Condensed Consolidating Financial Information:

PM USA, which is a wholly-owned subsidiary of Altria Group, Inc., has guaranteed Altria Group, Inc.’s obligations under its outstanding debt securities, borrowings under the 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, 2014, 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, 2014 and December 31, 2013, condensed consolidating statements of earnings and comprehensive earnings for the three months ended March 31, 2014 and 2013, and condensed consolidating statements of cash flows for the three months ended March 31, 2014 and 2013 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.

Condensed Consolidating Balance Sheets

March 31, 2014

(in millions of dollars)



	Altria Group, Inc.		PM USA		Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Assets
Cash and cash equivalents	$	3,579	$	1	$	40	$	—		$	3,620
Receivables	—		11		102		—			113
Inventories:
Leaf tobacco	—		600		376		—			976
Other raw materials	—		124		64		—			188
Work in process	—		9		370		—			379
Finished product	—		186		241		—			427
	—		919		1,051		—			1,970
Due from Altria Group, Inc. and subsidiaries	735		4,628		1,844		(7,207		)	—
Deferred income taxes	2		1,133		26		(61		)	1,100
Other current assets	244		76		93		(239		)	174
Total current assets	4,560		6,768		3,156		(7,507		)	6,977
Property, plant and equipment, at cost	2		3,265		1,561		—			4,828
Less accumulated depreciation	2		2,188		635		—			2,825
	—		1,077		926		—			2,003
Goodwill	—		—		5,174		—			5,174
Other intangible assets, net	—		2		12,051		—			12,053
Investment in SABMiller	6,734		—		—		—			6,734
Investment in consolidated subsidiaries	11,259		2,993		—		(14,252		)	—
Finance assets, net	—		—		1,874		—			1,874
Due from Altria Group, Inc. and subsidiaries	4,790		—		—		(4,790		)	—
Other assets	156		463		244		(272		)	591
Total Assets	$	27,499	$	11,303	$	23,425	$	(26,821	)	$	35,406

Condensed Consolidating Balance Sheets (Continued)

March 31, 2014

(in millions of dollars)



	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Liabilities
Accounts payable	$	26		$	146		$	149		$	—		$	321
Accrued liabilities:
Marketing	—			418			25			—			443
Employment costs	11			9			45			—			65
Settlement charges	—			4,303			7			—			4,310
Other	333			476			222			(61		)	970
Income taxes	—			559			198			(239		)	518
Dividends payable	957			—			—			—			957
Due to Altria Group, Inc. and subsidiaries	6,016			457			734			(7,207		)	—
Total current liabilities	7,343			6,368			1,380			(7,507		)	7,584
Long-term debt	13,692			—			300			—			13,992
Deferred income taxes	1,999			—			5,181			(272		)	6,908
Accrued pension costs	197			—			16			—			213
Accrued postretirement health care costs	—			1,425			731			—			2,156
Due to Altria Group, Inc. and subsidiaries	—			—			4,790			(4,790		)	—
Other liabilities	153			129			124			—			406
Total liabilities	23,384			7,922			12,522			(12,569		)	31,259
Contingencies
Redeemable noncontrolling interest	—			—			34			—			34
Stockholders’ Equity
Common stock	935			—			9			(9		)	935
Additional paid-in capital	5,678			3,310			10,568			(13,878		)	5,678
Earnings reinvested in the business	25,388			300			1,253			(1,553		)	25,388
Accumulated other comprehensive losses	(1,318		)	(229		)	(959		)	1,188			(1,318		)
Cost of repurchased stock	(26,568		)	—			—			—			(26,568		)
Total stockholders’ equity attributable to Altria Group, Inc.	4,115			3,381			10,871			(14,252		)	4,115
Noncontrolling interests	—			—			(2		)	—			(2		)
Total stockholders’ equity	4,115			3,381			10,869			(14,252		)	4,113
Total Liabilities and Stockholders’ Equity	$	27,499		$	11,303		$	23,425		$	(26,821	)	$	35,406

Condensed Consolidating Balance Sheets

December 31, 2013

(in millions of dollars)



	Altria Group, Inc.		PM USA		Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Assets
Cash and cash equivalents	$	3,114	$	1	$	60	$	—		$	3,175
Receivables	—		11		104		—			115
Inventories:
Leaf tobacco	—		564		369		—			933
Other raw materials	—		121		59		—			180
Work in process	—		3		391		—			394
Finished product	—		141		231		—			372
	—		829		1,050		—			1,879
Due from Altria Group, Inc. and subsidiaries	590		3,253		1,706		(5,549		)	—
Deferred income taxes	2		1,133		26		(61		)	1,100
Other current assets	109		125		105		(18		)	321
Total current assets	3,815		5,352		3,051		(5,628		)	6,590
Property, plant and equipment, at cost	2		3,269		1,546		—			4,817
Less accumulated depreciation	2		2,168		619		—			2,789
	—		1,101		927		—			2,028
Goodwill	—		—		5,174		—			5,174
Other intangible assets, net	—		2		12,056		—			12,058
Investment in SABMiller	6,455		—		—		—			6,455
Investment in consolidated subsidiaries	11,227		2,988		—		(14,215		)	—
Finance assets, net	—		—		1,997		—			1,997
Due from Altria Group, Inc. and subsidiaries	4,790		—		—		(4,790		)	—
Other assets	157		455		218		(273		)	557
Total Assets	$	26,444	$	9,898	$	23,423	$	(24,906	)	$	34,859

Condensed Consolidating Balance Sheets (Continued)

December 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	$	525		$	—		$	—		$	—		$	525
Accounts payable	26			106			277			—			409
Accrued liabilities:
Marketing	—			464			48			—			512
Employment costs	94			10			151			—			255
Settlement charges	—			3,386			5			—			3,391
Other	302			531			253			(79		)	1,007
Dividends payable	959			—			—			—			959
Due to Altria Group, Inc. and subsidiaries	4,487			473			589			(5,549		)	—
Total current liabilities	6,393			4,970			1,323			(5,628		)	7,058
Long-term debt	13,692			—			300			—			13,992
Deferred income taxes	1,867			—			5,260			(273		)	6,854
Accrued pension costs	197			—			15			—			212
Accrued postretirement health care costs	—			1,437			718			—			2,155
Due to Altria Group, Inc. and subsidiaries	—			—			4,790			(4,790		)	—
Other liabilities	176			130			129			—			435
Total liabilities	22,325			6,537			12,535			(10,691		)	30,706
Contingencies
Redeemable noncontrolling interest	—			—			35			—			35
Stockholders’ Equity
Common stock	935			—			9			(9		)	935
Additional paid-in capital	5,714			3,310			10,328			(13,638		)	5,714
Earnings reinvested in the business	25,168			282			1,498			(1,780		)	25,168
Accumulated other comprehensive losses	(1,378		)	(231		)	(981		)	1,212			(1,378		)
Cost of repurchased stock	(26,320		)	—			—			—			(26,320		)
Total stockholders’ equity attributable to Altria Group, Inc.	4,119			3,361			10,854			(14,215		)	4,119
Noncontrolling interests	—			—			(1		)	—			(1		)
Total stockholders’ equity	4,119			3,361			10,853			(14,215		)	4,118
Total Liabilities and Stockholders’ Equity	$	26,444		$	9,898		$	23,423		$	(24,906	)	$	34,859

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

For the Three Months Ended March 31, 2014

(in millions of dollars)



	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	4,818		$	703	$	(4	)	$	5,517
Cost of sales	—			1,541			215		(4		)	1,752
Excise taxes on products	—			1,460			49		—			1,509
Gross profit	—			1,817			439		—			2,256
Marketing, administration and research costs	39			402			79		—			520
Asset impairment and exit costs	—			2			—		—			2
Operating (expense) income	(39		)	1,413			360		—			1,734
Interest and other debt expense (income), net	156			(64		)	61		—			153
Earnings from equity investment in SABMiller	(225		)	—			—		—			(225		)
Earnings before income taxes and equity earnings of subsidiaries	30			1,477			299		—			1,806
(Benefit) provision for income taxes	(23		)	547			107		—			631
Equity earnings of subsidiaries	1,122			53			—		(1,175		)	—
Net earnings	1,175			983			192		(1,175		)	1,175
Net earnings attributable to noncontrolling interests	—			—			—		—			—
Net earnings attributable to Altria Group, Inc.	$	1,175		$	983		$	192	$	(1,175	)	$	1,175


Net earnings	$	1,175		$	983		$	192	$	(1,175	)	$	1,175
Other comprehensive earnings, net of deferred income taxes	60			2			22		(24		)	60
Comprehensive earnings	1,235			985			214		(1,199		)	1,235
Comprehensive earnings attributable to noncontrolling interests	—			—			—		—			—
Comprehensive earnings attributable to Altria Group, Inc.	$	1,235		$	985		$	214	$	(1,199	)	$	1,235

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		57		—			522
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 Cash Flows

For the Three Months Ended March 31, 2014

(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	$	1,076		$	2,360		$	91		$	(1,402	)	$	2,125
Cash Provided by (Used in) Investing Activities
Capital expenditures	—			(8		)	(19		)	—			(27		)
Proceeds from finance assets	—			—			98			—			98
Other	—			4			1			—			5
Net cash (used in) provided by investing activities	—			(4		)	80			—			76
Cash Provided by (Used in) Financing Activities
Long-term debt repaid	(525		)	—			—			—			(525		)
Repurchases of common stock	(272		)	—			—			—			(272		)
Dividends paid on common stock	(957		)	—			—			—			(957		)
Changes in amounts due to/from Altria Group, Inc. and subsidiaries	1,143			(1,391		)	248			—			—
Cash dividends paid to parent	—			(965		)	(437		)	1,402			—
Other	—			—			(2		)	—			(2		)
Net cash used in financing activities	(611		)	(2,356		)	(191		)	1,402			(1,756		)
Cash and cash equivalents:
Increase (decrease)	465			—			(20		)	—			445
Balance at beginning of period	3,114			1			60			—			3,175
Balance at end of period	$	3,579		$	1		$	40		$	—		$	3,620

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	$	899		$	2,301		$	(222	)	$	(1,314	)	$	1,664
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			—
Net cash (used in) provided by financing activities	(16		)	(2,297		)	22			1,314			(977		)
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