Long-Term Debt

At December 31, 2013 and 2012, Altria Group, Inc.’s long-term debt consisted of the following:



(in millions)	2013		2012
Notes, 2.85% to 10.20%, interest payable semi-annually, due through 2044^(a)	$	14,475	$	13,836
Debenture, 7.75%, interest payable semi-annually, due 2027	42		42
	14,517		13,878
Less current portion of long-term debt	525		1,459
	$	13,992	$	12,419

^(a)Weighted-average coupon interest rate of 5.9% and 7.2% at December 31, 2013 and 2012, respectively.

Aggregate maturities of long-term debt are as follows:



(in millions)	Altria Group, Inc.		UST		Total Long-Term Debt
2014	$	525	$	—	$	525
2015	1,000		—		1,000
2018	1,656		300		1,956
2019	1,144		—		1,144
2021	1,500		—		1,500
Thereafter	8,442		—		8,442

Altria Group, Inc.’s estimate of the fair value of its debt is based on observable market information derived from a third party pricing source and is classified in Level 2 of the fair value hierarchy. The aggregate fair value of Altria Group, Inc.’s total long-term debt at December 31, 2013 and 2012, was $16.1 billion and $17.6 billion, respectively, as compared with its carrying value of $14.5 billion and $13.9 billion, respectively.

▪Altria Group, Inc. Senior Notes: On October 31, 2013, Altria Group, Inc. issued $1.4 billion aggregate principal amount of 4.0% senior unsecured long-term notes due 2024 and $1.8 billion aggregate principal amount of 5.375% senior unsecured long-term notes due 2044. Interest on these notes is payable semi-annually. The net proceeds from the issuance of these senior unsecured notes were added to Altria Group, Inc.’s general funds and were used to repurchase certain of its senior unsecured notes in connection with the 2013 debt tender offer described below and for other general corporate purposes.

On May 2, 2013, Altria Group, Inc. issued $350 million aggregate principal amount of 2.95% senior unsecured long-term notes due 2023 and $650 million aggregate principal amount of 4.50% senior unsecured long-term notes due 2043. Interest on

these notes is payable semi-annually. The net proceeds from the issuance of these senior unsecured notes were added to Altria Group, Inc.’s general funds and were used for general corporate purposes.

The notes of Altria Group, Inc. are senior unsecured obligations and rank equally in right of payment with all of Altria Group, Inc.’s existing and future senior unsecured indebtedness. Upon the occurrence of both (i) a change of control of Altria Group, Inc. and (ii) the notes ceasing to be rated investment grade by each of Moody’s, Standard & Poor’s and Fitch Ratings Ltd. within a specified time period, Altria Group, Inc. will be required to make an offer to purchase the notes at a price equal to 101% of the aggregate principal amount of such notes, plus accrued and unpaid interest to the date of repurchase as and to the extent set forth in the terms of the notes.

With respect to $4,725 million aggregate principal amount of Altria Group, Inc.’s senior unsecured long-term notes issued in 2009 and 2008, the interest rate payable on each series of notes is subject to adjustment from time to time if the rating assigned to the notes of such series by Moody’s or Standard & Poor’s is downgraded (or subsequently upgraded) as and to the extent set forth in the terms of the notes.

During the fourth quarter of 2013, senior unsecured notes issued by Altria Group, Inc. in the aggregate principal amount of $1,459 million matured and were repaid in full.

The obligations of Altria Group, Inc. under the notes are guaranteed by PM USA as further discussed in Note 19. Condensed Consolidating Financial Information.


▪	Debt Tender Offers for Altria Group, Inc. Senior Notes:

During the fourth quarter of 2013 and the third quarter of 2012, Altria Group, Inc. completed debt tender offers to purchase for cash aggregate principal amounts of $2.1 billion and $2.0 billion, respectively, of certain of its senior unsecured notes. Details of these debt tender offers and the associated pre-tax losses on early extinguishment of debt recorded by Altria Group, Inc. were as follows:



(in millions)	2013		2012

Notes Purchased
9.95% Notes due 2038	$	818	$	—
10.20% Notes due 2039	782		—
9.70% Notes due 2018	293		1,151
9.25% Notes due 2019	207		849
Total	$	2,100	$	2,000

Pre-tax Loss On Early Extinguishment of Debt
Debt tender premiums and fees	$	1,054	$	864
Write-off of unamortized debt discounts and debt issuance costs	30		10
Total	$	1,084	$	874