Obligation Altria Group Inc 4.75% ( US02209SAL79 ) en USD

Altria Group Inc

102.19 % ⇌

Etats-unis

US02209SAL79 ( en USD )

4.75% par an ( paiement semestriel )

04/05/2021 - Obligation échue

Prospectus brochure de l'obligation Altria Group Inc US02209SAL79 en USD 4.75%, échue

2 000 USD

1 500 000 000 USD

02209SAL7

BBB ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

L'Obligation émise par Altria Group Inc ( Etats-unis ) , en USD, avec le code ISIN US02209SAL79, paye un coupon de 4.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 04/05/2021

L'Obligation émise par Altria Group Inc ( Etats-unis ) , en USD, avec le code ISIN US02209SAL79, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Altria Group Inc ( Etats-unis ) , en USD, avec le code ISIN US02209SAL79, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement
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424B2 1 d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-155009

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)
4.750% Notes due May 5, 2021
$1,500,000,000
99.575%
$1,493,625,000

$173,409.86

(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 $173,409.86.
(2) Paid herewith.
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Prospectus Supplement to Prospectus dated November 4, 2008

Altria Group, Inc.
$1,500,000,000 4.750% Notes due 2021
Guaranteed by
Philip Morris USA Inc.
We will pay interest on the notes semiannually on May 5 and November 5 of each year, beginning November 5, 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 May 5, 2021.
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-6 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
4.750% Notes due
99.575%
2021

$1,493,625,000
0.650%
$9,750,000
98.925% $1,483,875,000
The initial public offering price set forth above does not include accrued interest. Interest will accrue from May 5, 2011.
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,
against payment in New York, New York on or about May 5, 2011.
Joint Book-Running Managers

Citi

Goldman, Sachs & Co.

RBS
Senior Co-Managers

Morgan Stanley

Santander
Scotia Capital
Wells Fargo Securities
Co-Managers

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Barclays Capital

CastleOak Securities, L.P.
Credit Suisse
Deutsche Bank Securities
HSBC J.P. Morgan
Loop Capital Markets
Prospectus Supplement dated May 2, 2011
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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
STATEMENTS

S-2
INFORMATION

i
SUMMARY

S-3
DOCUMENTS INCORPORATED BY
RISK FACTORS

S-6
REFERENCE

ii
USE OF PROCEEDS

S-8
FORWARD-LOOKING AND CAUTIONARY
RATIOS OF EARNINGS TO FIXED
STATEMENTS

iii
CHARGES

S-9
THE COMPANY

1
SELECTED HISTORICAL CONSOLIDATED
RISK FACTORS

1
FINANCIAL DATA

S-10
USE OF PROCEEDS

1
DESCRIPTION OF NOTES

S-11
RATIOS OF EARNINGS TO FIXED CHARGES
2
CERTAIN U.S. FEDERAL INCOME TAX
DESCRIPTION OF DEBT SECURITIES

2
CONSIDERATIONS

S-21
DESCRIPTION OF DEBT WARRANTS

15
UNDERWRITING

S-26
DESCRIPTION OF GUARANTEES OF DEBT
OFFERING RESTRICTIONS

S-28
SECURITIES

17
DOCUMENTS INCORPORATED BY
PLAN OF DISTRIBUTION

18
REFERENCE

S-30
LEGAL MATTERS

18
LEGAL MATTERS

S-30
EXPERTS

18
EXPERTS

S-30

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 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.

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

S-2
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SUMMARY
The Company
We are a Virginia holding company incorporated in 1985. Our wholly-owned subsidiaries include Philip Morris
USA Inc., or PM USA, 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 and foreign countries. PMCC maintains a portfolio of
leveraged and direct finance leases. In addition, we held a 27.1% economic and voting interest in SABMiller plc at
March 31, 2011.
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.

S-3
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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
$1,500,000,000 principal amount of 4.750% notes due 2021, maturing
May 5, 2021.

Interest Rate
The notes will bear interest from May 5, 2011 at the rate of 4.750% per
annum.

Interest Payment Dates
May 5 and November 5 of each year, beginning on November 5, 2011.

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.

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."

S-4
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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 $1,483,875,000. We intend to use the net proceeds 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.

Risk Factors
Investing in the notes involves risks. See "Risk Factors" beginning on page
S-6 for a discussion of the factors you should consider carefully before
deciding to invest in the notes.

Trustee
Deutsche Bank Trust Company Americas.

S-5
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