Obligation Altria Corporation 4.125% ( US02209SAK96 ) en USD

Altria Corporation

100 % ⇌

Etas-Unis

US02209SAK96 ( en USD )

4.125% par an ( paiement semestriel )

11/09/2015 - Obligation échue

Prospectus brochure de l'obligation Altria Group US02209SAK96 en USD 4.125%, échue

2 000 USD

1 000 000 000 USD

02209SAK9

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

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'instrument financier examiné est une obligation corporative émise par Altria Group, identifiée par le code ISIN US02209SAK96 et le code CUSIP 02209SAK9, un titre de dette qui, selon les informations disponibles, est arrivé à son terme et a été intégralement remboursé. Altria Group, l'émetteur de cette obligation, est un conglomérat américain de premier plan, principalement reconnu pour son rôle majeur dans l'industrie du tabac, avec des marques emblématiques sur le marché américain et des investissements dans d'autres secteurs. L'émission, libellée en dollars américains (USD) et d'une taille totale d'un milliard (1 000 000 000) de dollars, a été initiée depuis les États-Unis. Elle proposait un taux d'intérêt fixe de 4,125% par an, avec des paiements d'intérêts effectués sur une fréquence bisannuelle (deux fois par an) aux porteurs. La taille minimale d'achat pour cette obligation était de 2 000 USD. La date de maturité de cet instrument était le 11 septembre 2015, et il est confirmé que l'obligation a été remboursée à sa valeur nominale (100% du prix actuel sur le marché) à cette échéance. Au moment de son émission et durant sa vie, cette obligation bénéficiait d'une notation de BBB+ par l'agence Standard & Poor's (S&P) et de Baa1 par l'agence Moody's, deux notations considérées comme de qualité investissement, reflétant la solidité financière de l'émetteur et sa capacité à honorer ses engagements.

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424B2 1 d424b2.htm FINAL 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 be
Maximum Offering
Maximum Aggregate
Amount of
to be Registered

Registered

Price Per Unit

Offering Price

Registration Fee (1) (2)
4.125% Notes due
2015

$800,000,000

99.574%

$796,592,000.00

$56,797.01

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933 (the "Securities Act"). The total registration
fee due for this offering is $56,797.01.
(2) Paid herewith.
Prospectus Supplement to Prospectus dated November 4, 2008

Altria Group, Inc.
$800,000,000 4.125% Notes due 2015
Guaranteed by
Philip Morris USA Inc.
We will pay interest on the notes semiannually on March 11 and September 11 of each year, beginning March 11, 2011.
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, 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 mature on September 11, 2015.
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. The 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.

Underwriting
Proceeds to Us

Public Offering Price

Discount

(before expenses)

Per Note
Total
Per Note
Total
Per Note
Total
4.125% Notes due 2015
99.574%
$796,592,000 0.600% $4,800,000 98.974% $791,792,000
The initial public offering price set forth above does not include accrued interest. Interest will accrue from June 11,
2010.
The underwriters expect to deliver the notes 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,
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against payment in New York, New York on or about June 11, 2010.
Joint Book-Running Managers

Barclays Capital

Credit Suisse
Deutsche Bank Securities
Co-Managers

CastleOak Securities, L.P.

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

Morgan Stanley
RBS Santander
Scotia Capital The Williams Capital Group, L.P.
Prospectus Supplement dated June 8, 2010
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Table of Contents
TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

PROSPECTUS

ABOUT THIS PROSPECTUS SUPPLEMENT

S-1
ABOUT THIS PROSPECTUS

i
FORWARD-LOOKING AND CAUTIONARY
WHERE YOU CAN FIND MORE INFORMATION
i
STATEMENTS

S-2
DOCUMENTS INCORPORATED BY
SUMMARY

S-3
REFERENCE

ii
RISK FACTORS

S-7
FORWARD-LOOKING AND CAUTIONARY
USE OF PROCEEDS

S-9
STATEMENTS

iii
RATIOS OF EARNINGS TO FIXED CHARGES
S-
THE COMPANY

1

10
RISK FACTORS

1
SELECTED HISTORICAL CONSOLIDATED
S-
USE OF PROCEEDS

1
FINANCIAL DATA

11
RATIOS OF EARNINGS TO FIXED CHARGES

2
DESCRIPTION OF NOTES
S-
DESCRIPTION OF DEBT SECURITIES

2

13
DESCRIPTION OF DEBT WARRANTS
15
CERTAIN U.S. FEDERAL INCOME TAX
S-
DESCRIPTION OF GUARANTEES OF DEBT
CONSIDERATIONS

23
SECURITIES
17
UNDERWRITING
S-
PLAN OF DISTRIBUTION
18

28
LEGAL MATTERS
18
OFFERING RESTRICTIONS
S-
EXPERTS
18

30
DOCUMENTS INCORPORATED BY
S-
REFERENCE

32
LEGAL MATTERS
S-

32
EXPERTS
S-

32

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.

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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.
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 of notes within the EEA 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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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.
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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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 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 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 in the normal course of our public disclosure obligations.

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Table of Contents
SUMMARY
The Company
We are a Virginia holding company incorporated in 1985. Our wholly-owned subsidiaries include Philip Morris
USA Inc., or PM USA, UST LLC, or UST, John Middleton Co., or Middleton, 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. 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 is a manufacturer of machine-made large
cigars and pipe tobacco. Black & Mild, the principal cigar brand of Middleton, is the second largest selling machine-
made large cigar in the United States. 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 wine from several other wine regions. PMCC maintains a portfolio of leveraged and direct
finance leases. In addition, we held a 27.2% economic and voting interest in SABMiller plc at March 31, 2010.
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
Reference is made to Note 12 to our unaudited condensed consolidated financial statements for the quarter ended
March 31, 2010, Exhibits 99.1 and 99.2 to our quarterly report on Form 10-Q for the quarter ended March 31, 2010, and
our current report on Form 8-K filed on June 1, 2010, each of which is incorporated herein by reference, for a description
of certain contingencies, including litigation pending against Altria, its subsidiaries and affiliates, and their respective
indemnitees. The following summarizes certain developments with respect to such litigation since the date of our Form
10-Q for the quarter ended March 31, 2010:
In re: Tobacco Litigation (West Virginia)
On May 27, 2010, the trial court in the West Virginia consolidated proceeding ruled that the amount of punitive
damages will be determined in individual trials, rather than in the consolidated proceeding. On June 1, 2010, jury
selection began in the consolidated proceeding. On June 4, 2010, plaintiffs filed with the West Virginia Supreme Court a
petition for a writ of prohibition, challenging the trial court's ruling. If the West Virginia Supreme Court agrees to
consider the trial court's ruling on its merits, the consolidated proceeding will be stayed.
Engle Progeny Trial Results
On May 18, 2010, in the Lukacs case, the Florida Third District Court of Appeal denied the defendants' petitions for
rehearing and for rehearing en banc from its March 17, 2010 per curiam decision that affirmed the final judgment
entered in favor of the plaintiffs.
Scott Class Action
On May 12, 2010, the Louisiana Court of Appeal, Fourth District, denied defendants' petition for rehearing filed on
May 7, 2010. PM USA intends to seek further review by the Louisiana Supreme Court.

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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
$800,000,000 principal amount of 4.125% notes due 2015, maturing
September 11, 2015.
Interest Rates
The notes will bear interest from June 11, 2010 at the rate of 4.125% per
annum.
Interest Payment Dates
March 11 and September 11 of each year, beginning on March 11, 2011.
Anticipated Ratings of the Notes*
Moody's: Baa1

S&P: BBB

Fitch Ratings: BBB+
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

· senior in right of payment to all of PM USA's future subordinated

indebtedness, if any.

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Table of Contents

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 If a change of control triggering event (as defined in "Description of
Change of Control Triggering Event
Notes--Repurchase 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."
Optional Tax Redemption
We may redeem all, but not part, of the notes 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 $791,792,000. We intend to add the net proceeds to our
general funds, which may be used:

· to meet our working capital requirements;

· to refinance debt; or

· 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."
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.

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Table of Contents
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.
*
Ratings are not a recommendation to purchase, hold or sell the notes, inasmuch as the ratings do not comment as to
market price or suitability for a particular investor. The ratings are based on current information furnished to the
rating agencies by us and information obtained by the rating agencies from other sources. The ratings are only
accurate as of the date of this prospectus supplement and may be changed, superseded or withdrawn as a result of
changes in, or unavailability of, such information, and, therefore, a prospective purchaser should check the current
ratings before purchasing the notes.

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