Bond Altria Group Inc 5.375% ( US02209SAR40 ) in USD

Altria Group Inc

86.69 % ▼

United States

US02209SAR40 ( in USD )

5.375% per year ( payment 2 times a year)

29/01/2044

Prospectus brochure of the bond Altria Group Inc US02209SAR40 en USD 5.375%, maturity 29/01/2044

2 000 USD

1 800 000 000 USD

02209SAR4

BBB ( Lower medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

31/07/2024 ( In 103 days )

The Bond issued by Altria Group Inc ( United States ) , in USD, with the ISIN code US02209SAR40, pays a coupon of 5.375% per year.
The coupons are paid 2 times per year and the Bond maturity is 29/01/2044

The Bond issued by Altria Group Inc ( United States ) , in USD, with the ISIN code US02209SAR40, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Altria Group Inc ( United States ) , in USD, with the ISIN code US02209SAR40, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/764180/000119312513418371/...
424B2 1 d615581d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-177580
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)
4.000% Notes due January 31, 2024
$1,400,000,000 99.378%

$1,391,292,000 $179,198.41
5.375% Notes due January 31, 2044
$1,800,000,000 99.574%

$1,792,332,000 $230,852.36

(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 $410,050.77.
(2) Paid herewith.
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Prospectus Supplement to Prospectus dated October 28, 2011

$1,400,000,000 4.000% Notes due 2024
$1,800,000,000 5.375% Notes due 2044
Guaranteed by
Philip Morris USA Inc.
The notes due 2024 will mature on January 31, 2024 and the notes due 2044 will mature on January 31, 2044. Interest on the
notes due 2024 is payable semiannually on January 31 and July 31 of each year, beginning July 31, 2014. Interest on the notes due
2044 is payable semiannually on January 31 and July 31 of each year, beginning July 31, 2014. 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 the notes from holders at 101% of the principal amount thereof, plus accrued and unpaid interest, if
any, to the date of repurchase. See "Description of Notes--Repurchase Upon Change of Control Triggering Event."
The notes will 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-6 of this prospectus supplement.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these
securities or determined if this prospectus supplement or the attached prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.

Public
Underwriting
Proceeds to Us

Offering Price

Discount

(before expenses)

Per Note

Total
Per Note

Total
Per Note

Total

4.000% Notes due 2024
99.378% $1,391,292,000 0.650%
$ 9,100,000 98.728% $1,382,192,000
5.375% Notes due 2044
99.574% $1,792,332,000 0.875%
$15,750,000 98.699% $1,776,582,000

Combined Total

$3,183,624,000
$24,850,000
$3,158,774,000

The initial public offering prices set forth above do not include accrued interest. Interest on the notes of each series will accrue
from October 31, 2013.
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 S.A./N.V., as operator of the Euroclear System, against
payment in New York, New York on or about October 31, 2013.
Joint Book-Running Managers

Goldman, Sachs & Co.

Morgan Stanley

RBS

Scotiabank
Senior Co-Managers

Barclays

Citigroup

Credit Suisse

Deutsche Bank Securities

J.P. Morgan
US Bancorp
Co-Managers

Banca IMI

CastleOak Securities, L.P.

HSBC

Loop Capital Markets
Santander

Wells Fargo Securities
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Prospectus Supplement dated October 28, 2013
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TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT
PROSPECTUS

ABOUT THIS PROSPECTUS SUPPLEMENT

S-1 ABOUT THIS PROSPECTUS

i

FORWARD-LOOKING AND CAUTIONARY
WHERE YOU CAN FIND MORE
STATEMENTS

S-2
INFORMATION

i

SUMMARY

S-3 DOCUMENTS INCORPORATED BY
RISK FACTORS

S-6
REFERENCE

i

USE OF PROCEEDS

S-8 FORWARD-LOOKING AND CAUTIONARY
TENDER OFFER

S-8
STATEMENTS

ii
RATIOS OF EARNINGS TO FIXED CHARGES

S-9 THE COMPANY

1
SELECTED HISTORICAL CONSOLIDATED
RISK FACTORS

1
FINANCIAL DATA

S-10
USE OF PROCEEDS

1
DESCRIPTION OF NOTES

S-11
RATIOS OF EARNINGS TO FIXED
CERTAIN U.S. FEDERAL INCOME TAX
CHARGES

2
CONSIDERATIONS

S-21
DESCRIPTION OF DEBT SECURITIES

2
UNDERWRITING

S-26
DESCRIPTION OF DEBT WARRANTS

14
OFFERING RESTRICTIONS

S-28
DESCRIPTION OF GUARANTEES OF DEBT
DOCUMENTS INCORPORATED BY REFERENCE S-30
SECURITIES

15
LEGAL MATTERS

S-30
PLAN OF DISTRIBUTION

17
EXPERTS

S-30
LEGAL MATTERS

17

EXPERTS

17

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. 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.

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Notice to Prospective Investors in the European Economic Area
This prospectus supplement and the attached prospectus have been prepared on the basis that any offer of notes in any Member
State of the European Economic Area (the "EEA") that has implemented the Prospectus Directive (2003/71/EC) (each, a "Relevant
Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member
State, from the requirement to produce a prospectus for offers of notes. Accordingly, any person making or intending to make any offer
in that Relevant Member State of notes which are the subject of the offering contemplated by this prospectus supplement and the
attached prospectus may only do so in circumstances in which no obligation arises for us or any of the underwriters to produce a
prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither we nor the underwriters have
authorized, nor do we or they authorize, the making of any offer of notes in circumstances in which an obligation arises for us or the
underwriters to publish a prospectus for such offer.
Notice to Prospective Investors in the United Kingdom
This prospectus supplement and attached prospectus are only being distributed to, and are only directed at, persons in the United
Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive and that are also
(1) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the "Order") or (2) high net worth entities, and other persons to whom it may lawfully be communicated, falling within
Article 49(2)(a) to (d) of the Order (each such person being referred to as a "Relevant Person"). This prospectus supplement and
attached prospectus and their contents are confidential and should not be distributed, published or reproduced (in whole or in part) or
disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a Relevant Person
should not act or rely on this prospectus supplement and/or attached prospectus or any of their contents.
This prospectus supplement and attached prospectus have not been approved for the purposes of section 21 of the UK Financial
Services and Markets Act 2000 ("FSMA") by a person authorized under FSMA. This prospectus supplement and the attached
prospectus are being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of
FSMA does not apply.
The notes are not being offered or sold to any person in the United Kingdom except in circumstances which will not result in an
offer of securities to the public in the United Kingdom within the meaning of Part VI of FSMA.

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ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement contains the terms of this offering of notes. This prospectus supplement, or the information
incorporated by reference, may add, update or change information in the attached prospectus. If information in this prospectus
supplement, or the information incorporated by reference in this prospectus supplement, is inconsistent with the attached prospectus,
this prospectus supplement, or the information incorporated by reference in this prospectus supplement, will apply and will supersede
that information in the attached prospectus.
It is important for you to read and consider all information contained in this prospectus supplement, the attached prospectus and
any related free writing prospectus in making your investment decision. You should also read and consider the information in the
documents we have referred you to under "Documents Incorporated by Reference" in this prospectus supplement and under "Where
You Can Find More Information" in the attached prospectus.
Trademarks and servicemarks in this prospectus supplement and the attached prospectus appear in bold italic type and are the
property of 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 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," "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 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 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 this prospectus supplement and the documents incorporated by reference. You should understand
that it is not possible to predict or identify all risk factors. Consequently, you should not consider the risks discussed in the prospectus
supplement and the documents incorporated by reference to be a complete discussion of all potential risks or uncertainties. We do not
undertake to update any forward-looking statement that we may make from time to time except as required by applicable law.

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SUMMARY
The Company
We are a Virginia holding company incorporated in 1985. Our direct and indirect wholly-owned subsidiaries include Philip
Morris USA Inc. ("PM USA"), which is engaged in the manufacture and sale of cigarettes and certain smokeless tobacco products
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; and UST LLC, which through its direct and indirect wholly-owned
subsidiaries, including U.S. Smokeless Tobacco Company LLC and Ste. Michelle Wine Estates Ltd. ("Ste. Michelle"), is engaged
in the manufacture and sale of smokeless tobacco products and wine. Nu Mark LLC, our indirect wholly-owned subsidiary, is
engaged in the development and marketing of innovative tobacco products for adult tobacco consumers. Philip Morris Capital
Corporation, our direct wholly-owned subsidiary, maintains a portfolio of leveraged and direct finance leases. In addition, we
held approximately 26.8% of the economic and voting interest of SABMiller plc at September 30, 2013.
The brand portfolios of our tobacco operating companies include Marlboro®, Black & Mild®, Copenhagen®, Skoal® and
MarkTenTM. Ste. Michelle produces and markets premium wines sold under various labels, including Chateau Ste. Michelle®,
Columbia Crest®, 14 Hands® and Stag's Leap Wine Cellars®, and it imports and markets Antinori®, Champagne Nicolas
FeuillatteTM 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.

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The Offering
The following summary contains basic information about the notes and is not intended to be complete. It does not
contain all the information that is important to you. For a more detailed description of the notes and the subsidiary
guarantee, please refer to the section entitled "Description of Notes" in this prospectus supplement and the sections entitled
"Description of Debt Securities" and "Description of Guarantees of Debt Securities" in the attached prospectus.

Issuer
Altria Group, Inc.

Securities Offered
$1,400,000,000 principal amount of 4.000% notes due 2024, maturing January
31, 2024.

$1,800,000,000 principal amount of 5.375% notes due 2044, maturing January

31, 2044.

Interest Rates
The notes due 2024 will bear interest from October 31, 2013 at the rate of
4.000% per annum.

The notes due 2044 will bear interest from October 31, 2013 at the rate of

5.375% per annum.

Interest Payment Dates
For the notes due 2024, January 31 and July 31 of each year, beginning on July
31, 2014.

For the notes due 2044, January 31 and July 31 of each year, beginning on July

31, 2014.

Ranking
The notes will be our senior unsecured obligations. Accordingly, they will rank:

· equal in right of payment to all of our existing and future senior

unsecured indebtedness;

· effectively subordinate to all of our future secured indebtedness, if any,

to the extent of the value of the assets securing that indebtedness;

· effectively subordinate to all existing and future indebtedness and other

liabilities of our non-guarantor subsidiaries, if any (other than
indebtedness and liabilities owed to us); and

· senior in right of payment to all of our future subordinated indebtedness,

if any.

Subsidiary Guarantee
The notes will be guaranteed on a senior unsecured basis by our wholly-owned
subsidiary, PM USA. The guarantee will rank:

· equal in right of payment to all of PM USA's existing and future senior

unsecured indebtedness and guarantees;

· effectively subordinate to all of PM USA's future secured indebtedness,

if any, to the extent of the value of the assets securing such indebtedness;
and

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

indebtedness, if any.

Under certain circumstances, PM USA's guarantee of the notes will be released.

See "Risk Factors--Risks Related to the Offering--Under certain
circumstances, PM USA's guarantee of the notes will be released."

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Repurchase at the Option of Holders Upon
If a change of control triggering event (as defined in "Description of Notes--
Change of Control Triggering Event
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
approximately $3,158,774,000. We intend to use the net proceeds from the
issuance of the notes for the repurchase of our notes accepted for purchase in the
tender offer described under "Tender Offer" in this prospectus supplement, and
other general corporate purposes.

If we do not use the net proceeds immediately, we will temporarily invest them

in short-term, interest-bearing investments.

No Listing
We do not intend to list the notes on any securities exchange or to include them
in any automated quotation system. The notes will be new securities for which
there is currently no public market. See "Risk Factors--Risks Related to the
Offering--There is no public market for the notes, which could limit their
market price or your ability to sell them."

Clearance and Settlement
The notes will be cleared through The Depository Trust Company, or DTC,
including its participants Clearstream Banking, société anonyme, or
Clearstream, and Euroclear Bank S.A./N.V., as operator of the Euroclear
System, or Euroclear.

Governing Law
State of New York.

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

Trustee
Deutsche Bank Trust Company Americas.

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