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 June 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 June 30, 2012 and December 31, 2011, condensed consolidating statements of earnings and comprehensive earnings for the six and three months ended June 30, 2012 and 2011, and condensed consolidating statements of cash flows for the six months ended June 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 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.

In the second quarter of 2012, Altria Group, Inc. has 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
Six months ended June 30, 2011	$	1,783	$	55
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

June 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	$	1,502	$	—	$	26	$	—		$	1,528
Receivables	164		17		75		—			256
Inventories:
Leaf tobacco	—		445		354		—			799
Other raw materials	—		135		49		—			184
Work in process	—		4		265		—			269
Finished product	—		180		252		—			432
	—		764		920		—			1,684
Due from Altria Group, Inc. and subsidiaries	986		1,909		1,608		(4,503		)	—
Deferred income taxes	9		1,157		41		—			1,207
Other current assets	85		312		71		—			468
Total current assets	2,746		4,159		2,741		(4,503		)	5,143
Property, plant and equipment, at cost	2		3,294		1,454		—			4,750
Less accumulated depreciation	2		2,074		543		—			2,619
	—		1,220		911		—			2,131
Goodwill	—		—		5,174		—			5,174
Other intangible assets, net	—		2		12,086		—			12,088
Investment in SABMiller	6,486		—		—		—			6,486
Investment in consolidated subsidiaries	9,411		3,028		—		(12,439		)	—
Due from Altria Group, Inc. and subsidiaries	4,500		—		—		(4,500		)	—
Other assets	191		553		100		(372		)	472
Total consumer products assets	23,334		8,962		21,012		(21,814		)	31,494
Financial services
Finance assets, net	—		—		3,012		—			3,012
Other assets	—		—		41		—			41
Total financial services assets	—		—		3,053		—			3,053
Total Assets	$	23,334	$	8,962	$	24,065	$	(21,814	)	$	34,547

Condensed Consolidating Balance Sheets (Continued)

June 30, 2012

(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			127			139			—			335
Accrued liabilities:
Marketing	—			564			17			—			581
Taxes, except income taxes	—			203			15			—			218
Employment costs	25			9			76			—			110
Settlement charges	—			2,178			6			—			2,184
Other	308			552			357			—			1,217
Income taxes	—			—			—			—			—
Dividends payable	836			—			—			—			836
Due to Altria Group, Inc. and subsidiaries	2,506			349			1,316			(4,171		)	—
Total current liabilities	3,744			3,982			2,526			(4,171		)	6,081
Long-term debt	12,790			—			299			—			13,089
Deferred income taxes	2,046			—			3,400			(372		)	5,074
Accrued pension costs	230			—			909			—			1,139
Accrued postretirement health care costs	—			1,557			810			—			2,367
Due to Altria Group, Inc. and subsidiaries	—			—			4,500			(4,500		)	—
Other liabilities	251			203			152			—			606
Total consumer products liabilities	19,061			5,742			12,596			(9,043		)	28,356
Financial services
Deferred income taxes	—			—			1,764			—			1,764
Due to Altria Group, Inc. and subsidiaries	—			—			332			(332		)	—
Other liabilities	—			—			119			—			119
Total financial services liabilities	—			—			2,215			(332		)	1,883
Total liabilities	19,061			5,742			14,811			(9,375		)	30,239
Contingencies
Redeemable noncontrolling interest	—			—			33			—			33
Stockholders' Equity
Common stock	935			—			9			(9		)	935
Additional paid-in capital	5,647			3,321			10,215			(13,536		)	5,647
Earnings reinvested in the business	24,334			205			593			(798		)	24,334
Accumulated other comprehensive losses	(1,674		)	(306		)	(1,598		)	1,904			(1,674		)
Cost of repurchased stock	(24,969		)	—			—			—			(24,969		)
Total stockholders’ equity attributable to Altria Group, Inc.	4,273			3,220			9,219			(12,439		)	4,273
Noncontrolling interests	—			—			2			—			2
Total stockholders’ equity	4,273			3,220			9,221			(12,439		)	4,275
Total Liabilities and Stockholders’ Equity	$	23,334		$	8,962		$	24,065		$	(21,814	)	$	34,547

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 Stockholder’s Equity	$	23,796		$	10,331		$	25,303		$	(22,468	)	$	36,962

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

For The Six Months Ended June 30, 2012

(in millions of dollars)



	Altria Group, Inc.			PM USA			Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	10,646		$	1,500		$	(12	)	$	12,134
Cost of sales	—			3,475			415			(12		)	3,878
Excise taxes on products	—			3,411			149			—			3,560
Gross profit	—			3,760			936			—			4,696
Marketing, administration and research costs	87			918			125			—			1,130
Asset impairment and exit costs	—			36			1			—			37
Amortization of intangibles	—			—			10			—			10
Operating (expense) income	(87		)	2,806			800			—			3,519
Interest and other debt expense (income), net	367			(1		)	220			—			586
Earnings from equity investment in SABMiller	(743		)	—			—			—			(743		)
Earnings before income taxes and equity earnings of subsidiaries	289			2,807			580			—			3,676
Provision for income taxes	55			1,040			160			—			1,255
Equity earnings of subsidiaries	2,186			107			—			(2,293		)	—
Net earnings	2,420			1,874			420			(2,293		)	2,421
Net earnings attributable to noncontrolling interests	—			—			(1		)	—			(1		)
Net earnings attributable to Altria Group, Inc.	$	2,420		$	1,874		$	419		$	(2,293	)	$	2,420


Net earnings	$	2,420		$	1,874		$	420		$	(2,293	)	$	2,421
Other comprehensive earnings, net of deferred income taxes	213			6			51			(57		)	213
Comprehensive earnings	2,633			1,880			471			(2,350		)	2,634
Comprehensive earnings attributable to noncontrolling interests	—			—			(1		)	—			(1		)
Comprehensive earnings attributable to Altria Group, Inc.	$	2,633		$	1,880		$	470		$	(2,350	)	$	2,633

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

For The Six Months Ended June 30, 2011

(in millions of dollars)



	Altria Group, Inc.			PM USA		Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	10,698	$	877		$	(12	)	$	11,563
Cost of sales	—			3,455		382			(12		)	3,825
Excise taxes on products	—			3,452		166			—			3,618
Gross profit	—			3,791		329			—			4,120
Marketing, administration and research costs	84			1,052		136			—			1,272
Asset impairment and exit costs	—			3		—			—			3
Amortization of intangibles	—			—		11			—			11
Operating (expense) income	(84		)	2,736		182			—			2,834
Interest and other debt expense, net	340			4		228			—			572
Earnings from equity investment in SABMiller	(344		)	—		—			—			(344		)
(Loss) earnings before income taxes and equity earnings of subsidiaries	(80		)	2,732		(46		)	—			2,606
(Benefit) provision for income taxes	(71		)	1,016		279			—			1,224
Equity earnings of subsidiaries	1,390			67		—			(1,457		)
Net earnings (loss)	1,381			1,783		(325		)	(1,457		)	1,382
Net earnings attributable to noncontrolling interests	—			—		(1		)	—			(1		)
Net earnings (loss) attributable to Altria Group, Inc.	$	1,381		$	1,783	$	(326	)	$	(1,457	)	$	1,381


Net earnings (loss)	$	1,381		$	1,783	$	(325	)	$	(1,457	)	$	1,382
Other comprehensive earnings, net of deferred income taxes	205			7		53			(60		)	205
Comprehensive earnings (loss)	1,586			1,790		(272		)	(1,517		)	1,587
Comprehensive earnings attributable to noncontrolling interests	—			—		(1		)	—			(1		)
Comprehensive earnings (loss) attributable to Altria Group, Inc.	$	1,586		$	1,790	$	(273	)	$	(1,517	)	$	1,586

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

For The Three Months Ended June 30, 2012

(in millions of dollars)



	Altria Group, Inc.			PM USA		Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	5,724	$	769		$	(6	)	$	6,487
Cost of sales	—			1,876		216			(6		)	2,086
Excise taxes on products	—			1,834		73			—			1,907
Gross profit				2,014		480						2,494
Marketing, administration and research costs	53			487		56			—			596
Asset impairment and exit costs	—			16		—			—			16
Amortization of intangibles	—			—		5			—			5
Operating (expense) income	(53		)	1,511		419			—			1,877
Interest and other debt expense, net	182			—		111			—			293
Earnings from equity investment in SABMiller	(223		)	—		—			—			(223		)
(Loss) earnings before income taxes and equity earnings of subsidiaries	(12		)	1,511		308			—			1,807
(Benefit) provision for income taxes	(29		)	558		52			—			581
Equity earnings of subsidiaries	1,208			58		—			(1,266		)	—
Net earnings	1,225			1,011		256			(1,266		)	1,226
Net earnings attributable to noncontrolling interests	—			—		(1		)	—			(1		)
Net earnings attributable to Altria Group, Inc.	$	1,225		$	1,011	$	255		$	(1,266	)	$	1,225


Net earnings	$	1,225		$	1,011	$	256		$	(1,266	)	$	1,226
Other comprehensive earnings, net of deferred income taxes	11			7		30			(37		)	11
Comprehensive earnings	1,236			1,018		286			(1,303		)	1,237
Comprehensive earnings attributable to noncontrolling interests	—			—		(1		)	—			(1		)
Comprehensive earnings attributable to Altria Group, Inc.	$	1,236		$	1,018	$	285		$	(1,303	)	$	1,236

Condensed Consolidating Statements of Earnings and Comprehensive Earnings

For The Three Months Ended June 30, 2011

(in millions of dollars)



	Altria Group, Inc.			PM USA		Non- Guarantor Subsidiaries			Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	5,687	$	239		$	(6	)	$	5,920
Cost of sales	—			1,838		198			(6		)	2,030
Excise taxes on products	—			1,833		85			—			1,918
Gross profit (loss)				2,016		(44		)				1,972
Marketing, administration and research costs	39			554		78			—			671
Asset impairment and exit costs	—			1		—			—			1
Amortization of intangibles	—			—		5			—			5
Operating (expense) income	(39		)	1,461		(127		)				1,295
Interest and other debt expense, net	175			6		113			—			294
Earnings from equity investment in SABMiller	(155		)	—		—			—			(155		)
(Loss) earnings before income taxes and equity earnings of subsidiaries	(59		)	1,455		(240		)				1,156
(Benefit) provision for income taxes	(41		)	543		210			—			712
Equity earnings of subsidiaries	462			42		—			(504		)	—
Net earnings (loss) attributable to Altria Group, Inc.	$	444		$	954	$	(450	)	$	(504	)	$	444


Net earnings (loss) attributable to Altria Group, Inc.	$	444		$	954	$	(450	)	$	(504	)	$	444
Other comprehensive earnings, net of deferred income taxes	112			3		27			(30		)	112
Comprehensive earnings (loss) attributable to Altria Group, Inc.	$	556		$	957	$	(423	)	$	(534	)	$	556

Condensed Consolidating Statements of Cash Flows

For The Six Months Ended June 30, 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 operating activities	$	714		$	935		$	229		$	(1,963	)	$	(85	)
Cash Provided by (Used In) Investing Activities
Consumer products
Capital expenditures	—			(11		)	(28		)	—			(39		)
Other	—			—			(3		)	—			(3		)
Financial services
Proceeds from finance assets	—			—			552			—			552
Net cash (used in) provided by investing activities	—			(11		)	521			—			510
Cash Provided by (Used In) Financing Activities
Consumer products
Repurchases of common stock	(360		)	—			—			—			(360		)
Dividends paid on common stock	(1,674		)	—			—			—			(1,674		)
Changes in amounts due to/from Altria Group, Inc. and subsidiaries	(424		)	960			(536		)	—			—
Cash dividends paid to parent	—			(1,845		)	(118		)	1,963			—
Other	1			(39		)	(95		)	—			(133		)
Net cash used in financing activities	(2,457		)	(924		)	(749		)	1,963			(2,167		)
Cash and cash equivalents:
(Decrease) Increase	(1,743		)	—			1			—			(1,742		)
Balance at beginning of period	3,245			—			25			—			3,270
Balance at end of period	$	1,502		$	—		$	26		$	—		$	1,528

Condensed Consolidating Statements of Cash Flows

For The Six Months Ended June 30, 2011

(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	$	1,356		$	1,022		$	(61	)	$	(1,838	)	$	479
Cash Provided by (Used In) Investing Activities
Consumer products
Capital expenditures	—			(10		)	(30		)	—			(40		)
Other	—			1			—			—			1
Financial services
Proceeds from finance assets	—			—			129			—			129
Net cash (used in) provided by investing activities	—			(9		)	99			—			90
Cash Provided by (Used In) Financing Activities
Consumer products
Long-term debt issued	1,494			—			—			—			1,494
Repurchases of common stock	(575		)	—			—			—			(575		)
Dividends paid on common stock	(1,589		)	—			—			—			(1,589		)
Issuances of common stock	29			—			—			—			29
Changes in amounts due to/from Altria Group, Inc. and subsidiaries	(975		)	880			95			—			—
Financing fees and debt issuance costs	(23		)	—			—			—			(23		)
Cash dividends paid to parent	—			(1,783		)	(55		)	1,838			—
Other	26			(110		)	(71		)	—			(155		)
Net cash used in financing activities	(1,613		)	(1,013		)	(31		)	1,838			(819		)
Cash and cash equivalents:
(Decrease) Increase	(257		)	—			7			—			(250		)
Balance at beginning of period	2,298			—			16			—			2,314
Balance at end of period	$	2,041		$	—		$	23		$	—		$	2,064