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Form 8-K Philip Morris Internatio For: Nov 03

November 10, 2014 11:42 AM EST

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section�13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November�3, 2014

Philip Morris International Inc.

(Exact name of registrant as specified in its charter)

Virginia 1-33708 13-3435103

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

120 Park Avenue,

New York, New York

10017-5592
(Address of principal executive offices) (Zip Code)

Registrant�s telephone number, including area code: (917)�663-2000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item�8.01. Other Events.

On November�10, 2014, Philip Morris International Inc. (�PMI�) issued US$500,000,000 aggregate principal amount of its 1.250% Notes due 2017 (the �2017 Notes�), US$750,000,000 aggregate principal amount of its 3.250% Notes due 2024 (the �2024 Notes�) and US$750,000,000 aggregate principal amount of its 4.250% Notes due 2044 (the �2044 Notes� and, together with the 2017 Notes and the 2024 Notes, the �Notes�). The Notes were issued pursuant to an Indenture (the �Indenture�) dated as of April�25, 2008, by and between PMI and HSBC Bank USA, National Association, as trustee (the �Trustee�).

In connection with the issuance of the Notes, on November�3, 2014, PMI entered into a Terms Agreement (the �Terms Agreement�) with Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the �Underwriters�), pursuant to which PMI agreed to issue and sell the Notes to the Underwriters. The provisions of an Underwriting Agreement, dated as of April�25, 2008 (the �Underwriting Agreement�), are incorporated by reference in the Terms Agreement.

PMI has filed with the Securities and Exchange Commission a Prospectus dated February�21, 2014 and a Prospectus Supplement (the �Prospectus Supplement�) dated November�3, 2014 (Registration No.�333-194059) in connection with the public offering of the Notes.

The Notes are subject to certain customary covenants, including limitations on PMI�s ability, with significant exceptions, to incur debt secured by liens and engage in sale/leaseback transactions. PMI may redeem all, but not part, of the Notes of each series upon the occurrence of specified tax events as described in the Prospectus Supplement.

Interest on the 2017 Notes is payable semiannually in arrears on May�9 and November�9, commencing May�9, 2015, to holders of record on the preceding April�25 and October�25, as the case may be. Interest on the 2024 Notes is payable semiannually on May�10 and November�10 of each year, commencing May�10, 2015, to holders of record on the preceding April�26 or October�26, as the case may be. Interest on the 2044 Notes is payable semiannually on May�10 and November�10 of each year, commencing May�10, 2015, to holders of record on the preceding April�26 or October�26, as the case may be.

The 2017 Notes will mature on November�9, 2017, the 2024 Notes will mature on November�10, 2024 and the 2044 Notes will mature on November�10, 2044.

The Notes will be PMI�s senior unsecured obligations and will rank equally in right of payment with all of its existing and future senior unsecured indebtedness.

For a complete description of the terms and conditions of the Underwriting Agreement, the Terms Agreement and the Notes, please refer to such agreements and the form of Notes, each of which is incorporated herein by reference and is an exhibit to this report as Exhibits 1.1, 1.2, 4.1, 4.2 and 4.3, respectively.

Certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial and investment banking services for PMI, for which they received or will receive customary fees and expenses. Certain of the Underwriters or their respective affiliates are lenders under PMI�s credit facilities. In addition, certain of the Underwriters or their respective affiliates act as dealers in connection with PMI�s commercial paper programs.

-�2�-


Item�9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

��

Description

1.1 �� Underwriting Agreement, dated as of April 25, 2008 (incorporated by reference to Exhibit 1.1 of PMI�s Registration Statement on Form S-3 (No. 333-150449))
1.2 �� Terms Agreement, dated November 3, 2014, among PMI and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters
4.1 �� Form of 1.250% Notes due 2017
4.2 �� Form of 3.250% Notes due 2024
4.3 �� Form of 4.250% Notes due 2044
5.1 �� Opinion of Hunton & Williams LLP

-�3�-


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PHILIP MORRIS INTERNATIONAL INC.
By: /s/ JERRY WHITSON
Name: Jerry Whitson
Title: Deputy General Counsel and
Corporate Secretary

DATE: November�10, 2014

-�4�-


EXHIBIT INDEX

Exhibit

Number

��

Description

1.1 �� Underwriting Agreement, dated as of April 25, 2008 (incorporated by reference to Exhibit 1.1 of PMI�s Registration Statement on Form S-3 (No. 333-150449))
1.2 �� Terms Agreement, dated November 3, 2014, among PMI and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, as representatives of the several underwriters
4.1 �� Form of 1.250% Notes due 2017
4.2 �� Form of 3.250% Notes due 2024
4.3 �� Form of 4.250% Notes due 2044
5.1 �� Opinion of Hunton & Williams LLP

-�5�-

Exhibit 1.2

PHILIP MORRIS INTERNATIONAL INC.

(the �Company�)

Debt Securities

TERMS AGREEMENT

November 3, 2014

PHILIP MORRIS INTERNATIONAL INC.

120 Park Avenue

New York, New York 10017

Attention: Peter Luongo
���� Vice President Treasury and Planning

Dear Ladies and Gentlemen:

We offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement relating to Debt Securities and Warrants to Purchase Debt Securities dated as of April�25, 2008 in connection with Philip Morris International Inc.�s registration statement on Form S-3 (No. 333-194059) and which is incorporated herein by reference (the �Underwriting Agreement�), the following securities on the following terms:

Debt Securities

Title:

1.250% Notes due 2017 (the �2017�Notes�), 3.250% Notes due 2024 (the �2024�Notes�) and 4.250% Notes due 2044 (the �2044�Notes� and, together with the 2017 Notes and the 2024 Notes, the �Notes�).

Principal Amount:

In the case of the 2017 Notes, $500,000,000.

In the case of the 2024 Notes, $750,000,000.

In the case of the 2044 Notes, $750,000,000.

Interest Rate:

In the case of the 2017 Notes, 1.250%�per annum, from November�10, 2014, payable semiannually in arrears on May�9 and November�9, commencing May�9, 2015, to holders of record on the preceding April�25 or October�25, as the case may be.

In the case of the 2024 Notes, 3.250%�per annum, from November�10, 2014, payable semiannually in arrears on May�10 and November�10, commencing May�10, 2015, to holders of record on the preceding April�26 or October�26, as the case may be.


In the case of the 2044 Notes, 4.250%�per annum, from November�10, 2014, payable semiannually in arrears on May�10 and November�10, commencing May�10, 2015, to holders of record on the preceding April�26 or October�26, as the case may be.

Maturity:

In the case of the 2017 Notes, November�9, 2017.

In the case of the 2024 Notes, November�10, 2024.

In the case of the 2044 Notes, November�10, 2044.

Currency of Denomination:

United States Dollars ($).

Currency of Payment:

United States Dollars ($).

Form and Denomination:

Book-entry form only represented by one or more global securities deposited with The Depository Trust Company, or DTC, Clearstream Banking, soci�t� anonyme, or Clearstream, or Euroclear Bank S.A./N.V., or Euroclear, in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Conversion Provisions:

None.

Optional Tax Redemption:

The Company may redeem all, but not part, of the Notes of each series upon the occurrence of specified tax events described under the caption �Description of Notes�Redemption for Tax Reasons� in the prospectus supplement.

Option to Elect Repayment:

None.

Sinking Fund:

None.

2


Listing:

Application shall be made by the Company to list the Notes on the New York Stock Exchange.

Delayed Delivery Contracts:

None.

Payment of Additional Amounts:

In addition, the Company shall pay Additional Amounts to holders as and to the extent set forth under the caption �Description of Notes�Payment of Additional Amounts� in the prospectus supplement.

Purchase Price:

In the case of the 2017 Notes, 99.522% of the principal amount of the 2017 Notes.

In the case of the 2024 Notes, 98.321% of the principal amount of the 2024 Notes.

In the case of the 2044 Notes, 96.521% of the principal amount of the 2044 Notes.

Expected Reoffering Price:

In the case of the 2017 Notes, 99.722% of the principal amount of the 2017 Notes.

In the case of the 2024 Notes, 98.771% of the principal amount of the 2024 Notes.

In the case of the 2044 Notes, 97.271% of the principal amount of the 2044 Notes.

Names and Addresses of the Representatives of the Several Underwriters:

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

Attn: General Counsel (fax: 212-816-7912)

HSBC Securities (USA) Inc.

452 Fifth Avenue

New York, New York 10018

Attn: Transaction Management Group (fax: 212-525-0238)

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Attn: High Grade Syndicate Desk (fax: 212-834-6180)

3


Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Attn: Debt Capital Markets Syndicate (Fax: (212)�797-2202), with a copy to General Counsel (Fax: (212)�797-4561)

The respective principal amounts of the Debt Securities to be severally purchased by each of the Underwriters are set forth opposite their names in Schedule A hereto.

Except as set forth below, the provisions of the Underwriting Agreement are incorporated herein by reference and the following provisions are hereby added thereto and made a part thereof:

1. For purposes of the Underwriting Agreement, the �Applicable Time� is 5:00 p.m. (New York City time) on the date of this Terms Agreement.

2. For purposes of Section�6 of the Underwriting Agreement, the only information furnished to the Company by the Underwriters for use in the prospectus supplement consists of the following information: the concession and reallowance figures appearing in the third paragraph under the caption �Underwriting� in the prospectus supplement and the information contained in the fifth, sixth, seventh, ninth and eleventh paragraphs under the caption �Underwriting� in the prospectus supplement. In addition, subsection (a)�of Section�6 of the Underwriting Agreement is hereby amended by replacing �Pricing Prospectus� with �Pricing Prospectus or the Prospectus.�

3. The following selling restrictions apply to the offer and sale of the Notes:

(a) Each Underwriter hereby severally represents and agrees that it has not offered, sold or delivered and it will not offer, sell or deliver, directly or indirectly, any of the Notes or distribute the Prospectus, or any other offering material relating to the Notes, in or from any jurisdiction except under circumstances that will result in compliance with the applicable laws and regulations thereof and that will not impose any obligations on the Company except as agreed to with the Company in advance of such offer, sale or delivery.

(b) Each Underwriter hereby severally represents and agrees that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a �Relevant Member State�), each underwriter hereby severally represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of Notes which are the subject of the offering contemplated by the Prospectus to the public in that Relevant Member State other than:

4


(1) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(2) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Company for any such offer; or

(3) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Notes shall require the Company or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an �offer of Notes to the public� in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, the expression �Prospectus Directive� means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression �2010 PD Amending Directive� means Directive 2010/73/EU.

(c) Each Underwriter hereby severally represents and agrees that (1)�it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section�21 of the Financial Services and Markets Act 2000 (the �FSMA�)) received by it in connection with the issue or sale of the Notes in circumstances in which Section�21(1) of the FSMA does not apply to the Company; and (2)�it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

(d) Each Underwriter hereby severally represents and agrees that (1)�it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes other than (A)�to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent); or (B)�to �professional investors� as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (C)�in other circumstances which do not result in the document being a �prospectus� as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and

5


(2) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to �professional investors� as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

(e) Each Underwriter hereby severally represents and agrees that it will not offer or sell the Notes or make the Notes the subject of an invitation for subscription or purchase nor may it circulate or distribute the Prospectus or any other document or material in connection with the offer or sale or invitation for subscription or purchase of any Notes, whether directly or indirectly, to any person in Singapore other than (1)�to an institutional investor pursuant to Section�274 of the Securities and Futures Act, Chapter 289 of Singapore (the �Securities and Futures Act�), (2)�to a relevant person, or any person pursuant to Section�275(1A) of the Securities and Futures Act, and in accordance with the conditions specified in Section�275 of the Securities and Futures Act, or (3)�pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act.

(f) Each Underwriter hereby severally represents and agrees that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law of Japan (Law No.�25 of 1948, as amended) and any other applicable laws, regulations and ministerial guidelines of Japan.

The Closing will take place at 9:00 a.m., New York City time, on November�10, 2014, at the offices of Hunton�& Williams LLP, 200�Park Avenue, New York, New York 10166.

The Notes will be made available for checking at the offices of Hunton�& Williams LLP, 200 Park Avenue, New York, New�York 10166 (unless another location shall be agreed to by the Company and the Underwriters) at least 24 hours prior to the Closing Date.

6


Please signify your acceptance by signing the enclosed response to us in the space provided and returning it to us.

Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
By: /s/ BRIAN D. BEDNARSKI
Name: Brian D. Bednarski
Title: Managing Director
HSBC SECURITIES (USA) INC.
By: /s/ DIANE KENNA
Name: Diane Kenna
Title: Managing Director
J.P. MORGAN SECURITIES LLC
By: /s/ MARIA SRAMEK
Name: Maria Sramek
Title: Executive Director
DEUTSCHE BANK SECURITIES INC.
By: /s/ PATRICK M. K�UFER
Name: Patrick M. K�ufer
Title: Managing Director
By: /s/ LOURDES M. SOLIS
Name: Lourdes M. Solis
Title: Director

[Signature Page to Terms Agreement]


Accepted:

PHILIP MORRIS INTERNATIONAL INC.
By: /s/ PETER LUONGO
Name: Peter Luongo
Title:�� Vice President Treasury and Planning

[Signature Page to Terms Agreement]


SCHEDULE A

DEBT SECURITIES

Underwriter

�� 2017 Notes �� 2024 Notes �� 2044 Notes

Citigroup Global Markets Inc.

�� $ 100,000,000 �� �� $ 150,000,000 �� �� $ 150,000,000 ��

Deutsche Bank Securities Inc.

�� 100,000,000 �� �� 150,000,000 �� �� 150,000,000 ��

HSBC Securities (USA) Inc.

�� 100,000,000 �� �� 150,000,000 �� �� 150,000,000 ��

J.P. Morgan Securities LLC

�� 100,000,000 �� �� 150,000,000 �� �� 150,000,000 ��

Banca IMI S.p.A.

�� 20,000,000 �� �� 30,000,000 �� �� 30,000,000 ��

BBVA Securities Inc.

�� 20,000,000 �� �� 30,000,000 �� �� 30,000,000 ��

ING Financial Markets LLC

�� 20,000,000 �� �� 30,000,000 �� �� 30,000,000 ��

Santander Investment Securities Inc.

�� 20,000,000 �� �� 30,000,000 �� �� 30,000,000 ��

UBS Securities LLC

�� 20,000,000 �� �� 30,000,000 �� �� 30,000,000 ��
��

��

��

Total

�� $ 500,000,000 �� �� $ 750,000,000 �� �� $ 750,000,000 ��
��

��

��


SCHEDULE B

(a) Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package: None

(b) Issuer Free Writing Prospectuses included in the Pricing Disclosure Package: Final Term Sheet, attached as Schedule C hereto

(c) Additional Documents Incorporated by Reference: None


SCHEDULE C

Filed Pursuant to Rule 433

Registration No.�333-194059

FINAL TERM SHEET

Philip Morris International Inc.

Dated November�3, 2014

1.250% Notes due 2017

3.250% Notes due 2024

4.250% Notes due 2044

Issuer: �� Philip Morris International Inc. ��
Offering Format: �� SEC Registered ��
Security: ��

1.250% Notes due 2017 (the �2017 Notes�)

3.250% Notes due 2024 (the �2024 Notes�)

4.250% Notes due 2044 (the �2044 Notes�)

��
Aggregate Principal Amount: ��

2017 Notes: $500,000,000

2024 Notes: $750,000,000

2044 Notes: $750,000,000

��
Maturity Date: ��

2017 Notes: November 9, 2017

2024 Notes: November 10, 2024

2044 Notes: November 10, 2044

��
Coupon: ��

2017 Notes: 1.250%

2024 Notes: 3.250%

2044 Notes: 4.250%

��
Interest Payment Dates: ��

2017 Notes: Semi-annually on each May�9 and November�9, commencing May�9, 2015

2024 Notes: Semi-annually on each May�10 and November�10, commencing May�10, 2015

2044�Notes: Semi-annually on each May�10 and November�10, commencing May�10, 2015

��
Price to Public: ��

2017 Notes: 99.722% of principal amount

2024 Notes: 98.771% of principal amount

2044 Notes: 97.271% of principal amount

��
Underwriting�Discount: ��

2017 Notes: 0.200%

2024 Notes: 0.450%

2044 Notes: 0.750%

��


Net Proceeds: ��

2017 Notes: $497,610,000 (before expenses)

2024 Notes: $737,407,500 (before expenses)

2044 Notes: $723,907,500 (before expenses)

��
Benchmark Treasury: ��

2017 Notes: 0.875% due October 15, 2017

2024 Notes: 2.375% due August 15, 2024

2044 Notes: 3.375% due May 15, 2044

��
Benchmark�Treasury�Price/Yield: ��

2017 Notes: 99-25+ / 0.945%

2024 Notes: 100-08 / 2.346%

2044 Notes: 105-31+ / 3.065%

��
Spread to Benchmark Treasury: ��

2017 Notes: + 40 basis points

2024 Notes: + 105 basis points

2044 Notes: + 135 basis points

��
Yield to Maturity: ��

2017 Notes: 1.345%

2024 Notes: 3.396%

2044 Notes: 4.415%

��
Settlement Date (T+5): �� November 10, 2014 ��
CUSIP/ISIN: ��

2017�Notes:�CUSIP Number: 718172 BN8

�����ISIN Number: US718172BN84

2024�Notes:�CUSIP Number: 718172 BM0

�����ISIN Number: US718172BM02

2044�Notes:�CUSIP Number: 718172 BL2

�����ISIN Number: US718172BL29

��
Listing: �� Application will be made to list the 2017 Notes, the 2024 Notes and the 2044 Notes on the New�York Stock Exchange. ��
Joint Book-Running Managers: ��

Citigroup Global Markets Inc.

Deutsche Bank Securities Inc.

HSBC Securities (USA) Inc.

J.P. Morgan Securities LLC

��
Joint Co-Managers: ��

Banca IMI S.p.A.1

BBVA Securities Inc.

ING Financial Markets LLC

Santander Investment Securities Inc.

UBS Securities LLC

��

1 The following paragraph is hereby added to replace paragraph twelve under the caption �Underwriting� in the prospectus supplement: �Banca IMI S.p.A. is not a U.S. registered broker-dealer, and will not effect any offers or sales of any notes in the United States unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of the Financial Industry Regulatory Authority, Inc.�


Allocations: �� 2017 Notes �� 2024 Notes �� 2044 Notes

Citigroup Global Markets Inc.

�� $ 100,000,000 �� �� $ 150,000,000 �� �� $ 150,000,000 ��

Deutsche Bank Securities Inc.

�� 100,000,000 �� �� 150,000,000 �� �� 150,000,000 ��

HSBC Securities (USA) Inc.

�� 100,000,000 �� �� 150,000,000 �� �� 150,000,000 ��

J.P. Morgan Securities LLC

�� 100,000,000 �� �� 150,000,000 �� �� 150,000,000 ��

Banca IMI S.p.A.

�� 20,000,000 �� �� 30,000,000 �� �� 30,000,000 ��

BBVA Securities Inc.

�� 20,000,000 �� �� 30,000,000 �� �� 30,000,000 ��

ING Financial Markets LLC

�� 20,000,000 �� �� 30,000,000 �� �� 30,000,000 ��

Santander Investment Securities Inc.

�� 20,000,000 �� �� 30,000,000 �� �� 30,000,000 ��

UBS Securities LLC

�� 20,000,000 �� �� 30,000,000 �� �� 30,000,000 ��
��

��

��

Total

�� $ 500,000,000 �� �� $ 750,000,000 �� �� $ 750,000,000 ��
��

��

��

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll free at 1-800-831-9146, Deutsche Bank Securities Inc. toll free at 1-800-503-4611, HSBC Securities (USA) Inc. toll free at 1-866-811-8049 or J.P. Morgan Securities LLC toll free at 1-866-640-0686.

Exhibit 4.1

REGISTERED

No.

PHILIP MORRIS INTERNATIONAL INC.

1.250%�NOTES�DUE�2017

PRINCIPAL�AMOUNT

$����������������

CUSIP NO. 718172 BN8

ISIN�NO.�US718172BN84

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (THE �DEPOSITARY�) TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE�& CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE�& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE�& CO., HAS AN INTEREST HEREIN.

PHILIP MORRIS INTERNATIONAL INC., a Virginia corporation (hereinafter called the �Company�, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede�& Co. or registered assigns, the principal sum of $���������������� on November�9, 2017, and to pay interest thereon from November�10, 2014 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually in arrears on May�9 and November�9 of each year, commencing May�9, 2015, at the rate of 1.250%�per annum until the principal hereof is paid or made available for payment.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be April�25 or October�25 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so


punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee for the Notes, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and interest on this Note will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear on the Securities Register or by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least 15 days prior to the date for payment by the person entitled thereto. All payments of principal, premium, if any, and interest in respect of this Note will be made by the Company in immediately available funds.

Additional provisions of this Note are contained on the reverse hereof, and such provisions shall have the same effect as though fully set forth in this place.

Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee for the Notes by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.


IN WITNESS WHEREOF, PHILIP MORRIS INTERNATIONAL INC. has caused this instrument to be duly executed.

Dated: November�10, 2014
PHILIP MORRIS INTERNATIONAL INC.
By:
Name: Peter Luongo
Title: Vice President Treasury and Planning
Attest:
By:
Name: Markus Mueller
Title:

Assistant General Counsel and

Assistant Corporate Secretary


CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein described in the within-mentioned Indenture.

HSBC BANK USA, NATIONAL ASSOCIATION,

as Trustee

By:
Authorized Officer

1.250% Notes due 2017 - No.


(Reverse of Note)

PHILIP MORRIS INTERNATIONAL INC.

This Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness (hereinafter called the �Securities�) of the Company of the series hereinafter specified, which series is limited in aggregate principal amount to $500,000,000 (except as provided in the Indenture hereinafter mentioned), all such Securities issued and to be issued under an Indenture dated as of April�25, 2008 between the Company and HSBC Bank USA, National Association, as Trustee (herein called the �Indenture�), to which Indenture and all other indentures supplemental thereto reference is hereby made for a statement of the rights and limitations of rights thereunder of the Holders of the Securities and of the rights, obligations, duties and immunities of the Trustee for each series of Securities and of the Company, and the terms upon which the Securities are and are to be authenticated and delivered. As provided in the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Note is one of a series of the Securities designated therein as 1.250% Notes due 2017 (the �Notes�).

Section�1010 of the Indenture shall be applicable to the Notes, except that (i)�the term �Holder,� when used in Section�1010 of the Indenture, shall mean the beneficial owner of a Note or any person holding on behalf or for the account of the beneficial owner of a Note; (ii)�the following language shall replace subsection (k)�to Section�1010 of the Indenture �any tax, assessment or other governmental charge imposed pursuant to the provisions of Sections 1471 through 1474 of the Code� and (iii)�the following language shall be included as subsection (l)�to Section�1010 of the Indenture �any combination of items (a), (b), (c), (d), (e), (f), (g), (h), (i), (j)�and (k).�

The Company may redeem the Notes prior to maturity in whole, but not in part, on not more than 60 days� notice and not less than 30 days� notice at a redemption price equal to the principal amount of such Notes plus any accrued interest and additional amounts to the date fixed for redemption if:

as a result of a change in or amendment to the tax laws, regulations or rulings of the United States or any political subdivision or taxing authority of or in the United States or any change in official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction in the United States) that is announced or becomes effective on or after November�10, 2014, the Company has or will become obligated to pay additional amounts with respect to the Notes as described in Section�1010 of the Indenture, or

on or after November�10, 2014, any action is taken by a taxing authority of, or any decision is rendered by a court of competent jurisdiction in, the United States


or any political subdivision or taxing authority of or in the United States, including any of those actions specified in the bullet point above, whether or not such action is taken or decision is rendered with respect to the Company, or any change, amendment, application or interpretation is officially proposed, which, in any such case, in the written opinion of independent legal counsel of recognized standing, will result in a material probability that the Company will become obligated to pay additional amounts with respect to the Notes,

and the Company in its business judgment determines that such obligations cannot be avoided by the use of reasonable measures available to the Company.

If the Company exercises its option to redeem the Notes, the Company will deliver to the Trustee a certificate signed by an authorized officer stating that it is entitled to redeem the Notes and the written opinion of independent legal counsel if required.

The Indenture contains provisions for defeasance at any time of the entire principal of all the Securities of any series upon compliance by the Company with certain conditions set forth therein.

If an Event of Default (other than an Event of Default described in Section�501(4) or 501(5) of the Indenture) with respect to the Notes shall occur and be continuing, then either the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities of all series then Outstanding (or, if such default is not applicable to all series of the Securities, the Holders of at least 25% in principal amount of the then Outstanding Securities of all series to which it is applicable) (in each case voting as a single class) may declare the entire principal amount of the Securities of all series so affected due and payable in the manner and with effect provided in the Indenture. If an Event of Default specified in Section�501(4) or 501(5) occurs with respect to the Company, all of the unpaid principal amount and accrued interest then Outstanding shall ipso facto become and be immediately due and payable in the manner with the effect provided in the Indenture without any declaration or other act by the Trustee or any Holder.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any time by the Company with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all series of Securities affected thereby (voting as a single class). The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of all series affected thereby at the time Outstanding (voting as a single class) to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences to the affected series. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the transfer hereof or in exchange or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay


the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein and in the Indenture prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable on the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company to be maintained for that purpose in the Borough of Manhattan, The City of New York, or at any other office or agency of the Company maintained for that purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Notes are issuable only in registered form in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of a like tenor and of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Company, the Trustee for the Notes and any agent of the Company or such Trustee may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, such Trustee nor any such agent shall be affected by notice to the contrary.

Certain of the Company�s obligations under the Indenture with respect to Notes may be terminated if the Company irrevocably deposits with the Trustee money or Government Obligations sufficient to pay and discharge the entire indebtedness on all Notes, as provided in the Indenture.

This Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

Certain terms used in this Note which are defined in the Indenture have the meanings set forth therein.


ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY NUMBER OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE

��

(Name and address of Assignee, including zip code, must be printed or typewritten)

��

��

the within Note, and all rights thereunder, hereby irrevocably, constituting and appointing

��

��

Attorney to transfer the said Note on the books of Philip Morris International Inc. with full power of substitution in the premises.

Dated: ������������������������������������

NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever.

Exhibit 4.2

REGISTERED

No.

PHILIP MORRIS INTERNATIONAL INC.

3.250% NOTES DUE 2024

PRINCIPAL AMOUNT

$����������������

CUSIP NO. 718172 BM0

ISIN�NO.�US718172BM02

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (THE �DEPOSITARY�) TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE�& CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE�& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE�& CO., HAS AN INTEREST HEREIN.

PHILIP MORRIS INTERNATIONAL INC., a Virginia corporation (hereinafter called the �Company�, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede�& Co. or registered assigns, the principal sum of $���������������� on November�10, 2024, and to pay interest thereon from November�10, 2014 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually in arrears on May�10 and November�10 of each year, commencing May�10, 2015, at the rate of 3.250%�per annum until the principal hereof is paid or made available for payment.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be April�26 or October�26 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so


punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee for the Notes, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and interest on this Note will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear on the Securities Register or by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least 15 days prior to the date for payment by the person entitled thereto. All payments of principal, premium, if any, and interest in respect of this Note will be made by the Company in immediately available funds.

Additional provisions of this Note are contained on the reverse hereof, and such provisions shall have the same effect as though fully set forth in this place.

Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee for the Notes by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.


IN WITNESS WHEREOF, PHILIP MORRIS INTERNATIONAL INC. has caused this instrument to be duly executed.

Dated: November�10, 2014
PHILIP MORRIS INTERNATIONAL INC.
By:
Name: Peter Luongo
Title: Vice President Treasury and Planning
Attest:
By:
Name: Markus Mueller
Title:

Assistant General Counsel and

Assistant Corporate Secretary


CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein described in the within-mentioned Indenture.

HSBC BANK USA, NATIONAL ASSOCIATION,

as Trustee

By:
Authorized Officer

3.250% Notes due 2024 - No.


(Reverse of Note)

PHILIP MORRIS INTERNATIONAL INC.

This Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness (hereinafter called the �Securities�) of the Company of the series hereinafter specified, which series is limited in aggregate principal amount to $750,000,000 (except as provided in the Indenture hereinafter mentioned), all such Securities issued and to be issued under an Indenture dated as of April�25, 2008 between the Company and HSBC Bank USA, National Association, as Trustee (herein called the �Indenture�), to which Indenture and all other indentures supplemental thereto reference is hereby made for a statement of the rights and limitations of rights thereunder of the Holders of the Securities and of the rights, obligations, duties and immunities of the Trustee for each series of Securities and of the Company, and the terms upon which the Securities are and are to be authenticated and delivered. As provided in the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Note is one of a series of the Securities designated therein as 3.250% Notes due 2024 (the �Notes�).

Section�1010 of the Indenture shall be applicable to the Notes, except that (i)�the term �Holder,� when used in Section�1010 of the Indenture, shall mean the beneficial owner of a Note or any person holding on behalf or for the account of the beneficial owner of a Note; (ii)�the following language shall replace subsection (k)�to Section�1010 of the Indenture �any tax, assessment or other governmental charge imposed pursuant to the provisions of Sections 1471 through 1474 of the Code� and (iii)�the following language shall be included as subsection (l)�to Section�1010 of the Indenture �any combination of items (a), (b), (c), (d), (e), (f), (g), (h), (i), (j)�and (k).�

The Company may redeem the Notes prior to maturity in whole, but not in part, on not more than 60 days� notice and not less than 30 days� notice at a redemption price equal to the principal amount of such Notes plus any accrued interest and additional amounts to the date fixed for redemption if:

as a result of a change in or amendment to the tax laws, regulations or rulings of the United States or any political subdivision or taxing authority of or in the United States or any change in official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction in the United States) that is announced or becomes effective on or after November�10, 2014, the Company has or will become obligated to pay additional amounts with respect to the Notes as described in Section�1010 of the Indenture, or

on or after November�10, 2014, any action is taken by a taxing authority of, or any decision is rendered by a court of competent jurisdiction in, the United States


or any political subdivision or taxing authority of or in the United States, including any of those actions specified in the bullet point above, whether or not such action is taken or decision is rendered with respect to the Company, or any change, amendment, application or interpretation is officially proposed, which, in any such case, in the written opinion of independent legal counsel of recognized standing, will result in a material probability that the Company will become obligated to pay additional amounts with respect to the Notes,

and the Company in its business judgment determines that such obligations cannot be avoided by the use of reasonable measures available to the Company.

If the Company exercises its option to redeem the Notes, the Company will deliver to the Trustee a certificate signed by an authorized officer stating that it is entitled to redeem the Notes and the written opinion of independent legal counsel if required.

The Indenture contains provisions for defeasance at any time of the entire principal of all the Securities of any series upon compliance by the Company with certain conditions set forth therein.

If an Event of Default (other than an Event of Default described in Section�501(4) or 501(5) of the Indenture) with respect to the Notes shall occur and be continuing, then either the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities of all series then Outstanding (or, if such default is not applicable to all series of the Securities, the Holders of at least 25% in principal amount of the then Outstanding Securities of all series to which it is applicable) (in each case voting as a single class) may declare the entire principal amount of the Securities of all series so affected due and payable in the manner and with effect provided in the Indenture. If an Event of Default specified in Section�501(4) or 501(5) occurs with respect to the Company, all of the unpaid principal amount and accrued interest then Outstanding shall ipso facto become and be immediately due and payable in the manner with the effect provided in the Indenture without any declaration or other act by the Trustee or any Holder.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any time by the Company with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all series of Securities affected thereby (voting as a single class). The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of all series affected thereby at the time Outstanding (voting as a single class) to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences to the affected series. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the transfer hereof or in exchange or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay


the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein and in the Indenture prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable on the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company to be maintained for that purpose in the Borough of Manhattan, The City of New York, or at any other office or agency of the Company maintained for that purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Notes are issuable only in registered form in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of a like tenor and of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Company, the Trustee for the Notes and any agent of the Company or such Trustee may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, such Trustee nor any such agent shall be affected by notice to the contrary.

Certain of the Company�s obligations under the Indenture with respect to Notes may be terminated if the Company irrevocably deposits with the Trustee money or Government Obligations sufficient to pay and discharge the entire indebtedness on all Notes, as provided in the Indenture.

This Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

Certain terms used in this Note which are defined in the Indenture have the meanings set forth therein.


ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY NUMBER OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE

��

(Name and address of Assignee, including zip code, must be printed or typewritten)

��

��

the within Note, and all rights thereunder, hereby irrevocably, constituting and appointing

��

��

Attorney to transfer the said Note on the books of Philip Morris International Inc. with full power of substitution in the premises.

Dated: ������������������������������������

NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever.

Exhibit 4.3

REGISTERED

No.

PHILIP MORRIS INTERNATIONAL INC.

�� 4.250%�NOTES�DUE�2044

PRINCIPAL�AMOUNT

$����������������

CUSIP�NO.�718172�BL2

ISIN�NO.�US718172BL29

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (THE �DEPOSITARY�) TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE�& CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE�& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE�& CO., HAS AN INTEREST HEREIN.

PHILIP MORRIS INTERNATIONAL INC., a Virginia corporation (hereinafter called the �Company�, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede�& Co. or registered assigns, the principal sum of $���������������� on November�10, 2044, and to pay interest thereon from November�10, 2014 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semiannually in arrears on May�10 and November�10 of each year, commencing May�10, 2015, at the rate of 4.250%�per annum until the principal hereof is paid or made available for payment.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be April�26 or October�26 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so


punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee for the Notes, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and interest on this Note will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear on the Securities Register or by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least 15 days prior to the date for payment by the person entitled thereto. All payments of principal, premium, if any, and interest in respect of this Note will be made by the Company in immediately available funds.

Additional provisions of this Note are contained on the reverse hereof, and such provisions shall have the same effect as though fully set forth in this place.

Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee for the Notes by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.


IN WITNESS WHEREOF, PHILIP MORRIS INTERNATIONAL INC. has caused this instrument to be duly executed.

Dated: November�10, 2014
PHILIP MORRIS INTERNATIONAL INC.
By:
Name: Peter Luongo
Title: Vice President Treasury and Planning
Attest:
By:
Name: Markus Mueller
Title:

Assistant General Counsel and

Assistant Corporate Secretary


CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein described in the within-mentioned Indenture.

HSBC BANK USA, NATIONAL ASSOCIATION,

as Trustee

By:
Authorized Officer

4.250% Notes due 2044 - No.


(Reverse of Note)

PHILIP MORRIS INTERNATIONAL INC.

This Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness (hereinafter called the �Securities�) of the Company of the series hereinafter specified, which series is limited in aggregate principal amount to $750,000,000 (except as provided in the Indenture hereinafter mentioned), all such Securities issued and to be issued under an Indenture dated as of April�25, 2008 between the Company and HSBC Bank USA, National Association, as Trustee (herein called the �Indenture�), to which Indenture and all other indentures supplemental thereto reference is hereby made for a statement of the rights and limitations of rights thereunder of the Holders of the Securities and of the rights, obligations, duties and immunities of the Trustee for each series of Securities and of the Company, and the terms upon which the Securities are and are to be authenticated and delivered. As provided in the Indenture, the Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided or permitted. This Note is one of a series of the Securities designated therein as 4.250% Notes due 2044 (the �Notes�).

Section�1010 of the Indenture shall be applicable to the Notes, except that (i)�the term �Holder,� when used in Section�1010 of the Indenture, shall mean the beneficial owner of a Note or any person holding on behalf or for the account of the beneficial owner of a Note; (ii)�the following language shall replace subsection (k)�to Section�1010 of the Indenture �any tax, assessment or other governmental charge imposed pursuant to the provisions of Sections 1471 through 1474 of the Code� and (iii)�the following language shall be included as subsection (l)�to Section�1010 of the Indenture �any combination of items (a), (b), (c), (d), (e), (f), (g), (h), (i), (j)�and (k).�

The Company may redeem the Notes prior to maturity in whole, but not in part, on not more than 60 days� notice and not less than 30 days� notice at a redemption price equal to the principal amount of such Notes plus any accrued interest and additional amounts to the date fixed for redemption if:

as a result of a change in or amendment to the tax laws, regulations or rulings of the United States or any political subdivision or taxing authority of or in the United States or any change in official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction in the United States) that is announced or becomes effective on or after November�10, 2014, the Company has or will become obligated to pay additional amounts with respect to the Notes as described in Section�1010 of the Indenture, or

on or after November�10, 2014, any action is taken by a taxing authority of, or any decision is rendered by a court of competent jurisdiction in, the United States


or any political subdivision or taxing authority of or in the United States, including any of those actions specified in the bullet point above, whether or not such action is taken or decision is rendered with respect to the Company, or any change, amendment, application or interpretation is officially proposed, which, in any such case, in the written opinion of independent legal counsel of recognized standing, will result in a material probability that the Company will become obligated to pay additional amounts with respect to the Notes,

and the Company in its business judgment determines that such obligations cannot be avoided by the use of reasonable measures available to the Company.

If the Company exercises its option to redeem the Notes, the Company will deliver to the Trustee a certificate signed by an authorized officer stating that it is entitled to redeem the Notes and the written opinion of independent legal counsel if required.

The Indenture contains provisions for defeasance at any time of the entire principal of all the Securities of any series upon compliance by the Company with certain conditions set forth therein.

If an Event of Default (other than an Event of Default described in Section�501(4) or 501(5) of the Indenture) with respect to the Notes shall occur and be continuing, then either the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities of all series then Outstanding (or, if such default is not applicable to all series of the Securities, the Holders of at least 25% in principal amount of the then Outstanding Securities of all series to which it is applicable) (in each case voting as a single class) may declare the entire principal amount of the Securities of all series so affected due and payable in the manner and with effect provided in the Indenture. If an Event of Default specified in Section�501(4) or 501(5) occurs with respect to the Company, all of the unpaid principal amount and accrued interest then Outstanding shall ipso facto become and be immediately due and payable in the manner with the effect provided in the Indenture without any declaration or other act by the Trustee or any Holder.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities under the Indenture at any time by the Company with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of all series of Securities affected thereby (voting as a single class). The Indenture also contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Securities of all series affected thereby at the time Outstanding (voting as a single class) to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences to the affected series. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the transfer hereof or in exchange or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay


the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein and in the Indenture prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, this Note is transferable on the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Company to be maintained for that purpose in the Borough of Manhattan, The City of New York, or at any other office or agency of the Company maintained for that purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Notes are issuable only in registered form in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of a like tenor and of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

The Company, the Trustee for the Notes and any agent of the Company or such Trustee may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, such Trustee nor any such agent shall be affected by notice to the contrary.

Certain of the Company�s obligations under the Indenture with respect to Notes may be terminated if the Company irrevocably deposits with the Trustee money or Government Obligations sufficient to pay and discharge the entire indebtedness on all Notes, as provided in the Indenture.

This Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

Certain terms used in this Note which are defined in the Indenture have the meanings set forth therein.


ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY NUMBER OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE

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(Name and address of Assignee, including zip code, must be printed or typewritten)

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the within Note, and all rights thereunder, hereby irrevocably, constituting and appointing

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Attorney to transfer the said Note on the books of Philip Morris International Inc. with full power of substitution in the premises.

Dated: ������������������������������������

NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatsoever.

Exhibit 5.1

LOGO ��

HUNTON & WILLIAMS LLP

200 PARK AVENUE

NEW YORK, NEW YORK 10166-0005

TEL�����212���309���1000

FAX����212���309���1100

November�10, 2014 �� FILE NO: 41147.000423

Board of Directors

Philip Morris International Inc.

120 Park Avenue

New York, New York 10017

Re: Legality of Securities Issued under Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to Philip Morris International Inc., a Virginia corporation (the �Company�), in connection with (1)�the registration by the Company of an indeterminate amount of its debt securities (the �Debt Securities�) and warrants to purchase Debt Securities, as set forth in the Registration Statement on Form S-3 (Registration No.�333-194059) (the �Registration Statement�) filed by the Company on February�21, 2014 with the Securities and Exchange Commission (the �Commission�) pursuant to the Securities Act of 1933, as amended (the �Act�), and (2)�the Company�s offering and sale of $500,000,000 aggregate principal amount of its 1.250% Notes due 2017, $750,000,000 aggregate principal amount of its 3.250% Notes due 2024 and $750,000,000 aggregate principal amount of its 4.250% Notes due 2044 (collectively, the �Notes�).

The Notes were offered and sold as described in the prospectus, dated February�21, 2014, contained in the Registration Statement, and the prospectus supplement thereto, dated November�3, 2014 (collectively, the �Prospectus�). The Notes have been issued pursuant to an indenture (the �Indenture�), dated as of April�25, 2008, among the Company and HSBC Bank USA, National Association, as trustee.

This opinion is being furnished in accordance with the requirements of Item�16 of Form S-3 and Item�601(b)(5)(i) of Regulation�S-K.

We have examined originals or reproductions or certified copies of such records of the Company, certificates of officers of the Company and of public officials and such other documents as we have deemed necessary for the purpose of rendering this opinion, including, among other things:

(i) the Amended and Restated Articles of Incorporation of the Company, as amended through the date hereof;

ATLANTA AUSTIN BANGKOK BEIJING BRUSSELS CHARLOTTE DALLAS HOUSTON LONDON LOS ANGELES

McLEAN MIAMI NEW YORK NORFOLK RALEIGH RICHMOND SAN FRANCISCO TOKYO WASHINGTON

www.hunton.com


LOGO

Board of Directors

Philip Morris International Inc.

November 10, 2014

Page 2

(ii) the Amended and Restated By-laws of the Company, as amended through the date hereof;

(iii) the resolutions of the Board of Directors of the Company authorizing the registration and the issuance and sale of the Notes;

(iv) the Registration Statement, the Prospectus and the documents incorporated therein by reference;

(v) a copy of the Underwriting Agreement;

(vi) an executed copy of the Terms Agreement;

(vii) an executed copy of the Indenture; and

(viii) executed copies of the Notes.

For purposes of the opinions expressed below, we have assumed: (a)�the authenticity of all documents submitted to us as originals; (b)�the conformity to the originals of all documents submitted to us as certified photostatic or electronic copies and the authenticity of the originals of such documents; (c)�the legal capacity of natural persons; (d)�the genuineness of all signatures; and (e)�the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof (other than the due authorization, execution and delivery of the documents identified in (vi)�through (viii)�above by the Company and the validity, binding effect and enforceability thereof upon the Company).

We do not purport to express an opinion on any laws other than the laws of the Commonwealth of Virginia and the State of New York.

Based upon the foregoing and subject to the qualifications set forth below, we are of the opinion that:

1. The Company has been duly incorporated and is validly existing and in good standing under the laws of the Commonwealth of Virginia, with corporate power and authority to issue the Notes in accordance with and subject to their terms and the terms of the Indenture.

2. The Notes are valid, binding and enforceable obligations of the Company, entitled to the benefits of the Indenture.

The opinions set forth above are subject to the qualification that the validity, binding effect and enforceability of the Company�s obligations under the Indenture and the Notes may be


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Board of Directors

Philip Morris International Inc.

November 10, 2014

Page 3

subject to (i)�the effects of bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance, and other laws relating to or affecting creditors� rights generally, (ii)�general principles of equity (whether considered in a proceeding at law or in equity) and (iii)�concepts of materiality, unconscionability, reasonableness, impracticability or impossibility of performance, good faith and fair dealing.

We hereby consent to (i)�the filing of this opinion with the Commission as an exhibit to the Company�s Current Report on Form 8-K filed on the date hereof, (ii)�the incorporation by reference of this opinion into the Registration Statement and (iii)�the reference to our firm under the caption �Legal Matters� in the Registration Statement and the Prospectus. By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section�7 of the Act or the rules and regulations of the Commission promulgated thereunder.

This opinion is limited to the matters stated in this letter, and no opinions may be implied or inferred beyond the matters expressly stated in this letter. The opinions expressed in this letter speak only as of its date. We do not undertake to advise you of any changes in the opinions expressed herein from matters that might hereafter arise or be brought to our attention.

Very truly yours,

/s/ Hunton�& Williams LLP



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