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.)

 

120 Park Avenue, New York, New York		10017
(Address of Principal Executive Offices of Registrant)		(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class to be so Registered		Name of Each Exchange on Which Each Class is to be Registered
1.625% Notes due 2017 4.500% Notes due 2042		New York Stock Exchange

 

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. x		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: 333-172490

Securities to be registered pursuant to Section 12(g) of the Act: None.

 

 

---

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1.

Description of Registrant’s Securities to be Registered.

The descriptions of the general terms and provisions of the 1.625% Notes due 2017 and the 4.500% Notes due 2042 of Philip Morris International Inc. (the “Registrant”), to be registered hereby, contained under the heading “Description of Debt Securities” in the Registrant’s Registration Statement on Form S-3 (No. 333-172490) (the “Registration Statement”) and under the heading “Description of Notes” in the Registrant’s Prospectus Supplement, dated March 14, 2012, 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.

 

Item 2.		Exhibits.
		Exhibit		Description
		4.1		Form of 1.625% Notes due 2017 (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed by the Registrant on March 20, 2012).
		4.2		Form of 4.500% Notes due 2042 (incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed by the Registrant on March 20, 2012).
		4.3		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 Registrant’s Registration Statement on Form S-3 (No. 333-150449), dated April 25, 2008).

---

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: March 20, 2012

 

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

 

---

INDEX TO EXHIBITS

 

						Exhibit		Description
						4.1		Form of 1.625% Notes due 2017 (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed by the Registrant on March 20, 2012).
						4.2		Form of 4.500% Notes due 2042 (incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed by the Registrant on March 20, 2012).
						4.3		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 Registrant’s Registration Statement on Form S-3 (No. 333-150449), dated April 25, 2008).