Bond Altria Corporation 4.5% ( US02209SAQ66 ) in USD

Altria Corporation

83.402 % ▲

United States

US02209SAQ66 ( in USD )

4.5% per year ( payment 2 times a year)

01/05/2043

Prospectus brochure of the bond Altria Group US02209SAQ66 en USD 4.5%, maturity 01/05/2043

02209SAQ6

BBB ( Lower medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

02/11/2025 ( In 175 days )

Altria Group is a leading tobacco company in the United States, holding a dominant market share in cigarettes through brands like Marlboro, and also investing in alternative products like e-cigarettes and cannabis.

Altria Group (US02209SAQ66, CUSIP: 02209SAQ6) issued a USD-denominated bond with a 4.5% coupon, paying semi-annually, maturing on 01/05/2043, currently trading at 84.812%, and rated BBB by S&P and A3 by Moody's.

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/764180/000119312513191210/...
424B2 1 d527092d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-177580
CALCULATION OF REGISTRATION FEE

Maximum
Maximum
Amount of
Title of Each Class of Securities
Amount to be
Offering Price
Aggregate
Registration
to be Registered

Registered

Per Unit

Offering Price

Fee (1) (2)
2.950% Notes due May 2, 2023

$350,000,000

99.845%

$349,457,500

$47,666.00
4.500% Notes due May 2, 2043

$650,000,000

99.397%

$646,080,500

$88,125.38

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. The total registration fee due for this offering is $135,791.38.
(2)
Paid herewith.
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Prospectus Supplement to Prospectus dated October 28, 2011

Altria Group, Inc.
$350,000,000 2.950% Notes due 2023
$650,000,000 4.500% Notes due 2043
Guaranteed by
Philip Morris USA Inc.
The notes due 2023 will mature on May 2, 2023 and the notes due 2043 will mature on May 2, 2043. Interest on the notes due 2023 is payable semiannually on
May 2 and November 2 of each year, beginning November 2, 2013. Interest on the notes due 2043 is payable semiannually on May 2 and November 2 of each year,
beginning November 2, 2013. We may not redeem the notes of either series 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 the 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.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-7 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 Note

Total

Per Note

Total

Per Note

Total

2.950% Notes due 2023

99.845% $349,457,500 0.650% $2,275,000 99.195% $347,182,500
4.500% Notes due 2043

99.397% $646,080,500 0.875% $5,687,500 98.522% $640,393,000

Combined Total

$995,538,000

$7,962,500

$987,575,500

The initial public offering prices set forth above do not include accrued interest. Interest on the notes of each series will accrue from May 2, 2013.
The underwriters expect to deliver the notes of each series through the facilities of The Depository Trust Company, including its participants Clearstream Banking,
société anonyme, or Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, New York on or about May 2, 2013.
Joint Book-Running Managers

Barclays

Credit Suisse

HSBC

Wells Fargo Securities
Co-Managers

Citigroup

Deutsche Bank Securities

Goldman, Sachs & Co.

J.P. Morgan
Morgan Stanley

Ramirez & Co., Inc.

RBS

Santander

Scotiabank
The Williams Capital Group, L.P.

US Bancorp
Prospectus Supplement dated April 29, 2013
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TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT
PROSPECTUS

ABOUT THIS PROSPECTUS SUPPLEMENT

S-1
ABOUT THIS PROSPECTUS

i

FORWARD-LOOKING AND CAUTIONARY STATEMENTS

S-2
WHERE YOU CAN FIND MORE INFORMATION

i

SUMMARY

S-3
DOCUMENTS INCORPORATED BY REFERENCE

i

RISK FACTORS

S-7
FORWARD-LOOKING AND CAUTIONARY STATEMENTS

ii
USE OF PROCEEDS

S-9
THE COMPANY

1
RATIOS OF EARNINGS TO FIXED CHARGES

S-10
RISK FACTORS

1
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
S-11
USE OF PROCEEDS

1
DESCRIPTION OF NOTES

S-12
RATIOS OF EARNINGS TO FIXED CHARGES

2
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

S-22
DESCRIPTION OF DEBT SECURITIES

2
UNDERWRITING

S-27
DESCRIPTION OF DEBT WARRANTS

14
OFFERING RESTRICTIONS

S-29
DESCRIPTION OF GUARANTEES OF DEBT SECURITIES

15
DOCUMENTS INCORPORATED BY REFERENCE

S-31
PLAN OF DISTRIBUTION

17
LEGAL MATTERS

S-31
LEGAL MATTERS

17
EXPERTS

S-31
EXPERTS

17

We have not, and the underwriters have not, authorized anyone to provide you with any information other than that contained or incorporated by
reference in this prospectus supplement, any related free writing prospectus and the attached prospectus. We take no responsibility for, and can provide no
assurance as to the reliability of, any other information that others may give you. 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 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.
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.

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Notice to Prospective Investors in the European Economic Area
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 (the "EEA") 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 produce a prospectus for offers of notes. Accordingly, any
person making or intending to make any offer in that Relevant Member State of notes which are the subject of the offering contemplated by this prospectus supplement
and the attached prospectus may only do so in circumstances in which no obligation arises for us or any of the underwriters to produce 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 or 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.
Notice to Prospective Investors in the United Kingdom
This prospectus supplement and attached prospectus are only being distributed to, and are only directed at, persons in the United Kingdom that are qualified
investors within the meaning of Article 2(1)(e) of the Prospectus Directive and that are also (1) investment professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (2) high net worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a "Relevant Person"). This prospectus supplement and attached
prospectus and their contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other
persons in the United Kingdom. Any person in the United Kingdom that is not a Relevant Person should not act or rely on this prospectus supplement and/or attached
prospectus or any of their contents.
This prospectus supplement and attached prospectus have not been approved for the purposes of section 21 of the UK Financial Services and Markets Act
2000 ("FSMA") by a person authorized under FSMA. This prospectus supplement and the attached prospectus are being distributed and communicated to persons in the
United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
The notes are not being offered or sold to any person in the United Kingdom except in circumstances which will not result in an offer of securities to the
public in the United Kingdom within the meaning of Part VI of FSMA.

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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 "Documents
Incorporated 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 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.

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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," "forecasts," "intends," "projects," "goals," "objectives," "guidance," "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 assumptions that may prove to be inaccurate. 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 this prospectus supplement and 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 as required by applicable law.

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SUMMARY
The Company
We are a Virginia holding company incorporated in 1985. Our direct and indirect wholly-owned subsidiaries include Philip Morris USA Inc., or PM USA,
UST LLC, or UST, John Middleton Co., or Middleton, Nu Mark LLC or Nu Mark, and Philip Morris Capital Corporation, or PMCC. PM USA, which is engaged
in the manufacture and sale of cigarettes and certain smokeless products, is the largest cigarette company in the United States. Marlboro, the principal cigarette
brand of PM USA, is the largest selling cigarette brand in the United States. PM USA also markets Marlboro Snus, a spit-less smokeless tobacco product. U.S.
Smokeless Tobacco Company LLC, or USSTC, a wholly-owned subsidiary of UST, is the leading producer and marketer of moist smokeless tobacco products,
including the premium brands, Copenhagen and Skoal, and the value brands, Red Seal and Husky. Middleton, a wholly-owned subsidiary of PM USA, is a
manufacturer of machine-made large cigars and pipe tobacco. Black & Mild is the principal cigar brand of Middleton. Ste. Michelle Wine Estates Ltd., or Ste.
Michelle, a wholly-owned subsidiary of UST, is a leading producer of Washington state wines, primarily Chateau Ste. Michelle and Columbia Crest, and owns
wineries in or distributes wines from several other wine regions and foreign countries. Nu Mark is engaged in the manufacture and sale of innovative tobacco
products for adult tobacco consumers. PMCC maintains a portfolio of leveraged and direct finance leases. In addition, we held approximately 26.8% of the
economic and voting interest of SABMiller plc at March 31, 2013.
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 and shall not be deemed to be a part of this prospectus
supplement.

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The Offering
The following summary contains basic information about the notes and is not intended to be complete. It does not contain all the information that is
important to you. For a more detailed description of the notes and the subsidiary guarantee, please refer to the section entitled "Description of Notes" in this
prospectus supplement and the sections entitled "Description of Debt Securities" and "Description of Guarantees of Debt Securities" in the attached
prospectus.

Issuer
Altria Group, Inc.

Securities Offered
$350,000,000 principal amount of 2.950% notes due 2023, maturing May 2, 2023.

$650,000,000 principal amount of 4.500% notes due 2043, maturing May 2, 2043.

Interest Rates
The notes due 2023 will bear interest from May 2, 2013 at the rate of 2.950% per annum.

The notes due 2043 will bear interest from May 2, 2013 at the rate of 4.500% per annum.

Interest Payment Dates
For the notes due 2023, May 2 and November 2 of each year, beginning on November 2, 2013.

For the notes due 2043, May 2 and November 2 of each year, beginning on November 2, 2013.

Ranking
The notes will be our senior unsecured obligations. Accordingly, they will rank:

· equal in right of payment to all of our existing and future senior unsecured indebtedness;

· effectively subordinate to all of our future secured indebtedness, if any, to the extent of the

value of the assets securing that indebtedness;

· effectively subordinate to all existing and future indebtedness and other liabilities of our

non-guarantor subsidiaries, if any (other than indebtedness and liabilities owed to us); and

· senior in right of payment to all of our future subordinated indebtedness, if any.

Subsidiary Guarantee
The notes will be guaranteed on a senior unsecured basis by our wholly-owned subsidiary, PM USA.
The guarantee will rank:

· equal in right of payment to all of PM USA's existing and future senior unsecured

indebtedness and guarantees;

· effectively subordinate to all of PM USA's future secured indebtedness, if any, to the extent

of the value of the assets securing such indebtedness; and

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· senior in right of payment to all of PM USA's future subordinated indebtedness, if any.

Under certain circumstances, PM USA's guarantee of the notes will be released. See "Risk Factors

--Risks Related to the Offering--Under certain circumstances, PM USA's guarantee of the notes will
be released."

Repurchase at the Option of Holders Upon Change of
If a change of control triggering event (as defined in "Description of Notes--Repurchase Upon
Control Triggering Event
Change of Control Triggering Event") occurs, we will be required to make an offer to purchase the
notes at a purchase price of 101% of the aggregate principal amount of the notes, plus accrued and
unpaid interest, if any, to the date of repurchase. See "Description of Notes--Repurchase Upon
Change of Control Triggering Event."

Optional Tax Redemption
We may redeem all, but not part, of the notes of each series upon the occurrence of specified tax
events described under "Description of Notes--Redemption for Tax Reasons."

Covenants
We will issue the notes under an indenture containing covenants that restrict our ability, with
significant exceptions, to:

· incur debt secured by liens; and

· engage in sale and leaseback transactions.

Use of Proceeds
We will receive net proceeds (before expenses) from this offering of approximately $987,575,500.
We intend to use the net proceeds from the issuance of the notes for general corporate purposes.

If we do not use the net proceeds immediately, we will temporarily invest them in short-term,
interest-bearing investments.

No Listing
We do not intend to list the notes on any securities exchange or to include them in any automated
quotation system. The notes will be new securities for which there is currently no public market. See
"Risk Factors--Risks Related to the Offering--There is no public market for the notes, which could
limit their market price or your ability to sell them."

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Clearance and Settlement
The notes will be cleared through The Depository Trust Company, or DTC, including its participants
Clearstream Banking, société anonyme, or Clearstream, and Euroclear Bank S.A./N.V., as operator
of the Euroclear System, or Euroclear.

Governing Law
State of New York.

Risk Factors
Investing in the notes involves risks. See "Risk Factors" beginning on page S-7 for a discussion of
the factors you should consider carefully before deciding to invest in the notes.

Trustee
Deutsche Bank Trust Company Americas.

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