PHILIP MORRIS INTERNATIONAL INC. (the “Company”) Debt Securities TERMS AGREEMENT

Exhibit 1.2

XXXXXX XXXXXX INTERNATIONAL INC.

(the “Company”)

Debt Securities

TERMS AGREEMENT

April 29, 2019

XXXXXX XXXXXX INTERNATIONAL INC.

000 Xxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention:     Xxxxx de Rooij

 Vice President Treasury and Corporate Finance

Dear Ladies and Gentlemen:

On behalf of the several Underwriters named in Schedule A hereto and for their respective accounts, 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 Xxxxxx Xxxxxx International Inc.’s registration statement on Form S-3 (No. 333-216046) and which is incorporated herein by reference (the “Underwriting Agreement”), the following securities on the following terms:

Debt Securities

Title:

2.875% Notes due 2024 (the “2024 Notes”) and the 3.375% Notes due 2029 (the “2029 Notes” and, together with the 2024 Notes, the “Notes”).

Principal Amount:

In the case of the 2024 Notes, $900,000,000.

In the case of the 2029 Notes, $750,000,000.

Interest Rate:

In the case of the 2024 Notes, 2.875% per annum, from May 1, 2019, payable semi-annually in arrears on May 1 and November 1, commencing November 1, 2019, to holders of record on the preceding April 15 or October 15, as the case may be.

In the case of the 2029 Notes, 3.375% per annum, from May 1, 2019, payable semi-annually in arrears on February 15 and August 15, commencing August 15, 2019, to holders of record on the preceding February 1 or August 1, as the case may be.

Maturity:

In the case of the 2024 Notes, May 1, 2024.

In the case of the 2029 Notes, August 15, 2029.

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, société anonyme, or Clearstream, or Euroclear Bank S.A./N.V., or Euroclear, or their respective designated custodian, as the case may be, in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Conversion Provisions:

None.

Optional Redemption:

Prior to the date that is one month prior to maturity, the Company may redeem the 2024 Notes, in whole or in part, at the Company’s election at a make-whole price, as described under the caption “Description of Notes—Optional Redemption” in the prospectus supplement.

On or after the date that is one month prior to maturity, the Company may redeem the 2024 Notes, in whole or in part, at the Company’s election, at par, as described under the caption “Description of Notes—Optional Redemption” in the prospectus supplement.

Prior to the date that is three months prior to maturity, the Company may redeem the 2029 Notes, in whole or in part, at the Company’s election at a make-whole price, as described under the caption “Description of Notes—Optional Redemption” in the prospectus supplement.

On or after the date that is three months prior to maturity, the Company may redeem the 2029 Notes, in whole or in part, at the Company’s election, at par, as described under the caption “Description of Notes—Optional Redemption” in the prospectus supplement.

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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.

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 2024 Notes, 99.147% of the principal amount of the 2024 Notes.

In the case of the 2029 Notes, 98.217% of the principal amount of the 2029 Notes.

Expected Reoffering Price:

In the case of the 2024 Notes, 99.447% of the principal amount of the 2024 Notes.

In the case of the 2029 Notes, 98.667% of the principal amount of the 2029 Notes.

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Names and Addresses of the Representatives of the Several Underwriters:

BBVA Securities Inc.

1345 Avenue of the Americas, 00^xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Xxxxxx Xxxxxx

Attention: Debt Capital Markets

Citigroup Global Markets Inc.

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Xxxxxx Xxxxxx

Attention: General Counsel

Fax: 000-000-0000

Xxxxxxx Sachs & Co. LLC

000 Xxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Xxxxxx Xxxxxx

Attention: Registration Department

HSBC Securities (USA) Inc.

000 Xxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Xxxxxx Xxxxxx

Attention: Transaction Management Group

Fax: 000-000-0000

X.X. Xxxxxx Securities LLC

000 Xxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Xxxxxx Xxxxxx

Attention: High Grade Syndicate Desk

Mizuho Securities USA LLC

000 Xxxx Xxxxxx, 00^xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Xxxxxx Xxxxxx

Attention: Debt Capital Markets

Fax: 000-000-0000

SG Americas Securities, LLC

000 Xxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Xxxxxx Xxxxxx

Attention: Bond Syndicate/4^th Floor

Fax: 000-000-0000

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SMBC Nikko Securities America, Inc.

000 Xxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Xxxxxx Xxxxxx

Attention: Debt Capital Markets

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 6:10 p.m. (New York City time) on the date of this Terms Agreement.

2. Subsection (aa) of Section 2 of the Underwriting Agreement is hereby amended as follows:

“(aa) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), the European Union or Her Majesty’s Treasury (“HMT”) (collectively, “Sanctions”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of or business in any country or territory that is, or the activities of any person that is, currently subject to any Sanctions.”

3. 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, eleventh and twelfth 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.”

4. 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.

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(b) Each Underwriter hereby severally represents and agrees that it has not offered, sold or otherwise made available, and will not offer, sell or otherwise make available, any Notes to any retail investor in the European Economic Area. For the purposes of this provision:

(i) the expression “retail investor” means a person who is one (or more) of the following:

a. a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or

b. 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

c. not a qualified investor as defined in Directive 2003/71/EC (as amended, the “Prospectus Directive”); and

(ii) the expression “offer” includes 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 the Notes.

(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 Xxx 0000 (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 (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.

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(e) Each Underwriter hereby severally represents and agrees that (1) the Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and Futures Act”) and (2) 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 (A) to an institutional investor pursuant to Section 274 of the Securities and Futures Act, (B) 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 (C) 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 the Notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended (the “FIEL”)), and 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 FIEL and any other applicable laws, regulations and ministerial guidelines of Japan.

(g) Each Underwriter hereby severally represents and agrees that it has offered or sold and will offer or sell the Notes in Canada 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 will be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws; and 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 the offering of the Notes.

5. Section 14 of the Underwriting Agreement is hereby added as follows:

“14. Recognition of the U.S. Special Resolution Regimes

(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of the Underwriting Agreement, and any interest and obligation in or under the Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

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(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Underwriting Agreement were governed by the laws of the United States or a state of the United States.

For purposes of this Section 14:

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.”

The Closing will take place at 9:00 a.m., New York City time, on May 1, 2019 (the “Closing Date”), at the offices of Hunton Xxxxxxx Xxxxx LLP (as successor to Hunton & Xxxxxxxx LLP), 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

The Notes will be made available for checking at the offices of Hunton Xxxxxxx Xxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (unless another location shall be agreed to by the Company and the Underwriters) at least 24 hours prior to the Closing Date.

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

Very truly yours,
Acting as Representatives of the several Underwriters
BBVA SECURITIES INC.
By:		/S/ XXXXXXX XXXXXXXXX
Name:		Xxxxxxx Xxxxxxxxx
Title:		Managing Director

[Signature Page to Terms Agreement]

CITIGROUP GLOBAL MARKETS INC.
By:		/S/ XXXX X. XXXXXXX
Name:		Xxxx X. Xxxxxxx
Title:		Director

[Signature Page to Terms Agreement]

XXXXXXX SACHS & CO. LLC
By:		/S/ XXXXXXX XXXXXXX
Name:		Xxxxxxx Xxxxxxx
Title:		Vice President

[Signature Page to Terms Agreement]

HSBC SECURITIES (USA) INC.
By:		/S/ XXXXX XXXXX
Name:		Xxxxx Xxxxx
Title:		Managing Director

[Signature Page to Terms Agreement]

X.X. XXXXXX SECURITIES LLC
By:		/S/ XXXXX XXXXXX
Name:		Xxxxx Xxxxxx
Title:		Executive Director

[Signature Page to Terms Agreement]

MIZUHO SECURITIES USA LLC
By:		/S/ XXXXXX XXXXXXXXXXX
Name:		Xxxxxx Xxxxxxxxxxx
Title:		Vice President

[Signature Page to Terms Agreement]

SG AMERICAS SECURITIES, LLC
By:		/S/ XXXXXXX X. XXXXX
Name:		Xxxxxxx X. Xxxxx
Title:		MD – Head of US Bond Syndicate

[Signature Page to Terms Agreement]

SMBC NIKKO SECURITIES AMERICA, INC.
By:		/S/ XXXXXXXXX XXXXXX
Name:		Xxxxxxxxx Xxxxxx
Title:		Managing Director

[Signature Page to Terms Agreement]

Accepted:
XXXXXX XXXXXX INTERNATIONAL INC.
By:		/S/ XXXXX DE ROOIJ
Name:		Xxxxx de Rooij
Title:		Vice President Treasury and Corporate Finance

[Signature Page to Terms Agreement]

SCHEDULE A

DEBT SECURITIES

Underwriters		2024 Notes				2029 Notes
BBVA Securities Inc.		$	109,125,000			$	90,938,000
Citigroup Global Markets Inc.		$	109,125,000			$	90,938,000
Xxxxxxx Sachs & Co. LLC		$	109,125,000			$	90,938,000
HSBC Securities (USA) Inc.		$	109,125,000			$	90,938,000
X.X. Xxxxxx Securities LLC		$	109,125,000			$	90,938,000
Mizuho Securities USA LLC		$	109,125,000			$	90,938,000
SG Americas Securities, LLC		$	109,125,000			$	90,938,000
SMBC Nikko Securities America, Inc.		$	109,125,000			$	90,938,000
UBS Securities LLC		$	27,000,000			$	22,496,000
Total		$	900,000,000			$	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. 333-216046

FINAL TERM SHEET

Xxxxxx Xxxxxx International Inc.

Dated April 29, 2019

2.875% Notes due 2024

3.375% Notes due 2029

Issuer:		Xxxxxx Xxxxxx International Inc.
Offering Format:		SEC Registered
Security:		2.875% Notes due 2024 (the “2024 Notes”) 3.375% Notes due 2029 (the “2029 Notes”)
Aggregate Principal Amount:		2024 Notes: $900,000,000 2029 Notes: $750,000,000
Maturity Date:		2024 Notes: May 1, 2024 2029 Notes: August 15, 2029
Coupon:		2024 Notes: 2.875% 2029 Notes: 3.375%
Interest Payment Dates:		2024 Notes: Semi-annually on each May 1 and November 1, commencing November 1, 2019 2029 Notes: Semi-annually on each February 15 and August 15, commencing August 15, 2019
Record Dates:		2024 Notes: April 15 and October 15 2029 Notes: February 1 and August 1
Price to Public:		2024 Notes: 99.447% of principal amount 2029 Notes: 98.667% of principal amount
Underwriting Discount:		2024 Notes: 0.300% of principal amount 2029 Notes: 0.450% of principal amount
Net Proceeds:		2024 Notes: $892,323,000 (before expenses) 2029 Notes: $736,627,500 (before expenses)
Benchmark Treasury:		2024 Notes: 2.250% due April 30, 2024 2029 Notes: 2.625% due February 15, 2029
Benchmark Treasury Price/Yield:		2024 Notes: 99-221⁄4 / 2.315% 2029 Notes: 100-26 / 2.531%

Spread to Benchmark Treasury:		2024 Notes: +68 basis points 2029 Notes: +100 basis points
Yield to Maturity:		2024 Notes: 2.995% 2029 Notes: 3.531%
Optional Redemption:		2024 Notes: Prior to April 1, 2024: Make-whole redemption at Treasury plus 12.5 bps On or after April 1, 2024: Redemption at par 2029 Notes: Prior to May 15, 2029: Make-whole redemption at Treasury plus 15 bps On or after May 15, 2029: Redemption at par
Settlement Date (T+2):		May 1, 2019
CUSIP/ISIN:		2024 Notes: CUSIP Number: 718172 CH0 ISIN Number: US718172CH08 2029 Notes: CUSIP Number: 718172 CJ6 ISIN Number: US718172CJ63
Listing:		Application will be made to list each of the 2024 Notes and the 2029 Notes on the New York Stock Exchange
Joint Book-Running Managers:		BBVA Securities Inc. Citigroup Global Markets Inc. Xxxxxxx Sachs & Co. LLC HSBC Securities (USA) Inc. X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC SG Americas Securities, LLC SMBC Nikko Securities America, Inc.
Co-Manager:		UBS Securities LLC

Allocations:		2024 Notes				2029 Notes
BBVA Securities Inc.		$	109,125,000			$	90,938,000
Citigroup Global Markets Inc.		$	109,125,000			$	90,938,000
Xxxxxxx Sachs & Co. LLC		$	109,125,000			$	90,938,000
HSBC Securities (USA) Inc.		$	109,125,000			$	90,938,000
X.X. Xxxxxx Securities LLC		$	109,125,000			$	90,938,000
Mizuho Securities USA LLC		$	109,125,000			$	90,938,000
SG Americas Securities, LLC		$	109,125,000			$	90,938,000
SMBC Nikko Securities America, Inc.		$	109,125,000			$	90,938,000
UBS Securities LLC		$	27,000,000			$	22,496,000
Total		$	900,000,000			$	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 XXXXX on the SEC website at xxx.xxx.xxx. 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 BBVA Securities Inc. toll free at 0-000-000-0000, Citigroup Global Markets Inc. toll free at 1-800-831-9146, Xxxxxxx Xxxxx & Co. LLC toll free at 0-000-000-0000, HSBC Securities (USA) Inc. toll free at 0-000-000-0000, X.X. Xxxxxx Securities LLC collect at 0-000-000-0000, Mizuho Securities USA LLC toll free at 1-866-271-7403, SG Americas Securities, LLC toll free at 0-000-000-0000 and SMBC Nikko Securities America, Inc. toll free at 0-000-000-0000.