Edgar Filing: ALTRIA GROUP, INC.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019



¨	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)



Virginia		13-3260245
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6601 West Broad Street, Richmond, Virginia		23230
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (804) 274-2200

Former name, former address and former fiscal year, if changed since last report

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.

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 15, 2019, there were 1,870,919,863 shares outstanding of the registrant’s common stock, par value $0.33 1/3 per share.

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ALTRIA GROUP, INC.

TABLE OF CONTENTS




		Page No.
PART I -	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets at March 31, 2019 and December 31, 2018	3

	Condensed Consolidated Statements of Earnings for the Three Months Ended March 31, 2019 and 2018	5

	Condensed Consolidated Statements of Comprehensive Earnings for the Three Months Ended March 31, 2019 and 2018	6

	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2019 and 2018	7

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018	8

	Notes to Condensed Consolidated Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	48

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	79

Item 4.	Controls and Procedures	79

PART II -	OTHER INFORMATION

Item 1.	Legal Proceedings	80

Item 1A.	Risk Factors	80

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	80

Item 6.	Exhibits	81

Signature	Signature	82

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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)



	March 31, 2019		December 31, 2018
Assets
Cash and cash equivalents	$	3,352	$	1,333
Receivables	158		142
Inventories:
Leaf tobacco	930		940
Other raw materials	190		186
Work in process	651		647
Finished product	585		558
	2,356		2,331
Income taxes	3		167
Other current assets	393		326
Total current assets	6,262		4,299
Property, plant and equipment, at cost	4,917		4,950
Less accumulated depreciation	2,995		3,012
	1,922		1,938
Goodwill	5,196		5,196
Other intangible assets, net	12,327		12,279
Investments in equity securities	32,015		30,496
Other assets	1,511		1,430
Total Assets	$	59,233	$	55,638

See notes to condensed consolidated financial statements.

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Altria Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (Continued)

(in millions of dollars, except share and per share data)

(Unaudited)



	March 31, 2019			December 31, 2018
Liabilities
Short-term borrowings	$	—		$	12,704
Current portion of long-term debt	2,144			1,144
Accounts payable	205			399
Accrued liabilities:
Marketing	490			586
Settlement charges	4,367			3,454
Other	1,412			1,403
Dividends payable	1,501			1,503
Total current liabilities	10,119			21,193
Long-term debt	27,024			11,898
Deferred income taxes	5,353			5,172
Accrued pension costs	497			544
Accrued postretirement health care costs	1,764			1,749
Other liabilities	357			254
Total liabilities	45,114			40,810
Contingencies (Note 12)
Redeemable noncontrolling interest	38			39
Stockholders’ Equity
Common stock, par value $0.33 1/3 per share (2,805,961,317 shares issued)	935			935
Additional paid-in capital	5,943			5,961
Earnings reinvested in the business	43,582			43,962
Accumulated other comprehensive losses	(2,717		)	(2,547		)
Cost of repurchased stock (934,207,054 shares at March 31, 2019 and 931,903,722 shares at December 31, 2018)	(33,664		)	(33,524		)
Total stockholders’ equity attributable to Altria	14,079			14,787
Noncontrolling interests	2			2
Total stockholders’ equity	14,081			14,789
Total Liabilities and Stockholders’ Equity	$	59,233		$	55,638

See notes to condensed consolidated financial statements.

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Altria Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings

(in millions of dollars, except per share data)

(Unaudited)



	For the Three Months Ended March 31,
	2019			2018
Net revenues	$	5,628		$	6,108
Cost of sales	1,578			1,734
Excise taxes on products	1,239			1,438
Gross profit	2,811			2,936
Marketing, administration and research costs	533			618
Asset impairment and exit costs	40			2
Operating income	2,238			2,316
Interest and other debt expense, net	384			166
Net periodic benefit income, excluding service cost	(1		)	(7		)
Earnings from equity investment in AB InBev	(86		)	(342		)
Loss on Cronos-related financial instruments	425			—
Loss on AB InBev/SABMiller business combination	—			33
Earnings before income taxes	1,516			2,466
Provision for income taxes	395			571
Net earnings	1,121			1,895
Net earnings attributable to noncontrolling interests	(1		)	(1		)
Net earnings attributable to Altria	$	1,120		$	1,894
Per share data:
Basic and diluted earnings per share attributable to Altria	$	0.60		$	1.00

See notes to condensed consolidated financial statements.

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Altria Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Earnings

(in millions of dollars)

(Unaudited)



	For the Three Months Ended March 31,
	2019			2018
Net earnings	$	1,121		$	1,895
Other comprehensive earnings (losses), net of deferred income taxes:
Benefit plans	29			45
AB InBev	(199		)	(75		)
Other comprehensive losses, net of deferred income taxes	(170		)	(30		)

Comprehensive earnings	951			1,865
Comprehensive earnings attributable to noncontrolling interests	(1		)	(1		)
Comprehensive earnings attributable to Altria	$	950		$	1,864

See notes to condensed consolidated financial statements.

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Altria Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

for the Three Months Ended March 31, 2019 and 2018

(in millions of dollars, except per share data)

(Unaudited)



	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
Balances, December 31, 2018	$	935	$	5,961		$	43,962		$	(2,547	)	$	(33,524	)	$	2	$	14,789
Net earnings ⁽¹⁾	—		—			1,120			—			—			—		1,120
Other comprehensive losses, net of deferred income taxes	—		—			—			(170		)	—			—		(170		)
Stock award activity	—		(18		)	—			—			11			—		(7		)
Cash dividends declared ($0.80 per share)	—		—			(1,500		)	—			—			—		(1,500		)
Repurchases of common stock	—		—			—			—			(151		)	—		(151		)
Balances, March 31, 2019	$	935	$	5,943		$	43,582		$	(2,717	)	$	(33,664	)	$	2	$	14,081



	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
Balances, December 31, 2017	$	935	$	5,952		$	42,251		$	(1,897	)	$	(31,864	)	$	3	$	15,380
Net earnings ⁽¹⁾	—		—			1,894			—			—			—		1,894
Other comprehensive losses, net of deferred income taxes	—		—			—			(30		)	—			—		(30		)
Stock award activity	—		(14		)	—			—			9			—		(5		)
Cash dividends declared ($0.70 per share)	—		—			(1,329		)	—			—			—		(1,329		)
Repurchases of common stock	—		—			—			—			(513		)	—		(513		)
Balances, March 31, 2018	$	935	$	5,938		$	42,816		$	(1,927	)	$	(32,368	)	$	3	$	15,397

⁽¹⁾ Amounts attributable to noncontrolling interests for the three months ended March 31, 2019 and 2018 exclude net earnings of $1 million due to the redeemable noncontrolling interest related to Stag’s Leap Wine Cellars, which is reported in the mezzanine equity section on the condensed consolidated balance sheets.

See notes to condensed consolidated financial statements.

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Altria Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(in millions of dollars)

(Unaudited)



	For the Three Months Ended March 31,
	2019			2018
Cash Provided by (Used in) Operating Activities
Net earnings	$	1,121		$	1,895
Adjustments to reconcile net earnings to operating cash flows:
Depreciation and amortization	53			53
Deferred income tax (benefit) provision	(72		)	54
Earnings from equity investment in AB InBev	(86		)	(342		)
Loss on AB InBev/SABMiller business combination	—			33
Loss on Cronos-related financial instruments	425			—
Asset impairment and exit costs, net of cash paid	17			(7		)
Cash effects of changes:
Receivables	(16		)	9
Inventories	(25		)	(30		)
Accounts payable	(189		)	(164		)
Income taxes	471			521
Accrued liabilities and other current assets	(513		)	(267		)
Accrued settlement charges	913			1,018
Pension plan contributions	(3		)	(7		)
Pension provisions and postretirement, net	(8		)	—
Other, net	201			43
Net cash provided by operating activities	2,289			2,809
Cash Used in Investing Activities
Capital expenditures	(38		)	(34		)
Investment in Cronos	(1,831		)	—
Other, net	(81		)	(7		)
Net cash used in investing activities	$	(1,950	)	$	(41	)

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Altria Group, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Continued)

(in millions of dollars)

(Unaudited)



	For the Three Months Ended March 31,
	2019			2018
Cash Provided by (Used in) Financing Activities
Repayment of short-term borrowings	$	(12,800	)	$	—
Long-term debt issued	16,265			—
Repurchases of common stock	(151		)	(513		)
Dividends paid on common stock	(1,502		)	(1,257		)
Other	(129		)	(23		)
Net cash provided by (used in) financing activities	1,683			(1,793		)
Cash, cash equivalents and restricted cash:
Increase	2,022			975
Balance at beginning of period	1,433			1,314
Balance at end of period	$	3,455		$	2,289

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, 2019			At December 31, 2018
Cash and cash equivalents	$	3,352		$	1,333
Restricted cash included in other current assets ⁽¹⁾	68			57
Restricted cash included in other assets ⁽¹⁾	35			43
Cash, cash equivalents and restricted cash	$	3,455		$	1,433

⁽¹⁾ Restricted cash consisted of cash deposits collateralizing appeal bonds posted by PM USA to obtain stays of judgments pending appeals. See Note 12. Contingencies.

See notes to condensed consolidated financial statements.

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Altria Group, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Background and Basis of Presentation:

Background

At March 31, 2019, Altria Group, Inc.’s (“Altria”) 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; Sherman Group Holdings, LLC and its subsidiaries (“Nat Sherman”), which are engaged in the manufacture and sale of super premium cigarettes and the sale of premium cigars; UST LLC (“UST”), which through its wholly-owned subsidiaries, including U.S. Smokeless Tobacco Company LLC (“USSTC”) and Ste. Michelle Wine Estates Ltd. (“Ste. Michelle”), is engaged in the manufacture and sale of smokeless tobacco products and wine; and Philip Morris Capital Corporation (“PMCC”), which maintains a portfolio of finance assets, substantially all of which are leveraged leases. In December 2018, Altria announced the decision to refocus its innovative product efforts, which included the discontinuation of production and distribution of all e-vapor products by Nu Mark LLC (“Nu Mark”). Prior to that time, Nu Mark was engaged in the manufacture and sale of innovative tobacco products. Other Altria wholly-owned subsidiaries included Altria Group Distribution Company, which provides sales and distribution services to certain Altria operating subsidiaries, and Altria Client Services LLC, which provides various support services in areas such as legal, regulatory, consumer engagement, finance, human resources and external affairs to Altria and its subsidiaries. Altria’s access to the operating cash flows of its wholly-owned subsidiaries consists of cash received from the payment of dividends and distributions, and the payment of interest on intercompany loans by its subsidiaries. At March 31, 2019, Altria’s principal wholly-owned subsidiaries were not limited by long-term debt or other agreements in their ability to pay cash dividends or make other distributions with respect to their equity interests.

At March 31, 2019, Altria had a 10.1% economic and voting interest of Anheuser-Busch InBev SA/NV (“AB InBev”), which Altria accounts for under the equity method of accounting using a one-quarter lag. Altria receives cash dividends on its interest in AB InBev and will continue to do so as long as AB InBev pays dividends.

In December 2018, Altria, through a wholly-owned subsidiary, purchased shares of non-voting convertible common stock of JUUL Labs, Inc. (“JUUL”), the U.S. leader in e-vapor, representing a 35% economic interest for $12.8 billion. JUUL is engaged in the manufacture and sale of e-vapor products globally. If and when antitrust clearance is obtained, Altria’s non-voting shares will automatically convert to voting shares (“Share Conversion”). At March 31, 2019, Altria had a 35% economic interest in JUUL, which Altria accounts for as an investment in an equity security. Upon Share Conversion, Altria expects to account for its investment in JUUL under the equity method of accounting. Altria has agreed to non-competition obligations generally requiring that it participate in the e-vapor business only through JUUL as long as Altria is supplying JUUL services, which Altria is committed to doing for at least six years.

On March 8, 2019, Altria, through a subsidiary, completed its acquisition of a 45% economic and voting interest in Cronos Group Inc. (“Cronos”), a global cannabinoid company headquartered in Toronto, Canada. At March 31, 2019, Altria had a 45% economic and voting interest in Cronos, which Altria accounts for under the equity method of accounting using a one-quarter lag. As a result of the one-quarter lag, no earnings/losses from Altria’s equity investment in Cronos were recorded for the quarter ended March 31, 2019.

For further discussion of Altria’s investments in equity securities, see Note 4. Investments in Equity Securities.

Share Repurchases

In July 2015, Altria’s Board of Directors (the “Board of Directors”) authorized a $1.0 billion share repurchase program that it expanded to $3.0 billion in October 2016 and to $4.0 billion in July 2017 (as expanded, the “July 2015 share repurchase program”). In January 2018, Altria completed the July 2015 share repurchase program, under which it purchased a total of 58.7 million shares of its common stock at an average price of $68.15 per share.

Following the completion of the July 2015 share repurchase program, the Board of Directors authorized a new $1.0 billion share repurchase program in January 2018 that it expanded to $2.0 billion in May 2018 (as expanded, the “January 2018 share

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repurchase program”). At March 31, 2019, Altria had $195 million remaining in the January 2018 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 the Board of Directors.

Altria’s share repurchase activity was as follows:



	For the Three Months Ended March 31,
	2019		2018
	(in millions, except per share data)
Total number of shares repurchased	2.7		8.0
Aggregate cost of shares repurchased	$	151	$	513
Average price per share of shares repurchased	$	56.34	$	64.33

Basis of Presentation

The interim condensed consolidated financial statements of Altria are unaudited. It is the opinion of Altria’s management that all adjustments necessary for a fair statement of the interim results presented have been reflected in the 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 the consolidated financial statements and related notes, which appear in Altria’s Annual Report on Form 10-K for the year ended December 31, 2018.

On January 1, 2019, Altria adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) and all related ASU amendments (collectively “ASU No. 2016-02”), which requires entities to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. Altria has elected to apply the guidance retrospectively at the beginning of the period of adoption. As a result, comparative periods prior to adoption will continue to be presented in accordance with prior lease guidance, including disclosures. The impact of the adoption was not material to Altria’s consolidated financial statements. As a result of the adoption, Altria and its subsidiaries, as lessees, recorded right-of-use assets and lease liabilities of $179 million at January 1, 2019 for its leases, which were all operating leases. There was no cumulative effect adjustment to the opening balance of earnings reinvested in the business. Right-of-use assets and lease liabilities on Altria’s condensed consolidated balance sheet at March 31, 2019 were not materially different than the amounts recorded upon adoption of ASU No. 2016-02.

Additionally, in accordance with ASU No. 2016-02, lessor accounting for leveraged leases that commenced before the January 1, 2019 adoption date of ASU No. 2016-02 is unchanged unless there is a change in the scope of, or the consideration for, such leases. As a result, adoption of ASU No. 2016-02 as it relates to PMCC’s leveraged leases had no impact on Altria’s financial statements at the adoption date. During the first three months of 2019, PMCC had no new leases nor any changes in the scope of or the consideration for its existing leveraged leases.

For a description of issued accounting guidance applicable to, but not yet adopted by, Altria, see Note 14. New Accounting Guidance Not Yet Adopted.

Note 2. Revenues from Contracts with Customers:

Altria disaggregates net revenues based on product type. For further discussion, see Note 9. Segment Reporting.

Altria’s businesses offer cash discounts to customers for prompt payment and calculate cash discounts as a percentage of the list price based on historical experience and agreed-upon payment terms. Altria’s businesses record an allowance for cash discounts, which is included as a contra-asset against receivables on Altria’s condensed consolidated balance sheets. There was no allowance for cash discounts at March 31, 2019 and December 31, 2018, and there were no differences between amounts recorded as an allowance for cash discounts and cash discounts subsequently given to customers.

Altria’s businesses that receive payments in advance of product shipment record such payments as deferred revenue. These payments are included in other accrued liabilities on Altria’s condensed consolidated balance sheets until control of such products is obtained by the customer. Deferred revenue was $233 million and $288 million at March 31, 2019 and December

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31, 2018, respectively. When cash is received in advance of product shipment, Altria’s businesses satisfy their performance obligations within three days of receiving payment. At March 31, 2019 and December 31, 2018, there were no differences between amounts recorded as deferred revenue and amounts subsequently recognized as revenue.

Receivables, which primarily reflect sales of wine produced and/or distributed by Ste. Michelle, were $158 million and $142 million at March 31, 2019 and December 31, 2018, respectively. At March 31, 2019 and December 31, 2018, there were no expected differences between amounts recorded and subsequently received, and Altria’s businesses did not record an allowance for doubtful accounts against these receivables.

Altria’s businesses record an allowance for returned goods, which is included in other accrued liabilities on Altria’s condensed consolidated balance sheets. While all of Altria’s tobacco operating companies sell tobacco products with dates relative to freshness as printed on product packaging, due to the limited shelf life of USSTC’s smokeless tobacco products it is USSTC’s policy to accept authorized sales returns from its customers for products that have passed such dates. Altria’s businesses 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. Altria’s businesses 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 Altria’s condensed consolidated financial statements. All returned goods are destroyed upon return and not included in inventory. Consequently, Altria’s businesses do not record an asset for their right to recover goods from customers upon return.

Sales incentives include variable payments related to goods sold by Altria’s businesses. Altria’s businesses 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- Altria’s businesses make price promotion payments, substantially all of which are made to their retail partners, to incent the promotion of certain product offerings in select geographic areas.

Wholesale and retail participation payments- Altria’s businesses make payments to their wholesale and retail partners to incent merchandising and sharing of sales data in accordance with each business’s 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 Altria’s condensed consolidated financial statements.

Note 3. Asset Impairment, Exit and Implementation Costs:

Pre-tax asset impairment, exit and implementation costs consisted of the following:



	For the Three Months Ended March 31, 2019								For the Three Months Ended March 31, 2018
	Asset Impairment and Exit Costs			Implementation Costs ⁽¹⁾		Total			Asset Impairment and Exit Costs		Implementation Costs ⁽²⁾		Total
	(in millions)
Smokeable products	$	36		$	8	$	44		$	—	$	1	$	1
Smokeless products	8			1		9			2		—		2
All other	(5		)	—		(5		)	—		—		—
General corporate	1			—		1			—		—		—
Total	40			9		49			2		1		3
Plus amounts included in net periodic benefit income, excluding service cost ⁽³⁾	12			—		12			—		—		—
Total	$	52		$	9	$	61		$	2	$	1	$	3

⁽¹⁾ Included in marketing, administration and research costs in Altria’s condensed consolidated statement of earnings.

⁽²⁾ Included in cost of sales in Altria’s condensed consolidated statements of earnings.

⁽³⁾ Represents curtailment costs. See Note 6. Benefit Plans.

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The 2019 pre-tax asset impairment, exit and implementation costs are related to the cost reduction program discussed below.

The movement in the restructuring liabilities, substantially all of which are severance liabilities, was as follows:



	For the Three Months Ended March 31, 2019
	(in millions)
Balances at December 31, 2018	$	155
Charges	40
Cash spent	(35		)
Balances at March 31, 2019	$	160

Cost Reduction Program

In December 2018, Altria announced a cost reduction program that includes, among other things, reducing third-party spending and workforce reductions across the businesses. As a result of the cost reduction program, Altria expects to record total pre-tax restructuring charges of approximately $210 million. Of this amount, Altria incurred pre-tax charges of $121 million in 2018 and expects to record the remainder in 2019. The total estimated charges, substantially all of which will result in cash expenditures, relate primarily to employee separation costs of approximately $180 million and other costs of approximately $30 million. Total pre-tax charges incurred since the inception of this cost reduction program were $182 million. Cash payments related to this cost reduction program of $22 million were made during the three months ended March 31, 2019. There were no cash payments related to this program in 2018.

Note 4. Investments in Equity Securities:

Altria’s investments consisted of the following:



	Carrying Amount
	March 31, 2019		December 31, 2018
	(in millions)
AB InBev	$	17,476	$	17,696
JUUL	12,800		12,800
Cronos⁽¹⁾	1,739		—
Total	$	32,015	$	30,496

⁽¹⁾Includes investment in Acquired Common Shares ($397 million), the Cronos warrant ($949 million) and the Fixed-price Preemptive Rights ($393 million) as discussed further below.

Investment in AB InBev

At March 31, 2019, Altria had a 10.1% economic and voting interest of AB InBev, consisting of 185 million restricted shares of AB InBev (the “Restricted Shares”) and 12 million ordinary shares of AB InBev. Altria accounts for its investment in AB InBev under the equity method of accounting because Altria has the ability to exercise significant influence over the operating and financial policies of AB InBev, including having active representation on AB InBev’s Board of Directors (“AB InBev Board”) and certain AB InBev Board committees. Through this representation, Altria participates in AB InBev policy making processes.

At December 31, 2018, AB InBev had derivative financial instruments used to hedge the share price related to 92.4 million of its share commitments. AB InBev’s share price in Euros at March 31, 2019 and December 31, 2018 was €74.76 and €57.70, respectively. Consistent with the one-quarter lag for reporting AB InBev’s results in Altria’s financial results, Altria will record its share of AB InBev’s first quarter 2019 mark-to-market gains associated with these derivative financial instruments in the second quarter of 2019.

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Altria reviews its investment in AB InBev for impairment by comparing the fair value of its investment to its carrying value. If the carrying value of Altria’s investment exceeds its fair value and the loss in value is other than temporary, the investment is considered impaired and impairment is recognized in the period identified. The factors used to make this determination include the duration and magnitude of the fair value decline, AB InBev’s financial condition and near-term prospects, and Altria’s intent and ability to hold its investment in AB InBev until recovery.

The fair value of Altria’s equity investment in AB InBev is based on: (i) unadjusted quoted prices in active markets for AB InBev’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. Altria may, in certain instances, pledge or otherwise grant a security interest in all or part of its Restricted Shares. In the event the pledgee or security interest holder forecloses on the Restricted Shares, the relevant Restricted Shares will be automatically converted, one-for-one, into ordinary shares. Therefore, the fair value of each Restricted Share is based on the value of an ordinary share.

The fair value of Altria’s equity investment in AB InBev at March 31, 2019 and December 31, 2018 was $16.6 billion and $13.1 billion, respectively, compared with its carrying value of $17.5 billion and $17.7 billion, respectively. At March 31, 2019, the fair value of Altria’s equity investment in AB InBev was less than its carrying value by 5%, as compared to 26% at December 31, 2018. At April 18, 2019, the fair value of Altria’s equity investment in AB InBev approximated its carrying value. Based on Altria’s evaluation of the factors identified above, Altria concluded that the decline in fair value of its investment in AB InBev below its carrying value at March 31, 2019 is temporary and, therefore, Altria has not recorded any impairment.

Investment in JUUL

In December 2018, Altria, through a wholly-owned subsidiary, purchased shares of JUUL’s non-voting Class C-1 Common Stock for an aggregate price of $12.8 billion, which will convert automatically to shares of voting Class C Common Stock upon antitrust clearance, and a security convertible into additional shares of Class C-1 Common Stock or Class C Common Stock, as applicable, for no additional payment upon settlement or exercise of certain JUUL convertible securities (the “JUUL Transaction”). At March 31, 2019, Altria owned 35% of the issued and outstanding capital stock of JUUL.

Upon Share Conversion, Altria will possess 35% of JUUL’s outstanding voting power, except to the extent that Altria’s percentage ownership has decreased, and have the right to designate one-third of the members of the JUUL Board of Directors, subject to proportionate downward adjustment if Altria’s percentage ownership falls below 30%.

Altria received a broad preemptive right to purchase JUUL shares to maintain its ownership percentage and is subject to a standstill restriction under which it may not acquire additional JUUL shares above its 35% interest. Furthermore, Altria agreed not to sell or transfer any of its JUUL shares for six years from December 20, 2018.

At March 31, 2019, Altria accounted for its investment in JUUL as an investment in an equity security. Since the JUUL shares do not have a readily determinable fair value, Altria has elected to measure its investment in JUUL at its cost minus any impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. There have been no such upward or downward adjustments to the carrying value of Altria’s investment in JUUL resulting from observable price changes since the JUUL Transaction. Upon Share Conversion, Altria expects to account for its investment in JUUL under the equity method of accounting.

Investment in Cronos

On March 8, 2019, Altria, through a subsidiary, completed its acquisition of:


▪	149.8 million newly issued common shares of Cronos (“Acquired Common Shares”), representing a 45% economic and voting interest.

▪

anti-dilution protections to purchase Cronos common shares to maintain its ownership percentage. Certain of the anti-dilution protections provide Altria the ability to purchase additional Cronos common shares at a per share exercise price of CAD $16.25 upon the occurrence of specified events (“Fixed-price Preemptive Rights”). Based on Altria’s assumptions as of March 31, 2019, Altria estimates the Fixed-price Preemptive Rights will allow Altria to purchase up to an additional approximately 40 million common shares of Cronos.

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▪	a warrant providing Altria the ability to purchase up to an additional approximately 74 million common shares of Cronos at a per share exercise price of CAD $19.00, which expires on March 8, 2023.

The total purchase price for the Acquired Common Shares, Fixed-price Preemptive Rights and warrant (collectively, “Investment in Cronos”) was CAD $2.4 billion (USD $1.8 billion). Upon full exercise of the Fixed-price Preemptive Rights, to the extent such rights become available, and the warrant, Altria would own a maximum of 55% of the outstanding common shares of Cronos.

In accounting for the acquisition of these assets as of the date of closing, the Fixed-price Preemptive Rights and warrant were recorded at each of their fair values using Black-Scholes option-pricing models, based on the assumptions described in Note 5. Financial Instruments. In addition, a deferred tax liability related to the Fixed-price Preemptive Rights and warrant was recorded. The residual of the purchase price was allocated to the Acquired Common Shares. Accordingly, the CAD $2.4 billion (USD $1.8 billion) purchase price was recorded in USD as follows:


▪	$1.2 billion to the warrant;


▪	$0.5 billion to the Fixed-price Preemptive Rights;


▪	$0.4 billion to the Acquired Common Shares; and


▪	$0.3 billion to a deferred tax liability.

For a discussion of derivatives related to Altria’s Investment in Cronos, including Altria’s accounting for changes in the fair value of these derivatives, see Note 5. Financial Instruments.

At March 31, 2019, Altria had a 45% economic and voting interest in Cronos, which Altria accounts for under the equity method of accounting. Altria reports its share of Cronos’s results using a one-quarter lag because Cronos’s results are not available in time for Altria to record them in the concurrent period. As a result of the one-quarter lag, no earnings/losses from Altria’s equity investment in Cronos were recorded for the quarter ended March 31, 2019.

Altria nominated four directors, including one director who is independent from Altria, who were elected to serve on Cronos’s seven member Board of Directors.

Note 5. Financial Instruments:

Altria enters into derivative financial instruments to mitigate the potential impact of certain market risks, including foreign currency exchange rate risk. Altria uses various types of derivative financial instruments, including forward contracts, options and swaps. Altria does not enter into or hold derivative financial instruments for trading or speculative purposes.

Altria’s investment in AB InBev, whose functional currency is the Euro, exposes Altria to foreign currency exchange risk on the carrying value of its investment. To manage this risk, Altria designates certain foreign exchange contracts, including cross-currency swap contracts and forward contracts (collectively “foreign currency contracts”), and Euro denominated notes (“foreign currency denominated debt”) as net investment hedges of Altria’s investment in AB InBev.

At March 31, 2019 and December 31, 2018, Altria had foreign currency contracts with aggregate notional amounts of $1,226 million. At March 31, 2019, Altria had foreign currency denominated debt with an aggregate fair value and carrying value of $4,851 million and $4,740 million, respectively. At December 31, 2018, Altria had no foreign currency denominated debt.

Altria’s estimates of the fair values of its foreign currency contracts are determined using valuation models with significant inputs that are readily available in public markets, or can be derived from observable market transactions, and therefore are classified in Level 2 of the fair value hierarchy. An adjustment for credit risk and nonperformance risk is included in the fair values of foreign currency contracts. See Note 10. Debt for a discussion of the fair value hierarchy related to Altria’s debt.

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Altria’s Fixed-price Preemptive Rights and warrant related to its investment in Cronos, which is further discussed in Note 4. Investments in Equity Securities, are derivative financial instruments, which are required to be recorded at fair value. The fair values of the Fixed-price Preemptive Rights and warrant are estimated using Black-Scholes option-pricing models, adjusted for 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) based on the following assumptions at:



	March 31, 2019	March 8, 2019	March 31, 2019	March 8, 2019
	Fixed-price Preemptive Rights		Warrant
Expected life ⁽¹⁾	2.27 years	2.32 years	3.94 years	4 years
Expected volatility ⁽²⁾	92.86%	93.02%	92.86%	93.02%
Risk-free interest rate ⁽³⁾⁽⁴⁾	1.54%	1.61%	1.52%	1.67%
Expected dividend yield ⁽⁵⁾	—%	—%	—%	—%

⁽¹⁾ Based on the weighted-average remaining expected life of the Fixed-price Preemptive Rights (with a range from 1.75 years to 7 years) and the March 8, 2023 expiration date of the warrant.

⁽²⁾ Based on a blend of historical volatility levels of the underlying equity security and peer companies.

⁽³⁾ Based on the implied yield currently available on Canadian Treasury zero coupon issues weighted for the remaining expected life of the Fixed-price Preemptive Rights.

⁽⁴⁾ Based on the implied yield currently available on Canadian Treasury zero coupon issues and the expected life of the warrant.

⁽⁵⁾ Based on Cronos’s expected dividend payments.

The following table provides a reconciliation of the beginning and ending balance of the Fixed-price Preemptive Rights and warrant, which are classified in Level 3 of the fair value hierarchy:



	(in millions)
Balance at December 31, 2018	$	—
Investment in Fixed-price Preemptive Rights and warrant	1,736
Pre-tax losses recognized in net earnings	(394		)
Balance at March 31, 2019	$	1,342

Altria elects to record the gross assets and liabilities of derivative financial instruments executed with the same counterparty on its condensed consolidated balance sheets. The fair values of Altria’s derivative financial instruments on a gross basis included on the condensed consolidated balance sheets were as follows:



	Fair Value of Assets					Fair Value of Liabilities
	Balance Sheet Classification	March 31, 2019		December 31, 2018		Balance Sheet Classification	March 31, 2019		December 31, 2018
Derivatives designated as hedging instruments:	(in millions)
Foreign currency contracts	Other current assets	$	48	$	37	Other accrued liabilities	$	—	$	—
Foreign currency contracts	Other assets	15		4		Other liabilities	—		4
Total		$	63