8-K

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): May 16, 2013

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 May 21, 2013, Philip Morris International Inc. (“PMI”) issued a press release announcing that

Grupo Carso, S.A.B. de C. V., pursuant to a prior agreement with a wholly-owned subsidiary of PMI, will sell to PMI its 20% interest in Philip Morris Mexico, S.A. de C.V. (“PMM”), PMI's Mexican tobacco business. The final purchase price, currently estimated to be approximately $700 million, will be determined by a pre-agreed formula. It is subject to a potential adjustment based on PMM's actual performance over three years ending two years after the closing of the purchase. The transaction, as a result of which PMI will own 100% of PMM, is expected to be completed by September 30, 2013, subject to the approval of the Mexican antitrust authority, and is projected to be immediately marginally accretive to PMI's earnings per share as of the fourth quarter of 2013. Mr. Carlos Slim Helú, a director of PMI, has an affiliation with Grupo Carso.

A copy of the press release is attached hereto as Exhibit 99.1. and is incorporated herein by reference.

The information on PMI's website referenced in the press release, is not, and shall not be deemed to be, part of this Form 8-K or incorporated into any filing PMI makes with the Securities and Exchange Commission, except as expressly set forth in such a filing.

Item 9.01. Exhibits.

(d) Exhibits

99.1    Philip Morris International Inc. Press Release, dated May 21, 2013.

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: May 21, 2013

EXHIBIT INDEX

Exhibit No.	Description
99.1	Philip Morris International Inc. Press Release, dated May 21, 2013.

EX-99.1

PRESS RELEASE

Investor Relations:        Media:                            

New York: +1 (917) 663 2233    Lausanne: +41 (0)58 242 4500                            

Lausanne: +41 (0)58 242 4666

Exhibit 99.1

PHILIP MORRIS INTERNATIONAL INC. (“PMI”) TO ACQUIRE REMAINING

20% INTEREST IN ITS MEXICAN SUBSIDIARY

NEW YORK, May 21, 2013 - Philip Morris International Inc. (NYSE / Euronext Paris: PM) announces that Grupo Carso, S.A.B. de C. V. (“Grupo Carso”) will sell to PMI its 20% interest in Philip Morris Mexico, S.A. de C.V. (“PMM”), PMI's Mexican tobacco business. The final purchase price, currently estimated to be approximately $700 million, will be determined by a pre-agreed formula. It is subject to a potential adjustment based on PMM's actual performance over three years ending two fiscal years after the closing of the purchase. The transaction, as a result of which PMI will own 100% of PMM, is expected to be completed by September 30, 2013, subject to the approval of the Mexican antitrust authority, and is projected to be immediately marginally accretive to PMI's earnings per share as of the fourth quarter of 2013.

PMI's relationship with Grupo Carso, and its founder Carlos Slim Helú, spans more than 30 years. "We would like to express our profound gratitude to Carlos Slim Helú and Grupo Carso, with whom we have built a successful partnership that has positioned PMM as the leading tobacco company in Mexico," said André Calantzopoulos, Chief Executive Officer of PMI. "We have benefited greatly from our partnership with Grupo Carso and we remain confident in our ability to excel in this important market in the years ahead,” added James Mortensen, PMI's President, Latin America and Canada Region.

“After more than 30 years of a very successful partnership of great harmony and cooperation that led PMM to continuous market share growth in the Mexican tobacco market, it is now time to leave PMM in the hands of one of the best management teams and organizations in the world, led by Louis C. Camilleri and André Calantzopoulos,” expressed Mr. Carlos Slim Helú on behalf of Grupo Carso. Mr. Carlos Slim Helú is a member of the Board of Directors of PMI.

In 2012, PMI's market share of Mexico's total tax-paid cigarette industry volume of 33.6 billion cigarettes was 73.5%. PMI's flagship brand, Marlboro, is the leading brand in Mexico with a market share in 2012 of 53.6%.

Philip Morris International Inc.

Philip Morris International Inc. (PMI) is the leading international tobacco company, with seven of the world’s top 15 international brands, including Marlboro, the number one cigarette brand worldwide. PMI's products are sold in more than 180 markets. In 2012, the company held an estimated 16.3% share of the total international cigarette market outside of the U.S., or 28.8% excluding the People’s Republic of China and the U.S. For more information, see www.pmi.com.