Obligation Altria Corporation 7% ( US02209SAA15 ) en USD

Altria Corporation

100 % ⇌

Etas-Unis

US02209SAA15 ( en USD )

7% par an ( paiement semestriel )

04/11/2013 - Obligation échue

Prospectus brochure de l'obligation Altria Group US02209SAA15 en USD 7%, échue

1 000 USD

1 000 000 000 USD

02209SAA1

NR

NR

Altria Group est une société américaine de tabac détenant des participations majoritaires dans des entreprises comme Philip Morris USA, John Middleton, et une participation importante dans JUUL Labs, ainsi que des investissements dans des entreprises de cannabis et d'autres secteurs.

L'Obligation émise par Altria Corporation ( Etas-Unis ) , en USD, avec le code ISIN US02209SAA15, paye un coupon de 7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 04/11/2013

L'Obligation émise par Altria Corporation ( Etas-Unis ) , en USD, avec le code ISIN US02209SAA15, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Altria Corporation ( Etas-Unis ) , en USD, avec le code ISIN US02209SAA15, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B2 1 d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
File No. 333-35143
Prospectus Supplement dated October 30, 2003
(to Prospectus dated October 30, 2003)

Altria Group, Inc.

$500,000,000 5 5/8% Notes due 2008

$1,000,000,000 7% Notes due 2013

Interest on the notes is payable semiannually on May 4 and November 4 of each year, beginning May 4, 2004.
The notes will be denominated in U.S. dollars and issued only in denominations of $1,000 and integral multiples
of $1,000.
The 5 5/8% notes will mature on November 4, 2008 and the 7% notes will mature on November 4, 2013. We may
not redeem any of the notes prior to maturity.

Neither the Securities and Exchange Commission nor any state securities commission 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 Altria
Offering Price
Discount
(before expenses)

Per Note
Total
Per Note
Total
Per Note
Total

5 5/8% Notes due 2008 99.493% $ 497,465,000 0.600% $3,000,000 98.893% $ 494,465,000
7% Notes due 2013

99.972% $ 999,720,000 0.650% $6,500,000 99.322% $ 993,220,000

Combined Total

$1,497,185,000

$9,500,000

$1,487,685,000

The public offering prices set forth above do not include accrued interest. Interest will accrue from November 4,
2003.

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The underwriters expect to deliver the notes to purchasers in book-entry form only through The Depository Trust
Company, on or about November 4, 2003.

Joint Book-Runners
Citigroup
JPMorgan
Lehman Brothers

Senior Co-Managers
ABN AMRO Incorporated

BNP PARIBAS
Dresdner Kleinwort Wasserstein
ING Financial Markets

SG Cowen

UBS Investment Bank

Co-Managers
Muriel Siebert & Co., Inc.

Ormes Capital Markets, Inc.

Ramirez & Co.

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Final Prospectus Supplement
Table of Contents
TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

ABOUT THIS PROSPECTUS SUPPLEMENT

S-1
SUMMARY OF THE OFFERING

S-2
FORWARD-LOOKING AND CAUTIONARY STATEMENTS

S-3
THE COMPANY

S-7
USE OF PROCEEDS

S-10
RATIO OF EARNINGS TO FIXED CHARGES

S-10
CAPITALIZATION

S-11
SUMMARY HISTORICAL FINANCIAL DATA

S-12
DESCRIPTION OF NOTES

S-14
CERTAIN UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS
S-16
UNDERWRITING

S-21

PROSPECTUS

AVAILABLE INFORMATION

2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

2
THE COMPANY

3
USE OF PROCEEDS

4
RATIO OF EARNINGS TO FIXED CHARGES

4
DESCRIPTION OF DEBT SECURITIES

4
DESCRIPTION OF DEBT WARRANTS

20
PLAN OF DISTRIBUTION

22
VALIDITY OF DEBT SECURITIES AND DEBT WARRANTS

23
EXPERTS

23

You should rely only on the information contained or incorporated by reference in this prospectus
supplement and the attached prospectus. No one has been authorized to provide you with different
information. If this prospectus supplement is inconsistent with the attached prospectus, you should rely
on this prospectus supplement. If anyone provides you with different or inconsistent information you
should not rely on it. We are not making an offer of these securities in any jurisdiction where the offer is
not permitted. Neither the delivery of this prospectus supplement 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 the affairs of Altria Group, Inc. since the date of this prospectus supplement or
the attached prospectus, 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.

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Final Prospectus Supplement
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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, is inconsistent with the
attached prospectus, this prospectus supplement, or the information incorporated by reference, 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 and the
attached prospectus in making your investment decision. You should also read and consider the information in
the documents we have referred you to in "Incorporation of Certain Documents by Reference" in the attached
prospectus, including our annual report on Form 10-K for the year ended December 31, 2002, our quarterly
reports on Form 10-Q for the quarters ended March 31, 2003 and June 30, 2003, and our Current Reports on
Form 8-K dated January 29, 2003, April 15, 2003 and October 16, 2003, which have been filed with the SEC.
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.
Altria Group, Inc. is a holding company incorporated in Virginia in 1985. Prior to January 27, 2003, the name of
Altria Group, Inc. was Philip Morris Companies Inc. Its principal subsidiaries are Philip Morris USA Inc., Philip
Morris International Inc., Philip Morris Capital Corporation and Kraft Foods Inc. In this prospectus supplement,
we use the terms "Altria," "we," "our" and "us" when we do not need to distinguish among these entities or when
any distinction is clear from the context. Otherwise, we use the terms "Philip Morris USA," "Philip Morris
International," "PMCC" and "Kraft." The term "Nabisco" refers to Nabisco Holdings Corp. and its subsidiaries,
which we acquired through Kraft in December 2000. On July 29, 2001, Nabisco Holdings Corp. and its wholly-
owned subsidiary, Nabisco, Inc., were merged with and into a subsidiary of Kraft.

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SUMMARY OF THE OFFERING
Issuer
Altria Group, Inc.
Principal Executive Offices
120 Park Avenue, New York, New York 10017; telephone number
(917) 663-4000.
Securities Offered
$500,000,000 total principal amount of 5 5/8% notes due 2008,
maturing November 4, 2008.

$1,000,000,000 total principal amount of 7% notes due 2013, maturing
November 4, 2013.
Interest Rates
The notes due 2008 will bear interest from November 4, 2003 at the
rate of 5 5/8% per annum.

The notes due 2013 will bear interest from November 4, 2003 at the rate of
7% per annum.
Interest Payment Dates
May 4 and November 4 of each year, beginning on May 4, 2004.
Ranking
The notes will be our senior unsecured obligations and will rank
equally in right of payment with all of our existing and future senior
unsecured indebtedness.
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/leaseback transactions.
Redemption
The notes are not redeemable prior to maturity.
Use of Proceeds
We intend to use the net proceeds (before expenses) of
$1,487,685,000 to refinance a portion of existing bank borrowings
under our revolving credit facility.
Clearance and Settlement
The notes will be cleared through The Depository Trust Company.
Governing Law
State of New York.

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FORWARD-LOOKING AND CAUTIONARY STATEMENTS
Some of the information included in this prospectus supplement, the attached prospectus and the documents we
have incorporated by reference contain 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. Investors should bear this in mind as they 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 are identifying important factors 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 the following cautionary statements. We elaborate on these and other risks
we face throughout the documents we have incorporated herein by reference. You should understand that it is
not possible to predict or identify all risk factors. Consequently, you should not consider the following 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.
Tobacco-Related Litigation
There is substantial litigation pending in the United States and in foreign jurisdictions arising out of the tobacco
businesses of Philip Morris USA and Philip Morris International. We anticipate that new cases will continue to be
filed. In some cases, plaintiffs claim damages, including punitive damages, ranging into the billions of dollars.
Although, to date, our tobacco subsidiaries have never had to pay a judgment in a tobacco-related case, there
are presently 12 cases on appeal in which verdicts were returned against Philip Morris USA, including a
compensatory and punitive damages verdict totaling approximately $10.1 billion in the Price case in Illinois. In
order to prevent a plaintiff from seeking to collect a judgment while the verdict is being appealed, the defendant
must post an appeal bond, frequently in the amount of the judgment or more, or negotiate an alternative
arrangement with plaintiffs. In the event of future losses at trial, we may not always be able to obtain the
required bond or to negotiate an acceptable alternative arrangement.
The present litigation environment is substantially uncertain, and it is possible that our business, volume, results
of operations, cash flows or financial position could be materially affected by an unfavorable outcome of pending
litigation, including certain of the verdicts against us that are on appeal. We intend to continue vigorously
defending all tobacco-related litigation, although we may settle particular cases if we believe it is in the best
interest of our shareholders to do so. Please see "Recent Developments" and our quarterly report on Form 10-Q
for the quarter ended June 30, 2003, which is incorporated herein by reference for a description of tobacco-
related litigation.
Anti-Tobacco Action in the Public and Private Sectors
Our tobacco subsidiaries face significant governmental action aimed at reducing the incidence of smoking and
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seeking to hold us responsible for the adverse health effects associated with both smoking and exposure to
environmental tobacco smoke. Governmental actions, combined with the diminishing social acceptance of
smoking and private actions to restrict smoking, have resulted in reduced industry volume, and we expect this
decline to continue.
Excise Taxes
Substantial excise tax increases have been and continue to be imposed on cigarettes in the United States at the
federal, state and local levels, as well as in foreign jurisdictions. The resulting price

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increases have caused, and may continue to cause, consumers to cease or reduce smoking, to shift from
premium to discount brands and to purchase cigarettes outside of legitimate channels.
Increased Competition in the Domestic Tobacco Market
Settlements of certain tobacco litigation in the United States, combined with excise tax increases, have resulted
in substantial cigarette price increases. Philip Morris USA faces increased competition from lowest priced
brands sold by certain domestic and foreign manufacturers that enjoy cost advantages because they are not
making payments under the settlements or related state escrow legislation. Additional competition has resulted
from diversion into the domestic market of cigarettes intended for sale outside the United States, the sale of
counterfeit cigarettes by third parties, the sale of cigarettes by third parties over the Internet and by other means
designed to avoid the collection of applicable taxes and increased imports of foreign lowest priced brands. The
competitive environment has been characterized by weak economic conditions, erosion of consumer
confidence, a continued influx of cheap products, and higher prices due to higher state excise taxes and list
price increases. As a result, the lowest priced products of manufacturers of numerous small share brands have
increased their market share, putting pressure on the industry's premium segment.
Governmental Investigations
From time to time, Altria and its tobacco subsidiaries are subject to governmental investigations on a range of
matters. Ongoing investigations include allegations of contraband shipments of cigarettes, allegations of
unlawful pricing activities within certain international markets and allegations of false and misleading usage of
the terms "Lights" and "Ultra Lights" in brand descriptors. We cannot predict the outcome of those investigations
or whether additional investigations may be commenced, and it is possible that our business could be materially
affected by an unfavorable outcome of pending or future investigations.
New Tobacco Product Technologies
Our tobacco subsidiaries continue to seek ways to develop and to commercialize new product technologies that
may reduce the risk of smoking. Their goal is to reduce harmful constituents in tobacco smoke while continuing
to offer adult smokers products that meet their taste expectations. We cannot guarantee that our tobacco
subsidiaries will succeed in these efforts. If they do not succeed, but one or more of their competitors do, our
tobacco subsidiaries may be at a competitive disadvantage.
Foreign Currency
Our international food and tobacco subsidiaries conduct their businesses in local currency and, for purposes of
financial reporting, their results are translated into U.S. dollars based on average exchange rates prevailing
during a reporting period. During times of a strengthening U.S. dollar, our reported net revenues, operating
income and net earnings will be reduced because the local currency will translate into fewer U.S. dollars.
Competition and Economic Downturns
Each of our consumer products subsidiaries is subject to intense competition, changes in consumer preferences
and local economic conditions. To be successful, they must continue:

· to promote brand equity successfully;
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· to anticipate and respond to new consumer trends;

· to develop new products and markets and to broaden brand portfolios in order to compete effectively

with lower priced products in a consolidating environment at the retail and manufacturing levels;

· to improve productivity; and

· to respond effectively to changing prices for their raw materials.

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The willingness of consumers to purchase premium cigarette brands and premium food and beverage brands
depends in part on local economic conditions. In periods of economic uncertainty, consumers tend to purchase
more private label and other economy brands and the volume of our consumer products subsidiaries could
suffer accordingly.
Our finance subsidiary, PMCC, holds investments in finance leases, principally in transportation, power
generation and manufacturing equipment and facilities. Its lessees are also subject to intense competition and
economic conditions. If counterparties to PMCC's leases fail to manage through difficult economic and
competitive conditions, PMCC may have to increase its allowance for losses, which would adversely affect our
profitability.
Grocery Trade Consolidation
As the retail grocery trade continues to consolidate and retailers grow larger and become more sophisticated,
they demand lower pricing and increased promotional programs. Further, these customers are reducing their
inventories and increasing their emphasis on private label products. If Kraft fails to use its scale, marketing
expertise, branded products and category leadership positions to respond to these trends, its volume growth
could slow or it may need to lower prices or increase promotional support of its products, any of which would
adversely affect profitability.
Continued Need to Add Food and Beverage Products in Faster Growing and More Profitable Categories
The food and beverage industry's growth potential is constrained by population growth. Kraft's success depends
in part on its ability to grow its business faster than populations are growing in the markets that it serves. One
way to achieve that growth is to enhance its portfolio by adding products that are in faster growing and more
profitable categories. If Kraft does not succeed in making these enhancements, its volume growth may slow,
which would adversely affect our profitability.
Strengthening Brand Portfolios Through Acquisitions and Divestitures
One element of the growth strategy of Kraft and Philip Morris International is to strengthen their brand portfolios
through active programs of selective acquisitions and divestitures. These subsidiaries are constantly
investigating potential acquisition candidates and from time to time sell businesses that are outside their core
categories or that do not meet their growth or profitability targets. Acquisition opportunities are limited and
acquisitions present risks of failing to achieve efficient and effective integration, strategic objectives and
anticipated revenue improvements and cost savings. There can be no assurance that we will be able to continue
to acquire attractive businesses on favorable terms or that all future acquisitions will be quickly accretive to
earnings.
Raw Material Prices
The raw materials used by our consumer products subsidiaries are largely commodities that experience price
volatility caused by external conditions, commodity market fluctuations, currency fluctuations and changes in
governmental agricultural programs. Commodity price changes may result in unexpected increases in raw
material and packaging costs, and our operating subsidiaries may be unable to increase their prices to offset
these increased costs without suffering reduced volume, net revenues and operating companies income. We do
not fully hedge against changes in commodity prices and our hedging procedures may not work as planned.
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Document Outline

sec.gov
- #1">Final Prospectus Supplement