPM Adjustment
settlements discussed below, and potentially for current and future
calculation disputes and other developments. In addition, PM USA’s
recovery of these amounts, even as reduced, is dependent upon
subsequent determinations regarding state-specific defenses and
disputes with other PMs.
Settlements of NPM Adjustment Disputes.
▪Multi-State
Settlement.
By the end of 2018, PM USA entered into a multi-state settlement of
NPM Adjustment disputes with a total of 36 MSA states and
territories in which PM USA settled the NPM Adjustment disputes
through 2022 with 35 of the 36 states, and through 2024 with one
state. In March 2022, Illinois joined the multi-state settlement,
settling the NPM Adjustment disputes through 2028 and bringing the
total number of settling states and territories to 37. As a result,
PM USA will receive approximately $80 million for 2004-2021 ($20
million of which relates to the 2019-2021 “transition years”). In
connection with this development for Illinois, PM USA recorded $80
million as a reduction to cost of sales in the first quarter of
2022. Pursuant to the multi-state settlement, PM USA has received
$1.15 billion and expects to receive approximately $410 million in
credits to offset PM USA’s MSA payments through 2036.
▪New
York Settlement.
In 2015, PM USA entered into a separate NPM Adjustment settlement
with New York in which PM USA settled the NPM Adjustment disputes
with New York in perpetuity. PM USA has received $435 million
pursuant to the New York settlement and expects to receive annual
credits applied against the MSA payments due to New York going
forward.
▪Montana
Settlement.
In 2020, PM USA entered into a separate NPM Adjustment settlement
with Montana in which PM USA settled the NPM Adjustment disputes
with Montana through 2030. This settlement resulted in a payment by
PM USA of $4 million.
Continuing NPM Adjustment Disputes with States That Have Not
Settled.
▪2004
NPM Adjustment.
The PMs and the nine states that have not settled the NPM
Adjustment disputes are currently arbitrating NPM Adjustment
disputes for 2004 in a multi-state arbitration. A tenth state,
Illinois, also participated in the arbitration, but joined the
multi-state settlement after the arbitration panel issued its
decisions described below. Hearings for nine of the 10 states
concluded by the end of 2020. In September 2021, the arbitration
panels issued decisions finding that two states, Missouri and
Washington, were not diligent in their enforcement of their escrow
statutes in 2004 and, therefore, are subject to the NPM adjustment
for 2004. The arbitration panels further found that the remaining
seven states
were diligent in their enforcement and, therefore, are not subject
to the NPM adjustment for 2004. The hearing for one remaining state
concluded in March 2022; however, a decision has not yet been
issued. The two states determined by the arbitration panel to be
non-diligent have filed motions in applicable state courts and with
the arbitration panels challenging these determinations and several
issues remain to be resolved by the arbitration panels that will
affect the final amount of the 2004 NPM adjustment PM USA and other
PMs will receive. PM USA recorded $21 million as a reduction to
cost of sales in the third quarter of 2021 for its estimate of the
minimum amount of the 2004 NPM adjustment it will receive. PM USA
estimates it is entitled to interest of approximately $23 million
in connection with the 2004 NPM adjustment, which it recorded as
interest income in the third quarter of 2021.
▪2005-2007
NPM Adjustments.
The PMs and the nine states that have not settled the NPM
Adjustment disputes are currently arbitrating NPM Adjustment
disputes before a single arbitration panel. The arbitration
encompasses three years, 2005-2007, for eight of the nine states,
and one year, 2005, for one state. As of April 25, 2022, no
decisions have resulted from the arbitration.
▪Subsequent
Years.
No assurance can be given as to when proceedings for 2008 and
subsequent years will be scheduled or the precise form those
proceedings will take.
Other Disputes Under the State Settlement Agreements:
The payment obligations of the tobacco product manufacturers that
are parties to the State Settlement Agreements, as well as the
allocations of any NPM Adjustments and related settlements, have
been and may continue to be affected by R.J. Reynolds’s acquisition
of Lorillard in 2015 and its related sale of certain cigarette
brands to ITG (the “ITG transferred brands”). PM USA filed motions
to enforce the State Settlement Agreements in Florida, Minnesota,
Texas and Mississippi in connection with various positions that
R.J. Reynolds and ITG took with regard to the ITG transferred
brands. After various court decisions in each of those states that
were favorable to PM USA, those motions to enforce have now been
resolved either through settlement or exhaustion of appeals.
Despite these resolutions, PM USA continues to dispute the accuracy
of certain submissions made by R.J. Reynolds and ITG concerning the
calculation of certain payments relating to the ITG transferred
brands and may pursue such claims.
In December 2019, the State of Mississippi filed a motion in
Mississippi state court seeking to enforce the Mississippi State
Settlement Agreement against PM USA, R.J. Reynolds and ITG
concerning the tax rates used in the annual calculation of the net
operating profit adjustment payments starting in 2018. The
Mississippi state court held a hearing in October 2021 and has not
yet issued a decision.
In January 2021, PM USA and other PMs reached an agreement with
several MSA states to waive the PMs’ claim under the most favored
nation provision of the MSA in connection with a settlement between
those MSA states and a non-participating manufacturer, S&M
Brands, Inc. (“S&M Brands”), under which the states released
certain claims against S&M Brands in exchange for receiving a
portion of the funds S&M Brands deposited into escrow accounts
in those states pursuant to the states’ escrow statutes. In
consideration for waiving its most favored nation claim, PM USA
received approximately $32 million from the escrow funds paid to
those MSA states under their settlement with S&M Brands. These
funds were received in January 2021 and were recorded in our
condensed consolidated statement of earnings for the first quarter
of 2021 as a reduction to cost of sales.
Federal Government’s Lawsuit:
In 1999, the U.S. government filed a lawsuit in the U.S. District
Court for the District of Columbia against various cigarette
manufacturers, including PM USA, and others, including Altria,
asserting claims under three federal statutes. The case ultimately
proceeded only under the civil provisions of RICO. In August 2006,
the district court held that certain defendants, including Altria
and PM USA, violated RICO and engaged in seven of the eight
“sub-schemes” to defraud that the government had alleged.
Specifically, the court found that:
▪defendants
falsely denied, distorted and minimized the significant adverse
health consequences of smoking;
▪defendants
hid from the public that cigarette smoking and nicotine are
addictive;
▪defendants
falsely denied that they control the level of nicotine delivered to
create and sustain addiction;
▪defendants
falsely marketed and promoted “low tar/light” cigarettes as less
harmful than full-flavor cigarettes;
▪defendants
falsely denied that they intentionally marketed to
youth;
▪defendants
publicly and falsely denied that ETS is hazardous to non-smokers;
and
▪defendants
suppressed scientific research.
The court did not impose monetary penalties on defendants, but
ordered the following relief: (i) an injunction against
“committing any act of racketeering” relating to the manufacturing,
marketing, promotion, health consequences or sale of cigarettes in
the United States; (ii) an injunction against participating
directly or indirectly in the management or control of the Council
for Tobacco Research, the Tobacco Institute, or the Center for
Indoor Air Research, or any successor or affiliated entities of
each; (iii) an injunction against “making, or causing to be made in
any way, any material false, misleading, or deceptive statement or
representation or engaging in any public relations or marketing
endeavor that is disseminated to the United States public and that
misrepresents or suppresses information concerning cigarettes;”
(iv) an injunction against
conveying any express or implied health message or health
descriptors on cigarette packaging or in cigarette advertising or
promotional material, including “lights,” “ultra lights” and “low
tar,” which the court found could cause consumers to believe one
cigarette brand is less hazardous than another brand; (v) the
issuance of “corrective statements” in various media regarding the
adverse health effects of smoking, the addictiveness of smoking and
nicotine, the lack of any significant health benefit from smoking
“low tar” or “light” cigarettes, defendants’ manipulation of
cigarette design to ensure optimum nicotine delivery and the
adverse health effects of exposure to ETS; (vi) the disclosure on
defendants’ public document websites and in the Minnesota document
repository of all documents produced to the government in the
lawsuit or produced in any future court or administrative action
concerning smoking and health until the third quarter of 2021, with
certain additional requirements as to documents withheld from
production under a claim of privilege or confidentiality;
(vii) the disclosure of disaggregated marketing data to the
government in the same form and on the same schedule as defendants
now follow in disclosing such data to the FTC for a period of 10
years; (viii) certain restrictions on the sale or transfer by
defendants of any cigarette brands, brand names, formulas or
cigarette businesses within the United States; and
(ix) payment of the government’s costs in bringing the
action.
Following several years of appeals relating to the content of the
corrective statements remedy described above, in October 2017, the
district court approved the parties’ proposed consent order
implementing corrective statements in newspapers and on television.
The corrective statements began appearing in newspapers and on
television in the fourth quarter of 2017. In April 2018, the
parties reached agreement on the implementation details of the
corrective statements on websites and onserts. The corrective
statements began appearing on websites in the second quarter of
2018 and the onserts began appearing in the fourth quarter of
2018.
In 2014 and 2019, we recorded provisions totaling approximately $36
million for the estimated costs of implementing the corrective
communications remedy.
The requirements related to corrective statements at point-of-sale
remain outstanding. In May 2014, the district court ordered further
briefing on the issue, which was completed in June 2014. In May
2018, the parties submitted a joint status report and additional
briefing on point-of-sale signage to the district court. In May
2019, the district court ordered a hearing on the point-of-sale
signage issue. The hearing is currently scheduled for June
2022.
In June 2020, the U.S. government filed a motion with the district
court asking for clarification as to whether the court-ordered
injunction that applies to cigarettes also applies to
HeatSticks,
a heated tobacco product used with the
IQOS
electronic device. In August 2020, we filed an opposition to the
government’s motion and, in the alternative, a motion to modify the
injunction to make clear it does not apply to
HeatSticks.
Regardless of the district court’s decisions on the pending
motions, the government has indicated it will not oppose a
modification to the injunction that permits PM USA to use the
Modified Risk Tobacco Product claim authorized by the U.S. Food and
Drug Administration for
HeatSticks.
E-vapor Product Litigation
As of April 25, 2022, we are defendants in 53 class action lawsuits
relating to JUUL e-vapor products. JUUL is an additional named
defendant in each of these lawsuits. The theories of recovery
include violation of RICO, fraud, failure to warn, design defect,
negligence and unfair trade practices. Plaintiffs seek various
remedies, including compensatory and punitive damages and an
injunction prohibiting product sales. The 53 class action lawsuits
include 28 cases 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. Three of the class action lawsuits are pending in
Canada.
We also have been named as defendants in other lawsuits involving
JUUL e-vapor products, including 2,891 individual lawsuits and 800
“third party” lawsuits, which include school districts, state and
local governments and tribal and healthcare organization lawsuits.
JUUL is an additional named defendant in each of these
lawsuits.
In October 2019, the U.S. Judicial Panel on Multidistrict
Litigation ordered the coordination or consolidation of the federal
individual and class action lawsuits mentioned above in the U.S.
District Court for the Northern District of California for pretrial
purposes.
We filed motions to dismiss certain claims in the class action and
school district cases, including the federal RICO claim. In October
2020, the U.S. District Court for the Northern District of
California granted the motion to dismiss the RICO class action
claim without prejudice. Although it otherwise denied the motion,
the court found that plaintiffs had not sufficiently alleged
standing or causation with respect to their claim under California
law. The court also granted the motion to dismiss the RICO claim in
the cases filed by various school districts, but denied the motion
in all other respects. The court gave plaintiffs the opportunity to
amend their complaints to attempt to cure the deficiencies the
court identified and plaintiffs filed their amended complaints in
November 2020. In January 2021, we filed a renewed motion to
dismiss the RICO claim, which the court denied in April 2021. The
court has set dates for the first three cases to be tried in 2022,
with the first case scheduled to commence in June
2022.
An additional group of cases is pending in California state courts.
In January 2020, the Judicial Council of California determined that
this group of cases was appropriate for coordination and assigned
the group to the Superior Court of California, Los Angeles County,
for pretrial purposes.
JUUL also is named in a significant number of additional individual
and class action lawsuits to which we are not currently
named.
Three of the “third party” lawsuits noted above against us and JUUL
were initiated, individually, by the attorneys general of Alaska,
Hawaii and Minnesota alleging violations of state consumer
protection and other similar laws. We filed motions to dismiss each
of these three lawsuits and the motions were denied in February
2022, May 2021 and June 2021, respectively. However, in the Alaska
lawsuit, although the trial court declined to dismiss most of the
plaintiff’s claims, the trial court did dismiss plaintiff’s public
nuisance claim. JUUL is also named in other attorneys general
lawsuits in which we are not currently named. As of April 25, 2022,
JUUL settled four such lawsuits by, in each case, agreeing to a
monetary payment (on average approximately $20 million) and to
certain restrictions on its sales and marketing
activities.
IQOS
Litigation
In April 2020, RAI Strategic Holdings, Inc. and R.J. Reynolds Vapor
Co., which are affiliates of R.J. Reynolds, filed a lawsuit against
Altria, PM USA, Altria Client Services LLC, PMI and its affiliate,
Philip Morris Products S.A., in the U.S. District Court for the
Eastern District of Virginia. The lawsuit asserts claims of patent
infringement based on the sale of the
IQOS
electronic device and
HeatSticks
in the United States. Plaintiffs seek various remedies, including
preliminary and permanent injunctive relief, treble damages and
attorneys’ fees. Altria and PMI have been dismissed from the
lawsuit. In June 2020, the remaining defendants filed a motion to
dismiss certain of plaintiffs’ claims and also filed counterclaims
against the plaintiffs for infringement of various patents owned by
the remaining defendants. The case was stayed in December 2020 due
to the COVID-19 pandemic; however, the stay was lifted with respect
to defendants’ counterclaims in February 2021. The trial is
currently scheduled for June 2022.
Also in April 2020, a related patent infringement action was filed
against the same defendants by the same plaintiffs, as well as R.J.
Reynolds, with the U.S. International Trade Commission (“ITC”), but
the remedies sought included a prohibition on the importation of
the
IQOS
electronic device,
HeatSticks
and component parts into the United States and on the sale of any
such products previously imported into the United States. No
damages are recoverable in the proceedings before the ITC. In
September 2021, the ITC issued a limited exclusion order barring
the importation of the
IQOS
electronic device,
HeatSticks
and the infringing components into the United States and a cease
and desist order barring domestic sales, marketing and distribution
of these imported products. The orders became effective on November
29, 2021. Consequently, PM USA removed the
IQOS
electronic device and
HeatSticks
from the marketplace. In December 2021, defendants appealed the
orders to the U.S. Court of Appeals for the Federal Circuit and, in
January 2022, the court denied defendants’ motion to stay the
orders pending the conclusion of the appeal.
An additional unrelated patent infringement case regarding
the
IQOS
electronic device was filed in November 2020 in the U.S. District
Court for the Northern District of Georgia against PM USA and
Philip Morris Products S.A. seeking damages and equitable relief.
In February 2021, defendants filed a motion to dismiss the lawsuit,
which the court granted in July 2021. In December 2021, the U.S.
District Court denied plaintiff’s motion to amend the complaint and
plaintiff appealed this ruling to the U.S. Court of Appeals for the
Federal Circuit, which appeal remains pending.
Antitrust Litigation
In April 2020, the FTC issued an administrative complaint against
Altria and JUUL alleging that our 35% investment in JUUL and the
associated agreements constitute an unreasonable restraint of trade
in violation of Section 1 of the Sherman Antitrust Act of 1890
(“Sherman Act”) and Section 5 of the Federal Trade Commission Act
of 1914, and substantially lessened competition in violation of
Section 7 of the Clayton Antitrust Act (“Clayton Act”). If the
FTC’s challenge is successful, the FTC may order a broad range of
remedies, including divestiture of our minority investment in JUUL,
rescission of the transaction and all associated agreements, a
requirement of FTC approval of future agreements related to the
development, manufacture, distribution or sale of e-vapor products
and prohibition against any officer or director of either Altria or
JUUL serving on the other party’s board of directors or attending
meetings of the other party’s board of directors and notice to the
FTC in advance of certain corporate actions, including
acquisitions, mergers or certain corporate restructurings. In
February 2022, the administrative law judge dismissed the FTC’s
complaint and, also in February 2022, FTC complaint counsel
appealed the administrative law judge’s decision to the FTC. The
appeal to the FTC remains pending; however, any adverse ruling the
FTC issues following its review may be appealed to any U.S. Court
of Appeals.
Also as of April 25, 2022, 17 putative class action lawsuits have
been filed against Altria and JUUL in the U.S. District Court for
the Northern District of California. The lawsuits initially named,
in addition to the two companies, certain senior executives and
certain members of the board of directors of both companies as
defendants; however, those individuals currently or formerly
affiliated with Altria were later dismissed. In November 2020 these
lawsuits were consolidated into three complaints
(one on behalf of direct purchasers, one on behalf of indirect
purchasers and one on behalf of indirect resellers). The
consolidated lawsuits, as amended, cite the FTC administrative
complaint and allege that Altria and JUUL violated Sections 1, 2
and/or 3 of the Sherman Act and Section 7 of the Clayton Act and
various state antitrust, consumer protection and unjust enrichment
laws by restraining trade and/or substantially lessening
competition in the U.S. closed-system electronic cigarette market.
Plaintiffs seek various remedies, including treble damages,
attorneys’ fees, a declaration that the agreements between Altria
and JUUL are invalid, divestiture of our minority investment in
JUUL and rescission of the transaction. We filed a motion to
dismiss these lawsuits in January 2021. In August 2021, the U.S.
District Court for the Northern District of California denied our
motion to dismiss except with respect to plaintiffs’ claims for
injunctive and equitable relief. However, plaintiffs were granted
the opportunity to replead such claims by the trial court, which
plaintiffs did in September 2021. In January 2022, the trial court
ordered that the direct-purchaser plaintiffs’ claims against JUUL
be sent to arbitration pursuant to an arbitration provision in
JUUL’s online purchase agreement. The court granted plaintiffs’
leave to replead the complaint with new direct-purchaser
plaintiffs, which plaintiffs did in February 2022, substituting in
four new plaintiffs.
In November 2020, we exercised our rights to convert our non-voting
JUUL shares to voting shares. However, pending the outcome of the
FTC administrative complaint, we currently do not intend to
exercise our additional governance rights obtained upon the
conversion, including the right to elect directors to JUUL’s board
or to vote our JUUL shares other than as a passive
investor.
Shareholder Class Action and Shareholder Derivative
Lawsuits
Shareholder Class Action:
In October and December 2019, two purported Altria shareholders
filed putative class action lawsuits against Altria, Howard A.
Willard III, our former Chairman and Chief Executive Officer, and
William F. Gifford, Jr., our former Vice Chairman and Chief
Financial Officer and current Chief Executive Officer, in the U.S.
District Court for the Eastern District of New York. In December
2019, the court consolidated the two lawsuits into a single
proceeding. The consolidated lawsuit was subsequently transferred
to the U.S. District Court for the Eastern District of Virginia.
The lawsuit asserts claims under Sections 10(b) and 20(a) and under
Rule 10b-5 of the Exchange Act. In April 2020, JUUL, its founders
and some of its current and former executives were added to the
lawsuit. The claims allege false and misleading statements and
omissions relating to our investment in JUUL. Plaintiffs seek
various remedies, including damages and attorneys’ fees. In July
2020, the defendants filed motions to dismiss plaintiffs’ claims,
which the district court denied in March 2021. In the fourth
quarter of 2021, plaintiffs and defendants agreed upon a class
action settlement under which, among other things, (i) all claims
asserted against Altria and the other named defendants are resolved
without any liability or wrongdoing attributed to them personally
or to Altria and (ii) Altria will pay the class an aggregate amount
of $90 million, which amount includes attorneys’ fees. The class is
defined to include persons and entities who purchased or otherwise
acquired shares of Altria between October 25, 2018 through April 2,
2020, subject to certain exclusions. The trial court preliminarily
approved the settlement in December 2021 and granted final approval
in March 2022. We recorded pre-tax provisions totaling $90 million
in 2021 and, in January 2022, paid $90 million to plaintiffs’
escrow account.
Federal Shareholder Derivative Lawsuits:
In August 2020, two purported Altria shareholders filed separate
derivative lawsuits in the U.S. District Court for the Northern
District of California on behalf of themselves and Altria, against
Mr. Willard, Mr. Gifford, JUUL and certain of our executives and
officers. These derivative lawsuits relate to our investment in
JUUL, and assert claims of breach of fiduciary duty by the Altria
defendants and aiding and abetting in that alleged breach of
fiduciary duty by the remaining defendants. In March 2021, the U.S.
District Court for the Northern District of California granted
defendants’ motion to transfer both lawsuits to the U.S. District
Court for the Eastern District of Virginia. Three additional
federal derivative lawsuits were filed in October 2020, January
2021 and March 2021, respectively, in the U.S. District Court for
the Eastern District of Virginia against Mr. Willard, Mr. Gifford,
Mr. Crosthwaite, certain members of our Board of Directors, JUUL,
its founders and some of its current and former executives. These
suits assert various claims, including breach of fiduciary duty,
unjust enrichment, waste of corporate assets and violations of
certain federal securities laws. The remedies sought in these
lawsuits include damages, disgorgement of profits, reformation of
our corporate governance and internal procedures, and attorneys’
fees. In April 2021, the court consolidated the five cases pending
in the Eastern District of Virginia into a single
case.
State Shareholder Derivative Lawsuits:
Six derivative lawsuits have been filed in Virginia state courts
against Mr. Willard, Mr. Gifford, Mr. Crosthwaite (our former Chief
Growth Officer and JUUL’s current Chief Executive Officer), certain
members of our Board of Directors, JUUL, its founders and some of
its current and former executives. The lawsuits were filed in
September 2020, May 2021, June 2021, July 2021, August 2021 and
August 2021, respectively. The lawsuits assert various claims,
including breach of fiduciary duty, and seek remedies similar to
those sought by plaintiffs in the cases pending in federal court in
the Eastern District of Virginia. In successive orders from July
2021, September 2021 and January 2022, the court consolidated five
of these six state derivative cases into a single consolidated
case.
Certain Other Tobacco-Related Litigation
“Lights/Ultra Lights” Cases and Other Smoking and Health Class
Actions:
Plaintiffs have sought certification of their cases as class
actions, alleging among other things, that the uses of the terms
“Lights” and/or “Ultra Lights” constitute deceptive and unfair
trade practices, common law or statutory fraud, unjust enrichment
or breach of warranty, and have sought injunctive and equitable
relief, including restitution and, in certain cases, punitive
damages. These class actions have been brought against PM USA and,
in certain instances, Altria or our other subsidiaries, on behalf
of individuals who purchased and consumed various brands of
cigarettes. Defenses raised in these cases include lack of
misrepresentation, lack of causation, injury and damages, the
statute of limitations, non-liability under state statutory
provisions exempting conduct that complies with federal regulatory
directives, and the First Amendment. Twenty-one state courts in 23
“Lights” cases have refused to certify class actions, dismissed
class action allegations, reversed prior class certification
decisions or have entered judgment in favor of PM USA. As of April
25, 2022, two “Lights/Ultra Lights” class actions are pending in
U.S. state courts. Neither case is active.
As of April 25, 2022, one smoking and health case alleging personal
injury or seeking court-supervised programs or ongoing medical
monitoring and purporting to be brought on behalf of a class of
individual plaintiffs, is pending in a U.S. state court. The case
is currently inactive.
UST Litigation:
UST and/or its tobacco subsidiaries have been named in a number of
individual tobacco and health lawsuits over time. Plaintiffs’
allegations of liability in these cases have been based on various
theories of recovery, such as negligence, strict liability, fraud,
misrepresentation, design defect, failure to warn, breach of
implied warranty, addiction and breach of consumer protection
statutes. Plaintiffs have typically sought various forms of relief,
including compensatory and punitive damages, and certain equitable
relief, including but not limited to disgorgement. Defenses raised
in these cases have included lack of causation, assumption of the
risk, comparative fault and/or contributory negligence, and
statutes of limitations. As of April 25, 2022, there is no such
case pending against UST and/or its tobacco
subsidiaries.
Environmental Regulation
Altria and our former subsidiaries are subject to various federal,
state and local laws and regulations concerning the discharge of
materials into the environment, or otherwise related to
environmental protection, including, in the United States: the
Clean Air Act, the Clean Water Act, the Resource Conservation and
Recovery Act and the Comprehensive Environmental Response,
Compensation and Liability Act (commonly known as “Superfund”),
which can impose joint and several liability on each responsible
party. Altria and our former subsidiaries are involved in several
cost recovery/contribution cases subjecting them to potential costs
of remediation and natural resource damages under Superfund or
other laws and regulations. We expect to continue to make capital
and other expenditures in connection with environmental laws and
regulations.
We provide for expenses associated with environmental remediation
obligations on an undiscounted basis when such amounts are probable
and can be reasonably estimated. Such accruals are adjusted as new
information develops or circumstances change. Other than those
amounts, it is not possible to reasonably estimate the cost of any
environmental remediation and compliance efforts that we may
undertake in the future. In the opinion of our management, however,
compliance with environmental laws and regulations, including the
payment of any remediation costs or damages and the making of
related expenditures, has not had, and is not expected to have, a
material adverse effect on our condensed consolidated results of
operations, capital expenditures, financial position or cash
flows.
Guarantees and Other Similar Matters
In the ordinary course of business, we have agreed to indemnify a
limited number of third parties in the event of future litigation.
At March 31, 2022, we (i) had $47 million of unused letters of
credit obtained in the ordinary course of business and (ii) were
contingently liable for guarantees related to our own performance,
including $19 million for surety bonds recorded on our condensed
consolidated balance sheet. In addition, from time to time, we
issue lines of credit to affiliated entities. These items have not
had, and are not expected to have, a significant impact on our
liquidity.
Under the terms of a distribution agreement between Altria and PMI
(the “Distribution Agreement”), entered into as a result of our
2008 spin-off of our former subsidiary PMI, liabilities concerning
tobacco products will be allocated based in substantial part on the
manufacturer. PMI will indemnify Altria and PM USA for liabilities
related to tobacco products manufactured by PMI or contract
manufactured for PMI by PM USA, and PM USA will indemnify PMI for
liabilities related to tobacco products manufactured by PM USA,
excluding tobacco products contract manufactured for PMI. We do not
have a related liability recorded on our condensed consolidated
balance sheet at March 31, 2022 as the fair value of this
indemnification is insignificant. PMI has agreed not to seek
indemnification with respect to the
IQOS
patent litigation discussed above under
IQOS Litigation,
excluding the patent infringement case filed with the U.S. District
Court for the Northern District of Georgia.
PM USA has issued guarantees relating to our obligations under our
outstanding debt securities, borrowings under our $3.0 billion
Credit Agreement and amounts outstanding under our commercial paper
program. For further discussion, see Note 9. Debt.
Note 11. New Accounting Guidance Not Yet Adopted
The following table provides a description of issued accounting
guidance applicable to, but not yet adopted by, us:
|
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|
|
|
|
|
|
Standards |
Description |
Effective Date for Public Entity |
Effect on Financial Statements |
ASU 2021-08
Business Combinations (Topic 805): Accounting for Contract Assets
and Contract Liabilities from Contracts with Customers
|
The guidance updates how an entity recognizes and measures contract
assets and contract liabilities acquired in a business combination.
Acquirers will now account for related revenue contracts in
accordance with Topic 606 as if it had originated the
contract. |
The guidance is effective for fiscal years, and interim periods
within those fiscal years, beginning after December 15,
2022. |
We are in the process of evaluating the impact of this guidance on
our consolidated financial statements and related
disclosures. |
Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
When used in this Quarterly Report on Form 10-Q (“Form 10-Q”), 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.
In this Management’s Discussion and Analysis of Financial Condition
and Results of Operations section, we refer to the following
“adjusted” financial measures: adjusted operating companies income
(loss) (“OCI”); adjusted OCI margins; adjusted net earnings
attributable to Altria; adjusted diluted earnings per share
attributable to Altria; and adjusted effective tax rates. These
adjusted financial measures are not required by, or calculated in
accordance with, United States generally accepted accounting
principles (“GAAP”) and may not be calculated the same as similarly
titled measures used by other companies. These adjusted financial
measures should thus be considered as supplemental in nature and
not considered in isolation or as a substitute for the related
financial information prepared in accordance with GAAP. For a
further description of these non-GAAP financial measures, see
the
Non-GAAP Financial Measures
section below.
Executive Summary
Our Business
We have a leading portfolio of tobacco products for U.S. tobacco
consumers age 21+. Our Vision by 2030 is to responsibly lead the
transition of adult smokers to a smoke-free future (“Vision”). We
are
Moving Beyond Smoking™,
leading the way in moving adult smokers away from cigarettes by
taking action to transition millions to potentially less harmful
choices - believing it is a substantial opportunity for adult
tobacco consumers, our businesses and society.
Our wholly owned subsidiaries include leading manufacturers of both
combustible and smoke-free products. In combustibles, we own Philip
Morris USA Inc. (“PM USA”), the most profitable U.S. cigarette
manufacturer, and John Middleton Co. (“Middleton”), a leading U.S.
cigar manufacturer.
Our smoke-free portfolio includes ownership of U.S. Smokeless
Tobacco Company LLC (“USSTC”), the leading global moist smokeless
tobacco (“MST”) manufacturer, and Helix Innovations LLC (“Helix”),
a rapidly growing manufacturer of oral nicotine pouches. We also
enhance our smoke-free product portfolio with exclusive U.S.
commercialization rights to the
IQOS Tobacco Heating System
and
Marlboro HeatSticks,
and an equity investment in JUUL Labs, Inc. (“JUUL”).
We also own equity investments in Anheuser-Busch InBev SA/NV
(“ABI”), the world’s largest brewer, and Cronos Group Inc.
(“Cronos”), a leading Canadian cannabinoid company.
The brand portfolios of our tobacco operating companies
include
Marlboro,
Black & Mild,
Copenhagen,
Skoal
and
on!.
Trademarks and service marks related to Altria referenced in this
Form 10-Q are the property of Altria or our subsidiaries or are
used with permission.
Trends and Developments
In this Management’s Discussion and Analysis of Financial Condition
and Results of Operations section, we discuss factors that have
impacted our business as of the date of this Form 10-Q. In
addition, we are aware of certain trends and developments that
could, individually or in the aggregate, have a material impact on
our business, including the value of our equity investments, in the
future. In this
Trends and Developments
section, we focus on the potential effects on our business
resulting from the recent rise in the rate of inflation, the
continuing effects of the COVID-19 pandemic and the Russian
invasion of Ukraine.
The Russian invasion of Ukraine has exacerbated increasing global
energy prices, and, together with other macroeconomic factors such
as supply and demand imbalances and labor shortages, contributed to
the recent historic rise in the rate of inflation. A dramatic rise
in inflation, coupled with the end of government stimulus, could
impact our business, including by causing changes in adult tobacco
consumer purchasing behavior. We have observed increased cigarette
industry discount retail share in recent quarters. If not offset by
corresponding wage increases, higher rates of inflation could
result in lower levels of
disposable income among adult tobacco consumers, which could
further increase cigarette industry discount retail share.
Increases in inflation also have a direct and adverse impact on our
Master Settlement Agreement (“MSA”) expense and other direct and
indirect costs. We expect inflation to continue at increased levels
in 2022, and the extent of any effects on adult tobacco consumer
purchasing behavior depends in part on the magnitude and duration
of such increase. See
Operating Results by Business Segment - Tobacco Space - Business
Environment
for additional information on evolving trends in the tobacco
industry and the impacts to our business from increased
inflation.
The COVID-19 pandemic continues to contribute to volatility in the
domestic and global economies, including disruptions in the supply
and distribution chain, and changes in consumer behavior. The
economic and business repercussions of COVID-19 have been
compounded by the Russian invasion of Ukraine. While our operating
companies focus on the manufacture and sale of tobacco products in
the United States and have little direct exposure to the impacted
regions, we have experienced negative effects on the cost and
availability of certain raw materials and component parts for our
operating companies’ products. We have worked to mitigate the
potential negative impacts of these macroeconomic and geopolitical
dynamics on our businesses through, among other actions, proactive
engagement with current and potential suppliers and distributors,
the development of alternative sourcing strategies, long-term
supply contracts, implementation of COVID-19 protocols at our
facilities and prudent oversight of our liquidity. See
Operating Results by Business Segment - Tobacco Space - Business
Environment
for additional information on the supply chain and other impacts of
the macroeconomic and geopolitical environment on our
business.
Tobacco companies are subject to broad and evolving regulatory and
legislative frameworks that could have a material impact on our
business. For example, the U.S. Food and Drug Administration (the
“FDA”) has stated its intention to issue proposed product standards
regarding menthol in cigarettes and characterizing flavors in
cigars in the near future. See
Operating Results by Business Segment - Tobacco Space - Business
Environment
for additional information on the nature, scope and potential
impacts of regulatory and legislative developments.
ABI’s business also has been impacted by macroeconomic and
geopolitical factors. ABI has been adversely impacted by supply
chain constraints across certain markets, adverse transactional
foreign exchange rates, inflation and commodity cost headwinds. ABI
also has direct exposure to the Russia and Ukraine regions through
a joint venture. As result, in the first quarter of 2022, ABI will
record a non-cash impairment charge on its joint venture. We do not
believe JUUL’s business has been materially impacted by
macroeconomic and geopolitical factors, but the effect of rising
U.S. interest rates has resulted in an increase to the discount
rate, which adversely impacted the fair value of our investment in
JUUL at March 31, 2022. See Note 3.
Investments in Equity Securities
to our condensed consolidated financial statements in Part I, Item
1. Financial Statements of this Form 10-Q (“Item 1”) for additional
information on impacts on our equity investments.
We are also monitoring the increased risk of cyber attacks as a
result of the Russian invasion of Ukraine. We have implemented
heightened cybersecurity monitoring of our systems and those of our
critical suppliers designed to address the evolving threat
landscape.
To date, we have not experienced any material adverse effects on
our business or our ability to achieve our Vision as a result of
the trends and developments discussed above. As the trends and
developments discussed above evolve and new ones emerge, we will
continue to carefully evaluate the potential impacts on our
business and our Vision.
Consolidated Results of Operations for the Three Months Ended March
31, 2022
The changes in net earnings attributable to Altria and diluted
earnings per share (“EPS”) attributable to Altria for the three
months ended March 31, 2022, from the three months ended March 31,
2021, were due primarily to the following:
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|
|
|
|
|
|
|
(in millions, except per share data) |
Net Earnings |
|
Diluted EPS |
For the three months ended March 31, 2021 |
$ |
1,424 |
|
|
$ |
0.77 |
|
2021 NPM Adjustment Items |
(24) |
|
|
(0.01) |
|
2021 Asset impairment, exit, implementation, acquisition and
disposition-related costs |
37 |
|
|
0.02 |
|
2021 Tobacco and health and certain other litigation
items |
26 |
|
|
0.01 |
|
2021 JUUL changes in fair value |
200 |
|
|
0.10 |
|
2021 ABI-related special items |
(100) |
|
|
(0.05) |
|
2021 Cronos-related special items |
(70) |
|
|
(0.04) |
|
2021 Loss on early extinguishment of debt |
496 |
|
|
0.27 |
|
2021 Income tax items |
(6) |
|
|
— |
|
Subtotal 2021 special items |
559 |
|
|
0.30 |
|
2022 NPM Adjustment Items |
45 |
|
|
0.02 |
|
2022 Asset impairment, exit, implementation, acquisition and
disposition-related costs |
(5) |
|
|
— |
|
2022 Tobacco and health and certain other litigation
items |
(9) |
|
|
— |
|
2022 JUUL changes in fair value |
(100) |
|
|
(0.05) |
|
2022 ABI-related special items |
47 |
|
|
0.02 |
|
2022 Cronos-related special items |
(61) |
|
|
(0.03) |
|
2022 Income tax items |
(5) |
|
|
— |
|
Subtotal 2022 special items |
(88) |
|
|
(0.04) |
|
Fewer shares outstanding |
— |
|
|
0.02 |
|
Change in tax rate |
(4) |
|
|
— |
|
Operations |
68 |
|
|
0.03 |
|
For the three months ended March 31, 2022 |
$ |
1,959 |
|
|
$ |
1.08 |
|
|
|
|
|
2022 Reported Net Earnings |
$ |
1,959 |
|
|
$ |
1.08 |
|
2021 Reported Net Earnings |
$ |
1,424 |
|
|
$ |
0.77 |
|
% Change |
37.6 |
% |
|
40.3 |
% |
|
|
|
|
2022 Adjusted Net Earnings and Adjusted Diluted EPS
|
$ |
2,047 |
|
|
$ |
1.12 |
|
2021 Adjusted Net Earnings and Adjusted Diluted EPS
|
$ |
1,983 |
|
|
$ |
1.07 |
|
% Change |
3.2 |
% |
|
4.7 |
% |
|
|
|
|
|
|
|
|
|
For a discussion of special items and other business drivers
affecting the comparability of statements of earnings amounts and
reconciliations of adjusted earnings attributable to Altria and
adjusted diluted EPS attributable to Altria, see the Consolidated
Operating Results section below.
▪Fewer
Shares Outstanding:
Fewer shares outstanding were due to shares we repurchased under
our share repurchase program.
▪Operations:
The increase of $68 million in operations (which excludes the
impact of special items shown in the table above) was due primarily
to the following:
•higher
OCI (primarily in our smokeable products segment); and
•lower
interest and other debt expense, net;
partially offset by:
•lower
income from our equity investment in ABI.
For further details, see the Consolidated Operating Results and
Operating Results by Business Segment sections below.
2022 Forecasted Results
We expect our 2022 full-year adjusted diluted EPS to be in a range
of $4.79 to $4.93, representing a growth rate of 4% to 7% over our
2021 full-year adjusted diluted EPS of $4.61, as shown in the first
table below. We continue to expect that 2022 adjusted diluted EPS
growth will be weighted toward the second half of the year. While
the 2022 full-year adjusted diluted EPS guidance accounts for a
range of scenarios, the external environment remains dynamic. We
will continue to monitor conditions related to (i) the economy,
including the impact of increased inflation and global supply chain
disruptions, (ii) the impact of current and future COVID-19
variants and mitigation strategies, (iii) adult tobacco consumer
dynamics, including tobacco usage occasions, available disposable
income, purchasing patterns and adoption of smoke-free products,
(iv) regulatory and legislative developments and (v) the impacts of
the Russian invasion of Ukraine.
Our 2022 full-year adjusted diluted EPS guidance range includes
planned investments in support of our Vision, such as (i) costs to
enhance our digital consumer engagement system, (ii) increased
smoke-free product research, development and regulatory preparation
expenses and (iii) marketplace activities in support of our
smoke-free products. The guidance range also includes anticipated
inflationary increases in MSA expenses and direct materials costs
and our current expectation that PM USA will not have access to
the
IQOS
system in 2022.
|
|
|
|
|
|
Reconciliation of 2021 Reported Diluted EPS to 2021 Adjusted
Diluted EPS
|
2021
Reported diluted EPS |
$ |
1.34 |
|
NPM Adjustment Items |
(0.03) |
|
Asset impairment, exit, implementation, acquisition and
disposition-related costs |
0.05 |
|
Tobacco and health and certain other litigation items |
0.07 |
|
ABI-related special items |
2.66 |
|
Cronos-related special items |
0.25 |
|
Loss on early extinguishment of debt |
0.27 |
|
2021 Adjusted diluted EPS
|
$ |
4.61 |
|
The following (income) expense items are excluded from our 2022
forecasted adjusted diluted EPS growth rate:
|
|
|
|
|
|
(Income) Expense Excluded from 2022 Forecasted Adjusted Diluted
EPS
|
NPM Adjustment Items |
$ |
(0.02) |
|
|
|
|
|
JUUL changes in fair value |
0.05 |
|
ABI-related special items |
(0.02) |
|
Cronos-related special items |
0.03 |
|
|
|
|
$ |
0.04 |
|
For a discussion of certain income and expense items excluded from
the forecasted results above, see the Consolidated Operating
Results section below.
Our full-year adjusted diluted EPS forecast excludes the impact of
certain income and expense items, including those items noted in
the
Non-GAAP Financial Measures
section below, that our management believes are not part of
underlying operations. Our management cannot estimate on a
forward-looking basis the impact of these items on our reported
diluted EPS because these items, which could be significant, may be
unusual or infrequent, are difficult to predict and may be highly
variable. As a result, we do not provide a corresponding GAAP
measure for, or reconciliation to, our adjusted diluted EPS
forecast.
Non-GAAP Financial Measures
While we report our financial results in accordance with GAAP, our
management reviews OCI, which is defined as operating income before
general corporate expenses and amortization of intangibles, to
evaluate the performance of, and allocate resources to, our
segments. Our management also reviews certain financial results,
including OCI, OCI margins, net earnings attributable to Altria and
diluted EPS, on an adjusted basis, which excludes certain income
and expense items that our management believes are not part of
underlying operations. These items may include, for example, loss
on early extinguishment of debt, restructuring charges, asset
impairment charges, acquisition-related and disposition-related
costs, equity investment-related special items (including any
changes in fair value of our equity investment recorded using the
fair value option and any changes in the fair value of related
warrants and preemptive rights), certain income tax items, charges
associated with tobacco and health and certain other litigation
items, and resolutions of certain non-participating manufacturer
(“NPM”) adjustment disputes under the MSA (such dispute resolutions
are referred to as “NPM Adjustment Items”). Our management does not
view any of these special items to be part of our underlying
results as they may be highly variable, may be unusual
or
infrequent, are difficult to predict and can distort underlying
business trends and results. Our management also reviews income tax
rates on an adjusted basis. Our adjusted effective tax rate may
exclude certain income tax items from our reported effective tax
rate.
Our management believes that adjusted financial measures provide
useful additional insight into underlying business trends and
results, and provide a more meaningful comparison of year-over-year
results. Our management uses adjusted financial measures and
regularly provides these to our chief operating decision maker
(“CODM”) for planning, forecasting and evaluating business and
financial performance, including allocating resources and
evaluating results relative to employee compensation targets. These
adjusted financial measures are not required by, or calculated in
accordance with GAAP and may not be calculated the same as
similarly titled measures used by other companies. These adjusted
financial measures should thus be considered as supplemental in
nature and not considered in isolation or as a substitute for the
related financial information prepared in accordance with GAAP.
Except as noted in the
2022 Forecasted Results
section above, when we provide a non-GAAP measure in this Form
10-Q, we also provide a reconciliation of that non-GAAP financial
measure to the most directly comparable GAAP financial
measure.
Discussion and Analysis
Consolidated Operating Results
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
|
|
(in millions) |
2022 |
|
2021 |
|
|
|
|
Net Revenues: |
|
|
|
|
|
|
|
Smokeable products |
$ |
5,265 |
|
|
$ |
5,250 |
|
|
|
|
|
Oral tobacco products |
613 |
|
|
626 |
|
|
|
|
|
Wine |
— |
|
|
150 |
|
|
|
|
|
All other |
14 |
|
|
10 |
|
|
|
|
|
Net revenues |
$ |
5,892 |
|
|
$ |
6,036 |
|
|
|
|
|
Excise Taxes on Products: |
|
|
|
|
|
|
|
Smokeable products |
$ |
1,044 |
|
|
$ |
1,121 |
|
|
|
|
|
Oral tobacco products |
29 |
|
|
31 |
|
|
|
|
|
Wine |
— |
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Excise taxes on products |
$ |
1,073 |
|
|
$ |
1,156 |
|
|
|
|
|
Operating Income: |
|
|
|
|
|
|
|
OCI: |
|
|
|
|
|
|
|
Smokeable products |
$ |
2,559 |
|
|
$ |
2,372 |
|
|
|
|
|
Oral tobacco products |
407 |
|
|
392 |
|
|
|
|
|
Wine |
— |
|
|
18 |
|
|
|
|
|
All other |
(5) |
|
|
(14) |
|
|
|
|
|
Amortization of intangibles |
(17) |
|
|
(17) |
|
|
|
|
|
General corporate expenses |
(60) |
|
|
(61) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
$ |
2,884 |
|
|
$ |
2,690 |
|
|
|
|
|
As discussed further in Note 8.
Segment Reporting
to our condensed consolidated financial statements in Item 1 (“Note
8”), our CODM reviews OCI to evaluate the performance of, and
allocate resources to, our segments. Our management believes it is
appropriate to disclose this measure to help investors analyze the
business performance and trends of our business
segments.
The following table provides a reconciliation of adjusted net
earnings attributable to Altria and adjusted diluted EPS
attributable to Altria for the three months ended March
31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions of dollars, except per share data) |
|
Earnings before Income Taxes |
Provision for Income Taxes |
Net Earnings |
Net Earnings Attributable
to Altria |
Diluted EPS |
|
2022 Reported
|
|
$ |
2,673 |
|
$ |
714 |
|
$ |
1,959 |
|
$ |
1,959 |
|
$ |
1.08 |
|
|
NPM Adjustment Items |
|
(60) |
|
(15) |
|
(45) |
|
(45) |
|
(0.02) |
|
|
Asset impairment, exit, implementation, acquisition and
disposition-related costs |
|
7 |
|
2 |
|
5 |
|
5 |
|
— |
|
|
Tobacco and health and certain other
litigation items
|
|
12 |
|
3 |
|
9 |
|
9 |
|
— |
|
|
JUUL changes in fair value |
|
100 |
|
— |
|
100 |
|
100 |
|
0.05 |
|
|
ABI-related special items |
|
(59) |
|
(12) |
|
(47) |
|
(47) |
|
(0.02) |
|
|
Cronos-related special items |
|
61 |
|
— |
|
61 |
|
61 |
|
0.03 |
|
|
|
|
|
|
|
|
|
|
Income tax items |
|
— |
|
(5) |
|
5 |
|
5 |
|
— |
|
|
2022 Adjusted for Special Items
|
|
$ |
2,734 |
|
$ |
687 |
|
$ |
2,047 |
|
$ |
2,047 |
|
$ |
1.12 |
|
|
|
|
|
|
|
|
|
|
2021 Reported
|
|
$ |
1,937 |
|
$ |
516 |
|
$ |
1,421 |
|
$ |
1,424 |
|
$ |
0.77 |
|
|
NPM Adjustment Items |
|
(32) |
|
(8) |
|
(24) |
|
(24) |
|
(0.01) |
|
|
Asset impairment, exit, implementation, acquisition and
disposition-related costs |
|
48 |
|
11 |
|
37 |
|
37 |
|
0.02 |
|
|
Tobacco and health and certain other
litigation items
|
|
35 |
|
9 |
|
26 |
|
26 |
|
0.01 |
|
|
JUUL changes in fair value |
|
200 |
|
— |
|
200 |
|
200 |
|
0.10 |
|
|
ABI-related special items |
|
(128) |
|
(28) |
|
(100) |
|
(100) |
|
(0.05) |
|
|
Cronos-related special items |
|
(70) |
|
— |
|
(70) |
|
(70) |
|
(0.04) |
|
|
Loss on early extinguishment of debt |
|
649 |
|
153 |
|
496 |
|
496 |
|
0.27 |
|
|
Income tax items |
|
— |
|
6 |
|
(6) |
|
(6) |
|
— |
|
|
2021 Adjusted for Special Items
|
|
$ |
2,639 |
|
$ |
659 |
|
$ |
1,980 |
|
$ |
1,983 |
|
$ |
1.07 |
|
|
The following special items affected the comparability of
statements of earnings amounts for the three months ended March 31,
2022 and 2021:
▪NPM
Adjustment Items:
For a discussion of NPM Adjustment Items and a breakdown of these
items by segment, see
Health Care Cost Recovery Litigation
in Note 10.
Contingencies
to our condensed consolidated financial statements in Item 1
(“Note
10”) and
NPM Adjustment Items
in Note 8, respectively.
▪Asset
Impairment, Exit, Implementation, Acquisition and
Disposition-Related Costs:
For a discussion of acquisition-related costs for the three months
ended March 31, 2021, see Note 8.
▪Tobacco
and Health and Certain Other Litigation Items:
For a discussion of tobacco and health and certain other litigation
items and a breakdown of these costs by segment, see Note 10
and
Tobacco and Health and Certain Other Litigation Items
in Note 8, respectively.
▪JUUL
Changes in Fair Value:
We reported non-cash, pre-tax unrealized losses of
$100 million and $200 million for the three months ended
March 31, 2022 and 2021, respectively, as (income) losses from
equity investments in our condensed consolidated statements of
earnings as a result of decreases in the estimated fair value of
our investment in JUUL. We recorded corresponding adjustments to
the JUUL tax valuation allowance in 2022 and 2021. For further
discussion, see Note 3.
Investments in Equity Securities
to our condensed consolidated financial statements in Item 1 (“Note
3”).
▪ABI-Related
Special Items:
We recorded net pre-tax income of $59 million from our equity
investment in ABI for the three months ended March 31, 2022,
consisting primarily of mark-to-market gains on certain ABI
financial instruments associated with its share
commitments.
We recorded net pre-tax income of $128 million from our equity
investment in ABI for the three months ended March 31, 2021,
consisting primarily of (i) ABI’s completion of the issuance of a
minority stake in its U.S.-based metal container
operations, (ii) mark-to-market gains on certain ABI financial
instruments associated with its share commitments and (iii) charges
associated with an early bond termination by ABI.
These amounts include our respective share of the amounts recorded
by ABI and additional adjustments related to (i) conversion from
international financial reporting standards to GAAP and (ii)
adjustments to our investment required under the equity method of
accounting.
▪Cronos-Related
Special Items:
We recorded net pre-tax (income) expense consisting of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended March 31, |
|
|
|
|
(in millions) |
2022 |
|
2021 |
|
|
|
|
(Gain) loss on Cronos-related financial instruments
(1)
|
$ |
10 |
|
|
$ |
(110) |
|
|
|
|
|
(Income) losses from equity investments
(2)
|
51 |
|
|
40 |
|
|
|
|
|
Total Cronos-related special items - (income) expense |
$ |
61 |
|
|
$ |
(70) |
|
|
|
|
|
(1)Amounts
are related to the non-cash change in the fair value of the warrant
and certain anti-dilution protections (the “Fixed-price Preemptive
Rights”) acquired in the Cronos transaction.
(2)Amounts
include our share of special items recorded by Cronos and
additional adjustments, if required under the equity method of
accounting, related to our investment in Cronos.
We recorded corresponding adjustments to the Cronos tax valuation
allowance in 2022 and 2021.
For further discussion, see Note 3.
▪Loss
on Early Extinguishment of Debt:
We recorded pre-tax losses of $649 million for the three months
ended March 31, 2021 as a result of the completion of debt tender
offers and redemption for certain of our long-term senior unsecured
notes as discussed in Note 9.
Debt
to our condensed consolidated financial statements in Item 1 (“Note
9”).
Three Months Ended March 31, 2022 Compared with Three Months
Ended March 31, 2021
Net revenues, which include excise taxes billed to customers,
decreased $144 million (2.4%), due primarily to the sale of our
wine business in October 2021.
Cost of sales decreased $162 million (10.1%), due primarily to the
sale of our wine business, lower shipment volume in our smokeable
products segment and higher NPM Adjustment Items in 2022, partially
offset by higher per unit settlement charges.
Excise taxes on products decreased $83 million (7.2%), due
primarily to lower shipment volume in our smokeable products
segment.
Marketing, administration and research costs decreased $93 million
(16.0%), due primarily to acquisition-related costs in 2021 in our
oral tobacco products segment, the sale of our wine business and
lower tobacco and health and certain other litigation items in our
smokeable products segment.
Operating income increased $194 million (7.2%), due primarily to
higher operating results in our smokeable products
segment.
Interest and other debt expense, net decreased $27 million (8.8%),
due primarily to lower interest costs in 2022 as a result of debt
maturities and refinancing activities in 2021.
(Income) losses from equity investments decreased $17 million
(33.3%), due primarily to lower income from our equity investment
in ABI, which included a negative impact from special items,
partially offset by lower non-cash unrealized losses on changes in
the estimated fair value of our investment in JUUL.
Reported net earnings attributable to Altria of $1,959 million
increased $535 million (37.6%), due primarily to the loss on early
extinguishment of debt in 2021, higher operating income and lower
interest and other debt expense, net, partially offset by an
unfavorable impact on Cronos-related financial instruments.
Reported basic and diluted EPS attributable to Altria of $1.08,
each increased by 40.3%, due to higher reported net earnings
attributable to Altria and fewer shares outstanding.
Adjusted net earnings attributable to Altria of $2,047 million
increased $64 million (3.2%), due primarily to higher OCI,
primarily in our smokeable products segment, and lower interest and
other debt expense, net, partially offset by lower income from our
equity investment in ABI. Adjusted diluted EPS attributable to
Altria of $1.12 increased by 4.7%, due to higher adjusted net
earnings attributable to Altria and fewer shares
outstanding.