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Press release from Business Wire

Altria Announces Consideration for Debt Tender Offer

Monday, August 20, 2012

Altria Announces Consideration for Debt Tender Offer16:31 EDT Monday, August 20, 2012 RICHMOND, Va. (Business Wire) -- Altria Group, Inc. (Altria) (NYSE: MO) today announced the reference yields, total consideration and tender offer consideration for its previously announced cash tender offer for up to $2,000,000,000 aggregate principal amount (the “Tender Cap”) of its senior unsecured notes identified in the table below (the “Notes”). The terms and conditions of the tender offer are described in the Offer to Purchase, dated August 6, 2012, and the related Letter of Transmittal. For Notes that were validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on August 17, 2012 (the “Early Tender Deadline”) and accepted for purchase, the applicable total consideration per $1,000 principal amount of each series of Notes (for each series, the “Total Consideration”) is the price determined as described in the Offer to Purchase intended to result in a yield to maturity (calculated in accordance with standard market practice) equal to the sum of (i) the yield to maturity for the applicable U.S. Treasury Reference Security specified in the table below, calculated based on the bid-side price of such U.S. Treasury Reference Security as of 11:00 a.m., New York City time, today, August 20, 2012 (being the first business day following the Early Tender Deadline), plus (ii) the applicable Fixed Spread specified in the table below. The Total Consideration includes the Early Tender Payment specified in the table below. Holders tendering their Notes after the Early Tender Deadline and at or prior to 12:00 midnight, New York City time, on Friday, August 31, 2012 (the “Expiration Date”), will be eligible to receive only the applicable Tender Offer Consideration, namely the applicable Total Consideration less the Early Tender Payment specified in the table below.                                             Aggregate               AcceptanceMaximumEarlyU.S. TreasuryU.S. TreasuryFixedTotalTender OfferTitle ofCUSIPPriorityPurchaseTenderReferenceReferenceSpreadConsiderationConsiderationSecurities   Number   Level   Sublimit*   Payment**   Security   Yield   (bps)   ***   *** 9.700%   Notes due 0.500% due 2018 02209SAD5 $30 July 31, 2017 0.787% 135 $1,435.83 $1,405.83 1 Not Applicable 9.250%   Notes due 1.750% due 2019   02209SAJ2           $30   May 15, 2022   1.771%   80     $1,421.02   $1,391.02 9.950% 3.125% due Notes due February 15, 2038 02209SAE3 $30 2042 2.894% 235 $1,665.86 $1,635.86 2 $500,000,000 10.200% 3.125% due Notes due February 15, 2039   02209SAH6           $30   2042   2.894%   240     $1,693.62   $1,663.62 *Applies to the aggregate principal amount of Notes with Acceptance Priority Level 2. **Per $1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase. ***Per $1,000 principal amount of Notes. Note: Pursuant to the terms of the tender offer, Altria will not purchase any of the 9.950% Notes due 2038 or the 10.200% Notes due 2039.   In addition, holders whose Notes are purchased in the tender offer will be paid accrued and unpaid interest on their purchased Notes from the applicable last interest payment date up to, but not including, the payment date for such purchased Notes. The payment for Notes accepted for purchase is expected to occur on the first business day after the Expiration Date. Assuming that the tender offer expires on August 31, 2012, and the conditions to the tender offer are satisfied or waived, Altria expects the payment for the purchased Notes to be made on September 4, 2012. Earlier today, Altria announced that the total aggregate principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline was $3,705,501,000, which amount exceeds the Tender Cap. Since Altria will accept for payment only such portion of the tendered Notes that does not result in it purchasing Notes with an aggregate principal amount above the Tender Cap, Altria will purchase a portion of the validly tendered 9.700% Notes due 2018 and 9.250% Notes due 2019 and will not purchase any 9.950% Notes due 2038 or 10.200% Notes due 2039, in accordance with the terms of the tender offer set forth in the Offer to Purchase. Assuming that the conditions to the tender offer are satisfied or waived, tendered 9.700% Notes due 2018 and 9.250% Notes due 2019 will be accepted for purchase on a prorated basis as described in the Offer to Purchase , such that the aggregate principal amount of the Notes accepted in the tender offer equals the Tender Cap. Altria has directed Global Bondholder Services Corporation, the depositary for the tender offer, to promptly return to holders all 9.950% Notes due 2038 and 10.200% Notes due 2039 that were tendered. All 9.700% Notes due 2018 and 9.250% Notes due 2019 tendered and not accepted for purchase will be returned to holders following the Expiration Date in accordance with the terms of the tender offer. The tender offer for the Notes will expire on the Expiration Date, unless extended or earlier terminated by Altria. On August 9, 2012, Altria completed an underwritten public offering of senior unsecured notes in an aggregate principal amount sufficient to satisfy the financing condition described in the Offer to Purchase. The tender offer is subject to the satisfaction or waiver of certain other conditions, as specified in the Offer to Purchase. Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as the lead dealer managers for the tender offer. Investors with questions may contact Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect) and J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-2494 (collect). Global Bondholder Services Corporation is the Information Agent and Depositary and can be contacted at the following numbers: banks and brokers can call (212) 430-3774 (collect), and all others can call (866) 387-1500 (toll-free). This press release is neither an offer to sell nor a solicitation of offers to buy any securities. The tender offer is being made only pursuant to the Offer to Purchase and the related Letter of Transmittal. The tender offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of Altria, the Dealer Managers, the Depositary, the Information Agent, or the trustee for the Notes makes any recommendation in connection with the tender offer. Please refer to the Offer to Purchase and related Letter of Transmittal for a description of offer terms, conditions, disclaimers, and other information applicable to the tender offer. 2012 Full-Year EPS Guidance Based on the Total Consideration described above and the amount of Notes validly tendered by the Early Tender Deadline, Altria is revising its estimate of the previously announced one-time pre-tax charge against 2012 third-quarter reported earnings, reflecting the estimated loss on early extinguishment of debt related to this debt tender offer (the “Estimated Charge”). Altria now expects the Estimated Charge to be approximately $875 million, or $0.28 per share. The final charge may vary to the extent that the amount of Notes validly tendered and not validly withdrawn at or prior to the Expiration Date differs from the amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline. Altria revises its 2012 full-year guidance for reported diluted EPS from a range of $1.96 to $2.00 to a range of $2.01 to $2.05, reflecting the Estimated Charge. The revised forecast reflects estimated total net expenses of $0.18 per share, consisting of the Estimated Charge and asset impairment, exit and implementation costs related to the current cost reduction program, partially offset by SABMiller plc (SABMiller) special items and a Philip Morris Capital Corporation (PMCC) leveraged lease benefit. Altria reaffirms its 2012 full-year guidance for adjusted diluted EPS, which excludes special items shown in Table 1 below, to be in the range of $2.19 to $2.23, representing a growth rate of 7% to 9% from an adjusted diluted EPS base of $2.05 per share in 2011. The factors described in the Forward-Looking and Cautionary Statements section of this release represent continuing risks to this forecast. Reconciliations of full-year adjusted to reported diluted EPS are shown in Table 1 below.   Table 1 - Altria's Full-Year Earnings Per Share Guidance Excluding Special Items   Full Year2012 Guidance     2011   ChangeReported diluted EPS$2.01to$2.05   $1.64   23%to25% Loss on early extinguishment of debt 0.28 — Asset impairment, exit, integration and implementation costs 0.02 0.07 SABMiller special items (0.09 ) 0.03 PMCC leveraged lease (benefit) charge (0.03 ) 0.30 Tax items* — (0.04 ) Tobacco and health judgments     —   0.05   Adjusted diluted EPS   $2.19to$2.23     $2.05     7%to9%* Excludes the tax impact of the PMCC leveraged lease (benefit) charge.Altria's Profile Altria directly or indirectly owns 100% of each of Philip Morris USA Inc. (PM USA), U.S. Smokeless Tobacco Company LLC (USSTC), John Middleton Co. (Middleton), Ste. Michelle Wine Estates Ltd. (Ste. Michelle) and Philip Morris Capital Corporation. Altria holds a continuing economic and voting interest in SABMiller. The brand portfolios of Altria's tobacco operating companies include such well-known names as Marlboro, Copenhagen, Skoal and Black & Mild. Ste. Michelle produces and markets premium wines sold under various labels, including Chateau Ste. Michelle, Columbia Crest and Stag's Leap Wine Cellars, and it exclusively distributes and markets Antinori, Champagne Nicolas Feuillatte and Villa Maria Estate products in the United States. Trademarks and service marks related to Altria referenced in this release are the property of, or licensed by, Altria or its subsidiaries. More information about Altria is available at altria.com. Forward-Looking and Cautionary Statements This press release contains projections of future results and other forward-looking statements that involve a number of risks and uncertainties and are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Important factors that may cause actual results and outcomes to differ materially from those contained in the projections and forward-looking statements included in this press release are described in Altria's publicly filed reports, including its Annual Report on Form 10-K for the year ended December 31, 2011 and its Quarterly Report on Form 10-Q for the period ended June 30, 2012. These factors include the following: Altria's tobacco businesses (PM USA, USSTC and Middleton) being subject to significant competition; changes in adult consumer preferences and demand for their products; fluctuations in raw material availability, quality and cost; reliance on key facilities and suppliers; reliance on critical information systems, many of which are managed by third party service providers; fluctuations in levels of customer inventories; the effects of global, national and local economic and market conditions; changes to income tax laws; legislation, including actual and potential federal and state excise tax increases; increasing marketing and regulatory restrictions; the effects of price increases related to excise tax increases and concluded tobacco litigation settlements on trade inventories, consumption rates and consumer preferences within price segments; health concerns relating to the use of tobacco products and exposure to environmental tobacco smoke; privately imposed smoking restrictions; and, from time to time, governmental investigations. Furthermore, the results of Altria's tobacco businesses are dependent upon their continued ability to promote brand equity successfully; to anticipate and respond to evolving adult consumer preferences; to develop new products and markets within and potentially outside the United States; to broaden brand portfolios in order to compete effectively; and to improve productivity. Altria and its tobacco businesses are also subject to federal, state and local government regulation, including broad-based regulation of PM USA and USSTC by the U.S. Food and Drug Administration. Altria and its subsidiaries continue to be subject to litigation, including risks associated with adverse jury and judicial determinations, courts reaching conclusions at variance with the companies' understanding of applicable law, bonding requirements in the limited number of jurisdictions that do not limit the dollar amount of appeal bonds and certain challenges to bond cap statutes. Altria cautions that the foregoing list of important factors is not complete and does not undertake to update any forward-looking statements that it may make except as required by applicable law. All subsequent written and oral forward-looking statements attributable to Altria or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements referenced above. Altria Client ServicesInvestor Relations804-484-8222orAltria Client ServicesMedia Relations804-484-8897