Obligation Philip Morris Global 6.875% ( US718172AG43 ) en USD

Philip Morris Global

100 % ⇌

Etas-Unis

US718172AG43 ( en USD )

6.875% par an ( paiement semestriel )

17/03/2014 - Obligation échue

Prospectus brochure de l'obligation Philip Morris International US718172AG43 en USD 6.875%, échue

2 000 USD

1 250 000 000 USD

718172AG4

NR

NR

Philip Morris International est une entreprise multinationale de tabac produisant et vendant des cigarettes et des produits de tabac chauffé dans le monde entier, à l'exception des États-Unis.

L'obligation Philip Morris International (ISIN : US718172AG43, CUSIP : 718172AG4), émise aux États-Unis pour un montant total de 1 250 000 000 USD avec un taux d'intérêt de 6,875%, échéant le 17/03/2014, et dont la taille minimale à l'achat était de 2 000 USD, a été intégralement remboursée à échéance à son prix nominal (100%) avec une fréquence de paiement semestrielle, les agences de notation S&P et Moody's n'ayant pas attribué de notation.

Prospectus Supplement
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424B2 1 d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-150449
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
Amount to be
Maximum Offering
Maximum Aggregate
Amount of
of be Registered

Registered

Price Per Unit

Offering Price
Registration Fee (1) (2)
6.875% Notes due 2014
$1,250,000,000

99.512%

$1,243,900,000

$48,885.27
(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933 (the "Securities Act"). The total registration
fee due for this offering is $48,885.27.
(2) Paid herewith.

Prospectus Supplement to Prospectus dated April 25, 2008
Philip Morris International Inc.

$1,250,000,000 6.875% Notes due 2014

Interest on the notes is payable semiannually on March 17 and September 17 of each year, beginning March 17, 2009.
We may not redeem the notes prior to maturity unless specified events occur involving United States taxation. The notes will
be our senior unsecured obligations and will rank equally in right of payment with all of our other senior unsecured
indebtedness from time to time outstanding. The notes will be issued only in denominations of $2,000 and integral multiples
of $1,000 in excess thereof.
Application will be made to have the notes listed on the New York Stock Exchange.
See "Risk Factors" on page 1 of the attached prospectus.
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.

Proceeds to Us

Public Offering Price

Underwriting Discount
(before expenses)

Per Note
Total
Per Note
Total
Per Note
Total
6.875% Notes due 2014
99.512% $1,243,900,000
0.350% $4,375,000 99.162% $1,239,525,000
The public offering prices set forth above do not include accrued interest. Interest on the notes will accrue from
November 17, 2008.

The underwriters expect to deliver the notes to purchasers in book-entry form only through The Depository Trust
Company, or DTC, Clearstream Banking, société anonyme, or Clearstream, or Euroclear Bank S.A./N.V., or Euroclear, on or
about November 17, 2008.

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Joint Book-Running Managers

Citi
Deutsche Bank Securities
Goldman, Sachs & Co.

Co-Managers

BNP PARIBAS

RBS Greenwich Capital
SOCIETE GENERALE

Prospectus Supplement dated November 12, 2008
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Table of Contents
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 INFORMATION
i
STATEMENTS

S-2
DOCUMENTS INCORPORATED BY
SUMMARY OF THE OFFERING

S-3
REFERENCE

ii
THE COMPANY

S-5
FORWARD-LOOKING AND CAUTIONARY
USE OF PROCEEDS

S-6
STATEMENTS

ii
RATIO OF EARNINGS TO FIXED CHARGES
S-6
THE COMPANY

1
SELECTED HISTORICAL FINANCIAL DATA
S-7
RISK FACTORS

1
DESCRIPTION OF NOTES

S-9
USE OF PROCEEDS

2
CERTAIN U.S. FEDERAL INCOME TAX
RATIOS OF EARNINGS TO FIXED CHARGES

2
CONSIDERATIONS
S-16
DESCRIPTION OF DEBT SECURITIES

2
UNDERWRITING
S-21
DESCRIPTION OF DEBT WARRANTS
15
OFFERING RESTRICTIONS
S-23
PLAN OF DISTRIBUTION
16
DOCUMENTS INCORPORATED BY
LEGAL MATTERS
16
REFERENCE
S-25
EXPERTS
16
LEGAL MATTERS
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EXPERTS
S-25

You should rely only on the information contained or incorporated by reference in this prospectus supplement,
any related free writing prospectus and the attached prospectus. We have not, and the underwriters have not,
authorized anyone to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. 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 free writing prospectus or the attached prospectus 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.

In connection with the issuance of the notes, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and
Goldman, Sachs & Co., or their respective affiliates, may over-allot or effect transactions that stabilize or maintain
the market price of the notes at levels higher than that which might otherwise prevail. In any jurisdiction where there
can only be one stabilizing agent, Deutsche Bank Securities Inc. or its affiliates shall effect such transactions. This
stabilizing, if commenced, may be discontinued at any time and will be carried out in compliance with applicable laws,
regulations and rules.

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Table of Contents
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.
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 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 publish a prospectus for offers of notes. Accordingly, any person making or
intending to make an offer of notes within the European Economic Area may only do so in circumstances in which no
obligation arises for us or any of the underwriters to publish 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.
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement contains the terms of this offering of notes. This prospectus supplement, or the information
incorporated by reference in this prospectus supplement, may add, update or change information in the attached prospectus. If
information in this prospectus supplement or the information that is 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 in "Where You Can Find More Information" in the attached
prospectus, including our Registration Statement on Form 10, effective March 7, 2008, our Quarterly Reports on Form 10-Q
for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 and our Current Reports on Form 8-K filed
with the Securities and Exchange Commission, or SEC, on March 31, 2008, May 16, 2008, July 31, 2008, September 8,
2008, October 2, 2008 and November 5, 2008, respectively.
Application will be made to have the notes listed on the New York Stock Exchange. We cannot guarantee that listing
will be obtained.
Trademarks and servicemarks in this prospectus supplement and the attached prospectus appear in bold italic type and
are the property of or licensed by our subsidiaries.
Philip Morris International Inc. is a Virginia holding company incorporated in 1987. Unless otherwise indicated, all
references in this prospectus supplement to "PMI," "us," "our," or "we" refer to Philip Morris International Inc. and its
subsidiaries.
References herein to "$," "dollars" and "U.S. dollars" are to United States dollars, and all financial data included or
incorporated by reference herein 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 contain forward-looking statements. You can identify these forward-looking statements by use of words such as
"strategy," "expects," "continues," "plans," "anticipates," "believes," "will," "estimates," "intends," "projects," "goals,"
"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 inaccurate assumptions. 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 or remain invested in our securities. In connection with the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995, we have identified important factors 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 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 risks discussed
in 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 in the normal course of our
public disclosure obligations.

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SUMMARY OF 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, please refer to the
section entitled "Description of Notes" in this prospectus supplement and the section entitled "Description of Debt
Securities" in the attached prospectus.
Issuer
Philip Morris International Inc.
Securities Offered
$1,250,000,000 total principal amount of 6.875% notes due 2014,
maturing March 17, 2014.
Interest Rates
The notes due 2014 will bear interest from November 17, 2008 at the rate
of 6.875% per annum.
Interest Payment Dates
March 17 and September 17 of each year, beginning on March 17, 2009.
Anticipated Ratings*
Moody's: A2

Standard & Poor's: A

Fitch: A+
Ranking
The notes will be our senior unsecured obligations and will rank equally in
right of payment with all of our existing and future senior unsecured
indebtedness. Because we are a holding company, the notes will
effectively rank junior to any indebtedness or other liabilities of our
subsidiaries. The indenture does not limit the amount of debt or other
liabilities we or our subsidiaries may issue.
Optional Tax Redemption
We may redeem all, but not part, of the notes upon the occurrence of
specified tax events described under the heading "Description of Notes --
Redemption for Tax Reasons" in this prospectus supplement.
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 $1,239,525,000. We intend to add the net proceeds to our
general funds, which may be used:

· to meet our working capital requirements;

· to repurchase our common stock;

· to refinance debt; or

· for general corporate purposes.

If we do not use the net proceeds immediately, we will temporarily invest
them in short-term, interest-bearing obligations.

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Listing
Application will be made to list the notes on the New York Stock
Exchange.

Clearance and Settlement
The notes will be cleared through DTC, Clearstream and Euroclear.
Governing Law
The notes will be governed by the laws of the State of New York.
Risk Factors
Investing in the notes involves risks. See "Risk Factors" on page 1 of the
attached prospectus and the documents incorporated or deemed to be
incorporated by reference herein or therein for a discussion of the factors
you should consider carefully before deciding to invest in the notes.
Trustee
HSBC Bank USA, National Association.
*
Ratings are not a recommendation to purchase, hold or sell the notes, inasmuch as the ratings do not comment as to
market price or suitability for a particular investor. The ratings are based on current information furnished to the
rating agencies by us and information obtained by the rating agencies from other sources. The ratings are only
accurate as of the date hereof and may be changed, superseded or withdrawn as a result of changes in, or
unavailability of, such information, and, therefore, a prospective purchaser should check the current ratings before
purchasing the notes.

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THE COMPANY
We are a Virginia holding company incorporated in 1987. Our subsidiaries and affiliates and their licensees are engaged
in the manufacture and sale of cigarettes and other tobacco products in markets outside of the United States. Prior to
March 28, 2008, we were a wholly-owned subsidiary of Altria Group, Inc., or Altria. On January 30, 2008, the Altria Board
of Directors voted to spin off all shares of our common stock held by Altria on a pro rata basis to its stockholders in a tax-free
distribution. As a result, effective as of the close of business on March 28, 2008, or the distribution date, we became an
independently traded public company. Altria no longer owns any shares of our common stock.
We are the largest (in terms of volume) and most profitable publicly traded tobacco company in the world. With a
shipment volume of 850 billion cigarettes in 2007, our products are sold in approximately 160 countries. In 2007, we held an
estimated 15.6% share of the 5.5 trillion unit, or individual cigarette, international (which term as used in this prospectus
supplement excludes the United States) cigarette market and an estimated 25.2% of the international cigarette market
excluding the People's Republic of China, or PRC. We held a 52.4% share of the international premium price category
(excluding the PRC) in 2007. We estimate that this category represents 24% of total industry unit sales. We are also growing
our share of the below premium price category, which accounted for 76% of industry volume in 2007, and are expanding our
leading position in the American type blend category.
Our strong portfolio of brands is led by Marlboro, with an international volume in 2007 exceeding the combined
volume of the four Global Drive Brands of British American Tobacco plc, as well as the combined volume of the four Global
Focus Brands of Japan Tobacco Inc., our two largest international competitors.
Our principal executive offices are located at 120 Park Avenue, New York, New York 10017, our telephone number is
(917) 663-2000 and our website is www.pmintl.com. The information contained in, or that can be accessed through, our
website is not a part of this prospectus or any prospectus supplement.
Recent Developments
We have learned that the Brazilian Association for the Defense of Consumers' Health (Saudecon) filed a national class
action against Philip Morris Brasil S.A., or PMB, our wholly-owned subsidiary, and Souza Cruz S.A. before the 15th Civil
Court of the City of Porto Alegre, Brazil. Plaintiff purports to represent Brazilian smokers who allegedly are unable to quit
smoking and who lack access to cessation treatment medication. Plaintiff claims that defendants have a duty to provide
cessation treatment assistance to these smokers. Plaintiff is seeking unspecified monetary relief in order to set up a public
fund to purchase cessation medication necessary to treat these smokers for a period of at least two years. Plaintiff asks that
defendants' liability be established according to their market share. PMB has not yet been served with this complaint.
Separately, we have just learned of a development in Brazil in The Smoker Health Defense Association (ADESF) v.
Souza Cruz, S.A. and Philip Morris Marketing S.A. case. This case is disclosed at page 25 of our recent Form 10-Q filed on
November 7, 2008. The Sao Paulo Court of Appeals, in a 3-0 decision, today declared the trial court's decision in favor of
plaintiff null and void, and sent the case back to the trial court for further adjudication.

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USE OF PROCEEDS
We will receive net proceeds (before expenses) from this offering of approximately $1,239,525,000. We intend to add
the net proceeds to our general funds, which may be used:

· to meet our working capital requirements;

· to repurchase our common stock;

· to refinance debt; or

· for general corporate purposes.
If we do not use the net proceeds immediately, we will temporarily invest them in short-term, interest-bearing
obligations.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our historical ratios of earnings available for fixed charges to fixed charges for the periods
indicated. This information should be read in conjunction with the consolidated financial statements and the accompanying
notes incorporated by reference in this prospectus supplement.

Nine Months

Ended

Year Ended December 31,
September 30,

2008
2007 2006 2005 2004 2003
Ratio of earnings to fixed charges

20.0 25.7 19.4 19.6 26.4 29.3
Earnings available for fixed charges represent earnings before income taxes, minority interest and cumulative effect of
accounting change(s) and fixed charges excluding capitalized interest, net of amortization. This amount is also adjusted by
the undistributed earnings/(losses) of our less than 50% owned affiliates. Fixed charges represent interest expense,
amortization of debt discount and expenses and capitalized interest, plus that portion of rental expense estimated to be the
equivalent of interest.

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SELECTED HISTORICAL FINANCIAL DATA
The following table presents our selected historical financial data which have been derived from and should be read
along with, and are qualified in their entirety by reference to, our financial statements and the accompanying notes to those
statements and the section "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our
Registration Statement on Form 10 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 that
we have incorporated by reference in this prospectus supplement. The selected historical financial data for the nine months
ended September 30, 2008 include all adjustments, consisting of normal recurring adjustments, which we consider necessary
for a fair presentation of our results of operations for this period.
The selected historical financial data are not necessarily indicative of our future performance and do not reflect what our
financial position and results of operations would have been had we operated as a stand-alone company during the periods
presented.

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