Fitch Affirms Altria's 'BBB+' IDR; Outlook Stable

CHICAGO--()--Fitch Ratings has affirmed Altria Group, Inc.'s (Altria) 'BBB+' IDR (Issuer Default Rating). The ratings apply to approximately $14.6 billion of total outstanding debt. The Rating Outlook is Stable.

A full list of affirmed ratings follows at the end of this release.

KEY RATING DRIVERS

Market Leading Positions

Altria maintains leadership in the U.S. cigarette market with its Marlboro franchise, and leading positions in moist smokeless tobacco (MST) with its Copenhagen brand, and in tipped cigars with Black & Mild. PM USA, the company's cigarette manufacturing subsidiary, commands around one-half of the U.S. marketplace bolstered by Marlboro's nearly 44% share. The company's MST offerings, Copenhagen and Skoal, also represent about one-half of the domestic MST market on a combined basis. Fitch believes that Altria's key smokeable and smokeless brands can hold current market share given no meaningful market disruption anticipated over the ratings horizon.

Accelerating Secular Volume Decline

The U.S. marketplace for tobacco cigarettes continues to dwindle by the mid-single digits annually as the smoking population declines (adults that smoked fell to record low of 18% of the U.S. population in 2012). Cigarette consumption in the U.S. has fallen by compound annual rate of 2.5% through 2012 since peaking at 640 billion sticks in 1981. The annual decrease has accelerated to 4.4% per year in 2007 to 2012 representing approximately 15 billion fewer cigarettes consumed annually.

Altria, with around one-half of the U.S. marketshare, is most at risk in the industry by the secular volume declines. The company maintains some diversification across its product portfolio with smoking alternatives and wine; however, the smokeable tobacco business represents around 86% of revenues and earnings. Altria's ability to achieve net price realization has kept net revenues positive in the smokeable segment despite the volume pressure. Reversal of positive price realization for tobacco products in the absence of a viable source of profitability outside of the tobacco category would have negative consequences for Altria's ratings.

Steady Leverage Despite Volume Pressure

Altria's gross debt leverage (total debt to EBITDA) has been in the range of 1.8x to 2.1x since 2008 and was 1.96x for the LTM ending Sept. 30, 2013 and 1.85 in 2012, both measures slightly below Fitch's expectations due to stronger EBITDA growth. Altria defended margins from the volume declines by controlling operating costs (mainly cigarette infrastructure), having completed a $1.5 billion cost savings program in 2012 started in the third quarter of 2011 and potentially finalizing a $400 million initiative by the end of 2013. EBITDA margins have expanded because of the programs to 42.8% for the LTM ending Sept. 30, 2013 from 39.3% in 2011. Fitch expects the current debt leverage level will be sustained through the long-term absent leveraging transactions.

SABMiller Stake Supports Strong Liquidity

Significantly bolstering Altria's liquidity is the company's 26.8% share of SABMiller plc., currently valued at $22.1 billion. Internal liquidity provided by operating cash flow (OCF) is strong at $4.8 billion for the LTM period ending Sept. 30, 2013 and $3.9 billion in 2012. OCF has covered large dividends payments and modest capital spending since 2008, excluding 2010, yielding positive free cash flow with margins fluctuating in the 1% to 3% range during this time.

Altria also had cash of $4.2 billion and full availability under a recently extended $3 billion five-year revolver (due August 2018) at Sept. 30, 2013. Excess liquidity is important given Altria's annual payment in April to the Master Settlement Agreement (MSA) that is approximately $4 billion. Debt maturities over the rating horizon are manageable comprising $525 million and $1 billion of unsecured notes due in 2014 and 2015, respectively, given the company's solid liquidity.

Financial Strategy Emphasizes Heavy Shareholder Returns

Limited acquisition opportunities and light capital spending (at or below 1%) affords Altria the flexibility to return significant cash flows to shareholders via large dividend payments and aggressive share repurchasing. Fitch expects the same shareholder-friendly posture through the ratings horizon including dividend payouts around 80% that has led to payments for the LTM ended Sept. 30, 2013 totaling $3.5 billion.

Moreover, share repurchases significantly increased to more than $1 billion in 2011 and 2012. While repurchasing activity has moderated through the first nine months of 2013 to $382 million, Fitch anticipates the company to utilize current authorization of $709 million by the end of 2014. Fitch sees the strategy as manageable at current cash flows and with leverage (total debt to EBITDA) sustained around 2.0x.

Industry Factors Limit Ratings Upside

A positive action to current credit ratings is restrained by key factors in the mature industry, specifically secular volume declines, high litigation exposure, rising regulatory risks and an accommodative shareholder stance.

RATING SENSITIVITIES

Future developments that may individually or collectively, lead to a positive rating action:

--Mitigation of negative industry factors with an emphasis on the slowing or reversal of secular volume declines;

--Altria fully offsetting cigarette volume pressures with meaningful portfolio diversification;

--Significantly reducing litigation risk, most notably the Engle progeny exposure;

--A commitment to a conservative financial strategy demonstrated by lower dividend payouts and less-aggressive share repurchasing.

Future developments that may individually or collectively, lead to a negative rating action:

--Altria has some flexibility to accommodate a more aggressive shareholder-friendly stance or acquisition activity, but gross debt leverage approaching 2.5x would warrant a one-notch downgrade;

--EBITDA pressures arising from greater-than-expected market contraction resulting from accelerated volume declines or a heightened competitive environment, such that gross debt leverage rises and stays around 2.5x;

--Regulatory decisions immediately banning sale of mentholated cigarettes or meaningfully increasing excise taxes on smoking products that significantly further suppresses volume and demand;

--Dramatic changes in the litigation process, whereby legal cases may reach verdict quicker and/or material adverse judgments significantly increase.

Fitch affirms Altria's rating as follows:

Altria Group Inc. (Parent)

--Long-term Issuer Default Rating (IDR) at 'BBB+';

--Guaranteed bank credit facility at 'BBB+';

--Guaranteed senior unsecured debt at 'BBB+';

--Short-term IDR at 'F2';

--Commercial paper (CP) at 'F2.'

Philip Morris Capital Corp. (a wholly owned subsidiary of Altria)

--Long-term IDR at 'BBB+';

--Short-term IDR at 'F2';

--CP at 'F2'.

UST LLC (a wholly owned subsidiary of Altria)

--Senior unsecured debt at 'BBB+'.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria and Related Research:

--'Corporate Rating Methodology' (Aug. 8, 2012).

Applicable Criteria and Related Research:

Corporate Rating Methodology - Effective from 8 August 2012 - 5 August 2013

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=684460

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=817231

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Contacts

Fitch Ratings
Primary Analyst
Michael Zbinovec, +1-312-368-3164
Senior Director
Fitch Ratings, Inc.
70 W. Madison Street
Chicago, IL 60602
or
Secondary Analyst
Wesley E. Moultrie II, CPA, +1-312-368-3186
Managing Director
or
Committee Chairperson
John Culver, +1-312-368-3216
Senior Director
or
Media Relations
Brian Bertsch, New York, +1-212-908-0549
brian.bertsch@fitchratings.com

Contacts

Fitch Ratings
Primary Analyst
Michael Zbinovec, +1-312-368-3164
Senior Director
Fitch Ratings, Inc.
70 W. Madison Street
Chicago, IL 60602
or
Secondary Analyst
Wesley E. Moultrie II, CPA, +1-312-368-3186
Managing Director
or
Committee Chairperson
John Culver, +1-312-368-3216
Senior Director
or
Media Relations
Brian Bertsch, New York, +1-212-908-0549
brian.bertsch@fitchratings.com