Securities Registration (section 12(b)) (8-a12b)
August 17 2017 - 3:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Philip Morris
International Inc.
(Exact Name of Registrant as Specified in Its Charter)
Virginia
(State of
incorporation or organization)
13-3435103
(I.R.S. Employer Identification No.)
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120 Park Avenue, New York, New York
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10017
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(Address of Principal Executive Offices of Registrant)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class
to be so Registered
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Name of Each Exchange on Which
Each Class is to be Registered
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2.375% Notes due 2022
3.125% Notes due 2027
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New York Stock Exchange
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. ☒
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ☐
Securities Act registration statement file number to which this form relates:
333-216046
Securities
to be registered pursuant to Section 12(g) of the Act:
None.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1.
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Description of Registrants Securities to be Registered
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The descriptions of the
general terms and provisions of the 2.375% Notes due 2022 and 3.125% Notes due 2027 of Philip Morris International Inc. (the Registrant), to be registered hereby, contained under the heading Description of Debt Securities in
the Registrants Registration Statement on Form S-3 (No. 333-216046) (the Registration Statement) and under the heading Description of Notes in the Registrants Prospectus Supplement, dated August 14, 2017, to
the Prospectus contained in the Registration Statement and filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended, are incorporated by reference herein.
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Exhibit
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Description
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4.1
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Form of 2.375% Notes due 2022 (incorporated by reference to Exhibit 4.1 to Current Report on
Form 8-K
filed by the Registrant on August 17, 2017).
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4.2
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Form of 3.125% Notes due 2027 (incorporated by reference to Exhibit 4.2 to Current Report on
Form 8-K
filed by the Registrant on August 17, 2017).
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4.3
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Indenture, dated as of April 25, 2008, between the Registrant and HSBC Bank USA, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to the Registrants Registration Statement on Form S-3 (No.
333-150449), dated April 25, 2008).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: August 17, 2017
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PHILIP MORRIS INTERNATIONAL INC.
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By:
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/s/ J
ERRY
W
HITSON
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Name:
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Jerry Whitson
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Title:
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Deputy General Counsel and Corporate Secretary
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INDEX TO EXHIBITS
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Exhibit
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Description
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4.1
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Form of 2.375% Notes due 2022 (incorporated by reference to Exhibit 4.1 to Current Report on
Form 8-K
filed by the Registrant on August 17, 2017).
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4.2
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Form of 3.125% Notes due 2027 (incorporated by reference to Exhibit 4.2 to Current Report on
Form 8-K
filed by the Registrant on August 17, 2017).
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4.3
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Indenture, dated as of April 25, 2008, between the Registrant and HSBC Bank USA, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to the Registrants Registration Statement on Form S-3 (No.
333-150449), dated April 25, 2008).
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