Obligation Philip Morris Global 3.25% ( US718172BM02 ) en USD

Philip Morris Global

99.673 % ▼

Etats-unis

US718172BM02 ( en USD )

3.25% par an ( paiement semestriel )

09/11/2024 - Obligation échue

Prospectus brochure de l'obligation Philip Morris International US718172BM02 en USD 3.25%, échue

718172BM0

A- ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

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 : US718172BM02, CUSIP : 718172BM0), émise aux États-Unis en dollars américains, avec un taux d'intérêt de 3,25%, échéance le 09/11/2024, fréquence de paiement semestrielle, cotée 99,673% avant remboursement à maturité, a été notée A- par Standard & Poor's et A2 par Moody's.

Final Prospectus Supplement
424B2 1 d811976d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-194059
CALCULATION OF REGISTRATION FEE

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

Registered

Per Unit

Offering Price

Fee(1)(2)
1.250% Notes due November 9, 2017

$500,000,000

99.722%

$498,610,000

$57,938.48
3.250% Notes due November 10, 2024

$750,000,000

98.771%

$740,782,500

$86,078.93
4.250% Notes due November 10, 2044

$750,000,000

97.271%

$729,532,500

$84,771.68

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. The total registration fee due for this offering is
$228,789.09.
(2)
Paid herewith.
Table of Contents
Prospectus Supplement to Prospectus dated February 21, 2014
Philip Morris International Inc.

$500,000,000 1.250% Notes due 2017
$750,000,000 3.250% Notes due 2024
$750,000,000 4.250% Notes due 2044

The notes due 2017 will mature on November 9, 2017, the notes due 2024 will mature on November 10, 2024 and the notes due 2044 will
mature on November 10, 2044. Interest on the notes due 2017 is payable semiannually on May 9 and November 9 of each year, beginning May 9,
2015. Interest on the notes due 2024 is payable semiannually on May 10 and November 10 of each year, beginning May 10, 2015. Interest on the
notes due 2044 is payable semiannually on May 10 and November 10 of each year, beginning May 10, 2015. 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 S-5 of this prospectus supplement.
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.

Public
Underwriting
Proceeds to Us

Offering Price

Discount

(before expenses)

Per
Per
Per

Note

Total

Note

Total

Note

Total

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Final Prospectus Supplement
1.250% Notes due 2017
99.722%
$498,610,000 0.200% $1,000,000 99.522% $497,610,000
3.250% Notes due 2024
98.771%
$740,782,500 0.450% $3,375,000 98.321% $737,407,500
4.250% Notes due 2044
97.271%
$729,532,500 0.750% $5,625,000 96.521% $723,907,500
The public offering prices set forth above do not include accrued interest. Interest on the notes of each series will accrue from November 10,
2014.

The underwriters expect to deliver the notes of each series 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 10, 2014.
Joint Book-Running Managers

Citigroup

Deutsche Bank Securities

HSBC

J.P. Morgan
Co-Managers

Banca IMI

BBVA

ING
Santander
UBS Investment Bank
Prospectus Supplement dated November 3, 2014
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 REFERENCE

ii
SUMMARY OF THE OFFERING

S-3
FORWARD-LOOKING AND CAUTIONARY
RISK FACTORS

S-5
STATEMENTS

iii
THE COMPANY

S-6
THE COMPANY

1
USE OF PROCEEDS

S-7
RISK FACTORS

1
RATIOS OF EARNINGS TO FIXED CHARGES

S-7
USE OF PROCEEDS

1
SUMMARY OF SELECTED HISTORICAL FINANCIAL
RATIOS OF EARNINGS TO FIXED CHARGES

2
DATA

S-8
DESCRIPTION OF DEBT SECURITIES
DESCRIPTION OF NOTES

2

S-9
DESCRIPTION OF DEBT WARRANTS
CERTAIN U.S. FEDERAL INCOME TAX

14
CONSIDERATIONS
PLAN OF DISTRIBUTION

16

S-16
UNDERWRITING
LEGAL MATTERS

S-21

16
OFFERING RESTRICTIONS
EXPERTS

S-23

16
DOCUMENTS INCORPORATED BY REFERENCE

S-25
LEGAL MATTERS

S-25
EXPERTS

S-25

We have not, and the underwriters have not, authorized anyone to provide you with any information other than that contained or
incorporated by reference in this prospectus supplement, any related free writing prospectus and the attached prospectus. We take no
responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. 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 related free writing prospectus or the attached prospectus, regardless of the time of delivery of
such document or any sale of securities offered hereby or thereby, 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.
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Final Prospectus Supplement

In connection with the issuance of the notes, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA)
Inc. and J.P. Morgan Securities LLC 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, HSBC Securities (USA) 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.

i
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.
Notice to Prospective Investors in the European Economic Area
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 (the "EEA") 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 produce a
prospectus for offers of notes. Accordingly, any person making or intending to make any offer in that Relevant Member State of notes which are
the subject of the offering contemplated by this prospectus supplement and the attached prospectus may only do so in circumstances in which no
obligation arises for us or any of the underwriters to produce 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.
Notice to Prospective Investors in the United Kingdom
This prospectus supplement and attached prospectus are only being distributed to, and are only directed at, persons in the United Kingdom
that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive and that are also (1) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (2) high net worth entities,
and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to
as a "Relevant Person"). This prospectus supplement and attached prospectus and their contents are confidential and should not be distributed,
published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United
Kingdom that is not a Relevant Person should not act or rely on this prospectus supplement and/or attached prospectus or any of their contents.
This prospectus supplement and attached prospectus have not been approved for the purposes of Section 21 of the UK Financial Services and
Markets Act 2000 ("FSMA") by a person authorized under FSMA. This prospectus supplement and the attached prospectus are being distributed
and communicated to persons in the United Kingdom only in circumstances in which Section 21(1) of FSMA does not apply.
The notes are not being offered or sold to any person in the United Kingdom except in circumstances which will not result in an offer of
securities to the public in the United Kingdom within the meaning of Part VI of FSMA.

ii
Table of Contents
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.
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Final Prospectus Supplement
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 "Documents Incorporated by Reference" in this prospectus supplement and "Where You Can Find More Information" in the attached
prospectus, including our Annual Report on Form 10-K for the year ended December 31, 2013 and the portions of our Definitive Proxy Statement
on Schedule 14A filed with the SEC on March 27, 2014 that are incorporated by reference therein, our Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2014, June 30, 2014 and September 30, 2014 and our Current Reports on Form 8-K filed with the SEC on February 6,
2014 (the Item 8.01 Form 8-K only), February 7, 2014, March 3, 2014, March 18, 2014, May 7, 2014, May 8, 2014, May 13, 2014, June 26, 2014
and September 10, 2014.
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.

S-1
Table of Contents
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
We may from time to time make forward-looking statements, including in information included or incorporated by reference in this
prospectus supplement and the attached prospectus. 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.

S-2
Table of Contents
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
$500,000,000 total principal amount of 1.250% notes due 2017, maturing November 9,
2017.

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Final Prospectus Supplement
$750,000,000 total principal amount of 3.250% notes due 2024, maturing November 10,

2024.

$750,000,000 total principal amount of 4.250% notes due 2044, maturing November 10,

2044.

Interest Rates
The notes due 2017 will bear interest from November 10, 2014 at the rate of 1.250% per
annum.

The notes due 2024 will bear interest from November 10, 2014 at the rate of 3.250% per

annum.

The notes due 2044 will bear interest from November 10, 2014 at the rate of 4.250% per

annum.

Interest Payment Dates
For the notes due 2017, May 9 and November 9 of each year, beginning on May 9, 2015.

For the notes due 2024, May 10 and November 10 of each year, beginning on May 10,

2015.

For the notes due 2044, May 10 and November 10 of each year, beginning on May 10,

2015.

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 of each series 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.

S-3
Table of Contents
Use of Proceeds
We will receive net proceeds (before expenses) from this offering of approximately
$1,958,925,000. 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.

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

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Final Prospectus Supplement
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" and the documents incorporated
or deemed to be incorporated by reference herein for a discussion of the factors you
should consider carefully before deciding to invest in the notes.

Trustee
HSBC Bank USA, National Association.

S-4
Table of Contents
RISK FACTORS
You should carefully consider all the information included and incorporated by reference in this prospectus supplement and the
accompanying prospectus before deciding to invest in the notes. In particular, we urge you to consider carefully the factors set forth under
"Forward-Looking and Cautionary Statements" in this prospectus supplement and "Risk Factors" in our Annual Report on Form 10-K for the year
ended December 31, 2013 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014, June 30, 2014 and September 30,
2014, which we have incorporated by reference in this prospectus supplement.

S-5
Table of Contents
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, other tobacco products and other nicotine-containing products in markets outside the United States of America. Our products
are sold in more than 180 markets and, in many of these markets, we hold the number one or number two market share position. We have a wide
range of premium, mid-price and low-price brands. Our portfolio comprises both international and local brands.
Our portfolio of international and local brands is led by Marlboro, the world's best selling international cigarette, which accounted for
approximately 33% of our total 2013 shipment volume. Marlboro is complemented in the premium-price category by Merit, Parliament and
Virginia Slims. Our leading mid-price brands are L&M and Chesterfield. Other leading international brands include Bond Street, Lark, Muratti,
Next, Philip Morris and Red & White.
We also own a number of important local cigarette brands, such as Sampoerna, Dji Sam Soe and U Mild in Indonesia, Fortune, Champion
and Hope in the Philippines, Diana in Italy, Optima and Apollo-Soyuz in Russia, Morven Gold in Pakistan, Boston in Colombia, Belmont,
Canadian Classics and Number 7 in Canada, Best and Classic in Serbia, f6 in Germany, Delicados in Mexico, Assos in Greece and Petra in the
Czech Republic and Slovakia. While there are a number of markets where local brands remain important, international brands are expanding their
share in numerous markets. International brands contributed approximately 71% of our shipment volume in 2013.
Our principal executive offices are located at Philip Morris International Inc., 120 Park Avenue, New York, New York 10017-5579, our
telephone number is +1 (917) 663-2000 and our website is www.pmi.com. The information contained in, or that can be accessed through, our
website is not a part of this prospectus supplement or the attached prospectus.

S-6
Table of Contents
USE OF PROCEEDS
We will receive net proceeds (before expenses) from this offering of approximately $1,958,925,000. We intend to add the net proceeds to our
general funds, which may be used:

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Final Prospectus Supplement

· 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.
RATIOS 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
September

30,

Years Ended December 31,

2014

2013
2012
2011
2010
2009
Ratios of earnings to fixed charges

9.8 11.3 12.7 13.0 10.7 10.2
Earnings available for fixed charges represent earnings before income taxes and fixed charges excluding capitalized interest, net of
amortization. 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.

S-7
Table of Contents
SUMMARY OF SELECTED HISTORICAL FINANCIAL DATA
The following table presents our summary of 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 Annual Report on Form 10-K for the year
ended December 31, 2013 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014, June 30, 2014 and September 30,
2014, which we have incorporated by reference in this prospectus supplement.
The summary of selected historical financial data is not necessarily indicative of our future performance.

Year Ended
Nine Months Ended

December 31,

September 30,

2012
2013
2013
2014

(in millions except per share amounts)

Consolidated Statement of Earnings Data:

Net revenues

$77,393
$80,029
$59,639
$
60,165
Cost of sales

10,373
10,410
7,808

7,804
Excise taxes on products

46,016
48,812
36,211

37,595

Gross profit

21,004
20,807
15,620

14,766
Marketing, administration and research costs

6,961
6,890
5,214

5,026
Asset impairment and exit costs

83

309

8

503
Amortization of intangibles

97

93

71

67

Operating income

13,863
13,515
10,327

9,170
Interest expense, net

859

973

721

789

Earnings before income taxes

13,004
12,542
9,606

8,381
Provision for income taxes

3,833
3,670
2,777

2,446
Equity (income)/loss in unconsolidated subsidiaries, net

17

22

15

(74)

Net earnings

9,154
8,850
6,814

6,009
Net earnings attributable to noncontrolling interests

354

274

225

128

Net earnings attributable to PMI

$ 8,800
$ 8,576
$ 6,589
$
5,881

Earnings Per Share Data:

Basic earnings per share

$
5.17
$
5.26
$
4.02
$
3.73
Diluted earnings per share

$
5.17
$
5.26
$
4.02
$
3.73
As of
As of

December 31,

September 30

2012
2013

2014

(in millions)

(in millions)
Balance Sheet Data:

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Final Prospectus Supplement
Cash and cash equivalents

$ 2,983
$ 2,154

$
2,043
Receivables

3,589
3,853

3,785
Inventories

8,949
9,846

7,979
Deferred income taxes

450

502

381
Other current assets

619

497

573

Total current assets

16,590
16,852

14,761
Property, plant and equipment, at cost

13,879
13,957

13,361
Less accumulated depreciation

7,234
7,202

7,088

6,645
6,755

6,273
Goodwill

9,900
8,893

8,707
Other intangible assets, net

3,619
3,193

3,134
Investments in unconsolidated subsidiaries

24
1,536

1,371
Other assets

892

939

1,155

Total assets

$37,670
$38,168

$
35,401

Short-term borrowings

2,419
2,400

2,091
Current portion of long-term debt

2,781
1,255

1,357
Accounts payable

1,103
1,274

1,255
Other current liabilities

10,713
12,137

10,414
Long-term debt

17,639
24,023

25,395
Deferred income taxes

1,875
1,477

1,709
Employment costs

2,574
1,313

1,250
Other liabilities

419

563

607
Redeemable noncontrolling interest

1,301

--

--
Stockholders' deficit

(3,154)
(6,274)

(8,677)

Total liabilities and stockholders' (deficit) equity

$37,670
$38,168

$
35,401

S-8
Table of Contents
DESCRIPTION OF NOTES
The following description of the particular terms of the notes, which we refer to as the "notes," supplements the description of the general
terms and provisions of the debt securities set forth under "Description of Debt Securities" beginning on page 2 in the attached prospectus. The
attached prospectus contains a detailed summary of additional provisions of the notes and of the indenture, dated as of April 25, 2008, between
Philip Morris International Inc. and HSBC Bank USA, National Association, as trustee, under which the notes will be issued. The following
description supersedes the description of the debt securities in the attached prospectus, to the extent of any inconsistency. Terms used in this
prospectus supplement that are otherwise not defined will have the meanings given to them in the attached prospectus.
Certain Terms of the 1.250% Notes due 2017
The notes due 2017 are a series of debt securities described in the attached prospectus, which will be senior debt securities, will be initially
issued in the aggregate principal amount of $500,000,000 and will mature on November 9, 2017.
The notes due 2017 will bear interest at the rate of 1.250% per annum from November 10, 2014, payable semiannually in arrears on May 9
and November 9 of each year, commencing May 9, 2015, to the persons in whose names the notes due 2017 are registered at the close of business
on the preceding April 25 or October 25, each a record date, as the case may be.
Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.
Certain Terms of the 3.250% Notes due 2024
The notes due 2024 are a series of debt securities described in the attached prospectus, which will be senior debt securities, will be initially
issued in the aggregate principal amount of $750,000,000 and will mature on November 10, 2024.
The notes due 2024 will bear interest at the rate of 3.250% per annum from November 10, 2014, payable semiannually in arrears on May 10
and November 10 of each year, commencing May 10, 2015, to the persons in whose names the notes due 2024 are registered at the close of
business on the preceding April 26 or October 26, each a record date, as the case may be.
Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.
Certain Terms of the 4.250% Notes due 2044
The notes due 2044 are a series of debt securities described in the attached prospectus, which will be senior debt securities, will be initially
issued in the aggregate principal amount of $750,000,000 and will mature on November 10, 2044.
The notes due 2044 will bear interest at the rate of 4.250% per annum from November 10, 2014, payable semiannually in arrears on May 10
and November 10 of each year, commencing May 10, 2015, to the persons in whose names the notes due 2044 are registered at the close of
business on the preceding April 26 or October 26, each a record date, as the case may be.
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Final Prospectus Supplement
Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.
General
In some circumstances, we may elect to discharge our obligations on the notes through full defeasance or covenant defeasance. See
"Description of Debt Securities--Defeasance" beginning on page 10 of the attached prospectus for more information about how we may do this.

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We may, without the consent of the holders of the notes, issue additional notes having the same ranking and the same interest rate, maturity
and other terms as the notes, except for the public offering price and issue date. Any additional notes having such similar terms, together with the
applicable notes, will constitute a single series of notes under the indenture. No additional notes may be issued if an event of default has occurred
with respect to the applicable series of notes.
The notes will not be entitled to any sinking fund.
Book-Entry Notes
We have obtained the information in this section concerning DTC, Clearstream and Euroclear, and the book-entry system and procedures
from sources that we believe to be reliable, but we take no responsibility for the accuracy of this information.
The notes will be offered and sold in principal amounts of $2,000 and integral multiples of $1,000 in excess thereof. We will issue the notes
of each series in the form of one or more permanent global notes in fully registered, book-entry form, which we refer to as the "global notes." Each
such global note will be deposited with, or on behalf of, DTC or any successor thereto, as depositary, or Depositary, and registered in the name of
Cede & Co. (as nominee of DTC). Unless and until it is exchanged in whole or in part for notes in definitive form, no global note may be
transferred except as a whole by the Depositary to a nominee of such Depositary. Investors may elect to hold interests in the global notes through
either the Depositary (in the United States) or through Clearstream or Euroclear, if they are participants in such systems, or indirectly through
organizations that are participants in such systems. Clearstream and Euroclear will hold interests on behalf of their participants through customers'
securities accounts in Clearstream's and Euroclear's names on the books of their respective depositaries, which in turn will hold such interests in
customers' securities accounts in the depositaries' names on the books of DTC.
DTC advises that it is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the
meaning of New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered pursuant to the provision of Section 17A of the Securities Exchange Act of 1934, as
amended, or the Exchange Act. DTC holds securities that its participants, or DTC Participants, deposit with DTC. DTC also facilitates settlement
of securities transactions among the DTC Participants, such as transfers and pledges in deposited securities through electronic computerized book-
entry changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of securities certificates.
Direct DTC Participants, or DTC Direct Participants, include securities brokers and dealers, banks, trust companies, clearing corporations and
certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation, which is owned by the users of its
regulated subsidiaries. Access to DTC's book-entry system is also available to others, such as banks, securities brokers and dealers that clear
through or maintain a custodial relationship with a DTC Direct Participant, either directly or indirectly (we refer to the latter as DTC Indirect
Participants).
Purchases of the notes under DTC's book-entry system must be made by or through DTC Direct Participants, which will receive a credit for
the notes on DTC's records. The ownership interest of each actual purchaser of the notes, which we refer to as the "beneficial owner," is in turn to
be recorded on the DTC Participants' records. Beneficial owners will not receive written confirmation from DTC of their purchase, but beneficial
owners are expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings from the
DTC Direct or DTC Indirect Participant through which the beneficial owner entered into the transaction. Transfers of ownership interests in the
global notes will be effected only through entries made on the books of DTC Participants acting on behalf of beneficial owners. Beneficial owners
will not receive certificates representing their ownership interests in the global notes, except in the event that use of the book-entry system for the
notes is discontinued.

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Final Prospectus Supplement
Upon the issuance of a registered global note, DTC will credit, on its book-entry registration and transfer system, the DTC Participants'
accounts with the respective principal or face amounts of the relevant series of notes beneficially owned by the DTC Participants. Any dealers,
underwriters or agents participating in the distribution of the notes will designate the accounts to be credited. Ownership of beneficial interests in a
registered global note will be shown on, and the transfer of ownership interests will be effected only through, records maintained by DTC, with
respect to interests of DTC Participants, and on the records of DTC Participants, with respect to interests of persons holding through DTC
Participants.
To facilitate subsequent transfers, all global notes deposited by DTC Direct Participants with DTC are registered in the name of DTC's
partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of the global notes
with DTC and their registration in the name of Cede & Co. or such other nominee effect no change in beneficial ownership. DTC has no
knowledge of the actual beneficial owners of the notes; DTC's records reflect only the identity of the DTC Direct Participants to whose accounts
such notes are credited, which may or may not be the beneficial owners. The DTC Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
So long as DTC, or its nominee, is the registered owner of a registered global note, DTC or its nominee, as the case may be, will be
considered the sole owner or holder of the relevant series of notes represented by the global note for all purposes under the indenture. Except as
described below, owners of beneficial interests in a global note will not be entitled to have the book-entry notes represented by the notes registered
in their names, will not receive or be entitled to receive physical delivery of notes in definitive form and will not be considered the owners or
holders of the notes under the indenture. Accordingly, each person owning a beneficial interest in a global note must rely on the procedures of DTC
for that global note and, if that person is not a DTC Participant, on the procedures of the DTC Participant through which the person owns its
interest, to exercise any rights of a holder under the indenture. The laws of some jurisdictions may require that some purchasers of notes take
physical delivery of these notes in definitive form. Such laws may impair the ability to own, transfer or pledge beneficial interests in a global note.
PMI will make payments due on the notes to Cede & Co. in immediately available funds. DTC's practice upon receipt of any payment of
principal, premium, interest or other distribution of underlying securities or other property to holders on that global note, is to immediately credit
the DTC Participants' accounts in amounts proportionate to their respective beneficial interests in that global note as shown on the records of the
Depositary. Payments by DTC Participants to owners of beneficial interests in a global note held through DTC Participants will be governed by
standing customer instructions and customary practices, as is now the case with the securities held for the accounts of customers registered in
"street name," and will be the responsibility of those DTC Participants. Payment to Cede & Co. is the responsibility of PMI. Disbursement of such
payments to direct participants is the responsibility of Cede & Co. Disbursement of such payments to the beneficial owners is the responsibility of
DTC Direct and DTC Indirect Participants. None of PMI, the trustee or any other agent of ours or any agent of the trustee will have any
responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the global notes or
for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.
Clearstream advises that it is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities for its
participating organizations ("Clearstream Participants") and facilitates the clearance and settlement of securities transactions between Clearstream
Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of
certificates. Clearstream, Luxembourg provides to Clearstream Participants, among other things, services for safekeeping, administration,
clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in
several countries. As a professional depositary, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the
Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream Participants are recognized financial institutions around the
world, including underwriters, securities brokers and dealers, banks, trust companies,

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clearing corporations and certain other organizations and may include the underwriters. Indirect access to Clearstream is also available to others,
such as banks, brokers, dealers and trust companies, that clear through or maintain a custodial relationship with a Clearstream Participant, either
directly or indirectly.
Distributions with respect to the global notes held beneficially through Clearstream will be credited to cash accounts of Clearstream
Participants in accordance with its rules and procedures, to the extent received by the U.S. depositary for Clearstream.
Euroclear advises that it was created in 1968 to hold securities for participants of Euroclear ("Euroclear Participants") and to clear and settle
transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for
physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear includes various other services,
including securities lending and borrowing and interfaces with domestic markets in several countries.
Euroclear is operated by Euroclear Bank S.A./N.V. (the "Euroclear Operator"). All operations are conducted by the Euroclear Operator, and
all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator. Euroclear Participants include
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Document Outline

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