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MO > SEC Filings for MO > Form 8-K on 3-Apr-2008All Recent SEC Filings

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Form 8-K for ALTRIA GROUP, INC.


3-Apr-2008

Completion of Acquisition or Disposition of Assets, Financial Statements and E


Item 2.01. Completion of Disposition of Assets.

On March 28, 2008, Altria Group, Inc. ("Altria") completed the spin-off of Philip Morris International Inc. ("PMI") to Altria's stockholders. The distribution of 100% of PMI's outstanding shares owned by Altria was made on March 28, 2008, to Altria stockholders of record as of 5:00 p.m. New York City Time on March 19, 2008, the record date. Each Altria stockholder received one share of PMI for each share of Altria common stock held as of the record date.

In the aggregate, Altria distributed 2,108,901,789 shares of PMI common stock to Altria stockholders. Based on the when issued closing price for PMI common stock on the New York Stock Exchange on March 28, 2008 of $51.06 per share, the aggregate market value of the shares distributed was approximately $107.7 billion. The distribution was structured to be tax free to Altria stockholders for U.S. federal income tax purposes.



Item 9.01. Financial Statements and Exhibits.

(b) Pro forma financial information

Included as Exhibit 99.1 are (i) unaudited pro forma condensed consolidated statements of earnings for the years ended December 31, 2007, 2006 and 2005, that treat the spin-off of PMI as if the distribution and related transactions occurred on January 1, 2005 and (ii) an unaudited pro forma condensed consolidated balance sheet as of December 31, 2007 that gives effect to the spin-off of PMI as if the distribution and related transactions occurred on December 31, 2007.

These unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or the financial position that would have been achieved had the separation of PMI been consummated as of the dates indicated or of the results that may be obtained in the future. These unaudited pro forma condensed consolidated financial statements and the accompanying notes should be read together with Altria's audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2007, and Management's Discussion and Analysis included in Altria's Annual Report on Form 10-K for the year ended December 31, 2007.

(d) Exhibits

99.1 Unaudited Pro Forma Financial Statements including:

(i) Unaudited Pro Forma Condensed Consolidated Statements of Earnings for the Years Ended December 31, 2007, 2006 and 2005; and

(ii) Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2007.


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