Obligation Anglo-American Tobacco 8.125% ( US544152AC58 ) en USD

Anglo-American Tobacco

119.014 % ▼

Royaume-Uni

US544152AC58 ( en USD )

8.125% par an ( paiement semestriel )

01/05/2040

Prospectus brochure de l'obligation British American Tobacco US544152AC58 en USD 8.125%, échéance 01/05/2040

2 000 USD

236 748 000 USD

544152AC5

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

01/11/2025 ( Dans 120 jours )

British American Tobacco est une multinationale du tabac cotée à la bourse de Londres et produisant et vendant des cigarettes et autres produits du tabac dans le monde entier.

L'Obligation émise par Anglo-American Tobacco ( Royaume-Uni ) , en USD, avec le code ISIN US544152AC58, paye un coupon de 8.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/05/2040

L'Obligation émise par Anglo-American Tobacco ( Royaume-Uni ) , en USD, avec le code ISIN US544152AC58, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Anglo-American Tobacco ( Royaume-Uni ) , en USD, avec le code ISIN US544152AC58, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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CALCULATION OF REGISTRATION FEE

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

Offering Price

Fee(1)(2)
6.875% Senior Notes due
2020
$750,000,000
99.900%
$749,250,000
$53,422
8.125% Senior Notes due
2040
$250,000,000
99.479%
$248,697,500
$17,732

(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 $71,154.

(2) Paid herewith.
Filed Pursuant to Rule 424(b)(2)
Registration Statement Nos. 333-159902, 333-159902-01
PROSPECTUS SUPPLEMENT
(To Prospectus dated June 11, 2009)

$1,000,000,000

Lorillard Tobacco Company

$750,000,000 6.875% Senior Notes due 2020

$250,000,000 8.125% Senior Notes due 2040

Guaranteed by
Lorillard, Inc.

This is an offering of an aggregate of $750,000,000 6.875% Senior Notes due 2020 and $250,000,000 8.125%
Senior Notes due 2040 (which we refer to as the "notes"). We will pay interest on each series of notes on May 1 and
November 1 of each year, beginning November 1, 2010. The notes due 2020 will bear interest at a rate of 6.875% per
year and will mature on May 1, 2020 and the notes due 2040 will bear interest at a rate of 8.125% per year and will
mature on May 1, 2040.

Upon the occurrence of both (a) a change of control of Lorillard Tobacco Company and (b) a downgrade of the
notes below an investment grade rating by each of Moody's Investors Services, Inc. (or "Moody's") and Standard &
Poor's Ratings Services (or "S&P") within a specified period, we will be required to make an offer to purchase the
notes at a price equal to 101% of their principal amount, 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 Lorillard Tobacco Company and will rank equally with all of its
other existing and future senior unsecured indebtedness. Lorillard Tobacco Company is the principal wholly owned
operating subsidiary of Lorillard, Inc. The notes will be fully and unconditionally guaranteed on a senior unsecured
basis by our ultimate parent company Lorillard, Inc. The guarantee will rank equally with all of Lorillard, 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 of
$2,000.

There is currently no public market for the notes. The notes will not be listed on any national securities exchange
or included in any quotation system.

Investing in the notes involves risks. See the "Risk Factors" section in Lorillard, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 2009 and the "Risk
Factors" section beginning on page S-5 of this prospectus supplement.

Public
Underwriting Proceeds to Us

Offering Price Discount (before expenses)

Per 6.875% Senior Note due 2020

99.900% 0.650%
99.250%
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Total for 6.875% Senior Notes due 2020
$ 749,250,000 $ 4,875,000 $ 744,375,000
Per 8.125% Senior Note due 2040

99.479% 0.875%
98.604%
Total for 8.125% Senior Notes due 2040
$ 248,697,500 $ 2,187,500 $ 246,510,000
Combined Total
$ 997,947,500 $ 7,062,500 $ 990,885,000

Interest will accrue from April 12, 2010.

The underwriters expect to deliver the notes through the facilities of The Depository Trust Company, including its
participants Clearstream Banking, société anonyme, Luxembourg or Euroclear Bank S.A./N.V., as operator of the
Euroclear System, against payment in New York, New York on or about April 12, 2010.

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.

Joint Book-Running Managers
Barclays Capital
RBS
Goldman, Sachs & Co.
J.P. Morgan
Wells Fargo Securities

The date of this prospectus supplement is April 7, 2010
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TABLE OF CONTENTS

SUMMARY
S-1
RISK FACTORS
S-5
USE OF PROCEEDS
S-9
RATIO OF EARNINGS TO FIXED CHARGES
S-9
CAPITALIZATION
S-10
SELECTED FINANCIAL INFORMATION
S-11
DESCRIPTION OF NOTES
S-12
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-19
UNDERWRITING
S-23
LEGAL MATTERS
S-25
EXPERTS
S-25
DOCUMENTS INCORPORATED BY REFERENCE
S-25

PROSPECTUS

ABOUT THIS PROSPECTUS
1
FORWARD-LOOKING STATEMENTS
1
OUR COMPANY
3
GENERAL DESCRIPTION OF SECURITIES WE MAY OFFER
4
RISK FACTORS
4
USE OF PROCEEDS
4
RATIO OF EARNINGS TO FIXED CHARGES
4
DESCRIPTION OF DEBT SECURITIES
5
DESCRIPTION OF GUARANTEES OF DEBT SECURITIES
17
DESCRIPTION OF LORILLARD, INC.'S CAPITAL STOCK
18
DESCRIPTION OF WARRANTS
22
PLAN OF DISTRIBUTION
23
LEGAL MATTERS
25
EXPERTS
25
WHERE YOU CAN FIND MORE INFORMATION
25
DOCUMENTS INCORPORATED BY REFERENCE
25

You should rely only on the information contained or incorporated by reference in this
prospectus supplement, any related free writing prospectus and the attached prospectus. We
have not, and the underwriters have not, authorized anyone to provide you with different
information. If anyone provides you with different or inconsistent information, you should not
rely on it. 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 the
securities offered hereby or thereby, or that the information contained or incorporated by
reference herein or therein is correct as of any time subsequent to the date of such information.

The distribution of this prospectus supplement and the attached prospectus and the offering or sale
of the notes in some jurisdictions may be restricted by law. The notes are offered for sale in those
jurisdictions in the United States and Europe 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
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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 "Underwriting -- Offering Restrictions" in this prospectus supplement.

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 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 publish a prospectus for offers of notes. Accordingly, any person making or intending
to make an offer of notes within the European Economic Area may only do so in circumstances in
which no obligation arises for us or any of the underwriters to publish 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 nor 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.

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.

Unless we have indicated otherwise or the context otherwise requires, references in this
prospectus supplement to "Lorillard," "Company," "we," "us," "our" and similar terms refer to
Lorillard, Inc., a Delaware corporation, and its subsidiaries, unless otherwise specified or
otherwise required. Lorillard, Inc. refers solely to the parent company and "Lorillard Tobacco"
or the "Issuer" refers solely to Lorillard Tobacco Company, a Delaware corporation, the
principal wholly owned operating subsidiary of Lorillard, Inc.

Unless otherwise specified, market share data in this prospectus supplement and incorporated by
reference herein is based on data made available by Management Science Associates, Inc. ("MSAI"),
an independent third-party database management organization that collects wholesale shipment data
from various cigarette manufacturers. MSAI divides the cigarette market into two price segments, the
premium price segment and the discount or reduced price segment. MSAI's information relating to
unit sales volume and market share of certain of the smaller, primarily deep discount, cigarette
manufacturers is based on estimates derived by MSAI. We believe that volume and market share
information for deep discount manufacturers may be understated and, correspondingly, market share
information for the larger manufacturers, including us, may be overstated by MSAI.

FORWARD-LOOKING STATEMENTS

Investors are cautioned that certain statements contained in this prospectus supplement are
"forward-looking" statements. Forward-looking statements include, without limitation, any statement
that may project, indicate or imply future results, events, performance or achievements, and may
contain the words "expect," "intend," "plan," "anticipate," "estimate," "believe," "will be," "will
continue," "will likely result" and similar expressions. In addition, any statement concerning future
financial performance (including future revenues, earnings or growth rates), ongoing business
strategies or prospects, and possible actions taken by us, which may be provided by our management
team are also forward-looking statements as defined by the Private Securities Litigation Reform Act of
1995.

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Forward-looking statements are based on current expectations and projections about future events
and are inherently subject to a variety of risks and uncertainties, many of which are beyond the control
of our management team, which could cause actual results to differ materially from those anticipated
or projected. These risks and uncertainties include, among others:

· the outcome of pending or future litigation, including risks associated with adverse jury and
judicial determinations, courts reaching conclusions at variance with the general understandings
of applicable law, bonding requirements and the absence of adequate appellate remedies to get
timely relief from any of the foregoing;

· health concerns, claims, regulations and other restrictions relating to the use of tobacco products
and exposure to environmental tobacco smoke;

· the effect on pricing and consumption rates of legislation, including actual and potential federal
and state excise tax increases, and tobacco litigation settlements;

· continued intense competition from other cigarette manufacturers, including significant levels of
promotional activities and the presence of a sizable deep discount category;

· the continuing decline in volume in the domestic cigarette industry;

· the increasing restrictions on the marketing and use of cigarettes through governmental
regulation and privately imposed smoking restrictions;

· the possibility of restrictions or bans on the use of certain ingredients, including menthol, in
cigarettes;

· general economic and business conditions;

· changes in financial markets (such as interest rate, credit, currency, commodities and equities
markets) or in the value of specific investments;

· the availability of financing upon favorable terms, the results of our financing efforts and the
impact of any breach of a debt covenant or a credit rating downgrade;

· potential changes in accounting policies by the Financial Accounting Standards Board, the
Securities and Exchange Commission (the "Commission" or the "SEC") or regulatory agencies
for the industry in which we participate that may cause us to revise our financial accounting
and/or disclosures in the future, and which may change the way analysts measure our business
or financial performance;

· the risk of fire, violent weather or other disasters adversely affecting our production, storage and
other facilities;

· changes in the price, quality or quantity of tobacco leaf and other raw materials available for use
in our cigarettes;

· reliance on a limited number of suppliers for certain raw materials;

· the impact of regulatory initiatives, including the regulation of cigarettes by the Food and Drug
Administration, and compliance with governmental regulations;

· our ability to attract and retain the best talent to implement our strategies as a result of the
decreasing social acceptance of cigarettes; and

· the closing of any contemplated transactions and agreements.

Adverse developments in any of these factors, as well as the risks and uncertainties described in
"Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Business Environment" and elsewhere in our Annual Report on Form 10-K for the year
ended December 31, 2009 and this prospectus supplement, could cause our results to differ materially
from results that have been or may be anticipated or projected. Forward-looking statements speak only
as of the date of this prospectus supplement and we expressly disclaim any obligation or undertaking
to update these statements to reflect any change in expectations or beliefs or any change in events,
conditions or circumstances on which any forward-looking statement is or may be based.

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SUMMARY

This summary highlights selected information from this prospectus supplement and the
accompanying prospectus and may not contain all of the information that may be important to
you. To understand the terms of the securities being offered by this prospectus supplement, you
should read this entire prospectus supplement, the accompanying prospectus and the documents
identified in the prospectus under the caption "Where You Can Find More Information."

Our Company

Lorillard is the third largest manufacturer of cigarettes in the United States. Founded in
1760, Lorillard is the oldest continuously operating tobacco company in the United States.
Newport, our flagship menthol flavored premium cigarette brand, is the top selling menthol and
second largest selling cigarette brand overall in the United States based on gross units sold in
2009. The Newport brand accounted for approximately 91.5% of our sales revenue for the fiscal
year ended December 31, 2009. In addition to the Newport brand, our product line has five
additional brand families marketed under the Kent, True, Maverick, Old Gold and Max brand
names. These six brands include 41 different product offerings which vary in price, taste, flavor,
length and packaging. In 2009, we shipped 36.3 billion cigarettes, all of which were sold in the
United States and certain U.S. possessions and territories. We sold our major trademarks outside
of the United States in 1977. We manufacture all of our products at our Greensboro, North
Carolina facility.

We produce cigarettes for both the premium and discount segments of the domestic
cigarette market. We do not compete in a subcategory of the discount segment that we identify
as the deep discount segment. Premium brands are well known, established brands marketed at
higher retail prices. Discount brands are generally less well recognized brands marketed at
lower retail prices. We define the deep discount subcategory to include brands sold at the lowest
retail prices. Deep discount cigarettes are typically manufactured by smaller companies, relative
to us and other major U.S. manufacturers, many of which have no, or significantly lower,
payment obligations under the State Settlement Agreements, consisting of the Master Settlement
Agreement among major tobacco manufacturers and 46 states and various other governments
and jurisdictions (the "MSA") and the settlements of similar claims brought by Mississippi,
Florida, Texas and Minnesota.

During 2010 we intend to enter certain test markets with a traditional moist snuff product to
assess opportunities to broaden our product offering. This product will be produced to our
specifications by a third-party manufacturer.

Prior to June 10, 2008, Lorillard, Inc. was a wholly owned subsidiary of Loews Corporation
(which we refer to as "Loews"), a publicly traded company listed on the New York Stock
Exchange (which we refer to as the "NYSE"). Our results of operations and financial condition
were included as a separate reporting segment in Loews's financial statements and filings with
the SEC. Beginning in 2002 and through June 10, 2008, Loews had also issued a separate class
of its common stock, referred to as the "Carolina Group Stock," to track the economic
performance of Loews's 100% interest in Lorillard, Inc. and certain liabilities, costs and
expenses of Loews and Lorillard arising out of or related to tobacco or tobacco-related
businesses. On June 10, 2008, we began operating as an independent, publicly traded company
pursuant to our separation from Loews (the "Separation"). In connection with the Separation,
we entered into a Separation Agreement with Loews to provide for the separation of our
business.

Our principal offices are located at 714 Green Valley Road, Greensboro, North Carolina
27408. Our telephone number is (336) 335-7000, and our website is www.lorillard.com. The
information contained in, or that can be accessed through, our website is not a part of this
prospectus supplement.
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Lorillard's Investment Highlights

Lorillard believes that the following strengths differentiate it from its competitors and
contribute to its success:

Newport is the #1 menthol and #2 overall brand of cigarette in the United States,
signifying its strong brand equity. As the leading menthol flavored cigarette brand and the
number two cigarette brand overall in the United States based on gross units sold in 2009,
the Newport brand, introduced in 1957, enjoys strong and long-standing consumer
recognition. Lorillard had domestic shipments of approximately 31 billion Newport
cigarettes in 2009. Newport's domestic shipments represented 34.1% of all menthol
cigarettes sold in the United States in the year ended December 31, 2009.

Strength in the menthol cigarette segment. Lorillard's Newport brand is the best selling
menthol brand in the United States based on gross units sold in 2009. Lorillard has
developed a unique menthol taste for Newport cigarettes, which it believes accounts for
Newport's success among adult smokers. Lorillard believes that Newport is well positioned
in this growing category of the domestic cigarette market. The menthol segment's share of
total cigarettes shipped in the domestic market increased from 26.4% in 2004 to 28.8% in
2009, and Newport's share of menthol cigarettes shipped in the domestic market has
increased in each of the last five years.

Focus on the premium cigarette segment. Lorillard focuses its marketing efforts on the
relatively more profitable premium segment of the domestic cigarette industry. The
premium segment consists of a category of well known, established cigarette brands
marketed at higher retail prices than other cigarette brands. Approximately 88.9% of the
cigarettes shipped by Lorillard during the year ended December 31, 2009 were in the
premium segment. Lorillard's share of the premium segment of the domestic cigarette
market increased in each of the past five years from 12.0% in 2004 to 14.2% in 2009,
primarily driven by the growth of the Newport brand.

Most profitable operating model of any major U.S. cigarette company. For each of the
past five years, Lorillard has had the most profitable operating model among major
U.S. cigarette companies, as measured by operating income per 1,000 units shipped in the
United States. This is a result of a disciplined approach to marketing, operations and overall
expense management.

Track record of strong, stable and consistent cash flow generation. Lorillard has
generated cash from operating activities of $1.037 billion, $980 million and $882 million,
respectively, in the full years ended 2009, 2008 and 2007. Lorillard believes this strong cash
flow generation, together with its modest capital expenditure needs, gives it a strong
financial profile.

Conservative balance sheet and capitalization. Lorillard has a strong and conservative
balance sheet and credit profile. The Company's long-term objective is to maintain
investment grade ratings and target a 1.5x debt to earnings before interest, taxes,
depreciation and amortization level, which the Company expects will provide significant
financial flexibility and liquidity to operate its business.

Experienced and long-standing management team. Lorillard's executive management
team has extensive experience in the tobacco industry, and many of its senior executives
have spent the majority of their professional careers with Lorillard. The team has been
responsible for overseeing Lorillard's consistent growth in revenue and net income.
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