Condensed Consolidating Financial Information:

PM USA, which is a wholly-owned subsidiary of Altria Group, Inc., has issued guarantees relating to Altria Group, Inc.'s obligations under its outstanding debt securities, borrowings under its Credit Agreement and amounts outstanding under its commercial paper program (the “Guarantees”). Pursuant to the Guarantees, PM USA fully and unconditionally guarantees, as primary obligor, the payment and performance of Altria Group, Inc.'s obligations under the guaranteed debt instruments (the “Obligations”), subject to release under certain customary circumstances as noted below.

The Guarantees provide that PM USA guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of the Obligations. The liability of PM USA under the Guarantees is absolute and unconditional irrespective of: any lack of validity, enforceability or genuineness of any provision of any agreement or instrument relating thereto; any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from any agreement or instrument relating thereto; any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations; or any other circumstance that might otherwise constitute a defense available to, or a discharge of, Altria Group, Inc. or PM USA.

The obligations of PM USA under the Guarantees are limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of PM USA that are relevant under Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Guarantees, result in PM USA's obligations under the Guarantees not constituting a fraudulent transfer or conveyance. For this purpose, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.

PM USA will be unconditionally released and discharged from its obligations under each of the Guarantees upon the earliest to occur of:


•	the date, if any, on which PM USA consolidates with or merges into Altria Group, Inc. or any successor;


•	the date, if any, on which Altria Group, Inc. or any successor consolidates with or merges into PM USA;


•	the payment in full of the Obligations pertaining to such Guarantees; and


•	the rating of Altria Group, Inc.'s long-term senior unsecured debt by Standard & Poor's of A or higher.

At September 30, 2012, the respective principal wholly-owned subsidiaries of Altria Group, Inc. and PM USA 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 common stock.

The following sets forth the condensed consolidating balance sheets as of September 30, 2012 and December 31, 2011, condensed consolidating statements of earnings and comprehensive earnings for the nine and three months ended September 30, 2012 and 2011, and condensed consolidating statements of cash flows for the nine months ended September 30, 2012 and 2011 for Altria Group, Inc., PM USA and Altria Group, Inc.'s other subsidiaries that are not guarantors of Altria Group, Inc.’s debt instruments (the “Non-Guarantor Subsidiaries”). The financial information is based on Altria Group, Inc.'s understanding of the Securities and Exchange Commission ("SEC") interpretation and application of Rule 3-10 of SEC Regulation S-X.

The financial information may not necessarily be indicative of results of operations or financial position had PM USA and the Non-Guarantor Subsidiaries operated as independent entities. Altria Group, Inc. and PM USA account for investments in their subsidiaries under the equity method of accounting.

Certain prior-period amounts have been recast to conform with the current-period presentation, due to Middleton becoming a wholly-owned subsidiary of PM USA effective January 1, 2012.

Beginning in the second quarter of 2012, Altria Group, Inc. revised the classification of cash dividends received from subsidiaries on its condensed consolidating statements of cash flows to present them as cash flows from operating activities. These amounts were previously classified as cash flows from financing activities. As other prior period financial information is presented, Altria Group, Inc. will similarly revise the condensed consolidating statements of cash flows in its future filings. The impact of this revision, which Altria Group, Inc. determined is not material to the related financial statements, is to increase cash inflows from operating activities (and decrease cash inflows from financing activities) for Altria Group, Inc. and PM USA as follows:



	Altria Group, Inc.		PM USA
	(in millions)
For the years ended:
December 31, 2011	$	3,666	$	213
December 31, 2010	$	3,438	$	179
December 31, 2009	$	3,711	$	136
For the:
Three months ended March 31, 2012	$	923	$	59
Nine months ended September 30, 2011	$	2,702	$	110
Three months ended March 31, 2011	$	890	$	26

There was no impact on Altria Group, Inc.'s consolidated statements of cash flows.

Condensed Consolidating Balance Sheets

September 30, 2012

(in millions of dollars)



	Altria Group, Inc.		PM USA		Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Assets
Consumer products
Cash and cash equivalents	$	2,153	$	—	$	33	$	—		$	2,186
Receivables	97		11		88		—			196
Inventories:
Leaf tobacco	—		416		336		—			752
Other raw materials	—		133		49		—			182
Work in process	—		8		253		—			261
Finished product	—		162		267		—			429
	—		719		905		—			1,624
Due from Altria Group, Inc. and subsidiaries	1,108		2,851		881		(4,840		)	—
Deferred income taxes	9		1,245		33		—			1,287
Other current assets	270		341		30		—			641
Total current assets	3,637		5,167		1,970		(4,840		)	5,934
Property, plant and equipment, at cost	2		3,243		1,474		—			4,719
Less accumulated depreciation	2		2,047		559		—			2,608
	—		1,196		915		—			2,111
Goodwill	—		—		5,174		—			5,174
Other intangible assets, net	—		2		12,081		—			12,083
Investment in SABMiller	6,468		—		—		—			6,468
Investment in consolidated subsidiaries	9,723		3,017		—		(12,740		)	—
Due from Altria Group, Inc. and subsidiaries	4,500		—		—		(4,500		)	—
Other assets	138		505		111		(335		)	419
Total consumer products assets	24,466		9,887		20,251		(22,415		)	32,189
Financial services
Finance assets, net	—		—		2,805		—			2,805
Other assets	—		—		44		—			44
Total financial services assets	—		—		2,849		—			2,849
Total Assets	$	24,466	$	9,887	$	23,100	$	(22,415	)	$	35,038

Condensed Consolidating Balance Sheets (Continued)

September 30, 2012

(in millions of dollars)



	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Liabilities
Consumer products
Accounts payable	$	3		$	122		$	164		$	—		$	289
Accrued liabilities:
Marketing	—			512			14			—			526
Taxes, except income taxes	—			57			8			—			65
Employment costs	25			9			112			—			146
Settlement charges	—			3,230			6			—			3,236
Other	342			533			316			—			1,191
Dividends payable	895			—			—			—			895
Due to Altria Group, Inc. and subsidiaries	3,279			355			1,030			(4,664		)	—
Total current liabilities	4,544			4,818			1,650			(4,664		)	6,348
Long-term debt	13,579			—			299			—			13,878
Deferred income taxes	2,038			—			3,392			(335		)	5,095
Accrued pension costs	220			—			891			—			1,111
Accrued postretirement health care costs	—			1,553			811			—			2,364
Due to Altria Group, Inc. and subsidiaries	—			—			4,500			(4,500		)	—
Other liabilities	219			190			151			—			560
Total consumer products liabilities	20,600			6,561			11,694			(9,499		)	29,356
Financial services
Deferred income taxes	—			—			1,720			—			1,720
Due to Altria Group, Inc. and subsidiaries	—			—			176			(176		)	—
Other liabilities	—			—			61			—			61
Total financial services liabilities	—			—			1,957			(176		)	1,781
Total liabilities	20,600			6,561			13,651			(9,675		)	31,137
Contingencies
Redeemable noncontrolling interest	—			—			33			—			33
Stockholders' Equity
Common stock	935			—			9			(9		)	935
Additional paid-in capital	5,670			3,321			10,220			(13,541		)	5,670
Earnings reinvested in the business	24,098			308			751			(1,059		)	24,098
Accumulated other comprehensive losses	(1,604		)	(303		)	(1,566		)	1,869			(1,604		)
Cost of repurchased stock	(25,233		)	—			—			—			(25,233		)
Total stockholders' equity attributable to Altria Group, Inc.	3,866			3,326			9,414			(12,740		)	3,866
Noncontrolling interests	—			—			2			—			2
Total stockholders' equity	3,866			3,326			9,416			(12,740		)	3,868
Total Liabilities and Stockholders' Equity	$	24,466		$	9,887		$	23,100		$	(22,415	)	$	35,038

Condensed Consolidating Balance Sheets

December 31, 2011

(in millions of dollars)



	Altria Group, Inc.		PM USA		Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Assets
Consumer products
Cash and cash equivalents	$	3,245	$	—	$	25	$	—		$	3,270
Receivables	174		16		78		—			268
Inventories:
Leaf tobacco	—		565		369		—			934
Other raw materials	—		128		42		—			170
Work in process	—		4		312		—			316
Finished product	—		126		233		—			359
	—		823		956		—			1,779
Due from Altria Group, Inc. and subsidiaries	403		3,007		1,765		(5,175		)	—
Deferred income taxes	9		1,157		41		—			1,207
Other current assets	6		430		247		(76		)	607
Total current assets	3,837		5,433		3,112		(5,251		)	7,131
Property, plant and equipment, at cost	2		3,280		1,446		—			4,728
Less accumulated depreciation	2		2,005		505		—			2,512
	—		1,275		941		—			2,216
Goodwill	—		—		5,174		—			5,174
Other intangible assets, net	—		2		12,096		—			12,098
Investment in SABMiller	5,509		—		—		—			5,509
Investment in consolidated subsidiaries	7,009		3,035		—		(10,044		)	—
Due from Altria Group, Inc. and subsidiaries	6,500		—		—		(6,500		)	—
Other assets	941		586		111		(381		)	1,257
Total consumer products assets	23,796		10,331		21,434		(22,176		)	33,385
Financial services
Finance assets, net	—		—		3,559		—			3,559
Due from Altria Group, Inc. and subsidiaries	—		—		292		(292		)	—
Other assets	—		—		18		—			18
Total financial services assets	—		—		3,869		(292		)	3,577
Total Assets	$	23,796	$	10,331	$	25,303	$	(22,468	)	$	36,962

Condensed Consolidating Balance Sheets (Continued)

December 31, 2011

(in millions of dollars)



	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Liabilities
Consumer products
Current portion of long-term debt	$	—		$	—		$	600		$	—		$	600
Accounts payable	69			159			275			—			503
Accrued liabilities:
Marketing	—			390			40			—			430
Taxes, except income taxes	—			209			11			—			220
Employment costs	29			12			184			—			225
Settlement charges	—			3,508			5			—			3,513
Other	384			620			383			(76		)	1,311
Dividends payable	841			—			—			—			841
Due to Altria Group, Inc. and subsidiaries	3,792			474			1,201			(5,467		)	—
Total current liabilities	5,115			5,372			2,699			(5,543		)	7,643
Long-term debt	12,790			—			299			—			13,089
Deferred income taxes	1,787			—			3,345			(381		)	4,751
Accrued pension costs	236			—			1,426			—			1,662
Accrued postretirement health care costs	—			1,562			797			—			2,359
Due to Altria Group, Inc. and subsidiaries	—			—			6,500			(6,500		)	—
Other liabilities	188			216			198			—			602
Total consumer products liabilities	20,116			7,150			15,264			(12,424		)	30,106
Financial services
Deferred income taxes	—			—			2,811			—			2,811
Other liabilities	—			—			330			—			330
Total financial services liabilities	—			—			3,141			—			3,141
Total liabilities	20,116			7,150			18,405			(12,424		)	33,247
Contingencies
Redeemable noncontrolling interest	—			—			32			—			32
Stockholders' Equity
Common stock	935			—			9			(9		)	935
Additional paid-in capital	5,674			3,283			8,238			(11,521		)	5,674
Earnings reinvested in the business	23,583			210			265			(475		)	23,583
Accumulated other comprehensive losses	(1,887		)	(312		)	(1,649		)	1,961			(1,887		)
Cost of repurchased stock	(24,625		)	—			—			—			(24,625		)
Total stockholders' equity attributable to Altria Group, Inc.	3,680			3,181			6,863			(10,044		)	3,680
Noncontrolling interests	—			—			3			—			3
Total stockholders' equity	3,680			3,181			6,866			(10,044		)	3,683
Total Liabilities and Stockholders' Equity	$	23,796		$	10,331		$	25,303		$	(22,468	)	$	36,962

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

For the Nine Months Ended September 30, 2012

(in millions of dollars)



	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	16,090		$	2,304		$	(18	)	$	18,376
Cost of sales	—			5,238			640			(18		)	5,860
Excise taxes on products	—			5,117			219			—			5,336
Gross profit	—			5,735			1,445			—			7,180
Marketing, administration and research costs	148			1,382			148			—			1,678
Changes to Mondelēz and PMI tax-related receivables	(48		)	—			—			—			(48		)
Asset impairment and exit costs	1			45			1			—			47
Amortization of intangibles	—			—			15			—			15
Operating (expense) income	(101		)	4,308			1,281			—			5,488
Interest and other debt expense (income), net	548			(2		)	322			—			868
Loss on early extinguishment of debt	874			—			—			—			874
Earnings from equity investment in SABMiller	(973		)	—			—			—			(973		)
(Loss) earnings before income taxes and equity earnings of subsidiaries	(550		)	4,310			959			—			4,719
(Benefit) provision for income taxes	(240		)	1,567			314			—			1,641
Equity earnings of subsidiaries	3,387			163			—			(3,550		)	—
Net earnings	3,077			2,906			645			(3,550		)	3,078
Net earnings attributable to noncontrolling interests	—			—			(1		)	—			(1		)
Net earnings attributable to Altria Group, Inc.	$	3,077		$	2,906		$	644		$	(3,550	)	$	3,077


Net earnings	$	3,077		$	2,906		$	645		$	(3,550	)	$	3,078
Other comprehensive earnings, net of deferred income taxes	283			10			82			(92		)	283
Comprehensive earnings	3,360			2,916			727			(3,642		)	3,361
Comprehensive earnings attributable to noncontrolling interests	—			—			(1		)	—			(1		)
Comprehensive earnings attributable to Altria Group, Inc.	$	3,360		$	2,916		$	726		$	(3,642	)	$	3,360

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

For The Nine Months Ended September 30, 2011

(in millions of dollars)



	Altria Group, Inc.			PM USA		Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	16,009	$	1,681		$	(19	)	$	17,671
Cost of sales	—			5,139		588			(19		)	5,708
Excise taxes on products	—			5,139		259			—			5,398
Gross profit	—			5,731		834			—			6,565
Marketing, administration and research costs	133			1,551		169			—			1,853
Changes to Mondelēz and PMI tax-related receivables	(19		)	—		—			—			(19		)
Asset impairment and exit costs	—			3		—			—			3
Amortization of intangibles	—			—		16			—			16
Operating (expense) income	(114		)	4,177		649			—			4,712
Interest and other debt expense, net	517			5		343			—			865
Earnings from equity investment in SABMiller	(552		)	—		—			—			(552		)
(Loss) earnings before income taxes and equity earnings of subsidiaries	(79		)	4,172		306			—			4,399
(Benefit) provision for income taxes	(122		)	1,569		396			—			1,843
Equity earnings of subsidiaries	2,511			116		—			(2,627		)	—
Net earnings (loss)	2,554			2,719		(90		)	(2,627		)	2,556
Net earnings attributable to noncontrolling interests	—			—		(2		)	—			(2		)
Net earnings (loss) attributable to Altria Group, Inc.	$	2,554		$	2,719	$	(92	)	$	(2,627	)	$	2,554


Net earnings (loss)	$	2,554		$	2,719	$	(90	)	$	(2,627	)	$	2,556
Other comprehensive earnings, net of deferred income taxes	23			12		80			(92		)	23
Comprehensive earnings (losses)	2,577			2,731		(10		)	(2,719		)	2,579
Comprehensive earnings attributable to noncontrolling interests	—			—		(2		)	—			(2		)
Comprehensive earnings (losses) attributable to Altria Group, Inc.	$	2,577		$	2,731	$	(12	)	$	(2,719	)	$	2,577

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

For the Three Months Ended September 30, 2012

(in millions of dollars)



	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	5,444		$	804	$	(6	)	$	6,242
Cost of sales	—			1,763			225		(6		)	1,982
Excise taxes on products	—			1,706			70		—			1,776
Gross profit	—			1,975			509		—			2,484
Marketing, administration and research costs	61			464			23		—			548
Changes to Mondelēz and PMI tax-related receivables	(48		)	—			—		—			(48		)
Asset impairment and exit costs	1			9			—		—			10
Amortization of intangibles	—			—			5		—			5
Operating (expense) income	(14		)	1,502			481		—			1,969
Interest and other debt expense (income), net	181			(1		)	102		—			282
Loss on early extinguishment of debt	874			—			—		—			874
Earnings from equity investment in SABMiller	(230		)	—			—		—			(230		)
(Loss) earnings before income taxes and equity earnings of subsidiaries	(839		)	1,503			379		—			1,043
(Benefit) provision for income taxes	(295		)	527			154		—			386
Equity earnings of subsidiaries	1,201			56			—		(1,257		)	—
Net earnings	657			1,032			225		(1,257		)	657
Net earnings attributable to noncontrolling interests	—			—			—		—			—
Net earnings attributable to Altria Group, Inc.	$	657		$	1,032		$	225	$	(1,257	)	$	657


Net earnings	$	657		$	1,032		$	225	$	(1,257	)	$	657
Other comprehensive earnings, net of deferred income taxes	70			4			31		(35		)	70
Comprehensive earnings	727			1,036			256		(1,292		)	727
Comprehensive earnings attributable to noncontrolling interests	—			—			—		—			—
Comprehensive earnings attributable to Altria Group, Inc.	$	727		$	1,036		$	256	$	(1,292	)	$	727

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

For The Three Months Ended September 30, 2011

(in millions of dollars)



	Altria Group, Inc.			PM USA		Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	5,311	$	804		$	(7	)	$	6,108
Cost of sales	—			1,684		206			(7		)	1,883
Excise taxes on products	—			1,687		93			—			1,780
Gross profit	—			1,940		505			—			2,445
Marketing, administration and research costs	49			499		33			—			581
Changes to Mondelēz and PMI tax-related receivables	(19		)	—		—			—			(19		)
Amortization of intangibles	—			—		5			—			5
Operating (expense) income	(30		)	1,441		467			—			1,878
Interest and other debt expense, net	177			1		115			—			293
Earnings from equity investment in SABMiller	(208		)	—		—			—			(208		)
Earnings before income taxes and equity earnings of subsidiaries	1			1,440		352			—			1,793
(Benefit) provision for income taxes	(51		)	553		117			—			619
Equity earnings of subsidiaries	1,121			49		—			(1,170		)	—
Net earnings	1,173			936		235			(1,170		)	1,174
Net earnings attributable to noncontrolling interests	—			—		(1		)	—			(1		)
Net earnings attributable to Altria Group, Inc.	$	1,173		$	936	$	234		$	(1,170	)	$	1,173


Net earnings	$	1,173		$	936	$	235		$	(1,170	)	$	1,174
Other comprehensive (losses) earnings, net of deferred income taxes	(182		)	5		27			(32		)	(182		)
Comprehensive earnings	991			941		262			(1,202		)	992
Comprehensive earnings attributable to noncontrolling interests	—			—		(1		)	—			(1		)
Comprehensive earnings attributable to Altria Group, Inc.	$	991		$	941	$	261		$	(1,202	)	$	991

Condensed Consolidating Statements of Cash Flows

For the Nine Months Ended September 30, 2012

(in millions of dollars)



	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Cash Provided by Operating Activities
Net cash provided by operating activities	$	1,883		$	2,814		$	382		$	(2,959	)	$	2,120
Cash Provided by (Used In) Investing Activities
Consumer products
Capital expenditures	—			(18		)	(59		)	—			(77		)
Other	—			—			(8		)	—			(8		)
Financial services
Proceeds from finance assets	—			—			813			—			813
Net cash (used in) provided by investing activities	—			(18		)	746			—			728
Cash Provided by (Used In) Financing Activities
Consumer products
Long-term debt issued	2,787			—			—			—			2,787
Long-term debt repaid	(2,000		)	—			(600		)	—			(2,600		)
Repurchases of common stock	(595		)	—			—			—			(595		)
Dividends paid on common stock	(2,508		)	—			—			—			(2,508		)
Issuances of common stock	—			—			—			—			—
Changes in amounts due to/from Altria Group, Inc. and subsidiaries	220			17			(237		)	—			—
Financing fees and debt issuance costs	(22		)	—			—			—			(22		)
Tender premiums and fees related to early extinguishment of debt	(864		)	—			—			—			(864		)
Cash dividends paid to parent	—			(2,774		)	(185		)	2,959			—
Other	7			(39		)	(98		)	—			(130		)
Net cash used in financing activities	(2,975		)	(2,796		)	(1,120		)	2,959			(3,932		)
Cash and cash equivalents:
(Decrease) increase	(1,092		)	—			8			—			(1,084		)
Balance at beginning of period	3,245			—			25			—			3,270
Balance at end of period	$	2,153		$	—		$	33		$	—		$	2,186

Condensed Consolidating Statements of Cash Flows

For The Nine Months Ended September 30, 2011

(in millions of dollars)



	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Cash Provided by Operating Activities
Net cash provided by operating activities	$	2,596		$	2,663		$	117		$	(2,812	)	$	2,564
Cash Provided by (Used In) Investing Activities
Consumer products
Capital expenditures	—			(16		)	(59		)	—			(75		)
Other	—			1			—			—			1
Financial services
Proceeds from finance assets	—			—			248			—			248
Net cash (used in) provided by investing activities	—			(15		)	189			—			174
Cash Provided by (Used In) Financing Activities
Consumer products
Long-term debt issued	1,494			—			—			—			1,494
Repurchases of common stock	(1,000		)	—			—			—			(1,000		)
Dividends paid on common stock	(2,379		)	—			—			—			(2,379		)
Issuances of common stock	29			—			—			—			29
Changes in amounts due to/from Altria Group, Inc. and subsidiaries	(34		)	150			(116		)	—			—
Financing fees and debt issuance costs	(24		)	—			—			—			(24		)
Cash dividends paid to parent	—			(2,702		)	(110		)	2,812			—
Other	35			(96		)	(68		)	—			(129		)
Net cash used in financing activities	(1,879		)	(2,648		)	(294		)	2,812			(2,009		)
Cash and cash equivalents:
Increase	717			—			12			—			729
Balance at beginning of period	2,298			—			16			—			2,314
Balance at end of period	$	3,015		$	—		$	28		$	—		$	3,043