Obligation Philip Morris Global Inc. 3.375% ( US718172CJ63 ) en USD

Philip Morris Global Inc.

100 % ▲

Etats-unis

US718172CJ63 ( en USD )

3.375% par an ( paiement semestriel )

14/08/2029

Prospectus brochure de l'obligation Philip Morris International Inc US718172CJ63 en USD 3.375%, échéance 14/08/2029

2 000 USD

750 000 000 USD

718172CJ6

A ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

15/08/2025 ( Dans 13 jours )

Philip Morris International Inc. est une entreprise multinationale de tabac qui produit et vend des cigarettes et des produits de tabac sans fumée dans plus de 180 pays, à l'exception des États-Unis.

L'Obligation émise par Philip Morris Global Inc. ( Etats-unis ) , en USD, avec le code ISIN US718172CJ63, paye un coupon de 3.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/08/2029

L'Obligation émise par Philip Morris Global Inc. ( Etats-unis ) , en USD, avec le code ISIN US718172CJ63, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Philip Morris Global Inc. ( Etats-unis ) , en USD, avec le code ISIN US718172CJ63, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
424B2 1 d738415d424b2.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-216046
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)
2.875% Notes due May 1, 2024

$900,000,000

99.447%

$895,023,000

$108,476.79
3.375% Notes due August 15, 2029

$750,000,000

98.667%

$740,002,500

$ 89,688.30

(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
$198,165.09.
(2)
Paid herewith.
Table of Contents

Prospectus Supplement to Prospectus dated February 14, 2017
Philip Morris International Inc.

$900,000,000 2.875% Notes due 2024
$750,000,000 3.375% Notes due 2029

The notes due 2024 will mature on May 1, 2024 and the notes due 2029 will mature on August 15, 2029. Interest on the notes due 2024 is payable
semiannually on May 1 and November 1 of each year, beginning November 1, 2019. Interest on the notes due 2029 is payable semiannually on February 15
and August 15 of each year, beginning August 15, 2019. We may redeem any of the notes due 2024 and the notes due 2029 at the applicable redemption
prices set forth in this prospectus supplement, plus accrued and unpaid interest thereon to, but excluding, the applicable redemption date. See "Description
of Notes--Optional Redemption" of this prospectus supplement. We may also redeem the notes of each series prior to maturity if 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-6 of this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission 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

2.875% Notes due 2024
99.447% $
895,023,000 0.300% $ 2,700,000 99.147% $
892,323,000
3.375% Notes due 2029
98.667% $
740,002,500 0.450% $ 3,375,000 98.217% $
736,627,500
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Final Prospectus Supplement
The public offering prices set forth above do not include accrued interest. Interest on the notes of each series will accrue from May 1, 2019.

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 May 1, 2019.
Joint Book-Running Managers

Citigroup

Goldman Sachs & Co. LLC

HSBC
Mizuho Securities
BBVA

J.P. Morgan

SMBC Nikko

SOCIETE GENERALE
Co-Manager
UBS Investment Bank
Prospectus Supplement dated April 29, 2019
Table of Contents
TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

PROSPECTUS

ABOUT THIS PROSPECTUS SUPPLEMENT

S-1
ABOUT THIS PROSPECTUS

i
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
S-2
WHERE YOU CAN FIND MORE INFORMATION

i
SUMMARY OF THE OFFERING

S-3
DOCUMENTS INCORPORATED BY REFERENCE

ii
RISK FACTORS

S-6
FORWARD-LOOKING AND CAUTIONARY STATEMENTS

iii
THE COMPANY

S-7
THE COMPANY

1
USE OF PROCEEDS

S-8
RISK FACTORS

1
SUMMARY OF SELECTED HISTORICAL FINANCIAL
USE OF PROCEEDS

2
DATA

S-9
RATIOS OF EARNINGS TO FIXED CHARGES

2
DESCRIPTION OF NOTES

S-10
DESCRIPTION OF DEBT SECURITIES

2
CERTAIN U.S. FEDERAL INCOME TAX
DESCRIPTION OF DEBT WARRANTS

14
CONSIDERATIONS

S-19
PLAN OF DISTRIBUTION

17
UNDERWRITING

S-24
LEGAL MATTERS

17
OFFERING RESTRICTIONS

S-26
EXPERTS

17
DOCUMENTS INCORPORATED BY REFERENCE

S-29
LEGAL MATTERS

S-29
EXPERTS

S-29

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.

In connection with the issuance of the notes, BBVA Securities Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, HSBC
Securities (USA) Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, SG Americas Securities, LLC and SMBC Nikko Securities
America, Inc. or their respective affiliates may over-allot or effect transactions that stabilize or maintain the market price of the notes at levels
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Final Prospectus Supplement
higher than that which might otherwise prevail. In any jurisdiction where there can only be one stabilizing agent, Citigroup Global Markets 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.

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. Persons into whose possession this prospectus supplement

i
Table of Contents
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
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined
in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2016/97/EU, where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in
Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014
(as amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in the EEA has been, or will
be, prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.
MiFID II Product Governance / Professional Investors and ECPs Only Target Market
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the notes has led to the
conclusion that: (i) the target market for the notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels
for distribution of the notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending
the notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
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
Notice to Prospective Investors in Canada
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Final Prospectus Supplement
The notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National
Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument
31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must be made in accordance with an
exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus
supplement (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the
purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable
provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the
disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

iii
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.
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, 2018, the portions of our Definitive Proxy Statement on Schedule 14A filed with the
SEC on March 21, 2019 that are incorporated by reference therein, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, and our
Current Reports on Form 8-K filed with the SEC on January 29, 2019, February 12, 2019 and March 7, 2019.
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 written or oral 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.
Our reduced-risk products ("RRPs") constitute a new product category in its early stages that is less predictable than our mature cigarette business.
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 the notes. 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
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Final Prospectus Supplement
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
$900,000,000 total principal amount of 2.875% notes due 2024, maturing May 1, 2024.

$750,000,000 total principal amount of 3.375% notes due 2029, maturing August 15, 2029.

Interest Rates
The notes due 2024 will bear interest from May 1, 2019 at the rate of 2.875% per annum.

The notes due 2029 will bear interest from May 1, 2019 at the rate of 3.375% per annum.

Interest Payment Dates
For the notes due 2024, May 1 and November 1 of each year, beginning on November 1,
2019.

For the notes due 2029, February 15 and August 15 of each year, beginning on August 15,

2019.

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 Redemption
Prior to April 1, 2024 (the date that is one month prior to the scheduled maturity date for the
notes due 2024), we may, at our option, redeem the notes due 2024, in whole at any time or
in part from time to time, at a price equal to the greater of the principal amount of the notes
due 2024 to be redeemed or a "make-whole" amount, plus in either case, accrued and unpaid
interest, if any, thereon to, but excluding, the redemption date.

On or after April 1, 2024 (the date that is one month prior to the scheduled maturity date for
the notes due 2024), we may, at our option, redeem the notes due 2024, in whole at any time

or in part from time to time at a redemption price equal to 100% of the principal amount of
the notes due 2024 to be redeemed, plus accrued and unpaid interest, if any, thereon to, but
excluding, the redemption date.

Prior to May 15, 2029 (the date that is three months prior to the scheduled maturity date for

the notes due 2029), we may, at our

S-3
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Final Prospectus Supplement
Table of Contents
option, redeem the notes due 2029, in whole at any time or in part from time to time, at a
price equal to the greater of the principal amount of the notes due 2029 to be redeemed or a

"make-whole" amount, plus in either case, accrued and unpaid interest, if any, thereon to, but
excluding, the redemption date.

On or after May 15, 2029 (the date that is three months prior to the scheduled maturity date
for the notes due 2029), we may, at our option, redeem the notes due 2029, in whole at any

time or in part from time to time at a redemption price equal to 100% of the principal
amount of the notes due 2029 to be redeemed, plus accrued and unpaid interest, if any,
thereon to, but excluding, the redemption date.

See "Description of Notes--Optional Redemption."

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 of each series 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
$1,628,950,500. We intend to add the net proceeds to our general funds, which may be used:

· for general corporate purposes;

· to repay outstanding commercial paper and refinance our outstanding 2.000% Notes

due 2020 and our outstanding Floating Rate Notes due 2020;

· to meet our working capital requirements; or

· to repurchase our common stock.

If we do not use the net proceeds immediately, we may temporarily invest them in short-

term, interest-bearing obligations.

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

Clearance and Settlement
The notes of each series will be cleared through DTC, Clearstream and Euroclear.

Governing Law
The notes of each series will be governed by the laws of the State of New York.

S-4
Table of Contents
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.
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Final Prospectus Supplement

S-5
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, 2018 and
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, which we have incorporated by reference in this prospectus supplement.

S-6
Table of Contents
THE COMPANY
We are a Virginia holding company incorporated in 1987. We are a leading international tobacco company engaged in the manufacture and sale of
cigarettes, smoke-free products and associated electronic devices and accessories, and other nicotine-containing products in markets outside the United
States of America.
We are leading a transformation in the tobacco industry to create a smoke-free future, based on a new category of reduced-risk products that, while
not risk-free, are a much better choice than continuing to smoke. Our goal is to ultimately replace cigarettes with smoke-free products to the benefit of
adults who would otherwise continue to smoke, society, the company and its shareholders.
RRPs is the term we use to refer to products that present, are likely to present, or have the potential to present less risk of harm to smokers who
switch to these products versus continued smoking. We have a range of RRPs in various stages of development, scientific assessment and
commercialization. Because our RRPs do not burn tobacco, they produce an aerosol that contains far lower quantities of harmful and potentially harmful
constituents than found in cigarette smoke. Through multidisciplinary capabilities in product development, state-of-the-art facilities and scientific
substantiation, we aim to ensure that our RRPs meet adult consumer preferences and rigorous regulatory requirements.
Our IQOS smoke-free product brand portfolio includes heated tobacco and nicotine-containing vapor products. Our leading smoke-free platform is a
precisely controlled device into which a specially designed heated tobacco unit is inserted and heated to generate an aerosol. We market our heated tobacco
units under the brand names HEETS, HEETS Marlboro and HEETS FROM MARLBORO, as well as Marlboro HeatSticks and Parliament HeatSticks.
IQOS was first introduced in Nagoya, Japan in 2014. To date, IQOS is available for sale in 44 markets in key cities or nationwide.
Our cigarettes are sold in more than 180 markets, and in many of these markets they 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 and is led by Marlboro, the
world's best-selling international cigarette, which accounted for approximately 36% of our total 2018 cigarette shipment volume. Marlboro is
complemented in the premium-price category by Parliament. Our other leading international cigarette brands are Bond Street, Chesterfield, L&M, Lark
and Philip Morris. These seven international cigarette brands contributed approximately 76% of our cigarette shipment volume in 2018. We also own a
number of important local cigarette brands, such as Dji Sam Soe, Sampoerna A and Sampoerna U in Indonesia; Fortune and Jackpot in the Philippines;
and Belmont and Canadian Classics in Canada.
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-7
Table of Contents
USE OF PROCEEDS
We will receive net proceeds (before expenses) from this offering of approximately $1,628,950,500. We intend to add the net proceeds to our
general funds, which may be used:
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Final Prospectus Supplement

· for general corporate purposes;

· to repay outstanding commercial paper and refinance our outstanding 2.000% Notes due 2020 and our outstanding Floating Rate Notes due

2020;

· to meet our working capital requirements; or

· to repurchase our common stock.
If we do not use the net proceeds immediately, we may temporarily invest them in short-term, interest-bearing obligations.

S-8
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, 2018
and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, 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.

Three Months
Year Ended
Ended

December 31,

March 31,

2017

2018

2018

2019

(in millions except

per share amounts)

Consolidated Statement of Earnings Data:

Revenues including excise taxes
$78,098
$79,823
$18,426
$17,705
Excise taxes on products
49,350
50,198
11,530
10,954

Net revenues
28,748
29,625
6,896
6,751
Cost of sales
10,432
10,758
2,615
2,465

Gross profit
18,316
18,867
4,281
4,286
Marketing, administration and research costs
6,647
7,408
1,833
2,217
Amortization of intangibles

88

82

22

19

Operating income
11,581
11,377
2,426
2,050
Interest expense, net

914

665

227

152
Pension and other employee benefit costs

78

41

6

21

Earnings before income taxes
10,589
10,671
2,193
1,877
Provision for income taxes
4,307
2,445

559

424
Equity investments and securities (income)/loss, net

(59)

(60)

(13)

(11)

Net earnings
6,341
8,286
1,647
1,464
Net earnings attributable to noncontrolling interests

306

375

91

110

Net earnings attributable to PMI
$ 6,035
$ 7,911
$ 1,556
$ 1,354

Earnings Per Share Data:

Basic earnings per share
$
3.88
$
5.08
$
1.00
$
0.87
Diluted earnings per share
$
3.88
$
5.08
$
1.00
$
0.87

As of
As of

December 31,

March 31,

2017

2018

2019

(in millions)

(in millions)
Balance Sheet Data:

Cash and cash equivalents

$ 8,447
$ 6,593
$
3,081
Trade receivables (less allowances of $25 in 2018 and $25 in 2017)

3,194

2,950

2,958
Other receivables

544

614

577
Inventories

8,806

8,804

8,318
Other current assets

603

481

807

Total current assets

21,594
19,442

15,741
Property, plant and equipment, at cost

14,566
14,557

14,299
Less accumulated depreciation

7,295

7,356

7,405

7,271

7,201

6,894
Goodwill

7,666

7,189

5,775
Other intangible assets, net

2,432

2,278

2,129
Investments in unconsolidated subsidiaries and equity securities

1,074

1,269

4,578
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Final Prospectus Supplement
Deferred income taxes

1,007

977

951
Other assets

1,924

1,445

1,974

Total assets

$ 42,968
$ 39,801
$
38,042

Short-term borrowings

499

730

1,551
Current portion of long-term debt

2,506

4,054

5,582
Accounts payable

2,242

2,068

1,812
Other current liabilities

10,715
10,339

9,541
Long-term debt

31,334
26,975

23,131
Deferred income taxes

799

898

921
Employment costs

2,271

3,083

2,958
Income taxes and other liabilities

2,832

2,393

2,731
Total stockholders' deficit

(10,230)
(10,739)
(10,185)

Total liabilities and stockholders' (deficit) equity

$ 42,968
$ 39,801
$
38,042

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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 2.875% 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 $900,000,000 and will mature on May 1, 2024.
The notes due 2024 will bear interest at the rate of 2.875% per annum from May 1, 2019, payable semiannually in arrears on May 1 and November
1 of each year, commencing November 1, 2019, to the persons in whose names the notes due 2024 are registered at the close of business on the preceding
April 15 or October 15, 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 3.375% Notes due 2029
The notes due 2029 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 August 15, 2029.
The notes due 2029 will bear interest at the rate of 3.375% per annum from May 1, 2019, payable semiannually in arrears on February 15 and August
15 of each year, commencing August 15, 2019, to the persons in whose names the notes due 2029 are registered at the close of business on the preceding
February 1 or August 1, 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.
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 11 of the attached prospectus for more information about how we may do this.
We may, without the consent of the holders of either series of notes, issue additional notes having the same ranking and the same interest rate,
maturity and other terms as the notes of such series, except for the public offering price and issue date. Any additional notes of a series having such similar
terms, together with the applicable series of notes, will constitute a single series of notes under the indenture. No additional notes of a series 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.

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Final Prospectus Supplement
Table of Contents
Optional Redemption
Prior to April 1, 2024 (the date that is one month prior to the scheduled maturity date for the notes due 2024), we may, at our option, redeem the
notes due 2024, in whole at any time or in part from time to time (equal to $2,000 or an integral multiple of $1,000 in excess thereof). The redemption
price will be equal to the greater of (i) 100% of the principal amount of the notes due 2024 to be redeemed and (ii) the sum of the present values of each
remaining scheduled payment of principal and interest that would be due if such notes matured on April 1, 2024 (exclusive of interest accrued to the date of
redemption) discounted to the redemption date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to the
applicable Treasury Rate (as defined below) plus 12.5 basis points plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the
redemption date.
On or after April 1, 2024 (the date that is one month prior to the scheduled maturity date for the notes due 2024), we may, at our option, redeem the
notes due 2024, in whole at any time or in part from time to time (equal to $2,000 or an integral multiple of $1,000 in excess thereof) at a redemption price
equal to 100% of the principal amount of the notes due 2024 to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the
redemption date.
Prior to May 15, 2029 (the date that is three months prior to the scheduled maturity date for the notes due 2029), we may, at our option, redeem the
notes due 2029, in whole at any time or in part from time to time (equal to $2,000 or an integral multiple of $1,000 in excess thereof). The redemption
price will be equal to the greater of (i) 100% of the principal amount of the notes due 2029 to be redeemed and (ii) the sum of the present values of each
remaining scheduled payment of principal and interest that would be due if such notes matured on May 15, 2029 (exclusive of interest accrued to the date
of redemption) discounted to the redemption date, on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months), at a rate equal to
the applicable Treasury Rate (as defined below) plus 15 basis points plus, in either case, accrued and unpaid interest, if any, thereon to, but excluding, the
redemption date.
On or after May 15, 2029 (the date that is three months prior to the scheduled maturity date for the notes due 2029), we may, at our option, redeem
the notes due 2029, in whole at any time or in part from time to time (equal to $2,000 or an integral multiple of $1,000 in excess thereof) at a redemption
price equal to 100% of the principal amount of the notes due 2029 to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the
redemption date.
"Comparable Treasury Issue" means the U.S. Treasury security or securities selected by an Independent Investment Banker as having an actual or
interpolated maturity comparable to the remaining term of the notes due 2024 or the notes due 2029 to be redeemed, as applicable (assuming for this
purpose that the notes due 2024 matured on April 1, 2024 and the notes due 2029 matured on May 15, 2029) that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of
such notes.
"Comparable Treasury Price" means, with respect to any redemption date (1) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotation or (2) if the Independent Investment Banker obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us.
"Reference Treasury Dealer" means each of Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc. and Mizuho
Securities USA LLC or their affiliates, which are primary United States government securities dealers and one other leading primary U.S. government
securities dealer in New York City reasonably designated by us; provided, however, that if any of the foregoing shall cease to be a primary U.S.
government securities dealer in New York City (a "Primary Treasury Dealer"), we will substitute therefor another Primary Treasury Dealer.

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Table of Contents
"Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined
by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 2:00 pm New York time on the third
business day preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated
maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (such price expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
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