Moody's downgrades and confirms short-term ratings
Moody's Investors Service cut Altria Group Inc.'s long-term senior unsecured rating to Baa2 from Baa1 on April 22, 2003, while leaving the company's Prime-2 short-term commercial paper rating intact. At the same time, Moody's confirmed Kraft Foods Inc.'s A3 long-term senior unsecured rating and its Prime-2 commercial paper rating. Following the action, Altria's outlook was listed as negative and Kraft's outlook was described as stable. The ratings decisions touch on approximately $20 billion of debt securities.
Cause of the downgrade - bonding tied to litigation
Moody's said the downgrade reflects a reduction in free cash flow available to Altria for debt service because of bonding obligations stemming from the Price/Miles class-action consumer fraud case in Illinois. To meet the bond requirement in that case, Philip Morris USA placed a $6 billion note into escrow. That placement eliminated $420 million in annual interest receipts that otherwise would have flowed to Altria.
In addition to the $6 billion escrowed note, the subsidiary was required to place four quarterly payments of $200 million each into escrow, beginning on September 30, 2003. Moody's quantified the cash-flow impact: the bonding requirements will lower Altria's annual free cash flow by at least $420 million and by as much as $1.22 billion until the litigation concludes following all appeals.
Cash-flow context and operating performance
Moody's highlighted that in 2002 the combined free cash flow from Philip Morris USA and Philip Morris International made available to Altria, after deduction of Altria interest and corporate expenses, totaled $5.3 billion. In response to emerging pressures, the company suspended its share buyback program.
Operating income trends in early 2003 were mixed. In the first quarter of 2003, Philip Morris USA's operating income fell 41% year-over-year to $742 million. That decline was partly offset by an 8% year-over-year increase in Philip Morris International's operating income to $1.69 billion.
Subsequent short-term downgrade and ongoing review
On September 11, 2003, Moody's took additional action by lowering Altria's short-term debt rating to Prime-3 from Prime-2 and placing the Baa2 long-term rating under review for possible downgrade. At that time Moody's also affirmed Kraft's A3 and Prime-2 ratings but moved Kraft's outlook to negative. Moody's described the short-term downgrade for Altria as driven by event risk from U.S. tobacco litigation affecting Philip Morris USA, which could produce longer-term volatility in the free cash flow available to Altria.
State-level bonding developments and legal filings
Moody's noted changes in state legislation affecting bond requirements. Since April 2003, eight states enacted laws capping bonding requirements for tobacco companies that signed the 1998 Master Settlement Agreement, with California adopting a $150 million bond cap. Moody's reported that 21 states had bond cap legislation in place and five states did not require bonding.
On the legal front, Philip Morris USA sought further judicial review after a trial court judge reinstated a $12 billion bond in the Price/Miles case. That reinstatement followed instructions from the Illinois 5th District appellate court issued on July 15, 2003, and led Philip Morris USA to file a request for review with the Illinois Supreme Court.
This article summarizes Moody's rating actions and the related financial and legal developments as reported; it presents the agency's stated rationale and the quantified cash flow effects tied to the Price/Miles litigation and resulting bonding obligations.