Bond Altria Inc. 9.95% ( US02209SAE37 ) in USD

Altria Inc.

131.529 % ▼

United States

US02209SAE37 ( in USD )

9.95% per year ( payment 2 times a year)

09/11/2038

Prospectus brochure of the bond Altria Group Inc US02209SAE37 en USD 9.95%, maturity 09/11/2038

2 000 USD

241 733 000 USD

02209SAE3

BBB+ ( Lower medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

10/11/2025 ( In 134 days )

Altria Group, Inc. is a leading tobacco company in the United States, with a diverse portfolio of well-known cigarette brands and a growing stake in the cannabis and alcoholic beverage industries.

Altria Group Inc. (US02209SAE37, CUSIP: 02209SAE3) issued a USD 241,733,000 bond with a 9.95% coupon rate, maturing on 09/11/2038, currently trading at 135.586%, paying semi-annually, with a minimum purchase size of 2,000, and rated BBB by S&P and A3 by Moody's.

Prospectus Supplement
424B2 1 d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents

Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-155009

CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities
Amount to
Maximum Offering
Maximum Aggregate
Amount of
to be Registered

be Registered
Price Per Unit
Offering Price

Registration Fee (1) (2)
8.50% Notes due 2013 $1,400,000,000
99.952%

$1,399,328,000
$ 54,993.59
9.70% Notes due 2018 $3,100,000,000
99.931%

$3,097,861,000
$121,745.94
9.95% Notes due 2038 $1,500,000,000
97.709%

$1,465,635,000
$ 57,599.46
(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933. The total registration fee
due for this offering is $234,338.99.
(2) Paid herewith.
Prospectus Supplement to Prospectus dated November 4, 2008

Altria Group, Inc.
$1,400,000,000 8.50% Notes due 2013
$3,100,000,000 9.70% Notes due 2018
$1,500,000,000 9.95% Notes due 2038
Guaranteed by
Philip Morris USA Inc.
We will pay interest on each series of notes semiannually on May 10 and November 10 of each year, beginning
May 10, 2009. Interest on the notes of each series will be subject to adjustment upon the occurrence of the events
discussed under the caption "Description of Notes--Interest Rate Adjustment." We may not redeem the notes
prior to maturity unless specified events occur involving United States federal income taxation. See "Description
of Notes--Redemption for Tax Reasons." If we experience a change of control triggering event with respect to the
notes of a series, we will be required to offer to repurchase such notes from holders at 101% of the principal
amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase. See "Description of Notes--
Repurchase Upon Change of Control Triggering Event."
The notes will be senior unsecured obligations of Altria Group, Inc. and will rank equally with all of its other
existing and future senior unsecured indebtedness. Each series of notes will be guaranteed by our wholly-owned
subsidiary, Philip Morris USA Inc. The guarantee will rank equally with all of Philip Morris USA Inc.'s existing
and future senior unsecured indebtedness and guarantees from time to time outstanding. The notes will be
denominated in U.S. dollars and issued only in denominations of $2,000 and integral multiples of $1,000.
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Prospectus Supplement
Investing in the notes involves risks. See "Risk Factors" beginning on page S-8 of this prospectus
supplement.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or
disapproved of these securities or determined if this prospectus supplement or the attached prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

Public
Underwriting
Proceeds to Us

Offering Price
Discount
(before expenses)
Per 8.50% Note due 2013

99.952%
0.600%
99.352%
Total for 8.50% Notes due 2013

$1,399,328,000 $ 8,400,000 $1,390,928,000
Per 9.70% Note due 2018

99.931%
0.650%
99.281%
Total for 9.70% Notes due 2018

$3,097,861,000 $20,150,000 $3,077,711,000
Per 9.95% Note due 2038

97.709%
0.875%
96.834%
Total for 9.95% Notes due 2038

$1,465,635,000 $13,125,000 $1,452,510,000

Combined Total

$5,962,824,000 $41,675,000 $5,921,149,000

The initial public offering prices set forth above do not include accrued interest. Interest will accrue from
November 10, 2008.
The underwriters expect to deliver the notes through the facilities of The Depository Trust Company, including its
participants Clearstream Banking, société anonyme, Luxembourg or Euroclear Bank S.A./N.V., as operator of the
Euroclear System, against payment in New York, New York on or about November 10, 2008.
Joint Book-Running Managers

Citi
Goldman, Sachs & Co.
J.P. Morgan

Senior Co-Manager
Barclays Capital
Co-Managers

Deutsche Bank Securities

HSBC

Loop Capital Markets, LLC
RBS Greenwich Capital
The Williams Capital Group, L.

Scotia Capital

P.
Prospectus Supplement dated November 5, 2008
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Prospectus Supplement
Table of Contents
TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT

S-1
FORWARD-LOOKING AND CAUTIONARY STATEMENTS

S-2
SUMMARY

S-3
RISK FACTORS

S-8
USE OF PROCEEDS

S-11
RATIOS OF EARNINGS TO FIXED CHARGES

S-12
CAPITALIZATION

S-13
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

S-14
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
S-16
DESCRIPTION OF NOTES

S-24
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

S-36
UNDERWRITING

S-41
OFFERING RESTRICTIONS

S-43
DOCUMENTS INCORPORATED BY REFERENCE

S-45
LEGAL MATTERS

S-45
EXPERTS

S-45
PROSPECTUS

ABOUT THIS PROSPECTUS

i
WHERE YOU CAN FIND MORE INFORMATION

i
DOCUMENTS INCORPORATED BY REFERENCE

ii
FORWARD-LOOKING AND CAUTIONARY STATEMENTS

iii
THE COMPANY

1
RISK FACTORS

1
USE OF PROCEEDS

1
RATIOS OF EARNINGS TO FIXED CHARGES

2
DESCRIPTION OF DEBT SECURITIES

2
DESCRIPTION OF DEBT WARRANTS

15
DESCRIPTION OF GUARANTEES OF DEBT SECURITIES

17
PLAN OF DISTRIBUTION

18
LEGAL MATTERS

18
EXPERTS

18

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Prospectus Supplement
You should rely only on the information contained or incorporated by reference in this prospectus
supplement, any related free writing prospectus and the attached prospectus. We have not, and the
underwriters have not, authorized anyone to provide you with different information. If anyone provides
you with different or inconsistent information, you should not rely on it. If the information varies between
this prospectus supplement and the attached prospectus, the information in this prospectus supplement
supersedes the information in the attached prospectus. We are not making an offer of these securities in any
jurisdiction where the offer or sale is not permitted. Neither the delivery of this prospectus supplement, any
related free writing prospectus or the attached prospectus, nor any sale made hereunder and thereunder,
shall under any circumstances create any implication that there has been no change in our affairs since the
date of this prospectus supplement, any related free writing prospectus or the attached prospectus,
regardless of the time of delivery of such document or any sale of the securities offered hereby or thereby,
or that the information contained or incorporated by reference herein or therein is correct as of any time
subsequent to the date of such information.

S-i
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Table of Contents
The distribution of this prospectus supplement and the attached prospectus and the offering or sale of the notes in
some jurisdictions may be restricted by law. The notes are offered globally for sale in those jurisdictions in the
United States, Europe, Asia and elsewhere where it is lawful to make such offers. Persons into whose possession
this prospectus supplement and the attached prospectus come are required by us and the underwriters to inform
themselves about, and to observe, any applicable restrictions. This prospectus supplement and the attached
prospectus may not be used for or in connection with an offer or solicitation by any person in any jurisdiction in
which that offer or solicitation is not authorized or to any person to whom it is unlawful to make that offer or
solicitation. See "Offering Restrictions" in this prospectus supplement.
This prospectus supplement and the attached prospectus have been prepared on the basis that any offer of notes in
any Member State of the European Economic Area that has implemented the Prospectus Directive (2003/71/
EC) (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as
implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of notes.
Accordingly, any person making or intending to make an offer of notes within the European Economic Area may
only do so in circumstances in which no obligation arises for us or any of the underwriters to publish a prospectus
pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither we nor the underwriters have
authorized, nor do we nor they authorize, the making of any offer of notes in circumstances in which an obligation
arises for us or the underwriters to publish a prospectus for such offer.
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement contains the terms of this offering of notes. This prospectus supplement, or the
information incorporated by reference, may add, update or change information in the attached prospectus. If
information in this prospectus supplement, or the information incorporated by reference in this prospectus
supplement, is inconsistent with the attached prospectus, this prospectus supplement, or the information
incorporated by reference in this prospectus supplement, will apply and will supersede that information in the
attached prospectus.
It is important for you to read and consider all information contained in this prospectus supplement, the attached
prospectus and any related free writing prospectus in making your investment decision. You should also read and
consider the information in the documents we have referred you to under "Incorporation of Certain Documents by
Reference" in this prospectus supplement and under "Where You Can Find More Information" in the attached
prospectus.
Trademarks and servicemarks in this prospectus supplement and the attached prospectus appear in bold italic type
and are the property of or licensed by our subsidiaries.
References in this prospectus to "Altria," the "company," "we," "us" and "our" refer to Altria Group, Inc. and its
subsidiaries, unless otherwise specified or unless otherwise required. References to "PM USA" refer to Philip
Morris USA Inc., a wholly-owned subsidiary of Altria.
References in this prospectus supplement to "$," "dollars" and "U.S. dollars" are to United States dollars, and all
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financial data included or incorporated by reference in this prospectus supplement have been presented in
accordance with accounting principles generally accepted in the United States of America.

S-1
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FORWARD-LOOKING AND CAUTIONARY STATEMENTS
Some of the information included or incorporated by reference in this prospectus supplement and the attached
prospectus contains forward-looking statements. You can identify these forward-looking statements by the use of
words such as "strategy," "expects," "continues," "plans," "anticipates," "believes," "will," "estimates," "intends,"
"projects," "goals," "targets" and other words of similar meaning. You can also identify them by the fact that they
do not relate strictly to historical or current facts.
We cannot guarantee that any forward-looking statement will be realized, although we believe we have been
prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and
inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying
assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected.
You should bear this in mind as you consider forward-looking statements and whether to invest in the notes. In
connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we have
identified important factors in this prospectus supplement and in the documents incorporated by reference that,
individually or in the aggregate, could cause actual results and outcomes to differ materially from those contained
in any forward-looking statements made by us; any such statement is qualified by reference to these cautionary
statements. We elaborate on these and other risks we face in the documents incorporated by reference. You should
understand that it is not possible to predict or identify all risk factors. Consequently, you should not consider the
risks discussed in the prospectus supplement and the documents incorporated by reference to be a complete
discussion of all potential risks or uncertainties. We do not undertake to update any forward-looking statement that
we may make from time to time except in the normal course of our public disclosure obligations.

S-2
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SUMMARY
The Company
We are a Virginia holding company incorporated in 1985. Our wholly-owned subsidiaries include Philip Morris
USA Inc., or PM USA, which is engaged in the manufacture and sale of cigarettes and other tobacco products in
the United States, and John Middleton Co., or Middleton, which is engaged in the manufacture and sale of
machine-made large cigars and pipe tobacco. The brand portfolio of our tobacco operating companies includes
such well-known names as Marlboro, Parliament, Virginia Slims, Basic (each in the United States and its
possessions and territories) and Black & Mild. Philip Morris Capital Corporation, another wholly-owned
subsidiary, maintains a portfolio of leveraged and direct finance leases. In addition, we held a 28.5% economic
and voting interest in SABMiller plc at September 30, 2008.
Our principal executive offices are located at 6601 West Broad Street, Richmond, Virginia 23230, our telephone
number is (804) 274-2200 and our website is www.altria.com. The information contained in, or that can be
accessed through, our website is not a part of this prospectus supplement.
Recent Developments
Proposed Acquisition of UST Inc.
On September 7, 2008, we entered into a definitive agreement with UST Inc., or UST, for us to acquire all of the
outstanding shares of common stock of UST. We refer to this transaction in this prospectus supplement as our
proposed acquisition of UST. Under the terms of the agreement and plan of merger with UST, our indirect wholly-
owned merger subsidiary will be merged with and into UST, with UST surviving as our indirect wholly-owned
subsidiary.
In connection with the merger, each outstanding share of UST's common stock, other than those held by Altria,
UST or our merger subsidiary, and other than those shares with respect to which appraisal rights are properly
exercised and not withdrawn, will be converted into the right to receive $69.50 in cash, or the per share merger
consideration, without interest. Each option to purchase UST's common stock that is outstanding and unexercised
immediately prior to the effective time of the merger will be cancelled in exchange for the right to receive the
difference between the exercise price for such option and the per share merger consideration, less applicable taxes
required to be withheld. The transaction is valued at approximately $11.7 billion, which includes the assumption
of approximately $1.3 billion of UST's outstanding indebtedness. The completion of the merger is subject to
approval by UST's stockholders and certain customary closing conditions.
On October 2, 2008, we, our merger subsidiary and UST entered into an amendment to the merger agreement.
The amendment permits us, at our sole discretion, to delay the closing of the merger to a date no later than
January 7, 2009, even if all closing conditions are satisfied or waived prior to such date. While we currently have
committed financing to complete our proposed acquisition of UST, our lenders have advised us that it would be
preferable to close the transaction in 2009. In the event that we delay the closing under such circumstances, then
we have agreed to increase the termination fee that we may be obligated to pay UST from $200 million to $300
million. The amendment did not, however, change the circumstances under which the termination fee we may be
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obligated to pay UST is payable.
We intend to use (1) the proceeds from this offering and (2) borrowings under a new committed 364-day bridge
loan facility to fund the consideration to be paid in connection with our proposed acquisition of UST. Although
the completion of our proposed acquisition of UST is subject to certain conditions, this offering is not conditioned
upon the completion of our proposed acquisition of UST. For more information, see "Use of Proceeds" and "--
Proposed Acquisition of UST Inc."

S-3
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New 364-Day Bridge Loan Facility
On September 7, 2008, in connection with our proposed acquisition of UST, we entered into a commitment letter
pursuant to which JPMorgan Chase Bank, N.A., Goldman Sachs Credit Partners L.P. and Goldman Sachs Bank
USA, or the initial lenders, have committed to provide a portion of the financing for the transactions
contemplated by the merger agreement. The commitment letter provides that the initial lenders will provide up to
$7.0 billion under a senior 364-day bridge loan facility, or the new 364-day bridge loan facility. The commitment
is subject to various conditions, including no material adverse change having occurred in our financial condition
or operations; no Company Material Adverse Effect (as defined in the merger agreement) having occurred that
would permit us not to complete our proposed acquisition of UST; the negotiation and execution of definitive
documentation with respect to the new 364-day bridge loan facility satisfactory to the initial lenders; and other
closing conditions. The commitment letter for our new 364-day bridge loan facility requires that commitments
under such facility be reduced by an amount equal to 100% of the net proceeds from any specified capital markets
financing transaction (such as this offering) in excess of $4.0 billion. We expect to enter into a definitive
agreement for the new 364-day bridge loan facility prior to the completion of our proposed acquisition of UST.
Existing 364-Day Bridge Loan Agreement
On January 28, 2008, we entered into a 364-day bridge loan agreement, or the existing 364-day bridge loan
agreement, that provides for borrowings up to an aggregate principal amount of $4.0 billion and expires on
January 26, 2009. Borrowings under our existing 364-day bridge loan agreement may be used for general
corporate purposes, including the financing of a portion of the consideration to be paid in connection with our
proposed acquisition of UST, if necessary. Our lenders have agreed to an amendment to our existing 364-day
bridge loan agreement to extend the agreement at our option for up to two three-month periods (until July 26,
2009). Our existing 364-day bridge loan agreement requires that commitments under such agreement be reduced
by an amount equal to 100% of the net proceeds from any specified capital markets financing transaction (such as
this offering) up to the full $4.0 billion of such commitments.
PMI Spin-Off
On March 28, 2008, we distributed all of our interest in Philip Morris International Inc., or PMI, to our
stockholders of record as of the close of business on March 19, 2008, in a tax-free distribution. We distributed
one share of PMI common stock for every share of our common stock outstanding as of March 19, 2008.
Following the spin-off, we do not own any shares of PMI stock.

S-4
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Document Outline

sec.gov
- #1">Prospectus Supplement