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 the Obligations 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 March 31, 2013, 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 March 31, 2013 and December 31, 2012, condensed consolidating statements of earnings and comprehensive earnings for the three months ended March 31, 2013 and 2012, and condensed consolidating statements of cash flows for the three months ended March 31, 2013 and 2012 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.

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. The impact of this revision, which Altria Group, Inc. determined was not material to the related financial statements, was to increase cash inflows from operating activities (and decrease cash inflows from financing activities) by $923 million for Altria Group, Inc. and $59 million for PM USA for the three months ended March 31, 2012. This revision had no impact on Altria Group, Inc.’s consolidated statements of cash flows.

Condensed Consolidating Balance Sheets

March 31, 2013

(in millions of dollars)



	Altria Group, Inc.		PM USA		Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Assets
Cash and cash equivalents	$	3,745	$	—	$	30	$	—		$	3,775
Receivables	21		9		82		—			112
Inventories:
Leaf tobacco	—		489		375		—			864
Other raw materials	—		124		50		—			174
Work in process	—		7		332		—			339
Finished product	—		206		233		—			439
	—		826		990		—			1,816
Due from Altria Group, Inc. and subsidiaries	5,634		4,253		1,216		(11,103		)	—
Deferred income taxes	—		1,246		16		(46		)	1,216
Other current assets	240		81		109		(233		)	197
Total current assets	9,640		6,415		2,443		(11,382		)	7,116
Property, plant and equipment, at cost	2		3,256		1,505		—			4,763
Less accumulated depreciation	2		2,100		593		—			2,695
	—		1,156		912		—			2,068
Goodwill	—		—		5,174		—			5,174
Other intangible assets, net	—		2		12,071		—			12,073
Investment in SABMiller	6,749		—		—		—			6,749
Investment in consolidated subsidiaries	9,653		3,009		—		(12,662		)	—
Finance assets, net	—		—		2,385		—			2,385
Other assets	136		534		137		(366		)	441
Total Assets	$	26,178	$	11,116	$	23,122	$	(24,410	)	$	36,006

Continued

Condensed Consolidating Balance Sheets (Continued)

March 31, 2013

(in millions of dollars)



	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Liabilities
Current portion of long-term debt	$	1,984		$	—		$	—		$	—		$	1,984
Accounts payable	—			125			134			—			259
Accrued liabilities:
Marketing	—			444			24			—			468
Employment costs	74			7			45			—			126
Settlement charges	—			4,137			6			—			4,143
Other	353			467			258			(46		)	1,032
Income taxes	—			666			167			(233		)	600
Dividends payable	886			—			—			—			886
Due to Altria Group, Inc. and subsidiaries	5,227			180			5,696			(11,103		)	—
Total current liabilities	8,524			6,026			6,330			(11,382		)	9,498
Long-term debt	11,595			—			299			—			11,894
Deferred income taxes	2,075			—			4,948			(366		)	6,657
Accrued pension costs	231			—			1,092			—			1,323
Accrued postretirement health care costs	—			1,750			751			—			2,501
Other liabilities	184			185			159			—			528
Total liabilities	22,609			7,961			13,579			(11,748		)	32,401
Contingencies
Redeemable noncontrolling interest	—			—			35			—			35
Stockholders’ Equity
Common stock	935			—			9			(9		)	935
Additional paid-in capital	5,656			3,321			10,272			(13,593		)	5,656
Earnings reinvested in the business	24,817			255			1,058			(1,313		)	24,817
Accumulated other comprehensive losses	(2,068		)	(421		)	(1,832		)	2,253			(2,068		)
Cost of repurchased stock	(25,771		)	—			—			—			(25,771		)
Total stockholders’ equity attributable to Altria Group, Inc.	3,569			3,155			9,507			(12,662		)	3,569
Noncontrolling interests	—			—			1			—			1
Total stockholders’ equity	3,569			3,155			9,508			(12,662		)	3,570
Total Liabilities and Stockholders’ Equity	$	26,178		$	11,116		$	23,122		$	(24,410	)	$	36,006

Condensed Consolidating Balance Sheets

December 31, 2012

(in millions of dollars)



	Altria Group, Inc.		PM USA		Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Assets
Cash and cash equivalents	$	2,862	$	—	$	38	$	—		$	2,900
Receivables	101		7		85		—			193
Inventories:
Leaf tobacco	—		512		364		—			876
Other raw materials	—		127		46		—			173
Work in process	—		3		346		—			349
Finished product	—		117		231		—			348
	—		759		987		—			1,746
Due from Altria Group, Inc. and subsidiaries	834		3,424		1,171		(5,429		)	—
Deferred income taxes	—		1,246		16		(46		)	1,216
Other current assets	—		193		175		(108		)	260
Total current assets	3,797		5,629		2,472		(5,583		)	6,315
Property, plant and equipment, at cost	2		3,253		1,495		—			4,750
Less accumulated depreciation	2		2,073		573		—			2,648
	—		1,180		922		—			2,102
Goodwill	—		—		5,174		—			5,174
Other intangible assets, net	—		2		12,076		—			12,078
Investment in SABMiller	6,637		—		—		—			6,637
Investment in consolidated subsidiaries	9,521		3,018		—		(12,539		)	—
Finance assets, net	—		—		2,581		—			2,581
Due from Altria Group, Inc. and subsidiaries	4,500		—		—		(4,500		)	—
Other assets	136		530		141		(365		)	442
Total Assets	$	24,591	$	10,359	$	23,366	$	(22,987	)	$	35,329

Continued

Condensed Consolidating Balance Sheets (Continued)

December 31, 2012

(in millions of dollars)



	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Liabilities
Current portion of long-term debt	$	1,459		$	—		$	—		$	—		$	1,459
Accounts payable	4			155			292			—			451
Accrued liabilities:
Marketing	—			526			42			—			568
Employment costs	27			10			147			—			184
Settlement charges	—			3,610			6			—			3,616
Other	469			506			272			(154		)	1,093
Dividends payable	888			—			—			—			888
Due to Altria Group, Inc. and subsidiaries	3,965			409			1,055			(5,429		)	—
Total current liabilities	6,812			5,216			1,814			(5,583		)	8,259
Long-term debt	12,120			—			299			—			12,419
Deferred income taxes	2,034			—			4,983			(365		)	6,652
Accrued pension costs	235			—			1,500			—			1,735
Accrued postretirement health care costs	—			1,759			745			—			2,504
Due to Altria Group, Inc. and subsidiaries	—			—			4,500			(4,500		)	—
Other liabilities	222			178			156			—			556
Total liabilities	21,423			7,153			13,997			(10,448		)	32,125
Contingencies
Redeemable noncontrolling interest	—			—			34			—			34
Stockholders’ Equity
Common stock	935			—			9			(9		)	935
Additional paid-in capital	5,688			3,321			10,272			(13,593		)	5,688
Earnings reinvested in the business	24,316			314			943			(1,257		)	24,316
Accumulated other comprehensive losses	(2,040		)	(429		)	(1,891		)	2,320			(2,040		)
Cost of repurchased stock	(25,731		)	—			—			—			(25,731		)
Total stockholders’ equity attributable to Altria Group, Inc.	3,168			3,206			9,333			(12,539		)	3,168
Noncontrolling interests	—			—			2			—			2
Total stockholders’ equity	3,168			3,206			9,335			(12,539		)	3,170
Total Liabilities and Stockholders’ Equity	$	24,591		$	10,359		$	23,366		$	(22,987	)	$	35,329

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

For the Three Months Ended March 31, 2013

(in millions of dollars)



	Altria Group, Inc.			PM USA		Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	4,822	$	711	$	(5	)	$	5,528
Cost of sales	—			1,099		205		(5		)	1,299
Excise taxes on products	—			1,495		60		—			1,555
Gross profit	—			2,228		446		—			2,674
Marketing, administration and research costs	46			419		52		—			517
Amortization of intangibles	—			—		5		—			5
Operating (expense) income	(46		)	1,809		389		—			2,152
Interest and other debt expense, net	161			—		100		—			261
Earnings from equity investment in SABMiller	(256		)	—		—		—			(256		)
Earnings before income taxes and equity earnings of subsidiaries	49			1,809		289		—			2,147
(Benefit) provision for income taxes	(9		)	667		104		—			762
Equity earnings of subsidiaries	1,327			44		—		(1,371		)	—
Net earnings	1,385			1,186		185		(1,371		)	1,385
Net earnings attributable to noncontrolling interests	—			—		—		—			—
Net earnings attributable to Altria Group, Inc.	$	1,385		$	1,186	$	185	$	(1,371	)	$	1,385


Net earnings	$	1,385		$	1,186	$	185	$	(1,371	)	$	1,385
Other comprehensive (losses) earnings, net of deferred income taxes	(28		)	8		59		(67		)	(28		)
Comprehensive earnings	1,357			1,194		244		(1,438		)	1,357
Comprehensive earnings attributable to noncontrolling interests	—			—		—		—			—
Comprehensive earnings attributable to Altria Group, Inc.	$	1,357		$	1,194	$	244	$	(1,438	)	$	1,357

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

For The Three Months Ended March 31, 2012

(in millions of dollars)



	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	4,922		$	731	$	(6	)	$	5,647
Cost of sales	—			1,599			199		(6		)	1,792
Excise taxes on products	—			1,577			76		—			1,653
Gross profit	—			1,746			456		—			2,202
Marketing, administration and research costs	34			431			69		—			534
Asset impairment and exit costs	—			20			1		—			21
Amortization of intangibles	—			—			5		—			5
Operating (expense) income	(34		)	1,295			381		—			1,642
Interest and other debt expense (income), net	185			(1		)	109		—			293
Earnings from equity investment in SABMiller	(520		)	—			—		—			(520		)
Earnings before income taxes and equity earnings of subsidiaries	301			1,296			272		—			1,869
Provision for income taxes	84			482			108		—			674
Equity earnings of subsidiaries	978			49			—		(1,027		)	—
Net earnings	1,195			863			164		(1,027		)	1,195
Net earnings attributable to noncontrolling interests	—			—			—		—			—
Net earnings attributable to Altria Group, Inc.	$	1,195		$	863		$	164	$	(1,027	)	$	1,195


Net earnings	$	1,195		$	863		$	164	$	(1,027	)	$	1,195
Other comprehensive earnings (losses), net of deferred income taxes	202			(1		)	21		(20		)	202
Comprehensive earnings	1,397			862			185		(1,047		)	1,397
Comprehensive earnings attributable to noncontrolling interests	—			—			—		—			—
Comprehensive earnings attributable to Altria Group, Inc.	$	1,397		$	862		$	185	$	(1,047	)	$	1,397

Condensed Consolidating Statements of Cash Flows

For the Three Months Ended March 31, 2013

(in millions of dollars)



	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Cash Provided by (Used In) Operating Activities
Net cash provided by (used in) operating activities	$	902		$	2,344		$	(139	)	$	(1,314	)	$	1,793
Cash Provided by (Used In) Investing Activities
Capital expenditures	—			(4		)	(11		)	—			(15		)
Proceeds from finance assets	—			—			203			—			203
Net cash (used in) provided by investing activities	—			(4		)	192			—			188
Cash Provided by (Used In) Financing Activities
Repurchases of common stock	(91		)	—			—			—			(91		)
Dividends paid on common stock	(886		)	—			—			—			(886		)
Changes in amounts due to/from Altria Group, Inc. and subsidiaries	961			(1,052		)	91			—			—
Cash dividends paid to parent	—			(1,245		)	(69		)	1,314			—
Other	(3		)	(43		)	(83		)	—			(129		)
Net cash used in financing activities	(19		)	(2,340		)	(61		)	1,314			(1,106		)
Cash and cash equivalents:
Increase (decrease)	883			—			(8		)	—			875
Balance at beginning of period	2,862			—			38			—			2,900
Balance at end of period	$	3,745		$	—		$	30		$	—		$	3,775

Condensed Consolidating Statements of Cash Flows

For the Three Months Ended March 31, 2012

(in millions of dollars)



	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Cash Provided by (Used In) Operating Activities
Net cash provided by (used in) operating activities	$	533		$	2,519		$	(233	)	$	(982	)	$	1,837
Cash Provided by (Used In) Investing Activities
Capital expenditures	—			(5		)	(11		)	—			(16		)
Proceeds from finance assets	—			—			303			—			303
Net cash (used in) provided by investing activities	—			(5		)	292			—			287
Cash Provided by (Used In) Financing Activities
Repurchases of common stock	(266		)	—			—			—			(266		)
Dividends paid on common stock	(838		)	—			—			—			(838		)
Changes in amounts due to/from Altria Group, Inc. and subsidiaries	1,466			(1,549		)	83			—			—
Cash dividends paid to parent	—			(923		)	(59		)	982			—
Other	—			(42		)	(92		)	—			(134		)
Net cash provided by (used in) financing activities	362			(2,514		)	(68		)	982			(1,238		)
Cash and cash equivalents:
Increase (decrease)	895			—			(9		)	—			886
Balance at beginning of period	3,245			—			25			—			3,270
Balance at end of period	$	4,140		$	—		$	16		$	—		$	4,156