Bond Altria Corporation 3.4% ( US02209SBJ15 ) in USD

Altria Corporation

100 % ▲

United States

US02209SBJ15 ( in USD )

3.4% per year ( payment 2 times a year)

06/05/2030

Prospectus brochure of the bond Altria Group US02209SBJ15 en USD 3.4%, maturity 06/05/2030

1 000 USD

750 000 000 USD

02209SBJ1

BBB ( Lower medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

06/11/2025 ( In 179 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.

The Bond issued by Altria Corporation ( United States ) , in USD, with the ISIN code US02209SBJ15, pays a coupon of 3.4% per year.
The coupons are paid 2 times per year and the Bond maturity is 06/05/2030

The Bond issued by Altria Corporation ( United States ) , in USD, with the ISIN code US02209SBJ15, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Altria Corporation ( United States ) , in USD, with the ISIN code US02209SBJ15, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

FINAL PROSPECTUS SUPPLEMENT
424B2 1 d884630d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-221133
CALCULATION OF REGISTRATION FEE

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

Registered

Per Unit

Offering Price
Registration Fee (1)(2)
2.350% Notes due May 6, 2025

$750,000,000

99.958%

$749,685,000

$97,309.12
3.400% Notes due May 6, 2030

$750,000,000

99.689%

$747,667,500

$97,047.25
4.450% Notes due May 6, 2050

$500,000,000

99.198%

$495,990,000

$64,379.51

(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
$258,735.88.
(2)
Paid herewith.
Table of Contents
Prospectus Supplement to Prospectus dated October 26, 2017

Altria Group, Inc.
$750,000,000 2.350% Notes due 2025
$750,000,000 3.400% Notes due 2030
$500,000,000 4.450% Notes due 2050
Guaranteed by
Philip Morris USA Inc.
The notes due 2025 (the "2025 notes") will mature on May 6, 2025, the notes due 2030 (the "2030 notes") will mature on May 6, 2030 and the notes
due 2050 (the "2050 notes" and, together with the 2025 notes and the 2030 notes, the "notes") will mature on May 6, 2050. Interest on the 2025 notes is
payable semiannually on May 6 and November 6 of each year, beginning November 6, 2020. Interest on the 2030 notes is payable semiannually on May 6
and November 6 of each year, beginning November 6, 2020. Interest on the 2050 notes is payable semiannually on May 6 and November 6 of each year,
beginning November 6, 2020. We may, at our option, redeem the notes of each series, in whole or in part, at the redemption prices, plus accrued and
unpaid interest, described under "Description of Notes--Optional Redemption." We may also redeem the notes of each series prior to maturity if 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 aggregate
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 in excess thereof.
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 Note

Total

Per Note

Total

Per Note

Total

2.350% Notes due 2025

99.958% $ 749,685,000 0.600% $ 4,500,000 99.358% $ 745,185,000
3.400% Notes due 2030

99.689% $ 747,667,500 0.650% $ 4,875,000 99.039% $ 742,792,500
4.450% Notes due 2050

99.198% $ 495,990,000 0.875% $ 4,375,000 98.323% $ 491,615,000

Combined Total

$1,993,342,500

$13,750,000

$1,979,592,500

https://www.sec.gov/Archives/edgar/data/764180/000119312520133822/d884630d424b2.htm[5/6/2020 8:25:09 AM]

FINAL PROSPECTUS SUPPLEMENT

The public offering prices set forth above do not include accrued interest. Interest on the notes of each series will accrue from May 6, 2020.
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 SA/NV, as operator of the Euroclear System, against payment in New York, New York on or
about May 6, 2020.
Joint Book-Running Managers

Barclays

Citigroup

Goldman Sachs & Co. LLC
Morgan Stanley

Scotiabank
Senior Co-Managers

Credit Suisse

Deutsche Bank Securities

J.P. Morgan
Mizuho Securities
Santander
US Bancorp

Wells Fargo Securities
Co-Managers

Banca IMI
Loop Capital Markets

Siebert Williams Shank
Prospectus Supplement dated May 4, 2020
Table of Contents
TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT
PROSPECTUS

Page

Page
ABOUT THIS PROSPECTUS SUPPLEMENT

S-1
ABOUT THIS PROSPECTUS

ii
FORWARD-LOOKING AND CAUTIONARY
WHERE YOU CAN FIND MORE INFORMATION

ii
STATEMENTS

S-2
DOCUMENTS INCORPORATED BY REFERENCE

ii
SUMMARY

S-3
FORWARD-LOOKING AND CAUTIONARY STATEMENTS

iii
RISK FACTORS

S-8
THE COMPANY

1
USE OF PROCEEDS

S-10
RISK FACTORS

1
SUMMARY OF SELECTED HISTORICAL
USE OF PROCEEDS

2
CONSOLIDATED FINANCIAL DATA

S-11
RATIO OF EARNINGS TO FIXED CHARGES

2
DESCRIPTION OF NOTES

S-12
DESCRIPTION OF DEBT SECURITIES

2
CERTAIN U.S. FEDERAL INCOME TAX
DESCRIPTION OF DEBT WARRANTS

15
CONSIDERATIONS

S-24
DESCRIPTION OF GUARANTEES OF DEBT SECURITIES

16
UNDERWRITING (CONFLICTS OF INTEREST)

S-29
PLAN OF DISTRIBUTION

17
OFFERING RESTRICTIONS

S-32
LEGAL MATTERS

17
DOCUMENTS INCORPORATED BY REFERENCE

S-35
EXPERTS

17
LEGAL MATTERS

S-35
EXPERTS

S-36

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. 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.
https://www.sec.gov/Archives/edgar/data/764180/000119312520133822/d884630d424b2.htm[5/6/2020 8:25:09 AM]

FINAL PROSPECTUS SUPPLEMENT
Notice to Prospective Investors in the European Economic Area and the United Kingdom
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA") or in the United

S-i
Table of Contents
Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1)
of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU)
2017/1129 (as amended, the "Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in the EEA or in the UK has
been, or will be, prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA or in the UK may
be unlawful under the PRIIPs Regulation. This prospectus supplement and the attached prospectus have been prepared on the basis that any offer of notes
in any member state of the EEA or in the UK will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a
prospectus for offers of notes. Neither this prospectus supplement nor the attached prospectus is a prospectus for the purposes of the Prospectus Regulation.
Additional 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 as defined in the Prospectus Regulation and that are also (1) investment professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, 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 (as amended, "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.
Notice to Prospective Investors in Canada
The notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National
Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument
31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must be made in accordance with an
exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus
supplement or the accompanying prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or
damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser
should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a
legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the
disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

S-ii
Table of Contents
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.
https://www.sec.gov/Archives/edgar/data/764180/000119312520133822/d884630d424b2.htm[5/6/2020 8:25:09 AM]

FINAL PROSPECTUS SUPPLEMENT
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 italic type and are the property of Altria or our
subsidiaries or are used with permission.
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 the currency of the United States of America. 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.

S-1
Table of Contents
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 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, estimates 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 estimates or 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 or remain invested
in the notes. In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we are identifying 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, or implied by, 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 in the documents incorporated by reference,
including our Quarterly Report on Form 10-Q, which discusses certain risks we face related to the COVID-19 pandemic. The impact of the COVID-19
pandemic depends on factors beyond our knowledge or control, including the duration and severity of the outbreak and actions taken to contain its spread
and mitigate the public health effects. The impact of the COVID-19 pandemic may heighten the potential risks to our and our investees' businesses,
consolidated results of operations, cash flows or financial position described in the risk factors contained in our Annual Report on Form 10-K for the year
ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. You should understand that it is not possible to
predict or identify all risk factors. Consequently, you should not consider risks discussed in this prospectus supplement and in 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.

S-2
Table of Contents
SUMMARY
The Company
We are a holding company incorporated in the Commonwealth of Virginia in 1985. Our wholly-owned subsidiaries include PM USA, which is
engaged in the manufacture and sale of cigarettes in the United States; John Middleton Co., which is engaged in the manufacture and sale of machine-
made large cigars and pipe tobacco and is a wholly-owned subsidiary of PM USA; Sherman Group Holdings, LLC and its subsidiaries, which are
engaged in the manufacture and sale of super premium cigarettes and the sale of premium cigars; UST LLC, which through its wholly-owned
subsidiaries, including U.S. Smokeless Tobacco Company LLC and Ste. Michelle Wine Estates Ltd., or Ste. Michelle, is engaged in the manufacture
and sale of moist smokeless tobacco and snus products and wine; and Philip Morris Capital Corporation, which maintains a portfolio of finance assets,
substantially all of which are leveraged leases. We also own an 80% interest in Helix Innovations LLC, which is engaged in the manufacture and sale
of oral nicotine pouches. Our other wholly-owned subsidiaries include Altria Group Distribution Company, which provides sales and distribution
services to certain of our operating subsidiaries, and Altria Client Services LLC, which provides various support services in areas such as legal,
regulatory, consumer engagement, finance, human resources and external affairs to us and our subsidiaries.
https://www.sec.gov/Archives/edgar/data/764180/000119312520133822/d884630d424b2.htm[5/6/2020 8:25:09 AM]

FINAL PROSPECTUS SUPPLEMENT
Our access to the operating cash flows of our wholly-owned subsidiaries consists of cash received from the payment of dividends and
distributions, and the payment of interest on intercompany loans by our subsidiaries. At March 31, 2020, our significant wholly-owned subsidiaries
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 equity
interests. In addition, we had a 10.1% ownership in Anheuser-Busch InBev SA/NV, a 35% economic interest in JUUL Labs, Inc., and a 45%
ownership interest in Cronos Group Inc., in each case, at March 31, 2020.
The brand portfolios of our tobacco operating companies include Marlboro®, Black & Mild®, Copenhagen®, Skoal® and

on!®. Ste. Michelle
produces and markets premium wines sold under various labels, including Chateau Ste. Michelle®, 14 Hands® and Stag's Leap Wine CellarsTM, and it
imports and markets Antinori®, Champagne Nicolas FeuillatteTM and Villa Maria EstateTM products in the United States. Trademarks and service
marks related to Altria referenced in this document are the property of Altria or its subsidiaries or are used with permission.
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.

S-3
Table of Contents
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
$750,000,000 aggregate principal amount of 2.350% notes due 2025, maturing May 6, 2025.

$750,000,000 aggregate principal amount of 3.400% notes due 2030, maturing May 6, 2030.

$500,000,000 aggregate principal amount of 4.450% notes due 2050, maturing May 6, 2050.

Interest Rate
The notes due 2025 will bear interest from May 6, 2020 at the rate of 2.350% per annum.

The notes due 2030 will bear interest from May 6, 2020 at the rate of 3.400% per annum.

The notes due 2050 will bear interest from May 6, 2020 at the rate of 4.450% per annum.

Interest Payment Dates
For the notes due 2025, May 6 and November 6 of each year, beginning November 6, 2020.

For the notes due 2030, May 6 and November 6 of each year, beginning November 6, 2020.

For the notes due 2050, May 6 and November 6 of each year, beginning November 6, 2020.

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.

https://www.sec.gov/Archives/edgar/data/764180/000119312520133822/d884630d424b2.htm[5/6/2020 8:25:09 AM]

FINAL PROSPECTUS SUPPLEMENT
S-4
Table of Contents
Subsidiary Guarantee
The notes will be guaranteed on a senior unsecured basis by 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

· 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."

Optional Redemption
Prior to April 6, 2025 (the date that is one month prior to the scheduled maturity date for the
notes due 2025), we may, at our option, redeem the notes due 2025, in whole at any time or
in part from time to time, at a redemption price equal to the greater of 100% of the principal
amount of the notes due 2025 to be redeemed or a "make-whole" amount, plus in either case,
accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.

On or after April 6, 2025 (the date that is one month prior to the scheduled maturity date for
the notes due 2025), we may, at our option, redeem the notes due 2025, in whole at any time

or in part from time to time at a redemption price equal to 100% of the principal amount of
the notes due 2025 to be redeemed plus accrued and unpaid interest, if any, thereon to, but
excluding, the redemption date.

Prior to February 6, 2030 (the date that is three months prior to the scheduled maturity date
for the notes due 2030), we may, at our option, redeem the notes due 2030, in whole at any
time or in part from time to time, at a redemption price equal to the greater of 100% of the

principal amount of the notes due 2030 to be redeemed or a "make-whole" amount, plus in
either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption
date.

On or after February 6, 2030 (the date that is three months prior to the scheduled maturity
date for the notes due 2030), we may, at our option, redeem the notes due 2030, in whole at

any time or in part from time to time at a redemption price equal to 100% of the principal
amount of the notes due 2030 to be redeemed plus accrued and unpaid interest, if any,
thereon to, but excluding, the redemption date.

Prior to November 6, 2049 (the date that is six months prior to the scheduled maturity date

for the notes due 2050), we may, at our option, redeem the notes due 2050, in whole at any
time or in part from time to time, at a redemption price equal to the greater of 100%

S-5
Table of Contents
of the principal amount of the notes due 2050 to be redeemed or a "make-whole" amount,

plus in either case, accrued and unpaid interest, if any, thereon to, but excluding, the
redemption date.

On or after November 6, 2049 (the date that is six months prior to the scheduled maturity
https://www.sec.gov/Archives/edgar/data/764180/000119312520133822/d884630d424b2.htm[5/6/2020 8:25:09 AM]

FINAL PROSPECTUS SUPPLEMENT
date for the notes due 2050), we may, at our option, redeem the notes due 2050, in whole at

any time or in part from time to time at a redemption price equal to 100% of the principal
amount of the notes due 2050 to be redeemed plus accrued and unpaid interest, if any,
thereon to, but excluding, the redemption date.

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."

Repurchase at the Option of Holders upon Change ofIf a change of control triggering event (as defined in "Description of Notes--Repurchase
Control Triggering Event
Upon 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."

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 (after underwriting discount and before offering expenses)
from this offering of approximately $1,979,592,500. We intend to use the net proceeds (after
expenses) from this offering for general corporate purposes, which may include the
repayment of amounts outstanding under our senior unsecured 5-year revolving credit
agreement, dated August 1, 2018 (as amended, our "Revolving Credit Agreement").

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."

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
SA/NV, as operator of the Euroclear System, or Euroclear.

S-6
Table of Contents
Governing Law
State of New York.

Risk Factors
Investing in the notes involves risks. See "Risk Factors" beginning on page S-8 for a
discussion of the factors you should consider carefully before deciding to invest in the notes.

Conflicts of Interest
We intend to use the net proceeds from the sale of the notes in this offering for general
corporate purposes, as set forth in "Use of Proceeds." To the extent we use all or a portion of
the net proceeds to repay borrowings under our Revolving Credit Agreement, affiliates of
certain underwriters may receive at least 5% of the net offering proceeds in connection with
any such repayment. Accordingly, this offering is made in compliance with the requirements
of FINRA Rule 5121. Because the notes offered hereby have an investment grade rating, the
appointment of a qualified independent underwriter will not be necessary.

Trustee
Deutsche Bank Trust Company Americas.

S-7
https://www.sec.gov/Archives/edgar/data/764180/000119312520133822/d884630d424b2.htm[5/6/2020 8:25:09 AM]

FINAL PROSPECTUS SUPPLEMENT
Table of Contents
RISK FACTORS
An investment in the notes involves risks, including risks inherent in our business. You should carefully consider the following factors as well as
other information contained or incorporated by reference in this prospectus supplement before deciding to invest in the notes, including the factors listed
under "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2019 and the risk factors listed under "Risk
Factors" in Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, including the potential risks to our business,
consolidated results of operations, cash flows or financial position related to the COVID-19 pandemic, which Annual Report on Form 10-K and Quarterly
Report on Form 10-Q are incorporated by reference in this prospectus supplement.
Risks Related to the Offering
Under certain circumstances, PM USA's guarantee of the notes will be released.
PM USA's guarantee of the notes will be released upon the earliest to occur of:

·
the date, if any, on which PM USA consolidates with or merges into us or any successor of us;

·
the date, if any, on which we or any successor consolidates with or merges into PM USA;

·
payment in full of the notes; and

·
the rating of our long-term senior unsecured debt by S&P of "A" or higher.
If PM USA is released from its guarantee of the notes, it will have no obligation to pay any amounts due on the notes or to provide us with funds for
the payment of our obligations. In addition, as described under "Description of Guarantees of Debt Securities--Amendment" in the attached prospectus, the
guarantee may be amended with the approval of the holders of more than 50% in aggregate principal amount of a series of notes.
In the event of the release of PM USA's guarantee, our right, as the equity holder of PM USA, to receive any assets of such subsidiary upon its
liquidation or reorganization, and therefore the right of the holders of the notes to participate in those assets, will be effectively subordinated to the claims
of PM USA's creditors, including trade creditors.
Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from
PM USA.
Under applicable provisions of federal bankruptcy law or comparable provisions of state fraudulent transfer law, PM USA's guarantee could be
voided, or claims in respect of PM USA's guarantee could be subordinated to the debts of PM USA, if, among other things, PM USA, at the time it
incurred the obligation evidenced by its guarantee:

·
received less than reasonably equivalent value or fair consideration therefor; and

·
either:

· was insolvent or rendered insolvent by reason of such occurrence;

· was engaged in a business or transaction for which the assets of PM USA constituted unreasonably small capital; or

· intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.
In addition, under such circumstances, the payment of amounts by PM USA pursuant to its guarantee could be voided and required to be returned to
PM USA, or to a fund for the benefit of PM USA, as the case may be.

S-8
Table of Contents
The measures of insolvency for purposes of the foregoing considerations will vary depending upon the law applied in any proceeding with respect to
the foregoing. Generally, however, PM USA would be considered insolvent if:

·
the sum of its debts, including contingent liabilities, was greater than the saleable value of its assets, all at a fair valuation;

·
the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts,

including contingent liabilities, as they become absolute and mature; or

·
it could not pay its debts as they become due.
To the extent PM USA's guarantee is voided as a fraudulent conveyance or held unenforceable for any other reason, the holders of the notes would
not have any claim against PM USA and would be creditors solely of us.
https://www.sec.gov/Archives/edgar/data/764180/000119312520133822/d884630d424b2.htm[5/6/2020 8:25:09 AM]

FINAL PROSPECTUS SUPPLEMENT
The notes and the guarantee will be effectively junior to secured indebtedness that we or PM USA may issue in the future.
The notes and the guarantee are unsecured. Holders of any secured debt that we or PM USA may issue in the future may foreclose on the assets
securing such debt, reducing the cash flow from the foreclosed property available for payment of unsecured debt, including the notes. Holders of our or PM
USA's secured debt also would have priority over unsecured creditors in the event of our bankruptcy, liquidation or similar proceeding. As a result, the
notes will be effectively junior to any secured debt that we may issue in the future and the guarantee will be effectively junior to any secured debt that PM
USA may issue in the future.
We may not be able to repurchase all of the notes upon a change of control triggering event.
As described under "Description of Notes--Repurchase Upon Change of Control Triggering Event," we will be required to make an offer to
purchase the notes of a series upon the occurrence of a change of control triggering event with respect to such notes. We may not have sufficient funds to
repurchase such notes in cash at that time or have the ability to arrange necessary financing on acceptable terms. In addition, the terms of our other debt
agreements or applicable law may limit our ability to repurchase such notes for cash.
There is no public market for the notes, which could limit their market price or your ability to sell them.
The notes are a new issue of securities for which there currently is no trading market. As a result, we cannot provide any assurances that a market
will develop for the notes or that you will be able to sell your notes. If any of the notes are traded after their initial issuance, they may trade at a discount
from their initial offering price. Future trading prices of the notes will depend on many factors, including prevailing interest rates, the market for similar
securities, general economic conditions and our financial condition, performance and prospects. Accordingly, you may be required to bear the financial
risk of an investment in the notes for an indefinite period of time. We do not intend to apply for listing or quotation of the notes on any securities exchange
or automated quotation system, respectively.

S-9
Table of Contents
USE OF PROCEEDS
We will receive net proceeds (after underwriting discount and before offering expenses) from this offering of approximately $1,979,592,500. We
intend to use the net proceeds (after expenses) from this offering for general corporate purposes, which may include the repayment of amounts outstanding
under our Revolving Credit Agreement.
As of May 4, 2020, $3.0 billion was outstanding under our Revolving Credit Agreement. In light of the current uncertainty in the global capital
markets, including the commercial paper markets, resulting from the COVID-19 pandemic, we elected to borrow the entire amount available under our
Revolving Credit Agreement as a precautionary measure to increase our cash position and preserve financial flexibility.
All borrowings under our Revolving Credit Agreement mature on August 1, 2023, unless extended pursuant to the terms of our Revolving Credit
Agreement. At March 31, 2020, the interest rate for our current borrowings under our Revolving Credit Agreement was 2.23%. In addition, certain of the
underwriters or their affiliates act as lenders under our Revolving Credit Agreement. To the extent we use some or all of the net proceeds of this offering to
repay outstanding borrowings under our Revolving Credit Agreement, those underwriters or their affiliates may receive a portion of those proceeds.
If we do not use the proceeds immediately, we may temporarily invest them in short-term, interest-bearing investments.

S-10
Table of Contents
SUMMARY OF SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
The following tables present our summary of selected historical financial data that have been derived from, and are qualified in their entirety by
reference to, our historical consolidated financial statements and related notes. You should read the following tables along with our historical consolidated
financial statements and related notes contained in our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Report on
Form 10-Q for the quarter ended March 31, 2020, which we have incorporated by reference in this prospectus supplement. The financial data for the
quarters ended March 31, 2020 and 2019 and for the years ended December 31, 2019 and 2018 include all adjustments, consisting of normal recurring
accruals, that we consider necessary for a fair presentation of our results of operations for those periods.

Three Months
Ended
Years Ended

March 31,

December 31,

2020
2019
2019

2018

(in millions)

Statement of Earnings Data:

https://www.sec.gov/Archives/edgar/data/764180/000119312520133822/d884630d424b2.htm[5/6/2020 8:25:09 AM]

FINAL PROSPECTUS SUPPLEMENT
Net revenues

$6,359
$5,628
$25,110
$25,364
Cost of sales

2,173
1,578
7,085
7,373
Excise taxes on products

1,313
1,239
5,314
5,737

Gross profit

2,873
2,811
12,711
12,254
Marketing, administration and research costs

537

533
2,226
2,756
Asset impairment and exit costs

--

40

159

383

Operating income

2,336
2,238
10,326
9,115
Interest and other debt expense, net

275

384
1,280

665
Net periodic benefit income, excluding service cost

(27)

(1)

(37)

(34)
Earnings from equity investments

(157)

(86)
(1,725)

(890)
Impairment of JUUL equity securities

--

--
8,600

--
Loss on Cronos-related financial instruments

137

425
1,442

--
Loss on AB InBev/SABMiller business combination

--

--

--

33

Earnings before income taxes

2,108
1,516

766
9,341
Provision for income taxes

558

395
2,064
2,374

Net earnings (losses)

1,550
1,121
(1,298)
6,967
Net (earnings) losses attributable to noncontrolling interests

2

(1)

5

(4)

Net earnings (losses) attributable to Altria

$1,552
$1,120
$ (1,293)
$ 6,963

As of December 31,

As of March 31, 2020
2019

2018

(in millions)

Balance Sheet Data:

Cash and cash equivalents

$
5,616
$ 2,117
$ 1,333
Total assets

52,618
49,271
55,459
Short-term borrowings

3,000

--
12,704
Current portion of long-term debt

--
1,000
1,144
Long-term debt

26,971
27,042
11,898
Total liabilities

45,943
42,914
40,631
Redeemable noncontrolling interest

38

38

39
Total stockholders' equity

6,637
6,319
14,789

S-11
Table of Contents
DESCRIPTION OF NOTES
The following description of the particular terms of the notes, which we refer to as the "notes," supplements the description of the general terms and
provisions of the debt securities set forth under "Description of Debt Securities" in the attached prospectus. The attached prospectus contains a detailed
summary of additional provisions of the notes and of the indenture, dated as of November 4, 2008, among Altria, PM USA and Deutsche Bank Trust
Company Americas, as trustee, under which the notes will be issued. The following description supersedes the description of the debt securities in the
attached prospectus, to the extent of any inconsistency. Terms used in this prospectus supplement that are otherwise not defined will have the meanings
given to them in the attached prospectus. In this "Description of Notes" section, references to "Altria," the "company," "we," "us" and "our" are only
to Altria Group, Inc. and not its subsidiaries.
Certain Terms of the 2.350% Notes due 2025
The notes due 2025 are a series of debt securities described in the attached prospectus, and will be senior debt securities, initially issued in the
aggregate principal amount of $750,000,000 and will mature on May 6, 2025.
The notes due 2025 will bear interest at the rate of 2.350% per annum from May 6, 2020, payable semiannually in arrears on May 6 and November 6
of each year, beginning November 6, 2020, to the persons in whose names the notes due 2025 are registered at the close of business on the preceding April
21 or October 21, each a record date, as the case may be. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.
Certain Terms of the 3.400% Notes due 2030
The notes due 2030 are a series of debt securities described in the attached prospectus, and will be senior debt securities, initially issued in the
aggregate principal amount of $750,000,000 and will mature on May 6, 2030.
The notes due 2030 will bear interest at the rate of 3.400% per annum from May 6, 2020, payable semiannually in arrears on May 6 and November 6
of each year, beginning November 6, 2020, to the persons in whose names the notes due 2030 are registered at the close of business on the preceding April
21 or October 21, each a record date, as the case may be. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.
https://www.sec.gov/Archives/edgar/data/764180/000119312520133822/d884630d424b2.htm[5/6/2020 8:25:09 AM]

Document Outline

#1">
- #1">