Bond Altria Inc. 4.8% ( US02209SBD45 ) in USD

Altria Inc.

101.587 % ▲

United States

US02209SBD45 ( in USD )

4.8% per year ( payment 2 times a year)

13/02/2029

Prospectus brochure of the bond Altria Group Inc US02209SBD45 en USD 4.8%, maturity 13/02/2029

2 000 USD

3 000 000 000 USD

02209SBD4

BBB+ ( Lower medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

14/02/2026 ( In 105 days )

Altria Group, Inc. is a leading tobacco company in the United States, with a diverse portfolio of well-known cigarette brands and a growing stake in the cannabis and alcoholic beverage industries.

The Bond issued by Altria Inc. ( United States ) , in USD, with the ISIN code US02209SBD45, pays a coupon of 4.8% per year.
The coupons are paid 2 times per year and the Bond maturity is 13/02/2029

The Bond issued by Altria Inc. ( United States ) , in USD, with the ISIN code US02209SBD45, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Altria Inc. ( United States ) , in USD, with the ISIN code US02209SBD45, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

FINAL PROSPECTUS SUPPLEMENT
424B2 1 d705235d424b2.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)
3.490% Notes due February 14, 2022

$1,000,000,000

99.994%

$999,940,000

$121,192.73
3.800% Notes due February 14, 2024

$1,000,000,000

99.797%

$997,970,000

$120,953.96
4.400% Notes due February 14, 2026

$1,500,000,000

99.791%

$1,496,865,000

$181,420.04
4.800% Notes due February 14, 2029

$3,000,000,000

99.717%

$2,991,510,000

$362,571.01
5.800% Notes due February 14, 2039

$2,000,000,000

99.765%

$1,995,300,000

$241,830.36
5.950% Notes due February 14, 2049

$2,500,000,000

99.722%

$2,493,050,000

$302,157.66
6.200% Notes due February 14, 2059

$500,000,000

99.706%

$498,530,000

$60,421.84

(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
$1,390,547.60.
(2)
Paid herewith.
Table of Contents

Prospectus Supplement to Prospectus dated October 26, 2017

Altria Group, Inc.

$1,000,000,000 3.490% Notes due 2022
$1,000,000,000 3.800% Notes due 2024
$1,500,000,000 4.400% Notes due 2026
$3,000,000,000 4.800% Notes due 2029
$2,000,000,000 5.800% Notes due 2039
$2,500,000,000 5.950% Notes due 2049
$ 500,000,000 6.200% Notes due 2059
Guaranteed by
Philip Morris USA Inc.
The notes due 2022 (the "2022 notes") will mature on February 14, 2022, the notes due 2024 (the "2024 notes") will mature on February 14, 2024, the notes due 2026 (the "2026 notes") will
mature on February 14, 2026, the notes due 2029 (the "2029 notes") will mature on February 14, 2029, the notes due 2039 (the "2039 notes") will mature on February 14, 2039, the notes due
2049 (the "2049 notes") will mature on February 14, 2049 and the notes due 2059 (the "2059 notes" and, together with the 2022 notes, the 2024 notes, the 2026 notes, the 2029 notes, the 2039
notes and the 2049 notes, the "notes") will mature on February 14, 2059. Interest on the 2022 notes is payable semiannually on February 14 and August 14 of each year, beginning August 14,
2019. Interest on the 2024 notes is payable semiannually on February 14 and August 14 of each year, beginning August 14, 2019. Interest on the 2026 notes is payable semiannually on February 14
and August 14 of each year, beginning August 14, 2019. Interest on the 2029 notes is payable semiannually on February 14 and August 14 of each year, beginning August 14, 2019. Interest on the
2039 notes is payable semiannually on February 14 and August 14 of each year, beginning August 14, 2019. Interest on the 2049 notes is payable semiannually on February 14 and August 14 of
each year, beginning August 14, 2019. Interest on the 2059 notes is payable semiannually on February 14 and August 14 of each year, beginning August 14, 2019. 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-11 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

3.490% Notes due 2022

99.994%
$
999,940,000

0.450%
$
4,500,000

99.544%
$
995,440,000
3.800% Notes due 2024

99.797%
$
997,970,000

0.600%
$
6,000,000

99.197%
$
991,970,000
4.400% Notes due 2026

99.791%
$
1,496,865,000

0.625%
$
9,375,000

99.166%
$
1,487,490,000
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FINAL PROSPECTUS SUPPLEMENT
4.800% Notes due 2029

99.717%
$
2,991,510,000

0.650%
$ 19,500,000

99.067%
$
2,972,010,000
5.800% Notes due 2039

99.765%
$
1,995,300,000

0.750%
$ 15,000,000

99.015%
$
1,980,300,000
5.950% Notes due 2049

99.722%
$
2,493,050,000

0.875%
$ 21,875,000

98.847%
$
2,471,175,000
6.200% Notes due 2059

99.706%
$
498,530,000

1.000%
$
5,000,000

98.706%
$
493,530,000

Combined Total

$ 11,473,165,000

$ 81,250,000

$
11,391,915,000

The initial public offering prices set forth above do not include accrued interest. Interest on the notes of each series will accrue from February 14, 2019.
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 February 14, 2019.
Joint Book-Running Managers

Barclays

Citigroup

Credit Suisse

Deutsche Bank Securities
Goldman Sachs & Co. LLC

J.P. Morgan

Mizuho Securities
Scotiabank

(Global Coordinator)

Senior Co-Managers

Morgan Stanley

Santander

US Bancorp
Wells Fargo Securities
Co-Manager

Telsey Advisory Group
Prospectus Supplement dated February 12, 2019
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 STATEMENTS
S-2
WHERE YOU CAN FIND MORE INFORMATION

ii
SUMMARY

S-3
DOCUMENTS INCORPORATED BY REFERENCE

ii
RISK FACTORS

S-11
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
iii
USE OF PROCEEDS

S-14
THE COMPANY

1
SUMMARY OF SELECTED HISTORICAL
RISK FACTORS

1
CONSOLIDATED FINANCIAL DATA

S-15
USE OF PROCEEDS

2
DESCRIPTION OF NOTES

S-16
RATIO OF EARNINGS TO FIXED CHARGES

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

2
CONSIDERATIONS

S-30
DESCRIPTION OF DEBT WARRANTS

15
UNDERWRITING (CONFLICT OF INTEREST)

S-35
DESCRIPTION OF GUARANTEES OF DEBT SECURITIES

16
OFFERING RESTRICTIONS

S-38
PLAN OF DISTRIBUTION

17
DOCUMENTS INCORPORATED BY REFERENCE

S-41
LEGAL MATTERS

17
LEGAL MATTERS

S-41
EXPERTS

17
EXPERTS

S-42

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.
Notice to Prospective Investors in the European Economic Area
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FINAL PROSPECTUS SUPPLEMENT
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"). 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

S-i
Table of Contents
Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC 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 Directive 2003/71/EC
(as amended, the "Prospectus Directive"). 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 has been prepared and therefore
offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
MiFID II Product Governance / Professional Investors and ECPs Only Target Market
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the notes has led to the
conclusion that: (i) the target market for the notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels
for distribution of the notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending
the notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
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.
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 (including any amendment thereto) contains a misrepresentation,

S-ii
Table of Contents
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-iii
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FINAL PROSPECTUS SUPPLEMENT
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 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; references to ""
and "euro" are to the currency introduced at the third stage of the European Economic and Monetary Union pursuant to the Treaty establishing the
European Union as amended from time to time; and references to "CAD $" and "CAD" are to the currency of Canada. 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.
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 Virginia holding company incorporated 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; and UST LLC, which through its wholly-owned subsidiaries,
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FINAL PROSPECTUS SUPPLEMENT
including U.S. Smokeless Tobacco Company LLC and Ste. Michelle Wine Estates Ltd., or Ste. Michelle, is engaged in the manufacture and sale of
smokeless tobacco products and wine. Our other operating companies include Philip Morris Capital Corporation, which maintains a portfolio of
finance assets, substantially all of which are leveraged leases, and Nu Mark LLC, both of which are wholly-owned subsidiaries. In December 2018,
we announced the decision to refocus our innovative product efforts, which includes the discontinuation of production and distribution of all
MarkTen® and Green Smoke® evapor

products. Prior to that time, Nu Mark LLC was engaged in the manufacture and sale of innovative tobacco
products. 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.
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 December 31, 2018, our principal 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 an approximate 10.1% ownership of Anheuser-Busch InBev SA/NV, or AB InBev, and a 35% economic interest in
JUUL Labs, Inc., or JUUL (see "Summary--Recent Developments--JUUL Investment"), in each case, at December 31, 2018.
The brand portfolios of our tobacco operating companies include Marlboro®, Black & Mild®, Copenhagen® and Skoal®. Ste. Michelle produces
and markets premium wines sold under various labels, including Chateau Ste. Michelle®, Columbia Crest®, 14 Hands® and Stag's Leap Wine
CellarsTM, and it imports and markets Antinori®, Champagne Nicolas FeuillatteTM, Torres® and Villa Maria EstateTM products in the United States.
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.
Recent Developments
Cronos Investment
On December 7, 2018, we entered into an agreement to purchase, through a subsidiary, approximately 146.2 million newly issued common
shares of Cronos Group Inc., or Cronos, a global cannabinoid company headquartered in Toronto, Canada (the "Cronos transaction"). We expect the
transaction to close in the first half of 2019. Upon completion of the Cronos transaction, we will own an approximate 45% equity interest in Cronos.
The purchase price for the approximate 45% equity interest is approximately CAD $2.4 billion (approximately $1.8 billion, based on the CAD to U.S.
dollar exchange rate on January 25, 2019), to be paid on the date of the closing of the transaction. Additionally, the agreement includes a warrant to
purchase up to an additional approximately 72.2 million common shares of Cronos at a per share exercise price of CAD $19.00. Upon full exercise of
the warrant, which expires four years after issuance, we would own approximately 55% of the

S-3
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outstanding common shares of Cronos. The exercise price for the warrant is approximately CAD $1.4 billion (approximately $1.0 billion, based on the
CAD to U.S. dollar exchange rate on January 25, 2019). We believe this investment will position us to participate in the emerging global cannabis
sector and also create a new growth opportunity in a category adjacent to our core tobacco business. We caution you that we may not realize the
expected benefits of the Cronos transaction.
As a part of the agreement, upon completion of the Cronos transaction and so long as we continue to hold at least 40% of the outstanding
common shares of Cronos, we will have the right to nominate four directors, including one independent director, to serve on Cronos' board of
directors, which will be expanded from five to seven directors. In the event we no longer hold 40% of the outstanding common shares of Cronos, but
hold more than 10%, we will be entitled to nominate a number of directors that represents our then-proportionate share of the number of directors
comprising Cronos' board of directors.
We expect to account for our investment in Cronos under the equity method of accounting. The completion of the Cronos transaction is subject
to certain customary closing conditions, including approval of Cronos shareholders and receipt of regulatory approvals. We submitted our application
for regulatory review under the Investment Canada Act in late December of 2018 and Cronos' shareholders are scheduled to vote on the transaction on
February 21, 2019.
JUUL Investment
On December 20, 2018, we entered into an agreement with JUUL, the U.S. leader in e-vapor, pursuant to which we, through a wholly-owned
subsidiary, purchased shares of JUUL's non-voting class C-1 common stock for a price of $12.8 billion (the "JUUL transaction"), which will convert
automatically to shares of JUUL's voting class C common stock if and when antitrust clearance is obtained. In addition, we received a security
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FINAL PROSPECTUS SUPPLEMENT
convertible into additional shares of JUUL's class C-1 non-voting common stock or class C voting common stock, as applicable, for no additional
payment upon settlement or exercise of certain JUUL convertible securities. As a result of the JUUL transaction, we own 35% of the issued and
outstanding capital stock of JUUL. Upon conversion of our non-voting common stock to voting common stock, except to the extent that our
percentage ownership has decreased, we will have the right to designate one-third of the members of the JUUL board of directors, subject to
proportionate downward adjustment if our percentage ownership falls below 30%. We received a broad preemptive right to purchase JUUL shares to
maintain our ownership percentage and are subject to a standstill restriction under which we may not acquire additional JUUL shares above our 35%
interest. We also agreed not to sell or transfer any JUUL common shares for six years from December 20, 2018.
We believe that investing in the leading U.S. e-vapor company better positions us with adult smokers interested in alternatives and provides
exposure to international growth plans. We caution you that we may not realize the expected benefits of the JUUL transaction. See "Risk Factors--
Risks Related to Our Investment in JUUL."
On February 4, 2019, we filed our application for antitrust clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended. Upon receipt of anti-trust clearance, our non-voting common stock converts to voting common stock, at which point we expect to account
for our investment in JUUL under the equity method of accounting.
In connection with the JUUL transaction, we also entered into a services agreement with JUUL pursuant to which we agreed to provide JUUL
with certain commercial services, as requested by JUUL, for an initial term of six years. Among other things, we may provide services to JUUL with
respect to logistics and distribution, access to retail shelf space, youth vaping prevention, cigarette pack inserts and onserts, regulatory matters and

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government affairs. We have also agreed to grant JUUL a non-exclusive, royalty-free perpetual, irrevocable, sublicenseable license to our
non-trademark licensable intellectual property rights in the e-vapor field, subject to the terms and conditions set forth in an intellectual property
license agreement between us and JUUL. We have agreed to non-competition obligations generally requiring that we participate in the e-vapor
business only through JUUL as long as we are supplying JUUL services, which we are committed to doing for at least six years.
Term Loan Agreement
On December 20, 2018, we entered into a term loan agreement, or the Term Loan Agreement, with JPMorgan Chase Bank, N.A., as
administrative agent, and the lenders party thereto, in connection with our investments in Cronos and JUUL. The Term Loan Agreement provides for
borrowings up to an aggregate principal amount of $14.6 billion and is comprised of (i) a $12.8 billion tranche, which we used to finance the JUUL
transaction, and (ii) a $1.8 billion tranche, which is available, subject to certain customary conditions to borrowing, to finance the Cronos transaction
and remains undrawn. At December 31, 2018, our borrowings under the Term Loan Agreement totaled $12.8 billion.
The net proceeds of this offering will be used to prepay outstanding borrowings under our Term Loan Agreement used to finance the JUUL
transaction. Any remaining net proceeds will be used to finance our investment in Cronos and for other general corporate purposes. In addition to the
proceeds from this offering, we have offered, pursuant to a separate prospectus supplement, additional notes denominated in euros at varying
maturities. The euro notes offering launched and priced on February 11, 2019 and is expected to close on February 15, 2019. This prospectus
supplement is not an offer with respect to the euro notes offering and the consummation of this offering is not contingent on the consummation of the
euro notes offering.
Cost Reduction Program
On December 19, 2018, our Board of Directors approved a cost reduction program that we expect will deliver approximately $575 million in
annualized cost savings by the end of 2019. The program includes, among other things, third-party spending reductions across the business and
workforce reductions. We recorded pre-tax charges of $121 million in the fourth quarter of 2018 related to the program.

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The Offering
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FINAL PROSPECTUS SUPPLEMENT
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
$1,000,000,000 aggregate principal amount of 3.490% notes due 2022, maturing
February 14, 2022.

$1,000,000,000 aggregate principal amount of 3.800% notes due 2024, maturing

February 14, 2024.
$1,500,000,000 aggregate principal amount of 4.400% notes due 2026, maturing
February 14, 2026.
$3,000,000,000 aggregate principal amount of 4.800% notes due 2029, maturing
February 14, 2029.
$2,000,000,000 aggregate principal amount of 5.800% notes due 2039, maturing
February 14, 2039.
$2,500,000,000 aggregate principal amount of 5.950% notes due 2049, maturing
February 14, 2049.
$500,000,000 aggregate principal amount of 6.200% notes due 2059, maturing February 14,
2059.

Interest Rate
The notes due 2022 will bear interest from February 14, 2019 at the rate of 3.490% per
annum.

The notes due 2024 will bear interest from February 14, 2019 at the rate of 3.800% per

annum.

The notes due 2026 will bear interest from February 14, 2019 at the rate of 4.400% per

annum.

The notes due 2029 will bear interest from February 14, 2019 at the rate of 4.800% per

annum.

The notes due 2039 will bear interest from February 14, 2019 at the rate of 5.800% per

annum.

The notes due 2049 will bear interest from February 14, 2019 at the rate of 5.950% per

annum.

The notes due 2059 will bear interest from February 14, 2019 at the rate of 6.200% per

annum.

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Interest Payment Dates
For the notes due 2022, February 14 and August 14 of each year, beginning August 14, 2019.

For the notes due 2024, February 14 and August 14 of each year, beginning August 14, 2019.
For the notes due 2026, February 14 and August 14 of each year, beginning August 14, 2019.
For the notes due 2029, February 14 and August 14 of each year, beginning August 14, 2019.
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For the notes due 2039, February 14 and August 14 of each year, beginning August 14, 2019.
For the notes due 2049, February 14 and August 14 of each year, beginning August 14, 2019.
For the notes due 2059, February 14 and August 14 of each year, beginning August 14, 2019.

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 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."

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Optional Redemption
At any time, we may, at our option, redeem the notes due 2022, 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 2022 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.

Prior to January 14, 2024 (the date that is one month prior to the scheduled maturity date for
the notes due 2024), we may, at our option, redeem the notes due 2024, 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 2024 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 January 14, 2024 (the date that is one month prior to the scheduled maturity date
for the notes due 2024), we may, at our option, redeem the notes due 2024, 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 2024 to be redeemed plus accrued and unpaid interest, if any,
thereon to, but excluding, the redemption date.

Prior to December 14, 2025 (the date that is two months prior to the scheduled maturity date
for the notes due 2026), we may, at our option, redeem the notes due 2026, 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 2026 to be redeemed or a "make-whole" amount, plus in
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FINAL PROSPECTUS SUPPLEMENT
either case, accrued and unpaid interest, if any, thereon to, but excluding, the redemption
date.

On or after December 14, 2025 (the date that is two months prior to the scheduled maturity
date for the notes due 2026), we may, at our option, redeem the notes due 2026, 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 2026 to be redeemed plus accrued and unpaid interest, if any,
thereon to, but excluding, the redemption date.
Prior to November 14, 2028 (the date that is three months prior to the scheduled maturity
date for the notes due 2029), we may, at our option, redeem the notes due 2029, 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 2029 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 14, 2028 (the date that is three months prior to the scheduled maturity

date for the notes due 2029), we may, at our option, redeem the notes due 2029, in whole at
any time or in part from time to time at a redemption price equal to 100% of the principal

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amount of the notes due 2029 to be redeemed plus accrued and unpaid interest, if any,

thereon to, but excluding, the redemption date.

Prior to August 14, 2038 (the date that is six months prior to the scheduled maturity date for
the notes due 2039), we may, at our option, redeem the notes due 2039, 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 2039 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 August 14, 2038 (the date that is six months prior to the scheduled maturity date
for the notes due 2039), we may, at our option, redeem the notes due 2039, 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 2039 to be redeemed plus accrued and unpaid interest, if any,
thereon to, but excluding, the redemption date.
Prior to August 14, 2048 (the date that is six months prior to the scheduled maturity date for
the notes due 2049), we may, at our option, redeem the notes due 2049, 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 2049 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 August 14, 2048 (the date that is six months prior to the scheduled maturity date
for the notes due 2049), we may, at our option, redeem the notes due 2049, 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 2049 to be redeemed plus accrued and unpaid interest, if any,
thereon to, but excluding, the redemption date.
Prior to August 14, 2058 (the date that is six months prior to the scheduled maturity date for
the notes due 2059), we may, at our option, redeem the notes due 2059, 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 2059 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.
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FINAL PROSPECTUS SUPPLEMENT

On or after August 14, 2058 (the date that is six months prior to the scheduled maturity date
for the notes due 2059), we may, at our option, redeem the notes due 2059, 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 2059 to be redeemed plus accrued and unpaid interest, if any,
thereon to, but excluding, the redemption date. See "Description of Notes--Optional
Redemption."

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."

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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 (before expenses) from this offering of approximately
$11,391,915,000. We intend to use the net proceeds (after expenses) from this offering to
prepay outstanding borrowings under our Term Loan Agreement used to finance the JUUL
transaction. Any remaining net proceeds will be used to finance our investment in Cronos
and for other general corporate purposes.

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.

Conflict of Interest
Certain affiliates of the underwriters will receive at least 5% of the net proceeds of this
offering in connection with the repayment of our outstanding amounts under the Term Loan
Agreement. See "Use of Proceeds." Accordingly, this offering is being made in compliance
with the requirements of FINRA Rule 5121. In accordance with that rule, no "qualified
independent underwriter" is required because the securities will be rated investment grade.

Governing Law
State of New York.

Risk Factors
Investing in the notes involves risks. See "Risk Factors" beginning on page S-11 for a
discussion of the factors you should consider carefully before deciding to invest in the notes.

Trustee
Deutsche Bank Trust Company Americas.

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Document Outline

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