Aug 7 - Standard & Poor's Ratings Services said today that it assigned its 'BBB' senior unsecured debt rating to Richmond, Va.-based Altria Group Inc.'s $1.9 billion 2.85% senior unsecured notes maturing in 2022 and $900 million 4.25% senior unsecured notes due in 2042. We also assigned a preliminary 'BBB' senior unsecured debt rating to Altria's most recent Rule 415 shelf registration. The new notes will be drawn from the company's shelf registration, and are fully and unconditionally guaranteed by Philip Morris USA Inc., a wholly owned subsidiary of Altria. Standard & Poor's expects Altria to use net proceeds from the issuance for the funding of its cash tender offer announced earlier today, tender premiums associated with the offer, and for general corporate purposes. The tender offer is for the purchase of up to $2 billion of outstanding senior unsecured notes. Following the recent repayment of $600 million of debt issued by UST Inc. (which matured in July 2012), we expect the company will maintain credit metrics at or close to current levels through the remainder of 2012. This includes leverage, as measured by the ratio of total debt to EBITDA, in the low-2x area. The 'BBB/A-2' corporate credit rating on Altria remains unchanged, as does the stable_outlook. (For the complete corporate credit rating rationale, see the summary analysis on Altria, published March 29, 2012, on RatingsDirect. RELATED CRITERIA AND RESEARCH -- Methodology And Assumptions: Liquidity Descriptors For Global Corporate Issuers, Sept. 28, 2011 -- Key Credit Factors: Criteria For Rating The Global Branded Nondurable Consumer Products Industry, April 28, 2011 -- Criteria Guidelines For Recovery Ratings On Global Industrial Issuers' Speculative-Grade Debt, Aug. 10, 2009 -- Business Risk/Financial Risk Matrix Expanded, May 27, 2009 -- Corporate Ratings Criteria 2008, April 15, 2008 -- 2008 Corporate Criteria: Rating Each Issue, April 15, 2008 RATINGS LIST Altria Group Inc. Corporate Credit Rating BBB/Stable/A-2 New Ratings Altria Group Inc. Senior Unsecured $1.9 bil 2.85% nts due 2022 BBB $900 mil 4.25% nts due 2042 BBB Complete ratings information is available to subscribers of RatingsDirect on the Global Credit Portal at www.globalcreditportal.com. All ratings affected by this rating action can be found on Standard & Poor's public Web site at www.standardandpoors.com. Use the Ratings search box located in the left column.