Obligation Altria Group Inc 10.2% ( US02209SAH67 ) en USD

Altria Group Inc

144.42 % ▼

Etats-unis

US02209SAH67 ( en USD )

10.2% par an ( paiement semestriel )

05/02/2039

Prospectus brochure de l'obligation Altria Group Inc US02209SAH67 en USD 10.2%, échéance 05/02/2039

2 000 USD

225 708 000 USD

02209SAH6

BBB ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

06/02/2025 ( Dans 97 jours )

L'Obligation émise par Altria Group Inc ( Etats-unis ) , en USD, avec le code ISIN US02209SAH67, paye un coupon de 10.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/02/2039

L'Obligation émise par Altria Group Inc ( Etats-unis ) , en USD, avec le code ISIN US02209SAH67, 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 US02209SAH67, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
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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
Maximum Offering
Maximum Aggregate
Amount of
to be Registered

be Registered

Price Per Unit

Offering Price
Registration Fee (1)(2)
7.75% Notes due 2014

$ 525,000,000
99.837%

$ 524,144,250
$20,598.87
9.25% Notes due 2019

$2,200,000,000
99.881%

$2,197,382,000
$86,357.11
10.20% Notes due 2039

$1,500,000,000
99.963%

$1,499,445,000
$58,928.19
(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 $165,884.17.
(2) Paid herewith.
Prospectus Supplement to Prospectus dated November 4, 2008

Altria Group, Inc.
$525,000,000 7.75% Notes due 2014
$2,200,000,000 9.25% Notes due 2019
$1,500,000,000 10.20% Notes due 2039
Guaranteed by
Philip Morris USA Inc.
We will pay interest on each series of notes semiannually on February 6 and August 6 of each year, beginning August 6,
2009. Interest on the notes of each series will be subject to adjustment upon the occurrence of the events discussed under the
caption "Description of Notes--Interest Rate Adjustment." We may not redeem the notes of either series 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 of a series, we will be required
to offer to repurchase such 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 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.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-8 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 7.75% Note due 2014

99.837%
0.600% 99.237%
Total for 7.75% Notes due 2014
$ 524,144,250
$ 3,150,000 $ 520,994,250
Per 9.25% Note due 2019

99.881%
0.650% 99.231%
Total for 9.25% Notes due 2019
$2,197,382,000
$14,300,000 $2,183,082,000
Per 10.20% Note due 2039

99.963%
0.875% 99.088%
Total for 10.20% Notes due 2039
$1,499,445,000
$13,125,000 $1,486,320,000

Combined Total
$4,220,971,250
$30,575,000 $4,190,396,250

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The initial public offering prices set forth above do not include accrued interest. Interest will accrue from February 6,
2009.
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 February 6, 2009.
Joint Book-Running Managers

Barclays Capital
Citi

Deutsche Bank Securities
Goldman, Sachs & Co.
HSBC

J.P. Morgan
Santander Investment
Scotia Capital
Senior Co-Managers

Credit Suisse
U.S. Bancorp Investments, Inc.
Wachovia Securities
Co-Managers

Loop Capital Markets, LLC
The Williams Capital Group, L.P.
Prospectus Supplement dated February 3, 2009
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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 INFORMATION
i
STATEMENTS

S-2
DOCUMENTS INCORPORATED BY
SUMMARY

S-3
REFERENCE

ii
RISK FACTORS

S-8
FORWARD-LOOKING AND CAUTIONARY
USE OF PROCEEDS
S-
STATEMENTS

iii

10
THE COMPANY

1
RATIOS OF EARNINGS TO FIXED CHARGES
S-
RISK FACTORS

1

11
USE OF PROCEEDS

1
CAPITALIZATION
S-
RATIOS OF EARNINGS TO FIXED CHARGES

2

12
DESCRIPTION OF DEBT SECURITIES

2
SELECTED HISTORICAL CONSOLIDATED
S-
DESCRIPTION OF DEBT WARRANTS
15
FINANCIAL DATA

13
DESCRIPTION OF GUARANTEES OF DEBT
UNAUDITED PRO FORMA COMBINED
S-
SECURITIES
17
CONDENSED FINANCIAL INFORMATION
15
PLAN OF DISTRIBUTION
18
DESCRIPTION OF NOTES
S-
LEGAL MATTERS
18

22
EXPERTS
18
CERTAIN U.S. FEDERAL INCOME TAX
S-
CONSIDERATIONS

34
UNDERWRITING
S-

39
OFFERING RESTRICTIONS
S-

41
DOCUMENTS INCORPORATED BY
S-
REFERENCE

43
LEGAL MATTERS
S-

43
EXPERTS
S-

44

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.

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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.
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.
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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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 we face 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 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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SUMMARY
The Company
We are a Virginia holding company incorporated in 1985. Our wholly-owned subsidiaries include Philip Morris
USA Inc., or PM USA, which is engaged in the manufacture and sale of cigarettes and other tobacco products in the
United States, U.S. Smokeless Tobacco Company, which is engaged in the manufacture and sale of moist smokeless
tobacco products, John Middleton Co., which is engaged in the manufacture and sale of machine-made large cigars and
pipe tobacco, and Ste. Michelle Wine Estates Ltd., which is engaged in the production and marketing of wines. The
brand portfolio of our tobacco operating companies includes such well-known names as Marlboro (in the United States
and its possessions and territories), Copenhagen, Skoal and Black & Mild. Philip Morris Capital Corporation, another
wholly-owned subsidiary, maintains a portfolio of leveraged and direct finance leases. In addition, we held a 28.5%
economic and voting interest in SABMiller plc at December 31, 2008.
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
Acquisition of UST Inc.
Effective January 6, 2009, pursuant to the terms of the agreement and plan of merger, as amended, with UST Inc.,
or UST, we acquired all of the outstanding shares of common stock of UST. We refer to this transaction in this
prospectus supplement as our acquisition of UST. Under the terms of the agreement and plan of merger with UST, our
indirect wholly-owned merger subsidiary was merged with and into UST, with UST surviving as our indirect wholly-
owned subsidiary.
In connection with the merger, each outstanding share of UST's common stock, other than those held by Altria,
UST or our merger subsidiary, and other than those shares with respect to which appraisal rights were properly exercised
and not withdrawn, was converted into the right to receive $69.50 in cash, or the per share merger consideration, without
interest and net of any applicable withholding taxes. In addition, each option to purchase UST's common stock that was
outstanding and unexercised immediately prior to the effective time of the merger was cancelled in exchange for the
right to receive the difference between the exercise price for such option and the per share merger consideration, less
applicable taxes required to be withheld. The transaction was valued at approximately $11.7 billion, which included the
assumption of approximately $1.3 billion of UST's outstanding indebtedness.
We used a combination of (1) available cash, which included the net proceeds from the December offering and the
November offering, and (2) borrowings under our 364-day bridge loan agreement to fund the consideration paid in
connection with our acquisition of UST and to pay related transaction expenses. See "--December Offering," "--364-
Day Bridge Loan Agreement" and "--November Offering" below.
December Offering
On December 22, 2008, we issued and sold $775 million aggregate principal amount of 7.125% notes due June
2010, under our existing shelf registration statement. This notes issuance is referred to in this prospectus supplement as
the December offering. The notes issued and sold in the December offering are guaranteed by PM USA.

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364-Day Bridge Loan Agreement
On December 19, 2008, in connection with our acquisition of UST, we entered into a 364-day bridge loan
agreement with the lenders named in such agreement, JPMorgan Chase Bank, N.A. and Goldman Sachs Credit Partners
L.P., as administrative agents, Citicorp North America, Inc., Barclays Bank PLC, Deutsche Bank Securities Inc.,
Santander Investment Securities Inc., HSBC Securities (USA) Inc. and The Bank of Nova Scotia, as syndication agents,
and Citigroup Global Markets Inc., Barclays Bank PLC, Deutsche Bank Securities Inc., Santander Investment Securities
Inc., HSBC Securities (USA) Inc. and The Bank of Nova Scotia, as co-arrangers. This agreement is referred to in this
prospectus supplement as our 364-day bridge loan agreement. In order to finance the acquisition of UST and to pay
related transaction expenses, on January 6, 2009, we borrowed $4.3 billion, the entire amount available under our 364-
day bridge loan agreement. These borrowings bear interest at the initial interest rate of the London interbank offered rate,
or LIBOR, plus the applicable margin, which is based in part on our long-term senior unsecured debt rating. Our 364-day
bridge loan agreement requires prepayment of outstanding borrowings under such agreement in an amount equal to
100% of the net proceeds (after expenses) from any specified capital markets financing transaction (such as this offering)
at the end of the interest period applicable to the outstanding borrowings, which is currently February 6, 2009 (but in any
event, no more than 60 days after the receipt by us of such net proceeds). Accordingly, we will use all of the net proceeds
(after expenses) from this offering to prepay borrowings under our 364-day bridge loan agreement. Our 364-day bridge
loan agreement expires 364 days from the date the UST acquisition was consummated. Our obligations under our 364-
day bridge loan agreement are guaranteed by PM USA.
November Offering
On November 10, 2008, we issued and sold $6.0 billion aggregate principal amount of notes, consisting of $1.4
billion aggregate principal amount of our 8.50% notes due 2013, $3.1 billion aggregate principal amount of our 9.70%
notes due 2018 and $1.5 billion aggregate principal amount of our 9.95% notes due 2038, under our existing shelf
registration statement. This notes issuance is referred to in this prospectus supplement as the November offering. The
notes issued and sold in the November offering are guaranteed by PM USA.
Price Litigation
As described further on page 76 of our Current Report on Form 8-K that we filed with the Securities and Exchange
Commission, or the SEC, on January 29, 2009, the plaintiffs in the Price case, relying on the United States Supreme
Court's December 15, 2008 decision in the Good case, recently filed with the trial court a petition for relief from the
final judgment in that case that was entered in favor of PM USA. We have filed a motion to dismiss and a hearing is
scheduled for February 4, 2009 on our motion. In the event our motion to dismiss is denied, which could occur as soon
as February 4, 2009, we would expect to seek appropriate appellate relief at the appropriate time.

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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
$525,000,000 principal amount of 7.75% notes due 2014, maturing
February 6, 2014.
$2,200,000,000 principal amount of 9.25% notes due 2019, maturing
August 6, 2019.
$1,500,000,000 principal amount of 10.20% notes due 2039, maturing
February 6, 2039.
Interest Rates
The notes due 2014 will bear interest from February 6, 2009 at the rate of
7.75% per annum.
The notes due 2019 will bear interest from February 6, 2009 at the rate of
9.25% per annum.
The notes due 2039 will bear interest from February 6, 2009 at the rate of
10.20% per annum.

Interest Payment Dates
February 6 and August 6 of each year, beginning on August 6, 2009.
Interest Rate Adjustment
The interest rate payable on the notes of a series will be subject to
adjustment from time to time if the rating assigned to the notes of such
series by Moody's Investors Service, Inc., or Moody's, or Standard &
Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.,
or S&P, is downgraded (or subsequently upgraded) as described under
"Description of Notes--Interest Rate Adjustment."
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.

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Subsidiary Guarantee
The notes will be guaranteed on a senior unsecured basis by our wholly-
owned subsidiary, PM USA. The guarantees 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."
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 of each series 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
$4,190,396,250. We will use all of the net proceeds (after expenses) and
available cash to prepay all borrowings that we incurred under our 364-day
bridge loan agreement to finance our acquisition of UST and to pay related
transaction expenses. For more information regarding our acquisition of
UST, see "--The Company--Recent Developments--Acquisition of UST
Inc." and "Use of Proceeds."
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."

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