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/t c`,2 JL !~'a?! ~ °'>~~ Exhibit B Draft DF 9/12/73 In connection with the % Swiss Franc Loan of 1973/1988 (the "Loan"), Philip Morris Incorporated, New York, N.Y. has issued the following letter: November , 1973 Swiss Bank Corporation 1, Aeschenvorstadt Basle, Switzerland Union Bank of Switzerland 45 Bahnhofstrasse Zurich, Switzerland Swiss Credit Bank 8 Paradeplatz Zurich, Switzerland Gentlemen: Philip Morris Incorporated (hereinafter referred to as the "Company") has the honor to furnish you with the following information in connection with its % Swiss Franc Loan of 1973/1988 in the aggregate principal amount of million Swiss Francs, which is to be the subject of a public offering in Switzerland by Swiss Bank Corporation, Union Bank of Switzerland and Swiss Credit Bank (hereinafter referred to as the "Banks"). The Loan will be represented by bearer bonds (the "Bonds") of S. Frs. 100,000 and 5,000 denominations. - THE COMPANY The Company was incorporated in the Commonwealth of Virginia in 1919 for an unlimited term. The registered office and place of business of the Company is located at 700 East Main Street, Richmond, Virginia 2~2}~ Its principal executive offices are located at 100 Park Avenue, New York, New York 10017. The Company is primarily engaged in the manufacture and sale of cigarettes and beer. The authorized capital of the Company consists of 50,000,000 shares of Common Stock with a par value of $1 per share and 102,689 shares of Cumulative Preferred Stock with a par value of $100 per share consisting of two classes: 3.90% Series and 4% Series. As of September 30, 1973, there were outstanding shares of Common Stock, shares of the 3.90% Series and shares of the 4% Series. Each holder of Common Stock is entitled to one vote per share. Whenever dividends on the Cumulative Preferred Stock are in arrears in an amount equal to six quarterly dividends, the holders thereof become entitled to two votes for each share held. If the number of shares of Common Stock, the holders of which are entitled to vote, exceeds 5 000 000 at such time, the vote per share to which they are entitled is reduced to that fraction of one vote per shar-e of which the numerator is 5,000,000 and the denominator is the'number of shares of Common Stock the -ha? . cf` %,hich to vOLe. 1

Cnpit:' 11:;ntic+u nf Llrc• ('un>::tiy anrl Cc,ri:,elld:;Lrri .Iub:.idlarirr;; Th,.- c:i},ILa11t,iotr of' the Comnany .Lrrcl Con:olid atc•d L',ub:,idiarie: a~ of c:pLc ra>c:r itl, 11?73 and r`r•o fnrm:t as of that dlte al'tcr (;ivir,t; effcct to Llic• iL;ouztnce of' Ltiu tionci:; ttnd thr~ ur;e of Lhe net proceeds Lhcreof (e:;tir:ated at U.S. ~) to reduce tihort-term debt was as folloi•:s: I Outstanding Pro F'orrna. U.S.$ U.S.$ Short-Terr,r Notes ........................... Funded Debt (1): n % Swiss Franc Loan of 1973/1988 (2). Senior Notes due January 1, 1980 (3)..~:.. 4.90% Notes due November 1, 1989.. .. 6 5/8% Sinking Fund Debentures due 1993.. 6 3/4% Deutsche P•1ark Bearer Bonds of 1972/1987 .............................. 7 1J2`: Cuaranteed Dutch Guilder P.otes due 1975-1978 ........... ............ 8% Guaranteed Notes Due 1978 ............ 8 1/2A Guaranteed Sinking Fund Deben- tures due 1986 ......................... 4 1/2% Subordinated Guaranteed Deben- tures due 1988 ......................... 4 3/4% Subordinated GuaranteedISeben- . . ....... tttres due 1989........... 6% Convc:r•tible Subordinated Debentures due 1994 ......• ........ .. . ..... 10% SubordinatedNotes due August.1, 1902........ .. ........ ............... Other notes anddebentures~ ............. Cumulative Preferred Stock, par value $100 per share (4): 4% Series ................................ 3.90% Series ............................. Common Stock, par value $1 per share (5)... (1) Including current maturities. The Company has recently entered into a Eurodollar revolving credit arrangement aggregat- ing $180,000,000. It is anticipated that $45,000,000 of this credit will be taken down prior to October 31, 1973 at an interest rate 1/2 of 1% in excess of the London Interbank offered rate at the time of borrowing. A commitment fee is payable on the unused portion of $90,000,000 of the arrangement at the rate of 1/4 of 1% per annum. (2) Converted into U.S. Dollars at the rate of S. Frs. per U.S. Dollars. (3) Pursuant to loan agreements with six banks, the intere:,t rate ic a fluctuating rZte of 1/2% above the base rate of each b:uil: or 90•-d1y lo.inn to r;^pon::ible and substantial commercial brri•r,trer:: !(uw;.v r, L},er;urrt,r,r,y':, at:~rt't*1t~ int:prest cost to artd at m:tLur•3ty i:t limitod to aihrtt. Lt v:cjuld hrLvt: boort it' inL~ rc;r.L wt.ro cc,u:E7ni:ed ttt Lh- ratt• c,f 7 3/4% t,er• annum durInl; ttu• life of the l.u:tti::.

(~~) I:xrJ.u:;ivc of' -,hares of 4% 5cries and ,;}iarc.n ot' 3.}Or Se i 5c :, held 1.n Lrcacury. (', ) The number of ::h:ire:, outntanding is exclu:;ivic ef: a max. imum ui' shares rn.,crvcd under the Compan,y' :: stock ot,t;ioci p1ailc; c:hare:; reserved for conver:;lon of the 11 3/t}N :;uLorciiriat(:d Guarant:ecd Debetitures; ahare> re;:,.i•ved for the conversion of the Gp Convertible Subordinated Debentures; and . shares hcld in treasury of which shares were reserved for conversion of the 4 1/2p Subordinated Guaranteed Debentures. In the last five years, the Company has paid the following per share dividends: Common Stock 1972 1971 1970 1969 1968 1.2 $1.20 $1.00 $0.95 '0. 0 (Ad,justed for 2-for-1 stock split up in 1969) Tn 1973, the Comnan,y has naid dividends on its Common Stock of Y1.322 ner share, the last such dividend, $0.35 per share, having been paid on October 12, 1973. Since the issuance of the Cumulative Preferred Stock 4%. and 3.90% Series in 1945 and 1950, respectively, all dividends due have been paid by the Company. Use of Proceeds The net proceeds of the Loan will be applied against short-term borrowings and may be used for other corporate purposes. The Company may make additional borrowings or sell additional securities either in the United States or abroad. Fiscal Year and Auditors The fiscal year of the Company ends on the 31st of December of each year. The independent auditors for the Company are Coopers & Lybrand (formerly Lybrand, Ross Bros. & Montgomery), 1251 Avenue of the Americas, New York, New York, U.S.A. Manapement _ The, present members of the.Board of Directors of the Company are: Name Principal Occupation ~ Address James C. Bowling Vice President & Director New York, N.Y. of Corporate Affairs Alfred Brittain III President of Bankers Trust New York, N.Y. . Company

N, rrn, • L'r•.innjrvrl t)ccuont.Iotr I Adctr-:; :: Andrrrw C. firitt.on Vicc Prr^trient: P, >enior Richmonct, Va. Vico I'rosident Of Philip r4orrt: U.:,.A. Georr;r, V. Co:nr'nri: Presiclent of Georf;e Comfort New Yorl;, N.Y. & Sono Company, Tnc., Rea l Es tate Mznaf;ement 'r John F. Cool:m.zn Senior Vice President & New York, N.Y. Chief Financial Officer# Jose Antonio Cordido- Member of Arismendi, Caracas,Venezuela Freytes Betancourt,•Cordido & Associates, Attorneys, - & President of C.A. Tabacalera Nacional Hugh Cullman Joseph F. Cullman~3rd Executive Vice President & President of Philip Morris International* Chairman of the Board and Chief Executive Officer* New York, N.Y. New York, N.Y. Richard W. Dammann Member of Dammann & New York, N.Y. Heming, Attorneys Clifford H.Goldsmith Executive Vice President New York, N.Y. & President of Philip ;•".orrio U.S.A. John T. Landry Vice President & Executive New York, N.Y. Vice President of Philip Morris U.S.A. Edward Lasker Counsel, McKenna, Fitting Los Angeles,Calif. & Finch, Attorneys F, T. Newman Lawler Member of Lawler, Sterling New York, N.Y. & Kent, Attorneys* H. Robert Marschalk President of Richardson- New York, N.Y. Merrell Incorporated, pharmaceuticals manufacturer Ross R. Millhiser President* New York, N.Y. T. Justin Moore, Jr. President & Chief Operat- ing & Financial Officer, ~ Virginia Electric & Power Co. Richmond, Va. John A. Murphy Vice President & President Milwaukee, Wisc. of Miller Brewing Company r

P7.,)mo Principal Or.cupation I Ac(3t'e ^,:; GeorF;e Wei:;:;man Vice Chairman oC the Now York, N.Y. Board* J. Harvi.e l•Iilkinson,Jr. Consultant,Unit;cd Virfrirtia Richmond, Va. Bankshares Incorporated* R9argaret F3. Young Chairman, '•'.Ititney 114. Youn,;, New York, N.Y. Jr. Memorial Foundation t ") Member of Executive Committee of the Company's Board of Directors. The following Officers are anpointed by the Board of Directors: Name Title AddrPSs Joseph F. Cullman 3rd Chairman of the Board New York, N.Y. n & Chief Executive Officer George Weissman Vice Chairman of the Board New York, N.Y. Ross R. Millhiser President New York, N.Y. Hugh Cullman Executive Vice President New York, N.Y. Clifford Ii. Goldsmith Executive Vice President New York, N.Y. John E. Cookman Senior Vice President New York, N.Y. Thomas F. Ahrensfeld Vice President & General New York, N.Y. Counsel James C. Bowling Vice President New York, N.Y. Andrew C. Britton Vice President Richmond, Va. C. Gilbert Collingwood Vice President & Treasurer New York, N.Y. S. Lyle Graham Vice President New York, N.Y. John T. Landry Vice President New York, N.Y. Jetson E. Lincoln Vice President New York, N.Y. Charles F. Lombard Vice President Montreal,Canada George W. Macon,Jr. Vice President Richmond, Va. Hamish Maxwell Vice President Melbourne, Australia John A. Murphy Vice President Milwaul:ee, Wisc . William J. O'Connor Vice President New York N.Y. h.~ , 4 db Philip J. Reilly Vice President Mission Viejo, ta, Calif. C! 0. GJ Cc.trl.o;, 1?. SZlf;uero Vi ce F'resident- Madrid flra,irt fV , ~ v

Name Title Address itrn,j amin A. Soyars Vice President Richmond, Va. Pi,cd M. Stefan Vice President Milwaukee, Wisc. Ronald H. Thomson Vice President. Lausanne, Switzerland Dr. Helmut R. R. Wakeham Vice President Richmond, Va. Eugene J. T. Flanagan Associate General New York, N.Y; Counsel, Secretary Walter F. Sperber Controller New York, N.Y. Stephen F. W. Ball Assistant Treasurer New York, N.Y. & Assistant Secretary Buford A. Tynes Assistant Treasurer New York, N.Y. ~ Robert H. Souther Assistant Controller New York, N.Y. Robert A. White Assistant Controller New York, N.Y. Mary E. Russell Assistant Secretary New York, N.Y. 0 aw _'`-----

TA °n'T'T( i f/ ( 'F '('Irr': I:,tN F)•^• Incnrnr~ Trix,-^ 4 Principal, Tnlernirun (if any) and intere: t on the F3onds are to be paici without dc•ductinn of an.y present or future taxes, fee:, or dutie:: of whatsoever naturc payable by withholding at source which•,-rre trrposed by or in the United States of Amc•rica. Any tar.es, f0f-s or duties payable by withholdinr. at source by or Ln the United 'SLates of America will be paid by the Company so that payment of the Fionds and interc•st coupons can be made at their full face value (including premium, if any). However, the Company is not obligated to pay additional amounts on account of any such taxes, fees or duties to which any bondholder is subject for any reason other than the mere fact of his being a holder of bonds or interest coupons. Interest Enualization Tax . The Company has elected pursuant bo Section 4912(c) of the United States Internal Revenue Code to treat the Bonds as debt obliGa- tions of a foreign oblif;or for purposes of the interest equali- zation tax, and United States persons as defined in Section 4920 (a)(4) of such Code, including residents of the United States, other than the Company, acquiring Bonds will be required to pay interest equalization tax at the rate of tax applicable to the acquisition of stock of a foreign issuer. Death and Estate Taxes In the opinion of counsel for the Company, under presently existing legislation a Bond or interest coupon held by a person who at the time of death is not a citizen or resident of the United States of America will not be subject to Federal or State estate, dcath or inheritance taxes in the United States, as a result of such person's death. BUSINESS OF THE COMPANY . The Company is a diversified multi-national company engaged directly and through subsidiaries, primarily in the manufacture and sale of cigarettes and beer. Based on estimated unit sales, the Company is the second largest cigarette manufacturer in the United States. The Company and its subsidiaries and affiliates (hereinafter sometimes referred to as "Philip Morris") employ approximately 33,000 persons. The principal cigarette brands in the United States are Marlboro, Benson & Hedges, Parliament, Philip Morris, Virginia Slims, Multifil.ter and Alpine. hiarlboro was reported to be the second best selling ciF;arette in the United States in 1972 and the Company believes that Marlboro is now the best selling cigarette in the world. I The principal beer brand is Miller High Life, one of the three premium-priced beers- nationally distributed in the United States. Lines of Business ~ For management purposes, Philip Morris is organized so as to 4b establish responsihility for clearly identifiable portions of its ~, business ihto five operating companies: Philip Morris U.S.A., w. Philip Morris International, Philip Morris Industrial, Miller ~ Brewinr Cornpan.y and, :>ince SePtembe>r 30, 1972, Mission Viejo Company. All of' t:hQcn are included in the consolidated •Qo finctricirL 7 :.tr~L ,;,,:nLr, c~rnLaitu,•d !il:rntn. -17- f

Operating revenues and income for the last five fiscal years of Philip Morris U.S.A•,P1111iP idorris International and Philip Morris Industrial, and or Miller Brewing Company and Mission Viejo Company since acquisition (see Notes (A) and (B) below) have been as follows: Years Ended December 31 1972 1971 1970 196 9 1968 (000 omitted) Operating Revenues Philip Morris U.S.A. $1,164,550 $1,035,178 $ 920,323 $ 800,949 $ 724,570 Philip Morris International 623,699 517,670 424,800 256,769 211,702 Philip tdorris Ind ustria 1 113,136 95,513 85,875 84,655 83,574 Miller Brewing Company (A) 211,262 204,134 78,542 Mission Viejo Company (A) 18,577 ,onsolidated Operat- ing Revenues (A) $2,131,224 $1,852,495 $1,509,540 $1,142,373 $1,019 846 Operating Income Philip Morris U.S.A. $ 194,072 $ 166,734 $ 138,051 $ 106,435 $ 87,954 Philip Morris International 84,095 66,968 54,167 38,717 31,391 Philip Morris Ind ust rial 7,735 6,135 6,049 5,392 6,814 Miller Brewing Company (B) 228 1,300 4,913 2,693 Mission Viejo Company (B) 1,331 Consolidated Operat- ing Income (B) $ 287L461 $ 241,137 $ 203,180 $ 153,237 $ 126,159 (A) Consolidated operating revenues include operating revenues of the Company and all wholly owned subsidiaries (Miller Brewing Company since August 1, 1970 and Mission Viejo Company since September 30, 1972). (B) Consolidated operating income includes the operating income of the Company and all wholly owned subsidiaries (Miller Brewing Company since August 1, 1970 and Mission Viejo Company since Septembbr 30, 1972) and the Company's equity in the net earnings of unaonsolidated subsidiaries (Miller Brewing Company from July 1, 1969 through July 31,. 1970).

The operating income attributable to tobacco product sales both within and without the United States during each of the periods covered by the above table was in an amount approximately equal to the total consolidated operating income for each such period. The combined non-tobacco operations of Philip Morris U.S.A. and Philip Morris International operated at a loss during each of the periods shown. Corporate expenses, interest and items which are not directly attributable to the operating companies are not allocated to them. In the opinion of management,any allocation thereof would be arbitrary and would diminish the accuracy of measurement of their performances. Total Philip Morris tobacco product sales, both within and with- out the United States, accounted for 80% of consolidated operat- ing revenues in 1972 and 1971, 85% in 1970, 88% in 1969 and 1968; and sales of beer, both within and without the United States, accounted for 11% of consolidated operating revenues in 1972 and 1971 and 5% in 1970. No other class of similar products accounted for as much as 10% of consolidated operating revenues in any year. Consolidated operating revenues include operating revenues of Miller Brewing Company since August 1, 1970 only. PHILIP MORRIS U.S.A. Philip Morris U.S.A. has responsibility for the development, manu- facture and marketing of consumer products, consisting principally of tobacco products and razor blades, sold mainly in the Uni-ted States. Consumer products distributed by Philip Morris U.S.A. are sold in highly competitive markets. Sales are made principally to wholesalers, vending machine operators and large retail organi- zations. Tobacco Products The following table sets forth the industry's output of cigar- ettes (taxable and tax-exempt removals, as reported by the Internal Revenue Service), the Company's unit sales (includ- ing export sales) and the Company's share of the industry based on a comparison of its sales to industry output. Years Ended Industry (in thousand Co (in thousand Percent December 31 million units) n units) of Industry 1972 598.2 124.8 20.9 1971 578.1 109.1 18.9 1970 583.9 99.3 17.0 1969 557.6 89.0 16.0 1968 576.8 81.8 14.2

Approximately 98% of the cigarettes sold by the Company in 1972 within the United States were filter cigarettes as compared with 83% for the industry as a whole. Current prices charged by the Company for its principal brands within the United States per thousand cigarettes, including the Federal excise tax at the rate of $4.00 per thousand, are $10.95 for 100 millimeter cigarettes and $10.45 for other cigarettes. Sales taxes and other taxes levied by various states and munici- palities in the U.S.A. affecting cigarettes have been increasing in recent years. Such taxes vary considerably and when combined may be as high as 25j~ per package of twenty and may influence the sale of cigarettes. Reports and speculation with respect to the alleged harmful physical effects of cigarette smoking have been publicized for many years and, in the opinion of the Company, have had and may continue to have an adverse effect upon the industry's sales. In January, 1964, the Report of the Advisory Committee to the Surgeon General of the U.S. Public Health Service was released. The Report was essentially a review of the prior literature consist- ing primarily of statistical association studies and concluded that cigarette smoking was a health hazard of sufficient importance to warrant appropriate remedial action. Since then, there have been other governmental reports on the subject of health and cigarette smoking. Since January 1, 1966, a United States statute has required a warning statement on cigarette packaging. The current statement is: "Warning: The Surgeon General Has Determined That Cigarette Smoking Is Dangerous to Your Health." Under the terms of a United States Federal Trade Commission consent order, approved in March ^ 1972, the above-mentioned warning statement must be clearly and conspicuously shown in all printed cigarette advertising in the United States. The Company, starting in 1971, has displayed the statement in most of its cigarette advertising in the United States and has also given information in such advertising with respect to the "tar" and nicotine content of its cigarettes. Since January 2, 1971, television and radio advertising of cigarettes has been prohibited in the United States.