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 September 30, 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 September 30, 2013 and December 31, 2012, condensed consolidating statements of earnings and comprehensive earnings for the nine and three months ended September 30, 2013 and 2012, and condensed consolidating statements of cash flows for the nine months ended September 30, 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.

Condensed Consolidating Balance Sheets

September 30, 2013

(in millions of dollars)



	Altria Group, Inc.		PM USA		Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Assets
Cash and cash equivalents	$	4,169	$	—	$	42	$	—		$	4,211
Receivables	—		6		86		—			92
Inventories:
Leaf tobacco	—		459		339		—			798
Other raw materials	—		126		51		—			177
Work in process	—		9		298		—			307
Finished product	—		162		274		—			436
	—		756		962		—			1,718
Due from Altria Group, Inc. and subsidiaries	5,469		2,953		1,679		(10,101		)	—
Deferred income taxes	1		1,246		16		(45		)	1,218
Other current assets	131		259		47		(127		)	310
Total current assets	9,770		5,220		2,832		(10,273		)	7,549
Property, plant and equipment, at cost	2		3,257		1,528		—			4,787
Less accumulated depreciation	2		2,144		600		—			2,746
	—		1,113		928		—			2,041
Goodwill	—		—		5,174		—			5,174
Other intangible assets, net	—		2		12,061		—			12,063
Investment in SABMiller	6,520		—		—		—			6,520
Investment in consolidated subsidiaries	10,042		2,996		—		(13,038		)	—
Finance assets, net	—		—		2,153		—			2,153
Other assets	151		561		113		(375		)	450
Total Assets	$	26,483	$	9,892	$	23,261	$	(23,686	)	$	35,950

Continued

Condensed Consolidating Balance Sheets (Continued)

September 30, 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	30			128			189			—			347
Accrued liabilities:
Marketing	—			494			29			—			523
Employment costs	89			9			117			—			215
Settlement charges	—			3,041			6			—			3,047
Other	364			704			362			(172		)	1,258
Dividends payable	963			—			—			—			963
Due to Altria Group, Inc. and subsidiaries	4,088			453			5,560			(10,101		)	—
Total current liabilities	7,518			4,829			6,263			(10,273		)	8,337
Long-term debt	12,592			—			300			—			12,892
Deferred income taxes	2,012			—			4,829			(375		)	6,466
Accrued pension costs	223			—			1,020			—			1,243
Accrued postretirement health care costs	—			1,728			764			—			2,492
Other liabilities	157			194			154			—			505
Total liabilities	22,502			6,751			13,330			(10,648		)	31,935
Contingencies
Redeemable noncontrolling interest	—			—			34			—			34
Stockholders’ Equity
Common stock	935			—			9			(9		)	935
Additional paid-in capital	5,701			3,320			10,273			(13,593		)	5,701
Earnings reinvested in the business	25,636			234			1,367			(1,601		)	25,636
Accumulated other comprehensive losses	(2,223		)	(413		)	(1,752		)	2,165			(2,223		)
Cost of repurchased stock	(26,068		)	—			—			—			(26,068		)
Total stockholders’ equity attributable to Altria Group, Inc.	3,981			3,141			9,897			(13,038		)	3,981
Noncontrolling interests	—			—			—			—			—
Total stockholders’ equity	3,981			3,141			9,897			(13,038		)	3,981
Total Liabilities and Stockholders’ Equity	$	26,483		$	9,892		$	23,261		$	(23,686	)	$	35,950

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 Nine Months Ended September 30, 2013

(in millions of dollars)



	Altria Group, Inc.			PM USA		Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	15,967	$	2,436	$	(17	)	$	18,386
Cost of sales	—			4,550		677		(17		)	5,210
Excise taxes on products	—			4,936		191		—			5,127
Gross profit	—			6,481		1,568		—			8,049
Marketing, administration and research costs	155			1,384		184		—			1,723
Changes to Mondelēz and PMI tax-related receivables/payables	25			—		—		—			25
Asset impairment and exit costs	—			1		—		—			1
Amortization of intangibles	—			—		15		—			15
Operating (expense) income	(180		)	5,096		1,369		—			6,285
Interest and other debt expense, net	490			2		302		—			794
Earnings from equity investment in SABMiller	(738		)	—		—		—			(738		)
Earnings before income taxes and equity earnings of subsidiaries	68			5,094		1,067		—			6,229
(Benefit) provision for income taxes	(89		)	1,890		381		—			2,182
Equity earnings of subsidiaries	3,890			163		—		(4,053		)	—
Net earnings	4,047			3,367		686		(4,053		)	4,047
Net earnings attributable to noncontrolling interests	—			—		—		—			—
Net earnings attributable to Altria Group, Inc.	$	4,047		$	3,367	$	686	$	(4,053	)	$	4,047


Net earnings	$	4,047		$	3,367	$	686	$	(4,053	)	$	4,047
Other comprehensive (losses) earnings, net of deferred income taxes	(183		)	16		139		(155		)	(183		)
Comprehensive earnings	3,864			3,383		825		(4,208		)	3,864
Comprehensive losses (earnings) attributable to noncontrolling interests	—			—		—		—			—
Comprehensive earnings attributable to Altria Group, Inc.	$	3,864		$	3,383	$	825	$	(4,208	)	$	3,864

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/payables	(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 Three Months Ended September 30, 2013

(in millions of dollars)



	Altria Group, Inc.			PM USA		Non- Guarantor Subsidiaries		Total Consolidating Adjustments			Consolidated
Net revenues	$	—		$	5,627	$	932	$	(6	)	$	6,553
Cost of sales	—			1,698		247		(6		)	1,939
Excise taxes on products	—			1,728		65		—			1,793
Gross profit	—			2,201		620		—			2,821
Marketing, administration and research costs	60			517		82		—			659
Changes to Mondelēz and PMI tax-related receivables/payables	25			—		—		—			25
Asset impairment and exit costs	—			—		—		—			—
Amortization of intangibles	—			—		5		—			5
Operating (expense) income	(85		)	1,684		533		—			2,132
Interest and other debt expense, net	166			3		100		—			269
Earnings from equity investment in SABMiller	(255		)	—		—		—			(255		)
Earnings before income taxes and equity earnings of subsidiaries	4			1,681		433		—			2,118
(Benefit) provision for income taxes	(63		)	628		157		—			722
Equity earnings of subsidiaries	1,329			61		—		(1,390		)	—
Net earnings	1,396			1,114		276		(1,390		)	1,396
Net earnings attributable to noncontrolling interests	—			—		—		—			—
Net earnings attributable to Altria Group, Inc.	$	1,396		$	1,114	$	276	$	(1,390	)	$	1,396


Net earnings	$	1,396		$	1,114	$	276	$	(1,390	)	$	1,396
Other comprehensive earnings, net of deferred income taxes	107			4		41		(45		)	107
Comprehensive earnings	1,503			1,118		317		(1,435		)	1,503
Comprehensive losses (earnings) attributable to noncontrolling interests	—			—		—		—			—
Comprehensive earnings attributable to Altria Group, Inc.	$	1,503		$	1,118	$	317	$	(1,435	)	$	1,503

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/payables	(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 Cash Flows

For the Nine Months Ended September 30, 2013

(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	$	3,347		$	2,986		$	351		$	(3,708	)	$	2,976
Cash Provided by (Used in) Investing Activities
Capital expenditures	—			(18		)	(72		)	—			(90		)
Proceeds from finance assets	—			—			559			—			559
Other	—			—			16			—			16
Net cash (used in) provided by investing activities	—			(18		)	503			—			485
Cash Provided by (Used in) Financing Activities
Long-term debt issued	996			—			—			—			996
Repurchases of common stock	(382		)	—			—			—			(382		)
Dividends paid on common stock	(2,652		)	—			—			—			(2,652		)
Changes in amounts due to/from Altria Group, Inc. and subsidiaries	(11		)	517			(506		)	—			—
Financing fees and debt issuance costs	(12		)	—			—			—			(12		)
Cash dividends paid to parent	—			(3,447		)	(261		)	3,708			—
Other	21			(38		)	(83		)	—			(100		)
Net cash used in financing activities	(2,040		)	(2,968		)	(850		)	3,708			(2,150		)
Cash and cash equivalents:
Increase	1,307			—			4			—			1,311
Balance at beginning of period	2,862			—			38			—			2,900
Balance at end of period	$	4,169		$	—		$	42		$	—		$	4,211

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
Capital expenditures	—			(18		)	(59		)	—			(77		)
Proceeds from finance assets	—			—			813			—			813
Other	—			—			(8		)	—			(8		)
Net cash (used in) provided by investing activities	—			(18		)	746			—			728
Cash Provided by (Used in) Financing Activities
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		)
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
	$	2,153		$	—		$	33		$	—		$	2,186